10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 10-Q

________________________________________

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

For the 13 weeks ended September 29, 2018

OR

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

For the Transition period from to

Commission file number 1-11657

________________________________________

TUPPERWARE BRANDS CORPORATION

(Exact name of registrant as specified in its charter)

________________________________________

Delaware	36-4062333
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
14901 South Orange Blossom Trail, Orlando, Florida	32837
(Address of principal executive offices)	(Zip Code)

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

________________________________________

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

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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 filer	x		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o
			Emerging growth company	o

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, 2018, 48,580,895 shares of the common stock, $0.01 par value, of the registrant were outstanding.

TABLE OF CONTENTS
		Page Number
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Income 13 weeks ended September 29, 2018 and September 30, 2017 and 39 weeks ended September 29, 2018 and September 30, 2017	3
	Consolidated Statements of Comprehensive Income 13 weeks ended September 29, 2018 and September 30, 2017 and 39 weeks ended September 29, 2018 and September 30, 2017	4
	Consolidated Balance Sheets September 29, 2018 and December 30, 2017	5
	Condensed Consolidated Statements of Cash Flows 39 weeks ended September 29, 2018 and September 30, 2017	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	44
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 5.	Other Information	45
Item 6.	Exhibits	46
Signatures		47

2

Item 1. Financial Statements (Unaudited)

TUPPERWARE BRANDS CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	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 sales	$	485.8		$	539.5	$	1,563.8		$	1,667.2
Cost of products sold	164.1			182.7		516.6			543.0
Gross margin	321.7			356.8		1,047.2			1,124.2
Delivery, sales and administrative expense	253.0			283.5		815.0			880.4
Re-engineering and impairment charges	3.0			9.0		12.7			43.9
Impairment of goodwill	—			—		—			62.9
Gains on disposal of assets	1.5			4.1		16.1			7.3
Operating income	67.2			68.4		235.6			144.3
Interest income	0.6			0.8		2.0			2.0
Interest expense	11.3			11.5		34.3			34.7
Other (income) expense	(0.6		)	1.3		(0.8		)	3.7
Income before income taxes	57.1			56.4		204.1			107.9
Provision for income taxes	18.0			25.0		65.5			46.8
Net income	$	39.1		$	31.4	$	138.6		$	61.1
Earnings per share:
Basic	$	0.79		$	0.62	$	2.75		$	1.20
Diluted	0.79			0.61		2.74			1.19
Weighted-average shares outstanding:
Basic	49.3			50.9		50.3			50.8
Diluted	49.4			51.3		50.5			51.3
Dividends declared per common share	$	0.68		$	0.68	$	2.04		$	2.04

See accompanying Notes to Consolidated Financial Statements (Unaudited).

3

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, respectively	0.4			(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

See accompanying Notes to Consolidated Financial Statements (Unaudited).

4

TUPPERWARE BRANDS CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except share amounts)	September 29, 2018			December 30, 2017
ASSETS
Cash and cash equivalents	$	117.6		$	144.1
Accounts receivable, less allowances of $44.7 and $38.2, respectively	157.9			144.4
Inventories	279.6			262.2
Non-trade amounts receivable, net	46.0			58.6
Prepaid expenses and other current assets	28.0			21.2
Total current assets	629.1			630.5
Deferred income tax benefits, net	266.6			278.0
Property, plant and equipment, net	274.2			278.2
Long-term receivables, less allowances of $17.8 and $16.5, respectively	18.4			19.3
Trademarks and tradenames, net	55.7			62.5
Goodwill	77.2			78.9
Other assets, net	43.4			40.6
Total assets	$	1,364.6		$	1,388.0
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	87.9		$	124.4
Short-term borrowings and current portion of long-term debt and capital lease obligations	332.3			133.0
Accrued liabilities	362.4			401.4
Total current liabilities	782.6			658.8
Long-term debt and capital lease obligations	603.8			605.1
Other liabilities	212.8			243.5
Shareholders' deficit:
Preferred stock, $0.01 par value, 200,000,000 shares authorized; none issued	—			—
Common stock, $0.01 par value, 600,000,000 shares authorized; 63,607,090 shares issued	0.6			0.6
Paid-in capital	220.9			217.8
Retained earnings	1,079.2			1,043.1
Treasury stock, 15,026,195 and 12,549,392 shares, respectively, at cost	(945.5		)	(851.5		)
Accumulated other comprehensive loss	(589.8		)	(529.4		)
Total shareholders' deficit	(234.6		)	(119.4		)
Total liabilities and shareholders' deficit	$	1,364.6		$	1,388.0

See accompanying Notes to Consolidated Financial Statements (Unaudited).

5

TUPPERWARE BRANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(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 equipment	36.5			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 options	0.3			9.9
Repurchase of common stock	(101.3		)	(0.6		)
Repayment of capital lease obligations	(1.6		)	(1.6		)
Net change in short-term debt	200.7			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 year	147.2			96.0
Cash, cash equivalents and restricted cash at end of period	$	122.6		$	123.4

See accompanying Notes to Consolidated Financial Statements (Unaudited).

6

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 and cash flows prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. Operating results of any interim period presented herein are not necessarily indicative of the results that may be expected for a full fiscal year.

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

Revenue Recognition: On December 31, 2017, the Company adopted new guidance on revenue from contracts with customers using the modified retrospective method. There was no impact on beginning retained earnings from the adoption as of December 31, 2017. Results for reporting periods beginning December 31, 2017 are presented under the new guidance, while prior period amounts continue to be reported in accordance with previous guidance without revision.

Under the new guidance, the contract is defined as the order received from the Company's customer who, in most cases, is one of the Company's independent distributors or a member of its independent sales force. Revenue is recognized when control of the product passes to the customer, which is upon shipment, and is recognized at the amount that reflects the consideration the Company expects to receive for the products sold, including various forms of discounts.  Generally, payment is either received in advance or in a relatively short period of time following shipment. When revenue is recorded, estimates of returns are made and recorded as a reduction of revenue. Contracts with customers are evaluated to determine if there are separate performance obligations 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 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 impact to 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. Refer to disaggregation information included in Note 9 to the Consolidated Financial Statements.

7

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(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 millionof 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 (“DS&A”). Distribution costs are comprised of outbound freight and associated labor costs. Fees billed to customers associated with the distribution of products are classified as revenue. The distribution costs included in DS&A expense were $32.5 million and $35.0 million for the third quarters of 2018 and 2017, respectively, and $103.8 million and $105.5 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 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 million and $86.4 million for the third quarters of 2018 and 2017, respectively, and $244.1 million and $274.0 million for the respective year-to-date periods.

Note 4: Inventories

(In millions)	September 29, 2018		December 30, 2017
Finished goods	$	221.8	$	203.5
Work in process	25.9		26.0
Raw materials and supplies	31.9		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.

8

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(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 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 outstanding	49.3		50.9		50.3		50.8
Common equivalent shares:
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance share units	0.1		0.4		0.2		0.5
Weighted average common and common equivalent shares outstanding	49.4		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-dilutive	3.3		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 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 31, 2016	$	(544.3	)	$	4.9		$	(32.1	)	$	(571.5	)
Other comprehensive income (loss) before reclassifications	55.1			(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 gains of $4.2 million and $1.0 million for the year-to-date periods ended September 29, 2018 and September 30, 2017, respectively. Associated with these items were tax provisions of $1.1 million and $0.4 million, respectively. See Note 11 for further discussion of derivatives.

9

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

For the year-to-date periods ended September 29, 2018 and September 30, 2017, pretax amounts reclassified from accumulated other comprehensive loss related to pension and other post-retirement items consisted of prior service benefits of $0.6 million and $1.1 million, actuarial losses of $0.3 million and $1.1 million, and pension settlement costs of $0.6 million and $0.9 million, respectively. Associated with these items was a tax provision of $0.1 million in 2018 and benefit of $0.2 million in 2017. See Note 13 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 million and $9.0 million in re-engineering charges during the third quarters of 2018 and 2017, respectively, and $12.7 million and $43.9 million for the respective year-to-date periods.

In 2018 and 2017, the re-engineering and impairment charges incurred were primarily related to severance costs and restructuring actions taken in connection with the Company's plans, through 2019, to rationalize its supply chain and to adjust the cost base of several marketing units. The restructuring charges also relate to the Company's decision to wind-down the Beauticontrol reporting unit in 2017. 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-engineering costs to require cash outflows, and for these to be funded with cash flow from operations as well as asset sales as a result of the restructuring actions, notwithstanding the timing during each fiscal year in which the Company generates the majority of its cash. Of the total costs, the Company estimates that about 65 percent relates to severance and benefits related to headcount reductions, while the balance is predominantly related 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 write-offs of excess assets for which there are not expected to be disposal proceeds.

The re-engineering charges by segment during the third quarter and year-to-date period ended September 29, 2018 were as follows:

	Third Quarter		Year-to-Date
(In millions)	2018		2018
Europe	$	0.5	$	7.0
Asia Pacific	—		0.8
North America	1.8		3.8
South America	0.7		1.1
Total re-engineering charges	$	3.0	$	12.7

10

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The balances included in accrued liabilities related to re-engineering and impairment charges as of September 29, 2018 and December 30, 2017 were as follows:

(In millions)	September 29, 2018			December 30, 2017
Beginning of the year balance	$	45.4		$	1.6
Provision	12.7			63.7
Non-cash charges	(0.5		)	(0.4		)
Adjustments	5.5			—
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

The accrual balance as of September 29, 2018, related primarily to severance payments to be made through the second quarter of 2019. Adjustments to the re-engineering accrual in the table above relate to short-term pension obligations extinguished and re-classified in connection with severance obligations to be paid as part of the closure of the supply chain facility in France.

Note 8: 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 2018 and 2017, the Company completed the annual assessments for all of its reporting units and indefinite-lived intangible assets, concluding there were no impairments.

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 as of the end of May 2017, recording an impairment charge of $62.9 million. The remaining goodwill in Fuller Mexico is $17.8 million.

Note 9: Segment Information

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

Effective in the fourth quarter of 2017, in connection with the closure of its Beauticontrol business, the Company changed its segment reporting. The change was to combine its previous Beauty North America and Tupperware North America segments into one North America segment. Comparable information from all historical periods presented has been revised to conform with the new presentation.

The Company's reportable segments primarily sell design-centric preparation, storage and serving solutions for the kitchen and home through the Tupperware® brand. Europe includes Avroy Shlain® in South Africa and Nutrimetics® in France, which sell beauty and personal care products. Some units in Asia Pacific also sell beauty and personal care products under the NaturCare®, Nutrimetics® and Fuller® brands. North America also includes the Fuller Mexico beauty and personal care products business and sells products under the Fuller Cosmetics® brand in that unit and in Central America. South America also sells beauty products under the Fuller®, Nutrimetics® and Nuvo® brands.

Worldwide sales of beauty and personal care products totaled $66.6 million and $86.8 million in the third quarters of 2018 and 2017, respectively, and $214.9 million and $253.1 million in the respective year-to-date periods.

11

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

	13 weeks ended						39 weeks ended
(In millions)	September 29, 2018			September 30, 2017			September 29, 2018			September 30, 2017
Net sales:
Europe	$	112.3		$	110.8		$	388.9		$	395.7
Asia Pacific	170.0			184.4			522.2			545.2
North America	123.3			139.1			395.1			412.2
South America	80.2			105.2			257.6			314.1
Total net sales	$	485.8		$	539.5		$	1,563.8		$	1,667.2
Segment profit (loss):
Europe	$	1.0		$	(2.4	)	$	28.5		$	29.4
Asia Pacific	43.7			49.5			127.0			135.7
North America	17.6			15.7			59.3			52.2
South America	15.6			23.6			50.7			69.7
Total segment profit	$	77.9		$	86.4		$	265.5		$	287.0
Unallocated expenses	(8.6		)	(14.4		)	(32.5		)	(46.9		)
Re-engineering and impairment charges (a)	(3.0		)	(9.0		)	(12.7		)	(43.9		)
Impairment of goodwill	—			—			—			(62.9		)
Gains on disposal of assets	1.5			4.1			16.1			7.3
Interest expense, net	(10.7		)	(10.7		)	(32.3		)	(32.7		)
Income before taxes	$	57.1		$	56.4		$	204.1		$	107.9

(In millions)	September 29, 2018		December 30, 2017
Identifiable assets:
Europe	$	303.0	$	308.5
Asia Pacific	280.3		297.2
North America	318.5		266.3
South America	132.8		138.6
Corporate	330.0		377.4
Total identifiable assets	$	1,364.6	$	1,388.0

_________________________

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

12

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(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 lease	5.8		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

As of September 29, 2018, the Company had a weighted average interest rate on outstanding LIBOR-based borrowings of 2.0 percent under its multicurrency Amended and Restated Credit Agreement (“Credit Agreement”) that has a final maturity date of June 9, 2020.

At September 29, 2018, the Company had $350.6 million of unused lines of credit, including $268.0 million under the committed, secured Credit Agreement, and $82.6 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: 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, the Company excludes forward points, which are considered to be a component of interest expense. The forward points on fair value hedges resulted in pretax gains of $4.3 million and $5.9 million in the third quarters of 2018 and 2017, respectively, and $15.1 million and $16.1 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. At initiation, the Company's cash flow hedge contracts are generally for periods ranging from one to fifteen months. The effective portion of the gain or loss on the hedging instrument is recorded in other comprehensive income and is reclassified into earnings as the transactions being hedged are recorded. As such, the balance at the end of the current reporting period in other comprehensive income, related to cash flow hedges, will generally be reclassified into earnings within the next twelve months. The associated asset or liability on the open hedges is recorded in other current assets or accrued liabilities, as applicable. In assessing hedge effectiveness, the Company excludes forward points, which are included as a component of interest expense.

13

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(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 loss of $1.1 million and gain of $12.9 million associated with these hedges in the third quarter and year-to-date period of 2018 and losses of $3.8 million and $35.9 million for the respective periods of 2017. Due to the permanent nature of the investments, the Company does not anticipate reclassifying any portion of these amounts to the income statement in the next twelve months. In assessing hedge effectiveness, the Company excludes forward points, which are included as a component of interest expense.

While the forward contracts used for net equity and fair value hedges of non-permanent intercompany balances mitigate its exposure to foreign exchange gains or losses, they result in an impact to operating cash flows as they are settled, whereas the hedged items do not generate offsetting cash flows. The net cash flow impact of these currency hedges for the year-to-date periods ended September 29, 2018 and September 30, 2017 were inflows 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, 2018 and December 30, 2017, the notional amounts of outstanding forward contracts to purchase currencies were $121.3 million and $111.1 million, respectively, and the notional amounts of outstanding forward contracts to sell currencies were $101.1 million and $112.1 million, respectively. As of September 29, 2018, the notional values of the largest positions outstanding were to purchase $57.1 million of U.S. dollars and $29.1 million of euros and to sell $29.5 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, 2018 and December 30, 2017. Fair values were determined based on third party quotations (Level 2 fair value measurement):

	Asset derivatives					Liability derivatives
		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
Foreign exchange contracts	Non-trade amounts receivable	$	19.7	$	32.2	Accrued liabilities	$	14.8	$	29.6

The following table summarizes the impact of the Company's fair value hedging positions on the results of operations for the third quarters of 2018 and 2017:

Derivatives designated as fair value hedges (in millions)	Location of gain or (loss) recognized in income on derivatives	Amount of gain or (loss) recognized in income on derivatives				Location of gain or (loss) recognized in income on related hedged items	Amount of gain or (loss) recognized in income on related hedged items
		2018		2017			2018			2017
Foreign exchange contracts	Other expense	$	3.4	$	2.1	Other expense	$	(3.4	)	$	(2.1	)

14

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The following table summarizes the impact of the Company's hedging activities on comprehensive income for the third quarters of 2018 and 2017:

Cash flow and net equity hedges (in millions)	Amount of gain or (loss) recognized in OCI (effective portion)						Location of gain or (loss) reclassified from accumulated OCI into income (effective portion)	Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion)					Location of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)	Amount of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
Cash flow hedging relationships	2018			2017				2018		2017				2018			2017
Foreign exchange contracts	$	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 29, 2018 and September 30, 2017:

Derivatives designated as fair value hedges (in millions)	Location of gain or (loss) recognized in income on derivatives	Amount of gain or (loss) recognized in income on derivatives					Location of gain or (loss) recognized in income on related hedged items	Amount of gain or (loss) recognized in income on related hedged items
		2018			2017			2018		2017
Foreign exchange contracts	Other expense	$	(11.4	)	$	40.3	Other expense	$	10.8	$	(40.2	)

The following table summarizes the impact of the Company's hedging activities on comprehensive income for the year-to-date periods ended September 29, 2018 and September 30, 2017:

Cash flow and net equity hedges (in millions)	Amount of gain or (loss) recognized in OCI (effective portion)					Location of gain or (loss) reclassified from accumulated OCI into income (effective portion)	Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion)				Location of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)	Amount of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
Cash flow hedging relationships	2018		2017				2018		2017			2018			2017
Foreign exchange contracts	$	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		)

15

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 12: Fair Value Measurements

Due to their short maturities or their insignificance, the carrying amounts of cash and cash equivalents, accounts and notes receivable, accounts payable, accrued liabilities and short-term borrowings approximated their fair values at September 29, 2018 and December 30, 2017. The Company estimates that, based on current market conditions, the value of its 4.75%, 2021 senior notes was $611.6 million at September 29, 2018, compared with the carrying value of $599.6 million. The higher fair value resulted from changes, since issuance, in the corporate debt markets and investor preferences. The fair value of debt is classified as a Level 2 liability, and is estimated using quoted market prices as provided in secondary markets that consider the Company's credit risk and market related conditions. See Note 11 to the Consolidated Financial Statements for discussion of the Company's derivative instruments and related fair value measurements.

Note 13: Retirement Benefit Plans

Components of net periodic benefit cost for the third quarters and year-to-date periods ended September 29, 2018 and September 30, 2017 were as follows:

	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 cost	1.4			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/curtailment	0.2			0.1			—			—			0.6			0.9			—			—
Net amortization	0.4			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 29, 2018 and September 30, 2017, approximately $0.3 million and $0.9 million of pretax expense, respectively, were reclassified from other comprehensive income to a component of net periodic benefit cost. As they relate to non-U.S. plans, the Company uses current exchange rates to make these reclassifications. The impact of exchange rate fluctuations is included on the net amortization line of the table above. The Company included $1.5 million and $2.0 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, 2018 and September 30, 2017, respectively.

Note 14: Income Taxes

The effective tax rates for thethirdquarter and year-to-date periods of 2018 were 31.6 percent and 32.1 percent compared with 44.3 percent and 43.4 percent for the comparable 2017 periods. The tax rate for the second quarter of 2018 was28.1 percent. The increase in the rate from the second quarter to the third quarter of 2018, was the result of a change in 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 and subject to continuing regulatory interpretation by the U.S. Internal Revenue Service (“IRS”). The Company is required to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company’s accounting policy election with respect to the new GILTI Tax rules will depend, in part, on further guidance issued by the IRS, and on analyzing its global income to determine whether it can reasonably estimate the tax impact. While the Company has included an estimate of GILTI in its estimated effective tax rate for 2018, it has not completed its analysis and is not yet able to determine which method to elect. Adjustments related to the amount of GILTI Tax recorded in its Consolidated Financial Statements may be required based on the outcome of this election.

16

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

As of September 29, 2018 and December 30, 2017, the Company's accrual for uncertain tax positions was $14.9 million and $19.8 million, respectively. The decrease in the accrual for uncertain tax positions was primarily due to expired statute of limitation and audit closures in various jurisdictions. The Company estimates that as of September 29, 2018, approximately $14.6 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 million and $7.3 million as of the periods ended September 29, 2018 and December 30, 2017, respectively.

The Company estimates that it may settle one or more audits in the next twelve months that may result in cash payments decreasing the amount of accrual for uncertain tax positions by up to $2.0 million. For the remaining balance as of September 29, 2018, 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: 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 29, 2018 and September 30, 2017, 22,494 and 9,256 shares, respectively, were retained to fund withholding taxes, with values totaling $1.1 million and $0.6 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 long-term other assets.

Note 16: Stock Based Compensation

Stock option activity for 2018 is summarized in the following table:

	Shares subject to option		Weighted average exercise price per share		Aggregate intrinsic value (in millions)
Outstanding at December 30, 2017	3,045,316		$	58.96
Granted	69,736		47.05
Expired / Forfeited	(6,594	)	58.12
Exercised	(19,047	)	25.46
Outstanding at September 29, 2018	3,089,411		$	58.90	$	—
Exercisable at September 29, 2018	1,784,764		$	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

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 2018 is summarized in the following table:

	Shares outstanding		Weighted average grant date fair value
December 30, 2017	635,507		$	58.59
Time-vested shares granted	57,420		43.55
Market-vested shares granted	24,571		63.48
Performance shares granted	92,621		50.51
Performance share adjustments	(97,084	)	53.99
Vested	(95,406	)	70.97
Forfeited	(36,458	)	59.02
September 29, 2018	581,171		$	54.73

Compensation expense related to the Company's stock-based compensation for the third quarter and year-to-date periods ended September 29, 2018 and September 30, 2017 were as follows:

	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 awards	2.8		4.2		8.1		11.9

As of September 29, 2018, total unrecognized stock-based compensation expense related to all stock based awards was $18.3 million, which is expected to be recognized over a weighted average period of 1.7 years.

Note 17: Allowance for Long-Term Receivables

As of September 29, 2018, $17.2 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, 2018 was as follows:

(In millions)
Balance at December 30, 2017	$	16.5
Write-offs	(0.5		)
Provision and reclassifications	2.1
Currency translation adjustment	(0.3		)
Balance at September 29, 2018	$	17.8

Note 18: Guarantor Information

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

Condensed consolidated financial information as of September 29, 2018 and December 30, 2017 and for the quarter and year-to-date periods ended September 29, 2018 and September 30, 2017 for the Company (the "Parent"), the Guarantor and all other subsidiaries (the "Non-Guarantors") is as follows.

18

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 expense	3.3			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 income	5.2			0.4		10.6			(15.6		)	0.6
Interest expense	9.2			15.4		2.3			(15.6		)	11.3
Income from equity investments in subsidiaries	44.7			61.9		—			(106.6		)	—
Other expense (income)	(0.3		)	7.7		(8.0		)	—			(0.6		)
Income (loss) before income taxes	37.7			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

19

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Consolidating Statement of Income

	13 weeks ended September 30, 2017
(In millions)	Parent			Guarantor			Non-Guarantors		Eliminations			Total
Net sales	$	—		$	—		$	541.5	$	(2.0	)	$	539.5
Other revenue	—			28.4			7.5		(35.9		)	—
Cost of products sold	—			7.4			211.1		(35.8		)	182.7
Gross margin	—			21.0			337.9		(2.1		)	356.8
Delivery, sales and administrative expense	4.6			21.4			259.6		(2.1		)	283.5
Re-engineering and impairment charges	—			0.7			8.3		—			9.0
Gains on disposal of assets	—			—			4.1		—			4.1
Operating income (loss)	(4.6		)	(1.1		)	74.1		—			68.4
Interest income	5.1			0.5			10.4		(15.2		)	0.8
Interest expense	9.4			15.3			2.0		(15.2		)	11.5
Income from equity investments in subsidiaries	35.8			46.9			—		(82.7		)	—
Other expense (income)	(0.5		)	(0.2		)	2.0		—			1.3
Income before income taxes	27.4			31.2			80.5		(82.7		)	56.4
Provision (benefit) for income taxes	(4.0		)	(2.5		)	31.5		—			25.0
Net income	$	31.4		$	33.7		$	49.0	$	(82.7	)	$	31.4
Comprehensive income	$	33.0		$	38.3		$	52.3	$	(90.6	)	$	33.0

Consolidating Statement of Income

	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 expense	9.6			64.1			743.3			(2.0		)	815.0
Re-engineering and impairment charges	—			1.8			10.9			—			12.7
Gains on disposal of assets	—			—			16.1			—			16.1
Operating income (loss)	(9.6		)	(13.5		)	258.7			—			235.6
Interest income	15.4			1.5			32.5			(47.4		)	2.0
Interest expense	28.7			46.7			6.3			(47.4		)	34.3
Income from equity investments in subsidiaries	155.8			203.6			—			(359.4		)	—
Other expense (income)	(1.1		)	5.2			(4.9		)	—			(0.8		)
Income before income taxes	134.0			139.7			289.8			(359.4		)	204.1
Provision (benefit) 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

20

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Consolidating Statement of Income

	39 weeks ended September 30, 2017
(In millions)	Parent			Guarantor			Non-Guarantors			Eliminations			Total
Net sales	$	—		$	—		$	1,672.2		$	(5.0	)	$	1,667.2
Other revenue	—			86.6			22.5			(109.1		)	—
Cost of products sold	—			22.4			627.8			(107.2		)	543.0
Gross margin	—			64.2			1,066.9			(6.9		)	1,124.2
Delivery, sales and administrative expense	13.0			67.8			806.5			(6.9		)	880.4
Re-engineering and impairment charges	—			1.4			42.5			—			43.9
Impairment of goodwill and intangible assets	—			—			62.9			—			62.9
Gains on disposal of assets	—			—			7.3			—			7.3
Operating income (loss)	(13.0		)	(5.0		)	162.3			—			144.3
Interest income	15.3			1.5			28.2			(43.0		)	2.0
Interest expense	27.5			44.2			6.0			(43.0		)	34.7
Income from equity investments in subsidiaries	75.7			127.5			—			(203.2		)	—
Other expense (income)	(1.5		)	24.8			(19.6		)	—			3.7
Income before income taxes	52.0			55.0			204.1			(203.2		)	107.9
Provision (benefit) for income taxes	(9.1		)	(14.8		)	70.7			—			46.8
Net income	$	61.1		$	69.8		$	133.4		$	(203.2	)	$	61.1
Comprehensive income	$	105.7		$	122.9		$	207.0		$	(329.9	)	$	105.7

21

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Condensed Consolidating Balance Sheet

	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 receivables	87.3			1,346.3		277.8		(1,711.4		)	—
Prepaid expenses and other current assets	1.4			6.2		61.7		(41.3		)	28.0
Total current assets	88.7			1,365.7		927.4		(1,752.7		)	629.1
Deferred income tax benefits, net	33.4			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 subsidiaries	1,273.2			1,345.7		—		(2,618.9		)	—
Intercompany notes receivable	509.9			96.1		1,075.6		(1,681.6		)	—
Other assets, net	0.3			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 obligations	175.3			—		157.0		—			332.3
Intercompany payables	1,266.3			272.4		172.7		(1,711.4		)	—
Accrued liabilities	54.1			51.0		298.6		(41.3		)	362.4
Total current liabilities	1,495.7			326.1		713.5		(1,752.7		)	782.6
Long-term debt and capital lease obligations	599.6			—		4.2		—			603.8
Intercompany notes payable	35.1			1,341.3		305.2		(1,681.6		)	—
Other liabilities	9.7			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

22

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Condensed Consolidating Balance Sheet

	December 30, 2017
(In millions)	Parent			Guarantor		Non-Guarantors		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—		$	0.1	$	144.0	$	—		$	144.1
Accounts receivable, net	—			—		144.4		—			144.4
Inventories	—			—		262.2		—			262.2
Non-trade amounts receivable, net	—			179.2		79.4		(200.0		)	58.6
Intercompany receivables	300.8			1,101.9		255.4		(1,658.1		)	—
Prepaid expenses and other current assets	1.1			2.1		82.2		(64.2		)	21.2
Total current assets	301.9			1,283.3		967.6		(1,922.3		)	630.5
Deferred income tax benefits, net	33.4			72.6		172.0		—			278.0
Property, plant and equipment, net	—			54.9		223.3		—			278.2
Long-term receivables, net	—			0.2		19.1		—			19.3
Trademarks and tradenames, net	—			—		62.5		—			62.5
Goodwill	—			2.9		76.0		—			78.9
Investments in subsidiaries	1,174.9			1,371.0		—		(2,545.9		)	—
Intercompany notes receivable	498.4			100.0		968.9		(1,567.3		)	—
Other assets, net	0.6			0.7		69.8		(30.5		)	40.6
Total assets	$	2,009.2		$	2,885.6	$	2,559.2	$	(6,066.0	)	$	1,388.0
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	—		$	3.1	$	121.3	$	—		$	124.4
Short-term borrowings and current portion of long-term debt and capital lease obligations	131.1			—		1.9		—			133.0
Intercompany payables	1,013.4			436.1		208.6		(1,658.1		)	—
Accrued liabilities	287.0			80.4		298.2		(264.2		)	401.4
Total current liabilities	1,431.5			519.6		630.0		(1,922.3		)	658.8
Long-term debt and capital lease obligations	599.5			—		5.6		—			605.1
Intercompany notes payable	88.5			1,172.0		306.8		(1,567.3		)	—
Other liabilities	9.1			75.6		189.3		(30.5		)	243.5
Shareholders' equity (deficit)	(119.4		)	1,118.4		1,427.5		(2,545.9		)	(119.4		)
Total liabilities and shareholders' equity	$	2,009.2		$	2,885.6	$	2,559.2	$	(6,066.0	)	$	1,388.0

23

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(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 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 options	0.3			—			—			—			0.3
Repurchase of common stock	(101.3		)	—			—			—			(101.3		)
Repayment of capital lease obligations	—			—			(1.6		)	—			(1.6		)
Net change in short-term debt	45.0			—			155.7			—			200.7
Net intercompany borrowings	252.9			173.5			51.0			(477.4		)	—
Net cash provided by (used in) financing activities	92.8			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

24

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Condensed Consolidating Statement of Cash Flows

	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 loans	48.8			(1.0		)	(71.0		)	23.2			—
Net cash provided by (used in) investing activities	48.8			(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 options	9.9			—			—			—			9.9
Repurchase of common stock	(0.6		)	—			—			—			(0.6		)
Repayment of capital lease obligations	—			—			(1.6		)	—			(1.6		)
Net change in short-term debt	76.2			—			—			(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

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 19: 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 significant impact on the Company’s Consolidated Financial Statements.

In August 2018, the FASB issued an amendment to existing guidance on disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Under the amendment, the entity is required to disclose the weighted-average interest crediting rates used, reasons for significant gains & 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.

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 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 February 2016, the FASB issued an amendment to existing guidance on lease accounting that requires the assets and liabilities arising from operating leases be presented in the balance sheet. This guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. 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. The Company is in the process of gathering information to enable adoption, and identifying changes to its business processes and controls to support required reporting. As part of this, the Company is evaluating the specific impact of the adoption of this amendment on its Consolidated Financial Statements, though it does expect a significant increase in both assets and liabilities upon adoption due to recognition of right of use assets and related liabilities. Note 16 to Consolidated Financial Statements included in the Company's 2017 Annual Report on Form 10-K provides further details regarding the Company's undiscounted minimum rental commitments under non-cancelable operating leases.

26

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 endedSeptember 29, 2018, compared with the 13 and 39 weeks endedSeptember 30, 2017, and changes in financial condition during the 39 weeks endedSeptember 29, 2018.

The Company's primary means 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.

As the impacts of foreign currency translation are an important factor in understanding period-to-period comparisons, the Company believes the presentation of results on a local currency basis, as a supplement to reported results, helps improve readers' ability to understand the Company's operating results and evaluate performance in comparison with prior periods. The Company presents local currency information that compares results between periods as if current period exchange rates had been used to translate results in the prior period. The Company uses results on a local currency basis as one measure to evaluate performance. The Company generally refers to such amounts as calculated on a "local currency" basis, or "excluding the impact of foreign currency." These results should be considered in addition to, not as a substitute for, results reported in accordance with generally accepted accounting principles in the United States ("GAAP"). Results on a local currency basis may not be comparable to similarly titled measures used by other companies.

Effective in the fourth quarter of 2017, in connection with the closure of its Beauticontrol business, the Company changed its segment reporting. The change was to combine its previous Beauty North America and Tupperware North America segments into one North America segment. Comparable information from all historical periods presented has been revised to conform with the new presentation.

The Company defines established market economies as those in Western Europe (including Scandinavia), Australia, Canada, Japan, New Zealand, and the United States. All other countries are classified as having emerging market economies.

Overview

	13 weeks ended						Change			Change excluding the impact of foreign exchange		Foreign exchange impact
(In millions, except per share amounts)	Sep 29, 2018			Sep 30, 2017
Net sales	$	485.8		$	539.5		(10	)%		(2	)%	$	(41.6	)
Gross margin as percent of sales	66.2		%	66.1		%	0.1		pp	na		na
DS&A as percent of sales	52.1		%	52.5		%	(0.4	)	pp	na		na
Operating income	$	67.2		$	68.4		(2	)%		17	%	$	(10.9	)
Net income	$	39.1		$	31.4		24	%		60	%	$	(7.0	)
Net income per diluted share	$	0.79		$	0.61		30	%		65	%	$	(0.13	)

27

	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
Net sales	$	1,563.8		$	1,667.2		(6	)%		(4	)%	$	(35.6	)
Gross margin as percent of sales	67.0		%	67.4		%	(0.4	)	pp	na		na
DS&A as percent of sales	52.1		%	52.8		%	(0.7	)	pp	na		na
Impairment of goodwill	$	—		$	62.9		na			na		na
Operating income	$	235.6		$	144.3		63	%		75	%	$	(10.0	)
Net income	$	138.6		$	61.1		+			+		$	(6.3	)
Net income per diluted share	$	2.74		$	1.19		+			+		$	(0.12	)

_________________________

na	not applicable
+	change is greater than 100%
pp	percentage points

Reported sales decreased10 percent compared with the third quarter of 2017. Excluding the impact of changes in foreign currency exchange rates, sales decreased2 percent. Excluding a3percentage pointnegativeimpact 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, decreased11 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 decreased2 percent and net income increased24 percent. Excluding the impact of changes in foreign currency exchange rates, operating and net income increased17 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 decreased6 percent. Excluding the impact of changes in foreign currency exchange rates, sales decreased4 percent. Excluding a2percentage pointnegativeimpact 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.

28

Net Sales

Reported sales decreased10 percent in the third quarter. Excluding the impact of changes in foreign currency exchange rates, sales decreased2 percent. Excluding a3percentage pointnegativeimpact 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 2 percent.

The Company's emerging market units accounted for 72 percent and 71 percent of sales 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 increased2 percent. The most significant local currency sales increase was in China due to the net addition 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 higher sales force additions. The sales growth in these units was partially offset by Indonesia, from a smaller sales force due to lower additions. The average impact of higher prices in the emerging market units was 2 percent.

Reported sales in the established market units decreased13 percent. Excluding a negative$2.7 million impact of changes in foreign currency exchange rates, sales decreased11 percent, which included a negative9 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 lower sales force additions. These decreases were partially offset by the benefit of significant business-to-business sales 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 in 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 million or 4 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 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. The sources of the year-to-date fluctuations largely followed those of the third quarter comparison, except in Germany, which had a significant decline in sales year-to-date.

Compared with historical accounting under the previous guidance, the Company estimates revenue would have been $2 million higher and $4 million lower in the third quarter and the year-to-date period of 2018, respectively.

A more detailed discussion of the sales results by reporting segment is included in the segment results section in this Part I, Item 2.

As discussed in Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this Report, the Company includes certain promotional costs in delivery, sales and administrative expense (DS&A). As a result, the Company's net sales may not be comparable with other companies that treat these costs as a reduction of revenue.

29

Gross Margin

Gross margin as a percentage of sales was 66.2 percent and 66.1 percent in the third quarters of 2018 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).

For the year-to-date periods, gross margin as a percentage of sales was 67.0 percent in 2018, compared with 67.4 percent for the same period of 2017. The factors leading to the 0.4 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 translation impact of changes 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).

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 52.1 percent in the third quarter of 2018, compared with 52.5 percent in 2017. The comparison reflected lower administrative expenses, mainly in Brazil and Corporate, primarily due to lower expense for management incentives (1.4 pp), a favorable mix impact from relatively higher sales in certain units with 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 effect of changes in foreign currency exchange rates (1.1 pp), higher distribution costs, mainly in Brazil, Europe and Tupperware United States and Canada (0.7 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 decreased to 52.1 percent from 52.8 percent in 2017, 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 distribution costs, mainly in Brazil, Europe and Tupperware United States and Canada (0.7 pp), 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 (0.5 pp).

Specific segment impacts are discussed in the segment results section in this Part I, Item 2.

30

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 million and $9.0 million in re-engineering charges during the third quarters of 2018 and 2017, respectively.

In 2018 and 2017, the re-engineering and impairment charges incurred were primarily related to severance costs and restructuring actions taken in connection with the Company's plans, through 2019, to rationalize its supply chain and to adjust the cost base of several marketing units. The restructuring charges also relate to the Company's decision to wind-down the Beauticontrol reporting unit in 2017. 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.

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. The Company expects to incur an additional $3 million of pretax re-engineering costs 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 third 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. The annualized benefit of these actions, once fully implemented, is estimated to be $35 million with a small amount realized in 2017, about two-thirds 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 be reflected most significantly through lower cost of products sold than would otherwise be achieved, as well as through lower DS&A.

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 2018 and 2017, the Company completed the annual assessments for all of its reporting units and indefinite-lived intangible assets, concluding there were no impairments.

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 as of the end of May 2017, recording an impairment charge of $62.9 million. The remaining goodwill in Fuller Mexico is $17.8 million.

The estimated fair value of Fuller Mexico equaled its carrying value as of May 2017 in light of the impairment charge recorded at that time. Having the carrying value equal the fair value represents an elevated future risk of future impairment. Since May 2017, Fuller Mexico's local currency sales and cash flows have exceeded those projected in the May 2017 step 1 valuation, which has significantly reduced the risk of impairment at Fuller Mexico.

31

Net Interest Expense

Net interest expense was $10.7 million in the third quarter of 2018, the same as in 2017. There was a decrease in interest expense related to forward points from the Company's hedging activities that was offset by the impact of higher average borrowings in the year-over-year comparisons.

Tax Rate

The effective tax rates for thethirdquarter and year-to-date periods of 2018 were 31.6 percent and 32.1 percent compared with 44.3 percent and 43.4 percent for the comparable 2017 periods. The tax rate for the second quarter of 2018 was28.1 percent. The increase in the rate from the second quarter to the third quarter of 2018, was the result of a change in 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 Tax Act, which are complex and subject to continuing regulatory interpretation by the IRS. The Company is required to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred or (2) factoring such amounts into the Company’s measurement of its deferred taxes. The Company’s accounting policy election with respect to the new GILTI Tax rules will depend, in part, on further guidance issued by the IRS, and on analyzing its global income to determine whether it can reasonably estimate the tax impact. While the Company has included an estimate of GILTI in its estimated effective tax rate for 2018, it has not completed its analysis and is not yet able to determine which method to elect. Adjustments related to the amount of GILTI Tax recorded in its Consolidated Financial Statements may be required based on the outcome of this election.

As discussed in Note 14 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$7.7 million in the third quarter of 2018 compared with 2017, which included a $7.0 millionnegative impact on the comparison from changes in foreign currency exchange rates. The increase primarily reflected the $6.0 millionlower pre-tax re-engineering costs in connection with the Company's restructuring plan announced in July 2017, lower corporate costs and lower income tax expense versus 2017.

For the year-to-date period, net income increased$77.5 million, compared with 2017, including a negative$6.3 million translation impact from changes in foreign currency exchange rates. The factors impacting the comparison were largely the same as for the quarter including a much bigger decrease in pretax re-engineering costs, along with 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.

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 92 percent and 91 percent of sales in the third quarter and year-to-date periods of 2018 and 2017, respectively. These units generated 98 percent and 100 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 2018 and 2017, respectively.

The sale of beauty products generated 14 percent of sales in the third quarter and year-to-date periods of 2018, and 16 percent and 15 percent in the third quarter and year-to-date period of 2017, respectively.

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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 sales	0.9		%	(2.2		)%	3.1		pp	na		na			na	na

(In millions)	39 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	$	388.9		$	395.7		(2	)%		(6	)%	$	17.6	25	24
Segment profit	28.5			29.4			(3	)		(13	)	3.4		11	10
Segment profit as percent of sales	7.3		%	7.4		%	(0.1	)	pp	na		na		na	na

_________________________

+	Change from loss to profit
na	not applicable
pp	percentage points

Reported sales increased1 percent compared with the third quarter of 2017. Excluding the impact of changes in foreign currency exchange rates, sales increased6 percent compared with the third quarter of 2017, reflecting higher sales in the segment's emerging market units. On average, the impact of changes in pricing was 1 percent in the third quarter of 2018. Due to the new revenue recognition guidance adopted in 2018, there was a 1 percentage point negative impact in the third quarter of 2018.

Emerging markets accounted for $49.7 million and $47.7 million, or 44 percent and 43 percent of the reported 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.

The established market units' reported sales decreased1 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$3.4 million in the third quarter of 2018 versus 2017. Excluding the impact of changes in foreign currency exchange rates, segment profit increased$3.0 million, reflecting higher sales with improved gross margin, profitability on the increased business-to-business sales, lower promotional spending and reduced operating costs from the Company's re-engineering efforts beginning in 2017.

