Tapestry (TPR) 10-K risk factor changes: FY2024 vs FY2023

Economic conditions, such as an economic recession, downturn, periods of inflation or uncertainty, could materially adversely affect our financial condition, results of operations and consumer purchases of [removed: luxury] [added: discretionary] items.

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, pandemics, natural disasters, raw material costs, fuel and energy [removed: costs (including oil prices),] [added: costs,] 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 malls, shopping centers and online.

Many of our products [removed: may] [added: can] be considered discretionary items for consumers.

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

Consumer purchases of discretionary [removed: luxury] items, such as the Company's products, tend to decline during recessionary periods or periods of sustained high [removed: unemployment,] [added: unemployment] when disposable income is lower.

[removed: The] [added: Public health crises, such as the] Covid-19 [removed: pandemic and resulting adverse economic conditions] [added: pandemic,] may [removed: continue to] adversely affect our business, financial condition, results of operations and cash flows.

[removed: The] [added: Widespread public health crises, such as the] Covid-19 [removed: pandemic has] [added: pandemic, have] had, and [removed: may continue to] [added: could in the future] have, a [removed: significant] [added: negative] impact on our operations, cash flow and liquidity.

We operate on a global basis, with approximately [removed: 39.3%] [added: 40.8%] of our net sales coming from operations outside of United States for fiscal year [removed: 2023.][added: 2024.]

- political or economic instability or changing macroeconomic conditions in our major markets, including the potential impact of (1) new policies that may be implemented by the U.S. or other jurisdictions, particularly with respect to tax and trade [removed: policies or] [added: policies,] (2) [added: the outcome of several elections worldwide, inclusive of the 2024 U.S. Presidential, congressional, and state elections and policy shifts resulting from those elections, and (3)] sanctions and related activities by the United States, European Union (“E.U.”) and others;

- changes to the U.S.'s participation in, withdrawal out of, renegotiation of certain international trade agreements or other major trade related [removed: issues] [added: issues,] including the non-renewal of expiring favorable tariffs granted to developing countries, tariff [removed: quotas,] [added: quotas] and retaliatory tariffs, trade sanctions, new or onerous trade restrictions, embargoes and other stringent government controls;

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

- changes in tourist shopping [removed: patterns,] [added: patterns and consumer behavior,] particularly that of the Chinese consumer;

- continued disruptions or delays in shipments whether due to port congestion, logistics carrier disruption (including as a result of labor disputes), [added: militant attacks on commercial shipping vessels in the Red Sea,] 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;

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

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

We are subject to labor laws governing relationships with employees, including minimum wage requirements, overtime, working [removed: conditions,] [added: conditions] and citizenship requirements.

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

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

[removed: Building on the success of the Company’s strategic growth plan from fiscal 2020 through fiscal 2022, the] [added: 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.

We face intense competition [added: from many other brands] in the product lines and markets [removed: in which] [added: that] we [removed: operate.][added: participate, which include the Company's wholesale customers.]

- developing and producing innovative, high-quality products in sizes, colors, and styles that appeal to [removed: consumers] [added: a diverse group] of [removed: varying age group;][added: consumers;]

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

Furthermore, the product lines we have historically marketed and those that we plan to market in the future are becoming increasingly subject to rapidly changing fashion trends [removed: and consumer preferences, including the increasing shift to digital brand engagement and social media communication.]

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

If any of these centers were to shut down or otherwise become inoperable or inaccessible for any reason, [added: including as a result of accidents, economic and weather conditions, natural disasters, pandemic diseases, labor shortages and other unforeseen events and circumstances,] 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 computer-controlled equipment, they are susceptible to risks including power interruptions, [removed: hardware and] system failures, software viruses, [added: configuration errors] and security breaches.

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

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

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 [removed: effects of the Covid-19 pandemic,] [added: other macroeconomic events,] we may be faced with significant excess inventories for some products and missed opportunities for other products.

[removed: In addition, 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.

Our wholesale business comprised approximately [removed: 11%] [added: 12%] of total net sales for fiscal [removed: 2023.][added: 2024.]

Furthermore, a decision by the controlling owner of a group of stores or any other significant customer, whether motivated by competitive conditions, financial difficulties or otherwise, to decrease or eliminate the amount of merchandise purchased from us or our licensing partners could result in an adverse effect on the sales and profitability within this [added: business] channel.

Additionally, certain of our wholesale customers, particularly those located in the U.S., have in the past been highly promotional and have [removed: aggressively] marked down their merchandise and may do so again in the future, which could [removed: negatively] impact our brands or could affect our business, results of operations, and financial condition.

The integration process of any newly acquired company, such as our proposed [removed: acquisition of] Capri [removed: Holdings Limited ("Capri"),] [added: Acquisition,] may be complex, costly and time-consuming.

- failure of the business to perform as planned following the acquisition or achieve anticipated [removed: revenue] [added: revenue, cash flow] or profitability targets;

- delays, unexpected costs or difficulties in completing the [added: acquisition or] integration of acquired companies or [removed: assets;][added: assets, including as a result of regulatory challenges;]

Our failure to successfully complete the integration of any acquired [removed: business] [added: business, including as a result of regulatory challenges,] and any adverse consequences associated with future acquisition activities, could have an adverse effect on our business, financial condition and operating results.

In addition, fluctuations in net sales, operating income and operating cash flows of the Company in any fiscal quarter may be affected by the timing of wholesale shipments and other events affecting retail sales, including adverse weather conditions or other macroeconomic [removed: events, including the impact of the Covid-19 pandemic.][added: events.]

Generally, our leases are “net” leases, which require us to pay our proportionate share of the cost of insurance, taxes, [removed: maintenance and utilities.]

Potential risks to our business include but are not limited to: (i) disruption of our supply chain; (ii) loss or disruption of key manufacturing or fulfillment sites; (iii) closures, operating restrictions and capacity restrictions at our stores and our ability to negotiate existing lease agreements; (iv) changes in consumer shopping behavior, including reduced discretionary spending; (v) costs associated with adhering to regulations and protecting the health and safety of our employees and customers, (vi) excess inventory leading to increased promotional activity, (vii) heightened competition for retail and fulfillment center employees, (viii) our ability access capital markets and to make payments on and refinance our debt obligations; and (ix) our ability to pay dividends or conduct stock repurchases.

and consumer preferences, including the increasing shift to digital brand engagement and social media communication.

In order to consummate the Capri Acquisition (as defined below), we and Capri must obtain certain regulatory approvals and satisfy closing conditions, and if such approvals are not granted or are granted untimely and/or with conditions, and if closing conditions are not satisfied, consummation of the Capri Acquisition may be jeopardized or the anticipated benefits of the Capri Acquisition may not be realized.

On August 10, 2023, we entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among us, Capri and Sunrise Merger Sub, Inc. ("Merger Sub"), pursuant to which we agreed to acquire any and all of Capri’s ordinary shares (other than (a) Capri’s ordinary shares that are issued and outstanding immediately prior to the consummation of the acquisition that are owned or held in treasury by us or by Capri or any of its direct or indirect subsidiaries and (b) Capri’s ordinary shares that are issued and outstanding immediately prior to the consummation of the acquisition that are held by holders who have properly exercised dissenters’ rights in accordance with, and who have complied with, Section 179 of the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands) in cash at a purchase price of $57.00 per share, without interest, subject to any required tax (the "Capri Acquisition").

The consummation of the Capri Acquisition remains subject to the receipt of certain regulatory approvals and the satisfaction of certain closing conditions.

Subject to limited exceptions, we or Capri may terminate the Merger Agreement if the Capri Acquisition is not consummated on or before August 10, 2024, subject to two extensions of up to three months each in certain circumstances, including to obtain required regulatory approvals.

On April 22, 2024, the Federal Trade Commission ("FTC") filed a preliminary injunction action against Tapestry and Capri in the United States District Court for the Southern District of New York seeking to enjoin the consummation of the Capri Acquisition.

The FTC’s action alleges that the Capri Acquisition, if consummated, would violate Section 7 of the Clayton Act and that the Merger Agreement and the Capri Acquisition constitute unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and should be enjoined.

There can be no assurance as to the outcome of litigation with the FTC or that we will receive regulatory approval from the FTC on a timely basis or at all, and there can be no assurance that if regulatory clearance is obtained, it will not be subject to the compliance of certain conditions or impose limitations, obligations or restrictions that could have the direct or indirect effect of delaying or preventing the completion of the Capri Acquisition, imposing additional material costs on or materially limiting our revenues following the Capri Acquisition or otherwise reducing the anticipated benefits of the Capri Acquisition, or resulting in the abandonment of the Capri Acquisition.

If the Capri Acquisition is not completed on a timely basis or at all, our ongoing business may be adversely affected as follows:

- we may experience negative reactions from the financial markets, including investors and rating agencies, and the price of our common stock could decline;

- we have incurred, and will continue to incur, significant costs, expenses and fees, in connection with the Capri Acquisition and the transactions contemplated by the Capri Acquisition, for which we may receive little or no benefit if the Capri Acquisition is not completed, including in connection with the issuance and mandatory redemption of $4.50 billion of Capri Acquisition USD Senior Notes and €1.50 billion of Capri Acquisition EUR Senior Notes (both as defined below) at 101% of par value if the Capri Acquisition is not completed by February 10, 2025 (or such later date mutually agreed between us and Capri);

- investor and consumer confidence in our business could decline, relationships with vendors, service providers, investors and other third parties may be adversely impacted, and we may be unable to retain key personnel;

- we may be subject to litigation, which could result in significant costs and expenses;

- management’s focus may be diverted from day-to-day business operations and pursuing other opportunities that could have been beneficial to us; and

- the anticipated benefits of the Capri Acquisition could be delayed or reduced.

- failures or delays in receiving the necessary approvals by the relevant regulators and authorities;

Even if the integration of any acquired business is successfully completed, the full expected benefits and synergies of the acquisition may not be realized.

Additional unanticipated costs, which could be material, may also be incurred in the integration of our business and the acquired business.

Additionally, the full benefits of an acquisition may not be realized if the combined business does not perform as expected or demand for the combined company’s services does not meet our expectations.

Our multi-brand Nevada fulfillment center began operations in May 2023.

In addition, the remaining impacts of the pandemic, political instability, trade relations, sanctions, price inflationary pressure, or other

maintenance and utilities.

Lastly, we could face sizable fines, significant breach containment and notification costs to supervisory authorities

As of June 29, 2024, our consolidated debt was approximately $7.24 billion.

