(Mark One)
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
36-4062333
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
14901 South Orange Blossom Trail,
Orlando, Florida
|
32837
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
Registrant's telephone number, including area code: (407) 826-5050
|
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.01 par value
|
New York Stock Exchange
|
|
|
Securities registered pursuant to Section 12(g) of the Act: None
|
Table of Contents
|
||
Item
|
|
Page
|
Part I
|
||
|
|
|
Item 1
|
||
Item 1A
|
||
Item 1B
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
|
||
Part II
|
||
|
|
|
Item 5
|
||
Item 5a
|
||
Item 5c
|
||
Item 6
|
||
Item 7
|
||
Item 7A
|
||
Item 8
|
||
Item 9
|
||
Item 9A
|
||
Item 9B
|
||
|
|
|
Part III
|
||
|
|
|
Item 10
|
||
Item 11
|
||
Item 12
|
||
Item 13
|
||
Item 14
|
||
|
|
|
Part IV
|
||
|
|
|
Item 15
|
||
|
||
|
||
|
||
Item 1.
|
Business.
|
Name and Age
|
|
Positions and Offices Held and Principal Occupations of Employment- During Past Five Years
|
Lillian D. Garcia, age 60
|
|
Executive Vice President and Chief Human Resources Officer since January 2013. Previously, she was Executive Vice President and Area Vice President, Argentina, Uruguay, Venezuela and Ecuador since January 2011.
|
E.V. Goings, age 71
|
|
Chairman and Chief Executive Officer since October 1997.
|
Asha Gupta, age 45
|
|
Group President, Asia Pacific since January 2014 after serving as Area Vice President, India, Philippines and Nutrimetics Australia since January 2012.
|
Josef Hajek, age 58
|
|
Senior Vice President, Tax and Governmental Affairs since February 2006.
|
Simon C. Hemus, age 67
|
|
Vice Chairman since October 2016, after serving as President and Chief Operating Officer since January 2007.
|
Georg H. Jaggy, age 59
|
|
Executive Vice President and Chief Global Marketing Officer since January 2015, after serving as President, Tupperware Germany and Area Vice President, Northern Europe since March 2013, and previously President & Area Vice President, Tupperware Germany since November 2008.
|
Michael S. Poteshman, age 53
|
|
Executive Vice President and Chief Financial Officer since August 2004.
|
Nicholas K. Poucher, age 55
|
|
Senior Vice President and Controller since November 2014, after serving as Vice President and Controller since August 2007.
|
Thomas M. Roehlk, age 66
|
|
Executive Vice President and Chief Legal Officer since January 2017, after serving as Executive Vice President, Chief Legal Officer & Secretary since August 2005.
|
Karen M. Sheehan, age 43
|
|
Senior Vice President, General Counsel & Secretary since January 2017, after serving as Vice President & Deputy General Counsel since December 2014. Previously at Church & Dwight Co., Inc. she was Associate General Counsel, Corporate & Assistant Secretary from May 2012 to November 2014, after having been Associate General Counsel, Operations from April 2011.
|
Patricia A. Stitzel, age 51
|
|
President and Chief Operating Officer since October 2016, after serving as Group President, Americas since January 2014, as Senior Area Vice President, Central Europe since March 2013, as Area Vice President, Tupperware West & Nordics and Nutrimetics Europe since June 2012 and Area Vice President, Tupperware West and Nutrimetics Europe since February 2012.
|
William J. Wright, age 54
|
|
Executive Vice President, Product Innovation and Supply Chain since February 2017, after serving as Executive Vice President, Supply Chain Worldwide since October 2015, Senior Vice President, Global Supply Chain since October 2014, Senior Vice President, Global Product Development, Tupperware since March 2013, and Senior Vice President, Global Product Marketing since October 2010.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
Item 5a.
|
Performance Graph.
|
Item 5c.
|
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.
|
Item 6.
|
Selected Financial Data.
|
(In millions, except per share amounts)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Operating results
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Europe
|
$
|
559.4
|
|
|
$
|
612.9
|
|
|
$
|
740.6
|
|
|
$
|
782.7
|
|
|
$
|
791.4
|
|
Asia Pacific
|
748.6
|
|
|
771.0
|
|
|
839.6
|
|
|
836.9
|
|
|
780.7
|
|
|||||
Tupperware North America
|
358.3
|
|
|
353.7
|
|
|
349.9
|
|
|
358.0
|
|
|
344.8
|
|
|||||
Beauty North America
|
190.0
|
|
|
240.0
|
|
|
290.9
|
|
|
320.1
|
|
|
348.3
|
|
|||||
South America
|
356.8
|
|
|
306.2
|
|
|
385.1
|
|
|
373.9
|
|
|
318.6
|
|
|||||
Total net sales
|
$
|
2,213.1
|
|
|
$
|
2,283.8
|
|
|
$
|
2,606.1
|
|
|
$
|
2,671.6
|
|
|
$
|
2,583.8
|
|
Segment profit:
|
|
|
|
|
|
|
|
|
|
||||||||||
Europe
|
$
|
65.3
|
|
|
$
|
92.4
|
|
|
$
|
117.5
|
|
|
$
|
130.0
|
|
|
$
|
131.6
|
|
Asia Pacific
|
181.0
|
|
|
175.9
|
|
|
191.7
|
|
|
188.1
|
|
|
172.7
|
|
|||||
Tupperware North America
|
69.7
|
|
|
67.4
|
|
|
68.3
|
|
|
65.9
|
|
|
63.7
|
|
|||||
Beauty North America
|
(3.6
|
)
|
|
2.3
|
|
|
1.3
|
|
|
16.1
|
|
|
30.2
|
|
|||||
South America
|
82.2
|
|
|
46.5
|
|
|
27.1
|
|
|
68.9
|
|
|
61.0
|
|
|||||
Unallocated expenses
|
(67.6
|
)
|
|
(72.8
|
)
|
|
(55.9
|
)
|
|
(62.4
|
)
|
|
(62.6
|
)
|
|||||
Gain on disposal of assets including insurance recoveries, net (a),(b)
|
27.3
|
|
|
13.7
|
|
|
2.7
|
|
|
0.7
|
|
|
7.9
|
|
|||||
Re-engineering and impairment charges
|
(7.6
|
)
|
|
(20.3
|
)
|
|
(11.0
|
)
|
|
(9.3
|
)
|
|
(22.4
|
)
|
|||||
Impairment of goodwill and intangible assets (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76.9
|
)
|
|||||
Interest expense, net
|
(45.4
|
)
|
|
(45.2
|
)
|
|
(43.5
|
)
|
|
(37.6
|
)
|
|
(32.4
|
)
|
|||||
Income before income taxes
|
301.3
|
|
|
259.9
|
|
|
298.2
|
|
|
360.4
|
|
|
272.8
|
|
|||||
Provision for income taxes
|
77.7
|
|
|
74.1
|
|
|
83.8
|
|
|
86.2
|
|
|
79.8
|
|
|||||
Net income
|
$
|
223.6
|
|
|
$
|
185.8
|
|
|
$
|
214.4
|
|
|
$
|
274.2
|
|
|
$
|
193.0
|
|
Basic earnings per common share
|
$
|
4.43
|
|
|
$
|
3.72
|
|
|
$
|
4.28
|
|
|
$
|
5.28
|
|
|
$
|
3.49
|
|
Diluted earnings per common share
|
$
|
4.41
|
|
|
$
|
3.69
|
|
|
$
|
4.20
|
|
|
$
|
5.17
|
|
|
$
|
3.42
|
|
(Dollars in millions, except per share amounts)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Profitability ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment profit as a percent of sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Europe
|
12
|
%
|
|
15
|
%
|
|
16
|
%
|
|
17
|
%
|
|
17
|
%
|
|||||
Asia Pacific
|
24
|
|
|
23
|
|
|
23
|
|
|
22
|
|
|
22
|
|
|||||
Tupperware North America
|
20
|
|
|
19
|
|
|
20
|
|
|
18
|
|
|
19
|
|
|||||
Beauty North America
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
5
|
|
|
9
|
|
|||||
South America
|
23
|
|
|
15
|
|
|
7
|
|
|
18
|
|
|
19
|
|
|||||
Return on average equity (d)
|
115.0
|
|
|
107.8
|
|
|
77.7
|
|
|
76.1
|
|
|
37.4
|
|
|||||
Return on average invested capital (e)
|
25.9
|
|
|
21.2
|
|
|
21.2
|
|
|
26.0
|
|
|
18.7
|
|
|||||
Financial Condition
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
93.2
|
|
|
$
|
79.8
|
|
|
$
|
77.0
|
|
|
$
|
127.3
|
|
|
$
|
119.8
|
|
Net working capital
|
(2.3
|
)
|
|
(63.5
|
)
|
|
(105.0
|
)
|
|
(53.8
|
)
|
|
(22.0
|
)
|
|||||
Property, plant and equipment, net
|
259.8
|
|
|
253.6
|
|
|
290.3
|
|
|
300.9
|
|
|
298.8
|
|
|||||
Total assets
|
1,587.8
|
|
|
1,598.2
|
|
|
1,769.8
|
|
|
1,843.9
|
|
|
1,821.8
|
|
|||||
Short-term borrowings and current portion
of long-term obligations |
105.9
|
|
|
162.5
|
|
|
221.4
|
|
|
235.4
|
|
|
203.4
|
|
|||||
Long-term obligations
|
606.0
|
|
|
608.2
|
|
|
612.1
|
|
|
619.9
|
|
|
414.4
|
|
|||||
Shareholders’ equity
|
212.8
|
|
|
161.0
|
|
|
185.8
|
|
|
252.9
|
|
|
479.1
|
|
|||||
Current ratio
|
1.00
|
|
|
0.90
|
|
|
0.86
|
|
|
0.93
|
|
|
0.97
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
238.6
|
|
|
$
|
225.7
|
|
|
$
|
284.1
|
|
|
$
|
323.5
|
|
|
$
|
298.7
|
|
Net cash used in investing activities
|
(25.7
|
)
|
|
(43.1
|
)
|
|
(62.3
|
)
|
|
(60.1
|
)
|
|
(64.8
|
)
|
|||||
Net cash used in financing activities
|
(193.3
|
)
|
|
(157.1
|
)
|
|
(211.0
|
)
|
|
(237.6
|
)
|
|
(252.5
|
)
|
|||||
Capital expenditures
|
61.6
|
|
|
61.1
|
|
|
69.4
|
|
|
69.0
|
|
|
75.6
|
|
|||||
Depreciation and amortization
|
57.5
|
|
|
62.4
|
|
|
63.7
|
|
|
54.8
|
|
|
49.6
|
|
|||||
Common Stock Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per share
|
$
|
2.72
|
|
|
$
|
2.72
|
|
|
$
|
2.72
|
|
|
$
|
2.48
|
|
|
$
|
1.44
|
|
Dividend payout ratio (f)
|
61.4
|
%
|
|
73.1
|
%
|
|
63.6
|
%
|
|
47.0
|
%
|
|
41.3
|
%
|
|||||
Average common shares outstanding (thousands):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
50,521
|
|
|
49,947
|
|
|
50,131
|
|
|
51,892
|
|
|
55,271
|
|
|||||
Diluted
|
50,719
|
|
|
50,401
|
|
|
51,011
|
|
|
53,079
|
|
|
56,413
|
|
|||||
Period-end book value per share (g)
|
$
|
4.20
|
|
|
$
|
3.19
|
|
|
$
|
3.64
|
|
|
$
|
4.76
|
|
|
$
|
8.49
|
|
Period-end price/earnings ratio (h)
|
11.9
|
|
|
15.1
|
|
|
15.2
|
|
|
18.4
|
|
|
18.3
|
|
|||||
Period-end market/book ratio (i)
|
12.5
|
|
|
17.5
|
|
|
17.5
|
|
|
19.9
|
|
|
7.4
|
|
(a)
|
In 2002, the Company began to sell land held for development near its Orlando, Florida headquarters. During 2016, 2015, 2014 and 2013, in connection with this program, pretax gains of
$26.5 million
,
$12.9 million
,
$1.3 million
and
$0.9 million
, respectively, were included in gains on disposal of assets including insurance recoveries, net. There were no land sales under this program in 2012.
|
(b)
|
Included in gain on disposal of assets including insurance recoveries, net are pretax gains of:
|
•
|
$0.2 million in 2012, as a result of insurance recoveries from flood damage in Venezuela; and
|
•
|
$1.1 million in 2014 and $0.2 million in 2013 from the sale of property in Australia, as well as in 2012, $7.5 million from the sale of a facility in Belgium and $0.2 million of equipment sales.
|
(c)
|
Valuations completed on the Company’s intangible assets resulted in the conclusion that certain tradenames and goodwill values were impaired. This resulted in non-cash charges of $76.9 million in 2012.
|
(d)
|
Return on average equity is calculated by dividing net income by the average monthly balance of shareholders’ equity.
|
(e)
|
Return on average invested capital is calculated by dividing net income plus net interest expense multiplied by one minus the estimated marginal tax rate of
37%
, by average shareholders’ equity plus debt, for the last five quarters.
|
(f)
|
The dividend payout ratio is dividends declared per share divided by basic earnings per share.
|
(g)
|
Period-end book value per share is calculated as year-end shareholders’ equity divided by full-year diluted shares.
|
(h)
|
Period-end price/earnings ratio is calculated as the year-end market price of the Company’s common stock divided by full year diluted earnings per share.
|
(i)
|
Period-end market/book ratio is calculated as the period-end market price of the Company’s common stock divided by period-end book value per share.
