Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	Financial Statements and Financial Statement Schedules. See “Index to Financial Statements,” appearing herein.

(b)	Exhibits. See the exhibit index which is included herein.

SIGNATURES

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.

COACH, INC.

Date: August 14, 2015	By:	/s/ Victor Luis
		Name: Victor Luis Title: Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below on August 14, 2015.

Signature		Title
/s/ Victor Luis		Chief Executive Officer and Director
Victor Luis		(Principal Executive Officer)
/s/ Jane Nielsen		Chief Financial Officer
Jane Nielsen		(Principal Financial and Accounting Officer)
/s/ Jide Zeitlin		Chairman and Director
Jide Zeitlin
/s/ David Denton		Director
David Denton
/s/ Andrea Guerra		Director
Andrea Guerra
/s/ Susan Kropf		Director
Susan Kropf
/s/ Gary Loveman		Director
Gary Loveman
/s/ Ivan Menezes		Director
Ivan Menezes
/s/ William Nuti		Director
William Nuti
/s/ Stephanie Tilenius		Director
Stephanie Tilenius

COACH, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION

	Page Number
Reports of Independent Registered Public Accounting Firm	54
Consolidated Financial Statements:
Consolidated Balance Sheets	56
Consolidated Statements of Income	57
Consolidated Statements of Comprehensive Income	58
Consolidated Statements of Stockholders’ Equity	59
Consolidated Statements of Cash Flows	60
Notes to Consolidated Financial Statements	61
Financial Statement Schedules:
Schedule II — Valuation and Qualifying Accounts	94
Quarterly Financial Data	95

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Coach, Inc.

New York, New York

We have audited the accompanying consolidated balance sheets of Coach, Inc. and subsidiaries (the "Company") as of June 27, 2015 and June 28, 2014, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended June 27, 2015. Our audits also included the financial statement schedule listed in the Index to the Consolidated Financial Statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Coach, Inc. and subsidiaries at June 27, 2015 and June 28, 2014, and the results of their operations and their cash flows for each of the three years in the period ended June 27, 2015, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of June 27, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 14, 2015 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

New York, New York

August 14, 2015

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Coach, Inc.

New York, New York

We have audited the internal control over financial reporting of Coach, Inc. and subsidiaries (the "Company") as of June 27, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Stuart Weitzman Topco LLC and Stuart Weitzman Intermediate LLC (referred to herein as “Stuart Weitzman”), which was acquired on May 4, 2015 and whose financial statements constitute 13% of total assets and 1% of net sales of the consolidated financial statement amounts as of and for the year ended June 27, 2015. Accordingly, our audit did not include the internal control over financial reporting at Stuart Weitzman. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 27, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended June 27, 2015 of the Company and our report dated August 14, 2015 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ DELOITTE & TOUCHE LLP

New York, New York

August 14, 2015

COACH, INC.

CONSOLIDATED BALANCE SHEETS

	June 27, 2015				June 28, 2014
	(millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	1,291.8			$	591.9
Short-term investments	234.0				276.7
Trade accounts receivable, less allowances of $3.1 and $1.4, respectively	219.5				198.6
Inventories	485.1				526.2
Deferred income taxes	98.4				112.6
Prepaid expenses	73.1				45.5
Other current assets	104.6				103.7
Total current assets	2,506.5				1,855.2
Property and equipment, net	732.6				713.9
Long-term investments	406.0				484.5
Goodwill	434.2				361.4
Intangible assets	359.9				9.8
Deferred income taxes	115.8				111.6
Other assets	111.9				126.7
Total assets	$	4,666.9			$	3,663.1
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	222.8			$	153.9
Accrued liabilities	600.6				518.7
Current debt	11.3				140.5
Total current liabilities	834.7				813.1
Long-term debt	879.1				—
Other liabilities	463.2				429.4
Total liabilities	2,177.0				1,242.5
See Note 12 on commitments and contingencies
Stockholders’ Equity:
Preferred stock: (authorized 25.0 million shares; $0.01 par value) none issued	—				—
Common stock: (authorized 1,000.0 million shares; $0.01 par value) issued and outstanding – 276.6 million and 274.4 million shares, respectively	2.8				2.7
Additional paid-in-capital	2,754.4				2,646.1
Accumulated deficit	(189.6		)		(219.5		)
Accumulated other comprehensive loss	(77.7		)		(8.7		)
Total stockholders’ equity	2,489.9				2,420.6
Total liabilities and stockholders’ equity	$	4,666.9			$	3,663.1

See accompanying Notes.

COACH, INC.

CONSOLIDATED STATEMENTS OF INCOME

	Fiscal Year Ended
	June 27, 2015				June 28, 2014				June 29, 2013
	(millions, except per share data)
Net sales	$	4,191.6			$	4,806.2			$	5,075.4
Cost of sales	1,283.0				1,509.2				1,377.3
Gross profit	2,908.6				3,297.0				3,698.1
Selling, general and administrative expenses	2,290.6				2,176.9				2,173.6
Operating income	618.0				1,120.1				1,524.5
Interest (expense) income, net	(6.4		)		2.2				2.4
Other expense	—				—				(6.4		)
Income before provision for income taxes	611.6				1,122.3				1,520.5
Provision for income taxes	209.2				341.0				486.1
Net income	$	402.4			$	781.3			$	1,034.4
Net income per share:
Basic	$	1.46			$	2.81			$	3.66
Diluted	$	1.45			$	2.79			$	3.61
Shares used in computing net income per share:
Basic	275.7				277.8				282.5
Diluted	277.2				280.4				286.3
Cash dividends declared per common share	$	1.350			$	1.350			$	1.238

See accompanying Notes.

COACH, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Fiscal Year Ended
	June 27, 2015				June 28, 2014				June 29, 2013
	(millions)
Net Income	$	402.4			$	781.3			$	1,034.4
Other comprehensive (loss) income, net of tax:
Unrealized gains (losses) on cash flow hedging derivatives, net	3.8				(3.1		)		4.2
Unrealized (losses) gains on available-for-sale investments, net	(1.3		)		4.1				(1.3		)
Change in pension liability, net	1.0				0.1				1.3
Foreign currency translation adjustments	(72.5		)		2.4				(66.9		)
Other comprehensive (loss) income, net of tax	(69.0		)		3.5				(62.7		)
Comprehensive income	$	333.4			$	784.8			$	971.7

See accompanying Notes.

COACH, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Shares of Common Stock			Common Stock				Additional Paid-in- Capital				Accumulated Deficit				Accumulated Other Comprehensive Income/(Loss)				Total Stockholders' Equity
	(millions, except per share data)
Balance at June 30, 2012	285.1			$	2.9			$	2,327.1			$	(387.5	)		$	50.5			$	1,993.0
Net income	—			—				—				1,034.4				—				1,034.4
Other comprehensive loss	—			—				—				—				(62.7		)		(62.7		)
Shares issued for stock options and employee benefit plans	3.9			—				46.1				—				—				46.1
Share-based compensation	—			—				120.5				—				—				120.5
Excess tax benefit from share-based compensation	—			—				26.8				—				—				26.8
Repurchase and retirement of common stock	(7.1	)		(0.1		)		—				(399.9		)		—				(400.0		)
Dividends declared ($1.238 per share)	—			—				—				(348.9		)		—				(348.9		)
Balance at June 29, 2013	281.9			2.8				2,520.5				(101.9		)		(12.2		)		2,409.2
Net income	—			—				—				781.3				—				781.3
Other comprehensive income	—			—				—				—				3.5				3.5
Shares issued for stock options and employee benefit plans	2.7			—				9.2				—				—				9.2
Share-based compensation	—			—				104.9				—				—				104.9
Excess tax benefit from share-based compensation	—			—				11.5				—				—				11.5
Repurchase and retirement of common stock	(10.2	)		(0.1		)		—				(524.8		)		—				(524.9		)
Dividends declared ($1.350 per share)	—			—				—				(374.1		)		—				(374.1		)
Balance at June 28, 2014	274.4			2.7				2,646.1				(219.5		)		(8.7		)		2,420.6
Net income	—			—				—				402.4				—				402.4
Other comprehensive loss	—			—				—				—				(69.0		)		(69.0		)
Shares issued for stock options and employee benefit plans	2.2			0.1				19.5				—				—				19.6
Share-based compensation	—			—				94.4				—				—				94.4
Excess tax shortfall from share-based compensation	—			—				(5.6		)		—				—				(5.6		)
Repurchase and retirement of common stock	—			—				—				—				—				—
Dividends declared ($1.350 per share)	—			—				—				(372.5		)		—				(372.5		)
Balance at June 27, 2015	276.6			$	2.8			$	2,754.4			$	(189.6	)		$	(77.7	)		$	2,489.9

See accompanying Notes.

COACH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Fiscal Year Ended
	June 27, 2015				June 28, 2014				June 29, 2013
	(millions)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	402.4			$	781.3			$	1,034.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	191.8				189.4				163.0
Provision for bad debt	1.7				1.6				(0.5		)
Share-based compensation	88.9				95.1				120.5
Excess tax shortfall (benefit) from share-based compensation	5.6				(11.5		)		(26.8		)
Transformation and other actions	59.7				108.2				25.7
Deferred income taxes	21.5				(22.8		)		(6.5		)
Other noncash charges, net	(3.2		)		6.5				1.2
Changes in operating assets and liabilities:
Trade accounts receivable	0.3				(23.7		)		(14.2		)
Inventories	29.2				(64.1		)		(38.6		)
Other liabilities	(5.9		)		5.7				(13.0		)
Accounts payable	64.4				(30.2		)		30.4
Accrued liabilities	63.2				14.1				98.9
Other balance sheet changes, net	17.8				(64.2		)		39.5
Net cash provided by operating activities	937.4				985.4				1,414.0
CASH FLOWS USED IN INVESTING ACTIVITIES
Acquisition of interest in equity method investment	(139.1		)		(87.2		)		(93.9		)
Acquisitions, net of cash acquired	(519.6		)		(3.8		)		(53.3		)
Purchases of property and equipment	(199.3		)		(219.6		)		(241.4		)
Loans to related parties	—				—				(11.1		)
Purchases of investments	(49.6		)		(543.4		)		(170.8		)
Proceeds from maturities and sales of investments	305.2				146.3				—
Acquisition of lease rights	(10.5		)		—				—
Net cash used in investing activities	(612.9		)		(707.7		)		(570.5		)
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
Dividend payments	(371.8		)		(376.5		)		(339.7		)
Repurchase of common stock	—				(524.9		)		(400.0		)
Proceeds from issuance of long-term debt, net of discount	896.7				—				—
Debt issuance costs	(6.6		)		—				—
Repayment of debt	(0.5		)		(0.5		)		(22.3		)
Proceeds from share-based awards	36.5				48.6				80.4
Borrowings under revolving credit facility	340.0				450.0				—
Repayment of revolving credit facility	(480.0		)		(310.0		)		—
Taxes paid to net settle share-based awards	(15.6		)		(40.3		)		(34.3		)
Excess tax (shortfall) benefit from share-based compensation	(5.6		)		11.5				26.8
Acquisition-related payment of contingent consideration	(3.8		)		(6.0		)		—
Net cash provided by (used in) financing activities	389.3				(748.1		)		(689.1		)
Effect of exchange rate changes on cash and cash equivalents	(13.9		)		(0.5		)		(8.8		)
Increase (decrease) in cash and cash equivalents	699.9				(470.9		)		145.6
Cash and cash equivalents at beginning of year	591.9				1,062.8				917.2
Cash and cash equivalents at end of year	$	1,291.8			$	591.9			$	1,062.8
Supplemental information:
Cash paid for income taxes, net	$	180.3			$	384.2			$	445.0
Cash paid for interest	$	1.4			$	1.3			$	1.3
Noncash investing activity – property and equipment obligations	$	59.5			$	28.7			$	34.3

See accompanying Notes.

COACH, INC.

Notes to Consolidated Financial Statements

1. NATURE OF OPERATIONS

Coach, Inc. (the “Company”) is a leading New York design house of modern luxury accessories and lifestyle brands. The Company’s primary product offerings, manufactured by third-party suppliers, include women’s and men’s bags, small leather goods, footwear, business cases, ready-to-wear including outerwear, watches, weekend and travel accessories, scarves, sunwear, fragrance, jewelry, travel bags and other lifestyle products. Coach branded products are sold through the North America, International and Other reportable segments. The North America segment includes sales to North American consumers through Coach-operated stores (including the Internet), and sales to wholesale customers and distributors. The International segment includes sales to consumers through Coach-operated stores (including the Internet) and concession shop-in-shops in Japan and mainland China, Coach-operated stores and concession shop-in-shops in Hong Kong, Macau, Singapore, Taiwan, Malaysia, South Korea, the United Kingdom, France, Ireland, Spain, Portugal, Germany, Italy, Belgium and the Netherlands as well as sales to wholesale customers and distributors in approximately 45 countries. The Other segment consists of Coach brand sales generated in other ancillary channels, including licensing and disposition. The Other segment also consists of sales generated through the Stuart Weitzman brand during the final two months of fiscal 2015.

2. SIGNIFICANT ACCOUNTING POLICIES

Fiscal Year

The Company’s fiscal year ends on the Saturday closest to June 30. Unless otherwise stated, references to years in the financial statements relate to fiscal years. The fiscal years ended June 27, 2015 (“fiscal 2015”), June 28, 2014 (“fiscal 2014”) and June 29, 2013 (“fiscal 2013”) were each 52-week periods. The fiscal year ending July 2, 2016 (“fiscal 2016”) will be a 53-week period.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from estimates in amounts that may be material to the financial statements.