In order to consummate the Capri Acquisition, we issued approximately $6.10 billion of Capri Acquisition Senior Notes (as defined below) in November 2023 and expect to incur up to an additional $1.40 billion of indebtedness under the Capri Acquisition Term Loan Facilities (as defined below) at closing.

We also expect to assume certain of Capri’s indebtedness outstanding at closing.

The Revolving Credit Facility includes a maximum net leverage ratio of 4:00 to 1:00, which, upon the consummation of the Capri Acquisition, increases to (i) 4.75 to 1.00 from and including the closing date of the Capri Acquisition to but excluding June 28, 2025, (ii) 4.50 to 1.00 from and including June 28, 2025 to but excluding June 27, 2026, and (iii) 4.00 to 1.00 from and including June 27, 2026 and thereafter.

We have also entered into the $1.40 billion Capri Acquisition Term Loan Facilities, comprised of (i) the Tranche A term loan commitments, in an aggregate amount of $1.05 billion and which mature three years after the date on which the Capri Acquisition is consummated, and (ii) the Tranche B term loan commitments, in an aggregate amount of $350 million and which mature five years after the date on which the Capri Acquisition is consummated.

The Capri Acquisition Term Loan Facilities currently remain unfunded.

The Capri Acquisition Term Loan Facilities include the same affirmative and negative covenants as our Revolving Credit Facility and requires compliance with the same maximum net leverage ratio from and after consummation of the Capri Acquisition.

The amount of cash required to service our increased indebtedness is greater than the amount of cash flows required prior to the announcement of the Capri Acquisition.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness.

These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.

We could

The CAMT was effective at the beginning of fiscal 2024 and did not have a material impact on the Company’s effective tax rate.

Based on the countries in which we do business that have enacted legislation effective January 1, 2025, we do not expect the impact of these changes to be material for fiscal 2025.

A number of other countries are also implementing similar legislation with effective dates starting in 2026.

As a result, we do expect a modest negative impact on the Company’s effective tax rate, however, this could change as other countries enact similar legislation and further guidance is released.

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

These requirements resulted in temporary closures of the majority of the Company's directly operated stores globally for some period of time to help reduce the spread of Covid-19 during fiscal 2020.

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

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.

Our competitors are European and American luxury brands, as well as private label retailers, including some of the Company's wholesale customers.

Tapestry, Inc. is a New York-based house of iconic accessories and lifestyle brands.

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

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.

Any 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.

Our wholesale customers have also experienced significant business disruptions as a result of the Covid-19 pandemic, including reduced operations or the closure, temporarily or permanently, of many of our wholesale partners.

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.

We also may decide not to renew our agreements with our licensing partners and bring certain categories in-house.

We may face unexpected difficulties or costs in connection with any action to bring currently licensed categories in-house.

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

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

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 either will have on the Company’s tax rate and financial results.

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

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 monitor our global foreign currency exposure.

Additionally, our international subsidiaries primarily use local currencies as the functional currency and translate their financial results from the local currency to U.S. dollars.

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 [removed: condition,] [added: condition] and liquidity.

- *Results of operations.* An analysis of our results of operations in fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022.][added: 2023.]

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

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

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

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

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

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

Each of our brands is unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across [added: business] channels and geographies.

Our success does not depend solely on the performance of a single [added: business] channel, geographic area or brand.

[removed: Building on the success of the strategic growth plan from fiscal 2020 through fiscal 2022 (the “Acceleration Program”), in] [added: 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:

Consumer preferences, macroeconomic conditions, foreign currency fluctuations and geopolitical events continue to impact overall levels of consumer travel and spending on discretionary items, with inconsistent patterns across [added: business] channels and geographies.

During fiscal [removed: 2023,] [added: 2024,] the macroeconomic environment remained challenging and volatile.

Several organizations that monitor the world’s economy, including the International Monetary Fund, continue to forecast growth in the global [removed: economy.][added: economy, and remains unchanged since the third quarter of fiscal 2024.]

[removed: Nevertheless, the updated] [added: The] forecast is [removed: still] below the historical [removed: average, which] [added: growth average and] is reflective of the current volatile environment, including [removed: higher than anticipated inflation,] tighter monetary and fiscal policies [removed: aiming] [added: which have started] to [removed: lower] [added: moderate] inflation, financial market [removed: volatility,] [added: volatility] and the negative economic impacts [removed: due to the crisis] [added: of geopolitical instability] in [removed: Ukraine.][added: certain regions of the world.]

In fiscal [removed: 2023,] [added: 2024,] the U.S. Dollar has [removed: appreciated] [added: continued to fluctuate] as compared to foreign currencies in regions where we conduct our business.

During fiscal [removed: 2023,] [added: 2024,] this trend has resulted in [removed: adverse] impacts to our business [removed: as compared to prior year,] including, but not limited to, decreased Net [removed: 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.]

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, [removed: state,] [added: state] and local authorities.

As a result, during fiscal [removed: 2023,] [added: 2024,] the Company incurred lower freight expense of [removed: $84.8] [added: $84.2] million when compared to the prior year, positively impacting gross margin by approximately [removed: 140] [added: 130] basis points.

On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law by the Biden Administration, with tax provisions primarily focused on implementing a 15% [removed: corporate alternative minimum tax] [added: CAMT] on global adjusted financial statement income [removed: ("CAMT")] and a 1% excise tax on share repurchases.

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

The following table summarizes results of operations for fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022.][added: 2023.]

| | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | | | | | | | July [removed: 2, 2022] [added: 1, 2023] | | | | | | | | | | | | Variance | | | | | | | | |

| Net sales | | | $ | [removed: 6,660.9] [added: 6,671.2] | | | | | 100.0 | | % | | | | $ | [removed: 6,684.5] [added: 6,660.9] | | | | | 100.0 | | % | | | | $ | [removed: (23.6)] [added: 10.3] | | | | | [removed: (0.4)] [added: 0.2] | | % |

| Operating income (loss) | | | [removed: 1,172.4] [added: 1,140.1] | | | | | | [removed: 17.6] [added: 17.1] | | | | | | [removed: 1,175.8] [added: 1,172.4] | | | | | | 17.6 | | | | | | [removed: (3.4)] [added: (32.3)] | | | | | | [removed: (0.3)] [added: (2.8)] | | |

| Interest expense, net | | | [removed: 27.6] [added: 125.0] | | | | | | [removed: 0.4] [added: 1.9] | | | | | | [removed: 58.7] [added: 27.6] | | | | | | [removed: 0.9] [added: 0.4] | | | | | | [removed: (31.1)] [added: 97.4] | | | | | | [removed: (53.0)] [added: NM] | | |

| Income [removed: (Loss)] [added: (loss)] before provision for income taxes | | | [removed: 1,143.1] [added: 1,011.9] | | | | | | [removed: 17.2] [added: 15.2] | | | | | | [removed: 1,047.0] [added: 1,143.1] | | | | | | [removed: 15.7] [added: 17.2] | | | | | | [removed: 96.1] [added: (131.2)] | | | | | | [removed: 9.2] [added: (11.5)] | | |

| Provision for income taxes | | | [removed: 207.1] [added: 195.9] | | | | | | [removed: 3.1] [added: 2.9] | | | | | | [removed: 190.7] [added: 207.1] | | | | | | [removed: 2.9] [added: 3.1] | | | | | | [removed: 16.4] [added: (11.2)] | | | | | | [removed: 8.6] [added: (5.4)] | | |

| Net income (loss) | | | [removed: 936.0] [added: 816.0] | | | | | | [removed: 14.1] [added: 12.2] | | | | | | [removed: 856.3] [added: 936.0] | | | | | | [removed: 12.8] [added: 14.1] | | | | | | [removed: 79.7] [added: (120.0)] | | | | | | [removed: 9.3] [added: (12.8)] | | |

The reported results during fiscal [removed: 2022] [added: 2024] reflect certain items which affect the comparability of our results, as noted in the following [removed: tables.][added: table.]

[removed: Fiscal 2022 Items][added: Fiscal 2024 Items]

| | | | [removed: Fiscal] [added: Fiscal] Year Ended [removed: July 2, 2022 | | | | | | | | | | | |] [added: June 29, 2024] | | | | | | | | | | | | | | |

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

| | | | [removed: GAAP] [added: GAAP] Basis (As [removed: Reported) | | | | | | Acceleration Program | | | | | |] [added: Reported)] | | | | | | [removed: Debt Extinguishment] [added: Acquisition Costs] | | | | | | [removed: Non-GAAP] [added: Non-GAAP] Basis (Excluding [removed: Items)] [added: Items)] | | |

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

| Kate Spade | | | [removed: 912.0 | | | | | | — | | | | | |] [added: 132.6] | | | | | | [removed: —] [added: —] | | | | | | [removed: 912.0] [added: 132.6] | | |

| Stuart Weitzman | | | [removed: 184.6 | | | | | | — | | | | | |] [added: (21.2)] | | | | | | [removed: —] [added: —] | | | | | | [removed: 184.6] [added: (21.2)] | | |

[removed: | Provision] [added: Provision (Benefit)] for [removed: income taxes | | | 190.7 | | | | | | (3.4) | | | | | | | | | | | | (12.9) | | | | | | 207.0 | | |][added: Income Taxes]

| [removed: Net] [added: Net] income (loss) per diluted common [removed: share | | | $ | 3.17 | | | | | $ | (0.15) | |] [added: share] | | | [added: $] | [added: 3.50] | | | | | [removed: $] [added: $] | [removed: (0.15)] [added: (0.79)] | | | | | [removed: $] [added: $] | [removed: 3.47] [added: 4.29] | |

In fiscal [removed: 2022] [added: 2024,] the Company incurred [removed: adjustments] [added: charges] as follows:

Fiscal 2024, fiscal 2023 and fiscal 2022 were 52-week periods.

The Capri Acquisition, once completed, will bring together six highly complementary brands with global reach, powered by the Company’s data-rich customer engagement platform and diversified, direct-to-consumer operating model.

The transaction is expected to close during calendar year 2024.

In order to finance the Capri Acquisition, on November 27, 2023, the Company issued $4.50 billion of U.S. dollar-denominated senior unsecured notes (the "Capri Acquisition USD Senior Notes") and €1.50 billion of Euro-denominated senior unsecured notes (the "Capri Acquisition EUR Senior Notes" and, together with the Capri Acquisition USD Senior Notes, the "Capri Acquisition Senior Notes") which, together with the $1.40 billion of delayed draw unsecured term loan facilities (the "Capri Acquisition Term Loan Facilities") executed on August 30, 2023, complete the expected financing for the Capri Acquisition.

The Company has received regulatory approval from all applicable jurisdictions except for the United States.

