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 September 29, 201828, 2019
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
Orlando,Florida
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (407) (407826-5050

________________________________________

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueTUPNew 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 filerAccelerated Filerx Accelerated filerFilero
     
Non-accelerated filerFilero(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 October 29, 2018November 4, 2019, 48,580,89548,899,186 shares of the common stock, $0.01$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 2.1A.
Item 5.
   
Item 6.
  



Item 1.Financial Statements (Unaudited)
TUPPERWARE BRANDS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
13 weeks ended 39 weeks ended13 weeks ended 39 weeks ended
(In millions, except per share amounts)September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
September 28,
2019
 September 29,
2018
 September 28,
2019
 September 29,
2018
Net sales$485.8
 $539.5
 $1,563.8
 $1,667.2
$418.1
 $485.8
 $1,380.7
 $1,563.8
Cost of products sold164.1
 182.7
 516.6
 543.0
141.5
 164.1
 457.3
 516.6
Gross margin321.7
 356.8
 1,047.2
 1,124.2
276.6
 321.7
 923.4
 1,047.2
              
Delivery, sales and administrative expense253.0
 283.5
 815.0
 880.4
241.6
 253.0
 752.0
 815.0
Re-engineering and impairment charges3.0
 9.0
 12.7
 43.9
7.5
 3.0
 15.9
 12.7
Impairment of goodwill
 
 
 62.9
Gains on disposal of assets1.5
 4.1
 16.1
 7.3
Impairment of goodwill and intangible assets19.7
 
 19.7
 
Gain on disposal of assets12.1
 1.5
 11.1
 16.1
Operating income67.2
 68.4
 235.6
 144.3
19.9
 67.2
 146.9
 235.6
              
Interest income0.6
 0.8
 2.0
 2.0
0.6
 0.6
 1.6
 2.0
Interest expense11.3
 11.5
 34.3
 34.7
10.4
 11.3
 31.4
 34.3
Other (income) expense(0.6) 1.3
 (0.8) 3.7
Other income, net3.8
 0.6
 10.5
 0.8
Income before income taxes57.1
 56.4
 204.1
 107.9
13.9
 57.1
 127.6
 204.1
              
Provision for income taxes18.0
 25.0
 65.5
 46.8
6.1
 18.0
 43.5
 65.5
Net income$39.1

$31.4
 $138.6
 $61.1
$7.8

$39.1
 $84.1
 $138.6
              
Earnings per share: 
  
     
  
    
Basic$0.79
 $0.62
 $2.75
 $1.20
$0.16
 $0.79
 $1.73
 $2.75
Diluted0.79
 0.61
 2.74
 1.19
0.16
 0.79
 1.72
 2.74
              
Weighted-average shares outstanding:   
       
    
Basic49.3
 50.9
 50.3
 50.8
48.8
 49.3
 48.7
 50.3
Diluted49.4
 51.3
 50.5
 51.3
48.9
 49.4
 48.9
 50.5
       
Dividends declared per common share$0.68
 $0.68
 $2.04
 $2.04


See accompanying Notes to Consolidated Financial Statements (Unaudited).

TUPPERWARE BRANDS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 13 weeks ended 39 weeks ended
(In millions)September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
Net income$39.1
 $31.4
 $138.6
 $61.1
Other comprehensive income:       
Foreign currency translation adjustments(18.0) 2.9
 (63.0) 55.1
Deferred gain (loss) on cash flow hedges, net of tax benefit (provision) of ($0.2), ($0.2), ($0.5) and $1.6, respectively(0.4) (0.1) 1.4
 (6.0)
Pension and other post-retirement benefits (costs), net of tax benefit of $0.0, $0.6, $0.0 and $2.0, respectively0.4
 (1.2) 1.2
 (4.5)
Other comprehensive income(18.0) 1.6
 (60.4) 44.6
Total comprehensive income$21.1
 $33.0
 $78.2
 $105.7
 13 weeks ended 39 weeks ended
(In millions)September 28,
2019
 September 29,
2018
 September 28,
2019
 September 29,
2018
Net income$7.8
 $39.1
 $84.1
 $138.6
Other comprehensive loss:       
Foreign currency translation adjustments(20.7) (18.0) (6.8) (63.0)
Deferred gain (loss) on cash flow hedges, net of tax (provision) benefit of ($0.1), ($0.2), $0.4, and ($0.5), respectively0.9
 (0.4) (1.3) 1.4
Pension and other post-retirement benefit, net of tax provision of ($0.2), $0, ($0.1), and $0, respectively0.5
 0.4
 0.1
 1.2
Other comprehensive loss(19.3) (18.0) (8.0) (60.4)
Total comprehensive (loss) income$(11.5) $21.1
 $76.1
 $78.2


See accompanying Notes to Consolidated Financial Statements (Unaudited).

TUPPERWARE BRANDS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions, except share amounts)September 29,
2018
 December 30,
2017
September 28,
2019
 December 29,
2018
ASSETS 
  
 
  
Cash and cash equivalents$117.6
 $144.1
$122.1
 $149.0
Accounts receivable, less allowances of $44.7 and $38.2, respectively157.9
 144.4
Accounts receivable, less allowances of $61.3 and $45.3, respectively136.8
 144.7
Inventories279.6
 262.2
260.7
 257.7
Non-trade amounts receivable, net46.0
 58.6
40.5
 49.9
Prepaid expenses and other current assets28.0
 21.2
27.1
 19.3
Total current assets629.1
 630.5
587.2
 620.6
Deferred income tax benefits, net266.6
 278.0
214.5
 217.0
Property, plant and equipment, net274.2
 278.2
269.5
 276.0
Long-term receivables, less allowances of $17.8 and $16.5, respectively18.4
 19.3
Operating lease assets79.3
 
Long-term receivables, less allowances of $18.4 and $16.0, respectively16.1
 18.7
Trademarks and tradenames, net55.7
 62.5
46.0
 52.9
Goodwill77.2
 78.9
58.5
 76.1
Other assets, net43.4
 40.6
64.8
 47.5
Total assets$1,364.6
 $1,388.0
$1,335.9
 $1,308.8
LIABILITIES AND SHAREHOLDERS' EQUITY 
  
 
  
Accounts payable$87.9
 $124.4
$85.8
 $129.2
Short-term borrowings and current portion of long-term debt and capital lease obligations332.3
 133.0
Short-term borrowings and current portion of long-term debt and finance lease obligations325.0
 285.5
Accrued liabilities362.4
 401.4
292.6
 344.4
Total current liabilities782.6
 658.8
703.4
 759.1
Long-term debt and capital lease obligations603.8
 605.1
Long-term debt and finance lease obligations602.4
 603.4
Operating lease liabilities51.4
 
Other liabilities212.8
 243.5
163.7
 181.5
Shareholders' deficit: 
  
 
  
Preferred stock, $0.01 par value, 200,000,000 shares authorized; none issued
 

 
Common stock, $0.01 par value, 600,000,000 shares authorized; 63,607,090 shares issued0.6
 0.6
0.6
 0.6
Paid-in capital220.9
 217.8
219.2
 219.3
Retained earnings1,079.2
 1,043.1
1,141.2
 1,086.8
Treasury stock, 15,026,195 and 12,549,392 shares, respectively, at cost(945.5) (851.5)
Treasury stock, 14,811,924 and 14,940,286 shares, respectively, at cost(930.9) (939.8)
Accumulated other comprehensive loss(589.8) (529.4)(615.1) (602.1)
Total shareholders' deficit(234.6) (119.4)(185.0) (235.2)
Total liabilities and shareholders' deficit$1,364.6
 $1,388.0
$1,335.9
 $1,308.8


See accompanying Notes to Consolidated Financial Statements (Unaudited).

TUPPERWARE BRANDS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSSHAREHOLDERS' EQUITY
(Unaudited)
 39 weeks ended
(In millions)September 29,
2018
 September 30,
2017
Operating Activities:   
Net cash provided by operating activities$13.6
 $82.0
Investing Activities: 
  
Capital expenditures(55.2) (52.6)
Proceeds from disposal of property, plant and equipment36.5
 11.7
Net cash used in investing activities(18.7) (40.9)
Financing Activities: 
  
Dividend payments to shareholders(104.1) (103.9)
Proceeds from exercise of stock options0.3
 9.9
Repurchase of common stock(101.3) (0.6)
Repayment of capital lease obligations(1.6) (1.6)
Net change in short-term debt200.7
 76.1
Net cash used in financing activities(6.0) (20.1)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(13.5) 6.4
Net change in cash, cash equivalents and restricted cash(24.6) 27.4
Cash, cash equivalents and restricted cash at beginning of year147.2
 96.0
Cash, cash equivalents and restricted cash at end of period$122.6
 $123.4
 Common Stock Treasury Stock Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Shareholders' Equity
(In millions, except per share amounts)Shares Dollars Shares Dollars    
December 29, 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)
Net income          39.4
   39.4
Other comprehensive loss            (7.7) (7.7)
Cash dividends declared ($0.27 per share)          (13.2)   (13.2)
Stock and options issued for incentive plans    (0.1) 3.7
 (0.2) (1.1)   2.4
June 29, 201963.6 $0.6
 14.8 $(931.1) $216.3
 $1,146.9
 $(595.8) $(163.1)
Net income          7.8
   7.8
Other comprehensive loss            (19.3) (19.3)
Cash dividends declared ($0.27 per share)          (13.3)   (13.3)
Stock and options issued for incentive plans      0.2
 2.9
 (0.2)   2.9
September 28, 201963.6 $0.6
 14.8 $(930.9) $219.2
 $1,141.2
 $(615.1) $(185.0)

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) Income Total Shareholders' Equity
(In millions, except per share amounts)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)
Net income          63.8
   63.8
Other comprehensive loss            (50.1) (50.1)
Cash dividends declared ($0.68 per share)          (34.4)   (34.4)
Repurchase of common stock    1.1
 (50.0)       (50.0)
Stock and options issued for incentive plans      1.8
 2.4
 (0.6)   3.6
June 30, 201863.6 $0.6
 13.6 $(895.3) $217.4
 $1,073.6
 $(571.8) $(175.5)
Net income          39.1
   39.1
Other comprehensive loss            (18.0) (18.0)
Cash dividends declared ($0.68 per share)          (33.4)   (33.4)
Repurchase of common stock    1.4
 (50.2)       (50.2)
Stock and options issued for incentive plans    
   3.5
 (0.1)   3.4
September 29, 201863.6 $0.6
 15.0 $(945.5) $220.9
 $1,079.2
 $(589.8) $(234.6)

See accompanying Notes to Consolidated Financial Statements (Unaudited).

TUPPERWARE BRANDS CORPORATION
6CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 39 weeks ended
(In millions)September 28,
2019
 September 29,
2018
Operating Activities:   
Net income$84.1
 $138.6
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization41.4
 44.2
Unrealized foreign exchange gain(0.6) (0.4)
Equity compensation7.5
 10.7
Amortization of deferred debt costs0.5
 0.4
Net gain on disposal of assets, including insurance proceeds(11.1) (16.1)
Provision for bad debts24.0
 16.4
Write-down of inventories8.3
 5.0
Non-cash impact of re-engineering and impairment costs19.7
 
Net change in deferred income taxes3.6
 (24.0)
Changes in assets and liabilities:   
Accounts and notes receivable(15.4) (40.1)
Inventories(16.5) (44.0)
Non-trade amounts receivable(5.2) (2.2)
Prepaid expenses(6.6) (4.6)
Other assets(9.0) 0.1
Accounts payable and accrued liabilities(49.8) (49.1)
Income taxes payable(50.5) (20.0)
Other liabilities(3.4) (4.7)
Net cash impact from hedging activity(1.5) 3.5
Other
 (0.1)
Net cash provided by operating activities19.5
 13.6
Investing Activities:   
Capital expenditures(44.0) (55.2)
Proceeds from disposal of property, plant and equipment20.4
 36.5
Net cash used in investing activities(23.6) (18.7)
Financing Activities:   
Dividend payments to shareholders(60.5) (104.1)
Proceeds from exercise of stock options
 0.3
Repurchase of common stock(0.8) (101.3)
Repayment of finance lease obligations(1.3) (1.6)
Net change in short-term debt46.7
 200.7
Debt issuance costs(2.2) 
Net cash used in financing activities(18.1) (6.0)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(3.3) (13.5)
Net change in cash, cash equivalents and restricted cash(25.5) (24.6)
Cash, cash equivalents and restricted cash at beginning of year151.9
 147.2
Cash, cash equivalents and restricted cash at end of period$126.4
 $122.6


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 2017 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.
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 for complete financial statements have been condensed or omitted as permitted by such rules and regulations. As such, these condensed consolidated financial statements and related notes should be read in conjunction with the audited 2018 consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 29, 2018. 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 12 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.
The Company elected the package of practical expedients permitted under the transition guidance, while prior period amounts continueand as a basis for its lease policies, which allowed the Company to be reportedcarryforward 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 accordancewhich it is the lessee, and made an accounting policy election to not account for leases with previous guidance without revision.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.
UnderAdoption of the new guidance,standard resulted in the contract is defined as the order received from the Company's customer who, in most cases, is onerecording of the Company's independent distributors or a memberadditional net lease assets and lease liabilities of its independent sales force. Revenue is recognized when control of the product passes to the customer, which is upon shipment,$79.3 million 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 that are not yet met. These obligations generally relate to product awards to be subsequently fulfilled. When that is the case, revenue is deferred until each performance obligation is met. The impact$80.3 million, respectively, as of the end of the third quarter of 2018 from deferred revenue was not material.
Compared with historical accounting under the previous guidance, the Company estimates revenue would have been $2 million higher and $4 million lower in the third quarter and the year-to-date period of 2018, respectively. 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 impactSeptember 28, 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 98 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 has been at relatively high levels over 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. This blended index is expected to reach cumulative three-year inflation in excess of 100 percent in 2018. The Company transitioned to highly inflationary status for Argentina as of July 1, 2018. 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 September 29, 2018, the Company had approximately $0.1 million of net monetary liabilities 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.
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 $32.5$30.1 million and $35.0$32.5 million for the third quarters of 20182019 and 2017,2018, respectively, and $103.8$95.7 million and $105.5$103.8 million for the respective year-to-date periods.
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 $73.0$64.7 million and $86.4$73.0 million for the third quarters of 20182019 and 2017,2018, respectively and $244.1$214.9 million and $274.0$244.1 million for the respective year-to-date periods.
Note 4:Inventories
(In millions)September 28,
2019
 December 29,
2018
Finished goods$207.7
 $203.9
Work in process25.6
 25.0
Raw materials and supplies27.4
 28.8
Total inventories$260.7
 $257.7
(In millions)September 29,
2018
 December 30,
2017
Finished goods$221.8
 $203.5
Work in process25.9
 26.0
Raw materials and supplies31.9
 32.7
Total inventories$279.6
 $262.2

