Tapestry (TPR) 10-K risk factor changes: FY2023 vs FY2022

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

The [removed: impacts of] Covid-19 [added: pandemic has had, and may] continue to [removed: materially adversely] [added: have, a significant] impact [added: on] our operations, cash flow and liquidity.

The virus has impacted all regions [added: that we operate in] around the world, resulting in restrictions and shutdowns implemented by national, state, and local authorities.

Throughout fiscal years 2021 [removed: and 2022,] [added: through 2023,] the vast majority of the Company’s stores were opened and have continued to [removed: operate.][added: operate, however, some store locations have experienced temporary re-closures or operated under tighter restrictions in compliance with local government regulations.]

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

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

Demand for our products, and consumer spending in the premium handbag, footwear and accessories categories generally, is [added: or may be] significantly impacted by trends in consumer confidence, general economic and business conditions, high levels of unemployment, periods of inflation, health [removed: pandemics (such as the ongoing Covid-19 pandemic),] [added: pandemics,] interest rates, foreign currency exchange rates, the availability of consumer credit, and taxation.

We operate on a global basis, with approximately [removed: 37.6%] [added: 39.3%] of our net sales coming from operations outside of United States [removed: as of the end of] [added: for] fiscal year [removed: 2022.][added: 2023.]

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

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

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

- political, civil and social [removed: unrest, such as the ongoing crisis in Ukraine;] [added: unrest;] and

- continued disruptions or delays in shipments whether due to port congestion, logistics carrier [removed: disruption,] [added: disruption (including as a result of labor disputes),] other shipping capacity constraints or other factors, which has and may continue to result in significantly increased inbound freight costs and increased in-transit times;

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

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

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

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

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

If any of these centers were to shut down or otherwise become inoperable or inaccessible for any reason, [removed: including as a result of the ongoing Covid-19 pandemic,] we could suffer a substantial loss of inventory and/or disruptions of deliveries to our retail and wholesale customers.

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

In North America we maintain fulfillment centers in Jacksonville, Florida, [removed: and] Westchester, [removed: Ohio,] [added: Ohio and Las Vegas, Nevada,] operated by Tapestry.

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

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

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

The success of our retail stores located within malls and shopping centers may be impacted by [removed: (1) closures, operating restrictions, store capacity restrictions and] [added: (i)] changes in consumer shopping [removed: behavior as] [added: behavior, closures, operating restrictions and store capacity restrictions; (ii) reduced travel resulting from economic conditions (including] a [removed: result of the Covid-19 pandemic; (2)] [added: recession or inflationary pressures); (iii)] the location of the store within the mall or shopping center; [removed: (3)] [added: (iv)] surrounding tenants or vacancies; [removed: (4)] [added: (v)] increased competition in areas where malls or shopping centers are located; [removed: (5)] [added: (vi)] the amount spent on advertising and promotion to attract consumers to the mall; and [removed: (6)] [added: (vii)] a shift towards online shopping resulting in a decrease in mall traffic.

Our success and growth also depends on the continued development of our omni-channel presence for each of our brands globally, leaning into global digital opportunities for each brand, along with continued bricks and mortar expansion in select international regions, notably [removed: mainland] [added: Greater] China.

Further, expanding in certain markets may have upfront investment costs that may not be accompanied by sufficient [added: revenues to achieve typical or expected operational and financial performance and therefore may be dilutive to our brands in the short-term.]

This requires investment in new technologies and reliance on [removed: third party] [added: third-party] digital partners, over which we may have limited control.

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 [removed: third party] [added: third-party] operated fulfillment facilities.

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

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

The successful [removed: incorporation] [added: implementation] of [removed: our Acceleration Program] [added: the Company’s 2025 growth strategy, futurespeed,] is key to the long-term success of our business.

However, there is no assurance that we will be able to sustain such efforts in accordance with our plans, that such [added: efforts will result in the intended or otherwise desirable outcomes or that such efforts, even if successfully 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" [removed: and Note 5, "Restructuring Activities,"] for further information regarding [removed: the Acceleration Program.][added: *future*speed*.*]

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

- ensuring product availability and optimizing supply chain efficiencies with [removed: third party] [added: third-party] suppliers and retailers;

- protecting our trademarks and design patents; [removed: and]

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

In addition, [removed: ongoing] [added: the remaining] 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.

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

During the first half of fiscal 2023, the Company's results in Greater China were adversely impacted as a result of the Covid-19 pandemic.

Starting in December 2022, certain government restrictions were lifted and business trends have improved in the region.

Although the impact of the Covid-19 pandemic during fiscal 2023 has generally been less significant than those experienced in fiscal years 2021 and 2022, we cannot predict for how long and to what extent the Covid-19 pandemic may continue to impact our business, financial condition, and results of operations.

We continue to monitor the latest developments regarding the Covid-19 pandemic and potential impacts on our business, operating results and outlook.

The impact of regulations imposed in the future in response to the Covid-19 pandemic or other public health crises, could, among other things, require that we close our stores or distribution centers or otherwise make it difficult or impossible to operate our business.

- geopolitical instability (such as the uncertainty in U.S.-China relations);

Building on the success of the Company’s strategic growth plan from fiscal 2020 through fiscal 2022, the Company introduced its 2025 growth strategy, *future*speed, in the first quarter of fiscal 2023, which is designed to amplify and extend the competitive advantages of the brands, with a focus on four strategic priorities: (i) Building Lasting Customer Relationships; (ii) Fueling Fashion Innovation & Product Excellence; (iii) Delivering Compelling Omni-Channel Experiences; and (iv) Powering Global Growth.

The Company believes that its intentional focus positions Tapestry to drive sustainable, profitable growth to create value for its stakeholders over time.

- adapting to changes in technology, including the successful utilization of data analytics, artificial intelligence, and machine learning; and

Our multi-brand Las Vegas, Nevada fulfillment center began operations during fiscal 2023 and is expected to become fully operational during fiscal 2024.

This opening involves configuration and implementation of a cloud-based warehouse management system, training on this and other new technology and automation and integration with existing systems.

In addition, if our fulfillment centers are not sized to meet the optimal capacity for our products or are not adequately staffed, utilized or operated, our profitability may be negatively impacted.

We also cannot guarantee that these third parties will not experience a personal data or security breach in the future, which could have a material impact on our operations.

One component of our historical growth strategy has been acquisitions, and, consistent with our longer-term capital allocation priorities, our management team expects to maintain M&A flexibility and may from time to time evaluate and consider acquisitions or other strategic investments.

We may not complete our acquisition of Capri within the time frame we anticipate or at all.

The completion of our acquisition of Capri is subject to a number of conditions, including, among others, receipt of Capri shareholder approval, receipt of certain global anti-trust clearances, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of certain other regulatory approvals.

The failure to satisfy the required conditions could delay the completion of the acquisition for a significant period of time or prevent it from occurring at all.

For example, under certain limited conditions, we and/or Capri may elect to terminate the merger agreement, which could materially and adversely affect our business and reputation.

A delay in completing the acquisition could cause us to realize some or all of the benefits later than we otherwise expect to realize them if the acquisition is successfully completed within the anticipated time frame, which could result in additional transaction costs or in other negative effects associated with uncertainty about the completion of the acquisition.

We may fail to realize all of the anticipated benefits of the Capri acquisition, and the merger or those benefits may take longer to realize than expected.

We believe that there are significant benefits and synergies that may be realized through our acquisition of Capri.

However, the efforts to realize these benefits and synergies will be a complex process and may cost more than we anticipate.

Further, our efforts to realize these benefits and synergies may disrupt both companies’ existing operations if not implemented in a timely and efficient manner.

The full benefits of the acquisition, including the anticipated sales or growth opportunities, may not be realized as expected or may not be achieved within the anticipated time frame, or at all.

Failure to achieve the anticipated benefits of the acquisition could adversely affect our results of operations or cash flows, cause dilution to our earnings per share, decrease or delay any accretive effect of the acquisition and negatively impact the price of our common stock.

In addition, we will be required post-closing to devote significant attention and resources to successfully align our business practices and operations.

This process may disrupt the businesses and, if ineffective, would limit the anticipated benefits of the acquisition.

We may be subject to litigation challenging the Capri acquisition, and an unfavorable judgment or ruling in any such lawsuits could prevent or delay the consummation of our acquisition of Capri and/or result in substantial costs.

Lawsuits related to our acquisition of Capri may be filed against us, Capri, and our respective affiliates, directors and officers.

If dismissals are not obtained or a settlement is not reached, these lawsuits could prevent or delay completion of the acquisition and/or result in substantial costs to us.

In addition, many of the countries where we and our suppliers operate continue to enact legislation and regulatory rules that address climate change and other sustainability issues, including expanded disclosure requirements on greenhouse gas emissions and other climate related information.

Consumers, trade associations, interested non-governmental organizations and other stakeholders have increased focus and emphasis on sustainable features of products and other sustainability topics, including traceability and transparency, sustainability claims and product labeling requirements, responsible sourcing and deforestation, the use of energy and water, and the recyclability or recoverability of packaging, product, and materials.

The rules and regulations and governmental oversight continue to rapidly evolve with varying degrees of complexity and scope, many that include penalties for non-compliance.

Any failure on our part to comply with sustainability related legislation, regulations and frameworks could lead to adverse consumer action, government enforcement action and private litigation.

Our ability to comply with the evolution of consumer expectations, regulations and governmental standards and legal landscape can lead to increased risk, operational costs and management time and effort.

On December 12, 2022, the European Union member states also reached agreement to implement the OECD’s reform of international taxation known as Pillar Two Global Anti-Base Erosion ("GloBE") Rules, which broadly mirror the Inflation Reduction Act by imposing a 15% global minimum tax on multinational companies.

The CAMT and GloBE are anticipated to be effective beginning in fiscal 2024 and fiscal 2025, respectively.

With respect to the 1% excise tax on net share repurchases, this provision of the Inflation Reduction Act was effective on January 1, 2023 and did not have a material impact on our financial statements.

We may be unable to protect our intellectual property and curb the sale of counterfeit merchandise, which can cause harm to our reputation and business.

Despite our efforts, our brands are still susceptible to counterfeiting.

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

However, some store locations have experienced temporary re-closures or operated under tighter restrictions in compliance with local government regulations.

Many of the Company’s wholesale partners also experienced closure of their stores or operating restrictions during the fiscal year, as required by government orders.

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.

The impact of the ongoing Covid-19 pandemic on our business 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.

While the full magnitude of the effects on our business continues to be difficult to predict, the Covid-19 pandemic has and may continue to have a material adverse impact on our business, financial condition, and results of operations.

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

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

- Travel restrictions, closures or disruptions of business and 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 has resulted and may continue to result in inventory not being available in a timely manner and/or during the appropriate season, and freight and other logistics costs, 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 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, reduced discretionary spending may result in an excess of inventory throughout the industry, which could lead to increased pressure on our gross margin in the near term if the Company has to increase promotional activity above its normal levels to sell through its existing product.

- Social distancing measures and general consumer behaviors due to the Covid-19 pandemic may continue to impact mall and store traffic even as stores return to normal operations, which may have a further negative impact on our business.

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

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

The majority of our fulfillment centers remain open and operational through the date of this report; however, such fulfillment centers may be forced to close or limit operations due to governmental mandates, health and safety concerns, or illness or absence of a substantial number of distribution center employees.

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

The Covid-19 pandemic has severely impacted and will likely continue to impact many of these factors.

Unfavorable economic conditions, as well as travel restrictions and potential changes in consumer behavior resulting from the Covid-19 pandemic, may also reduce consumers’ willingness and ability to travel to major cities and vacation destinations in which our stores are located.

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

Additionally in fiscal 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.

revenues to achieve typical or expected operational and financial performance and therefore may be dilutive to our brands in the short-term.

We have incorporated key strategies of our Acceleration 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.

In recent years, we have experienced numerous changes to our senior leadership team.

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

The Company believes the successful 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.

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

The Company believes that long-term growth and increased profitability can be realized through its strategic growth efforts over time.

efforts will result in the intended or otherwise desirable outcomes or that such efforts, even if successfully sustained, will be effective in achieving long-term growth or increased profitability.

Further, 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.

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.

One component of our growth strategy historically has been acquisitions.

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.

Further, while we believe that we

digitally.

regulatory change in the countries in which we operate.

[removed: EXECUTIVE OVERVIEW][added: OVERVIEW]

The fiscal year ended July [added: 1, 2023 was a 52-week period, July] 2, 2022 was a 52-week period, [added: and] July 3, 2021 was a 53-week [removed: period, and June 27, 2020 was a 52-week] period.

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

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

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

- *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 [removed: numerous] independent [removed: third party] [added: third-party] distributors.

Refer to Note [removed: 5, "Restructuring Activities," and the "GAAP to Non-GAAP Reconciliation," herein,] [added: 21, "Subsequent Event," herein] for further information.

The [removed: virus] [added: Covid-19 pandemic] has [added: resulted in varying degrees of business disruption for the Company since it began in fiscal 2020 and has] impacted all regions around the world, resulting in restrictions and shutdowns implemented by national, state, and local authorities.

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

During [removed: 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.

Based on these [removed: actions,] [added: actions] and [removed: the] improved production [removed: levels since the first quarter,] [added: levels,] the Company has [removed: been] [added: and expects that it will continue to be] able to meet anticipated levels of demand.

The Company has [removed: been experiencing] [added: experienced] other global [removed: logistics] [added: logistical] challenges, such as delays as a result of port congestion, vessel availability, container shortages for imported products and rising freight costs.

"Risk [removed: Factors" herein.][added: Factors".]

In the [removed: second half] [added: third quarter] 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 [removed: 2022] [added: 2023] and fiscal [removed: 2021.][added: 2022.]

Starting in the third quarter of fiscal 2022 the Company paused all wholesale shipments to [removed: Russia and Ukraine.][added: Russia.]

The Company's total business in Europe represented less than 5% of fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021] [added: 2022] total Net sales.

Current [removed: Trends] [added: Macroeconomic Conditions] and Outlook

We continue to monitor the latest developments regarding the [added: Covid-19] pandemic and [removed: have made certain assumptions about the pandemic for purposes of] [added: potential impacts on] our [removed: business and] [added: business,] operating [removed: results, including assumptions regarding the duration, severity] [added: results] and [removed: global macroeconomic impacts of the pandemic.][added: outlook.]

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

[removed: Additionally, the] [added: 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 [removed: that have] [added: and] negatively impacting gross profit.

Over the past [removed: year] [added: 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 [removed: law,] [added: law by the Biden Administration,] with tax provisions primarily focused on implementing a 15% [added: corporate alternative] minimum tax on global adjusted financial statement income [added: ("CAMT")] and a 1% excise tax on share repurchases.

[removed: Given its recent pronouncement,] [added: The US Treasury and the OECD continue to seek input and release guidance on the CAMT and GloBE legislation and how the two will interact, so] it is unclear at this time what, if any, impact [removed: the Inflation Reduction Act of 2022] [added: either] will have on the [removed: Company's] [added: Company’s] tax rate and financial results.

We will continue to evaluate [removed: its] [added: their] impact as further information becomes available.

We will continue to monitor [removed: these] [added: the below] trends and evaluate and adjust our operating strategies and cost management opportunities to mitigate the related impact on our results of operations, while remaining focused on the long-term growth of our business and protecting the value of our brands.

For a detailed discussion of significant risk factors that have the potential to cause our actual results to differ materially from our expectations, [removed: refer to] [added: see] Part I, Item [removed: 1A - "Risk Factors".][added: 1A.]

The following table summarizes results of operations for fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021.][added: 2022.]

| | | | July [removed: 2, 2022] [added: 1, 2023] | | | | | | | | | | | | July [removed: 3, 2021] [added: 2, 2022] | | | | | | | | | | | | Variance | | | | | | | | |

| Net sales | | | $ | [removed: 6,684.5] [added: 6,660.9] | | | | | 100.0 | | % | | | | $ | [removed: 5,746.3] [added: 6,684.5] | | | | | 100.0 | | % | | | | $ | [removed: 938.2] [added: (23.6)] | | | | | [removed: 16.3] [added: (0.4)] | | % |

| Operating income (loss) | | | [removed: 1,175.8] [added: 1,172.4] | | | | | | 17.6 | | | | | | [removed: 968.0] [added: 1,175.8] | | | | | | [removed: 16.8] [added: 17.6] | | | | | | [removed: 207.8] [added: (3.4)] | | | | | | [removed: 21.5] [added: (0.3)] | | |

| Loss on extinguishment of debt | | | [removed: 53.7] [added: —] | | | | | | [removed: 0.8] [added: —] | | | | | | [removed: —] [added: 53.7] | | | | | | [removed: —] [added: 0.8] | | | | | | [removed: 53.7] [added: (53.7)] | | | | | | NM | | |

| Other expense (income) | | | [removed: 16.4] [added: 1.7] | | | | | | [removed: 0.2] [added: —] | | | | | | [removed: (0.7)] [added: 16.4] | | | | | | [removed: —] [added: 0.2] | | | | | | [removed: 17.1] [added: (14.7)] | | | | | | [removed: NM] [added: (89.5)] | | |

| Income (Loss) before provision for income taxes | | | [removed: 1,047.0] [added: 1,143.1] | | | | | | [removed: 15.7] [added: 17.2] | | | | | | [removed: 897.3] [added: 1,047.0] | | | | | | [removed: 15.6] [added: 15.7] | | | | | | [removed: 149.7] [added: 96.1] | | | | | | [removed: 16.7] [added: 9.2] | | |

| Provision for income taxes | | | [removed: 190.7] [added: 207.1] | | | | | | [removed: 2.9] [added: 3.1] | | | | | | [removed: 63.1] [added: 190.7] | | | | | | [removed: 1.1] [added: 2.9] | | | | | | [removed: 127.6] [added: 16.4] | | | | | | [removed: NM] [added: 8.6] | | |

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

[removed: Fiscal] [added: Fiscal] 2022 [removed: Items][added: Items]

| | | | [removed: Fiscal] [added: Fiscal] Year Ended July 2, [removed: 2022] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

INTRODUCTION

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is provided as a supplement to the accompanying consolidated financial statements and notes thereto to help provide an understanding of our results of operations, financial condition, and liquidity.

