Tapestry (TPR) 10-K risk factor changes: FY2021 vs FY2020

[removed: The] [added: As a result, the] Company had temporarily closed the majority of its directly operated stores globally for some period of time to help reduce the spread of [removed: Covid-19.][added: Covid-19 during fiscal 2020.]

[removed: As of the end of the] [added: Throughout] fiscal [removed: year,] [added: year 2021,] the vast majority of the Company’s stores [removed: had been re-opened] [added: were opened, although experienced reduce traffic from historical levels,] for either in-store or curb-side [removed: service.][added: service and have continued to operate.]

Many of the Company’s wholesale partners also [removed: closed] [added: experienced closure of] their [removed: bricks and mortar] stores [added: or operating restrictions during the fiscal year,] as required by government [removed: orders during the third and fourth fiscal quarter.][added: orders.]

The global Covid-19 pandemic is [removed: continuing to evolve rapidly] [added: continuously evolving] and the extent to which the pandemic ultimately impacts our results and our business - including unforeseen increased costs to our business - will depend on future developments, which are highly uncertain and cannot be predicted, including the ultimate duration, severity and sustained geographic [removed: spread] [added: resurgence] of the virus, [removed: such as] [added: including] the [removed: possibility] [added: emergence] of [removed: a "second wave"] [added: new variants and strains] of [removed: increased infections,] [added: the virus,] and the success of actions to contain the virus [added: and its variants,] or treat its impact, [added: such as the availability and acceptance of vaccines,] among others.

While the full magnitude of the effects on our business [removed: is] [added: continues to be] difficult to [removed: predict at this time,] [added: predict,] the Covid-19 pandemic has and [removed: is expected to] [added: may] continue to have a material adverse impact on our business, financial condition, and results of operations.

[removed: | • | The potential economic effects of the pandemic, including a possible recession, increased unemployment and decreased consumer credit availability, may result in lower consumer confidence and decreased disposable income and discretionary spending levels, which may lead to reduced sales of our products. Unfavorable economic conditions, fears of becoming ill and sustained travel restrictions may also reduce consumers’ willingness and ability to travel to major cities and vacation destinations in which the Company’s stores are located.] Furthermore, reduced discretionary spending may result in an excess of inventory throughout the industry, which could lead to increased pressure on our gross margin in the near term if the Company has to increase promotional activity above its normal levels to sell through its existing product. [removed: |]

[removed: | • |] [added: -] Social distancing measures and general consumer behaviors due to the Covid-19 pandemic may continue to impact mall and store traffic even [removed: after] [added: as] stores return to normal operations, which may have a further negative impact on our business. [removed: Furthermore, declines in traffic beyond our current exceptions could result in additional impairment charges if expected future cash flows of the related asset group do not exceed the carrying value. |]

[removed: | • | We continue to sell products through our stores that have re-opened and through our e-commerce sites.] The majority of our [removed: distribution] [added: fulfillment] centers remain open and operational through the date of this report; however, such [removed: distribution] [added: fulfillment] centers may be forced to close or limit operations due to governmental mandates, health and safety concerns, or illness or absence of a substantial number of distribution center employees. [removed: Our third party logistics providers may also experience delays in fulfilling our orders to our customers. |]

[removed: | • | We source and manufacture our products on a global scale and may experience material temporary or long-term disruption in our supply chain, given the global reach of the Covid-19 pandemic.] Travel restrictions, closures or disruptions of business and [added: facilities, including manufacturing] facilities [added: and raw material providers, unavailability of vaccines for our international employees] or [added: workers in our supply chain, or] social, economic, political or labor instability in the affected areas may impact the operations of our raw material suppliers or manufacturing partners. [removed: |]

The Company [removed: is] [added: has implemented a strategic growth plan after] undergoing a review of its business under the Acceleration Program.

Our results can be impacted by a number of macroeconomic factors, including but not limited to consumer confidence and spending levels, tax rates, unemployment, consumer credit availability, raw materials costs, pandemics (such as the ongoing Covid-19 pandemic) and natural disasters, fuel and energy costs (including oil prices), global factory production, [added: supply chain activity,] commercial real estate market conditions, credit market conditions and the level of customer traffic in malls and shopping centers.

We operate on a global basis, with approximately [removed: 42.8%] [added: 41.4%] of our net sales coming from operations outside of United [removed: States.][added: States as of the end of fiscal year 2021.]

[removed: | • |] [added: -] public health crises, such as pandemics and epidemic diseases (including the ongoing Covid-19 pandemic); [removed: |]

[removed: | • |] [added: -] changes to the U.S.'s participation in, withdrawal out of, renegotiation of certain international trade agreements or other major trade related issues including the non-renewal of expiring favorable tariffs granted to developing countries, tariff quotas, and retaliatory [removed: tariffs (including, but not limited to, the Trump Administration's tariffs on China and China's retaliatory tariffs on certain products from the U.S.),] [added: tariffs,] trade sanctions, new or onerous trade restrictions, embargoes and other stringent government controls; [removed: |]

[removed: | • |] [added: -] changes in exchange rates for foreign currencies, which may adversely affect the retail prices of our products, result in decreased international consumer demand, or increase our supply costs in those markets, with a corresponding negative impact on our gross margin rates; [removed: |]

[removed: | • |] [added: -] compliance with laws relating to foreign operations, including the Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act, and other global anti-corruption laws, which in general concern the bribery of foreign public [removed: officials; |][added: officials, and other regulations and requirements;]

[removed: | • |] [added: -] changes in tourist shopping patterns, particularly that of the Chinese consumer and as a result of the Covid-19 pandemic; [removed: |]

[removed: | • |] [added: -] natural and other disasters; [removed: |]

[removed: | • | political and] [added: - political,] civil [added: and social] unrest, such as the recent protests in Hong Kong SAR, China and in the United States; and [removed: |]

[removed: | • |] [added: -] changes in legal and regulatory requirements, including, but not limited to safeguard measures, anti-dumping duties, cargo restrictions to prevent terrorism, restrictions on the transfer of currency, climate change and other environmental legislation, product safety regulations or other charges or restrictions. [removed: |]

[removed: | • |] [added: -] imposition of additional duties, taxes and other charges [added: or restrictions] on imports or exports; [removed: |]

[removed: | • | unavailability of,] [added: - unavailability,] or significant fluctuations in the [removed: cost of,] [added: cost, of] raw materials; [removed: |]

[removed: | • |] [added: -] compliance by us and our independent manufacturers and suppliers with labor laws and other foreign governmental regulations; [removed: |]

[removed: | • |] [added: -] increases in the cost of labor, fuel (including volatility in the price of oil), travel and transportation; [removed: |]

[removed: | • |] [added: -] compliance with our Global Business Integrity Program; [removed: |]

[removed: | • |] [added: -] compliance by our independent manufacturers and suppliers with our Supplier Code of [removed: Conduct] [added: Conduct, social auditing procedures] and [added: requirements and] other applicable compliance policies; [removed: |]

[removed: | • |] [added: -] compliance with [added: applicable laws and regulations, including] U.S. laws regarding the identification and reporting on the use of “conflict minerals” sourced from the Democratic Republic of the Congo in the Company’s [removed: products] [added: products, other laws] and [added: regulations regarding] the [added: sourcing of materials in the Company’s products, the] FCPA, U.K. Bribery Act and other global anti-corruption laws, as [removed: applicable; |][added: applicable, and other U.S. and international regulations and requirements;]

[removed: | • |] [added: -] inability to engage new independent manufacturers that meet the Company’s cost-effective sourcing model; [removed: |]

[removed: | • |] [added: -] product quality issues; [removed: |]

[removed: | • |] [added: -] political unrest, including protests and other civil disruption; [removed: |]

[removed: | • |] [added: -] public health crises, such as pandemic and epidemic diseases, and other unforeseen outbreaks; [removed: |]

[removed: | • |] [added: -] natural disasters or other extreme weather events, whether as a result of climate change or otherwise; [removed: |]

[removed: | • |] [added: -] acts of war or terrorism and other external factors over which we have no control. [removed: |]

[removed: The violation of labor, environmental or other laws by an independent manufacturer or supplier, or divergence of an independent manufacturer’s or supplier’s labor] practices from those generally accepted as ethical or appropriate in the U.S., could interrupt or otherwise disrupt the shipment of our products, harm our trademarks or damage our reputation.

We are dependent on a limited number of [removed: distribution] [added: fulfillment] and sourcing centers.

While we have business continuity and contingency plans for our sourcing and [removed: distribution] [added: fulfillment] center sites, significant disruption of manufacturing or [removed: distribution] [added: fulfillment] for any of the above reasons could interrupt product supply, result in a substantial loss of inventory, increase our costs, disrupt deliveries to our customers and our retail stores, and, if not remedied in a timely manner, could have a material adverse impact on our business.

Because our [removed: distribution] [added: fulfillment] centers include automated and computer controlled equipment, they are susceptible to risks including power interruptions, hardware and system failures, software viruses, and security breaches.

We maintain a [removed: distribution] [added: fulfillment] center in Jacksonville, Florida, operated by Tapestry.

To support our growth in mainland China and Europe, we established [removed: distribution] [added: fulfillment] centers in mainland China and the Netherlands, owned and operated by a third-party, allowing us to better manage the logistics in these regions while reducing costs.

We also operate [removed: distribution] [added: fulfillment] centers, through third-parties, in Japan, parts of Greater China (Hong Kong SAR, Macao SAR and Taiwan), Singapore, Malaysia, the U.S., Spain, Italy, the U.K., Canada, Australia and South Korea.

Risks Related to our Business and our Industry

Some store locations have, however, experienced temporary re-closures or operated under tighter restrictions in compliance with local government regulation during the course of fiscal year 2021 and into the beginning of fiscal year 2022.

The Company has noted that certain geographies have experienced increased infection rates due to new variants of Covid-19, resulting in a decline in store traffic in these regions.

The Company currently expects that this trend will not have a material adverse impact on its financial results for Fiscal 2022.

However, if such infections rates continue to rise resulting in further declines in store traffic, the Company's financial results may be negatively impacted from that which is currently expected.

In addition, certain of the Company’s supply chain partners, particularly those in Southeast Asia, have experienced temporary closures due to an increase in Covid-19 cases in the region, which has and may continue to negatively impact the Company’s supply chain operations.

- We source and manufacture our products on a global scale and we have experienced and may continue to experience material temporary or long-term disruption in our supply chain, given the global reach of the Covid-19 pandemic.

This disruption to our supply chain may result in inventory not being available in a timely manner and/or during the appropriate season, and higher inbound freight costs, all of which could have a material adverse impact on our financial results.

- The potential economic effects of the pandemic, including a possible recession, increased unemployment and decreased consumer credit availability, may result in lower consumer confidence and decreased disposable income and discretionary spending levels, which may lead to reduced sales of our products.

Unfavorable economic conditions, fears of becoming ill and sustained travel restrictions may also reduce consumers’ willingness and ability to travel to major cities and vacation destinations in which the Company’s stores are located.

Furthermore, declines in traffic beyond our current exceptions could result in additional impairment charges if expected future cash flows of the related asset group do not exceed the carrying value.

- We continue to sell products through our stores and through our e-commerce sites.

We may not be able to keep up with demand for our products because we have and may continue to experience delays in or increased costs for the shipment or delivery of our products due to capacity constraints, shipping delays or port congestion.

