TABLE OF CONTENTS



Item			Page
PART I—FINANCIAL INFORMATION			~~Page~~ ~~Number~~ 3
~~PART I. FINANCIAL INFORMATION~~
Item 1. Financial Statements					3
~~Item 1.~~			~~Financial Statements (Unaudited)~~

	Condensed Consolidated Statements of Income ~~13 weeks ended September 30, 2017 and September 24, 2016 and 39 weeks ended September 30, 2017 and September 24, 2016~~(Loss)	3

			Condensed Consolidated Statements of Comprehensive (Loss) Income ~~13 weeks ended September 30, 2017 and September 24, 2016 and 39 weeks ended September 30, 2017 and September 24, 2016~~	4

			Condensed Consolidated Balance Sheets ~~September 30, 2017 and December 31, 2016~~	5

Condensed Consolidated Statements of Shareholders' Equity			6

Condensed Consolidated Statements of Cash Flows ~~39 weeks ended September 30, 2017 and September 24, 2016~~			68

			Notes to Condensed Consolidated Financial Statements	710

Item 2.			~~Management's~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations	2732

Item 3.			Quantitative and Qualitative Disclosures ~~about~~About Market Risk	4052

~~Item 4.~~	~~Controls and Procedures~~	44

~~PART II. OTHER INFORMATION~~

~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	45

~~Item 6.~~	~~Exhibits~~	45

~~Signatures~~		46


Item 4. Controls and Procedures			56

PART II—OTHER INFORMATION			57

Item 1. Legal Proceedings			~~Financial Statements (Unaudited)~~ 57

Item 1A. Risk Factors			58

Item 5. Other Information			61

Item 6. Exhibits			62

Signatures			63

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

TUPPERWARE BRANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Unaudited)


	13 weeks ended				39 weeks ended
(In millions of U.S. Dollars, except per share amounts)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Net sales	$	302.8	$	376.9	$	991.3	$	1,207.4
Cost of products sold	106.2		129.0		352.0		380.0
Gross profit	196.6		247.9		639.3		827.4

Selling, general and administrative expense	175.6		190.7		565.9		620.5
Re-engineering charges	4.5		1.8		13.0		9.7
Loss (gain) on disposal of assets	0.7		(1.7)		2.3		(8.9)

Operating income	15.8		57.1		58.1		206.1

Loss on debt extinguishment	—		—		—		8.1
Interest expense	8.3		8.2		18.9		29.7
Interest income	(1.3)		(0.3)		(3.2)		(0.9)
Other expense, net	1.6		1.2		6.6		0.8
Income from continuing operations before income taxes	7.2		48.0		35.8		168.4

Provision (benefit) for income taxes	11.0		(12.4)		32.6		32.2
(Loss) income from continuing operations	(3.8)		60.4		3.2		136.2


(Loss) income from operations of discontinued operations before income taxes	(0.7)		4.3		(6.2)		8.1
Gain (loss) on held for sale assets and dispositions	22.6		(148.1)		21.4		(147.1)
Provision for income taxes	1.3		2.7		0.5		2.4
Income (loss) on discontinued operations	20.6		(146.5)		14.7		(141.4)

Net income (loss)	$	16.8	$	(86.1)	$	17.9	$	(5.2)

Basic (loss) earnings from continuing operations - per share	$	(0.09)	$	1.22	$	0.07	$	2.75
Basic earnings (loss) from discontinued operations - per share	$	0.47	$	(2.97)	$	0.32	$	(2.85)
Basic earnings (loss) per share - Total	$	0.38	$	(1.75)	$	0.39	$	(0.10)

Diluted (loss) earnings from continuing operations - per share	$	(0.09)	$	1.14	$	0.07	$	2.56
Diluted earnings (loss) from discontinued operations - per share	$	0.47	$	(2.77)	$	0.30	$	(2.66)
Diluted earnings (loss) per share - Total	$	0.38	$	(1.63)	$	0.37	$	(0.10)

Basic weighted-average shares	44.5		49.4		46.0		49.5
Diluted weighted-average shares	44.5		52.8		49.0		53.1

13 weeks ended 39 weeks ended
(In millions, except per share amounts) September 30,
2017 September 24,
2016 September 30,
2017 September 24,
2016
Net sales $ 539.5
$ 521.8
$ 1,667.2
$ 1,612.2
Cost of products sold 182.7
168.4
543.0
518.3
Gross margin 356.8
353.4
1,124.2
1,093.9

Delivery, sales and administrative expense 283.9
284.2
882.5
871.1
Re-engineering and impairment charges 9.0
2.4
43.9
5.4
Impairment of goodwill —
—
62.9
—
Gains on disposal of assets 4.1
24.2
7.3
25.1
Operating income 68.0
91.0
142.2
242.5

Interest income 0.8
0.8
2.0
2.3
Interest expense 11.5
12.8
34.7
36.1
Other (income) expense 0.9
(0.3 ) 1.6
1.0
Income before income taxes 56.4
79.3
107.9
207.7

Provision for income taxes 25.0
30.5
46.8
63.1
Net income $ 31.4

$ 48.8
$ 61.1
$ 144.6

Earnings per share:

Basic $ 0.62
$ 0.97
$ 1.20
$ 2.86
Diluted 0.61
0.96
1.19
2.85

Weighted-average shares outstanding:

Basic 50.9
50.5
50.8
50.5
Diluted 51.3
50.8
51.3
50.7

Dividends declared per common share $ 0.68
$ 0.68
$ 2.04
$ 2.04

See accompanying ~~Notes~~notes to Condensed Consolidated Financial ~~Statements (Unaudited).~~Statements.

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TUPPERWARE BRANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)


	13 weeks ended				39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Net income (loss)	$	16.8	$	(86.1)	$	17.9	$	(5.2)

Other comprehensive (loss) income
Foreign currency translation adjustments	(32.9)		(2.9)		85.1		4.4
Deferred gain (loss) on cash flow hedges, net of tax	0.1		0.2		(0.1)		0.3
Pension and other post-retirement benefit, net of tax	0.9		1.0		0.8		3.1
Other comprehensive (loss) income	(31.9)		(1.7)		85.8		7.8

Total comprehensive (loss) income	$	(15.1)	$	(87.8)	$	103.7	$	2.6

13 weeks ended 39 weeks ended
(In millions) September 30,
2017 September 24,
2016 September 30,
2017 September 24,
2016
Net income $ 31.4
$ 48.8
$ 61.1
$ 144.6
Other comprehensive income (loss):
Foreign currency translation adjustments 2.9
(8.4 ) 55.1
(20.2 )
Deferred gain (loss) on cash flow hedges, net of tax benefit (provision) of ($0.2), ($0.4), $1.6 and $0.6, respectively (0.1 ) 0.8
(6.0 ) (2.9 )
Pension and other post-retirement income (costs), net of tax benefit (provision) of $0.6, ($0.1), $2.0 and $0.2, respectively (1.2 ) 1.2
(4.5 ) 0.8
Other comprehensive income (loss) 1.6
(6.4 ) 44.6
(22.3 )
Total comprehensive income $ 33.0
$ 42.4
$ 105.7
$ 122.3

See accompanying ~~Notes~~notes to Condensed Consolidated Financial ~~Statements (Unaudited).~~Statements.

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TUPPERWARE BRANDS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	As of
(In millions of U.S. Dollars, except share amounts)	September 24, 2022		December 25, 2021
Assets
Cash and cash equivalents	$	102.9	$	267.2
Accounts receivable, net	71.9		86.2
Inventory, net	249.7		232.2
Non-trade accounts receivable, net	25.6		31.9
Prepaid expenses and other current assets	32.8		22.8
Current assets held for sale	—		7.9
Total current assets	482.9		648.2

Deferred tax assets, net	194.1		194.9
Property, plant and equipment, net	149.6		160.9
Operating lease assets	70.2		74.7
Long-term receivables, net	3.5		7.7
Trade names, net	8.4		10.6
Goodwill	38.6		42.7
Other assets, net	106.3		97.2
Assets held for sale	—		18.5
Total assets	$	1,053.6	$	1,255.4

Liabilities And Shareholders' Equity
Accounts payable	$	108.6	$	123.3
Current debt and finance lease obligations	13.0		8.9
Accrued liabilities	246.5		287.9
Current liabilities held for sale	6.7		135.8
Total current liabilities	374.8		555.9

Long-term debt and finance lease obligations	687.8		700.5
Operating lease liabilities	51.9		57.3
Other liabilities	113.5		131.0
Liabilities held for sale	1.0		17.8
Total liabilities	1,229.0		1,462.5

Commitments and contingencies (Note 19)
Shareholders' equity (deficit):
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	207.4		216.9
Retained earnings	1,132.6		1,139.4
Treasury stock, 19,119,875 and 14,726,849 shares, respectively, at cost	(913.9)		(876.1)
Accumulated other comprehensive loss	(602.1)		(687.9)
Total shareholders' equity (deficit)	(175.4)		(207.1)

Total liabilities and shareholders' equity	$	1,053.6	$	1,255.4

(In millions, except share amounts) September 30,
2017 December 31,
2016
ASSETS

Cash and cash equivalents $ 118.9
$ 93.2
Accounts receivable, less allowances of $38.1 and $32.6, respectively 154.1
125.3
Inventories 291.1
240.4
Non-trade amounts receivable, net 28.8
64.9
Prepaid expenses and other current assets 30.7
21.5
Total current assets 623.6
545.3
Deferred income tax benefits, net 609.5
539.7
Property, plant and equipment, net 276.0
259.8
Long-term receivables, less allowances of $16.5 and $11.0, respectively 17.8
13.2
Trademarks and tradenames, net 67.0
67.3
Goodwill 80.3
132.6
Other assets, net 34.3
29.9
Total assets $ 1,708.5
$ 1,587.8
LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable $ 88.3
$ 117.7
Short-term borrowings and current portion of long-term debt and capital lease obligations 193.1
105.9
Accrued liabilities 353.7
324.0
Total current liabilities 635.1
547.6
Long-term debt and capital lease obligations 605.3
606.0
Other liabilities 231.6
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 218.6
208.6
Retained earnings 1,407.9
1,455.3
Treasury stock, 12,726,319 and 12,969,165 shares, respectively, at cost (863.7 ) (880.2 )
Accumulated other comprehensive loss (526.9 ) (571.5 )
Total shareholders' equity 236.5
212.8
Total liabilities and shareholders' equity $ 1,708.5
$ 1,587.8

See accompanying ~~Notes~~notes to Condensed Consolidated Financial ~~Statements (Unaudited).~~Statements.

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TUPPERWARE BRANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)


	Common Stock			Treasury Stock			Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders' Equity (Deficit)
(In millions of U.S. Dollars, except per share amounts)	Shares	Dollars		Shares	Dollars
December 25, 2021	63.6	$	0.6	14.7	$	(876.1)	$	216.9	$	1,139.4	$	(687.9)	$	(207.1)
Net loss	—	—		—	—		—		(0.1)		—		(0.1)

Other comprehensive income	—	—		—	—		—		—		14.0		14.0

Repurchase of common stock	—	—		3.4	(56.2)		(18.8)		—		—		(75.0)
Stock and options issued for incentive plans	—	—		(0.2)	16.8		(0.7)		(14.0)		—		2.1
March 26, 2022	63.6	$	0.6	17.9	$	(915.5)	$	197.4	$	1,125.3	$	(673.9)	$	(266.1)
Net income	—	—		—	—		—		1.2		—		1.2

Other comprehensive income	—	—		—	—		—		—		103.7		103.7

Repurchase of common stock	—	—		1.5	(9.9)		9.9		—		—		—
Stock and options issued for incentive plans	—	—		(0.3)	10.6		1.4		(9.9)		—		2.1
June 25, 2022	63.6	$	0.6	19.1	$	(914.8)	$	208.7	$	1,116.6	$	(570.2)	$	(159.1)
Net income	—	—		—	—		—		16.8		—		16.8

Other comprehensive loss	—	—		—	—		—		—		(31.9)		(31.9)


Stock and options issued for incentive plans	—	—		—	0.9		(1.3)		(0.8)		—		(1.2)
September 24, 2022	63.6	0.6		19.1	(913.9)		207.4		1,132.6		(602.1)		(175.4)

See accompanying notes to Condensed Consolidated Financial Statements.

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TUPPERWARE BRANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)


											Accumulated Other Comprehensive Loss		Total Shareholders' Equity (Deficit)
	Common Stock			Treasury Stock			Paid-In Capital		Retained Earnings
(In millions of U.S. Dollars, except per share amounts)	Shares	Dollars		Shares	Dollars
December 26, 2020	63.6	$	0.6	14.3	$	(896.5)	$	215.5	$	1,161.6	$	(685.9)	$	(204.7)
Net income	—	—		—	—		—		45.3		—		45.3

Other comprehensive income	—	—		—	—		—		—		5.3		5.3


Stock and options issued for incentive plans	—	—		(0.3)	19.1		(0.2)		(18.1)		—		0.8
March 27, 2021	63.6	$	0.6	14.0	$	(877.4)	$	215.3	$	1,188.8	$	(680.6)	$	(153.3)
Net income	—	—		—	—		—		35.6		—		35.6

Other comprehensive income	—	—		—	—		—		—		4.2		4.2


Stock and options issued for incentive plans	—	—		(0.3)	22.1		0.9		(22.3)		—		0.7
June 26, 2021	63.6	$	0.6	13.7	$	(855.3)	$	216.2	$	1,202.1	$	(676.4)	$	(112.8)
Net loss	—	—		—	—		—		(86.1)		—		(86.1)

Other comprehensive loss	—	—		—	—		—		—		(1.7)		(1.7)

Repurchase of common stock	—	—		1.0	(25.0)		—		—		—		(25.0)
Stock and options issued for incentive plans	—	—		—	0.2		2.3		(0.2)		—		2.3
September 25, 2021	63.6	$	0.6	14.7	$	(880.1)	$	218.5	$	1,115.8	$	(678.1)	$	(223.3)

See accompanying notes to Condensed Consolidated Financial Statements.

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TUPPERWARE BRANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021
Operating Activities
Net income (loss)	$	17.9	$	(5.2)
Less: (income) loss from discontinued operations	(14.7)		141.4
Income from continuing operations	$	3.2	$	136.2

Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	28.9		29.2
Unrealized foreign exchange loss	0.8		—
Stock-based compensation	4.9		6.2
Amortization of deferred debt issuance costs	1.2		4.1
Loss (gain) on disposal of assets	1.6		(9.9)
Provision for credit losses	6.5		3.8
Loss on debt extinguishment	—		8.1
Write-down of inventories	5.1		9.2
Net change in deferred taxes	0.1		(37.5)
Net cash settlement from hedging activity	0.8		(4.2)
Other	(0.3)		(0.2)
Changes in assets and liabilities:
Accounts receivable	5.7		1.3
Inventories	(31.5)		(70.1)
Non-trade accounts receivable	(0.6)		(13.7)
Prepaid expenses and other current assets	(11.4)		(4.2)
Other assets	(8.1)		(0.9)
Accounts payable and accrued liabilities	(53.1)		(39.0)
Income taxes payable	(8.7)		(1.5)
Other liabilities	(10.9)		(13.3)
Net cash (used in) provided by operating activities	$	(65.8)	$	3.6

Investing Activities
Capital expenditures	(25.9)		(25.1)

Proceeds from disposal of assets	4.1		14.1
Net cash used in in investing activities	$	(21.8)	$	(11.0)

Financing Activities
Term loan repayment	(7.1)		(101.2)
Borrowings on revolver facility	209.0		—
Repayment of revolver facility	(188.2)		—
Net increase in short-term debt	2.0		94.4
Debt issuance costs payment	(1.4)		(2.2)
Finance lease repayments	(1.7)		(1.0)
Common stock repurchase	(75.0)		(25.0)
Cash payments of employee withholding tax for stock awards	(1.9)		(2.9)
Proceeds from exercise of stock options	—		0.5
Net cash used in financing activities	$	(64.3)	$	(37.4)

Table of contents

39 weeks ended
(In millions) September 30,
2017 September 24,
2016
Operating Activities:
Net income $ 61.1
$ 144.6
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 45.3
43.8
Unrealized foreign exchange loss 0.3
0.3
Equity compensation 14.1
13.0
Amortization of deferred debt costs 0.4
0.5
Net gains on disposal of assets (7.0 ) (24.7 )
Provision for bad debts 13.1
8.7
Write-down of inventories 7.1
8.2
Non-cash impact of re-engineering and impairment costs 66.8
—
Net change in deferred income taxes (42.7 ) (16.5 )
Excess tax benefits from share-based payment arrangements —
(0.3 )
Changes in assets and liabilities:

Accounts and notes receivable (35.7 ) (6.7 )
Inventories (42.8 ) (23.4 )
Non-trade amounts receivable 0.1
(7.4 )
Prepaid expenses (4.9 ) (6.2 )
Other assets (5.4 ) (1.3 )
Accounts payable and accrued liabilities 14.1
(34.5 )
Income taxes payable (11.7 ) (5.4 )
Other liabilities 2.4
5.3
Net cash impact from hedging activity 5.8
(5.6 )
Other 0.4
(0.1 )
Net cash provided by operating activities 80.8
92.3
Investing Activities:

Capital expenditures (52.6 ) (38.2 )
Proceeds from disposal of property, plant and equipment 11.7
31.8
Net cash used in investing activities (40.9 ) (6.4 )
Financing Activities:

Dividend payments to shareholders (103.9 ) (104.0 )
Proceeds from exercise of stock options 9.9
0.6
Repurchase of common stock (0.6 ) (1.1 )
Repayment of capital lease obligations (1.6 ) (1.7 )
Net change in short-term debt 76.1
33.0
Excess tax benefits from share-based payment arrangements —
0.3
Net cash used in financing activities (20.1 ) (72.9 )
Effect of exchange rate changes on cash and cash equivalents 5.9
5.7
Net change in cash and cash equivalents 25.7
18.7
Cash and cash equivalents at beginning of year 93.2
79.8
Cash and cash equivalents at end of period $ 118.9
$ 98.5


Discontinued Operations
Cash (used in) provided by operating activities	(4.8)		2.7
Cash provided by investing activities	6.9		30.5
Cash provided by discontinued operations	$	2.1	$	33.2

Effect of exchange rate changes on cash, cash equivalents and restricted cash	(12.4)		(6.4)
Net change in cash, cash equivalents and restricted cash	(162.2)		(18.0)
Cash, cash equivalents and restricted cash at beginning of year	273.8		150.5
Cash, cash equivalents and restricted cash at end of period (a) (b)	$	111.6	$	132.5

(a) Includes $0.0 million and $0.7 million of cash on discontinued operations as of September 24, 2022 and September 25, 2021, respectively.

(b) Includes Restricted Cash of $2.8 million in Prepaid Expenses and Other Current Assets and $5.9 million in Other Assets, net as of September 24, 2022 and $1.8 million in Prepaid Expenses and Other Current Assets and $6.2 million in Other Assets, net as of September 25, 2021, respectively.

See accompanying ~~Notes~~notes to Condensed Consolidated Financial ~~Statements (Unaudited).~~

Statements.

Table of ~~Contents~~contents

TUPPERWARE BRANDS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


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

Note 1: Summary of Significant Accounting Policies

Basis of ~~Presentation:~~Presentation

The ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements include the accounts of Tupperware Brands Corporation and its subsidiaries, collectively ~~“Tupperware”~~the “Company” or ~~the “Company”~~“Tupperware”, with all intercompany transactions and balances having been eliminated. ~~These condensed consolidated financial statements~~The Company prepared the unaudited Condensed Consolidated Financial Statements in accordance with United States generally accepted accounting principles (“GAAP”) and ~~related notes should be read in conjunction with the audited 2016 financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.~~

~~Certain prior year amounts have been reclassified to conform with current year presentation.~~

~~These condensed consolidated financial statements are unaudited and have been prepared following~~ the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and, in the Company's opinion, reflect all adjustments, including normal recurring items that are necessary for a fair statement of ~~the~~ results of operations, comprehensive income, financial position, equity and cash flows for the ~~interim periods.~~ periods presented.

Certain information and note disclosures normally included in the ~~balance sheet,~~financial statements ~~of income, comprehensive income and cash flows~~ prepared in conformity with ~~accounting principles generally accepted in the United States of America~~GAAP for complete financial statements have been condensed or omitted as permitted by such rules and regulations. As such, the accompanying unaudited Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited 2021 Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 25, 2021. Operating results of any interim period presented herein are not necessarily indicative of the results that may be expected for a full fiscal year.

Out-of-Period Misstatements

In the third quarter of 2022, the Company recorded an out-of-period adjustment to income tax expense which resulted in a $1.3 million decrease in income from continuing operations. This error resulted from intercompany costs which were allocated to an incorrect legal entity resulting in a net understatement of income tax expense for the entities. The ~~Company's fiscal year ends~~Company has recorded an aggregate net $2.6 million decrease in income from continuing operations in the year-to-date period ended September 24, 2022, composed of the above-referenced adjustment and three other adjustments identified in the second quarter of 2022. Management has determined that these errors were not material to any of its previously issued financial statements individually or in the aggregate.

Discontinued Operations

Discontinued operations include certain key brands of the Company’s beauty business, including House of Fuller, Nutrimetics, Nuvo, and Avroy Shlain. Avroy Shlain was sold in the first quarter of 2021, House of Fuller Mexico was sold in the second quarter of 2022, and, as noted in Note 13: Held for Sale Assets and Discontinued Operations, Nutrimetics was sold on July 1, 2022. The Company is currently in discussions with a potential buyer for Nuvo with the ~~last Saturday~~intention of ~~December. As~~having a ~~result, the 2016 fiscal year included 53 weeks with 14 weeks~~deal signed and completed in the fourth quarter ~~whereas~~of 2022.

In the ~~2017 fiscal year will include 52 weeks with 13 weeks~~third quarter of 2021, the Company determined that these dispositions represented a strategic shift that would have a major effect on its results of operations. As such, the results of the beauty business are reflected as discontinued operations including all comparative prior period information in these Condensed Consolidated Financial Statements. Certain costs previously allocated to the ~~fourth quarter.~~beauty business for segment reporting purposes do not qualify for classification within discontinued operations and have been reallocated to continuing operations. See Note 13: Held for Sale Assets and Discontinued Operations, for additional information.

Use of ~~Estimates:~~Estimates

The preparation of ~~financial statements~~Condensed 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,~~Condensed Consolidated Financial Statements, as well as the reported amounts of ~~revenues~~net sales and expenses during the reporting period. Actual results could differ materially from these estimates.

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~~Note 2:~~	~~Shipping and Handling Costs~~

Economic Uncertainties

For the third quarter ended September 24, 2022, the Company's business activities continued to be impacted by the Coronavirus pandemic (“COVID-19”), most notably in China, where lockdowns persist. In addition, the Company's business activities, particularly in Europe, continued to experience volatility and were impacted by lower consumer sentiment and increased cost of energy. Inflation has increased globally resulting in less disposable income for consumers and lower consumer sentiment. The U.S. dollar has strengthened against the Euro, Japanese Yen, and other currencies. This continues to be a headwind for the Company as its foreign denominated revenues are translated into USD at lower exchange rates negatively impacting results.As a result, many of the Company's estimates and assumptions require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company's estimates may change materially in future periods.

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Equity

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 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.

New Accounting Pronouncements

Standards Recently Adopted

In 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 optional guidance for a limited period of time to 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, 2022. 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 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 discontinued, but are modified as a result of the discontinuing transition. This guidance was effective upon issuance through December 31, 2022. The Company adopted this guidance during the third quarter of 2022 and the adoption did not have any material impact on its Consolidated Financial Statements.

Note 2: Distribution Costs

The cost of products sold line item includes costs related to the purchase and ~~manufacture~~manufacturing 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,~~materials, work in process and packing materials. The warehousing and distribution costs of finished goods are included in ~~delivery, sales~~the selling, general and administrative expense ~~(“DS&A”).~~line item. 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~~

Distribution costs included in DS&A expense for the third quarters of 2017 and 2016 were $35.0 million and $32.6 million, respectively, and for the year-to-date periods ended September 30, 2017 and September 24, 2016 were $105.5 million and $99.1 million, respectively.were:


	13 weeks ended				39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Distribution costs	$	26.7	$	32.5	$	91.3	$	113.2


~~Note 3:~~	~~Promotional Costs~~

Note 3: Promotional Costs

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. These activities are ancillary to the Company’s business, but considered separate and distinct services from sales, which are measured by defined group/team 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 who achieve the targeted number of product demonstrations over a specified period. The period runs from 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.

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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 who 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~~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 were:


	13 weeks ended				39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Promotional costs	$	41.6	$	51.9	$	138.9	$	184.6

Note 4: Incentive Compensation Plans

Stock Options

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	(479,248)	52.80

Outstanding at September 24, 2022	2,754,424	$	38.25	$	5.0

Exercisable at September 24, 2022	1,754,424	$	58.57	$	—

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 activity for such awards in 2022 is summarized in the following table:

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	Shares outstanding	Weighted average grant date fair value
Outstanding at December 25, 2021	4,500,211	$	5.71
Time-vested shares granted	1,209,268	11.49

Performance and market shares granted	694,904	13.16
Performance share adjustments	(636,549)	14.74
Vested	(502,767)	9.89
Forfeited	(816,567)	10.86
Outstanding at September 24, 2022	4,448,500	$	5.77

Stock-based compensation expense was:


	13 weeks ended				39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Stock options	$	0.1	$	0.1	$	0.3	$	0.4
Time, performance, and market vested share awards	$	(1.1)	$	2.2	$	4.6	$	5.8

Unrecognized stock-based compensation expense and the weighted average years to recognize the unrecognized stock-based compensation was as follows:


	As of
(In millions of U.S. Dollars)	September 24, 2022
Unrecognized stock-based compensation expense	$	16.1
Weighted average years to recognize the unrecognized stock-based compensation	2.5 years

Under the Company's stock incentive programs, in certain jurisdictions, employees are allowed to use shares retained by the Company to 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:


	39 weeks ended
(In millions of U.S. Dollars, except share amounts)	September 24, 2022		September 25, 2021
Shares retained to fund withholding taxes	105,655		102,019
Value of shares retained to fund withholding taxes	$	1.9	$	2.9

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Note 5: Re-engineering Charges

Re-engineering charges are mainly related to the “Turnaround Plan” which was launched in mid-2020 under the new leadership. The key elements of the Turnaround Plan include: increasing the Company's right-sizing plans to improve profitability, accelerating the divestiture of non-core assets to strengthen the balance sheet, restructuring the Company’s debt to enhance liquidity, and structurally fixing the Company’s core business to create a more sustainable business model. Re-engineering charges are primarily related to severance costs, outside consulting services, and facility costs. The Company expects re-engineering expenses to continue this year and next year related to the Turnaround Plan. Total charges incurred to date related to the Turnaround Plan are approximately $56.0 million, including $48.7 million related to severance charges, and $7.3 million related to other ~~sales force compensation expenses~~charges, primarily consulting costs. The Company expects to incur $20.0 million to $30.0 million of Turnaround Plan charges in 2022. Turnaround Plan charges for 2023 have not yet been approved by Board of Directors.

Re-engineering charges were:


	13 weeks ended				39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Turnaround plan	$	4.5	$	1.6	$	13.0	$	8.2
Other	—		0.2		—		1.5

Total re-engineering charges	$	4.5	$	1.8	$	13.0	$	9.7

Total re-engineering charges by segments

Total re-engineering charges by segment were:


	13 weeks ended				39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Asia Pacific	0.4		0.5		0.7		2.1
Europe	0.7		1.1		5.2		4.0
North America	—		0.3		—		1.7
South America	(0.1)		—		0.2		0.2
Corporate	3.5		(0.1)		6.9		1.7
Total re-engineering charges by segment	$	4.5	$	1.8	$	13.0	$	9.7

The balance included in ~~DS&A expense totaled $86.4 million and $89.5 million~~accrued liabilities related to the Turnaround Plan was:


	As of
(In millions of U.S. Dollars)	September 24, 2022		December 25, 2021
Beginning balance	$	12.9	$	18.7
Provision	13.0		14.8

Currency translation adjustment	(0.5)		(0.4)
Cash expenditures:
Severance	(9.9)		(12.7)
Other	(0.7)		(7.5)

Ending balance	$	14.8	$	12.9

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Note 6: Income Taxes

The effective tax rate was:


	13 weeks ended				39 weeks ended
	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Effective tax rate	152.8	%	(25.8)	%	91.1	%	19.1	%

The change in the effective tax rate for the third ~~quarters~~quarter of ~~2017~~2022 as compared to the third quarter of 2021, was primarily due to:

•a non-recurring favorable impact from a tax policy change elected in the prior year related to a tax method change for certain direct and ~~2016, respectively,~~indirect costs of inventory and ~~$274.0~~self-constructed assets under Internal Revenue Code (IRC) Section 263A,

•an unfavorable jurisdictional mix of earnings, significantly impacted by the marginal pre-tax earnings in the third quarter of 2022,

•negative impact of the Global Intangible Low Taxed Income (GILTI) regime, which results in a reduction of benefits on domestic losses,

•additional valuation allowance on disallowed interest expense due to the change in IRC Section 163(j) rules from EBITDA to EBIT. The Company maintains a full valuation allowance on deferred tax assets for interest carryforwards, and

•as described in Note 1: Summary of Significant Accounting Policies, the Company recorded an out-of-period adjustment to income tax expense during the third quarter of 2022 which resulted in a $1.3 million ~~and $281.2 million~~decrease in income from continuing operations. This error resulted from intercompany costs which were allocated to an incorrect legal entity resulting in a net understatement of income tax expense for the ~~year-to-date periods ended September 30, 2017~~two entities.

On August 16, 2022, President Biden signed the Inflation Reduction Act (the “IRA) into law, which includes implementation of a new alternative minimum tax, a nondeductible excise tax on stock buybacks and ~~September 24, 2016, respectively.~~significant tax incentives for energy and climate initiatives, among other provisions.The Company has evaluated the various provisions of the IRA and has determined there are no material impacts on its operations or reporting requirements.

There was no change in the third quarter of 2022 to the uncertain tax position reserves. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. The Company is currently under examination or contesting proposed adjustments by various state and international tax authorities for fiscal years ranging from 2004 through 2020.

~~Table~~While the Company does not currently expect material changes, it is reasonably possible that the conclusion of, ~~Contents~~or new developments in, audits in foreign jurisdictions could impact the Company's assessment relative to the establishment of valuation allowances against certain existing deferred tax assets. An estimate of the range of possible changes cannot be made for remaining unrecognized tax benefits because of the significant number of jurisdictions in which the Company does business and the number of open tax periods.

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~

Note 7: Earnings Per Share


~~Note 4:~~	~~Inventories~~

(In millions) September 30,
2017 December 31,
2016
Finished goods $ 228.2
$ 189.4
Work in process 29.5
23.0
Raw materials and supplies 33.4
28.0
Total inventories $ 291.1
$ 240.4


~~Note 5:~~	~~Net Income Per Common Share~~

Basic earnings (loss) per share ~~information~~- Total is calculated by dividing net income (loss) by the ~~weighted average number of shares outstanding.~~basic weighted-average shares. Diluted earnings (loss) per share ~~information~~- Total is calculated by also considering the impact of ~~potential common~~dilutive securities such as stock options, restricted shares, restricted stock units and performance share units on both net income (loss) and the ~~weighted average number~~basic weighted-average shares. In the third quarter of 2022, the dilutive impact of outstanding stock options, restrictive stock units, and performance and market based shares ~~outstanding.~~were excluded from dilutive shares as a result of the Company's (Loss) income from continuing operations as their inclusion would have been anti-dilutive.

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


	13 weeks ended				39 weeks ended
(In millions of U.S. Dollars, except per share amounts)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
(Loss) income from continuing operations	$	(3.8)	$	60.4	$	3.2	$	136.2
Income (loss) on discontinued operations	$	20.6	$	(146.5)	$	14.7	$	(141.4)
Net income (loss)	$	16.8	$	(86.1)	$	17.9	$	(5.2)

Basic weighted-average shares	44.5		49.4		46.0		49.5

Effect of dilutive securities	—		3.4		3.0		3.6
Diluted weighted-average shares	44.5		52.8		49.0		53.1

Basic (loss) earnings from continuing operations - per share	$	(0.09)	$	1.22	$	0.07	$	2.75
Basic earnings (loss) from discontinued operations - per share	$	0.47	$	(2.97)	$	0.32	$	(2.85)
Basic earnings (loss) per share - Total	$	0.38	$	(1.75)	$	0.39	$	(0.10)

Diluted (loss) earnings from continuing operations - per share	$	(0.09)	$	1.14	$	0.07	$	2.56
Diluted earnings (loss) from discontinued operations - per share	$	0.47	$	(2.77)	$	0.30	$	(2.66)
Diluted earnings (loss) per share - Total	$	0.38	$	(1.63)	$	0.37	$	(0.10)

Excluded anti-dilutive shares	2.5		2.4		2.6		2.6

13 weeks ended 39 weeks ended
(In millions, except per share amounts) September 30,
2017 September 24,
2016 September 30,
2017 September 24,
2016
Net income $ 31.4
$ 48.8
$ 61.1
$ 144.6
Weighted-average shares of common stock outstanding 50.9
50.5
50.8
50.5
Common equivalent shares:
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance share units 0.4
0.3
0.5
0.2
Weighted-average common and common equivalent shares outstanding 51.3
50.8
51.3
50.7
Basic earnings per share $ 0.62
$ 0.97
$ 1.20
$ 2.86
Diluted earnings per share $ 0.61
$ 0.96
$ 1.19
$ 2.85
Shares excluded from the determination of potential common stock because inclusion would have been anti-dilutive 1.0
0.9
1.0
1.4

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~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~


~~Note 6:~~	Note 8: Accumulated Other Comprehensive Loss

(In millions, net of tax) Foreign Currency Items Cash Flow Hedges Pension and Other Post-retirement Items Total
Balance at December 31, 2016 $ (544.3 ) $ 4.9
$ (32.1 ) $ (571.5 )
Other comprehensive income (loss) before reclassifications 55.1
(5.4 ) (5.2 ) 44.5
Amounts reclassified from accumulated other comprehensive loss —
(0.6 ) 0.7
0.1
Net current-period other comprehensive income (loss) 55.1
(6.0 ) (4.5 ) 44.6
Balance at September 30, 2017 $ (489.2 ) $ (1.1 ) $ (36.6 ) $ (526.9 )

The change in accumulated other comprehensive loss was as follows:

(In millions, net of tax) Foreign Currency Items Cash Flow Hedges Pension and Other Post-retirement Items Total
Balance at December 26, 2015 $ (490.6 ) $ 4.3
$ (35.7 ) $ (522.0 )
Other comprehensive income (loss) before reclassifications (20.2 ) 0.2
(0.7 ) (20.7 )
Amounts reclassified from accumulated other comprehensive loss —
(3.1 ) 1.5
(1.6 )
Net current-period other comprehensive income (loss) (20.2 ) (2.9 ) 0.8
(22.3 )
Balance at September 24, 2016 $ (510.8 ) $ 1.4
$ (34.9 ) $ (544.3 )

~~Pretax~~


(In millions of U.S. Dollars, net of tax)	Foreign Currency Items (a), (d)		Cash Flow Hedges (b)		Pension and Other Post-retirement Items (c)		Total
Balance at December 25, 2021	$	(664.5)	$	0.2	$	(23.6)	$	(687.9)


Other comprehensive (loss) income before reclassifications	(17.5)		0.5		0.4		(16.6)
Amounts reclassified from accumulated other comprehensive loss	102.6		(0.6)		0.4		102.4
Other comprehensive income (loss)	85.1		(0.1)		0.8		85.8

Balance at September 24, 2022	$	(579.4)	$	0.1	$	(22.8)	$	(602.1)

____________________

(a) Foreign currency amounts reclassified from accumulated other comprehensive loss impact the other expense, net, other than amounts related to the disposal of House of Fuller Mexico and Nutrimetics described in (d) below.

(b) Cash flow hedge amounts reclassified from accumulated other comprehensive loss impact the cost of products sold line item in the Condensed Consolidated Statements of Income. See additional information for cash flow hedges at Note 14: Derivative Financial Instruments and Hedging Activities.

(d) Ending balance reflects $132.7 million of accumulated foreign currency losses that were reclassified out as a result of the disposal of the House of Fuller Mexico entity. The loss was fully reserved and recorded as a loss in discontinued operations in 2021. This is partially offset by $30.1 million of accumulated foreign currency gains that were reclassified as a result of the disposal of Nutrimetics. For more information see Note 13: Held for Sale Assets and Discontinued Operations.


(In millions of U.S. Dollars, net of tax)	Foreign Currency Items (a)		Cash Flow Hedges (b)		Pension and Other Post-retirement Items (c)		Total
Balance at December 26, 2020	$	(648.4)	$	0.2	$	(37.7)	$	(685.9)


Other comprehensive income before reclassifications	4.4		0.5		0.4		5.3
Amounts reclassified from accumulated other comprehensive loss	—		(0.2)		2.7		2.5
Other comprehensive income	4.4		0.3		3.1		7.8

Balance at September 25, 2021	$	(644.0)	$	0.5	$	(34.6)	$	(678.1)

____________________

(a) Foreign currency amounts reclassified from accumulated other comprehensive income (loss) impact the other expense, net line item in the Condensed Consolidated Statements of Income.

(b) Cash flow hedge amounts reclassified from accumulated other comprehensive income (loss) impact the cost of products sold line item in the Condensed Consolidated Statements of Income (Loss). See additional information for cash flow hedges at Note 14: Derivative Financial Instruments and Hedging Activities.

Amounts reclassified from accumulated other comprehensive loss that related to cash flow hedges consisted of:



	39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021
Cash flow hedge (gains) losses	$	(0.8)	$	0.2
Tax provision	0.2		—
Amounts reclassified from accumulated other comprehensive loss for cash flow hedges	$	(0.6)	$	0.2

Table of net gains of $1.0 million and $4.3 million for the year-to-date periods ended September 30, 2017 and September 24, 2016, respectively. Associated with these items were tax provisions of $0.4 million and $1.2 million, respectively. See Note 11 for further discussion of derivatives.contents

~~For the year-to-date periods ended September 30, 2017 and September 24, 2016, pretax amounts~~Amounts reclassified from accumulated other comprehensive loss related to pension and other post-retirement items consisted of:



	39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021
Prior service (benefit) costs	$	(0.5)	$	0.4
Settlements gains	—		(1.4)
Actuarial losses (gains)	1.2		(2.6)
Tax (benefit) provision	(0.3)		0.9
Amounts reclassified from accumulated other comprehensive loss related to pension and other post-retirement items	$	0.4	$	(2.7)

Note 9: Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with a maturity of ~~prior service benefits~~three months or less when purchased to be cash equivalents. Cash and cash equivalents include time deposits, certificates of ~~$1.1 million~~deposit, or similar instruments. Any funds that the Company is legally restricted to withdraw, including compensating balances, are classified as restricted cash. Restricted cash is recorded in each year, actuarial losses of $1.1 million and $1.3 million, respectively, and pension settlement costs of $0.9 million and $1.5 million, respectively. The tax benefits associated with these items were $0.2 million in each year. See Note 13 for further discussion of pensionprepaid expenses and other ~~post-retirement benefit costs.~~current assets and in the other assets, net line items in the Condensed Consolidated Balance Sheet. A reconciliation of the Company’s cash and cash equivalents in the Condensed Consolidated Balance Sheet to cash, cash equivalents, and restricted cash at end of period in the Condensed Consolidated Statement of Cash Flows is as follows:


	As of
(In millions of U.S. Dollars)	September 24, 2022		December 25, 2021
Cash and cash equivalents	$	102.9	$	267.2


Restricted cash	8.7		6.6
Cash, cash equivalents and restricted cash at end of period	$	111.6	$	273.8

Note 10: Accounts Receivable

The accounts receivable and allowance for credit losses balance was:


	As of
(In millions of U.S. Dollars)	September 24, 2022		December 25, 2021
Accounts receivable	$	93.6	$	117.3


Allowance for credit losses	(21.7)		(31.1)
Accounts receivable, net	$	71.9	$	86.2

Note 11: Inventories

Inventories balance net of any inventory allowance was:


	As of
(In millions of U.S. Dollars)	September 24, 2022		December 25, 2021
Finished goods	$	183.2	$	181.2



Work in process	35.8		28.4



Raw materials and supplies	30.7		22.6



Inventory, net	$	249.7	$	232.2

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~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~

Note 12: Long-Term Receivables

The long-term receivables and allowance for long-term receivables balance was as follows:


~~Note 7:~~	~~Re-engineering and Impairment Costs~~As of
(In millions of U.S. Dollars)	September 24, 2022
Long-term receivables, gross	$	27.7

Beginning balance for allowance for long-term receivables	$	(25.6)
Write-offs	—
Recoveries	0.1
Provision	(1.7)
Currency translation adjustment	3.0
Allowance for long-term receivables	$	(24.2)

Long-term receivables, net	$	3.5

~~The Company recorded $9.0~~

As of December 25, 2021, gross long-term receivables was $33.3 million and ~~$2.4 million in re-engineering charges during~~ the ~~third quarters~~associated allowance was $25.6 million.

Majority of ~~2017~~long-term receivables from both active and ~~2016, respectively, and $43.9 million and $5.4 million for the year-to-date periods ended September 30, 2017 and September 24, 2016, respectively.~~

~~In 2017, these charges~~inactive customers that are past due were ~~primarily related to restructuring actions taken in connection with~~reserved through the Company's ~~plans, through 2018 or 2019, to rationalize its supply chain~~allowance for credit losses. Long-term receivables, gross that were past due were:


	As of
(In millions of U.S. Dollars)	September 24, 2022		December 25, 2021
Long-term receivables past due	$	24.1	$	29.2

Note 13: Held for Sale Assets and to adjust the cost base of several marketing units. The restructuring 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 decision to wind-down Beauticontrol, the Company also recorded $3.2 million in cost of sales for inventory obsolescence.Discontinued Operations

The total cost of the restructuring actions 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. The Company expects about 90 percent of second quarter 2017 forward re-engineering costs to require cash outflows and for these to be funded with cash flow from

Discontinued 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.

~~The re-engineering charges by segment during the third quarter of 2017 and for the year-to-date period ended September 30, 2017 were as follows:~~

13 weeks ended 39 weeks ended
(In millions) September 30,
2017 September 30,
2017
Europe $ 2.2
$ 28.5
Asia Pacific 3.8
4.8
Tupperware North America 0.3
0.3
Beauty North America 2.7
10.3
Total re-engineering charges $ 9.0
$ 43.9

~~In 2016, the charges were primarily related to severance costs incurred for headcount reductions in several~~include certain key brands of the Company’s ~~operations~~beauty business including Avroy Shlain, House of Fuller, Nutrimetics, and Nuvo. Avroy Shlain was sold in ~~connection with changes in its management and organizational structures.~~

~~The balances included in accrued liabilities related to re-engineering and impairment charges as of September 30, 2017 and December 31, 2016 were as follows:~~

(In millions) September 30,
2017 December 31,
2016
Beginning of the year balance $ 1.6
$ 1.7
Provision 43.9
7.6
Non-cash charges (4.0 ) (0.3 )
Cash expenditures:
Severance (6.9 ) (5.2 )
Other (1.5 ) (2.2 )
End of period balance $ 33.1
$ 1.6

~~The accrual balance as of September 30, 2017, related primarily to severance payments to be made through~~ the ~~second~~first quarter of ~~2018.~~

~~Table~~2021 and House of ~~Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~


~~Note 8:~~	~~Goodwill and Intangible Assets~~

~~The Company's goodwill and intangible assets relate primarily to~~Fuller Mexico was sold on May 4, 2022. On July 1, 2022 the ~~December 2005 acquisition~~Company closed on the sale of ~~the direct-to-consumer businesses of Sara Lee Corporation.~~its Nutrimetics beauty business. The Company ~~has early adopted~~ ~~Accounting Standards Update 2017-04: Simplifying~~is currently in discussions with a potential buyer for Nuvo with the ~~Test for Goodwill Impairment~~.intention of having a deal signed and completed in the fourth quarter of 2022.

In the third quarter of ~~2017,~~2021, the Company ~~completed~~had determined that these dispositions represented a strategic shift that would have a major effect on its results of operations. As such, reflected below are the ~~annual assessments~~results of the beauty business as discontinued operations including all comparative prior period information in these Condensed Consolidated Financial Statements. Certain costs previously allocated to the beauty business for ~~all~~segment reporting purposes do not qualify for classification within discontinued operations and have been reallocated to continuing operations. For the year ended December 25, 2021, the Company recognized a loss on the classification of ~~its reporting units~~held for sale assets of House Fuller, Nutrimetics, and ~~indefinite-lived intangible assets, concluding there~~Nuvo of $133.5 million based on total expected proceeds less costs to sell. The loss primarily related to currency translation losses of $140.9 million which was in accumulated other comprehensive income. In connection with the loss, the Company recorded a contra-asset and liability on the balance sheet. Approximately $133.0 million of currency translation losses and $30.1 million of currency translation gains in accumulated other comprehensive income and the equivalent amount of the contra-asset liability were ~~no impairments. The Company performed only qualitative assessments~~derecognized and removed from the balance sheet in ~~the third quarter of 2017.~~

In the second quarter of ~~2017, as part~~2022 and third quarter of ~~its on-going assessment~~2022 upon the completion of ~~goodwill and intangible assets,~~ the ~~Company noted that the sales, profitability and cash flow~~sale of House of Fuller Mexico ~~had fallen below its recent trend lines~~ and ~~would fall significantly short~~Nutrimetics, respectively.

Table of ~~previous expectations for the year. As a result, the Company performed an interim impairment test as~~contents

Financial Information of ~~the end of May 2017, recording an impairment charge of $62.9 million.~~Discontinued Operations

The ~~May 2017 impairment evaluation~~results of ~~the goodwill associated with the Fuller Mexico reporting unit involved comparing the fair value~~operations are presented as discontinued operations as summarized below:


	13 weeks ended				39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Net sales	$	3.1	$	45.2	$	62.7	$	139.7
Cost of products sold	1.3		16.9		24.4		51.6
Gross profit	$	1.8	$	28.3	$	38.3	$	88.1

Selling and administrative expenses	2.6		23.5		43.6		77.9
Re-engineering charges	—		0.1		0.4		0.1
Other (income) expense ,net	(0.1)		0.4		0.5		2.0
(Loss) income from operations of discontinued operations before tax	$	(0.7)	$	4.3	$	(6.2)	$	8.1
Gain (loss) on disposal of assets	22.6		(148.1)		$	21.4	$	(147.1)
Income (loss) from discontinued operations before income taxes	$	21.9	$	(143.8)	$	15.2	$	(139.0)

Provision for income taxes	1.3		2.7		0.5		2.4
Net Income (loss) from discontinued operations	$	20.6	$	(146.5)	$	14.7	$	(141.4)

The carrying amount of the reporting unit to its carrying value, including the goodwill balance, after consideration of impairment to its long-lived assets. There were no impairments of any long-lived assets. The fair value analysis for Fuller Mexico was completed using a combination of the income and market approach with a 75 percent weighting on the income approach, which was considered a Level 3 measurement within the fair value hierarchy. The significant assumptions used in the income approach included estimates regarding future operations and the ability to generate cash flows, including projections of revenue, costs, utilizationmajor classes of assets and ~~capital requirements. The income approach, or discounted cash flow approach, also requires an estimate~~liabilities classified as ~~to the appropriate discount rate to be used. The most sensitive estimate~~held for sale that were included in this valuation 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 used a forecast period of 10 years with annual revenue growth rates ranging from negative 10 percent to positive 4 percent, a compound average growth rate of 1.6 percent,discontinued operations at September 24, 2022 and a 3 percent growth rate used in calculating the terminal value. The discount rate used was 15.8 percent. The growth rates were determined by reviewing historical results of the operating unit and the historical results of the Company’s other similar business units, along with the expected contribution from growth strategies being implemented. The market approach relies on an analysis of publicly-traded companies similar to Tupperware and deriving a range of revenue and profit multiples. The publicly-traded companies usedDecember 25, 2021 are shown in the market approach were selected based on their having similar product lines of consumer goods, beauty products and/or companies using a direct-to-consumer distribution method. The resulting multiples were then applied to the reporting unit to determine fair value. The goodwill was then written down so that the carrying value of the Fuller Mexico reporting unit would equal its fair value.table below.

With the estimated fair value of the reporting unit equaling its carrying value as of the end of the May 2017 evaluation, the Fuller Mexico reporting unit has a high risk of future impairment to the remaining goodwill balance of $18.9 million. Fuller Mexico's performance in the third quarter of 2017 was not out of line with assumptions built into the fair value evaluation performed as of the end of May 2017, despite the impact of the natural disasters in Mexico during the third quarter of 2017. Any lingering impacts into the fourth quarter 2017 are expected to be temporary and not impactful to the long-term value of the business. A deterioration in key operating metrics, such as sales force size, and/or operating performance significantly below current expectations, including changes in projected future revenue, profitability and cash flow, as well as higher working capital, interest rates, or cost of capital, could have a negative effect on the fair value of the reporting unit. In addition, the Company is unable to predict, at this time, whether there will be a significant, long-term impact to the Fuller Mexico operations due to changes in the macro-economic environment. Should the Company's programs and strategies to improve the key performance indicators as outlined above not be able to overcome the general trends in the business and/or macro-economic factors in the time frame forecast, which could also impact the long-term discount rate values used in estimating fair value, the estimated fair value of the reporting unit could fall below its carrying value. This would result in recording an impairment to the goodwill of Fuller Mexico.

Table of ~~Contents~~contents

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~


~~Note 9:~~	~~Segment Information~~

The Company manufactures and distributes a broad portfolio of products, primarily through independent direct sales consultants. Certain operating segments have been aggregated based upon geography, consistency of economic substance, products, production process, class of customers and distribution method.


	As of
(In millions of U.S. Dollars)	September 24, 2022		December 25, 2021
Assets
Cash and cash equivalents	$	—	$	0.2
Accounts receivable, net	2.9		14.9
Inventory, net	4.0		25.8
Non-trade accounts receivable, net	—		2.2
Prepaid expenses and other current assets	0.5		1.5
Accumulated translation adjustment losses, current	(7.4)		(36.7)
Total assets of discontinued operations - current	$	—	$	7.9

Deferred tax assets, net	—		6.2
Property, plant and equipment, net	0.8		7.8
Operating lease assets	1.8		11.1

Trade names, net	—		6.7
Goodwill	1.9		1.7
Other assets, net	—		2.7
Accumulated translation adjustment losses	(4.5)		(17.7)
Assets held for sale	$	—	$	18.5
Total assets of discontinued operations	$	—	$	26.4

Liabilities
Accounts payable	$	1.3	$	17.0

Accrued liabilities	1.5		30.5
Accumulated translation adjustment losses, current	3.9		88.3
Total liabilities of discontinued operations - current	$	6.7	$	135.8


Operating lease liabilities	1.0		8.6
Other liabilities	—		9.2

Liabilities held for sale	$	1.0	$	17.8
Total liabilities of discontinued operations	$	7.7	$	153.6

~~The Company's reportable segments include the following:~~



~~Europe~~	~~Primarily design-centric preparation, storage and serving solutions for the kitchen and home through the Tupperware~~^® ~~brand. Europe also includes Avroy Shlain~~^®~~in South Africa and Nutrimetics~~^® ~~in France, which sell beauty and personal care products. Some units in Asia Pacific also sell beauty and personal care products under the NaturCare~~^®~~, Nutrimetics~~^® ~~and Fuller~~^® ~~brands.~~
~~Asia Pacific~~
~~Tupperware North America~~
~~Beauty North America~~	~~Premium cosmetics, skin care and personal care products marketed under the BeautiControl~~^® ~~brand in the United States, Canada and Puerto Rico through the third quarter 2017 and Fuller Cosmetics~~^® ~~brands in Mexico and Central America.~~
~~South America~~	~~Both housewares and beauty products under the Fuller~~^®~~, Nutrimetics~~^®~~, Nuvo~~^® ~~and Tupperware~~^® ~~brands.~~

Worldwide sales of beauty and personal care products totaled $86.8 million and $87.2 million in the third quarters of 2017 and 2016, respectively, and $253.1 million and $272.1 million in the respective year-to-date periods.

Table of ~~Contents~~contents

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~

Note 14: Derivative Financial Instruments and Hedging Activities

13 weeks ended 39 weeks ended
(In millions) September 30,
2017 September 24,
2016 September 30,
2017 September 24,
2016
Net sales:
Europe $ 110.8
$ 107.3
$ 395.7
$ 399.6
Asia Pacific 184.4
188.9
545.2
554.8
Tupperware North America 94.7
88.1
283.6
264.4
Beauty North America 44.4
43.2
128.6
145.5
South America 105.2
94.3
314.1
247.9
Total net sales $ 539.5
$ 521.8
$ 1,667.2
$ 1,612.2
Segment profit (loss):

Europe $ (2.4 ) $ (1.8 ) $ 29.4
$ 38.0
Asia Pacific 49.5
46.8
135.7
130.4
Tupperware North America 20.3
17.2
57.8
51.2
Beauty North America (4.6 ) (2.0 ) (5.6 ) (2.3 )
South America 23.6
23.9
69.7
52.5
Total segment profit $ 86.4
$ 84.1
$ 287.0
$ 269.8
Unallocated expenses (14.4 ) (14.6 ) (46.9 ) (48.0 )
Re-engineering and impairment charges (a) (9.0 ) (2.4 ) (43.9 ) (5.4 )
Impairment of goodwill —
—
(62.9 ) —
Gains on disposal of assets 4.1
24.2
7.3
25.1
Interest expense, net (10.7 ) (12.0 ) (32.7 ) (33.8 )
Income before taxes $ 56.4
$ 79.3
$ 107.9
$ 207.7

(In millions) September 30,
2017 December 31,
2016
Identifiable assets:
Europe $ 299.8
$ 257.2
Asia Pacific 293.1
278.6
Tupperware North America 146.3
119.0
Beauty North America 167.8
214.7
South America 153.0
124.6
Corporate 648.5
593.7
Total identifiable assets $ 1,708.5
$ 1,587.8

~~_________________________~~


~~(a)~~	~~See Note 7 to the unaudited Consolidated Financial Statements for a discussion of re-engineering and impairment charges.~~

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~


~~Note 10:~~	~~Debt~~

~~Debt Obligations~~

(In millions) September 30,
2017 December 31, 2016
Fixed rate senior notes due 2021 $ 599.5
$ 599.4
Five year Revolving Credit Agreement (a) 191.0
104.0
Belgium facility capital lease 7.8
8.4
Other 0.1
0.1
Total debt obligations $ 798.4
$ 711.9

~~____________________~~


~~(a)~~	~~$95.5 million and $84.6 million denominated in euros as of September 30, 2017 and December 31, 2016, respectively.~~

~~Credit Agreement~~

As of September 30, 2017, the Company had a weighted average interest rate on outstanding LIBOR based borrowings of 2.1 percent under its multicurrency Amended and Restated Credit Agreement (“Credit Agreement”).

At September 30, 2017, the Company had $494.6 million of unused lines of credit, including $407.5 million under the committed, secured Credit Agreement, and $87.1 million available under various uncommitted lines around the world.

The Credit Agreement has customary financial covenants related to interest coverage and leverage. These restrictions are not expected to impact the Company's operations. As of September 30, 2017, and currently, the Company had considerable cushion under its financial covenants.


~~Note 11:~~	~~Derivative Instruments and Hedging Activities~~

The Company is exposed to fluctuations in foreign currency exchange rates on the earnings, cash flows, and financial position of its international operations. Although this currency risk is partially mitigated by the natural hedge arising from the ~~Company's~~Company’s local manufacturing in many markets, a strengthening ~~U.S. dollar~~United States Dollar generally has a negative impact on the ~~Company.~~Company's financial results. In response, the Company uses financial instruments to hedge certain of its exposures and to manage the foreign exchange impact to its financial statements. At its inception, a derivative financial instrument is designated as a fair value, cash flow, or net ~~equity~~investment hedge.

Fair Value Hedges

Fair value hedges are entered into with financial instruments such as forward contracts, with the objective of limiting exposure to certain foreign exchange risks primarily associated with accounts payable and non-permanent intercompany transactions. For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in current earnings. ~~In assessing hedge effectiveness, the Company excludes forward points, which are considered to be a component of interest expense.~~ The ~~forward points on~~change in fair value ~~hedges resulted~~of hedged items results in ~~pretax gains of $5.9 million and $3.4 million in the third quarters of 2017 and 2016, respectively, and $16.1 million and $11.2 million for the respective year-to-date periods.~~adjustments to their carrying amounts as follows:


	13 weeks ended				39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
(Loss) income on fair value hedges	$	(0.2)	$	1.8	$	(1.8)	$	4.1

Cash Flow Hedges

The Company also uses derivative financial instruments to hedge foreign currency exposures resulting from certain forecasted transactions or purchases and classifies these as cash flow hedges. The majority of cash flow hedge contracts that the Company enters into relate to inventory purchases or intercompany dividends. At initiation, the ~~Company's~~Company’s cash flow hedge contracts are generally for periods ranging from one month to fifteen months. The ~~effective~~ portion of the gain or loss onincluded in the ~~hedging instrument~~assessment of hedge effectiveness is recorded in other comprehensive (loss) income and is reclassified into earnings through the same line item as the ~~transactions~~transaction being hedged ~~are recorded.~~at the time the hedged transaction impacts earnings. As such, the balance at the end of the current reporting period in other comprehensive (loss) income, related to cash flow hedges, will generally be reclassified ~~into earnings~~ within the next twelve months. The associated asset or liability on the open hedges is recorded in other current assets or accrued liabilities, as applicable. ~~In assessing hedge effectiveness, the Company excludes forward points, which are included~~Changes in fair value, net of tax recorded in, or reclassified into, other comprehensive (loss) income was as ~~a component of interest expense.~~follows:

~~Table of Contents~~


	13 weeks ended				39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Pre-tax (loss) income recorded in other comprehensive (loss) income	$	(0.5)	$	0.2	$	1.1	$	0.6
Pre-tax (loss) income reclassified into income from other comprehensive (loss) income	$	(0.7)	$	—	$	0.9	$	—

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~Net Investment Hedges

~~(Unaudited)~~

The Company ~~also~~ uses derivative financial instruments, such as forward contracts and certain ~~euro~~Euro denominated intercompany borrowings ~~under its Credit Agreement,~~ to hedge a portion of its net equity investment in international operations and ~~classifies~~designates these as net ~~equity~~investment hedges. Changes in the value of these financial instruments ~~excluding any ineffective portion of the hedges,~~ are included in foreign currency translation adjustments within accumulated other comprehensive loss. The Company recorded, net of tax, in other comprehensive income a net loss of $3.8 million and $35.9 million associated with these hedges in the third quarter and year-to-date periods of 2017, respectively, and a net gain of $6.5 million and $9.9 million associated with such hedges for the respective periods of 2016. Due to the permanent nature of the investments, the Company does not anticipate reclassifying any portion of these amounts to the income statement in the next twelve months. ~~In assessing hedge effectiveness,~~Changes in fair value, net of tax, recorded in other comprehensive (loss) income and the ~~Company excludes~~pre-tax income on forward points ~~which are included~~was as ~~a component~~follows:


	13 weeks ended				39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Pre-tax income (loss) recorded in other comprehensive (loss) income	$	11.7	$	(4.0)	$	23.2	$	(4.9)

Table of ~~interest expense.~~contents

While the forward contracts used for net equity and fair value hedges of non-permanent intercompany balances mitigate its exposure to foreign exchange gains or losses, they result in an impact to operating cash flows as they are settled, whereas the hedged items do not generate offsetting cash flows. The net cash flow impact of these currency hedges for the year-to-date periods ended September 30, 2017 and September 24, 2016 was an inflow of $5.8 million and an outflow of~~$5.6 million, respectively.~~Notional Value

The Company considers the total notional value of its forward contracts as the best measure of the volume of derivative transactions. AsThe notional value of ~~September 30, 2017 and December 31, 2016, the notional amounts of outstanding~~ forward contracts to purchase ~~currencies were $157.2 million~~ and ~~$116.7 million, respectively, and the notional amounts of outstanding forward contracts to~~ sell currencies ~~were $167.7 million~~was:


	As of
(In millions of U.S. Dollars)	September 24, 2022		December 25, 2021
Notional value of forward contracts to purchase currencies	$	171.0	$	96.4
Notional value of forward contracts to sell currencies	$	170.3	$	99.2

The notional value of largest outstanding positions to purchase and ~~$109.6 million, respectively. As of September 30, 2017, the notional~~sell currencies was:


	As of
(In millions of U.S. Dollars)	September 24, 2022
Purchase Indonesian Rupiah	$	89.3
Purchase Mexican Pesos	$	53.8
Purchase Euros	$	11.4
Sell Swiss Francs	$	57.3

	As of
(In millions of U.S. Dollars)	December 25, 2021
Purchase Japanese Yen	$	14.3
Purchase United States Dollars	$	63.1
Sell Swiss Francs	$	32.6
Sell Euros	$	35.7

Fair Value Measurement

Fair values of the ~~largest~~Company's derivative positions ~~outstanding~~ were ~~to purchase $123.4 million of U.S. dollars and $23.8 million of euro and to sell $46.4 million of Swiss francs and $36.7 million of Mexican pesos.~~

determined based on third party quotations (Level 2 fair value measurement). The following table summarizes the Company's derivative positions, which are the only assets and liabilities recorded at fair value on a recurring ~~basis,~~basis:

Table of contents


		As of
Derivatives designated as hedging instruments (in millions)	Balance sheet location	September 24, 2022		December 25, 2021
Derivative assets:
Foreign exchange contracts	Non-trade accounts receivable, net	$	1.3	$	8.5

Derivative liabilities:
Foreign exchange contracts	Accrued liabilities	$	(1.3)	$	(7.3)

The Company's theoretical credit risk for each foreign exchange contract is its replacement cost, but management believes that the risk of incurring credit losses is remote and such losses, if any, would not be material. The Company is also exposed to market risk on its derivative instruments due to potential changes in foreign exchange rates; however, such market risk would be fully offset by changes in the valuation of the underlying items being hedged. For all outstanding derivative instruments, the net accrued gain or loss was recorded either in non-trade accounts receivable, net or accrued liabilities, depending upon the net position of the individual contracts. The gain or loss amounts change based upon the Company's outstanding exposure to fair value fluctuations. The Company has an accounting policy to present derivative assets and derivative liabilities on a gross basis. Including the effect of master netting arrangements that provide a right of offset upon default of the counterparty, the Company’s net derivative position amounts were:


	As of
(In millions of U.S. Dollars)	September 24, 2022		December 25, 2021
Net derivative asset	$	0.1	$	1.2

Note 15: Deferred Revenue

Deferred revenue is recorded in the accrued liabilities line item in the Condensed Consolidated Balance Sheets. Deferred revenue balance, which was primarily related to payments received in advance for orders not yet shipped, was as follows:


	As of
(In millions of U.S. Dollars)	September 24, 2022		December 25, 2021
Deferred revenue	$	8.2	$	4.5

Table of contents

Note 16: Debt

The debt portfolio consisted of:


	As of
(In millions of U.S. Dollars)	September 24, 2022		December 25, 2021
Term loan	$	369.2	$	398.5
Revolver facility	332.8		312.0
Finance leases	—		1.8
Line of credit	2.0		—
Unamortized debt issuance costs	(3.2)		(2.9)
Total debt	$	700.8	$	709.4

Current debt and finance lease obligations	$	13.0	$	8.9
Long-term debt and finance lease obligations	687.8		700.5
Total debt	$	700.8	$	709.4

Credit Agreement

On November 23, 2021, the Company and its wholly owned subsidiaries, Tupperware Products AG, Administradora Dart, S. de R.L. de C.V., and Tupperware Brands Asia Pacific Pte. Ltd. (the “Subsidiary Borrowers”), entered into a credit agreement (as amended from time to time, the “Credit Agreement”) with Wells Fargo Bank, N.A. as administrative agent (the “Administrative Agent”), swingline lender, and issuing bank; Wells Fargo Securities, LLC, BMO Capital Markets Corp., Fifth Third Bank, and Truist Securities Inc. as joint lead arrangers and joint bookrunners; and BMO Harris Bank, N.A, Fifth Third Bank, National Association, and Truist Bank, as syndication agents. The Credit Agreement provides for (i) a revolving credit facility (“Revolver Facility”) in an aggregate principal amount available to the Company and the ~~impact they had~~Subsidiary Borrowers of up to $480.0 million, (ii) a term facility available to the Company in U.S. dollars in an aggregate principal amount of $200.0 million (“USD Term Loan”) and (iii) a term facility available to the Company or the Swiss subsidiary borrower in Euros in an aggregate principal amount of €176.0 million, (“Euro Term Loan”). The USD Term Loan and Euro Term Loan are collectively defined as the “Term Loan”.

The Revolver Facility is divided into (a) global tranche, Mexican tranche, and Singaporean tranche commitments, with the aggregate amount of borrowings under each tranche not to exceed $450.0 million, $15.0 million, and $15.0 million, respectively, (b) a global tranche letter of credit facility, available up to $50.0 million of the amount of the Revolver Facility, and (c) a global tranche swingline facility, available up to $100.0 million of the amount of the Revolver Facility. Each of such tranches is available to the Company and the applicable Subsidiary Borrowers, with extensions of credit to the Subsidiary Borrowers not to exceed $325.0 million in the aggregate at any time outstanding. The Company is permitted to increase, subject to certain conditions, the Revolver Facility, the USD Term Loan and/or the Euro Term Loan so long as (i) the Revolver Facility is increased by no more than $250.0 million (for a maximum aggregate Revolver Facility of $730.0 million) and (ii) all facilities are increased by no more than $250.0 million, plus certain repayments of the loans under the Credit Agreement with Wells Fargo Bank, N.A., and the other parties, plus an unlimited amount provided that the incurrence of such amount does not cause the Consolidated Net Leverage Ratio (as defined in the Credit Agreement and which shall be calculated net of up to $100.0 million of unrestricted cash and cash equivalents (“Cash Netting”)) for the four (4) consecutive fiscal quarters then most recently ended to exceed 3.00 to 1.00.

Each of the Revolver Facility, the USD Term Loan, and the Euro Term Loan will mature on November 23, 2026. The obligations under the Credit Agreement are (a) guaranteed by (i) with respect to the Subsidiary Borrowers, the Parent Borrower and (ii) with respect to both the Parent Borrower and the Subsidiary Borrowers, each existing and subsequently acquired or organized direct or indirect material wholly-owned U.S. subsidiary of the Parent Borrower (each a “Guarantor”) and (b) secured by substantially all tangible and intangible personal property of the Parent Borrower and each Guarantor and all products, profits and proceeds of the foregoing, in each case, subject to certain exceptions.

Table of contents

incorrectness of representations and warranties in any material respect; cross-payment default and cross acceleration with respect to material indebtedness; bankruptcy; material judgments; and certain ERISA events. The Credit Agreement also includes an acceleration clause which permits the lenders to accelerate the maturity date under certain circumstances including material adverse effects on the Company's financial ~~position~~status.

The Company has prepayment options, as well as mandatory quarterly prepayments that started on March 31, 2022.

For purposes of the Credit Agreement, consolidated EBITDA represents earnings before interest, income taxes, depreciation and amortization, as adjusted to exclude unusual, non-recurring gains as well as non-cash charges and certain other items. Consolidated Net Leverage Ratio is the ratio of (a) consolidated funded indebtedness minus up to $100.0 million of unrestricted cash and cash equivalents on the last day of each measurement period to (b) consolidated EBITDA for such measurement period, and Consolidated Interest Coverage Ratio is the ratio of (x) consolidated EBITDA on the last day of each measurement period to (y) the Consolidated Interest Charges for such measurement period.

Under the Credit Agreement, the Company shall not permit as of the last day of any fiscal quarter of the Company (a) the Consolidated Net Leverage Ratio for the four (4) consecutive fiscal quarters then most recently ended to be greater than or equal to 3.75 to 1.00 (subject to Cash Netting) which may be increased two times during the term of the Credit Agreement by 0.25 to 1.00 in connection with any acquisition permitted by the Credit Agreement having aggregate cash consideration in excess of $75 million or (b) the Consolidated Interest Coverage Ratio for the four (4) consecutive fiscal quarters then ended to be less than or equal to 3.00 to 1.00.

Considering the current global market volatility, inflationary cost pressures primarily in China and Europe, and a change in the Company’s liquidity year-to-date, effective August 1, 2022, the Company entered into an agreement (the “First Amendment to Credit Agreement”) to amend certain provisions and covenants to, among other things, (i) allow for a temporary higher maximum total Net Leverage Ratio of 4.5x in the third quarter of 2022, 4.25x in the fourth quarter of 2022 and first quarter of 2023, and 3.75x in the second quarter of 2023 and thereafter to allow for additional operating flexibility to execute fully on the Company’s Turnaround Plan; (ii) introduce two additional pricing levels for total Net Leverage Ratios of 3.0x to 3.5x, and for 3.5x and higher, with a provision to revert to pricing per the original agreement following achievement of a total Net Leverage Ratio of 2.75x or less for two consecutive quarters following the covenant modification period; (iii) replace LIBOR with Secured Overnight Financing Rate (“SOFR”) as the reference interest rate on the entire facility, with a 0% SOFR floor and credit spread adjustments across one-, three-, and six-month tenors.

As of September ~~30, 2017~~24, 2022, the Company had a weighted average interest rate of 4.39% with a base rate spread of 275 basis points on SOFR-based borrowings under the Credit Agreement. Interest is payable in arrears and at maturity. As of September 24, 2022, the Company is in compliance with the financial covenants in the First Amendment to Credit Agreement, with a Consolidated Net Leverage Ratio of 4.17x and a Consolidated Interest Coverage Ratio of 5.93x. As of December ~~31, 2016. Fair values were determined based on third party quotations (Level 2 fair value measurement):~~25, 2021, the Company had a Consolidated Net Leverage Ratio of 2.11x and a Consolidated Interest Coverage Ratio of 8.23x.

Asset derivatives Liability derivatives
Fair value Fair value
Derivatives designated as hedging instruments (in millions)
Balance sheet location Sep 30,
2017 Dec 31,
2016 Balance sheet location Sep 30,
2017 Dec 31,
2016
Foreign exchange contracts Non-trade amounts receivable $ 15.2
$ 41.1
Accrued liabilities $ 23.0
$ 31.7

The ~~following table summarizes~~Company has experienced volatility in earnings during the ~~impact~~nine months ended September 24, 2022 as it executes the Turnaround Plan and responds to the unpredictability in the market related to recessionary concerns, inflation and COVID lockdowns. As of September 24, 2022, the Company was in compliance with its financial covenants in the First Amendment to the Credit Agreement. Due to the volatility in the Company’s earnings and progressive tightening of the ~~Company's fair value hedging positions~~financial covenants in the First Amendment to the Credit Agreement, it is probable that the Company will not be able to maintain compliance with the covenants in its Credit Agreement, including the existing Consolidated Net Leverage Ratio covenant, for the next twelve months. The Company is in negotiations with its lenders to amend the Credit Agreement; however, the Company’s ability to amend its covenants, obtain a waiver or otherwise refinance its debt, as well as the timing and terms of any such amendment or refinancing, are dependent upon a number of factors, and there can be no assurance that the Company will be successful in such efforts.

If the Company is unable to comply with its covenants, including the Consolidated Net Leverage Ratio covenant, then the Credit Agreement lenders could take action to cause amounts due under the Credit Agreement to become due and payable unless the Company is able to amend such covenants, obtain a waiver or otherwise refinance its debt. If the Company is unable to access future borrowings or is required to pay amounts due under its Credit Agreement prior to their normal maturity dates, this would have a material impact to its financial position. Accordingly, the Company believes that there is substantial doubt about its ability to continue as a going concern for the twelve-month period following the date of this filing.

The Company is undertaking expense reduction and cash savings initiatives as part of the Turnaround Plan to help continue to pay down its debt and reduce the Consolidated Net Leverage Ratio. The expense reduction and cash saving initiatives include streamlining facilities, managing working capital, reducing capital expenditures, and reducing overall selling, general and administrative expenses.

The Company routinely increases its Revolver Facility borrowings under the Credit Agreement during each quarter to fund operating, investing and financing activities, and uses cash available at the end of each quarter to temporarily reduce borrowing levels. As a result, the Company incurs more interest expense on the ~~results~~value of ~~operations~~its cash and debt during each quarter than would relate solely to the quarter end balances.

Table of contents

At September 24, 2022, the Company had $135.3 million of unused lines of credit, including $131.3 million under the committed, secured Credit Agreement, and $4.0 million available under various uncommitted lines around the world.

Note 17: Retirement Benefit Plans

Components of net periodic cost (benefit) for the third quarters ~~of 2017 and 2016:~~

Derivatives designated as fair value hedges (in millions)
Location of gain or (loss) recognized in income on derivatives
Amount of gain or (loss) recognized in income on derivatives
Location of gain or (loss) recognized in income on related hedged items Amount of gain or (loss) recognized in income on related hedged items
2017 2016 2017 2016
Foreign exchange contracts Other expense $ 2.1
$ (11.7 ) Other expense $ (2.1 ) $ 11.9

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~

~~The following table summarizes the impact of the Company's hedging activities on comprehensive income for the third quarters of 2017 and 2016:~~

Cash flow and net equity hedges (in millions)
Amount of gain or (loss) recognized in OCI (effective portion) Location of gain or (loss) reclassified from accumulated OCI into income (effective portion) Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion) Location of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing) Amount of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
Cash flow hedging relationships 2017 2016 2017 2016 2017 2016
Foreign exchange contracts $ (0.5 ) $ 1.4
Cost of products sold $ (0.6 ) $ 0.3
Interest expense $ (1.2 ) $ (1.4 )
Net equity hedging relationships
Foreign exchange contracts (1.9 ) 9.3
Other expense —
—
Interest expense (6.7 ) (5.4 )
Euro denominated debt (4.0 ) 0.8

~~The following table summarizes the impact of the Company's fair value hedging positions on the results of operations for the year-to-date periods~~ ended September ~~30, 2017~~24, 2022 and September ~~24, 2016:~~

~~The following table summarizes the impact of the Company's hedging activities on comprehensive income for the year-to-date periods ended September 30, 2017 and September 24, 2016:~~

Cash flow and net equity hedges (in millions)
Amount of gain or (loss) recognized in OCI (effective portion) Location of gain or (loss) reclassified from accumulated OCI into income (effective portion) Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion) Location of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing) Amount of gain or (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
Cash flow hedging relationships 2017 2016 2017 2016 2017 2016
Foreign exchange contracts $ (6.5 ) $ 0.9
Cost of products sold $ 1.0
$ 4.3
Interest expense $ (3.6 ) $ (4.2 )
Net equity hedging relationships
Foreign exchange contracts (45.1 ) 17.7
Other expense —
—
Interest expense (18.9 ) (15.1 )
Euro denominated debt (10.9 ) (2.2 )

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~


~~Note 12:~~	~~Fair Value Measurements~~

Due to their short maturities or their insignificance, the carrying amounts of cash and cash equivalents, accounts and notes receivable, accounts payable, accrued liabilities and short-term borrowings approximated their fair values at September 30, 2017 and December 31, 2016. The Company estimates that, based on current market conditions, the value of its 4.75%,25, 2021 senior notes was $639.8 million at September 30, 2017, compared with the carrying value of $599.5 million. The higher fair value resulted from changes, since issuance, in the corporate debt markets and investor preferences. The fair value of debt is classified as a Level 2 liability, and is estimated using quoted market prices as provided in secondary markets that consider the Company's credit risk and market related conditions. See Note 11 to the Consolidated Financial Statements for discussion of the Company's derivative instruments and related fair value measurements.


~~Note 13:~~	~~Retirement Benefit Plans~~

~~Components of net periodic benefit cost for the third quarter and year-to-date periods ended September 30, 2017 and September 24, 2016~~ were as follows:


																										Pension benefits				Post-retirement benefits
	Third Quarter												Year-to-Date													13 weeks ended				13 weeks ended
	Pension benefits						Post-retirement benefits						Pension benefits						Post-retirement benefits
(In millions)	2017			2016			2017			2016			2017			2016			2017			2016
(In millions of U.S. Dollars)																									(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Service cost	$	2.7		$	2.7		$	—		$	0.1		$	8.1		$	8.1		$	0.1		$	0.1		Service cost	$	1.0	$	1.7	$	—	$	—
Interest cost	1.4			1.6			0.2			0.2			4.2			4.8			0.5			0.6			Interest cost	0.6		1.3		0.1		—
Expected return on plan assets	(1.2		)	(1.3		)	—			—			(3.6		)	(4.0		)	—			—
Return on plan assets																									Return on plan assets	(0.5)		(0.8)		—		—
Settlement/curtailment	0.1			0.9			—			—			0.9			1.5			—			—			Settlement/curtailment	—		0.2		—		—
Net amortization	0.4			0.4			(0.4		)	(0.3		)	1.0			1.2			(1.0		)	(1.0		)	Net amortization	0.5		0.9		(0.2)		(0.1)
Net periodic benefit cost	$	3.4		$	4.3		$	(0.2	)	$	—		$	10.6		$	11.6		$	(0.4	)	$	(0.3	)
Net periodic cost (benefit)																									Net periodic cost (benefit)	$	1.6	$	3.3	$	(0.1)	$	(0.1)

																										Pension benefits				Post-retirement benefits
																										39 weeks ended				39 weeks ended
(In millions of U.S. Dollars)																									(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Service cost																									Service cost	$	3.3	$	5.3	$	—	$	0.1
Interest cost																									Interest cost	2.0		3.0		0.2		0.2
Return on plan assets																									Return on plan assets	(1.5)		(2.5)		—		—
Settlement/curtailment																									Settlement/curtailment	—		1.4		—		—
Net amortization																									Net amortization	1.2		2.6		(0.5)		(0.4)
Net periodic cost (benefit)																									Net periodic cost (benefit)	$	5.0	$	9.8	$	(0.3)	$	(0.1)

During the year-to-date periods ended September ~~30, 2017~~24, 2022 and September ~~24, 2016,~~25, 2021, respectively, approximately ~~$0.9~~$0.7 million and ~~$1.7~~$3.6 million ~~respectively,~~ of ~~pretax expenses~~pre-tax losses were reclassified from other comprehensive (loss) income to a component of net periodic ~~benefit cost.~~(benefit) cost, respectively. As they relate to non-U.S. plans, the Company uses current exchange rates to make these reclassifications. The impact of exchange rate fluctuations is included on the net amortization line of the table above.


~~Note 14:~~	~~Income Taxes~~

The ~~effective tax rate for the third quarter~~Company included $1.4 million and ~~year-to-date periods of 2017 were 44.3 percent and 43.4 percent compared with 38.4 percent and 30.4 percent for the comparable 2016 periods. The change in the year-to-date rate was due~~$4.3 million related to the ~~impairment and~~components of net periodic (benefit) cost, excluding service cost, in other ~~charges, for which limited tax benefits were available.~~

As of September 30, 2017 and December 31, 2016, the Company's gross unrecognized tax benefit was $18.9 million and $20.7 million, respectively. The Company estimates that as of September 30, 2017, approximately $18.3 million of the unrecognized tax benefits, if recognized, would impact the effective tax rate. Interest and penalties related to uncertain tax positionsexpense, net in the Company's global operations are recorded as a component of the provision for income taxes. Accrued interest and penalties were $7.8 million and $7.1 million as of the periods ended September 30, 2017 and December 31, 2016, respectively. For year-to-date 2017, the accrual for uncertain tax positions decreased by $3.1 million as a result of the closure of audits and statute limitation expirations in various jurisdictions.

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~

The Company estimates that it may settle one or more audits in the next twelve months that may result in cash payments decreasing the amount of accrual for uncertain tax positions by up to $1.3 million. For the remaining balance as of September 30, 2017, the Company is not able to reliably estimate the timing or ultimate settlement amount. While the Company does not currently expect material changes, it is possible that the amount of unrecognized benefit with respect to the uncertain tax positions will significantly increase or decrease related to audits in various foreign jurisdictions that may conclude during that period or new developments that could also, in turn, impact the Company's assessment relative to the establishment of valuation allowances against certain existing deferred tax assets. These valuation allowances relate to tax assets in jurisdictions where it is management's best estimate that there is not a greater than 50 percent probability that the benefit of the assets will be realized in the associated tax returns. The likelihood of realizing the benefit of deferred tax assets is assessed on an ongoing basis. This assessment requires estimates as to future operating results, as well as an evaluation of the effectiveness of the Company's tax planning strategies. At this time, the Company is not able to make a reasonable estimate of the range of impact on the balance of unrecognized tax benefits or the impact on the effective tax rate related to these items.


~~Note 15:~~	~~Statement of Cash Flow Supplemental Disclosure~~

~~Under the Company's stock incentive programs, in certain jurisdictions, employees are allowed to use shares retained by the Company to satisfy minimum statutorily required withholding taxes. In~~ the year-to-date periods ended September ~~30, 2017~~24, 2022 and September ~~24, 2016, 9,256~~25, 2021, respectively.

Note 18: Commitments and 21,189 shares, respectively, were retained to fund withholding taxes, with values totaling $0.6 million and $1.1 million, respectively, which were included as stock repurchases in the Consolidated Statements of Cash Flows.Contingencies


~~Note 16:~~	~~Stock Based Compensation~~

~~Stock option activity for 2017 is summarized in the following table:~~

Shares subject to option Weighted average exercise price per share
Aggregate intrinsic value
(in millions)
Outstanding at December 31, 2016 2,722,965
$ 57.78

Expired / Forfeited (42,087 ) 67.18

Exercised (202,486 ) 49.32

Outstanding at September 30, 2017 2,478,392
$ 58.31
$ 13.9
Exercisable at September 30, 2017 1,374,991
$ 58.28
$ 9.8

~~The intrinsic value of options exercised totaled $4.0 million and $0.9 million in the year-to-date periods of 2017 and 2016, respectively, and was not material in the third quarters of 2017 and 2016.~~

The Company ~~also has time-vested, performance-vested~~ and ~~market-vested share awards. The activity for such awards~~certain subsidiaries are involved in ~~2017 is summarized~~litigation and various legal matters that are being defended and handled in the ~~following table:~~ordinary course of business. Included among these matters are environmental issues. The Company does not include estimated future legal costs in accruals recorded related to these matters. The Company believes that it is remote that the Company's contingencies will have a material adverse effect on its financial position, results of operations or cash flow.

Mondelez International, Inc., which was formerly affiliated with Premark International, Inc., the Company's former parent, has assumed any liabilities arising out of certain divested or discontinued businesses. The liabilities assumed include matters alleging product liability, environmental liability, and infringement of patents.

Shares outstanding Weighted average grant date fair value
December 31, 2016 602,940
$ 61.28
Time-vested shares granted 37,683
65.03
Market-vested shares granted 25,170
61.29
Performance shares granted 76,615
60.39
Performance share adjustments 22,505
58.92
Vested (60,037 ) 73.11
Forfeited (41,275 ) 63.14
September 30, 2017 663,601
$ 60.12

Table of ~~Contents~~contents

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~

Act of 1934. The lead plaintiff seeks to represent a class of stockholders who purchased the Company’s stock during the potential class period and demand unspecified monetary damages. The Company's motion to dismiss the complaint was granted on January 25, 2021, but the court permitted the lead plaintiff to file an amended complaint, which the plaintiff filed on February 16, 2021. The Company filed a motion to dismiss the second amended complaint on April 2, 2021. The Court granted the Company’s motion to dismiss the second amended complaint on August 9, 2021, but again permitted the lead plaintiff to file an amended complaint, which the plaintiff filed on August 30, 2021. The Company filed a motion to dismiss the third amended complaint on October 14, 2021, and on February 4, 2022, the Court dismissed the third amended complaint with prejudice. The plaintiff filed an appeal on April 11, 2022, which was fully briefed with the 11th Circuit Court of Appeals as of June 1, 2022. The 11th Circuit Court of Appeals has scheduled oral argument for the appeal in December 2022. The Company is unable at this time to determine whether the outcome of these actions would have a material impact on its results of operations, financial condition or cash flows.

~~Compensation expense~~

Additionally, several putative stockholders filed stockholder derivative complaints in the United States District Court for the Middle District of Florida against certain of the Company’s current and former officers and directors. The cases were consolidated, and plaintiffs filed a consolidated amended complaint on August 5, 2020. The consolidated amended complaint asserts claims against certain current and former officers and directors for breach of fiduciary duty, unjust enrichment, and contribution for violations of the securities laws based on allegations that the officers and directors allowed the Company to make false or misleading statements in violation of the securities laws. The Court stayed proceedings in this action pending resolution of the appeal of the third motion to dismiss in the putative stockholder class action. A similar stockholder derivative complaint was filed in the Ninth Judicial Circuit Court of Florida. The parties reached an agreement to stay this action pending the resolution of the appeal of the third motion to dismiss in the putative stockholder class action. The Company is unable at this time to determine whether the outcome of these actions would have a material impact on its results of operations, financial condition or cash flows.

In June 2022, a putative stockholder class action was filed against the Company and certain current and former officers in the United States District Court for the Southern District of New York. The complaint alleges that statements made in public filings between November 3, 2021 and May 3, 2022 (the “potential class period”) regarding the Company’s earnings and sales performance and full year 2022 guidance violated Sections 10(b) and 20(a) of the Securities Act of 1934. The plaintiff seeks to represent a class of stockholders who purchased the Company’s shares during the potential class period and demands unspecified monetary damages. The plaintiff intends to file an amended complaint in late November 2022. The Company is unable at this time to determine whether the outcome of this action would have a material impact on its results of operations, financial condition or cash flows.

In August 2022, a stockholder derivative complaint was filed in Florida state court against certain of the Company’s current and former officers and directors. The derivative complaint asserts claims against the former officers and directors for breach of fiduciary duty, unjust enrichment, and waste of corporate assets based on allegations that, among other things, the officers and directors allowed the Company to make false or misleading statements in violation of the securities laws. The Company is unable at this time to determine whether the outcome of these actions would have a material impact on its results of operations, financial condition or cash flows.

The SEC was conducting an inquiry into the Company’s accounting practices relating to its previously-owned Fuller Mexico business and its Tupperware Mexico business. On September 29, 2022, the SEC issued a final order approving the settlement of the inquiry. Under the terms of the order, the Company neither admits nor denies the SEC's findings and paid an immaterial civil penalty, which was fully accrued in the second quarter of 2022.

Leases

Leases, including the minimum rental commitments for 2023, primarily are for automobiles that generally have a lease term of 1 year to 4 years, with the remaining leases related to office, manufacturing and distribution space. It is common for lease agreements to contain various provisions for items such as step rent or other escalation clauses and lease concessions, which may offer a period of no rent payment. These types of items are considered by the ~~Company's stock based compensation~~Company, and are recorded into expense on a straight-line basis over the minimum lease terms for operating leases. There are no lease agreements containing material renewal options. Certain leases require the Company to pay property taxes, insurance and routine maintenance.

Note 19: Fair Value 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.

Table of contents

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 ~~third quarter~~asset or liability occur in sufficient frequency and ~~year-to-date periods ended September 30, 2017~~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 best estimate of fair value from the perspective of a market participant.

Due to their short maturities or their insignificance, the carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, net, accounts payable, accrued liabilities, lines of credit, and leased assets and liabilities approximated their fair values at September 24, ~~2016~~2022 and December 25, 2021.

The term loan and revolver facility are classified as Level 2 liabilities and are estimated using a market approach.

The fair value of the term loan and revolver facility were as follows:

Third Quarter Year-to-Date
(In millions) 2017 2016 2017 2016
Stock options $ 0.7
$ 0.6
$ 2.2
$ 1.9
Time, performance and market vested share awards 4.2
4.2
11.9
11.1


	As of				As of
	September 24, 2022				December 25, 2021
(In millions of U.S. Dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term loan	$	369.2	$	347.2	$	398.5	$	398.5
Revolver facility	332.8		312.9		312.0		312.0
Total	$	702.0	$	660.1	$	710.5	$	710.5

As of September 30, 2017, total unrecognized stock based compensation expense related to all stock based awards was $21.9 million, which is expected to be recognized over a weighted average period of 1.7 years.


~~Note 17:~~	~~Allowance for Long-Term Receivables~~

As of September 30, 2017, $13.9 million of long-term receivables from both active and inactive customers were considered past due, the majority of which were reserved through the Company's allowance for uncollectible accounts.

~~The balance of the allowance for long-term receivables as of September 30, 2017 was as follows:~~

(In millions)
Balance at December 31, 2016 $ 11.0
Write-offs (0.4 )
Provision and reclassifications 4.3
Currency translation adjustment 1.6
Balance at September 30, 2017 $ 16.5


~~Note 18:~~	~~Guarantor Information~~

The Company's payment obligations under its senior notes due in 2021 are fully and unconditionally guaranteed, on a senior secured basis, by Dart Industries Inc. (the "Guarantor"). The guarantee is secured by certain "Tupperware" trademarks and service marks owned by the Guarantor.

Condensed consolidated financial information as of September 30, 2017 and December 31, 2016 and for the quarter and year-to-date periods ended September 30, 2017 and September 24, 2016 for Tupperware Brands Corporation (the "Parent"), the Guarantor and all other subsidiaries (the "Non-Guarantors") is as follows.

Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent and Guarantor of the equity method of accounting to reflect ownership interests in subsidiaries that are eliminated upon consolidation. The Guarantor is 100% owned by the Parent, and there are certain entities within the Non-Guarantors classification that the Parent owns directly. There are no significant restrictions on the ability of either the Parent or the Guarantor to obtain adequate funds from their respective subsidiaries by dividend or loan that should interfere with their ability to meet their operating needs or debt repayment obligations.

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~

~~Consolidating Statement of Income~~

13 weeks ended September 30, 2017
(In millions) Parent Guarantor Non-Guarantors Eliminations Total
Net sales $ —
$ —
$ 541.5
$ (2.0 ) $ 539.5
Other revenue —
28.4
7.5
(35.9 ) —
Cost of products sold —
7.4
211.1
(35.8 ) 182.7
Gross margin —
21.0
337.9
(2.1 ) 356.8
Delivery, sales and administrative expense 4.1
21.4
260.5
(2.1 ) 283.9
Re-engineering and impairment charges —
0.7
8.3
—
9.0
Gains on disposal of assets —
—
4.1
—
4.1
Operating income (loss) (4.1 ) (1.1 ) 73.2
—
68.0
Interest income 5.1
0.5
10.4
(15.2 ) 0.8
Interest expense 9.4
15.3
2.0
(15.2 ) 11.5
Income (loss) from equity investments in subsidiaries 35.8
46.9
—
(82.7 ) —
Other expense (income) —
(0.2 ) 1.1
—
0.9
Income (loss) before income taxes 27.4
31.2
80.5
(82.7 ) 56.4
Provision (benefit) for income taxes (4.0 ) (2.5 ) 31.5
—
25.0
Net income (loss) $ 31.4
$ 33.7
$ 49.0
$ (82.7 ) $ 31.4
Comprehensive income (loss) $ 33.0
$ 38.3
$ 52.3
$ (90.6 ) $ 33.0

~~Consolidating Statement of Income~~

13 weeks ended September 24, 2016
(In millions) Parent Guarantor Non-Guarantors Eliminations Total
Net sales $ —
$ —
$ 523.1
$ (1.3 ) $ 521.8
Other revenue —
25.2
4.1
(29.3 ) —
Cost of products sold —
4.1
192.8
(28.5 ) 168.4
Gross margin —
21.1
334.4
(2.1 ) 353.4
Delivery, sales and administrative expense 4.1
22.4
259.9
(2.2 ) 284.2
Re-engineering and impairment charges —
0.8
1.6
—
2.4
Gains on disposal of assets —
—
24.2
—
24.2
Operating income (loss) (4.1 ) (2.1 ) 97.1
0.1
91.0
Interest income 5.2
0.3
7.3
(12.0 ) 0.8
Interest expense 9.4
13.2
2.2
(12.0 ) 12.8
Income (loss) from equity investments in subsidiaries 54.4
59.3
—
(113.7 ) —
Other expense (income) —
(8.7 ) 8.4
—
(0.3 )
Income (loss) before income taxes 46.1
53.0
93.8
(113.6 ) 79.3
Provision (benefit) for income taxes (2.7 ) 8.6
24.6
—
30.5
Net income (loss) $ 48.8
$ 44.4
$ 69.2
$ (113.6 ) $ 48.8
Comprehensive income (loss) $ 42.4
$ 38.8
$ 56.0
$ (94.8 ) $ 42.4

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~

~~Consolidating Statement of Income~~

39 weeks ended September 30, 2017
(In millions) Parent Guarantor Non-Guarantors Eliminations Total
Net sales $ —
$ —
$ 1,672.2
$ (5.0 ) $ 1,667.2
Other revenue —
86.6
22.5
(109.1 ) —
Cost of products sold —
22.4
627.9
(107.3 ) 543.0
Gross margin —
64.2
1,066.8
(6.8 ) 1,124.2
Delivery, sales and administrative expense 11.5
67.9
809.9
(6.8 ) 882.5
Re-engineering and impairment charges —
1.4
42.5
—
43.9
Impairment of goodwill —
—
62.9
—
62.9
Gains on disposal of assets —
—
7.3
—
7.3
Operating income (loss) (11.5 ) (5.1 ) 158.8
—
142.2
Interest income 15.3
1.5
28.2
(43.0 ) 2.0
Interest expense 27.5
44.2
6.0
(43.0 ) 34.7
Income (loss) from equity investments in subsidiaries 75.7
127.5
—
(203.2 ) —
Other expense (income) —
24.7
(23.1 ) —
1.6
Income (loss) before income taxes 52.0
55.0
204.1
(203.2 ) 107.9
Provision (benefit) for income taxes (9.1 ) (14.8 ) 70.7
—
46.8
Net income (loss) $ 61.1
$ 69.8
$ 133.4
$ (203.2 ) $ 61.1
Comprehensive income (loss) $ 105.7
$ 122.9
$ 207.0
$ (329.9 ) $ 105.7

~~Consolidating Statement of Income~~

39 weeks ended September 24, 2016
(In millions) Parent Guarantor Non-Guarantors Eliminations Total
Net sales $ —
$ —
$ 1,615.7
$ (3.5 ) $ 1,612.2
Other revenue —
80.7
19.5
(100.2 ) —
Cost of products sold —
19.5
595.8
(97.0 ) 518.3
Gross margin —
61.2
1,039.4
(6.7 ) 1,093.9
Delivery, sales and administrative expense 10.8
58.6
808.5
(6.8 ) 871.1
Re-engineering and impairment charges —
0.8
4.6
—
5.4
Gains on disposal of assets —
—
25.1
—
25.1
Operating income (loss) (10.8 ) 1.8
251.4
0.1
242.5
Interest income 15.4
1.2
19.4
(33.7 ) 2.3
Interest expense 25.9
37.6
6.3
(33.7 ) 36.1
Income (loss) from equity investments in subsidiaries 158.5
167.4
—
(325.9 ) —
Other expense (income) 0.1
(25.0 ) 25.9
—
1.0
Income (loss) before income taxes 137.1
157.8
238.6
(325.8 ) 207.7
Provision (benefit) for income taxes (7.5 ) 3.0
67.6
—
63.1
Net income (loss) $ 144.6
$ 154.8
$ 171.0
$ (325.8 ) $ 144.6
Comprehensive income (loss) $ 122.3
$ 135.1
$ 134.3
$ (269.4 ) $ 122.3

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~

~~Condensed Consolidating Balance Sheet~~

September 30, 2017
(In millions) Parent Guarantor Non-Guarantors Eliminations Total
ASSETS

Cash and cash equivalents $ —
$ 0.3
$ 118.6
$ —
$ 118.9
Accounts receivable, net —
—
154.1
—
154.1
Inventories —
—
291.1
—
291.1
Non-trade amounts receivable, net —
67.5
19.6
(58.3 ) 28.8
Intercompany receivables 21.1
923.1
276.8
(1,221.0 ) —
Prepaid expenses and other current assets 1.4
4.5
95.2
(70.4 ) 30.7
Total current assets 22.5
995.4
955.4
(1,349.7 ) 623.6
Deferred income tax benefits, net 142.7
208.9
257.9
—
609.5
Property, plant and equipment, net —
53.5
222.5
—
276.0
Long-term receivables, net —
0.1
17.7
—
17.8
Trademarks and tradenames, net —
—
67.0
—
67.0
Goodwill —
2.9
77.4
—
80.3
Investments in subsidiaries 1,485.6
1,511.0
—
(2,996.6 ) —
Intercompany notes receivable 493.8
105.1
873.8
(1,472.7 ) —
Other assets, net 0.9
1.0
73.3
(40.9 ) 34.3
Total assets $ 2,145.5
$ 2,877.9
$ 2,545.0
$ (5,859.9 ) $ 1,708.5
LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable $ —
$ 4.4
$ 83.9
$ —
$ 88.3
Short-term borrowings and current portion of long-term debt and capital lease obligations 191.0
—
2.1
—
193.1
Intercompany payables 845.8
279.3
95.9
(1,221.0 ) —
Accrued liabilities 121.0
81.1
280.3
(128.7 ) 353.7
Total current liabilities 1,157.8
364.8
462.2
(1,349.7 ) 635.1
Long-term debt and capital lease obligations 599.5
—
5.8
—
605.3
Intercompany notes payable 140.2
1,022.1
310.4
(1,472.7 ) —
Other liabilities 11.5
67.2
193.8
(40.9 ) 231.6
Shareholders' equity 236.5
1,423.8
1,572.8
(2,996.6 ) 236.5
Total liabilities and shareholders' equity $ 2,145.5
$ 2,877.9
$ 2,545.0
$ (5,859.9 ) $ 1,708.5

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~

~~Condensed Consolidating Balance Sheet~~

December 31, 2016
(In millions) Parent Guarantor Non-Guarantors Eliminations Total
ASSETS

Cash and cash equivalents $ —
$ 0.5
$ 92.7
$ —
$ 93.2
Accounts receivable, net —
—
125.3
—
125.3
Inventories —
—
240.4
—
240.4
Non-trade amounts receivable, net —
50.5
85.1
(70.7 ) 64.9
Intercompany receivables 11.9
935.8
270.3
(1,218.0 ) —
Prepaid expenses and other current assets 1.1
5.4
100.9
(85.9 ) 21.5
Total current assets 13.0
992.2
914.7
(1,374.6 ) 545.3
Deferred income tax benefits, net 142.7
193.2
203.8
—
539.7
Property, plant and equipment, net —
50.4
209.4
—
259.8
Long-term receivables, net —
0.1
13.1
—
13.2
Trademarks and tradenames, net —
—
67.3
—
67.3
Goodwill —
2.9
129.7
—
132.6
Investments in subsidiaries 1,356.7
1,321.3
—
(2,678.0 ) —
Intercompany notes receivable 479.4
95.6
725.6
(1,300.6 ) —
Other assets, net 1.2
1.2
57.8
(30.3 ) 29.9
Total assets $ 1,993.0
$ 2,656.9
$ 2,321.4
$ (5,383.5 ) $ 1,587.8
LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable $ —
$ 5.0
$ 112.7
$ —
$ 117.7
Short-term borrowings and current portion of long-term debt and capital lease obligations 104.0
—
1.9
—
105.9
Intercompany payables 858.9
263.4
95.7
(1,218.0 ) —
Accrued liabilities 130.9
102.8
246.9
(156.6 ) 324.0
Total current liabilities 1,093.8
371.2
457.2
(1,374.6 ) 547.6
Long-term debt and capital lease obligations 599.4
—
6.6
—
606.0
Intercompany notes payable 77.0
928.0
295.6
(1,300.6 ) —
Other liabilities 10.0
56.8
184.9
(30.3 ) 221.4
Shareholders' equity 212.8
1,300.9
1,377.1
(2,678.0 ) 212.8
Total liabilities and shareholders' equity $ 1,993.0
$ 2,656.9
$ 2,321.4
$ (5,383.5 ) $ 1,587.8

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~

~~Condensed Consolidating Statement of Cash Flows~~

39 weeks ended September 30, 2017
(In millions) Parent Guarantor Non-Guarantors Eliminations Total
Operating Activities:
Net cash provided by (used in) operating activities $ (17.4 ) $ (56.4 ) $ 172.5
$ (17.9 ) $ 80.8
Investing Activities:
Capital expenditures —
(14.3 ) (38.3 ) —
(52.6 )
Proceeds from disposal of property, plant and equipment —
—
11.7
—
11.7
Net intercompany loans 48.8
(1.0 ) (71.0 ) 23.2
—
Net cash provided by (used in) investing activities 48.8
(15.3 ) (97.6 ) 23.2
(40.9 )
Financing Activities:
Dividend payments to shareholders (103.9 ) —
—
—
(103.9 )
Dividend payments to parent —
—
(11.3 ) 11.3
—
Proceeds from exercise of stock options 9.9
—
—
—
9.9
Repurchase of common stock (0.6 ) —
—
—
(0.6 )
Repayment of capital lease obligations —
—
(1.6 ) —
(1.6 )
Net change in short-term debt 76.2
—
—
(0.1 ) 76.1
Net intercompany borrowings (13.0 ) 71.5
(42.0 ) (16.5 ) —
Net cash provided by (used in) financing activities (31.4 ) 71.5
(54.9 ) (5.3 ) (20.1 )
Effect of exchange rate changes on cash and cash equivalents —
—
5.9
—
5.9
Net change in cash and cash equivalents —
(0.2 ) 25.9
—
25.7
Cash and cash equivalents at beginning of year —
0.5
92.7
—
93.2
Cash and cash equivalents at end of period $ —
$ 0.3
$ 118.6
$ —
$ 118.9

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~

~~Condensed Consolidating Statement of Cash Flows~~

39 weeks ended September 24, 2016
(In millions) Parent Guarantor Non-Guarantors Eliminations Total
Operating Activities:
Net cash provided by (used in) operating activities $ (10.5 ) $ (27.0 ) $ 135.5
$ (5.7 ) $ 92.3
Investing Activities:
Capital expenditures —
(8.5 ) (29.7 ) —
(38.2 )
Proceeds from disposal of property, plant and equipment —
—
31.8
—
31.8
Net intercompany loans 33.7
(99.6 ) (131.2 ) 197.1
—
Net cash provided by (used in) investing activities 33.7
(108.1 ) (129.1 ) 197.1
(6.4 )
Financing Activities:
Dividend payments to shareholders (104.0 ) —
—
—
(104.0 )
Dividend payments to parent —
—
(8.9 ) 8.9
—
Net proceeds from issuance of senior notes (0.1 ) —
0.1
—
—
Proceeds from exercise of stock options 0.6
—
—
—
0.6
Repurchase of common stock (1.1 ) —
—
—
(1.1 )
Repayment of capital lease obligations —
—
(1.7 ) —
(1.7 )
Net change in short-term debt 2.5
(1.2 ) 31.7
—
33.0
Excess tax benefits from share-based payment arrangements 0.3
—
—
—
0.3
Net intercompany borrowings 78.6
137.5
(15.8 ) (200.3 ) —
Net cash provided by (used in) financing activities (23.2 ) 136.3
5.4
(191.4 ) (72.9 )
Effect of exchange rate changes on cash and cash equivalents —
—
5.7
—
5.7
Net change in cash and cash equivalents —
1.2
17.5
—
18.7
Cash and cash equivalents at beginning of year —
—
79.8
—
79.8
Cash and cash equivalents at end of period $ —
$ 1.2
$ 97.3
$ —
$ 98.5

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Unaudited)~~


~~Note 19:~~	~~New Accounting Pronouncements~~

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 of effectiveness is permitted instead of a quantitative test for certain hedges. This guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company estimates between $10 million and $15 million in interest expense will be reclassified into other line items of the Consolidated Statement of Income as a result of adoption of this amendment.

In May 2017, the FASB issued an amendment to existing 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 classification of the modified award are the same as that of the original award immediately before the modification. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company does not ~~expect an impact from the adoption of this amendment on its Consolidated~~have any recurring Level 3 fair value measurements.

See Note 14: Derivative Financial ~~Statements.~~

~~In March 2017, the FASB issued an amendment to existing guidance on presentation of net periodic pension~~Instruments 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 componentsHedging Activities for discussion of the ~~net periodic benefit cost will be presented separately from the service cost~~Company’s derivative financial instruments 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. Early adoption is permitted. related fair value measurements.

Table of contents

Note 20: Segment Information

The Company ~~does not expect~~manufactures and distributes a ~~significant impact from~~broad portfolio of products, primarily through the ~~adoption of this amendment on its Consolidated Financial Statements.~~

In May 2014, the FASB issued an amendment to existing guidance regarding revenue from contracts with customers. 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. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company has surveyed revenue recognition policies and sales ~~incentives programs across each of its global~~force. Certain operating segments have been aggregated based upon consistency of economic substance, geography, products, production process, class of customers, and ~~has evaluated~~distribution method. The Company's reportable segments primarily sell design-centric preparation, storage, and serving solutions for the ~~impact~~kitchen and home under the Tupperware brand name.

Segment details were as follows:


	13 weeks ended				39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Net sales:
Asia Pacific	$	85.4	$	112.9	$	273.9	$	343.8
Europe	60.8		91.3		222.6		326.8
North America	86.3		103.1		292.4		343.0
South America	70.3		69.6		202.4		193.8
Total net sales	$	302.8	$	376.9	$	991.3	$	1,207.4

Segment profit:
Asia Pacific	$	11.1	$	25.7	$	35.3	$	81.9
Europe	2.0		14.7		14.3		66.5
North America	5.7		10.5		32.3		42.6
South America	14.3		13.5		38.9		46.8
Total Segment Profit	33.1		64.4		120.8		237.8

Unallocated expenses	12.1		7.2		47.4		30.9
Re-engineering charges (a)	4.5		1.8		13.0		9.7
Loss (gain) on disposal of assets	0.7		(1.7)		2.3		(8.9)

Loss on debt extinguishment	—		—		—		8.1
Interest expense	8.3		8.2		18.9		29.7
Interest income	(1.3)		(0.3)		(3.2)		(0.9)
Other expense, net	1.6		1.2		6.6		0.8
Income from continuing operations before income taxes	$	7.2	$	48.0	$	35.8	$	168.4

____________________

(a) See Note 5: Re-engineering Charges for further discussion.

Total identifiable assets by segment were:


	As of
(In millions of U.S. Dollars)	September 24, 2022		December 25, 2021
Identifiable assets
Asia Pacific	$	222.4	$	248.3
Europe	188.9		215.3
North America	199.5		194.1
South America	111.0		94.9
Corporate	331.8		502.8
Total identifiable assets	$	1,053.6	$	1,255.4

Table of ~~the adoption~~contents

Item 2. Management’s Discussion and Analysis of ~~this amendment on its Consolidated~~ Financial ~~Statements. While there are expected to be changes in policy in certain units, the impact to the Consolidated Financial Statements is not expected to be significant, as the majority~~Condition and Results of the Company's transactions are not accounted for under industry-specific guidance that will be superseded by the new guidance, and generally only consists of a single performance obligation to transfer non-customized, promised goods. The Company expects to use the modified retrospective method of adoption beginning January 2018.Operations

In October 2016, the FASB issued an amendment to existing 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 will be recognized when the transfer occurs. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect a significant impact from the adoption of this amendment on its Consolidated Financial Statements.

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.


~~Item 2.~~	~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

The following is a discussion of the results of continuing operations for the ~~13 and 39 weeks ended September 30, 2017, compared with the 13 and~~ 39 weeks ended September 24, ~~2016,~~2022, compared with the 39 weeks ended September 25, 2021, and changes in financial condition during the 39 weeks ended September ~~30, 2017.~~24, 2022. This information should be read in conjunction with the Condensed Consolidated Financial Statements in Item 1. Financial Statements.

Overview

Tupperware Brands Corporation is a leading global consumer products company that designs innovative, functional, and environmentally responsible products. Founded in 1946, the Company's signature container created the modern food storage category that revolutionized the way the world stores, serves, and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. The ~~Company's fiscal year ends on~~Company distributes its products into more than 70 countries primarily through a network of independent sales force members around the ~~last Saturday of December. As a result,~~world, with approximately 306 thousand active for the ~~2016 fiscal year included 53 weeks with 14 weeks~~quarter ended September 24, 2022 for its continuing operations. Worldwide, the Company engages in the ~~fourth quarter, whereas~~marketing, manufacturing, and sale of design-centric preparation, storage, and serving solutions for the ~~2017 fiscal year will include 52 weeks with 13 weeks~~kitchen and home through the Tupperware brand name. The Company primarily uses a direct selling business model to distribute and market products through personal connections, product demonstrations, and understanding of consumer needs. The Company has also engaged in expanding the ~~fourth quarter.~~

~~The Company's primary means~~reach of ~~distributing its~~the brand through the enhancement of digital platforms to sell and market products ~~is through independent sales organizations and individuals, which in many cases are also its customers. The vast majority of~~as well as exploring business-to-business distribution channels. With a purpose to nurture a better future, the Company's products ~~are, in turn, sold~~offer an alternative to ~~end consumers who are not members of its sales force.~~ single-use items and through the direct selling channel, the Company offers individuals an opportunity to build a business as a meaningful way to make money and impact women, families and communities around the world.

The Company is ~~largely dependent upon these independent sales organizations~~executing its Turnaround Plan leveraging the consumer acceptance of the iconic Tupperware brand. This strategy is rooted in growing and ~~individuals~~digitizing the direct selling business, entering new categories, increasing consumer access points, and expanding the Company’s distribution channels. The Company’s Turnaround Plan is intended to ~~reach end consumers,~~bring sustainable growth, and ~~any significant disruption of this distribution network would have a negative financial impact on~~ the Company has seen progress against this plan through efforts like cost savings initiatives, the divestiture of non-core assets including real estate, the enhancement of internal process and ~~its ability~~controls across the global business, and product innovations to ~~generate sales, earnings~~address the needs of various consumer and ~~operating cash flows. The Company's primary business drivers are the size, activity, diversity and productivity of its independent sales organizations.~~socioeconomic segments.

As the impacts of foreign currency translation are an important factor in understanding period-to-period comparisons, the Company believes the presentation of results on a local currency basis, as a supplement to reported results, helps improve ~~readers'~~the readers’ ability to understand the ~~Company's~~Company’s operating results and evaluate performance in comparison with prior periods. The Company presents local currency information that compares results between periods as if current period exchange rates had been used to translate results in the prior period. The Company uses results on a local currency basis as one measure to evaluate performance. The Company generally refers to such amounts as calculated on a ~~"local currency"~~“local currency” basis, or ~~"excluding the impact of~~“excluding foreign ~~currency."~~exchange impact”. These results should be considered in addition to, not as a substitute for, results reported in accordance with ~~generally accepted accounting principles in the United States ("GAAP").~~GAAP. Results on a local currency basis may not be comparable to similarly titled measures used by other companies.

~~Overview~~

13 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact
(In millions, except per share amounts) Sep 30,
2017 Sep 24,
2016
Net sales $ 539.5
$ 521.8
3 % 2 % $ 6.4
Gross margin as percent of sales 66.1 % 67.7 % (1.6 ) pp na
na
DS&A as percent of sales 52.6 % 54.5 % (1.9 ) pp na
na
Operating income $ 68.0
$ 91.0
(25 )% (26 )% $ 0.9
Net income $ 31.4
$ 48.8
(36 )% (36 )% $ 0.5
Net income per diluted share $ 0.61
$ 0.96
(36 )% (37 )% $ 0.01
Estimates included herein are those of the Company’s management and are subject to the risks and uncertainties as described in the section titled Forward-Looking Statements in Item 3. Quantitative and Qualitative Disclosures About Market Risk.

39 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact
(In millions, except per share amounts) Sep 30,
2017 Sep 24,
2016
Net sales $ 1,667.2
$ 1,612.2
3 % 3 % $ 2.8
Gross margin as percent of sales 67.4 % 67.9 % (0.5 ) pp na
na
DS&A as percent of sales 52.9 % 54.0 % (1.1 ) pp na
na
Operating income $ 142.2
$ 242.5
(41 )% (42 )% $ 1.5
Net income $ 61.1
$ 144.6
(58 )% (58 )% $ 1.2
Net income per diluted share $ 1.19
$ 2.85
(58 )% (58 )% $ 0.03

~~_________________________~~Recent Developments and Updates



na	~~not applicable~~
pp	~~percentage points~~

~~Reported sales increased 3 percent compared with~~The continued strengthening of the U.S. dollar is presenting challenges for global markets and companies which do business globally. The U.S. dollar has strengthened against the Euro, Japanese Yen, and other currencies. This continues to be a headwind for the Company as its foreign denominated revenues are translated into USD at lower exchange rates negatively impacting results. The Company estimates that the negative impact on revenues for the third quarter of ~~2016. Excluding~~2022 was approximately 6% compared to the same period in prior year and 4% on a year-to-date basis as compared to prior year.

In the third quarter of 2022, there was lower sales force activity in all segments as compared to both prior year and prior quarter. The decrease is driven by both internal and external factors such as sales force adoption of business model and compensation plan adjustments, primarily in Asia Pacific and North America, as well as lower consumer sentiment, higher gas prices, primarily in Europe, and higher global inflation.

The negative impact of changes in foreign currency exchange rates, sales increased 2 percent. The Company defines established market economies as those in Western Europe (including Scandinavia), Australia, Canada, Japan, New Zealand, and the United States. All other countries are classified as having emerging market economies. The Company's businesses operating in emerging market economies had a 3 percent increase in local currency sales, primarily in Argentina, Brazil and China, partially offset by decreases in Fuller Mexico, India and Indonesia. Local currencyCOVID-19 on net sales in the ~~Company's businesses that operate~~third quarter of 2022 was primarily the result of continued partial lockdowns resulting in ~~established economy markets,~~limited mobility of consumers, restrictions to open stores, and logistics delays impacting product availability in the outlets, mainly in China.

Table of contents

Results of Continuing Operations


	13 weeks ended						Change				Foreign exchange impact		Change excluding the foreign exchange impact
(In millions of U.S. Dollars, except per share amounts)	Sep 24, 2022			Sep 25, 2021			Amount		Percent				Amount		Percent
Net sales	$	302.8		$	376.9		$	(74.1)	(20)	%	$	(23.9)	$	(50.2)	(14)	%
Gross margin as percent of sales	64.9		%	65.8		%	N/A		(0.9) pp		N/A		N/A		N/A
Selling, general and administrative expense as percent of net sales	58.0		%	50.6		%	N/A		7.4 pp		N/A		N/A		N/A
Operating income	$	15.8		$	57.1		$	(41.3)	(72)	%	$	(3.5)	$	(37.8)	(71)	%
(Loss) income from continuing operations	$	(3.8)		$	60.4		$	(64.2)	+		$	(6.8)	$	(57.4)	+
Diluted (loss) earnings from continuing operations - per share	$	(0.09)		$	1.14		$	(1.23)	+		$	(0.13)	$	(1.10)	+

	39 weeks ended						Change				Foreign exchange impact		Change excluding the foreign exchange impact
(In millions of U.S. Dollars, except per share amounts)	Sep 24, 2022			Sep 25, 2021			Amount		Percent				Amount		Percent
Net sales	$	991.3		$	1,207.4		$	(216.1)	(18)	%	$	(53.4)	$	(162.7)	(14)	%
Gross margin as percent of sales	64.5		%	68.5		%	N/A		(4.0) pp		N/A		N/A		N/A
Selling, general and administrative expense as percent of net sales	57.1		%	51.4		%	N/A		5.7 pp		N/A		N/A		N/A
Operating Income	$	58.1		$	206.1		$	(148.0)	(72)	%	$	(12.3)	$	(135.7)	(70)	%
Income from continuing operations	$	3.2		$	136.2		$	(133.0)	(98)	%	$	(13.0)	$	(120.0)	(97)	%
Diluted earnings from continuing operations - per share	$	0.07		$	2.56		$	(2.49)	(97)	%	$	(0.24)	$	(2.25)	(97)	%

____________________

N/A - not applicable

pp - percentage points

+ - change greater than ±100%

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Net Sales

Net sales were $302.8 million and $376.9 million in the third quarter of 2022 and 2021, respectively. Net Sales were down in Asia Pacific, Europe, and North America, and up in South America. Excluding foreign exchange impact, sales decreased $50.2 million or 14 percent, primarily due to:

•Asia Pacific, decreased $19.4 million, mainly related to lower recruiting and overall sales force activity, negatively impacted by: (1) China's continued COVID-19 lock-downs resulting in limited mobility of consumers, restrictions to open stores, and logistics delays impacting product availability in the outlets, (2) Indonesia’s underperformance driven by longer than anticipated sales force adoption of business model and compensation plan adjustments, and (3) Malaysia mainly related to lower sales force engagement and recruiting, lower consumer spending caused in part by removal of government subsidy on food essentials, and lower sales volume negatively impacted by price increases.

•Europe, decreased $19.0 million, driven by lower sales force activity across the segment, including from lower consumer spending as a ~~group,~~result of continued deterioration of consumer sentiment, higher inflation, higher gas prices, and negative impact from price increases. In addition, the segment was negatively impacted by timing of business-to-business transactions, mainly in Germany.

•North America, decreased ~~1 percent compared with 2016,~~$16.3 million, primarily ~~driven by Europe, Nutrimetics Australia~~due to lower recruiting and ~~New Zealand, partially offset by increases at Beauticontrol and~~overall sales force productivity in the ~~Tupperware business~~segment, longer than anticipated adoption of compensation plan changes in the United States and ~~Canada.~~Canada, and negative impact from price increases.

~~Operating~~•South America, increased $4.5 million, driven by Argentina, primarily from a larger total and active sales force, including from higher retention, higher productivity, as well as higher prices due to inflation.

The negative impact to net ~~income decreased 25 and 36 percent, respectively,~~sales in the third quarter including $0.9 million and $0.5 million positive impacts from changes in foreign currency exchange rates, respectively. In 2017 versus 2016, net income included $20.1 million lower pre-tax gains from real estate transactions, higher pre-tax re-engineering costs in connection with the Company's restructuring plan announced in July 2017,of 2022 as ~~well as operating costs associated with the Company's decision to wind-down Beauticontrol.~~

~~Sales for the year-to-date period increased 3~~a result of COVID-19 is estimated at 2 percent, on both a reported and local currency basis. The factors impacting the year-to-date sales were similar to those impacting the third quarter comparisons, along with increased sales in Tupperware Mexico and South Africa, while sales at Beauticontrol decreased on a year-to-date basis. The factors impacting the year-to-date net income comparison were similar to the quarter comparison, along with $62.9 million goodwill impairment related to Fuller Mexico and lower segment profit in Europe.

Net cash flow from operating activities for the periods ending September 30, 2017 and September 24, 2016 were inflows of $80.8 million and $92.3 million, respectively. The unfavorable comparison primarily reflected less collections of accounts receivable mainly due to the higher balance at December 2015 versus 2016, and their subsequent collection, higher cash tax payments in the first nine months of 2017, and a larger outflow from inventory production and procurement. The net impact of these items was partially offsetdriven by ~~a decrease in the outflow of cash related to other net working capital items, particularly payables due to the timing of payments around year-end.~~

~~Net Sales~~

~~Reported sales increased 3 percent in the third quarter. Excluding the impact of changes in foreign currency exchange rates, sales increased 2 percent.~~China. The average impact of higher prices was ~~2 percent.~~

~~The Company's emerging market units accounted for 71~~approximately 11 percent ~~of sales~~ in the third ~~quarters~~quarter of ~~2017~~2022, while the negative impact from lower volumes was approximately 30 percent.

Net sales were $991.3 million and ~~2016. In 2017, reported~~$1,207.4 million in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. Net Sales were down in Asia Pacific, Europe, and North America, and up in South America compared to the year-to-date period ended September 25, 2021. Excluding foreign exchange impact, sales ~~in these units increased $13.9~~decreased $162.7 million or 414 percent, which included a positive $1.7 million impact from foreign currency exchange rates. The units with the most significant increases were mainly in Argentina, from higher prices associated with high inflation, in Brazil, due to ~~a larger sales force size, and in China, from higher productivity, including from~~factors largely mirroring those noted above with respect to the addition of members that are customers of the studios and digital marketing initiatives. The sales growth in these units was partially offset by fewer active sellers in Fuller Mexico, India and Indonesia, as well as lower productivity in Indonesia. The average impact of higher prices in the emerging market units was 3 percent.

~~Reported sales in the established market units increased 3 percent. Excluding a positive $4.8 million impact~~explanation of changes in foreign currency exchange rates, sales decreased 1 percent, with the most significant decreases in France, and Nutrimetics Australia and New Zealand, due to fewer active sellers, and in Germany from a smaller sales force and lower productivity. These decreases were partially offset by increases at Beauticontrol, in connection with sales force stocking during the wind-down period, and the United States and Canada from a larger and more active sales force. The average impact of pricing in the established markets was negative 3 percent with about half from significant discounting at Beauticontrol, as well as more aggressive promotional activity.

On a year-to-date basis, emerging markets accounted for 69 percent and 67 percent of total Company sales in 2017 and 2016, respectively. Total sales on a reported basis in the emerging markets increased $67.6 million or 6 percent. Total sales on a reported basis in the established markets decreased $12.6 million, or 2 percent. The impact of foreign currency exchange rates was not significant on the year-to-date comparisons of either the emerging or established markets. The sources of the year-to-date fluctuations largely followed those of the third quarter ~~comparison, along~~of 2022 compared with 2021. Below is the net sales performance by segment for the year-to-date period ended September 24, 2022 compared to the year-to-date period ended September 25, 2021.

•Asia Pacific, decreased $55.1 million

•Europe, decreased $69.9 million

•North America, decreased $49.1 million

•South America, increased ~~sales from larger sales forces in Tupperware Mexico and South Africa, while sales at Beauticontrol decreased on a year-to-date basis.~~$11.4 million

A more detailed discussion of the sales results by ~~reporting~~ segment is included in the segment results section ~~below.~~

in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. As discussed in Note 33: Promotional Costs to the Condensed Consolidated Financial Statements in Item 1. Financial Statements, the Company includes certain promotional costs in ~~delivery, sales~~selling, general and administrative ~~expense (DS&A).~~expense. As a result, the Company's net sales may not be comparable with other companies that treat these costs as a reduction of ~~revenue.~~net sales.

Gross Margin and Gross Profit

Gross profit was $196.6 million and $247.9 million in the third quarter of 2022 and 2021, respectively. Gross margin as a percentage of sales was ~~66.1~~64.9 percent and ~~67.7~~65.8 percent in the third ~~quarters~~quarter of ~~2017~~2022 and ~~2016,~~2021, respectively. The decrease of ~~1.6~~0.9 percentage points ~~("pp"~~(“pp”) is primarily ~~reflected an unfavorable mix of products sold and~~due to:

•4.1 pp from higher ~~discounting, mainly in light of the winding down of Beauticontrol operations (0.5 pp), higher~~overall resin costs ~~(0.4 pp), more~~across all segments, particularly in Europe. Furthermore, resin prices have started to stabilize and have decreased as compared to the second quarter of ~~an impact~~2022.

•1.7 pp from inventory in Venezuela being included in cost of goods sold in 2017 at its stronger, historical exchange rate rather than the rate used to translate its sales compared with the impact in third quarter 2016 (0.4 pp), a higher obsolescence, mainly in light of the winding down of Beauticontrol operations (0.3 pp), and higher manufacturing costs ~~(0.2 pp). This was~~ across all segments, particularly in Europe, mainly from inefficiencies resulting from lower sales volume

•partially offset by a ~~favorable mix impact~~4.6 pp benefit from ~~relatively higher sales~~an increase in ~~certain units with higher than average gross margins (0.2 pp).~~prices across all segments

~~For~~

Gross profit was $639.3 million and $827.4 million in the year-to-date periods ~~gross~~ended September 24, 2022 and September 25, 2021, respectively. Gross margin as a percentage of sales was ~~67.4~~64.5 percent and 68.5 percent in ~~2017, compared with 67.9 percent for~~ the ~~same period~~year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. The decrease of ~~2016. The factors leading to the 0.5~~4.0 pp ~~decrease were~~is primarily ~~an unfavorable mix~~due to:

Table of ~~products sold and~~contents

•2.7 pp from higher ~~discounting,~~manufacturing costs across all segments, mainly ~~at Beauticontrol and~~from inefficiencies resulting from lower sales volume

•2.7 pp from higher overall resin costs in all segments, particularly in Europe ~~(1.0 pp), higher resin~~

•1.1 pp from product mix and other costs, ~~(0.2 pp), a negative translation impact of changes~~primarily in ~~foreign currency exchange rates, mainly in South America (0.2 pp)~~Asia Pacific and ~~higher obsolescence, mainly in light of the winding down of Beauticontrol operations (0.1 pp). This was~~ Europe

•partially offset by ~~lower manufacturing costs (0.7 pp) and~~ a ~~favorable mix impact~~2.5 pp benefit from ~~relatively higher sales~~increase in ~~certain units with higher than average gross margins (0.3 pp).~~prices across all segments

As discussed in Note 22: Distribution Costs to the Condensed Consolidated Financial Statements in Item 1. Financial Statements, the Company includes distribution costs ~~related to the distribution~~ of its products in ~~DS&A.~~selling, general and administrative expense. As a result, the ~~Company's~~Company’s gross ~~margin~~profit may not be comparable with other companies ~~that~~which include ~~these costs~~this expense in ~~costs~~cost of products sold.

~~Costs~~

Selling, General and ~~Expenses~~Administrative Expense

~~DS&A~~

Selling, general and administrative expenses were $175.6 million and $190.7 million in the third quarter of 2022 and 2021, respectively. Excluding foreign exchange impact of $11.8 million, selling, general and administrative expense decreased by $3.3 million primarily due to lower sales volumes impacting the following:

•$3.2 million decrease in administration costs mainly related to stock compensation, partially offset by increases in incremental expense to support the omnichannel strategy and improve service

•$1.2 million decrease in distribution costs, inclusive of the negative impact from expenses related to the rationalization of warehouses in the United States and Canada

•partially offset by a $1.1 million increase in selling costs, mainly related to higher commission expenses in India and Indonesia

•promotional costs remained in line with prior year as the $2.9 million cost reduction from lower sales volume was offset by a $2.9 million re-investment in sales force in-person events and meetings

Selling, general and administrative expense as a percentage of sales was ~~52.6~~58.0 percent and 50.6 percent in the third quarter of ~~2017,~~2022 and 2021, respectively. The 7.4 pp increase in selling, general and administrative expense as compared ~~with 54.5 percent~~to the third quarter of 2021 is primarily due to:

•2.0 pp increase due to promotional costs from re-investments in ~~2016. The comparison reflected more efficient promotional spending~~sales force in-person events and meetings

•2.0 pp increase due to higher selling related expenses mainly from business-to-business investments, primarily ~~in Europe, Asia Pacific and Beauty North America (1.6 pp), lower marketing costs in Europe and Beauty North America (0.4 pp), accrual adjustments~~ in the United States and Canada, ~~(0.4 pp),~~and the new business model in India

•1.3 pp increase due to higher distribution costs, primarily due to the rationalization of warehouses in the United States and Canada

•1.2 pp increase from higher commission expenses in Indonesia, a ~~positive impact from~~reversal of a non-income tax reserve in the ~~translation effect~~third quarter of ~~changes~~2021 in ~~foreign currency exchange rates (0.3 pp),~~Brazil, and an increase in marketing expenses to support e-commerce volume, primarily in the United States and Canada

•0.7 pp increase in allowance for credit losses, primarily in France

•0.2 pp increase due to under absorption of administration expenses on lower sales and incremental investments to support the omnichannel strategy and improve service

Selling, general and administrative expenses were $565.9 million and $620.5 million in ~~Europe (0.2 pp). This was~~the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. Excluding foreign exchange impact of $28.4 million selling, general and administrative expense decreased by $26.2 million primarily due to lower sales volumes impacting the following:

•$15.1 million decrease in selling costs, partially offset by ~~increased commissions from~~ higher ~~sales at Beauticontrol (0.3 pp), higher bad debt expense~~commission expenses in Indonesia

•$14.2 million decrease in distribution costs, inclusive of cost inflation as well as expenses related to the rationalization of warehouses in the United States and Canada

•$9.5 million decrease in promotional costs, mainly in Europe, and ~~South America (0.3 pp), increased selling expenses~~sales and recruiting event savings in ~~Asia Pacific~~the United States and ~~South America (0.2 pp)~~Canada

•partially offset by a $13.1 million increase due to a reversal of non-income tax reserves in Brazil in the second and third quarters of 2021 and an enterprise award from the local government in China which was received in the first quarter of 2021, both of which did not repeat in 2022, and higher ~~distribution costs~~investments in ~~Europe~~marketing, business expansion talent, and ~~Tupperware North America (0.3 pp).~~infrastructure needs, as well as investments in the optimization of the Company's global tax structure

~~For the year-to-date periods, DS&A~~

Selling, general and administrative expense as a percentage of sales ~~decreased to 52.9~~was 57.1 percent ~~from 54.0~~and 51.4 percent in ~~2016. The factors impacting the year-to-date comparison were largely the same as those impacting the quarterly comparison.~~

~~Specific segment impacts are discussed in the segment results section.~~

~~Re-engineering Costs~~

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

~~The Company recorded $9.0 million and $2.4 million in re-engineering charges during the third quarters of 2017 and 2016, respectively, and $43.9 million and $5.4 million for~~ the year-to-date periods ended September ~~30, 2017~~24, 2022 and September ~~24, 2016,~~25, 2021, respectively.

~~In 2017, these charges were primarily related to restructuring actions taken~~ The 5.7 pp increase in ~~connection with the Company's plans, through 2018 or 2019, to rationalize its supply chain~~selling, general and ~~to adjust the cost base of several marketing units. The restructuring charges also relate~~administrative expense as compared to the ~~Company's decision~~year to ~~wind-down the Beauticontrol reporting unit due to a history~~date as 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 decision to wind-down Beauticontrol, the Company recorded $3.2 million in cost of sales for inventory obsolescence, as well as $1.5 million in operating losses in light of significant discounting, during the third quarter of ~~2017.~~2021 is primarily due to:

~~In addition~~

•1.6 pp increase from higher selling and marketing costs as a result of higher investments to ~~the amounts recorded~~support business to business, retail, and e-commerce strategies

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•1.4 pp increase from higher administration costs and other expenses mainly due to reversals of non-income tax reserves in Brazil in the second and third ~~quarter~~quarters of ~~2017, the Company expects~~2021, and to record $20 to $25 million of pretax restructuring costs in the fourth quarter of 2017 and, including these 2017 amounts, a total of $100 to $110 million through 2018 or 2019. This excludes the benefit of selling fixed assets that become excess in connection with the re-engineering actions to be undertaken. The proceeds associated with such sales are expected to be up to $35 million. Of the total $100 million to $110 million in costs, the Company estimates that about 80 percent relates to severance and benefits, 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. The 2017 cash outflow related to the restructuring actions, including the wind-down of Beauticontrol, is expected to be about $25 million, and including this amount, the total cash outflow in connection with the actions over time is expected to be $90 to $100 million before proceedsan enterprise award from the ~~sale of fixed assets connected with the re-engineering actions. The annualized benefit of these actions once fully implemented, is expected to be about $35 million with a small amount of benefit~~local government in ~~2017 and about two-thirds of the annualized benefit to be realized in 2018. Savings will come mainly through lower cost of products sold, as well as lower DS&A expense.~~

In 2016, the charges were primarily related to severance costs incurred for headcount reductions in several of the Company’s operations in connection with changes in its management and organizational structures.

~~Goodwill and Indefinite-lived Intangible Assets~~

~~The Company's goodwill and intangible assets relate primarily to the December 2005 acquisition of the direct-to-consumer businesses of Sara Lee Corporation. The Company has early adopted~~ ~~Accounting Standards Update 2017-04: Simplifying the Test for Goodwill Impairment~~.

In the third quarter of 2017, the Company completed the annual assessments for all of its reporting units and indefinite-lived intangible assets, concluding there were no impairments. The Company performed only qualitative assessments in the third quarter of 2017.

In the second quarter of 2017, as part of its on-going assessment of goodwill and intangible assets, the Company noted that the sales, profitability and cash flow of Fuller Mexico had fallen below its recent trend lines and would fall significantly short of previous expectations for the year. As a result, the Company performed an interim impairment test as of the end of May 2017, recording an impairment charge of $62.9 million.

The impairment evaluation of the Fuller Mexico reporting unit included a fair value analysis, for which the significant assumptions included annual revenue growth rates ranging from negative 10 percent to positive 4 percent, a compound average growth rate of 1.6 percent, and a 3 percent growth rate used in calculating the terminal value. The discount rate used for Fuller Mexico was 15.8 percent,China which was 1.0 percentage point higher than at the time of the annual assessment performed in the third quarter of 2016 based on changes to interest rates and other macro-economic factors in Mexico since that time.

In 2016, the Company estimated the fair value of this reporting unit at an amount that exceeded its carrying value by about 20 percent. However, the estimated fair value was dependent upon the Company's ability in 2017 to overcome a trend of negative sales, profit and cash flow that began in 2011, and the discount rate to be applied not increasing. In its 2016 annual assessment for Fuller Mexico, the Company projected 1 percent growth in sales for 2017, mainly from expectations over the second half of the year. Since 2011, local currency sales have declined an average of 5 percent, ranging from negative 2 percent to negative 9 percent. Local currency sales declined 9 percentreceived in the first quarter of ~~2017. Operating profit as a percentage~~2021 and did not repeat in 2022, partially offset by lower management incentives

•1.1 pp increase due to under absorption of administration expenses on lower sales ~~declined~~and incremental investments in commercial, business expansion, and infrastructure needs to support the omnichannel strategy

•0.8 pp from ~~the mid-teens in 2012~~higher warehousing costs to ~~a high-single digit~~improve service levels and due to inflation, primarily in the ~~first quarter of 2017, though at that time, this was not considered to be significantly out of line with the reporting unit's ability to meet 2017 expectations with regard to sales~~United States and profitability, particularly as sales force and other key performance metrics were trending in a positive direction. However, in April and May of 2017, the sales, profit and cash flow trends worsened significantly with declines in the mid-to-high teens and operating profit as a percentage of sales in the mid-single digits. As a result, the Company concluded, as part of its on-going process to assess goodwill and intangible assets, that a triggering event for impairment had occurred and performed the fair value analysis as described. Since 2011, Fuller Mexico has been impacted by a challenging macro-economic environment, increased competition in the retail and direct selling sectors for beauty and personal care products,Canada, as well as expenses related to the ~~results~~rationalization of ~~certain strategies~~warehouses in the United States and ~~margin~~Canada

•0.7 pp higher investments ~~implemented by the Company that did not successfully change its negative trends~~in other accounts, including promotional costs due to re-investments in sales force in-person events and ~~field manager key performance indicators necessary~~meetings, higher commission expenses in Indonesia, and higher allowance for credit losses in France

The Company segregates selling, general and administrative expenses into allocated and unallocated expenses based upon the estimated time spent managing segment operations. The allocated expenses are then apportioned on a local currency basis to ~~grow~~each segment based primarily upon segment net sales. The unallocated expenses reflect amounts unrelated to segment operations. Selling, general and administrative expense to be allocated is determined at the ~~sales, profit and cash flow.~~

~~Fuller Mexico continues to carry a total sales force size and field manager deficit as~~beginning of the ~~end of September, despite new programs aimed at higher rates of sales force additions~~year based upon estimated expenditures.

Unallocated expenses were $12.1 million and retention and increased activity. These programs and trends were considered as part of the fair value evaluation performed as of the end of May 2017. With the estimated fair value of the reporting unit equaling its carrying value as of the end of the May 2017 evaluation, the Fuller Mexico reporting unit has a high risk of future impairment to the remaining goodwill balance of $18.9 million. Fuller Mexico's performance in the third quarter of 2017 was not out of line with assumptions built into the fair value evaluation performed as of the end of May 2017, despite the impact of the natural disasters in Mexico during the third quarter of 2017. Any lingering impacts into the fourth quarter 2017 are expected to be temporary and not impactful to the long-term value of the business. A deterioration in key operating metrics, such as sales force size, and/or operating performance significantly below current expectations, including changes in projected future revenue, profitability and cash flow, as well as higher working capital, interest rates, or cost of capital, could have a negative effect on the fair value of the reporting unit. In addition, the Company is unable to predict, at this time, whether there will be a significant, long-term impact to the Fuller Mexico operations due to changes in the macro-economic environment. Should the Company's programs and strategies to improve the key performance indicators as outlined above not be able to overcome the general trends in the business and/or macro-economic factors in the time frame forecast, which could also impact the long-term discount rate values used in estimating fair value, the estimated fair value of the reporting unit could fall below its carrying value. This would result in recording an impairment to the goodwill of Fuller Mexico.

~~Net Interest Expense~~

~~Net interest expense was $10.7~~$7.2 million in the third quarter of ~~2017, compared with $12.0~~2022 and 2021, respectively. The $4.9 million ~~in 2016. In the year-to-date periods, net interest expense was $32.7 million in 2017, compared with $33.8 million in 2016. The change in net interest expense in the year-over-year comparisons was~~increase is primarily due to ~~relative changes in forward points related~~lower reversal of management incentives as compared to ~~the Company's forward currency contracts.~~

~~Tax Rate~~

~~The effective tax rate for~~ the third quarter ~~and year-to-date periods~~ of ~~2017 were 44.3 percent and 43.4 percent compared with 38.4 percent and 30.4 percent, respectively, for the comparable 2016 periods. The change in the year-to-date rate was~~2021 due to the ~~impairment and other charges, for which limited tax benefits were available.~~

~~As discussed~~reduction in ~~Note 14 to~~2022 happening throughout the ~~Consolidated Financial Statements,~~first three quarters while the Company's uncertain tax positions increase the potential for volatility in its tax rate. As such, it is reasonably possible that the effective tax rates in any individual quarter will vary from the full year expectation. At this time, the Company is unable to estimate what impact that may have on any individual quarter. Under the FASB amendment to existing guidance regarding employee share-based payments, as of January 1, 2017, all excess tax benefits and tax deficits will be recognized in the income statement. As of September 30, 2017, the Company’s estimated tax benefit regarding employee-share-based payments included in the 2017 effective rate was $0.4 million. The Company's adoption of this amendment did not have a material impact2021 reduction started in the third quarter, ~~of 2017, but may cause volatility~~increased information technology investments, and higher legal costs related to intellectual property, partially offset by lower stock compensation costs.

Unallocated expenses were $47.4 million and $30.9 million in the ~~future depending on the timing~~year-to-date periods ended September 24, 2022 and ~~intrinsic value of future share based~~September 25, 2021, respectively. The $16.5 million increase is primarily due to information technology investments, partially offset by lower management incentives and stock compensation ~~award exercises.~~costs.

~~Net Income~~

~~Net income decreased $17.4~~Re-engineering Charges

Re-engineering chargeswere $4.5 million and $1.8 million in the third quarter of ~~2017 compared with 2016, primarily reflecting $20.1~~2022 and 2021, respectively, and $13.0 million ~~lower pre-tax gains from real estate transactions, $6.6~~and $9.7 million ~~higher pre-tax~~in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. These re-engineering charges were mainly related to the “Turnaround Plan” which was launched in mid-2020 under the new leadership. Declines in revenue led the Company to evaluate its operating structure leading to actions designed to reduce costs, improve operating efficiency, and otherwise turn around its business. These actions often result in ~~connection with~~re-engineering charges related to headcount reductions and facility down-sizing and closures, as well as related asset write-downs. Other costs are costs that may be necessary in light of the revised operating landscape that include structural changes impacting how the Company's sales force operates. The Company may recognize gains or losses upon disposal of excess facilities or other activities directly related to its re-engineering efforts.

The re-engineering charges were:


	13 weeks ended				39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Turnaround plan	$	4.5	$	1.6	$	13.0	$	8.2
Other	—		0.2		—		1.5

Total re-engineering charges	$	4.5	$	1.8	$	13.0	$	9.7

The key elements of the Turnaround Plan include: increasing the Company's right-sizing plans to improve profitability, accelerating the divestiture of non-core assets to strengthen the balance sheet, restructuring ~~plan announced~~the Company’s debt to enhance liquidity, and structurally fixing the Company’s core business to create a more sustainable business model. The types of charges included in ~~July 2017,~~the Turnaround Plan are primarily related to severance costs, facility closing costs, and outside consulting services. For more information related to 2022, please see Note 5: Re-engineering Charges. The Company expects to incur $20.0 million to $30.0 million of Turnaround Plan charges in 2022.

Refer to Note 5: Re-engineering Charges to the Condensed Consolidated Financial Statements in Item 1. Financial Statements for further information.

Loss (Gain) on Disposal of Assets

Loss (gain) on disposal of assets were a loss of $0.7 million and a ~~higher segment~~gain of $1.7 million in the third quarter of 2022 and 2021, respectively. The loss in ~~Beauty North America~~the third quarter of 2022 is primarily due to the write off of information technology assets due to business and strategy changes and the gain in ~~connection with~~ the ~~Company's decision~~third quarter of 2021 is mainly related to ~~wind-down Beauticontrol.~~the sale of an office building in the Netherlands. Loss

~~Net income~~

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(gain) on disposal of assets were a loss of $2.3 million and a gain of $8.9 million in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. The year-to-date loss for the period ended September 24, 2022 is primarily due to the write off of information technology assets and the year-to-date gain for the period ended September 25, 2021 was largely due to the sale of a manufacturing plant in France and an office building in the Netherlands.

Loss on Extinguishment of Debt

The Company restructured its debt in the fourth quarter of 2021 and as such did not have any debt extinguishment activity in the third quarter of 2022. In the third quarter of 2021, the Company did not extinguish debt. The Company did not have any activity in the year-to-date period ~~decreased 58 percent,~~ended September 24, 2022, but had payments of $101.2 million to reduce its debt in the year-to-date period ended September 25, 2021 that resulted in a loss on debt extinguishment of $8.1 million.

Interest Expense

Interest expense was $8.3 million and $8.2 million in the third quarter of 2022 and 2021, respectively, and $18.9 million and $29.7 million in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. Interest expense in the third quarter of 2022 is slightly higher as compared ~~with 2016, including~~to the third quarter of 2021 due to the recent increases in interest rates. The year-to-date decrease in interest expense is a ~~positive~~result of the debt restructuring in the fourth quarter of 2021, which resulted in a significant reduction in interest rates versus the prior debt outstanding under the previous credit agreement.

Interest Income

Interest income was $1.3 million and $0.3 million in the third quarter of 2022 and 2021, respectively, and $3.2 million and $0.9 million in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. Interest income is related to the interest earned on the Company's cash balances. Interest income in the third quarter of 2022 and year-to-date period ended September 24, 2022 has increased as the Company invests its excess cash, primarily in Argentina.

Other Expense, Net

Other expense, net was expense of $1.6 million and $1.2 million in the third quarter of 2022 and 2021, respectively. The expense of $6.6 million and $0.8 million in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively, are primarily driven by foreign currency losses. The Company records foreign currency translation impacts and pension costs in this line item.

Provision (Benefit) for Income Taxes

Provision (benefit) for income taxes was a provision of $11.0 million and a benefit of $12.4 million in the third quarter of 2022 and 2021, respectively, and a provision of $32.6 million and $32.2 million in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. The effective tax rate was 152.8 percent and (25.8) percent in the third quarter of 2022 and 2021, respectively. The change in the effective tax rate in the third quarter of 2022 as compared to the third quarter of 2021, was primarily due to:

•a non-recurring favorable impact from a tax policy change elected in the prior year related to a tax method change for certain direct and indirect costs of inventory and self-constructed assets under IRC Section 263A,

•an unfavorable jurisdictional mix of earnings, significantly impacted by the marginal pre-tax earnings in the third quarter of 2022,

•negative impact of the GILTI regime, which results in a reduction of benefits on domestic losses,

•additional valuation allowance on disallowed interest expense due to the change in IRC Section 163(j) rules from EBIDTA to EBIT. The Company maintains a full valuation allowance on deferred tax assets for interest carryforwards, and

•as described in Note 1: Summary of Significant Accounting Policies, the Company recorded an out-of-period adjustment to income tax expense during the third quarter of 2022, which resulted in a $1.3 million decrease in income from continuing operations. This error resulted from intercompany costs which were allocated to an incorrect legal entity resulting in net understatement of income tax expense for these entities.

Refer to Note 6: Income Taxes to the Condensed Consolidated Financial Statements in Item 1. Financial Statements for further information.

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Net (Loss) Income from Continuing Operations

Net (loss) income from continuing operations was a loss of $3.8 million and income of $60.4 million in the third quarter of 2022 and 2021, respectively, and income of $3.2 million and $136.2 million in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. See above discussion for the main drivers of changes in foreign currency exchange rates. The factors impacting the comparison are largely the same as the quarter, along with the $62.9 million impairment of goodwill related to Fuller Mexico, and increased segment profit in Tupperware South America, primarilynet (loss) income from ~~Brazil from higher volume of products sold from a larger sales force.~~

continuing operations. A more detailed discussion of the ~~sales~~ results by ~~reporting~~ segment is included in the segment results section below.

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Segment Results

International operations generated 91 percent of sales in the third quarters of 2017 and 2016 and 100 percent of the Company's segment profit in the third quarters of 2017 and 2016. In the year-to-date periods of 2017 and 2016, international operations, as a group generated 91 percent of sales in each year and 9889.3 percent and ~~100 percent, respectively, of net segment profit.~~

~~The sale of beauty products generated 16 percent and 15~~90.4 percent of sales in the third quarter of 2022 and 2021, respectively, and 89.2 percent and 89.0 percent in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. These units generated 112.5 percent and 99.0 percent of ~~2017, and 17 percent~~segment profit in the third quarter of 2022 and ~~year-to-date periods of 2016.~~

~~Segment Results~~

~~Europe~~

(In millions) 13 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact Percent of total
Sep 30,
2017 Sep 24,
2016 2017 2016
Net sales $ 110.8
$ 107.3
3 % (2 )% $ 5.1
21
21
Segment loss (2.4 ) (1.8 ) (34 ) (52 ) 0.2
(3 ) (2 )

Segment loss as percent of sales (2.2 )% (1.7 )% (0.5 ) pp na
na
na
na

(In millions) 39 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact Percent of total
Sep 30,
2017 Sep 24,
2016 2017 2016
Net sales $ 395.7
$ 399.6
(1 )% (2 )% $ 4.1
24 25
Segment profit 29.4
38.0
(23 ) (26 ) 1.6
10 14

Segment profit as percent of sales 7.4 % 9.5 % (2.1 ) pp na
na
na na

~~_________________________~~



na	~~not applicable~~
pp	~~percentage points~~

~~Reported sales increased 3~~2021, respectively, and 102.8 percent compared with the third quarter of 2016. Excluding the impact of changes in foreign currency exchange rates, sales decreased 2 percent compared with the third quarter of 2016, reflecting more aggressive promotional pricing, along with lower volumes in the segment's established markets. Overall, prices decreased 1and 99.1 percent in the ~~third quarter.~~year-to-date periods ended September 24, 2022 and September 25, 2021, respectively.

~~Emerging markets accounted for $47.7~~

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Asia Pacific


													Change excluding the foreign exchange impact				Percent of total
(In millions of U.S. Dollars)	13 weeks ended						Change				Foreign exchange impact						13 weeks ended
	Sep 24, 2022			Sep 25, 2021			Amount		Percent				Amount		Percent		Sep 24, 2022		Sep 25, 2021
Net sales	$	85.4		$	112.9		$	(27.5)	(24)	%	$	(8.1)	$	(19.4)	(19)	%	28	%	30	%
Segment profit	$	11.1		$	25.7		$	(14.6)	(57)	%	$	(0.5)	$	(14.1)	(56)	%	34	%	40	%
Segment profit as percent of net sales	13.0		%	22.8		%	N/A		(9.8) pp		N/A		N/A		N/A		N/A		N/A

													Change excluding the foreign exchange impact				Percent of total
(In millions of U.S. Dollars)	39 weeks ended						Change				Foreign exchange impact						39 weeks ended
	Sep 24, 2022			Sep 25, 2021			Amount		Percent				Amount		Percent		Sep 24, 2022		Sep 25, 2021
Net sales	$	273.9		$	343.8		$	(69.9)	(20)	%	$	(14.8)	$	(55.1)	(17)	%	28	%	29	%
Segment profit	$	35.3		$	81.9		$	(46.6)	(57)	%	$	(3.5)	$	(43.0)	(55)	%	29	%	34	%
Segment profit as percent of net sales	12.9		%	23.8		%	N/A		(10.9) pp		N/A		N/A		N/A		N/A		N/A

____________________

N/A - not applicable

pp - percentage points

+ - change greater than ±100%

Net sales were $85.4 million and $43.6 million, or 43 percent and 41 percent of the reported sales in the segment in the third quarters of 2017 and 2016, respectively. On a local currency basis, the emerging market units' sales increased by 7 percent, primarily reflecting a larger sales force size in Tupperware South Africa and a more productive sales force in the Commonwealth of Independent States (CIS).

The established markets' reported sales decreased 1 percent. Excluding the impact of changes in foreign currency exchange rates, these markets decreased 7 percent, primarily reflecting a decrease from a smaller, less active sales force in France, as well as a smaller, less productive sales force in Germany.

~~Segment profit decreased $0.6~~$112.9 million in the third quarter of ~~2017 versus 2016.~~2022 and 2021, respectively. Excluding ~~the~~foreign exchange impact, ~~of changes in foreign currency exchange rates, segment profit~~sales decreased ~~$0.8~~$19.4 million or 19 percent, primarily due to lower sales ~~along with higher bad debt~~force activity in China, Indonesia, and ~~distribution costs.~~Malaysia, including from lower recruiting in Indonesia and Malaysia. China’s sales declined mainly due to continued COVID-19 lockdowns resulting in limited mobility of consumers, restrictions to open stores, and logistics delays impacting product availability at the outlets. Indonesia's underperformance was driven by longer than anticipated sales force adoption of business model and compensation plan adjustments, while Malaysia’s performance was negatively impacted by lower sales force engagement and recruiting, lower consumer spending caused in part by removal of government subsidy on food essentials, and lower sales volume negatively impacted by price increases.

On a year-to-date basis, reported sales decreased 1 percent compared with 2016. Excluding the impact of changes in foreign currency exchange rates, sales in 2017 were down 2 percent compared with 2016. The factors impacting the sales comparison are largely the same as the quarter.

~~Year-to-date segment profit was down 23 percent and down 26 percent in local currency. The factors impacting the segment profit comparison were largely the same as those impacting the quarter.~~

The ~~Euro and the South African rand were the main currencies that impacted the third quarter year-over-year sales comparison. There was no significant~~COVID-19 impact from currencies on the profit comparison. The Russian ruble, South African rand and Turkish lire impacted the year-to-date sales comparison, while South African rand had the main impact on the year-to-date profit comparison.

~~Asia Pacific~~

(In millions) 13 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact Percent of total
Sep 30,
2017 Sep 24,
2016 2017 2016
Net sales $ 184.4
$ 188.9
(2 )% (1 )% $ (2.1 ) 34 36
Segment profit 49.5
46.8
6
6
(0.3 ) 58 56

Segment profit as percent of sales 26.8 % 24.8 % 2.0
pp na
na
na na

(In millions) 39 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact Percent of total
Sep 30,
2017 Sep 24,
2016 2017 2016
Net sales $ 545.2
$ 554.8
(2 )% — % $ (7.6 ) 32 35
Segment profit 135.7
130.4
4
5
(1.6 ) 48 49

Segment profit as percent of sales 24.9 % 23.5 % 1.4
pp na
na
na na

~~__________________________~~



na	~~not applicable~~
pp	~~percentage points~~

~~Reported sales decreased 2~~is estimated at negative 8 percent ~~compared with~~in the third quarter of ~~2016. Excluding the impact of changes in foreign currency exchange rates, sales decreased 1 percent.~~2022, almost entirely driven by China. The average impact of higher prices was ~~1 percent.~~

Emerging markets accounted for $157.9 million and $160.3 million, or 86 percent and 85 percent of the reported sales in the third quarters of 2017 and 2016, respectively. Excluding the negative $2.1 million impact from changes in foreign currency exchange rates, sales in these units were even with 2016. The most significant decreases were in Indonesia from a smaller, less active and less productive sales force, and in India from significantly fewer active sellers in light of requirements under the federal government's direct selling guidelines and the constrained consumer spending due to implementation of a nationwide goods and services tax on July 1, 2017. This was partially offset by China, primarily related to higher studio productivity, including from digital marketing initiatives to its members, of which there were 62 percent more at the end of September 2017 compared with September 2016. China ended the quarter with 5,900 experience studios, which was 7 percent more than at the end of the third quarter of 2016.

~~The units operating in the established markets decreased~~approximately 7 percent in the third quarter of ~~2017, primarily related~~2022 compared with 2021. The negative impact to ~~a double digit decrease at Nutrimetics Australia & New Zealand due to a smaller~~net sales ~~force and a poor response to its activation campaigns during the period.~~from lower volume was approximately 31 percent.

Segment profit ~~increased 6 percent compared with~~was $11.1 million and $25.7 million in the third quarter of ~~2016.~~2022 and 2021, respectively. Excluding foreign exchange impact, segment profit decreased $14.1 million, primarily due to impact of lower sales volume, driven by China, Indonesia, and Malaysia, higher product costs across the segment, including manufacturing inefficiencies. Cost rationalization actions continue to be implemented but trailed the sales decline in the quarter, mainly in China.

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Net sales were $273.9 million and $343.8 million in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. Excluding foreign exchange impact, sales decreased $55.1 million or 17 percent, due to factors largely mirroring those noted above with respect to the explanation of changes in the third quarter of 2022 compared with 2021.

Segment profit was $35.3 million and $81.9 million in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. Excluding foreign ~~currency~~ exchange ~~rates,~~impact, segment profit ~~was up 6 percent compared with 2016, despite lower local currency sales by the segment, primarily~~decreased $43.0 million, due to factors largely mirroring those noted above with respect to the ~~higher sales in China, which has a much higher than average return on sales and a high contribution margin on incremental sales, and better overall management of promotional expense.~~

~~On a year-to-date basis, reported sales decreased 2 percent compared with the same period of 2016. Excluding the impact~~explanation of changes in ~~foreign currency exchange rates, sales were even~~the third quarter of 2022 compared with ~~2016. Local currency sales and segment profit variances largely mirrored those~~2021, in addition to the absence of an enterprise award of $3.1 million from the ~~quarter.~~local China government in the first quarter of 2021.

The ~~Malaysian ringgit and the Philippine peso~~Chinese Renminbi had the most meaningful impact on the third quarter ~~sales comparisons with no currencies having significant impact on the profit comparison. The Chinese renminbi also impacted the year-to-date~~2022 net sales and profit ~~comparison.~~comparisons.

~~Tupperware North America~~

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(In millions) 13 weeks ended Change Change excluding the impact of foreign exchange
Foreign exchange impact
Percent of total
Sep 30,
2017 Sep 24,
2016 2017 2016
Net sales $ 94.7
$ 88.1
7 % 4 % $ 2.7
18 17
Segment profit 20.3
17.2
18
13
0.8
23 20

Segment profit as percent of sales 21.4 % 19.5 % 1.9
pp na
na
na na
Europe

(In millions) 39 weeks ended Change Change excluding the impact of foreign exchange
Foreign exchange impact
Percent of total
Sep 30,
2017 Sep 24,
2016 2017 2016
Net sales $ 283.6
$ 264.4
7 % 8 % $ (1.4 ) 17 16
Segment profit 57.8
51.2
13
14
(0.6 ) 20 19

Segment profit as percent of sales 20.4 % 19.4 % 1.0
pp na
na
na na


													Change excluding the foreign exchange impact				Percent of total
(In millions of U.S. Dollars)	13 weeks ended						Change				Foreign exchange impact						13 weeks ended
	Sep 24, 2022			Sep 25, 2021			Amount		Percent				Amount		Percent		Sep 24, 2022		Sep 25, 2021
Net sales	$	60.8		$	91.3		$	(30.5)	(33)	%	$	(11.5)	$	(19.0)	(24)	%	20	%	24	%
Segment profit	$	2.0		$	14.7		$	(12.7)	(86)	%	$	(1.8)	$	(10.9)	(84)	%	6	%	23	%
Segment profit as percent of net sales	3.3		%	16.1		%	N/A		(12.8) pp		N/A		N/A		N/A		N/A		N/A

													Change excluding the foreign exchange impact				Percent of total
(In millions of U.S. Dollars)	39 weeks ended						Change				Foreign exchange impact						39 weeks ended
	Sep 24, 2022			Sep 25, 2021			Amount		Percent				Amount		Percent		Sep 24, 2022		Sep 25, 2021
Net sales	$	222.6		$	326.8		$	(104.2)	(32)	%	$	(34.3)	$	(69.9)	(24)	%	23	%	27	%
Segment profit	$	14.3		$	66.5		$	(52.2)	(78)	%	$	(6.9)	$	(45.3)	(76)	%	12	%	28	%
Segment profit as percent of net sales	6.4		%	20.3		%	N/A		(13.9) pp		N/A		N/A		N/A		N/A		N/A

____________________

~~_________________________~~N/A - not applicable

pp - percentage points



na	~~not applicable~~
pp	~~percentage points~~

+ - change greater than ±100%

~~Reported~~

Net sales were $60.8 million and $91.3 million in the third quarter of ~~2017 increased 7~~2022 and 2021, respectively. Excluding foreign exchange impact, sales decreased $19.0 million or 24 percent, ~~compared with the third quarter of 2016. Excluding the impact of changes in foreign currency exchange rates, sales increased 4 percent~~primarily due to a ~~larger~~less active sales force, ~~size~~particularly in ~~Mexico, despite~~France, Germany, Iberia, and South Africa. Sales force activities across the ~~impacts due to disruption from natural disasters,~~segment were driven by lower consumer spending, as a result of continued deterioration in consumer sentiment impacted by geopolitical concerns, higher inflation, and ~~more active sellers~~higher gas prices. In addition, the segment was negatively impacted by lower business-to-business transactions, mainly in ~~the United States and Canada.~~ Germany.

The average impact of higher prices was 1approximately 10 percent in the third quarter of 2022 compared with 2021. The negative impact to net sales from lower volume was approximately 44 percent.

~~Reported~~

Segment profit was $2.0 million and $14.7 million in the third quarter of 2022 and 2021, respectively. Excluding foreign exchange impact, segment profit decreased $10.9 million, primarily due to lower sales volume, including from timing of business-to-business sales, and to lower gross margin due to higher product costs across the segment, including from manufacturing inefficiencies. The Company continues to right-size the organization through reduction in fixed costs across all functional areas in the segment, nonetheless, these initiatives trailed the sales decline in the quarter.

Net sales were $222.6 million and $326.8 million in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. Excluding foreign exchange impact, sales decreased $69.9 million or 24 percent, due to factors largely mirroring those noted above with respect to the explanation of changes in the third quarter of 2022 compared with 2021.

Segment profit was $14.3 million and $66.5 million in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. Excluding foreign exchange impact, segment profit decreased $45.3 million, primarily due to profit impact from lower sales volume and higher product costs, partially offset by the implementation of right-sizing initiatives related to the Turnaround Plan.

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The Euro had the most meaningful impact on the third quarter 2022 net sales and profit comparisons.

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North America


													Change excluding the foreign exchange impact				Percent of total
(In millions of U.S. Dollars)	13 weeks ended						Change				Foreign exchange impact						13 weeks ended
	Sep 24, 2022			Sep 25, 2021			Amount		Percent				Amount		Percent		Sep 24, 2022		Sep 25, 2021
Net sales	$	86.3		$	103.1		$	(16.8)	(16)	%	$	(0.5)	$	(16.3)	(16)	%	29	%	27	%
Segment profit	$	5.7		$	10.5		$	(4.8)	(47)	%	$	(0.1)	$	(4.7)	(45)	%	17	%	16	%
Segment profit as percent of net sales	6.6		%	10.2		%	N/A		(3.6) pp		N/A		N/A		N/A		N/A		N/A

													Change excluding the foreign exchange impact				Percent of total
(In millions of U.S. Dollars)	39 weeks ended						Change				Foreign exchange impact						39 weeks ended
	Sep 24, 2022			Sep 25, 2021			Amount		Percent				Amount		Percent		Sep 24, 2022		Sep 25, 2021
Net sales	$	292.4		$	343.0		$	(50.6)	(15)	%	$	(1.4)	$	(49.1)	(14)	%	29	%	28	%
Segment profit	$	32.3		$	42.6		$	(10.3)	(24)	%	$	(0.1)	$	(10.2)	(24)	%	27	%	18	%
Segment profit as percent of net sales	11.0		%	12.4		%	N/A		(1.4) pp		N/A		N/A		N/A		N/A		N/A

____________________

N/A - not applicable

pp - percentage points

+ - change greater than ±100%

Net sales were $86.3 million and $103.1 million in the third quarter of 2022 and 2021, respectively. Excluding foreign exchange impact, sales decreased $16.3 million or 16 percent, primarily due to lower recruiting and sales force activity, which were negatively impacted by price increases in Mexico and the United States and Canada. Mexico sales were further impacted by timing of business-to-business sales. The United States and Canada performance was also negatively impacted by lower sales force activity resulting from an increase in the targeted sales levels required for the sales force to achieve commissions.

The average impact of higher prices was approximately 10 percent in the third quarter of 2022 compared with 2021. The negative impact to net sales from lower volume was approximately 26 percent.

Segment profit was $5.7 million and $10.5 million in the third quarter of 2022 and 2021, respectively. Excluding foreign exchange impact, segment profit decreased $4.7 million, primarily due to:

•lower sales volume in Mexico and the United States and Canada

•lower gross margin due to higher product costs across the segment, including from manufacturing inefficiencies

•higher distribution expenses related to the rationalization of warehouses, partially offset by lower outbound freight as a result of lower sales volume, in the United States and Canada

•higher promotional costs due to return to in-person conferences and meetings

•partially offset by lower sales force commissions in the United States and Canada related to an increase in the targeted sales levels required for the sales force to achieve commissions

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Net sales were $292.4 million and $343.0 million in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. Excluding foreign exchange impact, sales decreased $49.1 million or 14 percent, primarily due to lower recruiting and lower sales force activity, due to factors largely mirroring those noted above with respect to the explanation of changes in the third quarter of 2022 compared with 2021, as well as a backlog of products resulting from the oversell of key promotional offers at both Mexico and the United States and Canada in the first half of 2022, and to sales force system issues in the United States and Canada in the second quarter of 2022.

Segment profit was $32.3 million and $42.6 million in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. Excluding foreign exchange impact, segment profit decreased $10.2 million, primarily due to:

•lower sales volume, mainly in the United States and Canada

•lower gross margin due to higher product costs, including from manufacturing inefficiencies, in Mexico and the United States and Canada

•partially offset by (1) lower distribution expenses in the United States and Canada, from lower outbound freight, and (2) lower sales force commissions related to an increase in the targeted sales levels required for the sales force to achieve commissions in the United States and Canada

The Canadian Dollar had the most meaningful impact on the third quarter 2022 net sales and profit comparisons.

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South America


													Change excluding the foreign exchange impact				Percent of total
(In millions of U.S. Dollars)	13 weeks ended						Change				Foreign exchange impact						13 weeks ended
	Sep 24, 2022			Sep 25, 2021			Amount		Percent				Amount		Percent		Sep 24, 2022		Sep 25, 2021
Net sales	$	70.3		$	69.6		$	0.7	1	%	$	(3.8)	$	4.5	7	%	23	%	19	%
Segment profit	$	14.3		$	13.5		$	0.8	6	%	$	(0.1)	$	0.9	7	%	43	%	21	%
Segment profit as percent of net sales	20.3		%	19.4		%	N/A		0.9 pp		N/A		N/A		N/A		N/A		N/A

													Change excluding the foreign exchange impact				Percent of total
(In millions of U.S. Dollars)	39 weeks ended						Change				Foreign exchange impact						39 weeks ended
	Sep 24, 2022			Sep 25, 2021			Amount		Percent				Amount		Percent		Sep 24, 2022		Sep 25, 2021
Net sales	$	202.4		$	193.8		$	8.6	4	%	$	(2.8)	$	11.4	6	%	20	%	16	%
Segment profit	$	38.9		$	46.8		$	(7.9)	(17)	%	$	(0.1)	$	(7.8)	(17)	%	32	%	20	%
Segment profit as percent of net sales	19.2		%	24.1		%	N/A		(4.9) pp		N/A		N/A		N/A		N/A		N/A

____________________

N/A - not applicable

pp - percentage points

+ - change greater than ±100%

Net sales were $70.3 million and $69.6 million in the third quarter of 2022 and 2021, respectively. Excluding foreign exchange impact, sales increased $4.5 million or 7 percent, due to higher net sales in Argentina primarily from a larger total and active sales force, including from higher retention and productivity, as well as higher prices due to inflation, partially offset by a sales decline in Brazil from lower sales force activity driven by challenging macroeconomic conditions ahead of presidential and general elections.

The average impact of higher prices was approximately 18 percent in the third quarter of ~~2017. Excluding the~~2022 compared with 2021. The negative impact ~~of foreign currency exchange rates,~~to net sales from lower volume was approximately 17 percent.

Segment profit ~~increased by 13 percent, reflecting higher sales with improved gross margin~~was $14.3 million and ~~lower operating expenses including accrual adjustments~~$13.5 million in ~~the United States and Canada.~~

Reported sales increased 7 percent on a year-to-date basis. Excluding the impact of changes in foreign currency exchange rates, sales increased 8 percent. Year-to-date reported segment profit increased 13 percent and 14 percent on a local currency basis. Local currency sales and profit variances largely mirrored those of the quarter.

~~The Mexican peso was the main foreign currency that impacted the year-over-year comparisons.~~

~~Beauty North America~~

(In millions) 13 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact Percent of total
Sep 30,
2017 Sep 24,
2016 2017 2016
Net sales $ 44.4
$ 43.2
3 % (1 )% $ 1.8
8
8
Segment loss (4.6 ) (2.0 ) -
-
0.1
(5 ) (2 )

Segment loss as percent of sales (10.4 )% (4.6 )% (5.8 ) pp na
na
na
na

(In millions) 39 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact Percent of total
Sep 30,
2017 Sep 24,
2016 2017 2016
Net sales $ 128.6
$ 145.5
(12 )% (10 )% $ (2.2 ) 8
9
Segment loss (5.6 ) (2.3 ) - -
(0.2 ) (2 ) (1 )

Segment loss as percent of sales (4.4 )% (1.6 )% (2.8 ) pp na
na
na
na

~~_________________________~~



pp	~~percentage points~~
na	~~not applicable~~
-	~~change is greater than 100%~~

In the third quarter of ~~2017,~~2022 and 2021, respectively. Excluding foreign exchange impact, segment profit increased $0.9 million driven by higher profit in Argentina from higher sales volume, partially offset by Brazil due to the ~~Company announced it would wind-down its Beauticontrol business. During full year 2016, Beauticontrol~~reversal of a non-income tax reserve in the third quarter of 2021.

Net sales were ~~$46.4 million, including $9.8~~$202.4 million and ~~$11.5~~$193.8 million in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively. Excluding foreign exchange impact, sales increased $11.4 million or 6 percent, driven by Argentina and partially offset by Brazil, due to factors largely mirroring those noted above with respect to the explanation of changes in the third ~~and fourth quarters, respectively, and there~~quarter of 2022 compared with 2021.

Segment profit was ~~an operating loss of $9.4 million, including $3.2~~$38.9 million and ~~$0.9~~$46.8 million in the ~~third~~year-to-date periods ended September 24, 2022 and ~~fourth quarters,~~September 25, 2021, respectively. InExcluding foreign exchange impact, segment profit decreased $7.8 million, primarily due to the ~~first,~~reversal of $10 million in non-income tax reserves in Brazil in the second and third quarters of ~~2017, Beauticontrol sales were $9.5 million, $9.1 million~~2021, and ~~$12.3 million, respectively, and operating losses were $1.4 million, $1.1 million and $4.7 million, respectively.~~

Reported sales for the segment increased 3 percent in the third quarter of 2017. Excluding the impact of changes in foreign currency exchange rates, sales decreased 1 percent, reflecting lower sales by Fuller Mexico from fewer active sellers, in part, from the impacts of natural disasters occurring during the third quarter of 2017. This decrease was partially offset byto higher ~~sales at Beauticontrol in connection with sales force stocking during the wind-down period. On average, prices decreased 3 percent from significant discounting at Beauticontrol.~~

There was a $4.6 million loss in the third quarter, primarily related to lower gross margins, including increased inventory write-offs and significant discounting in light of the winding down of Beauticontrol operations. This loss was partially offset by segment profit at Fuller Mexico that was lower than in the prior year from lower sales. There was no significant impact on the comparison from changes in exchange rates.

~~The year-to-date sales and segment profit trend was similar to the third quarter, except that on a year-to-date basis Beauticontrol sales were down, while its loss was lower than in 2016.~~

~~The Mexican peso was the main currency that impacted the year-over-year sales comparisons.~~

~~South America~~

(In millions) 13 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact Percent of total
Sep 30,
2017 Sep 24,
2016 2017 2016
Net sales $ 105.2
$ 94.3
12 % 13 % $ (1.1 ) 19 18
Segment profit 23.6
23.9
(1 ) (1 ) —
27 28

Segment profit as percent of sales 22.4 % 25.3 % (2.9 ) pp na
na
na na

(In millions) 39 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact Percent of total
Sep 30,
2017 Sep 24,
2016 2017 2016
Net sales $ 314.1
$ 247.9
27 % 22 % $ 9.9
19 15
Segment profit 69.7
52.5
33
27
2.5
24 19

Segment profit as percent of sales 22.2 % 21.2 % 1.0
pp na
na
na na

~~_________________________~~



na	~~not applicable~~
pp	~~percentage points~~

Reported sales for the segment increased 12 percent in the third quarter of 2017. Excluding the impact of changes in foreign currency exchange rates, sales increased 13 percent. Of the 13 percent increase in local currency sales, around three-fourths of the increase reflected the impact of higher prices in the segment, mainlyoverall costs due to ~~high~~ inflation in Argentina and ~~Venezuela.~~Brazil.

The ~~largest increase in local currency sales was in Brazil,~~Brazilian Real had the Company's largest business unit, reflecting a larger sales force, partially offset by lower productivity in light of a tough consumer spending environment. The sales in Argentina and Venezuela increased mainly from higher prices.

~~Reported and restated segment profit decreased $0.3 million or 1 percent in~~most meaningful impact on the third quarter of 2017, despite the increased sales, primarily due to a $2.4 million impact from inventory in Venezuela being included in cost of goods sold at the stronger, historical exchange rate when it was procured and produced rather than the rate used to translate sales in the quarter, and the transaction impact on2022 net monetary assets from the weakening of the Venezuelan bolivar in light of the hyper-inflationary environment in the country, as well as a lower drop through to profit relative to sales from higher operating costs in Brazil.

~~The year-to-date~~ sales and profit ~~comparisons largely mirrored the quarter, except for a larger impact on sales from foreign currency exchange rates in the year-to-date period~~comparisons.

Table of ~~2017, and a more significant drop through to higher profit from higher sales in Brazil in the first half of 2017.~~contents

The Argentine peso, Brazilian real and the Venezuelan bolivar had the most significant translation impacts on the year-over-year sales comparisons, while the Brazilian real was the currency that most significantly impacted the profit comparisons.

Financial Condition

Liquidity and Capital ~~Resources:~~Resources

The Company's net working capital position decreased by ~~$9.2~~$105.4 million compared with the end of ~~2016.~~2021. Excluding ~~the~~foreign exchange impact, ~~of changes in foreign currency exchange rates,~~net working capital decreased ~~$4.7~~$89.1 million, primarily ~~reflecting a $56.5~~reflecting:

•$151.9 million ~~increase~~decrease in ~~short-term borrowings, net of~~ cash and cash equivalents used primarily to repurchase $75.0 million of shares as part of the ASR in the first quarter of 2022, $25.9 million in capital spending, and a ~~$17.8~~decrease in income from continuing operations

•$24.6 million decrease ~~related to amounts on the balance sheet for hedging activities. These local currency decreases were partially~~in accounts receivable driven by lower sales volume including timing of business-to-business sales

•Partially offset by a ~~$39.2~~$59.7 million ~~increase~~decrease in ~~inventory, related to expectations for future sales~~accrued liabilities driven by timing of payments and lower ~~than expected sell through,~~business activity, a ~~$19.6 million increase~~decrease in ~~accounts receivable due to the level and timing of sales around the end of each period,~~accrued compensation mainly from lower management incentives, and a ~~$1.3~~decrease in other taxes payable, as well as a $27.2 million ~~net~~ decrease in accounts payable driven by timing of payments

As a result of the refinancing of the Company's Credit Agreement on November 23, 2021, the debt held by the Company is considered private and ~~accrued liabilities due~~as such does not have any public ratings.

Debt Summary

The debt portfolio consisted of:


	As of
(In millions of U.S. Dollars)	September 24, 2022		December 25, 2021
Term loan	$	369.2	$	398.5
Revolver facility	332.8		312.0
Finance leases	—		1.8
Line of credit	2.0		—
Unamortized debt issuance costs	(3.2)		(2.9)
Total debt	$	700.8	$	709.4

Current debt and finance lease obligations	$	13.0	$	8.9
Long-term debt and finance lease obligations	687.8		700.5
Total debt	$	700.8	$	709.4

Credit Agreement

On November 23, 2021, the Company and its wholly owned subsidiaries, Tupperware Products AG, Administradora Dart, S. de R.L. de C.V., and Tupperware Brands Asia Pacific Pte. Ltd. (the “Subsidiary Borrowers”), entered into a credit agreement (as amended from time to time, the “Credit Agreement”) with Wells Fargo Bank, N.A. as administrative agent (the “Administrative Agent”), swingline lender, and issuing bank; Wells Fargo Securities, LLC, BMO Capital Markets Corp., Fifth Third Bank, and Truist Securities Inc. as joint lead arrangers and joint bookrunners; and BMO Harris Bank, N.A, Fifth Third Bank, National Association, and Truist Bank, as syndication agents. The Credit Agreement provides for (i) a revolving credit facility (“Revolver Facility”) in an aggregate principal amount available to the ~~timing~~Company and the Subsidiary Borrowers of up to $480.0 million, (ii) a term facility available to the Company in U.S. dollars in an aggregate principal amount of $200.0 million (“USD Term Loan”) and (iii) a term facility available to the Company or the Swiss subsidiary borrower in Euros in an aggregate principal amount of €176.0 million, (“Euro Term Loan”). The USD Term Loan and Euro Term Loan are collectively defined as the “Term Loan”.

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maximum aggregate Revolver Facility of $730.0 million) and (ii) all facilities are increased by no more than $250.0 million, plus certain repayments of the loans under the Credit Agreement with Wells Fargo Bank, N.A., and the other parties, plus an unlimited amount provided that the incurrence of such amount does not cause the Consolidated Net Leverage Ratio (as defined in the Credit Agreement and which shall be calculated net of up to $100.0 million of unrestricted cash and cash equivalents (“Cash Netting”)) for the four (4) consecutive fiscal quarters then most recently ended to exceed 3.00 to 1.00.

The Credit Agreement contains customary affirmative and negative covenants, including, among other things, Consolidated Net Leverage Ratio and Consolidated Interest Coverage Ratio requirements, compliance with laws, delivery of quarterly and annual financial statements, restrictions on the incurrence of liens, indebtedness, asset dispositions, fundamental changes, restricted payments ~~around year-end.~~and other customary covenants. The Credit Agreement also includes events of default relating to customary matters (and customary notice and cure periods), including, among other things, nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross-payment default and cross acceleration with respect to material indebtedness; bankruptcy; material judgments; and certain ERISA events. The Credit Agreement also includes an acceleration clause which permits the lenders to accelerate the maturity date under certain circumstances including material adverse effects on the Company's financial status.

The Company ~~continues~~has prepayment options, as well as mandatory quarterly prepayments that started on March 31, 2022.

For purposes of the Credit Agreement, consolidated EBITDA represents earnings before interest, income taxes, depreciation and amortization, as adjusted to ~~carry debt~~exclude unusual, non-recurring gains as well as non-cash charges and certain other items. Consolidated Net Leverage Ratio is the ratio of (a) consolidated funded indebtedness minus up to $100.0 million of unrestricted cash and cash equivalents on the last day of each measurement period to (b) consolidated EBITDA for such measurement period, and Consolidated Interest Coverage Ratio is the ratio of (x) consolidated EBITDA on the last day of each measurement period to (y) the Consolidated Interest Charges for such measurement period.

Under the Credit Agreement, the Company shall not permit as of the last day of any fiscal quarter of the Company (a) the Consolidated Net Leverage Ratio for the four (4) consecutive fiscal quarters then most recently ended to be greater than or equal to 3.75 to 1.00 (subject to Cash Netting) which may be increased two times during the term of the Credit Agreement by 0.25 to 1.00 in connection with any acquisition permitted by the ~~$600~~Credit Agreement having aggregate cash consideration in excess of $75 million or (b) the Consolidated Interest Coverage Ratio for the four (4) consecutive fiscal quarters then ended to be less than or equal to 3.00 to 1.00.

Considering the current global market volatility, inflationary cost pressures primarily in ~~senior notes due~~China and Europe, and a change in ~~2021.~~the Company’s liquidity year-to-date, effective August 1, 2022, the Company entered into an agreement (the “First Amendment to Credit Agreement”) to amend certain provisions and covenants to, among other things, (i) allow for a temporary higher maximum total Net Leverage Ratio of 4.5x in the third quarter of 2022, 4.25x in the fourth quarter of 2022 and first quarter of 2023, and 3.75x in the second quarter of 2023 and thereafter to allow for additional operating flexibility to execute fully on the Company’s Turnaround Plan; (ii) introduce two additional pricing levels for total Net Leverage Ratios of 3.0x to 3.5x, and for 3.5x and higher, with a provision to revert to pricing per the original agreement following achievement of a total Net Leverage Ratio of 2.75x or less for two consecutive quarters following the covenant modification period; (iii) replace LIBOR with Secured Overnight Financing Rate (“SOFR”) as the reference interest rate on the entire facility, with a 0% SOFR floor and credit spread adjustments across one-, three-, and six-month tenors.

As of September ~~30, 2017,~~24, 2022, the Company had ~~total borrowings of $191.0 million outstanding under its Credit Agreement, including $95.5 million denominated in euro.~~

Loans taken under the Credit Agreement bear interest under a formula that includes, at the Company's option, one of three different base rates, plus an applicable spread. The Company normally chooses LIBOR as its base rate. Although the Company's euro LIBOR base rate was below zero throughout the first nine months of 2017 and currently, under the Credit Agreement the base rate cannot be below zero. As of September 30, 2017, the Credit Agreement dictated a spread of 150 basis points, which gave the Company a weighted average interest rate of 4.39% with a base rate spread of 275 basis points on ~~LIBOR based~~SOFR-based borrowings under the Credit Agreement. Interest is payable in arrears and at maturity. As of ~~2.1 percent.~~September 24, 2022, the Company is in compliance with the financial covenants in the First Amendment to Credit Agreement, with a Consolidated Net Leverage Ratio of 4.17x and a Consolidated Interest Coverage Ratio of 5.93x. As of December 25, 2021, the Company had a Consolidated Net Leverage Ratio of 2.11x and a Consolidated Interest Coverage Ratio of 8.23x.

The Company has experienced volatility in earnings during the nine months ended September 24, 2022 as it executes the Turnaround Plan and responds to the unpredictability in the market related to recessionary concerns, inflation and COVID lockdowns. As of September 24, 2022, the Company was in compliance with its financial covenants in the First Amendment to the Credit Agreement. Due to the volatility in the Company’s earnings and progressive tightening of the financial covenants in the First Amendment to the Credit Agreement, it is probable that the Company will not be able to maintain compliance with the covenants in its Credit Agreement, including the existing Consolidated Net Leverage Ratio covenant, for the next twelve months. The Company is in

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negotiations with its lenders to amend the Credit Agreement; however, the Company’s ability to amend its covenants, obtain a waiver or otherwise refinance its debt, as well as the timing and terms of any such amendment or refinancing, are dependent upon a number of factors, and there can be no assurance that the Company will be successful in such efforts.

The Company routinely increases its ~~revolver~~Revolver Facility borrowings under the Credit Agreement ~~and uncommitted lines~~ during each quarter to fund operating, investing and financing activities, and uses cash available at the end of each quarter to temporarily reduce borrowing levels. As a result, the Company incurs more interest expense ~~and has higher foreign exchange exposure~~ on the value of its cash and debt during each quarter than would relate solely to the quarter end ~~cash and debt~~ balances.

~~The Credit Agreement contains customary covenants, including financial covenants requiring a minimum level of interest coverage and allowing a maximum amount of leverage. As of~~

At September ~~30, 2017, and currently,~~24, 2022, the Company had considerable cushion under its financial covenants. However, economic conditions, adverse changes in foreign exchange rates, lower than foreseen sales, profit and/or cash flow generation, including from restructuring actions, the payment of dividends, share repurchases or the occurrence of other events discussed under “Forward Looking Statements” and elsewhere could cause noncompliance.

~~At September 30, 2017, the Company had $494.6~~$135.3 million of unused lines of credit, including ~~$407.5~~$131.3 million under the committed, secured Credit Agreement, and ~~$87.1~~$4.0 million available under various uncommitted lines around the world. ~~If necessary, with the agreement of its lenders, the Company is permitted to increase its borrowing capacity under the Credit Agreement by a total of up to $200.0 million.~~

~~See Note 10 to the Consolidated Financial Statements for further details regarding the Company's debt.~~

Cash

The Company monitors the third-party depository institutions that hold its cash and cash equivalents with an emphasis primarily on safety and liquidity of principal and secondarily on maximizing yield on those funds. The Company diversifies its cash and cash equivalents among counterparties, which minimizes exposure to any one of these entities. Furthermore, the Company is exposed to financial market risk resulting from changes in interest rates, foreign currency rates, and the possible liquidity and credit risks of its counterparties. The Company believes that it has sufficient liquidity to fund its working capital, capital spending needs and current and anticipated restructuring ~~actions, as well as its current dividend.~~actions. This liquidity includes ~~to the extent that it is accessible, its~~a cash and cash equivalents ~~which totaled $118.9~~balance of $102.9 million as of September ~~30, 2017,~~24, 2022, cash flows from operating activities, and access to its Credit Agreement, as well as access to other various uncommitted lines of credit around the world. The Company has not experienced any limitations on its ability to access its committed facility.

Cash and cash equivalents ~~(“cash”) totaled $118.9 million~~balance as of September ~~30, 2017. Of this amount, $118.4~~24, 2022 includes $102.1 million ~~was~~ held by foreign subsidiaries. Of the cash held outside of the United States, ~~approximately 13~~less than 1 percent was ~~not eligible~~deemed ineligible for ~~repatriation due to~~repatriation. Other than a deferred tax liability of $8.1 million for the ~~level~~withholding tax liability for future distribution of ~~past statutory~~unrepatriated foreign earnings, ~~by the foreign units in which the cash was held~~no United States federal income taxes or other ~~local restrictions. An additional 19 percent of cash was held by~~ foreign ~~subsidiaries in which the Company's current intent is~~taxes have been recorded related to indefinitely reinvest the cash, as it is needed for working capital and to otherwise fund on-going operations. In the event circumstances change, leading to the conclusion that these funds will not be indefinitelypermanently reinvested ~~the Company would need to provide at that time for the income taxes that would be triggered upon their repatriation. The remaining cash is subject to repatriation tax effects.~~earnings.

The Company’s most significant foreign currency exposures ~~are to the Brazilian real, Chinese renminbi, euro,~~ include:

•Euro

•Indonesian ~~rupiah and the~~ Rupiah

•Mexican ~~peso.~~ Peso

Business units in which the Company generated at least ~~$100~~$100.0 million of sales in ~~2016 included~~ 2021 included:

•Brazil

•China ~~Germany, Indonesia, Fuller Mexico,~~

•Tupperware Mexico ~~and Tupperware United States and Canada. Of these units, sales by Brazil and Tupperware~~

•United States and Canada ~~exceeded $200 million. Downturns~~

The Company has experienced volatility in earnings during the nine months ended September 24, 2022 as it executes the Turnaround Plan including a downturn in the ~~Company's~~Company’s business in these units ~~including but not limited~~which adversely impacted its ability to generate operating cash flows. Operating cash flows have also been adversely impacted by significant difficulties in ~~making~~ additions to and retention and activity of the ~~Company's~~Company’s independent sales force, or the success of new products, ~~and/or~~ promotional programs, ~~could adversely impact the Company's ability to generate operating cash flows.~~and/or changes in sales force compensation programs. See also Item 1A. Risk Factors.

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Cash Flow Activity


	39 weeks ended
(In millions of U.S. Dollars)	September 24, 2022		September 25, 2021
Net cash (used in) provided by operating activities	$	(65.8)	$	3.6
Net cash used in in investing activities	$	(21.8)	$	(11.0)
Net cash used in financing activities	$	(64.3)	$	(37.4)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	$	(12.4)	$	(6.4)
Net change in cash, cash equivalents and restricted cash	$	(162.2)	$	(18.0)

Operating ~~Activities:~~Activities

Net cash from operating activities ~~for~~was an outflow of $65.8 million and inflow of $3.6 million in the year-to-date ~~periods~~period ended September ~~30, 2017~~24, 2022 and September ~~24, 2016 were inflows of $80.8 million and $92.3 million,~~25, 2021, respectively. The net unfavorable comparison was primarily ~~reflected less collections~~due to:

•$133.0 million decrease in income from continuing operations

•$14.1 million decrease in accounts payable and accrued liabilities, driven by timing of ~~accounts receivable~~payments and lower business activity, a decrease in accrued compensation mainly ~~due to the higher balance at December 2015 versus 2016, and their subsequent collection, higher cash tax payments in the first nine months of 2017,~~from lower management incentives, and a ~~larger outflow from inventory production and procurement. The net impact of these items was~~ decrease in other taxes payable

•partially offset by ~~a decrease in the outflow~~$38.6 million lower inventory growth

Table of ~~cash related to other net working capital items, particularly payables due to the timing of payments around year-end.~~contents

Investing ~~Activities:~~Activities

During the year-to-date ~~periods of 2017 and 2016,~~period ended September 24, 2022, the Company had ~~$52.6~~$25.9 million ~~and $38.2 million, respectively,~~ of capital ~~expenditures. In both 2017~~expenditures primarily consisting of:

•$10.2 million related to global information technology projects

•$9.3 million related to molds used in the manufacturing of products

•$4.1 million related to machinery and ~~2016,~~equipment

•$2.0 million related to buildings and improvement

During the ~~most significant~~year-to-date period ended September 24, 2022, the Company had $4.1 million proceeds from the sale of long-term assets.

During the year-to-date period ended September 25, 2021, the Company had $25.1 million of capital expenditures ~~were~~primarily consisting of:

•$14.8 million related to ~~molds. In 2017 and 2016, capital expenditures included $13.7~~molds used in the manufacturing of products

•$7.4 million ~~and $9.0 million, respectively,~~ related to ~~supply chain capabilities, excluding molds. Partially offsetting~~machinery and equipment

•$1.7 million related to global information technology projects

•$1.2 million related to buildings and improvements, including land development near the ~~capital spending were~~Company headquarters in Orlando, Florida

During the year-to-date period ended September 25, 2021, the Company had $14.1 million proceeds from the sale of long-term assets primarily consisting of:

•$9.4 million from the sale of ~~$11.7~~a manufacturing plant in France

•$3.0 million ~~and $31.8 million in 2017 and 2016, respectively, primarily reflecting transactions associated with land near~~from the ~~Company's Orlando, Florida headquarters.~~

~~Financing Activities:~~ ~~Dividends paid to shareholders were $103.9 million and $104.0 million~~sale of real estate in the ~~first nine months of 2017 and 2016, respectively. Proceeds received from~~Netherlands

Financing Activities

During the exercise of stock options were $9.9 million and $0.6 million in the first nine months of 2017 and 2016, respectively. The Company also increased revolver borrowings under its Credit Agreement by $76.1 million for the funding of operating, investing and financing activities.

Open market share repurchases by the Company are permitted under an authorization that runs until February 1, 2020 and allows up to $2.0 billion to be spent. There were no share repurchases under this program during the first nine months of 2017 or 2016. Since 2007,year-to-date period ended September 24, 2022, the Company had ~~spent $1.29 billion~~$64.3 million of outflow primarily consisting of:

•$188.2 million related to repayments on the Revolver Facility

•$75.0 million related to the ASR repurchase ~~21.3~~of its Common Stock outstanding

•partially offset by $209.0 million ~~shares under this program. Going forward, in setting share repurchase amounts,~~related to borrowings from the Revolver Facility

During the year-to-date period ended September 25, 2021, the Company ~~expects~~had $37.4 million of outflow primarily consisting of:

•$101.2 million related to ~~target over time a debt-to-EBITDA ratio~~repayments for the previous Term Loan

•$25.0 million related to the repurchase of ~~1.75 times (as defined~~its Common Stock outstanding

•partially offset by $94.4 million related to short term debt

Dividends

The Company suspended its dividend beginning in the ~~Company's Credit Agreement). The Company does not currently plan to make open market share~~fourth quarter of 2019.

Stock Repurchases

Stock repurchases ~~in 2017.~~

~~Repurchases~~ under the Company’s ~~stock~~ incentive ~~programs~~plans are made when employees use shares to satisfy the minimum statutorily required withholding taxes. In the year-to-date ~~periods of 2017~~period ended September 24, 2022 and ~~2016, 9,256~~September 25, 2021, 105,655 and ~~21,189~~102,019 shares were retained to fund withholding taxes, totaling ~~$0.6~~$1.9 million and ~~$1.1~~$2.9 million, respectively.

New Pronouncements

Refer to Note 191: Summary of Significant Accounting Policies to the Condensed Consolidated Financial Statements in Item 1. Financial Statements for ~~a discussion~~further information.

Table of ~~new pronouncements.~~contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk


~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~

~~One of the Company's market risks is its exposure to the impact of~~

The Company may be impacted by interest rate changes on its borrowings. The Company accesses the short-term and long-term markets to obtain financing. Access to, and the availability of acceptable terms and conditions of such financing are impacted by many factors, including: credit ratings, liquidity and volatility of the overall capital markets and the current state of the economy. The Company has elected to manage this risk through the maturity structure of its borrowings and the currencies in which it borrows.

Interest Rate Risk

Loans taken under the Credit Agreement ~~are of a short duration and~~ bear interest under a ~~formula that includes, at the Company's option, one of three different~~fixed basis spread on SOFR as its base rates, plus an applicable spread. The Company generally selects the London interbank offered rate ("LIBOR"). Although the Company’s euro LIBOR base rate was below zero throughout the first nine months of 2017 and currently, under the Credit Agreement, the base rate cannot be below zero.rate. As of September ~~30, 2017,~~24, 2022, the ~~Credit Agreement dictated a spread of 150 basis points, which gave the~~ Company had a weighted average interest rate of 4.39 percent with a base rate spread of 275 basis points on its ~~U.S. dollar~~United States Dollar and ~~euro~~Euro denominated ~~LIBOR based~~SOFR/EURIBOR-based borrowings under the Credit ~~Agreement of 2.1 percent.~~Agreement.

As of September ~~30, 2017,~~24, 2022, the Company had total borrowings of ~~$191.0~~$702.0 million outstanding under its Credit Agreement, with ~~$95.5~~€172.7 million denominated in ~~euro.~~Euro. If short-term interest rates varied by 10 percent, which in the ~~Company's~~Company’s case would mean short duration ~~U.S. dollar~~United States Dollar and ~~euro LIBOR,~~EURIBOR, with all other variables remaining constant, the Company's annual interest expense would not be significantly impacted.

The Company routinely increases its revolver borrowings under the Credit Agreement and uncommitted lines during each quarter to fund operating, investing and financing activities and uses cash available at the end of each quarter to reduce borrowing levels. As a result, the Company incurs more interest expense and has higher foreign exchange exposure on the value of its cash during each quarter than would relate solely to the quarter end cash and debt balances.

Foreign Exchange Rate Risk

A significant portion of the ~~Company's~~Company’s sales and profit come from its international operations. Although these operations are geographically dispersed, which partially mitigates the risks associated with operating in particular countries, the Company is subject to the usual risks associated with international operations. These risks include local political and economic environments and relations between foreign and ~~U.S.~~United States governments.

Another economic risk of the Company is exposure to changes in foreign currency exchange rates on the earnings, cash flows and financial position of its international operations. The Company is not able to project, in any meaningful way, the effect of these possible fluctuations on translated amounts or future earnings. This is due to the ~~Company's~~Company’s constantly changing exposure to various currencies, the fact that all foreign currencies do not react in the same manner in relation to the ~~U.S. dollar~~United States Dollar and the large number of currencies involved, although the ~~Company's~~Company’s most significant income and cash flow exposures are to the ~~Brazilian real, Chinese renminbi, euro,~~Euro, Indonesian ~~rupiah~~Rupiah, and Mexican ~~peso.~~Peso.

Although this currency risk is partially mitigated by the natural hedge arising from the ~~Company's~~Company’s local product sourcing in many countries, a strengthening ~~U.S. dollar~~United States Dollar generally has a negative impact on the Company. In response to this fact, the Company uses financial instruments, such as forward contracts, to hedge, its exposure to certain foreign exchange risks associated with a portion of its investment in international operations. In addition to hedging against the balance sheet impact of changes in exchange rates, the hedge of investments in international operations also has the effect of hedging a portion of cash flows from those operations. The Company also hedges, with these instruments, certain other exposures to various currencies arising from amounts payable and receivable, non-permanent intercompany transactions and a portion of purchases forecasted for generally up to the following 15 months. The Company does not seek to hedge the impact of currency fluctuations on the translated value of the sales, profit or cash flow generated by its operations.

While the ~~Company's~~Company’s derivatives ~~that~~ hedge a portion of ~~its equity in its foreign subsidiaries and its fair value hedges of~~the balance sheet ~~risks all work together~~risk to mitigate its exposure to foreign exchange gains or losses, they result in an impact to operating cash flows as they are settled. ~~For the year-to-date periods ended September 30, 2017 and September 24, 2016, the~~The net cash flow impact of these currency hedges was ~~an inflow~~inflows of ~~$5.8~~$0.8 million and an outflow of ~~$5.6~~$4.2 million, in the year-to-date periods ended September 24, 2022 and September 25, 2021, respectively.

The ~~U.S. dollar~~United States Dollar equivalent of the ~~Company's~~Company’s most significant net open forward contracts as of September ~~30, 2017~~24, 2022 were to ~~buy $123.4~~purchase Indonesian Rupiah worth $89.3 million, ~~of U.S. dollars~~Mexican Pesos worth $53.8 million and ~~$23.8~~Euros worth $11.4 million ~~of euro~~ and to sell ~~$46.4 million of~~ Swiss ~~francs and $36.7 million of Mexican pesos.~~Franc worth $57.3 million. In agreements to sell foreign currencies in exchange for ~~U.S. dollars,~~United States Dollars, for example, an appreciating dollar versus the opposing currency would generate a cash inflow for the Company at settlement, with the opposite result in agreements to buy foreign currencies for ~~U.S. dollars.~~United States Dollars. The notional amounts change based upon changes in the ~~Company's~~Company’s outstanding currency exposures. Based on rates existing as of September ~~30, 2017,~~24, 2022, the Company ~~was in~~had a net ~~payable position~~derivative asset of ~~approximately $7.8~~$0.1 million related to its currency hedges under forward ~~contracts, which upon settlement,~~contracts. Currency fluctuations could have a significant impact on the ~~Company's~~Company’s cash ~~flow. The Company records~~flow upon the ~~impact~~settlement of its forward ~~points in net interest expense.~~contracts.

A precise calculation of the impact of currency fluctuations is not practical since some of the contracts are between ~~non-U.S. dollar~~non-United States Dollar currencies. The Company continuously monitors its foreign currency exposure and expects to enter into additional contracts to hedge exposure in the future. See further discussion regarding the ~~Company's~~Company’s hedging activities for foreign currency in Note 1114: Derivative Financial Instruments and Hedging Activities to the Condensed Consolidated Financial Statements in Item 1. Financial Statements.

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The Company is subject to credit risks relating to the ability of counterparties of hedging transactions to meet their contractual payment obligations. The risks related to creditworthiness and ~~non performance~~non-performance have been considered in the determination of fair value for the ~~Company's~~Company’s foreign currency forward exchange contracts. The Company continues to closely monitor its counterparties and will take action, as appropriate and possible, to further manage its counterparty credit risk.

Commodity Price Risk

The Company is also exposed to rising material prices in its manufacturing operations and, in particular, the cost of oil and natural gas-based resins, including the fact that in some cases resin prices are actually in, or are based on, currencies other than that of the unit buying the resin, which introduces a currency exposure that is incremental to the exposure to changing market prices. Resins are the primary material used in production of most ~~Tupperware~~^®Company products, and the Company estimates that ~~2017~~2022 cost of sales will include approximately ~~$150~~$94.2 million for the cost of resin in the Tupperware^® brand products it produces and has contract manufactured. The Company uses many different kinds of resins in its products. About three-fourths of the value of its ~~resins~~resin purchases are “polyolefins” (simple chemical structure, easily refined from oil and natural gas)~~, and as such, the price of these is typically strongly affected by the underlying price of oil and natural gas.~~. The remaining one-fourth of the value of its ~~resins~~resin purchases is more highly ~~engineered, where the price of oil and natural gas plays a less direct role in determining price.~~engineered. With a comparable product mix and exchange rates, the Company estimates that a 10 percent fluctuation in the cost of resin would impact the ~~Company's~~Company’s annual cost of sales by approximately ~~$15~~$9.4 million compared with the prior year. ~~In the third quarter of 2017, there was a $2 million negative impact on its gross margin related to sales of the Tupperware~~^® products it produced and had contract manufactured due to resin cost changes, as compared with 2016. For full year 2017 compared with 2016, there will be an estimated $7 million negative impact of resin cost changes, on a local currency basis, on the Company's gross margin related to sales of the Tupperware^® ~~products it produces and has contract manufactured. In addition to the impact of the price of oil and natural gas, the price~~The amount the Company pays for its resins is ~~also~~ impacted by the relative changes in supply and demand. The Company partially manages its risk associated with rising resin costs by utilizing a centralized procurement function that is able to take advantage of bulk discounts while maintaining multiple suppliers, and also enters into short-term pricing arrangements. It also manages its margin through cash flow hedges in some cases when it purchases resin in currencies, or effectively in currencies, other than that of the purchasing ~~unit,~~unit. This is done through the pricing of its products, with price increases over time on its product offerings generally in line with consumer inflation in each market, and its mix of sales through its promotional programs and promotionally priced offers. It also, on occasion, makes advance material purchases to take advantage of current favorable pricing. At this point in time, the Company has determined that entering into forward contracts for resin is not practical or cost beneficial and has no such contracts in place. However, should circumstances warrant, the Company may consider such contracts in the future.

The Company has a program to sell land held for development around its Orlando, Florida headquarters ("Orlando Land"). This program is exposed to the risks inherent in the real estate development process. Included among these risks is the ability to obtain all necessary government approvals, the success

Table of attracting tenants for commercial or residential developments in the Orlando real estate market, obtaining financing and general economic conditions, such as interest rate increases. Based on the variety of factors that impact the Company's ability to close sales transactions, it cannot predict when the program will be completed.contents

Forward-Looking Statements

Certain ~~written and oral~~ statements made or incorporated by reference ~~from time to time by the Company or its representatives~~ in this report ~~other reports, filings with the Securities and Exchange Commission, press releases, conferences or otherwise~~ are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements ~~in this report or elsewhere~~ that are not based on historical facts or information are forward-looking statements. Statements that include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future tense or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations in light of information available at the time this report is filed with the SEC or, with respect to any documents or statements incorporated by reference, on the then current plans and expectations in light of information available at the time such document was filed with the SEC, or statement was made. Such forward-looking statements involve risks and uncertainties that may cause actual results or outcomes to differ materially from those projected in forward-looking statements. Except as required by law, and as outlined below the Company undertakes no obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or changes to future results over time or otherwise. Such risks and uncertainties, many of which are outside of our control, include, among others, the following:

•successful recruitment, retention, and productivity levels of the ~~Company's~~Company’s independent sales ~~forces;~~force and the Company's employees;

•the potential impact to the Company of management's determination regarding substantial doubt about the Company's ability to continue to operate as a going concern;

•the Company’s access to, and the costs of, financing and other sources of liquidity and the potential that banks with which the Company maintains lines of credit may be unable to fulfill their commitments; the costs and covenant restrictions associated with the Company’s current credit facility with Wells Fargo Bank, N.A. and the other lenders; the Company’s ability to comply with, or further amend, financial covenants under its credit agreement and its ability to repay or refinance the debt outstanding under its current credit facility and take other actions to address its capital structure, as well as potential downgrades to the Company’s credit ratings; the absence of foreign exchange lines of credit;

•disruptions caused by the introduction of new or revised distributor operating models or sales force compensation systems or allegations by equity analysts, former distributors or sales force members, government agencies or others as to the legality or viability of the ~~Company's~~Company’s business model, particularly in India;

•disruptions caused by restructuring activities, ~~impacting business models, the supply chain,~~including facility closure, and the combination and exit of business units, including impacts on business models and the supply chain, as well as not fully realizing expected savings or benefits related to increasing sales from actions taken;

•success of new products and promotional programs;

•the ability to implement appropriate product mix and pricing strategies;

•whether the Company is successful in implementing its overall turnaround strategy, including, but not limited to, its capital allocation strategy and strategies around sales channels;

•the ongoing impact of the COVID-19 outbreak, including, but not limited to, lockdowns, restrictions on workplace requirements, the health, safety, and welfare of our employees, the impact on sales force, and supply chain impacts;

•governmental regulation of materials used in products coming into contact with food (e.g. ~~polycarbonate)~~polycarbonate and polyethersulfone), as well as beauty, personal care and nutritional products;

•governmental regulation and consumer tastes related to the use of plastic in products and/or packaging material;

•the ability to procure and pay for at reasonable economic cost, sufficient raw materials and/or finished goods to meet current and future consumer demands at reasonable suggested retail pricing levels in certain markets, particularly ~~Argentina, Ecuador, Egypt and Venezuela due to~~those with stringent government regulations and restrictions;

•the impact of changes in consumer spending patterns and preferences, particularly given the global nature of the ~~Company's~~Company’s business;

•the value of long-term assets, particularly ~~goodwill and~~ indefinite and ~~definite lived~~definite-lived intangibles and goodwill associated with acquisitions, and the realizability of the value of recognized tax assets;

•changes in plastic resin prices, other raw materials and packaging components, the cost of converting such items into finished goods and procured finished products and the cost of delivering products to customers;

•the introduction of Company operations in new markets outside the United States;

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•general social, economic, and political conditions in markets, such as in Argentina, Brazil, ~~Ecuador, Egypt, Greece,~~China, France, India, ~~Kazakhstan,~~Mexico, Russia, ~~Turkey, Ukraine~~ and ~~Venezuela~~Turkey and other countries impacted by such events;

•the impact of the ongoing Russia/Ukraine conflict;

•issues arising out of the sovereign debt in the countries in which the Company operates, such as in Argentina and those in the Euro zone, resulting in potential economic and operational challenges for the Company's supply chains, heightened counterparty credit risk due to adverse effects on customers and suppliers, exchange controls (such as in Argentina ~~Egypt~~ and ~~Venezuela)~~Egypt), and translation risks due to potential impairments of investments in affected ~~markets and the potential for banks with which the Company maintains lines of credit to be unable to fulfill their commitments;~~markets;

•disruptions resulting from either internal or external labor strikes, work stoppages, or similar difficulties, particularly in Brazil, France, India, and South Africa;

•changes in cash flow resulting from changes in operating results, including from changes in foreign exchange rates, restructuring activities, working capital management, debt payments, share repurchases, and hedge settlements;

•the impact of currency fluctuations and currency translation impacts on the value of the ~~Company's~~Company’s operating results, assets, liabilities, and commitments of foreign operations generally, including their cash balances during and at the end of quarterly reporting periods, the results of those operations, the cost of sourcing products across geographies, and the success of foreign hedging and risk management strategies;

•the Company's ability to engage in hedging transactions (including, without limitation, forwards and swaps) with financial institutions to mitigate risks relating to foreign-currency fluctuations and/or interest rate fluctuations and the possibility that such hedging transactions, even if entered into, are unsuccessful;

•the impact of natural disasters, terrorist activities and epidemic or pandemic disease outbreaks;

•the ability to repatriate, or otherwise make available, cash in the United States and to do so at a favorable foreign exchange rate and with favorable tax ramifications, particularly from ~~Argentina,~~ Brazil, China, ~~Egypt,~~ India, Indonesia, Malaysia, Mexico, and ~~Mexico;~~South Africa;

•the ability to obtain all government approvals on, and to control the cost of infrastructure obligations associated with, property, plant and equipment;

•the ability to timely and effectively implement, transition, maintain, and protect necessary information technology systems and infrastructure;

~~cyber attacks~~•cyberattacks and ransomware demands that could cause the Company to not be able to operate its systems and/or access or control its data, including private data;

•the ability to attract and retain certain executive officers and key management ~~personnel;~~

personnel and the success of ~~land buyers~~transitions or changes in ~~attracting tenants for commercial and residential development and obtaining financing;~~leadership or key management personnel;

~~the costs and covenant restrictions associated with the Company's credit arrangements;~~

•integration of non-traditional product lines into Company operations;

•the effect of legal, regulatory and tax proceedings, inquiries, decisions, or other related matters, including any potential damages arising out of the litigation and other legal claims, including the ongoing securities class action lawsuits (and related derivative lawsuits) filed against the Company in 2020 and 2022, as well as restrictions imposed on the ~~Company's~~Company’s operations or Company ~~representatives~~sales force by foreign governments, including changes in interpretation of employment status of the sales force by government authorities, tax liabilities arising out of implementation and execution of the Company's global tax strategies, exposure to tax responsibilities imposed on the sales force and their potential impact on the sales force's value chain and resulting disruption to the business and actions taken by governments to set or restrict the freedom of the Company to set its own prices or its suggested retail prices for product sales by its sales force to end consumers and actions taken by governments to restrict the ability to convert local currency to other currencies in order to satisfy obligations outside the country generally, and in particular in Argentina ~~Egypt~~ and ~~Venezuela;~~Egypt;

•the effect of competitive forces in the markets in which the Company operates, particularly ~~related to sales of beauty, personal care and nutritional products,~~ where there are a greater number of competitors;

•the impact of inflation on the Company's business;

•the sale of the Company's Nuvo business;

•the impact of counterfeit and knocked-off products and programs in the markets in which the Company operates and the effect this can have on the confidence of, and competition for, the Company's sales force members;

•the impact of changes, changes in interpretation of or challenges to positions taken by the Company with respect to ~~U.S.~~United States federal, state and foreign tax or other laws, including with respect to the Tax Act in the United States and non-income taxes issues in Brazil, India, Indonesia and Mexico;

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•the ~~Philippines;~~

ability to ship product to customers on a timely basis, including because of delays caused by the Company's ~~access~~supply chain;

•the ability to sustain the same level of growth in sales and net income that the ~~costs of, financing; and~~Company recorded in prior periods;

•other risks discussed in Part I, Item 1A, Risk Factors,, of each of the ~~Company's 2016~~Company’s 2021 Annual Report on Form 10-K, the Company's quarterly reports on Form 10-Q for the quarters ended March 26, 2022 and June 25, 2022, and this Form 10-Q, as well as the ~~Company's~~Company’s Condensed Consolidated Financial Statements, Notes to Condensed Consolidated Financial Statements, other financial information appearing elsewhere in this ~~report~~Report and the ~~Company's~~Company’s other filings with the ~~United States Securities~~SEC.

Further, many of these factors are, and ~~Exchange Commission.~~

may continue to be, amplified by the COVID-19 pandemic. Additional factors or events that could cause our actual results or outcomes to differ may also emerge from time to time, and it is not possible for us to predict all of them. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Other than updating for changes in foreign currency exchange rates through its monthly website updates, the Company does not intend to update forward-looking information, except through its quarterly earnings releases ~~unless it expects diluted earnings per share for the current quarter, excluding items impacting comparability~~ and ~~changes versus its guidance of the impact of changes in foreign exchange rates, to be significantly below its previous guidance.~~SEC filings.

Investors should also be aware that while the Company does, from time to time, communicate with securities analysts, it is against the ~~Company's~~Company’s policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, it should not be assumed that the Company agrees with any statement or report issued by any analyst irrespective of the content of the confirming financial forecasts or projections issued by others.


~~Item 4.~~	~~Controls and Procedures~~

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and 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 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 September 24, 2022, based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that ~~the design and operation of~~ the disclosure controls and procedures were ~~effective.~~effective at the reasonable assurance level.

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~~ third quarter of 2022 that have materially affected or are reasonably likely to materially affect its internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended ~~( the "Exchange Act"~~(the “Exchange Act”).

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PART II

II—OTHER INFORMATION

Item 1. Legal Proceedings

A number of ordinary-course legal and administrative proceedings against the Company or its subsidiaries are pending. In addition to such proceedings, there are certain proceedings that involve the discharge of materials into, or otherwise relating to the protection of, the environment. Certain of such proceedings involve federal environmental laws such as the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as well as state and local laws. The Company has established reserves with respect to certain of such proceedings. Because of the involvement of other parties and the uncertainty of potential environmental impacts, the eventual outcomes of such actions and the cost and timing of expenditures cannot be determined with certainty. It is not expected that the outcome of such proceedings, either individually or in the aggregate, will have a material adverse effect upon the Company.

As part of the 1986 reorganization involving the formation of Premark, Premark was spun-off by Dart & Kraft, Inc., and Kraft Foods, Inc. assumed any liabilities arising out of any legal proceedings in connection with certain divested or discontinued former businesses of Dart Industries Inc., a subsidiary of the Company, including matters alleging product and environmental liability. The assumption of liabilities by Kraft Foods, Inc. (now Mondelez International, Inc.) remains effective subsequent to the distribution of the equity of the Company to Premark shareholders in 1996.

In February 2020, putative stockholder class actions were filed against the Company and certain current and former officers and directors in the United States District Court for the Central District of California and in the United States District Court for the Middle District of Florida. The actions were consolidated in the United States District Court for the Middle District of Florida, and a lead plaintiff was appointed. On July 31, 2020, the lead plaintiff filed a consolidated amended complaint, which alleges that statements in public filings between January 31, 2018 and February 24, 2020 (the “potential class period”) regarding the Company’s disclosure of controls and procedures, as well as the need for an amendment of its credit facility, violated Section 10(b) and 20(a) of the Securities Act of 1934. The lead plaintiff seeks to represent a class of stockholders who purchased the Company’s stock during the potential class period and demand unspecified monetary damages. The Company's motion to dismiss the complaint was granted on January 25, 2021, but the court permitted the lead plaintiff to file an amended complaint, which the plaintiff filed on February 16, 2021. The Company filed a motion to dismiss the second amended complaint on April 2, 2021. The Court granted the Company’s motion to dismiss the second amended complaint on August 9, 2021, but again permitted the lead plaintiff to file an amended complaint, which the plaintiff filed on August 30, 2021. The Company filed a motion to dismiss the third amended complaint on October 14, 2021, and on February 4, 2022, the Court dismissed the third amended complaint with prejudice. The plaintiff filed an appeal on April 11, 2022, which was fully briefed with the 11th Circuit Court of Appeals as of June 1, 2022. The 11th Circuit Court of Appeals has scheduled oral argument for the appeal in December 2022. The Company is unable at this time to determine whether the outcome of these actions would have a material impact on its results of operations, financial condition or cash flows.

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determine whether the outcome of these actions would have a material impact on its results of operations, financial condition or cash flows.

Item 1A. Risk Factors

Reference is made to Part I, Item 1A, Risk Factors in the Company's 2021 Annual Report on Form 10-K for information concerning risk factors. The Company is adding the following risk factors as set forth below.

The following risk factors should be read in conjunction with, and supplement, the risk factors set forth in Part I, Item 1A, Risk Factors of each of the Company's 2021 Annual Report on Form 10-K and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 26, 2022 and June 25, 2022. Before making an investment in the Company’s securities, investors should carefully consider the risk discussed below, together with the other information in this Report, including the sections entitled “Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other reports and materials filed by the Company with the SEC. Additional risks and uncertainties not presently known by the Company or that are currently deemed immaterial may also impair the Company’s business operations. If any of these risks actually occur, the Company’s business, financial condition and results of operations could be materially affected.

There is substantial doubt about the Company's ability to continue as a going concern, and this may adversely affect the Company's stock price and the Company's ability to raise capital.

Pursuant to ASC 205, Presentation of Financial Statements, the Company is required to and does evaluate at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Based on the definitions in the relevant accounting standards, management has determined that while it is currently in compliance with the covenants under its Credit Agreement, due to the volatility in the Company’s earnings and progressive tightening of the financial covenants in the First Amendment to the Credit Agreement, it is probable that the Company will not be able to maintain compliance with the covenants in its Credit Agreement, including the existing Consolidated Net Leverage Ratio covenant, for the next twelve months, which raises substantial doubt about the Company’s ability to continue as a going concern. As such, the Company’s consolidated financial statements as of September 24, 2022 have been prepared on a going concern basis. Although the Company has taken, and plans to continue to take, proactive measures to enhance its liquidity position and provide additional financial flexibility, including discussions with the lenders under the Company's Credit Agreement to amend the covenants under the Credit Agreement, there can be no assurance that these measures, including the timing and terms thereof, will be successful or sufficient. An amendment to the Credit Agreement may also lead to increased costs, increased interest rates, additional financial covenants and other lender protections. The substantial doubt about the Company's ability to continue as a going concern may affect the price of the Company's common stock and the grade of its credit rating, may negatively impact relationships with third parties with whom the Company does business, including customers, vendors and lenders, may impact the Company's ability to raise additional capital or implement its business plan and may impact its ability to comply going forward with covenants in the Credit Agreement.

Whether the Company will be able to successfully negotiate additional flexibility under its Credit Agreement or enter into further amendments to the Credit Agreement for additional flexibility needed in the future will depend on market conditions, the negotiations with those lenders, and the Company’s financial performance. Any failure to obtain additional flexibility under the Company’s Credit Agreement could result in the Company being in default under its Credit Agreement, the pursuit, by the lenders, of certain remedies relating to the collateral securing the Credit Agreement, and the pursuit of additional remedies, all of which could have a material adverse effect on the Company.

Current and future indebtedness could restrict our operations, particularly our ability to respond to changes in our business or to take specified actions.

The Company must meet certain financial covenants as defined in the applicable agreements to borrow under its credit facilities. Under the Credit Agreement (as defined below), among other covenants, the Company is not permitted as of the last day of any fiscal quarter of the Company (a) for the Consolidated Net Leverage Ratio (as defined in the Credit Agreement) for the four (4) consecutive fiscal quarters then most recently ended to be greater than or equal to 3.75 to 1.00 (subject to Cash Netting) which may be increased two times during the term of the Credit Agreement by 0.25 to 1.00 in connection with any acquisition permitted by the Credit Agreement having aggregate cash consideration in excess of $75 million or (b) the Consolidated Interest Coverage Ratio (as defined in

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the Credit Agreement) for the four (4) consecutive fiscal quarters then ended to be less than or equal to 3.00 to 1.00. Effective August 1, 2022, the Company entered into an agreement to amend certain provisions and covenants to, among other things, allow for a temporary higher maximum total Net Leverage Ratio of 4.5x in the third quarter of 2022, 4.25x in the fourth quarter of 2022 and first quarter of 2023, and 3.75x in the second quarter of 2023 and thereafter to allow for additional operating flexibility to execute fully on the Company’s Turnaround Plan and to introduce two additional pricing levels for total Net Leverage Ratios of 3.0x to 3.5x, and for 3.5x and higher, with a provision to revert to pricing per the original agreement following achievement of a total Net Leverage Ratio of 2.75x or less for two consecutive quarters following the covenant modification period. As of September 24, 2022, the Company had a weighted average interest rate of 4.39% with a base rate spread of 275 basis points on SOFR-based borrowings under the Credit Agreement. Interest is payable in arrears and at maturity. As of September 24, 2022, the Company is in compliance with the financial covenants in the First Amendment to Credit Agreement, with a Consolidated Net Leverage Ratio of 4.17x and a Consolidated Interest Coverage Ratio of 5.93x. In the event the Company fails to comply with any of the covenants or to meet its payment obligations, it could lead to an event of default which, if not cured or waived, could result in the acceleration of outstanding debt obligations. The Company may not have sufficient working capital or liquidity to satisfy its debt obligations in the event of an acceleration of all or a portion of its outstanding obligations. If the Company’s cash flows and capital resources are insufficient to fund its debt service obligations, it may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital, or restructure or refinance its indebtedness. The Company’s ability to restructure or refinance its debt in the future will depend on market conditions and the Company’s financial performance at such time. Any refinancing, if at all, of the Company’s debt could be at higher interest rates and may require the Company to comply with more covenants, which could further restrict its business operations. The terms of existing or future debt instruments may restrict the Company from adopting some of these alternatives.

During the fourth quarter of 2021, the Company and certain of its subsidiaries entered into a new credit agreement (as amended from time to time, the “Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent, and the other lenders party to such credit agreement. The new credit agreement provides for (i) a revolving credit facility in an aggregate principal amount available to the Company and the subsidiary borrowers of up to $480 million, (ii) a term facility available to the Company in U.S. dollars in an aggregate principal amount of $200 million and (iii) a term facility available to the Company and the or the Swiss subsidiary borrower in Euros in an aggregate principal amount of €176 million. The revolving facility is divided into (a) global tranche, Mexican tranche, and Singaporean tranche commitments, with the aggregate amount of borrowings under each tranche not to exceed $450 million, $15 million, and $15 million, respectively, (b) a global tranche letter of credit facility, available up to $50 million of the amount of the revolving facility, and (c) a global tranche swingline facility, available up to $100 million of the amount of the revolving facility. Each of such tranches is available to the Company and the applicable subsidiary borrowers, with extensions of credit to the subsidiary borrowers not to exceed $325 million in the aggregate at any time outstanding. The Company is permitted to increase, subject to certain conditions, the revolving facility, the U.S. term facility and/or the Euro term facility so long as (i) the revolving facility is increased by no more than $250 million (for a maximum aggregate revolving facility of $730 million) and (ii) all facilities are increased by no more than $250 million, plus certain repayments of the loans under the credit agreement with Wells Fargo Bank, N.A., and the other parties, plus an unlimited amount provided that the incurrence of such amount does not cause the Consolidated Secured Net Leverage Ratio (as defined in the Credit Agreement and which shall be calculated net of up to $100 million of unrestricted cash and cash equivalents ("Cash Netting")) for the four (4) consecutive fiscal quarters then most recently ended to exceed 3.00 to 1.00. As of December 25, 2021, the Company had a Consolidated Net Leverage Ratio of 2.11x and a Consolidated Interest Coverage Ratio of 8.23x. Each of the Revolving Facility, the U.S. Term Facility, and the Euro Term Facility will mature on November 23, 2026. As the Company's debt approaches maturity, if the Company is unable to refinance its new credit facility, or if the Company refinances its indebtedness on terms that are less favorable than those currently contained in the credit facility, the Company’s liquidity, results of operations, and financial condition could be materially adversely impacted.

The Company’s Tupperware® trademark is collateral under the new credit facility. The Company’s iconic Tupperware® brand has worldwide recognition, and the Company’s continuing success, including the value of its collateral under the new credit facility, depends on its ability to maintain and enhance its brand protection, image, and reputation. Maintaining, promoting, and growing the Tupperware brand will depend on design and marketing efforts, sales force and consumer promotions and campaigns, product innovation, and product quality. The Company’s commitment to product innovation and quality and its continuing investment in design and brand awareness may not have the desired impact on its brand image and reputation. In addition, the Company’s success in maintaining, extending, and expanding its brand image depends on its ability to adapt to a rapidly changing social media environment and digital dissemination of branding campaigns. The Company could be adversely impacted if it fails to achieve any of these objectives.

We are subject to financial risks as a result of our international operations, including exposure to foreign currency fluctuations, the impact of foreign currency restrictions, and the impact of international sanctions.

The Company is subject to risks of doing business internationally. The Company has derived, for a number of years, most of its net sales from operations outside the United States. As a result, we face exposure to adverse movements in currency exchange rates as the financial results of our international operations are translated from local currency into U.S. dollars.

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Movement in exchange rates has had and may continue to have a significant impact on the Company’s earnings, cash flows, and financial position. The Company’s most significant exposures are to the Brazilian Real, Chinese Renminbi, Argentine Peso, Euro, Indonesian Rupiah, Malaysian Ringgit, Mexican Peso, and South African Rand. Although the Company’s currency risk is partially mitigated by the natural hedge arising from its local product sourcing in many markets, a strengthening United States Dollar generally has a negative impact on the Company. In response to this fact, the Company continues to implement foreign currency hedging and risk management strategies to reduce the exposure to fluctuations in earnings associated with changes in foreign currency exchange rates. The Company generally does not seek to hedge the impact of currency fluctuations on the translated value of the sales, profit, or cash flow generated by its operations. Some of the hedging strategies implemented have a positive or negative impact on cash flows as foreign currencies fluctuate versus the United States Dollar. In past periods the movement of foreign currency exchange rates has had a material effect on our results of operations. There can be no assurance that our hedging strategies will be successful and foreign currency fluctuations and related hedging activities may not have a material adverse impact on the Company’s results of operations, cash flows, and/or financial condition.

Furthermore, foreign governments may impose restrictions on currency remittances. Due to the possibility of government restrictions (or existing restrictions) on transfers of cash out of countries and control of exchange rates and currency convertibility, the Company may not be able to immediately access its cash at the exchange rate used to translate its financial statements.

In addition, the United States government may impose material sanctions and restrictions on doing business with certain countries, businesses, and individuals, including, as an example, the sanctions against countries such as Russia or within specific regions of Ukraine. Such events could have a material adverse effect on the Company's business and financial performance, including through increased costs of compliance, reduced net sales as a result of restrictions on the Company's ability to sell into specific regions of the world, higher volatility in foreign currency exchange rates, and increased input costs (such as energy).

The conflict in Ukraine could impact business and financial performance in Europe and our results of operations on a consolidated basis. We are closely monitoring the political and economic situation and have taken several measures, including cash repatriation and ruble hedging, to proactively manage the risk. In addition, sanctions imposed on Russia could impact the fulfillment of existing orders, any future revenue streams from impacted customers, and the recoverability of certain financial assets. As there is uncertainty surrounding the status of physical assets in the Ukraine area, the Company has fully reserved for its accounts receivables and inventories, and fully impaired the operating lease of its office building, in Ukraine. The reserve and impairment was approximately $0.4 million. We will continue to assess our mitigation activities in light of the evolving situation and the related risks, but there can be no assurances that the conflict will not have a material adverse impact on the Company’s results of operations, cash flows, and/or financial condition.

A decrease in operating cash flows, any inability to access financing sources or other constraints on liquidity could adversely affect our business.

Our business, including our ability to fund operating activities, capital projects and interest and debt repayments as well as to execute on the Turnaround Plan, depends upon our generation of strong operating cash flow and available financing sources. As of September 24, 2022, we had cash and cash equivalents of $102.9 million and $135.3 million of availability under our revolving credit facilities and available lines of credit. However, in the first, second, and third quarters of fiscal 2022 we generated negative operating cash flow and, based on our current business plan, including the Turnaround Plan, we expect to continue to spend substantial amounts in future periods, which may result in further periods of negative operating cash flow. Our business and operations may also consume resources faster than we anticipate. Therefore, in order for us to meet our capital requirements and successfully execute our business plan, we may require additional capital through various sources of financing that may include the issuance of new equity securities, debt or a combination of both. If we issue additional equity securities, existing stockholders will experience dilution, and the new equity securities could have rights senior to those of our common stock. If we issue new debt securities, the debt holders would have rights senior to common stockholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay any dividends on our common stock. Further, additional financing, whether debt or equity, may not be available on favorable terms, or at all. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future offerings or the impact thereof on the price of our common stock. Further, during periods of economic, political and social turmoil such as the present, the financial industry and the credit and capital markets may be materially and adversely affected, increasing the cost of and reducing access to capital. We could also be required to seek funds through asset sales or collaborations, licensing agreements or other strategic alliances that we would not choose to execute solely for operational or strategic reasons. Our ability to obtain additional capital through these or other means will depend on our results of operations and a number of factors, some of which are outside of our control, including the risks described in Item 1A, Risk Factors in the Company's 2021 Annual Report on Form 10-K and in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 26, 2022 and June 25, 2022. The inability to generate sufficient cash flows to support our business, failure to maintain covenant compliance, or the lack of available financing in adequate amounts and on appropriate terms when needed could adversely affect our business, financial condition and results of operations could be materially affected.

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The outcome of pending and future claims and litigation could have a material adverse impact on our business, financial condition, and results of operations and damage our reputation.

We are a party to claims and litigation in the normal course of business. Furthermore, the Company may face material litigation outside the ordinary course of business that could materially adversely impact the Company’s results of operations, financial condition, or cash flows. In February 2020, putative stockholder class actions were filed against the Company and certain current and former officers and directors in the United States District Court for the Central District of California and in the United States District Court for the Middle District of Florida. The actions were consolidated in the United States District Court for the Middle District of Florida, and a lead plaintiff was appointed. On July 31, 2020, the lead plaintiff filed a consolidated amended complaint, which alleges that statements in public filings between January 31, 2018 and February 24, 2020 (the “potential class period”) regarding the Company’s disclosure of controls and procedures, as well as the need for an amendment of its credit facility, violated Section 10(b) and 20(a) of the Securities Act of 1934. The lead plaintiff seeks to represent a class of stockholders who purchased the Company’s stock during the potential class period and demand unspecified monetary damages. The Company's motion to dismiss the complaint was granted on January 25, 2021, but the court permitted the lead plaintiff to file an amended complaint, which the plaintiff filed on February 16, 2021. The Company filed a motion to dismiss the second amended complaint on April 2, 2021. The Court granted the Company’s motion to dismiss the second amended complaint on August 9, 2021, but again permitted the lead plaintiff to file an amended complaint, which the plaintiff filed on August 30, 2021. The Company filed a motion to dismiss the third amended complaint on October 14, 2021, and on February 4, 2022, the Court dismissed the third amended complaint with prejudice. The plaintiff filed an appeal on April 11, 2022, which was fully briefed as of June 1, 2022. The 11th Circuit Court of Appeals has scheduled oral argument for the appeal in December 2022. The Company is unable at this time to determine whether the outcome of these actions would have a material impact on its results of operations, financial condition or cash flows.

Additionally, several putative stockholders filed stockholder derivative complaints in the United States District Court for the Middle District of Florida against certain of the Company’s current and former officers and directors. The cases were consolidated, and plaintiffs filed a consolidated amended complaint on August 5, 2020. The consolidated amended complaint asserts claims against certain current and former officers and directors for breach of fiduciary duty, unjust enrichment, and contribution for violations of the securities laws based on allegations that the officers and directors allowed the Company to make false or misleading statements in violation of the securities laws. The Court stayed proceedings in this action pending resolution of the appeal of the dismissal of the third motion to dismiss in the putative stockholder class action. A similar stockholder derivative complaint was filed in the Ninth Judicial Circuit Court of Florida. The parties reached an agreement to stay this action pending the resolution of the appeal of the dismissal of the third motion to dismiss in the putative stockholder class action. The Company is unable at this time to determine whether the outcome of these actions would have a material impact on its results of operations, financial condition, or cash flows.

In June 2022, a putative stockholder class action was filed against the Company and certain current and former officers in the United States District Court for the Southern District of New York. The complaint alleges that statements made in public filings between November 3, 2021 and May 3, 2022 (the “potential class period”) regarding the Company’s earnings and sales performance and full year 2022 guidance violated Sections 10(b) and 20(a) of the Securities Act of 1934. The plaintiff seeks to represent a class of stockholders who purchased the Company’s shares during the potential class period and demands unspecified monetary damages. The plaintiff intends to file an amended complaint in late November 2022.The Company is unable at this time to determine whether the outcome of this action would have a material impact on its results of operations, financial condition or cash flows.

Legal proceedings in general, and securities and class action litigation and regulatory investigations in particular, can be expensive and disruptive. Our insurance may not cover all claims that may be asserted against us, and we are unable to predict how long the legal proceedings to which we are currently subject will continue. An unfavorable outcome of any legal proceeding may have an adverse impact on our business, financial condition and results of operations, or our stock price. Any proceeding could negatively impact our reputation among our customers or our shareholders. Furthermore, publicity surrounding ongoing legal proceedings, even if resolved favorably for us, could result in additional legal proceedings against us, as well as damage our brand image.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

(a) Exhibits


~~Item 2.~~3.1			~~Unregistered Sales~~ Restated Certificate of ~~Equity Securities~~Incorporation of the Registrant (Attached as Exhibit 3.1 to Form 10-Q, filed with the Commission on August 5, 2008 and ~~Use of Proceeds~~

~~None.~~incorporated herein by reference).


~~Item 6.~~	~~Exhibits~~


~~(a)~~	~~Exhibits~~



3.2			Amended and Restated By-laws of the Registrant as amended May 4, 2021 (Attached as Exhibit 3.2 to Form 10-Q, filed with the Commission on May 5, 2021 and incorporated herein by reference).
~~31.1~~
10.1			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).*#

10.2			Tupperware Brands Corporation Amended and Restated Executive Severance Pay Plan, effective August 8, 2022.*+

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

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

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

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

101			The following financial statements from ~~Tupperware Brands Corporation's~~the Company’s Quarterly Report on Form 10-Q for the quarter ended September ~~30, 2017, filed on October 31, 2017,~~24, 2022, formatted in ~~XBRL (eXtensible Business Reporting Language):~~Inline XBRL: (i) Condensed Consolidated Statements of Income (Loss), (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance ~~Sheets,~~Sheets; (iv) Condensed Consolidated Statements of Shareholders' Equity, (v) Condensed Consolidated Statements of Cash Flows, and ~~(v)~~(iv) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags*

104			Cover Page Interactive Data File (embedded as Inline XBRL and contained in ~~detail.~~Exhibit 101)*

* Filed herewith.
** Furnished herewith.
#			Certain portions of this exhibit are confidential and have been omitted pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to supplementally furnish to the Securities and Exchange Commission a copy of such omissions upon request.
+			Management contract or compensatory plan or arrangement.

~~SIGNATURES~~

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


	TUPPERWARE BRANDS CORPORATION

	~~TUPPERWARE BRANDS CORPORATION~~By:	/s/ Mariela Matute
		Mariela Matute
	~~By:~~	/S~~/ MICHAEL~~ ~~S. POTESHMAN~~
~~Executive Vice President and~~ Chief Financial Officer (Principal Financial Officer)

	By:	/S~~/ NICHOLAS~~ ~~K. POUCHER~~ s/ Madeline Otero
		Madeline Otero
		Senior Vice President, ~~and Controller~~Chief Accounting Officer (Principal Accounting Officer)

Orlando, Florida

~~October 31, 2017~~

November 2, 2022



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)~~Orlando	~~(Zip Code)~~Florida	32837


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	TUP	New York Stock Exchange



x☒			~~Quarterly Report Pursuant to Section~~QUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of~~OF THE SECURITIES EXCHANGE ACT OF 1934



o☐			~~Transition Report Pursuant to Section~~TRANSITION REPORT PURSUANT TO SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of~~OF THE SECURITIES EXCHANGE ACT OF 1934