Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the 13 weeks ended JuneMarch 30, 20182019
OR
oTransition 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)  
 

Delaware36-4062333
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
  
14901 South Orange Blossom Trail, Orlando, Florida32837
(Address of principal executive offices)(Zip Code)
 Registrant's telephone number, including area code: (407) 826-5050

 

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockTUPNew York Stock Exchange

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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerx Accelerated filero
     
Non-accelerated filero(Do not check if a smaller reporting company)Smaller reporting companyo
     
   Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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, 2018April 30, 2019, 50,022,38048,736,747 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) 
   
 
   
 
   
 
   
 
   
 
   
Item 2.
   
Item 3.
   
Item 4.
 
PART II. OTHER INFORMATION
   
Item 2.
   
Item 6.
  


Item 1.Financial Statements (Unaudited)
TUPPERWARE BRANDS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
13 weeks ended 26 weeks ended13 weeks ended
(In millions, except per share amounts)June 30,
2018
 July 1,
2017
 June 30,
2018
 July 1,
2017
March 30,
2019
 March 31,
2018
Net sales$535.4
 $572.9
 $1,078.0
 $1,127.7
$487.3
 $542.6
Cost of products sold173.5
 182.6
 352.5
 360.3
161.2
 179.0
Gross margin361.9
 390.3
 725.5
 767.4
326.1
 363.6
          
Delivery, sales and administrative expense272.8
 299.0
 562.0
 596.9
262.7
 289.2
Re-engineering and impairment charges2.1
 32.6
 9.7
 34.9
4.3
 7.6
Impairment of goodwill
 62.9
 
 62.9
Gains on disposal of assets12.4
 3.1
 14.6
 3.2
Operating income (loss)99.4
 (1.1) 168.4
 75.9
(Loss) gain on disposal of assets(0.9) 2.2
Operating income58.2
 69.0
          
Interest income0.7
 0.7
 1.4
 1.2
0.6
 0.7
Interest expense11.9
 11.6
 23.0
 23.2
10.2
 11.1
Other (income) expense(0.4) 0.7
 (0.2) 2.4
(3.3) 0.2
Income (loss) before income taxes88.6
 (12.7) 147.0
 51.5
Income before income taxes51.9
 58.4
          
Provision for income taxes24.8
 5.0
 47.5
 21.8
15.0
 22.7
Net income (loss)$63.8

$(17.7) $99.5
 $29.7
Net income$36.9
 $35.7
          
Earnings (loss) per share: 
  
    
Earnings per share:   
Basic$1.26
 $(0.35) $1.96
 $0.59
$0.76
 $0.70
Diluted1.26
 (0.35) 1.95
 0.58
0.76
 0.70
          
Weighted-average shares outstanding:   
       
Basic50.5
 50.8
 50.8
 50.7
48.7
 51.1
Diluted50.7
 50.8
 51.0
 51.2
48.8
 51.3
       
Dividends declared per common share$0.68
 $0.68
 $1.36
 $1.36

See accompanying Notes to Consolidated Financial Statements (Unaudited).

TUPPERWARE BRANDS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 13 weeks ended 26 weeks ended
(In millions)June 30,
2018
 July 1,
2017
 June 30,
2018
 July 1,
2017
Net income (loss)$63.8
 $(17.7) $99.5
 $29.7
Other comprehensive income:       
Foreign currency translation adjustments(55.1) 9.8
 (45.0) 52.2
Deferred gain (loss) on cash flow hedges, net of tax benefit (provision) of ($0.6), $0.4, ($0.3) and $1.8, respectively2.5
 (1.4) 1.8
 (5.9)
Pension and other post-retirement benefits (costs), net of tax benefit (provision) of ($0.6),$0.7, $0 and $1.4, respectively2.5
 (1.6) 0.8
 (3.3)
Other comprehensive income (loss)(50.1) 6.8
 (42.4) 43.0
Total comprehensive income (loss)$13.7
 $(10.9) $57.1
 $72.7
 13 weeks ended
(In millions)March 30,
2019
 March 31,
2018
Net income$36.9
 $35.7
Other comprehensive income:   
Foreign currency translation adjustments20.7
 10.1
Deferred loss on cash flow hedges, net of tax benefit of $0.6 and $0.3, respectively(1.8) (0.7)
Pension and other post-retirement benefits (costs), net of tax (provision) benefit of ($0.1) and $0.6, respectively0.1
 (1.7)
Other comprehensive income19.0
 7.7
Total comprehensive income$55.9
 $43.4

See accompanying Notes to Consolidated Financial Statements (Unaudited).

TUPPERWARE BRANDS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions, except share amounts)June 30,
2018
 December 30,
2017
March 30,
2019
 December 29,
2018
ASSETS 
  
 
  
Cash and cash equivalents$98.0
 $144.1
$146.8
 $149.0
Accounts receivable, less allowances of $42.8 and $38.2, respectively163.3
 144.4
Accounts receivable, less allowances of $49.5 and $45.3, respectively167.0
 144.7
Inventories281.6
 262.2
269.0
 257.7
Non-trade amounts receivable, net63.4
 58.6
51.8
 49.9
Prepaid expenses and other current assets24.8
 21.2
21.0
 19.3
Total current assets631.1
 630.5
655.6
 620.6
Deferred income tax benefits, net236.3
 278.0
226.7
 217.0
Property, plant and equipment, net271.5
 278.2
277.9
 276.0
Long-term receivables, less allowances of $15.2 and $16.5, respectively18.5
 19.3
Long-term receivables, less allowances of $16.8 and $16.0, respectively17.6
 18.7
Trademarks and tradenames, net57.2
 62.5
52.3
 52.9
Goodwill76.9
 78.9
77.5
 76.1
Operating lease assets82.0
 
Other assets, net46.6
 40.6
49.2
 47.5
Total assets$1,338.1
 $1,388.0
$1,438.8
 $1,308.8
LIABILITIES AND SHAREHOLDERS' EQUITY 
  
 
  
Accounts payable$90.1
 $124.4
$81.5
 $129.2
Short-term borrowings and current portion of long-term debt and capital lease obligations257.8
 133.0
Short-term borrowings and current portion of long-term debt and finance lease obligations367.8
 285.5
Accrued liabilities347.4
 401.4
347.6
 344.4
Total current liabilities695.3
 658.8
796.9
 759.1
Long-term debt and capital lease obligations604.0
 605.1
Long-term debt and finance lease obligations603.0
 603.4
Operating lease liabilities52.7
 
Other liabilities214.3
 243.5
170.2
 181.5
Shareholders' equity (deficit): 
  
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 issued0.6
 0.6
0.6
 0.6
Paid-in capital217.4
 217.8
216.5
 219.3
Retained earnings1,073.6
 1,043.1
1,121.8
 1,086.8
Treasury stock, 13,584,710 and 12,549,392 shares, respectively, at cost(895.3) (851.5)
Treasury stock, 14,872,114 and 14,940,286 shares, respectively, at cost(934.8) (939.8)
Accumulated other comprehensive loss(571.8) (529.4)(588.1) (602.1)
Total shareholders' deficit(175.5) (119.4)(184.0) (235.2)
Total liabilities and shareholders' deficit$1,338.1
 $1,388.0
$1,438.8
 $1,308.8

See accompanying Notes to Consolidated Financial Statements (Unaudited).

Tupperware Brands Corporation
Consolidated Statements of Shareholders' Equity
(Unaudited)
 Common Stock Treasury Stock Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders' Equity
(Dollars in millions)Shares Dollars Shares Dollars    
December 30, 201763.6 $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, 201863.6 $0.6
 12.5 $(847.1) $215.0
 $1,044.8
 $(521.7) $(108.4)

 Common Stock Treasury Stock Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders' Equity
(in millions, except per share amounts)Shares Dollars Shares Dollars    
December 29, 201863.6 $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, 201963.6 $0.6
 14.9 $(934.8) $216.5
 $1,121.8
 $(588.1) $(184.0)



See accompanying Notes to Consolidated Financial Statements (Unaudited).



TUPPERWARE BRANDS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
26 weeks ended13 weeks ended
(In millions)June 30,
2018
 July 1,
2017
March 30,
2019
 March 31,
2018
Operating Activities:   
   
Net cash provided by (used in) operating activities$(38.8) $14.2
Net income$36.9
 $35.7
Adjustments to reconcile net income to net cash used in operating activities: 
  
Depreciation and amortization14.1
 15.5
Equity compensation1.9
 3.3
Amortization of deferred debt costs0.2
 0.2
Net loss (gain) on disposal of assets0.8
 (2.2)
Provision for bad debts5.0
 4.3
Write-down of inventories2.7
 2.3
Net change in deferred income taxes(4.5) 16.4
Changes in assets and liabilities: 
  
Accounts and notes receivable(25.0) (24.1)
Inventories(11.5) (21.0)
Non-trade amounts receivable(11.5) (4.8)
Prepaid expenses(0.5) (3.7)
Other assets(0.1) (0.4)
Accounts payable and accrued liabilities(32.5) (22.0)
Income taxes payable(14.5) (42.5)
Other liabilities(2.5) (3.4)
Net cash impact from hedging activity0.8
 5.4
Other0.1
 0.2
Net cash used in operating activities$(40.1) $(40.8)
Investing Activities: 
  
 
  
Capital expenditures(37.6) (32.0)(12.9) (15.2)
Proceeds from disposal of property, plant and equipment33.1
 5.3
0.6
 5.9
Net cash used in investing activities(4.5) (26.7)(12.3) (9.3)
Financing Activities: 
  
 
  
Dividend payments to shareholders(70.2) (69.3)(33.9) (35.4)
Proceeds from exercise of stock options0.3
 9.9

 0.2
Repurchase of common stock(51.1) (0.6)(0.7) (1.0)
Repayment of capital lease obligations(1.3) (1.2)
Repayment of finance lease obligations(0.3) (0.5)
Net change in short-term debt127.6
 60.1
84.1
 97.2
Net cash provided by (used in) financing activities5.3
 (1.1)
Debt issuance costs(1.3) 
Net cash provided by financing activities47.9
 60.5
Effect of exchange rate changes on cash, cash equivalents and restricted cash(7.1) 5.5
3.1
 4.1
Net change in cash, cash equivalents and restricted cash(45.1) (8.1)(1.4) 14.5
Cash, cash equivalents and restricted cash at beginning of year147.2
 96.0
151.9
 147.2
Cash, cash equivalents and restricted cash at end of period$102.1
 $87.9
$150.5
 $161.7

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 20172018 financial statements included in the Company's Annual Report on Form 10-K for the year ended December 30, 2017.
Certain prior year amounts have been reclassified to conform with current year presentation. This includes changes to the presentation of pension costs in other expense in the Company's Consolidated Statement of Income under ASU 2017-07, Improving the Presentation of Net Periodic Pension Costs and Net Periodic Post-Retirement Benefit Costs. For applying the retrospective presentation requirements under this standard, the Company used the practical expedient that allows for the use of amounts disclosed in its retirement benefit plans note for the year ended December 30, 2017 as the estimation basis.29, 2018.
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 statement of the results for the interim periods. Certain information and note disclosures normally included in the balance sheet, statements of income, comprehensive income, statements of shareholder’s equity 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.
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.
Revenue Recognition:Hedging: On December 31, 2017,30, 2018, the Company adopted new guidance on revenuehedge accounting, which required a cumulative-effect adjustment to the opening balance of retained earnings and accumulated other comprehensive income of $5.0 million, net of taxes. As part of the adoption, the Company elected to include forward points in the assessment of hedge effectiveness for net equity and cash flow hedges and exclude forward points in the assessment for fair value hedges. In addition, the Company now records the entire change in fair value of hedging instruments in the same income statement line item as the earnings effect of the hedged item. Prior to adoption, the impact from contracts with customersforward points was recorded as interest expense. Refer to Note 11 to the Consolidated Financial Statements for further discussion on impact from new hedge accounting guidance.
Leases: On December 30, 2018, the Company adopted new guidance on lease accounting using the modified retrospective method. There was nomethod, which required a cumulative-effect adjustment to the opening balance of retained earnings of $7.1 million, net of taxes. Prior periods have not been restated. The standard did not materially impact consolidated net income or liquidity, and did not have an impact on beginning retained earnings fromdebt-covenant compliance under the adoptionCompany's debt agreements. The new guidance was applied to all operating and capital leases at the date of initial application. Leases historically referred to as of December 31, 2017. Results for reporting periods beginning December 31, 2017capital leases are presentednow referred to as finance leases under the new guidance, while prior period amounts continue to be reported in accordance with previous guidance without revision.guidance.
UnderThe Company elected the package of practical expedients permitted under the transition guidance, and as a basis for its lease policies, which allowed the Company to carryforward its historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. The Company also elected to not separate lease and non-lease components for all classes of underlying assets in which it is the lessee, and made an accounting policy election to not account for leases with an initial term of 12 months or less on the balance sheet. In addition, the Company did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The Company recognizes payments on these leases on a straight-line basis over the lease term.
Adoption of the new guidance, the contract is defined as the order received from the Company's customer who, in most cases, is one of the Company's independent distributors or a member of its independent sales force. Revenue is recognized when control of the product passes to the customer, which is upon shipment, and is recognized at the amount that reflects the consideration the Company expects to receive for the products sold, including various forms of discounts.  Generally, payment is either received in advance or in a relatively short period of time following shipment. When revenue is recorded, estimates of returns are made and recorded as a reduction of revenue. Contracts with customers are evaluated to determine if there are separate performance obligations, related to timing of product shipment, that will be satisfied in different accounting periods. When that is the case, revenue is deferred until each performance obligation is met. The impactstandard resulted in the second quarterrecording of 2018 from deferred revenue was not material.
Compared with historical accounting under the previous guidance, the Company estimates revenue for the year-to-date periodadditional net lease assets and lease liabilities of 2018 would have been $6$82.0 million lower, with no material impact in the second quarter. This primarily reflects, under previous guidance in 2017, certain operating units recording revenue upon delivery that are now recording revenue upon shipment under the new guidance. The impactand $83.3 million, respectively, as of March 30, 2019 related to the Company's operating leases. The standard did not materially impact the Company's consolidated balance sheet as a result of adopting the new guidance was not significant.
The Company primarily disaggregates revenue based on geography.net earnings or cash flows. Refer to disaggregation information included in Note 8 to the Consolidated Financial Statements.Statements for further information.

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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)STATEMENTS
(Unaudited)

Foreign Currency Translation: Inflation in Argentina and Venezuela has been at relativelya high levels overlevel the past several years. The Company uses a blended index of the Consumer Price Index and National Consumer Price Index for determining highly inflationary status in Argentina. Thisthese countries. For Argentina, this blended index is expected to reachreached cumulative three-year inflation in excess of 100 percent in 2018. As2018 and as such, the Company will transitiontransitioned to highly inflationary status as of July 1, 2018. Venezuela was determined to be highly inflationary starting in 2010. Gains and losses resulting from the translation of monetary assets in the financial statements of subsidiaries operating in highly inflationary economies are recorded in earnings. As of the JuneMarch 30, 2018,2019, the Company had approximately $0.6$1.7 million of net monetary assets in Argentina, which are of a nature that will generate income or expense for the change in value associated with exchange rate fluctuations versus the U.S. dollar. There were no material monetary assets or liabilities in Venezuela as of March 30, 2019.
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 (“expenses ("DS&A”&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 were $35.8$32.8 million and $35.7$35.5 million for the secondfirst quarters of 2019 and 2018, and 2017, respectively, and $71.3 million and $70.5 million for the respective year-to-date periods.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 other activities, ancillary to the Company's business, but considered separate and distinct services from sales, which are measured by defined group/team 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 $82.7$78.6 million and $91.7$88.4 million for the secondfirst quarters of 2019 and 2018, and 2017, respectively, and $171.1 million and $187.6 million for the respective year-to-date periods.respectively.
Note 4:Inventories
(In millions)June 30,
2018
 December 30,
2017
March 30,
2019
 December 29,
2018
Finished goods$217.0
 $203.5
$208.7
 $203.9
Work in process31.5
 26.0
28.6
 25.0
Raw materials and supplies33.1
 32.7
31.7
 28.8
Total inventories$281.6
 $262.2
$269.0
 $257.7
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.

