Coach 2011 Annual Report Download

Download and view the complete annual report

Please find the complete 2011 Coach annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 217

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199
  • 200
  • 201
  • 202
  • 203
  • 204
  • 205
  • 206
  • 207
  • 208
  • 209
  • 210
  • 211
  • 212
  • 213
  • 214
  • 215
  • 216
  • 217

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
xx ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 2012
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
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 Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) 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 (§229.405 of this chapter) 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. x
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

Table of contents

  • Page 1
    ..., 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 June 30, 2012 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...

  • Page 2
    ...person is controlled by or under common control with the registrant. On August 3, 2012, the Registrant had 285,186,057 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Documents Form 10-K Reference Proxy Statement for the 2012 Annual Meeting of Stockholders Part III, Items...

  • Page 3
    ... Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Directors, Executive Officers and Corporate Governance Executive Compensation Security...

  • Page 4
    ... 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. INFORMATION REGARDING HONG KONG DEPOSITARY RECEIPTS Coach's Hong Kong Depositary Receipts are traded on The Stock Exchange of Hong Kong Limited...

  • Page 5
    ...retail business in Malaysia in July 2012. Additionally, in connection with the fiscal 2012 agreement with Shinsegae International, the Company assumed direct control of its retail business in Korea in early August 2012. FINANCIAL INFORMATION ABOUT SEGMENTS See the Segment Information note presented...

  • Page 6
    ... us with immediate, controlled access to consumers through Coach-operated stores in North America; Japan; Hong Kong, Macau, and mainland China; Taiwan; Singapore and the Internet. Beginning with the first quarter of fiscal 2013, this channel also includes Coach-operated stores in Malaysia and Korea...

  • Page 7
    ... channels that provide us with immediate, controlled access to consumers: Coach-operated stores in North America; Japan; Hong Kong, Macau, and mainland China; Taiwan; Singapore and the Internet. This segment represented approximately 89% of Coach's total net sales in fiscal 2012, with North American...

  • Page 8
    ... 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 30 miles from major markets. Coach's factory store design, visual presentations and customer service...

  • Page 9
    ... new American luxury primarily for handbags, accessories and ready-to-wear. We introduced the Reed Krakoff brand with store openings in North America and internationally through specialty retailers in early fiscal 2011. Reed Krakoff operates department store shop-in-shop locations, freestanding...

  • Page 10
    ... strong. The Company continues to closely manage inventories in this channel given the highly promotional environment at point-of-sale. Coach's products are sold in approximately 990 wholesale locations in the U.S. and Canada. Our most significant U.S. wholesale customers are Macy's (including...

  • Page 11
    ... to increase productivity and optimize distribution. Total expenses related to consumer communications in fiscal 2012 were $89.2 million, representing less than 2% of net sales. Coach's wide range of direct marketing activities includes email contacts and brochures targeted to promote sales to...

  • Page 12
    ...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...

  • Page 13
    ... of Coach's internet business 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...

  • Page 14
    ... and part time employees, respectively, in the retail field in North America; Japan; Hong Kong, Macau, and mainland China; Taiwan; Singapore and Korea. Approximately 70 of Coach's employees are covered by collective bargaining agreements. Coach believes that its relations with its employees are good...

  • Page 15
    ...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 other international markets, and we have entered into strategic agreements with various partners to expand our operations in Europe...

  • Page 16
    ... for the successful operation of our business, including corporate email communications to and from employees and stores, the design, manufacture and distribution of our finished goods, digital marketing efforts, collection and retention of customer data, employee information, the processing...

  • Page 17
    ... Company's cost-effective sourcing model, 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 require our independent manufacturers and suppliers to operate in compliance with applicable laws...

  • Page 18
    ...International businesses comprised approximately 11% of total net sales for fiscal 2012. Continued consolidation in the retail industry could further decrease the number of, or concentrate the ownership of, stores that carry our and our licensees' products. Furthermore, a decision by the controlling...

  • Page 19
    ...-majority stockholder votes, unless some conditions are met or the business combination is exempted by Coach's Board. Risks relating to our Hong Kong Depositary Receipts ("HDRs") An active trading market for the Hong Kong Depositary Receipts on the Hong Kong Stock Exchange might not develop or...

  • Page 20
    ...or exemptions by the Hong Kong Stock Exchange and SFC. Additionally, if any of these waivers or exemptions were to be revoked in circumstances including our non-compliance with applicable undertakings for any reason, additional legal and compliance obligations might be costly and time consuming, and...

  • Page 21
    ... is no direct trading or settlement between the NYSE and the Hong Kong Stock Exchange on which the Common Stock and the HDRs are respectively traded. In addition, the time differences between Hong Kong and New York and unforeseen market circumstances or other factors may delay the exchange of HDRs...

  • Page 22
    ... stores and factory stores in Hong Kong, Macau and mainland China, and 34 Coach-operated department store shop-in-shops, retail stores and factory stores in Taiwan and Singapore. These leases expire at various times through 2024. Coach considers these properties to be in generally good condition...

  • Page 23
    ... 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...

  • Page 24
    ... 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." Coach's Hong Kong Depositary Receipts...

