TUPPERWARE CORP
10-Q, 1997-11-06
PLASTICS PRODUCTS, NEC
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         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 27, 1997  
   
  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 6, 1997, 61,012,106 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 27, 1997 and September 28, 1996......    2 
  
          Consolidated Statement of Income 
          (Unaudited) for the 39 week periods ended 
          September 27, 1997 and September 28, 1996......    3 
          
          Consolidated Balance Sheet 
          (Unaudited) as of September 27, 1997 and 
          December 28, 1996..............................    4 
   
          Consolidated Statement of Cash Flows 
          (Unaudited) for the 39 week periods ended
          September 27, 1997 and September 28, 1996......    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.  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 included 
in the Annual Report on Form 10-K of the Registrant for its 
fiscal year ended December 28, 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 27, September 28,
                                             1997           1996 
                                         ------------  ------------ 
                                   (In millions, except per share amounts) 
 
<S>                                        <C>            <C>
Net sales...............................   $ 251.4        $ 290.6 
                                           --------       -------- 
 
Costs and expenses: 
  Cost of products sold.................      95.7          104.6 
  Delivery, sales, and  
    administrative expense..............     143.8          154.9 
  Interest expense......................       5.7            4.7 
  Interest income.......................      (0.8)          (0.8) 
  Costs associated with becoming
    an independent company..............        -             3.2
  Other expense (income), net...........       2.4           (0.3)
                                           --------       -------- 
     Total costs and expenses...........     246.8          266.3  
                                           --------       --------
Income before income taxes..............       4.6           24.3  
Provision for income taxes..............       1.2            6.2  
                                           --------       -------- 
Net income..............................   $   3.4        $  18.1
                                           ========       ========
Net income per common and common 
equivalent share........................   $  0.06        $  0.29
                                           ========       ======== 
Average number of common and common
 equivalent shares outstanding..........      61.7           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 27, September 28,
                                             1997           1996 
                                         ------------  ------------ 
                                   (In millions, except per share amounts) 
 
<S>                                        <C>            <C>
Net sales...............................   $ 909.2        $ 998.6 
                                           --------       -------- 
 
Costs and expenses: 
  Cost of products sold.................     340.8          359.3 
  Delivery, sales, and  
    administrative expense..............     458.8          491.2 
  Interest expense......................      15.8            7.2 
  Interest income.......................      (2.5)          (2.7) 
  Costs associated with becoming
    an independent company..............       -              5.8
  Other expense, net....................       6.7            1.4 
                                           --------       -------- 
     Total costs and expenses...........     819.6          862.2  
                                           --------       --------
Income before income taxes..............      89.6          136.4  
Provision for income taxes..............      23.3           36.1  
                                           --------       -------- 
Net income .............................   $  66.3        $ 100.3
                                           ========       ========
Net income (1996 pro forma) per common
 and common equivalent share............   $  1.07        $  1.52
                                           ========       ======== 
Average number of common and
 common equivalent shares 
 outstanding............................      62.3           63.2
                                           ========       ======== 

See accompanying Notes to Consolidated Financial Statements 
(Unaudited). 
</TABLE>
                                - 3 -


<PAGE> 
<TABLE> 
                      TUPPERWARE CORPORATION    
                    CONSOLIDATED BALANCE SHEET 
                              ASSETS 
                            (UNAUDITED) 
 
 
<CAPTION>
                                     September 27, December 28,
                                         1997         1996    
                                     ------------- ------------ 
                                           (In millions) 
<S>                                    <C>          <C>
Cash and cash equivalents............  $   38.7     $   53.0 
 
Accounts receivable..................     147.6        147.2 
  Less allowances for  
    doubtful accounts................     (27.9)       (25.9)
                                       ---------    --------- 
                                          119.7        121.3

Inventories..........................     215.1        252.8 
Deferred income tax benefits.........      29.6         35.1  
Prepaid expenses and other assets....      56.6         61.0  
                                       ---------    --------- 
    Total current assets.............     459.7        523.2 
                                       ---------    --------- 
 
Deferred income tax benefits.........      70.6         56.4

Property, plant, and equipment.......     959.3        974.2
  Less accumulated depreciation......    (653.0)      (643.2)
                                       ---------    ---------
                                          306.3        331.0
 
Long-term receivables, net of 
  allowances of $39.7 million at 
  September 27, 1997 and $38.0  
  million at December 28, 1996.......      42.4         33.5
Other assets.........................      29.8         34.4
                                       ---------    ---------
    Total assets.....................  $  908.8     $  978.5
                                       =========    =========

See accompanying Notes to Consolidated Financial Statements 
(Unaudited). 
</TABLE>
                                 - 4 - 
 
<PAGE> 
<TABLE> 
                     TUPPERWARE CORPORATION    
                   CONSOLIDATED BALANCE SHEET 
               LIABILITIES AND SHAREHOLDERS' EQUITY 
                           (UNAUDITED) 
<CAPTION>
                                     September 27, December 28, 
                                         1997          1996    
                                     ------------- ------------ 
                      (Dollars in millions, except per share amounts)
<S>                                     <C>           <C>
Accounts payable...................     $ 72.6        $ 95.6 
Short-term borrowings and current 
  portion of long-term debt........       68.7          25.3 
Accrued liabilities................      201.6         246.1 
                                       --------      --------
    Total current liabilities......      342.9         367.0
                                       --------      --------
 
Long-term debt.....................      230.3         215.3
Accrued postretirement  
  benefit cost.....................       37.9          36.9
Other liabilities..................       54.2          53.8
 
Shareholders' equity: 
  Preferred stock, $0.01 par value,
     200,000,000 shares authorized;
     none issued...................        -             -
  Common stock, $0.01 par value,
     600,000,000 shares authorized;
     62,367,289 shares issued......        0.6           0.6
  Capital surplus..................       19.1          19.1
  Retained earnings................      442.2         418.2
  Treasury stock, 1,335,183 shares 
     at cost.......................      (52.6)          - 
  Unearned portion of restricted
     stock issued for future              
     service.......................       (2.8)         (3.9)
  Cumulative foreign currency  
     adjustments...................     (163.0)       (128.5)
                                       --------      --------
    Total shareholders' equity.....      243.5         305.5
                                       --------      --------
    Total liabilities and   
      shareholders' equity.........    $ 908.8       $ 978.5
                                       ========      ========

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 27, September 28,
                                               1997          1996 
                                           ------------- ------------- 
                                                   (In millions) 
<S>                                          <C>           <C>
Cash flows from operating activities: 
  Net income.............................    $  66.3       $100.3 
  Adjustments to reconcile net income to 
    net cash provided by operating 
    activities: 
      Depreciation.......................       49.3         48.8
      Loss on sale of assets.............        1.5          2.1
      Foreign exchange loss, net.........        0.9          1.0

  Changes in assets and liabilities: 
      Increase in accounts receivable....       (9.4)       (24.8)
      Decrease (increase) in inventory...       20.7        (51.4)
      Decrease in accounts payable
        and accrued liabilities..........      (24.2)        (4.0)
      Decrease in income taxes payable...      (15.3)       (12.1)
      Increase in net deferred
        income taxes.....................      (10.0)        (5.5)
      Other, net.........................       (6.4)       (15.0)
                                             --------      -------- 
       Net cash provided by operating 
         activities......................       73.4         39.4
                                             --------      --------
Cash flows from investing activities: 
  Capital expenditures...................      (48.2)       (64.3)
                                             --------      -------- 
Cash flows from financing activities: 
  Special dividend to Premark............        -         (284.9)
  Net transactions with Premark
    other than special dividend..........        -           43.4 
  Dividend payments to shareholders......      (40.8)         -
  Proceeds from exercise of 
    stock options........................        3.4          0.8
  Payments to acquire treasury stock.....      (55.7)         -
  Net increase in short-term debt........       46.6        130.4 
  Proceeds from issuance of 
    long-term debt.......................       15.0        201.8
  Repayment of long-term debt............        -         (100.3)
                                             --------      -------- 
       Net cash used in financing
         activities......................      (31.5)        (8.8)
                                             --------      -------- 
Effect of exchange rate changes on cash 
  and cash equivalents...................       (8.0)        (3.1)
                                             --------      -------- 
Net decrease in cash and 
  cash equivalents.......................      (14.3)       (36.8) 

