Guarantor Information

3 Months Ended

Mar. 28, 2020

The Company's payment obligations under the Senior Notes are fully and unconditionally guaranteed, on a senior secured basis, by the Guarantor. The guarantee is secured by certain "Tupperware" trademarks and service marks owned by the Guarantor, as discussed in Note 10 to the Consolidated Financial Statements. In addition, under the Credit Agreement and consistent with the Old Credit Agreement, the Guarantor unconditionally guarantees all obligations and liabilities of the Company and the Subsidiary Borrowers relating to the Credit Agreement, supported by a security interest in those certain "Tupperware" trademarks and service marks as well.

Condensed consolidated financial information as of March 28, 2020 and December 28, 2019, and for the quarter ended March 28, 2020 and March 30, 2019, for Tupperware Brands Corporation (the "Parent"), 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 which the Parent owns directly. There are no significant restrictions on the ability of either the Parent or the Guarantor from obtaining 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 March 28, 2020
(In millions)	Parent			Guarantor			Non-Guarantors			Eliminations			Total
Net sales	$	—		$	—		$	376.7		$	(0.8	)	$	375.9
Other revenue	—			19.6			6.2			(25.8		)	—
Cost of products sold	—			6.2			150.0			(26.5		)	129.7
Gross margin	—			13.4			232.9			(0.1		)	246.2
Delivery, sales and administrative expense	1.8			32.4			208.8			(0.1		)	242.9
Re-engineering charges	—			2.5			1.4			—			3.9
Loss on disposal of assets	—			—			(0.1		)	—			(0.1		)
Operating income (loss)	(1.8		)	(21.5		)	22.6			—			(0.7		)
Interest income	4.7			0.5			7.0			(11.7		)	0.5
Interest expense	9.5			10.0			2.4			(11.7		)	10.2
(Loss) Income from equity investments in subsidiaries	(0.7		)	0.8			—			(0.1		)	—
Other expense (income)	—			(29.6		)	27.5			—			(2.1		)
Income (Loss) before income taxes	(7.3		)	(0.6		)	(0.3		)	(0.1		)	(8.3		)
Provision (benefit) for income taxes	0.5			0.1			(1.1		)	—			(0.5		)
Net income (loss)	$	(7.8	)	$	(0.7	)	$	0.8		$	(0.1	)	$	(7.8	)
Comprehensive loss	$	(89.3	)	$	(82.9	)	$	(123.8	)	$	206.7		$	(89.3	)

Consolidating Statement of Income



	13 weeks ended March 30, 2019
(In millions)	Parent			Guarantor			Non-Guarantors			Eliminations			Total
Net sales	$	—		$	—		$	488.3		$	(1.0	)	$	487.3
Other revenue	—			19.9			9.5			(29.4		)	—
Cost of products sold	—			9.6			182.0			(30.4		)	161.2
Gross margin	—			10.3			315.8			—			326.1
Delivery, sales and administrative expense	1.5			18.9			242.3			—			262.7
Re-engineering charges	—			0.6			3.7			—			4.3
Loss on disposal of assets	—			—			(0.9		)	—			(0.9		)
Operating income (loss)	(1.5		)	(9.2		)	68.9			—			58.2
Interest income	5.5			0.7			10.1			(15.7		)	0.6
Interest expense	9.5			13.2			3.2			(15.7		)	10.2
Income from equity investments in subsidiaries	40.8			60.3			—			(101.1		)	—
Other expense (income)	(0.5		)	3.0			(5.8		)	—			(3.3		)
Income before income taxes	35.8			35.6			81.6			(101.1		)	51.9
Provision (Benefit) for income taxes	(1.1		)	(3.4		)	19.5			—			15.0
Net income	$	36.9		$	39.0		$	62.1		$	(101.1	)	$	36.9
Comprehensive income	$	55.9		$	57.6		$	93.0		$	(150.6	)	$	55.9

