Tupperware Brands Corporation ("(“Tupperware,"” the "Company," "we," "us,"“Company,” “we” “us” or "our"“our”) is a leading global consumer products company that designs innovative, functional, and environmentally responsible products. Founded in 1946, the Company'sCompany’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. With a purpose to nurture a better future, the Company's products are an alternative to single-use items. The Company distributes its products into nearly 70 countries around the world, primarily through approximately 3.1 million independent sales force members, around the world with an annual average active sales force of approximately 553313 thousand active at any designated point in time.2022. Worldwide, the Company engages in the marketing, manufacture, and sale of design-centric preparation, storage, and serving solutions for the kitchen and home through the Tupperware brand name. The Company primarily uses a direct selling business model to distribute and market products, while continuing to expand digital platforms and business-to-businessretail distribution channels. Through personal connections, product demonstrations, and understanding of consumer needs, the Company's sales force members have been selling products to customers for over 75 years. The Company is a Delaware corporation that was organized on February 8, 1996 in connection with the corporate reorganization of Premark International, Inc. ("Premark"(“Premark”).

As of September 25, 2021, the Company has classified the results of certain key brands of the beauty business including Avroy Shlain, House of Fuller, Nutrimetics, and Nuvo as held for sale and as discontinued operations. As such, the results of the beauty businesses are reflected as discontinued operations including all comparative prior period information in the Consolidated Financial Statements. Subsequently, all of these key brands have been sold to third parties. See Note 13,12: Assets Held for Sale Assets and Discontinued Operations for additional information.

For more information see Note 22: Restated Previously Issued 2021 and 2020 Financial Statements and Note 23: Quarterly Financial Summary (Unaudited) to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data of contentsthis Report.

Since early 2020,While the Company has followed guidance from the Centers for Disease Control and Prevention ("CDC") and the World Health Organization ("WHO") on actions required by individuals and businesses following the declarationspread of COVID-19 as a pandemic. Since 2020 the pandemic has impacted worldwide economic activity and many governments implemented policies intended to stop or slow the further spread of the disease. These policies, such as shelter-in-place orders, travel restrictions, and quarantine requirements, remained in place for a significant period of time, resulting in the temporary closure of schools and non-essential businesses and restrictions on travel and in-person gatherings. The Company hasits variants continued to respond by taking actions to keep employees protected, support the Company's global sales force and their communities, and maintain business continuity.

LiquidityThe Company adopted a hybrid approach to working and Capital Allocationstarted to phase in a return to global offices with a combination of work from home and in-office days where possible.

Investors can obtain access to periodic reports and corporate governance documents, including board committee charters, corporate governance principles and codes of conduct and ethics for financial executives, and information regarding the Company'sCompany’s transfer agent and registrar through the Company'sCompany’s website free of charge (as soon as reasonably practicable after reports are filed with the Securities and Exchange Commission (the "SEC),SEC, in the case of periodic reports)reports, by going to www.tupperwarebrands.com, clicking on the "Investors"“Investors” tab and searching under "Financial Information," "Corporate Governance"“Financial Information”, “Corporate Governance” or "IR“IR Resources."” The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

The Company primarily designs innovative, functional, and environmentally responsible products to help store, serve, and prepare food. The core of the Tupperware brand product line consists of design-centric preparation, storage, and serving solutions for the kitchen and home, in addition to lines of cookware, knives, microwave products, microfiber textiles, water-filtration related items, and an array of products for on-the-go consumers. The Company continues to focus on introducing new, more sustainable materials to its

The Company operates its business under four reportable segments in four broad geographic regions: (1) Asia Pacific, (2) Europe (Europe, Africa and the Middle East), (3) North America, and (4) South America. See Note 22:21: Segment Information to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data of this Report for further details regarding segment information.

Sales are to the ultimate customer principally through direct selling by approximately 3.1 million independentan annual average active sales force members withof approximately 553313 thousand active at any designated point in time.2022. Products are primarily sold directly to independent distributors, directors, managers, and dealers (the "sales force"“sales force”) throughout the world. Sales force members purchase products at a discount from the Company and then sell them to their customers. Sales force compensation plans and sales methods can differ based on the market.

A significant portion of the Company'sCompany’s business is operatedoperates through distributors, some of whom stock inventory and fulfill orders from the sales force that are generally placed after orders have been received from their customers.force. In a stocking model, the distributor orders product, stocks it in a warehouse and picks, packs, and ships it to the sales force for distribution to the end consumer. In a non-stocking model, the distributor’s focus is on increasing the sales force size while the Company manages the stocking and distribution of inventory.inventory while distributors focus on commercial activities. Discounts to the distributor are adjusted depending on the level of service provided. Where distributorships are granted, they have the right to market the Company'sCompany’s products and to utilize Tupperware'sTupperware’s trademarks, subject to certain limitations. The vast majority of the sales force members are independent contractors and not employees of the Company.

