The following is a discussion of the results of operations for the 13 weeks
ended March 28, 2020, compared with the 13 weeks ended March 30, 2019, and
changes in financial condition during the 13 weeks ended March 28, 2020.
The Company's core sales are derived from the distribution of its products
through independent sales organizations and individuals, who may also be its
customers, who then, in turn, sell to end consumers who are not members of its
sales force. The Company is largely dependent upon these independent sales
organizations and individuals to reach end consumers, and any significant
disruption of this distribution network would have a negative financial impact
on the Company and its ability to generate sales, earnings and operating cash
flows. The Company's primary business drivers are the size, activity, diversity
and productivity of its independent sales organizations.
In 2020, the Company continued to sell directly and/or through its sales force
as well as to end consumers via the Internet and through business-to-business
transactions, in which it sells products to a partner company.
As the impacts of foreign currency translation are an important factor in
understanding period-to-period comparisons, the Company believes the
presentation of results on a local currency basis, as a supplement to reported
results, helps improve readers' ability to understand the Company's operating
results and evaluate performance in comparison with prior periods. The Company
presents local currency information that compares results between periods as if
current period exchange rates had been used to translate results in the prior
period. The Company uses results on a local currency basis as one measure to
evaluate performance. The Company generally refers to such amounts as calculated
on a "local currency" basis, or "excluding the impact of foreign currency."
These results should be considered in addition to, not as a substitute for,
results reported in accordance with generally accepted accounting principles in
the United States ("GAAP"). Results on a local currency basis may not be
comparable to similarly titled measures used by other companies.
The global spread of the novel coronavirus (COVID-19), which has been declared
by the World Health Organization to be a "pandemic," has spread to many
countries and is impacting worldwide economic activity. Many governments have
implemented policies intended to stop or slow the further spread of the disease,
such as shelter-in-place orders, resulting in the temporary closure of schools
and non-essential businesses, and these measures may remain in place for a
significant period of time. During the first quarter of 2020, the impact of
COVID-19 on the Company's business was most pronounced in Europe and Asia
Pacific where the Company experienced partial or country-wide lockdowns of
operations in various markets, including China, France, Italy, and the
Philippines. The first quarter impact of COVID-19 largely affected March
revenues, financial results and liquidity, specifically in the second half of
the month.  While the duration and severity of this pandemic is uncertain, the
Company currently expects that its results of operations in the second quarter
of 2020 will have the most significant impact of the effects of COVID-19, and
that subsequent periods will also be negatively impacted. The extent to which
the COVID-19 pandemic ultimately impacts the Company's business, financial
condition, results of operations, cash flows, and liquidity may differ from
management's current estimates due to inherent uncertainties regarding  the
duration and further spread of the outbreak, its severity, actions taken to
contain the virus or treat its impact, and how quickly and to what extent normal
economic and operating conditions can resume.
A top priority for the Company as it navigates through the global COVID-19
pandemic is the safety of its employees and their families, sales force and
consumers, and to mitigate the impact on its operations and financial results.
The Company will continue to proactively respond to the situation and may take
further actions that alter the Company's business operations as may be required
by governmental authorities, or that the Company determines are in the best
interests of its employees, sales force and consumers.

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Results of Operations

                                   13 weeks ended                          Change
                                                                       excluding the
                                                                         impact of
(In millions, except per       Mar 28,        Mar 30,                     foreign        Foreign exchange
share amounts)                   2020           2019        Change       exchange             impact
Net sales                    $    375.9     $    487.3     (22.9 )%          (17.4 )%   $       (32.2 )
Gross margin as percent of
sales                              65.5 %         66.9 %    (1.4 )  pp         n/a                n/a
DS&A as percent of sales           64.6 %         53.9 %    10.7    pp         n/a                n/a
Operating income (loss)      $     (0.7 )   $     58.2       n/a               n/a      $        (6.4 )
Net income (loss)            $     (7.8 )   $     36.9       n/a               n/a      $        (4.7 )
Net income (loss) per
diluted share                $    (0.16 )   $     0.76       n/a               n/a      $       (0.10 )


_________________________
n/a not applicable
pp  percentage points


Net Sales
Reported sales decreased 22.9 percent in the first quarter of 2020 compared with
the first quarter of 2019. Excluding the impact of changes in foreign currency
exchange rates, sales decreased 17.4 percent. The average impact of higher
prices was about 3 percent.
The net decrease in local currency sales was mainly driven by decreases in:
•         Brazil, from lower sales force activity and recruiting mainly due to

increased competition and lower consumer spending

• China, from less outlet openings, a shift in product mix, and lower

consumer spending. China had the earliest impact of COVID-19 beginning

in January and extending throughout the quarter. China was able to

partially mitigate the impact of this health crisis by leveraging

e-commerce and social media capabilities and launching support programs


          to outlet owners.


•         France and Switzerland, mainly from lower business-to-business sales
          compared with 2019 and France, from government mandated lock down due
          to COVID-19

• Indonesia, from a less active sales force

• Tupperware Mexico, from a less active and less productive sales force




•         the United States and Canada, from a smaller, less active and less
          productive sales force


The estimated impact to net sales in the first quarter of 2020 as a result of
COVID-19 is estimated at 5pp of the decline versus the first quarter of 2019.
The Company continues to monitor the effects of COVID-19 on its reported sales
and has taken several steps to mobilize its resources to ensure adequate
liquidity, business continuity and employee safety during this pandemic. The
Company continues to provide digital tools and training to its sales force,
where available, to enable them to connect with end consumers through social
media and sell through the Internet.
A more detailed discussion of the sales results by reporting segment is included
in the segment results section in this Part I, Item 2.
As discussed in Note 3 to the Consolidated Financial Statements in Part I, Item
1 of this Report, the Company includes certain promotional costs in DS&A. As a
result, the Company's net sales may not be comparable with other companies that
treat these costs as a reduction of revenue.
Gross Margin
Gross margin as a percentage of sales was 65.5 percent and 66.9 percent in the
first quarters of 2020 and 2019, respectively. The factors leading to the 1.4pp
decrease primarily reflected increased negative manufacturing variances, mainly
volume, related to Brazil, Mexico and United States and Canada, partially offset
by lower resin costs.

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As discussed in Note 2 to the Consolidated Financial Statements in Part I, Item
1 of this Report, the Company includes costs related to the distribution of its
products in DS&A. As a result, the Company's gross margin may not be comparable
with other companies that include these costs in costs of products sold.
Operating Expenses
DS&A as a percentage of sales was 64.6 percent in the first quarter of 2020,
compared with 53.9 percent in 2019. The 10.7 pp increase in comparison primarily
reflected:
•         increased administration and other expenses mainly due to fees for
          professional services firms supporting business turnaround efforts,

leadership transition costs, net reduction of long-term management

incentive costs last year versus expense in 2020 and lower absorption


          of fixed costs (7.4 pp)


•         increased selling expenses mainly from higher bad debt expense,
          primarily in France, higher commissions in Indonesia reflecting the new
          compensation program and outlet support expenses in response to
          COVID-19 in China (3.6 pp)


•         increased distribution expenses mainly from lower fixed costs
          absorption predominantly impacting Brazil, Europe and the United States
          and Canada (1.6 pp)

• Partially offset by decreased promotional expenses mainly in Indonesia


          reflecting the new compensation program, France, Germany and Mexico
          (1.9 pp)


The Company segregates corporate operating expenses into allocated and
unallocated components based upon the estimated time spent managing segment
operations. The allocated costs are then apportioned on a local currency basis
to each segment based primarily upon segment revenues. The unallocated expenses
reflect amounts unrelated to segment operations. Operating expenses to be
allocated are determined at the beginning of the year based upon estimated
expenditures. Total unallocated expenses in the first quarter of 2020 increased
$16.6 million compared with 2019, reflecting:
•         non-recurring fees for professional services firms supporting business
          turnaround efforts and leadership transition costs ( about $13.0
          million)

• management incentives from a net reduction of long-term incentives last

year versus expense this year




Specific segment impacts are discussed in the segment results section in this
Part I, Item 2.
Re-engineering Costs
Refer to Note 7 to the Consolidated Financial Statements in Part I, Item 1 of
this Report, for a discussion of re-engineering activities and accruals.
The multi-year decline in revenue led the Company to evaluate its operating
structure leading to actions designed to reduce costs, improve operating
efficiency and otherwise turnaround its business. These actions often result in
re-engineering costs related to headcount reductions and to facility downsizing
and closure, other costs that may be necessary in light of the revised operating
landscape including structural changes impacting how its sales force operates,
as well as related asset write downs. The Company may recognize gains or losses
upon disposal of excess facilities or other activities directly related to its
re-engineering efforts.
The Company recorded $3.9 million and $4.3 million in re-engineering charges
during the first quarters of 2020 and 2019, respectively. These re-engineering
costs were mainly related to the transformation program, which was announced in
January 2019 and re-assessed in December 2019 (collectively the "Turnaround
Plan") and the July 2017 revitalization program ("2017 program").
The turnaround plan was launched with the focus to drive innovation, sales force
engagement and consumer experiences through a contemporized and streamlined
service model. Since the inception of the turnaround plan, a reassessment of
costs and priorities has occurred with a shift from a segment to a global focus
with increased emphasis on procurement, sourcing and organizational realignment.
This plan is expected to run through 2021 and incur approximately $50.0 million
in pretax cost, with 100 percent paid in cash. The Company incurred $3.3 million
and $1.2 million in the first quarters of 2020 and 2019, respectively, primarily
related to severance costs, outside consulting services, project team expenses,
and distributor support. Once fully executed, the plan is expected to enable
annual local currency sales growth and to generate about $100.0 million in
annualized savings.

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In relation to the 2017 program, the Company incurred $0.6 million and $3.1
million of charges in the first quarters of 2020 and 2019, respectively. Under
this program, the Company has incurred $84.7 million of pretax costs starting in
the second quarter of 2017 through first quarter of 2020 and expects to incur an
additional $2.0 million of pretax re-engineering costs in the remaining of 2020.
The annualized benefit of these actions has been approximately $36.0 million.
After reinvestment of a portion of the benefits, improved profitability is
reflected most significantly through lower cost of products sold, but also
through lower DS&A; however, overall profitability has not risen in light of
lower sales and higher costs.
Net Interest Expense
Net interest expense was $9.7 million in the first quarter of 2020, an increase
of $0.1 million compared to the first quarter of 2019. The increase in interest
expense related to the impact of higher interest on borrowings.
Income Taxes
The effective tax rate for the first quarter of 2020 was 5.4 percent compared
with 28.9 percent for 2019. The decrease in the rate was primarily attributable
to the overall decline in profitability for the quarter ended March 28, 2020 as
compared to the same period last year and lower cash tax costs driven by lower
profits.
As discussed in Note 14 to the Consolidated Financial Statements in Part I, Item
1 of this Report, the Company's uncertain tax positions increase the potential
for volatility in its tax rate. As such, it is reasonably possible that the
effective tax rates in any individual quarter will vary from the full year
expectation. At this time, the Company is unable to estimate what impact that
may have on any individual quarter.
Net Income
Net income decreased $44.7 million in the first quarter of 2020 compared with
2019, which included a $4.7 million negative impact on the comparison from
changes in foreign currency exchange rates.
The net decrease primarily reflected:
• decreased segment profit in Asia Pacific, primarily in China


•         decreased segment profit for North America, primarily at Fuller Mexico
          and in the United States and Canada


•         decreased segment profit in Europe, primarily from lower
          business-to-business sales


•         increased unallocated expenses related to fees for professional
          services firms supporting business turnaround efforts, leadership

transition costs and a net reduction of long-term management incentive


          costs last year versus expense in 2020


•         decreased segment profit, estimated at 25% of the total decline versus
          the first quarter of 2019, from the impact of COVID-19.


These decreases were partially offset by lower income taxes.
A more detailed discussion of the results by reporting segment is included in
the segment results section below in this Part I, Item 2.
International operations generated 92.2 percent of sales in the first quarter of
2020, and 92.7 percent of sales in the first quarter 2019. These units generated
104.6 percent of net segment profit in the first quarter of 2020, and 97.7
percent of net segment profit in the first quarter of 2019.
The sale of beauty products generated 14.3 percent of sales in the first quarter
of 2020, and 13.6 percent in the first quarter of 2019.

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Segment Results
The Company did see an impact to sales and profit results by reporting segment
in the first quarter of 2020 as a result of COVID-19. Also, the Company expects
that its results of operations in the second quarter of 2020 will reflect the
most severe impact of the effects of COVID-19, and subsequent periods may also
be negatively impacted. The Company continues to monitor the effects of COVID-19
on its reported sales and profit and has taken several steps to mobilize its
resources to ensure adequate liquidity, business continuity and employee safety
during this pandemic.
Europe

                                13 weeks ended                     Change                           Percent of total
                                                                  excluding
                                                                 the impact
                              Mar 28,     Mar 30,                of foreign    Foreign exchange
(In millions)                  2020        2019       Change      exchange         impact           2020        2019
Net sales                    $ 105.7     $ 138.6     (23.7 )%       (19.4 )%   $      (7.4 )            28          28
Segment profit                   2.5        17.7     (85.9 )        (85.0 )           (1.0 )             9          24
Segment profit as percent of
sales                            2.4 %      12.8 %   (10.4 )  pp      n/a              n/a             n/a         n/a



_________________________
n/a not applicable
pp  percentage points


Reported sales decreased 23.7 percent compared with the first quarter of 2019.
Excluding the impact of changes in foreign currency exchange rates, sales
decreased 19.4 percent compared with the first quarter of 2019. On average, the
impact of higher prices was about 2 percent in the first quarter compared with
2019.
The net decrease in local currency sales was mainly driven by:
•         France and Switzerland, mainly from lower business-to-business sales
          compared with 2019 and France, from government mandated lock down due
          to COVID-19

• Italy, mainly from a less active and less productive sales force

negatively impacted by social gathering restrictions starting at the

end of February and a country-wide lockdown by mid-March as a result of

COVID-19

• partial or country-wide lockdowns in March due to COVID-19




Segment profit decreased $15.2 million in the first quarter of 2020 versus 2019.
Excluding the impact of changes in foreign currency exchange rates, segment
profit decreased $14.2 million compared to the first quarter of 2019, primarily
driven by:
•         decreased business-to-business sales mainly in France and Switzerland
          with higher than average profitability


•         increased distribution mainly from lower fixed costs absorption and
          selling expenses from higher bad debt expense

• impact from COVID-19




The Euro and South African rand were the main currencies that impacted the first
quarter sales comparisons while the South African rand had a meaningful impact
on profit comparisons.

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Asia Pacific

                              13 weeks ended                      Change                           Percent of total
                                                                 excluding
                                                                the impact
                            Mar 28,     Mar 30,                 of foreign    Foreign exchange
(In millions)                2020        2019       Change       exchange         impact           2020        2019
Net sales                  $ 120.4     $ 156.1      (22.9 )%       (20.1 )%   $      (5.4 )            32          32
Segment profit                17.3        30.0      (42.3 )        (40.1 )           (1.1 )            59          41
Segment profit as percent
of sales                      14.4 %      19.2 %     (4.8 )  pp      n/a              n/a             n/a         n/a



______________________
n/a not applicable
pp  percentage points


Reported sales decreased 22.9 percent compared with the first quarter of 2019.
Excluding the impact of changes in foreign currency exchange rates, sales
decreased 20.1 percent. On average, the impact of higher prices was about 4
percent in the first quarter compared with 2019, primarily related to less
promotional pricing.
The main drivers for the decrease in local currency sales were:
•         China, from a reduction in outlet openings, lower productivity from a
          shift in mix to mid-priced products from premium priced products due to
          lower consumer spending trends and outlet activities disruption from
          COVID-19. China was able to partially mitigate the impact of this

health crisis by leveraging e-commerce and social media capabilities


          and launching support programs to outlet owners.


•         Indonesia and the Philippines, mainly from a less active sales force
          and the Philippines, from mandated lock down due to COVID-19

• Malaysia & Singapore, due to a less active sales force in addition to

lower consumer spending

• Partial or country-wide lockdowns due to COVID-19 negatively impacted

all business units in this segment.




Segment profit decreased 42.3 percent compared with the first quarter of 2019.
Excluding the impact of changes in foreign currency exchange rates, segment
profit decreased 40.1 percent, primarily reflecting:
•         the impact from lower sales volume and shift in product mix in China,
          in addition to lower margins from an increase in selling expenses
          driven by higher headcount and fees for professional services firms
          supporting business turnaround efforts and an increase in outlet
          support expenses related to COVID-19

• lower sales volumes in Indonesia and the Philippines

• impact from COVID-19




The Chinese renminbi had the most meaningful impact on the first quarter sales
and profit comparisons.
North America

                               13 weeks ended                      Change                          Percent of total
                                                                 excluding
                                                                 the impact
                             Mar 28,     Mar 30,                 of foreign   Foreign exchange
(In millions)                 2020        2019       Change      exchange         impact           2020        2019
Net sales                   $ 101.3     $ 119.6      (15.4 )%      (10.5 )%   $      (6.5 )            27          25
Segment profit                  6.5        17.4      (62.6 )       (57.8 )           (2.0 )            22          23
Segment profit as percent
of sales                        6.4 %      14.5 %     (8.1 )  pp     n/a              n/a             n/a         n/a



_________________________
n/a not applicable
pp  percentage points



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Reported sales in the first quarter of 2020 decreased 15.4 percent compared with
the first quarter of 2019. Excluding the impact of changes in foreign currency
exchange rates, sales decreased 10.5 percent. The average impact of higher
prices was about 1 percent.
The net decrease in local currency sales was mainly driven by:
•         Tupperware Mexico, due to a less active and less productive sales force
          mainly from lower recruiting, negatively impacted by COVID-19 starting
          in mid-March


•         the United States and Canada, reflecting a smaller sales force from
          lower recruiting mainly due to fewer sales force members at or above

manager level, resulting in a reduction in activity and productivity




This segment, along with South America, were the last to start being affected by
COVID-19 in the first quarter, with a greater impact expected in the second
quarter.
Reported and local currency segment profit decreased 62.6 percent and 57.8
percent in the first quarter of 2020, respectively, related to:
• Fuller Mexico, due to lower gross margin driven by product mix


•         the United States and Canada, from lower sales volume and lower gross
          margin driven by product mix

• impact from COVID-19




The Mexican peso had the most meaningful impact on the first quarter sales and
profit comparisons.
South America

                                13 weeks ended                       Change                         Percent of total
                                                                   excluding
                                                                   the impact       Foreign
                             Mar 28,      Mar 30,                  of foreign      exchange
(In millions)                  2020         2019       Change      exchange         impact          2020        2019
Net sales                   $   48.5     $   73.0      (33.5 )%      (19.2 )%   $    (12.9 )            13          15
Segment profit                   3.0          8.9      (66.3 )       (58.9 )          (1.6 )            10          12
Segment profit as percent
of sales                         6.2 %       12.2 %     (6.0 )  pp     n/a             n/a             n/a         n/a



_________________________
n/a not applicable
pp  percentage points


Reported sales for the segment decreased 33.5 percent in the first quarter of
2020. Excluding the impact of changes in foreign currency exchange rates, sales
decreased 19.2 percent, reflecting lower sales force activity and recruiting in
Brazil due to increased competition, the need for digitization to attract and
retain the sales force, and unfavorable macroeconomic trends, including lower
consumer spending. The average impact of higher prices was about 3 percent. This
segment had the least impact from COVID-19 in the first quarter of 2020, with a
greater impact expected in the second quarter.
Reported segment profit decreased $5.9 million or 66.3 percent in the first
quarter of 2020. Excluding the impact of changes in foreign currency exchange
rates, segment profit decreased 58.9 percent, primarily reflecting the impact
from lower sales volume and lower gross margin driven by unfavorable product mix
and higher product costs in Brazil.
The Argentine peso and the Brazilian real were the main currencies that impacted
the first quarter sales comparisons while the Brazilian real had a meaningful
impact on profit comparisons.
Financial Condition
Liquidity and Capital Resources: The Company's net working capital position
decreased by $41.9 million compared with the end of 2019. Excluding the impact
of changes in foreign currency exchange rates, net working capital decreased
$26.4 million, primarily reflecting:
•         a $57.5 million increase in short-term borrowings, net of cash and cash
          equivalents



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•         a $1.4 million decrease in accounts receivable driven by lower sales at
          quarter-end, including from the impact of COVID-19

These were partially offset by favorable impacts from: • a $7.9 million net decrease in accounts payable and accrued liabilities


          due to the timing of payments around year-end, lower purchases and
          overall reduction in discretionary spending, partially offset by higher

accruals for professional services in support of business turnaround

efforts

• a $12.1 million increase in receivables related to the net amounts on


          the balance sheet for hedging activities


•         a $7.7 million increase in inventory mainly related to lower than
          expected sales trends, including from the impact of COVID-19, and
          timing of sales and shipments

• a $4.8 million increase in non-trade receivables and prepaid expenses

driven by timing of payments





On March 20, 2020 Moody's downgraded the Company's credit rating from Ba3 to B3.
On April 6, 2020, S&P downgraded the Company's credit rating from B to CCC+.
Although each downgrade exceeded the threshold for additional guarantee and
collateral requirements to be triggered under the Credit Agreement, at the time
of the downgrade the Company had already amended the Credit Agreement (the
"Amendment") on February 28, 2020. Among other things, the Amendment eliminated
the requirement that a Non-Investment Grade Ratings Event, as defined in the
Credit Agreement, must occur before the Company is required to cause the
Additional Guarantee and Collateral Requirement, as defined in the Credit
Agreement, to be satisfied. As a result, the Company is required to cause
certain of its domestic subsidiaries to become guarantors and the Company and
certain of its domestic subsidiaries are required to pledge additional
collateral. The Amendment also modified the financial covenant. Previously, the
Company had to maintain at specified measurement periods a Consolidated Leverage
Ratio that was not greater than or equal to 3.75 to 1.00. The Credit Agreement
was amended to prevent the Company from exceeding the Consolidated Leverage
Ratio for the four fiscal quarters ending in March 2020. If the Company had
exceeded the Consolidated Leverage Ratio, this could have constituted an Event
of Default, potentially resulting in a cross default under cross-default
provisions with respect to other of the Company's debt obligations, giving the
lenders the ability to terminate the revolving commitments, accelerate
outstanding amounts under the Credit Agreement, exercise certain remedies
relating to the collateral securing the Credit Agreement, and require the
Company to post cash collateral for all outstanding letters of credit. In
addition to the relief provided in the Amendment, the Company has reduced
certain operating expenses beginning in 2020 and could use available cash,
including repatriating cash held outside of the United States, to make debt
repayments to lower its Consolidated Leverage Ratio. Following the Amendment,
the Company is required to maintain at the last day of each quarterly
measurement period a Consolidated Leverage Ratio not greater than or equal to
the ratio as set forth below opposite the period that includes such day (or, if
such day does not end on the last day of the calendar quarter, that includes the
last day of the calendar quarter that is nearest to such day):
                         Period                          Consolidated Leverage Ratio
From the Amendment effective date to and including June
27, 2020                                                        5.75 to 1.00
September 26, 2020                                              5.25 to 1.00
December 26, 2020                                               4.50 to 1.00
March 27, 2021                                                  4.00 to 1.00
June 26, 2021 and thereafter                                    3.75 to 1.00



See the Company's Form 8-K with a filing date of March 2, 2020 for more
information.
As of March 28, 2020, the Company had total borrowings of $388.1 million
outstanding under the Credit Agreement, with $245.1 million of that amount
denominated in Euro. As of March 28, 2020, the Company had a weighted average
interest rate of 2.0 percent with a base rate spread of 150 basis points on
LIBOR-based borrowings under the Credit Agreement. As of March 28, 2020, and
currently, the Company was in compliance with the financial covenants in the
Credit Agreement.

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At March 28, 2020, the Company had $318.4 million of unused lines of credit,
including $260.6 million under the committed, secured Credit Agreement, and
$57.8 million available under various uncommitted lines around the world. With
the agreement of its lenders, the Company is permitted to increase its borrowing
capacity under the Credit Agreement by a total of up to $200.0 million (for a
maximum aggregate Facility Amount of $850.0 million) subject to certain
conditions.
The Company has outstanding approximately $600.0 million aggregate principal
amount of 4.75% senior notes (the "Senior Notes"). The Senior Notes will mature
on June 1, 2021. The Notes were issued under an indenture (the "Indenture"), by
and among the Company, its 100 percent subsidiary, the Guarantor, and Wells
Fargo Bank, N.A., as trustee. As security for its obligations under the
guarantee of the Senior Notes, the Guarantor has granted a security interest in
certain "Tupperware" trademarks and service marks. As security for its
obligations under the guarantee of the Credit Agreement, the Guarantor has
granted a security interest in those certain "Tupperware" trademarks and service
marks as well. The Indenture includes, among others, covenants that limit the
ability of the Company and its subsidiaries to (i) incur indebtedness secured by
liens on certain real property, (ii) enter into certain sale and leaseback
transactions, (iii) with respect to the Company only, consolidate or merge with
another entity, or sell or transfer all or substantially all of its properties
and assets and (iv) sell the capital stock of the Guarantor or sell or transfer
all or substantially all of its assets or properties. See Note 8 to the
Consolidated Financial Statements in Part II, Item 8 in the Company's Annual
Report on Form 10-K for the year ended December 28, 2019 filed with the SEC (the
"2019 Form 10-K") for further details regarding the Senior Notes.
Whether the Company will be able to repay or refinance the Senior Notes will
depend on economic, financial, competitive and other factors that may be beyond
its control, including the COVID-19 pandemic, and on the Company's financial
performance at the time. The COVID-19 pandemic and measures implemented to slow
the spread of COVID-19 may negatively impact the Company's ability to repay or
refinance the Senior Notes. The extent to which the COVID-19 pandemic ultimately
impacts the Company's ability to repay or refinance the Senior Notes will depend
on future developments, which are highly uncertain and cannot be predicted with
certainty. Any refinancing of the Senior Notes may be at a higher interest rate
and may require the Company to comply with additional covenants and obligations,
which could further restrict the Company's business operations. If the Company
is unable to repay or refinance the Senior Notes, the holders of the Seniors
Notes may pursue certain remedies relating to the collateral securing the
guaranty of the Senior Notes or pursue other remedies, in each case in
accordance with the Indenture and the documents relating to such collateral, all
of which could have a material adverse effect on the Company.
Given the fast-moving nature of the COVID-19 pandemic and the resulting
uncertainty on financial markets and the economy as a whole, the Company's
capital position and availability of capital to fund the Company's liquidity
requirements, including repayment or refinancing of the Senior Notes, could be
adversely impacted. The Company is taking proactive measures to maximize
liquidity and increase available cash by reducing costs and spending across the
organization.
See Note 10 to the Consolidated Financial Statements in Part I, Item 1 of this
Report for further details regarding the Company's debt.
The Company monitors the third-party depository institutions that hold its cash
and cash equivalents with an emphasis primarily on safety and liquidity of
principal and secondarily on maximizing yield on those funds. The Company
diversifies its cash and cash equivalents among counterparties, which minimizes
exposure to any one of these entities. Furthermore, the Company is exposed to
financial market risk resulting from changes in interest rates, foreign currency
rates, and the possible liquidity and credit risks of its counterparties. The
Company believes that it has sufficient liquidity to fund its working capital,
capital spending needs and current and anticipated restructuring actions. This
liquidity includes to the extent that it is accessible, its cash and cash
equivalents, which totaled $174.5 million as of March 28, 2020, cash flows from
operating activities, and access to its Credit Agreement, as well as access to
other various uncommitted lines of credit around the world. The Company has not
experienced any limitations on its ability to access its committed facility.

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Cash and cash equivalents ("cash") totaled $174.5 million as of March 28, 2020.
Of this amount, $170.1 million was held by foreign subsidiaries. Of the cash
held outside the United States, less than 1 percent was deemed ineligible for
repatriation. Other than deferred tax liability of $8.8 million for the
withholding tax liability for future distribution of unrepatriated foreign
earnings, no U.S. federal income taxes or other foreign taxes have been recorded
related to permanently reinvested earnings.
The Company's most significant foreign currency exposures include:
• Brazilian real


• Chinese renminbi


• Indonesian rupiah


• Malaysian ringgit


• Mexican peso


• South African rand


Business units in which the Company generated at least $100 million of sales in
2019 included:
• Brazil


• China


• Fuller Mexico


• Tupperware Mexico

• the United States and Canada




A significant downturn in the Company's business in these units would adversely
impact its ability to generate operating cash flows. Operating cash flows would
also be adversely impacted by significant difficulties in the additions,
retention and activity of the Company's independent sales force or the success
of new products, promotional programs and/or possibly changes in sales force
compensation programs.
The Company has taken, and plans to continue to take, certain measures, to
enhance its liquidity position and provide additional financial flexibility,
including in response to the impact of COVID-19, including reductions in
discretionary spending, revisiting investment strategies, the potential sale of
land, and reducing payroll costs, including through organizational redesign,
employee furloughs and permanent reductions in employee headcount. As of March
28, 2020, the Company is in compliance with its financial covenants under its
Credit Agreement. The Company currently forecasts that it will be in compliance
with its financial covenants for at least one year from the issuance of these
interim financial statements, after taking into consideration the measures noted
above. If the impact of COVID-19 is more severe than currently forecasted this
may impact the Company's compliance with its financial covenants which could
have a material adverse effect on the Company. Additionally, during the
beginning of the second quarter of 2020, on March 30, 2020, the Company drew
$225.0 million of revolving loans under its Credit Agreement, $175.0 million of
which was drawn as a proactive measure given the uncertain environment resulting
from the COVID-19 pandemic and to provide the Company with further financial
flexibility. See Part II, Item 1A under "The Outbreak of the Novel Coronavirus
(COVID-19) Pandemic" for more information regarding COVID-19 and how it could
affect the Company's business, financial condition, results of operations, cash
flows and liquidity.
Operating Activities: Net cash from operating activities in the first quarters
of 2020 and 2019 were outflows of $47.0 million and $40.1 million, respectively.
The net unfavorable comparison was primarily due to an unfavorable impact from
lower segment profit, partially offset by a reduction in accounts receivable
driven by lower sales and increased collection activity and lower cash tax
payments.
Investing Activities: During the quarter ended March 28, 2020, the Company had
$8.2 million of capital expenditures invested in:
• $3.6 million related to global information technology projects

• $2.7 million related to molds used in the manufacturing of products

• $1.7 million related to buildings and improvements, and other machinery

and equipment

• $0.2 million primarily related to land development near the Company's

Orlando, Florida headquarters




In the quarter ended March 30, 2019, the Company had $12.9 million of capital
expenditures consisting of:
• $5.8 million related to molds used in the manufacturing of products



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• $4.3 million on various global information technology projects




•         $0.6 million related to the land development near the Company's
          Orlando, Florida headquarters

• $1.1 million related to supply chain capabilities, excluding molds

• $1.1 million related to various expenditures consisting primarily of vehicles




Partially offsetting capital spending were proceeds from the sale of long-term
assets of $0.5 million and $0.6 million in 2020 and 2019, respectively.
Financing Activities: Dividends paid to shareholders was $33.9 million in the
first quarter of 2019. The Company suspended its dividend beginning the fourth
quarter of 2019. The Company also increased revolver borrowings by $121.0
million and $84.1 million in the first quarters of 2020 and 2019, respectively,
for the funding of operating, investing and financing activities.
Open market share repurchases by the Company were permitted under an
authorization that ran through February 1, 2020 and allowed up to $2.0 billion
to be spent and was not extended. Under this program, there were no share
repurchases in the first quarters of 2020 or 2019. Since 2007, the Company has
spent $1.39 billion to repurchase 23.8 million shares under this program.
Repurchases under the Company's stock incentive programs are made when employees
use shares to satisfy the minimum statutorily required withholding taxes. In the
first quarters of 2020 and 2019, 1,127 and 23,088 shares were retained to fund
withholding taxes, totaling $0.01 million and $0.70 million, respectively.
New Pronouncements
Refer to Note 19 to the Consolidated Financial Statements in Part I, Item 1 of
this Report for a discussion of new pronouncements.

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