Maryland
|
52-2242751
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
Large
Accelerated Filer
þ
|
Accelerated
Filer
¨
|
|
Non-accelerated
filer
¨
|
(Do
not check if a smaller reporting company)
|
Small
Reporting Company
¨
|
Page Number
|
|||
PART
I – FINANCIAL INFORMATION
|
|||
Financial
Statements
|
|||
Condensed
Consolidated Balance Sheets –
|
|||
At
October 2, 2010 and July 3, 2010
|
4
|
||
Condensed
Consolidated Statements of Income –
|
|||
For
the Quarters Ended
|
|||
October
2, 2010 and September 26, 2009
|
5
|
||
Condensed
Consolidated Statements of Cash Flows –
|
|||
For
the Quarters Ended
|
|||
October
2, 2010 and September 26, 2009
|
6
|
||
Notes
to Condensed Consolidated Financial Statements
|
7
|
||
ITEM
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
20
|
|
ITEM
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
29
|
|
ITEM
4.
|
Controls
and Procedures
|
30
|
|
PART
II – OTHER INFORMATION
|
|||
ITEM
1.
|
Legal
Proceedings
|
31
|
|
ITEM
1A.
|
Risk
Factors
|
31
|
|
ITEM
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
31
|
|
ITEM
6.
|
Exhibits
|
32
|
|
33
|
Quarter Ended
|
||||||||
October 2,
|
September 26,
|
|||||||
2010
|
2009
|
|||||||
Net
sales
|
$ | 911,669 | $ | 761,437 | ||||
Cost
of sales
|
235,498 | 211,259 | ||||||
Gross
profit
|
676,171 | 550,178 | ||||||
Selling,
general and administrative expenses
|
390,511 | 326,931 | ||||||
Operating
income
|
285,660 | 223,247 | ||||||
Interest
income, net
|
248 | 1,835 | ||||||
Other
expense
|
(810 | ) | - | |||||
Income
before provision for income taxes
|
285,098 | 225,082 | ||||||
Provision
for income taxes
|
96,222 | 84,255 | ||||||
Net
income
|
$ | 188,876 | $ | 140,827 | ||||
Net
income per share
|
||||||||
Basic
|
$ | 0.64 | $ | 0.44 | ||||
Diluted
|
$ | 0.63 | $ | 0.44 | ||||
Shares
used in computing net income per share
|
||||||||
Basic
|
296,304 | 318,286 | ||||||
Diluted
|
301,249 | 321,115 |
Quarter Ended
|
||||||||
October
2,
|
September 26,
|
|||||||
2010
|
2009
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
income
|
$ | 188,876 | $ | 140,827 | ||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Depreciation
and amortization
|
32,251 | 33,380 | ||||||
Provision
for bad debt
|
2,015 | 845 | ||||||
Share-based
compensation
|
22,342 | 18,968 | ||||||
Excess
tax benefit from share-based compensation
|
(2,587 | ) | (362 | ) | ||||
Deferred
income taxes
|
9,896 | (9,047 | ) | |||||
Other,
net
|
(4,408 | ) | (5,251 | ) | ||||
Changes
in operating assets and liabilities:
|
||||||||
(Increase)
decrease in trade accounts receivable
|
(23,749 | ) | 5,238 | |||||
Increase
in inventories
|
(97,681 | ) | (6,331 | ) | ||||
Decrease
(increase) in other assets
|
4,443 | (9,818 | ) | |||||
Decrease
in accounts payable
|
(1,935 | ) | (10,906 | ) | ||||
Increase
in accrued liabilities
|
15,093 | 69,631 | ||||||
Increase
in other liabilities
|
32,900 | 13,365 | ||||||
Net
cash provided by operating activities
|
177,456 | 240,539 | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Acquisition
of interest in equity method investment
|
(776 | ) | - | |||||
Purchases
of property and equipment
|
(23,080 | ) | (20,034 | ) | ||||
Purchases
of investments
|
(90,592 | ) | - | |||||
Proceeds
from maturities and sales of investments
|
99,928 | - | ||||||
Net
cash used in investing activities
|
(14,520 | ) | (20,034 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Dividend
payment
|
(44,774 | ) | (23,843 | ) | ||||
Repurchase
of common stock
|
(137,500 | ) | - | |||||
Repayment
of long-term debt
|
(86 | ) | (447 | ) | ||||
Repayments
of revolving credit facilities
|
- | (7,496 | ) | |||||
Proceeds
from share-based awards, net
|
39,477 | (1,010 | ) | |||||
Excess
tax benefit from share-based compensation
|
2,587 | 362 | ||||||
Net
cash used in financing activities
|
(140,296 | ) | (32,434 | ) | ||||
Effect
of changes in foreign exchange rates on cash and cash
equivalents
|
2,261 | 6,247 | ||||||
Increase
in cash and cash equivalents
|
24,901 | 194,318 | ||||||
Cash
and cash equivalents at beginning of period
|
596,470 | 800,362 | ||||||
Cash
and cash equivalents at end of period
|
$ | 621,371 | $ | 994,680 |
1.