MD&A is organized as follows:

- *Overview.* This section provides a general description of the business and brands as well as the Company’s growth strategy.

- *Global Economic Conditions and Industry Trends.* This section includes a discussion on global economic conditions and industry trends that affect comparability that are important in understanding results of operations and financial conditions, and in anticipating future trends.

- *Results of operations.* An analysis of our results of operations in fiscal 2023 compared to fiscal 2022.

- *Non-GAAP measures.* This section includes non-GAAP measures that are useful to investors and others in evaluating the Company’s ongoing operating and financial results in a manner that is consistent with management's evaluation of business performance and understanding how such results compare with the Company’s historical performance.

- *Financial Condition.* This section includes a discussion on liquidity and capital resources including an analysis of changes in cash flow as well as working capital and capital expenditures.

- *Critical Accounting policies and estimates.* This section includes any critical accounting policies or estimates that impact the Company.

2025 Growth Strategy

Building on the success of the strategic growth plan from fiscal 2020 through fiscal 2022 (the “Acceleration Program”), in the first quarter of fiscal 2023, the Company introduced the 2025 growth strategy (“*future*speed”), designed to amplify and extend the competitive advantages of its brands, with a focus on four strategic priorities:

- Building Lasting Customer Relationships: The Company’s brands aim to leverage Tapestry’s transformed business model to drive customer lifetime value through a combination of increased customer acquisition, retention and reactivation.

- Fueling Fashion Innovation & Product Excellence: The Company aims to drive sustained growth in core handbags and small leathergoods, while accelerating gains in footwear and lifestyle products.

- Delivering Compelling Omni-Channel Experiences: The Company aims to extend its omni-channel leadership to meet the customer wherever they shop, delivering growth online and in stores.

- Powering Global Growth: The Company aims to support balanced growth across regions, prioritizing North America and China, its largest markets, while capitalizing on opportunities in under-penetrated geographies such as Southeast Asia and Europe.

GLOBAL ECONOMIC CONDITIONS AND INDUSTRY TRENDS

During fiscal 2023, the macroeconomic environment remained challenging and volatile.

Some of these organizations have recently revised the forecast slightly upwards since the third quarter of fiscal 2023.

Nevertheless, the updated forecast is still below the historical average, which is reflective of the current volatile environment, including higher than anticipated inflation, tighter monetary and fiscal policies aiming to lower inflation, financial market volatility, and the negative economic impacts due to the crisis in Ukraine.

The World Health Organization (“WHO”) announced in May 2023 that it no longer considered Covid-19 to be a global health emergency.

Supply chains have largely recovered, and shipping costs and delivery times are back to pre-pandemic levels.

In fiscal 2023, the U.S. Dollar has appreciated as compared to foreign currencies in regions where we conduct our business.

During fiscal 2023, this trend has resulted in adverse impacts to our business as compared to prior year, including, but not limited to, decreased Net sales of $217.5 million, negative impact to gross margin of approximately 90 basis points, and negative impact to operating margin of approximately 120 basis point.

In response to the current environment, the Company continues to take strategic actions considering near-term exigencies and remains committed to maintaining the health of the brands and business.

Such disruptions continued during the first half of fiscal 2023, and the Company's results in Greater China were adversely impacted as a result of the Covid-19 pandemic.

Starting in December 2022, certain government restrictions were lifted in the region and business trends have improved.

Although the impact of the Covid-19 pandemic during fiscal 2023 has generally been less significant than those experienced in fiscal years 2021 and 2022, we cannot predict for how long and to what extent the Covid-19 pandemic may continue to impact our business, financial condition, and results of operations.

"Risk Factors" for additional discussion regarding risks to our business associated with the Covid-19 pandemic.

Supply Chain and Logistics Challenges

During fiscal 2023, freight costs on inbound shipments have started to moderate and the Company has significantly reduced the use of air freight when compared to fiscal 2022.

As a result, during fiscal 2023, the Company incurred lower freight expense of $84.8 million when compared to the prior year, positively impacting gross margin by approximately 140 basis points.

Generalized System of Preferences (“GSP”) program

Tax Legislation

On December 12, 2022, the European Union member states also reached agreement to implement the OECD’s reform of international taxation known as Pillar Two Global Anti-Base Erosion ("GloBE") Rules, which broadly mirror the Inflation Reduction Act by imposing a 15% global minimum tax on multinational companies.

The CAMT and GloBE are anticipated to be effective beginning in fiscal 2024 and fiscal 2025, respectively.

With respect to the 1% excise tax on net share repurchases, this provision of the Inflation Reduction Act was effective on January 1, 2023 and did not have a material impact on our financial statements.

This excise tax is recorded in Retained earnings as part of Stockholders' Equity.

RESULTS OF OPERATIONS

FISCAL 2023 COMPARED TO FISCAL 2022

| Gross profit | | | 4,714.9 | | | | | | 70.8 | | | | | | 4,650.4 | | | | | | 69.6 | | | | | | 64.5 | | | | | | 1.4 | | |

Acceleration Program

Starting in fiscal 2020, the Company embarked on a strategic growth plan after undergoing a review of its business under the Acceleration Program, resulting in certain costs 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 compensation costs incurred as a result of the development and execution of the Company's comprehensive strategic initiatives aimed at increasing profitability.

The guiding principle 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 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 fleet.

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

Throughout fiscal 2022, the Company made meaningful progress under its Acceleration Program by sharpening the Company's focus on the consumer, leveraging data to lead with a digital-first mindset and transforming into a leaner and more responsive organization:

- Recruited approximately 7.7 million new customers across channels in North America, representing a 10% increase versus prior year, with growth in both stores and online.

- 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 disruptions related to Covid-19 have materially adversely impacted our operations, cash flow, and liquidity.

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

While the vast majority of the Company's stores and locations of our wholesale and licensing partners have reopened, certain have experienced temporary re-closures or are operating under tighter restrictions in compliance with local government regulations.

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.

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.

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

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.

The Company will continue to consider near-term exigencies and the long-term financial health of the business as clear steps are taken to mitigate the consequences of the Covid-19 pandemic.

Covid-19 Related Impairments

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

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

Refer to Note 11, "Fair Value Measurements" for further information.

In addition, 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.

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.

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.

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.

Certain markets around the world have been faced with labor shortages, which have not impacted the Company's operations to date.

If these trends continue or worsen, it could potentially affect the Company's ability to attract and retain employees for its retail and fulfillment locations in the future.

As of July [removed: 2, 2022] [added: 1, 2023] and July [removed: 3, 2021,] [added: 2, 2022,] forward currency contracts designated as cash flow hedges with a notional amount of [removed: $41.5] [added: $842.3] million and [removed: $61.4] [added: $41.5] 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: 2, 2022.][added: 1, 2023.]

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

As of July [removed: 2, 2022] [added: 1, 2023] and July [removed: 3, 2021,] [added: 2, 2022,] the total notional values of outstanding forward foreign currency contracts related to these loans, payables and receivables were [removed: $274.1] [added: $272.3] million and [removed: $248.2] [added: $274.1] million, respectively.

[removed: The] [added: We assess the risk of loss in the] fair [removed: value] [added: values] of these contracts [removed: is sensitive to] [added: that would result from hypothetical] changes in foreign currency exchange rates.

As of July [removed: 2, 2022,] [added: 1, 2023,] a 10% [removed: change in the value] [added: appreciation or depreciation] of the U.S. Dollar against the [removed: exchange rates for] foreign currencies under contract would result in [removed: an immaterial impact on derivative contract] [added: a net increase or decrease, respectively, in the] fair [removed: values.][added: value of our derivative portfolio of approximately $185 million.]

Under the [removed: term] [added: terms] of [removed: these contracts,] [added: our cross-currency swaps,] 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 [removed: 0.6%] [added: 0.1%] to [removed: 1.3%] [added: (0.3)%] in Japanese Yen.

[added: 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.

A hypothetical 10% change in the Credit [removed: Facilities] [added: Facilities'] interest [removed: rate] [added: rates] would have resulted in an immaterial change in interest expense in fiscal [removed: 2022.][added: 2023.]

At July [removed: 3, 2021,] [added: 1, 2023,] the fair value of the [removed: 2027] [added: 2032] Senior Notes, [removed: 2022] [added: 2027] Senior Notes and 2025 Senior Notes was approximately [removed: $659] [added: $399] million, [removed: $407] [added: $372] million and [removed: $652] [added: $295] million, respectively.

We perform a sensitivity analysis to determine the effects that market risk exposures may have on the fair values of our forward foreign currency exchange and cross-currency swap contracts.

This analysis assumes a like movement by the foreign currencies in our hedge portfolio against the U.S. Dollar.

This hypothetical net change in fair value should ultimately be largely offset by the net change in the related underlying hedged items.

Borrowings under the Credit Facilities are subject to interest rate risk due to changes in SOFR.

The fair value of outstanding forward currency contracts included in current assets at July 2, 2022 and July 3, 2021 was $0.4 million and $0.3 million, respectively.

The fair value of outstanding foreign currency contracts included in current liabilities at July 2, 2022 and July 3, 2021 was $3.2 million and $1.2 million, respectively.

A sensitivity analysis of the effects of foreign exchange rate fluctuations on the fair values of our derivative contracts was performed to assess the risk of loss.

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.

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.

Borrowings under the $1.25 Billion

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

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.

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

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

This segment represented [removed: 73.6%] [added: 74.5%] of total net sales in fiscal [removed: 2022.][added: 2023.]

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

This segment represented [removed: 21.6%] [added: 21.3%] of total net sales in fiscal [removed: 2022.][added: 2023.]

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

This segment represented [removed: 4.8%] [added: 4.2%] of total net sales in fiscal [removed: 2022.][added: 2023.]

The following table shows the number of Coach [removed: directly-operated] [added: directly operated] locations and their total and average square footage:

| [removed: Fiscal 2022] [added: Fiscal 2022] | | | | | | [removed: 343] [added: 343] | | | | | | [removed: 602] [added: 602] | | | | | | [removed: 945] [added: 945] | | |

| Net change vs. prior year | | | | | | [removed: (11)] [added: (13)] | | | | | | [removed: 17] [added: 7] | | | | | | [removed: 6] [added: (6)] | | |

| [removed: %] [added: %] change vs. prior [removed: year] [added: year] | | | | | | [removed: (3.1)] [added: (3.1)] | | [removed: %] [added: %] | | | | [removed: 2.9] [added: 2.9] | | [removed: %] [added: %] | | | | [removed: 0.6] [added: 0.6] | | [removed: %] [added: %] |

| Net change vs. prior year | | | | | | [removed: (16)] [added: (11)] | | | | | | [removed: (12)] [added: 17] | | | | | | [removed: (28)] [added: 6] | | |

| [removed: %] [added: %] change vs. prior [removed: year] [added: year] | | | | | | [removed: (4.1)] [added: (2.5)] | | [removed: %] [added: %] | | | | [removed: (2.0)] [added: 2.8] | | [removed: %] [added: %] | | | | [removed: (2.8)] [added: (0.1)] | | [removed: %] [added: %] |

| [removed: Fiscal 2022] [added: Fiscal 2022] | | | | | | [removed: 1,659,813] [added: 1,659,813] | | | | | | [removed: 1,358,981] [added: 1,358,981] | | | | | | [removed: 3,018,794] [added: 3,018,794] | | |

| [removed: Net] [added: Net] change vs. prior [removed: year] [added: year] | | | | | | [removed: (34,903)] [added: (34,903)] | | | | | | [removed: 62,978] [added: 62,978] | | | | | | [removed: 28,075] [added: 28,075] | | |

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

| [removed: Net] [added: Net] change vs. prior [removed: year] [added: year] | | | | | | [removed: (43,742)] [added: (2)] | | | | | | [removed: (19,289)] [added: 1] | | | | | | [removed: (63,031)] [added: (1)] | | |

| % change vs. prior year | | | | | | [removed: (2.4)] [added: (0.8)] | | % | | | | [removed: (1.5)] [added: (2.4)] | | % | | | | [removed: (2.0)] [added: (1.3)] | | % |

| [removed: Fiscal 2022] [added: Fiscal 2022] | | | | | | [removed: 4,839] [added: 4,839] | | | | | | [removed: 2,257] [added: 2,257] | | | | | | [removed: 3,194] [added: 3,194] | | |

In fiscal [removed: 2023,] [added: 2024,] we expect minimal change in overall store count with a reduction in store count primarily in [removed: North America] [added: Japan] and [removed: Japan,] [added: North America,] partially offset by [removed: increases] [added: an increase] in store [removed: locations and square footage] [added: count] in Greater China.

For Coach, we have e-commerce sites in the U.S., Canada, Japan, [removed: mainland] [added: Greater] China, several throughout Europe, Australia and several throughout the rest of Asia.

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

The wholesale business for Coach comprised approximately 10% of total segment net sales for fiscal [removed: 2022.][added: 2023.]

As of July [removed: 2, 2022] [added: 1, 2023] and July [removed: 3, 2021,] [added: 2, 2022,] Coach did not have any customers who individually accounted for more than 10% of the segment's total net sales.

Since its launch in 1993 with a collection of six essential handbags, kate spade new york has always [removed: stood for color, wit, optimism] [added: been colorful, bold] and [removed: femininity.][added: optimistic.]

Today, it is a global lifestyle brand [removed: synonymous with joy,] [added: that designs extraordinary things for the everyday,] delivering seasonal collections of handbags, ready-to-wear, jewelry, footwear, gifts, home décor and more.

The following table shows the number of Kate Spade [removed: directly-operated] [added: directly operated] locations and their total and average square footage:

| [removed: Fiscal 2022] [added: Fiscal 2022] | | | | | | [removed: 207] [added: 207] | | | | | | [removed: 191] [added: 191] | | | | | | [removed: 398] [added: 398] | | |

| [removed: Net] [added: Net] change vs. prior [removed: year] [added: year] | | | | | | [removed: (3)] [added: (3)] | | | | | | [removed: (6)] [added: (6)] | | | | | | [removed: (9)] [added: (9)] | | |

| [removed: %] [added: %] change vs. prior [removed: year] [added: year] | | | | | | [removed: (1.4)] [added: (1.4)] | | [removed: %] [added: %] | | | | [removed: (3.0)] [added: (3.0)] | | [removed: %] [added: %] | | | | [removed: (2.2)] [added: (2.2)] | | [removed: %] [added: %] |

| [removed: Net] [added: Net] change vs. prior [removed: year] [added: year] | | | | | | [removed: —] [added: (3)] | | | | | | [removed: 13] [added: (4)] | | | | | | [removed: 13] [added: (7)] | | |

| [removed: %] [added: %] change vs. prior [removed: year] [added: year] | | | | | | [removed: —] [added: (3.8)] | | [removed: %] [added: %] | | | | [removed: 6.7] [added: 1.2] | | [removed: %] [added: %] | | | | [removed: 3.2] [added: (0.6)] | | [removed: %] [added: %] |

| [removed: Fiscal 2022] [added: Fiscal 2022] | | | | | | [removed: 592,649] [added: 592,649] | | | | | | [removed: 275,287] [added: 275,287] | | | | | | [removed: 867,936] [added: 867,936] | | |

| [removed: Net] [added: Net] change vs. prior [removed: year] [added: year] | | | | | | [removed: (4,537)] [added: (4,537)] | | | | | | [removed: (6,692)] [added: (6,692)] | | | | | | [removed: (11,229)] [added: (11,229)] | | |

| % change vs. prior year | | | | | | [removed: (0.8)] [added: (1.0)] | | % | | | | [removed: (2.4)] [added: 0.5] | | % | | | | [removed: (1.3)] [added: (0.3)] | | % |

| [removed: Net] [added: Net] change vs. prior [removed: year] [added: year] | | | | | | [removed: 24,838] [added: (41,503)] | | | | | | [removed: 23,973] [added: 37,917] | | | | | | [removed: 48,811] [added: (3,586)] | | |

| [removed: %] [added: %] change vs. prior [removed: year] [added: year] | | | | | | [removed: 4.3] [added: (0.5)] | | [removed: %] [added: %] | | | | [removed: 9.0] [added: 0.9] | | [removed: %] [added: %] | | | | [removed: 5.8] [added: (0.1)] | | [removed: %] [added: %] |

| [removed: Fiscal 2022] [added: Fiscal 2022] | | | | | | [removed: 2,863] [added: 2,863] | | | | | | [removed: 1,441] [added: 1,441] | | | | | | [removed: 2,181] [added: 2,181] | | |

For Kate Spade, we have e-commerce sites in the U.S., Canada, [removed: mainland] [added: Greater] China, Japan and several throughout Europe.

[added: Wholesale —] The wholesale business for Kate Spade comprised approximately 11% of total segment net sales for fiscal [removed: 2022.][added: 2023.]

Building on the success of the strategic growth plan from fiscal 2020 through fiscal 2022 (the “Acceleration Program”), in the first quarter of fiscal 2023, the Company introduced the 2025 growth strategy (“*future*speed”), designed to amplify and extend the competitive advantages of its brands, with a focus on four strategic priorities:

- Building Lasting Customer Relationships: The Company aims to leverage Tapestry’s transformed business model to drive customer lifetime value through a combination of increased customer acquisition, retention and reactivation.

- Fueling Fashion Innovation & Product Excellence: The Company aims to drive sustained growth in core handbags and small leathergoods, while accelerating gains in footwear and lifestyle products.

- Delivering Compelling Omni-Channel Experiences: The Company aims to extend its omni-channel leadership to meet the customer wherever they shop, delivering growth online and in stores.

- Powering Global Growth: The Company aims to support balanced growth across regions, prioritizing North America and China, its largest markets, while capitalizing on opportunities in under-penetrated geographies such as Southeast Asia and Europe.

The Covid-19 pandemic has resulted in varying degrees of business disruption for the Company since it began in fiscal 2020 and has impacted all regions around the world, resulting in restrictions and shutdowns implemented by national, state, and local authorities.

Such disruptions continued during the first half of fiscal 2023, and the Company's results in Greater China (mainland China, Hong Kong SAR, Macao SAR, and Taiwan) were adversely impacted as a result of the Covid-19 pandemic.

Starting in December 2022, certain government restrictions were lifted in the region and business trends have improved.

The Company continues to monitor the latest developments regarding the Covid-19 pandemic and potential impacts on our business, operating results and outlook.

Coach is a global fashion house of accessories and lifestyle collections, founded in New York in 1941.

Inspired by the vision of Expressive Luxury and the inclusive and courageous spirit of its hometown, the brand makes beautiful things, crafted to last – for you to be yourself in.

Coach has built a legacy of craft and a community that champions the courage to be real.

| Fiscal 2023 | | | | | | 330 | | | | | | 609 | | | | | | 939 | | |

| Fiscal 2023 | | | | | | 1,618,310 | | | | | | 1,396,898 | | | | | | 3,015,208 | | |

| Fiscal 2023 | | | | | | 4,904 | | | | | | 2,294 | | | | | | 3,211 | | |

| Fiscal 2023 | | | | | | 205 | | | | | | 192 | | | | | | 397 | | |

| Fiscal 2023 | | | | | | 589,561 | | | | | | 277,710 | | | | | | 867,271 | | |

| Fiscal 2023 | | | | | | 2,876 | | | | | | 1,446 | | | | | | 2,185 | | |

Founded in 1986, Stuart Weitzman has been inspired by women who are confident, sexy, bold – and, above all, strong.

By combining its artisanal Spanish craftsmanship and precisely engineered fit, the New York City based global luxury footwear brand creates shoes that empower women to stand strong.

| Fiscal 2023 | | | | | | 36 | | | | | | 57 | | | | | | 93 | | |

| Fiscal 2023 | | | | | | 68,592 | | | | | | 78,171 | | | | | | 146,763 | | |

| Fiscal 2023 | | | | | | 1,905 | | | | | | 1,371 | | | | | | 1,578 | | |

In fiscal 2024, we expect minimal change in overall store count with a modest reduction in store count in North America and a modest increase in store count in Greater China.

| Men's | | | 947.1 | | | | | | 14.2 | | | | | | 904.8 | | | | | | 13.5 | | | | | | 769.3 | | | | | | 13.4 | | |

We expect finished good manufacturers to undergo a social compliance audit before being approved as a Tapestry supplier.

Manufacturers working with our licensed partners must have had an acceptable social compliance audit conducted within the prior six months of their onboarding date.

We also conduct periodic evaluations of existing, previously approved finished good suppliers.

These facilities are also integrated into our Enterprise Resource Planning ("ERP") system, ensuring accurate inventory reporting.

In addition, in fiscal 2023, the Company opened a new multi-brand fulfillment center located in Las Vegas, Nevada that increase capacity and continue to enhance fulfillment capabilities in North America.

The Company also has two third-party facilities in Toronto, Canada and Tijuana, Mexico.

For example, we will continue to enhance certain of our machine learning models to improve our customer capture and segmentation capabilities.

In fiscal 2021, the Company began implementing a cloud-based digital platform to enhance our omnichannel capabilities, across all brands in North America, Europe and Japan.

This shared enterprise digital strategy affords the Company more productive and efficient capabilities for digital and in-store selling and engagement.

This implementation was substantially completed in fiscal 2023.

INTELLECTUAL PROPERTY

As a people-centered and purpose led Company, Tapestry believes that a better-made future is one that is both beautiful and responsible.

◦We aim to foster inclusivity and diversity through four interconnected principles: talent, culture, community, and marketplace.

To support these actions, we are guided by four interconnected principles:

- Talent: Attracting, retaining and growing top talent - making us an employer of choice in a rapidly evolving talent marketplace.

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

The guiding principle 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 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 fleet.

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

The Company achieved approximately $200 million and $300 million of annual gross run rate expense savings in fiscal 2021 and fiscal 2022, respectively.

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.

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

While the ongoing pandemic continues to present challenges, such as the supply chain related pressures facing the industry, increased freight costs, temporary closures and other additional necessary 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.

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

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

All over the world, the Coach name is synonymous with effortless New York style.

| Fiscal 2020 | | | | | | 375 | | | | | | 583 | | | | | | 958 | | |

| Fiscal 2020 | | | | | | 1,758,668 | | | | | | 1,285,329 | | | | | | 3,043,997 | | |

| Fiscal 2020 | | | | | | 4,690 | | | | | | 2,205 | | | | | | 3,177 | | |

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

As of July 2, 2022, Coach's products are sold in over approximately 1,700 wholesale and distributor locations globally.

Coach has developed relationships with a select group of distributors who sell Coach products through travel retail locations and in certain international countries where Coach does not have directly operated retail locations.

| Fiscal 2020 | | | | | | 213 | | | | | | 207 | | | | | | 420 | | |

| Fiscal 2020 | | | | | | 603,487 | | | | | | 291,322 | | | | | | 894,809 | | |

| Fiscal 2020 | | | | | | 2,833 | | | | | | 1,407 | | | | | | 2,130 | | |

We expect to modestly reduce our store count in North America and Japan in fiscal 2023 as the Company looks to drive increased profitability and shift our focus with greater emphasis on digital channels.

Wholesale — As of July 2, 2022, Kate Spade's products are sold in approximately 1,000 wholesale and distributor locations, primarily in the U.S, Canada and Europe.

Founded in 1986, Stuart Weitzman is a leading accessories brand that is synonymous with strength in femininity.

Defined by an energetic, bold and purpose-driven attitude, Stuart Weitzman is known for its unique approach to melding fashion, function and fit in every silhouette.

The brand's focus on creating effortless shoes - each engineered to empower women with both confidence and comfort - has resonated around the world and continues to inspire women to conquer every day, one step at a time.

| Fiscal 2020 | | | | | | 58 | | | | | | 73 | | | | | | 131 | | |

| Fiscal 2020 | | | | | | 102,784 | | | | | | 89,182 | | | | | | 191,966 | | |

| Fiscal 2020 | | | | | | 1,772 | | | | | | 1,222 | | | | | | 1,465 | | |

Wholesale — Stuart Weitzman products are primarily sold through approximately 900 wholesale and distributor locations globally, which include multi-brand boutiques.

| Coach | | | | | | Tech Accessories | | | | | | Vinci | | | | | | 2023 | | |

| Kate Spade | | | | | | Tech Accessories | | | | | | Vinci | | | | | | 2025 | | |

| Men's | | | 904.8 | | | | | | 14 | | | | | | 769.3 | | | | | | 13 | | | | | | 688.0 | | | | | | 14 | | |

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

Periodic evaluations of existing, previously approved facilities are conducted on a recurring basis.

We have and may continue to experience disruptions at third-party manufacturing facilities across certain geographies due to Covid-19.

Refer to "Executive Overview" in Item 7.

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

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

The Company is involved in various routine legal proceedings as both plaintiff and defendant incident to the ordinary course of its business, such as 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, including wage and hour litigation, with present or former employees.

Although the Company's 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.

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.

For the Fiscal Year Ended July [removed: 2, 2022][added: 1, 2023]

The aggregate market value of Tapestry, Inc. common stock held by non-affiliates as of December [removed: 31, 2021] [added: 30, 2022] (the last business day of the most recently completed second fiscal quarter) was approximately [removed: $10.6] [added: $9.0] billion.

For purposes of determining this amount only, the registrant has excluded shares of common stock held by directors and [added: executive] officers.

On August [removed: 5, 2022,] [added: 4, 2023,] the Registrant had [removed: 241,218,609] [added: 227,439,225] shares of common stock outstanding.

| Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders | | | | | | Part III, Items 10 – 14 | | |

| [Item [removed: 1.](#i3fe0231415d74655827c5478bda4a07f_16)] [added: 1.](#ia6967ce70ec94322adbe75cac189116b_16)] | | | [removed: [Business](#i3fe0231415d74655827c5478bda4a07f_16)] [added: [Business](#ia6967ce70ec94322adbe75cac189116b_16)] | | | [removed: [2](#i3fe0231415d74655827c5478bda4a07f_16)] [added: [2](#ia6967ce70ec94322adbe75cac189116b_16)] | | |

| [Item [removed: 1A.](#i3fe0231415d74655827c5478bda4a07f_19)] [added: 1A.](#ia6967ce70ec94322adbe75cac189116b_19)] | | | [Risk [removed: Factors](#i3fe0231415d74655827c5478bda4a07f_19)] [added: Factors](#ia6967ce70ec94322adbe75cac189116b_19)] | | | [removed: [16](#i3fe0231415d74655827c5478bda4a07f_19)] [added: [16](#ia6967ce70ec94322adbe75cac189116b_19)] | | |

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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 [removed: the 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 partners, price increases, temporary store closures, as well as production, shipping] [added: economic conditions, recession] and [removed: fulfillment constraints;] [added: inflationary measures;] (ii) the impact of [removed: economic conditions;] [added: the coronavirus ("Covid-19") pandemic;] (iii) our [removed: ability to successfully execute our multi-year growth agenda under our Acceleration Program; (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; [removed: (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)] [added: (iv)] 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; [removed: (ix)] [added: (v) our ability to successfully implement] the [added: initiatives under our 2025 growth strategy; (vi) the] effect of [added: existing and new competition in the marketplace; (vii) our ability to control costs; (viii) the effect of] seasonal and quarterly fluctuations on our sales or operating results; [added: (ix) the risk of cyber security threats and privacy or data security breaches;] (x) our ability to protect against infringement of our trademarks and other proprietary rights; (xi) the impact of tax and other legislation; (xii) [removed: 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; [added: (xiii) our ability to achieve intended benefits, cost savings and synergies from acquisitions, including our proposed acquisition of Capri Holdings Limited ("Capri");] (xiv) [added: risks related to] the [added: availability of funding for our bridge loan facility associated with our proposed acquisition of Capri; (xv) the] impact of pending and potential future legal proceedings; and [removed: (xv)] [added: (xvi)] 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: 2, 2022] [added: 1, 2023] ("fiscal [removed: 2022").][added: 2023").]

Fiscal [removed: 2022] [added: 2023] was a 52-week period, July [removed: 3, 2021] [added: 2, 2022] ("fiscal [removed: 2021")] [added: 2022")] was a [removed: 53-week] [added: 52-week] period, and [removed: June 27, 2020] [added: July 3, 2021] ("fiscal [removed: 2020")] [added: 2021")] was a [removed: 52-week] [added: 53-week] period.*

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Signatures](#ia6967ce70ec94322adbe75cac189116b_115) | | | | | | [58](#ia6967ce70ec94322adbe75cac189116b_115) | | |

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

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: 2, 2022.][added: 1, 2023.]

[removed: The majority] [added: All] of the properties are leased, with the leases expiring at various times through fiscal 2037, subject to renewal options.

| Westchester, Ohio | | | | | | Kate Spade [added: and Stuart Weitzman] North America fulfillment | | | | | | 601,000 | | | | | |

| New York, New York | | | | | | [removed: Corporate, design, sourcing and product development] [added: Corporate global headquarters] | | | | | | 546,000 | | | | | |

| Chiba, Japan | | | | | | [added: Coach and Kate Spade] Japan regional fulfillment | | | | | | 278,000 | | | | | |

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

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

| Shanghai, China | | | | | | Coach Greater China regional management | | | | | | [removed: 23,000] [added: 21,200] | | | | | |

| Seoul, South Korea | | | | | | Corporate regional management | | | | | | [removed: 18,000] [added: 11,400] | | | | | |

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

| Shanghai, China | | | | | | [removed: Asia] [added: Corporate] regional management | | | | | | [removed: 10,200] [added: 21,200] | | | | | |

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

| Las Vegas, Nevada | | | | | | Coach North America fulfillment | | | | | | 789,000 | | | | | |

| Taiwan, China | | | | | | Coach Taiwan regional fulfillment | | | | | | 36,100 | | | | | |

As of August [removed: 5, 2022,] [added: 4, 2023,] there were [removed: 1,971] [added: 1,899] holders of record of Tapestry’s common stock.

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 S&P [removed: 500] [added: 1500] Apparel, Accessories & Luxury Goods Index over the five-fiscal-year period ending July [removed: 2, 2022,] [added: 1, 2023,] the last day of Tapestry’s most recent fiscal year.

The graph assumes that $100 was invested on [removed: July 1, 2017] [added: June 30, 2018] at the per share closing price in each of Tapestry’s common stock, the S&P 500 Stock Index and the S&P [removed: 500] [added: 1500] Apparel, Accessories & Luxury Goods Index, and that all dividends were reinvested.

During fiscal [removed: 2022,] [added: 2023,] the Company moved to using the S&P [removed: 500] [added: 1500] Apparel, Accessories & Luxury Goods [added: Index from the S&P 500 Apparel, Accessories & Luxury Groups] Index.

Tapestry management selected the S&P [removed: 500] [added: 1500] 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.

[removed: ][added: ]

| | | | | | | 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] | | | | | | Fiscal [removed: 2022] [added: 2023] | | |

The Company's share repurchases during the fourth quarter of fiscal [removed: 2022] [added: 2023] were as follows:

| April [removed: 3, 2022] [added: 2, 2023] - May [removed: 7, 2022] [added: 6, 2023] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | [removed: —] [added: 1,000] | |

(1) On [removed: November 11, 2021,] [added: May 12, 2022,] the Company announced [removed: the] [added: that its] Board of Directors authorized a common stock repurchase program to repurchase up to [removed: $1.00] [added: $1.50] billion of its outstanding common stock (the [removed: "2021] [added: "2022] Share Repurchase Program").

| TPR | | | | | | $100.00 | | | | | | $70.48 | | | | | | $29.10 | | | | | | $98.91 | | | | | | $73.31 | | | | | | $105.00 | | |

| S&P 500 Apparel, Accessories & Luxury Goods | | | | | | $100.00 | | | | | | $88.35 | | | | | | $48.75 | | | | | | $93.49 | | | | | | $54.47 | | | | | | $48.10 | | |

| S&P 1500 Apparel, Accessories & Luxury Goods | | | | | | $100.00 | | | | | | $86.78 | | | | | | $49.34 | | | | | | $98.73 | | | | | | $60.46 | | | | | | $56.95 | | |

| S&P 500 | | | | | | $100.00 | | | | | | $110.42 | | | | | | $115.19 | | | | | | $169.29 | | | | | | $150.97 | | | | | | $178.66 | | |

| May 7, 2023 - June 3, 2023 | | | | | | 2,092,052 | | | | | | 41.78 | | | | | | 2,092,052 | | | | | | 913.0 | | |

| June 4, 2023 - July 1, 2023 | | | | | | 2,614,466 | | | | | | 43.03 | | | | | | 2,614,466 | | | | | | 800.0 | | |

| Total | | | | | | 4,706,518 | | | | | | | | | | | | 4,706,518 | | | | | | | | |

The authorized value of shares available to be repurchased under this program excludes the cost of commissions and excise taxes.

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 15, 2022, to be filed with the Securities and Exchange Commission (the “Proxy Statement”), is incorporated herein by reference.

The Company's old peer group consisted of:

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

- PVH Corp.

- Ralph Lauren Corporation

- V.F. Corporation

- Estee Lauder, Inc.

- Capri Holdings Limited

| 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 | | |

| 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 | | | | | | | | |

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.

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: 2, 2022] [added: 1, 2023] and concluded that it [removed: is effective.][added: was effective at the reasonable assurance level.]

The Company’s independent auditors have issued an audit report on the Company's internal control over financial reporting as of July [removed: 2, 2022] [added: 1, 2023] as included elsewhere herein.

There were no changes in [added: the Company’s] internal control over financial reporting [removed: that occurred] during the fourth [removed: fiscal] quarter [added: of 2023] that [added: were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended, that] have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We have evaluated, under the supervision and with the participation of management, including our principal executive and principal financial officers, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of the end of the fiscal year covered by this annual report.

Based on that evaluation, our principal executive and principal financial officers have concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level as of the fiscal year-end covered by this Annual Report on Form 10-K.

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 2, 2022.

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

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

Refer to item 1A.

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

There was no adoption, modification or termination of any Rule 10b5-1 plan or other trading arrangements by our directors and officers during the quarter ended July 1, 2023.

None.

The information required to be included by Item 10 of Form 10-K will be included in the Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders [added: (the "2023 Proxy Statement")] and such information is incorporated by reference herein.

The [added: 2023] Proxy Statement will be filed with the Commission within 120 days after the end of the fiscal year covered by this Form 10-K pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

The information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

The information regarding executive and director compensation set forth in the Proxy Statement for the 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: 2022] [added: 2023] Annual Meeting of Stockholders is incorporated herein by reference.

The information required [removed: to be included] by [added: this] Item [removed: 13 of Form 10-K] will be included in the [added: 2023] Proxy [removed: Statement for the 2022 Annual Meeting of Stockholders] [added: Statement,] and [removed: such information] is incorporated [added: herein] by [removed: reference herein.][added: reference.]

The information required by this Item will be included in the 2023 Proxy Statement, and is incorporated herein by reference.

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

(a)The following documents are filed as part of this report:

(1) Financial Statements.

For a list of financial statements filed as part of this report refer to “Index to Consolidated Financial Statements and Supplementary Information” which appears following the signature page below.

(2) Financial Statement Schedules:

Schedule II - Valuation and Qualifying Accounts

All other financial statement schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto included in this Form 10-K.

(3) Exhibits:

In reviewing agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements.

The agreements contain representations, warranties, covenants and conditions by or of each of the parties to the applicable agreement.

These representations, warranties, covenants and conditions have been made solely for the benefit of the other parties to the applicable agreement and:

(i) should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

(ii) may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

(iii) may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors, or under federal securities law; and

(iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

Additional information about the Company may be found elsewhere in this report and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

| | | | | | | | | |

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

| Exhibit | | | | | | Description | | |

| | | | | | | | | |

| 2.1 | | | | | | [Agreement and Plan of Merger, dated as of August 10, 2023, by and among Tapestry, Inc., Sunrise Merger Sub, Inc. and Capri Holdings Limited, incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on August 10, 2023 (File No. 001-16153)](https://www.sec.gov/Archives/edgar/data/1116132/000114036123038946/brhc20057354_ex2-1.htm) | | |

| 3.1 | | | | | | [Articles of Incorporation, dated June 1, 2000, which is incorporated herein by reference from Exhibit 3.1 of to the Registrant's Registration Statement on Form S-1 filed on June 16, 2000](http://www.sec.gov/Archives/edgar/data/1116132/000091205700028905/ex-3_1.txt) | | |

| 3.2 | | | | | | [Articles Supplementary of Coach, Inc., dated May 3, 2001, which is incorporated herein by reference from Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on May 9, 2001](http://www.sec.gov/Archives/edgar/data/1116132/000095012301502044/y48796kex3-2.txt) | | |

| 3.3 | | | | | | [Articles of Amendment of Coach, Inc., dated May 3, 2001, which is incorporated herein by reference from Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on May 9, 2001](http://www.sec.gov/Archives/edgar/data/1116132/000095012301502044/y48796kex3-3.txt) | | |

| 3.4 | | | | | | [Articles of Amendment of Coach, Inc., dated May 3, 2002, which is incorporated by reference from Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 29, 2002](http://www.sec.gov/Archives/edgar/data/1116132/000095012302009068/y64070exv3w4.txt) | | |

| 3.5 | | | | | | [Articles of Amendment of Coach, Inc., dated February 1, 2005, which is incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on February 2, 2005](http://www.sec.gov/Archives/edgar/data/1116132/000115752305000928/a4813026ex991.txt) | | |

| 3.6 | | | | | | [Articles of Amendment to Charter of Tapestry, Inc., effective as of October 31, 2017, which is incorporated by reference from Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on October 31, 2017](http://www.sec.gov/Archives/edgar/data/1116132/000115752317002906/a51707847ex3_1.htm) | | |

| 3.7 | | | | | | [Amended and Restated Bylaws of Tapestry, Inc., effective as of October 31, 2017, which is incorporated herein by reference from Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 31, 2017](http://www.sec.gov/Archives/edgar/data/1116132/000115752317002906/a51707847ex3_2.htm) | | |

| 3.8 | | | | | | [Bylaws of Tapestry, Inc., effective as of April 12, 2023, which is incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1116132/000115752323000545/a53380033_ex31.htm) [from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 13, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000115752323000545/a53380033_ex31.htm) | | |

| 4.1 | | | | | | [Specimen Certificate for Common Stock of Tapestry, Inc. which is incorporated by reference from Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2018, filed on August 16, 2018](http://www.sec.gov/Archives/edgar/data/1116132/000111613218000021/exhibit41-fy18.htm) | | |

| | | | | | | | | |

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

| Exhibit | | | | | | Description | | |

| 4.2 | | | | | | [Indenture, dated as of March 2, 2015, between Coach, Inc. and U.S. Bank National Association, as trustee, which is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 2, 2015](http://www.sec.gov/Archives/edgar/data/1116132/000156761915000213/s000672x2_ex4-1.htm) | | |

| 4.3 | | | | | | [First Supplemental Indenture, dated as of March 2, 2015, relating to the 4.250% senior unsecured notes due 2025, between Coach, Inc. and U.S. Bank National Association, as trustee, which is incorporated herein by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 2, 2015](http://www.sec.gov/Archives/edgar/data/1116132/000156761915000213/s000672x2_ex4-2.htm) | | |

| 4.4 | | | | | | [Form of 4.250% senior unsecured notes due 2025 (included in the First Supplemental Indenture), which is incorporated herein by reference from Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on March 2, 2015](http://www.sec.gov/Archives/edgar/data/1116132/000156761915000213/s000672x2_ex5-2.htm) | | |

| 4.5 | | | | | | [Second Supplemental Indenture, dated as of June 20, 2017, relating to the 3.000% senior unsecured notes due 2022, between Coach, Inc. and U.S. Bank National Association, as trustee, which is incorporated by reference from Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on June 20, 2017](http://www.sec.gov/Archives/edgar/data/1116132/000156761917001296/s001755x2_ex4-1.htm) | | |

| 4.6 | | | | | | [Third Supplemental Indenture, dated as of June 20, 2017, relating to the 4.125% senior unsecured notes due 2027, between Coach, Inc. and U.S. Bank National Association, as trustee, which is incorporated by reference from Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on June 20, 2017](http://www.sec.gov/Archives/edgar/data/1116132/000156761917001296/s001755x2_ex4-2.htm) | | |

| 4.7 | | | | | | [Form of 3.000% senior unsecured notes due 2022 (included in the Second Supplemental Indenture), which is incorporated by reference from Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed on June 20, 2017](http://www.sec.gov/Archives/edgar/data/1116132/000156761917001296/s001755x2_ex5-2.htm) | | |

| 4.8 | | | | | | [Form of 4.125% senior unsecured notes due 2027 (included in the Third Supplemental Indenture), which is incorporated by reference from Exhibit 4.4 to the Registrant's Current Report on Form 8-K, filed on June 20, 2017](http://www.sec.gov/Archives/edgar/data/1116132/000156761917001296/s001755x2_ex4-2.htm) | | |

(a)Financial Statements and Financial Statement Schedules.

Refer to “Index to Financial Statements” appearing herein.

(b)Exhibits.

Refer to the exhibit index which is included herein.

| Date: August [removed: 18, 2022] [added: 17, 2023] | | | By: | | | /s/ Joanne C. Crevoiserat | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below on August [removed: 18, 2022.][added: 17, 2023.]

| [Reports of Independent Registered Public Accounting [removed: Firm](#i3fe0231415d74655827c5478bda4a07f_115) [(PCAOB] [added: Firm (PCAOB] ID [removed: No.](#i3fe0231415d74655827c5478bda4a07f_115)] [added: No.](#ia6967ce70ec94322adbe75cac189116b_121)] 34) | | | [removed: [59](#i3fe0231415d74655827c5478bda4a07f_115)] [added: [60](#ia6967ce70ec94322adbe75cac189116b_121)] | | |

| [Consolidated Balance [removed: Sheets](#i3fe0231415d74655827c5478bda4a07f_118)] [added: Sheets](#ia6967ce70ec94322adbe75cac189116b_124)] | | | [removed: [62](#i3fe0231415d74655827c5478bda4a07f_118)] [added: [63](#ia6967ce70ec94322adbe75cac189116b_124)] | | |

| [Consolidated Statements of [removed: Operations](#i3fe0231415d74655827c5478bda4a07f_121)] [added: Operations](#ia6967ce70ec94322adbe75cac189116b_127)] | | | [removed: [63](#i3fe0231415d74655827c5478bda4a07f_121)] [added: [64](#ia6967ce70ec94322adbe75cac189116b_127)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i3fe0231415d74655827c5478bda4a07f_124)] [added: Income](#ia6967ce70ec94322adbe75cac189116b_130)] | | | [removed: [64](#i3fe0231415d74655827c5478bda4a07f_124)] [added: [65](#ia6967ce70ec94322adbe75cac189116b_130)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i3fe0231415d74655827c5478bda4a07f_127)] [added: Equity](#ia6967ce70ec94322adbe75cac189116b_133)] | | | [removed: [65](#i3fe0231415d74655827c5478bda4a07f_127)] [added: [66](#ia6967ce70ec94322adbe75cac189116b_133)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i3fe0231415d74655827c5478bda4a07f_130)] [added: Flows](#ia6967ce70ec94322adbe75cac189116b_136)] | | | [removed: [66](#i3fe0231415d74655827c5478bda4a07f_130)] [added: [67](#ia6967ce70ec94322adbe75cac189116b_136)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i3fe0231415d74655827c5478bda4a07f_133)] [added: Statements](#ia6967ce70ec94322adbe75cac189116b_139)] | | | [removed: [67](#i3fe0231415d74655827c5478bda4a07f_133)] [added: [68](#ia6967ce70ec94322adbe75cac189116b_139)] | | |

| [Schedule II — Valuation and Qualifying [removed: Accounts](#i3fe0231415d74655827c5478bda4a07f_211)] [added: Accounts](#ia6967ce70ec94322adbe75cac189116b_220)] | | | [removed: [103](#i3fe0231415d74655827c5478bda4a07f_211)] [added: [103](#ia6967ce70ec94322adbe75cac189116b_220)] | | |

We have audited the accompanying consolidated balance sheets of Tapestry, Inc. and subsidiaries (the "Company") as of July [removed: 2, 2022] [added: 1, 2023] and July [removed: 3, 2021,] [added: 2, 2022,] the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended July [removed: 2, 2022,] [added: 1, 2023,] and the related notes and the financial statement Schedule II listed in the Index to the Consolidated Financial Statements (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July [removed: 2, 2022] [added: 1, 2023] and July [removed: 3, 2021,] [added: 2, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended July [removed: 2, 2022,] [added: 1, 2023,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of July [removed: 2, 2022,] [added: 1, 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August [removed: 18, 2022,] [added: 17, 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.

The fair values of the Kate Spade brand reporting unit and indefinite-lived [removed: brand] [added: brand, which are included in the Company's goodwill and intangible asset balances, respectively,] as of the fiscal [removed: 2022] [added: 2023] testing date exceeded their respective carrying values by approximately [removed: 50%] [added: 20%] and [removed: 90%,] [added: 40%,] respectively.

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

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

- We evaluated management’s ability to accurately forecast by comparing [added: Kate Spade] actual revenue and profit margin results to historical projections.

- We evaluated management’s [added: Kate Spade] revenue and profit margin projections over the projection period by comparing them with (1) internal communications to management and the Board of Directors, (2) peer companies, and (3) industry and market conditions.

- With the assistance of our fair value specialists, we evaluated the [added: Kate Spade] market approach, including evaluating the reasonableness of the selected guideline public companies and the resulting market multiples calculations, as well as benchmarking the selected multiples against these guideline public companies.

- We used the assistance of our fair value specialists to assess the acceptability of the weighting applied to value indications from different valuation [removed: techniques.][added: techniques for Kate Spade.]

- We used the assistance of our fair value specialists to assess the acceptability of the implied equity [removed: premium.][added: premium for Kate Spade.]

- We used the assistance of our fair value specialists in evaluating the [added: Kate Spade] fair value methodology and the discount rate, including testing the underlying source information and the mathematical accuracy of the calculations.

We have audited the internal control over financial reporting of Tapestry, Inc. and subsidiaries (the “Company”) as of July [removed: 2, 2022] [added: 1, 2023] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July [removed: 2, 2022,] [added: 1, 2023,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated financial statements and financial statement schedule as of and for the year ended July [removed: 2, 2022,] [added: 1, 2023,] of the Company and our report dated August [removed: 18, 2022,] [added: 17, 2023,] expressed an unqualified opinion on those financial statements.

| | | | July [added: 1, 2023 | | | | | | July] 2, [removed: 2022] [added: 2022] | | | | | | July 3, 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 789.8] [added: 726.1] | | | | | $ | [removed: 2,007.7] [added: 789.8] | |

| Short-term investments | | | [removed: 163.4] [added: 15.4] | | | | | | [removed: 8.1] [added: 163.4] | | |

| Trade accounts receivable, less allowances for credit losses of [removed: $3.7] [added: $5.8] and [removed: $4.2,] [added: $3.7,] respectively | | | [removed: 252.3] [added: 211.5] | | | | | | [removed: 200.2] [added: 252.3] | | |

| Inventories | | | [removed: 994.2] [added: 919.5] | | | | | | [removed: 734.8] [added: 994.2] | | |

| Income tax receivable | | | [removed: 217.2] [added: 231.1] | | | | | | [removed: 254.6] [added: 217.2] | | |

| Prepaid expenses | | | [removed: 105.2] [added: 126.3] | | | | | | [removed: 93.8] [added: 105.2] | | |

| Other current assets | | | [removed: 51.7] [added: 133.6] | | | | | | [removed: 76.1] [added: 51.7] | | |

| Total current assets | | | [removed: 2,573.8] [added: 2,363.5] | | | | | | [removed: 3,375.3] [added: 2,573.8] | | |

| Property and equipment, net | | | [removed: 544.4] [added: 564.5] | | | | | | [removed: 678.1] [added: 544.4] | | |

| Operating lease right-of-use assets | | | [removed: 1,281.6] [added: 1,378.7] | | | | | | [removed: 1,496.6] [added: 1,281.6] | | |

| Goodwill | | | [removed: 1,241.5] [added: 1,227.5] | | | | | | [removed: 1,297.3] [added: 1,241.5] | | |

| Intangible assets | | | [removed: 1,366.6] [added: 1,360.1] | | | | | | [removed: 1,373.4] [added: 1,366.6] | | |

| Deferred income taxes | | | [removed: 47.9] [added: 40.4] | | | | | | [removed: 65.6] [added: 47.9] | | |

| Other assets | | | [removed: 209.5] [added: 182.1] | | | | | | [removed: 96.1] [added: 209.5] | | |

| /s/ Alan Lau | | | | | | Director | | |

| Alan Lau | | | | | | | | |

August 17, 2023

August 17, 2023

| Total assets | | | $ | 7,116.8 | | | | | $ | 7,265.3 | |

| Net income (loss) | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 936.0 | | | | | | — | | | | | | 936.0 | | |

| Repurchase of common stock, including excise tax | | | (17.8) | | | | | | | | | | | | (0.2) | | | | | | — | | | | | | (703.3) | | | | | | — | | | | | | (703.5) | | |

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

| Balance at July 1, 2023 | | | 227.4 | | | | | | | | | | | | $ | 2.3 | | | | | $ | 3,682.2 | | | | | $ | (1,216.8) | | | | | $ | (189.9) | | | | | $ | 2,277.8 | |

| Loss on extinguishment of debt | | | — | | | | | | 53.7 | | | | | | — | | |

| Settlement of net investment hedge | | | 41.9 | | | | | | — | | | | | | — | | |

The Covid-19 pandemic has resulted in varying degrees of business disruption for the Company since it began in fiscal 2020 and has impacted all regions around the world, resulting in restrictions and shutdowns implemented by national, state, and local authorities.

Such disruptions continued during the first half of fiscal 2023, and the Company's results in Greater China were adversely impacted as a result of the Covid-19 pandemic.

Starting in December 2022, certain government restrictions were lifted in the region and business trends have improved.

The Company continues to monitor the latest developments regarding the Covid-19 pandemic and potential impacts on our business, operating results and outlook.

Effective January 1, 2023, the Company is subject to a 1% excise tax on net share repurchases as part of the Inflation Reduction Act of 2022, which is recorded in Retained earnings as part of Stockholders' Equity.

In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2022-04, "Liabilities—Supplier Finance Programs (Subtopic 405-50)", which is intended to enhance the transparency of supplier finance programs.

The ASU requires the buyer in a supplier finance program to disclose sufficient information about the program in order to allow a user of financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude.

The requirements of the new standard will be effective for annual reporting periods beginning after December 15, 2022, and interim periods within those annual periods, which for the Company is the first quarter of fiscal 2024.

Early adoption is permitted.

| Coach | | | $ | 3,037.5 | | | | | $ | 896.7 | | | | | $ | 752.9 | | | | | $ | 273.3 | | | | | $ | 4,960.4 | |

| Kate Spade | | | 1,142.8 | | | | | | 47.9 | | | | | | 140.4 | | | | | | 87.8 | | | | | | 1,418.9 | | |

| Stuart Weitzman | | | 180.0 | | | | | | 71.2 | | | | | | 1.8 | | | | | | 28.6 | | | | | | 281.6 | | |

| Total | | | $ | 4,360.3 | | | | | $ | 1,015.8 | | | | | $ | 895.1 | | | | | $ | 389.7 | | | | | $ | 6,660.9 | |

| Cash payments | | | (1.1) | | | | | | (0.2) | | | | | | (5.5) | | | | | | (6.8) | | |

| Non-cash charges | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Liability balance as of July 1, 2023 | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | |

| Balances at July 1, 2023 | | | $ | 34.9 | | | | | $ | — | | | | | | | | $ | (224.8) | | | | | $ | (189.9) | |

(1) There was no share-based compensation expense under the Acceleration program during fiscal year ended July 1, 2023.

| Granted | | | 1.1 | | | | | | 35.42 | | | | | | | | | | | | | | |

| Exercised | | | (1.4) | | | | | | 26.18 | | | | | | | | | | | | | | |

| Forfeited or expired | | | (1.0) | | | | | | 50.17 | | | | | | | | | | | | | | |

| Outstanding at July 1, 2023 | | | 8.7 | | | | | | 34.02 | | | | | | 5.3 | | | | | | $ | 90.4 | |

| Exercisable at July 1, 2023 | | | 5.8 | | | | | | 36.52 | | | | | | 4.1 | | | | | | 49.3 | | |

| Granted | | | 2.5 | | | | | | 35.53 | | |

| Vested | | | (2.4) | | | | | | 25.61 | | |

| Non-vested at July 1, 2023 | | | 5.9 | | | | | | 28.69 | | |

| Granted | | | 0.4 | | | | | | 35.46 | | |

| Vested | | | (1.7) | | | | | | 17.09 | | |

| Non-vested at July 1, 2023 | | | 0.7 | | | | | | $ | 38.27 | |

| | | | | | | | | |

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

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

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

TAPESTRY, INC.

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

August 18, 2022

| Impairment of goodwill and intangible assets | | | — | | | | | | — | | | | | | 477.7 | | |

| Change in pension liability, net | | | — | | | | | | — | | | | | | (1.7) | | |

| Balance at June 29, 2019 | | | 286.8 | | | | | | | | | | | | $ | 2.9 | | | | | $ | 3,302.1 | | | | | $ | 291.6 | | | | | $ | (83.2) | | | | | $ | 3,513.4 | |

| Repurchase and retirement of common stock | | | (11.9) | | | | | | | | | | | | (0.1) | | | | | | — | | | | | | (299.9) | | | | | | — | | | | | | (300.0) | | |

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

| Integration and restructuring activities | | | — | | | | | | — | | | | | | 14.0 | | |

| Proceeds from revolver | | | — | | | | | | — | | | | | | 700.0 | | |

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

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

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

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

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

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

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

There can be no assurance, however, that any such capital will be available to the Company on acceptable terms or at all.

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

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

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

Refer to Part I, Item 1A.

"Risk Factors" herein.

Notes to Consolidated Financial Statements (Continued)

and determination of appropriate market comparables and recent transactions.

In fiscal 2020, the Company recorded a goodwill impairment charge of $210.7 million related to the Stuart Weitzman reporting unit and an impairment charge of $267.0 million related to the Stuart Weitzman indefinite-lived brand.

customers.

adjustment for the Company’s credit risk.

In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes".

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

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

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

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| | | | (millions) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fiscal 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |