UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the 39 weeks ended September 28, 1996
OR
[ ] 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 CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-4062333
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 2353, Orlando, Florida 32802
(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_______
As of November 7, 1996, 62,231,440 shares of the Common Stock,
$0.01 par value, of the Registrant were outstanding.
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
a) Financial Statements of Registrant
Page
Index Number
Consolidated Statement of Income
(Unaudited) for the 13 week periods ended
September 28, 1996 and September 30, 1995...... 2
Consolidated Statement of Income
(Unaudited) for the 39 week periods ended
September 28, 1996 and September 30, 1995...... 3
Consolidated Balance Sheet
(Unaudited) as of September 28, 1996 and
December 30, 1995.............................. 4
Consolidated Statement of Cash Flows
(Unaudited) for the 39 week periods
ended September 28, 1996 and
September 30, 1995............................. 6
Notes to Consolidated Financial
Statements (Unaudited)......................... 7
The financial statements of the Registrant included herein have
been prepared, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (the
Commission). Although certain information normally included in
financial statements prepared in accordance with generally
accepted accounting principles has been condensed or omitted,
the Registrant believes that the disclosures are adequate to
make the information presented not misleading. It is suggested
that these consolidated financial statements be read in
conjunction with the financial statements and the notes thereto
for its fiscal year ended December 30, 1995, included in the
Form 10 Registration of Securities of the Registrant as
declared effective by the Commission on May 2, 1996.
The consolidated financial statements included herein reflect
all adjustments, consisting only of normal recurring items,
which, in the opinion of management, are necessary to present a
fair statement of the results for the interim periods
presented.
The results for interim periods are not necessarily indicative
of trends or results to be expected for a full year.
- 1 -
<PAGE>
<TABLE>
TUPPERWARE CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
<CAPTION>
13 Weeks Ended
--------------------------
September 28, September 30,
1996 1995
------------ -------------
(In millions, except per share data)
<S> <C> <C>
Net sales............................... $ 290.6 $ 291.9
-------- --------
Costs and expenses:
Cost of products sold................. 104.6 112.1
Delivery, sales and
administrative expense.............. 154.9 155.3
Interest expense...................... 4.7 0.8
Interest income....................... (0.8) (1.1)
Costs associated with becoming an
independent company................. 3.2 -
Other (income) expense................ (0.3) 1.9
-------- --------
Total costs and expenses........... 266.3 269.0
-------- --------
Income before income taxes.............. 24.3 22.9
Provision for income taxes.............. 6.2 4.6
-------- --------
Net income.............................. $ 18.1 $ 18.3
======== ========
Net income (1996)/pro forma net income
(1995) per common and common
equivalent share....................... $ 0.29 $ 0.25
======== ========
Average number of common and common
equivalent shares outstanding.......... 63.1 63.1
======== ========
See accompanying Notes to Consolidated Financial Statements
(Unaudited).
</TABLE>
- 2 -
<PAGE>
<TABLE>
TUPPERWARE CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
<CAPTION>
39 Weeks Ended
---------------------------
September 28, September 30,
1996 1995
------------- -------------
(In millions, except per share data)
<S> <C> <C>
Net sales............................... $ 998.6 $ 973.1
-------- --------
Costs and expenses:
Cost of products sold................. 359.3 348.1
Delivery, sales and
administrative expense.............. 491.2 497.1
Interest expense...................... 7.2 2.1
Interest income....................... (2.7) (3.4)
Costs associated with becoming an
independent company................. 5.8 -
Other expense......................... 1.4 2.1
-------- --------
Total costs and expenses........... 862.2 846.0
-------- --------
Income before income taxes.............. 136.4 127.1
Provision for income taxes.............. 36.1 30.3
-------- --------
Net income.............................. $ 100.3 $ 96.8
======== ========
Pro forma net income per common and
common equivalent share................ $ 1.52 $ 1.41
======== ========
Average number of common and common
equivalent shares outstanding.......... 63.2 63.1
======== ========
See accompanying Notes to Consolidated Financial Statements
(Unaudited).
</TABLE>
- 3 -
<PAGE>
<TABLE>
TUPPERWARE CORPORATION
CONSOLIDATED BALANCE SHEET
ASSETS
(UNAUDITED)
<CAPTION>
September 28, December 30,
1996 1995
--------- ---------
(In millions)
<S> <C> <C>
Cash and cash equivalents............ $ 60.5 $ 97.3
Accounts and notes receivable........ 197.3 173.6
Less allowances for
doubtful accounts................ (27.0) (26.1)
--------- ---------
170.3 147.5
Inventories.......................... 254.2 206.6
Deferred income tax benefits......... 55.2 58.1
Prepaid expenses..................... 29.1 16.9
--------- ---------
Total current assets............. 569.3 526.4
--------- ---------
Deferred income tax benefits......... 25.5 21.7
Property, plant and equipment........ 971.8 938.0
Less accumulated depreciation...... (648.9) (620.3)
--------- ---------
322.9 317.7
Long-term receivables, net of
allowances of $37.2 million at
September 28, 1996, and $24.8
million at December 30, 1995,
and other assets................... 68.7 78.2
--------- ---------
Total assets..................... $ 986.4 $ 944.0
========= =========
See accompanying Notes to Consolidated Financial Statements
(Unaudited).
</TABLE>
- 4 -
<PAGE>
<TABLE>
TUPPERWARE CORPORATION
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
(UNAUDITED)
<CAPTION>
September 28, December 30,
1996 1995
------------- ------------
(Dollars in millions except per share amounts)
<S> <C> <C>
Accounts payable................... $ 76.7 $ 88.0
Short-term borrowings and current
portion of long-term debt........ 210.5 83.8
Accrued liabilities................ 265.1 266.5
------- -------
Total current liabilities...... 552.3 438.3
------- -------
Long-term debt..................... 101.9 0.4
Accrued postretirement
benefit cost..................... 36.9 36.1
Other liabilities.................. 42.3 53.6
Shareholders' equity:
Net investment by Premark
International, Inc............ - 533.5
Preferred stock, $0.01 par value,
200,000,000 shares authorized;
none issued................... - -
Common stock, $0.01 par value,
600,000,000 shares authorized;
62,178,800 shares issued...... 0.6 -
Capital surplus.................. 13.6 -
Retained earnings................ 366.1 -
Unearned portion of restricted
stock issued for future service. (4.5) -
Cumulative foreign currency
adjustments................... (122.8) (117.9)
------- -------
Total shareholders' equity..... 253.0 415.6
------- -------
Total liabilities and
shareholders' equity......... $986.4 $944.0
======= =======
See accompanying Notes to Consolidated Financial Statements
(Unaudited).
</TABLE>
- 5 -
<PAGE>
<TABLE>
TUPPERWARE CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
39 Weeks Ended
---------------------------
September 28, September 30,
1996 1995
------------- -------------
(In millions)
<S> <C> <C>
Cash flows from operating activities:
Net income............................. $ 100.3 $ 96.8
Adjustment to reconcile net income to
net cash provided by operating
activities:
Depreciation....................... 48.8 44.0
Changes in assets and liabilities:
Increase in accounts
and notes receivable............. (24.8) (50.4)
Increase in inventory.............. (51.4) (29.2)
(Decrease)increase in accounts
payable and accrued liabilities.. (4.0) 2.0
Decrease in income taxes payable... (12.1) (5.6)
Increase in net deferred
income taxes..................... (5.5) (0.9)
Increase in prepaid expenses....... (12.4) (13.7)
Other, net......................... 0.5 9.7
-------- --------
Net cash provided by
operating activities............ 39.4 52.7
-------- --------
Cash flows from investing activities:
Capital expenditures................... (64.3) (46.5)
-------- --------
Net cash used in investing
activities...................... (64.3) (46.5)
-------- --------
Cash flows from financing activities:
Special dividend to Premark............ (284.9) -
Net transactions with Premark
other than special dividend.......... 43.4 (52.0)
Proceeds from exercise of
stock options........................ 0.8 -
Net increase in short-term debt........ 130.4 15.0
Proceeds from issuance of
long-term debt....................... 201.8 2.0
Repayment of long-term debt............ (100.3) -
-------- --------
Net cash used in financing
activities...................... (8.8) (35.0)
-------- --------
Effect of exchange rate changes on cash
and cash equivalents................... (3.1) 3.8
-------- --------
Net decrease in cash and
cash equivalents....................... (36.8) (25.0)
Cash and cash equivalents at beginning
of year................................ 97.3 102.3
-------- --------
Cash and cash equivalents at end
of period.............................. $ 60.5 $ 77.3
======== ========
See accompanying Notes to Consolidated Financial Statements
(Unaudited).