|
Basis
of Presentation and Organization
|
2.
|
Stockholders’
Equity
|
Retained
|
Accumulated
|
|||||||||||||||||||
Common
|
Additional
|
Earnings/
|
Other
|
Total
|
||||||||||||||||
Stockholders'
|
Paid-in-
|
(Accumulated
|
Comprehensive
|
Stockholders'
|
||||||||||||||||
Equity
|
Capital
|
Deficit)
|
Income
|
Equity
|
||||||||||||||||
Balances
at June 27, 2009
|
$ | 3,180 | $ | 1,189,060 | $ | 499,951 | $ | 3,851 | $ | 1,696,042 | ||||||||||
Net
income
|
- | - | 140,827 | - | 140,827 | |||||||||||||||
Unrealized
losses on cash flow hedging derivatives, net of tax
|
- | - | - | (89 | ) | (89 | ) | |||||||||||||
Translation
adjustments
|
- | - | - | 9,763 | 9,763 | |||||||||||||||
Comprehensive
income
|
150,501 | |||||||||||||||||||
Shares
issued for stock options and employee benefit plans
|
6 | (1,016 | ) | - | - | (1,010 | ) | |||||||||||||
Share-based
compensation
|
- | 18,968 | - | - | 18,968 | |||||||||||||||
Excess
tax benefit from share-based compensation
|
- | 362 | - | - | 362 | |||||||||||||||
Dividend
declared
|
- | - | (23,882 | ) | - | (23,882 | ) | |||||||||||||
Balances
at September 26, 2009
|
$ | 3,186 | $ | 1,207,374 | $ | 616,896 | $ | 13,525 | $ | 1,840,981 | ||||||||||
Balances
at July 3, 2010
|
$ | 2,969 | $ | 1,502,982 | $ | (30,053 | ) | $ | 29,395 | $ | 1,505,293 | |||||||||
Net
income
|
- | - | 188,876 | - | 188,876 | |||||||||||||||
Unrealized
losses on cash flow hedging derivatives, net of tax
|
- | - | - | (5,364 | ) | (5,364 | ) | |||||||||||||
Translation
adjustments
|
- | - | - | 11,256 | 11,256 | |||||||||||||||
Comprehensive
income
|
194,768 | |||||||||||||||||||
Shares
issued for stock options and employee benefit plans
|
24 | 39,453 | - | - | 39,477 | |||||||||||||||
Share-based
compensation
|
- | 22,342 | - | - | 22,342 | |||||||||||||||
Excess
tax benefit from share-based compensation
|
- | 2,587 | - | - | 2,587 | |||||||||||||||
Repurchase
of common stock
|
(36 | ) | - | (137,464 | ) | - | (137,500 | ) | ||||||||||||
Dividend
declared
|
- | - | (44,294 | ) | - | (44,294 | ) | |||||||||||||
Balances
at October 2, 2010
|
$ | 2,957 | $ | 1,567,364 | $ | (22,935 | ) | $ | 35,287 | $ | 1,582,673 |
October 2,
|
July 3,
|
|||||||
2010
|
2010
|
|||||||
Cumulative
translation adjustments
|
$ | 46,317 | $ | 35,061 | ||||
Cumulative
effect of previously adopted accounting pronouncements and minimum pension
liability, net of taxes
|
(3,574 | ) | (3,574 | ) | ||||
Unrealized
losses on cash flow hedging derivatives, net of taxes of $5,389 and
$1,920
|
(7,456 | ) | (2,092 | ) | ||||
Accumulated
other comprehensive income
|
$ | 35,287 | $ | 29,395 |
3.
