~~The accompanying notes are an integral part of these financial statements.~~

~~Tupperware Brands Corporation~~

~~Consolidated Statements of Cash Flow~~

Year Ended
(In millions) December 30,
2017 December 31,
2016 December 26,
2015
Operating Activities:

Net income (loss) $ (265.4 ) $ 223.6
$ 185.8
Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 60.5
57.5
62.4
Equity compensation 22.6
20.0
20.0
Unrealized foreign exchange (gains) losses (0.2 ) 0.4
7.2
Amortization and write-off of deferred debt costs 0.6
0.6
0.8
Net gains on disposal of assets, including insurance recoveries (8.7 ) (25.8 ) (13.1 )
Provision for bad debts 16.8
11.1
12.8
Write-down of inventories 8.3
10.8
14.3
Non-cash impact of impairment costs and re-engineering 69.1
—
13.5
Net change in deferred income taxes 307.7
(32.9 ) (45.2 )
Excess tax benefits from share-based payment arrangements —
(0.6 ) (6.0 )
Changes in assets and liabilities:

Accounts and notes receivable (33.7 ) 0.9
(10.7 )
Inventories (18.8 ) (2.8 ) (8.2 )
Non-trade amounts receivable (0.8 ) 1.2
(1.6 )
Prepaid expenses 2.5
(0.9 ) (8.0 )
Other assets (5.1 ) 1.9
4.7
Accounts payable and accrued liabilities 44.1
(22.2 ) 11.4
Income taxes payable 14.3
(6.0 ) (2.5 )
Other liabilities 3.1
4.6
5.1
Net cash impact from hedging activity 0.1
(2.7 ) (17.0 )
Other —
(0.1 ) —
Net cash provided by operating activities 217.0
238.6
225.7
Investing Activities:

Capital expenditures (72.3 ) (61.6 ) (61.1 )
Proceeds from disposal of property, plant and equipment 14.7
35.9
18.0
Net cash used in investing activities (57.6 ) (25.7 ) (43.1 )
Financing Activities:

Dividend payments to shareholders (139.5 ) (138.8 ) (138.0 )
Proceeds from exercise of stock options 11.8
0.8
16.1
Repurchase of common stock (2.5 ) (1.7 ) (1.5 )
Repayment of long-term debt and capital lease obligations (2.0 ) (2.2 ) (2.6 )
Net change in short-term debt 15.6
(52.0 ) (36.4 )
Debt issuance costs —
—
(0.7 )
Excess tax benefits from share-based payment arrangements —
0.6
6.0
Net cash used in financing activities (116.6 ) (193.3 ) (157.1 )
Effect of exchange rate changes on cash and cash equivalents 8.1
(6.2 ) (22.7 )
Net change in cash and cash equivalents 50.9
13.4
2.8
Cash and cash equivalents at beginning of year 93.2
79.8
77.0
Cash and cash equivalents at end of year $ 144.1
$ 93.2
$ 79.8

~~The accompanying notes are an integral part of these financial statements.~~

Notes to the Consolidated Financial Statements


~~Note 1:~~	Note 1: Summary ~~of Significant Accounting Policies~~

~~Principles~~ of ~~Consolidation.~~Significant Accounting Policies

Basis of Presentation

The ~~condensed consolidated financial statements~~Consolidated Financial Statements include the accounts of Tupperware Brands Corporation and its subsidiaries, collectively, “Tupperware” or the “Company”, with all intercompany transactions and balances having been eliminated. The Company prepared the Consolidated Financial Statements in accordance with United States generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and, in the Company’s opinion, reflect all adjustments, including normal recurring items that are necessary. The Company’s fiscal year ends on the last Saturday of December and included 53 weeks during ~~2016~~2022 and 52 weeks during ~~2017~~2021 and ~~2015.~~2020.

Going Concern and Liquidity

In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Going Concern, the Company evaluates whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern. This evaluation includes considerations related to financial and other covenants contained in the Company’s Credit Agreement, as well as the Company’s liquidity, described in Note 16: Debt.

As described in Note 16: Debt, on November 23, 2021, the Company and its wholly owned subsidiaries entered into the Credit Agreement, which was subsequently amended on August 1, 2022 (the “First Amendment”), December 21, 2022 (the “Second Amendment”), February 22, 2023 (the “Third Amendment”), May 5, 2023 (the “Fourth Amendment”), and August 2, 2023 (the “Debt Restructuring Agreement”, and, as amended, the “Credit Agreement”).

The Company entered into the First Amendment, the Second Amendment, and the Third Amendment to address expected non-compliance with financial covenants given that the Company was forecasting that it would not meet its financial covenants absent such modifications. The Fourth Amendment allowed for borrowing of $5.3 million on the Revolver to pay interest.

The Company has classified its $709.3 million of borrowings under its Credit Agreement as of December 31, 2022 as a current obligation in its 2022 Consolidated Balance Sheet.

Until August 2, 2023, when it entered the Debt Restructuring Agreement, the Company had no ability to borrow under its Revolver. While the Debt Restructuring Agreement has provided the Company with immediate access to $21.0 million in capacity under the Revolver and reduced the amount payable for principal and cash interest in the next twelve months, the Company continues to experience liquidity challenges. While the Company believes that the Debt Restructuring Agreement provides additional flexibility to fund its operations and satisfy its obligations as currently anticipated in the near term, it also imposes new covenants, including liquidity covenants requiring the use of excess cash for debt reduction. Given the uncertainties around the Company’s liquidity, ability to execute its Turnaround Plan, and ability to comply with covenants including uncertainty regarding repatriation of cash from international jurisdictions, which may be beyond its control, the Company has concluded that there is substantial doubt about its ability to continue as a going concern for at least one year from the date of issuance of these Consolidated Financial Statements.

If the Company is unable to execute its Turnaround Plan, it would require management to modify its operations to reduce spending to a sustainable level by, among other things, delaying, scaling back or eliminating some or all of the Company’s ongoing or planned investments in corporate infrastructure, business development, sales and marketing, research and development and other activities, which would have a material impact on the Company’s operations and its ability to increase revenues, or it may be forced to file for bankruptcy protection, which could include either reorganization or liquidation.

Restatement of Previously Issued Consolidated Financial Statements

While preparing the Consolidated Financial Statements for the year ended December 31, 2022, the Company identified multiple prior period misstatements. These newly identified misstatements are in addition to other prior period misstatements previously identified by the Company during the 2022 interim periods and in prior years. After consideration of both the newly and previously identified misstatements, taken both individually and in the aggregate, the Company concluded that such misstatements were material to the Company’s previously issued 2021 and 2020 annual Consolidated Financial Statements, and the 2022 and 2021 unaudited interim Condensed Consolidated Financial Information. Accordingly, the Company has restated the accompanying 2021 and 2020 Consolidated Financial Statements in this Annual Report on Form 10-K. See Note 22: Restated Previously Issued 2021 and 2020 Financial Statements for additional information. Furthermore, the Company will effectuate the restatement of the unaudited interim Condensed Consolidated Financial Information for the first three quarters of 2022 as part of the filing of the 2023 interim Forms 10-Q. In addition, the Company has corrected the accompanying footnotes in connection with the restatement.

Table of Cont e n t s

Reclassifications

Certain prior period amounts in the Consolidated Financial Statements and accompanying notes have been reclassified to conform with the current period presentation.

For the year ended December 31, 2022, Long-term non-trade accounts receivable, net and Long-term refundable income taxes, which were reported as a component of Other assets in the 2021 Form 10-K, are now separately reported in individual line items in the Consolidated Balance Sheets. Additionally, for the year ended December 31, 2022, Long-term pension liabilities, which were reported as a component of Other liabilities in the 2021 Form 10-K, are now separately reported in an individual line item in the Consolidated Balance Sheets.

For the year ended December 31, 2022, changes in operating lease assets and liabilities, net, which had been originally reported as part of Accounts payable and accrued liabilities in the 2021 and 2020 Forms 10-K, are now separately reported in an individual line item in the Consolidated Statements of Cash Flows.

The reclassifications had no impact on the Consolidated Statements of (Loss) Income, Consolidated Statements of Comprehensive (Loss) Income, or Consolidated Statements of Shareholders’ Deficit.

Use of ~~Estimates.~~Estimates

The preparation of ~~financial statements~~Consolidated Financial Statements in conformity with ~~accounting principles generally accepted in the United States of America~~GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the ~~financial statements,~~Consolidated Financial Statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates.

Discontinued Operations

In line with the strategy of the Turnaround Plan, as described in Note 3: Re-engineering and Impairment Charges, in the third quarter of 2021 the Company decided to dispose of the operations of certain key brands of the Company’s beauty business, including Avroy Shlain, House of Fuller, Nutrimetics, and Nuvo to better focus on the core business. The Company completed the sale of Avroy Shlain in the first quarter of 2021, House of Fuller was sold in the second quarter of 2022, and Nutrimetics was sold in the third quarter of 2022. The Company executed a Letter of Intent for the sale of 100% of its shares in Nuvo on April 28, 2023, entered into a Sales and Purchase Agreement on July 27, 2023, and completed the sale on August 7, 2023.

The Company has determined that these dispositions represent a strategic shift that will have a major effect on its results of operations. The Company has reflected the results of the beauty businesses as discontinued operations including all comparative prior period information in these Consolidated Financial Statements. Certain costs previously allocated to the beauty business for segment reporting purposes do not qualify for classification within discontinued operations and have been reallocated to continuing operations. See Note 12: Assets Held for Sale and Discontinued Operations.

Revenue Recognition

The Company defines a contract, for revenue recognition purposes, as the order received from the Company’s customer who, in most cases, is one of the Company’s independent distributors or a member of its independent sales force. Revenue is recognized when control of the product passes to the customer, which is upon shipment, and is recognized at the amount that reflects the consideration the Company expects to receive for the products sold, including various forms of discounts and net of expected returns which is estimated using historical return patterns and current expectation of future returns. The Company elected to account for shipping and handling activities that occur after the customer has obtained control of the product as an activity to fulfill the promise to transfer the product rather than as an additional promised service. Generally, payment is either received in advance or in a relatively short period of time following shipment. These obligations generally relate to product awards to be subsequently fulfilled. When that is the case, revenue is deferred until each performance obligation is met. Deferred revenue is recorded in the Accrued liabilities line item in the Consolidated Balance Sheets.

Re-engineering and Impairment Charges

Re-engineering and impairment charges are primarily related to severance costs, certain outside consulting services such as outplacement support, impairment of fixed assets associated with the closure of facilities, and other facility exit costs. The Company recognizes severance costs in the period in which the activity is approved by the Company’s management and/or Board of Directors, based on approval limits. Expense for all other reengineering activities is recognized as incurred.

Table of Cont e n t s

Distribution Costs

The cost of products sold includes costs related to the purchase and manufacture of goods sold by the Company. Among these costs are inbound freight charges, duties, purchasing and receiving costs, inspection costs, depreciation expense, internal transfer costs and warehousing costs of raw material, work in process, and packing materials. The warehousing and distribution costs of finished goods are included in Selling, general and administrative expense. Distribution costs are comprised of outbound freight and associated labor costs. Fees billed to customers associated with the distribution of products are classified as revenue.

Distribution costs were:


	Year Ended
(In millions of U.S. Dollars)	December 31, 2022		December 25, 2021		December 26, 2020
Distribution costs	$	117.7	$	145.0	$	141.5

Promotional Costs and Sales Force Commissions

The Company frequently makes promotional offers to members of its independent sales force to encourage them to fulfill specific goals or targets for other activities, ancillary to the Company’s business, but considered separate and distinct services from sales, which are measured by defined group/team sales levels, addition of new sales force members or other business-critical functions. The awards offered are in the form of product awards, special prizes, or trips. The Company accrues for the costs of these awards during the period over which the sales force qualifies for the award and reports these costs primarily as a component of Selling, general and administrative expense. These accruals require estimates as to the cost of the awards, based upon estimates of achievement and actual cost to be incurred. During the qualification period, actual results are monitored, and changes to the original estimates are made when known.

Programs are generally designed to recognize sales force members for achieving a primary objective. An example is holding a certain number of product demonstrations. In this situation, the Company offers a prize to sales force members that achieve the targeted number of product demonstrations over a specified period. The period runs from a couple of weeks to several months. The prizes are generally graded, in that meeting one level may result in receiving a piece of jewelry, with higher achievement resulting in more valuable prizes such as a television or a trip. Similar programs are designed to reward current sales force members who reach certain goals by promoting them to a higher level in the organization where their earning opportunity would be expanded, and they would take on additional responsibilities for adding new sales force members and providing training and motivation to new and existing sales force members. Other business drivers, such as scheduling product demonstrations, increasing the number of sales force members, holding product demonstrations or increasing end consumer attendance at product demonstrations, may also be the focus of a program.

The Company also offers commissions for achieving targeted sales levels. These types of awards are generally based upon the sales achievement of at least a mid-level member of the sales force, and her or his down-line members. The down-line members consist of those sales force members that have been directly added to the sales force by a given sales force member, as well as those added by her or his down-line member. In this manner, sales force members can build an extensive organization over time if they are committed to adding and developing their units. In addition to the commission, the positive performance of a unit may also entitle its leader to the use of a Company-provided vehicle and in some cases, the permanent awarding of a vehicle. Similar to the prize programs noted earlier, these programs generally offer varying levels of vehicles that are dependent upon performance.

The Company accrues for the costs of these awards during the period over which the sales force qualifies for the award and reports these costs primarily as a component of Selling, general and administrative expense. These accruals require estimates as to the cost of the awards, based upon estimates of achievement and actual cost to be incurred. During the qualification period, actual results are monitored and changes to the original estimates are made when known.

Promotional costs and sales force commissions were:


	Year Ended
(In millions of U.S. Dollars)	December 31, 2022		December 25, 2021		December 26, 2020
Promotional costs and sales force commissions	$	173.1	$	230.6	$	240.6

Like promotional accruals, other accruals are recorded over the time period that a liability is incurred and is both probable and reasonably estimable. Adjustments to amounts previously accrued are made when changes occur in the facts and circumstances that generated the accrual.

Table of Cont e n t s

Stock-based Compensation

The Company has several stock-based employee and director compensation plans, which are described more fully in Note 2: Incentive Compensation Plans. Compensation expense for stock-based awards is recorded on a straight-line basis over the required service period, based on the fair value of the award. The fair value of the stock option grants is estimated using the Black-Scholes option-pricing model, which requires assumptions, including dividend yield, risk-free interest rate, the estimated length of time employees will retain their stock options before exercising them (expected term), and the estimated volatility of the Company’s common stock price over the expected term. These assumptions are generally based on historical averages of the Company.

Compensation expense associated with restricted stock, restricted stock units and performance-vested stock awards is equal to the market value of the Company’s common stock on the date of grant and is recorded pro rata over the required service period. The fair value of market-vested awards is based on a Monte-Carlo simulation that estimates the fair value based on the Company’s stock price activity between the beginning of the year and the grant date relative to a defined comparative group of companies, expected term of the award, risk-free interest rate, expected dividends, and the expected volatility of the stock of the Company and those in the comparative group. The grant date fair value per share of market-vested awards already reflects the probability of achieving the market condition, and is therefore used to record the expense on a straight-line basis over the performance period regardless of actual achievement.

Advertising and Research and Development Costs

Advertising and research and development costs are charged to expense as incurred. Research and development expenses primarily include salaries, contractor expenses, and facility expenses. Both advertising and research and development expenses are included in Selling, general and administrative expense.

Advertising and research and development expenses were:


	Year Ended
(In millions of U.S. Dollars)	December 31, 2022		December 25, 2021		December 26, 2020
Advertising expense	$	3.8	$	3.6	$	2.5
Research and development expense	$	11.0	$	10.9	$	11.2

Product Warranty

Tupperware brand name products are guaranteed against chipping, cracking, breaking, or peeling under normal non-commercial use of the product with certain limitations. The cost of replacing defective products is not material.

Income Taxes

The provision for income taxes includes income from U.S. and foreign affiliates taxed at statutory rates, the accrual or release of amounts for tax uncertainties, and U.S. tax impacts of foreign income in the U.S.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities on the financial statements and their respective tax bases. Deferred tax assets are also recognized for net operating losses and credit carryforwards. Deferred tax assets and liabilities are measured using the enacted rates applicable to taxable income in the years in which the temporary differences are expected to reverse and the credits are expected to be used. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. An assessment is made as to whether or not a valuation allowance is required to offset deferred tax assets. This assessment requires estimates as to future operating results, the Company’s financial position, as well as an evaluation of the effectiveness of the Company’s tax planning strategies. These estimates are made on an ongoing basis based upon the Company’s business plans and growth strategies in each market and consequently, future material changes in the valuation allowance are possible. The valuation allowance reduces the deferred tax assets to an amount that management determined is more-likely-than-not to be realized.

Table of Cont e n t s

In conjunction with its assessment in the fourth quarter of 2022, the Company reevaluated the realizability of its deferred tax assets and determined that a full valuation allowance against deferred tax assets was required as of December 31, 2022 as it was no longer more likely than not that these assets would be realized given the Company’s liquidity constraints. Therefore, the provision for income taxes includes the recognition of an additional valuation allowance on deferred tax assets of $179.4 million in the fourth quarter of 2022 for a total valuation allowance of $357.6 million as of December 31, 2022.See Note 4: Income Taxes for a discussion of the Company’s analysis and need for a full valuation allowance against all deferred tax assets.

The Company operates in and files income tax returns in the U.S. and numerous foreign jurisdictions, which are subject to examination by tax authorities. Years open to examination contain matters that could be subject to differing interpretations of applicable tax laws and regulations related to the amount and/or timing of income, deductions, and tax credits. The Company accounts for uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes. This guidance prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

The Company historically did not provide for taxes related to the majority of its undistributed earnings because such earnings either would not be taxable when remitted or they were considered to be indefinitely reinvested. Total cumulative undistributed earnings are translated from functional currency each year and are impacted by positive or negative movement in foreign exchange rates. In the fourth quarter of 2022, given the liquidity constraints, the Company deemed it appropriate to lift all indefinite assertion positions and has recognized deferred tax liabilities related to repatriation of foreign earnings as it requires all available liquidity to satisfy obligations in the United States. See Note 4: Income Taxes.

Interest and penalties related to tax contingency or settlement items are recorded as a component of the Provision for income taxes in the Company’s Consolidated Statements of (Loss) Income. The Company records accruals for tax contingencies as a component of Accrued liabilities or in the long-term Other liabilities in the Consolidated Balance Sheets.

Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted-average shares outstanding. Diluted earnings per share is calculated by also considering the impact of dilutive securities such as options, restricted shares, restricted stock units, and performance share units on both net income and the weighted-average shares outstanding. When income from continuing operations is in a loss position, the basic and dilutive earnings per share are the same.

Foreign Currency Translation

Results of operations of foreign subsidiaries are translated into U.S. Dollars using average exchange rates during the year. The assets and liabilities of those subsidiaries, other than those of operations in highly inflationary countries, are translated into U.S. Dollars using exchange rates at the Consolidated Balance Sheet date. The related translation adjustments are included in accumulated other comprehensive income (loss). Foreign currency transaction gains and losses, as well as remeasurement of financial statements of subsidiaries in highly inflationary countries, are included in Other income, net. As a result of the triggering event in the fourth quarter of 2022 related to the Company’s liquidity constraints and additional deterioration in forecasts, as of December 31, 2022, the Company is no longer able to assert that certain of its intercompany loans will not be settled in the foreseeable future. As a result, commencing January 1, 2023, unrealized foreign currency translation gains and losses on intercompany loans will be recognized in Other income, net, which will generate additional volatility in reported results.

Inflation in Argentina and Venezuela has been at a high level the past several years and both countries are considered to be hyper inflationary. Inflation in Turkey reached the cumulative three-year inflation in excess of 100 percent in 2022, and as such, the country transitioned to hyper inflationary status as of April 1, 2022. The Company uses a blended index of the Consumer Price Index and National Consumer Price Index for determining hyper inflationary status in Argentina, Turkey, and Venezuela. For Argentina, this blended index reached cumulative three-year inflation in excess of 100 percent in 2018, and as such, the country transitioned to highly inflationary status as of July 1, 2018. For Venezuela, this blended index reached cumulative three-year inflation in excess of 100 percent at November 30, 2009, and as such, the country transitioned to hyper inflationary status at the beginning of the 2010 fiscal year.

In 2022, 2021, and 2020, the net expense impacts related to remeasuring net monetary assets for the above mentioned highly inflationary countries, were $10.3 million, $2.0 million, and $4.5 million, respectively. The amounts related to remeasurement are included in Other income, net.

Table of Cont e n t s

In addition, there is $64.4 million in historical cumulative foreign currency translation losses related to Argentina, Turkey, and Venezuela, from before each was highly inflationary, included in equity within the Consolidated Balance Sheets.

Cash, Cash Equivalents and Restricted Cash ~~Equivalents.~~

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. ~~As of December 30, 2017 and December 31, 2016, $10.2 million and $9.6 million, respectively, of the cash~~Cash and cash equivalents ~~included on the Consolidated Balance Sheets were held in the form of~~include time deposits, certificates of deposit, or similar instruments. Any funds that the Company is legally restricted from withdrawing, including compensating balances, are classified as restricted cash. Restricted cash is recorded in Prepaid expenses and other current assets and in the long-term Other assets line items in the Consolidated Balance Sheets.

Accounts Receivable and Allowance for ~~Doubtful Accounts.~~ Credit Losses

The Company maintains current receivable amounts with most of its independent distributors and sales force in certain markets. It also maintains long-term receivable amounts with certain of these customers. The Company regularly monitors and assesses its risk of not collecting amounts owed ~~to it~~ by customers. This evaluation is based upon an analysis of ~~amounts~~ current and past due amounts, along with relevant history and facts particular to the customer. It is also based upon estimates of distributor business prospects, particularly related to the evaluation of the recoverability of long-term amounts due. This evaluation is performed by business unit and account by account, based upon historical experience, market penetration levels and similar factors. It also considers collateral of the customer that could be recovered to satisfy debts. The Company records its allowance for ~~doubtful accounts~~credit losses based on the results of this analysis. The analysis requires the Company to make significant estimates and as such, changes in facts and circumstances could result in material changes in the allowance for ~~doubtful accounts.~~credit losses. The Company considers as past due any receivable balance not collected within its contractual terms.

Inventories.

Inventories are valued at the lower of cost or net realizable value on a first-in, first-out basis. Inventory cost includes cost of raw material, labor, and overhead. The Company writes down its inventory for obsolescence or ~~unmarketability~~non-marketability in an amount equal to the difference between the cost of the inventory and estimated ~~market~~net realizable value based upon expected future demand and pricing. The demand and pricing is estimated based upon the historical success of product lines as well as the projected success of promotional programs, new product introductions, and the availability of new markets or distribution channels. The Company prepares projections of demand and pricing on ~~an item~~a product by ~~item~~product basis for all of its products. If inventory on hand exceeds projected demand or the expected market value is less than the carrying value, the excess is written down to its net realizable value. However, if actual demand or the estimate of market value decreases, additional write-downs would be required.

~~Internal Use Software Development Costs.~~ The Company capitalizes internal use software development costs as they are incurred and amortizes such costs over their estimated useful lives of three to five years, beginning when the software is placed in service. Net unamortized costs of such amounts included in property, plant and equipment were $24.4 million and $21.3 million at December 30, 2017 and December 31, 2016, respectively. Amortization cost related to internal use software development costs totaled $5.4 million, $6.9 million and $5.7 million in 2017, 2016 and 2015, respectively.

Property, Plant and ~~Equipment.~~Equipment

Property, plant and equipment is initially stated at cost. Depreciation is recorded on a straight-line basis over the following estimated useful lives of the assets:


		Years
		~~Years~~
Building and improvements	10 - 40
Molds		4 - 10
Production equipment		10 ~~- 20~~
Distribution equipment		5 - 10
Computer/telecom equipment		3 - 5
Capitalized software		3 - 57

~~Depreciation~~

Expenditures for maintenance and repairs are charged to Cost of products sold or Selling, general and administrative expense, ~~was $45.6 million, $43.0 million and $46.5 million in 2017, 2016 and 2015, respectively. The Company considers~~depending on the ~~need for an impairment review when events occur that indicate that~~asset to which the ~~book value of a long-lived asset may exceed its recoverable value.~~ expenditure relates.

Upon the sale or retirement of property, plant and equipment, a gain or loss, if any, is recognized equal to the difference between the sales price and the net book value. ~~Expenditures~~

The Company considers the need for ~~maintenance and repairs are charged to cost~~an impairment review when events occur that indicate that the book value of ~~products sold~~a long-lived asset or ~~delivery, sales and administrative (DS&A) expense, depending on the~~ asset ~~to which the expenditure relates.~~

~~Goodwill.~~ ~~The Company's recorded goodwill relates primarily~~group may exceed its recoverable value. Due to the Company’s identified liquidity constraints, management performed an impairment assessment as of December ~~2005~~31, 2022 and determined that certain of the Company’s construction-in-progress assets, namely software, would no longer be completed. As such, the Company recognized a $3.5 million abandonment charge in unallocated expenses for the year ended December 31, 2022, which is included in Loss (gain) on disposal of assets in the Consolidated Statements of (Loss) Income.

Table of Cont e n t s

Internal Use Software Development Costs

The Company capitalizes internal use software development costs as they are incurred and amortizes such costs over their estimated useful lives of three to five years, beginning when the software is placed in service. Net unamortized internal use software development costs are included in Property, plant and equipment, net.

Trade name

The NaturCare trade name was recorded at its fair market value at the date of acquisition of the ~~direct-to-consumer businesses of~~ Sara Lee ~~Corporation.~~ direct selling businesses in December 2005.

The ~~Company does not amortize its goodwill. Instead,~~Company’s indefinite-lived trade name is evaluated for impairment annually as of the ~~Company performs an annual assessment during~~last day of the third quarter of each year, ~~to evaluate the assets in each of its reporting units for impairment,~~ or more frequently if events or changes in circumstances indicate that a triggering event for an impairment evaluation has occurred. The annual process for assessing the carrying value of indefinite-lived trade name begins with a qualitative assessment that is similar to the assessment performed for goodwill. When the Company ~~has early adopted~~determines it is appropriate, the ~~Financial Accounting Standards Board's ("FASB")~~ ~~Accounting Standards Update 2017-04: Simplifying~~quantitative impairment evaluation for the ~~Test~~Company’s indefinite-lived trade name involves comparing the estimated fair value of the assets to the carrying amounts. If the carrying amount of a trade name exceeds its estimated fair value, an impairment charge is recognized in an amount equal to the excess. The fair value of this trade name is estimated using the relief from royalty method, which is a form of the income approach. Under this method, the value of the asset is calculated by selecting a royalty rate, which estimates the amount a company would be willing to pay for ~~Goodwill Impairment~~.the use of the asset. This rate is applied to the reporting unit's projected revenue, tax effected and discounted to present value. As part of the annual evaluation for impairment performed as part of the restatement as of the last day of the third quarter of 2022, the Company concluded that a portion of its NaturCare trade name was impaired and recognized a partial impairment charge. In the fourth quarter of 2022 assessment, the Company concluded that there was a triggering event related to liquidity constraints and additional deterioration in forecasts. As a result of its evaluation, the Company recognized an additional partial impairment of the NaturCare trade name in the fourth quarter of 2022.

