Guarantor Information |
Guarantor Information The Company's payment obligations under the Notes are fully and unconditionally guaranteed by certain "Tupperware" trademarks and service marks owned by the Guarantor, as discussed in Note 9 to the Consolidated Financial Statements. Condensed consolidated financial information as of June 29, 2013 and December 29, 2012 and for the quarter-to-date and year-to-date periods ended June 29, 2013 and June 30, 2012 for Tupperware Brands Corporation (the "Parent"), Dart Industries Inc. (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 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. Condensed Consolidating Balance Sheet | | | | | | | | | | | | | | | | | | | | | | June 29, 2013 | (In millions) | Parent | | Guarantor | | Non-Guarantors | | Eliminations | | Total | ASSETS | |
| | |
| | | | | | | Cash and cash equivalents | $ | — |
| | $ | 0.1 |
| | $ | 112.3 |
| | $ | — |
| | $ | 112.4 |
| Accounts receivable, net | — |
| | — |
| | 192.0 |
| | — |
| | 192.0 |
| Inventories | — |
| | — |
| | 333.0 |
| | — |
| | 333.0 |
| Deferred income tax benefits, net | 4.8 |
| | 44.7 |
| | 57.1 |
| | — |
| | 106.6 |
| Non-trade amounts receivable, net | 0.8 |
| | 16.4 |
| | 33.1 |
| | — |
| | 50.3 |
| Intercompany receivables | 784.4 |
| | 968.2 |
| | 413.9 |
| | (2,166.5 | ) | | — |
| Prepaid expenses and other current assets | 1.0 |
| | 62.1 |
| | 84.2 |
| | (118.6 | ) | | 28.7 |
| Total current assets | 791.0 |
| | 1,091.5 |
| | 1,225.6 |
| | (2,285.1 | ) | | 823.0 |
| Deferred income tax benefits, net | 92.0 |
| | 182.8 |
| | 80.1 |
| | (14.7 | ) | | 340.2 |
| Property, plant and equipment, net | — |
| | 34.8 |
| | 247.7 |
| | — |
| | 282.5 |
| Long-term receivables, net | — |
| | 0.1 |
| | 22.2 |
| | — |
| | 22.3 |
| Trademarks and tradenames | — |
| | — |
| | 130.9 |
| | — |
| | 130.9 |
| Other intangible assets, net | — |
| | — |
| | 3.9 |
| | — |
| | 3.9 |
| Goodwill | — |
| | 2.9 |
| | 179.9 |
| | — |
| | 182.8 |
| Investments in subsidiaries | 1,525.7 |
| | 2,282.3 |
| | — |
| | (3,808.0 | ) | | — |
| Intercompany notes receivable | 56.9 |
| | 568.1 |
| | 1,712.5 |
| | (2,337.5 | ) | | — |
| Other assets, net | 4.7 |
| | 8.1 |
| | 58.6 |
| | (36.7 | ) | | 34.7 |
| Total assets | $ | 2,470.3 |
| | $ | 4,170.6 |
| | $ | 3,661.4 |
| | $ | (8,482.0 | ) | | $ | 1,820.3 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | |
| | |
| | |
| | |
| | |
| Accounts payable | $ | — |
| | $ | 2.4 |
| | $ | 110.4 |
| | $ | — |
| | $ | 112.8 |
| Short-term borrowings and current portion of long-term debt and capital lease obligations | 53.2 |
| | — |
| | 130.7 |
| | — |
| | 183.9 |
| Intercompany payables | 938.6 |
| | 1,187.6 |
| | 40.3 |
| | (2,166.5 | ) | | — |
| Accrued liabilities | 104.2 |
| | 79.3 |
| | 297.2 |
| | (118.7 | ) | | 362.0 |
| Total current liabilities | 1,096.0 |
| | 1,269.3 |
| | 578.6 |
| | (2,285.2 | ) | | 658.7 |
| Long-term debt and capital lease obligations | 602.7 |
| | — |
| | 16.4 |
| | — |
| | 619.1 |
| Intercompany notes payable | 409.9 |
| | 1,302.6 |
| | 625.0 |
| | (2,337.5 | ) | | — |
| Other liabilities | 25.8 |
| | 47.5 |
| | 184.6 |
| | (51.3 | ) | | 206.6 |
| Shareholders' equity | 335.9 |
| | 1,551.2 |
| | 2,256.8 |
| | (3,808.0 | ) | | 335.9 |
| Total liabilities and shareholders' equity | $ | 2,470.3 |
| | $ | 4,170.6 |
| | $ | 3,661.4 |
| | $ | (8,482.0 | ) | | $ | 1,820.3 |
|
Condensed Consolidating Balance Sheet | | | | | | | | | | | | | | | | | | | | | | December 29, 2012 | (In millions) | Parent | | Guarantor | | Non-Guarantors | | Eliminations | | Total | ASSETS | |
| | |
| | | | | | | Cash and cash equivalents | $ | — |
| | $ | 0.2 |
| | $ | 119.6 |
| | $ | — |
| | $ | 119.8 |
| Accounts receivable, net | — |
| | — |
| | 173.4 |
| | — |
| | 173.4 |
| Inventories | — |
| | — |
| | 313.9 |
| | — |
| | 313.9 |
| Deferred income tax benefits, net | 4.8 |
| | 46.8 |
| | 43.3 |
| | — |
| | 94.9 |
| Non-trade amounts receivable, net | — |
| | 3.2 |
| | 35.8 |
| | — |
| | 39.0 |
| Intercompany receivables | 152.0 |
| | 378.0 |
| | 415.4 |
| | (945.4 | ) | | — |
| Prepaid expenses and other current assets | 1.4 |
| | 65.8 |
| | 111.0 |
| | (152.7 | ) | | 25.5 |
| Total current assets | 158.2 |
| | 494.0 |
| | 1,212.4 |
| | (1,098.1 | ) | | 766.5 |
| Deferred income tax benefits, net | 82.9 |
| | 174.2 |
| | 102.0 |
| | — |
| | 359.1 |
| Property, plant and equipment, net | — |
| | 32.4 |
| | 266.4 |
| | — |
| | 298.8 |
| Long-term receivables, net | — |
| | 0.1 |
| | 24.7 |
| | — |
| | 24.8 |
| Trademarks and tradenames | — |
| | — |
| | 138.4 |
| | — |
| | 138.4 |
| Other intangible assets, net | — |
| | — |
| | 5.0 |
| | — |
| | 5.0 |
| Goodwill | — |
| | 2.9 |
| | 190.0 |
| | — |
| | 192.9 |
| Investments in subsidiaries | 1,417.0 |
| | 2,195.0 |
| | — |
| | (3,612.0 | ) | | — |
| Intercompany notes receivable | 81.5 |
| | 578.2 |
| | 1,677.4 |
| | (2,337.1 | ) | | — |
| Other assets, net | 4.5 |
| | 7.9 |
| | 86.2 |
| | (62.3 | ) | | 36.3 |
| Total assets | $ | 1,744.1 |
| | $ | 3,484.7 |
| | $ | 3,702.5 |
| | $ | (7,109.5 | ) | | $ | 1,821.8 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | |
| | |
| | |
| | |
| | |
| Accounts payable | $ | — |
| | $ | 2.6 |
| | $ | 152.2 |
| | $ | — |
| | $ | 154.8 |
| Short-term borrowings and current portion of long-term debt and capital lease obligations | 37.0 |
| | — |
| | 166.4 |
| | — |
| | 203.4 |
| Intercompany payables | 343.4 |
| | 556.3 |
| | 45.7 |
| | (945.4 | ) | | — |