Significant estimates inherent in the preparation of the consolidated financial statements include reserves for the realizability of inventory; customer returns, end-of-season markdowns, and operational chargebacks; reserves for litigation and other contingencies; useful lives and impairments of long-lived tangible and intangible assets; accounting for income taxes and related uncertain tax positions; the valuation of stock-based compensation awards and related expected forfeiture rates; reserves for restructuring; and accounting for business combinations, amongst others.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and all 100% owned subsidiaries. All intercompany transactions and balances are eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash balances and highly liquid investments with a maturity of three months or less at the date of purchase.

Investments

Long-term investments primarily consist of high-credit quality U.S. and non-U.S. issued corporate debt securities, U.S. Treasuries and government agency securities, classified as available-for-sale, and recorded at fair value, with unrealized gains and losses recorded in other comprehensive income. Long-term investments also include the equity method investment related to the Hudson Yards joint venture. Short-term investments consist primarily of U.S. Treasuries and government agency securities, and high-credit quality U.S. and non-U.S. issued corporate debt securities with original maturities greater than three months and with maturities within one year of balance sheet date, classified as available-for-sale and held-to-maturity. Held-to-maturity investments are recorded at amortized cost, which approximates fair value. Dividend and interest income are recognized when earned.

Investments in companies in which the Company has significant influence, but less than a controlling financial interest, are accounted for using the equity method. Significant influence is generally presumed to exist when the Company owns between 20% and 50% of the investee, however, other factors are considered, such as board representation and the rights to participate in

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

the day-to-day operations of the business. The Company has an equity method investment related to an equity interest in an entity formed for the purpose of developing a new office tower in Manhattan. Refer to Note 6, "Investments," for further information.

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. An entity is generally a VIE if it meets any of the following criteria: (i) the entity has insufficient equity to finance its activities without additional subordinated financial support from other parties, (ii) the equity investors cannot make significant decisions about the entity’s operations or (iii) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity or receive the expected returns of the entity and substantially all of the entity’s activities involve or are conducted on behalf of the investor with disproportionately few voting rights.

From time to time, the Company may make an investment that requires judgment in determining whether the entity is a VIE. If it is determined that the entity is a VIE, the Company must assess whether it is the primary beneficiary.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and cash equivalents, investments and accounts receivable. The Company places its cash investments with high-credit quality financial institutions and currently invests primarily in money market instruments, U.S. government and agency debt securities, municipal government and corporate debt securities and bank deposits placed with major banks and financial institutions. Accounts receivable is generally diversified due to the number of entities comprising the Company's customer base and their dispersion across many geographical regions. The Company believes no significant concentration of credit risk exists with respect to these investments and accounts receivable.

Inventories

The Company’s inventories are reported at the lower of cost or market. Inventory costs include material, conversion costs, freight and duties and are primarily determined by the first-in, first-out method. The Company reserves for inventory, including slow-moving and aged inventory, based on current product demand, expected future demand and historical experience. A decrease in product demand due to changing customer tastes, buying patterns or increased competition could impact the Company's evaluation of its inventory and additional reserves might be required.

Property and Equipment, Net

Property and equipment, net is stated at cost less accumulated depreciation including the impact of long-lived asset impairment and disposals. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Buildings are depreciated over 40 years. 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 computer software is depreciated over lives of three to seven years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease terms. Maintenance and repair costs are charged to earnings as incurred while expenditures for major renewals and improvements are capitalized.

Valuation of Long-Lived Assets

Long-lived assets, such as property and equipment, 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. To the extent that estimated future undiscounted net cash flows attributable to the asset are less than its carrying value, an impairment loss is recognized equal to the difference between the carrying value of such asset and its fair value, considering external market participant assumptions. The Company recorded impairment losses of $0.0 million in fiscal 2015, $35.5 million in fiscal 2014, and $16.6 million in fiscal 2013, within Selling, general and administrative expenses.

In determining future cash flows, the Company takes various factors into account, including the effects of macroeconomic trends such as consumer spending, in-store capital investments, promotional cadence, the level of advertising and changes in merchandising strategy. 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.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

Operating Leases

The Company’s leases for office space, retail locations and distribution facilities are accounted for as operating leases. Certain of the Company's leases contain renewal options, rent escalation clauses, and/or landlord incentives. Renewal terms generally reflect market rates at the time of renewal. Rent expense for non-cancelable operating leases with scheduled rent increases and/or landlord incentives is recognized on a straight-line basis over the lease term, including any applicable rent holidays, beginning with the lease commencement date, or the date the Company takes control of the leased space, whichever is sooner. The excess of straight-line rent expense over scheduled payment amounts and landlord incentives is recorded as a deferred rent liability. As of the end of fiscal 2015 and fiscal 2014, deferred rent obligations of $122.4 million and $135.2 million, respectively, were classified primarily within other non-current liabilities in the Company's consolidated balance sheets. Certain rentals are also contingent upon factors such as sales. Contingent rentals are recognized when the achievement of the target (i.e., sale levels), which triggers the related rent payment, is considered probable and estimable.

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 that we are 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. The asset retirement obligation is recorded in current liabilities or non-current liabilities (based on the expected timing of payment of the related costs) and is subsequently adjusted for any changes in estimates. The associated estimated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over its useful life. As of the end of fiscal 2015 and fiscal 2014, the Company had asset retirement obligations of $16.0 million and $18.4 million, respectively, primarily classified within other non-current liabilities in the Company's consolidated balance sheets.

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 or consider independent third-party valuation firms when necessary. Refer to Note 7, "Acquisitions," for detailed disclosures related to our acquisitions.

Goodwill and Other Intangible Assets

Upon acquisition, the Company estimates and records the fair value of purchased intangible assets, which primarily consists of trademarks and trade names, customer relationships, lease rights and order backlog. The fair values of these intangible assets are estimated based on management's assessment, considering independent third-party appraisals when necessary. The excess of the purchase consideration over the fair value of net assets acquired, both tangible and intangible, is recorded as goodwill. Finite-lived intangible assets are amortized over their respective estimated useful lives and, along with other long-lived assets as noted above, are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying values may not be fully recoverable. Estimates of fair value for finite-lived intangible assets are primarily determined using discounted cash flows, with consideration of market comparisons and recent transactions. This approach may use significant estimates and assumptions, including projected future cash flows, discount rates and growth rates.

Goodwill and certain other intangible assets deemed to have indefinite useful lives, including trademarks and trade names, are not amortized, but are assessed for impairment at least annually. The Company generally performs its annual goodwill and indefinite-lived intangible assets impairment analysis using a qualitative approach to determine whether it is more likely than not that the fair values of such assets are less than their respective carrying values. If, based on the results of the qualitative assessment, it is concluded that it is not more likely than not that the fair value of the asset exceeds its carrying value, a quantitative test is performed. The quantitative goodwill impairment test is a two-step process. The first step is to identify the existence of potential impairment by comparing the fair value of each reporting unit with its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, the reporting unit's goodwill is considered not to be impaired and performance of the second step of the quantitative goodwill impairment test is unnecessary.

If the carrying value of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill that would be recognized in a business

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

combination. In other words, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit as if the reporting unit had been acquired in a business combination and the fair value was the purchase price paid to acquire the reporting unit.

Determination of the fair value of a reporting unit and the fair value of individual assets and liabilities of a reporting unit 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. 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. Estimates of fair value are primarily determined using discounted cash flows, market comparisons, and recent transactions. These approaches use significant estimates and assumptions, including projected future cash flows, discount rates, growth rates, and determination of appropriate market comparables.

The Company performs its annual impairment assessment of goodwill, including trademarks and trade names, during the fourth quarter of each fiscal year. The Company determined that there was no impairment in fiscal 2015, fiscal 2014 or fiscal 2013 as the fair values of the Company's reporting units significantly exceeded their respective carrying values.

Stock Repurchase and Retirement

The Company accounts for stock repurchases and retirements by allocating the repurchase price to common stock and retained earnings. The repurchase price allocation is based upon the equity contribution associated with historical issuances, beginning with the earliest issuance. Under Maryland law, the Company's state of incorporation, treasury shares are not allowed. As a result, all repurchased shares are retired when acquired. The Company may terminate or limit the stock repurchase program at any time. The Company's stock repurchase plan expired at the end of fiscal 2015. Since its initial public offering, the Company has not experienced a net loss in any fiscal year, and the net accumulated deficit balance in stockholders’ equity is attributable to the cumulative stock repurchase activity. The total cumulative amount of common stock repurchase price allocated to retained earnings as of June 27, 2015 and June 28, 2014 was approximately $6.73 billion.

Revenue Recognition

Revenue is recognized by the Company when there is persuasive evidence of an arrangement, delivery has occurred (and risks and rewards of ownership have been transferred to the buyer), price has been fixed or is determinable, and collectability is reasonably assured.

Retail store and concession-based shop-in-shop revenues are recognized at the point of sale, which occurs when merchandise is sold in an over-the-counter consumer transaction. These revenues are recognized net of estimated returns at the time of sale to consumers. Internet 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. Internet revenue is also reduced by an estimate for returns.

Wholesale revenue is recognized at the time title passes and risk of loss is transferred to customers. Wholesale revenue is recorded net of estimates of returns, discounts and markdown allowances. Returns and allowances require pre-approval from management and discounts are based on trade terms. Estimates for markdown reserves are based on historical trends, actual and forecasted seasonal results, an evaluation of current economic and market conditions, retailer performance, and, in certain cases, contractual terms. The Company reviews and refines these estimates on at least a quarterly basis. The Company’s historical estimates of these costs have not differed materially from actual results.

Gift cards issued by the Company are recorded as a liability until they are redeemed, at which point revenue is recognized. The Company recognizes income for unredeemed gift cards when the likelihood of a gift card being redeemed by a customer is remote, which is approximately two years after the gift card is issued, and the Company determines that it does not have a legal obligation to remit the value of the unredeemed gift card to the relevant jurisdiction as unclaimed or abandoned property. Revenue associated with gift card breakage is not material to the Company’s net operating results.

The Company accounts for sales taxes and other related taxes on a net basis, excluding such taxes from revenue.

Cost of Sales

Cost of sales consists of inventory costs and other related costs such as reserves for inventory realizability and shrinkage, destruction costs, damages and replacements.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

Selling, General and Administrative Expenses ("SG&A")

Selling, general and administrative expenses are comprised of four categories: (1) selling; (2) advertising, marketing and design; (3) distribution and customer service; and (4) administrative. Selling expenses include store employee compensation, occupancy costs, supply costs, wholesale and retail account administration compensation globally and the Company's international operating expenses. These expenses are affected by the number of Company-operated stores open during any fiscal period and store performance, as compensation and rent expenses vary with sales. Advertising, marketing and design expenses include employee compensation, media space and production, advertising agency fees, new product design costs, public relations and market research expenses. Distribution and customer service expenses include warehousing, order fulfillment, shipping and handling, customer service, employee compensation and bag repair costs. Administrative expenses include compensation costs for “corporate” functions including: executive, finance, human resources, legal and information systems departments, as well as corporate headquarters occupancy costs, consulting fees and software expenses. Administrative expenses also include global equity compensation expense.

Shipping and Handling

Shipping and handling costs incurred were $41.2 million, $61.9 million and $66.8 million in fiscal 2015, fiscal 2014 and fiscal 2013, respectively, and are included in selling, general and administrative expenses. The Company includes inbound product-related transportation costs from service providers within cost of sales. The Company includes certain transportation-related costs related to its distribution network in selling, general and administrative expenses rather than in cost of sales.

Advertising

Advertising costs include expenses related to direct marketing activities, such as direct mail pieces, digital and other media and production costs. In fiscal 2015, fiscal 2014 and fiscal 2013, advertising expenses for the Company totaled $160.9 million (including $2.0 million due to Stuart Weitzman), $130.1 million and $102.7 million respectively, and are included in selling, general and administrative expenses. Advertising costs are expensed when the advertising first appears.

Share-Based Compensation

The Company recognizes the cost of equity awards to employees and the non-employee Directors based on the grant-date fair value of those awards. The grant-date fair values of share unit awards are based on the fair value of the Company's common stock on the date of grant. The grant-date fair value of stock option awards is determined using the Black-Scholes option pricing model and involves several assumptions, including the expected term of the option, expected volatility and dividend yield. The expected term of options represents the period of time that the options granted are expected to be outstanding and is based on historical experience. Expected volatility is based on historical volatility of the Company’s stock as well as the implied volatility from publicly traded options on the Company's stock. Dividend yield is based on the current expected annual dividend per share and the Company’s stock price. Changes in the assumptions used to determine the Black-Scholes value could result in significant changes in the Black-Scholes value.

For stock options and share unit awards, the Company recognizes share-based compensation net of estimated forfeitures and revises the estimates in subsequent periods if actual forfeitures differ from the estimates. The Company estimates the forfeiture rate based on historical experience as well as expected future behavior.

The Company grants performance-based share awards to certain key executives, the vesting of which is subject to the executive’s continuing employment and the Company's or individual's achievement of certain performance goals. On a quarterly basis, the Company assesses actual performance versus the predetermined performance goals, and adjusts the share-based compensation expense to reflect the relative performance achievement. Actual distributed shares are calculated upon conclusion of the service and performance periods, and include dividend equivalent shares. If the performance-based award incorporates a market condition, the grant-date fair value of such award is determined using a Monte Carlo Simulation.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

Income Taxes

The Company’s effective tax rate is based on pre-tax income, statutory tax rates, tax laws and regulations, and tax planning strategies available in the various jurisdictions in which the Company operates. The Company classifies interest and penalties on uncertain tax positions in the provision for income taxes. The Company records net deferred tax assets to the extent it believes that it is more likely than not that these assets will be realized. In making such determination, the Company considers all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent and expected future results of operation. The Company reduces deferred tax assets by a valuation allowance if, based upon the weight of available evidence, it is more likely than not that some amount of deferred tax assets is not expected to be realized. Deferred taxes are not provided on the undistributed earnings of subsidiaries as such amounts are considered to be permanently invested.

The Company recognizes the impact of tax positions in the financial statements if those positions will more likely than not be sustained on audit, based on the technical merits of the position. Although the Company believes that the estimates and assumptions used are reasonable and legally supportable, the final determination of tax audits could be different than that which is reflected in historical tax provisions and recorded assets and liabilities. Tax authorities periodically audit the Company’s income tax returns and the tax authorities may take a contrary position that could result in a significant impact on our results of operations. Significant management judgment is required in determining the effective tax rate, in evaluating our tax positions and in determining the net realizable value of deferred tax assets.

Derivative Instruments

Substantially all of the Company’s transactions involving international parties, excluding international consumer sales, 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 purchases and various cross-currency intercompany loans. The Company uses derivative financial instruments to manage these risks. These derivative transactions are in accordance with the Company’s risk management policies. The Company does not enter into derivative transactions for speculative or trading purposes.

The Company records all derivative contracts at fair value on the consolidated balance sheet. 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. 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 effective portion of 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.

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. For each derivative that is designated as a hedge, the Company documents the related risk management objective and strategy, including identification of the hedging instrument, the hedged item and the risk exposure, as well as how hedge effectiveness will be assessed over the term of the instrument. The extent to which a hedging instrument has been and is expected to remain highly effective in achieving offsetting changes in fair value or cash flows is assessed and documented by the Company on at least a quarterly basis.

To the extent that a derivative designated as a cash flow hedge is not considered to be effective, any change in its fair value related to such ineffectiveness is immediately recognized in earnings within foreign currency gains (losses). 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).

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

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. To mitigate this counterparty credit risk, the Company has a policy of only entering into contracts with carefully selected financial institutions based upon an evaluation of their credit ratings, among other factors.

The fair values of the Company’s derivative instruments are recorded on its consolidated balance sheets on a gross basis. For cash flow reporting purposes, the Company classifies proceeds received or amounts paid upon the settlement of a derivative instrument in the same manner as the related item being hedged, primarily within cash from operating activities.

Hedging Portfolio

The Company enters into derivative contracts primarily to reduce its risks related to exchange rate fluctuations on U.S. dollar-denominated inventory purchases and various cross-currency intercompany loans. To the extent its derivative contracts designated as cash flow hedges are highly effective in offsetting changes in the value of the hedged items, the related gains (losses) are initially deferred in AOCI and subsequently recognized in the consolidated statements of income as follows:

•

Zero-cost collars and forward foreign currency exchange contracts - These derivatives are primarily executed by two of the Company’s businesses outside of the United States (Coach Japan and Coach Canada), and are recognized as part of the cost of the inventory purchases being hedged within cost of sales, when the related inventory is sold to a third party. Current maturity dates range from July 2015 to June 2016.

•	Cross currency swaps - These derivatives relate to intercompany loans, and are recognized within foreign currency gains (losses) generally in the period in which the related payments being hedged are revalued or settled.

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 payments being hedged are revalued. Current maturity dates are in July 2015, and are renewed monthly when applicable.

Foreign Currency

The functional currency of the Company's foreign operations is generally the applicable local currency. Assets and liabilities are translated into U.S. 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 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. Gains and losses on the translation of intercompany loans made to foreign subsidiaries that are of a long-term investment nature also are included within this component of equity.

The Company also 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.

Reclassifications

Refer to Note 16, "Segment Information," for a description of a product category classification adjustment made to prior year periods to reflect the current year classification.

Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"), which modifies the presentation of debt issuance costs in financial statements. Under this new guidance, the Company will be required to present these costs in our consolidated balance sheets as a direct deduction from the related debt liability, rather than the previous classification as a deferred asset within Other assets. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. The Company elected to early-adopt ASU 2015-03 as of the end of fiscal 2015, and has applied the provisions retrospectively. The adoption of ASU 2015-03 has resulted in the reclassification of $6.4 million of unamortized debt issuance costs related to the Company's 4.250% Senior Notes (see Note 11, "Debt") from Other assets to Long-term debt within its consolidated balance sheet as of June 27, 2015. There was no impact to the prior year Consolidated Financial Statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers,” which provides a single, comprehensive revenue recognition model for all contracts with customers, and contains principles to determine the measurement of revenue and timing of when it is recognized. The requirements of the new standard will be effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods, which for the Company is the first quarter of fiscal 2019. Early adoption will be permitted for annual reporting periods beginning after December 15, 2016,

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

including interim periods within those annual periods. The Company is currently evaluating this guidance, but does not expect its adoption to have a material effect on its Consolidated Financial Statements.

3. TRANSFORMATION AND OTHER ACTIONS

Fiscal 2015 and Fiscal 2014 Charges

Transformation Plan

During the fourth quarter of fiscal 2014, the Company announced a multi-year strategic plan to transform the brand and reinvigorate growth. This multi-faceted, multi-year transformation plan (the "Transformation Plan"), which will continue through fiscal 2016, includes key operational and cost measures, including: (i) the investment in capital improvements in stores and wholesale locations to drive comparable sales improvement; (ii) the optimization and streamlining of our organizational model as well as the closure of underperforming stores in North America, and select International stores; (iii) the realignment of inventory levels and mix to reflect the Company's elevated product strategy and consumer preferences; (iv) the investment in incremental advertising costs to elevate consumer perception of our brand, drive sales growth and promote this new strategy, which started in fiscal 2015; and (v) the significant scale-back of promotional cadence in an increased global promotional environment, particularly within the outlet Internet sales site, which began in fiscal 2014.

As of June 27, 2015, the Company expects to incur aggregate pre-tax charges in the range of $325 million, in total, under the Transformation Plan. In the fourth quarter of fiscal 2014, the Company recorded charges of $131.5 million ($88.3 million after-tax, or $0.31 per diluted share). The charges recorded in cost of sales and SG&A expenses were $82.2 million and $49.3 million, respectively, and primarily related to the Company's North America business. In fiscal 2015, the Company incurred transformation-related charges of $145.9 million ($107.8 million after-tax, or $0.39 per diluted share), which were largely related to the Company's North America business. The charges recorded in cost of sales and SG&A expenses were $5.0 million and $140.9 million, respectively.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

A summary of charges and related liabilities under the Company's Transformation Plan are as follows (in millions):

	Inventory-Related Charges(1)				Impairment(2)				Store-Related Costs(3)				Organizational Efficiency Costs(4)				Other(5)				Total
Balance at June 29, 2013	$	—			$	—			$	—			$	—			$	—			$	—
Fiscal 2014 charges	82.2				35.5				12.2				1.0				0.6				131.5
Cash payments	—				—				—				—				—				—
Non-cash charges	(66.8		)		(35.5		)		(6.7		)		—				—				(109.0		)
Balance at June 28, 2014	$	15.4			$	—			$	5.5			$	1.0			$	0.6			$	22.5
Fiscal 2015 charges	$	3.0			$	—			$	80.4			$	47.3			$	15.2			$	145.9
Cash payments	(15.4		)		—				(34.6		)		(30.8		)		(10.1		)		(90.9		)
Non-cash charges	(3.0		)		—				(48.8		)		(5.5		)		(2.4		)		(59.7		)
Balance at June 27, 2015	$	—			$	—			$	2.5			$	12.0			$	3.3			$	17.8

(1)	Inventory-related charges, recorded within cost of sales, primarily relate to reserves for the donation and destruction of certain on-hand inventory and future non-cancelable inventory purchase commitments. As of June 27, 2015, a reserve of $11.1 million is included within Inventories on the Company's Consolidated Balance Sheets.

(2)	Impairment charges, recorded within SG&A expenses, were based on discounted expected cash flows within certain impacted retail stores, and resulted in the reduction of the net carrying value of store-related long-lived assets to their estimated fair value.

(3)

Store-related costs, recorded within SG&A expenses, relate to store closure costs which include accelerated depreciation charges associated with store assets that the Company will no longer benefit from as a result of the Transformation Plan, as well as lease termination and store employee severance costs. The remaining balance as of June 27, 2015 is included within Accrued liabilities on the Company's Consolidated Balance Sheets.

(4)	Organizational efficiency charges, recorded within SG&A expenses, primarily relate to the severance and related costs of corporate employees.

(5)	Other charges comprise of consulting costs and the write-down of certain assets that will not be placed into service by the Company, which are recorded within SG&A expenses, and certain freight and handling costs incurred related to the destruction of inventory which are recorded within cost of sales.

The above charges were recorded as corporate unallocated expenses within the Company's Consolidated Statements of Income.

The Company expects to incur additional pre-tax charges of around $50 million during fiscal 2016 in connection with the Transformation Plan. These costs will primarily consist of global store-related costs, including the impact of accelerated depreciation and lease termination charges associated with store closures in North America and select International stores, and organizational efficiency charges.

Sale of Reed Krakoff Business

In the first quarter of fiscal 2014, the Company sold the Reed Krakoff business, involving the sale of the equity interests of Reed Krakoff LLC and certain assets, including the Reed Krakoff brand name and related intellectual property rights, to Reed Krakoff International LLC ("Buyer"). The sale was pursuant to the Asset Purchase and Sale Agreement dated July 29, 2013 (the "Reed Krakoff Purchase Agreement") with Buyer and Reed Krakoff, the Company’s former President and Executive Creative Director, and resulted in the Company recording a cost method investment of $3.3 million, which was included in Long-term investments in the consolidated balance sheet in the prior period. During the third quarter of fiscal 2015, the Company wrote-off its cost method investment, with the charge recorded within SG&A expenses.

In connection with the Reed Krakoff Purchase Agreement, Mr. Krakoff’s resignation from the Company and the closing of the sale, Mr. Krakoff waived his right to receive compensation, salary, bonuses, equity vesting and certain other benefits. The Company recorded a loss of $2.7 million during the first quarter of fiscal 2014 related to the sale, which is recorded in SG&A expenses on the consolidated statements of income.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

Fiscal 2013 Charges

Restructuring and Transformation-Related Charges

In fiscal 2013, the Company incurred restructuring and transformation related charges, which are not related to the Company's fiscal 2014 Transformation Plan, of $53.2 million ($32.6 million after-tax, or $0.11 per diluted share). The charges recorded in SG&A expenses and cost of sales were $48.4 million and $4.8 million, respectively. The charges primarily related to our North America segment.

A summary of charges and related liabilities are as follows (in millions):

	Severance and Related Costs				Impairment				Other				Total
Fiscal 2013 charges	$	29.9			$	16.6			$	6.7			$	53.2
Cash payments	—				—				—				—
Non-cash charges	(2.0		)		(16.6		)		(6.6		)		(25.2		)
Balance at June 29, 2013	$	27.9			$	—			$	0.1			$	28.0
(Income) expense	(1.7		)		—				1.9				0.2
Non-cash charges	(0.4		)		—				(1.8		)		(2.2		)
Cash payments and settlements	(25.2		)		—				(0.2		)		(25.4		)
Balance at June 28, 2014	$	0.6			$	—			$	—			$	0.6
(Income) expense	$	—			$	—			$	—			$	—
Non-cash charges	—				—				—				—
Cash payments and settlements	(0.6		)		—				—				(0.6		)
Balance at June 27, 2015	$	—			$	—			$	—			$	—

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

4. ACCUMULATED OTHER COMPREHENSIVE INCOME

The components of accumulated other comprehensive (loss) income, as of the dates indicated, are as follows (in millions):

	Unrealized				Unrealized
	(Losses) Gains				Gains (Losses)
	on Cash				on Available-				Cumulative
	Flow				for-Sale				Translation
	Hedges(1)				Securities				Adjustment				Other(2)				Total
Balance at June 29, 2013	$	3.7			$	(1.3	)		$	(11.6	)		$	(3.0	)		$	(12.2	)
Other comprehensive income before reclassifications	3.3				3.2				2.4				—				8.9
Less: gains (losses) reclassified from accumulated other comprehensive income	6.4				0.1				—				(1.1		)		5.4
Net current-period other comprehensive (loss) income	(3.1		)		3.1				2.4				1.1				3.5
Balance at June 28, 2014	$	0.6			$	1.8			$	(9.2	)		$	(1.9	)		$	(8.7	)
Other comprehensive income (loss) before reclassifications	11.9				(1.3		)		(72.5		)		—				(61.9		)
Less: gains (losses) reclassified from accumulated other comprehensive income	8.1				—				—				(1.0		)		7.1
Net current-period other comprehensive income (loss)	3.8				(1.3		)		(72.5		)		1.0				(69.0		)
Balance at June 27, 2015	$	4.4			$	0.5			$	(81.7	)		$	(0.9	)		$	(77.7	)

(1)	The ending balances of accumulated other comprehensive income related to cash flow hedges are net of tax of $(2.6) million and $(0.5) million as of June 27, 2015 and June 28, 2014, respectively. The amounts reclassified from accumulated other comprehensive income are net of tax of $(4.0) million and $(3.4) million as of June 27, 2015 and June 28, 2014, respectively.

(2)	The balance of Other represents the minimum pension liability adjustment of $(0.9) million as of June 27, 2015 and $(1.9) million as of June 28, 2014. As of June 27, 2015 and June 28, 2014 the balances of accumulated other comprehensive income are net of tax of $0.5 million and $1.5 million, respectively.

5. SHARE-BASED COMPENSATION

The Company maintains several share-based compensation plans which are more fully described below. The following table shows the total compensation cost charged against income for these plans and the related tax benefits recognized in the income statement (in millions):

	June 27, 2015(1)				June 28, 2014(2)				June 29, 2013
Share-based compensation expense	$	94.4			$	104.9			$	120.5
Income tax benefit related to share-based compensation expense	28.5				33.1				39.4

(1)

During the fiscal year ended June 27, 2015, the Company incurred approximately $5.5 million of share-based compensation expense that is related to organizational efficiency costs under the Company's Transformation Plan primarily as a result of the accelerated vesting of certain awards. See Note 3, "Transformation and Other Actions," for more information. Approximately $2.0 million of income tax benefit is associated with these actions for the fiscal year ended June 27, 2015.

(2) Approximately $9.8 million of share based compensation expense and $3.8 million of related income tax benefit are related to the sale of the Reed Krakoff business and restructuring and transformation recognized by the Company in the first quarter of fiscal 2014. See Note 3 for information as it relates to the sale of the Reed Krakoff business.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

Stock-Based Plans

The Company maintains the Amended and Restated 2010 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 2000 Stock Incentive Plan and the 2004 Stock Incentive Plan for awards granted prior to the establishment of the 2010 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 three years. Other stock option and share awards are subject to forfeiture until completion of the vesting period, which ranges from one to five years. The Company issues new shares upon the exercise of stock options or vesting of share units.

Stock Options

A summary of stock option activity during the year ended June 27, 2015 is as follows (in millions, except per share data):

	Number of Options Outstanding			Weighted- Average Exercise Price per Option				Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at June 28, 2014	11.7			$	44.21
Granted	4.1			36.51
Exercised	(1.2	)		28.17
Forfeited or expired	(1.1	)		49.42
Outstanding at June 27, 2015	13.5			42.81				6.0		$	17.2
Vested or expected to vest at June 27, 2015	13.1			42.77				5.8		17.2
Exercisable at June 27, 2015	7.8			43.47				4.2		16.7

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model and the following weighted-average assumptions:

	June 27, 2015			June 28, 2014			June 29, 2013
Expected term (years)	3.6			3.1			3.1
Expected volatility	31.9	%		32.5	%		39.5	%
Risk-free interest rate	1.1	%		0.8	%		0.4	%
Dividend yield	3.7	%		2.6	%		2.2	%

The expected term of options represents the period of time that the options granted are expected to be outstanding and is based on historical experience. Expected volatility is based on historical volatility of the Company’s stock as well as the implied volatility from publicly traded options on the Company's stock. The risk free interest rate is based on the zero-coupon U.S. Treasury issue as of the date of the grant. Dividend yield is based on the current expected annual dividend per share and the Company’s stock price.

The weighted-average grant-date fair value of options granted during fiscal 2015, fiscal 2014 and fiscal 2013 was $6.41, $9.79, and $13.02, respectively. The total intrinsic value of options exercised during fiscal 2015, fiscal 2014 and fiscal 2013 was $12.1 million, $28.0 million, and $77.0 million, respectively. The total cash received from option exercises was $32.4 million, $44.5 million, and $74.3 million in fiscal 2015, fiscal 2014 and fiscal 2013, respectively, and the cash tax benefit realized for the tax deductions from these option exercises was $4.7 million, $10.4 million, and $29.2 million, respectively.

At June 27, 2015, $23.4 million of total unrecognized compensation cost related to non-vested stock option awards is expected to be recognized over a weighted-average period of 1.0 year.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

Service-based Restricted Stock Unit Awards (“RSUs”)

A summary of service-based RSU activity during the year ended June 27, 2015 is as follows (in millions, except per share data):

	Number of Non-vested RSUs			Weighted- Average Grant- Date Fair Value per RSU
Non-vested at June 28, 2014	3.2			$	54.68
Granted	1.9			36.38
Vested	(1.3	)		36.23
Forfeited	(0.5	)		48.28
Non-vested at June 27, 2015	3.3			52.39

At June 27, 2015, $66.8 million of total unrecognized compensation cost related to non-vested share awards is expected to be recognized over a weighted-average period of 1.0 year.

The weighted-average grant-date fair value of share awards granted during fiscal 2015, fiscal 2014 and fiscal 2013 was $36.38, $52.93 and $54.49, respectively. The total fair value of shares vested during fiscal 2015, fiscal 2014 and fiscal 2013 was $48.4 million, $78.7 million and $93.3 million, respectively.

Performance-based Restricted Stock Unit Awards (“PRSU”)

The Company grants performance-based share awards to key executives, the vesting of which is subject to the executive’s continuing employment and the Company's achievement of certain performance goals. A summary of performance-based share award activity during the year ended June 27, 2015 is as follows (in millions, except per share data):

	Number of Non-vested PRSUs			Weighted- Average Grant- Date Fair Value per PRSU
Non-vested at June 28, 2014	0.9			$	44.60
Granted	0.4			36.43
Change due to performance condition achievement(1)	—			55.46
Vested	(0.1	)		35.93
Forfeited	(0.1	)		49.29
Non-vested at June 27, 2015	1.1			41.76

(1) During fiscal 2015, there was less than 0.1 million shares of PRSU activity due to changes in performance conditions.

At June 27, 2015, $16.2 million of total unrecognized compensation cost related to non-vested share awards is expected to be recognized over a weighted-average period of 1.1 years.

The weighted-average grant-date fair value of share awards granted during fiscal 2015, fiscal 2014 and fiscal 2013 was $36.43, $32.53 and $50.55, respectively. The total fair value of awards that vested during fiscal 2015 and fiscal 2014 was $2.5 million and $23.8 million, respectively. There were no vestings of performance-based shares during fiscal 2013.

During fiscal 2015, the Company granted 0.4 million shares of common stock with a fair value of $12.6 million to selected senior executives. The shares of common stock under these PRSU awards will be earned and distributed based on certain Company-specific productivity, strategic and sales metrics. Further, the shares are subject to a three-year cliff vesting, subject to the employee's continuing employment and the Company's achievement of the aforementioned performance goals established at the beginning of the performance period. The fair value of the PRSU's is based on the fair value of the Company's common stock on the date of grant.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

During fiscal 2014, the Company granted 0.2 million shares of common stock with a fair value of $6.8 million to selected executives as retention PRSU awards with a maximum potential number of shares issued and fair value (excluding dividends) of 0.3 million shares and $9.1 million, respectively. The shares of common stock under these PRSU awards will be earned and distributed based on performance criteria which compares the Company’s total stockholder return over the performance period to the total stockholder return of the companies included in the Standard & Poor’s 500 Index on the date of grant (excluding the Company). The grant date fair value of the PRSU awards was determined utilizing a Monte Carlo simulation and the following assumptions: expected volatility of 32.61%, risk-free interest rate of 0.63%, and dividend yield of 0.00%. Included in the non-vested amount at June 27, 2015 are approximately 0.8 million of PRSU awards that are based on the aforementioned performance criteria.

In fiscal 2015, fiscal 2014 and fiscal 2013, the cash tax benefit realized for the tax deductions from all RSUs (service and performance-based) was $15.7 million, $33.5 million and $26.1 million, respectively.

Employee Stock Purchase Plan

Under the 2001 Employee Stock Purchase Plan, full-time 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, 0.1 million, and 0.1 million shares to employees in fiscal 2015, fiscal 2014 and fiscal 2013, respectively. Compensation expense is calculated for the fair value of employees’ purchase rights using the Black-Scholes model and the following weighted-average assumptions:

	Fiscal Year Ended
	June 27, 2015			June 28, 2014			June 29, 2013
Expected term (years)	0.5			0.5			0.5
Expected volatility	26.4	%		29.5	%		34.1	%
Risk-free interest rate	0.1	%		0.1	%		0.1	%
Dividend yield	3.5	%		2.2	%		1.7	%

The weighted-average fair value of the purchase rights granted during fiscal 2015, fiscal 2014 and fiscal 2013 was $8.41, $13.30, and $15.08, respectively. The Company issues new shares for employee stock purchases.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

6. INVESTMENTS

The following table summarizes the Company’s investments, all of which are denominated in U.S. dollars, recorded within the consolidated balance sheets as of June 27, 2015 and June 28, 2014 (in millions):

	June 27, 2015												June 28, 2014
	Short-term				Long-Term				Total				Short-term				Long-term				Total
Available-for-sale investments:
Government securities – U.S.(1)	$	42.8			$	9.3			$	52.1			$	42.0			$	55.3			$	97.3
Corporate debt securities – U.S.(1)	110.0				42.6				152.6				25.4				144.9				170.3
Corporate debt securities – non-U.S.(1)	74.6				33.9				108.5				34.6				98.8				133.4
Asset backed securities	—				—				—				—				1.1				1.1
Available-for-sale investments, total	$	227.4			$	85.8			$	313.2			$	102.0			$	300.1			$	402.1
Held to maturity:
Government securities – U.S.(2)	$	—			$	—			$	—			$	18.2			$	—			$	18.2
Corporate debt securities – U.S.(2)	6.6				—				6.6				33.5				—				33.5
Corporate debt securities – non-U.S.(2)	—				—				—				24.4				—				24.4
Commercial paper(2)	—				—				—				23.5				—				23.5
Other:
Time deposits(3)	—				—				—				75.1				—				75.1
Other(4)	—				320.2				320.2				—				184.4				184.4
Total Investments	$	234.0			$	406.0			$	640.0			$	276.7			$	484.5			$	761.2

(1)	These securities have maturity dates between calendar years 2015 and 2017 and are recorded at fair value.

(2)	These securities have maturity dates of less than one year and are recorded at amortized cost which approximates fair value utilizing Level 2 information.

(3)	These time deposits had original maturities greater than 3 months and were recorded at fair value.

(4)

Primarily relates to the equity method investment related to an equity interest in an entity formed during fiscal 2013 for the purpose of developing a new office tower in Manhattan (the “Hudson Yards joint venture”), with the Company owning less than 43% of the joint venture. As of June 27, 2015 and June 28, 2014, the Company had an equity method investment of $320.2 million and $181.1 million, respectively, in the Hudson Yards joint venture. The Hudson Yards joint venture is determined to be a variable interest entity primarily due to the fact that it has insufficient equity to finance its activities without additional subordinated financial support from its two joint venture partners. The Company is not considered the primary beneficiary of the entity primarily because the Company does not have the power to direct the activities that most significantly impact the entity’s economic performance. The Company’s maximum loss exposure is limited to the committed capital. Refer to Note 12, "Commitments and Contingencies," for further information. Furthermore, as of June 28, 2014, the Company had a cost method investment of $3.3 million in the Reed Krakoff business, which was written off during the third quarter of fiscal 2015. Refer to Note 3, "Transformation and Other Actions," for further information regarding the Reed Krakoff investment.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

The amortized cost, gross unrealized gains, gross unrealized losses and fair value of available-for-sale securities are presented below (in millions):

	June 27, 2015
	Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Estimated Fair Value
Government securities - U.S.	$	52.1			$	—			$	—			$	52.1
Corporate debt issues - U.S.	152.3				0.3				—				152.6
Corporate debt issues - non-U.S.	108.3				0.2				—				108.5
Asset backed securities	—				—				—				—
Total	$	312.7			$	0.5			$	—			$	313.2
	June 28, 2014
	Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Estimated Fair Value
Government securities - U.S.	$	97.2			$	0.1			$	—			$	97.3
Corporate debt issues - U.S.	169.3				1.0				—				170.3
Corporate debt issues - non-U.S.	132.7				0.7				—				133.4
Asset backed securities	1.1				—				—				1.1
Total	$	400.3			$	1.8			$	—			$	402.1

7. ACQUISITIONS

Fiscal 2015 Acquisition

On May 4, 2015, the Company acquired all of the outstanding equity interests of Stuart Weitzman Topco LLC (“Topco”) and Stuart Weitzman Intermediate LLC (“Stuart Weitzman”), a wholly owned subsidiary of Topco, which the Company believes will complement its current leadership position in premium handbags and accessories. Stuart Weitzman designs and manufactures women’s luxury footwear and accessories. The results of the Stuart Weitzman’s operations (including approximately $43 million of net sales and an operating loss of $4 million, including the effects of purchase accounting and contingent payments) have been included in the consolidated financial statements since the date of acquisition within the Other segment.

The aggregate cash paid in connection with the acquisition of Stuart Weitzman was $531.1 million (or $519.6 million net of cash acquired). Furthermore, the acquisition agreement contains a potential earnout payment of up to $14.7 million annually in cash over the next three calendar years, based on the achievement of certain revenue targets. The agreement also contains a catch-up provision that provides that if the revenue targets are missed in any one year but are surpassed in succeeding years then amounts for past years become due upon surpassing targets in succeeding years. The total amount payable under the earnout will not exceed $44.0 million.

The Company funded the acquisition through cash on-hand, including the utilization of a portion of debt related proceeds, as described in Note 11, “Debt.”