  • Page 25
    ... set" companies listed below over the five-fiscal-year period ending June 29, 2012, the last trading day of Coach's most recent fiscal year. Coach's "former peer set," as determined by management, through fiscal 2011, consisted of: Ann Taylor Stores Corporation, Kenneth Cole Productions, Inc...

  • Page 26
    .... Stock Repurchase Program The Company's share repurchases during the fourth quarter of fiscal 2012 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...

  • Page 27
    ...-year period ended June 30, 2012 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...

  • Page 28
    ... Coach Operated Store Data: (5) North American retail stores North American factory stores Coach Japan locations Coach China locations Coach Singapore and Taiwan locations Total stores open at fiscal year-end North American retail stores North American factory stores Coach Japan locations Coach...

  • Page 29
    ... rate $1.20 per share. (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. During fiscal 2012, the Company...

  • Page 30
    ... new retail locations. We currently plan to open approximately 13 net new locations, most notably Men's locations, during fiscal 2013. In addition to the acquisitions of our Singapore and Taiwan businesses during fiscal 2012, and consistent with our strategy of directly operating key Asian markets...

  • Page 31
    ... North America. Coach China results continued to be strong with double-digit growth in comparable stores. Coach China opened 30 net new locations, bringing the total number of locations at the end of fiscal 2012 to 96. • • • Coach Japan opened 11 net new locations, bringing the total number...

  • Page 32
    ... 2012 from $3.65 billion during fiscal 2011, driven by sales increases in our Company-operated stores in North America and China. 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...

  • Page 33
    ...-operated stores in North America; Japan; Hong Kong, Macau, mainland China; Taiwan and Singapore open during any fiscal period. Advertising, marketing and design expenses include employee compensation, media space and production, advertising agency fees, new product design costs, public relations...

  • Page 34
    ... 32.3% in fiscal 2011. During the second quarter of fiscal 2012, the Company recorded the effect of a revaluation of certain deferred tax asset balances due to a change in Japan's corporate tax laws and the favorable completion of a multi-year transfer pricing agreement with Japan. Also, during the...

  • Page 35
    ... stores, and expanded six factory stores in North America. In Japan, net sales increased 5.1% driven by an approximately $69.8 million, or 9.8%, positive impact from foreign currency exchange. During fiscal 2011, Coach opened eight net new locations and expanded three locations in Japan. Coach China...

  • Page 36
    ... number of Coach-operated stores in North America; Japan; Hong Kong, Macau and mainland China open during any fiscal period. Advertising, marketing and design expenses include employee compensation, media space and production, advertising agency fees, new product design costs, public relations and...

  • Page 37
    ... tax rate. FISCAL 2012, FISCAL 2011, 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...

  • Page 38
    ... tax asset balances due to a change in Japan's corporate tax laws and the favorable settlement of a multi-year transfer pricing agreement with Japan. The Company used the net income favorability to contribute an aggregate $39.2 million to the Coach Foundation. The Company believed that in order...

  • Page 39
    ... to the tax settlements, assists investors in evaluating the Company's direct, ongoing business operations. Currency Fluctuation Effects The percentage increase in sales and U.S. dollar increases in operating expenses in fiscal 2012 and fiscal 2011 for Coach Japan have been presented both including...

  • Page 40
    ..., higher planned capital investment, and the timing of cash investments. During fiscal 2012, the Company acquired 100% of its domestic retail businesses in Singapore and Taiwan from the former distributors for an aggregate $53.2 million, net of cash acquired. Purchases of property and equipment were...

  • Page 41
    ... 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 2012 and fiscal 2011, the Company...

  • Page 42
    ... due in June 2013. As of June 30, 2012, the remaining balance on the mortgage was $21.9 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...

  • Page 43
    ..., 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...

  • Page 44
    ... 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...

  • Page 45
    ...Hong Kong dollar, Macanese pataca, Canadian dollar, Singapore dollar, Taiwan dollar, Malaysian ringgit, Korean won and the euro, 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...

  • Page 46
    ... DATA See "Index to Financial Statements," which is located on page 47 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...

  • Page 47
    ... DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required to be included by Item 10 of Form 10-K will be included in the Proxy Statement for the 2012 Annual Meeting of Stockholders and such information is incorporated by reference herein. The Proxy Statement will be filed with...

  • Page 48
    TABLE OF CONTENTS 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 47 of this report. (b) Exhibits. See the exhibit index which is included herein. 45

  • Page 49
    ..., thereunto duly authorized. COACH, INC. Date: August 22, 2012 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...

  • Page 50
    ... FORM 10-K FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2012 COACH, INC. New York, New York 10001 INDEX TO FINANCIAL STATEMENTS Page Number Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets - At June 30, 2012 and July 2, 2011 Consolidated Statements...

  • Page 51
    ... 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 June 30, 2012 and July 2, 2011, and the related...

  • Page 52
    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 June 30, 2012 based on criteria ...

  • Page 53
    ... 30, 2012 July 2, 2011 ASSETS Current Assets: Cash and cash equivalents Short-term investments Trade accounts receivable, less allowances of $9,813 and $9,544, respectively Inventories Deferred income taxes Prepaid expenses Other current assets $ Total current assets Property and equipment, net...

  • Page 54
    ... share data) Fiscal Year Ended June 30, 2012 July 2, 2011 July 3, 2010 Net sales Cost of sales Gross profit Selling, general and administrative expenses Operating income Interest income, net Other expense Income before provision for income taxes Provision for income taxes Net income Net income...

  • Page 55
    ... Total Stockholders' Equity Balances at June 27, 2009 Net income Unrealized losses on cash flow hedging derivatives, net of tax Translation adjustments Change in pension liability, net of tax Comprehensive income Shares issued for stock options and employee benefit plans Share-based compensation...

  • Page 56
    ... for bad debt Share-based compensation Excess tax benefit from share-based compensation Deferred income taxes Other noncash credits and (charges), net Changes in operating assets and liabilities: (Increase) decrease in trade accounts receivable Increase in inventories (Increase) decrease in other...

  • Page 57
    ... per share data) 1. NATURE OF OPERATIONS Coach, Inc. (the "Company") designs and markets high-quality, modern American classic accessories. The Company's primary product offerings, manufactured by third-party suppliers, include women's and men's bags, accessories, business cases, footwear, wearables...

  • Page 58
    ...Financial Statements (Continued) (dollars and shares in thousands, except per share data) 2. SIGNIFICANT ACCOUNTING POLICIES - (continued) with high-credit quality financial institutions and currently invests primarily in U.S. government and agency debt securities, municipal government and corporate...

  • Page 59
    ... account administration compensation and all Coach Japan, Coach China, Coach Singapore, and Coach Taiwan operating expenses. Advertising, marketing and design expenses include employee compensation, media space and production, advertising agency fees, new product design costs, public relations...

  • Page 60
    ..., 2012 and July 2, 2011. Coach Japan and Coach Canada enter into foreign currency contracts that hedge certain U.S. dollar- denominated inventory purchases. Additionally, the Company entered into forward exchange and cross-currency swap contracts to hedge various intercompany and related party loans...

  • Page 61
    ... 3, 2011 and January 1, 2012, respectively, within the Direct-to-Consumer segment. These acquisitions provide the Company with greater control over the brand in Singapore and Taiwan, enabling Coach to raise brand awareness and grow market share with regional consumers. The aggregate purchase prices...

  • Page 62
    ... Stock Incentive Plan. These plans were approved by Coach's stockholders. The exercise price of each stock option equals 100% of the market price of Coach's stock on the date of grant and generally has a maximum term of 10 years. Stock options and share awards that are granted as part of the annual...

  • Page 63
    ... term of the original option. Replacement stock options generally vest six months from the grant date. No replacement stock options were granted in fiscal 2012, fiscal 2011 or fiscal 2010. Stock Options A summary of option activity under the Coach stock option plans as of June 30, 2012 and changes...

  • Page 64
    ... 1.0 years. Employee Stock Purchase Plan Under the Employee Stock Purchase Plan, full-time Coach employees are permitted to purchase a limited number of Coach common shares at 85% of market value. Under this plan, Coach sold 129, 120, and 176 new shares to employees in fiscal 2012, fiscal 2011 and...

  • Page 65
    ... Financial Statements (Continued) (dollars and shares in thousands, except per share data) 5. LEASES - (continued) increases in operating costs, property taxes and the effect on costs from changes in consumer price indices. Certain rentals are also contingent upon factors such as sales. Rent-free...

  • Page 66
    ... bond insurer, current market conditions and the value of the collateral bonds. (b) The Company enters into zero-cost collar options to manage its exposure to foreign currency exchange rate fluctuations resulting from Coach Japan's and Coach Canada's U.S. dollar-denominated inventory purchases. The...

  • Page 67
    ... 2012 and a loss of $10,807 in fiscal 2011 prior to the respective settlement dates. During fiscal 2011, the Company purchased $224,007 of short-term investments consisting of U.S. treasury bills and commercial paper. These investments, net of proceeds from sales and maturities, totaled $2,256...

  • Page 68
    ... due in August 2014. As of June 30, 2012 and July 2, 2011, the remaining balance on the loan was $1,440 and $1,860, respectively. 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...

  • Page 69
    ... exchange rate fluctuations. However, the Company is exposed to market risk from foreign currency exchange risk related to Coach Japan's and Coach Canada's U.S. dollar-denominated inventory purchases and various cross-currency intercompany and related party loans. Coach uses derivative financial...

  • Page 70
    ... operating activities. The following tables provide information related to the Company's derivatives: Derivatives Designated as Hedging Instruments Balance Sheet Classification Fair Value At June 30, 2012 At July 2, 2011 Foreign exchange contracts Other Current Assets Accrued Liabilities Total...

  • Page 71
    ... Financial Statements (Continued) (dollars and shares in thousands, except per share data) 10. GOODWILL AND OTHER INTANGIBLE ASSETS The changes in the carrying amount of goodwill for the years ended June 30, 2012 and July 2, 2011 are as follows: Direct-toConsumer Indirect Total Balance...

  • Page 72
    ...as follows: Fiscal 2012 Fiscal 2011 Share-based compensation Reserves not deductible until paid Pensions and other employee benefits Property and equipment Net operating loss Other Gross deferred tax assets Prepaid expenses Goodwill Other Gross deferred tax liabilities Net deferred tax assets $ 58...

  • Page 73
    ... Company operates its business in two reportable segments: Direct-to-Consumer and Indirect. The Company's reportable segments represent channels of distribution that offer similar merchandise, service and marketing strategies. Sales of Coach products through Company-operated stores in North America...

  • Page 74
    ... current year presentation. Direct-toConsumer Indirect Corporate Unallocated Total Fiscal 2012 Net sales Operating income (loss) Income (loss) before provision for income taxes Depreciation and amortization expense Total assets Additions to long-lived assets Fiscal 2011 Net sales Operating income...

  • Page 75
    ... in Canada, 180 department store shop-in-shops, retail stores and factory stores in Japan and 130 department store shop-in-shops, retail stores and factory stores in Hong Kong, Macau, mainland China, Taiwan and Singapore. Coach also operates distribution, product development and quality control...

  • Page 76
    ... prices, through open market purchases. Repurchased shares of common stock become authorized but unissued shares and may be issued in the future for general corporate and other purposes. The Company may terminate or limit the stock repurchase program at any time. During fiscal 2012, fiscal 2011...

  • Page 77
    ... CONTENTS COACH, INC. Notes to Consolidated Financial Statements (Continued) (dollars and shares in thousands, except per share data) 16. SUPPLEMENTAL BALANCE SHEET INFORMATION The components of certain balance sheet accounts are as follows: June 30, 2012 July 2, 2011 Property and equipment Land...

  • Page 78
    TABLE OF CONTENTS COACH, INC. Schedule II - Valuation and Qualifying Accounts For the Fiscal Years Ended June 30, 2012, July 2, 2011 and July 3, 2010 (amounts in thousands) Balance at Beginning of Year Provision Charged to Costs and Expenses Write-offs/ Allowances Taken Balance at End of Year ...

  • Page 79
    TABLE OF CONTENTS COACH, INC. Quarterly Financial Data (dollars and shares in thousands, except per share data) (unaudited) First Second Quarter Third Quarter Fourth Quarter Quarter Fiscal 2012 (1) Net sales Gross profit Net income Net income per common share: Basic Diluted $1,050,359 764,...

  • Page 80
    ...period ended April 2, 2011 Revolving Credit Agreement, dated as of June 18, 2012, by and between Coach, certain lenders and JPMorgan Chase Bank, N.A., as administrative agent Coach, Inc. 2000 Stock Incentive Plan, which is incorporated by reference from Exhibit 10.10 to Coach's Annual Report on Form...

  • Page 81
    ...'s Definitive Proxy Statement for the 2010 Annual Meeting of Stockholders, filed on September 24, 2010 Amendment to Employment Agreement, dated May 7, 2012, between Coach and Lew Frankfort, which is incorporated herein by reference from Exhibit 10.1 to Coach's Current Report on Form 8-K filed on May...

  • Page 82
    ... to Employment Agreement, dated May 7, 2012, between Coach and Michael Tucci, which is incorporated herein by reference from Exhibit 10.3 to Coach's Current Report on Form 8-K filed on May 8, 2012 Performance Restricted Stock Unit Award Grant Notice and Agreement, dated August 4, 2011, between Coach...

  • Page 83
    EXECUTION COPY CREDIT AGREEMENT dated as of June 18, 2012 among COACH, INC. The Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent HSBC BANK USA, NATIONAL ASSOCIATION as Syndication Agent and TD BANK, N.A., U.S. BANK NATIONAL...

  • Page 84
    .... TERMS GENERALLY SECTION 1.04. ACCOUNTING TERMS; GAAP; EXCHANGE RATES ARTICLE II The Credits SECTION 2.01. COMMITMENTS SECTION 2.02. LOANS AND BORROWINGS SECTION 2.03. REQUESTS FOR REVOLVING BORROWINGS SECTION 2.04. DETERMINATION OF DOLLAR AMOUNTS SECTION 2.05. SWINGLINE LOANS SECTION 2.06. LETTERS...

  • Page 85
    ...) Page Page SECTION 3.13. OFAC ARTICLE IV Conditions SECTION 4.01. EFFECTIVE DATE SECTION 4.02. EACH CREDIT EVENT SECTION 4.03. DESIGNATION OF A FOREIGN SUBSIDIARY BORROWER ARTICLE V Affirmative Covenants SECTION 5.01. FINANCIAL STATEMENTS AND OTHER INFORMATION SECTION 5.02. NOTICES OF MATERIAL...

  • Page 86
    ...SECTION 9.14. SECTION 9.15. SECTION 9.16. ARTICLE X Company Guarantee SECTION 10.01. SECTION 10.02. SECTION 10.03. SECTION 10.04. SECTION 10.05. SECTION 10.06. USA PATRIOT ACT RELEASES OF SUBSIDIARY GUARANTORS INTEREST RATE LIMITATION NO ADVISORY OR FIDUCIARY RESPONSIBILITY GUARANTEE NO SUBROGATION...

  • Page 87
    ... Cost - Existing Letter of Credit - Subsidiaries - Properties - Litigation - Existing Indebtedness - Existing Liens - Existing Investments - Form of Assignment and Assumption - [Intentionally Omitted] - Form of Increasing Lender Supplement - Form of Augmenting Lender Supplement - List of Closing...

  • Page 88
    CREDIT AGREEMENT (this " Agreement ") dated as of June 18, 2012 among COACH, INC., the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication ...

  • Page 89
    ... at the time of determination. "Applicable Rate " means, for any day, with respect to any Eurocurrency Revolving Loan or any ABR Revolving Loan or with respect to the commitment fees payable hereunder or with respect to any Commercial Letter of Credit, as the case may be, the applicable rate per...

  • Page 90
    ... agreements made by such Person. "Board" means the Board of Governors of the Federal Reserve System of the United States of America. "Borrower" means the Company or any Foreign Subsidiary Borrower. "Borrowing " means (a) Revolving Loans of the same Type, made, converted or continued on the same date...

  • Page 91
    ..." means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term " Business Day " shall also exclude any day on which banks are not open...

  • Page 92
    ...of Financial Accounting Standards No. 142 (or the corresponding Accounting Standards Codification Topic, as applicable), (f) non-cash expenses related to stock based compensation and (g) Consolidated Lease Expense and minus, (x) to the extent included in the statement of such Consolidated Net Income...

  • Page 93
    ...and personal property, determined on a consolidated basis in accordance with GAAP; provided that payments in respect of Capital Lease Obligations shall not constitute Consolidated Lease Expense. "Consolidated Net Income " means for any period, the consolidated net income (or loss) of the Company and...

  • Page 94
    ... Consolidated Net Worth the effects of the Statement of Financial Accounting Standards No. 142 (or the corresponding Accounting Standards Codification Topic, as applicable) shall be disregarded. "Consolidated Total Indebtedness" means at any time, the aggregate Indebtedness of the Company and...

  • Page 95
    ... with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms " Dispose" and "Disposed of " shall have correlative meanings. "Dollar Amount " of any currency at any date shall mean (i) the amount of such currency if such...

  • Page 96
    ... the date on or as of which such amount is to be determined. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "ERISA Affiliate " means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer...

  • Page 97
    ... basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such Foreign Currency on the London market at 11:00 a.m., Local Time, on such date for the purchase of Dollars with such Foreign Currency, for delivery two Business Days later; provided, that...

  • Page 98
    ... Plan Event " means, with respect to any Foreign Plan, (a) the failure to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Plan, (b) the failure to register or loss of good...

  • Page 99
    ...of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business and any...

  • Page 100
    ... made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes. "Information Memorandum " means the Confidential Information Memorandum dated May 2012 relating to the Company and the Transactions. "Insolvent...

  • Page 101
    ...service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in the relevant Agreed Currency in the London interbank market) at approximately 11:00 a.m., London time, two (2) Business Days prior to (or, in the case...

  • Page 102
    ...at any and all times such reference becomes operative. "Loan Parties " means, collectively, the Borrowers and the Subsidiary Guarantors. "Loans" means the loans made by the Lenders to the Borrowers pursuant to this Agreement. "Local Time" means (i) New York City time in the case of a Loan, Borrowing...

  • Page 103
    ...effect to any netting agreements) that the Company or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time. "Maturity Date " means June 16, 2017, as extended pursuant to Section 2.25. "Moody's " means Moody's Investors Service, Inc. "Multiemployer Plan " means...

  • Page 104
    ...the related Credit Event, plus any taxes, levies, imposts, duties, deductions, charges or withholdings imposed upon, or charged to, the Administrative Agent by any relevant correspondent bank in respect of such amount in such relevant currency. "Parent" means, with respect to any Lender, any Person...

  • Page 105
    ...or insured by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America) or any Participating Member State; (b) investments in commercial paper having, at such date of acquisition, a credit rating of...

  • Page 106
    ... the United Kingdom. "Prime Rate " means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is...

  • Page 107
    ... the meaning assigned to such term in Section 9.04. "Related Line of Business " means: (a) any line of business in which the Company or any of its Subsidiaries is engaged as of, or immediately prior to, the Effective Date, (b) any wholesale, retail or other distribution of products or services under...

  • Page 108
    ... " means, with respect to any Person (the " parent") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements...

  • Page 109
    ... that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Swap Agreement. "Swingline Exposure " means, at any time, the aggregate principal...

  • Page 110
    ... in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision...

  • Page 111
    ... changes in Exchange Rates from those rates applicable at the time or times Indebtedness or obligations secured by Liens were initially consummated or acquired in reliance on the exceptions under such Sections. ARTICLE II The Credits SECTION 2.01. Commitments . Subject to the terms and conditions...

  • Page 112
    ... form approved by the Administrative Agent and signed by the applicable Borrower, or the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 12:00 noon, Local Time, three (3) Business Days...

  • Page 113
    ... by means of a credit to the general deposit account of the Company with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on...

  • Page 114
    ... own account, in a form reasonably acceptable to the relevant Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application...

  • Page 115
    ... shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Dollar Amount equal to such LC Disbursement, calculated as of the date such Issuing Bank made such LC Disbursement (or...

  • Page 116
    ..., loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control...

  • Page 117
    ... such Issuing Bank shall be for the account of such Lender to the extent of such payment. (i) Replacement of any Issuing Bank . Any Issuing Bank may be replaced at any time by written agreement among the applicable Borrower, the Administrative Agent, the replaced Issuing Bank and the successor...

  • Page 118
    ... without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement, (iii) on each Business Day on which such Issuing Bank pays any amount in respect of one or more drawings under Letters of Credit, the date of such payment(s) and the amount of...

  • Page 119
    ... by promptly crediting the amounts so received, in like funds, to (x) an account of the Company maintained with the Administrative Agent in New York City or Chicago and designated by the Company in the applicable Borrowing Request, in the case of Loans denominated in Dollars and (y) an account of...

  • Page 120
    ... but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month's duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of...

  • Page 121
    ... may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction...

  • Page 122
    ... with the terms of this Agreement. (e) Any Lender may request, through the Administrative Agent, that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of...

  • Page 123
    ...The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Standby Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans...

  • Page 124
    (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise ...

  • Page 125
    ... any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes or any condition, cost or expense reflected in the Adjusted LIBO Rate) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any...

  • Page 126
    ... but for such Change in Law (taking into consideration such Lender's or such Issuing Bank's policies and the policies of such Lender's or such Issuing Bank's holding company with respect to capital adequacy and liquidity), then from time to time the applicable Borrower will pay to such Lender...

  • Page 127
    ...Change in Law occurring after the date on which such Recipient became a party to this agreement. (b) Payment of Other Taxes by the Borrowers . The relevant Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent...

  • Page 128
    ... this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), whichever of the following is applicable; (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with...

  • Page 129
    ... on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption...

  • Page 130
    ... of payments denominated in Dollars, 12:00 noon, New York City time and (ii) in the case of payments denominated in a Foreign Currency, 12:00 noon, Local Time, in the city of the Administrative Agent's Eurocurrency Payment Office for such currency, in each case on the date when due, in immediately...

  • Page 131
    ... available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance...

  • Page 132
    ...paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion. SECTION...

  • Page 133
    ...Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company and (B) the Company...

  • Page 134
    ... do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's main New York City office on the Business Day preceding that on which...

  • Page 135
    ... to any rights or remedies of the relevant Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender's LC Exposure shall be payable to such Issuing Bank until and to the extent that such LC Exposure is reallocated and...

  • Page 136
    ...'s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage. SECTION 2.25...

  • Page 137
    ... is expressly stated to have been made as of a specific date, as of such specific date); and (iii) the Administrative Agent shall have received a certificate from the Company signed by a Financial Officer of the Company certifying the accuracy of the foregoing clauses (i) and (ii). (g) Maturity...

  • Page 138
    ... a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, liquidation, reconstruction, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity...

  • Page 139
    ... stockholders equity and cash flows (i) as of and for the Fiscal Year ended July 2, 2011, reported on by Deloitte & Touche, LLP, independent public accountants, and (ii) as of and for the Fiscal Quarter and the portion of the Fiscal Year ended March 31, 2012, certified by its chief financial officer...

  • Page 140
    ... financial information, the Company and the other Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. SECTION 3.11. Federal Reserve Regulations . No part of the proceeds of any Loan have been used or will be used...

  • Page 141
    ... described in the list of closing documents attached as Exhibit E. (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in...

  • Page 142
    ... balance sheet and related statements of income, stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by Deloitte & Touche, LLP or other independent public accountants...

  • Page 143
    ...of the Company for such Fiscal Quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its consolidated balance sheet and related statements of income, stockholders' equity and cash...

  • Page 144
    .... Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. SECTION 5.03...

  • Page 145
    ... "margin stock" as defined in Regulation T, U or X of the Board or for any other purpose that entails a violation of any such regulations. The Commercial Letters of Credit shall be used solely to finance purchases of goods by the Company and its Subsidiaries in the ordinary course of their business...

  • Page 146
    ... any one time outstanding not to exceed 10% of the Company's then Consolidated Net Worth; (h) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (i) Indebtedness in respect of letters of credit in the...

  • Page 147
    ... or its Subsidiaries in a Permitted Acquisition under agreements providing for earn-outs or the adjustment of the purchase price or similar adjustments; (p) Indebtedness owed to any Person providing property, casualty or liability insurance to the Company or any of its Subsidiary, so long as such...

  • Page 148
    ... (other than amounts incurred to pay costs of renewal and replacement) and no additional property (other than accessions, improvements, and replacements in respect of such property) is subject to such Lien. SECTION 6.03. Fundamental Changes and Asset Sales . (a) The Company will not, and will not...

  • Page 149
    ...any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assets of any other Person constituting a business unit or the rights of any licensee under a trademark license to such licensee from the Company or any of its...

  • Page 150
    ... after the date hereof in an aggregate amount not to exceed $500,000,000 in any Person or Persons. SECTION 6.05. Transactions with Affiliates . The Company will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or...

  • Page 151
    ... (h) with respect to any Person other than the Company shall not be deemed to be an Event of Default unless (x) the net assets of such Person, determined in accordance with GAAP, shall have exceeded $20,000,000 as of the date of the most recent audited financial statements delivered to the Lenders...

  • Page 152
    ... to the Company, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal...

  • Page 153
    ... the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it...

  • Page 154
    ... upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any...

  • Page 155
    ... Foreign Currencies, to J.P. Morgan Europe Limited, 125 London Wall, London EC2Y 5AJ, Attention of The Manager, Loan & Agency Services (Telecopy No. 44 207 777 2360), and in each case with a copy to JPMorgan Chase Bank, N.A., 277 Park Avenue, 22nd Floor, New York, New York 10172, Attention of James...

  • Page 156
    ... hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any...

  • Page 157
    ... of one primary counsel for the Administrative Agent and one local counsel in each applicable jurisdiction, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the...

  • Page 158
    ...Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an " Indemnitee ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees...

  • Page 159
    ...Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or...

  • Page 160
    ... to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its affiliates and their Related Parties or their respective...

  • Page 161
    ...the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish...

  • Page 162
    ... when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and...

  • Page 163
    ... extent lawful and possible, notice of said service upon such agent shall be mailed by registered or certified air mail, postage prepaid, return receipt requested, to the Company and (if applicable to) such Foreign Subsidiary Borrower at its address set forth in the Borrowing Subsidiary Agreement to...

  • Page 164
    ... of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and...

  • Page 165
    ... received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that...

  • Page 166
    ... or received or collected by the Administrative Agent or any Lender from any Borrower, any Subsidiary Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment...

  • Page 167
    ... case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations may be sold, exchanged, waived, surrendered or released without affecting the Company...

  • Page 168
    ... or any substantial part of its property, or otherwise, all as though such payments had not been made. SECTION 10.06. Payments. The Company hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in dollars or the applicable Agreed Currency...

  • Page 169
    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. COACH, INC., as the Company By _____ Name: Title: JPMORGAN CHASE BANK, N.A., individually as a Lender, as the Swingline Lender,...

  • Page 170
    SCHEDULE 2.01 COMMITMENTS LENDER JPMORGAN CHASE BANK, N.A. COMMITMENT $65,000,000.... N.A. U.S. BANK NATIONAL ASSOCIATION WELLS FARGO BANK, NATIONAL ASSOCIATION BANK OF AMERICA, N.A. THE NORTHERN TRUST COMPANY PNC BANK, NATIONAL ASSOCIATION THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. AGGREGATE COMMITMENT

  • Page 171
    ... Central Bank in respect of loans made from that Facility Office. The Associated Costs Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Administrative Agent as follows: (a) 4. in relation to a Loan in Pounds Sterling: per cent. per annum (b) in...

  • Page 172
    ... that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement; "Fees Rules " means the rules on periodic fees contained in the Financial Services Authority Fees Manual or such other law or regulation...

  • Page 173
    ... the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Associated Costs Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties hereto. 13. The Administrative Agent may from time to time...

  • Page 174
    SCHEDULE 2.06 EXISTING LETTER OF CREDIT Legal Entity Coach, Inc. LC Obligation Number Maturity Date 07/01/2012 Beneficiary Sara Lee Corporation Amount 1260461 $7,626,474.00

  • Page 175
    SCHEDULE 3.01 SUBSIDIARES (1) Significant Subsidiary as defined in the Credit Agreement

  • Page 176
    SCHEDULE 3.05 PROPERTIES None. 2

  • Page 177
    SCHEDULE 3.06 LITIGATION None. 3

  • Page 178
    ... Agreement between the City of Jacksonville and Coach, Inc. (as successor by merger to Coach Services, Inc.) dated as of October 10, 1994, in an aggregate principal amount outstanding as of the Closing Date of not greater than $1,440,000 Other indebtedness is in the form of Letters of Credit listed...

  • Page 179
    ... Party Collateral Original File Date Original File Amdt. File Date Amdt. File Number Coach, Inc. through 05/31/12 Number UCC-1 MD SOS Pearland Town Center Limited Partnership/CBL & Associates Limited Partnership Liens for 08/10/2009 rent, taxes, and other sums granted under law and equity...

  • Page 180
    SCHEDULE 6.04 EXISTING INVESTMENTS Investment River Lake Insurance Company II Series 2004-2 (ARS) Amount $8,700,000 6

  • Page 181
    ...the administrative agent under the Credit Agreement 5. The Credit Agreement dated as of June 18, 2012 among Coach, Inc., the Foreign Subsidiary Borrowers from time to time parties thereto, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties...

  • Page 182
    ... as Administrative Agent By: _____ Title: [Consented to:] 3 COACH, INC. By: _____ Title: 2 3 Set forth, so at least 9 decimals, as percentage of the Commitment/Loans of all Lenders thereunder. To be added only if the consent of the Company is required by the terms of the Credit Agreement. 8

  • Page 183
    ... Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms...

  • Page 184
    EXHIBIT B [Intentionally Omitted]

  • Page 185
    ...3. Terms defined in the Credit Agreement shall have their defined meanings when used herein. 4. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. 5. This Supplement may be executed in any number of counterparts and by different parties hereto...

  • Page 186
    ... authorized officer on the date first above written. [INSERT NAME OF INCREASING LENDER] By: Name: Title: Accepted and agreed to as of the date first written above: COACH, INC. By: Name: Title: Acknowledged as of the date first written above: JPMORGAN CHASE BANK, N.A. as Administrative Agent By...

  • Page 187
    ... and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document...

  • Page 188
    5. Terms defined in the Credit Agreement shall have their defined meanings when used herein. 6. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. 7. This Supplement may be executed in any number of counterparts and by different parties hereto...

  • Page 189
    ... officer on the date first above written. [INSERT NAME OF AUGMENTING LENDER] By: _____ Name: Title: Accepted and agreed to as of the date first written above: COACH, INC. By:_____ Name: Title: Acknowledged as of the date first written above: JPMORGAN CHASE BANK, N.A. as Administrative Agent...

  • Page 190
    ... CREDIT FACILITIES June 18, 2012 LIST OF CLOSING DOCUMENTS 1 A. LOAN DOCUMENTS 1. Credit Agreement (the " Credit Agreement ") by and among Coach, Inc., a Maryland corporation (the " Company"), the Foreign Subsidiary Borrowers from time to time parties thereto (collectively with the Company...

  • Page 191
    ..., (ii) the By-Laws or other applicable organizational document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions of the Board of Directors or other governing body of such Loan Party authorizing the execution, delivery and performance of each...

  • Page 192
    ... from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Under the Credit Agreement, the...

  • Page 193
    ... WHEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized officers as of the date first appearing above. COACH, INC. By: _____ Name: Title: [NAME OF NEW BORROWING SUBSIDIARY] By: _____ Name: Title: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: _____...

  • Page 194
    ... Credit Agreement dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among the Company, the Foreign Subsidiary Borrowers from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used...

  • Page 195
    This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours, COACH, INC. By: _____ Name: Title: Copy to: JPMorgan Chase Bank, N.A. 10 South Dearborn Street Chicago, Illinois 60603

  • Page 196
    ...capacity, the "Administrative Agent ") for the banks and other financial institutions or entities (the " Lenders") from time to time party to the Credit Agreement, dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Coach, Inc...

  • Page 197
    ..., notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Borrower Obligations. (e) No payment made by any Borrower, any Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender...

  • Page 198
    ... respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and any other documents executed and delivered in connection therewith...

  • Page 199
    ...any legal proceedings. 2.6 Reinstatement . This Guarantee shall continue to be effective, or shall be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or...

  • Page 200
    ..., any other agreement or applicable law shall be taken into account. SECTION 3. THE ADMINISTRATIVE AGENT Each Guarantor acknowledges that the rights and responsibilities of the Administrative Agent under this Guarantee with respect to any action taken by the Administrative Agent or the exercise...

  • Page 201
    ... to be payable in connection with any of the transactions contemplated by this Guarantee. (c) Each Guarantor agrees to indemnify, and to hold the Administrative Agent and the Lenders harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and...

  • Page 202
    ... to Section 5.09 of the Credit Agreement or is designated by the Company to be a Guarantor pursuant to the definition of "Subsidiary Guarantor" in Section 1.01 of the Credit Agreement shall execute and deliver to the Administrative Agent an Assumption Agreement in the form of Annex 1 hereto and...

  • Page 203
    IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee Agreement to be duly executed and delivered as of the date first above written. [GUARANTORS] By: _____ Name: Title: Signature Page to Guarantee

  • Page 204
    Acknowledged and Agreed as of the date first written above: JPMORGAN CHASE BANK, N.A., as Administrative Agent By:_____ Name: Title: Signature Page to Guarantee

  • Page 205
    ... Coach, Inc., a Maryland corporation (the " Company"), the Foreign Subsidiary Borrowers parties thereto, the Lenders and the Administrative Agent have entered into the Credit Agreement, dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement...

  • Page 206
    IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written. [ADDITIONAL GUARANTOR] By:_____ Name: Title: 2

  • Page 207
    ... the Credit Agreement dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement "), among Coach, Inc. (the " Company"), the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively...

  • Page 208
    ... the Credit Agreement dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement "), among Coach, Inc. (the " Company"), the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively...

  • Page 209
    ... the Credit Agreement dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement "), among Coach, Inc. (the " Company"), the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively...

  • Page 210
    ... the Credit Agreement dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement "), among Coach, Inc. (the " Company"), the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively...

  • Page 211
    ...16. Coac4 Malaysia SDN. BHD. (Malaysia) 17. Coac4 Management (S4ang4ai) Co., Ltd. (C4ina) 18. Coac4 Manufacturing Limited (Hong Kong) 19. Coac4 Net4erlands B.V. (Net4erlands) 20. Coac4 Services, Inc. (Maryland) 21. Coac4 S4ang4ai Limited (C4ina) 22. Coac4 Singapore Pte. Ltd. (Singapore) 23. Coac4...

  • Page 212
    ... financial statement schedule of Coach, Inc. and subsidiaries (the "Company") and the effectiveness of the Company's internal control over financial reporting, appearing in this Annual Report on Form 10-K of the Company for the year ended June 30, 2012. /s/ Deloitte & Touche LLE New York, New York...

  • Page 213
    ...information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 22, 2012 By: /s/ Lew Frankfort Name: Lew Frankfort Title: Chairman and Chief Executive Officer...

  • Page 214
    ... the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who...

  • Page 215
    ...Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 22, 2012 By: /s/ Lew Frankfort Name: Lew Frankfort Title: Chairman and Chief Executive Officer...

  • Page 216
    ... Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 22, 2012 By: /s/ Jane Nielsen Name: Jane Nielsen Title: Executive Vice President and Chief...

  • Page 217