|
|
53 weeks ended
|
|
52 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
||||||||
|
December 31,
2016 |
|
December 26,
2015 |
|
|
|
|||||||||||
Net sales
|
$
|
2,213.1
|
|
|
$
|
2,283.8
|
|
|
(3
|
)%
|
|
2
|
%
|
|
$
|
(123.7
|
)
|
Gross margin as a percent of sales
|
67.7
|
%
|
|
67.4
|
%
|
|
0.3
|
pp
|
|
na
|
|
|
na
|
|
|||
DS&A as a percent of sales
|
52.9
|
%
|
|
53.3
|
%
|
|
(0.4
|
) pp
|
|
na
|
|
|
na
|
|
|||
Operating income
|
$
|
347.0
|
|
|
$
|
315.2
|
|
|
10
|
%
|
|
20
|
%
|
|
$
|
(25.1
|
)
|
Net income
|
$
|
223.6
|
|
|
$
|
185.8
|
|
|
20
|
%
|
|
34
|
%
|
|
$
|
(18.9
|
)
|
Net income per diluted share
|
$
|
4.41
|
|
|
$
|
3.69
|
|
|
20
|
%
|
|
33
|
%
|
|
$
|
(0.38
|
)
|
|
52 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
||||||||||
|
December 26,
2015 |
|
December 27,
2014 |
|
|
|
|||||||||||
Net sales
|
$
|
2,283.8
|
|
|
$
|
2,606.1
|
|
|
(12
|
)%
|
|
4
|
%
|
|
$
|
(413.1
|
)
|
Gross margin as a percent of sales
|
67.4
|
%
|
|
66.1
|
%
|
|
1.3
|
pp
|
|
na
|
|
|
na
|
|
|||
DS&A as a percent of sales
|
53.3
|
%
|
|
51.7
|
%
|
|
1.6
|
pp
|
|
na
|
|
|
na
|
|
|||
Operating income
|
$
|
315.2
|
|
|
$
|
367.7
|
|
|
(14
|
)%
|
|
14
|
%
|
|
$
|
(91.7
|
)
|
Net income
|
$
|
185.8
|
|
|
$
|
214.4
|
|
|
(13
|
)%
|
|
28
|
%
|
|
$
|
(69.3
|
)
|
Net income per diluted share
|
$
|
3.69
|
|
|
$
|
4.20
|
|
|
(12
|
)%
|
|
30
|
%
|
|
$
|
(1.36
|
)
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Re-engineering and impairment charges
|
$
|
7.6
|
|
|
$
|
6.8
|
|
|
$
|
11.0
|
|
Cost of products sold
|
—
|
|
|
—
|
|
|
2.3
|
|
|||
Total pretax re-engineering costs
|
$
|
7.6
|
|
|
$
|
6.8
|
|
|
$
|
13.3
|
|
(Dollars in millions)
|
2016
|
|
2015
|
|
Change
|
|
Change excluding the translation impact of foreign exchange
|
|
Translation foreign exchange impact
|
|
Percent of total
|
||||||||||||||||
Dollar
|
|
Percent
|
|
2016
|
|
2015
|
|||||||||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Europe
|
$
|
559.4
|
|
|
$
|
612.9
|
|
|
$
|
(53.5
|
)
|
|
(9)%
|
|
|
(5)%
|
|
|
$
|
(25.7
|
)
|
|
25
|
%
|
|
27
|
%
|
Asia Pacific
|
748.6
|
|
|
771.0
|
|
|
(22.4
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
(14.7
|
)
|
|
34
|
|
|
34
|
|
||||
Tupperware North America
|
358.3
|
|
|
353.7
|
|
|
4.6
|
|
|
1
|
|
|
8
|
|
|
(23.0
|
)
|
|
16
|
|
|
15
|
|
||||
Beauty North America
|
190.0
|
|
|
240.0
|
|
|
(50.0
|
)
|
|
(21
|
)
|
|
(10
|
)
|
|
(27.7
|
)
|
|
9
|
|
|
11
|
|
||||
South America
|
356.8
|
|
|
306.2
|
|
|
50.6
|
|
|
17
|
|
|
30
|
|
|
(32.6
|
)
|
|
16
|
|
|
13
|
|
||||
Total net sales
|
$
|
2,213.1
|
|
|
$
|
2,283.8
|
|
|
$
|
(70.7
|
)
|
|
(3)%
|
|
|
2%
|
|
|
$
|
(123.7
|
)
|
|
100
|
%
|
|
100
|
%
|
Segment profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Europe
|
$
|
65.3
|
|
|
$
|
92.4
|
|
|
$
|
(27.1
|
)
|
|
(29)%
|
|
|
(25)%
|
|
|
$
|
(4.9
|
)
|
|
16
|
%
|
|
24
|
%
|
Asia Pacific
|
181.0
|
|
|
175.9
|
|
|
5.1
|
|
|
3
|
|
|
6
|
|
|
(4.5
|
)
|
|
46
|
|
|
45
|
|
||||
Tupperware North America
|
69.7
|
|
|
67.4
|
|
|
2.3
|
|
|
3
|
|
|
16
|
|
|
(7.1
|
)
|
|
18
|
|
|
18
|
|
||||
Beauty North America
|
(3.6
|
)
|
|
2.3
|
|
|
(5.9
|
)
|
|
-
|
|
|
-
|
|
|
(2.8
|
)
|
|
(1
|
)
|
|
1
|
|
||||
South America
|
82.2
|
|
|
46.5
|
|
|
35.7
|
|
|
77
|
|
|
89
|
|
(3.1
|
)
|
|
21
|
|
|
12
|
|
|||||
Segment profit as a percent of sales
|
|||||||||||||||||||||||||||
Europe
|
11.7
|
%
|
|
15.1
|
%
|
|
na
|
|
|
(3.4
|
)pp
|
|
(3.2
|
)pp
|
|
(0.2
|
)pp
|
|
na
|
|
na
|
||||||
Asia Pacific
|
24.2
|
|
|
22.8
|
|
|
na
|
|
|
1.4
|
|
|
1.5
|
|
|
(0.1
|
)
|
|
na
|
|
na
|
||||||
Tupperware North America
|
19.5
|
|
|
19.1
|
|
|
na
|
|
|
0.4
|
|
|
1.3
|
|
|
(0.9
|
)
|
|
na
|
|
na
|
||||||
Beauty North America
|
(1.9
|
)
|
|
1.0
|
|
|
na
|
|
|
(2.9
|
)
|
|
(1.7
|
)
|
|
(1.2
|
)
|
|
na
|
|
na
|
||||||
South America
|
23.0
|
|
|
15.2
|
|
|
na
|
|
|
7.8
|
|
|
7.1
|
|
|
0.7
|
|
|
na
|
|
na
|
(Dollars in millions)
|
2015
|
|
2014
|
|
Change
|
|
Change excluding the translation impact of foreign exchange
|
|
Translation foreign exchange impact
|
|
Percent of total
|
||||||||||||||||
Dollar
|
|
Percent
|
|
2015
|
|
2014
|
|||||||||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Europe
|
$
|
612.9
|
|
|
$
|
740.6
|
|
|
$
|
(127.7
|
)
|
|
(17)%
|
|
|
—
|
%
|
|
$
|
(125.3
|
)
|
|
27
|
%
|
|
28
|
%
|
Asia Pacific
|
771.0
|
|
|
839.6
|
|
|
(68.6
|
)
|
|
(8
|
)
|
|
1
|
|
|
(81.3
|
)
|
|
34
|
|
|
32
|
|
||||
Tupperware North America
|
353.7
|
|
|
349.9
|
|
|
3.8
|
|
|
1
|
|
|
11
|
|
|
(30.4
|
)
|
|
15
|
|
|
14
|
|
||||
Beauty North America
|
240.0
|
|
|
290.9
|
|
|
(50.9
|
)
|
|
(17
|
)
|
|
(6
|
)
|
|
(35.9
|
)
|
|
11
|
|
|
11
|
|
||||
South America
|
306.2
|
|
|
385.1
|
|
|
(78.9
|
)
|
|
(20
|
)
|
|
25
|
|
|
(140.2
|
)
|
|
13
|
|
|
15
|
|
||||
Total net sales
|
$
|
2,283.8
|
|
|
$
|
2,606.1
|
|
|
$
|
(322.3
|
)
|
|
(12)%
|
|
|
4%
|
|
|
$
|
(413.1
|
)
|
|
100
|
%
|
|
100
|
%
|
Segment profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Europe
|
$
|
92.4
|
|
|
$
|
117.5
|
|
|
$
|
(25.1
|
)
|
|
(21)%
|
|
|
(5)%
|
|
|
$
|
(19.6
|
)
|
|
24
|
%
|
|
29
|
%
|
Asia Pacific
|
175.9
|
|
|
191.7
|
|
|
(15.8
|
)
|
|
(8
|
)
|
|
1
|
|
|
(17.7
|
)
|
|
45
|
|
|
47
|
|
||||
Tupperware North America
|
67.4
|
|
|
68.3
|
|
|
(0.9
|
)
|
|
(1
|
)
|
|
12
|
|
|
(8.3
|
)
|
|
18
|
|
|
17
|
|
||||
Beauty North America
|
2.3
|
|
|
1.3
|
|
|
1.0
|
|
|
82
|
|
|
+
|
|
|
(4.6
|
)
|
|
1
|
|
|
—
|
|
||||
South America
|
46.5
|
|
|
27.1
|
|
|
19.4
|
|
|
71
|
|
|
+
|
|
|
(33.8
|
)
|
|
12
|
|
|
7
|
|
||||
Segment profit as a percent of sales
|
|||||||||||||||||||||||||||
Europe
|
15.1
|
%
|
|
15.9
|
%
|
|
na
|
|
|
(0.8
|
)pp
|
|
(0.8
|
)pp
|
|
—
|
|
|
na
|
|
na
|
||||||
Asia Pacific
|
22.8
|
|
|
22.8
|
|
|
na
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
na
|
|
na
|
||||||
Tupperware North America
|
19.1
|
|
|
19.5
|
|
|
na
|
|
|
(0.4
|
)
|
|
0.3
|
|
|
(0.7
|
)
|
|
na
|
|
na
|
||||||
Beauty North America
|
1.0
|
|
|
0.4
|
|
|
na
|
|
|
0.6
|
|
|
2.3
|
|
|
(1.7
|
)
|
|
na
|
|
na
|
||||||
South America
|
15.2
|
|
|
7.0
|
|
|
na
|
|
|
8.2
|
|
|
17.9
|
|
|
(9.7
|
)
|
|
na
|
|
na
|
(In millions)
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Debt obligations
|
$
|
711.9
|
|
|
$
|
105.9
|
|
|
$
|
3.2
|
|
|
$
|
601.8
|
|
|
$
|
1.0
|
|
Interest payments on long term obligations
|
129.4
|
|
|
29.0
|
|
|
57.5
|
|
|
42.9
|
|
|
—
|
|
|||||
Pension benefits
|
142.3
|
|
|
13.2
|
|
|
38.6
|
|
|
23.9
|
|
|
66.6
|
|
|||||
Post-employment medical benefits
|
17.1
|
|
|
1.8
|
|
|
3.3
|
|
|
2.9
|
|
|
9.1
|
|
|||||
Income tax payments (a)
|
2.0
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital commitments (b)
|
3.6
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
110.2
|
|
|
30.3
|
|
|
38.2
|
|
|
13.4
|
|
|
28.3
|
|
|||||
Total contractual obligations (c)
|
$
|
1,116.5
|
|
|
$
|
185.8
|
|
|
$
|
140.8
|
|
|
$
|
684.9
|
|
|
$
|
105.0
|
|
(a)
|
Other than the amount presented, the Company has not included in the table above, amounts related to its unrecognized tax positions, as it is unable to make a reliable estimate of the amount and period in which these items might lead to payments. As of
December 31, 2016
the Company’s total gross unrecognized tax positions were
$20.7 million
. It is reasonably possible that the amount of uncertain tax positions could materially change within the next 12 months based on the results of tax examinations, expiration of statutes of limitations in various jurisdictions and additions due to ongoing transactions and activity. However, the Company is unable to estimate the impact of such events.
|
(b)
|
Capital commitments represent signed agreements as of
December 31, 2016
on several capital projects in process at the Company’s various units.
|
(c)
|
The table excludes information on recurring purchases of inventory as these purchase orders are non-binding, are generally consistent from year to year, and are short-term in nature.
|
Discount Rate
|
2016
|
|
2015
|
|
2014
|
|||
U.S. Plans
|
3.9
|
%
|
|
3.6
|
%
|
|
3.9
|
%
|
Foreign Plans
|
2.3
|
|
|
2.4
|
|
|
2.6
|
|
Expected rate of return
|
2016
|
|
2015
|
|
2014
|
|||
U.S. Plans
|
8.3
|
%
|
|
8.3
|
%
|
|
8.3
|
%
|
Foreign Plans
|
3.2
|
|
|
3.4
|
|
|
3.8
|
|
(In millions)
|
Increase
|
|
Decrease
|
||||
Discount rate change by 50 basis points
|
$
|
(1.6
|
)
|
|
$
|
1.8
|
|
Expected rate of return on plan assets change by 50 basis points
|
(0.5
|
)
|
|
0.5
|
|
•
|
successful recruitment, retention and productivity levels of the Company's independent sales forces;
|
•
|
disruptions caused by the introduction of new or revised distributor operating models or sales force compensation systems or allegations by equity analysts, former distributors or sales force members, government agencies or others as to the legality or viability of the Company's business model, particularly in India;
|
•
|
success of new products and promotional programs;
|
•
|
the ability to implement appropriate product mix and pricing strategies;
|
•
|
governmental regulation of materials used in products coming into contact with food (e.g. polycarbonate), as well as beauty, personal care and nutritional products;
|
•
|
the ability to procure and pay for at reasonable economic cost, sufficient raw materials and/or finished goods to meet current and future consumer demands at reasonable suggested retail pricing levels in certain markets, particularly Argentina, Ecuador, Egypt and Venezuela due to government regulations and restrictions;
|
•
|
the impact of changes in consumer spending patterns and preferences, particularly given the global nature of the Company's business;
|
•
|
the value of long-term assets, particularly goodwill and indefinite and definite lived intangibles associated with acquisitions, and the realizability of the value of recognized tax assets;
|
•
|
changes in plastic resin prices, other raw materials and packaging components, the cost of converting such items into finished goods and procured finished products and the cost of delivering products to customers;
|
•
|
the introduction of Company operations in new markets outside the United States;
|
•
|
general social, economic and political conditions in markets, such as in Argentina, Brazil, Ecuador, Egypt, Greece, Kazakhstan, Russia, Turkey, Ukraine and Venezuela and other countries impacted by such events;
|
•
|
issues arising out of the sovereign debt in the countries in which the Company operates, such as in Argentina and those in the Euro zone, resulting in potential economic and operational challenges for the Company's supply chains, heightened counterparty credit risk due to adverse effects on customers and suppliers, exchange controls (such as in Argentina, Egypt, and Venezuela) and translation risks due to potential impairments of investments in affected markets and the potential for banks with which the Company maintains lines of credit to be unable to fulfill their commitments;
|
•
|
disruptions resulting from either internal or external labor strikes, work stoppages, or similar difficulties;
|
•
|
changes in cash flow resulting from changes in operating results, including from changes in foreign exchange rates, working capital management, debt payments, share repurchases and hedge settlements;
|
•
|
the impact of currency fluctuations on the value of the Company's operating results, assets, liabilities and commitments of foreign operations generally, including their cash balances during and at the end of quarterly reporting periods, the results of those operations, the cost of sourcing products across geographies and the success of foreign hedging and risk management strategies;
|
•
|
the impact of natural disasters, terrorist activities and epidemic or pandemic disease outbreaks;
|
•
|
the ability to repatriate, or otherwise make available, cash in the United States and to do so at a favorable foreign exchange rate and with favorable tax ramifications, particularly from Argentina, Brazil, China, Egypt, India, Indonesia, and Mexico;
|
•
|
the ability to obtain all government approvals on, and to control the cost of infrastructure obligations associated with, property, plant and equipment;
|
•
|
the ability to timely and effectively implement, transition, maintain and protect necessary information technology systems and infrastructure;
|
•
|
the ability to attract and retain certain executive officers and key management personnel;
|
•
|
the success of land buyers in attracting tenants for commercial and residential development and obtaining financing;
|
•
|
the costs and covenant restrictions associated with the Company's credit arrangements;
|
•
|
integration of non-traditional product lines into Company operations;
|
•
|
the effect of legal, regulatory and tax proceedings, as well as restrictions imposed on the Company's operations or Company representatives by foreign governments, including exposure to tax and registration responsibilities imposed on the sales force and their potential impact on the sales force's value chain and resulting disruption to the business and actions taken by governments to set or restrict the freedom of the Company to set its own prices or its suggested retail prices for product sales by its sales force to end consumers and actions taken by governments to restrict the ability to convert local currency to other currencies in order to satisfy obligations outside the country generally, and in particular Argentina, Egypt, India and Venezuela;
|
•
|
the effect of competitive forces in the markets in which the Company operates, particularly related to sales of beauty, personal care and nutritional products, where there are a greater number of competitors;
|
•
|