As a result of the Company’s decision to focus on its core Tupperware business, most of the beauty business was disposed of in fiscal year 2022. Furthermore, in considering the Company’s decision in 2022 that it would no longer invest in the NaturCare trade name, coupled with the year-over-year revenue and margin declines of the NaturCare brand, the Company made the determination to classify the trade name as definite-lived as of December 31, 2022. The remaining $1.0 million associated with the NaturCare trade name will be amortized over an estimated useful life of 5 years, considering the factors discussed above, which represents the period that trade name is expected to contribute directly to the Company’s revenue and market participant perspective. Trade name is further discussed in Note 11: Trade Name and Goodwill.

Goodwill

The Company’s recorded goodwill relates primarily to the December 2005 acquisition of the direct selling businesses of Sara Lee Corporation. The Company tests reporting units for impairment annually as of the last day of the second quarter for the Mexico reporting unit and as of the last day of the third quarter for the rest of the reporting units, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

The annual process for evaluating goodwill begins with an assessment for each reporting entity of qualitative factors to determine whether a quantitative evaluation of the unit's fair value compared with its carrying value is ~~appropriate~~required for determining potential goodwill impairment. The qualitative factors evaluated by the Company include: macro-economic conditions of the local business environment, overall financial performance, sensitivity analysis from the most recent quantitative fair value evaluation ("(“fair value ~~test"~~test”), as prescribed under ~~Accounting Standards Codification ("ASC")~~ASC 350, Intangibles - Goodwill and Other, and other entity specific factors as deemed appropriate. When the Company determines that a ~~fair value test is appropriate,~~quantitative evaluation should be performed, it estimates the fair value of the reporting unit and compares the result with its carrying amount, including goodwill, after any long-lived asset impairment charges. If the carrying amount of the reporting unit exceeds its fair value, an impairment charge is recorded equal to the amount by which the carrying value exceeds the fair value, up to the amount of goodwill associated with the reporting unit.

~~Any fair~~

Fair value ~~test necessary is done by~~tests are generally performed using ~~either the income approach or~~ a combination of the income and market approaches, with generally a greater weighting on the income approach (75 percent). The income approach, or discounted cash flow approach, requires significant assumptions to estimate the fair value of each reporting unit. These include assumptions regarding future operations and the ability to generate cash flows, including projections of revenue, costs, utilization of assets and capital requirements, along with an appropriate discount rate to be used. The most sensitive estimate in the fair value test is the projection of operating cash flows, as these provide the basis for the estimate of fair market value. The Company’s cash flow model uses a forecast period of 105 years and a terminal value. The growth rates are determined by reviewing historical results of the operating unit and the historical results of the Company’s similar business units, with emphasis on most recent performance, along with the expected contribution from ~~growth~~ strategies being implemented.

Table of Cont e n t s

The market approach relies on an analysis of ~~publicly-traded~~publicly traded companies similar to Tupperware Brands and deriving a range of revenue and profit multiples. The ~~publicly-traded~~publicly traded companies used in the market approach are selected based on their having similar product lines of consumer goods, beauty products and/or companies using a ~~direct-to-consumer~~direct selling distribution method. The resulting multiples are then applied to the reporting unit to determine fair value. Goodwill is further discussed in Note ~~6 to the Consolidated Financial Statements.~~11: Trade Name and Goodwill.

~~Intangible Assets. Intangible assets are recorded at their fair market values at the date of acquisition and definite-lived intangibles are amortized over their estimated useful lives~~. The intangible assets included in the Company's Consolidated Financial Statements at December 30, 2017 and December 31, 2016 were related to the acquisition of the Sara Lee direct-to-consumer businesses in December 2005. The weighted average estimated useful lives of the Company's intangible assets were as follows:



	~~Weighted Average Estimated Useful Life~~
~~Indefinite-lived tradenames~~	~~Indefinite~~
~~Definite-lived tradename~~	~~10 years~~

The Company's indefinite-lived tradename intangible assets are evaluated for impairment annually similarly to goodwill beginning with a qualitative assessment. The annual process for assessing the carrying value of indefinite-lived tradename intangible assets begins with a qualitative assessment that is similar to the assessment performed for goodwill. When the Company determines it is appropriate, the quantitative impairment evaluation for the Company's indefinite-lived tradenames involves comparing the estimated fair value of the assets to the carrying amounts, to determine if fair value is lower and a write-down required. If the carrying amount of a tradename exceeds its estimated fair value, an impairment charge is recognized in an amount equal to the excess. The fair value of these assets is estimated using the relief from royalty method, which is a form of the income approach. Under this method, the value of the asset is calculated by selecting a royalty rate, which estimates the amount a company would be willing to pay for the use of the asset. This rate is applied to the reporting unit's projected revenue, tax affected and discounted to present value.

The Company's definite-lived intangible asset relates to the Fuller tradename and is being amortized since August 2013 based on its estimated useful life of 10 years. The Fuller tradename's useful life was estimated, at that time, based on the period that the tradename was expected to contribute directly to the Company's revenue. Definite-lived intangible assets are reviewed for impairment in a similar manner as property, plant and equipment as discussed above. Amortization related to definite-lived intangible assets is included in DS&A on the Consolidated Statements of Income. Intangible assets are further discussed in Note 6 to the Consolidated Financial Statements.

~~Promotional and Other Accruals~~. The Company frequently makes promotional offers to members of its independent sales force to encourage them to fulfill specific goals or targets for sales levels, party attendance, addition of new sales force members or other business-critical functions. The awards offered are in the form of product awards, special prizes or trips.

Programs are generally designed to recognize sales force members for achieving a primary objective. An example is holding a certain number of product demonstrations. In this situation, the Company offers a prize to sales force members that achieve the targeted number of product demonstrations over a specified period. The period runs from a couple of weeks to several months. The prizes are generally graded, in that meeting one level may result in receiving a piece of jewelry, with higher achievement resulting in more valuable prizes such as a television set or a trip. Similar programs are designed to reward current sales force members who reach certain goals by promoting them to a higher level in the organization where their earning opportunity would be expanded, and they would take on additional responsibilities for adding new sales force members and providing training and motivation to new and existing sales force members. Other business drivers, such as scheduling product demonstrations, increasing the number of sales force members, holding product demonstrations or increasing end consumer attendance at product demonstrations, may also be the focus of a program.

The Company also offers commissions for achieving targeted sales levels. These types of awards are generally based upon the sales achievement of at least a mid-level member of the sales force, and her or his down-line members. The down-line consists of those sales force members that have been directly added to the sales force by a given sales force member, as well as those added by her or his down-line member. In this manner, sales force members can build an extensive organization over time if they are committed to adding and developing their units. In addition to the commission, the positive performance of a unit may also entitle its leader to the use of a company-provided vehicle and in some cases, the permanent awarding of a vehicle. Similar to the prize programs noted earlier, these programs generally offer varying levels of vehicles that are dependent upon performance.

The Company accrues for the costs of these awards during the period over which the sales force qualifies for the award and reports these costs primarily as a component of DS&A expense. These accruals require estimates as to the cost of the awards, based upon estimates of achievement and actual cost to be incurred. During the qualification period, actual results are monitored and changes to the original estimates are made when known. Promotional and other sales force compensation expenses included in DS&A expense totaled $356.2 million, $376.2 million and $378.7 million in 2017, 2016 and 2015, respectively.

~~Revenue Recognition~~. Revenue is recognized when the price is fixed, the title and risks and rewards of ownership have passed to the customer who, in most cases, is one of the Company’s independent distributors or a member of its independent sales force, and when collection is reasonably assured. Depending on the contractual arrangements for each business, revenue is recognized upon either delivery or shipment, which is when title and risk and rewards of ownership have passed to the customer. When revenue is recorded, estimates of returns are made and recorded as a reduction of revenue. Discounts earned based on promotional programs in place, volume of purchases or other factors are also estimated at the time of revenue recognition and recorded as a reduction of that revenue.

~~Shipping and Handling Costs~~. The cost of products sold line item includes costs related to the purchase and manufacture of goods sold by the Company. Among these costs are inbound freight charges, duties, purchasing and receiving costs, inspection costs, depreciation expense, internal transfer costs and warehousing costs of raw material, work in process and packing materials. The warehousing and distribution costs of finished goods are included in DS&A expense. Distribution costs are comprised of outbound freight and associated labor costs. Fees billed to customers associated with the distribution of products are classified as revenue. The distribution costs included in DS&A expense in 2017, 2016 and 2015 were $142.2 million, $137.0 million and $139.3 million, respectively.

~~Advertising and Research and Development Costs.~~ Advertising and research and development costs are charged to expense as incurred. Advertising expense totaled $9.3 million, $8.3 million and $13.4 million in 2017, 2016 and 2015, respectively. Research and development costs totaled $16.7 million, $18.3 million and $18.1 million, in 2017, 2016 and 2015, respectively. Research and development expenses primarily include salaries, contractor costs and facility costs. Both advertising and research and development costs are included in DS&A expense.

~~Accounting for Stock-Based Compensation~~. The Company has several stock-based employee and director compensation plans, which are described more fully in Note 14 to the Consolidated Financial Statements. Compensation cost for share-based awards is recorded on a straight line basis over the required service period, based on the fair value of the award. The fair value of the stock option grants is estimated using the Black-Scholes option-pricing model, which requires assumptions, including dividend yield, risk-free interest rate, the estimated length of time employees will retain their stock options before exercising them (expected term) and the estimated volatility of the Company's common stock price over the expected term. These assumptions are generally based on historical averages of the Company.

Compensation expense associated with restricted stock, restricted stock units and performance-vested share awards is equal to the market value of the Company's common stock on the date of grant and is recorded pro rata over the required service period. The fair value of market-vested awards is based on a Monte-Carlo simulation that estimates the fair value based on the Company's share price activity between the beginning of the year and the grant date relative to a defined comparative group of companies, expected term of the award, risk-free interest rate, expected dividends, and the expected volatility of the stock of the Company and those in the comparative group. The grant date fair value per share of market-vested awards already reflects the probability of achieving the market condition, and is therefore used to record expense straight line over the performance period regardless of actual achievement. For those awards with performance vesting criteria, the expense is recorded straight-line over the required service period based on an assessment of achieving the criteria.

Through 2016, the Company reported the excess tax benefits from share-based payment arrangements as an inflow from financing activities. For 2016 and 2015, the Company generated $0.6 million and $6.0 million of excess tax benefits, respectively. Effective as of the beginning of 2017, the tax effects from share-based payments is recognized as part of the Company's tax provision and is included in net income within operating activities on the statement of cash flows.

~~Income Taxes~~. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets also are recognized for credit carryforwards. Deferred tax assets and liabilities are measured using the enacted rates applicable to taxable income in the years in which the temporary differences are expected to reverse and the credits are expected to be used. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. An assessment is made as to whether or not a valuation allowance is required to offset deferred tax assets. This assessment requires estimates as to future operating results, as well as an evaluation of the effectiveness of the Company's tax planning strategies. These estimates are made on an ongoing basis based upon the Company's business plans and growth strategies in each market and consequently, future material changes in the valuation allowance are possible. It also requires estimates associated with enactment effects, as of December 22, 2017, and ongoing activity under the the U.S. Tax Cuts and Jobs Act of 2017 (the "Tax Act”).

ASC 740 requires a company to record the effect of tax law change in the period of enactment. However, shortly after the enactment of the Tax Act, the SEC staff issued SEC Staff Accounting Bulletin 118 (“SAB 118”), which allows a company to record a provisional amount when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in tax law. The measurement period ends when the company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year. To the extent that the Company was able to make a reasonable estimate of the effects of elements of the Tax Act for which the analysis was not complete, it recorded those amounts. In instance where the Company was not able to make reasonable estimates of the impact of certain elements, as provided for by SAB 118, it did not record an amount related to those elements and accounted for them on the basis of tax laws in effect before the Tax Act.

The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes. This guidance prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

Interest and penalties related to tax contingency or settlement items are recorded as a component of the provision for income taxes in the Company's Consolidated Statements of Income. The Company records accruals for tax contingencies as a component of accrued liabilities or other long-term liabilities on its balance sheet.

~~Net Income Per Common Share~~. Basic per share information is calculated by dividing net income by the weighted average number of shares outstanding. Diluted per share information is calculated by also considering the impact of potential common stock on both net income and the weighted average number of shares outstanding. The Company's potential common stock consists of employee and director stock options, restricted stock, restricted stock units and performance share units. Performance share awards are included in the diluted per share calculation when the performance criteria are achieved. The Company's potential common stock is excluded from the basic per share calculation, or when the Company has a net loss for the period, and is included in the diluted per share calculation when doing so would not be anti-dilutive.

~~The elements of the earnings per share computations were as follows:~~

(In millions, except per share amounts) 2017 2016 2015
Net income (loss) $ (265.4 ) $ 223.6
$ 185.8
Weighted average shares of common stock outstanding 50.8
50.5
49.9
Common equivalent shares:
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance share units —
0.2
0.5
Weighted average common and common equivalent shares outstanding 50.8
50.7
50.4
Basic earnings per share $ (5.22 ) $ 4.43
$ 3.72
Diluted earnings per share $ (5.22 ) $ 4.41
$ 3.69
Shares excluded from the determination of potential common stock because inclusion would have been anti-dilutive 3.1
1.4
0.9

Derivative Financial ~~Instruments.~~Instruments and Hedging Activities

The Company recognizes in its Consolidated Balance Sheets the asset or liability associated with all derivative instruments and measures those assets and liabilities at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge. The accounting for changes in the value of a derivative accounted for as a hedge depends on the intended use of the derivative, whether it qualifies for hedge accounting, and ~~the resulting designation~~what type of ~~the~~ hedge ~~exposure.~~it is. Depending on ~~how~~ the type of hedge, ~~is used and the designation,~~ the gain or loss ~~due to~~on the hedging instrument is reported in earnings, and offset by recognition of changes in fair value ~~is reported either in earnings, or initially~~of the hedged item, in other comprehensive ~~income.~~income until the hedged item impacts earnings, or in cumulative translation adjustment until the hedged net investment is sold or liquidated. Gains or losses that are reported in other comprehensive income (loss) are eventually recognized in earnings, with the timing of this recognition governed by ASC 815, Derivatives and Hedging.

The Company uses derivative financial instruments, principally over-the-counter forward exchange contracts with major international financial institutions, to offset the effects of exchange rate changes on net investments in certain foreign subsidiaries, certain forecasted purchases, certain intercompany transactions, and certain accounts payable and accounts receivable. ~~The Company also uses euro denominated borrowings under its Credit Agreement to hedge a portion~~Gains and losses on contracts designated as economic hedges of ~~its net investment~~accounts receivable, accounts payable, and non-permanent intercompany transactions are accrued as exchange rates change and are recognized in ~~foreign subsidiaries.~~income. Gains and losses on instruments designated as net equity hedges of net investments in a foreign subsidiary or on intercompany transactions that are permanent in nature are accrued as exchange rates change, and are recognized in shareholders' equity as a component of foreign currency translation adjustments within accumulated other comprehensive loss. Gains and losses on contracts designated as fair value hedges of accounts receivable, accounts payable and non-permanent intercompany transactions are accrued as exchange rates change and are recognized in income. Gains and losses on contracts designated as cash flow hedges of identifiable foreign currency forecasted purchases are deferred and initially included in other comprehensive ~~income. In assessing hedge effectiveness,~~income (loss) until the hedged transaction impacts earnings, at which time amounts reported in Other comprehensive income (loss) (“OCI”) will be recognized in earnings.

Leases

The Company determines if a contractual arrangement is a lease at inception and whether it is classified as operating or financing based on whether that contract conveys the right to control the use of an identified asset in exchange for consideration for a period of time. The Company has operating leases for certain equipment, vehicles, office space, and manufacturing and distribution facilities. The Company has a finance lease related to a building in Belgium. At commencement, a right of use asset and lease liability is recorded. Finance leases are included in Property, plant and equipment, net and Long-term debt and other lease financing obligations, on the Company’s Consolidated Balance Sheets. Operating leases are included in Operating lease assets, Accrued liabilities, and Operating lease liabilities on the Company’s Consolidated Balance Sheets.

The Company recognizes leases with a term of twelve months or less in rent expense on a straight-line basis over the lease term.

Since most of the Company’s leasing arrangements do not identify or provide an implicit rate, the Company ~~excludes forward points, which~~uses its incremental borrowing rate based on information available at the commencement date, including the lease term, currency, country specific risk premium, and adjustments for collateralized debt, in determining the present value of lease payments. The incremental borrowing rate also considers the Company’s credit risk.

Refer to Note 15: Accrued and Other Liabilities, Note 16: Debt and Note 17: Leases for further information.

Retirement Benefit Plans

The Company has various defined benefit pension plans and other postretirement benefit plans covering certain employees at its domestic and foreign operations. The Company recognizes the funded status of the benefit plans in its Consolidated Balance Sheets, measured at the fair value of plan assets less benefit obligations as of the date of the fiscal year-end. Benefit plan costs and liabilities are ~~included~~dependent on assumptions used in calculating such amounts. These are provided by a third-party specialist and include discount rates, benefits earned, interest cost, expected return on assets, mortality rates, and other factors. Actual results that differ from these assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation in future periods. However, certain of these unrecognized amounts are recognized when triggering events occur, such as when a ~~component~~settlement of pension obligations in excess of total interest ~~expense. See~~and service costs occurs. The Company’s retirement benefit plans are further discussed in Note ~~8 to the Consolidated Financial Statements.~~18: Retirement Benefit Plans.

Table of Cont e n t s

Fair Value ~~Measurements.~~ Measurements

The Company applies the applicable accounting guidance for fair value measurements. This guidance provides the definition of fair value, describes the method used to appropriately measure fair value in accordance with generally accepted accounting principles, and outlines fair value disclosure requirements.

The fair value hierarchy established under this guidance prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

•Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

•Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted prices, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

•Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in ~~management's~~management’s best estimate of fair value from the perspective of a market participant. ~~The Company does not have any recurring Level 3 fair value measurements.~~

~~Foreign Currency Translation.~~ ~~Results of operations of foreign subsidiaries are translated into U.S. dollars using average exchange rates during~~

New Accounting Pronouncements

Standards Recently Adopted

In August 2018, the year. The assets and liabilities of those subsidiaries, other than those of operations in highly inflationary countries, are translated into U.S. dollars using exchange rates at the balance sheet date. The related translation adjustments are included in accumulated other comprehensive loss. Foreign currency transaction gains and losses, as well as re-measurement of financial statements of subsidiaries in highly inflationary countries, are included in income.

Inflation in Venezuela has been at a high level the past several years. The Company uses a blended index of the Consumer Price Index and National Consumer Price Index for determining highly inflationary status in Venezuela. This blended index reached cumulative three-year inflation in excess of 100 percent at November 30, 2009 and as such, the Company transitioned to highly inflationary status at the beginning of its 2010 fiscal year. Gains and losses resulting from the translation of the financial statements of subsidiaries operating in highly inflationary economies are recorded in earnings.

For Venezuela, through fiscal 2017, the bolivar to U.S. dollar exchange rates used in translating the Company’s operating activity was based on an official rate recognized by the Venezuelan government. As of the end of December 2017, the Company evaluated the significant inflationary environment in Venezuela, as well as the actual exchange rates used to conduct business, particularly relatedFinancial Accounting Standards Board (“FASB”) issued ASU 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the procurement of resins to manufacture product. The Company concluded it would not be appropriate to use the official rate to value sales and profit beginning in 2018, and will use a parallel rate that is currently approximately 99 percent lower than the official rate used during 2017. As a result, as of the end of 2017, the Company remeasured its balance sheet at the parallel rate available at that time, and evaluated the Venezuelan fixed assetsDisclosure Requirements for impairment. In 2017, 2016 and 2015, the net expense in connection with re-measuring net monetary assets and recording in cost of sales inventory at the exchange rate when it was purchased or manufactured compared with when it was sold, and in 2017 the write-down of inventory, was $7.4 million, $4.3 million and $14.9 million, respectively. The amounts related to remeasurement are included in other expense. In 2017, there was also a fixed asset impairment charge of $2.3 million recorded in re-engineering and impairments caption.

As of the end of 2017, the net monetary assets in Venezuela, which were of a nature that would generate income or expense associated with future exchange rate fluctuations versus the U.S. dollar were not material. In addition, there was $25.5 million in cumulative foreign currency translation losses related to Venezuela included in equity within the Consolidated Balance Sheets.

~~Product Warranty.~~ Tupperware® brand products are guaranteed against chipping, cracking, breaking or peeling under normal non-commercial use of the product with certain limitations. The cost of replacing defective products is not material.

~~New Accounting Pronouncements. In May 2014, the FASB issued~~Defined Benefit Plans,” an amendment to existing guidance ~~regarding revenue from contracts with customers.~~on disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. Under the amendment, the entity is required to disclose the weighted-average interest crediting rates used, reasons for significant gains and losses affecting the benefit obligation and an explanation of any other significant changes in the benefit obligation or plan assets. The amendment outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Subsequently, the FASB has issued several other amendments clarifying specific topics within the scope of the new guidance regarding contracts with customers.also removed certain required disclosures that no longer are considered cost beneficial. This guidance is effective for fiscal years beginning after December 15, ~~2017, and interim periods within those fiscal years.~~2020. The Company ~~has surveyed revenue recognition policies and sales incentives programs across each of its global operating segments, and has evaluated~~adopted this guidance at the ~~impact~~beginning of the ~~adoption~~first quarter of this amendment on its Consolidated Financial Statements. While there are expected to be changes in policy in certain units, the Company does not believe the impact to the Consolidated Financial Statements, including adjustments to the 2018 beginning retained earnings, will be significant, as the majority of the Company's transactions have not been accounted for under industry-specific guidance that will be superseded by the new guidance,2021 and ~~generally only consist of a single performance obligation to transfer non-customized, promised goods. The Company has used the modified retrospective method of adoption beginning January 2018.~~

In February 2016, the FASB issued an amendment to existing guidance on lease accounting that requires the assets and liabilities arising from operating leases be presented in the balance sheet. This guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the specific impact of the adoption of this amendment on its Consolidated Financial Statements, though it does expect an increase in both assets and liabilities upon adoption due to recognition of operating lease assets and related liabilities.

In August 2016, the FASB issued an amendment to existing guidance on presentation and classification of certain cash receipts and cash payments in the Statement of Cash Flows. This guidance is intended to reduce diversity in the classification of transactions related to debt prepayment or debt extinguishment costs, zero-coupon debt instruments settlement, contingent consideration payments made after a business combination, insurance claims settlement and corporate-owned life insurance settlement, distributions from equity method investments and beneficial interests in securitization transactions. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company doesdid not ~~expect adoption of this amendment to~~ have anany material impact on its Consolidated Financial Statements.

In ~~October 2016,~~March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), an ~~amendment~~optional guidance for a limited period of time to ~~existing~~ease the transition from the London interbank offered rate (“LIBOR”) to an alternative reference rate. The ASU intends to address certain concerns relating to accounting for contract modifications and hedge accounting. These optional expedients and exceptions to applying GAAP, assuming certain criteria are met, are allowed through December 31, 2024. The amendments should be applied on a prospective basis. In addition, the FASB also issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope” (“ASU 2021-01”) to refine the scope of ASC 848, “Reference Rate Reform” (“ASC 848”) and ASU 2020-04 in response to Reference Rate Reform in January 2021. ASU 2021-01 adds guidance ~~on income tax consequences of intra-entity transfers of assets other than inventory. Under the amendment, the income tax consequences of an intra-entity transfer of an asset other than inventory~~to clarify which optional expedients in ASC 848 may be applied to derivative instruments that do not reference LIBOR or a reference rate that will be ~~recognized when~~discontinued, but are modified as a result of the ~~transfer occurs.~~discontinuing transition. This guidance iswas effective ~~for fiscal years beginning after~~upon issuance through December ~~15, 2017, and interim periods within those fiscal years.~~31, 2022. The Company ~~is currently evaluating~~adopted this guidance during the ~~impact~~third quarter of 2022 and the adoption ~~of this amendment~~did not have any material impact on its Consolidated Financial Statements.

Standards Not Yet Adopted

In ~~November 2016,~~March 2022, the FASB issued ~~an amendment~~ASU No. 2022-02, “Financial Instruments - Credit Losses (Topic 326) (“ASU 2022-02”), which eliminates the troubled debt restructuring (“TDR”) accounting model for creditors that have adopted Topic 326. All other creditors must continue to ~~existing~~apply the TDR accounting model until they adopt Topic 326. Due to the removal of the TDR accounting model, all loan modifications will now be accounted for under the general loan modification guidance in Subtopic ASC 310-20, “Nonrefundable Fees and Other Costs”. In addition, on ~~classification and presentation of changes in restricted cash on the statement of cash flows. Under the amendment, the restricted cash and restricted cash equivalents~~a prospective basis, entities will be ~~included with cash and cash equivalents when reconciling the total cash balance for the period on the statement~~subject to new disclosure requirements covering modifications of ~~cash flows. This~~receivables to borrowers experiencing financial difficulty. The guidance is effective for ~~fiscal years~~reporting periods beginning

Table of Cont e n t s

after December 15, ~~2017, and interim periods within those fiscal years.~~2022. Early adoption is permitted. The Company does not expect the adoption of ~~this amendment~~the amendments to have a ~~significant~~material impact ~~on the Company’s Consolidated Financial Statements.~~

In March 2017, the FASB issued an amendment to existing guidance on presentation of net periodic pension and post-retirement benefit costs. Under the amendment, the service cost component will be presented in the same income statement line item as other compensation costs arising from services rendered during the period. The other components of the net periodic benefit cost will be presented separately from the service cost and outside operating income subtotal. Only the service cost will be eligible for capitalization in assets. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not expect a significant impact from the adoption of this amendment on its Consolidated Financial Statements.

In ~~May 2017,~~September 2022, the FASB issued ~~an amendment~~ASU No. 2022-04, “Liabilities – Supplier Finance Programs” (Subtopic 405—50) giving guidance to ~~existing~~enhance the transparency of supplier finance programs to allow financial statement users to understand the effect on working capital, liquidity, and cash flows. The new guidance on stock compensation to provide clarity and reduce diversity in modification accounting. Under the amendment, modification accounting is to be applied unless the fair value, vesting conditions and classificationrequires disclosure of key terms of the ~~modified award are the same as that~~program, including a description of the ~~original award immediately before~~payment terms, payment timing and assets pledged as security or other forms of guarantees provided to the ~~modification. This~~finance provider or intermediary. Other requirements include the disclosure of the amount that remains unpaid as of the end of the reporting period, a description of where these obligations are presented in the balance sheet and a rollforward of the obligation during the annual period. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not expect an impact from the adoption of this amendment on its Consolidated Financial Statements.

In August 2017, the FASB issued an amendment to existing guidance on hedge accounting. Under the amendment, the impact of both the effective and ineffective components of a hedging relationship is required to be recorded in the ~~same income statement line. After initial qualification, a qualitative assessment~~first quarter of ~~effectiveness is permitted instead of a quantitative test~~2023, except for ~~certain hedges. This guidance~~the rollforward, which is effective ~~for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.~~in 2024. Early adoption is permitted. The Company ~~estimates~~does not expect the adoption to have a material impact on the Consolidated Financial Statements.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Consolidated Financial Statements.

Note 2: Incentive Compensation Plans

On May 22, 2019, the shareholders of the Company approved the adoption of the Tupperware Brands Corporation 2019 Incentive Plan (the “2019 Incentive Plan”). The 2019 Incentive Plan provides for the issuance of cash and stock-based incentive awards to employees, directors, and certain non-employee participants. Stock-based awards may be in the form of stock options, restricted stock, restricted stock units, performance vesting, and market vesting awards. Under the plan, awards that are canceled or expire are added back to the pool of available shares. When the 2019 Incentive Plan was approved, the number of shares of the Company’s common stock available for stock-based awards under the plan totaled 850,000, plus remaining shares available for issuance under the Tupperware Brands Corporation 2016 Incentive Plan, the Tupperware Brands Corporation 2010 Incentive Plan, and the Tupperware Brands Corporation Director Stock Plan. Shares may no longer be granted under the plans adopted before 2019. The total number of shares available for grant under the 2019 Incentive Plan as of December 31, 2022 was 2,113,480.

Under the 2019 Incentive Plan, as of December 31, 2022 non-employee directors currently receive approximately 50 percent of their annual retainers in the form of stock and may elect to receive the balance of their annual retainers in the form of stock or cash.

Stock Options

Stock options to purchase the Company’s common stock are granted to employees and directors, upon approval by the Compensation and Management Development Committee of the Board of Directors, with an exercise price equal to the fair market value of the stock on the date of grant. Options generally become exercisable in three years, in equal installments beginning one year from the date of grant, and generally expire ten years from the date of grant. The fair value of the Company’s stock options is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used in the last three years:

Year Ended

December 31,
2022

December 25,
2021

December 26,
2020

Dividend yield

N/A

—%

Expected volatility

N/A

44.7%

Risk-free interest rate

N/A

0.9%

Expected life

N/A

9 years

____________________

N/A - not applicable; there were no stock options granted.

Table of Cont e n t s

Stock option activity for 2022, under all of the Company’s incentive plans, is summarized in the following table:


	Stock Options	Weighted-average Exercise Price per Share		Aggregate Intrinsic Value (in millions)
Outstanding at December 25, 2021	3,233,672	$	40.41	$	12.6

Expired/Forfeited	(691,359)	55.24

Outstanding at December 31, 2022	2,542,313	$	36.37	$	1.5


Vested and exercisable at December 31, 2022	1,542,313	$	58.27	$	—
Vested and expected to vest at December 31, 2022	2,542,313	$	36.37	$	1.5

The intrinsic value of options exercised during 2021 and 2020 totaled $0.0 million for each year. There were no options exercised in 2022. The average remaining contractual life on outstanding and exercisable options was 4.29 years and 2.41 years, respectively, at the end of 2022. The weighted-average estimated grant-date fair value of 2020 option grants was $1.10 per share. As of December 31, 2022, total unrecognized stock-based compensation expense related to stock option awards was $0.1 million, which is expected to be recognized in 2023.

Market and Performance Awards, Restricted Stock and Restricted Stock Units

The Company also grants restricted stock, restricted stock units, performance-vested awards, and market-vested awards to employees and directors, which typically have initial vesting periods ranging from one year to three years.

The incentive program for the performance-vested and market-vested awards are based upon a target number of share units, although the actual number of performance-vested and market-vested shares ultimately earned can vary from zero to 150 percent of target depending on the Company’s achievement under the performance criteria of the grants. The payouts, if earned, are settled in the Company’s common stock after the end of the three-year performance period. The Company’s performance-vested awards provide incentive opportunity based on ~~how it has operated historically between $10 million and $15 million in interest expense would have been reclassified into other line items~~the overall success of the ~~Consolidated Statement~~Company over a three-year performance period, as reflected through a measure of ~~Income~~diluted earnings per share, sales or cash flow achievements.

The Company’s market-vested awards provide incentive opportunity based on the relative total shareholder return (“TSR”) of the Company’s common stock against a group of companies composed of the S&P 400 Mid-cap Consumer Discretionary Index and the Company’s Compensation Peer Group (collectively, the “Comparative Group”) over a three-year performance period. The fair value per share of TSR grants in 2020 was $5.21. There were no grants during 2022 or 2021. The fair value was determined using a Monte-Carlo simulation, which estimated the fair value based on the Company’s share price activity between the beginning of the year and the grant date relative to the Comparative Group, expected term of the award, risk-free interest rate, expected dividends, and the expected volatility of the stock of the Company and that of the Comparative Group.

In 2022, as a result of ~~adoption~~the Company’s performance, the estimated number of shares expected to vest for performance and market share plans granted prior to 2022 decreased by 1,313,076 shares reducing share-based compensation for the year by $4.4 million.

Restricted stock, restricted stock units, performance-vested, and market-vested share award activity for 2022 under all of the Company's incentive plans is summarized in the following table:


	Non-vested Shares Outstanding	Weighted-average Grant Date Fair Value per Share
Outstanding at December 25, 2021	4,500,211	$	5.71
Time-vested shares granted	1,704,425	9.36

Performance-vested shares granted	694,904	13.16
Performance and market share adjustments	(1,421,457)	7.47
Vested	(505,707)	9.97
Forfeited	(911,541)	11.25
Outstanding at December 31, 2022	4,060,835	$	6.13

Table of Cont e n t s

The vesting date fair value of restricted stock, restricted stock units and performance-vested awards that vested in 2022, 2021, and 2020 was $8.8 million, $20.4 million, and $6.5 million, respectively. The weighted average grant date fair value per share of these types of awards granted in 2022, 2021, and 2020 was $10.46, $24.61, and $3.41, respectively.

Compensation expense associated with restricted stock units that are paid in cash is remeasured each reporting period based on the market value of shares outstanding and is included in Other liabilities on the Consolidated Balance Sheets. Shares outstanding under cash settled awards totaled 25,524, 20,957, and 24,320 shares as of the end of 2022, 2021, and 2020, respectively. These outstanding cash settled awards had a fair value of $0.1 million, $0.3 million, and $0.9 million as of the end of 2022, 2021, and 2020, respectively.

Compensation expense associated with all stock-based compensation was $6.0 million, $8.6 million, and $8.9 million in 2022, 2021, and 2020, respectively. The estimated tax benefit associated with this ~~amendment.~~compensation expense was $1.4 million, $0.9 million, and $1.0 million in 2022, 2021, and 2020, respectively. As of December 31, 2022, total unrecognized stock-based compensation expense related to all stock-based awards was $14.4 million, which is expected to be recognized over a weighted-average period of 2.5 years.

~~Reclassifications. Certain prior year amounts have been reclassified~~

As of December 31, 2022 and December 25, 2021, $4.6 million and $13.7 million, respectively, related to cash performance awards was included in Accrued liabilities in the Consolidated ~~Financial Statements~~Balance Sheets.

Under the Company’s stock incentive programs, in certain jurisdictions, employees are allowed to ~~conform~~use shares retained by the Company to ~~current year presentation.~~satisfy minimum statutorily required withholding taxes. Shares retained to fund withholding taxes and the value of shares retained to fund withholding taxes was as follows:


~~Note 2:~~	~~Re-engineering Costs~~


	Year Ended
(In millions of U.S. Dollars, except share amounts)	December 31, 2022		December 25, 2021		December 26, 2020
Shares retained to fund withholding taxes	105,655		105,669		59,636
Value of shares retained to fund withholding taxes	$	1.9	$	3.0	$	1.6

Share Repurchases

On June 21, 2021, the Company’s Board of Directors authorized stock repurchases of up to $250.0 million of the Company’s common stock. During the third quarter of 2021, the Company repurchased 1,016,563 shares of its outstanding common stock for a total acquisition cost of $25.0 million.

On February 28, 2022, the Company entered into an Accelerated Share Repurchase (“ASR”) agreement with Wells Fargo Bank, National Association (“Wells Fargo”), under which the Company paid $75.0 million and received an initial share delivery of 3,438,264 shares of the Company’s outstanding common stock, which were immediately retired. The initial number of shares received was calculated as 75% of the $75.0 million divided by the price of the Company’s common stock on February 25, 2022 of $16.36. On May 27, 2022, pursuant to the terms of the ASR agreement, Wells Fargo elected to accelerate the settlement date of the ASR and the Company ~~continually reviews its business models~~received the remaining settlement of 1,438,325 shares, which were immediately retired. The number of shares received was calculated by taking the initial $75.0 million divided by the price of the variable weighted-average price (“VWAP”) of the Company’s share price during the duration of the ASR of $15.38, less the number of shares received at the beginning of the ASR.

Note 3: Re-engineering and ~~operating methods for opportunities to increase efficiencies and/or align costs with business performance. Pretax costs incurred in the re-engineering~~Impairment Charges

Re-engineering and impairment charges ~~caption by category were as follows:~~

(In millions) 2017 2016 2015
Severance $ 48.1
$ 5.4
$ 5.0
Other 15.6
2.2
1.8
Total re-engineering charges $ 63.7
$ 7.6
$ 6.8

~~In 2017, these charges were primarily~~are mainly related to the Turnaround Plan. The key elements of the Turnaround Plan include: the Company’s right-sizing plans to improve profitability, accelerating the divestiture of non-core assets to strengthen the balance sheet, restructuring ~~actions taken in connection with~~ the ~~Company's plans, through 2018 or 2019,~~Company’s debt to ~~rationalize its supply chain~~enhance liquidity, and structurally fixing the Company’s core business to ~~adjust the cost base of several marketing units. The restructuring~~create a more sustainable business model.

Re-engineering and impairment charges also relate to the Company's decision to wind-down the Beauticontrol reporting unit due to a history of declining revenues, operating losses and the competitive environment in the direct selling channel and retail sector for beauty and personal care products in the United States, Canada and Puerto Rico. In connection with the closure of Beauticontrol, the Company also recorded $3.2 million in cost of sales for inventory obsolescence.

~~In 2016 and 2015, the re-engineering charges were~~are primarily related to severance costs, certain outside consulting services such as outplacement support, impairment of fixed assets associated with the closure of facilities, and other facility exit costs. The Company incurred ~~for headcount reductions~~$27.7 million, $9.2 million, and $31.4 million of expenses in ~~several~~2022, 2021 and 2020, respectively, related to severance costs. In the fourth quarter of 2022, the Company recognized re-engineering and impairment charges from a triggering event associated to the decision to close the Greece manufacturing facility in 2023, including severance costs of $7.2 million and $2.5 million related to impairment of property, plant, and equipment. Additionally, in the fourth quarter of 2022, the Company recognized a $2.5 million gain on the sale of a building in Australia associated to the wind down of the ~~Company’s operations in connection with changes in its management~~Diecraft operation.

Table of Cont e n t s

Total charges incurred to date related to the Turnaround Plan are approximately $107.1 million, including $83.2 million related to severance charges, $21.3 million related to other charges, primarily consulting costs such as legal support, and ~~organizational structures.~~

~~The total cost~~$2.5 million related to impairment of ~~the restructuring actions announced in July 2017, is estimated to be $100 million to $110 million from the second quarter of 2017 forward. This excludes the benefit of selling~~ fixed ~~assets that will become excess in light of the re-engineering actions.~~assets. The Company expects ~~about 90 percent~~to incur $80.0 million to $100.0 million of ~~second quarter 2017 forward re-engineering costs~~Turnaround Plan charges from 2023 to ~~require cash outflows, and for these to~~2026, which may be funded with cash flow from operations, net of investing activities, notwithstanding the timing during each fiscal year in which the Company generates the majority of its cash. Of the total costs, the Company estimates that about 80 percent relates to severance and benefits related to headcount reductions, while the balance is predominantly related to costs to exit leases and other contracts, as well as write-offs of excess assets for which there are not expected to be disposal proceeds.limited by liquidity constraints.

The re-engineering and impairment charges were:


	Year Ended
(In millions of U.S. Dollars)	December 31, 2022		December 25, 2021		December 26, 2020
Turnaround Plan	$	29.4	$	13.3	$	32.2
Other	—		1.5		3.1
Total re-engineering and impairment charges	$	29.4	$	14.8	$	35.3

Expenses by reporting segment ~~for the year ended December 30, 2017 were as follows:~~were:


				Year Ended
(In millions)	2017
(In millions of U.S. Dollars)			(In millions of U.S. Dollars)	December 31, 2022		December 25, 2021		December 26, 2020
Asia Pacific			Asia Pacific	$	0.6	$	2.9	$	3.9
Europe	$	47.9	Europe	9.8		6.8		15.5
Asia Pacific	4.8
North America	11.0		North America	2.0		2.0		2.8
Total re-engineering charges	$	63.7
South America			South America	0.2		—		3.0
Corporate			Corporate	16.8		3.1		10.1
Total re-engineering and impairment charges			Total re-engineering and impairment charges	$	29.4	$	14.8	$	35.3

150


~~Item 9.~~	~~Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.~~

Table of Cont e n t s

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.


Item 9A.	~~Controls and Procedures.~~

~~Evaluation of Disclosure~~ Controls and ~~Procedures~~Procedures.

The Company maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) that are designed to ensure that information required to be disclosed in the Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the ~~Securities and Exchange Commission's~~SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of error or fraud, if any, within the Company will be detected.

As of the end of the period covered by this report, management, under the supervision of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. ~~Based upon that~~As of December 31, 2022, based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were not effective as of December ~~30, 2017.~~31, 2022 due to material weaknesses in internal control over financial reporting described below.

Notwithstanding the identified material weaknesses, management, including the Company’s Chief Executive Officer and Chief Financial Officer have determined, based on the procedures performed, that the Consolidated Financial Statements included in this Annual Report on Form 10-K fairly represent in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, for the periods presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

Management's Report on Internal Control Over Financial Reporting

~~The Company's management~~

Management is ~~also~~ responsible for establishing and maintaining adequate internal control over financial reporting as defined in ~~Exchange Act Rule~~Rules 13a-15(f)~~. As of the end of the period covered by this report, management,~~ and 15d-15(f) under the ~~supervision~~Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the ~~Company's~~preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, including the Chief Executive Officer and Chief Financial Officer, ~~evaluated~~conducted an evaluation of the effectiveness of the ~~Company's~~Company’s internal control over financial reporting ~~based on~~as of December 31, 2022 using the ~~framework in Internal Control-Integrated Framework (2013) issued~~criteria set forth by the Committee of Sponsoring Organizations of the Treadway ~~Commission.~~ Commission (COSO) in “Internal Control—Integrated Framework” (2013). Management identified material weaknesses in internal control over financial reporting as of December 31, 2022.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The Company did not design and maintain an effective control environment commensurate with its financial reporting requirements. Specifically, it did not maintain a sufficient complement of personnel with an appropriate degree of internal controls and accounting knowledge, experience, and training commensurate with its accounting and financial reporting requirements. The Company did not design and maintain effective controls in response to the risks of material misstatement. Specifically, changes to existing controls or the implementation of new controls were not sufficient to respond to changes to the risks of material misstatement in financial reporting. These material weaknesses contributed to the following material weaknesses:

•The Company did not design and maintain effective controls related to the accounting for the completeness, occurrence, accuracy and presentation of income taxes, including the income tax provision and related income tax assets and liabilities.

•The Company did not design and maintain effective controls related to the accounting for the completeness, accuracy and presentation of right of use assets and lease liabilities.

•The Company did not design and maintain effective controls related to the monitoring of the designation of intercompany loans as being of long term in nature and the related impact to the accounting for foreign currency transaction gains and losses and translation adjustments.

•The Company did not design and maintain effective controls related to the accounting for the valuation of goodwill.

151

Table of Cont e n t s

•The Company did not design and maintain effective controls related to account reconciliations to support the completeness, accuracy and presentation of the Consolidated Financial Statements.

•The Company did not design and maintain effective controls related to the review of the Consolidated Statement of Cash Flows.

These material weaknesses resulted in the restatement of the Company’s annual Consolidated Financial Statements in 2021 and 2020 and each of its interim Condensed Consolidated Financial Statements in 2022 and 2021 as included in this Annual Report on Form 10-K. Additionally, the material weaknesses could result in misstatements to the Company’s accounts and disclosures that would result in a material misstatement of the annual or interim Consolidated Financial Statements that would not be prevented or detected. Based ~~upon that evaluation, the Chief Executive Officer and Chief Financial Officer~~on these material weaknesses, management concluded that as of December 31, 2022, the ~~Company's~~Company’s internal control over financial reporting was ~~effective as of the end of the period covered by this report.~~ not effective.

The effectiveness of the Company's internal control over financial reporting as of December ~~30, 2017~~31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered ~~certified~~ public accounting firm, which appears in Item 8. Financial Statements and Supplementary Data of this Report.

Remediation Plan

While the Company has not finalized its remediation plans, the remediation plan, when finalized, is expected to include a number of enhanced activities. The Company is currently evaluating the need for additional resources with the requisite knowledge of accounting and financial reporting while supplementing existing resources with temporary resources to assist with performing technical accounting activities. The Company will re-assess and enhance its risk assessment process across the organization to identify risks and design new controls or enhance existing controls responsive to such risks to ensure timely and accurate financial reporting.

As part of the remediation plan for income taxes, management expects to reassess and redesign internal controls related to income tax accounting and statutory financial reporting, including:

•revise and formalize numerous income tax accounting review processes,

•define and clearly communicate roles and responsibilities for income tax accounting to local and regional personnel,

•enhance governance related to the preparation and timeliness of the statutory filing process, and

•enhance the Company’s income tax controls to include specific activities to assess the accounting for significant complex transactions, including intercompany transactions, and related tax related judgements.

The Company is also developing a plan of remediation to strengthen the controls over accounting for leases. The remediation plan is expected to include the following actions:

•enhance rigor around identification and review of key lease terms, dates, and modifications,

•implement additional monitoring controls to ensure compliance with lease accounting guidance, and

•review and enhance, as ~~stated~~appropriate, organizational structure including training and supervision of individuals responsible for lease accounting.

The Company’s remediation plan for the designation of intercompany loans is expected to include the following actions:

•revise and formalize the assessment and documentation of intercompany loans for short-term versus long-term designation,

•implement additional monitoring controls to ensure proper classification, reporting and compliance with intercompany loans accounting guidance, and

•review and enhance, as appropriate, organizational structure including training and supervision of individuals responsible for intercompany loans accounting.

The Company’s remediation plan to strengthen the controls over account reconciliations is expected to include the following actions:

•implement additional or enhanced procedures to ensure account reconciliations are properly, consistently and timely prepared and reviewed,

•design and standardize templates for the major types of account reconciliations, and

•review and enhance organizational structure including training and supervision of individuals responsible for the preparation and review of account reconciliations.

The Company’s remediation plan to strengthen the controls over the Consolidated Statement of Cash Flows is expected to include the following actions:

152

Table of Cont e n t s

•review and enhance organizational structure including technical training and supervision of individuals responsible for the preparation and review of the Statement of Cash Flow, and

•enhance rigor around identification and evaluation of non-recurring items in the Statement of Cash Flow.

There is no goodwill remaining in the financial statements and therefore the Company does not expect to design specific controls to remediate this material weakness until such time that the Company would acquire a business with additional goodwill.

The Company is committed to maintaining a strong internal control environment and believes these remediation efforts will represent significant improvements in its ~~report which is included herein.~~controls over the control environment and risk assessment process. These steps will take time to be fully implemented and confirmed to be effective and sustainable. Additional controls may also be required over time. Until the remediation steps set forth above are fully implemented and tested, the material weaknesses described above will continue to exist.

Changes in Internal ~~Controls~~Control Over Financial Reporting

There have been no ~~significant~~ changes in the Company's internal control over financial reporting during the ~~Company's~~ fourth quarter ended December 31, 2022 that have materially affected or are reasonably likely to materially affect its internal control over financial reporting, as defined in ~~Rule~~Rules 13a-15(f) and 15d-15(f) promulgated under the ~~Securities~~ Exchange ~~Act of 1934, as amended.~~Act.

Item 9B.Other Information.

~~None.~~

On October 11, 2023, the Company sold its Hemingway, South Carolina manufacturing plant to Phoenix Hemingway Industrial Investors LLC, a subsidiary of Phoenix Investors LLC, for a purchase price of $15.0 million. In connection with the closing of the transaction, the Company also entered into a leaseback agreement for an initial term of up to 21 months, with a prepayment of rent in the amount of $3.0 million for the initial 12 months. The parties may renew the lease upon mutual agreement. The net proceeds to be received by the Company will be reduced by transaction commissions and expenses incurred in connection with the sale. The proceeds are expected to be applied to pay down the Term Loans under the Debt Restructuring Agreement.

On August 2, 2023, the Company’s Board of Directors approved 2023 Long Term Incentive (“LTI”) Cash Awards and 2023 Cash Retention Awards (collectively, the “2023 Awards”) to each of the Company’s executive officers (as well as to other key employees). The 2023 Awards are being issued pursuant to, and subject to, the terms and conditions of the Company’s 2019 Incentive Plan. The 2023 Awards are conditioned upon and only become effective at the end of the trading day following the filing of this Form 10-K.

a.The LTI Cash Awards are in an amount consistent with prior years’ annual 3-year LTI grants for each of the executive officers, but are payable upon vesting in cash and not equity, with 50% of such awards being subject to a three year vesting schedule during which one third of such award will vest each year, and become payable, on March 1, 2024, March 1, 2025 and March 1, 2026, with no performance hurdle, and 50% of such awards being subject to a three year cliff vesting schedule, payable in full in March 2026 assuming achievement. Mr. Fernandez’s LTI Award provides for enhanced vesting upon termination without cause as follows: (i) the time-based portion will vest pro rata based on the number of months completed in the respective vesting year (with the understanding that the grant will be treated as though it had been granted in March 2023, requiring proration to start being calculated at March 1, 2023); and (ii) the performance-based portion will vest pro rata based on the number of months completed in each respective vesting year, with achievement calculated and amounts paid only at the end of the three-year performance period upon certification of results by the Compensation Committee (expected in March 2026), with the understanding that the 2023 performance period will be counted as a full 1/3 of the overall value of the 3-year award, even though the actual performance period is truncated.

b.The 2023 Cash Retention Awards are being granted in the following amounts to the Company’s continuing executive officers: Miguel Fernandez $1.2 million, Hector Lezama $420,000, Mariela Matute $395,500, and Jim Van Ingen $300,000. These awards are payable 50% in December 2023 and 50% in July 2024 (assuming active employment on each such date), and are subject to clawback if the recipient voluntarily terminates their employment on or before July 1, 2024.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

153

Table of Cont e n t s

PART III

Item 10.Directors, Executive Officers and Corporate Governance.

~~Certain~~Board of Directors

The Company’s Board of Directors (the “Board”) currently consists of 13 directors.

The following is information ~~with regard~~concerning our directors, each of whom has a current term expiring at the 2023 annual meeting, except as otherwise noted below. Information regarding some of the experience, qualifications, attributes and/or skills that led to the ~~directors of~~conclusion that the ~~Registrant~~nominee should serve as ~~required by Item 401 of Regulation S-K~~a director is ~~set forth under the sub-caption “Board~~ included within each person’s biographical information.

Name

Age

Director Since

Biographical Information

Susan M Cameron

2011

Non-Executive Chair of the Board of the Company since November 2019, after previously serving as Presiding Director / Lead Director since May 2018. Ms. Cameron is a retired Chairman and Chief Executive Officer of Reynolds American Inc., a publicly-traded tobacco company, where she served as its Non-Executive Chairman from May 2017 to July 2017, its Executive Chairman from January 2017 to May 2017, and its President and Chief Executive Officer and member of the board of directors from 2014 to December 2016 and 2004 to 2011. Ms. Cameron has considerable experience as a chief executive officer of a public company and in the marketing function for international, name-brand consumer products companies, in addition to having served on boards of other public companies. Ms. Cameron holds an undergraduate degree in Business Administration from the University of Florida and an M.B.A. from Bellarmine University.

Other current public company director service:

Aramark (since 2019)

nVent Electric plc (since 2018)

Former public company director service:

Reynolds American Inc. (2004-2011 and 2013-2017)

R.R. Donnelley & Sons Company (2009-2016)

Paul Aronzon

2023

Former co-Managing Partner of Milbank, Tweed, Hadley & McCloy LLP’s Los Angeles office and co-Leader of the Global Financial Restructuring Group of Milbank, a global law firm, from 1989 to 2006 and from 2008-2019, respectively. Currently, Mr. Aronzon is a strategic financial consultant with extensive experience in successful exchange and tender offers, proxy contests, rights offerings, mergers & acquisitions, financing transactions, corporate reorganization/restructuring transactions and numerous successful dispute resolution matters. Mr. Aronzon founded PSA Consulting, LLC in 2019 where he provides financial and business advice and fiduciary services. He is also currently affiliated with Arete Capital Partners, where he provides similar services. Mr. Aronzon earned a bachelor’s degree from California State University at Northridge and a Juris Doctorate from Southwestern Law School.

Other current public company director service:

WeWork Inc. (since 2023)

Revlon, Inc. (since 2023)

Former public company director service:

Noble Corporation (2021-2022)

CEC Entertainment (April, 2020-December, 2020)

154

Table of ~~Directors” appearing under the caption “Election~~ Cont e n t s


Name	Age	Director Since	Biographical Information
Mark Burgess	64	2022	Current President and Chief Executive Officer of Mauser Packaging Solutions, a $4.5 billion private equity-owned global manufacturer of industrial packaging products, since August 2020. Formerly served as Chief Executive Officer of Diversey, Inc., a $2.6 billion global provider of hygiene technologies and services to food and beverage, healthcare, and institutional customers, from 2018 to 2020, and former Chief Executive Officer and Director of Signode Industrial Group (SIG), a manufacturer of industrial packaging consumables, tools and equipment from 2014 to 2018. Mr. Burgess has extensive experience in acting as a Chief Executive Officer and President of large private companies, as well as deep experience with operational and supply chain matters and experience serving on the board of another public company. Mr. Burgess holds a Bachelor of Arts degree in economics from Dickinson College and a Master of Business Administration from the Fuqua School of Business at Duke University. Former public company director service: Eastman Kodak Company (2013 to 2019)
Meg Crofton	69	2016	Retired President, Walt Disney Parks & Resorts Operations, U.S. & France of The Walt Disney Company, a diversified worldwide entertainment company, a position she held from 2011 to 2015. Ms. Crofton also served as President, Walt Disney World Resort, from 2006 to 2013, and previously in various positions of increasing responsibility for The Walt Disney Company since 1977. Ms. Crofton has extensive experience in diversified operations, staff and executive roles with a highly respected global brand, in addition to having served on boards of other public companies. Ms. Crofton holds an undergraduate degree in Marketing and an M.B.A. from Florida State University. Other current public company director service: Cracker Barrel Old Country Stores, Inc. (since 2017) HCA Healthcare, Inc. (since 2019)
Deborah G. Ellinger	64	2021	Former President or CEO of four private-equity backed companies, and currently a Senior Advisor to Boston Consulting Group since 2018. Ms. Ellinger’s past leadership roles include: President and CEO of Ideal Image, a chain of 130 medical spas providing non-surgical cosmetic procedures across the US and Canada, from 2016 until 2018; Chairman and Chief Executive Officer of The Princeton Review, a company which assists students globally in test preparation and tutoring, from 2012 to 2014; President of Restoration Hardware, a luxury home furnishings retailer, from 2008 to 2009; and Chief Executive Officer of Wellness Pet Food, a natural pet-food company, from 2004 to 2008. She has held other senior executive roles at CVS Pharmacy and Staples, and also served as a partner at The Boston Consulting Group. Ms. Ellinger brings extensive global board experience, with a focus on the intersection of consumer products and services, technology and digitization. Ms. Ellinger is qualified as a Barrister-at-Law in London, as a member of the Inner Temple. She holds an M.A. and B.A. in Law and Mathematics from the University of Cambridge, England. Former public company director service: iRobot (2011 - 2023) Covetrus, Inc. (2019 - 2022) Interpublic Group (2015-2017) National Life Group (2007-2014) Sealy, Inc. (2010-2013)
Miguel Fernandez	52	2020	President & Chief Executive Officer of the Company since April 2020. Mr. Fernandez previously served as Executive Vice President, Global President of Avon Products, Inc., a global manufacturer and marketer of beauty and related products, from 2017 to January 2020. Prior to joining Avon Products, Inc., Mr. Fernandez spent nearly 10 years at Herbalife Nutrition Ltd. (f/k/a Herbalife Ltd.), a publicly-traded global nutrition company, where he advanced through a series of senior operating positions with increasing responsibility, including Executive Vice President for the Americas and Worldwide Member Operations from 2013 to 2017 and Senior Vice President and Managing Director Mexico from 2009 to 2013. Mr. Fernandez has considerable direct selling, international and financial experience. Mr. Fernandez holds an undergraduate degree from Instituto Technologico Y de Estudios Superiores de Monterrey and an M.B.A. from University of Virginia.

155

Table of ~~Directors” in the Proxy Statement related to the 2018 Annual Meeting~~ Cont e n t s


Name	Age	Director Since	Biographical Information
James H. Fordyce	64	2021	Co-Chairman of the Board and Co-Chief Executive Officer of Stone Canyon Industries Holdings, Inc., a global industrial holding company that he co-founded in 2019, and its predecessor company in 2014. Prior thereto, Mr. Fordyce was a senior member of J.H. Whitney Capital Partners for 18 years. Previously, he held a variety of positions at Heller Financial and Chemical Bank. Mr. Fordyce is currently Chairman of the Board of Directors and Chair of the Compensation Committee of Mauser Packaging Solutions, Inc., a privately held company. In addition, he is a Director of The Unit Scholarship Fund honoring Special Operations soldiers. Mr. Fordyce brings transformation and financial expertise, as well as direct selling industry experience from his service on the board of Herbalife Nutrition Ltd. Mr. Fordyce holds a Bachelor degree from Lake Forest College and an M.B.A. from Fordham University. Former public company director service: AECOM Technology (2006 to 2019) Herbalife Nutrition Ltd. (2002 to 2004)
Richard P. Goudis	62	2020	Executive Vice Chair of the Company since March 2020. Former Chief Executive Officer of Herbalife Nutrition Ltd., a publicly-traded global nutrition company, a position he held from June 2017 to January 2019. Mr. Goudis also served as Chief Operating Officer of Herbalife Nutrition Ltd. from 2010 to 2017 and as Chief Financial Officer of Herbalife Nutrition Ltd. from 2004 to 2010. In addition to these roles, Mr. Goudis has considerable experience in executive financial and operational positions in the direct selling industry. Mr. Goudis holds a Bachelor of Business Administration in Accounting from University of Massachusetts and an M.B.A. from Nova Southeastern University. On October 6, 2023, Mr. Goudis notified the Company of his intention to resign as both a director and officer following the filing of this Form 10-K.
Pamela J. Harbour	64	2021	Former Senior Vice President & Legal Officer, Global Member Compliance & Privacy for Herbalife Nutrition Ltd, a publicly-traded global nutrition company from 2014 to 2021. Prior thereto, Ms. Harbour was a Partner at the law firms of Baker & Hostetler, LLP from December 2013 to September 2014, Fulbright & Jaworski LLP from May 2010 to December 2013, and Kaye Scholer, LLP from June 1999 to August 2003. Previously, she served as a Commissioner of the Federal Trade Commission from August 2003 to April 2010, and as Assistant Attorney General and Deputy Attorney General of the State of New York from September 1987 to May 1999. Ms. Harbour brings considerable experience in direct selling, compliance and government relations. She is also well recognized for her knowledge of evolving areas of competition and consumer protection law and privacy and data security issues. She was initially recommended as a director nominee by one of the Company’s directors, in consultation with Heidrick & Struggles International, Inc., and approved by the Nominating, Governance and Social Responsibility Committee. Ms. Harbour holds a Juris Doctorate from Indiana University School of Law and a Bachelor degree from Indiana University.
Timothy Minges	65	2021	Retired Executive Vice President & Chief Customer Officer, PepsiCo North America Beverages, and a member of PepsiCo’s Executive Committee, from 2013 to 2016. Mr. Minges has spent his entire career in the food industry, including 32 years at PepsiCo before retiring in 2016. Prior to 2013, he was President and CEO of PepsiCo’s operations in Greater China and President of PepsiCo Foods Asia Pacific. Prior to PepsiCo, Mr. Minges worked as a CPA at Alexander Grant. He is also currently engaged as an early stage investor in a variety of food and beverage startups in America. Mr. Minges brings over three decades of proven executive leadership, innovation, and consumer expertise with extensive experience in Asia. Mr. Minges holds a Bachelor of Science in Accounting from Miami University, Oxford, Ohio, and completed the PepsiCo Executive Development Program at Yale School of Management. Other current public company director service: Barry Callebaut AG (since 2013)

156

Table of ~~Shareholders to be held on May 9, 2018 and is incorporated herein by reference.~~Cont e n t s

Name

Age

Director Since

Biographical Information

Christopher D. O’Leary

2019

Former Interim Chief Executive Officer of the Company from November 2019 through April 2020. Mr. O’Leary currently serves as Senior Advisor, Twin Ridge Capital Management, a private investment firm, a position he has held since September 2018. Mr. O’Leary is the former Executive Vice President and Chief Operating Officer, International for General Mills, Inc., a publicly-traded food company, a position he held from 2006 to 2016 after serving in various positions of increasing responsibility since 1997. He previously spent 16 years at PepsiCo, Inc., a publicly-traded multinational food and beverage corporation, where he held numerous roles, culminating in Chief Executive Officer and President of Hostess, Frito-Lay, Inc. He has extensive executive experience with public companies with highly-respected global brands, and brings more than 38 years of consumer products industry experience, in addition to having served on boards of other public companies. Mr. O’Leary holds a Bachelor of Business Administration in Marketing from Pace University and an M.B.A. from New York University.

Other current public company director service:

Telephone and Data Systems, Inc. (since 2006)

Former public company director service:

Newell Rubbermaid, Inc. (now Newell Brands, Inc.) (2014 to 2016)

Richard T. Riley

2015

Retired Chairman and Chief Executive Officer of LoJack Corporation (“LoJack”), a publicly-traded provider of tracking and recovery systems. He served as Chairman of the board of LoJack from November 2006 to May 2012; Chief Executive Officer from November 2006 to February 2008 and again from May 2010 to November 2011; and President, Chief Operating Officer from February 2005 through November 2006 and again from May 2010 to November 2011. Mr. Riley also served as Chairman of the board of Cimpress, N.V. from August 2009 to November 2018. Mr. Riley has considerable international experience and extensive experience in leading companies as a chief executive officer and board member. Mr. Riley holds a Bachelor in Business Administration in Accounting from the University of Notre Dame.

Other current public company director service:

Dorman Products, Inc. (since 2010)

Former public company director service:

LoJack Corporation (2005 to 2012)

Cimpress, N.V. (2005 to 2018)

New England Business Service, Inc. (2001 to 2004)

M. Anne Szostak

2000

Founder of Szostak Partners, an executive coaching and human resources consulting firm formed in 2004. As President of Szostak Partners, she provides strategic advice and counsel to clients. Ms. Szostak is a retired executive officer with Fleet/Boston Financial Group (previously a Fortune 100 company, now Bank of America), a diversified financial services company, with 31 years of service, including as Chairman and Chief Executive Officer of Fleet Bank-Rhode Island from 2001 to 2003, Chairman, President and Chief Executive Officer of Fleet-Maine from 1991 to 1994, and Corporate Executive Vice President and Chief Human Resources Officer of FleetBoston Financial Group from 1998 to 2004. Ms. Szostak has extensive experience in executive leadership positions in a large public company and in executive compensation and human resources, in addition to having served on boards of other public companies. Ms. Szostak holds an undergraduate degree from Colby College, and she has completed several executive education programs at Harvard Business School.

Other current public company director service:

IDEXX Laboratories, Inc. (since 2012)

Former public company director service:

Belo Corp. (2004 - 2013)

Central Maine Power Co. (1993 - 1994)

ChoicePoint, Inc. (2005 to 2008)

Keurig Dr Pepper Inc. (formerly Dr Pepper Snapple Group, Inc.) (2008 to 2018)

New England Business Service, Inc. (1998 - 2004)

Providence Gas Company (1994 to 2000)

SFN Group, Inc. (2005 to 2011)

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Table of Cont e n t s

The information as to the executive officers of the ~~Registrant~~Company is included in ~~Part I,~~ Item 11. Business of this Report under the caption ~~“Executive Officers of the Registrant”~~“Information About Our Executive Officers” in reliance upon General Instruction G to Form ~~10-K and Instruction 3 to Item 401(b)~~10-K.

Code of ~~Regulation S-K.~~Ethics

The ~~section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” appearing~~Board has established corporate governance principles, a code of conduct for its officers, employees and directors, a code of ethics for financial executives and charters for each of its three standing primary committees: Audit Committee, Nominating Committee, and Compensation Committee. These documents may be found on the Company’s website (www.tupperwarebrands.com) by clicking on “Investors,” selecting the “Corporate Governance” tab and then selecting “Governance Documents.” The code of conduct and code of ethics apply to the Company’s principal executive officer, principal financial officer and principal accounting officer, among others. The Company will, to the extent required by law or regulation, disclose on its website waivers of, or amendments to, its code of conduct or code of ethics, if and when there are any.

The Board has affirmatively determined that each of the following non-employee members of the Board who served during 2022 and year to date in 2023 (and each entity with which such person is affiliated) has no material relationship with the Company, taking into consideration all relevant facts and circumstances, including without limitation, commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, and that each such member is independent, in accordance with New York Stock Exchange listing standards: Paul Aronzon, Mark Burgess, Susan M. Cameron, Meg Crofton, Deborah G. Ellinger, James H. Fordyce, Pamela J. Harbour, Timothy Minges, Christopher D. O’Leary, Richard T. Riley, and M. Anne Szostak.

Audit and Finance Committee

The Audit and Finance Committee (the “Audit Committee”), which held seven meetings in 2022, reviews the scope and results of the audit by the independent registered public accounting firm (“independent auditors”), evaluates, selects and replaces the independent auditors and has approval authority with respect to services provided by the independent auditors and fees therefor. The Audit Committee monitors the independent auditors’ relationship with and independence from the Company. In addition, it reviews the adequacy of internal control systems, internal audit function, accounting policies and the Company’s general compliance with laws and regulations, as well as reviewing and discussing with management and the independent auditors the Company’s financial statements and recommending to the Board inclusion of the audited annual financial statements in the ~~Registrant's Proxy Statement~~Company’s Annual Report on Form 10-K filed with the SEC. It also oversees, reviews and makes recommendations to the Board concerning the Company’s code of conduct, its financial structure and financing needs and activities, its cybersecurity risk program, and makes determinations regarding related party transactions, if any. The current members of the Audit Committee are Messrs. Riley (Chairperson), Aronzon, Burgess, Fordyce, Minges, and Mses. Harbour and Szostak. All such members are both independent and financially literate in accordance with New York Stock Exchange listing standards and SEC requirements, and the Board has determined that Messrs. Burgess, Riley, Fordyce and Minges and Ms. Szostak are audit committee financial experts, as defined by applicable rules, and four additional directors not currently serving on the Audit Committee (Messrs. Fernandez, Goudis and O’Leary and Ms. Ellinger) also each meet the requirements of an audit committee financial expert, as defined by applicable rules. None of the members of the Audit Committee serve on more than three audit committees (including the Company’s).

Item 11. Executive Compensation.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation philosophy and programs, the compensation decisions the Compensation and Human Capital Committee (for purposes of this Compensation Discussion and Analysis, the “Committee”) made under the program with respect to 2022, and the considerations in making those decisions. Specifically, this Compensation Discussion and Analysis focuses on the compensation of the Company’s Named Executive Officers (“NEOs”) listed below, whose compensation is set forth in the 2022 Summary Compensation Table and other compensation tables contained in this report.

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Table of Cont e n t s


Named Executive Officers

Miguel Fernandez						President and Chief Executive Officer
Mariela Matute(1)						Executive Vice President and Chief Financial Officer
Patricio Cuesta(2)						President, Commercial
Hector Lezama(3)						Chief Commercial Officer
Karen M. Sheehan(4)						Executive Vice President, Chief Legal Officer and Secretary
Cassandra (Sandra) E. Harris(5)						Former Chief Financial Officer and Chief Operating Officer

(1)Ms. Matute commenced employment with the Company, effective May 24, 2022.

(2)Mr. Cuesta served as President, Commercial through December 31, 2022 and then remained employed with the Company in a non-officer advisor role until his employment terminated on April 30, 2023.

(3)Mr. Lezama was promoted to Chief Commercial Officer, effective October 3, 2022.

(4)On August 7, 2023, Ms. Sheehan announced her intention to resign effective September 30, 2023.

(5)Ms. Harris’ employment with the Company terminated effective June 2, 2022.

Summary

2022 Say-On-Pay Results

In May 2022, for the ~~2018 Annual Meeting~~ninth year in a row, shareholders overwhelmingly approved the Company’s non-binding advisory vote on executive compensation, with approximately 98% of ~~Shareholders~~the votes cast in support of the proposal. Both the Committee and the Company’s senior leadership team appreciated the multi-year shareholder support of “say-on-pay” and viewed such support as an endorsement of the Company’s executive compensation program. Consequently, after considering the Company’s 2022 say-on-pay results and following a review of industry-wide trends in executive compensation practices, no changes were made to ~~be held on May 9, 2018 sets forth certain information as required by Item 405 of Regulation S-K and is incorporated herein by reference.~~the Company’s executive compensation program during 2022 in response to the 2022 “say-on-pay” vote.

2022-2023 Shareholder Outreach

The ~~section entitled “Corporate Governance” appearing~~Company, led by management, regularly attempts to engage with its larger shareholders via direct outreach. The Company typically targets holders, in the ~~Registrant's Proxy Statement for~~aggregate, of greater than 70% of the ~~2018 Annual Meeting~~Company’s common stock. The intent of ~~Shareholders~~these meetings is to ~~be held~~(i) discuss investor philosophies on ~~May 9, 2018 sets forth certain information~~the Company’s compensation program in order to consider their perspectives when designing the Company’s executive compensation program, (ii) review any recent changes made to the Company’s executive compensation program, (iii) answer questions or address concerns raised with respect to the ~~Registrant's code~~Company’s executive compensation program and any other aspect of ~~conduct~~the Company’s business or governance, and ~~ethics~~(iv) review ESG metrics and milestones achieved in the most recent reporting period.

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Table of Cont e n t s

Executive Compensation Design & Governance Best Practices

The Committee has implemented executive compensation design and governance practices consistent with leading and best market practices, as ~~required~~illustrated in the following table:


What we do						Design compensation program to align total pay with achievement of Company performance goals
						Emphasize equity-based compensation for all NEOs, thereby aligning NEOs’ interests with those of our shareholders
						Use a three-year performance period for performance-based long-term equity incentives
						Design incentives using multiple measures, designed to measure key elements of the Company’s performance and increase line-of-sight influence by operating management
						Maintain maximum payout caps under annual and long-term incentive programs
						Set competitive pay levels in consideration of peer group practices
						Evaluate appropriateness of peer group on an annual basis
						Design compensation program to mitigate excessive risk
						Require ‘double-trigger’ change-in-control for cash severance and equity acceleration
						Maintain director and executive officer stock ownership requirements
						Maintain an Anti-Hedging & Anti-Pledging Policy
						Maintain a Clawback Policy
						Review CEO succession planning process annually
						Use an independent consultant retained directly by the Committee

What we don’t do						Provide change-in-control excise tax gross-ups for any executives
						Grant stock options with an exercise price less than market value on grant date
						Reprice stock option awards
						Reload exercised stock option grants
						Maintain evergreen provisions in long-term incentive plans
						Pay accrued dividends or dividend equivalents unless and until the underlying equity awards vest
						Provide automatic, annual increases in executive salaries
						Offer employment contracts

Executive Compensation Philosophy

Attract, Retain and Motivate the Company’s Key Leadership

The Company’s executive compensation program focuses on attracting, retaining and motivating high-performing, successful leaders while incenting both short and long-term Company performance through a balanced mix of compensation vehicles. The elements comprising the total pay package are designed considering practices of competitors and benchmarking against the pay levels within the compensation peer group (as discussed below under the headings “Peer Group & Compensation Benchmarking” and “Pay Positioning for Executive Officers”). The Committee strives to provide incentive programs that align management compensation with long-term shareholder value creation, with consideration of risk created while implementing the Company’s business strategies.

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Table of Cont e n t s

In addition, the Company selectively grants stock-based awards for critical retention purposes, upon an employee’s initial hire or promotion to an executive officer role or to reward performance.

Role of the Committee in Compensation Decisions

The Committee is responsible for establishing, overseeing and determining all compensation arrangements for executive officers of the Company, including each of the NEOs and Section 16 officers. The Committee also works closely with its independent compensation consultant, Meridian Compensation Partners, LLC, to develop the market-based compensation arrangements for the Company’s officers. Pursuant to its charter, the Committee is authorized to directly retain, compensate and oversee the work of compensation consultants. In 2022, the Committee engaged Meridian Compensation Partners as its independent compensation consultant. Meridian provided a variety of executive compensation consulting services, including evaluation and review of compensation trends, regulations, management’s recommendations regarding compensation levels and plan design, incentive plan performance target practices, incentive program design related to material risk-taking, recommendations on proper governance processes with respect to executive compensation and the provision of accurate and timely data for decision-making by ~~Item 406~~the Committee.

In consultation with the Committee’s independent compensation consultant, the compensation of ~~Regulation S-K~~the CEO is determined by the Committee subject to approval by the independent directors of the full Board.

Recommendations for compensation of executive officers other than the CEO and the Company’s Executive Vice Chair are made to the Committee by the CEO, which includes a discussion lead by the CEO on individual executive performance and in consultation with the Committee’s independent compensation consultant. The Committee reviews incentive programs for all executive officers with consideration of the Company’s short-term and strategic objectives. Based on this review, the Committee approves base salary, annual incentive opportunities and equity awards for all executive officers.

All compensation decisions are influenced by both market-based factors, such as peer group compensation practices, and non-market-based factors, such as Company and individual performance, NEO leadership, scope of role, tenure and experience, and retention. The Committee reviews a total compensation summary that provides a complete picture of each executive’s current target relative to the market data.

Peer Group & Compensation Benchmarking

Generally, the Company benchmarks each executive officer’s compensation directly against the Company’s peer group, as one factor used to determine appropriate compensation levels and pay mix for the Company’s executive officers. Because of the differences in size among peer group companies, regression analysis is ~~incorporated herein~~used for estimating market compensation levels and then, in using the regressed data, the Company establishes a composite market pay level for each executive role.

The Company’s compensation peer group consists of public companies that were selected by ~~reference.~~the Committee, in consultation with its independent compensation consultant, based on similarities in operational focus, industry, complexity, revenue and to a lesser extent equity market capitalization. The Committee reviews compensation peer group companies annually for continued appropriateness.

~~There were no material~~

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Table of Cont e n t s

The 2022 compensation peer group includes companies that:

•market product lines in household durables and nondurables, personal products (including beauty) and consumer goods (including plastic products);

•operate using direct–to-consumer and network marketing distribution methods; or

•market globally branded products in the consumer packaging categories of food and beverage.

The 2022 compensation peer group was the same compensation peer group that was used to evaluate 2021 compensation decisions with the exception of the removal of Brown-Forman Corp., Coty, Inc. McCormick & Company, Inc. and Ralph Lauren Corporation, as well as the addition of GoPro Inc., Medifast, Inc., Newell Brands, Inc., USANA Health Sciences, Inc., Weber Inc., WW International, Inc. and YETI Holdings, Inc. The purpose of the changes to the ~~procedures by which security holders may recommend nominees~~peer group related to the ~~registrant's board~~Corporation’s strategy of ~~directors during 2017, as set forth~~moving into omni-channel sales and the related increased focus on recruiting efforts from companies with omni-channel sales, and aligning our executive compensation with the executive compensation of companies with comparable scope and size. In addition, Tiffany & Co. was removed due to its acquisition by ~~Item 407(c)(3) of Regulation S-K.~~LVMH Moët Hennessy – Louis Vuitton.

The ~~sections entitled “Corporate Governance”~~2022 compensation peer group consisted of the following companies, categorized by industry:

Consumer Products & Packaging

AptarGroup, Inc.

Helen of Troy Limited

Church & Dwight Co., Inc.

Newell Brands Inc.

The Clorox Co.

Revlon, Inc.

Columbia Sportswear Company

Weber Inc. (1)

Edgewell Personal Care Company

Williams-Sonoma, Inc.

Energizer Holdings, Inc.

WW International, Inc.

GoPro Inc.

YETI Holdings, Inc.

Direct-to-Consumer & Network

Marketing

Herbalife Nutrition Ltd.

Nu Skin Enterprises, Inc.

Medifast, Inc.

USANA Health Sciences, Inc.

Food and Beverage

The Hain Celestial Group, Inc.

(1) Weber, Inc. became a private company in December 2022, the Committee’s independent compensation consultant performed benchmarking analysis for the Committee when Weber, Inc was a publicly traded company.

Pay Positioning for Executive Officers

When making compensation decisions, the Committee considers market-based data described above on base salary, target annual incentive opportunity and ~~“Board Committees” appearing~~long-term equity incentive opportunity for each of the Company’s executive officer positions separately, as well as the individual performance of each executive officer. In general, the Committee compares the NEOs’ compensation to the 50th percentile of the market-based data. However, as noted above, the Committee does not set NEO compensation solely based on market data, but also considers a number of non-market-based factors. For all pay elements other than base salary, actual compensation is contingent upon either the successful completion of performance goals or the Company’s stock price, and can fluctuate above or below the 50th percentile of market. Gains from past incentives are not factored into the establishment of target compensation nor are other remuneration programs, such as for retirement.

Elements of Executive Officer Direct Compensation

In line with the Company’s philosophy to attract and retain talented individuals to further the interests of the Company and its shareholders, executive officers are compensated through various compensation elements that include a balance of short, mid and long-term focus. Target compensation for executive officers includes base salary, target annual incentive awards and long-term equity awards. The weighting of an executive officer’s total compensation on long-term equity increases the more senior they are in the ~~Registrant's Proxy Statement~~organization.

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Table of Cont e n t s

Base Salary

The Committee believes that annual base salary is important to attracting and retaining talented employees by providing a fixed level of income. In general, each of the Company’s executive officer roles are benchmarked to market as discussed above under “Peer Group & Compensation Benchmarking” and “Pay Positioning for Executive Officers.” When determining base salary levels, the Committee considers benchmark pay, the executive officer’s performance in the previous year, scope and complexity of role, internal equity amongst leaders of similar responsibility within the Company, experience and tenure related to their respective responsibilities, total direct compensation (base salary plus short and long-term incentive targets described below) and, in the case of new appointments, the compensation received by the NEO’s predecessor at the Company or from the NEO’s prior employer, as applicable.

In April 2022, the Committee reviewed the then-serving executive officer base salaries and, based on the factors described above, approved base salary increases for Messrs. Fernandez, Cuesta, and Lezama and Ms. Sheehan. In connection with Mr. Lezama’s promotion to Chief Commercial Officer in October 2022, the Committee further increased his base salary from $450,000 to $600,000. The increase was intended to bring Mr. Lezama’s base salary near median benchmark level for his new position. Ms. Matute’s base salary was determined by the Committee at the time of her hiring in May 2022 based on a review of market data and internal pay equity.

The following table sets forth the annualized 2022 and 2021 base salaries for each NEO and the percentage change in base salary, if applicable.


NEO	2021 Base Salary(1)		2022 Base Salary(1)			Percentage Change
Miguel Fernandez	$	925,000	$	960,000		3.8%
Mariela Matute(2)	N/A		$	500,000		N/A
Patricio Cuesta	$	500,000	$	515,000		3.0%
Hector Lezama	$	400,000	$	600,000	(3)	50.0%
Karen M. Sheehan	$	413,200	$	447,000		8.2%
Cassandra (Sandra) E. Harris	$	650,000	$	650,000		0.0%

(1)Base salaries are reported on an annualized basis.

(2)Ms. Matute joined the Company in May 2022.

(3)Mr. Lezama’s base salary was increased to $450,000 effective April 1, 2022 as of result of the Committee’s annual review of NEO compensation and increased again to $600,000, effective October 3, 2022, in connection with his promotion to Chief Commercial Officer.

Annual Incentive Program

Program Design

The Annual Incentive Program (the “AIP”) is a broad-based program emphasizing pay-for-performance by rewarding approximately 400 key-management participants, including each of the NEOs, for achievement of short- term (annual) financial goals. Under the AIP, each NEO is assigned a line-of-sight target opportunity, expressed as a percentage of base salary. Based on the level of achieved performance, payouts under the AIP may range from 0% of target, for achievement below threshold goals, up to a maximum of 200% of target opportunity for achievement of at least 110% of the target goals.

In March 2022, in light of the continuing COVID-19 pandemic and the volatile global economy, based on management’s recommendation the Committee adopted an AIP for 2022 comprised of two six-month performance periods, one for the ~~2018 Annual Meeting~~first two fiscal quarters of ~~Shareholders~~the year, and one for the last two fiscal quarters of the year. Each performance period is measured discretely with one combined payment made after the end of the fiscal year. Target amounts for each performance period were determined based on annualized base salary as of June 1 and December 1 for each respective performance period. The Committee reviewed a wide array of financial measures and decided to incentivize and reward for achievement in delivering Operating Income and net Company sales (“Net Sales”) goals. “Operating Income” represents the Company’s pre-tax profit, and excludes non-operating items. In addition, the Committee adopted inventory turnover because management felt this was a key metric to have operational focus on and to provide a reward mechanism for outstanding achievement. The table below outlines the performance measures and respective weights, as well as the payout threshold, target and maximum.

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Table of Cont e n t s


2022 AIP Committee Approved Measures and Weighting
Measures & Weighting
	Operating Income	50%
	Net Sales	25%
	Inventory Turnover	25%


Payout Opportunity
	Threshold	50%
	Target	100%
	Maximum	200%

2022 AIP Individual Targets

In setting each NEO’s target opportunity, the Committee considered each NEO’s role and responsibility and market benchmark data as described above under “Peer Group & Compensation Benchmarking” and “Pay Positioning for Executive Officers.” The following table sets forth the 2022 and 2021 AIP target opportunities, expressed as a percentage of year-end base salary, for each NEO.


NEO	2021 Year End AIP Target %	2021 Year AIP Target $	2022 Year End AIP Target %	2022 Year End AIP Target $
Miguel Fernandez	125%	$1,140,525	125%	$1,200,000
Mariela Matute(1)	N/A	N/A	70%	$212,877
Patricio Cuesta	60%	$300,000	60%	$309,000
Hector Lezama(2)	60%	$237,200	70%	$304,688
Karen M. Sheehan	60%	$247,920	60%	$268,200
Cassandra (Sandra) E. Harris	85%	$552,500	85%	$231,596

(1)The target opportunity for Ms. Matute was determined based on a review of market data and internal pay equity, with the actual AIP target pro-rated based on her 2022 start date.

(2)The Committee approved an increase in AIP target percentage for Mr. Lezama in connection with his October 2022 promotion to Chief Commercial Officer. Mr. Lezama was eligible for a target bonus equal to 60% of base salary in effect for the period from January 1, 2022 through October 3, 2022 (through the date of his promotion), and 70% of year-end base salary for the remainder of the 2022.

2022 AIP Goals & Results

The Committee established 2022 AIP goals in early March 2022. Consistent with its past practice, the Committee approved the full year performance measures in early March 2022. As noted above in “Program Design”, the Committee adopted two six-month performance periods for the 2022 AIP. The Committee believed the 2022 AIP targets were rigorous yet achievable and aligned with the Company’s operating plan and forecast for 2022. In setting the 2022 AIP targets, the Committee considered the Company’s budget as well as the external operating environment. By the second half of the 2021 calendar year, the benefits to our business from the pandemic lockdowns began to diminish as COVID-19-related lockdowns began to be eased, particularly in North America and Western Europe, as consumer mobility improved and there was a shift in spending patterns away from products that enhanced the home experience, and the corresponding COVID-19-related lockdowns and disruptions, particularly in China and Indonesia, offset any such benefits, resulting in an overall negative impact on our results. COVID-19-related lockdowns and disruptions, particularly in China and Indonesia, offset any such benefits, resulting in an overall negative impact on our results. In addition, the 2022 AIP targets were set in the context of higher inflation and interest rates as compared to the prior year.

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2022 AIP Performance vs. Plan

The following tables illustrate the 2022 threshold, target and maximum goals for each of the performance measures used for NEO AIP awards in 2022. The tables also include the first two fiscal quarters’ and last two fiscal quarters’ actual results and payout percentage. The payout amount is calculated using straight-line interpolation of the actual results.

Jan - Jun Performance Measure(1)

Weight

Target

Actual Results

Payout %

Operating Income

50%

$84 M

$45.8M

Net Sales

25%

$784 M

$693M

Inventory Turnover Days

25%

181 days

209 days

Jul - Dec Performance Measure(1)

Weight

Target

Actual Results

Payout %

Operating Income

50%

$60M

$43.2M

Net Sales

25%

$727M

$658M

Inventory Turnover Days

25%

179 days

208 days

(1)The Company measures its AIP achievement at the same currency exchange rates at which the goals are set. Minimum bonus achievement for NEO members is 95% of target while maximum achievement is 110% of the target’s KPI.

2022 AIP Payouts

The following table illustrates the 2022 AIP target opportunity for each of the Company’s NEOs. Because the Company failed to achieve the threshold performance goals under the 2022 AIP, no amounts were paid to the NEOs under the 2022 AIP.


	Base Eligible		Target Bonus			Actual Bonus
NEO	Base Salary		(% of Salary)	$		$		(% of Target)
Miguel Fernandez	$	960,000	125%	$	1,200,000	$	—	0%
Mariela Matute(1)	$	304,110	70.0%	$	212,877	$	—	0%
Patricio Cuesta	$	515,000	60.0%	$	309,000	$	—	0%
Hector Lezama(2)	$	487,500	62.5%	$	304,688	$	—	0%
Karen M. Sheehan	$	447,000	60.0%	$	268,200	$	—	0%
Cassandra (Sandra) E. Harris (1)	$	272,466	85.0%	$	231,596	$	—	0%

(1)Target bonus calculated using prorated salary and target AIP percentage. Under the terms of the Company’s Executive Severance Pay Plan, Ms. Harris was entitled to a prorated bonus with respect to 2022 in connection with her termination of employment.

(2)Target bonus for Mr. Lezama is equal to 60% of base salary in effect for the period from January 1, 2022 through October 3, 2022, and 70% of year-end base salary for the remainder of the 2022 fiscal year to reflect the adjustment to his target opportunity at the time he assumed the role of Chief Commercial Officer.

Long-Term Equity Incentive Programs

A primary objective of the Company’s compensation program is to align executive interests with long-term shareholder value creation. The Committee believes that emphasizing long-term compensation fosters this alignment. The Company provides such compensation opportunities to NEOs in the form of annual equity incentives through its 2019 Incentive Plan with the objective of supporting development and execution of long-term operational and strategic plans. The Company’s 2019 Incentive Plan is designed to promote the success and enhance the value of the Company by linking the personal interests of plan participants to those of the Company’s stockholders and by providing participants with an incentive for outstanding performance of the Company’s objectives and strategies while undertaking an appropriate level of risk. The Company’s 2019 Incentive Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of plan participants upon whose judgment, interest, and special efforts the successful conduct of its operations largely is dependent.

In addition, in certain circumstances, such as the critical retention of an NEO, a new executive hire or promotion of an employee to an executive officer role, the Committee may also grant special “off-cycle” awards of equity. In 2022, the Committee granted an

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off-cycle equity award to Ms. Matute in connection with her appointment of Chief Financial Officer as discussed below under “New Hire Compensation” and to Mr. Lezama in connection with his promotion to Chief Commercial Officer.

Stock-Based Incentive Programs

The Committee grants annual stock-based incentive awards to selected key members of management, including each of the NEOs, to further align their interests with those of the Company’s shareholders. The Committee considers equity compensation to be an effective way to incentivize shareholder value creation over the long-term.

The target value of the February 2022 annual equity awards was determined by the Committee for each of the then-serving NEOs based on benchmark data and competitive practices, described above under “Peer Group & Compensation Benchmarking” and “Pay Positioning for Executive Officers,” individual performance during the fiscal year and their tenure and experience within each officer’s respective roles. Each NEO’s annual stock award target value was then converted into awards of restricted stock units and performance share units awards, weighted 25% and 75%, respectively. The respective weighting of the equity awards remains unchanged from 2021. Ms. Harris forfeited her 2022 annual equity awards upon her termination of employment in accordance with the terms of the awards.

Restricted stock unit awards represent a right to receive shares of common stock at the end of a specified vesting period based on continued service, while performance share units awards represent a right to receive shares of common stock at the end of a specified performance period based on the achievement of pre-established performance goals and continued service. Both restricted stock units and performance share units have a three-year vesting period, with restricted stock units having three-year ratable vesting and PSPs having three-year cliff vesting. The Committee believes that the use of restricted stock units and performance share units awards are valuable tools to incentivize the achievement of key performance goals for the Company and to attract and retain critical talent.

Performance Share Program (PSP)

The Company’s executive officers and selected other management employees are eligible to participate in the Company’s PSP, a three-year stock-based performance program with annual overlapping award cycles. Performance share units awards represent performance share units, which result in the delivery of shares of Company common stock to participants on the achievement of key Company performance measures. Cumulative three-year goals are established, defining each performance measure’s achievement at a threshold, target and maximum performance level.

Awards are expressed as a number of shares to be delivered for target level performance, based on achievement of these metrics. The actual number of shares that vest is calculated using straight-line interpolation of results between threshold, target and maximum goals.

2022-2024 PSP Grants

All then-serving executive officers, including each of the then-serving NEOs, were granted awards in February 2022 under the 2022-2024 PSP. For the 2022-2024 PSP, performance will be measured from January 1, 2022 to December 31, 2024, based on achievement against performance goals relating to net sales growth and adjusted earnings per share (“EPS”), both weighted equally at 50%.

The Committee chose net sales growth and adjusted EPS to further align the interests of our executive officers with long-term shareholder value creation, support the development and execution of our long-term operational and strategic plans and align rewards with our long-term business performance and the retention of talent. The threshold, target and maximum goals under the 2022-2024 PSP were established by the Committee during the first quarter of 2022. The Committee believed the PSP performance goals were rigorous yet achievable.

2020-2022 PSP Grant Payout

Performance under the 2020-2022 PSP was measured from January 1, 2020 to December 31, 2022, by achievement against adjusted EPS and relative total shareholder return (rTSR) performance goals, with adjusted EPS weighted at 75% and rTSR weighted at 25%. The threshold, target and maximum goals under the 2020-2022 PSP for adjusted EPS were established by the Committee during the first quarter of 2020. In determining the adjusted EPS goals, the Committee assumed a number of diluted shares, which included assumptions for share repurchases during the performance period.

To the extent actual diluted shares during the performance period varied from the number of diluted shares used in setting the adjusted EPS goals, the 2020-2022 PSP design limits the impact of the share variation to +/- 10 percentage points on the achievement percentage under the program. rTSR was measured as achievement versus a group of companies comprised of the S&P 400 MidCap

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Consumer Discretionary company index plus the companies identified as the 2020 Compensation Peer Group in the Company’s 2020 proxy statement, using the companies in the group both at the beginning and at the end of the performance period. For Company performance at the 35th percentile, threshold shares (50% of target share units) would be earned, at the 50th percentile 100% of target share units would be earned, and at the 75th percentile or greater, maximum shares (150% of target share units) would be earned.

The following table illustrates the 2020-2022 PSP program’s adjusted EPS and rTSR threshold, target and maximum goals, and the actual Company results as certified by the Committee at its meeting in February 2023.

2020-2022 Performance Share Plan Actuals

Plan Measures

Threshold

Target

Max

Result

% of Shares Earned

% of Shares Vested(2)

3 Year Aggregate Adjusted EPS(1)

$7.41

$8.23

$9.05

8.4

Relative total Shareholder Return (in percentile)

35th

50th

75th

6th

(1)Adjusted EPS is calculated as the Company’s diluted earnings per share, excluding “items” as determined under the AIP each year, stated in U.S. dollars at the exchange rates at which the goals were originally set and using actual diluted shares of the fourth quarter of the year before the AIP begins. In the event that actual diluted shares during the Program’s term are significantly different than the number of shares used in establishing the goal, an adjustment to the achievement percentage will be considered.

(2)Overall achievement in the 2020-2022 PSP resulted in no shares earned for both the EPS and rTSR measures under the 2020-2022 PSP design. In recognition of her individual contributions to the Company, in early 2023, the Committee exercised discretion to cause Ms. Sheehan to vest in 43,476 shares from her 2020-2022 PSP program opportunity, a level equivalent to 114% of the 2020-2022 PSP target opportunity. Mr. Fernandez, the only other NEO participant in the 2020-2022 PSP Program, did not vest in any units or shares under the 2020-2022 PSP program.

New Hire Compensation

In connection with her appointment to the position of Chief Financial Officer, Ms. Matute, received a $155,000 cash sign-on bonus paid coincident with the date of the 2022 AIP bonus payment and subject to her continued employment through the payment date for the 2022 AIP bonuses. Ms. Matute’s cash sign-on bonus was subject to repayment if she voluntarily terminated her employment on or before May 24, 2023. Ms. Matute also received two equity awards in 2022, a new hire equity award of $600,000 in economic value and a pro-rata annual equity award of $433,000 in economic value, each consisting 75% of performance share units and 25% restricted share units and vesting based on the same performance-based and service-based vesting conditions applicable to the 2022 grants to the Company’s NEO. Based on the total economic value, Ms. Matute received 136,686 performance share units with three-year cliff vesting, and 45,504 restricted share units with three-year equal annual vesting. The Committee determined the size of Ms. Matute’s sign-on bonus and equity award to compensate her for forfeited compensation at her previous employer and after considering market data and the input of the Committee’s independent compensation consultant.

Other Elements of Total Compensation

The Company provides each continuing NEO with retirement benefits, health and welfare benefits, limited perquisites and expatriate and relocation benefits, which collectively form an integral part of an NEO’s market competitive total compensation package.

Retirement Benefits

Retirement benefits for continuing NEOs based in the United States currently consist of a qualified retirement savings (401(k)) plan and a defined contribution portion of the Company’s Supplemental Plan, which serves as a spill- over retirement savings plan for participants with compensation that exceeds the limitation under Section 401(a)(17) of the Code. Our prior Executive Deferred Compensation Plan was frozen with respect to future deferrals, effective January 1, 2021. The Supplemental Plan and the Executive Deferred Compensation Plan are discussed in greater detail in the “2022 Non-Qualified Deferred Compensation” section below.

Health and Welfare Plans

The Company offers group health and welfare benefits to the continuing NEOs, which are generally provided to a broad base of employees. Health and welfare benefits include group medical, dental, and disability and basic life insurance.

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Perquisites

The Company provides executive officers with a limited number of perquisites that the Committee believes are consistent with competitive market practice. For 2022, perquisites provided included a biennial executive physical; matching contributions on certain charitable gifts; and financial and tax planning.

Expatriate, Assignment & Relocation Benefits

During 2022, Ms. Matute received relocation assistance for her relocation to Florida. These benefits are consistent with the Company’s mobility policies. Benefits available in conjunction with various types of employee assignments can include goods and services allowances, housing, income taxes, relocation benefits, home leave, language training, immigration fees, and other items that may be considered on a case-by-case basis. These benefits are included in the “All Other Compensation” amount in the 2022 Summary Compensation Table.

Executive Severance Pay Plan

The Company maintains the Tupperware Brands Corporation Executive Severance Pay Plan (the “Executive Severance Plan”). The Executive Severance Plan is applicable to all officers, as defined under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Exchange Act rules, all executive vice presidents, and all senior vice presidents (the “Eligible Officers”). The Executive Severance Plan helps accomplish the Company’s compensation philosophy of attracting and retaining key employees. The Committee believes it is appropriate to provide executives with the rewards and protections afforded by the Executive Severance Plan. The Executive Severance Plan also reduces the need to negotiate individual severance arrangements with new hires or departing executives. Severance is paid under the Executive Severance Plan upon a termination without cause, subject to the Eligible Officer’s execution and non-revocation of a release of claims in favor of the Company and its affiliates. In connection with the eliminations of their positions, Ms. Harris and Mr. Cuesta each became eligible for severance benefits pursuant to the terms of the Company’s Executive Severance Pay Plan.

See “Potential Payments Upon Termination or Change in Control” below, for a quantification of and additional information regarding payments and benefits under the Severance Plan, including the payments received by Ms. Harris and the benefits to be paid to Mr. Cuesta in connection with their terminations of employment.

Change-in-Control Agreements

The Company has entered into change-in-control agreements with certain of its officers, including the NEOs, which serve to attract and retain executives by providing a competitively designed element of executive compensation. In the event of a change-in-control, these agreements provide benefits in lieu of the benefits offered under the Executive Severance Plan. Change-in-control agreements have been entered into due to the Committee’s desire to provide, in the event of a threatened change-in-control, adequate retention devices to assure that senior management remains focused on business operations through the conclusion of a change-in-control transaction. These change-in-control agreements do not provide for any tax gross-ups.

See “Change-in-Control Payments” for additional discussion on change-in-control agreements.

Other Compensation Practices

Stock Ownership and Holding Requirements

The Committee requires all NEOs to acquire and hold an amount of Company stock with a value equal to a specified multiple of the NEO’s annual salary. The required ownership multiple for the CEO is six times annual salary, and the multiple for the other NEOs is two or three times annual salary. If an NEO does not hold shares with a value at least equal to their required multiple of salary, at least 50% of the after-tax value of future received shares, net of the amount of any strike price, is required to be held until the requisite ownership level requirement is satisfied. The intention of the required 50% after-tax holding is to provide a process for officers to reach their holding requirement when newly hired, newly promoted, or when fluctuations in the stock price or salary cause the value of their holdings to go below the required level, not due to an action he or she has taken. Provided an officer is complying with such holding requirement, he or she will not be considered to be out of compliance even if not at their full ownership level.

Shares held for the purpose of measuring ownership include those that would be awarded under existing performance share programs if forecast performance is achieved, as well as shares associated with unvested restricted stock units. As of December 30, 2022, all continuing NEOs were in compliance with the Company’s stock ownership requirements.

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The following table illustrates the equity program shares used to measure stock ownership requirements:

Private Ownership

Unvested Restricted Stock Units

Performance Share Programs (at forecast)

Stock Options

Yes

Anti-Hedging and Pledging Policies

The Company’s stock trading policy prohibits executive officers from entering into hedging transactions that are intended to offset, in whole or in part, the economic risks associated with the ownership of Company stock. Types of hedging transactions prohibited under the Company’s stock trading policy, include, but are not limited to, selling short in Company securities and trading in exchange traded derivative instruments, such as puts, calls, spreads, straddles, etc. related to the Company’s securities. The Company’s stock trading policy also prohibits executive officers from holding Company securities in a margin account or pledging Company securities as collateral for a loan without seeking pre-clearance from the Chief Legal Officer.

Recapture of Awards and Payments

The Company has a “clawback” policy that permits the Company to recover previous cash payments, deferrals of cash payments, or deliveries of common stock of the Company that were made pursuant to any incentive compensation award, including any discretionary award, in the event it is determined that the Company’s previously reported financial results have been misstated due to the error, omission, fraud or other misconduct of an employee of the Company or any of its subsidiaries, including a misstatement that leads to a restatement of previously issued financial statements. In 2022, no triggering event or recovery occurred with respect to any of the NEOs. As previously disclosed, certain accounting errors were discovered that necessitated a restatement of the 2020 and 2021 financial statements. Under the terms of the Company’s clawback policy, the Committee is required to review all incentive payments during those years to determine if any potential overpayments were made and if recovery of any incentive compensation would be required. The Committee undertook a comprehensive incentive payment analysis and concluded that in 2021, seven officers were overpaid an aggregate amount of $12,447 under the Annual Incentive Plan. The Company is currently working to recover the overpayments. The Company intends to amend our clawback policy to comply with the listing standards recently adopted by the NYSE.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. O’Leary (Chairperson), Mses. Cameron, Crofton and Ellinger and Messrs. Fordyce and Minges were members of the Committee during 2022. Except for Mr. O’Leary’s service as Interim Chief Executive Officer from November 2019 through April 2020, none of the members of the Committee is or has been an executive officer of the Company, nor did any of them have any relationships requiring disclosure by the Company under Item 404 of SEC Regulation S-K. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, an executive officer of which served as a director of the Company or member of the Compensation Committee during 2022.

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2022 SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation of each of the Company’s Named Executive Officers (NEOs) for the years ended December 31, 2022, December 25, 2021 and December 26, 2020.


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($) (3)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)(4)	Total ($)
Miguel Fernandez	2022	975,553	—	3,600,035	—	—	—	157,085	4,732,673
President & CEO	2021	943,629	500,000	3,000,048	—	765,210	—	224,782	5,433,669
	2020	677,492	—	2,124,002	—	1,527,049	—	301,058	4,629,601

Mariela Matute	2022	306,921	—	1,033,418		—	—	153,899	1,494,238
CFO(5)

Cassandra (Sandra) E. Harris	2022	285,225	—	1,125,011	—	—	—	717,855	2,128,091
Former CFO & COO(5)	2021	672,764	—	1,125,050	—	370,683	—	208,993	2,377,490
	2020	576,476	—	1,280,013	—	970,082	—	169,521	2,996,092

Patricio Cuesta	2022	535,476	—	600,035	—	—	—	65,152	1,200,663
President, Commercial	2021	516,033	—	500,050	—	201,276	—	73,844	1,291,203
	2020	303,195	—	400,002	—	395,803	—	125,931	1,224,931

Karen M. Sheehan(5)	2022	448,071	—	550,008	—	—	—	52,964	1,051,043
EVP, CLO & Secretary	2021	421,831	—	500,050	—	166,335	—	80,659	1,168,875
	2020	424,071	—	830,013	—	480,000	—	53,208	1,787,292

Hector Lezama	2022	457,125	—	2,400,038	—	—	—	24,473	2,881,636
CCO(5)	2021	396,851	—	450,065	—	—	159,860	107,626	1,114,402

(1)Includes NEO contributions held in the Tupperware Brands Corporation Retirement Savings Plan (the “Retirement Savings Plan”) that were deferred pursuant to Section 401(k) of the Code and NEO contributions to the Company’s Flexible Benefits Plan.

(2)Amounts represent the aggregate grant date fair value of stock awards made during the fiscal year under the 2019 Incentive Plan computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). The awards included in this column for 2022 include: (a) annual restricted stock unit awards granted to each then-serving NEO in February 2022, (b) restricted stock unit award and performance share units award (which is reported based on target performance achievement, which was the probable achievement of the underlying performance conditions at the time of grant) granted to Ms. Matute in connection with the commencement of her employment in May 2022, (c) restricted stock units granted to Mr. Lezama in connection with a one-time grant made in November 2022, and (c) performance share units awards granted to each then-serving NEO in February 2022 with vesting subject to performance conditions, which are reported based on target performance achievement, which was the probable achievement of the underlying performance conditions at the time of grant. Assuming that the highest level of performance conditions were to be achieved, for fiscal year 2022, the grant date fair value for each participating NEO’s performance share units award would be as follows: Mr. Fernandez: $5,400,043; Ms. Matute: $1,550,019; Mr. Cuesta: $900,062; Mr. Lezama; $900,062, and Ms. Sheehan: $825,002 . The assumptions used in the valuations may be found in Note 2: Incentive Compensation Plans of the Company’s 2022 Annual Report on Form 10-K.

(3)Because the Company did not achieve the threshold performance goals under the 2022 AIP, there were no AIP payouts with respect to 2022.

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(4)For 2022, the “All Other Compensation” column includes amounts related to executive perquisites provided by the Company, which may include executive physical, financial and tax services, life insurance premiums and contributions provided by the Company pursuant to either the Retirement Savings Plan and/or the defined contribution portion of the Tupperware Brands Corporation Supplemental Plan (the “Supplemental Plan”). The following table details each of the applicable amounts included in the 2022 Summary Compensation Table under the heading “All Other Compensation”. Ms. Matute received benefits in connection with her relocation to Orlando, Florida in accordance with the Company’s mobility policy. Ms. Matute’s relocation benefits consisted of $10,000 for relocation allowance, $72,170 for home sale assistance (including a tax gross-up of $22,170), $68,567 for household goods, vehicle shipments, house hunting trip and temporary housing (including a tax gross-up of $16,696). These benefits were valued based on the aggregate incremental cost to the Company and represent the amounts paid directly to, or on behalf of, Ms. Matute. The relocation benefits paid to Ms. Matute are subject to 100% repayment if she separates from the Company within one-year and 50% repayment if she separates from the Company within two years. See ‘Potential Payments Upon Termination or Change in Control” below for further information regarding payments received by Ms. Harris in connection with her terminations of employment.

(5)Mr. Lezama was appointed to the position of Chief Commercial Officer on October 3, 2022. Ms. Matute was appointed to the position of Chief Financial Officer effective May 24, 2022. Ms. Harris’ employment with the Company was terminated effective June 2, 2022. Mr. Cuesta’s employment with the Company terminated on April 30, 2023. On August 7, 2023, Ms. Sheehan announced her intention to resign effective September 30, 2023.


Item	Miguel Fernandez		Cassandra (Sandra) E. Harris(6)		Patricio Cuesta		Karen M. Sheehan		Hector Lezama		Mariela Matute
Financial/Tax Services	5,500		5,500		1,580		1,000		—		—
Relocation Benefits	—		—		—		—		—		150,737
Retirement Savings Plan Company Contributions	24,542		25,530		22,630		24,963		24,473		3,162
DC Portion of the Supplemental Plan Company Contributions	127,043		30,662		36,683		27,001		—		—
Executive Physical	—		—		4,259		—		—		—
Health Savings Account	—		1,163		—		—		—		—
Severance Benefit	—		650,000		—		—		—		—
Consulting/Legal Fees	—		5,000		—		—		—		—
All Other Compensation	$	157,085	$	717,855	$	65,152	$	52,964	$	24,473	$	153,899

(6) Ms. Harris severance benefit was equal to 52 weeks of pay, which was made in accordance with the Tupperware Executive Severance Pay Plan. Ms. Harris was reimbursed for legal expenses incurred in the negotiation of her waiver and release agreement in connection with her termination from the Company.

2022 GRANTS OF PLAN-BASED AWARDS

The following table sets forth grants of non-equity performance-based awards and equity-based compensation awards made to the NEOs during 2022.


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)
Name and award program	Grant Date	Approval Date	Threshold	Target	Maximum	Threshold #	Target #	Maximum #	All Other Stock Awards: Number of Shares of Stock or Units(3)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(4)
Miguel Fernandez
Annual Incentive Program	n/a	n/a	600,000	1,200,000	2,400,000	—	—	—	—	—	—
Sales Growth-Based PSP Award	2/25/2022	2/2/2022	—	—	—	41,260	82,519	165,038	—	—	1,350,011

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			Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)
Name and award program	Grant Date	Approval Date	Threshold	Target	Maximum	Threshold #	Target #	Maximum #	All Other Stock Awards: Number of Shares of Stock or Units(3)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(4)
EPS-Based PSP Award	2/25/2022	2/2/2022	—	—	—	41,260	82,519	165,038	—	—	1,350,011
Restricted Stock Units	2/25/2022	2/2/2022	—	—	—	—	—	—	55,013		900,013


Cassandra (Sandra) E. Harris
Annual Incentive Program	n/a	n/a	115,798	231,596	463,192	—	—	—	—	—	—
Sales Growth-Based PSP Award	2/25/2022	2/2/2022	—	—	—	12,894	25,787	51,573	—	—	421,875
EPS-Based PSP Award	2/25/2022	2/2/2022	—	—	—	12,894	25,787	51,573	—	—	421,875
Restricted Stock Units	2/25/2022	2/2/2022	—	—	—	—	—	—	17,192	—	281,261


Patricio Cuesta
Annual Incentive Program	n/a		154,500	309,000	618,000	—	—	—	—	—	—
Sales Growth-Based PSP Award	2/25/2022	2/2/2022	—	—	—	6,877	13,754	27,508	—	—	225,015
EPS-Based PSP Award	2/25/2022	2/2/2022	—	—	—	6,877	13,754	27,508	—	—	225,015
Restricted Stock Units	2/25/2022	2/2/2022	—	—	—	—	—	—	9,169	—	150,005


Karen M. Sheehan
Annual Incentive Program	n/a	n/a	134,100	268,200	536,400	—	—	—	—	—	—
Sales Growth-Based PSP Award	2/25/2022	2/2/2022	—	—	—	6,304	12,607	25,214	—	—	206,251
EPS-Based PSP Award	2/25/2022	2/2/2022	—	—	—	6,304	12,607	25,214	—	—	206,251
Restricted Stock Units	2/25/2022	2/2/2022	—	—	—	—	—	—	8,405	—	137,506


Hector Lezama
Annual Incentive Program	n/a	n/a	152,344	304,688	609,376	—	—	—	—	—	—
Sales Growth-Based PSP Award	2/25/2022	2/2/2022	—	—	—	6,877	13,754	27,508	—	—	225,015
EPS-Based PSP Award	2/25/2022	2/2/2022	—	—	—	6,877	13,754	27,508	—	—	225,015
Restricted Stock Units	2/25/2022	2/2/2022	—	—	—	—	—	—	9,169	—	150,005
Restricted Stock Units	11/4/2022	n/a	—	—	—	—	—	—	447,762	—	1,800,003

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			Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)
Name and award program	Grant Date	Approval Date	Threshold	Target	Maximum	Threshold #	Target #	Maximum #	All Other Stock Awards: Number of Shares of Stock or Units(3)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(4)
Mariela Matute
Annual Incentive Program	n/a	n/a	106,439	212,877	425,754	—	—	—	—	—	—
Sales Growth-Based PSP Award	[5/24/2022]	[n/a]	—	—	—	34,172	68,343	136,686	—	—	387,705
EPS-Based PSP Award	[5/24/2022]	[n/a]	—	—	—	34,172	68,343	136,686	—	—	387,705
Restricted Stock Units	[5/24/2022]	[n/a]	—	—	—	—	—	—	45,504	—	258,008

(1)For the rows associated with the Annual Incentive Program, represents the range of possible future payouts under the 2022 AIP award opportunities. The AIP opportunity for Ms. Matute was pro-rated to reflect her 2022 start date with the Company. The AIP opportunity for Mr. Lezama was pro-rated to reflect the change in his AIP target opportunities during the year. Please see the “Annual Incentive Program” section of the Compensation Discussion and Analysis for further information regarding the 2022 AIP.

(2)Represents the number of performance share units awarded under the 2022-2024 PSP, which may vest subject to either net sales growth or earnings per share (EPS) goals over the 2022-2024 performance period, as described under the heading “Performance Share Program” above. Each NEO’s award was granted under 2019 Incentive Plan. Ms. Harris forfeited her performance share units award in connection with the termination of her employment on June 2, 2022.

(3)Represents restricted stock units awarded under the 2019 Incentive Plan. The restricted stock unit awards granted on February 25, 2022 and May 24, 2022 will vest in equal installments of the first, second and third anniversaries of the grant date. Mr. Lezama’s restricted stock unit award granted on November 4, 2022 is scheduled to vest 25% on the one-year anniversary of the grant date, 25% on the second-year anniversary of the grant date and 50% on the third-year anniversary of the grant date. Ms. Harris forfeited her restricted stock unit award in connection with the termination of her employment on June 2, 2022.

(4)Reflects the aggregate grant date fair value of the award determined pursuant to FASB ASC Topic 718 and, for awards subject to performance- based conditions, are calculated based on target performance achievement, which is the probable achievement level of the underlying performance conditions.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2022

The following table provides information regarding outstanding equity awards held by each of the NEOs other than Ms. Harris as of December 31, 2022, with stock awards valued based on the closing Company stock price on the last trading day of the fiscal year of $4.14 per share. As of December 31, 2022, Ms. Harris did not hold any outstanding equity awards with respect to the Company.


	Option Awards				Stock Awards(1)
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units of Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Miguel Fernandez	—	—	—	—	141,844	(1)	587,234	—		—
	—	—	—	—	200,000	(2)	828,000	—		—
	—	—	—	—	20,017	(3)	82,870	—		—
	—	—	—	—	—		—	9,008	(4)	37,293
	—	—	—	—	—		—	18,015	(4)	74,582

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	Option Awards				Stock Awards(1)
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units of Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
	—	—	—	—	—		—	18,015	(4)	74,582
	—	—	—	—	55,013	(5)	227,754	—		—
	—	—	—	—	—		—	41,260	(6)	170,816


Mariela Matute	—	—	—	—	—		—	41,260	(6)	170,816
	—	—	—	—	19,048	(7)	78,859	—		—
	—	—	—	—	26,456	(7)	109,528	—		—
	—	—	—	—	—		—	34,172	(6)	141,472
	—	—	—	—	—		—	34,172	(6)	141,472


Patricio Cuesta	—	—	—	—	138,409	(9)	573,013	—		—
	—	—	—	—	3,337	(3)	13,815	—		—
	—	—	—	—	—		—	1,502	(4)	6,218
	—	—	—	—	—		—	3,003	(4)	12,432
	—	—	—	—	—		—	3,003	(4)	12,432
	—	—	—	—	—		—	6,877	(6)	28,471
	—	—	—	—	—		—	6,877	(6)	28,471
	—	—	—	—	9,169	(5)	37,960	—		—


Karen M. Sheehan	2,377	—	66.56	11/30/2024	—		—	—		—
	4,911	—	55.55	11/12/2025	—		—	—		—
	12,653	—	58.90	11/17/2026	—		—	—		—
	21,470	—	58.21	11/1/2027	—		—	—		—
	21,332	—	37.16	10/31/2028	—		—	—		—
	—	—	—	—	11,300	(10)	46,782	—		—
	—	—	—	—	72,581	(8)	300,485	—		—
	—	—	—	—	3,337	(3)	13,815	—		—
	—	—	—	—	—		—	1,502	(4)	6,218
	—	—	—	—	—		—	3,003	(4)	12,432
	—	—	—	—	—		—	3,003	(4)	12,432
	—	—	—	—	8,405	(5)	34,797	—		—
	—	—	—	—	—		—	6,304	(6)	26,099


Hector Lezama	—	—	—	—	—		—	6,304	(6)	26,099
	—	—	—		86,506	(9)	358,135	—		—
	—	—	—	—	3,003	(3)	12,432	—		—
	—	—	—	—	—		—	1,352	(4)	5,597
	—	—	—	—	—		—	2,703	(4)	11,190
	—	—	—	—	—		—	2,703	(4)	11,190

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	Option Awards				Stock Awards(1)
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units of Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
	—	—	—	—	9,169	(5)	37,960	—		—
	—	—	—	—	—		—	6,877	(6)	28,471
	—	—	—	—	—		—	6,877	(6)	28,471
	—	—	—	—	447,762	(11)	1,853,735	—		—

(1)These restricted stock units vested or will vest in three equal annual installments beginning April 6, 2021.

(2)Performance share units will vest upon the later of April 6, 2023 and the thirtieth consecutive trading day, occurring on or prior to April 6, 2025, on which the closing price of Company common stock exceeds $4.00. The market price vesting trigger was achieved during 2020 and this award remains subject to the service-based vesting requirements.

(3)These restricted stock units vested or will vest in three equal annual installments beginning March 12, 2022.

(4)Performance share units pursuant to the 2021-2023 PSP; value illustrated at the threshold achievement vesting level under the program. If earned, units will vest after certification of performance results on March 31, 2024.

(5)These restricted stock units vested or will vest in three equal annual installments beginning February 25, 2023.

(6)Performance share units pursuant to the 2022-2024 PSP; value illustrated at the threshold achievement vesting level under the program. If earned, units will vest after certification of performance results on February 25, 2025.

(7)These restricted stock units vested or will vest in three equal annual installments beginning May 24, 2023.

(8)Performance share units vested on May ~~9, 2018~~19, 2023, conditioned upon the Company common stock achieving a market price above $3.00 per share for thirty consecutive trading days during the vesting period. These fully vested on May 19, 2023 but were subject to service-based vesting requirements as of December 31, 2022.

(9)These restricted stock units vested on April 29, 2023.

(10)These restricted stock units vested on February 18, 2023.

(11)These restricted stock units will vest in three annual installments beginning November 4, 2023.

OPTION EXERCISES AND STOCK VESTED IN 2022

The following table sets forth stock option exercises and stock awards that vested for the NEOs during the year ended December 31, 2022.


	Stock Awards
	Number of Shares Acquired on Vesting	Value Realized on Vesting
Name	(#)	($)
Miguel Fernandez	151,852	2,856,357
Cassandra (Sandra) E. Harris	34,754	641,180
Patricio Cuesta	1,668	29,274
Karen M. Sheehan	12,968	225,327
Hector Lezama	1,501	26,748

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PENSION BENEFITS

TheCompanydoesnotmaintainanyqualified or non-qualifieddefinedbenefitplans inwhichthe NEOs participate.

2022 NON-QUALIFIED DEFERRED COMPENSATION

Supplemental Plan (Defined Contribution Plan Portion)

The defined contribution portion of the Company’s Supplemental Plan serves as a spill-over plan for participants with compensation that results in deferrals that exceed the limitation under Section 401(a)(17) of the Code. The participant may not continue to defer his or her own earnings, but receives credit for all employer contributions. Employer contributions are based on eligible compensation paid to the employee and made after a participant exceeds the 401(k) compensation limit. Contribution amount is calculated at 9% of eligible pay over the compensation limit. The defined contribution portion of the Supplemental Plan also provides an age-graded allocation (2 to 12 percent of earnings in excess of $125,000; subject to age-graded maximums) to a closed group of employees who as of June 30, 2005 were in a position of Director level or above whose annual rate of base pay on June 30, 2005 exceeded $125,000, and who are actively employed as of each fiscal year end. The interest credited to participants’ accounts in 2022 equals the 3.1597% average 2022 rate of return on 30-year U.S. treasury bonds. Payout from this account may be by installments or in a lump sum, as elected in the enrollment materials completed by the participant. Termination of employment triggers payout.

2022 NON-QUALIFIED DEFERRED COMPENSATION TABLE

The following table sets forth the deferred compensation activity under the defined contribution portion of the Supplemental Plan, for the Company’s NEOs as of and for the fiscal year ended December 31, 2022.


		Executive Contributions in FY 2022	Registrant Contributions in FY 2022	Aggregate Earnings in FY 2022	Aggregate Withdrawals/Distributions in FY 2022	Aggregate Balance at December 31, 2022
Name	Plan Name	($)	($)(1)	($)(2)	($)	($)(3)
Miguel Fernandez	Tupperware Brands Supplemental Plan (DC portion)	—	127,043	8,847	—	341,318
Cassandra (Sandra) E. Harris	Tupperware Brands Supplemental Plan (DC portion)	—	30,662	5,605	—	190,149
Patricio Cuesta	Tupperware Brands Supplemental Plan (DC portion)	—	36,683	2,179	—	93,607
Karen M. Sheehan	Tupperware Brands Supplemental Plan (DC portion)	—	27,001	4,267	—	157,569
Hector Lezama	Tupperware Brands Supplemental Plan (DC portion)	—	—	—	—	—
Mariela Matute	Tupperware Brands Supplemental Plan (DC portion)	—	—	—	—	—

(1)All Registrant (Company) contributions are included in the 2022 Summary Compensation Table under “All Other Compensation”.

(2)In 2022, the interest rate earned under the Supplemental Plan Tupperware Brands Corporation’s Global Benefits Plan was 3.1597%.

(3)Amounts in this column include the following amounts that were previously reported in the Summary Compensation Table as compensation for 2021 and 2020: Mr. Fernandez – $202,831; Ms. Harris – $143,904; Mr. Cuesta – $2,980; and Ms. Sheehan – $66,028.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

Severance Payments

The Executive Severance Plan is applicable to all officers, as defined under Section 16 of the Exchange Act and the Exchange Act rules, all executive vice presidents, and all senior vice presidents (the “Eligible Officers”). The following are the key terms of the Executive Severance Plan:

•Eligibility: In order to be eligible to receive severance payments pursuant to the Executive Severance Plan, the Eligible Officer must have been terminated without cause. In general, termination without cause occurs if the Eligible Officer’s employment is terminated through no fault of the Eligible Officer due to permanent reduction in the Company’s work force, discontinuance of a business operation, job/position elimination, a sale of business or any part thereof, department closing, or other termination as determined by the Company.

•Level of Cash Severance: For the Chief Executive Officer, continued base salary payments for two years, and for all other Eligible Officers, continued base salary payment for one year, paid in the form of salary continuance (and not in a lump sum).

•Pro-Rated Bonus: Eligible to receive a pro-rated annual bonus for any completed or partial bonus plan year worked up to date of termination, based on the actual achievement of performance metrics, with the bonus to be paid at the normal payment date or dates.

•Waiver and Release: Amounts payable under the Executive Severance Plan are subject to the Eligible Officer’s execution and non-revocation of a release of claims in favor of the Company and its affiliates.

Ms. Harris is, and Mr. Cuesta is expected to be, eligible for severance benefits under the Executive Severance Plan due to their position elimination. Subject to their execution and non-revocation of a release of claims in favor of the Company, they each will receive or are receiving the following benefits: 52 weeks of pay; twelve months of executive outplacement services; and a pro-rated bonus for the year in which termination occurs based on actual performance. Accordingly, Ms. Harris will receive salary continuation of $650,000 and outplacement services with an expected value equal to $8,500. Because there were no 2022 AIP bonus, Ms. Harris did not receive a pro-rated bonus for the year of termination. Mr. Cuesta receives similar benefits following his separation from the Company in April 2023.

Change-in-Control Payments

Each continuing NEO is a party to a change-in-control agreement with the Company under which, in certain circumstances, payments, including health and welfare benefits, would be paid by the Company in the event of a change-in-control and a termination of the NEO’s employment within a two-year period after the change-in-control. A termination would only trigger payments if made by the Company other than for “cause” or “disability,” or by the executive upon “good cause,” which would involve a substantial diminution of job duties, a material reduction in compensation or benefits, a relocation, a failure of a successor company to assume the agreement or a breach of the agreement by the Company or a successor company. Under the terms of the change in control agreement, “cause” will generally occur in the event of the NEO’s willful and continued failure to perform substantially the NEO’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness) or the willful engaging by the NEO in illegal conduct or gross misconduct, which is materially and demonstrably injurious to the Company.

A change-in-control is generally defined to mean an acquisition by one investor of over 35 percent of the Company’s capital stock, the replacement of a majority of the Company’s incumbent directors, shareholder approval of a complete liquidation or dissolution of the Company, or the consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company.

The payments to an NEO under these change-in-control agreements would be made in a lump sum and would include a pro-rata amount of any outstanding AIP at target level, as well as an amount equal to a multiple of the sum of the NEO’s annual base salary plus target AIP for the year of termination.

The Company adopted a policy that, subsequent to January 1, 2009, any new change-in-control agreement, or a change-in-control agreement that is substantially amended, shall not include any tax gross-up provisions.

Under the terms of the Company’s shareholder-approved incentive plan, if there were a change-in-control and the executive’s employment were terminated, there would be the following payments or benefits in addition to those in the change-in-control agreements: (i) long-term performance-based equity incentive plans would be deemed earned and paid in a lump sum on a pro-rata basis at target level for the period of such plan to an including the date of the change-in-control (without any duplication for any payment under the change-in-control employment agreements described above); (ii) long-term special performance-based equity awards (with a market condition) would be immediately and fully vested, subject to satisfaction of applicable stock price hurdles prior to participant’s termination; (iii) all outstanding stock options would be immediately vested and exercisable; and (iv) restrictions upon

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all outstanding restricted stock or restricted stock unit awards would be eliminated and such shares would be distributed to the NEOs. The amounts of the benefits that the NEOs would receive as described above under the change-in-control employment agreements were established using competitive information about the market at the time the agreements were established.

Other Termination Provisions

The Company’s incentive plans also provide for payments to NEOs in the event of termination under certain circumstances not related to change-in-control, such as death, disability, retirement, and job elimination.

The following table quantifies the potential contractual and/or plan termination and change-in-control payment amounts assuming hypothetical triggering events had occurred as of December 31, 2022 for each NEO other than Ms. Harris. The price per share of the Company’s stock as of the fiscal year-end used in calculating the value of outstanding stock was $4.14. In connection with her termination of employment, Ms. Harris received payment under the Executive Severance Plan in the amount cited below.

2022 PAYMENTS UPON HYPOTHETICAL TERMINATION

AND TERMINATION FOLLOWING A CHANGE-IN-CONTROL


		Termination Upon Death	Termination Upon Disability	Termination Upon Retirement	Involuntary Termination Not for Cause	Termination for Cause or Voluntary Resignation (excluding Retirement)	Termination Upon Change in Control
Name	Item of Compensation	($)	($)	($)	($)	($)	($)(6)
Miguel Fernandez	AIP(1)	—	—	—	—	—	1,200,000
	Performance Share Program and Performance Share Units(2)	—	—	—	—	—	3,554,157
	Restricted Stock Unit Awards(3)	1,725,858	1,725,858	—	—	—	1,725,858
	Value of Benefits(4)	—	—	—	—	—	149,450
	Cash Severance(5)	—	—	—	1,920,000	—	5,400,000
	Total Payments	1,725,858	1,725,858	—	1,920,000	—	12,029,465


Mariela Matute	AIP(1)	—	—	—	—	—	350,000
	Performance Share Program and Performance Share Units(2)	—	—	—	—	—	188,627
	Restricted Stock Unit Awards(3)	188,387	188,387	—	—	—	188,387
	Value of Benefits(4)	—	—	—	—	—	55,328
	Cash Severance(5)	—	—	—	500,000	—	1,700,000
	Total Payments	188,387	188,387	—	500,000	—	2,482,342


Patricio Cuesta	AIP(1)	—	—	—	—	—	309,000
	Performance Share Program and Performance Share Units(2)	—	—	—	—	—	79,401
	Restricted Stock Unit Awards(3)	624,788	624,788	—	—	—	624,788
	Value of Benefits(4)	—	—	—	—	—	123,536
	Cash Severance(5)	—	—	—	515,000	—	1,648,000

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		Termination Upon Death	Termination Upon Disability	Termination Upon Retirement	Involuntary Termination Not for Cause	Termination for Cause or Voluntary Resignation (excluding Retirement)	Termination Upon Change in Control
Name	Item of Compensation	($)	($)	($)	($)	($)	($)(6)
	Total Payments	624,788	624,788	—	515,000	—	2,784,725


Karen M. Sheehan	AIP(1)	—	—	—	—	—	268,200
	Performance Share Program and Performance Share Units(2)	—	—	—	—	—	293,716
	Restricted Stock Unit Awards(3)	395,879	395,879	—	—	—	395,879
	Value of Benefits(4)	—	—	—	—	—	75,593
	Cash Severance(5)	—	—	—	447,000	—	1,430,400
	Total Payments	395,879	395,879	—	447,000	—	2,463,788


Hector Lezama	AIP(1)	—	—	—	—	—	420,000
	Performance Share Program and Performance Share Units(2)	—	—	—	—	—	75,621
	Restricted Stock Unit Awards(3)	2,262,262	2,262,262	—	—	—	2,262,262
	Value of Benefits(4)	—	—	—	—	—	120,116
	Cash Severance(5)	—	—	—	600,000	—	2,040,000
	Total Payments	2,262,262	2,262,262	—	600,000	—	4,917,999

(1)Current year AIP payment calculated at actual performance for each NEO’s relevant program goals for 2022 in the event of death, disability, and involuntary termination without cause, and target performance in the event of termination under change-in-control. If a participant ceases to be employed for any other reason, the participant forfeits all rights to an award under the AIP. Because there were no 2022 AIP bonuses, there are no amounts reported in this row for death, disability, or involuntary termination without cause.

(2)With the exception of termination upon change-in-control, amounts included are the pro-rata portion of awards under the 2020-2022, 2021-2023 and 2022-2024 Performance Share Programs and one-time performance share unit awards granted in 2020, calculated at (i) forecasted achievement for awards with performance conditions not yet achieved as of December 31, 2022 and (ii) actual achievement for awards with performance conditions achieved as of December 31, 2022, plus dividends declared during the performance period through the end of 2022. Upon a change-in-control, with or without termination, the pro-rata portion of the same awards are calculated at target achievement plus accrued dividends.

(3)Included in such amounts is the value of all restricted stock unit awards upon which restrictions would lapse upon a termination. In the event of death, all unvested restricted stock units would become immediately and fully vested. In the event of termination upon disability, restricted stock units continue vesting in accordance with the original vesting schedule. In the event of termination upon retirement, restricted stock units would vest pro-rata based on the number of full months worked during the restricted period, provided the NEO was at least age 55 with 10 or more years of service and had given due notice as determined by the Compensation Committee. In the event of an involuntary termination not for cause, restricted stock units would be forfeited. In the event of termination for cause, or voluntary resignation, restricted stock units would be forfeited. In the event of termination upon change-in-control, all unvested restricted stock units would become immediately and fully vested.

(4)For NEOs, other than the CEO, in the event of termination upon change-in-control, amounts include a one-time outplacement fee of $50,000, and the value of two years of healthcare insurance and life insurance premiums. For the CEO, in the event of termination upon change-in-control, amounts include a one-time outplacement fee of $50,000, and the value of thirty months of healthcare insurance and life insurance premiums.

(5)For a termination without cause scenario, represents the amount payable pursuant to the terms of the Executive Severance Plan. Under the Executive Severance Plan, the CEO is entitled to an amount equal to 2x base salary and all other continuing NEOs are

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entitled to an amount equal to 1x base salary. Under the NEOs’ change-in-control agreements, represents an amount equal to 2.5x the sum of the annual salary and the AIP payment that would have been payable for the last fiscal year at the target level for Mr. Fernandez and 2x the sum of the annual salary and the AIP payment that would have been payable for the last fiscal year at the target level for Mses. Matute and Sheehan and Messrs. Lezama and Cuesta. In the event of death after a change-in-control, payments are made consistent with the above except that payment is reduced by the basic life insurance benefit paid or payable and any salary paid after the one-year anniversary of the change-in-control. In the event an NEO’s employment is terminated by the Company for cause after a change-in-control, the NEO will receive none of the payments outlined above. In the event of a triggering termination of employment, each NEO would also receive payments disclosed under the table relating to non-qualified deferred compensation.

(6)The value of incentives payable as of December 31, 2022 under a change-in-control without termination of employment (and without a successor substituting awards with equivalent awards) for the NEOs under equity programs would have been $5,280,015, $377,013, $704,189, $689,595, and $2,337,523, for Mr. Fernandez, Ms. Matute, Mr. Cuesta, Ms. Sheehan and Mr. Lezama, respectively. Under the terms of the change-in-control agreements, if the payments and benefits to an NEO under his or her respective agreement or another plan, arrangement or agreement would subject the NEO to the excise tax imposed by Section 4999 of the Code, then such payments will be reduced by the minimum amount necessary to avoid such excise tax, if such reduction would result in the NEO receiving a higher net after-tax amount. The amounts reflected in this table do not reflect the application of any reduction in compensation or benefits pursuant to the terms of the change-in-control agreements.

2022 CEO TO MEDIAN EMPLOYEE PAY RATIO

The Company’s 2022 CEO to median employee pay ratio is estimated to be 164:1, down from 170:1 for 2021. The Company identified the 2022 median employee from our employee population by collecting annual base salary paid during the 12-month period ending November 18, 2022, which is a different date from the prior year due to administrative convenience and availability of data. Pursuant to SEC rules, we annualized the compensation of all newly hired employees during this period.

The following table reflects the CEO and median employee summary compensation table amounts used to calculate the ratio:

Summary Compensation Table

CEO

Median Employee

Total Compensation

$4,732,673

$28,840

Ratio

164 : 1

The Company believes this ratio is appropriate, as it reflects the Company’s global reach with lower cost of employment related to international manufacturing facilities. As a global organization, approximately 94% of the Company’s employees are outside the United States. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies (including companies in our Compensation Peer Group) may not be comparable to the pay ratio reported above.

2022 DIRECTOR COMPENSATION

The following table sets forth certain information regarding the ~~Audit, Finance and Corporate Responsibility Committee, including~~compensation earned by or awarded to each non-employee director who served on the ~~members~~Company’s Board in 2022. Mr. Fernandez was not separately compensated for his service as a director. Please see the “2022 Summary Compensation Table” for the compensation received by Mr. Fernandez in his capacity as an employee of the Company. Mr. Goudis, a director who is an executive officer but not an NEO, was also not separately compensated for his service as a director. Mr. Goudis notified the Company on October 6, 2023 of his intention to resign as both a director and officer following the filing of this Form 10-K.

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	Fees Earned or Paid in Cash(1)	Stock Awards(2)	Changes in Pension Value and Nonqualified Compensation Earnings	All Other Compensation (3)	Total
Name	($)	($)	($)	($)	($)
Mark Burgess(4)	37,871	112,509	—	—	150,380
Susan M. Cameron	240,500	150,003	—	—	390,503
Meg Crofton	118,000	150,003	—	—	268,003
Deborah G. Ellinger	107,500	150,003	—	3,500	261,003
James H. Fordyce	116,500	150,003	—	—	266,503
Pamela J. Harbour	100,000	150,003	—	—	250,003
Timothy Minges	100,000	150,003	—	—	250,003
Christopher D. O'Leary	145,500	150,003	—	—	295,503
Richard T. Riley	144,500	150,003	—	—	294,503
M. Anne Szostak	119,500	150,003	—	3,500	273,003

(1)The following directors elected to receive the following portions of their cash fees in the Company’s common stock: Ms. Cameron, $100,000; Mr. Fordyce, $100,000; Mr. Minges, $100,000; Mr. O’Leary, $100,000 and Mr. Riley, $50,000.

(2)Aggregate grant date fair value of equity awards made during the fiscal year computed in accordance with FASB ASC Topic 718. Mr. Burgess received pro-rated equity awards in connection with his appointment to the Board in November 2022. The value of awards per share is the closing market price of the Company’s common stock on the date of grant ($9.93 or, with respect to Mr. Burgess, $10.92).

(3)Consists of a match on charitable contributions made in 2022 as part of the Company’s matching gift program in the amount of $3,500 for Mses. Ellinger and Szostak.

(4)Mr. Burgess was appointed to the Board effective November 4, 2022.

The numberof outstanding shares ofrestrictedstockandrestricted stockunits foreach non-employeedirectoratthe2022 fiscalyear-endissetforthbelow.


Name	Restricted Stock	Restricted Stock Units
Mark Burgess	—	10,303
Susan M. Cameron	—	22,342
Meg Crofton	—	63,918
Deborah G. Ellinger	—	15,106
James H. Fordyce	—	21,260
Pamela J. Harbour	—	15,106
Timothy Minges	—	21,260
Christopher D. O'Leary	—	22,342
Richard T. Riley	—	15,106
M. Anne Szostak	1,500	15,106

Director Compensation Philosophy, Design and Stock Ownership

In May and August 2022, the Committee reviewed the Company’s non-employee director compensation program value and designed and approved a plan for the coming year. This review compared the Company’s plan against trends and best practices in the external marketplace. For the purpose of determining market compensation, the Committee used the same compensation peer group developed for executive compensation benchmarking noted above under the heading “Peer Group & Compensation Benchmarking.”

The Company’s director compensation is comprised of the following elements: non-employee directors of the Company each receive an annual retainer fee of $250,000. The retainer fee is awarded in restricted stock units with a grant date fair value of $150,000

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(increased in May 2022 from $130,000), on an annual basis, and 43.5% in cash ($100,000), paid in equal $25,000 increments on a quarterly basis. The cash payment may be paid instead in stock, at the director’s election. The restricted stock units vest on the date of the following annual shareholder meeting, unless vesting is deferred beyond that date in accordance with Section 409A of the Code. Because Mr. Burgess joined the Board after the annual meeting on November 8, 2022, he received an equity award with a grant date fair value equal to a pro-rata amount (in terms of scheduled in-person meetings) of the award that which would otherwise have been issued to the director for the entire year of service.

In addition to the annual retainer, the Audit Committee chairperson receives an additional cash retainer of $25,000 per year, the Compensation Committee chairperson receives an additional cash retainer fee of $20,000 per year, and the Nominating Committee chairperson receives an additional cash retainer fee of $15,000 per year. In addition, Ms. Cameron, as Non-Executive Chair, receives an additional retainer fee of $150,000 per year (increased in August 2022 from $110,000). In the absence of an independent Non-Executive Chair, the Company’s director compensation policies also provide for payment of an additional cash retainer of $25,000 per year to a designated lead or presiding independent director (in addition to any retainer he or she may also receive for being the chair of a committee). Meeting fees are not paid unless the total number of meetings exceeds 20 in any year (increased in August 2022 from 12 meetings), after which a fee of $1,500 for each meeting of the Board and for each meeting of any committee attended will be made (other than telephonic meetings of the Audit Committee to review the financial ~~experts,~~statements prior to the Company’s release of earnings and committee meetings attended by a director as a guest and not as a member, for which directors would not be paid incrementally).

Non-employee directors may also participate in the Company’s Matching Gift Program. Under the Program, the Company will match dollar for dollar up to $3,500 of a director’s charitable gifts to eligible organizations and institutions. Non-employee directors may also receive compensation in the form of Company merchandise.

The Company’s non-employee directors are required to own stock of the Company under the same program as the Company’s NEOs, described above under the heading “Stock Ownership Requirements and Anti-Hedging and Pledging Policies”, at a value of five times the value of the cash portion of their annual retainer. Stock ownership is subject to a holding requirement of at least 50% of the after-tax value of future received shares, net of the amount of any strike price, for any non-employee director not at their required ownership level, until such ownership level requirement is satisfied. The intention of the holding requirement is to provide a process for non-employee directors to reach their holding requirement when newly elected or when fluctuations in the stock price cause the value of their holdings to be below the required level. Provided a non-employee director is complying with such holding requirement, he or she will not be considered to be out of compliance if not at their full ownership level. Shares held for the purpose of measuring ownership include those that would be awarded under running performance share programs if forecast performance is achieved. As of December 31, 2022, all continuing directors were in compliance with the Company’s stock ownership requirements. In addition, non-employee directors may not hedge the economic risks involved in the ownership of Company stock through the use of derivative instruments. The Company’s stock trading policy prohibits non-employee directors and employees from trading in exchange-based derivatives such as puts, calls, spreads, straddles, etc. related to the Company’s securities, including any publicly-traded debt securities, and it prohibits short selling and pledging of Company stock.

COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT

The Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth ~~by Item 407(d)(4)~~in this Report. Based on this review and ~~(d)(5) of Regulation S-K and is incorporated herein by reference.~~

~~Item 11.Executive Compensation.~~

~~The information set forth under~~discussion, the ~~caption “Compensation of Directors and Executive Officers” of the Proxy Statement relating~~Committee recommended to the ~~2018 Annual Meeting of Shareholders to~~Board that the Compensation Discussion and Analysis be ~~held~~included in the Company’s annual report on ~~May 9, 2018,~~Form 10-K for the 2022 fiscal year-end.

Compensation and ~~the information in such Proxy Statement relating to executive officers' and directors' compensation is incorporated herein by reference.~~Human Capital Committee

The information set forth under the captions “Board Committees” and “Compensation and Management Development Committee Report” of the Proxy Statement relating to the 2018 Annual Meeting of Shareholders to be held on May 9, 2018 sets forth certain information as required by

Chris O’Leary, Chair

Susan M. Cameron

Meg Crofton

Deborah G. Ellinger

James H. Fordyce

Timothy Minges

Item ~~407(e)(4) and Item 407(e)(5) of Regulation S-K and is incorporated herein by reference.~~


~~Item 12.~~	12. Security ~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~

~~The information set forth under the captions “Security~~ Ownership of Certain Beneficial ~~Owners”, “Security Ownership~~Owners and Management and Related Stockholder Matters.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the number of ~~Management”~~shares of the Company’s common stock beneficially owned as of October 5, 2023 by each director and ~~“Equity Compensation Plan Information”~~nominee for election, by each of the executive officers named in the ~~Proxy Statement relating~~Summary Compensation Table and by all directors and executive officers of the Company as a group. Each of the following persons and members of the group had sole voting

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and investment power with respect to the ~~2018 Annual Meeting~~shares shown unless otherwise indicated. No director or executive officer owned more than 1 percent of ~~Shareholders~~the Company’s common stock. All directors and executive officers as a group owned 6.14 percent of the Company’s common stock.


Name	Sole Ownership	Shared Ownership or Held by or for Family Members	Shares that May Be Acquired Within 60 Days of October 5, 2023(1)	Restricted Stock(2)	Total Shares Beneficially Owned	Percent of Class
Mark Burgess	10,303	—	—	—	10,303	*
Susan M. Cameron	114,644	—	—	—	114,644	*
Meg Crofton	4,193	1,000	—	—	5,193	*
Patricio Cuesta(3)	—	—	—	—	—	*
Deborah G. Ellinger	21,260	—	—	—	21,260	*
Miguel Fernandez	549,055	—	—	—	549,055	1.19%
James H. Fordyce	75,409	9,100	—	—	84,509	*
Richard P. Goudis(4)	565,184	444,975	—	—	1,010,159	2.18%
Pamela J. Harbour	22,877	45,000	—	—	67,877	*
Cassandra E. Harris	—	—	—	—	—	*
Hector Lezama	169,514	37,210	111,941	—	318,665	*
Mariela Matute	72,808	—	—	—	72,808	*
Timothy Minges	43,209	—	—	—	43,209	*
Christopher D. O'Leary	135,258	10,000	—	—	145,258	*
Richard T. Riley	91,763	—	—	—	91,763	*
Karen M. Sheehan	139,989	—	—	—	139,989	*
M. Anne Szostak	87,358	—	—	1,500	88,858	*
Subtotal	2,102,824	547,285	111,941	1,500	2,763,550	5.97%
All directors and executive officers as a group (19) (including the individuals named above)	2,181,558	547,285	111,941	1,500	2,842,284	6.14%

* Less than one percent.

(1)Includes stock options and restricted stock units granted under the Company’s 2010, 2016 and 2019 Incentive Plans, Inducement Awards, and the Director Stock Plan. For the avoidance of doubt, this column does not include shares that may not be acquired within 60 days of September 15, 2023. Please refer to the table “Outstanding Equity Awards at Fiscal Year-End 2022” for the total number of shares or units of stock held by each Named Executive Officer that have not yet vested as of 2022 fiscal-year end.

(2)Holders of restricted stock have the ability to vote such shares but do not have any investment power (i.e., the power to dispose or direct the disposition) with respect to such shares.

(3)The employment of Mr. Cuesta, the Company’s former EVP & President, Commercial, terminated on May 1, 2023.

(4)On October 6, 2023, Mr. Goudis notified the Company of his intention to resign as both a director and officer following the filing of this Form 10-K.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information with respect to any person who is known to be ~~held~~the beneficial owner of more than five percent of the Company’s common stock, which is the Company’s only class of outstanding voting securities, as of October 5, 2023.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of class(4)
Allspring Global Investments Holding, LLC 525 Market St., 10th Fl San Francisco, CA 94105	4,603,776	(1)	9.95
Barclays PLC 1 Churchill Place London, England E14 5HP	3,621,632	(2)	5.78

The Vanguard Group Inc. 100 Vanguard Blvd. Malvern, PA 19355	2,482,684	(3)	5.37

(1)Based upon a Schedule 13G/A filed on ~~May~~January 12, 2023. As of December 31, 2022, Allspring Global Investments Holding, LLC beneficially owns 4,603,776 shares of the Company’s common stock, with sole dispositive power with respect to 3,278,716 of such shares and sole voting power with respect to 3,149,508 of such shares, through the following entities: Allspring Global Investments, LLC; Allspring Global Investments, LLC; and, Allspring Funds Management, LLC.

(2)Based upon a Schedule 13G filed on January 30, 2023. As of December 31, 2022, Barclays PLC beneficially owns 3,621,632 shares of the Company’s common stock, with sole dispositive power with respect to 3,621,632 of such shares and sole voting power with respect to 3,547,423 of such shares, through the following subsidiaries: Barclays Bank PLC; Barclays Capital Inc.; and, Barclays Capital Securities Ltd.

(3)Based upon a Schedule 13G/A filed on February 9, ~~2018, is incorporated herein~~2023. As of December 30, 2022, The Vanguard Group, Inc. beneficially owns 2,482,684 shares of the Company’s common stock. The Vanguard Group, Inc. has sole dispositive power with respect to 2,308,000 of such shares, shared dispositive power with respect to 174,684 of such shares and shared voting power with respect to 140,527 of such shares.

(4)Calculated based on 46,269,320 of the Company’s common stock outstanding as of the close of business on October 5, 2023.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2022 regarding the Company’s common stock that may be issued under equity compensation plans currently maintained by ~~reference.~~the Company:


	(a)		(b)		(c)
Plan Category	Number of securities to be issued upon the exercise of outstanding options and rights		Weighted-average exercise price of outstanding options and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))(5)
Equity compensation plans approved by security holders(1)	5,986,364	(2)	56.42	(3)	2,053,885
Equity compensation plans not approved by security holders(4)	3,894,675		2.40		521,002
	9,881,039		41.57		2,574,887

(1)The following plans have been approved by the Company’s shareholders and have outstanding awards or available shares: 2010 Incentive Plan, 2016 Incentive Plan, 2019 Incentive Plan and Director Stock Plan.

(2)Includes shares subject to restricted stock units and shares expected to be issued under the Performance Share Program based upon forecasted performance.

(3)Restricted stock, restricted stock units and performance share units have been excluded from the weighted-average exercise price.

(4)Reflects equity awards issued pursuant to the Company’s Inducement Plan, effective April 8, 2020, which was adopted by the Board without requiring shareholder approval pursuant to New York Stock Exchange Listing Rule 303A.08. It also includes Inducement awards issued prior to the creation of the Inducement Plan described above, on March 12, 2020 to the Company’s then-newly hired Executive Vice Chair, Mr. Goudis, and on April 6, 2020 to the Company’s then-newly hired Chief Executive

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Officer, Mr. Fernandez. These Inducement awards were also made without requiring shareholder approval pursuant to New York Stock Exchange Listing Rule 303A.08.

(5)All remaining shares could be used for any form of equity awards.

Item 13.Certain Relationships and Related Transactions, and Director Independence.

TRANSACTIONS WITH RELATED PERSONS

The ~~information set forth~~Board has adopted a written policy regarding the review, approval and ratification of transactions with related persons. Under this policy, any such transaction shall be subject to review, approval and (if applicable) ratification by (1) the CEO of the Company (unless he or she is the related person), and (2) the Audit Committee (or, if determined by the Audit Committee, by all of the independent directors of the Company). Transactions that are covered by this policy include all transactions that would be the subject of disclosure under applicable securities laws and regulations. The standard of review to be employed in such determinations is to take into consideration factors relevant to the ~~captions “Transactions with Related Persons” and “Corporate Governance” appearing~~transaction, such as the size of the transaction, the amount payable to, or by, the related person, the nature of the interest of the related person in the ~~Registrant's Proxy Statement for~~transaction, whether the ~~2018 Annual Meeting~~transaction may involve a conflict of ~~Shareholders~~interest, and whether the transaction involves goods or services available to the Company from unaffiliated third parties with comparable terms and conditions. The Company did not have any related party transactions required to be ~~held on May 9, 2018 is incorporated herein by reference.~~disclosed in this Report.

Item 14.Principal Accounting Fees and Services.

~~The information set forth under the captions “Audit~~ FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Fees~~” “Audit-Related Fees,” “Tax Fees,” “All Other Fees,” and “Approval~~ (inclusive of ~~Services” in the Proxy Statement~~out-of-pocket expenses) related to the ~~2018 Annual Meeting~~2022 and 2021 fiscal years payable to our independent registered public accounting firm, PwC, are as follows:


	2022	2021
Type of Fee	($)	($)
Audit Fees	9,407,576	5,908,468
Audit-Related Fees(1)	175,511	81,000
Tax Fees(2)	648,140	1,386,154
All Other Fees(3)	110,654	79,700
Total	10,341,881	7,455,322

(1)Audit-related fees primarily include services for assistance with statutory financial statement reporting.

(2)Tax fees include services for tax compliance services, including the preparation of ~~Shareholders~~tax returns, claims for refunds and tax-payment planning services and transfer pricing documentation; and tax planning and tax advice, including assistance with tax audits and appeals, employee benefit plans, requests for rulings or technical advice from taxing authorities, bilateral advance pricing agreements, customs duty advice and competent authority proceedings.

(3)All other fees were for software license renewal, compliance certificates, and packaging verification.

Approval of Services

The Audit Committee approves the audit and non-audit services, and the fees related thereto, to be ~~held on May 9, 2018 is incorporated herein~~provided by ~~reference.~~

PwC in advance of the service. During fiscal year 2022 the Audit Committee pre-approved all of the foregoing services of PwC rendered to the Company.

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PART IV


~~Item 15.~~	~~Exhibits, Financial Statement Schedules.~~

Item 15. Exhibits, Financial Statement Schedules.

(a) (1) List of Financial Statements

The following ~~Consolidated Financial Statements of Tupperware Brands Corporation and Report of Independent Registered Public Accounting Firm~~documents are included in this Report under ~~part II,~~ Item 8:8. Financial Statements and Supplementary Data:

•Consolidated Statements of (Loss) Income

•Consolidated Statements of Comprehensive (Loss) Income ~~Shareholders' Equity and Cash Flows - Years ended December 30, 2017, December 31, 2016 and December 26, 2015;~~

•Consolidated Balance Sheets ~~- December 30, 2017 and December 31, 2016;~~

•Consolidated Statements of Shareholders' Deficit

•Consolidated Statements of Cash Flows

•Notes to the Consolidated Financial ~~Statements; and~~Statements

•Report of Independent Registered Certified Public Accounting ~~Firm.~~Firm (PCAOB ID 238)

(a) (2) ~~List of Financial Statement Schedules~~

~~The following Consolidated Financial Statement Schedule (numbered in accordance with Regulation S-X) of Tupperware Brands Corporation is included in this Report:~~

~~Schedule II-Valuation and Qualifying Accounts for each of the three years ended December 30, 2017.~~

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (SEC or the Commission) are not required under the related instructions, are inapplicable or the information called for therein is included elsewhere in the financial statements or related notes contained or incorporated by reference herein.

~~(a) (3)~~ List of Exhibits: (numbered in accordance with Item 601 of Regulation S-K)



Exhibit Number		Description
*3.1		Restated Certificate of Incorporation of the ~~Registrant~~Company (Attached as Exhibit 3.1 to Form 10-Q, filed with the Commission on August 5, 2008 and incorporated herein by reference).
*
3.2		Amended and Restated By-laws of the Registrant as amended ~~August 28, 2008~~May 4, 2021 (Attached as Exhibit 3.2 to Form ~~8-K,~~10-Q, filed with the Commission on ~~August 28, 2008~~May 5, 2021 and incorporated herein by reference).
*4
4.1		~~Indenture dated June 2, 2011~~Description of the Company 's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Attached as Exhibit 4.1 ~~to Form 8-K, filed with the Commission on June 7, 2011 and incorporated herein by reference).~~
*10.1	~~2006 Incentive Plan as amended through January 26, 2009 (Attached as Exhibit 10.12~~ to Form 10-K filed with the Commission on February ~~25, 2009~~23, 2022 , and ~~incorporated~~incorporate d herein by reference).
*10.2
4.2		~~Directors'~~Form of Warrant (Attached as Exhibit 4.1 to Form 8-K filed August 3, 2023)

10.1+		Directors ’ Stock Plan as amended through January 26, 2009 (Attached as Exhibit 10.2 to Form 10-K, filed with the Commission on February 25, 2009 and incorporated herein by reference).
*10.3
10.2+		2010 Incentive Plan (Attached as Exhibit 4.3 to Form S-8, filed with the Commission on November 3, 2010 and incorporated herein by reference).
*10.4
10.3+		2016 Incentive Plan (Attached as Exhibit 10.1 to Form 8-K, filed with the Commission on May 26, 2016 and incorporated herein by reference).
*10.5
10.3.1+		Amendment No. 1 to 2016 Incentive Plan (Attached as Exhibit 10.1 to Form 10-Q, filed with the Commission on August 01, 2017 and incorporated herein by reference).
*10.6
10.4+		~~Forms of stock option, restricted stock and restricted stock unit agreements utilized~~Tupperware Brands Corporation 2019 Incentive Plan (Attached as Exhibit 10.1 to Form 8-K filed with the ~~Registrant's officers~~Commission on May 23, 2019 and ~~directors~~incorporated herein by reference).

10.4.1+		Form of Restricted Stock Unit Agreement under ~~certain stock-based incentive plans~~Tupperware Brands Corporation 2019 Incentive Plan (A ttached as Exhibit 10.4.1 to Form 10-K filed with the Commission on February 23, 2022, and incorporated herein by refe rence).

10.4.2+		Form of Performance Share Program Unit Agreement under Tupperware Brands Corporation 2019 Incentive Plan (Attached as ex hibit 10.4.2 to Form 10-K filed with the Commission on February 23, 2022, and incorporated herein by reference).

10.5+		Form of Change in Control Employment Agreement (Tier 1) (Attached as Exhibit 10.3 to Form 8-K filed with the Commission on March 13, 2020 and incorporated herein by reference).

10.6+		Form of Change in Control Employment Agreement (Tier 2) (Attached as Exhibit 10.6 to Form 10-K filed with the Commission on February ~~25, 2009~~23, 2022, and incorporated herein by reference).
*10.7	~~2010 Incentive Plan Restricted Stock Agreement (Attached as Exhibit 4.4 to Form S-8, filed with the Commission on November 3, 2010 and incorporated herein by reference).~~
*10.8	~~2016 Incentive Plan Restricted Stock Unit Agreement (Attached as Exhibit 10.8 to Form 10-K, filed with the Commission on February 28, 2017 and incorporated herein by reference).~~
*10.9	~~2016 Incentive Plan Non-Qualified Stock Option Grant Agreement (Attached as Exhibit 10.9 to Form 10-K, filed with the Commission on February 28, 2017 and incorporated herein by reference).~~
*10.10	~~Form of Change of Control Employment Agreement (Attached as Exhibit 10.3 for Form 10-K, filed with the Commission on February 25, 2009 and incorporated herein by reference).~~
*10.11	~~Form of Change of Control Employment Agreement, amended May 24, 2017 - filed with this document.~~
*10.12	Chief Executive Officer Severance Agreement between the Registrant and E.V. Goings amended and restated effective February 17, 2010 (Attached as Exhibit 10.8 to Form 10-K, filed with the Commission on February 23, 2010 and incorporated herein by reference).



~~Exhibit~~ ~~Number~~		~~Description~~
*10.1310.7+	Supplemental Executive Retirement Plan, amended and restated effective February 2, 2010 (Attached as Exhibit 10.9 to Form 10-K, filed with the Commission on February 23, 2010 and incorporated herein by reference).
*10.14

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Table of Cont e n t s


Exhibit Number			Description
10.8+			Amendment to Supplemental Executive Retirement Plan, dated February 21, 2018 (Attached as Exhibit 10.1 to Form 8-K, filed with the Commission on February 21, 2018 and incorporated herein by reference).
*10.15
10.9+			Supplemental Plan, amended and restated effective January 1, 2009 (Attached as Exhibit 10.11 to Form 10-K, filed with the Commission on February 25, 2009 and incorporated herein by reference).
*10.16
10.10+			Tupperware Brands Corporation Amended and Restated Executive Severance Pay Plan, effective August 8, 2022 (Attached as Exhibit 10.2 to Form 10-Q , filed with the Commission on November 2, 2022 and incorporated herein by reference).

10.11+			Tupperware Brands Corporation 2020 Inducement Plan (Attached as Exhibit 4.3 to Form S-8 (registration no. 333-237896) filed on April 29, 2020 and incorporated herein by reference).

10.12+			Offer Letter dated as of March 11, 2020 by and between Miguel Angel Fernandez Calero and Tupperware Brands Corporation (Attached as Exhibit 10.1 to a Form S-8 (registration no. 333-237130) filed on March 12, 2020, and incorporated herein by reference).

10.13+			Offer Letter dated as of March 11, 2020 by and between Richard Goudis and Tupperware Brands Corporation (Attached as Exhibit 10.2 to a Form S-8 (registration no. 333-237130) filed on March 12, 2020, and incorporated herein by reference).

10.14			Securities and Asset Purchase Agreement between the ~~Registrant~~Company and Sara Lee Corporation (now known as Hillshire Brands Co.) dated as of August 10, 2005 (Attached as Exhibit 10.01 to Form 8-K/A, filed with the Commission on August 15, 2005 and incorporated herein by reference).
*10.17
10.15			Credit Agreement dated as ~~amended through June 9, 2015~~of November 23, 2021, by and among Tupperware Brands Corporation, as parent borrower, Tupperware Products AG, as Swiss subsidiary borrower, Administradora Dart, S. DE R.L. de C.V., as Mexican subsidiary borrower and Tupperware Brands Asia Pacific Pte. Ltd, as Singaporean subsidiary borrower, Wells Fargo Bank, National Association, as administrative agent and the lenders party thereto (Attached as ~~Exhibit 10.1 to Form 10-Q~~ ~~and~~ ~~Exhibit 10.2 to Form 10-Q, filed with the Commission on August 5, 2014 and as~~ Exhibit 10.1 to Form 8-K as filed ~~with the Commission on June 12, 2015~~November 23, 2021 and incorporated herein by reference).
21**
10.15.1			First Amendment to Credit Agreement, dated as of August 1, 2022, among the Company, Tupperware Products AG, Administradora Dart, S. de R.L. de C.V., Tupperware Brands Asia Pacific Pte. Ltd., Wells Fargo Bank, National Association, as administrative agent, swingline lender, issuing bank, and a lender, and the other lenders party thereto (including Annex A) (Attached as Exhibit 10.1 to Form 10-Q filed November 2, 2022 and incorporated herein by reference).

10.15.2			Second Amendment to Credit Agreement , dated as of December 21, 2022, by and among Tupperware Brands Corporation, as parent borrower, Tupperware Products AG, as Swiss subsidiary borrower, Administradora Dart, S. de R.L. de C.V., as Mexican subsidiary borrower, Tupperware Brands Asia Pacific Pte. Ltd., as Singaporean subsidiary borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (including Annex A) (Attached as Exhibit 10.1 to Form 8-K filed December 22, 2022 and incorporated herein by reference).

10.15.3			Third Amendment to Credit Agreement, dated as of February 22, 2023, by and among Tupperware Brands Corporation, as parent borrower, Tupperware Products AG, as Swiss subsidiary borrower, Administradora Dart, S. de R.L. de C.V., as Mexican subsidiary borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (including Annex A) (Attached as Exhibit 10.1 to Form 8-K filed February 28, 2023 and incorporated herein by reference).

10.15.4			Fourth Amendment to Credit Agreement and Limited Waiver of Borrowing Conditions dated as of May 5, 2023, by and among Tupperware Brands Corporation, as parent borrower, Tupperware Products AG, as Swiss subsidiary borrower, certain other subsidiaries of Tupperware Brands Corporation, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (Attached as Exhibit 10.1 to Form 8-K filed May 8 , 2023)

10.15.5			Limited Waiver of Mandatory Prepayment and Payment Deferral Agreement dated as of June 30, 2023, by and among Tupperware Brands Corporation, as parent borrower, Tupperware Products AG, as Swiss subsidiary borrower, certain other subsidiaries of Tupperware Brands Corporation, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. (Attached as Exhibit 10.1 to Form 8-K filed July 7 , 2023)

10.15.6			Fifth Amendment to Credit Agreement dated as of October 5 , 2023, by and among Tupperware Brands Corporation, as parent borrower, Tupperware Products AG, as Swiss subsidiary borrower, certain other subsidiaries of Tupperware Brands Corporation, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. (Attached as Exhibit 10.1 to Form 8-K filed October 10 , 20 23)

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Table of Cont e n t s


Exhibit Number			Description
10.16.1			Debt Restructuring Agreement, dated as of August 2, 2023, by and among Tupperware Brands Corporation, as parent borrower, Tupperware Products AG, as Swiss subsidiary borrower, the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. (Attached as Exhibit 10.1 to Form 8-K filed August 3, 2023)

10.16.2			Warrant Purchase Agreement, dated as of August 2, 2023, by and among Tupperware Brands Corporation, Wells Fargo Bank, National Association and the lenders (or affiliates thereof) party thereto. (Attached as Exhibit 10.2 to Form 8-K filed August 3, 2023)

10.16.3			Registration Rights Agreement, dated as of August 2, 2023, by and among Tupperware Brands Corporation, Wells Fargo Bank, National Association and the lenders (or affiliates thereof) party thereto. (Attached as Exhibit 10.3 to Form 8-K filed August 3, 2023)

21*			Subsidiaries of Tupperware Brands Corporation as of ~~February 27, 2018.~~October 6 , 2023.
23**			~~Consent of Independent Registered Certified Public Accounting Firm.~~
24**			Powers of Attorney.

31.1**			Rule 13a-14(a)~~/15d-14(a)~~ Certification of the Chief Executive Officer.

31.2**			Rule 13a-14(a)~~/15d-14(a)~~ Certification of the Chief Financial Officer.

32.1***			Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by the Chief Executive Officer.

32.2***			Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by the Chief Financial Officer.

101**			The following financial statements from Tupperware Brands ~~Corporation's~~Corporation’s Annual Report on Form 10-K for the year ended December ~~30, 2017,~~31, 2022, formatted in ~~XBRL (eXtensible Business Reporting Language):~~Inline XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of ~~Shareholders' Equity,~~Shareholders’ Deficit, (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements, tagged in ~~detail,~~detail.

104			Cover Page Interactive Data File - (formatted as Inline XBRL and ~~(vii) Schedule II. Valuation and Qualifying Accounts.~~contained in Exhibit 101)

+ Management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith.

* Management contract or compensatory plan or arrangement.

** Filed herewith.

*** Furnished herewith.

The ~~Registrant~~Company agrees to furnish, upon request of the SEC, a copy of all constituent instruments defining the rights of holders of long-term debt of the ~~Registrant~~Company and its consolidated subsidiaries.

188


~~Item 16.~~	Table of Cont e n t s Item 16. Form 10-K Summary.

None.

~~TUPPERWARE BRANDS CORPORATION~~

~~SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS~~

~~FOR THE THREE YEARS ENDED~~ ~~DECEMBER 30, 2017~~

~~(In millions)~~

189

Col. A Col. B Col. C Col. D Col. E
Additions

Balance at
Beginning
of Period

Charged to
Costs and
Expenses

Charged
to Other
Accounts
Deductions
Balance
at End
of Period
Allowance for doubtful accounts, current and long term:
Year ended December 30, 2017 $ 44.9
$ 16.8
$ —
$ (9.0 ) /F1 $ 55.9

3.2
/F2
Year ended December 31, 2016 45.2
11.1
—
(9.0 ) /F1 44.9
(2.4 ) /F2
Year ended December 26, 2015 48.4
12.8
—
(8.0 ) /F1 45.2
(8.0 ) /F2
Valuation allowance for deferred tax assets:
Year ended December 30, 2017 $ 24.8
$ 209.8
$ —
$ 0.9
/F2 $ 235.5
Year ended December 31, 2016 23.1
—
—
1.8
/F2 24.8
(0.1 ) /F3
Year ended December 26, 2015 40.2
—
—
(7.1 ) /F2 23.1
(10.0 ) /F3

~~____________________~~

Table of Cont e n t s


F1	~~Represents write-offs, less recoveries.~~


F2	~~Foreign currency translation adjustment.~~


F3	~~Represents write-offs of net operating losses for which a valuation allowance was already recorded. See Note 12 to the consolidated financial statements for additional information.~~

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 BRANDS CORPORATION
		~~(Registrant)~~
Date:		October 13, 2023		By:	/s/ Miguel Fernandez
		~~By:~~		/S~~/ E.V. GOINGS~~	Miguel Fernandez
				~~E.V. Goings~~
			~~Chairman and~~President & Chief Executive Officer

~~February 27, 2018~~

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities ~~and on the date indicated.~~indicated as of October 13, 2023.

190

Table of Cont e n t s


Signature			Title

/s/ Miguel Fernandez			President & Chief Executive Officer & Director (Principal Executive Officer)
Miguel Fernandez

~~Signature~~		~~Title~~

/s/ ~~E.V. GOINGS~~Mariela Matute		~~Chairman and Chief Executive Officer and Director (Principal Executive Officer)~~
~~E.V. Goings~~

~~/s/ MICHAEL S. POTESHMAN~~	~~Executive Vice President and~~ Chief Financial Officer (Principal Financial Officer)
~~Michael S. Poteshman~~Mariela Matute

~~/s/ NICHOLAS K. POUCHER~~	~~Senior Vice President and Controller (Principal Accounting Officer)~~
~~Nicholas K. Poucher~~

*	~~Director~~
~~Catherine A. Bertini~~

*	~~Director~~
~~Susan M. Cameron~~

*	~~Director~~
~~Kriss Cloninger III~~

*	~~Director~~
~~Meg Crofton~~

*	~~Director~~
~~Angel R. Martinez~~

*	~~Director~~
~~Antonio Monteiro de Castro~~



*/s/ Madeline Otero		Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
Madeline Otero

*		Executive Vice Chair & Director
Richard Goudis

*		Non-Executive Chair & Director
Susan M. Cameron

*		Director
~~David R. Parker~~Paul Aronzon

*		Director
Mark Burgess

*		Director
Meg Crofton

*		Director
Deborah G. Ellinger

*		Director
James H. Fordyce

*		Director
Pamela J. Harbour

*		Director
Timothy Minges

*		Director
Christopher D. O’Leary

*		Director
Richard T. Riley

*		Director
~~Joyce M. Roche~~

*	~~Director~~
M. Anne Szostak

/s/ Mariela Matute		* By Attorney-in-fact
Mariela Matute

191



~~By:~~	~~/s/ KAREN M. SHEEHAN~~
	~~Karen M. Sheehan~~
	~~Attorney-in-fact~~

~~February 27, 2018~~

~~100~~



Delaware						36-4062333
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)



~~14901 South Orange Blossom Trail,~~ ~~Orlando, Florida~~	~~32837~~
~~(Address of principal executive offices)~~	~~(Zip Code)~~

~~Registrant's telephone number, including area code: (407) 826-5050~~

~~Securities registered pursuant to Section 12(b) of the Act:~~
Title of Each Class	Trading Symbol (s)		Name of ~~Each Exchange~~each exchange on ~~Which Registered~~which registered
Common Stock, $0.01 par value per share		TUP		New York Stock Exchange

~~Securities registered pursuant to Section 12(g) of the Act: None~~

		~~Page~~
~~Part I~~Item			Page

~~Item 1~~	~~Business~~PART I	1
Item 1A			~~Risk Factors~~1. Business.	71
Item 1B			~~Unresolved Staff Comments~~1A. Risk Factors.	98
Item 2			~~Properties~~1B. Unresolved Staff Comments.	1022
Item 3			~~Legal Proceedings~~2. Properties.	1022
Item 4			~~Mine Safety Disclosures~~3. Legal Proceedings.	1022
Item 4. Mine Safety Disclosures.			24
~~Part II~~
PART II					25
Item 5			5. Market for ~~Registrant's~~Registrant ’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity ~~Securities~~Securities.	1125


Item 5a			~~Performance Graph~~6. Reserved	1125
Item 5c			7. Management~~Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities~~’	12
~~Item 6~~	~~Selected Financial Data~~	13
~~Item 7~~	~~Management's~~s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.	1526
Item 7A			7A. Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.	3853
Item 8			8. Financial Statements and Supplementary ~~Data~~Data.	4355
Item 9			9. Changes in and Disagreements With Accountants on Accounting and Financial ~~Disclosure~~Disclosure.	93151
Item 9A			9A. Controls and ~~Procedures~~Procedures.	93151
Item 9B			9B. Other ~~Information~~Information.	93153
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections					153
~~Part~~ PART III			154

Item 10	10. Directors, Executive Officers and Corporate ~~Governance~~Governance.	94154
Item 11			11. Executive ~~Compensation~~Compensation.	94158
Item 12			12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder ~~Matters~~Matters.	94182
Item 13			13. Certain Relationships and Related Transactions, and Director ~~Independence~~Independence.	94185
Item 14			14. Principal Accounting Fees and ~~Services~~Services.	94185

~~Part IV~~

~~Item 15~~	~~Exhibits, Financial Statement Schedules~~	95
	~~15 (a)(1) List of Financial Statements~~	95
	~~15 (a)(2) List of Financial Statement Schedules~~	95
	~~15 (a)(3) List of Exhibits~~	96
~~Item 16~~	~~Form 10-K Summary~~	98
~~Signatures~~		99


	39 Weeks Ended September 24, 2022		Year Ended December 25, 2021		Year Ended December 26, 2020
(Loss) income from continuing operations	$	(5.7)	$	(4.6)	$	11.9
Diluted (loss) earnings from continuing operations - per share	$	(0.12)	$	(0.09)	$	0.23


Measurement Period (Fiscal Year Ended)	Tupperware Brands Corporation	S&P 400 Mid-Cap	S&P 400 Mid-Cap Consumer Discretionary Index
12/30/2017	100.00	100.00	100.00
12/29/2018	53.29	88.00	81.58
12/28/2019	14.64	112.10	103.90
12/26/2020	62.99	127.91	138.02
12/25/2021	28.24	156.77	170.48
12/31/2022	7.22	136.70	136.30



(Mark One)
x☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



o☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


PART IV			186
Item 1.15. Exhibits, Financial Statement Schedules.			~~Business.~~ 186
Item 16. Form 10-K Summary.			189
Signatures			190


~~Item 5.~~	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ~~of Equity Securities.~~


~~Item 5c.~~	~~Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.~~



(In millions, except per share amounts)	2017			2016			2015			2014			2013
Operating results
Net sales:
Europe	$	550.4		$	559.4		$	612.9		$	740.6		$	782.7
Asia Pacific	734.8			748.6			771.0			839.6			836.9
North America	541.5			548.3			593.7			640.8			678.1
South America	429.1			356.8			306.2			385.1			373.9
Total net sales	$	2,255.8		$	2,213.1		$	2,283.8		$	2,606.1		$	2,671.6
Segment profit:
Europe	$	54.5		$	65.3		$	92.4		$	117.5		$	130.0
Asia Pacific	189.3			181.0			175.9			191.7			188.1
North America	69.7			66.1			69.7			69.6			82.0
South America	98.7			82.2			46.5			27.1			68.9
Unallocated expenses	(64.1		)	(67.6		)	(72.8		)	(55.9		)	(62.4		)
Gain on disposal of assets including insurance recoveries, net (a),(b)	9.1			27.3			13.7			2.7			0.7
Re-engineering and impairment charges	(66.0		)	(7.6		)	(20.3		)	(11.0		)	(9.3		)
Impairment of goodwill and intangible assets (c)	(62.9		)	—			—			—			—
Interest expense, net	(43.2		)	(45.4		)	(45.2		)	(43.5		)	(37.6		)
Income before income taxes	185.1			301.3			259.9			298.2			360.4
Provision for income taxes (d)	450.5			77.7			74.1			83.8			86.2
Net income (loss) (d)	$	(265.4	)	$	223.6		$	185.8		$	214.4		$	274.2
Basic earnings (loss) per common share	$	(5.22	)	$	4.43		$	3.72		$	4.28		$	5.28
Diluted earnings (loss) per common share	$	(5.22	)	$	4.41		$	3.69		$	4.20		$	5.17



(Dollars in millions, except per share amounts)	2017			2016			2015			2014			2013
Profitability ratios
Segment profit as a percent of sales:
Europe	10		%	12		%	15		%	16		%	17		%
Asia Pacific	26			24			23			23			22
North America	13			12			12			11			12
South America	23			23			15			7			18
Financial Condition
Cash and cash equivalents	$	144.1		$	93.2		$	79.8		$	77.0		$	127.3
Net working capital	(28.3		)	(2.3		)	(63.5		)	(105.0		)	(53.8		)
Property, plant and equipment, net	278.2			259.8			253.6			290.3			300.9
Total assets	1,388.0			1,587.8			1,598.2			1,769.8			1,843.9
Short-term borrowings and current portion of long-term obligations	133.0			105.9			162.5			221.4			235.4
Long-term obligations	605.1			606.0			608.2			612.1			619.9
Shareholders’ equity	(119.4		)	212.8			161.0			185.8			252.9
Current ratio	0.96			1.00			0.90			0.86			0.93
Other Data
Net cash provided by operating activities	$	217.0		$	238.6		$	225.7		$	284.1		$	323.5
Net cash used in investing activities	(57.6		)	(25.7		)	(43.1		)	(62.3		)	(60.1		)
Net cash used in financing activities	(116.6		)	(193.3		)	(157.1		)	(211.0		)	(237.6		)
Capital expenditures	72.3			61.6			61.1			69.4			69.0
Depreciation and amortization	60.5			57.5			62.4			63.7			54.8
Common Stock Data
Dividends declared per share	$	2.72		$	2.72		$	2.72		$	2.72		$	2.48
Dividend payout ratio (e)	nm			61.4		%	73.1		%	63.6		%	47.0		%
Average common shares outstanding (thousands):
Basic	50,818			50,521			49,947			50,131			51,892
Diluted (f)	50,818			50,719			50,401			51,011			53,079
Period-end book value per share (g)	$	(2.35	)	$	4.20		$	3.19		$	3.64		$	4.76
Period-end price/earnings ratio (h)	nm			11.9			15.1			15.2			18.4


~~(a)~~	In 2002, the Company began to sell land held for development near its Orlando, Florida headquarters. During 2017, 2016, 2015, 2014 and 2013, in connection with this program, pretax gains of $8.8 million, $26.5 million, $12.9 million, $1.3 million and 0.9 million, respectively, were included in gains on disposal of assets including insurance recoveries, net.


~~(b)~~	~~Included in gain on disposal of assets including insurance recoveries, net are pretax gains of $1.1 million in 2014 and $0.2 million in 2013 from the sale of property in Australia.~~


~~(c)~~	Valuations completed on the Company’s intangible assets resulted in the conclusion that the goodwill value of the Fuller Mexico reporting unit was impaired. This resulted in non-cash charge of $62.9 million in 2017.

~~Table of Contents~~

~~Item~~


~~Item 5a.~~	~~Performance Graph.~~


~~(d)~~	~~In 2017, upon enactment of the U.S. Tax Cuts and Jobs Act of 2017 ( the "Tax Act"), the Company recorded $375 million of non-cash, income tax charges.~~


~~(e)~~	~~The dividend payout ratio is dividends declared per share divided by basic earnings per share. In 2017, due to the Company's net loss position the dividend payout ratio is not meaningful.~~


~~(f)~~	~~In 2017, due to the Company's net loss position diluted shares were the same as basic shares outstanding.~~


~~(g)~~	~~Period-end book value per share is calculated as year-end shareholders’ equity divided by full-year diluted shares.~~


~~(h)~~	Period-end price/earnings ratio is calculated as the year-end market price of the Company’s common stock divided by full year diluted earnings per share. In 2017, due to the Company's net loss position the Period-end price/earnings ratio is not meaningful.



	52 weeks ended			53 weeks ended			Change		Change excluding the impact of foreign exchange		Foreign exchange impact
	December 30, 2017			December 31, 2016			Change		Change excluding the impact of foreign exchange		Foreign exchange impact
Net sales	$	2,255.8		$	2,213.1		2	%	1	%	$	16.7
Gross margin as a percent of sales	67.0		%	67.7		%	(0.7	) pp	na		na
DS&A as a percent of sales	51.5		%	52.9		%	(1.4	) pp	na		na
Operating income	$	229.1		$	347.0		(34	)%	(35	)%	$	4.4
Net income	$	(265.4	)	$	223.6		-		-		$	3.4
Net income per diluted share	$	(5.22	)	$	4.41		-		-		$	0.06



(Dollars in millions)	2017			2016			Change					Change excluding the translation impact of foreign exchange		Translation foreign exchange impact			Percent of total
(Dollars in millions)	2017			2016			Dollar			Percent		Change excluding the translation impact of foreign exchange		Translation foreign exchange impact			2017		2016
Net Sales
Europe	$	550.4		$	559.4		$	(9.0	)	(2	)%	(4	)%	$	16.0		24	%	25	%
Asia Pacific	734.8			748.6			(13.8		)	(2	)	(1	)	(3.8		)	33		34
North America	541.5			548.3			(6.8		)	(1	)	(1	)	(0.6		)	24		25
South America	429.1			356.8			72.3			20		19		5.1			19		16
Total net sales	$	2,255.8		$	2,213.1		$	42.7		2	%	1	%	$	16.7		100	%	100	%
Segment profit
Europe	$	54.5		$	65.3		$	(10.8	)	(16	)%	(21	)%	$	3.7		13	%	16	%
Asia Pacific	189.3			181.0			8.3			5		5		(0.2		)	46		46
North America	69.7			66.1			3.6			6		6		(0.3		)	17		17
South America	98.7			82.2			16.5			20		19		1.2			24		21
Segment profit as a percent of sales
Europe	9.9		%	11.7		%	na			(1.8	)pp	(2.1	)pp	0.3		pp	na		na
Asia Pacific	25.8			24.2			na			1.6		1.5		0.1			na		na
North America	12.9			12.1			na			0.8		0.9		(0.1		)	na		na
South America	23.0			23.0			na			—		—		—			na		na


	As of
(In millions of U.S. Dollars)	December 31, 2022		December 25, 2021 (Restated)
Term loan denominated in USD	$	195.0	$	200.0
Term loan denominated in Euros	182.0		198.5
Revolver facility	332.3		312.0
Finance leases (a)	0.5		1.8

Other lease financing obligations	3.1		2.8
Unamortized debt issuance costs	—		(2.9)
Total debt	$	712.9	$	712.2

Current debt and finance lease obligations	$	709.8	$	9.0
Long-term debt and other lease financing obligations	3.1		703.2
Total debt	$	712.9	$	712.2


Going Concern			Note 1: Summary of Significant Accounting Policies
Debt			Note 16: Debt
Leases			Note 17: Leases



(In millions)	Total		Less than 1 year		1-3 years		3-5 years			More than 5 years
Debt obligations	$	738.1	$	133.0	$	3.1	$	602.0		$	—
Interest payments on long term obligations	100.7		29.0		57.4		14.3			—
Pension benefits	154.7		13.4		39.8		29.5			72.0
Post-employment medical benefits	15.2		1.5		2.7		2.5			8.5
Income tax payments (a)	0.8		0.8		—		—		—	—
Capital commitments (b)	1.3		1.3		—		—			—
Operating lease obligations	111.7		35.1		37.5		15.7			23.4
Total contractual obligations (c)	$	1,122.5	$	214.1	$	140.5	$	664.0		$	103.9


~~(b)~~	~~Capital commitments represent signed agreements as of December 30, 2017 on several capital projects in process at the Company’s various units.~~


~~(c)~~	~~The table excludes information on recurring purchases of inventory as these are made under non-binding purchase orders, are generally consistent from year to year, and are short-term in nature.~~


								Year Ended
Discount Rate	2017		2016		2015		Discount Rate	December 31, 2022		December 25, 2021
U.S. Plans	3.8	%	3.9	%	3.6	%
United States Plans							United States Plans	2.5	%	2.3	%
Foreign Plans	2.2		2.3		2.4		Foreign Plans	4.0	%	1.5	%


	Year Ended
Expected rate of return	December 31, 2022		December 25, 2021
United States Plans	5.3	%	5.0	%
Foreign Plans	4.0	%	3.0	%


(In millions of U.S. Dollars)	Increase		Decrease
Discount rate change by 50 basis points	$	—	$	(0.1)
Expected rate of return on plan assets change by 50 basis points	$	(0.3)	$	0.3


	Year Ended
			Restated
(In millions of U.S. Dollars, except per share amounts)	December 31, 2022		December 25, 2021		December 26, 2020
Net sales	$	1,304.0	$	1,600.6	$	1,559.0
Cost of products sold	469.9		534.9		501.9
Gross profit	834.1		1,065.7		1,057.1

Selling, general and administrative expense	735.0		826.9		839.8
Re-engineering and impairment charges	29.4		14.8		35.3
Loss (gain) on disposal of assets	9.3		(32.3)		(11.9)
Impairment of goodwill and intangible assets	36.8		9.1		—
Operating income	23.6		247.2		193.9

Loss (gain) on debt extinguishment	—		19.9		(40.2)
Interest expense	40.7		35.5		38.6
Interest income	(5.7)		(1.1)		(1.5)
Other income, net	(10.7)		(4.0)		(13.4)
(Loss) income from continuing operations before income taxes	(0.7)		196.9		210.4

Provision for income taxes	246.2		45.9		87.6
(Loss) income from continuing operations	(246.9)		151.0		122.8

(Loss) income from discontinued operations before income taxes	(7.1)		4.6		5.0
Gain (loss) on held for sale assets and dispositions	20.9		(133.5)		—
(Benefit) provision for income taxes	(0.6)		6.5		4.3
Income (loss) on discontinued operations	14.4		(135.4)		0.7

Net (loss) income	$	(232.5)	$	15.6	$	123.5

Basic (loss) earnings from continuing operations - per share	(5.42)		3.06		2.50
Basic earnings (loss) from discontinued operations - per share	0.32		(2.74)		0.01
Basic (loss) earnings per share - Total	$	(5.10)	$	0.32	$	2.51

Diluted (loss) earnings from continuing operations - per share	(5.42)		2.84		2.35
Diluted earnings (loss) from discontinued operations - per share	0.32		(2.55)		0.01
Diluted (loss) earnings per share - Total	$	(5.10)	$	0.29	$	2.36


	Common Stock			Treasury Stock			Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Deficit
(In millions of U.S. Dollars, except share amounts, which are in millions of shares)	Shares	Dollars		Shares	Dollars
Restated, December 28, 2019*	63.6	$	0.6	14.7	$	(921.6)	$	215.0	$	1,065.1	$	(656.4)	$	(297.3)
Net income	—	—		—	—		—		123.5		—		123.5

Other comprehensive loss	—	—		—	—		—		—		(48.4)		(48.4)


Stock-based compensation	—	—		—	—		8.9		—		—		8.9
Common stock issued under exercise of stock options	—	—		(0.4)	25.1		(8.4)		(17.9)		—		(1.2)
Restated, December 26, 2020	63.6	$	0.6	14.3	$	(896.5)	$	215.5	$	1,170.7	$	(704.8)	$	(214.5)
Net income	—	—		—	—		—		15.6		—		15.6

Other comprehensive loss	—	—		—	—		—		—		(0.8)		(0.8)

Repurchase of common stock	—	—		1.0	(25.0)		—		—		—		(25.0)

Stock-based compensation	—	—		—	—		8.6		—		—		8.6
Common stock issued under exercise of stock options	—	—		(0.6)	45.4		(7.2)		(40.8)		—		(2.6)
Restated, December 25, 2021	63.6	$	0.6	14.7	$	(876.1)	$	216.9	$	1,145.5	$	(705.6)	$	(218.7)
Net loss	—	—		—	—		—		(232.5)		—		(232.5)


Other comprehensive income	—	—		—	—		—		—		92.3		92.3

Repurchase of common stock	—	—		4.9	(66.1)		(8.9)		—		—		(75.0)

Stock-based compensation	—	—		—	—		6.0		—		—		6.0
Common stock issued under exercise of stock options	—	—		(0.5)	29.4		(5.6)		(25.7)		—		(1.9)
December 31, 2022	63.6	$	0.6	19.1	$	(912.8)	$	208.4	$	887.3	$	(613.3)	$	(429.8)

*The December 28, 2019 ending Total shareholders’ deficit reflects the impact of restatements totaling $20.3 million related to misstatements prior to 2020, including a $2.2 million decrease of Retained earnings and a $18.1 million increase of Accumulated other comprehensive loss.



(In millions, except share amounts)	December 30, 2017			December 31, 2016
ASSETS
Cash and cash equivalents	$	144.1		$	93.2
Accounts receivable, less allowances of $38.2 and $32.6, respectively	144.4			125.3
Inventories	262.2			240.4
Non-trade amounts receivable, net	58.6			64.9
Prepaid expenses and other current assets	21.2			21.5
Total current assets	630.5			545.3
Deferred income tax benefits, net	278.0			539.7
Property, plant and equipment, net	278.2			259.8
Long-term receivables, less allowances of $16.5 and $11.0, respectively	19.3			13.2
Tradenames, net	62.5			67.3
Goodwill	78.9			132.6
Other assets, net	40.6			29.9
Total assets	$	1,388.0		$	1,587.8
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	124.4		$	117.7
Short-term borrowings and current portion of long-term debt and capital lease obligations	133.0			105.9
Accrued liabilities	401.4			324.0
Total current liabilities	658.8			547.6
Long-term debt and capital lease obligations	605.1			606.0
Other liabilities	243.5			221.4
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; 63,607,090 shares issued	0.6			0.6
Paid-in capital	217.8			208.6
Retained earnings	1,043.1			1,455.3
Treasury stock, 12,549,392 and 12,969,165 shares, respectively, at cost	(851.5		)	(880.2		)
Accumulated other comprehensive loss	(529.4		)	(571.5		)
Total shareholders' equity (deficit)	(119.4		)	212.8
Total liabilities and shareholders' equity	$	1,388.0		$	1,587.8


(In millions of U.S. Dollars)	Balance at Beginning of Period		Charged to Costs and Expenses	Deductions		Balance at End of Period
Valuation allowance for deferred tax assets:				(a)	(b)
Year Ended December 31, 2022	$	216.1	164.9	(9.0)	(14.4)	$	357.6
Year Ended December 25, 2021	$	255.5	6.4	(41.3)	(4.5)	$	216.1
Year Ended December 26, 2020	$	285.6	39.8	(41.7)	(28.2)	$	255.5


(In millions of U.S. Dollars, net of tax)	Foreign Currency Items and Net Investment Hedges (a) (d)		Cash Flow Hedges (b)		Pension and Other Post-retirement Items (c)		Total
Balance at December 28, 2019	$	(618.3)	$	(2.4)	$	(35.7)	$	(656.4)


Other comprehensive (loss) income before reclassifications	(49.0)		5.4		(3.0)		(46.6)
Amounts reclassified from accumulated other comprehensive loss	—		(2.8)		1.0		(1.8)
Other comprehensive (loss) income	(49.0)		2.6		(2.0)		(48.4)

Balance at December 26, 2020	(667.3)		0.2		(37.7)		(704.8)


Other comprehensive (loss) income before reclassifications	(18.6)		0.4		17.1		(1.1)
Amounts reclassified from accumulated other comprehensive loss	—		(0.4)		0.7		0.3
Other comprehensive (loss) income	(18.6)		—		17.8		(0.8)

Balance at December 25, 2021	(685.9)		0.2		(19.9)		(705.6)


Other comprehensive (loss) income before reclassifications	(33.6)		0.7		22.0		(10.9)
Amounts reclassified from other accumulated comprehensive loss	102.6		(0.8)		1.4		103.2
Other comprehensive income (loss)	69.0		(0.1)		23.4		92.3

Balance at December 31, 2022	$	(616.9)	$	0.1	$	3.5	$	(613.3)