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

The purchase price allocations for these assets and liabilities are substantially complete, however it may be subject to change as additional information is obtained during the acquisition measurement period. The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date (in millions):

Assets Acquired and Liabilities Assumed	Fair Value
Cash and cash equivalents	$	11.5
Trade accounts receivable	34.0
Inventories(1)	32.9
Prepaid expenses and other current assets	5.2
Property and equipment, net	28.3
Goodwill(2)	125.8
Trademarks and trade names(3)	267.0
Other intangible assets(4)	87.0
Deferred income taxes	7.1
Other assets	2.3
Total assets acquired	601.1
Accounts Payable and accrued liabilities	15.7
Other liabilities(5)	54.3
Total liabilities assumed	70.0
Total purchase price	531.1
Less: Cash acquired	(11.5		)
Total purchase price, net of cash acquired	$	519.6

(1) Includes a step-up adjustment of approximately $5.6 million, which is being amortized over 4 months.

(2) Approximately $38.5 million of the goodwill balance is tax deductible.

(3) The trademarks and trade names intangible asset was valued based on the relief from royalty approach.

(4) The components of Other intangible assets include customer relationships of approximately $54.7 million (amortized over 15 years), order backlog of approximately $7.7 million (amortized over 6 months) and favorable lease rights of approximately $24.6 million (amortized over the remainder of the underlying lease terms). The customer relationship intangible asset was valued using the excess earnings method, which discounts the estimated after-tax cash flows associated with the existing base of customers as of the acquisition date, factoring in expected attrition of the existing base. The order backlog intangible asset was valued using the excess earnings method, which discounts the estimated after-tax cash flows associated with open customer orders as of the acquisition date. Favorable lease rights were valued based on a comparison of market participant information and Company-specific lease terms.

(5) Included within Other liabilities is the fair value measurement of the contingent earnout payment of $17.8 million. This was valued primarily utilizing Level 3 inputs as defined by the fair value hierarchy, and was based on a weighted average expected achievement probability and discount rate over the expected measurement period.

The Company incurred certain pre-tax costs directly associated with the acquisition of approximately $14.2 million during fiscal 2015, within SG&A expenses.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

Fiscal 2014 Acquisition

On July 1, 2013, the Company became the 100% owner of its European joint venture by purchasing Hackett Limited’s remaining 50% interest in the joint venture, enabling the Company to assume direct control and consolidate its European retail business. The joint venture included 18 retail locations in Spain, Portugal, Great Britain, France, Ireland and Germany. The results of the acquired business have been included in the consolidated financial statements since the date of acquisition within the International segment. The purchase price consisted of cash payments of approximately $15.1 million and the forgiveness of a loan from the Company to Hackett Limited of approximately $18.0 million. The allocation of the purchase price acquisition has been completed resulting in goodwill of $14.8 million which is not tax deductible.

Fiscal 2013 Acquisitions

On July 1, 2012, the Company acquired 100% of its domestic retail business in Malaysia (consisting of 10 retail stores) from the former distributor, Valiram Group, and on August 5, 2012, acquired 100% of its domestic retail business in South Korea (consisting of 47 retail and department store locations) from the former distributor, Shinsegae International. The results of the acquired businesses have been included in the consolidated financial statements since the dates of acquisition within the International segment. The aggregate cash paid in connection with the acquisitions of the Malaysia and South Korea businesses was $8.6 million and $36.9 million, respectively. The Company made a contingent payment to Shinsegae International, of $6.0 million in fiscal 2014 and $3.8 million in fiscal 2015 (classified as financing activities within the Consolidated Statements of Cash Flows).

The following table summarizes the fair values of the assets acquired as part of the fiscal 2013 acquisitions (in millions):

Assets Acquired	Fair Value
Current assets	$	21.4
Fixed assets and other non-current assets	2.4
Goodwill(1)	31.6
Total assets acquired	$	55.4

(1) Approximately $30.0 million of the goodwill balance is tax deductible.

Unaudited pro forma information related to the fiscal 2015, 2014 and 2013 acquisitions are not included, as the impacts of these transactions are not material to the consolidated results of the Company.

8. LEASES

The Company leases office, distribution and retail facilities. The lease agreements, which expire at various dates through 2036, are subject, in most cases, to renewal options and provide for the payment of taxes, insurance and maintenance. Certain leases contain escalation clauses resulting from the pass-through of increases in operating costs, property taxes and the effect on costs from changes in consumer price indices. Certain store-related rent expense may also be contingent upon sales.

Rent expense for the Company's operating leases consisted of the following (in millions):

	Fiscal Year Ended
	June 27, 2015				June 28, 2014				June 29, 2013
Minimum rent(1)	$	213.8			$	172.8			$	169.7
Contingent rent	142.8				144.4				112.6
Total rent expense	$	356.6			$	317.2			$	282.3

(1)	Fiscal 2015 includes $27.3 million of lease termination charges due to transformation-related store closures.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

Future minimum rental payments under non-cancelable operating leases are as follows (in millions):

Fiscal Year		Amount
2016		$	243.1
2017		209.3
2018		184.8
2019		158.3
2020		133.0
Subsequent to 2020		427.5
Total minimum future rental payments		$	1,356.0

9. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The following tables provide information related to the Company’s derivatives (in millions):

		Notional Value								Derivative Assets										Derivative Liabilities
												Fair Value										Fair Value
Designated Derivative Hedging Instruments (1)		June 27, 2015				June 28, 2014				Balance Sheet Classification		June 27, 2015				June 28, 2014				Balance Sheet Classification		June 27, 2015				June 28, 2014
C / FC - Inventory purchases		$	126.7			$	90.2			Other current assets		$	3.3			$	0.4			Accrued liabilities		$	(0.2	)		$	(0.6	)
CCS - Intercompany loans		—				4.8				Other current assets		—				0.1				__		—				—
FC - Intercompany Loans		25.8				8.4				Other current assets		0.1				—				__		—				—
FC - Contractual Obligations(2)		—				4.0				__		—				—				Accrued liabilities		—				(0.3		)
Total Hedges		$	152.5			$	107.4					$	3.4			$	0.5					$	(0.2	)		$	(0.9	)

(1)	C = Zero-cost Collars; CCS = Cross Currency Swaps; FC = Forward foreign currency exchange contracts

(2)	Contractual obligations as of fiscal 2014 consisted of a $4.0 million payment due to Shinsegae International, related to the acquisition of the domestic retail business in South Korea.

		Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)												Amount of Net Gain Reclassified from Accumulated OCI into Income (Effective Portion)
		Fiscal Year Ended(1)												Income Statement Classification		Fiscal Year Ended(2)
Designated Cash Flow Hedges:		June 27, 2015				June 28, 2014				June 29, 2013				June 27, 2015				June 28, 2014				June 29, 2013
C / FC - Inventory purchases		$	11.9			$	3.1			$	8.5			Cost of Sales		$	8.1			$	6.4			$	3.8
CCS - Intercompany loans		—				0.2				(0.5		)		SG&A		—				—				—
Total Hedges		$	11.9			$	3.3			$	8.0					$	8.1			$	6.4			$	3.8

(1)	For fiscal 2015, fiscal 2014 and fiscal 2013, the amounts above are net of tax of $(6.1) million, $(1.6) million and $(5.3) million, respectively.

(2)	For fiscal 2015, fiscal 2014 and fiscal 2013, the amounts above are net of tax of $(4.0) million, $(3.4) million and $(2.4) million, respectively.

During fiscal 2015, fiscal 2014 and fiscal 2013 there were no material gains or losses recognized in income due to hedge ineffectiveness.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

For forward foreign currency exchange contracts that are designated as fair value hedges, the gain (loss) on the derivative as well as the offsetting (loss) gain on the hedged item attributable to the hedged risk, both of which are recorded within SG&A, resulted in an immaterial net impact to the Company's statement of operations.

The Company expects that $4.4 million of net derivative gains included in AOCI at June 27, 2015 will be reclassified into earnings within the next 12 months. This amount will vary due to fluctuations in foreign currency exchange rates.

10. FAIR VALUE MEASUREMENTS

The Company categorizes its assets and liabilities based on the priority of the inputs to the valuation technique into a three-level fair value hierarchy as set forth below. The three levels of the hierarchy are defined as follows:

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1. Level 2 inputs include quoted prices for identical assets or liabilities in non-active markets, quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for substantially the full term of the asset or liability.

Level 3 — Unobservable inputs reflecting management’s own assumptions about the input used in pricing the asset or liability.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

The following table shows the fair value measurements of the Company’s financial assets and liabilities at June 27, 2015 and June 28, 2014 (in millions):

	Level 1								Level 2
	June 27, 2015				June 28, 2014				June 27, 2015				June 28, 2014
Assets:
Cash equivalents(1)	$	485.0			$	1.2			$	14.7			$	45.1
Short-term investments:
Time deposits(2)	—				—				—				75.1
Government securities - U.S.(2)	42.8				42.0				—				—
Corporate debt securities - U.S.(2)	—				—				110.0				25.4
Corporate debt securities - non U.S.(2)	—				—				74.6				34.6
Long-term investments:
Asset backed securities(3)	—				—				—				1.1
Government securities - U.S.(3)	9.3				55.3				—				—
Corporate debt securities - U.S.(3)	—				—				42.6				144.9
Corporate debt securities - non U.S.(3)	—				—				33.9				98.8
Derivative Assets:
Inventory-related instruments(4)	—				—				3.3				0.4
Intercompany loan and contractual obligation hedges(4)	—				—				0.1				0.1
Total	$	537.1			$	98.5			$	279.2			$	425.5
Liabilities:
Derivative liabilities:
Inventory-related instruments(4)	$	—			$	—			$	0.2			$	0.6
Intercompany loan and contractual obligation hedges(4)	—				—				—				0.3
Total	$	—			$	—			$	0.2			$	0.9

(1)	Cash equivalents consist of money market funds and time deposits with maturities of three months or less at the date of purchase. 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. Short-term held to maturity investments are recorded at amortized cost, which approximates fair value (Level 2).

(3)	Fair value is primarily determined using vendor or broker priced securities in active markets. These securities have maturity dates between calendar years 2015 and 2017.

(4)	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.

Refer to Note 11, "Debt," for the fair value of the Company's outstanding debt instruments.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

The following table presents a reconciliation of the assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended June 27, 2015 and June 28, 2014. Level 3 available-for-sale securities consisted of one auction rate security.

	June 27,				June 28,
	2015				2014
	(millions)
Balance, beginning of year	$	—			$	6.0
Losses reclassified out of other comprehensive income	—				1.1
Loss on sale (included in "Income before taxes")	—				(0.1		)
Sale of investment	—				(7.0		)
Balance, end of year	$	—			$	—

Non-Financial Assets and Liabilities

The Company’s non-financial instruments, which primarily consist of goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), non-financial instruments are assessed for impairment and, if applicable, written-down to and recorded at fair value, considering market participant assumptions. Refer to Note 7, "Acquisitions," for further discussion of the approaches used in valuing acquired assets and assumed liabilities.

The Company incurred impairment charges of $0.0 million in fiscal 2015, $35.5 million in fiscal 2014 and $16.6 million in fiscal 2013, to reduce the carrying amount of certain store assets (primarily leasehold improvements at selected retail store locations) to their fair values of $6.9 million as of June 28, 2014 and $4.3 million as of June 29, 2013. The fair values of these assets were determined based on Level 3 measurements. Inputs to these fair value measurements included estimates of the amount and the timing of the stores' net future discounted cash flows based on historical experience, current trends, and market conditions.

11. DEBT

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

	June 27, 2015				June 28, 2014
	(millions)
Current Debt:
Term Loan	$	11.3			$	—
Revolving Facility	—				140.0
Other	—				0.5
Total Current Debt	$	11.3			$	140.5
Long-Term Debt:
Term Loan	$	288.7			$	—
4.250% Senior Notes	600.0				—
Total Long-Term Debt	888.7				—
Less: Unamortized Discount and Debt Issuance Costs on 4.250% Senior Notes	(9.6		)		—
Total Long-Term Debt, net	$	879.1			$	—

During fiscal 2015, 2014 and 2013 the Company recognized interest expense related to the outstanding debt of $11.9 million, $1.7 million and $1.4 million, respectively.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

Amended and Restated Credit Agreement

In March 2015, the Company amended and restated its existing $700.0 million revolving credit facility (the "Revolving Facility") with certain lenders and JP Morgan Chase Bank, N.A. as the administrative agent, to provide for a five-year senior unsecured $300.0 million term loan (the “Term Loan”) and to extend the maturity date to March 18, 2020 (the "Amended and Restated Credit Agreement"). As of June 27, 2015, there were no borrowings under the Revolving Facility.

The Term Loan will be repaid in quarterly installments beginning in September 2015 through December 2019, with the remaining expected outstanding balance of $202.5 million due on maturity at March 18, 2020. There is no penalty for early repayment of outstanding amounts under the Term Loan. The Amended and Restated Credit Agreement will continue to be used for general corporate purposes of the Company and its subsidiaries.

Borrowings under the Amended and Restated Credit Agreement bear interest at a rate per annum equal to, at the Company's option, either (a) 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 an applicable margin or (b) 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%). Additionally, the Company pays a commitment fee on the average daily unused amount of the Revolving Facility. At June 27, 2015, the interest rate on these borrowings was 1.395% and the commitment fee was 0.125%.

The fair value of the outstanding balance of the Term Loan as of June 27, 2015 approximated carrying value, and was based on available external pricing data and current market rates for similar debt instruments, among other factors, and is classified as Level 2 measurements within the fair value hierarchy.

4.250% Senior Notes

In March 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 “4.250% 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 4.250% 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 4.250% 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 4.250% Senior Notes calculated as if the maturity date of the 4.250% 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 4.250% 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 4.250% 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 4.250% Senior Notes to be redeemed, plus accrued and unpaid interest to the redemption date.

Furthermore, the indenture for the 4.250% Senior Notes contains certain covenants limiting the Company’s ability to: (i) create certain liens, (ii) enter into certain sale and leaseback transactions and (iii) merge, or consolidate or transfer, sell or lease all or substantially all of the Company’s assets. As of June 27, 2015, no known events of default have occurred.

At June 27, 2015, the fair value of the 4.250% Senior Notes was approximately $579.0 million, 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.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

Debt Maturities

As of June 27, 2015, the Company's aggregate maturities of total debt are as follows (in millions):

Fiscal Year		Amount
2016		$	15.0
2017		15.0
2018		15.0
2019		22.5
2020		232.5
Subsequent to 2020		600.0
Total future debt repayments		$	900.0

Other

Coach Japan, a wholly owned subsidiary of the Company, maintains credit facilities with several Japanese financial institutions to provide funding for working capital and general corporate purposes, allowing a total maximum borrowing capacity of 5.3 billion yen, or approximately $43 million, as of June 27, 2015. Interest is based on the Tokyo Interbank rate plus a margin of 25 to 30 basis points.

During fiscal 2015 and fiscal 2014, there were no borrowings under this facility. The Coach Japan credit facility can be terminated at any time by the financial institution, and there is no guarantee that it will be available to the Company in future periods.

12. COMMITMENTS AND CONTINGENCIES

As of June 27, 2015, the Company's equity method investment related to an equity interest in an entity formed during fiscal 2013 for the purpose of developing a new office tower in Manhattan, the Hudson Yards joint venture, with the Company owning less than 43% of the joint venture. This investment is included in the Company’s long-term investments.

The formation of the Hudson Yards joint venture serves as a financing vehicle for the project. Construction of the new building has commenced and upon completion of the office tower in fiscal 2016, the Company will retain a condominium interest serving as its new corporate headquarters. During fiscal 2015, the Company invested $139.1 million in the joint venture. Since the formation of the Hudson Yards joint venture, the Company has invested $320.2 million. The Company expects to invest approximately $210 million over the next two years, with approximately $195 million estimated in fiscal 2016, depending on construction progress. Outside of the joint venture, the Company is directly investing in a portion of the design and build-out of the new corporate headquarters. In fiscal 2015, $5.9 million was included in capital expenditures and we expect approximately another $185 million over the period of construction.

The Hudson Yards joint venture is determined to be a VIE primarily due to the fact that it has insufficient equity to finance its activities without additional subordinated financial support from its two joint venture partners. The Company is not considered the primary beneficiary of the entity primarily because the Company does not have the power to direct the activities that most significantly impact the entity’s economic performance. The Company’s maximum loss exposure is limited to the committed capital.

At June 27, 2015 and June 28, 2014, the Company had standby letters of credit totaling $6.8 million and $5.6 million outstanding. The letters of credit, which expire at various dates through 2016, primarily collateralize the Company’s obligation to third parties for insurance claims and value-added tax refunds. The Company pays certain fees with respect to letters of credit that are issued.

The Company had other contractual cash obligations as of June 27, 2015, including $254.7 million related to inventory purchase obligations, $103.1 million related to firm capital expenditure purchase obligations (of which the Company expects total capital expenditures to be in the area of $300 million in fiscal 2016), $4.9 million of other purchase obligations, $900.0 million of debt repayments and $257.1 million of interest payments on the 4.250% Senior Notes. Refer to Note 8, "Leases," for a summary of the Company's future minimum rental payments under non-cancelable leases. Furthermore, refer to Note 7, "Acquisitions," for a description of potential earnout payments attributable to the Stuart Weitzman acquisition.

In the ordinary course of business, the Company is a party to several pending legal proceedings and claims. Although the outcome of such items cannot be determined with certainty, the Company's general counsel and management are of the opinion that the final outcome will not have a material effect on the Company's cash flow, results of operations or financial position.

13. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The change in the carrying amount of the Company’s goodwill, is as follows (in millions):

	International			Other			Total
Balance at June 29, 2013	$	345.0		$	—		$	345.0
Acquisition of Europe retail business	14.8			—			14.8
Foreign exchange impact	1.6			—			1.6
Balance at June 28, 2014	361.4			—			361.4
Acquisition of Stuart Weitzman	—			125.8			125.8
Foreign exchange impact	(53.0		)	—			(53.0		)
Balance at June 27, 2015	$	308.4		$	125.8		$	434.2

Other Intangible Assets

Other intangible assets consist of the following (in millions):

	Fiscal Year Ended
	June 27, 2015												June 28, 2014
	Gross Carrying Amount				Accum. Amort.				Net				Gross Carrying Amount				Accum. Amort.				Net
Intangible assets subject to amortization:
Customer relationships	$	54.7			$	(0.8	)		$	53.9			$	—			$	—			$	—
Order backlog	7.7				(2.6		)		5.1
Favorable lease rights	24.6				(0.5		)		24.1				—				—				—
Total intangible assets subject to amortization	87.0				(3.9		)		83.1				—				—				—
Intangible assets not subject to amortization:
Trademarks and trade names	276.8				—				276.8				9.8				—				9.8
Total intangible assets	$	363.8			$	(3.9	)		$	359.9			$	9.8			$	—			$	9.8

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

Amortization

Based on the balance of the Company's intangible assets subject to amortization as of June 27, 2015, the expected amortization expense for each of the next five fiscal years and thereafter is as follows (in millions):

	Amortization Expense
Fiscal 2016	$	13.3
Fiscal 2017	7.1
Fiscal 2018	6.6
Fiscal 2019	6.6
Fiscal 2020	6.3
Fiscal 2021 and thereafter	43.2
Total	$	83.1

The expected future amortization expense above reflects remaining useful lives of 14.8 years for customer relationships, four months for order backlog, and the remaining lease terms ranging from approximately two to 10 years for favorable lease rights.

14. INCOME TAXES

The provisions for income taxes computed by applying the U.S. statutory rate to income before taxes as reconciled to the actual provisions were (in millions):

	Fiscal Year Ended
	June 27, 2015							June 28, 2014							June 29, 2013
	Amount				Percentage			Amount				Percentage			Amount				Percentage
Income before provision for income taxes:
United States	$	361.2			59.1	%		$	818.6			72.9	%		$	1,116.8			73.4	%
Foreign	250.4				40.9			303.7				27.1			403.7				26.6
Total income before provision for income taxes	$	611.6			100.0	%		$	1,122.3			100.0	%		$	1,520.5			100.0	%
Tax expense at U.S. statutory rate	$	214.0			35.0	%		$	392.8			35.0	%		$	532.2			35.0	%
State taxes, net of federal benefit	26.4				4.3			34.6				3.1			51.0				3.4
Effects of foreign operations	(79.7		)		(13.0	)		(93.1		)		(8.3	)		(119.2		)		(7.9	)
Effects of foreign tax credits and acquisition reorganization	9.3				1.5			(1.5		)		(0.1	)		—				—
Tax benefit related to agreements with tax authorities	—				—			—				—			(3.5		)		(0.2	)
Other, net	39.2				6.4			8.2				0.7			25.6				1.7
Taxes at effective worldwide rates	$	209.2			34.2	%		$	341.0			30.4	%		$	486.1			32.0	%

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

Current and deferred tax provision (benefit) was (in millions):

	Fiscal Year Ended
	June 27, 2015								June 28, 2014								June 29, 2013
	Current				Deferred				Current				Deferred				Current				Deferred
Federal	$	142.9			$	10.5			$	283.4			$	(6.8	)		$	411.7			$	(11.6	)
Foreign	9.8				13.8				20.0				(5.7		)		12.9				4.2
State	35.0				(2.8		)		60.4				(10.3		)		68.0				0.9
Total current and deferred tax provision (benefit)	$	187.7			$	21.5			$	363.8			$	(22.8	)		$	492.6			$	(6.5	)

The components of deferred tax assets and liabilities were (in millions):

	June 27, 2015				June 28, 2014
Share-based compensation	$	66.7			$	66.8
Reserves not deductible until paid	84.5				97.9
Employee benefits	48.4				39.5
Net operating loss	9.1				23.2
Other	0.8				9.7
Prepaid expenses	1.9				0.5
Property and equipment	16.4				18.5
Gross deferred tax assets	$	227.8			$	256.1
Goodwill	73.6				91.4
Other	—				0.2
Gross deferred tax liabilities	73.6				91.6
Net deferred tax assets	$	154.2			$	164.5
Consolidated Balance Sheets Classification
Deferred income taxes – current asset	$	98.4			$	112.6
Deferred income taxes – noncurrent asset	115.8				111.6
Deferred income taxes – current liability	—				—
Deferred income taxes – noncurrent liability (included within "Other Liabilities")	(60.0		)		(59.7		)
Net deferred tax asset	$	154.2			$	164.5

Significant judgment is required in determining the worldwide provision for income taxes, and there are many transactions for which the ultimate tax outcome is uncertain. It is the Company’s policy to establish provisions for taxes that may become payable in future years, including those due to an examination by tax authorities. The Company establishes the provisions based upon management’s assessment of exposure associated with uncertain tax positions. The provisions are analyzed at least quarterly and adjusted as appropriate based on new information or circumstances in accordance with the requirements of ASC 740.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

A reconciliation of the beginning and ending gross amount of unrecognized tax benefits is as follows (in millions):

	June 27, 2015				June 28, 2014				June 29, 2013
Balance at beginning of fiscal year	$	170.7			$	148.8			$	155.6
Gross increase due to tax positions related to prior periods	5.4				14.7				5.3
Gross decrease due to tax positions related to prior periods	(1.1		)		(3.3		)		(6.4		)
Gross increase due to tax positions related to current period	16.5				28.6				33.7
Decrease due to lapse of statutes of limitations	(21.1		)		(17.3		)		(29.1		)
Decrease due to settlements with taxing authorities	(2.3		)		(0.8		)		(10.3		)
Balance at end of fiscal year	$	168.1			$	170.7			$	148.8

Of the $168.1 million ending gross unrecognized tax benefit balance as of June 27, 2015, $121.5 million relates to items which, if recognized, would impact the effective tax rate. Of the $170.7 million ending gross unrecognized tax benefit balance as of June 28, 2014, $113.0 million relates to items which, if recognized, would impact the effective tax rate. As of June 27, 2015 and June 28, 2014, gross interest and penalties payable was $17.6 million and $18.0 million, respectively, which are included in Other liabilities. During fiscal 2015, fiscal 2014 and fiscal 2013, the Company recognized gross interest and penalty income of $0.1 million, gross interest and penalty expense of $0.8 million and gross interest and penalty income of $7.0 million, respectively.

The Company files income tax returns in the U.S. federal jurisdiction, as well as various state and foreign jurisdictions. Tax examinations are currently in progress in select foreign and state jurisdictions that are extending the years open under the statutes of limitation. Fiscal years 2011 to present are open to examination in the U.S. federal jurisdiction, fiscal 2008 to present in select state jurisdictions and fiscal 2004 to present in select foreign jurisdictions. The Company anticipates that one or more of these audits may be finalized and certain statutes of limitation may expire in the foreseeable future. However, based on the status of these examinations, and the average time typically incurred in finalizing audits with the relevant tax authorities, we cannot reasonably estimate the impact these audits may have in the next 12 months, if any, to previously recorded uncertain tax positions. We accrue for certain known and reasonably anticipated income tax obligations after assessing the likely outcome based on the weight of available evidence. Although we believe that the estimates and assumptions we have used are reasonable and legally supportable, the final determination of tax audits could be different than that which is reflected in historical income tax provisions and recorded assets and liabilities. With respect to all jurisdictions, we believe we have made adequate provision for all income tax uncertainties.

For the years ended June 27, 2015 and June 28, 2014, the Company had net operating loss carryforwards in foreign tax jurisdictions of $618.3 million and $526.7 million, the majority of which can be carried forward indefinitely. The deferred tax assets related to the carryforwards have been reflected net of $169.8 million and $131.8 million valuation allowances at June 27, 2015 and June 28, 2014, respectively. The Company’s valuation allowance increased by $38.0 million in fiscal 2015 and increased by $52.2 million in fiscal 2014, primarily as the result of actual or anticipated results in the foreign jurisdictions.

The total amount of undistributed earnings of foreign subsidiaries as of June 27, 2015 and June 28, 2014, was $2.09 billion and $2.03 billion, respectively. It is the Company’s intention to permanently reinvest undistributed earnings of its foreign subsidiaries and thereby indefinitely postpone their remittance. Accordingly, no provision has been made for foreign withholding taxes or United States income taxes which may become payable if undistributed earnings of foreign subsidiaries are paid as dividends. Determination of the amount of unrecognized deferred income tax liabilities on these earnings is not practicable because such liability, if any, is subject to many variables and is dependent on circumstances existing if and when remittance occurs.

15. DEFINED CONTRIBUTION PLAN

The Company maintains the Coach, Inc. Savings and Profit Sharing Plan, which is a defined contribution plan. Employees who meet certain eligibility requirements and are not part of a collective bargaining agreement may participate in this program. The annual expense incurred by the Company for this defined contribution plan was $7.2 million, $7.5 million, and $16.3 million in fiscal 2015, fiscal 2014 and fiscal 2013, respectively.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

16. SEGMENT INFORMATION

In fiscal 2015, the Company has three reportable segments based on its business activities and organization:

•	North America, which includes sales to North American consumers through Coach-branded stores, including the Internet, and sales to wholesale customers.

•

International, which includes sales to consumers through Coach-branded stores (including the Internet) and concession shop-in-shops in Japan and mainland China, Coach-operated stores and concession shop-in-shops in Hong Kong, Macau, Singapore, Taiwan, Malaysia, South Korea, the United Kingdom, France, Ireland, Spain, Portugal, Germany, Italy, Belgium and the Netherlands as well as sales to wholesale customers and distributors in approximately 45 countries.

•	Other, consists of sales and expenses generated by the Coach brand in other ancillary channels, including licensing and disposition. Other also includes sales and expenses generated by the Stuart Weitzman brand during the final two months of fiscal 2015.

In deciding how to allocate resources and assess performance, the Company's chief operating decision maker regularly evaluates the sales and operating income of these segments. Operating income is the gross margin of the segment less direct expenses of the segment. Unallocated corporate expenses include inventory-related costs (such as production variances), advertising, marketing, design, administration and information systems, as well as distribution and consumer service expenses. Additionally, costs incurred by the Company as described in Note 3, "Transformation and Other Actions," and certain acquisition-related costs are also included as unallocated corporate expenses. The following table summarizes segment performance for fiscal 2015, fiscal 2014 and fiscal 2013 (in millions):

	North America				International				Other(1)				Corporate Unallocated				Total
Fiscal 2015
Net sales	$	2,467.5			$	1,622.0			$	102.1			$	—			$	4,191.6
Gross profit	1,574.6				1,248.8				58.0				27.2				2,908.6
Operating income (loss)	820.5				480.6				25.5				(708.6		)		618.0
Income (loss) before provision for income taxes	820.5				480.6				25.5				(715.0		)		611.6
Depreciation and amortization expense(2)	61.8				63.1				5.2				110.5				240.6
Total assets	385.1				1,057.6				610.0				2,614.2				4,666.9
Additions to long-lived assets	89.9				73.9				1.5				34.0				199.3

	North America				International				Other(1)				Corporate Unallocated				Total
Fiscal 2014
Net sales	$	3,100.5			$	1,644.2			$	61.5			$	—			$	4,806.2
Gross profit	1,992.7				1,295.3				36.9				(27.9		)		3,297.0
Operating income (loss)	1,164.1				555.7				34.2				(633.9		)		1,120.1
Income (loss) before provision for income taxes	1,164.1				555.7				34.2				(631.7		)		1,122.3
Depreciation and amortization expense	72.9				58.8				—				57.7				189.4
Total assets	432.6				1,128.5				5.6				2,096.4				3,663.1
Additions to long-lived assets	102.2				71.5				—				45.9				219.6

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

	North America				International				Other(1)				Corporate Unallocated				Total
Fiscal 2013
Net sales	$	3,478.2			$	1,558.1			$	39.1			$	—			$	5,075.4
Gross profit	2,345.8				1,255.2				32.4				64.7				3,698.1
Operating income (loss)	1,460.0				582.2				30.0				(547.7		)		1,524.5
Income (loss) before provision for income taxes	1,460.0				582.2				30.0				(551.7		)		1,520.5
Depreciation and amortization expense	72.3				45.7				—				45.0				163.0
Total assets	459.8				894.8				34.8				2,142.5				3,531.9
Additions to long-lived assets	98.7				60.9				—				81.8				241.4

(1) Other consists of sales and expenses generated by the Coach brand in other ancillary channels, including licensing and disposition, and sales and expenses generated by the Stuart Weitzman brand during the final two months of fiscal 2015.

(2)	Depreciation and amortization expense includes $48.8 million of transformation-related charges, for the fiscal year ended June 27, 2015. These charges are recorded as corporate unallocated expenses.

Coach's product offerings include modern luxury accessories and lifestyle collections, including women's and men's bags, small leather goods, footwear, business cases, wearables including outerwear, watches, weekend and travel accessories, scarves, sunwear, fragrance, jewelry, travel bags and other lifestyle products. During fiscal 2015, the Company reevaluated its product categories and determined that small accessory handbags and travel bags, which were previously classified as "Women's Accessories" and "All Other Products," respectively, are viewed by management to be part of its "Women's Handbag" product category. Prior periods have been adjusted to reflect the current period classification. The following table shows net sales for each product category represented (in millions):

	Fiscal Year Ended
	June 27, 2015				% of Total			June 28, 2014				% of Total			June 29, 2013				% of Total
Women's Handbags	$	2,389.6			57	%		$	2,826.1			59	%		$	3,177.2			62	%
Women's Accessories	709.4				17	%		860.3				18	%		954.2				19
Men's	680.4				16	%		691.8				14	%		599.5				12
All Other Products	412.2				10	%		428.0				9	%		344.5				7
Total Sales	$	4,191.6			100	%		$	4,806.2			100	%		$	5,075.4			100	%

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

The following is a summary of the all costs not allocated in the determination of segment operating income performance (in millions):

	Fiscal Year Ended
	June 27, 2015				June 28, 2014				June 29, 2013
Inventory-related costs(1)	$	27.2			$	(27.9	)		$	64.7
Advertising, marketing and design(2)	(246.7		)		(238.1		)		(236.7		)
Administration and information systems(2)(3)	(422.8		)		(283.9		)		(293.0		)
Distribution and customer service(2)	(66.3		)		(84.0		)		(82.7		)
Total corporate unallocated	$	(708.6	)		$	(633.9	)		$	(547.7	)

(1)

Inventory-related costs consist of production variances and transformation-related costs, and are recorded within cost of sales. In fiscal 2015, 2014 and 2013 production variances were $32.2 million, $54.3 million and $69.5 million, respectively. In fiscal 2015, fiscal 2014 and fiscal 2013, transformation and other-related costs were $(5.0) million, $(82.2) million and $(4.8) million, respectively.

(2)	Costs recorded within SG&A expenses.

(3)	Fiscal 2015 includes transformation and acquisition-related charges of $(156.7) million. Fiscal 2014 and fiscal 2013 includes charges of $(49.3) million and $(48.4) million, respectively, related to transformation and other actions.

Geographic Area Information

As of June 27, 2015, the Company operated 277 retail stores and 195 outlet stores in the United States, 26 retail stores and ten outlet stores in Canada. Outside of North America, the Company operated 196 concession shop-in-shops within department stores, retail stores and outlet stores in Japan, 171 in Greater China, and 144 in other international locations. The Company also operates distribution, product development and quality control locations in the United States, Hong Kong, China, South Korea, Vietnam, Philippines, India and Spain. Geographic revenue information is based on the location of our customer sale. Geographic long-lived asset information is based on the physical location of the assets at the end of each fiscal year and includes property and equipment, net and other assets.

	United States(1)				Japan(1)				Greater China(1)				Other(2)				Total
	(millions)
Fiscal 2015
Net sales	$	2,372.8			$	545.6			$	635.8			$	637.4			$	4,191.6
Long-lived assets	559.5				55.4				91.2				138.4				844.5
Fiscal 2014
Net sales	$	2,968.6			$	654.7			$	583.9			$	599.0			$	4,806.2
Long-lived assets	594.7				70.4				83.9				91.6				840.6
Fiscal 2013
Net sales	$	3,334.5			$	760.9			$	452.8			$	527.2			$	5,075.4
Long-lived assets	638.8				73.0				55.5				56.6				823.9

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

(2)	Other International sales reflect shipments to third-party distributors, primarily in East Asia, and sales from Company-operated stores and concession shop-in-shops in Singapore, Taiwan, Malaysia, South Korea, Europe and Canada.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

17. EARNINGS PER SHARE

Basic net income per share is calculated by dividing net income by the weighted-average number of shares outstanding during the period. Diluted net income per share is calculated similarly but includes potential dilution from the exercise of stock options and RSUs and any other potentially dilutive instruments, only in the periods in which such effects are dilutive under the treasury stock method.

The following is a reconciliation of the weighted-average shares outstanding and calculation of basic and diluted earnings per share (in millions, except per share data):

	Fiscal Year Ended
	June 27, 2015				June 28, 2014				June 29, 2013
Net income	$	402.4			$	781.3			$	1,034.4
Total weighted-average basic shares	275.7				277.8				282.5
Dilutive securities:
Share-based award plans	0.9				1.0				1.5
Stock option programs	0.6				1.6				2.3
Total weighted-average diluted shares	277.2				280.4				286.3
Net income per share:
Basic	$	1.46			$	2.81			$	3.66
Diluted	$	1.45			$	2.79			$	3.61

At June 27, 2015, options to purchase 5.9 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 $38.75 to $78.46, were greater than the average market price of the common shares.

At June 28, 2014, options to purchase 6.4 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 $43.39 to $78.46, were greater than the average market price of the common shares.

At June 29, 2013, options to purchase 2.1 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 $56.95 to $78.46, were greater than the average market price of the common shares.

Earnings per share amounts have been calculated based on unrounded numbers. Options to purchase shares of the Company's common stock at an exercise price greater than the average market price of the common stock during the reporting period are anti-dilutive and therefore not included in the computation of diluted net income per common share. In addition, the Company has outstanding RSUs that are issuable only upon the achievement of certain performance goals. PRSUs 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 June 27, 2015, June 28, 2014 and June 29, 2013, there were approximately 6.8 million, 7.1 million, and 2.8 million, respectively, of additional shares issuable upon exercise of anti-dilutive options and contingent vesting of PRSUs, which were excluded from the diluted share calculations.

18. STOCK REPURCHASE PROGRAM

Purchases of the Company's common stock have been made from time to time, subject to market conditions and at prevailing market prices, through open market purchases. Under Maryland law, Coach’s state of incorporation, treasury shares are not allowed. As a result, all repurchased shares are retired when acquired. The Company's stock repurchase program expired at the end of fiscal 2015, with zero remaining availability at June 27, 2015.

COACH, INC.

Notes to Consolidated Financial Statements (Continued)

During fiscal 2015, fiscal 2014, and fiscal 2013, the Company repurchased and retired zero, 10.2 million and 7.1 million shares, respectively, or $0.0 million, $524.9 million, and $400.0 million of common stock, respectively, at an average cost of $0.00, $51.27 and $56.61 per share, respectively.

19. SUPPLEMENTAL BALANCE SHEET INFORMATION

The components of certain balance sheet accounts are as follows (in millions):

	June 27, 2015				June 28, 2014
Property and equipment
Land and building	$	168.5			$	168.6
Machinery and equipment	34.7				34.7
Furniture and fixtures	640.9				544.6
Leasehold improvements	650.7				648.6
Construction in progress	78.8				85.1
Less: accumulated depreciation	(841.0		)		(767.7		)
Total property and equipment, net	$	732.6			$	713.9
Accrued liabilities
Payroll and employee benefits	$	181.9			$	137.8
Accrued rent	47.8				50.9
Dividends payable	93.3				92.6
Operating expenses	277.6				237.4
Total accrued liabilities	$	600.6			$	518.7
Other liabilities
Deferred lease obligation	$	122.4			$	135.2
Gross unrecognized tax benefit	168.1				170.7
Deferred tax liabilities	60.0				59.7
Other	112.7				63.8
Total other liabilities	$	463.2			$	429.4

COACH, INC.

Schedule II — Valuation and Qualifying Accounts

For the Fiscal Years Ended June 27, 2015, June 28, 2014 and June 29, 2013

(in millions)

	Balance at Beginning of Year				Additions Charged to Costs and Expenses				Additions Related to Acquisition				Write-offs/ Allowances Taken				Balance at End of Year
Fiscal 2015
Allowance for bad debts	$	1.4			$	1.7			$	0.9			$	(0.9	)		$	3.1
Allowance for returns	2.9				8.9				0.7				(5.0		)		7.5
Allowance for markdowns	11.6				42.5				3.8				(39.9		)		18.0
Valuation allowance	131.8				38.0				—				—				169.8
Total	$	147.7			$	91.1			$	5.4			$	(45.8	)		$	198.4
Fiscal 2014
Allowance for bad debts	$	1.1			$	1.6			$	—			$	(1.3	)		$	1.4
Allowance for returns	7.0				0.8				—				(4.9		)		2.9
Allowance for markdowns	8.4				37.9				—				(34.7		)		11.6
Valuation allowance	79.6				52.2				—				—				131.8
Total	$	96.1			$	92.5			$	—			$	(40.9	)		147.7
Fiscal 2013
Allowance for bad debts	$	3.3			$	(0.5	)		$	—			$	(1.7	)		$	1.1
Allowance for returns	2.8				8.6				—				(4.4		)		7.0
Allowance for markdowns	3.7				22.5				—				(17.8		)		8.4
Valuation allowance	53.5				29.3				—				(3.2		)		79.6
Total	$	63.3			$	59.9			$	—			$	(27.1	)		$	96.1

COACH, INC.

Quarterly Financial Data

(dollars and shares in millions, except per share data)

(unaudited)

	First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Fiscal 2015(1)
Net sales	$	1,038.8			$	1,219.4			$	929.3			$	1,004.1
Gross profit	715.4				840.0				665.5				687.7
Net income	119.1				183.5				88.1				11.7
Net income per common share:
Basic	0.43				0.67				0.32				0.04
Diluted	0.43				0.66				0.32				0.04
Fiscal 2014(1)
Net sales	$	1,150.8			$	1,419.6			$	1,099.6			$	1,136.2
Gross profit	826.6				982.7				781.3				706.4
Net income	217.9				297.4				190.8				75.2
Net income per common share:
Basic	0.77				1.07				0.69				0.27
Diluted	0.77				1.06				0.68				0.27
Fiscal 2013(1)
Net sales	$	1,161.4			$	1,503.8			$	1,187.6			$	1,222.6
Gross profit	845.2				1,085.4				880.2				887.3
Net income	221.4				352.8				238.9				221.3
Net income per common share:
Basic	0.78				1.25				0.85				0.79
Diluted	0.77				1.23				0.84				0.78

(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

(a)	Exhibit Table (numbered in accordance with Item 601 of Regulation S-K)

Exhibit		Description
3.1		Amended and Restated Bylaws of Coach, Inc., dated February 7, 2008, which is incorporated herein by reference from Exhibit 3.1 to Coach’s Current Report on Form 8-K filed on February 13, 2008
3.2		Articles Supplementary of Coach, Inc., dated May 3, 2001, which is incorporated herein by reference from Exhibit 3.2 to Coach’s Current Report on Form 8-K filed on May 9, 2001
3.3		Articles of Amendment of Coach, Inc., dated May 3, 2001, which is incorporated herein by reference from Exhibit 3.3 to Coach’s Current Report on Form 8-K filed on May 9, 2001
3.4		Articles of Amendment of Coach, Inc., dated May 3, 2002, which is incorporated by reference from Exhibit 3.4 to Coach’s Annual Report on Form 10-K for the fiscal year ended June 29, 2002
3.5		Articles of Amendment of Coach, Inc., dated February 1, 2005, which is incorporated by reference from Exhibit 99.1 to Coach’s Current Report on Form 8-K filed on February 2, 2005
4.1		Specimen Certificate for Common Stock of Coach, which is incorporated herein by reference from Exhibit 4.1 to Coach's Registration Statement on Form S-1 (Registration No. 333-39502)
4.2		Deposit Agreement, dated November 24, 2011, between Coach, Inc. and JPMorgan Chase Bank, N.A., as depositary, which is incorporated by reference from Exhibit 4.1 to Coach’s Current Report on Form 8-K filed on November 25, 2011
4.3		Deed Poll, dated November 24, 2011, executed by Coach, Inc. and JPMorgan Chase Bank, N.A., as depositary, pursuant to the deposit agreement in favor of and in relation to the rights of the holders of the depositary receipts, which is incorporated by reference from Exhibit 4.1 to Coach’s Current Report on Form 8-K filed on November 25, 2011
4.4		Indenture, dated as of March 2, 2015, relating to the 4.250% senior unsecured notes due 2025, between Coach and U.S. Bank National Association, as trustee, which is incorporated herein by reference from Exhibit 4.1 to Coach’s Current Report on Form 8-K filed on March 2, 2015
4.5		First Supplemental Indenture, dated as of March 2, 2015, relating to the 4.250% senior unsecured notes due 2025, between Coach and U.S. Bank National Association, as trustee, which is incorporated herein by reference from Exhibit 4.2 to Coach’s Current Report on Form 8-K filed on March 2, 2015
4.6		Form of 4.250% senior unsecured notes due 2025 (included in the First Supplemental Indenture), which is incorporated herein by reference from Exhibit 4.3 to Coach’s Current Report on Form 8-K filed on March 2, 2015
10.1		Purchase Agreement among Stuart Weitzman Topco LLC, Stuart Weitzman Intermediate LLC and Coach, dated January 5, 2015, which is incorporated by reference from Exhibit 10.1 to Coach’s Quarterly Report on Form 10-Q for the period ended December 27, 2014
10.2		Letter Agreement between Stuart Weitzman and Coach, dated January 5, 2015, which is incorporated by reference from Exhibit 10.2 to Coach’s Quarterly Report on Form 10-Q for the period ended December 27, 2014
10.3		Revolving Credit Agreement, dated as of June 18, 2012, by and between Coach, certain lenders and JPMorgan Chase Bank, N.A., as administrative agent, which is incorporated by reference from Exhibit 10.2 to Coach’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012
10.4		Amendment No. 1 to the Revolving Credit Agreement, dated as of March 26, 2013, by and between Coach, certain lenders and JPMorgan Chase Bank N.A., as administrative agent, which is incorporated by reference from Exhibit 10.2 to Coach’s Quarterly Report on Form 10-Q for the period ended March 30, 2013
10.5		Amendment No. 2 to the Revolving Credit Agreement, dated as of November 27, 2013, by and between Coach, certain lenders and JPMorgan Chase Bank N.A., as administrative agent, which is incorporated by reference from Exhibit 10.3 to Coach’s Quarterly Report on Form 10-Q for the period ended December 28, 2013
10.6		Amendment No. 3 to the Revolving Credit Agreement, dated as of September 9, 2014, by and between Coach, certain lenders and JPMorgan Chase Bank N.A., as administrative agent, which is incorporated by reference from Exhibit 10.3 to Coach’s Quarterly Report on Form 10-Q for the period ended September 27, 2014
10.7		Amendment and Restatement Agreement, dated as of March 18, 2015, by and between Coach, certain lenders and JPMorgan Chase Bank, N.A., as administrative agent, which amends and restates the Revolving Credit Agreement, dated as of June 18, 2012 (as amended by Amendment No. 1 dated March 26, 2013, Amendment No. 2 dated November 27, 2013 and Amendment No. 3 dated September 9, 2014) , which is incorporated by reference from Exhibit 10.2 to Coach’s Quarterly Report on Form 10-Q for the period ended March 28, 2015
10.8~		Limited Liability Company Agreement, dated April 10, 2013, by and between Coach Legacy Yards LLC, an affiliate of Coach, and Podium Fund Tower C SPV LLC, which is incorporated herein by reference from Exhibit 10.3 to Coach’s Annual Report on Form 10-K for the fiscal year ended June 29, 2013

Exhibit		Description
10.9~		Development Agreement, dated April 10, 2013, by and between Coach Legacy Yards LLC, an affiliate of Coach, and ERY Developer LLC, which is incorporated herein by reference from Exhibit 10.4 to Coach’s Annual Report on Form 10-K for the fiscal year ended June 29, 2013
10.10		Guaranty Agreement, dated April 10, 2013, by Coach, Inc., to and for the benefit of ERY Developer LLC and Podium Fund Tower C SPV LLC, which is incorporated herein by reference from Exhibit 10.5 to Coach’s Annual Report on Form 10-K for the fiscal year ended June 29, 2013
10.11		Purchase and Sale Agreement, dated April 10, 2013, by and between 504-514 West 34th Street Corp. and 516 West 34th Street LLC, both subsidiaries of Coach, and ERY 34th Street Acquisition LLC, which is incorporated herein by reference from Exhibit 10.6 to Coach’s Annual Report on Form 10-K for the fiscal year ended June 29, 2013
10.12†		Coach, Inc. 2000 Stock Incentive Plan, which is incorporated by reference from Exhibit 10.10 to Coach’s Annual Report on Form 10-K for the fiscal year ended June 28, 2003
10.13†		Coach, Inc. Performance-Based Annual Incentive Plan, which is incorporated by reference from Appendix A to the Registrant’s Definitive Proxy Statement for the 2008 Annual Meeting of Stockholders, filed on September 19, 2008
10.14†		Coach, Inc. 2000 Non-Employee Director Stock Plan, which is incorporated by reference from Exhibit 10.13 to Coach’s Annual Report on Form 10-K for the fiscal year ended June 28, 2003
10.15†		Coach, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors, which is incorporated by reference from Exhibit 10.14 to Coach’s Annual Report on Form 10-K for the fiscal year ended June 28, 2003
10.16†		Coach, Inc. 2001 Employee Stock Purchase Plan, which is incorporated by reference from Exhibit 10.15 to Coach’s Annual Report on Form 10-K for the fiscal year ended June 29, 2002
10.17†		Coach, Inc. 2004 Stock Incentive Plan, which is incorporated by reference from Appendix A to the Registrant’s Definitive Proxy Statement for the 2004 Annual Meeting of Stockholders, filed on September 29, 2004
10.18†		Coach, Inc. 2010 Stock Incentive Plan, which is incorporated by reference from Appendix A to the Registrant’s Definitive Proxy Statement for the 2010 Annual Meeting of Stockholders, filed on September 24, 2010
10.19†		Amendment to the Coach, Inc. 2010 Stock Incentive Plan, which is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 22, 2014
10.20†		Coach, Inc. 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
10.21*†		Form of Stock Option Grant Notice and Agreement under the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan
10.22*†		Form of Restricted Stock Unit Award Grant Notice and Agreement under the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan
10.23*†		Form of Performance Restricted Stock Unit Agreement Grant Notice and Agreement under the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan
10.24*†		Form of Stock Option Grant Notice and Agreement for Outside Directors under the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan
10.25*†		Form of Restricted Stock Unit Grant Notice and Agreement for Outside Directors under the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan
10.26†		Coach, Inc. 2013 Performance-Based Annual Incentive Plan, which is incorporated herein by reference from Appendix B to the Registrant’s Definitive Proxy Statement for the 2013 Annual Meeting of Stockholders, filed on September 27, 2013
10.27†		Employment Agreement dated June 1, 2003 between Coach and Lew Frankfort, which is incorporated by reference from Exhibit 10.20 to Coach’s Annual Report on Form 10-K for the fiscal year ended June 28, 2003
10.28†		Amendment to Employment Agreement, dated August 22, 2005, between Coach and Lew Frankfort, which is incorporated by reference from Exhibit 10.23 to Coach’s Annual Report on Form 10-K for the fiscal year ended July 2, 2005
10.29†		Amendment to Employment Agreement, dated May 7, 2012, between Coach and Lew Frankfort, which is incorporated herein by reference from Exhibit 10.1 to Coach’s Current Report on Form 8-K filed on May 8, 2012
10.30†		Amendment to Employment Agreement, dated December 23, 2013, between Coach and Lew Frankfort, which is incorporated by reference from Exhibit 10.1 to Coach’s Current Report on Form 8-K filed on December 23, 2013
10.31†		Amendment to Employment Agreement, dated June 30, 2014, between Coach and Lew Frankfort, which is incorporated by reference from Exhibit 10.1 to Coach’s Current Report on Form 8-K filed on July 2, 2014

Exhibit		Description
10.32†		Performance Restricted Stock Unit Award Grant Notice and Agreement, dated August 6, 2009, between Coach and Lew Frankfort, which is incorporated by reference from Exhibit 10.13 to Coach’s Annual Report on Form 10-K for the fiscal year ended July 3, 2010
10.33†		Employment Offer Letter, dated July 19, 2011, between Coach and Jane Nielsen, which is incorporated herein by reference from Exhibit 10.2 to Coach’s Quarterly Report on Form 10-Q for the fiscal period ended October 1, 2011
10.34†		Letter Agreement, dated February 13, 2013, between Coach and Victor Luis, which is incorporated herein by reference from Exhibit 10.29 to Coach’s Annual Report on Form 10-K for the fiscal year ended June 29, 2013
10.35†		Employment Offer Letter, dated September 2, 2014, between Coach and Gebhard Rainer, which is incorporated by reference from Exhibit 10.2 to Coach’s Quarterly Report on Form 10-Q for the period ended September 27, 2014
10.36†		Employment Offer Letter, dated January 26, 2015, between Coach and Ian Bickley, which is incorporated by reference from Exhibit 10.2 to Coach’s Quarterly Report on Form 10-Q for the period ended March 28, 2015
10.37†		Employment Offer Letter, dated January 26, 2015, between Coach and Andre Cohen, which is incorporated by reference from Exhibit 10.2 to Coach’s Quarterly Report on Form 10-Q for the period ended March 28, 2015
10.38†		Letter Agreement, dated June 22, 2015, between Coach and Sarah Dunn, which is incorporated by reference from Exhibit 10.3 to Coach’s Current Report on Form 8-K, filed on June 22, 2015
10.39†		Letter Agreement, dated June 22, 2015, between Coach and Todd Kahn, which is incorporated by reference from Exhibit 10.2 to Coach’s Current Report on Form 8-K, filed on June 22, 2015
10.40†		Letter Agreement, dated June 22, 2015, between Coach and Jane Nielsen, which is incorporated by reference from Exhibit 10.4 to Coach’s Current Report on Form 8-K, filed on June 22, 2015
10.41		Sponsor Agreement, dated November 24, 2011, between Coach, Inc. and J.P. Morgan Securities (Asia Pacific) Limited, as sponsor, which is incorporated herein by reference from Exhibit 4.1 to Coach’s Current Report on Form 8-K filed on November 25, 2011
12*		Computation of Ratio of Earnings to Fixed Charges
18		Letter re: change in accounting principle, which is incorporated herein by reference from Exhibit 18 to Coach’s Quarterly Report on Form 10-Q for the period ended October 2, 2010
21.1*		List of Subsidiaries of Coach, Inc.
23.1*		Consent of Deloitte & Touche LLP
31.1*		Rule 13(a)-14(a)/15(d)-14(a) Certifications
32.1*		Section 1350 Certifications
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase

*	Filed herewith

~	The Registrant has requested confidential treatment for certain portions of this Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

†	Management contract or compensatory plan or arrangement.