x
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Delaware
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36-4062333
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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14901 South Orange Blossom Trail, Orlando, Florida
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32837
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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TABLE OF CONTENTS
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Page
Number
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PART I. FINANCIAL INFORMATION
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Item 1.
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Financial Statements (Unaudited)
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Item 2.
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Item 3.
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Item 4.
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PART II. OTHER INFORMATION
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Item 2.
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Item 6.
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Item 1.
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Financial Statements (Unaudited)
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13 weeks ended
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|
26 weeks ended
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||||||||||||
(In millions, except per share amounts)
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July 1,
2017 |
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June 25,
2016 |
|
July 1,
2017 |
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June 25,
2016 |
||||||||
Net sales
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$
|
572.9
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|
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$
|
564.7
|
|
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$
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1,127.7
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$
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1,090.4
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Cost of products sold
|
182.6
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183.9
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360.3
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349.9
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||||
Gross margin
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390.3
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380.8
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767.4
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740.5
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||||||||
Delivery, sales and administrative expense
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299.5
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298.2
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598.6
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586.9
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||||
Re-engineering and impairment charges
|
32.6
|
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1.9
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34.9
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3.0
|
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||||
Impairment of goodwill
|
62.9
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|
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—
|
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62.9
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—
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||||
Gains on disposal of assets
|
3.1
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|
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0.8
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3.2
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0.9
|
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||||
Operating income (loss)
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(1.6
|
)
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81.5
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74.2
|
|
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151.5
|
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||||||||
Interest income
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0.7
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|
0.8
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1.2
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1.5
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||||
Interest expense
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11.6
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11.2
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23.2
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23.3
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||||
Other expense
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0.2
|
|
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0.9
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0.7
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1.3
|
|
||||
Income (loss) before income taxes
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(12.7
|
)
|
|
70.2
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51.5
|
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128.4
|
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||||||||
Provision for income taxes
|
5.0
|
|
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17.8
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21.8
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32.6
|
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||||
Net income (loss)
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$
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(17.7
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)
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$
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52.4
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$
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29.7
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$
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95.8
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Earnings (loss) per share:
|
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Basic
|
$
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(0.35
|
)
|
|
$
|
1.04
|
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$
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0.59
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$
|
1.90
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Diluted
|
(0.35
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)
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1.03
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0.58
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1.89
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||||
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||||||||
Weighted-average shares outstanding:
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|||||||
Basic
|
50.8
|
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50.5
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50.7
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50.5
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||||
Diluted
|
50.8
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50.7
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51.2
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50.6
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||||||||
Dividends declared per common share
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$
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0.68
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$
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0.68
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$
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1.36
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$
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1.36
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13 weeks ended
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26 weeks ended
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||||||||||||
(In millions)
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July 1,
2017 |
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June 25,
2016 |
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July 1,
2017 |
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June 25,
2016 |
||||||||
Net income (loss)
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$
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(17.7
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)
|
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$
|
52.4
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$
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29.7
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$
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95.8
|
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Other comprehensive income (loss):
|
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|
|
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||||||||
Foreign currency translation adjustments
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9.8
|
|
|
(14.1
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)
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52.2
|
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(11.8
|
)
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||||
Deferred loss on cash flow hedges, net of tax benefit of $0.4, $0.0, $1.8 and $1.0, respectively
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(1.4
|
)
|
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—
|
|
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(5.9
|
)
|
|
(3.7
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)
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||||
Pension and other post-retirement income (costs), net of tax benefit of $0.7, $0.0, $1.4 and $0.3, respectively
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(1.6
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)
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0.5
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(3.3
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)
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(0.4
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)
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Other comprehensive income (loss)
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6.8
|
|
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(13.6
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)
|
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43.0
|
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(15.9
|
)
|
||||
Total comprehensive income (loss)
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$
|
(10.9
|
)
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$
|
38.8
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$
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72.7
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$
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79.9
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(In millions, except share amounts)
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July 1,
2017 |
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December 31,
2016 |
||||
ASSETS
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Cash and cash equivalents
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$
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85.0
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$
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93.2
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Accounts receivable, less allowances of $35.2 and $32.6, respectively
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156.4
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125.3
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Inventories
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288.1
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240.4
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Non-trade amounts receivable, net
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51.4
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64.9
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Prepaid expenses and other current assets
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28.6
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21.5
|
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Total current assets
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609.5
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545.3
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Deferred income tax benefits, net
|
584.4
|
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|
539.7
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Property, plant and equipment, net
|
268.3
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|
|
259.8
|
|
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Long-term receivables, less allowances of $14.0 and $11.0, respectively
|
15.6
|
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13.2
|
|
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Trademarks and tradenames, net
|
69.2
|
|
|
67.3
|
|
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Goodwill
|
80.6
|
|
|
132.6
|
|
||
Other assets, net
|
33.1
|
|
|
29.9
|
|
||
Total assets
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$
|
1,660.7
|
|
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$
|
1,587.8
|
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LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
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|
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|
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Accounts payable
|
$
|
89.5
|
|
|
$
|
117.7
|
|
Short-term borrowings and current portion of long-term debt and capital lease obligations
|
173.2
|
|
|
105.9
|
|
||
Accrued liabilities
|
332.9
|
|
|
324.0
|
|
||
Total current liabilities
|
595.6
|
|
|
547.6
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|
||
Long-term debt and capital lease obligations
|
605.3
|
|
|
606.0
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|
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Other liabilities
|
226.1
|
|
|
221.4
|
|
||
Shareholders' equity:
|
|
|
|
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|
||
Preferred stock, $0.01 par value, 200,000,000 shares authorized; none issued
|
—
|
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—
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Common stock, $0.01 par value, 600,000,000 shares authorized; 63,607,090 shares issued
|
0.6
|
|
|
0.6
|
|
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Paid-in capital
|
213.8
|
|
|
208.6
|
|
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Retained earnings
|
1,411.6
|
|
|
1,455.3
|
|
||
Treasury stock, 12,727,723 and 12,969,165 shares, respectively, at cost
|
(863.8
|
)
|
|
(880.2
|
)
|
||
Accumulated other comprehensive loss
|
(528.5
|
)
|
|
(571.5
|
)
|
||
Total shareholders' equity
|
233.7
|
|
|
212.8
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,660.7
|
|
|
$
|
1,587.8
|
|
|
26 weeks ended
|
||||||
(In millions)
|
July 1,
2017 |
|
June 25,
2016 |
||||
Operating Activities:
|
|
|
|
|
|||
Net income
|
$
|
29.7
|
|
|
$
|
95.8
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
29.7
|
|
|
30.2
|
|
||
Unrealized foreign exchange loss
|
0.3
|
|
|
0.3
|
|
||
Equity compensation
|
9.2
|
|
|
8.2
|
|
||
Amortization of deferred debt costs
|
0.3
|
|
|
0.3
|
|
||
Net gains on disposal of assets
|
(2.9
|
)
|
|
(0.8
|
)
|
||
Provision for bad debts
|
7.6
|
|
|
4.9
|
|
||
Write-down of inventories
|
5.3
|
|
|
5.0
|
|
||
Non-cash impact of re-engineering and impairment costs
|
66.0
|
|
|
—
|
|
||
Net change in deferred income taxes
|
(19.9
|
)
|
|
0.3
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Accounts and notes receivable
|
(32.8
|
)
|
|
(19.1
|
)
|
||
Inventories
|
(41.0
|
)
|
|
(14.4
|
)
|
||
Non-trade amounts receivable
|
0.8
|
|
|
(6.4
|
)
|
||
Prepaid expenses
|
(4.1
|
)
|
|
(4.1
|
)
|
||
Other assets
|
(3.7
|
)
|
|
(1.3
|
)
|
||
Accounts payable and accrued liabilities
|
6.3
|
|
|
(53.9
|
)
|
||
Income taxes payable
|
(35.7
|
)
|
|
(25.9
|
)
|
||
Other liabilities
|
0.5
|
|
|
2.6
|
|
||
Net cash impact from hedging activity
|
(1.6
|
)
|
|
10.0
|
|
||
Other
|
—
|
|
|
0.1
|
|
||
Net cash provided by operating activities
|
14.0
|
|
|
31.8
|
|
||
Investing Activities:
|
|
|
|
|
|
||
Capital expenditures
|
(32.0
|
)
|
|
(25.3
|
)
|
||
Proceeds from disposal of property, plant and equipment
|
5.3
|
|
|
2.3
|
|
||
Net cash used in investing activities
|
(26.7
|
)
|
|
(23.0
|
)
|
||
Financing Activities:
|
|
|
|
|
|
||
Dividend payments to shareholders
|
(69.3
|
)
|
|
(69.4
|
)
|
||
Proceeds from exercise of stock options
|
9.9
|
|
|
0.4
|
|
||
Repurchase of common stock
|
(0.6
|
)
|
|
(0.8
|
)
|
||
Repayment of capital lease obligations
|
(1.2
|
)
|
|
(1.3
|
)
|
||
Net change in short-term debt
|
60.1
|
|
|
58.2
|
|
||
Net cash used in financing activities
|
(1.1
|
)
|
|
(12.9
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
5.6
|
|
|
3.3
|
|
||
Net change in cash and cash equivalents
|
(8.2
|
)
|
|
(0.8
|
)
|
||
Cash and cash equivalents at beginning of year
|
93.2
|
|
|
79.8
|
|
||
Cash and cash equivalents at end of period
|
$
|
85.0
|
|
|
$
|
79.0
|
|
Note 1:
|
Summary of Significant Accounting Policies
|
Note 2:
|
Shipping and Handling Costs
|
Note 3:
|
Promotional Costs
|
Note 4:
|
Inventories
|
(In millions)
|
July 1,
2017 |
|
December 31,
2016 |
||||
Finished goods
|
$
|
224.2
|
|
|
$
|
189.4
|
|
Work in process
|
28.4
|
|
|
23.0
|
|
||
Raw materials and supplies
|
35.5
|
|
|
28.0
|
|
||
Total inventories
|
$
|
288.1
|
|
|
$
|
240.4
|
|
Note 5:
|
Net Income Per Common Share
|
|
13 weeks ended
|
|
26 weeks ended
|
||||||||||||
(In millions, except per share amounts)
|
July 1,
2017 |
|
June 25,
2016 |
|
July 1,
2017 |
|
June 25,
2016 |
||||||||
Net income (loss)
|
$
|
(17.7
|
)
|
|
$
|
52.4
|
|
|
$
|
29.7
|
|
|
$
|
95.8
|
|
Weighted-average shares of common stock outstanding
|
50.8
|
|
|
50.5
|
|
|
50.7
|
|
|
50.5
|
|
||||
Common equivalent shares:
|
|
|
|
|
|
|
|
||||||||
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance share units
|
—
|
|
|
0.2
|
|
|
0.5
|
|
|
0.1
|
|
||||
Weighted-average common and common equivalent shares outstanding
|
50.8
|
|
|
50.7
|
|
|
51.2
|
|
|
50.6
|
|
||||
Basic earnings (loss) per share
|
$
|
(0.35
|
)
|
|
$
|
1.04
|
|
|
$
|
0.59
|
|
|
$
|
1.90
|
|
Diluted earnings (loss) per share
|
$
|
(0.35
|
)
|
|
$
|
1.03
|
|
|
$
|
0.58
|
|
|
$
|
1.89
|
|
Shares excluded from the determination of potential common stock because inclusion would have been anti-dilutive
|
2.9
|
|
|
1.6
|
|
|
1.0
|
|
|
1.7
|
|
Note 6:
|
Accumulated Other Comprehensive Loss
|
(In millions, net of tax)
|
Foreign Currency Items
|
|
Cash Flow Hedges
|
|
Pension and Other Post-retirement Items
|
|
Total
|
||||||||
Balance at December 31, 2016
|
$
|
(544.3
|
)
|
|
$
|
4.9
|
|
|
$
|
(32.1
|
)
|
|
$
|
(571.5
|
)
|
Other comprehensive income (loss) before reclassifications
|
52.2
|
|
|
(4.7
|
)
|
|
(4.0
|
)
|
|
43.5
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(1.2
|
)
|
|
0.7
|
|
|
(0.5
|
)
|
||||
Net current-period other comprehensive income (loss)
|
52.2
|
|
|
(5.9
|
)
|
|
(3.3
|
)
|
|
43.0
|
|
||||
Balance at July 1, 2017
|
$
|
(492.1
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(35.4
|
)
|
|
$
|
(528.5
|
)
|
(In millions, net of tax)
|
Foreign Currency Items
|
|
Cash Flow Hedges
|
|
Pension and Other Post-retirement Items
|
|
Total
|
||||||||
Balance at December 26, 2015
|
$
|
(490.6
|
)
|
|
$
|
4.3
|
|
|
$
|
(35.7
|
)
|
|
$
|
(522.0
|
)
|
Other comprehensive loss before reclassifications
|
(11.8
|
)
|
|
(0.8
|
)
|
|
(1.0
|
)
|
|
(13.6
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(2.9
|
)
|
|
0.6
|
|
|
(2.3
|
)
|
||||
Net current-period other comprehensive loss
|
(11.8
|
)
|
|
(3.7
|
)
|
|
(0.4
|
)
|
|
(15.9
|
)
|
||||
Balance at June 25, 2016
|
$
|
(502.4
|
)
|
|
$
|
0.6
|
|
|
$
|
(36.1
|
)
|
|
$
|
(537.9
|
)
|
Note 7:
|
Re-engineering and Impairment Costs
|
(In millions)
|
July 1,
2017 |
|
December 31,
2016 |
||||
Beginning of the year balance
|
$
|
1.6
|
|
|
$
|
1.7
|
|
Provision
|
34.9
|
|
|
7.6
|
|
||
Non-cash charges
|
(3.1
|
)
|
|
(0.3
|
)
|
||
Cash expenditures:
|
|
|
|
|
|||
Severance
|
(3.5
|
)
|
|
(5.2
|
)
|
||
Other
|
(0.3
|
)
|
|
(2.2
|
)
|
||
End of period balance
|
$
|
29.6
|
|
|
$
|
1.6
|
|
Note 8:
|
Goodwill and Intangible Assets
|
Note 9:
|
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 Fuller Cosmetics
®
brands in Mexico and Central America.
|
South America
|
Both housewares and beauty products under the Fuller
®
, Nutrimetics
®
, Nuvo
®
and Tupperware
®
brands.
|
|
13 weeks ended
|
|
26 weeks ended
|
||||||||||||
(In millions)
|
July 1,
2017 |
|
June 25,
2016 |
|
July 1,
2017 |
|
June 25,
2016 |
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
Europe
|
$
|
135.4
|
|
|
$
|
138.4
|
|
|
$
|
284.9
|
|
|
$
|
292.3
|
|
Asia Pacific
|
183.5
|
|
|
194.3
|
|
|
360.8
|
|
|
365.9
|
|
||||
Tupperware North America
|
97.1
|
|
|
93.1
|
|
|
188.9
|
|
|
176.3
|
|
||||
Beauty North America
|
44.7
|
|
|
53.4
|
|
|
84.2
|
|
|
102.3
|
|
||||
South America
|
112.2
|
|
|
85.5
|
|
|
208.9
|
|
|
153.6
|
|
||||
Total net sales
|
$
|
572.9
|
|
|
$
|
564.7
|
|
|
$
|
1,127.7
|
|
|
$
|
1,090.4
|
|
Segment profit (loss):
|
|
|
|
|
|
|
|
|
|||||||
Europe
|
$
|
11.9
|
|
|
$
|
14.6
|
|
|
$
|
31.8
|
|
|
$
|
39.8
|
|
Asia Pacific
|
46.2
|
|
|
46.7
|
|
|
86.2
|
|
|
83.6
|
|
||||
Tupperware North America
|
21.1
|
|
|
19.4
|
|
|
37.5
|
|
|
34.0
|
|
||||
Beauty North America
|
(0.4
|
)
|
|
1.4
|
|
|
(1.0
|
)
|
|
(0.3
|
)
|
||||
South America
|
27.9
|
|
|
15.6
|
|
|
46.1
|
|
|
28.6
|
|
||||
Total segment profit
|
$
|
106.7
|
|
|
$
|
97.7
|
|
|
$
|
200.6
|
|
|
$
|
185.7
|
|
Unallocated expenses
|
(16.1
|
)
|
|
(16.0
|
)
|
|
(32.5
|
)
|
|
(33.4
|
)
|
||||
Re-engineering and impairment charges (a)
|
(32.6
|
)
|
|
(1.9
|
)
|
|
(34.9
|
)
|
|
(3.0
|
)
|
||||
Impairment of goodwill
|
(62.9
|
)
|
|
—
|
|
|
(62.9
|
)
|
|
—
|
|
||||
Gains on disposal of assets
|
3.1
|
|
|
0.8
|
|
|
3.2
|
|
|
0.9
|
|
||||
Interest expense, net
|
(10.9
|
)
|
|
(10.4
|
)
|
|
(22.0
|
)
|
|
(21.8
|
)
|
||||
Income (loss) before taxes
|
$
|
(12.7
|
)
|
|
$
|
70.2
|
|
|
$
|
51.5
|
|
|
$
|
128.4
|
|
(In millions)
|
July 1,
2017 |
|
December 31,
2016 |
||||
Identifiable assets:
|
|
|
|
||||
Europe
|
$
|
288.6
|
|
|
$
|
257.2
|
|
Asia Pacific
|
293.9
|
|
|
278.6
|
|
||
Tupperware North America
|
142.3
|
|
|
119.0
|
|
||
Beauty North America
|
184.4
|
|
|
214.7
|
|
||
South America
|
146.4
|
|
|
124.6
|
|
||
Corporate
|
605.1
|
|
|
593.7
|
|
||
Total identifiable assets
|
$
|
1,660.7
|
|
|
$
|
1,587.8
|
|
(a)
|
See
Note 7
to the unaudited Consolidated Financial Statements for a discussion of re-engineering and impairment charges.
|
Note 10:
|
Debt
|
(In millions)
|
July 1,
2017 |
|
December 31, 2016
|
||||
Fixed rate senior notes due 2021
|
$
|
599.5
|
|
|
$
|
599.4
|
|
Five year Revolving Credit Agreement (a)
|
171.0
|
|
|
104.0
|
|
||
Belgium facility capital lease
|
7.9
|
|
|
8.4
|
|
||
Other
|
0.1
|
|
|
0.1
|
|
||
Total debt obligations
|
$
|
778.5
|
|
|
$
|
711.9
|
|
(a)
|
$91.5 million
and
$84.6 million
denominated in euros as of
July 1, 2017
and
December 31, 2016
, respectively.
|
Note 11:
|
Derivative Instruments and Hedging Activities
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||||||
|
|
|
|
Fair value
|
|
|
|
Fair value
|
||||||||||||
Derivatives designated as hedging instruments (
in millions
)
|
|
Balance sheet location
|
|
July 1,
2017 |
|
Dec 31,
2016 |
|
Balance sheet location
|
|
July 1,
2017 |
|
Dec 31,
2016 |
||||||||
Foreign exchange contracts
|
|
Non-trade amounts receivable
|
|
$
|
24.0
|
|
|
$
|
41.1
|
|
|
Accrued liabilities
|
|
$
|
25.1
|
|
|
$
|
31.7
|
|
Cash flow and net equity hedges
(in millions)
|
|
Amount of gain or (loss) recognized in OCI (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 (ineffective portion and amount excluded from effectiveness testing)
|
|
Amount of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
|
||||||||||||||||||
Cash flow hedging relationships
|
|
2017
|
|
2016
|
|
|
|
2017
|
|
2016
|
|
|
|
2017
|
|
2016
|
||||||||||||
Foreign exchange contracts
|
|
$
|
(1.6
|
)
|
|
$
|
1.1
|
|
|
Cost of products sold
|
|
$
|
0.1
|
|
|
$
|
1.0
|
|
|
Interest expense
|
|
$
|
(1.1
|
)
|
|
$
|
(1.2
|
)
|
Net equity hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
|
(13.2
|
)
|
|
11.4
|
|
|
Other expense
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|
(6.3
|
)
|
|
(4.4
|
)
|
||||||
Euro denominated debt
|
|
(3.6
|
)
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow and net equity hedges
(in millions)
|
|
Amount of gain or (loss) recognized in OCI (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 (ineffective portion and amount excluded from effectiveness testing)
|
|
Amount of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
|
||||||||||||||||||
Cash flow hedging relationships
|
|
2017
|
|
2016
|
|
|
|
2017
|
|
2016
|
|
|
|
2017
|
|
2016
|
||||||||||||
Foreign exchange contracts
|
|
$
|
(6.0
|
)
|
|
$
|
(0.6
|
)
|
|
Cost of products sold
|
|
$
|
1.7
|
|
|
$
|
4.0
|
|
|
Interest expense
|
|
$
|
(2.4
|
)
|
|
$
|
(2.8
|
)
|
Net equity hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
|
(43.2
|
)
|
|
8.4
|
|
|
Other expense
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|
(12.2
|
)
|
|
(9.6
|
)
|
||||||
Euro denominated debt
|
|
(6.9
|
)
|
|
(3.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 12:
|
Fair Value Measurements
|
Note 13:
|
Retirement Benefit Plans
|
|
Second Quarte
r
|
|
Year-to-Date
|
||||||||||||||||||||||||||||
|
Pension benefits
|
|
Post-retirement benefits
|
|
Pension benefits
|
|
Post-retirement benefits
|
||||||||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
Service cost
|
$
|
2.7
|
|
|
$
|
2.7
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
5.3
|
|
|
$
|
5.4
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Interest cost
|
1.4
|
|
|
1.6
|
|
|
0.1
|
|
|
0.2
|
|
|
2.8
|
|
|
3.2
|
|
|
0.3
|
|
|
0.4
|
|
||||||||
Expected return on plan assets
|
(1.2
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
||||||||
Settlement/curtailment
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
||||||||
Net amortization
|
0.4
|
|
|
0.4
|
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
0.7
|
|
|
0.8
|
|
|
(0.6
|
)
|
|
(0.7
|
)
|
||||||||
Net periodic benefit cost
|
$
|
3.3
|
|
|
$
|
4.0
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
7.2
|
|
|
$
|
7.3
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.3
|
)
|
Note 14:
|
Income Taxes
|
Note 15:
|
Statement of Cash Flow Supplemental Disclosure
|
Note 16:
|
Stock Based Compensation
|
|
Shares subject to option
|
|
Weighted average exercise price per share
|
|
Aggregate intrinsic value
(in millions)
|
|||||
Outstanding at December 31, 2016
|
2,722,965
|
|
|
$
|
57.78
|
|
|
|
||
Expired / Forfeited
|
(34,058
|
)
|
|
68.32
|
|
|
|
|||
Exercised
|
(201,486
|
)
|
|
49.40
|
|
|
|
|||
Outstanding at July 1, 2017
|
2,487,421
|
|
|
$
|
58.31
|
|
|
$
|
32.7
|
|
Exercisable at July 1, 2017
|
1,377,037
|
|
|
$
|
58.28
|
|
|
$
|
19.5
|
|
|
Shares outstanding
|
|
Weighted average grant date fair value
|
|||
December 31, 2016
|
602,940
|
|
|
$
|
61.28
|
|
Time-vested shares granted
|
26,625
|
|
|
67.62
|
|
|
Market-vested shares granted
|
25,170
|
|
|
61.29
|
|
|
Performance shares granted
|
76,615
|
|
|
60.39
|
|
|
Performance share adjustments
|
(18,536
|
)
|
|
65.77
|
|
|
Vested
|
(60,037
|
)
|
|
73.11
|
|
|
Forfeited
|
(12,658
|
)
|
|
59.84
|
|
|
July 1, 2017
|
640,119
|
|
|
$
|
60.23
|
|
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Stock options
|
$
|
0.8
|
|
|
$
|
0.7
|
|
|
$
|
1.5
|
|
|
$
|
1.3
|
|
Time, performance and market vested share awards
|
3.6
|
|
|
3.6
|
|
|
7.7
|
|
|
6.9
|
|
Note 17:
|
Allowance for Long-Term Receivables
|
Note 18:
|
Guarantor Information
|
|
13 weeks ended July 1, 2017
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
574.0
|
|
|
$
|
(1.1
|
)
|
|
$
|
572.9
|
|
Other revenue
|
—
|
|
|
32.7
|
|
|
6.4
|
|
|
(39.1
|
)
|
|
—
|
|
|||||
Cost of products sold
|
—
|
|
|
6.4
|
|
|
214.2
|
|
|
(38.0
|
)
|
|
182.6
|
|
|||||
Gross margin
|
—
|
|
|
26.3
|
|
|
366.2
|
|
|
(2.2
|
)
|
|
390.3
|
|
|||||
Delivery, sales and administrative expense
|
3.5
|
|
|
23.3
|
|
|
274.9
|
|
|
(2.2
|
)
|
|
299.5
|
|
|||||
Re-engineering and impairment charges
|
—
|
|
|
0.3
|
|
|
32.3
|
|
|
—
|
|
|
32.6
|
|
|||||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
62.9
|
|
|
—
|
|
|
62.9
|
|
|||||
Gains on disposal of assets
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|||||
Operating income (loss)
|
(3.5
|
)
|
|
2.7
|
|
|
(0.8
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||||
Interest income
|
5.1
|
|
|
0.3
|
|
|
9.5
|
|
|
(14.2
|
)
|
|
0.7
|
|
|||||
Interest expense
|
9.5
|
|
|
14.6
|
|
|
1.7
|
|
|
(14.2
|
)
|
|
11.6
|
|
|||||
Income (loss) from equity investments in subsidiaries
|
(12.0
|
)
|
|
1.9
|
|
|
—
|
|
|
10.1
|
|
|
—
|
|
|||||
Other expense (income)
|
—
|
|
|
9.5
|
|
|
(9.3
|
)
|
|
—
|
|
|
0.2
|
|
|||||
Income (loss) before income taxes
|
(19.9
|
)
|
|
(19.2
|
)
|
|
16.3
|
|
|
10.1
|
|
|
(12.7
|
)
|
|||||
Provision (benefit) for income taxes
|
(2.2
|
)
|
|
(4.6
|
)
|
|
11.8
|
|
|
—
|
|
|
5.0
|
|
|||||
Net income (loss)
|
$
|
(17.7
|
)
|
|
$
|
(14.6
|
)
|
|
$
|
4.5
|
|
|
$
|
10.1
|
|
|
$
|
(17.7
|
)
|
Comprehensive income (loss)
|
$
|
(10.9
|
)
|
|
$
|
(4.8
|
)
|
|
$
|
21.9
|
|
|
$
|
(17.1
|
)
|
|
$
|
(10.9
|
)
|
|
13 weeks ended June 25, 2016
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
565.6
|
|
|
$
|
(0.9
|
)
|
|
$
|
564.7
|
|
Other revenue
|
—
|
|
|
30.2
|
|
|
7.7
|
|
|
(37.9
|
)
|
|
—
|
|
|||||
Cost of products sold
|
—
|
|
|
7.7
|
|
|
212.8
|
|
|
(36.6
|
)
|
|
183.9
|
|
|||||
Gross margin
|
—
|
|
|
22.5
|
|
|
360.5
|
|
|
(2.2
|
)
|
|
380.8
|
|
|||||
Delivery, sales and administrative expense
|
3.5
|
|
|
13.8
|
|
|
283.1
|
|
|
(2.2
|
)
|
|
298.2
|
|
|||||
Re-engineering and impairment charges
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|||||
Gains on disposal of assets
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|||||
Operating income (loss)
|
(3.5
|
)
|
|
8.7
|
|
|
76.3
|
|
|
—
|
|
|
81.5
|
|
|||||
Interest income
|
5.1
|
|
|
0.5
|
|
|
5.9
|
|
|
(10.7
|
)
|
|
0.8
|
|
|||||
Interest expense
|
7.7
|
|
|
12.1
|
|
|
2.1
|
|
|
(10.7
|
)
|
|
11.2
|
|
|||||
Income (loss) from equity investments in subsidiaries
|
56.3
|
|
|
54.7
|
|
|
—
|
|
|
(111.0
|
)
|
|
—
|
|
|||||
Other expense (income)
|
0.1
|
|
|
(12.2
|
)
|
|
13.0
|
|
|
—
|
|
|
0.9
|
|
|||||
Income (loss) before income taxes
|
50.1
|
|
|
64.0
|
|
|
67.1
|
|
|
(111.0
|
)
|
|
70.2
|
|
|||||
Provision (benefit) for income taxes
|
(2.3
|
)
|
|
1.5
|
|
|
18.6
|
|
|
—
|
|
|
17.8
|
|
|||||
Net income (loss)
|
$
|
52.4
|
|
|
$
|
62.5
|
|
|
$
|
48.5
|
|
|
$
|
(111.0
|
)
|
|
$
|
52.4
|
|
Comprehensive income (loss)
|
$
|
38.8
|
|
|
$
|
49.2
|
|
|
$
|
28.8
|
|
|
$
|
(78.0
|
)
|
|
$
|
38.8
|
|
|
26 weeks ended July 1, 2017
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,130.7
|
|
|
$
|
(3.0
|
)
|
|
$
|
1,127.7
|
|
Other revenue
|
—
|
|
|
58.2
|
|
|
15.0
|
|
|
(73.2
|
)
|
|
—
|
|
|||||
Cost of products sold
|
—
|
|
|
15.0
|
|
|
416.8
|
|
|
(71.5
|
)
|
|
360.3
|
|
|||||
Gross margin
|
—
|
|
|
43.2
|
|
|
728.9
|
|
|
(4.7
|
)
|
|
767.4
|
|
|||||
Delivery, sales and administrative expense
|
7.4
|
|
|
46.5
|
|
|
549.4
|
|
|
(4.7
|
)
|
|
598.6
|
|
|||||
Re-engineering and impairment charges
|
—
|
|
|
0.7
|
|
|
34.2
|
|
|
—
|
|
|
34.9
|
|
|||||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
62.9
|
|
|
—
|
|
|
62.9
|
|
|||||
Gains on disposal of assets
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
3.2
|
|
|||||
Operating income (loss)
|
(7.4
|
)
|
|
(4.0
|
)
|
|
85.6
|
|
|
—
|
|
|
74.2
|
|
|||||
Interest income
|
10.2
|
|
|
1.0
|
|
|
17.8
|
|
|
(27.8
|
)
|
|
1.2
|
|
|||||
Interest expense
|
18.1
|
|
|
28.9
|
|
|
4.0
|
|
|
(27.8
|
)
|
|
23.2
|
|
|||||
Income (loss) from equity investments in subsidiaries
|
39.9
|
|
|
80.6
|
|
|
—
|
|
|
(120.5
|
)
|
|
—
|
|
|||||
Other expense (income)
|
—
|
|
|
24.9
|
|
|
(24.2
|
)
|
|
—
|
|
|
0.7
|
|
|||||
Income (loss) before income taxes
|
24.6
|
|
|
23.8
|
|
|
123.6
|
|
|
(120.5
|
)
|
|
51.5
|
|
|||||
Provision (benefit) for income taxes
|
(5.1
|
)
|
|
(12.3
|
)
|
|
39.2
|
|
|
—
|
|
|
21.8
|
|
|||||
Net income (loss)
|
$
|
29.7
|
|
|
$
|
36.1
|
|
|
$
|
84.4
|
|
|
$
|
(120.5
|
)
|
|
$
|
29.7
|
|
Comprehensive income (loss)
|
$
|
72.7
|
|
|
$
|
84.6
|
|
|
$
|
154.7
|
|
|
$
|
(239.3
|
)
|
|
$
|
72.7
|
|
|
26 weeks ended June 25, 2016
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,092.6
|
|
|
$
|
(2.2
|
)
|
|
$
|
1,090.4
|
|
Other revenue
|
—
|
|
|
55.5
|
|
|
15.4
|
|
|
(70.9
|
)
|
|
—
|
|
|||||
Cost of products sold
|
—
|
|
|
15.4
|
|
|
403.0
|
|
|
(68.5
|
)
|
|
349.9
|
|
|||||
Gross margin
|
—
|
|
|
40.1
|
|
|
705.0
|
|
|
(4.6
|
)
|
|
740.5
|
|
|||||
Delivery, sales and administrative expense
|
6.7
|
|
|
36.2
|
|
|
548.6
|
|
|
(4.6
|
)
|
|
586.9
|
|
|||||
Re-engineering and impairment charges
|
—
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|||||
Gains on disposal of assets
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|||||
Operating income (loss)
|
(6.7
|
)
|
|
3.9
|
|
|
154.3
|
|
|
—
|
|
|
151.5
|
|
|||||
Interest income
|
10.2
|
|
|
0.9
|
|
|
12.1
|
|
|
(21.7
|
)
|
|
1.5
|
|
|||||
Interest expense
|
16.4
|
|
|
24.4
|
|
|
4.2
|
|
|
(21.7
|
)
|
|
23.3
|
|
|||||
Income (loss) from equity investments in subsidiaries
|
104.1
|
|
|
108.1
|
|
|
—
|
|
|
(212.2
|
)
|
|
—
|
|
|||||
Other expense (income)
|
0.1
|
|
|
(16.3
|
)
|
|
17.5
|
|
|
—
|
|
|
1.3
|
|
|||||
Income (loss) before income taxes
|
91.1
|
|
|
104.8
|
|
|
144.7
|
|
|
(212.2
|
)
|
|
128.4
|
|
|||||
Provision (benefit) for income taxes
|
(4.7
|
)
|
|
(5.7
|
)
|
|
43.0
|
|
|
—
|
|
|
32.6
|
|
|||||
Net income (loss)
|
$
|
95.8
|
|
|
$
|
110.5
|
|
|
$
|
101.7
|
|
|
$
|
(212.2
|
)
|
|
$
|
95.8
|
|
Comprehensive income (loss)
|
$
|
79.9
|
|
|
$
|
96.3
|
|
|
$
|
78.3
|
|
|
$
|
(174.6
|
)
|
|
$
|
79.9
|
|
|
July 1, 2017
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
84.9
|
|
|
$
|
—
|
|
|
$
|
85.0
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
156.4
|
|
|
—
|
|
|
156.4
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
288.1
|
|
|
—
|
|
|
288.1
|
|
|||||
Non-trade amounts receivable, net
|
—
|
|
|
64.6
|
|
|
73.1
|
|
|
(86.3
|
)
|
|
51.4
|
|
|||||
Intercompany receivables
|
17.0
|
|
|
924.8
|
|
|
284.8
|
|
|
(1,226.6
|
)
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
1.6
|
|
|
7.1
|
|
|
98.2
|
|
|
(78.3
|
)
|
|
28.6
|
|
|||||
Total current assets
|
18.6
|
|
|
996.6
|
|
|
985.5
|
|
|
(1,391.2
|
)
|
|
609.5
|
|
|||||
Deferred income tax benefits, net
|
142.7
|
|
|
208.9
|
|
|
232.8
|
|
|
—
|
|
|
584.4
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
50.6
|
|
|
217.7
|
|
|
—
|
|
|
268.3
|
|
|||||
Long-term receivables, net
|
—
|
|
|
0.1
|
|
|
15.5
|
|
|
—
|
|
|
15.6
|
|
|||||
Trademarks and tradenames, net
|
—
|
|
|
—
|
|
|
69.2
|
|
|
—
|
|
|
69.2
|
|
|||||
Goodwill
|
—
|
|
|
2.9
|
|
|
77.7
|
|
|
—
|
|
|
80.6
|
|
|||||
Investments in subsidiaries
|
1,444.8
|
|
|
1,464.7
|
|
|
—
|
|
|
(2,909.5
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
|
489.2
|
|
|
101.7
|
|
|
813.5
|
|
|
(1,404.4
|
)
|
|
—
|
|
|||||
Other assets, net
|
1.0
|
|
|
1.3
|
|
|
78.4
|
|
|
(47.6
|
)
|
|
33.1
|
|
|||||
Total assets
|
$
|
2,096.3
|
|
|
$
|
2,826.8
|
|
|
$
|
2,490.3
|
|
|
$
|
(5,752.7
|
)
|
|
$
|
1,660.7
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
87.2
|
|
|
$
|
—
|
|
|
$
|
89.5
|
|
Short-term borrowings and current portion of long-term debt and capital lease obligations
|
171.0
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
173.2
|
|
|||||
Intercompany payables
|
849.1
|
|
|
283.0
|
|
|
94.5
|
|
|
(1,226.6
|
)
|
|
—
|
|
|||||
Accrued liabilities
|
117.0
|
|
|
98.7
|
|
|
281.8
|
|
|
(164.6
|
)
|
|
332.9
|
|
|||||
Total current liabilities
|
1,137.1
|
|
|
384.0
|
|
|
465.7
|
|
|
(1,391.2
|
)
|
|
595.6
|
|
|||||
Long-term debt and capital lease obligations
|
599.5
|
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|
605.3
|
|
|||||
Intercompany notes payable
|
115.3
|
|
|
983.6
|
|
|
305.5
|
|
|
(1,404.4
|
)
|
|
—
|
|
|||||
Other liabilities
|
10.7
|
|
|
73.7
|
|
|
189.3
|
|
|
(47.6
|
)
|
|
226.1
|
|
|||||
Shareholders' equity
|
233.7
|
|
|
1,385.5
|
|
|
1,524.0
|
|
|
(2,909.5
|
)
|
|
233.7
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
2,096.3
|
|
|
$
|
2,826.8
|
|
|
$
|
2,490.3
|
|
|
$
|
(5,752.7
|
)
|
|
$
|
1,660.7
|
|
|
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
|
|
|||||
Trademarks and 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
|
|
|
26 weeks ended July 1, 2017
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(18.7
|
)
|
|
$
|
(29.5
|
)
|
|
$
|
80.0
|
|
|
$
|
(17.8
|
)
|
|
$
|
14.0
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(8.0
|
)
|
|
(24.0
|
)
|
|
—
|
|
|
(32.0
|
)
|
|||||
Proceeds from disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
5.3
|
|
|||||
Net intercompany loans
|
28.5
|
|
|
1.2
|
|
|
(38.8
|
)
|
|
9.1
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
28.5
|
|
|
(6.8
|
)
|
|
(57.5
|
)
|
|
9.1
|
|
|
(26.7
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividend payments to shareholders
|
(69.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69.3
|
)
|
|||||
Dividend payments to parent
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|
7.7
|
|
|
—
|
|
|||||
Proceeds from exercise of stock options
|
9.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.9
|
|
|||||
Repurchase of common stock
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||||
Repayment of capital lease obligations
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||||
Net change in short-term debt
|
60.0
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
60.1
|
|
|||||
Net intercompany borrowings
|
(9.8
|
)
|
|
35.9
|
|
|
(27.1
|
)
|
|
1.0
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(9.8
|
)
|
|
35.9
|
|
|
(35.9
|
)
|
|
8.7
|
|
|
(1.1
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
5.6
|
|
|||||
Net change in cash and cash equivalents
|
—
|
|
|
(0.4
|
)
|
|
(7.8
|
)
|
|
—
|
|
|
(8.2
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
0.5
|
|
|
92.7
|
|
|
—
|
|
|
93.2
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
84.9
|
|
|
$
|
—
|
|
|
$
|
85.0
|
|
|
26 weeks ended June 25, 2016
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(10.9
|
)
|
|
$
|
(28.9
|
)
|
|
$
|
62.2
|
|
|
$
|
9.4
|
|
|
$
|
31.8
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(5.1
|
)
|
|
(20.2
|
)
|
|
—
|
|
|
(25.3
|
)
|
|||||
Proceeds from disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|||||
Net intercompany loans
|
52.1
|
|
|
(17.5
|
)
|
|
(38.3
|
)
|
|
3.7
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
52.1
|
|
|
(22.6
|
)
|
|
(56.2
|
)
|
|
3.7
|
|
|
(23.0
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividend payments to shareholders
|
(69.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69.4
|
)
|
|||||
Dividend payments to parent
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
3.1
|
|
|
—
|
|
|||||
Net proceeds from issuance of senior notes
|
(0.1
|
)
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from exercise of stock options
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|||||
Repurchase of common stock
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||||
Repayment of capital lease obligations
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
|||||
Net change in short-term debt
|
27.7
|
|
|
(1.2
|
)
|
|
31.7
|
|
|
—
|
|
|
58.2
|
|
|||||
Net intercompany borrowings
|
1.0
|
|
|
53.4
|
|
|
(38.2
|
)
|
|
(16.2
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(41.2
|
)
|
|
52.2
|
|
|
(10.8
|
)
|
|
(13.1
|
)
|
|
(12.9
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
3.3
|
|
|||||
Net change in cash and cash equivalents
|
—
|
|
|
0.7
|
|
|
(1.5
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
—
|
|
|
79.8
|
|
|
—
|
|
|
79.8
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
78.3
|
|
|
$
|
—
|
|
|
$
|
79.0
|
|
Note 19:
|
New Accounting Pronouncements
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
13 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
||||||||||
(In millions, except per share amounts)
|
|
Jul 1,
2017 |
|
Jun 25,
2016 |
|
|
|
|||||||||||
Net sales
|
|
$
|
572.9
|
|
|
$
|
564.7
|
|
|
1
|
%
|
|
2
|
%
|
|
$
|
(2.6
|
)
|
Gross margin as percent of sales
|
|
68.1
|
%
|
|
67.4
|
%
|
|
0.7
|
|
pp
|
na
|
|
|
na
|
|
|||
DS&A as percent of sales
|
|
52.3
|
%
|
|
52.8
|
%
|
|
(0.5
|
)
|
pp
|
na
|
|
|
na
|
|
|||
Operating income (loss)
|
|
$
|
(1.6
|
)
|
|
$
|
81.5
|
|
|
na
|
|
|
na
|
|
|
$
|
0.4
|
|
Net income (loss)
|
|
$
|
(17.7
|
)
|
|
$
|
52.4
|
|
|
na
|
|
|
na
|
|
|
$
|
0.5
|
|
Net income (loss) per diluted share
|
|
$
|
(0.35
|
)
|
|
$
|
1.03
|
|
|
na
|
|
|
na
|
|
|
$
|
0.01
|
|
|
|
26 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
||||||||||
(In millions, except per share amounts)
|
|
Jul 1,
2017 |
|
Jun 25,
2016 |
|
|
|
|||||||||||
Net sales
|
|
$
|
1,127.7
|
|
|
$
|
1,090.4
|
|
|
3
|
%
|
|
4
|
%
|
|
$
|
(3.7
|
)
|
Gross margin as percent of sales
|
|
68.1
|
%
|
|
67.9
|
%
|
|
0.2
|
|
pp
|
na
|
|
|
na
|
|
|||
DS&A as percent of sales
|
|
53.1
|
%
|
|
53.8
|
%
|
|
(0.7
|
)
|
pp
|
na
|
|
|
na
|
|
|||
Operating income
|
|
$
|
74.2
|
|
|
$
|
151.5
|
|
|
(51
|
)%
|
|
(51
|
)%
|
|
$
|
0.7
|
|
Net income
|
|
$
|
29.7
|
|
|
$
|
95.8
|
|
|
(69
|
)%
|
|
(69
|
)%
|
|
$
|
0.7
|
|
Net income per diluted share
|
|
$
|
0.58
|
|
|
$
|
1.89
|
|
|
(69
|
)%
|
|
(69
|
)%
|
|
$
|
0.01
|
|
na
|
not applicable
|
pp
|
percentage points
|
(In millions)
|
13 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jul 1,
2017 |
|
Jun 25,
2016 |
|
2017
|
|
2016
|
|||||||||||||||
Net sales
|
$
|
135.4
|
|
|
$
|
138.4
|
|
|
(2
|
)%
|
|
(2
|
)%
|
|
$
|
0.2
|
|
|
24
|
|
25
|
Segment profit
|
11.9
|
|
|
14.6
|
|
|
(19
|
)%
|
|
(23
|
)
|
|
0.7
|
|
|
11
|
|
15
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
8.8
|
%
|
|
10.5
|
%
|
|
(1.7
|
)
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
(In millions)
|
26 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jul 1,
2017 |
|
Jun 25,
2016 |
|
2017
|
|
2016
|
|||||||||||||||
Net sales
|
$
|
284.9
|
|
|
$
|
292.3
|
|
|
(3
|
)%
|
|
(2
|
)%
|
|
$
|
(1.0
|
)
|
|
25
|
|
27
|
Segment profit
|
31.8
|
|
|
39.8
|
|
|
(20
|
)%
|
|
(23
|
)
|
|
1.4
|
|
|
16
|
|
22
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
11.2
|
%
|
|
13.6
|
%
|
|
(2.4
|
)
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
na
|
not applicable
|
pp
|
percentage points
|
(In millions)
|
13 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jul 1,
2017 |
|
Jun 25,
2016 |
|
2017
|
|
2016
|
|||||||||||||||
Net sales
|
$
|
183.5
|
|
|
$
|
194.3
|
|
|
(6
|
)%
|
|
(4
|
)%
|
|
$
|
(3.7
|
)
|
|
32
|
|
34
|
Segment profit
|
46.2
|
|
|
46.7
|
|
|
(1
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
43
|
|
48
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
25.2
|
%
|
|
24.0
|
%
|
|
1.2
|
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
(In millions)
|
26 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jul 1,
2017 |
|
Jun 25,
2016 |
|
2017
|
|
2016
|
|||||||||||||||
Net sales
|
$
|
360.8
|
|
|
$
|
365.9
|
|
|
(1
|
)%
|
|
—
|
%
|
|
$
|
(5.5
|
)
|
|
32
|
|
34
|
Segment profit
|
86.2
|
|
|
83.6
|
|
|
3
|
|
|
5
|
|
|
(1.3
|
)
|
|
42
|
|
45
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
23.9
|
%
|
|
22.8
|
%
|
|
1.1
|
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
na
|
not applicable
|
pp
|
percentage points
|
(In millions)
|
13 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jul 1,
2017 |
|
Jun 25,
2016 |
|
2017
|
|
2016
|
|||||||||||||||
Net sales
|
$
|
97.1
|
|
|
$
|
93.1
|
|
|
4
|
%
|
|
6
|
%
|
|
$
|
(1.1
|
)
|
|
17
|
|
17
|
Segment profit
|
21.1
|
|
|
19.4
|
|
|
9
|
|
|
11
|
|
|
(0.3
|
)
|
|
20
|
|
20
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
21.7
|
%
|
|
20.8
|
%
|
|
0.9
|
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
(In millions)
|
26 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jul 1,
2017 |
|
Jun 25,
2016 |
|
2017
|
|
2016
|
|||||||||||||||
Net sales
|
$
|
188.9
|
|
|
$
|
176.3
|
|
|
7
|
%
|
|
10
|
%
|
|
$
|
(4.1
|
)
|
|
17
|
|
16
|
Segment profit
|
37.5
|
|
|
34.0
|
|
|
10
|
|
|
15
|
|
|
(1.4
|
)
|
|
19
|
|
18
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
19.9
|
%
|
|
19.3
|
%
|
|
0.6
|
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
na
|
not applicable
|
pp
|
percentage points
|
(In millions)
|
13 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
|||||||||||||
Jul 1,
2017 |
|
Jun 25,
2016 |
|
2017
|
|
2016
|
||||||||||||||||
Net sales
|
$
|
44.7
|
|
|
$
|
53.4
|
|
|
(17
|
)%
|
|
(15
|
)%
|
|
$
|
(0.7
|
)
|
|
8
|
|
|
9
|
Segment profit (loss)
|
(0.4
|
)
|
|
1.4
|
|
|
na
|
|
|
na
|
|
|
—
|
|
|
—
|
|
|
1
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Segment profit (loss) as percent of sales
|
(0.9
|
)%
|
|
2.6
|
%
|
|
(3.5
|
)
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
|
na
|
(In millions)
|
26 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||||
Jul 1,
2017 |
|
Jun 25,
2016 |
|
2017
|
|
2016
|
|||||||||||||||||
Net sales
|
$
|
84.2
|
|
|
$
|
102.3
|
|
|
(18
|
)%
|
|
(14
|
)%
|
|
$
|
(4.1
|
)
|
|
7
|
|
|
9
|
|
Segment loss
|
(1.0
|
)
|
|
(0.3
|
)
|
|
-
|
|
(69
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment loss as percent of sales
|
(1.2
|
)%
|
|
(0.3
|
)%
|
|
(0.9
|
)
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
|
na
|
|
pp
|
percentage points
|
na
|
not applicable
|
-
|
change is greater than 100%
|
(In millions)
|
13 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jul 1,
2017 |
|
Jun 25,
2016 |
|
2017
|
|
2016
|
|||||||||||||||
Net sales
|
$
|
112.2
|
|
|
$
|
85.5
|
|
|
31
|
%
|
|
27
|
%
|
|
$
|
2.7
|
|
|
19
|
|
15
|
Segment profit
|
27.9
|
|
|
15.6
|
|
|
79
|
|
|
70
|
|
|
0.9
|
|
|
26
|
|
16
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
24.9
|
%
|
|
18.2
|
%
|
|
6.7
|
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
(In millions)
|
26 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jul 1,
2017 |
|
Jun 25,
2016 |
|
2017
|
|
2016
|
|||||||||||||||
Net sales
|
$
|
208.9
|
|
|
$
|
153.6
|
|
|
36
|
%
|
|
27
|
%
|
|
$
|
11.0
|
|
|
19
|
|
14
|
Segment profit
|
46.1
|
|
|
28.6
|
|
|
61
|
|
|
49
|
|
|
2.5
|
|
|
23
|
|
15
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
22.1
|
%
|
|
18.6
|
%
|
|
3.5
|
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
na
|
not applicable
|
pp
|
percentage points
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
•
|
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;
|
•
|
disruptions caused by restructuring activities impacting business models, the supply chain, and the combination and exit of business units, as well as not fully realizing expected savings from actions taken;
|
•
|
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, India, 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, particularly in France and South Africa;
|
•
|
changes in cash flow resulting from changes in operating results, including from changes in foreign exchange rates, restructuring activities, 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;
|
•
|
cyber attacks and ransomware demands that could cause the Company to not be able to operate its systems and/or access or control its data, including private data;
|
•
|
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 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 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 Brazil, India and the Philippines;
|
•
|
the Company's access to, and the costs of, financing; and
|
•
|
other risks discussed in Item 1A,
Risk Factors
, of the Company's
2016
Annual Report on Form 10-K, 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 4.
|
Controls and Procedures
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 6.
|
Exhibits
|
(a)
|
Exhibits
|
10.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
101
|
The following financial statements from Tupperware Brands Corporation's Quarterly Report on Form 10-Q for the quarter ended July 1, 2017, filed on August 1, 2017, 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 Cash Flows and (v) Notes to Consolidated Financial Statements, tagged in detail.
|
|
TUPPERWARE BRANDS CORPORATION
|
|
|
|
|
|
By:
|
/
S
/ M
ICHAEL
S. P
OTESHMAN
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
By:
|
/
S
/ N
ICHOLAS
K. P
OUCHER
|
|
|
Senior Vice President and Controller
|
|
TUPPERWARE BRANDS CORPORATION
|
|
|
By:
|
/s/ Karen M. Sheehan
|
|
Name:
|
Karen M. Sheehan
|
|
Title:
|
Senior Vice President, General Counsel & Secretary
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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:
|
August 1, 2017
|
/s/ E.V. Goings
|
|
|
E.V. Goings
|
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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:
|
August 1, 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
|