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February
18, 2011
Via
EDGAR
Mr. John
Reynolds
Assistant
Director
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street, NE
Mail Stop
3561
Washington,
D.C. 20549
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Re:
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Coach,
Inc.
Form 10-K for the year ended July 3, 2010 Filed on August 25, 2010 File No. 001-16153 |
Dear Mr.
Reynolds:
Thank you
for the Staff’s February 9, 2011 letter to Coach, Inc. setting forth the
Commission’s comments to our Form 10-K for the fiscal year ended July 3, 2010.
This letter is being furnished on behalf of Coach, Inc., in response to the
Commission’s comments. As used in this letter, “we,” the “Company”
and “Coach” refer to Coach, Inc. unless the context requires
otherwise.
For your
convenience, we have set forth the text of the Staff’s comments in full followed
by our responses.
Form 10-K, filed August 25,
2010
Exhibits
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1.
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We
note that exhibit 10.1 is missing schedules, exhibits or
attachments. Please confirm that you will file this exhibit in
its entirety with your next periodic report, as required by Item
601(b)(10) of Regulation S-K or
advise.
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Response:
We will
re-file with our Form 10-Q for the period ending April 2, 2011, the Revolving
Credit Agreement (Exhibit 10.1) in its entirety, including all schedules,
exhibits or attachments, and will incorporate the Exhibit by reference in our
future Annual Reports on Form 10-K.
516 WEST
34TH
STREET NEW YORK, NY 10001 TELEPHONE 212 629 2228
Securities
and Exchange Commission
February
18, 2011
Page 2
DEF 14A, filed September 24,
2010
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2.
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We
note your disclosure in response to Item 402(s) of Regulation
S-K. Please describe in greater detail the process you
undertook to reach the conclusion that disclosure is not
necessary.
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Response:
In 2010,
management reviewed our compensation policies and practices and evaluated the
degree to which they may motivate any employee, including our Named Executive
Officers, to take on inappropriate or excessive risk, and shared its evaluation
with the HR Committee. Factors reviewed in the evaluation
included:
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the
overall mix of pay between base salary, short term incentives and
long-term equity compensation;
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the
performance metrics used in each
program;
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the
range of performance required to earn a payout under each program;
and
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incentive
plan components such as maximum payouts, vesting, stock ownership
requirements, and clawbacks.
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Some of
the key factors supporting the conclusions reached below by management and the
Committee are described in the Compensation Discussion and Analysis, and are
repeated here:
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capped
payouts on all of our incentive
plans;
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use
of multiple counterbalancing financial performance criteria in our annual
incentive plan;
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executive
and outside director stock ownership requirements and anti-hedging
policy;
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sufficient
weight on each component of pay (base salary, short-term incentive and
long-term equity compensation);
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multiple
year vesting on stock options, RSUs and PRSUs;
and
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a
recently broadened incentive compensation clawback
policy.
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Securities
and Exchange Commission
February
18, 2011
Page 3
Following
due consideration, management and the Committee agreed that:
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our
various compensation programs are aligned to our strategy and
objectives;
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our
compensation programs do not encourage inappropriate risk-taking; and
that
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our
compensation policies and practices for our employees are not reasonably
likely to have a material adverse effect on
Coach.
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As
requested in the comment letter, we hereby acknowledge that:
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the
Company is responsible for the adequacy and accuracy of the disclosure in
the filing;
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Staff
comments or changes to disclosure in response to comments do not foreclose
the Commission from taking any action with respect to the filing;
and
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the
Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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We
appreciate the assistance the Staff has provided with its comments on the above
referenced documents as originally filed, and we will comply with the comments
received in all future filings, as applicable. We will be pleased to
respond promptly to any requests for additional information. If you
have any further questions, please do not hesitate to call me directly at (212)
629-2228.
Sincerely,
/s/ Todd Kahn
Todd Kahn
Senior
Vice President and General Counsel
cc:
Ms. Erin
Wilson, Attorney – SEC
Division of Corporation Finance
Ms.
Pamela Howell, Special Counsel – SEC Division of Corporation
Finance
Mr. Lew
Frankfort, Chairman and Chief Executive Officer of Coach, Inc.
Mr.
Michael F. Devine III, Executive Vice President and Chief Financial Officer
of Coach,
Inc.