UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



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

For the 13 weeks ended March ~~28, 2020~~27, 2021



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

For the Transition period from to

Commission file number 1-11657

TUPPERWARE BRANDS CORPORATION

(Exact name of registrant as specified in its charter)

~~________________________________________~~

—————————————————————————————————————————————————————————————————



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

14901 South Orange Blossom Trail						~~32837~~

Orlando	~~Orlando,~~Florida		~~Florida~~
	~~(Address of principal executive offices)~~	~~(Zip Code)~~32837

(Address of principal executive offices) (Zip Code)

(407) 826-5050

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

~~________________________________________~~

Securities registered pursuant to Section 12(b) of the Act:



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

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒☐

Accelerated Filer

☒

Non-accelerated Filer

☐

~~Non-accelerated Filer~~

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~April 24, 2020~~, ~~49,013,959~~May 3, 2021, 49,666,562 shares of the common stock, $0.01 par value, of the registrant were outstanding.

TABLE OF CONTENTS



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

	Consolidated Statements of Income	3

			Consolidated Statements of Comprehensive Income	4

			Consolidated Balance Sheets	5

			Consolidated Statements of Shareholders' Equity	6

			Consolidated Statements of Cash Flows	78

			Notes to Consolidated Financial Statements	89

Item 2.			~~Management's~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations	3031

Item 3.			Quantitative and Qualitative Disclosures ~~about~~About Market Risk	4148

~~Item 4.~~	~~Controls and Procedures~~	46

~~PART II. OTHER INFORMATION~~

~~Item 1.~~	~~Legal Proceedings~~	47

~~Item 1A.~~	~~Risk Factors~~	47

~~Item 6.~~	~~Exhibits~~	50

~~Signatures~~		51


Item 4. Controls and Procedures			52

PART II—OTHER INFORMATION			53

Item 1. Legal Proceedings			~~Financial Statements (Unaudited)~~ 53

Item 1A. Risk Factors			53

Item 5. Other Information			53

Item 6. Exhibits			55

Signatures			56

Table of contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

TUPPERWARE BRANDS CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	13 weeks ended
(In millions, except per share amounts)	March 27, 2021		March 28, 2020
Net sales	$	460.3	$	375.9
Cost of products sold	137.0		129.7
Gross margin	323.3		246.2

Selling, general and administrative expense	249.4		242.9
Re-engineering charges	3.1		3.9
(Gain) loss on disposal of assets	(8.7)		0.1

Operating income (loss)	79.5		(0.7)

Loss on debt extinguishment	2.1		0
Interest expense	11.8		10.2
Interest income	(0.3)		(0.5)
Other (income) expense, net	(0.2)		(2.1)
Income (loss) before income taxes	66.1		(8.3)

Provision (benefit) for income taxes	20.8		(0.5)
Net income (loss)	$	45.3	$	(7.8)

Basic earnings (loss) per share	$	0.92	$	(0.16)
Diluted earnings (loss) per share	$	0.85	$	(0.16)

Basic weighted-average shares	49.4		48.9
Diluted weighted-average shares	53.4		48.9

13 weeks ended
(In millions, except per share amounts) March 28,
2020 March 30,
2019
Net sales $ 375.9
$ 487.3
Cost of products sold 129.7
161.2
Gross margin 246.2
326.1

Delivery, sales and administrative expense 242.9
262.7
Re-engineering charges 3.9
4.3
Loss on disposal of assets (0.1 ) (0.9 )
Operating income (loss) (0.7 ) 58.2

Interest income 0.5
0.6
Interest expense 10.2
10.2
Other income, net (2.1 ) (3.3 )
Income (Loss) before income taxes (8.3 ) 51.9

Provision (Benefit) for income taxes (0.5 ) 15.0
Net income (loss) $ (7.8 ) $ 36.9

Earnings (Loss) per share:
Basic $ (0.16 ) $ 0.76
Diluted (0.16 ) 0.76

Weighted-average shares outstanding:
Basic 48.9
48.7
Diluted 48.9
48.8

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

Table of contents

TUPPERWARE BRANDS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Net income (loss)	$	45.3	$	(7.8)

Other comprehensive income (loss):
Foreign currency translation adjustments	3.9		(93.6)
Deferred gain (loss) on cash flow hedges, net of tax	0		10.1
Pension and other post-retirement benefit (costs), net of tax	1.4		2.0
Other comprehensive income (loss)	5.3		(81.5)

Total comprehensive income (loss)	$	50.6	$	(89.3)

13 weeks ended
(In millions) March 28,
2020 March 30,
2019
Net income (loss) $ (7.8 ) $ 36.9
Other comprehensive (loss) income:
Foreign currency translation adjustments (93.6 ) 20.7
Deferred gain (loss) on cash flow hedges, net of tax benefit (provision) of $0 and $0.6, respectively 10.1
(1.8 )
Pension and other post-retirement benefit, net of tax provision of $0.8 and $0.1, respectively 2.0
0.1
Other comprehensive income (loss) (81.5 ) 19.0
Total comprehensive income (loss) $ (89.3 ) $ 55.9

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

Table of contents

TUPPERWARE BRANDS CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	As of
(In millions, except share amounts)	March 27, 2021		December 26, 2020
Assets
Cash and cash equivalents	$	154.8	$	139.1
Accounts receivable, net	110.1		114.7
Inventory, net	262.1		236.3
Non-trade accounts receivable, net	37.0		25.9
Prepaid expenses and other current assets	28.4		30.1
Total current assets	592.4		546.1

Deferred tax assets, net	172.4		178.5
Property, plant and equipment, net	194.7		202.5
Operating lease assets	93.4		97.9
Long-term receivables, net	9.3		12.6
Trade names, net	18.8		23.6
Goodwill	54.1		60.4
Other assets, net	91.8		98.3
Total assets	$	1,226.9	$	1,219.9

Liabilities And Shareholders' Equity
Accounts payable	$	110.0	$	135.1
Current debt and finance lease obligations	452.5		424.7
Accrued liabilities	347.5		349.9
Total current liabilities	910.0		909.7

Long-term debt and finance lease obligations	227.5		258.6
Operating lease liabilities	67.5		70.1
Other liabilities	175.2		186.2
Total liabilities	1,380.2		1,424.6

Commitments and contingencies (Note 19)	0		0
Shareholders' equity (deficit):
Preferred stock, $0.01 par value, 200,000,000 shares authorized; none issued	0		0
Common stock, $0.01 par value, 600,000,000 shares authorized; 63,607,090 shares issued	0.6		0.6
Paid-in capital	215.3		215.5
Retained earnings	1,188.8		1,161.6
Treasury stock, 14,030,724 and 14,312,853 shares, respectively, at cost	(877.4)		(896.5)
Accumulated other comprehensive loss	(680.6)		(685.9)
Total shareholders' equity (deficit)	(153.3)		(204.7)

Total liabilities and shareholders' equity	$	1,226.9	$	1,219.9

(In millions, except share amounts) March 28,
2020 December 28,
2019
ASSETS

Cash and cash equivalents $ 174.5
$ 123.2
Accounts receivable, less allowances of $61.3 and $63.6, respectively 97.5
110.7
Inventories 226.0
245.2
Non-trade amounts receivable, net 118.9
39.1
Prepaid expenses and other current assets 20.7
20.3
Total current assets 637.6
538.5
Deferred income tax benefits, net 169.2
186.1
Property, plant and equipment, net 241.6
267.5
Operating lease assets 80.4
84.1
Long-term receivables, less allowances of $10.3 and $13.9, respectively 13.1
15.0
Trademarks and tradenames, net 21.5
24.6
Goodwill 53.6
59.5
Other assets, net 78.2
87.1
Total assets $ 1,295.2
$ 1,262.4
LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable $ 80.4
$ 125.4
Short-term borrowings and current portion of long-term debt and finance lease obligations 389.7
273.2
Accrued liabilities 359.8
290.3
Total current liabilities 829.9
688.9
Long-term debt and finance lease obligations 601.8
602.2
Operating lease liabilities 53.7
56.0
Other liabilities 173.8
192.3
Shareholders' deficit:

Preferred stock, $0.01 par value, 200,000,000 shares authorized; none issued —
—
Common stock, $0.01 par value, 600,000,000 shares authorized; 63,607,090 shares issued 0.6
0.6
Paid-in capital 216.9
215.0
Retained earnings 1,054.7
1,067.3
Treasury stock, 14,597,007 and 14,678,742 shares, respectively, at cost (916.4 ) (921.6 )
Accumulated other comprehensive loss (719.8 ) (638.3 )
Total shareholders' deficit (364.0 ) (277.0 )
Total liabilities and shareholders' deficit $ 1,295.2
$ 1,262.4

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

Table of contents

TUPPERWARE BRANDS CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)


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

Other comprehensive income (loss)	—	—		—	—		—		—		5.3		5.3


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

Common Stock Treasury Stock Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders' Equity (Deficit)
(In millions, except per share amounts) Shares Dollars Shares Dollars
December 28, 2019 63.6 $ 0.6
14.7 $ (921.6 ) $ 215.0
$ 1,067.3
$ (638.3 ) $ (277.0 )
Net loss (7.8 ) (7.8 )
Other comprehensive loss (81.5 ) (81.5 )
Stock and options issued for incentive plans (0.1 ) 5.2
1.9
(4.8 ) 2.3
March 28, 2020 63.6 $ 0.6
14.6 $ (916.4 ) $ 216.9
$ 1,054.7
$ (719.8 ) $ (364.0 )

Common Stock Treasury Stock Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Shareholders' Equity (Deficit)
(In millions, except per share amounts) Shares Dollars Shares Dollars
December 29, 2018 63.6 $ 0.6
15.0 $ (939.8 ) $ 219.3
$ 1,086.8
$ (602.1 ) $ (235.2 )
Net income 36.9
36.9
Cumulative effect of change in accounting principles 12.1
(5.0 ) 7.1
Other comprehensive income 19.0
19.0
Cash dividends declared ($0.27 per share) (12.9 ) (12.9 )
Stock and options issued for incentive plans (0.1 ) 5.0
(2.8 ) (1.1 ) 1.1
March 30, 2019 63.6 $ 0.6
14.9 $ (934.8 ) $ 216.5
$ 1,121.8
$ (588.1 ) $ (184.0 )

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

Table of contents

TUPPERWARE BRANDS CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)


											Accumulated Other Comprehensive (Loss) Income		Total Shareholders' Equity (Deficit)
	Common Stock			Treasury Stock			Paid-In Capital		Retained Earnings
(In millions, except per share amounts)	Shares	Dollars		Shares	Dollars
December 28, 2019	63.6	$	0.6	14.7	$	(921.6)	$	215.0	$	1,067.3	$	(638.3)	$	(277.0)
Net income (loss)	—	—		—	—		—		(7.8)		—		(7.8)

Other comprehensive income (loss)	—	—		—	—		—				(81.5)		(81.5)


Stock and options issued for incentive plans	—	—		(0.1)	5.2		1.9		(4.8)		—		2.3
March 28, 2020	63.6	0.6		14.6	(916.4)		216.9		1,054.7		(719.8)		(364.0)

See accompanying notes to Consolidated Financial Statements.

Table of contents

TUPPERWARE BRANDS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Operating Activities
Net income (loss)	$	45.3	$	(7.8)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	10.7		11.7
Unrealized foreign exchange (gain) loss	0		0.1
Stock-based compensation	1.8		2.2
Amortization of deferred debt issuance costs	1.3		0.4
(Gain) loss on disposal of assets	(8.7)		0
Provision for credit losses	1.0		7.0
Loss on debt extinguishment	2.6		0
Write-down of inventories	2.6		2.9

Net change in deferred taxes	0.9		(14.3)
Net cash impact from hedging activity	(3.1)		(1.9)
Other	(0.7)		(0.3)
Changes in assets and liabilities:
Accounts receivable	(0.7)		(6.5)
Inventories	(38.7)		(10.5)
Non-trade amounts receivable	(11.1)		(3.2)
Prepaid expenses	0.6		(1.2)
Other assets	0.2		(1.2)
Accounts payable and accrued liabilities	(15.5)		(19.2)
Income taxes payable	0.6		(0.3)
Other liabilities	(2.7)		(4.9)
Net cash used in operating activities	(13.6)		(47.0)
Investing Activities
Capital expenditures	(7.4)		(8.2)
Proceeds from disposal of assets	40.4		0.5
Net cash provided by (used in) investing activities	33.0		(7.7)
Financing Activities
Term loan repayment	(34.0)		0

Net increase (decrease) in short-term debt	32.4		121.0
Debt issuance costs payment	(0.3)		(1.7)
Finance lease repayments	(0.3)		(0.3)
Common stock repurchase	(1.4)		0
Proceeds from exercise of stock options	0.5		0


Net cash provided by (used in) financing activities	(3.1)		119.0
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(4.1)		(12.4)
Net change in cash, cash equivalents and restricted cash	12.2		51.9
Cash, cash equivalents and restricted cash at beginning of year	150.5		126.1
Cash, cash equivalents and restricted cash at end of period	$	162.7	$	178.0

13 weeks ended
(In millions) March 28,
2020 March 30,
2019
Operating Activities:
Net income (loss) $ (7.8 ) $ 36.9
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization 11.7
14.1
Unrealized foreign exchange loss 0.1
—
Equity compensation 2.2
1.9
Amortization of deferred debt costs 0.4
0.2
Net loss on disposal of assets, including insurance proceeds —
0.8
Provision for bad debts 7.0
5.0
Write-down of inventories 2.9
2.7
Net change in deferred income taxes (14.3 ) (4.5 )
Changes in assets and liabilities:
Accounts and notes receivable (6.5 ) (25.0 )
Inventories (10.5 ) (11.5 )
Non-trade amounts receivable (3.2 ) (11.5 )
Prepaid expenses (1.2 ) (0.5 )
Other assets (1.2 ) (0.1 )
Accounts payable and accrued liabilities (19.2 ) (32.5 )
Income taxes payable (0.3 ) (14.5 )
Other liabilities (4.9 ) (2.5 )
Net cash impact from hedging activity (1.9 ) 0.8
Other (0.3 ) 0.1
Net cash used in operating activities (47.0 ) (40.1 )
Investing Activities:
Capital expenditures (8.2 ) (12.9 )
Proceeds from disposal of property, plant and equipment 0.5
0.6
Net cash used in investing activities (7.7 ) (12.3 )
Financing Activities:
Dividend payments to shareholders —
(33.9 )
Repurchase of common stock —
(0.7 )
Repayment of finance lease obligations (0.3 ) (0.3 )
Net increase in short-term debt 121.0
84.1
Debt issuance costs (1.7 ) (1.3 )
Net cash provided by financing activities 119.0
47.9
Effect of exchange rate changes on cash, cash equivalents and restricted cash (12.4 ) 3.1
Net change in cash, cash equivalents and restricted cash 51.9
(1.4 )
Cash, cash equivalents and restricted cash at beginning of year 126.1
151.9
Cash, cash equivalents and restricted cash at end of period $ 178.0
$ 150.5

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

Statements.

Table of ~~Contents~~contents

TUPPERWARE BRANDS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


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

Note 1: Summary of Significant Accounting Policies

Basis of ~~Presentation:~~Presentation

The ~~consolidated financial statements~~Consolidated Financial Statements include the accounts of Tupperware Brands Corporation and its subsidiaries, collectively ~~“Tupperware”~~the “Company” or ~~the “Company”~~“Tupperware”, with all intercompany transactions and balances having been eliminated. ~~These consolidated financial statements are~~The Company prepared the unaudited Consolidated Financial Statements in accordance with United States generally accepted accounting principles (“GAAP”) and ~~have been prepared following~~ the rules and regulations of the United States Securities and Exchange Commission and, in the Company's opinion, reflect all adjustments, including normal recurring items that are ~~necessary for a fair statement of~~necessary. Certain prior period amounts in the ~~results for~~consolidated financial statements and accompanying notes have been reclassified to conform to the ~~interim periods.~~current period’s presentation.

Certain information and note disclosures normally included in the ~~balance sheet,~~financial statements ~~of income, comprehensive income, statements of shareholder’s equity and cash flows~~ prepared in conformity with ~~accounting principles generally accepted in the United States of America~~GAAP for complete financial statements have been condensed or omitted as permitted by such rules and regulations. As such, these ~~consolidated financial statements~~Consolidated Financial Statements and related notes should be read in conjunction with the audited ~~2019 consolidated financial statements~~2020 Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December ~~28, 2019.~~26, 2020. Operating results of any interim period presented herein are not necessarily indicative of the results that may be expected for a full fiscal year.

Use of ~~Estimates:~~Estimates

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

~~Liquidity and Impact of COVID-19:~~ ~~The global spread~~For the first quarter ended March 27, 2021, the impact on business activity brought about by the Coronavirus pandemic (“COVID-19”) continues to evolve. As a result, many of the ~~novel coronavirus (COVID-19), which~~Company's estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company's estimates may change materially in future periods.

COVID-19

Since early 2020, the Company has ~~been declared by~~followed guidance from the Centers for Disease Control and Prevention (CDC) and the World Health Organization ~~to be~~(WHO) on actions required by individuals and businesses following the declaration of COVID-19 as a ~~“pandemic,”~~pandemic. Since 2020 the pandemic has ~~spread to many countries and is impacting~~impacted worldwide economic ~~activity. Many~~activity and many governments have implemented policies intended to stop or slow the further spread of the ~~disease,~~disease. These policies, such as shelter-in-place orders, remained in place for a significant period of time, resulting in the temporary closure of schools and non-essential ~~businesses,~~businesses. Products are primarily sold directly to independent distributors, directors, managers and ~~these measures may remain in place for a significant period of time. During~~dealers (the “Sales Force”) throughout the ~~first quarter of 2020, the impact of COVID-19 on~~world. The Company responded by taking actions to keep employees protected, support the Company’s global Sales Force and communities, and maintain business ~~was most pronounced~~continuity. Actions taken to date include:

•Monitoring of local and state governments and public health institution recommendations in ~~Europe and Asia Pacific~~the markets where the Company ~~experienced partial or country-wide lockdowns~~operates.

•Revision in real-time of ~~operations~~corporate policies and procedures to keep the Company's employees safe around the world.

•Enacting travel bans consistent with emerging needs and regulation.

•Provisioning all required personal protective equipment in ~~various markets, including China, France, Italy,~~manufacturing locations that continued to operate during the pandemic.

•Conducting regular temperature checks for employees and providing additional medical leave and medical assistance as needed.

•Enacting special cleaning and immediate response procedures for office and plant employees.

•Accelerating access to, and training and implementation of, digital platforms for Sales Force to enable customers to continue to acquire products while enhancing the ~~Philippines. The first quarter impact~~customer's digital experience.

•Activating a global business continuity committee with representatives from key business functions from all over the world, with a task to guide the Company's global organization through the pandemic with a dual focus on business continuity and health and safety.

•Enabling work from home arrangements and support for associates with virtual tools and equipment as required.

Table of COVID-19 largely affected March revenues, financial results and liquidity, specifically in the second half of the month. While the duration and severity of this pandemic is uncertain, the Company currently expects that its results of operations in the second quarter of 2020 will have the most significant impact of the effects of COVID-19, and that subsequent periods will also be negatively impacted. 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, and how quickly and to what extent normal economic and operating conditions can resume. contents

A top priority for the Company as it ~~navigates through~~continues to navigate the impacts of the global COVID-19 pandemic is the safety of its employees and their families, ~~sales force~~Sales Force and consumers, and to mitigate the impact of the pandemic on its operations and financial results. The Company will continue to proactively respond to the situation and may take further actions that alter the Company’s business operations as may be required by governmental authorities, or that the Company determines are in the best interests of its employees, ~~sales force~~Sales Force and consumers. In order to ensure continued safety and protect the health of the employees, and to comply with applicable government directives, the Company has modified its business practices to allow its employees to work remotely, ~~from home wherever possible,~~ incorporate virtual meetings and restrict all non-essential employee ~~travel.~~

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~The Company has taken, and plans to continue to take, certain measures, to enhance its liquidity position and provide additional financial flexibility, including in response to~~travel until further notice. While global vaccination efforts are underway, the continued impact of COVID-19, including ~~reductions~~any increases in ~~discretionary spending, revisiting investment strategies,~~infection rates and renewed governmental action to slow the ~~potential sale~~spread of ~~land,~~COVID-19, like those that have occurred throughout Western Europe and ~~reducing payroll costs, including through organizational redesign, employee furloughs~~Latin America in the first quarter of 2021, cannot be estimated.

New Accounting Pronouncements

Standards Recently Adopted

In August 2018, the FASB issued ASU 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans”, an amendment to existing guidance on disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. Under the amendment, the entity is required to disclose the weighted-average interest crediting rates used, reasons for significant gains and ~~permanent reductions~~losses affecting the benefit obligation and an explanation of any other significant changes in ~~employee headcount. As of March 28, 2020,~~ the ~~Company~~benefit obligation or plan assets. The amendment also removed certain required disclosures that no longer are considered cost beneficial. This guidance is ~~in compliance with its financial covenants under its Credit Agreement.~~effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company ~~currently forecasts that it will be in compliance with its financial covenants for~~adopted this guidance at ~~least one year from the issuance of these interim financial statements, after taking into consideration the measures noted above. If the impact of COVID-19 is more severe than currently forecasted~~ ~~this may impact the Company’s compliance with its financial covenantswhich could have a material adverse effect on the Company.~~ ~~See Note 10 to the Consolidated Financial Statements~~ ~~for further discussion of the impact of an Event of Default.~~

~~Additionally, during~~ the beginning of the ~~second~~first quarter of ~~2020,~~2021 and the adoption did not have any material impact on its Consolidated Financial Statements.

Standards Not Yet Adopted

In March ~~30,~~ 2020, the ~~Company drew $225.0 million~~FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of ~~revolving loans under its Credit Agreement, $175.0 million~~the Effects of ~~which was drawn as~~Reference Rate Reform on Financial Reporting”, an optional guidance for a ~~proactive measure given~~limited period of time to ease the ~~uncertain environment resulting~~transition from the ~~COVID-19 pandemic~~London interbank offered rate (“LIBOR”) to an alternative reference rate. The ASU intends to address certain concerns relating to accounting for contract modifications and hedge accounting. These optional expedients and exceptions to ~~provide~~applying GAAP, assuming certain criteria are met, are allowed through December 31, 2022. The amendments should be applied on a prospective basis. The Company continues to evaluate the ~~Company with further financial flexibility. See Note 10 to~~impact of the potential adoption of this amendment on its Consolidated Financial ~~Statements for further discussion of our debt and borrowing capacity.~~ Statements.