Cash and cash equivalents at beginning
  of year................................       53.0         97.3
                                             --------      --------
Cash and cash equivalents at end 
  of period..............................    $  38.7       $ 60.5
                                             ========      ======== 

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.  Certain prior year amounts have been reclassified to conform 
with the current year's presentation.  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 27,   December 28, 
                                       1997          1996 
                                  ------------    ------------ 
<S>                                  <C>           <C> 
Finished goods..................     $  98.8       $ 127.5 
Work in process.................        49.0          49.0 
Raw materials and supplies......        67.3          76.3 
                                     --------      -------- 
     Total inventories               $ 215.1       $ 252.8 
                                     ========      ======== 
</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
on May 31, 1996, through a 1-for-1 distribution of stock, which was  
tax free to Premark's shareholders pursuant to a ruling received from
the Internal Revenue Service. 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 16, 1996. 
 
Pro forma net income per common and common equivalent share for the 1996 
year-to-date period is calculated as if the Distribution had occurred at 
the beginning of fiscal 1996 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 39 week period ended September 28, 
1996.

Historical net income for the 39 weeks ended September 28, 1996 is 
adjusted for $7.0 million of additional interest expense, net of $2.7
million of tax benefits, for the five-month period prior to the 
Distribution in the second quarter of 1996, related to the increase
in borrowings at an assumed interest rate of 6.2 percent.  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.

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 27, 1997, compared with the 13 weeks 
and 39 weeks ended September 28, 1996, and changes in financial condition 
during the 39 weeks ended September 27, 1997.

The Distribution

As described in Note 3 to the consolidated financial statements, 
Tupperware was established as an independent company in May 1996.

Net Sales and Net Income

Net sales for the third quarter ended September 27, 1997 were $251.4 
million, a decrease of 13.5 percent from $290.6 million in 1996.  Net 
income for the third quarter of 1997 decreased by $14.7 million, or 
80.8 percent, to $3.4 million or $0.06 per share from 1996 net income 
of $18.1 million or $0.29 per share.  A stronger U.S. dollar in 1997 
had a negative impact of $25.3 million or 8 percentage points on the 
sales comparison, and a $2.9 million or 4 percentage point negative 
impact on the net income comparison for the quarter.

For the year-to-date period, sales were $909.2 million, which was a 
decline of $89.4 million or 9.0 percent from $998.6 million in 1996.  
Net income of $66.3 million for the 39 weeks ended September 27, 1997 
decreased by $29.7 million or 30.9 percent from 1996 pro forma net 
income of $96.0 million.  For the nine months, the negative impact 
of foreign exchange was $67.0 million or 7 percentage points on the 
sales comparison and $10.0 million or 8 percentage points on the 
comparison of 1997 net income with 1996 pro forma net income.  Net 
income prior to the pro forma adjustments was $100.3 million for 
the 39-week period ending September 28, 1996.

For both the 13- and 39-week periods, before the negative impact of 
foreign exchange, sales and operating results increased in Europe 
and decreased in Latin America and the United States.  Sales in 
Asia Pacific increased slightly for the quarter, but decreased for 
the nine months, and operating profit in the area decreased for 
both the quarter and the year-to-date period.  The third quarter 
and first nine months of 1996 included $3.2 million and $5.8 million 
($1.9 million or $0.03 per share and $3.5 million or $0.06 per share 
after tax), respectively, of costs associated with becoming an 
independent company.  International operations contributed 87 percent 
and 88 percent of third quarter and first nine months 1997 sales, 
respectively, compared with 88 percent and 86 percent, respectively, 
for the 1996 periods.  In the third quarters of both 1997 and 1996,
international operations generated all of the Company's operating 
profit and 100 and 99 percent of its operating profit in 
the respective 1997 and 1996 year-to-date periods.

Costs and Expenses

The cost of products sold in relation to sales increased to 38.1 
percent and 37.5 percent in the third quarter and first three 
quarters of 1997, respectively, from 36.0 percent in both 1996
periods.  The increases primarily resulted from higher unit 
manufacturing costs in the United States and Asia Pacific, 
reflecting reduced sales levels and the Company's inventory 
reduction plan.  Delivery, sales, and administrative expense as 
a percentage of sales for the quarterly and year-to-date periods 
was 57.2 percent and 50.5 percent, respectively, in 1997 and 
53.3 percent and 49.2 percent, respectively, in 1996.  Although 
expenses were lower in both 1997 periods compared with 1996, they 
did not decrease as significantly as sales since many of the costs 
are fixed for a period of time.

Net Interest Expense

In the third quarter and first three quarters of 1997, the Company 
incurred net interest expense of $4.9 million and $13.3 million, 
respectively.  For the comparable 1996 periods, the Company
incurred net interest expense of $3.9 million and $4.5 million, 
respectively.  The higher net expense in the third quarter of 1997, 
primarily reflects the higher interest on the Company's fixed rate
debt, which was issued after the third quarter of 1996, compared
with the interest rate on the commercial paper the new borrowings
replaced.  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 higher interest expense in 1997 in the year-to-date period.

Tax Rate

The effective tax rates for both the third quarter and first three 
quarters of 1997 were 26.0 percent compared with 25.6 percent 
and 26.5 percent, respectively, for the 1996 periods.  For the year
ended December 28, 1996, the effective tax rate was 25.5 percent.  
The effective tax rates are significantly below the U.S. statutory 
tax rate reflecting the availability of excess foreign tax credits 
and the reduction of certain valuation allowances against deferred 
tax assets where it is now management's best estimate that there 
is a greater than 50 percent probability that the benefit of the 
assets will be realized in the associated tax returns.


Regional Results (dollars in millions)

Europe
<TABLE>
<CAPTION>
                                                  
                                                  Foreign     
                                 Increase         exchange    Percent of
                                (Decrease)         Impact       Total
                 1997   1996   Dollar  Percent  Dollar   pp   1997 1996 
                ------ ------  ------  -------  ------- ----  ---- ----
<S>            <C>     <C>     <C>      <C>     <C>     <C>    <C>  <C>

Quarter:
 Net sales     $ 97.2  $112.1  $(14.9)  (13)%   $(17.4) (16)   39%  39%
 Operating 
   profit        12.8    14.9    (2.1)  (15)      (2.5) (18)   98   44

Year to Date:
 Net sales     $396.9  $414.0  $(17.1)   (4)%   $(47.3) (12)   44%  41%
 Operating  
   profit        88.7    85.4     3.3     4       (9.7) (13)   78   54

</TABLE>

The slight sales and operating profit increase in the quarter before the effect 
of foreign exchange reflects modest sales increases in several markets offset 
by continued weakness in the United Kingdom and, with regard to profit, lower 
promotional spending in Germany.  For the year-to-date period, before the 
unfavorable impact of foreign exchange, the increases primarily reflect volume
improvement in Germany, Italy, and Greece, along with sales of a more favorable
mix of products in South Africa.   These factors were partially offset by 
continued weakness in the United Kingdom and France.  The volume fluctuations  
reflect the size of the active sales forces.  The operating profit improvement 
followed from the higher sales as well as from reduced promotional spending in 
Germany.  In Germany, the first quarter of 1996 was negatively affected by 
weak economic conditions and low sales during an important promotional period.  
Foreign exchange had a negative impact on the sales and profit comparisons 
due to the dollar's strength against currencies throughout the region.


Asia Pacific
<TABLE>
<CAPTION>
                                                   
                                                   
                                                   Foreign     
                                                   exchange   Percent of
                                  Decrease          impact      total
                1997    1996   Dollar  Percent   Dollar    pp  1997 1996 
               ------  ------  ------  -------  -------   ---- ---- ----
<S>            <C>     <C>     <C>      <C>     <C>       <C>   <C>  <C>
 
Quarter:
 Net sales     $ 69.1  $ 75.4  $ (6.3)   (8)%   $ (7.8)   (10)  27%  26%
 Operating 
   profit         8.8    11.9    (3.1)  (26)      (1.3)   (10)  67   36

Year to Date:
 Net sales     $210.2  $245.1  $(34.9)  (14)%   $(19.4)    (7)  23%  25%
 Operating  
   profit        21.7    40.5   (18.8)  (46)      (3.7)    (5)  19   25

</TABLE>

The increase in sales for the quarter, before the impact of foreign exchange, 
reflects the sale of new products in the Philippines and higher volume from
improved productivity in Korea.  The decrease in operating profit resulted from 
the impact of lower production to reduce inventories and higher spending on 
the new market entries in India and China, which more than offset the benefit 
from the higher sales volume.  For the year-to-date period, the lower sales 
were from lower volume in Japan and the Philippines, due to fewer active 
sellers.  The lower operating profit resulted from the decreased sales volume 
along with a lower gross margin due to lower production levels and increased 
costs associated with the new markets of China and India, which was only 
partially offset by a reduction in promotional spending.  The negative 
impact of foreign exchange for both periods was due to the dollar's 
strength against currencies throughout the region.

Latin America
<TABLE>
<CAPTION>                                       Foreign
                                                exchange     Percent of
                                 Decrease        impact        total
              1997    1996   Dollar  Percent  Dollar    pp   1997  1996 
             ------  ------  ------  -------  -------  ----  ----  ----
<S>          <C>     <C>     <C>      <C>     <C>     <C>    <C>   <C>
Quarter:
 Net sales   $ 53.2  $ 68.2  $(15.0)  (22)%   $(0.2)   -     21%   22%
 Operating
  (loss)
  profit       (2.6)   11.0   (13.6) (123)       -     -     nm    33

Year to Date:
 Net sales   $192.8  $201.3    (8.5)   (4)%   $(0.4)   -     21%   20%
 Operating  
  profit       19.8    31.0   (11.2)  (36)     (0.1)   -     17    20

</TABLE>

The sales decreases for both the quarter and nine-month period reflect 
lower sales volumes in Brazil and Argentina, which were partially offset 
by higher volume in Mexico in the year-to-date period.  The lower volumes 
in Brazil and Argentina are the result of significantly lower sales force
productivity and activity levels, which are being addressed through 
training of distributors and the sales forces on direct selling 
fundamentals and by refocusing on party plan versus one-on-one selling.  
The third quarter operating loss and the lower operating profit for the 
nine months are the result of the lower sales volume and higher 
promotional costs in Brazil and promotional and operating costs 
in Mexico.
<PAGE>

United States
<TABLE>
<CAPTION>
                                               
                                              
                                               Percent of
                                 Decrease        total
              1997    1996   Dollar  Percent   1997   1996 
             ------  ------  ------  -------   ----   ----
<S>          <C>     <C>     <C>       <C>     <C>     <C>
Quarter: 
 Net sales   $ 31.9  $ 34.9  $ (3.0)    (8)%    13%    12%
 Operating
  loss         (6.0)   (4.4)   (1.6)   (36)     nm     nm

Year to Date:
 Net sales   $109.3  $138.2  $(28.9)   (21)%    12%    14%
 Operating
  (loss)
  profit      (16.0)    2.2   (18.2)  (823)     nm      1