- political or economic instability or changing macroeconomic conditions in our major markets, including the potential impact of (1) new policies that may be implemented by the U.S. or other jurisdictions, particularly with respect to tax and trade policies or (2) impacts from the United Kingdom (“U.K.”) leaving the European Union (“E.U.”), commonly known as Brexit and the agreement between the U.K. and the E.U. and countries outside the E.U. with respect to, amongst other things, tariffs;

- continued disruptions or delays in shipments whether due to port congestion, logistics carrier disruption, other shipping capacity constraints or other factors, which has and may continue to result in significantly increased inbound freight costs;

- loss or disruption of key manufacturing or fulfillment sites or extended closure of such sites due to the Covid-19 pandemic or other unexpected factors;

- regulation or prohibition of the transaction of business with specific individuals or entities and their affiliates or goods manufactured in certain regions by any government or regulatory authority in the jurisdictions where we conduct business, such as the listing of a person or entity as a Specially Designated National or Blocked Person by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the issuance of Withhold Release Orders by the U.S. Customs and Border Patrol;

The violation of labor, environmental or other laws by an independent manufacturer or supplier, or divergence of an independent manufacturer’s or supplier’s labor

Our business may be materially impacted if our distribution and fulfillment centers face significant interruptions and operations.

Depending on the duration of these closures, our results may be materially impacted.

In addition, increases in the Company’s e-commerce sales has required additional fulfillment and fulfillment capacity.

Subsequent to the 2021 fiscal year-end, the Company entered into a lease agreement for a multi-brand fulfillment facility to be built in Las Vegas, Nevada in order to increase capacity and improve fulfillment capabilities as the Company continues to focus on expanding its digital and e-commerce business.

Any delay in the construction or our failure to execute our operational plans for this fulfillment center could result in the Company not being able to meet customer demand for its products and could materially adversely affect our business and operations.

Further, expanding in certain markets may have upfront investment costs that may not be accompanied by sufficient

A key strategy of our Acceleration Program is to Leverage Data and Lead with a Digital-First Mindset, including offering satisfying customer experiences across our e-commerce and social channels and meeting the needs of our customers who are engaging with our brands digitally.

We aim to provide a seamless omni-channel experience to our customers regardless of whether they are shopping in stores or engaging with our brands through digital technology, such as computers, mobile phones, tablets or other devices.

This requires investment in new technologies and reliance on third party digital partners, over which we may have limited control.

Additionally, our ability to provide timely delivery of e-commerce purchases is dependent on the capacity and operations of our owned and third party operated fulfillment facilities.

See “*Our business is subject to the risks inherent in global sourcing activities”* for additional risks related to our distribution and fulfillment networks.

If we are unable to effectively execute our e-commerce and digital strategies and provide reliable experiences for our customers across all channels, our reputation and ability to compete with other brands could suffer, which could adversely impact our business, results of operations and financial condition.

We must also attract, motivate and retain a sufficient number of qualified retail and fulfillment center employees.

Historically, competition for talent in these positions has been intense and turnover is generally high, both of which have been exacerbated by the Covid-19 pandemic.

If we are unable to attract and retain such employees with the necessary skills and experience, we may not achieve our objectives and our results of operations could be adversely impacted.

One component of our growth strategy historically has been acquisitions.

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

Each of our brands are unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across channels and geographies.

If we do not anticipate and respond promptly to changing customer preferences

The shift towards digital engagement became increasingly important during the Covid-19 pandemic, with increased use of social media platforms by our brand representatives, influencers and our employees.

Actions taken by our partners on social media that do not show our brands in a manner consistent with our desired image or that are damaging to such partner’s reputation, whether or not through our brand social media platforms, could harm our brand reputation and materially impact our business.

Risks Related to Global Economic Conditions and Legal and Regulatory Matters

| | |

| --- | --- |

| • | The Covid-19 pandemic has resulted in disruption to the financial markets and caused significant volatility and adverse impact on the value of our common stock. On March 30, 2020, we borrowed $700 million under our $900 million Revolving Credit Facility. If a significant number of our stores are required to close again or sales are lower than expected for an extended period of time, our liquidity may continue to be negatively impacted and we may need to draw additional funds from our Revolving Credit Facility or seek additional sources of financing, which may or may not be available. The Company is subject to additional requirements under the terms of the Revolving Credit Facility and its Senior Notes as described in "*We have incurred a substantial amount of indebtedness, which could restrict our ability to engage in additional transactions or incur additional indebtedness"* below. |

| • | While we are making significant efforts to reduce our non-essential SG&A expenses, including but not limited to, through discussions with our landlords and other vendors to obtain rent and other relief, we may not be successful in these endeavors and may be subject to continued expenses and potential litigation or claims from such landlords and vendors. |

| • | political or economic instability or changing macroeconomic conditions in our major markets, including the potential impact of (1) new policies that may be implemented by the U.S. or other jurisdictions, particularly with respect to tax and trade policies or (2) the United Kingdom ("U.K.") voting to leave the European Union ("E.U."), commonly known as Brexit. On March 29, 2017, the U.K. triggered Article 50 of the Lisbon Treaty formally starting a 2 year negotiation period with the E.U., which was subsequently extended to January 31, 2020. The U.K. officially terminated its membership of the E.U. on January 31, 2020 under the terms of a withdrawal agreement concluded between the U.K. and E.U. and is now a transition phase until December 31, 2020. During the transition phase, the U.K. will generally continue operating as if it were still a member of the E.U. Trade talks between the E.U. and U.K., to determine their future relationship, are still underway. If a trade deal is not reached by December 31, 2020, the U.K. can expect checks and tariffs on products going to and coming from the E.U. beginning on January 1, 2021. If a trade deal is not reached by December 31, 2020, the U.K. can expect checks and tariffs on products going to and coming from the E.U. beginning on January 1, 2021. Although the terms of the U.K.'s future relationship with the E.U. are still unknown, it is possible that there will be increased regulatory and legal complexities, including potentially divergent national laws and regulations between the U.K. and E.U. Brexit may also cause disruption and create uncertainty surrounding our business, including affecting our relationships with our existing and future customers, suppliers and employees and resulting in increased cost by way of new or elevated customs duties or financial implications from operational challenges; |

| • | disruptions or delays in shipments; |

| • | loss or impairment of key manufacturing or distribution sites; |

This may impact our ability to manage the

In May 2019, the United States increased the tariff rate from 10% to 25% on $200 billion of imports of select product categories into the U.S. from China.

On August 1, 2019, the Trump Administration announced that the U.S. plans to implement an additional tariff of 10% on the remaining $300 billion of products imported into the U.S. from China on September 1, 2019.

However, in January 2020, the U.S. and China reached a phase one trade deal which reduced tariffs to 7.5% on some of the $300 billion of select imports without imposing any retaliatory tariffs on the rest of the products.

in consumer spending patterns.

Our Company and our brands are founded upon a consumer-led view of luxury that stands for inclusivity and approachability.

The amendment also provides that, if any two of Tapestry’s three credit ratings are non-investment grade during the Covenant Relief Period, Tapestry’s material domestic subsidiaries will guarantee the credit facility and be subject to liens on accounts receivable, inventory and intellectual property, in each case subject to customary exceptions.

In addition to our standard covenants, the amendment also contains limitations on our ability to engage in share buybacks or issue cash dividends during the Covenant Relief Period, amongst other restrictions.

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

In addition, it is possible that the interest rate payable on our 2022 and 2027 Senior Notes will be subject to adjustments from time to time if either Moody’s or S&P or a substitute rating agency downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the respective Senior Notes of such series.

Our operational efficiency initiatives as well as acquisitions and related integration activity may intensify this risk.

One component of our growth strategy historically has been acquisitions, such as our acquisition of Stuart Weitzman Holdings, LLC during fiscal 2015 and our acquisition of Kate Spade & Company during the first quarter of fiscal 2018.

from investors’ expectations.

Refer to Item 1 - “*Business - Licensing*” for additional discussion of our key licensing arrangements.

We have decided to suspend our quarterly dividend and stock repurchase program; there can be no assurance if, when and at what level our Board of Directors will authorize dividend payments or stock repurchases in the future.

While our Board of Directors intends to authorize dividends over the long-term and will re-evaluate when appropriate, there can be no assurance if, when and at what level our Board of Directors may resume making dividend payments.

The Company is restricted from declaring cash dividends or repurchasing shares under the negative covenants associated with Amendment No. 1 to the Revolving Credit Facility during the Covenant Relief Period.

portion of our cash flow.

The fiscal [removed: years] [added: year] ended [added: July 3, 2021 was a 53-week period,] June 27, [removed: 2020,] [added: 2020 and] June 29, 2019 [removed: and June 30, 2018] were each 52-week periods.

[removed: Tapestry] [added: Tapestry, Inc.] is a leading New York-based house of modern luxury accessories and lifestyle brands.

[removed: | • |] [added: -] *Coach -* Includes global sales of Coach products to customers through Coach operated stores, including [removed: the Internet] [added: e-commerce sites] and concession shop-in-shops, and sales to wholesale customers and through independent third party distributors. [removed: |]

[removed: | • |] [added: -] *Kate Spade* - Includes global sales primarily of kate spade new york brand products to customers through Kate Spade operated stores, including [removed: the Internet,] [added: e-commerce sites,] sales to wholesale customers, through concession shop-in-shops and through independent third party distributors. [removed: |]

[removed: | • |] [added: -] *Stuart Weitzman -* Includes global sales of Stuart Weitzman brand products primarily through Stuart Weitzman operated stores, including [removed: the Internet,] [added: e-commerce sites,] sales to wholesale customers and through numerous independent third party distributors. [removed: |]

[removed: | • | Sharpening] [added: - Sharpening] our Focus on the Consumer: Operating with a clearly defined purpose and strategy for each brand and an unwavering focus on the consumer at the core of everything we do [removed: |]

[removed: | • | Leveraging] [added: - Leveraging] Data and Leading with a Digital-First Mindset: Building significant data and analytics capabilities to drive decision-making and increase efficiency; Offering immersive customer experiences across our e-commerce and social channels to meet the needs of consumers who are increasingly utilizing digital platforms to engage with brands; Rethinking the role of stores with an intent to optimize our fleet [removed: |]

[removed: | • | Transforming] [added: - Transforming] into a Leaner and More Responsive Organization: Moving with greater agility, simplifying internal processes and empowering teams to act quickly to meet the rapidly changing needs of the [removed: consumer |][added: consumer.]

[removed: Kate Spade][added: | Kate Spade | | | 768.4 | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 768.4 | | |]

[removed: Stuart Weitzman][added: | Stuart Weitzman | | | 164.5 | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 164.5 | | |]

Consequently, the spread of Covid-19 has caused significant global business [removed: disruptions, including full and partial store closures.][added: disruptions.]

As a result of the widespread impact of Covid-19, Tapestry had temporarily closed the majority of its directly operated stores [removed: in] globally for some period of time to help reduce the spread of Covid-19.

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

[removed: | • | Re-opening] [added: - Re-opened] stores as quickly as possible, while following governmental and public health [removed: guidelines; and |][added: guidelines.]

[removed: | • | Aggressively leaning into] [added: Implemented practices designed to support] the [removed: global digital opportunity for all brands. Ensuring that] [added: continued operations of] our e-commerce platforms and [removed: distribution] [added: fulfillment] centers remain operational across all major regions. [removed: |]

[removed: | • | Driving] [added: - Drove] SG&A [removed: savings] [added: savings, including actions taken under the Acceleration Program,] through the [added: reduction of corporate and retail workforce,] right-sizing of marketing [removed: expenses to adjust to the lower revenue base, while maintaining a focus on digital; reducing] [added: expenses, reduction of] fixed costs such as [removed: rent; driving] [added: rent as well as] procurement savings, including reducing external third party services. [removed: |]

[removed: | • |] [added: -] Tightly [removed: managing] [added: managed] inventories by reflowing product introductions and cancelling inventory receipts [removed: for late summer/early fall 2020; and |][added: as well as planned reduction of SKUs.]

[removed: | • | Drawing] [added: - Drew] down $700 million from its $900 million Revolving Credit Facility to add to cash [removed: balances; |][added: balances, all of which was repaid during fiscal 2021.]

[removed: | • | Suspending] [added: - Suspended] its quarterly cash dividend [added: and share repurchase program] beginning in the fourth quarter of fiscal [removed: 2020; and |][added: 2020.]

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

The Company [removed: is] [added: has implemented a strategic growth plan after] undergoing a review of its business under the Acceleration Program [added: and expects to incur certain costs] reflecting: (i) actions to streamline the Company's organization; (ii) select store closures as the Company optimizes its fleet (including store closure costs incurred as the Company exits certain regions in which it currently operates); and (iii) professional fees and [added: share-based] compensation costs incurred as a result of the development and execution of the Company's comprehensive strategic initiatives aimed at increasing profitability.

Including charges taken in fiscal [removed: 2020,] [added: 2020 and 2021,] Company expects to incur total pre-tax charges of approximately [removed: $185] [added: $205] - [removed: $200] [added: $220] million related to the Acceleration [removed: Program with most of the remaining charges expected in fiscal 2021.][added: Program.]

The Company [removed: estimates that it will realize] [added: achieved] approximately [removed: $300] [added: $200] million [removed: in] [added: of] gross run rate expense savings [removed: from these initiatives, including $200 million projected for] [added: in] fiscal [removed: 2021.][added: 2021 and remains on track to realize gross run-rate savings of $300 million.]

[removed: Fiscal] [added: Fiscal] 2020 [removed: Impairments][added: Items]

During fiscal 2020, the Company recorded $104.0 million of increases in inventory reserves, [removed: similarly] driven by [removed: current and expected changes to operations as a result] [added: the impact] of Covid-19.

Refer to [removed: Note 6, "Integration," Note 4, "Acquisitions," and] the [removed: "GAAP to Non-GAAP Reconciliation," herein,] [added: "Executive Overview" herein and Note 7, "Restructuring Activities,"] for further information.

Refer to Note [removed: 22, "Subsequent Events,"] [added: 16, "Income Taxes"] for further information.

These requirements have resulted in [removed: full and partial store] closures [added: of our directly operated stores and locations of our wholesale partners] globally, causing a significant reduction in sales starting in the third quarter of fiscal 2020.

While the vast majority of the Company's stores [removed: have] reopened for either in-store or curb-side service [removed: as of the end of the fiscal year,] [added: and have continued to operate since then, some store locations have experienced temporary re-closures or are operating under tighter restrictions in compliance with local government regulation, and other] stores may be required to close again for an extended period of time due to the possibility of a [removed: "second wave"] [added: resurgence] of increased infections.

[removed: There] [added: However, there] is [added: still] uncertainty around the duration of these disruptions and the possibility of other effects on the business.

[removed: “Risk Factors”] [added: "Risk Factors" herein] for further information.

Several organizations that monitor the world’s economy, including the International Monetary Fund, observed that [removed: global expansion has declined significantly in] the [removed: last year and the] outbreak of the Covid-19 pandemic has negatively shocked the global [removed: economy, contributing to further anticipated declines for the remainder of calendar 2020.][added: economy.]

Furthermore, currency volatility, political instability and potential changes to trade agreements [added: or duty rates] may contribute to a worsening of the macroeconomic [removed: environment.][added: environment or adversely impact our business.]

[removed: In addition, during fiscal 2019 and continuing into] [added: Since] fiscal [removed: 2020,] [added: 2019,] the [removed: Trump Administration] [added: U.S.] and China have both imposed [removed: new] tariffs on the importation of certain product categories into the respective [removed: country.][added: country, with limited progress in negotiations to reduce or remove the tariffs.]

Additional macroeconomic impacts include but are not limited to the United Kingdom ("U.K.") voting to leave the European Union ("E.U."), commonly known as "Brexit." [removed: On March 29, 2017, the] [added: The] U.K. [removed: triggered Article 50] [added: officially terminated its membership] of the [removed: Lisbon Treaty formally starting] [added: E.U. on January 31, 2020 under the terms of] a [removed: 2 year negotiation period with] [added: withdrawal agreement concluded between] the [removed: E.U., which was subsequently extended to January] [added: U.K. and E.U. and concluded the transition phase on December] 31, 2020.

[removed: FISCAL 2020 COMPARED] [added: FISCAL 2020 COMPARED] TO [removed: FISCAL 2019][added: FISCAL 2019]

The following table summarizes results of operations for fiscal [removed: 2020] [added: 2021] compared to fiscal [removed: 2019.][added: 2020.]

| | [added: | |] Fiscal Year Ended | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | |]

| | [removed: June 27, 2020] | | [added: July 3, 2021] | | | | | [added: | | | | | | |] June [removed: 29, 2019] [added: 27, 2020] | | | | | | | [added: | | | | |] Variance | | | | | | [added: | | |]

| | [added: | |] (millions, except per share data) | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | |]

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

Each of our brands are unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across channels and geographies.

We use our collective strengths to move our customers and empower our communities, to make the fashion industry more sustainable, and to build a company that’s equitable, inclusive, and diverse.

Individually, our brands are iconic.

Together, we can stretch what’s possible.

In fiscal 2021, the Company continued to make meaningful progress against its Acceleration Program to sharpen its focus on the consumer, leverage data to lead with a digital-first mindset and transform into a leaner and more responsive organization:

- Recruited approximately 4 million new customers, including through our e-commerce channels in North America, representing gains versus prior year;

- Continued to deliver an increase in number of repeat transactions versus prior year and reactivated lapsed customers across brands;

- Drove high-single digit revenue gains with Chinese consumers globally compared to pre-pandemic levels;

- Effectively reduced SKU counts by 40% to 45% and improved assortment productivity, supported by data and analytics, resulting in stronger overall AUR and gross margin through higher IMUs and lower promotional activity and increased inventory turn for the fiscal year;

- Optimized global fleet with 59 net closures in FY21 compared to FY20, representing a net decrease of 90 doors over the past two years.

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

In addition, certain of the Company’s supply chain partners, particularly those in Southeast Asia, have experienced closures due to an increase in Covid-19 cases in the region, which has and may continue to negatively impact the Company’s supply chain operations.

In response to the challenges that Covid-19 has imposed on our business, the Company implemented the following actions to mitigate these headwinds:

- Driving with a digital-first mindset for all brands.

- Reduced capital expenditures through fleet optimization through fiscal 2021.

- Did not pay out bonuses under the Annual Incentive Plan for fiscal year 2020, eliminated merit salary increases for all employees and temporarily reduced compensation for the Board of Directors and corporate employees above a certain salary threshold.

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

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

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

CARES Act Tax Impact

Additionally, on December 27, 2020, the Covid-19 stimulus package was signed into law, which contained enhancements to certain tax credits enacted under the CARES Act.

Certain provisions impacted the results of the Company.

Refer to Note 16, "Income Taxes" for additional information on these provisions.

Since March 2020, the governments of numerous countries in which we operate have issued relief packages in response to Covid-19.

These packages include, amongst other things, extended filing deadlines, wage subsidies, social security relief, rent relief and deferred tax payments.

The Company is seeking select relief under these provisions where eligible.

The Company has to make certain judgements in interpretation of the law and/or await guidance from the local authorities.

The Company recorded $95.0 million of tax benefits in fiscal 2021, most notably as a result of the Net Operating Loss ("NOL") carryback claim.

Impairments

During fiscal 2021, the Company recorded $45.8 million of impairment charges related to lease right-of-use assets, which were primarily driven by the continued impacts of Covid-19.

Refer to Note 12, "Fair Value Measurements" for further information.

In addition, the Company recognized a reversal of raw material reserves of $8.1 million, which was established in fiscal 2020 as a result of the projected impact of Covid-19.

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

The Company achieved approximately $200 million of gross run rate expense savings in fiscal 2021 and remains on track to realize gross run-rate savings of $300 million.

The Company has noted that certain geographies have experienced increased infection rates due to new variants of Covid-19, resulting in a decline in store traffic in these regions.

The Company currently expects that this trend will not have a material adverse impact on its financial results for Fiscal 2022.

However, if such infections rates continue to rise resulting in further declines in store traffic, the Company's financial results may be negatively impacted from that which is currently expected.

Furthermore, Covid-19 has and may continue to cause disruptions in the Company’s supply chain within our fulfillment centers and logistics providers, and has resulted in temporary closures in our third-party manufacturers.

The Company exports a significant amount of its products from Southeast Asia, which has and continues to experience increased rates of Covid-19.

Tapestry is powered by optimism, innovation and inclusivity.

Our brands are approachable and inviting and create joy every day for people around the world.

Defined by quality, craftsmanship and creativity, our house of brands give global audiences the opportunity for exploration and self-expression.

Tapestry is comprised of the Coach, Kate Spade and Stuart Weitzman brands, all of which have been part of the American landscape for over 25 years.

| | |

| --- | --- |

The Company believes the successful execution of these priorities will fuel desire for the Coach, Kate Spade and Stuart Weitzman brands, driving accelerated revenue growth, higher gross margins and substantial operating leverage across Tapestry’s portfolio.

Key strategies by brand include:

Coach

| • | Deepening Engagement with Consumers through enhanced brand and cultural relevance, united by our values and purpose to be authentic, inclusive and embody the courageous spirit of New York City |

| • | Creating Innovative and Compelling Product to exceed the expectations of our target consumers by geography and customer segments |

| • | Driving Digital Sales and New Customer Recruitment by offering a true omnichannel experience |

| • | Accelerating Growth in China through tailored and optimized assortments, enhanced marketing and expanded reach across direct channels and third party online distribution |

| • | Enhancing Profitability through more focused assortments and a disciplined approach to promotions, resulting in continued Average Unit Retail ("AUR") improvements and higher gross margin. In addition, achieving operational excellence by right-sizing SG&A cost structure and store fleet |

| • | Crystallizing the Brand’s Purpose and Returning to a Position of Strength by fulfilling our promise as a lifestyle brand representing joy, optimism and color, amplified through unique, best-in-class storytelling on a multi-category lifestyle platform |

| • | Instilling a Laser Focus on the Customer across all touchpoints, and fostering a community of women emotionally connected to and inspired by the Kate Spade brand story and values |

| • | Reenergizing and Growing Handbags and Leathergoods by reintroducing non-negotiable brand elements, rebuilding the core offering, and capitalizing on a new Signature platform |

| • | Leaning into Digital Strength by modernizing and creating engaging brand experiences across all of our digital platforms, fully unleashing the power of Kate Spade community and brand |

| • | Capturing Market Share and Improving Profitability by acquiring, re-engaging, and retaining customers, driving top and bottom line growth |

| • | Renewing the Brand’s Reputation for Fit, Comfort and Quality, listening and responding to our customer’s needs in order to design beautiful and on-trend shoes |

| • | Growing Key Categories by building a leading presence in boots, booties and sandals and expanding the casual assortment, while dramatically simplifying the product offering |

| • | Restoring Profitability by focusing distribution on those markets and channels of greatest opportunity, notably China where the brand has strong momentum and high margins |

| • | Strengthening Relationship with Wholesale Partners by providing relevant products and faster, more consistent execution |

| • | Establishing a Robust Digital Presence which supports best-in-class multi-media content and depth of assortment |

Recent Developments

Tapestry began fiscal 2020 with a focus on profitable growth through innovation, global expansion, investing in digital capabilities, and harnessing the power of a multi-brand model.

However, the Covid-19 pandemic has had significant impacts on our business globally.

As a result, while the Company remains confident in its long-term strategy, its short-term focus has pivoted towards adapting to these challenges.

As of the end of the fiscal year, the vast majority of the Company's stores have reopened for either in-store or curb-side service.

In response to this challenging environment, the Company's focus is on the following actions:

A Focus on Revenue

Eliminating Non-Essential Operating Costs Across All Key Areas of Spend

Strengthening the Company’s Balance Sheet and Enhancing Financial Flexibility

| • | Reducing capital expenditures by delaying or cancelling new store openings, while prioritizing investment in high-return projects aligned with the multi-year growth agenda, notably in digital. |

Preserving Liquidity

| • | Suspending its share repurchase program. |

Addressing Organizational Costs

| • | Reducing our corporate and retail workforce; |

| • | Applying for available government payroll subsidy programs in various countries to mitigate payroll expense; |

| • | A 50% reduction in cash compensation for the Board of Directors and salary reductions of 5% to 20%, depending on salary level, for all corporate employees above a certain salary threshold, expected to remain in effect until up to the end of fiscal year 2021; |

As of [removed: June 27, 2020] [added: July 3, 2021] and June [removed: 29, 2019,] [added: 27, 2020,] forward currency contracts designated as cash flow hedges with a notional amount of [removed: $586.2] [added: $61.4] million and [removed: $398.4] [added: $586.2] million, respectively, were outstanding.

As a result of the above considerations, we do not believe that we are exposed to any undue concentration of counterparty credit risk associated with our derivative contracts as of [removed: June 27, 2020.][added: July 3, 2021.]

The Company is also exposed to transaction risk from foreign currency exchange rate fluctuations with respect to various cross-currency intercompany [removed: loans.][added: loans and payables.]

As of [removed: June 27, 2020] [added: July 3, 2021] and June [removed: 29, 2019,] [added: 27, 2020,] the total notional values of outstanding forward foreign currency contracts related to these loans were [removed: $76.9] [added: $248.2] million and [removed: $14.5] [added: $76.9] million, respectively.

The fair value of outstanding forward currency contracts included in current assets at [added: July 3, 2021 and] June 27, 2020 [removed: and June 29, 2019] was [removed: $2.9] [added: $0.3] million and [removed: $1.1] [added: $2.9] million, respectively.

The fair value of outstanding foreign currency contracts included in current liabilities at [added: July 3, 2021 and] June 27, 2020 [removed: and June 29, 2019] was [removed: $1.7] [added: $1.2] million and [removed: $4.9] [added: $1.7] million, respectively.

As of [removed: June 27, 2020,] [added: July 3, 2021,] a 10% devaluation of the U.S. Dollar against the exchange rates for foreign currencies under contract would result in an immaterial impact on derivative contract fair values.

A hypothetical 10% change in the credit agreement interest rate would have resulted in an immaterial change in interest expense in fiscal [removed: 2020.][added: 2021.]

At [removed: June 29, 2019,] [added: July 3, 2021,] the fair value of the 2025 Senior Notes, 2022 Senior Notes and 2027 Senior Notes [added: was approximately $652 million, $407 million and]

$659 million, respectively.

was approximately $630 million, $399 million and $606 million, respectively.

Tapestry, Inc. [removed: (the "Company")] is a leading New York-based house of modern luxury accessories and lifestyle brands.

Founded in 1941, Coach, Inc., the predecessor [removed: company] to Tapestry, [removed: Inc.,] [added: Inc. (the "Company"),] was [removed: acquired by Sara Lee Corporation (“Sara Lee”)] [added: incorporated] in [removed: 1985.][added: the state of Maryland in 2000.]

[removed: | • |] [added: -] Coach includes global sales of Coach products to customers through Coach operated stores, including [removed: the Internet] [added: e-commerce sites] and concession shop-in-shops, and sales to wholesale customers and through independent third party distributors. [removed: This segment represented 71.1% of total net sales in fiscal 2020. |]

[removed: | • |] [added: -] Kate Spade includes global sales primarily of kate spade new york brand products to customers through Kate Spade operated stores, including [removed: the Internet,] [added: e-commerce sites,] sales to wholesale customers, through concession shop-in-shops and through independent third party distributors. [removed: This segment represented 23.2% of total net sales in fiscal 2020. |]

[removed: | • |] [added: -] Stuart Weitzman includes global sales of Stuart Weitzman brand products primarily through Stuart Weitzman operated stores, including [removed: the Internet,] [added: e-commerce sites,] sales to wholesale customers and through independent third party distributors. [removed: This segment represented 5.7% of total net sales in fiscal 2020. |]

The Company [removed: is] [added: has implemented a strategic growth plan after] undergoing a review of its business under its multi-year growth agenda (the "Acceleration Program").

The guiding principle of the Company’s multi-year growth agenda [added: under the Acceleration Program] is to better meet the needs of each of its brands' unique customers by:

[removed: | • | Sharpening] [added: - Sharpening] our Focus on the Consumer: Operating with a clearly defined purpose and strategy for each brand and an unwavering focus on the consumer at the core of everything we do [removed: |]

[removed: | • | Leveraging] [added: - Leveraging] Data and Leading with a Digital-First Mindset: Building significant data and analytics capabilities to drive decision-making and increase efficiency; Offering immersive customer experiences across our e-commerce and [removed: |][added: social channels to meet the needs of consumers who are increasingly utilizing digital platforms to engage with brands; Rethinking the role of stores with an intent to optimize our fleet]

[removed: | • | Transforming] [added: - Transforming] into a Leaner and More Responsive Organization: Moving with greater agility, simplifying internal processes and empowering teams to act quickly to meet the rapidly changing needs of the [removed: consumer |][added: consumer.]

The Company [removed: estimates that it will realize] [added: achieved] approximately [removed: $300] [added: $200] million [removed: in] [added: of] gross run rate expense savings [removed: from these initiatives, including $200 million projected for] [added: in] fiscal [removed: 2021.][added: 2021 and remains on track to realize gross run-rate savings of $300 million.]

Defined by a free-spirited, all-American attitude, the brand approaches design with a modern vision, reimagining luxury for today with an authenticity [added: and innovation] that is uniquely Coach.

| | | [added: | | | |] Coach | | | | | | | | [added: | | | | | | |]

| | | [added: | | | |] North America | | | [removed: International(1)] | | | [added: International | | | | | |] Total | | [added: |]

| Store Count | | | | | | | | | | [added: | | | | | | | | | | |]

| [removed: Fiscal 2020] [added: Fiscal 2020] | | [removed: 375] | | | [removed: 583] | [added: 375] | | [removed: 958] | | [added: | | 583 | | | | | | 958 | | |]

| Net change vs. prior year | | [removed: (16] | [removed: )] | | [removed: (12] | [removed: )] [added: (21)] | | [removed: (28] | [removed: )] | [added: | | 2 | | | | | | (19) | | |]

| [removed: %] [added: %] change vs. prior [removed: year] [added: year] | | [removed: (4.1] | [removed: )%] | | [removed: (2.0] | [removed: )%] [added: (4.1)] | | [removed: (2.8] [added: %] | [removed: )%] | [added: | | (2.0) | | % | | | | (2.8) | | % |]

| Fiscal 2019 | | [added: | | | |] 391 | | | [added: | | |] 595 | | | [added: | | |] 986 | | [added: |]

| Net change vs. prior year | | [removed: (11] | [removed: )] | | [removed: 10] | [added: (16)] | | [removed: (1] | [removed: )] | [added: | | (12) | | | | | | (28) | | |]

| % change vs. prior year | | [removed: (2.7] | [removed: )%] | | [added: | (2.7) | | % | | | |] 1.7 | [added: |] % | | [removed: (0.1] | [removed: )%] | [added: (0.1) | | % |]

| Net change vs. prior year | | [removed: (17] | [removed: )] | | [removed: 42] | [added: (11)] | | [removed: 25] | | [added: | | 10 | | | | | | (1) | | |]

| [removed: %] [added: Net] change vs. prior [removed: year] [added: year] | | [removed: (4.1] | [removed: )%] | | [removed: 7.7] | [removed: %] [added: (3)] | | [removed: 2.6] | [removed: %] | [added: | | (10) | | | | | | (13) | | |]

| Square Footage | | | | | | | | | | [added: | | | | | | | | | | |]

| [removed: Fiscal 2020] [added: Fiscal 2020] | | [removed: 1,758,668] | | | [removed: 1,285,329] | [added: 1,758,668] | | [removed: 3,043,997] | | [added: | | 1,285,329 | | | | | | 3,043,997 | | |]

| [removed: Net] [added: Net] change vs. prior [removed: year] [added: year] | | [removed: (43,742] | [removed: )] | | [removed: (19,289] | [removed: )] [added: (43,742)] | | [removed: (63,031] | [removed: )] | [added: | | (19,289) | | | | | | (63,031) | | |]

| [removed: %] [added: %] change vs. prior [removed: year] [added: year] | | [removed: (2.4] | [removed: )%] | | [removed: (1.5] | [removed: )%] [added: (2.4)] | | [removed: (2.0] [added: %] | [removed: )%] | [added: | | (1.5) | | % | | | | (2.0) | | % |]

| Fiscal 2019 | | [added: | | | |] 1,802,410 | | | [added: | | |] 1,304,618 | | | [added: | | |] 3,107,028 | | [added: |]

| Net change vs. prior year | | [removed: (33,133] | [removed: )] | | [added: | (33,133) | | | | | |] 48,093 | | | [added: | | |] 14,960 | | [added: |]

| % change vs. prior year | | [removed: (1.8] | [removed: )%] | | [added: | (1.8) | | % | | | |] 3.8 | [added: |] % | | [added: | |] 0.5 | [added: |] % |

| Net change vs. prior year | | [removed: (48,661] | [removed: )] | | [removed: 89,605] | [added: —] | | [removed: 40,944] | | [added: | | 13 | | | | | | 13 | | |]

| [removed: %] [added: Net] change vs. prior year | | [removed: (2.6] | [removed: )%] | | [removed: 7.7] | [removed: %] [added: 13] | | [removed: 1.3] | [removed: %] | [added: | | 52 | | | | | | 65 | | |]

| Average Square Footage | | | | | | | | | | [added: | | | | | | | | | | |]

| [removed: Fiscal 2020] [added: Fiscal 2020] | | [removed: 4,690] | | | [removed: 2,205] | [added: 4,690] | | [removed: 3,177] | | [added: | | 2,205 | | | | | | 3,177 | | |]

| Fiscal 2019 | | [added: | | | |] 4,610 | | | [added: | | |] 2,193 | | | [added: | | |] 3,151 | | [added: |]

[removed: In fiscal 2021, we] [added: We] expect [removed: a modest reduction in overall] [added: to modestly reduce our] store count [added: in North America and Japan in the next fiscal year] as the Company looks to drive increased profitability [removed: under the Acceleration Program] and [removed: shifts] [added: shift] our focus with greater emphasis on digital channels.

[removed: Internet] [added: Digital] — We view our digital platforms as instruments to deliver Coach brand products to customers directly, with the benefit of added accessibility, so that consumers can purchase Coach brand products wherever they choose.

The wholesale business for Coach brand comprised approximately [removed: 6%] [added: 9%] of total segment net sales for fiscal [removed: 2020.][added: 2021.]

As of [removed: June 27, 2020,] [added: July 3, 2021,] Coach's products are sold in over approximately 1,700 wholesale and distributor locations globally.

As of [removed: June 27, 2020] [added: July 3, 2021] and June [removed: 29, 2019,] [added: 27, 2020,] Coach did not have any customers who individually accounted for more than 10% of the segment's total net sales.

Later in fiscal 2018, the Company changed its name to Tapestry, Inc.

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

Each of our brands are unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across channels and geographies.

We use our collective strengths to move our customers and empower our communities, to make the fashion industry more sustainable, and to build a company that’s equitable, inclusive, and diverse.

Individually, our brands are iconic.

Together, we can stretch what’s possible.

OUR STRATEGY

Our business has been significantly impacted by Covid-19.

In response, the Company took strategic actions to reinforce its liquidity and financial flexibility, as well as to comply with local regulations to protect employees and customers.

While the ongoing pandemic continues to present challenges, such as the supply chain related pressures facing the industry, store closures and other additional actions necessary to protect our stakeholders, the Company has been adapting to the current environment by remaining flexible in the short-term while continuing to focus on its long-term strategy and multi-year growth agenda.

This segment represented 74.0% of total net sales in fiscal 2021.

This segment represented 21.1% of total net sales in fiscal 2021.

This segment represented 4.9% of total net sales in fiscal 2021.

| Fiscal 2021 | | | | | | 354 | | | | | | 585 | | | | | | 939 | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| Fiscal 2021 | | | | | | 1,774,244 | | | | | | 1,392,707 | | | | | | 3,166,951 | | |

| % change vs. prior year | | | | | | 0.9 | | % | | | | 8.4 | | % | | | | 4.0 | | % |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| Fiscal 2021 | | | | | | 5,012 | | | | | | 2,381 | | | | | | 3,373 | | |

In fiscal 2022, we expect minimal change in overall store count with increases in store locations and square footage in Greater China and Japan, mostly offset by a reduction in store count in North America.

Additionally, we continue to leverage various third-party digital platforms to sell our products to customers.

Known for its rich heritage and unique brand DNA, kate spade new york offers a distinctive point of view, and celebrates communities of women around the globe who live their perfectly imperfect lifestyles.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Store Count | | | | | | | | | | | | | | | | | | | | |

| Fiscal 2021 | | | | | | 210 | | | | | | 197 | | | | | | 407 | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| Square Footage | | | | | | | | | | | | | | | | | | | | |

| Fiscal 2021 | | | | | | 597,186 | | | | | | 281,979 | | | | | | 879,165 | | |

| % change vs. prior year | | | | | | (1.0) | | % | | | | (3.2) | | % | | | | (1.7) | | % |

| | | | | | | | | | | | | | | | | | | | | |

| % change vs. prior year | | | | | | 4.3 | | % | | | | 9.0 | | % | | | | 5.8 | | % |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| Average Square Footage | | | | | | | | | | | | | | | | | | | | |

Tapestry is powered by optimism, innovation and inclusivity.

Our brands convey our belief that true luxury is a freedom of expression that ignites confidence and authenticity.

Our brands are approachable and inviting and create joy every day for people around the world.

Defined by quality, craftsmanship and creativity, the brands that make up our house give global audiences the opportunity for exploration and self-expression.

Tapestry is comprised of the Coach, Kate Spade and Stuart Weitzman brands, all of which have been part of the American fashion landscape for over 25 years.

GENERAL DEVELOPMENT OF BUSINESS

In June 2000, Coach, Inc. was incorporated in the state of Maryland.

In October 2000, Coach, Inc. was listed on the New York Stock Exchange and sold approximately 19.5% of the then outstanding shares.

In April 2001, Sara Lee completed a distribution of its remaining ownership in Coach, Inc. via an exchange offer, which allowed Sara Lee stockholders to tender Sara Lee common stock for Coach, Inc. common stock.

During fiscal 2018, the Company changed its name to Tapestry, Inc., a leading luxury lifestyle company with a diverse multi-brand portfolio supported by significant expertise in handbag design, merchandising, supply chain and retail operations as well as solid financial acumen.

The Company's international expansion strategy has been to enter into joint ventures and establish distributor relationships to build market presence and capability.

To further accelerate brand awareness, aggressively grow market share and to exercise greater control of our brands, the Company has historically acquired its joint venture partner’s interests or distribution rights in these international regions.

| | |

| --- | --- |

social channels to meet the needs of consumers who are increasingly utilizing digital platforms to engage with brands; Rethinking the role of stores with an intent to optimize our fleet

This multi-faceted, multi-year strategic growth plan reflects: (i) actions to streamline the Company's organization; (ii) select store closures as the Company optimizes its fleet (including store closure costs incurred as the Company exits certain regions in which it currently operates); and (iii) professional fees and compensation costs incurred as a result of the development and execution of the Company's comprehensive strategic initiatives aimed at increasing profitability.

The Company incurred $87.0 million under the plan for fiscal 2020.

Including charges taken in the fourth quarter of fiscal year 2020, the Company expects to incur total pre-tax charges under the plan of $185 - $200 million.

Tapestry began fiscal 2020 with a focus on profitable growth through innovation, global expansion, investing in digital capabilities, and harnessing the power of a multi-brand model.

However, in December 2019, a novel strain of coronavirus ("Covid-19") surfaced and was officially declared a global pandemic by the World Health Organization on March 11, 2020.

The virus has had significant impacts on our business globally.

As a result, while the Company remains confident in its long-term strategy and executing against its multi-year growth agenda, its short-term focus includes adapting to the challenges resulting from Covid-19.

As a pioneer in the leather goods and accessories space, the brand established itself as the original American house of leather.

Coach remains inspired by its rich heritage, with the spirit of innovation it has had for more than 75 years.

We present a sophisticated, modern and inviting environment, both in bricks & mortar stores and online, to showcase our product assortment and reinforce a consistent brand positioning.

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Fiscal 2018 | | 402 | | | 585 | | | 987 | |

| Fiscal 2018 | | 1,835,543 | | | 1,256,525 | | | 3,092,068 | |

| Fiscal 2018 | | 4,566 | | | 2,148 | | | 3,133 | |

| (1) | Fiscal 2018 includes the addition of 21 stores acquired as a result of the Coach distributor acquisition in Australia and New Zealand completed during the third quarter of fiscal 2018. |

Our digital channel provides a showcase environment where consumers can browse through a selected offering of the latest styles and colors.

Polished ease, thoughtful details and a modern, sophisticated use of color—Kate Spade’s founding principles define a unique style synonymous with joy.

The brand continues to celebrate confident women with a youthful spirit.

| Fiscal 2018 | | 200 | | | 142 | | | 342 | |

| Fiscal 2018 | | 495,121 | | | 171,754 | | | 666,875 | |

| Fiscal 2018 | | 2,476 | | | 1,210 | | | 1,950 | |

| (1) | The Kate Spade business was acquired in the first quarter of fiscal 2018 which included the addition of 180 stores in North America and 95 international stores. |

We expect to modestly reduce our store count in the next fiscal year as the Company looks to drive increased profitability under the Acceleration Program and shift our focus with greater emphasis on digital channels.

Kate Spade products are also available on these customers' websites.

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

Although the Company's litigation as [removed: a defendant] [added: described above] is routine and incidental to the conduct of Tapestry’s business, [removed: as well as for any business of its size,] such litigation can result in large monetary awards, such as when a civil jury is allowed to determine compensatory and/or punitive damages.

Tapestry has not entered into any transactions that have been identified by the IRS as abusive or that have a significant tax avoidance purpose.

Accordingly, we have not been required to pay a penalty to the IRS for failing to make disclosures required with respect to certain transactions that have been identified by the IRS as abusive or that have a significant tax avoidance purpose.

[removed: FORM 10-K][added: FORM 10-K]

| ☑ | | [added: | | | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the Fiscal Year [removed: Ended June 27, 2020][added: Ended July 3, 2021]

| ☐ | | [added: | | | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

Commission file [removed: number: 1-16153][added: number: 1-16153]

| Maryland | | [added: | | | |] 52-2242751 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | | [added: | | | |] (I.R.S. Employer Identification No.) | [added: | |]

10 Hudson [removed: Yards, New York, NY 10001][added: Yards, New York, NY 10001]

[removed: (212) 946-8400][added: (212) 946-8400]

| Title of Each Class | | [added: | | | |] Trading Symbol | | [added: | | | |] Name of Each Exchange on which Registered | [added: | |]

| Common Stock, par value $.01 per share | | [added: | | | |] TPR | | [added: | | | |] New York Stock Exchange | [added: | |]

| Large accelerated filer | [added: | |] ☑ | | [added: | | | |] Accelerated filer | [added: | |] ☐ | | [added: | | | |] Non-accelerated filer | [added: | |] ☐ | | [added: | | | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| Emerging growth company | [added: | |] ☐ | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |]

The aggregate market value of Tapestry, Inc. common stock held by non-affiliates as of December [removed: 28, 2019] [added: 24, 2020] (the last business day of the most recently completed second fiscal quarter) was approximately [removed: $7.3] [added: $8.6] billion.

On [removed: July 31, 2020,] [added: August 6, 2021,] the Registrant had [removed: 276,241,174] [added: 279,575,180] shares of common stock outstanding.

| Documents | | [added: | | | |] Form 10-K Reference | [added: | |]

| Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders | | [added: | | | |] Part III, Items 10 – 14 | [added: | |]

| | | [added: | | | |] Page Number | [added: | |]

| | [added: | |] PART I | | [added: | | | |]

| [Item [removed: 1.](#sA799DA44ECF5500088978ED1D901DA5D)] [added: 1.](#ieef67777530148d796540ebcbefbef71_16)] | [removed: [Business](#sA799DA44ECF5500088978ED1D901DA5D)] | [removed: [2](#sA799DA44ECF5500088978ED1D901DA5D)] | [added: [Business](#ieef67777530148d796540ebcbefbef71_16) | | | [2](#ieef67777530148d796540ebcbefbef71_16) | | |]

| [Item [removed: 1A.](#s3473C0DDF63D57B1BB4CD88DD45F4B50)] [added: 1A.](#ieef67777530148d796540ebcbefbef71_19)] | [added: | |] [Risk [removed: Factors](#s3473C0DDF63D57B1BB4CD88DD45F4B50)] [added: Factors](#ieef67777530148d796540ebcbefbef71_19)] | [removed: [14](#s3473C0DDF63D57B1BB4CD88DD45F4B50)] | [added: | [17](#ieef67777530148d796540ebcbefbef71_19) | | |]

| [Item [removed: 1B.](#sCCF9F50F4DB75747B81E0E53C3B1A6AA)] [added: 1B.](#ieef67777530148d796540ebcbefbef71_22)] | [added: | |] [Unresolved Staff [removed: Comments](#sCCF9F50F4DB75747B81E0E53C3B1A6AA)] [added: Comments](#ieef67777530148d796540ebcbefbef71_22)] | [removed: [25](#sCCF9F50F4DB75747B81E0E53C3B1A6AA)] | [added: | [29](#ieef67777530148d796540ebcbefbef71_22) | | |]

| [Item [removed: 2.](#s7C4F3E688EDA5C28AAF235D8750CF802)] [added: 2.](#ieef67777530148d796540ebcbefbef71_25)] | [removed: [Properties](#s7C4F3E688EDA5C28AAF235D8750CF802)] | [removed: [26](#s7C4F3E688EDA5C28AAF235D8750CF802)] | [added: [Properties](#ieef67777530148d796540ebcbefbef71_25) | | | [30](#ieef67777530148d796540ebcbefbef71_25) | | |]

| [Item [removed: 3.](#sBB484C6987C15FBA8C1B6483680D2A8E)] [added: 3.](#ieef67777530148d796540ebcbefbef71_28)] | [added: | |] [Legal [removed: Proceedings](#sBB484C6987C15FBA8C1B6483680D2A8E)] [added: Proceedings](#ieef67777530148d796540ebcbefbef71_28)] | [removed: [26](#sBB484C6987C15FBA8C1B6483680D2A8E)] | [added: | [30](#ieef67777530148d796540ebcbefbef71_28) | | |]

| [Item [removed: 4.](#sC21931AE93D5527C8975E0BED7663E1F)] [added: 4.](#ieef67777530148d796540ebcbefbef71_31)] | [added: | |] [Mine Safety [removed: Disclosures](#sC21931AE93D5527C8975E0BED7663E1F)] [added: Disclosures](#ieef67777530148d796540ebcbefbef71_31)] | [removed: [27](#sC21931AE93D5527C8975E0BED7663E1F)] | [added: | [30](#ieef67777530148d796540ebcbefbef71_31) | | |]

| | [added: | |] PART II | | [added: | | | |]

| [Item [removed: 5.](#sD47A9BB78C3455AFADA1DF8120A7C16E)] [added: 5.](#ieef67777530148d796540ebcbefbef71_37)] | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sD47A9BB78C3455AFADA1DF8120A7C16E)] [added: Securities](#ieef67777530148d796540ebcbefbef71_37)] | [removed: [28](#sD47A9BB78C3455AFADA1DF8120A7C16E)] | [added: | [31](#ieef67777530148d796540ebcbefbef71_37) | | |]

| [Item [removed: 6.](#s51B8C3B19FA857D0A063E2665E574887)] [added: 6.](#ieef67777530148d796540ebcbefbef71_3848290699253)] | [added: | |] [Selected Financial [removed: Data](#s51B8C3B19FA857D0A063E2665E574887)] [added: Data](#ieef67777530148d796540ebcbefbef71_3848290699253)] | [removed: [30](#s51B8C3B19FA857D0A063E2665E574887)] | [added: | [33](#ieef67777530148d796540ebcbefbef71_3848290699253) | | |]

| [Item [removed: 7.](#s4F2D2D3235105570BB35476EAE045EB1)] [added: 7.](#ieef67777530148d796540ebcbefbef71_43)] | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s4F2D2D3235105570BB35476EAE045EB1)] [added: Operations](#ieef67777530148d796540ebcbefbef71_43)] | [removed: [33](#s4F2D2D3235105570BB35476EAE045EB1)] | [added: | [34](#ieef67777530148d796540ebcbefbef71_43) | | |]

| [Item [removed: 7A.](#s9197C629A2E953BCAE63A3EEB2596B55)] [added: 7A.](#ieef67777530148d796540ebcbefbef71_67)] | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s9197C629A2E953BCAE63A3EEB2596B55)] [added: Risk](#ieef67777530148d796540ebcbefbef71_67)] | [removed: [54](#s9197C629A2E953BCAE63A3EEB2596B55)] | [added: | [56](#ieef67777530148d796540ebcbefbef71_67) | | |]

| [Item [removed: 8.](#s4F52E0D5C6045688B17C1656107B48DB)] [added: 8.](#ieef67777530148d796540ebcbefbef71_70)] | [added: | |] [Financial Statements and Supplementary [removed: Data](#s4F52E0D5C6045688B17C1656107B48DB)] [added: Data](#ieef67777530148d796540ebcbefbef71_70)] | [removed: [55](#s4F52E0D5C6045688B17C1656107B48DB)] | [added: | [57](#ieef67777530148d796540ebcbefbef71_70) | | |]

| [Item [removed: 9.](#sC469B28E8BA452B2B1A555CE4BE43A9E)] [added: 9.](#ieef67777530148d796540ebcbefbef71_73)] | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sC469B28E8BA452B2B1A555CE4BE43A9E)] [added: Disclosure](#ieef67777530148d796540ebcbefbef71_73)] | [removed: [55](#sC469B28E8BA452B2B1A555CE4BE43A9E)] | [added: | [57](#ieef67777530148d796540ebcbefbef71_73) | | |]

| [Item [removed: 9A.](#s1C535E0CA0F75001AC8532D75E131F9F)] [added: 9A.](#ieef67777530148d796540ebcbefbef71_76)] | [added: | |] [Controls and [removed: Procedures](#s1C535E0CA0F75001AC8532D75E131F9F)] [added: Procedures](#ieef67777530148d796540ebcbefbef71_76)] | [removed: [55](#s1C535E0CA0F75001AC8532D75E131F9F)] | [added: | [57](#ieef67777530148d796540ebcbefbef71_76) | | |]

| [Item [removed: 9B.](#sA600E66B964B5ABC9AAEECCF9B3FB928)] [added: 9B.](#ieef67777530148d796540ebcbefbef71_79)] | [added: | |] [Other [removed: Information](#sA600E66B964B5ABC9AAEECCF9B3FB928)] [added: Information](#ieef67777530148d796540ebcbefbef71_79)] | [removed: [56](#sA600E66B964B5ABC9AAEECCF9B3FB928)] | [added: | [57](#ieef67777530148d796540ebcbefbef71_79) | | |]

| | [added: | |] PART III | | [added: | | | |]

| [Item [removed: 10.](#s85E94271A1C95E47A303FFA0D40C0428)] [added: 10.](#ieef67777530148d796540ebcbefbef71_85)] | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#s85E94271A1C95E47A303FFA0D40C0428)] [added: Governance](#ieef67777530148d796540ebcbefbef71_85)] | [removed: [57](#s85E94271A1C95E47A303FFA0D40C0428)] | [added: | [58](#ieef67777530148d796540ebcbefbef71_85) | | |]

| [Item [removed: 11.](#s8535A177B69758BC9927F817A94AF54E)] [added: 11.](#ieef67777530148d796540ebcbefbef71_88)] | [added: | |] [Executive [removed: Compensation](#s8535A177B69758BC9927F817A94AF54E)] [added: Compensation](#ieef67777530148d796540ebcbefbef71_88)] | [removed: [57](#s8535A177B69758BC9927F817A94AF54E)] | [added: | [58](#ieef67777530148d796540ebcbefbef71_88) | | |]

| [Item [removed: 12.](#sB2F38CFF47F8559292644B232E1EE675)] [added: 12.](#ieef67777530148d796540ebcbefbef71_91)] | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sB2F38CFF47F8559292644B232E1EE675)] [added: Matters](#ieef67777530148d796540ebcbefbef71_91)] | [removed: [57](#sB2F38CFF47F8559292644B232E1EE675)] | [added: | [58](#ieef67777530148d796540ebcbefbef71_91) | | |]

| [Item [removed: 13.](#s7C93C45E58275843863D7D2AC452D010)] [added: 13.](#ieef67777530148d796540ebcbefbef71_94)] | [added: | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#s7C93C45E58275843863D7D2AC452D010)] [added: Independence](#ieef67777530148d796540ebcbefbef71_94)] | [removed: [57](#s7C93C45E58275843863D7D2AC452D010)] | [added: | [58](#ieef67777530148d796540ebcbefbef71_94) | | |]

| [Item [removed: 14.](#s472AD5D4B72F5D87B3AB3BF1500B3A52)] [added: 14.](#ieef67777530148d796540ebcbefbef71_97)] | [added: | |] [Principal Accounting Fees and [removed: Services](#s472AD5D4B72F5D87B3AB3BF1500B3A52)] [added: Services](#ieef67777530148d796540ebcbefbef71_97)] | [removed: [57](#s472AD5D4B72F5D87B3AB3BF1500B3A52)] | [added: | [58](#ieef67777530148d796540ebcbefbef71_97) | | |]

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| [Signatures](#ieef67777530148d796540ebcbefbef71_106) | | | | | | [60](#ieef67777530148d796540ebcbefbef71_106) | | |

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| [Signatures](#s78053DDE17FB53B9B82FB022E6FE135B) | | [59](#s78053DDE17FB53B9B82FB022E6FE135B) |

The following table sets forth the location, use and size of the Company's key [removed: distribution,] [added: fulfillment,] corporate and product development facilities as of [removed: June 27, 2020.][added: July 3, 2021.]

| Location | | [added: | | | |] Use | | [removed: Approximate Square] [added: | | | | Approximate Square] Footage | | [added: | | | |]

| Jacksonville, Florida | | [added: | | | |] Coach North America [removed: distribution] [added: fulfillment] and customer service | | [removed: 850,000] | | [added: | | 1,050,000 | | | | | |]

| New York, New York | | [added: | | | |] Corporate, design, sourcing and product development | | [removed: 546,000(1)] | | [added: | | 546,000 | | | | | |]

| Westchester, Ohio | | [added: | | | |] Kate Spade North America [removed: distribution] [added: fulfillment] | | [added: | | | |] 601,000 | | [added: | | | |]

| Chiba, Japan | | [added: | | | |] Japan regional [removed: distribution] [added: fulfillment] | | [added: | | | |] 244,000 | | [added: | | | |]

| Shanghai, China | | [added: | | | |] Asia regional [removed: distribution] [added: fulfillment] | | [added: | | | |] 179,000 | | [added: | | | |]

| New York, New York | | [added: | | | |] Kate Spade corporate management | | [added: | | | |] 135,000 | | [added: | | | |]

| North Bergen, New Jersey | | [added: | | | |] Corporate office and customer service | | [added: | | | |] 106,000 | | [added: | | | |]

| Tokyo, Japan | | [added: | | | |] Corporate and regional management | | [added: | | | |] 24,900 | | [added: | | | |]

| Shanghai, China | | [added: | | | |] Coach Greater China regional management | | [added: | | | |] 23,000 | | [added: | | | |]

| Elda, Spain | | [added: | | | |] Stuart Weitzman regional management, sourcing and quality control | | [added: | | | |] 19,000 | | [added: | | | |]

| Seoul, South Korea | | [added: | | | |] Corporate regional management | | [added: | | | |] 18,000 | | [added: | | | |]

| Hong Kong SAR, China | | [added: | | | |] Coach sourcing and quality control | | [removed: 17,000(2)] | | [added: | | 17,000 | | | | | |]

| Dongguan, China | | [added: | | | |] Corporate sourcing, quality control and product development | | [added: | | | |] 16,700 | | [added: | | | |]

| London, England | | [added: | | | |] International regional management | | [added: | | | |] 16,500 | | [added: | | | |]

| Shanghai, China | | [added: | | | |] Asia regional management | | [removed: 16,200] | | [added: | | 10,200 | | | | | |]

| Singapore | | [added: | | | |] Coach Singapore regional management, sourcing and quality control | | [added: | | | |] 12,600 | | [added: | | | |]

| Ho Chi Minh City, Vietnam | | [added: | | | |] Coach sourcing and quality control | | [added: | | | |] 12,600 | | [added: | | | |]

| Tokyo, Japan | | [added: | | | |] Kate Spade Japan regional management | | [added: | | | |] 11,000 | | [added: | | | |]

| Montreal, Canada | | [added: | | | |] Stuart Weitzman Canada regional management and [removed: distribution] [added: fulfillment] | | [added: | | | |] 9,100 | | [added: | | | |]

These leases expire at various times through fiscal [removed: 2036.][added: 2033.]

[removed: "Selected Financial Data,"] [added: "Business,"] for further information.

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| Carlstadt, New Jersey | | Corporate office | | 65,000 | |

| Shanghai, China | | Kate Spade Joint Venture regional management | | 7,000 | |

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| (1) | The Company has subleased approximately 148,800 square feet in its global headquarters. |

| (2) | Represents a Company-owned location. |

"Business," and Item 6.

As of [removed: July 31, 2020,] [added: August 6, 2021,] there were [removed: 2,123] [added: 2,039] holders of record of Tapestry’s common stock.

The information under the principal heading “Securities Authorized For Issuance Under Equity Compensation Plans” in the Company’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on November [removed: 5, 2020,] [added: 3, 2021,] to be filed with the Securities and Exchange Commission (the “Proxy Statement”), is incorporated herein by reference.

The following graph compares the cumulative total stockholder return (assuming reinvestment of dividends) of the Company's common stock with the cumulative total return of the Standard & Poor's ("S&P") 500 Stock Index and the “peer set" companies listed below over the five-fiscal-year period ending [removed: June 27, 2020,] [added: July 3, 2021,] the last day of Tapestry’s most recent fiscal year.

The graph assumes that $100 was invested on [removed: June 26, 2015] [added: July 2, 2016] at the per share closing price in each of Tapestry’s common stock, the S&P 500 Stock Index and a peer set index tracking the peer group companies listed below, and that all dividends were reinvested.

[removed: | • |] [added: -] L Brands, Inc. [removed: |]

[removed: | • |] [added: -] PVH Corp., [removed: |]

[removed: | • |] [added: -] Ralph Lauren Corporation, [removed: |]

[removed: | • |] [added: -] V.F. Corporation, [removed: |]

[removed: | • |] [added: -] Estee Lauder, Inc., [removed: |]

[removed: | • |] [added: -] Capri Holdings Limited [removed: |]

[removed: ][added: ]

| | | [removed: Fiscal 2015] | | [added: | |] Fiscal 2016 | | [added: | | | |] Fiscal 2017 | | [added: | | | |] Fiscal 2018 | | [added: | | | |] Fiscal 2019 | | [added: | | | |] Fiscal 2020 | [added: | | | | | Fiscal 2021 | | |]

The Company did not repurchase any shares of common stock during the fourth quarter of fiscal [removed: 2020.][added: 2021.]

As of [removed: June 27, 2020,] [added: July 3, 2021,] the Company had $600 million availability remaining in the stock repurchase program.

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| TPR | | | | | | $100.00 | | | | | | $120.21 | | | | | | $122.24 | | | | | | $86.15 | | | | | | $35.57 | | | | | | $120.90 | | |

| Peer Set | | | | | | $100.00 | | | | | | $95.69 | | | | | | $132.10 | | | | | | $141.16 | | | | | | $114.90 | | | | | | $217.56 | | |

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| S&P 500 | | | | | | $100.00 | | | | | | $117.64 | | | | | | $134.56 | | | | | | $148.57 | | | | | | $154.99 | | | | | | $227.79 | | |

During fiscal 2020, the Company established a new peer group consisting of:

| | |

| --- | --- |

The Company's old peer group consisted of:

| • | L Brands, Inc., |

| • | Tiffany & Co., |

The Company removed Tiffany & Co. from the peer set due to recent business updates associated with the company.

Furthermore, Tapestry management selected the "revised peer set" on an industry/line-of-business basis and believes this updated set of companies represent good faith comparables based on their history, size, and business models in relation to Tapestry, Inc.

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| TPR | | $100.00 | | $117.28 | | $140.99 | | $143.36 | | $101.04 | | $41.71 |

| Revised Peer Set | | $100.00 | | $91.12 | | $87.19 | | $120.36 | | $128.62 | | $104.69 |

| Former Set | | $100.00 | | $88.85 | | $88.80 | | $123.07 | | $126.73 | | $108.16 |

| S&P 500 | | $100.00 | | $102.33 | | $120.38 | | $137.69 | | $152.03 | | $158.60 |

Not applicable as the Company has adopted certain provisions within the amendments to Regulation S-K, including the elimination of Item 301.

The selected historical financial data presented below as of and for each of the fiscal years in the five-year period ended June 27, 2020 has been derived from the Company’s audited Consolidated Financial Statements.

The financial data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Consolidated Financial Statements and Notes thereto and other financial data included elsewhere herein.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Fiscal Year Ended(3) | | | | | | | | | | | | | | | | | | |

| | June 27, 2020 | | | | June 29, 2019 | | | | June 30, 2018 | | | | July 1, 2017 | | | | July 2, 2016 | | |

| | (millions, except per share data) | | | | | | | | | | | | | | | | | | |

| Consolidated Statements of Operations: | | | | | | | | | | | | | | | | | | | |

| Net sales | $ | 4,961.4 | | | $ | 6,027.1 | | | $ | 5,880.0 | | | $ | 4,488.3 | | | $ | 4,491.8 | |

| Gross profit | 3,239.3 | | | | 4,053.7 | | | | 3,848.5 | | | | 3,081.1 | | | | 3,051.3 | | |

| Selling, general and administrative ("SG&A") expenses | 3,790.1 | | | | 3,234.0 | | | | 3,176.5 | | | | 2,283.5 | | | | 2,395.5 | | |

| Operating income (loss) | (550.8 | | ) | | 819.7 | | | | 672.0 | | | | 797.6 | | | | 655.8 | | |

| Net income (loss) | $ | (652.1 | ) | | 643.4 | | | | 397.5 | | | | 591.0 | | | | 460.5 | | |

| Net income (loss) per share: | | | | | | | | | | | | | | | | | | | |

| Basic | $ | (2.34 | ) | | $ | 2.22 | | | $ | 1.39 | | | $ | 2.11 | | | $ | 1.66 | |

| Diluted | $ | (2.34 | ) | | $ | 2.21 | | | $ | 1.38 | | | $ | 2.09 | | | $ | 1.65 | |

| Weighted-average basic shares outstanding | 278.6 | | | | 289.4 | | | | 285.4 | | | | 280.6 | | | | 277.6 | | |

| Weighted-average diluted shares outstanding | 278.6 | | | | 290.8 | | | | 288.6 | | | | 282.8 | | | | 279.3 | | |

| Dividends declared per common share | $ | 1.013 | | | $ | 1.350 | | | $ | 1.350 | | | $ | 1.350 | | | $ | 1.350 | |

| Consolidated Percentage of Net Sales Data: | | | | | | | | | | | | | | | | | | | |

| Gross margin | 65.3 | | % | | 67.3 | | % | | 65.5 | | % | | 68.6 | | % | | 67.9 | | % |

| SG&A expenses | 76.4 | | | | 53.7 | | | | 54.0 | | | | 50.9 | | | | 53.3 | | |

| Operating margin | (11.1 | | ) | | 13.6 | | | | 11.4 | | | | 17.8 | | | | 14.6 | | |

| Net income (loss) | (13.1 | | ) | | 10.7 | | | | 6.8 | | | | 13.2 | | | | 10.3 | | |

| Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |

| Working capital | $ | 811.0 | | | $ | 1,638.8 | | | $ | 1,494.4 | | | $ | 3,199.5 | | | $ | 1,346.2 | |

| Total assets | 7,924.2 | | | | 6,877.3 | | | | 6,678.3 | | | | 5,831.6 | | | | 4,892.7 | | |

| Cash, cash equivalents and investments | 1,434.5 | | | | 1,233.9 | | | | 1,250.0 | | | | 3,158.7 | | | | 1,878.0 | | |

| Inventory | 736.9 | | | | 778.3 | | | | 673.8 | | | | 469.7 | | | | 459.2 | | |

| Total debt | 2,299.4 | | | | 1,602.7 | | | | 1,600.6 | | | | 1,579.5 | | | | 876.2 | | |

| Stockholders' equity | 2,276.4 | | | | 3,513.4 | | | | 3,244.6 | | | | 3,001.9 | | | | 2,682.9 | | |

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| | Fiscal Year Ended | | | | | | | | | | | | | |

| | June 27, 2020 | | | June 29, 2019(1) | | | June 30, 2018(1) | | | July 1, 2017 | | | July 2, 2016(2) | |

| Store Data: | | | | | | | | | | | | | | |

| Stores open at fiscal year-end: | | | | | | | | | | | | | | |

| Coach North America stores | 375 | | | 391 | | | 402 | | | 419 | | | 432 | |

| Coach International stores | 583 | | | 595 | | | 585 | | | 543 | | | 522 | |

| Kate Spade North America stores | 213 | | | 213 | | | 200 | | | — | | | — | |

Based on the evaluation of the Company’s disclosure controls and procedures, as that term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, the Chief Executive Officer of the Company and the Chief Financial Officer of the Company, have concluded that the Company’s disclosure controls and procedures are effective as of [removed: June 27, 2020.][added: July 3, 2021.]

Management evaluated the effectiveness of the Company’s internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations [removed: (COSO)] [added: ("COSO")] of the Treadway Commission in Internal Control — Integrated Framework in 2013.

Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of [removed: June 27, 2020] [added: July 3, 2021] and concluded that it is effective.

The Company’s independent auditors have issued an audit report on the Company's internal control over financial reporting as of [removed: June 27, 2020] [added: July 3, 2021] as included elsewhere herein.

[removed: Other than the lease accounting standards adoption and ERP system implementation noted above, there] [added: There] were no [removed: other] changes in [removed: our] internal control over financial reporting [added: that occurred] during the [added: fourth] fiscal [removed: year ended June 27, 2020] [added: quarter] that have materially affected, or are reasonably likely to materially affect, [removed: our] [added: the Company’s] internal control over financial reporting.

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

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

Refer to item 1A.

“Risk Factors,” for further information regarding the risks to our business associated with Covid-19.

During the first quarter of fiscal 2020, the Company adopted ASU 2016-02.

As such, the Company implemented new controls and modifications to existing accounting processes related to lease accounting.

These changes include the upgrade to a new lease accounting system and introduction of processes to evaluate and account for lease contracts under the new accounting standard.

During the second quarter of fiscal 2019, the Company completed the first phase of its ERP implementation, SAP’s S4/HANA, migrating the global finance functions for Corporate, Coach and Stuart Weitzman.

The second phase of this implementation which was the finance and supply chain functions were implemented for Kate Spade during the third quarter of fiscal 2019.

Furthermore, the supply chain functions for Coach and Stuart Weitzman followed during fiscal 2020.

As a result of the implementations, there were certain changes to processes and procedures, which resulted in changes to the Company’s internal control over financial reporting.

The implementation of SAP’s S4/HANA is expected to strengthen the financial controls by automating certain manual processes and standardizing business processes and reporting across the organization.

The Company will continue to evaluate and monitor the internal controls over financial reporting during this period of change and will continue to evaluate the operating effectiveness of related key controls.

For a discussion of risks related to the implementation of new systems, see Part I, Item 1A, Risk Factors herein.

We are continually monitoring and assessing Covid-19 as it relates to our internal controls.

The information required to be included by Item 10 of Form 10-K will be included in the Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders and such information is incorporated by reference herein.

The information regarding executive and director compensation set forth in the Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders is incorporated herein by reference.

The information under the headings “Securities Authorized for Issuance Under Equity Compensation Plans” and “Tapestry Stock Ownership by Certain Beneficial Owners and Management” in the Company’s Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders is incorporated herein by reference.

The information required to be included by Item 13 of Form 10-K will be included in the Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders and such information is incorporated by reference herein.

The information required by this item is incorporated herein by reference to the sections entitled “Fees For Audit and Other Services” and “Audit Committee Pre-Approval Policy” in the Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders.

[removed: | (a) | Financial Statements and Financial Statement Schedules.] Refer to “Index to Financial Statements” appearing herein. [removed: |]

[removed: | (b) | Exhibits.] Refer to the exhibit index which is included herein. [removed: |]

| Date: August [removed: 13, 2020] [added: 19, 2021] | [added: | |] By: | [added: | |] /s/ Joanne C. Crevoiserat | [added: | |]

| | | [added: | | | |] Name: Joanne C. Crevoiserat Title: [removed: Interim] Chief Executive Officer | [added: | |]

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 [removed: 13, 2020.][added: 19, 2021.]

| Signature | | [added: | | | |] Title | [added: | |]

| /s/ Joanne C. Crevoiserat | | [removed: Interim] [added: | | | |] Chief Executive Officer | [added: | |]

| Joanne C. Crevoiserat | | [added: | | | |] (Principal Executive Officer) | [added: | |]

| /s/ Manesh B. Dadlani | | [added: | | | |] Corporate Controller | [added: | |]

| Manesh B. Dadlani | | [added: | | | |] (Principal Accounting Officer) | [added: | |]

| /s/ Susan Kropf | | [added: | | | | Independent] Chair, Board of Directors | [added: | |]

| Susan Kropf | | | [added: | | | | | |]

| /s/ John P. Bilbrey | | [added: | | | |] Director | [added: | |]

| John P. Bilbrey | | | [added: | | | | | |]

| /s/ Darrell Cavens | | [added: | | | |] Director | [added: | |]

| Darrell Cavens | | | [added: | | | | | |]

| /s/ David Denton | | [added: | | | |] Director | [added: | |]

| David Denton | | | [added: | | | | | |]

| /s/ Anne Gates | | [added: | | | |] Director | [added: | |]

| Anne Gates | | | [added: | | | | | |]

| /s/ Annabelle Yu Long | | [added: | | | |] Director | [added: | |]

| Annabelle Yu Long | | | [added: | | | | | |]

| /s/ Ivan Menezes | | [added: | | | |] Director | [added: | |]

| Ivan Menezes | | | [added: | | | | | |]

| | [added: | |] Page Number | [added: | |]

| [Reports of Independent Registered Public Accounting [removed: Firm](#s1A5A30562A0A531F93B0B49F91DFF21F)] [added: Firm](#ieef67777530148d796540ebcbefbef71_112)] | [removed: [61](#s1A5A30562A0A531F93B0B49F91DFF21F)] | [added: | [62](#ieef67777530148d796540ebcbefbef71_112) | | |]

| Consolidated Financial Statements: | | [added: | | | |]

| [removed: [Consolidated] [added: Consolidated] Balance [removed: Sheets](#sAB1CA9E4FA8359D8AED8CA69AE598F17)] [added: Sheets Classification] | [removed: [66](#sAB1CA9E4FA8359D8AED8CA69AE598F17)] | [added: | | | | | | | | | |]

| [Consolidated Statements of [removed: Operations](#s88DDF07593495C4685CCB1B86B8215A4)] [added: Operations](#ieef67777530148d796540ebcbefbef71_121)] | [removed: [67](#s88DDF07593495C4685CCB1B86B8215A4)] | [added: | [66](#ieef67777530148d796540ebcbefbef71_121) | | |]

| [Consolidated Statements of Comprehensive [removed: Income](#sB1B43C7971DA5CDFA51C0AF32ADE2D22)] [added: Income](#ieef67777530148d796540ebcbefbef71_124)] | [removed: [68](#sB1B43C7971DA5CDFA51C0AF32ADE2D22)] | [added: | [67](#ieef67777530148d796540ebcbefbef71_124) | | |]

| [Consolidated Statements of Stockholders’ [removed: Equity](#s19CEAEED893E58738C4F0C4005A2AE6F)] [added: Equity](#ieef67777530148d796540ebcbefbef71_127)] | [removed: [69](#s19CEAEED893E58738C4F0C4005A2AE6F)] | [added: | [68](#ieef67777530148d796540ebcbefbef71_127) | | |]

| [Consolidated Statements of Cash [removed: Flows](#s2AA615D09DBD55FD9819B3B60B1B398E)] [added: Flows](#ieef67777530148d796540ebcbefbef71_133)] | [removed: [70](#s2AA615D09DBD55FD9819B3B60B1B398E)] | [added: | [69](#ieef67777530148d796540ebcbefbef71_133) | | |]

| [Notes to Consolidated Financial [removed: Statements](#sBDDC462FA96153EFA057AE743ED3A0E5)] [added: Statements](#ieef67777530148d796540ebcbefbef71_136)] | [removed: [71](#sBDDC462FA96153EFA057AE743ED3A0E5)] | [added: | [70](#ieef67777530148d796540ebcbefbef71_136) | | |]

| Financial Statement Schedules: | | [added: | | | |]

| [Schedule II — Valuation and Qualifying [removed: Accounts](#sFD9C0F70F7025AB4B0757E5B55533EF3)] [added: Accounts](#ieef67777530148d796540ebcbefbef71_229)] | [removed: [108](#s4B98B5F95C085EA89FA7CA7926240588)] | [added: | [106](#ieef67777530148d796540ebcbefbef71_229) | | |]

We have audited the accompanying consolidated balance sheets of Tapestry, Inc. and subsidiaries (the "Company") as of [removed: June 27, 2020] [added: July 3, 2021] and June [removed: 29, 2019,] [added: 27, 2020,] the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended [removed: June 27, 2020,] [added: July 3, 2021,] and the related notes and the financial statement Schedule II listed in the Index to the Consolidated Financial Statements (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of [removed: June 27, 2020] [added: July 3, 2021] and June [removed: 29, 2019,] [added: 27, 2020,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: June 27, 2020,] [added: July 3, 2021,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [removed: (PCAOB),] [added: ("PCAOB"),] the Company's internal control over financial reporting as of [removed: June 27, 2020,] [added: July 3, 2021,] based on criteria established in *Internal Control [removed: -] [added: —] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August [removed: 13, 2020,] [added: 19, 2021,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

(a)Financial Statements and Financial Statement Schedules.

(b)Exhibits.

| /s/ Scott A. Roe | | | | | | Chief Financial Officer | | |

| Scott A. Roe | | | | | | (Principal Financial Officer) | | |

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| /s/ Thomas R. Greco | | | | | | Director | | |

| Thomas R. Greco | | | | | | | | |

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| /s/ Pam Lifford | | | | | | Director | | |

| Pam Lifford | | | | | | | | |

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| [Quarterly Financial Data](#ieef67777530148d796540ebcbefbef71_232) | | | [107](#ieef67777530148d796540ebcbefbef71_232) | | |

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

With respect to the market value of equity, we tested the calculations used in developing the respective market value of equity.

Specific to the discount rate, we considered the inputs and calculations, and we developed a range of independent estimates and compared those to the respective discount rates selected by management.

August 19, 2021

August 19, 2021

| Other assets | | | 161.7 | | | | | | 158.4 | | |

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| /s/ Andrea Shaw Resnick | | Interim Chief Financial Officer |

| Andrea Shaw Resnick | | (Principal Financial Officer) |

TAPESTRY, INC.

| [Quarterly Financial Data](#sB0A9C10AD76F5611B1EB3634F803E3C7) | [109](#sB0A9C10AD76F5611B1EB3634F803E3C7) |

Recently adopted accounting standards - ASC 842 is also communicated as a critical audit matter below.

Critical Audit Matter Description

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

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

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

How the Critical Audit Matter Was Addressed in the Audit

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

Goodwill and Other Intangible Assets - Stuart Weitzman - Refer to Notes 3 and 15 to the financial statements

During the third quarter of fiscal year 2020, revenue growth rate and profit margin trends continued to decline from those that were forecasted for the Stuart Weitzman brand, which resulted in reductions of both current and future forecasted cash flows.

The assessment concluded that the fair values of the Stuart Weitzman reporting unit and Stuart Weitzman indefinite-lived brand intangible asset as of March 28, 2020 did not exceed their respective carrying values.

Given the significant judgments made by management to estimate the fair value of the Stuart Weitzman operations used in both the goodwill and indefinite-lived brand intangible fair value analyses and the resulting impairment recorded, performing auditing

procedures to evaluate the reasonableness of management’s judgments regarding the business and valuation assumptions utilized in the valuation model, particularly the forecasts of future revenue growth rates and profit margins and the selection of the discount rate, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

| • | We evaluated the reasonableness of the inputs and the mathematical accuracy of the calculation used to calculate the impairment recorded. |

Recently adopted accounting standards - ASC 842- Incremental Borrowing Rate - Refer to Notes 3 and 11 to the

financial statements (also see Change in Accounting Principle explanatory paragraph above)

The Company adopted the provisions of ASC 842, Leases (“ASC 842”), as of June 30, 2020.

The Company recorded lease liabilities for the present value of its lease commitments and corresponding right-of-use (ROU) assets of approximately $2.32 billion and $2.13, respectively, upon adoption.

The Company developed estimated collateralized incremental borrowing rates (IBR) for each lease portfolio to present value the lease payments as required by ASC 842 when the discount rate is not implicit in the lease.

The determination of an IBR required management to use significant estimates and assumptions including its credit rating, credit spread, and adjustments for the impact of collateral, lease tenors, economic environment and currency.

We identified the IBRs used in the adoption of ASC 842 as a critical audit matter because of the significant impact of management’s assumptions and estimates in determining the selected IBRs for each lease portfolio and the related material impact upon the lease liabilities and corresponding right-of-use (ROU) assets recorded upon adoption.

Management’s assumptions and estimates used in determining the selected IBRs were the Company’s credit rating, credit spread, and adjustments for the impact of collateral, lease tenors, economic environment and currency.

Given these significant judgments made by management in determining the IBRs, performing audit procedures to evaluate the reasonableness of the methods and assumptions related to these assumptions and estimates involved a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Our audit procedures related to the IBRs used in the adoption of ASC 842 included the following, among others:

| • | We tested the effectiveness of controls over the methods and assumptions used by management to estimate the IBRs, including those over the credit rating, credit spreads and adjustments for the impact of collateral, lease tenors, economic environment and currency. |

| • | With the assistance of our fair value specialists, we evaluated the methods and assumptions used by management to estimate the IBRs and tested the inputs used by management to develop the IBRs as follows: |

| – | Assessed the reasonableness of the methodology and models used to estimate the IBRs based on the definition |

and guidance in ASC 842 and other reference materials.

| – | Assessed the reasonableness of the significant inputs used to estimate the IBRs by comparing to Company specific benchmarks, comparable companies and other market information: |

| ▪ | The credit rating ascribed to the Company. |

| ▪ | The credit spreads applied in determining the IBRs. |

| ▪ | The collateral, lease tenors, economic environment and currency adjustments applied in determining the IBRs. |

August 13, 2020