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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tupperware Brands | NYSE:TUP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.15 | 13.27% | 1.28 | 1.44 | 1.14 | 1.16 | 1,630,886 | 01:00:00 |
☒
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
☐
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
36-4062333
|
||
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
||
14901 South Orange Blossom Trail,
|
32837
|
||
Orlando,
|
Florida
|
||
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
TUP
|
New York Stock Exchange
|
Large Accelerated Filer
|
☒
|
|
Accelerated Filer
|
☐
|
|
|
|
|
|
Non-accelerated Filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
TABLE OF CONTENTS
|
||
|
|
Page
Number
|
PART I. FINANCIAL INFORMATION
|
||
|
|
|
Item 1.
|
Financial Statements (Unaudited)
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
||
PART II. OTHER INFORMATION
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
||
|
|
|
Item 1.
|
Financial Statements (Unaudited)
|
|
13 weeks ended
|
|
26 weeks ended
|
||||||||||||
(In millions, except per share amounts)
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Net sales
|
$
|
475.3
|
|
|
$
|
535.4
|
|
|
$
|
962.6
|
|
|
$
|
1,078.0
|
|
Cost of products sold
|
154.6
|
|
|
173.5
|
|
|
315.8
|
|
|
352.5
|
|
||||
Gross margin
|
320.7
|
|
|
361.9
|
|
|
646.8
|
|
|
725.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Delivery, sales and administrative expense
|
247.7
|
|
|
272.8
|
|
|
510.4
|
|
|
562.0
|
|
||||
Re-engineering and impairment charges
|
4.1
|
|
|
2.1
|
|
|
8.4
|
|
|
9.7
|
|
||||
(Loss) gain on disposal of assets
|
(0.1
|
)
|
|
12.4
|
|
|
(1.0
|
)
|
|
14.6
|
|
||||
Operating income
|
68.8
|
|
|
99.4
|
|
|
127.0
|
|
|
168.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest income
|
0.4
|
|
|
0.7
|
|
|
1.0
|
|
|
1.4
|
|
||||
Interest expense
|
10.8
|
|
|
11.9
|
|
|
21.0
|
|
|
23.0
|
|
||||
Other income
|
3.4
|
|
|
0.4
|
|
|
6.7
|
|
|
0.2
|
|
||||
Income before income taxes
|
61.8
|
|
|
88.6
|
|
|
113.7
|
|
|
147.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
22.4
|
|
|
24.8
|
|
|
37.4
|
|
|
47.5
|
|
||||
Net income
|
$
|
39.4
|
|
|
$
|
63.8
|
|
|
$
|
76.3
|
|
|
$
|
99.5
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
0.81
|
|
|
$
|
1.26
|
|
|
$
|
1.57
|
|
|
$
|
1.96
|
|
Diluted
|
0.81
|
|
|
1.26
|
|
|
1.56
|
|
|
1.95
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
48.8
|
|
|
50.5
|
|
|
48.7
|
|
|
50.8
|
|
||||
Diluted
|
48.8
|
|
|
50.7
|
|
|
48.8
|
|
|
51.0
|
|
|
13 weeks ended
|
|
26 weeks ended
|
||||||||||||
(In millions)
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Net income
|
$
|
39.4
|
|
|
$
|
63.8
|
|
|
$
|
76.3
|
|
|
$
|
99.5
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(6.8
|
)
|
|
(55.1
|
)
|
|
13.9
|
|
|
(45.0
|
)
|
||||
Deferred (loss) gain on cash flow hedges, net of tax (provision) benefit of ($0.1), ($0.6), $0.5 and ($0.3), respectively
|
(0.4
|
)
|
|
2.5
|
|
|
(2.2
|
)
|
|
1.8
|
|
||||
Pension and other post-retirement (costs) benefits, net of tax benefit (provision) of $0.2, ($0.6), $0.1 and $0.0, respectively
|
(0.5
|
)
|
|
2.5
|
|
|
(0.4
|
)
|
|
0.8
|
|
||||
Other comprehensive (loss) income
|
(7.7
|
)
|
|
(50.1
|
)
|
|
11.3
|
|
|
(42.4
|
)
|
||||
Total comprehensive income
|
$
|
31.7
|
|
|
$
|
13.7
|
|
|
$
|
87.6
|
|
|
$
|
57.1
|
|
(In millions, except share amounts)
|
June 29,
2019 |
|
December 29,
2018 |
||||
ASSETS
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
163.0
|
|
|
$
|
149.0
|
|
Accounts receivable, less allowances of $52.8 and $45.3, respectively
|
163.2
|
|
|
144.7
|
|
||
Inventories
|
265.1
|
|
|
257.7
|
|
||
Non-trade amounts receivable, net
|
44.4
|
|
|
49.9
|
|
||
Prepaid expenses and other current assets
|
23.3
|
|
|
19.3
|
|
||
Total current assets
|
659.0
|
|
|
620.6
|
|
||
Deferred income tax benefits, net
|
211.7
|
|
|
217.0
|
|
||
Property, plant and equipment, net
|
275.7
|
|
|
276.0
|
|
||
Operating lease assets
|
78.4
|
|
|
—
|
|
||
Long-term receivables, less allowances of $16.8 and $16.0, respectively
|
16.8
|
|
|
18.7
|
|
||
Trademarks and tradenames, net
|
50.8
|
|
|
52.9
|
|
||
Goodwill
|
77.4
|
|
|
76.1
|
|
||
Other assets, net
|
58.7
|
|
|
47.5
|
|
||
Total assets
|
$
|
1,428.5
|
|
|
$
|
1,308.8
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
Accounts payable
|
$
|
85.7
|
|
|
$
|
129.2
|
|
Short-term borrowings and current portion of long-term debt and finance lease obligations
|
370.2
|
|
|
285.5
|
|
||
Accrued liabilities
|
313.9
|
|
|
344.4
|
|
||
Total current liabilities
|
769.8
|
|
|
759.1
|
|
||
Long-term debt and finance lease obligations
|
602.8
|
|
|
603.4
|
|
||
Operating lease liabilities
|
50.7
|
|
|
—
|
|
||
Other liabilities
|
168.3
|
|
|
181.5
|
|
||
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
|
216.3
|
|
|
219.3
|
|
||
Retained earnings
|
1,146.9
|
|
|
1,086.8
|
|
||
Treasury stock, 14,815,150 and 14,940,286 shares, respectively, at cost
|
(931.1
|
)
|
|
(939.8
|
)
|
||
Accumulated other comprehensive loss
|
(595.8
|
)
|
|
(602.1
|
)
|
||
Total shareholders' deficit
|
(163.1
|
)
|
|
(235.2
|
)
|
||
Total liabilities and shareholders' deficit
|
$
|
1,428.5
|
|
|
$
|
1,308.8
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Shareholders' Equity
|
|||||||||||||||||
(In millions, except per share amounts)
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|
|
|
|
|||||||||||||||||
December 29, 2018
|
63.6
|
|
$
|
0.6
|
|
|
15.0
|
|
$
|
(939.8
|
)
|
|
$
|
219.3
|
|
|
$
|
1,086.8
|
|
|
$
|
(602.1
|
)
|
|
$
|
(235.2
|
)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
36.9
|
|
|
|
|
36.9
|
|
|||||||||||
Cumulative effect of change in accounting principles
|
|
|
|
|
|
|
|
|
|
|
12.1
|
|
|
(5.0
|
)
|
|
7.1
|
|
||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
19.0
|
|
|
19.0
|
|
|||||||||||
Cash dividends declared ($0.27 per share)
|
|
|
|
|
|
|
|
|
|
|
(12.9
|
)
|
|
|
|
(12.9
|
)
|
|||||||||||
Stock and options issued for incentive plans
|
|
|
|
|
(0.1
|
)
|
|
5.0
|
|
|
(2.8
|
)
|
|
(1.1
|
)
|
|
|
|
1.1
|
|
||||||||
March 30, 2019
|
63.6
|
|
$
|
0.6
|
|
|
14.9
|
|
$
|
(934.8
|
)
|
|
$
|
216.5
|
|
|
$
|
1,121.8
|
|
|
$
|
(588.1
|
)
|
|
$
|
(184.0
|
)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
39.4
|
|
|
|
|
39.4
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(7.7
|
)
|
|
(7.7
|
)
|
|||||||||||
Cash dividends declared ($0.27 per share)
|
|
|
|
|
|
|
|
|
|
|
(13.2
|
)
|
|
|
|
(13.2
|
)
|
|||||||||||
Stock and options issued for incentive plans
|
|
|
|
|
(0.1
|
)
|
|
3.7
|
|
|
(0.2
|
)
|
|
(1.1
|
)
|
|
|
|
2.4
|
|
||||||||
June 29, 2019
|
63.6
|
|
$
|
0.6
|
|
|
14.8
|
|
$
|
(931.1
|
)
|
|
$
|
216.3
|
|
|
$
|
1,146.9
|
|
|
$
|
(595.8
|
)
|
|
$
|
(163.1
|
)
|
|
Common Stock
|
|
Treasury Stock
|
|
Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Shareholders' Equity
|
|||||||||||||||||
(In millions, except per share amounts)
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|
|
|
|
|||||||||||||||||
December 30, 2017
|
63.6
|
|
$
|
0.6
|
|
|
12.6
|
|
$
|
(851.5
|
)
|
|
$
|
217.8
|
|
|
$
|
1,043.1
|
|
|
$
|
(529.4
|
)
|
|
$
|
(119.4
|
)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
35.7
|
|
|
|
|
35.7
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
7.7
|
|
|
7.7
|
|
|||||||||||
Cash dividends declared ($0.68 per share)
|
|
|
|
|
|
|
|
|
|
|
(34.9
|
)
|
|
|
|
(34.9
|
)
|
|||||||||||
Stock and options issued for incentive plans
|
|
|
|
|
(0.1
|
)
|
|
4.4
|
|
|
(2.8
|
)
|
|
0.9
|
|
|
|
|
2.5
|
|
||||||||
March 31, 2018
|
63.6
|
|
$
|
0.6
|
|
|
12.5
|
|
$
|
(847.1
|
)
|
|
$
|
215.0
|
|
|
$
|
1,044.8
|
|
|
$
|
(521.7
|
)
|
|
$
|
(108.4
|
)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
63.8
|
|
|
|
|
63.8
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(50.1
|
)
|
|
(50.1
|
)
|
|||||||||||
Cash dividends declared ($0.68 per share)
|
|
|
|
|
|
|
|
|
|
|
(34.4
|
)
|
|
|
|
(34.4
|
)
|
|||||||||||
Repurchase of common stock
|
|
|
|
|
1.1
|
|
|
(50.0
|
)
|
|
|
|
|
|
|
|
(50.0
|
)
|
||||||||||
Stock and options issued for incentive plans
|
|
|
|
|
|
|
1.8
|
|
|
2.4
|
|
|
(0.6
|
)
|
|
|
|
3.6
|
|
|||||||||
June 30, 2018
|
63.6
|
|
$
|
0.6
|
|
|
13.6
|
|
$
|
(895.3
|
)
|
|
$
|
217.4
|
|
|
$
|
1,073.6
|
|
|
$
|
(571.8
|
)
|
|
$
|
(175.5
|
)
|
|
26 weeks ended
|
||||||
(In millions)
|
June 29,
2019 |
|
June 30,
2018 |
||||
Operating Activities:
|
|
|
|
|
|||
Net income
|
$
|
76.3
|
|
|
$
|
99.5
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
27.8
|
|
|
29.9
|
|
||
Unrealized foreign exchange loss
|
—
|
|
|
(0.3
|
)
|
||
Equity compensation
|
4.5
|
|
|
7.0
|
|
||
Amortization of deferred debt costs
|
0.3
|
|
|
0.3
|
|
||
Net loss (gain) on disposal of assets
|
1.0
|
|
|
(14.6
|
)
|
||
Provision for bad debts
|
10.1
|
|
|
8.8
|
|
||
Write-down of inventories
|
4.6
|
|
|
3.7
|
|
||
Net change in deferred income taxes
|
11.0
|
|
|
6.2
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Accounts and notes receivable
|
(25.2
|
)
|
|
(36.6
|
)
|
||
Inventories
|
(9.9
|
)
|
|
(37.8
|
)
|
||
Non-trade amounts receivable
|
(5.9
|
)
|
|
(6.8
|
)
|
||
Prepaid expenses
|
(2.4
|
)
|
|
(2.7
|
)
|
||
Other assets
|
(1.4
|
)
|
|
(0.9
|
)
|
||
Accounts payable and accrued liabilities
|
(38.9
|
)
|
|
(41.9
|
)
|
||
Income taxes payable
|
(40.8
|
)
|
|
(43.7
|
)
|
||
Other liabilities
|
(2.4
|
)
|
|
(1.0
|
)
|
||
Net cash impact from hedging activity
|
(7.5
|
)
|
|
(7.8
|
)
|
||
Other
|
0.1
|
|
|
(0.1
|
)
|
||
Net cash provided by (used in) operating activities
|
1.3
|
|
|
(38.8
|
)
|
||
Investing Activities:
|
|
|
|
|
|
||
Capital expenditures
|
(27.2
|
)
|
|
(37.6
|
)
|
||
Proceeds from disposal of property, plant and equipment
|
4.7
|
|
|
33.1
|
|
||
Net cash used in investing activities
|
(22.5
|
)
|
|
(4.5
|
)
|
||
Financing Activities:
|
|
|
|
|
|
||
Dividend payments to shareholders
|
(47.3
|
)
|
|
(70.2
|
)
|
||
Proceeds from exercise of stock options
|
—
|
|
|
0.3
|
|
||
Repurchase of common stock
|
(0.8
|
)
|
|
(51.1
|
)
|
||
Repayment of finance lease obligations
|
(1.0
|
)
|
|
(1.3
|
)
|
||
Net change in short-term debt
|
85.2
|
|
|
127.6
|
|
||
Debt issuance costs
|
(2.2
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
33.9
|
|
|
5.3
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
2.0
|
|
|
(7.1
|
)
|
||
Net change in cash, cash equivalents and restricted cash
|
14.7
|
|
|
(45.1
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of year
|
151.9
|
|
|
147.2
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
166.6
|
|
|
$
|
102.1
|
|
Note 1:
|
Summary of Significant Accounting Policies
|
Note 2:
|
Shipping and Handling Costs
|
Note 3:
|
Promotional Costs
|
Note 4:
|
Inventories
|
(In millions)
|
June 29,
2019 |
|
December 29,
2018 |
||||
Finished goods
|
$
|
209.3
|
|
|
$
|
203.9
|
|
Work in process
|
26.4
|
|
|
25.0
|
|
||
Raw materials and supplies
|
29.4
|
|
|
28.8
|
|
||
Total inventories
|
$
|
265.1
|
|
|
$
|
257.7
|
|
Note 5:
|
Net Income Per Common Share
|
|
13 weeks ended
|
|
26 weeks ended
|
||||||||||||
(In millions, except per share amounts)
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Net income
|
$
|
39.4
|
|
|
$
|
63.8
|
|
|
$
|
76.3
|
|
|
$
|
99.5
|
|
Weighted average shares of common stock outstanding
|
48.8
|
|
|
50.5
|
|
|
48.7
|
|
|
50.8
|
|
||||
Common equivalent shares:
|
|
|
|
|
|
|
|
||||||||
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance share units
|
—
|
|
|
0.2
|
|
|
0.1
|
|
|
0.2
|
|
||||
Weighted average common and common equivalent shares outstanding
|
48.8
|
|
|
50.7
|
|
|
48.8
|
|
|
51.0
|
|
||||
Basic earnings per share
|
$
|
0.81
|
|
|
$
|
1.26
|
|
|
$
|
1.57
|
|
|
$
|
1.96
|
|
Diluted earnings per share
|
$
|
0.81
|
|
|
$
|
1.26
|
|
|
$
|
1.56
|
|
|
$
|
1.95
|
|
Shares excluded from the determination of potential common stock because inclusion would have been anti-dilutive
|
3.9
|
|
|
3.2
|
|
|
3.9
|
|
|
2.6
|
|
Note 6:
|
Accumulated Other Comprehensive Loss
|
(In millions, net of tax)
|
Foreign Currency Items
|
|
Cash Flow Hedges
|
|
Pension and Other Post-retirement Items
|
|
Total
|
||||||||
Balance at December 29, 2018
|
$
|
(579.1
|
)
|
|
$
|
1.7
|
|
|
$
|
(24.7
|
)
|
|
$
|
(602.1
|
)
|
Cumulative effect of change in accounting principle
|
(3.8
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
(5.0
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
13.9
|
|
|
(3.0
|
)
|
|
(0.3
|
)
|
|
10.6
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
0.8
|
|
|
(0.1
|
)
|
|
0.7
|
|
||||
Net current-period other comprehensive income (loss)
|
13.9
|
|
|
(2.2
|
)
|
|
(0.4
|
)
|
|
11.3
|
|
||||
Balance at June 29, 2019
|
$
|
(569.0
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
(25.1
|
)
|
|
$
|
(595.8
|
)
|
(In millions, net of tax)
|
Foreign Currency Items
|
|
Cash Flow Hedges
|
|
Pension and Other Post-retirement Items
|
|
Total
|
||||||||
Balance at December 30, 2017
|
$
|
(501.9
|
)
|
|
$
|
1.6
|
|
|
$
|
(29.1
|
)
|
|
$
|
(529.4
|
)
|
Other comprehensive (loss) income before reclassifications
|
(45.0
|
)
|
|
3.1
|
|
|
0.7
|
|
|
(41.2
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(1.3
|
)
|
|
0.1
|
|
|
(1.2
|
)
|
||||
Net current-period other comprehensive (loss) income
|
(45.0
|
)
|
|
1.8
|
|
|
0.8
|
|
|
(42.4
|
)
|
||||
Balance at June 30, 2018
|
$
|
(546.9
|
)
|
|
$
|
3.4
|
|
|
$
|
(28.3
|
)
|
|
$
|
(571.8
|
)
|
Note 7:
|
Re-engineering and Impairment Costs
|
|
June 29, 2019
|
||||||
(In millions)
|
13 weeks ended
|
|
26 weeks ended
|
||||
Europe
|
$
|
1.7
|
|
|
$
|
2.9
|
|
Asia Pacific
|
2.5
|
|
|
2.5
|
|
||
Total re-engineering charges
|
$
|
4.2
|
|
|
$
|
5.4
|
|
(In millions)
|
June 29,
2019 |
|
December 29,
2018 |
||||
Beginning of the year balance
|
$
|
23.3
|
|
|
$
|
45.4
|
|
Provision
|
2.3
|
|
|
15.9
|
|
||
Adjustments and other charges
|
0.3
|
|
|
3.0
|
|
||
Cash expenditures:
|
|
|
|
|
|||
Severance
|
(13.6
|
)
|
|
(27.1
|
)
|
||
Other
|
(2.8
|
)
|
|
(12.8
|
)
|
||
Currency translation adjustment
|
—
|
|
|
(1.1
|
)
|
||
End of period balance
|
$
|
9.5
|
|
|
$
|
23.3
|
|
(In millions)
|
June 29,
2019 |
||
Beginning of the year balance
|
$
|
—
|
|
Provision
|
5.4
|
|
|
Cash expenditures:
|
|
||
Severance
|
(0.1
|
)
|
|
Other
|
(2.1
|
)
|
|
End of period balance
|
$
|
3.2
|
|
Note 8:
|
Leases
|
|
June 29, 2019
|
|||||
(In millions)
|
13 weeks ended
|
26 weeks ended
|
||||
Operating lease cost
(a) (c)
|
$
|
12.6
|
|
$
|
25.6
|
|
Finance lease cost
|
|
|
||||
Amortization of right-of-use assets
(a)
|
0.3
|
|
0.5
|
|
||
Interest on lease liabilities
(b)
|
—
|
|
0.1
|
|
||
Total finance lease cost
|
$
|
0.3
|
|
$
|
0.6
|
|
(a)
|
Included in DS&A and cost of products sold.
|
(b)
|
Included in interest expense.
|
(c)
|
Includes immaterial amounts related to short-term rent expense and variable rent expense.
|
|
26 weeks ended
|
||
(In millions)
|
June 29, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
||
Operating cash flows from operating leases
|
$
|
(24.9
|
)
|
Operating cash flows from finance leases
|
(0.1
|
)
|
|
Financing cash flows from finance leases
|
(1.0
|
)
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
$
|
5.6
|
|
(In millions, except lease term and discount rate)
|
June 29, 2019
|
||
Operating Leases
|
|
||
Operating lease right-of-use assets
|
$
|
78.4
|
|
|
|
||
Accrued liabilities
|
$
|
29.1
|
|
Operating lease liabilities
|
50.7
|
|
|
Total Operating lease liabilities
|
$
|
79.8
|
|
|
|
||
Finance Leases
|
|
||
Property, plant and equipment, at cost
|
$
|
18.2
|
|
Accumulated amortization
|
10.1
|
|
|
Property, plant and equipment, net
|
$
|
8.1
|
|
|
|
||
Current portion of finance lease obligations
|
$
|
1.3
|
|
Long-term finance lease obligations
|
3.1
|
|
|
Total Finance lease liabilities
|
$
|
4.4
|
|
|
|
||
Weighted Average Remaining Lease Term
|
|
||
Operating Leases
|
4.4 years
|
|
|
Finance Leases
|
3.0 years
|
|
|
Weighted Average Discount Rate
(a)
|
|
||
Operating Leases
|
5.5
|
%
|
|
Finance Leases
|
4.8
|
%
|
(In millions)
|
Operating Leases
|
Finance Leases
|
||||
2019
|
$
|
18.7
|
|
$
|
0.7
|
|
2020
|
25.7
|
|
1.4
|
|
||
2021
|
16.6
|
|
1.4
|
|
||
2022
|
9.1
|
|
1.2
|
|
||
2023
|
5.6
|
|
—
|
|
||
Thereafter
|
13.8
|
|
—
|
|
||
Total lease payments
|
$
|
89.5
|
|
$
|
4.7
|
|
Less imputed interest
|
9.7
|
|
0.3
|
|
||
Total
|
$
|
79.8
|
|
$
|
4.4
|
|
(In millions)
|
Operating Leases
|
Finance Leases
|
||||
2019
|
$
|
28.3
|
|
$
|
1.6
|
|
2020
|
19.2
|
|
1.3
|
|
||
2021
|
15.8
|
|
1.4
|
|
||
2022
|
8.3
|
|
1.0
|
|
||
2023
|
6.3
|
|
—
|
|
||
Thereafter
|
25.3
|
|
—
|
|
||
Total
|
$
|
103.2
|
|
$
|
5.3
|
|
Note 9:
|
Segment Information
|
|
13 weeks ended
|
|
26 weeks ended
|
||||||||||||
(In millions)
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
Europe
|
$
|
121.5
|
|
|
$
|
132.7
|
|
|
$
|
260.1
|
|
|
$
|
276.6
|
|
Asia Pacific
|
155.5
|
|
|
180.0
|
|
|
311.6
|
|
|
352.2
|
|
||||
North America
|
124.7
|
|
|
136.8
|
|
|
244.3
|
|
|
271.8
|
|
||||
South America
|
73.6
|
|
|
85.9
|
|
|
146.6
|
|
|
177.4
|
|
||||
Total net sales
|
$
|
475.3
|
|
|
$
|
535.4
|
|
|
$
|
962.6
|
|
|
$
|
1,078.0
|
|
Segment profit:
|
|
|
|
|
|
|
|
|
|||||||
Europe
|
$
|
12.8
|
|
|
$
|
15.1
|
|
|
$
|
30.5
|
|
|
$
|
27.5
|
|
Asia Pacific
|
37.2
|
|
|
45.4
|
|
|
67.2
|
|
|
83.3
|
|
||||
North America
|
20.4
|
|
|
22.7
|
|
|
37.8
|
|
|
41.7
|
|
||||
South America
|
13.1
|
|
|
17.8
|
|
|
22.0
|
|
|
35.1
|
|
||||
Total segment profit
|
$
|
83.5
|
|
|
$
|
101.0
|
|
|
$
|
157.5
|
|
|
$
|
187.6
|
|
Unallocated expenses
|
(7.1
|
)
|
|
(11.5
|
)
|
|
(14.4
|
)
|
|
(23.9
|
)
|
||||
Re-engineering and impairment charges
(a)
|
(4.1
|
)
|
|
(2.1
|
)
|
|
(8.4
|
)
|
|
(9.7
|
)
|
||||
(Loss) gain on disposal of assets
|
(0.1
|
)
|
|
12.4
|
|
|
(1.0
|
)
|
|
14.6
|
|
||||
Interest expense, net
|
(10.4
|
)
|
|
(11.2
|
)
|
|
(20.0
|
)
|
|
(21.6
|
)
|
||||
Income before taxes
|
$
|
61.8
|
|
|
$
|
88.6
|
|
|
$
|
113.7
|
|
|
$
|
147.0
|
|
(In millions)
|
June 29,
2019 |
|
December 29,
2018 |
||||
Identifiable assets:
|
|
|
|
||||
Europe
|
$
|
320.7
|
|
|
$
|
291.0
|
|
Asia Pacific
|
313.7
|
|
|
281.2
|
|
||
North America
|
291.3
|
|
|
250.9
|
|
||
South America
|
137.8
|
|
|
125.0
|
|
||
Corporate
|
365.0
|
|
|
360.7
|
|
||
Total identifiable assets
|
$
|
1,428.5
|
|
|
$
|
1,308.8
|
|
(a)
|
See
Note 7
to the Consolidated Financial Statements for a discussion of re-engineering and impairment charges.
|
Note 10:
|
Debt
|
(In millions)
|
June 29,
2019 |
|
December 29, 2018
|
||||
Fixed rate senior notes due 2021
|
$
|
599.7
|
|
|
$
|
599.7
|
|
Five year Revolving Credit Agreement
(a)
|
368.9
|
|
|
283.9
|
|
||
Belgium facility finance lease
|
4.4
|
|
|
5.3
|
|
||
Total debt obligations
|
$
|
973.0
|
|
|
$
|
888.9
|
|
(a)
|
$194.9 million
and
$186.8 million
denominated in euros as of
June 29, 2019
and
December 29, 2018
, respectively.
|
Note 11:
|
Derivative Instruments and Hedging Activities
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||||||
|
|
|
|
Fair value
|
|
|
|
Fair value
|
||||||||||||
Derivatives designated as hedging instruments (
in millions
)
|
|
Balance sheet location
|
|
Jun 29,
2019 |
|
Dec 29,
2018 |
|
Balance sheet location
|
|
Jun 29,
2019 |
|
Dec 29,
2018 |
||||||||
Foreign exchange contracts
|
|
Non-trade amounts receivable
|
|
$
|
13.0
|
|
|
$
|
26.7
|
|
|
Accrued liabilities
|
|
$
|
15.3
|
|
|
$
|
22.6
|
|
Derivatives designated as fair value hedges
(in millions)
|
|
Location of loss
recognized in income on derivatives
|
|
Amount of loss
recognized in income on
derivatives
|
|
Location of gain
recognized in income on related hedged items
|
|
Amount of gain recognized in
income on related hedged items
|
||||||||||||
|
|
|
|
2019
|
|
2018
|
|
|
|
2019
|
|
2018
|
||||||||
Foreign exchange contracts
|
|
Other expense
|
|
$
|
(4.6
|
)
|
|
$
|
(29.9
|
)
|
|
Other expense
|
|
$
|
4.6
|
|
|
$
|
28.9
|
|
Cash flow and net equity hedges
(in millions)
|
|
Amount of (loss) gain recognized in OCI (effective portion)
|
|
Location of (loss) gain reclassified
from accumulated
OCI into income (effective portion)
|
|
Amount of (loss) gain reclassified from accumulated OCI into income (effective portion)
|
|
Location of loss recognized in income (ineffective
portion and amount excluded from effectiveness testing)
|
|
Amount of loss recognized in income (ineffective portion and amount excluded from effectiveness testing)
|
||||||||||||||||||
Cash flow hedging relationships
|
|
2019
|
|
2018
|
|
|
|
2019
|
|
2018
|
|
|
|
2019
|
|
2018
|
||||||||||||
Foreign exchange contracts
|
|
$
|
(0.8
|
)
|
|
$
|
4.9
|
|
|
Cost of products sold
|
|
$
|
(0.7
|
)
|
|
$
|
1.8
|
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
(0.7
|
)
|
Net equity hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
|
(1.8
|
)
|
|
33.8
|
|
|
|
|
|
|
|
|
Interest expense
|
|
—
|
|
|
(5.4
|
)
|
||||||||
Euro denominated debt
|
|
(0.9
|
)
|
|
5.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow and net equity hedges
(in millions)
|
|
Amount of (loss) gain recognized
in OCI (effective portion)
|
|
Location of (loss) gain reclassified
from accumulated
OCI into income (effective portion)
|
|
Amount of (loss) gain reclassified from accumulated OCI into income (effective portion)
|
|
Location of loss recognized in income (ineffective
portion and amount excluded from effectiveness testing)
|
|
Amount of loss recognized in income (ineffective portion and amount excluded from effectiveness testing)
|
||||||||||||||||||
Cash flow hedging relationships
|
|
2019
|
|
2018
|
|
|
|
2019
|
|
2018
|
|
|
|
2019
|
|
2018
|
||||||||||||
Foreign exchange contracts
|
|
$
|
(3.6
|
)
|
|
$
|
4.1
|
|
|
Cost of products sold
|
|
$
|
(1.2
|
)
|
|
$
|
1.9
|
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
(1.8
|
)
|
Net equity hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
|
(19.5
|
)
|
|
16.2
|
|
|
|
|
|
|
|
|
Interest expense
|
|
—
|
|
|
(11.4
|
)
|
||||||||
Euro denominated debt
|
|
(0.1
|
)
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 12:
|
Fair Value Measurements
|
Note 13:
|
Retirement Benefit Plans
|
|
Second Quarte
r
|
|
Year-to-Date
|
||||||||||||||||||||||||||||
|
Pension benefits
|
|
Post-retirement benefits
|
|
Pension benefits
|
|
Post-retirement benefits
|
||||||||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
Service cost
|
$
|
1.9
|
|
|
$
|
2.4
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
3.8
|
|
|
$
|
5.0
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
1.5
|
|
|
1.4
|
|
|
0.2
|
|
|
0.1
|
|
|
3.0
|
|
|
2.8
|
|
|
0.3
|
|
|
0.2
|
|
||||||||
Expected return on plan assets
|
(1.1
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
||||||||
Settlement/curtailment
|
(0.1
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||||||
Net amortization
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
0.3
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||||||
Net periodic benefit cost
|
$
|
2.2
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
4.5
|
|
|
$
|
6.1
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.3
|
)
|
Note 14:
|
Income Taxes
|
Note 15:
|
Statement of Cash Flow Supplemental Disclosure
|
Note 16:
|
Stock Based Compensation
|
|
Shares subject to option
|
|
Weighted average exercise price per share
|
|
Aggregate intrinsic value
(in millions)
|
|||||
Outstanding at December 29, 2018
|
3,630,684
|
|
|
$
|
55.66
|
|
|
|
||
Expired / Forfeited
|
(64,446
|
)
|
|
50.96
|
|
|
|
|||
Outstanding at June 29, 2019
|
3,566,238
|
|
|
$
|
55.75
|
|
|
$
|
—
|
|
Exercisable at June 29, 2019
|
2,412,857
|
|
|
$
|
59.14
|
|
|
$
|
—
|
|
|
Shares outstanding
|
|
Weighted average grant date fair value
|
|||
December 29, 2018
|
684,184
|
|
|
$
|
47.68
|
|
Time-vested shares granted
|
78,660
|
|
|
22.69
|
|
|
Market-vested shares granted
|
42,365
|
|
|
27.12
|
|
|
Performance shares granted
|
111,536
|
|
|
30.90
|
|
|
Performance share adjustments
|
(99,101
|
)
|
|
37.72
|
|
|
Vested
|
(130,618
|
)
|
|
48.33
|
|
|
Forfeited
|
(138,034
|
)
|
|
43.90
|
|
|
June 29, 2019
|
548,992
|
|
|
$
|
41.70
|
|
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Stock options
|
$
|
0.6
|
|
|
$
|
0.9
|
|
|
$
|
1.2
|
|
|
$
|
1.7
|
|
Time, performance and market vested share awards
|
2.0
|
|
|
2.8
|
|
|
3.3
|
|
|
5.3
|
|
Note 17:
|
Allowance for Long-Term Receivables
|
(In millions)
|
|
||
Balance at December 29, 2018
|
$
|
16.0
|
|
Write-offs
|
(0.2
|
)
|
|
Provision and reclassifications
|
0.8
|
|
|
Currency translation adjustment
|
0.2
|
|
|
Balance at June 29, 2019
|
$
|
16.8
|
|
Note 18:
|
Guarantor Information
|
|
13 weeks ended June 29, 2019
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
477.5
|
|
|
$
|
(2.2
|
)
|
|
$
|
475.3
|
|
Other revenue
|
—
|
|
|
31.9
|
|
|
4.1
|
|
|
(36.0
|
)
|
|
—
|
|
|||||
Cost of products sold
|
—
|
|
|
4.0
|
|
|
186.1
|
|
|
(35.5
|
)
|
|
154.6
|
|
|||||
Gross margin
|
—
|
|
|
27.9
|
|
|
295.5
|
|
|
(2.7
|
)
|
|
320.7
|
|
|||||
Delivery, sales and administrative expense
|
2.2
|
|
|
17.6
|
|
|
230.6
|
|
|
(2.7
|
)
|
|
247.7
|
|
|||||
Re-engineering and impairment charges
|
—
|
|
|
0.2
|
|
|
3.9
|
|
|
—
|
|
|
4.1
|
|
|||||
Loss on disposal of assets
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Operating (loss) income
|
(2.2
|
)
|
|
10.1
|
|
|
60.9
|
|
|
—
|
|
|
68.8
|
|
|||||
Interest income
|
4.8
|
|
|
0.5
|
|
|
9.5
|
|
|
(14.4
|
)
|
|
0.4
|
|
|||||
Interest expense
|
10.3
|
|
|
12.6
|
|
|
2.3
|
|
|
(14.4
|
)
|
|
10.8
|
|
|||||
Income from equity investments in subsidiaries
|
45.1
|
|
|
43.7
|
|
|
—
|
|
|
(88.8
|
)
|
|
—
|
|
|||||
Other income
|
(0.6
|
)
|
|
(1.7
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(3.4
|
)
|
|||||
Income before income taxes
|
38.0
|
|
|
43.4
|
|
|
69.2
|
|
|
(88.8
|
)
|
|
61.8
|
|
|||||
(Benefit) provision for income taxes
|
(1.4
|
)
|
|
(0.4
|
)
|
|
24.2
|
|
|
—
|
|
|
22.4
|
|
|||||
Net income
|
$
|
39.4
|
|
|
$
|
43.8
|
|
|
$
|
45.0
|
|
|
$
|
(88.8
|
)
|
|
$
|
39.4
|
|
Comprehensive income
|
$
|
31.7
|
|
|
$
|
36.3
|
|
|
$
|
42.0
|
|
|
$
|
(78.3
|
)
|
|
$
|
31.7
|
|
|
13 weeks ended June 30, 2018
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
536.7
|
|
|
$
|
(1.3
|
)
|
|
$
|
535.4
|
|
Other revenue
|
—
|
|
|
19.6
|
|
|
1.9
|
|
|
(21.5
|
)
|
|
—
|
|
|||||
Cost of products sold
|
—
|
|
|
2.1
|
|
|
194.6
|
|
|
(23.2
|
)
|
|
173.5
|
|
|||||
Gross margin
|
—
|
|
|
17.5
|
|
|
344.0
|
|
|
0.4
|
|
|
361.9
|
|
|||||
Delivery, sales and administrative expense
|
3.3
|
|
|
23.1
|
|
|
246.0
|
|
|
0.4
|
|
|
272.8
|
|
|||||
Re-engineering and impairment charges
|
—
|
|
|
0.7
|
|
|
1.4
|
|
|
—
|
|
|
2.1
|
|
|||||
Gain on disposal of assets
|
—
|
|
|
—
|
|
|
12.4
|
|
|
—
|
|
|
12.4
|
|
|||||
Operating (loss) income
|
(3.3
|
)
|
|
(6.3
|
)
|
|
109.0
|
|
|
—
|
|
|
99.4
|
|
|||||
Interest income
|
5.1
|
|
|
0.6
|
|
|
11.1
|
|
|
(16.1
|
)
|
|
0.7
|
|
|||||
Interest expense
|
10.3
|
|
|
15.8
|
|
|
1.9
|
|
|
(16.1
|
)
|
|
11.9
|
|
|||||
Income from equity investments in subsidiaries
|
70.3
|
|
|
71.2
|
|
|
—
|
|
|
(141.5
|
)
|
|
—
|
|
|||||
Other (income) expense
|
(0.2
|
)
|
|
(14.5
|
)
|
|
14.3
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Income before income taxes
|
62.0
|
|
|
64.2
|
|
|
103.9
|
|
|
(141.5
|
)
|
|
88.6
|
|
|||||
(Benefit) provision for income taxes
|
(1.8
|
)
|
|
(2.5
|
)
|
|
29.1
|
|
|
—
|
|
|
24.8
|
|
|||||
Net income
|
$
|
63.8
|
|
|
$
|
66.7
|
|
|
$
|
74.8
|
|
|
$
|
(141.5
|
)
|
|
$
|
63.8
|
|
Comprehensive income (loss)
|
$
|
13.7
|
|
|
$
|
14.0
|
|
|
$
|
(1.1
|
)
|
|
$
|
(12.9
|
)
|
|
$
|
13.7
|
|
|
26 weeks ended June 29, 2019
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
965.8
|
|
|
$
|
(3.2
|
)
|
|
$
|
962.6
|
|
Other revenue
|
—
|
|
|
51.8
|
|
|
13.6
|
|
|
(65.4
|
)
|
|
—
|
|
|||||
Cost of products sold
|
—
|
|
|
13.6
|
|
|
368.1
|
|
|
(65.9
|
)
|
|
315.8
|
|
|||||
Gross margin
|
—
|
|
|
38.2
|
|
|
611.3
|
|
|
(2.7
|
)
|
|
646.8
|
|
|||||
Delivery, sales and administrative expense
|
3.7
|
|
|
36.5
|
|
|
472.9
|
|
|
(2.7
|
)
|
|
510.4
|
|
|||||
Re-engineering and impairment charges
|
—
|
|
|
0.8
|
|
|
7.6
|
|
|
—
|
|
|
8.4
|
|
|||||
Loss on disposal of assets
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||||
Operating (loss) income
|
(3.7
|
)
|
|
0.9
|
|
|
129.8
|
|
|
—
|
|
|
127.0
|
|
|||||
Interest income
|
10.3
|
|
|
1.2
|
|
|
19.6
|
|
|
(30.1
|
)
|
|
1.0
|
|
|||||
Interest expense
|
19.8
|
|
|
25.8
|
|
|
5.5
|
|
|
(30.1
|
)
|
|
21.0
|
|
|||||
Income from equity investments in subsidiaries
|
85.9
|
|
|
104.0
|
|
|
—
|
|
|
(189.9
|
)
|
|
—
|
|
|||||
Other (income) expense
|
(1.1
|
)
|
|
1.3
|
|
|
(6.9
|
)
|
|
—
|
|
|
(6.7
|
)
|
|||||
Income before income taxes
|
73.8
|
|
|
79.0
|
|
|
150.8
|
|
|
(189.9
|
)
|
|
113.7
|
|
|||||
Provision (benefit) for income taxes
|
(2.5
|
)
|
|
(3.8
|
)
|
|
43.7
|
|
|
—
|
|
|
37.4
|
|
|||||
Net income
|
$
|
76.3
|
|
|
$
|
82.8
|
|
|
$
|
107.1
|
|
|
$
|
(189.9
|
)
|
|
$
|
76.3
|
|
Comprehensive income
|
$
|
87.6
|
|
|
$
|
93.9
|
|
|
$
|
135.0
|
|
|
$
|
(228.9
|
)
|
|
$
|
87.6
|
|
|
26 weeks ended June 30, 2018
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,079.5
|
|
|
$
|
(1.5
|
)
|
|
$
|
1,078.0
|
|
Other revenue
|
—
|
|
|
41.3
|
|
|
12.0
|
|
|
(53.3
|
)
|
|
—
|
|
|||||
Cost of products sold
|
—
|
|
|
12.1
|
|
|
393.3
|
|
|
(52.9
|
)
|
|
352.5
|
|
|||||
Gross margin
|
—
|
|
|
29.2
|
|
|
698.2
|
|
|
(1.9
|
)
|
|
725.5
|
|
|||||
Delivery, sales and administrative expense
|
6.3
|
|
|
45.4
|
|
|
512.2
|
|
|
(1.9
|
)
|
|
562.0
|
|
|||||
Re-engineering and impairment charges
|
—
|
|
|
1.0
|
|
|
8.7
|
|
|
—
|
|
|
9.7
|
|
|||||
Gain on disposal of assets
|
—
|
|
|
—
|
|
|
14.6
|
|
|
—
|
|
|
14.6
|
|
|||||
Operating (loss) income
|
(6.3
|
)
|
|
(17.2
|
)
|
|
191.9
|
|
|
—
|
|
|
168.4
|
|
|||||
Interest income
|
10.2
|
|
|
1.1
|
|
|
21.9
|
|
|
(31.8
|
)
|
|
1.4
|
|
|||||
Interest expense
|
19.5
|
|
|
31.3
|
|
|
4.0
|
|
|
(31.8
|
)
|
|
23.0
|
|
|||||
Income from equity investments in subsidiaries
|
111.1
|
|
|
141.7
|
|
|
—
|
|
|
(252.8
|
)
|
|
—
|
|
|||||
Other (income) expense
|
(0.8
|
)
|
|
(2.5
|
)
|
|
3.1
|
|
|
—
|
|
|
(0.2
|
)
|
|||||
Income before income taxes
|
96.3
|
|
|
96.8
|
|
|
206.7
|
|
|
(252.8
|
)
|
|
147.0
|
|
|||||
(Benefit) provision for income taxes
|
(3.2
|
)
|
|
(8.8
|
)
|
|
59.5
|
|
|
—
|
|
|
47.5
|
|
|||||
Net income
|
$
|
99.5
|
|
|
$
|
105.6
|
|
|
$
|
147.2
|
|
|
$
|
(252.8
|
)
|
|
$
|
99.5
|
|
Comprehensive income
|
$
|
57.1
|
|
|
$
|
65.9
|
|
|
$
|
97.2
|
|
|
$
|
(163.1
|
)
|
|
$
|
57.1
|
|
|
June 29, 2019
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
162.9
|
|
|
$
|
—
|
|
|
$
|
163.0
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
163.2
|
|
|
—
|
|
|
163.2
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
265.1
|
|
|
—
|
|
|
265.1
|
|
|||||
Non-trade amounts receivable, net
|
—
|
|
|
165.2
|
|
|
104.6
|
|
|
(225.4
|
)
|
|
44.4
|
|
|||||
Intercompany receivables
|
312.7
|
|
|
1,336.6
|
|
|
220.9
|
|
|
(1,870.2
|
)
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
1.7
|
|
|
5.0
|
|
|
36.9
|
|
|
(20.3
|
)
|
|
23.3
|
|
|||||
Total current assets
|
314.4
|
|
|
1,506.9
|
|
|
953.6
|
|
|
(2,115.9
|
)
|
|
659.0
|
|
|||||
Deferred income tax benefits, net
|
41.7
|
|
|
42.2
|
|
|
128.2
|
|
|
(0.4
|
)
|
|
211.7
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
78.3
|
|
|
197.4
|
|
|
—
|
|
|
275.7
|
|
|||||
Operating lease assets
|
—
|
|
|
0.4
|
|
|
78.0
|
|
|
—
|
|
|
78.4
|
|
|||||
Long-term receivables, net
|
—
|
|
|
0.1
|
|
|
16.7
|
|
|
—
|
|
|
16.8
|
|
|||||
Trademarks and tradenames, net
|
—
|
|
|
—
|
|
|
50.8
|
|
|
—
|
|
|
50.8
|
|
|||||
Goodwill
|
—
|
|
|
2.9
|
|
|
74.5
|
|
|
—
|
|
|
77.4
|
|
|||||
Investments in subsidiaries
|
1,409.7
|
|
|
1,339.2
|
|
|
—
|
|
|
(2,748.9
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
|
453.2
|
|
|
95.6
|
|
|
906.9
|
|
|
(1,455.7
|
)
|
|
—
|
|
|||||
Other assets, net
|
2.1
|
|
|
1.0
|
|
|
81.4
|
|
|
(25.8
|
)
|
|
58.7
|
|
|||||
Total assets
|
$
|
2,221.1
|
|
|
$
|
3,066.6
|
|
|
$
|
2,487.5
|
|
|
$
|
(6,346.7
|
)
|
|
$
|
1,428.5
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
$
|
1.4
|
|
|
$
|
6.4
|
|
|
$
|
77.9
|
|
|
$
|
—
|
|
|
$
|
85.7
|
|
Short-term borrowings and current portion of long-term debt and finance lease obligations
|
266.3
|
|
|
—
|
|
|
103.9
|
|
|
—
|
|
|
370.2
|
|
|||||
Intercompany payables
|
1,253.1
|
|
|
419.1
|
|
|
198.0
|
|
|
(1,870.2
|
)
|
|
—
|
|
|||||
Accrued liabilities
|
258.2
|
|
|
45.6
|
|
|
255.8
|
|
|
(245.7
|
)
|
|
313.9
|
|
|||||
Total current liabilities
|
1,779.0
|
|
|
471.1
|
|
|
635.6
|
|
|
(2,115.9
|
)
|
|
769.8
|
|
|||||
Long-term debt and finance lease obligations
|
599.7
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
602.8
|
|
|||||
Intercompany notes payable
|
3.6
|
|
|
1,213.3
|
|
|
238.8
|
|
|
(1,455.7
|
)
|
|
—
|
|
|||||
Operating lease liabilities
|
—
|
|
|
0.2
|
|
|
50.5
|
|
|
—
|
|
|
50.7
|
|
|||||
Other liabilities
|
1.9
|
|
|
44.9
|
|
|
147.7
|
|
|
(26.2
|
)
|
|
168.3
|
|
|||||
Shareholders' (deficit) equity
|
(163.1
|
)
|
|
1,337.1
|
|
|
1,411.8
|
|
|
(2,748.9
|
)
|
|
(163.1
|
)
|
|||||
Total liabilities and shareholders' equity
|
$
|
2,221.1
|
|
|
$
|
3,066.6
|
|
|
$
|
2,487.5
|
|
|
$
|
(6,346.7
|
)
|
|
$
|
1,428.5
|
|
|
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 finance 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 finance 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' (deficit) equity
|
(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
|
|
|
26 weeks ended June 29, 2019
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(7.8
|
)
|
|
$
|
90.5
|
|
|
$
|
143.4
|
|
|
$
|
(224.8
|
)
|
|
$
|
1.3
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(14.9
|
)
|
|
(12.3
|
)
|
|
—
|
|
|
(27.2
|
)
|
|||||
Proceeds from disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
4.7
|
|
|||||
Net intercompany loans
|
59.1
|
|
|
79.6
|
|
|
157.9
|
|
|
(296.6
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
59.1
|
|
|
64.7
|
|
|
150.3
|
|
|
(296.6
|
)
|
|
(22.5
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividend payments to shareholders
|
(47.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47.3
|
)
|
|||||
Dividend payments to parent
|
—
|
|
|
—
|
|
|
(218.4
|
)
|
|
218.4
|
|
|
—
|
|
|||||
Repurchase of common stock
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||||
Repayment of finance lease obligations
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||||
Net change in short-term debt
|
76.9
|
|
|
—
|
|
|
8.3
|
|
|
—
|
|
|
85.2
|
|
|||||
Debt issuance costs
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|||||
Net intercompany borrowings
|
(77.9
|
)
|
|
(155.4
|
)
|
|
(69.7
|
)
|
|
303.0
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(51.3
|
)
|
|
(155.4
|
)
|
|
(280.8
|
)
|
|
521.4
|
|
|
33.9
|
|
|||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
|||||
Net change in cash, cash equivalents and restricted cash
|
—
|
|
|
(0.2
|
)
|
|
14.9
|
|
|
—
|
|
|
14.7
|
|
|||||
Cash, cash equivalents and restricted cash
at beginning of year
|
—
|
|
|
0.3
|
|
|
151.6
|
|
|
—
|
|
|
151.9
|
|
|||||
Cash, cash equivalents and restricted cash
at end of period
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
166.5
|
|
|
$
|
—
|
|
|
$
|
166.6
|
|
|
26 weeks ended June 30, 2018
|
||||||||||||||||||
(In millions)
|
Parent
|
|
Guarantor
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(29.5
|
)
|
|
$
|
69.2
|
|
|
$
|
161.1
|
|
|
$
|
(239.6
|
)
|
|
$
|
(38.8
|
)
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(14.6
|
)
|
|
(23.0
|
)
|
|
—
|
|
|
(37.6
|
)
|
|||||
Proceeds from disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
33.1
|
|
|
—
|
|
|
33.1
|
|
|||||
Net intercompany loans
|
(47.6
|
)
|
|
(64.1
|
)
|
|
(8.7
|
)
|
|
120.4
|
|
|
—
|
|
|||||
Net cash (used in) provided by investing activities
|
(47.6
|
)
|
|
(78.7
|
)
|
|
1.4
|
|
|
120.4
|
|
|
(4.5
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividend payments to shareholders
|
(70.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70.2
|
)
|
|||||
Dividend payments to parent
|
—
|
|
|
—
|
|
|
(236.0
|
)
|
|
236.0
|
|
|
—
|
|
|||||
Proceeds from exercise of stock options
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Repurchase of common stock
|
(51.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.1
|
)
|
|||||
Repayment of finance lease obligations
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
|||||
Net change in short-term debt
|
126.7
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
127.6
|
|
|||||
Net intercompany borrowings
|
71.4
|
|
|
9.8
|
|
|
35.6
|
|
|
(116.8
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
77.1
|
|
|
9.8
|
|
|
(200.8
|
)
|
|
119.2
|
|
|
5.3
|
|
|||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|
—
|
|
|
(7.1
|
)
|
|||||
Net change in cash, cash equivalents and restricted cash
|
—
|
|
|
0.3
|
|
|
(45.4
|
)
|
|
—
|
|
|
(45.1
|
)
|
|||||
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 period
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
101.7
|
|
|
$
|
—
|
|
|
$
|
102.1
|
|
Note 19:
|
New Accounting Pronouncements
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
13 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
||||||||||
(In millions, except per share amounts)
|
|
Jun 29,
2019 |
|
Jun 30,
2018 |
|
|
|
|||||||||||
Net sales
|
|
$
|
475.3
|
|
|
$
|
535.4
|
|
|
(11
|
)%
|
|
(7
|
)%
|
|
$
|
(25.1
|
)
|
Gross margin as percent of sales
|
|
67.5
|
%
|
|
67.6
|
%
|
|
(0.1
|
)
|
pp
|
na
|
|
|
na
|
|
|||
DS&A as percent of sales
|
|
52.1
|
%
|
|
50.9
|
%
|
|
1.2
|
|
pp
|
na
|
|
|
na
|
|
|||
Operating income
|
|
$
|
68.8
|
|
|
$
|
99.4
|
|
|
(31
|
)%
|
|
(27
|
)%
|
|
$
|
(5.4
|
)
|
Net income
|
|
$
|
39.4
|
|
|
$
|
63.8
|
|
|
(38
|
)%
|
|
(34
|
)%
|
|
$
|
(4.0
|
)
|
Net income per diluted share
|
|
$
|
0.81
|
|
|
$
|
1.26
|
|
|
(36
|
)%
|
|
(31
|
)%
|
|
$
|
(0.08
|
)
|
|
|
26 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
||||||||||
(In millions, except per share amounts)
|
|
Jun 29,
2019 |
|
Jun 30,
2018 |
|
|
|
|||||||||||
Net sales
|
|
$
|
962.6
|
|
|
$
|
1,078.0
|
|
|
(11
|
)%
|
|
(5
|
)%
|
|
$
|
(69.1
|
)
|
Gross margin as percent of sales
|
|
67.2
|
%
|
|
67.3
|
%
|
|
(0.1
|
)
|
pp
|
na
|
|
|
na
|
|
|||
DS&A as percent of sales
|
|
53.0
|
%
|
|
52.1
|
%
|
|
0.9
|
|
pp
|
na
|
|
|
na
|
|
|||
Operating income
|
|
$
|
127.0
|
|
|
$
|
168.4
|
|
|
(25
|
)%
|
|
(18
|
)%
|
|
$
|
(13.3
|
)
|
Net income
|
|
$
|
76.3
|
|
|
$
|
99.5
|
|
|
(23
|
)%
|
|
(15
|
)%
|
|
$
|
(9.5
|
)
|
Net income per diluted share
|
|
$
|
1.56
|
|
|
$
|
1.95
|
|
|
(20
|
)%
|
|
(12
|
)%
|
|
$
|
(0.18
|
)
|
na
|
not applicable
|
pp
|
percentage points
|
(In millions)
|
13 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jun 29,
2019 |
|
Jun 30,
2018 |
|
2019
|
|
2018
|
|||||||||||||||
Net sales
|
$
|
121.5
|
|
|
$
|
132.7
|
|
|
(8
|
)%
|
|
(2
|
)%
|
|
$
|
(8.6
|
)
|
|
26
|
|
25
|
Segment profit
|
12.8
|
|
|
15.1
|
|
|
(15
|
)
|
|
(7
|
)
|
|
(1.4
|
)
|
|
15
|
|
15
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
10.5
|
%
|
|
11.4
|
%
|
|
(0.9
|
)
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
(In millions)
|
26 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jun 29,
2019 |
|
Jun 30,
2018 |
|
2019
|
|
2018
|
|||||||||||||||
Net sales
|
$
|
260.1
|
|
|
$
|
276.6
|
|
|
(6
|
)%
|
|
3
|
%
|
|
$
|
(24.6
|
)
|
|
27
|
|
26
|
Segment profit
|
30.5
|
|
|
27.5
|
|
|
11
|
|
|
25
|
|
|
(3.1
|
)
|
|
19
|
|
15
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
11.7
|
%
|
|
9.9
|
%
|
|
1.8
|
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
na
|
not applicable
|
pp
|
percentage points
|
(In millions)
|
13 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jun 29,
2019 |
|
Jun 30,
2018 |
|
2019
|
|
2018
|
|||||||||||||||
Net sales
|
$
|
155.5
|
|
|
$
|
180.0
|
|
|
(14
|
)%
|
|
(10
|
)%
|
|
$
|
(7.2
|
)
|
|
33
|
|
34
|
Segment profit
|
37.2
|
|
|
45.4
|
|
|
(18
|
)
|
|
(14
|
)
|
|
(2.3
|
)
|
|
45
|
|
45
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
23.9
|
%
|
|
25.2
|
%
|
|
(1.3
|
)
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
(In millions)
|
26 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jun 29,
2019 |
|
Jun 30,
2018 |
|
2019
|
|
2018
|
|||||||||||||||
Net sales
|
$
|
311.6
|
|
|
$
|
352.2
|
|
|
(12
|
)%
|
|
(7
|
)%
|
|
$
|
(15.9
|
)
|
|
32
|
|
33
|
Segment profit
|
67.2
|
|
|
83.3
|
|
|
(19
|
)
|
|
(15
|
)
|
|
(4.4
|
)
|
|
43
|
|
44
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
21.6
|
%
|
|
23.7
|
%
|
|
(2.1
|
)
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
na
|
not applicable
|
pp
|
percentage points
|
(In millions)
|
13 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jun 29,
2019 |
|
Jun 30,
2018 |
|
2019
|
|
2018
|
|||||||||||||||
Net sales
|
$
|
124.7
|
|
|
$
|
136.8
|
|
|
(9
|
)%
|
|
(9
|
)%
|
|
$
|
0.9
|
|
|
26
|
|
25
|
Segment profit
|
20.4
|
|
|
22.7
|
|
|
(10
|
)
|
|
(11
|
)
|
|
0.2
|
|
|
24
|
|
22
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
16.4
|
%
|
|
16.6
|
%
|
|
(0.2
|
)
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
(In millions)
|
26 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jun 29,
2019 |
|
Jun 30,
2018 |
|
2019
|
|
2018
|
|||||||||||||||
Net sales
|
$
|
244.3
|
|
|
$
|
271.8
|
|
|
(10
|
)%
|
|
(9
|
)%
|
|
$
|
(1.9
|
)
|
|
26
|
|
25
|
Segment profit
|
37.8
|
|
|
41.7
|
|
|
(9
|
)
|
|
(9
|
)
|
|
(0.3
|
)
|
|
24
|
|
22
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
15.5
|
%
|
|
15.3
|
%
|
|
0.2
|
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
na
|
not applicable
|
pp
|
percentage points
|
(In millions)
|
13 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jun 29,
2019 |
|
Jun 30,
2018 |
|
2019
|
|
2018
|
|||||||||||||||
Net sales
|
$
|
73.6
|
|
|
$
|
85.9
|
|
|
(14
|
)%
|
|
(3
|
)%
|
|
$
|
(10.2
|
)
|
|
15
|
|
16
|
Segment profit
|
13.1
|
|
|
17.8
|
|
|
(26
|
)
|
|
(20
|
)
|
|
(1.5
|
)
|
|
16
|
|
18
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
17.8
|
%
|
|
20.7
|
%
|
|
(2.9
|
)
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
(In millions)
|
26 weeks ended
|
|
Change
|
|
Change excluding the impact of foreign exchange
|
|
Foreign exchange impact
|
|
Percent of total
|
||||||||||||
Jun 29,
2019 |
|
Jun 30,
2018 |
|
2019
|
|
2018
|
|||||||||||||||
Net sales
|
$
|
146.6
|
|
|
$
|
177.4
|
|
|
(17
|
)%
|
|
(3
|
)%
|
|
$
|
(26.7
|
)
|
|
15
|
|
16
|
Segment profit
|
22.0
|
|
|
35.1
|
|
|
(37
|
)
|
|
(28
|
)
|
|
(4.4
|
)
|
|
14
|
|
19
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit as percent of sales
|
15.0
|
%
|
|
19.8
|
%
|
|
(4.8
|
)
|
pp
|
na
|
|
|
na
|
|
|
na
|
|
na
|
na
|
not applicable
|
pp
|
percentage points
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
•
|
successful recruitment, retention and productivity levels of the Company's independent sales forces;
|
•
|
disruptions caused by the introduction of new or revised distributor operating models or sales force compensation systems or allegations by equity analysts, former distributors or sales force members, government agencies or others as to the legality or viability of the Company's business model;
|
•
|
disruptions caused by restructuring and transformation 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 and transformation 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, India, Indonesia and the Philippines;
|
•
|
other risks discussed in Part I, Item 1A,
Risk Factors
, of the Company's
2018
Annual Report on Form 10-K, 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 4.
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Controls and Procedures
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Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
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Item 6.
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Exhibits
|
(a)
|
Exhibits
|
|
|
31.1
|
|
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31.2
|
|
|
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32.1
|
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32.2
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|
101.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
TUPPERWARE BRANDS CORPORATION
|
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|
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By:
|
/
S
/ Cassandra Harris
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Executive Vice President and Chief Financial Officer
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|
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|
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By:
|
/
S
/ Madeline Otero
|
|
|
Vice President and Controller
|
1 Year Tupperware Brands Chart |
1 Month Tupperware Brands Chart |
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