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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)STATEMENTS
(Unaudited)

The elements of the earnings per share computations were as follows:
13 weeks ended 26 weeks ended13 weeks ended
(In millions, except per share amounts)June 30,
2018
 July 1,
2017
 June 30,
2018
 July 1,
2017
March 30,
2019
 March 31,
2018
Net income (loss)$63.8
 $(17.7) $99.5
 $29.7
Net income$36.9
 $35.7
Weighted average shares of common stock outstanding50.5
 50.8
 50.8
 50.7
48.7
 51.1
Common equivalent shares:          
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance share units0.2
 
 0.2
 0.5
0.1
 0.2
Weighted average common and common equivalent shares outstanding50.7
 50.8
 51.0
 51.2
48.8
 51.3
Basic earnings (loss) per share$1.26
 $(0.35) $1.96
 $0.59
Diluted earnings (loss) per share$1.26
 $(0.35) $1.95
 $0.58
Basic earnings per share$0.76
 $0.70
Diluted earnings per share$0.76
 $0.70
Shares excluded from the determination of potential common stock because inclusion would have been anti-dilutive3.2
 2.9
 2.6
 1.0
3.9
 2.0
Note 6:Accumulated Other Comprehensive Loss
(In millions, net of tax)Foreign Currency Items Cash Flow Hedges Pension and Other Post-retirement Items TotalForeign Currency Items Cash Flow Hedges Pension and Other Post-retirement Items Total
Balance at December 30, 2017$(501.9) $1.6
 $(29.1) $(529.4)
Balance at December 29, 2018$(579.1) $1.7
 $(24.7) $(602.1)
Cumulative effect of change in accounting principle(3.8) (1.2) 
 (5.0)
Other comprehensive income (loss) before reclassifications(45.0) 3.1
 0.7
 (41.2)20.7
 (2.1) 0.2
 18.8
Amounts reclassified from accumulated other comprehensive loss
 (1.3) 0.1
 (1.2)
 0.3
 (0.1) 0.2
Net current-period other comprehensive income (loss)(45.0) 1.8
 0.8
 (42.4)20.7
 (1.8) 0.1
 19.0
Balance at June 30, 2018$(546.9) $3.4
 $(28.3) $(571.8)
Balance at March 30, 2019$(562.2) $(1.3) $(24.6) $(588.1)
(In millions, net of tax)Foreign Currency Items Cash Flow Hedges Pension and Other Post-retirement Items TotalForeign Currency Items Cash Flow Hedges Pension and Other Post-retirement Items Total
Balance at December 31, 2016$(544.3) $4.9
 $(32.1) $(571.5)
Balance at December 30, 2017$(501.9) $1.6
 $(29.1) $(529.4)
Other comprehensive income (loss) before reclassifications52.2
 (4.7) (4.0) 43.5
10.1
 (0.8) (1.6) 7.7
Amounts reclassified from accumulated other comprehensive loss
 (1.2) 0.7
 (0.5)
 0.1
 (0.1) 
Net current-period other comprehensive income (loss)52.2
 (5.9) (3.3) 43.0
10.1
 (0.7) (1.7) 7.7
Balance at July 1, 2017$(492.1) $(1.0) $(35.4) $(528.5)
Balance at March 31, 2018$(491.8) $0.9
 $(30.8) $(521.7)
Pretax amounts reclassified from accumulated other comprehensive loss that related to cash flow hedges consisted of net gainsloss of $1.9$0.5 million and $1.7a gain of $0.1 million forin the year-to-date periods ended June 30,first quarters of 2019 and 2018, and July 1, 2017, respectively. Associated with these items were a tax provisionsbenefit of $0.6$0.2 million and $0.5a provision of $0.2 million, respectively. See Note 1011 for further discussion of derivatives.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)STATEMENTS
(Unaudited)

ForIn the year-to-date periods ended June 30,first quarters of 2019 and 2018, and July 1, 2017, pretax amounts reclassified from accumulated other comprehensive loss related to pension and other post-retirement items consisted of prior service benefits of $0.7$0.3 million and $0.6 million, actuarial losses of $0.4 million, respectively, and $0.7in 2018, an actuarial loss of $0.1 million and a pension settlement costscost of $0.4 million and $0.8 million, respectively.$0.1 million. Associated with these items was awere tax benefitprovisions of $0.2 million and $0.1 million in 20172019 and none in 2018.2018, respectively. See Note 1213 to the Consolidated Financial Statements for further discussion of pension and other post-retirement benefit costs.
Note 7:Re-engineering and Impairment Costs
The Company recorded $2.1$4.3 million and $32.6$7.6 million in re-engineering charges during the secondfirst quarters of 2019 and 2018, and 2017, respectively, and $9.7 million and $34.9 million for the respective year-to-date periods.respectively.
In 20182019 and 2017,2018, the re-engineering and impairment charges incurred were primarily related to severance costs and restructuring actions taken in connection with the Company's plans through 2018 or 2019, to rationalize its supply chain and to adjust the cost base of several marketing units. The restructuring charges also relateCompany incurred $3.1 million and $7.6 million in the first quarters of 2019 and 2018, respectively, related to the Company's decision to wind-down the Beauticontrol reporting unitrevitalization program announced in July 2017. Year-to-date in 2018,
In January 2019, the Company recorded $0.7announced an acceleration of investment in its Global Growth Strategy initiatives through the commencement of a transformation program running through 2022. In the first quarter of 2019, the Company incurred $1.2 million in cost of sales for inventory obsolescencetransformation program costs in connection with the Company's re-engineering program.
The total cost of the restructuring actions is estimated to be $90 million to $100 million from the second quarter of 2017 forward. This excludes the benefit of selling fixed assets that will become excess in light of the re-engineering actions. The Company expects about 90 percent of second quarter 2017 and forward re-engineering costs to require cash outflows, and for these to be funded with cash flow from operations as well as asset sales as a result of the restructuring actions, notwithstanding the timing during each fiscal year in which the Company generates the majority of its cash. Of the total costs, the Company estimates that about 65 percent relates to severance and benefitsEurope, primarily related to headcount reductions, while the balance is predominantly related to costs to exit leasesoutside consulting services and other contracts, mainly related to wind-down of Beauticontrol and closure of the French manufacturing facility, as well as write-offs of excess assets for which there are not expected to be disposal proceeds.project team expenses.
The re-engineering charges related to the 2017 revitalization program by segment during the secondfirst quarter of 2019 and year-to-date period ended June 30, 2018 were as follows:
Second Quarter Year-to-Date13 weeks ended
(In millions)2018 2018March 30, 2019March 31, 2018
Europe$0.8
 $6.5
$1.3
$5.7
Asia Pacific
 0.8
0.9
0.8
North America1.3
 2.0
0.5
0.7
South America
 0.4
0.4
0.4
Total re-engineering charges$2.1
 $9.7
$3.1
$7.6
The balances included in accrued liabilities related to re-engineering and impairment charges for the 2017 revitalization program as of JuneMarch 30, 20182019 and December 30, 201729, 2018 were as follows:
(In millions)June 30,
2018
 December 30,
2017
March 30,
2019
 December 29,
2018
Beginning of the year balance$45.4
 $1.6
$23.3
 $45.4
Provision9.7
 63.7
3.1
 15.9
Non-cash charges(0.4) (0.4)
 (2.0)
Adjustments
 5.0
Cash expenditures:   
   
Severance(14.7) (12.7)(6.5) (27.1)
Other(8.6) (6.8)(1.8) (12.8)
Currency translation adjustment(0.6) 
(0.1) (1.1)
End of period balance$30.8
 $45.4
$18.0
 $23.3
The balance included in accrued liabilities related to re-engineering and impairment charges for the 2019 transformation program, as of March 30, 2019, was $0.8 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 8:Leases
The Company leases certain equipment, vehicles, office space, and manufacturing and distribution facilities, and recognizes the associated lease expense on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet.
Some leases include one or more options to renew, with renewal terms that can extend the lease term from one to 5 years or more. The exercise of lease renewal options is at the Company's discretion and renewal options that are reasonably certain to be exercised have been included in the lease term. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.
Certain lease agreements held by the Company include rental payments adjusted periodically for inflation. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The components of lease expense in the first quarter of 2019 were as follows:
 13 weeks ended
(In millions)March 30, 2019
Operating lease cost (a) (c)
$13.0
Finance lease cost 
Amortization of right-of-use assets (a)
0.2
Interest on lease liabilities (b)
0.1
Total finance lease cost$0.3
____________________
(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.

Supplemental cash flow information related to leases is as follows:
 13 weeks ended
(In millions)March 30, 2019
Cash paid for amounts included in the measurement of lease liabilities 
Operating cash flows from operating leases$(12.6)
Operating cash flows from finance leases(0.1)
Financing cash flows from finance leases(0.3)
Leased assets obtained in exchange for new operating lease liabilities$7.7


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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)STATEMENTS
(Unaudited)

The accrualSupplemental balance sheet information related to leases is as follows:
(In millions, except lease term and discount rate)March 30, 2019
Operating Leases 
Operating lease right-of-use assets$82.0
  
Accrued liabilities$30.6
Operating lease liabilities52.7
Total Operating lease liabilities$83.3
  
Finance Leases 
Property, plant and equipment, at cost$18.2
Accumulated amortization9.8
Property, plant and equipment, net$8.4
  
Current portion of finance lease obligations$1.6
Long-term finance lease obligations3.4
Total Finance lease liabilities$5.0
  
Weighted Average Remaining Lease Term 
Operating Leases4.6 years
Finance Leases3.2 years
Weighted Average Discount Rate (a)
 
Operating Leases5.4%
Finance Leases4.8%
_________________________
(a) Calculated using Company's incremental borrowing rate.

Maturities of lease liabilities as of JuneMarch 30, 2019 were as follows:
(In millions)Operating LeasesFinance Leases
2019$27.1
$1.5
202022.6
1.4
202114.5
1.4
20227.8
1.1
20235.0

Thereafter15.9

Total lease payments$92.9
$5.4
Less imputed interest9.6
0.4
Total$83.3
$5.0




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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Maturities of lease liabilities as of December 29, 2018 related primarily to severancewere as follows:
(In millions)Operating LeasesFinance Leases
2019$28.3
$1.6
202019.2
1.3
202115.8
1.4
20228.3
1.0
20236.3

Thereafter25.3

Total$103.2
$5.3
Rental expense for operating leases totaled $32.2 million and gross payments to be made throughof financing leases totaled $2.5 million in fiscal year 2018.
As of March 30, 2019, the second quarterCompany had an immaterial amount of 2019.operating and finance leases that had not yet commenced.

Note 8:9: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 geography, consistency of economic substance, products, production process, class of customers and distribution method.
Effective in the fourth quarter of 2017, in connection with the closure of its Beauticontrol business, the Company changed its segment reporting. The change was to combine its previous Beauty North America and Tupperware North America segments into one North America segment. Comparable information from all historical periods presented has been revised to conform with the new presentation.
The Company's reportable segments primarily sell design-centric preparation, storage and serving solutions for the kitchen and home through the Tupperware® brand. Europe 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. North America also includes the Fuller Mexico beauty and personal care products business, and sells products under the Fuller Cosmetics® brand in that unit and in Central America. South America also sells beauty products under the Fuller®, Nutrimetics® and Nuvo® brands.
Worldwide sales of beauty and personal care products totaled $75.5$66.1 million and $86.7$72.8 million in the secondfirst quarters of 2019 and 2018, and 2017, respectively, and $148.3 million and $166.3 million in the respective year-to-date periods.respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)STATEMENTS
(Unaudited)

13 weeks ended 26 weeks ended13 weeks ended
(In millions)June 30,
2018
 July 1,
2017
 June 30,
2018
 July 1,
2017
March 30,
2019
 March 31,
2018
Net sales:          
Europe$132.7
 $135.4
 $276.6
 $284.9
$138.6
 $143.9
Asia Pacific180.0
 183.5
 352.2
 360.8
156.1
 172.2
North America136.8
 141.8
 271.8
 273.1
119.6
 135.0
South America85.9
 112.2
 177.4
 208.9
73.0
 91.5
Total net sales$535.4
 $572.9
 $1,078.0
 $1,127.7
$487.3
 $542.6
Segment profit:   
       
Europe$15.1
 $11.9
 $27.5
 $31.8
$17.7
 $12.4
Asia Pacific45.4
 46.2
 83.3
 86.2
30.0
 37.9
North America22.7
 20.7
 41.7
 36.5
17.4
 19.0
South America17.8
 27.9
 35.1
 46.1
8.9
 17.3
Total segment profit$101.0
 $106.7
 $187.6
 $200.6
$74.0
 $86.6
Unallocated expenses(11.5) (16.1) (23.9) (32.5)(7.3) (12.4)
Re-engineering and impairment charges (a)(2.1) (32.6) (9.7) (34.9)(4.3) (7.6)
Impairment of goodwill
 (62.9) 
 (62.9)
Gains on disposal of assets12.4
 3.1
 14.6
 3.2
(Loss) gain on disposal of assets(0.9) 2.2
Interest expense, net(11.2) (10.9) (21.6) (22.0)(9.6) (10.4)
Income (loss) before taxes$88.6
 $(12.7) $147.0
 $51.5
Income before taxes$51.9
 $58.4
(In millions)June 30,
2018
 December 30,
2017
March 30,
2019
 December 29,
2018
Identifiable assets:      
Europe$312.8
 $308.5
$335.2
 $291.0
Asia Pacific294.4
 297.2
312.2
 281.2
North America282.8
 266.3
294.1
 250.9
South America139.9
 138.6
139.5
 125.0
Corporate308.2
 377.4
357.8
 360.7
Total identifiable assets$1,338.1
 $1,388.0
$1,438.8
 $1,308.8
_________________________
(a)
See Note 7 to the Consolidated Financial Statements for a discussion of re-engineering and impairment charges.
Note 10:Debt
Debt Obligations
(In millions)March 30,
2019
 December 29, 2018
Fixed rate senior notes due 2021$599.6
 $599.7
Five year Revolving Credit Agreement (a)
366.2
 283.9
Belgium facility finance lease5.0
 5.3
Total debt obligations$970.8
 $888.9
____________________
(a)
$204.5 million and $186.8 million denominated in euros as of March 30, 2019 and December 29, 2018, respectively.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)STATEMENTS
(Unaudited)

Note 9:Debt
Debt Obligations
(In millions)June 30,
2018
 December 30, 2017
Fixed rate senior notes due 2021$599.6
 $599.5
Five year Revolving Credit Agreement (a)256.2
 131.0
Belgium facility capital lease6.0
 7.5
Other
 0.1
Total debt obligations$861.8
 $738.1
____________________
(a)$94.5 million and $96.1 million denominated in euros as of June 30, 2018 and December 30, 2017, respectively.

Credit Agreement
On March 29, 2019, the Company and its wholly owned subsidiaries Tupperware Nederland B.V., Administradora Dart, S. de R.L. de C.V., and Tupperware Brands Asia Pacific Pte. Ltd. (the “Subsidiary Borrowers”), amended and restated its multicurrency Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”), swingline lender, joint lead arranger and joint bookrunner, and Credit Agricole Corporate and Investment Bank, HSBC Securities (USA) Inc., Mizuho Bank, Ltd. and Wells Fargo Securities, LLC, as syndication agents, joint lead arrangers and joint bookrunners. The Credit Agreement replaces the Credit Agreement dated September 11, 2013 and as amended (the “Old Credit Agreement”) and, other than an increased aggregate amount that may be borrowed, an improvement in the consolidated leverage ratio covenant and a slightly more favorable commitment fee rate, has terms and conditions similar to that of the Old Credit Agreement. The Credit Agreement makes available to the Company and the Subsidiary Borrowers a committed five-year credit facility in an aggregate amount of $650 million (the “Facility Amount”). The Credit Agreement provides (i) a revolving credit facility, available up to the full amount of the Facility Amount, (ii) a letter of credit facility, available up to $50 million of the Facility Amount, and (iii) a swingline facility, available up to $100 million of the Facility Amount. Each of such facilities is fully available to the Company and the Facility Amount is available to the Subsidiary Borrowers up to an aggregate amount not to exceed $325 million. With the agreement of its lenders, the Company is permitted to increase, on up to three occasions, the Facility Amount by a total of up to $200 million (for a maximum aggregate Facility Amount of $850 million), subject to certain conditions. As of JuneMarch 30, 2018,2019, the Company had total borrowings of $366.2 million outstanding under the Credit Agreement, with $204.5 million of that amount denominated in euros.
Loans made under the Credit Agreement will be composed of (i) “Eurocurrency Borrowings”, bearing interest determined in reference to the London interbank offered rate ("LIBOR") for the applicable currency and interest period, plus a margin, and/or (ii) “ABR Borrowings”, bearing interest at the sum of (A) the greatest of (x) the rate of interest publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate, (y) the NYFRB rate plus 0.5%, and (z) adjusted LIBOR on such day (or if such day is not a business day, the immediately preceding business day) for a deposit in U.S. dollars with a maturity of one month plus 1%, and (B) a margin. The applicable margin in each case will be determined by reference to a pricing schedule and will be based upon the better for the Company of (a) the Consolidated Leverage Ratio (computed as consolidated funded indebtedness of the Company and its subsidiaries to the consolidated EBITDA (as defined in the Credit Agreement) of the Company and its subsidiaries for the four fiscal quarters then most recently ended) for the fiscal quarter referred to in the quarterly or annual financial statements most recently delivered, or (b) the Company’s then existing long-term debt securities rating by Moody’s Investor Service, Inc. or Standard and Poor’s Financial Services, Inc. Under the Credit Agreement, the applicable margin for ABR Borrowings ranges from 0.375% to 0.875%, the applicable margin for Eurocurrency Borrowings ranges from 1.375% to 1.875%, and the applicable margin for the commitment fee ranges from 0.150% to 0.275%. Loans made under the swingline facility will bear interest, if denominated in U.S. Dollars, at the same rate as an ABR Borrowing and, if denominated in another currency, at the same rate as a Eurocurrency Borrowing. As of March 30, 2019, the Credit Agreement dictated a base rate spread of 150 basis points, which gave the Company a weighted average interest rate of 2.6 percent on outstanding LIBOR-based borrowings of 2.8 percent under its multicurrency Amended and Restatedthe Credit Agreement (“Credit Agreement”) that has a final maturity date of June 9, 2020.March 29, 2024.
At JuneSimilar to the Old Credit Agreement, the Credit Agreement contains customary covenants that, among other things, generally restrict the Company's ability to incur subsidiary indebtedness, create liens on and sell assets, engage in certain liquidations or dissolutions, engage in certain mergers or consolidations, or change lines of business. These covenants are subject to significant exceptions and qualifications.
The financial covenants provide for a maximum Consolidated Leverage Ratio of 3.75 to 1.0 and a minimum interest coverage ratio of 3.0 to 1.0 (defined as consolidated EBITDA divided by consolidated total interest expense). For purposes of the Credit Agreement, consolidated EBITDA represents earnings before interest, income taxes, depreciation and amortization, as adjusted to exclude unusual, non-recurring gains as well as non-cash charges and certain other items. As of March 30, 2018,2019, and currently, the Company had $426.0considerable cushion under its financial covenants as well as the necessary bond credit ratings to prevent default.

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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Under the Credit Agreement and consistent with the Old Credit Agreement, the Guarantor unconditionally guarantees all obligations and liabilities of the Company and the Subsidiary Borrowers relating to the Credit Agreement, supported by a security interest in certain "Tupperware" trademarks and service marks. The Credit Agreement includes a trigger whereby the Company would be required to provide additional collateral and subsidiary guarantees if either Moody's Investors Services, Inc. or S&P Global Ratings downgrades its existing ratings two notches or more.
The Company had routinely increased its revolver borrowings under the Old Credit Agreement each quarter, and expects to continue to do so under the Credit Agreement, to fund operating, investing and other financing activities. It also has in the past and expects to in the future, use cash available at the end of each quarter to reduce borrowing levels. As a result, the Company has higher interest expense and foreign exchange exposure on the value of its cash during each quarter than would relate solely to the quarter end cash and debt balances.
At March 30, 2019, the Company had $364.9 million of unused lines of credit, including $342.4$282.2 million under the committed, secured Credit Agreement, and $83.6$82.7 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 30, 2018, and currently, the Company had considerable cushion under its financial covenants.
Note 10:11: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, 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, as of the beginning of 2019, the Company excludesmade the accounting policy election in accordance with ASU 2017-12 to exclude forward points which are consideredand record their impact in the same income statement line item that is used to bepresent the earnings effect of the hedged item for 2019, Other (income) expense. Prior to 2019, the forward points had been included as a component of interest expense. The forward points on fair value hedges resulted in pretax gainsincome of $4.7$3.7 million and $5.3$6.1 million in the secondfirst quarters of 2019 and 2018, and 2017, respectively, and $10.7 million and $10.2 million for the respective year-to-date periods.respectively.
The Company also uses derivative financial instruments to hedge foreign currency exposures resulting from certain forecasted purchases and classifies these as cash flow hedges. The majority of cash flow hedge contracts that the Company enters into relate to inventory purchases. At initiation, the Company's cash flow hedge contracts are generally for periods ranging from one month to fifteen months. The effective portion of the gain or loss on the open hedging instrument is recorded in other comprehensive income and is reclassified into earnings when settled through the same line item as the transactionstransaction being hedged are recorded.hedged. 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 excludesmade an accounting policy change as of December 30, 2018 to include forward points which are includedin the assessment of effectiveness for cash flow hedges causing the impact from forward points to be recorded as a componentpart of other comprehensive income compared to interest expense.expense as it previously had been recorded. Based on the interest expense incurred for open cash flow hedges as of December 30, 2018, the Company recorded an adjustment of $1.2 million, net of taxes, to accumulated comprehensive income and retained earnings to reflect this accounting policy change. The impact from forward points recorded in other comprehensive income for activity related to the first quarter of 2019 was $0.8 million. The Company recognized $1.0 million expense in cost of products sold related to the forward point impact from the settlement of cash flow hedges in the first quarter of 2019.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)STATEMENTS
(Unaudited)

The Company also uses financial instruments, such as forward contracts and certain euro denominated borrowings under its 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 net gainslosses of $30.9$13.1 million and $14.0$16.9 million associated with these hedges in the second quarterfirst quarters of 2019 and year-to-date period of 2018, and losses of $10.8 million and $32.1 million for the respective periods of 2017.respectively. 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 excludesmade an accounting policy change as of December 30, 2018 to include forward points whichin the assessment of effectiveness for net equity hedges causing the impact from forward points to be recorded as part of other comprehensive income compared to interest expense as it previously had been recorded. Based on the interest expense associated with forward points incurred for open net equity hedges as of December 30, 2018, the Company recorded an adjustment of $3.8 million, net of taxes, to accumulated comprehensive income to reflect this accounting policy change. Beginning in 2019, the impact of forward points is being recorded in other comprehensive income, and will remain there indefinitely since that is where the gains and losses on hedges of net equity are includedrecorded. The impact related to forward points on hedges of net equity recorded as a component of interest expense.other comprehensive income in the first quarter of 2019 was $4.3 million.
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 30,first quarters of 2019 and 2018 and July 1, 2017 were outflowsinflows of $7.8$0.8 million and $1.6$5.4 million, respectively.
The Company considers the total notional value of its forward contracts as the best measure of the volume of derivative transactions. As of JuneMarch 30, 20182019 and December 30, 2017,29, 2018, the notional amounts of outstanding forward contracts to purchase currencies were $86.0$87.9 million and $111.1$186.8 million, respectively, and the notional amounts of outstanding forward contracts to sell currencies were $74.2$89.1 million and $112.1$184.6 million, respectively. As of JuneMarch 30, 2018,2019, the notional values of the largest positions outstanding were to purchase $69.3$28.8 million of U.S. dollars, $26.9 million of euros and $19.9 million of Swiss francs and to sell $13.7$26.2 million of Mexican pesos.
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 JuneMarch 30, 20182019 and December 30, 2017.29, 2018. Fair values were determined based on third party quotations (Level 2 fair value measurement):

 Asset derivatives Liability derivatives Asset derivatives Liability derivatives
 Fair value Fair value Fair value Fair value
Derivatives designated as hedging instruments (in millions)
 Balance sheet location Jun 30,
2018
 Dec 30,
2017
 Balance sheet location Jun 30,
2018
 Dec 30,
2017
 Balance sheet location Mar 30,
2019
 Dec 29,
2018
 Balance sheet location Mar 30,
2019
 Dec 29,
2018
Foreign exchange contracts Non-trade amounts receivable $32.5
 $32.2
 Accrued liabilities $18.6
 $29.6
 Non-trade amounts receivable $17.3
 $26.7
 Accrued liabilities $16.6
 $22.6
The following table summarizes the impact of the Company's fair value hedging positions on the results of operations for the secondfirst quarters of 20182019 and 2017:2018:
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 Location of gain or (loss) recognized in income on derivatives 
Amount of gain or (loss) recognized in income on 
derivatives 
 Location of gain or (loss) recognized in income on related hedged items 
Amount of gain or 
(loss) recognized in 
income on related hedged items
 2018 2017 2018 2017 2019 2018 2019 2018
Foreign exchange contracts Other expense $(29.9) $10.0
 Other expense $28.9
 $(10.0) Other expense $17.3
 $15.1
 Other expense $(17.3) $(14.7)

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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)STATEMENTS
(Unaudited)

The following table summarizes the impact of the Company's hedging activities on comprehensive income for the secondfirst quarters of 20182019 and 2017:2018:
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) 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 2018 2017   2018 2017   2018 2017 2019 2018   2019 2018   2019 2018
Foreign exchange contracts $4.9
 $(1.6) Cost of products sold $1.8
 $0.1
 Interest expense $(0.7) $(1.1) $(2.8) $(0.9) Cost of products sold $(0.5) $0.1
 Interest expense $
 $(1.1)
Net equity hedging relationships                                
Foreign exchange contracts 33.8
 (13.2)     Interest expense (5.4) (6.3) (17.7) (17.6)     Interest expense 
 (6.0)
Euro denominated debt 5.7
 (3.6)         0.8
 (4.1)        
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 30, 2018 and July 1, 2017:
Derivatives designated as fair value hedges (in millions)
 Location of gain or (loss) recognized in income on derivatives 
Amount of gain or (loss) recognized in income on derivatives 
 Location of gain or (loss) recognized in income on related hedged items Amount of gain or (loss) recognized in income on related hedged items
    2018 2017   2018 2017
Foreign exchange contracts Other expense $(14.8) $38.2
 Other expense $14.2
 $(38.1)
The following table summarizes the impact of the Company's hedging activities on comprehensive income for the year-to-date periods ended June 30, 2018 and July 1, 2017:
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 2018 2017   2018 2017   2018 2017
Foreign exchange contracts $4.1
 $(6.0) Cost of products sold $1.9
 $1.7
 Interest expense $(1.8) $(2.4)
Net equity hedging relationships                
Foreign exchange contracts 16.2
 (43.2)       Interest expense (11.4) (12.2)
Euro denominated debt 1.6
 (6.9)            


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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Note 11:12: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, leased assets and liabilities and short-term borrowings approximated their fair values at JuneMarch 30, 20182019 and December 30, 2017.29, 2018. The Company estimates that, based on current market conditions, the value of its 4.75%, 2021 senior notes was $617.3$617.2 million at JuneMarch 30, 2018,2019, compared with the carrying value of $599.6 million. The higher fair value resulted from changes, since issuance, in the corporate debt markets 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 1011 to the Consolidated Financial Statements for discussion of the Company's derivative instruments and related fair value measurements.
Note 12:13:Retirement Benefit Plans
Components of net periodic benefit cost for the secondfirst quarters ended March 30, 2019 and year-to-date periods ended June 30,March 31, 2018 and July 1, 2017 were as follows:
Second Quarter Year-to-DateFirst Quarter
Pension benefits Post-retirement benefits Pension benefits Post-retirement benefitsPension benefits Post-retirement benefits
(In millions)2018 2017 2018 2017 2018 2017 2018 20172019 2018 2019 2018
Service cost$2.4
 $2.7
 $0.1
 $0.1
 $5.0
 $5.3
 $0.1
 $0.1
$1.9
 $2.6
 $
 $
Interest cost1.4
 1.4
 0.1
 0.1
 2.8
 2.8
 0.2
 0.3
1.5
 1.4
 0.1
 0.1
Expected return on plan assets(1.3) (1.2) 
 
 (2.4) (2.4) 
 
(1.1) (1.1) 
 
Settlement/curtailment0.3
 
 
 
 0.4
 0.8
 
 

 0.1
 
 
Net amortization0.3
 0.4
 (0.3) (0.3) 0.3
 0.7
 (0.6) (0.6)
 
 (0.3) (0.3)
Net periodic benefit cost$3.1
 $3.3
 $(0.1) $(0.1) $6.1
 $7.2
 $(0.3) $(0.2)$2.3
 $3.0
 $(0.2) $(0.2)
During the year-to-date periods ended June 30,first quarters of 2019 and 2018, and July 1, 2017, approximately $0.1$0.3 million and $0.9$0.2 million of pretax expense, respectively,gain were reclassified from other comprehensive income to a component of net periodic benefit cost.cost, respectively. 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. The Company included $0.7 million and $1.6$0.2 million related to the components of net periodic benefit cost, excluding service cost, in other expense in the year-to-date periods ended June 30, 2018first quarters of both 2019 and July 1, 2017, respectively.
Note 13:Income Taxes
The effective tax rates for the second quarter and year-to-date periods of 2018 were 28.1 percent and 32.3 percent compared with negative 38.9 percent and positive 42.3 percent for the comparable 2017 periods. In 2017, the Company incurred impairment and other charges resulting in a loss for the second quarter and a related negative tax rate. The tax rate for the first quarter of 2018 was 38.8 percent. The decrease in the rate from the first quarter to the second quarter of 2018, was the result of a change in the mix of income, tax audit settlements, and certain actions taken by the Company to partially reduce the negative impact of the international provisions of the newly enacted U.S. Tax Cuts and Jobs Act of 2017 (Tax Act), particularly the Global Intangible Low-Taxed Income (GILTI) provisions.
The Company continues to evaluate the impact of the GILTI provisions under the Tax Act which are complex and subject to continuing regulatory interpretation by the U.S. Internal Revenue Service (“IRS”). The Company is required to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company’s accounting policy election with respect to the new GILTI Tax rules will depend, in part, on further guidance issued by the IRS, and on analyzing its global income to determine whether it can reasonably estimate the tax impact. While the Company has included an estimate of GILTI in its estimated effective tax rate for 2018, it has not completed its analysis and is not yet able to determine which method to elect. Adjustments related to the amount of GILTI Tax recorded in its Consolidated Financial Statements may be required based on the outcome of this election.2018.

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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)STATEMENTS
(Unaudited)

Note 14:Income Taxes
The effective tax rates for the first quarters of 2019 and 2018 were 28.9 percent and 38.8 percent, respectively. The change in rate was primarily due to a lower estimated full-year provision for the Global Intangible Low-Taxed income (GILTI) tax.
As of JuneMarch 30, 20182019 and December 30, 2017,29, 2018, the Company's accrual for uncertain tax positions was $16.7$15.4 million and $19.8$15.1 million, respectively. The decreaseincrease in the accrual for uncertain tax positions was primarily due to audit closuresthe commencement of additional audits in various jurisdictions. The Company estimates that as of JuneMarch 30, 2018,2019, approximately $15.9$15.1 million of the unrecognized tax benefits, if recognized, will 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$5.4 million and $7.3$5.5 million as of the periods ended JuneMarch 30, 20182019 and December 30, 2017,29, 2018, respectively.
The Company estimates that it may settle one or more audits in the next twelve months that may result in cash payments decreasing the amount of accrual for uncertain tax positions by up to $0.5$3.3 million. For the remaining balance as of JuneMarch 30, 2018,2019, 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 or reversal 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 14:15:Statement of Cash Flow Supplemental Disclosure
Under the Company's stock incentive programs, in certain jurisdictions, employees are allowed to use shares retained by the Company to satisfy minimum statutorily required withholding taxes. In the year-to-date periods ended June 30,first quarters of 2019 and 2018, 23,088 and July 1, 2017, 22,494 and 9,25620,145 shares, respectively, were retained to fund withholding taxes, with values totaling $1.1$0.7 million and $0.6$1.0 million, respectively, which were included as stock repurchases in the Condensed Consolidated Statements of Cash Flows.
Restricted cash is recorded in either prepaid and other current assets or in the long-term other assets.assets balance sheet line items.
Note 15:16:Stock Based Compensation
Stock option activity for 2018the first quarter ended March 30, 2019 is summarized in the following table:
 Shares subject to option Weighted average exercise price per share 
Aggregate intrinsic value
(in millions)
Outstanding at December 30, 20173,045,316
 $58.96
  
Granted69,736
 47.05
  
Expired / Forfeited(6,594) 58.12
  
Exercised(19,047) 25.46
  
Outstanding at June 30, 20183,089,411
 $58.90
 $
Exercisable at June 30, 20181,784,764
 $59.92
 $
 Shares subject to option Weighted average exercise price per share 
Aggregate intrinsic value
(in millions)
Outstanding at December 29, 20183,630,684
 $55.66
  
Expired / Forfeited(13,758) 66.76
  
Outstanding at March 30, 20193,616,926
 $55.62
 $
Exercisable at March 30, 20192,368,571
 $59.33
 $
The intrinsic value of options exercised totaled $3.0 million and $4.0 million in the second quarter and year-to-date periods of 2017, respectively, and was $0.4 million for both periods in 2018.

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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)STATEMENTS
(Unaudited)

The Company also has time-vested, performance-vested and market-vested share awards. The activity for such awards in 2018the first quarter ended March 30, 2019 is summarized in the following table:
Shares outstanding Weighted average grant date fair valueShares outstanding Weighted average grant date fair value
December 30, 2017635,507
 $58.59
Time-vested shares granted51,862
 44.36
December 29, 2018684,184
 $47.68
Market-vested shares granted24,571
 63.48
42,365
 27.12
Performance shares granted92,621
 50.51
111,536
 30.90
Performance share adjustments(68,060) 54.46
(58,194) 49.12
Vested(95,406) 70.97
(89,796) 50.64
Forfeited(31,118) 59.67
(42,217) 51.96
June 30, 2018609,977
 $54.82
March 30, 2019647,878
 $42.63
Compensation expense related to the Company's stock-based compensation for the second quarterfirst quarters ended March 30, 2019 and year-to-date periods ended June 30,March 31, 2018 and July 1, 2017 werewas as follows:
Second Quarter Year-to-DateFirst Quarter
(In millions)2018 2017 2018 20172019 2018
Stock options$0.9
 $0.8
 $1.7
 $1.5
$0.6
 $0.8
Time, performance and market vested share awards2.8
 3.6
 5.3
 7.7
1.3
 2.5
As of JuneMarch 30, 2018,2019, total unrecognized stock-based compensation expense related to all stock based awards was $23.5$22.9 million, which is expected to be recognized over a weighted average period of 1.82.1 years.
Note 16:17:Allowance for Long-Term Receivables
As of JuneMarch 30, 2018, $16.02019, $16.8 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 JuneMarch 30, 20182019 was as follows:
(In millions) 
Balance at December 30, 2017$16.5
Provision and reclassifications(0.8)
Currency translation adjustment(0.5)
Balance at June 30, 2018$15.2
(In millions) 
Balance at December 29, 2018$16.0
Provision and reclassifications0.8
Balance at March 30, 2019$16.8
Note 17:18: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, as are the payment obligations under the Company's Credit Agreement. Both guarantees are secured by certain "Tupperware" trademarks and service marks owned by the Guarantor.
Condensed consolidated financial information as of JuneMarch 30, 20182019 and December 30, 201729, 2018, and for the quarterquarters ended March 30, 2019 and year-to-date periods ended June 30,March 31, 2018, and July 1, 2017 for the Company (the "Parent"), the Guarantor and all other subsidiaries (the "Non-Guarantors") is as follows.

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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

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.

Consolidating Statement of Income
 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 expense3.3
 23.1
 246.0
 0.4
 272.8
Re-engineering and impairment charges
 0.7
 1.4
 
 2.1
Gains on disposal of assets
 
 12.4
 
 12.4
Operating income (loss)(3.3) (6.3) 109.0
 
 99.4
Interest income5.1
 0.6
 11.1
 (16.1) 0.7
Interest expense10.3
 15.8
 1.9
 (16.1) 11.9
Income from equity investments in subsidiaries70.3
 71.2
 
 (141.5) 
Other expense (income)(0.2) (14.5) 14.3
 
 (0.4)
Income before income taxes62.0
 64.2
 103.9
 (141.5) 88.6
Provision (benefit) 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


19

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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Statement of Income
 13 weeks ended July 1, 2017
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
Net sales$
 $
 $574.0
 $(1.1) $572.9
Other revenue
 32.7
 6.4
 (39.1) 
Cost of products sold
 6.4
 214.1
 (37.9) 182.6
Gross margin
 26.3
 366.3
 (2.3) 390.3
Delivery, sales and administrative expense4.5
 23.2
 273.6
 (2.3) 299.0
Re-engineering and impairment charges
 0.3
 32.3
 
 32.6
Impairment of goodwill and intangible assets
 
 62.9
 
 62.9
Gains on disposal of assets
 
 3.1
 
 3.1
Operating income (loss)(4.5) 2.8
 0.6
 
 (1.1)
Interest income5.1
 0.3
 9.5
 (14.2) 0.7
Interest expense9.5
 14.6
 1.7
 (14.2) 11.6
Income (loss) from equity investments in subsidiaries(12.0) 1.9
 
 10.1
 
Other expense (income)(1.0) 9.6
 (7.9) 
 0.7
Income (loss) before income taxes(19.9) (19.2) 16.3
 10.1
 (12.7)
Provision (benefit) for income taxes(2.2) (4.6) 11.8
 
 5.0
Net income (loss)$(17.7) $(14.6) $4.5
 $10.1
 $(17.7)
Comprehensive income (loss)$(10.9) $(4.8) $21.9
 $(17.1) $(10.9)

Consolidating Statement of Income

 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 expense6.3
 45.4
 512.2
 (1.9) 562.0
Re-engineering and impairment charges
 1.0
 8.7
 
 9.7
Gains on disposal of assets
 
 14.6
 
 14.6
Operating income (loss)(6.3) (17.2) 191.9
 
 168.4
Interest income10.2
 1.1
 21.9
 (31.8) 1.4
Interest expense19.5
 31.3
 4.0
 (31.8) 23.0
Income from equity investments in subsidiaries111.1
 141.7
 
 (252.8) 
Other expense (income)(0.8) (2.5) 3.1
 
 (0.2)
Income before income taxes96.3
 96.8
 206.7
 (252.8) 147.0
Provision (benefit) 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

20

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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Statement of Income
 26 weeks ended July 1, 2017
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
Net sales$
 $
 $1,130.7
 $(3.0) $1,127.7
Other revenue
 58.2
 15.0
 (73.2) 
Cost of products sold
 15.0
 416.7
 (71.4) 360.3
Gross margin
 43.2
 729.0
 (4.8) 767.4
Delivery, sales and administrative expense8.4
 46.4
 546.9
 (4.8) 596.9
Re-engineering and impairment charges
 0.7
 34.2
 
 34.9
Impairment of goodwill and intangible assets
 
 62.9
 
 62.9
Gains on disposal of assets
 
 3.2
 
 3.2
Operating income (loss)(8.4) (3.9) 88.2
 
 75.9
Interest income10.2
 1.0
 17.8
 (27.8) 1.2
Interest expense18.1
 28.9
 4.0
 (27.8) 23.2
Income from equity investments in subsidiaries39.9
 80.6
 
 (120.5) 
Other expense (income)(1.0) 25.0
 (21.6) 
 2.4
Income before income taxes24.6
 23.8
 123.6
 (120.5) 51.5
Provision (benefit) for income taxes(5.1) (12.3) 39.2
 
 21.8
Net income$29.7
 $36.1
 $84.4
 $(120.5) $29.7
Comprehensive income$72.7
 $84.6
 $154.7
 $(239.3) $72.7


21

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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)STATEMENTS
(Unaudited)


Condensed Consolidating Balance SheetStatement of Income
 June 30, 2018
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
ASSETS 
  
      
Cash and cash equivalents$
 $0.4
 $97.7
 $(0.1) $98.0
Accounts receivable, net
 
 163.3
 
 163.3
Inventories
 
 281.5
 0.1
 281.6
Non-trade amounts receivable, net
 26.8
 36.6
 
 63.4
Intercompany receivables87.7
 1,161.5
 280.7
 (1,529.9) 
Prepaid expenses and other current assets1.7
 6.4
 64.6
 (47.9) 24.8
Total current assets89.4
 1,195.1
 924.4
 (1,577.8) 631.1
Deferred income tax benefits, net33.4
 72.5
 136.9
 (6.5) 236.3
Property, plant and equipment, net
 62.8
 208.7
 
 271.5
Long-term receivables, net
 
 18.4
 0.1
 18.5
Trademarks and tradenames, net
 
 57.2
 
 57.2
Goodwill
 2.9
 74.0
 
 76.9
Investments in subsidiaries1,245.3
 1,333.9
 
 (2,579.2) 
Intercompany notes receivable505.2
 96.8
 920.4
 (1,522.4) 
Other assets, net0.5
 0.6
 73.8
 (28.3) 46.6
Total assets$1,873.8
 $2,764.6
 $2,413.8
 $(5,714.1) $1,338.1
LIABILITIES AND SHAREHOLDERS' EQUITY 
  
  
  
  
Accounts payable$
 $3.1
 $86.9
 $0.1
 $90.1
Short-term borrowings and current portion of long-term debt and capital lease obligations256.2
 
 1.6
 
 257.8
Intercompany payables1,084.8
 275.7
 169.4
 (1,529.9) 
Accrued liabilities51.7
 57.4
 286.2
 (47.9) 347.4
Total current liabilities1,392.7
 336.2
 544.1
 (1,577.7) 695.3
Long-term debt and capital lease obligations599.6
 
 4.4
 
 604.0
Intercompany notes payable47.7
 1,170.4
 304.3
 (1,522.4) 
Other liabilities9.3
 73.8
 166.0
 (34.8) 214.3
Shareholders' equity (deficit)(175.5) 1,184.2
 1,395.0
 (2,579.2) (175.5)
Total liabilities and shareholders' equity$1,873.8
 $2,764.6
 $2,413.8
 $(5,714.1) $1,338.1
 13 weeks ended March 30, 2019
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
Net sales$
 $
 $488.3
 $(1.0) $487.3
Other revenue
 19.9
 9.5
 (29.4) 
Cost of products sold
 9.6
 182.0
 (30.4) 161.2
Gross margin
 10.3
 315.8
 
 326.1
Delivery, sales and administrative expense1.5
 18.9
 242.3
 
 262.7
Re-engineering and impairment charges
 0.6
 3.7
 
 4.3
Loss on disposal of assets
 
 (0.9) 
 (0.9)
Operating income (loss)(1.5) (9.2) 68.9
 
 58.2
Interest income5.5
 0.7
 10.1
 (15.7) 0.6
Interest expense9.5
 13.2
 3.2
 (15.7) 10.2
Income from equity investments in subsidiaries40.8
 60.3
 
 (101.1) 
Other expense (income)(0.5) 3.0
 (5.8) 
 (3.3)
Income (loss) before income taxes35.8
 35.6
 81.6
 (101.1) 51.9
Provision (benefit) for income taxes(1.1) (3.4) 19.5
 
 15.0
Net income$36.9
 $39.0
 $62.1
 $(101.1) $36.9
Comprehensive income (loss)$55.9
 $57.6
 $93.0
 $(150.6) $55.9

Consolidating Statement of Income
 13 weeks ended March 31, 2018
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
Net sales$
 $
 $542.8
 $(0.2) $542.6
Other revenue
 21.7
 10.1
 (31.8) 
Cost of products sold
 10.0
 198.7
 (29.7) 179.0
Gross margin
 11.7
 354.2
 (2.3) 363.6
Delivery, sales and administrative expense3.0
 22.3
 266.2
 (2.3) 289.2
Re-engineering and impairment charges
 0.3
 7.3
 
 7.6
Gain on disposal of assets
 
 2.2
 
 2.2
Operating income (loss)(3.0) (10.9) 82.9
 
 69.0
Interest income5.1
 0.5
 10.8
 (15.7) 0.7
Interest expense9.2
 15.5
 2.1
 (15.7) 11.1
Income from equity investments in subsidiaries40.8
 70.5
 
 (111.3) 
Other expense (income)(0.6) 12.0
 (11.2) 
 0.2
Income before income taxes34.3
 32.6
 102.8
 (111.3) 58.4
Provision (benefit) for income taxes(1.4) (6.3) 30.4
 
 22.7
Net income$35.7
 $38.9
 $72.4
 $(111.3) $35.7
Comprehensive income$43.4
 $51.9
 $98.3
 $(150.2) $43.4

22

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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)STATEMENTS
(Unaudited)


Condensed Consolidating Balance Sheet
 December 30, 2017
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
ASSETS 
  
      
Cash and cash equivalents$
 $0.1
 $144.0
 $
 $144.1
Accounts receivable, net
 
 144.4
 
 144.4
Inventories
 
 262.2
 
 262.2
Non-trade amounts receivable, net
 179.2
 79.4
 (200.0) 58.6
Intercompany receivables300.8
 1,101.9
 255.4
 (1,658.1) 
Prepaid expenses and other current assets1.1
 2.1
 82.2
 (64.2) 21.2
Total current assets301.9
 1,283.3
 967.6
 (1,922.3) 630.5
Deferred income tax benefits, net33.4
 72.6
 172.0
 
 278.0
Property, plant and equipment, net
 54.9
 223.3
 
 278.2
Long-term receivables, net
 0.2
 19.1
 
 19.3
Trademarks and tradenames, net
 
 62.5
 
 62.5
Goodwill
 2.9
 76.0
 
 78.9
Investments in subsidiaries1,174.9
 1,371.0
 
 (2,545.9) 
Intercompany notes receivable498.4
 100.0
 968.9
 (1,567.3) 
Other assets, net0.6
 0.7
 69.8
 (30.5) 40.6
Total assets$2,009.2
 $2,885.6
 $2,559.2
 $(6,066.0) $1,388.0
LIABILITIES AND SHAREHOLDERS' EQUITY 
  
  
  
  
Accounts payable$
 $3.1
 $121.3
 $
 $124.4
Short-term borrowings and current portion of long-term debt and capital lease obligations131.1
 
 1.9
 
 133.0
Intercompany payables1,013.4
 436.1
 208.6
 (1,658.1) 
Accrued liabilities287.0
 80.4
 298.2
 (264.2) 401.4
Total current liabilities1,431.5
 519.6
 630.0
 (1,922.3) 658.8
Long-term debt and capital lease obligations599.5
 
 5.6
 
 605.1
Intercompany notes payable88.5
 1,172.0
 306.8
 (1,567.3) 
Other liabilities9.1
 75.6
 189.3
 (30.5) 243.5
Shareholders' equity (deficit)(119.4) 1,118.4
 1,427.5
 (2,545.9) (119.4)
Total liabilities and shareholders' equity$2,009.2
 $2,885.6
 $2,559.2
 $(6,066.0) $1,388.0



 March 30, 2019
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
ASSETS 
  
      
Cash and cash equivalents$
 $0.3
 $146.5
 $
 $146.8
Accounts receivable, net
 
 167.0
 
 167.0
Inventories
 
 269.0
 
 269.0
Non-trade amounts receivable, net
 166.5
 96.1
 (210.8) 51.8
Intercompany receivables310.5
 1,358.4
 230.2
 (1,899.1) 
Prepaid expenses and other current assets1.0
 5.3
 41.5
 (26.8) 21.0
Total current assets311.5
 1,530.5
 950.3
 (2,136.7) 655.6
Deferred income tax benefits, net41.7
 42.2
 142.8
 
 226.7
Property, plant and equipment, net
 74.6
 203.3
 
 277.9
Operating lease assets
 0.5
 81.5
 
 82.0
Long-term receivables, net
 0.1
 17.5
 
 17.6
Trademarks and tradenames, net
 
 52.3
 
 52.3
Goodwill
 2.9
 74.6
 
 77.5
Investments in subsidiaries1,371.9
 1,514.5
 
 (2,886.4) 
Intercompany notes receivable486.6
 97.7
 1,117.7
 (1,702.0) 
Other assets, net1.1
 0.3
 76.5
 (28.7) 49.2
Total assets$2,212.8
 $3,263.3
 $2,716.5
 $(6,753.8) $1,438.8
LIABILITIES AND SHAREHOLDERS' EQUITY 
  
  
  
  
Accounts payable$0.1
 $3.8
 $77.6
 $
 $81.5
Short-term borrowings and current portion of long-term debt and finance lease obligations253.3
 
 114.5
 
 367.8
Intercompany payables1,276.2
 428.5
 194.4
 (1,899.1) 
Accrued liabilities265.6
 57.7
 261.9
 (237.6) 347.6
Total current liabilities1,795.2
 490.0
 648.4
 (2,136.7) 796.9
Long-term debt and finance lease obligations599.6
 
 3.4
 
 603.0
Intercompany notes payable
 1,424.7
 277.3
 (1,702.0) 
Operating lease liabilities
 0.3
 52.4
 
 52.7
Other liabilities2.0
 47.4
 149.5
 (28.7) 170.2
Shareholders' equity (deficit)(184.0) 1,300.9
 1,585.5
 (2,886.4) (184.0)
Total liabilities and shareholders' equity$2,212.8
 $3,263.3
 $2,716.5
 $(6,753.8) $1,438.8


23

Table of Contents
TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)STATEMENTS
(Unaudited)

Condensed Consolidating Statement of Cash FlowsBalance Sheet
 26 weeks ended June 30, 2018
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
Operating Activities:         
Net cash provided by (used in) 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 provided by (used in) 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 options0.3
 
 
 
 0.3
Repurchase of common stock(51.1) 
 
 
 (51.1)
Repayment of capital lease obligations
 
 (1.3) 
 (1.3)
Net change in short-term debt126.7
 
 0.9
 
 127.6
Net intercompany borrowings71.4
 9.8
 35.6
 (116.8) 
Net cash provided by (used in) financing activities77.1
 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
 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 receivables309.2
 1,430.1
 230.5
 (1,969.8) 
Prepaid expenses and other current assets1.1
 3.7
 48.2
 (33.7) 19.3
Total current assets310.3
 1,603.1
 900.8
 (2,193.6) 620.6
Deferred income tax benefits, net41.7
 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 subsidiaries1,305.3
 1,346.8
 
 (2,652.1) 
Intercompany notes receivable515.3
 95.4
 1,069.4
 (1,680.1) 
Other assets, net0.3
 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 obligations189.4
 
 96.1
 
 285.5
Intercompany payables1,330.9
 436.3
 202.6
 (1,969.8) 
Accrued liabilities278.6
 69.2
 220.4
 (223.8) 344.4
Total current liabilities1,798.9
 511.2
 642.6
 (2,193.6) 759.1
Long-term debt and finance lease obligations599.7
 
 3.7
 
 603.4
Intercompany notes payable6.6
 1,366.7
 306.8
 (1,680.1) 
Other liabilities2.9
 48.1
 159.1
 (28.6) 181.5
Shareholders' equity (deficit)(235.2) 1,236.3
 1,415.8
 (2,652.1) (235.2)
Total liabilities and shareholders' equity$2,172.9
 $3,162.3
 $2,528.0
 $(6,554.4) $1,308.8





24

Table of Contents
TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)STATEMENTS
(Unaudited)

Condensed Consolidating Statement of Cash Flows
26 weeks ended July 1, 201713 weeks ended March 30, 2019
(In millions)Parent Guarantor Non-Guarantors Eliminations TotalParent Guarantor Non-Guarantors Eliminations Total
Operating Activities:                  
Net cash provided by (used in) operating activities$(18.8) $(29.5) $80.3
 $(17.8) $14.2
$3.8
 $(115.4) $74.4
 $(2.9) $(40.1)
Investing Activities:                  
Capital expenditures
 (8.0) (24.0) 
 (32.0)
 (7.5) (5.4) 
 (12.9)
Proceeds from disposal of property, plant and equipment
 
 5.3
 
 5.3

 
 0.6
 
 0.6
Net intercompany loans28.5
 1.2
 (38.8) 9.1
 
22.2
 53.6
 (64.3) (11.5) 
Net cash provided by (used in) investing activities28.5
 (6.8) (57.5) 9.1
 (26.7)22.2
 46.1
 (69.1) (11.5) (12.3)
Financing Activities:                  
Dividend payments to shareholders(69.3) 
 
 
 (69.3)(33.9) 
 
 
 (33.9)
Dividend payments to parent
 
 (7.7) 7.7
 

 
 (2.7) 2.7
 
Proceeds from exercise of stock options9.9
 
 
 
 9.9

 
 
 
 
Repurchase of common stock(0.6) 
 
 
 (0.6)(0.7) 
 
 
 (0.7)
Repayment of capital lease obligations
 
 (1.2) 
 (1.2)
Repayment of finance lease obligations
 
 (0.3) 
 (0.3)
Net change in short-term debt60.1
 
 
 
 60.1
64.6
 
 19.5
 
 84.1
Debt issuance cost(1.3) 
 
 
 (1.3)
Net intercompany borrowings(9.8) 35.9
 (27.1) 1.0
 
(54.7) 69.3
 (26.3) 11.7
 
Net cash provided by (used in) financing activities(9.7) 35.9
 (36.0) 8.7
 (1.1)(26.0) 69.3
 (9.8) 14.4
 47.9
Effect of exchange rate changes on cash, cash equivalents and restricted cash
 
 5.5
 
 5.5

 
 3.1
 
 3.1
Net change in cash, cash equivalents and restricted cash
 (0.4) (7.7) 
 (8.1)
 
 (1.4) 
 (1.4)
Cash, cash equivalents and restricted cash
at beginning of year

 0.5
 95.6
 (0.1) 96.0

 0.3
 151.6
 
 151.9
Cash, cash equivalents and restricted cash
at end of period
$
 $0.1
 $87.9
 $(0.1) $87.9
$
 $0.3
 $150.2
 $
 $150.5



25

Table of Contents
TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)STATEMENTS
(Unaudited)

Condensed Consolidating Statement of Cash Flows
 13 weeks ended March 31, 2018
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
Operating Activities:         
Net cash provided by (used in) operating activities$(4.4) $(42.9) $10.6
 $(4.1) $(40.8)
Investing Activities:         
Capital expenditures
 (5.5) (9.7) 
 (15.2)
Proceeds from disposal of property, plant and equipment
 
 5.9
 
 5.9
Net intercompany loans(64.3) (5.5) (56.7) 126.5
 
Net cash provided by (used in) investing activities(64.3) (11.0) (60.5) 126.5
 (9.3)
Financing Activities:         
Dividend payments to shareholders(35.4) 
 
 
 (35.4)
Dividend payments to parent
 
 (1.2) 1.2
 
Proceeds from exercise of stock options0.2
 
 
 
 0.2
Repurchase of common stock(1.0) 
 
 
 (1.0)
Repayment of finance lease obligations
 
 (0.5) 
 (0.5)
Net change in short-term debt87.0
 
 10.2
 
 97.2
Net intercompany borrowings17.9
 54.1
 51.6
 (123.6) 
Net cash provided by (used in) financing activities68.7
 54.1
 60.1
 (122.4) 60.5
Effect of exchange rate changes on cash, cash equivalents and restricted cash
 
 4.1
 
 4.1
Net change in cash, cash equivalents and restricted cash
 0.2
 14.3
 
 14.5
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
$
 $0.3
 $161.4
 $
 $161.7
Note 18:19:New Accounting Pronouncements
In FebruaryAugust 2018, the FASB issued an amendment to existing guidance on reclassification of certain tax effects from Accumulated Other Comprehensive Income.the accounting for implementation, setup, and other upfront costs incurred in a cloud computing arrangement that is hosted by the vendor that is a service contract. Under the amendment, the stranded tax effects resulting fromrequirement for capitalizing implementation costs incurred in a hosting environment that is a service contract is aligned with the Tax Act are to be reclassified from accumulated other comprehensive income to retained earnings.requirements for capitalizing implementation costs incurred for an internal-use software license. This guidance is effective for fiscal years beginning after December 15, 2018,2019, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this amendment to have a material impact on the Company’s Consolidated Financial Statements.
In August 2018, the FASB issued an amendment to existing guidance on disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Under the amendment, the entity is required to disclose the weighted-average interest crediting rates used, reasons for significant gains and losses affecting the benefit obligation and an explanation of any other significant changes in the benefit obligation or plan assets. The amendment also removed certain required disclosures that no longer are considered cost beneficial. This guidance is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this amendment on its disclosure, and does not expect any impact on its basic financial statements.

26

Table of Contents
TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

In August 2018, the FASB issued an amendment to existing guidance on disclosure requirements on fair value measurement as part of its broader disclosure framework project, which aims to improve the effectiveness of disclosures in the notes to the financial statements. Under this amendment, certain disclosure requirements for fair value measurement were eliminated, modified and added. This guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption of either the entire standard or only the provisions that eliminate or modify requirements is permitted. The Company is currently evaluating the impact of the adoption of this amendment on its Consolidated Financial Statements.
In August 2017, the FASB issued an amendment to existing guidance on hedge accounting. Under the amendment, the impact of both the effective and ineffective components of a hedging relationship is required to be recorded in the same income statement line. After initial qualification, a qualitative assessment of effectiveness is permitted instead of a quantitative test for certain hedges. This guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company estimates that based on how it has operated historically between $10 million and $15 million in annual interest expense would have been reclassified into other line items of the Consolidated Statement of Income if the provisions of this amendment had been followed in prior years.
In February 2016, the FASB issued an amendment to existing guidance on lease accounting that requires the assets and liabilities arising from operating leases be presented in the balance sheet. This guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is in the process of gathering information to enable adoption, and identifying changes to its business processes and controls to support required reporting. As part of this, the Company is evaluating the specific impact of the adoption of this amendment on its Consolidated Financial Statements, though it does expect a significant increase in both assets and liabilities upon adoption due to recognition of right of use assets and related liabilities. Note 16 to Consolidated Financial Statements included in the Company's 2017 Annual Report on Form 10-K provides further details regarding the Company's undiscounted minimum rental commitments under non-cancelable operating leases.
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion of the results of operations for the 13 and 26 weeks ended JuneMarch 30, 2018,2019, compared with the 13 and 26 weeks ended July 1, 2017,March 31, 2018, and changes in financial condition during the 2613 weeks ended JuneMarch 30, 2018.2019.
The Company's primary meanscore sales are derived from the distribution of distributing its products is through independent sales organizations and individuals, which in many cases are also its customers. The vast majority of the Company's products are, in turn, sold to end consumers who are not members of its sales force. The Company is largely dependent upon these independent sales organizations and individuals to reach end consumers, and any significant disruption of this distribution network would have a negative financial impact on the Company and its ability to generate sales, earnings and operating cash flows. The Company's primary business drivers are the size, activity, diversity and productivity of its independent sales organizations.
In 2019, the Company continued to sell directly, and/or through its sales force, to end consumers via the Internet and through a limited number of business-to-business transactions, in which it sells products to a partner company. These business-to-business transactions are not considered part of the Company's core sales and are not material to overall sales.
As the impacts of foreign currency translation are an important factor in understanding period-to-period comparisons, the Company believes the presentation of results on a local currency basis, as a supplement to reported results, helps improve readers' ability to understand the Company's operating results and evaluate performance in comparison with prior periods. The Company presents local currency information that compares results between periods as if current period exchange rates had been used to translate results in the prior period. The Company uses results on a local currency basis as one measure to evaluate performance. The Company generally refers to such amounts as calculated on a "local currency" basis, or "excluding the impact of foreign currency." These results should be considered in addition to, not as a substitute for, results reported in accordance with generally accepted accounting principles in the United States ("GAAP"). Results on a local currency basis may not be comparable to similarly titled measures used by other companies.
Effective in the fourth quarter of 2017, in connection with the closure of its Beauticontrol business, the Company changed its segment reporting. The change was to combine its previous Beauty North America and Tupperware North America segments into one North America segment. Comparable information from all historical periods presented has been revised to conform with the new presentation.

The Company defines established market economies as those in Western Europe (including Scandinavia), Australia, Canada, Japan, New Zealand, and the United States. All other countries are classified as having emerging market economies.
Overview
  13 weeks ended Change Change excluding the impact of foreign exchange  Foreign exchange impact
(In millions, except per share amounts) Jun 30,
2018
 Jul 1,
2017
   
Net sales $535.4
 $572.9
 (7)% (4)% $(16.0)
Gross margin as percent of sales 67.6% 68.1% (0.5)ppna
 na
DS&A as percent of sales 50.9% 52.2% (1.3)ppna
 na
Impairment of goodwill $
 $62.9
 na
 na
 na
Operating income (loss) $99.4
 $(1.1) na
 na
 $(3.9)
Net income (loss) $63.8
 $(17.7) na
 na
 $(3.0)
Net income (loss) per diluted share $1.26
 $(0.35) na
 na
 $(0.06)

 26 weeks ended Change Change excluding the impact of foreign exchange  Foreign exchange impact 13 weeks ended Change Change excluding the impact of foreign exchange  Foreign exchange impact
(In millions, except per share amounts) Jun 30,
2018
 Jul 1,
2017
  Mar 30,
2019
 Mar 31,
2018
 
Net sales $1,078.0
 $1,127.7
 (4)% (5)% $6.0
 $487.3
 $542.6
 (10)% (2)% $(44.0)
Gross margin as percent of sales 67.3% 68.1% (0.8)ppna
 na
 66.9% 67.0% (0.1)ppna
 na
DS&A as percent of sales 52.1% 52.9% (0.8)ppna
 na
 53.9% 53.3% 0.6
ppna
 na
Impairment of goodwill $
 $62.9
 na
 na
 na
Operating income $168.4
 $75.9
 +
 +
 $1.0
 $58.2
 $69.0
 (16)% (5)% $(7.9)
Net income $99.5
 $29.7
 +
 +
 $0.7
 $36.9
 $35.7
 3 % 22 % $(5.4)
Net income per diluted share $1.95
 $0.58
 +
 +
 $0.01
 $0.76
 $0.70
 9 % 29 % $(0.11)
_________________________
nanot applicable
+change is greater than 100%
pppercentage points

Reported sales decreased 710 percent compared with the secondfirst quarter of 2017.2018. Excluding the impact of changes in foreign currency exchange rates, sales decreased 42 percent. This included a 2 percentage point negative impact from the closure of Beauticontrol in 2017, as well as from the combination of the Tupperware and NaturCare businesses in Japan as of the beginning of 2018. The Company's businesses operating in emerging market economies were even with 2017had a 3 percent decline in sales in local currency sales.currency. The significant sales increases were in China, Fuller and Tupperware Mexico and Tupperware South Africa. The most significant sales decreases were in Brazil, Fuller Mexico, India and Indonesia. The most significant sales increases were in Argentina, China, and the Commonwealth of Independent States (CIS). Local currency sales in the Company's businesses that operate in established economy markets, as a group, decreased 132 percent, primarily driven by the impact from the closure of Beauticontrol in 2017, as well as sales decreases in Germany and the United States and Canada. The most significant sales increases were in France and Tupperware Australia and New Zealand.Switzerland, from large business-to-business arrangements.
OperatingIn the first quarter, operating income decreased 16 percent and net income increased $100.5 million and $81.5 million respectively, in3 percent. Excluding the second quarter, including $3.9 million and $3.0 million negative impacts fromimpact of changes in foreign currency exchange rates, operating income decreased 5 percent and net income increased 22 percent, respectively. The increases primarilydecrease in operating income reflected the impact of lower sales, together with higher costs in South America, partially offset by lower management incentive costs. The increase in net income reflected the decrease in segment profit, which was more than offset by lower re-engineering costs, and benefit of not having the $62.9 million impairment of goodwill related to Fuller Mexico that was recordedfrom a change in the second quarter of 2017, lower pre-tax re-engineering costs in connection with the Company's restructuring plan announced in July 2017 and higher pre-tax gains in 2018 from real estate transactions.accounting for net equity hedges. Net income was also positively impacted by a lower income tax rate.
Net cash flow from operating activities for the periods ending March 30, 2019 and March 31, 2018 were outflows of $40.1 million and $40.8 million, respectively. The slightly favorable comparison was primarily due to lower cash outflows related to inventory, timing of tax payments and prepaid expenses. This was partially offset by an increase in cash outflow related to accounts payable, mainly from a higher income taxes on increased pretax income versus 2017.balance at the end of 2018 compared with the prior year, and reduced recurring purchases in light of a lower level of business in certain units.

Net Sales
Reported sales fordecreased 10 percent in the year-to-date period decreased 4 percent.first quarter of 2019 compared with the first quarter of 2018. Excluding the impact of changes in foreign currency exchange rates, sales decreased 52 percent. The factors impacting the year-to-date sales comparisons were largely the same as those impacting the second quarter, except in Germany, which hadThis included a significant decline in sales year-to-date. The net income comparisons were similar to those impacting the second quarter comparisons, though the drop through to profit from lower sales was higher on the year-to-date comparison.
Net cash flow from operating activities for the periods ending June 30, 2018 and July 1, 2017 was an outflow of $38.8 million and an inflow of $14.2 million, respectively. The unfavorable comparison was primarily due to amounts paid in connection with the Company's re-engineering program announced in 2017, increased income tax payments, higher outflows3 percentage point positive impact from the Company's fair valuebenefit of business-to-business sales, mainly in France and net equity hedging activities and lower collections of receivables, in part due to recognizing more revenue laterSwitzerland. On average, prices were even in the first quarter as well as delays in recoverycompared with 2018.
The Company's emerging market units accounted for 69 percent and 70 percent of non-income tax receivables.
Net Sales
Reported sales decreased 7 percent in the second quarter.first quarters of 2019 and 2018, respectively. In 2019, reported sales in these units decreased $43.5 million, or 11 percent, which included a negative $34.9 million impact from foreign currency exchange rates. Excluding the impact of changes in foreign currency exchange rates, sales decreased 4declined 3 percent. This included a 2 percentage point negative impact from the closure of Beauticontrol in 2017, as well as from the combination of the Tupperware and NaturCare businesses in Japan as of the beginning of 2018. The average impact of higher prices was 2 percent.
The Company's emerging market units accounted for 71 percent and 69 percent of sales in the second quarters of 2018 and 2017, respectively. In 2018, reported sales in these units decreased $19.4 million, or 5 percent, which included a negative $21.1 million impact from foreign currency exchange rates. The most significant local currency sales increase was in China due to the net addition of experience studios.outlets. Other units with meaningful increases were FullerArgentina, mainly from pricing, and Tupperware Mexico due to higher prices and order sizes and Tupperware South AfricaCIS from a larger, more active sellers.productive sales force. The sales growth in these units was more than offset by decreases in Brazil, from a less active sales force, Fuller Mexico, from a smaller and less productive sales force, in light of political and macro-economic instability, by India and Indonesia from a smaller, less productiveactive sales force, and by Indonesia, from a smaller sales force from lower additions.forces. The average impact of higher prices in the emerging market units was 31 percent.
Reported sales in the established market units decreased 107 percent. Excluding a positive $5.1negative $9.1 million impact of changes in foreign currency exchange rates, sales decreased 13 percent, which included a negative 6 percent impact2 percent. The local currency sales decrease was mainly due to less active sellers from the Beauticontrol closurelower sales force additions in Germany and the combination of units in Japan. Local currency sales decreased, in part, due to the smaller, less active sales forces in continental Europe, reflecting knock-on effects following the closure of the French manufacturing facility in the first quarter of 2018, most significantly in FranceUnited States and Germany.Canada. These decreases were partially offset by the benefit of a largesignificant business-to-business sale. While the Company actively pursues business-to-business opportunities, sales from this channel are based on reaching agreements with business partnersin France and their product needs, along with consideration of how the arrangements will be integrated with the Company's primary sales channel. Consequently, activity in one period may not be indicative of future trends. Sales also decreased in Tupperware Australia and New Zealand, from lower productivity.Switzerland. The average impact of changes in pricinglower prices in the established market units was not significant.
On a year-to-date basis, emerging markets accounted for 70 percent and 68 percent of total Company sales in 2018 and 2017, respectively. Total sales on a reported basis in the emerging markets decreased $8.3 million or 1 percent, including a negative $15.4 million impact from changes in foreign currency exchange rates. Excluding the impact of changes in foreign currency exchange rates, sales increased in these units by 1 percent. Total sales on a reported basis in the established markets decreased $41.4 million, or 11 percent, for the year-to-date period of 2018, compared with the same period of 2017, which included a positive $21.4 million impact from changes in foreign currency exchange rates. Excluding the impact of changes in foreign currency exchange rates, sales decreased in these units by 16 percent, which included a negative 6 percent impact from the Beauticontrol closure and the combination of units in Japan. The sources of the year-to-date fluctuations largely followed those of the second quarter comparison, except in Germany, which had a significant decline in sales year-to-date.
Compared with historical accounting under the previous guidance, the Company estimates revenue for the year-to-date period of 2018 would have been $6 million lower.
A more detailed discussion of the sales results by reporting segment is included in the segment results section in this Part I, Item 2.