</TABLE>

The lower U.S. sales reflect the impact of implementing higher sales force 
standards in the latter half of 1996.  The new standards led to smaller 
active sales forces compared with the 1996 periods.  New programs, 
including a two-tiered vehicle program, have been implemented to 
increase recruiting and activity.  The increase in the operating 
losses in 1997 reflect the impact of lower sales, along with higher 
manufacturing costs per unit due to the lower production volume.  
Additionally, promotional expenses increased because of the new vehicle
program; however, operating expenses were lower in both 1997 periods 
than in 1996, reflecting the effort to reduce the operating losses.
<PAGE>

Financial Condition

Working capital was $116.8 million as of September 27, 1997, compared 
with $156.2 million as of the end of 1996.  The decrease primarily 
relates to an increase in short-term borrowings and a decrease in 
inventories, which was partially offset by a decrease in accounts
payable and accrued liabilities.  The Company classifies a portion 
of its outstanding borrowings that are due within one year by their 
terms as non-current due to its ability and intent that they be 
outstanding throughout the succeeding twelve months.  Based on 
the timing of the Company's cash inflows during the year, the amount 
classified as short-term was relatively higher at the end of the
third quarter of 1997 compared with the end of 1996. 

Net cash provided by operating activities in the first nine months
of 1997 was $73.4 million, compared with $39.4 million in the 1996 
period.  The improvement primarily reflects the 1997 reduction in
inventories versus an increase in 1996, as a result of the Company's 
inventory reduction initiative, and a significantly lower increase 
in accounts receivable reflecting sales trends and collection efforts.  
Partially offsetting these factors were lower net income and a 1997 
decrease in accounts payable and accrued liabilities versus an 
increase in 1996, resulting primarily from lower annual executive 
incentive compensation, the timing of payments, and lower sales.  
The $48.2 million of cash used in investing activities was for 
capital expenditures, the most significant portion being for new molds.  

On May 28, 1997, a subsidiary of the Company sold to the public
$15.0 million of 6.84 percent fixed rate notes, which mature on 
June 2, 2000 (Notes).  The proceeds of the Notes were used
to refinance a portion of the Company's outstanding commercial
paper borrowings.  On August 8, 1997, the Company amended its
$300 million unsecured multicurrency credit facility to extend 
its maturity date from May 16, 2001 to August 8, 2002. As of 
September 27, 1997, the Company had $300 million available
under the multicurrency credit facility.  The multicurrency credit 
facility along with $231 million of foreign uncommitted lines of 
credit and cash generated by operating activities, are expected 
to be adequate to finance any additional working capital needs 
and capital expenditures.  

In the first quarter of 1997, the Company began making share
repurchases under its program announced in 1996.  During the 
first three quarters, the Company repurchased approximately
1.4 million shares of its common stock at an average cost of 
approximately $40 per share.




<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 
                   1997 is filed as an exhibit to this report. 
 
    
         (b)  Reports on Form 8-K 
 
              During the quarter, the Registrant did not file any 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:  Thomas P. O'Neill, Jr. 
                                        ------------------------- 
                                          Senior Vice President   
                                           and Chief Financial      
                                                Officer
                     
 
 
 
 
Orlando, Florida    
 
November 6, 1997 

<PAGE> 


                                                         EXHIBIT 11
                     TUPPERWARE CORPORATION    
        STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
                           (Unaudited) 
 
[CAPTION]
                                                   13 Weeks Ended   
                                             -------------------------- 
                                             September 27,  September 28,
                                                 1997          1996 
                                             ------------  ------------- 
                              (Dollars in millions, shares in thousands)

[S]                                            [C]            [C]
Earnings ...................................    $   3.4       $  18.1
                                                =======       ======= 
PRIMARY METHOD
 Shares
     Cumulative average outstanding shares..     61,216        62,132 
     Common equivalent shares...............        518           975
                                                -------       -------
     Weighted average number of common
        and common equivalent shares
        outstanding.........................     61,734        63,107
                                                =======       ======= 