On April 22, 2024, the FTC filed a complaint against the Company and Capri in the United States District Court for the Southern District of New York seeking to enjoin the consummation of the Capri Acquisition.

The FTC’s complaint alleges that the Capri Acquisition, if consummated, would violate Section 7 of the Clayton Act and that the Merger Agreement and the Capri Acquisition constitute unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and should be enjoined.

The Company believes the FTC’s claims are without merit and intends to defend the lawsuit vigorously.Refer to Note 5, "Acquisitions" for further information.

In fiscal 2024, freight costs have continued to moderate as compared to prior year.

sales of $77.3 million, a positive impact to gross margin of approximately 30 basis points which benefited from the Company's hedging activity and approximately 10 basis point positive impact to operating margin.

Geopolitical Disruptions to Supply Chain

During fiscal 2024, certain geopolitical events have impacted trade routes in the Red Sea which have modestly increased inventory in-transit times and costs.

The Company has taken actions to minimize any potential disruptions and, at this time, does not anticipate material impact to our business or operating results.

We will continue to closely monitor the situation.

During fiscal 2024, the Covid-19 pandemic did not materially impact our business or operating results.

The CAMT was effective at the beginning of fiscal 2024 and did not have a material impact on the Company’s effective tax rate.

Based on the countries in which we do business that have enacted legislation effective January 1, 2025, we do not expect the impact of these changes to be material for fiscal 2025.

A number of other countries are also implementing similar legislation with effective dates starting in 2026.

As a result, we do expect a modest negative impact on the Company’s effective tax rate, however, this could change as other countries enact similar legislation and further guidance is released.

We continue to closely monitor regulatory developments to assess potential impacts.

FISCAL 2024 COMPARED TO FISCAL 2023

| Gross profit | | | 4,889.5 | | | | | | 73.3 | | | | | | 4,714.9 | | | | | | 70.8 | | | | | | 174.6 | | | | | | 3.7 | | |

| SG&A expenses | | | 3,749.4 | | | | | | 56.2 | | | | | | 3,542.5 | | | | | | 53.1 | | | | | | 206.9 | | | | | | 5.8 | | |

| Other expense (income) | | | 3.2 | | | | | | — | | | | | | 1.7 | | | | | | — | | | | | | 1.5 | | | | | | 84.1 | | |

| Basic | | | $ | 3.56 | | | | | | | | | | | $ | 3.96 | | | | | | | | | | | $ | (0.40) | | | | | (10.1) | | |

| Diluted | | | $ | 3.50 | | | | | | | | | | | $ | 3.88 | | | | | | | | | | | $ | (0.38) | | | | | (9.8) | | |

| Coach | | | $ | 1,651.1 | | | | | $ | — | | | | | $ | 1,651.1 | |

| Corporate | | | (622.4) | | | | | | (109.9) | | | | | | (512.5) | | |

| Operating income (loss) | | | $ | 1,140.1 | | | | | $ | (109.9) | | | | | $ | 1,250.0 | |

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

| Net income (loss) | | | $ | 816.0 | | | | | $ | (184.2) | | | | | $ | 1,000.2 | |

*•Acquisition Costs* - Total pre-tax charges of $226.6 million attributable to the Capri Acquisition.

These charges include:

◦*Interest expense, net*: $116.7 million of financing related charges, which primarily includes the net impact of the Capri Acquisition Senior Notes, and the financing fees of the unsecured bridge loan facility in an aggregate principal amount of up to $8.00 billion;

◦*SG&A expenses*: $109.9 million primarily related to professional fees recorded within Corporate.

Supplemental Segment Data

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

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

| | | | Fiscal Year Ended June 29, 2024 | | | | | | | | | | | | | | |

| | | | GAAP Basis (As Reported) | | | | | | Acquisition Costs | | | | | | Non-GAAP Basis (Excluding Items) | | |

The fiscal year ended July 1, 2023 was a 52-week period, July 2, 2022 was a 52-week period, and July 3, 2021 was a 53-week period.

Furthermore, refer to Part I, Item 1 - "Business" for additional discussion on our expected store openings and closures within each of our segments.

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

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.

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.

Supply Chain and Logistics Challenges

Covid-19 has and may cause disruptions in the Company’s supply chain within our third-party manufacturers and logistics providers.

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

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

Based on these actions and improved production levels, the Company has and expects that it will continue to be able to meet anticipated levels of demand.

The Company has experienced other global logistical challenges, such as delays as a result of port congestion, vessel availability, container shortages for imported products and rising freight costs.

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.

Generalized System of Preferences (“GSP”) program

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 and negatively impacting gross profit.

Crisis in Ukraine

In the 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 2023 and fiscal 2022.

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

The Company's total business in Europe represented less than 5% of fiscal 2023 and fiscal 2022 total Net sales.

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

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

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 either will have on the Company’s tax rate and financial results.

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

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.

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

| SG&A expenses | | | 3,542.5 | | | | | | 53.1 | | | | | | 3,474.6 | | | | | | 52.0 | | | | | | 67.9 | | | | | | 2.0 | | |

| Loss on extinguishment of debt | | | — | | | | | | — | | | | | | 53.7 | | | | | | 0.8 | | | | | | (53.7) | | | | | | NM | | |

| Other expense (income) | | | 1.7 | | | | | | — | | | | | | 16.4 | | | | | | 0.2 | | | | | | (14.7) | | | | | | (89.5) | | |

| Basic | | | $ | 3.96 | | | | | | | | | | | $ | 3.24 | | | | | | | | | | | $ | 0.72 | | | | | 22.2 | | |

| Diluted | | | $ | 3.88 | | | | | | | | | | | $ | 3.17 | | | | | | | | | | | $ | 0.71 | | | | | 22.3 | | |

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

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

| Coach | | | 3,553.8 | | | | | | — | | | | | | | | | | | | — | | | | | | 3,553.8 | | |

| Gross profit | | | $ | 4,650.4 | | | | | $ | — | | | | | | | | | | | $ | — | | | | | $ | 4,650.4 | |

| Coach | | | 2,079.9 | | | | | | 6.7 | | | | | | | | | | | | — | | | | | | 2,073.2 | | |

| Kate Spade | | | 754.6 | | | | | | 5.9 | | | | | | | | | | | | — | | | | | | 748.7 | | |

| Stuart Weitzman | | | 182.8 | | | | | | 3.6 | | | | | | | | | | | | — | | | | | | 179.2 | | |

As of [removed: July 1, 2023] [added: June 29, 2024] and July [removed: 2, 2022,] [added: 1, 2023, the total notional values of outstanding] forward currency contracts designated as cash flow hedges [removed: with a notional amount of $842.3] [added: were $764.6] million and [removed: $41.5] [added: $842.3] million, [removed: respectively, were outstanding.][added: respectively.]

As a result of the above considerations, we do not believe that we are exposed to any undue concentration of counterparty credit risk associated with our derivative contracts as of [removed: July 1, 2023.][added: June 29, 2024.]

As of [removed: July 1, 2023] [added: June 29, 2024] and July [removed: 2, 2022,] [added: 1, 2023,] the total notional values of outstanding forward foreign currency contracts related to these loans, payables and receivables were [removed: $272.3] [added: $348.2] million and [removed: $274.1] [added: $272.3] 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 [added: contracts] and [removed: cross-currency swap contracts.][added: net investment hedges.]

Under the [removed: terms] [added: term] of [removed: our cross-currency swaps,] [added: the cross currency swap contracts,] we will exchange the semi-annual fixed rate payments on United States denominated debt for fixed rate payments of [removed: 2.4%] [added: 6.0%] to [removed: 2.7%] [added: 6.3%] in Euros and [removed: 0.1%] [added: fixed rate payments of 3.1%] to [removed: (0.3)%] [added: 7.9%] in [removed: Japanese Yen.][added: USD.]

As of [removed: July 1, 2023,] [added: June 29, 2024,] a 10% appreciation or depreciation of the U.S. Dollar against the foreign currencies under contract would result in a net increase or decrease, respectively, in the fair value of our derivative portfolio of approximately [removed: $185] [added: $55.0] million.

Our exposure to changes in interest rates is primarily attributable to debt outstanding under the [removed: $1.25] [added: $1.05] Billion [removed: Revolving Credit] [added: Three-Year Term Loan] Facility and [removed: $500.0 Million] [added: the $350.0 million Five-Year] Term Loan [added: Facility] (collectively, the [removed: "Credit Facilities").][added: "Capri Acquisition Term Loan Facilities") and the $2.00 Billion Revolving Credit Facility.]

Borrowings under the [removed: $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 [added: rate based on the forward-looking SOFR] term [removed: secured overnight financing rate,] [added: rate administered by CME Group Benchmark Administration Limited (or any successor administrator satisfactory to the administrative agent),] (ii) for borrowings in Euros, the Euro Interbank Offered Rate, (iii) for borrowings in Pounds Sterling, the Sterling Overnight Index Average Reference Rate and (iv) for borrowings in Japanese Yen, the Tokyo Interbank Offer Rate, plus, in each case, an applicable margin.

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

Borrowings under the [added: Capri Acquisition] Term Loan [added: Facilities] bear interest at a rate per annum equal to, at the Company’s option, either [removed: (i)] [added: (a)] an alternate base rate or [removed: (ii)] [added: (b)] a [added: rate based on the forward-looking SOFR] term [removed: secured overnight financing] rate [added: administered by CME Group Benchmark Administration Limited (or any successor administrator)] plus, in each case, an applicable margin.

Borrowings under the [removed: Credit] [added: Capri Acquisition Term Loan] Facilities [added: and Revolving Credit Facility (collectively, the "Credit Facilities")] are subject to interest rate risk due to changes in SOFR.

A hypothetical 10% change in the Credit Facilities' interest rates would have resulted in an immaterial change in interest expense in fiscal [removed: 2023.][added: 2024.]

The Company is exposed to changes in interest rates related to the fair value of the [removed: Senior Notes.][added: senior unsecured notes.]

[removed: These] [added: The following table shows the estimated] fair values [removed: are] [added: of the senior unsecured notes at June 29, 2024 and July 1, 2023] based on external pricing data, including available quoted market prices of [removed: these] [added: the] instruments, and consideration of comparable debt instruments with similar interest rates and trading frequency, among other factors, and are classified as Level 2 measurements within the fair value [removed: hierarchy.][added: hierarchy:]

The interest rate payable on the [added: 4.125% Senior Notes due] 2027 [added: and the Capri Acquisition] Senior Notes will be subject to adjustments from time to time if either Moody’s or S&P or a substitute rating agency [removed: (as defined in the Prospectus Supplement furnished with the SEC on June 7, 2017)] downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the respective [removed: Senior Notes] [added: senior notes] of such series.

The fair value of outstanding forward currency contracts included in current assets at June 29, 2024 and July 1, 2023 was $58.3 million and $39.0 million, respectively.

The fair value of outstanding foreign currency contracts included in current liabilities at June 29, 2024 and July 1, 2023 was $4.8 million and $0.3 million, respectively.

The fair value of these contracts is sensitive to changes in foreign currency exchange rates.

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

As of June 29, 2024 and July 1, 2023, we have multiple fixed to fixed cross currency swap foreign exchange and forward foreign exchange agreements with aggregate notional amounts of $1.45 billion and $1.20 billion, respectively, 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 current assets and long-term assets at June 29, 2024 and July 1, 2023 was $32.2 million and $13.1 million, respectively.

The fair values of outstanding derivative contracts related to net investment hedges included in current and long-term liabilities at June 29, 2024 and July 1, 2023 was $139.4 million and $90.5 million, respectively.

The Company is exposed to interest rate risk in relation to its indebtedness and investments.

Our exposure to changes in interest rates is primarily attributable to debt outstanding under the Revolving Credit Facility.

Refer to Note 12, "Debt," for additional information.

The applicable margin will be adjusted by reference to a grid based on the ratio of (a) consolidated debt (with certain customary deductions for unrestricted cash and permitted investments) to (b) consolidated EBITDAR.

The applicable margin will initially be (x) in the case of the Three-Year Term Loan Facility, 0.250% for base rate loans and 1.250% for SOFR loans and (y) in the case of the Five-Year Term Loan Facility, 0.375% for base rate loans and 1.375% for SOFR loans.

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

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

| | | | June 29, 2024 | | | | | | July 1, 2023 | | |

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

| USD Senior Notes: | | | | | | | | | | | |

| 4.250% Senior Notes due 2025 | | | $ | 300.2 | | | | | $ | 295.1 | |

| 7.050% Senior Notes due 2025 | | | 508.1 | | | | | | — | | |

| 7.000% Senior Notes due 2026 | | | 770.7 | | | | | | — | | |

| 4.125% Senior Notes due 2027 | | | 378.2 | | | | | | 371.7 | | |

| 7.350% Senior Notes due 2028 | | | 1,036.5 | | | | | | — | | |

| 7.700% Senior Notes due 2030 | | | 1,042.9 | | | | | | — | | |

| 3.050% Senior Notes due 2032 | | | 402.9 | | | | | | 399.5 | | |

| 7.850% Senior Notes due 2033 | | | 1,311.3 | | | | | | — | | |

| EUR Senior Notes: | | | | | | | | | | | |

| 5.350% EUR Senior Notes due 2025(1) | | | 543.8 | | | | | | — | | |

| 5.375% EUR Senior Notes due 2027(1) | | | 550.8 | | | | | | — | | |

| 5.875% EUR Senior Notes due 2031(1) | | | 556.4 | | | | | | — | | |

(1)The fair values of the Capri Acquisition EUR Senior Notes include the impact of changes in the exchange rate of the United States Dollar against the Euro.

Refer to Note 12, "Debt" for further information on these instruments.

The Company is exposed to interest rate risk in relation to its $1.25 Billion Revolving Credit Facility and $500.0 Million Term Loan entered into under the credit agreement dated May 11, 2022, the Term Loan, the 2032 Senior Notes, 2027 Senior Notes, and 2025 Senior Notes (collectively the "Senior Notes") and investments.

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

At July 1, 2023, the fair value of the 2032 Senior Notes, 2027 Senior Notes and 2025 Senior Notes was approximately $399 million, $372 million and $295 million, respectively.

At July 2, 2022, the fair value of the 2032 Senior Notes, 2027 Senior Notes and 2025 Senior Notes was approximately $409 million, $383 million and $304 million, respectively.

Founded in 1941, Coach, Inc., the predecessor to Tapestry, [removed: Inc. (the "Company"),] [added: Inc.,] was incorporated in the state of Maryland in 2000.

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

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

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

[removed: Building on the success of the strategic growth plan from fiscal 2020 through fiscal 2022 (the “Acceleration Program”), in] [added: In] the first quarter of fiscal 2023, the Company introduced the 2025 growth [removed: strategy (“*future*speed”),] [added: 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 [removed: Company aims] [added: 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.

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, [removed: state,] [added: state] and local authorities.

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

[removed: Starting in December 2022,] [added: Towards the end of the first half of fiscal 2023,] certain government restrictions were lifted in the region and business trends [removed: have] improved.

This segment represented [removed: 74.5%] [added: 76.4%] of total net sales in fiscal [removed: 2023.][added: 2024.]

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

This segment represented [removed: 21.3%] [added: 20.0%] of total net sales in fiscal [removed: 2023.][added: 2024.]

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

This segment represented [removed: 4.2%] [added: 3.6%] of total net sales in fiscal [removed: 2023.][added: 2024.]

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

[added: - *Coach* \-] Coach is a global fashion house of accessories and lifestyle collections, founded in New York [added: City] in 1941.

Coach has built a legacy of [removed: craft] [added: craftsmanship] and a community that champions the courage to be real.

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

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

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

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

[removed: Wholesale —] We work closely with our wholesale partners to ensure a clear and consistent product presentation.

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

We custom tailor our assortments through wholesale product planning and allocation processes to match the attributes [added: to the consumers] of our [removed: department store consumers] [added: wholesale partners] in each local market.

As of [removed: July 1, 2023 and July 2, 2022, Coach did not have any] [added: June 29, 2024, there were no] customers who individually accounted for more than 10% of [removed: the segment's] [added: each segment’s] total net sales.

[added: |] Kate Spade [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[added: - *Kate Spade* \-] Since its launch in 1993 with a collection of six essential handbags, kate spade new york has always been colorful, bold and optimistic.

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

[removed: Stores — Kate Spade operates freestanding] [added: This includes] retail [removed: stores, including flagships,] and outlet [removed: stores] [added: stores, brand e-commerce sites] as well as concession shop-in-shops.

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

[added: |] Stuart Weitzman [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: By combining its artisanal Spanish craftsmanship and precisely engineered fit, the] [added: - *Stuart Weitzman* \- Since 1986,] New York City based global luxury footwear brand [removed: creates shoes that] [added: Stuart Weitzman has combined its signature artisanal craftsmanship and precise engineering to] empower women to stand strong.

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

[removed: LICENSING][added: LICENSING BUSINESS]

Our key licensing relationships and their fiscal year expirations as of [removed: July 1, 2023] [added: June 29, 2024] are as follows:

| Kate Spade | | | | | | Tableware and Housewares | | | | | | Lenox | | | | | | [removed: 2024] [added: 2025] | | |

Products made under license are, in most cases, sold through stores and wholesale [added: business] channels and, with the Company's approval, the licensees have the right to distribute products selectively through other venues, which provide additional, yet controlled, exposure of our brands.

| | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | | | | | | | July [removed: 2, 2022] [added: 1, 2023] | | | | | | | | | | | | July [removed: 3, 2021] [added: 2, 2022] | | | | | | | | |

| Women's Handbags | | | $ | [removed: 2,450.7] [added: 2,495.7] | | | | | [removed: 36.8] [added: 37.5] | | % | | | | $ | [removed: 2,574.8] [added: 2,450.7] | | | | | [removed: 38.5] [added: 36.8] | | % | | | | $ | [removed: 2,302.3] [added: 2,574.8] | | | | | [removed: 40.1%] [added: 38.5] | | [added: %] |

| Women's Accessories | | | [removed: 1,024.8] [added: 1,079.6] | | | | | | [removed: 15.4] [added: 16.2] | | | | | | [removed: 942.5] [added: 1,024.8] | | | | | | [removed: 14.1] [added: 15.4] | | | | | | [removed: 776.7] [added: 942.5] | | | | | | [removed: 13.5] [added: 14.1] | | |

Coach includes global sales of primarily Coach brand products to customers through our direct-to-consumer ("DTC"), wholesale and licensing businesses.

Having perfected the art of shoemaking for over 35 years, the brand continues to expand its assortment to feature handbags and men's footwear, all the while staying true to its ethos of inspiring strength and confidence with every step.

In addition to these reportable segments, the Company has certain corporate costs that are not directly attributable to its brands; therefore, they are not allocated to its segments.

Such costs primarily include certain overhead expenses related to corporate functions as well as certain administration, corporate occupancy, information technology, and depreciation costs.

DIRECT TO CONSUMER BUSINESS

Our DTC business consists of channels that provide us with immediate, controlled access to consumers.

Direct-to-consumer revenues were approximately 87% of total net sales in fiscal 2024.

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

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

| | | | | | | | | | | | | | | | | | | | | | | | | Variance | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | 2024 vs 2023 | | | | | | | | | | | | 2023 vs 2022 | | | | | | | | |

| Store Count | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | Amount | | | | | | % | | | | | | Amount | | | | | | % | | |

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

| North America | | | | | | 324 | | | | | | 330 | | | | | | 343 | | | | | | (6) | | | | | | (1.8) | | % | | | | (13) | | | | | | (3.8) | | % |

| International | | | | | | 606 | | | | | | 609 | | | | | | 602 | | | | | | (3) | | | | | | (0.5) | | % | | | | 7 | | | | | | 1.2 | | % |

| Total Coach | | | | | | 930 | | | | | | 939 | | | | | | 945 | | | | | | (9) | | | | | | (1.0) | | % | | | | (6) | | | | | | (0.6) | | % |

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

| North America | | | | | | 197 | | | | | | 205 | | | | | | 207 | | | | | | (8) | | | | | | (3.9) | | % | | | | (2) | | | | | | (1.0) | | % |

| International | | | | | | 181 | | | | | | 192 | | | | | | 191 | | | | | | (11) | | | | | | (5.7) | | % | | | | 1 | | | | | | 0.5 | | % |

| Total Kate Spade | | | | | | 378 | | | | | | 397 | | | | | | 398 | | | | | | (19) | | | | | | (4.8) | | % | | | | (1) | | | | | | (0.3) | | % |

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

| North America | | | | | | 34 | | | | | | 36 | | | | | | 39 | | | | | | (2) | | | | | | (5.6) | | % | | | | (3) | | | | | | (7.7) | | % |

| International | | | | | | 60 | | | | | | 57 | | | | | | 61 | | | | | | 3 | | | | | | 5.3 | | % | | | | (4) | | | | | | (6.6) | | % |

| Total Stuart Weitzman | | | | | | 94 | | | | | | 93 | | | | | | 100 | | | | | | 1 | | | | | | 1.1 | | % | | | | (7) | | | | | | (7.0) | | % |

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

| Tapestry | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| North America | | | | | | 555 | | | | | | 571 | | | | | | 589 | | | | | | (16) | | | | | | (2.8) | | % | | | | (18) | | | | | | (3.1) | | % |

| International | | | | | | 847 | | | | | | 858 | | | | | | 854 | | | | | | (11) | | | | | | (1.3) | | % | | | | 4 | | | | | | 0.5 | | % |

| Total Tapestry | | | | | | 1,402 | | | | | | 1,429 | | | | | | 1,443 | | | | | | (27) | | | | | | (1.9) | | % | | | | (14) | | | | | | (1.0) | | % |

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

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

| | | | | | | | | | | | | | | | | | | | | | | | | Variance | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | 2024 vs 2023 | | | | | | | | | | | | 2023 vs 2022 | | | | | | | | |

| Avg. Square Footage | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | Amount | | | | | | % | | | | | | Amount | | | | | | % | | |

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

| North America | | | | | | 4,905 | | | | | | 4,904 | | | | | | 4,839 | | | | | | 1 | | | | | | — | | % | | | | 65 | | | | | | 1.3 | | % |

| International | | | | | | 2,342 | | | | | | 2,294 | | | | | | 2,257 | | | | | | 48 | | | | | | 2.1 | | % | | | | 37 | | | | | | 1.6 | | % |

| Total Coach | | | | | | 3,235 | | | | | | 3,211 | | | | | | 3,194 | | | | | | 24 | | | | | | 0.7 | | % | | | | 17 | | | | | | 0.5 | | % |

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

| North America | | | | | | 2,949 | | | | | | 2,876 | | | | | | 2,863 | | | | | | 73 | | | | | | 2.5 | | % | | | | 13 | | | | | | 0.5 | | % |

Covid-19 Impact

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

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

These costs primarily include administrative and information systems expense.

Retail stores carry an assortment of products depending on their size, location and customer preferences.

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

Coach outlet stores serve as an efficient means to sell manufactured-for-outlet product and discontinued retail inventory outside the retail channel.

The outlet store design, visual presentations and customer service levels support and reinforce the brand's image.

Through these outlet stores, we target value-oriented customers in established outlet centers that are close to major markets.

The following table shows the number of Coach directly operated locations and their total and average square footage:

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

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

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

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

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

| Net change vs. prior year | | | | | | (13) | | | | | | 7 | | | | | | (6) | | |

| % change vs. prior year | | | | | | (3.8) | | % | | | | 1.2 | | % | | | | (0.6) | | % |

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

| Net change vs. prior year | | | | | | (11) | | | | | | 17 | | | | | | 6 | | |

| % change vs. prior year | | | | | | (3.1) | | % | | | | 2.9 | | % | | | | 0.6 | | % |

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

| Net change vs. prior year | | | | | | (21) | | | | | | 2 | | | | | | (19) | | |

| % change vs. prior year | | | | | | (5.6) | | % | | | | 0.3 | | % | | | | (2.0) | | % |

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

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

| Net change vs. prior year | | | | | | (41,503) | | | | | | 37,917 | | | | | | (3,586) | | |

| % change vs. prior year | | | | | | (2.5) | | % | | | | 2.8 | | % | | | | (0.1) | | % |

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

| Net change vs. prior year | | | | | | (34,903) | | | | | | 62,978 | | | | | | 28,075 | | |

| % change vs. prior year | | | | | | (2.1) | | % | | | | 4.9 | | % | | | | 0.9 | | % |

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

| Net change vs. prior year | | | | | | (63,952) | | | | | | 10,674 | | | | | | (53,278) | | |

| % change vs. prior year | | | | | | (3.6) | | % | | | | 0.8 | | % | | | | (1.8) | | % |

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

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

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

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

In fiscal 2024, we expect minimal change in overall store count with a reduction in store count primarily in Japan and North America, partially offset by an increase in store count in Greater China.

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

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

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 [removed: Company's] [added: Company’s] control, contract disputes, insurance claims and litigation, including wage and hour [removed: litigation,] [added: litigation] with present or former employees.

There have been no material developments with respect to any previously reported proceedings.

However, as previously disclosed, on August 10, 2023, the Company entered into a Merger Agreement by and among the Company, Merger Sub and Capri, pursuant to which, among other things, Merger Sub will merge with and into Capri (the “Merger”) with Capri surviving the Merger and continuing as a wholly owned subsidiary of the Company.

In connection with the Company’s proposed acquisition of Capri, we have been named as a defendant in legal proceedings by the FTC.

On April 22, 2024, the FTC filed a lawsuit in the United States District Court for the Southern District of New York against us and Capri seeking to block the proposed acquisition of Capri, claiming that the proposed acquisition would violate Section 7 of the Clayton Act and that the Merger Agreement and the Merger constitute unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and should be enjoined.

We believe the FTC’s claims are without merit, and we intend to defend the lawsuit vigorously.

For the Fiscal Year Ended [removed: July 1, 2023][added: June 29, 2024]

The aggregate market value of Tapestry, Inc. common stock held by non-affiliates as of December [removed: 30, 2022] [added: 29, 2023] (the last business day of the most recently completed second fiscal quarter) was approximately [removed: $9.0] [added: $8.42] billion.

On August [removed: 4, 2023,] [added: 2, 2024,] the Registrant had [removed: 227,439,225] [added: 230,220,721] shares of common stock outstanding.

| Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders | | | | | | Part III, Items 10 – 14 | | |

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| [Item [removed: 9C.](#ia6967ce70ec94322adbe75cac189116b_85)] [added: 9C.](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_85)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia6967ce70ec94322adbe75cac189116b_85)] [added: Inspections](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_85)] | | | [removed: [51](#ia6967ce70ec94322adbe75cac189116b_85)] [added: [51](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_85)] | | |

| [Item [removed: 10.](#ia6967ce70ec94322adbe75cac189116b_91)] [added: 10.](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_91)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia6967ce70ec94322adbe75cac189116b_91)] [added: Governance](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_91)] | | | [removed: [52](#ia6967ce70ec94322adbe75cac189116b_91)] [added: [52](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_91)] | | |

| [Item [removed: 11.](#ia6967ce70ec94322adbe75cac189116b_94)] [added: 11.](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_94)] | | | [Executive [removed: Compensation](#ia6967ce70ec94322adbe75cac189116b_94)] [added: Compensation](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_94)] | | | [removed: [52](#ia6967ce70ec94322adbe75cac189116b_94)] [added: [52](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_94)] | | |

| [Item [removed: 12.](#ia6967ce70ec94322adbe75cac189116b_97)] [added: 12.](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_97)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia6967ce70ec94322adbe75cac189116b_97)] [added: Matters](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_97)] | | | [removed: [52](#ia6967ce70ec94322adbe75cac189116b_97)] [added: [52](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_97)] | | |

| [Item [removed: 13.](#ia6967ce70ec94322adbe75cac189116b_100)] [added: 13.](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_100)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia6967ce70ec94322adbe75cac189116b_100)] [added: Independence](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_100)] | | | [removed: [52](#ia6967ce70ec94322adbe75cac189116b_100)] [added: [52](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_100)] | | |

| [Item [removed: 14.](#ia6967ce70ec94322adbe75cac189116b_103)] [added: 14.](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_103)] | | | [Principal Accounting Fees and [removed: Services](#ia6967ce70ec94322adbe75cac189116b_103)] [added: Services](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_103)] | | | [removed: [52](#ia6967ce70ec94322adbe75cac189116b_103)] [added: [52](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_103)] | | |

| [Item [removed: 15.](#ia6967ce70ec94322adbe75cac189116b_109)] [added: 15.](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_109)] | | | [Exhibits and Financial Statement [removed: Schedules](#ia6967ce70ec94322adbe75cac189116b_109)] [added: Schedules](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_109)] | | | [removed: [53](#ia6967ce70ec94322adbe75cac189116b_109)] [added: [53](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_109)] | | |

| [Item [removed: 16.](#ia6967ce70ec94322adbe75cac189116b_112)] [added: 16.](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_112)] | | | [Form 10-K [removed: Summary](#ia6967ce70ec94322adbe75cac189116b_112)] [added: Summary](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_112)] | | | [removed: [57](#ia6967ce70ec94322adbe75cac189116b_112)] [added: [57](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_112)] | | |

| [removed: [Signatures](#ia6967ce70ec94322adbe75cac189116b_115)] [added: [Signatures](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_115)] | | | | | | [removed: [58](#ia6967ce70ec94322adbe75cac189116b_115)] [added: [58](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_115)] | | |

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

All [removed: statements] [added: statements,] other than statements of historical [removed: fact] [added: fact,] are statements that could be deemed forward-looking statements.

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 economic conditions, recession and inflationary measures; (ii) [removed: the impact of the coronavirus ("Covid-19") pandemic; (iii)] 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; [added: (iii) the impact of the coronavirus ("Covid-19") pandemic;] (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; (v) our ability to successfully implement the initiatives under our 2025 growth strategy; (vi) the effect of existing and new competition in the marketplace; (vii) [added: satisfaction of the conditions precedent to consummation of the proposed acquisition of Capri Holdings Limited ("Capri"), including the ability to secure regulatory approval in the United States on the terms expected, at all or in a timely manner; (viii)] our ability to [added: achieve intended benefits, cost savings and synergies from acquisitions, including our proposed acquisition of Capri; (ix) the outcome of the antitrust lawsuit by the Federal Trade Commission against us and Capri related to the consummation of the proposed acquisition; (x) our ability to] control costs; [removed: (viii)] [added: (xi)] the effect of seasonal and quarterly fluctuations on our sales or operating results; [removed: (ix)] [added: (xii)] the risk of cyber security threats and privacy or data security breaches; [removed: (x)] [added: (xiii)] our ability to [removed: protect against infringement of] [added: satisfy] our [removed: trademarks] [added: outstanding debt obligations or incur additional indebtedness; (xiv) the risks associated with climate change] and other [removed: proprietary rights; (xi)] [added: corporate responsibility issues; (xv)] the impact of tax and other legislation; [removed: (xii)] [added: (xvi)] the risks associated with potential changes to international trade agreements and the imposition of additional duties on importing our products; [removed: (xiii)] [added: (xvii)] our ability to [removed: achieve intended benefits, cost savings and synergies from acquisitions, including our proposed acquisition of Capri Holdings Limited ("Capri"); (xiv) risks related to the availability] [added: protect against infringement] of [removed: funding for] our [removed: bridge loan facility associated with our proposed acquisition of Capri; (xv)] [added: trademarks and other proprietary rights; and (xviii)] the impact of pending and potential future legal [removed: proceedings; and (xvi) the risks associated with climate change and other corporate responsibility issues.][added: proceedings.]

*In this Form 10-K, references to “we,” “our,” “us,” "Tapestry" and the “Company” refer to Tapestry, Inc., including consolidated subsidiaries as of [removed: July 1, 2023] [added: June 29, 2024] ("fiscal [removed: 2023").][added: 2024").]

Fiscal [removed: 2023] [added: 2024] was a 52-week period, July [removed: 2, 2022] [added: 1, 2023] ("fiscal [removed: 2022")] [added: 2023")] was a 52-week period, and July [removed: 3, 2021] [added: 2, 2022] ("fiscal [removed: 2021")] [added: 2022")] was a [removed: 53-week] [added: 52-week] period.*

| [Item 1C.](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_1899) | | | [Cybersecurity](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_1899) | | | [28](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_22) | | |

| | | | | | | | | |

Risk Management and Strategy

The Company manages strategic, operational and external risks, including cybersecurity risk, through the Enterprise Risk Management (“ERM”) program which has direct involvement from the Board, the Audit Committee of the Board (the "Audit Committee"), and Senior Management.

Our ERM program provides a framework whereby management conducts a comprehensive annual enterprise risk assessment to identify and prioritize the most critical risks facing the Company, as well as emerging risks, and the development and reporting of risk mitigation strategies.

Through this process, we have identified cybersecurity as a risk management priority.

The Company has a comprehensive cybersecurity risk assessment program that systematically identifies, analyzes and evaluates potential threats and vulnerabilities that may impact the confidentiality, integrity, and availability of the Company's information systems and data.

This program includes governance structure, risk identification, risk analysis, risk management, and risk communication and reporting.

On a periodic basis, the Company engages independent third-party subject matter experts to conduct a cybersecurity maturity assessment based on the National Institute of Standards Technology framework, focused on risk assessment, global payment card industry audits, and compliance audits to help identify gaps and improve existing processes.

In addition, the Company has a cybersecurity risk program that includes policies and procedures around onboarding of third-parties, contractual agreement review, risk assessment and on-going monitoring of high-risk vendors.

The Company also has several tools and processes in place to actively prevent, detect and manage cybersecurity incidents.

This includes:

- *Vulnerability Management* – continuous scanning of the technology environment to identify and remediate potential vulnerabilities.

- *Attack Surface Management* – actively monitor and prevent external attack attempts.

- *Security Monitoring and Operations* – collection and aggregation of security alerts that are reviewed, analyzed and managed by the security operations team.

- *Threat Intelligence* – gathering and analyzing information about current and emerging cyber threats.

- *Incident Response* – incorporating detection and recovery processes, defining roles and responsibilities across the Company, establishing communication protocols and escalation procedures, including performing tabletop exercises.

- *Disaster Recovery and Business Continuity Plans* – covering both technology and business areas globally with annual exercises to validate processes.

- *Cybersecurity Awareness* – educating employees and third-party service providers on best practices for protecting the Company from cyber threats, which includes providing annual security and privacy industry-specific training to employees as well as conducting period phishing simulations to test their awareness.

We are continuously enhancing our cybersecurity framework in response to the ongoing incidents and threats that we face.

Cybersecurity is a key component of the Company’s risk mitigation strategy.

As such, a multi-year cybersecurity strategy and roadmap are developed and incorporated into Tapestry’s long range planning and capital allocation process.

During the three fiscal years presented within this Form 10-K, our results of operations and financial condition have not been materially affected by cybersecurity risks and incidents.

For a detailed discussion of significant risk factors regarding cybersecurity threats, refer to Item 1A — "Risk Factors — Risks Related to Information Security and Technology.”

Governance

Our Board has active oversight of risk management, which includes cybersecurity.

Several members of our Board have cybersecurity experience gained through direct responsibilities, oversight or other relevant education and experience.

Our Board has delegated primary responsibility of cybersecurity risk to the Audit Committee.

The Chief Information Security Officer (“CISO”) and Chief Information Officer ("CIO") provide quarterly updates to the Audit Committee on information security, privacy risk and compliance, with updates to the Board at least annually.

Our CISO manages the Company’s cybersecurity compliance program, including prevention, mitigation, detection and remediation of cybersecurity incidents.

Our CISO, who reports directly into the CIO, has over 30 years of experience in information technology and cybersecurity and holds multiple industry certifications.

The Company has an Information Governance, Privacy & Security Committee responsible for management oversight of cybersecurity risk, which includes the CISO and key members of management and meets quarterly.

As part of our cyber incident response plan, our CISO is responsible escalating certain cybersecurity incidents to relevant senior management, along with several stakeholders, who then convene to evaluate the materiality of such incident using a list of quantitative and qualitative guidelines.

In addition, outside advisors would be engaged as deemed necessary.

The CEO, CFO, and Board are informed if the incident is deemed potentially material.

The following table sets forth the location, use and size of the Company's key fulfillment, corporate and product development facilities as of [removed: July 1, 2023.][added: June 29, 2024.]

| New York, New York | | | | | | Kate Spade corporate [removed: management] [added: management(1)] | | | | | | 135,000 | | | | | |

| Tokyo, Japan | | | | | | Corporate regional management | | | | | | [removed: 24,900] [added: 27,100] | | | | | |

These leases expire at various times through fiscal [removed: 2034.][added: 2036.]

The Company considers these properties to be in generally good [removed: condition,] [added: condition] and believes that its facilities are adequate for its operations and provide sufficient capacity to meet its anticipated requirements.

(1) In the beginning of fiscal 2025, the Kate Spade corporate management office relocated to the Corporate global headquarters in New York.

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

As of August [removed: 4, 2023,] [added: 2, 2024,] there were [removed: 1,899] [added: 1,844] 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 1500 Apparel, Accessories & Luxury Goods Index over the five-fiscal-year period ending [removed: July 1, 2023,] [added: June 29, 2024,] the last day of Tapestry’s most recent fiscal year.

The graph assumes that $100 was invested on June [removed: 30, 2018] [added: 29, 2019] at the per share closing price in each of Tapestry’s common stock, the S&P 500 Stock Index and the S&P 1500 Apparel, Accessories & Luxury Goods Index, and that all dividends were reinvested.

[removed: ][added: ]

| | | | | | | 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] | | | | | | Fiscal [removed: 2023] [added: 2024] | | |

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

| TPR | | | | | | $100.00 | | | | | | $41.28 | | | | | | $140.34 | | | | | | $104.01 | | | | | | $148.98 | | | | | | $154.55 | | |

| S&P 1500 Apparel, Accessories & Luxury Goods | | | | | | $100.00 | | | | | | $56.86 | | | | | | $113.76 | | | | | | $69.66 | | | | | | $65.62 | | | | | | $57.55 | | |

| S&P 500 | | | | | | $100.00 | | | | | | $104.32 | | | | | | $153.32 | | | | | | $136.72 | | | | | | $161.80 | | | | | | $201.53 | | |

As of June 29, 2024 the Company had $800 million of additional shares available to be repurchased as authorized under the 2022 Share Repurchase Program.

In August 2023, the company suspended its share repurchase activity in connection with the Merger Agreement with Capri.

Refer to Note 5 "Acquisitions," for further information.

There were no shares repurchased during fiscal 2024.

During fiscal 2023, the Company moved to using the S&P 1500 Apparel, Accessories & Luxury Goods Index from the S&P 500 Apparel, Accessories & Luxury Groups Index.

Tapestry management selected the S&P 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.

| 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 | | |

The Company's share repurchases during the fourth quarter of fiscal 2023 were as follows:

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

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

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

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

| April 2, 2023 - May 6, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,000 | |

| 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 | | | | | | | | |

Management, under the supervision and with the participation of the Company’s [removed: Chief Executive Officer] [added: CEO] and [removed: Chief Financial Officer,] [added: CFO,] assessed the effectiveness of the Company’s internal control over financial reporting as of [removed: July 1, 2023] [added: June 29, 2024] and concluded that it 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 [removed: July 1, 2023] [added: June 29, 2024] as included elsewhere herein.

There were no changes in the Company’s internal control over financial reporting during the fourth quarter of [removed: 2023] [added: 2024] that 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.

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 [removed: July 1, 2023.][added: June 29, 2024.]

The information required to be included by Item 10 of Form 10-K will be included in the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders (the [removed: "2023] [added: "2024] Proxy Statement") and such information is incorporated by reference herein.

The [removed: 2023] [added: 2024] 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 [removed: 2023] [added: 2024] Proxy Statement and 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: 2023] [added: 2024] Annual Meeting of Stockholders is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2023] [added: 2024] Proxy [removed: Statement,] [added: Statement] and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2023] [added: 2024] Proxy [removed: Statement,] [added: Statement] and is incorporated herein by reference.

| 3.8 | | | | | | [Bylaws of Tapestry, Inc., effective as of April 12, 2023, which is incorporated herein by [removed: reference](https://www.sec.gov/Archives/edgar/data/1116132/000115752323000545/a53380033_ex31.htm) [from] [added: reference 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) | | |

| 4.5 | | | | | | [removed: [Second] [added: [Third] Supplemental Indenture, dated as of June 20, 2017, relating to the [removed: 3.000%] [added: 4.125%] senior unsecured notes due [removed: 2022,] [added: 2027,] between Coach, Inc. and U.S. Bank National Association, as trustee, which is incorporated by reference from Exhibit [removed: 4.1] [added: 4.2] to the Registrant's Current Report on Form 8-K, filed on June 20, [removed: 2017](http://www.sec.gov/Archives/edgar/data/1116132/000156761917001296/s001755x2_ex4-1.htm)] [added: 2017](http://www.sec.gov/Archives/edgar/data/1116132/000156761917001296/s001755x2_ex4-2.htm)] | | |

| 4.6 | | | | | | [removed: [Third Supplemental Indenture, dated as] [added: [Form] of [removed: June 20, 2017, relating to the] 4.125% senior unsecured notes due [removed: 2027, between Coach, Inc. and U.S. Bank National Association, as trustee,] [added: 2027 (included in the Third Supplemental Indenture),] which is incorporated by reference from Exhibit [removed: 4.2] [added: 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) | | |

| [removed: 4.7] [added: 4.15] | | | | | | [Form of [removed: 3.000%] [added: 7.850%] senior unsecured notes due [removed: 2022] [added: 2033] (included in the Second Supplemental Indenture), which is incorporated by reference from Exhibit [removed: 4.3] [added: 4.7] to the [removed: Registrant's] [added: Registrant’s] Current Report on Form 8-K, filed on [removed: June 20, 2017](http://www.sec.gov/Archives/edgar/data/1116132/000156761917001296/s001755x2_ex5-2.htm)] [added: November 27, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000114036123054703/ny20014590x8_ex4-2.htm#Exhibit4.7)] | | |

| [removed: 4.8] [added: 4.12] | | | | | | [Form of [removed: 4.125%] [added: 7.000%] senior unsecured notes due [removed: 2027] [added: 2026] (included in the [removed: Third] [added: Second] Supplemental Indenture), which is incorporated by reference from Exhibit 4.4 to the [removed: Registrant's] [added: Registrant’s] Current Report on Form 8-K, filed on [removed: June 20, 2017](http://www.sec.gov/Archives/edgar/data/1116132/000156761917001296/s001755x2_ex4-2.htm)] [added: November 27, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000114036123054703/ny20014590x8_ex4-2.htm#Exhibit4.4)] | | |

| [removed: 4.9] [added: 4.7] | | | | | | [Indenture, dated as of December 1, 2021, between the Company and U.S. Bank National Association, as trustee, which is incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 1, 2021](https://www.sec.gov/Archives/edgar/data/0001116132/000114036121039993/brhc10031375_ex4-1.htm) | | |

| [removed: 4.10] [added: 4.8] | | | | | | [First Supplemental Indenture, dated as of December 1, 2021, relating to the 3.050% senior unsecured notes due 2032, between the Company and U.S. Bank National Association, as trustee, which is incorporated by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on December 1, 2021](https://www.sec.gov/Archives/edgar/data/0001116132/000114036121039993/brhc10031375_ex4-2.htm) | | |

| [removed: 4.11] [added: 4.9] | | | | | | [Form of 3.050% senior unsecured notes due 2032 (included in the First Supplemental Indenture), which is incorporated by reference from Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed on December 1, 2021](https://www.sec.gov/Archives/edgar/data/0001116132/000114036121039993/brhc10031375_ex4-2.htm) | | |

| [removed: 4.12] [added: 4.20] | | | | | | [Description of Securities, which is incorporated by reference from Exhibit 4.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020](http://www.sec.gov/Archives/edgar/data/0001116132/000111613220000022/exhibit49-fy20.htm) | | |

| 21.1* | | | | | | [List of Subsidiaries of Tapestry, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1116132/000111613223000020/exhibit211-fy23.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1116132/000111613224000018/exhibit211-fy24.htm)] | | |

| 23.1* | | | | | | [Consent of Deloitte & Touche [removed: LLP](https://www.sec.gov/Archives/edgar/data/1116132/000111613223000020/exhibit231-fy23.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1116132/000111613224000018/exhibit231-fy24.htm)] | | |

| 31.1* | | | | | | [Rule 13(a)-14(a)/15(d)-14(a) [removed: Certification](https://www.sec.gov/Archives/edgar/data/1116132/000111613223000020/exhibit311-fy23.htm)] [added: Certification](https://www.sec.gov/Archives/edgar/data/1116132/000111613224000018/exhibit311-fy24.htm)] of the Company's Chief Executive Officer | | |

| 31.2* | | | | | | [Rule 13(a)-14(a)/15(d)-14(a) [removed: Certification](https://www.sec.gov/Archives/edgar/data/1116132/000111613223000020/exhibit312-fy23.htm)] [added: Certification](https://www.sec.gov/Archives/edgar/data/1116132/000111613224000018/exhibit312-fy24.htm)] of the Company's Chief Financial Officer | | |

| 32.1* | | | | | | [Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/1116132/000111613223000020/exhibit321-fy23.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/1116132/000111613224000018/exhibit321-fy24.htm)] Certification of the Company's Chief Executive Officer | | |

| 32.2* | | | | | | [Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/1116132/000111613223000020/exhibit322-fy23.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/1116132/000111613224000018/exhibit322-fy24.htm)] Certification of the Company's Chief Financial Officer | | |

| 4.10 | | | | | | [Second Supplemental Indenture, dated as of November 27, 2023, relating to the 7.050% senior unsecured notes due 2025, the 7.000% senior unsecured notes due 2026, the 7.350% senior unsecured notes due 2028, the 7.700% senior unsecured notes due 2030 and the 7.850% senior unsecured notes due 2033, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to 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 November 27, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000114036123054703/ny20014590x8_ex4-2.htm) | | |

| 4.11 | | | | | | [Form of 7.050% senior unsecured notes due 2025 (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 November 27, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000114036123054703/ny20014590x8_ex4-2.htm#Exhibit4.3) | | |

| 4.13 | | | | | | [Form of 7.350% senior unsecured notes due 2028 (included in the Second Supplemental Indenture), which is incorporated by reference from Exhibit 4.5 to the Registrant’s Current Report on Form 8-K, filed on November 27, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000114036123054703/ny20014590x8_ex4-2.htm#Exhibit4.5) | | |

| 4.14 | | | | | | [Form of 7.700% senior unsecured notes due 2030 (included in the Second Supplemental Indenture), which is incorporated by reference from Exhibit 4.6 to the Registrant’s Current Report on Form 8-K, filed on November 27, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000114036123054703/ny20014590x8_ex4-2.htm#Exhibit4.6) | | |

| 4.16 | | | | | | [Third Supplemental Indenture, dated as of November 27, 2023, relating to the 5.350% senior unsecured notes due 2025, the 5.375% senior unsecured notes due 2027 and the 5.875% senior unsecured notes due 2031, among the Company, U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, and Elavon Financial Services DAC, as paying agent, which is incorporated by reference from Exhibit 4.8 to the Registrant’s Current Report on Form 8-K, filed on November 27, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000114036123054703/ny20014590x8_ex4-8.htm) | | |

| 4.17 | | | | | | [Form of 5.350% senior unsecured notes due 2025 (included in the Third Supplemental Indenture), which is incorporated by reference from Exhibit 4.9 to the Registrant’s Current Report on Form 8-K, filed on November 27, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000114036123054703/ny20014590x8_ex4-8.htm#Exhibit4.9) | | |

| 4.18 | | | | | | [Form of 5.375% senior unsecured notes due 2027 (included in the Third Supplemental Indenture), which is incorporated by reference from Exhibit 4.10 to the Registrant’s Current Report on Form 8-K, filed on November 27, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000114036123054703/ny20014590x8_ex4-8.htm#Exhibit4.10) | | |

| 4.19 | | | | | | [Form of 5.875% senior unsecured notes due 2031 (included in the Third Supplemental Indenture), which is incorporated by reference from Exhibit 4.11 to the Registrant’s Current Report on Form 8-K, filed on November 27, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000114036123054703/ny20014590x8_ex4-8.htm#Exhibit4.11) | | |

| 10.41 | | | | | | [Amendment No. 1, dated as of August 30, 2023, to the Credit Agreement, dated as of May 11, 2022, among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent, which is incorporated herein by reference from Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 9, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000114036123042379/brhc20058322_ex10-1.htm) | | |

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

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

| 10.42 | | | | | | [Term Loan Credit Agreement, dated as of August 30, 2023, among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent, which is incorporated herein by reference from Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 9, 2023](https://www.sec.gov/Archives/edgar/data/1116132/000114036123042379/brhc20058322_ex10-2.htm) | | |

| 19.1* | | | | | | [Insider Trading Policies and Procedures of Tapestry, Inc.](https://www.sec.gov/Archives/edgar/data/1116132/000111613224000018/exhibit191-fy24.htm) | | |

| 97.1* | | | | | | [Clawback Policy of Tapestry, Inc.](https://www.sec.gov/Archives/edgar/data/1116132/000111613224000018/exhibit971-fy24.htm) | | |

| | | | | | | | | |

| Date: August [removed: 17, 2023] [added: 15, 2024] | | | By: | | | /s/ Joanne C. Crevoiserat | | |

| | | | | | | Name: Joanne C. Crevoiserat Title: Chief Executive [removed: Officer] [added: Officer, and Director] | | |

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: 17, 2023.][added: 15, 2024.]

| /s/ Joanne C. Crevoiserat | | | | | | Chief Executive [removed: Officer] [added: Officer, and Director] | | |

| /s/ Scott A. Roe | | | | | | Chief [added: Operating Officer and Chief] Financial Officer | | |

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

| [Reports of Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#ia6967ce70ec94322adbe75cac189116b_121)] [added: No.](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_121)] 34) | | | [removed: [60](#ia6967ce70ec94322adbe75cac189116b_121)] [added: [60](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_121)] | | |

| [Consolidated Balance [removed: Sheets](#ia6967ce70ec94322adbe75cac189116b_124)] [added: Sheets](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_124)] | | | [removed: [63](#ia6967ce70ec94322adbe75cac189116b_124)] [added: [63](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_124)] | | |

| [Consolidated Statements of [removed: Operations](#ia6967ce70ec94322adbe75cac189116b_127)] [added: Operations](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_127)] | | | [removed: [64](#ia6967ce70ec94322adbe75cac189116b_127)] [added: [64](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_127)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ia6967ce70ec94322adbe75cac189116b_130)] [added: Income](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_130)] | | | [removed: [65](#ia6967ce70ec94322adbe75cac189116b_130)] [added: [65](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_130)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#ia6967ce70ec94322adbe75cac189116b_133)] [added: Equity](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_133)] | | | [removed: [66](#ia6967ce70ec94322adbe75cac189116b_133)] [added: [66](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_133)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ia6967ce70ec94322adbe75cac189116b_136)] [added: Flows](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_136)] | | | [removed: [67](#ia6967ce70ec94322adbe75cac189116b_136)] [added: [67](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_136)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ia6967ce70ec94322adbe75cac189116b_139)] [added: Statements](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_139)] | | | [removed: [68](#ia6967ce70ec94322adbe75cac189116b_139)] [added: [68](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_139)] | | |

| [Schedule II — Valuation and Qualifying [removed: Accounts](#ia6967ce70ec94322adbe75cac189116b_220)] [added: Accounts](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_223)] | | | [removed: [103](#ia6967ce70ec94322adbe75cac189116b_220)] [added: [104](#id1fd46d36e7a414f9fe5a8cf6eb76ab6_223)] | | |

We have audited the accompanying consolidated balance sheets of Tapestry, Inc. and subsidiaries (the "Company") as of [removed: July 1, 2023] [added: June 29, 2024] and July [removed: 2, 2022,] [added: 1, 2023,] the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended [removed: July 1, 2023,] [added: June 29, 2024,] and the related notes and the financial statement Schedule II listed in the Index to the Consolidated Financial Statements (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of [removed: July 1, 2023] [added: June 29, 2024] and July [removed: 2, 2022,] [added: 1, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: July 1, 2023,] [added: June 29, 2024,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [removed: ("PCAOB"),] [added: (PCAOB),] the Company's internal control over financial reporting as of [removed: July 1, 2023,] [added: June 29, 2024,] 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: 17, 2023,] [added: 15, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

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

The fair values of the Kate Spade brand reporting unit and indefinite-lived brand, which are included in the Company's goodwill and intangible asset balances, respectively, as of the fiscal [removed: 2023] [added: 2024] testing date exceeded their respective carrying values by approximately 20% and [removed: 40%,] [added: 55%,] respectively.