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

Note 2: Shipping and Handling Costs

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

Distribution costs ~~included in DS&A were $29.1 million and $32.8 million for the first quarters~~were:


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Distribution costs	$	43.4	$	29.1

Table of ~~2020 and 2019, respectively.~~contents


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

Note 3: Promotional Costs

The Company frequently makes promotional offers to members of its independent ~~sales force~~Sales Force to encourage them to fulfill specific goals or targets for other activities. These activities are ancillary to the ~~Company's~~Company’s business, but considered separate and distinct services from sales, which are measured by defined group/team sales levels, party attendance, addition of new ~~sales force~~Sales Force members, or other business-critical functions. The awards offered are in the form of product awards, special prizes, or trips.

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

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

The Company accrues for the costs of these awards during the period over which the ~~sales force~~Sales Force qualifies for the award and reports these costs primarily as a component of ~~DS&A~~selling, general and administrative expense. These accruals require estimates as to the cost of the awards, based upon estimates of achievement and actual cost to be incurred. During the qualification period, actual results are monitored and changes to the original estimates are made when known. ~~Promotional and other sales force compensation expenses included in DS&A expense totaled $58.5 million and $78.6 million for the first quarters of 2020 and 2019, respectively.~~


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

(In millions) March 28,
2020 December 28,
2019
Finished goods $ 178.4
$ 197.1
Work in process 22.3
22.4
Raw materials and supplies 25.3
25.7
Total inventories $ 226.0
$ 245.2

Promotional costs were:


~~Note 5:~~	~~Net Income (Loss) Per Common Share~~

~~Basic per share information~~


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Promotional costs	$	67.4	$	58.5

Note 4: Incentive Compensation Plans

Stock Options

Stock option activity for 2021, under all of the Company's incentive plans, is ~~calculated by dividing net income by~~summarized in 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.following table:


	Stock Options	Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (in millions)
Outstanding at December 26, 2020	4,074,398	$	43.74

Expired / Forfeited	(183,746)	52.08
Exercised	(13,702)	37.16
Outstanding at March 27, 2021	3,876,950	$	43.37	$	22.4

Exercisable at March 27, 2021	2,803,062	$	57.67	$	0

Table of ~~Contents~~contents

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

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

13 weeks ended
(In millions, except per share amounts) March 28,
2020 March 30,
2019
Net income (loss) $ (7.8 ) $ 36.9
Weighted-average shares of common stock outstanding 48.9
48.7
Common equivalent shares:
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance share units —
0.1
Weighted-average common and common equivalent shares outstanding 48.9
48.8
Basic earnings per share $ (0.16 ) $ 0.76
Diluted earnings per share $ (0.16 ) $ 0.76
Shares excluded from the determination of potential common stock because inclusion would have been anti-dilutive 4.2
3.9

The Company also has time-vested, performance-vested and market-vested share awards. The activity for such awards in 2021 is summarized in the following table:


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

(In millions, net of tax) Foreign Currency Items Cash Flow Hedges Pension and Other Post-retirement Items Total
Balance at December 28, 2019 $ (600.2 ) $ (2.4 ) $ (35.7 ) $ (638.3 )
Other comprehensive income (loss) before reclassifications (93.6 ) 10.5
1.7
(81.4 )
Amounts reclassified from accumulated other comprehensive income (loss) —
(0.4 ) 0.3
(0.1 )
Net current-period other comprehensive income (loss) (93.6 ) 10.1
2.0
(81.5 )
Balance at March 28, 2020 $ (693.8 ) $ 7.7
$ (33.7 ) $ (719.8 )


	Shares outstanding	Weighted average grant date fair value
Outstanding at December 26, 2020	4,954,342	$	3.60
Time-vested shares granted	334,936	25.05

Performance shares granted	284,180	24.98

Vested	(316,510)	5.90
Forfeited	(99,423)	16.02
Outstanding at March 27, 2021	5,157,525	$	5.79

(In millions, net of tax) Foreign Currency Items Cash Flow Hedges Pension and Other Post-retirement Items Total
Balance at December 29, 2018 $ (579.1 ) $ 1.7
$ (24.7 ) $ (602.1 )
Cumulative effect of change in accounting principle (3.8 ) (1.2 ) —
(5.0 )
Other comprehensive income (loss) before reclassifications 20.7
(2.1 ) 0.2
18.8
Amounts reclassified from accumulated other comprehensive loss —
0.3
(0.1 ) 0.2
Net current-period other comprehensive income (loss) 20.7
(1.8 ) 0.1
19.0
Balance at March 30, 2019 $ (562.2 ) $ (1.3 ) $ (24.6 ) $ (588.1 )

~~Pretax amounts reclassified from accumulated other comprehensive loss that related to cash flow hedges consisted of net gain of $0.5 million and a loss of $0.5 million~~Stock-based compensation expense in the first quarters of 2021 and 2020, respectively, was:


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Stock options	$	0.1	$	0.3
Time, performance and market vested share awards	$	1.7	$	1.9

Unrecognized stock-based compensation expense and ~~2019, respectively. Associated with these items~~the weighted average years to recognize the unrecognized stock-based compensation was ~~a tax provision of $0.1 million and a benefit of $0.2 million, respectively. See Note 11 for further discussion of derivatives.~~as follows:

For the first quarters of 2020 and 2019, pretax amounts reclassified from accumulated other comprehensive loss related to pension and other post-retirement items consisted of prior service benefits of $0.1 million and $0.3 million, and in 2020, an actuarial loss of $0.5 million. Associated with these items was a tax benefit of $0.1 million and a provision of $0.2 million in 2020 and 2019, respectively. See Note 13 to the Consolidated Financial Statements for further discussion of pension and other post-retirement benefit costs.

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


~~Note 7:~~	~~Re-engineering Costs~~As of
(In millions)	March 27, 2021
Unrecognized stock-based compensation expense	$	27.6
Weighted average years to recognize the unrecognized stock-based compensation	2.6 years

~~The~~

Under the Company's stock incentive programs, in certain jurisdictions, employees are allowed to use shares retained by the Company ~~recorded $3.9 million~~to satisfy minimum statutorily required withholding taxes.

Shares retained to fund withholding taxes and ~~$4.3 million in re-engineering~~the value of shares retained to fund withholding taxes was as follows:


	13 weeks ended
(In millions, except share amounts)	March 27, 2021		March 28, 2020
Shares retained to fund withholding taxes	44,999		1,127
Value of shares retained to fund withholding taxes	$	1.4	$	0

Table of contents

Note 5: Re-engineering Charges

Re-engineering charges ~~during the first quarters of 2020 and 2019, respectively. These re-engineering costs were~~are mainly related to the transformation program, which was announced in January 2019 and re-assessed in December 2019 (collectively the ~~"Turnaround Plan") and the July 2017 revitalization program ("2017 program"~~“Turnaround Plan”). The ~~Company continually reviews its~~key elements of the Turnaround Plan include: increasing the Company's right-sizing plans to improve profitability, accelerating the divestiture of non-core assets to strengthen the balance sheet, restructuring the Company’s debt to enhance liquidity, and structurally fixing the Company’s core business ~~models and operating methods for opportunities~~ to ~~increase efficiencies and/or align costs with~~create a more sustainable business ~~performance.~~

~~In relation to the turnaround plan, the Company incurred $3.3 million and $1.2 million of~~model. The Turnaround Plan charges ~~in the first quarters of 2020 and 2019, respectively,~~ primarily related to severance costs and outside consulting ~~services, project team expenses, and distributor support.~~

~~The~~services. Other re-engineering charges are primarily related to ~~the turnaround plan by segment during the first quarters of 2020 and 2019 were as follows:~~facility costs.

13 weeks ended
(In millions) March 28, 2020 March 30, 2019
Europe $ —
$ 1.2
Asia Pacific 0.4
—
South America 0.2
—
Corporate 2.7
—
Total re-engineering charges $ 3.3
$ 1.2
Re-engineering charges were:


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Turnaround plan	$	1.6	$	3.3
Other	1.5		0.6

Total re-engineering charges	$	3.1	$	3.9

Turnaround Plan

Turnaround Plan charges were:


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Asia Pacific	$	0.1	$	0.4
Europe	0.8		0
North America	0.4		0
South America	0.3		0.2
Corporate	0		2.7
Total turnaround plan charges	$	1.6	$	3.3

The ~~balances~~balance included in accrued liabilities related to ~~re-engineering charges for~~ the ~~turnaround plan as of March 28, 2020 and December 28, 2019 were as follows:~~Turnaround Plan was:

(In millions) March 28,
2020 December 28,
2019
Beginning of the year balance $ 12.9
$ —
Provision 3.3
26.4
Adjustments and other charges 1.7
(1.7 )
Cash expenditures:
Severance (2.9 ) (0.9 )
Other (1.0 ) (10.9 )
Currency translation adjustment 0.2
—
End of period balance $ 14.2
$ 12.9

~~In relation to the 2017 program, the Company incurred $0.6 million and $3.1 million of charges in the first quarters of 2020 and 2019, respectively.~~


	As of
(In millions)	March 27, 2021		December 26, 2020
Beginning balance	$	18.7	$	12.9
Provision	1.6		33.0
Adjustments and other charges	(0.2)		2.7
Currency translation adjustment	(0.1)		0
Cash expenditures:
Severance	(2.1)		(28.5)
Other	(1.7)		(1.4)

Ending balance	$	16.2	$	18.7

~~The re-engineering charges related to the 2017 program by segment during the first quarters of 2020 and 2019 were as follows:~~

Table of ~~Contents~~contents

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Other

13 weeks ended
(In millions) March 28, 2020 March 30, 2019
Europe $ 0.3
$ 1.3
Asia Pacific —
0.9
North America 0.3
0.5
South America —
0.4
Total re-engineering charges $ 0.6
$ 3.1
Other charges were:


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020

Europe	$	0.3	$	0.3
North America	1.2		0.3


Total other charges	$	1.5	$	0.6

The ~~balances~~balance included in accrued liabilities related to ~~re-engineering~~other charges ~~for the 2017 program as of March 28, 2020 and December 28, 2019 were as follows:~~was:


								As of
(In millions)	March 28, 2020			December 28, 2019			(In millions)	March 27, 2021		December 26, 2020
Beginning of the year balance	$	3.1		$	23.3
Beginning balance							Beginning balance	$	0	$	3.1
Provision	0.6			4.5			Provision	1.5		3.1
Adjustments and other charges	(0.9		)	(0.3		)	Adjustments and other charges	0		(1.9)

Cash expenditures:							Cash expenditures:
Severance	(1.3		)	(20.3		)	Severance	0		(1.8)
Other	(0.4		)	(3.6		)	Other	(1.2)		(2.5)
Currency translation adjustment	—			(0.5		)
End of period balance	$	1.1		$	3.1
Ending balance							Ending balance	$	0.3	$	0

Note 6: Income Taxes

The ~~accrual balance as of March 28, 2020, related primarily to payments to be made during 2020.~~effective tax rate was:


~~Note 8:~~	~~Leases~~


	13 weeks ended
	March 27, 2021		March 28, 2020
Effective tax rate	31.5	%	6.0	%

The ~~Company leases certain equipment, vehicles, office space, and manufacturing and distribution facilities, and recognizes the associated lease expense on a straight-line basis over the lease term.~~

Some leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years, or more. The exercise of lease renewal options is at the Company's discretion and renewal options that are reasonably certain to be exercised have been includedchange in the ~~lease term. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.~~

Certain lease agreements held by the Company include rental payments adjusted periodically for inflation. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

~~The components of lease expense~~effective tax rate in the first quarters of 2021 and 2020, respectively, was primarily due to:

•an increase in profitability for the first quarter ended March 27, 2021 as compared to the same period last year, due to the Company’s turnaround efforts

•a favorable jurisdictional mix of earnings

•partially offset by losses in the United States that currently have no tax benefit, and ~~2019~~an unfavorable adjustment related to a continued limitation of interest expense deductions requiring a valuation allowance

Uncertain tax positions and related interest and penalties were:


	As of
(In millions)	March 27, 2021		December 26, 2020
Accrual for uncertain tax positions	$	15.3	$	15.3
Uncertain tax positions impacting effective tax rate if recognized	$	10.6	$	10.6
Interest and penalties related to uncertain tax positions	$	0.4	$	3.9

Table of contents

In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. The Company is currently under examination or contesting proposed adjustments by various state and international tax authorities for fiscal years ranging from 2004 through 2020. It is reasonably possible that there could be a significant decrease or increase to the unrecognized tax benefit balance during the course of the next twelve months as these examinations continue, other tax examinations commence or various statutes of limitations expire. While the Company does not currently expect material changes, it is possible that the amount of unrecognized benefit with respect to the uncertain tax positions will significantly increase or decrease related to audits in various foreign jurisdictions that may conclude during that period or new developments that could also, in turn, impact the Company's assessment relative to the establishment of valuation allowances against certain existing deferred tax assets. An estimate of the range of possible changes cannot be made for remaining unrecognized tax benefits because of the significant number of jurisdictions in which the Company does business and the number of open tax periods.

Note 7: Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing net income (loss) by the basic weighted-average shares. Diluted earnings (loss) per share is calculated by also considering the impact of dilutive securities such as stock options, restricted shares, restricted stock units and performance share units on both net income (loss) and the basic weighted-average shares.

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


	13 weeks ended
(In millions, except per share amounts)	March 27, 2021		March 28, 2020
Net income (loss)	$	45.3	$	(7.8)

Basic weighted-average shares	49.4		48.9

Effect of dilutive securities	4.0		0
Diluted weighted-average shares	53.4		48.9

Basic earnings (loss) per share	$	0.92	$	(0.16)
Diluted earnings (loss) per share	$	0.85	$	(0.16)

Excluded anti-dilutive shares	2.9		4.2

13 weeks ended
(In millions) March 28, 2020 March 30, 2019
Operating lease cost ^{(a) (c)}
$ 11.8
$ 13.0
Finance lease cost
Amortization of right-of-use assets^(a)
0.2
0.2
Interest on lease liabilities^(b)
—
0.1
Total finance lease cost $ 0.2
$ 0.3

~~____________________~~Table of contents

Note 8: Accumulated Other Comprehensive Income (Loss)

The change in accumulated other comprehensive loss was as follows:


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


Other comprehensive income (loss) before reclassifications	3.9		0		1.0		4.9
Amounts reclassified from accumulated other comprehensive income (loss)	0		0		0.4		0.4
Other comprehensive income (loss)	3.9		0		1.4		5.3

Balance at March 27, 2021	$	(644.5)	$	0.2	$	(36.3)	$	(680.6)


(In millions, net of tax)	Foreign Currency Items		Cash Flow Hedges		Pension and Other Post-retirement Items		Total
Balance at December 28, 2019	$	(600.2)	$	(2.4)	$	(35.7)	$	(638.3)


Other comprehensive income (loss) before reclassifications	(93.6)		10.5		1.7		(81.4)
Amounts reclassified from accumulated other comprehensive income (loss)	0		(0.4)		0.3		(0.1)
Other comprehensive income (loss)	(93.6)		10.1		2.0		(81.5)

Balance at March 28, 2020	$	(693.8)	$	7.7	$	(33.7)	$	(719.8)

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



	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Cash flow hedges (gain) losses	$	0	$	(0.5)
Tax (benefit) provision	0		0.1
Amounts reclassified from accumulated other comprehensive income (loss) for cash flow hedges	$	0	$	(0.4)

Amounts reclassified from accumulated other comprehensive loss related to pension and other post-retirement items consisted of:



	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Prior service (benefit) costs	$	(0.1)	$	(0.1)

Actuarial (gains) losses	0.6		0.5
Tax (benefit) provision	(0.1)		(0.1)
Amounts reclassified from accumulated other comprehensive income (loss) related to pension and other post-retirement items	$	0.4	$	0.3

Table of contents

Note 9: Cash, Cash equivalents and Restricted Cash

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include time deposits, certificates of deposit, or similar instruments. Any funds that the Company is legally restricted to withdraw, including compensating balances, are classified as restricted cash. Restricted cash is recorded in prepaid expenses and other current assets and in the other assets, net line items in the Consolidated Balance Sheet. A reconciliation of the Company’s cash and cash equivalents in the Consolidated Balance Sheets to cash, cash equivalents, and restricted cash at end of period in the Consolidated Statements of Cash Flows is as follows:


	As of
(In millions)	March 27, 2021		December 26, 2020
Cash and cash equivalents	$	154.8	$	139.1
Restricted cash	7.9		11.4
Cash, cash equivalents and restricted cash at end of period	$	162.7	$	150.5

Note 10: Accounts Receivable

The accounts receivable and allowance for credit losses balance was:


	As of
(In millions)	March 27, 2021		December 26, 2020
Accounts receivable	$	143.8	$	151.9
Allowance for credit losses	(33.7)		(37.2)
Accounts receivable, net	$	110.1	$	114.7

Note 11: Inventories

Inventories balance net of any inventory allowance was:


	As of
(In millions)	March 27, 2021		December 26, 2020
Finished goods	$	197.4	$	176.4
Work in process	29.4		27.6
Raw materials and supplies	35.3		32.3
Inventories	$	262.1	$	236.3

Table of contents

Note 12: Long-Term Receivables

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


	As of
(In millions)	March 27, 2021		December 26, 2020
Long-term receivables, gross	$	38.5	$	39.3

Beginning balance	$	(26.7)	$	(13.9)
Write-offs	0		3.7
Recoveries	0.1		0.6
Provision (a)	(3.4)		(14.8)
Currency translation adjustment	0.8		(2.3)
Allowance for long-term receivables	$	(29.2)	$	(26.7)

Long-term receivables net	$	9.3	$	12.6

____________________

(a)Provision includes $2.5 million and $8.3 million of reclassifications from current receivables as of March 27, 2021 and December 26, 2020, respectively.

Majority of long-term receivables from both active and inactive customers that are past due were reserved through the Company's allowance for credit losses. Long-term receivables that were past due were:


	As of
(In millions)	March 27, 2021		December 26, 2020
Long-term receivables past due	$	30.9	$	30.9

Note 13: Assets Held for Sale

On October 29, 2020, the Company entered into a definitive agreement for the sale of its Avroy Shlain beauty business in South Africa. The Company sold the Avroy Shlain beauty business for net cash of $30.5 million in February 2021. The Company recognized a gain of $1.0 million which is recorded in the gain (loss) on disposal of assets line item in the Consolidated Statements of Income. Avroy Shlain results are reported under the Europe segment.

Table of contents

Note 14: Derivative Financial Instruments and Hedging Activities

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

Fair Value Hedges

Fair value hedges are entered into with financial instruments such as forward contracts, with the objective of limiting exposure to certain foreign exchange risks primarily associated with accounts payable and non-permanent intercompany transactions. For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in current earnings. The change in fair value of hedged items results in adjustments to their carrying amounts. In assessing hedge effectiveness, as of the beginning of 2019, the Company made the accounting policy election in accordance with ASU 2017-12 to exclude forward points and record their impact in the same income statement line item that is used to present the earnings effect of the hedged item for 2019, other (income) expense, net. Prior to 2019, the forward points had been included as a component of interest expense. Pretax income on forward points was as follows:


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Forward points gain (loss) on fair value hedges	$	1.0	$	5.0

Cash Flow Hedges

The Company also uses derivative financial instruments to hedge foreign currency exposures resulting from certain forecasted purchases and classifies these as cash flow hedges. The majority of cash flow hedge contracts that the Company enters into relate to inventory purchases. At initiation, the Company’s cash flow hedge contracts are generally for periods ranging from one month to fifteen months. The portion of the gain or loss included in the assessment of hedge effectiveness is recorded in other comprehensive income (loss) and is reclassified into earnings through the same line item as the transaction being hedged at the time the hedged transaction impacts earnings. As such, the balance at the end of the current reporting period in other comprehensive income (loss), related to cash flow hedges, will generally be reclassified within the next twelve months. The associated asset or liability on the open hedges is recorded in other current assets or accrued liabilities, as applicable. In assessing hedge effectiveness, the Company made an accounting policy change as of the beginning of 2019 to include forward points in the assessment of effectiveness for cash flow hedges causing the impact from forward points to be recorded as part of other comprehensive income (loss) compared to interest expense as it previously had been recorded. Manufacturing variances that will be capitalized and amortized over actual months of inventory turns related to the forward point impact from the settlement of cash flow hedges were:


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Forward points gain (loss) recorded in other comprehensive income	$	0	$	0.3
Forward points gain (loss) from settlement of cash flow hedges	$	0	$	3.3
Fair value gain (loss) recorded in other comprehensive income	$	0.2	$	7.7
Gain (loss) recorded in accumulated other comprehensive income	$	0	$	10.1

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Net Investment Hedges

The Company uses derivative financial instruments, such as forward contracts and certain Euro denominated borrowings under its Credit Agreement, to hedge a portion of its net equity investment in international operations and designates these as net investment hedges. Changes in the value of these financial instruments are included in foreign currency translation adjustments within accumulated other comprehensive loss. Due to the permanent nature of the investments, the Company does not anticipate reclassifying any portion of these amounts to the income statement in the next twelve months. In assessing hedge effectiveness, the Company made an accounting policy change as of the beginning of 2019 to include forward points in the assessment of effectiveness for net investment hedges causing the impact from forward points to be recorded as part of other comprehensive income (loss) compared to interest expense as it previously had been recorded. Changes in fair value, net of tax, recorded in other comprehensive income (loss) and the pretax income on forward points was as follows:


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Fair value gain (loss) recorded in other comprehensive income	$	4.1	$	56.2
Forward points gain (loss) recorded in other comprehensive income	$	(2.3)	$	(6.3)

Notional Value

The Company considers the total notional value of its forward contracts as the best measure of the volume of derivative transactions. The notional value of forward contracts to purchase and sell curries was:


	As of
(In millions)	March 27, 2021		December 26, 2020
Notional value of forward contracts to purchase currencies	$	66.8	$	125.2
Notional value of forward contracts to sell currencies	$	67.0	$	125.3

The notional value of largest outstanding positions to purchase and sell currencies was:


	As of
(In millions)	March 27, 2021
Purchase South Korean Won	$	11.5
Purchase Swiss Franc	$	18.7
Sell United States Dollars	$	43.1
Sell Philippine Peso	$	6.8

^(a)	~~Included in DS&A and cost~~As of ~~products sold.~~
(In millions)	December 26, 2020
Purchase South Korean Won	$	35.4
Purchase Swiss Franc	$	23.3
Sell United States Dollars	$	79.9
Sell Euros	$	16.8

Fair Value Measurement

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

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		As of
Derivatives designated as hedging instruments (in millions)	Balance sheet location	March 27, 2021		December 26, 2020
Derivative assets:
Foreign exchange contracts	Non-trade amounts receivable, net	$	3.4	$	4.3

Derivative liabilities:
Foreign exchange contracts	Accrued liabilities	$	(3.6)	$	(4.4)

The following table summarizes the impact on the results of operations for the first quarters of 2021 and 2020 for the components included in the hedge effectiveness assessment of the Company's fair value hedging positions:

Derivatives designated as fair value hedges

(in millions)

Location of gain (loss) recognized in income on derivatives

Amount of gain (loss) recognized in income on derivatives

Location of gain (loss) recognized in income on
related hedged items

Amount of gain (loss) recognized in income on related hedged items

13 weeks ended

March 27,
2021

March 28,
2020

March 27,
2021

March 28,
2020

Foreign exchange contracts

Other (income) expense, net

(7.2)

(75.3)

Other (income) expense, net

$8.8

$75.3

The following table summarizes the impact of Company's hedging activities on comprehensive income:


Derivatives designated as cash flow and net equity hedges (in millions)	Amount of gain (loss) recognized in other comprehensive income on derivatives				Location of (loss) or gain reclassified from accumulated other comprehensive income into income	Amount of gain (loss) reclassified from accumulated other comprehensive income into income
	13 weeks ended					13 weeks ended
	March 27, 2021		March 28, 2020			March 27, 2021		March 28, 2020
Cash flow hedges:
Foreign exchange contracts	$	0	$	10.6	Cost of products sold	$	0	$	0.5

Net investment hedges:
Foreign exchange contracts	3.0		70.7
Euro denominated debt	2.3		1.8

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


	As of
(In millions)	March 27, 2021		December 26, 2020
Net derivative asset (liability)	$	(0.2)	$	(0.1)

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Note 15: Deferred Revenue

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


	As of
(In millions)	March 27, 2021		December 26, 2020
Deferred revenue	$	20.9	$	14.1

Note 16: Debt

The debt portfolio consisted of:


	As of
(In millions)	March 27, 2021		December 26, 2020
Term loan	$	241.0	$	275.0
Credit agreement	451.1		423.3
Finance leases (a)	2.9		3.3

Unamortized debt issuance costs	(15.0)		(18.3)
Total debt	$	680.0	$	683.3

Current debt and finance lease obligations	$	452.5	$	424.7
Long-term debt and finance lease obligations	227.5		258.6
Total debt	$	680.0	$	683.3

____________________

(a)See Note 17: Leases for further details.