the impact of counterfeit and knocked-off products in the markets in which the Company operates and the effect this can have on the confidence of the Company's sales force members;
|
•
|
the impact of changes, changes in interpretation of or challenges to positions taken by the Company with respect to U.S. federal, state and foreign tax or other laws, including with respect to non-income taxes issues in India and the Philippines;
|
•
|
the Company's access to, and the costs of, financing; and
|
•
|
other risks discussed in Item 1A,
Risk Factors
, as well as the Company's Consolidated Financial Statements, Notes, other financial information appearing elsewhere in this report and the Company's other filings with the United States Securities and Exchange Commission.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
Year Ended
|
||||||||||
(In millions, except per share amounts)
|
December 31,
2016 |
|
December 26,
2015 |
|
December 27,
2014 |
||||||
Net sales
|
$
|
2,213.1
|
|
|
$
|
2,283.8
|
|
|
$
|
2,606.1
|
|
Cost of products sold
|
715.0
|
|
|
744.4
|
|
|
884.0
|
|
|||
Gross margin
|
1,498.1
|
|
|
1,539.4
|
|
|
1,722.1
|
|
|||
Delivery, sales and administrative expense
|
1,170.8
|
|
|
1,217.6
|
|
|
1,346.1
|
|
|||
Re-engineering and impairment charges
|
7.6
|
|
|
20.3
|
|
|
11.0
|
|
|||
Gains on disposal of assets
|
27.3
|
|
|
13.7
|
|
|
2.7
|
|
|||
Operating income
|
347.0
|
|
|
315.2
|
|
|
367.7
|
|
|||
Interest income
|
3.4
|
|
|
2.4
|
|
|
3.0
|
|
|||
Interest expense
|
48.8
|
|
|
47.6
|
|
|
46.5
|
|
|||
Other expense
|
0.3
|
|
|
10.1
|
|
|
26.0
|
|
|||
Income before income taxes
|
301.3
|
|
|
259.9
|
|
|
298.2
|
|
|||
Provision for income taxes
|
77.7
|
|
|
74.1
|
|
|
83.8
|
|
|||
Net income
|
$
|
223.6
|
|
|
$
|
185.8
|
|
|
$
|
214.4
|
|
Basic earnings per common share
|
$
|
4.43
|
|
|
$
|
3.72
|
|
|
$
|
4.28
|
|
Diluted earnings per common share
|
$
|
4.41
|
|
|
$
|
3.69
|
|
|
$
|
4.20
|
|
|
Year Ended
|
||||||||||
(In millions)
|
December 31,
2016 |
|
December 26,
2015 |
|
December 27,
2014 |
||||||
Net income
|
$
|
223.6
|
|
|
$
|
185.8
|
|
|
$
|
214.4
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(53.7
|
)
|
|
(122.3
|
)
|
|
(85.2
|
)
|
|||
Deferred gain (loss) on cash flow hedges, net of tax benefit (provision) of ($0.4), $1.1 and ($1.3), respectively
|
0.6
|
|
|
(3.5
|
)
|
|
5.6
|
|
|||
Pension and other post-retirement income (costs), net of tax benefit (provision) of $0.4, ($6.2) and $4.7, respectively
|
3.6
|
|
|
12.5
|
|
|
(12.3
|
)
|
|||
Other comprehensive loss
|
(49.5
|
)
|
|
(113.3
|
)
|
|
(91.9
|
)
|
|||
Total comprehensive income
|
$
|
174.1
|
|
|
$
|
72.5
|
|
|
$
|
122.5
|
|
(In millions, except share amounts)
|
December 31,
2016 |
|
December 26,
2015 |
||||
ASSETS
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
93.2
|
|
|
$
|
79.8
|
|
Accounts receivable, less allowances of $32.6 and $32.7, respectively
|
125.3
|
|
|
142.7
|
|
||
Inventories
|
240.4
|
|
|
254.6
|
|
||
Non-trade amounts receivable, net
|
64.9
|
|
|
45.5
|
|
||
Prepaid expenses and other current assets
|
21.5
|
|
|
27.9
|
|
||
Total current assets
|
545.3
|
|
|
550.5
|
|
||
Deferred income tax benefits, net
|
539.7
|
|
|
524.9
|
|
||
Property, plant and equipment, net
|
259.8
|
|
|
253.6
|
|
||
Long-term receivables, less allowances of $11.0 and $11.2, respectively
|
13.2
|
|
|
13.2
|
|
||
Tradenames, net
|
67.3
|
|
|
82.7
|
|
||
Goodwill
|
132.6
|
|
|
146.3
|
|
||
Other assets, net
|
29.9
|
|
|
27.0
|
|
||
Total assets
|
$
|
1,587.8
|
|
|
$
|
1,598.2
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
Accounts payable
|
$
|
117.7
|
|
|
$
|
126.7
|
|
Short-term borrowings and current portion of long-term debt and capital lease obligations
|
105.9
|
|
|
162.5
|
|
||
Accrued liabilities
|
324.0
|
|
|
324.8
|
|
||
Total current liabilities
|
547.6
|
|
|
614.0
|
|
||
Long-term debt and capital lease obligations
|
606.0
|
|
|
608.2
|
|
||
Other liabilities
|
221.4
|
|
|
215.0
|
|
||
Shareholders' equity:
|
|
|
|
|
|
||
Preferred stock, $0.01 par value, 200,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 600,000,000 shares authorized; 63,607,090 shares issued
|
0.6
|
|
|
0.6
|
|
||
Paid-in capital
|
208.6
|
|
|
205.5
|
|
||
Retained earnings
|
1,455.3
|
|
|
1,371.2
|
|
||
Treasury stock, 12,969,165 and 13,170,517 shares, respectively, at cost
|
(880.2
|
)
|
|
(894.3
|
)
|
||
Accumulated other comprehensive loss
|
(571.5
|
)
|
|
(522.0
|
)
|
||
Total shareholders' equity
|
212.8
|
|
|
161.0
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,587.8
|
|
|
$
|
1,598.2
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Shareholders' Equity
|
|||||||||||||||||
(In millions, except per share amounts)
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|
|
|
|
|||||||||||||||||
December 28, 2013
|
63.6
|
|
$
|
0.6
|
|
|
13.3
|
|
$
|
(898.4
|
)
|
|
$
|
178.3
|
|
|
$
|
1,289.2
|
|
|
$
|
(316.8
|
)
|
|
$
|
252.9
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
214.4
|
|
|
|
|
214.4
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(91.9
|
)
|
|
(91.9
|
)
|
|||||||||||
Cash dividends declared ($2.72 per share)
|
|
|
|
|
|
|
|
|
|
|
(137.8
|
)
|
|
|
|
(137.8
|
)
|
|||||||||||
Repurchase of common stock
|
|
|
|
|
1.2
|
|
(84.3
|
)
|
|
|
|
|
|
|
|
(84.3
|
)
|
|||||||||||
Income tax benefit from stock and option awards
|
|
|
|
|
|
|
|
|
6.3
|
|
|
|
|
|
|
6.3
|
|
|||||||||||
Stock and options issued for incentive plans
|
|
|
|
|
(0.6
|
)
|
|
37.7
|
|
|
6.1
|
|
|
(17.6
|
)
|
|
|
|
26.2
|
|
||||||||
December 27, 2014
|
63.6
|
|
$
|
0.6
|
|
|
13.9
|
|
$
|
(945.0
|
)
|
|
$
|
190.7
|
|
|
$
|
1,348.2
|
|
|
$
|
(408.7
|
)
|
|
$
|
185.8
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
185.8
|
|
|
|
|
185.8
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(113.3
|
)
|
|
(113.3
|
)
|
|||||||||||
Cash dividends declared ($2.72 per share)
|
|
|
|
|
|
|
|
|
|
|
(137.5
|
)
|
|
|
|
(137.5
|
)
|
|||||||||||
Income tax benefit from stock and option awards
|
|
|
|
|
|
|
|
|
6.0
|
|
|
|
|
|
|
6.0
|
|
|||||||||||
Stock and options issued for incentive plans
|
|
|
|
|
(0.7
|
)
|
|
50.7
|
|
|
8.8
|
|
|
(25.3
|
)
|
|
|
|
34.2
|
|
||||||||
December 26, 2015
|
63.6
|
|
$
|
0.6
|
|
|
13.2
|
|
$
|
(894.3
|
)
|
|
$
|
205.5
|
|
|
$
|
1,371.2
|
|
|
$
|
(522.0
|
)
|
|
$
|
161.0
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
223.6
|
|
|
|
|
223.6
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(49.5
|
)
|
|
(49.5
|
)
|
|||||||||||
Cash dividends declared ($2.72 per share)
|
|
|
|
|
|
|
|
|
|
|
(139.1
|
)
|
|
|
|
(139.1
|
)
|
|||||||||||
Income tax provision from stock and option awards
|
|
|
|
|
|
|
|
|
(1.7
|
)
|
|
|
|
|
|
(1.7
|
)
|
|||||||||||
Stock and options issued for incentive plans
|
|
|
|
|
(0.2
|
)
|
|
14.1
|
|
|
4.8
|
|
|
(0.4
|
)
|
|
|
|
18.5
|
|
||||||||
December 31, 2016
|
63.6
|
|
$
|
0.6
|
|
|
13.0
|
|
$
|
(880.2
|
)
|
|
$
|
208.6
|
|
|
$
|
1,455.3
|
|
|
$
|
(571.5
|
)
|
|
$
|
212.8
|
|
|
Year Ended
|
||||||||||
(In millions)
|
December 31,
2016 |
|
December 26,
2015 |
|
December 27,
2014 |
||||||
Operating Activities:
|
|
|
|
|
|
|
|||||
Net income
|
$
|
223.6
|
|
|
$
|
185.8
|
|
|
$
|
214.4
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
57.5
|
|
|
62.4
|
|
|
63.7
|
|
|||
Equity compensation
|
20.0
|
|
|
20.0
|
|
|
18.9
|
|
|||
Unrealized foreign exchange losses
|
0.4
|
|
|
7.2
|
|
|
29.2
|
|
|||
Amortization and write-off of deferred debt costs
|
0.6
|
|
|
0.8
|
|
|
0.6
|
|
|||
Net gains on disposal of assets, including insurance recoveries
|
(25.8
|
)
|
|
(13.1
|
)
|
|
(2.5
|
)
|
|||
Provision for bad debts
|
11.1
|
|
|
12.8
|
|
|
13.5
|
|
|||
Write-down of inventories
|
10.8
|
|
|
14.3
|
|
|
17.8
|
|
|||
Non-cash impact of impairment costs and re-engineering
|
—
|
|
|
13.5
|
|
|
1.6
|
|
|||
Net change in deferred income taxes
|
(32.9
|
)
|
|
(45.2
|
)
|
|
(59.9
|
)
|
|||
Excess tax benefits from share-based payment arrangements
|
(0.6
|
)
|
|
(6.0
|
)
|
|
(6.3
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
||||
Accounts and notes receivable
|
0.9
|
|
|
(10.7
|
)
|
|
(28.2
|
)
|
|||
Inventories
|
(2.8
|
)
|
|
(8.2
|
)
|
|
(39.5
|
)
|
|||
Non-trade amounts receivable
|
1.2
|
|
|
(1.6
|
)
|
|
1.4
|
|
|||
Prepaid expenses
|
(0.9
|
)
|
|
(8.0
|
)
|
|
(2.8
|
)
|
|||
Other assets
|
1.9
|
|
|
4.7
|
|
|
(1.1
|
)
|
|||
Accounts payable and accrued liabilities
|
(22.2
|
)
|
|
11.4
|
|
|
25.5
|
|
|||
Income taxes payable
|
(6.0
|
)
|
|
(2.5
|
)
|
|
24.9
|
|
|||
Other liabilities
|
4.6
|
|
|
5.1
|
|
|
8.4
|
|
|||
Net cash impact from hedging activity
|
(2.7
|
)
|
|
(17.0
|
)
|
|
4.6
|
|
|||
Other
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Net cash provided by operating activities
|
238.6
|
|
|
225.7
|
|
|
284.1
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
(61.6
|
)
|
|
(61.1
|
)
|
|
(69.4
|
)
|
|||
Proceeds from disposal of property, plant and equipment
|
35.9
|
|
|
18.0
|
|
|
7.1
|
|
|||
Net cash used in investing activities
|
(25.7
|
)
|
|
(43.1
|
)
|
|
(62.3
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
|
|
||||
Dividend payments to shareholders
|
(138.8
|
)
|
|
(138.0
|
)
|
|
(135.5
|
)
|
|||
Proceeds from exercise of stock options
|
0.8
|
|
|
16.1
|
|
|
15.7
|
|
|||
Repurchase of common stock
|
(1.7
|
)
|
|
(1.5
|
)
|
|
(92.3
|
)
|
|||
Repayment of long-term debt and capital lease obligations
|
(2.2
|
)
|
|
(2.6
|
)
|
|
(3.0
|
)
|
|||
Net change in short-term debt
|
(52.0
|
)
|
|
(36.4
|
)
|
|
(2.2
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|||
Excess tax benefits from share-based payment arrangements
|
0.6
|
|
|
6.0
|
|
|
6.3
|
|
|||
Net cash used in financing activities
|
(193.3
|
)
|
|
(157.1
|
)
|
|
(211.0
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(6.2
|
)
|
|
(22.7
|
)
|
|
(61.1
|
)
|
|||
Net change in cash and cash equivalents
|
13.4
|
|
|
2.8
|
|
|
(50.3
|
)
|
|||
Cash and cash equivalents at beginning of year
|
79.8
|
|
|
77.0
|
|
|
127.3
|
|
|||
Cash and cash equivalents at end of year
|
$
|
93.2
|
|
|
$
|
79.8
|
|
|
$
|
77.0
|
|
Note 1:
|
Summary of Significant Accounting Policies
|
|
Years
|
Building and improvements
|
10 - 40
|
Molds
|
4 - 10
|
Production equipment
|
10 - 20
|
Distribution equipment
|
5 - 10
|
Computer/telecom equipment
|
3 - 5
|
Capitalized software
|
3 - 5
|
|
Weighted Average Estimated Useful Life
|
Indefinite-lived tradenames
|
Indefinite
|
Definite-lived tradename
|
10 years
|
(In millions, except per share amounts)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
223.6
|
|
|
$
|
185.8
|
|
|
$
|
214.4
|
|
Weighted-average shares of common stock outstanding
|
50.5
|
|
|
49.9
|
|
|
50.1
|
|
|||
Common equivalent shares:
|
|
|
|
|
|
||||||
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance share units
|
0.2
|
|
|
0.5
|
|
|
0.9
|
|
|||
Weighted-average common and common equivalent shares outstanding
|
50.7
|
|
|
50.4
|
|
|
51.0
|
|
|||
Basic earnings per share
|
$
|
4.43
|
|
|
$
|
3.72
|
|
|
$
|
4.28
|
|
Diluted earnings per share
|
$
|
4.41
|
|
|
$
|
3.69
|
|
|
$
|
4.20
|
|
Shares excluded from the determination of potential common stock because inclusion would have been anti-dilutive
|
1.4
|
|
|
0.9
|
|
|
0.4
|
|
Note 2:
|
Re-engineering Costs
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Severance
|
$
|
5.4
|
|
|
$
|
5.0
|
|
|
$
|
7.4
|
|
Other
|
2.2
|
|
|
1.8
|
|
|
3.6
|
|
|||
Total re-engineering charges
|
$
|
7.6
|
|
|
$
|
6.8
|
|
|
$
|
11.0
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Re-engineering charges
|
$
|
7.6
|
|
|
$
|
6.8
|
|
|
$
|
11.0
|
|
Cost of products sold
|
—
|
|
|
—
|
|
|
2.3
|
|
|||
Total pretax re-engineering costs
|
$
|
7.6
|
|
|
$
|
6.8
|
|
|
$
|
13.3
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
$
|
1.7
|
|
|
$
|
2.4
|
|
|
$
|
2.6
|
|
Provision
|
7.6
|
|
|
6.8
|
|
|
11.0
|
|
|||
Non-cash charges
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(1.8
|
)
|
|||
Cash expenditures:
|
|
|
|
|
|
||||||
Severance
|
(5.2
|
)
|
|
(5.8
|
)
|
|
(7.1
|
)
|
|||
Other
|
(2.2
|
)
|
|
(1.5
|
)
|
|
(2.3
|
)
|
|||
Ending balance
|
$
|
1.6
|
|
|
$
|
1.7
|
|
|
$
|
2.4
|
|
Note 3:
|
Inventories
|
(In millions)
|
2016
|
|
2015
|
||||
Finished goods
|
$
|
189.4
|
|
|
$
|
203.2
|
|
Work in process
|
23.0
|
|
|
21.0
|
|
||
Raw materials and supplies
|
28.0
|
|
|
30.4
|
|
||
Total inventories
|
$
|
240.4
|
|
|
$
|
254.6
|
|
Note 4:
|
Property, Plant and Equipment
|
(In millions)
|
2016
|
|
2015
|
||||
Land
|
$
|
36.7
|
|
|
$
|
35.3
|
|
Buildings and improvements
|
194.1
|
|
|
194.1
|
|
||
Molds
|
624.7
|
|
|
624.7
|
|
||
Production equipment
|
264.3
|
|
|
270.6
|
|
||
Distribution equipment
|
37.4
|
|
|
36.3
|
|
||
Computer/telecom equipment
|
45.2
|
|
|
46.2
|
|
||
Furniture and fixtures
|
15.8
|
|
|
10.9
|
|
||
Capitalized software
|
69.5
|
|
|
76.0
|
|
||
Construction in progress
|
29.3
|
|
|
26.6
|
|
||
Total property, plant and equipment
|
1,317.0
|
|
|
1,320.7
|
|
||
Less accumulated depreciation
|
(1,057.2
|
)
|
|
(1,067.1
|
)
|
||
Property, plant and equipment, net
|
$
|
259.8
|
|
|
$
|
253.6
|
|
Note 5:
|
Accrued and Other Liabilities
|
(In millions)
|
2016
|
|
2015
|
||||
Income taxes payable
|
$
|
23.1
|
|
|
$
|
25.0
|
|
Compensation and employee benefits
|
73.0
|
|
|
83.4
|
|
||
Advertising and promotion
|
57.6
|
|
|
62.1
|
|
||
Taxes other than income taxes
|
24.5
|
|
|
22.3
|
|
||
Pensions
|
2.7
|
|
|
4.0
|
|
||
Post-retirement benefits
|
1.7
|
|
|
1.9
|
|
||
Dividends payable
|
34.4
|
|
|
34.3
|
|
||
Foreign currency contracts
|
31.7
|
|
|
14.6
|
|
||
Other
|
75.3
|
|
|
77.2
|
|
||
Total accrued liabilities
|
$
|
324.0
|
|
|
$
|
324.8
|
|
(In millions)
|
2016
|
|
2015
|
||||
Post-retirement benefits
|
$
|
15.4
|
