UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the Quarterly Period Ended March 27, 2021April 2, 2022
or 
          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
Commission file number: 1-16153
Tapestry, 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.)

10 Hudson Yards, New York, NY 10001
(Address of principal executive offices); (Zip Code) 
(212) 946-8400
(Registrant’s telephone number, including area code) 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on which Registered
Common Stock, par value $.01 per shareTPRNew York Stock Exchange
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 No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes No 
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 definition of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
On April 23, 2021,29, 2022, the Registrant had 278,858,331251,802,373 outstanding shares of common stock, which is the Registrant’s only class of common stock.



TAPESTRY, INC.
INDEX
 
  Page Number
PART I – FINANCIAL INFORMATION (unaudited)
   
ITEM 1.Financial Statements: 
 
 
 
 
 
ITEM 2.
ITEM 3.
ITEM 4.
PART II – OTHER INFORMATION
ITEM 1.
ITEM 1A.
ITEM 2.
ITEM 4.
ITEM 6.
 

 



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 legislation, including tax and othertrade 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.
 WHERE YOU CAN FIND MORE INFORMATION
Tapestry's quarterly financial results and other important information are available by calling the Investor Relations Department at (212) 629-2618.
Tapestry maintains its website at www.tapestry.com where investors and other interested parties may obtain, free of charge, press releases and other information as well as gain access to our periodic filings with the SEC.



 





TAPESTRY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

March 27,
2021
June 27,
2020
April 2,
2022
July 3,
2021
(millions)(millions)
(unaudited)(unaudited)
ASSETSASSETS  ASSETS  
Current Assets:Current Assets:  Current Assets:  
Cash and cash equivalentsCash and cash equivalents$1,651.7 $1,426.3 Cash and cash equivalents$806.0 $2,007.7 
Short-term investmentsShort-term investments7.5 8.1 Short-term investments267.0 8.1 
Trade accounts receivable, less allowances for credit losses of $3.6 and $15.9, respectively240.6 193.3 
Trade accounts receivable, less allowances for credit losses of $4.3 and $4.2, respectivelyTrade accounts receivable, less allowances for credit losses of $4.3 and $4.2, respectively242.9 200.2 
InventoriesInventories700.3 736.9 Inventories913.0 734.8 
Income tax receivableIncome tax receivable174.0 254.6 
Prepaid expensesPrepaid expenses65.0 57.5 Prepaid expenses96.0 93.8 
Income tax receivable152.9 46.0 
Other current assetsOther current assets78.6 85.0 Other current assets59.7 76.1 
Total current assetsTotal current assets2,896.6 2,553.1 Total current assets2,558.6 3,375.3 
Property and equipment, netProperty and equipment, net673.8 775.2 Property and equipment, net576.6 678.1 
Operating lease right-of-use assetsOperating lease right-of-use assets1,555.2 1,757.0 Operating lease right-of-use assets1,359.7 1,496.6 
GoodwillGoodwill1,300.2 1,301.1 Goodwill1,268.3 1,297.3 
Intangible assetsIntangible assets1,374.7 1,379.4 Intangible assets1,368.4 1,373.4 
Deferred income taxes58.8 55.9 
Other assetsOther assets106.7 102.5 Other assets206.6 161.7 
Total assetsTotal assets$7,966.0 $7,924.2 Total assets$7,338.2 $8,382.4 
LIABILITIES AND STOCKHOLDERS' EQUITYLIABILITIES AND STOCKHOLDERS' EQUITY  LIABILITIES AND STOCKHOLDERS' EQUITY  
Current Liabilities:Current Liabilities:  Current Liabilities:  
Accounts payableAccounts payable$409.5 $130.8 Accounts payable$478.9 $445.2 
Accrued liabilitiesAccrued liabilities508.1 410.5 Accrued liabilities536.6 609.2 
Current portion of operating lease liabilitiesCurrent portion of operating lease liabilities354.6 388.8 Current portion of operating lease liabilities306.7 319.4 
Accrued income taxesAccrued income taxes18.9 100.5 Accrued income taxes11.1 52.0 
Current debtCurrent debt0 711.5 Current debt400.0 — 
Total current liabilitiesTotal current liabilities1,291.1 1,742.1 Total current liabilities1,733.3 1,425.8 
Long-term debtLong-term debt1,590.0 1,587.9 Long-term debt1,189.8 1,590.7 
Long-term operating lease liabilitiesLong-term operating lease liabilities1,576.3 1,799.8 Long-term operating lease liabilities1,356.2 1,525.9 
Deferred income taxesDeferred income taxes118.0 155.1 Deferred income taxes198.7 203.9 
Long-term income taxes payable131.3 144.0 
Other liabilitiesOther liabilities244.3 218.9 Other liabilities325.2 376.8 
Total liabilitiesTotal liabilities4,951.0 5,647.8 Total liabilities4,803.2 5,123.1 
See Note 16 on commitments and contingencies00
See Note 15 on commitments and contingenciesSee Note 15 on commitments and contingencies00
Stockholders' Equity:Stockholders' Equity:  Stockholders' Equity:  
Preferred stock: (authorized 25.0 million shares; $0.01 par value per share) NaN issued0 
Common stock: (authorized 1.0 billion shares; $0.01 par value per share) issued and outstanding - 278.8 million and 276.2 million shares, respectively2.8 2.8 
Preferred stock: (authorized 25.0 million shares; $0.01 par value per share) none issuedPreferred stock: (authorized 25.0 million shares; $0.01 par value per share) none issued — 
Common stock: (authorized 1.0 billion shares; $0.01 par value per share) issued and outstanding - 251.8 million and 279.5 million shares, respectivelyCommon stock: (authorized 1.0 billion shares; $0.01 par value per share) issued and outstanding - 251.8 million and 279.5 million shares, respectively2.5 2.8 
Additional paid-in-capitalAdditional paid-in-capital3,442.3 3,358.5 Additional paid-in-capital3,593.5 3,487.0 
Retained earnings (accumulated deficit)Retained earnings (accumulated deficit)(358.3)(992.7)Retained earnings (accumulated deficit)(943.3)(158.5)
Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss)(71.8)(92.2)Accumulated other comprehensive income (loss)(117.7)(72.0)
Total stockholders' equityTotal stockholders' equity3,015.0 2,276.4 Total stockholders' equity2,535.0 3,259.3 
Total liabilities and stockholders' equityTotal liabilities and stockholders' equity$7,966.0 $7,924.2 Total liabilities and stockholders' equity$7,338.2 $8,382.4 
See accompanying Notes.
1


TAPESTRY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
Three Months EndedNine Months Ended Three Months EndedNine Months Ended
March 27,
2021
March 28,
2020
March 27,
2021
March 28,
2020
April 2,
2022
March 27,
2021
April 2,
2022
March 27,
2021
(millions, except per share data)(millions, except per share data)(millions, except per share data)(millions, except per share data)
(unaudited)(unaudited)(unaudited)(unaudited)
Net salesNet sales$1,273.3 $1,072.7 $4,130.9 $4,246.6 Net sales$1,437.5 $1,273.3 $5,059.6 $4,130.9 
Cost of salesCost of sales361.4 456.5 1,215.1 1,506.2 Cost of sales432.4 361.4 1,528.4 1,215.1 
Gross profitGross profit911.9 616.2 2,915.8 2,740.4 Gross profit1,005.1 911.9 3,531.2 2,915.8 
Selling, general and administrative expensesSelling, general and administrative expenses795.2 824.0 2,207.5 2,533.5 Selling, general and administrative expenses835.6 795.2 2,603.9 2,207.5 
Impairment of goodwill and intangible assets0 477.7 0 477.7 
Total selling, general and administrative expenses795.2 1,301.7 2,207.5 3,011.2 
Operating income (loss)Operating income (loss)116.7 (685.5)708.3 (270.8)Operating income (loss)169.5 116.7 927.3 708.3 
Loss on extinguishment of debtLoss on extinguishment of debt — 53.7 — 
Interest expense, netInterest expense, net16.9 13.5 55.0 39.8 Interest expense, net14.8 16.9 46.8 55.0 
Other expense (income)Other expense (income)4.4 6.0 (1.8)12.8 Other expense (income)3.0 4.4 8.3 (1.8)
Income (loss) before provision for income taxesIncome (loss) before provision for income taxes95.4 (705.0)655.1 (323.4)Income (loss) before provision for income taxes151.7 95.4 818.5 655.1 
Provision for income taxes3.7 (27.9)20.7 34.9 
Provision (benefit) for income taxesProvision (benefit) for income taxes29.0 3.7 151.0 20.7 
Net income (loss)Net income (loss)$91.7 $(677.1)$634.4 $(358.3)Net income (loss)$122.7 $91.7 $667.5 $634.4 
Net income (loss) per share:Net income (loss) per share:    Net income (loss) per share:    
BasicBasic$0.33 $(2.45)$2.29 $(1.28)Basic$0.47 $0.33 $2.47 $2.29 
DilutedDiluted$0.32 $(2.45)$2.25 $(1.28)Diluted$0.46 $0.32 $2.42 $2.25 
Shares used in computing net income (loss) per share:Shares used in computing net income (loss) per share:    Shares used in computing net income (loss) per share:    
BasicBasic278.2 276.1 277.5 279.4 Basic259.9 278.2 269.7 277.5 
DilutedDiluted285.6 276.1 281.5 279.4 Diluted265.5 285.6 275.9 281.5 
Cash dividends declared per common share$0 $0.3375 $0 $1.0125 
 
See accompanying Notes.
 
2


TAPESTRY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
 
Three Months EndedNine Months Ended Three Months EndedNine Months Ended
March 27,
2021
March 28,
2020
March 27,
2021
March 28,
2020
April 2,
2022
March 27,
2021
April 2,
2022
March 27,
2021
(millions)(millions)(millions)(millions)
(unaudited)(unaudited)(unaudited)(unaudited)
Net income (loss)Net income (loss)$91.7 $(677.1)$634.4 $(358.3)Net income (loss)$122.7 $91.7 $667.5 $634.4 
Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax:    Other comprehensive income (loss), net of tax:    
Unrealized gains (losses) on cash flow hedging derivatives, netUnrealized gains (losses) on cash flow hedging derivatives, net2.2 1.2 (3.1)6.5 Unrealized gains (losses) on cash flow hedging derivatives, net 2.2 (0.6)(3.1)
Unrealized gains (losses) on available-for-sale investments, netUnrealized gains (losses) on available-for-sale investments, net(0.6)— (0.9)— 
Foreign currency translation adjustmentsForeign currency translation adjustments(21.4)(23.6)(44.2)23.5 
Foreign currency translation adjustments(23.6)(12.9)23.5 (18.3)
Other0 0 (1.7)
Other comprehensive income (loss), net of taxOther comprehensive income (loss), net of tax(21.4)(11.7)20.4 (13.5)Other comprehensive income (loss), net of tax(22.0)(21.4)(45.7)20.4 
Comprehensive income (loss)Comprehensive income (loss)$70.3 $(688.8)$654.8 $(371.8)Comprehensive income (loss)$100.7 $70.3 $621.8 $654.8 
 
See accompanying Notes.

3


TAPESTRY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended Nine Months Ended
March 27,
2021
March 28,
2020
April 2,
2022
March 27,
2021
(millions)(millions)
(unaudited)(unaudited)
CASH FLOWS PROVIDED BY OPERATING ACTIVITIESCASH FLOWS PROVIDED BY OPERATING ACTIVITIES  CASH FLOWS PROVIDED BY OPERATING ACTIVITIES  
Net income (loss)Net income (loss)$634.4 $(358.3)Net income (loss)$667.5 $634.4 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:Adjustments to reconcile net income to net cash provided by (used in) operating activities:  Adjustments to reconcile net income to net cash provided by (used in) operating activities:  
Depreciation and amortizationDepreciation and amortization167.2 194.9 Depreciation and amortization148.1 167.2 
Provision for bad debtProvision for bad debt0 16.8 Provision for bad debt18.6 — 
Loss on extinguishment of debtLoss on extinguishment of debt53.7 — 
Share-based compensationShare-based compensation46.7 47.0 Share-based compensation53.1 46.7 
Acceleration Program chargesAcceleration Program charges6.1 Acceleration Program charges9.4 6.1 
Organization-related and integration activities0 15.2 
Impairment chargesImpairment charges45.8 697.6 Impairment charges 45.8 
Changes to lease related balances, netChanges to lease related balances, net(103.3)26.1 Changes to lease related balances, net(42.0)(103.3)
Deferred income taxesDeferred income taxes(27.9)(33.3)Deferred income taxes5.2 (27.9)
Gain on sale of buildingGain on sale of building(13.2)Gain on sale of building (13.2)
Gain on deferred purchase priceGain on deferred purchase price(12.5)Gain on deferred purchase price (12.5)
Other non-cash charges, netOther non-cash charges, net20.0 4.7 Other non-cash charges, net27.2 20.0 
Changes in operating assets and liabilities:Changes in operating assets and liabilities:  Changes in operating assets and liabilities:  
Trade accounts receivableTrade accounts receivable(49.3)75.2 Trade accounts receivable(59.5)(49.3)
InventoriesInventories63.9 (171.6)Inventories(192.2)63.9 
Accounts payableAccounts payable275.0 (18.5)Accounts payable23.1 275.0 
Accrued liabilitiesAccrued liabilities7.6 (31.2)Accrued liabilities(110.6)7.6 
Other liabilitiesOther liabilities(10.2)(37.6)Other liabilities(47.5)(10.2)
Other assetsOther assets(105.7)19.1 Other assets62.3 (105.7)
Net cash provided by operating activitiesNet cash provided by operating activities944.6 446.1 Net cash provided by operating activities616.4 944.6 
CASH FLOWS USED IN INVESTING ACTIVITIESCASH FLOWS USED IN INVESTING ACTIVITIES  CASH FLOWS USED IN INVESTING ACTIVITIES  
Proceeds from sale of buildingProceeds from sale of building23.9 Proceeds from sale of building 23.9 
Purchases of investmentsPurchases of investments(0.5)(212.4)Purchases of investments(523.4)(0.5)
Proceeds from maturities and sales of investmentsProceeds from maturities and sales of investments1.9 316.1 Proceeds from maturities and sales of investments261.0 1.9 
Purchases of property and equipmentPurchases of property and equipment(68.9)(172.9)Purchases of property and equipment(75.1)(68.9)
Net cash used in investing activitiesNet cash used in investing activities(43.6)(69.2)Net cash used in investing activities(337.5)(43.6)
CASH FLOWS USED IN FINANCING ACTIVITIESCASH FLOWS USED IN FINANCING ACTIVITIES  CASH FLOWS USED IN FINANCING ACTIVITIES  
Dividend paymentsDividend payments0 (287.1)Dividend payments(202.8)— 
Repurchase of common stockRepurchase of common stock0 (300.0)Repurchase of common stock(1,249.8)— 
Proceeds from issuance of debt, net of discountProceeds from issuance of debt, net of discount498.5 — 
Payment of debt issuance costsPayment of debt issuance costs(4.5)— 
Payment of debt extinguishment costsPayment of debt extinguishment costs(50.7)— 
Proceeds from share-based awardsProceeds from share-based awards37.8 1.7 Proceeds from share-based awards72.2 37.8 
Repayment of short-term debt(11.5)
Repayment of debtRepayment of debt(500.0)(11.5)
Repayment of revolving credit facilityRepayment of revolving credit facility(700.0)Repayment of revolving credit facility (700.0)
Payment of deferred purchase pricePayment of deferred purchase price (7.4)
Taxes paid to net settle share-based awardsTaxes paid to net settle share-based awards(6.9)(14.7)Taxes paid to net settle share-based awards(30.5)(6.9)
Payments of finance lease liabilitiesPayments of finance lease liabilities(0.6)(0.6)Payments of finance lease liabilities(0.7)(0.6)
Payment of deferred purchase price(7.4)(2.4)
Net cash used in financing activitiesNet cash used in financing activities(688.6)(603.1)Net cash used in financing activities(1,468.3)(688.6)
Effect of exchange rate changes on cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalents13.0 (0.4)Effect of exchange rate changes on cash and cash equivalents(12.3)13.0 
Net decrease in cash and cash equivalents225.4 (226.6)
Net (decrease) increase in cash and cash equivalentsNet (decrease) increase in cash and cash equivalents(1,201.7)225.4 
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period1,426.3 969.2 Cash and cash equivalents at beginning of period2,007.7 1,426.3 
Cash and cash equivalents at end of periodCash and cash equivalents at end of period$1,651.7 $742.6 Cash and cash equivalents at end of period$806.0 $1,651.7 
Supplemental information:Supplemental information:Supplemental information:
Cash paid for income taxes, netCash paid for income taxes, net$218.2 $80.5 Cash paid for income taxes, net$130.8 $218.2 
Cash paid for interestCash paid for interest$56.3 $50.4 Cash paid for interest$62.1 $56.3 
Noncash investing activity - property and equipment obligationsNoncash investing activity - property and equipment obligations$14.6 $22.4 Noncash investing activity - property and equipment obligations$7.7 $14.6 

See accompanying Notes.
4

TAPESTRY, INC.
 
Notes to Condensed Consolidated Financial Statements
(Unaudited)


1. NATURE OF OPERATIONS
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.
2. BASIS OF PRESENTATION AND ORGANIZATION
Interim Financial Statements
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 nine months ended March 27, 2021April 2, 2022 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"). 
Fiscal Periods
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 third quarter of fiscal 2022 ended on June 27, 2020, was a 52-week period. TheApril 2, 2022 and the third quarter of fiscal 2021 ended on March 27, 2021, and the third quarter of fiscal 2020 ended on March 28, 2020, both of which were 13-week periods.
Covid-19 Pandemic
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.
5

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
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
5

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
material adverse impact on the Company's business, financial condition, results of operations and cash flows for the foreseeable future. The Company believes that cash flows from operations, access to the credit and capital markets and our credit lines, on-hand cash and cash equivalents and our investments provide adequate funds to support our operating, capital, and debt service requirements for the remainder of fiscal 2021 and beyond.requirements. There can be no assurance, however, that any such capital will be available to the Company on acceptable terms or at all. The Company could experience other potential adverse impacts as a result of the Covid-19 pandemic, including, but not limited to, further charges from adjustments to the carrying amount of goodwill and other intangible assets, long-lived asset impairment charges, reserves for uncollectible accounts receivable and reserves for the realizability of inventory. In addition, the negative impacts of the Covid-19 pandemic could result in the establishment of additional valuation allowances in certain jurisdictions.
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.
Furthermore, in fiscal 2020, the Company borrowed $700 million under its $900 million definitive credit agreement, as entered into on October 24, 2019 ("Revolving Credit Facility") as a precautionary measure. Of the $700 million borrowed, all was repaid in fiscal 2021.
If stores are required to close again for an extended period of time due to a resurgence of increased infections, the Company's liquidity may be negatively impacted. On May 19, 2020, the Company entered into Amendment No. 1 (the “Amendment”) to the Revolving Credit Facility, which sets forth the modifications pertaining to the leverage ratio financial covenant required. Refer to Note 12, "Debt", for additional information regarding the Company's outstanding notes payable and applicable amendments.
Use of Estimates
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.
Significant estimates inherent in the preparation of the condensed consolidated financial statements include useful lives and impairments of long-lived tangible and intangible assets; reserves for the realizability of inventory; customer returns, end-of-season markdowns and operational chargebacks; useful lives and impairments of long-lived tangible and intangible assets; accounting for income taxes (including the impacts of tax legislation) and related uncertain tax positions; accounting for business combinations; the valuation of stock-based compensation awards and related expected forfeiture rates; reserves for restructuring; and reserves for litigation and other contingencies, amongst others.
Share Repurchases
The Company accounts for share 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.
Principles of Consolidation
These unaudited interim condensed consolidated financial statements include the accounts of the Company and all 100% owned and controlled subsidiaries. All intercompany transactions and balances are eliminated in consolidation.
Share Repurchases
The Company accounts for stock repurchases by allocating the repurchase price to common stock and retained earnings. Under Maryland law, the Company's state of incorporation, there are no treasury shares. All repurchased shares are authorized but unissued shares and these shares 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. 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 purchase agreements under Rule 10b5-1.
3. RECENT ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
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.
In August 2018, the FASB issued ASU No. 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)" ("ASU 2018-15"), which is intended to clarify the accounting for implementation costs of cloud computing arrangements which are deemed to be a service contract rather than a software license. The Company adopted ASU 2018-15 as
6

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
of the beginning of Fiscal 2021 on a prospective basis. The adoption of ASU 2018-15 did not have a material impact on the Company's condensed consolidated financial statements and notes thereto.
In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), and subsequent clarifying updates, which requires companies to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The standard requires upfront recognition of an allowance for credit losses expected to be incurred over an asset's contractual life based on relevant information about past events, current conditions, and supportable forecasts impacting its ultimate collectability. The Company adopted ASU 2016-13 as of the beginning of Fiscal 2021 using the modified retrospective basis. The adoption of ASU 2016-13 did not have a material impact on the Company’s condensed consolidated financial statements and notes thereto.
Recently Issued Accounting Pronouncements
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.
6

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
4. REVENUE
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.
Certain of the Company's retail operations use sales incentive programs, such as customer loyalty programs and the issuance of coupons. Loyalty programs provide the customer a material right to acquire additional products and give rise to the Company having a separate performance obligation. Additionally, certain products sold by the Company include an assurance warranty that is not considered a separate performance obligation. These programs are immaterial individually and in the aggregate.
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 nine months ended March 27, 2021.April 2, 2022.
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
7

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
arrangements. There are no other contracts with transaction price allocated to remaining performance obligations other than future minimum royalties as discussed above, which are not material.
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.
7

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
Disaggregated Net Sales
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.    
North America
Greater China(1)
Other Asia(2)
Other(3)
TotalNorth America
Greater China(1)
Other Asia(2)
Other(3)
Total
(millions)
Three Months Ended April 2, 2022Three Months Ended April 2, 2022
CoachCoach$616.3 $226.4 $176.9 $52.8 $1,072.4 
Kate SpadeKate Spade231.2 9.5 36.9 23.9 301.5 
Stuart WeitzmanStuart Weitzman38.3 18.4  6.9 63.6 
TotalTotal$885.8 $254.3 $213.8 $83.6 $1,437.5 
(millions)
Three Months Ended March 27, 2021Three Months Ended March 27, 2021Three Months Ended March 27, 2021
CoachCoach$515.1 $247.6 $163.8 $37.0 $963.5 Coach$515.1 $247.6 $163.8 $37.0 $963.5 
Kate SpadeKate Spade184.8 13.0 35.8 18.8 252.4 Kate Spade184.8 13.0 35.8 18.8 252.4 
Stuart WeitzmanStuart Weitzman26.6 24.9 0.8 5.1 57.4 Stuart Weitzman26.6 24.9 0.8 5.1 57.4 
TotalTotal$726.5 $285.5 $200.4 $60.9 $1,273.3 Total$726.5 $285.5 $200.4 $60.9 $1,273.3 
Three Months Ended March 28, 2020
Nine Months Ended April 2, 2022Nine Months Ended April 2, 2022
CoachCoach$427.6 $103.7 $193.8 $47.4 $772.5 Coach$2,309.2 $727.1 $515.4 $160.6 $3,712.3 
Kate SpadeKate Spade181.4 8.9 41.1 18.1 249.5 Kate Spade879.1 32.8 106.1 83.4 1,101.4 
Stuart WeitzmanStuart Weitzman28.7 10.6 4.5 6.9 50.7 Stuart Weitzman141.2 79.3 0.3 25.1 245.9 
TotalTotal$637.7 $123.2 $239.4 $72.4 $1,072.7 Total$3,329.5 $839.2 $621.8 $269.1 $5,059.6 
Nine Months Ended March 27, 2021Nine Months Ended March 27, 2021Nine Months Ended March 27, 2021
CoachCoach$1,724.4 $686.4 $514.1 $139.3 $3,064.2 Coach$1,724.4 $686.4 $514.1 $139.3 $3,064.2 
Kate SpadeKate Spade660.8 40.2 105.8 61.6 868.4 Kate Spade660.8 40.2 105.8 61.6 868.4 
Stuart WeitzmanStuart Weitzman94.8 78.2 3.6 21.7 198.3 Stuart Weitzman94.8 78.2 3.6 21.7 198.3 
TotalTotal$2,480.0 $804.8 $623.5 $222.6 $4,130.9 Total$2,480.0 $804.8 $623.5 $222.6 $4,130.9 
Nine Months Ended March 28, 2020
Coach$1,751.3 $451.0 $622.0 $184.0 $3,008.3 
Kate Spade761.8 34.8 125.2 63.6 985.4 
Stuart Weitzman137.7 62.7 16.4 36.1 252.9 
Total$2,650.8 $548.5 $763.6 $283.7 $4,246.6 
(1)    Greater China includes mainland China, Taiwan, Hong Kong SAR, Taiwan and Macao SAR.
(2)    Other Asia includes Japan, Australia, New Zealand, South Korea, Thailand and other countries within Asia.
(3)    Other sales primarily represents sales in Europe, the Middle East and royalties related to licensing.
8

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
Deferred Revenue
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,April 2, 2022 and July 3, 2021 and June 27, 2020 was $34.4$40.1 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 nine months ended April 2, 2022, net sales of $12.7 million were recognized from amounts recorded as deferred revenue as of July 3, 2021. For the nine months ended March 27, 2021, net sales of $9.6 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.
8

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
5. INTEGRATION
The Company did 0t incur integration costs during the three and nine months ended March 27, 2021.
During the three and nine months ended March 28, 2020, the Company incurred integration costs of $3.4 million and $11.6 million. The charges recorded in Cost of sales for the nine months ended March 28, 2020 were $5.6 million. There were 0 charges recorded for the three months ended March 28, 2020. Of the amount recorded to Cost of sales for the nine months ended March 28, 2020, $4.3 million was recorded in the Stuart Weitzman segment, $1.2 million was recorded in the Kate Spade segment and $0.1 million was recorded in the Coach segment, respectively. The charges recorded to SG&A expenses for the three and nine months ended March 28, 2020 were $3.4 million and $6.0 million, respectively. Of the amount recorded to SG&A expenses, $2.9 million and $6.9 million was recorded within Corporate, $0.2 million and a reduction of expense of $1.9 million was recorded in the Stuart Weitzman segment, $0.3 million and $1.1 million was recorded in the Kate Spade segment and $0.0 million and a reduction of expense of $0.1 million was recorded in the Coach segment, respectively. Of the total costs of $3.4 million, a reduction of expense of $0.1 million were non-cash charges. Of the total costs of $11.6 million, $3.8 million were non-cash charges related to inventory charges, organization-related costs and purchase accounting adjustments.
A summary of the integration charges for the three and nine months ended March 28, 2020 is as follows:
Three Months EndedNine Months Ended
March 28, 2020March 28, 2020
(millions)
Purchase accounting adjustments(1)
$$0.8 
Inventory-related charges(2)
4.9 
Other(3)
3.4 5.9 
Total$3.4 $11.6 
(1)    Purchase accounting adjustments primarily relate to the short-term impact of the amortization of fair value adjustments.
(2)    Inventory-related charges primarily relate to inventory reserves.
(3)    Other primarily relates to share-based compensation, severance charges, professional fees and asset write-offs.
6. RESTRUCTURING ACTIVITIES
Acceleration Program
The Company has implemented a strategic growth plan after undergoing a review of its business under its multi-year growth agenda. This multi-faceted, multi-year strategic growth plan (the "Acceleration Program") reflects: (i) actions to streamline the Company's organization; (ii) select store closures as the Company optimizes its fleet (including store closure costs incurred as the Company exits certain regions in which it currently operates); and (iii) professional fees and compensation costs incurred as a result of the development and execution of the Company's comprehensive strategic initiatives aimed at increasing profitability. Under the Acceleration Program, the Company now expects to incur total pre-tax charges of approximately $205$215 million - $220 million. Charges expected related to the Acceleration Program increased modestly due to additional professional fees and performance-based compensation. The Acceleration Program is expected to be substantially complete by the end of fiscal 2022.
9

