==============================================================================

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the 40 weeks ended September 30, 2000

[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the Transition period from ________ to ________

Commission file number 1-11657
--------------------

TUPPERWARE CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)

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

14901 SOUTH ORANGE BLOSSOM TRAIL, ORLANDO, FLORIDA 32837
- ----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)

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

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ] .

As of November 7, 2000, 57,660,564 shares of the Common Stock, $0.01 par value,
of the Registrant were outstanding.

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TABLE OF CONTENTS
PAGE
NUMBER
------
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Statements of Income (Unaudited)
for the 13 weeks ended September 30, 2000 and
September 25, 1999 ......................................... 2

Consolidated Statements of Income (Unaudited)
for the 40 weeks ended September 30, 2000 and
39 weeks ended September 25, 1999 .......................... 3

Consolidated Balance Sheets (Unaudited) as of
September 30, 2000 and December 25, 1999...................... 4

Consolidated Statements of Cash Flows (Unaudited)
for the 40 weeks ended September 30, 2000 and
39 weeks ended September 25, 1999 ............................ 6

Notes to Consolidated Financial Statements (Unaudited) ......... 7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS................ 11

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ............................... 19

SIGNATURES .............................................................. 20

The financial statements of the Registrant included herein have been prepared,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission (the Commission). Although certain information normally
included in financial statements prepared in accordance with generally accepted
accounting principles has been condensed or omitted, the Registrant believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these consolidated financial statements are
read in conjunction with the financial statements and the notes thereto
included in the Annual Report on Form 10-K of the Registrant for its fiscal
year ended December 25, 1999.

The consolidated financial statements included herein reflect all adjustments,
consisting only of normal recurring items, which, in the opinion of management,
are necessary to present a fair statement of the results for the interim
periods presented.

The results for interim periods are not necessarily indicative of trends or
results to be expected for a full year.

TUPPERWARE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

13 WEEKS ENDED
----------------------------
SEPTEMBER 30, SEPTEMBER 25,
2000 1999
------------- -------------
(IN MILLIONS,
EXCEPT PER SHARE AMOUNTS)

Net sales........................................ $ 220.2 $ 211.9
------- -------

Costs and expenses:
Cost of products sold......................... 74.8 79.1
Delivery, sales, and
administrative expense....................... 133.7 121.7
Interest expense.............................. 5.6 6.0

Interest income............................... (0.4) (0.5)
Other expense, net............................ 0.4 1.0
------- -------
Total costs and expenses................... 214.1 207.3
------- -------

Income before income taxes....................... 6.1 4.6
Provision for income taxes....................... 1.4 1.1
------- -------
Net income....................................... $ 4.7 $ 3.5
======= =======

Net income per common share:
Basic......................................... $ 0.09 $ 0.06
======= =======

Diluted....................................... $ 0.08 $ 0.06
======= =======

See accompanying Notes to Consolidated Financial Statements (Unaudited).

2
4

TUPPERWARE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

40 WEEKS ENDED 39 WEEKS ENDED
SEPTEMBER 30, SEPTEMBER 25,
2000 1999
-------------- --------------
(IN MILLIONS,
EXCEPT PER SHARE AMOUNTS)

Net sales ................................. $ 761.4 $ 734.1
------- -------

Costs and expenses:
Cost of products sold .................. 262.1 256.3
Delivery, sales, and
administrative expense ................ 414.2 398.3
Interest expense ....................... 16.3 17.1
Interest income ........................ (1.2) (1.7)
Re-engineering charge .................. -- 15.1
Other expense, net ..................... 1.6 2.4
------- -------
Total costs and expenses ............ 693.0 687.5
------- -------

Income before income taxes ................ 68.4 46.6
Provision for income taxes ................ 15.4 11.0
------- -------
Net income ................................ $ 53.0 $ 35.6
======= =======

Net income per common share:
Basic .................................. $ 0.92 $ 0.62
======= =======

Diluted ................................ $ 0.91 $ 0.62
======= =======

See accompanying Notes to Consolidated Financial Statements (Unaudited).

3
5

TUPPERWARE CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
(UNAUDITED)

SEPTEMBER 30, DECEMBER 25,
2000 1999
------ ------
(IN MILLIONS)

Cash and cash equivalents ................... $ 25.2 $ 24.4

Accounts receivable ......................... 138.8 136.9
Less allowances for doubtful accounts .... (23.2) (22.5)
------ ------
115.6 114.4

Inventories ................................. 147.7 136.7
Deferred income tax benefits ................ 46.0 48.5
Prepaid expenses and other assets ........... 51.4 46.5
------ ------

Total current assets ..................... 385.9 370.5
------ ------

Deferred income tax benefits ................ 106.0 107.9

Property, plant, and equipment .............. 924.9 954.1
Less accumulated depreciation ............ (710.0) (711.2)
------ ------
214.9 242.9

Long-term receivables, net of allowances of
$28.5 million at September 30, 2000 and
$28.0 million at December 25, 1999 ........ 31.8 34.2
Other assets ................................ 45.3 40.6
------ ------

Total assets ............................. $783.9 $796.1
====== ======

See accompanying Notes to Consolidated Financial Statements (Unaudited).

4
6

TUPPERWARE CORPORATION
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
(UNAUDITED)

SEPTEMBER 30, DECEMBER 25,
2000 1999
------------- ------------
(DOLLARS IN MILLIONS,
EXCEPT PER SHARE AMOUNTS)

Accounts payable ................................... $ 55.4 $ 87.8
Short-term borrowings and current portion of
long-term debt .................................. 47.7 43.9
Accrued liabilities ................................ 143.1 177.5
------ ------

Total current liabilities ....................... 246.2 309.2

Long-term debt ..................................... 316.5 248.5
Accrued post-retirement benefit cost ............... 37.0 37.0
Other liabilities .................................. 50.0 56.1

Commitments and contingencies

Shareholders' equity:
Preferred stock, $0.01 par value, 200,000,000
shares authorized; none issued ................ -- --
Common stock, $0.01 par value, 600,000,000
shares authorized; 62,367,289 shares
issued ....................................... 0.6 0.6
Paid-in capital ................................. 20.3 20.3
Subscription receivable ......................... (7.6) (7.7)
Retained earnings ............................... 496.9 484.0
Treasury stock, 4,611,930 shares at
September 30, 2000, and 4,701,740 shares at
December 25, 1999, at cost .................... (137.4) (140.2)
Unearned portion of restricted stock issued
for future service ............................ (0.5) (0.6)
Accumulated other comprehensive income .......... (238.1) (211.1)
------ ------

Total shareholders' equity ...................... 134.2 145.3
------ ------

Total liabilities and shareholders' equity ...... $783.9 $796.1
====== ======

See accompanying Notes to Consolidated Financial Statements (Unaudited).

5
7

TUPPERWARE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

40 WEEKS 39 WEEKS
ENDED ENDED
SEPT. 30, SEPT. 25,
2000 1999
---------- ---------
(IN MILLIONS)

OPERATING ACTIVITIES:
Net income ............................................ $53.0 $35.6
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation .................................... 40.2 42.9
Loss on sale of assets .......................... 2.6 2.0
Foreign exchange loss, net ...................... 0.1 0.1
Non-cash impact of re-engineering charge ........ -- 3.1

Changes in assets and liabilities:
Increase in accounts receivable .................... (13.0) (20.5)
Increase in inventories ............................ (29.4) (5.9)
Decrease in accounts payable and accrued liabilities (42.0) (31.0)
Decrease in income taxes payable ................... (9.8) (10.2)
Increase in net deferred income taxes .............. (4.4) (14.5)
Other, net ......................................... (8.5) (3.3)
----- -----
Net cash used in operating activities ........... (11.2) (1.7)
----- -----

INVESTING ACTIVITIES:
Capital expenditures ............................... (25.0) (29.1)
----- -----

FINANCING ACTIVITIES:
Dividend payments to shareholders .................. (38.1) (38.1)
Proceeds from exercise of stock options ............ 1.0 0.3
Net increase in short-term debt .................... 75.3 74.3
----- -----
Net cash provided by financing activities ........ 38.2 36.5
----- -----

Effect of exchange rate changes on cash and cash
equivalents ......................................... (1.2) 1.1
----- -----

Net increase in cash and cash equivalents ........ 0.8 6.8

Cash and cash equivalents at beginning of year ........ 24.4 23.0
----- -----

Cash and cash equivalents at end of period ............ $25.2 $29.8
===== =====

See accompanying Notes to Consolidated Financial Statements (Unaudited).

6
8

TUPPERWARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1: BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and therefore do not include
all notes necessary for a fair presentation of financial position, results of
operations, and cash flows in conformity with generally accepted accounting
principles. In the opinion of management, the unaudited consolidated financial
statements include all adjustments, consisting only of normal recurring items,
necessary for a fair presentation of financial position and results of
operations. The results of operations of any interim period are not necessarily
indicative of the results that may be expected for a full fiscal year.

The Company's fiscal year ends on the last Saturday of December. Fiscal 2000
will consist of 53 weeks compared with 52 weeks in 1999. As a result, in 2000,
the first quarter and the first nine months included 14 weeks and 40 weeks,
respectively, compared with 13 weeks and 39 weeks for the same periods in 1999.

NOTE 2: INVENTORIES

Inventories, by component, are summarized as follows (in millions):

SEPTEMBER 30, DECEMBER 25,
2000 1999
------------- ------------

Finished goods ................................ $ 73.4 $ 66.0
Work in process ............................... 27.8 27.9
Raw materials and supplies .................... 46.5 42.8
====== ======
Total inventories .......................... $147.7 $136.7
====== ======

NOTE 3: NET INCOME PER COMMON SHARE

Basic per share information is calculated by dividing net income by the
weighted average number of shares outstanding. Diluted per share information is
calculated by also considering the impact of potential common stock on both net
income and the weighted average number of shares outstanding. For the 13 weeks
ended September 30, 2000 and September 25, 1999, the weighted average number of
shares used in the basic earnings per share computations were 57.7 million and
57.5 million, respectively. For the nine-month period, the weighted average
number of shares used in the basic earnings per share computations were 57.6
million and 57.5 million for 2000 and 1999, respectively.

7
9

NOTE 3: NET INCOME PER COMMON SHARE (CONTINUED)

The only difference in the computation of basic and diluted earnings per share
is the inclusion of 0.3 million shares of potential common stock for the
quarter and year-to-date 2000, and 0.4 million and 0.3 million, respectively,
for the quarter and year-to-date 1999. Options to purchase 2.2 million and 2.4
million shares of common stock in the third quarter of 2000 and 1999,
respectively, and 3.9 million and 3.1 million shares of common stock in the
nine-month period of 2000 and 1999, respectively, were outstanding but not
included in the computation of diluted earnings per share because the options'
exercise prices were greater than the average market price of the common shares
during the respective period and, therefore, would have been anti-dilutive if
included. The Company's potential common stock consists of employee and
director stock options and restricted stock.

NOTE 4: OTHER COMPREHENSIVE INCOME

In addition to net income, comprehensive income includes certain amounts
recorded directly in equity. The components of comprehensive income, net of
related income tax effects, for the third quarter and year-to-date periods,
were as follows (in millions):

40 WEEKS 39 WEEKS
13 WEEKS ENDED ENDED ENDED
----------------------- --------- ---------
SEPT. 30, SEPT. 25, SEPT. 30, SEPT. 25,
2000 1999 2000 1999
--------- --------- --------- ---------

Net income ................... $ 4.7 $ 3.5 $ 53.0 $ 35.6
Foreign currency translation
adjustments net of tax
provision (benefit) of $2.1
and ($1.1) million for the
third quarter 2000 and
1999, respectively, and $4.2
and $4.0 million for
comparable year-to-date
periods .................... (9.4) (4.9) (27.0) (19.4)
----- ----- ------ ------
Comprehensive (loss) income .. $(4.7) $(1.4) $ 26.0 $ 16.2
===== ===== ====== ======

Accumulated other comprehensive income is comprised solely of foreign currency
translation adjustments.

8
10

NOTE 5: RE-ENGINEERING PROGRAM

In 1999, the Company announced a re-engineering program designed to improve
operating profit return on sales over three years through improved
organizational alignment, a higher gross margin percentage, and reduced
operating expenses.

The liability balance was as follows (in millions):

Balance at March 27, 1999 $ -- Balance at Dec. 25, 1999 $ 0.9
Provision 15.1 Provision --
Cash expenditures (9.0) Cash expenditures (0.9)
Non-cash write downs (3.1) Non-cash write downs --
------ ------

Balance at Sept. 25, 1999 $ 3.0 Balance at Sept. 30, 2000 $ --
====== ======

NOTE 6: SEGMENT INFORMATION

The Company operates worldwide predominantly in one line of business: the
manufacture and distribution, primarily through independent direct sales
forces, of plastic food storage and serving containers, microwave cookware,
oven cookware, and educational toys. Its operations are organized into the four
geographic segments included in the following table (in millions):

13 WEEKS ENDED 40 WEEKS 39 WEEKS
------------------- ENDED ENDED
SEPT. 30, SEPT. 25, SEPT. 30, SEPT. 25,
2000 1999 2000 1999
------ ------ ------ ------
Net sales:
Europe $ 75.5 $ 83.1 $311.2 $346.8

Asia Pacific 55.0 59.0 180.5 166.8

Latin America 49.0 37.9 144.5 112.5

United States 40.7 31.9 125.2 108.0
------ ------ ------ ------
Total net sales $220.2 $211.9 $761.4 $734.1
====== ====== ====== ======

Operating profit (loss):
Europe $ 6.1 $ 7.9 $ 68.0 $ 77.3

Asia Pacific 9.0 6.5 28.1 14.7

Latin America 2.2 1.6 9.6 6.9

United States 0.8 (2.4) 1.3 (5.7)
------ ------ ------ ------
Total operating profit 18.1 13.6 107.0 93.2

Unallocated expenses (6.8) (3.5) (23.5) (16.1)

Re-engineering charge
-- -- -- (15.1)
Interest expense, net (5.2) (5.5) (15.1) (15.4)
------ ------ ------ ------
Income before income
taxes $ 6.1 $ 4.6 $ 68.4 $ 46.6
====== ====== ====== ======

9
11

NOTE 7: SUBSEQUENT EVENTS

Also in October 2000, the Company announced a Management Stock Purchase Plan
("the Plan"), which provides for eligible executives to purchase Company stock
using full recourse market interest rate loans provided by the Company. The
loans are secured by the shares purchased and are due in 2005. Under the Plan,
the Company has loaned approximately $13.6 million to 33 senior executives to
purchase approximately 800,000 shares. In order to avoid an increase in the
number of shares outstanding, the Company also announced the repurchase in the
open market of 800,000 shares of common stock. The repurchase was commenced on
October 26, 2000 and a total of 116,500 shares at a total cost of approximately
$1.9 million have been repurchased to date.

10
12

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following is a discussion of the results of operations for the 13 weeks and
40 weeks ended September 30, 2000, compared with the 13 weeks and 39 weeks
ended September 25, 1999, and changes in financial condition during the 40
weeks ended September 30, 2000.

NET SALES

Net sales for the third quarter ended September 30, 2000, were $220.2 million,
an increase of $8.3 million, or 4.0 percent, from $211.9 million in 1999.
Excluding a $13.3 million negative impact of foreign exchange, net sales
increased 10.9 percent over 1999. Increases in Europe, Latin America, and the
United States were partially offset by a decrease in Asia Pacific.

Net sales for the year-to-date period ended September 30, 2000, were $761.4
million, an increase of $27.3 million, or 3.7 percent, from $734.1 million in
1999. Excluding a $40.2 million negative impact of foreign exchange, net sales
increased 9.7 percent over 1999. The increase was attributable to improvements
in all four areas.

Also impacting sales is a modification in the distribution model for three
countries in Latin America. In these countries, sales are now made directly to
the sales force with distributors compensated through commission payments. This
model results in sales being recorded at an amount that includes the margin
that previously went to distributors, although there is no impact to operating
profit. Excluding the impact of this new model and foreign exchange, net sales
increased 8.4 percent and 7.6 percent for the quarter and year-to-date,
respectively.

RE-ENGINEERING COSTS

In 1999, the Company announced a three-year re-engineering program designed to
improve operating profit return on sales through improved organizational
alignment, a higher gross margin percentage, and reduced operating expenses.
Included in the year-to-date 1999 results are costs of $15.1 million ($11.6
million after tax), or $0.20 per share, primarily for severance costs and asset
write-downs associated with plant closures. In 2000, delivery, sales, and
administrative expense includes $1.7 million ($1.3 million after tax), or $0.02
per share, for the quarter and $6.4 million ($4.9 million after tax), or $0.09
per share, for the nine months, associated with internal and external
consulting costs to design and execute the re-engineering actions.

11
13

COSTS AND EXPENSES

Cost of products sold as a percentage of sales decreased to 34.0 percent for
the third quarter 2000 compared with 37.3 percent for the third quarter 1999,
due to improvements in all areas. The quarter's lower percentage was driven by
the sale of a more profitable mix of products. For the nine-month period, cost
of products sold decreased slightly as a percentage of sales to 34.4 percent in
2000 compared with 34.9 percent in 1999. All areas improved except Europe. The
increase in Europe is being driven by the impact of the weaker euro on costs.
Cost savings achieved in both the quarter and nine-month periods through
re-engineering efforts were partially offset by higher raw material prices.

Delivery, sales, and administrative expenses increased as a percentage of sales
to 60.7 percent for the third quarter of 2000 compared with 57.4 percent in
1999. For the nine-month period, the percentage increased slightly to 54.4
percent compared with 54.3 percent in 1999. For the quarter, increases in
operating expenses as well as the re-engineering costs drove the increase, and
were partially offset by decreases in promotion and distribution expenses. On a
year-to-date basis, decreases in promotional spending and operating expense
were offset by higher distribution expense and re-engineering costs. The
decrease in operating expenses for the nine-month period was partially due to
the benefit of a use tax incentive in Asia Pacific. This benefit, which is for
this year only, comes from a change in legal structure in that area and is
expected to result in additional benefit in the fourth quarter.

NET INCOME

Net income for the quarter increased 33.5 percent to $4.7 million, or $0.08 per
share, compared with $3.5 million, or $0.06 per share, in 1999. Net income for
the nine-month period increased 48.7 percent to $53.0 million, or $0.91 per
share, compared with $35.6 million, or $0.62 per share, in 1999.

For the quarter and year-to-date 2000, foreign exchange had a negative impact
on net income of $1.7 million and $8.1 million, respectively. Excluding
re-engineering costs of $1.7 million ($1.3 million after tax), third quarter
2000 net income increased 71.3 percent to $6.0 million, or $0.10 per share,
compared with $3.5 million, or $0.06 per share in 1999. For the nine-month
period, excluding re-engineering costs of $6.4 million ($4.9 million after tax)
in 2000 and $15.1 million ($11.6 million after tax) in 1999, net income
increased 22.8 percent to $57.9 million, or $1.00 per share, compared with
$47.2 million, or $0.82 per share, in 1999. Excluding the re-engineering costs
and the negative impact of foreign exchange, net income increased by more than
200 percent in the quarter, and increased 47.7 percent year-to-date. The
increase for both periods was driven by improvements in all areas, in part due
to benefits of re-engineering actions taken.

In the third quarter of 2000 and 1999, international operations generated 81
percent and 85 percent of sales, respectively, and 96 percent and 100 percent
of the operating profit, respectively. For the year-to-date periods in 2000 and
1999, international operations generated 84 percent and 85 percent of sales,
respectively, and 99 percent and 100 percent of the operating profit,
respectively.

12
14

NET INTEREST EXPENSE

In the third quarter and first nine months of 2000, the Company incurred net
interest expense of $5.2 million and $15.1 million, respectively. For the
comparable 1999 periods, the Company incurred net interest expense of $5.5
million and $15.4 million, respectively. For the third quarter and nine-month
period of 2000, the lower net interest expense reflects the placement of a
higher proportion of debt internationally in lower cost countries.

TAX RATE

The effective tax rate for the third quarter and year-to-date 2000 was 22.5
percent compared with 23.5 percent in 1999. The effective tax rates are below
the U.S. statutory rate, reflecting the availability of excess foreign tax
credits along with low foreign effective tax rates.

REGIONAL RESULTS (DOLLARS IN MILLIONS)

EUROPE

Negative
foreign Percent
Decrease Restated exchange of total
2000 1999 Dollar Percent Increase impact 2000 1999
------ ------ ------ -------- -------- -------- ---- ----

Third Qtr
- ---------
Net sales $ 75.5 $ 83.1 $ (7.6) (9)% 6% $(11.9) 34% 39%
Operating
profit 6.1 7.9 (1.8) (23) -- (1.8) 34 58

Year-to-Date
- ------------
Net sales $311.2 $346.8 $(35.6) (10)% 2% $(42.9) 41% 47%
Operating
profit 68.0 77.3 (9.3) (12) 2 (10.7) 64 83

For the third quarter, the sales increase in Europe, excluding the impact of a
weaker euro, was primarily driven by increases in France, Austria, Italy, the
Netherlands, and Scandinavia due to a more productive sales force. The
important German market was also up for the quarter. For the nine-month period,
sales increased over 1999 due to increases in Germany, Scandinavia, Austria,
Russia, and South Africa, driven by larger sales forces and improved
productivity. Partially offsetting these increases were declines in Greece,
Switzerland and Belgium, due to smaller active sales forces.

In 1999, Germany, the region's largest market, experienced a decline in sales
due to the impact of legislation that imposes a tax on certain part-time
workers. The Company held meetings in 1999 with the German sales force to
explain the impact of the new legislation, as well as to offer financial
assistance in addressing this issue to members of the sales force who remain
with the Company for a specified period. Sales and profits were up in this
market in

13
15

REGIONAL RESULTS (DOLLARS IN MILLIONS) (CONTINUED)

the first nine months of 2000, and the new legislation is not expected to
impact the fourth quarter of the year.

Excluding the negative impact of foreign exchange, operating profit was flat
for the third quarter comparison due to the impact of the weaker euro on the
overall value chain. On a year-to-date basis, in local currency, operating
profit increased due to lower operating expenses.

ASIA PACIFIC

Positive
(negative)
Increase Restated foreign Percent
(decrease) increase exchange of total
2000 1999 Dollar Percent (decrease) impact 2000 1999
------ ------ ------ ---------- ---------- ------ ---- ----

Third Qtr
- ---------
Net sales $ 55.0 $ 59.0 $ (4.0) (7)% (5)% $ (1.0) 25% 28%
Operating
profit 9.0 6.5 2.5 37 45 (0.3) 50 48

Year-to-Date
- ------------
Net sales $180.5 $166.8 $ 13.7 8 % 6 % $ 3.5 24% 23%
Operating
profit 28.1 14.7 13.4 91 91 -- 26 16

The area's net sales decrease in the third quarter was due to the timing this
year compared with last year of the price increase in Korea, as well as
declines in the Philippines and Indonesia. This decrease was partially offset
by an increase in Japan, which was driven by promotional activities and a more
productive sales force. For the nine-month period, the increase is primarily
due to improvements in Japan, as well as Korea and Australia, partially offset
by a decline in the Philippines. For the quarter, the impact of foreign
exchange on the comparison reflected the weakening of the Philippine peso and
Australian dollar partially offset by a stronger Japanese yen. For the
nine-month period, a strong Japanese yen is offset by a weaker Philippine peso
and Australian dollar.

The significant improvement in operating profit for the quarter and nine-month
period was driven by higher gross profits from a higher gross margin
percentage, primarily due to increases in Japan. Also contributing to the
area's quarter and nine-month increase was a benefit of a use tax incentive of
$0.5 million and $2.0 million, respectively. This benefit, which is for this
year only, comes from a change in legal structure and is expected to result in
additional benefit in the fourth quarter of 2000.

14
16

REGIONAL RESULTS (DOLLARS IN MILLIONS) (CONTINUED)

LATIN AMERICA

Negative
foreign Percent
Increase Restated exchange of total
2000 1999 Dollar Percent increase impact 2000 1999
------ ------ ------ -------- -------- -------- ---- ----

Third Qtr.
- ----------
Net sales $ 49.0 $ 37.9 $ 11.1 29% 31% $ (0.4) 22% 18%
Operating
profit 2.2 1.6 0.6 47 57 (0.1) 12 12

Year-to-Date
- ------------
Net sales $144.5 $112.5 $ 32.0 28% 29% $ (0.8) 19% 15%
Operating
profit 9.6 6.9 2.7 40 42 (0.1) 9 7

Beginning in the first quarter of 2000, the distribution model for Brazil,
Argentina and Venezuela was modified. In these markets, sales are now made
directly to the sales force with distributors compensated through commission
payments. Although there is no impact on operating profit, this model results
in sales being recorded at an amount that includes the margin that previously
went to distributors. This change increases distributor profitability and
enables them to focus less on administrative tasks and more on recruiting,
training and motivating their sales forces.

Excluding the impact of the change in distribution center model and foreign
exchange, third quarter and year-to-date 2000 net sales increased 17 percent
and 16 percent, respectively, in comparison with 1999 due to increases in
Mexico and Brazil. Mexico's increase was due to higher sales force
productivity. In Brazil, the number of distributors has significantly
increased, leading to a larger sales force and increased sales volume. The
impact of foreign exchange on the quarter comparison reflected the weakening of
the Colombian peso.

For the third quarter, the increase in operating profit came from an increase
in Mexico due to higher volume and an increase in the gross profit percent,
partially offset by an operating profit decrease in Brazil. For the nine-month
period of 2000, operating profit increased due to higher sales volume in Mexico
and lower operating expenses in both Mexico and Venezuela. These increases were
partially offset by declines in Argentina and Brazil. Argentina's decrease was
driven by lower sales volumes and higher costs. Brazil's decrease in the
quarter and nine-month period in 2000 over the comparable periods in 1999 was
primarily due to operating expenses incurred to implement the new distribution
model.

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REGIONAL RESULTS (DOLLARS IN MILLIONS) (CONTINUED)

UNITED STATES

Percent
Increase of total
2000 1999 Dollar Percent 2000 1999
------ ------ ------ ------- ---- ----

Third Qtr
- ---------
Net sales $ 40.7 $ 31.9 $ 8.8 28% 19% 15%
Operating
profit (loss) 0.8 (2.4) 3.2 + 4 nm

Year-to-Date
- ------------
Net sales $125.2 $108.0 $ 17.2 16% 16% 15%
Operating
profit (loss) 1.3 (5.7) 7.0 + 1 nm

+ Increase of more than 100 percent.

nm - Not meaningful

For the third quarter and nine-month periods of 2000, sales increased due to a
more productive sales force and from the integrated direct access initiatives,
which are a convergence of the core party plan business with mall showcases,
the Internet, and television sales. In the third quarter of 2000, the total
sales force exceeded the previous year's comparable quarter total, which was
the first such increase since the early 1990's.

For both the quarter and the nine-month period, the area had a significant
improvement in operating profit primarily driven by the increase in sales
volume and the related increase in gross profits. Gross margin percentages
increased over the same periods in 1999, and operating expenses decreased as a
percent of sales for both the quarter and nine-month period.

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FINANCIAL CONDITION

Liquidity and Capital Resources. Working capital increased to $139.7 million as
of September 30, 2000, compared with $61.3 million as of the end of 1999. This
increase was primarily driven by lower accounts payable and accrued liabilities
in addition to higher inventories. The lower accounts payable and accrued
liabilities balances reflect a seasonal reduction and timing of payments. The
increase in inventory has a seasonal component as well, and also reflects
higher sales levels and a modest increase in raw material inventory in light of
increasing prices. The level of short-term borrowings reflects the Company's
classification of a portion of its outstanding borrowings that are due within
one year by their terms as non-current due to its ability and intent that they
are outstanding throughout the succeeding twelve months. Based on the timing of
the Company's cash inflows during the year, as well as the overall level of
short-term borrowings at the end of each period, a lower amount was classified
as current at the end of 1999 than at the end of the third quarter of 2000.

In October 2000, the Company completed the acquisition of BeautiControl, Inc.
("BeautiControl"), purchasing all of the 7,231,448 common shares, for a
purchase price of $7 per share. The total purchase price of approximately $57
million includes the shares acquired, the settlement of in-the-money stock
options, as well as other costs incurred in the transaction. Also in October
2000, the Company announced a Management Stock Purchase Plan ("the Plan"),
which provides for eligible executives to purchase Company stock using full
recourse market interest rate loans provided by the Company. The loans are
secured by the shares purchased and are due in 2005. Under the Plan, the
Company has loaned approximately $13.6 million to 33 senior executives to
purchase approximately 800,000 shares. In order to avoid an increase in the
number of shares outstanding, the Company also announced the repurchase in the
open market of 800,000 shares of common stock. The repurchase was commenced on
October 26, 2000 and a total of 116,500 shares at a total cost of approximately
$1.9 million have been repurchased to date.

As of September 30, 2000, the Company had $106.6 million available under its
$300.0 million unsecured multicurrency credit facility, which matures in 2002.
The multicurrency credit facility along with other foreign uncommitted lines of
credit, and cash generated by operating activities, are expected to be adequate
to finance any additional working capital needs and capital expenditures, and
the additional borrowings made to fund the October 2000 acquisition of
BeautiControl and share repurchase.

Operating Activities. Net cash used in operating activities for the nine months
ended September 30, 2000, was $11.2 million, compared with $1.7 million in the
1999 period. The difference between the periods was primarily due to a greater
increase in inventory as well as a higher decrease in accounts payable and
accrued liabilities, partially offset by higher net income and a lower increase
in net deferred income taxes.

Investing Activities. The $25.0 and $29.1 million of cash used in investing
activities for the nine-month periods of 2000 and 1999, respectively, was for
capital expenditures, primarily new molds.

Financing Activities. Dividends paid to shareholders in the first nine months
of both 2000 and 1999 were $38.1 million.

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NEW PRONOUNCEMENTS

In 1999, the Financial Accounting Standards Board (FASB) amended the effective
date for Statement of Financial Accounting Standards (SFAS) 133, "Accounting
for Derivative Instruments and Hedging Activities" to fiscal years beginning
after June 30, 2000. This Statement establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. It requires that an
entity recognizes all derivatives as either assets or liabilities in the
statement of financial position and measures those instruments at fair value.
If certain conditions are met, a derivative may be specifically designated as a
hedge. The accounting for changes in the fair value of a derivative depends on
the intended use of the derivative and the resulting designation of the hedge
exposure. Depending on how the hedge is used and the designation, the gain or
loss due to changes in the fair value is reported either in earnings or in
other comprehensive income. Adoption of the statement, which is required for
the Company's year 2001 financial statements, will have no impact on the
accounting treatment related to the hedging programs the Company has
undertaken.

In October 2000, the Emerging Issues Task Force issued EITF 00-10, "Accounting
for Shipping and Handling Revenues and Costs" ("Issue 00-10"), which requires
fees billed to customers associated with shipping and handling to be classified
as revenue and costs associated with shipping and handling to be either
classified as cost of sales or disclosed in the notes to the financial
statements. Although Issue 00-10 has no impact to the Company's net income, the
Company will be required to reclassify shipping and handling fees billed to
customers from delivery, sales and administrative expense to net sales. The
Company will elect to disclose in the notes to the financial statements the
costs associated with shipping and handling which are included in delivery,
sales and administrative expense. The Company is currently assessing the amount
to be reclassified and disclosed, and will adopt the EITF in the fourth quarter
of 2000.

MARKET RISK

One of the Company's market risks is its exposure to the impact of interest
rate changes. The Company has elected to manage this risk through the maturity
structure of its borrowings. Under its present policy, the Company has set a
target of having approximately half of its borrowings with extended terms.

A significant portion of the Company's sales and profits comes 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. governments.

Another economic risk of the Company, which is associated with its operating
internationally, is the exposure to fluctuations in foreign currency exchange
rates on the earnings, cash flows, and financial position of the Company's
international operations. The Company is not able to project in any meaningful
way the possible effect of these fluctuations on translated amounts or future
earnings. This is due to the Company's constantly changing exposure to various
currencies, the fact that all foreign currencies do not react in the same
manner in relation to

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20

the U.S. dollar, and the large number of currencies involved, although the
Company's most significant exposure is to the euro.

Although this currency risk is partially mitigated by the natural hedge arising
from the Company's local manufacturing in many markets, a strengthening U.S.
dollar generally has a negative impact on the Company. In response to this
fact, the Company uses financial instruments, such as cross-currency interest
rate swaps and 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 the cash flows from those operations.
The Company also hedges with these instruments certain other exposures to
various currencies arising from non-permanent intercompany loans and firm
purchase commitments.

FORWARD-LOOKING STATEMENTS

Statements contained in this report that are not based on historical facts are
forward-looking statements involving risks and uncertainties, including sales
force recruiting and activity levels, success of new products and promotional
programs, economic and market conditions generally and foreign exchange risk in
particular, and other risks detailed in the Company's report on Form 8-K dated
February 28, 1997, as filed with the Securities and Exchange Commission. These
risks and uncertainties may cause actual results to differ materially from
those projected in forward-looking statements.

PART II

OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
(27) Financial Data Schedule for the third quarter of 2000.

(b) Reports on Form 8-K
During the quarter, the Registrant did not file any current reports on
Form 8-K.

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SIGNATURES

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

TUPPERWARE CORPORATION

By: /s/ Paul B. Van Sickle
-------------------------------------
Executive Vice President,
and Chief Financial Officer

By: /s/ Judy Curry
-------------------------------------
Vice President and Controller

Orlando, Florida

November 13, 2000