Some business units utilize a campaign merchandising system whereby sales force members sell through brochures generated every twothree or threefour weeks to their circle of influence including friends, neighbors, and relatives. The brochures highlight new products and specially-pricedpromotional items for each sales campaign and allow the sales force to connect one-on-one with the consumer. Generally, the sales force forwards an order to a designated Tupperware distribution center where the product is packaged and shipped to the sales force for delivery to the consumer.

The Company also uses retail stores and studios, owned by independent sales force members, in certain markets, most predominantly in China. These physical locations provide an entrepreneurial opportunity for independent owners to connect with consumers to demonstrate and sell products while also creating visibility and reinforcing Tupperware’s image with consumers. As of December 25, 2021, the Company's products in China could be purchased at over 5 thousand locations with approximately 500 additional stores or studios located in other parts of the world. As part of the Company'sCompany’s Turnaround Plan, the new growth strategy will expand to offer additional in-person product purchasing opportunities to complement the current retail store and studio strategy.

Accelerated by the global pandemic, the Company has seen a worldwide shift by its sales force to incorporate digital methods of doing business. The adoption of digital demonstrations has grown as a result of more people staying at home, thus enabling a sales force member’s ability to reach new customers. Geographic location is no longer a limiting factor for the Company'sCompany’s independent sales force members and the Company sees this adoption of digital tools and methods to selling as a key element of building a more sustainable and predictable business. In both 20202022 and 2021, Tupperware provided its sales force with various digital tools to connect with consumers directly through social media and personalized web pages, offered digital training and virtual meetings for sales force development, and maintained direct websites in several countries including, but not limited to, Brazil, Mexico, and the United States and Canada, for consumers to purchase products. As of December 25, 2021, the Company's distribution system had approximately 2 thousand distributors, 94 thousand managers (including directors and team leaders) and 3.1 million independent sales force members worldwide with approximately 553 thousand active at any designated point in time.

AsGiven current concerns about its liquidity and capital structure, the Company has increased its focus on improving its cash generation capabilities and capital structure through the efforts outlined above, including developing plans to generate additional liquidity to address substantial doubt and has engaged advisors to address the capital structure.

The Company also found that during the pandemic, when it initiated a starter kit at a much lower cost than traditional starter kits, many members were joining mostly for the product discount, and were not building business strategy evolves,organizations at the same rate as in the past. Those member cohorts also did not benefit from in-person meetings, which the Company believes is critical to the success of a direct selling organization. Therefore, the Company believes that retention rates suffered as a result. With the return to in-person events, particularly in the second half of 2022, coupled with the elimination of the low-cost starter kits in early 2023, the Company expects that productivity of post-pandemic member cohorts will improve and will return to levels that more closely mirror pre-pandemic levels.

In 2022, the Company continued to execute on its Turnaround Plan, one that leverages consumer acceptance of the iconic Tupperware brand, which is expected to give the Company the ability to expand into new product categories, increase consumer access points, and grow distribution channels, all while strengthening the Company’s core direct selling business. A deteriorating macroeconomic environment, which included increasing inflationary pressures, sharply rising interest rates, and the strengthening of the U.S. Dollar against most major currencies, coupled with increasing geopolitical tensions and deteriorating consumer confidence, eroded the Company’s underlying business economics and liquidity in 2022. The Company elected to take additional restructuring actions, which has pushed out the Turnaround Plan timeline. The Turnaround Plan will focus on further simplifying the Company’s core business with digital transformation and global exchange of best-selling practices. The Company will continue shifting from a distributor push model to a consumer pull model to capture the needs of today’s customer sets; opening up access to Tupperware products in channels where today’s consumers want to shop as part of our omnichannel evolution; and expanding into new product categories to bring more innovative solutions to the market. The timing and investment in support of the Turnaround Plan could most likely be constrained by the Company is focused on accelerating modernization in two areas. First is improving the core direct sales business, introducing a data-driven approach to sales force marketing, communication and recruitment, and introducing new digital tools and training to make doing business more efficient. The Company is working on an approach to personalize the customer experience based on consumer behaviors and has defined two distinct groups within its sales force – those who want to build a business or career with the Company (the "Business Builders"), and those who want access to discounted or exclusive products (the "Preferred Buyers"). Future communications, service, support, and marketing approach will be tailored with these segmented audiences in mind.Company’s liquidity.

The Company has many competitors both domestically and internationally. The principal bases of competition generally are marketing, price, quality, and innovation of products, as well as competition with other companies for independent sales force.force and new business models promoting a gig economy. Due to the nature of the direct selling industry, it is critical that the Company providesprovide a compelling earnings opportunity for the sales force, along with developing new and innovative products. The Company maintains its competitive position, in part, through a focus on product design, quality, and innovation, as well as the use of strong incentives and promotional programs.

Through its Tupperware brand, the Company competes in the food storage, serving and preparation, containers, children's toys and gifts categories. The Company works to differentiate itself from its competitors through its brand names, product innovation, quality, value-added services, celebrity endorsements, technological sophistication, new product introductions, and its channel of distribution, including the training, motivation, and compensation arrangements for its independent sales force.

Many of the products manufactured by and for the Company require specialty polymers including plastic resins that meet its rigorous design and quality specifications. These resins are purchased through various arrangements with a number of large chemical companies located in many of the markets in which the Company has a presence or sells its products. Research and development relating to these polymers and resins used in Tupperware brand name products is performed by both the Company and its suppliers. In 20202022 and 2021, the Company experienced shipping constraints and delays coming from sourced suppliers due to COVID-19. To date, the Company has been able to secure an adequate supply of raw materials for its products, and it endeavors to maintain relationships with backup suppliers in an effort to ensure that no interruptions occur in its operations.

The Company considers its trademarks and patents to be of material importance to its business. Except for the Tupperware trademark, which the Company considers to be among its most valuable assets, the Company is not dependent upon any single patent or trademark, or group of patents or trademarks. The Tupperware trademark, as well as its other trademarks, is registered on a country-by-country basis. The current duration for such registration ranges from five years to ten years; however, each such registration may be renewed an unlimited number of times. The patents used in the Company'sCompany’s business are registered and maintained on a country-by-country basis, with a variety of durations. The Company has followed the practice of applying for design and utility patents with respect to most of its significant patentable developments.

Compliance with government regulations, including those relating to environmental protection, has not had in the past, and is not expected to have in the future, a material effect upon the Company'sCompany’s capital expenditures, liquidity, earnings, or competitive position.

As of December 25, 2021,31, 2022, the Company had approximately 10,000 employees. Given6,600 employees, about 35 percent fewer than at December 25, 2021. The primary reasons for the ongoing impactsheadcount reductions were the sale of the COVID pandemic,certain non-core beauty brands, as well as accelerated re-engineering programs to right-size the Company’s first priority continues to be on helping employees stay safe and adhering to guidance from the Centers for Disease Control and Prevention ("CDC") and the World Health Organization ("WHO") oncore business. These actions, required by individuals and businesses to protect employees, support our global sales force and maintain business continuity. Over the course of 2021, the Company kept employees informed of regulations governing remote work, travel, use of personal protective equipment whether in the office orcoupled with employee turnover, have resulted in a factory setting, with communication lines openloss of continuity of knowledge and have created resource constraints. See Note 3: Re-engineering and Impairment Charges and Note 12: Assets Held for all employees to ask questions or raise concerns. Tupperware also supported in transitioning employees where possible to remote working arrangements, providing them with necessary equipmentSale and tools.

The following initiatives were key highlights fordecision to layoff employees discussed above is one of the most difficult changes that the Company has and continues to implement to help address its liquidity concerns. The Company has made it a priority to treat outgoing employees with respect and has provided and will continue to provide separation agreements in 2021:line with statutory requirements across the world.

2022 was a transformational year for more reusable, durable, and environmentally-friendly products. With this purpose to nurture a better future every day, the Company expects to make decisions that benefit people, the planet, and communities served by the Company and its sales force.

Highlights of Tupperware’s progress and focus areas to enhance its ESG strategy and priorities include the following:

On a quarterly basis, sales are impacted by holiday schedules, vacations by sales force members, as well as promotional activities during these periods, which vary by market. The Company'sCompany’s business is not dependent on a small number of customers, nor is any of its business subject to renegotiation of profits or termination of contracts or subcontracts at the election of the United States government.

The following is a list of the names and ages of all executive officers of the Company as of February 23, 2022,September 30, 2023, indicating all positions and offices held by each such person with the Company, and each such person'sperson’s principal occupations or employment during the past five years. Each such person has been elected to serve until the next annual election of officers of the Company (expected to occur on May 6, 2022).during the fourth quarter of 2023.

There are inherent risks and uncertainties associated with the Company that could adversely affect its business, financial condition, or results of operations. Set forth below are descriptions of those risks and uncertainties that the Company currently believes to be material, but the risks and uncertainties described below are not the only ones that could adversely affect the Company. Other events that the Company does not currently anticipate or that the Company currently deems immaterial also may affect its business, financial condition, or results of operations. Before making an investment in the Company’s securities, investors should carefully consider the risk factors discussed below, together with the other information in this Report, including the section entitled Forward-Looking Statements at the beginning of this Report, in "ItemItem 7A. Quantitative and Qualitative Disclosures About Market Risk, Item 7. 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.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Under the direction of the Company’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting. As a result of this evaluation, management identified material weaknesses in the Company’s internal control over financial reporting. Because of these material weaknesses, management concluded that the Company is unable to implement anddid not maintain effective internal control over financial reporting investors may lose confidence in the accuracyas of December 31, 2022. Refer to Item 9A. Controls and completenessProcedures of the Company's financial reports and the Company's results of operations and stock price could be materially adversely affected.this Report for further information.

Management intends to provide a report from managementimplement enhancements to our stockholders on ourits internal control over financial reporting, which are expected to include refinements and enhancements to the complement of personnel, design and operation of its controls related to the risk assessment process, income taxes, leases, intercompany loans, goodwill, account reconciliations, and the Consolidated Statements of Cash Flows. The Company intends to begin to implement these enhancements to the design of its controls during 2023 and to continue in 2024. However, these material weaknesses will not be considered remediated until management designs and implements effective controls that includes an assessmentoperate for a sufficient period of time and management has concluded, through testing, that these controls are effective. The Company will monitor the effectiveness of these controls. We rely on our employees to design, manage,the remediation plan and operate our systems and controls to assure that we properly enter into, record, and manage processes, transactions, and other relationships with customers, suppliers, and other parties with whom we do business. We also depend on employees andwill refine the systems and controls for which they are responsible to assure that we identify and mitigateremediation plan, as needed. Until remediated, the risks that are inherentmaterial weaknesses could result in our relationships and activities. Thus, we are exposed to risks that include, but are not limitedfuture errors to the riskCompany’s financial statements.

Remediation measures are time-consuming, require significant costs and place significant demands on the Company’s financial and operational resources. In order to improve the effectiveness of fraud by employees or persons outsideits internal control over financial reporting, the Company the execution of incorrect or unauthorized transactions by employees or others, errors relatinghas expended, and will need to transaction processing, breaches of the internal control systemcontinue to expend, significant resources, including accounting-related costs and compliance requirements, unplanned interruptions in service, and vendors that do not perform in accordance with their contractual agreements. Certain significant management

As discussed in Note 1: Summary of Significant Accounting Policies and Note 22: Restated Previously Issued 2021 and 2020 Financial Statements to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data of this Report, the Company has restated its 2021 and 2020 annual Consolidated Financial Statements following the identification of misstatements. These newly identified misstatements are in addition to misstatements previously identified by the Company during 2022, as well as misstatements that were previously identified and disclosed in the financial marketplace dueCompany’s Annual Reports on Form 10-K as of and for the years ended December 25, 2021 and December 26, 2020 and in certain 2022 and 2021 Quarterly Reports on Form 10-Q.

As a result of the misstatements and the restatements, the Company has become subject to aadditional risks, uncertainties and costs. The Company may become subject to enforcement proceedings brought by the SEC or other regulatory or governmental authorities, or subject to other legal proceedings, the misstatements or the related restatements, and actions and proceedings could also be brought against the Company’s current and former employees, officers, or directors. These actions, lawsuits or other legal proceedings related to the misstatements or the restatements could result in reputational harm, additional defense and other costs, regardless of the outcome of the lawsuit or proceeding. If the Company does not prevail in any such lawsuit or proceeding, the Company could be subject to substantial damages or settlement costs, criminal and civil penalties and other remedial measures, including, but not limited to, injunctive relief, disgorgement, civil and criminal fines and penalties. In addition, the Company continues to be at risk for loss of investor confidence, loss of key employees, changes in management or the reliabilityCompany’s Board of our financial statements or a delay in our ability to timely file our periodic reports with the SEC,Directors and other reputational issues, all of which could have a material adverse effect on the price of our common stock.

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.directors relating to the allegations in the securities class action referenced in the preceding paragraph. 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

In March 2023, a putative stockholder class action was filed against the Company and certain current and former officers in the United States District Court for the Middle District of Florida. The complaint alleges that statements made in public filings between March 10, 2021 and March 16, 2023 regarding the Company’s income taxes and internal controls violated Sections 10(b) and 20(a) of the Securities Act of 1934. On June 5, 2023, the District Court appointed a lead plaintiff, who intends to file an amended complaint by November 13, 2023. Once the lead plaintiff has filed an amended complaint, the Company will be required to respond to the complaint. 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. OurThe Company’s insurance may not cover all claims that may be asserted against us,the Company, and we arethe Company is unable to predict how long the legal proceedings to which we arethe Company is currently subject will continue. An unfavorable outcome of any legal proceeding may have an adverse impact on ourthe Company’s business, financial condition and results of operations, or ourits stock price. Any proceeding could negatively impact ourthe Company’s reputation among ourits customers or ourits 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.

Certain of the materials used in the Company’s product lines may give rise to concerns of consumers based upon scientific theories which are espoused from time to time, including the risk of certain materials leaching out of plastic containers used for their intended purposes or the ingredients used in cosmetics, personal care, or nutritional products causing harm to human health. This includes polycarbonate, which contains the chemical Bisphenol A, and polyethersulfone, which contains the chemical Bisphenol S. It is the Company’s policy to market products in each of its business units containing only those materials or ingredients that are approved by relevant regulatory authorities for contact with food or skin or for ingestion by consumers, as applicable.