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 39 weeks ended
 (In millions, except per share amounts)September 28,
2019
 September 29,
2018
 September 28,
2019
 September 29,
2018
Net income$7.8
 $39.1
 $84.1
 $138.6
Weighted-average shares of common stock outstanding48.8
 49.3
 48.7
 50.3
Common equivalent shares:       
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance share units0.1
 0.1
 0.2
 0.2
Weighted-average common and common equivalent shares outstanding48.9
 49.4
 48.9
 50.5
Basic earnings per share$0.16
 $0.79
 $1.73
 $2.75
Diluted earnings per share$0.16
 $0.79
 $1.72
 $2.74
Shares excluded from the determination of potential common stock because inclusion would have been anti-dilutive3.9
 3.3
 3.9
 2.8
 13 weeks ended 39 weeks ended
(In millions, except per share amounts)September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
Net income$39.1
 $31.4
 $138.6
 $61.1
Weighted average shares of common stock outstanding49.3
 50.9
 50.3
 50.8
Common equivalent shares:       
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance share units0.1
 0.4
 0.2
 0.5
Weighted average common and common equivalent shares outstanding49.4
 51.3
 50.5
 51.3
Basic earnings per share$0.79
 $0.62
 $2.75
 $1.20
Diluted earnings per share$0.79
 $0.61
 $2.74
 $1.19
Shares excluded from the determination of potential common stock because inclusion would have been anti-dilutive3.3
 1.0
 2.8
 1.0

Note 6:Accumulated Other Comprehensive Loss
(In millions, net of tax)Foreign Currency Items Cash Flow Hedges Pension and Other Post-retirement Items Total
Balance at December 29, 2018$(579.1) $1.7
 $(24.7) $(602.1)
Cumulative effect of change in accounting principle(3.8) (1.2) 
 (5.0)
Other comprehensive (loss) income before reclassifications(6.8) (2.8) 0.6
 (9.0)
Amounts reclassified from accumulated other comprehensive loss
 1.5
 (0.5) 1.0
Net current-period other comprehensive (loss) income(6.8) (1.3) 0.1
 (8.0)
Balance at September 28, 2019$(589.7) $(0.8) $(24.6) $(615.1)
(In millions, net of tax)Foreign Currency Items Cash Flow Hedges Pension and Other Post-retirement Items Total
Balance at December 30, 2017$(501.9) $1.6
 $(29.1) $(529.4)
Other comprehensive income (loss) before reclassifications(63.0) 4.5
 0.8
 (57.7)
Amounts reclassified from accumulated other comprehensive loss
 (3.1) 0.4
 (2.7)
Net current-period other comprehensive income (loss)(63.0) 1.4
 1.2
 (60.4)
Balance at September 29, 2018$(564.9) $3.0
 $(27.9) $(589.8)

(In millions, net of tax)Foreign Currency Items Cash Flow Hedges Pension and Other Post-retirement Items Total
Balance at December 30, 2017$(501.9) $1.6
 $(29.1) $(529.4)
Other comprehensive (loss) income before reclassifications(63.0) 4.5
 0.8
 (57.7)
Amounts reclassified from accumulated other comprehensive (loss) income
 (3.1) 0.4
 (2.7)
Net current-period other comprehensive (loss) income(63.0) 1.4
 1.2
 (60.4)
Balance at September 29, 2018$(564.9) $3.0
 $(27.9) $(589.8)
(In millions, net of tax)Foreign Currency Items Cash Flow Hedges Pension and Other Post-retirement Items Total
Balance at December 31, 2016$(544.3) $4.9
 $(32.1) $(571.5)
Other comprehensive income (loss) before reclassifications55.1
 (5.4) (5.2) 44.5
Amounts reclassified from accumulated other comprehensive income (loss)
 (0.6) 0.7
 0.1
Net current-period other comprehensive income (loss)55.1
 (6.0) (4.5) 44.6
Balance at September 30, 2017$(489.2) $(1.1) $(36.6) $(526.9)

Pretax amounts reclassified from accumulated other comprehensive loss that related to cash flow hedges consisted of net gainsloss of $2.1 million and a gain of $4.2 million and $1.0 million forin the year-to-date periods ended September 29, 201828, 2019 and September 30, 2017,29, 2018, respectively. Associated with these items were a tax provisionsbenefit of $0.6 million and a provision of $1.1 million and $0.4 million, respectively. See Note 1112 for further discussion of derivatives.


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


For the year-to-date periods ended September 29, 201828, 2019 and September 30, 2017,29, 2018, pretax amounts reclassified from accumulated other comprehensive loss related to pension and other post-retirement items consisted of prior service benefits of $0.8 million and $0.6 million, and $1.1 million,in 2018, an actuarial lossesloss of $0.3 million and $1.1 million, and pension settlement costscost of $0.6 million and $0.9 million, respectively.million. Associated with these items waswere a tax provision of $0.3 million in 2019 and $0.1 million in 2018 and benefit of $0.2 million in 2017.2018. See Note 1314 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 $3.0$7.5 million and $9.0$3.0 million in re-engineering charges during the third quarters of 20182019 and 2017,2018, respectively, and $12.7$15.9 million and $43.9$12.7 million for the respective year-to-date periods. These re-engineering costs were mainly related to the July 2017 revitalization program ("2017 program") and the transformation program announced in January 2019 ("2019 program").
In relation to the 2017 program, the Company incurred $1.1 million and $3.0 million of charges in the third quarters of 2019 and 2018, respectively, and 2017,$3.3 million and $12.7 million of charges for the re-engineering2019 and impairment charges incurred were2018 year-to-date periods, respectively, primarily related to severance costs and restructuring actions takenincurred for headcount reductions in several of the Company’s operations in connection with changes in its management and organizational structures. The Company incurred $4.6 million and $10.0 million in the Company's plans, through 2019, to rationalize its supply chainthird quarter 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. In the year-to-date periods, of 2018 and 2017, the Company recorded $1.0 million and $3.2 million, respectively, in cost of sales for inventory obsolescence in connection with its 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 have, or will become excess in light of the re-engineering actions. The Company expects about 90 percent of second quarter 2017 and forward re-engineering2019 program 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 benefitsprimarily related to headcount reductions, while the balance is predominantly related to costs to exit leasesoutside consulting services, project team expenses, 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.distributor support.
The re-engineering charges related to the 2019 program by segment during the third quarter and year-to-date periodperiods ended September 29, 201828, 2019 were as follows:
 September 28, 2019
(In millions)13 weeks ended 39 weeks ended
Europe$3.2
 $6.1
Asia Pacific1.4
 3.9
Total re-engineering charges$4.6
 $10.0
 Third Quarter Year-to-Date
(In millions)2018 2018
Europe$0.5
 $7.0
Asia Pacific
 0.8
North America1.8
 3.8
South America0.7
 1.1
Total re-engineering charges$3.0
 $12.7

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


The balances included in accrued liabilities related to re-engineering and impairment charges for the 2017 program as of September 28, 2019 and December 29, 2018 were as follows:
(In millions)September 28,
2019
 December 29,
2018
Beginning of the year balance$23.3
 $45.4
Provision3.3
 15.9
Adjustments and other charges(0.4) 3.0
Cash expenditures:   
Severance(19.0) (27.1)
Other(2.6) (12.8)
Currency translation adjustment(0.7) (1.1)
End of period balance$3.9
 $23.3


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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The balances included in accrued liabilities related to re-engineering and December 30, 2017impairment charges for the 2019 program as of September 28, 2019 were as follows:
(In millions)September 28,
2019
Beginning of the year balance$
Provision10.0
Adjustments and other charges(1.1)
Cash expenditures: 
Severance(0.2)
Other(6.6)
End of period balance$2.1

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.
Some leases include one or more options to renew, with renewal terms that can extend the lease term from one to five 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 third quarter and year-to-date periods ended September 28, 2019 were as follows:
 September 28, 2019
(In millions)13 weeks ended 39 weeks ended
Operating lease cost (a) (c)$12.7
 $38.3
Finance lease cost   
Amortization of right-of-use assets (a)0.2
 0.7
Interest on lease liabilities (b)0.1
 0.2
Total finance lease cost$0.3
 $0.9
____________________
(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.


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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Supplemental cash flow information related to leases is as follows:
 39 weeks ended
(In millions)September 28, 2019
Cash paid for amounts included in the measurement of lease liabilities 
Operating cash flows from operating leases$(37.2)
Operating cash flows from finance leases(0.2)
Financing cash flows from finance leases(1.3)
Leased assets obtained in exchange for new operating lease liabilities$11.0


Supplemental balance sheet information related to leases is as follows:
(In millions, except lease term and discount rate)September 28, 2019
Operating Leases 
Operating lease right-of-use assets$79.3
  
Accrued liabilities$28.9
Operating lease liabilities51.4
Total Operating lease liabilities$80.3
  
Finance Leases 
Property, plant and equipment, at cost$17.7
Accumulated amortization10.0
Property, plant and equipment, net$7.7
  
Current portion of finance lease obligations$1.2
Long-term finance lease obligations2.7
Total Finance lease liabilities$3.9
  
Weighted Average Remaining Lease Term 
Operating Leases4.4 years
Finance Leases3.1 years
Weighted Average Discount Rate (a) 
Operating Leases5.5%
Finance Leases5.1%
_________________________
(a) Calculated using Company's incremental borrowing rate.


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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Maturities of lease liabilities as of September 28, 2019 were as follows:
(In millions)September 29,
2018
 December 30,
2017
Beginning of the year balance$45.4
 $1.6
Provision12.7
 63.7
Non-cash charges(0.5) (0.4)
Adjustments5.5
 
Cash expenditures:   
Severance(20.4) (12.7)
Other(11.6) (6.8)
Currency translation adjustment(0.3) 
End of period balance$30.8
 $45.4
(In millions)Operating Leases Finance Leases
2019$10.1
 $0.3
202028.7
 1.4
202119.1
 1.4
202210.6
 1.0
20235.3
 
Thereafter15.5
 
Total lease payments$89.3
 $4.1
Less imputed interest9.0
 0.2
Total$80.3
 $3.9
The accrual balance


Maturities of lease liabilities as of SeptemberDecember 29, 2018 related primarily to severancewere as follows:
(In millions)Operating Leases Finance 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 September 28, 2019, the second quarterCompany had an immaterial amount of 2019. Adjustments to the re-engineering accrual in the table above relate to short-term pension obligations extinguishedoperating and re-classified in connection with severance obligations to be paid as part of the closure of the supply chain facility in France.finance leases that had not yet commenced.

Note 8:9:Goodwill and Intangible Assets
The Company's goodwill and intangible assets relate primarily to the December 2005 acquisition of the direct-to-consumer businesses of Sara Lee Corporation. In the third quarters of 20182019 and 2017,2018, the Company completed the annual assessments for all of its reporting units and indefinite-lived intangible assets, concluding there were no impairments.
In$19.7 million of impairment existed as of the secondthird quarter of 2017, as part of its on-going assessment2019, mainly for the impairment of goodwill associated with the Fuller Mexico beauty and intangiblepersonal care products business in the amount of $17.5 million. The Nutrimetics tradename was also impaired by $2.2 million due to declining sales trends, leaving a $3.5 million carrying value as of September 28, 2019. There were 0 impairments in 2018.

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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The impairment evaluation of the goodwill associated with the Fuller Mexico reporting unit involved comparing the fair value of the reporting unit to its carrying value, including the goodwill balance, after consideration of impairment to its long-lived assets. There were 0 impairments of any long-lived assets. The fair value analysis for Fuller Mexico was completed using the income approach, which was considered a Level 3 measurement within the fair value hierarchy. The significant assumptions used in the income approach included estimates regarding future operations and the ability to generate cash flows, including projections of revenue, costs, utilization of assets the Company noted that the sales, profitability and capital requirements. The income approach, or discounted cash flow approach, also requires an estimate as to the appropriate discount rate to be used. The most sensitive estimate in this valuation is the projection of operating cash flows, as these provide the basis for the estimate of fair market value. The Company’s cash flow model used a forecast period of ten years with annual revenue growth rates ranging from negative 8 percent to positive 4 percent, a compound average growth rate of 0.2 percent, and a 2.5 percent growth rate used in calculating the terminal value. The discount rate used was 14.9 percent. The growth rates were determined by reviewing historical results of the operating unit and the historical results of the Company’s other similar business units, along with the expected contribution from growth strategies being implemented. As the fair value of Fuller Mexico had fallen below their recent trend lines and were expected to fall significantly shortwas less than the carrying value by more than the recorded goodwill balance, the remaining balance of previous expectations for the year. As a result, the Company performed an interim impairment test as of the end of May 2017, recording an impairment charge of $62.9 million. The remaining goodwill inrecorded at Fuller Mexico is $17.8 million.was written off.
Note 9:10: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 $66.6$60.5 million and $86.8$66.6 million in the third quarters of 20182019 and 2017,2018, respectively, and $214.9$190.0 million and $253.1$214.9 million in the respective year-to-date periods.


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


13 weeks ended 39 weeks ended13 weeks ended 39 weeks ended
(In millions)September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
September 28,
2019
 September 29,
2018
 September 28,
2019
 September 29,
2018
Net sales:              
Europe$112.3
 $110.8
 $388.9
 $395.7
$98.9
 $112.3
 $359.0
 $388.9
Asia Pacific170.0
 184.4
 522.2
 545.2
148.8
 170.0
 460.4
 522.2
North America123.3
 139.1
 395.1
 412.2
103.5
 123.3
 347.8
 395.1
South America80.2
 105.2
 257.6
 314.1
66.9
 80.2
 213.5
 257.6
Total net sales$485.8
 $539.5
 $1,563.8
 $1,667.2
$418.1
 $485.8
 $1,380.7
 $1,563.8
Segment profit (loss):   
    
Segment profit:   
    
Europe$1.0
 $(2.4) $28.5
 $29.4
$(0.9) $1.0
 $29.6
 $28.5
Asia Pacific43.7
 49.5
 127.0
 135.7
32.7
 43.7
 99.9
 127.0
North America17.6
 15.7
 59.3
 52.2
3.3
 17.6
 41.1
 59.3
South America15.6
 23.6
 50.7
 69.7
11.3
 15.6
 33.3
 50.7
Total segment profit$77.9
 $86.4
 $265.5
 $287.0
$46.4
 $77.9
 $203.9
 $265.5
Unallocated expenses(8.6) (14.4) (32.5) (46.9)(7.6) (8.6) (22.0) (32.5)
Re-engineering and impairment charges (a)(3.0) (9.0) (12.7) (43.9)(7.5) (3.0) (15.9) (12.7)
Impairment of goodwill
 
 
 (62.9)
Gains on disposal of assets1.5
 4.1
 16.1
 7.3
Impairment of goodwill and intangibles(19.7) 
 (19.7) 
Gain on disposal of assets12.1
 1.5
 11.1
 16.1
Interest expense, net(10.7) (10.7) (32.3) (32.7)(9.8) (10.7) (29.8) (32.3)
Income before taxes$57.1
 $56.4
 $204.1
 $107.9
$13.9
 $57.1
 $127.6
 $204.1
(In millions)September 29,
2018
 December 30,
2017
September 28,
2019
 December 29,
2018
Identifiable assets:      
Europe$303.0
 $308.5
$299.9
 $291.0
Asia Pacific280.3
 297.2
307.1
 281.2
North America318.5
 266.3
270.3
 250.9
South America132.8
 138.6
133.7
 125.0
Corporate330.0
 377.4
324.9
 360.7
Total identifiable assets$1,364.6
 $1,388.0
$1,335.9
 $1,308.8
_________________________
(a)
See Note 7 to the Consolidated Financial Statements for a discussion of re-engineering and impairment charges.

Note 11:Debt
Debt Obligations
12
(In millions)September 28,
2019
 December 29, 2018
Fixed rate senior notes due 2021$599.8
 $599.7
Five year Revolving Credit Agreement (a)323.7
 283.9
Belgium facility finance lease3.9
 5.3
Total debt obligations$927.4
 $888.9

____________________
(a)
$173.7 million and $186.8 million denominated in euros as of September 28, 2019 and December 29, 2018, respectively.