|
Earnings
Per Share
|
Quarter Ended
|
||||||||
October 2,
|
September 26,
|
|||||||
2010
|
2009
|
|||||||
Net
income
|
$ | 188,876 | $ | 140,827 | ||||
Total
weighted-average basic shares
|
296,304 | 318,286 | ||||||
Dilutive
securities:
|
||||||||
Employee
benefit and share award plans
|
1,380 | 812 | ||||||
Stock
option programs
|
3,565 | 2,017 | ||||||
Total
weighted-average diluted shares
|
301,249 | 321,115 | ||||||
Net
income per share:
|
||||||||
Basic
|
$ | 0.64 | $ | 0.44 | ||||
Diluted
|
$ | 0.63 | $ | 0.44 |
4.
|
Share-Based
Compensation
|
Quarter Ended
|
||||||||
October 2,
|
September 26,
|
|||||||
2010
|
2009
|
|||||||
Share-based
compensation expense
|
$ | 22,342 | $ | 18,968 | ||||
Income
tax benefit related to share-based compensation expense
|
7,828 | 6,665 |
Number of
|
Weighted-
|
|||||||
Options
|
Average
|
|||||||
Outstanding
|
Exercise Price
|
|||||||
Outstanding
at July 3, 2010
|
24,905 | $ | 30.87 | |||||
Granted
|
3,330 | 38.45 | ||||||
Exercised
|
(1,774 | ) | 28.26 | |||||
Forfeited
or expired
|
(139 | ) | 33.57 | |||||
Outstanding
at October 2, 2010
|
26,322 | 31.99 | ||||||
Vested
and expected to vest at October 2, 2010
|
26,207 | 31.96 | ||||||
Exercisable
at October 2, 2010
|
17,581 | 31.59 |
Number of
Non-vested
Share Units
|
Weighted-Average Grant-Date Fair Value
|
|||||||
Non-vested
at July 3, 2010
|
3,780 | $ | 29.40 | |||||
Granted
|
1,795 | 38.45 | ||||||
Vested
|
(893 | ) | 32.33 | |||||
Forfeited
|
(47 | ) | 30.35 | |||||
Non-vested
at October 2, 2010
|
4,635 | 32.31 |
5.
|
Fair
Value Measurements
|
Level 2
|
Level 3
|
|||||||||||||||
October 2,
|
July 3,
|
October 2,
|
July 3,
|
|||||||||||||
2010
|
2010
|
2010
|
2010
|
|||||||||||||
Assets:
|
||||||||||||||||
Long-term
investment - auction rate security
(a)
|
|
$ | - | $ | - | $ | 6,000 | $ | 6,000 | |||||||
Derivative
assets - zero-cost collar options
(b)
|
394 | 2,052 | - | - | ||||||||||||
Total
|
$ | 394 | $ | 2,052 | $ | 6,000 | $ | 6,000 | ||||||||
Liabilities:
|
||||||||||||||||
Derivative
liabilities - zero-cost collar options
(b)
|
$ | 10,065 | $ | 5,120 | $ | - | $ | - | ||||||||
Derivative
liabilities - cross-currency swap
(c)
|
- | - | 9,323 | 2,418 | ||||||||||||
Total
|
$ | 10,065 | $ | 5,120 | $ | 9,323 | $ | 2,418 |
Cross-Currency
Swaps
|
||||
Balance
at July 3, 2010
|
$ | 2,418 | ||
Unrealized
loss, recorded in accumulated other comprehensive income
|
6,905 | |||
Balance
at October 2, 2010
|
$ | 9,323 | ||
Balance
at June 27, 2009
|
$ | 36,118 | ||
Unrealized
loss, recorded in accumulated other comprehensive income
|
15,059 | |||
Balance
at September 26, 2009
|
$ | 51,177 |
6.
|
Commitments
and Contingencies
|
7.
|
Derivative
Instruments and Hedging Activities
|
Derivatives Designated
as Hedging
|
Balance Sheet
|
Fair Value
|
||||||||
Instruments
|
Classification
|
At October 2, 2010
|
At July, 3, 2010
|
|||||||
Foreign
exchange contracts
|
Other
Current Assets
|
$ | 394 | $ | 2,052 | |||||
Total
derivative assets
|
$ | 394 | $ | 2,052 | ||||||
Foreign
exchange contracts
|
Accrued
Liabilities
|
$ | 19,388 | $ | 7,538 | |||||
Total
derivative liabilities
|
$ | 19,388 | $ | 7,538 |
Amount of Gain or (Loss)
Recognized in OCI on
Derivatives (Effective Portion)
|
||||||||
Quarter Ended
|
||||||||
Derivatives in Cash Flow
|
October 2,
|
September
26,
|
||||||
Hedging Relationships
|
2010
|
2009
|
||||||
Foreign
exchange contracts
|
$ | (5,816 | ) | $ | (1,359 | ) | ||
Total
|
$ | (5,816 | ) | $ | (1,359 | ) |
October
2,
|
July
3,
|
|||||||
2010
|
2010
|
|||||||
Balance
at beginning of period
|
$ | (2,092 | ) | $ | (335 | ) | ||
Net
losses transferred to earnings
|
452 | 1,606 | ||||||
Change
in fair value, net of tax
|
(5,816 | ) | (3,363 | ) | ||||
Balance
at end of period
|
$ | (7,456 | ) | $ | (2,092 | ) |
8.
|
Goodwill
and Intangible Assets
|
Direct-to-
|
||||||||||||
Consumer
|
Indirect
|
Total
|
||||||||||
Goodwill
balance at July 3, 2010
|
$ | 304,345 | $ | 1,516 | $ | 305,861 | ||||||
Foreign
exchange impact
|
15,810 | - | 15,810 | |||||||||
Goodwill
balance at October 2, 2010
|
$ | 320,155 | $ | 1,516 | $ | 321,671 |
9.
|
Segment
Information
|
Direct-to-
|
Corporate
|
|||||||||||||||
Consumer
|
Indirect
|
Unallocated
|
Total
|
|||||||||||||
Quarter Ended October 2,
2010
|
||||||||||||||||
Net
sales
|
$ | 775,469 | $ | 136,200 | $ | - | $ | 911,669 | ||||||||
Operating
income
|
300,333 | 76,064 | (90,737 | ) | 285,660 | |||||||||||
Income
before provision for income taxes
|
300,333 | 76,064 | (91,299 | ) | 285,098 | |||||||||||
Depreciation
and amortization expense
|
21,220 | 3,036 | 7,995 | 32,251 | ||||||||||||
Additions
to long-lived assets
|
20,026 | 2,171 | 4,593 | 26,790 | ||||||||||||
Quarter Ended September 26,
2009
|
||||||||||||||||
Net
sales
|
$ | 653,892 | $ | 107,545 | $ | - | $ | 761,437 | ||||||||
Operating
income
|
246,821 | 62,267 | (85,841 | ) | 223,247 | |||||||||||
Income
before provision for income taxes
|
246,821 | 62,267 | (84,006 | ) | 225,082 | |||||||||||
Depreciation
and amortization expense
|
20,636 | 2,800 | 9,944 | 33,380 | ||||||||||||
Additions
to long-lived assets
|
14,636 | 754 | 3,782 | 19,172 |
Quarter Ended
|
||||||||
October 2,
|
September 26,
|
|||||||
2010
|
2009
|
|||||||
Production
variances
|
$ | 16,367 | $ | 5,353 | ||||
Advertising,
marketing and design
|
(37,406 | ) | (32,366 | ) | ||||
Administration
and information systems
|
(57,496 | ) | (48,141 | ) | ||||
Distribution
and customer service
|
(12,202 | ) | (10,687 | ) | ||||
Total
corporate unallocated
|
$ | (90,737 | ) | $ | (85,841 | ) |
10.
|
Stock
Repurchase Program
|
11.
|
Change
in Accounting Principle
|
For the Quarter Ended
September 26, 2009
|
As Previously
Reported
|
Effect of
Accounting
Principle
Change
|
Adjusted
|
|||||||||
Interest
(expense) income, net
|
$ | (596 | ) | $ | 2,431 | $ | 1,835 | |||||
Provision
for income taxes
|
81,824 | 2,431 | 84,255 |
For the Quarter Ended
October 2, 2010
|
As Computed
Under Prior
Method
|
Effect of
Accounting
Principle
Change
|
As Reported
Under Current
Method
|
|||||||||
Interest
income, net
|
$ | (1,842 | ) | $ | 2,090 | $ | 248 | |||||
Provision
for income taxes
|
94,132 | 2,090 | 96,222 |
12.
|
Recent
Accounting Developments
|
ITEM
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
|
·
|
Build
market share in the North American women’s accessories
market. As part of our culture of innovation and continuous
improvement, we implemented a number of initiatives to accelerate the
level of newness, elevate our product offering and enhance the in-store
and online experience. These initiatives, supported by a
comprehensive digital media strategy, will enable us to continue to
leverage our leadership position in the
market.
|
|
·
|
Continue
to grow our North American retail store base primarily by opening stores
in new markets and adding stores in under-penetrated existing
markets. We believe that North America can support about 500
retail stores in total, including up to 30 in Canada. Through
the first quarter of fiscal 2011, we opened three new retail
locations. The pace of our future retail store openings will
depend upon the economic environment and reflect opportunities in the
marketplace, with a focus on new
markets.
|
|
·
|
Build
Men’s market share globally, with a focus in North American, Japan and the
rest of Asia. The Men’s market is a global multichannel
opportunity for locations in retail stores, factory locations and through
distributor locations. We have implemented a number of
initiatives to elevate our men’s product offering through image-enhancing
and accessible locations. During the first quarter of fiscal 2011, we
opened our first five men’s standalone factory stores. In
addition, based on our initial success with our men’s store on Bleecker
Street, we will be opening additional men’s retail store locations later
during fiscal 2011 in select markets in North
America.
|
|
·
|
Raise
brand awareness in emerging markets, notably in China, where our brand
awareness is increasing and the category is developing
rapidly. China represents the single largest emerging market
for Coach and the pace of our future retail store openings will reflect
this opportunity.
|
|
·
|
Earnings
per diluted share increased 43.0% to
$0.63.
|
|
·
|
Net
sales increased 19.7% to $911.7
million.
|
|
·
|
Direct-to-consumer
sales rose 18.6% to $775.5 million.
|
|
·
|
Comparable
store sales in North America increased 8.5%, primarily due to improved
conversion in our factory and full-priced
stores.
|
|
·
|
In
North America, Coach opened three new retail and seven new factory stores,
including five Men’s stand-alone factory stores, bringing the total number
of retail and factory stores to 345 and 128, respectively, at the end of
the first quarter of fiscal 2011.
|
|
·
|
Coach
China results continued to be strong with double-digit growth in
comparable stores. Coach China opened eight new locations,
bringing the total number of locations at the end of the first quarter of
fiscal 2011 to 49.
|
|
·
|
Coach
Japan opened two new locations, bringing the total number of locations at
the end of the first quarter of fiscal 2010 to
163.
|
|
·
|
Coach
Japan sales, when translated into U.S. dollars, rose 13.8% to $173.1
million. This increase includes a 10.6% positive impact from
currency translation.
