(Mark One)
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x
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ANNUAL 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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Registrant's telephone number, including area code: (407) 826-5050
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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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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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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Item
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Page
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Part I
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Part II
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Item 5
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Item 5a
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Item 5c
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Part III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Part IV
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Item 15
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Item 16
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Item 1.
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Business.
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Name and Age
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Positions and Offices Held and Principal Occupations of Employment- During Past Five Years
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Stein Ove Fenne, age 46
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Group President, Tupperware Europe, Africa & Middle East (TEAM) since July 2018. Previously Senior Vice President & President, Tupperware U.S. & Canada since October 2016, after serving as President, U.S. & Canada since July 2012.
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Lillian D. Garcia, age 62
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Executive Vice President and Chief Talent & Engagement Officer, formerly known as Executive Vice President & Chief Human Resources Officer, since January 2013.
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Luciano Garcia Rangel, age 53
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Group President, Latin America since September 2017, after serving as Senior Vice President and President, Latin America since October 2016. Prior thereto, he served as Area Vice President, Latin America since July 2012.
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E.V. Goings, age 73
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Executive Chairman since May 2018, after serving as Chairman and Chief Executive Officer since October 1997.
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Asha Gupta, age 47
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Executive Vice President and Chief Strategy and Marketing Officer since August 2018, after serving as Group President, Asia Pacific since January 2014, and as Area Vice President, India, Philippines and Nutrimetics Australia since January 2012.
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Justin Hewett, age 47
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Group President, Asia Pacific since August 2018. Previously Area Vice President with portfolio responsibility in the Company’s Europe, Africa and Middle East group since January 2016, and Area Vice President, Total Africa since September 2014. Prior thereto, he served as Managing Director, Tupperware Southern Africa since January 2014.
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Madeline Otero, age 43
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Vice President and Controller since November 2018, after serving as Vice President, Internal Audit and Enterprise Risk Management since November 2015, and as Vice President and Chief Financial Officer of the Beauticontrol business since January 2011.
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Michael S. Poteshman, age 55
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Executive Vice President and Chief Financial Officer since August 2004. As previously announced, Mr. Poteshman will retire as Executive Vice President and Chief Financial Officer effective March 31, 2019.
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Karen M. Sheehan, age 45
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Executive Vice President, Chief Legal Officer & Secretary since January 2018, after serving as Senior Vice President, General Counsel & Secretary since January 2017, and as Vice President & Deputy General Counsel since December 2014. Previously at Church & Dwight Co. Inc., a publicly-traded consumer goods manufacturer and marketer, she was Associate General Counsel, Corporate & Assistant Secretary from May 2012 to November 2014.
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Patricia A. Stitzel, age 53
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President and Chief Executive Officer since May 2018, after serving as President and Chief Operating Officer since October 2016, and as Group President, Americas since January 2014.
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William J. Wright, age 56
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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, and Senior Vice President, Global Product Development, Tupperware since March 2013.
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Item 5a.
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Performance Graph.
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Item 5c.
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Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.
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Item 6.
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Selected Financial Data.
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(In millions, except per share amounts)
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2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Operating results
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||||||||||
Net sales:
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|
|
|
|
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|
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||||||||||
Europe
|
$
|
525.6
|
|
|
$
|
550.4
|
|
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$
|
559.4
|
|
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$
|
612.9
|
|
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$
|
740.6
|
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Asia Pacific
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682.0
|
|
|
734.8
|
|
|
748.6
|
|
|
771.0
|
|
|
839.6
|
|
|||||
North America
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515.1
|
|
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541.5
|
|
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548.3
|
|
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593.7
|
|
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640.8
|
|
|||||
South America
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347.0
|
|
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429.1
|
|
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356.8
|
|
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306.2
|
|
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385.1
|
|
|||||
Total net sales
|
$
|
2,069.7
|
|
|
$
|
2,255.8
|
|
|
$
|
2,213.1
|
|
|
$
|
2,283.8
|
|
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$
|
2,606.1
|
|
Segment profit:
|
|
|
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|
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||||||||||
Europe
|
$
|
46.3
|
|
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$
|
54.5
|
|
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$
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65.3
|
|
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$
|
92.4
|
|
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$
|
117.5
|
|
Asia Pacific
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172.5
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189.3
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181.0
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175.9
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191.7
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|||||
North America
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76.3
|
|
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69.7
|
|
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66.1
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69.7
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|
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69.6
|
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|||||
South America
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68.3
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98.7
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|
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82.2
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46.5
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|
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27.1
|
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|||||
Unallocated expenses
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(46.3
|
)
|
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(64.1
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)
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(67.6
|
)
|
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(72.8
|
)
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(55.9
|
)
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|||||
Gain on disposal of assets including insurance recoveries, net (a),(b)
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18.7
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9.1
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|
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27.3
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13.7
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|
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2.7
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|||||
Re-engineering and impairment charges
|
(15.9
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)
|
|
(66.0
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)
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(7.6
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)
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(20.3
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)
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(11.0
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)
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|||||
Impairment of goodwill and intangible assets (c)
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—
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(62.9
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)
|
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—
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—
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—
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|||||
Interest expense, net
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(43.7
|
)
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(43.2
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)
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(45.4
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)
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(45.2
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)
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(43.5
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)
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|||||
Income before income taxes
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276.2
|
|
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185.1
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|
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301.3
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259.9
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|
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298.2
|
|
|||||
Provision for income taxes (d)
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120.3
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|
|
450.5
|
|
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77.7
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|
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74.1
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|
|
83.8
|
|
|||||
Net income (loss) (d)
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$
|
155.9
|
|
|
$
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(265.4
|
)
|
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$
|
223.6
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|
|
$
|
185.8
|
|
|
$
|
214.4
|
|
Basic earnings (loss) per common share
|
$
|
3.12
|
|
|
$
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(5.22
|
)
|
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$
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4.43
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|
|
$
|
3.72
|
|
|
$
|
4.28
|
|
Diluted earnings (loss) per common share
|
$
|
3.11
|
|
|
$
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(5.22
|
)
|
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$
|
4.41
|
|
|
$
|
3.69
|
|
|
$
|
4.20
|
|
(Dollars in millions, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Profitability ratios
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||||||||||
Segment profit as a percent of sales:
|
|
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|
|
|
|
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||||||||||
Europe
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9
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%
|
|
10
|
%
|
|
12
|
%
|
|
15
|
%
|
|
16
|
%
|
|||||
Asia Pacific
|
25
|
|
|
26
|
|
|
24
|
|
|
23
|
|
|
23
|
|
|||||
North America
|
15
|
|
|
13
|
|
|
12
|
|
|
12
|
|
|
11
|
|
|||||
South America
|
20
|
|
|
23
|
|
|
23
|
|
|
15
|
|
|
7
|
|
|||||
Financial Condition
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
149.0
|
|
|
$
|
144.1
|
|
|
$
|
93.2
|
|
|
$
|
79.8
|
|
|
$
|
77.0
|
|
Net working capital
|
(138.5
|
)
|
|
(28.3
|
)
|
|
(2.3
|
)
|
|
(63.5
|
)
|
|
(105.0
|
)
|
|||||
Property, plant and equipment, net
|
276.0
|
|
|
278.2
|
|
|
259.8
|
|
|
253.6
|
|
|
290.3
|
|
|||||
Total assets
|
1,308.8
|
|
|
1,388.0
|
|
|
1,587.8
|
|
|
1,598.2
|
|
|
1,769.8
|
|
|||||
Short-term borrowings and current portion
of long-term obligations |
285.5
|
|
|
133.0
|
|
|
105.9
|
|
|
162.5
|
|
|
221.4
|
|
|||||
Long-term obligations
|
603.4
|
|
|
605.1
|
|
|
606.0
|
|
|
608.2
|
|
|
612.1
|
|
|||||
Shareholders’ equity (deficit)
|
(235.2
|
)
|
|
(119.4
|
)
|
|
212.8
|
|
|
161.0
|
|
|
185.8
|
|
|||||
Current ratio
|
0.82
|
|
|
0.96
|
|
|
1.00
|
|
|
0.90
|
|
|
0.86
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
132.0
|
|
|
$
|
217.4
|
|
|
$
|
237.0
|
|
|
$
|
225.7
|
|
|
$
|
284.1
|
|
Net cash used in investing activities
|
(34.7
|
)
|
|
(57.6
|
)
|
|
(25.7
|
)
|
|
(43.1
|
)
|
|
(62.3
|
)
|
|||||
Net cash used in financing activities
|
(79.0
|
)
|
|
(116.6
|
)
|
|
(193.3
|
)
|
|
(157.1
|
)
|
|
(211.0
|
)
|
|||||
Capital expenditures
|
75.4
|
|
|
72.3
|
|
|
61.6
|
|
|
61.1
|
|
|
69.4
|
|
|||||
Depreciation and amortization
|
58.2
|
|
|
60.5
|
|
|
57.5
|
|
|
62.4
|
|
|
63.7
|
|
|||||
Common Stock Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per share
|
$
|
2.72
|
|
|
$
|
2.72
|
|
|
$
|
2.72
|
|
|
$
|
2.72
|
|
|
$
|
2.72
|
|
Dividend payout ratio (e)
|
87.2
|
%
|
|
nm
|
|
|
61.4
|
%
|
|
73.1
|
%
|
|
63.6
|
%
|
|||||
Average common shares outstanding (thousands):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
49,877
|
|
|
50,818
|
|
|
50,521
|
|
|
49,947
|
|
|
50,131
|
|
|||||
Diluted (f)
|
50,154
|
|
|
50,818
|
|
|
50,719
|
|
|
50,401
|
|
|
51,011
|
|
|||||
Period-end book value per share (g)
|
$
|
(4.69
|
)
|
|
$
|
(2.35
|
)
|
|
$
|
4.20
|
|
|
$
|
3.19
|
|
|
$
|
3.64
|
|
Period-end price/earnings ratio (h)
|
10.0
|
|
|
nm
|
|
|
11.9
|
|
|
15.1
|
|
|
15.2
|
|
(a)
|
In 2002, the Company began to sell land held for development near its Orlando, Florida headquarters. During
2018
,
2017
,
2016
,
2015
and
2014
, in connection with this program, pretax gains of
$7.1 million
,
$8.8 million
,
$26.5 million
,
$12.9 million
and
1.3 million
, respectively, were included in gains on disposal of assets including insurance recoveries, net.
|
(b)
|
Included in gain on disposal of assets including insurance recoveries, net are pretax gains of
$9.5 million
from the sale and leaseback of a distribution facility in Japan and
$2.1 million
from the sale of the Beauticontrol property in Texas in 2018 and $1.1 million in 2014 from the sale of property in Australia.
|
(c)
|
Valuations completed in 2017, on the Company’s intangible assets resulted in the conclusion that the goodwill value of the Fuller Mexico reporting unit was impaired. This resulted in non-cash charge of $62.9 million.
|
(d)
|
In 2017, upon enactment of the U.S. Tax Cuts and Jobs Act of 2017 (the "Tax Act"), the Company recorded
$375 million
of non-cash, income tax charges. In addition, in 2018 the Company recorded
$46.6 million
of income tax expense related to implementation of provisions of the Tax Act.
|
(e)
|
The dividend payout ratio is dividends declared per share divided by basic earnings per share. In 2017, due to the Company's net loss position the dividend payout ratio is not meaningful.
|
(f)
|
In 2017, due to the Company's net loss position diluted shares were the same as basic shares outstanding.
|
(g)
|
Period-end book value per share is calculated as year-end shareholders’ equity (deficit) divided by full year diluted common shares outstanding.
|
(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. In 2017, due to the Company's net loss position the Period-end price/earnings ratio is not meaningful.
|
|
52 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
|
|
||||||||||
Net sales
|
$
|
2,069.7
|
|
|
$
|
2,255.8
|
|
|
(8)%
|
|
(5)%
|
|
$
|
(82.2
|
)
|
|
Gross margin as a percent of sales
|
66.6
|
%
|
|
67.0
|
%
|
|
(0.4
|
) pp
|
|
na
|
|
na
|
|
|||
DS&A as a percent of sales
|
51.2
|
%
|
|
51.4
|
%
|
|
(0.2
|
) pp
|
|
na
|
|
na
|
|
|||
Operating income
|
$
|
319.8
|
|
|
$
|
232.5
|
|
|
38%
|
|
54%
|
|
$
|
(24.3
|
)
|
|
Net income (loss)
|
$
|
155.9
|
|
|
$
|
(265.4
|
)
|
|
-
|
|
-
|
|
$
|
(15.5
|
)
|
|
Net income (loss) per diluted share
|
$
|
3.11
|
|
|
$
|
(5.22
|
)
|
|
-
|
|
-
|
|
$
|
(0.31
|
)
|
|
52 weeks ended
|
|
53 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
||||||||
|
December 30,
2017 |
|
December 31,
2016 |
|
|
|
|||||||||||
Net sales
|
$
|
2,255.8
|
|
|
$
|
2,213.1
|
|
|
2%
|
|
1%
|
|
$
|
16.7
|
|
||
Gross margin as a percent of sales
|
67.0
|
%
|
|
67.7
|
%
|
|
(0.7
|
) pp
|
|
na
|
|
|
na
|
|
|||
DS&A as a percent of sales
|
51.4
|
%
|
|
52.6
|
%
|
|
(1.2
|
) pp
|
|
na
|
|
|
na
|
|
|||
Operating income
|
$
|
232.5
|
|
|
$
|
354.2
|
|
|
(34)%
|
|
(35
|
)%
|
|
$
|
4.4
|
|
|
Net income (loss)
|
$
|
(265.4
|
)
|
|
$
|
223.6
|
|
|
-
|
|
-
|
|
$
|
3.4
|
|
||
Net income (loss) per diluted share
|
$
|
(5.22
|
)
|
|
$
|
4.41
|
|
|
-
|
|
-
|
|
$
|
0.06
|
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Re-engineering and impairment charges
|
$
|
15.9
|
|
|
$
|
63.7
|
|
|
$
|
7.6
|
|
Cost of products sold
|
0.9
|
|
|
3.6
|
|
|
—
|
|
|||
Total pretax re-engineering costs
|
$
|
16.8
|
|
|
$
|
67.3
|
|
|
$
|
7.6
|
|
(Dollars in millions)
|
2018
|
|
2017
|
|
Change
|
|
Change excluding the translation impact of foreign exchange
|
|
Translation foreign exchange impact
|
|
Percent of total
|
||||||||||||||||
Dollar
|
|
Percent
|
|
2018
|
|
2017
|
|||||||||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Europe
|
$
|
525.6
|
|
|
$
|
550.4
|
|
|
$
|
(24.8
|
)
|
|
(5
|
)%
|
|
(6
|
)%
|
|
$
|
9.6
|
|
|
25
|
%
|
|
24
|
%
|
Asia Pacific
|
682.0
|
|
|
734.8
|
|
|
(52.8
|
)
|
|
(7
|
)
|
|
(6
|
)
|
|
(6.2
|
)
|
|
33
|
|
|
33
|
|
||||
North America
|
515.1
|
|
|
541.5
|
|
|
(26.4
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
(6.4
|
)
|
|
25
|
|
|
24
|
|
||||
South America
|
347.0
|
|
|
429.1
|
|
|
(82.1
|
)
|
|
(19
|
)
|
|
(1
|
)
|
|
(79.2
|
)
|
|
17
|
|
|
19
|
|
||||
Total net sales
|
$
|
2,069.7
|
|
|
$
|
2,255.8
|
|
|
$
|
(186.1
|
)
|
|
(8
|
)%
|
|
(5
|
)%
|
|
$
|
(82.2
|
)
|
|
100
|
%
|
|
100
|
%
|
Segment profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Europe
|
$
|
46.3
|
|
|
$
|
54.5
|
|
|
$
|
(8.2
|
)
|
|
(15
|
)%
|
|
(19
|
)%
|
|
$
|
2.5
|
|
|
13
|
%
|
|
13
|
%
|
Asia Pacific
|
172.5
|
|
|
189.3
|
|
|
(16.8
|
)
|
|
(9
|
)
|
|
(8
|
)
|
|
(0.8
|
)
|
|
47
|
|
|
46
|
|
||||
North America
|
76.3
|
|
|
69.7
|
|
|
6.6
|
|
|
9
|
|
|
12
|
|
|
(1.4
|
)
|
|
21
|
|
|
17
|
|
||||
South America
|
68.3
|
|
|
98.7
|
|
|
(30.4
|
)
|
|
(31
|
)
|
|
(15
|
)
|
|
(18.8
|
)
|
|
19
|
|
|
24
|
|
||||
Segment profit as a percent of sales
|
|||||||||||||||||||||||||||
Europe
|
8.8
|
%
|
|
9.9
|
%
|
|
na
|
|
|
(1.1
|
)pp
|
|
(1.4
|
)pp
|
|
0.3
|
pp
|
|
na
|
|
na
|
||||||
Asia Pacific
|
25.3
|
|
|
25.8
|
|
|
na
|
|
|
(0.5
|
)
|
|
(0.6
|
)
|
|
0.1
|
|
|
na
|
|
na
|
||||||
North America
|
14.8
|
|
|
12.9
|
|
|
na
|
|
|
1.9
|
|
|
2.0
|
|
|
(0.1
|
)
|
|
na
|
|
na
|
||||||
South America
|
19.7
|
|
|
23.0
|
|
|
na
|
|
|
(3.3
|
)
|
|
(3.1
|
)
|
|
(0.2
|
)
|
|
na
|
|
na
|
(Dollars in millions)
|
2017
|
|
2016
|
|
Change
|
|
Change excluding the translation impact of foreign exchange
|
|
Translation foreign exchange impact
|
|
Percent of total
|
||||||||||||||||
Dollar
|
|
Percent
|
|
2017
|
|
2016
|
|||||||||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Europe
|
$
|
550.4
|
|
|
$
|
559.4
|
|
|
$
|
(9.0
|
)
|
|
(2
|
)%
|
|
(4
|
)%
|
|
$
|
16.0
|
|
|
24
|
%
|
|
25
|
%
|
Asia Pacific
|
734.8
|
|
|
748.6
|
|
|
(13.8
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(3.8
|
)
|
|
33
|
|
|
34
|
|
||||
North America
|
541.5
|
|
|
548.3
|
|
|
(6.8
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(0.6
|
)
|
|
24
|
|
|
25
|
|
||||
South America
|
429.1
|
|
|
356.8
|
|
|
72.3
|
|
|
20
|
|
|
19
|
|
|
5.1
|
|
|
19
|
|
|
16
|
|
||||
Total net sales
|
$
|
2,255.8
|
|
|
$
|
2,213.1
|
|
|
$
|
42.7
|
|
|
2
|
%
|
|
1
|
%
|
|
$
|
16.7
|
|
|
100
|
%
|
|
100
|
%
|
Segment profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Europe
|
$
|
54.5
|
|
|
$
|
65.3
|
|
|
$
|
(10.8
|
)
|
|
(16
|
)%
|
|
(21
|
)%
|
|
$
|
3.7
|
|
|
13
|
%
|
|
16
|
%
|
Asia Pacific
|
189.3
|
|
|
181.0
|
|
|
8.3
|
|
|
5
|
|
|
5
|
|
|
(0.2
|
)
|
|
46
|
|
|
46
|
|
||||
North America
|
69.7
|
|
|
66.1
|
|
|
3.6
|
|
|
6
|
|
|
6
|
|
|
(0.3
|
)
|
|
17
|
|
|
17
|
|
||||
South America
|
98.7
|
|
|
82.2
|
|
|
16.5
|
|
|
20
|
|
|
19
|
|
|
1.2
|
|
|
24
|
|
|
21
|
|
||||
Segment profit as a percent of sales
|
|||||||||||||||||||||||||||
Europe
|
9.9
|
%
|
|
11.7
|
%
|
|
na
|
|
|
(1.8
|
)pp
|
|
(2.1
|
)pp
|
|
0.3
|
pp
|
|
na
|
|
na
|
||||||
Asia Pacific
|
25.8
|
|
|
24.2
|
|
|
na
|
|
|
1.6
|
|
|
1.5
|
|
|
0.1
|
|
|
na
|
|
na
|
||||||
North America
|
12.9
|
|
|
12.1
|
|
|
na
|
|
|
0.8
|
|
|
0.9
|
|
|
(0.1
|
)
|
|
na
|
|
na
|
||||||
South America
|
23.0
|
|
|
23.0
|
|
|
na
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
na
|
|
na
|
(In millions)
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Debt obligations
|
$
|
888.9
|
|
|
$
|
285.5
|
|
|
$
|
602.3
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
Interest payments on long term obligations
|
72.3
|
|
|
29.3
|
|
|
43.0
|
|
|
—
|
|
|
—
|
|
|||||
Pension benefits
|
135.4
|
|
|
25.6
|
|
|
21.4
|
|
|
28.5
|
|
|
59.9
|
|
|||||
Post-employment medical benefits
|
12.6
|
|
|
1.3
|
|
|
2.5
|
|
|
2.3
|
|
|
6.5
|
|
|||||
Income tax payments (a)
|
2.5
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital commitments (b)
|
4.3
|
|
|
4.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
103.2
|
|
|
28.3
|
|
|
35.0
|
|
|
14.6
|
|
|
25.3
|
|
|||||
Total contractual obligations (c)
|
$
|
1,219.2
|
|
|
$
|
376.8
|
|
|
$
|
704.2
|
|
|
$
|
46.5
|
|
|
$
|
91.7
|
|
(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 29, 2018
the Company’s total accrual for uncertain tax positions were
$15.1 million
. It is reasonably possible that the accrual for 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 29, 2018
on several capital projects in process at the Company’s various units.
|
(c)
|
The table excludes information on recurring purchases of inventory as these are made under non-binding purchase orders, are generally consistent from year to year, and are short-term in nature.
|
Discount Rate
|
2018
|
|
2017
|
|
2016
|
|||
U.S. Plans
|
3.3
|
%
|
|
3.8
|
%
|
|
3.9
|
%
|
Foreign Plans
|
2.6
|
|
|
2.2
|
|
|
2.3
|
|
Expected rate of return
|
2018
|
|
2017
|
|
2016
|
|||
U.S. Plans
|
7.0
|
%
|
|
7.3
|
%
|
|
8.3
|
%
|
Foreign Plans
|
3.0
|
|
|
3.1
|
|
|
3.2
|
|
(In millions)
|
Increase
|
|
Decrease
|
||||
Discount rate change by 50 basis points
|
$
|
(1.1
|
)
|
|
$
|
1.4
|
|
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;
|
•
|
disruptions caused by restructuring activities, including facility closure, and the combination and exit of business units, impacting business models, the supply chain, as well as not fully realizing expected savings or benefits related to increasing sales 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 and polyethersulfone), as well as beauty, personal care and nutritional products;
|
•
|
governmental regulation and consumer tastes related to the use of plastic in products and/or packaging material;
|
•
|
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 those with stringent 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, China, France, India, Mexico, Russia and Turkey 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 and Egypt) and translation risks due to potential impairments of investments in affected markets;
|
•
|
disruptions resulting from either internal or external labor strikes, work stoppages, or similar difficulties, particularly in Brazil, France, India 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 Brazil, China, India, Indonesia, Malaysia, Mexico and South Africa;
|
•
|
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;
|
•
|
cyberattacks 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 and the success of transitions or changes in leadership or key management personnel;
|
•
|
the success of land buyers in attracting tenants for commercial and residential development and obtaining financing;
|
•
|
the Company's access to, and the costs of, financing and the potential for banks with which the Company maintains lines of credit to be unable to fulfill their commitments; the costs and covenant restrictions associated with the Company's credit arrangements and senior notes due in mid 2021;
|
•
|
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 changes in interpretation of employment status of the sales force by government authorities, 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 in Argentina and Egypt;
|
•
|
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 and programs in the markets in which the Company operates and the effect this can have on the confidence of, and competition for, 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 the Tax Act in the United States and non-income taxes issues in Brazil and India;
|
•
|
other risks discussed in Part I, Item 1A,
Risk Factors
, of this Report, as well as the Company's Consolidated Financial Statements, Notes to Consolidated Financial Statements, other financial information appearing elsewhere in this Report and the Company's other filings with the SEC.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
Year Ended
|
||||||||||
(In millions, except per share amounts)
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Net sales
|
$
|
2,069.7
|
|
|
$
|
2,255.8
|
|
|
$
|
2,213.1
|
|
Cost of products sold
|
692.2
|
|
|
744.3
|
|
|
714.7
|
|
|||
Gross margin
|
1,377.5
|
|
|
1,511.5
|
|
|
1,498.4
|
|
|||
Delivery, sales and administrative expense
|
1,060.5
|
|
|
1,159.2
|
|
|
1,163.9
|
|
|||
Re-engineering and impairment charges
|
15.9
|
|
|
66.0
|
|
|
7.6
|
|
|||
Impairment of goodwill and intangible assets
|
—
|
|
|
62.9
|
|
|
—
|
|
|||
Gains on disposal of assets
|
18.7
|
|
|
9.1
|
|
|
27.3
|
|
|||
Operating income
|
319.8
|
|
|
232.5
|
|
|
354.2
|
|
|||
Interest income
|
2.8
|
|
|
2.9
|
|
|
3.4
|
|
|||
Interest expense
|
46.5
|
|
|
46.1
|
|
|
48.8
|
|
|||
Other expense (income)
|
(0.1
|
)
|
|
4.2
|
|
|
7.5
|
|
|||
Income before income taxes
|
276.2
|
|
|
185.1
|
|
|
301.3
|
|
|||
Provision for income taxes
|
120.3
|
|
|
450.5
|
|
|
77.7
|
|
|||
Net income (loss)
|
$
|
155.9
|
|
|
$
|
(265.4
|
)
|
|
$
|
223.6
|
|
Basic earnings (loss) per common share
|
$
|
3.12
|
|
|
$
|
(5.22
|
)
|
|
$
|
4.43
|
|
Diluted earnings (loss) per common share
|
$
|
3.11
|
|
|
$
|
(5.22
|
)
|
|
$
|
4.41
|
|
|
Year Ended
|
||||||||||
(In millions)
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Net income (loss)
|
$
|
155.9
|
|
|
$
|
(265.4
|
)
|
|
$
|
223.6
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(53.0
|
)
|
|
42.4
|
|
|
(53.7
|
)
|
|||
Deferred gain (loss) on cash flow hedges, net of tax benefit (provision) of $0.1, $0.8 and ($0.4), respectively
|
0.1
|
|
|
(3.3
|
)
|
|
0.6
|
|
|||
Pension and other post-retirement income, net of tax benefit (provision) of ($0.5), ($1.2) and $0.4, respectively
|
4.4
|
|
|
3.0
|
|
|
3.6
|
|
|||
Other comprehensive income (loss)
|
(48.5
|
)
|
|
42.1
|
|
|
(49.5
|
)
|
|||
Total comprehensive income (loss)
|
$
|
107.4
|
|
|
$
|
(223.3
|
)
|
|
$
|
174.1
|
|
(In millions, except share amounts)
|
December 29,
2018 |
|
December 30,
2017 |
||||
ASSETS
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
149.0
|
|
|
$
|
144.1
|
|
Accounts receivable, less allowances of $45.3 and $38.2, respectively
|
144.7
|
|
|
144.4
|
|
||
Inventories
|
257.7
|
|
|
262.2
|
|
||
Non-trade amounts receivable, net
|
49.9
|
|
|
58.6
|
|
||
Prepaid expenses and other current assets
|
19.3
|
|
|
21.2
|
|
||
Total current assets
|
620.6
|
|
|
630.5
|
|
||
Deferred income tax benefits, net
|
217.0
|
|
|
278.0
|
|
||
Property, plant and equipment, net
|
276.0
|
|
|
278.2
|
|
||
Long-term receivables, less allowances of $16.0 and $16.5, respectively
|
18.7
|
|
|
19.3
|
|
||
Tradenames, net
|
52.9
|
|
|
62.5
|
|
||
Goodwill
|
76.1
|
|
|
78.9
|
|
||
Other assets, net
|
47.5
|
|
|
40.6
|
|
||
Total assets
|
$
|
1,308.8
|
|
|
$
|
1,388.0
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
Accounts payable
|
$
|
129.2
|
|
|
$
|
124.4
|
|
Short-term borrowings and current portion of long-term debt and capital lease obligations
|
285.5
|
|
|
133.0
|
|
||
Accrued liabilities
|
344.4
|
|
|
401.4
|
|
||
Total current liabilities
|
759.1
|
|
|
658.8
|
|
||
Long-term debt and capital lease obligations
|
603.4
|
|
|
605.1
|
|
||
Other liabilities
|
181.5
|
|
|
243.5
|
|
||
Shareholders' deficit:
|
|
|
|
|
|
||
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
|
219.3
|
|
|
217.8
|
|
||
Retained earnings
|
1,086.8
|
|
|
1,043.1
|
|
||
Treasury stock, 14,940,286 and 12,549,392 shares, respectively, at cost
|
(939.8
|
)
|
|
(851.5
|
)
|
||
Accumulated other comprehensive loss
|
(602.1
|
)
|
|
(529.4
|
)
|
||
Total shareholders' deficit
|
(235.2
|
)
|
|
(119.4
|
)
|
||
Total liabilities and shareholders' deficit
|
$
|
1,308.8
|
|
|
$
|
1,388.0
|
|
|
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 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 expense 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
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
(265.4
|
)
|
|
|
|
(265.4
|
)
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
42.1
|
|
|
42.1
|
|
|||||||||||
Cash dividends declared ($2.72 per share)
|
|
|
|
|
|
|
|
|
|
|
(140.2
|
)
|
|
|
|
(140.2
|
)
|
|||||||||||
Stock and options issued for incentive plans
|
|
|
|
|
(0.4
|
)
|
|
28.7
|
|
|
9.2
|
|
|
(6.6
|
)
|
|
|
|
31.3
|
|
||||||||
December 30, 2017
|
63.6
|
|
$
|
0.6
|
|
|
12.6
|
|
$
|
(851.5
|
)
|
|
$
|
217.8
|
|
|
$
|
1,043.1
|
|
|
$
|
(529.4
|
)
|
|
$
|
(119.4
|
)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
155.9
|
|
|
|
|
155.9
|
|
|||||||||||
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
|
|
|
|
24.2
|
|
|
(24.2
|
)
|
|
—
|
|
||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(48.5
|
)
|
|
(48.5
|
)
|
|||||||||||
Cash dividends declared ($2.72 per share)
|
|
|
|
|
|
|
|
|
|
|
(136.1
|
)
|
|
|
|
(136.1
|
)
|
|||||||||||
Repurchase of common stock
|
|
|
|
|
2.6
|
|
|
(100.2
|
)
|
|
|
|
|
|
|
|
(100.2
|
)
|
||||||||||
Stock and options issued for incentive plans
|
|
|
|
|
(0.2
|
)
|
|
11.9
|
|
|
1.5
|
|
|
(0.3
|
)
|
|
|
|
13.1
|
|
||||||||
December 29, 2018
|
63.6
|
|
$
|
0.6
|
|
|
15.0
|
|
$
|
(939.8
|
)
|
|
$
|
219.3
|
|
|
$
|
1,086.8
|
|
|
$
|
(602.1
|
)
|
|
$
|
(235.2
|
)
|
|
Year Ended
|
||||||||||
(In millions)
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Operating Activities:
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
155.9
|
|
|
$
|
(265.4
|
)
|
|
$
|
223.6
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
58.2
|
|
|
60.5
|
|
|
57.5
|
|
|||
Equity compensation
|
14.5
|
|
|
22.6
|
|
|
20.0
|
|
|||
Unrealized foreign exchange (gains) losses
|
(0.6
|
)
|
|
(0.2
|
)
|
|
0.4
|
|
|||
Amortization of deferred debt costs
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|||
Net gains on disposal of assets, including insurance recoveries
|
(18.8
|
)
|
|
(8.7
|
)
|
|
(25.8
|
)
|
|||
Provision for bad debts
|
20.4
|
|
|
16.8
|
|
|
11.1
|
|
|||
Write-down of inventories
|
7.5
|
|
|
8.3
|
|
|
10.8
|
|
|||
Non-cash impact of impairment costs and re-engineering
|
1.3
|
|
|
69.1
|
|
|
—
|
|
|||
Net change in deferred income taxes
|
59.8
|
|
|
307.7
|
|
|
(32.9
|
)
|
|||
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
||||
Accounts and notes receivable
|
(33.8
|
)
|
|
(33.7
|
)
|
|
0.9
|
|
|||
Inventories
|
(25.8
|
)
|
|
(18.8
|
)
|
|
(2.8
|
)
|
|||
Non-trade amounts receivable
|
1.0
|
|
|
(0.8
|
)
|
|
1.2
|
|
|||
Prepaid expenses
|
1.1
|
|
|
2.5
|
|
|
(0.9
|
)
|
|||
Other assets
|
1.1
|
|
|
(4.7
|
)
|
|
0.4
|
|
|||
Accounts payable and accrued liabilities
|
(43.8
|
)
|
|
44.1
|
|
|
(22.2
|
)
|
|||
Income taxes payable
|
(69.1
|
)
|
|
14.3
|
|
|
(6.0
|
)
|
|||
Other liabilities
|
(0.4
|
)
|
|
3.1
|
|
|
4.6
|
|
|||
Net cash impact from hedging activity
|
2.9
|
|
|
0.1
|
|
|
(2.7
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||
Net cash provided by operating activities
|
132.0
|
|
|
217.4
|
|
|
237.0
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
(75.4
|
)
|
|
(72.3
|
)
|
|
(61.6
|
)
|
|||
Proceeds from disposal of property, plant and equipment
|
40.7
|
|
|
14.7
|
|
|
35.9
|
|
|||
Net cash used in investing activities
|
(34.7
|
)
|
|
(57.6
|
)
|
|
(25.7
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
|
|
||||
Dividend payments to shareholders
|
(137.8
|
)
|
|
(139.5
|
)
|
|
(138.8
|
)
|
|||
Proceeds from exercise of stock options
|
0.3
|
|
|
11.8
|
|
|
0.8
|
|
|||
Repurchase of common stock
|
(101.7
|
)
|
|
(2.5
|
)
|
|
(1.7
|
)
|
|||
Repayment of long-term debt and capital lease obligations
|
(1.9
|
)
|
|
(2.0
|
)
|
|
(2.2
|
)
|
|||
Net change in short-term debt
|
162.1
|
|
|
15.6
|
|
|
(52.0
|
)
|
|||
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
—
|
|
|
0.6
|
|
|||
Net cash used in financing activities
|
(79.0
|
)
|
|
(116.6
|
)
|
|
(193.3
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(13.6
|
)
|
|
8.0
|
|
|
(4.7
|
)
|
|||
Net change in cash, cash equivalents and restricted cash
|
4.7
|
|
|
51.2
|
|
|
13.3
|
|
|||
Cash, cash equivalents and restricted cash at beginning of year
|
147.2
|
|
|
96.0
|
|
|
82.7
|
|
|||
Cash, cash equivalents and restricted cash at end of year
|
$
|
151.9
|
|
|
$
|
147.2
|
|
|
$
|
96.0
|
|
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 - 7
|
|
Weighted Average Estimated Useful Life
|
Indefinite-lived tradenames
|
Indefinite
|
Definite-lived tradename
|
10 years
|
(In millions, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss)
|
$
|
155.9
|
|
|
$
|
(265.4
|
)
|
|
$
|
223.6
|
|
Weighted average shares of common stock outstanding
|
49.9
|
|
|
50.8
|
|
|
50.5
|
|
|||
Common equivalent shares:
|
|
|
|
|
|
||||||
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance share units
|
0.3
|
|
|
—
|
|
|
0.2
|
|
|||
Weighted average common and common equivalent shares outstanding
|
50.2
|
|
|
50.8
|
|
|
50.7
|
|
|||
Basic earnings (loss) per share
|
$
|
3.12
|
|
|
$
|
(5.22
|
)
|
|
$
|
4.43
|
|
Diluted earnings (loss) per share
|
$
|
3.11
|
|
|
$
|
(5.22
|
)
|
|
$
|
4.41
|
|
Shares excluded from the determination of potential common stock because inclusion would have been anti-dilutive
|
3.0
|
|
|
3.1
|
|
|
1.4
|
|
Note 2:
|
Re-engineering Costs
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Severance
|
$
|
3.6
|
|
|
$
|
48.1
|
|
|
$
|
5.4
|
|
Other
|
12.3
|
|
|
15.6
|
|
|
2.2
|
|
|||
Total re-engineering charges
|
$
|
15.9
|
|
|
$
|
63.7
|
|
|
$
|
7.6
|
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Europe
|
$
|
10.2
|
|
|
$
|
47.9
|
|
|
$
|
2.9
|
|
Asia Pacific
|
0.5
|
|
|
4.8
|
|
|
0.7
|
|
|||
North America
|
3.8
|
|
|
11.0
|
|
|
2.9
|
|
|||
South America
|
1.4
|
|
|
—
|
|
|
1.1
|
|
|||
Total re-engineering charges
|
$
|
15.9
|
|
|
$
|
63.7
|
|
|
$
|
7.6
|
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Re-engineering charges
|
$
|
15.9
|
|
|
$
|
63.7
|
|
|
$
|
7.6
|
|
Cost of products sold
|
0.9
|
|
|
3.6
|
|
|
—
|
|
|||
Total pretax re-engineering costs
|
$
|
16.8
|
|
|
$
|
67.3
|
|
|
$
|
7.6
|
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
$
|
45.4
|
|
|
$
|
1.6
|
|
|
$
|
1.7
|
|
Provision
|
15.9
|
|
|
63.7
|
|
|
7.6
|
|
|||
Non-cash charges
|
(2.0
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|||
Adjustments
|
5.0
|
|
|
—
|
|
|
—
|
|
|||
Cash expenditures:
|
|
|
|
|
|
||||||
Severance
|
(27.1
|
)
|
|
(12.7
|
)
|
|
(5.2
|
)
|
|||
Other
|
(12.8
|
)
|
|
(6.8
|
)
|
|
(2.2
|
)
|
|||
Currency translation adjustment
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
$
|
23.3
|
|
|
$
|
45.4
|
|
|
$
|
1.6
|
|
Note 3:
|
Inventories
|
(In millions)
|
2018
|
|
2017
|
||||
Finished goods
|
$
|
203.9
|
|
|
$
|
203.5
|
|
Work in process
|
25.0
|
|
|
26.0
|
|
||
Raw materials and supplies
|
28.8
|
|
|
32.7
|
|
||
Total inventories
|
$
|
257.7
|
|
|
$
|
262.2
|
|
Note 4:
|
Property, Plant and Equipment
|
(In millions)
|
2018
|
|
2017
|
||||
Land
|
$
|
43.3
|
|
|
$
|
43.4
|
|
Buildings and improvements
|
175.6
|
|
|
204.8
|
|
||
Molds
|
681.0
|
|
|
678.6
|
|
||
Production equipment
|
262.2
|
|
|
298.8
|
|
||
Distribution equipment
|
39.4
|
|
|
40.5
|
|
||
Computer/telecom equipment
|
43.6
|
|
|
47.5
|
|
||
Furniture and fixtures
|
28.4
|
|
|
20.7
|
|
||
Capitalized software
|
89.0
|
|
|
81.2
|
|
||
Construction in progress
|
23.9
|
|
|
25.1
|
|
||
Total property, plant and equipment
|
1,386.4
|
|
|
1,440.6
|
|
||
Less accumulated depreciation
|
(1,110.4
|
)
|
|
(1,162.4
|
)
|
||
Property, plant and equipment, net
|
$
|
276.0
|
|
|
$
|
278.2
|
|
Note 5:
|
Accrued and Other Liabilities
|
(In millions)
|
2018
|
|
2017
|
||||
Income taxes payable
|
$
|
46.6
|
|
|
$
|
49.7
|
|
Compensation and employee benefits
|
56.0
|
|
|
69.0
|
|
||
Advertising and promotion
|
41.3
|
|
|
55.9
|
|
||
Taxes other than income taxes
|
21.7
|
|
|
30.0
|
|
||
Pensions
|
11.8
|
|
|
8.3
|
|
||
Post-retirement benefits
|
1.3
|
|
|
1.5
|
|
||
Dividends payable
|
33.1
|
|
|
34.7
|
|
||
Foreign currency contracts
|
22.6
|
|
|
29.6
|
|
||
Re-engineering
|
23.3
|
|
|
45.4
|
|
||
Other
|
86.7
|
|
|
77.3
|
|
||
Total accrued liabilities
|
$
|
344.4
|
|
|
$
|
401.4
|
|
(In millions)
|
2018
|
|
2017
|
||||
Post-retirement benefits
|
$
|
11.3
|
|
|
$
|
13.7
|
|
Pensions
|
105.7
|
|
|
120.6
|
|
||
Income taxes
|
15.1
|
|
|
21.2
|
|
||
Deferred income tax
|
7.3
|
|
|
41.0
|
|
||
Other
|
42.1
|
|
|
47.0
|
|
||
Total other liabilities
|
$
|
181.5
|
|
|
$
|
243.5
|
|
Note 6:
|
Goodwill and Intangible Assets
|
(In millions)
|
Europe
|
|
Asia Pacific
|
|
North America
|
|
South America
|
|
Total
|
||||||||||
Gross goodwill balance at December 31, 2016
|
$
|
29.3
|
|
|
$
|
75.9
|
|
|
$
|
128.4
|
|
|
$
|
3.7
|
|
|
$
|
237.3
|
|
Effect of changes in exchange rates
|
0.6
|
|
|
2.2
|
|
|
6.5
|
|
|
(0.1
|
)
|
|
9.2
|
|
|||||
Gross goodwill balance at December 30, 2017
|
29.9
|
|
|
78.1
|
|
|
134.9
|
|
|
3.6
|
|
|
246.5
|
|
|||||
Effect of changes in exchange rates
|
(0.7
|
)
|
|
(1.1
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(2.8
|
)
|
|||||
Gross goodwill balance at December 29, 2018
|
$
|
29.2
|
|
|
$
|
77.0
|
|
|
$
|
134.4
|
|
|
$
|
3.1
|
|
|
$
|
243.7
|
|
(In millions)
|
Europe
|
|
Asia Pacific
|
|
North America
|
|
South America
|
|
Total
|
||||||||||
Cumulative impairments as of December 31, 2016
|
$
|
24.5
|
|
|
$
|
41.3
|
|
|
$
|
38.9
|
|
|
$
|
—
|
|
|
$
|
104.7
|
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
62.9
|
|
|
—
|
|
|
62.9
|
|
|||||
Cumulative impairments as of December 30, 2017
|
24.5
|
|
|
41.3
|
|
|
101.8
|
|
|
—
|
|
|
167.6
|
|
|||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cumulative impairments as of December 29, 2018
|
$
|
24.5
|
|
|
$
|
41.3
|
|
|
$
|
101.8
|
|
|
$
|
—
|
|
|
$
|
167.6
|
|
|
December 29, 2018
|
||||||||||
(In millions)
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net
|
||||||
Indefinite-lived tradenames
|
$
|
20.3
|
|
|
$
|
—
|
|
|
$
|
20.3
|
|
Definite-lived tradename
|
70.5
|
|
|
37.9
|
|
|
32.6
|
|
|||
Total intangible assets
|
$
|
90.8
|
|
|
$
|
37.9
|
|
|
$
|
52.9
|
|
|
December 30, 2017
|
||||||||||
(In millions)
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net
|
||||||
Indefinite-lived tradenames
|
$
|
21.1
|
|
|
$
|
—
|
|
|
$
|
21.1
|
|
Definite-lived tradename
|
73.1
|
|
|
31.7
|
|
|
41.4
|
|
|||
Total intangible assets
|
$
|
94.2
|
|
|
$
|
31.7
|
|
|
$
|
62.5
|
|
|
Year Ended
|
||||||
(In millions)
|
December 29,
2018 |
|
December 30,
2017 |
||||
Beginning balance
|
$
|
94.2
|
|
|
$
|
90.6
|
|
Effect of changes in exchange rates
|
(3.4
|
)
|
|
3.6
|
|
||
Ending balance
|
$
|
90.8
|
|
|
$
|
94.2
|
|
Note 7:
|
Financing Obligations
|
(In millions)
|
2018
|
|
2017
|
||||
Fixed rate Senior Notes due 2021
|
$
|
599.7
|
|
|
$
|
599.5
|
|
Five year Revolving Credit Agreement
|
283.9
|
|
|
131.0
|
|
||
Belgium facilities capital leases
|
5.3
|
|
|
7.5
|
|
||
Other
|
—
|
|
|
0.1
|
|
||
Total debt obligations
|
888.9
|
|
|
738.1
|
|
||
Less current portion
|
(285.5
|
)
|
|
(133.0
|
)
|
||
Long-term debt and capital lease obligations
|
$
|
603.4
|
|
|
$
|
605.1
|
|
(Dollars in millions)
|
2018
|
|
2017
|
||||
Total short-term borrowings at year-end
|
$
|
283.9
|
|
|
$
|
131.0
|
|
Weighted average interest rate at year-end
|
2.3
|
%
|
|
1.9
|
%
|
||
Average short-term borrowings during the year
|
$
|
364.6
|
|
|
$
|
322.3
|
|
Weighted average interest rate for the year
|
2.6
|
%
|
|
2.3
|
%
|
||
Maximum short-term borrowings during the year
|
$
|
509.9
|
|
|
$
|
389.2
|
|
•
|
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 28, 2019
|
$
|
285.5
|
|
December 26, 2020
|
1.3
|
|
|
December 25, 2021
|
601.0
|
|
|
December 31, 2022
|
1.1
|
|
|
Total
|
$
|
888.9
|
|
(In millions)
|
December 29,
2018 |
|
December 30,
2017 |
||||
Gross payments
|
$
|
5.8
|
|
|
$
|
8.3
|
|
Less imputed interest
|
0.5
|
|
|
0.8
|
|
||
Total capital lease obligation
|
5.3
|
|
|
7.5
|
|
||
Less current maturity
|
1.6
|
|
|
1.9
|
|
||
Capital lease obligation - long-term portion
|
$
|
3.7
|
|
|
$
|
5.6
|
|
Note 8:
|
Derivative Financial Instruments
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||||||
|
|
|
|
Fair value
|
|
|
|
Fair value
|
||||||||||||
Derivatives designated as hedging instruments (
in millions
)
|
|
Balance sheet location
|
|
2018
|
|
2017
|
|
Balance sheet location
|
|
2018
|
|
2017
|
||||||||
Foreign exchange contracts
|
|
Non-trade amounts receivable
|
|
$
|
26.7
|
|
|
$
|
32.2
|
|
|
Accrued liabilities
|
|
$
|
22.6
|
|
|
$
|
29.6
|
|
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
|
||||||||||||||||
|
|
|
|
2018
|
2017
|
2016
|
|
|
|
2018
|
2017
|
2016
|
||||||||||||
Foreign exchange contracts
|
|
Other expense
|
|
$
|
(21.9
|
)
|
$
|
17.2
|
|
$
|
(41.8
|
)
|
|
Other expense
|
|
|
$21.6
|
|
|
($17.1
|
)
|
|
$42.1
|
|
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
|
|
2018
|
2017
|
2016
|
|
|
|
2018
|
2017
|
2016
|
|
|
|
2018
|
2017
|
2016
|
||||||||||||||||||
Foreign exchange contracts
|
|
$
|
6.9
|
|
$
|
(2.7
|
)
|
$
|
6.7
|
|
|
Cost of products sold
|
|
$
|
6.9
|
|
$
|
1.4
|
|
$
|
5.7
|
|
|
Interest expense
|
|
$
|
(4.1
|
)
|
$
|
(4.8
|
)
|
$
|
(5.6
|
)
|
Net equity hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign exchange contracts
|
|
26.5
|
|
(21.6
|
)
|
41.0
|
|
|
|
|
|
|
|
|
Interest expense
|
|
(21.2
|
)
|
(26.0
|
)
|
(20.8
|
)
|
||||||||||||
Euro denominated debt
|
|
3.8
|
|
(11.5
|
)
|
3.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 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
|
)
|
Other comprehensive income (loss) before reclassifications
|
42.4
|
|
|
(2.5
|
)
|
|
1.8
|
|
|
41.7
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(0.8
|
)
|
|
1.2
|
|
|
0.4
|
|
||||
Net other comprehensive income (loss)
|
42.4
|
|
|
(3.3
|
)
|
|
3.0
|
|
|
42.1
|
|
||||
December 30, 2017
|
$
|
(501.9
|
)
|
|
$
|
1.6
|
|
|
$
|
(29.1
|
)
|
|
$
|
(529.4
|
)
|
Cumulative effect of change in Accounting Principle
|
(24.2
|
)
|
|
—
|
|
|
—
|
|
|
(24.2
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
(53.0
|
)
|
|
5.4
|
|
|
3.6
|
|
|
(44.0
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(5.3
|
)
|
|
0.8
|
|
|
(4.5
|
)
|
||||
Net other comprehensive income (loss)
|
(53.0
|
)
|
|
0.1
|
|
|
4.4
|
|
|
(48.5
|
)
|
||||
December 29, 2018
|
$
|
(579.1
|
)
|
|
$
|
1.7
|
|
|
$
|
(24.7
|
)
|
|
$
|
(602.1
|
)
|
Note 11:
|
Statements of Cash Flows Supplemental Disclosure
|
Note 12:
|
Income Taxes
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
$
|
(54.2
|
)
|
|
$
|
(76.2
|
)
|
|
$
|
(44.8
|
)
|
Foreign
|
330.4
|
|
|
261.3
|
|
|
346.1
|
|
|||
Total
|
$
|
276.2
|
|
|
$
|
185.1
|
|
|
$
|
301.3
|
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
13.2
|
|
|
$
|
25.6
|
|
|
$
|
(23.8
|
)
|
Foreign
|
80.8
|
|
|
136.9
|
|
|
114.1
|
|
|||
State
|
(1.0
|
)
|
|
2.1
|
|
|
1.4
|
|
|||
|
93.0
|
|
|
164.6
|
|
|
91.7
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
26.1
|
|
|
312.9
|
|
|
(14.7
|
)
|
|||
Foreign
|
1.7
|
|
|
(25.6
|
)
|
|
0.2
|
|
|||
State
|
(0.5
|
)
|
|
(1.4
|
)
|
|
0.5
|
|
|||
|
27.3
|
|
|
285.9
|
|
|
(14.0
|
)
|
|||
Total
|
$
|
120.3
|
|
|
$
|
450.5
|
|
|
$
|
77.7
|
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Amount computed using statutory rate
|
$
|
58.0
|
|
|
$
|
64.8
|
|
|
$
|
105.5
|
|
Increase (reduction) in taxes resulting from:
|
|
|
|
|
|
||||||
Net impact from repatriating foreign earnings and direct foreign tax credits
|
(10.1
|
)
|
|
(5.8
|
)
|
|
(16.3
|
)
|
|||
Foreign income taxes
|
(8.3
|
)
|
|
14.3
|
|
|
(7.5
|
)
|
|||
Impact of changes in U.S. tax legislation
|
50.6
|
|
|
375.0
|
|
|
(2.7
|
)
|
|||
Other changes in valuation allowances for deferred tax assets
|
36.2
|
|
|
5.3
|
|
|
(0.1
|
)
|
|||
Foreign and domestic tax audit settlement and adjustments
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|||
Other
|
(6.1
|
)
|
|
(0.6
|
)
|
|
(1.2
|
)
|
|||
Total
|
$
|
120.3
|
|
|
$
|
450.5
|
|
|
$
|
77.7
|
|
(In millions)
|
2018
|
|
2017
|
||||
Purchased intangibles
|
$
|
(17.4
|
)
|
|
$
|
(20.3
|
)
|
Other
|
(1.6
|
)
|
|
(6.5
|
)
|
||
Gross deferred tax liabilities
|
(19.0
|
)
|
|
(26.8
|
)
|
||
Credit and net operating loss carry forwards (net of unrecognized tax benefits)
|
283.0
|
|
|
295.9
|
|
||
Employee benefits accruals
|
45.5
|
|
|
51.0
|
|
||
Deferred costs
|
35.0
|
|
|
48.0
|
|
||
Fixed assets basis differences
|
18.6
|
|
|
17.8
|
|
||
Capitalized intangibles
|
19.1
|
|
|
21.4
|
|
||
Other accruals
|
62.0
|
|
|
33.5
|
|
||
Accounts receivable
|
1.3
|
|
|
10.7
|
|
||
Post-retirement benefits
|
3.4
|
|
|
4.5
|
|
||
Depreciation
|
9.4
|
|
|
11.2
|
|
||
Inventory
|
4.7
|
|
|
5.3
|
|
||
Gross deferred tax assets
|
482.0
|
|
|
499.3
|
|
||
Valuation allowances
|
(253.3
|
)
|
|
(235.5
|
)
|
||
Net deferred tax assets
|
$
|
209.7
|
|
|
$
|
237.0
|
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance, beginning of year
|
$
|
19.8
|
|
|
$
|
20.7
|
|
|
$
|
21.8
|
|
Additions based on tax positions related to the current year
|
2.2
|
|
|
3.6
|
|
|
2.7
|
|
|||
Additions for tax positions of prior year
|
0.5
|
|
|
2.2
|
|
|
1.2
|
|
|||
Reduction for tax positions of prior years
|
(3.4
|
)
|
|
(3.0
|
)
|
|
(1.2
|
)
|
|||
Settlements
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|||
Reductions for lapse in statute of limitations
|
(3.6
|
)
|
|
(3.7
|
)
|
|
(3.1
|
)
|
|||
Impact of foreign currency rate changes versus the U.S. dollar
|
(0.4
|
)
|
|
1.2
|
|
|
(0.7
|
)
|
|||
Balance, end of year
|
$
|
15.1
|
|
|
$
|
19.8
|
|
|
$
|
20.7
|
|
Note 13:
|
Retirement Benefit Plans
|
|
U.S. plans
|
|
Foreign plans
|
||||||||||||||||||||
|
Pension benefits
|
|
Post-retirement benefits
|
|
Pension benefits
|
||||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
50.7
|
|
|
$
|
49.8
|
|
|
$
|
15.2
|
|
|
$
|
17.0
|
|
|
$
|
194.9
|
|
|
$
|
179.6
|
|
Service cost
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
8.4
|
|
|
10.4
|
|
||||||
Interest cost
|
1.6
|
|
|
1.7
|
|
|
0.5
|
|
|
0.7
|
|
|
3.8
|
|
|
3.8
|
|
||||||
Actuarial (gain) loss
|
(3.7
|
)
|
|
1.3
|
|
|
(1.7
|
)
|
|
(1.1
|
)
|
|
(6.8
|
)
|
|
(2.2
|
)
|
||||||
Benefits paid
|
(0.8
|
)
|
|
(2.1
|
)
|
|
(1.4
|
)
|
|
(1.5
|
)
|
|
(7.5
|
)
|
|
(7.9
|
)
|
||||||
Impact of exchange rates
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(4.8
|
)
|
|
14.1
|
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.6
|
|
||||||
Settlements/Curtailments (a)
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.6
|
)
|
|
(3.5
|
)
|
||||||
Ending balance
|
$
|
45.5
|
|
|
$
|
50.7
|
|
|
$
|
12.6
|
|
|
$
|
15.2
|
|
|
$
|
178.3
|
|
|
$
|
194.9
|
|
Change in plan assets at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
29.0
|
|
|
$
|
27.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87.7
|
|
|
$
|
76.9
|
|
Actual return on plan assets
|
(1.8
|
)
|
|
4.4
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
5.0
|
|
||||||
Company contributions
|
0.7
|
|
|
—
|
|
|
1.4
|
|
|
1.5
|
|
|
11.2
|
|
|
10.8
|
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.8
|
|
||||||
Benefits and expenses paid
|
(1.2
|
)
|
|
(2.4
|
)
|
|
(1.4
|
)
|
|
(1.5
|
)
|
|
(7.5
|
)
|
|
(8.3
|
)
|
||||||
Impact of exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
5.7
|
|
||||||
Settlements
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
(3.2
|
)
|
||||||
Ending balance
|
$
|
24.4
|
|
|
$
|
29.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
81.9
|
|
|
$
|
87.7
|
|
Funded status of plans
|
$
|
(21.1
|
)
|
|
$
|
(21.7
|
)
|
|
$
|
(12.6
|
)
|
|
$
|
(15.2
|
)
|
|
$
|
(96.4
|
)
|
|
$
|
(107.2
|
)
|
(a)
|
Includes $5.0 million pension obligations replaced by severance obligations to be paid as part of the closure of the supply chain facility in France. See Note 2 for discussion of re-engineering and impairment charges.
|
(In millions)
|
December 29,
2018 |
|
December 30,
2017 |
||||
Accrued benefit liability
|
$
|
(130.1
|
)
|
|
$
|
(144.1
|
)
|
Accumulated other comprehensive loss (pretax)
|
35.3
|
|
|
40.1
|
|
|
2018
|
|
2017
|
||||||||||||
(In millions)
|
Pension
Benefits |
|
Post-retirement
Benefits |
|
Pension
Benefits |
|
Post-retirement
Benefits |
||||||||
Transition obligation
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
2.4
|
|
|
$
|
—
|
|
Prior service cost (benefit)
|
2.1
|
|
|
(4.7
|
)
|
|
1.2
|
|
|
(6.0
|
)
|
||||
Net actuarial loss (gain)
|
37.4
|
|
|
(1.9
|
)
|
|
42.7
|
|
|
(0.2
|
)
|
||||
Accumulated other comprehensive loss(income) pretax
|
$
|
41.9
|
|
|
$
|
(6.6
|
)
|
|
$
|
46.3
|
|
|
$
|
(6.2
|
)
|
|
2018
|
|
2017
|
||||||||||||
(In millions)
|
Pension
Benefits
|
|
Post-retirement
Benefits
|
|
Pension
Benefits
|
|
Post-retirement
Benefits
|
||||||||
Net prior service cost
|
$
|
0.9
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
Net actuarial (gain)
|
(4.9
|
)
|
|
(1.7
|
)
|
|
(8.5
|
)
|
|
(1.2
|
)
|
||||
Impact of exchange rates
|
(0.4
|
)
|
|
—
|
|
|
4.1
|
|
|
—
|
|
||||
Other comprehensive (income) loss
|
$
|
(4.4
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(4.4
|
)
|
|
$
|
0.1
|
|
|
Pension benefits
|
|
Post-retirement benefits
|
||||||||||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost and expenses
|
$
|
8.4
|
|
|
$
|
10.4
|
|
|
$
|
11.8
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
5.4
|
|
|
5.6
|
|
|
6.7
|
|
|
0.5
|
|
|
0.7
|
|
|
0.7
|
|
||||||
Return on plan assets
|
(4.4
|
)
|
|
(4.4
|
)
|
|
(5.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement/Curtailment
|
1.3
|
|
|
1.0
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employee contributions
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net deferral
|
0.8
|
|
|
2.0
|
|
|
2.7
|
|
|
(1.3
|
)
|
|
(1.3
|
)
|
|
(1.3
|
)
|
||||||
Net periodic benefit cost (income)
|
$
|
11.3
|
|
|
$
|
14.4
|
|
|
$
|
19.6
|
|
|
$
|
(0.7
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.5
|
)
|
Weighted average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. plans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate, net periodic benefit cost
|
3.3
|
%
|
|
3.8
|
%
|
|
3.9
|
%
|
|
3.5
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
||||||
Discount rate, benefit obligations
|
4.0
|
|
|
3.3
|
|
|
3.7
|
|
|
4.2
|
|
|
3.5
|
|
|
4.0
|
|
||||||
Return on plan assets
|
7.0
|
|
|
7.3
|
|
|
8.3
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Salary growth rate, net periodic benefit cost
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Salary growth rate, benefit obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Foreign plans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
2.6
|
%
|
|
2.2
|
%
|
|
2.3
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Return on plan assets
|
3.0
|
|
|
3.1
|
|
|
3.2
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Salary growth rate
|
2.8
|
|
|
2.7
|
|
|
2.9
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
2018
|
|
2017
|
||||||||
Asset category
|
U.S. plans
|
|
Foreign plans
|
|
U.S. plans
|
|
Foreign plans
|
||||
Equity securities
|
61
|
%
|
|
25
|
%
|
|
63
|
%
|
|
26
|
%
|
Fixed income securities
|
39
|
|
|
17
|
|
|
37
|
|
|
16
|
|
Cash and money market investments
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
Guaranteed contracts
|
—
|
|
|
50
|
|
|
—
|
|
|
49
|
|
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Description of assets
(in millions)
|
December 29,
2018 |
|
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)
|
$
|
24.4
|
|
|
$
|
—
|
|
|
$
|
24.4
|
|
|
$
|
—
|
|
Foreign plans:
|
|
|
|
|
|
|
|
|||||||||
Australia
|
Investment fund (b)
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||
Switzerland
|
Guaranteed insurance contract (c)
|
32.0
|
|
|
—
|
|
|
—
|
|
|
32.0
|
|
||||
Germany
|
Guaranteed insurance contract (c)
|
5.5
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
||||
Belgium
|
Mutual fund (d)
|
23.4
|
|
|
23.4
|
|
|
—
|
|
|
—
|
|
||||
Austria
|
Guaranteed insurance contract (c)
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||
Korea
|
Guaranteed insurance contract (c)
|
4.1
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
||||
Japan
|
Common/collective trust (e)
|
11.2
|
|
|
—
|
|
|
11.2
|
|
|
—
|
|
||||
Philippines
|
Fixed income securities (f)
|
1.4
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
||||
|
Equity fund (f)
|
1.8
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
106.3
|
|
|
$
|
26.6
|
|
|
$
|
37.7
|
|
|
$
|
42.0
|
|
Description of assets
(in millions)
|
December 30,
2017 |
|
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)
|
$
|
28.9
|
|
|
$
|
—
|
|
|
$
|
28.9
|
|
|
$
|
—
|
|
Foreign plans:
|
|
|
|
|
|
|
|
|||||||||
Australia
|
Investment fund (b)
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
||||
Switzerland
|
Guaranteed insurance contract (c)
|
32.8
|
|
|
—
|
|
|
—
|
|
|
32.8
|
|
||||
Germany
|
Guaranteed insurance contract (c)
|
5.6
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
||||
Belgium
|
Mutual funds (d)
|
25.2
|
|
|
25.2
|
|
|
—
|
|
|
—
|
|
||||
Austria
|
Guaranteed insurance contract (c)
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||
Korea
|
Guaranteed insurance contract (c)
|
4.1
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
||||
Japan
|
Common/collective trust (e)
|
12.8
|
|
|
—
|
|
|
12.8
|
|
|
—
|
|
||||
Philippines
|
Fixed income securities (f)
|
1.8
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
||||
|
Equity fund (f)
|
2.6
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
116.7
|
|
|
$
|
29.6
|
|
|
$
|
44.2
|
|
|
$
|
42.9
|
|
(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 29, 2018
and
December 30, 2017
, the common trusts held
61 percent
and
63 percent
of its assets in equity securities and
39 percent
and
37 percent
in fixed income securities, respectively. The percentage of funds invested in equity securities at the end of
2018
and
2017
, included:
10 percent
in international stocks in each year,
31 percent
and
32 percent
in large U.S. stocks and
20 percent
and
21 percent
in small 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
2018
and
2017
, the strategy of this fund is to achieve a long-term net return of at least
3.5 percent
above inflation based on the Australian consumer price index over a rolling ten-year and five-year period, respectively. 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 29, 2018
and
December 30, 2017
, the percentage of funds held in investments included: Australian equities of
14 percent
and
16 percent
, other equities of listed companies outside of Australia of
42 percent
and
44 percent
, government and corporate bonds of
21 percent
and
17 percent
and cash of
15 percent
and
14 percent
and real estate of
8 percent
and
9 percent
, respectively.
|
(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 29, 2018
and
December 30, 2017
, the percentage of funds held in various asset classes included: large-cap equities of European companies of
22 percent
and
27 percent
, small-cap equities of European companies of
16 percent
and
17 percent
, and money market fund of
21 percent
and
17 percent
, bonds, primarily from European and U.S. governments, of
29 percent
and
31 percent
, and equities outside of Europe, mainly in the U.S. and emerging markets,
12 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 29, 2018
and
December 30, 2017
. As of the end of
December 29, 2018
and
December 30, 2017
, the allocation of funds within the common collective trust included:
47 percent
and
53 percent
in Japanese equities,
42 percent
and
36 percent
in Japanese bonds, respectively and
7 percent
in equities of companies based outside of Japan and
4 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 29,
2018 |
|
December 30,
2017 |
||||
Beginning balance
|
$
|
42.9
|
|
|
$
|
37.9
|
|
Realized gains
|
0.1
|
|
|
1.1
|
|
||
Purchases, sales and settlements, net
|
(0.5
|
)
|
|
1.7
|
|
||
Impact of exchange rates
|
(0.5
|
)
|
|
2.2
|
|
||
Ending balance
|
$
|
42.0
|
|
|
$
|
42.9
|
|
Years
|
|
Pension benefits
|
|
Post-retirement benefits
|
|
Total
|
||||||
2019
|
|
|
$25.6
|
|
|
|
$1.3
|
|
|
|
$26.9
|
|
2020
|
|
10.7
|
|
|
1.3
|
|
|
12.0
|
|
|||
2021
|
|
10.7
|
|
|
1.2
|
|
|
11.9
|
|
|||
2022
|
|
16.4
|
|
|
1.2
|
|
|
17.6
|
|
|||
2023
|
|
12.1
|
|
|
1.1
|
|
|
13.2
|
|
|||
2024-2028
|
|
59.9
|
|
|
4.3
|
|
|
64.2
|
|
Note 14:
|
Incentive Compensation Plans
|
|
2018
|
|
2017
|
|
2016
|
|||
Dividend yield
|
5.7
|
%
|
|
4.4
|
%
|
|
4.7
|
%
|
Expected volatility
|
29
|
%
|
|
29
|
%
|
|
30
|
%
|
Risk-free interest rate
|
3.1
|
%
|
|
2.2
|
%
|
|
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 30, 2017
|
3,045,316
|
|
|
|
$58.96
|
|
|
|
||
Granted
|
611,009
|
|
|
38.29
|
|
|
|
|
||
Expired/Forfeited
|
(6,594
|
)
|
|
58.12
|
|
|
|
|||
Exercised
|
(19,047
|
)
|
|
25.46
|
|
|
|
|
||
Outstanding at December 29, 2018
|
3,630,684
|
|
|
|
$55.66
|
|
|
|
$—
|
|
Exercisable at December 29, 2018
|
2,380,182
|
|
|
|
$59.37
|
|
|
|
$—
|
|
|
Non-vested Shares
outstanding
|
|
Weighted average
grant date per share fair value
|
|||
Outstanding at December 30, 2017
|
635,507
|
|
|
|
$58.59
|
|
Time-vested shares granted
|
325,222
|
|
|
38.31
|
|
|
Market-vested shares granted
|
24,571
|
|
|
63.48
|
|
|
Performance shares granted
|
92,621
|
|
|
50.51
|
|
|
Performance share adjustments
|
(156,455
|
)
|
|
53.13
|
|
|
Vested
|
(198,111
|
)
|
|
64.01
|
|
|
Forfeited
|
(39,171
|
)
|
|
59.02
|
|
|
Outstanding at December 29, 2018
|
684,184
|
|
|
|
$47.68
|
|
Note 15:
|
Segment Information
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Europe
|
$
|
525.6
|
|
|
$
|
550.4
|
|
|
$
|
559.4
|
|
Asia Pacific
|
682.0
|
|
|
734.8
|
|
|
748.6
|
|
|||
North America
|
515.1
|
|
|
541.5
|
|
|
548.3
|
|
|||
South America
|
347.0
|
|
|
429.1
|
|
|
356.8
|
|
|||
Total net sales
|
$
|
2,069.7
|
|
|
$
|
2,255.8
|
|
|
$
|
2,213.1
|
|
Segment profit:
|
|
|
|
|
|
||||||
Europe
|
$
|
46.3
|
|
|
$
|
54.5
|
|
|
$
|
65.3
|
|
Asia Pacific
|
172.5
|
|
|
189.3
|
|
|
181.0
|
|
|||
North America
|
76.3
|
|
|
69.7
|
|
|
66.1
|
|
|||
South America
|
68.3
|
|
|
98.7
|
|
|
82.2
|
|
|||
Total segment profit
|
$
|
363.4
|
|
|
$
|
412.2
|
|
|
$
|
394.6
|
|
Unallocated expenses
|
(46.3
|
)
|
|
(64.1
|
)
|
|
(67.6
|
)
|
|||
Re-engineering and impairment charges (a)
|
(15.9
|
)
|
|
(66.0
|
)
|
|
(7.6
|
)
|
|||
Impairment of goodwill and intangibles (b)
|
—
|
|
|
(62.9
|
)
|
|
—
|
|
|||
Gains on disposal of assets (c)
|
18.7
|
|
|
9.1
|
|
|
27.3
|
|
|||
Interest expense, net
|
(43.7
|
)
|
|
(43.2
|
)
|
|
(45.4
|
)
|
|||
Income before taxes
|
$
|
276.2
|
|
|
$
|
185.1
|
|
|
$
|
301.3
|
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Europe
|
$
|
16.3
|
|
|
$
|
16.7
|
|
|
$
|
15.9
|
|
Asia Pacific
|
14.7
|
|
|
14.9
|
|
|
14.5
|
|
|||
North America
|
11.8
|
|
|
12.3
|
|
|
18.7
|
|
|||
South America
|
5.6
|
|
|
5.9
|
|
|
3.3
|
|
|||
Corporate
|
9.8
|
|
|
10.7
|
|
|
5.1
|
|
|||
Total depreciation and amortization
|
$
|
58.2
|
|
|
$
|
60.5
|
|
|
$
|
57.5
|
|
Capital expenditures:
|
|
|
|
|
|
||||||
Europe
|
$
|
22.3
|
|
|
$
|
18.7
|
|
|
$
|
15.6
|
|
Asia Pacific
|
10.1
|
|
|
10.7
|
|
|
12.0
|
|
|||
North America
|
13.3
|
|
|
15.9
|
|
|
11.9
|
|
|||
South America
|
3.9
|
|
|
12.1
|
|
|
12.4
|
|
|||
Corporate
|
25.8
|
|
|
14.9
|
|
|
9.7
|
|
|||
Total capital expenditures
|
$
|
75.4
|
|
|
$
|
72.3
|
|
|
$
|
61.6
|
|
Identifiable assets:
|
|
|
|
|
|
||||||
Europe
|
$
|
291.0
|
|
|
$
|
308.5
|
|
|
$
|
257.2
|
|
Asia Pacific
|
281.2
|
|
|
297.2
|
|
|
278.6
|
|
|||
North America
|
250.9
|
|
|
266.3
|
|
|
333.7
|
|
|||
South America
|
125.0
|
|
|
138.6
|
|
|
124.6
|
|
|||
Corporate
|
360.7
|
|
|
377.4
|
|
|
593.7
|
|
|||
Total identifiable assets
|
$
|
1,308.8
|
|
|
$
|
1,388.0
|
|
|
$
|
1,587.8
|
|
(a)
|
See Note 2 for discussion of re-engineering and impairment charges.
|
(b)
|
See Note 6 for discussion of goodwill impairment charges.
|
(c)
|
Gains on disposal of assets in
2018
,
2017
and
2016
include
$7.1 million
,
$8.8 million
and
$26.5 million
from transactions related to land near the Orlando, FL headquarters. Included in 2018 was a
$9.5 million
from a transaction associated with a distribution facility in Japan, and
$2.1 million
from the Beauticontrol headquarters in Texas.
|
Note 16:
|
Commitments and Contingencies
|
Note 17:
|
Allowance for Long-Term Receivables
|
Note 18:
|
Guarantor Information
|
|
Year ended December 29, 2018
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,076.1
|
|
|
$
|
(6.4
|
)
|
|
$
|
2,069.7
|
|
Other revenue
|
—
|
|
|
111.8
|
|
|
15.2
|
|
|
(127.0
|
)
|
|
—
|
|
|||||
Cost of products sold
|
—
|
|
|
15.3
|
|
|
808.4
|
|
|
(131.5
|
)
|
|
692.2
|
|
|||||
Gross margin
|
—
|
|
|
96.5
|
|
|
1,282.9
|
|
|
(1.9
|
)
|
|
1,377.5
|
|
|||||
Delivery, sales and administrative expense
|
15.5
|
|
|
71.4
|
|
|
975.5
|
|
|
(1.9
|
)
|
|
1,060.5
|
|
|||||
Re-engineering and impairment charges
|
—
|
|
|
2.0
|
|
|
13.9
|
|
|
—
|
|
|
15.9
|
|
|||||
Gains on disposal of assets including insurance recoveries, net
|
—
|
|
|
—
|
|
|
18.7
|
|
|
—
|
|
|
18.7
|
|
|||||
Operating income (loss)
|
(15.5
|
)
|
|
23.1
|
|
|
312.2
|
|
|
—
|
|
|
319.8
|
|
|||||
Interest income
|
20.6
|
|
|
1.9
|
|
|
43.2
|
|
|
(62.9
|
)
|
|
2.8
|
|
|||||
Interest expense
|
38.2
|
|
|
62.7
|
|
|
8.5
|
|
|
(62.9
|
)
|
|
46.5
|
|
|||||
Income from equity investments in subsidiaries
|
179.2
|
|
|
227.2
|
|
|
—
|
|
|
(406.4
|
)
|
|
—
|
|
|||||
Other expense (income)
|
(1.5
|
)
|
|
2.2
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Income before income taxes
|
147.6
|
|
|
187.3
|
|
|
347.7
|
|
|
(406.4
|
)
|
|
276.2
|
|
|||||
Provision (benefit) for income taxes
|
(8.3
|
)
|
|
22.0
|
|
|
106.6
|
|
|
—
|
|
|
120.3
|
|
|||||
Net income
|
$
|
155.9
|
|
|
$
|
165.3
|
|
|
$
|
241.1
|
|
|
$
|
(406.4
|
)
|
|
$
|
155.9
|
|
Comprehensive income
|
$
|
107.4
|
|
|
$
|
117.9
|
|
|
$
|
169.6
|
|
|
$
|
(287.5
|
)
|
|
$
|
107.4
|
|
|
Year ended December 30, 2017
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,263.3
|
|
|
$
|
(7.5
|
)
|
|
$
|
2,255.8
|
|
Other revenue
|
—
|
|
|
132.2
|
|
|
30.7
|
|
|
(162.9
|
)
|
|
—
|
|
|||||
Cost of products sold
|
—
|
|
|
30.6
|
|
|
875.0
|
|
|
(161.3
|
)
|
|
744.3
|
|
|||||
Gross margin
|
—
|
|
|
101.6
|
|
|
1,419.0
|
|
|
(9.1
|
)
|
|
1,511.5
|
|
|||||
Delivery, sales and administrative expense
|
20.5
|
|
|
85.9
|
|
|
1,061.9
|
|
|
(9.1
|
)
|
|
1,159.2
|
|
|||||
Re-engineering and impairment charges
|
—
|
|
|
2.3
|
|
|
63.7
|
|
|
—
|
|
|
66.0
|
|
|||||
Impairment of goodwill and intangible assets
|
—
|
|
|
—
|
|
|
62.9
|
|
|
—
|
|
|
62.9
|
|
|||||
Gains on disposal of assets including insurance recoveries, net
|
—
|
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|
9.1
|
|
|||||
Operating income (loss)
|
(20.5
|
)
|
|
13.4
|
|
|
239.6
|
|
|
—
|
|
|
232.5
|
|
|||||
Interest income
|
20.4
|
|
|
1.9
|
|
|
39.6
|
|
|
(59.0
|
)
|
|
2.9
|
|
|||||
Interest expense
|
37.4
|
|
|
59.6
|
|
|
8.1
|
|
|
(59.0
|
)
|
|
46.1
|
|
|||||
Income (loss) from equity investments in subsidiaries
|
(231.8
|
)
|
|
17.4
|
|
|
—
|
|
|
214.4
|
|
|
—
|
|
|||||
Other expense (income)
|
0.3
|
|
|
6.8
|
|
|
(2.9
|
)
|
|
—
|
|
|
4.2
|
|
|||||
Income (loss) before income taxes
|
(269.6
|
)
|
|
(33.7
|
)
|
|
274.0
|
|
|
214.4
|
|
|
185.1
|
|
|||||
Provision (benefit) for income taxes
|
(4.2
|
)
|
|
198.9
|
|
|
255.8
|
|
|
—
|
|
|
450.5
|
|
|||||
Net income (loss)
|
$
|
(265.4
|
)
|
|
$
|
(232.6
|
)
|
|
$
|
18.2
|
|
|
$
|
214.4
|
|
|
$
|
(265.4
|
)
|
Comprehensive income (loss)
|
$
|
(223.3
|
)
|
|
$
|
(182.6
|
)
|
|
$
|
65.7
|
|
|
$
|
116.9
|
|
|
$
|
(223.3
|
)
|
|
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
|
|
|
838.6
|
|
|
(153.3
|
)
|
|
714.7
|
|
|||||
Gross margin
|
—
|
|
|
97.5
|
|
|
1,409.8
|
|
|
(8.9
|
)
|
|
1,498.4
|
|
|||||
Delivery, sales and administrative expense
|
20.6
|
|
|
77.0
|
|
|
1,075.2
|
|
|
(8.9
|
)
|
|
1,163.9
|
|
|||||
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)
|
(20.6
|
)
|
|
19.3
|
|
|
355.5
|
|
|
—
|
|
|
354.2
|
|
|||||
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 (income)
|
(1.4
|
)
|
|
(32.5
|
)
|
|
41.4
|
|
|
—
|
|
|
7.5
|
|
|||||
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
|
|
|
December 29, 2018
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
148.7
|
|
|
$
|
—
|
|
|
$
|
149.0
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
144.7
|
|
|
—
|
|
|
144.7
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
257.7
|
|
|
—
|
|
|
257.7
|
|
|||||
Non-trade amounts receivable, net
|
—
|
|
|
169.0
|
|
|
71.0
|
|
|
(190.1
|
)
|
|
49.9
|
|
|||||
Intercompany receivables
|
309.2
|
|
|
1,430.1
|
|
|
230.5
|
|
|
(1,969.8
|
)
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
1.1
|
|
|
3.7
|
|
|
48.2
|
|
|
(33.7
|
)
|
|
19.3
|
|
|||||
Total current assets
|
310.3
|
|
|
1,603.1
|
|
|
900.8
|
|
|
(2,193.6
|
)
|
|
620.6
|
|
|||||
Deferred income tax benefits, net
|
41.7
|
|
|
42.2
|
|
|
133.1
|
|
|
—
|
|
|
217.0
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
71.3
|
|
|
204.7
|
|
|
—
|
|
|
276.0
|
|
|||||
Long-term receivables, net
|
—
|
|
|
0.1
|
|
|
18.6
|
|
|
—
|
|
|
18.7
|
|
|||||
Trademarks and tradenames, net
|
—
|
|
|
—
|
|
|
52.9
|
|
|
—
|
|
|
52.9
|
|
|||||
Goodwill
|
—
|
|
|
2.9
|
|
|
73.2
|
|
|
—
|
|
|
76.1
|
|
|||||
Investments in subsidiaries
|
1,305.3
|
|
|
1,346.8
|
|
|
—
|
|
|
(2,652.1
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
|
515.3
|
|
|
95.4
|
|
|
1,069.4
|
|
|
(1,680.1
|
)
|
|
—
|
|
|||||
Other assets, net
|
0.3
|
|
|
0.5
|
|
|
75.3
|
|
|
(28.6
|
)
|
|
47.5
|
|
|||||
Total assets
|
$
|
2,172.9
|
|
|
$
|
3,162.3
|
|
|
$
|
2,528.0
|
|
|
$
|
(6,554.4
|
)
|
|
$
|
1,308.8
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
$
|
—
|
|
|
$
|
5.7
|
|
|
$
|
123.5
|
|
|
$
|
—
|
|
|
$
|
129.2
|
|
Short-term borrowings and current portion of long-term debt and capital lease obligations
|
189.4
|
|
|
—
|
|
|
96.1
|
|
|
—
|
|
|
285.5
|
|
|||||
Intercompany payables
|
1,330.9
|
|
|
436.3
|
|
|
202.6
|
|
|
(1,969.8
|
)
|
|
—
|
|
|||||
Accrued liabilities
|
278.6
|
|
|
69.2
|
|
|
220.4
|
|
|
(223.8
|
)
|
|
344.4
|
|
|||||
Total current liabilities
|
1,798.9
|
|
|
511.2
|
|
|
642.6
|
|
|
(2,193.6
|
)
|
|
759.1
|
|
|||||
Long-term debt and capital lease obligations
|
599.7
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
603.4
|
|
|||||
Intercompany notes payable
|
6.6
|
|
|
1,366.7
|
|
|
306.8
|
|
|
(1,680.1
|
)
|
|
—
|
|
|||||
Other liabilities
|
2.9
|
|
|
48.1
|
|
|
159.1
|
|
|
(28.6
|
)
|
|
181.5
|
|
|||||
Shareholders' equity (deficit)
|
(235.2
|
)
|
|
1,236.3
|
|
|
1,415.8
|
|
|
(2,652.1
|
)
|
|
(235.2
|
)
|
|||||
Total liabilities and shareholders' equity
|
$
|
2,172.9
|
|
|
$
|
3,162.3
|
|
|
$
|
2,528.0
|
|
|
$
|
(6,554.4
|
)
|
|
$
|
1,308.8
|
|
|
December 30, 2017
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
144.0
|
|
|
$
|
—
|
|
|
$
|
144.1
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
144.4
|
|
|
—
|
|
|
144.4
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
262.2
|
|
|
—
|
|
|
262.2
|
|
|||||
Non-trade amounts receivable, net
|
—
|
|
|
179.2
|
|
|
79.4
|
|
|
(200.0
|
)
|
|
58.6
|
|
|||||
Intercompany receivables
|
300.8
|
|
|
1,101.9
|
|
|
255.4
|
|
|
(1,658.1
|
)
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
1.1
|
|
|
2.1
|
|
|
82.2
|
|
|
(64.2
|
)
|
|
21.2
|
|
|||||
Total current assets
|
301.9
|
|
|
1,283.3
|
|
|
967.6
|
|
|
(1,922.3
|
)
|
|
630.5
|
|
|||||
Deferred income tax benefits, net
|
33.4
|
|
|
72.6
|
|
|
172.0
|
|
|
—
|
|
|
278.0
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
54.9
|
|
|
223.3
|
|
|
—
|
|
|
278.2
|
|
|||||
Long-term receivables, net
|
—
|
|
|
0.2
|
|
|
19.1
|
|
|
—
|
|
|
19.3
|
|
|||||
Trademarks and tradenames, net
|
—
|
|
|
—
|
|
|
62.5
|
|
|
—
|
|
|
62.5
|
|
|||||
Goodwill
|
—
|
|
|
2.9
|
|
|
76.0
|
|
|
—
|
|
|
78.9
|
|
|||||
Investment in subsidiaries
|
1,174.9
|
|
|
1,371.0
|
|
|
—
|
|
|
(2,545.9
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
|
498.4
|
|
|
100.0
|
|
|
968.9
|
|
|
(1,567.3
|
)
|
|
—
|
|
|||||
Other assets, net
|
0.6
|
|
|
0.7
|
|
|
69.8
|
|
|
(30.5
|
)
|
|
40.6
|
|
|||||
Total assets
|
$
|
2,009.2
|
|
|
$
|
2,885.6
|
|
|
$
|
2,559.2
|
|
|
$
|
(6,066.0
|
)
|
|
$
|
1,388.0
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
$
|
—
|
|
|
$
|
3.1
|
|
|
$
|
121.3
|
|
|
$
|
—
|
|
|
$
|
124.4
|
|
Short-term borrowings and current portion of long-term debt and capital lease obligations
|
131.1
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
133.0
|
|
|||||
Intercompany payables
|
1,013.4
|
|
|
436.1
|
|
|
208.6
|
|
|
(1,658.1
|
)
|
|
—
|
|
|||||
Accrued liabilities
|
287.0
|
|
|
80.4
|
|
|
298.2
|
|
|
(264.2
|
)
|
|
401.4
|
|
|||||
Total current liabilities
|
1,431.5
|
|
|
519.6
|
|
|
630.0
|
|
|
(1,922.3
|
)
|
|
658.8
|
|
|||||
Long-term debt and capital lease obligations
|
599.5
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
605.1
|
|
|||||
Intercompany notes payable
|
88.5
|
|
|
1,172.0
|
|
|
306.8
|
|
|
(1,567.3
|
)
|
|
—
|
|
|||||
Other liabilities
|
9.1
|
|
|
75.6
|
|
|
189.3
|
|
|
(30.5
|
)
|
|
243.5
|
|
|||||
Shareholders' equity (deficit)
|
(119.4
|
)
|
|
1,118.4
|
|
|
1,427.5
|
|
|
(2,545.9
|
)
|
|
(119.4
|
)
|
|||||
Total liabilities and shareholders' equity
|
$
|
2,009.2
|
|
|
$
|
2,885.6
|
|
|
$
|
2,559.2
|
|
|
$
|
(6,066.0
|
)
|
|
$
|
1,388.0
|
|
|
Year ended December 29, 2018
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(41.6
|
)
|
|
$
|
152.4
|
|
|
$
|
319.1
|
|
|
$
|
(297.9
|
)
|
|
$
|
132.0
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(29.1
|
)
|
|
(46.3
|
)
|
|
—
|
|
|
(75.4
|
)
|
|||||
Proceeds from disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
40.7
|
|
|
—
|
|
|
40.7
|
|
|||||
Net intercompany loans
|
(98.8
|
)
|
|
(315.6
|
)
|
|
(190.4
|
)
|
|
604.8
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(98.8
|
)
|
|
(344.7
|
)
|
|
(196.0
|
)
|
|
604.8
|
|
|
(34.7
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividend payments to shareholders
|
(137.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137.8
|
)
|
|||||
Dividend payments to parent
|
—
|
|
|
—
|
|
|
(288.3
|
)
|
|
288.3
|
|
|
—
|
|
|||||
Proceeds from exercise of stock options
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Repurchase of common stock
|
(101.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(101.7
|
)
|
|||||
Repayment of long-term debt and capital lease obligations
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
|||||
Net change in short-term debt
|
62.1
|
|
|
—
|
|
|
100.0
|
|
|
—
|
|
|
162.1
|
|
|||||
Net intercompany borrowings
|
317.5
|
|
|
192.5
|
|
|
85.2
|
|
|
(595.2
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
140.4
|
|
|
192.5
|
|
|
(105.0
|
)
|
|
(306.9
|
)
|
|
(79.0
|
)
|
|||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
(13.6
|
)
|
|
—
|
|
|
(13.6
|
)
|
|||||
Net change in cash, cash equivalents and restricted cash
|
—
|
|
|
0.2
|
|
|
4.5
|
|
|
—
|
|
|
4.7
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of year
|
—
|
|
|
0.1
|
|
|
147.1
|
|
|
—
|
|
|
147.2
|
|
|||||
Cash, cash equivalents and restricted cash at end of year
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
151.6
|
|
|
$
|
—
|
|
|
$
|
151.9
|
|
|
Year ended December 30, 2017
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(32.7
|
)
|
|
$
|
(40.1
|
)
|
|
$
|
311.1
|
|
|
$
|
(20.9
|
)
|
|
$
|
217.4
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(18.1
|
)
|
|
(54.2
|
)
|
|
—
|
|
|
(72.3
|
)
|
|||||
Proceeds from disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
14.7
|
|
|
—
|
|
|
14.7
|
|
|||||
Net intercompany loans
|
(7.5
|
)
|
|
(174.1
|
)
|
|
(226.4
|
)
|
|
408.0
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(7.5
|
)
|
|
(192.2
|
)
|
|
(265.9
|
)
|
|
408.0
|
|
|
(57.6
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividend payments to shareholders
|
(139.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139.5
|
)
|
|||||
Dividend payments to parent
|
—
|
|
|
—
|
|
|
(21.0
|
)
|
|
21.0
|
|
|
—
|
|
|||||
Proceeds from exercise of stock options
|
11.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.8
|
|
|||||
Repurchase of common stock
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|||||
Repayment of long-term debt and capital lease obligations
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||||
Net change in short-term debt
|
15.8
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
15.6
|
|
|||||
Net intercompany borrowings
|
154.6
|
|
|
231.9
|
|
|
21.6
|
|
|
(408.1
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
40.2
|
|
|
231.9
|
|
|
(1.6
|
)
|
|
(387.1
|
)
|
|
(116.6
|
)
|
|||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
|
8.0
|
|
|||||
Net change in cash, cash equivalents and restricted cash
|
—
|
|
|
(0.4
|
)
|
|
51.6
|
|
|
—
|
|
|
51.2
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of year
|
—
|
|
|
0.5
|
|
|
95.5
|
|
|
—
|
|
|
96.0
|
|
|||||
Cash, cash equivalents and restricted cash at end of year
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
147.1
|
|
|
$
|
—
|
|
|
$
|
147.2
|
|
|
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
|
)
|
|
$
|
273.6
|
|
|
$
|
(5.9
|
)
|
|
$
|
237.0
|
|
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, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
|
(4.7
|
)
|
|||||
Net change in cash, cash equivalents and restricted cash
|
—
|
|
|
0.5
|
|
|
12.8
|
|
|
—
|
|
|
13.3
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of year
|
—
|
|
|
—
|
|
|
82.7
|
|
|
—
|
|
|
82.7
|
|
|||||
Cash, cash equivalents and restricted cash at end of year
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
95.5
|
|
|
$
|
—
|
|
|
$
|
96.0
|
|
Note 19:
|
Quarterly Financial Summary (Unaudited)
|
(In millions, except per share amounts)
|
First
quarter
|
|
Second
quarter
|
|
Third
quarter
|
|
Fourth
quarter
|
||||||||
Year ended December 29, 2018
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
542.6
|
|
|
$
|
535.4
|
|
|
$
|
485.8
|
|
|
$
|
505.9
|
|
Gross margin
|
363.6
|
|
|
361.9
|
|
|
321.7
|
|
|
330.3
|
|
||||
Net income
|
35.7
|
|
|
63.8
|
|
|
39.1
|
|
|
17.3
|
|
||||
Basic earnings per share
|
0.70
|
|
|
1.26
|
|
|
0.79
|
|
|
0.36
|
|
||||
Diluted earnings per share
|
0.70
|
|
|
1.26
|
|
|
0.79
|
|
|
0.35
|
|
||||
Dividends declared per share
|
0.68
|
|
|
0.68
|
|
|
0.68
|
|
|
0.68
|
|
||||
Year ended December 30, 2017
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
554.8
|
|
|
$
|
572.9
|
|
|
$
|
539.5
|
|
|
$
|
588.6
|
|
Gross margin
|
377.1
|
|
|
390.3
|
|
|
356.8
|
|
|
387.0
|
|
||||
Net income (loss)
|
47.4
|
|
|
(17.7
|
)
|
|
31.4
|
|
|
(326.5
|
)
|
||||
Basic earnings (loss) per share
|
0.94
|
|
|
(0.35
|
)
|
|
0.62
|
|
|
(6.41
|
)
|
||||
Diluted earnings (loss) per share
|
0.93
|
|
|
(0.35
|
)
|
|
0.61
|
|
|
(6.41
|
)
|
||||
Dividends declared per share
|
0.68
|
|
|
0.68
|
|
|
0.68
|
|
|
0.68
|
|
•
|
Pretax re-engineering and impairment costs of
$7.6 million
,
$2.1 million
,
$3.0 million
and
$3.2 million
were recorded in the first through fourth quarters of
2018
, respectively. Pretax re-engineering and impairment costs of
$2.3 million
,
$32.6 million
,
$9.0 million
and
$22.1 million
were recorded in the first through fourth quarters of
2017
, respectively. Refer to Note 2 to the Consolidated Financial Statements for further discussion.
|
•
|
In the second quarter of 2017, the Company recorded a
$62.9 million
impairment charge related to goodwill of Fuller Mexico.
|
•
|
In Argentina in the third and fourth quarters of 2018, and in Venezuela in all quarters, 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, as well as in the fourth quarter of 2018, write-downs of inventory due to its lower fair market value from the most recent devaluation, the Company recorded charges of
$0.2 million
,
$0.1 million
,
$0.8 million
and
$1.0 million
in the first, second, third and fourth quarters of
2018
, respectively, and charges of
$0.2 million
,
$1.5 million
,
$2.4 million
and
$3.3 million
in the same quarters of
2017
. See Note 1 of the Consolidated Financial Statements.
|
•
|
Pretax gains on disposal of assets were
$2.2 million
,
$12.4 million
,
$1.5 million
and
$2.6 million
in the first through fourth quarters of
2018
, respectively. They were
$0.1 million
,
$3.1 million
,
$4.1 million
and
$1.8 million
in the same quarters of
2017
, respectively. These gains were primarily related to transactions associated with land near the Company's Orlando, Florida headquarters along with a transaction associated with a distribution facility in Japan in the second quarter of 2018 and the Beauticontrol headquarters in Texas in the first quarter of 2018.
|
•
|
The Company ceased operations at Beauticontrol in the third quarter of 2017.
|
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
|
|
3.2
|
|
4
|
|
*10.1
|
|
*10.2
|
|
*10.3
|
|
*10.4
|
|
*10.5
|
|
*10.6
|
|
*10.7
|
|
*10.8
|
|
*10.9**
|
|
*10.10
|
|
*10.11**
|
|
*10.12
|
|
*10.13
|
Exhibit
Number
|
Description
|
*10.14
|
|
*10.15
|
|
*10.16
|
|
*10.17**
|
|
10.18
|
|
10.19
|
Credit Agreement, as amended through June 9, 2015 (Attached as
Exhibit 10.1 to Form 10-Q
and
Exhibit 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 12, 2015 and incorporated herein by reference).
|
21**
|
|
23**
|
|
24**
|
|
31.1**
|
|
31.2**
|
|
32.1***
|
|
32.2***
|
|
101**
|
The following financial statements from Tupperware Brands Corporation's Annual Report on Form 10-K for the year ended December 29, 2018, 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.
|
Item 16.
|
Form 10-K Summary.
|
Col. A
|
Col. B
|
|
Col. C
|
|
Col. D
|
|
Col. E
|
|||||||||
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Deductions
|
|
Balance
at End
of Period
|
|||||||||
Allowance for doubtful accounts, current and long term:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 29, 2018
|
$
|
55.9
|
|
|
$
|
20.4
|
|
|
$
|
(10.1
|
)
|
/F1
|
|
$
|
62.5
|
|
|
|
|
|
|
(3.7
|
)
|
/F2
|
|
|
|||||||
Year ended December 30, 2017
|
44.9
|
|
|
16.8
|
|
|
(9.0
|
)
|
/F1
|
|
55.9
|
|
||||
|
|
|
|
|
3.2
|
|
/F2
|
|
|
|||||||
Year ended December 31, 2016
|
45.2
|
|
|
11.1
|
|
|
(9.0
|
)
|
/F1
|
|
44.9
|
|
||||
|
|
|
|
|
(2.4
|
)
|
/F2
|
|
|
|||||||
Valuation allowance for deferred tax assets:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 29, 2018
|
$
|
235.5
|
|
|
$
|
20.5
|
|
|
$
|
(2.7
|
)
|
/F2
|
|
$
|
253.3
|
|
Year ended December 30, 2017
|
24.8
|
|
|
209.8
|
|
|
0.9
|
|
/F2
|
|
235.5
|
|
||||
Year ended December 31, 2016
|
23.1
|
|
|
—
|
|
|
1.8
|
|
/F2
|
|
24.8
|
|
||||
|
|
|
|
|
(0.1
|
)
|
/F3
|
|
|
F1
|
Represents write-offs, less recoveries.
|
F2
|
Foreign currency translation adjustment.
|
F3
|
Represents write-offs of net operating losses for which a valuation allowance was already recorded. See Note 12 to the consolidated financial statements for additional information.
|
|
TUPPERWARE BRANDS CORPORATION
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(Registrant)
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By:
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/
S
/ PATRICIA A. STITZEL
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Patricia A. Stitzel
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President and Chief Executive Officer
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Signature
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Title
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/s/ PATRICIA A. STITZEL
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President and Chief Executive Officer (Principal Executive Officer)
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Patricia A. Stitzel
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/s/ MICHAEL S. POTESHMAN
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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Michael S. Poteshman
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/s/ MADELINE OTERO
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Vice President and Controller (Principal Accounting Officer)
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Madeline Otero
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*
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Executive Chairman and Director
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E.V. Goings
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*
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Director
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Catherine A. Bertini
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*
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Director
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Susan M. Cameron
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*
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Director
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Kriss Cloninger III
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*
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Director
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Meg Crofton
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*
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Director
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Angel R. Martinez
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*
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Director
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Antonio Monteiro de Castro
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*
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Director
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Christopher D. O'Leary
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*
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Director
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David R. Parker
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*
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Director
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Richard T. Riley
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*
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Director
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Joyce M. Roche
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*
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Director
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M. Anne Szostak
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By:
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/s/ KAREN M. SHEEHAN
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Karen M. Sheehan
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Attorney-in-fact
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(a)
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Data Collection and Usage
. Tupperware and any Subsidiary, including the Employer, may collect, process and use 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, passport or other identification number, salary, nationality, job title, any Shares or directorships held in Tupperware, details of all Awards or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is the Participant’s consent.
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(b)
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Stock Plan Administration Service Providers
. Tupperware transfers Data to UBS Financial Services Inc. and its affiliated companies (collectively, “UBS”), an independent service provider based in the United States, which is assisting Tupperware with the implementation, administration and management of the Plan. Tupperware may select a different service provider or additional service providers and share Data with such other provider(s) serving in a similar manner.
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(c)
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International Data Transfers
. Tupperware and its service providers are based in the United States. The Participant’s country or jurisdiction may have different data privacy laws and protections than the United States. Tupperware’s legal basis, where required, for the transfer of Data is the legitimate interest of Tupperware, in accordance with Tupperware’s European Union Data Transfer Policy, where applicable.
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(d)
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Data Retention
. Tupperware will hold and use Data only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, securities, exchange control and labor laws.
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(e)
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Voluntariness and Consequences of Consent Denial or Withdrawal
. Participation in the Plan is voluntary and the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that Tupperware would not be able to grant Restricted Stock Units or other equity awards to the Participant or administer or maintain such awards.
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(f)
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Data Subject Rights
. The Participant may have a number of rights under data privacy laws in his or her jurisdiction. Depending on where the Participant is based, such rights may include the right to (i) request access to, or copies of, Data Tupperware processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in the Participant’s jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, the Participant can contact his or her local Data Protection Officer.
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(g)
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Alternative Basis for Data Processing/Transfer
. The Participant understands that in the future, Tupperware may rely on a different legal basis for the processing or transfer of Data and/or request that the Participant provide another data privacy consent. If applicable and upon request of Tupperware or the Employer, the Participant agrees to provide an executed acknowledgment or data privacy consent form (or any other agreements or consents) that Tupperware and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering his or her participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that he or she will not be able to participate in the Plan if he or she fails to provide any such acknowledgement, agreement or consent requested by Tupperware and/or the Employer.
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(a)
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Death: If the Participant’s employment terminates by reason of death, the Award shall become immediately and fully vested and shall be settled within 60 days following the Participant’s death, or as soon thereafter as administratively practicable to the extent permitted by Code Section 409A.
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(b)
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Retirement: If the Participant’s employment terminates by reason of retirement, the following vesting terms will apply: pro-rata vesting based on the number of full months worked during the full restriction period (see Section 2 above) up to the date of termination (taking into account that certain tranches of the Award may have already vested).
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(c)
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Change of Control Termination: If a Change of Control occurs in which the Award is substituted by the Successor and the Participant’s employment is terminated within two years following a Change of Control (i) by the Successor (or an affiliate thereof) without Cause or (ii) if the Participant is an executive officer of Tupperware (who is subject to reporting under Section 16 of the Exchange Act) and resigns for Good Reason, then the Award shall become immediately vested and shall be settled within 60 days following the Participant’s termination of employment, or as soon thereafter as administratively practicable to the extent permitted by Code Section 409A; provided, however, if a Change of Control occurs and the Award is not substituted by the Successor upon such Change of Control, then the Award shall be governed by Section 15.2 of the Plan.
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(d)
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Other Terminations: If the Participant’s employment terminates for any other reason, including disability, termination for cause (or similar concept under local law) by Tupperware or voluntary termination by the Participant, any unvested Award shall automatically terminate and be forfeited.
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(2)
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The Plan and the Participant’s participation in the Plan are offered by Tupperware on a wholly discretionary basis.
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(4)
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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.
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(2)
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El Plan y la participación del Participante en el Plan se ofrecen por Tupperware de forma completamente discrecional.
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Age at Retirement
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Minimum Years of
Service with
Company
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Years of Continued
Vesting Following
Retirement
|
Years of Continued Exercisability
Following Retirement
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55 or more…………………
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10
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1
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2
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60 or more…………………
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15
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6
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6
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(a)
|
Data Collection and Usage
. Tupperware and any Subsidiary, including the Employer, may collect, process and use 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, passport or other identification number, salary, nationality, job title, any Shares or directorships held in Tupperware, details of all Stock Options or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is the Participant’s consent.
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(b)
|
Stock Plan Administration Service Providers
. Tupperware transfers Data to UBS Financial Services Inc. and its affiliated companies (collectively, “UBS”), an independent service provider based in the United States, which is assisting Tupperware with the implementation, administration and management of the Plan. Tupperware may select a different service provider or additional service providers and share Data with such other provider(s) serving in a similar manner.
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(c)
|
International Data Transfers
. Tupperware and its service providers are based in the United States. The Participant’s country or jurisdiction may have different data privacy laws and protections than the United States. Tupperware’s legal basis, where required, for the transfer of Data is the legitimate interest of Tupperware, in accordance with Tupperware’s European Union Data Transfer Policy, where applicable.
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(d)
|
Data Retention
. Tupperware will hold and use Data only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, securities, exchange control and labor laws, in accordance with Tupperware’s European Union Data Transfer Policy, where applicable.
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(e)
|
Voluntariness and Consequences of Consent Denial or Withdrawal
. Participation in the Plan is voluntary and the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that Tupperware would not be able to grant the Stock Option or other equity awards to the Participant or administer or maintain such awards.
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(f)
|
Data Subject Rights
. The Participant may have a number of rights under data privacy laws in his or her jurisdiction. Depending on where the Participant is based, such rights may include the right to (i) request access to, or copies of, Data Tupperware processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in the Participant’s jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, the Participant can contact his or her local Data Protection Officer.
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(g)
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Alternative Basis for Data Processing/Transfer
. The Participant understands that in the future, Tupperware may rely on a different legal basis for the processing or transfer of Data and/or request that the Participant provide another data privacy consent. If applicable and upon request of Tupperware or the Employer, the Participant agrees to provide an executed acknowledgment or data privacy consent form (or any other agreements or consents) that Tupperware and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering his or her participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that he or she will not be able to participate in the Plan if he or she fails to provide any such acknowledgement, agreement or consent requested by Tupperware and/or the Employer.
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(2)
|
The Plan and the Participant’s participation in the Plan are offered by Tupperware on a wholly discretionary basis.
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(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.
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(2)
|
El Plan y la participación del Participante en dicho Plan se ofrecen por la Tupperware de forma completamente discrecional.
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A.
|
In exchange for the Consultant being available for performing Services, and for performing such Services, Tupperware Brands will pay to the Consultant: (i) a total retainer of One Hundred and Twenty Thousand Dollars ($120,000.00), payable in six (6) equal monthly installments of Twenty Thousand Dollars ($20,000.00) each throughout the Term, and (ii) an hourly fee of $340.00 / hour for Services performed (which hourly fee shall be in addition to the retainer set forth in clause (i) above), both exclusive of any taxes. The Consultant must document all hours worked and Services performed, and submit such information to Tupperware Brands in an invoice on a monthly basis. The first monthly invoice will be submitted for the period ending April 30, 2019, based on the terms and conditions outlined in this Agreement. The Consultant is responsible for all taxes and other withholdings, as well as any notifications to the appropriate authorities.
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B.
|
Reasonable travel costs and other business expenses of the Consultant shall be reimbursed to such extent as such costs and expenses are approved by Patricia Stitzel, President & Chief Executive Officer (the “
CEO
”), in advance, and are in compliance with Tupperware Brands’ expense reimbursement and travel policies for consultants.
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C.
|
Invoices for the retainer, hourly consulting fees and expenses, as noted above, are to be submitted to the CEO’s attention at Tupperware Brands Corporation, 14901 South Orange Blossom Trail, Orlando, FL 32837, and all non-disputed amounts will be paid by Tupperware Brands within thirty (30) days of receipt.
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3.
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RELATIONSHIPS
|
A.
|
Nothing in this Agreement shall be deemed or interpreted to create the relationship of principal and agent, employer and employee, a partnership or a joint venture. The parties hereto agree that the Consultant is an independent consultant. Neither party shall have the authority to make any statements, representations, or commitments of any kind, or to take any other action, which shall be binding on the other party, except as may be explicitly permitted herein.
|
B.
|
The Consultant hereby acknowledges and agrees that the payment of all applicable taxes and other amounts required to be withheld, including, but not limited to federal and local income taxes, unemployment compensation insurance, worker's compensation insurance or any similar plans in the local country, shall be the sole responsibility of the Consultant. The Consultant will reimburse Tupperware Brands for any such taxes and/or other amounts paid by Tupperware Brands.
|
C.
|
The Consultant hereby acknowledges that during the Term neither he, nor his employees, agents, or other representatives (collectively, the “
Representatives
”) shall be eligible for, or entitled to participate in, any employee pension, health, or other fringe benefit plan offered by Tupperware Brands (except that any and all benefits vested or to which the Consultant is entitled as a result of his past employment with Tupperware Brands remain in effect).
|
D.
|
Because the Consultant, and any Representatives of the Consultant, are not employees of Tupperware Brands during the Term, Tupperware Brands shall not obtain worker's compensation insurance coverage for the Consultant or the Representatives of the Consultant.
|
E.
|
The Consultant agrees during the Term to take full responsibility for medical, personal, accident, and life insurance, and Tupperware Brands has no liability whatsoever as a result of this consulting relationship; however, Tupperware Brands will provide emergency medical arrangements for the Consultant (at the Consultant’s expense) while performing services under this Agreement.
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4.
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TERM AND TERMINATION
|
A.
|
The Consultant acknowledges that, as a former employee of Tupperware Brands as of the Effective Date, he has knowledge of, and Tupperware Brands shall also, in its discretion, provide to the Consultant, certain Confidential Information.
|
B.
|
The Consultant acknowledges that the unauthorized disclosure or use of the Confidential Information could cause substantial damage to Tupperware Brands and its related companies. The Consultant therefore agrees not to disclose or use the Confidential Information other than as expressly authorized by Tupperware Brands, and to take all necessary measures (during and after the Term) to prevent the Confidential Information from being disclosed, accessed or used in any manner whatsoever, without prior written authorization from Tupperware Brands, or the theft or loss of the Confidential Information.
|
C.
|
The Consultant acknowledges that the Confidential Information, whether written, oral, demonstrative, or in some other form, and any duplicates, models, or other representations of the Confidential Information, are and will at all times remain the exclusive property of Tupperware Brands.
|
D.
|
The Consultant shall use the Confidential Information only insofar as is necessary for the carrying out of his activities related to the Services to be performed under this Agreement. In other words, the Consultant shall not use or disclose the Confidential Information to any third party persons or entities, unless such disclosure is expressly authorized in writing by an authorized representative of Tupperware Brands.
|
E.
|
Upon the request of Tupperware Brands at any time, and in any event immediately after the termination or expiration of this Agreement, the Consultant will promptly return to Tupperware Brands all Confidential Information in the Consultant’s possession or control, including without limitation, all written material containing Confidential Information, and any copies thereof (including partial copies).
|
F.
|
Because of the importance to Tupperware Brands of the Consultant observing all of the above covenants, the Consultant acknowledges and agrees that the breach or threatened breach of this
Section 5
may result in irreparable harm to Tupperware Brands and its related companies, that damages resulting from such breach may be difficult or impossible to measure, and that, in addition to the payment of any damages owed to Tupperware Brands and/or its related companies, Tupperware Brands will be entitled to injunctive or other equitable relief to restrain any threatened or continued breach of this
Section 5
. The Consultant hereby waives any requirement for the posting of a bond or other security in connection with the granting of such injunctive relief.
|
G.
|
The Consultant shall be responsible for the breach or threatened breach of this
Section 5
by any of its Representatives.
|
H.
|
IMPORTANT:
Nothing in this Agreement shall be construed to prevent disclosure of Confidential Information by the Consultant as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Consultant shall promptly provide written notice of any such order to an authorized officer of Tupperware Brands (its Chief Legal Officer). Nothing in this Agreement prohibits or restricts the Consultant from initiating communications directly with, responding to an inquiry from, or providing testimony before the U.S. Securities and Exchange Commission or any other federal or state regulatory authority. The Consultant understands that this Agreement does not limit the Consultant’s right to receive an award for information provided to any government agencies, nor does it limit the Consultant’s ability to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including, under applicable United States federal law, (i) disclosing in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law, or (ii) disclosing trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.
|
A.
|
Each provision of this Agreement shall be construed to be independent and severable from the remainder of this Agreement and, in the event any part of this Agreement shall be deemed void or voidable, the rest of this Agreement shall not be affected thereby, and shall remain in force.
|
B.
|
This Agreement is governed by the laws of the State of Florida (without reference to its conflicts of laws provisions) and, in the case of dispute, the courts in Florida will have sole jurisdiction.
|
C.
|
All notices required or permitted to be given under this Agreement may be sent as follows: (i) by in-person delivery or by a recognized courier service, and will be effective on the date received by the other party with proof of delivery; or (ii) by United States Postal Service (USPS) certified mail, postage prepaid, return receipt requested, and will be effective five (5) business days after deposit with the USPS. Notices shall be sent to the addresses shown above (each party may change the address to which notice shall be given by following the procedures set forth in this
Section 6.C
). Notices to Tupperware Brands shall be directed to the attention of Karen M. Sheehan, Chief Legal Officer.
|
D.
|
This Agreement (including
Appendix A
) represents the entire agreement between the parties relating to the subject matter hereof and supersedes any and all previous agreements, understandings or agreements, oral and written. Both parties acknowledge that certain agreements regarding the Consultant’s employment with Tupperware Brands and retirement therefrom (including, but not limited to, any and all confidentiality agreements, non-compete and restrictive covenant agreements, and retirement agreements), are in no way amended or superceded by this Agreement.
|
E.
|
This Agreement may not be assigned, in whole or in part, without the prior written consent of both parties.
|
F.
|
The Consultant will not use the name, logo or other intellectual property of Tupperware Brands and/or any of its related companies in any advertising or promotion without the prior written approval of Tupperware Brands.
|
G.
|
All results and proceeds of the Consultant’s services under this Agreement constitute “works made for hire” and are the sole and exclusive property of Tupperware Brands. If any of the results and proceeds of the services are not “works made for hire,” the Consultant hereby assigns to Tupperware Brands, all right, title and interest in and to all such results and proceeds. The Consultant shall not use the results and proceeds of the services for any purpose other than the performance of the services under this Agreement, without the prior written consent of Tupperware Brands. As the sole owner of the results and proceeds of the services, Tupperware Brands is under no obligation to give any credit to the Consultant.
|
|
/S/ Lillian Garcia
|
/s/ Michael S. Poteshman
|
|
Lillian Garcia
|
Michael S. Poteshman
|
|
Executive Vice President and Chief Talent Officer
|
|
Date:
|
February 19, 2019
|
February 19, 2019
|
•
|
Transition and onboarding support with the new CFO as requested by management;
|
•
|
Financial advisory services in all aspects of the business, as requested.
|
|
/s/ E.V. Goings
|
|
/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/ Christopher D. O'Leary
|
|
/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 26, 2019
|
/S/ PATRICIA A. STITZEL
|
|
|
Patricia A. Stitzel
|
|
|
President 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 26, 2019
|
/s/ Michael S. Poteshman
|
|
|
Michael S. Poteshman
|
|
|
Executive Vice President and Chief Financial Officer
|
|
/S/ PATRICIA A. STITZEL
|
|
Patricia A. Stitzel
|
|
President and Chief Executive Officer
|
|
/s/ Michael S. Poteshman
|
|
Michael S. Poteshman
|
|
Executive Vice President and Chief Financial Officer
|