|
|
$
|
16.4
|
|
Pensions
|
123.0
|
|
|
126.4
|
|
||
Income taxes
|
22.5
|
|
|
18.7
|
|
||
Deferred income tax
|
17.6
|
|
|
16.9
|
|
||
Other
|
42.9
|
|
|
36.6
|
|
||
Total other liabilities
|
$
|
221.4
|
|
|
$
|
215.0
|
|
Note 6:
|
Goodwill and Intangible Assets
|
(In millions)
|
Europe
|
|
Asia Pacific
|
|
TW North America
|
|
Beauty North America
|
|
South America
|
|
Total
|
||||||||||||
Gross goodwill balance at December 27, 2014
|
$
|
30.3
|
|
|
$
|
75.4
|
|
|
$
|
16.3
|
|
|
$
|
142.6
|
|
|
$
|
4.8
|
|
|
$
|
269.4
|
|
Effect of changes in exchange rates
|
(1.4
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
(15.1
|
)
|
|
(1.2
|
)
|
|
(18.4
|
)
|
||||||
Gross goodwill balance at December 26, 2015
|
28.9
|
|
|
74.7
|
|
|
16.3
|
|
|
127.5
|
|
|
3.6
|
|
|
251.0
|
|
||||||
Effect of changes in exchange rates
|
0.4
|
|
|
1.2
|
|
|
—
|
|
|
(15.4
|
)
|
|
0.1
|
|
|
(13.7
|
)
|
||||||
Gross goodwill balance at December 31, 2016
|
$
|
29.3
|
|
|
$
|
75.9
|
|
|
$
|
16.3
|
|
|
$
|
112.1
|
|
|
$
|
3.7
|
|
|
$
|
237.3
|
|
(In millions)
|
Europe
|
|
Asia Pacific
|
|
TW North America
|
|
Beauty North America
|
|
South America
|
|
Total
|
||||||||||||
Cumulative impairments as of December 27, 2014
|
$
|
24.5
|
|
|
$
|
41.3
|
|
|
$
|
—
|
|
|
$
|
38.9
|
|
|
$
|
—
|
|
|
$
|
104.7
|
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cumulative impairments as of December 26, 2015
|
24.5
|
|
|
41.3
|
|
|
—
|
|
|
38.9
|
|
|
—
|
|
|
104.7
|
|
||||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cumulative impairments as of December 31, 2016
|
$
|
24.5
|
|
|
$
|
41.3
|
|
|
$
|
—
|
|
|
$
|
38.9
|
|
|
$
|
—
|
|
|
$
|
104.7
|
|
|
December 31, 2016
|
||||||||||
(In millions)
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net
|
||||||
Indefinite-lived tradenames
|
$
|
20.6
|
|
|
$
|
—
|
|
|
$
|
20.6
|
|
Definite-lived tradename
|
70.0
|
|
|
23.3
|
|
|
46.7
|
|
|||
Total intangible assets
|
$
|
90.6
|
|
|
$
|
23.3
|
|
|
$
|
67.3
|
|
|
December 26, 2015
|
||||||||||
(In millions)
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net
|
||||||
Indefinite-lived tradenames
|
$
|
20.1
|
|
|
$
|
—
|
|
|
$
|
20.1
|
|
Definite-lived tradename
|
81.7
|
|
|
19.1
|
|
|
62.6
|
|
|||
Total intangible assets
|
$
|
101.8
|
|
|
$
|
19.1
|
|
|
$
|
82.7
|
|
|
Year Ended
|
||||||
(In millions)
|
December 31,
2016 |
|
December 26,
2015 |
||||
Beginning balance
|
$
|
101.8
|
|
|
$
|
116.8
|
|
Effect of changes in exchange rates
|
(11.2
|
)
|
|
(15.0
|
)
|
||
Ending balance
|
$
|
90.6
|
|
|
$
|
101.8
|
|
Note 7:
|
Financing Obligations
|
(In millions)
|
2016
|
|
2015
|
||||
Fixed rate Senior Notes due 2021
|
$
|
599.4
|
|
|
$
|
599.3
|
|
Five year Revolving Credit Agreement
|
104.0
|
|
|
155.8
|
|
||
Belgium facility capital lease
|
8.4
|
|
|
10.6
|
|
||
Other
|
0.1
|
|
|
5.0
|
|
||
Total debt obligations
|
711.9
|
|
|
770.7
|
|
||
Less current portion
|
(105.9
|
)
|
|
(162.5
|
)
|
||
Long-term debt and capital lease obligations
|
$
|
606.0
|
|
|
$
|
608.2
|
|
(Dollars in millions)
|
2016
|
|
2015
|
||||
Total short-term borrowings at year-end
|
$
|
104.0
|
|
|
$
|
160.4
|
|
Weighted average interest rate at year-end
|
1.5
|
%
|
|
1.5
|
%
|
||
Average short-term borrowings during the year
|
$
|
357.4
|
|
|
$
|
394.9
|
|
Weighted average interest rate for the year
|
1.8
|
%
|
|
1.5
|
%
|
||
Maximum short-term borrowings during the year
|
$
|
429.3
|
|
|
$
|
444.8
|
|
•
|
payment in full of principal of and premium, if any, and interest on the Senior Notes;
|
•
|
satisfaction and discharge of the Indenture;
|
•
|
upon legal defeasance or covenant defeasance of the Senior Notes as set forth in the Indenture;
|
•
|
as to any property or assets constituting Collateral owned by the Guarantor that is released from its Guarantee in accordance with the Indenture;
|
•
|
with the consent of the Holders of the requisite percentage of Senior Notes in accordance with the Indenture; and
|
•
|
if the rating on the Senior Notes is changed to investment grade in accordance with the Indenture.
|
Year ending:
|
Amount
|
||
December 30, 2017
|
$
|
105.9
|
|
December 29, 2018
|
1.8
|
|
|
December 28, 2019
|
1.4
|
|
|
December 26, 2020
|
1.2
|
|
|
December 25, 2021
|
600.6
|
|
|
Thereafter
|
1.0
|
|
|
Total
|
$
|
711.9
|
|
(In millions)
|
December 31,
2016 |
|
December 26,
2015 |
||||
Gross payments
|
$
|
9.4
|
|
|
$
|
12.2
|
|
Less imputed interest
|
1.0
|
|
|
1.6
|
|
||
Total capital lease obligation
|
8.4
|
|
|
10.6
|
|
||
Less current maturity
|
1.8
|
|
|
1.8
|
|
||
Capital lease obligation - long-term portion
|
$
|
6.6
|
|
|
$
|
8.8
|
|
Note 8:
|
Derivative Financial Instruments
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||||||
|
|
|
|
Fair value
|
|
|
|
Fair value
|
||||||||||||
Derivatives designated as hedging instruments (
in millions
)
|
|
Balance sheet location
|
|
2016
|
|
2015
|
|
Balance sheet location
|
|
2016
|
|
2015
|
||||||||
Foreign exchange contracts
|
|
Non-trade amounts receivable
|
|
$
|
41.1
|
|
|
$
|
21.5
|
|
|
Accrued liabilities
|
|
$
|
31.7
|
|
|
$
|
14.6
|
|
Derivatives designated as
fair value hedges
(in millions)
|
|
Location of gain or
(loss) recognized in
income on
derivatives
|
|
Amount of gain or
(loss) recognized in
income on derivatives
|
|
Location of gain or
(loss) recognized in
income on related
hedged items
|
|
Amount of gain or (loss)
recognized in income on
related hedged items
|
||||||||||||||||
|
|
|
|
2016
|
2015
|
2014
|
|
|
|
2016
|
2015
|
2014
|
||||||||||||
Foreign exchange contracts
|
|
Other expense
|
|
$
|
(41.8
|
)
|
$
|
(83.6
|
)
|
$
|
(36.6
|
)
|
|
Other expense
|
|
|
$42.1
|
|
|
$83.8
|
|
|
$35.0
|
|
Derivatives designated as cash flow and net equity hedges
(in millions)
|
|
Amount of gain or (loss) recognized in OCI on derivatives (effective portion)
|
|
Location of gain or (loss) reclassified from accumulated OCI into income (effective portion)
|
|
Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion)
|
|
Location of gain or (loss) recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
|
Amount of gain or (loss) recognized in income on derivatives (ineffective portion and amounts excluded from effectiveness testing)
|
||||||||||||||||||||||||
Cash flow hedging relationships
|
|
2016
|
2015
|
2014
|
|
|
|
2016
|
2015
|
2014
|
|
|
|
2016
|
2015
|
2014
|
||||||||||||||||||
Foreign exchange contracts
|
|
$
|
6.7
|
|
$
|
14.5
|
|
$
|
15.9
|
|
|
Cost of products sold
|
|
$
|
5.7
|
|
$
|
19.2
|
|
$
|
9.1
|
|
|
Interest expense
|
|
$
|
(5.6
|
)
|
$
|
(7.7
|
)
|
$
|
(4.9
|
)
|
Net equity hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign exchange contracts
|
|
41.0
|
|
74.2
|
|
38.8
|
|
|
Other expense
|
|
—
|
|
—
|
|
—
|
|
|
Interest expense
|
|
(20.8
|
)
|
(16.8
|
)
|
(13.3
|
)
|
|||||||||
Euro denominated debt
|
|
3.7
|
|
11.1
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 9:
|
Fair Value Measurements
|
Note 10:
|
Accumulated Other Comprehensive Loss
|
(In millions, net of tax)
|
Foreign Currency Items
|
|
Cash Flow Hedges
|
|
Pension and Other Post-retirement Items
|
|
Total
|
||||||||
December 28, 2013
|
$
|
(283.1
|
)
|
|
$
|
2.2
|
|
|
$
|
(35.9
|
)
|
|
$
|
(316.8
|
)
|
Other comprehensive income (loss) before reclassifications
|
(85.2
|
)
|
|
12.7
|
|
|
(14.9
|
)
|
|
(87.4
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(7.1
|
)
|
|
2.6
|
|
|
(4.5
|
)
|
||||
Net other comprehensive income (loss)
|
(85.2
|
)
|
|
5.6
|
|
|
(12.3
|
)
|
|
(91.9
|
)
|
||||
December 27, 2014
|
$
|
(368.3
|
)
|
|
$
|
7.8
|
|
|
$
|
(48.2
|
)
|
|
$
|
(408.7
|
)
|
Other comprehensive income (loss) before reclassifications
|
(122.3
|
)
|
|
11.3
|
|
|
8.9
|
|
|
(102.1
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(14.8
|
)
|
|
3.6
|
|
|
(11.2
|
)
|
||||
Net other comprehensive income (loss)
|
(122.3
|
)
|
|
(3.5
|
)
|
|
12.5
|
|
|
(113.3
|
)
|
||||
December 26, 2015
|
$
|
(490.6
|
)
|
|
$
|
4.3
|
|
|
$
|
(35.7
|
)
|
|
$
|
(522.0
|
)
|
Other comprehensive income (loss) before reclassifications
|
(53.7
|
)
|
|
4.9
|
|
|
(0.9
|
)
|
|
(49.7
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(4.3
|
)
|
|
4.5
|
|
|
0.2
|
|
||||
Net other comprehensive income (loss)
|
(53.7
|
)
|
|
0.6
|
|
|
3.6
|
|
|
(49.5
|
)
|
||||
December 31, 2016
|
$
|
(544.3
|
)
|
|
$
|
4.9
|
|
|
$
|
(32.1
|
)
|
|
$
|
(571.5
|
)
|
Note 11:
|
Statements of Cash Flows Supplemental Disclosure
|
Note 12:
|
Income Taxes
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
(44.8
|
)
|
|
$
|
(67.5
|
)
|
|
$
|
(35.5
|
)
|
Foreign
|
346.1
|
|
|
327.4
|
|
|
333.7
|
|
|||
Total
|
$
|
301.3
|
|
|
$
|
259.9
|
|
|
$
|
298.2
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(23.8
|
)
|
|
$
|
(22.8
|
)
|
|
$
|
11.5
|
|
Foreign
|
114.1
|
|
|
92.6
|
|
|
114.8
|
|
|||
State
|
1.4
|
|
|
(0.8
|
)
|
|
1.5
|
|
|||
|
91.7
|
|
|
69.0
|
|
|
127.8
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(14.7
|
)
|
|
(13.8
|
)
|
|
(40.6
|
)
|
|||
Foreign
|
0.2
|
|
|
18.2
|
|
|
(1.9
|
)
|
|||
State
|
0.5
|
|
|
0.7
|
|
|
(1.5
|
)
|
|||
|
(14.0
|
)
|
|
5.1
|
|
|
(44.0
|
)
|
|||
Total
|
$
|
77.7
|
|
|
$
|
74.1
|
|
|
$
|
83.8
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Amount computed using statutory rate
|
$
|
105.5
|
|
|
$
|
91.0
|
|
|
$
|
104.4
|
|
Increase (reduction) in taxes resulting from:
|
|
|
|
|
|
||||||
Net impact from repatriating foreign earnings and direct foreign tax credits
|
(16.3
|
)
|
|
(7.9
|
)
|
|
(17.7
|
)
|
|||
Foreign income taxes
|
(7.5
|
)
|
|
(4.6
|
)
|
|
(20.6
|
)
|
|||
Impact of non-deductible currency translation losses
|
—
|
|
|
3.1
|
|
|
19.0
|
|
|||
Impact of changes in U.S. tax legislation
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|||
Other changes in valuation allowances for deferred tax assets
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|||
Foreign and domestic tax audit settlement and adjustments
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|||
Other
|
(1.2
|
)
|
|
(4.7
|
)
|
|
(0.8
|
)
|
|||
Total
|
$
|
77.7
|
|
|
$
|
74.1
|
|
|
$
|
83.8
|
|
(In millions)
|
2016
|
|
2015
|
||||
Purchased intangibles
|
$
|
(21.7
|
)
|
|
$
|
(26.6
|
)
|
Other
|
(14.1
|
)
|
|
(9.2
|
)
|
||
Gross deferred tax liabilities
|
(35.8
|
)
|
|
(35.8
|
)
|
||
Credit and net operating loss carry forwards (net of unrecognized tax benefits)
|
301.2
|
|
|
293.6
|
|
||
Employee benefits accruals
|
63.1
|
|
|
63.2
|
|
||
Deferred costs
|
92.2
|
|
|
80.7
|
|
||
Fixed assets basis differences
|
22.4
|
|
|
33.6
|
|
||
Capitalized intangibles
|
34.2
|
|
|
32.7
|
|
||
Other accruals
|
32.1
|
|
|
27.8
|
|
||
Accounts receivable
|
11.3
|
|
|
10.5
|
|
||
Post-retirement benefits
|
7.1
|
|
|
7.5
|
|
||
Depreciation
|
13.4
|
|
|
7.2
|
|
||
Inventory
|
6.4
|
|
|
10.0
|
|
||
Gross deferred tax assets
|
583.4
|
|
|
566.8
|
|
||
Valuation allowances
|
(24.8
|
)
|
|
(23.1
|
)
|
||
Net deferred tax assets
|
$
|
522.8
|
|
|
$
|
507.9
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of year
|
$
|
21.8
|
|
|
$
|
22.5
|
|
|
$
|
27.4
|
|
Additions based on tax positions related to the current year
|
2.7
|
|
|
3.3
|
|
|
3.9
|
|
|||
Additions for tax positions of prior year
|
1.2
|
|
|
3.4
|
|
|
1.2
|
|
|||
Reduction for tax positions of prior years
|
(1.2
|
)
|
|
(1.6
|
)
|
|
(3.1
|
)
|
|||
Settlements
|
—
|
|
|
(1.1
|
)
|
|
(1.9
|
)
|
|||
Reductions for lapse in statute of limitations
|
(3.1
|
)
|
|
(3.2
|
)
|
|
(3.7
|
)
|
|||
Impact of foreign currency rate changes versus the U.S. dollar
|
(0.7
|
)
|
|
(1.5
|
)
|
|
(1.3
|
)
|
|||
Balance, end of year
|
$
|
20.7
|
|
|
$
|
21.8
|
|
|
$
|
22.5
|
|
Note 13:
|
Retirement Benefit Plans
|
|
U.S. plans
|
|
Foreign plans
|
||||||||||||||||||||
|
Pension benefits
|
|
Post-retirement benefits
|
|
Pension benefits
|
||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
59.2
|
|
|
$
|
67.6
|
|
|
$
|
18.3
|
|
|
$
|
20.4
|
|
|
$
|
183.3
|
|
|
$
|
197.7
|
|
Service cost
|
0.3
|
|
|
0.3
|
|
|
0.1
|
|
|
0.1
|
|
|
11.3
|
|
|
10.3
|
|
||||||
Interest cost
|
2.2
|
|
|
2.3
|
|
|
0.7
|
|
|
0.7
|
|
|
4.5
|
|
|
4.5
|
|
||||||
Actuarial (gain) loss
|
(2.9
|
)
|
|
(8.6
|
)
|
|
(0.2
|
)
|
|
(1.0
|
)
|
|
7.3
|
|
|
(0.6
|
)
|
||||||
Benefits paid
|
(0.9
|
)
|
|
(2.2
|
)
|
|
(1.9
|
)
|
|
(1.8
|
)
|
|
(7.8
|
)
|
|
(11.1
|
)
|
||||||
Impact of exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(11.0
|
)
|
|
(16.8
|
)
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
4.2
|
|
||||||
Settlements/Curtailments
|
(8.1
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
|
(4.9
|
)
|
||||||
Ending balance
|
$
|
49.8
|
|
|
$
|
59.2
|
|
|
$
|
17.0
|
|
|
$
|
18.3
|
|
|
$
|
179.6
|
|
|
$
|
183.3
|
|
Change in plan assets at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
33.9
|
|
|
$
|
35.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
78.2
|
|
|
$
|
79.3
|
|
Actual return on plan assets
|
2.8
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
3.1
|
|
||||||
Company contributions
|
—
|
|
|
0.8
|
|
|
1.9
|
|
|
1.8
|
|
|
14.2
|
|
|
12.1
|
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
4.2
|
|
||||||
Benefits and expenses paid
|
(1.6
|
)
|
|
(2.5
|
)
|
|
(1.9
|
)
|
|
(1.8
|
)
|
|
(7.8
|
)
|
|
(11.1
|
)
|
||||||
Impact of exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
(4.6
|
)
|
||||||
Settlements
|
(8.1
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
|
(4.8
|
)
|
||||||
Ending balance
|
$
|
27.0
|
|
|
$
|
33.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76.9
|
|
|
$
|
78.2
|
|
Funded status of plans
|
$
|
(22.8
|
)
|
|
$
|
(25.3
|
)
|
|
$
|
(17.0
|
)
|
|
$
|
(18.3
|
)
|
|
$
|
(102.7
|
)
|
|
$
|
(105.1
|
)
|
(In millions)
|
December 31,
2016 |
|
December 26,
2015 |
||||
Accrued benefit liability
|
$
|
(142.5
|
)
|
|
$
|