|
Quarter Ended
|
||||||||||||||||||||||||
October 2, 2010
|
September 26, 2009
|
Variance
|
||||||||||||||||||||||
(dollars in millions, except per share data)
|
||||||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||||||
%
of
|
%
of
|
|||||||||||||||||||||||
Amount
|
net sales
|
Amount
|
net sales
|
Amount
|
%
|
|||||||||||||||||||
Net
sales
|
$ | 911.7 | 100.0 | % | $ | 761.4 | 100.0 | % | $ | 150.2 | 19.7 | % | ||||||||||||
Gross
profit
|
676.2 | 74.2 | 550.2 | 72.3 | 126.0 | 22.9 | ||||||||||||||||||
Selling,
general and administrative expenses
|
390.5 | 42.8 | 326.9 | 42.9 | 63.6 | 19.4 | ||||||||||||||||||
Operating
income
|
285.7 | 31.3 | 223.2 | 29.3 | 62.4 | 28.0 | ||||||||||||||||||
Interest
income, net
|
0.2 | 0.0 | 1.8 | 0.2 | (1.6 | ) |
nm
|
*
|
||||||||||||||||
Other
expense
|
0.8 | 0.1 | - | 0.0 | 0.8 |
nm
|
*
|
|||||||||||||||||
Provision
for income taxes
|
96.2 | 10.6 | 84.3 | 11.1 | 12.0 | 14.2 | ||||||||||||||||||
Net
income
|
188.9 | 20.7 | 140.8 | 18.5 | 48.0 | 34.1 | ||||||||||||||||||
Net
income per share:
|
||||||||||||||||||||||||
Basic
|
$ | 0.64 | $ | 0.44 | $ | 0.19 | 44.1 | % | ||||||||||||||||
Diluted
|
0.63 | 0.44 | 0.19 | 43.0 |
Quarter Ended
|
||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||
Percentage
of
|
||||||||||||||||||||
Net Sales
|
Total Net Sales
|
|||||||||||||||||||
October 2,
|
September 26,
|
Rate of
|
October
2,
|
September
26,
|
||||||||||||||||
2010
|
2009
|
Change
|
2010
|
2009
|
||||||||||||||||
(dollars in millions)
|
||||||||||||||||||||
Direct-to-Consumer
|
$ | 775.5 | $ | 653.9 | 18.6 | % | 85.1 | % | 85.9 | % | ||||||||||
Indirect
|
136.2 | 107.5 | 26.7 | 14.9 | 14.1 | |||||||||||||||
Total
net sales
|
$ | 911.7 | $ | 761.4 | 19.7 | 100.0 | % | 100.0 | % |
ITEM
3.
|
Quantitative
and Qualitative Disclosures about Market
Risk
|
ITEM
4.
|
Controls
and Procedures
|
ITEM
1.
|
Legal
Proceedings
|
ITEM
1A.
|
Risk
Factors
|
ITEM
2.
|
Unregistered
Sales of Equity Securities and Use of
Proceeds
|
Period
|
Total
Number of
Shares
Purchased
|
Average
Price Paid
per Share
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or
Programs (1)
|
Approximate Dollar
Value of Shares that
May Yet be Purchased
Under the Plans or
Programs (1)
|
||||||||||||
(in
thousands, except per share data)
|
||||||||||||||||
Period
1 (7/4/2010 - 8/7/2010)
|
- | $ | - | - | $ | 559,627 | ||||||||||
Period
2 (8/8/2010 - 9/4/2010)
|
2,333 | 37.66 | 2,333 | 471,782 | ||||||||||||
Period
3 (9/5/2010 - 10/2/2010)
|
1,252 | 39.65 | 1,252 | 422,128 | ||||||||||||
Total
|
3,585 | 3,585 |
(1)
|
The
Company repurchases its common shares under repurchase programs that were
approved by the Board of Directors as
follows:
|
Date
Share
Repurchase
Programs
were
Publicly
Announced
|
Total
Dollar
Amount
Approved
|
Expiration
Date
of
Plan
|
||||
April
20, 2010
|
$
1.0 billion
|
June
2012
|
ITEM
6.
|
Exhibits
|
|
(a)
|
Exhibits
|
COACH,
INC.
|
|||
(Registrant)
|
|||
By:
|
/s/ Michael F. Devine, III
|
||
Name:
|
Michael
F. Devine, III
|
||
Title:
|
Executive
Vice President,
|
||
Chief
Financial Officer and
|
|||
Chief
Accounting Officer
|
1.
|
I
have reviewed this Quarterly Report on Form 10-Q of Coach,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
(c)
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent
functions):
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|
By:
|
/s/ Lew Frankfort
|
.
|
Name:
|
Lew
Frankfort
|
|
Title:
|
Chairman
and Chief Executive Officer
|
1.
|
I
have reviewed this Quarterly Report on Form 10-Q of Coach,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
(c)
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent
functions):
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|
By:
|
/s/ Michael F. Devine, III
|
.
|
Name:
|
Michael
F. Devine, III
|
|
Title:
|
Executive
Vice President and Chief Financial
Officer
|
By:
|
/s/ Lew Frankfort
|
.
|
Name:
|
Lew
Frankfort
|
|
Title:
|
Chairman
and Chief Executive Officer
|
By:
|
/s/ Michael F. Devine, III
|
.
|
Name:
|
Michael
F. Devine, III
|
|
Title:
|
Executive
Vice President and Chief Financial
Officer
|