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
Under the Acceleration Program, the Company incurred charges of $6.3 million and $31.7 million during the three and nine months ended April 2, 2022, respectively, all of which was recorded within SG&A expenses. Of the $6.3 million and $31.7 million recorded within SG&A expenses, $4.2 million and $20.3 million was recorded within Corporate, $1.5 million and $4.0 million was recorded within the Coach segment, $0.7 million and $4.2 million was recorded within the Kate Spade segment and a reduction of expense of $0.1 million and expense of $3.2 million was recorded within the Stuart Weitzman segment.
For the three and nine months ended March 27, 2021, the Company incurred charges of $20.4 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 $44.5 million was recorded within Corporate, $4.7 million and $21.2 million was recorded within the Coach segment, $0.9 million and $4.3 million was recorded within the Kate Spade segment and $3.4 million and a reduction of expense of $1.3 million was recorded within the Stuart Weitzman segment, respectively.
A summary of charges and related liabilities under the Acceleration Program is as follows:
Organization-Related(1)
Store Closure(2)
Other(3)
Total
Organization-Related(1)
Store Closure(2)
Other(3)
Total
(millions)(millions)
Fiscal 2020 chargesFiscal 2020 charges$44.7 $32.3 $10.0 $87.0 Fiscal 2020 charges$44.7 $32.3 $10.0 $87.0 
Cash paymentsCash payments(15.8)(11.0)(7.1)(33.9)Cash payments(15.8)(11.0)(7.1)(33.9)
Non-cash chargesNon-cash charges(4.0)(20.8)(24.8)Non-cash charges(4.0)(20.8)— (24.8)
Liability balance as of June 27, 2020Liability balance as of June 27, 2020$24.9 $0.5 $2.9 $28.3 Liability balance as of June 27, 2020$24.9 $0.5 $2.9 $28.3 
Fiscal 2021 chargesFiscal 2021 charges$16.2 $7.8 $44.7 $68.7 Fiscal 2021 charges16.6 5.9 67.1 89.6 
Cash paymentsCash payments(35.1)(8.3)(27.5)(70.9)Cash payments(38.2)(11.9)(36.6)(86.7)
Non-cash chargesNon-cash charges0 0.3 (6.4)(6.1)Non-cash charges— 5.8 (10.9)(5.1)
Liability balance as of March 27, 2021$6.0 $0.3 $13.7 $20.0 
Liability balance as of July 3, 2021Liability balance as of July 3, 2021$3.3 $0.3 $22.5 $26.1 
Fiscal 2022 chargesFiscal 2022 charges$(0.5)$3.6 $28.6 $31.7 
Cash paymentsCash payments(2.2)(6.3)(34.7)(43.2)
Non-cash chargesNon-cash charges 2.4 (11.8)(9.4)
Liability balance as of April 2, 2022Liability balance as of April 2, 2022$0.6 $ $4.6 $5.2 
(1)    Organization-related charges, recorded within SG&A expenses, primarily relates to severance and other related costs.
(2)    Store closure charges represent lease termination penalties, removal or modification of lease assets and liabilities, establishing inventory reserves, accelerated depreciation and severance.
(3)    Other charges, recorded within SG&A, primarily relates to share-based compensation and professional fees incurred related to the Acceleration Program.fees.
The Company expects to incur approximately $50 - $65$10 million in additional charges under the Acceleration Program in the fourth quarter of which the majority is estimated to be cash.fiscal 2022.
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Notes to Condensed Consolidated Financial Statements (continued)
7.6. GOODWILL AND OTHER INTANGIBLE ASSETS
Interim Impairment Assessment
The Company performs its annual impairment assessment of goodwill as well as brand intangibles at the beginning of the fourth quarter of each fiscal year or if an event occurs that would more likely than not reduce the fair value below its carrying amount.
No events occurred during the three months ended March 27, 2021 that would more likely than not reduce the fair value below its carrying value.
During the three months ended March 28, 2020, profitability trends continued to decline from those that were expected for the Stuart Weitzman brand. This reduction in cash flows for the three months ended March 28, 2020 and expected future cash flows was exacerbated by the Covid-19 pandemic, which resulted in a decline in sales driven by full and partial closures of a significant portion of our stores globally. As a result of these macroeconomic conditions, the Company concluded that a triggering event had occurred during the third quarter of fiscal year 2020, resulting in the need to perform a quantitative interim impairment assessment over the Company’s Stuart Weitzman reporting unit and indefinite-lived brand intangible assets. The assessment concluded that the fair values of the Stuart Weitzman reporting unit and indefinite-lived brand intangible asset as of March 28, 2020 did not exceed their respective carrying values.
Accordingly, during the three months ended March 28, 2020, the Company recorded a goodwill impairment charge of $210.7 million related to the Stuart Weitzman reporting unit, resulting in a full impairment. The Company also recorded an impairment charge of $267.0 million related to the Stuart Weitzman indefinite-lived brand, resulting in a full impairment. The goodwill and brand intangible impairment charges were recorded within total SG&A expenses on the Company's Condensed Consolidated Statement of Operations for the three and nine months ended March 28, 2020.
The estimated fair value of the Stuart Weitzman reporting unit was based on a weighted average of the income and market approaches. The income approach is based on estimated discounted future cash flows, while the market approach is based on earnings multiples of selected guideline companies. The approach, which qualifies as level 3 in the fair value hierarchy, incorporated a number of significant assumptions and judgments, including, but not limited to, estimated future cash flows, discount rates, income tax rates, terminal growth rates and valuation multiples derived from comparable publicly traded companies. In considering the excess of the fair value over its carrying value for the Coach and Kate Spade reporting units and indefinite-lived brand intangibles, management did not perform an interim assessment for these reporting units during the three months ended March 28, 2020.
Goodwill

The change in the carrying amount of the Company’s goodwill by segment is as follows:
 CoachKate Spade
Stuart Weitzman(1)
Total
(millions)
Balance at June 27, 2020$661.7 $639.4 $$1,301.1 
Foreign exchange impact(2.5)1.6 0 (0.9)
Balance at March 27, 2021$659.2 $641.0 $0 $1,300.2 
 CoachKate Spade
Stuart Weitzman(1)
Total
(millions)
Balance at July 3, 2021$656.3 $641.0 $— $1,297.3 
Foreign exchange impact(24.8)(4.2) (29.0)
Balance at April 2, 2022$631.5 $636.8 $ $1,268.3 
(1)    Amount is net of accumulated goodwill impairment charges of $210.7 million as of March 27, 2021April 2, 2022 and June 27, 2020.July 3, 2021.








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TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
Intangible Assets
Intangible assets consist of the following:
March 27, 2021June 27, 2020April 2, 2022July 3, 2021
Gross
Carrying
Amount
Accum.
Amort.
NetGross
Carrying
Amount
Accum.
Amort.
NetGross
Carrying
Amount
Accum.
Amort.
NetGross
Carrying
Amount
Accum.
Amort.
Net
(millions)(millions)
Intangible assets subject to amortization:Intangible assets subject to amortization:Intangible assets subject to amortization:
Customer relationshipsCustomer relationships$100.5 $(35.7)$64.8 $100.6 $(31.0)$69.6 Customer relationships$100.4 $(41.8)$58.6 $100.5 $(36.9)$63.6 
Intangible assets not subject to amortization:Intangible assets not subject to amortization:Intangible assets not subject to amortization:
Trademarks and trade namesTrademarks and trade names1,309.9  1,309.9 1,309.8 — 1,309.8 Trademarks and trade names1,309.8  1,309.8 1,309.8 — 1,309.8 
Total intangible assetsTotal intangible assets$1,410.4 $(35.7)$1,374.7 $1,410.4 $(31.0)$1,379.4 Total intangible assets$1,410.2 $(41.8)$1,368.4 $1,410.3 $(36.9)$1,373.4 
As of March 27, 2021,April 2, 2022, the expected amortization expense for intangible assets is as follows:
 Amortization Expense
(millions)
Remainder of fiscal 20212022$1.7
Fiscal 20226.5 
Fiscal 20236.5 
Fiscal 20246.5 
Fiscal 20256.5 
Fiscal 20266.5 
Fiscal 2027 and thereafter30.66.5 
Thereafter24.4 
Total$64.858.6 
The expected amortization expense above reflects remaining useful lives ranging from approximately 9.18.1 to 11.310.3 years for customer relationships.
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Notes to Condensed Consolidated Financial Statements (continued)

8.7. STOCKHOLDERS' EQUITY
A reconciliation of stockholders' equity is presented below:
Shares of
Common
Stock
Common StockAdditional
Paid-in-
Capital
Retained Earnings / (Accumulated Deficit)Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders'
Equity
Shares of
Common
Stock
Common StockAdditional
Paid-in-
Capital
Retained Earnings / (Accumulated Deficit)Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders'
Equity
(millions, except per share data)(millions, except per share data)
Balance at June 29, 2019286.8 $2.9 $3,302.1 $291.6 $(83.2)$3,513.4 
Net income (loss)— — — 20.0 — 20.0 
Other comprehensive income (loss)— — — — (12.8)(12.8)
Shares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxes1.0 — (14.5)— — (14.5)
Share-based compensation— — 26.8 — — 26.8 
Repurchase of common stock(11.9)(0.1)— (299.9)— (300.0)
Dividends declared ($0.3375 per share)— — — (97.1)— (97.1)
Cumulative adjustment from adoption of new accounting standard— — — (48.9)— (48.9)
Balance at September 28, 2019275.9 $2.8 $3,314.4 $(134.3)$(96.0)$3,086.9 
Balance at June 27, 2020Balance at June 27, 2020276.2 $2.8 $3,358.5 $(992.7)$(92.2)$2,276.4 
Net income (loss)Net income (loss)— — — 298.8 — 298.8 Net income (loss)— — — 231.7 — 231.7 
Other comprehensive income (loss)Other comprehensive income (loss)— — — — 11.0 11.0 Other comprehensive income (loss)— — — — 15.7 15.7 
Shares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxesShares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxes0.1 — 2.1 — — 2.1 Shares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxes1.2 — (8.3)— — (8.3)
Share-based compensationShare-based compensation— — 16.8 — — 16.8 Share-based compensation— — 14.6 — — 14.6 
Dividends declared ($0.3375 per share)— — — (93.2)— (93.2)
Balance at December 28, 2019276.0 $2.8 $3,333.3 $71.3 $(85.0)$3,322.4 
Balance at September 26, 2020Balance at September 26, 2020277.4 $2.8 $3,364.8 $(761.0)$(76.5)$2,530.1 
Net income (loss)Net income (loss)— — — 311.0 — 311.0 
Other comprehensive income (loss)Other comprehensive income (loss)— — — — 26.1 26.1 
Shares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxesShares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxes0.4 — 6.1 — — 6.1 
Share-based compensationShare-based compensation— — 17.4 — — 17.4 
Balance at December 26, 2020Balance at December 26, 2020277.8 $2.8 $3,388.3 $(450.0)$(50.4)$2,890.7 
Net income (loss)Net income (loss)— — — (677.1)— (677.1)Net income (loss)— — — 91.7 — 91.7 
Other comprehensive incomeOther comprehensive income— — — — (11.7)(11.7)Other comprehensive income— — — — (21.4)(21.4)
Shares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxesShares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxes0.1 — (0.5)— — (0.5)Shares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxes1.0 — 32.9 — — 32.9 
Share-based compensationShare-based compensation— — 13.2 — — 13.2 Share-based compensation— — 21.1 — — 21.1 
Dividends declared ($0.3375 per share)— — — (93.2)— (93.2)
Balance at March 28, 2020276.1 $2.8 $3,346.0 $(699.0)$(96.7)$2,553.1 
Balance at March 27, 2021Balance at March 27, 2021278.8 $2.8 $3,442.3 $(358.3)$(71.8)$3,015.0 
1311

TAPESTRY, INC.
 
Notes to Condensed Consolidated Financial Statements (continued)
Shares of
Common
Stock
Common StockAdditional
Paid-in-
Capital
Retained Earnings / (Accumulated Deficit)Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders'
Equity
Shares of
Common
Stock
Common StockAdditional
Paid-in-
Capital
Retained Earnings / (Accumulated Deficit)Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders'
Equity
(millions, except per share data)
(millions, except per share data)
Balance at June 27, 2020276.2 $2.8 $3,358.5 $(992.7)$(92.2)$2,276.4 
Balance at July 3, 2021Balance at July 3, 2021279.5 $2.8 $3,487.0 $(158.5)$(72.0)$3,259.3 
Net income (loss)Net income (loss)   231.7  231.7 Net income (loss)   226.9  226.9 
Other comprehensive income (loss)Other comprehensive income (loss)    15.7 15.7 Other comprehensive income (loss)    (10.1)(10.1)
Shares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxesShares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxes1.2  (8.3)  (8.3)Shares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxes1.6  (26.4)  (26.4)
Share-based compensationShare-based compensation  14.6   14.6 Share-based compensation  19.9   19.9 
Repurchase of common stockRepurchase of common stock(6.1)  (250.0) (250.0)
Dividends declared ($0.25 per share)Dividends declared ($0.25 per share)   (69.6) (69.6)
Balance at September 26, 2020277.4 $2.8 $3,364.8 $(761.0)$(76.5)$2,530.1 
Balance at October 2, 2021Balance at October 2, 2021275.0 $2.8 $3,480.5 $(251.2)$(82.1)$3,150.0 
Net income (loss)Net income (loss)   311.0  311.0 Net income (loss)   317.9  317.9 
Other comprehensive income (loss)Other comprehensive income (loss)    26.1 26.1 Other comprehensive income (loss)    (13.6)(13.6)
Shares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxesShares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxes0.4  6.1   6.1 Shares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxes0.7  19.0   19.0 
Share-based compensationShare-based compensation  17.4   17.4 Share-based compensation  22.0   22.0 
Repurchase and retirement of common stockRepurchase and retirement of common stock(11.7)(0.2) (499.8) (500.0)
Dividends declared ($0.25 per share)Dividends declared ($0.25 per share)   (67.9) (67.9)
Balance at December 26, 2020277.8 $2.8 $3,388.3 $(450.0)$(50.4)$2,890.7 
Balance at January 1, 2022Balance at January 1, 2022264.0 $2.6 $3,521.5 $(501.0)$(95.7)$2,927.4 
Net income (loss)Net income (loss)   91.7  91.7 Net income (loss)   122.7  122.7 
Other comprehensive income (loss)Other comprehensive income (loss)    (21.4)(21.4)Other comprehensive income (loss)    (22.0)(22.0)
Shares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxesShares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxes1.0  32.9   32.9 Shares issued, pursuant to stock-based compensation arrangements, net of shares withheld for taxes1.3  49.0   49.0 
Share-based compensationShare-based compensation  21.1   21.1 Share-based compensation  23.0   23.0 
Balance at March 27, 2021278.8 $2.8 $3,442.3 $(358.3)$(71.8)$3,015.0 
Repurchase and retirement of common stockRepurchase and retirement of common stock(13.5)(0.1) (499.7) (499.8)
Dividends declared ($0.25 per share)Dividends declared ($0.25 per share)   (65.3) (65.3)
Balance at April 2, 2022Balance at April 2, 2022251.8 $2.5 $3,593.5 $(943.3)$(117.7)$2,535.0 
12

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
The components of accumulated other comprehensive income (loss) ("AOCI"), as of the dates indicated, are as follows:
Unrealized Gains (Losses) on Cash
Flow
Hedging Derivatives(1)
Unrealized Gains
(Losses) on Available-
for-Sale Investments
Cumulative
Translation
Adjustment
OtherTotal
Unrealized Gains (Losses) on Cash
Flow
Hedging Derivatives(1)
Unrealized Gains
(Losses) on Available-
for-Sale Investments
Cumulative
Translation
Adjustment
Total
(millions)
Balances at June 29, 2019$(4.5)$(0.5)$(79.9)$1.7 $(83.2)
Other comprehensive income (loss) before reclassifications(1.7)(18.3)(20.0)
Less: amounts reclassified from accumulated other comprehensive income to earnings(8.2)1.7 (6.5)
Net current-period other comprehensive income (loss)6.5 (18.3)(1.7)(13.5)
Balances at March 28, 2020$2.0 $(0.5)$(98.2)$$(96.7)
(millions)
Balances at June 27, 2020Balances at June 27, 2020$1.1 $0 $(93.3)$0 $(92.2)Balances at June 27, 2020$1.1 $— $(93.3)$(92.2)
Other comprehensive income (loss) before reclassificationsOther comprehensive income (loss) before reclassifications(6.1)0 23.5 0 17.4 Other comprehensive income (loss) before reclassifications(6.1)— 23.5 17.4 
Less: amounts reclassified from accumulated other comprehensive income to earningsLess: amounts reclassified from accumulated other comprehensive income to earnings(3.0)0 0 0 (3.0)Less: amounts reclassified from accumulated other comprehensive income to earnings(3.0)— — (3.0)
Net current-period other comprehensive income (loss)Net current-period other comprehensive income (loss)(3.1)0 23.5 0 20.4 Net current-period other comprehensive income (loss)(3.1)— 23.5 20.4 
Balances at March 27, 2021Balances at March 27, 2021$(2.0)$0 $(69.8)$0 $(71.8)Balances at March 27, 2021$(2.0)$— $(69.8)$(71.8)
Balances at July 3, 2021Balances at July 3, 2021$(0.7)$ $(71.3)$(72.0)
Other comprehensive income (loss) before reclassificationsOther comprehensive income (loss) before reclassifications(2.4)(0.9)(44.2)(47.5)
Less: amounts reclassified from accumulated other comprehensive income to earningsLess: amounts reclassified from accumulated other comprehensive income to earnings(1.8)  (1.8)
Net current-period other comprehensive income (loss)Net current-period other comprehensive income (loss)(0.6)(0.9)(44.2)(45.7)
Balances at April 2, 2022Balances at April 2, 2022$(1.3)$(0.9)$(115.5)$(117.7)
(1)    The ending balances of AOCI related to cash flow hedges are net of tax of $0.3$0.6 million and ($0.4)$0.3 million as of April 2, 2022 and March 27, 2021, and March 28, 2020, respectively. The amounts reclassified from AOCI are net of tax of $0.6 million and less than $0.1 million and$4.1 million as of April 2, 2022 and March 27, 2021, and March 28, 2020, respectively.
14

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
9.8. LEASES
The Company leases retail space, office space, warehouse facilities, distributionfulfillment centers, storage space, machinery, equipment and certain other items under operating leases. The Company's leases have initial terms ranging from 1 to 20 years and may have renewal or early termination options ranging from 1 to 10 years. These leases may also include rent escalation clauses or lease incentives in the form of construction allowances and rent reduction.incentives. In determining the lease term used in the lease right-of-use ("ROU") asset and lease liability calculations, the Company considers various factors such as market conditions and the terms of any renewal or termination options that may exist. When deemed reasonably certain, the renewal and termination options are included in the determination of the lease term and calculation of the lease ROU asset and lease liability. The Company is typically required to make fixed minimum rent payments, variable rent payments primarily based on performance (i.e., percentage-of-sales-based payments), or a combination thereof, directly related to its ROU asset. The Company is also often required, by the lease, to pay for certain other costs including real estate taxes, insurance, common area maintenance fees, and/or certain other costs, which may be fixed or variable, depending upon the terms of the respective lease agreement. To the extent these payments are fixed, the Company has included them in calculating the lease ROU assets and lease liabilities.
The Company calculates lease ROU assets and lease liabilities as the present value of fixed lease payments over the reasonably certain lease term beginning at the commencement date. The Company is required to use the implicit rate to determine the present value of lease payments. As the rate implicit in the Company's leases is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of lease payments. The incremental borrowing rate is based on the information available at the lease commencement date, including the lease term, currency, country, Company specific risk premiumCompany's credit rating, credit spread and adjustments for collateral.the impact of collateral, lease tenors, economic environment and currency.
For operating leases, fixed lease payments are recognized as operating lease cost on a straight-line basis over the lease term. For finance leases and impaired operating leases, the ROU asset is depreciated on a straight-line basis over the remaining lease term, along with recognition of interest expense associated with accretion of the lease liability. For leases with a lease term of 12 months or less ("short-term lease"), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the Condensed Consolidated Balance Sheets. Variable lease cost for both operating and finance leases, if any, is recognized as incurred.
13

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
The Company acts as sublessor in certain leasing arrangements, primarily related to a sublease of a portion the Company's leased headquarters space as well as certain retail locations. Fixed sublease payments received are recognized on a straight-line basis over the sublease term.
ROU assets, along with any other related long-lived assets, are periodically evaluated for impairment.
















15

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
The following table summarizes the ROU assets and lease liabilities recorded on the Company's Condensed Consolidated Balance Sheets as of March 27, 2021April 2, 2022 and June 27, 2020:July 3, 2021:
March 27,
2021
June 27,
2020
Location Recorded on Balance SheetApril 2,
2022
July 3,
2021
Location Recorded on Balance Sheet
(millions)(millions)
Assets:Assets:Assets:
Operating leasesOperating leases$1,555.2 $1,757.0 Operating lease right-of-use assetsOperating leases$1,359.7 $1,496.6 Operating lease right-of-use assets
Finance leasesFinance leases2.7 3.3 Property and equipment, netFinance leases2.1 2.6 Property and equipment, net
Total lease assetsTotal lease assets$1,557.9 $1,760.3 Total lease assets$1,361.8 $1,499.2 
Liabilities:Liabilities:Liabilities:
Operating leases:Operating leases:Operating leases:
Current lease liabilitiesCurrent lease liabilities$354.6 $388.8 Current lease liabilitiesCurrent lease liabilities$306.7 $319.4 Current lease liabilities
Long-term lease liabilitiesLong-term lease liabilities1,576.3 1,799.8 Long-term lease liabilitiesLong-term lease liabilities1,356.2 1,525.9 Long-term lease liabilities
Total operating lease liabilitiesTotal operating lease liabilities$1,930.9 $2,188.6 Total operating lease liabilities$1,662.9 $1,845.3 
Finance leases:Finance leases:Finance leases:
Current lease liabilitiesCurrent lease liabilities$0.9 $0.9 Accrued liabilitiesCurrent lease liabilities$1.0 $1.0 Accrued liabilities
Long-term lease liabilitiesLong-term lease liabilities3.7 4.4 Other liabilitiesLong-term lease liabilities2.7 3.4 Other liabilities
Total finance lease liabilitiesTotal finance lease liabilities$4.6 $5.3 Total finance lease liabilities$3.7 $4.4 
Total lease liabilitiesTotal lease liabilities$1,935.5 $2,193.9 Total lease liabilities$1,666.6 $1,849.7 
The following table summarizes the composition of net lease costs, primarily recorded within SG&A expenses on the Company's Condensed Consolidated Statements of Operations for the three and nine months April 2, 2022 and March 27, 2021 and March 28, 2020:2021:
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
March 27, 2021March 28, 2020March 27, 2021March 28, 2020April 2, 2022March 27, 2021April 2, 2022March 27, 2021
(millions)(millions)
Finance lease cost:Finance lease cost:Finance lease cost:
Amortization of right-of-use assetsAmortization of right-of-use assets$0.2 $0.2 $0.6 $0.6 Amortization of right-of-use assets$0.2 $0.2 $0.7 $0.6 
Interest on lease liabilities(1)
Interest on lease liabilities(1)
0.1 0.2 0.4 0.5 
Interest on lease liabilities(1)
0.1 0.1 0.3 0.4 
Total finance lease costTotal finance lease cost0.3 0.4 1.0 1.1 Total finance lease cost0.3 0.3 1.0 1.0 
Operating lease costOperating lease cost87.3 107.3 263.2 324.6 Operating lease cost83.7 87.3 254.4 263.2 
Short-term lease costShort-term lease cost24.6 3.5 37.7 7.1 Short-term lease cost5.0 24.6 14.6 37.7 
Variable lease cost(2)
Variable lease cost(2)
32.6 39.6 89.9 151.7 
Variable lease cost(2)
45.8 32.6 144.6 89.9 
Operating lease right-of-use impairmentOperating lease right-of-use impairment46.2 27.9 48.3 63.7 Operating lease right-of-use impairment 46.2  48.3 
Less: sublease incomeLess: sublease income(6.0)(4.5)(15.2)(15.2)Less: sublease income(5.1)(6.0)(15.2)(15.2)
Total net lease costTotal net lease cost$185.0 $174.2 $424.9 $533.0 Total net lease cost$129.7 $185.0 $399.4 $424.9 
(1)    Interest on lease liabilities is recorded within Interest expense, net on the Company's Condensed Consolidated Statement of Operations.
(2)    Rent concessions negotiated related to Covid-19 are recorded in variable lease expense.
1614

TAPESTRY, INC.
 