Product safety or quality failures, actual or perceived, or allegations of product contamination, even when false or unfounded, or inclusion of regulated ingredients could tarnish the image of ourthe Company’s brands and could cause consumers to choose other

The Company operates manufacturing facilities in the United States and around the world, and is subject to numerous environmental regulations with respect to the operation of those facilities. If the Company were to experience a material adverse environmental event at one of those facilities, or if the Company were to experience any material product safety issue or other significant issue with respect to its products or resins, the Company’s results of operations and financial condition could be materially adversely affected.

Furthermore, concern over plastics products may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment. Increased regulatory requirements, including in relation to various aspects of ESG including disclosure requirements, or environmental causes may result in increased compliance or input costs of raw materials, which may cause disruptions in the manufacture of ourthe Company’s products or an increase in operating costs. If the Company does not adapt to or comply with new regulations, or fails to meet evolving investor, industry, or stakeholder expectations and standards, or if the Company is perceived to have not responded appropriately to the growing concern for ESG issues, customers and consumers may choose to stop purchasing ourthe Company’s products or purchase products from another company or a competitor, and the Company’s reputation, business, or financial condition may be adversely affected.

The Company relies extensively on information technology systems to conduct its business, some of which are managed by third-party service providers. These systems include, but are not limited to, programs and processes relating to internal communications and communications with other parties, ordering and managing materials from suppliers, converting materials to finished products, receiving orders and shipping product to customers, billing customers and receiving and applying payments, processing transactions, summarizing and reporting results of operations, complying with regulatory, legal or tax requirements, collecting and storing certain customer, employee, investor, and other stakeholder information and personal data, and other processes necessary to manage the Company’s business. Current and increased information technology security threats, and current and more sophisticated computer crime, including advanced persistent threats, pose a risk to the security of the information technology systems, networks, and services of the Company, its customers and other business partners, as well as the confidentiality, availability, and integrity of the data of the Company, its customers and other business partners. Furthermore, the risk of a cybersecurity incident is heightened as more of the Company’s employees work remotely. As a result, the Company’s information technology systems, networks, or service providers could be damaged or cease to function properly or the Company could suffer a loss or disclosure of business, personal, or stakeholder information, due to any number of causes, including catastrophic events, power outages and security breaches. Although the Company has business continuity plans in place, if these plans do not provide effective alternative processes on a timely basis, the Company may suffer interruptions in its ability to manage or conduct its operations, which may adversely affect its business. The Company may need to expend additional resources in the future to continue to protect against, or to address problems caused by, any business interruptions or data security breaches. Any business interruptions or data security breaches, including cyber-security breaches resulting in private data disclosure, could result in lawsuits or regulatory proceedings, damage the Company’s reputation or adversely impact the Company’s results of operations, cash flows, and financial condition. While the Company maintains insurance coverage that could cover some of these types of issues, the coverage has limitations and includes deductibles such that it may not be adequate to offset losses incurred. The Company has experienced various security threats and incidents, including, for example, email compromise

The Company is largely dependent upon the independent sales organizations and individuals to reach end consumers, and any significant disruption of this distribution network would have a negative financial impact on the Company and its ability to generate sales, earnings, and operating cash flows. The Company’s distribution system depends upon successful addition, activation, and retention of a large number of independent sales force members. A significant decline in the number of the Company’s independent sales force members could lead to a decline in sales. The Company’s active sales force declined 18 percent, 15 percent and 16 percent as of the end of the fourth quarter of 2022, the first quarter of 2023 and the second quarter of 2023, respectively, compared to the prior year.

The addition, retention, and activation of sales force members is dependent upon the competitive environment among other companies who also use this channel of distribution and upon the general labor market, unemployment levels, general economic conditions, demographic and cultural changes in the workforce and the level of penetration of the Company’s sales force in the geographies in which it operates, as well as the introduction of new products. In addition, if the sales force fails to find the Company’s product development pipeline to be compelling, or if the Company fails to maintain public confidence in its competitive position due to the Company’s disclosures regarding liquidity pressures, doubts regarding continuing as a going concern, or otherwise, the Company’s ability to attract and retain sales force members may be adversely affected.

The Company’s sales are directly tied to the activity levels of its sales force, which is in large part a temporary working activity for many sales force members. Activity levels may be affected by the degree to which a market is penetrated by the presence of the Company’s sales force, the amount of average sales per order, the amount of sales per sales force member, the mix of high-margin and low-margin products sold at group demonstrations and elsewhere, and the activities and actions of the Company’s product line and channel competitors. The Company’s sales force members may be affected by initiatives undertaken by the Company to grow its revenue base or change its cost base which may lead to the inaccurate perception that the independent sales force system is at risk of being phased out or that the Company intends to exit markets.markets, as well as by external factors such as media coverage associated to the Company’s liquidity position.

Furthermore, due to the high level of competition in the Company’s industry, the Companyit might fail to retain its independent sales force and their customers, which would harm the Company’s financial condition and operating results. The Company is subject to significant competition for the recruitment of independent sales force from other direct selling businesses. We competeFurthermore, the Company faces competition from newer business models that provide a stream of revenue opportunities which the sales force only has to accept (rather than identify on their own). The Company competes globally for

The Company currently has sales derived from channels other than direct selling. The reliance on this dominant channel in an environment where the consumer expects a frictionless experience could impact the Company’s business. Furthermore, reliance on this dominant channel was impacted by the pandemic, and while the Company’s sales force was able to utilize digital tools and social media to compensate for quarantine restrictions, this sales channel could be impacted further if other avenues for communicating with customers are unavailable.

The Company’s business is subject to changes in consumer trends and demands such as the types of products and materials the Company offers, the ease of finding and ordering the product, and the speed at which the products can be delivered. Consumer preferences and trends may change due to a variety of factors, such as changes in demographic trends, changes in the characteristics and materials used in ourits products, new market trends, or a weak economy in one or more of the markets in which we operate.the Company operates. The Company’s ability to accurately predict and respond to these changes could impact the Company’s financial results. If we arethe Company is unable to anticipate changes in consumer preferences and trends, ourthe Company’s business, financial condition, and operating results could be materially adversely affected.

If we failthe Company fails to accurately forecast customer demand weit may experience excess inventory levels or a shortage of products to deliver to our customers. its customers, which could materially adversely impact the Company’s results of operations, liquidity, and cash flows.

AnChanges in the economic slowdownenvironment or other governmental restrictions (including, but not limited to, inflation, rising interest rates, and/or a recession) in any of the countries where the Company operates could materially affect the Company’s revenues and operating results. 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. Among others, these risks include local political and economic environments, adverse new tax regulations, potentially burdensome privacy protocols, including the EU General Data Protection Regulation, and relations between the United States and foreign governments. In addition, the Company does business in developing countries, some of which have higher risk profiles, and some of the international jurisdictions in which the Company operates have a different, or less developed, legal system that lacks transparency in certain respects relative to that of the United States, and can accord local government authorities a higher degree of control and discretion over business than is customary in the United States.

The Company operates in many different jurisdictions, including jurisdictions that are considered high-risk countries, and the Company could be adversely affected by violations of the United States Foreign Corrupt Practices Act ("FCPA"(“FCPA”) and similar worldwide anti-corruption laws. The FCPA and similar worldwide anti-corruption laws generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business. The Company’s internal policies mandate compliance with these anti-corruption laws. The Company operates in many parts of the world that have experienced corruption to some degree, and in certain circumstances, strict compliance with anti-corruption laws may conflict with local customs and practices. Despite the Company’s training and compliance programs, the Company cannot assure you that its internal control policies and procedures always will protect the Company from reckless or criminal acts committed by Company’s employees or agents. The Company’s continued expansion outside the United States, including in developing countries, could increase the risk of such violations in the future. Violations of these laws, or allegations of such violations, could disrupt the Company’s business and result in a material adverse effect on the Company’s results of operations or financial condition.

The Company’s global operations expose the Company to a number of additional risks, including:

See "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations for further discussion regarding these risks.

The Company’s business may also be affected by actions of domestic and foreign governments to restrict the activities of direct selling companies for various reasons, including a limitation on the ability of direct selling companies to operate without the

These types of events could disrupt business and otherwise materially adversely affect business and financial condition. With operations in many states and multiple foreign countries, the Company is subject to numerous risks outside of its control, including risks arising from natural disasters, such as fires, earthquakes, hurricanes, floods, tornadoes, unusual weather conditions, pandemic outbreaks and other global health emergencies, terrorist acts or disruptive global political events, or similar disruptions that could materially adversely affect business and financial performance.

Any public health emergencies, including a real or potential global pandemic such as those caused by the avian flu, SARS, Ebola, coronavirus, or even a particularly virulent flu, could decrease demand for the Company’s products and ability to offer them through parties held by the sales force. The worldwide outbreak of the Coronavirus Disease 2019 ("COVID-19"(“COVID-19”), which has beenwas declared by the World Health Organization to be a "pandemic,"“pandemic,” has impacted worldwide economic activity. While COVID-19 and its variants continued into 2022, the impact from continued partial lockdowns was isolated primarily to China. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Report for further information. The Company’s employees, contractors, suppliers, sales force, consumers, and other business partners have been forcedCompany continued to conduct more limited business activities for an extended periodnavigate the impacts of time, including duethe global COVID-19 pandemic to required shutdowns requested or mandated by governmental authorities. The Company’s top priority is to protectensure the safety of its employees and their families, the sales force, and consumers, and its operations from any adverse impacts. The Company has taken precautionary measures as directed by health authorities and local governments. COVID-19 has and may continue to have an impact on ports and trade into and out of countries around the world. Given the interconnectivity of global supply chain and global economy,mitigate the impact of COVID-19 has been extensive. While COVID-19 has had a negative impactthe pandemic on some of the Company’s suppliersits operations and customers, the Company believes it has also experienced a positive impact from COVID-19 on overall net sales (as many customers are working from home). We are unable to predict the impact on the Company’s business when quarantining and other stay-at-home restrictions are lifted due to COVID-19, and the Company’s business may be materially adversely affected upon cessation of restrictions related to COVID-19.financial results.

Uncharacteristic or significant weather conditions can affect travel and the ability of businesses to remain open, which could lead to decreased ability for sales force to connect with customers and materially adversely affect short-term results of operations. Although it is not possible to predict such events or their consequences, these events could materially adversely affect the Company’s reputation, business and financial condition.

As of December 25, 2021,31, 2022, the CompanyCompany’s headquarters are leased by the Company and are located in Orlando, Florida. Tupperware owns and maintains manufacturing and/or distribution facilities in Brazil, Greece, Indonesia, Korea, Mexico, Portugal, South Africa, and the United States, and leases manufacturing and distribution facilities in Belgium, Brazil, China, Germany, India, Japan, New Zealand, and Venezuela.Japan. The Company owns and maintains acommercial offices in India, Indonesia and Mexico. The Indonesia warehouse and commercial office, and the Hemingway, South Carolina manufacturing plant were sold in India.2023, refer to Note 24: Subsequent Events to the Consolidated Financial Statements of this Report for additional information.

The Company conducts a continuing program of new product design and development at its facilities in Belgium and Mexico. None of the Company’s owned principal properties isare currently subject to any encumbrance material to the consolidated operations of the Company. For additional information about the Credit Agreement and the amendments to the Credit Agreement, refer to Note 1: Summary of Significant Accounting Policies and Note 16: Debt to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data of this Report. The Company considers the condition and extent of utilization of its manufacturing facilities, warehouses, and other properties to be good.

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,Mondelez International 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.

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.directors relating to the allegations in the securities class action referenced in the preceding paragraph. 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 Courtcourt 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 court has set a status conference on the matter in February 2024. 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 alleged that statements made in public filings between November 3, 2021 and May 3, 2022 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 sought to represent a class of stockholders who purchased the Company’s shares during the alleged class period and demands unspecified monetary damages. On August 17, 2022, the Southern District of New York entered an order transferring the case to the Middle District of Florida. On September 16, 2022, the court appointed co-lead plaintiffs. On November 30, 2022, the plaintiffs filed a First Amended Class Action Complaint. The First Amended Class Action Complaint is based on alleged misstatements about the Company’s profitability and pricing leading up to May 4, 2022; the plaintiffs also proposed a new class period of May 5, 2021 - May 4, 2022. On September 28, 2023, the Court denied the defendant’s motion to dismiss the First Amended Class Action Complaint. 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 2022, the SEC is conducting ancompleted its inquiry into the Company’s accounting practices relating to its previously-owned Fuller Mexico operations. The Company is fully cooperating with the SEC. Asbusiness and its Tupperware Mexico business. On September 29, 2022, the SEC inquiry is ongoing,issued a final order approving the settlement of the inquiry. Under the terms of the order, the Company is unable to predict how longneither admits nor denies the inquiry will continue or whether, at its conclusion,SEC’s findings and paid an immaterial civil penalty, which was fully accrued in the SEC will bring an enforcementsecond quarter of 2022.

In March 2023, a putative stockholder class action was filed against the Company and if it does, what fines or other remedies it may seek. There can be no assurancecertain current and former officers in the United States District Court for the Middle District of Florida. The complaint alleges that statements made in public filings between March 10, 2021 and March 16, 2023 regarding the SEC or another regulatory body will not make further regulatory inquiries or pursue action againstCompany’s income taxes and internal controls violated Sections 10(b) and 20(a) of the Securities Act of 1934. On June 5, 2023, the District Court appointed a lead plaintiff, who intends to file an amended complaint by November 13, 2023. Once the lead plaintiff has filed an amended complaint, the Company and its senior officers that could result in potentially significant sanctions and penalties, or that could requirewill be required to respond to the complaint. The Company is unable at this time to take additional remedial steps. Potential sanctions againstdetermine whether the Company and/or individuals could include penalties, injunctions, and cease-and-desist orders. Furthermore, publicity surrounding the inquiry or any enforcementoutcome of this action that may result from it couldwould have an adversea material impact on the Company’s reputation, business, financial condition,its results of operations, andfinancial condition or cash flows.

The principal United States market on which the Company’s common stock is traded ison the New York Stock Exchange under the symbol "TUP."“TUP.” As of February 18, 2022,October 5, 2023, the Company had 42,60961,674 shareholders of record and beneficial holders.

The following performance graph compares the performance of the Company'sCompany’s common stock to the Standard & Poor'sPoor’s 400 Mid-Cap Stock Index and the Standard & Poor'sPoor’s 400 Mid-Cap Consumer Discretionary Index. The Company'sCompany’s stock is included in both indices. The graph assumes that the value of the investment in the Company'sCompany’s common stock and each index was 100 at December 31, 201630, 2017 and that all dividends were reinvested.

The following is a discussion of the results of operations for 2021, 2020,2022 and 20192021, and changes in financial condition during 2022 and 2021. The Consolidated Financial Statements for the years ended December 25, 2021 and 2020.December 26, 2020 have been restated to correct prior period misstatements. The discussion and tables included below have been corrected to reflect these restatements. For more information see Note 22: Restated Previously Issued 2021 and 2020 Financial Statements in the Consolidated Financial Statements of this Report. This information should be read in conjunction with the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data of this Report.

The Company primarily designs innovative, functional, and environmentally responsible products to help store, serve, and prepare food. The core of the Tupperware brand product line consists of design-centric preparation, storage, and serving solutions for the kitchen and home, in addition to lines of cookware, knives, microwave products, microfiber textiles, water-filtration related items, and an array of products for on-the-go consumers. Products are primarily sold directly to independent distributors, directors, managers, and dealers (the "sales force")the sales force throughout the world. Sales force members purchase products at a discount from the Company and then sell them to their customers. Sales force compensation plans and sales methods can differ based on the market. The Company is largely dependent upon theits independent sales force and individuals to reach the end customer, and any significant disruption of this distribution network would have a negative financial impact on the Company and its ability to generate sales, earnings, and operating cash flows. The Company’s primary business drivers are the size, activity, diversity and productivity of its independent sales organizations. In 2021,2022, the Company continued to sell directly and/or through its sales force as well as to end consumers via the internet and through business-to-businessretail transactions, in which it sells products to a partner company.different companies around the world, primarily retailers. The Company’s average active sales force declined 18 percent to 313 thousand in 2022 compared to the prior year.

COVID-19 impact in 2021 was most pronounced in Asia PacificIn 2022, the U.S. Dollar strengthened against the Chinese Renminbi, Euro, Japanese Yen, and Europe whereother currencies. This created a headwind for the Company experienced partial or country-wide lockdowns of operations in various markets which affected financial results and liquidity. Whileas its foreign denominated revenues were translated into the duration and severity of this pandemic continuesU.S. Dollar at lower exchange rates negatively impacting results. The Company estimates that the negative impact on revenues for 2022 was approximately 5 percent compared to be uncertain due to the new variants, the Company currently expects that its results of operations in the first quarter of 2022 may also be negatively impacted by COVID-19. The extent to which the COVID-19 pandemic ultimately impacts the Company’s business, financial condition, results of operations, cash flows, and liquidity may differ from management’s current estimates due to inherent uncertainties regarding the duration and further spread of the outbreak, its severity, actions taken to contain the virus or treat its impact, availability and distribution of vaccines, additional and new variants of the virus, and how quickly and to what extent normal economic and operating conditions can resume.2021.

In line with the strategy of the Turnaround Plan, as described in Note 3: Re-engineering and Impairment Charges of Item 8. Financial Statements and Supplementary Data of this Report, the Company decided to dispose of the operations of certain key brands of the Company'sCompany’s beauty business including Avroy Shlain, House of Fuller, Nutrimetics, and Nuvo in order to better focus on the core business. The Company completed the sale of Avroy Shlain in the first quarter of 2021, and as of the fourth quarter, has entered into a definitive purchase agreement for the sale of the House of Fuller business. This transaction is subject to customer closing conditions and is expected to closewas sold in the firstsecond quarter of 2022, and Nutrimetics was sold in the third quarter of 2022. The Company previously hadexecuted a letterLetter of intent with a potential buyerIntent for Nutrimetics that did not progressthe sale of 100% of its shares in Nuvo on April 28, 2023, entered into a definitive agreement. The Company has since received non-binding offers from several interested partiesSales and expects to execute a new letter of intent byPurchase Agreement on July 27, 2023, and completed the second quarter of 2022. The Company is actively exploring strategic alternatives for Nuvo.sale on August 7, 2023.

The Company has determined that these dispositions represent a strategic shift that will have a major effect on its results of operations. The Company has reflected the results of the beauty businesses as discontinued operations including all comparative prior period information in these Consolidated Financial Statements. Certain costs previously allocated to the beauty business for segment reporting purposes do not qualify for classification within discontinued operations and have been reallocated to continuing operations. See Note 13,12: Assets Held for Sale Assets and Discontinued Operations of this Report, for additional information.

Estimates included herein are those of the Company’s management and are subject to the risks and uncertainties as described in the section entitled Forward-Looking Statements in Item 7A. Quantitative and Qualitative Disclosures About Market Risk.at the beginning of this Report.

Net sales were $1,602.3$1,600.6 million and $1,557.8$1,559.0 million in 2021 and 2020, respectively. Net sales increased in all segments with the exception of Asia Pacific. Excluding foreign exchange impact, sales increased $19.9$16.9 million or 1 percent, primarily due to: