The following is a discussion of the results of operations for the 13 weeks ended March 28, 2009 compared with the 13 weeks ended March 29, 2008 and changes in financial condition during the 13 weeks ended March 28, 2009.

The Company's primary means of distributing its product is through independent sales organizations and individuals, which are also its customers in many cases. The majority of the Company's products are in turn sold to end customers who are not members of the sales forces. 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 and productivity of its independent sales organizations.

In April 2009, there was an outbreak of influenza in Mexico, which has spread to other countries and could become a pandemic. In 2008, the Company generated about 20 percent of its reported sales in its Fuller and Tupperware businesses in Mexico. While the Company has a pandemic impact mitigation plan that it has activated in Mexico and elsewhere, as appropriate, this issue may significantly impact the Company's business and financial results and position by disrupting or delaying production and delivery of materials and products in its supply chain or by causing disruption to its independent sales forces. The Company has experience in implementing programs to re-engage and stimulate its independent sales forces after they have been disrupted and intends to take the appropriate steps in this direction to the extent that is warranted.

Overview




                                                      13 weeks ended                            Change
                                                                                              excluding
                                                                                              the impact       Foreign
                                                 March 28,       March 29,                    of foreign       exchange
Dollars in millions, except per share amounts      2009            2008         Change       exchange (a)       impact
Net sales                                       $     462.8     $     543.4        (15 )%               1 %   $    (84.3 )
Gross margin                                           65.4 %          64.2 %      1.2  pp             na             na
DS&A as percent of sales                               55.9 %          54.8 %      1.1  pp             na             na
Operating income                                $      41.2     $      48.6        (15 )%              20 %   $    (14.5 )
Net income                                             25.6            32.1        (20 )               24          (11.6 )
Net income per diluted share                           0.41            0.51        (20 )               26          (0.18 )

a 2009 actual compared with 2008 translated at 2009 exchange rates.

na not applicable

pp percentage points

Total local currency net sales were 1 percent higher in the first quarter of 2009 compared to the same period of 2008. The Company achieved strong double digit increases in local currency sales in its Tupperware Russia, Indonesia, Malaysia and Singapore, Brazil and Venezuela businesses, as well as a strong single digit increase by Tupperware Mexico. The increases in these markets were mainly due to higher active sales forces resulting from strong recruiting and successful promotional programs. Partially offsetting the increase in sales in these markets were double digit declines in local currency sales in Germany from a less productive sale force and in China and single digit declines in the North American beauty businesses and the Tupperware United States business, which were negatively impacted by the external environment. On a local currency basis, operating profit and net income increased in the first quarter of 2009 compared to the same period of 2008. The increase in operating and net income reflected improvements in the Tupperware Asia Pacific and Beauty Other segments.

The Company's balance sheet remained strong with an increase of $14.7 million in working capital as compared with the end of 2008, after an increase of $13.0 million in short term borrowings. The Company closed the first quarter of 2008 with a debt to total capital ratio of 56 percent as compared with 55 percent at the end of 2008 and 54 percent at the end of 2008's first quarter. Total capital is defined as total debt plus shareholders' equity. Net cash flow from operating activities was an outflow of $22.1 million for the first quarter of 2009 compared with an outflow of $48.0 million for the same period of 2008. This mainly reflected $31.4 million in payments made in the 2008 quarter to settle foreign currency hedge contracts compared to an inflow of $2.0 million in 2009.

Net Sales

First quarter sales were 1 percent higher in local currency compared to last year. Sales in the Company's emerging markets accounted for the first quarter 2009 local currency sales growth. These markets, those with a "low" or "medium" GDP per capita as reported by the World Bank, accounted for 49 percent and 48 percent of the Company sales for the first quarters of 2009 and 2008, respectively. Total sales for the emerging markets decreased $34.2 million, or 13 percent in the first quarter of 2009, compared with the same period of 2008, which included a negative $54.9 million impact from foreign currency exchange rate changes. Excluding the impact of foreign currency on the sales comparison,

the growth in these markets was 10 percent. The substantial increase in local currency sales in the Company's emerging markets was led by Russia, Venezuela, Indonesia, Malaysia and Singapore and the Tupperware businesses in Mexico and Brazil. The Company's established market businesses decreased 16 percent in the first quarter of 2009 compared with last year, although sales were down only 7 percent excluding the impact of weaker foreign currencies on the comparison. The decline largely reflected lower sales in the German and beauty and Tupperware businesses in the United States.

A more detailed discussion of the sales results for the Company's reporting segments is included in the segment results section following.

As discussed in Note 3 to the consolidated financial statements, the Company includes promotional costs in delivery, sales and administrative expense. As a result, the Company's net sales may not be comparable with other companies that treat these costs as a reduction of revenue.

Re-engineering and Impairment Expenses

Refer to Note 7 to the Consolidated Financial Statements for a discussion of re-engineering activities and related accruals.

The Company recorded $2.7 million in re-engineering and impairment charges during the first quarter of 2009, primarily related to severance costs incurred to reduce headcount in the Company's BeautiControl, Australia, Mexico and Argentina operations mainly due to implementing changes in the businesses' management structures. Also included in re-engineering costs for 2009 was $0.2 million related to relocation of the BeautiControl manufacturing facility.

The Company recorded $2.2 million in re-engineering and impairment charges during the first quarter of 2008 primarily related to severance costs incurred to reduce headcount in the Company's Belgium, Netherlands, Italy, Mexico, Malaysia and Philippines operations. The bulk of the remaining cost reflected an impairment charge related to software the Company no longer expected to utilize in the South African beauty business.

In the second quarter of 2009, the Company expects to incur approximately $0.8 million of costs related to small scale headcount reductions in several of its operations.

Gross Margin

Gross margin as a percentage of sales was 65.4 percent in the first quarter of 2009 and 64.2 percent in the first quarter of 2008. The increase of 1.2 percentage points was the result of value chain improvements in Venezuela, lower expense for obsolete inventory and a change in the structure of promotional offers in Germany. The lower expense for obsolete inventory was mainly in Brazil, where, in the fourth quarter of 2008, the Company decided to begin selling beauty products from its Tupperware Brazil sales force rather than through the separate beauty business it had been operating.

As discussed in Note 2 to the Consolidated Financial Statements, the Company includes costs related to the distribution of its products in delivery, sales and administrative expense. As a result, the Company's gross margin may not be comparable with other companies that include these costs in costs of products sold.

Costs and Expenses

Delivery, sales and administrative expense (DS&A) increased as a percentage of sales to 55.9 percent for the first quarter of 2009, compared with 54.8 percent in 2008. Weaker foreign currencies impacted the DS&A as a percentage of sales and without this impact the percentage was even with last year. The Company did have higher spending in marketing and promotional expenses compared to last year as it concentrated its efforts on growing its sales forces and building brand recognition in certain markets. This was offset by a decrease in amortization and lower costs of operating in Brazil given the change in structure. Amortization expense related to the definite-lived intangible assets acquired with the direct selling businesses of Sara Lee Corporation in December 2005. These intangible assets are primarily the value of independent sales forces. The amortization is recorded to reflect the estimated turnover rates of the sales forces and was $1.2 million in the first quarter of 2009 as compared with $2.3 million in the same period of 2008. For full year 2009, the amortization is expected to be $4.8 million versus $9.0 million in 2008.

Specific segment impacts are discussed in the segment results section.

Net Interest Expense

Net interest expense was $7.4 million for the first quarter of 2009 compared with $7.6 million for the same period of 2008. The decrease is mainly related to a decline in interest expense in the quarter, reflecting a lower interest rate in 2009 than 2008.

Tax Rate

The effective tax rate for the first quarter was 20.8 percent compared with 18.9 percent for the comparable 2008 period. The increase was mainly due to the impact of a $1.7 million benefit related to a Korean competent authority resolution in the 2008 period. The effective tax rates are below the U.S. statutory rate, reflecting the availability of excess foreign tax credits as well as lower foreign effective tax rates.

As discussed in Note 14 to the Consolidated Financial Statements, the requirements of FIN 48, increased the potential for volatility surrounding the recognition and derecognition of uncertain tax positions, including the timing of those adjustments. 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 in the first quarter of 2009 decreased by 20 percent compared to the same period of 2008, resulting from the negative impact of weaker foreign currencies. Excluding the impact of these currencies, net income increased 24 percent in the first quarter compared with last year. The local currency increase in net income this quarter was the result of higher sales in Asia Pacific and Beauty Other. In addition to higher sales this quarter, Venezuela showed strong improvement in net income from value chain improvements. The Company also benefited from lower costs in Brazil from combining the Tupperware and beauty businesses, as well as overall cost cutting measures throughout the Company offset by a higher tax rate in 2009 compared with last year.

International operations in the first quarter generated 86 percent of sales in both 2009 and 2008 and 96 percent of net segment profit in each period.

The Company generated 30 percent of its first quarter 2009 sales from beauty products, compared with 33 percent in the first quarter of 2008.

Segment Results

Europe




                                                                                Change
                                                                              excluding
                                                                              the impact        Foreign          Percent of total
                                                                              of foreign        exchange
dollars in millions                      2009        2008       Change       exchange (a)      impact (a)        2009        2008
First Quarter
Net sales                               $ 181.1     $ 220.2        (18 )%              -  %   $      (38.7 )         39          41
Segment profit                             30.8        38.1        (19 )               -              (7.1 )         56          64

Segment profit as percentage of sales      17.0 %      17.3 %     (0.3 )pp             na               na           na          na

a 2009 actual compared with 2008 translated at 2009 exchange rates.

na not applicable

pp percentage points

Local currency sales in the first quarter of 2009 were about even with the same period of 2008. The segment continues to be positively impacted by significant increases in the emerging markets, primarily in Russia, Turkey and South Africa. Emerging markets, those with a "low" or "medium" GDP per capita as reported by the World Bank, accounted for 33 percent of reported net sales in this segment for the first quarter of 2009, compared with 31 percent in the first quarter of 2008. The overall improvement in sales in these markets was due to continued growth in the total sales force, achieved through further geographic expansion and successful recruiting promotions. Although sales have increased significantly in Russia for the first quarter of 2009, the Company has noted a decline in consumer purchasing power, which could impact the market's future results.

The growth in local currency sales for the emerging markets was offset by a decline in the Company's established markets in the first quarter of 2009, compared with same period of 2008. The decrease in the established markets most significantly reflected a double digit decrease in local currency sales in Germany, the segment's largest business, and a single digit decrease in France. The decrease in Germany resulted from a smaller and less productive average active sales force. The lower sales this quarter in France were due to a less productive sales force and a lower sales per party average. Also contributing to the decline in local currency sales in the established markets were double digit decreases in the Nordics due to fewer parties held this quarter compared to last year and Italy with lower business-to-business sales. Partially offsetting the overall decline in sales this quarter were strong improvements in Austria and Greece, resulting from successful promotional programs, as well as a substantial growth in Spain, due to higher business-to-business sales. While the Company actively pursues business-to-business opportunities, sales from this channel are based on reaching agreements with business partners and their product needs, along with consideration of how the arrangements will be integrated with the party-plan channel. Consequently, activity in one period may not be indicative of future trends.

Despite local currency sales remaining relatively unchanged in the first quarter of 2009 compared with the same period of 2008, total sales force in this segment increased 13 percent year-over-year, and the average active sales force was up 9 percent. This improvement was mainly seen in the emerging markets; however, the German sales force ended up about even compared to last year, an improvement over the end of 2008. The Company continues to implement strategies in Germany to build its sales force, including improved new product programs, training programs and specific promotions focused on recruiting and retention, as well as a review of its value chain in order to enable a higher level of growth driven off the sales force earnings opportunity.

Segment profit decreased $7.3 million during the first quarter of 2009 compared with the same period of 2008. The decrease in segment profit was the result of lower reported sales; however, excluding the impact of foreign currency, segment profit was about even with the same period of 2008. As a percentage of sales, segment profit was slightly lower in the first quarter of 2009 compared with 2008. Overall, the segment had higher promotional spending and administrative expenses compared with last year, which was partially offset by a higher gross margin due to lower expense for obsolete inventory, as the Company better managed its inventory levels, as well as an improvement in the structure of promotional offers in Germany. Also contributing positively to the segment profit comparison with last year was a decrease in the provision for bad debts.

The euro and Russian ruble were the main currencies that led to the negative 18 percentage point impact on the year-over-year sales comparison and 19 percentage point impact on the segment profit comparison.

Asia Pacific




                                                                              Change
                                                                            excluding
                                                                            the impact        Foreign
                                                                            of foreign       exchange         Percent of total
dollars in millions                      2009       2008      Change       exchange (a)     impact (a)        2009        2008
First Quarter
Net sales                               $ 71.9     $ 70.2          2 %               13 %   $      (6.6 )         16          13
Segment profit                            10.0        9.9          1                 22            (1.8 )         18          17

Segment profit as percentage of sales     13.9 %     14.1 %     (0.2 )pp             na              na           na          na

a 2009 actual compared with 2008 translated at 2009 exchange rates.

na not applicable

pp percentage points

Asia Pacific had a strong quarter with a 13 percent increase in local currency sales, led mainly by the emerging markets in this segment. Emerging markets accounted for $40.2 million and $34.7 million, or 56 and 49 percent, of the reported sales in this segment for the first quarters of 2009 and 2008, respectively. The emerging market sales were negatively impacted due to changes in foreign currency by $4.1 million. Excluding the impact of foreign currencies, sales increased 31 percent in the emerging markets. The significant improvement in the emerging markets was primarily in Indonesia, India, Korea and Malaysia and Singapore. The sales growth in these markets was the result of larger sales forces from strong recruiting and retention, successful promotional activities, attractive consumer offers and positive response to new product launches. Among the emerging markets in this segment, China's sales results were a partial offset with a double-digit decline. There were slightly fewer outlets operating and they ordered less reflecting the timing of Chinese New Year and cautiousness in light of the external environment.

The improvements experienced in the emerging markets were partially offset by a decline in local currency sales in the established markets in Japan, resulting from a lower average active sales force compared with the first quarter of 2008. Local currency sales increased slightly in Tupperware Australia and New Zealand, benefiting from a larger sales force. Overall the segment ended the quarter with a significant sales force advantage compared with the same period of 2008, with a 15 percent increase in total sales force and 27 percent increase in the active sales force. This was driven by strong recruiting in the emerging markets partially offset with a slight decline in the established markets.

Total segment profit increased slightly in the first quarter of 2009 compared with the same period of 2008 on a reported basis. Excluding the impact of foreign currencies, segment profit increased 22 percent compared to the same period last year. The increase in segment profit was mainly from improved sales volume in the emerging markets, along with more efficient promotional spending. There was a partial offset from a lower gross margin and higher marketing expenses due to continued brand building initiatives. Profit in the established markets declined, mainly reflecting a lower gross margin from an unfavorable product mix. As a percent of sales, total segment profit was about even with prior year.

The Australian dollar and Korean won were the main currencies that led to the negative foreign currency impact on the 2009 sales and profit comparison with 2008.

Tupperware North America




                                                                              Change
                                                                            excluding
                                                                            the impact         Foreign
                                                                            of foreign        exchange         Percent of total
dollars in millions                      2009       2008      Change       exchange (a)      impact (a)        2009        2008
First Quarter
Net sales                               $ 60.3     $ 69.5        (13 )%              (2 )%   $      (8.0 )         13          13
Segment profit                             2.0        3.0        (33 )              (22 )           (0.4 )          4           5

Segment profit as percentage of sales      3.3 %      4.3 %     (1.0 )pp             na               na           na          na

a 2009 actual compared with 2008 translated at 2009 exchange rates.

na not applicable

pp percentage points

Local currency sales decreased 2 percent in the first quarter of 2009 compared with the same period of 2008. The decrease was due to a 9 percent decrease in local currency sales in the United States and Canada. The decline was mainly driven by a lower and less productive active sales force. The United States business was negatively impacted by the current economic situation particularly in the beginning of the quarter. Although the Company began to see improvements in the later part of the quarter, these improvements were not enough to offset the decline experienced earlier in the quarter. The sales force size in the United States and Canada was up at the end of the quarter by 11 percent. Tupperware Mexico's local currency sales increased during the first quarter due to successful promotional programs resulting from a more active sales force. In total the segment ended the first quarter of 2009 with a 10 percent increase in total sales force size and there was an increase of 5 percent in the active sales force during the quarter.

Segment profit decreased in total and as a percent of sales due, in part, to lower sales and gross margins in the Tupperware United States and Canada business. This was a result of manufacturing inefficiencies from the lower sales volume and an unfavorable product mix. Also negatively impacting the United States business was higher operating expenses relating to costs associated with a product quality issue, partially offset by less promotional expenses from less sales force members qualifying for events and lower commissions earned as fewer individuals met sales targets. Profit in Tupperware Mexico increased significantly compared to last year partially offsetting the decline in the United States and Canada businesses. The increase in segment profit in Tupperware Mexico was from the higher sales.

Beauty North America




                                                                               Change
                                                                             excluding
                                                                             the impact         Foreign
                                                                             of foreign         exchange         Percent of total
dollars in millions                      2009       2008       Change       exchange (a)       impact (a)        2009        2008
First Quarter
Net sales                               $ 87.4     $ 114.7        (24 )%              (7 )%   $      (20.4 )         19          21
Segment profit                             9.6        14.4        (33 )               (6 )            (4.2 )         17          24

Segment profit as percentage of sales     11.0 %      12.6 %     (1.6 )pp             na                na           na          na

a 2009 actual compared with 2008 translated at 2009 exchange rates.

na not applicable

pp percentage points

Total local currency sales for the segment decreased 7 percent in the first quarter of 2009 compared with 2008 as both businesses had high single digit declines. BeautiControl North America's sales decline was mainly due to a lower sales force during the quarter compared to last year. BeautiControl North America has recently implemented certain management changes with a new leader of this business at the beginning of 2009, and is focused on reinvigorating the business by recruiting sales force members under the earning opportunity, as opposed to a discount entry kit, and re-emphasizing party sales. At Fuller Mexico although the quarter end sales force was 2 percent higher than March 2008, it was less productive. The Company invested promotionally in the first quarter to grow the sale force and is also focused on increasing units per sales force order. The total sales force for the segment was about even with the same period last year.

Segment profit decreased $4.8 million in the first quarter of 2009 compared with the same period of 2008, in large part due to a negative impact from a weaker Mexican peso. Overall, Fuller Mexico's segment profit decreased excluding the impact of foreign currencies due to the lower sales generated this quarter. Partially offsetting the decrease in sales was lower promotional spending as well as lower amortization of definite-lived intangible assets acquired in the 2005 Sara Lee Acquisition. The segment profit for BeautiControl North America increased compared with the same period last year, partially offsetting the decline recognized in Fuller Mexico. Despite the decrease in sales, BeautiControl increased segment profit through lower promotional spending reflecting lower success rates achieved by the sales force, lower distributions cost, as well as an overall effort to better manage costs. . . .