Condensed Consolidating Balance Sheet



	March 28, 2020
(In millions)	Parent			Guarantor		Non-Guarantors		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—		$	3.9	$	170.6	$	—		$	174.5
Accounts receivable, net	—			—		97.5		—			97.5
Inventories	—			—		226.0		—			226.0
Non-trade amounts receivable, net	—			214.7		118.0		(213.8		)	118.9
Intercompany receivables	325.9			1,495.2		207.0		(2,028.1		)	—
Prepaid expenses and other current assets	0.8			17.0		41.4		(38.5		)	20.7
Total current assets	326.7			1,730.8		860.5		(2,280.4		)	637.6
Deferred income tax benefits, net	41.7			42.2		89.0		(3.7		)	169.2
Property, plant and equipment, net	—			84.8		156.8		—			241.6
Operating lease assets	—			4.5		75.9		—			80.4
Long-term receivables, net	—			0.1		13.0		—			13.1
Trademarks and tradenames, net	—			—		21.5		—			21.5
Goodwill	—			2.9		50.7		—			53.6
Investments in subsidiaries	1,221.8			1,083.8		—		(2,305.6		)	—
Intercompany loan receivables	512.3			82.6		963.4		(1,558.3		)	—
Other assets, net	3.3			10.5		142.0		(77.6		)	78.2
Total assets	$	2,105.8		$	3,042.2	$	2,372.8	$	(6,225.6	)	$	1,295.2
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	—		$	3.5	$	76.9	$	—		$	80.4
Short-term borrowings and current portion of long-term debt and finance lease obligations	230.8			—		158.9		—			389.7
Intercompany payables	1,391.6			403.3		233.2		(2,028.1		)	—
Accrued liabilities	246.4			101.4		264.3		(252.3		)	359.8
Total current liabilities	1,868.8			508.2		733.3		(2,280.4		)	829.9
Long-term debt and finance lease obligations	599.8			—		2.0		—			601.8
Intercompany notes payable	—			1,282.5		275.8		(1,558.3		)	—
Operating lease liabilities	—			3.8		49.9		—			53.7
Other liabilities	1.2			106.1		147.8		(81.3		)	173.8
Shareholders' (deficit) equity	(364.0		)	1,141.6		1,164.0		(2,305.6		)	(364.0		)
Total liabilities and shareholders' equity	$	2,105.8		$	3,042.2	$	2,372.8	$	(6,225.6	)	$	1,295.2

Condensed Consolidating Balance Sheet



	December 28, 2019
(In millions)	Parent			Guarantor		Non-Guarantors		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—		$	0.3	$	122.9	$	—		$	123.2
Accounts receivable, net	—			—		110.7		—			110.7
Inventories	—			—		245.2		—			245.2
Non-trade amounts receivable, net	—			166.2		84.9		(212.0		)	39.1
Intercompany receivables	325.9			1,546.3		209.9		(2,082.1		)	—
Prepaid expenses and other current assets	1.2			16.0		41.1		(38.0		)	20.3
Total current assets	327.1			1,728.8		814.7		(2,332.1		)	538.5
Deferred income tax benefits, net	41.7			42.2		105.6		(3.4		)	186.1
Property, plant and equipment, net	—			85.7		181.8		—			267.5
Operating lease assets	—			4.7		79.4		—			84.1
Long-term receivables, net	—			0.1		14.9		—			15.0
Trademarks and tradenames, net	—			—		24.6		—			24.6
Goodwill	—			2.9		56.6		—			59.5
Investments in subsidiaries	1,305.2			1,208.8		—		(2,514.0		)	—
Intercompany loan receivables	514.8			95.7		1,046.1		(1,656.6		)	—
Other assets, net	1.9			12.7		150.0		(77.5		)	87.1
Total assets	$	2,190.7		$	3,181.6	$	2,473.7	$	(6,583.6	)	$	1,262.4
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	—		$	8.3	$	117.1	$	—		$	125.4
Short-term borrowings and current portion of long-term debt and finance lease obligations	186.8			—		86.4		—			273.2
Intercompany payables	1,440.8			406.2		235.1		(2,082.1		)	—
Accrued liabilities	239.1			65.6		235.6		(250.0		)	290.3
Total current liabilities	1,866.7			480.1		674.2		(2,332.1		)	688.9
Long-term debt and finance lease obligations	599.8			—		2.4		—			602.2
Intercompany notes payable	—			1,362.2		294.4		(1,656.6		)	—
Operating lease liabilities	—			4.0		52.0		—			56.0
Other liabilities	1.2			110.7		161.3		(80.9		)	192.3
Shareholders' (deficit) equity	(277.0		)	1,224.6		1,289.4		(2,514.0		)	(277.0		)
Total liabilities and shareholders' equity	$	2,190.7		$	3,181.6	$	2,473.7	$	(6,583.6	)	$	1,262.4

