Tapestry (TPR) 10-K risk factor changes: FY2022 vs FY2021

The Covid-19 pandemic and resulting adverse economic conditions [removed: are and] may continue to have a material adverse impact on our business, financial condition, results of operations and cash flows.

The impacts of Covid-19 [removed: have and may] continue to materially adversely impact our operations, cash flow and liquidity.

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

Throughout fiscal [removed: year 2021,] [added: years 2021 and 2022,] the vast majority of the Company’s stores were [removed: opened, although experienced reduce traffic from historical levels, for either in-store or curb-side service] [added: opened] and have continued to operate.

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

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

- We source and manufacture our products on a global scale and we have [removed: 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.

[added: -] Travel restrictions, closures or disruptions of business and facilities, including manufacturing facilities and raw material providers, unavailability of vaccines for our international employees or 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.

This disruption to our supply chain [added: has resulted and] may [added: continue to] result in inventory not being available in a timely manner and/or during the appropriate season, and [removed: higher inbound] freight [added: and other logistics] costs, [added: including increased carrier rates for ocean and air shipments, as the supply chain disruptions have caused us to increase our use of air freight with greater frequency than in the past,] all of which could have a material adverse impact on our financial results.

- The potential economic effects of the pandemic, including a possible [removed: recession,] [added: recession or inflationary pressures,] 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.

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

The successful [removed: execution] [added: incorporation] of our Acceleration Program is key to the long-term success of our business.

The [removed: guiding principle of this multi-year growth agenda is] [added: Company’s Acceleration Program focused on how] to better meet the needs of each of its brands' unique customers by (i) Sharpening our Focus on the Customer (ii) Leveraging Data and Leading with a Digital-First Mindset and (iii) Transforming into a Leaner and More Responsive Organization.

The Company believes the successful [removed: execution] [added: incorporation] 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.

[removed: However, there is no assurance that we will be able to implement such] efforts [removed: in accordance with our plans, that such efforts] will result in the intended or otherwise desirable outcomes or that such efforts, even if successfully [removed: implemented,] [added: sustained,] will be effective in achieving long-term growth or increased profitability.

Refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note [removed: 7,] [added: 5,] "Restructuring Activities," for further information regarding the Acceleration Program.

Further, [removed: recent or future] [added: potential] changes in our executive leadership team may have an adverse effect on our ability to implement or to achieve favorable results under the Acceleration Program and/or result in further changes to our strategy.

If our [removed: execution] [added: incorporation] of the initiatives under our Acceleration Program falls short, our business, financial condition and results of operation could be materially adversely affected.

We operate on a global basis, with approximately [removed: 41.4%] [added: 37.6%] of our net sales coming from operations outside of United States as of the end of fiscal year [removed: 2021.][added: 2022.]

- 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) [removed: impacts from] [added: sanctions and related activities by] the United [removed: Kingdom (“U.K.”) leaving the] [added: States,] European Union [removed: (“E.U.”), commonly known as Brexit and the agreement between the U.K. and the E.U.] [added: (“E.U.”)] and [removed: countries outside the E.U. with respect to, amongst other things, tariffs;][added: others;]

- 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 [removed: costs;][added: costs and increased in-transit times;]

- political unrest, including [added: the ongoing crisis in Ukraine,] protests and other civil disruption;

[added: 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.

[removed: We] [added: In North America we] maintain [removed: a] fulfillment [removed: center] [added: centers] in Jacksonville, Florida, [added: and Westchester, Ohio,] operated by Tapestry.

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

We also [removed: operate] [added: utilize local] fulfillment centers, through third-parties, in Japan, parts of Greater China [removed: (Hong] [added: (mainland China, Hong] Kong SAR, Macao SAR and Taiwan), [added: South Korea,] Singapore, Malaysia, [removed: the U.S.,] Spain, [removed: Italy,] the U.K., Canada, [removed: Australia] [added: Australia,] and [removed: South Korea.][added: starting in fiscal 2023 in Mexico.]

[removed: Subsequent to the 2021] [added: Additionally in] fiscal [removed: year-end,] [added: year 2022,] 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.

[added: See “*The success of our business depends on our ability to retain the value of our brands and to respond to changing fashion and retail trends in a timely manner.”*] The failure to develop and launch successful new products or to rationalize our assortment appropriately could hinder the growth of our business.

[removed: A] [added: We have incorporated] key [removed: strategy] [added: strategies] of our Acceleration [removed: Program] [added: Program, one of which] 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.

[removed: The ability to successfully execute against our goals is] [added: Our business and future success depends] heavily [removed: dependent] on attracting, developing and retaining qualified employees, including our senior management team.

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

[removed: There is a risk that] [added: -] our competitors may develop new products or product categories that are more popular with our [removed: customers.][added: customers;]

A failure to compete effectively [added: or to keep pace with rapidly changing consumer preferences and technology and product trends] could adversely affect our growth and profitability.

If we misjudge the market for our products or demand for our products are impacted by [removed: an unforeseen factor,] [added: other factors,] such as [added: inflationary pressures, political instability or] the [added: ongoing] Covid-19 pandemic, we may be faced with significant excess inventories for some products and missed opportunities for other products.

[removed: If that occurs, we] [added: We have in the past been, and] may [removed: be] [added: in the future be,] forced to rely on donation, markdowns, promotional sales or [removed: destruction,] [added: other write-offs,] to dispose of excess, slow-moving inventory, which may negatively impact our gross margin, overall profitability and efficacy of our brands.

Labor costs at many of our manufacturers have been increasing significantly and, as the middle class in developing countries continues to [removed: grow, it is unlikely that such cost pressure will abate.]

Furthermore, the cost of transportation [added: has fluctuated and] may [added: continue to] fluctuate significantly if oil prices [removed: show volatility.][added: continue to rise.]

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

[added: If we do not anticipate] and [added: respond promptly to changing customer preferences and] fashion trends in the design, production, and styling of our products, as well as create compelling marketing campaigns that appeal to our customers, our sales and results of operations may be negatively impacted.

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

Risks Related to Macroeconomic Conditions

The ongoing Covid-19 pandemic continues to impact a significant majority of the regions in which we operate, resulting in significant global business disruptions.

The virus has impacted all regions around the world, resulting in restrictions and shutdowns implemented by national, state, and local authorities.

The Company’s performance in fiscal 2022 was adversely impacted as a result of infections due to variants of Covid-19 in certain regions, most notably in Greater China, which resulted in disruption in business performance including a decline in demand in the region.

While the trends for Greater China started to improve at the end of fiscal 2022, the situation continues to be very volatile and infection rates and government restrictions may continue to persist.

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

Our business may continue to be adversely impacted by several factors, including, but not limited to:

Many of our products may be considered discretionary items for consumers.

Our sensitivity to economic cycles and any related fluctuation in consumer demand may have a material adverse effect on our financial condition.

- political, civil and social unrest, such as the ongoing crisis in Ukraine; and

In addition, if there is negative publicity regarding the production methods of any of our suppliers or manufacturers, even if unfounded or not specific to our supply chain, our reputation and sales could be adversely affected, we could be subject to legal liability, or could cause us to contract with alternative suppliers or manufacturing sources.

Additionally, our digital business is subject to numerous risks that could adversely impact our results, including (i) a diversion of sales from our brand stores or wholesale customers, (ii) difficulty in recreating the in-store experience through digital channels, (iii) liability for online content, (iv) changing dynamics within the digital marketing environment and our ability to effectively market to consumers, (v) intense competition from online retailers, and (vi) the ability to provide timely delivery of e-commerce purchases, which is dependent on the capacity and operations of our owned and third party operated fulfillment facilities.

Additionally, changes to our office environments, the adoption of new work models, and our requirements and/or expectations about when or how often certain employees work on-site or remotely may not meet the expectations of our employees.

As businesses increasingly operate remotely, traditional geographic competition for talent may change in ways that we cannot presently predict.

If our employment proposition is not perceived as favorable compared to other companies, it could negatively impact our ability to attract and retain our employees.

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

However, there is no assurance that we will be able to sustain such efforts in accordance with our plans, that such

Competition is based on a number of factors, including, without limitation, the following:

- anticipating and responding in a timely fashion to changing consumer demands and shopping preferences, including the ever-increasing shift to digital brand engagement, social media communications, and online and cross-channel shopping;

- maintaining strong brand recognition, loyalty, and a reputation for quality, including through digital brand engagement and online and social media presence;

- recruiting and retaining key talent;

- developing and producing innovative, high-quality products in sizes, colors, and styles that appeal to consumers of varying age group;

- competitively pricing our products and creating an acceptable value proposition for consumers, including price increases to mitigate inflationary pressures while simultaneously balancing the risk of lower consumer demand in response to any such price increases;

- providing strong and effective marketing support in several diverse demographic markets, including through digital and social media platforms in order to stay better connected to consumers;

- providing attractive, reliable, secure, and user-friendly digital commerce sites;

- sourcing sustainable raw materials at cost-effective prices;

- ensuring product availability and optimizing supply chain efficiencies with third party suppliers and retailers;

- protecting our trademarks and design patents; and

- the ability to withstand prolonged periods of adverse economic conditions or business disruptions.

Our costs for raw materials are affected by, among other things, weather, customer demand, speculation on the commodities market, the relative valuations and fluctuations of the currencies of producer versus customer countries and other factors that are generally unpredictable and beyond our control.

Any of these factors may be exacerbated by global climate change.

In addition, ongoing impacts of the pandemic, political instability, trade relations, sanctions, price inflationary pressure, or other geopolitical or economic conditions could cause raw material costs to increase and have an adverse effect on our future margins.

grow, it is unlikely that such cost pressure will abate.

We have also experienced increased freight and other logistics costs, including increased carrier rates for ocean and air shipments, in addition, the supply chain disruptions have caused us to increase our use of air freight with greater frequency than in the past.

Acquisitions are not currently contemplated in the Company's capital allocation priorities, however, our management team may in the future evaluate and consider other strategic investments or acquisitions.

These involve various inherent risks and the benefits, cost savings and synergies sought may not be realized.

- lower than anticipated demand for product offerings by us or our licensees;

Further, while we believe that we

Risks Related to Information Security and Technology

In addition, from time to time, we implement new systems.

The Covid-19 pandemic has impacted a significant majority of the regions in which we operate, disrupting operations, consumer spending and global supply chains and creating significant disruption and volatility of financial markets.

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

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

The Company 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.

Although the ultimate severity and impact of the Covid-19 pandemic is uncertain at this time and depends on future events outside of our control, our business is expected to continue to be adversely impacted by several factors, including, but not limited to:

The Company has implemented a strategic growth plan after undergoing a review of its business under the Acceleration Program.

- political, civil and social unrest, such as the recent protests in Hong Kong SAR, China and in the United States; and

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

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.

Although acquisitions are not currently contemplated in the Company's near term strategy, our management team has and, in the future, will consider growth strategies and expected synergies when considering any acquisition; however, there can be no assurance that we will be able to identify suitable candidates or consummate these transactions on acceptable terms.

- consumers’ failure to accept product offerings by us or our licensees;

During fiscal 2020, the fair value of the Stuart Weitzman reporting unit and indefinite-lived brand intangible asset did not exceed the respective carrying values, resulting in goodwill impairment charges of $210.7 million and indefinite-lived brand impairment charges of $267.0 million.

We may be unable to anticipate the timing and scale of such product introductions by competitors, which could harm our business.

Our ability to compete also depends on the strength of our brand, whether we can attract and retain key talent, and our ability to protect our trademarks and design patents.

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

The Company embarked on a multi-year ERP implementation in fiscal 2017, which was completed in fiscal 2020.

Third-party vendors are also relied upon to design, program, maintain and service our ERP systems.

Any failures of these vendors to properly deliver their services could similarly have a material effect on our business.

In addition, any disruptions or malfunctions affecting our new ERP systems could lead to the inability to deliver the optimal level of merchandise to our brands' stores or customers in a timely manner and/or cause critical information upon which we rely to be delayed, defective, corrupted, inadequate or inaccessible.

Increased frequency and intensity of weather events (storms and floods) due to climate change could also lead to more frequent store closures and/or lost sales as customers prioritize basic needs.

Even if we are able to achieve our 2025 Corporate Responsibility Goals, our business will continue to remain subject to risks associated with climate change.

For example, in connection with the impact of the Covid-19 pandemic and our Acceleration Program, we have negotiated with some landlords on certain store exits.

The Company is expecting the GSP program to be renewed and made retroactive, however if this does not occur, it will continue to have a negative impact on our expected results.

Since the outbreak of the Covid-19 pandemic, the majority of our corporate employees and independent contractors have worked remotely for some time and many continue to do so, which has increased our dependence on digital technology during this period.

authorities and the affected data subjects, and increased litigation as a result of cyber security or personal data breaches.

Current or future tax legislation may impact our tax structure and effective tax rates.

On December 22, 2017, “H.R.1,” formerly known as the Tax Cuts and Jobs Act (the “Tax Legislation”) was signed into law.

The Tax Legislation, which became effective on January 1, 2018, significantly revised the U.S. tax code and required the Company to estimate the impact on its financial results.

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

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

On December 27, 2020, the Consolidated Appropriations Act, 2021 ("Covid-19 stimulus package") was signed into law, which contained enhancements to certain tax credits enacted under the CARES Act.

The Tax Legislation and the CARES Act and the Covid-19 stimulus package require the Company to make significant judgments and estimates in the interpretation of the law and in the calculation of the provision for taxes.

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

In addition to the enacted legislation, there continues to be meaningful discussion around proposed legislative changes including those recently announced by the Biden administration and long standing discussions within the Organization for Economic Co-operation and Development ("OECD").

The Biden administration has proposed, amongst other things, increasing the U.S. federal tax rate from 21% to 28%, broadening the U.S. tax base to include additional income from international operations, and limiting U.S. deductions where certain conditions exist.

The OECD is separately focused on a number of potential changes including imposing a global minimum tax and re-distributing profits among affiliated entities located in different tax jurisdictions.

It is

The fiscal year ended July [added: 2, 2022 was a 52-week period, July] 3, 2021 was a 53-week period, [added: and] June 27, 2020 [removed: and June 29, 2019 were each] [added: was a] 52-week [removed: periods.][added: period.]

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

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

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

- 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 [removed: do][added: do.]

- 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 [removed: fleet][added: fleet.]

[removed: In] [added: Throughout] fiscal [removed: 2021,] [added: 2022,] the Company [removed: continued to make] [added: made] meaningful progress [removed: against] [added: under] its Acceleration Program [removed: to sharpen its] [added: by sharpening the Company's] focus on the consumer, [removed: leverage] [added: leveraging] data to lead with a digital-first mindset and [removed: transform] [added: transforming] into a leaner and more responsive organization:

- Recruited approximately [removed: 4] [added: 7.7] million new [removed: customers, including through our e-commerce] [added: customers across] channels in North America, representing [removed: gains] [added: a 10% increase] versus prior [removed: year;][added: year, with growth in both stores and online.]

The [removed: Covid-19] virus has impacted [removed: regions] all [added: regions] around the world, resulting in restrictions and shutdowns implemented by national, state, and local authorities.

[removed: The] [added: While the] vast majority of the Company's stores [removed: re-opened for either in-store or pick-up service] and [removed: they have continued to operate since then, however, some store] locations [added: of our wholesale and licensing partners] have [added: reopened, certain have] experienced temporary re-closures or are operating under tighter restrictions in compliance with local government [removed: regulation.][added: regulations.]

We will continue to monitor the rapidly evolving situation pertaining to the Covid-19 outbreak, including guidance from international and domestic [removed: authorities.][added: authorities and adjust our operating plan as needed.]

[removed: "Risk Factors" herein] [added: Refer to "Recent Developments," herein,] for further information.

The Company [removed: also] intends to repurchase approximately [removed: $500.0] [added: $700.0] million worth of stock in fiscal [removed: 2022,] [added: 2023, all] of which [removed: $600.0 million] is remaining under its current authorization.

Refer to Note [removed: 16,] [added: 15,] "Income [removed: Taxes"] [added: Taxes,"] for [removed: additional information on these provisions.][added: further information.]

Refer to Note [removed: 12,] [added: 11,] "Fair Value Measurements" for further information.

In addition, [added: in fiscal 2021,] 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.

Refer to [added: the "Executive Overview" herein and] Note [removed: 12,] [added: 11,] "Fair Value Measurements," [removed: and Note 18, "Segment Information,"] for further information.

[removed: The] [added: Starting in fiscal 2020, the] Company [removed: has implemented] [added: embarked on] a strategic growth plan after undergoing a review of its business under the Acceleration [removed: Program and expects to incur] [added: Program, resulting in] certain costs [added: to date] 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 [removed: share-based] compensation costs incurred as a result of the development and execution of the Company's comprehensive strategic initiatives aimed at increasing profitability.

Refer to Note [removed: 7,] [added: 5,] "Restructuring Activities," and the "GAAP to Non-GAAP Reconciliation," herein, for further information.

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

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

The Company has been experiencing other global logistics challenges, such as delays as a result of port congestion, vessel [removed: availability and] [added: availability,] container shortages for imported products [removed: that are expected to persist in fiscal 2022, which will result in the Company using air] [added: and rising] freight [removed: with greater frequency than in the past.][added: costs.]

Several organizations that monitor the world’s economy, including the International Monetary Fund, [removed: observed that the outbreak of the Covid-19 pandemic has negatively shocked] [added: continue to forecast growth in] the global economy.

[removed: As an alternative to] [added: To improve] our [removed: payment terms,] [added: working capital efficiency, starting in fiscal 2021 we made] available to certain suppliers [removed: is] a voluntary supply chain finance (“SCF”) program that enables our suppliers to sell their receivables from the Company to a global financial institution on a non-recourse basis at a rate that leverages our credit rating.

The following table summarizes results of operations for fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020.][added: 2021.]

| | | | July [removed: 3, 2021] [added: 2, 2022] | | | | | | | | | | | | [removed: June 27, 2020] [added: July 3, 2021] | | | | | | | | | | | | Variance | | | | | | | | |

| Net sales | | | $ | [removed: 5,746.3] [added: 6,684.5] | | | | | 100.0 | | % | | | | $ | [removed: 4,961.4] [added: 5,746.3] | | | | | 100.0 | | % | | | | $ | [removed: 784.9] [added: 938.2] | | | | | [removed: 15.8] [added: 16.3] | | % |

| Operating income (loss) | | | [removed: 968.0] [added: 1,175.8] | | | | | | [removed: 16.8] [added: 17.6] | | | | | | [removed: (550.8)] [added: 968.0] | | | | | | [removed: (11.1)] [added: 16.8] | | | | | | [removed: 1,518.8] [added: 207.8] | | | | | | [removed: NM] [added: 21.5] | | |

| Interest expense, net | | | [removed: 71.4] [added: 58.7] | | | | | | [removed: 1.2] [added: 0.9] | | | | | | [removed: 60.1] [added: 71.4] | | | | | | 1.2 | | | | | | [removed: 11.3] [added: (12.7)] | | | | | | [removed: 18.8] [added: (17.7)] | | |

| Other expense (income) | | | [removed: (0.7)] [added: 16.4] | | | | | | [removed: —] [added: 0.2] | | | | | | [removed: 13.3] [added: (0.7)] | | | | | | [removed: 0.3] [added: —] | | | | | | [removed: (14.0)] [added: 17.1] | | | | | | NM | | |

| Income (Loss) before provision for income taxes | | | [removed: 897.3] [added: 1,047.0] | | | | | | [removed: 15.6] [added: 15.7] | | | | | | [removed: (624.2)] [added: 897.3] | | | | | | [removed: (12.6)] [added: 15.6] | | | | | | [removed: 1,521.5] [added: 149.7] | | | | | | [removed: NM] [added: 16.7] | | |

| Provision for income taxes | | | [removed: 63.1] [added: 190.7] | | | | | | [removed: 1.1] [added: 2.9] | | | | | | [removed: 27.9] [added: 63.1] | | | | | | [removed: 0.7] [added: 1.1] | | | | | | [removed: 35.2] [added: 127.6] | | | | | | NM | | |

| Net income (loss) | | | [removed: 834.2] [added: 856.3] | | | | | | [removed: 14.5] [added: 12.8] | | | | | | [removed: (652.1)] [added: 834.2] | | | | | | [removed: (13.1)] [added: 14.5] | | | | | | [removed: 1,486.3] [added: 22.1] | | | | | | [removed: NM] [added: 2.7] | | |

The reported results during fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020] [added: 2021] reflect certain items which affect the comparability of our results, as noted in the following tables.

[removed: Fiscal] [added: Fiscal] 2021 [removed: Items][added: Items]

| | | | [removed: Fiscal] [added: Fiscal] Year Ended July 3, [removed: 2021] [added: 2021] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| | | | | | | | | | [removed: | | |] Items affecting comparability | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | |]

| | | | [removed: GAAP] [added: GAAP] Basis (As [removed: Reported)] [added: Reported)] | | | | | | | | | | | | [removed: CARES] [added: | | | | | | CARES] Act Tax [removed: Impact] [added: Impact] | | | | | | [removed: Impairment] | | | | | | [added: Impairment] | | | | | | [removed: Acceleration Program] [added: Acceleration Program] | | | | | | [removed: Non-GAAP] [added: Non-GAAP] Basis (Excluding [removed: Items)] [added: Items)] | | |

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

| Coach | | | [removed: 3,149.0] [added: 3,149.0] | | | | | | | | | | | | [removed: —] | | | | | | [removed: 8.1] [added: —] | | | | | | | | | | | | [removed: —] [added: 8.1] | | | | | | [removed: 3,140.9] [added: —] | | | [added: | | | 3,140.9 | | |]

- Maintained a consumer-centric lens and fostered emotional connections with customers, resulting in higher average spend per customer, increased retention rates and the continued reactivation of lapsed customers across brands.

- Delivered global average unit retail ("AUR") gains at Coach, Kate Spade, and Stuart Weitzman, reflecting brand heat and pricing power, the increasing traction of their product offerings, and select price increases, as well as continued benefits from structural changes to lessen promotional activity.

- Advanced Digital capabilities through significant investments in the channel, including in talent, to improve the customer experience and drive conversion; achieved $2 billion in Digital revenue in the fiscal year, representing 30% of total sales.

- Realized gross run-rate savings of approximately $300 million in fiscal 2022, which continues to fund investments in brand-building activities.

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

Recent Developments

The Company's performance in fiscal 2022 was adversely impacted as a result of infections due to variants of Covid-19 in certain regions, most notably in Greater China, which resulted in disruptions in business performance including a decline in demand in the region.

While the trends in Greater China started to improve at the end of fiscal 2022, the situation continues to be very volatile and infection rates and government restrictions may continue to persist.

During the first quarter of fiscal 2022, certain of the Company’s third-party manufacturers, primarily located in Vietnam, experienced ongoing and longer-than-expected government mandated restrictions, which resulted in a significant decrease in production capacity for these third-party manufacturers.

In response, the Company took deliberate actions such as shifting production to other countries, adjusting its merchandising strategies, where possible, and increasing the use of air freight to expedite delivery.

Based on these actions, and the improved production levels since the first quarter, the Company has been able to meet anticipated levels of demand.

To mitigate delays, the Company strategically used air freight with greater frequency than in the past, primarily in the second and third fiscal quarter of 2022.

Due to these logistical challenges, during fiscal 2022, the Company recognized within Cost of sales $178.5 million of incremental freight costs compared to fiscal 2021, in order to maintain product flow to meet consumer demand.

There is still uncertainty associated with the Covid-19 pandemic, and challenges are expected to persist into fiscal 2023, including the possibility of other effects on the business.

"Risk Factors" herein.

The Company continues to take strategic actions in response to the current environment.

The Company remains committed to driving SG&A savings, including actions taken under the Acceleration Program.

Covid-19 Related Impairments

There were no Covid-19 related impairments recorded in fiscal 2022.

Crisis in Ukraine

In the second half of fiscal 2022, a humanitarian crisis unfolded in Ukraine, which has created significant economic uncertainty in the region.

The Company does not have directly operated stores in Russia or Ukraine and has a minimal distributor and wholesale business which was less than 0.1% of the Company’s total Net sales for fiscal 2022 and fiscal 2021.

Starting in the third quarter of fiscal 2022 the Company paused all wholesale shipments to Russia and Ukraine.

The Company's total business in Europe represented less than 5% of fiscal 2022 and fiscal 2021 total Net sales.

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

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

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

The Company's performance in fiscal 2022 was adversely impacted as a result of infections due to variants of Covid-19 in certain regions, most notably in Greater China, which resulted in disruptions in business performance including a decline in demand in the region.

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

We continue to monitor the latest developments regarding the pandemic and have made certain assumptions about the pandemic for purposes of our business and operating results, including assumptions regarding the duration, severity and global macroeconomic impacts of the pandemic.

However, the full extent of the impact of Covid-19 on our business and operating results will depend largely on future events outside of our control including the ultimate duration, severity and geographic resurgence of the virus and the success of actions to contain the virus, including variants of the novel strain, or treat its impact, among others.

However, some of these organizations have recently revised the forecast downward since the third quarter of fiscal 2022 primarily to reflect a higher-than-anticipated slowdown in Greater China, reflective of Covid-19 outbreaks and lockdown, and further negative economic impacts due to the crisis in Ukraine.

Inflation is expected to remain elevated for longer than in previous forecasts and concerns regarding an oncoming recession have increased in recent months.

Additionally, the Company has historically benefited from duty-free imports on certain products from certain countries pursuant to the U.S. Generalized System of Preferences (“GSP”) program.

The GSP program expired in the third quarter of fiscal 2021, resulting in additional duties that have negatively impacting gross profit.

Over the past year there has been significant discussion with regards to tax legislation by both the Biden Administration and the Organization for Economic Cooperation and Development (“OECD”).

On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law, with tax provisions primarily focused on implementing a 15% minimum tax on global adjusted financial statement income and a 1% excise tax on share repurchases.

The Inflation Reduction Act of 2022 will become effective beginning in fiscal 2024.

Given its recent pronouncement, it is unclear at this time what, if any, impact the Inflation Reduction Act of 2022 will have on the Company's tax rate and financial results.

We will continue to evaluate its impact as further information becomes available.

Acceleration Program

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.

- 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.

Consequently, the spread of Covid-19 has caused significant global business disruptions.

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

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

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.

However, there is still uncertainty around the duration of these disruptions and the possibility of other effects on the business.

In these circumstances, the Company will need to make adjustments to our operating plan.

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

- Re-opened stores as quickly as possible, while following governmental and public health guidelines.

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

Implemented practices designed to support the continued operations of our e-commerce platforms and fulfillment centers remain operational across all major regions.

- Reduced capital expenditures through fleet optimization through fiscal 2021.

- Drove SG&A savings, including actions taken under the Acceleration Program, through the reduction of corporate and retail workforce, right-sizing of marketing expenses, reduction of fixed costs such as rent as well as procurement savings, including reducing external third party services.

- 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.

- Tightly managed inventories by reflowing product introductions and cancelling inventory receipts as well as planned reduction of SKUs.

- Drew down $700 million from its $900 million Revolving Credit Facility to add to cash balances, all of which was repaid during fiscal 2021.

- Suspended its quarterly cash dividend and share repurchase program beginning in the fourth quarter of fiscal 2020.

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.

CARES Act Tax Impact

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

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

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.

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 2020, the Company recorded $210.7 million of impairment charges to goodwill and $267.0 million of impairment charges to indefinite-lived brand intangible assets for the Stuart Weitzman reporting unit.

Refer to "Critical Accounting Policies and Estimates," herein, for further information.

During fiscal 2020, the Company recorded $267.7 million of impairment charges related to store assets, inclusive of lease assets as well as purchase commitments.

During fiscal 2020, the Company recorded $104.0 million of increases in inventory reserves, driven by the impact of Covid-19.

Including charges taken in fiscal 2020 and 2021, Company expects to incur total pre-tax charges of approximately $205 - $220 million related to the Acceleration Program.

As of July [removed: 3, 2021] [added: 2, 2022] and [removed: June 27, 2020,] [added: July 3, 2021,] forward currency contracts designated as cash flow hedges with a notional amount of [removed: $61.4] [added: $41.5] million and [removed: $586.2] [added: $61.4] 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 July [removed: 3, 2021.][added: 2, 2022.]

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, payables] and [removed: payables.][added: receivables.]

This primarily includes exposure to exchange rate fluctuations in the Chinese Renminbi, the [removed: British Pound Sterling] [added: Japanese Yen] and the Euro.

To manage the exchange rate risk related to these [removed: loans,] [added: balances,] the Company enters into forward currency contracts.

As of July [removed: 3, 2021] [added: 2, 2022] and [removed: June 27, 2020,] [added: July 3, 2021,] the total notional values of outstanding forward foreign currency contracts related to these [removed: loans] [added: loans, payables and receivables] were [removed: $248.2] [added: $274.1] million and [removed: $76.9] [added: $248.2] million, respectively.

The fair value of outstanding forward currency contracts included in current assets at July [added: 2, 2022 and July] 3, 2021 [removed: and June 27, 2020] was [removed: $0.3] [added: $0.4] million and [removed: $2.9] [added: $0.3] million, respectively.

The fair value of outstanding foreign currency contracts included in current liabilities at July [added: 2, 2022 and July] 3, 2021 [removed: and June 27, 2020] was [removed: $1.2] [added: $3.2] million and [removed: $1.7] [added: $1.2] million, respectively.

As of July [removed: 3, 2021,] [added: 2, 2022,] a 10% [removed: devaluation] [added: change in the value] 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.

The Company is exposed to interest rate risk in relation to its [added: $1.25 Billion] Revolving Credit Facility [added: and $500.0 Million Term Loan] entered into under the credit agreement dated [removed: October 24, 2019 as amended] May [removed: 19, 2020,] [added: 11, 2022,] the [removed: 2025] [added: Term Loan, the 2032] Senior Notes, [removed: 2022] [added: 2027] Senior Notes, [removed: 2027] [added: and 2025] Senior Notes (collectively the "Senior Notes") and investments.

Our exposure to changes in interest rates is primarily attributable to debt outstanding under the [added: $1.25 Billion] Revolving Credit [removed: Facility.][added: Facility and $500.0 Million Term Loan (collectively, the "Credit Facilities").]

The applicable margin will be [removed: determined] [added: adjusted] by reference to a [removed: grid, as defined in the Credit Agreement,] [added: grid (the “Pricing Grid”)] based on the ratio of (a) consolidated debt [removed: plus operating lease liability] to (b) consolidated [removed: EBITDAR.][added: EBITDAR (the “Gross Leverage Ratio”).]

A hypothetical 10% change in the [removed: credit agreement] [added: Credit Facilities] interest rate would have resulted in an immaterial change in interest expense in fiscal [removed: 2021.][added: 2022.]

Furthermore, a prolonged disruption on our business resulting from the Covid-19 pandemic may impact our ability to satisfy the terms of our [removed: Revolving] Credit [removed: Facility,] [added: Facilities,] including our liquidity covenant.

At July 3, 2021, the fair value of the [removed: 2025] [added: 2027] Senior Notes, 2022 Senior Notes and [removed: 2027] [added: 2025] Senior Notes was approximately [removed: $652] [added: $659] million, $407 million and [added: $652 million, respectively.]

At [removed: June 27, 2020,] [added: July 2, 2022,] the fair value of the [removed: 2025] [added: 2032] Senior Notes, [removed: 2022] [added: 2027] Senior Notes and [removed: 2027] [added: 2025] Senior Notes was approximately [removed: $577] [added: $409] million, [removed: $393] [added: $383] million and [removed: $565] [added: $304] million, respectively.

The interest rate payable on the [removed: 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 (as defined in the Prospectus Supplement furnished with the SEC on June 7, 2017) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the respective Senior Notes of such series.

The Company is also exposed to foreign currency exchange rate fluctuations with respects to net investment hedges.

As of July 2, 2022, we have multiple fixed to fixed cross currency swap agreements with aggregate notional amounts of $1.20 billion to hedge our net investment in Euro-denominated subsidiaries and Japanese Yen-denominated subsidiaries against future volatility in the exchange rates between the United States dollar and their local currencies.

The fair values of outstanding derivative contracts related to net investment hedges included in long-term assets and long-term liabilities at July 2, 2022 are $47.8 million and $44.0 million, respectively.

Under the term of these contracts, we will exchange the semi-annual fixed rate payments on United States denominated debt for fixed rate payments of 2.4% to 2.7% in Euros and 0.6% to 1.3% in Japanese Yen.

A 10% change in the value of the U.S. dollar against the exchange rates for currencies under contract as of July 2, 2022, would result in an immaterial impact on the net investment hedge derivative contract fair values.

Refer to Note 10, "Derivative Investments and Hedging Activities," for additional information.

Borrowings under the $1.25 Billion

Revolving Credit Facility bear interest at a rate per annum equal to, at the Company’s option, (i) for borrowings in U.S. Dollars, either (a) an alternate base rate or (b) a term secured overnight financing rate, (ii) for borrowings in Euros, the Euro Interbank Offered Rate, (iii) for borrowings in Pounds Sterling, the Sterling Overnight Index Average Reference Rate and (iv) for borrowings in Japanese Yen, the Tokyo Interbank Offer Rate, plus, in each case, an applicable margin.

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

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

The fair value of the 2027 Senior Notes and 2025 Senior Notes at July 2, 2022 reflects the impact of the $500 million cash tender offer completed during the second quarter of fiscal 2022.

The 2022 Senior Notes were fully redeemed as of July 2, 2022.

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

$659 million, respectively.

During [removed: the first quarter of] fiscal 2018, the Company acquired Kate Spade & Company, a lifestyle accessories and ready-to-wear company.

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

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

- 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 [removed: do][added: do.]

- 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 [removed: fleet][added: fleet.]

The Company achieved approximately $200 million [added: and $300 million] of [added: annual] gross run rate expense savings in fiscal 2021 and [removed: remains on track to realize gross run-rate savings of $300 million.][added: fiscal 2022, respectively.]

While the ongoing pandemic continues to present challenges, such as the supply chain related pressures facing the industry, [removed: store] [added: increased freight costs, temporary] closures and other additional [removed: actions] necessary [added: actions] 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 [removed: 74.0%] [added: 73.6%] of total net sales in fiscal [removed: 2021.][added: 2022.]

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

This segment represented [removed: 21.1%] [added: 21.6%] of total net sales in fiscal [removed: 2021.][added: 2022.]

- Stuart Weitzman includes global sales of Stuart Weitzman brand products primarily through Stuart Weitzman operated stores, [removed: including e-commerce sites,] sales to wholesale [removed: customers] [added: customers, through e-commerce sites] and through independent third party distributors.

This segment represented [removed: 4.9%] [added: 4.8%] of total net sales in fiscal [removed: 2021.][added: 2022.]

[added: Founded in 1941,] Coach is a leading design house of [removed: modern] [added: accessible] luxury accessories and lifestyle collections, with a long-standing reputation built on quality craftsmanship.

Stores — Coach operates freestanding [removed: flagship,] retail [added: stores, including flagships,] and outlet stores as well as concession shop-in-shop locations.

These stores are located in regional shopping [removed: centers,] [added: centers and] metropolitan areas throughout the world [removed: and] [added: as well as] established outlet centers.

Coach [added: operates a limited number of] flagship [removed: stores, which] [added: stores that] offer the fullest expression of the Coach [removed: brand,] [added: brand and] are located in tourist-heavy, densely populated cities globally.

[removed: Retail] [added: Kate Spade retail] stores carry an assortment of products depending on their size, location and customer preferences.

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

| [removed: Fiscal 2021] [added: Fiscal 2021] | | | | | | [removed: 354] [added: 354] | | | | | | [removed: 585] [added: 585] | | | | | | [removed: 939] [added: 939] | | |

| Net change vs. prior year | | | | | | [removed: (21)] [added: (11)] | | | | | | [removed: 2] [added: 17] | | | | | | [removed: (19)] [added: 6] | | |

| [removed: %] [added: %] change vs. prior [removed: year] [added: year] | | | | | | [removed: (5.6)] [added: (5.6)] | | [removed: %] [added: %] | | | | [removed: 0.3] [added: 0.3] | | [removed: %] [added: %] | | | | [removed: (2.0)] [added: (2.0)] | | [removed: %] [added: %] |

| Net change vs. prior year | | | | | | [removed: (11)] [added: (21)] | | | | | | [removed: 10] [added: 2] | | | | | | [removed: (1)] [added: (19)] | | |

| % change vs. prior year | | | | | | [removed: (2.7)] [added: (1.0)] | | % | | | | [removed: 1.7] [added: (3.2)] | | % | | | | [removed: (0.1)] [added: (1.7)] | | % |

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

| Net change vs. prior year | | | | | | [removed: 15,576] [added: (3)] | | | | | | [removed: 107,378] [added: (6)] | | | | | | [removed: 122,954] [added: (9)] | | |

| % change vs. prior year | | | | | | [removed: 0.9] [added: (2.1)] | | % | | | | [removed: 8.4] [added: 4.9] | | % | | | | [removed: 4.0] [added: 0.9] | | % |

| Net change vs. prior year | | | | | | [removed: (33,133)] [added: (3)] | | | | | | [removed: 48,093] [added: (10)] | | | | | | [removed: 14,960] [added: (13)] | | |

| % change vs. prior year | | | | | | [removed: (1.8)] [added: (3.6)] | | % | | | | [removed: 3.8] [added: 0.8] | | % | | | | [removed: 0.5] [added: (1.8)] | | % |

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

In fiscal [removed: 2022,] [added: 2023,] we expect minimal change in overall store count with [removed: increases] [added: a reduction] in store [removed: locations and square footage] [added: count primarily] in [removed: Greater China] [added: North America] and Japan, [removed: mostly] [added: partially] offset by [removed: a reduction] [added: increases] in store [removed: count] [added: locations and square footage] in [removed: North America.][added: Greater China.]

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

We enhance our presentation [removed: through the creation] of [removed: shop-in-shops with] proprietary Coach brand fixtures within the department store [removed: environment.][added: environment in select locations.]

The wholesale business for Coach [removed: brand] comprised approximately [removed: 9%] [added: 10%] of total segment net sales for fiscal [removed: 2021.][added: 2022.]

As of July [removed: 3, 2021,] [added: 2, 2022,] Coach's products are sold in over approximately 1,700 wholesale and distributor locations globally.

As of July [removed: 3, 2021] [added: 2, 2022] and [removed: June 27, 2020,] [added: July 3, 2021,] Coach did not have any customers who individually accounted for more than 10% of the segment's total net sales.

Stores — Kate Spade operates freestanding [removed: flagship, specialty] retail [added: stores, including flagships,] and outlet stores as well as concession shop-in-shops.

Kate Spade [added: operates a limited number of] flagship [removed: locations,] [added: locations] which offer the fullest expression of the Kate Spade [removed: brand,] [added: brand and] are located in key strategic markets including tourist-heavy, densely populated cities globally.

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

| [removed: Fiscal 2021] [added: Fiscal 2021] | | | | | | [removed: 210] [added: 210] | | | | | | [removed: 197] [added: 197] | | | | | | [removed: 407] [added: 407] | | |

| [removed: Net] [added: Net] change vs. prior [removed: year] [added: year] | | | | | | [removed: (3)] [added: (9)] | | | | | | [removed: (10)] [added: 5] | | | | | | [removed: (13)] [added: (4)] | | |

In fiscal 2020, the Company announced and embarked on a strategic multi-year growth plan (the "Acceleration Program").

The Company does not expect to incur expenses related to the Acceleration Program in the fiscal year ending July 1, 2023 ("fiscal 2023").

The outbreak of Covid-19 has continued to impact a significant majority of the regions in which we operate, resulting in significant global business disruptions.

| Fiscal 2022 | | | | | | 343 | | | | | | 602 | | | | | | 945 | | |

| Fiscal 2022 | | | | | | 1,659,813 | | | | | | 1,358,981 | | | | | | 3,018,794 | | |

| Fiscal 2021 | | | | | | 1,694,716 | | | | | | 1,296,003 | | | | | | 2,990,719 | | |

| Fiscal 2022 | | | | | | 4,839 | | | | | | 2,257 | | | | | | 3,194 | | |

| Fiscal 2021 | | | | | | 4,787 | | | | | | 2,215 | | | | | | 3,185 | | |

We continue to closely monitor inventories held by our wholesale customers in an effort to optimize inventory levels across wholesale doors.

| Fiscal 2022 | | | | | | 207 | | | | | | 191 | | | | | | 398 | | |

| Fiscal 2022 | | | | | | 592,649 | | | | | | 275,287 | | | | | | 867,936 | | |

| Fiscal 2022 | | | | | | 2,863 | | | | | | 1,441 | | | | | | 2,181 | | |

We continue to closely monitor inventories held by our wholesale customers in an effort to optimize inventory levels across wholesale doors.

| | | | | | | North America | | | | | | International | | | | | | Total | | |

| Fiscal 2022 | | | | | | 39 | | | | | | 61 | | | | | | 100 | | |

| Fiscal 2022 | | | | | | 74,836 | | | | | | 84,070 | | | | | | 158,906 | | |

| Fiscal 2022 | | | | | | 1,919 | | | | | | 1,378 | | | | | | 1,589 | | |

We continue to closely monitor inventories held by our wholesale customers in an effort to optimize inventory levels across wholesale doors.

| Coach | | | | | | Jewelry and Soft Accessories | | | | | | Centric | | | | | | 2024 | | |

| Kate Spade | | | | | | Sleepwear | | | | | | Komar | | | | | | 2025 | | |

| Kate Spade | | | | | | Fragrance | | | | | | Interparfums | | | | | | 2030 | | |

In addition, for manufacturers of finished goods we request a social compliance report that was conducted within six months of the date of submission.

Suppliers that fail to meet our standards are not approved until an acceptable report is provided.

Product fulfillment occurs at facilities throughout the world that are either company run or managed by third parties.

In North America we maintain fulfillment centers in Jacksonville, Florida, and West Chester, Ohio, operated by Tapestry.

Globally we utilize fulfillment centers in mainland China, the Netherlands, the United Kingdom, and Spain, owned and operated by third-parties.

These facilities utilize automated warehouse management systems that interface to our Enterprise Resource Planning ("ERP") system.

The Kate Spade North America rollout is in-progress, and expected to be completed in the first quarter of fiscal 2023.

In fiscal 2022, due to the increased in-transit times, the Company started to build inventory in the fourth fiscal quarter for the fiscal 2023 winter and holiday season.

For example, we have historically received benefits from duty-free imports on certain products from certain countries pursuant to the U.S. General System of Preferences ("GSP") program.

The GSP program expired in the third quarter of fiscal 2021, resulting in additional duties that have negatively impacted gross margin.

agencies which control the quality and safety of the Company’s products.

The product categories in which we operate are highly competitive.

In varying degrees, depending on the product category involved, we compete on the basis of style, price, customer service, quality, brand prestige and recognition, among others.

We believe, however, that we have significant competitive advantages because of the recognition of our brands and the acceptance of our brands by consumers.

We have also committed to setting science-based emissions reduction targets in line with Science Based Targets initiative (SBTi's) criteria and 1.5⁰C.

Tapestry's Governance and Nominations Committee of the Board receives quarterly updates on sustainability strategy, including climate-related topics, progress towards the 2025 goals and other ESG related initiatives.

- Talent. Attracting, retaining and developing top talent with a compelling and fulfilling employee experience.

- Community. Serve the communities in which we live and work through strategic partnerships that advance EI&D priorities.

In fiscal 2022 the Company appointed a Chief Inclusion and Social Impact Officer, a newly created position to continue to shape and deliver the Company's EI&D strategy and oversee the Company's social impact efforts through advocacy, philanthropy and volunteerism.

Acceleration Program

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

Our business has been significantly impacted by Covid-19.

| Fiscal 2019 | | | | | | 391 | | | | | | 595 | | | | | | 986 | | |

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

| Fiscal 2019 | | | | | | 1,802,410 | | | | | | 1,304,618 | | | | | | 3,107,028 | | |

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

| Fiscal 2019 | | | | | | 4,610 | | | | | | 2,193 | | | | | | 3,151 | | |

Consumers also have the ability to place e-commerce orders through point-of-sale mobile devices located within our retail stores.

We continue to closely manage inventories in this channel given the current highly promotional environment at point-of-sale.

We utilize automatic replenishment with major accounts in an effort to optimize inventory levels across wholesale doors.

| Fiscal 2019 | | | | | | 213 | | | | | | 194 | | | | | | 407 | | |

| Fiscal 2019 | | | | | | 578,649 | | | | | | 267,349 | | | | | | 845,998 | | |

| Fiscal 2019 | | | | | | 2,717 | | | | | | 1,378 | | | | | | 2,079 | | |

(1) Fiscal 2019 includes the addition of 21 stores acquired as a result of the Kate Spade distributor acquisitions in Australia, Malaysia and Singapore.

The most significant wholesale partnerships primarily include sales of kate spade new york products.

| Fiscal 2019 | | | | | | 71 | | | | | | 76 | | | | | | 147 | | |

| Fiscal 2019 | | | | | | 125,336 | | | | | | 90,300 | | | | | | 215,636 | | |

| Fiscal 2019 | | | | | | 1,765 | | | | | | 1,188 | | | | | | 1,467 | | |

(1) Fiscal 2019 includes the addition of 18 stores acquired as a result of the distributor acquisitions in Southern China and Australia.

| Coach | | | | | | Jewelry | | | | | | Centric | | | | | | 2022 | | |

In fiscal year 2021, the Company took actions to reduce its SKU counts by 40% to 45% in order to optimize its product assortment to drive profitability.

One of our keys to success lies in the rigorous selection of raw materials.

Compliance with quality control standards is monitored through on-site quality inspections at independent manufacturing facilities.

The level of products manufactured in each country is expected to change for Coach and Kate Spade during fiscal 2022 as the brands continue to further diversify their supply chains globally.

North America product fulfillment occurs at our facilities in the U.S. and Canada, which utilize our automated warehouse management system and electronic data interchange system, while the unique requirements of the direct to consumer business are supported by our order management and e-commerce sites as well as distribution systems operated by a third-party.

The Company leverages other third party service providers as needed for product fulfillment in periods of high demand.

Refer to Item 2.

“Properties” for the Company’s key fulfillment centers.

In fiscal 2021, we successfully migrated the majority of our technology infrastructure to be cloud based.

As part of our efforts to further streamline our information systems as part of a multi-brand platform, in fiscal 2020, the Company completed its multi-year Enterprise Resource Planning ("ERP") implementation, which supports the flow of information across all our brands and functions, including:

- Deployment of global finance, accounting, supply chain and human resource information systems across all brands.

- Implementation of a global consolidation system, which provides a common platform for financial reporting.

Refer to Item 1A.

"Risk Factors,*"* for further information as it relates to the Company's ERP system implementation efforts.

The global premium women's and men's handbag, accessories and footwear categories are highly competitive.

We have also committed to procure 100% renewable energy in the Company’s stores, offices and fulfillment centers by 2025.

During fiscal 2021, the Governance and Nominations Committee of the Board received quarterly updates on sustainability strategy.

We’re always on a journey to becoming our best, but you can count on this: Here, everyone's voice is valued, ambitions are supported, and work is recognized.

- Talent. Attract, retain and reward top diverse talent and enable them to thrive, personally and professionally in our global community.

Information regarding legal proceedings is set forth in Note 13, Commitments and Contingencies, of the "Notes to Consolidated Financial Statements" and is incorporated herein by reference.

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

As part of Tapestry’s policing program for its intellectual property rights, from time to time, the Company files lawsuits in the U.S. and abroad alleging acts of trademark counterfeiting, trademark infringement, patent infringement, trade dress infringement, copyright infringement, unfair competition, trademark dilution and/or state or foreign law claims.

At any given point in time, Tapestry may have a number of such actions pending.

These actions often result in seizure of counterfeit merchandise and/or out of court settlements with defendants.

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

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

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

For the Fiscal Year Ended July [removed: 3, 2021][added: 2, 2022]

The aggregate market value of Tapestry, Inc. common stock held by non-affiliates as of December [removed: 24, 2020] [added: 31, 2021] (the last business day of the most recently completed second fiscal quarter) was approximately [removed: $8.6] [added: $10.6] billion.

On August [removed: 6, 2021,] [added: 5, 2022,] the Registrant had [removed: 279,575,180] [added: 241,218,609] shares of common stock outstanding.

| Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders | | | | | | Part III, Items 10 – 14 | | |

| [Item [removed: 1.](#ieef67777530148d796540ebcbefbef71_16)] [added: 1.](#i3fe0231415d74655827c5478bda4a07f_16)] | | | [removed: [Business](#ieef67777530148d796540ebcbefbef71_16)] [added: [Business](#i3fe0231415d74655827c5478bda4a07f_16)] | | | [removed: [2](#ieef67777530148d796540ebcbefbef71_16)] [added: [2](#i3fe0231415d74655827c5478bda4a07f_16)] | | |

| [Item [removed: 1A.](#ieef67777530148d796540ebcbefbef71_19)] [added: 1A.](#i3fe0231415d74655827c5478bda4a07f_19)] | | | [Risk [removed: Factors](#ieef67777530148d796540ebcbefbef71_19)] [added: Factors](#i3fe0231415d74655827c5478bda4a07f_19)] | | | [removed: [17](#ieef67777530148d796540ebcbefbef71_19)] [added: [16](#i3fe0231415d74655827c5478bda4a07f_19)] | | |

| [Item [removed: 1B.](#ieef67777530148d796540ebcbefbef71_22)] [added: 1B.](#i3fe0231415d74655827c5478bda4a07f_22)] | | | [Unresolved Staff [removed: Comments](#ieef67777530148d796540ebcbefbef71_22)] [added: Comments](#i3fe0231415d74655827c5478bda4a07f_22)] | | | [removed: [29](#ieef67777530148d796540ebcbefbef71_22)] [added: [29](#i3fe0231415d74655827c5478bda4a07f_22)] | | |

| [Item [removed: 2.](#ieef67777530148d796540ebcbefbef71_25)] [added: 2.](#i3fe0231415d74655827c5478bda4a07f_25)] | | | [removed: [Properties](#ieef67777530148d796540ebcbefbef71_25)] [added: [Properties](#i3fe0231415d74655827c5478bda4a07f_25)] | | | [removed: [30](#ieef67777530148d796540ebcbefbef71_25)] [added: [30](#i3fe0231415d74655827c5478bda4a07f_25)] | | |

| [Item [removed: 3.](#ieef67777530148d796540ebcbefbef71_28)] [added: 3.](#i3fe0231415d74655827c5478bda4a07f_28)] | | | [Legal [removed: Proceedings](#ieef67777530148d796540ebcbefbef71_28)] [added: Proceedings](#i3fe0231415d74655827c5478bda4a07f_28)] | | | [removed: [30](#ieef67777530148d796540ebcbefbef71_28)] [added: [30](#i3fe0231415d74655827c5478bda4a07f_28)] | | |

| [Item [removed: 4.](#ieef67777530148d796540ebcbefbef71_31)] [added: 4.](#i3fe0231415d74655827c5478bda4a07f_31)] | | | [Mine Safety [removed: Disclosures](#ieef67777530148d796540ebcbefbef71_31)] [added: Disclosures](#i3fe0231415d74655827c5478bda4a07f_31)] | | | [removed: [30](#ieef67777530148d796540ebcbefbef71_31)] [added: [30](#i3fe0231415d74655827c5478bda4a07f_31)] | | |

| [Item [removed: 5.](#ieef67777530148d796540ebcbefbef71_37)] [added: 5.](#i3fe0231415d74655827c5478bda4a07f_37)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ieef67777530148d796540ebcbefbef71_37)] [added: Securities](#i3fe0231415d74655827c5478bda4a07f_37)] | | | [removed: [31](#ieef67777530148d796540ebcbefbef71_37)] [added: [31](#i3fe0231415d74655827c5478bda4a07f_37)] | | |

| [Item [removed: 7.](#ieef67777530148d796540ebcbefbef71_43)] [added: 7.](#i3fe0231415d74655827c5478bda4a07f_46)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ieef67777530148d796540ebcbefbef71_43)] [added: Operations](#i3fe0231415d74655827c5478bda4a07f_46)] | | | [removed: [34](#ieef67777530148d796540ebcbefbef71_43)] [added: [33](#i3fe0231415d74655827c5478bda4a07f_46)] | | |

| [Item [removed: 7A.](#ieef67777530148d796540ebcbefbef71_67)] [added: 7A.](#i3fe0231415d74655827c5478bda4a07f_70)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ieef67777530148d796540ebcbefbef71_67)] [added: Risk](#i3fe0231415d74655827c5478bda4a07f_70)] | | | [removed: [56](#ieef67777530148d796540ebcbefbef71_67)] [added: [52](#i3fe0231415d74655827c5478bda4a07f_70)] | | |

| [Item [removed: 8.](#ieef67777530148d796540ebcbefbef71_70)] [added: 8.](#i3fe0231415d74655827c5478bda4a07f_73)] | | | [Financial Statements and Supplementary [removed: Data](#ieef67777530148d796540ebcbefbef71_70)] [added: Data](#i3fe0231415d74655827c5478bda4a07f_73)] | | | [removed: [57](#ieef67777530148d796540ebcbefbef71_70)] [added: [53](#i3fe0231415d74655827c5478bda4a07f_73)] | | |

| [Item [removed: 9.](#ieef67777530148d796540ebcbefbef71_73)] [added: 9.](#i3fe0231415d74655827c5478bda4a07f_76)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ieef67777530148d796540ebcbefbef71_73)] [added: Disclosure](#i3fe0231415d74655827c5478bda4a07f_76)] | | | [removed: [57](#ieef67777530148d796540ebcbefbef71_73)] [added: [53](#i3fe0231415d74655827c5478bda4a07f_76)] | | |

| [Item [removed: 9A.](#ieef67777530148d796540ebcbefbef71_76)] [added: 9A.](#i3fe0231415d74655827c5478bda4a07f_79)] | | | [Controls and [removed: Procedures](#ieef67777530148d796540ebcbefbef71_76)] [added: Procedures](#i3fe0231415d74655827c5478bda4a07f_79)] | | | [removed: [57](#ieef67777530148d796540ebcbefbef71_76)] [added: [53](#i3fe0231415d74655827c5478bda4a07f_79)] | | |

| [Item [removed: 9B.](#ieef67777530148d796540ebcbefbef71_79)] [added: 9B.](#i3fe0231415d74655827c5478bda4a07f_82)] | | | [Other [removed: Information](#ieef67777530148d796540ebcbefbef71_79)] [added: Information](#i3fe0231415d74655827c5478bda4a07f_82)] | | | [removed: [57](#ieef67777530148d796540ebcbefbef71_79)] [added: [54](#i3fe0231415d74655827c5478bda4a07f_82)] | | |

| [Item [removed: 10.](#ieef67777530148d796540ebcbefbef71_85)] [added: 10.](#i3fe0231415d74655827c5478bda4a07f_88)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ieef67777530148d796540ebcbefbef71_85)] [added: Governance](#i3fe0231415d74655827c5478bda4a07f_88)] | | | [removed: [58](#ieef67777530148d796540ebcbefbef71_85)] [added: [55](#i3fe0231415d74655827c5478bda4a07f_88)] | | |

| [Item [removed: 11.](#ieef67777530148d796540ebcbefbef71_88)] [added: 11.](#i3fe0231415d74655827c5478bda4a07f_91)] | | | [Executive [removed: Compensation](#ieef67777530148d796540ebcbefbef71_88)] [added: Compensation](#i3fe0231415d74655827c5478bda4a07f_91)] | | | [removed: [58](#ieef67777530148d796540ebcbefbef71_88)] [added: [55](#i3fe0231415d74655827c5478bda4a07f_91)] | | |

| [Item [removed: 12.](#ieef67777530148d796540ebcbefbef71_91)] [added: 12.](#i3fe0231415d74655827c5478bda4a07f_94)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ieef67777530148d796540ebcbefbef71_91)] [added: Matters](#i3fe0231415d74655827c5478bda4a07f_94)] | | | [removed: [58](#ieef67777530148d796540ebcbefbef71_91)] [added: [55](#i3fe0231415d74655827c5478bda4a07f_94)] | | |

| [Item [removed: 13.](#ieef67777530148d796540ebcbefbef71_94)] [added: 13.](#i3fe0231415d74655827c5478bda4a07f_97)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ieef67777530148d796540ebcbefbef71_94)] [added: Independence](#i3fe0231415d74655827c5478bda4a07f_97)] | | | [removed: [58](#ieef67777530148d796540ebcbefbef71_94)] [added: [55](#i3fe0231415d74655827c5478bda4a07f_97)] | | |

| [Item [removed: 14.](#ieef67777530148d796540ebcbefbef71_97)] [added: 14.](#i3fe0231415d74655827c5478bda4a07f_100)] | | | [Principal Accounting Fees and [removed: Services](#ieef67777530148d796540ebcbefbef71_97)] [added: Services](#i3fe0231415d74655827c5478bda4a07f_100)] | | | [removed: [58](#ieef67777530148d796540ebcbefbef71_97)] [added: [55](#i3fe0231415d74655827c5478bda4a07f_100)] | | |

| [Item [removed: 15.](#ieef67777530148d796540ebcbefbef71_103)] [added: 15.](#i3fe0231415d74655827c5478bda4a07f_106)] | | | [removed: [Exhibits, Financial] [added: [Exhibits](#i3fe0231415d74655827c5478bda4a07f_106) [and](#i3fe0231415d74655827c5478bda4a07f_106) [Financial] Statement [removed: Schedules](#ieef67777530148d796540ebcbefbef71_103)] [added: Schedules](#i3fe0231415d74655827c5478bda4a07f_106)] | | | [removed: [59](#ieef67777530148d796540ebcbefbef71_103)] [added: [56](#i3fe0231415d74655827c5478bda4a07f_106)] | | |

In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "may," "can," "continue," "project," "should," "expect," "confidence," [added: "goals,"] "trends," "anticipate," "intend," "estimate," "on track," [added: "future,"] "well positioned to," "plan," "potential," "position," "believe," "seek," "see," "will," "would," "target," similar expressions, and variations or negatives of these words.

Tapestry, Inc.’s actual results could differ materially from the results contemplated by these forward-looking statements and are subject to a number of risks, uncertainties, estimates and assumptions that may cause actual results to differ materially from current expectations due to a number of factors, including those discussed in the sections of this Form 10-K filing entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These factors include, but are not limited to: (i) the impact of the [removed: novel] [added: ongoing] coronavirus ("Covid-19") global pandemic on our business and financial results, including impacts on our supply chain due to temporary closures of our manufacturing [removed: partners and] [added: partners, price increases, temporary store closures, as well as production,] shipping and fulfillment constraints; (ii) [added: the impact of economic conditions; (iii)] our ability to successfully execute our multi-year growth agenda under our Acceleration Program; [removed: (iii) the impact of economic conditions;] (iv) our ability to control costs; (v) our exposure to international risks, including currency fluctuations and changes in economic or political conditions in the markets where we sell or source our products; (vi) the risk of cyber security threats and privacy or data security breaches; (vii) the effect of existing and new competition in the marketplace; (viii) our ability to retain the value of our brands and to respond to changing fashion and retail trends in a timely manner, including our ability to execute on our e-commerce and digital strategies; (ix) the effect of seasonal and quarterly fluctuations on our sales or operating results; (x) our ability to protect against infringement of our trademarks and other proprietary rights; (xi) the impact of tax and other legislation; (xii) our ability to achieve intended benefits, cost savings and synergies from acquisitions; (xiii) the risks associated with potential changes to international trade agreements and the imposition of additional duties on importing our products; (xiv) the impact of pending and potential future legal proceedings; and (xv) the risks associated with climate change and other corporate responsibility issues.

*In this Form 10-K, references to “we,” “our,” “us,” "Tapestry" and the “Company” refer to Tapestry, Inc., including consolidated subsidiaries as of July [removed: 3, 2021] [added: 2, 2022] ("fiscal [removed: 2021").][added: 2022").]

[removed: The fiscal year ended] [added: Fiscal 2022 was a 52-week period,] July 3, 2021 ("fiscal 2021") was a 53-week period, [added: and] June 27, 2020 ("fiscal 2020") [removed: and June 29, 2019 ("fiscal 2019") were] [added: was a] 52-week [removed: periods.*][added: period.*]

| [Item 6.](#i3fe0231415d74655827c5478bda4a07f_43) | | | [Reserved](#i3fe0231415d74655827c5478bda4a07f_43) | | | [32](#i3fe0231415d74655827c5478bda4a07f_43) | | |

| [Item 9C.](#i3fe0231415d74655827c5478bda4a07f_1875) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i3fe0231415d74655827c5478bda4a07f_1875) | | | [54](#i3fe0231415d74655827c5478bda4a07f_1875) | | |

| [Item 16.](#i3fe0231415d74655827c5478bda4a07f_1882) | | | [Form 10-K Summary](#i3fe0231415d74655827c5478bda4a07f_1882) | | | [56](#i3fe0231415d74655827c5478bda4a07f_1882) | | |

| [Signatures](#i3fe0231415d74655827c5478bda4a07f_109) | | | | | | [57](#i3fe0231415d74655827c5478bda4a07f_109) | | |

| [Item 6.](#ieef67777530148d796540ebcbefbef71_3848290699253) | | | [Selected Financial Data](#ieef67777530148d796540ebcbefbef71_3848290699253) | | | [33](#ieef67777530148d796540ebcbefbef71_3848290699253) | | |

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

The following table sets forth the location, use and size of the Company's key fulfillment, corporate and product development facilities as of July [removed: 3, 2021.][added: 2, 2022.]

| Chiba, Japan | | | | | | Japan regional fulfillment | | | | | | [removed: 244,000] [added: 278,000] | | | | | |

| Hong Kong SAR, China | | | | | | Coach sourcing and quality control | | | | | | [removed: 17,000] [added: 8,500] | | | | | |

| Dongguan, China | | | | | | Corporate sourcing, quality control and product development | | | | | | [removed: 16,700] [added: 17,000] | | | | | |

| Singapore | | | | | | Coach Singapore regional management, sourcing and quality control | | | | | | [removed: 12,600] [added: 8,700] | | | | | |

These leases expire at various times through fiscal [removed: 2033.][added: 2034.]

| Tokyo, Japan | | | | | | Kate Spade Japan regional management | | | | | | 11,000 | | | | | |

| Montreal, Canada | | | | | | Stuart Weitzman Canada regional management and fulfillment | | | | | | 9,100 | | | | | |

As of August [removed: 6, 2021,] [added: 5, 2022,] there were [removed: 2,039] [added: 1,971] 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: 3, 2021,] [added: 15, 2022,] 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 [removed: “peer set" companies listed below] [added: S&P 500 Apparel, Accessories & Luxury Goods Index] over the five-fiscal-year period ending July [removed: 3, 2021,] [added: 2, 2022,] the last day of Tapestry’s most recent fiscal year.

The graph assumes that $100 was invested on July [removed: 2, 2016] [added: 1, 2017] at the per share closing price in each of Tapestry’s common stock, the S&P 500 Stock Index and [removed: a peer set index tracking] the [removed: peer group companies listed below,] [added: S&P 500 Apparel, Accessories & Luxury Goods Index,] and that all dividends were reinvested.

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

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

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

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

[removed: ][added: ]

| | | | | | | Fiscal [removed: 2016] [added: 2017] | | | | | | Fiscal [removed: 2017] [added: 2018] | | | | | | Fiscal [removed: 2018] [added: 2019] | | | | | | Fiscal [removed: 2019] [added: 2020] | | | | | | Fiscal [removed: 2020] [added: 2021] | | | | | | Fiscal [removed: 2021] [added: 2022] | | |

During fiscal 2022, the Company moved to using the S&P 500 Apparel, Accessories & Luxury Goods Index.

The Company's old peer group consisted of:

- L Brands, Inc. (subsequent to August 2, 2021, Bath and Body Works, Inc.)

Tapestry management selected the S&P 500 Apparel, Accessories & Luxury Goods Index on an industry/line-of-business basis and believes this updated index represents good faith comparables based on their history, size, and business models in relation to Tapestry, Inc.

| TPR | | | | | | $100.00 | | | | | | $101.68 | | | | | | $71.66 | | | | | | $29.59 | | | | | | $100.57 | | | | | | $74.54 | | |

| S&P 500 Apparel, Accessories & Luxury Goods | | | | | | $100.00 | | | | | | $128.77 | | | | | | $113.77 | | | | | | $62.77 | | | | | | $120.39 | | | | | | $70.14 | | |

| Former Set | | | | | | $100.00 | | | | | | $138.05 | | | | | | $147.52 | | | | | | $120.08 | | | | | | $227.37 | | | | | | $162.44 | | |

| S&P 500 | | | | | | $100.00 | | | | | | $114.37 | | | | | | $126.29 | | | | | | $131.74 | | | | | | $193.63 | | | | | | $172.67 | | |

The Company's share repurchases during the fourth quarter of fiscal 2022 were as follows:

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

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

| Fiscal Period | | | | | | Total Number of Shares Repurchased | | | | | | Average Price per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | | | | | | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(1) | | |

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

| April 3, 2022 - May 7, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| May 8, 2022 - June 4, 2022 | | | | | | 6,429,521 | | | | | | 32.69 | | | | | | 6,429,521 | | | | | | 1,640.0 | | |

| June 5, 2022 - July 2, 2022 | | | | | | 4,254,968 | | | | | | 32.90 | | | | | | 4,254,968 | | | | | | 1,500.0 | | |

| Total | | | | | | 10,684,489 | | | | | | | | | | | | 10,684,489 | | | | | | | | |

(1) On November 11, 2021, the Company announced the Board of Directors authorized a common stock repurchase program to repurchase up to $1.00 billion of its outstanding common stock (the "2021 Share Repurchase Program").

On May 12, 2022, the Company announced that its Board of Directors authorized the additional repurchase of up to $1.50 billion of its outstanding common stock (the "2022 Share Repurchase Program").

This authorization is incremental to the Company's existing authorization.

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

- L Brands, Inc.

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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 | | |

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

The Company did not repurchase any shares of common stock during the fourth quarter of fiscal 2021.

As of July 3, 2021, the Company had $600 million availability remaining in the stock repurchase program.

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

The Company is restricted from engaging in share buybacks during the Covenant Relief Period under Amendment No.1 to its Credit Facility.

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

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 July [removed: 3, 2021.][added: 2, 2022.]

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 July [removed: 3, 2021] [added: 2, 2022] 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 July [removed: 3, 2021] [added: 2, 2022] as included elsewhere herein.

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

PART III

None.

PART III

The information required to be included by Item 10 of Form 10-K will be included in the Proxy Statement for the [removed: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] Annual Meeting of Stockholders.

SIGNATURES

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

TAPESTRY, INC.

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

| Date: August 19, 2021 | | | By: | | | /s/ Joanne C. Crevoiserat | | |

| | | | | | | Name: Joanne C. Crevoiserat Title: Chief Executive Officer | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below on August 19, 2021.

| Signature | | | | | | Title | | |

| /s/ Joanne C. Crevoiserat | | | | | | Chief Executive Officer | | |

| Joanne C. Crevoiserat | | | | | | (Principal Executive Officer) | | |

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

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

| /s/ Manesh B. Dadlani | | | | | | Corporate Controller | | |

| Manesh B. Dadlani | | | | | | (Principal Accounting Officer) | | |

| /s/ Susan Kropf | | | | | | Independent Chair, Board of Directors | | |

| Susan Kropf | | | | | | | | |

| /s/ John P. Bilbrey | | | | | | Director | | |

| John P. Bilbrey | | | | | | | | |

| /s/ Darrell Cavens | | | | | | Director | | |

| Darrell Cavens | | | | | | | | |

| /s/ David Denton | | | | | | Director | | |

| David Denton | | | | | | | | |

| /s/ Anne Gates | | | | | | Director | | |

| Anne Gates | | | | | | | | |

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

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

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

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

| /s/ Annabelle Yu Long | | | | | | Director | | |

| Annabelle Yu Long | | | | | | | | |

| /s/ Ivan Menezes | | | | | | Director | | |

| Ivan Menezes | | | | | | | | |

TAPESTRY, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION

| | | | | | |

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

| | | | Page Number | | |

| [Reports of Independent Registered Public Accounting Firm](#ieef67777530148d796540ebcbefbef71_112) | | | [62](#ieef67777530148d796540ebcbefbef71_112) | | |

| Consolidated Financial Statements: | | | | | |

None.

SIGNATURES

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

TAPESTRY, INC.

| | | | | | | | | |

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

| Date: August 18, 2022 | | | By: | | | /s/ Joanne C. Crevoiserat | | |

| | | | | | | Name: Joanne C. Crevoiserat Title: Chief Executive Officer | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below on August 18, 2022.

| | | | | | | | | |

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

| Signature | | | | | | Title | | |

| | | | | | | | | |

| /s/ Joanne C. Crevoiserat | | | | | | Chief Executive Officer | | |

| Joanne C. Crevoiserat | | | | | | (Principal Executive Officer) | | |

| | | | | | | | | |

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

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

| | | | | | | | | |

| /s/ Manesh B. Dadlani | | | | | | Corporate Controller | | |

| Manesh B. Dadlani | | | | | | (Principal Accounting Officer) | | |

| | | | | | | | | |

| /s/ Anne Gates | | | | | | Independent Chair, Board of Directors | | |

| Anne Gates | | | | | | | | |

| | | | | | | | | |

| /s/ John P. Bilbrey | | | | | | Director | | |

| John P. Bilbrey | | | | | | | | |

| | | | | | | | | |

| /s/ Darrell Cavens | | | | | | Director | | |

| Darrell Cavens | | | | | | | | |

| | | | | | | | | |

| /s/ David Denton | | | | | | Director | | |

| David Denton | | | | | | | | |

| | | | | | | | | |

| /s/ Johanna W. Faber | | | | | | Director | | |

| Johanna W. Faber | | | | | | | | |

| | | | | | | | | |

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

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

| | | | | | | | | |