What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-08-18 compared with 2021-08-19 · 330 added, 341 removed, 1235 unchanged (35% of the section changed)

10 unchanged sentences

There were no changes in internal control over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We have not experienced any material impact to our internal controls over financial reporting, despite the fact that most of our Corporate employees continue to work remotely due to the Covid-19 pandemic.

We have not experienced any material impact to our internal controls over financial reporting, despite the fact that most of our Corporate employees have worked remotely during the fiscal year due to the Covid-19 pandemic.

We will continue to evaluate and monitor the impact of Covid-19 on our internal controls.

2 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

10 unchanged sentences

The information required by this item is incorporated herein by reference to the sections entitled “Fees For Audit and Other Services” and “Audit Committee Pre-Approval Policy” in the Proxy Statement for the 2022 Annual Meeting of Stockholders.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and Financial Statement Schedules.

2 unchanged sentences

Refer to the exhibit index which is included herein.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

13 unchanged sentences

Dadlani (Principal Accounting Officer)

/s/ Susan Kropf Independent Chair, Board of Directors

/s/ Anne Gates Independent Chair, Board of Directors

Bilbrey Director

2 unchanged sentences

/s/ David Denton Director

/s/ Anne Gates Director

/s/ Johanna W.

Faber Director

/s/ Thomas R.

6 unchanged sentences

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION

Reports of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Financial Statements:

7 unchanged sentences

Schedule II — Valuation and Qualifying Accounts

Quarterly Financial Data

All other schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.

3 unchanged sentences

We have audited the accompanying consolidated balance sheets of Tapestry, Inc.

and subsidiaries (the "Company") as of July 3, 2021 and June 27, 2020, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended July 3, 2021, and the related notes and the financial statement Schedule II listed in the Index to the Consolidated Financial Statements (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 3, 2021 and June 27, 2020, and the results of its operations and its cash flows for each of the three years in the period ended July 3, 2021, in conformity with accounting principles generally accepted in the United States of America.

and subsidiaries (the "Company") as of July 2, 2022 and July 3, 2021, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended July 2, 2022, and the related notes and the financial statement Schedule II listed in the Index to the Consolidated Financial Statements (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 2, 2022 and July 3, 2021, and the results of its operations and its cash flows for each of the three years in the period ended July 2, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of July 2, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 18, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 3 to the financial statements, effective June 30, 2019, the Company adopted Accounting Standards Update ("ASU") No.

2016-02, "Leases (Topic 842)” (“ASC 842”), using the modified retrospective approach.

Basis for Opinion

15 unchanged sentences

The Company’s evaluation of goodwill and indefinite-lived brand intangible assets for impairment involves the comparison of carrying value to their respective fair values.

The determination of the fair values requires management to make significant estimates and assumptions related to forecasts of future revenue growth rates and profit margins, as well as discount rates.

The determination of the fair values requires management to make significant estimates and assumptions related to forecasts of future cash flows and growth rates, as well as discount rates.

Changes in these assumptions could have a significant impact on either the fair values, the amount of any impairment charge, or both.

The carrying value of goodwill associated with the Kate Spade reporting unit was $640.9 million and the carrying value of the Kate Spade indefinite-lived brand intangible asset was $1,300.0 million at July 3, 2021.

The fair values of the Kate Spade brand reporting unit and indefinite-lived brand as of the fiscal 2022 testing date exceeded their respective carrying values by approximately 50% and 90%, respectively.

Several factors could impact the Kate Spade brand's ability to achieve expected

future cash flows, including continued economic volatility and potential operational challenges related to the Covid-19 pandemic, the reception of new collections in all channels, the success of international expansion strategies, the optimization of the store fleet productivity, the impact of promotional activity in department stores, and other initiatives aimed at increasing profitability of the business.

Given the significant judgments made by management to estimate the fair value of the Kate Spade operations used in both the goodwill and Kate Spade indefinite-lived brand intangible fair value analyses and the difference between their fair values and carrying values, performing auditing procedures to evaluate the reasonableness of management’s judgments regarding the business and valuation assumptions utilized in the valuation model, particularly the forecasts of future revenue growth rates and profit margins and the selection of the discount rate, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Several factors could impact the Kate Spade brand's ability to achieve expected future cash flows, including the optimization of the store fleet productivity, the success of international expansion strategies, the impact of promotional activity, continued economic volatility and potential operational challenges related to the macroeconomic factors, the reception of new collections in all channels, and other initiatives aimed at increasing profitability of the business.

business and valuation assumptions utilized in the valuation model, particularly the forecasts of future cash flows and growth rates and the selection of the discount rate, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the projected future revenue growth rates and profit margins and discount rates included the following:

Our audit procedures related to the projected future cash flows and growth rates and discount rates included the following:

• We tested the effectiveness of management’s controls over its goodwill and indefinite-lived brand intangible asset impairment evaluations, including controls over the forecasts of future revenue and profit margin, and the selection of the discount rate.

39 unchanged sentences

CONSOLIDATED BALANCE SHEETS

2021 June 27,

Current Assets:

Cash and cash equivalents $ 789.8 $ 2,007.7

Short-term investments 163.4 8.1

Trade accounts receivable, less allowances for credit losses of $ 3.7 and $ 4.2 , respectively

8 unchanged sentences

Intangible assets 1,366.6 1,373.4

Deferred income taxes 47.9 65.6

Other assets 209.5 96.1

10 unchanged sentences

Deferred income taxes 221.7 203.9

Long-term income taxes payable 95.3 127.1

Other liabilities 252.5 249.7

18 unchanged sentences

2021 June 27,

2020 June 29,

(millions, except per share data)

5 unchanged sentences

Operating income (loss) 1,175.8 968.0 ( 550.8 )

Loss on extinguishment of debt 53.7 — —

Interest expense, net 58.7 71.4 60.1

9 unchanged sentences

Diluted 270.1 283.0 278.6

Cash dividends declared per common share $ — $ 1.013 $ 1.350

See accompanying Notes.

3 unchanged sentences

2021 June 27,

2020 June 29,

Net income (loss) $ 856.3 $ 834.2 $ ( 652.1 )

26 unchanged sentences

Share-based compensation — — 74.9 — — 74.9

Repurchase of common stock ( 11.9 ) ( 0.1 ) — ( 299.9 ) — ( 300.0 )

Dividends declared ($ 1.013 per share)

— — — ( 283.5 ) — ( 283.5 )

Cumulative adjustment from adoption of new accounting standards — — — ( 48.8 ) — ( 48.8 )

Balance at June 27, 2020 276.2 2.8 3,358.5 ( 992.7 ) ( 92.2 ) 2,276.4

Balance at July 3, 2021 279.5 2.8 3,487.0 ( 158.5 ) ( 72.0 ) 3,259.3

Net income (loss) — — — 856.3 — 856.3

2 unchanged sentences

Share-based compensation — — 89.4 — — 89.4

Repurchase of common stock ( 42.0 ) ( 0.4 ) — ( 1,599.6 ) — ( 1,600.0 )

Dividends declared ($ 1.000 per share)

— — — ( 264.4 ) — ( 264.4 )

Balance at July 2, 2022 241.2 $ 2.4 $ 3,620.2 $ ( 1,166.2 ) $ ( 170.9 ) $ 2,285.5

4 unchanged sentences

2021 June 27,

2020 June 29,

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES

2 unchanged sentences

Depreciation and amortization 195.3 218.7 248.3

Impairment charges 45.8 813.5 —

Covid-19 related impairment charges — 45.8 813.5

Provision for bad debt 19.9 2.8 26.0

Loss on extinguishment of debt 53.7 — —

Share-based compensation 72.2 64.1 53.1

15 unchanged sentences

CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES

Acquisitions, net of cash acquired — — ( 43.5 )

Purchases of property and equipment ( 93.9 ) ( 116.0 ) ( 205.4 )

4 unchanged sentences

CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES

Dividend payments — ( 380.3 ) ( 390.7 )

Payment of dividends ( 264.4 ) — ( 380.3 )

Repurchase of common stock ( 1,600.0 ) — ( 300.0 )

Proceeds from revolver — — 700.0

Proceeds from debt, net of discount 998.5 — —

Payment of initial debt costs ( 4.6 ) — —

Payment of debt extinguishment costs ( 50.7 ) — —

Repayment of debt ( 900.0 ) ( 11.5 ) —

2 unchanged sentences

Taxes paid to net settle share-based awards ( 30.6 ) ( 7.5 ) ( 14.9 )

Payment of deferred purchase price ( 7.4 ) ( 2.4 ) ( 2.5 )

Payments of finance lease liabilities ( 0.8 ) ( 0.8 ) ( 0.7 )

Other financing activity ( 1.0 ) ( 8.2 ) ( 3.2 )

Net cash (used in) provided by financing activities ( 1,778.1 ) ( 666.0 ) 5.9

12 unchanged sentences

Tapestry, Inc.

(the "Company") is a leading New York-based house of modern luxury accessories and lifestyle brands.

(the "Company") is a leading New York-based house of accessible luxury accessories and lifestyle brands.

Our global house of brands unites the magic of Coach, kate spade new york and Stuart Weitzman.

10 unchanged sentences

The fiscal year ended July 2, 2022 (“fiscal 2022”) was a 52-week period.

The fiscal years ended June 27, 2020 (“fiscal 2020”) and June 29, 2019 (“fiscal 2019”) were 52-week periods.

The fiscal year ended July 3, 2021 (“fiscal 2021”) was a 53-week period and the fiscal year ended June 27, 2020 (“fiscal 2020”) was a 52-week period.

The fiscal year ending July 1, 2023 (“fiscal 2023”) will be a 52-week period.

Covid-19 Pandemic

The outbreak of a novel strain of coronavirus ("Covid-19") continues to impact a significant majority of the regions in which we operate.

In March 2020, the outbreak was labeled a global pandemic by the World Health Organization.

National, state and local governments responded to the Covid-19 pandemic in a variety of ways, including, but not limited to, declaring states of emergency, restricting people from gathering in groups or interacting within a certain physical distance (i.e., social distancing), requiring individuals to stay at home, and in most cases, ordering non-essential businesses to close or limit operations.

The Company had temporarily closed the majority of its directly operated stores globally for some period of time to help reduce the spread of Covid-19 during fiscal 2020.

The vast majority of the Company's stores re-opened for either in-store or pick-up service and have continued to operate since then, however, some store locations have experienced temporary re-closures or are operating under tighter restrictions in compliance with local government regulation.

Many of the Company's wholesale and licensing partners also closed their bricks and mortar stores as required by government orders during the third and fourth quarters of fiscal 2020, and while the majority of stores have reopened, they have also been subject to temporary re-closures and tighter capacity restrictions operating in compliance with the rules of certain local governments.

The global Covid-19 pandemic is continuously evolving and the extent to which this impacts the Company - including unforeseen increased costs to the Company's business - will depend on future developments, which are highly uncertain and cannot be predicted, including the ultimate duration, severity and geographic resurgence of the virus and the success of actions to contain the virus, including variants of the novel strain, or treat its impact, among others.

As the full magnitude of the effects on the Company's business is difficult to predict at this time, the Covid-19 pandemic has and may continue to have a material adverse impact on the Company's business, financial condition, results of operations and cash flows for the foreseeable future.

The outbreak of a novel strain of coronavirus ("Covid-19") continues to impact a significant majority of the regions in which we operate, resulting in significant global business disruptions.

The widespread impact of Covid-19 resulted in temporary closures of directly operated stores globally, as well as at our wholesale and licensing partners starting in fiscal 2020.

Since then, certain directly operated stores and the stores of our wholesale and licensing partners have experienced temporary re-closures or are operating under tighter restrictions in compliance with local government regulation.

Covid-19 has also resulted in ongoing supply chain challenges, such as logistic constraints, the temporary closure of certain third-party manufacturers and increased freight costs.