Term Loan

On December 3, 2020 (the “Closing Date”), Angelo, Gordon & Co., L.P. and JPMorgan Chase Bank, N.A. (the “Lenders”) and Alter Domus (US) LLC, as administrative agent and collateral agent, entered into the following term loan credit facilities with the Company and its affiliates:

•a secured term loan facility in an aggregate principal amount of $200.0 million with the Company as borrower (the “Parent Term Loan”); and

•a secured term loan facility in an aggregate principal amount of $75.0 million with Dart Industries, Inc. as borrower and the Company as borrower (the “Dart Term Loan” and, together with the Parent Term Loan, the “Term Loan”).

The Company used the aggregate borrowings of $275.0 million from the Term Loan and cash on hand to retire outstanding Senior Notes (as defined below). The Term Loan has an original issue discount and commitment fee of 4.5% or $12.4 million which has been recorded as a contra liability to the carrying value of the Term Loan and is included in the unamortized debt issuance costs balance noted above. The original issue discount and related debt issuance costs will be amortized over the term of the Term Loan. The Term Loan matures on December 3, 2023. The Company has prepayment options, as well as mandatory prepayments at the option of the Lenders. The prepayments have premium protections depending on the timing of the prepayment and the source of cash used for prepayment.

Interest is payable quarterly in arrears and on maturity. The Company has the option, to pay interest equal to either:

•the aggregate borrowing rate (“ABR”), determined by reference to the highest of:

a.the “United States Prime Lending Rate” published by The Wall Street Journal,

b.the federal funds effective rate from time to time plus 0.50% per annum, and

c.the one-month Eurodollar Rate, plus 1.00% per annum, which shall, regardless of rate used, be no less than 2.0% per annum, or

•a Eurodollar Rate for a specified period appearing on Reuters Screen LIBOR01 Page, which shall be no less than 1.00% per annum, in each case, plus an applicable margin.

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The applicable margin is initially 7.75% per annum for ABR borrowings and 8.75% per annum for Eurodollar Rate borrowings, and in each case, from and after the delivery of the applicable financial statements for the first full fiscal quarter following the Closing Date, the applicable margin shall then be:

•for ABR borrowings, either:

a.7.75% per annum, if the consolidated leverage ratio is greater than 2.75 to 1.00 or

b.7.25% per annum, if the consolidated leverage ratio is less than or equal to 2.75 to 1.00 and

•for Eurodollar Rate borrowings, either:

a.8.75% per annum, if the consolidated leverage ratio is greater than 2.75 to 1.00 or

b.8.25% per annum, if the consolidated leverage ratio is less than or equal to 2.75 to 1.00.

The Parent Term Loan is fully and unconditionally guaranteed on a joint and several basis by all of the Company’s existing and future domestic subsidiaries that provide a guaranty under the Company’s Second Amended and Restated Credit Agreement, dated as of March 29, 2019 (as amended on August 28, 2019 and on February 28, 2020, the “Existing Revolving Credit Agreement”) among, inter alia, the Company, the other borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Dart Term Loan is fully and unconditionally guaranteed on a joint and several basis by the Company and certain of the Company’s existing and future domestic and foreign subsidiaries. The Term Loan includes a financial covenant as well as customary affirmative and negative covenants, including, among other things, as to compliance with laws, delivery of quarterly and annual financial statements, restrictions on the incurrence of liens, indebtedness, asset dispositions, fundamental changes, restricted payments and other customary covenants. The Term Loan includes events of default relating to customary matters (and customary notice and cure periods), including, among other things, nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross-payment default and cross acceleration with respect to material indebtedness; bankruptcy; material judgments; and certain ERISA events.

On February 28, 2021 the Company made a payment of $34.0 million which reduced the Term Loan balance to $241.0 million as of March 27, 2021 from $275.0 million as of December 26, 2020. The Company expensed unamortized deferred debt issuance costs related to this prepayment in the loss on debt extinguishment line item. The loss on debt extinguishment was calculated as follows:


	As of
(In millions)	March 27, 2021
Term loan retirement amount	$	34.0
Less: Cash paid	34.0
Less: Costs incurred	2.1
Loss on debt extinguishment (pre-tax)	$	(2.1)

^(b)Earnings (loss) per share from loss on debt extinguishment	~~Included in interest expense.~~$

~~Table of Contents~~

(0.04)

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


^(c)	~~Includes immaterial amounts related to short-term rent expense and variable rent expense.~~

~~Supplemental cash flow information related to leases is as follows:~~

13 weeks ended
(In millions) March 28, 2020 March 30, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ (11.7 ) $ (12.6 )
Operating cash flows from finance leases —
(0.1 )
Financing cash flows from finance leases (0.3 ) (0.3 )
Leased assets obtained in exchange for new operating lease liabilities $ 7.5
$ 7.7

~~Supplemental balance sheet information related to leases is as follows:~~

(In millions, except lease term and discount rate) March 28, 2020 December 28, 2019
Operating Leases
Operating lease right-of-use assets $ 80.4
$ 84.1

Accrued liabilities $ 27.8
$ 29.2
Operating lease liabilities 53.7
56.0
Total Operating lease liabilities $ 81.5
$ 85.2

Finance Leases
Property, plant and equipment, at cost $ 17.5
$ 17.9
Accumulated amortization (10.3 ) (10.3 )
Property, plant and equipment, net $ 7.2
$ 7.6

Current portion of finance lease obligations $ 1.3
$ 1.3
Long-term finance lease obligations 2.0
2.3
Total Finance lease liabilities $ 3.3
$ 3.6

Weighted Average Remaining Lease Term
Operating Leases 4.3 years
4.5 years
Finance Leases 2.4 years
2.8 years
Weighted Average Discount Rate^(a)

Operating Leases 4.9 % 5.2 %
Finance Leases 5.1 % 5.1 %

~~_________________________~~Credit Agreement

^(a)~~Calculated using Company's incremental borrowing rate.~~

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Maturities of lease liabilities as of March 28, 2020 and December 28, 2019 were as follows:~~

March 28, 2020 December 28, 2019
(In millions) Operating Leases Finance Leases Operating Leases Finance Leases
2020 $ 24.5
$ 1.1
$ 32.8
$ 1.4
2021 24.0
1.4
22.6
1.4
2022 14.0
1.0
13.0
1.0
2023 8.6
—
7.5
—
2024 5.8
—
5.6
—
Thereafter 12.8
—
13.0
—
Total lease payments $ 89.7
$ 3.5
$ 94.5
$ 3.8
Less imputed interest 8.2
0.2
9.3
0.2
Total $ 81.5
$ 3.3
$ 85.2
$ 3.6

~~As of March 28, 2020, the Company had an immaterial amount of operating leases that had not yet commenced.~~


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

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

The Company's reportable segments primarily sell design-centric preparation, storage and serving solutions for the kitchen and home through the Tupperware® brand. Europe also includes Avroy Shlain® in South Africa and Nutrimetics® in France, which sell beauty and personal care products. Some units in Asia Pacific also sell beauty and personal care products under the NaturCare®, Nutrimetics® and Fuller® brands. North America also includes the Fuller Mexico beauty and personal care products business and sells products under the Fuller Cosmetics® brand in that unit and in Central America. South America also sells beauty products under the Fuller®, Nutrimetics® and Nuvo® brands.

~~Worldwide sales of beauty and personal care products totaled $53.6 million and $66.1 million in the first quarters of 2020 and 2019, respectively.~~

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

13 weeks ended
(In millions) March 28,
2020 March 30,
2019
Net sales:
Europe $ 105.7
$ 138.6
Asia Pacific 120.4
156.1
North America 101.3
119.6
South America 48.5
73.0
Total net sales $ 375.9
$ 487.3
Segment profit:
Europe $ 2.5
$ 17.7
Asia Pacific 17.3
30.0
North America 6.5
17.4
South America 3.0
8.9
Total segment profit $ 29.3
$ 74.0

Unallocated expenses (23.9 ) (7.3 )
Re-engineering charges^(a)
(3.9 ) (4.3 )
Loss on disposal of assets (0.1 ) (0.9 )
Interest expense, net (9.7 ) (9.6 )
Income (Loss) before taxes $ (8.3 ) $ 51.9

(In millions) March 28,
2020 December 28,
2019
Identifiable assets:
Europe $ 264.7
$ 269.7
Asia Pacific 276.7
300.3
North America 198.5
235.9
South America 105.9
125.2
Corporate 449.4
331.3
Total identifiable assets $ 1,295.2
$ 1,262.4

~~_________________________~~


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


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

~~Debt Obligations~~

(In millions) March 28,
2020 December 28, 2019
Fixed rate senior notes due 2021 $ 599.8
$ 599.8
Revolving Credit Agreement^(a)
388.1
272.0
Finance lease 3.3
3.6
Other 0.3
—
Total debt obligations $ 991.5
$ 875.4

~~____________________~~


^(a)	~~$245.1 million and $174.9 million denominated in Euro as of March 28, 2020 and December 28, 2019, respectively.~~

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Credit Agreement~~

On March 29, 2019, the Company and its wholly owned subsidiaries, Tupperware Nederland B.V., Administradora Dart, S. de R.L. de C.V., and Tupperware Brands Asia Pacific Pte. Ltd. (the “Subsidiary Borrowers”), amended and restated ~~its~~their multicurrency Credit Agreement (as further amended byvia an Amendment No. 1 dated August 28, 2019, ~~(so as amended,~~ the ~~"Credit Agreement"~~“Credit Agreement”), with JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”), swingline lender, joint lead arranger and joint bookrunner, and Credit Agricole Corporate and Investment Bank, HSBC Securities (USA) Inc., Mizuho Bank, Ltd. and Wells Fargo Securities, LLC, as syndication agents, joint lead arrangers and joint bookrunners. The Credit Agreement replaces the credit agreement dated September 11, 2013, and as amended (the “Old Credit Agreement”), and, other than an increased aggregate amount that may be borrowed, an improvement in the consolidated leverage ratio covenant and a slightly more favorable commitment fee rate, has terms and conditions similar to that of the Old Credit Agreement. The Credit Agreement makes available to the Company and the Subsidiary Borrowers a committed credit facility in an aggregate amount of $650.0 million (the “Facility Amount”). The Credit Agreement provides (i) a revolving credit facility, available up to the full amount of the Facility Amount, (ii) a letter of credit facility, available up to $50.0 million of the Facility Amount, and (iii) a swingline facility, available up to $100.0 million of the Facility Amount. Each of such facilities is fully available to the Company and the Facility Amount is available to the Subsidiary Borrowers up to an aggregate amount not to exceed $325.0 million. With the agreement of its lenders, the Company is permitted to increase, on up to 3 occasions, the Facility Amount by a total of up to $200.0 million (for a maximum aggregate Facility Amount of $850.0 million), subject to certain conditions. AsTotal Credit Agreement borrowings included Euro dominated debt of $129.1 million and $160.3 million as of March ~~28,~~27, 2021 and December 26, 2020, ~~the Company had total borrowings~~respectively.

Table of ~~$388.1 million outstanding under its Credit Agreement, with $245.1 million of that amount denominated in Euro.~~contents

Loans made under the Credit Agreement will be composed of (i) “Eurocurrency Borrowings”, bearing interest determined in reference to the ~~London interbank offered rate ("LIBOR")~~LIBOR or the EURIBOR rate for the applicable currency and interest period, plus a margin, and/or (ii) “ABR Borrowings”, bearing interest at the sum of (A) the greatest of (x) the Prime Rate, (y) the NYFRB rate plus 0.5 percent, and (z) adjusted LIBOR on such day (or if such day is not a business day, the immediately preceding business day) for a deposit in ~~U.S. dollars~~United States Dollars with a maturity of one month plus 11.0 percent, and (B) a margin. The applicable margin in each case will be determined by reference to a pricing schedule and will be based upon the better for the Company of (a) the Consolidated Leverage Ratio (computed as consolidated funded indebtedness of the Company and its subsidiaries to the consolidated EBITDA (as defined in the Credit Agreement) of the Company and its subsidiaries for the four fiscal quarters then most recently ended) for the fiscal quarter referred to in the quarterly or annual financial statements most recently delivered, or (b) the Company’s then existing long-term debt securities rating by Moody’s Investor Service, Inc. or Standard and Poor’s Financial Services, Inc. Under the Credit Agreement, the applicable margin for ABR Borrowings ranges from 0.375 percent to 0.875 percent, the applicable margin for Eurocurrency Borrowings ranges from 1.375 percent to 1.875 percent, and the applicable margin for the commitment fee ranges from 0.150 percent to 0.275 percent. Loans made under the swingline facility will bear interest, if denominated in ~~U.S.~~United States Dollars, at the same rate as an ABR Borrowing and, if denominated in another currency, at the same rate as a Eurocurrency Borrowing. As of March ~~28, 2020,~~27, 2021, the Company had a weighted average interest rate of 2.0 percent with a base rate spread of ~~150~~188% basis points on LIBOR-based borrowings under the Credit Agreement that has a final maturity date of March 29, 2024.

Similar to the Old Credit Agreement, the Credit Agreement contains customary covenants that, among other things, limit the ability of the ~~Company's~~Company’s subsidiaries to incur indebtedness and limit the ability of the Company and its subsidiaries to create liens on and sell assets, engage in certain liquidations or dissolutions, engage in certain mergers or consolidations, or change lines of business. These covenants are subject to significant exceptions and qualifications.

On February 28, 2020, the Company amended the Credit Agreement (the “Amendment”) in order to modify certain provisions, including the ~~financial~~consolidated leverage ratio covenant. Previously, the Company had to maintain, at specified measurement periods, a Consolidated Leverage Ratio that was not greater than or equal to 3.75 to 1.00. Following the Amendment, the Company is required to maintain at the last day of each quarterly measurement period a Consolidated Leverage Ratio not greater than or equal to the ratio as set forth below opposite the period that includes such day (or, if such day does not end on the last day of the calendar quarter, that includes the last day of the calendar quarter that is nearest to such day):

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~



Period			Consolidated Leverage Ratio
From the ~~Amendment~~second amendment effective date to and including June 27, 2020			5.75 to 1.00
September 26, 2020			5.25 to 1.00
December 26, 2020			4.50 to 1.00
March 27, 2021			4.00 to 1.00
June 26, 2021 and thereafter			3.75 to 1.00

Under the Credit Agreement and consistent with the Old Credit Agreement, Dart Industries Inc. (the “Guarantor”) unconditionally guarantees all obligations and liabilities of the Company and the Subsidiary Borrowers relating to the Credit Agreement, supported by a security interest in certain ~~"Tupperware"~~“Tupperware” trademarks and service marks. The Amendment eliminated the requirement that a Non-Investment Grade Ratings Event, as defined in the Credit Agreement, must occur before the Company is required to cause the Additional Guarantee and Collateral Requirement, as defined in the Credit Agreement, to be satisfied. Pursuant to the Amendment, the Company is required to cause certain of its domestic subsidiaries to become guarantors and the Company and certain of its domestic subsidiaries are required to pledge additional collateral (the “Additional Guarantee and Collateral”).

For purposes of the Credit Agreement, consolidated EBITDA represents earnings before interest, income taxes, depreciation and amortization, as adjusted to exclude unusual, non-recurring gains as well as non-cash charges and certain other items. ~~As of March 28, 2020, and currently, the~~The Company ~~was~~is in compliance with the financial covenants in the Credit Agreement. The Credit Agreement was amended to prevent the Company from exceeding the Consolidated Leverage Ratio for the four fiscal quarters ending in March ~~2020.~~2020, and continuing through the calculation for the four fiscal quarters ending in March 2021. If the Company had exceeded the Consolidated Leverage Ratio, this could have constituted an Event of Default, potentially resulting in a ~~cross default~~cross-default under cross-default provisions with respect to other of the ~~Company's~~Company’s debt obligations, giving the lenders the ability to terminate the revolving commitments, accelerate outstanding amounts under the Credit Agreement, exercise certain remedies relating to the collateral securing the Credit Agreement and require the Company to post cash collateral for all outstanding letters of credit. In addition to the relief provided in the Amendment, the Company has reduced certain operating expenses beginning in 2020 and could use available cash, including repatriating cash held outside of the United States, to make debt repayments to lower its Consolidated Leverage Ratio.

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

At March ~~28, 2020,~~27, 2021, the Company had ~~$318.4~~$222.2 million of unused lines of credit, including ~~$260.6~~$180.7 million under the committed, secured Credit Agreement, and ~~$57.8~~$41.5 million available under various uncommitted lines around the world.

Senior Notes

The Company ~~has~~had outstanding ~~approximately~~ $600.0 million aggregate principal amount of 4.75% senior notes (the “Senior Notes”). outstanding as of March 28, 2020. The Senior Notes ~~will~~were to mature on June 1, 2021. The Senior Notes were issued under an indenture (the “Indenture”), by and among the Company, the ~~“Guarantor~~Guarantor and Wells Fargo Bank, N.A., as trustee. As security for its obligations under the guarantee of the Senior Notes, the Guarantor ~~has~~had granted a security interest in certain “Tupperware” trademarks and service marks. As security for its obligations under the guarantee of the Credit Agreement, the Guarantor ~~has~~had granted a security interest in those certain “Tupperware” trademarks and service marks as well. The security interest may be released under certain customary circumstances specified in the Indenture. These customary circumstances include payment in full of principal of and premium, if any, and interest on the Senior Notes. The Indenture ~~includes,~~included, among others, covenants that limit the ability of the Company and its subsidiaries to (i) incur indebtedness secured by liens on certain real property, (ii) enter into certain sale and leaseback transactions, (iii) with respect to the Company only, consolidate or merge with another entity, or sell or transfer all or substantially all of its properties and assets and (iv) sell the capital stock of the Guarantor or sell or transfer all or substantially all of its assets or properties. ~~See~~

During the second, third, and fourth quarters of 2020 the Company retired its Senior Notes in the aggregate principal amount of $600.0 million through tender offers, open-market purchases, and redemption by using cash on hand and the proceeds from the Term Loan received in December 2020. The Company recognized a gain on debt extinguishment of $40.0 million, $9.9 million and loss on debt extinguishment of $9.7 million in the second, third, and fourth quarters of 2020, respectively.

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Note 817: Leases

The Company leases certain equipment, vehicles, office space, and manufacturing and distribution facilities, and recognizes the associated lease expense on a straight-line basis over the lease term. Some leases include one or more options to renew, with renewal terms that can extend the lease term from one year to five years, or more. The exercise of lease renewal options is at the Company's discretion and renewal options that are reasonably certain to be exercised have been included in the lease term. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain lease agreements held by the Company include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Components of lease expense were as follows:


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Operating lease costs:
Operating lease cost (a) (b)	$	10.0	$	11.8

Finance lease costs:
Amortization of right-of-use assets (a)	$	0.2	$	0.2

____________________

(a) Included in selling, general and administrative expense and cost of products sold.

(b) Includes $0.6 million and $0.4 million related to short-term rent expense and variable rent expense, respectively.

Supplemental cash flow information related to leases is as follows:


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(9.9)	$	(11.7)

Financing cash flows from finance leases	$	(0.3)	$	(0.3)

Leased assets obtained in exchange for new operating lease liabilities	$	0.2	$	7.5

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Supplemental information related to leases is as follows:


	As of
(In millions, except lease term and discount rate)	March 27, 2021			December 26, 2020
Operating Leases:
Operating lease right-of-use assets	$	93.4		$	97.9

Accrued liabilities	$	26.2		$	26.5
Operating lease liabilities	67.5			70.1
Total Operating lease liabilities	$	93.7		$	96.6

Finance Leases:
Property, plant and equipment, at cost	$	19.3		$	19.7
Accumulated amortization	(12.1)			(12.2)
Property, plant and equipment, net	$	7.2		$	7.5

Current portion of finance lease obligations	$	1.4		$	1.4
Long-term finance lease obligations	1.5			1.9
Total Finance lease liabilities	$	2.9		$	3.3

Weighted average remaining lease term
Operating leases	5.3 years			5.4 years
Finance leases	2.2 years			2.4 years

Weighted average discount rate
Operating leases	5.5		%	5.7		%
Finance leases	5.1		%	5.1		%

Maturities of lease liabilities as of March 27, 2021 and December 26, 2020 were as follows:


	As of				As of
	March 27, 2021				December 26, 2020
(In millions)	Operating Leases		Finance Leases		Operating Leases		Finance Leases
2021	$	28.3	$	1.2	$	30.1	$	1.6
2022	23.7		1.9		21.1		1.9
2023	16.9		0		14.8		0
2024	11.6		0		10.2		0
2025	7.4		0		6.9		0
Thereafter	30.9		0		30.8		0
Total undiscounted lease liability	$	118.8	$	3.1	$	113.9	$	3.5
Less imputed interest	(25.1)		(0.2)		(17.3)		(0.2)
Total	$	93.7	$	2.9	$	96.6	$	3.3

Table of contents

Note 18: Retirement Benefit Plans

Components of net periodic (benefit) cost for the first quarters ended March 27, 2021 and March 28, 2020 were as follows:


	Pension benefits				Post-retirement benefits
	13 weeks ended				13 weeks ended
(In millions)	March 27, 2021		March 28, 2020		March 27, 2021		March 28, 2020
Service cost	$	1.8	$	2.1	$	0	$	0
Interest cost	0.9		1.1		0.1		0.1
Return on plan assets	(0.9)		(1.0)		0		0

Net amortization	0.6		0.7		(0.1)		(0.3)
Net periodic cost (benefit)	$	2.4	$	2.9	$	0	$	(0.2)

During the first quarters of 2021 and 2020, approximately $0.5 million and $0.4 million of pretax losses were reclassified from other comprehensive income to a component of net periodic (benefit) cost, respectively. As they relate to non-U.S. plans, the Company uses current exchange rates to make these reclassifications. The impact of exchange rate fluctuations is included on the net amortization line of the table above. The Company included $0.6 million and $0.6 million related to the ~~Consolidated Financial Statements~~components of net periodic (benefit) cost, excluding service cost, in ~~Part II, Item 8~~other expense in the ~~Company's Annual Report on Form 10-K for~~first quarters of 2021 and 2020, respectively.