As discussed in Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this Report, the Company includes certain promotional costs in delivery, sales and administrative expense (DS&A). As a result, the Company's net sales may not be comparable with other companies that treat these costs as a reduction of revenue.
Gross Margin
Gross margin as a percentage of sales was 67.666.9 percent and 68.167.0 percent in the secondfirst quarters of 20182019 and 2017,2018, respectively. The decrease of 0.50.1 percentage point ("pp") primarily reflected an unfavorable mix of products sold and increased sales incentives, mainly in Brazil and Europe (0.9 pp) and higher resin costs (0.6 pp). This was partially offset by a favorable mix impact from relatively higher sales in certain units with higherlower than average gross margins (0.3 pp), lower manufacturing costs, mainly in Europe (0.3 pp), less of an impact from inventory in Venezuela being included in cost of goods sold in 2018 at its stronger, historical exchange rate rather than the rate used to translate its sales compared with the impact in 2017 (0.2 pp) and lower obsolescence expense (0.2(0.1 pp).
For the year-to-date periods, gross margin as a percentage of sales was 67.3 percent in 2018, compared with 68.1 percent for the same period of 2017. The factors leading to the 0.8 pp decrease primarily reflected an unfavorable mix of products sold and increased sales incentives, mainly in Brazil and Europe (1.2 pp) and higher resin costs (0.4 pp). This was partially offset by a favorable mix impact from relatively higher sales in certain units with higher than average gross margins (0.4 pp) and lower manufacturing costs, mainly in Europe and North America (0.3 pp) and lower obsolescence expense (0.1 pp).
As discussed in Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this Report, the Company includes costs related to the distribution of its products in DS&A. As a result, the Company's gross margin may not be comparable with other companies that include these costs in costs of products sold.
Costs and Expenses
DS&A as a percentage of sales was 50.953.9 percent in the secondfirst quarter of 2018,2019, compared with 52.253.3 percent in 2017.2018. The comparison reflected lower administrative expenses,higher distribution costs as a percentage of sales, mainly in Brazil Corporate and France (0.9the United States and Canada, in light of lower sales (1.0 pp), an unfavorable impact from the translation effect of changes in foreign currency exchange rates (0.4 pp), less efficient promotional spending, primarily in Germany, Indonesia and the United States and Canada (0.3 pp), and an increase in fixed costs due to inflation (0.3 pp), higher bad debt expense (0.2 pp), and increased commissions (0.1 pp) primarily in South America. This was partially offset by a favorable mix impact from relatively higher sales in certain units with lower than average DS&A (0.6(1.2 pp), more efficient promotional spending primarily in Brazil and Europe (0.5 pp) and a favorable impact of the 2017 closure of Beauticontrol, which had higher than average DS&A as a percentage of sales (0.4 pp). This was partially offset by higher distribution costs, mainly in Brazil and Tupperware North America (0.7 pp) and increased commissions primarily in Brazil and Japan (0.3 pp).
For the year-to-date periods, DS&A as a percentage of sales decreased to 52.1 percent from 52.9 percent in 2017, primarily reflecting lower administrative expenses, mainly in Brazil andat Corporate (0.7 pp), a favorable mix impact from relatively higher sales in certain units withdue to lower than average DS&Amanagement incentives (0.6 pp), more efficient promotional spending primarily in Brazil and Fuller Mexico (0.6 pp) and a favorable impact of the 2017 closure of Beauticontrol, which had higher than average DS&A as a percentage of sales (0.4 pp). This was partially offset by higher distribution costs, mainly in Europe and Tupperware United States and Canada (0.8 pp), increased commissions primarily in Brazil and Japan (0.4 pp) and higher bad debt expense, mainly in Germany (0.2 pp).
Specific segment impacts are discussed in the segment results section in this Part I, Item 2.
Re-engineering Costs
Refer to Note 7 to the Consolidated Financial Statements in Part I, Item 1 of this Report, for a discussion of re-engineering activities and accruals.
The Company recorded $2.1$4.3 million and $32.6$7.6 million in re-engineering charges during the secondfirst quarters of 20182019 and 2017,2018, respectively.
In 2018 and 2017,2019, the re-engineering and impairment charges incurred were primarily related to severance costs and restructuring actions taken in connection with the Company's plans through 2018 or 2019, to rationalize its supply chain and to adjust the cost base of several marketing units. The restructuring charges also relate to the Company's decision to wind-down the Beauticontrol reporting unit in 2017. Year-to-date in 2018,As part of this program, the Company recorded $0.7$3.1 million and $7.6 million in costthe first quarters of sales2019 and 2018, respectively, primarily related to severance costs incurred for inventory obsolescenceheadcount reductions in several of the Company’s operations in connection with the Company's re-engineering program.

changes in its management and organizational structures. Under the Company's re-engineeringthis program, which was announced in July 2017, it expects to incur a totalthe Company has incurred $82.8 million of $90 to $100 million in pretax costs of which $76 million has been recorded starting in the second quarter of 2017 through the secondfirst quarter of 2018.2019. The Company expects to incur an additional $6$6.5 million of pretax re-engineering costs starting in the remainder of 2018. The Company's estimates reflect about 65% of the total program cost will relate to severance and benefits, while the balance will predominantly relate to costs to exit leases and other contracts, mainly related to wind-down of Beauticontrol and closure of the French manufacturing facility, as well as the write-off of excess assets for which there are not expected to be disposal proceeds. Cash outflows associated with the overall program are expected to total $80 to $90 million, including $36 million paid through the second quarter of 2018,2019 and an additional $18 million expected to be paid in the remainder of 2018. Both the cost and cash flow are before related asset sales that could bring proceeds of up to $35 to $45 million over time, including $28 million received in connection with the sale of assets in the first half of 2018.onward. The annualized benefit of these actions, once fully implemented, is estimated to be $35 million with a small amount$5 million realized in 2017, about two-thirds of the annualized benefit to be$22 million realized in 2018, and the remainder in 2019 or 2020.2019. After reinvestment of a portion of the benefits, improved profitability in 2018 will be reflected most significantly through lower cost of products sold, in the second half, andbut also through lower DS&A.
Sale Leaseback transaction&A; however, overall profitability has not risen in light of lower sales and higher costs.
In April 2018,January 2019, the Company executedannounced a saletransformation program running through 2022 that is expected to cost approximately $100 million in pretax cost, with 90 percent paid in cash. Once fully implemented, the transformation projects are expected to enable annual local currency sales growth and leaseback of its distribution facilityto generate about $50 million in Japan. The lease has an initial term of 6 years and 5 months. The transaction resulted in cash proceeds of $22.4 million and a deferred gain of $7.9 million, which was recorded as a liability and will be amortized over the lease term.annualized savings. The Company recorded a gain of $9.5incurred $1.2 million in connection with this transaction.the first quarter of 2019 related to the transformation program in Europe, primarily related to outside consulting services and project team expenses.
Net Interest Expense
Net interest expense was $11.2$9.6 million in the secondfirst quarter of 2018,2019, a decrease of $0.8 million compared with $10.9 millionto the first quarter of 2018. The decrease in 2017. The increase in net interest expense in the year-over-year comparisons was primarily duerelated to the impact of higher interest rates on higher average borrowings, partially offset by less expense related to$1.1 million benefit from the accounting policy change for forward points from the Company's hedging activities.activities, partially offset by the impact of higher average borrowings in the year-over-year comparisons.
Tax Rate
The effective tax rates for the second quarterfirst quarters of 2019 and year-to-date periods of 2018 were 28.128.9 percent and 32.3 percent compared with negative 38.9 percent and positive 42.3 percent for the comparable 2017 periods. In 2017, the Company incurred impairment and other charges resulting in a loss for the second quarter and a related negative tax rate. The tax rate for the first quarter of 2018 was 38.8 percent. The decrease in the rate from the first quarter to the second quarter of 2018, was the result of a change in rate was primarily due to a lower estimated full-year provision for the mix ofGlobal Intangible Low-Taxed income tax audit settlements, and certain actions taken by the Company to partially reduce the negative impact of the international provisions of the newly enacted Tax Act, particularly the GILTI provisions.(GILTI) tax.
The Company continues to evaluate the impact of the GILTI provisions under the Tax Act, which are complex and subject to continuing regulatory interpretation by the IRS. The Company is required to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred or (2) factoring such amounts into the Company’s measurement of its deferred taxes. The Company’s accounting policy election with respect to the new GILTI Tax rules will depend, in part, on further guidance issued by the IRS, and on analyzing its global income to determine whether it can reasonably estimate the tax impact. While the Company has included an estimate of GILTI in its estimated effective tax rate for 2018, it has not completed its analysis and is not yet able to determine which method to elect. Adjustments related to the amount of GILTI Tax recorded in its Consolidated Financial Statements may be required based on the outcome of this election.
As discussed in Note 1314 to the Consolidated Financial Statements in Part I, Item 1 of this Report, the Company's uncertain tax positions increase the potential for volatility in its tax rate. As such, it is reasonably possible that the effective tax rates in any individual quarter will vary from the full year expectation. At this time, the Company is unable to estimate what impact that may have on any individual quarter.

Net Income
Net income increased $81.5$1.2 million in the secondfirst quarter of 20182019 compared with 2017,2018, which included a $3.0$5.4 million negative impact on the comparison from changes in foreign currency exchange rates. The increase primarily reflected the benefit of not having the $62.9 million non-cash, impairment of the purchase accounting goodwill in Fuller Mexico that was recorded in the second quarter of 2017, $30.5$3.3 million lower pre-tax re-engineering costs in connection with the Company's restructuring plan announced in July 2017, as well as $9.3 million higher pre-tax gains in 2018 from real estate transactions. This waslower corporate costs and lower income tax expense versus 2018. These were partially offset by lower segment profit, decreaseless efficient promotional spending, higher fixed costs in South America, primarily fromArgentina and Brazil, increased bad debt expense in Brazil and Fuller Mexico and increased commission expense in Brazil. Net income was also negatively impacted by higher income taxes on increased pretax income versus 2017.
For the year-to-date period, net income increased $69.8 million, compared with 2017, including a positive 0.7 million translation impact from changes in foreign currency exchange rates. The factors impacting the comparison were largely the same as for the quarter.
A more detailed discussion of the sales results by reporting segment is included in the segment results section below in this Part I, Item 2.
International operations generated 9293 percent and 9192 percent of sales in the secondfirst quarter of 2019 and year-to-date periods of 2018, and 2017, respectively. These units generated 9698 percent of net segment profit in the second quarters of both years and 97 percent of net segment profit in the year-to-date periodsfirst quarter of both years.2019 and 2018, respectively.
The sale of beauty products generated 14 percent of sales in the secondfirst quarter of 2019, and year-to-date periods of 2018, and 1513 percent in the secondfirst quarter and year-to-date periods of 2017.2018.
Segment Results
Europe
(In millions)13 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact  Percent of total
Jun 30,
2018
 Jul 1,
2017
 2018 2017
Net sales$132.7
 $135.4
 (2)% (4)% $3.5
 25 24
Segment profit15.1
 11.9
 28
 25
 0.2
 15 11
              
Segment profit as percent of sales11.4% 8.8% 2.6
ppna
 na
 na na

(In millions)26 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact  Percent of total13 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact  Percent of total
Jun 30,
2018
 Jul 1,
2017
 2018 2017Mar 30,
2019
 Mar 31,
2018
 2019 2018
Net sales$276.6
 $284.9
 (3)% (10)% $22.1
 26 25$138.6
 $143.9
 (4)% 8% $(16.1) 28 26
Segment profit27.5
 31.8
 (13) (21) 3.0
 15 1617.7
 12.4
 43
 65
 (1.7) 24 14
                    
Segment profit as percent of sales9.9% 11.2% (1.3)ppna
 na
 na na12.8% 8.6% 4.2
ppna
 na
 na na
_________________________
nanot applicable
pppercentage points
Reported sales decreased 24 percent compared with the secondfirst quarter of 2017.2018. Excluding the impact of changes in foreign currency exchange rates, sales decreased 4increased 8 percent compared with the secondfirst quarter of 2017, reflecting2018, primarily due to higher business-to-business sales. On average, the impact of lower volumeprices was 1 percent in the segment's established market units. On average, prices were even in the secondfirst quarter compared with 2017.

of 2019, primarily related to more aggressive promotional pricing.
Emerging markets accounted for $58.3$52.3 million and $53.9$59.0 million, or 4438 percent and 4041 percent of the reported sales in the segment in the secondfirst quarters of 20182019 and 2017,2018, respectively. Excluding the impact of changes in foreign currency exchange rates, the emerging market units' sales increased by 105 percent, primarily reflecting a larger, more active sellers and higher pricesproductive sales force in Tupperware South Africa.CIS.
The established market units' reported sales decreased 9 percent.increased 2 percent compared to the first quarter of 2018. Excluding the impact of changes in foreign currency exchange rates, these units decreased 14units' sales increased by 11 percent, reflecting the benefit of relatively large business-to-business sales in France and Switzerland. This was partially offset by a decrease in sales in Germany, due to smaller, less active sales forcesforce, and in continental Europe, in part, due to service issuesScandinavia from a smaller, less productive sales force.

Segment profit increased $5.3 million in the first quarter of 2018, and perception issues, following the closure of the French manufacturing facility, most significantly in Germany and France. This was partially offset by the benefit of a relatively large business-to-business sale in Germany.
Segment profit increased $3.2 million in the second quarter of 20182019 versus 2017.2018. Excluding the impact of changes in foreign currency exchange rates, segment profit increased $3.0$7.0 million, despite lowerreflecting higher than average profitability on the increased business-to-business sales that carried lower gross margins, primarily reflectingand lower promotional spendingspending.
The euro, South African rand and reduced operating costs fromTurkish lira were the Company's re-engineering efforts beginning in 2017.
On a year-to-date basis, reported sales decreased 3 percent compared with 2017. Excluding the impact of changes in foreign currency exchange rates, sales in 2018 were down 10 percent compared with 2017. The factors impacting the sales comparison were largely the same as for the quarter.
Year-to-date segment profit decreased 13 percent on a reported basis, and was down 21 percent in local currency. The decrease was primarily due to the lost contribution margin, in light of lower sales inmain currencies that impacted the first quarter of 2018, most significantly in France and Germany, as well as higher bad debt expense in Germany.
The euro was the main currency that impacted the second quarter year-over-year sales comparisons. Thecomparison, with the euro and South African rand impactedhaving the year-to-date sales andmost impact on the profit comparison.
Asia Pacific
(In millions)13 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact  Percent of total13 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact  Percent of total
Jun 30,
2018
 Jul 1,
2017
 2018 2017Mar 30,
2019
 Mar 31,
2018
 2019 2018
Net sales$180.0
 $183.5
 (2)% (4)% $3.2
 34 32$156.1
 $172.2
 (9)% (5)% $(8.7) 32 32
Segment profit45.4
 46.2
 (2) (5) 1.8
 45 4330.0
 37.9
 (21) (16) (2.2) 41 44
                    
Segment profit as percent of sales25.2% 25.2% 
ppna
 na
 na na19.2% 22.0% (2.8)ppna
 na
 na na

(In millions)26 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact  Percent of total
Jun 30,
2018
 Jul 1,
2017
 2018 2017
Net sales$352.2
 $360.8
 (2)% (5)% $10.8
 33 32
Segment profit83.3
 86.2
 (3) (7) 3.9
 44 42
              
Segment profit as percent of sales23.7% 23.9% (0.2)ppna
 na
 na na
__________________________

nanot applicable
pppercentage points
Reported sales decreased 29 percent compared with the secondfirst quarter of 2017.2018. Excluding the impact of changes in foreign currency exchange rates, sales decreased 45 percent. TheOn average, the impact of higherlower prices was 1 percent.

2 percent in the first quarter compared with 2018, primarily related to more aggressive promotional pricing.
Emerging markets accounted for $154.3$137.7 million and $154.6$150.2 million, or 8688 percent and 8487 percent of reported sales in the secondfirst quarters of 20182019 and 2017,2018, respectively. Excluding the positive $3.2negative $7.3 million impact from changes in foreign currency exchange rates, sales in these units decreased 24 percent compared with 2017.2018. The most significant decrease wasdecreases were in India and Indonesia from smaller, less active sales forces from lower sales force in connection withadditions, and the response to the Company's product and promotional programs, as well as lower sales force additions. India also had lower sales due to a smaller, less productive sales force from lower additions, as well as the impact from a nationwide goods and services tax that beganproductivity in July 2017.India. This was partially offset by China, primarily related to the net additionadditions of experience studios.outlets. China ended the quarter with 6,600 experience studios,approximately 6,800 outlets, which was 146 percent more than at the end of the secondfirst quarter of 2017.2018.
The units operating in the established markets decreased 1116 percent and 10 percent in both reported and local currency sales, respectively, primarily reflecting lowera smaller, less productive sales force productivity in Tupperware Australia and New Zealand and the combination of the Tupperware and NaturCare businesses in Japan as of the beginning of 2018.Zealand.
Segment profit decreased 221 percent compared with the secondfirst quarter of 2017.2018. Excluding the impact of changes in foreign currency exchange rates, segment profit was down 516 percent, compared with 2017, primarily reflecting lower drop-through to profit on lower sales in India and Indonesia, along with investment in gross margin and Tupperware Australiapromotional costs in Indonesia to better engage the sales force and New Zealand,consumers. The decrease was partially offset by increased profit on higher sales in China.
On a year-to-date basis, reported sales decreased 2 percent compared with the same period of 2017. Excluding the impact of foreign currency exchange rates, sales decreased 5 percent compared with 2017. Local currency sales and segment profit variances largely mirrored those of the quarter.
The Chinese renminbi and the Malaysian ringgit had the most meaningful impact on year-over-yearthe first quarter sales comparisons with the Chinese renminbi having the most meaningful impact on the profit comparison.comparisons.

North America
(In millions)13 weeks ended Change Change excluding the impact of foreign exchange  
Foreign exchange impact  
 Percent of total
Jun 30,
2018
 Jul 1,
2017
 2018 2017
Net sales$136.8
 $141.8
 (4)% (1)% $(3.2) 25 25
Segment profit22.7
 20.7
 9
 13
 (0.7) 22 20
              
Segment profit as percent of sales16.6% 14.6% 2.0
ppna
 na
 na na
(In millions)26 weeks ended Change Change excluding the impact of foreign exchange  
Foreign exchange impact  
 Percent of total13 weeks ended Change Change excluding the impact of foreign exchange  
Foreign exchange impact  
 Percent of total
Jun 30,
2018
 Jul 1,
2017
 2018 2017Mar 30,
2019
 Mar 31,
2018
 2019 2018
Net sales$271.8
 $273.1
  % (1)% $1.8
 25 24$119.6
 $135.0
 (11)% (10)% $(2.8) 25 25
Segment profit41.7
 36.5
 14
 14
 0.1
 22 1917.4
 19.0
 (8) (6) (0.5) 23 22
                    
Segment profit as percent of sales15.3% 13.4% 1.9
ppna
 na
 na na14.5% 14.1% 0.4
ppna
 na
 na na
_________________________
nanot applicable
pppercentage points
Reported sales in the secondfirst quarter of 20182019 decreased 411 percent compared with the secondfirst quarter of 2017.2018. Excluding the impact of changes in foreign currency exchange rates, sales decreased 110 percent. This included a 7 percentage point negative impact from the closure of Beauticontrol in 2017. The average impact of higher prices was 32 percent.

Emerging markets accounted for $79.6$72.8 million and $76.6$78.6 million, or 5861 percent and 5458 percent of the reported sales in the segment in the secondfirst quarters of 20182019 and 2017,2018, respectively. On a local currency basis, the emerging market units' sales increased 9decreased 5 percent, primarily reflecting higher prices and more productivea less active sales forces in response to enhanced merchandising and product propositionsforce in Fuller Mexico. Tupperware and Tupperware Mexico.Fuller Mexico results were negatively impacted by a gasoline shortage in Mexico during the beginning of the quarter, and uncertainty associated with the new government.
The established markets' reported sales decreased 1217 percent. Excluding the impact of changes in foreign currency exchange rates, sales decreased 16 percent reflectingdue to less active sellers in the closure of Beauticontrol, partially offset by an increaseresponse to the Company's product and promotional programs in the United States and Canada due to higher sales force activity from attractive promotional offers.Canada.
Reported segment profit increased 9decreased 8 percent in the secondfirst quarter of 2018.2019. Excluding the impact of foreign currency exchange rates, profit increased 13decreased 6 percent, reflecting higher drop-through from higherin line with the change in sales in Fuller and Tupperware Mexico, along with the absence of a $1.1 million 2017 loss by Beauticontrol.
Reported sales were even on a year-to-date basis. Excluding the impact of foreign currency, sales decreased 1 percent. This included a 7 percentage point negative impact from the closure of Beauticontrol in 2017 and 2 percentage point positive impact from changes in revenue recognition. Year-to-date reported and local currency segment profit increased 14 percent. Local currency sales and segment profit variances largely mirrored those of the quarter.currency.
The Mexican peso was the main foreign currency that impactedimpacting the year-over-yearsales and profit comparisons.

South America
(In millions)13 weeks ended Change Change excluding the impact of foreign exchange  Foreign exchange impact  Percent of total
Jun 30,
2018
 Jul 1,
2017
 2018 2017
Net sales$85.9
 $112.2
 (23)% (7)% $(19.5) 16 19
Segment profit17.8
 27.9
 (36) (23) (4.9) 18 26
              
Segment profit as percent of sales20.7% 24.9% (4.2)ppna
 na
 na na
(In millions)26 weeks ended Change Change excluding the impact of foreign exchange  Foreign exchange impact  Percent of total13 weeks ended Change Change excluding the impact of foreign exchange  Foreign exchange impact  Percent of total
Jun 30,
2018
 Jul 1,
2017
 2018 2017Mar 30,
2019
 Mar 31,
2018
 2019 2018
Net sales$177.4
 $208.9
 (15)% (2)% $(28.7) 16 19$73.0
 $91.5
 (20)% (3)% $(16.4) 15 17
Segment profit35.1
 46.1
 (24) (12) (6.2) 19 238.9
 17.3
 (49) (38) (2.9) 12 20
                    
Segment profit as percent of sales19.8% 22.1% (2.3)ppna
 na
 na na12.2% 18.9% (6.7)ppna
 na
 na na
_________________________
nanot applicable
pppercentage points
Reported sales for the segment decreased 2320 percent in the secondfirst quarter of 2018.2019. Excluding the impact of changes in foreign currency exchange rates, sales decreased 73 percent, mainly due to lowerfrom a less active sales force activity and productivity in Brazil reflecting political and macro-economic instability that included a 10-day road blockade by truck drivers, incremental to the already tough consumer spending and credit environment.Brazil. The average impact of higher prices was 35 percent, mainly due to inflation in Argentina. All of the businesses in this segment operate in emerging market economies.
Reported segment profit decreased $10.1$8.4 million or 3649 percent in the secondfirst quarter of 2018.2019. Excluding the impact of changes in foreign currency exchange rates, segment profit decreased 2338 percent, reflecting the drop-through on lower sales elevatedtogether with higher product costs from lower production volume, and higher distribution and operating costs in Brazil, connectedalong with the supply chaininflation related to the customs strike impact on product availability and disruption from the truckers' blockade.
The year-to-date sales and profit comparisons largely mirrored the quarter.

higher costs in Argentina.
The Argentine peso and the Brazilian real and the Venezuelan bolivar had the most significant impacts on the year-over-year sales comparisons,comparison, with the Brazilian real and the Venezuelan bolivar having the most significant impactsimpact on the profit comparison.
Inflation in Argentina and Venezuela has been at relativelya high levels overlevel the past several years. The Company uses a blended index of the Consumer Price Index and National Consumer Price Index for determining highly inflationary status in Argentina. Thisthese countries. For Argentina, this blended index is expected to reachreached cumulative three-year inflation in excess of 100 percent in 2018. As2018 and as such, the Company will transitiontransitioned to highly inflationary status as of July 1, 2018. Venezuela was determined to be highly inflationary starting in 2010. Gains and losses resulting from the translation of monetary assets in the financial statements of subsidiaries operating in highly inflationary economies are recorded in earnings. As of the JuneMarch 30, 2018,2019, the Company had approximately $0.6$1.7 million of net monetary assets in Argentina, which are of a nature that will generate income or expense for the change in value associated with exchange rate fluctuations versus the U.S. dollar. There were no material monetary assets or liabilities in Venezuela as of March 30, 2019.
Financial Condition
Liquidity and Capital Resources: The Company's net working capital position decreased by $35.9$2.8 million compared with the end of 2017.2018. Excluding the impact of changes in foreign currency exchange rates, working capital decreased $26.3$6.2 million, primarily reflecting a $165.4an $88.4 million increase in short-term borrowings, net of cash and cash equivalents and a $3.4 million decrease related to amounts on the balance sheet for hedging activities, partially offset by a $60.6$41.5 million net decrease in accounts payable and accrued liabilities due to the timing of payments around year-end, as well as payments during the year under the Company's restructuring program, $32.6 million increase in inventory, related to expectations for future sales and lower than expected sell through, a $25.8$21.2 million increase in accounts receivable due to the level and timing of sales around the end of each period, including higher receivables from business-to-business transactions, and a $10.9$9.2 million increase in inventory mainly related to amountstiming of sales and shipments.

On March 29, 2019 , the Company amended and restated its multicurrency Credit Agreement (the "Credit Agreement") that also includes its wholly owned subsidiaries Tupperware Nederland B.V., Administradora Dart, S. de R.L. de C.V., and Tupperware Brands Asia Pacific Pte. Ltd. (the “Subsidiary Borrowers”) with JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”), swingline lender, joint lead arranger and joint bookrunner, and Credit Agricole Corporate and Investment Bank, HSBC Securities (USA) Inc., Mizuho Bank, Ltd. and Wells Fargo Securities, LLC, as syndication agents, joint lead arrangers and joint bookrunners. The Credit Agreement replaces the Credit Agreement dated September 11, 2013 and as amended (the “Old Credit Agreement”) and, other than an increased aggregate amount that may be borrowed, an improvement in the consolidated leverage ratio covenant and a slightly more favorable commitment fee rate, has terms and conditions similar to that of the Old Credit Agreement. The Credit Agreement makes available to the Company and the Subsidiary Borrowers a committed five-year credit facility in an aggregate amount of $650 million (the “Facility Amount”). The Credit Agreement provides (i) a revolving credit facility, available up to the full amount of the Facility Amount, (ii) a letter of credit facility, available up to $50 million of the Facility Amount, and (iii) a swingline facility, available up to $100 million of the Facility Amount. Each of such facilities is fully available to the Company and the Facility Amount is available to the Subsidiary Borrowers up to an aggregate amount not to exceed $325 million. With the agreement of its lenders, the Company is permitted to increase, on up to three occasions, the balance sheet for hedging activities.
The Company continuesFacility Amount by a total of up to carry debt in connection with the $600$200 million senior notes due in 2021.
(for a maximum aggregate Facility Amount of $850 million), subject to certain conditions. As of JuneMarch 30, 2018,2019, the Company had total borrowings of $256.2$366.2 million outstanding under itsthe Credit Agreement, including $94.5with $204.5 million of that amount denominated in euro. In July, 2018, subsequent to the end of second quarter, the Company increased its euro denominated borrowings under its Credit Agreement by €132 million and used the proceeds to repay an equivalent value of its outstanding U.S. dollar borrowings, which better aligns debt with cash flow.euros.
Loans taken under the Credit Agreement bear interest under a formula that includes at the Company's option, one of three differenta base rates,rate selected dependent upon currency borrowed, plus an applicable spread. The Company normally choosesgenerally selects LIBOR as itsthe base rate. Although the Company’s euro LIBOR base rate was below zero throughout the first six months of 2018, the base rate cannot be below zero under the Credit Agreement. As of JuneMarch 30, 2018,2019, the Credit Agreement dictated a base rate spread of 150 basis points, which gave the Company a weighted average interest rate of 2.6 percent on LIBOR-based borrowings of 2.8 percent.under the Credit Agreement.
The Company had routinely increasesincreased its revolver borrowings under the Old Credit Agreement during each quarter, and expects to continue to do so under the Credit Agreement, to fund operating, investing and other financing activities,activities. It also has in the past and usesexpects to in the future, use cash available at the end of each quarter to reduce borrowing levels. As a result, the Company incurs morehas higher interest expense and has higher foreign exchange exposure on the value of its cash during each quarter than would relate solely to the quarter end cash and debt balances.
TheSimilar to the Old Credit Agreement, the Credit Agreement contains customary covenants includingthat, among other things, generally restrict the Company's ability to incur subsidiary indebtedness, create liens on and sell assets, engage in certain liquidations or dissolutions, engage in certain mergers or consolidations, or change lines of business. These covenants are subject to significant exceptions and qualifications. The agreement also has customary financial covenants requiring a minimum level ofrelated to interest coverage and allowing a maximum amount of leverage. These restrictions are not expected to impact the Company's operations.
Under the Credit Agreement and consistent with the Old Credit Agreement, the Guarantor unconditionally guarantees all obligations and liabilities of the Company and the Subsidiary Borrowers relating to the Credit Agreement, supported by a security interest in certain "Tupperware" trademarks and service marks. The Credit Agreement includes a trigger whereby the Corporation would be required to provide additional collateral and subsidiary guarantees if either Moody's Investors Services, Inc. or S&P Global Ratings downgrades its existing ratings by two or more rating levels.
As of JuneMarch 30, 2018,2019, and currently, the Company had considerable cushion under its financial covenants. However, economic conditions, adverse changes in foreign exchange rates, lower than foreseen sales, profit and/or cash flow generation, including from restructuring actions, the payment of dividends, the ability to access cash generated internationally, share repurchases or the occurrence of other events discussed under “Forward Looking Statements” in this Part II,I, Item 73 and in the Company’s other reports filed with the SEC could impact the Company’s ability to comply with these covenants.
At JuneMarch 30, 2018,2019, the Company had $426.0$364.9 million of unused lines of credit, including $342.4$282.2 million under the committed, secured Credit Agreement, and $83.6$82.7 million available under various uncommitted lines around the world. If necessary, with the agreement of its lenders, the Company is permitted to increase its borrowing capacity under the Credit Agreement by a total of up to $200 million.million subject to certain conditions.
See Note 910 to the Consolidated Financial Statements in Part I, Item 1 of this Report for further details regarding the Company's debt.

The Company monitors the third-party depository institutions that hold its cash and cash equivalents with an emphasis primarily on safety and liquidity of principal and secondarily on maximizing yield on those funds. The Company diversifies its cash and cash equivalents among counterparties, which minimizes exposure to any one of these entities. Furthermore, the Company is exposed to financial market risk resulting from changes in interest rates, foreign currency rates and the possible liquidity and credit risks of its counterparties. The Company believes that it has sufficient liquidity to fund its working capital, capital spending needs, current and anticipated restructuring actions, as well as its current dividend. This liquidity includes to the extent that it is accessible, its cash and cash equivalents, which totaled $98.0$146.8 million as of JuneMarch 30, 2018,2019, cash flows from operating activities, and access to its Credit Agreement, as well as access to other various uncommitted lines of credit around the world. The Company has not experienced any limitations on its ability to access its committed facility.
Cash and cash equivalents (“cash”) totaled $98.0$146.8 million as of JuneMarch 30, 2018.2019. Of this amount, $96.5$146.5 million was held by foreign subsidiaries. Of the cash held outside of the United States, approximately 116 percent was not eligible for repatriation due to the level of past statutory earnings by the foreign units in which the cash was held or other local restrictions. The Company is in the process of evaluating the impact of the Tax Act on its indefinite reinvestment assertion with respect to accumulated earnings of certain foreign subsidiaries. Other than for the one-time mandatory repatriation transition tax charge, no U.S. federal income taxes or foreign withholding taxes have been recorded related to earnings for which there is an indefinite reinvestment assertion. The Company expects to complete its assessment within the measurement period allowed by SAB 118 that extends to the fourth quarter of 2018, and when that assessment is completed, it is possible that additional expense will be recorded, and that amount may be significant. Withholding taxes would be due in some jurisdictions when foreign earnings are repatriated.
The Company’s most significant foreign currency exposures are to the Brazilian real, Chinese renminbi, euro, Indonesian rupiah, Malaysian ringgit, Mexican peso and the Mexican peso.South African rand. Business units in which the Company generated at least $100 million of sales in 20172018 included Brazil, China, Fuller Mexico, Germany, Indonesia, Tupperware Mexico and Tupperwarethe United States and Canada. Of these units, sales by Brazil, China and Tupperwarethe United States and Canada exceeded $200 million, while sales in Brazil exceeded $300 million. DownturnsA significant downturn in the Company'sCompany’s business in these units including but not limitedwould adversely impact its ability to generate operating cash flows. Operating cash flows would also be adversely impacted by significant difficulties in making additions to,the addition, retention and activity of the Company'sCompany’s independent sales force or the success of new products, and/or promotional programs and weakening of applicable foreign currency exchange rates versus the U.S. dollar, could adversely impact the Company's ability to generate operating cash flows.and/or possibly changes in sales force compensation programs.
Operating Activities: Net cash from operating activities in the year-to-date periods ended June 30,first quarters of 2019 and 2018 and July 1, 2017 were an outflowoutflows of $38.8$40.1 million and an inflow $14.2$40.8 million, respectively. The unfavorableslightly favorable comparison was primarily due to amounts paidlower cash outflows related to inventory, timing of tax payments and prepaid expenses. This was partially offset by an increase in connectioncash outflow related to accounts payable, mainly from a higher balance at the end of 2018 compared with the Company's re-engineering program announcedprior year, and reduced recurring purchases in 2017, increased income tax payments, higher outflows from the Company's fair value and net equity hedging activities andlight of a lower collectionslevel of receivables,business in part due to recognizing more revenue later in the quarter as well as delays in recovery of non-income tax receivables.certain units.
Investing Activities: During the year-to-date periods ended June 30,first quarters of 2019 and 2018, and July 1, 2017, the Company had $37.6$12.9 million and $32.0$15.2 million, respectively, of capital expenditures. In both 20182019 and 2017,2018, the most significant capital expenditures were related to molds. In 20182019 and 2017,2018, capital expenditures included $5.8$1.1 million and $9.7$1.0 million, respectively, related to supply chain capabilities, excluding molds, and $9.6$4.3 million and $4.2$2.9 million, respectively, on various global information technology projects. In addition the Company also spent $5.5projects, $1.1 million in 2018and $0.7 million on vehicles, respectively, and $0.6 million and $2.4 million, respectively, for land development near its Orlando headquarters. There were proceeds from the sale of long-term assets of $33.1$0.6 million and $5.3$5.9 million in 20182019 and 2017,2018, respectively.
Financing Activities: Dividends paid to shareholders were $70.2$33.9 million and $69.3$35.4 million in the first halfthree months of 20182019 and 2017, respectively. Proceeds received from the exercise of stock options were $0.3 million and $9.9 million in the first half of 2018, and 2017, respectively. The Company also increased revolver borrowings under its Credit Agreement by $127.6$84.1 million and $60.1$97.2 million in the first halfthree months of 20182019 and 2017,2018, respectively for the funding of operating, investing and financing activities.

Open market share repurchases by the Company are permitted under an authorization that runs until February 1, 2020 and allows up to $2.0 billion to be spent. Under this program, the company repurchased 1.1 million shares for $50.0 million in the second quarter of 2018. Therethere were no share repurchases under this program in 2017.the first quarters of 2019 or 2018. Since 2007, the Company has spent $1.34$1.39 billion to repurchase 22.423.8 million shares under this program. Going forward, in setting share repurchase amounts, the Company expects to target, over time, a debt-to-EBITDA ratio of 1.75below 2.0 times consolidated funded debt (as defined in the Company's Credit Agreement).; however, it has indicated it may opportunistically repurchase in 2019 up to $100 million worth of shares, notwithstanding, it expects its debt-to-EBITDA ratio to be above 2.0 times throughout the year.
Repurchases under the Company’s stock incentive programs are made when employees use shares to satisfy the minimum statutorily required withholding taxes. In the first halfthree months of 2019 and 2018, 23,088 and 2017, 22,494 and 9,25620,145 shares were retained to fund withholding taxes, totaling $1.1$0.7 million and $0.6$1.0 million, respectively.

New Pronouncements
Refer to Note 1819 to the Consolidated Financial Statements in Part I, Item 1 of this Report for a discussion of new pronouncements.

Item 3.Quantitative and Qualitative Disclosures About Market Risk
One of the Company's market risks is its exposure to the impact of interest rate changes on its borrowings. The Company has elected to manage this risk through the maturity structure of its borrowings and the currencies in which it borrows.
Interest Rate Risk
Loans taken under the Credit Agreement are of a short duration and bear interest under a formula that includes at the Company's option, one of three differenta base rates,rate selected dependent upon currency borrowed, plus an applicable spread. The Company normally choosesgenerally selects LIBOR as itsthe base rate. Although the Company’s euro LIBOR base rate was below zero throughout the first six months of 2018, the base rate cannot be below zero under the Credit Agreement. As of JuneMarch 30, 2018,2019, the Credit Agreement dictated a base rate spread of 150 basis points, which gave the Company a weighted average interest rate of 2.6 percent on its U.S. dollar and euro denominated LIBOR based borrowings under the Credit Agreement of 2.8 percent.LIBOR-based borrowings.
As of JuneMarch 30, 2018,2019, the Company had total borrowings of $256.2$366.2 million outstanding under itsthe Credit Agreement, with $94.5$204.5 million denominated in euro. If short-term interest rates varied by 10 percent, which in the Company's case would mean short duration U.S. dollar and euro LIBOR, with all other variables remaining constant, the Company's annual interest expense would not be significantly impacted. In July, 2018, subsequent to the end of second quarter, the Company increased its euro denominated borrowings under its Credit Agreement by €132 million and used the proceeds to repay an equivalent value of its outstanding U.S. dollar borrowings.
The Company had routinely increasesincreased its revolver borrowings under the Old Credit Agreement during each quarter, and expects to continue to do so under the Credit Agreement, to fund operating, investing and other financing activities,activities. It also has in the past and usesexpects to in the future, use cash available at the end of each quarter to reduce borrowing levels. As a result, the Company incurs morehas higher interest expense and has higher foreign exchange exposure on the value of its cash during each quarter than would relate solely to the quarter end cash and debt balances.
Foreign Exchange Rate Risk
The majorityA significant portion of the Company's sales and profit comecomes from its international operations. Although these operations are geographically dispersed, which partially mitigates the risks associated with operating in particular countries, the Company is subject to the usual risks associated with international operations. These risks include local political and economic environments and relations between foreign and U.S. governments.
Another economic risk of the Company is exposure to changes in foreign currency exchange rates on the earnings, cash flows and financial position of its international operations. The Company is not able to project, in any meaningful way, the effect of these possible fluctuations on translated amounts or future earnings. This is due to the Company's constantly changing exposure to various currencies, the fact that all foreign currencies do not react in the same manner in relation to the U.S. dollar and the large number of currencies involved, although the Company's most significant income and cash flow exposures are to the Brazilian real, Chinese renminbi, euro, Indonesian rupiah, Malaysian ringgit, Mexican peso and Mexican peso.South African rand.
Although this currency risk is partially mitigated by the natural hedge arising from the Company's local product sourcing in many countries, a strengthening U.S. dollar generally has a negative impact on the Company. In response to this fact, the Company uses financial instruments, such as forward contracts, to hedge its exposure to certain foreign exchange risks associated with a portion of its investment in international operations. In addition to hedging against the balance sheet impact of changes in exchange rates, the hedge of investments in international operations also has the effect of hedging cash flow generated by those operations. The Company also hedges, with these instruments, certain other exposures to various currencies arising from amounts payable and receivable, non-permanent intercompany transactions and a portion of purchases forecasted for generally up to the following 15 months. The Company does not seek to hedge the impact of currency fluctuations on the translated value of the sales, profit or cash flow generated by its operations.
While the Company's derivatives that hedge a portion of its equity in its foreign subsidiaries and its fair value hedges of balance sheet risks all work together to mitigate its exposure to foreign exchange gains or losses, they result in an impact to operating cash flows as they are settled. For the year-to-date periods ended June 30,first quarters of 2019 and 2018, and July 1, 2017, the cash flow impact of these currency hedges was outflowswere inflows of $7.8$0.8 million and $1.6$5.4 million, respectively.

The U.S. dollar equivalent of the Company's most significant net open forward contracts as of JuneMarch 30, 20182019 were to buy $69.3$28.8 million of U.S. dollars, $26.9 million of euros and $19.9 million of Swiss francs and to sell $13.7$26.2 million of Mexican pesos. In agreements to sell foreign currencies in exchange for U.S. dollars, for example, an appreciating dollar versus the opposing currency would generate a cash inflow for the Company at settlement, with the opposite result in agreements to buy foreign currencies for U.S. dollars. The notional amounts change based upon changes in the Company's outstanding currency exposures. Based on rates existing as of JuneMarch 30, 2018,2019, the Company was in a net receivable position of approximately $13.9$0.7 million related to its currency hedges under forward contracts. Currency fluctuations could have a significant impact on the Company's cash flow upon the settlement of its forward contracts. The Company records the impact of forward points in net interest expense.
A precise calculation of the impact of currency fluctuations is not practical since some of the contracts are between non-U.S. dollar currencies. The Company continuously monitors its foreign currency exposure and expects to enter into additional contracts to hedge exposure in the future. See further discussion regarding the Company's hedging activities for foreign currency in Note 1011 to the Consolidated Financial Statements.
The Company is subject to credit risks relating to the ability of counterparties of hedging transactions to meet their contractual payment obligations. The risks related to creditworthiness and non-performance have been considered in the determination of fair value for the Company's foreign currency forward exchange contracts. The Company continues to closely monitor its counterparties and will take action, as appropriate and possible, to further manage its counterparty credit risk.
Commodity Price Risk
The Company is also exposed to rising material prices in its manufacturing operations and, in particular, the cost of oil and natural gas-based resins, including the fact that in some cases resin prices are actually in, or are based on, currencies other than that of the unit buying the resin, which introduces a currency exposure that is incremental to the exposure to changing market prices. Resins are the primary material used in production of most Tupperware® products, and the Company estimates that 20182019 cost of sales will include approximately $140$125 million for the cost of resin in the Tupperware® brand products it produces and has contract manufactured. The Company uses many different kinds of resins in its products. About three-fourths of the value of its resinsresin purchases are “polyolefins” (simple chemical structure, easily refined from oil and natural gas), and as such, the price of these is typically strongly affected by the underlying price of oil and natural gas.. The remaining one-fourth of the value of its resinsresin purchases is more highly engineered, where the price of oil and natural gas plays a less direct role in determining price.engineered. With a comparable product mix and exchange rates, a 10 percent fluctuation in the cost of resin would impact the Company's annual cost of sales by approximately $14$13 million compared with the prior year. In the second quarter of 2018, there was a $3 million negative impact on its gross margin related to sales of the Tupperware® products it produced and had contract manufactured due to resin cost changes, as compared with 2017. For full year 2018 compared with 2017, there is an estimated $10 million negative impact of resin cost changes, on a local currency basis, on the Company's gross margin related to sales of the Tupperware® products it produces and has contract manufactured. In addition to the impact of the price of oil and natural gas, the price theThe Company pays for its resins is also impacted by the relative changes in supply and demand. The Company partially manages its risk associated with rising resin costs by utilizing a centralized procurement function that is able to take advantage of bulk discounts while maintaining multiple suppliers, and also enters into short-term pricing arrangements. It also manages its margin through cash flow hedges in some cases when it purchases resin in currencies, or effectively in currencies, other than that of the purchasing unit, through the pricing of its products, with price increases over time on its product offerings generally in line with consumer inflation in each market, and its mix of sales through its promotional programs and promotionally priced offers. It also, on occasion, makes advance material purchases to take advantage of current favorable pricing. At this point in time, the Company has determined that entering into forward contracts for resin is not practical or cost beneficial and has no such contracts in place. However, should circumstances warrant, the Company may consider such contracts in the future.

Real Estate Risk
The Company has a program to sell land held for development around its Orlando, Florida headquarters. This program is exposed to the risks inherent in the real estate development process. Included among these risks is the ability to obtain all necessary government approvals, the success of attracting tenants for commercial or residential developments in the Orlando real estate market, obtaining financing and general economic conditions, such as interest rate increases. Based on the variety of factors that impact the Company's ability to close sales transactions, it cannot predict when the program will be completed.

Data Privacy Regulations
The Company is subject to a number of U.S. federal and state and foreign laws and regulations regarding data use and privacy. Many of these laws and regulations are still evolving and being tested in courts and could be interpreted in ways that could harm the Company’s business. These may involve data protection and personal information, rights of publicity, content, intellectual property, advertising, marketing, data security, and data retention and deletion. Foreign data protection, privacy, content, and other laws and regulations can be more restrictive than those in the United States. U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject to significant change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, and may be interpreted and applied inconsistently from country to country and inconsistently with the Company’s current policies and practices. Proposed or new legislation and regulations could also significantly affect the Company’s business. There currently are a number of new regulations, as well as proposals pending before federal, state, and foreign legislative and regulatory bodies. For example, the European General Data Protection Regulation (GDPR) took effect in May 2018 and includes new operational requirements for companies that receive or process personal data of residents of the European Union (and the European Economic Area), with significant penalties for non-compliance. In addition, some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of the Company’s business operations. Violations of data privacy and use regulations could subject the Company to substantial monetary fines and other penalties that could negatively affect its financial condition and results of operations.

Forward-Looking Statements

Certain statements made or incorporated by reference in this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not based on historical facts or information are forward-looking statements. Statements that include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future tense or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations at the time this report is filed with the SEC or, with respect to any documents or statements incorporated by reference, on the then current plans and expectations at the time such document was filed with the SEC, or statement was made. Such forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those projected in forward-looking statements. Except as required by law, and as outlined below, the Company undertakes no obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or changes to future results over time or otherwise. Such risks and uncertainties include, among others, the following:

successful recruitment, retention and productivity levels of the Company's independent sales forces;
disruptions caused by the introduction of new or revised distributor operating models or sales force compensation systems or allegations by equity analysts, former distributors or sales force members, government agencies or others as to the legality or viability of the Company's business model, particularly in India;
disruptions caused by restructuring 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 Argentina, Ecuador and Egypt due tothose 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, Ecuador, Egypt, Greece,China, France, India, Kazakhstan,Mexico, Russia Turkey and UkraineTurkey 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, KoreaMalaysia, Mexico and Mexico;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;
cyber attackscyberattacks 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;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 India;the Philippines;
other risks discussed in Part I, Item 1A, Risk Factors, of the Company's 20172018 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 United States Securities and Exchange Commission.SEC.
Other than updating for changes in foreign currency exchange rates through its monthly website updates, the Company does not intend to update forward-looking information, except through its quarterly earnings releases, unless it expects diluted earnings per share for the current quarter, excluding items impacting comparability and changes versus its guidance of the impact of changes in foreign exchange rates, to be significantly below its previous guidance.
Investors should also be aware that while the Company does, from time to time, communicate with securities analysts, it is against the Company's policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, it should not be assumed that the Company agrees with any statement or report issued by any analyst irrespective of the content of the confirming financial forecasts or projections issued by others.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) that are designed to ensure that information required to be disclosed in the Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As of the end of the period covered by this report, management, under the supervision of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of the disclosure controls and procedures were effective.
Changes in Internal Controls
There have been no significant changes in the Company's internal control over financial reporting during the Company's secondfirst quarter that have materially affected or are reasonably likely to materially affect its internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended ( the "Exchange Act").

PART II
OTHER INFORMATION
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
 Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May yet be Purchased Under the Plans or Programs (a)
4/1/18 - 5/5/18213,551
 $44.78
 213,551
 $703,584,568
5/6/18 - 6/2/18907,025
 44.58
 907,025
 663,147,873
6/3/18 - 6/30/18
 
 
 663,147,873
 1,120,576
 $
 1,120,576
 $663,147,873
_________________________
(a)Open market repurchases are being made under an authorization that runs until February 1, 2020 and allows up to $2.0 billion to be spent, of which $663.1 million remained unspent as of June 30, 2018.

None.
Item 6.Exhibits
(a)Exhibits
  
31.1
  
31.2
  
32.1
  
32.2
  
101
The following financial statements from Tupperware Brands Corporation's Quarterly Report on Form 10-Q for the quarter ended JuneMarch 30, 2018,2019, filed on July 31, 2018,May 2, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows and (v)(vi) Notes to Consolidated Financial Statements, tagged in detail.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 TUPPERWARE BRANDS CORPORATION
   
 By:
/S/     MICHAEL S. POTESHMANCassandra Harris
  Executive Vice President and Chief Financial Officer
   
 By:
/S/    NICHOLAS K. POUCHERMadeline Otero
  Senior Vice President and Controller
Orlando, Florida
July 31, 2018May 2, 2019

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