</TABLE>
- 6 -
<PAGE>
TUPPERWARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Basis of Presentation
The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and
therefore do not include all footnotes necessary for a fair
presentation of financial position, results of operations, and changes
in financial position in conformity with generally accepted accounting
principles. In the opinion of management, the unaudited consolidated
financial statements include all adjustments, consisting only of
normal recurring items, necessary for a fair presentation of financial
position and results of operations. The results of operations of any
interim period are not necessarily indicative of the results that may
be expected for a full fiscal year.
Note 2: Inventories
Inventories, by component, are summarized as follows (in millions):
<TABLE>
<CAPTION>
September 28, December 30,
1996 1995
----------- -----------
<S> <C> <C>
Finished goods.................. $ 126.6 $ 100.3
Work in process................. 47.3 40.1
Raw materials and supplies...... 80.3 66.2
-------- --------
Total inventories $ 254.2 $ 206.6
======== ========
</TABLE>
<PAGE>
Note 3: Distribution of Tupperware
On November 1, 1995, Premark International, Inc.'s (Premark) board of
directors authorized Premark management to proceed with a plan to
establish the Tupperware business (Tupperware, the company) as an
independent company through a stock distribution to Premark's
shareholders (the Distribution). The Distribution was effected
through a stock dividend on May 31, 1996. As part of this transaction,
on May 24, 1996, Dart Industries Inc.(Dart), a wholly-owned subsidiary
of the company, paid a $284.9 million special dividend to Premark (the
Dividend Payment). The Dividend Payment was funded through available
cash and a portion of the $268.0 million that was borrowed under the
company's $300 million multicurrency credit agreement that was entered
into on May 17, 1996.
Pro forma net income per common and common equivalent share is
calculated as if the Distribution had occurred at the beginning of
fiscal 1995 and assumes that Tupperware used $25.0 million of
available cash and $271.9 million of additional borrowings to fund
both the Dividend Payment of $284.9 million and $12.0 million for the
amount that Tupperware paid in July 1996 related to the quarterly
dividend declared on Premark's common stock on May 1, 1996. Pro forma
net income is based on the company's historical net income for the 13
week period ended September 30, 1995 and the 39 week periods ended
September 28, 1996 and September 30, 1995. Historical net income is
adjusted for each full quarter prior to the Distribution for $4.2
million of additional interest expense, net of $1.6 million of tax
benefits, related to the increase in borrowings at an assumed weighted
average interest rate of 6.2 percent. For the second quarter of 1996,
historical net income is adjusted for $2.8 million of additional
interest expense, net of $1.1 million of tax benefits for the two
months prior to the Distribution. Pro forma net income per share
includes pro forma net income divided by an assumed 63.1 million
weighted average common and common equivalent shares for all periods
prior to the Distribution and actual net income per share for the
period subsequent to the Distribution.
- 7 -
<PAGE>
Note 4: Sale of 7.25% Notes
On October 1, 1996, Tupperware Finance Company B.V. (TFC), an
indirectly wholly-owned subsidiary of the company, completed an
offering of $100 million of 7.25% 10-year notes. The offering was made
under a $200 million shelf registration filed with the Securities and
Exchange Commission, which was declared effective on September 25,
1996. Proceeds from the offering were used to refinance a portion of
the company's commercial paper borrowings.
Note 5: Share Repurchase
On November 7, 1996, the company announced it would purchase up to 5 million
shares of its common stock, with volume and timing to depend on market
conditions. Shares acquired will be used for general corporate needs.
Purchases will be made in the open market or through other transactions
and will be financed through cash flow from operations or issuance of
additional debt.
- 8 -
<PAGE>
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
weeks and 39 weeks ended September 28, 1996, compared with the 13 weeks
and 39 weeks ended September 30, 1995, and changes in financial
condition during the 39 weeks ended September 28, 1996.
The Distribution
On November 1, 1995, Premark's board of directors authorized Premark
management to proceed with a plan to establish the Tupperware business
as an independent company through a stock distribution to Premark's
shareholders. The Distribution was effected on May 31, 1996 through a
stock dividend, which was tax free to Premark's shareholders pursuant
to a favorable ruling received from the Internal Revenue Service.
Under the caption, "Costs associated with becoming an independent
company," in the accompanying income statements are $3.2 million and
$5.8 million of pretax costs that were incurred during the third
quarter and first nine months of 1996, respectively.
Net Sales and Net Income
Net sales for the third quarter ended September 28, 1996, were $290.6
million, versus $291.9 million in 1995. Net income for the third
quarter of 1996 increased by 15.3 percent to $18.1 million, or $0.29
per share, from pro forma net income of $15.7 million, or $0.25 per
share, in 1995. Foreign exchange had a $12.3 million, or 4 percentage
point, negative impact on the third quarter sales comparison, and a
$1.7 million, or 14 percentage point, negative impact on the comparison
of pro forma net income. There was a $0.03 negative impact from foreign
exchange on the per share comparison. Excluding the $3.2 million of
pretax costs related to becoming an independent company, net income
was $20.0 million, or $0.32 per share, a 27.8 percent increase. Net
income for the third quarter of 1995 was $18.3 million.
The sales comparison for the quarter reflects a substantial increase in
the Americas, excluding the United States and a strong operational
improvement in Europe. Offsetting these factors were lower U.S. and
Asia Pacific sales, along with the unfavorable impact of foreign
exchange. The quarterly segment profit comparison followed the sales
trends, except in the United States where profit increased modestly.
The net income comparison also reflects unallocated corporate expenses
that were $2.7 million lower in 1996 than in 1995.
For the year-to-date period, sales increased by 3 percent to $998.6
million in 1996 from $973.1 million in 1995. Pro forma net income
increased by 7.7 percent to $96.0 million, or $1.52 per share, from
$89.1 million, or $1.41 per share, last year. For the first nine
months, foreign exchange had a negative impact on the sales and pro
forma net income comparisons of $43.9 million and $6.7 million,
respectively, representing 4 percentage points and 9 percentage
points, respectively. Excluding the costs associated with becoming
an independent company, pro forma net income was $99.5 million, or
$1.57 per share, up 11.3 percent. Net income was $100.3 million
compared with $96.8 million last year.
The nine month period reflects substantial increases in sales and
segment profit in the Americas, excluding the United States. U.S.
sales were lower, but the business earned a modest segment profit
in 1996 versus a loss in 1995. Europe had a slight operational
improvement in sales, although segment profit decreased for the
period. Asia Pacific had modestly higher sales and significantly
higher segment profit, excluding the impact of foreign exchange.
Foreign exchange had a negative impact on the sales and segment
profit comparisons in all international areas. For the year-to-
date period, unallocated corporate expenses were $5.8 million
lower in 1996 than in 1995.
<PAGE>
Costs and Expenses
The cost of products sold in relation to sales decreased to 36.0
percent in the third quarter of 1996 from 38.4 percent in 1995. For
the nine months ended September 28, 1996, the ratio was also 36.0
percent versus 35.8 percent for the comparable 1995 period. The
decrease in the third quarter reflects lower raw material costs, higher
production volumes in Europe and more efficient production in the
United States. Partially offsetting these factors were lower margins
in the Americas, excluding the United States, reflecting increased
sales of products sourced from third parties.
Delivery, sales and administrative expense as a percentage of sales was
53.3 percent in the third quarter of 1996 compared with 53.2 percent in
the third quarter of 1995. The ratios were 49.2 percent and 51.1
percent for the nine month periods ended September 28, 1996 and
September 30, 1995, respectively. In the third quarter, the lower
sales in the United States, along with higher promotional costs
in Europe was mostly offset by stable costs in the Americas,
excluding the United States, even though sales in that region
increased substantially. For the year-to-date period, higher
sales with a more moderate increase in costs in the Americas,
excluding the United States, had more of an impact on the ratio
than higher promotional costs in Europe.
<PAGE>
Net Interest Expense
In the third quarter and first nine months of 1996, the company
incurred net interest expense of $3.9 million and $4.5 million,
respectively. For the comparable 1995 periods, the company earned net
interest income of $0.3 million and $1.3 million, respectively. In
connection with the Distribution, Dart paid Premark a special dividend
of $284.9 million on May 24, 1996. The company incurred a significant
amount of incremental borrowings in order to fund the majority of the
special dividend, which led to the net interest expense incurred in the
1996 periods.
Tax Rate
The effective tax rates for the third quarter and first nine months of
1996 were 25.6 percent and 26.5 percent, respectively, compared with
20.4 percent and 23.9 percent, respectively, for 1995. For the year
ended December 30, 1995, the rate was 23.8 percent. The increase in
the 1996 rates is due to a lower 1996 benefit from repatriating foreign
earnings and the absence of the 1995 benefit from the resolution of
certain international and domestic tax audit contingencies. These
factors were only partially offset by the 1996 benefit from reducing
the valuation allowance for U.S. federal deferred tax assets.
Regional Results (dollars in millions)
Europe
<TABLE>
<CAPTION>
Foreign
Exchange
Impact
Increase Positive Percent of
<Decrease> <Negative> Total
1996 1995 Dollar Percent Dollar pp 1996 1995
------ ------ ------ ------- ------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Quarter:
Sales $112.1 $107.1 $ 5.0 5% $(4.4) (4) 39% 37%
Segment profit 14.9 14.4 0.5 4 (1.0) (8) 44 52
Year to Date:
Sales 414.0 421.2 (7.2) (2) (13.8) (4) 41 44
Segment profit 85.4 95.1 (9.7) (10) (3.5) (3) 54 66
</TABLE>
<PAGE>
The quarterly increase in sales in Europe reflects improvement in volume
in Germany, the result of a larger, more productive sales force that was
motivated through promotional programs. The segment profit increase was
also attributable to the higher sales volume in Germany along with
improved gross margins achieved due to higher production volumes in the
area and a lower cost of raw materials. Increased promotional costs
partially offset these factors. For the year-to-date period, higher
sales in Italy, along with increases in certain smaller markets,
resulting from a focus on sales force recruiting and activity, were
more than offset by the negative impact of foreign exchange. The lower
segment profit for the nine months was due primarily to higher
promotional costs in Germany. Foreign exchange had a negative impact on
the comparisons throughout the area.
Americas
<TABLE>
<CAPTION>
Foreign
Exchange
Impact
Increase Positive Percent of
<Decrease> <Negative> Total
1996 1995 Dollar Percent Dollar pp 1996 1995
------ ------ ------ ------- ------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Quarter:
Sales:
U.S. $ 34.9 $ 45.1 $(10.2) (23)% - - 12% 15%
Other 68.2 52.8 15.4 29 $(2.9) (8) 23 18
------ ------ ------ ------ ---- ----
$103.1 $ 97.9 $ 5.2 5 $(2.9) (4) 35% 33%
====== ====== ====== ====== ==== ====
Segment profit:
U.S. $ (4.4) $ (4.6) $ 0.2 (6)% - - (13)% (14)%
Other 11.0 3.9 7.1 174 $(0.6) (46) 33 12
------ ------ ------ ------ ---- ----
$ 6.6 $ (0.7) $ 7.3 NM $(0.6) NM 20% (2)%
====== ====== ====== ====== ==== ====
Year to Date:
Sales:
U.S. $138.2 $150.4 $(12.2) (8)% - - 14% 15%
Other 201.3 144.4 56.9 39 $(8.5) (9) 20 15
------ ------ ------ ---- ---- ----
$339.5 $294.8 $ 44.7 15 $(8.5) (4) 34% 30%
====== ====== ====== ===== ==== ====
Segment profit:
U.S. $ 2.2 $ (1.3) $ 3.5 NM - - 1% (1)%
Other 31.0 12.6 18.4 145% $(1.7) (39) 20 9
------ ------ ------ ----- ---- ----
$ 33.2 $ 11.3 $ 21.9 192 $(1.7) (54) 21% 8%
====== ====== ====== ===== ==== ====
</TABLE>
Third quarter U.S. sales decreased due to new incentive program
standards announced at the beginning of the year. In the transition to
the new program, the size of the sales force decreased significantly.
The sales weakness in the third quarter was also the primary reason for
the negative year-to-date comparison. U.S. segment profit improved in
both the third quarter and the nine months. The gross margin percentage
was higher due to more efficient manufacturing operations, less sales
discounting and lower raw material costs. Also contributing to the
segment profit improvement was lower spending on promotions, which was
only partially offset by higher distribution costs incurred as part of
the transition to a more streamlined system.
In the Americas, excluding the United States, the improvements relate to
higher volume in Mexico, Brazil and Argentina, where the active sales
forces increased substantially in the third quarter and first nine
months, in response to successful programs to increase sales force size.
In addition to the positive impact of higher volume, segment profit also
improved due to a lower operating expense structure in relation to the
higher sales and more focused promotional spending. These factors more
than offset increased product costs resulting from more third party
sourcing of product due to capacity constraints related to the higher
volume. The region's production capacity is being increased. Foreign
exchange had a negative impact on the region's quarterly and year-to-date
comparisons, primarily due to weakness in the Mexican peso.
<PAGE>
Asia Pacific
<TABLE>
<CAPTION>
Foreign
Exchange
Impact
Increase Positive Percent of
<Decrease> <Negative> Total
1996 1995 Dollar Percent Dollar pp 1996 1995
------ ------ ------ ------- ------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Quarter:
Sales $ 75.4 $ 86.9 $(11.5) (13)% $ (5.0) (5) 26% 30%
Segment profit 11.9 13.6 (1.7) (13) (0.6) (4) 36 50
Year to Date:
Sales 245.1 257.1 (12.0) (5) (21.6) (9) 25 26
Segment profit 40.5 37.6 2.9 8 (3.5) (11) 25 26
</TABLE>
The decrease in third quarter Asia Pacific sales reflects lower volume
in Japan and the Philippines along with a weakening of the Japanese yen
versus the U.S. dollar. The lower volume in Japan resulted from stock-outs
for certain sourced product. In the Philippines, the sales
comparison reflects higher 1995 sales achieved through an inventory
liquidation program that was not repeated. The lower quarterly segment
profit followed from the lower sales volume and from higher per unit
promotion and distribution costs. For the year-to-date period, the
modest sales decrease was attributable to the weakness in the yen, the
effect of which was only partially offset by strong volume improvement
in Korea and Malaysia/Singapore reflecting higher active sales forces.
The profit improvement for the nine months was due to the higher sales
volume, a small improvement in gross margins and lower distribution and
promotion expenses, which were only partially offset by the impact of
the weak yen.
<PAGE>
Financial Condition
Under the Distribution Agreement between Premark, Tupperware and Dart,
Dart paid a special dividend to Premark of $284.9 million on May 24,
1996.
Prior to the Distribution, the Company's domestic cash requirements,
including working capital expenditures, were financed by Premark
through its centralized cash management system. On May 17, 1996,
Tupperware and certain of its subsidiaries entered into a 5-year $300
million unsecured multicurrency credit facility. This facility was
used in funding the dividend payment to Premark, but in late June, all
outstanding borrowings were refinanced through the issuance of
commercial paper. On October 1, 1996, TFC completed the sale of $100
million of 7.25% ten-year notes under a $200 million registration
statement filed with the Securities and Exchange Commission, the
proceeds of which have been used to refinance a portion of outstanding
commercial paper borrowings. As of September 28, 1996, amounts
available under the multicurrency credit facility, through commercial
paper borrowings and through $167.9 million of foreign uncommitted lines
of credit, along with cash generated by operating activities are
expected to be adequate to finance any additional working capital needs
and capital expenditures.
Net cash provided by operating activities decreased to $39.4 million
for the first nine months of 1996 compared with $52.7 million for the
first nine months of 1995. The decrease reflects a larger net increase
in working capital. Net cash used in investing activities was for
capital expenditures and totaled $64.3 million and $46.5 million in the
first nine months of 1996 and 1995, respectively. The higher 1996
expenditures primarily relate to the increase of capacity in Latin
America and the purchase of molds for use in the manufacturing process.
Working capital decreased to $17.0 million as of September 28, 1996,
compared with $88.1 million as of December 30, 1995. This decrease was
the result of a net increase in short-term borrowings of $130.4
million, primarily in connection with funding the special dividend to
Premark. Additionally, cash and cash equivalents decreased by $36.8
million, reflecting the repatriation of cash generated by international
operations. The most significant factors offsetting these decreases in
working capital were an increase in inventory of $47.6 million and an
increase in net accounts receivable of $22.8 million. Inventories
increased primarily in the Americas, reflecting the need to support the
increase in business in Latin America and slower sales in the United
States. The increase in net accounts receivable reflects seasonal sales
and collection patterns. Days sales outstanding as of September 28,
1996 were comparable to September 30, 1995.
On November 7, 1996, the company announced it would purchase up to 5 million
shares of its common stock, with volume and timing to depend on market
conditions. Shares acquired will be used for general corporate needs.
Purchases will be made in the open market or through other transactions
and will be financed through cash flow from operations or issuance of
additional debt.
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
(11) A statement of computation of per share earnings
is filed as an exhibit to this report.
(27) A Financial Data Schedule for the third quarter of
1996 is filed as an exhibit to this Report
(b) Reports on Form 8-K
During the quarter, the Registrant filed no current
reports on Form 8-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
TUPPERWARE CORPORATION
By: Thomas M. Roehlk
-------------------------
Senior Vice President,
General Counsel and
Secretary
By: Paul B. Van Sickle
-------------------------
Senior Vice President,
Finance and Operations
(Chief Financial Officer)
Orlando, Florida
November 8, 1996
<PAGE>
EXHIBIT 11
TUPPERWARE CORPORATION
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS<F1>
(Unaudited)
[CAPTION]
13 Weeks Ended
--------------------------
September 28, September 30,
1996 1995
------------ -------------
(Dollars in millions, shares in thousands)
Earnings (1996)/pro forma earnings (1995)... $ 18.1 $ 15.7
======= =======
PRIMARY METHOD
Shares
Cumulative average outstanding shares.. 62,132 62,030
Common equivalent shares............... 975 1,065
------- -------
Weighted average number of common
and common equivalent shares
outstanding......................... 63,107 63,095
======= =======
Primary earnings (1996)/pro forma
earnings (1995) pr share................. $ 0.29 $ 0.25
FULLY DILUTED METHOD
Shares
Cumulative average outstanding shares.. 62,132 62,030
Common equivalent shares............... 1,014 1,065
------- -------
Weighted average number of common
and common equivalent shares........
outstanding......................... 63,146 63,095
======= =======
Fully diluted earnings (1996)/pro forma
earnings (1995) per share................ $ 0.29 $ 0.25
======= =======
<F1>For all periods prior to the Distribution, the number of shares
actually outstanding and the number of common equivalent
shares existing at the date of the Distribution have been used.
<PAGE>
EXHIBIT 11
TUPPERWARE CORPORATION
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS<F1>
(Unaudited)
[CAPTION]
39 Weeks Ended
--------------------------
September 28, September 30,
1996 1995
------------- ------------
(Dollars in millions, shares in thousands)
Pro Forma earnings.......................... $ 96.0 $ 89.1
======= =======
PRIMARY METHOD
Shares
Cumulative average outstanding shares.. 62,133 62,030
Common equivalent shares............... 1,030 1,065
------- -------
Weighted average number of common
and common equivalent shares
outstanding............................ 63,163 63,095
======= =======
Primary pro forma earnings per share....... $ 1.52 $ 1.41
FULLY DILUTED METHOD
Shares
Cumulative average outstanding shares.. 62,133 62,030
Common equivalent shares............... 1,043 1,065
------- -------
Weighted average number of common
and common equivalent shares
outstanding......................... 63,176 63,095
======= =======
Fully diluted pro forma earnings per share.. $ 1.52 $ 1.41
======= =======
<F1>For all periods prior to the Distribution, the number of shares
actually outstanding and the number of common equivalent
shares existing at the date of the Distribution have been used.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
TUPPERWARE CORPORATION'S THIRD QUARTER 1996 FINANCIAL STATEMENTS AS
FILED IN ITS QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH COMBINED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> SEP-28-1996
<CASH> 60,500
<SECURITIES> 0
<RECEIVABLES> 197,300
<ALLOWANCES> 27,000
<INVENTORY> 254,200
<CURRENT-ASSETS> 569,300
<PP&E> 971,800
<DEPRECIATION> 648,900
<TOTAL-ASSETS> 986,400
<CURRENT-LIABILITIES> 552,300
<BONDS> 101,900
0
0
<COMMON> 600
<OTHER-SE> 252,400
<TOTAL-LIABILITY-AND-EQUITY> 986,400
<SALES> 998,600
<TOTAL-REVENUES> 998,600
<CGS> 359,300
<TOTAL-COSTS> 359,300
<OTHER-EXPENSES> 1,400
<LOSS-PROVISION> 5,775
<INTEREST-EXPENSE> 7,200
<INCOME-PRETAX> 136,400
<INCOME-TAX> 36,100
<INCOME-CONTINUING> 100,300
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 100,300
<EPS-PRIMARY> 1.52
<EPS-DILUTED> 0
</TABLE>