Condensed Consolidating Statement of Cash Flows



	13 weeks ended March 28, 2020
(In millions)	Parent			Guarantor			Non-Guarantors			Eliminations			Total
Operating Activities:
Net cash provided by (used in) operating activities	$	2.9		$	16.1		$	(98.8	)	$	32.8		$	(47.0	)
Investing Activities:
Capital expenditures	—			(5.2		)	(3.0		)	—			(8.2		)
Proceeds from disposal of property, plant and equipment	—			—			0.5			—			0.5
Net intercompany loans	2.5			67.0			83.9			(153.4		)	—
Net cash provided by (used in) investing activities	2.5			61.8			81.4			(153.4		)	(7.7		)
Financing Activities:
Dividend payments to parent	—			—			(1.9		)	1.9			—
Repayment of finance lease obligations	—			—			(0.3		)	—			(0.3		)
Net change in short-term debt	45.9			—			75.1			—			121.0
Debt issuance costs	(1.7		)	—			—			—			(1.7		)
Net intercompany borrowings	(49.6		)	(74.3		)	5.2			118.7			—
Net cash (used in) provided by financing activities	(5.4		)	(74.3		)	78.1			120.6			119.0
Effect of exchange rate changes on cash, cash equivalents and restricted cash	—			—			(12.4		)	—			(12.4		)
Net change in cash, cash equivalents and restricted cash	—			3.6			48.3			—			51.9
Cash, cash equivalents and restricted cash at beginning of year	—			0.3			125.8			—			126.1
Cash, cash equivalents and restricted cash at end of period	$	—		$	3.9		$	174.1		$	—		$	178.0

Condensed Consolidating Statement of Cash Flows



	13 weeks ended March 30, 2019
(In millions)	Parent			Guarantor			Non-Guarantors			Eliminations			Total
Operating Activities:
Net cash provided by (used in) operating activities	$	3.8		$	(115.4	)	$	74.4		$	(2.9	)	$	(40.1	)
Investing Activities:
Capital expenditures	—			(7.5		)	(5.4		)	—			(12.9		)
Proceeds from disposal of property, plant and equipment	—			—			0.6			—			0.6
Net intercompany loans	22.2			53.6			(64.3		)	(11.5		)	—
Net cash provided by (used in) investing activities	22.2			46.1			(69.1		)	(11.5		)	(12.3		)
Financing Activities:
Dividend payments to shareholders	(33.9		)	—			—			—			(33.9		)
Dividend payments to parent	—			—			(2.7		)	2.7			—
Repurchase of common stock	(0.7		)	—			—			—			(0.7		)
Repayment of finance lease obligations	—			—			(0.3		)	—			(0.3		)
Net change in short-term debt	64.6			—			19.5			—			84.1
Debt issuance costs	(1.3		)	—			—			—			(1.3		)
Net intercompany borrowings	(54.7		)	69.3			(26.3		)	11.7			—
Net cash (used in) provided by financing activities	(26.0		)	69.3			(9.8		)	14.4			47.9
Effect of exchange rate changes on cash, cash equivalents and restricted cash	—			—			3.1			—			3.1
Net change in cash, cash equivalents and restricted cash	—			—			(1.4		)	—			(1.4		)
Cash, cash equivalents and restricted cash at beginning of year	—			0.3			151.6			—			151.9
Cash, cash equivalents and restricted cash at end of period	$	—		$	0.3		$	150.2		$	—		$	150.5