UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________________ FORM 10-K ________________________________________ (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 26, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to Commission file number 1-11657 –————————————————————————————————————————————————————————— TUPPERWARE BRANDS CORPORATION (Exact name of registrant as specified in its charter) —————————————————————————————————————————————————————————— Delaware 36-4062333 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 14901 South Orange Blossom Trail, Orlando Florida 32837 (Address of principal executive offices and Zip Code) 407 826-5050 Registrant's telephone number, including area 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 Securities registered pursuant to Section 12(g) of the Act: None ________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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 such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See 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 ☐ 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates on the New York Stock Exchange-Composite Transaction Listing on June 27, 2020 (the last business day of the registrant's most recently completed second fiscal quarter) was $208,576,844. For the purposes of making this calculation only, the registrant defines affiliates to include all of its directors and executive officers. As of March 8, 2021, 49,574,365 shares of the common stock, $0.01 par value, of the registrant were outstanding. Documents Incorporated by Reference: Portions of the Proxy Statement relating to the Annual Meeting of Shareholders to be held May 4, 2021 are incorporated by reference into Part III of this Report. TABLE OF CONTENTS Item Page PART I 1 Item 1. Business. 1 Item 1A. Risk Factors. 8 Item 1B. Unresolved Staff Comments. 14 Item 2. Properties. 14 Item 3. Legal Proceedings. 15 Item 4. Mine Safety Disclosures. 15 PART II 16 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 16 Item 6. Selected Financial Data. 17 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 20 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 41 Item 8. Financial Statements and Supplementary Data. 45 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 100 Item 9A. Controls and Procedures. 100 Item 9B. Other Information. 101 PART III 102 Item 10. Directors, Executive Officers and Corporate Governance. 102 Item 11. Executive Compensation. 102 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 102 Item 13. Certain Relationships and Related Transactions, and Director Independence. 102 Item 14. Principal Accounting Fees and Services. 102 PART IV 103 Item 15. Exhibits, Financial Statement Schedules. 103 Item 16. Form 10-K Summary. 107 Signatures 108 Table of contents PART I Item 1. Business. Description of Business Tupperware Brands Corporation (“Tupperware” or the “Company”) is a leading global consumer products company that designs innovative, functional, and environmentally responsible products. Founded in 1946, the Company's signature container created the modern food storage category that revolutionized the way the world stores, serves, and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. With a purpose to nurture a better future, the Company's products are an alternative to single-use items. The Company distributes its products into nearly 80 countries primarily through approximately 3.2 million independent sales force members around the world. Worldwide, the Company engages in the marketing, manufacture, and sale of design-centric preparation, storage, and serving solutions for the kitchen and home through the Tupperware brand name and beauty products through the Avroy Shlain, Fuller, NaturCare, Nutrimetics and Nuvo brands. Each brand manufactures and/or markets a broad line of high-quality products. The Company primarily uses a direct selling business model to distribute and market products, while continuing to expand digital platforms and business- to-business distribution channels. Through personal connections, product demonstrations, and understanding of consumer needs, the Company's sales force members have been selling products to customers for over 75 years. The Company is a Delaware corporation that was organized on February 8, 1996 in connection with the corporate reorganization of Premark International, Inc. (“Premark”). New Leadership In 2020, the Company welcomed a new President & Chief Executive Officer and Director in Miguel Fernandez, who quickly assembled a highly-skilled executive leadership team that he believed had proven track records in direct selling, e-commerce or retail, and who would be able to modernize, and optimize the Company's digital functions through developing an omnichannel, data driven approach in order to drive growth and enhance revenue. Additionally, this team led the reorganization of the Company's structure, simplifying the organization by dividing the Company between commercial activities, departments and individuals that drive sales and top-line growth, and operational activities, essential functions that enable sales and top-line growth. With this new structure, the Company believes it is better aligned to its priorities and that management has a direct line of sight into accountability in the nearly 80 markets around the world in which the Company distributes its products. This team’s top priority was to develop and begin to execute a Turnaround Plan(a). The key elements of the Turnaround Plan include: increasing the Company's rightsizing plans to improve profitability, accelerating the divestiture of non-core assets to strengthen the balance sheet, restructuring the Company’s debt to enhance liquidity, and structurally fixing the Company’s core business to create a more sustainable business model. The management team made significant progress on these key elements of the Turnaround Plan all while dealing with the new reality of a world affected by COVID-19. ____________________ (a) as defined in Note 3: Re-engineering Charges to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data of this Report. 1 Table of contents COVID-19 Since early 2020, the Company has followed guidance from the Centers for Disease Control and Prevention (CDC) and the World Health Organization (WHO) on actions required by individuals and businesses following the declaration of COVID-19 as a pandemic. Over the course of 2020, the pandemic impacted worldwide economic activity and many governments implemented policies intended to stop or slow the further spread of the disease. These policies, such as shelter-in-place orders, remained in place for a significant period of time, resulting in the temporary closure of schools and non-essential businesses. The Company responded by taking actions to keep employees protected, support the Company’s