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

Note 10:Debt
Debt Obligations
(In millions)September 29,
2018
 December 30, 2017
Fixed rate senior notes due 2021$599.6
 $599.5
Five year Revolving Credit Agreement (a)330.7
 131.0
Belgium facility capital lease5.8
 7.5
Other
 0.1
Total debt obligations$936.1
 $738.1
____________________
(a)$250.6 million and $96.1 million denominated in euros as of September 29, 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, amended by Amendment No. 1 dated August 28, 2019 (so as amended, 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 3 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 September 29, 2018,28, 2019, the Company had total borrowings of $323.7 million outstanding under the Credit Agreement, with $173.7 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 percent, 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 percent, 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 percent to 0.875 percent, the applicable margin for Eurocurrency Borrowings ranges from 1.375 percent to 1.875 percent, and the applicable margin for the commitment fee ranges from 0.150 percent to 0.275 percent. 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 September 28, 2019, the Credit Agreement dictated a base rate spread of 150 basis points, which gave the Company a weighted average interest rate of 2.5 percent on outstanding LIBOR-based borrowings of 2.0 percent under its multicurrency Amended and Restatedthe Credit Agreement (“Credit Agreement”) that has a final maturity date of June 9, 2020.March 29, 2024.
Similar 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 September 28, 2019, and currently, the Company was in compliance with the financial covenants in the Credit Agreement.

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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 Moody's Investors Services, Inc. downgrades its existing ratings two notes or more or S&P Global Ratings downgrades its existing ratings one or more notches.
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 September 29, 2018,28, 2019, the Company had $350.6$406.1 million of unused lines of credit, including $268.0$324.9 million under the committed, secured Credit Agreement, and $82.6$81.2 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 September 29, 2018, and currently, the Company had considerable cushion under its financial covenants.
Note 11:12: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, net. 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 $4.3$5.1 million and $5.9$4.3 million in the third quarters of 20182019 and 2017,2018, respectively, and $15.1$13.2 million and $16.1$15.1 million for the respective year-to-date periods.
The Company also uses derivative financial instruments to hedge foreign currency exposures resulting from certain forecasted purchases and classifies these as cash flow hedges. 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. There was an immaterial impact from forward points recorded in other comprehensive income for activity related to the third quarter and year-to-date periods of 2019. The Company recognized $1.0 million and $3.1 million of manufacturing variances that will be capitalized and amortized over actual months of inventory turns related to the forward point impact from the settlement of cash flow hedges in the third quarter and year-to-date periods of 2019.


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TUPPERWARE BRANDS CORPORATION
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 a net gain of $5.3 million and a net loss of $1.1 million and gain of $12.9 million associated with these hedges in the third quarterquarters of 2019 and year-to-date period2018, respectively, and net loss of 2018 and losses of $3.8$9.9 million and $35.9gain of $12.9 million for the respective periods of 2017.year-to-date periods. 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. 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. 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. The impact related to forward points on hedges of net equity recorded as a component of interest expense.other comprehensive income in the third quarter and year-to-date periods of 2019 were losses of $5.2 million and $14.1 million, respectively.
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 hedgesfrom hedging activity for the year-to-date periods ended September 28, 2019 and September 29, 2018 was an outflow of $1.5 million and September 30, 2017 were inflowsan inflow of $3.5 million and $5.8 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 September 29, 201828, 2019 and December 30, 2017,29, 2018, the notional amounts of outstanding forward contracts to purchase currencies were $121.3$132.6 million and $111.1$186.8 million, respectively, and the notional amounts of outstanding forward contracts to sell currencies were $101.1$134.4 million and $112.1$184.6 million, respectively. As of September 29, 2018,28, 2019, the notional values of the largest positions outstanding were to purchase $57.1$112.3 million of U.S. dollars and $29.1$15.0 million of euros, and to sell $29.5$53.4 million of Swiss francs and $33.2 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 September 29, 201828, 2019 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 Sep 29,
2018
 Dec 30,
2017
 Balance sheet location Sep 29,
2018
 Dec 30,
2017
Derivatives designated as hedging
instruments (in millions)
 Balance sheet 
location
 Sep 28,
2019
 Dec 29,
2018
 Balance sheet 
location
 Sep 28,
2019
 Dec 29,
2018
Foreign exchange contracts Non-trade amounts receivable $19.7
 $32.2
 Accrued liabilities $14.8
 $29.6
 Non-trade amounts receivable $12.3
 $26.7
 Accrued liabilities $13.1
 $22.6
The following table summarizes the impact of the Company's fair value hedging positions on the results of operations for the third quarters of 2019 and 2018 and 2017:for the components included in the hedge effectiveness assessment of the Company's fair value hedging positions:
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 (loss) gain recognized in income on derivatives Amount of (loss) gain recognized 
in income on 
derivatives
 Location of gain (loss) recognized in income on related hedged items Amount of gain (loss) recognized 
in income on
related hedged items
 2018 2017 2018 2017 2019 2018 2019 2018
Foreign exchange contracts Other expense $3.4
 $2.1
 Other expense $(3.4) $(2.1) Other expense $(8.8) $3.4
 Other expense $9.0
 $(3.4)


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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 third quarters of 20182019 and 2017:2018:
Derivatives designated
as cash flow and
net equity hedges
(in millions)
 Amount of (loss) gain recognized in
OCI on derivatives
(effective portion)
 Location of (loss) gain reclassified 
from accumulated OCI 
into income
(effective portion)
 Amount of (loss) gain reclassified
from accumulated
OCI into income
(effective portion)
 Location of loss recognized
in income
(ineffective portion
and amount
excluded from
effectiveness
testing)
 Amount of loss recognized
in income
(ineffective
portion and
amount excluded
from effectiveness
testing)
Cash flow hedging relationships 2019 2018   2019 2018   2019 2018
Foreign exchange contracts $(0.1) $2.0
 Cost of products
sold
 $(1.0) $2.3
 Interest expense $
 $(1.1)
Net equity hedging relationships                
Foreign exchange contracts 3.4
 (0.6)       Interest expense 
 (4.5)
Euro denominated debt 3.3
 (0.8)            
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 $2.0
 $(0.5) Cost of products sold $2.3
 $(0.6) Interest expense $(1.1) $(1.2)
Net equity hedging relationships                
Foreign exchange contracts (0.6) (1.9)       Interest expense (4.5) (6.7)
Euro denominated debt (0.8) (4.0)            

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 September 28, 2019 and September 29, 2018 and September 30, 2017:for the components included in the hedge effectiveness assessment of the Company's fair value hedging positions:
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 (loss) recognized in
income on derivatives
 Amount of gain (loss) recognized 
in income on 
derivatives
 Location of gain 
recognized in
income on related
hedged items
 Amount of gain recognized 
in income on
related hedged items
 2018 2017 2018 2017 2019 2018 2019 2018
Foreign exchange contracts Other expense $(11.4) $40.3
 Other expense $10.8
 $(40.2) Other expense $0.2
 $(11.4) Other expense $
 $10.8
The following table summarizes the impact of the Company's hedging activities on comprehensive income for the year-to-date periods ended September 29, 201828, 2019 and September 30, 2017:29, 2018:
Derivatives designated
as cash flow and
net equity hedges
(in millions)
 Amount of (loss) gain recognized in
OCI on derivatives
(effective portion)
 Location of (loss) gain reclassified 
from accumulated 
OCI  into income
(effective portion)
 Amount of (loss) gain reclassified
from accumulated
OCI into income
(effective portion)
 Location of loss recognized
in income
(ineffective portion
and amount
excluded from
effectiveness
testing)
 Amount of loss recognized
in income
(ineffective
portion and
amount excluded
from effectiveness
testing)
Cash flow hedging relationships 2019 2018   2019 2018   2019 2018
Foreign exchange contracts $(3.7) $6.1
 Cost of products
sold
 $(2.1) $4.2
 Interest expense $
 $(2.9)
Net equity hedging relationships                
Foreign exchange contracts (16.1) 15.6
       Interest expense 
 (16.0)
Euro denominated debt 3.2
 0.8
            

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 $6.1
 $(6.5) Cost of products sold $4.2
 $1.0
 Interest expense $(2.9) $(3.6)
Net equity hedging relationships                
Foreign exchange contracts 15.6
 (45.1)       Interest expense (16.0) (18.9)
Euro denominated debt 0.8
 (10.9)            



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


Note 12:13: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 September 29, 201828, 2019 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 $611.6$613.3 million at September 29, 2018,28, 2019, compared with the carrying value of $599.6$599.8 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 1112 to the Consolidated Financial Statements for discussion of the Company's derivative instruments and related fair value measurements.
Note 13:14:Retirement Benefit Plans
Components of net periodic benefit cost for the third quarters and year-to-date periods ended September 29, 201828, 2019 and September 30, 201729, 2018 were as follows:
 Third Quarter Year-to-Date
 Pension benefits Post-retirement benefits Pension benefits Post-retirement benefits
(In millions)2019 2018 2019 2018 2019 2018 2019 2018
Service cost$2.1
 $1.4
 $
 $
 $5.9
 $6.4
 $0.1
 $0.1
Interest cost1.9
 1.4
 0.1
 0.1
 4.9
 4.2
 0.4
 0.3
Expected return on plan assets(1.0) (0.9) 
 
 (3.2) (3.3) 
 
Settlement/curtailment0.1
 0.2
 
 
 
 0.6
 
 
Net amortization0.1
 0.4
 (0.3) (0.4) 0.1
 0.7
 (0.9) (1.0)
Net periodic benefit cost$3.2
 $2.5
 $(0.2) $(0.3) $7.7
 $8.6
 $(0.4) $(0.6)
 Third Quarter Year-to-Date
 Pension benefits Post-retirement benefits Pension benefits Post-retirement benefits
(In millions)2018 2017 2018 2017 2018 2017 2018 2017
Service cost$1.4
 $2.7
 $
 $
 $6.4
 $8.1
 $0.1
 $0.1
Interest cost1.4
 1.4
 0.1
 0.2
 4.2
 4.2
 0.3
 0.5
Expected return on plan assets(0.9) (1.2) 
 
 (3.3) (3.6) 
 
Settlement/curtailment0.2
 0.1
 
 
 0.6
 0.9
 
 
Net amortization0.4
 0.4
 (0.4) (0.4) 0.7
 1.0
 (1.0) (1.0)
Net periodic benefit cost$2.5
 $3.4
 $(0.3) $(0.2) $8.6
 $10.6
 $(0.6) $(0.4)

During the year-to-date periods ended September 28, 2019 and September 29, 2018, and September 30, 2017, approximately $0.3 million and $0.9$0.8 million of pretax gain and $0.3 million of pretax expense respectively, 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 $1.5$1.3 million and $2.0$1.5 million related to the components of net periodic benefit cost, excluding service cost, in other expense in the year-to-date periods ended September 29, 201828, 2019 and September 30, 2017,29, 2018, respectively.
Note 14:15:Income Taxes
The effective tax rates for the third quarter and year-to-date periods of 20182019 were 44.2 percent and 33.9 percent, respectively, compared with 31.6 percent and 32.1 percent compared with 44.3 percent and 43.4 percent for the comparable 20172018 periods. The tax rate for the second quarter of 20182019 was 28.136.2 percent. The increase in the rate from the second quarter to the third quarter of 2018,2019, was the result of a change in2018 tax return to provision true-up related to the mix of income and an increase in the estimated valuation allowance needed for certain deferred tax assets that were partially offset by actions taken by the Company resulting in a reduction of the estimated full-year provision for the Global Intangible Low-Taxed income (GILTI) tax.
The Company continues to evaluate the impact of the GILTI provisions under the newly enacted U.S. Tax Cuts and Jobs Act of 2017 (Tax Act) which are complex("Tax Act") 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 incomeimpairment charges primarily 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.

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


Fuller Mexico's goodwill.
As of September 29, 201828, 2019 and December 30, 2017,29, 2018, the Company's accrual for uncertain tax positions was $14.9$11.8 million and $19.8$15.1 million, respectively. The decrease in the accrual for uncertain tax positions was primarily due to expired statutethe settlement of limitation and audit closuresaudits in various jurisdictions. The Company estimates that as of September 29, 2018,28, 2019, approximately $14.6$11.5 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 $6.7$5.1 million and $7.3$5.5 million as of the periods ended September 28, 2019 and December 29, 2018, and December 30, 2017, respectively.

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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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 $2.0$0.4 million. For the remaining balance as of September 29, 2018,28, 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 15:16: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 September 28, 2019 and September 29, 2018, 25,947 and September 30, 2017, 22,494 and 9,256 shares, respectively, were retained to fund withholding taxes, with values totaling $1.1$0.8 million and $0.6$1.1 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 16:17:Stock Based Compensation
Stock option activity for 20182019 is summarized in the following table:
 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(95,924) 52.48
  
Outstanding at September 28, 20193,534,760
 $55.75
 $
Exercisable at September 28, 20192,359,616
 $59.23
 $
 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 September 29, 20183,089,411
 $58.90
 $
Exercisable at September 29, 20181,784,764
 $59.92
 $
The intrinsic value of options exercised totaled $0.4 million and $4.0 million for the year-to-date periods of 2018 and 2017, respectively, and was not material in the third quarters of 2018 and 2017.

17

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


The Company also has time-vested, performance-vested and market-vested share awards. The activity for such awards in 20182019 is summarized in the following table:
 Shares
outstanding
 Weighted average
grant date fair value
December 29, 2018684,184
 $47.68
Time-vested shares granted160,961
 18.02
Market-vested shares granted42,365
 27.12
Performance shares granted111,536
 30.90
Performance share adjustments(99,101) 37.72
Vested(131,740) 48.23
Forfeited(151,771) 43.78
September 28, 2019616,434
 $37.93


23

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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Shares outstanding Weighted average grant date fair value
December 30, 2017635,507
 $58.59
Time-vested shares granted57,420
 43.55
Market-vested shares granted24,571
 63.48
Performance shares granted92,621
 50.51
Performance share adjustments(97,084) 53.99
Vested(95,406) 70.97
Forfeited(36,458) 59.02
September 29, 2018581,171
 $54.73

Compensation expense related to the Company's stock-based compensation for the third quarter and year-to-date periods ended September 29, 201828, 2019 and September 30, 201729, 2018 were as follows:
 Third Quarter Year-to-Date
(In millions)2019 2018 2019 2018
Stock options$0.6
 $0.9
 $1.8
 $2.6
Time, performance and market vested share awards2.4
 2.8
 5.7
 8.1
 Third Quarter Year-to-Date
(In millions)2018 2017 2018 2017
Stock options$0.9
 $0.7
 $2.6
 $2.2
Time, performance and market vested share awards2.8
 4.2
 8.1
 11.9

As of September 29, 2018,28, 2019, total unrecognized stock-based compensation expense related to all stock based awards was $18.3$14.6 million, which is expected to be recognized over a weighted average period of 1.71.6 years.
Note 17:18:Allowance for Long-Term Receivables
As of September 29, 2018, $17.228, 2019, $18.1 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 September 29, 201828, 2019 was as follows:
(In millions) 
Balance at December 29, 2018$16.0
Write-offs(0.2)
Provision and reclassifications3.1
Currency translation adjustment(0.5)
Balance at September 28, 2019$18.4
(In millions) 
Balance at December 30, 2017$16.5
Write-offs(0.5)
Provision and reclassifications2.1
Currency translation adjustment(0.3)
Balance at September 29, 2018$17.8

Note 18:19: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 September 29, 201828, 2019 and December 30, 201729, 2018, and for the quarter and year-to-date periods ended September 29, 201828, 2019 and September 30, 201729, 2018, 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 September 29, 2018
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
Net sales$
 $
 $487.1
 $(1.3) $485.8
Other revenue
 24.4
 1.3
 (25.7) 
Cost of products sold
 1.2
 189.8
 (26.9) 164.1
Gross margin
 23.2
 298.6
 (0.1) 321.7
Delivery, sales and administrative expense3.3
 18.7
 231.1
 (0.1) 253.0
Re-engineering and impairment charges
 0.8
 2.2
 
 3.0
Gains on disposal of assets
 
 1.5
 
 1.5
Operating income (loss)(3.3) 3.7
 66.8
 
 67.2
Interest income5.2
 0.4
 10.6
 (15.6) 0.6
Interest expense9.2
 15.4
 2.3
 (15.6) 11.3
Income from equity investments in subsidiaries44.7
 61.9
 
 (106.6) 
Other expense (income)(0.3) 7.7
 (8.0) 
 (0.6)
Income (loss) before income taxes37.7
 42.9
 83.1
 (106.6) 57.1
Provision (benefit) for income taxes(1.4) 1.3
 18.1
 
 18.0
Net income$39.1
 $41.6
 $65.0
 $(106.6) $39.1
Comprehensive income (loss)$21.1
 $25.3
 $50.2
 $(75.5) $21.1


1924

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


Consolidating Statement of Income
13 weeks ended September 30, 201713 weeks ended September 28, 2019
(In millions)Parent Guarantor Non-Guarantors Eliminations TotalParent Guarantor Non-Guarantors Eliminations Total
Net sales$
 $
 $541.5
 $(2.0) $539.5
$
 $
 $419.6
 $(1.5) $418.1
Other revenue
 28.4
 7.5
 (35.9) 

 20.9
 2.2
 (23.1) 
Cost of products sold
 7.4
 211.1
 (35.8) 182.7

 2.2
 164.0
 (24.7) 141.5
Gross margin
 21.0
 337.9
 (2.1) 356.8

 18.7
 257.8
 0.1
 276.6
Delivery, sales and administrative expense4.6
 21.4
 259.6
 (2.1) 283.5
2.7
 19.0
 219.8
 0.1
 241.6
Re-engineering and impairment charges
 0.7
 8.3
 
 9.0

 0.4
 7.1
 
 7.5
Gains on disposal of assets
 
 4.1
 
 4.1
Operating income (loss)(4.6) (1.1) 74.1
 
 68.4
Impairment of goodwill and intangible assets
 
 19.7
 
 19.7
Gain on disposal of assets
 
 12.1
 
 12.1
Operating (loss) income(2.7) (0.7) 23.3
 
 19.9
Interest income5.1
 0.5
 10.4
 (15.2) 0.8
4.8
 0.7
 8.3
 (13.2) 0.6
Interest expense9.4
 15.3
 2.0
 (15.2) 11.5
9.9
 11.8
 1.9
 (13.2) 10.4
Income from equity investments in subsidiaries35.8
 46.9
 
 (82.7) 
Other expense (income)(0.5) (0.2) 2.0
 
 1.3
Income before income taxes27.4
 31.2
 80.5
 (82.7) 56.4
Provision (benefit) for income taxes(4.0) (2.5) 31.5
 
 25.0
Income (loss) from equity investments in subsidiaries7.0
 (1.2) 
 (5.8) 
Other income(0.4) (2.1) (1.3) 
 (3.8)
(Loss) income before income taxes(0.4) (10.9) 31.0
 (5.8) 13.9
(Benefit) provision for income taxes(8.2) (12.5) 26.8
 
 6.1
Net income$31.4
 $33.7
 $49.0
 $(82.7) $31.4
$7.8
 $1.6
 $4.2
 $(5.8) $7.8
Comprehensive income$33.0
 $38.3
 $52.3
 $(90.6) $33.0
Comprehensive loss$(11.5) $(18.9) $(17.1) $36.0
 $(11.5)


Consolidating Statement of Income

39 weeks ended September 29, 201813 weeks ended September 29, 2018
(In millions)Parent Guarantor Non-Guarantors Eliminations TotalParent Guarantor Non-Guarantors Eliminations Total
Net sales$
 $
 $1,566.6
 $(2.8) $1,563.8
$
 $
 $487.1
 $(1.3) $485.8
Other revenue
 65.7
 13.3
 (79.0) 

 24.4
 1.3
 (25.7) 
Cost of products sold
 13.3
 583.1
 (79.8) 516.6

 1.2
 189.8
 (26.9) 164.1
Gross margin
 52.4
 996.8
 (2.0) 1,047.2

 23.2
 298.6
 (0.1) 321.7
Delivery, sales and administrative expense9.6
 64.1
 743.3
 (2.0) 815.0
3.3
 18.7
 231.1
 (0.1) 253.0
Re-engineering and impairment charges
 1.8
 10.9
 
 12.7

 0.8
 2.2
 
 3.0
Gains on disposal of assets
 
 16.1
 
 16.1
Operating income (loss)(9.6) (13.5) 258.7
 
 235.6
Gain on disposal of assets
 
 1.5
 
 1.5
Operating (loss) income(3.3) 3.7
 66.8
 
 67.2
Interest income15.4
 1.5
 32.5
 (47.4) 2.0
5.2
 0.4
 10.6
 (15.6) 0.6
Interest expense28.7
 46.7
 6.3
 (47.4) 34.3
9.2
 15.4
 2.3
 (15.6) 11.3
Income from equity investments in subsidiaries155.8
 203.6
 
 (359.4) 
44.7
 61.9
 
 (106.6) 
Other expense (income)(1.1) 5.2
 (4.9) 
 (0.8)
Other (income) expense(0.3) 7.7
 (8.0) 
 (0.6)
Income before income taxes134.0
 139.7
 289.8
 (359.4) 204.1
37.7
 42.9
 83.1
 (106.6) 57.1
Provision (benefit) for income taxes(4.6) (7.5) 77.6
 
 65.5
(Benefit) provision for income taxes(1.4) 1.3
 18.1
 
 18.0
Net income$138.6
 $147.2
 $212.2
 $(359.4) $138.6
$39.1
 $41.6
 $65.0
 $(106.6) $39.1
Comprehensive income$78.2
 $91.2
 $147.4
 $(238.6) $78.2
$21.1
 $25.3
 $50.2
 $(75.5) $21.1


2025

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


Consolidating Statement of Income
39 weeks ended September 30, 201739 weeks ended September 28, 2019
(In millions)Parent Guarantor Non-Guarantors Eliminations TotalParent Guarantor Non-Guarantors Eliminations Total
Net sales$
 $
 $1,672.2
 $(5.0) $1,667.2
$
 $
 $1,385.4
 $(4.7) $1,380.7
Other revenue
 86.6
 22.5
 (109.1) 

 72.7
 15.8
 (88.5) 
Cost of products sold
 22.4
 627.8
 (107.2) 543.0

 15.8
 532.1
 (90.6) 457.3
Gross margin
 64.2
 1,066.9
 (6.9) 1,124.2

 56.9
 869.1
 (2.6) 923.4
Delivery, sales and administrative expense13.0
 67.8
 806.5
 (6.9) 880.4
6.4
 55.5
 692.7
 (2.6) 752.0
Re-engineering and impairment charges
 1.4
 42.5
 
 43.9

 1.2
 14.7
 
 15.9
Impairment of goodwill and intangible assets
 
 62.9
 
 62.9

 
 19.7
 
 19.7
Gains on disposal of assets
 
 7.3
 
 7.3
Operating income (loss)(13.0) (5.0) 162.3
 
 144.3
Gain on disposal of assets
 
 11.1
 
 11.1
Operating (loss) income(6.4) 0.2
 153.1
 
 146.9
Interest income15.3
 1.5
 28.2
 (43.0) 2.0
15.1
 1.9
 27.9
 (43.3) 1.6
Interest expense27.5
 44.2
 6.0
 (43.0) 34.7
29.7
 37.6
 7.4
 (43.3) 31.4
Income from equity investments in subsidiaries75.7
 127.5
 
 (203.2) 
92.9
 102.8
 
 (195.7) 
Other expense (income)(1.5) 24.8
 (19.6) 
 3.7
Other income(1.5) (0.8) (8.2) 
 (10.5)
Income before income taxes52.0
 55.0
 204.1
 (203.2) 107.9
73.4
 68.1
 181.8
 (195.7) 127.6
Provision (benefit) for income taxes(9.1) (14.8) 70.7
 
 46.8
(Benefit) provision for income taxes(10.7) (16.3) 70.5
 
 43.5
Net income$61.1
 $69.8
 $133.4
 $(203.2) $61.1
$84.1
 $84.4
 $111.3
 $(195.7) $84.1
Comprehensive income$105.7
 $122.9
 $207.0
 $(329.9) $105.7
$76.1
 $75.0
 $117.9
 $(192.9) $76.1



Consolidating Statement of Income
21
 39 weeks ended September 29, 2018
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
Net sales$
 $
 $1,566.6
 $(2.8) $1,563.8
Other revenue
 65.7
 13.3
 (79.0) 
Cost of products sold
 13.3
 583.1
 (79.8) 516.6
Gross margin
 52.4
 996.8
 (2.0) 1,047.2
Delivery, sales and administrative expense9.6
 64.1
 743.3
 (2.0) 815.0
Re-engineering and impairment charges
 1.8
 10.9
 
 12.7
Gain on disposal of assets
 
 16.1
 
 16.1
Operating (loss) income(9.6) (13.5) 258.7
 
 235.6
Interest income15.4
 1.5
 32.5
 (47.4) 2.0
Interest expense28.7
 46.7
 6.3
 (47.4) 34.3
Income from equity investments in subsidiaries155.8
 203.6
 
 (359.4) 
Other (income) expense(1.1) 5.2
 (4.9) 
 (0.8)
Income before income taxes134.0
 139.7
 289.8
 (359.4) 204.1
(Benefit) provision for income taxes(4.6) (7.5) 77.6
 
 65.5
Net income$138.6
 $147.2
 $212.2
 $(359.4) $138.6
Comprehensive income$78.2
 $91.2
 $147.4
 $(238.6) $78.2


26

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




Condensed Consolidating Balance Sheet
 September 28, 2019
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
ASSETS 
  
      
Cash and cash equivalents$
 $1.8
 $120.3
 $
 $122.1
Accounts receivable, net
 
 136.8
 
 136.8
Inventories
 
 260.7
 
 260.7
Non-trade amounts receivable, net
 164.1
 112.2
 (235.8) 40.5
Intercompany receivables321.0
 1,442.7
 219.8
 (1,983.5) 
Prepaid expenses and other current assets1.6
 17.5
 16.4
 (8.4) 27.1
Total current assets322.6
 1,626.1
 866.2
 (2,227.7) 587.2
Deferred income tax benefits, net41.7
 42.2
 131.1
 (0.5) 214.5
Property, plant and equipment, net
 81.3
 188.2
 
 269.5
Operating lease assets
 0.4
 79.0
 (0.1) 79.3
Long-term receivables, net
 0.1
 16.0
 
 16.1
Trademarks and tradenames, net
 
 46.0
 
 46.0
Goodwill
 2.9
 55.6
 
 58.5
Investments in subsidiaries1,395.9
 1,298.2
 
 (2,694.1) 
Intercompany loan receivables504.9
 93.5
 995.4
 (1,593.8) 
Other assets, net2.0
 1.2
 106.6
 (45.0) 64.8
Total assets$2,267.1
 $3,145.9
 $2,484.1
 $(6,561.2) $1,335.9
LIABILITIES AND SHAREHOLDERS' EQUITY 
  
  
  
  
Accounts payable$
 $6.8
 $79.0
 $
 $85.8
Short-term borrowings and current portion of long-term debt and finance lease obligations239.1
 
 85.9
 
 325.0
Intercompany payables1,345.9
 418.0
 219.6
 (1,983.5) 
Accrued liabilities265.4
 32.0
 239.4
 (244.2) 292.6
Total current liabilities1,850.4
 456.8
 623.9
 (2,227.7) 703.4
Long-term debt and finance lease obligations599.8
 
 2.6
 
 602.4
Intercompany notes payable
 1,308.4
 285.4
 (1,593.8) 
Operating lease liabilities
 0.2
 51.3
 (0.1) 51.4
Other liabilities1.9
 62.7
 144.6
 (45.5) 163.7
Shareholders' (deficit) equity(185.0) 1,317.8
 1,376.3
 (2,694.1) (185.0)
Total liabilities and shareholders' equity$2,267.1
 $3,145.9
 $2,484.1
 $(6,561.2) $1,335.9

 September 29, 2018
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
ASSETS 
  
      
Cash and cash equivalents$
 $3.3
 $114.3
 $
 $117.6
Accounts receivable, net
 
 157.9
 
 157.9
Inventories
 
 279.6
 
 279.6
Non-trade amounts receivable, net
 9.9
 36.1
 
 46.0
Intercompany receivables87.3
 1,346.3
 277.8
 (1,711.4) 
Prepaid expenses and other current assets1.4
 6.2
 61.7
 (41.3) 28.0
Total current assets88.7
 1,365.7
 927.4
 (1,752.7) 629.1
Deferred income tax benefits, net33.4
 72.5
 167.7
 (7.0) 266.6
Property, plant and equipment, net
 66.5
 207.7
 
 274.2
Long-term receivables, net
 0.1
 18.2
 0.1
 18.4
Trademarks and tradenames, net
 
 55.7
 
 55.7
Goodwill
 2.9
 74.3
 
 77.2
Investments in subsidiaries1,273.2
 1,345.7
 
 (2,618.9) 
Intercompany notes receivable509.9
 96.1
 1,075.6
 (1,681.6) 
Other assets, net0.3
 1.1
 70.4
 (28.4) 43.4
Total assets$1,905.5
 $2,950.6
 $2,597.0
 $(6,088.5) $1,364.6
LIABILITIES AND SHAREHOLDERS' EQUITY 
  
  
  
  
Accounts payable$
 $2.7
 $85.2
 $
 $87.9
Short-term borrowings and current portion of long-term debt and capital lease obligations175.3
 
 157.0
 
 332.3
Intercompany payables1,266.3
 272.4
 172.7
 (1,711.4) 
Accrued liabilities54.1
 51.0
 298.6
 (41.3) 362.4
Total current liabilities1,495.7
 326.1
 713.5
 (1,752.7) 782.6
Long-term debt and capital lease obligations599.6
 
 4.2
 
 603.8
Intercompany notes payable35.1
 1,341.3
 305.2
 (1,681.6) 
Other liabilities9.7
 73.7
 164.7
 (35.3) 212.8
Shareholders' equity (deficit)(234.6) 1,209.5
 1,409.4
 (2,618.9) (234.6)
Total liabilities and shareholders' equity$1,905.5
 $2,950.6
 $2,597.0
 $(6,088.5) $1,364.6




2227

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


Condensed Consolidating Balance Sheet
 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 loan receivables515.3
 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' (deficit) equity(235.2) 1,236.3
 1,415.8
 (2,652.1) (235.2)
Total liabilities and shareholders' equity$2,172.9
 $3,162.3
 $2,528.0
 $(6,554.4) $1,308.8

 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










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


Condensed Consolidating Statement of Cash Flows
 39 weeks ended September 28, 2019
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
Operating Activities:         
Net cash (used in) provided by operating activities$(8.1) $86.7
 $164.8
 $(223.9) $19.5
Investing Activities:         
Capital expenditures
 (23.4) (20.6) 
 (44.0)
Proceeds from disposal of property, plant and equipment
 
 20.4
 
 20.4
Net intercompany loans3.8
 (11.4) 67.9
 (60.3) 
Net cash provided by (used in) investing activities3.8
 (34.8) 67.7
 (60.3) (23.6)
Financing Activities:         
Dividend payments to shareholders(60.5) 
 
 
 (60.5)
Dividend payments to parent
 
 (226.2) 226.2
 
Repurchase of common stock(0.8) 
 
 
 (0.8)
Repayment of finance lease obligations
 
 (1.3) 
 (1.3)
Net change in short-term debt52.9
 
 (6.2) 
 46.7
Debt issuance costs(2.2) 
 
 
 (2.2)
Net intercompany borrowings14.9
 (50.1) (22.8) 58.0
 
Net cash provided by (used in) financing activities4.3
 (50.1) (256.5) 284.2
 (18.1)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
 (0.3) (3.0) 
 (3.3)
Net change in cash, cash equivalents and restricted cash
 1.5
 (27.0) 
 (25.5)
Cash, cash equivalents and restricted cash at beginning of year
 0.3
 151.6
 
 151.9
Cash, cash equivalents and restricted cash at end of period$
 $1.8
 $124.6
 $
 $126.4

 39 weeks ended September 29, 2018
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
Operating Activities:         
Net cash provided by (used in) operating activities$(27.9) $96.7
 $225.5
 $(280.7) $13.6
Investing Activities:         
Capital expenditures
 (19.3) (35.9) 
 (55.2)
Proceeds from disposal of property, plant and equipment
 
 36.5
 
 36.5
Net intercompany loans(64.9) (247.7) (173.0) 485.6
 
Net cash provided by (used in) investing activities(64.9) (267.0) (172.4) 485.6
 (18.7)
Financing Activities:         
Dividend payments to shareholders(104.1) 
 
 
 (104.1)
Dividend payments to parent
 
 (272.5) 272.5
 
Proceeds from exercise of stock options0.3
 
 
 
 0.3
Repurchase of common stock(101.3) 
 
 
 (101.3)
Repayment of capital lease obligations
 
 (1.6) 
 (1.6)
Net change in short-term debt45.0
 
 155.7
 
 200.7
Net intercompany borrowings252.9
 173.5
 51.0
 (477.4) 
Net cash provided by (used in) financing activities92.8
 173.5
 (67.4) (204.9) (6.0)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
 
 (13.5) 
 (13.5)
Net change in cash, cash equivalents and restricted cash
 3.2
 (27.8) 
 (24.6)
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
$
 $3.3
 $119.3
 $
 $122.6






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


Condensed Consolidating Statement of Cash Flows
 39 weeks ended September 29, 2018
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
Operating Activities:         
Net cash (used in) provided by operating activities$(27.9) $96.7
 $225.5
 $(280.7) $13.6
Investing Activities:         
Capital expenditures
 (19.3) (35.9) 
 (55.2)
Proceeds from disposal of property, plant and equipment
 
 36.5
 
 36.5
Net intercompany loans(64.9) (247.7) (173.0) 485.6
 
Net cash used in investing activities(64.9) (267.0) (172.4) 485.6
 (18.7)
Financing Activities:         
Dividend payments to shareholders(104.1) 
 
 
 (104.1)
Dividend payments to parent
 
 (272.5) 272.5
 
Proceeds from exercise of stock options0.3
 
 
 
 0.3
Repurchase of common stock(101.3) 
 
 
 (101.3)
Repayment of finance lease obligations
 
 (1.6) 
 (1.6)
Net change in short-term debt45.0
 
 155.7
 
 200.7
Net intercompany borrowings252.9
 173.5
 51.0
 (477.4) 
Net cash provided by (used in) financing activities92.8
 173.5
 (67.4) (204.9) (6.0)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
 
 (13.5) 
 (13.5)
Net change in cash, cash equivalents and restricted cash
 3.2
 (27.8) 
 (24.6)
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$
 $3.3
 $119.3
 $
 $122.6
 39 weeks ended September 30, 2017
(In millions)Parent Guarantor Non-Guarantors Eliminations Total
Operating Activities:         
Net cash provided by (used in) operating activities$(17.4) $(56.4) $173.7
 $(17.9) $82.0
Investing Activities:         
Capital expenditures
 (14.3) (38.3) 
 (52.6)
Proceeds from disposal of property, plant and equipment
 
 11.7
 
 11.7
Net intercompany loans48.8
 (1.0) (71.0) 23.2
 
Net cash provided by (used in) investing activities48.8
 (15.3) (97.6) 23.2
 (40.9)
Financing Activities:         
Dividend payments to shareholders(103.9) 
 
 
 (103.9)
Dividend payments to parent
 
 (11.3) 11.3
 
Proceeds from exercise of stock options9.9
 
 
 
 9.9
Repurchase of common stock(0.6) 
 
 
 (0.6)
Repayment of capital lease obligations
 
 (1.6) 
 (1.6)
Net change in short-term debt76.2
 
 
 (0.1) 76.1
Net intercompany borrowings(13.0) 71.5
 (42.0) (16.5) 
Net cash provided by (used in) financing activities(31.4) 71.5
 (54.9) (5.3) (20.1)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
 
 6.4
 
 6.4
Net change in cash, cash equivalents and restricted cash
 (0.2) 27.6
 
 27.4
Cash, cash equivalents and restricted cash
 at beginning of year

 0.5
 95.5
 
 96.0
Cash, cash equivalents and restricted cash
 at end of period
$
 $0.3
 $123.1
 $
 $123.4



25

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

Note 19:20:New Accounting Pronouncements
In August 2018, the FASB issued an amendment to existing guidance on 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 requirement for capitalizing implementation costs incurred in a hosting environment that is a service contract is aligned with the requirements for capitalizing implementation costs incurred for an internal-use software license. This guidance is effective for fiscal years beginning after December 15, 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 significantmaterial impact on the Company’s Consolidated Financial Statements.

30

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TUPPERWARE BRANDS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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 Consolidated Financial Statements.basic financial statements.
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 February 2018, the FASB issued an amendment to existing guidance on reclassification of certain tax effects from Accumulated Other Comprehensive Income. Under the amendment, the stranded tax effects resulting from the Tax Act are to be reclassified from accumulated other comprehensive income to retained earnings. 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 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 as the item being hedged. 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 $7 million and $10 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 FebruaryJune 2016, the FASB issued an amendment to existing guidance for the measurement of credit losses on lease accountingfinancial instruments and subsequent updates to that requires the assets and liabilities arising from operating leases be presented in the balance sheet.amendment. This guidance replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information when recording credit loss estimates. The new standard is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted. In July 2018, the FASB added a transition option that allows entities to not apply the new standard in the comparative periods presented in the financial statements.2019. 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 ofdoes not expect the adoption of this amendment to have a material impact on itsthe Company’s 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.Statements.

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 39 weeks ended September 29, 2018,28, 2019, compared with the 13 and 39 weeks ended September 30, 2017,29, 2018, and changes in financial condition during the 39 weeks ended September 29, 2018.28, 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 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 13 weeks ended Change Change excluding the impact of foreign exchange  Foreign exchange impact
(In millions, except per share amounts) Sep 29,
2018
 Sep 30,
2017
  Sep 28,
2019
 Sep 29,
2018
 
Net sales $485.8
 $539.5
 (10)% (2)% $(41.6) $418.1
 $485.8
 (14)% (11)% $(15.3)
Gross margin as percent of sales 66.2% 66.1% 0.1
ppna
 na
 66.2% 66.2% 
ppna
 na
DS&A as percent of sales 52.1% 52.5% (0.4)ppna
 na
 57.8% 52.1% 5.7
ppna
 na
Operating income $67.2
 $68.4
 (2)% 17 % $(10.9) $19.9
 $67.2
 (70)% (69)% $(2.3)
Net income $39.1
 $31.4
 24 % 60 % $(7.0) $7.8
 $39.1
 (80)% (79)% $(1.7)
Net income per diluted share $0.79
 $0.61
 30 % 65 % $(0.13) $0.16
 $0.79
 (80)% (79)% $(0.03)
 39 weeks ended Change Change excluding the impact of foreign exchange  Foreign exchange impact 39 weeks ended Change Change excluding the impact of foreign exchange  Foreign exchange impact
(In millions, except per share amounts) Sep 29,
2018
 Sep 30,
2017
  Sep 28,
2019
 Sep 29,
2018
 
Net sales $1,563.8
 $1,667.2
 (6)% (4)% $(35.6) $1,380.7
 $1,563.8
 (12)% (7)% $(84.4)
Gross margin as percent of sales 67.0% 67.4% (0.4)ppna
 na
 66.9% 67.0% (0.1)ppna
 na
DS&A as percent of sales 52.1% 52.8% (0.7)ppna
 na
 54.5% 52.1% 2.4
ppna
 na
Impairment of goodwill $
 $62.9
 na
 na
 na
Operating income $235.6
 $144.3
 63 % 75 % $(10.0) $146.9
 $235.6
 (38)% (33)% $(15.6)
Net income $138.6
 $61.1
 +
 +
 $(6.3) $84.1
 $138.6
 (39)% (34)% $(11.1)
Net income per diluted share $2.74
 $1.19
 +
 +
 $(0.12) $1.72
 $2.74
 (37)% (32)% $(0.22)
_________________________
nanot applicable
+change is greater than 100%
pppercentage points

Net Sales
Reported sales decreased 1014 percent in the third quarter of 2019 compared with the third quarter of 2017.2018. Excluding the impact of changes in foreign currency exchange rates, sales decreased 211 percent. Excluding a 3 percentage point negative impact from the closure of Beauticontrol in 2017 and the combination of the NaturCare and Tupperware businesses in Japan as of the beginning of 2018, sales were even in local currency. The Company's businesses operating in emerging market economies increased sales in local currency by 2 percent. The significant sales increases were in China, Tupperware Mexico and Tupperware South Africa. The most significant sales decrease was in Indonesia. Local currency sales in the Company's businesses that operate in established economy markets, as a group, decreased 11 percent, primarily driven by the impact from the closure of Beauticontrol in 2017, as well as sales decreases in Tupperware Australia and New Zealand, France and Italy. The most significant sales increase was in Germany, from a significant business-to-business arrangement.
In the third quarter, operating income decreased 2 percent and net income increased 24 percent. Excluding the impact of changes in foreign currency exchange rates, operating and net income increased 17 percent and 60 percent, respectively. The increases primarily reflected lower re-engineering costs, in connection with the Company's restructuring plan announced in July 2017, and lower corporate costs. Net income was also positively impacted by a lower income tax rate.
Reported sales for the year-to-date period decreased 6 percent. Excluding the impact of changes in foreign currency exchange rates, sales decreased 4 percent. Excluding a 2 percentage point negative impact from the closure of Beauticontrol in 2017 and the combination of the businesses in Japan, sales were down 2 percent in local currency. The factors impacting the year-to-date sales comparisons were largely the same as those impacting the third quarter, except in Germany, which had a significant decline in sales year-to-date. The net income comparisons were similar to those impacting the third quarter comparisons, along with the benefit in 2018 of not having the $62.9 million impairment of goodwill related to Fuller Mexico that was recorded in the second quarter of 2017, as well as higher income taxes on increased pretax income versus 2017.
Net cash flow from operating activities for the periods ending September 29, 2018 and September 30, 2017 were inflows of $13.6 million and $82.0 million, respectively. The unfavorable comparison was primarily due to higher cash outflows related to accounts payable and accrued liabilities, most significantly related to amounts due at the beginning versus end of the periods for non-income taxes and amounts due for recurring purchases in light of a lower level of business in certain units. Lower profit by the segments and higher amounts paid in connection with the Company's re-engineering program announced in 2017, most significantly in connection with the French supply chain facility also negatively impacted the year-over-year comparison.

Net Sales
Reported sales decreased 10 percent in the third quarter. Excluding the impact of changes in foreign currency exchange rates, sales decreased 2 percent. Excluding a 3 percentage point negative impact from the closure of Beauticontrol in 2017 and the combination of the businesses in Japan, sales were even in local currency. The average impact of higher prices was 2one percent.
The Company's emerging market units accounted for 72 percent and 71 percent of salesnet decrease in the third quarters of 2018 and 2017, respectively. In 2018, reported sales in these units decreased $33.6 million, or 9 percent, which included a negative $39.0 million impact from foreign currency exchange rates. Excluding the impact of changes in foreign currency exchange rates, sales increased 2 percent. The most significant local currency sales increase waswere mainly driven by decreases in:
Brazil, China and Mexico in Chinalight of unfavorable macro-economic trends
Europe, due to thea net additiondecrease of experience studios. Other units with meaningful increases were Tupperware Mexico due to higher prices and Tupperware South Africa from more active sellers in connection with higherbusiness-to-business sales force additions. The sales growth in these units was partially offset by
Indonesia from a smaller, less active sales force
the United States and Canada, due to a lower additions. The average impact of higher pricesmanager count resulting in the emerging market units was 2 percent.
Reported sales in the established market units decreased 13 percent. Excluding a negative $2.7 million impact of changes in foreign currency exchange rates, sales decreased 11 percent, which included a negative 9 percent impact from the Beauticontrol closure and the combination of the businesses in Japan. The local currency sales decrease was mainly due to lower productivity in Tupperware Australia and New Zealand and lower core business sales in Germany, as well as in France and Italy, due to less active sellers from lowerand less productive sales force additions. These decreases were
partially offset by the benefit of significant business-to-business salesan increase in Germany. While the Company actively pursues business-to-business opportunities, sales from this channel are based on reaching agreements with business partners 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. The impact of changes inArgentina, due to pricing in the established market units was 1 percent.
On a year-to-date basis, emerging markets accounted for 71 percent and 69 percent of total Company sales in 2018 and 2017, respectively. Total sales on a reported basis in the emerging markets decreased $42.0$183.1 million, or 412 percent, including a negative $54.4 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 $61.4 million, or 12 percent, for the year-to-date period of 2018, compared with the same period of 2017, which included a positive $18.7$84.4 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 15 percent, which included a negative 6 percent impact from the Beauticontrol closure and the combination of the businesses in Japan.seven percent. The sources of the year-to-date fluctuations largely followed those of the third quarter comparison except for a net benefit of one percentage point ("pp") in Germany, which had a significant declinebusiness-to-business sales in sales year-to-date.
Compared with historical accounting under the previous guidance, the Company estimates revenue would have been $2 million higher and $4 million lower in the third quarter and the year-to-date period of 2018, respectively.Europe compared to prior year.
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).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 66.2 percent and 66.1 percent in the third quarters of 20182019 and 2017, respectively. The increase of 0.1 percentage point ("pp") primarily reflected lower obsolescence expense (0.7 pp), a benefit from the Beauticontrol closure (0.3 pp), less of an impact from inventory in Argentina and 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), a favorable mix impact from relatively higher sales in certain units with higher than average gross margins (0.1 pp) and a positive translation impact of changes in foreign currency exchange rates (0.1 pp). This was partially offset by the impact of higher resin costs (0.5 pp), an unfavorable mix of products sold and increased sales incentives, mainly in Brazil (0.4 pp), and higher manufacturing costs, net of re-engineering program benefits (0.4 pp).
2018. For the year-to-date periods, gross margin as a percentage of sales was 67.066.9 percent in 2018,2019, compared with 67.467.0 percent for the same period of 2017.2018. The factors leading to the 0.40.1 pp decrease primarily reflected an unfavorable mix of products sold and increased sales incentives, mainly in Brazil and Europe (0.6 pp), higher manufacturing costs, mainly in Europe and South America (0.4 pp) and higher resin costs (0.4 pp). This was partially offset by lower obsolescence expense (0.4 pp), favorable mix impact from relatively higher sales in certain units with higher than average gross margins (0.3 pp), a positive translationthe impact of changesthe shift from premium priced products to mid-priced products due to consumer spending trends in foreign currency exchange rates (0.2 pp) and less of an impact from inventory in Argentina and 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 (0.1 pp).China.
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 52.157.8 percent in the third quarter of 2018,2019, compared with 52.552.1 percent in 2017.2018. The 5.7 pp increase in comparison reflected lower administrativereflected:
the impact from higher selling expenses mainly from higher bad debt expense, primarily in Brazil and Corporate, primarilyFuller Mexico, and higher commissions in Brazil (3.8 pp)
an increase from administration and other expenses mainly due to timing of lower expense for management incentives, (1.4 pp),which represented a favorable mix impact from relatively higher salesbenefit in certain units withthe third quarter of 2018, and lower than average DS&A (0.8 pp) and more efficient promotional spending, primarily in Brazil and Germany, due to the contribution from business-to-business sales (0.8 pp). This was partially offset by a negative impact from the translation effectabsorption of changes in foreign currency exchange rates (1.1 pp), higher distributionfixed costs mainly in Brazil, Europe and Tupperware United States and Canada (0.7related to IT expenses (2.2 pp), increased commissions, primarily in Japan and the Philippines (0.4 pp) and higher bad debt expense, including distributor financing costs, mainly in France (0.4 pp).
For the year-to-date periods, DS&A as a percentage of sales decreasedincreased 2.4 pp to 54.5 percent, from 52.1 percent from 52.8 percent in 2017,2018, primarily reflecting lower administrative expenses, mainly in Brazil and Corporate, primarily due to lower expense for management incentives (0.9 pp), a favorable mix impact from relatively higher sales in certain units with lower than average DS&A (0.7 pp) and more efficient promotional spending primarily in Brazil and Fuller Mexico (0.7 pp) and a favorable impact of the 2017 closure of Beauticontrol, which had higher than average DS&A as a percentage of sales (0.3 pp). This was partially offset by higher distributionincreased selling costs, mainly in Brazil, Europefrom increased commission expense, and Tupperware United States and Canada (0.7 pp),Fuller Mexico, due to increased commissions primarily in Japan and Europe (0.4 pp), a negative impact from the translation effect of changes in foreign currency exchange rates (0.3 pp) and higher bad debt expense, mainly in France (0.5costs (1.3 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 $3.0$7.5 million and $9.0$3.0 million in re-engineering charges during the third quarters of 2019 and 2018, respectively, and $15.9 million and $12.7 million for the respective year-to-date periods. These re-engineering costs were mainly related to the July 2017 respectively.revitalization program and transformation program announced in January 2019.
InThe Company incurred $1.1 million and $3.0 million of charges in the third quarters of 2019 and 2018, respectively, and $3.3 million and $12.7 million of charges under the 2017 program for the re-engineering2019 and impairment charges incurred were2018 year-to-date periods, respectively, primarily related to severance costs and restructuring actions takenincurred for headcount reductions in several of the Company’s operations in connection with the Company's plans, through 2019, to rationalizechanges in its supply chainmanagement 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. In the year-to-date periods of 2018 and 2017,organizational structures. Under this program, the Company recorded $1.0has incurred $83.0 million and $3.2 million, respectively, in cost of sales for inventory obsolescence in connection with its re-engineering program.
Under the Company's re-engineering program announced in July 2017, it expects to incur a total of $90 to $100 million in pretax costs of which $78 million has been recorded starting in the second quarter of 2017 through the third quarter of 2018.2019. The Company expects to incur an additional $3$4.7 million of pretax re-engineering costs starting in the remainder of 2018. The Company's estimates reflect that about 65 percent 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 $44 million paid through the thirdfourth quarter of 2018, and an additional $11 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 2018.2019 through 2020. The annualized benefit of these actions, once fully implemented, is estimated to be $35 million with a small amount$32 million already realized in 2017 about two-thirdsand 2018 combined. After reinvestment of a portion of the annualized benefit to be realized in 2018, mainly in the second half, and the remainder in 2019 or 2020. While the expected savings are being realized, other factors are more than offsetting these amounts in the second half of 2018. The benefits, realized in 2018 will beimproved profitability is reflected most significantly through lower cost of products sold, than would otherwise be achieved, as well asbut also through lower DS&A.&A; however, overall profitability has not risen in light of lower sales and higher costs.
The 2019 program was launched with the focus to drive innovation, sales force engagement and consumer experiences through a contemporized and streamlined service model. This program runs through 2022 and is expected to incur approximately $100 million in pretax cost, with 90 percent paid in cash. The Company incurred $4.6 million and $10.0 million in the third quarter and year-to-date periods of 2019, respectively, in Europe and Asia Pacific, primarily related to outside consulting services, project team expenses, and distributor support. Savings from the 2019 program will occur as the program is implemented over the three-year period, and once fully executed, is expected to enable annual local currency sales growth and to generate about $50 million in annualized savings.
Goodwill and Indefinite-lived Intangible Assets
The Company's goodwill and intangible assets relate primarily to the December 2005 acquisition of the direct-to-consumer businesses of Sara Lee Corporation. In the third quarters of 20182019 and 2017,2018, the Company completed the annual assessments for all of its reporting units and indefinite-lived intangible assets, concluding there$19.7 million of impairment existed as of the third quarter 2019, mainly for the impairment of the Fuller Mexico goodwill of $17.5 million. The Nutrimetics tradename was also impaired by $2.2 million due to declining sales trends, leaving a $3.5 million carrying value as of September 28, 2019. There were no impairments.impairments in 2018.
In the second quarter of 2017, as part of its on-going assessment of goodwill and intangible assets, the Company noted that the sales, profitability and cash flow of Fuller Mexico had fallen below their recent trend lines and were expected to fall significantly short of previous expectations for the year. As a result, the Company performed an interim impairment test over the Fuller Mexico reporting unit as of the end of May 2017 recordingand recorded an impairment charge to reduce the carrying value of $62.9 million. Thethe reporting unit to the fair value from the evaluation. With the estimated fair value of the reporting unit equaling its carrying value, the Fuller Mexico reporting unit had a high risk of future impairment to the remaining goodwill in Fuller Mexico is $17.8 million.
balance. The estimated fair value from the 2017 assessment was dependent upon the Company's ability to overcome a trend of negative sales, profit and cash flow that began in 2011, in order to see positive revenue growth starting in 2019 with continued four percent growth in years thereafter. In the second half of 2017 and in 2018, the reporting unit was successful in meeting projections from the 2017 assessment due to improved sales with better margins and lower promotional spending. This resulted in a reduction to negative revenue trends from the projected 10.0 percent to 8.7 percent in 2017 and 7.1 percent to 0.8 percent in 2018. During the first and second quarters of 2019, the reporting unit began to see declines in sales and profit due to difficult economic and geopolitical trends, but was still projected to meet expectations from the May 2017 assessment. In the third quarter of 2019, the impact from those unfavorable economic and geopolitical trends accelerated, leading to lower sales, an increase in bad debt expense and increased inventory obsolescence which caused the reporting unit’s profitability and cash flows to fall short of previous expectations for the current year. Given the on-going economic environment and social policies enacted by the current Mexican government, the Company expects these trends to continue into future periods.

The impairment evaluation of the Fuller Mexico equaled its carryingreporting unit included a fair value asanalysis, for which the significant assumptions included annual revenue growth rates ranging from negative eight percent to positive four percent, with revenue stabilization starting in 2022 and positive revenue growth starting in 2023, a compound average growth rate of May 20170.2 percent, and a 2.5 percent growth rate used in lightcalculating the terminal value. The discount rate used for Fuller Mexico was 14.9 percent, which was approximately one percentage point lower than at the time of the impairment charge recorded atassessment performed in the second quarter of 2017 based on changes to interest rates and other macro-economic factors in Mexico since that time. Having the carrying value equalBased on the fair value representscalculation performed as of the third quarter 2019, the remaining balance of goodwill for Fuller Mexico was written off due to the calculated fair value being less than carrying value for the reporting unit by more than the recorded goodwill.
The fair value of all of the Company's remaining reporting units and tradename intangibles exceeds their respective carrying values based on the current estimates and assumptions regarding sales performance and profitability. Given the sensitivity of valuations to changes in cash flow or market multiples, the Company may be required to recognize an elevated future riskimpairment of future impairment. Since May 2017, Fuller Mexico's local currency sales and cash flows have exceeded those projectedgoodwill or intangible assets in the May 2017 step 1future due to changes in market conditions or other factors related to the Company’s performance. Actual results below forecasted results or a decrease in the forecasted future results of the Company’s business plans or changes in interest rates could also result in an impairment charge, as could changes in market characteristics including additional declines in valuation which has significantly reducedmultiples of comparable publicly-traded companies. Further impairment charges would have an adverse impact on the riskCompany’s net income.
Gains on Disposal of impairment at Fuller Mexico.Assets


In 2019, the Company received proceeds from the sale of long-term assets of $20.4 million with a net gain of $11.1 million, primarily reflecting third quarter transactions associated with land near the Company's Orlando, Florida headquarters and the sale of the French marketing office. In 2018, the Company recorded $16.1 million of net gains from $36.5 million of proceeds received related to the sale of long-term assets primarily during the first half of the year. The Company sold the Beauticontrol headquarters in Texas in the first quarter of 2018 and the distribution facility in Japan and land near the Company's Orlando, Florida headquarters during the second quarter of the year.
Net Interest Expense
Net interest expense was $10.7$9.8 million in the third quarter of 2018,2019, a decrease of $0.9 million compared to the same asthird quarter of 2018. In the year-to-date periods, net interest expense was $29.8 million in 2017. There was a2019, compared with $32.3 million in 2018. The decrease in interest expense related to the $1.2 million and $3.9 million reclassification from the accounting policy change for forward points from the Company's hedging activities that wasfor the third quarter and year-to-date periods, respectively, partially offset by the impact of higher averageinterest on borrowings in the year-over-yearthird quarter and year-to-date comparisons.
Tax Rate
The effective tax rates for the third quarter and year-to-date periods of 20182019 were 44.2 percent and 33.9 percent, respectively, compared with 31.6 percent and 32.1 percent compared with 44.3 percent and 43.4 percent for the comparable 20172018 periods. The tax rate for the second quarter of 20182019 was 28.136.2 percent. The increase in the rate from the second quarter to the third quarter of 2018,2019, was the result of a change in the mix of income and an increase in the estimated valuation allowance needed for certain deferred2018 tax assets that were partially offset by actions taken by the Company resulting in a reduction of the estimated full-yearreturn to provision for the Global Intangible Low-Taxed income (GILTI) tax.
The Company continuestrue-up related 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 incomeimpairment charges primarily 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.Fuller Mexico's goodwill.
As discussed in Note 1415 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 $7.7decreased $31.3 million in the third quarter of 20182019 compared with 2017,2018, which included a $7.0$1.7 million negative impact on the comparison from changes in foreign currency exchange rates. The increasenet decrease primarily reflectedreflected:
lower segment profit in Asia Pacific, primarily in China
reduced segment profit for North America, primarily at Fuller Mexico and in the $6.0 million lower pre-tax re-engineering costsUnited States and Canada

decreased segment profit in connection withSouth America, primarily from Brazil
a decrease due to impairment charges related to indefinite-lived intangible assets, mainly related to Fuller Mexico
These decreases were partially offset by higher gains on the disposal of assets related to the sale of the French marketing office building and land sales near the Company's restructuring plan announced in July 2017, lower corporate costs and lower income tax expense versus 2017.Orlando, Florida headquarters.
For the year-to-date period, net income increased $77.5decreased $54.5 million, compared with 2017,2018, including a negative $6.3$11.1 million translation impact from changes in foreign currency exchange rates. The factors impacting the comparison were largely the same as for the quarter includingthough there was a much bigger decreasehigher impact from the reclassification due to the change in pretax re-engineering costs, along withhedge accounting and a lower gain on disposal of assets on the absence of a $62.9 million impairment of goodwill related to Fuller Mexico that was recorded in the second quarter of 2017, and higher income taxes on increased pretax income versus 2017.year-to-date comparison.
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 9293.0 percent and 9192.7 percent of sales in the third quarter and year-to-date periods of 2019, respectively, and 92.3 percent and 92.1 percent of sales in the third quarter and year-to-date periods of 2018, and 2017, respectively. These units generated 9899.5 percent and 10098.1 percent of net segment profit in the third quarter of 2018 and 2017, respectively, and 97 percent and 98 percent in the year-to-date periods of 20182019, respectively, and 2017,98.1 percent and 97.0 percent of net segment profit in the third quarter and year-to-date periods of 2018, respectively.
The sale of beauty products generated 1414.5 percent and 13.8 percent of sales in the third quarter and year-to-date periods of 2018,2019, respectively, and 16 percent and 1513.7 percent in the third quarter and year-to-date periodperiods of 2017, respectively.2018.

Segment Results
Europe
(In millions)13 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact  Percent of total
Sep 29,
2018
 Sep 30,
2017
 2018 2017
Net sales$112.3
 $110.8
 1% 6% $(4.5) 23 21
Segment profit (loss)1.0
 (2.4) +
 +
 0.4
 1 (3)
              
Segment profit (loss) as percent of sales0.9% (2.2)% 3.1
ppna
 na
 na na
(In millions)13 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact  Percent of total
Sep 28,
2019
 Sep 29,
2018
 2019 2018
Net sales$98.9
 $112.3
 (12)% (7)% $(5.8) 24
 23
Segment profit(0.9) 1.0
 +
 +
 (0.1) (2) 1
Segment profit as percent of sales(0.9)% 0.9% (1.8)ppna
 na
 na
 na


(In millions)39 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact  Percent of total39 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact  Percent of total
Sep 29,
2018
 Sep 30,
2017
 2018 2017Sep 28,
2019
 Sep 29,
2018
 2019 2018
Net sales$388.9
 $395.7
 (2)% (6)% $17.6
 25 24$359.0
 $388.9
 (8)% % $(30.4) 26 25
Segment profit28.5
 29.4
 (3) (13) 3.4
 11 1029.6
 28.5
 4
 17
 (3.2) 15 11
          
Segment profit as percent of sales7.3% 7.4% (0.1)ppna
 na
 na na8.2% 7.3% 0.9
ppna
 na
 na na
_________________________
+Change from loss to profitgreater than ±100%
nanot applicable
pppercentage points
Reported sales increased 1decreased 12 percent compared with the third quarter of 2017.2018. Excluding the impact of changes in foreign currency exchange rates, sales increased 6decreased seven percent compared with the third quarter of 2017, reflecting higher sales in the segment's emerging market units. On average, the2018. There was no material impact of changes infrom pricing was 1 percent in the third quarter of 2018. Due2019.
The net decrease in local currency sales was driven by:
a decrease in Germany and Italy sales, excluding business-to-business, mainly due to the new revenue recognition guidance adopted in 2018, there was a 1 percentage point negative impact in the third quarter of 2018.less active sales force
Emerging markets accounted for $49.7 million and $47.7 million, or 44 percent and 43 percent of the reportedlower net business-to-business sales in the segment in the third quarters of 2018 and 2017, respectively. Excluding the impact of changes in foreign currency exchange rates, the emerging market units' sales increased by13 percent, primarily reflecting more active sellers from higher additions in Tupperware South Africa and Commonwealth of Independent States (CIS), as well as enhanced merchandising in Tupperware South Africa.quarter
The established market units' reported sales decreased 1 percent. Excluding the impact of changes in foreign currency exchange rates, these units were even, reflecting the benefit of relatively large business-to-business sales in Germany, offset by lower core business sales in Germany, as well as in France and Italy, due to less active sales forces in connection with lower sales force additions.
Segment profit increased $3.4decreased $1.9 million in the third quarter of 20182019 versus 2017.2018. Excluding the impact of changes in foreign currency exchange rates, segment profit increased $3.0decreased $1.8 million reflecting higher sales with improved gross margin, profitability oncompared to the increasedthird quarter of 2018, primarily driven by lower business-to-business sales lower promotional spending and reduced operating costs from the Company's re-engineering efforts beginningmainly in 2017.Germany, partially offset by Austria.
On a year-to-date basis, reported sales decreased 2eight percent compared with 2017.2018. Excluding the impact of changes in foreign currency exchange rates, sales in 2018 were down 6 percent comparedconsistent with 2017. The decrease was primarily due to lower volumes in the segment's established markets.

2018. Year-to-date segment profit decreased 3increased four percent on a reported basis, and was down 1317 percent in local currency. The decreaseLocal segment profit variance was primarily due tomainly driven by the lost contribution margin, in light of lower sales in the first half of 2018, most significantly in France and Germany, as well asyear-to-date benefit from higher bad debt expense in France.business-to-business sales.
The euro and South African rand andwere the Turkish liramain currencies that impacted the third quarter year-over-year sales comparison. The euro impacted theand year-to-date sales and profit comparison.comparisons.
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
Sep 29,
2018
 Sep 30,
2017
 2018 2017Sep 28,
2019
 Sep 29,
2018
 2019 2018
Net sales$170.0
 $184.4
 (8)% (4)% $(7.2) 35 34$148.8
 $170.0
 (12)% (11)% $(2.1) 36 35
Segment profit43.7
 49.5
 (12) (9) (1.8) 56 5832.7
 43.7
 (25) (24) (1.0) 71 56
          
Segment profit as percent of sales25.7% 26.8% (1.1)ppna
 na
 na na22.0% 25.7% (3.7)ppna
 na
 na na


(In millions)39 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact  Percent of total39 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact  Percent of total
Sep 29,
2018
 Sep 30,
2017
 2018 2017Sep 28,
2019
 Sep 29,
2018
 2019 2018
Net sales$522.2
 $545.2
 (4)% (5)% $3.6
 33 32$460.4
 $522.2
 (12)% (9)% $(18.0) 33 33
Segment profit127.0
 135.7
 (6) (8) 2.1
 48 4899.9
 127.0
 (21) (18) (5.3) 49 48
          
Segment profit as percent of sales24.3% 24.9% (0.6)ppna
 na
 na na21.7% 24.3% (2.6)ppna
 na
 na na
__________________________

______________________
nanot applicable
pppercentage points
Reported sales decreased 812 percent compared with the third quarter of 2017.2018. Excluding the impact of changes in foreign currency exchange rates, sales decreased 411 percent. On average, the impact of lower prices were evenwas three percent in the third quarter compared with 2017.2018, primarily related to more aggressive promotional pricing.
Emerging markets accountedThe main drivers for $149.2 millionthe decrease in local currency sales were:
China, from a reduction in outlet openings and $157.9 million, or 88 percent and 86 percent of reported salesa shift in the third quarters of 2018 and 2017, respectively. Excluding the negative $5.9 million impactmix to mid-priced products from changes in foreign currency exchange rates, sales in these units decreased 2 percent compared with 2017. The most significant decrease was in premium priced products due to consumer spending trends
Indonesia, from a smaller, less active sellers from lower sales force additions
Malaysia and poor response to the Company's product and promotional programs. India also had lower salesSingapore, due to a less active and less productive smaller sales force from lower additions. This was partially offset by China, primarily related to the net addition of experience studios. China ended the quarter with 6,700 experience studios, which was 14 percent more than at the end of the third quarter of 2017.
The units operating in the established markets decreased 22 percent and 17 percent in reported and local currency sales, respectively, primarily reflecting lower 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.
Segment profit decreased 1225 percent compared with the third quarter of 2017.2018. Excluding the impact of changes in foreign currency exchange rates, segment profit was down 9decreased 24 percent, compared with 2017, primarily reflecting reflecting:
the drop-through onimpact from lower sales along with increased spendingvolume in China, in addition to boostlower margins from more aggressive promotional pricing
lower sales force additionsvolumes and activityhigher investments to drive the new compensation program in Indonesia and Tupperware Australia and New Zealand. The decrease was partially offset by increased profit on higher sales in China.

On a year-to-date basis, reported sales decreased 412 percent compared with the same period of 2017.2018. Excluding the impact of foreign currency exchange rates, sales decreased 5nine percent compared with 2017. Local2018. On average, the impact of lower prices was two percent in year-to-date period compared with 2018, primarily related to more aggressive promotional pricing. Year-to-date local currency sales and segment profit variances largely mirrored those of the quarter.

quarter, with the exception of India, with sales down due a smaller sales force, a decrease in profit from lower sales volume and investment associated to the shift to the studio and digital model in response to changing regulations around direct sellers in the country.
The Chinese renminbi and the Indonesian rupiah had the most meaningful impact on year-over-yearthe third quarter and year-to-date sales and profit comparisons.
North America
(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
Sep 29,
2018
 Sep 30,
2017
 2018 2017Sep 28,
2019
 Sep 29,
2018
 2019 2018
Net sales$123.3
 $139.1
 (11)% (9)% $(4.1) 25 26$103.5
 $123.3
 (16)% (15)% $(2.4) 25 25
Segment profit17.6
 15.7
 12
 18
 (0.7) 23 183.3
 17.6
 (81) (81) (0.4) 7 23
          
Segment profit as percent of sales14.3% 11.3% 3.0
ppna
 na
 na na3.2% 14.3% (11.1)ppna
 na
 na na

(In millions)39 weeks ended Change Change excluding the impact of foreign exchange  
Foreign exchange impact  
 Percent of total39 weeks ended Change Change excluding the impact of foreign exchange  
Foreign exchange impact  
 Percent of total
Sep 29,
2018
 Sep 30,
2017
 2018 2017Sep 28,
2019
 Sep 29,
2018
 2019 2018
Net sales$395.1
 $412.2
 (4)% (4)% $(2.3) 25 25$347.8
 $395.1
 (12)% (11)% $(4.3) 25 25
Segment profit59.3
 52.2
 13
 15
 (0.6) 22 1841.1
 59.3
 (31) (30) (0.7) 20 22
          
Segment profit as percent of sales15.0% 12.7% 2.3
ppna
 na
 na na11.8% 15.0% (3.2)ppna
 na
 na na
_________________________
nanot applicable
pppercentage points
Reported sales in the third quarter of 20182019 decreased 1116 percent compared with the third quarter of 2017.2018. Excluding the impact of changes in foreign currency exchange rates, sales decreased 915 percent. Also excluding a 10 percentage point negative impact from the closure of Beauticontrol in 2017, sales increased 1 percent in local currency. The average impact of higher prices was 4three percent. Due to the new revenue recognition guidance adopted
The decrease in 2018, there was a 1 percentage point negative impact in the third quarter of 2018.
Emerging markets accounted for $72.0 million and $74.1 million, or 58 percent and 53 percent of the reported sales in the segment in the third quarters of 2018 and 2017, respectively. Onon a local currency basis the emerging market units' sales increased 2 percent, primarily reflecting higher prices.was associated to:
The established markets' reported sales decreased 21 percent. Excluding the impact from the closure of Beauticontrol, sales decreased 3 percentFuller Mexico, due to a less active and less productive sales force in mainly from lower consumer spending resulting from unfavorable economic and geopolitical trends
the United States and Canada.Canada, reflecting poor response to changes in the Company's qualification requirements and promotional programs, resulting in fewer sales force managers responsible for recruiting
Reported and local currency segment profit increased 12decreased 81 percent in the third quarter of 2018. Excluding2019, related to:
Fuller Mexico, due to lower sales and an increase in bad debt costs and obsolescence charges
the United States and Canada, from lower sales volume
Reported sales and sales excluding the impact of foreign currency exchange rates, profit increased 18 percent, reflecting the absence of the 2017 loss by Beauticontrol, and higher drop-through from higher sales in Tupperware Mexico.
Year-to-date reported and local currency sales decreased 4 percent. This included an 8 percentage point negative impact from the closure of Beauticontrol in 2017, and a 1 percentage point positive impact from changes in revenue recognition due to the new guidance adopted in 2018. Year-to-date reported and local currency segment profit increased 1312 percent and 1511 percent on a year-to-date basis, respectively. Reported profit and profit excluding the impact of foreign currency on a year-to-date basis decreased 31 percent and 30 percent, respectively. The average impact of higher prices was two percent. Local currency sales variances largely mirrored those of the quarter, except in the United States and Canada, which had an increase in sales year-to-date. Segmentsegment profit variances largely mirrored those of the quarter, along with the absence of the 2017 loss by Beauticontrol.quarter.
The Mexican peso washad the main foreign currency that impactedmost meaningful impact on the year-over-yearthird quarter and year-to-date sales and profit comparisons.

South America
(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
Sep 29,
2018
 Sep 30,
2017
 2018 2017Sep 28,
2019
 Sep 29,
2018
 2019 2018
Net sales$80.2
 $105.2
 (24)% 1 % $(25.8) 17 19$66.9
 $80.2
 (17)% (11)% $(5.0) 15 17
Segment profit15.6
 23.6
 (34) (11) (6.2) 20 2711.3
 15.6
 (27) (24) (0.6) 24 20
          
Segment profit as percent of sales19.5% 22.4% (2.9)ppna
 na
 na na16.9% 19.5% (2.6)ppna
 na
 na na

(In millions)39 weeks ended Change Change excluding the impact of foreign exchange  Foreign exchange impact  Percent of total39 weeks ended Change Change excluding the impact of foreign exchange  Foreign exchange impact  Percent of total
Sep 29,
2018
 Sep 30,
2017
 2018 2017Sep 28,
2019
 Sep 29,
2018
 2019 2018
Net sales$257.6
 $314.1
 (18)% (1)% $(54.5) 17 19$213.5
 $257.6
 (17)% (5)% $(31.7) 16 17
Segment profit50.7
 69.7
 (27) (12) (12.4) 19 2433.3
 50.7
 (34) (27) (5.0) 16 19
          
Segment profit as percent of sales19.7% 22.2% (2.5)ppna
 na
 na na15.6% 19.7% (4.1)ppna
 na
 na na
_________________________
nanot applicable
pppercentage points
Reported sales for the segment decreased 2417 percent in the third quarter of 2018.2019. Excluding the impact of changes in foreign currency exchange rates, sales increased 1decreased 11 percent, mainly from higher prices due to inflation, partially offset by lower sales force activity and productivityrecruiting in Brazil reflecting knock-on effects from political anda challenging macro-economic instability that included a 10-day road blockade by truck drivers in May 2018.environment. The average impact of higher prices was 2seven percent, mainly due to inflation in Argentina, partially offset by a higher level of promotional pricing in Brazil. Due to the new revenue recognition guidance adopted in 2018, there was a 2 percentage point positive impact in the third quarter of 2018. All of the businesses in this segment operate in emerging market economies.Argentina.
Reported segment profit decreased $8.0$4.3 million or 3427 percent in the third quarter of 2018.2019. Excluding the impact of changes in foreign currency exchange rates, segment profit decreased 1124 percent, reflecting the impact on product costfrom lower sales and higher distribution expenses and bad debt costs in Brazil of lower production volume and of addressing product availability connected with a customs strike there and elevated costs from inflation in Argentina. This was partially offset by $1.1 million less of an impact from inventory in Argentina and 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.Brazil.
The year-to-date sales and profit comparisons largely mirrored the quarter.
The Argentine peso and the Brazilian real and the Venezuelan bolivar had the most significant impacts on the quarter and year-over-year sales and profit comparisons.
Inflation in Argentina has been at relatively high levels over 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. This blended index is expected to reach cumulative three-year inflation in excess of 100 percent in 2018. The Company transitioned to highly inflationary status for Argentina as of July 1, 2018. 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 September 29, 2018, the Company had approximately $0.1 million of net monetary liabilities 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.

Financial Condition
Liquidity and Capital Resources: The Company's net working capital position decreasedincreased by $125.2$22.3 million compared with the end of 2017.2018. Excluding the impact of changes in foreign currency exchange rates, net working capital decreased $106.7increased $24.7 million, primarily reflecting reflecting:
a $213.2 million increase in short-term borrowings, net of cash and cash equivalents partially offset by a $36.1$76.7 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, programs
a $37.8$9.3 million increase in inventory mainly related to expectations for future sales and lower than expected sell through, a $22.6 million increase in accounts receivable due to the levelsales trends and timing of sales around the end of each period, as well as increased past dues, and a $1.8shipments
an $8.4 million increase in prepaid expenses driven by timing of payments
partially offset by a $66.0 million increase in short-term borrowings, net of cash and cash equivalents and $5.0 million increase in payables related to the net amounts on the balance sheet for hedging activities.activities
TheOn March 29, 2019, the Company continues to carry debt in connection with the $600 million senior notes due in 2021.
amended and restated its multicurrency Credit Agreement. As of September 29, 2018,28, 2019, the Company had total borrowings of $330.7$323.7 million outstanding under its Credit Agreement, including $250.6 million denominated in euro.
Loans taken under the Credit Agreement, bear interest under a formulawith $173.7 million of that includes, at the Company's option, one of three different base rates, plus an applicable spread. The Company normally chooses LIBOR as its base rate. Although the Company’s euro LIBOR base rate was below zero throughout the first nine months of 2018, the base rate cannot be below zero under the Credit Agreement.amount denominated in euros. As of September 29, 2018,28, 2019, the Credit Agreement dictated a base rate spread of 150 basis points, which gave the Company a weighted average interest rate of 2.5 percent on LIBOR-based borrowings of 2.0 percent.
The Company routinely increases its revolver borrowings under the Credit Agreement during each quarter to fund operating, investing and financing activities, and uses cash available at the end of each quarter to reduce borrowing levels. As a result, the Company incurs more 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.
The Credit Agreement contains customary covenants, including financial covenants requiring a minimum level of interest coverage and allowing a maximum amount of leverage.Agreement. As of September 29, 2018,28, 2019, and currently, the Company had considerable cushion under itswas in compliance with the 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, share repurchases or the occurrence of other events discussed under “Forward Looking Statements” in this Part I, Item 3 andcovenants in the Company’s other reports filed with the SEC could impact the Company’s ability to comply with these covenants.Credit Agreement.