Notes to Condensed Consolidated Financial Statements (continued)
The following table summarizes certain cash flow information related to the Company's leases for the nine months April 2, 2022 and March 27, 2021 and March 28, 2020:2021:
Nine Months EndedNine Months Ended
March 27, 2021March 28,
2020
April 2, 2022March 27,
2021
(millions)(millions)
Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leasesOperating cash flows from operating leases$376.8 $322.8 Operating cash flows from operating leases$321.1 $376.8 
Operating cash flows from finance leasesOperating cash flows from finance leases0.4 0.5 Operating cash flows from finance leases0.3 0.4 
Financing cash flows from finance leasesFinancing cash flows from finance leases0.6 0.6 Financing cash flows from finance leases0.7 0.6 
Non-cash transactions:Non-cash transactions:Non-cash transactions:
Right-of-use assets obtained in exchange for operating lease liabilitiesRight-of-use assets obtained in exchange for operating lease liabilities49.0 184.7 Right-of-use assets obtained in exchange for operating lease liabilities102.1 49.0 
Right-of-use assets obtained in exchange for finance lease liabilities0 
Additionally, the Company did not havehad approximately $151.2 million of future payment obligations related to executed lease agreements for which the related lease hashad not yet commenced as of March 27, 2021.April 2, 2022. This obligation primarily relates to a lease agreement for a fulfillment center to be located in Las Vegas, Nevada.
10.9. EARNINGS PER SHARE
Basic net income per share is calculated by dividing net income by the weighted-average number of shares outstanding during the period. Diluted net income per share is calculated similarly but includes potential dilution from the exercise of stock options and restricted stock units and any other potentially dilutive instruments, only in the periods in which such effects are dilutive under the treasury stock method.
The following is a reconciliation of the weighted-average shares outstanding and calculation of basic and diluted earnings per share:
Three Months EndedNine Months Ended Three Months EndedNine Months Ended
March 27,
2021
March 28,
2020
March 27,
2021
March 28,
2020
April 2,
2022
March 27,
2021
April 2,
2022
March 27,
2021
(millions, except per share data)(millions, except per share data)
Net income (loss)Net income (loss)$91.7 $(677.1)$634.4 $(358.3)Net income (loss)$122.7 $91.7 $667.5 $634.4 
Weighted-average basic sharesWeighted-average basic shares278.2 276.1 277.5 279.4 Weighted-average basic shares259.9 278.2 269.7 277.5 
Dilutive securities:Dilutive securities:    Dilutive securities:    
Effect of dilutive securities(1)
Effect of dilutive securities(1)
7.4 4.0 
Effect of dilutive securities(1)
5.6 7.4 6.2 4.0 
Weighted-average diluted sharesWeighted-average diluted shares285.6 276.1 281.5 279.4 Weighted-average diluted shares265.5 285.6 275.9 281.5 
Net income per share:    
Net income (loss) per share:Net income (loss) per share:    
BasicBasic$0.33 $(2.45)$2.29 $(1.28)Basic$0.47 $0.33 $2.47 $2.29 
DilutedDiluted$0.32 $(2.45)$2.25 $(1.28)Diluted$0.46 $0.32 $2.42 $2.25 
15

TAPESTRY, INC.
(1)    There was 0 dilutive effect for the three and nine months ended March 28, 2020 as the impact of these items would be anti-dilutive as a result of the net loss incurred during the period.
Notes to Condensed Consolidated Financial Statements (continued)
Earnings per share amounts have been calculated based on unrounded numbers. Options to purchase shares of the Company's common stock at an exercise price greater than the average market price of the common stock during the reporting period are anti-dilutive and therefore not included in the computation of diluted net income (loss) per common share. In addition, the Company has outstanding restricted stock unit awards that are issuable only upon the achievement of certain performance goals. Performance-based restricted stock unit awards are included in the computation of diluted shares only to the extent that the underlying performance conditions and any applicable market condition modifiers (i) are satisfied as of the end of the reporting period or (ii) would be considered satisfied if
17

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
the end of the reporting period were the end of the related contingency period and the result would be dilutive under the treasury stock method. As of April 2, 2022 and March 27, 2021, and March 28, 2020, there were 8.76.4 million and 17.68.7 million, respectively, of additional shares issuable upon exercise of anti-dilutive options and contingent vesting of performance-based restricted stock unit awards, which were excluded from the diluted share calculations.
11.10. SHARE-BASED COMPENSATION
The following table shows the share-based compensation expense and the related tax benefits recognized in the Company's Condensed Consolidated Statements of Operations for the periods indicated: 
Three Months EndedNine Months Ended Three Months EndedNine Months Ended
March 27,
2021
March 28,
2020
March 27,
2021
March 28,
2020
April 2,
2022
March 27,
2021
April 2,
2022
March 27,
2021
(millions)(millions)
Share-based compensation expense(1)
Share-based compensation expense(1)
$21.1 $13.2 $53.1 $56.8 
Share-based compensation expense(1)
$23.0 $21.1 $64.9 $53.1 
Income tax benefit related to share-based compensation expenseIncome tax benefit related to share-based compensation expense4.2 2.9 10.0 11.8 Income tax benefit related to share-based compensation expense4.4 4.2 12.4 10.0 
(1)    During the three and nine months ended April 2, 2022, the company incurred $3.4 million and $11.8 million of share-based compensation expense related to its Acceleration Program. During the three and nine months ended March 27, 2021, the Company incurred $3.3 million and $6.4 million of share-based compensation expense related to its Acceleration Program. During the three and nine months ended March 28, 2020, the Company incurred $0.0 million and $9.8 million of share-based compensation expense related to its organization-related and integration activities, respectively.
Stock Options
A summary of stock option activity during the nine months ended March 27, 2021April 2, 2022 is as follows:
 Number of
Options
Outstanding
(millions)
Outstanding at June 27, 2020July 3, 202115.013.3 
Granted1.50.7 
Exercised(1.2)(2.1)
Forfeited or expired(1.3)(1.8)
Outstanding at March 27, 2021April 2, 202214.010.1 
The weighted-average grant-date fair value of options granted during the nine months ended April 2, 2022 and March 27, 2021 was $13.94 and March 28, 2020 was $7.09, and $3.83, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model and the following weighted-average assumptions:
March 27,
2021
March 28,
2020
April 2,
2022
March 27,
2021
Expected term (years)Expected term (years)5.15.1Expected term (years)5.05.1
Expected volatilityExpected volatility48.8 %37.6 %Expected volatility46.9 %48.8 %
Risk-free interest rateRisk-free interest rate0.3 %1.5 %Risk-free interest rate0.8 %0.3 %
Dividend yieldDividend yield0 %6.4 %Dividend yield2.4 %— %
1816

TAPESTRY, INC.
 
Notes to Condensed Consolidated Financial Statements (continued)
Service-based Restricted Stock Unit Awards ("RSUs")
A summary of service-based RSU activity during the nine months ended March 27, 2021April 2, 2022 is as follows:
 Number of
Non-vested RSUs
(millions)
Non-vested at June 27, 2020July 3, 20214.97.3 
Granted4.71.8 
Vested(1.6)(2.2)
Forfeited(0.5)(0.4)
Non-vested at March 27, 2021April 2, 20227.56.5 
The weighted-average grant-date fair value of share awards granted during the nine months ended April 2, 2022 and March 27, 2021 was $42.00 and March 28, 2020 was $15.96, and $21.34, respectively.
Performance-based Restricted Stock Unit Awards ("PRSUs")
A summary of PRSU activity during the nine months ended March 27, 2021April 2, 2022 is as follows:
 Number of
Non-vested PRSUs
(millions)
Non-vested at June 27, 2020July 3, 20210.81.0 
Granted0.90.3 
Change due to performance condition achievement0(0.1)
Vested(0.2)
Forfeited(0.1)
Non-vested at March 27, 2021April 2, 20221.41.2 
The PRSU awards included in the non-vested amount are based on certain Company-specific financial metrics. The effect of the change due to performance condition on the non-vested amount is recognized at the conclusion of the performance period, which may differ from the date on which the award vests.
The weighted-average grant-date fair value per share of PRSU awards granted during the nine months ended April 2, 2022 and March 27, 2021 was $42.12 and March 28, 2020 was $16.71, and $21.30, respectively.
1917

TAPESTRY, INC.
 
Notes to Condensed Consolidated Financial Statements (continued)
12.11. DEBT
The following table summarizes the components of the Company’s outstanding debt:
March 27,
2021
June 27,
2020
April 2,
2022
July 3,
2021
(millions)(millions)
Current debt:Current debt:Current debt:
Revolving Credit Facility$0 $700.0 
Note Payable0 11.5 
3.000% Senior Notes due 20223.000% Senior Notes due 2022$400.0 $— 
Total current debtTotal current debt$0 $711.5 Total current debt$400.0 $— 
Long-term debt:Long-term debt:Long-term debt:
3.050% Senior Notes due 20323.050% Senior Notes due 2032$500.0 $— 
4.125% Senior Notes due 20274.125% Senior Notes due 2027396.6 600.0 
3.000% Senior Notes due 20223.000% Senior Notes due 2022 400.0 
4.250% Senior Notes due 20254.250% Senior Notes due 2025$600.0 $600.0 4.250% Senior Notes due 2025303.4 600.0 
3.000% Senior Notes due 2022400.0 400.0 
4.125% Senior Notes due 2027600.0 600.0 
Total long-term debtTotal long-term debt1,600.0 1,600.0 Total long-term debt1,200.0 1,600.0 
Less: Unamortized discount and debt issuance costs on Senior NotesLess: Unamortized discount and debt issuance costs on Senior Notes(10.0)(12.1)Less: Unamortized discount and debt issuance costs on Senior Notes(10.2)(9.3)
Total long-term debt, netTotal long-term debt, net$1,590.0 $1,587.9 Total long-term debt, net$1,189.8 $1,590.7 
During the three and nine months ended April 2, 2022, the Company recognized interest expense related to its debt of $15.3 million and $48.4 million, respectively. During the three and nine months ended March 27, 2021, the Company recognized interest expense related to its debt of $17.3 million and $56.6 million, respectively. During
3.050% Senior Notes due 2032
On December 1, 2021, the three-monthCompany issued $500.0 million aggregate principal amount of 3.050% senior unsecured notes due March 15, 2032 at 99.705% of par (the "2032 Senior Notes"). Interest is payable semi-annually on March 15 and nine-month periods endedSeptember 15 beginning March 28, 2020,15, 2022. Prior to December 15, 2031 (the date that is three months prior to the scheduled maturity date), the Company may redeem the 2032 Senior Notes in whole or in part, at its option at any time or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2032 Senior Notes to be redeemed or (2) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would have been payable in respect of the 2032 Senior Notes calculated as if the maturity date of the 2032 Senior Notes was December 15, 2031 (not including any portion of payments of interest accrued to the date of redemption), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined in the Prospectus Supplement) plus 25 basis points, plus, in the case of each of (1) and (2), accrued and unpaid interest to the redemption date.
Cash Tender Offer
In the second quarter of fiscal 2022, the proceeds from the 2032 Senior Notes were utilized to complete a cash tender offer of $203.4 million and $296.6 million of the outstanding aggregate principal amount of the Company's 2027 Senior Notes (defined below under "4.125% Senior Notes due 2027") and 2025 Senior Notes (defined below under "4.250% Senior Notes due 2025"), respectively. As a result of these cash tender offers completed prior to their scheduled maturities, the transactions were subject to a premium of $22.4 million and $26.8 million for the 2027 Senior Notes and 2025 Senior Notes, respectively. Additionally, the Company recognized interest expense related to its$4.5 million of debt issuance costs, tender fees, and unamortized original discount in connection with the transaction. These premiums and costs, which totaled $53.7 million, were recorded as a pre-tax debt extinguishment charge during the second quarter of $16.7 million and $50.2 million, respectively.
Revolving Credit Facility
On October 24, 2019, the Company entered into a definitive credit agreement whereby Bank of America, N.A., as administrative agent, the other agents party thereto, and a syndicate of banks and financial institutions have made availablefiscal 2022. Refer to the Company a $900.0 million revolving credit facility, including sub-facilitiesfirst nine months of fiscal 2022, "GAAP to Non-GAAP Reconciliation," in Item 2. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for letters of credit, with a maturity date of October 24, 2024. The Revolving Credit Facility may be used to finance the working capital needs, capital expenditures, permitted investments, share purchases, dividends and other general corporate purposes of the Company and its subsidiaries (which may include commercial paper back-up). Letters of credit and swing line loans may be issued under the Revolving Credit Facility as described below.
Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to, at the Borrowers’ option, either (a) an alternate base rate (which is a rate equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1% or (iii) the Adjusted LIBO Rate for a one month Interest Period on such day plus 1% or (b) a rate based on the rates applicable for deposits in the interbank market for U.S. Dollars or the applicable currency in which the loans are made plus, in each case, an applicable margin. The applicable margin will be determined by reference to a grid, as defined in the Credit Agreement, based on the ratio of (a) consolidated debt plus operating lease liabilityto (b) consolidated EBITDAR. Additionally, the Company pays a commitment fee at a rate determined by the reference to the aforementioned pricing grid.
On May 19, 2020, the Company entered into Amendment No. 1 (the “Amendment”) to the Revolving Credit Facility under the terms of the Amendment, during the period from the Effective Date until October 2, 2021, the Company must maintain available liquidity of $700 million (with available liquidity defined as the sum of unrestricted cash and cash equivalents and available commitments under credit facilities, including the Revolving Credit Facility). Following the period from the Effective Date until the compliance certificate is delivered for the fiscal quarter ending July 3, 2021 (the “Covenant Relief Period”), the Company must comply on a quarterly basis with a maximum net leverage ratio of 4.0 to 1.0. In addition, the Amendment provides that during the Covenant Relief Period, if any two of the Company’s three credit ratings are non-investment grade, the Revolving Credit Facility will be guaranteed by the Company’s material domestic subsidiaries and will be subject to liens on accounts receivable, inventory and intellectual property, in each case subject to customary exceptions. The Amendment also contains negative covenants that limit the ability of the Company and its subsidiaries to, among other things, incur certain debt, incur certain liens, dispose of assets, make investments, loans or advances, and engage in share buybacks during the Covenant Relief Period. An increased interest rate will be applicable during the Covenant Relief Period when the Company’s gross leverage ratio exceeds 4.0 to 1.0. The $900 million aggregate commitment amount under the revolving credit facility remains unchanged. There were 0 outstanding borrowings on the Revolving Credit Facility as of March 27, 2021.additional information.
2018

TAPESTRY, INC.
 
Notes to Condensed Consolidated Financial Statements (continued)
4.125% Senior Notes due 2027
On June 20, 2017, the Company issued $600.0 million aggregate principal amount of 4.125% senior unsecured notes due July 15, 2027 at 99.858% of par (the "2027 Senior Notes"). Interest is payable semi-annually on January 15 and July 15 beginning January 15, 2018. Prior to April 15, 2027 (the date that is three months prior to the scheduled maturity date), the Company may redeem the 2027 Senior Notes in whole or in part, at its option at any time or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2027 Senior Notes to be redeemed or (2) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would have been payable in respect of the 2027 Senior Notes calculated as if the maturity date of the 2027 Senior Notes was April 15, 2027 (not including any portion of payments of interest accrued to the date of redemption), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined in the Prospectus Supplement) plus 30 basis points, plus, in the case of each of (1) and (2), accrued and unpaid interest to the redemption date. On December 1, 2021, the Company completed a cash tender offer for $203.4 million of the outstanding aggregate principal amount of its 2027 Senior Notes.
3.000% Senior Notes due 2022
On June 20, 2017, the Company issued $400.0 million aggregate principal amount of 3.000% senior unsecured notes due July 15, 2022 at 99.505% of par (the "2022 Senior Notes"). Interest is payable semi-annually on January 15 and July 15 beginning January 15, 2018. Prior to June 15, 2022 (one month prior to the scheduled maturity date), the Company may redeem the 2022 Senior Notes in whole or in part, at its option at any time or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2022 Senior Notes to be redeemed or (2) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would have been payable in respect of the 2022 Senior Notes calculated as if the maturity date of the 2022 Senior Notes was June 15, 2022 (not including any portion of payments of interest accrued to the date of redemption), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined in the Prospectus Supplement) plus 25 basis points, plus, in the case of each of (1) and (2), accrued and unpaid interest to the redemption date.
4.250% Senior Notes due 2025
On March 2, 2015, the Company issued $600.0 million aggregate principal amount of 4.250% senior unsecured notes due April 1, 2025 at 99.445% of par (the “2025 Senior Notes”). Interest is payable semi-annually on April 1 and October 1 beginning October 1, 2015. Prior to January 1, 2025 (90 days prior to the scheduled maturity date), the Company may redeem the 2025 Senior Notes in whole or in part, at its option at any time or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2025 Senior Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would have been payable in respect of the 2025 Senior Notes calculated as if the maturity date of the 2025 Senior Notes was January 1, 2025 (not including any portion of payments of interest accrued to the date of redemption), discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate (as defined in the indenture for the 2025 Senior Notes) plus 35 basis points, plus, in the case of each of (1) and (2), accrued and unpaid interest to the redemption date. On and after January 1, 2025 (90 days prior to the scheduled maturity date), the Company may redeem the 2025 Senior Notes in whole or in part, at its option at any time or from time to time, at a redemption price equal to 100% of the principal amount of the 2025 Senior Notes to be redeemed, plus accrued and unpaid interest to the redemption date.
3.000% Senior Notes due 2022
On June 20, 2017,December 1, 2021, the Company issued $400.0completed a cash tender offer for $296.6 million of the outstanding aggregate principal amount of 3.000% senior unsecured notes due July 15, 2022 at 99.505% of par (the "2022its 2025 Senior Notes"). Interest is payable semi-annually on January 15 and July 15 beginning January 15, 2018. Prior to June 15, 2022 (one month prior to the scheduled maturity date), the Company may redeem the 2022 Senior Notes in whole or in part, at its option at any time or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2022 Senior Notes to be redeemed or (2) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would have been payable in respect of the 2022 Senior Notes calculated as if the maturity date of the 2022 Senior Notes was June 15, 2022 (not including any portion of payments of interest accrued to the date of redemption), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined in the Prospectus Supplement) plus 25 basis points, plus, in the case of each of (1) and (2), accrued and unpaid interest to the redemption date.
4.125% Senior Notes due 2027
On June 20, 2017, the Company issued $600.0 million aggregate principal amount of 4.125% senior unsecured notes due July 15, 2027 at 99.858% of par (the "2027 Senior Notes"). Interest is payable semi-annually on January 15 and July 15 beginning January 15, 2018. Prior to April 15, 2027 (the date that is three months prior to the scheduled maturity date), the Company may redeem the 2027 Senior Notes in whole or in part, at its option at any time or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2027 Senior Notes to be redeemed or (2) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would have been payable in respect of the 2027 Senior Notes calculated as if the maturity date of the 2027 Senior Notes was April 15, 2027 (not including any portion of payments of interest accrued to the date of redemption), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined in the Prospectus Supplement) plus 30 basis points, plus, in the case of each of (1) and (2), accrued and unpaid interest to the redemption date.Notes.
At March 27, 2021,April 2, 2022, the fair value of the 2025,2032, 2027, 2022, and 20272025 Senior Notes was approximately $650.7$455.8 million, $409.8$401.6 million, $400.7 million, and $653.0$307.6 million, respectively, based on external pricing data, including available quoted market prices of these instruments, and consideration of comparable debt instruments with similar interest rates and trading frequency, among other factors, and is classified as a Level 2 measurement within the fair value hierarchy. At June 27, 2020,July 3, 2021, the fair value of the 2025,2027, 2022, and 20272025 Senior Notes was approximately $576.6$659.3 million, $393.4$407.4 million, and $565.0$651.9 million, respectively.
Note PayableRevolving Credit Facility
AsOn October 24, 2019, the Company entered into a resultdefinitive credit agreement whereby Bank of taking operational controlAmerica, N.A., as administrative agent, the other agents party thereto, and a syndicate of banks and financial institutions have made available to the Company a $900.0 million revolving credit facility ("Revolving Credit Facility"), including sub-facilities for letters of credit, with a maturity date of October 24, 2024. The Revolving Credit Facility may be used to finance the working capital needs, capital expenditures, permitted investments, share purchases, dividends and other general corporate purposes of the Kate Spade Joint VenturesCompany and its subsidiaries (which may include commercial paper back-up). Letters of credit and swing line loans may be issued under the Revolving Credit Facility as described below.
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TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to, at the Borrowers’ option, either (a) an alternate base rate (which is a rate equal to the greatest of (i) the Prime Rate in China,effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1% or (iii) the Adjusted LIBO Rate for a one month Interest Period on such day plus 1% or (b) a rate based on the rates applicable for deposits in the interbank market for U.S. Dollars or the applicable currency in which the loans are made plus, in each case, an applicable margin. The applicable margin will be determined by reference to a grid, as defined in the Credit Agreement, based on the ratio of (a) consolidated debt plus operating lease liability less excess cash above $300 million to (b) consolidated EBITDAR. Additionally, the Company had anpays a commitment fee at a rate determined by the reference to the aforementioned pricing grid.
On May 19, 2020 (the "Effective Date"), the Company entered into Amendment No. 1 (the “Amendment”) to the Revolving Credit Facility. Under the terms of the Amendment, during the period from the Effective Date until October 2, 2021, the Company maintained available liquidity of $700 million (with available liquidity defined as the sum of unrestricted cash and cash equivalents and available commitments under credit facilities, including the Revolving Credit Facility). This requirement, among others that the Company was subject to during the period from the Effective Date until the compliance certificate was delivered for the fiscal quarter ending July 3, 2021 (the “Covenant Relief Period”), has been fulfilled. Going forward, the Company must comply on a quarterly basis with a maximum net leverage ratio of 4.0 to 1.0. The $900 million aggregate commitment amount under the Revolving Credit Facility remained unchanged under the amendment. There were no outstanding Note Payable of $11.5 millionborrowings on the Revolving Credit Facility as of June 27, 2020,April 2, 2022.
Subsequent to the other partnerend of the Kate Spade Joint Ventures. Thethird quarter of fiscal 2022, the Company refinanced and replaced the Revolving Credit Facility by entering into a new revolving credit facility that (i) includes an increased revolving credit facility (the “New Revolving Credit Facility”) from $900.0 million to $1.25 billion, (ii) includes an unsecured $500.0 million Term Loan (the “Term Loan”) and (iii) redefines certain terms within the existing Revolving Credit Facility. Refer to Note Payable was fully repaid as of March 27, 2021.17, "Subsequent Events" for further information.
13.12. FAIR VALUE MEASUREMENTS
The Company categorizes its assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. The three levels of the hierarchy are defined as follows:
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TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities. 
Level 2 — Observable inputs other than quoted prices included in Level 1. Level 2 inputs include quoted prices for identical assets or liabilities in non-active markets, quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for substantially the full term of the asset or liability. 
Level 3 — Unobservable inputs reflecting management’s own assumptions about the input used in pricing the asset or liability. The Company does not have any Level 3 investments.
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TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
The following table shows the fair value measurements of the Company’s financial assets and liabilities at March 27, 2021April 2, 2022 and June 27, 2020:July 3, 2021:
Level 1Level 2 Level 1Level 2
March 27,
2021
June 27,
2020
March 27,
2021
June 27,
2020
April 2,
2022
July 3,
2021
April 2,
2022
July 3,
2021
(millions)(millions)
Assets:Assets:    Assets:    
Cash equivalents(1)
Cash equivalents(1)
$594.9 $569.4 $8.1 $0.3 
Cash equivalents(1)
$94.6 $662.0 $0.4 $0.4 
Short-term investments:
Short-term investments:
Short-term investments:
Time deposits(2)
Time deposits(2)
0 0.7 0.7 
Time deposits(2)
 — 0.7 0.7 
Commercial paper(2)
Commercial paper(2)
 — 81.9 — 
Government securities - U.S.(2)
Government securities - U.S.(2)
37.9 — 2.0 — 
Corporate debt securities - U.S.(2)
Corporate debt securities - U.S.(2)
 — 135.1 — 
OtherOther0 6.8 7.4 Other — 9.4 7.4 
Long-term investments:
Long-term investments:
Long-term investments:
OtherOther0 0.1 0.1 Other — 0.1 0.1 
Derivative assets:
Derivative assets:
Derivative assets:
Inventory-related instruments(3)
0 0.7 2.8 
Intercompany loan and payable hedges(3)
Intercompany loan and payable hedges(3)
0 1.2 0.1 
Intercompany loan and payable hedges(3)
 — 0.3 0.3 
Liabilities:Liabilities:    Liabilities:    
Derivative liabilities:
Derivative liabilities:
  
Derivative liabilities:
  
Inventory-related instruments(3)
Inventory-related instruments(3)
0 1.7 1.3 
Inventory-related instruments(3)
 — 1.6 1.2 
Intercompany loan and payable hedges(3)
Intercompany loan and payable hedges(3)
0 0.1 0.4 
Intercompany loan and payable hedges(3)
 — 0.2 — 
(1)Cash equivalents consist of money market funds and time deposits with maturities of three months or less at the date of purchase. Due to their short-term maturity, management believes that their carrying value approximates fair value.
(2)Short-term investments are recorded at fair value, which approximates their carrying value, and are primarily based upon quoted vendor or broker priced securities in active markets.
(3)The fair value of these hedges is primarily based on the forward curves of the specific indices upon which settlement is based and includes an adjustment for the counterparty’s or Company’s credit risk.
Refer to Note 12,11, "Debt," for the fair value of the Company's outstanding debt instruments.
Non-Financial Assets and Liabilities 
The Company’s non-financial instruments, which primarily consist of goodwill, intangible assets, right-of-use assets and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), non-financial instruments are assessed for impairment and, if applicable, written-down to and recorded at fair value, considering market participant assumptions.
DuringThere were no impairment charges recorded during the three and nine months ended March 28, 2020, the Company recorded a full impairment of $267.0 million to the Stuart Weitzman indefinite-lived brand intangibles, and a full impairment of $210.7 million to goodwill pertaining to the Stuart Weitzman reporting unit. Refer to Note 7, "Goodwill and Other Intangible Asset" for further information.

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TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
April 2, 2022. During the three and nine months ended March 27, 2021, the Company recorded $12.6 million of impairment charges to reduce the carrying amount of certain store assets within property and equipment, net to their estimated fair values. During the three and nine months ended March 27, 2021, the Company recorded $46.2 million and $48.3 million, respectively, of impairment charges to reduce the carrying amount of certain operating lease right-of-use assets to their estimated fair values.
During the three and nine months ended March 28, 2020, the Company recorded $46.7 million and $86.5 million of impairment charges to reduce the carrying amount of certain store assets within property and equipment, net to their estimated fair values. During the three and nine months ended March 28, 2020, the Company recorded $27.9 million and $63.7 million of impairment charges to reduce the carrying amount of certain operating lease right-of-use assets to their estimated fair values.
The fair value of store assets were determined based on Level 3 measurements. Inputs to these fair value measurements included estimates of the amounts and the timing of the stores' net future discounted cash flows based on historical experience, current trends and market conditions.
21
14.