 Primary earnings per share                     $  0.06       $  0.29

FULLY DILUTED METHOD 
  Shares 
     Cumulative average outstanding shares..     61,216        62,132
     Common equivalent shares...............        518         1,014
                                                -------       -------
     Weighted average number of common
        and common equivalent shares........
        outstanding.........................     61,734        63,146
                                                =======       ======= 
  Fully Diluted earnings per share..........    $  0.06       $  0.29 
                                                =======       ======= 

<PAGE> 

<TABLE>

                                                           EXHIBIT 11
                     TUPPERWARE CORPORATION    
        STATEMENT OF COMPUTATION OF PER SHARE EARNINGS<F1>
                           (Unaudited) 
 
<CAPTION>
                                                   39 Weeks Ended   
                                             -------------------------- 
                                             September 27, September 28,
                                                 1997          1996 
                                             ------------  ------------- 
                              (Dollars in millions, shares in thousands)

<S>                                             <C>           <C>        
Earnings (1996 pro forma)...................    $  66.3       $  95.9
                                                =======       ======= 
PRIMARY METHOD
 Shares (1996 pro forma)
     Cumulative average outstanding shares..     61,617        62,133 
     Common equivalent shares...............        665         1,030
                                                -------       -------
     Weighted average number of common
        and common equivalent shares
        outstanding.........................     62,282        63,163
                                                =======       ======= 
                                                
 Primary earnings per share (1996 pro forma)    $  1.07       $  1.52

FULLY DILUTED METHOD 
  Shares (1996 pro forma) 
     Cumulative average outstanding shares..     61,617        62,133
     Common equivalent shares...............        668         1,043
                                                -------       -------
     Weighted average number of common
        and common equivalent shares........
        outstanding.........................     62,285        63,176
                                                =======       ======= 
  Fully Diluted earnings per share (1996
        pro forma)..........................    $  1.07       $  1.52 
                                                =======       ======= 

<F1>For the period prior to the Distribution, the number of shares
    actually outstanding and the number of common equivalent
    shares existing at the date of the Distribution has been used.
</TABLE>

<TABLE> <S> <C>
 
<ARTICLE>          5 
<LEGEND> 
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
TUPPERWARE CORPORATION'S THIRD QUARTER 1997 FINANCIAL STATEMENTS AS
FILED IN ITS QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 
</LEGEND> 
<MULTIPLIER>  1,000 
        
<S>                                        <C> 
<PERIOD-TYPE>                              9-MOS 
<FISCAL-YEAR-END>                          DEC-27-1997 
<PERIOD-START>                             DEC-29-1996 
<PERIOD-END>                               SEP-27-1997 
<CASH>                                          38,700 
<SECURITIES>                                         0 
<RECEIVABLES>                                  147,600
<ALLOWANCES>                                    27,900 
<INVENTORY>                                    215,100 
<CURRENT-ASSETS>                               459,700 
<PP&E>                                         959,300 
<DEPRECIATION>                                 653,000 
<TOTAL-ASSETS>                                 908,800 
<CURRENT-LIABILITIES>                          342,900 
<BONDS>                                        230,300 
                                0 
                                          0 
<COMMON>                                           600 
<OTHER-SE>                                     242,900 
<TOTAL-LIABILITY-AND-EQUITY>                   908,800 
<SALES>                                        909,200 
<TOTAL-REVENUES>                               909,200 
<CGS>                                          340,800 
<TOTAL-COSTS>                                  340,800 
<OTHER-EXPENSES>                                 6,700 
<LOSS-PROVISION>                                 5,165 
<INTEREST-EXPENSE>                              15,800 
<INCOME-PRETAX>                                 89,600 
<INCOME-TAX>                                    23,300 
<INCOME-CONTINUING>                             66,300 
<DISCONTINUED>                                       0 
<EXTRAORDINARY>                                      0 
<CHANGES>                                            0 
<NET-INCOME>                                    66,300 
<EPS-PRIMARY>                                     1.07 
<EPS-DILUTED>                                        0 

</TABLE>


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