At September 29, 2018,28, 2019, the Company had $350.6$406.1 million of unused lines of credit, including $268.0$324.9 million under the committed, secured Credit Agreement, and $82.6$81.2 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 1011 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 and current and anticipated restructuring actions, as well as its current dividend.actions. This liquidity includes to the extent that it is accessible, its cash and cash equivalents, which totaled $117.6$122.1 million as of September 29, 2018,28, 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 $117.6$122.1 million as of September 29, 2018.28, 2019. Of this amount, $113.3$119.9 million was held by foreign subsidiaries. Of the cash held outside of the United States, approximately 12nine 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 include:
Brazilian real
Chinese renminbi euro,
Indonesian rupiah and the
Malaysian ringgit
Mexican peso. peso
South African rand
Business units in which the Company generated at least $100 million of sales in 2017 included 2018 included:
Brazil
China
Fuller Mexico
Germany
Indonesia
Tupperware Mexico and Tupperware
the United States and Canada. 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 September 29, 201828, 2019 and September 30, 201729, 2018 were inflows of $13.6$19.5 million and $82.0$13.6 million, respectively. The unfavorablenet favorable comparison was primarily due to higherto:
a favorable impact from lower cash outflows related to accounts payable and accrued liabilities, most significantlyinventory
a favorable impact related to amounts due ata reduction in accounts receivable, primarily from lower sales for the beginning versus end of the periods for non-income taxes and amounts due for recurring purchases in light of a lower level of business in certain units. Lower profit by the segments and higher amounts paid in connection with the Company's re-engineering program announced in 2017, most significantly in connection with the French supply chain facility also negatively impacted the year-over-year comparison.period
Investing Activities: During the year-to-date periodsperiod ended September 28, 2019, the Company had $44.0 million of capital expenditures invested in:

$16.9 million related to global information technology projects
$14.0 million related to molds
$13.1 million of expenditures primarily related to the combination of land development near the Company's Orlando, Florida headquarters, buildings and improvements, and other machinery and equipment
In year-to-date period ended September 29, 2018, and September 30, 2017, the Company had $55.2 million and $52.6 million, respectively, of capital expenditures. In both 2018 and 2017, the most significant capital expenditures wereconsisting of:
$20.6 million related to molds. In 2018 and 2017, capital expenditures included $11.3molds
$13.2 million and $13.7on various global information technology projects
$7.8 million respectively,related to the land development near the Company's Orlando, Florida headquarters
$6.0 million related to supply chain capabilities, excluding molds
$7.6 million related to various expenditures consisting primarily of marketing office expenses, vehicles, and $13.2 million and $7.3 million, respectively, on various global information technology projects and $7.8 million and $5.2 million, respectively, for land development near its Orlando headquarters. Thereother miscellaneous items
Partially offsetting capital spending were proceeds from the sale of long-term assets of $20.4 million and $36.5 million in 2019 and $11.7 million2018, respectively, primarily reflecting transactions associated with land near the Company's Orlando, Florida headquarters in 2018both years as well as the transaction associated with the sale of the French marketing office in 2019 and 2017, respectively.transactions associated with the sale of the distribution facility in Japan and Beauticontrol headquarters in Texas during 2018.
Financing Activities: Dividends paid to shareholders were $104.1$60.5 million and $103.9$104.1 million in the first nine months of 2019 and 2018, and 2017, respectively. Proceeds received fromrespectively, as the exerciseCompany reduced its dividend beginning with the dividend declared in the first quarter of stock options were $0.32019. The Company also increased revolver borrowings by $46.7 million and $9.9$200.7 million in the first nine months of 20182019 and 2017, respectively. The Company also increased revolver borrowings under its Credit Agreement by $200.7 million and $76.1 million in the first nine months of 2018, and 2017, respectively, for the funding of operating, investing and financing activities. Common stock repurchases decreased by $100.5 million in 2019 compared to the first nine months of 2018.
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 repurchasedthere were no share repurchases in 2019. During 2018, there were 1.4 million shares repurchased for $50.2 million in the third quarter of 2018. There were no share repurchases under this programand 2.5 million shares repurchased for $100.2 million in 2017.the first nine months. Since 2007, the Company has spent $1.39 billion to repurchase 23.8 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 1.75 times (as defined in the Company's Credit Agreement).
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 nine months of 2019 and 2018, 25,947 and 2017, 22,494 and 9,256 shares were retained to fund withholding taxes, totaling $1.1$0.8 million and $0.6$1.1 million, respectively.
New Pronouncements
Refer to Note 1920 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 nine months of 2018, the base rate cannot be below zero under the Credit Agreement. As of September 29, 2018,28, 2019, the Credit Agreement dictated a base rate spread of 150 basis points, which gave the Company a weighted average interest rate of 2.5 percent on its U.S. dollar and euro denominated LIBOR based borrowings under the Credit Agreement of 2.0 percent.LIBOR-based borrowings.
As of September 29, 2018,28, 2019, the Company had total borrowings of $330.7$323.7 million outstanding under itsthe Credit Agreement, with $250.6$173.7 million denominated in euro. If short-term interest rates varied by 10ten 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. Additionally, any change from the use of LIBOR to an alternative acceptable rate under the Credit Agreement is not expected to have a material impact on the Company's annual interest expense.
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 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 September 29, 201828, 2019 and September 30, 2017,29, 2018, the cash flow impact of these currency hedges were inflowswas an outflow of $3.5$1.5 million and $5.8an inflow of $3.5 million, respectively.

The U.S. dollar equivalent of the Company's most significant net open forward contracts as of September 29, 201828, 2019 were to buy $57.1$112.3 million of U.S. dollars, and $29.1$15.0 million of euros and to sell $29.5$53.4 million of Swiss francs and $33.2 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 September 29, 2018,28, 2019, the Company was in a net receivablepayable position of approximately $4.9$0.8 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 1112 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 $130$106 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 resin 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 resin 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 10ten percent fluctuation in the cost of resin would impact the Company's annual cost of sales by approximately $13$11 million compared with the prior year. In the third quarter of 2018, there was a $2 million negative impact on its gross margin, on a local currency basis, 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 will be an estimated $9 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 priceThe amount the 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, the Company is considering using 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 elsewhere, and could be interpreted in ways that could harm the Company’s business. These laws and regulations involve data protection and personal information, rights of publicity, content, intellectual property, advertising, marketing, data security, and data retention and deletion. Data protection, privacy, content, and other laws and regulations can be more restrictive in certain jurisdictions than in others. 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 jurisdiction to jurisdiction, and conflict with the Company’s then 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;

model;
disruptions caused by restructuring and transformation activities, including facility closure, and the combination and exit of business units, impacting business models, the supply chain, as well as not fully realizing expected savings or benefits related to increasing sales and/or profit improvements 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, Korea, Malaysia, Mexico and South Africa;
the ability to obtain all government approvals on, and to control the cost of infrastructure obligations associated with, property, plant and equipment;
the ability to timely and effectively implement, transition, maintain and protect necessary information technology systems and infrastructure;

infrastructure while complying with data privacy regulations;
cyberattacks and ransomware demands that could cause the Company to not be able to operate its systems and/or access or control its data, including private data;
the ability to attract and retain certain executive officers and key management personnel and the success of transitions or changes in leadership or key management personnel;
the success of land buyers in attracting tenants for commercial and residential development and obtaining financing;
the Company's access to, and the costs of, financing and the potential for banks with which the Company maintains lines of credit to be unable to fulfill their commitments; the costs and covenant restrictions associated with the Company's credit arrangements;arrangements, including the Company's ability to comply with such covenants, and senior notes due in mid-2021;
integration of non-traditional product lines into Company operations;
the effect of legal, regulatory and tax proceedings, as well as restrictions imposed on the Company's operations or Company representatives by foreign governments, including changes in interpretation of employment status of the sales force by government authorities, exposure to tax responsibilities imposed on the sales force and their potential impact on the sales force's value chain and resulting disruption to the business and actions taken by governments to set or restrict the freedom of the Company to set its own prices or its suggested retail prices for product sales by its sales force to end consumers and actions taken by governments to restrict the ability to convert local currency to other currencies in order to satisfy obligations outside the country generally, and in particular in Argentina and Egypt;

the effect of competitive forces in the markets in which the Company operates, particularly related to sales of beauty, personal care and nutritional products, where there are a greater number of competitors;
the impact of counterfeit and knocked-off products and programs in the markets in which the Company operates and the effect this can have on the confidence of, and competition for, the Company's sales force members;
the impact of changes, changes in interpretation of or challenges to positions taken by the Company with respect to U.S. federal, state and foreign tax or other laws, including with respect to the Tax Act in the United States and non-income taxes issues in Brazil, and India;
other risks discussed in Part I, Item 1A, Risk Factors, of the Company's 2017 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 ReportIndia, Indonesia and the Company's other filings with the United States Securities and Exchange Commission.Philippines;
other risks discussed in Part I, Item 1A, Risk Factors, of the Company's 2018 Annual Report on Form 10-K, as well as the Company's Consolidated Financial Statements, Notes to Consolidated Financial Statements, other financial information appearing elsewhere in this Report and the Company's other filings with the SEC.
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 itreleases. In the event the Company 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.guidance, forward-looking information will be updated, time permitting.
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. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company will be detected.
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 third 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(the "Exchange Act").

PART II
OTHER INFORMATION
Item 2.1A.Unregistered Sales of Equity Securities and Use of ProceedsRisk Factors.
Reference is made to “Part I - Item 1A. Risk Factors” in the 2018 Form 10-K for information concerning risk factors. The Company is adding the following risk factors as set forth below.
 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)
7/1/18 - 8/4/18253,328
 $36.30
 253,328
 $653,953,182
8/5/18 - 9/1/181,189,089
 34.50
 1,189,089
 612,929,683
9/2/18 - 9/29/18
 
 
 612,929,683
 1,442,417
 $
 1,442,417
 $612,929,683
_________________________
(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 $612.9 million remained unspent as of September 29, 2018.

Item 5.Other Information
By-laws

On November 1,The following risk factors should be read in conjunction with the factors set forth in “Part I - Item 1A. Risk Factors” of the 2018 Form 10-K. Before making an investment in the Company’s boardsecurities, investors should carefully consider the risk factors discussed below, together with the other information in this Report, including the section entitled “Forward-Looking Statements,” “Management’s Discussion and Analysis of directors (the “Board”) approvedFinancial Condition and Results of Operations” and the other reports and materials filed by the Company with the SEC. Additional risks and uncertainties not presently known by the Company or that are currently deemed immaterial may also impair the Company’s business operations. If any of these risks actually occur, the Company’s business, financial condition and results of operations could be materially affected.
Operational Risk
Operational risk generally refers to the risk of loss resulting from the Company’s operations, including those operations performed for the Company by third parties. This would include but is not limited to the risk of fraud by employees or persons outside the Company, the execution of unauthorized transactions by employees or others, errors relating to transaction processing, breaches of the internal control system and compliance requirements, and unplanned interruptions in service. This risk of loss also includes the potential legal or regulatory actions that could arise as a result of an amendmentoperational deficiency, or as a result of noncompliance with applicable regulatory standards. The Company must comply with a number of legal and restatementregulatory requirements, including those under the Sarbanes-Oxley Act of 2002, as amended.
The Company operates in many markets and relies on the ability of its employees and systems to properly process a high number of transactions. In the event of a breakdown in internal control systems, improper operation of systems or improper employee actions, the Company could suffer financial loss, face regulatory action and suffer damage to its reputation. In order to address this risk, management maintains a system of internal controls with the objective of providing proper transaction authorization and execution, safeguarding of assets from misuse or theft, and ensuring the reliability of financial and other data.
The Company maintains systems of internal controls that provide management with timely and accurate information about the Company’s operations. These systems have been designed to manage operational risk at appropriate levels given the Company’s financial strength, the environment in which it operates, and considering factors such as competition and regulation. The Company has also established procedures that are designed to ensure that policies relating to conduct, ethics, and business practices are followed on a uniform basis. While there can be no assurance that the Company will not suffer losses in the future due to operational errors that the Company discovers, management continually monitors and works to improve its internal controls, systems, and corporate-wide processes and procedures.
Financial Covenants
The Company must meet certain financial covenants as defined in the applicable agreements to borrow under its credit facilities. In the event the Company fails to comply with any of the covenants or to meet its payment obligations, it could lead to an event of default which, if not cured or waived, could result in the acceleration of other outstanding debt obligations. The Company may not have sufficient working capital or liquidity to satisfy its debt obligations in the event of an acceleration of all or a portion of its outstanding obligations. If the Company’s cash flows and capital resources are insufficient to fund its debt service obligations, it may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance its indebtedness. The Company’s ability to restructure or refinance its debt will depend on the condition of the capital markets and the Company’s financial condition at such time. Any refinancing of the Company’s by-laws (as amendeddebt could be at higher interest rates and restated, the “By-laws”), which became effective as of the date of approval. The amendments contained in the By-laws do the following:

More fully develop the advance notice provisions for stockholder nominations for director and stockholder business proposals, including as they relate to the information required to be disclosed by the stockholder making the proposal, any proposed nominees for director and any persons controlling, or acting in concert with, such stockholder, and the period during which notice of stockholder nominations and stockholder business proposals must be given tomay require the Company to be timely.
Eliminatecomply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict the default rule that the annual meetingCompany from adopting some of stockholders be held on the first Thursday in May.
Provide the Board with the authority to cancel a previously scheduled stockholder meeting.
Eliminate the power of stockholders to adjourn a stockholder meeting.
Allow the chairman of a shareholder meeting to regulate conduct at the meeting. 
Eliminate references to the classification of directors.
Make other revisions to clarify and update certain corporate procedures and conform language and style.these alternatives.

The foregoing summary description of the amendments contained in the By-laws does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the By-laws, which are attached hereto as Exhibit 3.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Principal Accounting Officer

On November 1, 2018, the Board appointed Madeline Otero as Vice President and Controller and designated her as the Company’s principal accounting officer, effective November 5, 2018. Ms. Otero, age 42, has served as the Company’s Vice President, Internal Audit and Enterprise Risk Management since November 2015 and prior to that, as its Vice President and Chief Financial Officer for its Beauticontrol business since January 2011.


Ms. Otero will participate in the Company’s compensation program for executive officers at the Vice President level. The Company did not enter into any material plan, contract or arrangement with Ms. Otero in connection with her appointment other than: (a) a one-time grant of $100,000 in restricted stock units representing the Company’s common stock, with a grant date of November 5, 2018, and which will vest on the third anniversary of the grant date, and (b) a Change in Control Employment Agreement (“Agreement”), under which, in the event Ms. Otero’s employment is terminated in connection with a change in control of the Company, depending on the reason for the termination and when it occurs, she would receive severance benefits at two times salary and bonus multiple, as set forth in Section 5(a) of the Agreement. The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the form of Agreement, which was attached as Exhibit 10.11 to Form 10-K, filed with the Commission on February 27, 2018 and is incorporated herein by reference.

There are no family relationships between Ms. Otero and any of the Company’s directors or executive officers, and the Company has not entered into any transactions with Ms. Otero that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Ms. Otero’s appointment, the Board has appointed Nicholas K. Poucher to the position of Senior Vice President, Business Transformation, effective November 5, 2018. Mr. Poucher has been the Company’s Senior Vice President & Controller since November 2014, after having been its Vice President & Controller since September 2007, when he also became the Company’s principal accounting officer.

Item 6.Exhibits
(a)Exhibits
  
3.210.1
AmendedCredit Agreement dated March 29, 2019 (Attached as Exhibit 10.1 to Form 10-K, filed with the Commission on April 4, 2019 and Restated By-laws of the Registrant as amended Novemberincorporated herein by reference.)
10.2
  
31.1
  
31.2
  
32.1
  
32.2
  
101
The following financial statements from Tupperware Brands Corporation'sthe Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2018, filed on November 2, 2018,28, 2019, formatted in XBRL (eXtensible Business Reporting Language):Inline XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets,Sheets; (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (v)(iv) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags

104Cover Page Interactive Data File (embedded as Inline XBRL and contained in detail.Exhibit 101)
*Filed herewith

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
November 2, 20186, 2019


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