On a year-to-date basis, reported sales decreased2 percent compared with 2017. Excluding the impact of changes in foreign currency exchange rates, sales in 2018 were down6 percent compared with 2017. The decrease was primarily due to lower volumes in the segment's established markets.

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Year-to-date segment profit decreased3 percent on a reported basis, and was down13 percent in local currency. The decrease was primarily due to the lost contribution margin, in light of lower sales in the first half of 2018, most significantly in France and Germany, as well as higher bad debt expense in France.

The South African rand and the Turkish lira impacted the third quarter year-over-year sales comparison. The euro impacted the year-to-date sales and profit comparison.

Asia Pacific

(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	$	170.0		$	184.4		(8	)%		(4	)%	$	(7.2	)	35	34
Segment profit	43.7			49.5			(12	)		(9	)	(1.8		)	56	58
Segment profit as percent of sales	25.7		%	26.8		%	(1.1	)	pp	na		na			na	na

(In millions)	39 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	$	522.2		$	545.2		(4	)%		(5	)%	$	3.6	33	32
Segment profit	127.0			135.7			(6	)		(8	)	2.1		48	48
Segment profit as percent of sales	24.3		%	24.9		%	(0.6	)	pp	na		na		na	na

__________________________

na	not applicable
pp	percentage points

Reported sales decreased8 percent compared with the third quarter of 2017. Excluding the impact of changes in foreign currency exchange rates, sales decreased4 percent. On average, prices were even in the third quarter compared with 2017.

Emerging markets accounted for $149.2 million and $157.9 million, or 88 percent and 86 percent of reported sales in the third quarters of 2018 and 2017, respectively. Excluding the negative$5.9 million impact from changes in foreign currency exchange rates, sales in these units decreased2 percent compared with 2017. The most significant decrease was in Indonesia from less active sellers from lower sales force additions and poor response to the Company's product and promotional programs. India also had lower sales due to a 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 decreased22 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 decreased12 percent compared with the third quarter of 2017. Excluding the impact of changes in foreign currency exchange rates, segment profit was down9 percent compared with 2017, primarily reflecting the drop-through on lower sales, along with increased spending to boost sales force additions and activity 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 decreased4 percent compared with the same period of 2017. Excluding the impact of foreign currency exchange rates, sales decreased5 percent compared with 2017. Local currency sales and segment profit variances largely mirrored those of the quarter.

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The Chinese renminbi and the Indonesian rupiah had the most meaningful impact on year-over-year sales and profit comparisons.

North America

(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	$	123.3		$	139.1		(11	)%		(9	)%	$	(4.1	)	25	26
Segment profit	17.6			15.7			12			18		(0.7		)	23	18
Segment profit as percent of sales	14.3		%	11.3		%	3.0		pp	na		na			na	na

(In millions)	39 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	$	395.1		$	412.2		(4	)%		(4	)%	$	(2.3	)	25	25
Segment profit	59.3			52.2			13			15		(0.6		)	22	18
Segment profit as percent of sales	15.0		%	12.7		%	2.3		pp	na		na			na	na

_________________________

na	not applicable
pp	percentage points

Reported sales in the third quarter of 2018decreased11 percent compared with the third quarter of 2017. Excluding the impact of changes in foreign currency exchange rates, sales decreased9 percent. Also excluding a 10percentage pointnegativeimpact from the closure of Beauticontrol in 2017, sales increased1 percent in local currency. The average impact of higher prices was 4 percent. Due to the new revenue recognition guidance adopted 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. On a local currency basis, the emerging market units' sales increased2 percent, primarily reflecting higher prices.

The established markets' reported sales decreased21 percent. Excluding the impact from the closure of Beauticontrol, sales decreased 3 percent due to a less active sales force in the United States and Canada.

Reported segment profit increased12 percent in the third quarter of 2018. Excluding the impact of foreign currency exchange rates, profit increased18 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 decreased4 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 increased13 percent and 15 percent, respectively. 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. Segment profit variances largely mirrored those of the quarter, along with the absence of the 2017 loss by Beauticontrol.

The Mexican peso was the main foreign currency that impacted the year-over-year comparisons.

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South America

(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	$	80.2		$	105.2		(24	)%		1	%	$	(25.8	)	17	19
Segment profit	15.6			23.6			(34	)		(11	)	(6.2		)	20	27
Segment profit as percent of sales	19.5		%	22.4		%	(2.9	)	pp	na		na			na	na

(In millions)	39 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	$	257.6		$	314.1		(18	)%		(1	)%	$	(54.5	)	17	19
Segment profit	50.7			69.7			(27	)		(12	)	(12.4		)	19	24
Segment profit as percent of sales	19.7		%	22.2		%	(2.5	)	pp	na		na			na	na

_________________________

na	not applicable
pp	percentage points

Reported sales for the segment decreased24 percent in the third quarter of 2018. Excluding the impact of changes in foreign currency exchange rates, sales increased1 percent, mainly from higher prices due to inflation, partially offset by lower sales force activity and productivity in Brazil reflecting knock-on effects from political and macro-economic instability that included a 10-day road blockade by truck drivers in May 2018. The average impact of higher prices was 2 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.

Reported segment profit decreased$8.0 million or 34 percent in the third quarter of 2018. Excluding the impact of changes in foreign currency exchange rates, segment profit decreased11 percent, reflecting the impact on product cost 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.

The year-to-date sales and profit comparisons largely mirrored the quarter.

The Argentine peso, the Brazilian real and the Venezuelan bolivar had the most significant impacts on the 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 millionof 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.

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Financial Condition

Liquidity and Capital Resources: The Company's net working capital position decreased by $125.2 million compared with the end of 2017. Excluding the impact of changes in foreign currency exchange rates, working capital decreased$106.7 million, primarily reflecting a $213.2 millionincrease in short-term borrowings, net of cash and cash equivalents partially offset by a $36.1 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, a $37.8 millionincrease in inventory, related to expectations for future sales and lower than expected sell through, a $22.6 millionincrease in accounts receivable due to the level and timing of sales around the end of each period, as well as increased past dues, and a $1.8 millionincrease related to amounts on the balance sheet for hedging activities.

The Company continues to carry debt in connection with the $600 million senior notes due in 2021.

As of September 29, 2018, the Company had total borrowings of $330.7 million outstanding under its Credit Agreement, including $250.6 million denominated in euro.

Loans taken under the Credit Agreement bear interest under a formula 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. As of September 29, 2018, the Credit Agreement dictated a spread of 150 basis points, which gave the Company a weighted average interest rate 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. As of September 29, 2018, and currently, the Company had considerable cushion under its financial covenants. However, economic conditions, adverse changes in foreign exchange rates, lower than foreseen sales, profit and/or cash flow generation, including from restructuring actions, the payment of dividends, share repurchases or the occurrence of other events discussed under “Forward Looking Statements” in this Part I, Item 3 and in the Company’s other reports filed with the SEC could impact the Company’s ability to comply with these covenants.

At September 29, 2018, the Company had $350.6 million of unused lines of credit, including $268.0 million under the committed, secured Credit Agreement, and $82.6 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.

See Note 10 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 and diversifies its cash and cash equivalents among counterparties, which minimizes exposure to any one of these entities. Furthermore, the Company is exposed to financial market risk resulting from changes in interest rates, foreign currency rates and the possible liquidity and credit risks of its counterparties. The Company believes that it has sufficient liquidity to fund its working capital, capital spending needs, current and anticipated restructuring actions, as well as its current dividend. This liquidity includes to the extent that it is accessible, its cash and cash equivalents, which totaled $117.6 million as of September 29, 2018, 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.

37

Cash and cash equivalents (“cash”) totaled $117.6 million as of September 29, 2018. Of this amount, $113.3 million was held by foreign subsidiaries. Of the cash held outside of the United States, approximately 12 percent was not eligible for repatriation due to the level of past statutory earnings by the foreign units in which the cash was held or other local restrictions. The Company is in the process of evaluating the impact of the Tax Act on its indefinite reinvestment assertion with respect to accumulated earnings of certain foreign subsidiaries. Other than for the one-time mandatory repatriation transition tax charge, no U.S. federal income taxes or foreign withholding taxes have been recorded related to earnings for which there is an indefinite reinvestment assertion. The Company expects to complete its assessment within the measurement period allowed by SAB 118 that extends to the fourth quarter of 2018, and when that assessment is completed, it is possible that additional expense will be recorded, and that amount may be significant. Withholding taxes would be due in some jurisdictions when foreign earnings are repatriated.

The Company’s most significant foreign currency exposures are to the Brazilian real, Chinese renminbi, euro, Indonesian rupiah and the Mexican peso. Business units in which the Company generated at least $100 million of sales in 2017 included Brazil, China, Fuller Mexico, Germany, Indonesia, Tupperware Mexico and Tupperware United States and Canada. Of these units, sales by China and Tupperware United States and Canada exceeded $200 million, while sales in Brazil exceeded $300 million. Downturns in the Company's business in these units, including but not limited to, difficulties in making additions to, retention and activity of the Company'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.

Operating Activities: Net cash from operating activities in the year-to-date periods ended 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.

Investing Activities: During the year-to-date periods 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 were related to molds. In 2018 and 2017, capital expenditures included $11.3 million and $13.7 million, respectively, related to supply chain capabilities, excluding molds, 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. There were proceeds from the sale of long-term assets of $36.5 million and $11.7 million in 2018 and 2017, respectively.

Financing Activities: Dividends paid to shareholders were $104.1 million and $103.9 million in the first nine months of 2018 and 2017, respectively. Proceeds received from the exercise of stock options were $0.3 million and $9.9 million in the first nine months of 2018 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.

Open market share repurchases by the Company are permitted under an authorization that runs until February 1, 2020 and allows up to $2.0 billion to be spent. Under this program, the company repurchased 1.4 million shares for $50.2 million in the third quarter of 2018. There were no share repurchases under this program in 2017. 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 2018 and 2017, 22,494 and 9,256 shares were retained to fund withholding taxes, totaling $1.1 million and $0.6 million, respectively.

New Pronouncements

Refer to Note 19 to the Consolidated Financial Statements in Part I, Item 1 of this Report for a discussion of new pronouncements.

38

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 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. As of September 29, 2018, the Credit Agreement dictated a spread of 150 basis points, which gave the Company a weighted average interest rate on its U.S. dollar and euro denominated LIBOR based borrowings under the Credit Agreement of 2.0 percent.

As of September 29, 2018, the Company had total borrowings of $330.7 million outstanding under its Credit Agreement, with $250.6 million denominated in euro. If short-term interest rates varied by 10 percent, which in the Company's case would mean short duration U.S. dollar and euro LIBOR, with all other variables remaining constant, the Company's annual interest expense would not be significantly impacted.

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.

Foreign Exchange Rate Risk

The majority of the Company's sales and profit come 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, 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, 2018 and September 30, 2017, the cash flow impact of these currency hedges were inflows of $3.5 million and $5.8 million, respectively.

39

The U.S. dollar equivalent of the Company's most significant net open forward contracts as of September 29, 2018 were to buy $57.1 million of U.S. dollars and $29.1 million of euros and to sell $29.5 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, the Company was in a net receivable position of approximately $4.9 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 11 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 2018 cost of sales will include approximately $130 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. With a comparable product mix and exchange rates, a 10 percent fluctuation in the cost of resin would impact the Company's annual cost of sales by approximately $13 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 millionnegative impact of resin cost changes, on a local currency basis, on the Company's gross margin related to sales of the Tupperware^® products it produces and has contract manufactured. In addition to the impact of the price of oil and natural gas, the price 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 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.

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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;

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• disruptions caused by restructuring activities, including facility closure, and the combination and exit of business units, impacting business models, the supply chain, as well as not fully realizing expected savings 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 to 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, India, Kazakhstan, Russia, Turkey and Ukraine and other countries impacted by such events;

• issues arising out of the sovereign debt in the countries in which the Company operates, such as in Argentina and those in the Euro zone, resulting in potential economic and operational challenges for the Company's supply chains, heightened counterparty credit risk due to adverse effects on customers and suppliers, exchange controls (such as in Argentina and Egypt) and translation risks due to potential impairments of investments in affected markets;

• disruptions resulting from either internal or external labor strikes, work stoppages, or similar difficulties, particularly in Brazil, France, India and South Africa;

• changes in cash flow resulting from changes in operating results, including from changes in foreign exchange rates, restructuring activities, working capital management, debt payments, share repurchases and hedge settlements;

• the impact of currency fluctuations on the value of the Company's operating results, assets, liabilities and commitments of foreign operations generally, including their cash balances during and at the end of quarterly reporting periods, the results of those operations, the cost of sourcing products across geographies and the success of foreign hedging and risk management strategies;

• the impact of natural disasters, terrorist activities and epidemic or pandemic disease outbreaks;

• the ability to repatriate, or otherwise make available, cash in the United States and to do so at a favorable foreign exchange rate and with favorable tax ramifications, particularly from Brazil, China, India, Indonesia, 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;

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• 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;

• 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 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 Report and the Company's other filings with the United States Securities and Exchange Commission.

Other than updating for changes in foreign currency exchange rates through its monthly website updates, the Company does not intend to update forward-looking information, except through its quarterly earnings releases, unless it expects diluted earnings per share for the current quarter, excluding items impacting comparability and changes versus its guidance of the impact of changes in foreign exchange rates, to be significantly below its previous guidance.

Investors should also be aware that while the Company does, from time to time, communicate with securities analysts, it is against the Company's policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, it should not be assumed that the Company agrees with any statement or report issued by any analyst irrespective of the content of the confirming financial forecasts or projections issued by others.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) that are designed to ensure that information required to be disclosed in the Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As of the end of the period covered by this report, management, under the supervision of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of the disclosure controls and procedures were effective.

Changes in Internal Controls

There have been no significant changes in the Company's internal control over financial reporting during the Company's 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 "Exchange Act").

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PART II

OTHER INFORMATION

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

	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May yet be Purchased Under the Plans or Programs (a)
7/1/18 - 8/4/18	253,328	$	36.30	253,328	$	653,953,182
8/5/18 - 9/1/18	1,189,089	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, 2018, the Company’s board of directors (the “Board”) approved an amendment and restatement of the Company’s by-laws (as amended 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 to the Company to be timely.

•Eliminate the default rule that the annual meeting 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.

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.

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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

3.2	Amended and Restated By-laws of the Registrant as amended November 1, 2018
31.1	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
32.1	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by the Chief Executive Officer
32.2	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by the Chief Financial Officer
101	The following financial statements from Tupperware Brands Corporation's Quarterly Report on Form 10-Q for the quarter ended September 29, 2018, filed on November 2, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements, tagged in detail.

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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. POTESHMAN
	Executive Vice President and Chief Financial Officer
By:	/S/    NICHOLAS K. POUCHER
	Senior Vice President and Controller

Orlando, Florida

November 2, 2018

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EX-3.2

AMENDED AND RESTATED BY-LAWS

OF

TUPPERWARE BRANDS CORPORATION

Incorporated under the Laws of the State of Delaware

ARTICLE I.

OFFICES AND RECORDS

Section 1.1 Delaware Office. The principal office of Tupperware Brands Corporation (the “Corporation”) in the State of Delaware shall be located in the City of Wilmington, County of New Castle, and the name and address of its registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time designate or as the business of the Corporation may from time to time require.

Section 1.3 Books and Records. The books and records of the Corporation may be kept outside the State of Delaware at such place or places as may from time to time be designated by the Board of Directors.

ARTICLE II.

STOCKHOLDERS

Section 2.1 Annual Meeting. The annual meeting of stockholders of the Corporation shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine for the purpose of electing directors and for the transaction of business as may be properly brought before the meeting in accordance with these Amended and Restated By-laws (as amended from time to time in accordance with the terms hereof, these “By-laws”).

Section 2.2 Special Meeting. Subject to the rights of the holders of any series of stock having a preference over the Common Stock of the Corporation as to dividends or upon liquidation (the “Preferred Stock”) to elect additional directors under specific circumstances, special meetings of the stockholders may be called only by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies (the “Whole Board”).

Section 2.3 Place of Meeting. The Board of Directors may designate the place of meeting for any meeting of the stockholders. If no designation is made by the Board of Directors, the place of meeting shall be the principal office of the Corporation.

Section 2.4 Notice of Meeting. Written or printed notice, stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be prepared and delivered by the Corporation not less than ten days nor more than sixty days before the date of the meeting, either personally or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at such stockholder’s address as it appears on the stock transfer books of the Corporation. Such further notice shall be given as may be required by law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 6.4 of these By-laws. Any previously scheduled meeting of the stockholders may be postponed or cancelled by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.

Section 2.5 Quorum and Adjournment. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the voting power of the outstanding shares of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series voting as a class, the holders of a majority of the voting power of the shares of such class or series shall constitute a quorum for the transaction of such business. The chairman of the meeting or the Board of Directors may adjourn the meeting from time to time, whether or not there is such a quorum. No notice of the time and place of adjourned meetings need be given except as required by law. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.6 Conduct of Meetings. The Chairman of the Board of Directors (the “Chairman”) or in the Chairman’s absence, a director or officer of the Corporation as a majority of the Board may designate shall act as chairman of meetings of stockholders. The Secretary of the Corporation (the “Secretary”) shall act as secretary of the meeting. Except to the extent inconsistent with any rules and regulations for the conduct of any meeting of stockholders as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting.

Section 2.7 Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or as may be permitted by law, or by such stockholder’s duly authorized attorney-in-fact. Such proxy must be filed with the Secretary or such stockholder’s representative at or before the time of the meeting.

Section 2.8 Notice of Stockholder Business and Nominations.

(A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s proxy materials with respect to such meeting, (b) by or at the direction of the Board of Directors, or (c) by any stockholder of the Corporation who is entitled to vote at the meeting, who complied with the notice procedures set forth in clauses (2) and (3) of this paragraph (A) of this By-law and who was a stockholder of record (i) at the time such notice is delivered to the Secretary (ii) as of the record date for such meeting and (iii) on the date of such meeting. For the avoidance of doubt, the foregoing clause (c) shall be the exclusive means for a stockholder to bring nominations or business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) before an annual meeting of stockholders.

(2) For nominations or business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this By-law, (x) the stockholder must have given timely notice thereof in writing to the Secretary, (y) in the case of business, such business must otherwise be a proper matter for stockholder action, and (z) the stockholder and the beneficial owner, if any, on whose behalf any such business or nomination is brought before the meeting (the “Beneficial Owner”) must have acted in accordance with the representations set forth in the Solicitation Statement required by this Section 2.8. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal office of the Corporation not less than ninety days nor more than one hundred twenty days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of an annual meeting is advanced by more than thirty days, or delayed by more than seventy days, from the one-year anniversary date of the previous year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the one hundred twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth:

(a) as to each person whom the stockholder proposes to nominate for election or reelection as a director (the “Proposed Nominee”), (i) the name, age, business address and residence address of such Proposed Nominee, (ii) the principal occupation and employment of such Proposed Nominee, (iii) a written questionnaire with respect to the background and qualifications of the Proposed Nominee in the form required by the Corporation (which form the stockholder shall request in writing from the Secretary of the Corporation and which the Secretary shall provide to such stockholder within ten days of receiving such request), (iv) all information relating to the Proposed Nominee that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act and the regulations promulgated thereunder, including the Proposed Nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, (v) the information required to be submitted by nominees pursuant to Section 2.9 of these By-laws, (vi) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and any Beneficial Owner, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each Proposed Nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any Beneficial Owner, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant.

(b) as to any business (other than the nomination of directors) that the stockholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, (ii) the text of the proposal (including the complete text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend any Corporation document, including the Articles of Incorporation or these By-laws, the language of the proposed amendment), (iii) a complete and accurate description of any material interest in such business of such stockholder and any Beneficial Owner, individually or in the aggregate, including any anticipated benefit to such stockholder and any Beneficial Owner therefrom, and all other information related to such proposed business that would be required to be disclosed in a proxy statement or other filing required to be made by the stockholder or any Beneficial Owner in connection with the solicitation of proxies in support of such proposed business by such stockholder or any Beneficial Owner pursuant to Regulation 14A under the Exchange Act and (iv) a description of all agreements, arrangements and understandings between such stockholder and Beneficial Owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder; and

(c) as to the stockholder giving the notice and the Beneficial Owner, if any, on whose behalf the nomination or proposal is made,

(i) the name and address of such stockholder and Beneficial Owner (including, if applicable, as they appear on the Corporation’s books),

(ii) (A) the class, series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and Beneficial Owner, the date (or dates) on which each such shares was acquired by such stockholder or Beneficial Owner, and the investment intent of such acquisition, together with the evidence of such beneficial or record ownership, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”), directly or indirectly owned beneficially by such stockholder or Beneficial Owner, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder and Beneficial Owner has a right to vote any shares of any security of the Corporation, (D) any agreement, arrangement, understanding or relationship, including any repurchase or so-called “stock borrowing” agreement or arrangement, involving such stockholder or Beneficial Owner, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder or Beneficial Owner with respect to any class or series of the shares of the Corporation or any short interest in any security of the Corporation (for purposes of this Section 2.8 a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder and Beneficial Owner that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder and Beneficial Owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (G) any significant equity interests or any Derivative Instruments or Short Interests in any entity that provides products or services that compete with or are alternatives to the principal products produced or services provided by the Corporation or any affiliate thereof held by such stockholder or Beneficial Owner (collectively, a “Competitor”), (H) any direct or indirect interest of such stockholder or Beneficial Owner in any contract with the Corporation or any affiliate thereof, or any Competitor (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (I) any substantial interest, direct or indirect (including any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder or Beneficial Owner, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of shares of the Corporation where such stockholder or Beneficial Owner receives no extra or special benefit not shared on a pro rata basis with all other holders of the same class or series and (J) any performance-related fees (other than an asset-based fee) that such stockholder and Beneficial Owner is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household (which

information shall be supplemented by such stockholder and Beneficial Owner, if any, not later than ten days after the record date for the meeting to disclose such ownership as of the record date),

(iii) any other information relating to such stockholder and Beneficial Owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act,

(v) a statement whether or not such stockholder or Beneficial Owner will deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of voting power of all of the shares of capital stock of the Corporation required under applicable law to carry the proposal or, in the case of a nomination or nominations, at least the percentage of voting power of all of the shares of capital stock of the Corporation reasonably believed by such stockholder or Beneficial Owner to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder (such statement, a “Solicitation Statement”), and

(vi) a statement that such stockholder is a holder of record of the capital stock of the Corporation and intends to appear in person or by proxy at the annual meeting to bring such business or nomination (as applicable) before the meeting if so requested and an acknowledgment that if such stockholder does not appear to present such business or nomination (as applicable) at such annual meeting, the Corporation need not present such business or nominee for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this By-law to the contrary, in the event that the number of directors to be elected to the Board of Directors at a meeting of stockholders is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least ten days before the last day that a stockholder may deliver a notice of a nomination for director election in accordance with the preceding paragraph (A)(2), a stockholder’s notice required by this By-law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal office of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.

A stockholder providing notice under this Section 2.8 shall update such notice, if necessary, so that the information provided or required to be provided in such notice shall continue to be true and correct (i) as of the record date for the meeting and (ii) as of the date that is ten business days prior to the meeting (or any postponement, adjournment or recess thereof), and such update shall be delivered to, or mailed and received by, the Secretary at the principal executive office of the Corporation not later than five business days after the record date for the meeting (in the case of an update required to be made as of the record date) and not later than seven business days prior to the date for the meeting, if practicable or, if not practicable, on the first practicable date prior to the special meeting or any adjournment, recess or postponement thereof (in the case of an update required to be made as of ten business days prior to the meeting or any adjournment, recess or postponement thereof).  If the information submitted pursuant to this Section 2.8 by any stockholder proposing business for consideration at an annual meeting shall be inaccurate in any respect, such information may be deemed not to have been provided in accordance with this By-Law. Any such stockholder shall notify the Corporation of any inaccuracy or change in any such information within two business days of becoming aware of such inaccuracy or change.  Upon written request by the Secretary, the Board of Directors or any committee thereof, any stockholder proposing business for consideration at an annual meeting shall provide, within seven business days of delivery of such request (or such other period as may be specified in such request), (i) written verification, reasonably satisfactory to the Board of Directors, any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this By-Law, and (ii) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 2.8 as of an earlier date. If a stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with this Section 2.8.

(B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to a resolution adopted by a majority of the Whole Board. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this By-law and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice as required by the fourth sentence of paragraph (A)(2) of this By-law shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the one hundred twentieth day prior to such special meeting and not later than the close of business on the later of the ninetieth day prior

to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment of a special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

(C) General. (1) Only persons who are nominated in accordance with the procedures set forth in this By-law shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-law. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed in accordance with the procedures set forth in this By-law and, if any proposed nomination or business is not in compliance with this By-law, to declare that such defective proposal or nomination shall be disregarded.

(2) For purposes of this By-law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this By-law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-law; provided, however, that any references in these By-Laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any business to be considered pursuant to paragraph (A)(1)(c) or paragraph (B) of this By-Law. Nothing in this By-law shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 2.9 Submission of Information by Director Nominees. To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver to the Secretary at the principal executive offices of the Corporation the following information:

(A)A statement that such person is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person will act or vote as director on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or to any Voting Commitment made that could limit or interfere with such person’s ability to comply with such person’s fiduciary duties as director under applicable law; and that such person, if elected or reelected, intends to refrain in the future from entering into such a Voting Commitment that could limit or interfere with such person’s ability to comply with such person’s fiduciary duties as director under applicable law;

(B)A statement that such person is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation; and that such person, if elected or re-elected as a director, intends to refrain in the future from entering into any agreement, arrangement or understanding with respect to any direct or indirect compensation, reimbursement or indemnification with any person or entity other than the Corporation;

(C)A statement that such person consents to serve as a director of the Corporation if elected and intends to serve as a director at least until the next annual meeting of stockholders;

(D)A statement that, in his or her personal capacity and on behalf of any person or entity on whose behalf, directly or indirectly, the nomination is being made, if elected or re-elected as a director, such person intends to comply with all publicly disclosed policies and guidelines of the Corporation with respect to codes of conduct, corporate governance, conflict of interest, confidentiality, stock ownership and trading applicable to directors of the Corporation; and

(E)A statement that such person will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects, and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.

The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee, under the listing standards of each principal securities exchange upon which the shares of the Corporation are listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors, including those applicable to a director’s service on any of the committees of the Board of Directors.

Section 2.10 Procedure for Election of Directors and Action on Other Matters. Election of directors at all meetings of the stockholders at which directors are to be elected shall be by written ballot, and, subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specific circumstances, a nominee for director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which (i) the Secretary receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for director set forth in Section 2.8 of these By-laws and (ii) such nomination has not been withdrawn by such stockholder on or before the tenth day before the Corporation first mails its notice of meeting for such meeting to the stockholders. If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee. If a director is not reelected by the vote required herein, such director shall promptly tender his or her resignation to the Board of Directors, which may be conditioned on acceptance by the Board of Directors. If a resignation is so conditioned on acceptance by the Board of Directors, the Nominating and Governance Committee shall make a recommendation to the Board of Directors on whether to accept or reject such resignation, or whether other action should be taken. The Board of Directors shall act on such resignation taking into account the recommendation of the Nominating and Governance Committee and shall publicly disclose its decision and the reasons for it within 90 days from the date the Inspector or Inspectors of Election certify the results of the applicable election. The director who tenders his or her resignation shall not participate in the decisions of the Nominating and Governance Committee or the Board of Directors that concern such resignation. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, all matters other than the election of directors submitted to the stockholders at any meeting shall be decided by a majority of the votes cast affirmatively or negatively with respect thereto.

Section 2.11 Inspectors of Elections; Opening and Closing the Polls. (A) The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the Corporation, to act at a meeting of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act, or if all inspectors or alternates who have been appointed are unable to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by the Delaware General Corporation Law (the “DGCL”).

(B) The Secretary shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

Section 2.12 No Stockholder Action by Written Consent. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specific circumstances, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

ARTICLE III.

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these By-laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these By-laws required to be exercised or done by the stockholders.

Section 3.2 Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specific circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Whole Board but shall consist of not less than three directors. Subject to the rights of the holders of any series of Preferred Stock entitled to elect additional directors under specific circumstances, each director elected by the stockholders of the Corporation shall serve for a term expiring at the first annual meeting held after such director’s election. Each director shall hold office until his or her successor shall have been duly elected and qualified.

Section 3.3 Regular Meetings. A regular meeting of the Board of Directors may be held without other notice than this By-law immediately after, and at the same place as, each annual meeting of stockholders. The Board of Directors may, by resolution, provide the time and place for the holding of additional regular meetings without other notice than such resolution.

Section 3.4 Special Meetings. Special meetings of the Board of Directors shall be called at the request of the Chairman of the Board, the Chief Executive Officer or a majority of the Board of Directors, and special meetings of any committee of the Board of Directors may be called by the Chairperson of the committee or a majority of the members of the committee. The person or persons authorized to call special meetings of the Board of Directors or committees thereof may fix the place and time of the meetings.

Section 3.5 Notice. Notice of any special meeting shall be sent by the Secretary to each director who does not waive written notice pursuant to Section 6.4, either by first class United States mail at least five days before such meeting, or by overnight mail, courier service, electronic transmission, or hand delivery at least twenty-four hours before the special meeting, or by telephone at least twelve hours prior before the special meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these By-laws as provided under Section 7.1 of Article VII hereof. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in writing, either before or after such meeting.

Section 3.6 Quorum. A whole number of directors equal to at least one third of the Whole Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

Section 3.7 Vacancies. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specific circumstances, and unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.

Section 3.8 Executive and Other Committees. The Board of Directors may, by resolution adopted by a majority of the Whole Board, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Board in the management of the business and affairs of the Corporation when the Board of Directors is not in session, including without limitation the power to declare dividends, to authorize the issuance of the Corporation’s capital stock and to adopt a certificate of ownership and merger pursuant to Section 253 of the DGCL, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Board of Directors when required.

A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.5 of these By-laws. The Board of Directors shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board of Directors from appointing one or more committees consisting in whole or in part of persons who are not directors of the Corporation; provided, however, that no such committee shall have or may exercise any authority of the Board of Directors.

Section 3.9 Removal. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specific circumstances, a director may be removed from office, either for or without cause, by the affirmative vote of the holders of a majority of the voting power of the capital stock outstanding and entitled to vote thereon, voting together as a single class.

ARTICLE IV.

OFFICERS

Section 4.1 Elected Officers. The elected officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, one or more Vice Presidents, a Secretary, and such other officers (including, without limitation, a President) as the Board of Directors from time to time may deem proper. The Chairman of the Board may also serve as the Chief Executive Officer. The Chairman of the Board shall be chosen from the directors. All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof.

Section 4.2 Election and Term of Office. The elected officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held at the time of each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Subject to Section 4.8 of these By-laws, each officer shall hold office until such officer’s successor shall have been duly elected and shall have qualified or until such officer’s death or until such officer shall resign.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors. The Chairman shall make reports to the Board of Directors and the stockholders, and shall perform all such other duties as are properly required of him or her by the Board of Directors.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incidental to the Chief Executive Officer’s office which may be required by law and all such other duties as are properly required of him or her by the Board of Directors. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect.

Section 4.5 President. The President (if one shall have been chosen by the Board of Directors) shall act in a general executive capacity and shall assist the Chairman of the Board in the administration and operation of the Corporation’s business and general supervision of its policies and affairs. The President shall, in the absence of or because of the inability to act of the Chairman of the Board, perform all duties of the Chairman of the Board and preside at all meetings of stockholders and of the Board of Directors. The President may sign, alone or with the Secretary, or an Assistant Secretary, or any other proper officer of the Corporation authorized by the Board of Directors, certificates, contracts, and other instruments of the Corporation as authorized by the Board of Directors.

Section 4.6 Vice Presidents. Each Vice President shall have such powers and perform such duties as from time to time may be assigned to him or her by the Board of Directors or be delegated to him or her by the President. The Board of Directors may assign to any Vice President general supervision and charge over any territorial or functional division of the business and affairs of the Corporation.

Section 4.7 Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors and all other notices required by law or by these By-laws, and in case of the Secretary’s absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman of the Board, the Chief Executive Officer, or by the Board of Directors, upon whose request the meeting is called as provided in these By-laws. The Secretary shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors, the Chairman of the Board or the Chief Executive Officer. The Secretary shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chairman of the Board or the Chief Executive Officer, and attest to the same.

Section 4.8 Removal. Any officer elected by the Board of Directors may be removed by a majority of the members of the Whole Board whenever, in their judgment, the best interests of the Corporation would be served thereby. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of such officer’s successor or such officer’s death, resignation or removal, whichever event shall first occur, except as otherwise provided in an employment contract or an employee plan.

Section 4.9 Vacancies. A newly created office and a vacancy in any office because of death, resignation, or removal may be filled by the Board of Directors for the unexpired portion of the term at any meeting of the Board of Directors.

ARTICLE V.

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

(A) The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the appropriate officers of the Corporation may from time to time prescribe, unless it shall be determined by, or pursuant to, a resolution adopted by the Board of Directors that the shares representing such interest be uncertificated. The shares of the stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof in person or by such person’s attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

(B) The certificates of stock shall be signed, countersigned and registered in such manner as the Board of Directors may by resolution prescribe, which resolution may permit all or any of the signatures on such certificates to be in facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

ARTICLE VI.

MISCELLANEOUS PROVISIONS

Section 6.1 Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 6.2 Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation.

Section 6.3 Seal. The corporate seal may bear in the center the emblem of some object, and shall have inscribed thereunder the words “Corporate Seal” and around the margin thereof the words “Tupperware Brands Corporation - Delaware.”

Section 6.4 Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of DGCL, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or of the Board of Directors need be specified in any waiver of notice of such meeting.

Section 6.5 Audits. The accounts, books and records of the Corporation shall be audited upon the conclusion of each fiscal year by an independent certified public accountant selected by the Board of Directors, and it shall be the duty of the Board of Directors to cause such audit to be made annually.

Section 6.6 Resignations. Any director or any officer, whether elected or appointed, may resign at any time by serving written notice of such resignation on the Chairman of the Board of Directors, the Chief Executive Officer, the President, if any, or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board of Directors, the Chief Executive Officer, the President, if any, or the Secretary or at such later date specified in the notice or upon the happening of an event stated therein. Unless otherwise provided in such resignation, no formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.

Section 6.7 Indemnification and Insurance. (A) Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of any other corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a

director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph (B) of Section 6.7 of these By-laws with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) initiated by such person was authorized by the Board of Directors.

(B) If a claim under paragraph (A) of this By-law is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant also shall be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(C) Following any “change of control” of the Corporation of the type required to be reported under Item 1 of Form 8-K promulgated under the Exchange Act, any determination as to entitlement to indemnification shall be made by independent legal counsel selected by the claimant which independent legal counsel shall be retained by the Board of Directors on behalf of the Corporation.

(D) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this By-law shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

(E) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

(F) The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any agent of the Corporation to the fullest extent of the provisions of this By-law with respect to the indemnification and advancement of expenses of directors, officers and employees of the Corporation.

(G) The right to indemnification conferred in this By-law shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this By-law or otherwise.

(H) Any amendment or repeal of this Article VI shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such amendment or repeal.

ARTICLE VII.

AMENDMENTS

Section 7.1 Amendments. These By-laws may be amended, added to, rescinded or repealed at any meeting of the Board of Directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting; provided, however, that, in the case of amendments by stockholders, notwithstanding any other provisions of these By-laws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the stock required by law, the Certificate of Incorporation or these By-laws, the affirmative vote of the holders of a majority of the voting power of the capital stock outstanding and entitled to vote thereon, voting together as a single class, shall be required to alter, amend or repeal any provision of these By-laws.

By-laws (Revised November 2018)

EX-31.1

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Patricia A. Stitzel, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tupperware Brands Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 2, 2018	/s/ Patricia A. Stitzel
		Patricia A. Stitzel
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Michael S. Poteshman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tupperware Brands Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 2, 2018	/s/ Michael S. Poteshman
		Michael S. Poteshman
		Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Form of Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

I, Patricia A. Stitzel, the chief executive officer of Tupperware Brands Corporation, certify that, to the best of my knowledge, (i) the Form 10-Q for the quarter ended September 29, 2018 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Tupperware Brands Corporation.

/s/ Patricia A. Stitzel

President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Tupperware Brands Corporation and will be retained by Tupperware Brands Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Date: November 2, 2018

EX-32.2

Exhibit 32.2

Form of Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

I, Michael S. Poteshman, the chief financial officer of Tupperware Brands Corporation, certify that, to the best of my knowledge, (i) the Form 10-Q for the quarter ended September 29, 2018 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Tupperware Brands Corporation.

/s/ Michael S. Poteshman

Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Tupperware Brands Corporation and will be retained by Tupperware Brands Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Date: November 2, 2018

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 29, 2018	Oct. 29, 2018
Document Information [Line Items]
Entity Registrant Name	TUPPERWARE BRANDS CORP
Entity Central Index Key	0001008654
Trading Symbol	TUP
Current Fiscal Year End Date	--12-29
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 29, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		48,580,895

XML

Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Net sales	$ 485.8	$ 539.5	$ 1,563.8	$ 1,667.2
Cost of products sold	164.1	182.7	516.6	543.0
Gross margin	321.7	356.8	1,047.2	1,124.2
Delivery, sales and administrative expense	253.0	283.5	815.0	880.4
Re-engineering and impairment charges	3.0	9.0	12.7	43.9	[1]
Impairment of goodwill	0.0	0.0	0.0	62.9
Gains on disposal of assets	1.5	4.1	16.1	7.3
Operating income	67.2	68.4	235.6	144.3
Interest income	0.6	0.8	2.0	2.0
Interest expense	11.3	11.5	34.3	34.7
Other (income) expense	(0.6)	1.3	(0.8)	3.7
Income before income taxes	57.1	56.4	204.1	107.9
Provision for income taxes	18.0	25.0	65.5	46.8
Net income	$ 39.1	$ 31.4	$ 138.6	$ 61.1
Earnings per share:
Basic	$ 0.79	$ 0.62	$ 2.75	$ 1.20
Diluted	$ 0.79	$ 0.61	$ 2.74	$ 1.19
Weighted-average shares outstanding:
Basic	49.3	50.9	50.3	50.8
Diluted	49.4	51.3	50.5	51.3
Dividends declared per common share	$ 0.68	$ 0.68	$ 2.04	$ 2.04

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

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Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 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, respectively	0.4	(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

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Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Deferred gain (loss) on cash flow hedges, tax (benefit) provision	$ 0.2	$ 0.2	$ 0.5	$ (1.6)
Pension and other post retirement costs, tax (provision) benefit	$ 0.0	$ 0.6	$ 0.0	$ 2.0

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Sep. 29, 2018	Dec. 30, 2017
ASSETS
Cash and cash equivalents	$ 117.6	$ 144.1
Accounts receivable, less allowances of $44.7 and $38.2, respectively	157.9	144.4
Inventories	279.6	262.2
Non-trade amounts receivable, net	46.0	58.6
Prepaid expenses and other current assets	28.0	21.2
Total current assets	629.1	630.5
Deferred income tax benefits, net	266.6	278.0
Property, plant and equipment, net	274.2	278.2
Long-term receivables, less allowances of $17.8 and $16.5, respectively	18.4	19.3
Trademarks and tradenames, net	55.7	62.5
Goodwill	77.2	78.9
Other assets, net	43.4	40.6
Total assets	1,364.6	1,388.0
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	87.9	124.4
Short-term borrowings and current portion of long-term debt and capital lease obligations	332.3	133.0
Accrued liabilities	362.4	401.4
Total current liabilities	782.6	658.8
Long-term debt and capital lease obligations	603.8	605.1
Other liabilities	212.8	243.5
Shareholders' deficit:
Preferred stock, $0.01 par value, 200,000,000 shares authorized; none issued	0.0	0.0
Common stock, $0.01 par value, 600,000,000 shares authorized; 63,607,090 shares issued	0.6	0.6
Paid-in capital	220.9	217.8
Retained earnings	1,079.2	1,043.1
Treasury stock, 15,026,195 and 12,549,392 shares, respectively, at cost	(945.5)	(851.5)
Accumulated other comprehensive loss	(589.8)	(529.4)
Total shareholders' deficit	(234.6)	(119.4)
Total liabilities and shareholders' deficit	$ 1,364.6	$ 1,388.0

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Sep. 29, 2018	Dec. 30, 2017
Accounts receivable, allowances	$ 44.7	$ 38.2
Long-term receivables, allowances	$ 17.8	$ 16.5
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	200,000,000	200,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	63,607,090	63,607,090
Treasury stock, shares	15,026,195	12,549,392

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	9 Months Ended
	Sep. 29, 2018	Sep. 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 equipment	36.5	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 options	0.3	9.9
Repurchase of common stock	(101.3)	(0.6)
Repayment of capital lease obligations	(1.6)	(1.6)
Net change in short-term debt	200.7	76.1
Net cash used in financing activities	(6.0)	(20.1)
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	(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 year	147.2	96.0
Cash, cash equivalents and restricted cash at end of period	$ 122.6	$ 123.4

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 29, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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 and cash flows prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. Operating results of any interim period presented herein are not necessarily indicative of the results that may be expected for a full fiscal year.

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

Revenue Recognition: On December 31, 2017, the Company adopted new guidance on revenue from contracts with customers using the modified retrospective method. There was no impact on beginning retained earnings from the adoption as of December 31, 2017. Results for reporting periods beginning December 31, 2017 are presented under the new guidance, while prior period amounts continue to be reported in accordance with previous guidance without revision.

Under the new guidance, the contract is defined as the order received from the Company's customer who, in most cases, is one of the Company's independent distributors or a member of its independent sales force. Revenue is recognized when control of the product passes to the customer, which is upon shipment, and is recognized at the amount that reflects the consideration the Company expects to receive for the products sold, including various forms of discounts.  Generally, payment is either received in advance or in a relatively short period of time following shipment. When revenue is recorded, estimates of returns are made and recorded as a reduction of revenue. Contracts with customers are evaluated to determine if there are separate performance obligations 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 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 impact to 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. Refer to disaggregation information included in Note 9 to the Consolidated Financial Statements.

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 millionof 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.

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Shipping and Handling Costs

9 Months Ended

Sep. 29, 2018

Shipping and Handling Costs [Abstract]

Shipping and Handling Costs

Shipping and Handling Costs

The cost of products sold line item includes costs related to the purchase and manufacture of goods sold by the Company. Among these costs are inbound freight charges, duties, purchasing and receiving costs, inspection costs, depreciation expense, internal transfer costs and warehousing costs of raw material, work in process and packing materials. The warehousing and distribution costs of finished goods are included in delivery, sales and administrative expense (“DS&A”). Distribution costs are comprised of outbound freight and associated labor costs. Fees billed to customers associated with the distribution of products are classified as revenue. The distribution costs included in DS&A expense were $32.5 million and $35.0 million for the third quarters of 2018 and 2017, respectively, and $103.8 million and $105.5 million for the respective year-to-date periods.

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Promotional Costs

9 Months Ended

Sep. 29, 2018

Promotional Costs [Abstract]

Promotional Costs

Promotional Costs

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

The Company accrues for the costs of these awards during the period over which the sales force qualifies for the award and reports these costs primarily as a component of DS&A expense. These accruals require estimates as to the cost of the awards, based upon estimates of achievement and actual cost to be incurred. During the qualification period, actual results are monitored, and changes to the original estimates are made when known. Promotional and other sales force compensation expenses included in DS&A expense totaled $73.0 million and $86.4 million for the third quarters of 2018 and 2017, respectively, and $244.1 million and $274.0 million for the respective year-to-date periods.

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Inventories

9 Months Ended

Sep. 29, 2018

Inventory, Net [Abstract]

Inventories

Inventories

(In millions)	September 29, 2018		December 30, 2017
Finished goods	$	221.8	$	203.5
Work in process	25.9		26.0
Raw materials and supplies	31.9		32.7
Total inventories	$	279.6	$	262.2

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Net Income Per Common Share

9 Months Ended

Sep. 29, 2018

Earnings Per Share [Abstract]

Net Income Per Common Share

Net Income Per Common Share

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

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

	13 weeks ended				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 outstanding	49.3		50.9		50.3		50.8
Common equivalent shares:
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance share units	0.1		0.4		0.2		0.5
Weighted average common and common equivalent shares outstanding	49.4		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-dilutive	3.3		1.0		2.8		1.0

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Accumulated Other Comprehensive Loss

9 Months Ended

Sep. 29, 2018

Accumulated Other Comprehensive Loss [Abstract]

Accumulated Other Comprehensive Loss

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 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 31, 2016	$	(544.3	)	$	4.9		$	(32.1	)	$	(571.5	)
Other comprehensive income (loss) before reclassifications	55.1			(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 gains of $4.2 million and $1.0 million for the year-to-date periods ended September 29, 2018 and September 30, 2017, respectively. Associated with these items were tax provisions of $1.1 million and $0.4 million, respectively. See Note 11 for further discussion of derivatives.

For the year-to-date periods ended September 29, 2018 and September 30, 2017, pretax amounts reclassified from accumulated other comprehensive loss related to pension and other post-retirement items consisted of prior service benefits of $0.6 million and $1.1 million, actuarial losses of $0.3 million and $1.1 million, and pension settlement costs of $0.6 million and $0.9 million, respectively. Associated with these items was a tax provision of $0.1 million in 2018 and benefit of $0.2 million in 2017. See Note 13 to the Consolidated Financial Statements for further discussion of pension and other post-retirement benefit costs.

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Re-engineering and Impairment Costs

9 Months Ended

Sep. 29, 2018

Restructuring Charges [Abstract]

Re-engineering and Impairment Costs

Re-engineering and Impairment Costs

The Company recorded $3.0 million and $9.0 million in re-engineering charges during the third quarters of 2018 and 2017, respectively, and $12.7 million and $43.9 million for the respective year-to-date periods.

In 2018 and 2017, the re-engineering and impairment charges incurred were primarily related to severance costs and restructuring actions taken in connection with the Company's plans, through 2019, to rationalize its supply chain and to adjust the cost base of several marketing units. The restructuring charges also relate to the Company's decision to wind-down the Beauticontrol reporting unit in 2017. 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-engineering costs to require cash outflows, and for these to be funded with cash flow from operations as well as asset sales as a result of the restructuring actions, notwithstanding the timing during each fiscal year in which the Company generates the majority of its cash. Of the total costs, the Company estimates that about 65 percent relates to severance and benefits related to headcount reductions, while the balance is predominantly related 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 write-offs of excess assets for which there are not expected to be disposal proceeds.

The re-engineering charges by segment during the third quarter and year-to-date period ended September 29, 2018 were as follows:

	Third Quarter		Year-to-Date
(In millions)	2018		2018
Europe	$	0.5	$	7.0
Asia Pacific	—		0.8
North America	1.8		3.8
South America	0.7		1.1
Total re-engineering charges	$	3.0	$	12.7

The balances included in accrued liabilities related to re-engineering and impairment charges as of September 29, 2018 and December 30, 2017 were as follows:

(In millions)	September 29, 2018			December 30, 2017
Beginning of the year balance	$	45.4		$	1.6
Provision	12.7			63.7
Non-cash charges	(0.5		)	(0.4		)
Adjustments	5.5			—
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

The accrual balance as of September 29, 2018, related primarily to severance payments to be made through the second quarter of 2019. Adjustments to the re-engineering accrual in the table above relate to short-term pension obligations extinguished and re-classified in connection with severance obligations to be paid as part of the closure of the supply chain facility in France.

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Goodwill and Intangible Assets

9 Months Ended

Sep. 29, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

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 2018 and 2017, the Company completed the annual assessments for all of its reporting units and indefinite-lived intangible assets, concluding there were no impairments.

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 as of the end of May 2017, recording an impairment charge of $62.9 million. The remaining goodwill in Fuller Mexico is $17.8 million.

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Segment Information

9 Months Ended

Sep. 29, 2018

Segment Reporting [Abstract]

Segment Information

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 million and $86.8 million in the third quarters of 2018 and 2017, respectively, and $214.9 million and $253.1 million in the respective year-to-date periods.

	13 weeks ended						39 weeks ended
(In millions)	September 29, 2018			September 30, 2017			September 29, 2018			September 30, 2017
Net sales:
Europe	$	112.3		$	110.8		$	388.9		$	395.7
Asia Pacific	170.0			184.4			522.2			545.2
North America	123.3			139.1			395.1			412.2
South America	80.2			105.2			257.6			314.1
Total net sales	$	485.8		$	539.5		$	1,563.8		$	1,667.2
Segment profit (loss):
Europe	$	1.0		$	(2.4	)	$	28.5		$	29.4
Asia Pacific	43.7			49.5			127.0			135.7
North America	17.6			15.7			59.3			52.2
South America	15.6			23.6			50.7			69.7
Total segment profit	$	77.9		$	86.4		$	265.5		$	287.0
Unallocated expenses	(8.6		)	(14.4		)	(32.5		)	(46.9		)
Re-engineering and impairment charges (a)	(3.0		)	(9.0		)	(12.7		)	(43.9		)
Impairment of goodwill	—			—			—			(62.9		)
Gains on disposal of assets	1.5			4.1			16.1			7.3
Interest expense, net	(10.7		)	(10.7		)	(32.3		)	(32.7		)
Income before taxes	$	57.1		$	56.4		$	204.1		$	107.9

(In millions)	September 29, 2018		December 30, 2017
Identifiable assets:
Europe	$	303.0	$	308.5
Asia Pacific	280.3		297.2
North America	318.5		266.3
South America	132.8		138.6
Corporate	330.0		377.4
Total identifiable assets	$	1,364.6	$	1,388.0

_________________________

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

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Debt

9 Months Ended

Sep. 29, 2018

Debt Disclosure [Abstract]

Debt

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 lease	5.8		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

As of September 29, 2018, the Company had a weighted average interest rate on outstanding LIBOR-based borrowings of 2.0 percent under its multicurrency Amended and Restated Credit Agreement (“Credit Agreement”) that has a final maturity date of June 9, 2020.

At September 29, 2018, the Company had $350.6 million of unused lines of credit, including $268.0 million under the committed, secured Credit Agreement, and $82.6 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.

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Derivative Instruments and Hedging Activities

9 Months Ended

Sep. 29, 2018

General Discussion of Derivative Instruments and Hedging Activities [Abstract]

Derivative Instruments and Hedging Activities

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, the Company excludes forward points, which are considered to be a component of interest expense. The forward points on fair value hedges resulted in pretax gains of $4.3 million and $5.9 million in the third quarters of 2018 and 2017, respectively, and $15.1 million and $16.1 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. At initiation, the Company's cash flow hedge contracts are generally for periods ranging from one to fifteen months. The effective portion of the gain or loss on the hedging instrument is recorded in other comprehensive income and is reclassified into earnings as the transactions being hedged are recorded. As such, the balance at the end of the current reporting period in other comprehensive income, related to cash flow hedges, will generally be reclassified into earnings within the next twelve months. The associated asset or liability on the open hedges is recorded in other current assets or accrued liabilities, as applicable. In assessing hedge effectiveness, the Company excludes forward points, which are included as a component of interest expense.

The Company also uses financial instruments, such as forward contracts and certain euro denominated borrowings under 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 loss of $1.1 million and gain of $12.9 million associated with these hedges in the third quarter and year-to-date period of 2018 and losses of $3.8 million and $35.9 million for the respective periods of 2017. Due to the permanent nature of the investments, the Company does not anticipate reclassifying any portion of these amounts to the income statement in the next twelve months. In assessing hedge effectiveness, the Company excludes forward points, which are included as a component of interest expense.

While the forward contracts used for net equity and fair value hedges of non-permanent intercompany balances mitigate its exposure to foreign exchange gains or losses, they result in an impact to operating cash flows as they are settled, whereas the hedged items do not generate offsetting cash flows. The net cash flow impact of these currency hedges for the year-to-date periods ended September 29, 2018 and September 30, 2017 were inflows 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, 2018 and December 30, 2017, the notional amounts of outstanding forward contracts to purchase currencies were $121.3 million and $111.1 million, respectively, and the notional amounts of outstanding forward contracts to sell currencies were $101.1 million and $112.1 million, respectively. As of September 29, 2018, the notional values of the largest positions outstanding were to purchase $57.1 million of U.S. dollars and $29.1 million of euros and to sell $29.5 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, 2018 and December 30, 2017. Fair values were determined based on third party quotations (Level 2 fair value measurement):

	Asset derivatives					Liability derivatives
		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
Foreign exchange contracts	Non-trade amounts receivable	$	19.7	$	32.2	Accrued liabilities	$	14.8	$	29.6

The following table summarizes the impact of the Company's fair value hedging positions on the results of operations for the third quarters of 2018 and 2017:

Derivatives designated as fair value hedges (in millions)	Location of gain or (loss) recognized in income on derivatives	Amount of gain or (loss) recognized in income on derivatives				Location of gain or (loss) recognized in income on related hedged items	Amount of gain or (loss) recognized in income on related hedged items
		2018		2017			2018			2017
Foreign exchange contracts	Other expense	$	3.4	$	2.1	Other expense	$	(3.4	)	$	(2.1	)

The following table summarizes the impact of the Company's hedging activities on comprehensive income for the third quarters of 2018 and 2017:

Cash flow and net equity hedges (in millions)	Amount of gain or (loss) recognized in OCI (effective portion)						Location of gain or (loss) reclassified from accumulated OCI into income (effective portion)	Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion)					Location of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)	Amount of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
Cash flow hedging relationships	2018			2017				2018		2017				2018			2017
Foreign exchange contracts	$	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 29, 2018 and September 30, 2017:

Derivatives designated as fair value hedges (in millions)	Location of gain or (loss) recognized in income on derivatives	Amount of gain or (loss) recognized in income on derivatives					Location of gain or (loss) recognized in income on related hedged items	Amount of gain or (loss) recognized in income on related hedged items
		2018			2017			2018		2017
Foreign exchange contracts	Other expense	$	(11.4	)	$	40.3	Other expense	$	10.8	$	(40.2	)

The following table summarizes the impact of the Company's hedging activities on comprehensive income for the year-to-date periods ended September 29, 2018 and September 30, 2017:

Cash flow and net equity hedges (in millions)	Amount of gain or (loss) recognized in OCI (effective portion)					Location of gain or (loss) reclassified from accumulated OCI into income (effective portion)	Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion)				Location of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)	Amount of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
Cash flow hedging relationships	2018		2017				2018		2017			2018			2017
Foreign exchange contracts	$	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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Fair Value Measurements

9 Months Ended

Sep. 29, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Due to their short maturities or their insignificance, the carrying amounts of cash and cash equivalents, accounts and notes receivable, accounts payable, accrued liabilities and short-term borrowings approximated their fair values at September 29, 2018 and December 30, 2017. The Company estimates that, based on current market conditions, the value of its 4.75%, 2021 senior notes was $611.6 million at September 29, 2018, compared with the carrying value of $599.6 million. The higher fair value resulted from changes, since issuance, in the corporate debt markets and investor preferences. The fair value of debt is classified as a Level 2 liability, and is estimated using quoted market prices as provided in secondary markets that consider the Company's credit risk and market related conditions. See Note 11 to the Consolidated Financial Statements for discussion of the Company's derivative instruments and related fair value measurements.

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Retirement Benefit Plans

9 Months Ended

Sep. 29, 2018

Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract]

Retirement Benefit Plans

Retirement Benefit Plans

Components of net periodic benefit cost for the third quarters and year-to-date periods ended September 29, 2018 and September 30, 2017 were as follows:

	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 cost	1.4			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/curtailment	0.2			0.1			—			—			0.6			0.9			—			—
Net amortization	0.4			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 29, 2018 and September 30, 2017, approximately $0.3 million and $0.9 million of pretax expense, respectively, were reclassified from other comprehensive income to a component of net periodic benefit cost. As they relate to non-U.S. plans, the Company uses current exchange rates to make these reclassifications. The impact of exchange rate fluctuations is included on the net amortization line of the table above. The Company included $1.5 million and $2.0 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, 2018 and September 30, 2017, respectively.

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Income Taxes

9 Months Ended

Sep. 29, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The effective tax rates for thethirdquarter and year-to-date periods of 2018 were 31.6 percent and 32.1 percent compared with 44.3 percent and 43.4 percent for the comparable 2017 periods. The tax rate for the second quarter of 2018 was28.1 percent. The increase in the rate from the second quarter to the third quarter of 2018, was the result of a change in 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 and subject to continuing regulatory interpretation by the U.S. Internal Revenue Service (“IRS”). The Company is required to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company’s accounting policy election with respect to the new GILTI Tax rules will depend, in part, on further guidance issued by the IRS, and on analyzing its global income to determine whether it can reasonably estimate the tax impact. While the Company has included an estimate of GILTI in its estimated effective tax rate for 2018, it has not completed its analysis and is not yet able to determine which method to elect. Adjustments related to the amount of GILTI Tax recorded in its Consolidated Financial Statements may be required based on the outcome of this election.

As of September 29, 2018 and December 30, 2017, the Company's accrual for uncertain tax positions was $14.9 million and $19.8 million, respectively. The decrease in the accrual for uncertain tax positions was primarily due to expired statute of limitation and audit closures in various jurisdictions. The Company estimates that as of September 29, 2018, approximately $14.6 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 million and $7.3 million as of the periods ended September 29, 2018 and December 30, 2017, respectively.

The Company estimates that it may settle one or more audits in the next twelve months that may result in cash payments decreasing the amount of accrual for uncertain tax positions by up to $2.0 million. For the remaining balance as of September 29, 2018, 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.

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Statement of Cash Flow Supplemental Disclosure

9 Months Ended

Sep. 29, 2018

Supplemental Cash Flow Elements [Abstract]

Statement of Cash Flow Supplemental Disclosure

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 29, 2018 and September 30, 2017, 22,494 and 9,256 shares, respectively, were retained to fund withholding taxes, with values totaling $1.1 million and $0.6 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 long-term other assets.

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Stock Based Compensation

9 Months Ended

Sep. 29, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Based Compensation

Stock Based Compensation

Stock option activity for 2018 is summarized in the following table:

	Shares subject to option		Weighted average exercise price per share		Aggregate intrinsic value (in millions)
Outstanding at December 30, 2017	3,045,316		$	58.96
Granted	69,736		47.05
Expired / Forfeited	(6,594	)	58.12
Exercised	(19,047	)	25.46
Outstanding at September 29, 2018	3,089,411		$	58.90	$	—
Exercisable at September 29, 2018	1,784,764		$	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.

The Company also has time-vested, performance-vested and market-vested share awards. The activity for such awards in 2018 is summarized in the following table:

	Shares outstanding		Weighted average grant date fair value
December 30, 2017	635,507		$	58.59
Time-vested shares granted	57,420		43.55
Market-vested shares granted	24,571		63.48
Performance shares granted	92,621		50.51
Performance share adjustments	(97,084	)	53.99
Vested	(95,406	)	70.97
Forfeited	(36,458	)	59.02
September 29, 2018	581,171		$	54.73

Compensation expense related to the Company's stock-based compensation for the third quarter and year-to-date periods ended September 29, 2018 and September 30, 2017 were as follows:

	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 awards	2.8		4.2		8.1		11.9

As of September 29, 2018, total unrecognized stock-based compensation expense related to all stock based awards was $18.3 million, which is expected to be recognized over a weighted average period of 1.7 years.

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Allowance for Long-Term Receivables

9 Months Ended

Sep. 29, 2018

Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract]

Allowance For Long-Term Receivables

Allowance for Long-Term Receivables

As of September 29, 2018, $17.2 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, 2018 was as follows:

(In millions)
Balance at December 30, 2017	$	16.5
Write-offs	(0.5		)
Provision and reclassifications	2.1
Currency translation adjustment	(0.3		)
Balance at September 29, 2018	$	17.8

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Guarantor Information

9 Months Ended

Sep. 29, 2018

Guarantor Information [Abstract]

Guarantor Information

Guarantor Information

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

Condensed consolidated financial information as of September 29, 2018 and December 30, 2017 and for the quarter and year-to-date periods ended September 29, 2018 and September 30, 2017 for the Company (the "Parent"), the Guarantor and all other subsidiaries (the "Non-Guarantors") is as follows.

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

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 expense	3.3			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 income	5.2			0.4		10.6			(15.6		)	0.6
Interest expense	9.2			15.4		2.3			(15.6		)	11.3
Income from equity investments in subsidiaries	44.7			61.9		—			(106.6		)	—
Other expense (income)	(0.3		)	7.7		(8.0		)	—			(0.6		)
Income (loss) before income taxes	37.7			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

Consolidating Statement of Income

	13 weeks ended September 30, 2017
(In millions)	Parent			Guarantor			Non-Guarantors		Eliminations			Total
Net sales	$	—		$	—		$	541.5	$	(2.0	)	$	539.5
Other revenue	—			28.4			7.5		(35.9		)	—
Cost of products sold	—			7.4			211.1		(35.8		)	182.7
Gross margin	—			21.0			337.9		(2.1		)	356.8
Delivery, sales and administrative expense	4.6			21.4			259.6		(2.1		)	283.5
Re-engineering and impairment charges	—			0.7			8.3		—			9.0
Gains on disposal of assets	—			—			4.1		—			4.1
Operating income (loss)	(4.6		)	(1.1		)	74.1		—			68.4
Interest income	5.1			0.5			10.4		(15.2		)	0.8
Interest expense	9.4			15.3			2.0		(15.2		)	11.5
Income from equity investments in subsidiaries	35.8			46.9			—		(82.7		)	—
Other expense (income)	(0.5		)	(0.2		)	2.0		—			1.3
Income before income taxes	27.4			31.2			80.5		(82.7		)	56.4
Provision (benefit) for income taxes	(4.0		)	(2.5		)	31.5		—			25.0
Net income	$	31.4		$	33.7		$	49.0	$	(82.7	)	$	31.4
Comprehensive income	$	33.0		$	38.3		$	52.3	$	(90.6	)	$	33.0

Consolidating Statement of Income

	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 expense	9.6			64.1			743.3			(2.0		)	815.0
Re-engineering and impairment charges	—			1.8			10.9			—			12.7
Gains on disposal of assets	—			—			16.1			—			16.1
Operating income (loss)	(9.6		)	(13.5		)	258.7			—			235.6
Interest income	15.4			1.5			32.5			(47.4		)	2.0
Interest expense	28.7			46.7			6.3			(47.4		)	34.3
Income from equity investments in subsidiaries	155.8			203.6			—			(359.4		)	—
Other expense (income)	(1.1		)	5.2			(4.9		)	—			(0.8		)
Income before income taxes	134.0			139.7			289.8			(359.4		)	204.1
Provision (benefit) 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

Consolidating Statement of Income

	39 weeks ended September 30, 2017
(In millions)	Parent			Guarantor			Non-Guarantors			Eliminations			Total
Net sales	$	—		$	—		$	1,672.2		$	(5.0	)	$	1,667.2
Other revenue	—			86.6			22.5			(109.1		)	—
Cost of products sold	—			22.4			627.8			(107.2		)	543.0
Gross margin	—			64.2			1,066.9			(6.9		)	1,124.2
Delivery, sales and administrative expense	13.0			67.8			806.5			(6.9		)	880.4
Re-engineering and impairment charges	—			1.4			42.5			—			43.9
Impairment of goodwill and intangible assets	—			—			62.9			—			62.9
Gains on disposal of assets	—			—			7.3			—			7.3
Operating income (loss)	(13.0		)	(5.0		)	162.3			—			144.3
Interest income	15.3			1.5			28.2			(43.0		)	2.0
Interest expense	27.5			44.2			6.0			(43.0		)	34.7
Income from equity investments in subsidiaries	75.7			127.5			—			(203.2		)	—
Other expense (income)	(1.5		)	24.8			(19.6		)	—			3.7
Income before income taxes	52.0			55.0			204.1			(203.2		)	107.9
Provision (benefit) for income taxes	(9.1		)	(14.8		)	70.7			—			46.8
Net income	$	61.1		$	69.8		$	133.4		$	(203.2	)	$	61.1
Comprehensive income	$	105.7		$	122.9		$	207.0		$	(329.9	)	$	105.7

Condensed Consolidating Balance Sheet

	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 receivables	87.3			1,346.3		277.8		(1,711.4		)	—
Prepaid expenses and other current assets	1.4			6.2		61.7		(41.3		)	28.0
Total current assets	88.7			1,365.7		927.4		(1,752.7		)	629.1
Deferred income tax benefits, net	33.4			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 subsidiaries	1,273.2			1,345.7		—		(2,618.9		)	—
Intercompany notes receivable	509.9			96.1		1,075.6		(1,681.6		)	—
Other assets, net	0.3			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 obligations	175.3			—		157.0		—			332.3
Intercompany payables	1,266.3			272.4		172.7		(1,711.4		)	—
Accrued liabilities	54.1			51.0		298.6		(41.3		)	362.4
Total current liabilities	1,495.7			326.1		713.5		(1,752.7		)	782.6
Long-term debt and capital lease obligations	599.6			—		4.2		—			603.8
Intercompany notes payable	35.1			1,341.3		305.2		(1,681.6		)	—
Other liabilities	9.7			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

Condensed Consolidating Balance Sheet

	December 30, 2017
(In millions)	Parent			Guarantor		Non-Guarantors		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—		$	0.1	$	144.0	$	—		$	144.1
Accounts receivable, net	—			—		144.4		—			144.4
Inventories	—			—		262.2		—			262.2
Non-trade amounts receivable, net	—			179.2		79.4		(200.0		)	58.6
Intercompany receivables	300.8			1,101.9		255.4		(1,658.1		)	—
Prepaid expenses and other current assets	1.1			2.1		82.2		(64.2		)	21.2
Total current assets	301.9			1,283.3		967.6		(1,922.3		)	630.5
Deferred income tax benefits, net	33.4			72.6		172.0		—			278.0
Property, plant and equipment, net	—			54.9		223.3		—			278.2
Long-term receivables, net	—			0.2		19.1		—			19.3
Trademarks and tradenames, net	—			—		62.5		—			62.5
Goodwill	—			2.9		76.0		—			78.9
Investments in subsidiaries	1,174.9			1,371.0		—		(2,545.9		)	—
Intercompany notes receivable	498.4			100.0		968.9		(1,567.3		)	—
Other assets, net	0.6			0.7		69.8		(30.5		)	40.6
Total assets	$	2,009.2		$	2,885.6	$	2,559.2	$	(6,066.0	)	$	1,388.0
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	—		$	3.1	$	121.3	$	—		$	124.4
Short-term borrowings and current portion of long-term debt and capital lease obligations	131.1			—		1.9		—			133.0
Intercompany payables	1,013.4			436.1		208.6		(1,658.1		)	—
Accrued liabilities	287.0			80.4		298.2		(264.2		)	401.4
Total current liabilities	1,431.5			519.6		630.0		(1,922.3		)	658.8
Long-term debt and capital lease obligations	599.5			—		5.6		—			605.1
Intercompany notes payable	88.5			1,172.0		306.8		(1,567.3		)	—
Other liabilities	9.1			75.6		189.3		(30.5		)	243.5
Shareholders' equity (deficit)	(119.4		)	1,118.4		1,427.5		(2,545.9		)	(119.4		)
Total liabilities and shareholders' equity	$	2,009.2		$	2,885.6	$	2,559.2	$	(6,066.0	)	$	1,388.0

Condensed Consolidating Statement of Cash Flows

	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 options	0.3			—			—			—			0.3
Repurchase of common stock	(101.3		)	—			—			—			(101.3		)
Repayment of capital lease obligations	—			—			(1.6		)	—			(1.6		)
Net change in short-term debt	45.0			—			155.7			—			200.7
Net intercompany borrowings	252.9			173.5			51.0			(477.4		)	—
Net cash provided by (used in) financing activities	92.8			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

Condensed Consolidating Statement of Cash Flows

	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 loans	48.8			(1.0		)	(71.0		)	23.2			—
Net cash provided by (used in) investing activities	48.8			(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 options	9.9			—			—			—			9.9
Repurchase of common stock	(0.6		)	—			—			—			(0.6		)
Repayment of capital lease obligations	—			—			(1.6		)	—			(1.6		)
Net change in short-term debt	76.2			—			—			(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

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New Accounting Pronouncements

9 Months Ended

Sep. 29, 2018

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Pronouncements

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 significant impact on the Company’s Consolidated Financial Statements.

In August 2018, the FASB issued an amendment to existing guidance on disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Under the amendment, the entity is required to disclose the weighted-average interest crediting rates used, reasons for significant gains & 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.

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 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 February 2016, the FASB issued an amendment to existing guidance on lease accounting that requires the assets and liabilities arising from operating leases be presented in the balance sheet. This guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. 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. The Company is in the process of gathering information to enable adoption, and identifying changes to its business processes and controls to support required reporting. As part of this, the Company is evaluating the specific impact of the adoption of this amendment on its Consolidated Financial Statements, though it does expect a significant increase in both assets and liabilities upon adoption due to recognition of right of use assets and related liabilities. Note 16 to Consolidated Financial Statements included in the Company's 2017 Annual Report on Form 10-K provides further details regarding the Company's undiscounted minimum rental commitments under non-cancelable operating leases.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 29, 2018

Accounting Policies [Abstract]

Basis of Presentation

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 and cash flows prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. Operating results of any interim period presented herein are not necessarily indicative of the results that may be expected for a full fiscal year.

Use of Estimates

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

Revenue Recognition: On December 31, 2017, the Company adopted new guidance on revenue from contracts with customers using the modified retrospective method. There was no impact on beginning retained earnings from the adoption as of December 31, 2017. Results for reporting periods beginning December 31, 2017 are presented under the new guidance, while prior period amounts continue to be reported in accordance with previous guidance without revision.

Under the new guidance, the contract is defined as the order received from the Company's customer who, in most cases, is one of the Company's independent distributors or a member of its independent sales force. Revenue is recognized when control of the product passes to the customer, which is upon shipment, and is recognized at the amount that reflects the consideration the Company expects to receive for the products sold, including various forms of discounts.  Generally, payment is either received in advance or in a relatively short period of time following shipment. When revenue is recorded, estimates of returns are made and recorded as a reduction of revenue. Contracts with customers are evaluated to determine if there are separate performance obligations 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 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 impact to 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. Refer to disaggregation information included in Note 9 to the Consolidated Financial Statements.

Foreign Currency Translation

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 millionof 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.

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Inventories (Tables)

9 Months Ended

Sep. 29, 2018

Inventory, Net [Abstract]

Components of Inventories

Inventories

(In millions)	September 29, 2018		December 30, 2017
Finished goods	$	221.8	$	203.5
Work in process	25.9		26.0
Raw materials and supplies	31.9		32.7
Total inventories	$	279.6	$	262.2

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Net Income Per Common Share (Tables)

9 Months Ended

Sep. 29, 2018

Earnings Per Share [Abstract]

Elements of Earnings per Share Computations

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

	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 outstanding	49.3		50.9		50.3		50.8
Common equivalent shares:
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance share units	0.1		0.4		0.2		0.5
Weighted average common and common equivalent shares outstanding	49.4		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-dilutive	3.3		1.0		2.8		1.0

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Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Sep. 29, 2018

Accumulated Other Comprehensive Income (Loss) [Line Items]

Rollforward of accumulated other comprehensive loss

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 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 31, 2016	$	(544.3	)	$	4.9		$	(32.1	)	$	(571.5	)
Other comprehensive income (loss) before reclassifications	55.1			(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	)

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Re-engineering and Impairment Costs (Tables)

9 Months Ended

Sep. 29, 2018

Restructuring Charges [Abstract]

Restructuring and Related Costs

The re-engineering charges by segment during the third quarter and year-to-date period ended September 29, 2018 were as follows:

	Third Quarter		Year-to-Date
(In millions)	2018		2018
Europe	$	0.5	$	7.0
Asia Pacific	—		0.8
North America	1.8		3.8
South America	0.7		1.1
Total re-engineering charges	$	3.0	$	12.7

Accrued Liabilities, Re-engineering and Impairment Charges Rollforward

The balances included in accrued liabilities related to re-engineering and impairment charges as of September 29, 2018 and December 30, 2017 were as follows:

(In millions)	September 29, 2018			December 30, 2017
Beginning of the year balance	$	45.4		$	1.6
Provision	12.7			63.7
Non-cash charges	(0.5		)	(0.4		)
Adjustments	5.5			—
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

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Segment Information (Tables)

9 Months Ended

Sep. 29, 2018

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

	13 weeks ended						39 weeks ended
(In millions)	September 29, 2018			September 30, 2017			September 29, 2018			September 30, 2017
Net sales:
Europe	$	112.3		$	110.8		$	388.9		$	395.7
Asia Pacific	170.0			184.4			522.2			545.2
North America	123.3			139.1			395.1			412.2
South America	80.2			105.2			257.6			314.1
Total net sales	$	485.8		$	539.5		$	1,563.8		$	1,667.2
Segment profit (loss):
Europe	$	1.0		$	(2.4	)	$	28.5		$	29.4
Asia Pacific	43.7			49.5			127.0			135.7
North America	17.6			15.7			59.3			52.2
South America	15.6			23.6			50.7			69.7
Total segment profit	$	77.9		$	86.4		$	265.5		$	287.0
Unallocated expenses	(8.6		)	(14.4		)	(32.5		)	(46.9		)
Re-engineering and impairment charges (a)	(3.0		)	(9.0		)	(12.7		)	(43.9		)
Impairment of goodwill	—			—			—			(62.9		)
Gains on disposal of assets	1.5			4.1			16.1			7.3
Interest expense, net	(10.7		)	(10.7		)	(32.3		)	(32.7		)
Income before taxes	$	57.1		$	56.4		$	204.1		$	107.9

(In millions)	September 29, 2018		December 30, 2017
Identifiable assets:
Europe	$	303.0	$	308.5
Asia Pacific	280.3		297.2
North America	318.5		266.3
South America	132.8		138.6
Corporate	330.0		377.4
Total identifiable assets	$	1,364.6	$	1,388.0

_________________________

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

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Debt (Tables)

9 Months Ended

Sep. 29, 2018

Debt Disclosure [Abstract]

Schedule of Total 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 lease	5.8		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.

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Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

Sep. 29, 2018

Derivative Instruments, Gain (Loss) [Line Items]

Schedule Of Company's Derivative Position And Its Impact On Company Table

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, 2018 and December 30, 2017. Fair values were determined based on third party quotations (Level 2 fair value measurement):

	Asset derivatives					Liability derivatives
		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
Foreign exchange contracts	Non-trade amounts receivable	$	19.7	$	32.2	Accrued liabilities	$	14.8	$	29.6

The following table summarizes the impact of the Company's fair value hedging positions on the results of operations for the third quarters of 2018 and 2017:

Derivatives designated as fair value hedges (in millions)	Location of gain or (loss) recognized in income on derivatives	Amount of gain or (loss) recognized in income on derivatives				Location of gain or (loss) recognized in income on related hedged items	Amount of gain or (loss) recognized in income on related hedged items
		2018		2017			2018			2017
Foreign exchange contracts	Other expense	$	3.4	$	2.1	Other expense	$	(3.4	)	$	(2.1	)

The following table summarizes the impact of the Company's hedging activities on comprehensive income for the third quarters of 2018 and 2017:

Cash flow and net equity hedges (in millions)	Amount of gain or (loss) recognized in OCI (effective portion)						Location of gain or (loss) reclassified from accumulated OCI into income (effective portion)	Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion)					Location of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)	Amount of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
Cash flow hedging relationships	2018			2017				2018		2017				2018			2017
Foreign exchange contracts	$	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 29, 2018 and September 30, 2017:

Derivatives designated as fair value hedges (in millions)	Location of gain or (loss) recognized in income on derivatives	Amount of gain or (loss) recognized in income on derivatives					Location of gain or (loss) recognized in income on related hedged items	Amount of gain or (loss) recognized in income on related hedged items
		2018			2017			2018		2017
Foreign exchange contracts	Other expense	$	(11.4	)	$	40.3	Other expense	$	10.8	$	(40.2	)

The following table summarizes the impact of the Company's hedging activities on comprehensive income for the year-to-date periods ended September 29, 2018 and September 30, 2017:

Cash flow and net equity hedges (in millions)	Amount of gain or (loss) recognized in OCI (effective portion)					Location of gain or (loss) reclassified from accumulated OCI into income (effective portion)	Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion)				Location of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)	Amount of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
Cash flow hedging relationships	2018		2017				2018		2017			2018			2017
Foreign exchange contracts	$	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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Retirement Benefit Plans (Tables)

9 Months Ended

Sep. 29, 2018

Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract]

Components of Net Periodic Benefit Cost

Components of net periodic benefit cost for the third quarters and year-to-date periods ended September 29, 2018 and September 30, 2017 were as follows:

	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 cost	1.4			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/curtailment	0.2			0.1			—			—			0.6			0.9			—			—
Net amortization	0.4			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	)

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Stock Based Compensation (Tables)

9 Months Ended

Sep. 29, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Option Activity

Stock option activity for 2018 is summarized in the following table:

	Shares subject to option		Weighted average exercise price per share		Aggregate intrinsic value (in millions)
Outstanding at December 30, 2017	3,045,316		$	58.96
Granted	69,736		47.05
Expired / Forfeited	(6,594	)	58.12
Exercised	(19,047	)	25.46
Outstanding at September 29, 2018	3,089,411		$	58.90	$	—
Exercisable at September 29, 2018	1,784,764		$	59.92	$	—

Time Vested, Performance Vested and Market Vested Share Awards Activity

The Company also has time-vested, performance-vested and market-vested share awards. The activity for such awards in 2018 is summarized in the following table:

	Shares outstanding		Weighted average grant date fair value
December 30, 2017	635,507		$	58.59
Time-vested shares granted	57,420		43.55
Market-vested shares granted	24,571		63.48
Performance shares granted	92,621		50.51
Performance share adjustments	(97,084	)	53.99
Vested	(95,406	)	70.97
Forfeited	(36,458	)	59.02
September 29, 2018	581,171		$	54.73

Schedule of Compensation Expense

Compensation expense related to the Company's stock-based compensation for the third quarter and year-to-date periods ended September 29, 2018 and September 30, 2017 were as follows:

	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 awards	2.8		4.2		8.1		11.9

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Allowance for Long-Term Receivables (Tables)

9 Months Ended

Sep. 29, 2018

Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract]

Allowance for Long-Term Receivables Rollforward

The balance of the allowance for long-term receivables as of September 29, 2018 was as follows:

(In millions)
Balance at December 30, 2017	$	16.5
Write-offs	(0.5		)
Provision and reclassifications	2.1
Currency translation adjustment	(0.3		)
Balance at September 29, 2018	$	17.8

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Guarantor Information (Tables)

9 Months Ended

Sep. 29, 2018

Guarantor Information [Abstract]

Consolidating Statement of Income

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 expense	3.3			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 income	5.2			0.4		10.6			(15.6		)	0.6
Interest expense	9.2			15.4		2.3			(15.6		)	11.3
Income from equity investments in subsidiaries	44.7			61.9		—			(106.6		)	—
Other expense (income)	(0.3		)	7.7		(8.0		)	—			(0.6		)
Income (loss) before income taxes	37.7			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

Consolidating Statement of Income

	13 weeks ended September 30, 2017
(In millions)	Parent			Guarantor			Non-Guarantors		Eliminations			Total
Net sales	$	—		$	—		$	541.5	$	(2.0	)	$	539.5
Other revenue	—			28.4			7.5		(35.9		)	—
Cost of products sold	—			7.4			211.1		(35.8		)	182.7
Gross margin	—			21.0			337.9		(2.1		)	356.8
Delivery, sales and administrative expense	4.6			21.4			259.6		(2.1		)	283.5
Re-engineering and impairment charges	—			0.7			8.3		—			9.0
Gains on disposal of assets	—			—			4.1		—			4.1
Operating income (loss)	(4.6		)	(1.1		)	74.1		—			68.4
Interest income	5.1			0.5			10.4		(15.2		)	0.8
Interest expense	9.4			15.3			2.0		(15.2		)	11.5
Income from equity investments in subsidiaries	35.8			46.9			—		(82.7		)	—
Other expense (income)	(0.5		)	(0.2		)	2.0		—			1.3
Income before income taxes	27.4			31.2			80.5		(82.7		)	56.4
Provision (benefit) for income taxes	(4.0		)	(2.5		)	31.5		—			25.0
Net income	$	31.4		$	33.7		$	49.0	$	(82.7	)	$	31.4
Comprehensive income	$	33.0		$	38.3		$	52.3	$	(90.6	)	$	33.0

Consolidating Statement of Income

	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 expense	9.6			64.1			743.3			(2.0		)	815.0
Re-engineering and impairment charges	—			1.8			10.9			—			12.7
Gains on disposal of assets	—			—			16.1			—			16.1
Operating income (loss)	(9.6		)	(13.5		)	258.7			—			235.6
Interest income	15.4			1.5			32.5			(47.4		)	2.0
Interest expense	28.7			46.7			6.3			(47.4		)	34.3
Income from equity investments in subsidiaries	155.8			203.6			—			(359.4		)	—
Other expense (income)	(1.1		)	5.2			(4.9		)	—			(0.8		)
Income before income taxes	134.0			139.7			289.8			(359.4		)	204.1
Provision (benefit) 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

Consolidating Statement of Income

	39 weeks ended September 30, 2017
(In millions)	Parent			Guarantor			Non-Guarantors			Eliminations			Total
Net sales	$	—		$	—		$	1,672.2		$	(5.0	)	$	1,667.2
Other revenue	—			86.6			22.5			(109.1		)	—
Cost of products sold	—			22.4			627.8			(107.2		)	543.0
Gross margin	—			64.2			1,066.9			(6.9		)	1,124.2
Delivery, sales and administrative expense	13.0			67.8			806.5			(6.9		)	880.4
Re-engineering and impairment charges	—			1.4			42.5			—			43.9
Impairment of goodwill and intangible assets	—			—			62.9			—			62.9
Gains on disposal of assets	—			—			7.3			—			7.3
Operating income (loss)	(13.0		)	(5.0		)	162.3			—			144.3
Interest income	15.3			1.5			28.2			(43.0		)	2.0
Interest expense	27.5			44.2			6.0			(43.0		)	34.7
Income from equity investments in subsidiaries	75.7			127.5			—			(203.2		)	—
Other expense (income)	(1.5		)	24.8			(19.6		)	—			3.7
Income before income taxes	52.0			55.0			204.1			(203.2		)	107.9
Provision (benefit) for income taxes	(9.1		)	(14.8		)	70.7			—			46.8
Net income	$	61.1		$	69.8		$	133.4		$	(203.2	)	$	61.1
Comprehensive income	$	105.7		$	122.9		$	207.0		$	(329.9	)	$	105.7

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet

	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 receivables	87.3			1,346.3		277.8		(1,711.4		)	—
Prepaid expenses and other current assets	1.4			6.2		61.7		(41.3		)	28.0
Total current assets	88.7			1,365.7		927.4		(1,752.7		)	629.1
Deferred income tax benefits, net	33.4			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 subsidiaries	1,273.2			1,345.7		—		(2,618.9		)	—
Intercompany notes receivable	509.9			96.1		1,075.6		(1,681.6		)	—
Other assets, net	0.3			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 obligations	175.3			—		157.0		—			332.3
Intercompany payables	1,266.3			272.4		172.7		(1,711.4		)	—
Accrued liabilities	54.1			51.0		298.6		(41.3		)	362.4
Total current liabilities	1,495.7			326.1		713.5		(1,752.7		)	782.6
Long-term debt and capital lease obligations	599.6			—		4.2		—			603.8
Intercompany notes payable	35.1			1,341.3		305.2		(1,681.6		)	—
Other liabilities	9.7			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

Condensed Consolidating Balance Sheet

	December 30, 2017
(In millions)	Parent			Guarantor		Non-Guarantors		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—		$	0.1	$	144.0	$	—		$	144.1
Accounts receivable, net	—			—		144.4		—			144.4
Inventories	—			—		262.2		—			262.2
Non-trade amounts receivable, net	—			179.2		79.4		(200.0		)	58.6
Intercompany receivables	300.8			1,101.9		255.4		(1,658.1		)	—
Prepaid expenses and other current assets	1.1			2.1		82.2		(64.2		)	21.2
Total current assets	301.9			1,283.3		967.6		(1,922.3		)	630.5
Deferred income tax benefits, net	33.4			72.6		172.0		—			278.0
Property, plant and equipment, net	—			54.9		223.3		—			278.2
Long-term receivables, net	—			0.2		19.1		—			19.3
Trademarks and tradenames, net	—			—		62.5		—			62.5
Goodwill	—			2.9		76.0		—			78.9
Investments in subsidiaries	1,174.9			1,371.0		—		(2,545.9		)	—
Intercompany notes receivable	498.4			100.0		968.9		(1,567.3		)	—
Other assets, net	0.6			0.7		69.8		(30.5		)	40.6
Total assets	$	2,009.2		$	2,885.6	$	2,559.2	$	(6,066.0	)	$	1,388.0
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	—		$	3.1	$	121.3	$	—		$	124.4
Short-term borrowings and current portion of long-term debt and capital lease obligations	131.1			—		1.9		—			133.0
Intercompany payables	1,013.4			436.1		208.6		(1,658.1		)	—
Accrued liabilities	287.0			80.4		298.2		(264.2		)	401.4
Total current liabilities	1,431.5			519.6		630.0		(1,922.3		)	658.8
Long-term debt and capital lease obligations	599.5			—		5.6		—			605.1
Intercompany notes payable	88.5			1,172.0		306.8		(1,567.3		)	—
Other liabilities	9.1			75.6		189.3		(30.5		)	243.5
Shareholders' equity (deficit)	(119.4		)	1,118.4		1,427.5		(2,545.9		)	(119.4		)
Total liabilities and shareholders' equity	$	2,009.2		$	2,885.6	$	2,559.2	$	(6,066.0	)	$	1,388.0

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows

	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 options	0.3			—			—			—			0.3
Repurchase of common stock	(101.3		)	—			—			—			(101.3		)
Repayment of capital lease obligations	—			—			(1.6		)	—			(1.6		)
Net change in short-term debt	45.0			—			155.7			—			200.7
Net intercompany borrowings	252.9			173.5			51.0			(477.4		)	—
Net cash provided by (used in) financing activities	92.8			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

Condensed Consolidating Statement of Cash Flows

	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 loans	48.8			(1.0		)	(71.0		)	23.2			—
Net cash provided by (used in) investing activities	48.8			(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 options	9.9			—			—			—			9.9
Repurchase of common stock	(0.6		)	—			—			—			(0.6		)
Repayment of capital lease obligations	—			—			(1.6		)	—			(1.6		)
Net change in short-term debt	76.2			—			—			(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

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Summary of Significant Accounting Policies (Summary of Significant Accounting Policies) (Details) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 29, 2018 USD ($)	Sep. 29, 2018 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net Monetary Assets (Liabilities) in Argentine Peso	$ (0.1)	$ (0.1)
Sales Revenue, Net [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification	$ (2.0)	$ 4.0

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Shipping and Handling Costs (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Shipping and Handling Costs [Abstract]
Distribution costs	$ 32.5	$ 35.0	$ 103.8	$ 105.5

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Promotional Costs (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Promotional Costs [Abstract]
Promotional and other sales force compensation expenses	$ 73.0	$ 86.4	$ 244.1	$ 274.0

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Inventories (Details) - USD ($) $ in Millions	Sep. 29, 2018	Dec. 30, 2017
Inventory, Net [Abstract]
Finished goods	$ 221.8	$ 203.5
Work in process	25.9	26.0
Raw materials and supplies	31.9	32.7
Total inventories	$ 279.6	$ 262.2

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Net Income Per Common Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Net Income Per Common Share [Line Items]
Net income	$ 39.1	$ 31.4	$ 138.6	$ 61.1
Weighted average shares of common stock outstanding	49.3	50.9	50.3	50.8
Common equivalent shares:
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance share units	0.1	0.4	0.2	0.5
Weighted average common and common equivalent shares outstanding	49.4	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-dilutive	3.3	1.0	2.8	1.0

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Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017	Dec. 30, 2017	Dec. 31, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	$ (589.8)	$ (526.9)	$ (589.8)	$ (526.9)	$ (529.4)	$ (571.5)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax			(57.7)	44.5
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax			(2.7)	0.1
Other Comprehensive Income (Loss), Net of Tax	(18.0)	1.6	(60.4)	44.6
Amounts reclassified from accumulated other comprehensive loss, cash flow hedges, before tax			4.2	1.0
Amounts reclassified from accumulated other comprehensive loss, cash flow hedges, tax			(1.1)	(0.4)
Amounts reclassified from accumulated other comprehensive loss, pension and other post-retirement items, prior service benefit, before tax			0.6	1.1
Amounts reclassified from accumulated other comprehensive loss, pension and other post-retirement items, actuarial losses, before tax			(0.3)	(1.1)
Amounts reclassified from accumulated other comprehenesive loss, pension and other post-retirement items, settlement or curtailment, before tax			(0.6)	(0.9)
Amounts reclassified from accumulated other comprehensive loss, pension and other post-retirement items, tax			(0.1)	0.2
Foreign Currency Items
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	(564.9)	(489.2)	(564.9)	(489.2)	(501.9)	(544.3)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax			(63.0)	55.1
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax			0.0	0.0
Other Comprehensive Income (Loss), Net of Tax			(63.0)	55.1
Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	3.0	(1.1)	3.0	(1.1)	1.6	4.9
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax			4.5	(5.4)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax			(3.1)	(0.6)
Other Comprehensive Income (Loss), Net of Tax			1.4	(6.0)
Pension and Other Post-retirement Items
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	$ (27.9)	$ (36.6)	(27.9)	(36.6)	$ (29.1)	$ (32.1)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax			0.8	(5.2)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax			0.4	0.7
Other Comprehensive Income (Loss), Net of Tax			$ 1.2	$ (4.5)

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Re-engineering and Impairment Costs (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended			12 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017		Dec. 30, 2017
Restructuring Reserve [Roll Forward]
Beginning of the year balance			$ 45.4	$ 1.6		$ 1.6
Re-engineering and impairment charges	$ 3.0	$ 9.0	12.7	43.9	[1]	63.7
Restructuring Reserve, Settled without Cash			0.5			0.4
Restructuring Reserve, Accrual Adjustment			5.5			0.0
Restructuring Reserve, Foreign Currency Translation Gain (Loss)			0.3			0.0
End of period balance	30.8		30.8			45.4
South America
Restructuring Reserve [Roll Forward]
Re-engineering and impairment charges	0.7		1.1
North America
Restructuring Reserve [Roll Forward]
Re-engineering and impairment charges	1.8		3.8
Asia Pacific
Restructuring Reserve [Roll Forward]
Re-engineering and impairment charges	0.0		0.8
Europe
Restructuring Reserve [Roll Forward]
Re-engineering and impairment charges	$ 0.5		7.0
Revitalization Plan July 2017 [Member]
Restructuring Cost and Reserve [Line Items]
Write-down of inventories			$ 1.0	$ 3.2
Cash Payments as a Percentage of Re-engineering Costs, Expected	90.00%		90.00%
Severance
Restructuring Reserve [Roll Forward]
Cash expenditures			$ (20.4)			(12.7)
Severance | Revitalization Plan July 2017 [Member]
Restructuring Cost and Reserve [Line Items]
Severance as a Percentage of Re-engineering Costs, Expected	65.00%		65.00%
Other
Restructuring Reserve [Roll Forward]
Cash expenditures			$ (11.6)			$ (6.8)
Minimum [Member] | Revitalization Plan July 2017 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost	$ 90.0		90.0
Maximum [Member] | Revitalization Plan July 2017 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost	$ 100.0		$ 100.0

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

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Goodwill and Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Jul. 01, 2017	Dec. 30, 2017
Goodwill [Line Items]
Goodwill, Impairment Loss	$ 0.0	$ 0.0
Goodwill	77.2			$ 78.9
Fuller Mexico [Member] | Goodwill [Member]
Goodwill [Line Items]
Goodwill, Impairment Loss			$ 62.9
Goodwill	$ 17.8

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Segment Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended			12 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017		Dec. 30, 2017
Segment Reporting Information [Line Items]
Net sales	$ 485.8	$ 539.5	$ 1,563.8	$ 1,667.2
Segment profit	77.9	86.4	265.5	287.0
Unallocated expenses	(8.6)	(14.4)	(32.5)	(46.9)
Re-engineering and impairment charges (a)	(3.0)	(9.0)	(12.7)	(43.9)	[1]	$ (63.7)
Impairment of goodwill	0.0	0.0	0.0	62.9
Gains on disposal of assets	1.5	4.1	16.1	7.3
Interest expense, net	(10.7)	(10.7)	(32.3)	(32.7)
Income before income taxes	57.1	56.4	204.1	107.9
Total identifiable assets	1,364.6		1,364.6			1,388.0
Europe
Segment Reporting Information [Line Items]
Net sales	112.3	110.8	388.9	395.7
Segment profit	1.0	(2.4)	28.5	29.4
Re-engineering and impairment charges (a)	(0.5)		(7.0)
Total identifiable assets	303.0		303.0			308.5
Asia Pacific
Segment Reporting Information [Line Items]
Net sales	170.0	184.4	522.2	545.2
Segment profit	43.7	49.5	127.0	135.7
Re-engineering and impairment charges (a)	0.0		(0.8)
Total identifiable assets	280.3		280.3			297.2
North America
Segment Reporting Information [Line Items]
Net sales	123.3	139.1	395.1	412.2
Segment profit	17.6	15.7	59.3	52.2
Re-engineering and impairment charges (a)	(1.8)		(3.8)
Total identifiable assets	318.5		318.5			266.3
South America
Segment Reporting Information [Line Items]
Net sales	80.2	105.2	257.6	314.1
Segment profit	15.6	23.6	50.7	69.7
Re-engineering and impairment charges (a)	(0.7)		(1.1)
Total identifiable assets	132.8		132.8			138.6
Corporate
Segment Reporting Information [Line Items]
Total identifiable assets	330.0		330.0			$ 377.4
Beauty and Personal Care Products [Member]
Segment Reporting Information [Line Items]
Net sales	$ 66.6	$ 86.8	$ 214.9	$ 253.1

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

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Debt (Details) - USD ($) $ in Millions		9 Months Ended
		Sep. 29, 2018	Dec. 30, 2017
Debt Instrument [Line Items]
Debt and Capital Lease Obligations		$ 936.1	$ 738.1
Unused lines of credit		350.6
Senior Notes Due 2021 [Member]
Debt Instrument [Line Items]
Long-term Debt		599.6	599.5
Five-Year Senior Secured Credit Agreement [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Amount Outstanding	[1]	$ 330.7	131.0
Variable rate basis		LIBOR
Unused lines of credit		$ 268.0
Five-Year Senior Secured Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Weighted average interest rate on LIBOR-based borrowings		2.00%
Belgium Facility Capital Lease [Member]
Debt Instrument [Line Items]
Capital Lease Obligations		$ 5.8	7.5
Other Debt Obligations [Member]
Debt Instrument [Line Items]
Long-term Debt		0.0	0.1
Uncommitted Lines of credit [Member]
Debt Instrument [Line Items]
Unused lines of credit		82.6
Euro | Five-Year Senior Secured Credit Agreement [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Amount Outstanding		$ 250.6	$ 96.1

[1] (a)$250.6 million and $96.1 million denominated in euros as of September 29, 2018 and December 30, 2017, respectively.

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Derivative Instruments and Hedging Activities (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Derivative Instruments, Gain (Loss) [Line Items]
Net cash impact from hedging activity			$ 3.5	$ 5.8
Fair Value Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain or (loss) recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)	$ 4.3	$ 5.9	$ 15.1	16.1
Cash Flow Hedging [Member] | Foreign exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimate of Time to Transfer			12 months
Cash Flow Hedging [Member] | Foreign exchange contracts | Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain or (loss) recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)	(1.1)	(1.2)	$ (2.9)	(3.6)
Net Equity Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) on Derivative Used in Net Investment Hedge, Net of Tax	(1.1)	(3.8)	12.9	(35.9)
Net Equity Hedging [Member] | Foreign exchange contracts | Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain or (loss) recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)	$ (4.5)	$ (6.7)	$ (16.0)	$ (18.9)
Minimum [Member] | Cash Flow Hedging [Member] | Foreign exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, Remaining Maturity Range			1 month
Maximum [Member] | Cash Flow Hedging [Member] | Foreign exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, Remaining Maturity Range			15 months

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Derivative Instruments and Hedging Activities (Outstanding Derivative Financial Instruments at Notional Value) (Details) - Forward Contracts [Member] - USD ($) $ in Millions	Sep. 29, 2018	Dec. 30, 2017
Derivative [Line Items]
Derivative Asset, Notional Amount	$ 121.3	$ 111.1
Derivative Liability, Notional Amount	101.1	$ 112.1
U.S. dollars | Long [Member]
Derivative [Line Items]
Derivative Asset, Notional Amount	57.1
Euro | Long [Member]
Derivative [Line Items]
Derivative Asset, Notional Amount	29.1
Mexico, Pesos | Short [Member]
Derivative [Line Items]
Derivative Liability, Notional Amount	$ 29.5

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Derivative Instruments and Hedging Activities (Company's Derivative Positions and Their Impact on Financial Position) (Details) - Significant Other Observable Inputs (Level 2) - Designated as Hedging Instrument [Member] - Foreign exchange contracts - USD ($) $ in Millions	Sep. 29, 2018	Dec. 30, 2017
Non-trade amounts receivable
Derivatives, Fair Value [Line Items]
Asset derivatives	$ 19.7	$ 32.2
Accrued liabilities
Derivatives, Fair Value [Line Items]
Liability derivatives	$ 14.8	$ 29.6

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Derivative Instruments and Hedging Activities (Company's Derivative Positions and Their Impact on Company's Operations) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Fair Value Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain or (loss) recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)	$ 4.3	$ 5.9	$ 15.1	$ 16.1
Fair Value Hedging [Member] | Other expense | Foreign exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain or (loss) recognized in income on derivatives	3.4	2.1	(11.4)	40.3
Amount of gain or (loss) recognized in income on related hedged items	(3.4)	(2.1)	10.8	(40.2)
Cash Flow Hedging [Member] | Foreign exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain or (loss) recognized in OCI on derivatives (effective portion)	2.0	(0.5)	6.1	(6.5)
Cash Flow Hedging [Member] | Cost of products sold | Foreign exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion)	2.3	(0.6)	4.2	1.0
Cash Flow Hedging [Member] | Interest expense | Foreign exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain or (loss) recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)	(1.1)	(1.2)	(2.9)	(3.6)
Net Equity Hedging [Member] | Foreign exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain or (loss) recognized in OCI on derivatives (effective portion)	(0.6)	(1.9)	15.6	(45.1)
Net Equity Hedging [Member] | Euro Denominated Debt
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain or (loss) recognized in OCI on derivatives (effective portion)	(0.8)	(4.0)	0.8	(10.9)
Net Equity Hedging [Member] | Interest expense | Foreign exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain or (loss) recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)	$ (4.5)	$ (6.7)	$ (16.0)	$ (18.9)

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Fair Value Measurements (Narrative) (Details) - Senior Notes Due 2021 [Member] - USD ($) $ in Millions	Sep. 29, 2018	Dec. 30, 2017	Jun. 02, 2011
Fair Value, Assets Measured on Recurring Basis, Financial Statement Captions [Line Items]
Stated interest rate			4.75%
Long-term Debt	$ 599.6	$ 599.5
Significant Other Observable Inputs (Level 2)
Fair Value, Assets Measured on Recurring Basis, Financial Statement Captions [Line Items]
Long-term Debt, Fair Value	$ 611.6

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Retirement Benefit Plans (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Amortization			$ 0.3	$ 0.9
Pension benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 1.4	$ 2.7	6.4	8.1
Interest cost	1.4	1.4	4.2	4.2
Expected return on plan assets	(0.9)	(1.2)	(3.3)	(3.6)
Settlements and Curtailments	0.2	0.1	0.6	0.9
Net amortization	0.4	0.4	0.7	1.0
Net periodic benefit cost	2.5	3.4	8.6	10.6
Post-retirement benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	0.0	0.0	0.1	0.1
Interest cost	0.1	0.2	0.3	0.5
Expected return on plan assets	0.0	0.0	0.0	0.0
Settlements and Curtailments	0.0	0.0	0.0	0.0
Net amortization	(0.4)	(0.4)	(1.0)	(1.0)
Net periodic benefit cost	$ (0.3)	$ (0.2)	(0.6)	(0.4)
Other Nonoperating Income (Expense) [Member]
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit cost			$ 1.5	$ 2.0

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Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 29, 2018	Jun. 30, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017	Dec. 30, 2017
Income Taxes [Line Items]
Effective tax rate	31.60%	28.10%	44.30%	32.10%	43.40%
Gross unrecognized tax benefit	$ 14.9			$ 14.9		$ 19.8
Unrecognized tax benefits that would impact effective tax rate, if recognized	14.6			14.6
Accrued interest and penalties related to uncertain tax positions	6.7			6.7		$ 7.3
Decrease in Unrecognized Tax Benefits Reasonably Possible, Amount of Unrecorded Benefit	$ 2.0			$ 2.0

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Statement of Cash Flow Supplemental Disclosure (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017
Other Significant Noncash Transactions [Line Items]
Shares Paid for Tax Withholding for Share Based Compensation	22,494	9,256
Shares Paid For Tax Withholding For Share Based Compensation, Value	$ 1.1	$ 0.6

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Stock Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 18.3		$ 18.3
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition			1 year 8 months 16 days
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at December 30, 2017			3,045,316
Weighted Average Exercise Price Per Share Outstanding, Beginning of Period			$ 58.96
Granted			69,736
Weighted Average Exercise Price Per Share, Granted			$ 47.05
Expired / Forfeited			(6,594)
Weighted Average Exercise Price Per Share Outstanding, Expired/Forfeited			$ 58.12
Exercised			(19,047)
Weighted Average Exercise Price Per Shares Outstanding, Exercised			$ 25.46
Outstanding at September 29, 2018	3,089,411		3,089,411
Weighted Average Exercise Price Per Share Outstanding, End of Period	$ 58.90		$ 58.90
Outstanding Shares Subject to Option, Aggregate Intrinsic Value	$ 0.0		$ 0.0
Exercisable at September 29, 2018	1,784,764		1,784,764
Weighted Average Exercise Price Per Share Exercisable, End of Period	$ 59.92		$ 59.92
Options Exercisable at End of Period, Aggregate Intrinsic Value	$ 0.0		$ 0.0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value			0.4	$ 4.0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Stock Option Expense	$ 0.9	$ 0.7	$ 2.6	2.2
Time Vested, Performance Vested and Market Vested Share Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Shares Outstanding, Beginning of Period			635,507
Weighted Average Grant Date Fair Value, Beginning of Period			$ 58.59
Shares Outstanding, Vested			(95,406)
Weighted Average Grant Date Fair Value, Vested			$ 70.97
Shares Outstanding, Forfeited			(36,458)
Weighted Average Grant Date Fair Value, Forfeited			$ 59.02
Shares Outstanding, End of Period	581,171		581,171
Weighted Average Grant Date Fair Value, End of Period	$ 54.73		$ 54.73
Time, Performance and Market Vested Share Awards Expense	$ 2.8	$ 4.2	$ 8.1	$ 11.9
Time Vested Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Shares Outstanding, Granted			57,420
Weighted Average Grant Date Fair Value, Granted			$ 43.55
Market Vested Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Shares Outstanding, Granted			24,571
Weighted Average Grant Date Fair Value, Granted			$ 63.48
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Shares Outstanding, Granted			92,621
Weighted Average Grant Date Fair Value, Granted			$ 50.51
Shares Outstanding, Performance Share Adjustments			(97,084)
Weighted Average Grant Date Fair Value, Performance Share Adjustments			$ 53.99

XML

Allowance for Long-Term Receivables (Details) $ in Millions	9 Months Ended
	Sep. 29, 2018 USD ($)
Financing Receivable, Allowance for Credit Losses [Line Items]
Long-Term Receivables Past Due	$ 17.2
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at December 30, 2017	16.5
Write-offs	(0.5)
Provision and reclassifications	2.1
Currency translation adjustment	(0.3)
Balance at September 29, 2018	$ 17.8

XML

Guarantor Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended			12 Months Ended
	Sep. 29, 2018	Sep. 30, 2017	Sep. 29, 2018	Sep. 30, 2017		Dec. 30, 2017
Net sales	$ 485.8	$ 539.5	$ 1,563.8	$ 1,667.2
Other revenue	0.0	0.0	0.0	0.0
Cost of products sold	164.1	182.7	516.6	543.0
Gross margin	321.7	356.8	1,047.2	1,124.2
Delivery, sales and administrative expense	253.0	283.5	815.0	880.4
Re-engineering and impairment charges	3.0	9.0	12.7	43.9	[1]	$ 63.7
Impairment of goodwill	0.0	0.0	0.0	62.9
Gains on disposal of assets	1.5	4.1	16.1	7.3
Operating income	67.2	68.4	235.6	144.3
Interest income	0.6	0.8	2.0	2.0
Interest expense	11.3	11.5	34.3	34.7
Income from equity investments in subsidiaries	0.0	0.0	0.0	0.0
Other (income) expense	(0.6)	1.3	(0.8)	3.7
Income before income taxes	57.1	56.4	204.1	107.9
Provision (benefit) for income taxes	18.0	25.0	65.5	46.8
Net income	39.1	31.4	138.6	61.1
Comprehensive income	21.1	33.0	78.2	105.7
ASSETS
Cash and cash equivalents	117.6		117.6			144.1
Accounts receivable, net	157.9		157.9			144.4
Inventories	279.6		279.6			262.2
Non-trade amounts receivable, net	46.0		46.0			58.6
Intercompany receivables	0.0		0.0			0.0
Prepaid expenses and other current assets	28.0		28.0			21.2
Total current assets	629.1		629.1			630.5
Deferred income tax benefits, net	266.6		266.6			278.0
Property, plant and equipment, net	274.2		274.2			278.2
Long-term receivables, net	18.4		18.4			19.3
Trademarks and tradenames, net	55.7		55.7			62.5
Goodwill	77.2		77.2			78.9
Investments in subsidiaries	0.0		0.0			0.0
Intercompany notes receivable	0.0		0.0			0.0
Other assets, net	43.4		43.4			40.6
Total assets	1,364.6		1,364.6			1,388.0
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	87.9		87.9			124.4
Short-term borrowings and current portion of long-term debt and capital lease obligations	332.3		332.3			133.0
Intercompany payables	0.0		0.0			0.0
Accrued liabilities	362.4		362.4			401.4
Total current liabilities	782.6		782.6			658.8
Long-term debt and capital lease obligations	603.8		603.8			605.1
Intercompany notes payable	0.0		0.0			0.0
Other liabilities	212.8		212.8			243.5
Total shareholders' deficit	(234.6)		(234.6)			(119.4)
Total liabilities and shareholders' deficit	1,364.6		1,364.6			1,388.0
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 equipment			36.5	11.7
Net intercompany loans			0.0	0.0
Net cash used in investing activities			(18.7)	(40.9)
Financing Activities:
Dividend payments to shareholders			(104.1)	(103.9)
Cash Dividends Paid to Parent Company			0.0	0.0
Proceeds from exercise of stock options			0.3	9.9
Repurchase of common stock			(101.3)	(0.6)
Repayment of capital lease obligations			(1.6)	(1.6)
Net change in short-term debt			200.7	76.1
Net intercompany borrowings			0.0	0.0
Net cash used in financing activities			(6.0)	(20.1)
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents			(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 year			147.2	96.0		96.0
Cash, cash equivalents and restricted cash at end of period	122.6	123.4	122.6	123.4		147.2
Parent
Net sales	0.0	0.0	0.0	0.0
Other revenue	0.0	0.0	0.0	0.0
Cost of products sold	0.0	0.0	0.0	0.0
Gross margin	0.0	0.0	0.0	0.0
Delivery, sales and administrative expense	3.3	4.6	9.6	13.0
Re-engineering and impairment charges	0.0	0.0	0.0	0.0
Impairment of goodwill				0.0
Gains on disposal of assets	0.0	0.0	0.0	0.0
Operating income	(3.3)	(4.6)	(9.6)	(13.0)
Interest income	5.2	5.1	15.4	15.3
Interest expense	9.2	9.4	28.7	27.5
Income from equity investments in subsidiaries	44.7	35.8	155.8	75.7
Other (income) expense	(0.3)	(0.5)	(1.1)	(1.5)
Income before income taxes	37.7	27.4	134.0	52.0
Provision (benefit) for income taxes	(1.4)	(4.0)	(4.6)	(9.1)
Net income	39.1	31.4	138.6	61.1
Comprehensive income	21.1	33.0	78.2	105.7
ASSETS
Cash and cash equivalents	0.0		0.0			0.0
Accounts receivable, net	0.0		0.0			0.0
Inventories	0.0		0.0			0.0
Non-trade amounts receivable, net	0.0		0.0			0.0
Intercompany receivables	87.3		87.3			300.8
Prepaid expenses and other current assets	1.4		1.4			1.1
Total current assets	88.7		88.7			301.9
Deferred income tax benefits, net	33.4		33.4			33.4
Property, plant and equipment, net	0.0		0.0			0.0
Long-term receivables, net	0.0		0.0			0.0
Trademarks and tradenames, net	0.0		0.0			0.0
Goodwill	0.0		0.0			0.0
Investments in subsidiaries	1,273.2		1,273.2			1,174.9
Intercompany notes receivable	509.9		509.9			498.4
Other assets, net	0.3		0.3			0.6
Total assets	1,905.5		1,905.5			2,009.2
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	0.0		0.0			0.0
Short-term borrowings and current portion of long-term debt and capital lease obligations	175.3		175.3			131.1
Intercompany payables	1,266.3		1,266.3			1,013.4
Accrued liabilities	54.1		54.1			287.0
Total current liabilities	1,495.7		1,495.7			1,431.5
Long-term debt and capital lease obligations	599.6		599.6			599.5
Intercompany notes payable	35.1		35.1			88.5
Other liabilities	9.7		9.7			9.1
Total shareholders' deficit	(234.6)		(234.6)			(119.4)
Total liabilities and shareholders' deficit	1,905.5		1,905.5			2,009.2
Operating Activities:
Net cash provided by operating activities			(27.9)	(17.4)
Investing Activities:
Capital expenditures			0.0	0.0
Proceeds from disposal of property, plant and equipment			0.0	0.0
Net intercompany loans			(64.9)	48.8
Net cash used in investing activities			(64.9)	48.8
Financing Activities:
Dividend payments to shareholders			(104.1)	(103.9)
Cash Dividends Paid to Parent Company			0.0	0.0
Proceeds from exercise of stock options			0.3	9.9
Repurchase of common stock			(101.3)	(0.6)
Repayment of capital lease obligations			0.0	0.0
Net change in short-term debt			45.0	76.2
Net intercompany borrowings			252.9	(13.0)
Net cash used in financing activities			92.8	(31.4)
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents			0.0	0.0
Net change in cash, cash equivalents and restricted cash			0.0	0.0
Cash, cash equivalents and restricted cash at beginning of year			0.0	0.0		0.0
Cash, cash equivalents and restricted cash at end of period	$ 0.0	0.0	$ 0.0	0.0		0.0
Guarantor
Equity Method Investment, Ownership Percentage	100.00%		100.00%
Net sales	$ 0.0	0.0	$ 0.0	0.0
Other revenue	24.4	28.4	65.7	86.6
Cost of products sold	1.2	7.4	13.3	22.4
Gross margin	23.2	21.0	52.4	64.2
Delivery, sales and administrative expense	18.7	21.4	64.1	67.8
Re-engineering and impairment charges	0.8	0.7	1.8	1.4
Impairment of goodwill				0.0
Gains on disposal of assets	0.0	0.0	0.0	0.0
Operating income	3.7	(1.1)	(13.5)	(5.0)
Interest income	0.4	0.5	1.5	1.5
Interest expense	15.4	15.3	46.7	44.2
Income from equity investments in subsidiaries	61.9	46.9	203.6	127.5
Other (income) expense	7.7	(0.2)	5.2	24.8
Income before income taxes	42.9	31.2	139.7	55.0
Provision (benefit) for income taxes	1.3	(2.5)	(7.5)	(14.8)
Net income	41.6	33.7	147.2	69.8
Comprehensive income	25.3	38.3	91.2	122.9
ASSETS
Cash and cash equivalents	3.3		3.3			0.1
Accounts receivable, net	0.0		0.0			0.0
Inventories	0.0		0.0			0.0
Non-trade amounts receivable, net	9.9		9.9			179.2
Intercompany receivables	1,346.3		1,346.3			1,101.9
Prepaid expenses and other current assets	6.2		6.2			2.1
Total current assets	1,365.7		1,365.7			1,283.3
Deferred income tax benefits, net	72.5		72.5			72.6
Property, plant and equipment, net	66.5		66.5			54.9
Long-term receivables, net	0.1		0.1			0.2
Trademarks and tradenames, net	0.0		0.0			0.0
Goodwill	2.9		2.9			2.9
Investments in subsidiaries	1,345.7		1,345.7			1,371.0
Intercompany notes receivable	96.1		96.1			100.0
Other assets, net	1.1		1.1			0.7
Total assets	2,950.6		2,950.6			2,885.6
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	2.7		2.7			3.1
Short-term borrowings and current portion of long-term debt and capital lease obligations	0.0		0.0			0.0
Intercompany payables	272.4		272.4			436.1
Accrued liabilities	51.0		51.0			80.4
Total current liabilities	326.1		326.1			519.6
Long-term debt and capital lease obligations	0.0		0.0			0.0
Intercompany notes payable	1,341.3		1,341.3			1,172.0
Other liabilities	73.7		73.7			75.6
Total shareholders' deficit	1,209.5		1,209.5			1,118.4
Total liabilities and shareholders' deficit	2,950.6		2,950.6			2,885.6
Operating Activities:
Net cash provided by operating activities			96.7	(56.4)
Investing Activities:
Capital expenditures			(19.3)	(14.3)
Proceeds from disposal of property, plant and equipment			0.0	0.0
Net intercompany loans			(247.7)	(1.0)
Net cash used in investing activities			(267.0)	(15.3)
Financing Activities:
Dividend payments to shareholders			0.0	0.0
Cash Dividends Paid to Parent Company			0.0	0.0
Proceeds from exercise of stock options			0.0	0.0
Repurchase of common stock			0.0	0.0
Repayment of capital lease obligations			0.0	0.0
Net change in short-term debt			0.0	0.0
Net intercompany borrowings			173.5	71.5
Net cash used in financing activities			173.5	71.5
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents			0.0	0.0
Net change in cash, cash equivalents and restricted cash			3.2	(0.2)
Cash, cash equivalents and restricted cash at beginning of year			0.1	0.5		0.5
Cash, cash equivalents and restricted cash at end of period	3.3	0.3	3.3	0.3		0.1
Non-Guarantors
Net sales	487.1	541.5	1,566.6	1,672.2
Other revenue	1.3	7.5	13.3	22.5
Cost of products sold	189.8	211.1	583.1	627.8
Gross margin	298.6	337.9	996.8	1,066.9
Delivery, sales and administrative expense	231.1	259.6	743.3	806.5
Re-engineering and impairment charges	2.2	8.3	10.9	42.5
Impairment of goodwill				62.9
Gains on disposal of assets	1.5	4.1	16.1	7.3
Operating income	66.8	74.1	258.7	162.3
Interest income	10.6	10.4	32.5	28.2
Interest expense	2.3	2.0	6.3	6.0
Income from equity investments in subsidiaries	0.0	0.0	0.0	0.0
Other (income) expense	(8.0)	2.0	(4.9)	(19.6)
Income before income taxes	83.1	80.5	289.8	204.1
Provision (benefit) for income taxes	18.1	31.5	77.6	70.7
Net income	65.0	49.0	212.2	133.4
Comprehensive income	50.2	52.3	147.4	207.0
ASSETS
Cash and cash equivalents	114.3		114.3			144.0
Accounts receivable, net	157.9		157.9			144.4
Inventories	279.6		279.6			262.2
Non-trade amounts receivable, net	36.1		36.1			79.4
Intercompany receivables	277.8		277.8			255.4
Prepaid expenses and other current assets	61.7		61.7			82.2
Total current assets	927.4		927.4			967.6
Deferred income tax benefits, net	167.7		167.7			172.0
Property, plant and equipment, net	207.7		207.7			223.3
Long-term receivables, net	18.2		18.2			19.1
Trademarks and tradenames, net	55.7		55.7			62.5
Goodwill	74.3		74.3			76.0
Investments in subsidiaries	0.0		0.0			0.0
Intercompany notes receivable	1,075.6		1,075.6			968.9
Other assets, net	70.4		70.4			69.8
Total assets	2,597.0		2,597.0			2,559.2
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	85.2		85.2			121.3
Short-term borrowings and current portion of long-term debt and capital lease obligations	157.0		157.0			1.9
Intercompany payables	172.7		172.7			208.6
Accrued liabilities	298.6		298.6			298.2
Total current liabilities	713.5		713.5			630.0
Long-term debt and capital lease obligations	4.2		4.2			5.6
Intercompany notes payable	305.2		305.2			306.8
Other liabilities	164.7		164.7			189.3
Total shareholders' deficit	1,409.4		1,409.4			1,427.5
Total liabilities and shareholders' deficit	2,597.0		2,597.0			2,559.2
Operating Activities:
Net cash provided by operating activities			225.5	173.7
Investing Activities:
Capital expenditures			(35.9)	(38.3)
Proceeds from disposal of property, plant and equipment			36.5	11.7
Net intercompany loans			(173.0)	(71.0)
Net cash used in investing activities			(172.4)	(97.6)
Financing Activities:
Dividend payments to shareholders			0.0	0.0
Cash Dividends Paid to Parent Company			(272.5)	(11.3)
Proceeds from exercise of stock options			0.0	0.0
Repurchase of common stock			0.0	0.0
Repayment of capital lease obligations			(1.6)	(1.6)
Net change in short-term debt			155.7	0.0
Net intercompany borrowings			51.0	(42.0)
Net cash used in financing activities			(67.4)	(54.9)
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents			(13.5)	6.4
Net change in cash, cash equivalents and restricted cash			(27.8)	27.6
Cash, cash equivalents and restricted cash at beginning of year			147.1	95.5		95.5
Cash, cash equivalents and restricted cash at end of period	119.3	123.1	119.3	123.1		147.1
Eliminations
Net sales	(1.3)	(2.0)	(2.8)	(5.0)
Other revenue	(25.7)	(35.9)	(79.0)	(109.1)
Cost of products sold	(26.9)	(35.8)	(79.8)	(107.2)
Gross margin	(0.1)	(2.1)	(2.0)	(6.9)
Delivery, sales and administrative expense	(0.1)	(2.1)	(2.0)	(6.9)
Re-engineering and impairment charges	0.0	0.0	0.0	0.0
Impairment of goodwill				0.0
Gains on disposal of assets	0.0	0.0	0.0	0.0
Operating income	0.0	0.0	0.0	0.0
Interest income	(15.6)	(15.2)	(47.4)	(43.0)
Interest expense	(15.6)	(15.2)	(47.4)	(43.0)
Income from equity investments in subsidiaries	(106.6)	(82.7)	(359.4)	(203.2)
Other (income) expense	0.0	0.0	0.0	0.0
Income before income taxes	(106.6)	(82.7)	(359.4)	(203.2)
Provision (benefit) for income taxes	0.0	0.0	0.0	0.0
Net income	(106.6)	(82.7)	(359.4)	(203.2)
Comprehensive income	(75.5)	(90.6)	(238.6)	(329.9)
ASSETS
Cash and cash equivalents	0.0		0.0			0.0
Accounts receivable, net	0.0		0.0			0.0
Inventories	0.0		0.0			0.0
Non-trade amounts receivable, net	0.0		0.0			(200.0)
Intercompany receivables	(1,711.4)		(1,711.4)			(1,658.1)
Prepaid expenses and other current assets	(41.3)		(41.3)			(64.2)
Total current assets	(1,752.7)		(1,752.7)			(1,922.3)
Deferred income tax benefits, net	(7.0)		(7.0)			0.0
Property, plant and equipment, net	0.0		0.0			0.0
Long-term receivables, net	0.1		0.1			0.0
Trademarks and tradenames, net	0.0		0.0			0.0
Goodwill	0.0		0.0			0.0
Investments in subsidiaries	(2,618.9)		(2,618.9)			(2,545.9)
Intercompany notes receivable	(1,681.6)		(1,681.6)			(1,567.3)
Other assets, net	(28.4)		(28.4)			(30.5)
Total assets	(6,088.5)		(6,088.5)			(6,066.0)
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	0.0		0.0			0.0
Short-term borrowings and current portion of long-term debt and capital lease obligations	0.0		0.0			0.0
Intercompany payables	(1,711.4)		(1,711.4)			(1,658.1)
Accrued liabilities	(41.3)		(41.3)			(264.2)
Total current liabilities	(1,752.7)		(1,752.7)			(1,922.3)
Long-term debt and capital lease obligations	0.0		0.0			0.0
Intercompany notes payable	(1,681.6)		(1,681.6)			(1,567.3)
Other liabilities	(35.3)		(35.3)			(30.5)
Total shareholders' deficit	(2,618.9)		(2,618.9)			(2,545.9)
Total liabilities and shareholders' deficit	(6,088.5)		(6,088.5)			(6,066.0)
Operating Activities:
Net cash provided by operating activities			(280.7)	(17.9)
Investing Activities:
Capital expenditures			0.0	0.0
Proceeds from disposal of property, plant and equipment			0.0	0.0
Net intercompany loans			485.6	23.2
Net cash used in investing activities			485.6	23.2
Financing Activities:
Dividend payments to shareholders			0.0	0.0
Cash Dividends Paid to Parent Company			272.5	11.3
Proceeds from exercise of stock options			0.0	0.0
Repurchase of common stock			0.0	0.0
Repayment of capital lease obligations			0.0	0.0
Net change in short-term debt			0.0	(0.1)
Net intercompany borrowings			(477.4)	(16.5)
Net cash used in financing activities			(204.9)	(5.3)
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents			0.0	0.0
Net change in cash, cash equivalents and restricted cash			0.0	0.0
Cash, cash equivalents and restricted cash at beginning of year			0.0	0.0		0.0
Cash, cash equivalents and restricted cash at end of period	$ 0.0	$ 0.0	$ 0.0	$ 0.0		$ 0.0

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

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New Accounting Pronouncements (Details) - Interest expense $ in Millions	Sep. 29, 2018 USD ($)
Minimum [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification	$ 7
Maximum [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification	$ 10