UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



 

FORM 10-K



 

 
x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended July 3, 2010

OR

 
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-16153



 

Coach, Inc.

(Exact name of registrant as specified in its charter)

 
Maryland   52-2242751
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

516 West 34th Street, New York, NY 10001

(Address of principal executive offices); (Zip Code)

(212) 594-1850

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

 
Title of Each Class:   Name of Each Exchange on which Registered
Common Stock, par value $.01 per share   New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

     
Large Accelerated Filer x   Accelerated Filer o   Non-Accelerated Filer o   Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of Coach, Inc. common stock held by non-affiliates as of December 26, 2009 (the last business day of the most recently completed second fiscal quarter) was approximately $11.5 billion. For purposes of determining this amount only, the registrant has excluded shares of common stock held by directors and officers. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant, or that such person is controlled by or under common control with the registrant.

On August 6, 2010, the Registrant had 297,406,007 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

 
Documents   Form 10-K Reference
Proxy Statement for the 2010 Annual Meeting of Stockholders   Part III, Items 10 – 14
 

 


 
 

TABLE OF CONTENTS

COACH, INC.
  
TABLE OF CONTENTS

 
  Page
Number
PART I
 

Item 1.

Business

    1  

Item 1A.

Risk Factors

    10  

Item 1B.

Unresolved Staff Comments

    13  

Item 2.

Properties

    13  

Item 3.

Legal Proceedings

    14  

Item 4.

Submission of Matters to a Vote of Security Holders

    14  
PART II
 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

    15  

Item 6.

Selected Financial Data

    18  

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

    20  

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

    35  

Item 8.

Financial Statements and Supplementary Data

    36  

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

    36  

Item 9A.

Controls and Procedures

    36  

Item 9B.

Other Information

    37  
PART III
 

Item 10.

Directors, Executive Officers and Corporate Governance

    38  

Item 11.

Executive Compensation

    38  

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

    38  

Item 13.

Certain Relationships and Related Transactions, and Director Independence

    38  

Item 14.

Principal Accountant Fees and Services

    38  
PART IV
 

Item 15.

Exhibits, Financial Statement Schedules

    38  
Signatures     39  

i


 
 

TABLE OF CONTENTS

SPECIAL NOTE ON FORWARD-LOOKING INFORMATION

This document and the documents incorporated by reference in this document contain certain forward-looking statements based on management’s current expectations. These forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “intend,” “estimate,” “are positioned to,” “continue,” “project,” “guidance,” “target,” “forecast,” “anticipated” or comparable terms.

Coach, Inc.’s actual results could differ materially from the results contemplated by these forward-looking statements 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 are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of the forward-looking statements contained in this Form 10-K.


 
 

TABLE OF CONTENTS

In this Form 10-K, references to “Coach,” “we,” “our,” “us” and the “Company” refer to Coach, Inc., including consolidated subsidiaries. The fiscal year ending July 3, 2010 (“fiscal 2010”) was a 53-week period. The fiscal years ended June 27, 2009 (“fiscal 2009”) and June 28, 2008 (“fiscal 2008”) were each 52-week periods. The fiscal year ending July 2, 2011 (“fiscal 2011”) will be a 52-week period.

PART I

ITEM 1. BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

Founded in 1941, Coach was acquired by Sara Lee Corporation (“Sara Lee”) in 1985. In June 2000, Coach was incorporated in the state of Maryland. In October 2000, Coach was listed on the New York Stock Exchange and sold approximately 68 million shares of common stock, split adjusted, representing 19.5% of the outstanding shares. In April 2001, Sara Lee completed a distribution of its remaining ownership in Coach via an exchange offer, which allowed Sara Lee stockholders to tender Sara Lee common stock for Coach common stock.

In June 2001, Coach Japan was formed to expand our presence in the Japanese market and to exercise greater control over our brand in that country. Coach Japan was initially formed as a joint venture with Sumitomo Corporation. On July 1, 2005, we purchased Sumitomo’s 50% interest in Coach Japan, resulting in Coach Japan becoming a 100% owned subsidiary of Coach, Inc.

In fiscal 2009, the Company acquired the Coach domestic retail businesses in Hong Kong, Macau and mainland China (“Coach China”) from its former distributor, the ImagineX group. These acquisitions provide the Company with greater control over the brand in China, enabling Coach to raise brand awareness and aggressively grow market share with the Chinese consumer.

FINANCIAL INFORMATION ABOUT SEGMENTS

See the Segment information note presented in the Notes to the Consolidated Financial Statements.

NARRATIVE DESCRIPTION OF BUSINESS

Coach has grown from a family-run workshop in a Manhattan loft to a leading American marketer of fine accessories and gifts for women and men. Coach is one of the most recognized fine accessories brands in the U.S. and in targeted international markets. We offer premium lifestyle accessories to a loyal and growing customer base and provide consumers with fresh, relevant and innovative products that are extremely well made, at an attractive price. Coach’s modern, fashionable handbags and accessories use a broad range of high quality leathers, fabrics and materials. In response to our customer’s demands for both fashion and function, Coach offers updated styles and multiple product categories which address an increasing share of our customer’s accessory wardrobe. Coach has created a sophisticated, modern and inviting environment to showcase our product assortment and reinforce a consistent brand position wherever the consumer may shop. We utilize a flexible, cost-effective global sourcing model, in which independent manufacturers supply our products, allowing us to bring our broad range of products to market rapidly and efficiently.

Coach offers a number of key differentiating elements that set it apart from the competition, including:

A Distinctive Brand — Coach offers distinctive, easily recognizable, accessible luxury products that are relevant, extremely well made and provide excellent value.

A Market Leadership Position With Growing Share — Coach is America’s leading premium handbag and accessories brand and each year, as our market share increases, our leadership position strengthens. In Japan, Coach is the leading imported luxury handbag and accessories brand by units sold.

Coach’s Loyal And Involved Consumer — Coach consumers have a specific emotional connection with the brand. Part of the Company’s everyday mission is to cultivate consumer relationships by strengthening this emotional connection.

1


 
 

TABLE OF CONTENTS

Multi-Channel International Distribution — This allows Coach to maintain a critical balance as results do not depend solely on the performance of a single channel or geographic area. The Direct-to-Consumer channel provides us with immediate, controlled access to consumers through Coach-operated stores in North America, Japan, Hong Kong, Macau and mainland China and the Internet. The Indirect channel provides us with access to consumers via wholesale department store and specialty store locations in over 20 countries.

Coach Is Innovative And Consumer-Centric — Coach listens to its consumer through rigorous consumer research and strong consumer orientation. Coach works to anticipate the consumer’s changing needs by keeping the product assortment fresh and relevant.

We believe that these differentiating elements have enabled the Company to offer a unique proposition to the marketplace. We hold the number one position within the U.S. premium handbag and accessories market and the number two position within the Japanese imported luxury handbag and accessories market.

PRODUCTS

Coach’s product offerings include handbags, women’s and men’s accessories, footwear, business cases, jewelry, wearables, sunwear, travel bags, fragrance and watches. The following table shows the percent of net sales that each product category represented:

     
  Fiscal Year Ended
     July 3,
2010
  June 27,
2009
  June 28,
2008
Handbags     63 %      62 %      62 % 
Accessories     28       29       29  
All other products     9       9       9  
Total     100 %      100 %      100 % 

Handbags — Handbag collections feature classically inspired designs as well as fashion designs. Typically, there are three to four collections per quarter and four to seven styles per collection. These collections are designed to meet the fashion and functional requirements of our broad and diverse consumer base. In fiscal 2010, we introduced Poppy which offers a variety of fresh silhouettes with a youthful appeal, vibrant colors and accessible price points, targeting both new and existing customers. We also introduced additional lifestyle collections, of which the Kristin collection was the most notable.

Accessories — Accessories include women’s and men’s small leather goods, novelty accessories and women’s and men’s belts. Women’s small leather goods, which coordinate with our handbags, include money pieces, wristlets, and cosmetic cases. Men’s small leather goods consist primarily of wallets and card cases. Novelty accessories include time management and electronic accessories. Key rings and charms are also included in this category.

Footwear — Jimlar Corporation (“Jimlar”) has been Coach’s footwear licensee since 1999. Footwear is distributed through select Coach retail stores, coach.com and over 950 U.S. department stores. Footwear sales are comprised primarily of women’s styles, which coordinate with Coach’s handbag collections.

Business Cases — This assortment is primarily men’s and includes computer bags, messenger-style bags and totes.

Jewelry — This category is comprised of bangle bracelets, necklaces, rings and earrings offered in both sterling silver and non-precious metals.

Wearables — This category is comprised of jackets, sweaters, gloves, hats and scarves, including both cold weather and fashion. The assortment is primarily women’s and contains a fashion assortment in all components of this category.

Sunwear — Marchon Eyewear, Inc. (“Marchon”) has been Coach’s eyewear licensee since 2003. This collection is a collaborative effort from Marchon and Coach that combines the Coach aesthetic for fashion accessories with the latest fashion directions in sunglasses. Coach sunglasses are sold in Coach retail stores and coach.com, department stores, select sunglass retailers and optical retailers in major markets.

2


 
 

TABLE OF CONTENTS

Travel Bags — The travel collections are comprised of luggage and related accessories, such as travel kits and valet trays.

Fragrance — Starting in the spring of 2010, Estée Lauder Companies Inc. (“Estée Lauder”), through its subsidiary, Aramis Inc., became Coach’s fragrance licensee. Fragrance is distributed through Coach retail stores, coach.com and over 1,500 U.S. department stores. Coach offers three women’s fragrance collections and one men’s fragrance. The women’s fragrance collections include eau de perfume spray, eau de toilette spray, purse spray, body lotion and body splashes.

Watches — Movado Group, Inc. (“Movado”) has been Coach’s watch licensee since 1998 and has developed a distinctive collection of watches inspired primarily by the women’s collections with select men’s styles.

DESIGN AND MERCHANDISING

Coach’s New York-based design team, led by its Executive Creative Director, is responsible for conceptualizing and directing the design of all Coach products. Designers have access to Coach’s extensive archives of product designs created over the past nearly 70 years, which are a valuable resource for new product concepts. Coach designers are also supported by a strong merchandising team that analyzes sales, market trends and consumer preferences to identify business opportunities that help guide each season’s design process. Merchandisers also analyze products and edit, add and delete to achieve profitable sales across all channels. The product category teams, each comprised of design, merchandising/product development and sourcing specialists, help Coach execute design concepts that are consistent with the brand’s strategic direction.

Coach’s design and merchandising teams work in close collaboration with all of our licensing partners to ensure that the licensed products (watches, footwear, eyewear and fragrance) are conceptualized and designed to address the intended market opportunity and convey the distinctive perspective and lifestyle associated with the Coach brand.

During fiscal 2008, the Company announced a new business initiative to drive brand creativity. This initiative has evolved into a brand of its own, Reed Krakoff, and is supported by a team of experienced designers and merchandisers and will encompass all women’s categories, with a focus on ready-to-wear, handbags, accessories, footwear and jewelry. Reed Krakoff, as a standalone brand separate from the Coach brand, will target the New American luxury market. We introduced the Reed Krakoff brand with store openings in North America and Japan in early fiscal 2011.

SEGMENTS

Coach operates in two reportable segments: Direct-to-Consumer and Indirect. The reportable segments represent channels of distribution that offer similar products, service and marketing strategies.

Direct-to-Consumer Segment

The Direct-to-Consumer segment consists of channels that provide us with immediate, controlled access to consumers: Coach-operated stores in North America, Japan, Hong Kong, Macau and mainland China, the Internet and the Coach catalog. This segment represented approximately 87% of Coach’s total net sales in fiscal 2010, with North American stores and the Internet, Coach Japan and Coach China contributing approximately 64%, 20% and 3% of total net sales, respectively.

North American Retail Stores — Coach stores are located in regional shopping centers and metropolitan areas throughout the U.S. and Canada. The retail stores carry an assortment of products depending on their size and location. Our flagship stores, which offer the broadest assortment of Coach products, are located in high-visibility locations such as New York, Chicago, San Francisco and Toronto.

Our stores are sophisticated, sleek, modern and inviting. They showcase the world of Coach and enhance the shopping experience while reinforcing the image of the Coach brand. The modern store design creates a distinctive environment to display our products. Store associates are trained to maintain high standards of visual presentation, merchandising and customer service. The result is a complete statement of the Coach modern American style at the retail level.

3


 
 

TABLE OF CONTENTS

The following table shows the number of Coach retail stores and their total and average square footage:

     
  Fiscal Year Ended
     July 3,
2010
  June 27,
2009
  June 28,
2008
Retail stores     342       330       297  
Net increase vs. prior year     12       33       38  
Percentage increase vs. prior year     3.6 %      11.1 %      14.7 % 
Retail square footage     929,580       893,037       795,226  
Net increase vs. prior year     36,543       97,811       122,489  
Percentage increase vs. prior year     4.1 %      12.3 %      18.2 % 
Average square footage     2,718       2,706       2,678  

North American Factory Stores — Coach’s factory stores serve as an efficient means to sell manufactured-for-factory-store product, including factory exclusives, as well as discontinued and irregular inventory outside the retail channel. These stores operate under the Coach Factory name and are geographically positioned primarily in established outlet centers that are generally more than 40 miles from major markets.

Coach’s factory store design, visual presentations and customer service levels support and reinforce the brand’s image. Through these factory stores, Coach targets value-oriented customers who would not otherwise buy the Coach brand. Prices are generally discounted from 10% to 50% below full retail prices.

The following table shows the number of Coach factory stores and their total and average square footage:

     
  Fiscal Year Ended
     July 3,
2010
  June 27,
2009
  June 28,
2008
Factory stores     121       111       102  
Net increase vs. prior year     10       9       9  
Percentage increase vs. prior year     9.0 %      8.8 %      9.7 % 
Factory square footage     548,797       477,724       413,389  
Net increase vs. prior year     71,073       64,335       92,017  
Percentage increase vs. prior year     14.9 %      15.6 %      28.6 % 
Average square footage     4,536       4,304       4,053  

Internet — Coach views its website as a key communications vehicle for the brand to promote traffic in Coach retail stores and department store locations and build brand awareness. During fiscal 2009, we relaunched the coach.com website, to enhance the e-commerce shopping experience while reinforcing the image of the Coach brand. With approximately 59 million unique visits to the website in fiscal 2010, our online store provides a showcase environment where consumers can browse through a selected offering of the latest styles and colors.

Coach Japan — Coach Japan operates department store shop-in-shop locations and freestanding flagship, retail and factory stores as well as an e-commerce website. Flagship stores, which offer the broadest assortment of Coach products, are located in select shopping districts throughout Japan.

4


 
 

TABLE OF CONTENTS

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

     
  Fiscal Year Ended
     July 3,
2010
  June 27,
2009
  June 28,
2008
Coach Japan locations     161       155       149  
Net increase vs. prior year     6       6       12  
Percentage increase vs. prior year     3.9 %      4.0 %      8.8 % 
Coach Japan square footage     293,441       280,428       259,993  
Net increase vs. prior year     13,013       20,435       30,131  
Percentage increase vs. prior year     4.6 %      7.9 %      13.1 % 
Average square footage     1,823       1,809       1,745  

Coach China — Coach China operates department store shop-in-shop locations as well as freestanding flagship, retail and factory stores. Flagship stores, which offer the broadest assortment of Coach products, are located in select shopping districts throughout Hong Kong and mainland China.

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

     
  Fiscal Year Ended
     July 3,
2010
  June 27,
2009
  June 28,
2008(1)
Coach China locations     41       28       24  
Net increase vs. prior year     13       4       8  
Percentage increase vs. prior year     46.4 %      16.7 %      50.0 % 
Coach China square footage     78,887       52,671       44,504  
Net increase vs. prior year     26,216       8,167       18,963  
Percentage increase vs. prior year     49.8 %      18.4 %      74.2 % 
Average square footage     1,924       1,881       1,854  

(1) During fiscal 2008, these stores were operated by the ImagineX group.

Indirect Segment

Coach began as a U.S. wholesaler to department stores and this segment remains important to our overall consumer reach. Today, we work closely with our partners, both domestic and international, to ensure a clear and consistent product presentation. The Indirect segment represented approximately 13% of total net sales in fiscal 2010, with U.S. Wholesale and Coach International representing approximately 7% and 5% of total net sales, respectively. The Indirect segment also includes royalties earned on licensed product.

U.S. Wholesale — This channel offers access to Coach products to consumers who prefer shopping at department stores. Coach products are also available on macys.com, dillards.com and nordstrom.com. While overall U.S. department store sales have not increased over the last few years, the handbag and accessories category has remained strong, in large part due to the strength of the Coach brand. The Company continues to manage inventories in this channel given the highly promotional environment at point-of-sale.

Coach recognizes the continued importance of U.S. department stores as a distribution channel for premier accessories. We continue to fine-tune our strategy to increase productivity and drive volume in existing locations by enhancing presentation, primarily through the creation of more shop-in-shops with proprietary Coach fixtures. Coach custom tailors its assortments through wholesale product planning and allocation processes to better match the attributes of our department store consumers in each local market.

Coach’s products are sold in approximately 940 wholesale locations in the U.S. and Canada. Our most significant U.S. wholesale customers are Macy’s (including Bloomingdale’s), Dillard’s, Nordstrom, Lord and Taylor, Von Maur and Saks.

5


 
 

TABLE OF CONTENTS

Coach International — This channel represents sales to international wholesale distributors and authorized retailers. Travel retail represents the largest portion of our customers’ sales in this channel. However, we continue to drive growth by expanding our distribution to reach local consumers in emerging markets. Coach has developed relationships with a select group of distributors who sell Coach products through department stores and freestanding retail locations in over 20 countries. Coach’s current network of international distributors serves the following markets: South Korea, Taiwan, US & Territories, Mexico, Singapore, Saudi Arabia, Japan, Malaysia, Thailand, UAE, Australia, Greece, Hong Kong, France, Indonesia, Russia, Bahamas, Bahrain, China, India, Macau, New Zealand and Vietnam.

For locations not in freestanding stores, Coach has created shop-in-shops and other image enhancing environments to increase brand appeal and stimulate growth. Coach continues to improve productivity in this channel by opening larger image-enhancing locations, expanding existing stores and closing smaller, less productive stores. Coach’s most significant international wholesale customers are the DFS Group, Lotte Group, Shinsegae International, Shilla Group and Tasa Meng Corp.

In mid-July 2010, Coach entered into an agreement with a key distributor to take control of our domestic retail businesses in Singapore and Malaysia. Coach currently expects to begin directly operating these markets in fiscal 2012 and fiscal 2013, respectively.

Additionally, subsequent to July 3, 2010, the Company finalized an agreement with an international partner to form a joint venture to expand the Coach International business in Europe. The Company currently anticipates retail sales through the joint venture to customers in Spain, Portugal, and the United Kingdom (including Great Britain and Ireland), with the first sales beginning in early fiscal 2011.

The following table shows the number of international wholesale locations at which Coach products are sold:

     
  Fiscal Year Ended
     July 3,
2010
  June 27,
2009
  June 28,
2008(1)
International freestanding stores     53       44       37  
International department store locations     93       81       83  
Other international locations     36       34       23  
Total international wholesale locations     182       159       143  

(1) Excludes 24 stores in fiscal 2008 that were part of the retail businesses operated by the ImagineX group in Hong Kong, Macau and mainland China.

Licensing — In our licensing relationships, Coach takes an active role in the design process and controls the marketing and distribution of products under the Coach brand. The current licensing relationships as of July 3, 2010 are as follows:

       
Category   Licensing
Partner
  Introduction
Date
  Territory   License
Expiration
Date
Watches   Movado   Spring ‘98   Worldwide   2015
Footwear   Jimlar   Spring ‘99   U.S.   2014
Eyewear   Marchon   Fall ‘03   Worldwide   2011
Fragrance   Estee Lauder   Spring ‘10   Worldwide   2015

Products made under license are, in most cases, sold through all of the channels discussed above and, with Coach’s approval, these licensees have the right to distribute Coach brand products selectively through several other channels: shoes in department store shoe salons, watches in selected jewelry stores and eyewear in selected optical retailers. These venues provide additional, yet controlled, exposure of the Coach brand. Coach’s licensing partners pay royalties to Coach on their net sales of Coach branded products. However,

6


 
 

TABLE OF CONTENTS

such royalties are not material to the Coach business as they currently comprise less than 1% of Coach’s total revenues. The licensing agreements generally give Coach the right to terminate the license if specified sales targets are not achieved.

MARKETING

Coach’s marketing strategy is to deliver a consistent message each time the consumer comes in contact with the Coach brand through our communications and visual merchandising. The Coach image is created internally and executed by the creative marketing, visual merchandising and public relations teams. Coach also has a sophisticated consumer and market research capability, which helps us assess consumer attitudes and trends and gauge the likelihood of a product’s success in the marketplace prior to its introduction.

In conjunction with promoting a consistent global image, Coach uses its extensive customer database and consumer knowledge to target specific products and communications to specific consumers to efficiently stimulate sales across all distribution channels.

Coach engages in several consumer communication initiatives, including direct marketing activities and national, regional and local advertising. In fiscal 2010, consumer contacts increased 139% to over 392 million primarily driven by increased email communications. However, the Company continues to leverage marketing expenses by refining our marketing programs to increase productivity and optimize distribution. Total expenses related to consumer communications in fiscal 2010 were $61 million, representing less than 2% of net sales.

Coach’s wide range of direct marketing activities includes email contacts, catalogs and brochures targeted to promote sales to consumers in their preferred shopping venue. In addition to building brand awareness, the coach.com website and the Coach catalog serve as effective brand communications vehicles by providing a showcase environment where consumers can browse through a strategic offering of the latest styles and colors, which drive store traffic.

As part of Coach’s direct marketing strategy, the Company uses its database consisting of approximately 16 million active households in North America and 3.8 million active households in Japan. Email contacts and catalogs are Coach’s principal means of communication and are sent to selected households to stimulate consumer purchases and build brand awareness. During fiscal 2010, the Company sent approximately 286 million emails to strategically selected customers as we continue to evolve our internet outreach to maximize productivity while streamlining distribution. In fiscal 2010, the Company distributed approximately 3 million catalogs in Coach stores in North America, Japan, Hong Kong, Macau and mainland China. The growing number of visitors to the coach.com websites in the U.S., Canada and Japan provides an opportunity to increase the size of these databases.

During fiscal 2010, Coach launched informational websites in China, South Korea, Malaysia, Singapore, France, the United Kingdom, Spain, Mexico and Australia. In addition, the Company utilizes and continues to explore new technologies such as blogs and social networking websites, including Twitter and Facebook, as a cost effective consumer communication opportunity to increase on-line and store sales and build brand awareness.

The Company also runs national, regional and local advertising campaigns in support of its major selling seasons.

MANUFACTURING

While all of our products are manufactured by independent manufacturers, we nevertheless maintain control of the supply chain process from design through manufacture. We are able to do this by qualifying raw material suppliers and by maintaining sourcing and product development offices in Hong Kong, China, South Korea, India and Vietnam that work closely with our independent manufacturers. This broad-based, global manufacturing strategy is designed to optimize the mix of cost, lead times and construction capabilities. Over the last several years, we have increased the presence of our senior management at our manufacturers’ facilities to enhance control over decision making and ensure the speed with which we bring new product to market is maximized.

7


 
 

TABLE OF CONTENTS

These independent manufacturers support a broad mix of product types, materials and a seasonal influx of new, fashion oriented styles, which allows us to meet shifts in marketplace demand and changes in consumer preferences. During fiscal 2010, approximately 74% of Coach’s total net sales were generated from products introduced within the fiscal year. As the collections are seasonal and planned to be sold in stores for short durations, our production quantities are limited which lowers our exposure to excess and obsolete inventory.

All product sources, including independent manufacturers and licensing partners, must achieve and maintain Coach’s high quality standards, which are an integral part of the Coach identity. One of Coach’s keys to success lies in the rigorous selection of raw materials. Coach has longstanding relationships with purveyors of fine leathers and hardware. Although Coach products are manufactured by independent manufacturers, we maintain control of the raw materials that are used in all of our products. Compliance with quality control standards is monitored through on-site quality inspections at all independent manufacturing facilities.

Coach carefully balances its commitments to a limited number of “better brand” partners with demonstrated integrity, quality and reliable delivery. Our manufacturers are located in many countries, including China, United States, Italy, Hong Kong, India, Thailand, Vietnam, Peru, Philippines, Turkey, Ecuador, Great Britain, Macau and Malaysia. Coach continues to evaluate new manufacturing sources and geographies to deliver the finest quality products at the lowest cost and help limit the impact of manufacturing in inflationary markets. No one vendor currently provides more than approximately 10% of Coach’s total units. Before partnering with a vendor, Coach evaluates each facility by conducting a quality and business practice standards audit. Periodic evaluations of existing, previously approved facilities are conducted on a random basis. We believe that all of our manufacturing partners are in material compliance with Coach’s integrity standards.

DISTRIBUTION

Coach operates an 850,000 square foot distribution and consumer service facility in Jacksonville, Florida. This automated facility uses a bar code scanning warehouse management system. Coach’s distribution center employees use handheld radio frequency scanners to read product bar codes, which allow them to more accurately process and pack orders, track shipments, manage inventory and generally provide excellent service to our customers. Coach’s products are primarily shipped to Coach retail stores and wholesale customers via express delivery providers and common carriers, and direct to consumers via express delivery providers.

To support our growth in China and the region, during the second half of fiscal 2010 we established an Asia distribution center in Shanghai, owned and operated by a third-party, allowing us to better manage the logistics in this region while reducing costs. The Company also operates a distribution center, through a third-party, in Japan.

MANAGEMENT INFORMATION SYSTEMS

The foundation of Coach’s information systems is its Enterprise Resource Planning (“ERP”) system. This fully integrated system supports all aspects of finance and accounting, procurement, inventory control, sales and store replenishment. The system functions as a central repository for all of Coach’s transactional information, resulting in increased efficiencies, improved inventory control and a better understanding of consumer demand. This system was upgraded in fiscal 2008 and continues to be fully scalable to accommodate growth.

Complementing its ERP system are several other system solutions, each of which Coach believes is well suited for its needs. The data warehouse system summarizes the transaction information and provides a single platform for all management reporting. The supply chain management system supports sales and inventory planning and reporting functions. Product fulfillment is facilitated by Coach’s highly automated warehouse management system and electronic data interchange system, while the unique requirements of Coach’s internet and catalog businesses are supported by Coach’s order management system. Finally, the point-of-sale system supports all in-store transactions, distributes management reporting to each store, and collects sales and payroll information on a daily basis. This daily collection of store sales and inventory information results in early identification of business trends and provides a detailed baseline for store inventory replenishment. Updates and upgrades of these systems are made on a periodic basis in order to ensure that we constantly improve our functionality. All complementary systems are integrated with the central ERP system.

8


 
 

TABLE OF CONTENTS

TRADEMARKS AND PATENTS

Coach owns all of the material trademark rights used in connection with the production, marketing and distribution of all of its products, both in the U.S. and in other countries in which the products are principally sold. Coach also owns and maintains worldwide registrations for trademarks in all relevant classes of products in each of the countries in which Coach products are sold. Major trademarks include Coach, Coach and lozenge design, Coach and tag design, Signature C design, Coach Op Art design and The Heritage Logo (Coach Leatherware Est. 1941). Coach is not dependent on any one particular trademark or design patent although Coach believes that the Coach name is important for its business. In addition, several of Coach’s products are covered by design patents or patent applications. Coach aggressively polices its trademarks and trade dress, and pursues infringers both domestically and internationally. It also pursues counterfeiters domestically and internationally through leads generated internally, as well as through its network of investigators, the Coach hotline and business partners around the world.

Coach expects that its material trademarks will remain in existence for as long as Coach continues to use and renew them. Coach has no material patents.

SEASONALITY

Because Coach products are frequently given as gifts, Coach has historically realized, and expects to continue to realize, higher sales and operating income in the second quarter of its fiscal year, which includes the holiday months of November and December. In addition, fluctuations in sales and operating income in any fiscal quarter are affected by the timing of seasonal wholesale shipments and other events affecting retail sales. Over the last several years, we have achieved higher levels of growth in the non-holiday quarters, which has reduced these seasonal fluctuations.

GOVERNMENT REGULATION

Most of Coach’s imported products are subject to existing or potential duties, tariffs or quotas that may limit the quantity of products that Coach may import into the U.S. and other countries or may impact the cost of such products. Coach has not been restricted by quotas in the operation of its business and customs duties have not comprised a material portion of the total cost of its products. In addition, Coach is subject to foreign governmental regulation and trade restrictions, including retaliation against certain prohibited foreign practices, with respect to its product sourcing and international sales operations.

COMPETITION

The premium handbag and accessories industry is highly competitive. The Company mainly competes with European luxury brands as well as private label retailers, including some of Coach’s wholesale customers. Over the last several years the category has grown, encouraging the entry of new competitors as well as increasing the competition from existing competitors. The Company believes, however, that as a market leader we benefit from this increased competition as it drives consumer interest in this brand loyal category.

The Company further believes that there are several factors that differentiate us from our competitors, including but not limited to: distinctive newness, innovation and quality of our products, ability to meet consumer’s changing preferences and our superior customer service.

EMPLOYEES

As of July 3, 2010, Coach employed approximately 13,000 people, including both full and part time employees. Of these employees, approximately 4,400 and 6,600 were full time and part time employees, respectively, in the retail field in North America, Japan, Hong Kong, Macau, and mainland China. Approximately 60 of Coach’s employees are covered by collective bargaining agreements. Coach believes that its relations with its employees are good, and it has never encountered a strike or work stoppage.

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

See the Segment Information note presented in the Notes to the Consolidated Financial Statements for geographic information.

9


 
 

TABLE OF CONTENTS

AVAILABLE INFORMATION

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available free of charge on our website, located at www.coach.com, as soon as reasonably practicable after they are filed with or furnished to the Securities and Exchange Commission. These reports are also available on the Securities and Exchange Commission’s website at www.sec.gov. No information contained on any of our websites is intended to be included as part of, or incorporated by reference into, this Annual Report on Form 10-K.

The Company has included the Chief Executive Officer (“CEO”) and Chief Financial Officer certifications regarding its public disclosure required by Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibit 31.1 to this report on Form 10-K. Additionally, the Company filed with the New York Stock Exchange (“NYSE”) the CEO’s certification regarding the Company’s compliance with the NYSE’s Corporate Governance Listing Standards (“Listing Standards”) pursuant to Section 303A.12(a) of the Listing Standards, which indicated that the CEO was not aware of any violations of the Listing Standards by the Company.

ITEM 1A. RISK FACTORS

You should consider carefully all of the information set forth or incorporated by reference in this document and, in particular, the following risk factors associated with the Business of Coach and forward-looking information in this document. Please also see “Special Note on Forward-Looking Information” at the beginning of this report. The risks described below are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may also have an adverse effect on us. If any of the risks below actually occur, our business, results of operations, cash flows or financial condition could suffer.

The current economic conditions could materially adversely affect our financial condition and results of operations.

The current uncertain economic conditions are having a significant negative impact on businesses around the world. Our results can be impacted by a number of macroeconomic factors, including but not limited to consumer confidence and spending levels, unemployment, consumer credit availability, fuel and energy costs, global factory production, commercial real estate market conditions, credit market conditions and the level of customer traffic in malls and shopping centers.

Demand for our products is significantly impacted by negative trends in consumer confidence and other economic factors affecting consumer spending behavior. The general economic conditions in the economy may continue to affect consumer purchases of our products for the foreseeable future and adversely impact our results of operations.

The growth of our business depends on the successful execution of our growth strategies, including our efforts to expand internationally.

Our growth depends on the continued success of existing products, as well as the successful design and introduction of new products. Our ability to create new products and to sustain existing products is affected by whether we can successfully anticipate and respond to consumer preferences and fashion trends. The failure to develop and launch successful new products could hinder the growth of our business. Also, any delay in the development or launch of a new product could result in our not being the first to market, which could compromise our competitive position.

Additionally, our current growth strategy includes plans to expand in a number of international regions, including Asia and Europe. We currently plan to open additional Coach stores in China, and we have entered into strategic agreements with various partners to expand our operations in Europe and to take control of certain of our retail operations in the Asia-Pacific region. We do not yet have significant experience operating in these countries, and in many of them we face established competitors. Many of these countries have different operational characteristics, including but not limited to employment and labor, transportation, logistics, real estate, and local reporting or legal requirements.

10


 
 

TABLE OF CONTENTS

Furthermore, consumer demand and behavior, as well as tastes and purchasing trends may differ in these countries, and as a result, sales of our product may not be successful, or the margins on those sales may not be in line with those we currently anticipate. In many of these countries, there is significant competition to attract and retain experienced and talented employees. If our international expansion plans are unsuccessful, our financial results could be materially adversely affected.

Significant competition in our industry could adversely affect our business.

We face intense competition in the product lines and markets in which we operate. Our competitors are European luxury brands as well as private label retailers, including some of Coach’s wholesale customers. There is a risk that our competitors may develop new products that are more popular with our customers. We may be unable to anticipate the timing and scale of such product introductions by competitors, which could harm our business. Our ability to compete also depends on the strength of our brand, whether we can attract and retain key talent, and our ability to protect our trademarks and design patents. A failure to compete effectively could adversely affect our growth and profitability.

We face risks associated with operating in international markets.

We operate on a global basis, with approximately 30% of our net sales coming from operations outside the U.S. However, sales to our international wholesale customers are denominated in U.S. dollars. While geographic diversity helps to reduce the Company’s exposure to risks in any one country, we are subject to risks associated with international operations, including, but not limited to:

changes in exchange rates for foreign currencies, which may adversely affect the retail prices of our products, result in decreased international consumer demand, or increase our supply costs in those markets, with a corresponding negative impact on our gross margin rates,
political or economic instability or changing macroeconomic conditions in our major markets, and
changes in foreign or domestic legal and regulatory requirements resulting in the imposition of new or more onerous trade restrictions, tariffs, embargoes, exchange or other government controls.

To minimize the impact on earnings of foreign currency rate movements, we monitor our foreign currency exposure in Japan and Canada through foreign currency hedging of our subsidiaries’ U.S. dollar-denominated inventory purchases, as well as Coach Japan’s U.S. dollar-denominated intercompany loan. We cannot ensure, however, that these hedges will succeed in offsetting any negative impact of foreign currency rate movements.

A downturn in the economy could affect consumer purchases of luxury items and adversely affect our business.

Many factors affect the level of consumer spending in the premium handbag and accessories market, including, among others, general business conditions, interest rates, the availability of consumer credit, taxation and consumer confidence in future economic conditions. Consumer purchases of discretionary luxury items, such as Coach products, tend to decline during recessionary periods, when disposable income is lower. A downturn or a worsening of the current conditions in the economies in which Coach sells its products may adversely affect Coach’s sales.

Our business is subject to the risks inherent in global sourcing activities.

As a company engaged in sourcing on a global scale, we are subject to the risks inherent in such activities, including, but not limited to:

unavailability of raw materials,
compliance with labor laws and other foreign governmental regulations,
compliance with our Global Business Practices,
disruptions or delays in shipments,
loss or impairment of key manufacturing sites,

11


 
 

TABLE OF CONTENTS

product quality issues,
political unrest, and
natural disasters, acts of war or terrorism and other external factors over which we have no control.

While we have business continuity and contingency plans for our sourcing sites, significant disruption of manufacturing for any of the above reasons could interrupt product supply and, if not remedied in a timely manner, could have an adverse impact on our business.

Our business is subject to increased costs due to excess inventories if we misjudge the demand for our products.

If Coach misjudges the market for its products it may be faced with significant excess inventories for some products and missed opportunities for other products. In addition, because Coach places orders for products with its manufacturers before it receives wholesale customers’ orders, it could experience higher excess inventories if wholesale customers order fewer products than anticipated.

Our operating results are subject to seasonal and quarterly fluctuations, which could adversely affect the market price of Coach common stock.

Because Coach products are frequently given as gifts, Coach has historically realized, and expects to continue to realize, higher sales and operating income in the second quarter of its fiscal year, which includes the holiday months of November and December. In addition, fluctuations in sales and operating income in any fiscal quarter are affected by the timing of seasonal wholesale shipments and other events affecting retail sales.

If we are unable to pay quarterly dividends at intended levels, our reputation and stock price may be harmed.

Our quarterly cash dividend is currently $0.15 per common share. The dividend program requires the use of a modest portion of our cash flow. Our ability to pay dividends will depend on our ability to generate sufficient cash flows from operations in the future. This ability may be subject to certain economic, financial, competitive and other factors that are beyond our control. Our Board of Directors (“Board”) may, at its discretion, decrease the intended level of dividends or entirely discontinue the payment of dividends at any time. Any failure to pay dividends after we have announced our intention to do so may negatively impact our reputation and investor confidence in us and negatively impact our stock price.

Fluctuations in our tax obligations and effective tax rate may result in volatility of our operating results and stock price.

We are subject to income taxes in many U.S. and certain foreign jurisdictions. We record tax expense based on our estimates of future payments, which include reserves for uncertain tax positions in multiple tax jurisdictions. At any one time, many tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. As a result, we expect that throughout the year there could be ongoing variability in our quarterly tax rates as events occur and exposures are evaluated. In addition, our effective tax rate in a given financial statement period may be materially impacted by changes in the mix and level of earnings or by changes to existing accounting rules or regulations. Further, there is proposed tax legislation that may be enacted in the future, which could negatively impact our current or future tax structure and effective tax rates.

Provisions in Coach’s charter and bylaws, Maryland law or its “poison pill” may delay or prevent an acquisition of Coach by a third party.

Coach’s charter and bylaws and Maryland law contain provisions that could make it more difficult for a third party to acquire Coach without the consent of Coach’s Board. Coach’s charter permits its Board, without stockholder approval, to amend the charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that Coach has the authority to issue. In addition, Coach’s Board may classify or reclassify any unissued shares of common stock or preferred stock and may set the preferences, rights and other terms of the classified or reclassified shares. Although Coach’s Board has no intention to do so at the present time, it could establish a series of preferred stock that could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for Coach’s common stock or otherwise be in the best interest of Coach’s stockholders.

12


 
 

TABLE OF CONTENTS

On May 3, 2001 Coach declared a “poison pill” dividend distribution of rights to buy additional common stock to the holder of each outstanding share of Coach’s common stock. Subject to limited exceptions, these rights may be exercised if a person or group intentionally acquires 10% or more of Coach’s common stock or announces a tender offer for 10% or more of the common stock on terms not approved by the Coach Board. In this event, each right would entitle the holder of each share of Coach’s common stock to buy one additional common share of Coach stock at an exercise price far below the then-current market price. Subject to certain exceptions, Coach’s Board will be entitled to redeem the rights at $0.0001 per right at any time before the close of business on the tenth day following either the public announcement that, or the date on which a majority of Coach’s Board becomes aware that, a person has acquired 10% or more of the outstanding common stock. As of the end of fiscal 2010, there were no shareholders whose common stock holdings exceeded the 10% threshold established by the rights plan.

Coach’s bylaws can only be amended by Coach’s Board. Coach’s bylaws also provide that nominations of persons for election to Coach’s Board and the proposal of business to be considered at a stockholders meeting may be made only in the notice of the meeting, by Coach’s Board or by a stockholder who is entitled to vote at the meeting and has complied with the advance notice procedures of Coach’s bylaws. Also, under Maryland law, business combinations, including issuances of equity securities, between Coach and any person who beneficially owns 10% or more of Coach’s common stock or an affiliate of such person are prohibited for a five-year period, beginning on the date such person last becomes a 10% stockholder, unless exempted in accordance with the statute. After this period, a combination of this type must be approved by two super-majority stockholder votes, unless some conditions are met or the business combination is exempted by Coach’s Board.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The following table sets forth the location, use and size of Coach’s distribution, corporate and product development facilities as of July 3, 2010. The majority of the properties are leased, with the leases expiring at various times through 2028, subject to renewal options.

   
Location   Use   Approximate
Square
Footage
Jacksonville, Florida     Distribution and consumer service       850,000  
New York, New York     Corporate, sourcing and product development       385,000 (1) 
Carlstadt, New Jersey     Corporate and product development       65,000  
Tokyo, Japan     Coach Japan regional management       32,000  
Dongguan, China     Sourcing, quality control and product development       27,000  
Shanghai, China     Coach China regional management       22,000  
Hong Kong     Coach Hong Kong regional management       9,000  
Hong Kong     Sourcing and quality control       6,000  
Beijing, China     Coach China regional management       3,000  
Seoul, South Korea     Sourcing       3,000  
Long An, Vietnam     Sourcing and quality control       1,000  
Chennai, India     Sourcing and quality control       600  

(1) Includes 250,000 square feet in Coach owned buildings. During fiscal 2009, Coach purchased its corporate headquarters building at 516 West 34th Street in New York City for $126.3 million.

As of July 3, 2010, Coach also occupied 342 retail and 121 factory leased stores located in North America, 161 Coach-operated department store shop-in-shops, retail stores and factory stores in Japan and 41 Coach-operated department store shop-in-shops, retail stores and factory stores in Hong Kong, Macau and mainland China. These leases expire at various times through 2024. Coach considers these properties to be in

13


 
 

TABLE OF CONTENTS

generally good condition and believes that its facilities are adequate for its operations and provide sufficient capacity to meet its anticipated requirements.

ITEM 3. LEGAL PROCEEDINGS

Coach is involved in various routine legal proceedings as both plaintiff and defendant incident to the ordinary course of its business, including proceedings to protect Coach’s intellectual property rights, litigation instituted by persons alleged to have been injured upon premises within Coach’s control and litigation with present or former employees.

As part of Coach’s policing program for its intellectual property rights, from time to time, Coach files lawsuits in the U.S. and abroad alleging acts of trademark counterfeiting, trademark infringement, patent infringement, trade dress infringement, trademark dilution and/or state or foreign law claims. At any given point in time, Coach may have a number of such actions pending. These actions often result in seizure of counterfeit merchandise and/or out of court settlements with defendants. From time to time, defendants will raise, either as affirmative defenses or as counterclaims, the invalidity or unenforceability of certain of Coach’s intellectual properties.

Although Coach’s litigation with present or former employees is routine and incidental to the conduct of Coach’s business, as well as for any business employing significant numbers of U.S.-based employees, such litigation can result in large monetary awards when a civil jury is allowed to determine compensatory and/or punitive damages for actions claiming discrimination on the basis of age, gender, race, religion, disability or other legally protected characteristic or for termination of employment that is wrongful or in violation of implied contracts.

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

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

14


 
 

TABLE OF CONTENTS

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market and Dividend Information

Coach’s common stock is listed on the New York Stock Exchange and is traded under the symbol “COH.” The following table sets forth, for the fiscal periods indicated, the high and low closing prices per share of Coach’s common stock as reported on the New York Stock Exchange Composite Tape.

     
  Fiscal Year Ended 2010
     High     Low
Quarter ended:
                          
September 26, 2009   $ 33.49              $ 23.40  
December 26, 2009     37.07                30.95  
March 27, 2010     40.31                33.97  
July 3, 2010     44.32                35.77  
Closing price at July 2, 2010            $ 35.77           

     
  Fiscal Year Ended 2009
     High     Low
Quarter ended:
                          
September 27, 2008   $ 31.11              $ 24.69  
December 27, 2008     24.97                13.41  
March 28, 2009     21.96                11.70  
June 27, 2009     28.28                16.33  
Closing price at June 26, 2009            $ 26.93           

     
  Fiscal Year Ended 2008
     High     Low
Quarter ended:
                          
September 29, 2007   $ 50.70              $ 41.46  
December 29, 2007     47.42                30.41  
March 29, 2008     32.64                24.62  
June 28, 2008     37.45                29.29  
Closing price at June 27, 2008            $ 29.29           

As of August 6, 2010, there were 3,553 holders of record of Coach’s common stock.

In fiscal 2010, a dividend of $0.075 per share, was paid on June 29, 2009, September 28, 2009, December 28, 2009 and March 29, 2010. In fiscal 2009 and fiscal 2008, the Company did not pay any cash dividends. In April 2010, Coach’s Board voted to increase the Company’s cash dividend to an expected annual rate of $0.60 per share starting with the dividend paid on July 6, 2010. Any future determination to pay cash dividends will be at the discretion of Coach’s Board and will be dependent upon Coach’s financial condition, operating results, capital requirements and such other factors as the Board deems relevant.

15


 
 

TABLE OF CONTENTS

Performance Graph

The following graph compares the cumulative total stockholder return (assuming reinvestment of dividends) of Coach’s common stock with the cumulative total return of the S&P 500 Stock Index and the “peer group” companies listed below over the five-fiscal-year period ending July 2, 2010, the last trading day of Coach’s most recent fiscal year. Coach’s “peer group,” as determined by management, consists of:

Ann Taylor Stores Corporation,
Kenneth Cole Productions, Inc.,
Polo Ralph Lauren Corporation,
Tiffany & Co.,
Talbots, Inc., and
Williams-Sonoma, Inc.

[GRAPHIC MISSING]

           
  Jul-05   Jun-06   Jun-07   Jun-08   Jun-09   Jul-10
COH     100.00       79.97       144.70       105.95       77.59       104.19  
Peer Group     100.00       100.90       128.19       93.16       55.02       82.60  
S&P 500     100.00       104.74       131.72       123.26       84.78       94.25  

The graph assumes that $100 was invested on July 1, 2005 at the per share closing price in each of Coach’s common stock, the S&P 500 Stock Index and a “Peer Group” index compiled by us tracking the peer group companies listed above, and that all dividends were reinvested. The stock performance shown in the graph is not intended to forecast or be indicative of future performance.

16


 
 

TABLE OF CONTENTS

Stock Repurchase Program

The Company’s share repurchases during the fourth quarter of fiscal 2010 were as follows:

       
Period   Total Number of Shares Purchased   Average Price Paid 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 thousands, except per share data)
Period 10 (3/28/10 – 5/1/10)     1,487       43.17       1,487       945,449  
Period 11 (5/2/10 – 5/29/10)     4,453       40.73       4,453       764,071  
Period 12 (5/30/10 – 7/3/10)     4,921       41.54       4,921       559,627  
Total     10,861             10,861        

(1) The Company repurchases its common shares under repurchase programs that were approved by the Board as follows:

   
Date Share Repurchase Programs were Publicly Announced   Total Dollar Amount Approved   Expiration Date of Plan
August 25, 2008   $1.0 billion   June 2010
April 20, 2010   $1.0 billion   June 2012

17


 
 

TABLE OF CONTENTS

ITEM 6. SELECTED FINANCIAL DATA (dollars and shares in thousands, except per share data)

The selected historical financial data presented below as of and for each of the fiscal years in the five-year period ended July 3, 2010 have been derived from Coach’s audited Consolidated Financial Statements. The financial data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Consolidated Financial Statements and Notes thereto and other financial data included elsewhere herein.

         
  Fiscal Year Ended(1)
     July 3,
2010
  June 27,
2009(2)
  June 28,
2008(2)
  June 30,
2007(3)
  July 1,
2006
Consolidated Statements of Income:
                                            
Net sales   $ 3,607,636     $ 3,230,468     $ 3,180,757     $ 2,612,456     $ 2,035,085  
Gross profit     2,633,691       2,322,610       2,407,103       2,022,986       1,581,567  
Selling, general and administrative expenses     1,483,520       1,350,697       1,259,974       1,029,589       866,860  
Operating income     1,150,171       971,913       1,147,129       993,397       714,707  
Interest income, net     1,757       5,168       47,820       41,273       32,623  
Income from continuing operations     734,940       623,369       783,039       636,529       463,840  
Income from continuing operations:
                                            
Per basic share   $ 2.36     $ 1.93     $ 2.20     $ 1.72     $ 1.22  
Per diluted share     2.33       1.91       2.17       1.69       1.19  
Weighted-average basic shares outstanding     311,413       323,714       355,731       369,661       379,635  
Weighted-average diluted shares outstanding     315,848       325,620       360,332       377,356       388,495  
Dividends declared per common share(4)     0.375       0.075                    
Consolidated Percentage of Net Sales Data:
                                            
Gross margin     73.0 %      71.9 %      75.7 %      77.4 %      77.7 % 
Selling, general and administrative expenses     41.1 %      41.8 %      39.6 %      39.4 %      42.6 % 
Operating margin     31.9 %      30.1 %      36.1 %      38.0 %      35.1 % 
Income from continuing operations     20.4 %      19.3 %      24.6 %      24.4 %      22.8 % 
Consolidated Balance Sheet Data:
                                            
Working capital   $ 773,605     $ 936,757     $ 908,277     $ 1,309,299     $ 608,152  
Total assets     2,467,115       2,564,336       2,247,353       2,426,611       1,602,014  
Cash, cash equivalents and investments     702,398       806,362       706,905       1,185,816       537,565  
Inventory     363,285       326,148       318,490       267,779       208,476  
Long-term debt     24,159       25,072       2,580       2,865       3,100  
Stockholders’ equity     1,505,293       1,696,042       1,490,375       1,888,499       1,165,274  
Coach Operated Store Data:(5)
                                            
North American retail stores     342       330       297       259       218  
North American factory stores     121       111       102       93       86  
Coach Japan locations     161       155       149       137       118  
Coach China locations     41       28       24       16       10  
Total stores open at fiscal year-end     665       624       572       505       432  
North American retail stores     929,580       893,037       795,226       672,737       562,553  
North American factory stores     548,797       477,724       413,389       321,372       281,787  
Coach Japan locations     293,441       280,428       259,993       229,862       194,375  
Coach China locations     78,887       52,671       44,504       25,541       14,240  
Total store square footage at fiscal year-end     1,850,705       1,703,860       1,513,112       1,249,512       1,052,955  
Average store square footage at fiscal year-end:
                                            
North American retail stores     2,718       2,706       2,678       2,597       2,581  
North American factory stores     4,536       4,304       4,053       3,456       3,277  
Coach Japan locations     1,823       1,809       1,745       1,678       1,647  
Coach China locations     1,924       1,881       1,854       1,596       1,424  

(1) Coach’s fiscal year ends on the Saturday closest to June 30. Fiscal year 2010 was a 53-week year. Fiscal years 2009, 2008, 2007 and 2006 were each 52-week years.

18


 
 

TABLE OF CONTENTS

(2) During fiscal 2009 and fiscal 2008, the Company recorded certain items which affect the comparability of our results. The following tables reconcile the as reported results to such results excluding these items. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for further information about these items.

         
  Fiscal 2009
     SG&A   Operating
Income
  Interest
Income, net
  Income from Continuing Operations
     Amount   Per Diluted
Share
As Reported:   $ 1,350,697     $ 971,913     $ 5,168     $ 623,369     $ 1.91  
Excluding items affecting comparability     (28,365 )      28,365       (2,012 )      (1,241 )      0.00  
Adjusted:   $ 1,322,332     $ 1,000,278     $ 3,156     $ 622,128     $ 1.91  

         
  Fiscal 2008
     SG&A   Operating
Income
  Interest
Income, net
  Income from Continuing Operations
     Amount   Per Diluted
Share
As Reported:   $ 1,259,974     $ 1,147,129     $ 47,820     $ 783,039     $ 2.17  
Excluding items affecting comparability     (32,100 )      32,100       (10,650 )      (41,037 )      (0.11 ) 
Adjusted:   $ 1,227,874     $ 1,179,229     $ 37,170     $ 742,002     $ 2.06  
(3) During fiscal 2007, the Company exited its corporate accounts business. See the Discontinued Operations note presented in the Notes to the Consolidated Financial Statements for further information.
(4) During the fourth quarter of fiscal 2009, the Company initiated a cash dividend at an annual rate of $0.30 per share. The first quarterly payment of $0.075 per common share, or approximately $23.8 million was made on June 29, 2009 (the first business day of fiscal 2010). Subsequent payments of approximately $23.9 million, $23.7 million and $22.9 million were made on September 28, 2009, December 28, 2009 and March 29, 2010, respectively. During the fourth quarter of fiscal 2010, the Company increased the cash dividend to an expected annual rate of $0.60 per share. The first increased quarterly payment of $0.15 per common share, or approximately $44.8 million, was made on July 6, 2010 (the first business day of fiscal 2011).
(5) During fiscal 2009, the Company acquired its domestic retail businesses in Hong Kong, Macau and mainland China from its former distributor, the ImagineX group. Prior to the acquisitions, these locations were operated by the ImagineX group. See the Acquisitions note presented in the Notes to the Consolidated Financial Statements.

19


 
 

TABLE OF CONTENTS

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of Coach’s financial condition and results of operations should be read together with Coach’s financial statements and notes to those statements included elsewhere in this document. When used herein, the terms “Coach,” “Company,” “we,” “us” and “our” refer to Coach, Inc., including consolidated subsidiaries.

EXECUTIVE OVERVIEW

Coach is a leading American marketer of fine accessories and gifts for women and men. Our product offerings include handbags, women’s and men’s accessories, footwear, jewelry, wearables, business cases, sunwear, travel bags, fragrance and watches. Coach operates in two segments: Direct-to-Consumer and Indirect. The Direct-to-Consumer segment includes sales to consumers through Company-operated stores in North America, Japan, Hong Kong, Macau and mainland China, the Internet and Coach catalog. The Indirect segment includes sales to wholesale customers and distributors in over 20 countries, including the United States, and royalties earned on licensed product. As Coach’s business model is based on multi-channel international distribution, our success does not depend solely on the performance of a single channel or geographic area.

In order to sustain growth within our global framework, we continue to focus on two key growth strategies: increased global distribution, with an emphasis on North America and China, and improved store sales productivity. To that end we are focused on five key initiatives:

Build market share in the North American women’s accessories market. As part of our culture of innovation and continuous improvement, we have implemented a number of initiatives to accelerate the level of newness, elevate our product offering and enhance the in-store experience. These initiatives will enable us to continue to leverage our leadership position in the market.
Continue to grow our North American retail store base primarily by opening stores in new markets and adding stores in under-penetrated existing markets. We believe that North America can support about 500 retail stores in total, including up to 30 in Canada. We currently plan to open approximately 10 new retail stores in fiscal 2011, the majority of which will be in new markets for Coach freestanding stores. The pace of our future retail store openings will depend upon the economic environment and reflect opportunities in the marketplace.
Build market share in the Japanese and North American Men’s market. We have implemented a number of initiatives to elevate our men’s product offering through image-enhancing and accessible locations.
Raise brand awareness and build market share in emerging markets, notably in China, where our brand awareness is increasing and the category is developing rapidly. We opened our first mainland China flagship store in April 2010 and currently plan to open about 30 new locations in mainland China in fiscal 2011.
Continue to expand market share with the Japanese consumer, driving growth in Japan primarily by opening new retail locations. We believe that Japan can support about 180 locations in total. We currently plan to open approximately seven net new locations in Japan in fiscal 2011.

We believe the growth strategies described above will allow us to deliver long-term superior returns on our investments and drive increased cash flows from operating activities. However, the current macroeconomic environment, while stabilizing, has created a challenging retail market in which consumers, notably in North America and Japan, are still cautious. The Company believes long-term growth can still be achieved through a combination of expanded distribution, a focus on innovation to support productivity and disciplined expense control. Our multi-channel distribution model is diversified and includes substantial international and factory businesses, which reduces our reliance upon our full-price U.S. business. With an essentially debt-free balance sheet and significant cash position, we believe we are well positioned to manage our business to take advantage of profitable growth opportunities while returning cash to shareholders through common stock repurchases and dividends.

20


 
 

TABLE OF CONTENTS

FISCAL 2010 HIGHLIGHTS

The key metrics of fiscal 2010 were:

Earnings per diluted share rose 21.5% to $2.33. Excluding items affecting comparability in fiscal 2009, earnings per diluted share increased 21.8%.
Net sales increased 11.7% to $3.61 billion. The 53rd week in fiscal 2010 contributed approximately $70 million of additional net sales.
Direct-to-consumer sales rose 15.7% to $3.16 billion.
Comparable sales in Coach’s North American stores increased 3.5%, primarily due to improved conversion.
In North America, Coach opened 12 net new retail stores and 10 new factory stores, bringing the total number of retail and factory stores to 342 and 121, respectively, at the end of fiscal 2010. We also expanded five factory stores in North America.
Coach Japan opened six net new locations, bringing the total number of locations at the end of fiscal 2010 to 161. In addition, we expanded two locations.
Coach China results continued to be strong with double-digit growth in comparable stores and channel profitability and total retail sales in excess of $100 million. At the end of fiscal 2010, we had a total of 41 locations.
Coach’s Board voted to increase the Company’s cash dividend to an expected annual rate of $0.60 per share starting with the dividend paid on July 6, 2010.

21


 
 

TABLE OF CONTENTS

FISCAL 2010 COMPARED TO FISCAL 2009

The following table summarizes results of operations for fiscal 2010 compared to fiscal 2009:

           
  Fiscal Year Ended
     July 3, 2010   June 27, 2009   Variance
     (dollars in millions, except per share data)
     Amount   % of
net sales
  Amount   % of
net sales
  Amount   %
Net sales   $ 3,607.6       100.0 %    $ 3,230.5       100.0 %    $ 377.2       11.7 % 
Gross profit     2,633.7       73.0       2,322.6       71.9       311.1       13.4  
Selling, general and administrative expenses     1,483.5       41.1       1,350.7       41.8       132.8       9.8  
Operating income     1,150.2       31.9       971.9       30.1       178.3       18.3  
Interest income, net     1.8       0.0       5.2       0.2       (3.4 )      (66.0 ) 
Provision for income taxes     417.0       11.6       353.7       10.9       63.3       17.9  
Net income     734.9       20.4       623.4       19.3       111.6       17.9  
Net Income per share:
                                                     
Basic   $ 2.36              $ 1.93              $ 0.43       22.6 % 
Diluted   $ 2.33              $ 1.91              $ 0.41       21.5 % 

Net Sales

The following table presents net sales by operating segment for fiscal 2010 compared to fiscal 2009:

         
  Fiscal Year Ended
     Net Sales     Percentage of
Total Net Sales
     July 3,
2010
  June 27,
2009
  Rate of Change   July 3,
2010
  June 27,
2009
     (dollars in millions)   (FY10 vs. FY09)  
Direct-to-Consumer   $ 3,155.8     $ 2,726.9       15.7 %      87.5 %      84.4 % 
Indirect     451.8       503.6       (10.3 )      12.5       15.6  
Total net sales   $ 3,607.6     $ 3,230.5       11.7 %      100.0 %      100.0 % 

22


 
 

TABLE OF CONTENTS

Direct-to-Consumer — Net sales increased 15.7% to $3.16 billion during fiscal 2010 from $2.73 billion during fiscal 2009, driven by sales increases in our Company-operated stores in North America and China. The net sales increase was also driven by an additional week of sales, which represented approximately $62 million.

Comparable store sales measure sales performance at stores that have been open for at least 12 months, and includes sales from coach.com. Coach excludes new locations from the comparable store base for the first year of operation. Similarly, stores that are expanded by 15.0% or more are also excluded from the comparable store base until the first anniversary of their reopening. Stores that are closed for renovations are removed from the comparable store base.

In North America, net sales increased 16.1% driven by sales from new and expanded stores and by a 3.5% increase in comparable store sales. During fiscal 2010, Coach opened 12 net new retail stores and 10 net new factory stores, and expanded five factory stores in North America. In Japan, net sales increased 7.8% driven by an approximately $51.9 million or 7.8% positive impact from foreign currency exchange. During fiscal 2010, Coach opened six net new locations and expanded two locations in Japan. The remaining change in net sales is attributable to Coach China, primarily as a result of the full year impact of the acquisitions of our retail businesses in Hong Kong, Macau and mainland China, new stores opened during fiscal 2010 and comparable store sales.

Indirect — Net sales decreased 10.3% driven primarily by a 18.2% decrease in U.S. wholesale as the Company continued to control shipments into U.S. department stores in order to manage customer inventory levels due to a weak sales environment. The net sales decrease was partially offset by an additional week of sales, which represented approximately $8 million. We continue to experience better performance with international locations catering to indigenous consumers, where the brand is gaining recognition, whereas the Company’s travel business has experienced weakness, as it is heavily dependent on the Japanese traveler. Licensing revenue of approximately $19.2 million and $19.5 million in fiscal 2010 and fiscal 2009, respectively, is included in Indirect sales.

Operating Income

Operating income increased 18.3% to $1.15 billion in fiscal 2010 as compared to $971.9 million in fiscal 2009. Excluding items affecting comparability of $28.4 million in fiscal 2009, operating income increased 15.0% from $1.00 billion. Operating margin increased to 31.9% as compared to 30.1% in the prior year, as gross margin increased while selling, general, and administrative (“SG&A”) expenses declined as a percentage of sales. Excluding items affecting comparability, operating margin was 31.0% in fiscal 2009.

Gross profit increased 13.4% to $2.63 billion in fiscal 2010 from $2.32 billion in fiscal 2009. Gross margin was 73.0% in fiscal 2010 as compared to 71.9% during fiscal 2009. The change in gross margin was driven primarily by lower manufacturing costs and product mix. Coach’s gross profit is dependent upon a variety of factors, including changes in the relative sales mix among distribution channels, changes in the mix of products sold, foreign currency exchange rates and fluctuations in material costs. These factors among others may cause gross profit to fluctuate from year to year.

SG&A expenses are comprised of four categories: (1) selling; (2) advertising, marketing and design; (3) distribution and consumer service; and (4) administrative. Selling expenses include store employee compensation, store occupancy costs, store supply costs, wholesale account administration compensation and all Coach Japan and Coach China operating expenses. These expenses are affected by the number of Coach-operated stores in North America, Japan, Hong Kong, Macau and mainland China open during any fiscal period and the related proportion of retail and wholesale sales. Advertising, marketing and design expenses include employee compensation, media space and production, advertising agency fees, new product design costs, public relations, market research expenses and mail order costs. Distribution and consumer service expenses include warehousing, order fulfillment, shipping and handling, customer service and bag repair costs. Administrative expenses include compensation costs for the executive, finance, human resources, legal and information systems departments, corporate headquarters occupancy costs, and consulting and software expenses. SG&A expenses increase as the number of Coach-operated stores increase, although an increase in the number of stores generally results in the fixed portion of SG&A expenses being spread over a larger sales base.

23


 
 

TABLE OF CONTENTS

During fiscal 2010, SG&A expenses increased 9.8% to $1.48 billion, compared to $1.35 billion in fiscal 2009. Excluding items affecting comparability of $28.4 million in fiscal 2009, SG&A expenses were $1.32 billion. As a percentage of net sales, SG&A expenses were 41.1% and 41.8% during fiscal 2010 and fiscal 2009, respectively. Excluding items affecting comparability during fiscal 2009, selling general and administrative expenses as a percentage of net sales were 40.9%. Overall SG&A expenses increased primarily from higher administrative expenses driven by performance-based compensation and a prior year reversal of a straight-line rent accrual, resulting from the purchase of our corporate headquarters building, that did not recur in fiscal 2010.

Selling expenses were $1.05 billion, or 29.1% of net sales, in fiscal 2010 compared to $981.5 million, or 30.4% of net sales, in fiscal 2009. Excluding items affecting comparability during fiscal 2009 of $5.0 million related to the planned closure of four underperforming stores during the stores lease terms, selling expenses were $976.5 million, representing 30.2% of net sales. The dollar increase in selling expenses was primarily due to an increase in operating expenses of North American stores and Coach China. The increase in North American store expenses was primarily attributable to expenses from new and expanded stores opened during fiscal 2010 and the incremental expense associated with having a full year of expenses related to stores opened in the prior year. Coach China and North American store expenses as a percentage of sales decreased primarily attributable to operating efficiencies achieved since the end of the fiscal 2009. The increase in Coach Japan operating expenses was driven primarily by the impact of foreign currency exchange rates which increased reported expenses by approximately $22.0 million.

Advertising, marketing, and design costs were $179.4 million, or 5.0% of net sales, in fiscal 2010, compared to $163.6 million, or 5.1% of net sales, during fiscal 2009. The increase was primarily due to new design expenditures for the Reed Krakoff brand, with expected introductions in fiscal year 2011, partly offset by controlled sample making expenses.

Distribution and consumer service expenses were $48.0 million, or 1.3% of net sales, in fiscal 2010, compared to $52.2 million, or 1.6%, in fiscal 2009. The decrease in expenses was primarily the result of fiscal 2009 cost savings initiatives and process improvements.

Administrative expenses were $204.0 million, or 5.7% of net sales, in fiscal 2010 compared to $153.4 million, or 4.7% of net sales, during fiscal 2009. Excluding items affecting comparability of $23.4 in fiscal 2009, expenses were $130.0 million, representing 4.0% of net sales. The increase in administrative expenses was primarily due to higher performance-based and share-based compensation. Also during fiscal 2009, the Company reversed straight-line rent accruals resulting from the purchase of our corporate headquarters building during the lease period.

Interest Income, Net

Net interest income was $1.8 million in fiscal 2010 compared to $5.2 million in fiscal 2009. Excluding items affecting comparability of $2.0 million in fiscal 2009, net interest income was $3.2 million. The decrease is attributable to lower returns on our investments due to lower interest rates.

Provision for Income Taxes

The effective tax rate was 36.2% in both fiscal 2010 and fiscal 2009. In the fourth quarter of fiscal 2009, the Company recorded a benefit of $16.8 million primarily related to favorable settlements of tax return examinations and certain other tax accounting adjustments. Excluding these benefits, the effective tax rate was 38.0% in fiscal 2009.

Net Income

Net income was $734.9 million in fiscal 2010 compared to $623.4 million in fiscal 2009. Excluding items affecting comparability of $1.2 million in fiscal 2009, net income was $622.1 million in fiscal 2009. The increase was primarily due to operating income improvement partially offset by a higher provision for income taxes.

24


 
 

TABLE OF CONTENTS

FISCAL 2009 COMPARED TO FISCAL 2008

The following table summarizes results of operations for fiscal 2009 compared to fiscal 2008:

           
  Fiscal Year Ended
     June 27, 2009   June 28, 2008   Variance
     (dollars in millions, except per share data)
     Amount   % of
net sales
  Amount   % of
net sales
  Amount   %
Net sales   $ 3,230.5       100.0 %    $ 3,180.8       100.0 %    $ 49.7       1.6 % 
Gross profit     2,322.6       71.9       2,407.1       75.7       (84.5 )      (3.5 ) 
Selling, general and administrative expenses     1,350.7       41.8       1,260.0       39.6       90.7       7.2  
Operating income     971.9       30.1       1,147.1       36.1       (175.2 )      (15.3 ) 
Interest income, net     5.2       0.2       47.8       1.5       (42.7 )      (89.2 ) 
Provision for income taxes     353.7       10.9       411.9       13.0       (58.2 )      (14.1 ) 
Income from continuing operations     623.4       19.3       783.0       24.6       (159.7 )      (20.4 ) 
Income from discontinued operations, net of taxes           0.0       0.0       0.0       (0.0 )      (100.0 ) 
Net income     623.4       19.3       783.1       24.6       (159.7 )      (20.4 ) 
Net Income per share:
                                                     
Basic
                                                     
Continuing operations   $ 1.93              $ 2.20              $ (0.28 )      (12.5 )% 
Discontinued operations                    0.00                (0.00 )      (100.0 ) 
Net income     1.93                2.20                (0.28 )      (12.5 ) 
Diluted
                                                     
Continuing operations   $ 1.91              $ 2.17              $ (0.26 )      (11.9 )% 
Discontinued operations                    0.00                (0.00 )      (100.0 ) 
Net income     1.91                2.17                (0.26 )      (11.9 ) 

Net Sales

The following table presents net sales by operating segment for fiscal 2009 compared to fiscal 2008:

         
  Fiscal Year Ended
     Net Sales     Percentage of
Total Net Sales
     June 27,
2009
  June 28,
2008
  Rate of Change   June 27,
2009
  June 28,
2008
     (dollars in millions)   (FY09 vs. FY08)  
Direct-to-Consumer   $ 2,726.9     $ 2,557.9       6.6 %      84.4 %      80.4 % 
Indirect     503.6       622.9       (19.2 )      15.6       19.6  
Total net sales   $ 3,230.5     $ 3,180.8       1.6 %      100.0 %      100.0 % 

  

In connection with the acquisitions of the retail businesses in Hong Kong, Macau and mainland China, the Company evaluated the composition of its reportable segments and concluded that sales in these regions should be included in the Direct-to-Consumer segment. Accordingly, fiscal 2008 comparable sales have been reclassified to conform to the current year presentation.

25


 
 

TABLE OF CONTENTS

Direct-to-Consumer — Net sales increased 6.6% to $2.73 billion during fiscal 2009 from $2.56 billion during fiscal 2008, driven by sales from new and expanded stores, partially offset by a decline in comparable store sales.

In North America, net sales increased 5.4% as sales from new and expanded stores were partially offset by a 6.8% decline in comparable store sales and a decline in Internet sales. During fiscal 2009, Coach opened 33 net new retail stores and nine net new factory stores, and expanded 11 retail stores and nine factory stores in North America. In Japan, net sales increased 11.1% driven by an approximately $70.2 million or 11.8% positive impact from foreign currency exchange. During fiscal 2009, Coach opened six net new locations and expanded three locations in Japan. The remaining change in net sales is attributable to Coach China, primarily as a result of the acquisitions of our retail businesses in Hong Kong, Macau and mainland China.

Indirect — Net sales decreased 19.2% driven primarily by a 20.8% decrease in U.S. wholesale as the Company reduced shipments into U.S. department stores in order to manage customer inventory levels due to a weaker sales environment. International shipments also declined 6.7% as strong retail sales at locations targeting the domestic customer were offset by a decrease in retail sales at locations serving international tourists. Licensing revenue of approximately $19.5 million and $27.1 million in fiscal 2009 and fiscal 2008, respectively, is included in Indirect sales.

Operating Income

Operating income decreased 15.3% to $971.9 million in fiscal 2009 as compared to $1.15 billion in fiscal 2008. Excluding items affecting comparability of $28.4 million and $32.1 million in fiscal 2009 and fiscal 2008, respectively, operating income decreased 15.2% to $1.00 billion in fiscal 2009 as compared to $1.18 billion in fiscal 2008. Operating margin decreased to 30.1% as compared to 36.1% in the prior year, as gross margin declined while SG&A expenses increased. Excluding items affecting comparability, operating margin was 31.0% and 37.1% in fiscal 2009 and fiscal 2008, respectively.

Gross profit decreased 3.5% to $2.32 billion in fiscal 2009 from $2.41 billion in fiscal 2008. Gross margin was 71.9% in fiscal 2009 as compared to 75.7% during fiscal 2008. The change in gross margin was driven primarily by promotional activities in Coach-operated North American factory stores and channel mix. Gross margin was also negatively impacted by our sharper pricing initiative, in which retail prices on handbags and women’s accessories have been reduced in response to consumers’ reluctance to spend, and an increase in average unit cost. Coach’s gross profit is dependent upon a variety of factors, including changes in the relative sales mix among distribution channels, changes in the mix of products sold, foreign currency exchange rates and fluctuations in material costs. These factors among others may cause gross profit to fluctuate from year to year.

During fiscal 2009, SG&A expenses increased 7.2% to $1.35 billion, compared to $1.26 billion in fiscal 2008, driven primarily by an increase in selling expenses partially offset by a decrease in administrative expenses. As a percentage of net sales, SG&A expenses were 41.8% and 39.6% during fiscal 2009 and fiscal 2008, respectively. Excluding items affecting comparability of $28.4 million and $32.1 million in fiscal 2009 and fiscal 2008, respectively, SG&A expenses were $1.32 billion and $1.23 billion, respectively, representing 40.9% and 38.6% of net sales, respectively.

Selling expenses were $981.5 million, or 30.4% of net sales, in fiscal 2009 compared to $865.2 million, or 27.2% of net sales, in fiscal 2008. Excluding items affecting comparability during fiscal 2009 of $5.0 million related to the closure of four underperforming stores, selling expenses were $976.5 million, representing 30.2% of net sales. The dollar increase in selling expenses was primarily due to an increase in operating expenses of North American stores, the newly formed Coach China and Coach Japan. The increase in North American store expenses was primarily attributable to expenses from new and expanded stores opened during fiscal 2009 and the incremental expense associated with having a full year of expenses related to stores opened in the prior year. Fiscal 2009 includes operating expenses of Coach China, which consisted of investments in stores, marketing, organization and infrastructure. The increase in Coach Japan operating expenses was driven primarily by the impact of foreign currency exchange rates which increased reported expenses by approximately $29.1 million.

26


 
 

TABLE OF CONTENTS

Advertising, marketing, and design costs were $163.6 million, or 5.1% of net sales, in fiscal 2009, compared to $147.7 million, or 4.6% of net sales, during fiscal 2008. The increase was primarily due to design expenditures and development costs for new merchandising initiatives.

Distribution and consumer service expenses were $52.2 million, or 1.6% of net sales, in fiscal 2009, compared to $47.6 million, or 1.5%, in fiscal 2008. The increase was primarily the result of an increase in fixed occupancy costs related to the expansion of our distribution center that was completed in August 2008.

Administrative expenses were $153.4 million, or 4.7% of net sales, in fiscal 2009 compared to $199.5 million, or 6.3% of net sales, during fiscal 2008. Excluding items affecting comparability of $23.4 million and $32.1 million in fiscal 2009 and fiscal 2008, respectively, expenses were $130.0 million and $167.4 million, respectively, representing 4.0% and 5.3% of net sales. The decrease in administrative expenses was primarily due to a decrease in performance-based compensation expense and lower rent expense as a result of the purchase of our corporate headquarters building.

Interest Income, Net

Net interest income was $5.2 million in fiscal 2009 compared to $47.8 million in fiscal 2008. Excluding items affecting comparability of $2.0 million and $10.7 million in fiscal 2009 and fiscal 2008, respectively, net interest income was $3.2 million and $37.2 million. This decrease is attributable to lower returns on our investments due to lower interest rates and lower average cash balances.

Provision for Income Taxes

The effective tax rate was 36.2% in fiscal 2009 compared to 34.5% in fiscal 2008. In the fourth quarter of fiscal 2009 and fiscal 2008, the Company recorded a benefit of $16.8 million and $50.0 million, respectively, primarily related to favorable settlements of tax return examinations and certain other tax accounting adjustments. Excluding these benefits, the effective tax rates were 38.0% and 39.0%.

Income from Continuing Operations

Income from continuing operations was $623.4 million in fiscal 2009 compared to $783.0 million in fiscal 2008. Excluding items affecting comparability of $1.2 million and $41.0 million in fiscal 2009 and fiscal 2008, respectively, income from continuing operations was $622.1 million and $742.0 million in fiscal 2009 and fiscal 2008, respectively. This decrease was primarily due to a decline in operating income and interest income, net, partially offset by a lower provision for income taxes.

27


 
 

TABLE OF CONTENTS

FISCAL 2009 AND FISCAL 2008 ITEMS AFFECTING COMPARABILITY OF OUR FINANCIAL RESULTS

Non-GAAP Measures

The Company’s reported results are presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The reported SG&A expenses, operating income, interest income, net, provision for income taxes, income from continuing operations, net income and earnings per diluted share from continuing operations in both fiscal 2009 and fiscal 2008 reflect certain items which affect the comparability of our results. These metrics are also reported on a non-GAAP basis for these fiscal years to exclude the impact of these items.

These non-GAAP performance measures were used by management to conduct and evaluate its business during its regular review of operating results for the periods affected. Management and the Company’s Board utilized these non-GAAP measures to make decisions about the uses of Company resources, analyze performance between periods, develop internal projections and measure management performance. The Company’s primary internal financial reporting excluded these items affecting comparability. In addition, the compensation committee of the Company’s Board used these non-GAAP measures when setting and assessing achievement of incentive compensation goals.

We believe these non-GAAP measures are useful to investors in evaluating the Company’s ongoing operating and financial results and understanding how such results compare with the Company’s historical performance. In addition, we believe excluding the items affecting comparability assists investors in developing expectations of future performance. These items affecting comparability do not represent the Company’s direct, ongoing business operations. By providing the non-GAAP measures, as a supplement to GAAP information, we believe we are enhancing investors’ understanding of our business and our results of operations. The non-GAAP financial measures are limited in their usefulness and should be considered in addition to, and not in lieu of, U.S. GAAP financial measures. Further, these non-GAAP measures may be unique to the Company, as they may be different from non-GAAP measures used by other companies.

28


 
 

TABLE OF CONTENTS

The year-over-year comparisons of our financial results are affected by the following items included in our reported results:

   
  Fiscal Year Ended
     (dollars in millions,
except per share data)
     June 27,
2009
  June 28,
2008
Operating income
                 
Cost savings measures   $ (13.4 )    $  
Charitable foundation contribution     (15.0 )      (20.0 ) 
Non-recurring variable expense           (12.1 ) 
Total Operating income impact   $ (28.4 )    $ (32.1 ) 
Interest Income, net
                 
Tax-related interest adjustments   $ 2.0     $ 10.7  
Total Interest income, net impact   $ 2.0     $ 10.7  
Provision for income taxes
                 
Cost savings measures   $ (5.1 )    $  
Charitable foundation contribution     (5.7 )      (7.8 ) 
Tax adjustments     (16.8 )      (50.0 ) 
Non-recurring variable expense           (4.7 ) 
Total Provision for income taxes impact   $ (27.6 )    $ (62.5 ) 
Net income
                 
Cost savings measures   $ (8.3 )    $  
Charitable foundation contribution     (9.3 )      (12.2 ) 
Tax adjustments     18.8       60.6  
Non-recurring variable expense           (7.4 ) 
Total Net income impact   $ 1.2     $ 41.0  
Diluted earnings per share
                 
Cost savings measures   $ (0.03 )    $  
Charitable foundation contribution     (0.03 )      (0.03 ) 
Tax adjustments     0.06       0.17  
Non-recurring variable expense           (0.02 ) 
Total Diluted earnings per share impact   $ 0.00     $ 0.11  

Fiscal 2009 Items

Cost Savings Measures

During the third quarter of fiscal 2009, the Company recorded a charge of $13.4 million, related to cost savings initiatives. These initiatives included the elimination of approximately 150 positions from the Company’s corporate offices in New York, New Jersey and Jacksonville, the closure of four underperforming retail stores and the closure of Coach Europe Services, the Company’s sample-making facility in Italy. Prior to these cost savings measures in fiscal 2009, the Company had no recent past history of similar elimination of positions, closure of facilities, or closure of underperforming stores during the stores’ lease terms.

Charitable Contribution and Tax Adjustments

During the fourth quarter of fiscal 2009, the Company decreased the provision for income taxes by $16.8 million and increased interest income by $2.0 million, primarily as a result of a favorable settlement of a multi-year tax return examination and other tax accounting adjustments. The underlying events and circumstances for the tax settlement and adjustments were not related to the fiscal 2008 settlement. The Company used the net income favorability to contribute $15.0 million to the Coach Foundation. The Company believed that in order to reflect the direct results of the normal, ongoing business operations, both the tax

29


 
 

TABLE OF CONTENTS

adjustments and the resulting foundation funding needed to be adjusted. This exclusion is consistent with the way management views its results and is the basis on which incentive compensation was calculated and paid for fiscal 2009.

Fiscal 2008 Items

Charitable Contribution and Tax Adjustments

During the fourth quarter of fiscal 2008, the Company decreased the provision for income taxes by $50.0 million and increased interest income by $10.7 million, primarily as a result of a favorable settlement of a tax return examination. The underlying events and circumstances for the tax settlement were not related to the fiscal 2009 settlement. The Company used the net income favorability to create the Coach Foundation. The Company recorded an initial contribution to the Coach Foundation in the amount of $20.0 million. The Company believed that in order to reflect the direct results of the business operations as was done for executive management incentive compensation, both the tax adjustments and the resulting foundation funding needed to be adjusted.

Variable Expenses

As a result of the higher interest income, net (related to the tax settlements) and lower income tax provision, the Company incurred additional incentive compensation expense of $12.1 million, as a portion of the Company’s incentive compensation plan is based on net income and earnings per share. Incremental incentive compensation driven by tax settlements of this magnitude is unlikely to recur in the near future as the Company has modified its incentive compensation plans during fiscal 2009 to be measured exclusive of any unusual accounting adjustments. The Company believes excluding these variable expenses, which were directly linked to the tax settlements, assists investors in evaluating the Company’s direct, ongoing business operations.

Currency Fluctuation Effects

Percentage increases and decreases in sales in fiscal 2010 and fiscal 2009 for Coach Japan have been presented both including and excluding currency fluctuation effects from translating foreign-denominated sales into U.S. dollars and compared to the same period in the prior fiscal year.

We believe that presenting Coach Japan sales increases and decreases, including and excluding currency fluctuation effects, will help investors and analysts to understand the effect on this valuable performance measure of significant year-over-year currency fluctuations.

FINANCIAL CONDITION

Cash Flow

Net cash provided by operating activities was $990.9 million in fiscal 2010 compared to $809.2 million in fiscal 2009. The increase of $181.7 million was primarily due to the $111.6 million increase in net income as well as working capital changes between the two periods, the most significant of which occurred in accrued liabilities, accounts payable and inventories. Accrued liabilities provided cash of $68.1 million in fiscal 2010 compared to a cash use of $32.1 million in fiscal 2009, primarily due to higher bonus accruals in the current year, as well as the non-recurrence of a rent accrual reversal that occurred in fiscal 2009 in connection with the purchase of our corporate headquarters building. Accounts payable provided cash of $1.0 million in fiscal 2010, compared to a cash use of $37.0 million in fiscal 2009, due to timing of payments. Changes in inventory balances year over year resulted in a cash use of $33.9 million for fiscal 2010 compared to a cash source of $4.1 million in fiscal 2009, primarily due to higher inventory levels at the current year end to support store expansion domestically and internationally.

Net cash used in investing activities was $182.2 million in fiscal 2010 compared to $264.7 million in fiscal 2009. Purchases of investments and proceeds from their maturities and sales resulted in a net cash outflow in fiscal 2010 of $99.9 million. The company did not have similar investment activity in fiscal 2009. During fiscal 2009 the company used cash of $103.3 million in connection with the purchase of its corporate headquarters building, with no similar transaction occurring in fiscal 2010. Additionally, purchases of property and equipment were $55.9 million lower in the current fiscal year, driven by the timing of certain projects.

30


 
 

TABLE OF CONTENTS

Net cash used in financing activities was $1,019.9 million in fiscal 2010 as compared to $440.1 million in fiscal 2009. The increase of $579.8 million was primarily attributable to $696.2 million of incremental common stock repurchases and $94.3 million of payments of Company dividends, partially offset by $197.6 million higher cash proceeds from share-based compensation awards during the current fiscal year.

Revolving Credit Facilities

On July 26, 2007, the Company renewed its $100 million revolving credit facility with certain lenders and Bank of America, N.A. as the primary lender and administrative agent (the “Bank of America facility”), extending the facility expiration to July 26, 2012. At Coach’s request and lenders’ consent, the Bank of America facility can be expanded to $200 million. The facility can also be extended for two additional one-year periods, at Coach’s request and lenders’ consent.

Coach’s Bank of America facility is available for seasonal working capital requirements or general corporate purposes and may be prepaid without penalty or premium. During fiscal 2010 and fiscal 2009 there were no borrowings under the Bank of America facility. Accordingly, as of July 3, 2010 and June 27, 2009, there were no outstanding borrowings under the Bank of America facility. The Company’s borrowing capacity as of July 3, 2010 was $90.0 million, due to outstanding letters of credit.

Coach pays a commitment fee of 6 to 12.5 basis points on any unused amounts and interest of LIBOR plus 20 to 55 basis points on any outstanding borrowings. Both the commitment fee and the LIBOR margin are based on the Company’s fixed charge coverage ratio. At July 3, 2010, the commitment fee was 7 basis points and the LIBOR margin was 30 basis points.

The Bank of America facility contains various covenants and customary events of default. Coach has been in compliance with all covenants since its inception.

To provide funding for working capital and general corporate purposes, Coach Japan has available credit facilities with several Japanese financial institutions. These facilities allow a maximum borrowing of 4.1 billion Yen, or approximately $46.7 million, at July 3, 2010. Interest is based on the Tokyo Interbank rate plus a margin of 30 basis points. During fiscal 2010 and fiscal 2009, the peak borrowings under the Japanese credit facilities were $0 million and $14.4 million, respectively. As of July 3, 2010 and June 27, 2009, there were no outstanding borrowings under the Japanese credit facilities.

To provide funding for working capital and general corporate purposes, Coach Shanghai Limited has a credit facility that allows a maximum borrowing of 67 million Renminbi, or approximately $10 million at July 3, 2010. Interest is based on the People’s Bank of China rate. During both fiscal 2010 and fiscal 2009, the peak borrowings under this credit facility were $7.5 million. At July 3, 2010 and June 27, 2009, there were $0 and $7.5 million outstanding borrowings under this facility.

Common Stock Repurchase Program

In April 2010, the Company completed its $1.0 billion common stock repurchase program, which was put into place in August 2008. In April 2010, the Company’s Board approved a new common stock repurchase program to acquire up to $1.0 billion of Coach’s outstanding common stock through June 2012. Purchases of Coach stock are made from time to time, subject to market conditions and at prevailing market prices, through open market purchases. Repurchased shares become authorized but unissued shares and may be issued in the future for general corporate and other uses. The Company may terminate or limit the stock repurchase program at any time.

During fiscal 2010 and fiscal 2009, the Company repurchased and retired 30.7 million and 20.2 million shares of common stock, respectively, at an average cost of $37.48 and $22.51 per share, respectively. As of July 3, 2010, $559.6 million remained available for future purchases under the existing program.

Liquidity and Capital Resources

In fiscal 2010, total capital expenditures were $81.1 million and related primarily to new stores in North America and Japan which accounted for approximately $30.5 million and $4.8 million, respectively, of total capital expenditures. Approximately $9.8 million related to investments in new stores and corporate infrastructure in Hong Kong and mainland China. Spending on department store renovations and distributor

31


 
 

TABLE OF CONTENTS

locations accounted for approximately $9.2 million of the total capital expenditures. The remaining capital expenditures related to corporate systems and infrastructure. These investments were financed from on hand cash, operating cash flows and by using funds from the revolving credit facility maintained by Coach Shanghai Limited.

For the fiscal year ending July 2, 2011, the Company expects total capital expenditures to be approximately $150 million. Capital expenditures will be primarily for new stores in North America, Japan, Hong Kong, Macau and mainland China. We will also continue to invest in corporate infrastructure and department store and distributor locations. These investments will be financed primarily from on hand cash and operating cash flows.

Coach experiences significant seasonal variations in its working capital requirements. During the first fiscal quarter Coach builds inventory for the holiday selling season, opens new retail stores and generates higher levels of trade receivables. In the second fiscal quarter its working capital requirements are reduced substantially as Coach generates consumer sales and collects wholesale accounts receivable. In fiscal 2010, Coach purchased approximately $1.0 billion of inventory, which was primarily funded by on hand cash and operating cash flows.

Management believes that cash flow from continuing operations and on hand cash will provide adequate funds for the foreseeable working capital needs, planned capital expenditures, dividend payments and the common stock repurchase program. Any future acquisitions, joint ventures or other similar transactions may require additional capital. There can be no assurance that any such capital will be available to Coach on acceptable terms or at all. Coach’s ability to fund its working capital needs, planned capital expenditures, dividend payments and scheduled debt payments, as well as to comply with all of the financial covenants under its debt agreements, depends on its future operating performance and cash flow, which in turn are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond Coach’s control.

Commitments

At July 3, 2010, the Company had letters of credit available of $275.0 million, of which $147.4 million were outstanding. These letters of credit, which expire at various dates through 2013, primarily collateralize the Company’s obligation to third parties for the purchase of inventory.

Contractual Obligations

As of July 3, 2010, Coach’s long-term contractual obligations are as follows:

         
  Payments Due by Period
     Total   Less than
1 Year
  1 – 3
Years
  3 – 5
Years
  More than 5 Years
     (amounts in millions)
Capital expenditure commitments(1)   $ 1.6     $ 1.6     $     $     $  
Inventory purchase obligations(2)     166.6       166.6                    
Long-term debt, including the current portion(3)     28.1       1.8       25.3       1.0        
Operating leases     922.7       137.9       251.0       205.5       328.3  
Total   $ 1,119.0     $ 307.9     $ 276.3     $ 206.5     $ 328.3  

(1) Represents the Company’s legally binding agreements related to capital expenditures.
(2) Represents the Company’s legally binding agreements to purchase finished goods.
(3) Amounts presented include interest payment obligations.

The table above excludes the following: amounts included in current liabilities, other than the current portion of long-term debt, in the Consolidated Balance Sheet at July 3, 2010 as these items will be paid within one year; long-term liabilities not requiring cash payments, such as deferred lease incentives; and cash

32


 
 

TABLE OF CONTENTS

contributions for the Company’s pension plans. The Company intends to contribute approximately $0.4 million to its pension plans during the next year. The above table also excludes reserves recorded in accordance with the Financial Accounting Standards Board’s (“FASB”) guidance for accounting for uncertainty in income taxes which has been codified within Accounting Standards Codification (“ASC”) 740, as we are unable to reasonably estimate the timing of future cash flows related to these reserves.

Coach does not have any off-balance-sheet financing or unconsolidated special purpose entities. Coach’s risk management policies prohibit the use of derivatives for trading or speculative purposes. The valuation of financial instruments that are marked-to-market are based upon independent third-party sources.

Long-Term Debt

Coach is party to an Industrial Revenue Bond related to its Jacksonville, Florida distribution and consumer service facility. This loan has a remaining balance of $2.2 million and bears interest at 4.5%. Principal and interest payments are made semiannually, with the final payment due in 2014.

During fiscal 2009, Coach assumed a mortgage in connection with the purchase of its corporate headquarters building in New York City. This mortgage bears interest at 4.68%. Interest payments are made monthly and principal payments began in July 2009, with the final payment of $21.6 million due in June 2013. As of July 3, 2010, the remaining balance on the mortgage was $22.7 million.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. Predicting future events is inherently an imprecise activity and, as such, requires the use of judgment. Actual results may vary from estimates in amounts that may be material to the financial statements. The development and selection of the Company’s critical accounting policies and estimates are periodically reviewed with the Audit Committee of the Board.

The accounting policies discussed below are considered critical because changes to certain judgments and assumptions inherent in these policies could affect the financial statements. For more information on Coach’s accounting policies, please refer to the Notes to Consolidated Financial Statements.

Income Taxes

The Company’s effective tax rate is based on pre-tax income, statutory tax rates, tax laws and regulations, and tax planning strategies available in the various jurisdictions in which Coach operates. Deferred tax assets are reported at net realizable value, as determined by management. Significant management judgment is required in determining the effective tax rate, in evaluating our tax positions and in determining the net realizable value of deferred tax assets. In accordance with ASC 740-10, the Company recognizes the impact of tax positions in the financial statements if those positions will more likely than not be sustained on audit, based on the technical merits of the position. Tax authorities periodically audit the Company’s income tax returns. Management believes that our tax filing positions are reasonable and legally supportable. However, in specific cases, various tax authorities may take a contrary position. A change in our tax positions or audit settlements could have a significant impact on our results of operations. For further information about income taxes, see the Income Taxes note presented in the Notes to the Consolidated Financial Statements.

Inventories

The Company’s inventories are reported at the lower of cost or market. Inventory costs include material, conversion costs, freight and duties and are determined by the first-in, first-out method. The Company reserves for slow-moving and aged inventory based on historical experience, current product demand and expected future demand. A decrease in product demand due to changing customer tastes, buying patterns or increased competition could impact Coach’s evaluation of its slow-moving and aged inventory and additional reserves might be required. At July 3, 2010, a 10% change in the reserve for slow-moving and aged inventory would have resulted in an insignificant change in inventory and cost of goods sold.

33


 
 

TABLE OF CONTENTS

Goodwill and Other Intangible Assets

The Company evaluates goodwill and other indefinite life intangible assets annually for impairment. In order to complete our impairment analysis, we must perform a valuation analysis which includes determining the fair value of the Company’s reporting units based on discounted cash flows. This analysis contains uncertainties as it requires management to make assumptions and estimate the profitability of future growth strategies. The Company determined that there was no impairment in fiscal 2010, fiscal 2009 or fiscal 2008.

Long-Lived Assets

Long-lived assets, such as property and equipment, are evaluated for impairment annually and whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. The evaluation is based on a review of forecasted operating cash flows and the profitability of the related business. An impairment loss is recognized if the forecasted cash flows are less than the carrying amount of the asset. The Company recorded an impairment loss in fiscal 2009 of $1.5 million related to the closure of three underperforming stores. The Company did not record any impairment losses in fiscal 2010 or fiscal 2008. However, as the determination of future cash flows is based on expected future performance, impairment could result in the future if expectations are not met.

Revenue Recognition

Sales are recognized at the point of sale, which occurs when merchandise is sold in an over-the-counter consumer transaction or, for the wholesale channels, upon shipment of merchandise, when title passes to the customer. Revenue associated with gift cards is recognized upon redemption. The Company estimates the amount of gift cards that will not be redeemed and records such amounts as revenue over the period of the performance obligation. Allowances for estimated uncollectible accounts, discounts and returns are provided when sales are recorded based upon historical experience and current trends. Royalty revenues are earned through license agreements with manufacturers of other consumer products that incorporate the Coach brand. Revenue earned under these contracts is recognized based upon reported sales from the licensee. At July 3, 2010, a 10% change in the allowances for estimated uncollectible accounts, discounts and returns would have resulted in an insignificant change in accounts receivable and net sales.

Share-Based Compensation

The Company recognizes the cost of employee services received in exchange for awards of equity instruments, such as stock options, based on the grant-date fair value of those awards. The grant-date fair value of stock option awards is determined using the Black-Scholes option pricing model and involves several assumptions, including the expected term of the option, expected volatility and dividend yield. The expected term of options represents the period of time that the options granted are expected to be outstanding and is based on historical experience. Expected volatility is based on historical volatility of the Company’s stock as well as the implied volatility from publicly traded options on Coach’s stock. Dividend yield is based on the current expected annual dividend per share and the Company’s stock price. Changes in the assumptions used to determine the Black-Scholes value could result in significant changes in the Black-Scholes value. However, a 10% change in the Black-Scholes value would result in an insignificant change in fiscal 2010 share-based compensation expense.

Recent Accounting Pronouncements

ASC 820-10, “Fair Value Measurements and Disclosures,” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The Company adopted the provisions of the standard related to financial assets and liabilities in the first quarter of fiscal 2009. During the first quarter of fiscal 2010, the Company adopted the provisions of the standard related to non-financial assets and liabilities measured at fair value on a non-recurring basis with no material impact on our consolidated financial statements. For further information about the fair value measurements of our financial assets and liabilities see note on Fair Value Measurements.

ASC 820-10 was amended in January 2010 to require additional disclosures related to recurring and nonrecurring fair value measurements. The guidance requires disclosure of transfers of assets and liabilities between Levels 1 and 2 of the fair value hierarchy, including the reasons and the timing of the transfers and

34


 
 

TABLE OF CONTENTS

information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of the assets and liabilities measured under Level 3 of the fair value hierarchy. The guidance was effective for the Company beginning on December 27, 2009 and its adoption did not have a material impact on our consolidated financial statements.

ASC 855, “Subsequent Events,” was amended in February 2010. Under the amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and the Company adopted these new requirements for the period ended March 27, 2010, as described in the note on Significant Accounting Policies.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk inherent in our financial instruments represents the potential loss in fair value, earnings or cash flows arising from adverse changes in interest rates or foreign currency exchange rates. Coach manages these exposures through operating and financing activities and, when appropriate, through the use of derivative financial instruments with respect to Coach Japan and Coach Canada. The use of derivative financial instruments is in accordance with Coach’s risk management policies. Coach does not enter into derivative transactions for speculative or trading purposes.

The following quantitative disclosures are based on quoted market prices obtained through independent pricing sources for the same or similar types of financial instruments, taking into consideration the underlying terms and maturities and theoretical pricing models. These quantitative disclosures do not represent the maximum possible loss or any expected loss that may occur, since actual results may differ from those estimates.

Foreign Currency Exchange

Foreign currency exposures arise from transactions, including firm commitments and anticipated contracts, denominated in a currency other than the entity’s functional currency, and from foreign-denominated revenues and expenses translated into U.S. dollars.

Substantially all of Coach’s fiscal 2010 non-licensed product needs were purchased from independent manufacturers in countries other than the United States. These countries include China, Italy, Hong Kong, India, Thailand, Vietnam, Peru, Philippines, Turkey, Ecuador, Great Britain, Macau and Malaysia. Additionally, sales are made through international channels to third party distributors. Substantially all purchases and sales involving international parties, excluding Coach Japan and Coach China, are denominated in U.S. dollars and, therefore, are not subject to foreign currency exchange risk.

In Japan and Canada, Coach is exposed to market risk from foreign currency exchange rate fluctuations resulting from Coach Japan and Coach Canada’s U.S. dollar denominated inventory purchases. Coach Japan and Coach Canada enter into certain foreign currency derivative contracts, primarily zero-cost collar options, to manage these risks. As of July 3, 2010 and June 27, 2009, open foreign currency forward contracts designated as hedges with a notional amount of $248.6 million and $32.0 million, respectively, were outstanding.

Coach is also exposed to market risk from foreign currency exchange rate fluctuations with respect to Coach Japan as a result of its $139.4 million U.S. dollar-denominated fixed rate intercompany loan from Coach. To manage this risk, on July 2, 2010, Coach Japan entered into a cross currency swap transaction, the terms of which include an exchange of a Yen fixed interest rate for a U.S. dollar fixed interest rate. The loan matures on June 30, 2011, at which point the swap requires an exchange of Japanese Yen and U.S. dollar based notional values.

The fair value of open foreign currency derivatives included in current assets at July 3, 2010 and June 27, 2009 was $2.1 million and $0, respectively. The fair value of open foreign currency derivatives included in current liabilities at July 3, 2010 and June 27, 2009 was $7.5 million and $37.1 million, respectively. The fair value of these contracts is sensitive to changes in Japanese Yen and Canadian Dollar exchange rates.

35


 
 

TABLE OF CONTENTS

Coach believes that exposure to adverse changes in exchange rates associated with revenues and expenses of foreign operations, which are denominated in Japanese Yen, Chinese Renminbi, Hong Kong Dollar, Macau Pataca and Canadian Dollars, are not material to the Company’s consolidated financial statements.

Interest Rate

Coach is exposed to interest rate risk in relation to its investments, revolving credit facilities and long-term debt.

The Company’s investment portfolio is maintained in accordance with the Company’s investment policy, which identifies allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer. The primary objective of our investment activities is the preservation of principal while maximizing interest income and minimizing risk. We do not hold any investments for trading purposes. The Company’s investment portfolio consists of U.S. government and agency securities as well as corporate debt securities. As the Company does not have the intent to sell and will not be required to sell these securities until maturity, investments are classified as held-to-maturity and stated at amortized cost, except for auction rate securities, which are classified as available-for-sale. At July 3, 2010 and June 27, 2009, the Company’s investments, classified as held-to-maturity, consisted of commercial paper and treasury bills valued at $99.9 million and $0, on those dates respectively. As the adjusted book value of the commercial paper and treasury bills equals its fair value, there were no unrealized gains or losses associated with these investments. At July 3, 2010, the Company’s investments, classified as available-for-sale, consisted of a $6.0 million auction rate security. At July 3, 2010, as the auction rate securities’ adjusted book value equaled its fair value, there were no unrealized gains or losses associated with these investments.

As of July 3, 2010, the Company had no outstanding borrowings on its Bank of America facility. The fair value of any future borrowings may be impacted by fluctuations in interest rates.

As of July 3, 2010, the Company had no outstanding borrowings on its revolving credit facility maintained by Coach Japan. The fair value of any future borrowings may be impacted by fluctuations in interest rates.

As of July 3, 2010, the Company had no outstanding borrowings on its revolving credit facility maintained by Coach Shanghai Limited. The fair value of any future borrowings may be impacted by fluctuations in interest rates.

As of July 3, 2010, Coach’s outstanding long-term debt, including the current portion, was $24.9 million. A hypothetical 10% change in the interest rate applied to the fair value of debt would not have a material impact on earnings or cash flows of Coach.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See “Index to Financial Statements,” which is located on page 40 of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Based on the evaluation of the Company’s disclosure controls and procedures, as that term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, each of Lew Frankfort, the Chief Executive Officer of the Company, and Michael F. Devine, III, the Chief Financial Officer of the Company, has concluded that the Company’s disclosure controls and procedures are effective as of July 3, 2010.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting. The Company’s internal control system was designed to provide reasonable assurance

36


 
 

TABLE OF CONTENTS

to the Company’s management and Board regarding the preparation and fair presentation of published financial statements. Management evaluated the effectiveness of the Company’s internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control-Integrated Framework. Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of July 3, 2010 and concluded that it is effective.

The Company’s independent auditors have issued an audit report on the Company’s internal control over financial reporting. The audit report appears on page 41 of this report.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

37


 
 

TABLE OF CONTENTS

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information set forth in the Proxy Statement for the 2010 Annual Meeting of Stockholders is incorporated herein by reference. The 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.

ITEM 11. EXECUTIVE COMPENSATION

The information set forth in the Proxy Statement for the 2010 Annual Meeting of Stockholders is incorporated herein by reference. The 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.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(a) Security ownership of management set forth in the Proxy Statement for the 2010 Annual Meeting of Stockholders is incorporated herein by reference.

(b) There are no arrangements known to the registrant that may at a subsequent date result in a change in control of the registrant.

The 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.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information set forth in the Proxy Statement for the 2010 Annual Meeting of Stockholders is incorporated herein by reference. The 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.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated herein by reference to the section entitled “Matters Relating to Coach’s Independent Auditors” in the Proxy Statement for the 2010 Annual Meeting of Stockholders. The 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.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and Financial Statement Schedules

See “Index to Financial Statements” which is located on page 40 of this report.

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

38


 
 

TABLE OF CONTENTS

SIGNATURES

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

 
  COACH, INC.
Date: August 25, 2010  

By:

/s/ Lew Frankfort

Name: Lew Frankfort
Title: Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below on August 25, 2010.

 
Signature   Title
/s/ Lew Frankfort

Lew Frankfort
  Chairman, Chief Executive Officer and Director
/s/ Jerry Stritzke

Jerry Stritzke
  President, Chief Operating Officer
/s/ Michael F. Devine, III

Michael F. Devine, III
  Executive Vice President and Chief Financial Officer
(as principal financial officer and principal accounting officer of Coach)
/s/ Susan Kropf

Susan Kropf
  Director
/s/ Gary Loveman

Gary Loveman
  Director
/s/ Ivan Menezes

Ivan Menezes
  Director
/s/ Irene Miller

Irene Miller
  Director
/s/ Michael Murphy

Michael Murphy
  Director
/s/ Jide Zeitlin

Jide Zeitlin
  Director

39


 
 

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

FINANCIAL STATEMENTS
For the Fiscal Year Ended July 3, 2010

COACH, INC.

New York, New York 10001

INDEX TO FINANCIAL STATEMENTS

 
  Page
Number
Reports of Independent Registered Public Accounting Firm     41  
Consolidated Balance Sheets — At July 3, 2010 and June 27, 2009     43  
Consolidated Statements of Income — For Fiscal Years Ended July 3, 2010, June 27, 2009 and June 28, 2008     44  
Consolidated Statements of Stockholders’ Equity — For Fiscal Years Ended July 3, 2010, June 27, 2009 and June 28, 2008     45  
Consolidated Statements of Cash Flows — For Fiscal Years Ended July 3, 2010, June 27, 2009 and June 28, 2008     46  
Notes to Consolidated Financial Statements     47  
Financial Statement Schedules for the years ended July 3, 2010, June 27, 2009 and June 28, 2008:
        
Schedule II — Valuation and Qualifying Accounts     69  

All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

40


 
 

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Coach, Inc.
New York, New York

We have audited the accompanying consolidated balance sheets of Coach, Inc. and subsidiaries (the “Company”) as of July 3, 2010 and June 27, 2009, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended July 3, 2010. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company at July 3, 2010 and June 27, 2009, and the results of their operations and their cash flows for each of the three years in the period ended July 3, 2010, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of July 3, 2010, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 25, 2010 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP
  
New York, New York
August 25, 2010

41


 
 

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Coach, Inc.
New York, New York

We have audited the internal control over financial reporting of Coach, Inc. and subsidiaries (the “Company”) as of July 3, 2010 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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

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

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

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 3, 2010, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended July 3, 2010 of the Company and our report dated August 25, 2010 expressed an unqualified opinion on those consolidated financial statements and consolidated financial statement schedule.

/s/ Deloitte & Touche LLP
  
New York, New York
August 25, 2010

42


 
 

TABLE OF CONTENTS

COACH, INC.
  
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)

   
  July 3,
2010
  June 27,
2009
ASSETS
                 
Current Assets:
                 
Cash and cash equivalents   $ 596,470     $ 800,362  
Short-term investments     99,928        
Trade accounts receivable, less allowances of $6,965 and $6,347,
respectively
    109,068       108,707  
Inventories     363,285       326,148  
Deferred income taxes     77,355       49,476  
Prepaid expenses     30,375       48,342  
Other current assets     26,160       63,374  
Total current assets     1,302,641       1,396,409  
Long-term investments     6,000       6,000  
Property and equipment, net     548,474       592,982  
Goodwill     305,861       283,387  
Intangible assets     9,788       9,788  
Deferred income taxes     156,465       159,092  
Other assets     137,886       116,678  
Total assets   $ 2,467,115     $ 2,564,336  
LIABILITIES AND STOCKHOLDERS’ EQUITY
                 
Current Liabilities:
                 
Accounts payable   $ 105,569     $ 103,029  
Accrued liabilities     422,725       348,619  
Revolving credit facilities           7,496  
Current portion of long-term debt     742       508  
Total current liabilities     529,036       459,652  
Long-term debt     24,159       25,072  
Other liabilities     408,627       383,570  
Total liabilities     961,822       868,294  
See note on commitments and contingencies
                 
Stockholders’ Equity:
                 
Preferred stock: (authorized 25,000,000 shares; $0.01 par value) none issued            
Common stock: (authorized 1,000,000,000 shares; $0.01 par value) issued and outstanding — 296,867,247 and 318,006,466, respectively     2,969       3,180  
Additional paid-in-capital     1,502,982       1,189,060  
(Accumulated deficit) retained earnings     (30,053 )      499,951  
Accumulated other comprehensive income     29,395       3,851  
Total stockholders’ equity     1,505,293       1,696,042  
Total liabilities and stockholders’ equity   $ 2,467,115     $ 2,564,336  

 
 
See accompanying Notes to Consolidated Financial Statements.

43


 
 

TABLE OF CONTENTS

COACH, INC.
  
CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except per share data)

     
  Fiscal Year Ended
     July 3,
2010
  June 27,
2009
  June 28,
2008
Net sales   $ 3,607,636     $ 3,230,468     $ 3,180,757  
Cost of sales     973,945       907,858       773,654  
Gross profit     2,633,691       2,322,610       2,407,103  
Selling, general and administrative expenses     1,483,520       1,350,697       1,259,974  
Operating income     1,150,171       971,913       1,147,129  
Interest income, net     1,757       5,168       47,820  
Income before provision for income taxes and discontinued operations     1,151,928       977,081       1,194,949  
Provision for income taxes     416,988       353,712       411,910  
Income from continuing operations     734,940       623,369       783,039  
Income from discontinued operations, net of income taxes (See note on discontinued operations)                 16  
Net income   $ 734,940     $ 623,369     $ 783,055  
Net income per share
                          
Basic
                          
Continuing operations   $ 2.36     $ 1.93     $ 2.20  
Discontinued operations                 0.00  
Net income   $ 2.36     $ 1.93     $ 2.20  
Diluted
                          
Continuing operations   $ 2.33     $ 1.91     $ 2.17  
Discontinued operations                 0.00  
Net income   $ 2.33     $ 1.91     $ 2.17  
Shares used in computing net income per share
                          
Basic     311,413       323,714       355,731  
Diluted     315,848       325,620       360,332  

 
 
See accompanying Notes to Consolidated Financial Statements.

44


 
 

TABLE OF CONTENTS

COACH, INC.
  
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(amounts in thousands)

             
             
  Shares of
Common
Stock
  Preferred
Stock
  Common
Stock
  Additional
Paid-in-
Capital
  Retained
Earnings/
(Accumulated
Deficit)
  Accumulated
Other
Comprehensive
(Loss)/Income
  Total
Stockholders’
Equity
Balances at June 30, 2007     372,521     $     $ 3,725     $ 978,664     $ 917,930     $ (11,820 )    $ 1,888,499  
Net income                             783,055             783,055  
Unrealized gains on cash flow hedging derivatives, net of tax                                   5,782       5,782  
Translation adjustments                                   24,373       24,373  
Change in pension liability, net of tax                                   510       510  
Comprehensive income                                         813,720  
Shares issued for stock options and employee benefit plans     3,896             39       83,281                   83,320  
Share-based compensation                       66,979                   66,979  
Adjustment to adopt guidance on uncertain tax positions                             (48,797 )            (48,797 ) 
Excess tax benefit from share-based compensation                       23,253                   23,253  
Repurchase and retirement of common stock     (39,688 )            (397 )      (37,136 )      (1,299,066 )            (1,336,599 ) 
Balances at June 28, 2008     336,729             3,367       1,115,041       353,122       18,845       1,490,375  
Net income                             623,369             623,369  
Unrealized losses on cash flow hedging derivatives, net of tax                                   (7,278 )      (7,278 ) 
Translation adjustments                                   (5,298 )      (5,298 ) 
Change in pension liability, net of tax                                   (1,368 )      (1,368 ) 
Comprehensive income                                         609,425  
Cumulative effect of adoption of ASC 320-10-35-17 (see note on Fair Value Measurements)                             1,072       (1,072 )       
Shares issued for stock options and employee benefit plans     1,436             15       7,348                   7,363  
Share-based compensation