(148.7
|
)
|
Accumulated other comprehensive loss (pretax)
|
44.4
|
|
|
47.6
|
|
|
2016
|
|
2015
|
||||||||||||
(In millions)
|
Pension
Benefits |
|
Post-retirement
Benefits |
|
Pension
Benefits |
|
Post-retirement
Benefits |
||||||||
Transition obligation
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
Prior service cost (benefit)
|
1.1
|
|
|
(7.3
|
)
|
|
1.2
|
|
|
(8.7
|
)
|
||||
Net actuarial loss
|
47.4
|
|
|
1.0
|
|
|
51.7
|
|
|
1.3
|
|
||||
Accumulated other comprehensive loss(income) pretax
|
$
|
50.7
|
|
|
$
|
(6.3
|
)
|
|
$
|
55.0
|
|
|
$
|
(7.4
|
)
|
|
2016
|
|
2015
|
||||||||||||
(In millions)
|
Pension
Benefits
|
|
Post-retirement
Benefits
|
|
Pension
Benefits
|
|
Post-retirement
Benefits
|
||||||||
Net prior service cost (benefit)
|
—
|
|
|
1.3
|
|
|
(0.1
|
)
|
|
1.9
|
|
||||
Net actuarial (gain)
|
(12.3
|
)
|
|
(0.2
|
)
|
|
(13.2
|
)
|
|
(1.6
|
)
|
||||
Impact of exchange rates
|
8.0
|
|
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
||||
Other comprehensive (income) loss
|
$
|
(4.3
|
)
|
|
$
|
1.1
|
|
|
$
|
(18.9
|
)
|
|
$
|
0.3
|
|
|
Pension benefits
|
|
Post-retirement benefits
|
||||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost and expenses
|
$
|
11.8
|
|
|
$
|
10.8
|
|
|
$
|
10.8
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
6.7
|
|
|
6.9
|
|
|
8.6
|
|
|
0.7
|
|
|
0.7
|
|
|
1.1
|
|
||||||
Return on plan assets
|
(5.3
|
)
|
|
(5.3
|
)
|
|
(5.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement/Curtailment
|
3.9
|
|
|
1.7
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employee contributions
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net deferral
|
2.7
|
|
|
4.5
|
|
|
2.7
|
|
|
(1.3
|
)
|
|
(1.3
|
)
|
|
(0.6
|
)
|
||||||
Net periodic benefit cost (income)
|
$
|
19.6
|
|
|
$
|
18.4
|
|
|
$
|
17.8
|
|
|
$
|
(0.5
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
0.6
|
|
Weighted average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. plans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate, net periodic benefit cost
|
3.9
|
%
|
|
3.6
|
%
|
|
3.9
|
%
|
|
4.0
|
%
|
|
3.8
|
%
|
|
4.5
|
%
|
||||||
Discount rate, benefit obligations
|
3.7
|
|
|
3.9
|
|
|
3.5
|
|
|
4.0
|
|
|
4.0
|
|
|
3.8
|
|
||||||
Return on plan assets
|
8.3
|
|
|
8.3
|
|
|
8.3
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Salary growth rate, net periodic benefit cost
|
—
|
|
|
3.0
|
|
|
3.0
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Salary growth rate, benefit obligations
|
—
|
|
|
—
|
|
|
3.0
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Foreign plans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
2.3
|
%
|
|
2.4
|
%
|
|
2.6
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Return on plan assets
|
3.2
|
|
|
3.4
|
|
|
3.8
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Salary growth rate
|
2.9
|
|
|
3.1
|
|
|
3.2
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
2016
|
|
2015
|
||||||||
Asset category
|
U.S. plans
|
|
Foreign plans
|
|
U.S. plans
|
|
Foreign plans
|
||||
Equity securities
|
62
|
%
|
|
27
|
%
|
|
63
|
%
|
|
27
|
%
|
Fixed income securities
|
38
|
|
|
16
|
|
|
37
|
|
|
16
|
|
Cash and money market investments
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
Guaranteed contracts
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Description of assets
(in millions)
|
December 31,
2016 |
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|||||||||
Domestic plans:
|
|
|
|
|
|
|
|
|||||||||
|
Common/collective trust (a)
|
$
|
27.0
|
|
|
$
|
—
|
|
|
$
|
27.0
|
|
|
$
|
—
|
|
Foreign plans:
|
|
|
|
|
|
|
|
|||||||||
Australia
|
Investment fund (b)
|
2.6
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
||||
Switzerland
|
Guaranteed insurance contract (c)
|
28.5
|
|
|
—
|
|
|
—
|
|
|
28.5
|
|
||||
Germany
|
Guaranteed insurance contract (c)
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
||||
Belgium
|
Mutual fund (d)
|
21.8
|
|
|
21.8
|
|
|
—
|
|
|
—
|
|
||||
Austria
|
Guaranteed insurance contract (c)
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||
Korea
|
Guaranteed insurance contract (c)
|
4.0
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
||||
Japan
|
Common/collective trust (e)
|
10.9
|
|
|
—
|
|
|
10.9
|
|
|
—
|
|
||||
Philippines
|
Fixed income securities (f)
|
1.4
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
||||
|
Equity fund (f)
|
2.3
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
103.9
|
|
|
$
|
25.5
|
|
|
$
|
40.5
|
|
|
$
|
37.9
|
|
Description of assets
(in millions)
|
December 26,
2015 |
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|||||||||
Domestic plans:
|
|
|
|
|
|
|
|
|||||||||
|
Common/collective trust (a)
|
$
|
33.9
|
|
|
$
|
—
|
|
|
$
|
33.9
|
|
|
$
|
—
|
|
Foreign plans:
|
|
|
|
|
|
|
|
|||||||||
Australia
|
Investment fund (b)
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
||||
Switzerland
|
Guaranteed insurance contract (c)
|
30.9
|
|
|
—
|
|
|
—
|
|
|
30.9
|
|
||||
Germany
|
Guaranteed insurance contract (c)
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
||||
Belgium
|
Mutual funds (d)
|
21.8
|
|
|
21.8
|
|
|
—
|
|
|
—
|
|
||||
Austria
|
Guaranteed insurance contract (c)
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||
Korea
|
Guaranteed insurance contract (c)
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
||||
Japan
|
Common/collective trust (e)
|
11.1
|
|
|
—
|
|
|
11.1
|
|
|
—
|
|
||||
Philippines
|
Fixed income securities (f)
|
1.4
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
||||
|
Equity fund (f)
|
2.9
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
112.1
|
|
|
$
|
26.1
|
|
|
$
|
47.3
|
|
|
$
|
38.7
|
|
(a)
|
The investment strategy of the U.S. pension plan for each period presented was to achieve a return greater than or equal to the return that would have been earned by a portfolio invested approximately
60 percent
in equity securities and
40 percent
in fixed income securities. As of the years ended
December 31, 2016
and
December 26, 2015
, the common trusts held
62 percent
and
63 percent
of its assets in equity securities and
38 percent
and
37 percent
in fixed income securities, respectively. The percentage of funds invested in equity securities at the end of
2016
and
2015
, included:
10 percent
in international stocks,
20 percent
in small U.S. stocks in each year, and
32 percent
and
33 percent
in large U.S. stocks, respectively. The common trusts are comprised of shares or units in commingled funds that are not publicly traded. The underlying assets in these funds (equity securities and fixed income securities) are valued using quoted market prices.
|
(b)
|
For each period presented, the strategy of this fund is to achieve a long-term net return of at least
4 percent
above inflation based on the Australian consumer price index over a rolling five-year period. The investment strategy is to invest mainly in equities and property, which are expected to earn relatively higher returns over the long term. The fair value of the fund is determined using the net asset value per share using quoted market prices or other observable inputs in active markets. As of
December 31, 2016
and
December 26, 2015
, the percentage of funds held in investments included: Australian equities of
31 percent
and
29 percent
, other equities of listed companies outside of Australia of
41 percent
and
42 percent
, real estate of
9 percent
and
10 percent
, respectively, and government and corporate bonds of
12 percent
and cash of
7 percent
in each year.
|
(c)
|
The strategy of the Company's plans in Austria, Germany, Korea and Switzerland is to seek to ensure the future benefit payments of their participants and manage market risk. This is achieved by funding the pension obligations through guaranteed insurance contracts. The plan assets operate similar to investment contracts whereby the interest rate, as well as the surrender value, is guaranteed. The fair value is determined as the contract value, using a guaranteed rate of return which will increase if the market performance exceeds that return.
|
(d)
|
The strategy of the Belgian plan in each period presented is to seek to achieve a return greater than or equal to the return that would have been earned by a portfolio invested approximately
62 percent
in equity securities and
38 percent
in fixed income securities. The fair value of the fund is calculated using the net asset value per share as determined by the quoted market prices of the underlying investments. As of
December 31, 2016
and
December 26, 2015
, the percentage of funds held in various asset classes included: large-cap equities of European companies of
27 percent
and
24 percent
, small-cap equities of European companies of
17 percent
and
19 percent
, bonds, primarily from European and U.S. governments, of
32 percent
and
31 percent
, and money market fund of
17 percent
and
18 percent
, and equities outside of Europe, mainly in the U.S. and emerging markets,
7 percent
and
8 percent
, respectively.
|
(e)
|
The Company's strategy is to invest approximately
47 percent
of assets to benefit from the higher expected returns from long-term investments in equities and to invest
53 percent
of assets in short-term low investment risk instruments to fund near term benefits payments. The target allocation for plan assets to implement this strategy is
40 percent
equities in Japanese listed securities,
7 percent
in equities outside of Japan,
3 percent
in cash and other short-term investments and
50 percent
in domestic Japanese bonds. This strategy has been achieved through a collective trust that held
100 percent
of total funded assets as of
December 31, 2016
and
December 26, 2015
. As of the end of
December 31, 2016
and
December 26, 2015
, the allocation of funds within the common collective trust included:
40 percent
and
50 percent
in Japanese equities,
50 percent
and
40 percent
in Japanese bonds, respectively, and
7 percent
in equities of companies based outside of Japan and
3 percent
in cash and other short term investments in each year. The fair value of the collective trust is determined by the market value of the underlying shares, which are traded in active markets.
|
(f)
|
In both years, the investment strategy in the Philippines was to achieve an appropriate balance between risk and return, from a diversified portfolio of Philippine peso denominated bonds and equities. The target asset class allocations is
57 percent
in equity securities,
38 percent
fixed income securities and
5 percent
in cash and deposits. The fixed income securities at year end included assets valued using a weighted average of completed deals on similarly termed government securities, as well as balances invested in short term deposit accounts. The equity index fund was valued at the closing price of the active market in which it was traded.
|
|
Year Ending
|
||||||
(In millions)
|
December 31,
2016 |
|
December 26,
2015 |
||||
Beginning balance
|
$
|
38.7
|
|
|
$
|
36.7
|
|
Realized gains
|
0.9
|
|
|
0.7
|
|
||
Purchases, sales and settlements, net
|
(0.4
|
)
|
|
2.5
|
|
||
Impact of exchange rates
|
(1.3
|
)
|
|
(1.2
|
)
|
||
Ending balance
|
$
|
37.9
|
|
|
$
|
38.7
|
|
Years
|
|
Pension benefits
|
|
Post-retirement benefits
|
|
Total
|
||||||
2017
|
|
|
$13.2
|
|
|
|
$1.8
|
|
|
|
$15.0
|
|
2018
|
|
15.9
|
|
|
1.7
|
|
|
17.6
|
|
|||
2019
|
|
22.7
|
|
|
1.6
|
|
|
24.3
|
|
|||
2020
|
|
11.7
|
|
|
1.5
|
|
|
13.2
|
|
|||
2021
|
|
12.2
|
|
|
1.4
|
|
|
13.6
|
|
|||
2022-2026
|
|
66.6
|
|
|
5.8
|
|
|
72.4
|
|
Note 14:
|
Incentive Compensation Plans
|
|
2016
|
|
2015
|
|
2014
|
|||
Dividend yield
|
4.7
|
%
|
|
4.3
|
%
|
|
3.3
|
%
|
Expected volatility
|
30
|
%
|
|
36
|
%
|
|
40
|
%
|
Risk-free interest rate
|
2.1
|
%
|
|
2.1
|
%
|
|
2.1
|
%
|
Expected life
|
7 years
|
|
|
7 years
|
|
|
7 years
|
|
|
Shares subject
to option
|
|
Weighted
average exercise
price per share
|
|
Aggregate Intrinsic Value
(in millions)
|
|||||
Outstanding at December 26, 2015
|
2,100,478
|
|
|
|
$56.92
|
|
|
|
||
Granted
|
666,848
|
|
|
58.90
|
|
|
|
|
||
Expired/Forfeited
|
(12,119
|
)
|
|
59.79
|
|
|
|
|||
Exercised
|
(32,242
|
)
|
|
24.54
|
|
|
|
|
||
Outstanding at December 31, 2016
|
2,722,965
|
|
|
|
$57.78
|
|
|
|
$5.2
|
|
Exercisable at December 31, 2016
|
1,601,018
|
|
|
|
$57.37
|
|
|
|
$5.2
|
|
|
Non-vested Shares
outstanding
|
|
Weighted average
grant date per share fair value
|
|||
Outstanding at December 26, 2015
|
550,467
|
|
|
|
$69.71
|
|
Time-vested shares granted
|
180,207
|
|
|
59.06
|
|
|
Market-vested shares granted
|
30,019
|
|
|
49.55
|
|
|
Performance shares granted
|
89,321
|
|
|
49.95
|
|
|
Performance share adjustments
|
369
|
|
|
58.50
|
|
|
Vested
|
(221,583
|
)
|
|
72.77
|
|
|
Forfeited
|
(25,860
|
)
|
|
70.37
|
|
|
Outstanding at December 31, 2016
|
602,940
|
|
|
|
$61.28
|
|
Note 15:
|
Segment Information
|
Europe
|
Primarily design-centric preparation, storage and serving solutions for the kitchen and home through the Tupperware
®
brand. Europe also includes Avroy Shlain
®
in South Africa and Nutrimetics
®
in France, which sell beauty and personal care products. Some units in Asia Pacific also sell beauty and personal care products under the NaturCare
®
, Nutrimetics
®
and Fuller
®
brands.
|
Asia Pacific
|
|
Tupperware North America
|
|
Beauty North America
|
Premium cosmetics, skin care and personal care products marketed under the Beauticontrol
®
brand in the United States, Canada and Puerto Rico and the Fuller Cosmetics
®
brand in Mexico and Central America.
|
South America
|
Both housewares and beauty products under the Fuller
®
, Nutrimetics
®,
Nuvo
®
and Tupperware
®
brands.
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Europe
|
$
|
559.4
|
|
|
$
|
612.9
|
|
|
$
|
740.6
|
|
Asia Pacific
|
748.6
|
|
|
771.0
|
|
|
839.6
|
|
|||
Tupperware North America
|
358.3
|
|
|
353.7
|
|
|
349.9
|
|
|||
Beauty North America
|
190.0
|
|
|
240.0
|
|
|
290.9
|
|
|||
South America
|
356.8
|
|
|
306.2
|
|
|
385.1
|
|
|||
Total net sales
|
$
|
2,213.1
|
|
|
$
|
2,283.8
|
|
|
$
|
2,606.1
|
|
Segment profit:
|
|
|
|
|
|
||||||
Europe
|
$
|
65.3
|
|
|
$
|
92.4
|
|
|
$
|
117.5
|
|
Asia Pacific
|
181.0
|
|
|
175.9
|
|
|
191.7
|
|
|||
Tupperware North America
|
69.7
|
|
|
67.4
|
|
|
68.3
|
|
|||
Beauty North America
|
(3.6
|
)
|
|
2.3
|
|
|
1.3
|
|
|||
South America
|
82.2
|
|
|
46.5
|
|
|
27.1
|
|
|||
Total segment profit
|
$
|
394.6
|
|
|
$
|
384.5
|
|
|
$
|
405.9
|
|
Unallocated expenses
|
(67.6
|
)
|
|
(72.8
|
)
|
|
(55.9
|
)
|
|||
Re-engineering and impairment charges (a)
|
(7.6
|
)
|
|
(20.3
|
)
|
|
(11.0
|
)
|
|||
Gains on disposal of assets (b)
|
27.3
|
|
|
13.7
|
|
|
2.7
|
|
|||
Interest expense, net
|
(45.4
|
)
|
|
(45.2
|
)
|
|
(43.5
|
)
|
|||
Income before taxes
|
$
|
301.3
|
|
|
$
|
259.9
|
|
|
$
|
298.2
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Europe
|
$
|
15.9
|
|
|
$
|
17.3
|
|
|
$
|
20.5
|
|
Asia Pacific
|
14.5
|
|
|
14.9
|
|
|
12.8
|
|
|||
Tupperware North America
|
10.2
|
|
|
10.5
|
|
|
9.6
|
|
|||
Beauty North America
|
8.5
|
|
|
10.8
|
|
|
11.8
|
|
|||
South America
|
3.3
|
|
|
4.1
|
|
|
4.2
|
|
|||
Corporate
|
5.1
|
|
|
4.8
|
|
|
4.8
|
|
|||
Total depreciation and amortization
|
$
|
57.5
|
|
|
$
|
62.4
|
|
|
$
|
63.7
|
|
Capital expenditures:
|
|
|
|
|
|
||||||
Europe
|
$
|
15.6
|
|
|
$
|
18.2
|
|
|
$
|
18.9
|
|
Asia Pacific
|
12.0
|
|
|
12.3
|
|
|
19.3
|
|
|||
Tupperware North America
|
9.1
|
|
|
9.2
|
|
|
11.8
|
|
|||
Beauty North America
|
2.8
|
|
|
3.4
|
|
|
3.1
|
|
|||
South America
|
12.4
|
|
|
8.9
|
|
|
12.6
|
|
|||
Corporate
|
9.7
|
|
|
9.1
|
|
|
3.7
|
|
|||
Total capital expenditures
|
$
|
61.6
|
|
|
$
|
61.1
|
|
|
$
|
69.4
|
|
Identifiable assets:
|
|
|
|
|
|
||||||
Europe
|
$
|
257.2
|
|
|
$
|
276.5
|
|
|
$
|
343.4
|
|
Asia Pacific
|
278.6
|
|
|
290.2
|
|
|
315.3
|
|
|||
Tupperware North America
|
119.0
|
|
|
121.2
|
|
|
137.1
|
|
|||
Beauty North America
|
214.7
|
|
|
254.0
|
|
|
317.0
|
|
|||
South America
|
124.6
|
|
|
96.9
|
|
|
131.1
|
|
|||
Corporate
|
593.7
|
|
|
559.4
|
|
|
525.9
|
|
|||
Total identifiable assets
|
$
|
1,587.8
|
|
|
$
|
1,598.2
|
|
|
$
|
1,769.8
|
|
(a)
|
See Note 2 to the unaudited Consolidated Financial Statements for a discussion of re-engineering and impairment charges.
|
(b)
|
Gains on disposal of assets in
2016
,
2015
and
2014
include
$26.5 million
,
$12.9 million
and
$1.3 million
from transactions related to land near the Orlando, FL headquarters.
|
Note 16:
|
Commitments and Contingencies
|
Note 17:
|
Allowance for Long-Term Receivables
|
Note 18:
|
Guarantor Information
|
|
Year ended December 31, 2016
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,219.1
|
|
|
$
|
(6.0
|
)
|
|
$
|
2,213.1
|
|
Other revenue
|
—
|
|
|
126.9
|
|
|
29.3
|
|
|
(156.2
|
)
|
|
—
|
|
|||||
Cost of products sold
|
—
|
|
|
29.4
|
|
|
838.9
|
|
|
(153.3
|
)
|
|
715.0
|
|
|||||
Gross margin
|
—
|
|
|
97.5
|
|
|
1,409.5
|
|
|
(8.9
|
)
|
|
1,498.1
|
|
|||||
Delivery, sales and administrative expense
|
19.1
|
|
|
78.1
|
|
|
1,082.5
|
|
|
(8.9
|
)
|
|
1,170.8
|
|
|||||
Re-engineering and impairment charges
|
—
|
|
|
1.2
|
|
|
6.4
|
|
|
—
|
|
|
7.6
|
|
|||||
Gains on disposal of assets including insurance recoveries, net
|
—
|
|
|
—
|
|
|
27.3
|
|
|
—
|
|
|
27.3
|
|
|||||
Operating income (loss)
|
(19.1
|
)
|
|
18.2
|
|
|
347.9
|
|
|
—
|
|
|
347.0
|
|
|||||
Interest income
|
20.9
|
|
|
1.8
|
|
|
27.1
|
|
|
(46.4
|
)
|
|
3.4
|
|
|||||
Interest expense
|
34.9
|
|
|
51.5
|
|
|
8.8
|
|
|
(46.4
|
)
|
|
48.8
|
|
|||||
Income from equity investments in subsidiaries
|
242.3
|
|
|
240.9
|
|
|
—
|
|
|
(483.2
|
)
|
|
—
|
|
|||||
Other expense
|
0.1
|
|
|
(33.6
|
)
|
|
33.8
|
|
|
—
|
|
|
0.3
|
|
|||||
Income before income taxes
|
209.1
|
|
|
243.0
|
|
|
332.4
|
|
|
(483.2
|
)
|
|
301.3
|
|
|||||
Provision (benefit) for income taxes
|
(14.5
|
)
|
|
5.1
|
|
|
87.1
|
|
|
—
|
|
|
77.7
|
|
|||||
Net income
|
$
|
223.6
|
|
|
$
|
237.9
|
|
|
$
|
245.3
|
|
|
$
|
(483.2
|
)
|
|
$
|
223.6
|
|
Comprehensive income
|
$
|
174.1
|
|
|
$
|
188.0
|
|
|
$
|
163.8
|
|
|
$
|
(351.8
|
)
|
|
$
|
174.1
|
|
|
Year ended December 26, 2015
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,288.6
|
|
|
$
|
(4.8
|
)
|
|
$
|
2,283.8
|
|
Other revenue
|
—
|
|
|
123.9
|
|
|
31.6
|
|
|
(155.5
|
)
|
|
—
|
|
|||||
Cost of products sold
|
—
|
|
|
31.6
|
|
|
864.0
|
|
|
(151.2
|
)
|
|
744.4
|
|
|||||
Gross margin
|
—
|
|
|
92.3
|
|
|
1,456.2
|
|
|
(9.1
|
)
|
|
1,539.4
|
|
|||||
Delivery, sales and administrative expense
|
20.6
|
|
|
78.6
|
|
|
1,127.5
|
|
|
(9.1
|
)
|
|
1,217.6
|
|
|||||
Re-engineering and impairment charges
|
—
|
|
|
—
|
|
|
20.3
|
|
|
—
|
|
|
20.3
|
|
|||||
Gains on disposal of assets including insurance recoveries, net
|
—
|
|
|
—
|
|
|
13.7
|
|
|
—
|
|
|
13.7
|
|
|||||
Operating income (loss)
|
(20.6
|
)
|
|
13.7
|
|
|
322.1
|
|
|
—
|
|
|
315.2
|
|
|||||
Interest income
|
19.6
|
|
|
22.5
|
|
|
7.4
|
|
|
(47.1
|
)
|
|
2.4
|
|
|||||
Interest expense
|
36.4
|
|
|
37.7
|
|
|
20.6
|
|
|
(47.1
|
)
|
|
47.6
|
|
|||||
Income from equity investments in subsidiaries
|
208.1
|
|
|
203.6
|
|
|
—
|
|
|
(411.7
|
)
|
|
—
|
|
|||||
Other expense
|
—
|
|
|
0.6
|
|
|
9.5
|
|
|
—
|
|
|
10.1
|
|
|||||
Income before income taxes
|
170.7
|
|
|
201.5
|
|
|
299.4
|
|
|
(411.7
|
)
|
|
259.9
|
|
|||||
Provision (benefit) for income taxes
|
(15.1
|
)
|
|
(4.0
|
)
|
|
93.2
|
|
|
—
|
|
|
74.1
|
|
|||||
Net income
|
$
|
185.8
|
|
|
$
|
205.5
|
|
|
$
|
206.2
|
|
|
$
|
(411.7
|
)
|
|
$
|
185.8
|
|
Comprehensive income
|
$
|
72.5
|
|
|
$
|
84.0
|
|
|
$
|
104.0
|
|
|
$
|
(188.0
|
)
|
|
$
|
72.5
|
|
|
Year ended December 27, 2014
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,613.9
|
|
|
$
|
(7.8
|
)
|
|
$
|
2,606.1
|
|
Other revenue
|
—
|
|
|
138.5
|
|
|
25.9
|
|
|
(164.4
|
)
|
|
—
|
|
|||||
Cost of products sold
|
—
|
|
|
25.9
|
|
|
1,020.8
|
|
|
(162.7
|
)
|
|
884.0
|
|
|||||
Gross margin
|
—
|
|
|
112.6
|
|
|
1,619.0
|
|
|
(9.5
|
)
|
|
1,722.1
|
|
|||||
Delivery, sales and administrative expense
|
19.5
|
|
|
67.1
|
|
|
1,269.0
|
|
|
(9.5
|
)
|
|
1,346.1
|
|
|||||
Re-engineering and impairment charges
|
—
|
|
|
0.1
|
|
|
10.9
|
|
|
—
|
|
|
11.0
|
|
|||||
Gains on disposal of assets including insurance recoveries, net
|
—
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|||||
Operating income (loss)
|
(19.5
|
)
|
|
45.4
|
|
|
341.8
|
|
|
—
|
|
|
367.7
|
|
|||||
Interest income
|
0.4
|
|
|
28.9
|
|
|
4.4
|
|
|
(30.7
|
)
|
|
3.0
|
|
|||||
Interest expense
|
36.3
|
|
|
20.7
|
|
|
20.2
|
|
|
(30.7
|
)
|
|
46.5
|
|
|||||
Income from equity investments in subsidiaries
|
250.3
|
|
|
217.4
|
|
|
—
|
|
|
(467.7
|
)
|
|
—
|
|
|||||
Other expense
|
—
|
|
|
0.2
|
|
|
25.8
|
|
|
—
|
|
|
26.0
|
|
|||||
Income before income taxes
|
194.9
|
|
|
270.8
|
|
|
300.2
|
|
|
(467.7
|
)
|
|
298.2
|
|
|||||
Provision (benefit) for income taxes
|
(19.5
|
)
|
|
20.8
|
|
|
82.5
|
|
|
—
|
|
|
83.8
|
|
|||||
Net income
|
$
|
214.4
|
|
|
$
|
250.0
|
|
|
$
|
217.7
|
|
|
$
|
(467.7
|
)
|
|
$
|
214.4
|
|
Comprehensive income
|
$
|
122.5
|
|
|
$
|
160.9
|
|
|
$
|
166.4
|
|
|
$
|
(327.3
|
)
|
|
$
|
122.5
|
|
|
December 31, 2016
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
92.7
|
|
|
$
|
—
|
|
|
$
|
93.2
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
125.3
|
|
|
—
|
|
|
125.3
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
240.4
|
|
|
—
|
|
|
240.4
|
|
|||||
Non-trade amounts receivable, net
|
—
|
|
|
50.5
|
|
|
85.1
|
|
|
(70.7
|
)
|
|
64.9
|
|
|||||
Intercompany receivables
|
11.9
|
|
|
935.8
|
|
|
270.3
|
|
|
(1,218.0
|
)
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
1.1
|
|
|
5.4
|
|
|
100.9
|
|
|
(85.9
|
)
|
|
21.5
|
|
|||||
Total current assets
|
13.0
|
|
|
992.2
|
|
|
914.7
|
|
|
(1,374.6
|
)
|
|
545.3
|
|
|||||
Deferred income tax benefits, net
|
142.7
|
|
|
193.2
|
|
|
203.8
|
|
|
—
|
|
|
539.7
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
50.4
|
|
|
209.4
|
|
|
—
|
|
|
259.8
|
|
|||||
Long-term receivables, net
|
—
|
|
|
0.1
|
|
|
13.1
|
|
|
—
|
|
|
13.2
|
|
|||||
Tradenames, net
|
—
|
|
|
—
|
|
|
67.3
|
|
|
—
|
|
|
67.3
|
|
|||||
Goodwill
|
—
|
|
|
2.9
|
|
|
129.7
|
|
|
—
|
|
|
132.6
|
|
|||||
Investments in subsidiaries
|
1,356.7
|
|
|
1,321.3
|
|
|
—
|
|
|
(2,678.0
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
|
479.4
|
|
|
95.6
|
|
|
725.6
|
|
|
(1,300.6
|
)
|
|
—
|
|
|||||
Other assets, net
|
1.2
|
|
|
1.2
|
|
|
57.8
|
|
|
(30.3
|
)
|
|
29.9
|
|
|||||
Total assets
|
$
|
1,993.0
|
|
|
$
|
2,656.9
|
|
|
$
|
2,321.4
|
|
|
$
|
(5,383.5
|
)
|
|
$
|
1,587.8
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
112.7
|
|
|
$
|
—
|
|
|
$
|
117.7
|
|
Short-term borrowings and current portion of long-term debt and capital lease obligations
|
104.0
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
105.9
|
|
|||||
Intercompany payables
|
858.9
|
|
|
263.4
|
|
|
95.7
|
|
|
(1,218.0
|
)
|
|
—
|
|
|||||
Accrued liabilities
|
130.9
|
|
|
102.8
|
|
|
246.9
|
|
|
(156.6
|
)
|
|
324.0
|
|
|||||
Total current liabilities
|
1,093.8
|
|
|
371.2
|
|
|
457.2
|
|
|
(1,374.6
|
)
|
|
547.6
|
|
|||||
Long-term debt and capital lease obligations
|
599.4
|
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
606.0
|
|
|||||
Intercompany notes payable
|
77.0
|
|
|
928.0
|
|
|
295.6
|
|
|
(1,300.6
|
)
|
|
—
|
|
|||||
Other liabilities
|
10.0
|
|
|
56.8
|
|
|
184.9
|
|
|
(30.3
|
)
|
|
221.4
|
|
|||||
Shareholders' equity
|
212.8
|
|
|
1,300.9
|
|
|
1,377.1
|
|
|
(2,678.0
|
)
|
|
212.8
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
1,993.0
|
|
|
$
|
2,656.9
|
|
|
$
|
2,321.4
|
|
|
$
|
(5,383.5
|
)
|
|
$
|
1,587.8
|
|
|
December 26, 2015
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79.8
|
|
|
$
|
—
|
|
|
$
|
79.8
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
142.7
|
|
|
—
|
|
|
142.7
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
254.6
|
|
|
—
|
|
|
254.6
|
|
|||||
Non-trade amounts receivable, net
|
0.1
|
|
|
30.1
|
|
|
109.6
|
|
|
(94.3
|
)
|
|
45.5
|
|
|||||
Intercompany receivables
|
11.8
|
|
|
754.2
|
|
|
228.8
|
|
|
(994.8
|
)
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
1.1
|
|
|
3.3
|
|
|
118.1
|
|
|
(94.6
|
)
|
|
27.9
|
|
|||||
Total current assets
|
13.0
|
|
|
787.6
|
|
|
933.6
|
|
|
(1,183.7
|
)
|
|
550.5
|
|
|||||
Deferred income tax benefits, net
|
143.5
|
|
|
219.9
|
|
|
161.5
|
|
|
—
|
|
|
524.9
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
46.6
|
|
|
207.0
|
|
|
—
|
|
|
253.6
|
|
|||||
Long-term receivables, net
|
—
|
|
|
0.1
|
|
|
13.1
|
|
|
—
|
|
|
13.2
|
|
|||||
Tradenames, net
|
—
|
|
|
—
|
|
|
82.7
|
|
|
—
|
|
|
82.7
|
|
|||||
Goodwill
|
—
|
|
|
2.9
|
|
|
143.4
|
|
|
—
|
|
|
146.3
|
|
|||||
Investment in subsidiaries
|
1,164.8
|
|
|
1,190.1
|
|
|
—
|
|
|
(2,354.9
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
|
462.0
|
|
|
90.5
|
|
|
579.7
|
|
|
(1,132.2
|
)
|
|
—
|
|
|||||
Other assets, net
|
1.6
|
|
|
0.6
|
|
|
108.1
|
|
|
(83.3
|
)
|
|
27.0
|
|
|||||
Total assets
|
$
|
1,784.9
|
|
|
$
|
2,338.3
|
|
|
$
|
2,229.1
|
|
|
$
|
(4,754.1
|
)
|
|
$
|
1,598.2
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
$
|
—
|
|
|
$
|
3.3
|
|
|
$
|
123.5
|
|
|
$
|
(0.1
|
)
|
|
$
|
126.7
|
|
Short-term borrowings and current portion of long-term debt and capital lease obligations
|
90.4
|
|
|
1.2
|
|
|
70.9
|
|
|
—
|
|
|
162.5
|
|
|||||
Intercompany payables
|
688.2
|
|
|
224.2
|
|
|
82.4
|
|
|
(994.8
|
)
|
|
—
|
|
|||||
Accrued liabilities
|
155.1
|
|
|
111.5
|
|
|
247.1
|
|
|
(188.9
|
)
|
|
324.8
|
|
|||||
Total current liabilities
|
933.7
|
|
|
340.2
|
|
|
523.9
|
|
|
(1,183.8
|
)
|
|
614.0
|
|
|||||
Long-term debt and capital lease obligations
|
599.3
|
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
608.2
|
|
|||||
Intercompany notes payable
|
78.5
|
|
|
768.1
|
|
|
285.6
|
|
|
(1,132.2
|
)
|
|
—
|
|
|||||
Other liabilities
|
12.4
|
|
|
107.8
|
|
|
178.0
|
|
|
(83.2
|
)
|
|
215.0
|
|
|||||
Shareholders' equity
|
161.0
|
|
|
1,122.2
|
|
|
1,232.7
|
|
|
(2,354.9
|
)
|
|
161.0
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
1,784.9
|
|
|
$
|
2,338.3
|
|
|
$
|
2,229.1
|
|
|
$
|
(4,754.1
|
)
|
|
$
|
1,598.2
|
|
|
Year ended December 31, 2016
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(29.9
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
275.2
|
|
|
$
|
(5.9
|
)
|
|
$
|
238.6
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(16.0
|
)
|
|
(45.6
|
)
|
|
—
|
|
|
(61.6
|
)
|
|||||
Proceeds from disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
35.9
|
|
|
—
|
|
|
35.9
|
|
|||||
Net intercompany loans
|
(18.9
|
)
|
|
(186.4
|
)
|
|
(194.5
|
)
|
|
399.8
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(18.9
|
)
|
|
(202.4
|
)
|
|
(204.2
|
)
|
|
399.8
|
|
|
(25.7
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividend payments to shareholders
|
(138.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138.8
|
)
|
|||||
Dividend payments to parent
|
—
|
|
|
—
|
|
|
(21.2
|
)
|
|
21.2
|
|
|
—
|
|
|||||
Net proceeds from issuance of senior notes
|
(0.2
|
)
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from exercise of stock options
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Repurchase of common stock
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|||||
Repayment of long-term debt and capital lease obligations
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
(2.2
|
)
|
|||||
Net change in short-term debt
|
17.5
|
|
|
(1.2
|
)
|
|
(68.3
|
)
|
|
—
|
|
|
(52.0
|
)
|
|||||
Excess tax benefits from share-based payment arrangements
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Net intercompany borrowings
|
170.6
|
|
|
204.9
|
|
|
39.6
|
|
|
(415.1
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
48.8
|
|
|
203.7
|
|
|
(51.9
|
)
|
|
(393.9
|
)
|
|
(193.3
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(6.2
|
)
|
|
—
|
|
|
(6.2
|
)
|
|||||
Net change in cash and cash equivalents
|
—
|
|
|
0.5
|
|
|
12.9
|
|
|
—
|
|
|
13.4
|
|
|||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
—
|
|
|
79.8
|
|
|
—
|
|
|
79.8
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
92.7
|
|
|
$
|
—
|
|
|
$
|
93.2
|
|
|
Year ended December 26, 2015
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
438.9
|
|
|
$
|
230.6
|
|
|
$
|
66.4
|
|
|
$
|
(510.2
|
)
|
|
$
|
225.7
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(14.7
|
)
|
|
(46.4
|
)
|
|
—
|
|
|
(61.1
|
)
|
|||||
Proceeds from disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
18.0
|
|
|
—
|
|
|
18.0
|
|
|||||
Net intercompany loans
|
(335.7
|
)
|
|
296.3
|
|
|
492.0
|
|
|
(452.6
|
)
|
|
—
|
|
|||||
Return of capital
|
—
|
|
|
105.5
|
|
|
—
|
|
|
(105.5
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(335.7
|
)
|
|
387.1
|
|
|
463.6
|
|
|
(558.1
|
)
|
|
(43.1
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividend payments to shareholders
|
(138.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138.0
|
)
|
|||||
Dividend payments to parent
|
—
|
|
|
(400.0
|
)
|
|
(103.1
|
)
|
|
503.1
|
|
|
—
|
|
|||||
Net proceeds from issuance of senior notes
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Proceeds from exercise of stock options
|
16.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.1
|
|
|||||
Repurchase of common stock
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||
Repayment of long-term debt and capital lease obligations
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
|||||
Net change in short-term debt
|
(9.5
|
)
|
|
(2.3
|
)
|
|
(24.6
|
)
|
|
—
|
|
|
(36.4
|
)
|
|||||
Debt issuance costs
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Excess tax benefits from share-based payment arrangements
|
6.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|||||
Net intercompany borrowings
|
24.3
|
|
|
(215.3
|
)
|
|
(268.8
|
)
|
|
459.8
|
|
|
—
|
|
|||||
Return of capital to parent
|
—
|
|
|
—
|
|
|
(105.5
|
)
|
|
105.5
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(103.2
|
)
|
|
(617.6
|
)
|
|
(504.7
|
)
|
|
1,068.4
|
|
|
(157.1
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(0.1
|
)
|
|
(22.5
|
)
|
|
(0.1
|
)
|
|
(22.7
|
)
|
|||||
Net change in cash and cash equivalents
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
2.8
|
|
|||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
—
|
|
|
77.0
|
|
|
—
|
|
|
77.0
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79.8
|
|
|
$
|
—
|
|
|
$
|
79.8
|
|
|
Year ended December 27, 2014
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
306.7
|
|
|
$
|
1,482.7
|
|
|
$
|
96.5
|
|
|
$
|
(1,601.8
|
)
|
|
$
|
284.1
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(14.7
|
)
|
|
(54.7
|
)
|
|
—
|
|
|
(69.4
|
)
|
|||||
Proceeds from disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
7.1
|
|
|||||
Net intercompany loans
|
5.1
|
|
|
(190.8
|
)
|
|
1,839.9
|
|
|
(1,654.2
|
)
|
|
—
|
|
|||||
Return of capital
|
—
|
|
|
604.3
|
|
|
—
|
|
|
(604.3
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
5.1
|
|
|
398.8
|
|
|
1,792.3
|
|
|
(2,258.5
|
)
|
|
(62.3
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividend payments to shareholders
|
(135.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(135.5
|
)
|
|||||
Dividend payments to parent
|
—
|
|
|
(352.0
|
)
|
|
(1,281.5
|
)
|
|
1,633.5
|
|
|
—
|
|
|||||
Proceeds from exercise of stock options
|
15.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.7
|
|
|||||
Repurchase of common stock
|
(92.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92.3
|
)
|
|||||
Repayment of long-term debt and capital lease obligations
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
|||||
Net change in short-term debt
|
(9.1
|
)
|
|
2.3
|
|
|
4.6
|
|
|
—
|
|
|
(2.2
|
)
|
|||||
Excess tax benefits from share-based payment arrangements
|
6.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|||||
Net intercompany borrowings
|
(96.9
|
)
|
|
(1,530.4
|
)
|
|
4.9
|
|
|
1,622.4
|
|
|
—
|
|
|||||
Return of capital to parent
|
—
|
|
|
—
|
|
|
(604.3
|
)
|
|
604.3
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(311.8
|
)
|
|
(1,880.1
|
)
|
|
(1,879.3
|
)
|
|
3,860.2
|
|
|
(211.0
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(1.5
|
)
|
|
(59.7
|
)
|
|
0.1
|
|
|
(61.1
|
)
|
|||||
Net change in cash and cash equivalents
|
—
|
|
|
(0.1
|
)
|
|
(50.2
|
)
|
|
—
|
|
|
(50.3
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
0.1
|
|
|
127.2
|
|
|
—
|
|
|
127.3
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77.0
|
|
|
$
|
—
|
|
|
$
|
77.0
|
|
Note 19:
|
Quarterly Financial Summary (Unaudited)
|
(In millions, except per share amounts)
|
First
quarter
|
|
Second
quarter
|
|
Third
quarter
|
|
Fourth
quarter
|
||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
525.7
|
|
|
$
|
564.7
|
|
|
$
|
521.8
|
|
|
$
|
600.9
|
|
Gross margin
|
359.7
|
|
|
380.8
|
|
|
353.4
|
|
|
404.2
|
|
||||
Net income
|
43.4
|
|
|
52.4
|
|
|
48.8
|
|
|
79.0
|
|
||||
Basic earnings per share
|
0.86
|
|
|
1.04
|
|
|
0.97
|
|
|
1.56
|
|
||||
Diluted earnings per share
|
0.86
|
|
|
1.03
|
|
|
0.96
|
|
|
1.55
|
|
||||
Dividends declared per share
|
0.68
|
|
|
0.68
|
|
|
0.68
|
|
|
0.68
|
|
||||
Composite stock price range:
|
|
|
|
|
|
|
|
||||||||
High
|
58.30
|
|
|
62.40
|
|
|
66.90
|
|
|
66.67
|
|
||||
Low
|
42.60
|
|
|
52.64
|
|
|
50.43
|
|
|
52.32
|
|
||||
Close
|
$
|
55.39
|
|
|
$
|
53.15
|
|
|
$
|
64.31
|
|
|
$
|
52.62
|
|
Year ended December 26, 2015
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
581.8
|
|
|
$
|
588.9
|
|
|
$
|
521.0
|
|
|
$
|
592.1
|
|
Gross margin
|
390.2
|
|
|
399.8
|
|
|
348.5
|
|
|
400.9
|
|
||||
Net income
|
29.5
|
|
|
62.0
|
|
|
36.2
|
|
|
58.1
|
|
||||
Basic earnings per share
|
0.59
|
|
|
1.24
|
|
|
0.72
|
|
|
1.16
|
|
||||
Diluted earnings per share
|
0.59
|
|
|
1.23
|
|
|
0.72
|
|
|
1.15
|
|
||||
Dividends declared per share
|
0.68
|
|
|
0.68
|
|
|
0.68
|
|
|
0.68
|
|
||||
Composite stock price range:
|
|
|
|
|
|
|
|
||||||||
High
|
72.93
|
|
|
70.78
|
|
|
67.35
|
|
|
62.02
|
|
||||
Low
|
59.35
|
|
|
64.35
|
|
|
47.85
|
|
|
48.73
|
|
||||
Close
|
$
|
70.25
|
|
|
$
|
67.36
|
|
|
$
|
50.06
|
|
|
$
|
55.89
|
|
•
|
Pretax re-engineering and impairment costs of
$1.1 million
,
$1.9 million
,
$2.4 million
and
$2.2 million
were recorded in the first through fourth quarters of
2016
, respectively. Pretax re-engineering and impairment costs of
$2.7 million
,
$1.5 million
,
$0.3 million
and
$2.3 million
were recorded in the first through fourth quarters of
2015
, respectively, as well as
$13.5 million
in the first quarter of 2015 for the impairment charge of fixed assets in Venezuela. Refer to Note 2 to the Consolidated Financial Statements for further discussion.
|
•
|
In Venezuela, in connection with re-measuring net monetary assets and recording in cost of sales inventory at the exchange rate when it was purchased or manufactured compared to when it was sold, the Company had impacts of
$0.2 million
,
$3.6 million
,
$0.3 million
and
$0.2 million
in the first, second, third and fourth quarters of
2016
, respectively, and impacts of
$9.3 million
,
$1.8 million
,
$2.0 million
and
$1.8 million
in the same quarters of
2015
. See Note 1 of the Consolidated Financial Statements for further details.
|
•
|
Pretax gains on disposal of assets, primarily related to transactions related to land near the Company's Orlando headquarters, were
$0.1 million
,
$0.8 million
,
$24.2 million
and
$2.2 million
in the first through fourth quarters of
2016
, respectively. They were
$0.6 million
,
$10.8 million
,
$2.0 million
and
$0.3 million
in the same quarters of
2015
, respectively.
|
•
|
The Company's fiscal year ends on the last Saturday of December, and as a result, the fourth quarter of 2016 contained 14 weeks, as compared with 13 weeks in the fourth quarter of 2015.
