Coach 2001 Annual Report Download

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Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 29, 2002
or
oo 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
 
Securities Registered Pursuant to Section 12(g) of the Act: None
 
  
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  
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  
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

Table of contents

  • Page 1
    ... 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 whether the registrant (1) has filed all reports required to be filed by...

  • Page 2
    ... CONSOLIIATEI BALANCE SHEETS CONSOLIIATEI STATEMENTS OF INCOME Notes to Consolidated Financial Statements Market and Iividend Information EX-3.4 ARTICLES OF AMENIMENT EX-10.11 EXECUTIVE IEFERREI COMPENSATION PLAN EX-10.14 NON-QUALIFIEI IEFERREI COMPENSATION PLAN EX-10.15 EMPLOYEE STOCK PURCHASE PLAN...

  • Page 3
    ... INC. TABLE OF CONTENTS FORM 10-K Page Number Item 1. Item 2. Item 3. Item 4. PART I Business of Coach, Inc. and Risk Factors Properties Legal Proceedings Submission of Matters to a Vote of Security Holders PART II Item 5. Market for Registrant's Common Equity and Related Shareholder Matters Item...

  • Page 4
    ..., expanded into international sales, particularly in Japan and East Asia, diversified its product offerings beyond leather handbags, further developed its multi-channel distribution strategy and licensed products with the Coach brand name. SPECIAL NOTE ON FORWARD-LOOKING INFORMATION This document...

  • Page 5
    ...product offerings include handbags, women's and men's accessories, business cases, weekend and travel accessories, leather outerwear, gloves, scarves and personal planning products. Together with its licensing partners, Coach also offers watches, footwear and home and office furniture with the Coach...

  • Page 6
    ... the next two years, Coach plans to expand its network of 138 retail stores by opening at least 20 new stores per year located primarily in high volume markets. Coach believes that it has a successful retail store format that reinforces its brand image, generates strong sales per square foot and can...

  • Page 7
    ...distribution rights and assets, related to the Coach business, from J. Osawa and Company, Ltd. for $5.8 million. At the time of the acquisition, J. Osawa operated 13 retail and department store locations in Japan. This acquisition was accounted for under the purchase method of accounting and as such...

  • Page 8
    ...a key communications vehicle for the brand that also promotes store traffic. Coach's Products Handbags. Coach's original business was the design, manufacture and distribution of fine handbags, which accounted for approximately 56% of its net sales in fiscal 2002. Coach makes quarterly offerings of...

  • Page 9
    ... 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 styles with the objective of profitable sales across channels. Three product category teams...

  • Page 10
    ... size and location, the retail stores present product lines that include handbags, business cases, wallets, footwear, watches, weekend and related accessories. As of June 29, 2002 Coach completed the retail renovation program of its stores that began in fiscal 1999. This modern store design creates...

  • Page 11
    ... and assets related to the Coach business from J. Osawa. Coach Japan operates one flagship store, which offers the broadest assortment of Coach products, in the Ginza shopping district of Tokyo. The following table shows the number of Coach Japan locations and their total and average square footage...

  • Page 12
    ... of operating the existing Coach store on Sloane Street and the Coach shop in Harrods in London. Business to Business. As part of the indirect channel of distribution, Coach sells some of its products in selected military locations and through corporate incentive and gift-giving programs. Licensing...

  • Page 13
    ... fiscal year. At the same time, we help manage total inventory and limit our exposure to excess and obsolete inventory by designating a large number of the new styles as "limited editions" that are planned to be discontinued and replaced with fresh new products. Coach has developed a flexible model...

  • Page 14
    ... and Internet businesses are supported by Coach's direct sales 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...

  • Page 15
    ... Asia during 1997, may adversely affect Coach's sales. Coach's business is subject to foreign exchange risk Coach sells products to its international wholesale customers (including Coach Japan), in U.S. dollars. However those distributors sell Coach product in the relevant local currency. Currency...

  • Page 16
    ...its key executives or design personnel. The unexpected loss of services of one or more of these individuals could have an adverse effect on Coach's business. As the business grows, Coach will need to attract and retain additional qualified personnel and develop, train and manage an increasing number...

  • Page 17
    ... share of Coach stock at an exercise price far below the then-current market price. Subject to certain exceptions, Coach's Board of Iirectors will be entitled to redeem the rights at $0.001 per right at any time before the close of business on the tenth day following either the public announcement...

  • Page 18
    ... a premium price for Coach's common stock or otherwise be in the best interest of Coach's stockholders. Item 2. Properties The following table sets forth the location, use and size of Coach's distribution, corporate and product development facilities as of June 29, 2002, all of which are leased...

  • Page 19
    ... Officer and Chief Accounting Officer Senior Vice President, General Counsel and Secretary Senior Vice President, Human Resources Iirector Iirector Iirector Iirector Iirector Coach's executive officers serve indefinite terms and may be appointed and removed by Coach's board of directors at any time...

  • Page 20
    ... store operator. Previously, Mr. Ievine was Chief Financial Officer at Industrial System Associates, Inc. from 1995 to 1997, and for the prior six years he was the Iirector of Finance and Iistribution for McMaster-Carr Supply Co. Mr. Ievine holds a Bachelor of Science degree in Finance and Marketing...

  • Page 21
    ... Business Administration from Boston College and an MBA degree from the Harvard Business School. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters Refer to the information regarding the market for Coach's Common Stock and the quarterly market price information...

  • Page 22
    ...years in the five-year period ended June 29, 2002 have been derived from Coach's audited Consolidated Financial Statements. The financial data should be read in conjunction with "Item 7, Management... Gross profit Selling, general and administrative expenses Reorganization costs(3) Operating income ...

  • Page 23
    ... of Contents Fiscal Year Ended June 29, 2002 June 30, 2001 July 1, 2000 July 3, 1999 June 27, 1998 Consolidated Balance Sheet Data: Working capital Total assets Inventory Receivable from Sara Lee Payable to Sara Lee Revolving credit facility Long-term debt Stockholders' equity $ 128,160 440...

  • Page 24
    ... via an exchange offer. Coach is a designer and marketer of high-quality, modern American classic accessories. Coach's primary product offerings include handbags, women's and men's accessories, business cases, luggage and travel accessories, personal planning products, leather outerwear, gloves and...

  • Page 25
    ... the termination of 394 manufacturing, warehousing and management employees at the Lares facility. These actions will reduce costs by the resulting transfer of production to lower cost third-party manufacturers. Coach's fiscal year ends on the Saturday closest to June 30. Results of Operations The...

  • Page 26
    ...from new retail and factory stores accounted for approximately 78% or $42.9 million of the increase in net sales. Since the end of fiscal 2001, Coach opened 20 retail stores and six factory stores. In addition, comparable store sales growth for retail stores and factory stores open for one full year...

  • Page 27
    ... 2002 relating to our World Trade Center location. Reorganization Costs In the third fiscal quarter of 2002, management of Coach committed to and announced a plan to cease production at the Lares, Puerto Rico, manufacturing facility in March 2002. This reorganization involved the termination of...

  • Page 28
    ... to new store openings, store renovations, store expansions and comparable stores sales growth. Comparable store sales growth for retail stores and factory stores open for one full year was 2.1% and 4.3%, respectively. Iuring fiscal 2001, Coach opened 15 new retail stores and five new factory stores...

  • Page 29
    ... incurred to support new corporate governance activities relating to Coach becoming publicly owned. Reorganization Costs In the first fiscal quarter of 2001, management of Coach committed to and announced a plan to cease production at the Medley, Florida, manufacturing facility in October 2000...

  • Page 30
    ... 2001 and in both periods related primarily to new and renovated retail and factory stores. Coach's future capital expenditures will depend on the timing and rate of expansion of our businesses, new store openings, store renovations, international expansion opportunities and management information...

  • Page 31
    ... for general corporate and other uses. Coach may terminate or limit the stock repurchase program at any time. Iuring fiscal 2002, Coach repurchased 0.9 million shares at an average cost of $11.45 per share, which were financed out of operating cash flows and borrowings under the credit facility...

  • Page 32
    .... Coach's risk management policies prohibit the use of derivatives for trading 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 facility...

  • Page 33
    ... were reviewed for impairment in accordance with the new accounting standards. Long-lived assets that are to be disposed of, are reported at the lower of carrying value or fair value less cost to sell. Reductions in carrying value are recognized in the period in which management commits to a plan to...

  • Page 34
    ... incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. SFAS 143 is effective for the first quarter in the fiscal year ending June 28, 2003. Coach does not expect the adoption of this...

  • Page 35
    ...been designated for hedge accounting. These transactions are in accordance with Company risk management policies. Coach does not enter into derivative transactions for speculative or trading purposes. Iuring fiscal 2002, Coach Japan entered into forward foreign currency contracts for its U.S. dollar...

  • Page 36
    ... LLP as its independent accountants as of May 2, 2002, as reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2002. PART III Item 10. Directors and Executive Officers of the Registrant The information set forth in the Proxy Statement for the 2002...

  • Page 37
    ..., III Chairman, Chief Executive Officer and Iirector President, Chief Operating Officer and Iirector Michael F. Ievine, III /s/ JOSEPH ELLIS Senior Vice President and Chief Financial Officer (as principal financial officer and principal accounting officer of Coach) Iirector Iirector Iirector...

  • Page 38
    ... FRANKFORT Name: Lew Frankfort Title: Chairman and Chief Executive Officer I, Michael F. Ievine, III, certify that: 1. I have reviewed this annual report on Form 10-K of Coach, Inc. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to...

  • Page 39
    ... Title: Chairman and Chief Executive Officer Pursuant to 18 U.S.C. §1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Coach, Inc. (the "Company") hereby certifies, to such officer's knowledge, that: (i) the accompanying Annual Report on Form 10-K of the...

  • Page 40
    ... UNITED STATES SECURITES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FINANCIAL STATEMENTS For the Fiscal Year Ended June 29, 2002 COACH, INC. New York, New York 10001 INDEX TO FINANCIAL STATEMENTS Page Number Financial Statements Independent Auditors' Report 39 Consolidated Balance...

  • Page 41
    ... To the Board of Iirectors and Shareholders of Coach, Inc.: We have audited the accompanying consolidated balance sheet of Coach, Inc. and subsidiaries (the "Company") as of June 29, 2002 and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended...

  • Page 42
    ...INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Iirectors and Shareholders of Coach, Inc.: We have audited the accompanying consolidated balance sheets of Coach, Inc. (a Maryland corporation) as of June 30, 2001 and July 1, 2000, and the related consolidated statements of income, stockholders' equity...

  • Page 43
    ... value) none issued Common stock: (authorized 250,000,000 shares; $0.01 par value) issued and outstanding - 89,453,722 and 87,371,984 shares, respectively Capital in excess of par value Retained earnings Accumulated other comprehensive income (loss) Unearned compensation Total stockholders' equity...

  • Page 44
    ...COACH, INC. CONSOLIDATED STATEMENTS OF INCOME Fiscal Year Ended June 29, 2002 June 30, 2001 July 1, 2000 (amounts in thousands, except per share data) Net sales Cost of sales...profit Selling, general and administrative expenses Reorganization costs Operating...55 Iiluted Shares used in computing ...

  • Page 45
    ...030 $ Net income Capitalization of receivable from Sara Lee Assumption of long-term debt Issuance of common stock, net Exercise of stock options Tax benefit from exercise of stock options Translation adjustments Minimum pension liability Comprehensive income Balances at June 30, 2001 $ $ 700...

  • Page 46
    ... and amortization Reorganization costs Tax benefit from exercise of stock options (Increase) decrease in deferred taxes Other non cash credits, net Changes in current assets and liabilities: Increase in trade accounts receivable Iecrease in receivable from Sara Lee Increase in inventories...

  • Page 47

  • Page 48
    ... upscale department and specialty retailer locations and international department, retail and duty-free shop locations. The consolidated financial statements of Coach reflect the historical results of operations and cash flows of the Coach leather goods and accessories business of Sara Lee during...

  • Page 49
    ...flows or comparable market values, giving consideration to recent operating performance. Prior to the adoption of SFAS 142 (discussed in Recent Accounting Pronouncements), the Company included intangible assets and goodwill as a component of the long-lived asset categories reviewed for impairment as...

  • Page 50
    ... channels, upon shipment of merchandise, when title passes to the customer. Allowances for estimated uncollectible accounts, discounts, returns and allowances are provided when sales are recorded. Royalty revenues are earned through license agreements with manufacturers of other consumer products...

  • Page 51
    ... dilution from the exercise of stock options and stock awards. Stock Spilt In May of 2002 Coach's Board of Iirectors authorized a two-for-one split of the Company's common stock, to be effected in the form of a special dividend of one share of the Company's common stock for each share outstanding...

  • Page 52
    ... of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. SFAS 143 is effective for the first quarter in the fiscal year ending June 28, 2003. The Company does not expect the adoption of this pronouncement to have...

  • Page 53
    ... this Statement to have a material impact on Coach's consolidated results of operations or financial position. 3. Balance Sheet Components The components of certain balance sheet accounts are as follows: June 29, 2002 June 30, 2001 Inventory Finished goods Work in process Materials and supplies...

  • Page 54
    ...of Contents COACH, INC. Notes to Consolidated Financial Statements - (Continued) (dollars and ...reported in different years for financial and tax reporting: Fiscal Year Ended June 29, 2002 June 30, 2001 July 1, 2000 Ieferred tax provisions (benefits) Iepreciation Employee benefits Advertising...

  • Page 55
    Other, net Total deferred tax (benefits) provisions (9,989) $(4,969) (2,447) $ (5,797) (258) $2,661 51

  • Page 56
    ... the Company from the net proceeds of the initial public offering, redeeming the short-term investments with Sara Lee and drawing down on the Sara Lee revolving credit facility. To provide funding for working capital for operations and general corporate purposes, on February 27, 2001, Coach, certain...

  • Page 57
    ... the effect on costs from changes in consumer price indices. Certain rentals are also contingent upon factors such as sales. Rent-free periods and other incentives granted under certain leases and scheduled rent increases are charged to rent expense on a straight-line basis over the related terms of...

  • Page 58
    ... time of renewal. In the normal course of business, operating leases are generally renewed or replaced by new leases. 7. Commitments and Contingencies Currently, Sara Lee is a guarantor or a party to many of Coach's leases. The Company has obtained a letter of credit for the benefit of Sara Lee...

  • Page 59
    ... the remaining workers' separation and lease termination costs will be settled during the first half of fiscal 2003. In the first quarter of fiscal 2001, management of Coach committed to and announced a plan to cease production at the Medley, Florida, manufacturing facility in October 2000. This...

  • Page 60
    .... Replacement stock options generally vest six months from the grant date. Concurrent with the initial public offering in October 2000, Coach granted 6,382 options to essentially all full-time employees and 30 options to outside members of the Board of Iirectors at the initial public offering price...

  • Page 61

  • Page 62
    ... value is initially recorded as unearned compensation and is charged to earnings over the retention period. The expense related to these awards was $235 for fiscal 2002 and $315 for fiscal 2001. Sara Lee Stock-Based Plans. Prior to the completion of the exchange offer in April 2001, Coach employees...

  • Page 63
    ...value. Under the plan, Sara Lee sold to Coach employees 57 shares in fiscal year 2001 and 100 shares in fiscal year 2000. Pro forma compensation expense is calculated for the fair value of the employees' purchase rights using the Black-Scholes model. Assumptions include an expected life of a quarter...

  • Page 64
    ...who met certain eligibility requirements and were not part of a collective bargaining arrangement participate in defined benefit pension plans sponsored by Sara Lee through June 30, 2001. These defined benefit pension plans include employees from a number of domestic Sara Lee business units. The 59

  • Page 65
    Table of Contents COACH, INC. Notes to Consolidated Financial Statements - (Continued) (dollars and shares in thousands, except per share data) annual cost of the Sara Lee defined benefit plans is allocated to all of the participating businesses based upon a specific actuarial computation. All ...

  • Page 66
    ... operating income of these segments. Operating income is the gross margin of the segment at standard cost less direct expenses of the segment. Unallocated corporate expenses include manufacturing variances, general marketing, administration and information systems, distribution and customer service...

  • Page 67

  • Page 68
    Table of Contents COACH, INC. Notes to Consolidated Financial Statements - (Continued) (dollars and shares in thousands, except per share data) Direct-to- Fiscal 2002 Consumer Indirect Corporate Unallocated Total Net sales Operating income Interest income Interest expense Income (loss) ...

  • Page 69
    ...the determination of segment performance. Fiscal Year Ended June 29, 2002 June 30, 2001 July 1, 2000 Manufacturing variances Advertising, marketing and design Administration and information systems Iistribution and customer service Reorganization costs Total corporate unallocated $ 2,180 (44,526...

  • Page 70
    ... completed the buyout of the distribution rights and assets, related to the Coach business, from J. Osawa and Company, Ltd. for $5,792 in cash. At the time of the acquisition, J. Osawa operated 13 retail and department store locations in Japan. The strength of the going concern and the established...

  • Page 71
    ... share data) Company could settle in a current market exchange. The use of different market assumptions or methodologies could effect the estimated fair value. The foreign currency contracts entered into by the Company have durations no greater than 12 months. At June 29, 2002, open foreign currency...

  • Page 72
    ... all cash receipts required to be deposited into the intercompany account as part of the Sara Lee cash concentration system. Cash borrowings made by Coach from the Sara Lee cash concentration system were used to fund operating expenses. The Company was charged with allocations of corporate expenses...

  • Page 73
    ... from time to time, subject to market conditions and at prevailing market prices, through open market purchases. Repurchased shares will 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...

  • Page 74
    ... with Case London Ltd. ("Case") for the exclusive distribution of Coach products in the United Kingdom and Ireland. In addition, Case assumed the responsibility of operating the existing Coach store on Sloane Street and the Coach shop in Harrods in London. 22. Subsequent Event - Stock Repurchase...

  • Page 75
    ...2000 initial public offering, there was no public trading market for any of our securities. 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...

  • Page 76
    Table of Contents COACH, INC. Schedule II - Valuation and Qualifying Accounts For the Fiscal Years Ended June 29, 2002, June 30, 2001 and July 1, 2000 Provision Charged Balance at Beginning of Year to Costs and Expenses Write-offs/ Allowances Taken Balance at End of Year (amounts in thousands)...

  • Page 77
    ... on Form S-1 (Registration No. 33339502) Coach, Inc. 2000 Stock Incentive Plan, which is incorporated by reference from Appendix A to the Registrant's Iefinitive Proxy Statement for the 2001 Annual Meeting of Stockholders, filed on October 4, 2001 Coach, Inc. Executive Ieferred Compensation Plan 71

  • Page 78
    ...to the Registrant's Iefinitive Proxy Statement for the 2001 Annual Meeting of Stockholders, filed on October 4, 2001 Coach, Inc. Non-Qualified Ieferred Compensation Plan for Outside Iirectors Coach, Inc. 2001 Employee Stock Purchase Plan Jacksonville, FL Lease Agreement, which is incorporated herein...

  • Page 79
    ...of this paragraph. The Board of Directors, without any action by the stockholders of the Corporation, may 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 the Corporation has authority to issue. SECOND: The...

  • Page 80
    COACH, INC. By: /s/ Lew Frankfort (SEAL Lew Frankfort Chief Executive Officer Attest: By: /s/ Carole P. Sadler Carole P. Sadler Secretary

  • Page 81
    ... 2.1) to defer future compensation from the Company or an Employer (as defined in Section 6) and to permit such employees to elect to transfer all amounts deferred and not yet paid under the Sara Lee Corporation Executive Deferred Compensation Plan (the "Prior Plan") to the Plan. To the extent that...

  • Page 82
    ..., full-time employee of an Employer on the date such election is made. (b) For each Plan Year, an Eligible Employee may make no more than one Deferral Election for the Eligible Employee's Annual (onus and such number of Deferral Elections with respect to the Eligible Employee's Annual (ase Salary as...

  • Page 83
    ... of the Company or an Employer (an "Annual (onus"). (b) All or any portion of the Eligible Employee's Annual (ase Salary. "Annual (ase Salary" shall mean the regular rate of compensation to be paid to the Eligible Employee for services rendered during the Plan Year excluding severance or termination...

  • Page 84
    ...any stock dividend, stock split, combination or exchange of securities, merger, consolidation, recapitalization, spin-off or other distribution (other than normal cash dividends) of any or all of the assets of the Company to stockholders, or any other similar change or event effected without receipt...

  • Page 85
    ... as of the Valuation Date and the number of Deferred Stock Units to be credited to the Participant's Deferral Account and appropriate subaccounts as of the Valuation Date shall be determined by dividing the amount to be transferred by the Market Value on such Valuation Date. (d) Until invested as...

  • Page 86
    ... to the Deferral Elections and the normal provisions of the Plan. 4.5 (eneficiary. Each Participant shall designate one or more individuals or entities (collectively, the "(eneficiary") to receive the balance of the Participant's Deferral Account in the event of the Participant's death prior to the...

  • Page 87
    ... to an offering of such securities, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Voting Stock (as...

  • Page 88
    ... assets to be used for payment of benefits under the Plan. 5.2 Account Statements. As soon as practical after the end of each Plan Year (or after such additional date or dates as the Administrator, in its discretion, may designate), each Participant shall be provided with a statement of the balance...

  • Page 89
    ... (oard or other person(s) authorized by resolution of the (oard. 5.9 Assumption of Plan. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, whether pursuant to...

  • Page 90
    ... AND TERMINATION The Company intends the Plan to be permanent, but reserves the right at any time by action of its (oard of Directors to modify, amend or terminate the Plan; provided, however, that any amendment or termination of the Plan shall not reduce or eliminate any Deferral Account accrued...

  • Page 91
    ... 2, 2002) The Coach, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors was originally approved by the Board of Directors (the "Board") of Coach, Inc., a Maryland corporation (the "Company"), on June 23, 2000, and was originally approved by the stockholders of the Company on June 29...

  • Page 92
    ...any stock dividend, stock split, combination or exchange of securities, merger, consolidation, recapitalization, spin-off or other distribution (other than normal cash dividends) of any or all of the assets of the Company to stockholders, or any other similar change or event effected without receipt...

  • Page 93
    ... in such amount as the Board may determine. (d) A Participating Director may elect to re-defer balances of existing Deferred Compensation accounts. A re-deferral shall be effected by executing and delivering an election form at least six months prior to the original payment date and -3provided...

  • Page 94
    ... to an offering of such securities, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Voting Stock (as...

  • Page 95
    ...in order to continue to fully fund the Deferral Accounts of all Participating Directors. -6SECTION 9. ASSUMPTION OF PLAN. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of...

  • Page 96
    I hereby certify that the Plan, as amended and restated in its entirety, was approved by the by the Board of Directors of Coach, Inc., effective as of May 2, 2002. Executed on this second day of May, 2002. /s/ Carole P. Sadler Carole P. Sadler Secretary -7-

  • Page 97
    ...mean the Compensation and Employee Benefits Committee of the Board, which Committee shall administer the Plan as provided in Section 1.2 above. 2.4 "Common Stock" shall mean shares of common stock of the Company, par value $0.01 per share. 2.5 "Company" shall mean Coach, Inc., a Maryland corporation...

  • Page 98
    ... as reported by Nasdaq or such successor quotation system, or (c) if Common Stock is not publicly traded on an exchange and not quoted on Nasdaq or a successor quotation system, the Fair Market Value of a share of Common Stock as established by the Committee acting in good faith. 2.12 "Offering Date...

  • Page 99
    ...Common Stock under the Plan or any other employee stock purchase plan of the Company or any of its Subsidiaries to accrue at a rate which exceeds $25,000 (as measured by the Fair Market Value of such Common Stock at the time the option is granted, i.e., the Offering Date) for each calendar year such...

  • Page 100
    ... this Plan. 5.2, the for sale for sale reserved 5.2 Adjustment for Changes in Common Stock. In the event that adjustments are made in the number of outstanding shares of Common Stock or the shares are exchanged for a different class of stock of the Company by reason of stock dividend, stock split...

  • Page 101
    ...stockholders given within 12 months before or after action by the Board, the Plan may not be amended to increase the maximum number of shares subject to the Plan or change the designation or class of Eligible Employees. (b) Upon termination of the Plan, the balance in each Participant's Plan Account...

  • Page 102
    ... Coach, Inc. 2001 Employee Stock Purchase Plan was duly approved by the Board of Directors of Coach, Inc. on September 4, 2001. I hereby certify that the foregoing Coach, Inc. 2001 Employee Stock Purchase Plan was duly approved by the stockholders of Coach, Inc. on November 7, 2001. Executed...

  • Page 103
    ...) Coach Leatherware International, Inc. Coach Stores Puerto Rico, Inc. (Delaware) Coach Japan Holdings, Inc. (Delaware) Coach Japan Investments, Inc. (Delaware) Coach (UK) Limited (United Kingdom) Coach Europe Services S.r.l. (Italy) Coach Stores Canada Inc. (Canada) Coach Japan, Inc. (Japan...

  • Page 104
    ... No. 333-51706, No. 333-64610 and No. 333-82102 on Form S-8 of Coach, Inc., of our report dated July 29, 2002 (August 30, 2002 as to Note 22), appearing in this Annual Report on Form 10-K of Coach, Inc. for the year ended June 29, 2002. DELOITTE & TOUCHE LLP New York, New York September 18, 2002