The global Covid-19 pandemic is continuously evolving and the extent to which this impacts the Company - including unforeseen increased costs to the Company's business - will depend on future developments, which cannot be predicted, including the ultimate duration, severity and geographic resurgence of the virus and the success of actions to contain the virus, including variants of the novel strain, or treat its impact, among others.

As the full magnitude of the effects on the Company's business is difficult to predict, the Covid-19 pandemic has and may continue to have a material adverse impact on the Company's business, financial condition, results of operations and cash flows for the foreseeable future.

The Company believes that cash flows from operations, access to the credit and capital markets and our credit lines, on-hand cash and cash equivalents and our investments provide adequate funds to support our operating, capital, and debt service requirements.

1 unchanged sentence

The Company could experience other potential adverse impacts as a result of the Covid-19 pandemic, including, but not limited to, further charges from adjustments to the carrying amount of goodwill and other intangible assets, long-lived asset impairment charges, reserves for uncollectible accounts receivable and reserves for the realizability of inventory.

Starting in fiscal 2020, in response to the Covid-19 pandemic, the Company took actions to reinforce its liquidity and financial flexibility.

If stores are required to close again for an extended period of time due to a resurgence of increased infections, the Company's liquidity may be negatively impacted.

Refer to Part I, Item 1A.

"Risk Factors" herein.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

In response to the Covid-19 pandemic, the Company took actions to reinforce its liquidity and financial flexibility.

Specific actions included:

suspending its quarterly dividend and all share repurchases, actively reducing non-essential SG&A expense, reducing its corporate and retail workforce, temporarily reducing corporate compensation, tightly managing inventory and reducing capital expenditures.

During the second quarter of fiscal 2021, compensation resumed normal levels.

Subsequent to the fiscal 2021 year end, the Company’s Board of Directors approved the reinstatement of the Company's shareholder return program and declared a quarterly dividend of $ 0.25 per common share payable on September 27, 2021.

The Company also intends to repurchase approximately $ 500.0 million worth of stock in fiscal 2022, of which $ 600.0 million is remaining under its current authorization.

If stores are required to close again for an extended period of time due to a resurgence of increased infections, the Company's liquidity may be negatively impacted.

Furthermore, in fiscal 2020, the Company borrowed $ 700 million under its $ 900 million definitive credit agreement, as entered into on October 24, 2019 ("Revolving Credit Facility") as a precautionary measure.

The $ 700 million borrowed was fully repaid in fiscal 2021.

On May 19, 2020, the Company entered into Amendment No.

1 (the “Amendment”) to the Revolving Credit Facility, which sets forth the modifications pertaining to the leverage ratio financial covenant required.

Refer to Note 13, "Debt", for additional information regarding the Company's outstanding notes payable and applicable amendments.

Use of Estimates

2 unchanged sentences

Significant estimates inherent in the preparation of the consolidated financial statements include reserves for the realizability of inventory;

asset retirement obligations;

customer returns, end-of-season markdowns and operational chargebacks;

useful lives and impairments of long-lived tangible and intangible assets;

accounting for income taxes (including the impacts of recently enacted tax legislation) and related uncertain tax positions;

accounting for income taxes and related uncertain tax positions;

accounting for business combinations;

8 unchanged sentences

Under Maryland law, the Company's state of incorporation, there are no treasury shares.

As a result, all repurchased shares are authorized but unissued shares.

All repurchased shares are authorized but unissued shares and these shares may be issued in the future for general corporate and other purposes.

The Company may terminate or limit the stock repurchase program at any time.

The Company accrues for the shares purchased under the share repurchase plan based on the trade date.

Purchases of the Company's common stock are executed through open market purchases, including through purchase agreements under Rule 10b5-1.

SIGNIFICANT ACCOUNTING POLICIES

8 unchanged sentences

Dividend and interest income are recognized when earned.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

Additionally, GAAP requires the consolidation of all entities for which a Company has a controlling voting interest and all variable interest entities (“VIEs”) for which a Company is deemed to be the primary beneficiary.

7 unchanged sentences

The Company believes no significant concentration of credit risk exists with respect to these investments and accounts receivable.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

The Company holds inventory that is sold through retail, including e-commerce, and wholesale distribution channels.

8 unchanged sentences

Machinery and equipment are depreciated over lives of five to seven years , furniture and fixtures are depreciated over lives of three to ten years , and software and computer equipment is generally depreciated over lives of three to seven years .

Implementation costs eligible for capitalization related to cloud computing arrangements that are a service contract are recorded within Prepaid expenses and Other non-current assets in the Consolidated Balance Sheets and amortized as Selling, general and administrative ("SG&A") expense in the Consolidated Statement of Operations over the term of the associated hosting arrangement.

Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease terms.

1 unchanged sentence

Valuation of Long-Lived Assets

Long-lived assets, such as property and equipment and right-of-use ("ROU") assets are evaluated for impairment whenever events or circumstances indicate that the carrying value of the assets may not be recoverable.

Long-lived assets, such as Property and equipment and Operating lease right-of-use ("ROU") assets are evaluated for impairment whenever events or circumstances indicate that the carrying value of the assets may not be recoverable.

In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the related asset group and its eventual disposition.

3 unchanged sentences

Since the determination of future cash flows is an estimate of future performance, there may be future impairments in the event that future cash flows do not meet expectations.

Business Combinations

In connection with an acquisition, the Company records all assets acquired and liabilities assumed of the acquired business at their acquisition date fair value, including the recognition of contingent consideration at fair value on the acquisition date.

These fair value determinations require judgment and may involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples, among other items.

Furthermore, the Company may utilize independent third-party valuation firms when necessary.

Refer to Note 4, "Acquisitions," for detailed disclosures related to our acquisitions.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

Goodwill and Other Intangible Assets

10 unchanged sentences

Determination of the fair value of a reporting unit and intangible asset is based on management's assessment, considering independent third-party appraisals when necessary.

Furthermore, this determination is judgmental in nature and often involves the use of significant estimates and assumptions, which may include projected future cash flows, discount rates, growth rates, and determination of appropriate market comparables and recent transactions.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

and determination of appropriate market comparables and recent transactions.

These estimates and assumptions could have a significant impact on whether or not an impairment charge is recognized and the amount of any such charge.

The Company performs its annual impairment assessment of goodwill as well as brand intangibles during the fourth quarter of each fiscal year.

The Company performs its annual impairment assessment of goodwill as well as brand intangibles during the fourth quarter of each fiscal year or if an event occurs that would more likely than not reduce the fair value below its carrying amount.

The Company determined that there was no impairment in fiscal 2022 or fiscal 2021.

3 unchanged sentences

These leases may also include rent escalation clauses or lease incentives in the form of construction allowances and rent reduction.

In determining the lease term used in the lease ROU asset and lease liability calculations, the Company considers various factors such as market conditions and the terms of any renewal or termination options that may exist.

In determining the lease term used in the lease right-of-use ("ROU") asset and lease liability calculations, the Company considers various factors such as market conditions and the terms of any renewal or termination options that may exist.

When deemed reasonably certain, the renewal and termination options are included in the determination of the lease term and calculation of the lease ROU asset and lease liability.

10 unchanged sentences

Asset retirement obligations represent legal obligations associated with the retirement of a tangible long-lived asset.

The Company’s asset retirement obligations are primarily associated with leasehold improvements in which the Company is

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

contractually obligated to remove at the end of a lease to comply with the lease agreement.

The Company’s asset retirement obligations are primarily associated with leasehold improvements in which the Company is contractually obligated to remove at the end of a lease to comply with the lease agreement.

When such an obligation exists, the Company recognizes an asset retirement obligation at the inception of a lease at its estimated fair value.

8 unchanged sentences

Retail store and concession shop-in-shop revenues are recognized at the point-of-sale, when the customer obtains physical possession of the products.

Digital revenue from sales of products ordered through the Company’s e-commerce sites is recognized upon delivery and receipt of the shipment by its customers and includes shipping and handling charges paid by customers.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

Retail and digital revenues are recorded net of estimated returns, which are estimated by developing an expected value based on historical experience.

19 unchanged sentences

executive, finance, human resources, legal and information systems departments, as well as corporate headquarters occupancy costs, consulting fees and software expenses.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

Shipping and Handling

5 unchanged sentences

Advertising costs are generally expensed when the advertising first appears.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

Share-Based Compensation

24 unchanged sentences

Refer to Note 15, "Income Taxes," herein for further discussion on the Company's income taxes.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

Derivative Instruments

The majority of the Company’s purchases and sales involving international parties, excluding international customer sales, are denominated in U.S.

The majority of the Company’s purchases of finished goods are denominated in U.S.

dollars, which limits the Company’s exposure to the transactional effects of foreign currency exchange rate fluctuations.

However, the Company is exposed to foreign currency exchange risk related to its foreign operating subsidiaries’ U.S.

dollar-denominated inventory transactions and various cross-currency intercompany loans and payables.

However, the Company is exposed to foreign currency exchange risk related to its sale of U.S.

dollar inventory to foreign operating subsidiaries in local currency, as well as risk related to various cross-currency intercompany loans and payables, and translation risk.

The Company is also exposed to foreign currency risk related to changes in the U.S.

dollar value of its net investment in foreign subsidiaries.

The Company uses derivative financial instruments to manage these risks.

2 unchanged sentences

The Company records all derivative contracts at fair value on the Consolidated Balance Sheets.

The fair values of foreign currency derivatives are based on the forward curves of the specific indices upon which settlement is based and include an adjustment for the Company’s credit risk.

The fair values of foreign currency derivatives are based on the forward curves of the specific indices upon which settlement is based and include an

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

adjustment for the Company’s credit risk.

Judgment is required of management in developing estimates of fair value.

The use of different market assumptions or methodologies could affect the estimated fair value.

For derivative instruments that qualify for hedge accounting, the changes in the fair value of these instruments is either (i) offset against the changes in fair value of the hedged assets or liabilities through earnings or (ii) recognized as a component of accumulated other comprehensive income (loss) ("AOCI") until the hedged item is recognized in earnings, depending on whether the derivative is being used to hedge changes in fair value or cash flows, respectively.

For derivative instruments that qualify for hedge accounting, the changes in the fair value of these instruments are either (i) offset against the changes in fair value of the hedged assets or liabilities through earnings or (ii) recognized as a component of Accumulated other comprehensive income (loss) ("AOCI") until the hedged item is recognized in earnings, depending on whether the derivative is being used to hedge changes in fair value or cash flows.

For derivative instruments that are designated as a net investment hedge, the changes in the fair value of the instruments are recognized as a component of AOCI, and upon discontinuation of the hedge remain in AOCI until the net investment is sold or liquidated.

Each derivative instrument entered into by the Company that qualifies for hedge accounting is expected to be highly effective at reducing the risk associated with the exposure being hedged.

2 unchanged sentences

If it is determined that a derivative instrument has not been highly effective, and will continue not to be highly effective in hedging the designated exposure, hedge accounting is discontinued and further gains (losses) are recognized in earnings within foreign currency gains (losses).

Upon discontinuance of hedge accounting, the cumulative change in fair value of the derivative previously recorded in AOCI is recognized in earnings when the related hedged item affects earnings, consistent with the original hedging strategy, unless the forecasted transaction is no longer probable of occurring, in which case the accumulated amount is immediately recognized in earnings within foreign currency gains (losses).

Upon discontinuance of hedge accounting, the cumulative change in fair value of cash flow derivatives previously recorded in AOCI is recognized in earnings when the related hedged item affects earnings, consistent with the original hedging strategy, unless the forecasted transaction is no longer probable of occurring, in which case the accumulated amount is immediately recognized in earnings within foreign currency gains (losses).

As a result of the use of derivative instruments, the Company may be exposed to the risk that the counterparties to such contacts will fail to meet their contractual obligations.

7 unchanged sentences

Forward foreign currency exchange contracts designated as fair value hedges and associated with intercompany and other contractual obligations are recognized within foreign currency gains (losses) generally in the period in which the related balances being hedged are revalued.

Most current maturity dates are in August 2021, and such contracts are typically renewed upon maturity if the related balance has not been settled.

The maturity date of most instruments held as of July 2, 2022 are in August 2022, and such contracts are typically renewed upon maturity if the related balance has not been settled.

The Company also enters into cross-currency swaps to reduce its risks related to exchange rate fluctuations on net investments in foreign subsidiaries.

The related gains (losses) are deferred in AOCI until the net investment is sold or liquidated, and current maturity dates range from April 2025 to March 2032.

Foreign Currency

2 unchanged sentences

dollars using the current exchange rates in effect at the balance sheet date, while revenues and expenses are translated at the weighted-average exchange rates for the period.

The resulting translation adjustments are included

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

in the Consolidated Statements of Comprehensive Income as a component of other comprehensive income (loss) (“OCI”) and in the Consolidated Statements of Equity within AOCI.

The resulting translation adjustments are included in the Consolidated Statements of Comprehensive Income as a component of Other comprehensive income (loss) (“OCI”) and in the Consolidated Statements of Equity within AOCI.

The Company recognizes gains and losses on transactions that are denominated in a currency other than the respective entity's functional currency in earnings.

Foreign currency transaction gains and losses also include amounts realized on the settlement of certain intercompany loans with foreign subsidiaries.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2018-13, "Fair Value Measurement (Topic 820)" ("ASU 2018-13"), which is intended to improve the effectiveness of fair value disclosures.

The ASU removes or modifies certain disclosure requirements related to fair value information, as well as adds new disclosure requirements for Level 3 fair value measurements.

In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2019-12, "Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes".

The ASU simplifies the accounting for income taxes by, among other things, eliminating certain existing exceptions related to the general approach in Topic 740 relating to franchise taxes, reducing complexity in the interim-period accounting for year-to-date loss limitations and changes in tax laws, and clarifying the accounting for the step-up in the tax basis of goodwill.

The Company adopted ASU 2019-12 as of the beginning of fiscal 2022.

The adoption of ASU 2019-12 did not have a material impact on the Company's consolidated financial statements and notes thereto.

In August 2018, the FASB issued ASU No.

2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)" ("ASU 2018-15"), which is intended to clarify the accounting for implementation costs of cloud computing arrangements which are deemed to be a service contract rather than a software license.

The Company adopted ASU 2018-15 as of the beginning of Fiscal 2021 on a prospective basis.

The adoption of ASU 2018-15 did not have a material impact on the Company's consolidated financial statements and notes thereto.

In June 2016, the FASB issued ASU No.

2016-13, “Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), and subsequent clarifying updates, which requires companies to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables.

The standard requires upfront recognition of an allowance for credit losses expected to be incurred over an asset's contractual life based on relevant information about past events, current conditions, and supportable forecasts impacting its ultimate collectability.

The Company adopted ASU 2016-13 as of the beginning of Fiscal 2021 using the modified retrospective basis.

The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements and notes thereto.

In February 2016, the FASB issued ASU No.

2016-02, "Leases (Topic 842)," which the Company adopted in its entirety on June 30, 2019.

This ASU requires recognition of lease assets and lease liabilities on the balance sheet for all leases other than short-term leases.

The Company applied the provisions of ASU No.

2018-11, "Leases (Topic 842):

Targeted Improvements" ("ASU 2018-11"), allowing it to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without restating the comparative prior year periods.

Refer to Note 11, "Leases" for further discussion and related disclosures on leases.

Recently Issued Accounting Pronouncements Not Yet Adopted

The Company has considered all new accounting pronouncements and have concluded that there are no new pronouncements that may have a material impact on our results of operations, financial condition or cash flows based on current information.

Fiscal 2019 Acquisitions

Distributor Acquisitions

During the fiscal year ended June 29, 2019, the Company acquired designated assets of its Stuart Weitzman distributor in Southern China and Australia and of its Kate Spade distributor in Australia, Malaysia and Singapore.

The aggregate purchase consideration for the acquisitions was $ 47.8 million, $ 44.0 million of which was cash consideration and the remaining is related to non-cash consideration.

Of the $ 44.0 million of cash consideration, $ 43.5 million was paid during fiscal 2019 and $ 0.5 million was paid during fiscal 2020.

Of the total purchase consideration of $ 47.8 million, $ 21.8 million of net assets were recorded at their fair values.

The excess of the purchase consideration over the fair value of the net assets acquired was recorded as non-tax deductible goodwill in the amount of $ 26.0 million, of which $ 13.3 million was assigned to the Stuart Weitzman segment and $ 12.7 million was assigned to the Kate Spade segment.

The results of the operations of each acquired entity have been included in the consolidated financial statements since the respective date of each acquisition.

The pro forma results are not presented for these acquisitions as they are immaterial.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on our results of operations, financial condition or cash flows based on current information.

The Company recognizes revenue primarily from sales of the products of its brands through retail and wholesale channels, including e-commerce sites.

23 unchanged sentences

Revenue for contractually guaranteed minimum royalty amounts is recognized ratably over the license year and any excess sales-based royalties are recognized as earned once the minimum royalty threshold is achieved.

Payments from the customer are generally due quarterly in an amount based on the licensee's sales of goods bearing the licensed trademarks during the period, which may differ from the amount of revenue recorded during the period thereby generating a contract asset or liability.

Payments from the customer are generally due quarterly in an amount based on the licensee's sales of goods bearing

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

the licensed trademarks during the period, which may differ from the amount of revenue recorded during the period thereby generating a contract asset or liability.

Contract assets and liabilities and contract costs related to the licensing arrangements are immaterial as the licensing business represents approximately 1 % of total net sales in the fiscal year ended July 2, 2022.

2 unchanged sentences

Other practical expedients elected by the Company include (i) assuming no significant financing component exists for any contract with a duration of one year or less, (ii) accounting for shipping and handling as a fulfillment activity within SG&A expense regardless of the timing of the shipment in relation to the transfer of control and (iii) excluding sales and value added tax from the transaction price.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

Disaggregated Net Sales

15 unchanged sentences

Total $ 3,051.1 $ 730.3 $ 850.9 $ 329.1 $ 4,961.4

(1) Greater China includes mainland China, Hong Kong SAR, Macao SAR and Taiwan.

(2) Other Asia includes Japan, Australia, New Zealand, South Korea, Thailand and other countries within Asia.

(1) Greater China includes mainland China, Taiwan, Hong Kong SAR and Macao SAR.

(2) Other Asia includes Japan, Malaysia, Australia, New Zealand, South Korea, Singapore and other countries within Asia.

(3) Other sales primarily represents sales in Europe, the Middle East and royalties earned from the Company's licensing partners.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

Deferred Revenue

1 unchanged sentence

Additional deferred revenue may result from sales-based royalty payments received or receivable which exceed the revenue recognized during the contractual period.

The balance of such amounts as of July 3, 2021 and June 27, 2020 was $ 32.4 million and $ 28.1 million, respectively, which were primarily recorded within Accrued liabilities on the Company's Consolidated Balance Sheets and are generally expected to be recognized as revenue within a year.

The balance of such amounts as of July 2, 2022 and July 3, 2021 was $ 41.5 million and $ 32.4 million, respectively, which were primarily recorded within Accrued liabilities on the Company's Consolidated Balance Sheets and are generally expected to be recognized as revenue within a year.

For the fiscal year ended July 2, 2022, net sales of $ 16.8 million were recognized from amounts recorded as deferred revenue as of July 3, 2021.

For the fiscal year ended July 3, 2021, net sales of $ 12.5 million were recognized from amounts recorded as deferred revenue as of June 27, 2020.

For the fiscal year ended June 27, 2020, net sales of $ 12.3 million were recognized from amounts recorded as deferred revenue as of June 29, 2019.

The Company did no t incur integration costs during the fiscal year ended July 3, 2021.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

During the fiscal year ended June 27, 2020, the Company incurred integration and acquisition-related costs of $ 12.9 million.

The charges recorded in Cost of sales for the fiscal year ended June 27, 2020 were $ 5.6 million.

Of the amount recorded to cost of sales for the fiscal year ended June 27, 2020, $ 4.3 million was recorded within the Stuart Weitzman segment, $ 1.2 million was recorded within the Kate Spade segment and $ 0.1 million was recorded within the Coach segment.

The charges recorded in SG&A expenses for the fiscal year ended June 27, 2020 were $ 7.3 million.

Of the amount recorded to SG&A expenses for the fiscal year ended June 27, 2020, $ 8.7 million was recorded within Corporate, $ 0.5 million was recorded within the Coach segment, $ 0.1 million was recorded within the Kate Spade segment and a reduction of expense of $ 2.0 million was recorded within the Stuart Weitzman segment.

Of the total costs of $ 12.9 million, $ 2.6 million were non-cash charges related to inventory, organization-related costs and purchase accounting adjustments.

Refer to Note 4, "Acquisitions," for more information.

A summary of the integration charges for the fiscal year ended June 27, 2020 is as follows:

Fiscal Year Ended

June 27, 2020

Purchase accounting adjustments (1)

Inventory-related charges (2)

(1) Purchase accounting adjustments primarily relate to the short-term impact of the amortization of fair value adjustments.

(2) Inventory-related charges primarily relate to inventory reserves for the fiscal year ended June 27, 2020.

(3) Other primarily relates to professional fees, severance charges, asset write-offs and inventory true-up.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

RESTRUCTURING ACTIVITIES

Acceleration Program

The Company has implemented a strategic growth plan after undergoing a review of its business under its multi-year growth agenda.

Starting in fiscal 2020, the Company embarked on a strategic growth plan after undergoing a review of its business under its multi-year growth agenda.

This multi-faceted, multi-year strategic growth plan (the "Acceleration Program") reflects:

2 unchanged sentences

and (iii) professional fees and share-based compensation costs incurred as a result of the development and execution of the Company's comprehensive strategic initiatives aimed at increasing profitability.

Under the Acceleration Program, the Company expects to incur total pre-tax charges of approximately $ 205 - $ 220 million.

The Acceleration Program is expected to be substantially complete by the end of fiscal 2022.

Since inception in fiscal 2020, the Company incurred total pre-tax charges of $ 219.4 million.

The Company does not expect to incur further expenses related to the Acceleration Program in fiscal 2023.

Under the Acceleration Program, the Company incurred charges of $ 42.8 million during the fiscal year ended July 2, 2022, all of which was recorded within SG&A expenses.

Of the $ 89.6 million recorded within SG&A expenses, $ 65.8 million was recorded within Corporate, $ 21.9 million was recorded within the Coach segment, $ 4.4 million was recorded within the Kate Spade segment and a reduction of expense of $ 2.5 million was recorded within the Stuart Weitzman segment.

Of the $ 42.8 million recorded within SG&A expenses, $ 26.6 million was recorded within Corporate, $ 6.7 million was recorded within the Coach segment, $ 5.9 million was recorded within the Kate Spade segment and $ 3.6 million was recorded within the Stuart Weitzman segment.

During the fiscal year ended July 3, 2021, the Company incurred charges of $ 89.6 million, all of which was recorded within SG&A expenses.

Of the $ 89.6 million recorded within SG&A, $ 65.8 million was recorded within Corporate, $ 21.9 million was recorded within the Coach segment, $ 4.4 million was recorded within the Kate Spade segment and a reduction of expense of $ 2.5 million was recorded within the Stuart Weitzman segment.

During the fiscal year ended June 27, 2020, the Company incurred charges of $ 87.0 million, of which $ 8.4 million was recorded within Cost of sales and $ 78.6 million was recorded within SG&A expenses.

12 unchanged sentences

Liability balance as of July 3, 2021 $ 3.3 $ 0.3 $ 22.5 $ 26.1

Fiscal 2022 charges $ 0.5 $ 3.9 $ 38.4 $ 42.8

Cash payments ( 2.7 ) ( 6.4 ) ( 38.2 ) ( 47.3 )

Non-cash charges — 2.4 ( 17.2 ) ( 14.8 )

Liability balance as of July 2, 2022 $ 1.1 $ 0.2 $ 5.5 $ 6.8

(1) Organization-related charges, recorded within SG&A expenses, primarily relates to severance and other related costs.

(2) Store closure charges represent lease termination penalties, removal or modification of lease assets and liabilities, establishing inventory reserves, accelerated depreciation and severance.

(3) Other charges, recorded within SG&A, primarily relates to professional fees and share-based compensation.

The Company expects to incur approximately $ 30 - $ 45 million in additional charges under its the Acceleration Program in fiscal 2022.

(3) Other charges, recorded within SG&A, primarily relates to share-based compensation and professional fees.

TAPESTRY, INC.

3 unchanged sentences

Unrealized Gains (Losses) on Cash Flow Hedging Derivatives (1)

Unrealized Gains (Losses) on Available-for-Sale Investments Cumulative Translation Adjustment Other Total

Unrealized Gains (Losses) on Available-for-Sale Investments Cumulative Translation Adjustment (2)

Balances at June 27, 2020 $ 1.1 $ — $ ( 93.3 ) $ ( 92.2 )

4 unchanged sentences

Net current-period other comprehensive income (loss) ( 1.8 ) — 22.0 20.2

Balances at June 27, 2020 $ 1.1 $ — $ ( 93.3 ) $ — $ ( 92.2 )

Balances at July 3, 2021 $ ( 0.7 ) $ — $ ( 71.3 ) $ ( 72.0 )

Other comprehensive income (loss) before reclassifications

4 unchanged sentences

Balances at July 2, 2022 $ ( 2.3 ) $ ( 0.5 ) $ ( 168.1 ) $ ( 170.9 )

(1) The ending balances of AOCI related to cash flow hedges are net of tax of $ 0.3 million and $( 0.2 ) million as of July 3, 2021 and June 27, 2020, respectively.

The amounts reclassified from AOCI are net of tax of $ 0.1 million and $ 4.2 million as of July 3, 2021 and June 27, 2020, respectively.

(1) The ending balances of AOCI related to cash flow hedges are net of tax of $ 0.9 million and $ 0.3 million as of July 2, 2022 and July 3, 2021, respectively.

The amounts reclassified from AOCI are net of tax of $ 0.8 million and $ 0.1 million as of July 2, 2022 and July 3, 2021, respectively.

(2) As of July 2, 2022, OCI before reclassifications includes a net loss of $ 7.6 million related to changes in the fair values of instruments designated as hedges of the Company's net investment in certain foreign operations.

The ending balances of AOCI related to net investment hedges are net of tax of $( 11.4 ) million as of July 2, 2022 and as the Company began entering into net investment hedges in Fiscal 2022, there was no balance as of July 3, 2021.

SHARE-BASED COMPENSATION

2 unchanged sentences

2021 June 27,

2020 June 29,

Share-based compensation expense (1)

2 unchanged sentences

(1) During the fiscal year ended July 2, 2022, the Company incurred $ 17.2 million of share-based compensation expense related to its Acceleration Program.

During the fiscal year ended July 3, 2021, the Company incurred $ 10.8 million of share-based compensation expense related to Acceleration Program.

During the fiscal year ended June 27, 2020, the Company incurred $ 9.8 million of share-based compensation expense related to its organization-related and integration activities and $ 4.0 million of share-based compensation expense related to its Acceleration Program.

During the fiscal year ended June 29, 2019, the Company incurred $ 3.2 million of share-based compensation expense related to its integration efforts.

Refer to Note 6, "Integration," and Note 7, "Restructuring Activities," for further information.

Refer to Note 5, "Restructuring Activities," for further information.

Stock-Based Plans

1 unchanged sentence

2018 Stock Incentive Plan to award stock options and shares to certain members of management and the outside members of its Board of Directors (“Board”).

The Company maintains the 2010 Stock Incentive Plan for awards granted prior to the establishment of the 2018 Stock Incentive Plan.

These plans were approved by the Company's stockholders.

The exercise price of each stock option equals 100 % of the market price

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

of the Company's stock on the date of grant and generally has a maximum term of 10 years.

maintains the 2010 Stock Incentive Plan for awards granted prior to the establishment of the 2018 Stock Incentive Plan.

These plans were approved by the Company's stockholders.

The exercise price of each stock option equals 100 % of the market price of the Company's stock on the date of grant and generally has a maximum term of 10 years.

Stock options and service based share awards that are granted as part of the annual compensation process generally vest ratably over four years .

7 unchanged sentences

(millions) (millions)

Outstanding at June 27, 2020 15.0 $ 37.62

Outstanding at July 3, 2021 13.3 $ 35.99

Granted 0.7 42.27

6 unchanged sentences

2021 June 27,

2020 June 29,

Expected term (years) 5.0 5.1 5.1

17 unchanged sentences

Average Grant- Date Fair Value per RSU

Non-vested at June 27, 2020 4.9 $ 29.72

Non-vested at July 3, 2021 7.3 $ 21.11

Granted 1.9 41.70

10 unchanged sentences

Average Grant- Date Fair Value per PRSU

Non-vested at June 27, 2020 0.8 $ 32.68

Non-vested at July 3, 2021 1.0 $ 20.82

Granted 0.3 41.86

Change due to performance condition achievement ( 0.1 ) 48.38

Vested ( 0.2 ) 41.00

Forfeited — —

6 unchanged sentences

In fiscal 2022, fiscal 2021 and fiscal 2020, the cash tax benefit realized for the tax deductions from all RSUs (service and performance-based) was $ 17.4 million, $ 6.2 million and $ 8.8 million, respectively.

Employee Stock Purchase Plan

Under the 2001 Employee Stock Purchase Plan, eligible employees are permitted to purchase a limited number of Company common shares at 85 % of market value.

Under this plan, the Company sold 0.2 million, 0.2 million and 0.2 million

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

shares to employees in fiscal 2021, fiscal 2020 and fiscal 2019, respectively.

Employee Stock Purchase Plan

Under the 2001 Employee Stock Purchase Plan, eligible employees are permitted to purchase a limited number of Company common shares at 85 % of market value.

Under this plan, the Company sold 0.1 million, 0.2 million and 0.2 million shares to employees in fiscal 2022, fiscal 2021 and fiscal 2020, respectively.

Compensation expense is calculated for the fair value of employees’ purchase rights using the Black-Scholes model and the following weighted-average assumptions:

1 unchanged sentence

2021 June 27,

2020 June 29,

Expected term (years) 0.5 0.5 0.5

5 unchanged sentences

The following table summarizes the Company’s primarily U.S.

dollar-denominated investments, recorded within the Consolidated Balance Sheets as of July 3, 2021 and June 27, 2020:

July 3, 2021 June 27, 2020

Short-term (2)

Long-term Total Short-term (2)

Long-term Total

dollar-denominated investments, recorded within the Consolidated Balance Sheets as of July 2, 2022 and July 3, 2021:

July 2, 2022 July 3, 2021

Short-term Long-term (3)

Total Short-term Long-term (3)

Available-for-sale investments:

Commercial paper (1)

$ 59.6 $ — $ 59.6 $ — $ — $ —

Government securities – U.S.

39.4 — 39.4 — — —

Corporate debt securities – U.S.

55.2 — 55.2 — — —

Available-for-sale investments, total $ 154.2 $ — $ 154.2 $ — $ — $ —

Time deposits (1)

3 unchanged sentences

(1) These securities have original maturities greater than three months and are recorded at fair value.

(2) Short-term investments are presented within Other current assets on the Consolidated Balance Sheets.

There were no material gross unrealized gains or losses on available-for-sale investments as of the periods ended July 3, 2021 and June 27, 2020.

(2) These securities as of July 2, 2022 have maturity dates during fiscal 2023 and are recorded at fair value.

(3) Long-term investments are presented within Other assets on the Consolidated Balance Sheets.

There were no material gross unrealized gains or losses on available-for-sale investments as of the periods ended July 2, 2022 and July 3, 2021.

TAPESTRY, INC.

9 unchanged sentences

The Company calculates lease ROU assets and lease liabilities as the present value of fixed lease payments over the reasonably certain lease term beginning at the commencement date.

ASU 2016-02 requires the use of the implicit rate to determine the present value of lease payments.

The Company is required to use the implicit rate to determine the present value of lease payments.

As the rate implicit in the Company's leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, including the Company's credit rating, credit spread and adjustments for the impact of collateral, lease tenors, economic environment and currency.

8 unchanged sentences

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the ROU assets and lease liabilities recorded on the Company's Consolidated Balance Sheet as of July 3, 2021 and June 27, 2020 :

July 3, 2021 June 27, 2020 Location Recorded on Balance Sheet

The following table summarizes the ROU assets and lease liabilities recorded on the Company's Consolidated Balance Sheet as of July 2, 2022 and July 3, 2021 :

July 2, 2022 July 3, 2021 Location Recorded on Balance Sheet

Operating leases $ 1,281.6 $ 1,496.6 Operating lease right-of-use assets

10 unchanged sentences

Total lease liabilities $ 1,574.5 $ 1,849.7

The following table summarizes the composition of net lease costs, primarily recorded within SG&A expenses on the Company's Consolidated Statement of Operations for the fiscal year ended July 3, 2021 and June 27, 2020 :

Fiscal Year Ended

July 3, 2021 June 27, 2020

July 2, 2022 July 3, 2021

Finance lease cost:

9 unchanged sentences

(1) Interest on lease liabilities is recorded within Interest expense, net on the Company's Consolidated Statement of Operations.

(2) Rent concessions negotiated related to Covid-19 are recorded in variable lease expense.

(2) Rent concessions negotiated related to Covid-19 are recorded in variable lease cost.

(3) Operating lease right-of-use impairment includes charges under the Acceleration Program for the year ended July 3, 2021.

1 unchanged sentence

Notes to Consolidated Financial Statements (Continued)

The following table summarizes certain cash flow information related to the Company's leases for the fiscal year ended July 3, 2021 and June 27, 2020 :

The following table summarizes certain cash flow information related to the Company's leases for the fiscal year ended July 2, 2022 and July 3, 2021 :

Fiscal Year Ended

July 3, 2021 June 27, 2020

July 2, 2022 July 3, 2021

Cash paid for amounts included in the measurement of lease liabilities:

26 unchanged sentences

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the weighted-average remaining lease terms and weighted-average discount rates related to the Company's operating leases and finance leases recorded on the Consolidated Balance Sheet as of July 3, 2021 and June 27, 2020 :

July 3, 2021 June 27, 2020

July 2, 2022 July 3, 2021

Weighted average remaining lease term (years):

4 unchanged sentences

Finance leases 11.3 % 11.3 %

Additionally, the Company had an immaterial amount of future payment obligations related to executed lease agreements for which the related lease has not yet commenced as of July 3, 2021.

Additionally, the Company had approximately $ 181.4 million of future payment obligations related to executed lease agreements for which the related lease had not yet commenced as of July 2, 2022.

This obligation primarily relates to a lease agreement for a fulfillment center to be located in Las Vegas, Nevada.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The following tables provide information related to the Company's derivative instruments recorded on the Company's Consolidated Balance Sheets as of July 2, 2022 and July 3, 2021:

Notional Value Derivative Assets Derivative Liabilities

Designated Derivative Hedging Instruments

Fair Value Fair Value

July 2, 2022 July 3, 2021 Balance Sheet Classification July 2, 2022 July 3, 2021 Balance Sheet Classification July 2, 2022 July 3, 2021

FC - Inventory purchases (1)

$ 41.5 $ 61.4 Other Current Assets $ — $ — Accrued Liabilities $ 2.7 $ 1.2

FC - Intercompany liabilities and loans (2)

274.1 248.2 Other Current Assets 0.4 0.3 Accrued Liabilities 0.5 —

CCS - Net investment hedges (3)

1,200.0 — Other Assets 47.8 — Other Liabilities 44.0 —

Total Hedges $ 1,515.6 $ 309.6 $ 48.2 $ 0.3 $ 47.2 $ 1.2

(1) Represents forward foreign currency exchange contracts ("FC") designated as derivative instruments in cash flow hedging relationships.

(2) Represents forward foreign currency exchange contracts ("FC") designated as derivative instruments in fair value hedging relationships.

(3) Represents cross currency swap contracts ("CCS") designated as derivative instruments in net investment hedging relationships.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

The following tables provides the pretax impact of gains and losses from the Company's designated derivative instruments on its Consolidated Financial Statements for the fiscal years ended July 2, 2022, July 3, 2021 and June 27, 2020:

Amount of Gain (Loss) Recognized in OCI on Derivatives

Fiscal Year Ended

July 2, 2022 July 3, 2021 June 27, 2020

Cash flow hedges:

Inventory purchases (1)

$ ( 5.6 ) $ ( 7.2 ) $ ( 7.9 )

Cash flow hedges, total $ ( 5.6 ) $ ( 7.2 ) $ ( 7.9 )

Fair value hedges:

Intercompany liabilities & loans (2)

Fair value hedges, total $ — $ — $ —

Net investment hedges 3.8 — —

Other, total $ 3.8 $ — $ —

Total hedges $ ( 1.8 ) $ ( 7.2 ) $ ( 7.9 )

Amount of Gain (Loss) Reclassified from Accumulated OCI into Income

Statement of Operations

Classification Fiscal Year Ended

July 2, 2022 July 3, 2021 June 27, 2020

Cash flow hedges:

Inventory purchases (1)

Cost of Sales $ ( 3.4 ) $ ( 4.9 ) $ ( 12.4 )

Total hedges $ ( 3.4 ) $ ( 4.9 ) $ ( 12.4 )

For forward foreign currency exchange contracts that are designated as fair value hedges, both the gain (loss) on the derivative as well as the offsetting gain (loss) on the hedged item attributable to the hedged risk are recorded within Other expense (income) on the Company's Consolidated Statement of Operations.

The Company expects that $ 3.6 million of net derivative gains included in Accumulated other comprehensive income at July 2, 2022 will be reclassified into earnings within the next 12 months.

This amount will vary due to fluctuations in foreign currency exchange rates.

The Company assesses the cross-currency swaps used as a net investment hedges under the spot method.

This results in the cross-currency basis spread being excluded from the assessment of hedge effectiveness, and recorded as incurred as a reduction in interest expense in the Company’s consolidated statements of operations.

Accordingly, the Company recorded net interest income of $ 2.2 million during Fiscal 2022.

FAIR VALUE MEASUREMENTS

8 unchanged sentences

Notes to Consolidated Financial Statements (Continued)

The following table shows the fair value measurements of the Company’s financial assets and liabilities at July 3, 2021 and June 27, 2020:

The following table shows the fair value measurements of the Company’s financial assets and liabilities at July 2, 2022 and July 3, 2021:

Level 1 Level 2

2021 June 27,

Cash equivalents (1)

2 unchanged sentences

Time deposits (2)

Commercial paper (2)

Government securities - U.S.

Corporate debt securities - U.S.

Other — — 8.6 7.4

3 unchanged sentences

Inventory-related instruments (3)

Net investment hedges (3)

Intercompany loans and payables (3)

2 unchanged sentences

$ — $ — $ 2.7 $ 1.2

Net investment hedges (3)

Intercompany loans and payables (3)

1 unchanged sentence

Due to their short term maturity, management believes that their carrying value approximates fair value.

(2) Short-term available-for-sale investments are recorded at fair value, which approximates their carrying value, and are primarily based upon quoted vendor or broker priced securities in active markets.

(2) Short-term investments are recorded at fair value, which approximates their carrying value, and are primarily based upon quoted vendor or broker priced securities in active markets.

(3) The fair value of these hedges is primarily based on the forward curves of the specific indices upon which settlement is based and includes an adjustment for the counterparty’s or Company’s credit risk.

4 unchanged sentences

During the fiscal year ended July 2, 2022, the Company recorded $ 3.1 million of impairment charges to reduce the carrying amount of certain store assets within property and equipment, net to their estimated fair values.

During the fiscal year ended June 27, 2020, the Company recorded $ 111.8 million of impairment charges to reduce the carrying amount of certain store assets within property and equipment, net to their estimated fair values.

During the fiscal year ended July 3, 2021, the Company recorded $ 12.6 million of impairment charges to reduce the carrying amount of certain store assets within property and equipment, net to their estimated fair values.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

During the fiscal year ended July 2, 2022, the Company recorded $ 0.9 million of impairment charges to reduce the carrying amount of certain operating lease right-of-use assets to their estimated fair values.

During the fiscal year ended June 27, 2020, the Company recorded $ 155.4 million of impairment charges to reduce the carrying amount of certain operating lease right-of-use assets to their estimated fair values.

During the fiscal year ended July 3, 2021, the Company recorded $ 48.3 million of impairment charges to reduce the carrying amount of certain operating lease right-of-use assets to their estimated fair values.

The fair value of store assets were determined based on Level 3 measurements.

Inputs to these fair value measurements included estimates of the amounts and the timing of the stores' net future discounted cash flows based on historical experience, current trends and market conditions.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

During the fiscal year ended June 27, 2020, the Company recorded a full impairment of $ 267.0 million to the Stuart Weitzman indefinite-lived brand intangibles, and a full impairment of $ 210.7 million to goodwill pertaining to the Stuart Weitzman reporting unit.

1 unchanged sentence

The following table summarizes the components of the Company’s outstanding debt:

2021 June 27,

Current Debt:

Revolving Credit Facility $ — $ 700.0

Note Payable — 11.5

Total Current Debt $ 31.2 $ —

Long-Term Debt:

Term Loan $ 468.8 $ —

3.050 % Senior Notes due 2032

1 unchanged sentence

3.000 % Senior Notes due 2022

4.250 % Senior Notes due 2025

Total Long-Term Debt 1,668.8 1,600.0

2 unchanged sentences

During fiscal 2022, 2021 and 2020 the Company recognized interest expense related to the outstanding debt of $ 68.8 million, $ 73.5 million and $ 71.5 million, respectively.

Revolving Credit Facility

On October 24, 2019, the Company entered into a definitive credit agreement whereby Bank of America, N.A., as administrative agent, the other agents party thereto, and a syndicate of banks and financial institutions have made available to the Company a $ 900.0 million revolving credit facility, including sub-facilities for letters of credit, with a maturity date of October 24, 2024 (the “Revolving Credit Facility”).

The Revolving Credit Facility may be used to finance the working capital needs, capital expenditures, permitted investments, share purchases, dividends and other general corporate purposes of the Company and its subsidiaries (which may include commercial paper back-up).

Letters of credit and swing line loans may be issued under the Revolving Credit Facility as described below.

Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to, at the Borrowers’ option, either (a) an alternate base rate (which is a rate equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1% or (iii) the Adjusted LIBO Rate for a one month Interest Period on such day plus 1 %) or (b) a rate based on the rates applicable for deposits in the interbank market for U.S.

Dollars or the applicable currency in which the loans are made plus, in each case, an applicable margin.

The applicable margin will be determined by reference to a grid, as defined in the Credit Agreement, based on the ratio of (a) consolidated debt plus operating lease liability to (b) consolidated EBITDAR.

Additionally, the Company pays a commitment fee at a rate determined by the reference to the aforementioned pricing grid.

On May 19, 2020, the Company entered into Amendment No.

1 (the “Amendment”) to the Revolving Credit Facility under the terms of the Amendment, during the period from the Effective Date until October 2, 2021, the Company must maintain available liquidity of $ 700 million (with available liquidity defined as the sum of unrestricted cash and cash equivalents and available commitments under credit facilities, including the Revolving Credit Facility).

Following the period from the Effective Date until the compliance certificate is delivered for the fiscal quarter ending July 3, 2021 (the “Covenant Relief Period”), the Company must comply on a quarterly basis with a maximum net leverage ratio of 4.0 to 1.0.

In addition, the Amendment provides that during the Covenant Relief Period, if any two of the Company’s three credit ratings are non-investment grade, the Revolving Credit Facility will be guaranteed by the Company’s material domestic subsidiaries and will be subject to liens on accounts receivable, inventory and intellectual property, in each case subject to customary exceptions.

The Amendment also contains negative covenants that limit the ability of the Company and its subsidiaries to, among other things, incur certain debt,

$ 1.25 Billion Revolving Credit Facility and $ 500.0 Million Term Loan

On May 11, 2022, the Company financed and replaced the $ 900.0 Million Revolving Credit Facility by entering into a new credit facility that (i) includes an increased revolving credit facility (the “$ 1.25 Billion Revolving Credit Facility”) from $ 900.0 million to $ 1.25 billion, (ii) includes an unsecured $ 500.0 million Term Loan (the “Term Loan”) and (iii) redefines certain terms within the replaced Revolving Credit Facility (see “$ 900.0 Million Revolving Credit Facility” below).

Both the $ 1.25 Billion Revolving Credit Facility and Term Loan (collectively, the “Credit Facilities”) will mature on May 11, 2027.

The Company and its subsidiaries must comply on a quarterly basis with a maximum 4.0 to 1.0 ratio of (a) consolidated debt minus unrestricted cash and cash equivalents in excess of $ 300 million to (b) consolidated EBITDAR.

Borrowings under the $ 1.25 Billion Revolving Credit Facility bear interest at a rate per annum equal to, at the Company’s option, (i) for borrowings in U.S.

Dollars, either (a) an alternate base rate or (b) a term secured overnight financing rate, (ii) for borrowings in Euros, the Euro Interbank Offered Rate, (iii) for borrowings in Pounds Sterling, the Sterling Overnight Index Average Reference Rate and (iv) for borrowings in Japanese Yen, the Tokyo Interbank Offer Rate, plus, in each case, an applicable margin.

The applicable margin will be adjusted by reference to a grid (the “Pricing Grid”) based on the ratio of (a) consolidated debt to (b) consolidated EBITDAR (the “Gross Leverage Ratio”).

Additionally, the Company will pay facility fees, calculated at a rate per annum determined in accordance with the Pricing Grid, on the full amount of the $ 1.25 Billion Revolving Credit Facility, payable quarterly in arrears, and certain fees with respect to letters of credit that are issued.

The $ 1.25 Billion Revolving Credit Facility may be used to finance the working capital needs, capital expenditures, permitted

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

incur certain liens, dispose of assets, make investments, loans or advances, and engage in share buybacks during the Covenant Relief Period.

An increased interest rate will be applicable during the Covenant Relief Period when the Company’s gross leverage ratio exceeds 4.0 to 1.0.

The $ 900 million aggregate commitment amount under the revolving credit facility remains unchanged.

As of June 27, 2020, $ 700.0 million of borrowings were outstanding under the Revolving Credit Facility.

There was no outstanding borrowing on the Revolving Credit Facility as of July 3, 2021.

investments, share purchases, dividends and other general corporate purposes of the Company and its subsidiaries (which may include commercial paper backup).

There were no outstanding borrowings on the $ 1.25 Billion Revolving Credit Facility as of July 2, 2022.

The Term Loan includes up to a two-month delayed draw period from the closing date.

On June 14, 2022 the Company drew down on the Term Loan to satisfy the Company’s remaining obligations under the 3.000 % senior unsecured notes due 2022 and for general corporate purposes.

The Term Loan amortizes in an amount equal to 5.00 % per annum, with payments made quarterly.

Borrowings under the Term Loan bear interest at a rate per annum equal to, at the Company’s option, either (i) an alternate base rate or (ii) a term secured overnight financing rate plus, in each case, an applicable margin.

The applicable margin will be adjusted by reference to a pricing grid based on the Gross Leverage Ratio.

Additionally, the Company will pay a ticking fee on the undrawn amount of the Term Loan.

3.050 % Senior Notes due 2032

On March 2, 2015, the Company issued $ 600.0 million aggregate principal amount of 4.250 % senior unsecured notes due April 1, 2025 at 99.445 % of par (the “2025 Senior Notes”).

Interest is payable semi-annually on April 1 and October 1 beginning October 1, 2015.

Prior to January 1, 2025 ( 90 days prior to the scheduled maturity date), the Company may redeem the 2025 Senior Notes in whole or in part, at its option at any time or from time to time, at a redemption price equal to the greater of (1) 100 % of the principal amount of the 2025 Senior Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would have been payable in respect of the 2025 Senior Notes calculated as if the maturity date of the 2025 Senior Notes was January 1, 2025 (not including any portion of payments of interest accrued to the date of redemption), discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate (as defined in the indenture for the 2025 Senior Notes) plus 35 basis points, plus, in the case of each of (1) and (2), accrued and unpaid interest to the redemption date.

On and after January 1, 2025 ( 90 days prior to the scheduled maturity date), the Company may redeem the 2025 Senior Notes in whole or in part, at its option at any time or from time to time, at a redemption price equal to 100 % of the principal amount of the 2025 Senior Notes to be redeemed, plus accrued and unpaid interest to the redemption date.

On December 1, 2021, the Company issued $ 500.0 million aggregate principal amount of 3.050 % senior unsecured notes due March 15, 2032 at 99.705 % of par (the "2032 Senior Notes").

Interest is payable semi-annually on March 15 and September 15 beginning March 15, 2022.

Prior to December 15, 2031 (the date that is three months prior to the scheduled maturity date), the Company may redeem the 2032 Senior Notes in whole or in part, at its option at any time or from time to time, at a redemption price equal to the greater of (1) 100 % of the principal amount of the 2032 Senior Notes to be redeemed or (2) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would have been payable in respect of the 2032 Senior Notes calculated as if the maturity date of the 2032 Senior Notes was December 15, 2031 (not including any portion of payments of interest accrued to the date of redemption), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined in the Prospectus Supplement) plus 25 basis points, plus, in the case of each of (1) and (2), accrued and unpaid interest to the redemption date.

Cash Tender Offer

On December 1, 2021, the proceeds from the 2032 Senior Notes were utilized to complete a cash tender offer of $ 203.4 million and $ 296.6 million of the outstanding aggregate principal amount of the Company's 2027 Senior Notes (defined below under " 4.125 % Senior Notes due 2027") and 2025 Senior Notes (defined below under " 4.250 % Senior Notes due 2025"), respectively.

As a result of these cash tender offers completed prior to their scheduled maturities, the transactions were subject to a premium of $ 22.4 million and $ 26.8 million for the 2027 Senior Notes and 2025 Senior Notes, respectively.

Additionally, the Company recognized $ 4.5 million of debt issuance costs, tender fees, and unamortized original discount in connection with the transaction.

These premiums and costs, which totaled $ 53.7 million, were recorded as a pre-tax debt extinguishment charge during the second quarter of fiscal 2022.

Refer to the fiscal 2022, "GAAP to Non-GAAP Reconciliation," in Item 7.

"Management’s Discussion and Analysis of Financial Condition and Results of Operations" for additional information.

4.125 % Senior Notes due 2027

1 unchanged sentence

Interest is payable semi-annually on January 15 and July 15 beginning January 15, 2018.

Prior to June 15, 2022 (one month prior to the scheduled maturity date), the Company may redeem the 2022 Senior Notes in whole or in part, at its option at any time or from time to time, at a redemption price equal to the greater of (1) 100 % of the principal amount of the 2022 Senior Notes to be redeemed or (2) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would have been payable in respect of the 2022 Senior Notes calculated as if the maturity date of the 2022 Senior Notes was June 15, 2022 (not including any portion of payments of interest accrued to the date of redemption), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined in the Prospectus Supplement) plus 25 basis points, plus, in the case of each of (1) and (2), accrued and unpaid interest to the redemption date.

Prior to April 15, 2027 (the date that is three month prior to the scheduled maturity date), the Company may redeem the 2027 Senior Notes in whole or in part, at its option at any time or from time to time, at a redemption price equal to the greater of (1) 100 % of the principal amount of the 2027 Senior Notes to be redeemed or (2) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would have been payable in respect of the 2027 Senior Notes calculated as if the maturity date of the 2027 Senior Notes was April 15, 2027 (not including any portion of payments of interest accrued to the date of redemption), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined in the Prospectus Supplement) plus 30 basis points, plus, in the case of each of (1) and (2), accrued and unpaid interest to the redemption date.

On December 1, 2021, the Company completed a cash tender offer for $ 203.4 million of the outstanding aggregate principal amount of its 2027 Senior Notes.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

3.000 % Senior Notes due 2022

1 unchanged sentence

Interest is payable semi-annually on January 15 and July 15 beginning January 15, 2018.

On June 15, 2022 (the “Redemption Date”), the Company utilized the proceeds from the Term Loan to complete the full redemption of $ 400.0 million in aggregate principal amount of the 2022 Senior Notes at a redemption price equal to 100.00 % of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the Redemption Date of $ 5.0 million.

4.250 % Senior Notes due 2025

On March 2, 2015, the Company issued $ 600.0 million aggregate principal amount of 4.250 % senior unsecured notes due April 1, 2025 at 99.445 % of par (the “2025 Senior Notes”).

Interest is payable semi-annually on April 1 and October 1 beginning October 1, 2015.

On December 1, 2021, the Company completed a cash tender offer for $ 296.6 million of the outstanding aggregate principal amount of its 2025 Senior Notes.

At July 2, 2022, the fair value of the 2032, 2027, and 2025 Senior Notes was approximately $ 409.0 million, $ 383.0 million, and $ 304.1 million, respectively, based on external pricing data, including available quoted market prices of these instruments, and consideration of comparable debt instruments with similar interest rates and trading frequency, among other factors, and is classified as Level 2 measurements within the fair value hierarchy.

At June 27, 2020, the fair value of the 2025, 2022 and 2027 Senior Notes was approximately $ 576.6 million, $ 393.4 million and $ 565.0 million, respectively.

At July 3, 2021, the fair value of the 2027, 2022 and 2025 Senior Notes was approximately $ 659.3 million, $ 407.4 million and $ 651.9 million, respectively.

$ 900.0 Million Revolving Credit Facility

On October 24, 2019, the Company entered into a definitive credit agreement whereby Bank of America, N.A., as administrative agent, the other agents party thereto, and a syndicate of banks and financial institutions have made available to the Company a $ 900.0 million revolving credit facility (“ 900.0 Million Revolving Credit Facility”), including sub-facilities for letters of credit, with a maturity date of October 24, 2024.

The $ 900 Million Revolving Credit Facility may be used to finance the working capital needs, capital expenditures, permitted investments, share purchases, dividends and other general corporate purposes of the Company and its subsidiaries (which may include commercial paper back-up).

Letters of credit and swing line loans may be issued under the $ 900.0 Million Revolving Credit Facility as described below.

Borrowings under the $ 900.0 Million Revolving Credit Facility bear interest at a rate per annum equal to, at the Borrowers’ option, either (a) an alternate base rate (which is a rate equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1% or (iii) the Adjusted LIBO Rate for a one month Interest Period on such day plus 1 %) or (b) a rate based on the rates applicable for deposits in the interbank market for U.S.

Dollars or the applicable currency in which the loans are made plus, in each case, an applicable margin.

Additionally, the Company pays a commitment fee at a rate determined by the reference to the aforementioned pricing grid.

On May 19, 2020, the Company entered into Amendment No.

1 (the “Amendment”) to the $ 900.0 Million Revolving Credit Facility under the terms of the Amendment, during the period from the Effective Date until October 2, 2021, the Company must maintain available liquidity of $ 700 million (with available liquidity defined as the sum of unrestricted cash and cash equivalents and available commitments under credit facilities, including the $ 900.0 Million Revolving Credit Facility).

This requirement, among others that the Company was subject to during the period from the Effective Date until the compliance certificate was delivered for the fiscal quarter ending July 3, 2021 (the “Covenant Relief Period”), has been fulfilled.

Going forward, the Company must comply on a quarterly basis with a maximum net leverage ratio of 4.0 to 1.0.

The $ 900 million aggregate commitment amount under the Revolving Credit Facility remained unchanged under the amendment.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

As a result of taking operational control of the Kate Spade Joint Ventures, the Company had an outstanding Note Payable of $ 11.5 million as of June 27, 2020, to the other partner of the Kate Spade Joint Venture.

The Note Payable was fully repaid as of July 3, 2021.

May 11, 2022, the $ 900 Million Revolving Credit Facility was replaced by the $ 1.25 Billion Revolving Credit Facility described above under, "$ 1.25 Billion Revolving Credit Facility and $ 500.0 Million Term Loan".

Debt Maturities

As of July 3, 2021, the Company's aggregate debt is approximately $ 1.60 billion, of which $ 400 million is due in fiscal 2023, $ 600 million is due in fiscal 2025 and $ 600 million is due in fiscal 2028.

As of July 2, 2022 the debt maturities for the next five fiscal years and thereafter are as follows:

Thereafter 896.6

Total $ 1,700.0

COMMITMENTS AND CONTINGENCIES

Letters of Credit

The Company had standby letters of credit, surety bonds and bank guarantees totaling $ 40.5 million and $ 33.3 million outstanding at July 3, 2021 and June 27, 2020, respectively.

The Company had standby letters of credit, surety bonds and bank guarantees totaling $ 37.8 million and $ 40.5 million outstanding at July 2, 2022 and July 3, 2021, respectively.

The agreements, which expire at various dates through calendar 2028, primarily collateralize the Company’s obligation to third parties for duty, leases, insurance claims and materials used in product manufacturing.

5 unchanged sentences

Refer to Note 15, "Income Taxes," for more information related to the impact of the Tax Legislation.

The Company had other contractual cash obligations as of July 3, 2021, including $ 484.8 million related to inventory purchase obligations, $ 28.5 million related to capital expenditure purchase obligations, $ 187.2 million of other purchase obligations, $ 1.60 billion of debt repayments, $ 5.5 million of finance lease obligations and $ 257.6 million of interest payments on the outstanding debt.

The Company had other contractual cash obligations as of July 2, 2022, including $ 460.7 million related to inventory purchase obligations, $ 49.7 million related to capital expenditure and cloud computing implementation commitments, $ 323.5 million of other purchase obligations, $ 1.70 billion of debt repayments, $ 4.1 million of finance lease obligations and $ 347.5 million of interest payments on the outstanding debt.

Refer to Note 9, "Leases," for a summary of the Company's future minimum rental payments under non-cancelable leases.

The Company is involved in various routine legal proceedings as both plaintiff and defendant incident to the ordinary course of its business, including proceedings to protect Tapestry, Inc.'s intellectual property rights, litigation instituted by persons alleged to have been injured by advertising claims or upon premises within the Company's control, contract disputes, insurance claims and litigation with present or former employees.

The Company is involved in various legal proceedings as both plaintiff and defendant, including proceedings to protect Tapestry, Inc.'s intellectual property rights, litigation instituted by persons alleged to have been injured by advertising claims or upon premises within the Company's control, contract disputes, insurance claims and litigation with present or former employees.

As part of Tapestry’s policing program for its intellectual property rights, from time to time, the Company files lawsuits in the U.S.

3 unchanged sentences

From time to time, defendants will raise, either as affirmative defenses or as counterclaims, the invalidity or unenforceability of certain of Tapestry’s intellectual properties.

Although the Company's litigation as described above is routine and incidental to the conduct of Tapestry’s business, such litigation can result in large monetary awards, such as when a civil jury is allowed to determine compensatory and/or punitive damages.

Although the Company's litigation as described above is incidental to the conduct of Tapestry’s business, such litigation can result in large monetary awards, such as when a civil jury is allowed to determine compensatory and/or punitive damages.

The Company believes that the outcome of all pending legal proceedings in the aggregate will not have a material effect on the Company's business or consolidated financial statements.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

GOODWILL AND OTHER INTANGIBLE ASSETS

The Company performs its annual impairment assessment of goodwill as well as brand intangibles at the beginning of the fourth quarter of each fiscal year or if an event occurs that would more likely than not reduce the fair value below its carrying amount.

The Company determined there was no impairment in fiscal 2021 based on the annual assessment and no events occurring that would more likely than not reduce the fair value below its carrying amount.

The Company determined there was no impairment in fiscal 2022 and fiscal 2021 based on the annual assessment and no events occurring that would more likely than not reduce the fair value below its carrying amount.

During the third quarter of fiscal 2020, profitability trends continued to decline from those that were expected for the Stuart Weitzman brand.

This reduction in both current and future expected cash flows was exacerbated by the Covid-19 pandemic,

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

which resulted in a decline in sales driven by full and partial closures of a significant portion of the Company's stores and the Company's wholesale partners globally.

This reduction in both current and future expected cash flows was exacerbated by the Covid-19 pandemic, which resulted in a decline in sales driven by full and partial closures of a significant portion of the Company's stores and the Company's wholesale partners globally.

As a result of these macroeconomic conditions, the Company concluded that a triggering event had occurred during the third quarter of fiscal year 2020, resulting in the need to perform a quantitative interim impairment assessment over the Company’s Stuart Weitzman reporting unit and indefinite-lived brand intangible assets.

8 unchanged sentences

The Company determined there was no impairment during the fiscal 2020 annual impairment assessment.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

The change in the carrying amount of the Company’s Goodwill by segment is as follows:

Coach Kate Spade Stuart Weitzman Total

Coach Kate Spade Stuart Weitzman (1)

Balance at June 27, 2020 $ 661.7 $ 639.4 $ — $ 1,301.1

Impairment charges — — ( 210.7 ) ( 210.7 )

Foreign exchange impact ( 5.4 ) 1.6 — ( 3.8 )

Balance at June 27, 2020 661.7 639.4 — 1,301.1

Balance at July 3, 2021 656.3 641.0 — 1,297.3

Foreign exchange impact ( 47.2 ) ( 8.6 ) — ( 55.8 )

Balance at July 2, 2022 $ 609.1 $ 632.4 $ — $ 1,241.5

(1) Amount is net of accumulated goodwill impairment charges of $ 210.7 million as of July 2, 2022, July 3, 2021 and June 27, 2020.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

Intangible Assets

1 unchanged sentence

Fiscal Year Ended

July 3, 2021 June 27, 2020

July 2, 2022 July 3, 2021

Amount Accum.

5 unchanged sentences

Trademarks and trade names 1,309.8 — 1,309.8 1,309.8 — 1,309.8

1,309.8 — 1,309.8 1,309.8 — 1,309.8

Total intangible assets $ 1,410.1 $ ( 43.5 ) $ 1,366.6 $ 1,410.3 $ ( 36.9 ) $ 1,373.4

(1) The Company recognized a $ 267.0 million non-cash charge related to the impairment of the Stuart Weitzman indefinite-lived brand in fiscal 2020.

As of July 2, 2022, the expected amortization expense for intangible assets is as follows:

12 unchanged sentences

Fiscal Year Ended

July 3, 2021 June 27, 2020 June 29, 2019

July 2, 2022 July 3, 2021 June 27, 2020

Amount Percentage Amount Percentage Amount Percentage

10 unchanged sentences

( 3.5 ) ( 0.3 ) 6.5 0.7 89.8 ( 14.4 )

Transition tax on deferred foreign earnings

— — — — 7.5 1.0

Re-measurement of deferred taxes

— — — — ( 6.2 ) ( 0.8 )

Effects of tax credits and reorganization (3)

9 unchanged sentences

The Company has elected to account for the tax associated with GILTI as a period cost, and accordingly, the Company has not recorded deferred taxes associated with GILTI.

(3) This item represents the effective tax rate impact of the Stuart Weitzman Goodwill and indefinite-lived brand intangible impairment activity recorded in fiscal 2020.

(3) Fiscal 2021 is comprised primarily of $ 60.9 million of U.S.

federal foreign tax credits generated in fiscal 2021.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in response to the Covid-19 pandemic.

The CARES Act contains numerous tax provisions, such as refundable payroll tax credits, deferral of the employer portion of certain payroll taxes, net operating loss carrybacks, modifications to net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property.

Of the various provisions, the one most impactful to the Company is the net operating loss carryback.

The CARES Act requires the Company to make significant judgments and estimates in the interpretation of the law and in the calculation of the provision for taxes.

However, additional guidance may be issued by the Internal Revenue Service (“IRS”), the Department of the Treasury, or other governing body that may significantly differ from our interpretation of the law, which may result in a material effect on our business, cash flow, results of operations, or financial conditions.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

(4) This item represents the effective tax rate impact of the Stuart Weitzman Goodwill and indefinite-lived brand intangible impairment activity recorded in fiscal 2020.

Current and deferred tax provision (benefit) was:

Fiscal Year Ended

July 3, 2021 June 27, 2020 June 29, 2019

July 2, 2022 July 3, 2021 June 27, 2020

Current Deferred Current Deferred Current Deferred

4 unchanged sentences

$ 161.3 $ 29.4 $ 10.5 $ 52.6 $ 143.6 $ ( 115.7 )

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

The components of deferred tax assets and liabilities were:

2021 June 27,

Share-based compensation $ 26.1 $ 28.6

1 unchanged sentence

Employee benefits 36.7 43.6

Foreign investments — 3.9

Net operating loss 74.7 88.6

25 unchanged sentences

2021 June 27,

2020 June 29,

Balance at beginning of fiscal year $ 111.4 $ 88.5 $ 85.8

6 unchanged sentences

Of the $ 96.1 million ending gross unrecognized tax benefit balance as of July 2, 2022, $ 88.3 million relates to items which, if recognized, would impact the effective tax rate.

Of the $ 88.5 million ending gross unrecognized tax benefit balance as of June 27, 2020, $ 61.1 million relates to items which, if recognized, would impact the effective tax rate.

As of July 3, 2021 and June 27, 2020, gross interest and penalties payable was $ 10.1 million and $ 10.9 million, respectively, which are included in Other liabilities.

Of the $ 111.4 million ending gross unrecognized tax benefit balance as of July 3, 2021, $ 98.1 million relates to items which, if recognized, would impact the effective tax rate.

As of July 2, 2022 and July 3, 2021, gross interest and penalties payable was $ 8.2 million and $ 10.1 million, respectively, which are included in Other liabilities.

During fiscal 2022, fiscal 2021 and fiscal 2020, the Company recognized gross interest and penalty income of $ 1.5 million, gross interest and penalty expense of $ 0.8 million and gross interest and penalty income of $ 1.2 million, respectively.

4 unchanged sentences

federal jurisdiction, fiscal 2016 to present in select state jurisdictions and fiscal 2015 to present in select foreign jurisdictions.

The Company is currently under audit in the U.S.

for fiscal 2018.

The Company is currently under U.S.

federal audit for fiscal 2018.

The Company anticipates that one or more of these audits may be finalized and certain statutes of limitation may expire in the foreseeable future.

5 unchanged sentences

state tax loss carryforwards of $ 706.0 million and tax loss carryforwards of various foreign jurisdictions of $ 123.9 million.

As of June 27, 2020, the Company had the following tax loss carryforwards available:

federal loss carryforwards of $ 127.7 million, state tax loss carryforwards of $ 810.1 million and tax loss carryforwards of various foreign jurisdictions of $ 131.3 million.

The state net operating loss carryforwards generally start to expire in 2021, respectively.

As of July 3, 2021, the Company had the following tax loss carryforwards available:

state tax loss carryforwards of $ 705.6 million and tax loss carryforwards of various foreign jurisdictions of $ 211.7 million.

The state net operating loss carryforwards generally start to expire in fiscal 2023, respectively.

The majority of the foreign net operating loss can be carried forward indefinitely.

Deferred tax assets, including the deferred tax assets recognized on these net operating losses, have been reduced by a valuation allowance of $ 65.9 million as of July 3, 2021 and $ 39.6 million as of June 27, 2020.

Deferred tax assets, including the deferred tax assets recognized on these net operating losses, have been reduced by a valuation allowance of $ 51.6 million as of July 2, 2022 and $ 65.9 million as of July 3, 2021.

The Company is not permanently reinvested with respect to the earnings of a limited number of foreign entities and has recorded the tax consequences of remitting earnings from these entities.

The Company is permanently reinvested with respect to all other earnings.

The total estimated amount of unremitted earnings of foreign subsidiaries as of July 3, 2021 and June 27, 2020 was $ 1.01 billion and $ 739.4 million, respectively.

The total estimated amount of unremitted earnings of foreign subsidiaries as of July 2, 2022 and July 3, 2021 was $ 747.6 million and $ 1.01 billion, respectively.

The Company intends to distribute $ 525.5 million of earnings that were previously subject to U.S.

13 unchanged sentences

Fiscal 2025 52.9

Total $ 127.1

14 unchanged sentences

The following table summarizes segment performance for fiscal 2022, fiscal 2021 and fiscal 2020:

Stuart Weitzman (1)

Corporate (2)

Spade Stuart Weitzman Corporate (1)

Net sales $ 4,921.3 $ 1,445.5 $ 317.7 $ — $ 6,684.5

22 unchanged sentences

Gross profit (2)

2,411.6 682.9 144.8 — 3,239.3

Operating income (loss) 589.4 ( 99.3 ) ( 621.4 ) ( 419.5 ) ( 550.8 )

6 unchanged sentences

75.7 62.0 14.3 54.4 206.4

(1) During fiscal 2019, the Company acquired certain distributors for the Stuart Weitzman and Kate Spade brands.

(1) Corporate, which is not a reportable segment, represents certain costs that are not directly attributable to a brand.

3 unchanged sentences

The non-cash portion of these charges are presented within Impairment charges on the Consolidated Statement of Cash Flows.

(4) For the fiscal year ended July 3, 2021, depreciation and amortization expense includes $ 1.8 million of Acceleration Program costs.

For the fiscal year ended June 27, 2020 and June 29, 2019, depreciation and amortization expense included $ 0.4 million and $ 2.2 million of Integration & Acquisition costs, respectively.

For the fiscal year ended June 27, 2020,

(3) For the fiscal year ended July 3, 2021, depreciation and amortization expense includes $ 1.8 million of Acceleration Program costs, respectively.

For the fiscal year ended June 27, 2020, depreciation and amortization expense included $ 0.4 million of Integration & Acquisition costs as well as impairment charges of $ 44.6 million for Coach, $ 36.0 million for Kate Spade and $ 499.9 million for Stuart Weitzman.

Refer to Note 11, "Fair Value Measurements," and Note 14, "Goodwill and

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

depreciation and amortization expense included impairment charges of $ 44.6 million for Coach, $ 36.0 million for Kate Spade and $ 499.9 million for Stuart Weitzman.

Refer to Note 12, "Fair Value Measurements," and Note 15, "Goodwill and Other Intangible Assets" for further information.

Other Intangible Assets" for further information.

Depreciation and amortization expense for the segments includes an allocation of expense related to assets which support multiple segments.

(5) Additions to long-lived assets for the reportable segments primarily includes store assets as well as assets that support a specific brand.

Corporate additions include all other assets which includes a combination of Corporate assets, as well as assets that may support all segments.

(4) Additions to long-lived assets for the reportable segments primarily include costs for assets that will be capitalized within Property and equipment, net, and costs relating to cloud computing implementation costs.

Cloud computing implementation costs are recognized within Prepaid expenses and Other assets on the Consolidated Balance Sheets.

Brand additions include costs that are specific for the brand and corporate additions include all other assets which includes a combination of Corporate assets, as well as assets that may support all segments.

As such, depreciation expense for these assets may be subsequently allocated to a reportable segment.

1 unchanged sentence

Fiscal Year Ended

July 3, 2021 June 27, 2020 June 29, 2019

July 2, 2022 July 3, 2021 June 27, 2020

Amount % of total net sales Amount % of total net sales Amount % of total net sales

Women's Handbags $ 2,574.8 38 % $ 2,302.3 40 % $ 1,852.0 37 %

Men's 769.3 13 688.0 14 862.0 14

Women's Accessories 942.5 14 776.7 14 645.4 13

Men's 904.8 14 769.3 13 688.0 14

Other Products 499.2 7 404.8 7 340.3 7

24 unchanged sentences

(1) Includes net sales from our global travel retail business in locations within the specified geographic area.

(2) Greater China includes mainland China, Hong Kong SAR, Macao SAR and Taiwan.

(3) Other includes sales in Europe, Canada, South Korea, Malaysia, Singapore, Australia and New Zealand and royalties earned from the Company's licensing partners.

(2) Greater China includes mainland China, Taiwan, Hong Kong SAR and Macao SAR.

(3) Other includes sales in Europe, Canada, Malaysia, Australia and New Zealand, South Korea, Singapore, and royalties earned from the Company's licensing partners.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

EARNINGS PER SHARE

1 unchanged sentence

Diluted net income per share is calculated similarly but includes potential dilution from the exercise of stock options and restricted stock units and any other potentially dilutive instruments, only in the periods in which such effects are dilutive under the treasury stock method.

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

The following is a reconciliation of the weighted-average shares outstanding and calculation of basic and diluted earnings per share:

1 unchanged sentence

2021 June 27,

2020 June 29,

(millions, except per share data)

9 unchanged sentences

At July 2, 2022, options to purchase 5.4 million shares of common stock were outstanding but not included in the computation of diluted earnings per share, as these options’ exercise prices, ranging from $ 33.46 to $ 58.54 , were greater than the average market price of the common shares.

At June 27, 2020, options to purchase 15.0 million shares of common stock were outstanding but not included in the computation of diluted earnings per share, as these options’ exercise prices, ranging from $ 15.38 to $ 78.46 , were greater than the average market price of the common shares.

At July 3, 2021, options to purchase 3.7 million shares of common stock were outstanding but not included in the computation of diluted earnings per share, as these options’ exercise prices, ranging from $ 44.97 to $ 78.46 , were greater than the average market price of the common shares.

3 unchanged sentences

Performance-based restricted stock unit awards are included in the computation of diluted shares only to the extent that the underlying performance conditions (and any applicable market condition modifiers) (i) are satisfied as of the end of the reporting period or (ii) would be considered satisfied if the end of the reporting period were the end of the related contingency period and the result would be dilutive under the treasury stock method.

As of July 3, 2021, June 27, 2020 and June 29, 2019, there were approximately 5.0 million, 16.2 million, and 12.6 million, respectively, of shares issuable upon exercise of anti-dilutive options and contingent vesting of performance-based restricted stock unit awards, which were excluded from the diluted share calculations.

As of July 2, 2022, July 3, 2021 and June 27, 2020, there were approximately 6.9 million, 5.0 million, and 16.2 million, respectively, of shares issuable upon exercise of anti-dilutive options and contingent vesting of performance-based restricted stock unit awards, which were excluded from the diluted share calculations.

RELATED PARTIES

1 unchanged sentence

Payments to this factory represented $ 15.6 million and $ 17.9 million in fiscal 2022 and fiscal 2021, respectively.

Amounts payable to this factory were not material at July 3, 2021 or June 27, 2020.

Amounts payable to this factory were not material at July 2, 2022 or July 3, 2021.

TAPESTRY, INC.

2 unchanged sentences

The components of certain balance sheet accounts are as follows:

2021 June 27,

Property and equipment

11 unchanged sentences

Accrued income taxes 35.8 52.0

Accrued freight 80.4 48.9

Operating expenses 280.7 324.2

6 unchanged sentences

TAPESTRY, INC.

Notes to Consolidated Financial Statements (Continued)

SUBSEQUENT EVENTS

The Company also intends to repurchase approximately $ 500.0 million worth of stock in fiscal 2022, of which $ 600.0 million is remaining under its current authorization.

TAPESTRY, INC.

Schedule II — Valuation and Qualifying Accounts

For the Fiscal Years Ended July 3, 2021, June 27, 2020 and June 29, 2019

For the Fiscal Years Ended July 2, 2022, July 3, 2021 and June 27, 2020

Balance at Beginning

of Year Additions Charged to Costs and Expenses Other Adjustments (1)

of Year Additions Charged to Costs and Expenses Write-offs/

Allowances Taken Balance at

14 unchanged sentences

Total $ 65.7 $ 104.3 $ ( 85.5 ) $ 84.5

(1) During the fiscal year ended June 29, 2019, other adjustments of $ 5.1 million represent the adjustment to the allowance for returns as a result of the adoption of ASU 2014-09, " Revenue from Contracts with Customers ."

TAPESTRY, INC.

Quarterly Financial Data

First Quarter Second Quarter Third Quarter Fourth Quarter

(millions, except per share data)

Fiscal 2021 (1)

Net sales $ 1,172.2 $ 1,685.4 $ 1,273.3 $ 1,615.4

Gross profit 830.2 1,173.7 911.9 1,166.1

Net income (loss) 231.7 311.0 91.7 199.8

Net income (loss) per common share:

Basic $ 0.84 $ 1.12 $ 0.33 $ 0.72

Diluted $ 0.83 $ 1.11 $ 0.32 $ 0.69

Fiscal 2020 (1)

Net sales $ 1,357.9 $ 1,816.0 $ 1,072.7 $ 714.8

Gross profit 914.5 1,209.7 616.2 498.9

Net income (loss) 20.0 298.8 ( 677.1 ) ( 293.8 )

Net income (loss) per common share:

Basic $ 0.07 $ 1.08 $ ( 2.45 ) $ ( 1.06 )

Diluted $ 0.07 $ 1.08 $ ( 2.45 ) $ ( 1.06 )

Fiscal 2019 (1)

Net sales $ 1,381.2 $ 1,800.8 $ 1,331.4 $ 1,513.7

Gross profit 935.1 1,203.5 915.9 999.2

Net income (loss) 122.3 254.8 117.4 148.9

Net income (loss) per common share:

Basic $ 0.42 $ 0.88 $ 0.40 $ 0.51

Diluted $ 0.42 $ 0.88 $ 0.40 $ 0.51

(1) The sum of the quarterly earnings per share may not equal the full-year amount, as the computations of the weighted-average number of common basic and diluted shares outstanding for each quarter and the full year are performed independently.

EXHIBITS TO FORM 10-K

1 unchanged sentence

Exhibit Description

1.1 Underwriting Agreement, dated as of November 16, 2021, among the Company and BofA Securities, Inc., HSBC Securities (USA) Inc.

Morgan Securities LLC, as representatives of the several underwriters named therein, which is incorporated herein by reference from Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on November 17 , 2021

3.1 Amended and Restated Bylaws of Tapestry, Inc., effective as of October 31, 2017, which is incorporated herein by reference from Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 31, 2017

18 unchanged sentences

4.8 Form of 4.125% senior unsecured notes due 2027 (included in the Third Supplemental Indenture), which is incorporated by reference from Exhibit 4.4 to the Registrant's Current Report on Form 8-K, filed on June 20, 2017

4.9 Indenture, dated as of December 1, 2021, between the Company and U.S.

Bank National Association, as trustee, which is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 1, 2021

4.10 First Supplemental Indenture, dated as of December 1, 2021, relating to the 3.050% senior unsecured notes due 2032, between the Company and U.S.

Bank National Association, as trustee, which is incorporated by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on December 1, 2021

4.11 Form of 3.050% senior unsecured notes due 2032 (included in the First Supplemental Indenture), which is incorporated by reference from Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed on December 1, 2021

4.12 Description of Securities, which is incorporated by reference from Exhibit 4.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020

Exhibit Description

10.1† Coach, Inc.

10 unchanged sentences

Amended and Restated 2010 Stock Incentive Plan, which is incorporated herein by reference from Appendix B to the Registrant’s Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders, filed on September 26, 2014

Exhibit Description

10.7† Coach, Inc.

24 unchanged sentences

10.20 Redemption Agreement and Amendment to Limited Liability Company Agreement, dated as of August 1, 2016, by and between Legacy Yards LLC, Coach Legacy Yards LLC and Podium Fund Tower C SPV LLC, which is incorporated by reference from Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended October 1, 2016

Exhibit Description

10.21 Lease Agreement, dated as of August 1, 2016, by and between Coach, Inc.

2 unchanged sentences

10.23 Termination and Release of the Coach Guaranty, dated as of August 1, 2016, by and between Podium Fund Tower C SPV LLC and ERY Developer LLC, which is incorporated by reference from Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the period ended October 1, 2016

10.24† Employment Offer Letter, dated March 27, 2017, between Coach, Inc.

and Joshua Schulman, which is incorporated by reference from Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended April 1, 2017

10.24 Sublease, dated as of September 13, 2017 between Coach, Inc.

and The Guardian Life Insurance Company of America, a New York mutual insurance company, which is incorporated by reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on September 14, 2017.

Exhibit Description

10.25† Letter Agreement, dated May 8, 2019 between the Registrant and Thomas Glaser, which is incorporated herein by reference from Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 29, 2019

1 unchanged sentence

Severance Pay Plan for Vice Presidents and Above, Amended and Restated effective May 9, 2019, which is incorporated herein by reference from Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 29, 2019

10.28† Letter Agreement, dated June 17, 2019 between the Registrant and Joanne Crevoiserat, which is incorporated herein by reference from Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 29, 2019

10.27† Tapestry, Inc.

Special Severance Plan, effective August 12, 2019, which is incorporated herein by reference from Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 29, 2019

10.30† Letter Agreement, between Tapestry, Inc.

and Jide Zeitlin, which is incorporated by reference from Exhibit 10.2 to Tapestry's Current Report on 8-K filed on September 4, 2019

10.28† Amended & Restated Tapestry Inc.

3 unchanged sentences

and HSBC Bank USA, N.A., as Co-Syndication Agents, and the other lenders party thereto, incorporated by reference from Exhibit 10.4 to Tapestry’s Quarterly Report on Form 10-Q filed on November 7, 2019

Letter Agreement, dated January 28, 2020, between the Registrant and Liz Fraser

Letter Agreement, dated January 28, 2020, between the Registrant and Liz Fraser, which is incorporated herein by reference from Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 3, 2021.

10.31 Amendment No.

2 unchanged sentences

and HSBC Bank USA, N.A., as Co-Syndication Agents, and the other lenders party thereto, which is incorporated herein by reference from Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020

Letter Agreement, dated July 20, 2020 between the Registrant and Joanne Crevoiserat, which is incorporated herein by reference from Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020

Letter Agreement, dated July 20, 2020 between the Registrant and Andrea Shaw Resnick, which is incorporated herein by reference from Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020

Letter Agreement, dated July 20, 2020 between the Registrant and Todd Kahn, which is incorporated herein by reference from Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020

3 unchanged sentences

10.35 First Amendment to Lease, dated as of March 12, 2021, between Legacy Yards Tenant LP, a Delaware limited partnership and Tapestry, Inc., incorporated by reference from Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q

Exhibit Description

Letter Agreement, dated April 12, 2021, between the Registrant and Todd Kahn, incorporated by reference from Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q

Letter Agreement, dated April 26, 2021, between the Registrant and Andrea Shaw Resnick, incorporated by reference from Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q

Letter Agreement, dated April 26, 2021, between the Registrant and Scott Roe, incorporated by reference from Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q

1 unchanged sentence

as Administrative Agent, JPMorgan Chase Bank, N.A.

and HSBC Bank USA, N.A., as Co-Syndication Agents, and the other lenders party thereto

Exhibit Description

and HSBC Bank USA, N.A., as Co-Syndication Agents, and the other lenders party thereto, which is incorporated herein by reference from Exhibit 10.44 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 3, 2021

10.39 Credit Agreement dated as of May 11, 2022, among Tapestry, Inc., the foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, and Bank of America, N.A.

as administrative agent, incorporated by reference from Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on May 12, 2022

Letter Agreement , dated August 4, 2022, between the Registrant and Scott Roe, incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on August 4, 2022

21.1* List of Subsidiaries of Tapestry, Inc.

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures