Edgar Filing: TUPPERWARE BRANDS CORP

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 10-Q

________________________________________



x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the 13 weeks ended June 25, 2016



o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition period from to

Commission file number 1-11657

________________________________________

TUPPERWARE BRANDS CORPORATION

(Exact name of registrant as specified in its charter)

________________________________________



Delaware	36-4062333
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

14901 South Orange Blossom Trail, Orlando, Florida	32837
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (407) 826-5050

________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	x		Accelerated filer	o

Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of July 26, 2016, 50,536,295 shares of the common stock, $0.01 par value, of the registrant were outstanding.

Table of Contents

TABLE OF CONTENTS

		Page Number
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Consolidated Statements of Income 13 weeks ended June 25, 2016 and June 27, 2015 and 26 weeks ended June 25, 2016 and June 27, 2015	3

	Consolidated Statements of Comprehensive Income 13 weeks ended June 25, 2016 and June 27, 2015 and 26 weeks ended June 25, 2016 and June 27, 2015	4

	Consolidated Balance Sheets June 25, 2016 and December 26, 2015	5

	Consolidated Statements of Cash Flows 26 weeks ended June 25, 2016 and June 27, 2015	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36

Item 4.	Controls and Procedures	40

PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

Item 6.	Exhibits	41

Signatures		42

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Item 1.	Financial Statements (Unaudited)

TUPPERWARE BRANDS CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



	13 weeks ended				26 weeks ended
(In millions, except per share amounts)	June 25, 2016		June 27, 2015		June 25, 2016		June 27, 2015
Net sales	$	564.7	$	588.9	$	1,090.4	$	1,170.7
Cost of products sold	183.9		189.1		349.9		380.7
Gross margin	380.8		399.8		740.5		790.0

Delivery, sales and administrative expense	298.2		310.1		586.9		623.5
Re-engineering and impairment charges	1.9		1.5		3.0		17.7
Gains on disposal of assets	0.8		10.8		0.9		11.4
Operating income	81.5		99.0		151.5		160.2

Interest income	0.8		0.5		1.5		1.0
Interest expense	11.2		12.0		23.3		25.3
Other expense	0.9		1.1		1.3		8.3
Income before income taxes	70.2		86.4		128.4		127.6

Provision for income taxes	17.8		24.4		32.6		36.1
Net income	$	52.4	$	62.0	$	95.8	$	91.5

Earnings per share:
Basic	$	1.04	$	1.24	$	1.90	$	1.84
Diluted	1.03		1.23		1.89		1.82

Weighted-average shares outstanding:
Basic	50.5		49.8		50.5		49.8
Diluted	50.7		50.4		50.6		50.3

Dividends declared per common share	$	0.68	$	0.68	$	1.36	$	1.36

See accompanying Notes to Consolidated Financial Statements (Unaudited).

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TUPPERWARE BRANDS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	13 weeks ended						26 weeks ended
(In millions)	June 25, 2016			June 27, 2015			June 25, 2016			June 27, 2015
Net income	$	52.4		$	62.0		$	95.8		$	91.5
Other comprehensive income (loss):
Foreign currency translation adjustments	(14.1		)	(19.4		)	(11.8		)	(44.6		)
Deferred loss on cash flow hedges, net of tax benefit of $0.0, $0.2, $1.0 and $0.6, respectively	—			(1.8		)	(3.7		)	(2.2		)
Pension and other post-retirement income (loss), net of tax provision (benefit) of $0.0, $0.0, ($0.3) and $1.1, respectively	0.5			0.1			(0.4		)	3.0
Other comprehensive loss	(13.6		)	(21.1		)	(15.9		)	(43.8		)
Total comprehensive income	$	38.8		$	40.9		$	79.9		$	47.7

See accompanying Notes to Consolidated Financial Statements (Unaudited).

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TUPPERWARE BRANDS CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)



(In millions, except share amounts)	June 25, 2016			December 26, 2015
ASSETS
Cash and cash equivalents	$	79.0		$	79.8
Accounts receivable, less allowances of $34.2 and $32.7, respectively	159.8			142.7
Inventories	270.0			254.6
Non-trade amounts receivable, net	44.5			45.5
Prepaid expenses and other current assets	32.1			27.9
Total current assets	585.4			550.5
Deferred income tax benefits, net	526.3			524.9
Property, plant and equipment, net	255.8			253.6
Long-term receivables, less allowances of $12.7 and $11.2, respectively	13.8			13.2
Trademarks and tradenames, net	77.0			82.7
Goodwill	142.8			146.3
Other assets, net	29.7			27.0
Total assets	$	1,630.8		$	1,598.2
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	89.0		$	126.7
Short-term borrowings and current portion of long-term debt and capital lease obligations	226.8			162.5
Accrued liabilities	304.7			324.8
Total current liabilities	620.5			614.0
Long-term debt and capital lease obligations	607.4			608.2
Other liabilities	224.8			215.0
Shareholders' equity:
Preferred stock, $0.01 par value, 200,000,000 shares authorized; none issued	—			—
Common stock, $0.01 par value, 600,000,000 shares authorized; 63,607,090 shares issued	0.6			0.6
Paid-in capital	205.4			205.5
Retained earnings	1,397.4			1,371.2
Treasury stock, 13,072,895 and 13,170,517 shares, respectively, at cost	(887.4		)	(894.3		)
Accumulated other comprehensive loss	(537.9		)	(522.0		)
Total shareholders' equity	178.1			161.0
Total liabilities and shareholders' equity	$	1,630.8		$	1,598.2

See accompanying Notes to Consolidated Financial Statements (Unaudited).

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TUPPERWARE BRANDS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	26 weeks ended
(In millions)	June 25, 2016			June 27, 2015
Operating Activities:
Net income	$	95.8		$	91.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	30.2			31.0
Unrealized foreign exchange loss	0.3			7.0
Equity compensation	8.2			8.2
Amortization of deferred debt costs	0.3			0.6
Net gains on disposal of assets	(0.8		)	(11.1		)
Provision for bad debts	4.9			6.4
Write-down of inventories	5.0			8.9
Non-cash impact of re-engineering and impairment costs	—			13.5
Net change in deferred income taxes	0.3			(12.6		)
Excess tax benefits from share-based payment arrangements	—			(0.7		)
Changes in assets and liabilities:
Accounts and notes receivable	(19.1		)	(23.0		)
Inventories	(14.4		)	(22.6		)
Non-trade amounts receivable	(6.4		)	(1.9		)
Prepaid expenses	(4.1		)	(5.0		)
Other assets	(1.3		)	0.8
Accounts payable and accrued liabilities	(53.9		)	(37.7		)
Income taxes payable	(25.9		)	(24.3		)
Other liabilities	2.6			0.3
Net cash impact from hedging activity	10.0			(5.1		)
Other	0.1			(0.1		)
Net cash provided by operating activities	31.8			24.1
Investing Activities:
Capital expenditures	(25.3		)	(27.8		)
Proceeds from disposal of property, plant and equipment	2.3			14.4
Net cash used in investing activities	(23.0		)	(13.4		)
Financing Activities:
Dividend payments to shareholders	(69.4		)	(69.7		)
Proceeds from exercise of stock options	0.4			4.9
Repurchase of common stock	(0.8		)	(0.9		)
Repayment of capital lease obligations	(1.3		)	(1.7		)
Net change in short-term debt	58.2			62.1
Debt issuance costs	—			(0.7		)
Excess tax benefits from share-based payment arrangements	—			0.7
Net cash used in financing activities	(12.9		)	(5.3		)
Effect of exchange rate changes on cash and cash equivalents	3.3			(8.3		)
Net change in cash and cash equivalents	(0.8		)	(2.9		)
Cash and cash equivalents at beginning of year	79.8			77.0
Cash and cash equivalents at end of period	$	79.0		$	74.1

See accompanying Notes to Consolidated Financial Statements (Unaudited).

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TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


Note 1:	Summary of Significant Accounting Policies

Basis of Presentation: The condensed consolidated financial statements include the accounts of Tupperware Brands Corporation and its subsidiaries, collectively “Tupperware” or the “Company”, with all intercompany transactions and balances having been eliminated. These condensed consolidated financial statements and related notes should be read in conjunction with the audited 2015 financial statements included in the Company's Annual Report on Form 10-K for the year ended December 26, 2015.

Certain prior year amounts have been reclassified to conform with current year presentation.

These condensed consolidated financial statements are unaudited and have been prepared following the rules and regulations of the United States Securities and Exchange Commission and, in the Company's opinion, reflect all adjustments, including normal recurring items that are necessary for a fair presentation of the results for the interim periods. Certain information and note disclosures normally included in the balance sheet, statements of income, comprehensive income and cash flows prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. Operating results of any interim period presented herein are not necessarily indicative of the results that may be expected for a full fiscal year.

The Company's fiscal year ends on the last Saturday of December. As a result, the 2016 fiscal year will include 53 weeks, as compared with 52 weeks for fiscal 2015, and the fourth quarter of 2016 will include 14 weeks.

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates.


Note 2:	Shipping and Handling Costs

The cost of products sold line item includes costs related to the purchase and manufacture of goods sold by the Company. Among these costs are inbound freight charges, duties, purchasing and receiving costs, inspection costs, depreciation expense, internal transfer costs and warehousing costs of raw material, work in process and packing materials. The warehousing and distribution costs of finished goods are included in delivery, sales and administrative expense (“DS&A”). Distribution costs are comprised of outbound freight and associated labor costs. Fees billed to customers associated with the distribution of products are classified as revenue. The distribution costs included in DS&A expense for the second quarters of 2016 and 2015 were $34.8 million and $35.8 million, respectively, and for the year-to-date periods ended June 25, 2016 and June 27, 2015 were $66.5 million and $70.5 million, respectively.


Note 3:	Promotional Costs

The Company frequently makes promotional offers to members of its independent sales force to encourage them to fulfill specific goals or targets for sales levels, party attendance, addition of new sales force members or other business-critical functions. The awards offered are in the form of product awards, special prizes or trips.

The Company accrues for the costs of these awards during the period over which the sales force qualifies for the award and reports these costs primarily as a component of DS&A expense. These accruals require estimates as to the cost of the awards, based upon estimates of achievement and actual cost to be incurred. During the qualification period, actual results are monitored, and changes to the original estimates are made when known. Promotional and other sales force compensation expenses included in DS&A expense totaled $98.0 million and $97.8 million for the second quarters of 2016 and 2015, respectively, and $191.7 million and $199.8 million for the year-to-date periods ended June 25, 2016 and June 27, 2015, respectively.

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TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)


Note 4:	Inventories



(In millions)	June 25, 2016		December 26, 2015
Finished goods	$	208.4	$	203.2
Work in process	25.6		21.0
Raw materials and supplies	36.0		30.4
Total inventories	$	270.0	$	254.6


Note 5:	Net Income Per Common Share

Basic per share information is calculated by dividing net income by the weighted average number of shares outstanding. Diluted per share information is calculated by also considering the impact of potential common stock on both net income and the weighted average number of shares outstanding.

The elements of the earnings per share computations were as follows:



	13 weeks ended				26 weeks ended
(In millions, except per share amounts)	June 25, 2016		June 27, 2015		June 25, 2016		June 27, 2015
Net income	$	52.4	$	62.0	$	95.8	$	91.5
Weighted-average shares of common stock outstanding	50.5		49.8		50.5		49.8
Common equivalent shares:
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance share units	0.2		0.6		0.1		0.5
Weighted-average common and common equivalent shares outstanding	50.7		50.4		50.6		50.3
Basic earnings per share	$	1.04	$	1.24	$	1.90	$	1.84
Diluted earnings per share	$	1.03	$	1.23	$	1.89	$	1.82
Shares excluded from the determination of potential common stock because inclusion would have been anti-dilutive	1.6		0.7		1.7		0.7

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TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)


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 26, 2015	$	(490.6	)	$	4.3		$	(35.7	)	$	(522.0	)
Other comprehensive loss before reclassifications	(11.8		)	(0.8		)	(1.0		)	(13.6		)
Amounts reclassified from accumulated other comprehensive loss	—			(2.9		)	0.6			(2.3		)
Net current-period other comprehensive loss	(11.8		)	(3.7		)	(0.4		)	(15.9		)
Balance at June 25, 2016	$	(502.4	)	$	0.6		$	(36.1	)	$	(537.9	)



(In millions, net of tax)	Foreign Currency Items			Cash Flow Hedges			Pension and Other Post-retirement Items			Total
Balance at December 27, 2014	$	(368.3	)	$	7.8		$	(48.2	)	$	(408.7	)
Other comprehensive income (loss) before reclassifications	(44.6		)	4.4			1.5			(38.7		)
Amounts reclassified from accumulated other comprehensive loss	—			(6.6		)	1.5			(5.1		)
Net current-period other comprehensive income (loss)	(44.6		)	(2.2		)	3.0			(43.8		)
Balance at June 27, 2015	$	(412.9	)	$	5.6		$	(45.2	)	$	(452.5	)

Pretax amounts reclassified from accumulated other comprehensive loss that related to cash flow hedges consisted of net gains of $4.0 million and $8.5 million for the year-to-date periods ended June 25, 2016 and June 27, 2015, respectively. Associated with these items were tax provisions of $1.1 million and $1.9 million, respectively. See Note 10 for further discussion of derivatives.

For the year-to-date periods ended June 25, 2016 and June 27, 2015, pretax amounts reclassified from accumulated other comprehensive loss related to pension and other post-retirement items consisted of prior service benefits of $0.7 million and $0.6 million, respectively, pension settlement costs of $0.6 million and $0.4 million, respectively and actuarial losses of $0.8 million and $2.1 million, respectively. The tax benefits associated with these items were $0.1 million and $0.4 million, respectively. See Note 12 for further discussion of pension and other post-retirement benefit costs.

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TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)


Note 7:	Re-engineering and Impairment Costs

The Company recorded $1.9 million and $1.5 million in re-engineering charges during the second quarters of 2016 and 2015, respectively, and $3.0 million and $4.2 million for the year-to-date periods ended June 25, 2016 and June 27, 2015, respectively.

In both years, these charges were primarily related to severance costs incurred for headcount reductions in several of the Company’s operations in connection with changes in its management and organizational structures.

The balances included in accrued liabilities related to re-engineering and impairment charges as of June 25, 2016 and December 26, 2015 were as follows:



(In millions)	June 25, 2016			December 26, 2015
Beginning of the year balance	$	1.7		$	2.4
Provision	3.0			6.8
Non-cash charges	(0.1		)	(0.2		)
Cash expenditures:
Severance	(2.0		)	(5.8		)
Other	(0.9		)	(1.5		)
End of period balance	$	1.7		$	1.7

The accrual balance as of June 25, 2016, related primarily to severance payments to be made by the end of the third quarter of 2016.

Included in the re-engineering and impairment caption on the Company's consolidated statement of income in the year-to-date period of 2015 was $13.5 million in long-term fixed asset impairments in Venezuela.


Note 8:	Segment Information

The Company manufactures and distributes a broad portfolio of products, primarily through independent direct sales consultants. Certain operating segments have been aggregated based upon consistency of economic substance, geography, products, production process, class of customers and distribution method.

Effective from the first quarter of 2016, the Nutrimetics business in France, previously reported in the Asia Pacific segment, is being reported in the Europe segment. Comparable information from prior periods has been reclassified to conform with the new presentation. In full year 2015, Nutrimetics France generated less than one half percent of total sales.

The Company's reportable segments include the following:



Europe	Primarily design-centric preparation, storage and serving solutions for the kitchen and home through the Tupperware^® brand. Europe also includes Avroy Shlain^® in South Africa and Nutrimetics^® in France, which sell beauty and personal care products. Some units in Asia Pacific also sell beauty and personal care products under the NaturCare^®, Nutrimetics^® and Fuller^® brands.
Asia Pacific
Tupperware North America
Beauty North America	Premium cosmetics, skin care and personal care products marketed under the BeautiControl^® brand in the United States, Canada and Puerto Rico and Fuller Cosmetics^® brands in Mexico and Central America.
South America	Both housewares and beauty products under the Fuller^®, Nutrimetics^®, Nuvo^® and Tupperware^® brands.

Worldwide sales of beauty and personal care products totaled $96.8 million and $115.4 million in the second quarters of 2016 and 2015, respectively, and $184.9 million and $228.3 million in the respective year-to-date periods.

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TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)



	13 weeks ended						26 weeks ended
(In millions)	June 25, 2016			June 27, 2015			June 25, 2016			June 27, 2015
Net sales:
Europe	$	138.4		$	158.3		$	292.3		$	332.1
Asia Pacific	194.3			191.5			365.9			381.1
Tupperware North America	93.1			93.8			176.3			173.3
Beauty North America	53.4			65.9			102.3			128.8
South America	85.5			79.4			153.6			155.4
Total net sales	$	564.7		$	588.9		$	1,090.4		$	1,170.7
Segment profit (loss):
Europe	$	14.6		$	26.5		$	39.8		$	55.4
Asia Pacific	46.7			41.4			83.6			80.8
Tupperware North America	19.4			20.2			34.0			33.2
Beauty North America	1.4			3.3			(0.3		)	3.0
South America	15.6			13.7			28.6			16.9
Total segment profit	$	97.7		$	105.1		$	185.7		$	189.3
Unallocated expenses	(16.0		)	(16.5		)	(33.4		)	(31.1		)
Re-engineering and impairment charges (a)	(1.9		)	(1.5		)	(3.0		)	(17.7		)
Gains on disposal of assets	0.8			10.8			0.9			11.4
Interest expense, net	(10.4		)	(11.5		)	(21.8		)	(24.3		)
Income before taxes	$	70.2		$	86.4		$	128.4		$	127.6



(In millions)	June 25, 2016		December 26, 2015
Identifiable assets:
Europe	$	287.7	$	276.5
Asia Pacific	308.6		290.2
Tupperware North America	144.9		121.2
Beauty North America	234.6		254.0
South America	115.6		96.9
Corporate	539.4		559.4
Total identifiable assets	$	1,630.8	$	1,598.2

_________________________


(a)	See Note 7 to the unaudited Consolidated Financial Statements for a discussion of re-engineering and impairment charges.


Note 9:	Debt

Debt Obligations



(In millions)	June 25, 2016		December 26, 2015
Fixed rate senior notes due 2021	$	599.4	$	599.3
Five year Revolving Credit Agreement (a)	224.7		155.8
Belgium facility capital lease	9.8		10.6
Other	0.3		5.0
Total debt obligations	$	834.2	$	770.7

____________________


(a)	$195.0 million and $153.7 million denominated in euros as of June 25, 2016 and December 26, 2015, respectively.

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TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Credit Agreement

As of June 25, 2016, the Company had a weighted average interest rate on outstanding LIBOR based borrowings of 1.55 percent under the Credit Agreement.

At June 25, 2016, the Company had $632.1 million of unused lines of credit, including $374.0 million under the committed, secured Credit Agreement, and $258.1 million available under various uncommitted lines around the world.

The Credit Agreement has customary financial covenants related to interest coverage and leverage. These restrictions are not expected to impact the Company's operations. As of June 25, 2016, and currently, the Company had considerable cushion under its financial covenants.


Note 10:	Derivative Instruments and Hedging Activities

The Company is exposed to fluctuations in foreign currency exchange rates on the earnings, cash flows and financial position of its international operations. Although this currency risk is partially mitigated by the natural hedge arising from the Company's local manufacturing in many markets, a strengthening U.S. dollar generally has a negative impact on the Company. In response to these fluctuations, the Company uses financial instruments to hedge certain of its exposures and to manage the foreign exchange impact to its financial statements. At its inception, a derivative financial instrument is designated as a fair value, cash flow or net equity hedge.

Fair value hedges are entered into with financial instruments such as forward contracts, with the objective of limiting exposure to certain foreign exchange risks primarily associated with accounts payable and non-permanent intercompany transactions. For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in current earnings. In assessing hedge effectiveness, the Company excludes forward points, which are considered to be a component of interest expense. The forward points on fair value hedges resulted in pretax gains of $3.9 million and $3.7 million in the second quarters of 2016 and 2015, respectively, and $7.8 million and $6.4 million for the respective year-to-date periods.

The Company also uses derivative financial instruments to hedge foreign currency exposures resulting from certain forecasted purchases and classifies these as cash flow hedges. At initiation, the Company's cash flow hedge contracts are generally for periods ranging from one to fifteen months. The effective portion of the gain or loss on the hedging instrument is recorded in other comprehensive income and is reclassified into earnings as the transactions being hedged are recorded. As such, the balance at the end of the current reporting period in other comprehensive income, related to cash flow hedges, will generally be reclassified into earnings within the next twelve months. The associated asset or liability on the open hedges is recorded in other current assets or accrued liabilities, as applicable. In assessing hedge effectiveness, the Company excludes forward points, which are included as a component of interest expense.

The Company also uses financial instruments, such as forward contracts and certain euro denominated borrowings under the Company's Credit Agreement, to hedge a portion of its net equity investment in international operations and classifies these as net equity hedges. Changes in the value of these financial instruments, excluding any ineffective portion of the hedges, are included in foreign currency translation adjustments within accumulated other comprehensive loss. The Company recorded, net of tax, in other comprehensive income a net gain of $7.1 million and $3.4 million associated with these hedges in the second quarter and year-to-date periods of 2016, respectively, and a net gain of $6.9 million and $26.4 million associated with such hedges for the respective periods of 2015. Due to the permanent nature of the investments, the Company does not anticipate reclassifying any portion of these amounts to the income statement in the next twelve months. In assessing hedge effectiveness, the Company excludes forward points, which are included as a component of interest expense.

While the forward contracts used for net equity and fair value hedges of non-permanent intercompany balances mitigate its exposure to foreign exchange gains or losses, they result in an impact to operating cash flows as they are settled, whereas the hedged items do not generate offsetting cash flows. The net cash flow impact of these currency hedges for the year-to-date periods ended June 25, 2016 and June 27, 2015 were inflow of $10.0 million and outflow of $5.1 million, respectively.

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TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The Company considers the total notional value of its forward contracts as the best measure of the volume of derivative transactions. As of June 25, 2016 and December 26, 2015, the notional amounts of outstanding forward contracts to purchase currencies were $107.5 million and $141.9 million, respectively, and the notional amounts of outstanding forward contracts to sell currencies were $114.1 million and $137.4 million, respectively. As of June 25, 2016, the notional values of the largest positions outstanding were to purchase euro $74.8 million and to sell U.S. dollars $24.6 million.

The following table summarizes the Company's derivative positions, which are the only assets and liabilities recorded at fair value on a recurring basis, and the impact they had on the Company's financial position as of June 25, 2016 and December 26, 2015. Fair values were determined based on third party quotations (Level 2 fair value measurement):

Asset derivatives

Liability derivatives

Fair value

Derivatives designated as hedging instruments (in millions)

Balance sheet location

Jun 25,
2016

Dec 26,
2015

Balance sheet location

Jun 25,
2016

Dec 26,
2015

Foreign exchange contracts

Non-trade amounts receivable

14.7

21.5

Accrued liabilities

18.0

14.6

The following table summarizes the impact of the Company's fair value hedging positions on the results of operations for the second quarters of 2016 and 2015:



Derivatives designated as fair value hedges (in millions)	Location of gain or (loss) recognized in income on derivatives	Amount of gain or (loss) recognized in income on derivatives						Location of gain or (loss) recognized in income on related hedged items	Amount of gain or (loss) recognized in income on related hedged items
		2016			2015				2016		2015
Foreign exchange contracts	Other expense	$	(5.8	)	$	(15.0	)	Other expense	$	5.9	$	14.8

The following table summarizes the impact of the Company's hedging activities on comprehensive income for the second quarters of 2016 and 2015:



Cash flow and net equity hedges (in millions)	Amount of gain or (loss) recognized in OCI (effective portion)						Location of gain or (loss) reclassified from accumulated OCI into income (effective portion)	Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion)				Location of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)	Amount of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
Cash flow hedging relationships	2016			2015				2016		2015			2016			2015
Foreign exchange contracts	$	1.1		$	2.1		Cost of products sold	$	1.0	$	4.2	Interest expense	$	(1.2	)	$	(1.7	)
Net equity hedging relationships
Foreign exchange contracts	11.4			12.8			Other expense	—		—		Interest expense	(4.4		)	(4.5		)
Euro denominated debt	(0.3		)	(1.9		)	Other expense	—		—		Interest expense	—			—

The following table summarizes the impact of the Company's fair value hedging positions on the results of operations for the year-to-date periods ended June 25, 2016 and June 27, 2015:



Derivatives designated as fair value hedges (in millions)	Location of gain or (loss) recognized in income on derivatives	Amount of gain or (loss) recognized in income on derivatives						Location of gain or (loss) recognized in income on related hedged items	Amount of gain or (loss) recognized in income on related hedged items
		2016			2015				2016		2015
Foreign exchange contracts	Other expense	$	(4.4	)	$	(39.8	)	Other expense	$	4.5	$	40.0

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TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The following table summarizes the impact of the Company's hedging activities on comprehensive income for the year-to-date periods ended June 25, 2016 and June 27, 2015:



Cash flow and net equity hedges (in millions)	Amount of gain or (loss) recognized in OCI (effective portion)					Location of gain or (loss) reclassified from accumulated OCI into income (effective portion)	Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion)				Location of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)	Amount of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
Cash flow hedging relationships	2016			2015			2016		2015			2016			2015
Foreign exchange contracts	$	(0.6	)	$	5.5	Cost of products sold	$	4.0	$	8.5	Interest expense	$	(2.8	)	$	(4.6	)
Net equity hedging relationships
Foreign exchange contracts	8.4			32.3		Other expense	—		—		Interest expense	(9.6		)	(8.0		)
Euro denominated debt	(3.0		)	9.0		Other expense	—		—		Interest expense	—			—


Note 11:	Fair Value Measurements

Due to their short maturities or their insignificance, the carrying amounts of cash and cash equivalents, accounts and notes receivable, accounts payable, accrued liabilities and short-term borrowings approximated their fair values at June 25, 2016 and December 26, 2015. The Company estimates that, based on current market conditions, the value of its 4.75% 2021 senior notes was $649.6 million at June 25, 2016, compared with the carrying value of $599.4 million. The higher fair value resulted from changes, since issuance, in the corporate bond market and investor preferences. The fair value of debt is classified as a Level 2 liability, and is estimated using quoted market prices as provided in secondary markets that consider the Company's credit risk and market related conditions. See Note 10 to the Consolidated Financial Statements for discussion of the Company's derivative instruments and related fair value measurements.


Note 12:	Retirement Benefit Plans

Components of net periodic benefit cost for the second quarter and year-to-date periods ended June 25, 2016 and June 27, 2015 were as follows:



	Second Quarter												Year-to-Date
	Pension benefits						Post-retirement benefits						Pension benefits						Post-retirement benefits
(In millions)	2016			2015			2016			2015			2016			2015			2016			2015
Service cost	$	2.7		$	2.7		$	—		$	—		$	5.4		$	5.5		$	—		$	—
Interest cost	1.6			1.7			0.2			0.2			3.2			3.5			0.4			0.4
Expected return on plan assets	(1.3		)	(1.4		)	—			—			(2.7		)	(2.8		)	—			—
Settlement/curtailment	0.6			0.4			—			—			0.6			0.4			—			—
Net amortization	0.4			1.1			(0.4		)	(0.3		)	0.8			2.1			(0.7		)	(0.6		)
Net periodic benefit cost	$	4.0		$	4.5		$	(0.2	)	$	(0.1	)	$	7.3		$	8.7		$	(0.3	)	$	(0.2	)

During the year-to-date periods ending June 25, 2016 and June 27, 2015, approximately $0.7 million and $1.9 million, respectively, of pretax expenses were reclassified from other comprehensive income to a component of net periodic benefit cost. As they relate to non-U.S. plans, the Company uses current exchange rates to make these reclassifications. The impact of exchange rate fluctuations is included on the net amortization line of the table above.

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TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)


Note 13:	Income Taxes

The effective tax rate was 25.4 percent for both the second quarter and year-to-date periods of 2016, compared with 28.3 percent for the comparable 2015 periods. The 2015 rates were higher due to losses incurred related to the devaluation of the Venezuelan bolivar for which no tax benefit was recognized and the mix of earnings and additional foreign tax credit benefits in 2016. The effective tax rates are below the U.S. statutory rate primarily due to lower foreign effective tax rates.

As of June 25, 2016 and December 26, 2015, the Company's gross unrecognized tax benefit was $22.1 million and $21.8 million, respectively. The Company estimates that approximately $20.2 million of the unrecognized tax benefits, if recognized, would impact the effective tax rate. Interest and penalties related to uncertain tax positions in the Company's global operations are recorded as a component of the provision for income taxes. Accrued interest and penalties were $6.3 million and $6.0 million as of the periods ended June 25, 2016 and December 26, 2015. The accrual for uncertain tax positions increased by $0.7 million for positions being taken in various global tax filings.

The Company estimates that it may settle one or more foreign audits in the next twelve months that may result in a decrease in the amount of accrual for uncertain tax positions of up to $1.0 million. For the remaining balance as of June 25, 2016, the Company is not able to reliably estimate the timing or ultimate settlement amount. While the Company does not currently expect material changes, it is possible that the amount of unrecognized benefit with respect to the uncertain tax positions will significantly increase or decrease related to audits in various foreign jurisdictions that may conclude during that period or new developments that could also, in turn, impact the Company's assessment relative to the establishment of valuation allowances against certain existing deferred tax assets. These valuation allowances relate to tax assets in jurisdictions where it is management's best estimate that there is not a greater than 50 percent probability that the benefit of the assets will be realized in the associated tax returns. The likelihood of realizing the benefit of deferred tax assets is assessed on an ongoing basis. This assessment requires estimates as to future operating results, as well as an evaluation of the effectiveness of the Company's tax planning strategies. At this time, the Company is not able to make a reasonable estimate of the range of impact on the balance of unrecognized tax benefits or the impact on the effective tax rate related to these items.


Note 14:	Statement of Cash Flow Supplemental Disclosure

Under the Company's stock incentive programs, employees are allowed to use shares retained by the Company to satisfy minimum statutorily required withholding taxes in certain jurisdictions. In the year-to-date periods ended June 25, 2016 and June 27, 2015, 16,602 and 12,300 shares, respectively, were retained to fund withholding taxes, with values totaling $0.8 million and $0.9 million, respectively, which were included as a component of stock repurchases in the Consolidated Statements of Cash Flows.

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TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)


Note 15:	Stock Based Compensation

Stock option activity for 2016 is summarized in the following table:



	Shares subject to option		Weighted average exercise price per share		Aggregate intrinsic value (in millions)
Outstanding at December 26, 2015	2,100,478		$	56.92
Expired / Forfeited	(7,270	)	61.43
Exercised	(19,742	)	22.36
Outstanding at June 25, 2016	2,073,466		$	57.24	$	5.8
Exercisable at June 25, 2016	1,241,102		$	55.14	$	5.8

The intrinsic value of options exercised totaled $0.7 million and $0.3 million in the second quarters of 2016 and 2015, respectively, and $0.7 million and $2.6 million in the respective year-to-date periods.

The Company also has time-vested, performance-vested and market-vested share awards. The activity for such awards in 2016 is summarized in the following table:



	Shares outstanding		Weighted average grant date fair value
December 26, 2015	550,467		$	69.71
Time-vested shares granted	42,751		55.97
Market-vested shares granted	30,019		49.55
Performance shares granted	89,321		49.95
Performance share adjustments	(5,624	)	60.79
Vested	(104,892	)	75.71
Forfeited	(17,666	)	74.89
June 25, 2016	584,376		$	63.34

Compensation expense related to the Company's stock based compensation for the second quarter and year-to-date periods ended June 25, 2016 and June 27, 2015 were as follows:



	Second Quarter				Year-to-Date
(In millions)	2016		2015		2016		2015
Stock options	$	0.7	$	0.5	$	1.3	$	1.1
Time, performance and market vested share awards	3.6		3.9		6.9		7.1

As of June 25, 2016, total unrecognized stock based compensation expense related to all stock based awards was $30.4 million, which is expected to be recognized over a weighted average period of 2.1 years.

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TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)


Note 16:	Allowance for Long-Term Receivables

As of June 25, 2016, $11.3 million of long-term receivables from both active and inactive customers were considered past due, the majority of which were reserved through the Company's allowance for uncollectible accounts.

The balance of the allowance for long-term receivables as of June 25, 2016 was as follows:



(In millions)
Balance at December 26, 2015	$	11.2
Write-offs	(1.0		)
Provision and reclassifications	1.9
Currency translation adjustment	0.6
Balance at June 25, 2016	$	12.7


Note 17:	Guarantor Information

The Company's payment obligations under its senior notes due in 2021 are fully and unconditionally guaranteed, on a senior secured basis, by Dart Industries Inc. (the "Guarantor"). The guarantee is secured by certain "Tupperware" trademarks and service marks owned by the Guarantor.

Condensed consolidated financial information as of June 25, 2016 and December 26, 2015 and for the quarter-to-date periods ended June 25, 2016 and June 27, 2015 for Tupperware Brands Corporation (the "Parent"), the Guarantor and all other subsidiaries (the "Non-Guarantors") is as follows.

Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent and Guarantor of the equity method of accounting to reflect ownership interests in subsidiaries that are eliminated upon consolidation. The Guarantor is 100% owned by the Parent, and there are certain entities within the Non-Guarantors classification that the Parent owns directly. There are no significant restrictions on the ability of either the Parent or the Guarantor to obtain adequate funds from their respective subsidiaries by dividend or loan that should interfere with their ability to meet their operating needs or debt repayment obligations.

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TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Consolidating Statement of Income



	13 Weeks Ended June 25, 2016
(In millions)	Parent			Guarantor			Non-Guarantors		Eliminations			Total
Net sales	$	—		$	—		$	565.6	$	(0.9	)	$	564.7
Other revenue	—			30.2			7.7		(37.9		)	—
Cost of products sold	—			7.7			212.8		(36.6		)	183.9
Gross margin	—			22.5			360.5		(2.2		)	380.8
Delivery, sales and administrative expense	3.5			13.8			283.1		(2.2		)	298.2
Re-engineering and impairment charges	—			—			1.9		—			1.9
Gains on disposal of assets	—			—			0.8		—			0.8
Operating income (loss)	(3.5		)	8.7			76.3		—			81.5
Interest income	5.1			0.5			5.9		(10.7		)	0.8
Interest expense	7.7			12.1			2.1		(10.7		)	11.2
Income from equity investments in subsidiaries	56.3			54.7			—		(111.0		)	—
Other expense (income)	0.1			(12.2		)	13.0		—			0.9
Income before income taxes	50.1			64.0			67.1		(111.0		)	70.2
Provision (benefit) for income taxes	(2.3		)	1.5			18.6		—			17.8
Net income (loss)	$	52.4		$	62.5		$	48.5	$	(111.0	)	$	52.4
Comprehensive income (loss)	$	38.8		$	49.2		$	28.8	$	(78.0	)	$	38.8

Consolidating Statement of Income



	13 Weeks Ended June 27, 2015
(In millions)	Parent			Guarantor			Non-Guarantors		Eliminations			Total
Net sales	$	—		$	—		$	589.6	$	(0.7	)	$	588.9
Other revenue	—			28.5			9.7		(38.2		)	—
Cost of products sold	—			9.7			215.9		(36.5		)	189.1
Gross margin	—			18.8			383.4		(2.4		)	399.8
Delivery, sales and administrative expense	4.1			20.8			287.6		(2.4		)	310.1
Re-engineering and impairment charges	—			—			1.5		—			1.5
Gains on disposal of assets	—			—			10.8		—			10.8
Operating income (loss)	(4.1		)	(2.0		)	105.1		—			99.0
Interest income	8.1			6.2			1.4		(15.2		)	0.5
Interest expense	12.1			9.0			6.1		(15.2		)	12.0
Income from equity investments in subsidiaries	66.9			64.6			—		(131.5		)	—
Other expense	—			—			1.1		—			1.1
Income before income taxes	58.8			59.8			99.3		(131.5		)	86.4
Provision (benefit) for income taxes	(3.2		)	(2.3		)	29.9		—			24.4
Net income (loss)	$	62.0		$	62.1		$	69.4	$	(131.5	)	$	62.0
Comprehensive income (loss)	$	40.9		$	42.2		$	58.7	$	(100.9	)	$	40.9

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TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Consolidating Statement of Income



	26 Weeks Ended June 25, 2016
(In millions)	Parent			Guarantor			Non-Guarantors		Eliminations			Total
Net sales	$	—		$	—		$	1,092.6	$	(2.2	)	$	1,090.4
Other revenue	—			55.5			15.4		(70.9		)	—
Cost of products sold	—			15.4			403.0		(68.5		)	349.9
Gross margin	—			40.1			705.0		(4.6		)	740.5
Delivery, sales and administrative expense	6.7			36.2			548.6		(4.6		)	586.9
Re-engineering and impairment charges	—			—			3.0		—			3.0
Gains on disposal of assets	—			—			0.9		—			0.9
Operating income (loss)	(6.7		)	3.9			154.3		—			151.5
Interest income	10.2			0.9			12.1		(21.7		)	1.5
Interest expense	16.4			24.4			4.2		(21.7		)	23.3
Income from equity investments in subsidiaries	104.1			108.1			—		(212.2		)	—
Other expense (income)	0.1			(16.3		)	17.5		—			1.3
Income before income taxes	91.1			104.8			144.7		(212.2		)	128.4
Provision (benefit) for income taxes	(4.7		)	(5.7		)	43.0		—			32.6
Net income (loss)	$	95.8		$	110.5		$	101.7	$	(212.2	)	$	95.8
Comprehensive income (loss)	$	79.9		$	96.3		$	78.3	$	(174.6	)	$	79.9

Consolidating Statement of Income



	26 Weeks Ended June 27, 2015
(In millions)	Parent			Guarantor			Non-Guarantors		Eliminations			Total
Net sales	$	—		$	—		$	1,171.6	$	(0.9	)	$	1,170.7
Other revenue	—			56.8			14.9		(71.7		)	—
Cost of products sold	—			14.9			434.0		(68.2		)	380.7
Gross margin	—			41.9			752.5		(4.4		)	790.0
Delivery, sales and administrative expense	7.6			38.7			581.6		(4.4		)	623.5
Re-engineering and impairment charges	—			—			17.7		—			17.7
Gains on disposal of assets	—			—			11.4		—			11.4
Operating income (loss)	(7.6		)	3.2			164.6		—			160.2
Interest income	15.3			12.7			2.4		(29.4		)	1.0
Interest expense	24.9			17.1			12.7		(29.4		)	25.3
Income from equity investments in subsidiaries	102.2			99.3			—		(201.5		)	—
Other expense	—			—			8.3		—			8.3
Income before income taxes	85.0			98.1			146.0		(201.5		)	127.6
Provision (benefit) for income taxes	(6.5		)	(0.7		)	43.3		—			36.1
Net income (loss)	$	91.5		$	98.8		$	102.7	$	(201.5	)	$	91.5
Comprehensive income (loss)	$	47.7		$	49.8		$	63.5	$	(113.3	)	$	47.7

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TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Condensed Consolidating Balance Sheet



	June 25, 2016
(In millions)	Parent		Guarantor		Non-Guarantors		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	0.7	$	78.3	$	—		$	79.0
Accounts receivable, net	—		—		159.8		—			159.8
Inventories	—		—		270.0		—			270.0
Non-trade amounts receivable, net	—		39.1		116.5		(111.1		)	44.5
Intercompany receivables	16.9		761.2		260.8		(1,038.9		)	—
Prepaid expenses and other current assets	1.8		4.5		115.9		(90.1		)	32.1
Total current assets	18.7		805.5		1,001.3		(1,240.1		)	585.4
Deferred income tax benefits, net	142.6		219.1		164.6		—			526.3
Property, plant and equipment, net	—		45.2		210.6		—			255.8
Long-term receivables, net	—		0.1		13.7		—			13.8
Trademarks and tradenames, net	—		—		77.0		—			77.0
Goodwill	—		2.9		139.9		—			142.8
Investments in subsidiaries	1,254.8		1,271.1		—		(2,525.9		)	—
Intercompany notes receivable	472.5		95.2		642.2		(1,209.9		)	—
Other assets, net	1.4		0.7		83.1		(55.5		)	29.7
Total assets	$	1,890.0	$	2,439.8	$	2,332.4	$	(5,031.4	)	$	1,630.8
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	—	$	1.7	$	87.3	$	—		$	89.0
Short-term borrowings and current portion of long-term debt and capital lease obligations	121.0		—		105.8		—			226.8
Intercompany payables	689.3		261.3		88.3		(1,038.9		)	—
Accrued liabilities	148.7		103.3		253.9		(201.2		)	304.7
Total current liabilities	959.0		366.3		535.3		(1,240.1		)	620.5
Long-term debt and capital lease obligations	599.4		—		8.0		—			607.4
Intercompany notes payable	141.0		774.2		294.7		(1,209.9		)	—
Other liabilities	12.5		81.4		186.4		(55.5		)	224.8
Shareholders' equity	178.1		1,217.9		1,308.0		(2,525.9		)	178.1
Total liabilities and shareholders' equity	$	1,890.0	$	2,439.8	$	2,332.4	$	(5,031.4	)	$	1,630.8

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TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Condensed Consolidating Balance Sheet



	December 26, 2015
(In millions)	Parent		Guarantor		Non-Guarantors		Eliminations		Total
ASSETS
Cash and cash equivalents	$	—	$	—	$	79.8	$	—	$	79.8
Accounts receivable, net	—		—		142.7		—		142.7