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 15.
|
Exhibits, Financial Statement Schedules.
|
Exhibit
Number
|
Description
|
*3.1
|
Restated Certificate of Incorporation of the Registrant (Attached as Exhibit 3.1 to Form 10-Q, filed with the Commission on August 5, 2008 and incorporated herein by reference).
|
*3.2
|
Amended and Restated By-laws of the Registrant as amended August 28, 2008 (Attached as Exhibit 3.2 to Form 8-K, filed with the Commission on August 28, 2008 and incorporated herein by reference).
|
*4
|
Indenture dated June 2, 2011 (Attached as Exhibit 4.1 to Form 8-K, filed with the Commission on June 7, 2011 and incorporated herein by reference).
|
*10.1
|
1996 Incentive Plan as amended through January 26, 2009 (Attached as Exhibit 10.1 to Form 10-K, filed with the Commission on February 25, 2009 and incorporated herein by reference).
|
*10.2
|
2006 Incentive Plan as amended through January 26, 2009 (Attached as Exhibit 10.12 to Form 10-K, filed with the Commission on February 25, 2009 and incorporated herein by reference).
|
*10.3
|
Directors' Stock Plan as amended through January 26, 2009 (Attached as Exhibit 10.2 to Form 10-K, filed with the Commission on February 25, 2009 and incorporated herein by reference).
|
*10.4
|
2010 Incentive Plan (Attached as Exhibit 4.3 to Form S-8, filed with the Commission on November 3, 2010 and incorporated herein by reference).
|
*10.5
|
2016 Incentive Plan (Attached as Exhibit 10.1 to Form 8-K, filed with the Commission on May 26, 2016 and incorporated herein by reference).
|
*10.6
|
Forms of stock option, restricted stock and restricted stock unit agreements utilized with the Registrant's officers and directors under certain stock-based incentive plans (Attached as Exhibit 10.6 to Form 10-K, filed with the Commission on February 25, 2009 and incorporated herein by reference).
|
*10.7
|
2010 Incentive Plan Restricted Stock Agreement (Attached as Exhibit 4.4 to Form S-8, filed with the Commission on November 3, 2010 and incorporated herein by reference).
|
10.8
|
2016 Incentive Plan Restricted Stock Grant Agreement - filed with this document.
|
10.9
|
2016 Incentive Plan Non-Qualified Stock Option Grant Agreement - filed with this document.
|
*10.10
|
Form of Change of Control Employment Agreement (Attached as Exhibit 10.3 for Form 10-K, filed with the Commission on February 25, 2009 and incorporated herein by reference).
|
*10.11
|
Chief Executive Officer Severance Agreement between the Registrant and E.V. Goings amended and restated effective February 17, 2010 (Attached as Exhibit 10.8 to Form 10-K, filed with the Commission on February 23, 2010 and incorporated herein by reference).
|
Exhibit
Number
|
Description
|
*10.12
|
Supplemental Executive Retirement Plan, amended and restated effective February 2, 2010 (Attached as Exhibit 10.9 to Form 10-K, filed with the Commission on February 23, 2010 and incorporated herein by reference).
|
*10.13
|
Supplemental Plan, amended and restated effective January 1, 2009 (Attached as Exhibit 10.11 to Form 10-K, filed with the Commission on February 25, 2009 and incorporated herein by reference).
|
*10.14
|
Securities and Asset Purchase Agreement between the Registrant and Sara Lee Corporation (now known as Hillshire Brands Co.) dated as of August 10, 2005 (Attached as Exhibit 10.01 to Form 8-K/A, filed with the Commission on August 15, 2005 and incorporated herein by reference).
|
*10.15
|
Credit Agreement, as amended through June 9, 2015 (Attached as Exhibit 10.1 and 10.2 to Form 10-Q, filed with the Commission on August 5, 2014 and as Exhibit 10.1 to Form 8-K as filed with the Commission on June 9, 2015 and incorporated herein by reference).
|
21
|
Subsidiaries of Tupperware Brands Corporation as of February 28, 2017.
|
23
|
Consent of Independent Registered Certified Public Accounting Firm.
|
24
|
Powers of Attorney.
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
|
32.1
|
Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by the Chief Executive Officer.
|
32.2
|
Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by the Chief Financial Officer.
|
101
|
The following financial statements from Tupperware Brands Corporation's Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to the Consolidated Financial Statements, tagged in detail, and (vii) Schedule II. Valuation and Qualifying Accounts.
|
F1
|
Represents write-offs, less recoveries.
|
F2
|
Foreign currency translation adjustment.
|
|
TUPPERWARE BRANDS CORPORATION
|
|
|
(Registrant)
|
|
|
|
|
|
By:
|
/
S
/ E.V. GOINGS
|
|
|
E.V. Goings
|
|
|
Chairman and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ E.V. GOINGS
|
|
Chairman and Chief Executive Officer and Director (Principal Executive Officer)
|
E.V. Goings
|
|
|
|
|
|
/s/ MICHAEL S. POTESHMAN
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
Michael S. Poteshman
|
|
|
|
|
|
/s/ NICHOLAS K. POUCHER
|
|
Senior Vice President and Controller (Principal Accounting Officer)
|
Nicholas K. Poucher
|
|
|
|
|
|
*
|
|
Director
|
Catherine A. Bertini
|
|
|
|
|
|
*
|
|
Director
|
Susan M. Cameron
|
|
|
|
|
|
*
|
|
Director
|
Kriss Cloninger III
|
|
|
|
|
|
*
|
|
Director
|
Meg Crofton
|
|
|
|
|
|
*
|
|
Director
|
Angel R. Martinez
|
|
|
|
|
|
*
|
|
Director
|
Antonio Monteiro de Castro
|
|
|
|
|
|
*
|
|
Director
|
Robert J. Murray
|
|
|
*
|
|
Director
|
David R. Parker
|
|
|
|
|
|
*
|
|
Director
|
Richard T. Riley
|
|
|
|
|
|
*
|
|
Director
|
Joyce M. Roche
|
|
|
|
|
|
*
|
|
Director
|
M. Anne Szostak
|
|
|
By:
|
/s/ KAREN M. SHEEHAN
|
|
Karen M. Sheehan
|
|
Attorney-in-fact
|
The Participant also authorizes any transfer of Data, as may be required, to UBS or such other stock plan service provider as may be selected by Tupperware in the future, which is assisting Tupperware with the implementation, administration and management of the Plan and/or with whom any Shares acquired upon vesting of the Restricted Stock Units are deposited. The Participant acknowledges that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country, which may not give the same level of protection to Data. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of Data by contacting the Participant’s local human resources representative. The Participant authorizes Tupperware, UBS and any other possible recipients which may assist Tupperware (presently or in the future) with implementing, administering and managing the Participant’s participation in the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to UBS or other third party with whom the Participant may elect to deposit any Shares acquired upon vesting of the Restricted Stock Units. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting the Participant’s local human resources representative, whose contact details are Kathy Chong, Senior HR Executive, Tupperware Malaysia, No. 6 Jalan SS 13/4, Subang Jaya Industrial Estate, 47500 Subang Jaya, Selangor, Malaysia. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke consent, the Participant’s employment or service with Tupperware and/or the Employer will not be affected; the only consequence of refusing or withdrawing consent is that Tupperware would not be able to grant future Restricted Stock Units or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.
|
Peserta juga memberi kuasa mengenai apa-apa pemindahan Data, yang mungkin diperlukan, kepada UBS atau pembekal perkhidmatan pelan saham yang mungkin dipilih oleh Tupperware pada masa depan, yang membantu Tupperware dengan pelaksanaan, pentadbiran dan pengurusan Pelan dan/atau dengan siapa sahaja Saham yang diperolehi semasa peletakan hak Unit Saham Terbatas didepositkan. Peserta mengakui bahawa penerima-penerima ini mungkin berada di negara Peserta atau mana-mana tempat lain, dan bahawa negara penerima (contohnya di AmerikaSyarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza berbanding dengan negara Peserta, yang mungkin tidak memberi tahap perlindungan Data yang sama. Peserta memahami bahawa Peserta boleh meminta satu senarai yang mengandungi nama dan alamat penerima-penerima Data yang berpotensi dengan menghubungi wakil sumber manusia tempatan Peserta. Peserta memberi kuasa kepada Tupperware, UBS, dan mana-mana penerima-penerima lain yang mungkin membantu Tupperware (pada masa sekarang atau pada masa depan) dengan melaksanakan, mentadbir dan mengurus penyertaan Peserta dalam Pelan untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, semata-mata dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan, termasuk apa-apa pemindahan data yang diperlukan kepada UBS atau pihak ketiga yang lain dengan sesiapa yang Peserta pilih untuk deposit apa-apa Saham yang diperoleh selepas peletakan hak Unit Saham Terbatas. Peserta memahami bahawa Data hanya akan disimpan untuk tempoh yang perlu bagi melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan. Peserta memahami bahawa dia boleh, pada bila-bila masa, melihat Data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi wakil sumber manusia tempatan Peserta, dimana butir-butir hubungan adalah Kathy Chong, Senior HR Executive, Tupperware Malaysia, No. 6 Jalan SS 13/4, Subang Jaya Industrial Estate, 47500 Subang Jaya, Selangor, Malaysia. Selanjutnya, Peserta memahami bahawa dia telah memberikan persetujuan di sini secara sukarela. Jika Peserta tidak bersetuju, atau jika Peserta kemudian membatalkan persetujuan, pekerjaan atau perkhidmatan Peserta dengan Tupperware dan / atau Majikan tidak akan terjejas; satu-satu akibatnya jika tidak bersetuju atau menarik balik persetujuan adalah bahawa Tupperware tidak akan dapat memberikan Unit Saham Terbatas atau anugerah ekuiti yang lain kepada Peserta pada masa hadapan atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, Peserta memahami bahawa keengganan atau penarikan balik persetujuan boleh menjejaskan keupayaan Peserta untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan Peserta untuk memberikan persetujuan atau penarikan balik persetujuan, Peserta memahami bahawa dia boleh menghubungi wakil sumber manusia tempatannya.
|
(2)
|
The Plan and the Participant’s participation in the Plan are offered by Tupperware on a wholly discretionary basis.
|
(4)
|
Neither Tupperware nor any subsidiary or affiliate of Tupperware is responsible for any decrease in the value of the Restricted Stock Units granted and/or Shares issued under the Plan.
|
(2)
|
El Plan y la participación del Participante en el Plan se ofrecen por Tupperware de forma completamente discrecional.
|
Age at Retirement
|
Minimum Years of
Service with
Company
|
Years of Continued
Vesting Following
Retirement
|
Years of Continued Exercisability
Following Retirement
|
55 or more…………………
|
10
|
1
|
2
|
60 or more…………………
|
15
|
6
|
6
|
The Participant hereby explicitly, voluntarily and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Appendix and any other grant materials by and among, as applicable, the Employer, Tupperware (or any subsidiary or affiliate) and any third parties authorised by the same in assisting in the implementation, administration and management of the Participant’s participation in the Plan.
|
Peserta dengan ini secara eksplisit, sukarela dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadinya seperti yang diterangkan dalam Lampiran dan apa-apa bahan geran oleh dan di antara, seperti mana yang terpakai, Majikan, Tupperware (atau anak syarikat atau syarikat sekutu) dan mana-mana pihak ketiga yang diberi kuasa oleh yang sama dalam membantu dalam pelaksanaan, pentadbiran dan pengurusan penyertaan Peserta dalam Pelan.
|
The Participant understands that Tupperware and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, email address, date of birth, social insurance number (to the extent permitted under Malaysian law), passport or other identification number, salary, nationality, job title, any Shares or directorships held in Tupperware, the fact and conditions of the Participant’s participation in the Plan, details of all options or equivalent benefits and any other entitlement to Shares awarded, cancelled, exercised, vested, unvested, purchased or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. The source of Data is the Participant’s Employer as well as information which the Participant is providing to Tupperware and the Employer in connection with the Plan including this Appendix.
|
Peserta memahami bahawa Tupperware dan Majikan mungkin memegang maklumat peribadi tertentu tentang Peserta, termasuk, tetapi tidak terhad kepada, nama Peserta, alamat rumah dan nombor telefon, alamat emel, tarikh lahir, nombor insurans sosial (setakat yang dibenarkan bawah undang-undang Malaysia) atau nombor pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa Saham atau jawatan pengarah yang dipegang dalam Tupperware, fakta dan syarat-syarat mengenai penyertaan Peserta dalam Pelan, butir-butir tentang semua opsyen atau manfaaat yang bersamaan dan apa-apa hak lain untuk Saham yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak, dibeli ataupun yang belum dijelaskan bagi faedah Peserta (“Data”), untuk tujuan ekslusif bagi melaksanakan, mentadbir dan menguruskan Pelan tersebut. Sumber Data adalah daripada Majikan Peserta dan juga maklumat dimana Peserta menyediakan kepada Tupperware dan Majikan berhubung dengan Pelan tersebut termasuk Lampiran ini.
|
The Participant also authorizes any transfer of Data, as may be required, to UBS or such other stock plan service provider as may be selected by Tupperware in the future, which is assisting Tupperware with the implementation, administration and management of the Plan and/or with whom any Shares acquired upon exercise of the Stock Option are deposited. The Participant acknowledges that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country, which may not give the same level of protection to Data. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of Data by contacting the Participant’s local human resources representative. The Participant authorizes Tupperware, UBS and any other possible recipients which may assist Tupperware (presently or in the future) with implementing, administering and managing the Participant’s participation in the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to UBS or other third party with whom the Participant may elect to deposit any Shares acquired upon exercise of the Stock Option. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting the Participant’s local human resources representative, whose contact details are Kathy Chong, Senior HR Executive, Tupperware Malaysia, No. 6 Jalan SS 13/4, Subang Jaya Industrial Estate, 47500 Subang Jaya, Selangor, Malaysia. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke consent, the Participant’s employment or service with Tupperware and/or the Employer will not be affected; the only consequence of refusing or withdrawing consent is that Tupperware would not be able to grant future Stock Options or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.
|
Peserta juga memberi kuasa mengenai apa-apa pemindahan Data, yang mungkin diperlukan, kepada UBS atau pembekal perkhidmatan pelan saham yang mungkin dipilih oleh Tupperware pada masa depan, yang membantu Tupperware dengan pelaksanaan, pentadbiran dan pengurusan Pelan dan/atau dengan siapa sahaja Saham yang diperolehi semasa pelaksanaan Opsyen Saham didepositkan. Peserta mengakui bahawa penerima-penerima ini mungkin berada di negara Peserta atau mana-mana tempat lain, dan bahawa negara penerima (contohnya di AmerikaSyarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza berbanding dengan negara Peserta, yang mungkin tidak memberi tahap perlindungan Data yang sama. Peserta memahami bahawa Peserta boleh meminta satu senarai yang mengandungi nama dan alamat penerima-penerima Data yang berpotensi dengan menghubungi wakil sumber manusia tempatan Peserta. Peserta memberi kuasa kepada Tupperware, UBS, dan mana-mana penerima-penerima lain yang mungkin membantu Tupperware (pada masa sekarang atau pada masa depan) dengan melaksanakan, mentadbir dan mengurus penyertaan Peserta dalam Pelan untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, semata-mata dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan, termasuk apa-apa pemindahan data yang diperlukan kepada UBS atau pihak ketiga yang lain dengan sesiapa yang Peserta pilih untuk deposit apa-apa Saham yang diperolehi selepas pelaksanaan Opsyen Saham. Peserta memahami bahawa Data hanya akan disimpan untuk tempoh yang perlu bagi melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan. Peserta memahami bahawa dia boleh, pada bila-bila masa, melihat Data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi wakil sumber manusia tempatan Peserta, dimana butir-butir hubungan adalah Kathy Chong, Senior HR Executive, Tupperware Malaysia, No. 6 Jalan SS 13/4, Subang Jaya Industrial Estate, 47500 Subang Jaya, Selangor, Malaysia. Selanjutnya, Peserta memahami bahawa dia telah memberikan persetujuan di sini secara sukarela. Jika Peserta tidak bersetuju, atau jika Peserta kemudian membatalkan persetujuan, pekerjaan atau perkhidmatan Peserta dengan Tupperware dan / atau Majikan tidak akan terjejas; satu-satu akibatnya jika tidak bersetuju atau menarik balik persetujuan adalah bahawa Tupperware tidak akan dapat memberikan Opsyen Saham atau anugerah ekuiti yang lain kepada Peserta pada masa hadapan atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, Peserta memahami bahawa keengganan atau penarikan balik persetujuan boleh menjejaskan keupayaan Peserta untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan Peserta untuk memberikan persetujuan atau penarikan balik persetujuan, Peserta memahami bahawa dia boleh menghubungi wakil sumber manusia tempatannya.
|
(2)
|
The Plan and the Participant’s participation in the Plan are offered by Tupperware on a wholly discretionary basis.
|
(4)
|
Neither Tupperware nor any subsidiary or affiliate of Tupperware is responsible for any decrease in the value of the Stock Option granted and/or Shares issued under the Plan.
|
(2)
|
El Plan y la participación del Participante en dicho Plan se ofrecen por la Tupperware de forma completamente discrecional.
|
|
/s/ Catherine A. Bertini
|
|
/s/ Susan M. Cameron
|
|
/s/ Kriss Cloninger III
|
|
/s/ Meg Crofton
|
|
/s/ Angel R. Martinez
|
|
/s/ Antonio Monteiro de Castro
|
|
/s/ Robert J. Murray
|
|
/s/ David R. Parker
|
|
/s/ Richard T. Riley
|
|
/s/ Joyce M. Roché
|
|
/s/ M. Anne Szostak
|
1.
|
I have reviewed this annual report on Form 10-K of Tupperware Brands Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 28, 2017
|
/s/ E.V. Goings
|
|
|
E.V. Goings
|
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Tupperware Brands Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 28, 2017
|
/s/ Michael S. Poteshman
|
|
|
Michael S. Poteshman
|
|
|
Executive Vice President and Chief Financial Officer
|
|
/s/ E.V. Goings
|
|
Chairman and Chief Executive Officer
|
|
/s/ Michael S. Poteshman
|
|
Executive Vice President and Chief Financial Officer
|