Note 19: Commitments and Contingencies

The Company and certain subsidiaries are involved in litigation and various legal matters that are being defended and handled in the ~~year ended December 28, 2019 for further details regarding the Senior Notes.~~

~~Table~~ordinary course of ~~Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Whether the~~business. Included among these matters are environmental issues. The Company ~~will be able~~does not include estimated future legal costs in accruals recorded related to ~~repay or refinance the Senior Notes will depend on economic, financial, competitive and other factors~~these matters. The Company believes that may be beyond its control, including the COVID-19 pandemic, and on the Company’s financial performance at the time. The COVID-19 pandemic and measures implemented to slow the spread of COVID-19 may negatively impactit is remote that the Company's ~~ability to repay or refinance the Senior Notes. The extent to which the COVID-19 pandemic ultimately impacts the Company’s ability to repay or refinance the Senior Notes~~contingencies will depend on future developments, which are highly uncertain and cannot be predicted with certainty. Any refinancing of the Senior Notes may be at a higher interest rate and may require the Company to comply with additional covenants and obligations, which could further restrict the Company's business operations. If the Company is unable to repay or refinance the Senior Notes, the holders of the Seniors Notes may pursue certain remedies relating to the collateral securing the guaranty of the Senior Notes or pursue other remedies, in each case in accordance with the Indenture and the documents relating to such collateral, all of which could have a material adverse effect on ~~the Company.~~


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

~~The Company is exposed to fluctuations in foreign currency exchange rates on the earnings, cash flows and~~its financial position, results of ~~its international operations. Although this currency risk is partially mitigated by the natural hedge arising from~~operations or cash flow.

Kraft Foods, Inc., which was formerly affiliated with Premark International, Inc., the Company's ~~local manufacturing in many markets, a strengthening U.S. dollar generally~~former parent, has ~~a negative impact on the Company.~~ assumed any liabilities arising out of certain divested or discontinued businesses. The liabilities assumed include matters alleging product liability, environmental liability, and infringement of patents.

In ~~response,~~February 2020, putative stockholder class actions were filed against the Company ~~uses financial instruments to hedge~~and certain current and former officers and directors in the United States District Court for the Central District of ~~its exposures~~California and ~~to manage~~in the ~~foreign exchange impact to its financial statements. At its inception,~~United States District Court for the Middle District of Florida. The actions were consolidated in the United States District Court for the Middle District of Florida, and a ~~derivative financial instrument is designated as~~lead plaintiff was appointed. On July 31, 2020, the lead plaintiff filed a ~~fair value, cash flow or net investment hedge.~~

~~Fair value hedges are entered into with financial instruments such as forward contracts, with~~consolidated amended complaint, which alleges that statements in public filings between January 31, 2018 and February 24, 2020 (the “potential class period”) regarding the ~~objective~~Company’s disclosure of ~~limiting exposure to certain foreign exchange risks primarily associated with accounts payable~~controls and ~~non-permanent intercompany transactions. For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative,~~procedures, as well as the ~~offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in current earnings. In assessing hedge effectiveness, as~~need for an amendment of its credit facility, violated Section 10(b) and 20(a) of the ~~beginning~~Securities Act of ~~2019,~~1934. The plaintiffs seek to represent a class of stockholders who purchased the Company’s stock during the potential class period and demand unspecified monetary damages. While the Company's motion to dismiss the complaint was granted on January 25, 2021, the court permitted the lead plaintiff to file an amended complaint, which the plaintiff filed on February 16, 2021. The Company filed a motion to dismiss the amended complaint on April 2, 2021, and the Company ~~made~~expects the ~~accounting policy election in accordance with ASU 2017-12~~amended complaint to exclude forward points and record their impact in the same income statement line item that is used to present the earnings effect of the hedged item for 2019, Other income, net. The forward points on fair value hedges resulted in pretax income of $5.0 million and $3.7 million in the first quarters of 2020 and 2019, respectively.

The Company also uses derivative financial instruments to hedge foreign currency exposures resulting from certain forecasted purchases and classifies these as cash flow hedges. The majority of cash flow hedge contracts that the Company enters into relate to inventory purchases. At initiation, the Company's cash flow hedge contracts are generally for periods ranging from one month to fifteen months. The effective portion of the gain or loss on the open hedging instrument is recorded in other comprehensive income and is reclassified into earnings when settled through the same line item as the transaction being hedged. As such, the balance atbe fully briefed before the end of the current reporting period in other comprehensive income, related to cash flow hedges, will generally be reclassified within the next twelve months. The associated asset or liability on the open hedges is recorded in other current assets or accrued liabilities, as applicable. In assessing hedge effectiveness, the Company made an accounting policy change assecond quarter of the beginning of 2019 to include forward points in the assessment of effectiveness for cash flow hedges causing the impact from forward points to be recorded as part of other comprehensive income compared to interest expense as it previously had been recorded. Based on the interest expense incurred for open cash flow hedges as of December 30, 2018, the Company recorded an adjustment of $1.2 million, net of taxes, to accumulated comprehensive income and retained earnings to reflect this accounting policy change. There was an immaterial impact from forward points recorded in other comprehensive income for activity related to the first quarters of 2020 and 2019.2021. The Company ~~recognized $0.8 million and $1.0 million of manufacturing variances that will be capitalized and amortized over actual months of inventory turns related~~is unable at this time to determine whether the ~~forward point impact from the settlement of cash flow hedges in the first quarters of 2020 and 2019, respectively.~~

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The Company also uses financial instruments, such as forward contracts and certain Euro denominated borrowings under its Credit Agreement, to hedge a portion of its net equity investment in international operations and classifies these as net investment hedges. Changes in the valueoutcome of these ~~financial instruments, excluding any ineffective portion of the hedges, are included in foreign currency translation adjustments within accumulated other comprehensive loss~~. ~~The Company recorded, net of tax, in other comprehensive income~~actions would have a net gain of $56.2 million and a net loss of $13.1 million associated with these hedges in the first quarters of 2020 and 2019, respectively. Due to the permanent nature of the investments, the Company does not anticipate reclassifying any portion of these amounts to the income statement in the next twelve months. In assessing hedge effectiveness, the Company made an accounting policy change as of the beginning of 2019 to include forward points in the assessment of effectiveness for net investment hedges causing the impact from forward points to be recorded as part of other comprehensive income compared to interest expense as it previously had been recorded. The impact of forward points is being recorded in other comprehensive income and will remain there indefinitely since that is where the gains and losses on hedges of net equity are recorded. Based on the interest expense associated with forward points incurred for open net investment hedges as of December 30, 2018, the Company recorded an adjustment of $3.8 million, net of taxes, to accumulated comprehensive income to reflect this accounting policy change. The impact related to forward points on hedges of net equity investment recorded as a component of other comprehensive income in the first quarters of 2020 and 2019 was a loss of $6.3 million and a gain of $4.3 million, respectively.

~~The net cash flow impact from hedging activity for the first quarters of 2020 and 2019 was an outflow of $1.9 million and an inflow of $0.8 million, respectively.~~

The Company considers the total notional value of its forward contracts as the best measure of the volume of derivative transactions. As of March 28, 2020 and December 28, 2019, the notional amounts of outstanding forward contracts to purchase currencies were $90.8 million and $137.7 million, respectively, and the notional amounts of outstanding forward contracts to sell currencies were $82.5 million and $143.5 million, respectively. As of March 28, 2020, the notional values of the largest positions outstanding were to purchase $69.8 million of U.S. dollars and $12.2 million of euros, and to sell $19.6 million of Swiss francs and $16.3 million of Mexican pesos.

The following table summarizes the Company's derivative positions, which are the only assets and liabilities recorded at fair value on a recurring basis, and the impact they had on the Company's financial position as of March 28, 2020 and December 28, 2019. Fair values were determined based on third party quotations (Level 2 fair value measurement):

Asset derivatives Liability derivatives
Fair value Fair value
Derivatives designated as hedging
instruments (in millions) Balance sheet
location Mar 28,
2020 Dec 28,
2019 Balance sheet
location Mar 28,
2020 Dec 28,
2019
Foreign exchange contracts Non-trade amounts receivable $ 95.5
$ 16.0
Accrued liabilities $ 86.5
$ 19.8

~~The following table summarizes the~~material impact on ~~the~~its results of operations, financial condition or cash flows.

Additionally, several putative stockholders filed stockholder derivative complaints in the United States District Court for the ~~first quarters~~Middle District of ~~2020~~Florida against certain of the Company’s current and ~~2019~~former officers and directors. The cases were consolidated, and plaintiffs filed a consolidated amended complaint on August 5, 2020. The consolidated amended complaint asserts claims against certain current and former officers and directors for breach of fiduciary duty, unjust enrichment, and contribution for violations of the ~~components included~~securities laws based on allegations that the officers and directors allowed the Company to make false or misleading statements in violation of the securities laws. The Court stayed proceedings in this action pending resolution of the motion to dismiss in the ~~hedge effectiveness assessment~~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 ~~Company's fair value hedging positions:~~motion to dismiss in the putative stockholder class action. The Company is unable at this time to determine whether the outcome of these actions would have a material impact on its results of operations, financial condition or cash flows.

Derivatives designated as fair value hedges (in millions) Location of (loss) gain recognized in income on derivatives Amount of (loss) gain recognized
in income on
derivatives Location of gain (loss) recognized in income on related hedged items Amount of gain (loss) recognized
in income on
related hedged items
2020 2019 2020 2019
Foreign exchange contracts Other expense $ (75.3 ) $ 17.3
Other expense $ 75.3
$ (17.3 )

Table of ~~Contents~~contents

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Leases

~~The following table summarizes the impact of the Company's hedging activities on comprehensive income for the first quarters of 2020 and 2019:~~

Derivatives designated
as cash flow and
net equity hedges
(in millions) Amount of gain (loss) recognized in
OCI on derivatives
(effective portion) Location of gain (loss) reclassified
from accumulated OCI
into income
(effective portion) Amount of gain (loss) reclassified
from accumulated
OCI into income
(effective portion)
Cash flow hedging relationships 2020 2019 2020 2019
Foreign exchange contracts $ 10.6
(2.8 ) Cost of products sold $ 0.5
$ (0.5 )
Net investment hedging relationships
Foreign exchange contracts 70.7
(17.7 )
Euro denominated debt 1.8
0.8


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

~~Due to their short maturities or their insignificance, the carrying amounts of cash~~Lease costs for operating leases and cash equivalents, accounts and notes receivable, accounts payable, accrued liabilities, leased assets and liabilities and short-term borrowings approximated their fair values at March 28, 2020 and December 28, 2019. The Company estimates that, based on current market conditions, the value of its Senior Notes was $386.9 million at March 28, 2020, compared with the carrying value of $599.8 million. The lower fair value resulted from changes, since issuance,approximate minimum rental commitments under non-cancelable operating leases are disclosed in the corporate debt markets and investor preferences. The fair value of debt is classified as a Level 2 liability and is estimated using quoted market prices as provided in secondary markets that consider the Company's credit risk and market related conditions. See Note 1117: Leases to the Consolidated Financial ~~Statements~~Statements. Leases, including the minimum rental commitments for ~~discussion~~2021 and 2022, primarily are for automobiles that generally have a lease term of 1 year to 4 years, with the ~~Company's derivative instruments~~remaining leases related to office, manufacturing and ~~related fair value measurements.~~distribution space. It is common for lease agreements to contain various provisions for items such as step rent or other escalation clauses and lease concessions, which may offer a period of no rent payment. These types of items are considered by the Company, and are recorded into expense on a straight-line basis over the minimum lease terms. There are no material lease agreements containing renewal options. Certain leases require the Company to pay property taxes, insurance and routine maintenance.


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

~~Components~~Note 20: Fair Value Measurements

Due to their short maturities or their insignificance, the carrying amounts of cash and cash equivalents, accounts receivable, net, ~~periodic benefit cost~~accounts payable, accrued liabilities, leased assets and liabilities, and short-term borrowings approximated their fair values at March 27, 2021 and December 26, 2020.

The fair value of the Term Loan is classified as a level 2 liability and is estimated using a market approach by comparing the Company’s debt with the secured debt of other companies that have a similar credit rating and debt amount.

The fair value of the Term Loan was as follows:


	As of				As of
	March 27, 2021				December 26, 2020
(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term loan	$	241.0	$	241.0	$	275.0	$	275.0

See Note 14: Derivative Financial Instruments and Hedging Activities for discussion of the Company’s derivative financial instruments and related fair value measurements.

Table of contents

Note 21: Segment Information

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

The Company's reportable segments primarily sell design-centric preparation, storage, and serving solutions for the ~~first quarters ended March 28, 2020~~kitchen and ~~March 30, 2019 were as follows:~~

First Quarter
Pension benefits Post-retirement benefits
(In millions) 2020 2019 2020 2019
Service cost $ 2.1
$ 1.9
$ —
$ —
Interest cost 1.1
1.5
0.1
0.1
Expected return on plan assets (1.0 ) (1.1 ) —
—
Net amortization 0.7
—
(0.3 ) (0.3 )
Net periodic benefit cost $ 2.9
$ 2.3
$ (0.2 ) $ (0.2 )

~~During~~home through the ~~first quarters of 2020~~Tupperware brand name. Europe (Europe, Africa and ~~2019, approximately $0.4 million of pretax loss~~Middle East) also includes the Avroy Shlain brand name in South Africa and ~~$0.3 million of pretax gain were reclassified from other comprehensive income to a component of net periodic benefit cost, respectively. As they relate to non-U.S. plans,~~ the ~~Company uses current exchange rates to make these reclassifications. The impact of exchange rate fluctuations is included on the net amortization line of the table above.~~Nutrimetics brand name in France, which sell beauty and personal care products. The Company ~~included $0.6~~sold the Avroy Shlain beauty business for net cash of $30.5 million in February 2021. Some units in Asia Pacific also sell beauty and personal care products under the NaturCare, Nutrimetics and Fuller brand names. North America also includes the Fuller Mexico beauty and personal care products business and sells products under the Fuller Cosmetics brand name in that unit and in Central America. South America also sells beauty products under the Fuller, Nutrimetics and Nuvo brand names. Worldwide sales of beauty and personal care products totaled $55.0 million and ~~$0.2~~$53.6 million ~~related to the components of net periodic benefit cost, excluding service cost, in other expense~~ in the first quarters of ~~2020~~2021 and ~~2019,~~2020, respectively.

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


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

The effective tax rate for the first quarter of 2020 was 5.4 percent compared with 28.9 percent for 2019. The decrease in the rate was primarily attributable to the overall decline in profitability for the quarter ended March 28, 2020 as compared to the same period last year and lower cash tax costs driven by lower profits.

As of March 28, 2020 and December 28, 2019, the Company's accrual for uncertain tax positions was $13.5 million. The Company estimates that as of March 28, 2020, approximately $13.2 million of the unrecognized tax benefits, if recognized, will impact the effective tax rate. Interest and penalties related to uncertain tax positions in the Company's global operations are recorded as a component of the provision for income taxes. Accrued interest and penalties were $0.7 million and $4.0 million as of the periods ended March 28, 2020 and December 28, 2019, respectively.

In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. The Company is currently under examination or contesting proposed adjustments by various state and international tax authorities for fiscal years ranging from 2004 through 2018. It is reasonably possible that there could be a significant decrease or increase to the unrecognized tax benefit balance during the course of the next twelve months as these examinations continue, other tax examinations commence or various statutes of limitations expire. While the Company does not currently expect material changes, it is possible that the amount of unrecognized benefit with respect to the uncertain tax positions will significantly increase or decrease related to audits in various foreign jurisdictions that may conclude during that period or new developments that could also, in turn, impact the Company's assessment relative to the establishment of valuation allowances against certain existing deferred tax assets. An estimate of the range of possible changes cannot be made for remaining unrecognized tax benefits because of the significant number of jurisdictions in which the Company does business and the number of open tax periods.

The Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law by the President of the U.S. on March 27th, 2020. This legislation is aimed at providing relief for individuals and businesses impacted by the Coronavirus outbreak. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (NOL) and allow businesses to carry back NOLs arising in 2018, 2019, and 2020 to the five prior tax years, suspend the excess business loss rules, accelerate refunds of previously generated corporate Alternative Minimum Tax credits, loosen the business interest limitation under section 163(j) from 30 percent to 50 percent, allow for deferral of payroll taxes and establish an employer retention credit. While the enactment period impacts to the Company are expected to be minimal to none to income taxes, the Company continues to assess other aspects of the CARES Act, such as employee retention credits, payroll tax deferrals and the alternative minimum tax acceleration, for applicability.


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

Under the Company's stock incentive programs, in certain jurisdictions, employees are allowed to use shares retained by the Company to satisfy minimum statutorily required withholding taxes. In the first quarters of 2020 and 2019, 1,127 and 23,088 shares, respectively, were retained to fund withholding taxes, with values totaling $0.01 million and $0.70 million, respectively, which were included as stock repurchases in the Consolidated Statements of Cash Flows.

~~Restricted cash is recorded in prepaid and other current assets or in the long-term other assets balance sheet line items.~~

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


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

~~Stock option activity for 2020 is summarized in the following table:~~

Shares
subject to
option Weighted
average
exercise price
per share Aggregate intrinsic value (in millions)
Outstanding at December 28, 2019 3,340,739
$ 56.28

Granted 1,000,000
2.61

Expired / Forfeited (62,824 ) 50.01

Outstanding at March 28, 2020 4,277,915
$ 43.83
$ —
Exercisable at March 28, 2020 2,875,945
$ 57.82
$ —

~~The Company also has time-vested, performance-vested and market-vested share awards. The activity for such awards in 2020 is summarized in the following table:~~

Shares
outstanding Weighted average
grant date fair value
December 28, 2019 528,289
$ 28.82
Time-vested shares granted 1,461,510
5.90
Market-vested shares granted 900,053
1.82
Performance shares granted 265,046
5.90
Vested (3,801 ) 52.62
Forfeited (59,210 ) 46.70
March 28, 2020 3,091,887
$ 7.79

~~Compensation expense related to the Company's stock-based compensation for the first quarter ended March 28, 2020 and March 30, 2019~~Segment details were as follows:

First Quarter
(In millions) 2020 2019
Stock options $ 0.3
$ 0.6
Time, performance and market vested share awards 1.9
1.3

As of March 28, 2020, total unrecognized stock-based compensation expense related to all stock-based awards was $19.6 million, which is expected to be recognized over a weighted average period of 2.3 years.


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Asia Pacific	$	125.3	$	120.4
Europe	126.9		105.7
North America	146.5		101.3
South America	61.6		48.5
Total net sales	$	460.3	$	375.9

Asia Pacific	$	30.7	$	17.3
Europe	32.5		2.5
North America	17.7		6.5
South America	11.6		3.0
Total segment profit	92.5		29.3

Unallocated expenses	20.5		23.9
Re-engineering charges (a)	3.1		3.9
(Gain) loss on disposal of assets	(8.7)		0.1

Interest expense	11.8		10.2
Interest income	(0.3)		(0.5)
Income (loss) before income taxes	$	66.1	$	(8.3)

____________________


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

~~As of March 28, 2020, $9.7 million of long-term receivables from both active and inactive customers were considered past due, the majority of which were reserved through the Company's allowance~~(a) See Note 5: Re-engineering Charges for ~~uncollectible accounts.~~further discussion.

~~The balance of the allowance for long-term receivables as of March 28, 2020 was as follows:~~

(In millions)
Balance at December 28, 2019 $ 13.9
Write-offs (3.0 )
Provision and reclassifications 0.4
Currency translation adjustment (1.0 )
Balance at March 28, 2020 $ 10.3

Total identifiable assets by segment were:

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


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

The Company's payment obligations under the Senior Notes are fully and unconditionally guaranteed, on a senior secured basis, by the Guarantor. The guarantee is secured by certain "Tupperware" trademarks and service marks owned by the Guarantor, as discussed in Note 10 to the Consolidated Financial Statements. In addition, under the Credit Agreement and consistent with the Old Credit Agreement, the Guarantor unconditionally guarantees all obligations and liabilities of the Company and the Subsidiary Borrowers relating to the Credit Agreement, supported by a security interest in those certain "Tupperware" trademarks and service marks as well.

Condensed consolidated financial information as of March 28, 2020 and December 28, 2019, and for the quarter ended March 28, 2020 and March 30, 2019, for Tupperware Brands Corporation (the "Parent"), Guarantor and all other subsidiaries (the "Non-Guarantors") is as follows.

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

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Consolidating Statement of Income~~

13 weeks ended March 28, 2020
(In millions) Parent Guarantor Non-Guarantors Eliminations Total
Net sales $ —
$ —
$ 376.7
$ (0.8 ) $ 375.9
Other revenue —
19.6
6.2
(25.8 ) —
Cost of products sold —
6.2
150.0
(26.5 ) 129.7
Gross margin —
13.4
232.9
(0.1 ) 246.2
Delivery, sales and administrative expense 1.8
32.4
208.8
(0.1 ) 242.9
Re-engineering charges —
2.5
1.4
—
3.9
Loss on disposal of assets —
—
(0.1 ) —
(0.1 )
Operating income (loss) (1.8 ) (21.5 ) 22.6
—
(0.7 )
Interest income 4.7
0.5
7.0
(11.7 ) 0.5
Interest expense 9.5
10.0
2.4
(11.7 ) 10.2
(Loss) Income from equity investments in subsidiaries (0.7 ) 0.8
—
(0.1 ) —
Other expense (income) —
(29.6 ) 27.5
—
(2.1 )
Income (Loss) before income taxes (7.3 ) (0.6 ) (0.3 ) (0.1 ) (8.3 )
Provision (benefit) for income taxes 0.5
0.1
(1.1 ) —
(0.5 )
Net income (loss) $ (7.8 ) $ (0.7 ) $ 0.8
$ (0.1 ) $ (7.8 )
Comprehensive loss $ (89.3 ) $ (82.9 ) $ (123.8 ) $ 206.7
$ (89.3 )

~~Consolidating Statement of Income~~

13 weeks ended March 30, 2019
(In millions) Parent Guarantor Non-Guarantors Eliminations Total
Net sales $ —
$ —
$ 488.3
$ (1.0 ) $ 487.3
Other revenue —
19.9
9.5
(29.4 ) —
Cost of products sold —
9.6
182.0
(30.4 ) 161.2
Gross margin —
10.3
315.8
—
326.1
Delivery, sales and administrative expense 1.5
18.9
242.3
—
262.7
Re-engineering charges —
0.6
3.7
—
4.3
Loss on disposal of assets —
—
(0.9 ) —
(0.9 )
Operating income (loss) (1.5 ) (9.2 ) 68.9
—
58.2
Interest income 5.5
0.7
10.1
(15.7 ) 0.6
Interest expense 9.5
13.2
3.2
(15.7 ) 10.2
Income from equity investments in subsidiaries 40.8
60.3
—
(101.1 ) —
Other expense (income) (0.5 ) 3.0
(5.8 ) —
(3.3 )
Income before income taxes 35.8
35.6
81.6
(101.1 ) 51.9
Provision (Benefit) for income taxes (1.1 ) (3.4 ) 19.5
—
15.0
Net income $ 36.9
$ 39.0
$ 62.1
$ (101.1 ) $ 36.9
Comprehensive income $ 55.9
$ 57.6
$ 93.0
$ (150.6 ) $ 55.9

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Condensed Consolidating Balance Sheet~~

March 28, 2020
(In millions) Parent Guarantor Non-Guarantors Eliminations Total
ASSETS

Cash and cash equivalents $ —
$ 3.9
$ 170.6
$ —
$ 174.5
Accounts receivable, net —
—
97.5
—
97.5
Inventories —
—
226.0
—
226.0
Non-trade amounts receivable, net —
214.7
118.0
(213.8 ) 118.9
Intercompany receivables 325.9
1,495.2
207.0
(2,028.1 ) —
Prepaid expenses and other current assets 0.8
17.0
41.4
(38.5 ) 20.7
Total current assets 326.7
1,730.8
860.5
(2,280.4 ) 637.6
Deferred income tax benefits, net 41.7
42.2
89.0
(3.7 ) 169.2
Property, plant and equipment, net —
84.8
156.8
—
241.6
Operating lease assets —
4.5
75.9
—
80.4
Long-term receivables, net —
0.1
13.0
—
13.1
Trademarks and tradenames, net —
—
21.5
—
21.5
Goodwill —
2.9
50.7
—
53.6
Investments in subsidiaries 1,221.8
1,083.8
—
(2,305.6 ) —
Intercompany loan receivables 512.3
82.6
963.4
(1,558.3 ) —
Other assets, net 3.3
10.5
142.0
(77.6 ) 78.2
Total assets $ 2,105.8
$ 3,042.2
$ 2,372.8
$ (6,225.6 ) $ 1,295.2
LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable $ —
$ 3.5
$ 76.9
$ —
$ 80.4
Short-term borrowings and current portion of long-term debt and finance lease obligations 230.8
—
158.9
—
389.7
Intercompany payables 1,391.6
403.3
233.2
(2,028.1 ) —
Accrued liabilities 246.4
101.4
264.3
(252.3 ) 359.8
Total current liabilities 1,868.8
508.2
733.3
(2,280.4 ) 829.9
Long-term debt and finance lease obligations 599.8
—
2.0
—
601.8
Intercompany notes payable —
1,282.5
275.8
(1,558.3 ) —
Operating lease liabilities —
3.8
49.9
—
53.7
Other liabilities 1.2
106.1
147.8
(81.3 ) 173.8
Shareholders' (deficit) equity (364.0 ) 1,141.6
1,164.0
(2,305.6 ) (364.0 )
Total liabilities and shareholders' equity $ 2,105.8
$ 3,042.2
$ 2,372.8
$ (6,225.6 ) $ 1,295.2


	As of
(In millions)	March 27, 2021		December 26, 2020
Asia Pacific	$	293.8	$	290.6
Europe	260.3		276.7
North America	237.8		220.5
South America	113.0		112.8
Corporate	322.0		319.3
Total identifiable assets	$	1,226.9	$	1,219.9

Table of ~~Contents~~contents

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Condensed Consolidating Balance Sheet~~

December 28, 2019
(In millions) Parent Guarantor Non-Guarantors Eliminations Total
ASSETS

Cash and cash equivalents $ —
$ 0.3
$ 122.9
$ —
$ 123.2
Accounts receivable, net —
—
110.7
—
110.7
Inventories —
—
245.2
—
245.2
Non-trade amounts receivable, net —
166.2
84.9
(212.0 ) 39.1
Intercompany receivables 325.9
1,546.3
209.9
(2,082.1 ) —
Prepaid expenses and other current assets 1.2
16.0
41.1
(38.0 ) 20.3
Total current assets 327.1
1,728.8
814.7
(2,332.1 ) 538.5
Deferred income tax benefits, net 41.7
42.2
105.6
(3.4 ) 186.1
Property, plant and equipment, net —
85.7
181.8
—
267.5
Operating lease assets —
4.7
79.4
—
84.1
Long-term receivables, net —
0.1
14.9
—
15.0
Trademarks and tradenames, net —
—
24.6
—
24.6
Goodwill —
2.9
56.6
—
59.5
Investments in subsidiaries 1,305.2
1,208.8
—
(2,514.0 ) —
Intercompany loan receivables 514.8
95.7
1,046.1
(1,656.6 ) —
Other assets, net 1.9
12.7
150.0
(77.5 ) 87.1
Total assets $ 2,190.7
$ 3,181.6
$ 2,473.7
$ (6,583.6 ) $ 1,262.4
LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable $ —
$ 8.3
$ 117.1
$ —
$ 125.4
Short-term borrowings and current portion of long-term debt and finance lease obligations 186.8
—
86.4
—
273.2
Intercompany payables 1,440.8
406.2
235.1
(2,082.1 ) —
Accrued liabilities 239.1
65.6
235.6
(250.0 ) 290.3
Total current liabilities 1,866.7
480.1
674.2
(2,332.1 ) 688.9
Long-term debt and finance lease obligations 599.8
—
2.4
—
602.2
Intercompany notes payable —
1,362.2
294.4
(1,656.6 ) —
Operating lease liabilities —
4.0
52.0
—
56.0
Other liabilities 1.2
110.7
161.3
(80.9 ) 192.3
Shareholders' (deficit) equity (277.0 ) 1,224.6
1,289.4
(2,514.0 ) (277.0 )
Total liabilities and shareholders' equity $ 2,190.7
$ 3,181.6
$ 2,473.7
$ (6,583.6 ) $ 1,262.4

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Condensed Consolidating Statement of Cash Flows~~

13 weeks ended March 28, 2020
(In millions) Parent Guarantor Non-Guarantors Eliminations Total
Operating Activities:
Net cash provided by (used in) operating activities $ 2.9
$ 16.1
$ (98.8 ) $ 32.8
$ (47.0 )
Investing Activities:
Capital expenditures —
(5.2 ) (3.0 ) —
(8.2 )
Proceeds from disposal of property, plant and equipment —
—
0.5
—
0.5
Net intercompany loans 2.5
67.0
83.9
(153.4 ) —
Net cash provided by (used in) investing activities 2.5
61.8
81.4
(153.4 ) (7.7 )
Financing Activities:
Dividend payments to parent —
—
(1.9 ) 1.9
—
Repayment of finance lease obligations —
—
(0.3 ) —
(0.3 )
Net change in short-term debt 45.9
—
75.1
—
121.0
Debt issuance costs (1.7 ) —
—
—
(1.7 )
Net intercompany borrowings (49.6 ) (74.3 ) 5.2
118.7
—
Net cash (used in) provided by financing activities (5.4 ) (74.3 ) 78.1
120.6
119.0
Effect of exchange rate changes on cash, cash equivalents and restricted cash —
—
(12.4 ) —
(12.4 )
Net change in cash, cash equivalents and restricted cash —
3.6
48.3
—
51.9
Cash, cash equivalents and restricted cash at beginning of year —
0.3
125.8
—
126.1
Cash, cash equivalents and restricted cash at end of period $ —
$ 3.9
$ 174.1
$ —
$ 178.0

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Condensed Consolidating Statement of Cash Flows~~

13 weeks ended March 30, 2019
(In millions) Parent Guarantor Non-Guarantors Eliminations Total
Operating Activities:
Net cash provided by (used in) operating activities $ 3.8
$ (115.4 ) $ 74.4
$ (2.9 ) $ (40.1 )
Investing Activities:
Capital expenditures —
(7.5 ) (5.4 ) —
(12.9 )
Proceeds from disposal of property, plant and equipment —
—
0.6
—
0.6
Net intercompany loans 22.2
53.6
(64.3 ) (11.5 ) —
Net cash provided by (used in) investing activities 22.2
46.1
(69.1 ) (11.5 ) (12.3 )
Financing Activities:
Dividend payments to shareholders (33.9 ) —
—
—
(33.9 )
Dividend payments to parent —
—
(2.7 ) 2.7
—
Repurchase of common stock (0.7 ) —
—
—
(0.7 )
Repayment of finance lease obligations —
—
(0.3 ) —
(0.3 )
Net change in short-term debt 64.6
—
19.5
—
84.1
Debt issuance costs (1.3 ) —
—
—
(1.3 )
Net intercompany borrowings (54.7 ) 69.3
(26.3 ) 11.7
—
Net cash (used in) provided by financing activities (26.0 ) 69.3
(9.8 ) 14.4
47.9
Effect of exchange rate changes on cash, cash equivalents and restricted cash —
—
3.1
—
3.1
Net change in cash, cash equivalents and restricted cash —
—
(1.4 ) —
(1.4 )
Cash, cash equivalents and restricted cash at beginning of year —
0.3
151.6
—
151.9
Cash, cash equivalents and restricted cash at end of period $ —
$ 0.3
$ 150.2
$ —
$ 150.5


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

~~Recently Adopted Accounting Pronouncements~~

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”, an amendment to existing guidance on the accounting for implementation, setup, and other upfront costs incurred in a cloud computing arrangement that is hosted by the vendor that is a service contract. Under the amendment, the requirement for capitalizing implementation costs incurred in a hosting environment that is a service contract is aligned with the requirements for capitalizing implementation costs incurred for an internal-use software license. This guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted this guidance at the beginning of the first quarter of 2020 and the adoption did not have a material impact on its Consolidated Financial Statements.

~~Table of Contents~~

~~TUPPERWARE BRANDS CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, an amendment to existing guidance on disclosure requirements on fair value measurement as part of its broader disclosure framework project, which aims to improve the effectiveness of disclosures in the notes to the financial statements. Under this amendment, certain disclosure requirements for fair value measurement were eliminated, modified and added. This guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted this guidance at the beginning of the first quarter of 2020 and the adoption did not have any impact on its Consolidated Financial Statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, an amendment to existing guidance for the measurement of credit losses on financial instruments and subsequent updates to that amendment. This guidance replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information when recording credit loss estimates. The new standard is effective for fiscal years and interim periods beginning after December 15, 2019. The Company adopted this guidance at the beginning of the first quarter of 2020 and the adoption did not have a material impact on its Consolidated Financial Statements.

~~Recently Issued Accounting Pronouncements Not Yet Adopted~~

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, an optional guidance for a limited period of time to ease the potential burden in accounting for reference rate reform on financial reporting. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The amendments should be applied on a prospective basis. The Company is currently evaluating the impact of the potential adoption of this amendment on its Consolidated Financial Statements.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, a new standard to simplify the accounting for income taxes. The guidance eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. This guidance is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this amendment on its Consolidated Financial Statements, including accounting policies and processes.


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

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 ended March ~~28, 2020,~~27, 2021, compared with the 13 weeks ended March ~~30, 2019,~~28, 2020, and changes in financial condition during the 13 weeks ended March ~~28, 2020.~~27, 2021. This information should be read in conjunction with the Consolidated Financial Statements in Item 1. Financial Statements.

The ~~Company's~~Company primarily designs innovative, functional, and environmentally responsible products to help store, serve, and prepare food. The core ~~sales~~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 ~~derived~~primarily sold directly to independent distributors, directors, managers and dealers (the “Sales Force”) throughout the world. Sales Force members purchase products at a discount from the ~~distribution of its products through independent sales organizations~~Company and ~~individuals, who may also be its customers, who~~ then ~~in turn,~~ sell them to ~~end consumers who are not members of its sales force.~~their customers. Sales methods can differ based on the market. The Company is largely dependent upon ~~these independent sales organizations~~the Sales Force and individuals to reach the end ~~consumers,~~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~~Company’s primary business drivers are the ~~size,~~ activity, diversity and productivity of its independent sales organizations.

In ~~2020,~~2021, the Company continued to sell directly and/or through its ~~sales force~~Sales Force as well as to end consumers via the ~~Internet~~internet and through business-to-business transactions, in which it sells products to a partner company.

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

The ~~global spread~~net positive impact of the novel coronavirus (COVID-19), which has been declared by the World Health Organization to be a “pandemic,” has spread to many countries and is impacting worldwide economic activity. Many governments have implemented policies intended to stop or slow the further spread of the disease, such as shelter-in-place orders, resultingCOVID-19 on net sales in ~~the temporary closure of schools and non-essential businesses, and these measures may remain in place for a significant period of time. During~~ the first quarter of ~~2020, the~~2021 was due to positive impact ~~of COVID-19 on the Company’s business was most pronounced~~ in ~~Europe~~North America and South America, partially offset by negative impact in Asia Pacific and Europe where the Company ~~experienced~~continued to experience partial or country-wide lockdowns of operations in various markets ~~including China, France, Italy, and the Philippines. The first quarter impact of COVID-19 largely~~which affected ~~March revenues,~~ financial results and ~~liquidity, specifically in the second half of the month.~~liquidity. While the duration and severity of this pandemic is uncertain, the Company currently expects that its results of operations in the second quarter of ~~2020 will have the most significant impact of the effects of COVID-19, and that subsequent periods will~~2021 may also be ~~negatively impacted.~~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.

~~A top priority for~~

Estimates included herein are those of the ~~Company as it navigates through the global COVID-19 pandemic is the safety of its employees~~Company’s management and ~~their families, sales force and consumers, and to mitigate the impact on its operations and financial results. The Company will continue to proactively respond~~are subject to the ~~situation~~risks and ~~may take further actions that alter the Company’s business operations~~uncertainties as ~~may be required by governmental authorities, or that the Company determines are~~described in the ~~best interests~~section titled Forward-Looking Statements in Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Table of ~~its employees, sales force and consumers.~~contents

Results of Operations


	13 weeks ended						Change				Foreign exchange impact		Change excluding the foreign exchange impact
(In millions, except per share amounts)	Mar 27, 2021			Mar 28, 2020			Amount		Percent				Amount		Percent
Net sales	$	460.3		$	375.9		$	84.4	22	%	$	8.2	$	76.2	20	%

Gross margin as percent of sales	70.2		%	65.5		%	N/A		4.7 pp		N/A		N/A		N/A

Selling, general and administrative expense as percent of net sales	54.2		%	64.6		%	N/A		(10.4) pp		N/A		N/A		N/A
Operating income (loss)	$	79.5		$	(0.7)		$	80.2	+		$	1.0	$	79.2	+
Net income (loss)	$	45.3		$	(7.8)		$	53.1	+		$	(0.8)	$	53.9	+
Diluted earnings (loss) per share	$	0.85		$	(0.16)		$	1.01	+		$	(0.02)	$	1.03	+

____________________

N/A - not applicable

pp - percentage points

+ - change greater than ±100%

13 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact
(In millions, except per share amounts) Mar 28,
2020 Mar 30,
2019
Net sales $ 375.9
$ 487.3
(22.9 )% (17.4 )% $ (32.2 )
Gross margin as percent of sales 65.5 % 66.9 % (1.4 ) pp n/a
n/a
DS&A as percent of sales 64.6 % 53.9 % 10.7
pp n/a
n/a
Operating income (loss) $ (0.7 ) $ 58.2
n/a
n/a
$ (6.4 )
Net income (loss) $ (7.8 ) $ 36.9
n/a
n/a
$ (4.7 )
Net income (loss) per diluted share $ (0.16 ) $ 0.76
n/a
n/a
$ (0.10 )

~~_________________________~~

Table of contents



~~n/a~~	~~not applicable~~
pp	~~percentage points~~

Net Sales

~~Reported~~

Net sales ~~decreased 22.9~~were $460.3 million and $375.9 million in the first quarters of 2021 and 2020, respectively. Excluding foreign exchange impact, sales increased $76.2 million or 20 percent, primarily due to:

•Argentina from increase in Sales Force activity and higher inflation

•Brazil from increase in Sales Force activity

•Europe from increase in business-to-business sales

•Malaysia & Singapore, Tupperware Mexico, and the United States and Canada, driven by higher recruiting and a more active Sales Force

•increase in net sales due to net positive impact from COVID-19 in first quarter of 2021 versus net negative impact in the first quarter of 2020 ~~compared with the first quarter of 2019. Excluding the impact of changes~~

•partially offset by lower sales in ~~foreign currency exchange rates, sales decreased 17.4 percent. The average impact of higher prices was about 3 percent.~~Asia Pacific, mainly in China from a net reduction in studio openings and lower productivity

The net ~~decrease in local currency sales was mainly driven by decreases in:~~

~~Brazil, from lower sales force activity and recruiting mainly due to increased competition and lower consumer spending~~

China, from less outlet openings, a shift in product mix, and lower consumer spending. China had the earliest impact of COVID-19 beginning in January and extending throughout the quarter. China was able to partially mitigate the impact of this health crisis by leveraging e-commerce and social media capabilities and launching support programs to outlet owners.

~~France and Switzerland, mainly from lower business-to-business sales compared with 2019 and France, from government mandated lock down due to COVID-19~~

~~Indonesia, from a less active sales force~~

~~Tupperware Mexico, from a less active and less productive sales force~~

~~the United States and Canada, from a smaller, less active and less productive sales force~~

~~The estimated~~positive impact to net sales in the first quarter of ~~2020~~2021 as a result of COVID-19 is estimated at ~~5pp~~2 percent. The average impact of ~~the decline versus~~higher prices was approximately 6 percent in the first quarter of ~~2019.~~ 2021.

The Company continues to monitor the effects of COVID-19 on its ~~reported~~ sales and has taken several steps to mobilize its resources to ensure adequate liquidity, business continuity and employee safety during this pandemic. ~~The~~As a result of the pandemic, the Company ~~continues to provide~~has seen a rapid adoption of digital tools and ~~training to~~techniques by its ~~sales force, where available, to enable~~Sales Force, which allows them to ~~connect with end consumers through social media~~reach and sell ~~through~~product solutions to more customers than ever before. Additionally, a positive consumer trend resulting from COVID-19 has been in the ~~Internet.~~rise of more people cooking at home, and consumers concerned with food storage and food safety. This, along with new sales and marketing techniques, resulted in a 19 percent increase in the Company's core sales (defined as net sales excluding business-to-business sales) excluding foreign exchange impact as compared with the first quarter of 2020.

A more detailed discussion of the sales results by ~~reporting~~ segment is included in the segment results section in ~~this Part I,~~ Item 2.

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

Gross Margin

Gross margin was $323.3 million and $246.2 million in the first quarters of 2021 and 2020, respectively. Gross margin as a percentage of sales was ~~65.5~~70.2 percent and ~~66.9~~65.5 percent in the first quarters of ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~factors leading to the 1.4pp decrease~~improvement of 4.7 percentage points ("pp") is primarily ~~reflected increased negative~~due to:

•lower overall manufacturing ~~variances, mainly volume, related to Brazil, Mexico~~costs

•lower inventory obsolescence costs in Europe and ~~United States and Canada,~~ North America

•partially offset by ~~lower~~higher resin ~~costs.~~

As discussed in Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this Report, the Company includes costs related to the distribution of its products in DS&A. As a result, the Company's gross margin may not be comparable with other companies that include these costs in ~~costs~~Asia, North America and South America

Selling, General and Administrative Expense

Selling, general and administrative expense was $249.4 million and $242.9 million in the first quarters of ~~products sold.~~

~~Operating Expenses~~

~~DS&A~~2021 and 2020, respectively. Selling, general and administrative expense as a percentage of sales was 54.2 percent and 64.6 percent in the first quarters of 2021 and 2020, respectively. The 10.4pp decrease is primarily due to:

•enterprise award from the local government in China which was initially expected in the fourth quarter of 2020 ~~compared with 53.9 percent~~

•lower regional operating costs in ~~2019. The 10.7 pp increase~~Europe driven by organizational realignment actions in ~~comparison primarily reflected:~~2020

~~increased administration~~•lower promotional expenses reflecting the benefits from implementation of right-sizing initiatives related to the Turnaround Plan and ~~other expenses mainly~~cancellation of certain events and travel due to ~~fees for professional services firms supporting business turnaround efforts, leadership transition costs, net reduction of long-term management incentive costs last year versus expense~~COVID-19, primarily in ~~2020~~China, Iberia, Italy, Mexico and ~~lower absorption of fixed costs (7.4 pp)~~the United States and Canada

~~increased~~•lower selling expenses mainly from ~~higher~~lower bad debt expense, primarily in France and Germany

•partially offset by higher ~~commissions~~distribution costs, primarily in ~~Indonesia reflecting the new compensation program and outlet support expenses in response to COVID-19 in China (3.6 pp)~~

~~increased distribution expenses mainly from lower fixed costs absorption predominantly impacting Brazil, Europe and~~ the United States and Canada ~~(1.6 pp)~~

~~Partially offset by decreased promotional expenses mainly in Indonesia reflecting the new compensation program, France, Germany and Mexico (1.9 pp)~~

The Company segregates ~~corporate operating expenses~~selling, general and administrative expense into allocated and unallocated ~~components~~expenses based upon the estimated time spent managing segment operations. The allocated ~~costs~~expenses are then apportioned on a local currency basis to each segment based primarily upon segment ~~revenues.~~net sales. The unallocated expenses reflect amounts unrelated to segment operations. ~~Operating expenses~~Selling, general and administrative expense to be allocated ~~are~~is determined at the beginning of the year based upon estimated expenditures.

Table of contents

Total unallocated expenses decreased $3.4 million in the first ~~quarter~~quarters of 2021 and 2020, ~~increased $16.6 million compared with 2019, reflecting:~~respectively, primarily due to:

~~non-recurring~~

•absence of fees for professional services firms supporting ~~business turnaround~~the Turnaround Plan efforts and ~~leadership~~CEO transition costs ~~( about $13.0 million)~~

•partially offset by a pre-tax loss on debt extinguishment of $2.1 million and higher expenses for management incentives ~~from a net reduction of long-term incentives last year versus expense this year~~

~~Specific segment impacts are~~

As discussed in ~~the segment results section in this Part I, Item 2.~~

~~Re-engineering~~Note 2: Shipping and Handling Costs

~~Refer to Note 7~~ to the Consolidated Financial Statements in ~~Part I,~~ Item 11. Financial Statements, the Company includes distribution costs of its products in selling, general and administrative expense. As a result, the Company’s gross margin may not be comparable with other companies which include this ~~Report, for a discussion~~expense in cost of ~~re-engineering activities~~products sold.

Re-engineering Charges

Re-engineering chargeswere $3.1 million and ~~accruals.~~

$3.9 million in the first quarters of 2021 and 2020, respectively. The multi-year decline in revenue ~~led~~and the ~~Company to evaluate its~~evaluation of the Company's operating structure ~~leading~~has led to actions designed to reduce costs, improve operating efficiency and otherwise turnaround ~~its~~the business. These actions often result in re-engineering ~~costs~~charges related to headcount reductions and to facility ~~downsizing~~down-sizing and closure, other costs that may be necessary in light of the revised operating landscape ~~including~~include structural changes impacting how ~~its sales force~~the Company's Sales Force operates, as well as related asset ~~write downs.~~write-downs. The Company may recognize gains or losses upon disposal of excess facilities or other activities directly related to its re-engineering efforts.

~~The Company recorded $3.9 million and $4.3 million in~~ These re-engineering charges ~~during the first quarters of 2020 and 2019, respectively. These re-engineering costs~~ were mainly related to the transformation program, which was announced in January 2019 and re-assessed in December 2019 (collectively the ~~"Turnaround Plan") and the July 2017 revitalization program ("2017 program"~~“Turnaround Plan”).

The ~~turnaround plan was launched with the focus to drive innovation, sales force engagement and consumer experiences through a contemporized and streamlined service model. Since the inception~~re-engineering charges were:


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Turnaround plan	$	1.6	$	3.3
Other	1.5		0.6

Total re-engineering charges	$	3.1	$	3.9

The key elements of the ~~turnaround plan,~~Turnaround Plan include: increasing the Company's right-sizing plans to improve profitability, accelerating the divestiture of non-core assets to strengthen the balance sheet, restructuring the Company’s debt to enhance liquidity, and structurally fixing the Company’s core business to create a ~~reassessment of~~more sustainable business model. The Turnaround Plan charges primarily related to severance costs and priorities has occurred with a shift from a segment to a global focus with increased emphasis on procurement, sourcing and organizational realignment. This plan is expected to run through 2021 and incur approximately $50.0 million in pretax cost, with 100 percent paid in cash.outside consulting services. The Company ~~incurred $3.3~~expects to incur $10.0 million to $15.0 million of additional Turnaround Plan charges in 2021.

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

(Gain) Loss on Disposal of Assets

(Gain) loss on disposal of assets was a gain of $8.7 million and ~~$1.2~~loss of $0.1 million in the first quarters of 2021 and 2020, ~~and 2019, respectively, primarily~~respectively. The gain in the first quarter of 2021 was related to ~~severance costs, outside consulting services, project team expenses,~~the sale of a manufacturing plant in France and ~~distributor support. Once fully executed,~~ the ~~plan is expected to enable annual local currency sales growth and to generate about $100.0 million in annualized savings.~~sale of the Avroy Shlain business.

~~In relation to the 2017 program, the Company incurred $0.6~~Loss on Debt Extinguishment

Loss on debt extinguishment was $2.1 million and ~~$3.1~~$0.0 million ~~of charges~~ in the first quarters of 2021 and 2020, ~~and 2019,~~ respectively. ~~Under this program,~~On February 28, 2021 the Company ~~has incurred $84.7~~made a payment of $34.0 million which reduced the Term Loan balance to $241.0 million as of ~~pretax costs starting~~March 27, 2021 from $275.0 million as of December 26, 2020. This resulted in a loss on debt extinguishment of $2.1 million in the second quarter of 2017 through first quarter of 2020 and expects to incur an additional $2.0 million of pretax re-engineering costs in the remaining of 2020. The annualized benefit of these actions has been approximately $36.0 million. After reinvestment of a portion of the benefits, improved profitability is reflected most significantly through lower cost of products sold, but also through lower DS&A; however, overall profitability has not risen in light of lower sales and higher costs.

~~Net Interest Expense~~

~~Net interest expense was $9.7 million~~ in the first quarter of ~~2020, an increase of $0.1~~2021.

Interest Expense

Interest expense was $11.8 million ~~compared to~~and $10.2 million in the first ~~quarter~~quarters of ~~2019.~~2021 and 2020, respectively. The increase in interest expense is related to higher amortization expense for the Term Loan unamortized debt issuance costs.

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Interest Income

Interest income was $0.3 million and $0.5 million in the first quarters of 2021 and 2020, respectively. Interest income is related to the ~~impact~~interest earned on the Company's cash balances.

Other (Income) expense, net

Other (income) expense, net was income of ~~higher interest on borrowings.~~$0.2 million and $2.1 million in the first quarters of 2021 and 2020, respectively. The Company records foreign currency translation impacts and pension costs in this line item.

Provision (Benefit) for Income Taxes

Provision (benefit) for income taxes was a provision of $20.8 million and a benefit of $0.5 million in the first quarters of 2021 and 2020, respectively. The effective tax rate was 31.5 percent and 6.0 percent in the first quarters of 2021 and 2020, respectively. The change in the effective tax rate in the first quarters of 2021 and 2020, respectively, was primarily due to:

•an increase in profitability for the first quarter ~~of 2020 was 5.4 percent compared with 28.9 percent for 2019. The decrease in the rate was primarily attributable to the overall decline in profitability for the quarter~~ ended March ~~28, 2020~~27, 2021 as compared to the same period last year, due to the Company’s turnaround efforts

•a favorable jurisdictional mix of earnings

•partially offset by losses in the United States that currently have no tax benefit, and ~~lower cash tax costs driven by lower profits.~~an unfavorable adjustment related to a continued limitation of interest expense deductions requiring a valuation allowance

~~As discussed in~~

Refer to Note 146: Income Taxes to the Consolidated Financial Statements in ~~Part I,~~ Item ~~1 of this Report, the Company's uncertain tax positions increase the potential~~1. Financial Statements for volatility in its tax rate. As such, it is reasonably possible that the effective tax rates in any individual quarter will vary from the full year expectation. At this time, the Company is unable to estimate what impact that may have on any individual quarter.further information.

Net Income (Loss)

Net income ~~decreased $44.7~~(loss) was income of $45.3 million and a loss of $7.8 million in the first ~~quarter~~quarters of 2021 and 2020, ~~compared with 2019, which included a $4.7 million negative impact on~~respectively. See above discussion for the ~~comparison from~~main drivers of changes in ~~foreign currency exchange rates.~~

~~The~~ net ~~decrease primarily reflected:~~

~~decreased segment profit in Asia Pacific, primarily in China~~

~~decreased segment profit for North America, primarily at Fuller Mexico and in the United States and Canada~~

~~decreased segment profit in Europe, primarily from lower business-to-business sales~~

increased unallocated expenses related to fees for professional services firms supporting business turnaround efforts, leadership transition costs and a net reduction of long-term management incentive costs last year versus expense in 2020

~~decreased segment profit, estimated at 25% of the total decline versus the first quarter of 2019, from the impact of COVID-19.~~

~~These decreases were partially offset by lower~~ income ~~taxes.~~

(loss). A more detailed discussion of the results by ~~reporting~~ segment is included in the segment results section ~~below in this Part I, Item 2.~~below.

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Segment Results

International operations generated 89.5 percent and 92.2 percent of sales in the first ~~quarter~~quarters of 2021 and 2020, ~~and 92.7 percent of sales in the first quarter 2019.~~respectively. These units generated 98.4 percent and 104.6 percent of ~~net~~ segment profit in the first ~~quarter~~quarters of 2021 and 2020, ~~and 97.7 percent of net segment profit in the first quarter of 2019.~~

respectively. The sale of beauty products generated 11.9 percent and 14.3 percent of sales in the first ~~quarter~~quarters of 2021 and 2020, respectively.

The Company continues focusing on its core business while considering strategic alternatives for non-core assets, including potential divestitures of its beauty and ~~13.6 percent~~personal care products businesses. During 2020, the beauty businesses in total generated $233.9 million in net sales and $15.4 million in operating income. The Company sold the Avroy Shlain beauty business for net cash of $30.5 million in February 2021. In 2021, the Company will continue its efforts to divest non-core assets, including its remaining beauty businesses.

See segment results discussion below for COVID-19 impact on each segment's net sales and profit in the first quarter of ~~2019.~~

~~Segment Results~~

~~The~~2021. While the duration and severity of this pandemic is uncertain, the Company ~~did see an impact to sales and profit results by reporting segment in the first quarter of 2020 as a result of COVID-19. Also, the Company~~currently expects that its results of operations in the second quarter of ~~2020 will reflect the most severe impact of the effects of COVID-19, and subsequent periods~~2021 may also be ~~negatively impacted.~~impacted by COVID-19. The Company continues to monitor the effects of COVID-19 on its ~~reported~~segment net sales and profit and has taken several steps to mobilize its resources to ensure adequate liquidity, business continuity and employee safety during this pandemic.

~~Europe~~

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(In millions) 13 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact Percent of total
Mar 28,
2020 Mar 30,
2019 2020 2019
Net sales $ 105.7
$ 138.6
(23.7 )% (19.4 )% $ (7.4 ) 28 28
Segment profit 2.5
17.7
(85.9 ) (85.0 ) (1.0 ) 9 24
Segment profit as percent of sales 2.4 % 12.8 % (10.4 ) pp n/a
n/a
n/a n/a
Asia Pacific

~~_________________________~~


													Change excluding the foreign exchange impact				Percent of total
(In millions)	13 weeks ended						Change				Foreign exchange impact						13 weeks ended
	Mar 27, 2021			Mar 28, 2020			Amount		Percent				Amount		Percent		Mar 27, 2021		Mar 28, 2020
Net sales	$	125.3		$	120.4		$	4.9	4	%	$	8.1	$	(3.2)	(2)	%	27	%	32	%
Segment profit	$	30.7		$	17.3		$	13.4	78	%	$	0.9	$	12.5	69	%	33	%	59	%
Segment profit as percent of net sales	24.5		%	14.4		%	N/A		10.1 pp		N/A		N/A		N/A		N/A		N/A

____________________



~~n/a~~	N/A - not applicable
pp	~~percentage points~~

~~Reported~~pp - percentage points

+ - change greater than ±100%

Net sales decreased 23.7 percent compared with the first quarter of 2019. Excluding the impact of changes in foreign currency exchange rates, sales decreased 19.4 percent compared with the first quarter of 2019. On average, the impact of higher prices was about 2 percent in the first quarter compared with 2019.

~~The net decrease in local currency sales was mainly driven by:~~

~~France~~were $125.3 million and ~~Switzerland, mainly from lower business-to-business sales compared with 2019 and France, from government mandated lock down due to COVID-19~~

Italy, mainly from a less active and less productive sales force negatively impacted by social gathering restrictions starting at the end of February and a country-wide lockdown by mid-March as a result of COVID-19

~~partial or country-wide lockdowns in March due to COVID-19~~

~~Segment profit decreased $15.2~~$120.4 million in the first ~~quarter~~quarters of 2021 and 2020, ~~versus 2019.~~respectively. Excluding ~~the~~foreign exchange impact, ~~of changes in foreign currency exchange rates, segment profit decreased $14.2 million compared to the first quarter of 2019, primarily driven by:~~

~~decreased business-to-business sales mainly in France and Switzerland with higher than average profitability~~

~~increased distribution mainly from lower fixed costs absorption and selling expenses from higher bad debt expense~~

~~impact from COVID-19~~

~~The Euro and South African rand were the main currencies that impacted the first quarter sales comparisons while the South African rand had a meaningful impact on profit comparisons.~~

~~Asia Pacific~~

(In millions) 13 weeks ended Change Change excluding the impact of foreign exchange Foreign exchange impact Percent of total
Mar 28,
2020 Mar 30,
2019 2020 2019
Net sales $ 120.4
$ 156.1
(22.9 )% (20.1 )% $ (5.4 ) 32 32
Segment profit 17.3
30.0
(42.3 ) (40.1 ) (1.1 ) 59 41
Segment profit as percent of sales 14.4 % 19.2 % (4.8 ) pp n/a
n/a
n/a n/a

~~______________________~~



~~n/a~~	~~not applicable~~
pp	~~percentage points~~

~~Reported~~ sales decreased ~~22.9~~$3.2 million or 2 percent, compared with the first quarter of 2019. Excluding the impact of changes in foreign currency exchange rates, sales decreased 20.1 percent. On average, the impact of higher prices was about 4 percent in the first quarter compared with 2019, primarily ~~related to less promotional pricing.~~due to:

~~The main drivers for the decrease in local currency sales were:~~

•China, from a net reduction in ~~outlet~~studio openings, lower productivity from a shift ~~in mix~~ to mid-priced products from premium priced products due to lower consumer spending trends

•Indonesia, mainly from disruption of Sales Force activities and ~~outlet activities disruption from COVID-19. China was able to~~ lower consumer spending, negatively impacted by COVID-19

•partially ~~mitigate the impact of this health crisis~~offset by ~~leveraging e-commerce~~Australia and ~~social media capabilities and launching support programs to outlet owners.~~

~~Indonesia and the Philippines,~~New Zealand, mainly from a ~~less~~more active ~~sales force~~Sales Force and the ~~Philippines, from mandated lock down due to COVID-19~~

use of digital tools, and Malaysia & Singapore, ~~due~~mainly from higher recruiting and a more active Sales Force

The COVID-19 impact to ~~a less active~~net sales ~~force~~is estimated at negative 1 percent in ~~addition to lower consumer spending~~

~~Partial or country-wide lockdowns due to COVID-19 negatively impacted all business units in this segment.~~

~~Segment profit decreased 42.3 percent compared with~~ the first quarter of ~~2019. Excluding the~~2021. The average impact of ~~changes~~higher prices was approximately 7 percent in the first quarter compared with 2020.

Segment profit was $30.7 million and $17.3 million in the first quarters of 2021 and 2020, respectively. Excluding foreign ~~currency~~ exchange ~~rates,~~impact, segment profit ~~decreased 40.1 percent,~~increased $12.5 million, primarily ~~reflecting:~~due to:

•ongoing benefits from the implementation of right-sizing initiatives related to the Turnaround Plan and lower promotional spending reflecting cancellation of certain events and travel due to COVID-19

•China, from an enterprise award from local government which was initially expected in the fourth quarter of 2020

•impact from ~~lower~~higher sales volume, ~~and shift in product mix in China, in addition to lower margins~~mainly from an increase in selling expenses driven by higher headcount and fees for professional services firms supporting business turnaround efforts and an increase in outlet support expenses related to COVID-19Malaysia & Singapore

~~lower sales volumes in Indonesia and the Philippines~~

~~impact from COVID-19~~

The Chinese ~~renminbi~~Renminbi had the most meaningful impact on the first quarter 2021 net sales and profit comparisons.

~~North America~~

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(In millions) 13 weeks ended Change Change excluding the impact of foreign exchange
Foreign exchange impact
Percent of total
Mar 28,
2020 Mar 30,
2019 2020 2019
Net sales $ 101.3
$ 119.6
(15.4 )% (10.5 )% $ (6.5 ) 27 25
Segment profit 6.5
17.4
(62.6 ) (57.8 ) (2.0 ) 22 23
Segment profit as percent of sales 6.4 % 14.5 % (8.1 ) pp n/a
n/a
n/a n/a
Europe

~~_________________________~~


													Change excluding the foreign exchange impact				Percent of total
(In millions)	13 weeks ended						Change				Foreign exchange impact						13 weeks ended
	Mar 27, 2021			Mar 28, 2020			Amount		Percent				Amount		Percent		Mar 27, 2021		Mar 28, 2020
Net sales	$	126.9		$	105.7		$	21.2	20	%	$	7.1	$	14.1	12	%	28	%	28	%
Segment profit	$	32.5		$	2.5		$	30.0	+		$	—	$	30.0	+		35	%	9	%
Segment profit as percent of net sales	25.6		%	2.4		%	N/A		23.2 pp		N/A		N/A		N/A		N/A		N/A

____________________



~~n/a~~	N/A - not applicable
pp	~~percentage points~~

pp - percentage points

~~Reported~~+ - change greater than ±100%

Net sales were $126.9 million and $105.7 million in the first quarters of 2021 and 2020, respectively. Excluding foreign exchange impact, sales increased $14.1 million or 12 percent, primarily due to:

•Commonwealth of Independent States, from increased Sales Force activity and expansion of studio channel

•Germany and Iberia, reflecting higher recruiting, increased Sales Force activity, and the use of digital tools

•Italy, from higher business-to-business sales

The COVID-19 impact to net sales is estimated at negative 3 percent in the first quarter of ~~2020 decreased 15.4 percent compared with the first quarter of 2019. Excluding the impact of changes in foreign currency exchange rates, sales decreased 10.5 percent.~~2021. The average impact of higher prices was ~~about 1 percent.~~

~~The net decrease in local currency sales was mainly driven by:~~

~~Tupperware Mexico, due to a less active and less productive sales force mainly from lower recruiting, negatively impacted by COVID-19 starting in mid-March~~

the United States and Canada, reflecting a smaller sales force from lower recruiting mainly due to fewer sales force members at or above manager level, resulting in a reduction in activity and productivity

~~This segment, along with South America, were the last to start being affected by COVID-19 in the first quarter, with a greater impact expected in the second quarter.~~

~~Reported and local currency segment profit decreased 62.6 percent and 57.8~~approximately 7 percent in the first quarter compared with 2020.

Segment profit was $32.5 million and $2.5 million in the first quarters of 2021 and 2020, ~~respectively, related~~respectively. Excluding foreign exchange impact, segment profit increased $30.0 million, primarily due to:

~~Fuller Mexico,~~

•impact from higher sales volume

~~the United States~~•Germany and ~~Canada,~~France, from lower ~~sales volume and lower gross margin driven by product mix~~bad debt expense

~~impact from COVID-19~~

The ~~Mexican peso~~Euro had the most meaningful impact on the first quarter 2021 net sales and profit comparisons.

~~South~~

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North America


																														Change excluding the foreign exchange impact				Percent of total
(In millions)	13 weeks ended						Change			Change excluding the impact of foreign exchange		Foreign exchange impact			Percent of total		(In millions)	13 weeks ended						Change				Foreign exchange impact						13 weeks ended
	Mar 28, 2020			Mar 30, 2019											2020	2019		Mar 27, 2021			Mar 28, 2020			Amount		Percent				Amount		Percent		Mar 27, 2021		Mar 28, 2020
Net sales	$	48.5		$	73.0		(33.5	)%		(19.2	)%	$	(12.9	)	13	15	Net sales	$	146.5		$	101.3		$	45.2	45	%	$	1.3	$	43.9	43	%	32	%	27	%
Segment profit	3.0			8.9			(66.3	)		(58.9	)	(1.6		)	10	12	Segment profit	$	17.7		$	6.5		$	11.2	+		$	0.3	$	10.9	+		19	%	22	%
Segment profit as percent of sales	6.2		%	12.2		%	(6.0	)	pp	n/a		n/a			n/a	n/a
Segment profit as percent of net sales																	Segment profit as percent of net sales	12.1		%	6.4		%	N/A		5.7 pp		N/A		N/A		N/A		N/A		N/A

____________________

~~_________________________~~N/A - not applicable

pp - percentage points



~~n/a~~	~~not applicable~~
pp	~~percentage points~~

+ - change greater than ±100%

~~Reported~~

Net sales ~~for~~were $146.5 million and $101.3 million in the ~~segment decreased 33.5~~first quarters of 2021 and 2020, respectively. Excluding foreign exchange impact, sales increased $43.9 million or 43 percent, primarily due to:

•Fuller Mexico and Tupperware Mexico, from higher recruiting and Sales Force activity

•the United States and Canada, reflecting higher recruiting, increased activity, and leveraging of digital tools

The COVID-19 impact to net sales is estimated at positive 11 percent in the first quarter of 2020. Excluding the impact of changes in foreign currency exchange rates, sales decreased 19.2 percent, reflecting lower sales force activity and recruiting in Brazil due to increased competition, the need for digitization to attract and retain the sales force, and unfavorable macroeconomic trends, including lower consumer spending.2021. The average impact of higher prices was ~~about 3 percent. This segment had the least impact from COVID-19~~approximately 2 percent in the first quarter ~~of 2020,~~compared with ~~a greater impact expected~~2020.

Segment profit was $17.7 million and $6.5 million in the ~~second quarter.~~

~~Reported~~first quarters of 2021 and 2020, respectively. Excluding foreign exchange impact, segment profit ~~decreased $5.9~~increased $10.9 million, primarily due to:

•Fuller Mexico, Tupperware Mexico, and the United States and Canada, from higher sales volume and higher gross margin

•partially offset by higher distribution costs in the United States and Canada, reflecting an increase in the number of orders shipped, a change in order profile, and freight surcharges

The Canadian Dollar had the most meaningful impact on the first quarter 2021 net sales and profit comparisons.

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South America


													Change excluding the foreign exchange impact				Percent of total
(In millions)	13 weeks ended						Change				Foreign exchange impact						13 weeks ended
	Mar 27, 2021			Mar 28, 2020			Amount		Percent				Amount		Percent		Mar 27, 2021		Mar 28, 2020
Net sales	$	61.6		$	48.5		$	13.1	27	%	$	(8.3)	$	21.4	53	%	13	%	13	%
Segment profit	$	11.6		$	3.0		$	8.6	+		$	(0.3)	$	8.9	+		13	%	10	%
Segment profit as percent of net sales	18.8		%	6.2		%	N/A		12.6 pp		N/A		N/A		N/A		N/A		N/A

____________________

N/A - not applicable

pp - percentage points

+ - change greater than ±100%

Net sales were $61.6 million and $48.5 million in the first quarters of 2021 and 2020, respectively. Excluding foreign exchange impact, sales increased $21.4 million or ~~66.3~~53 percent, primarily due to:

•Argentina, from increased Sales Force activity, including from higher prices due to inflation

•Brazil, reflecting higher Sales Force activity and the use of digital tools

The COVID-19 impact to net sales is estimated at positive 2 percent in the first quarter of ~~2020. Excluding the~~2021. The average impact of ~~changes~~higher prices was approximately 9 percent in the first quarter compared with 2020.

Segment profit was $11.6 million and $3.0 million in the first quarters of 2021 and 2020, respectively. Excluding foreign ~~currency~~ exchange ~~rates,~~impact, segment profit ~~decreased 58.9 percent,~~increased $8.9 million, primarily ~~reflecting the impact~~due to:

•Argentina, from ~~lower~~higher sales volume and ~~lower~~higher gross margin ~~driven by unfavorable product mix~~

•Brazil, reflecting higher sales volume

•ongoing benefits from the implementation of right-sizing initiatives related to the Turnaround Plan and ~~higher product costs in Brazil.~~lower promotional spending reflecting cancellation of certain events and travel due to COVID-19

The ~~Argentine peso and~~Brazilian Real had the ~~Brazilian real were the main currencies that impacted~~most meaningful impact on the first quarter 2021 net sales ~~comparisons while the Brazilian real had a meaningful impact on~~and profit comparisons.

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Financial Condition

Liquidity and Capital ~~Resources:~~Resources

The Company's net working capital position ~~decreased~~increased by ~~$41.9~~$46.0 million compared with the end of ~~2019.~~2020. Excluding ~~the~~foreign exchange impact, ~~of changes in foreign currency exchange rates,~~ net working capital ~~decreased $26.4~~increased $36.8 million, primarily reflecting:

•a ~~$57.5 million~~$31.7 increase in ~~short-term borrowings,~~inventory due to changes in net sales and timing of ~~cash~~inventory shipments

•a $11.6 increase in non-trade amounts receivable, net due to higher value added tax balances in Mexico and ~~cash equivalents~~the Philippines and the expected receipt of value added tax on the sale of a manufacturing plant in France

•a ~~$1.4 million decrease in accounts receivable driven by lower sales at quarter-end, including from the impact of COVID-19~~

~~These were partially offset by favorable impacts from:~~

~~a $7.9 million net~~$21.9 decrease in accounts payable ~~and accrued liabilities~~ due to ~~the~~due to timing of payments ~~around year-end, lower purchases and overall reduction in discretionary spending,~~

•partially offset by ~~higher accruals for professional services in support of business turnaround efforts~~

a ~~$12.1~~$24.3 million increase in ~~receivables related~~current debt and finance lease obligations due to ~~the net amounts on the balance sheet for hedging activities~~

~~a $7.7 million~~an increase in ~~inventory mainly related to lower than expected sales trends, including from~~borrowings under the ~~impact of COVID-19, and timing of sales and shipments~~Credit Agreement

~~a $4.8 million increase in non-trade receivables and prepaid expenses driven by timing of payments~~

On ~~March 20,~~February 26, 2020, S&P downgraded the Company’s credit rating from BB+ to B and placed all of its ratings on Credit Watch with negative implication. On February 27, 2020 Moody’s downgraded the Company’s credit rating from ~~Ba3~~Baa3 to ~~B3. On April 6, 2020, S&P downgraded~~B1. Subsequent to those dates, the Company’s credit ratings have changed further by S&P and Moody’s, with S&P’s rating ~~from~~of the Company currently at B with a positive outlook, and Moody’s rating of the Company currently at B3 with a stable outlook. If the Company faces downgrades in its credit rating, the Company could also experience further strains on its liquidity and capital resources, higher cost of capital and decreased access to ~~CCC+. Although each downgrade exceeded the threshold~~capital markets.

Debt Summary

The debt portfolio consisted of:


	As of
(In millions)	March 27, 2021		December 26, 2020
Term loan	$	241.0	$	275.0
Credit agreement	451.1		423.3
Finance leases (a)	2.9		3.3

Unamortized debt issuance costs	(15.0)		(18.3)
Total debt	$	680.0	$	683.3

Current debt and finance lease obligations	$	452.5	$	424.7
Long-term debt and finance lease obligations	227.5		258.6
Total debt	$	680.0	$	683.3

____________________

(a)See Note 17: Leases for ~~additional guarantee~~further details.

Term Loan

On December 3, 2020 (the “Closing Date”), Angelo, Gordon & Co., L.P. and JPMorgan Chase Bank, N.A. (the “Lenders”) and Alter Domus (US) LLC, as administrative agent and collateral ~~requirements~~agent, entered into the following term loan credit facilities with the Company and its affiliates:

•a secured term loan facility in an aggregate principal amount of $200.0 million with the Company as borrower (the “Parent Term Loan”); and

The Company used the aggregate borrowings of $275.0 million from the Term Loan and cash on hand to retire outstanding Senior Notes (as defined below). The Term Loan has an original issue discount and commitment fee of 4.5% or $12.4 million which has been recorded as a contra liability to the carrying value of the Term Loan and is included in the unamortized debt issuance costs balance noted above. The original issue discount and related debt issuance costs will be ~~triggered~~amortized over the term of the Term Loan. The Term Loan matures on December 3, 2023. The Company has prepayment options, as well as mandatory prepayments at the option of the

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Lenders. The prepayments have premium protections depending on the timing of the prepayment and the source of cash used for prepayment.

Interest is payable quarterly in arrears and on maturity. The Company has the option, to pay interest equal to either:

•the aggregate borrowing rate (“ABR”), determined by reference to the highest of:

a.the “United States Prime Lending Rate” published by The Wall Street Journal,

b.the federal funds effective rate from time to time plus 0.50% per annum, and

c.the one-month Eurodollar Rate, plus 1.00% per annum, which shall, regardless of rate used, be no less than 2.0% per annum, or

•a Eurodollar Rate for a specified period appearing on Reuters Screen LIBOR01 Page, which shall be no less than 1.00% per annum, in each case, plus an applicable margin.

•for ABR borrowings, either:

a.7.75% per annum, if the consolidated leverage ratio is greater than 2.75 to 1.00 or

b.7.25% per annum, if the consolidated leverage ratio is less than or equal to 2.75 to 1.00 and

•for Eurodollar Rate borrowings, either:

a.8.75% per annum, if the consolidated leverage ratio is greater than 2.75 to 1.00 or

b.8.25% per annum, if the consolidated leverage ratio is less than or equal to 2.75 to 1.00.


	As of
(In millions)	March 27, 2021
Term loan retirement amount	$	34.0
Less: Cash paid	34.0
Less: Costs incurred	2.1
Loss on debt extinguishment (pre-tax)	$	(2.1)

Earnings (loss) per share from loss on debt extinguishment	$	(0.04)

Credit Agreement

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LLC, as syndication agents, joint lead arrangers and joint bookrunners. The Credit Agreement replaces the credit agreement dated September 11, 2013, and as amended (the “Old Credit Agreement”), and, other than an increased aggregate amount that may be borrowed, an improvement in the consolidated leverage ratio covenant and a slightly more favorable commitment fee rate, has terms and conditions similar to that of the Old Credit Agreement. The Credit Agreement makes available to the Company and the Subsidiary Borrowers a committed credit facility in an aggregate amount of $650.0 million (the “Facility Amount”). The Credit Agreement provides (i) a revolving credit facility, available up to the full amount of the Facility Amount, (ii) a letter of credit facility, available up to $50.0 million of the Facility Amount, and (iii) a swingline facility, available up to $100.0 million of the Facility Amount. Each of such facilities is fully available to the Company and the Facility Amount is available to the Subsidiary Borrowers up to an aggregate amount not to exceed $325.0 million. With the agreement of its lenders, the Company is permitted to increase, on up to three occasions, the Facility Amount by a total of up to $200.0 million (for a maximum aggregate Facility Amount of $850.0 million), subject to certain conditions. Total Credit Agreement borrowings included Euro dominated debt of $129.1 million and $160.3 million as of March 27, 2021 and December 26, 2020, respectively.

Loans made under the Credit Agreement will be composed of (i) “Eurocurrency Borrowings”, bearing interest determined in reference to the LIBOR or the EURIBOR rate for the applicable currency and interest period, plus a margin, and/or (ii) “ABR Borrowings”, bearing interest at the ~~time~~sum of (A) the greatest of (x) the Prime Rate, (y) the NYFRB rate plus 0.5 percent, and (z) adjusted LIBOR on such day (or if such day is not a business day, the immediately preceding business day) for a deposit in United States Dollars with a maturity of one month plus 1.0 percent, and (B) a margin. The applicable margin in each case will be determined by reference to a pricing schedule and will be based upon the better for the Company of (a) the Consolidated Leverage Ratio (computed as consolidated funded indebtedness of the ~~downgrade~~Company and its subsidiaries to the consolidated EBITDA (as defined in the Credit Agreement) of the Company and its subsidiaries for the four fiscal quarters then most recently ended) for the fiscal quarter referred to in the quarterly or annual financial statements most recently delivered, or (b) the Company’s then existing long-term debt securities rating by Moody’s Investor Service, Inc. or Standard and Poor’s Financial Services, Inc. Under the Credit Agreement, the applicable margin for ABR Borrowings ranges from 0.375 percent to 0.875 percent, the applicable margin for Eurocurrency Borrowings ranges from 1.375 percent to 1.875 percent, and the applicable margin for the commitment fee ranges from 0.150 percent to 0.275 percent. Loans made under the swingline facility will bear interest, if denominated in United States Dollars, at the same rate as an ABR Borrowing and, if denominated in another currency, at the same rate as a Eurocurrency Borrowing. As of March 27, 2021, the Company had ~~already~~a weighted average interest rate of 2.0 percent with a base rate spread of 188 basis points on LIBOR-based borrowings under the Credit Agreement that has a final maturity date of March 29, 2024.

Similar to the Old Credit Agreement, the Credit Agreement contains customary covenants that, among other things, limit the ability of the Company’s subsidiaries to incur indebtedness and limit the ability of the Company and its subsidiaries to create liens on and sell assets, engage in certain liquidations or dissolutions, engage in certain mergers or consolidations, or change lines of business. These covenants are subject to significant exceptions and qualifications.

On February 28, 2020, the Company amended the Credit Agreement (the “Amendment”) in order to modify certain provisions, including the consolidated leverage ratio covenant. Previously, the Company had to maintain, at specified measurement periods, a Consolidated Leverage Ratio that was not greater than or equal to 3.75 to 1.00. Following the Amendment, the Company is required to maintain at the last day of each quarterly measurement period a Consolidated Leverage Ratio not greater than or equal to the ratio as set forth below opposite the period that includes such day (or, if such day does not end on ~~February 28, 2020. Among other things,~~ the last day of the calendar quarter, that includes the last day of the calendar quarter that is nearest to such day):


Period			Consolidated Leverage Ratio
From the second amendment effective date to and including June 27, 2020			5.75 to 1.00
September 26, 2020			5.25 to 1.00
December 26, 2020			4.50 to 1.00
March 27, 2021			4.00 to 1.00
June 26, 2021 and thereafter			3.75 to 1.00

Under the Credit Agreement and consistent with the Old Credit Agreement, Dart Industries Inc. (the “Guarantor”) unconditionally guarantees all obligations and liabilities of the Company and the Subsidiary Borrowers relating to the Credit Agreement, supported by a security interest in certain “Tupperware” trademarks and service marks. The Amendment eliminated the requirement that a Non-Investment Grade Ratings Event, as defined in the Credit Agreement, must occur before the Company is required to cause the Additional Guarantee and Collateral Requirement, as defined in the Credit Agreement, to be satisfied. ~~As a result,~~Pursuant to the Amendment, the Company is required to cause certain of its domestic subsidiaries to become guarantors and the Company and certain of its domestic subsidiaries are required to pledge additional ~~collateral.~~collateral (the “Additional Guarantee and Collateral”).

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For purposes of the Credit Agreement, consolidated EBITDA represents earnings before interest, income taxes, depreciation and amortization, as adjusted to exclude unusual, non-recurring gains as well as non-cash charges and certain other items. The ~~Amendment also modified~~Company is in compliance with the financial ~~covenant. Previously,~~covenants in the ~~Company had to maintain at specified measurement periods a Consolidated Leverage Ratio that was not greater than or equal to 3.75 to 1.00.~~Credit Agreement. The Credit Agreement was amended to prevent the Company from exceeding the Consolidated Leverage Ratio for the four fiscal quarters ending in March ~~2020.~~2020, and continuing through the calculation for the four fiscal quarters ending in March 2021. If the Company had exceeded the Consolidated Leverage Ratio, this could have constituted an Event of Default, potentially resulting in a ~~cross default~~cross-default under cross-default provisions with respect to other of the ~~Company's~~Company’s debt obligations, giving the lenders the ability to terminate the revolving commitments, accelerate outstanding amounts under the Credit Agreement, exercise certain remedies relating to the collateral securing the Credit Agreement and require the Company to post cash collateral for all outstanding letters of credit. In addition to the relief provided in the Amendment, the Company has reduced certain operating expenses beginning in 2020 and could use available cash, including repatriating cash held outside of the United States, to make debt repayments to lower its Consolidated Leverage Ratio. ~~Following the Amendment, the~~

The Company is required to maintain at the last day of each quarterly measurement period a Consolidated Leverage Ratio not greater than or equal to the ratio as set forth below opposite the period that includes such day (or, if such day does not end on the last day of the calendar quarter, that includes the last day of the calendar quarter that is nearest to such day):



~~Period~~	~~Consolidated Leverage Ratio~~
~~From the Amendment effective date to and including June 27, 2020~~	~~5.75 to 1.00~~
~~September 26, 2020~~	~~5.25 to 1.00~~
~~December 26, 2020~~	~~4.50 to 1.00~~
~~March 27, 2021~~	~~4.00 to 1.00~~
~~June 26, 2021 and thereafter~~	~~3.75 to 1.00~~

~~See the Company’s Form 8-K with a filing date of March 2, 2020 for more information.~~

~~As of March 28, 2020, the Company had total~~routinely increases its revolver borrowings ~~of $388.1 million outstanding~~ under the Credit Agreement ~~with $245.1 million~~during each quarter to fund operating, investing and financing activities and uses cash available at the end of ~~that amount denominated in Euro.~~each quarter to temporarily reduce borrowing levels. As a result, the Company incurs more interest expense and has higher foreign exchange exposure on the value of its cash and debt during each quarter than would relate solely to the quarter end balances.

At March ~~28, 2020,~~27, 2021, the Company had a weighted average interest rate of 2.0 percent with a base rate spread of 150 basis points on LIBOR-based borrowings under the Credit Agreement. As of March 28, 2020, and currently, the Company was in compliance with the financial covenants in the Credit Agreement.

~~At March 28, 2020, the Company had $318.4~~$222.2 million of unused lines of credit, including ~~$260.6~~$180.7 million under the committed, secured Credit Agreement, and ~~$57.8~~$41.5 million available under various uncommitted lines around the world. With the agreement of its lenders, the Company is permitted to increase its borrowing capacity under the Credit Agreement by a total of up to $200.0 million (for a maximum aggregate Facility Amount of $850.0 million) subject to certain conditions.

Senior Notes

The Company ~~has~~had outstanding ~~approximately~~ $600.0 million aggregate principal amount of 4.75% senior notes (the “Senior Notes”). outstanding as of March 28, 2020. The Senior Notes ~~will~~were to mature on June 1, 2021. The Senior Notes were issued under an indenture (the “Indenture”), by and among the Company, ~~its 100 percent subsidiary,~~ the Guarantor and Wells Fargo Bank, N.A., as trustee. As security for its obligations under the guarantee of the Senior Notes, the Guarantor ~~has~~had granted a security interest in certain “Tupperware” trademarks and service marks. As security for its obligations under the guarantee of the Credit Agreement, the Guarantor ~~has~~had granted a security interest in those certain “Tupperware” trademarks and service marks as well. The security interest may be released under certain customary circumstances specified in the Indenture. These customary circumstances include payment in full of principal of and premium, if any, and interest on the Senior Notes. The Indenture ~~includes,~~included, among others, covenants that limit the ability of the Company and its subsidiaries to (i) incur indebtedness secured by liens on certain real property, (ii) enter into certain sale and leaseback transactions, (iii) with respect to the Company only, consolidate or merge with another entity, or sell or transfer all or substantially all of its properties and assets and (iv) sell the capital stock of the Guarantor or sell or transfer all or substantially all of its assets or properties. ~~See Note 8 to~~

During the ~~Consolidated Financial Statements in Part II, Item 8~~second, third, and fourth quarters of 2020 the Company retired its Senior Notes in the ~~Company's Annual Report~~aggregate principal amount of $600.0 million through tender offers, open-market purchases, and redemption by using cash on ~~Form 10-K for the year ended December 28, 2019 filed with the SEC (the “2019 Form 10-K”) for further details regarding the Senior Notes.~~

Whether the Company will be able to repay or refinance the Senior Notes will depend on economic, financial, competitive and other factors that may be beyond its control, including the COVID-19 pandemic, and on the Company’s financial performance at the time. The COVID-19 pandemic and measures implemented to slow the spread of COVID-19 may negatively impact the Company's ability to repay or refinance the Senior Notes. The extent to which the COVID-19 pandemic ultimately impacts the Company’s ability to repay or refinance the Senior Notes will depend on future developments, which are highly uncertain and cannot be predicted with certainty. Any refinancing of the Senior Notes may be at a higher interest rate and may require the Company to comply with additional covenants and obligations, which could further restrict the Company's business operations. If the Company is unable to repay or refinance the Senior Notes, the holders of the Seniors Notes may pursue certain remedies relating to the collateral securing the guaranty of the Senior Notes or pursue other remedies, in each case in accordance with the Indenturehand and the ~~documents relating to such collateral, all of which could have a material adverse effect on~~proceeds from the ~~Company.~~

Given the fast-moving nature of the COVID-19 pandemic and the resulting uncertainty on financial markets and the economy as a whole, the Company’s capital position and availability of capital to fund the Company’s liquidity requirements, including repayment or refinancing of the Senior Notes, could be adversely impacted.Term Loan received in December 2020. The Company ~~is taking proactive measures to maximize liquidity~~recognized a gain on debt extinguishment of $40.0 million, $9.9 million and ~~increase available cash by reducing costs~~loss on debt extinguishment of $9.7 million in the second, third, and ~~spending across the organization.~~fourth quarters of 2020, respectively.

~~See Note 10 to the Consolidated Financial Statements in Part I, Item 1 of this Report for further details regarding the Company's debt.~~

Cash

The Company monitors the third-party depository institutions that hold its cash and cash equivalents with an emphasis primarily on safety and liquidity of principal and secondarily on maximizing yield on those funds. The Company diversifies its cash and cash equivalents among counterparties, which minimizes exposure to any one of these entities. Furthermore, the Company is exposed to financial market risk resulting from changes in interest rates, foreign currency rates, and the possible liquidity and credit risks of its counterparties. The Company believes that it has sufficient liquidity to fund its working capital, capital spending needs and current and anticipated restructuring actions. This liquidity includes ~~to the extent that it is accessible, its~~a cash and cash equivalents ~~which totaled $174.5~~balance of $154.8 million as of March ~~28, 2020,~~27, 2021, cash flows from operating activities, and access to its Credit Agreement, as well as access to other various uncommitted lines of credit around the world. The Company has not experienced any limitations on its ability to access its committed facility.

Cash and cash equivalents ~~(“cash”) totaled $174.5 million~~balance as of March ~~28, 2020. Of this amount, $170.1~~27, 2021 includes $154.2 million ~~was~~ held by foreign subsidiaries. Of the cash held outside the United States, less than 1 percent was deemed ineligible for repatriation. Other than deferred tax liability of ~~$8.8~~$12.9 million for the withholding tax liability for future distribution of unrepatriated foreign earnings, no ~~U.S.~~United States federal income taxes or other foreign taxes have been recorded related to permanently reinvested earnings.

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The Company’s most significant foreign currency exposures include:

•Brazilian ~~real~~Real

•Chinese ~~renminbi~~Renminbi

•Indonesian ~~rupiah~~Rupiah

•Malaysian ~~ringgit~~Ringgit

•Mexican ~~peso~~Peso

•South African ~~rand~~Rand

Business units in which the Company generated at least ~~$100~~$100.0 million of sales in ~~2019~~2020 included:

~~Brazil~~

~~China~~•Brazil

•China

•Fuller Mexico

•Tupperware Mexico

•the United States and Canada

A significant downturn in the Company’s business in these units would adversely impact its ability to generate operating cash flows. Operating cash flows would also be adversely impacted by significant difficulties in the additions to and retention and activity of the Company’s independent ~~sales force~~Sales Force or the success of new products, promotional programs, and/or ~~possibly~~ changes in ~~sales force~~Sales Force compensation programs. See also Item 1A. Risk Factors.

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The Company has taken, and plans to continue to take, certain measures, to enhance its liquidity position and provide additional financial flexibility, including in response to the impact of COVID-19, including reductions in discretionary spending, revisiting investment strategies, the potential sale of land, and reducing payroll costs, including through organizational redesign, employee furloughs and permanent reductions in employee headcount. As of March 28, 2020, the Company is in compliance with its financial covenants under its Credit Agreement. The Company currently forecasts that it will be in compliance with its financial covenants for at least one year from the issuance of these interim financial statements, after taking into consideration the measures noted above. If the impact of COVID-19 is more severe than currently forecasted

Cash Flow Activity

~~this may impact the Company’s compliance with its financial covenants~~


	13 weeks ended
(In millions)	March 27, 2021		March 28, 2020
Net cash used in operating activities	$	(13.6)	$	(47.0)
Net cash provided by (used in) investing activities	$	33.0	$	(7.7)
Net cash provided by (used in) financing activities	$	(3.1)	$	119.0
Effect of exchange rate changes on cash, cash equivalents and restricted cash	$	(4.1)	$	(12.4)
Net change in cash, cash equivalents and restricted cash	$	12.2	$	51.9

~~which could have a material adverse effect on the Company.~~ Additionally, during the beginning of the second quarter of 2020, on March 30, 2020, the Company drew $225.0 million of revolving loans under its Credit Agreement, $175.0 million of which was drawn as a proactive measure given the uncertain environment resulting from the COVID-19 pandemic and to provide the Company with further financial flexibility. See Part II, Item 1A under “The Outbreak of the Novel Coronavirus (COVID-19) Pandemic” for more information regarding COVID-19 and how it could affect the Company’s business, financial condition, results of operations, cash flows and liquidity.

Operating ~~Activities:~~Activities

Net cash from operating activities ~~in the first quarters~~was an outflow of ~~2020~~$13.6 million and ~~2019 were outflows~~an outflow of $47.0 million in the year-to-date period ended March 27, 2021 and ~~$40.1 million,~~March 28, 2020, respectively. The net ~~unfavorable~~favorable comparison was primarily due ~~to an unfavorable~~to:

•a favorable impact from ~~lower~~higher segment profit

•change in deferred taxes

•partially offset by ~~a reduction~~an increase in ~~accounts receivable driven by lower~~inventory to support higher sales ~~and increased collection activity and lower cash tax payments.~~volume

Investing ~~Activities:~~Activities

During the ~~quarter~~year-to-date period ended March 27, 2021, the Company had $7.4 million of capital expenditures primarily consisting of:

•$3.7 million related to molds used in the manufacturing of products

•$2.9 million related to machinery and equipment

•$0.6 million related to global information technology projects

•$0.2 million related to buildings and improvement including land development near the Company headquarters in Orlando, Florida

During the year-to-date period ended March 27, 2021, the Company had $40.4 million proceeds from the sale of long-term assets primarily consisting of:

•$30.5 million from the sale of Avroy Shlain business

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

During the year-to-date period ended March 28, 2020, the Company had $8.2 million of capital expenditures ~~invested in:~~primarily consisting of:

•$3.6 million related to global information technology projects

•$2.7 million related to molds used in the manufacturing of products

•$1.7 million related to buildings and improvements, and other machinery and equipment

•$0.2 million primarily related to land development near the ~~Company's~~Company headquarters in Orlando, Florida ~~headquarters~~

During the ~~quarter~~year-to-date period ended March ~~30, 2019,~~28, 2020, the Company had ~~$12.9~~$0.5 million ~~of capital expenditures consisting of:~~

~~$5.8 million related to molds used in the manufacturing of products~~

~~$4.3 million on various global information technology projects~~

~~$0.6 million related to the land development near the Company's Orlando, Florida headquarters~~

~~$1.1 million related to supply chain capabilities, excluding molds~~

~~$1.1 million related to various expenditures consisting primarily of vehicles~~

~~Partially offsetting capital spending were~~ proceeds from the sale of long-term ~~assets~~assets.

Financing Activities

During the year-to-date period ended March 27, 2021, the Company had $3.1 million of ~~$0.5~~outflow primarily consisting of:

•$34.0 million ~~and $0.6~~outflow related to repayments for the Term Loan

•partially offset by $32.4 million ~~in 2020 and 2019, respectively.~~inflow related to short term debt

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~~Financing Activities:~~
~~Dividends paid~~

During the year-to-date period ended March 28, 2020, the Company had $119.0 million of inflow primarily related to ~~shareholders was $33.9~~$121.0 million increase in ~~the first quarter of 2019.~~ short term debt.

Dividends

The Company suspended its dividend beginning in the fourth quarter of 2019. The Company also increased revolver borrowings by $121.0 million and $84.1 million in the first quarters of 2020 and 2019, respectively, for the funding of operating, investing and financing activities.

Stock Repurchases

Open market ~~share~~stock repurchases by the Company were permitted under an authorization that ran through February 1, 2020 and allowed up to $2.0 billion to be spent and was not extended. ~~Under this program, there~~No stock repurchases were ~~no share repurchases in the first quarters of 2020 or 2019.~~done after 2018. Since 2007, the Company has spent $1.39 billion to repurchase 23.8 million shares under this program.

~~Repurchases~~

Stock repurchases under the Company’s ~~stock~~ incentive ~~programs~~plans are made when employees use shares to satisfy the minimum statutorily required withholding taxes. In the ~~first quarters of~~year-to-date period ended March 27, 2021 and March 28, 2020, 44,999 and ~~2019,~~ 1,127 ~~and 23,088~~ shares were retained to fund withholding taxes, totaling ~~$0.01~~$1.4 million and ~~$0.70~~$0.0 million, respectively.

New Pronouncements

Refer to Note 191: Summary of Significant Accounting Policies to the Consolidated Financial Statements in ~~Part I,~~ Item 11. Financial Statements for further information.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Interest Rate Risk

Loans taken under the Credit Agreement are of a short duration and bear interest under a formula that includes, at the Company's option, one of four different base rates, plus an applicable spread. The Company generally selects LIBOR as its base rate. As of March ~~28, 2020,~~27, 2021, the Company had a weighted average interest rate of 2.0 percent with a base rate spread of ~~150~~188 basis points on its ~~U.S. dollar~~United States Dollar and ~~euro~~Euro denominated LIBOR/EURIBOR-based borrowings under the Credit Agreement.

On July 27, 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced that it would phase-out LIBOR by the end of 2021. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021, or if alternative rates or benchmarks will be adopted. Changes in the method of calculating LIBOR, or the replacement of LIBOR with an alternative rate or benchmark, may adversely affect interest rates. The Company cannot predict the effect of the potential changes to LIBOR or the establishment of alternative rates or benchmarks. The Credit Agreement allows for the use of select alternative rates and benchmarks and based on the assessment of such rates and benchmarks, the Company does not expect a material impact from the phase-out of LIBOR.

As of March ~~28, 2020,~~27, 2021, the Company had total borrowings of ~~$388.1~~$451.1 million outstanding under its Credit Agreement, with ~~$245.1~~$129.1 million denominated in Euro. If short-term interest rates varied by 10 percent, which in the ~~Company's~~Company’s case would mean short duration ~~U.S. dollar~~United States Dollar and ~~euro~~Euro LIBOR, with all other variables remaining constant, the Company's annual interest expense would not be significantly impacted.

Foreign Exchange Rate Risk

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

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

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

While the ~~Company's~~Company’s derivatives that hedge a portion of its equity in its foreign subsidiaries and its fair value hedges of balance sheet risks all work together to mitigate its exposure to foreign exchange gains or losses, they result in an impact to operating cash flows as they are settled. ~~For the first quarters of 2020 and 2019, the~~The net cash flow impact of these currency hedges was an outflow of ~~$1.9~~$3.1 million and an ~~inflow~~outflow of ~~$0.8~~$1.9 million, in the first quarters of 2021 and 2020, respectively.

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The ~~U.S. dollar~~United States Dollar equivalent of the ~~Company's~~Company’s most significant net open forward contracts as of March ~~28, 2020~~27, 2021 were to buy ~~$69.8~~South Korean Won worth $11.5 million, ~~of U.S. dollars, $12.2~~Swiss Franc worth $18.7 million ~~of euros~~ and to sell ~~$19.6~~United States Dollars worth $43.1 million ~~of Swiss francs~~ and ~~$16.3 million of Mexican pesos.~~Philippine Peso worth $6.8 million. In agreements to sell foreign currencies in exchange for ~~U.S. dollars,~~United States Dollars, for example, an appreciating dollar versus the opposing currency would generate a cash inflow for the Company at settlement, with the opposite result in agreements to buy foreign currencies for ~~U.S. dollars.~~United States Dollars. The notional amounts change based upon changes in the ~~Company's~~Company’s outstanding currency exposures. Based on rates existing as of March ~~28, 2020,~~27, 2021, the Company ~~was in~~had a net ~~receivable position~~derivative liability of ~~approximately $9.0~~$0.2 million related to its currency hedges under forward contracts. Currency fluctuations could have a significant impact on the ~~Company's~~Company’s cash flow upon the settlement of its forward contracts.

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

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

Commodity Price Risk

The Company is also exposed to rising material prices in its manufacturing operations and, in particular, the cost of oil and natural gas-based resins, including the fact that in some cases resin prices are actually in, or are based on, currencies other than that of the unit buying the resin, which introduces a currency exposure that is incremental to the exposure to changing market prices. Resins are the primary material used in production of most ~~Tupperware~~^®Company products, and the Company estimates that ~~2020~~2021 cost of sales will include approximately ~~$80.0~~$147.8 million for the cost of resin in the Tupperware^® brand products it produces and has contract manufactured. The Company uses many different kinds of resins in its products. About three-fourths of the value of its resin purchases are “polyolefins” (simple chemical structure, easily refined from oil and natural gas). The remaining one-fourth of the value of its resin purchases is more highly engineered. With a comparable product mix and exchange rates, the Company estimates that a 10 percent fluctuation in the cost of resin would impact the ~~Company's~~Company’s annual cost of sales by approximately ~~$8.0~~$14.8 million compared with the prior year. The amount the Company pays for its resins is impacted by the relative changes in supply and demand. The Company partially manages its risk associated with rising resin costs by utilizing a centralized procurement function that is able to take advantage of bulk discounts while maintaining multiple suppliers, and also enters into short-term pricing arrangements. It also manages its margin through cash flow hedges in some cases when it purchases resin in currencies, or effectively in currencies, other than that of the purchasing unit. This is done through the pricing of its products, with price increases over time on its product offerings generally in line with consumer inflation in each market, and its mix of sales through its promotional programs and promotionally priced offers. It also, on occasion, makes advance material purchases to take advantage of current favorable pricing.

Real Estate Risk

The Company has a program to sell land held for development around ~~its~~the Company headquarters in Orlando, ~~Florida headquarters.~~Florida. This program is exposed to the risks inherent in the real estate development process. Included among these risks is the impact of the COVID-19 pandemic on the commercial real estate market, the ability to obtain all necessary government approvals, the success of attracting tenants for commercial or residential developments in the Orlando real estate market, obtaining financing and other general economic conditions, such as interest rate increases. Based on the variety of factors that impact the Company's ability to close sales transactions, it cannot predict when the program will be completed.

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Forward-Looking Statements

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

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

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

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

•success of new products and promotional programs;

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

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

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

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

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

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

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

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

•general social, economic and political conditions in markets, such as in Argentina, Brazil, China, France, India, Mexico, Russia and Turkey and other countries impacted by such events;

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

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

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

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

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

•the impact of natural disasters, terrorist activities and epidemic or pandemic disease outbreaks, including the ~~coronavirus (COVID-19)~~COVID-19 outbreak;

•the Company's ability to remediate the material weakness identified in connection with the assessment of internal control over financial reporting for the fiscal year ended December 26, 2020, as well as the reasonable possibility that, until such material weakness is remediated, the material weakness could result in a material misstatement to the Company’s annual or interim consolidated financial statements that would not be prevented or detected;

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

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

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

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

•the ability to attract and retain certain executive officers and key management personnel and the success of transitions or changes in leadership or key management personnel;

•the success of land buyers in attracting tenants for commercial and residential development and obtaining required government approvals and financing;

•the ~~Company's~~Company’s access to, and the costs of, financing and the potential that banks with which the Company maintains lines of credit may be unable to fulfill their commitments; the costs and covenant restrictions associated with the ~~Company's credit arrangements~~Company’s Credit Agreement and ~~Senior Notes;~~Term Loan; the Company’s ability to comply with, or further amend, financial covenants under its credit agreements and its ability to repay or refinance the debt outstanding under its Credit Agreement or ~~Senior Notes~~Term Loan and take other actions to address its capital structure, as well as potential downgrades to the Company’s credit ratings; the absence of foreign exchange lines of credit;

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

•the effect of legal, regulatory and tax proceedings, as well as restrictions imposed on the ~~Company's~~Company’s operations or Company ~~representatives~~Sales Force by foreign governments, including changes in interpretation of employment status of the ~~sales force~~Sales Force by government authorities, exposure to tax responsibilities imposed on the ~~sales force~~Sales Force and their potential impact on the ~~sales force's~~Sales Force's value chain and resulting disruption to the business and actions taken by governments to set or restrict the freedom of the Company to set its own prices or its suggested retail prices for product sales by its ~~sales force~~Sales Force to end consumers and actions taken by governments to restrict the ability to convert local currency to other currencies in order to satisfy obligations outside the country generally, and in particular in Argentina and Egypt;

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

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

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

•

~~other risks discussed in Part I, Item 1A,~~ ~~Risk Factors~~, of the Company's 2019 Annual Report on the Form 10-K, as well as the Company's Consolidated Financial Statements, Notes to Consolidated Financial Statements, other financial information appearing elsewhere in this Report and

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

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

•other risks discussed in Part I, Item 1A, Risk Factors, of the Company’s 2020 Form 10-K, as well as the Company’s Consolidated Financial Statements, Notes to Consolidated Financial Statements, other financial information appearing elsewhere in this Report and the Company’s other filings with the SEC.

Other than updating for changes in foreign currency exchange rates through its monthly website updates, the Company does not intend to update forward-looking information, except through its quarterly earnings releases.

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


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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in ~~Exchange Act~~ Rules 13a-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company will be detected.

As of the end of the period covered by this report, management, under the supervision of the ~~Company's~~Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the ~~design and operation of the Company's~~Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the ~~design and operation of the~~Company’s disclosure controls and procedures were ~~effective.~~not effective as of such date due to a material weakness in internal control over financial reporting that was disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2020.

Changes in Internal Controls

There have been no ~~significant~~ changes in the ~~Company's~~Company’s internal control over financial reporting during the ~~Company's~~ first quarter of 2021 that have materially affected or are reasonably likely to materially affect its internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the ~~Securities~~ Exchange ~~Act~~Act.

Remediation

As previously described in Part II, Item 9A of ~~1934, as amended (the "Exchange Act").~~the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2020, we began implementing a remediation plan to address the material weakness mentioned above. The Company is fully committed to maintaining a strong internal control environment. In response to the identified material weakness and with the oversight of the Audit Committee of the Board of Directors, the Company is taking comprehensive actions to remediate the material weakness in internal control over financial reporting. During the first quarter, these actions include the creation of a project team to oversee the remediation of the material weakness and the initiation of an independent assessment of the user access controls and privileged access to the financial applications at Tupperware Mexico. As the Company’s management continues to remediate the material weakness, the Company will take additional measures to address these control deficiencies, or may modify some of the remediation measures to improve the design and/or operating effectiveness of those measures. This material weakness will not be considered remediated until the applicable remediated controls are designed, implemented, and operating effectively for a sufficient period of time.

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PART II

II—OTHER INFORMATION


~~Item 1.~~	~~Legal Proceedings.~~

Item 1. Legal Proceedings

A number of ordinary-course legal and administrative proceedings against the ~~Registrant~~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 ~~Registrant~~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 ~~Registrant.~~Company.

As part of the 1986 reorganization involving the formation of Premark, Premark was spun-off by Dart & Kraft, Inc., and Kraft Foods, Inc. assumed any liabilities arising out of any legal proceedings in connection with certain divested or discontinued former businesses of Dart Industries Inc., a subsidiary of the ~~Registrant,~~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 ~~Registrant~~Company to Premark shareholders in 1996.

In February ~~March and April~~ 2020, ~~three~~ putative stockholder class actions ~~and one shareholder derivative action~~ were filed against the Company and certain current and former officers and ~~directors. One putative class action was filed~~directors in the United States District Court for the Central District of California and ~~the other three actions were filed~~ in the United States District Court for the Middle District of Florida. The ~~putative stockholder class action complaints allege~~actions were consolidated in the United States District Court for the Middle District of Florida, and a lead plaintiff was appointed. On July 31, 2020, the lead plaintiff filed a consolidated amended complaint, which alleges that statements in public filings between January ~~30, 2019~~31, 2018 and February 24, 2020 (the “potential class period”) regarding the Company’s disclosure of controls and procedures, ~~and financial guidance,~~ as well as the need for an amendment of its credit facility, violated ~~Sections~~Section 10(b) and 20(a) of the Securities Act of 1934. The plaintiffs seek to represent a class of stockholders who purchased the Company’s ~~shares~~stock during the potential class period and demand unspecified monetary damages. While the Company's motion to dismiss the complaint was granted on January 25, 2021, the court permitted the lead plaintiff to file an amended complaint, which the plaintiff filed on February 16, 2021. The ~~shareholder derivative action~~Company filed a motion to dismiss the amended complaint ~~alleges that certain officers~~on April 2, 2021, and ~~directors breached fiduciary duties to~~ the Company ~~were unjustly enriched, and violated Sections 10(b), 14(a) and 20(a)~~expects the amended complaint to be fully briefed before the end of the ~~Securities Act~~second quarter of ~~1934, on generally the same fact pattern. The Company believes the complaints and allegations to be without merit and intends to vigorously defend itself against the actions.~~2021. The Company is unable at this time to determine whether the outcome of these actions would have a material impact on its results of operations, financial condition or cash flows.

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


~~Item 1A.~~	~~Risk Factors.~~

~~Reference is made to “Part I -~~ Item 1A. Risk ~~Factors” in~~Factors

In addition to the ~~2019 Form 10-K for~~other information ~~concerning risk factors. The Company is adding the following risk factors as set forth below.~~

~~The following risk factors should be read in conjunction with, and supplement, the risk factors~~ set forth in ~~“Part I - Item 1A. Risk Factors” of the 2019 Form 10-K. Before making an investment in the Company’s securities, investors~~this report, you should carefully consider the ~~risk~~ factors discussed ~~below, together with~~in Part I, Item 1A. Risk Factors in the ~~other information~~Company's Annual Report on Form 10-K for the year ended December 26, 2020, which could materially affect the Company's business, financial condition or future results. The risks described in this report and in the Company's Annual Report ~~including~~on Form 10-K are not the ~~sections entitled “Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and~~only risks facing the ~~other reports and materials filed by the Company with the SEC.~~Company. Additional risks and uncertainties not ~~presently~~currently known byto the Company or that ~~are~~the Company currently ~~deemed~~deems to be immaterial also may ~~also impair~~materially adversely affect the ~~Company’s business operations. If any of these risks actually occur, the Company’s~~Company's business, financial condition ~~and results of operations could be materially affected.~~

or future results.

~~The Outbreak~~

Item 5. Other Information

On May 4, 2021, the Company's board of directors adopted an amendment to the Company's by-laws (as so amended, the “By-laws”), to adopt the title of Chair in place of Chairman and to include gender-neutral language in the By-laws.

Effective May 4, 2021, the employment of William J. Wright, Executive Vice President, Product Innovation, has terminated, and the Company has restructured its product innovation function to eliminate this role. Mr. Wright is entitled to receive benefits in accordance with Article III of the ~~Novel Coronavirus (COVID-19) Pandemic~~Tupperware Brands Corporation Executive Severance Pay Plan, dated November 16, 2020,

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The global spread of the novel coronavirus (COVID-19) which has been declared by the World Health Organization to be a “pandemic,” has spread to many countries and is impacting worldwide economic activity. Many governments have implemented policies intended to stop or slow the further spread of the disease, suchpreviously filed as shelter-in-place orders, resulting in the temporary closure of schools and non-essential businesses, and these measures may remain in place for a significant period of time. The Company has experienced and may continue to experience disruptions that prevent it from meeting the demands of its sales force and customers, including disruptions to the manufacturing of its products and its supply chain, disruptions to its distribution network, disruptions in or restrictions on the ability of its employees, contractors, sales force and other business partners to work effectively and disruptions to the shipment of its products. The COVID-19 pandemic and measures implemented to slow the spread of COVID-19 may negatively impact the Company's ability to repay or refinance the $600.0 million aggregate principal amount of 4.75% senior notes (the “Senior Notes”) due on June 1, 2021, which were issued under an indenture (the “Indenture”) between the Company and its 100 percent subsidiary, Dart Industries Inc. (the “Guarantor”) and Wells Fargo Bank, N.A., as trustee. The extent to which the COVID-19 pandemic ultimately impacts the Company’s ability to repay or refinance the Senior Notes will depend on future developments, which are highly uncertain and cannot be predicted with certainty. The impact of COVID-19 and measures implemented to slow the spread could also cause delay in, or limit the ability of, the Company’s sales force to make timely payments to the Company. In addition, the pandemic has resulted in a widespread health crisis that is adversely affecting the economies and financial markets of many countries. During the COVID-19 pandemic and even after it has subsided, the Company may continue to experience adverse impactsExhibit 10.37 to the Company’s business as a result of the pandemic’s global economic impact, including any recession, economic downturn, government spending cuts, tightening of credit markets or increased unemployment that has occurred or may occur in the future, which could cause its ultimate customers and potential customers to postpone or reduce spendingAnnual Report on its products or put downward pressure on prices. The Company's top priority is to protect its employees and their families, the sales force and consumers, and its operations from any adverse impacts. The Company is taking precautionary measures as directed by health authorities and the local government.

Individually and collectively, the consequences of the COVID-19 pandemic could adversely impact its business, financial condition, results of operations, cash flows and liquidity. 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, and how quickly and to what extent normal economic and operating conditions can resume. The extent to which the COVID-19 pandemic adversely affects the Company’s business, financial condition, results of operations, cash flows and liquidity, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those relating to the Company’s level of indebtedness, its ability to complyForm 10-K filed with the ~~financial covenants contained in the agreements that govern the Company’s indebtedness~~U.S. Securities and ~~volatility~~Exchange Commission on March 10, 2021.

Table of ~~the Company’s common stock price.~~contents

~~Technology and Cyber-Security~~

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 potential 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. 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 could also be adversely affected by system or network disruptions if new or upgraded information technology systems or software are defective, not installed properly or not properly integrated into its operations. Various measures have been implemented to manage the risks related to the implementation and modification of hardware and software, but any significant disruption or deficiency in the design and implementation of new or upgraded information technology systems or software could have a material adverse effect on the Company’s business, financial position and results of operations and could, if not successfully implemented, adversely impact the effectiveness of internal controls over financial reporting. The Company is continuing to upgrade its systems on a worldwide basis.

Item 6. Exhibits

(a) Exhibits


3.1			Restated Certificate of Incorporation of the Registrant (Attached as Exhibit 3.1 to Form 10-Q, filed with the Commission on August 5, 2008 and incorporated herein by reference).

~~Item 6.~~3.2			~~Exhibits~~

	Amended and Restated By-laws of the Registrant as amended May 4, 2021*
~~(a)~~			~~Exhibits~~




~~10.1~~31.1	Amendment No. 2, dated as of February 28, 2020, to Credit Agreement, dated as of March 29, 2019, among Tupperware Brands Corporation, Tupperware Nederland B.V., Administradora Dart, S. de R.L. de C.V. and Tupperware Brands Asia Pacific Pte. Ltd, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (attached as Exhibit 10.1 to Form 8-K, filed with the Commission on February 28, 2020 and incorporated herein by reference).

~~10.2~~	Offer Letter dated as of March 11, 2020 by and between Miguel Angel Fernandez Calero and the Company (Attached as Exhibit 10.1 to Form S-8, filed with the Commission on March 12, 2020 and incorporated herein by reference).

~~10.3~~	Offer Letter dated as of March 11, 2020 by and between Richard Goudis and the Company (Attached as Exhibit 10.2 to Form S-8, filed with the Commission on March 12, 2020 and incorporated herein by reference).

~~10.4~~	~~Form of Change of Control Employment Agreement (Tier 1) (Attached as Exhibit 10.3 to Form 8-K, filed with the Commission on March 13, 2020 and incorporated herein by reference).~~

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

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

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

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

101		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March ~~28, 2020,~~27, 2021, formatted in Inline XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed ~~tags~~ tags*

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

* Filed herewith.
** Furnished herewith.

~~SIGNATURES~~

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Signatures

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


	TUPPERWARE BRANDS CORPORATION

	~~TUPPERWARE BRANDS CORPORATION~~By:	/s/ Cassandra Harris
		Cassandra Harris
	~~By:~~	/S~~/ Cassandra Harris~~
~~Executive Vice President and~~ Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)

	By:	/S/s/ Madeline Otero
		Madeline Otero
		Sr. Vice President, ~~and Controller~~Finance & Accounting (Principal Accounting Officer)

Orlando, Florida

~~April 29, 2020~~

May 5, 2021