| Accrued liabilities | 116.4 |
| | 96.7 |
| | 275.9 |
| | (152.7 | ) | | 336.3 |
| Total current liabilities | 496.8 |
| | 655.6 |
| | 640.2 |
| | (1,098.1 | ) | | 694.5 |
| Long-term debt and capital lease obligations | 396.4 |
| | — |
| | 18.0 |
| | — |
| | 414.4 |
| Intercompany notes payable | 346.9 |
| | 1,330.5 |
| | 659.7 |
| | (2,337.1 | ) | | — |
| Other liabilities | 24.9 |
| | 77.3 |
| | 193.9 |
| | (62.3 | ) | | 233.8 |
| Shareholders' equity | 479.1 |
| | 1,421.3 |
| | 2,190.7 |
| | (3,612.0 | ) | | 479.1 |
| Total liabilities and shareholders' equity | $ | 1,744.1 |
| | $ | 3,484.7 |
| | $ | 3,702.5 |
| | $ | (7,109.5 | ) | | $ | 1,821.8 |
|
Consolidating Statement of Income | | | | | | | | | | | | | | | | | | | | | | 13 Weeks Ended June 29, 2013 | (In millions) | Parent | | Guarantor | | Non-Guarantors | | Eliminations | | Total | Net sales | $ | — |
| | $ | — |
| | $ | 690.3 |
| | $ | (1.9 | ) | | $ | 688.4 |
| Other revenue | — |
| | 28.9 |
| | 1.5 |
| | (30.4 | ) | | — |
| Cost of products sold | — |
| | 1.5 |
| | 253.9 |
| | (29.4 | ) | | 226.0 |
| Gross margin | — |
| | 27.4 |
| | 437.9 |
| | (2.9 | ) | | 462.4 |
| Delivery, sales and administrative expense | 2.8 |
| | 18.7 |
| | 330.7 |
| | (2.9 | ) | | 349.3 |
| Re-engineering and impairment charges | — |
| | — |
| | 2.2 |
| | — |
| | 2.2 |
| Gains on disposal of assets, including insurance recoveries | — |
| | — |
| | 0.2 |
| | — |
| | 0.2 |
| Operating (loss) income | (2.8 | ) | | 8.7 |
| | 105.2 |
| | — |
| | 111.1 |
| Interest income | 0.1 |
| | 7.9 |
| | 1.4 |
| | (8.7 | ) | | 0.7 |
| Interest expense | 8.7 |
| | 4.5 |
| | 5.8 |
| | (8.7 | ) | | 10.3 |
| Income from equity investments in subsidiaries | 83.6 |
| | 76.5 |
| | — |
| | (160.1 | ) | | — |
| Other expense | — |
| | — |
| | 0.7 |
| | — |
| | 0.7 |
| Income before income taxes | 72.2 |
| | 88.6 |
| | 100.1 |
| | (160.1 | ) | | 100.8 |
| (Benefit) provision for income taxes | (4.1 | ) | | 4.6 |
| | 24.0 |
| | — |
| | 24.5 |
| Net income | $ | 76.3 |
| | $ | 84.0 |
| | $ | 76.1 |
| | $ | (160.1 | ) | | $ | 76.3 |
| Comprehensive income | $ | 23.5 |
| | $ | 33.4 |
| | $ | 56.2 |
| | $ | (89.6 | ) | | $ | 23.5 |
|
Consolidating Statement of Income | | | | | | | | | | | | | | | | | | | | | | 13 Weeks Ended June 30, 2012 | (In millions) | Parent | | Guarantor | | Non-Guarantors | | Eliminations | | Total | Net sales | $ | — |
| | $ | — |
| | $ | 641.0 |
| | $ | (2.1 | ) | | $ | 638.9 |
| Other revenue | — |
| | 25.8 |
| | 4.7 |
| | (30.5 | ) | | — |
| Cost of products sold | — |
| | 4.1 |
| | 235.2 |
| | (32.6 | ) | | 206.7 |
| Gross margin | — |
| | 21.7 |
| | 410.5 |
| | — |
| | 432.2 |
| Delivery, sales and administrative expense | 3.6 |
| | 14.3 |
| | 310.6 |
| | — |
| | 328.5 |
| Re-engineering and impairment charges | — |
| | — |
| | 1.1 |
| | — |
| | 1.1 |
| Impairment of goodwill and intangible assets | — |
| | — |
| | 76.9 |
| | — |
| | 76.9 |
| Gains on disposal of assets, including insurance recoveries | — |
| | — |
| | 7.5 |
| | | | 7.5 |
| Operating (loss) income | (3.6 | ) | | 7.4 |
| | 29.4 |
| | — |
| | 33.2 |
| Interest income | 0.4 |
| | 7.5 |
| | 1.2 |
| | (8.5 | ) | | 0.6 |
| Interest expense | 6.5 |
| | 5.2 |
| | 5.5 |
| | (8.5 | ) | | 8.7 |
| Income from equity investments in subsidiaries | 19.0 |
| | 13.2 |
| | — |
| | (32.2 | ) | | — |
| Other expense | 0.1 |
| | 0.1 |
| | 0.2 |
| | — |
| | 0.4 |
| Income before income taxes | 9.2 |
| | 22.8 |
| | 24.9 |
| | (32.2 | ) | | 24.7 |
| (Benefit) provision for income taxes | (3.5 | ) | | 3.6 |
| | 11.9 |
| | — |
| | 12.0 |
| Net income | $ | 12.7 |
| | $ | 19.2 |
| | $ | 13.0 |
| | $ | (32.2 | ) | | $ | 12.7 |
| Comprehensive loss | $ | (41.6 | ) | | $ | (34.9 | ) | | $ | (13.1 | ) | | $ | 48.0 |
| | $ | (41.6 | ) |
Consolidating Statement of Income | | | | | | | | | | | | | | | | | | | | | | 26 Weeks Ended June 29, 2013 | (In millions) | Parent | | Guarantor | | Non-Guarantors | | Eliminations | | Total | Net sales | $ | — |
| | $ | — |
| | $ | 1,353.6 |
| | $ | (2.3 | ) | | $ | 1,351.3 |
| Other revenue | — |
| | 54.8 |
| | 8.8 |
| | (63.6 | ) | | — |
| Cost of products sold | — |
| | 8.8 |
| | 500.6 |
| | (60.6 | ) | | 448.8 |
| Gross margin | — |
| | 46.0 |
| | 861.8 |
| | (5.3 | ) | | 902.5 |
| Delivery, sales and administrative expense | 7.4 |
| | 34.9 |
| | 660.8 |
| | (5.3 | ) | | 697.8 |
| Re-engineering and impairment charges | — |
| | — |
| | 4.4 |
| | — |
| | 4.4 |
| Gains on disposal of assets, including insurance recoveries | — |
| | — |
| | 0.2 |
| | — |
| | 0.2 |
| Operating (loss) income | (7.4 | ) | | 11.1 |
| | 196.8 |
| | — |
| | 200.5 |
| Interest income | 0.3 |
| | 16.1 |
| | 2.7 |
| | (17.8 | ) | | 1.3 |
| Interest expense | 15.6 |
| | 9.3 |
| | 12.1 |
| | (17.8 | ) | | 19.2 |
| Income from equity investments in subsidiaries | 149.0 |
| | 139.0 |
| | — |
| | (288.0 | ) | | — |
| Other expense | — |
| | — |
| | 3.6 |
| | — |
| | 3.6 |
| Income before income taxes | 126.3 |
| | 156.9 |
| | 183.8 |
| | (288.0 | ) | | 179.0 |
| (Benefit) provision for income taxes | (8.2 | ) | | 6.9 |
| | 45.8 |
| | — |
| | 44.5 |
| Net income | $ | 134.5 |
| | $ | 150.0 |
| | $ | 138.0 |
| | $ | (288.0 | ) | | $ | 134.5 |
| Comprehensive income | $ | 92.6 |
| | $ | 110.2 |
| | $ | 112.4 |
| | $ | (222.6 | ) | | $ | 92.6 |
|
Consolidating Statement of Income | | | | | | | | | | | | | | | | | | | | | | 26 Weeks Ended June 30, 2012 | (In millions) | Parent | | Guarantor | | Non-Guarantors | | Eliminations | | Total | Net sales | $ | — |
| | $ | — |
| | $ | 1,281.2 |
| | $ | (2.8 | ) | | $ | 1,278.4 |
| Other revenue | — |
| | 52.0 |
| | 8.5 |
| | (60.5 | ) | | — |
| Cost of products sold | — |
| | 8.5 |
| | 474.6 |
| | (63.3 | ) | | 419.8 |
| Gross margin | — |
| | 43.5 |
| | 815.1 |
| | — |
| | 858.6 |
| Delivery, sales and administrative expense | 6.9 |
| | 27.1 |
| | 634.1 |
| | — |
| | 668.1 |
| Re-engineering and impairment charges | — |
| | — |
| | 2.0 |
| | — |
| | 2.0 |
| Impairment of goodwill and intangible assets | — |
| | — |
| | 76.9 |
| | — |
| | 76.9 |
| Gains on disposal of assets, including insurance recoveries | — |
| | 0.2 |
| | 7.5 |
| | — |
| | 7.7 |
| Operating (loss) income | (6.9 | ) | | 16.6 |
| | 109.6 |
| | — |
| | 119.3 |
| Interest income | 0.9 |
| | 15.5 |
| | 2.4 |
| | (17.5 | ) | | 1.3 |
| Interest expense | 14.1 |
| | 9.8 |
| | 12.1 |
| | (17.5 | ) | | 18.5 |
| Income from equity investments in subsidiaries | 83.9 |
| | 67.8 |
| | — |
| | (151.7 | ) | | — |
| Other expense | — |
| | — |
| | 0.1 |
| | — |
| | 0.1 |
| Income before income taxes | 63.8 |
| | 90.1 |
| | 99.8 |
| | (151.7 | ) | | 102.0 |
| (Benefit) provision for income taxes | (7.2 | ) | | 6.2 |
| | 32.0 |
| | — |
| | 31.0 |
| Net income | $ | 71.0 |
| | $ | 83.9 |
| | $ | 67.8 |
| | $ | (151.7 | ) | | $ | 71.0 |
| Comprehensive income | $ | 56.4 |
| | $ | 68.9 |
| | $ | 51.1 |
| | $ | (120.0 | ) | | $ | 56.4 |
|
Condensed Consolidating Statement of Cash Flows | | | | | | | | | | | | | | | | | | | | | | 26 Weeks Ended June 29, 2013 | (In millions) | Parent | | Guarantor | | Non-Guarantors | | Eliminations | | Total | Operating Activities: | | | | | | | | | | Net cash (used in) provided by operating activities | $ | (73.3 | ) | | $ | 27.4 |
| | $ | 125.9 |
| | $ | (8.6 | ) | | $ | 71.4 |
| Investing Activities: | | | | | | | | | | Capital expenditures | — |
| | (6.2 | ) | | (17.6 | ) | | — |
| | (23.8 | ) | Proceeds from disposal of property, plant and equipment | — |
| | — |
| | 7.1 |
| | — |
| | 7.1 |
| Net cash used in investing activities | — |
| | (6.2 | ) | | (10.5 | ) | | — |
| | (16.7 | ) | Financing Activities: | | | | | | | | | | Dividend payments to shareholders | (52.7 | ) | | — |
| | — |
| | — |
| | (52.7 | ) | Dividend payments to parent | — |
| | — |
| | (27.7 | ) | | 27.7 |
| | — |
| Net proceeds from issuance of senior notes | 200.1 |
| | — |
| | (0.1 | ) | | — |
| | 200.0 |
| Proceeds from exercise of stock options | 16.7 |
| | — |
| | — |
| | — |
| | 16.7 |
| Repurchase of common stock | (203.7 | ) | | — |
| | — |
| | — |
| | (203.7 | ) | Repayment of capital lease obligations | — |
| | — |
| | (1.4 | ) | | — |
| | (1.4 | ) | Net change in short-term debt | 16.1 |
| | — |
| | (34.0 | ) | | — |
| | (17.9 | ) | Debt issuance costs | (0.7 | ) | | — |
| | — |
| | — |
| | (0.7 | ) | Excess tax benefits from share-based payment arrangements | 9.8 |
| | — |
| | — |
| | — |
| | 9.8 |
| Net intercompany notes payable (receivable) | 87.7 |
| | (21.3 | ) | | (47.3 | ) | | (19.1 | ) | | — |
| Net cash provided by (used in) financing activities | 73.3 |
| | (21.3 | ) | | (110.5 | ) | | 8.6 |
| | (49.9 | ) | Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | (12.2 | ) | | — |
| | (12.2 | ) | Net change in cash and cash equivalents | — |
| | (0.1 | ) | | (7.3 | ) | | — |
| | (7.4 | ) | Cash and cash equivalents at beginning of year | — |
| | 0.2 |
| | 119.6 |
| | — |
| | 119.8 |
| Cash and cash equivalents at end of period | $ | — |
| | $ | 0.1 |
| | $ | 112.3 |
| | $ | — |
| | $ | 112.4 |
|
Condensed Consolidating Statement of Cash Flows | | | | | | | | | | | | | | | | | | | | | | 26 Weeks Ended June 30, 2012 | (In millions) | Parent | | Guarantor | | Non-Guarantors | | Eliminations | | Total | Operating Activities: | | | | | | | | | | Net cash (used in) provided by operating activities | $ | 22.7 |
| | $ | (22.6 | ) | | $ | 97.1 |
| | $ | (46.5 | ) | | $ | 50.7 |
| Investing Activities: | | | | | | | | | | Capital expenditures | — |
| | (3.3 | ) | | (30.4 | ) | | — |
| | (33.7 | ) | Proceeds from disposal of property, plant and equipment | — |
| | — |
| | 8.8 |
| | — |
| | 8.8 |
| Net cash used in investing activities | — |
| | (3.3 | ) | | (21.6 | ) | | — |
| | (24.9 | ) | Financing Activities: | | | | | | | | | | Dividend payments to shareholders | (37.5 | ) | | — |
| | — |
| | — |
| | (37.5 | ) | Dividend payments to parent | — |
| | — |
| | (36.8 | ) | | 36.8 |
| | — |
| Proceeds from exercise of stock options | 7.4 |
| | — |
| | — |
| | — |
| | 7.4 |
| Repurchase of common stock | (79.0 | ) | | — |
| | — |
| | — |
| | (79.0 | ) | Repayment of capital lease obligations | — |
| | — |
| | (1.3 | ) | | — |
| | (1.3 | ) | Net change in short-term debt | 54.0 |
| | — |
| | (13.6 | ) | | — |
| | 40.4 |
| Excess tax benefits from share-based payment arrangements | 8.5 |
| | — |
| | — |
| | — |
| | 8.5 |
| Net intercompany notes payable (receivable) | 23.9 |
| | 24.7 |
| | (58.3 | ) | | 9.7 |
| | — |
| Net cash provided by (used in) financing activities | (22.7 | ) | | 24.7 |
| | (110.0 | ) | | 46.5 |
| | (61.5 | ) | Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | (4.5 | ) | | — |
| | (4.5 | ) | Net change in cash and cash equivalents | — |
| | (1.2 | ) | | (39.0 | ) | | — |
| | (40.2 | ) | Cash and cash equivalents at beginning of year | — |
| | 1.9 |
| | 136.3 |
| | — |
| | 138.2 |
| Cash and cash equivalents at end of period | $ | — |
| | $ | 0.7 |
| | $ | 97.3 |
| | $ | — |
| | $ | 98.0 |
|
|