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
13. INVESTMENTS
The following table summarizes the Company’s U.S. dollar-denominated investments, recorded within the Company's Condensed Consolidated Balance Sheets as of March 27, 2021April 2, 2022 and June 27, 2020:July 3, 2021:
March 27, 2021June 27, 2020April 2, 2022July 3, 2021
Short-termLong-termTotalShort-termLong-termTotalShort-termLong-termTotalShort-termLong-termTotal
(millions)(millions)
Available-for-sale investments:Available-for-sale investments:      
Commercial paper(1)
Commercial paper(1)
$81.9 $ $81.9 $— $— $— 
Government securities - U.S.(2)
Government securities - U.S.(2)
39.9  39.9 — — — 
Corporate debt securities - U.S.(2)
Corporate debt securities - U.S.(2)
135.1  135.1 — — — 
Available-for-sale investments, totalAvailable-for-sale investments, total$256.9 $ $256.9 $— $— $— 
Other:Other:  Other:  
Time deposits(1)
Time deposits(1)
$0.7 $ $0.7 $0.7 $— $0.7 
Time deposits(1)
$0.7 $ $0.7 $0.7 $— $0.7 
OtherOther6.8 0.1 6.9 7.4 0.1 7.5 Other9.4 0.1 9.5 7.4 0.1 7.5 
Total InvestmentsTotal Investments$7.5 $0.1 $7.6 $8.1 $0.1 $8.2 Total Investments$267.0 $0.1 $267.1 $8.1 $0.1 $8.2 
(1)These securities have original maturities greater than three months and are recorded at fair value.
(2)These securities as of April 2, 2022 have maturity dates during the 2022 calendar year and are recorded at fair value.
15.There were no material gross unrealized gains or losses on available-for-sale investments as of the periods ended April 2, 2022 and July 3, 2021.
14. INCOME TAXES
The Company's effective tax rate for the ninethree months ended April 2, 2022 was 19.2%, as compared to 3.8% for the three months ended March 27, 20212021. The Company's effective tax rate for the nine months ended April 2, 2022 was 3.1%18.5%, as compared to (10.8)%3.1% for the nine months ended March 28, 2020.27, 2021. The increase in effective tax rate for the current year was impacted by the geographic mix of earningsthree months and nine months ended April 2, 2022 is primarily due to the benefit from the net operating loss ("NOL"(“NOL”) carryback claim recognized under the Coronavirus Aid, Relief and Economic Security ("CARES"(“CARES”) Act during the nine months ended March 27, 2021. The negative effective tax rate recorded for the nine months ended March 28, 2020 was primarily attributable to tax expense being recorded on an overall operating loss for the period. Additionally, the effective tax rate for the nine months ended March 28, 2020 was impacted by certain trade name and goodwill impairments that were non-deductible for tax purposesin fiscal year 2021 and the decline in net sales from Covid-19. On March 27, 2020, H.R. 748, known as the CARES Act, was enacted. The provisionsgeographic mix of the Act most applicable to the Company are the modification to allow for a five-year carryback of net operating losses and the technical amendment allowing businesses to claim an immediate deduction for costs associated with qualified improvement property.earnings.
16.15. COMMITMENTS AND CONTINGENCIES
Letters of Credit
The Company had standby letters of credit, surety bonds and bank guarantees totaling $42.0$35.9 million and $33.3$40.5 million outstanding at March 27,April 2, 2022 and July 3, 2021, and June 27, 2020, respectively. The agreements, which expire at various dates through calendar 2025,2027, primarily collateralize the Company's obligation to third parties for duty, leases, insurance claims and materials used in product manufacturing. The Company pays certain fees with respect to these instruments that are issued.
Other
The Company had other contractual cash obligations as of March 27, 2021April 2, 2022 related to debt repayments. Refer to Note 12,11, "Debt," for further information.
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TAPESTRY, INC.
Notes Additionally, the Company had future payment obligations related to Condensed Consolidated Financial Statements (continued)
executed lease agreements for which the related lease had not yet commenced. Refer to Note 8, "Leases," for further information.
The Company is involved in various routine legal proceedings as both plaintiff and defendant incident to the ordinary course of its business, including proceedings to protect Tapestry's intellectual property rights, litigation instituted by persons alleged to have been injured by advertising claims or upon premises within the Company’s control, litigation involving contractual disputes, insurance claims and litigation with present or former employees.
As part of Tapestry Inc.’sTapestry’s policing program for its intellectual property rights, from time to time, the Company files lawsuits in the U.S. and abroad alleging acts of trademark counterfeiting, trademark infringement, patent infringement, trade dress infringement, copyright infringement, unfair competition, trademark dilution and/or state or foreign law claims. At any given point in time, Tapestry may have a number of such actions pending. These actions often result in seizure of counterfeit
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TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
merchandise and/or out of court settlements with defendants. From time to time, defendants will raise, either as affirmative defenses or as counterclaims, the invalidity or unenforceability of certain of Tapestry’s intellectual properties.
Although the Company’sCompany's litigation as a defendantdescribed above is routine and incidental to the conduct of Tapestry’s business, as well as for any business of its size, such litigation can result in large monetary awards, such as when a civil jury is allowed to determine compensatory and/or punitive damages.
The Company believes that the outcome of all such pending routine legal proceedings in the aggregate will not have a material effect on the Company's business or condensed consolidated financial statements.
In addition to such routine legal proceedings, a putative class action complaint was filed in the Delaware Court of Chancery on May 7, 2020, naming the former chief executive officer and director of Kate Spade & Company and the other former directors of Kate Spade & Company, which the Company acquired on July 11, 2017 (the “Acquisition”), as defendants, and captioned Butler v. Leavitt, et al., C.A. No. 2020-0343-JTL. The complaint asserted claims on behalf of former Kate Spade & Company shareholders alleging breaches of fiduciary duty in connection with the Acquisition, including with respect to the defendants’ decision to pursue the Acquisition and Kate Spade & Company’s disclosures to stockholders in connection with the Acquisition. Under the terms of the agreement pursuant to which the Company acquired Kate Spade & Company, the Company was required to indemnify the defendants under this claim. The Company filed a motion to dismiss the complaint with prejudice, which was granted by the Delaware Court of Chancery on February 9, 2021. The matter, which has been concluded, did not have a material effect on the Company’s business or condensed consolidated financial statements.
17.16. SEGMENT INFORMATION
The Company has 3 reportable segments:
Coach - Includes global sales of Coach brand 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.
Kate Spade - 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.
Stuart Weitzman - Includes global sales of Stuart Weitzman brand products to customers primarily through Stuart Weitzman operated stores, including the Internet,e-commerce sites, sales to wholesale customers and through numerous independent third party distributors.
In deciding how to allocate resources and assess performance, the Company's chief operating decision maker regularly evaluates the sales and operating income of these segments. Operating income is the gross margin of the segment less direct expenses of the segment.
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TAPESTRY, INC.
 
Notes to Condensed Consolidated Financial Statements (continued)
The following table summarizes segment performance for the three and nine months ended April 2, 2022 and March 27, 2021 and March 28, 2020:2021:
CoachKate
 Spade
Stuart Weitzman
Corporate(1)
TotalCoachKate
 Spade
Stuart Weitzman
Corporate(1)
Total
(millions)
Three Months Ended April 2, 2022Three Months Ended April 2, 2022     
Net salesNet sales$1,072.4 $301.5 $63.6 $ $1,437.5 
Gross profitGross profit780.0 189.4 35.7  1,005.1 
Operating income (loss)Operating income (loss)285.5 10.3 (6.3)(120.0)169.5 
Income (loss) before provision for income taxesIncome (loss) before provision for income taxes285.5 10.3 (6.3)(137.8)151.7 
Depreciation and amortization expense(2)
Depreciation and amortization expense(2)
19.2 9.7 2.1 17.5 48.5 
Additions to long-lived assets(3)
Additions to long-lived assets(3)
15.9 3.5 0.2 27.6 47.2 
(millions)
Three Months Ended March 27, 2021Three Months Ended March 27, 2021     Three Months Ended March 27, 2021     
Net salesNet sales$963.5 $252.4 $57.4 $0 $1,273.3 Net sales$963.5 $252.4 $57.4 $— $1,273.3 
Gross profitGross profit718.0 160.2 33.7 0 911.9 Gross profit718.0 160.2 33.7 — 911.9 
Operating income (loss)Operating income (loss)251.4 (8.7)(17.5)(108.5)116.7 Operating income (loss)251.4 (8.7)(17.5)(108.5)116.7 
Income (loss) before provision for income taxesIncome (loss) before provision for income taxes251.4 (8.7)(17.5)(129.8)95.4 Income (loss) before provision for income taxes251.4 (8.7)(17.5)(129.8)95.4 
Depreciation and amortization expense(3)
32.1 14.1 5.4 14.9 66.5 
Additions to long-lived assets(4)
5.4 0.8 0.9 12.1 19.2 
Depreciation and amortization expense(2)
Depreciation and amortization expense(2)
32.1 14.1 5.4 14.9 66.5 
Additions to long-lived assets(3)
Additions to long-lived assets(3)
5.4 0.8 0.9 12.1 19.2 
Three Months Ended March 28, 2020     
Nine Months Ended April 2, 2022Nine Months Ended April 2, 2022     
Net salesNet sales$772.5 $249.5 $50.7 $$1,072.7 Net sales$3,712.3 $1,101.4 $245.9 $ $5,059.6 
Gross profit(2)
475.7 122.5 18.0 616.2 
Gross profitGross profit2,689.2 696.6 145.4  3,531.2 
Operating income (loss)Operating income (loss)38.1 (91.3)(530.7)(101.6)(685.5)Operating income (loss)1,124.5 131.2 5.5 (333.9)927.3 
Income (loss) before provision for income taxesIncome (loss) before provision for income taxes38.1 (91.3)(530.7)(121.1)(705.0)Income (loss) before provision for income taxes1,124.5 131.2 5.5 (442.7)818.5 
Depreciation and amortization expense(3)
42.0 42.1 487.5 13.6 585.2 
Additions to long-lived assets(4)
21.5 19.2 3.0 7.0 50.7 
Depreciation and amortization expense(2)
Depreciation and amortization expense(2)
59.3 30.7 6.4 51.7 148.1 
Additions to long-lived assets(3)
Additions to long-lived assets(3)
46.4 10.2 1.3 61.0 118.9 
Nine Months Ended March 27, 2021Nine Months Ended March 27, 2021     Nine Months Ended March 27, 2021     
Net salesNet sales$3,064.2 $868.4 $198.3 $0 $4,130.9 Net sales$3,064.2 $868.4 $198.3 $— $4,130.9 
Gross profitGross profit2,251.0 547.4 117.4 0 2,915.8 Gross profit2,251.0 547.4 117.4 — 2,915.8 
Operating income (loss)Operating income (loss)933.4 73.3 (5.6)(292.8)708.3 Operating income (loss)933.4 73.3 (5.6)(292.8)708.3 
Income (loss) before provision for income taxesIncome (loss) before provision for income taxes933.4 73.3 (5.6)(346.0)655.1 Income (loss) before provision for income taxes933.4 73.3 (5.6)(346.0)655.1 
Depreciation and amortization expense(3)
80.4 35.8 10.8 42.2 169.2 
Additions to long-lived assets(4)
25.1 9.4 2.2 32.2 68.9 
Nine Months Ended March 28, 2020     
Net sales$3,008.3 $985.4 $252.9 $$4,246.6 
Gross profit(2)
2,030.6 576.4 133.4 2,740.4 
Operating income (loss)620.4 (30.6)(540.4)(320.2)(270.8)
Income (loss) before provision for income taxes620.4 (30.6)(540.4)(372.8)(323.4)
Depreciation and amortization expense(3)
121.1 84.1 505.2 39.8 750.2 
Additions to long-lived assets(4)
66.2 54.5 13.3 38.9 172.9 
Depreciation and amortization expense(2)
Depreciation and amortization expense(2)
80.4 35.8 10.8 42.2 169.2 
Additions to long-lived assets(3)
Additions to long-lived assets(3)
25.1 9.4 2.2 32.2 68.9 
(1)    Corporate, which is not a reportable segment, represents certain costs that are not directly attributable to a brand. These costs primarily include administration and certain costs for information systems expense.systems.
(2)Gross profit reflects charges recorded within Cost of sales of $61.9 million within the Coach segment, $32.3 million within the Kate Spade segment and $9.8 million within the Stuart Weitzman segment for the three and nine months ended March 28, 2020 as a result of establishing inventory reserves directly related to the expected impact of Covid-19 on the Company's future sales projections. The non-cash portion of these charges are presented within Impairment charges on the Condensed Consolidated Statement of Cash Flows.
(3)    Depreciation and amortization expense includes $1.7 million and $2.0 million of Acceleration Program costs for the three and nine months ended March 27, 2021 and $0.0 million and $0.2 million of integration costs recorded within the Kate Spade segment for the three and nine months ended March 28, 2020, respectively. Depreciation and amortization expense
25

TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
includes impairment charges of $11.9 million for Coach, $21.0 million for Kate Spade and $482.4 million for Stuart Weitzman for the three months ended March 28, 2020, as a result of impairment of Stuart Weitzman intangible assets as well as store impairments due to the Covid-19 pandemic. Depreciation and amortization expense includes impairment charges of $31.4 million for Coach, $33.0 million for Kate Spade and $490.7 million for Stuart Weitzman for the nine months ended March 28, 2020. Refer to Note 7, "Goodwill and Other Intangible Assets" and Note 13, "Fair Value Measurements," for further information.2021. Depreciation and amortization expense for the segments includes an allocation of expense related to assets which support multiple segments.
(4)(3)    Additions to long-lived assets for the reportable segments primarily includes store assets as well as assets that support a specific brand. Corporate additions include all other assets which include a combination ofincludes Corporate assets as well asand assets that may support all segments. As such, depreciation expense for these assets may be subsequently allocated to a reportable segment.Additionally, additions to long-lived assets include costs relating to cloud computing implementation, which are recognized within Prepaid expenses and Other assets on the Condensed Consolidated Balance Sheets.
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TAPESTRY, INC.
Notes to Condensed Consolidated Financial Statements (continued)
17. SUBSEQUENT EVENTS
Subsequent to April 2, 2022, the Company announced that its Board of Directors had authorized the additional repurchase of up to $1.50 billion of its outstanding common stock (the "2022 Share Repurchase Program"). This authorization is incremental to the Company's existing authorization, under which $350.2 million remains. Pursuant to this program, purchases of the Company's common stock will be made subject to market conditions and at prevailing market prices, through open market purchases, including, but not limited to, repurchases made under purchase agreements under Rule 10b5-1. Repurchased shares of common stock will become authorized but unissued shares. These shares may be issued in the future for general corporate and other purposes. In addition, the Company may terminate or limit the stock repurchase program at any time.
Additionally, subsequent to April 2, 2022, the Company refinanced and replaced its $900.0 million Revolving Credit Facility by entering into a new revolving credit facility that (i) includes an increased revolving credit facility (the “New Revolving Credit Facility”) from $900.0 million to $1.25 billion, (ii) includes an unsecured $500.0 million Term Loan (the “Term Loan”) and (iii) redefines certain terms within the existing Revolving Credit Facility. Both the New Revolving Credit Facility and Term Loan (collectively, the “New Credit Facility”) will mature on May 11, 2027. The Term Loan includes a two-month delayed draw period from the closing date. The proceeds from the Term Loan will be utilized to satisfy the Company’s remaining obligation under the 3.000% Senior Notes due 2022 and for general corporate purposes. These actions support the Company's incremental share repurchase activity, while maintaining financial flexibility. There were no outstanding borrowings on the New Credit Facility during the subsequent event period.

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ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of the Company's financial condition and results of operations should be read together with the Company's condensed consolidated financial statements and notes to those financial statements included elsewhere in this document. When used herein, the terms "the Company," "Tapestry," "we," "us" and "our" refer to Tapestry, Inc., including consolidated subsidiaries. References to "Coach," "Stuart Weitzman," "Kate Spade" or "kate spade new york" refer only to the referenced brand.
EXECUTIVE OVERVIEW
Tapestry, Inc. (the "Company") is a leading New York-based house of modern luxury accessories and lifestyle brands. Tapestry is powered by optimism, innovation and inclusivity. Our brands are approachable and inviting and create joy every day for people around the world. Defined by quality, craftsmanship and creativity, ourglobal house of brands gives global audiencesunites the opportunity for exploration and self-expression. Tapestry is comprisedmagic of the Coach, Kate Spadekate spade new york and Stuart WeitzmanWeitzman. Each of our brands all of which have been part ofare unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across channels and geographies. We use our collective strengths to move our customers and empower our communities, to make the American landscape for over 25 years.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 Company has three reportable segments:
Coach - 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.
Kate Spade - 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.
Stuart Weitzman - Includes global sales of Stuart Weitzman brand products primarily to customers through Stuart Weitzman operated stores, including the Internet,e-commerce sites, sales to wholesale customers and through numerous independent third party distributors.
    Each of our brands is unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across channels and geographies. Our success does not depend solely on the performance of a single channel, geographic area or brand.
Acceleration Program
The guiding principle of the Company’s multi-year growth agenda under the Acceleration Program is to better meet the needs of each of its brands' unique customers by:
Sharpening our Focus on the Consumer: Operating with a clearly defined purpose and strategy for each brand and an unwavering focus on the consumer at the core of everything we do
Leveraging Data and Leading with a Digital-First Mindset: Building significant data and analytics capabilities to drive decision-making and increase efficiency; Offering immersive customer experiences across our e-commerce and social channels to meet the needs of consumers who are increasingly utilizing digital platforms to engage with brands; Rethinking the role of stores with an intent to optimize our fleet
Transforming into a Leaner and More Responsive Organization: Moving with greater agility, simplifying internal processes and empowering teams to act quickly to meet the rapidly changing needs of the consumer
In the third quarter of fiscal quarter,2022, the Company madecontinued to make meaningful progress against its previously announced Acceleration Program to sharpen its focus on the consumer, leverage data to lead with a digital-first mindset and transform into a leaner and more responsive organization:
Recruited approximately 700,000over 1.4 million new customers through our e-commerceacross channels in North America, representing a meaningfulmid-teens increase versus prior year, as we continue to meet consumers where they choose to shopwith growth in both stores and leverage social media platforms to build awareness and drive engagement, notably with Millennial and Gen Z consumers;online;
Delivered an increaseMaintained a consumer-centric lens and fostered emotional connections with our customers, resulting in purchase frequency versus prior year through enhanced higher average spend, increased repeat transactions and consistent brand experiences across touchpoints andthe reactivatedcontinued reactivation of lapsed customers across brands;
Achieved significant growthRealized another quarter of global average unit retail ("AUR") gains at Coach, Kate Spade, and Stuart Weitzman in China comparedeach brand's respective core category, reflecting strong brand momentum, the increasing traction of product offerings, and price increases on select items, as well as the continued benefits from structural changes to both FY20 and FY19 through integrated, comprehensive brand-building strategies, bringing innovative product, marketing, and experiences to Chinese consumers; Drove revenue gains with Chinese consumers globally compared to pre-pandemic levels;lessen promotional activity;
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Effectively reduced stock keeping unitAdvanced Digital capabilities ("through significant investments in the channel, including in talent, to improve the customer experience and drive conversion;SKU") counts by 30% to 50% and improved assortment productivity, resulting in more focused product messaging and compelling offerings, which in turn, contributed to stronger overall average unit retail ("AUR") and gross margin through higher initial markups ("IMU") and lower promotional activity;
Utilized data and analytics tools across Tapestry’s platform to provide us with a deeper understanding of customer behavior through measurement, enabling a ‘test-and-learn’ environment that empowers our teams to more quickly respond to changes in consumer preferences and demand as well as scale opportunities across brands;
Continued to enhance the flexibility of our operating model, through a streamlined organizational structure and optimized global fleet, with 49 net closures year-to-date, representing a net decrease of 94 stores from the prior year; Remain on track to achieverealize gross run-rate savings of $300 million including gross savings of $200 million in fiscal 2021.year 2022, which is funding investments in brand-building activities.
Recent Developments
Covid-19 Pandemic    
The disruptions related to Covid-19 have materially adversely impacted our operations, cash flow, and liquidity. The virus has impacted all regions all around the world, resulting in restrictions and shutdowns implemented by national, state, and local authorities. Consequently, the spreadThese requirements resulted in closures of Covid-19 has caused significant global business disruptions. As a result of the widespread impact of Covid-19, Tapestry had temporarily closed the majority of itsour directly operated stores globally, for some periodas well as our wholesale and licensing partners, causing a significant reduction in sales starting in the third quarter of time to help reducefiscal 2020. While the spread of Covid-19. The vast majority of the Company's stores re-opened for either in-store or pick-up service and theylocations of our wholesale and licensing partners have continued to operate since then, however, some store locationsreopened, certain have experienced temporary re-closures or are operating under tighter restrictions in compliance with local government regulation. Manyregulations. The Company's performance in the third quarter of fiscal 2022 was adversely impacted as a result of infections due to variants of Covid-19 in certain regions, most notably in Greater China, which resulted in disruptions in business performance including a decline in demand in the region. The Company expects these trends to continue in the near term, however, if infection rates or government restrictions continue to persist over the long-term, the Company's financial results will be negatively impacted from that which is currently expected.
Furthermore, Covid-19 has and may continue to cause disruptions in the Company’s supply chain within our third-party manufacturers and logistics providers. The Company manufactures a significant amount of its products from Southeast Asia. During the first quarter of fiscal 2022, certain of the Company's wholesaleCompany’s third-party manufacturers, primarily located in Vietnam, experienced ongoing and licensing partners also closed their brickslonger-than-expected government mandated restrictions, which resulted in a significant decrease in production capacity for these third-party manufacturers. In response, the Company took deliberate actions such as shifting production to other countries, adjusting its merchandising strategies, where possible, and mortar storesincreasing the use of air freight to expedite delivery. Based on these actions, and the improved production levels since the first quarter, the Company expects that it will be able to meet anticipated levels of demand.
The Company has been experiencing other global logistics challenges, such as required by government ordersdelays as a result of port congestion, vessel availability, container shortages for imported products and rising freight costs. These challenges are expected to persist throughout fiscal 2022 and into fiscal 2023. To mitigate delays, the strategic use of air freight was used with greater frequency than in the past. Due to these logistical challenges, during the thirdthree and fourth quartersnine months ended April 2, 2022, the Company recognized within Cost of fiscal 2020,sales $62.9 million and while$142.6 million, respectively, of incremental freight costs compared to the majority of stores have reopened, they have also been subjectthree and nine months ended March 27, 2021, in order to temporary re-closures and tighter capacity restrictions operating in compliance with the rules of certain local governments. However, theremaintain product flow to meet consumer demand.
There is still uncertainty aroundassociated with the duration of these disruptions and the possibility of other effects on the business. We will continue to monitor the rapidly evolving situation pertaining to the Covid-19 outbreak, including guidance from international and domestic authorities. In these circumstances, the Company will need to make adjustments toauthorities and adjust our operating plan.plan as needed. Refer to Part II, Item 1A. "Risk Factors" herein and as disclosed in our QuarterlyAnnual Report on Form 10-Q10-K for the quarterly periodyear ended December 26, 2020.July 3, 2021.
InThe Company continues to take strategic actions in response to the challenges that Covid-19 has imposed on our business, thecurrent environment. The Company implemented the following actionsremains committed to mitigate these headwinds:
Re-opened stores as quickly as possible, while following governmental and public health guidelines.
Driving with a digital-first mindset for all brands. Implemented practices designed to support the continued operations of our e-commerce platforms and distribution centers remain operational across all major regions.
Reduced capital expenditures through optimization of our fleet and prioritizing investment in digital.
Continue to drivedriving SG&A savings, including actions taken under the Acceleration Program, through the reduction of corporate and retail workforce, right-sizing of marketing expenses, reduction of fixed costs such as rent as well as procurement savings, including reducing external third party services.
Did not pay out bonuses under the Annual Incentive Plan for fiscal year 2020, eliminated merit salary increases for all employees and temporarily reduced compensation for the Board of Directors and corporate employees above a certain salary threshold. During the second quarter of fiscal 2021, compensation resumed normal levels.
Tightly managed inventories by reflowing product introductions and cancelling inventory receipts as well as planned reduction of SKUs.
Drew down $700 million from its $900 million Revolving Credit Facility to add to cash balances, all of which was repaid during fiscal 2021.
Suspended its quarterly cash dividend and share repurchase program beginning in the fourth quarter of fiscal 2020.
Program. The Company will continue to consider near-term exigencies and the long-term financial health of the business as clear steps are taken to mitigate the consequences of the Covid-19 pandemic.
On March 27, 2020,Crisis in Ukraine             
In the Coronavirus Aid, Reliefthird quarter of fiscal 2022, a humanitarian crisis unfolded in Ukraine, which has created significant economic uncertainty in the region. The Company does not have directly operated stores in Russia or Ukraine and Economic Security Act (“CARES Act”)has a very minimal distributor and wholesale business which was signed into law in response to the Covid-19 pandemic. The CARES Act contains numerous tax provisions, such as refundable payroll tax credits, deferralless than 0.1% of the employer portionCompany’s total Net sales for fiscal 2021. Starting in the third quarter of certain payroll taxes, net operating loss carrybacks, modificationsfiscal 2022 the Company paused all wholesale shipments to net interest deduction limitationsRussia and technical corrections to tax depreciation methods for qualified improvement property. Additionally, on December 27, 2020, the Covid-19 stimulus package was signed into law, which contained enhancements to certain tax credits
28


enacted under the CARES Act. Certain provisions impacted the resultsUkraine. The Company's total business in Europe represented less than 5% of the Company. Refer to Note 15, "Income Taxes" for additional information on these provisions.
Since March 2020, the governments of numerous countries in which we operate have issued relief packages in response to Covid-19. These packages include, amongst other things, extended filing deadlines, wage subsidies, social security relief, rent relief and deferred tax payments. The Company is seeking select relief under these provisions where eligible. The Company has to make certain judgements in interpretation of the law and/or await guidance from the local authorities.its fiscal 2021 total Net sales.
Acceleration Program
The Company has implemented a strategic growth plan after undergoing a review of its business under the Acceleration Program, and expectsresulting in certain costs to incur certain costsdate reflecting: (i) actions to streamline the Company's organization; (ii) select store closures as the Company optimizes its fleet (including store closure costs incurred as the Company exits certain regions in which it currently operates); and (iii) professional fees and compensation costs incurred as a result of the development and execution of the Company's comprehensive strategic initiatives aimed at increasing profitability. Including charges taken in fiscal 2020 and fiscal 2021, the Company now expects to incur total pre-tax charges of approximately $205$215 million - $220 million related to the Acceleration Program. Charges expected related to the Acceleration Program increased modestly due to additional professional fees and performance-based compensation. The Acceleration Program is expected to be substantially complete by the end of fiscal
27


2022. The Company achieved approximately $200 million of gross run rate expense savings in fiscal 2021 and remains on track to realize gross run-rate savings of $300 million. Refer to Note 6,5, "Restructuring Activities," and the "GAAP to Non-GAAP Reconciliation," herein, for further information. The Company estimates that it will realize approximately $300 million in gross run rate expense savings from these initiatives, including $200 million projected for fiscal 2021.
Impairment
During the third quarter of fiscal 2021, the Company recorded $45.8 million of impairment charges related to lease right-of-use assets, which were primarily driven by the continued impacts of Covid-19. Refer to Note 13, "Fair Value Measurements" for further information.
Current Trends and Outlook
The environment in which we operate is subject to a number of different factors driving global consumer spending. Consumer preferences, macroeconomic conditions, foreign currency fluctuations and geopolitical events continue to impact overall levels of consumer travel and spending on discretionary items, with inconsistent patterns across channels and geographies.
As previously noted,The outbreak of a novel strain of Covid-19 was officially declaredcontinues to impact a global pandemic by the World Health Organization in March 2020. The disruptions related to Covid-19 have materially adversely impacted our operations, cash flow, and liquidity. The virus has impacted regions all around the world, resulting in restrictions and shutdowns implemented by national, state, and local authorities. These requirements have resulted in full and partial store closures globally, causing a significant reduction in sales starting in the third quarter of fiscal 2020. While the vast majority of the Company'sregions in which we operate, resulting in significant global business disruptions. The widespread impact of Covid-19 resulted in temporary closures of directly operated stores reopened for either in-store or curb-side serviceglobally, as well as at our wholesale and have continued to operate sincelicensing partners starting in fiscal 2020. Since then, some store locationscertain directly operated stores and the stores of our wholesale and licensing partners have experienced temporary re-closures or are operating under tighter restrictions in compliance with local government regulation, and other stores may be required to close again for an extended period of time due to the possibility of a resurgence of increased infections. Covid-19 may also cause disruptionsregulation. The Company's performance in the Company’s supply chain, resulting in facility closures, labor instability, potential inability to source raw materials and disrupted operating procedures in attempts to curb the spread of Covid-19 within our third-party manufacturers, distribution centers, and other vendors.
In addition, the Company has been experiencing delays as a result of port congestion, vessel availability and container shortages for imported products, which has resulted in longer lead times or increased inbound freight costs. These issues are expected to be exacerbated by the disruption in the Suez Canal in March 2021, resulting in a modest impact to the Company. Furthermore, the Kate Spade brand had inventory on the Maersk Essen and One Apus cargo ships, which experienced weather related incidents that resulted in delays of inventory receipts, as well as some loss of product. The Company was able to mitigate the impact of these incidents through various actions, resulting in an immaterial impact to the Company.
The Biden Administration may enact additional stimulus legislation or support public health policies, including the widespread distribution of vaccines, which may mitigate the impact of the pandemic. Furthermore, during the third quarter of fiscal 2021,2022 was adversely impacted as a result of infections due to variants of Covid-19 in certain regions, most notably in Greater China, which resulted in disruptions in business performance including a decline in demand in the Biden Administration proposed an infrastructure plan that includes provisionsregion. Covid-19 has also resulted in ongoing supply chain challenges, such as logistic constraints, the closure of certain third-party manufacturers and increased freight costs. Refer to increase"Recent Developments," herein, for further information.
The global Covid-19 pandemic is continuously evolving and the U.S. corporate tax rate from 21%extent to 28%, increasewhich this impacts the U.S. taxationCompany - including unforeseen increased costs to the Company's business - will depend on future developments, which cannot be predicted, including the ultimate duration, severity and geographic resurgence of our international business operationsthe virus and impose a global minimum tax. While the proposal is not finalized, if passed as currently communicated, it would have an adversesuccess of actions to contain the virus, including variants of the novel strain, or treat its impact, on our tax rate and financial results.among others.
Several organizations that monitor the world’sworld's economy, including the International Monetary Fund, observed thatcontinue to forecast growth in the outbreakglobal economy. However, some of these organizations have recently revised the forecast downward since the second quarter of fiscal 2022 primarily to reflect the global economic impact of the crisis in Ukraine. Inflation is expected to remain elevated for longer than in previous forecasts. Additionally, although many parts of the world appear to be moving past the acute phase of the Covid-19 pandemic has negatively shockedcrisis, frequent and wider-ranging lockdowns in Greater China have weighed on private consumption.
Certain markets around the global economyworld have been faced with labor shortages, which have not impacted the Company's operations to date. If these trends continue or worsen, it could potentially affect the Company's ability to attract and may have a sustained negative impact onretain employees for its retail and fulfillment locations in the global economic growth as compared to pre-pandemic estimates. However, economic data for the end of calendar 2020
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leading into the beginning of 2021 has indicated stronger-than-projected momentum, resulting in upward revisions of estimated growth. Nevertheless, the global economy still faces lingering concerns pertaining to uncertainties around Covid-19 that might hinder expected growth rates and progress. Thus, the revisions to estimated growth are heavily dependent on continued strong multilateral cooperation to bring the pandemic under control, including funding and support from local policymakers to make strategic investments that aid economic activity.future.
Furthermore, currency volatility, political instability and potential changes to trade agreements or duty rates may contribute to a worsening of the macroeconomic environment or adversely impact our business. Continued increases in trade tensions could impact the Company's ability to grow its business, particularly with the Chinese consumer globally. Since fiscal 2019, the U.S. and China have both imposed tariffs on the importation of certain product categories into the respective country. There continuescountry, with limited progress in negotiations to reduce or remove the tariffs. Additionally, the Company has historically benefited from duty-free imports on certain products from certain countries pursuant to the U.S. Generalized System of Preferences (“GSP”) program. The GSP program expired in the third quarter of fiscal 2021, resulting in additional duties and negatively impacting gross profit. The Company expects the GSP program to be renewed and made retroactive. However, the timing of such renewal is uncertain and not guaranteed. If this renewal does not occur, it will continue to have a possibility undernegative impact on our results.
Furthermore, certain tax legislation contemplated by the Biden Administration, of increases in tariffsthe Organization for Economic Co-operation and Development, and certain foreign countries would have an adverse impact on goods imported into the U.S. from China, Vietnam, Spain, or other countries.
Additional macroeconomic impacts include but are not limited to the United Kingdom ("U.K.") voting to leave the European Union ("E.U."), commonly knownour tax rate and financial results if passed as "Brexit." The U.K. officially terminated its membership of the E.U. on January 31, 2020 under the terms of a withdrawal agreement concluded between the U.K. and E.U. and concluded the transition phase on December 31, 2020. On December 24, 2020, the U.K. and E.U. announced an agreement on their future relationship. This includes, but is not limited to, the free movement of U.K. and E.U. originating products. However, products originating outside the U.K. and E.U. going to and coming from the E.U. will be subject to tariffs beginning on January 1, 2021. The Company does not expect Brexit to materially impact our business.
As part of our efforts to improve our working capital efficiency, we have worked with certain suppliers to revisit terms and conditions, including the extension of payment terms. As an alternative to our payment terms, available to certain suppliers is a voluntary supply chain finance (“SCF”) program that enables our suppliers to sell their receivables from the Company to a global financial institution on a non-recourse basis at a rate that leverages our credit rating. We do not have the ability to refinance or modify payment terms to the global financial institution through the SCF program. No guarantees are provided by the Company or any of our subsidiaries under the SCF program.currently communicated.
We will continue to monitor these trends and evaluate and adjust our operating strategies and cost management opportunities to mitigate the related impact on our results of operations, while remaining focused on the long-term growth of our business and protecting the value of our brands.
For a detailed discussion of significant risk factors that have the potential to cause our actual results to differ materially from our expectations, see Part II, Item 1A. "Risk Factors" herein and as disclosed in our QuarterlyAnnual Report on Form 10-Q10-K for the quarterly periodyear ended December 26, 2020.


July 3, 2021.
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THIRD QUARTER FISCAL 20212022 COMPARED TO THIRD QUARTER FISCAL 20202021
The following table summarizes results of operations for the third quarter of fiscal 20212022 compared to the third quarter of fiscal 2020.2021. All percentages shown in the table below and the discussion that follows have been calculated using unrounded numbers.
Three Months EndedThree Months Ended
March 27, 2021March 28, 2020Variance April 2, 2022March 27, 2021Variance
(millions, except per share data) (millions, except per share data)
Amount% of
net sales
Amount% of
net sales
Amount% Amount% of
net sales
Amount% of
net sales
Amount%
Net salesNet sales$1,273.3 100.0 %$1,072.7 100.0 %$200.6 18.7 %Net sales$1,437.5 100.0 %$1,273.3 100.0 %$164.2 12.9 %
Gross profitGross profit911.9 71.6 616.2 57.4 295.7 48.0 Gross profit1,005.1 69.9 911.9 71.6 93.2 10.2 
SG&A expensesSG&A expenses795.2 62.5 1,301.7 NM(506.5)(38.9)SG&A expenses835.6 58.1 795.2 62.5 40.4 5.1 
Operating income (loss)Operating income (loss)116.7 9.2 (685.5)(63.9)802.2 NMOperating income (loss)169.5 11.8 116.7 9.2 52.8 45.1 
Interest expense, netInterest expense, net16.9 1.3 13.5 1.3 3.4 25.4 Interest expense, net14.8 1.0 16.9 1.3 (2.1)(12.9)
Other expense (income)Other expense (income)4.4 0.4 6.0 0.6 (1.6)(25.5)Other expense (income)3.0 0.2 4.4 0.4 (1.4)(33.6)
Provision for income taxes3.7 0.3 (27.9)(2.6)31.6 NM
Provision (benefit) for income taxesProvision (benefit) for income taxes29.0 2.0 3.7 0.3 25.3 NM
Net income (loss)Net income (loss)91.7 7.2 (677.1)(63.1)768.8 NMNet income (loss)122.7 8.5 91.7 7.2 31.0 33.7 
Net income (loss) per share:Net income (loss) per share:    Net income (loss) per share:    
BasicBasic$0.33  $(2.45) $2.78 NMBasic$0.47  $0.33  $0.14 43.1 
DilutedDiluted$0.32  $(2.45) $2.77 NMDiluted$0.46  $0.32  $0.14 43.9 

NM - Not meaningful
29


GAAP to Non-GAAP Reconciliation
The Company’s reported results are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The reported results during the third quarter of fiscal 20212022 and fiscal 20202021 reflect certain items which affect the costs attributable to the Acceleration Program, Impairment charges,ERP system implementation efforts and Organization-related and Integration costs,comparability of our results, as noted in the following tables. Refer to "Non-GAAP Measures" herein for further discussion on the Non-GAAP measures.
Third Quarter Fiscal 2022 Items
Three Months Ended April 2, 2022
Items Affecting Comparability
 GAAP Basis
(As Reported)
Acceleration ProgramNon-GAAP Basis
(Excluding Items)
(millions, except per share data)
Cost of sales
Coach780.0  780.0 
Kate Spade189.4  189.4 
Stuart Weitzman35.7  35.7 
Gross profit(1)
$1,005.1 $ $1,005.1 
SG&A expenses
Coach494.5 1.5 493.0 
Kate Spade179.1 0.7 178.4 
Stuart Weitzman42.0 (0.1)42.1 
Corporate120.0 4.2 115.8 
SG&A expenses$835.6 $6.3 $829.3 
Operating income (loss)
Coach285.5 (1.5)287.0 
Kate Spade10.3 (0.7)11.0 
Stuart Weitzman(6.3)0.1 (6.4)
Corporate(120.0)(4.2)(115.8)
Operating income (loss)$169.5 $(6.3)$175.8 
Provision for income taxes29.0 7.3 21.7 
Net income (loss)$122.7 $(13.6)$136.3 
Net income (loss) per diluted common share$0.46 $(0.05)$0.51 
(1)Adjustments within Gross profit are recorded within Cost of sales.
In the third quarter of fiscal 2022 the Company incurred charges as follows:

Acceleration Program - Total charges incurred under the Acceleration Program are primarily share-based compensation and professional fees incurred as a result of the development and execution of the Company's comprehensive strategic initiatives. Refer to the "Executive Overview" herein and Note 5, "Restructuring Activities," for further information.















These actions taken together increased the Company's SG&A expenses by $6.3 million and increased Provision for income taxes by $7.3 million, negatively impacting Net income by $13.6 million or $0.05 per diluted share.
3130



Third Quarter Fiscal 2021 Items
Three Months Ended March 27, 2021Three Months Ended March 27, 2021
Items Affecting ComparabilityItems Affecting Comparability
GAAP Basis
(As Reported)
Acceleration ProgramImpairmentNon-GAAP Basis
(Excluding Items)
GAAP Basis
(As Reported)
Acceleration ProgramImpairmentNon-GAAP Basis
(Excluding Items)
(millions, except per share data)(millions, except per share data)
Cost of salesCost of sales
CoachCoach718.0   718.0 Coach718.0 — — 718.0 
Kate SpadeKate Spade160.2   160.2 Kate Spade160.2 — — 160.2 
Stuart WeitzmanStuart Weitzman33.7   33.7 Stuart Weitzman33.7 — — 33.7 
Gross profit(1)
Gross profit(1)
$911.9 $ $ $911.9 
Gross profit(1)
$911.9 $— $— $911.9 
SG&A expensesSG&A expenses
CoachCoach466.6 4.7 20.4 441.5 Coach466.6 4.7 20.4 441.5 
Kate SpadeKate Spade168.9 0.9 19.3 148.7 Kate Spade168.9 0.9 19.3 148.7 
Stuart WeitzmanStuart Weitzman51.2 3.4 6.1 41.7 Stuart Weitzman51.2 3.4 6.1 41.7 
CorporateCorporate108.5 11.4  97.1 Corporate108.5 11.4 — 97.1 
SG&A expensesSG&A expenses$795.2 $20.4 $45.8 $729.0 SG&A expenses$795.2 $20.4 $45.8 $729.0 
Operating income (loss)Operating income (loss)
CoachCoach251.4 (4.7)(20.4)276.5 Coach251.4 (4.7)(20.4)276.5 
Kate SpadeKate Spade(8.7)(0.9)(19.3)11.5 Kate Spade(8.7)(0.9)(19.3)11.5 
Stuart WeitzmanStuart Weitzman(17.5)(3.4)(6.1)(8.0)Stuart Weitzman(17.5)(3.4)(6.1)(8.0)
CorporateCorporate(108.5)(11.4) (97.1)Corporate(108.5)(11.4)— (97.1)
Operating income (loss)Operating income (loss)$116.7 $(20.4)$(45.8)$182.9 Operating income (loss)$116.7 $(20.4)$(45.8)$182.9 
Provision for income taxesProvision for income taxes3.7 (3.2)(9.8)16.7 Provision for income taxes3.7 (3.2)(9.8)16.7 
Net income (loss)Net income (loss)$91.7 $(17.2)$(36.0)$144.9 Net income (loss)$91.7 $(17.2)$(36.0)$144.9 
Net income (loss) per diluted common shareNet income (loss) per diluted common share$0.32 $(0.06)$(0.13)$0.51 Net income (loss) per diluted common share$0.32 $(0.06)$(0.13)$0.51 
(1)Adjustments within Gross profit are recorded within Cost of sales.
In the third quarter of fiscal 2021, the Company incurred charges as follows:
Acceleration Program - Total charges incurred under the Acceleration Program are primarily professional fees incurred as a result of the development and execution of the Company's comprehensive strategic initiatives, as well as actions to streamline the Company's organization, which include severance. Refer to the "Executive Overview" herein and Note 6,5, "Restructuring Activities," for further information.
Impairment - Total charges are primarily due to impairment charges on lease right-of-use ("ROU") assets. Refer to the "Executive Overview" herein and Note 13,12, "Fair Value Measurements," for further information.
These actions taken together increased the Company's SG&A expenses by $66.2 million and reduced Provision for income taxes by $13.0 million, negatively impacting Net income by $53.2 million or $0.19 per diluted share.
32


Third Quarter Fiscal 2020 Items
Three Months Ended March 28, 2020
Items Affecting Comparability
 GAAP Basis
(As Reported)
ERP ImplementationOrganization-related & Integration costsImpairmentNon-GAAP Basis
(Excluding Items)
(millions, except per share data)
Coach475.7 — — (61.9)537.6 
Kate Spade122.5 — — (32.3)154.8 
Stuart Weitzman18.0 — — (9.8)27.8 
Gross profit(1)
$616.2 $— $— $(104.0)$720.2 
Coach437.6 — — 16.4 421.2 
Kate Spade213.8 — 0.3 41.5 172.0 
Stuart Weitzman548.7 — 0.2 485.8 62.7 
Corporate101.6 2.8 2.9 — 95.9 
SG&A expenses$1,301.7 $2.8 $3.4 $543.7 $751.8 
Coach38.1 — — (78.3)116.4 
Kate Spade(91.3)— (0.3)(73.8)(17.2)
Stuart Weitzman(530.7)— (0.2)(495.6)(34.9)
Corporate(101.6)(2.8)(2.9)— (95.9)
Operating income (loss)$(685.5)$(2.8)$(3.4)$(647.7)$(31.6)
Provision for income taxes(27.9)(0.7)(2.5)(49.4)24.7 
Net income (loss)$(677.1)$(2.1)$(0.9)$(598.3)$(75.8)
Net income (loss) per diluted common share$(2.45)$(0.01)$— $(2.17)$(0.27)
(1)Adjustments within Gross profit are recorded within Cost of sales.
In the third quarter of fiscal 2020, the Company incurred the following:
ERP Implementation - Total charges represent technology implementation costs.
Organization-related and Integration costs - Total charges represent integration costs primarily related to professional fees. Refer to Note 5, "Integration," for more information regarding integration costs.
Impairment - Total charges are primarily due to impairment charges on the indefinite-lived brand intangible asset and goodwill for Stuart Weitzman, impairment charges on property and equipment assets and lease ROU assets, as well as increases in inventory reserves. Refer to Note 7, "Goodwill and Other Intangible Assets," Note 13, "Fair Value Measurements," and Note 17, "Segment Information," for further information.
    These actions taken together increased the Company's SG&A expenses by $549.9 million, Cost of sales by $104.0 million and reduced Provision for income taxes by $52.6 million, negatively impacting Net income by $601.3 million or $2.18 per diluted share.
Tapestry, Inc. Summary – Third Quarter of Fiscal 20212022
Currency Fluctuation Effects
The change in net sales and gross margin for the third quarter of fiscal 20212022 compared to the third quarter of fiscal 20202021 has been presented both including and excluding currency fluctuation effects. All percentages shown in the tables below and the discussion that follows have been calculated using unrounded numbers.
3331


Net Sales
TheIn addition to comparisons to fiscal year 2021 results, the Company has provided comparisons to certain fiscal year 2019 results, which the Company believes is useful to investors and others in evaluating the Company’s results, due to the significant impact of the Covid-19 pandemic on the Company’s operations and financial results, notablywhich started in the second half of fiscal year 2020.
Three Months EndedVarianceThree Months EndedVariance
March 27,
2021
March 28,
2020
Amount%Constant Currency Change% Change versus FY19April 2,
2022
March 27,
2021
Amount%Constant Currency Change% Change versus FY19
(millions)(millions)
CoachCoach$963.5 $772.5 $191.0 24.7 %21.6 %(0.2)%Coach$1,072.4 $963.5 $108.9 11.3 %12.5 %11.1 %
Kate SpadeKate Spade252.4 249.5 2.9 1.2 0.2 (10.2)Kate Spade301.5 252.4 49.1 19.4 20.6 7.3 
Stuart WeitzmanStuart Weitzman57.4 50.7 6.7 12.9 9.3 (32.7)Stuart Weitzman63.6 57.4 6.2 10.9 10.5 (25.4)
Total TapestryTotal Tapestry$1,273.3 $1,072.7 $200.6 18.7 16.0 (4.4)Total Tapestry$1,437.5 $1,273.3 $164.2 12.9 14.0 8.0 
Net sales in the third quarter of fiscal 20212022 increased 18.7%12.9% or $200.6$164.2 million to $1.27$1.44 billion. Excluding the effects of foreign currency, net sales increased by 16.0%14.0% or $172.0$178.2 million.
Coach Net Sales increased 24.7%11.3% or $191.0$108.9 million to $963.5 million$1.07 billion in the third quarter of fiscal 2021.2022. Excluding the impact of foreign currency, net sales increased 21.6%12.5% or $166.8$120.1 million. This increase in net sales iswas primarily attributeddue to an increase of $157.3$83.6 million in the net global retail sales driven by higher globalan increase in North America e-commerce sales and global store sales with the exception of a decrease in store sales in mainlandGreater China partially offset by lower store sales in North America, Other Asia, including Japan, and Europe, due to the impact of Covid-19.Covid-19 related disruptions. This increase in net sales iswas also partially attributed to an $8.3a $37.7 million increase in wholesale sales.
Kate Spade Net Sales increased 1.2%19.4% or $2.9$49.1 million to $252.4$301.5 million in the third quarter of fiscal 2021.2022. Excluding the impact of foreign currency, net sales increased 0.2%20.6% or $0.4$52.1 million. This increase isin net sales was primarily due to an increase of $12.8$38.4 million in net global retail sales driven by higher globalstore sales and e-commerce sales and store sales in mainland China, partially offset by lower store sales in Other Asia, including Japan, and North America. This increase in net sales was also partially offset byattributed to a decline of $12.1$15.4 million increase in wholesale sales, primarily due to lower wholesale shipments and a strategic pullback in disposition.sales.
Stuart Weitzman Net Sales increased 12.9%10.9% or $6.7$6.2 million to $57.4$63.6 million in the third quarter of fiscal 2021.2022. Excluding the impact of foreign currency, net sales increased 9.3%10.5% or $4.7$6.0 million. This increase was primarily due to a $8.0 million increase in wholesale sales offset by a $2.0 million decrease in net increase of $5.4 million in the retail business,sales, which iswas attributed to a decrease in store sales in Greater China due to Covid-19 related disruptions, partially offset by an increase in store sales in mainland ChinaNorth America and Europe as well as an increase in global e-commerce sales, partially offset by store closures related to fleet optimization under the Acceleration Program.sales.
Gross Profit
Three Months EndedThree Months Ended
March 27, 2021March 28, 2020VarianceApril 2, 2022March 27, 2021Variance
(millions)(millions)
Amount% of Net SalesAmount% of Net SalesAmount%Amount% of Net SalesAmount% of Net SalesAmount%
CoachCoach$718.0 74.5 %$475.7 61.6 %$242.3 50.9 %Coach$780.0 72.7 %$718.0 74.5 %$62.0 8.6 %
Kate SpadeKate Spade160.2 63.5 122.5 49.1 37.7 30.8 Kate Spade189.4 62.8 160.2 63.5 29.2 18.2 
Stuart WeitzmanStuart Weitzman33.7 58.9 18.0 35.4 15.7 87.7 Stuart Weitzman35.7 56.1 33.7 58.9 2.0 5.7 
TapestryTapestry$911.9 71.6 $616.2 57.4 $295.7 48.0 Tapestry$1,005.1 69.9 $911.9 71.6 $93.2 10.2 
Gross profit increased 48.0%10.2% or $295.7$93.2 million to $1.01 billion in the third quarter of fiscal 2022 from $911.9 million in the third quarter of fiscal 2021 from $616.2 million in the third quarter of fiscal 2020.2021. Gross margin for the third quarter of fiscal 20212022 was 71.6%69.9% as compared to 57.4%71.6% in the third quarter of fiscal 2020. Excluding items affecting comparability of $104.0 million in the third quarter of fiscal 2020 as discussed in the "GAAP to non-GAAP Reconciliation" herein, gross profit increased 26.6% or $191.7 million to $911.9 million from $720.2 million in the third quarter of fiscal 2020. Excluding items affecting comparability, gross2021. Gross margin increased 450decreased 170 basis points to 71.6% compared to 67.1% in the third quarter of fiscal 2020, and on a constant currency basis, gross margin increased 440 basis points from the third quarter of fiscal 2020.
34


was not materially impacted by foreign currency.
The Company includes inbound product-related transportation costs from our service providers within Cost of sales. The Company, similar to some companies, includes certain transportation-related costs due to our distribution network in SG&A expenses rather than in Cost of sales; for this reason, our gross margins may not be comparable to that of entities that include all costs related to their distribution network in Cost of sales. The Company incurred incremental freight costs in fiscal 2022 compared to fiscal 2021 in order to maintain product flow to meet consumer demand. Refer to "Recent Developments," herein, for further information.
32


Coach Gross Profit increased 50.9%8.6% or $242.3$62.0 million to $780.0 million in the third quarter of fiscal 2022 from $718.0 million in the third quarter of fiscal 2021 from $475.7 million2021. Gross margin decreased 180 basis points to 72.7% in the third quarter of fiscal 2020. Gross margin increased to2022 from 74.5% in the third quarter of fiscal 2021 from 61.6% in the third quarter of fiscal 2020. Excluding items affecting comparability of $61.9 million in the third quarter of fiscal 2020, gross profit increased 33.6% or $180.4 million to $718.0 million from $537.6 million in the third quarter of fiscal 2020. Excluding items affecting comparability, gross2021. Gross margin increased 490 basis points to 74.5% from 69.6% in the third quarter of fiscal 2020, and on a constant currency basis gross margin increased 510 basis points from the third quarter of fiscal 2020.was not materially impacted by foreign currency. This increasedecrease in gross margin was primarily due to higher inbound freight expense, unfavorable geography mix as well as unfavorable channel mix, partially offset by stronger-than-anticipated sell-throughs and reduced promotional activity.
Kate Spade Gross Profit increased 30.8%18.2% or $37.7$29.2 million to $189.4 million in the third quarter of fiscal 2022 from $160.2 million in the third quarter of fiscal 2021 from $122.5 million2021. Gross margin decreased 70 basis points to 62.8% in the third quarter of fiscal 2020. Gross margin increased to2022 from 63.5% in the third quarter of fiscal 2021 from 49.1% in the third quarter of fiscal 2020. Excluding items affecting comparability of $32.3 million in the third quarter of fiscal 2020, gross profit increased 3.5% or $5.4 million to $160.2 million from $154.8 million in the third quarter of fiscal 2020. Excluding items affecting comparability, gross margin increased 150 basis points to 63.5% from 62.0% in the third quarter of fiscal 2020. Kate Spade gross2021. Gross margin was not materially impacted by foreign currency. This increasedecrease in gross margin was primarily due to a strategic pullback in disposition andhigher inbound freight expense, unfavorable channel mix, unfavorable geography mix as well as higher duties, partially offset by reduced promotional activity.activity, favorable pricing actions and product mix as well as stronger-than-anticipated sell-throughs.
Stuart Weitzman Gross Profit increased 87.7%5.7% or $15.7$2.0 million to $33.7 million during the third quarter of fiscal 2021 from $18.0$35.7 million in the third quarter of fiscal 2020.2022 from $33.7 million in the third quarter of fiscal 2021. Gross margin increaseddecreased 280 basis points to 56.1% in the third quarter of fiscal 2022 from 58.9% in the third quarter of fiscal 2021 from 35.4% in the third quarter of fiscal 2020. Excluding items affecting comparability of $9.8 million in the third quarter of fiscal 2020, Stuart Weitzman gross profit increased 21.5% or $5.9 million to $33.7 million from $27.8 million in the third quarter of fiscal 2020. Excluding items affecting comparability, gross2021. Gross margin increased 420 basis points to 58.9% from 54.7% in the third quarter of fiscal 2020, and on a constant currency basis gross margin increased 30decreased 10 basis points from the third quarter of fiscal 2020.2021.
Selling, General and Administrative Expenses ("SG&A")
Three Months EndedThree Months Ended
March 27, 2021March 28, 2020VarianceApril 2, 2022March 27, 2021Variance
(millions)(millions)
Amount% of Net SalesAmount% of Net SalesAmount%Amount% of Net SalesAmount% of Net SalesAmount%
CoachCoach$466.6 48.4 %$437.6 56.6 %$29.0 6.6 %Coach$494.5 46.1 %$466.6 48.4 %$27.9 6.0 %
Kate SpadeKate Spade168.9 66.9 213.8 85.7 (44.9)(21.0)Kate Spade179.1 59.4 168.9 66.9 10.2 6.1 
Stuart WeitzmanStuart Weitzman51.2 89.4 548.7 NM(497.5)(90.7)Stuart Weitzman42.0 66.0 51.2 89.4 (9.2)(18.1)
CorporateCorporate108.5 NA101.6 NA6.9 6.8 Corporate120.0 NA108.5 NA11.5 10.5 
TapestryTapestry$795.2 62.5 $1,301.7 NM$(506.5)(38.9)Tapestry$835.6 58.1 $795.2 62.5 $40.4 5.1 
SG&A expenses decreased 38.9%increased 5.1% or $506.5$40.4 million to $795.2$835.6 million in the third quarter of fiscal 20212022 as compared to $1.30 billion in the third quarter of fiscal 2020. As a percentage of net sales, SG&A expenses decreased to 62.5% during the third quarter of fiscal 2021. Excluding items affecting comparability of $66.2 million and $549.9 million in the third quarter of fiscal 2021 and fiscal 2020, respectively, SG&A expenses decreased 3.0% or $22.8 million to $729.0 million from $751.8 million in the third quarter of fiscal 2020. SG&A as a percentage of sales decreased to 57.3% as compared to 70.1% during the third quarter of fiscal 2020. This decrease in SG&A expenses includes actions taken as part of the Acceleration Program partially offset by an increase in accrued Annual Incentive Plan expenses.
Coach SG&A Expenses decreased 6.6% or $29.0 million to $466.6 million in the third quarter of fiscal 2021 as compared to $437.6 million in the third quarter of fiscal 2020. SG&A expenses as a percentage of net sales decreased to 48.4% during the third quarter of fiscal 2021 from 56.6% during the third quarter of fiscal 2020. Excluding items affecting comparability of $25.1 million and $16.4 million in the third quarter of fiscal 2021 and fiscal 2020, respectively, SG&A expenses increased 4.8% or $20.3 million to $441.5 million during the third quarter of fiscal 2021; and SG&A expenses as a percentage of net sales decreased to 45.8% in the third quarter of fiscal 2021 from 54.5% in the third quarter of fiscal 2020. This increase in SG&A expenses is primarily due to an increase in digital marketing spend and e-commerce related operational and selling costs in support of higher e-commerce sales, partially offset by a decline in compensation costs.
35


Kate Spade SG&A Expenses decreased 21.0% or $44.9 million to $168.9 million in the third quarter of fiscal 2021 as compared to $213.8 million in the third quarter of fiscal 2020. As a percentage of net sales, SG&A expenses decreased to 66.9% during the third quarter of fiscal 2021 as compared to 85.7% during the third quarter of fiscal 2020. Excluding items affecting comparability of $20.2 million and $41.8 million in the third quarter of fiscal 2021 and fiscal 2020, respectively, SG&A expenses decreased 13.5% or $23.3 million to $148.7 million during the third quarter of fiscal 2021; and SG&A expenses as a percentage of net sales decreased to 58.9% in the third quarter of fiscal 2021 from 68.9% in the third quarter of fiscal 2020. This decrease in SG&A expenses is primarily due to a decline in occupancy costs, compensation costs and depreciation expense, partially offset by an increase in e-commerce related operational and selling costs in support of higher e-commerce sales.
Stuart Weitzman SG&A Expenses decreased 90.7% or $497.5 million to $51.2 million in the third quarter of fiscal 2021 as compared to $548.7$795.2 million in the third quarter of fiscal 2021. As a percentage of net sales, SG&A expenses decreased to 58.1% during the third quarter of fiscal 2022 from 62.5% during the third quarter of fiscal 2021. Excluding items affecting comparability of $6.3 million and $66.2 million in the third quarter of fiscal 2022 and fiscal 2021, respectively, SG&A expenses increased 13.8% or $100.3 million to $829.3 million from $729.0 million in the third quarter of fiscal 2021. SG&A as a percentage of net sales increased to 57.7% as compared to 57.3% during the third quarter of fiscal 2021.
Coach SG&A Expenses increased 6.0% or $27.9 million to $494.5 million in the third quarter of fiscal 2022 as compared to $466.6 million in the third quarter of fiscal 2021. SG&A expenses as a percentage of net sales decreased to 46.1% during the third quarter of fiscal 2022 from 48.4% during the third quarter of fiscal 2021. Excluding items affecting comparability of $1.5 million and $25.1 million in the third quarter of fiscal 2022 and fiscal 2021, respectively, SG&A expenses increased 11.6% or $51.5 million to $493.0 million during the third quarter of fiscal 2022; and SG&A expenses as a percentage of net sales increased to 46.0% in the third quarter of fiscal 2022 from 45.8% in the third quarter of fiscal 2021. This increase in SG&A expenses was primarily due to higher marketing spend, most notably in digital, an increase in variable distribution costs, and increased compensation costs.
Kate Spade SG&A Expenses increased 6.1% or $10.2 million to $179.1 million in the third quarter of fiscal 2022 as compared to $168.9 million in the third quarter of fiscal 2021. As a percentage of net sales, SG&A expenses decreased to 59.4% during the third quarter of fiscal 2022 from 66.9% during the third quarter of fiscal 2021. Excluding items affecting comparability of $0.7 million and $20.2 million in the third quarter of fiscal 2022 and fiscal 2021, respectively, SG&A expenses increased 20.0% or $29.7 million to $178.4 million during the third quarter of fiscal 2022; and SG&A expenses as a percentage of net sales increased to 59.2% in the third quarter of fiscal 2022 from 58.9% in the third quarter of fiscal 2021. This increase in SG&A expenses was primarily due to higher marketing spend, most notably in digital, and an increase in compensation costs.
Stuart Weitzman SG&A Expenses decreased 18.1% or $9.2 million to $42.0 million in the third quarter of fiscal 2022 as compared to $51.2 million in the third quarter of fiscal 2021. As a percentage of net sales, SG&A expenses decreased to 66.0% during the third quarter of fiscal 2022 as compared to 89.4% during the third quarter of fiscal 2021. Excluding items affecting comparability of $9.5$(0.1) million and $486.0$9.5 million in the third quarter of fiscal 20212022 and
33


fiscal 2020,2021, respectively, SG&A expenses decreased 33.5%increased 0.9% or $21.0$0.4 million to $41.7$42.1 million during the third quarter of fiscal 2021 from $62.7 million during the third quarter of fiscal 2020;2022; and SG&A expenses as a percentage of net sales decreased to 66.2% in the third quarter of fiscal 2022 from 72.8% in the third quarter of fiscal 2021. This decrease is primarily due to higher bad debt reserves in prior year due to Covid-19, as well as a decline in occupancy and compensation costs, mainly as a result of fleet optimization under the Acceleration Program.
Corporate expenses, which are included within SG&A expenses discussed above but are not directly attributable to a reportable segment, increased 6.8%10.5% or $6.9$11.5 million to $120.0 million in the third quarter of fiscal 2022 as compared to $108.5 million in the third quarter of fiscal 2021 as compared to $101.62021. Excluding items affecting comparability of $4.2 million and $11.4 million in the third quarter of fiscal 2020. Excluding items affecting comparability of $11.42022 and fiscal 2021, respectively, SG&A expenses increased 19.2% or $18.7 million and $5.7to $115.8 million in the third quarter of fiscal 2021 and fiscal 2020, respectively, SG&A expenses increased 1.3% or $1.2 million2022 as compared to $97.1 million in the third quarter of fiscal 2021 as compared to $95.9 million in the third quarter of fiscal 2020.2021. This increase in SG&A expenses was primarily driven by higher compensation costs, higher investments in information technology systems, and an increase in accrued Annual Incentive Plan expenses partially offset by lower variable occupancy costs.
Operating Income (Loss)
Three Months EndedThree Months Ended
March 27, 2021March 28, 2020VarianceApril 2, 2022March 27, 2021Variance
(millions)(millions)
Amount% of Net SalesAmount% of Net SalesAmount%Amount% of Net SalesAmount% of Net SalesAmount%
CoachCoach$251.4 26.1 %$38.1 4.9 %$213.3 NMCoach$285.5 26.6 %$251.4 26.1 %$34.1 13.5 %
Kate SpadeKate Spade(8.7)(3.4)(91.3)(36.6)82.6 90.5 Kate Spade10.3 3.4 (8.7)(3.4)19.0 NM
Stuart WeitzmanStuart Weitzman(17.5)(30.5)(530.7)NM513.2 (96.7)Stuart Weitzman(6.3)(9.9)(17.5)(30.5)11.2 64.0 
CorporateCorporate(108.5)NA(101.6)NA(6.9)(6.8)Corporate(120.0)NA(108.5)NA(11.5)(10.5)
TapestryTapestry$116.7 9.2 $(685.5)(63.9)$802.2 NMTapestry$169.5 11.8 $116.7 9.2 $52.8 45.1 
Operating income increased $802.245.1% or $52.8 million to $169.5 million in the third quarter of fiscal 2022 as compared to an operating income of $116.7 million in the third quarter of fiscal 20212021. Operating margin was 11.8% in the third quarter of fiscal 2022 as compared to an operating loss9.2% in the third quarter of $685.5fiscal 2021. Excluding items affecting comparability of $6.3 million and $66.2 million in the third quarter of fiscal 2020. Operating margin was 9.2% in the third quarter of2022 and fiscal 2021, as comparedrespectively, operating income decreased 3.9% or $7.1 million to (63.9)% in the third quarter of fiscal 2020. Excluding items affecting comparability of $66.2 million and $653.9$175.8 million in the third quarter of fiscal 2021 and fiscal 2020, respectively, operating income increased $214.5 million to2022 from $182.9 million in the third quarter of fiscal 2021 from an2021; and operating loss of $31.6 millionmargin decreased to 12.2% in the third quarter of fiscal 2020; and operating margin increased2022 as compared to 14.4% in the third quarter of fiscal 2021 as compared to (2.9)% in the third quarter of fiscal 2020.2021.
Coach Operating Income increased $213.313.5% or $34.1 million to $251.4$285.5 million in the third quarter of fiscal 2021,2022, resulting in an operating margin of 26.1%26.6%, as compared to $38.1$251.4 million and 4.9%26.1%, respectively, in the third quarter of fiscal 2020.2021. Excluding items affecting comparability, Coach operating income increased $160.13.9% or $10.5 million to $276.5$287.0 million from $116.4$276.5 million in the third quarter of fiscal 2020;2021; and operating margin was 26.8% in the third quarter of fiscal 2022 as compared to 28.7% in the third quarter of fiscal 2021 as compared to 15.1% in the third quarter of fiscal 2020. This increase in operating income was due to higher gross profit, partially offset by higher SG&A expenses.2021.
Kate Spade Operating LossIncome decreased 90.5% or $82.6increased $19.0 million to $8.7$10.3 million in the third quarter of fiscal 2021,2022, resulting in an operating margin of 3.4%, as compared to an operating loss of $8.7 million and operating margin of (3.4)% in the third quarter of fiscal 2021. Excluding items affecting comparability, Kate Spade operating income decreased 5.4% or $0.5 million to $11.0 million from $11.5 million in the third quarter of fiscal 2021; and operating margin was 3.6% in the third quarter of fiscal 2022 as compared to 4.6% in the third quarter of fiscal 2021.
Stuart Weitzman Operating Loss decreased 64.0% or $11.2 million to $6.3 million in the third quarter of fiscal 2022, resulting in an operating margin of (9.9)%, as compared to an operating loss of $91.3$17.5 million and an operating margin of (36.6)(30.5)% in the third quarter of fiscal 2020. Excluding items affecting comparability, Kate Spade operating income increased $28.7 million to $11.5 million from an operating loss of $17.2 million in the third quarter of fiscal 2020; and operating margin was 4.6% in the third quarter of fiscal 2021 as compared to (6.9)% in the third quarter of fiscal 2020. This increase in operating income was due to lower SG&A expenses and higher gross profit.
36


Stuart Weitzman Operating Loss decreased 96.7% or $513.2 million to $17.5 million in the third quarter of fiscal 2021, resulting in an operating margin of (30.5)%, as compared to an operating loss of $530.7 million in the third quarter of fiscal 2020.2021. Excluding items affecting comparability, Stuart Weitzman operating loss decreased 77.2%19.1% or $26.9$1.6 million to $8.0$6.4 million, resulting in an operating margin of (13.9)(10.2)%, as compared to operating loss of $34.9$8.0 million and operating margin of (13.9)% in the third quarter of fiscal 2021.
34


Interest Expense, net
Interest expense, net decreased 12.9% or $2.1 million to $14.8 million in the third quarter of fiscal 2020. This decrease in operating loss was due to lower SG&A expenses and higher gross profit.
Interest Expense, net
Interest expense, net increased 25.4% or $3.4 million2022 as compared to $16.9 million in the third quarter of fiscal 20212021. This decrease in interest expense, net was mainly due to lower interest expense on bonds as comparedwell as the repayment of borrowings on the Revolving Credit Facility during fiscal 2021.
Other Expense (Income)
Other expense decreased $1.4 million to $13.5an expense of $3.0 million in the third quarter of fiscal 2020. The increase in interest2022 as compared to expense net is mainly due to lower interest income.
Other Expense (Income)
Other expense decreased 25.5% or $1.6 million toof $4.4 million in the third quarter of fiscal 2021 as compared to $6.0 million in the third quarter of fiscal 2020. The2021. This decrease in other expense iswas related to a decrease in foreign exchange losses.
Provision (Benefit) for Income Taxes
The effective tax rate was 19.2% in the third quarter of fiscal 2022 as compared to 3.8% in the third quarter of fiscal 2021 as compared to 4.0% in the third quarter of fiscal 2020.2021. Excluding items affecting comparability, the effective tax rate was 13.8% in the third quarter of fiscal 2022 as compared to 10.3% in the third quarter of 2021 as compared to (48.2)% in the third quarter of fiscal 2020. The2021. This increase in our effective tax rate was primarily attributable to the geographic mix of earnings and the tax provision for the third quarter of fiscal 2020 being based on an operating loss due to a decline in net sales from Covid-19.earnings.
Net Income (Loss)
Net income increased $768.833.7% or $31.0 million to $122.7 million in the third quarter of fiscal 2022 as compared to $91.7 million in the third quarter of fiscal 2021 as compared2021. Excluding items affecting comparability, net income decreased 6.0% or $8.6 million to net loss of $677.1$136.3 million in the third quarter of fiscal 2020. Excluding items affecting comparability, net income increased $220.7 million2022 as compared to a net income of $144.9 million in the third quarter of fiscal 2021 as compared to a net loss of $75.8 million in the third quarter of fiscal 2020.2021. This increasedecrease was primarily due to higherlower operating income.
Net Income (Loss) per Share
Net income per diluted share increased $2.7743.9% or $0.14 to $0.46 in the third quarter of fiscal 2022 as compared to $0.32 in the third quarter of fiscal 2021 as compared to net loss per diluted share of $2.45 in the third quarter of fiscal 2020.2021. Excluding items affecting comparability, net income per diluted share increased $0.78 toremained flat at $0.51 in the third quarter of fiscal 20212022 as compared to net loss per diluted share of $0.27 in the third quarter of fiscal 2020. This change was primarily due to higher net income.


2021.
3735


FIRST NINE MONTHS FISCAL 20212022 COMPARED TO FIRST NINE MONTHS FISCAL 20202021
The following table summarizes results of operations for the first nine months of fiscal 20212022 compared to the first nine months of fiscal 2020.2021. All percentages shown in the table below and the discussion that follows have been calculated using unrounded numbers.
Nine Months EndedNine Months Ended
March 27, 2021March 28, 2020Variance April 2, 2022March 27, 2021Variance
(millions, except per share data) (millions, except per share data)
Amount% of
net sales
Amount% of
net sales
Amount% Amount% of
net sales
Amount% of
net sales
Amount%
Net salesNet sales$4,130.9 100.0 %$4,246.6 100.0 %$(115.7)(2.7)%Net sales$5,059.6 100.0 %$4,130.9 100.0 %$928.7 22.5 %
Gross profitGross profit2,915.8 70.6 2,740.4 64.5 175.4 6.4 Gross profit3,531.2 69.8 2,915.8 70.6 615.4 21.1 
SG&A expensesSG&A expenses2,207.5 53.4 3,011.2 70.9 (803.7)(26.7)SG&A expenses2,603.9 51.5 2,207.5 53.4 396.4 18.0 
Operating income (loss)Operating income (loss)708.3 17.1 (270.8)(6.4)979.1 NMOperating income (loss)927.3 18.3 708.3 17.1 219.0 30.9 
Loss on extinguishment of debtLoss on extinguishment of debt53.7 1.1 — — 53.7 NM
Interest expense, netInterest expense, net55.0 1.3 39.8 0.9 15.2 38.2 Interest expense, net46.8 0.9 55.0 1.3 (8.2)14.9 
Other expense (income)Other expense (income)(1.8) 12.8 0.3 (14.6)NMOther expense (income)8.3 0.2 (1.8)— 10.1 NM
Provision for income taxesProvision for income taxes20.7 0.5 34.9 0.8 (14.2)(40.9)Provision for income taxes151.0 3.0 20.7 0.5 130.3 NM
Net income (loss)Net income (loss)634.4 15.4 (358.3)(8.4)992.7 NMNet income (loss)667.5 13.2 634.4 15.4 33.1 5.2 
Net income (loss) per share:Net income (loss) per share:    Net income (loss) per share:    
Basic Basic$2.29  $(1.28) $3.57 NM Basic$2.47  $2.29  $0.18 8.2 
Diluted Diluted$2.25  $(1.28) $3.53 NM Diluted$2.42  $2.25  $0.17 7.3 
NM - Not meaningful
GAAP to Non-GAAP Reconciliation
The Company’s reported results are presented in accordance with GAAP. The reported results during the first nine months of fiscal 20212022 and fiscal 20202021 reflect certain items which affect the impactcomparability of the costs attributable to the CARES Act Tax Impact, the Acceleration Program, Impairment charges, ERP system implementation efforts and Organization-related and Integration costs,our results, as noted in the following tables. Refer to "Non-GAAP Measures" herein for further discussion on the Non-GAAP measures.
















3836


First Nine Months of Fiscal 2022 Items
Nine Months Ended April 2, 2022
Items Affecting Comparability
 GAAP Basis
(As Reported)
Debt ExtinguishmentAcceleration ProgramNon-GAAP Basis
(Excluding Items)
(millions, except per share data)
Cost of sales
Coach2,689.2   2,689.2 
Kate Spade696.6   696.6 
Stuart Weitzman145.4   145.4 
Gross profit(1)
$3,531.2 $ $ $3,531.2 
SG&A expenses
Coach1,564.7  4.0 1,560.7 
Kate Spade565.4  4.2 561.2 
Stuart Weitzman139.9  3.2 136.7 
Corporate333.9  20.3 313.6 
SG&A expenses$2,603.9 $ $31.7 $2,572.2 
Operating income (loss)
Coach1,124.5  (4.0)1,128.5 
Kate Spade131.2  (4.2)135.4 
Stuart Weitzman5.5  (3.2)8.7 
Corporate(333.9) (20.3)(313.6)
Operating income (loss)$927.3 $ $(31.7)$959.0 
Loss on extinguishment of debt53.7 53.7   
Provision for income taxes151.0 (12.9)(0.7)164.6 
Net income (loss)$667.5 $(40.8)$(31.0)$739.3 
Net income (loss) per diluted common share$2.42 $(0.15)$(0.11)$2.68 
(1)Adjustments within Gross profit are recorded within Cost of sales.
In the first nine months of fiscal 2022 the Company incurred charges as follows:
Debt Extinguishment - Debt extinguishment charges relate to the premiums, amortization and fees associated with the $500 million cash tender of the Company's 2027 Senior Notes and 2025 Senior Notes in the second quarter of fiscal 2022. Refer to Note 11, "Debt," for further information.
Acceleration Program - Total charges incurred under the Acceleration Program are primarily share-based compensation and professional fees incurred as a result of the development and execution of the Company's comprehensive strategic initiatives. Refer to the "Executive Overview" herein and Note 5, "Restructuring Activities," for further information.
These actions taken together increased the Company's SG&A expenses by $31.7 million, increased Loss on extinguishment of debt by $53.7 million and decreased Provision for income taxes by $13.6 million, negatively impacting Net income by $71.8 million or $0.26 per diluted share.
37


First Nine Months of Fiscal 2021 Items
Nine Months Ended March 27, 2021
Items Affecting Comparability
 GAAP Basis
(As Reported)
CARES Act Tax ImpactAcceleration ProgramImpairmentNon-GAAP Basis
(Excluding Items)
(millions, except per share data)
Cost of sales
Coach2,251.0 — — — 2,251.0 
Kate Spade547.4 — — — 547.4 
Stuart Weitzman117.4 — — — 117.4 
Gross profit(1)
$2,915.8 $— $— $— $2,915.8 
SG&A expenses
Coach1,317.6 — 21.2 20.4 1,276.0 
Kate Spade474.1 — 4.3 19.3 450.5 
Stuart Weitzman123.0 — (1.3)6.1 118.2 
Corporate292.8 — 44.5 — 248.3 
SG&A expenses$2,207.5 $— $68.7 $45.8 $2,093.0 
Operating income (loss)
Coach933.4 — (21.2)(20.4)975.0 
Kate Spade73.3 — (4.3)(19.3)96.9 
Stuart Weitzman(5.6)— 1.3 (6.1)(0.8)
Corporate(292.8)— (44.5)— (248.3)
Operating income (loss)$708.3 $— $(68.7)$(45.8)$822.8 
Provision for income taxes20.7 (95.0)(15.4)(9.8)140.9 
Net income (loss)$634.4 $95.0 $(53.3)$(36.0)$628.7 
Net income (loss) per diluted common share$2.25 $0.27 $(0.15)$(0.10)$2.23 
(1)Adjustments within Gross profit are recorded within Cost of sales.
In the first nine months of fiscal 2021, the Company incurred charges as follows:
CARES Act Tax Impact - Total amount relates to the income tax benefits under the CARES Act, most notably the Net Operating Loss ("NOL") carryback claim. Refer to Note 15,14, "Income Taxes" for further information.
Acceleration Program - Total charges incurred under the Acceleration Program are primarily professional fees incurred as a result of the development and execution of the Company's comprehensive strategic initiatives, as well as actions to streamline the Company's organization, which include severance. Refer to the "Executive Overview" herein and Note 6,5, "Restructuring Activities," herein for further information.
Impairment - Total charges are primarily due to impairment charges on lease ROU assets. Refer to the "Executive Overview" herein and Note 13,12, "Fair Value Measurements," for further information.
These actions taken together increased the Company's SG&A expenses by $114.5 million and decreased Provision for income taxes by $120.2 million, positively impacting Net income by $5.7 million or $0.02 per diluted share.
39


First Nine Months of Fiscal 2020 Items
Nine Months Ended March 28, 2020
Items Affecting Comparability
 GAAP Basis
(As Reported)
ERP ImplementationOrganization-related & Integration costsImpairmentNon-GAAP Basis
(Excluding Items)
(millions, except per share data)
Cost of sales
Coach2,030.6 — (0.1)(61.9)2,092.6 
Kate Spade576.4 — (1.2)(32.3)609.9 
Stuart Weitzman133.4 — (4.3)(9.8)147.5 
Gross profit(1)
$2,740.4 $— $(5.6)$(104.0)$2,850.0 
SG&A expenses
Coach1,410.2 — (0.1)57.9 1,352.4 
Kate Spade607.0 — 1.1 66.7 539.2 
Stuart Weitzman673.8 — (1.9)494.7 181.0 
Corporate320.2 23.6 27.4 — 269.2 
SG&A expenses$3,011.2 $23.6 $26.5 $619.3 $2,341.8 
Operating income (loss)
Coach620.4 — — (119.8)740.2 
Kate Spade(30.6)— (2.3)(99.0)70.7 
Stuart Weitzman(540.4)— (2.4)(504.5)(33.5)
Corporate(320.2)(23.6)(27.4)— (269.2)
Operating income (loss)$(270.8)$(23.6)$(32.1)$(723.3)$508.2 
Provision for income taxes34.9 (5.7)(11.9)(61.5)114.0 
Net income (loss)$(358.3)$(17.9)$(20.2)$(661.8)$341.6 
Net income (loss) per diluted common share$(1.28)$(0.06)$(0.07)$(2.37)$1.22 
(1)Adjustments within Gross profit are recorded within Cost of sales.
In the first nine months of fiscal 2020, the Company incurred charges as follows:
ERP Implementation - Total charges represent technology implementation costs.
Organization-related and Integration costs - Total charges represent organization-related costs as a result of the departure of the Company's former CEO in September 2019 and integration costs related to inventory, professional fees and share-based compensation. Refer to Note 5, "Integration," for more information regarding integration costs.
Impairment - Total charges are primarily due to impairment charges on the indefinite-lived brand intangible asset and goodwill for Stuart Weitzman, impairment charges on property and equipment assets and lease ROU assets, as well as increases in inventory reserves. Refer to Note 7, "Goodwill and Other Intangible Assets," Note 13, "Fair Value Measurements," and Note 17, "Segment Information," for further information.
    These actions taken together increased the Company's Cost of sales by $109.6 million, increased SG&A expenses by $669.4 million and decreased Provision for income taxes by $79.1 million, negatively impacting Net income by $699.9 million or $2.50 per diluted share.
4038


Tapestry, Inc. Summary – First Nine Months of Fiscal 20212022
Currency Fluctuation Effects
The change in net sales and gross margin for the first nine months of fiscal 20212022 compared to fiscal 20202021 has been presented both including and excluding currency fluctuation effects.
Net Sales
The Company has provided comparisons to certain fiscal year 2019 results, which the Company believes is useful to investors and others in evaluating the Company’s results, due to the significant impact of the Covid-19 pandemic on the Company’s operations and financial results, notably in the second half of fiscal year 2020.
Nine Months EndedVarianceNine Months EndedVariance
March 27,
2021
March 28,
2020
Amount%Constant Currency Change% Change versus FY19April 2,
2022
March 27,
2021
Amount%Constant Currency Change% Change versus FY19
(millions)(millions)
CoachCoach$3,064.2 $3,008.3 $55.9 1.9 %0.4 %(3.5)%Coach$3,712.3 $3,064.2 $648.1 21.2 %20.9 %16.9 %
Kate SpadeKate Spade868.4 985.4 (117.0)(11.9)(12.4)(16.1)Kate Spade1,101.4 868.4 233.0 26.8 27.0 6.4 
Stuart WeitzmanStuart Weitzman198.3 252.9 (54.6)(21.6)(23.1)(34.8)Stuart Weitzman245.9 198.3 47.6 24.0 22.1 (19.1)
Total TapestryTotal Tapestry$4,130.9 $4,246.6 $(115.7)(2.7)(4.0)(8.5)Total Tapestry$5,059.6 $4,130.9 $928.7 22.5 22.3 12.1 
Net sales in the first nine months of fiscal 2021 decreased 2.7%2022 increased 22.5% or $115.7$928.7 million to $4.13$5.06 billion. Excluding the effects of foreign currency, net sales decreasedincreased by 4.0%22.3% or $169.6$920.5 million.
Coach Net Sales increased 1.9%21.2% or $55.9$648.1 million to $3.06$3.71 billion in the first nine months of fiscal 2021.2022. Excluding the impact of foreign currency, net sales increased 0.4%20.9% or $10.8$641.9 million. This increase in net sales iswas primarily attributed to a net increase of $5.7$547.1 million in net global retail sales driven by higher global e-commerce sales and store sales in mainland China, partially offset by lower store sales in North America, Other Asia, including Japan, and Europe,partially offset by a decrease in store sales in Greater China due to the impact of Covid-19.Covid-19 related disruptions. This increase in net sales iswas also partially attributed to a $3.1$92.0 million increase in wholesale sales.
Kate Spade Net Sales decreased 11.9%increased 26.8% or $117.0$233.0 million to $868.4$1.10 billion in the first nine months of fiscal 2022. Excluding the impact of foreign currency, net sales increased 27.0% or $234.8 million. This increase in net sales was primarily attributed to a net increase of $195.1 million in net retail sales driven by higher store and e-commerce sales in North America. This increase in net sales was also partially attributed to a $43.6 million increase in wholesale sales.
Stuart Weitzman Net Sales increased 24.0% or $47.6 million to $245.9 million in the first nine months of fiscal 2021.2022. Excluding the impact of foreign currency, net sales decreased 12.4%increased 22.1% or $121.9$43.8 million. This decreaseincrease in net sales is driven bywas attributed to a decline$26.6 million increase in wholesale sales. This increase in net sales was also attributed to an increase of $54.8$17.1 million in net global retail sales, primarily driven by lowerhigher store and e-commerce sales primarily in North America, due to the impact of the Covid-19, partially offset by an increasea decrease in global e-commerce sales. Wholesalestore sales also declined $65.8 million, primarilyin Greater China due to a strategic pullback in disposition and lower demand as a result of the Covid-19 outbreak.related disruptions.
Stuart Weitzman Net Sales decreased 21.6%Gross Profit
Nine Months Ended
April 2, 2022March 27, 2021Variance
(millions)
Amount% of Net SalesAmount% of Net SalesAmount%
Coach$2,689.2 72.4 %$2,251.0 73.5 %$438.2 19.5 %
Kate Spade696.6 63.2 547.4 63.0 149.2 27.2 
Stuart Weitzman145.4 59.1 117.4 59.2 28.0 23.8 
Tapestry$3,531.2 69.8 $2,915.8 70.6 $615.4 21.1 
Gross profit increased 21.1% or $54.6$615.4 million to $198.3 million$3.53 billion during the first nine months of fiscal 2022 from $2.92 billion in the first nine months of fiscal 2021. Excluding the impact of foreign currency, net sales decreased 23.1% or $58.6 million. This decrease was primarily due to a net decline of $33.7 million in the retail business, which is attributed to store closures related to fleet optimization under the Acceleration Program, as well as a decline in demand as a result of Covid-19. Additionally, wholesale sales decreased $24.9 million, which is primarily due to a decline in demand as a result of Covid-19.
Gross Profit
Nine Months Ended
March 27, 2021March 28, 2020Variance
(millions)
Amount% of Net SalesAmount% of Net SalesAmount%
Coach$2,251.0 73.5 %$2,030.6 67.5 %$220.4 10.8 %
Kate Spade547.4 63.0 576.4 58.5 (29.0)(5.0)
Stuart Weitzman117.4 59.2 133.4 52.7 (16.0)(12.0)
Tapestry$2,915.8 70.6 $2,740.4 64.5 $175.4 6.4 
41


Gross profit increased 6.4% or $175.4 million to $2.92 billion during the first nine months of fiscal 2021 from $2.74 billion in the first nine months of fiscal 2020. Gross margin for the first nine months of fiscal 20212022 was 70.6%69.8% as compared to 64.5%70.6% in the first nine months of fiscal 2020. Excluding items affecting comparability of $109.6 million2021. Gross margin decreased 80 basis points in the first nine months of fiscal 2020, as discussed in the "GAAP to Non-GAAP Reconciliation" herein, gross profit increased 2.3% or $65.8 million to $2.92 billion in the first nine months of fiscal 2021,2022 and gross margin increased to 70.6% from 67.1% in the first nine months of fiscal 2020, and on a constant currency basis, gross margin increased 340 basis points from the first nine months of fiscal 2020.was not materially impacted by foreign currency.
39


The Company includes inbound product-related transportation costs from our service providers within Cost of sales. The Company, similar to some companies, includes certain transportation-related costs due to our distribution network in SG&A expenses rather than in Cost of sales; for this reason, our gross margins may not be comparable to that of entities that include all costs related to their distribution network in Cost of sales. The Company incurred incremental freight costs in fiscal 2022 compared to fiscal 2021 in order to maintain product flow to meet consumer demand. Refer to "Recent Developments," herein, for further information.
Coach Gross Profit increased 10.8%19.5% or $220.4$438.2 million to $2.69 billion in the first nine months of fiscal 2022 from $2.25 billion in the first nine months of fiscal 2021 from $2.03 billion2021. Gross margin decreased 110 basis points to 72.4% in the first nine months of fiscal 2020. Gross margin increased 600 basis points to2022 from 73.5% in the first nine months of fiscal 2021 from 67.5%2021. Gross margin was not materially impacted by foreign currency. This decrease in the first nine months of fiscal 2020. Excluding items affecting comparability of $62.0gross margin was primarily attributed to higher freight costs, unfavorable geography mix as well as unfavorable channel mix, partially offset by reduced promotional activity and stronger-than-anticipated sell-throughs.
Kate Spade Gross Profit increased 27.2% or $149.2 million to $696.6 million in the first nine months of fiscal 2020, Coach gross profit increased 7.6% or $158.4 million to $2.25 billion in the first nine months of fiscal 20212022 from $2.09 billion in the first nine months of fiscal 2020. Excluding items affecting comparability, gross margin increased 390 basis points to 73.5% from 69.6% in the first nine months of fiscal 2020, and was not materially impacted by foreign currency. This increase in gross margin is primarily attributed to reduced promotional activity.
Kate Spade Gross Profit decreased 5.0% or $29.0 million to $547.4 million in the first nine months of fiscal 2021 from $576.4 million2021. Gross margin increased 20 basis points to 63.2% in the first nine months of fiscal 2020. Gross margin increased 450 basis points to2022 from 63.0% in the first nine months of fiscal 2021 from 58.5% in the first nine months of fiscal 2020. Excluding items affecting comparability of $33.5 million in the first nine months of fiscal 2020, Kate Spade gross profit decreased 10.2% or $62.5 million to $547.4 million in the first nine months of fiscal 2021 from $609.9 million in the first nine months of fiscal 2020. Excluding items affecting comparability, gross2021. Gross margin increased 110 basis points to 63.0% from 61.9% in the first nine months of fiscal 2020, and was not materially impacted by foreign currency. This increase in gross margin was primarily dueattributed to favorable channel mix including a strategic pullback in disposition and reduced promotional activity, which was partiallyfavorable product mix and pricing actions as well as stronger-than-anticipated sell-throughs, offset by the impact of directly operating the footwear business.higher inbound freight costs, unfavorable channel mix, unfavorable geography mix, and higher duties.
Stuart Weitzman Gross Profit decreased 12.0%increased 23.8% or $16.0$28.0 million to $117.4$145.4 million during the first nine months of fiscal 20212022 from $133.4 million in the first nine months of fiscal 2020. Gross margin increased 650 basis points to 59.2% in the first nine months of fiscal 2021 from 52.7% in the first nine months of fiscal 2020. Excluding items affecting comparability of $14.1 million in the first nine months of fiscal 2020, Stuart Weitzman gross profit decreased 20.4% or $30.1 million to $117.4 million in the first nine months of fiscal 2021 compared2021. Gross margin decreased 10 basis points to $147.5 million59.1% in the first nine months of fiscal 2020, and gross margin increased 90 basis points to2022 from 59.2% from 58.3% in the first nine months of fiscal 2020.2021. On a constant currency basis, gross margin decreased 110increased 70 basis points. This decreaseincrease in gross margin was primarily attributed to increasedreduced promotional activity, partiallyfavorable product mix and pricing actions, and lower duties offset by unfavorable geography mix and unfavorable channel mix.
Selling, General and Administrative Expenses
Nine Months Ended
March 27, 2021March 28, 2020Variance
(millions)
Amount% of Net SalesAmount% of Net SalesAmount%
Coach$1,317.6 43.0 %$1,410.2 46.9 %$(92.6)(6.6)%
Kate Spade474.1 54.6 607.0 61.6 (132.9)(21.9)
Stuart Weitzman123.0 62.0 673.8 NM(550.8)(81.7)
Corporate292.8 NA320.2 NA(27.4)(8.5)
Tapestry$2,207.5 53.4 $3,011.2 70.9 $(803.7)(26.7)
42


Nine Months Ended
April 2, 2022March 27, 2021Variance
(millions)
Amount% of Net SalesAmount% of Net SalesAmount%
Coach$1,564.7 42.2 %$1,317.6 43.0 %$247.1 18.8 %
Kate Spade565.4 51.3 474.1 54.6 91.3 19.3 
Stuart Weitzman139.9 56.9 123.0 62.0 16.9 13.7 
Corporate333.9 NA292.8 NA41.1 14.0 
Tapestry$2,603.9 51.5 $2,207.5 53.4 $396.4 18.0 
SG&A expenses decreased 26.7%increased 18.0% or $803.7$396.4 million to $2.60 billion in the first nine months of fiscal 2022 as compared to $2.21 billion in the first nine months of fiscal 2021 as compared to $3.01 billion in the first nine months of fiscal 2020.2021. As a percentage of net sales, SG&A expenses decreased to 51.5% during the first nine months of fiscal 2022 as compared to 53.4% during the first nine months of fiscal 2021 as compared to 70.9% during the first nine months of fiscal 2020.2021. Excluding items affecting comparability of $114.5$31.7 million and $669.4$114.5 million in the first nine months of fiscal 20212022 and 2020,fiscal 2021, respectively, SG&A expenses decreased 10.6%increased 22.9% or $248.8$479.2 million to $2.57 billion from $2.09 billion the first nine months of fiscal 2020.2021. Excluding items affecting comparability, SG&A expenses as a percentage of net sales decreasedincreased to 50.8% in the first nine months of fiscal 2022 from 50.7% in the first nine months of fiscal 2021 from 55.1%2021.
Coach SG&A Expenses increased 18.8% or $247.1 million to $1.56 billion in the first nine months of fiscal 2020. This decrease in SG&A expenses includes actions taken2022 as part of the Acceleration Program as well as benefits from wage subsidies and rent concessions, partially offset by an increase in accrued Annual Incentive Plan expenses.
Coach SG&A Expenses decreased 6.6% or $92.6 millioncompared to $1.32 billion in the first nine months of fiscal 2021 as compared to $1.41 billion in the first nine months of fiscal 2020.2021. As a percentage of net sales, SG&A expenses decreased to 42.2% during the first nine months of fiscal 2022 as compared to 43.0% during the first nine months of fiscal 2021 as compared to 46.9% during the first nine months of fiscal 2020.2021. Excluding items affecting comparability of $41.6$4.0 million and $57.8$41.6 million in the first nine months of fiscal 20212022 and fiscal 2020,2021, respectively, SG&A expenses decreased 5.6%increased 22.3% or $76.4$284.7 million to $1.28$1.56 billion in the first nine months of fiscal 2021;2022; and SG&A expenses as a percentage of net sales increased to 42.0% in the first nine months of fiscal 2022 from 41.6% in the first nine months of fiscal 2021. This increase in SG&A expenses was primarily due to higher marketing spend, most notably in digital, increased compensation costs, a decrease in Covid-19 related wage subsidies and rent concessions, and an increase in variable selling and distribution costs.
40


Kate Spade SG&A Expenses increased 19.3% or $91.3 million to $565.4 million in the first nine months of fiscal 2022 from $474.1 million in the first nine months of fiscal 2021. As a percentage of net sales, SG&A expenses decreased to 51.3% during the first nine months of fiscal 2022 as compared to 54.6% during the first nine months of fiscal 2021. Excluding items affecting comparability of $4.2 million and $23.6 million in the first nine months of fiscal 2022 and fiscal 2021, respectively, SG&A expenses increased 24.6% or $110.7 million to $561.2 million in the first nine months of fiscal 2022; and SG&A expenses as a percentage of net sales decreased to 41.6%51.0% in the first nine months of fiscal 20212022 from 45.0%51.9% in the first nine months of fiscal 2020.2021. This decreaseincrease in SG&A expenses was primarily due to a declinehigher marketing spend, most notably in digital, increased compensation costs, occupancy costs and depreciation expense, partially offset by an increase in digital marketing spendvariable selling and e-commerce related operational and selling costs in support of higher e-commerce sales.distribution costs.
Kate SpadeStuart Weitzman SG&A Expenses decreased 21.9%increased 13.7% or $132.9$16.9 million to $474.1$139.9 million in the first nine months of fiscal 2021 from $607.02022 as compared to $123.0 million in the first nine months of fiscal 2020.2021. As a percentage of net sales, SG&A expenses decreased to 54.6%56.9% during the first nine months of fiscal 20212022 as compared to 61.6% during the first nine months of fiscal 2020. Excluding items affecting comparability of $23.6 million and $67.8 million in the first nine months of fiscal 2021 and 2020, respectively, SG&A expenses decreased 16.4% or $88.7 million to $450.5 million in the first nine months of fiscal 2021; and SG&A expenses as a percentage of net sales decreased to 51.9% in the first nine months of fiscal 2021 from 54.7% in the first nine months of fiscal 2020. This decrease in SG&A expenses was due to a decline in compensation costs, occupancy costs and depreciation expense, partially offset by an increase in digital marketing spend and e-commerce related operational and selling costs in support of higher e-commerce sales.
Stuart Weitzman SG&A Expenses decreased 81.7% or $550.8 million to $123.0 million in the first nine months of fiscal 2021 as compared to $673.8 million in the first nine months of fiscal 2020. As a percentage of net sales, SG&A expenses was 62.0% during the first nine months of fiscal 2021. Excluding items affecting comparability of $4.8$3.2 million and $492.8$4.8 million in the first nine months of fiscal 20212022 and 2020,fiscal 2021, respectively, SG&A expenses decreased 34.7%increased 15.6% or $62.8$18.5 million to $118.2$136.7 million in the first nine months of fiscal 2021;2022; and SG&A expenses as a percentage of net sales decreased to 55.6% in the first nine months of fiscal 2022 from 59.7% in the first nine months of fiscal 2021. This decreaseincrease in SG&A expenses iswas primarily due to higher marketing spend, most notably in digital, higher selling costs, and a declinedecrease in occupancyCovid-19 related rent concessions and compensation costs mainly as a result of fleet optimization under the Acceleration Program, higher bad debt reserves in prior year due to Covid-19, as well as declines in marketing spend.wage subsidies.
Corporate expenses, which are included within SG&A expenses discussed above but are not directly attributable to a reportable segment, decreased 8.5%increased 14.0% or $27.4$41.1 million to $333.9 million in the first nine months of fiscal 2022 as compared to $292.8 million in the first nine months of fiscal 2021 as compared to $320.22021. Excluding items affecting comparability of $20.3 million and $44.5 million in the first nine months of fiscal 2020. Excluding items affecting comparability of $44.52022 and fiscal 2021, respectively, SG&A expenses increased by 26.3% or $65.3 million and $51.0to $313.6 million in the first nine months of fiscal 2021 and 2020, respectively, SG&A expenses decreased by 7.8% or $20.9 million2022 as compared to $248.3 million in the first nine months of fiscal 2021 as compared to $269.2 million2021. This increase in SG&A expenses was primarily driven by higher compensation costs, the first nine months of fiscal 2020. This decrease in corporate expenses is due to aone-time gain realized on the sale of our corporate office in Hong Kong aSAR, China in the first quarter of fiscal 2021 and the one-time gain realized on the deferred purchase price of the Kate Spade joint venture and lower variable occupancy cost, partially offset by an increase in accrued Annual Incentive Plan expenses.the second quarter of fiscal 2021.
Operating Income (Loss)
Nine Months Ended
March 27, 2021March 28, 2020Variance
(millions)
Amount% of Net SalesAmount% of Net SalesAmount%
Coach$933.4 30.5 %$620.4 20.6 %$313.0 50.4 %
Kate Spade73.3 8.4 (30.6)(3.1)103.9 NM
Stuart Weitzman(5.6)(2.8)(540.4)NM534.8 99.0 
Corporate(292.8)NA(320.2)NA27.4 8.5 
Tapestry$708.3 17.1 $(270.8)(6.4)$979.1 NM
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Nine Months Ended
April 2, 2022March 27, 2021Variance
(millions)
Amount% of Net SalesAmount% of Net SalesAmount%
Coach$1,124.5 30.3 %$933.4 30.5 %$191.1 20.5 %
Kate Spade131.2 11.9 73.3 8.4 57.9 78.8 
Stuart Weitzman5.5 2.2 (5.6)(2.8)11.1 NM
Corporate(333.9)NA(292.8)NA(41.1)(14.0)
Tapestry$927.3 18.3 $708.3 17.1 $219.0 30.9 
Operating income increased $979.130.9% or $219.0 million to $927.3 million in the first nine months of fiscal 2022 as compared to operating income of $708.3 million in the first nine months of fiscal 20212021. Operating margin was 18.3% in the first nine months of fiscal 2022 as compared to operating loss17.1% in the first nine months of $270.8fiscal 2021. Excluding items affecting comparability of $31.7 million and $114.5 million in the first nine months of fiscal 2020. Operating margin was 17.1% in the first nine months of2022 and fiscal 2021, as comparedrespectively, operating income increased $136.2 million to (6.4)% in the first nine months of fiscal 2020. Excluding items affecting comparability of $114.5$959.0 million and $779.0from $822.8 million in the first nine months of fiscal 20212021; and fiscal 2020, respectively, operating income increased $314.6 million to $822.8 million from $508.2 millionmargin was 19.0% in the first nine months of fiscal 2020; and operating margin was2022 as compared to 19.9% in the first nine months of fiscal 2021 as compared to 12.0% in the first nine months of fiscal 2020.2021.
Coach Operating Income increased 50.4%20.5% or $313.0$191.1 million to $933.4 million$1.12 billion in the first nine months of fiscal 2021,2022, resulting in an operating margin of 30.5%30.3%, as compared to $620.4$933.4 million and 20.6%30.5%, respectively, in the first nine months of fiscal 2020.2021. Excluding items affecting comparability, Coach operating income increased 31.7%15.8% or $234.8$153.5 million to $975.0$1,128.5 million from $740.2$975.0 million in the first nine months of fiscal 2020;2021; and operating margin was 30.4% in the first nine months of fiscal 2022 as compared to 31.8% in the first nine months of fiscal 2021 as compared to 24.6% in the first nine months of fiscal 2020. This increase in operating income was due to an increase in gross profit and lower SG&A expense.2021.
Kate Spade Operating Income increased $103.978.8% or $57.9 million to $73.3$131.2 million in the first nine months of fiscal 2021,2022, resulting in an operating margin of 8.4%11.9%, as compared to operating lossincome of $30.6$73.3 million and (3.1)%8.4%, respectively, in the first nine months of fiscal 2020.2021. Excluding items affecting comparability, Kate Spade operating income increased $26.239.6% or $38.5 million to $96.9$135.4 million from $70.7$96.9 million in the first nine months of fiscal 2020; 2021;
41


and operating margin was 12.3% in the first nine months of fiscal 2022 as compared to 11.2% in the first nine months of fiscal 2021 as compared to 7.2% in the first nine months of fiscal 2020. This increase in operating income was due lower SG&A expenses partially offset by a decrease in gross profit.2021.
Stuart Weitzman Operating LossIncome decreased 99.0% or $534.8increased $11.1 million to $5.6$5.5 million in the first nine months of fiscal 2021,2022, resulting in an operating margin of (2.8)%2.2%, as compared to operating loss of $540.4$5.6 million in first nine months of fiscal 2020.2021. Excluding items affecting comparability, Stuart Weitzman operating loss decreased 97.5% or $32.7income increased $9.5 million to $0.8$8.7 million from $33.5and operating loss of $0.8 million in the first nine months of fiscal 2020;2021; and operating margin was (0.4)%3.5% in the first nine months of fiscal 2022 as compared to an operating loss of 0.4% in the first nine months of fiscal 2021.
Loss on Extinguishment of Debt
In the second quarter of fiscal 2022, the Company early tendered $500 million in aggregate of the Company’s 2027 Senior Notes and 2025 Senior Notes. As a result, the Company incurred a loss on extinguishment of debt of $53.7 million in the first nine months of fiscal 2022, primarily related to the premiums, amortization and fees associated with the partial tender.
Interest Expense, net
Interest expense, net decreased 14.9% or $8.2 million to $46.8 million in the first nine months of fiscal 2022 as compared to $55.0 million in the first nine months of fiscal 2021. This decrease in operating lossinterest expense, net was due to lower SG&A expenses, partially offset by a decrease in gross profit.interest expense due to the repayment of the Revolving Credit Facility during fiscal 2021 as well as lower bond interest expense.
InterestOther Expense net(Income)
Interest expense, net increased 38.2% or $15.2Other income decreased $10.1 million to $55.0an expense of $8.3 million in the first nine months of fiscal 20212022 as compared to $39.8 million in the first nine months of fiscal 2020. This increase in interest expense, net is due to lower interest income and additional interest expense related to the draw down on the Revolving Credit Facility in the fourth quarter of fiscal 2020.
Other Expense (Income)
Other income increased $14.6 million to income of $1.8 million in the first nine months of fiscal 2021 as compared to expense of $12.8 million in the first nine months of fiscal 2020.2021. This increasedecrease in other income iswas related to an increase in foreign exchange gains.losses.
Provision (Benefit) for Income Taxes
The effective tax rate was 18.5% in the first nine months of fiscal 2022 as compared to 3.1% in the first nine months of fiscal 2021 as compared to (10.8)% in the first nine months of fiscal 2020.2021. Excluding items affecting comparability, the effective tax rate was 18.2% in the first nine months of fiscal 2022 as compared to 18.3% in the first nine months of fiscal 2021 as compared2021.
Net Income (Loss)
Net income increased 5.2% or $33.1 million to 25.0%$667.5 million in the first nine months of fiscal 2020. This decrease in our effective tax rate was primarily attributable2022 as compared to geographic mixnet income of earnings and the impact of nondeductible expenses on lower pretax operating income in the first nine months of fiscal 2020.
Net Income (Loss)
Net income increased $992.7 million to $634.4 million in the first nine months of fiscal 2021 as compared2021. Excluding items affecting comparability, net income increased 17.6% or $110.6 million to net loss of $358.3$739.3 million in the first nine months of fiscal 2020. Excluding items affecting comparability, net income increased $287.1 million2022 as compared to $628.7 million in the first nine months of fiscal 2021 as compared to $341.6 million in the first nine months of fiscal 2020.2021. This increase was primarily due to higher operating income.
Net Income (Loss) per Share
Net income per diluted share increased $3.537.3% or $0.17 to $2.42 in the first nine months of fiscal 2022 as compared to $2.25 in the first nine months of fiscal 2021 as compared to net loss per diluted share of $1.28 in the first nine months of fiscal 2020.2021. Excluding items affecting comparability, net income per diluted share increased $1.0119.9% or $0.45 to $2.68 in the first nine months of fiscal 2022 from $2.23 in the first nine months of fiscal 2021 from $1.22 in the first nine months of fiscal 2020.2021. This change was primarily due to higher net income.



4442


NON-GAAP MEASURES
The Company’s reported results are presented in accordance with GAAP. The reported gross profit, SG&A expenses, operating income, provision for income taxes, net income and earnings per diluted share in the third quarter and the first nine months of fiscal 2022 and fiscal 2021 and the reported loss on extinguishment of debt in the first nine months of fiscal 20202022 reflect certain items, including the impact of ERP Implementation and Organization-related and Integrationdebt extinguishment costs in fiscal 2020, Impairment2022, Acceleration Program costs in fiscal 20202022 and fiscal 2021, and Acceleration Program costs andthe CARES Act Tax Impact in fiscal 2021 and Impairment costs in fiscal 2021. As a supplement to the Company's reported results, these metrics are also reported on a non-GAAP basis to exclude the impact of these items, along with a reconciliation to the most directly comparable GAAP measures.
The Company has historically reported comparable store sales, which reflects sales performance at stores that have been open for at least 12 months, and includes sales from the Internet.e-commerce sites. The Company excludes new stores, including newly acquired locations, from the comparable store base for the first twelve months of operation. The Company excludes closed stores from the calculation. Comparable store sales are not adjusted for store expansions. Due to the uncertain business environmentextensive full and partial store closures resulting from the impact of the Covid-19 pandemic, comparable store sales are not reported for the three andor nine months ended March 27, 2021April 2, 2022 as the Company does not believe this metric is currently meaningful to the readers of its financial statements for this period.
These non-GAAP performance measures were used by management to conduct and evaluate its business during its regular review of operating results for the periods affected. Management and the Company’s Board utilized these non-GAAP measures to make decisions about the uses of Company resources, analyze performance between periods, develop internal projections and measure management performance. The Company’s internal management reporting excluded these items. In addition, the Human Resources Committeehuman resources committee of the Company’s Board uses these non-GAAP measures when setting and assessing achievement of incentive compensation goals.
The Company operates on a global basis and reports financial results in U.S. dollars in accordance with GAAP. Fluctuations in foreign currency exchange rates can affect the amounts reported by the Company in U.S. dollars with respect to its foreign revenues and profit. Accordingly, certain material increases and decreases in operating results for the Company and its segments have been presented both including and excluding currency fluctuation effects. These effects occur from translating foreign-denominated amounts into U.S. dollars and comparing to the same period in the prior fiscal year. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. The Company calculates constant currency revenue results by translating current period Net sales and Cost of sales,revenue in local currency using the prior year period's currency conversion rate. The constant currency gross margin results are reported excluding items affecting comparability.
We believe these non-GAAP measures are useful to investors and others in evaluating the Company’s ongoing operating and financial results in a manner that is consistent with management's evaluation of business performance and understanding how such results compare with the Company’s historical performance. Additionally, we believe presenting certain increases and decreases in constant currency provides a framework for assessing the performance of the Company's business outside the United States and helps investors and analysts understand the effect of significant year-over-year currency fluctuations. We believe excluding these items assists investors and others in developing expectations of future performance.
By providing the non-GAAP measures, as a supplement to GAAP information, we believe we are enhancing investors’ understanding of our business and our results of operations. The non-GAAP financial measures are limited in their usefulness and should be considered in addition to, and not in lieu of, GAAP financial measures. Further, these non-GAAP measures may be unique to the Company, as they may be different from non-GAAP measures used by other companies.
For a detailed discussion on these non-GAAP measures, see Item 2. "Management’s Discussion and Analysis of Financial Condition and Results of Operations."

4543


LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Nine Months EndedNine Months Ended
March 27,
2021
March 28,
2020
ChangeApril 2,
2022
March 27,
2021
Change
(millions)(millions)
Net cash provided by (used in) operating activities$944.6 $446.1 $498.5 
Net cash provided by operating activitiesNet cash provided by operating activities$616.4 $944.6 $(328.2)
Net cash used in investing activitiesNet cash used in investing activities(43.6)(69.2)25.6 Net cash used in investing activities(337.5)(43.6)(293.9)
Net cash used in financing activitiesNet cash used in financing activities(688.6)(603.1)(85.5)Net cash used in financing activities(1,468.3)(688.6)(779.7)
Effect of exchange rate changes on cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalents13.0 (0.4)13.4 Effect of exchange rate changes on cash and cash equivalents(12.3)13.0 (25.3)
Net increase/ (decrease) in cash and cash equivalents$225.4 $(226.6)$452.0 
Net (decrease) increase in cash and cash equivalentsNet (decrease) increase in cash and cash equivalents$(1,201.7)$225.4 $(1,427.1)
The Company’s cash and cash equivalents increaseddecreased by $1.20 billion in the first nine months of fiscal 2022 as compared to an increase of $225.4 million in the first nine months of fiscal 2021, as compared to a decrease of $226.6 million in the first nine months of fiscal 2020, as discussed below.
Net cash provided by (used in) operating activities
Net cash provided by operating activities increased $498.5decreased $328.2 million due to higher net income of $992.7 million and changes in operating assets and liabilities of $345.9$505.7 million, partially offoffset by the impact of non-cash adjustments of $840.1$90.7 million, loss on extinguishment of debt of $53.7 million and higher net income of $33.1 million.
The $345.9$505.7 million increasedecrease in changes in operating asset and liability balances were primarily driven by the following:
Accounts payableInventories were a sourceuse of cash of $275.0$192.2 million in the first nine months of fiscal 20212022 compared to a use of cash of $18.5 million in the first nine months of fiscal 2020, primarily due to the extension of payment terms to certain vendors in addition to higher inventory in transit compared to the prior period.
Inventories were a source of cash of $63.9 million in the first nine months of fiscal 2021, primarily driven by higher receipts and increased in transit inventory due to supply chain challenges and increased inbound freight costs compared to prior year.
Accounts payable were a usesource of cash of $171.6$23.1 million in the first nine months of fiscal 2020,2022 compared to a source of cash of $275.0 million in the first nine months of fiscal 2021, primarily driven bydue to the extension of payment terms with certain vendors in fiscal 2021 and higher than expected sales, more disciplined inventory management and actions taken to exit certain markets.in transit in fiscal 2022.
Accrued liabilities were a use of cash of $110.6 million in the first nine months of fiscal 2022 compared to a source of cash of $7.6 million in the first nine months of fiscal 2021, comparedprimarily attributed to the Annual Incentive Plan payment as the Company did not pay out under its Annual Incentive Plan during fiscal 2021 (for performance during fiscal year 2020) offset by increased distribution costs driven by higher sales and inbound freight.
Other assets were a usesource of cash of $31.2$62.3 million in the first nine months of fiscal 2020, primarily attributed to increased accruals for Annual Incentive Plan payments2022 compared to the prior period and the timing of payments related to other taxes.
Other liabilities were a use of cash of $10.2 million in the first nine months of fiscal 2021 compared to a use of cash of $37.6 million in the first nine months of fiscal 2020, primarily due to the timing of tax payments.
Other assets were a use of cash of $105.7 million in the first nine months of fiscal 2021, comparedprimarily attributed to a source of cash of $19.1 million in the first nine months of fiscal 2020, primarily related to an increase in income tax receivable primarily due toreceivables including the NOL carryback claim under the CARES Act.
Trade accounts receivable were a useAct filed in fiscal 2021 and the timing of cash of $49.3 millionpayments and other refunds in the first nine months of fiscal 2021 compared to a source of cash of $75.2 million in the first nine months of fiscal 2020, primarily driven by a lower balance in the fourth quarter of fiscal 2020 due to impacts from Covid-19.U.S.
Net cash used in investing activities
Net cash used in investing activities in the first nine months of fiscal 20212022 was $43.6$337.5 million as compared to a use of cash of $69.2$43.6 million in the first nine months of fiscal 2020,2021, resulting in a $25.6$293.9 million decreaseincrease in net cash used in investing activities.
The $337.5 million use of cash in the first nine months of fiscal 2022 is primarily due to purchases of investments of $523.4 million and capital expenditures of $75.1 million, partially offset by proceeds from maturities and sales of investments $261.0 million.
The $43.6 million use of cash in the first nine months of fiscal 2021 is primarily due to capital expenditures of $68.9 million, partially offset by proceedscash received from the sale of building of $23.9 million.
The $69.2 million use of cash in the first nine months of fiscal 2020 is primarily due to cash used for purchases of investments of $212.4 million in the nine months of fiscal 2020 and capital expenditures of $172.9 million, partially offset by proceeds from maturities and sales of investments of $316.1 million.
Net cash used in financing activities
Net cash used in financing activities was $1.47 billion in the first nine months of fiscal 2022 as compared to a use of cash of $688.6 million in the first nine months of fiscal 2021, as compared toresulting in a use$779.7 million increase in net cash used in financing activities.
The $1.47 billion of cash of $603.1 millionused in the first nine months of fiscal 2020, resulting in a2022 was primarily due to repurchase of common stock of $1.25 billion, repayment of debt of $500.0 million, dividend payments of $202.8 million and the payment of debt extinguishment costs of $50.7 million, partially offset by proceeds from the issuance of debt, net increase in use of cash for financing activitiesdiscount of $85.5$498.5 million.
4644


The $688.6 million use of cash used in the first nine months of fiscal 2021 was primarily due to repayments on the revolving credit facility of $700.0 million and note payable of $11.5 million, partially offset by proceeds from share-based awards of $37.8 million.
The $603.1 million use of cash in the first nine months of fiscal 2020 was primarily due to repurchases of common stock of $300.0 million and dividend payments of $287.1 million.
Working Capital and Capital Expenditures
As of March 27, 2021,April 2, 2022, in addition to our cash flows from operations, our sources of liquidity and capital resources were comprised of the following:
Sources of LiquidityOutstanding Indebtedness
Total Available Liquidity(1)
Sources of LiquidityOutstanding Indebtedness
Total Available Liquidity(1)
(millions)(millions)
Cash and cash equivalents(1)
Cash and cash equivalents(1)
$1,651.7 $ $1,651.7 
Cash and cash equivalents(1)
$806.0 $ $806.0 
Short-term investments(1)
Short-term investments(1)
7.5  7.5 
Short-term investments(1)
267.0  267.0 
Revolving Credit Facility(2)
Revolving Credit Facility(2)
900.0  900.0 
Revolving Credit Facility(2)
900.0  900.0 
3.050% Senior Notes due 2032(3)
3.050% Senior Notes due 2032(3)
500.0 500.0  
4.125% Senior Notes due 2027(3)
4.125% Senior Notes due 2027(3)
396.6 396.6  
3.000% Senior Notes due 2022(3)
3.000% Senior Notes due 2022(3)
400.0 400.0  
3.000% Senior Notes due 2022(3)
400.0 400.0  
4.250% Senior Notes due 2025(3)
4.250% Senior Notes due 2025(3)
600.0 600.0  
4.250% Senior Notes due 2025(3)
303.4 303.4  
4.125% Senior Notes due 2027(3)
600.0 600.0  
TotalTotal$4,159.2 $1,600.0 $2,559.2 Total$3,573.0 $1,600.0 $1,973.0 
(1)    As of March 27, 2021,April 2, 2022, approximately 39%28% of our cash and short-term investments were held outside the United States. The Company will likely repatriate some portion of available foreign cash in the foreseeable future, and has recorded deferred taxes on certain earnings of non-US subsidiaries that are deemed likely to be repatriated.
(2)    In October 2019, the Company entered into a definitive credit agreement whereby Bank of America, N.A., as administrative agent, the other agents party thereto, and a syndicate of banks and financial institutions have made available to the Company a $900.0 million revolving credit facility, including sub-facilities for letters of credit, with a maturity date of October 24, 2024 (the "Revolving Credit Facility"). Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to, at the Borrowers’ option, either (a) an alternate base rate (which is a rate equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1% or (iii) the Adjusted LIBO Rate for a one month Interest Period on such day plus 1%) or (b) a rate based on the rates applicable for deposits in the interbank market for U.S. Dollars or the applicable currency in which the loans are made plus, in each case, an applicable margin. The applicable margin will be determined by reference to a grid, defined in the Credit Agreement, based on the ratio of (a) consolidated debt plus operating lease liability less excess cash above $300 million to (b) consolidated EBITDAR. Additionally, the Company pays a commitment fee at a rate determined by the reference to the aforementioned pricing grid. On May 19, 2020, the Company entered into Amendment No. 1 (the “Amendment”) to the Revolving Credit Facility. Under the terms of the Amendment, during the period from the Effective Date until October 2, 2021, the Company must maintain available liquidity of $700 million (with available liquidity defined as the sum of unrestricted cash and cash equivalents and available commitments under credit facilities, including the Revolving Credit Facility). Following the period from the Effective Date until the compliance certificate is delivered for the fiscal quarter ending July 3, 2021 (the “Covenant Relief Period”), theThe Company must comply on a quarterly basis with a maximum net leverage ratio of 4.0 to 1.0. In addition, the Amendment provides that during the Covenant Relief Period, if any two of the Company’s three credit ratings are non-investment grade, the Revolving Credit Facility will be guaranteed by the Company’s material domestic subsidiaries and will be subject to liens on accounts receivable, inventory and intellectual property, in each case subject to customary exceptions. The Amendment also contains negative covenants that limit the ability of the Company and its subsidiaries to, among other things, incur certain debt, incur certain liens, dispose of assets, make investments, loans or advances, and engage in share buybacks during the Covenant Relief Period. An increased interest rate will be applicable during the Covenant Relief Period when the Company’s gross leverage ratio exceeds 4.0 to 1.0. The $900 million aggregate commitment amount under the revolving credit facility remains unchanged. As of March 27, 2021,April 2, 2022, there were no borrowings outstanding under the Revolving Credit Facility. Refer to Note 12,11, "Debt," for further information on our existing debt instruments.
Subsequent to the end of the third quarter of fiscal 2022, the Company refinanced and replaced the Revolving Credit Facility by entering into a new revolving credit facility that (i) includes an increased revolving credit facility (the “New Revolving Credit Facility”) from $900.0 million to $1.25 billion, (ii) includes an unsecured $500.0 million Term Loan (the “Term Loan”) and (iii) redefines certain terms within the existing Revolving Credit Facility. Refer to Note 17, "Subsequent Events" for further information.
(3)In December 2021, the Company issued $500.0 million aggregate principal amount of 3.050% senior unsecured notes due March 2015,15, 2032 at 99.705% of par (the "2032 Senior Notes") and completed cash tender offers for $203.4 million and $296.6 million of the outstanding aggregate principal amount under its 2027 Senior Notes and 2025 Senior Notes, respectively. In June 2017, the Company issued $600.0 million aggregate principal amount of 4.250% senior unsecured notes due April 1, 2025 at 99.445% of par (the “20252027 Senior Notes”). Furthermore, in June 2017, the Company issuedNotes, and $400.0 million aggregate principal amount of 3.000% senior unsecured notes due July 15, 2022 at 99.505% of par (the "2022 Senior
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Notes"), and. In March 2015, the Company issued $600.0 million aggregate principal amount of 4.125% senior unsecured notes due July 15, 2027 at 99.858% of par (the "20272025 Senior Notes").Notes. Furthermore, the indentures for the 20252032 Senior Notes, 2027 Senior Notes, 2022 Senior Notes, and 20272025 Senior Notes contain certain covenants limiting the Company’s ability to: (i) create certain liens, (ii) enter into certain sale and leaseback transactions and (iii) merge, or consolidate or transfer, sell or lease all or substantially all of the Company’s assets. As of March 27, 2021,April 2, 2022, no known events of default have occurred. Refer to Note 12,11, "Debt," for further information on our existing debt instruments.
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We believe that our Revolving Credit Facility is adequately diversified with no undue concentrations in any one financial institution. As of March 27, 2021,April 2, 2022, there were 12 financial institutions participating in the Revolving Credit Facility, with no one participant maintaining a combined maximum commitment percentage in excess of 14%.
We have the ability to draw on our credit facilities or access other sources of financing options available to us in the credit and capital markets for, among other things, acquisition or integration-related costs, our restructuring initiatives, settlement of a material contingency, or a material adverse business or macroeconomic development, as well as for other general corporate business purposes.
Management believes that cash flows from operations, access to the credit and capital markets and our credit lines, on-hand cash and cash equivalents and our investments will provide adequate funds to support our operating, capital, and debt service requirements for the remainder of fiscal 20212022 and beyond. There can be no assurance that any such capital will be available to the Company on acceptable terms or at all. Our ability to fund working capital needs, planned capital expenditures, and scheduled debt payments, as well as to comply with all of the financial covenants under our debt agreements, depends on future operating performance and cash flow. This future operating performance and cash flow are subject to prevailing economic conditions, which is uncertain as a result of Covid-19, and to financial, business and other factors, some of which are beyond the Company's control.
As part of our efforts to improve our working capital efficiency, we have worked with certain suppliers to revisit terms and conditions, including the extension of payment terms. As an alternative to our payment terms, available to certain suppliers is a voluntary supply chain finance (“SCF”) program that enables our suppliers to sell their receivables from the Company to a global financial institution on a non-recourse basis at a rate that leverages our credit rating. We do not have the ability to refinance or modify payment terms to the global financial institution through the SCF program. No guarantees are provided by the Company or any of our subsidiaries under the SCF program.
Reference should be made to our most recent Annual Report on Form 10-K and other filings with the SEC for additional information regarding liquidity and capital resources. The Company expects total fiscal 20212022 capital expenditures and cloud computing implementation costs to be approximately $100$180 million. Certain cloud computing implementation costs are recognized within Prepaid expenses and Other assets on the Condensed Consolidated Balance Sheets.
Seasonality
The Company's results are typically affected by seasonal trends. During the first fiscal quarter, we build inventory for the holiday selling season. In the second fiscal quarter, working capital requirements are reduced substantially as we generate higher net sales and operating income, especially during the holiday months of November and December. Accordingly, the Company’s net sales, operating income and operating cash flows for the three months ended March 27, 2021April 2, 2022 are not necessarily indicative of that expected for the full fiscal 2021.2022. However, fluctuations in net sales, operating income and operating cash flows of the Company in any fiscal quarter may be affected by the timing of wholesale shipments and other events affecting retail sales, including adverse weather conditions or other macroeconomic events.events, including pandemics such as Covid-19.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company's significant accounting policies are described in Note 3 to the audited consolidated financial statements in our Annual Report on Form 10-K for fiscal 2020.2021. Our discussion of results of operations and financial condition relies on our condensed consolidated financial statements that are prepared based on certain critical accounting policies that require management to make judgments and estimates which are subject to varying degrees of uncertainty. While we believe that these accounting policies are based on sound measurement criteria, actual future events can and often do result in outcomes that can be materially different from these estimates or forecasts.
For a complete discussion of our critical accounting policies and estimates, see the "Critical Accounting Policies and Estimates" section of the Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for fiscal 2020.2021. As of March 27, 2021,April 2, 2022, there have been no material changes to any of the critical accounting policies.
The Company performs its annual impairment assessment of goodwill as well as brand intangibles at the beginning of the fourth quarter of each fiscal year. In all fiscal years, the fair values of our Coach brand reporting units significantly exceeded their respective carrying values. The fair values of the Kate Spade brand reporting unit and indefinite-lived brand as of the fiscal 20202021 testing date exceeded their respective carrying values by approximately 13%41% and 35%77%, respectively. Several factors could impact the Kate Spade brand's ability to achieve expected future cash flows, including continued economic volatility and potential operational challenges related to the Covid-19 pandemic, the reception of new collections in all channels, the success of international expansion strategies, including the direct operation of certain previous distributor and joint venture businesses, the optimization of the store fleet productivity, the impact of promotional activity in department stores, and the simplification of certain corporate overhead structures and other initiatives aimed at increasing profitability of the business. Given the relatively
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small excess of fair value over carrying value as noted above, if profitability trends decline from those that are expected, it is possible that these assets could be impaired.
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ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The market risk inherent in our financial instruments represents the potential loss in fair value, earnings or cash flows, arising from adverse changes in foreign currency exchange rates or interest rates. The Company manages these exposures through operating and financing activities and, when appropriate, through the use of derivative financial instruments. The use of derivative financial instruments is in accordance with the Company's risk management policies, and we do not enter into derivative transactions for speculative or trading purposes.
The quantitative disclosures in the following discussion are based on quoted market prices obtained through independent pricing sources for the same or similar types of financial instruments, taking into consideration the underlying terms and maturities and theoretical pricing models. These quantitative disclosures do not represent the maximum possible loss or any expected loss that may occur, since actual results may differ from those estimates.
Foreign Currency Exchange Rate Risk
Foreign currency exposures arise from transactions, including firm commitments and anticipated contracts, denominated in a currency other than the entity’s functional currency, and from foreign-denominated revenues and expenses translated into U.S. dollars. The majority of the Company's purchases and sales involving international parties, excluding international consumer sales, are denominated in U.S. dollars and, therefore, our foreign currency exchange risk is limited. The Company is exposed to risk from foreign currency exchange rate fluctuations resulting from its operating subsidiaries’ transactions denominated in foreign currencies. To mitigate such risk, certain subsidiaries enter into forward currency contracts. As of March 27,April 2, 2022 and July 3, 2021, and June 27, 2020, forward currency contracts designated as cash flow hedges with a notional amount of $70.4$43.2 million and $586.2$61.4 million, respectively, were outstanding. As a result of the use of derivative instruments, we are exposed to the risk that counterparties to the derivative instruments will fail to meet their contractual obligations. To mitigate the counterparty credit risk, we only enter into derivative contracts with carefully selected financial institutions. The Company also reviews the creditworthiness of our counterparties on a regular basis. As a result of the above considerations, we do not believe that we are exposed to any undue concentration of counterparty credit risk associated with our derivative contracts as of March 27, 2021.April 2, 2022.
The Company is also exposed to transaction risk from foreign currency exchange rate fluctuations with respect to various cross-currency intercompany loans, payables and payables.receivables. This primarily includes exposure to exchange rate fluctuations in the Chinese Renminbi, theJapanese Yen, British Pound Sterling and the Euro. To manage the exchange rate risk related to these balances, the Company enters into forward currency contracts. As of March 27,April 2, 2022 and July 3, 2021 and June 27, 2020 the total notional values of outstanding forward foreign currency contracts related to these loans, payables and receivables were $238.5$195.1 million and $76.9$248.2 million, respectively.
The fair value of outstanding forward currency contracts included in current assets at March 27,April 2, 2022 and July 3, 2021 and June 27, 2020 was $1.9$0.3 million and $2.9$0.3 million, respectively. The fair value of outstanding foreign currency contracts included in current liabilities at March 27,April 2, 2022 and July 3, 2021 and June 27, 2020 was $1.8 million and $1.7$1.2 million, respectively. The fair value of these contracts is sensitive to changes in foreign currency exchange rates. A sensitivity analysisAs of April 2, 2022 and July 3, 2021, 10% devaluation of the effects ofU.S. Dollar against the exchange rates for foreign exchange rate fluctuationscurrencies under contract would result in an immaterial impact on thederivative contract fair values of our derivative contracts was performed to assess the risk of loss.values.
Interest Rate Risk
The Company is exposed to interest rate risk in relation to its Revolving Credit Facility entered into under the credit agreement dated October 24, 2019 as amended on May 19, 2020, the 20252032 Senior Notes, 2027 Senior Notes, 2022 Senior Notes, 20272025 Senior Notes (collectively the "Senior Notes") and investments.
Our exposure to changes in interest rates is primarily attributable to debt outstanding under the Revolving Credit Facility. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to, at the Company’s option, either (a) an alternate base rate (which is a rate equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1% or (iii) the Adjusted LIBO Rate for a one month Interest Period on such day plus 1%) or (b) a rate based on the rates applicable for deposits in the interbank market for U.S. dollars or the applicable currency in which the loans are made plus, in each case, an applicable margin. The applicable margin will be determined by reference to a grid, as set forth in the credit agreement,Credit Agreement, based on the ratio of (a) consolidated debt plus operating lease liability to (b) consolidated EBITDAR. Furthermore, a prolonged disruption on our business resulting from the Covid-19 pandemic may impact our ability to satisfy the terms of our Revolving Credit Facility, including our liquidity covenant.
The Company is exposed to changes in interest rates related to the fair value of the Senior Notes. At March 27,April 2, 2022, the fair value of the 2032 Senior Notes, 2027 Senior Notes, 2022 Senior Notes, and 2025 Senior Notes was approximately $456 million, $402 million, $401 million, and $308 million, respectively. The fair value of the 2027 Senior Notes and 2025 Senior notes at April 2, 2022 reflects the impact of the $500 million cash tender offer completed during the second quarter of fiscal 2022. Refer to Note 11, "Debt," for further information. At July 3, 2021, the fair value of the 20252027 Senior Notes, 2022 Senior Notes, and 20272025 Senior Notes was approximately $651$659 million, $410$407 million, and $653 million, respectively. At June 27, 2020, the fair value of the 2025 Senior Notes, 2022 Senior Notes and 2027 Senior Notes was approximately $577 million, $393 million and $565$652 million respectively. These fair values are based on external pricing data, including available quoted market prices of these instruments, and consideration of comparable debt instruments with similar interest rates and trading frequency, among other factors, and are classified as Level 2 measurements within the fair value hierarchy. The interest rate payable on the 20222027 and 20272022 Senior Notes will be subject to adjustments from time to time if either Moody’s or S&P or a substitute rating agency (as defined in the Prospectus Supplement furnished with the SEC on June 7, 2017) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the respective Senior Notes of such series.
The Company’s investment portfolio is maintained in accordance with the Company’s investment policy, which defines our investment principles including credit quality standards and limits the credit exposure of any single issuer. The primary objective of our investment activities is the preservation of principal while maximizing interest income and minimizing risk. We do not hold any investments for trading purposes.
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ITEM 4.     CONTROLS AND PROCEDURES
Based on the evaluation of the Company's disclosure controls and procedures, as that term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, the Chief Executive Officer of the Company and the Chief Financial Officer of the Company have concluded that the Company's disclosure controls and procedures are effective as of March 27, 2021.April 2, 2022.
Reference should be made to our most recent Annual Report on Form 10-K for additional information regarding discussion of the effectiveness of the Company’s controls and procedures. There were no changes in our internal control over financial reporting during the quarter ended March 27, 2021April 2, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




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PART II – OTHER INFORMATION
ITEM 1.     LEGAL PROCEEDINGS
The Company is involved in various routine legal proceedings as both plaintiff and defendant incident to the ordinary course of its business, including proceedings to protect Tapestry'sTapestry, Inc.'s intellectual property rights, litigation instituted by persons alleged to have been injured by advertising claims or upon premises within the Company’sCompany's control, litigation involving contractualcontract disputes, insurance claims and litigation with present or former employees.
As part of Tapestry Inc.’sTapestry’s policing program for its intellectual property rights, from time to time, the Company files lawsuits in the U.S. and abroad alleging acts of trademark counterfeiting, trademark infringement, patent infringement, trade dress infringement, copyright infringement, unfair competition, trademark dilution and/or state or foreign law claims. At any given point in time, Tapestry may have a number of such actions pending. These actions often result in seizure of counterfeit merchandise and/or out of court settlements with defendants. From time to time, defendants will raise, either as affirmative defenses or as counterclaims, the invalidity or unenforceability of certain of Tapestry’s intellectual properties.
Although the Company’sCompany's litigation as a defendantdescribed above is routine and incidental to the conduct of Tapestry’s business, as well as for any business of its size, such litigation can result in large monetary awards, such as when a civil jury is allowed to determine compensatory and/or punitive damages.
The Company believes that the outcome of all such pending routine legal proceedings in the aggregate will not have a material effect on the Company's business or condensed consolidated financial statements.
In addition to such routine legal proceedings, a putative class action complaint was filed in the Delaware Court of Chancery on May 7, 2020, naming the former chief executive officer and director of Kate Spade & Company and the other former directors of Kate Spade & Company, which the Company acquired on July 11, 2017 (the “Acquisition”), as defendants, and captioned Butler v. Leavitt, et al., C.A. No. 2020-0343-JTL. The complaint asserted claims on behalf of former Kate Spade & Company shareholders alleging breaches of fiduciary duty in connection with the Acquisition, including with respect to the defendants’ decision to pursue the Acquisition and Kate Spade & Company’s disclosures to stockholders in connection with the Acquisition. Under the terms of the agreement pursuant to which the Company acquired Kate Spade & Company, the Company was required to indemnify the defendants under this claim. The Company filed a motion to dismiss the complaint with prejudice, which was granted by the Delaware Court of Chancery on February 9, 2021. The matter, which has been concluded, did not have a material effect on the Company’s business or condensed consolidated financial statements.
Tapestry has not entered into any transactions that have been identified by the IRS as abusive or that have a significant tax avoidance purpose. Accordingly, we have not been required to pay a penalty to the IRS for failing to make disclosures required with respect to certain transactions that have been identified by the IRS as abusive or that have a significant tax avoidance purpose.
ITEM 1A. RISK FACTORS
There are no material changes from the risk factors previously disclosed in Part II,I, Item 1A.,1A, Risk Factors of our QuarterlyAnnual Report on Form 10-Q10-K for the quarterly periodfiscal year ended December 26, 2020.July 3, 2021.
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ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company did not repurchase anyfollowing table provides information regarding the Company's purchases of shares of common stock during the third quarter of fiscal 2021. As of March 27,2022 related to the Company's share repurchase program:
Fiscal PeriodTotal Number of Shares RepurchasedAverage Price per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(1)
(in millions, except share data and per share data)
January 2, 2022 - February 5, 2022— $— — $— 
February 6, 2022 - March 5, 20225,306,219 39.58 5,306,219 640.0 
March 6, 2022 - April 2, 20228,181,118 35.43 8,181,118 350.2 
Total13,487,337 13,487,337 
(1)On November 11, 2021, the Company had $600 million availability remaining inannounced the Board of Directors authorized a common stock repurchase program. Theprogram to repurchase up to $1.00 billion of its outstanding common stock (the "2021 Share Repurchase Program"). Subsequent to April 2, 2022, the Company may terminate or limitannounced that its Board of Directors authorized the shareadditional repurchase program at any time. The Companyof up to $1.50 billion of its outstanding common stock (the "2022 Share Repurchase Program"). This authorization is restricted from engaging in share buybacks duringincremental to the Covenant Relief PeriodCompany's existing authorization, under Amendment No.1which $350.2 million remains. Refer to its Credit Facility.Note 17, "Subsequent Events" for further information. Purchases of the Company's common stock were executed through open market purchases, including through purchase agreements under Rule 10b5-1.
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ITEM 4.     MINE SAFETY DISCLOSURES
Not applicable. 
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ITEM 6.     EXHIBITS
10.1*
10.2*†
10.3*†
10.4*†
31.1*
32.1*
101.INS*XBRL Instance Document
Note: the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase
101.LAB*XBRL Taxonomy Extension Label Linkbase
101.PRE*XBRL Taxonomy Extension Presentation Linkbase
101.DEF*XBRL Taxonomy Extension Definition Linkbase
*    Filed Herewith
† Management contract or compensatory plan or arrangement

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 TAPESTRY, INC.
 (Registrant)
   
 By:/s/ Manesh B. Dadlani
 Name: Manesh B. Dadlani
 Title:Corporate Controller
  (Principal Accounting Officer)

Dated: May 6, 202112, 2022
 


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