Given the significant judgments made by management to estimate the fair value of the Kate Spade operations used in both the [added: brand's] goodwill and [removed: Kate Spade] indefinite-lived brand intangible fair value analyses and the difference between their fair values and carrying values, performing auditing procedures to evaluate the reasonableness of management’s judgments regarding the business and valuation assumptions utilized in the valuation model, particularly the forecasts of future 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 have audited the internal control over financial reporting of Tapestry, Inc. and subsidiaries (the “Company”) as of [removed: July 1, 2023] [added: June 29, 2024] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: ("COSO").][added: (COSO).]

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: July 1, 2023,] [added: June 29, 2024,] 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) [removed: ("PCAOB"),] [added: (PCAOB),] the consolidated financial statements and financial statement schedule as of and for the year ended [removed: July 1, 2023,] [added: June 29, 2024,] of the Company and our report dated August [removed: 17, 2023,] [added: 15, 2024,] expressed an unqualified opinion on those financial statements.

| | | | [removed: July] [added: June 29, 2024 | | | | | | July] 1, [removed: 2023] [added: 2023] | | | | | | July 2, 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 726.1] [added: 6,142.0] | | | | | $ | [removed: 789.8] [added: 726.1] | |

| Short-term investments | | | [removed: 15.4] [added: 1,061.8] | | | | | | [removed: 163.4] [added: 15.4] | | |

| Trade accounts receivable, less allowances for credit losses of [removed: $5.8] [added: $6.9] and [removed: $3.7,] [added: $5.8,] respectively | | | [removed: 211.5] [added: 228.2] | | | | | | [removed: 252.3] [added: 211.5] | | |

| Inventories | | | [removed: 919.5] [added: 824.8] | | | | | | [removed: 994.2] [added: 919.5] | | |

| Income tax receivable | | | [removed: 231.1] [added: 236.2] | | | | | | [removed: 217.2] [added: 231.1] | | |

| Prepaid expenses | | | [removed: 126.3] [added: 170.9] | | | | | | [removed: 105.2] [added: 126.3] | | |

| Other current assets | | | [removed: 133.6] [added: 139.8] | | | | | | [removed: 51.7] [added: 133.6] | | |

| Total current assets | | | [removed: 2,363.5] [added: 8,803.7] | | | | | | [removed: 2,573.8] [added: 2,363.5] | | |

| Property and equipment, net | | | [removed: 564.5] [added: 514.7] | | | | | | [removed: 544.4] [added: 564.5] | | |

| Operating lease right-of-use assets | | | [removed: 1,378.7] [added: 1,314.4] | | | | | | [removed: 1,281.6] [added: 1,378.7] | | |

| Goodwill | | | [removed: 1,227.5] [added: 1,204.1] | | | | | | [removed: 1,241.5] [added: 1,227.5] | | |

| Intangible assets | | | [removed: 1,360.1] [added: 1,353.6] | | | | | | [removed: 1,366.6] [added: 1,360.1] | | |

| Deferred income taxes | | | [removed: 40.4] [added: 44.1] | | | | | | [removed: 47.9] [added: 40.4] | | |

| Other assets | | | [removed: 182.1] [added: 161.7] | | | | | | [removed: 209.5] [added: 182.1] | | |

| [removed: Total assets] [added: Total Assets:] | | | $ | [removed: 7,116.8] [added: 13,396.3] | | | | | $ | [added: 7,116.8 | | | | | $ |] 7,265.3 | | [added: | | | | | |]

| Accounts payable | | | $ | [removed: 416.9] [added: 452.2] | | | | | $ | [removed: 520.7] [added: 416.9] | |

| David Elkins | | | | | | | | |

| /s/ Kevin Hourican | | | | | | Director | | |

| Kevin Hourican | | | | | | | | |

August 15, 2024

August 15, 2024

| Net income (loss) | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 816.0 | | | | | | — | | | | | | 816.0 | | |

| Share-based compensation | | | — | | | | | | | | | | | | — | | | | | | 85.9 | | | | | | — | | | | | | — | | | | | | 85.9 | | |

| Repurchase of common stock, including excise tax | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Dividends declared ($1.40 per share) | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (321.4) | | | | | | — | | | | | | (321.4) | | |

| Balance at June 29, 2024 | | | 230.2 | | | | | | | | | | | | $ | 2.3 | | | | | $ | 3,762.7 | | | | | $ | (722.2) | | | | | $ | (145.9) | | | | | $ | 2,896.9 | |

| Amortization of cloud computing arrangements | | | 55.0 | | | | | | 42.0 | | | | | | 10.7 | | | | | | | | |

| Other assets | | | (0.1) | | | | | | (100.7) | | | | | | (30.9) | | | | | | | | |

The Company operates in three reportable segments: Coach, Kate Spade and Stuart Weitzman.

See Note 17, "Segment Information," for additional information.

During fiscal 2024, the Covid-19 pandemic did not materially impact our business or operating results.

Supplier Finance Program

To improve our working capital efficiency, the Company makes available to certain suppliers a voluntary supply chain finance (“SCF”) program that enables our suppliers to sell their receivables from the Company to a global financial institution on a non-recourse basis at a rate that leverages our credit rating.

The Company does not have the ability to refinance or modify payment terms to the global financial institution through the SCF program.

No guarantees are provided by the Company or any of our subsidiaries under the SCF program.

The Company’s payment obligations, including the amounts due and payment terms, which generally do not exceed 90 days, are not impacted by suppliers’ participation in the program.

As of June 29, 2024 and July 1, 2023, $294.9 million and $305.4 million, respectively, was related to suppliers eligible to participate in the Company's SCF program.

A rollforward of the outstanding obligations confirmed as valid under the SCF program, which are presented within Accounts payable on the Consolidated Balance Sheets, is presented below:

| Obligations outstanding, beginning of year | | | $ | 305.4 | | | | | $ | 393.2 | |

| Invoices added during the year | | | 1,349.8 | | | | | | 1,397.5 | | |

| Invoices settled during the year | | | (1,360.3) | | | | | | (1,485.3) | | |

| Obligations outstanding, end of year | | | $ | 294.9 | | | | | $ | 305.4 | |

Notes to Consolidated Financial Statements

Furthermore, this determination is judgmental in nature and often involves

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements

For each derivative that is designated as a hedge, the

Notes to Consolidated Financial Statements

For foreign currency derivative instruments which are not designated as hedges, the changes in fair value of the instruments are recorded through earnings.

These changes generally offset the revaluation of certain underlying assets and liabilities.

This primarily includes exposure to exchange rate fluctuations in the Japanese Yen, the Chinese Renminbi and the Euro.

During fiscal 2024, the Company also entered into interest rate derivative contracts to reduce its risks related to changes in the benchmark interest rates on its debt obligations.

Any premiums related to these instruments were excluded from the Company's measurement of hedge effectiveness and were amortized over the period between the hedge execution and the contract maturity.

The related gains (losses) were initially deferred in AOCI and are subsequently recognized in the Consolidated Statements of Operations as interest income (expense) in the same periods during which the hedged interest payments associated with the Company’s borrowings are recorded in earnings.

As of June 29, 2024, there were no interest rate derivative contracts outstanding.

| | | | | | | | | |

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

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

TAPESTRY, INC.

| | | | | | |

August 17, 2023

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

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

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

| Covid-19 related impairment charges | | | — | | | | | | — | | | | | | 45.8 | | |

| Gain on sale of building | | | — | | | | | | — | | | | | | (13.2) | | |

| Gain on deferred purchase price | | | — | | | | | | — | | | | | | (12.5) | | |

| Other assets | | | (58.7) | | | | | | (20.2) | | | | | | (223.1) | | |

| Proceeds from sale of building | | | — | | | | | | — | | | | | | 23.9 | | |

The Coach segment includes global sales of primarily Coach brand products to customers through Coach operated stores, including e-commerce sites and concession shop-in-shops, sales to wholesale customers and through independent third-party distributors.

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.

*Recently Issued Accounting Pronouncements Not Yet Adopted*

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

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

| Coach | | | $ | 2,466.3 | | | | | $ | 930.6 | | | | | $ | 666.3 | | | | | $ | 189.9 | | | | | $ | 4,253.1 | |

| Kate Spade | | | 936.7 | | | | | | 55.2 | | | | | | 134.7 | | | | | | 83.4 | | | | | | 1,210.0 | | |

| Stuart Weitzman | | | 139.4 | | | | | | 108.3 | | | | | | 4.0 | | | | | | 31.5 | | | | | | 283.2 | | |

| Total | | | $ | 3,542.4 | | | | | $ | 1,094.1 | | | | | $ | 805.0 | | | | | $ | 304.8 | | | | | $ | 5,746.3 | |

RESTRUCTURING ACTIVITIES

Acceleration Program

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

This multi-faceted, multi-year strategic growth plan (the "Acceleration Program") reflects: (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 share-based compensation costs incurred as a result of the development and execution of the Company's comprehensive strategic initiatives aimed at increasing profitability.

Since inception in fiscal 2020 until the completion of the program in fiscal 2022, the Company incurred total pre-tax charges of $219.4 million.

The Company did not incur any charges related to the Acceleration Program in fiscal 2023.

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

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

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

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

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

Of the $8.4 million recorded within Cost of sales, $8.4 million was recorded within the Stuart Weitzman segment.

Of the $78.6 million recorded within SG&A expenses, $28.9 million was recorded within Corporate, $18.5 million was recorded within the Coach segment, $17.6 million was recorded within the Stuart Weitzman segment and $13.6 million was recorded within the Kate Spade segment.

A summary of charges and related liabilities under the Acceleration Program is as follows:

| | | | Organization-Related(1) | | | | | | Store Closure(2) | | | | | | Other(3) | | | | | | Total | | |

| Fiscal 2020 charges | | | $ | 44.7 | | | | | $ | 32.3 | | | | | $ | 10.0 | | | | | $ | 87.0 | |