UNITED STATES

(212) 946-8400

Securities registered pursuant to Section 12(b) of the Act:

In this Form 10-Q, references to “we,” “our,” “us,” "Tapestry" and the “Company” refer to Tapestry, Inc., including consolidated subsidiaries. References to "Coach," "Kate Spade," "kate spade new york" or "Stuart Weitzman" refer only to the referenced brand.

SPECIAL NOTE ON FORWARD-LOOKING INFORMATION

This document, and the documents incorporated by reference in this document, in our press releases and in oral statements made from time to time by us or on our behalf, may contain certain "forward-looking statements" within the meaning of the Privatefederal securities laws, including Section 27A of the Securities Litigation Reform Act of 1995,1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are based on management’smanagement's current expectations, that involve risks and uncertainties that could cause our actual results to differ materially from our current expectations. TheseIn this context, forward-looking statements can be identified by the use of forward-looking terminologyoften address expected future business and financial performance and financial condition, and often contain words such as "believes," "may," "will,"can," "continue," "project," "should," "expect," "confidence," "trends," "anticipate," "intend," "estimate," "on track," "are"well positioned to," "on course," "opportunity," "continue," "project," "guidance," "target," "forecast," "anticipated," "plan," "potential," the negative"position," "believe," "seek," "see," "will," "would," "target," similar expressions, and variations or negatives of these termswords. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Such statements involve risks, uncertainties and assumptions. If such risks or comparable terms. The Company'suncertainties materialize or such assumptions prove incorrect, the results of Tapestry, Inc. and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Tapestry, Inc. assumes no obligation to revise or update any such forward-looking statements for any reason, except as required by law.

Tapestry, Inc.’s actual results could differ materially from the results contemplated by these forward-looking statements and are subject to a number of risks, uncertainties, estimates and assumptions that may cause actual results to differ materially from current expectations due to a number of important factors, including, but not limited to: (i) the impact of the novel coronavirus ("Covid-19") global pandemic on our business and financial results;results, including impacts on our supply chain due to temporary closures of our manufacturing partners and shipping and fulfillment constraints; (ii) our ability to successfully execute our multi-year growth agenda under our Acceleration Program; (iii) the impact of economic conditions; (iv) our ability to control costs; (v) our exposure to international risks, including currency fluctuations and changes in economic or political conditions in the markets where we sell or source our products and increased regulation impacting our global sourcing activities as well as shipping constraints;products; (vi) the risk of cyber security threats and privacy or data security breaches; (vii) the effect of existing and new competition in the marketplace; (viii) our ability to retain the value of our brands and to respond to changing fashion and retail trends in a timely manner;manner, including our ability to execute on our e-commerce and digital strategies; (ix) the effect of seasonal and quarterly fluctuations on our sales or operating results; (x) our ability to protect against infringement of our trademarks and other proprietary rights; (xi) the impact of tax and other legislation; (xii) our ability to achieve intended benefits, cost savings and synergies from acquisitions; (xiii) the risks associated with potential changes to international trade agreements and the imposition of additional duties on importing our products; (xiv) the impact of pending and potential future legal proceedings,proceedings; and (xv) the risks associated with climate change and other corporate responsibility issues;issues and (xvi) such other risk factors as set forth in Part II, Item 1A. "Risk Factors". The Company assumes no obligation and elsewhere in this report and in the Company’s Annual Report on Form 10-K for the fiscal year ended July 3, 2021. These factors are not necessarily all of the factors that could cause actual results to revise or updatediffer materially from those expressed in any suchof our forward-looking statements for any reason, except as required by law.statements.

Tapestry's quarterly financial results and other important information are available by calling the Investor Relations Department at (212) 629-2618.

Tapestry, Inc. (the "Company") is a leading New York-based house of modern luxury accessories and lifestyle brands. Tapestry ownsOur global house of brands unites the magic of Coach, Kate Spadekate spade new york and Stuart Weitzman brands. The Company’s primary product offerings, manufacturedWeitzman. Each of our brands are unique and independent, while sharing a commitment to innovation and authenticity defined by third-party suppliers, include women’sdistinctive products and men’s bags, small leather goods, footwear, ready-to-wear including outerwear, watches, weekenddifferentiated customer experiences across channels and travel accessories, scarves, eyewear, fragrance, jewelrygeographies. We use our collective strengths to move our customers and other lifestyle products.empower our communities, to make the fashion industry more sustainable, and to build a company that’s equitable, inclusive, and diverse. Individually, our brands are iconic. Together, we can stretch what’s possible.

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

The Kate Spade segment includes global sales primarily of kate spade new york brand products to customers through Kate Spade operated stores, including the Internet,e-commerce sites, sales to wholesale customers, through concession shop-in-shops and through independent third party distributors.

The Stuart Weitzman segment includes global sales of Stuart Weitzman brand products primarily through Stuart Weitzman operated stores, including the Internet,e-commerce sites, sales to wholesale customers and through numerous independent third party distributors.

These unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and are unaudited. In the opinion of management, such condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the condensed consolidated financial position, results of operations, comprehensive income (loss) and cash flows of the Company for the interim periods presented. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP") have been condensed or omitted from this report as is permitted by the SEC's rules and regulations. However, the Company believes that the disclosures provided herein are adequate to prevent the information presented from being misleading. This report should be read in conjunction with the audited consolidated financial statements and notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended June 27, 2020July 3, 2021 ("fiscal 2020"2021") and other filings filed with the SEC.

The results of operations, cash flows and comprehensive income for the ninethree months ended March 27,October 2, 2021 are not necessarily indicative of results to be expected for the entire fiscal year, which will end on July 3, 20212, 2022 ("fiscal 2021"2022"). 

The Company utilizes a 52-53 week fiscal year ending on the Saturday closest to June 30. Fiscal 20212022 will be a 52-week period. Fiscal 2021, ended on July 3, 2021, was a 53-week period. Fiscal 2020,The first quarter of fiscal 2022 ended on June 27, 2020, was a 52-week period. The thirdOctober 2, 2021 and the first quarter of fiscal 2021 ended on March 27, 2021 and the third quarter of fiscal 2020 ended on March 28,September 26, 2020, both of which were 13-week periods.

The outbreak of a novel strain of coronavirus ("Covid-19") continues to impact a significant majority of the regions in which we operate. In March 2020, the outbreak was labeled aoperate, resulting in significant global pandemic by the World Health Organization. National, state and local governments responded to thebusiness disruptions. The widespread impact of Covid-19 pandemicresulted in a varietytemporary closures of ways, including, but not limited to, declaring states of emergency, restricting people from gathering in groups or interacting within a certain physical distance (i.e., social distancing), requiring individuals to stay at home, and in most cases, ordering non-essential businesses to close or limit operations. The Company had temporarily closed the majority of its directly operated stores globally, for some period of time to help reduce the spread of Covid-19 duringas well as at our wholesale and licensing partners starting in fiscal 2020. The vast majoritySince then, certain directly operated stores and the stores of the Company's stores re-opened for either in-store or pick-up serviceour wholesale and have continued to operate since then, however, some store locationslicensing partners have experienced temporary re-closures or are operating under tighter restrictions in compliance with local government regulation. Many ofCovid-19 has also resulted in ongoing supply chain challenges, such as logistic constraints, the Company's wholesale and licensing partners also closed their bricks and mortar stores as required by government orders during the third and fourth quarters of fiscal 2020, and while the majority of stores have reopened, they have also been subject to temporary re-closures and tighter capacity restrictions operating in compliance with the rulesclosure of certain local governments.third-party manufacturers and increased freight costs.

The global Covid-19 pandemic is continuously evolving and the extent to which this impacts the Company - including unforeseen increased costs to the Company's business - will depend on future developments, which are highly uncertain and cannot be predicted, including the ultimate duration, severity and geographic resurgence of the virus and the success of actions to contain the virus, including variants of the novel strain, or treat its impact, among others. As the full magnitude of the effects on the Company's business is difficult to predict, at this time, the Covid-19 pandemic has and is expected tomay continue to have a

In response to the Covid-19 pandemic, the Company took actions to reinforce its liquidity and financial flexibility. Specific actions included: suspending its quarterly dividend and all share repurchases, actively reducing non-essential SG&A expense, reducing its corporate and retail workforce, temporarily reducing corporate compensation, tightly managing inventory and reducing capital expenditures. During the second quarter of fiscal 2021, compensation resumed normal levels.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes thereto. Actual results could differ from estimates in amounts that may be material to the financial statements.

The Company accounts for sharestock repurchases by allocating the repurchase price to common stock and retained earnings. As a result, all repurchased shares are authorized but unissued shares. Under Maryland law, the Company's state of incorporation, there are no treasury shares. The Company accrues for the shares purchased under the share repurchase plan based on the trade date. Purchases of the Company's common stock are executed through open market purchases, including through a purchase agreement under Rule 10b5-1. The Company may terminate or limit the share repurchase program at any time.

In August 2018,December 2019, the FASBFinancial Accounting Standards Board ("FASB") issued ASUAccounting Standards Update ("ASU") No. 2018-13, "Fair Value Measurement2019-12, "Income Taxes (Topic 820)" ("ASU 2018-13"), which is intended to improve740): Simplifying the effectiveness of fair value disclosures.Accounting for Income Taxes". The ASU removes or modifiessimplifies the accounting for income taxes by, among other things, eliminating certain disclosure requirementsexisting exceptions related to fair value information, as well as adds new disclosure requirementsthe general approach in Topic 740 relating to franchise taxes, reducing complexity in the interim-period accounting for Level 3 fair value measurements.year-to-date loss limitations and changes in tax laws, and clarifying the accounting for the step-up in the tax basis of goodwill. The Company adopted ASU 2018-132019-12 as of the beginning of Fiscal 2021.fiscal 2022. The adoption of ASU 2018-132019-12 did not have a material impact on the Company's condensed consolidated financial statements and notes thereto.

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

The Company recognizes revenue primarily from sales of the products of its brands through retail and wholesale channels, including the Internet.e-commerce sites. The Company also generates revenue from royalties related to licensing its trademarks, as well as sales in ancillary channels. In all cases, revenue is recognized upon the transfer of control of the promised products or services to the customer, which may be at a point in time or over time. Control is transferred when the customer obtains the ability to direct the use of and obtain substantially all of the remaining benefits from the products or services. The amount of revenue recognized is the amount of consideration to which the Company expects to be entitled, including estimation of sale terms that may create variability in the consideration. Revenue subject to variability is constrained to an amount which will not result in a significant reversal in future periods when the contingency that creates variability is resolved.

The Company recognizes revenue in its retail stores, including concession shop-in-shops, at the point-of-sale when the customer obtains physical possession of the products. InternetDigital revenue from sales of products ordered through the Company's e-commerce sites is recognized upon delivery and receipt of the shipment by its customers and includes shipping and handling charges paid by customers. Retail and Internetdigital revenues are recorded net of estimated returns, which are estimated by developing an expected value based on historical experience. Payment is due at the point of sale.

Gift cards issued by the Company are recorded as a liability until redeemed by the customer, at which point revenue is recognized. The Company also uses historical information to estimate the amount of gift card balances that will never be redeemed and recognizes that amount as revenue over time in proportion to actual customer redemptions if the Company does not have a legal obligation to remit unredeemed gift cards to any jurisdiction as unclaimed property.

The Company recognizes revenue within the wholesale channel at the time title passes and risk of loss is transferred to customers, which is generally at the point of shipment of products but may occur upon receipt of the shipment by the customer in certain cases. Payment is generally due 30 to 90 days after shipment. Wholesale revenue is recorded net of estimates for returns, discounts, end-of-season markdowns, cooperative advertising allowances and other consideration provided to the customer. Discounts are based on contract terms with the customer, while cooperative advertising allowances and other consideration may be based on contract terms or negotiated on a case-by-case basis. Returns and markdowns generally require approval from the Company and are estimated based on historical trends, current season results and inventory positions at the wholesale locations, current market and economic conditions as well as, in select cases, contractual terms. The Company's historical estimates of these variable amounts have not differed materially from actual results.

The Company recognizes licensing revenue over time during the contract period in which licensees are granted access to the Company's trademarks. These arrangements require licensees to pay a sales-based royalty and may include a contractually guaranteed minimum royalty amount. Revenue for contractually guaranteed minimum royalty amounts is recognized ratably over the license year and any excess sales-based royalties are recognized as earned once the minimum royalty threshold is achieved. Payments from the customer are generally due quarterly in an amount based on the licensee's sales of goods bearing the licensed trademarks during the period, which may differ from the amount of revenue recorded during the period thereby generating a contract asset or liability. Contract assets and liabilities and contract costs related to the licensing arrangements are immaterial as the licensing business represents approximately 1% of total net sales in the ninethree months ended March 27,October 2, 2021.

The Company has elected a practical expedient not to disclose the remaining performance obligations that are unsatisfied as of the end of the period related to contracts with an original duration of one year or less or variable consideration related to sales-based royalty

Other elections madepractical expedients elected by the Company include (i) assuming no significant financing component exists for any contract with a duration of one year or less, (ii) accounting for shipping and handling as a fulfillment activity within SG&A expense regardless of the timing of the shipment in relation to the transfer of control and (iii) excluding sales and value added tax from the transaction price.

The following table disaggregates the Company's net sales into geographies that depict how economic factors may impact the revenues and cash flows for the periods presented. Each geography presented includes net sales related to the Company's directly operated channels, global travel retail business and to wholesale customers, including distributors, in locations within the specified geographic area.    

Deferred revenue results from cash payments received or receivable from customers prior to the transfer of the promised goods or services, and is generally comprised of unredeemed gift cards, net of breakage which has been recognized. Additional deferred revenue may result from sales-based royalty payments received or receivable which exceed the revenue recognized during the contractual period. The balance of such amounts as of March 27,October 2, 2021 and June 27, 2020July 3, 2021 was $34.4$37.2 million and $28.1$32.4 million, respectively, which were primarily recorded within Accrued liabilities on the Company's Condensed Consolidated Balance Sheets and are generally expected to be recognized as revenue within a year. For the ninethree months ended March 27,October 2, 2021, net sales of $9.6$3.6 million were recognized from amounts recorded as deferred revenue as of July 3, 2021. For the three months ended September 26, 2020, net sales of $4.7 million were recognized from amounts recorded as deferred revenue as of June 27, 2020. For the nine months ended March 28, 2020, net sales of $11.3 million were recognized from amounts recorded as deferred revenue as of June 29, 2019.

UnderFor the Acceleration Program,three months ended September 26, 2020, the Company incurred charges of $20.4$26.6 million, and $68.7 million during the three and nine months ended March 27, 2021, respectively, all of which was recorded within SG&A expenses. Of the $20.4 million and $68.7 million recorded within SG&A expenses, $11.4 million and $44.5total charges, $17.3 million was recorded within Corporate, $4.7 million and $21.2$10.7 million was recorded within the Coach segment, $0.9 million and $4.3$1.0 million was recorded within the Kate Spade segment and $3.4 million and a reduction of expense of $1.3$2.4 million was recorded within the Stuart Weitzman segment, respectively. segment.

Intangible assets consist of the following:

A reconciliation of stockholders' equity is presented below: