UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
11-K
x
|
ANNUAL REPORT PURSUANT TO
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the Plan Year Ended June 30, 2009
or
¨
|
TRANSITION REPORT PURSUANT TO
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Commission
file number: 1-16153
Coach,
Inc. Savings and Profit Sharing Plan
(Full
title of the Plan)
COACH,
INC.
(Name of
issuer of the securities held pursuant to the Plan)
516
West 34
th
Street,
New York, NY 10001
(Address
of principal executive offices); (Zip Code)
COACH,
INC. SAVINGS AND PROFIT SHARING PLAN
TABLE
OF CONTENTS
|
Page Number
|
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
3
|
|
|
FINANCIAL
STATEMENTS
|
|
|
|
Statements
of Net Assets Available for Benefits as of June 30, 2009 and
2008
|
4
|
|
|
Statement
of Changes in Net Assets Available for Benefits
|
|
For
the Year Ended June 30, 2009
|
5
|
|
|
Notes
to Financial Statements
|
6
|
|
|
SUPPLEMENTAL
SCHEDULE
|
|
|
|
Form
5500, Schedule H, Part IV, Line 4i – Schedule of Assets
(Held
|
|
at
End of Year) as of June 30, 2009
|
15
|
Note: All
other schedules required by Section 2520.103-10 of the Department of Labor’s
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they are not
applicable.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Participants of the Coach, Inc. Savings and Profit Sharing Plan and the Human
Resources Committee of Coach, Inc.:
We have
audited the accompanying statements of net assets available for benefits of the
Coach, Inc. Savings and Profit Sharing Plan (the “Plan”) as of June 30, 2009 and
2008, and the related statement of changes in net assets available for benefits
for the year ended June 30, 2009. These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Plan
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, such financial statements present fairly, in all material respects, the
net assets available for benefits of the Plan as of June 30, 2009 and 2008, and
the changes in net assets available for benefits for the year ended June 30,
2009, in conformity with accounting principles generally accepted in the United
States of America.
Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of
assets (held at end of year) as of June 30, 2009, is presented for the purpose
of additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This schedule is the
responsibility of the Plan's management. Such schedule has been
subjected to the auditing procedures applied in our audit of the basic 2009
financial statements and, in our opinion, is fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.
/s/
Deloitte & Touche LLP
New York,
New York
December
17, 2009
Coach,
Inc. Savings and Profit Sharing Plan
Statements
of Net Assets Available for Benefits
|
|
June 30, 2009
|
|
|
June 30, 2008
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
Investments,
at fair value:
|
|
|
|
|
|
|
Fidelity
Management Trust Company:
|
|
|
|
|
|
|
Common
collective trust fund
|
|
$
|
14,654,760
|
|
|
$
|
11,974,293
|
|
Mutual
funds
|
|
|
68,110,000
|
|
|
|
82,171,714
|
|
Coach,
Inc. common stock
|
|
|
21,134,591
|
|
|
|
22,832,304
|
|
Participant
loans receivable
|
|
|
2,408,885
|
|
|
|
2,145,840
|
|
|
|
|
|
|
|
|
|
|
Total
investments, at fair value
|
|
|
106,308,236
|
|
|
|
119,124,151
|
|
|
|
|
|
|
|
|
|
|
Receivable:
|
|
|
|
|
|
|
|
|
Employer
contributions
|
|
|
6,919,174
|
|
|
|
4,037,899
|
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits, at fair value
|
|
|
113,227,410
|
|
|
|
123,162,050
|
|
|
|
|
|
|
|
|
|
|
Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts
|
|
|
592,467
|
|
|
|
484,769
|
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits
|
|
$
|
113,819,877
|
|
|
$
|
123,646,819
|
|
See
accompanying Notes to Financial Statements.
Coach,
Inc. Savings and Profit Sharing Plan
Statement
of Changes in Net Assets Available for Benefits
|
|
Year
Ended
|
|
|
|
June 30, 2009
|
|
Additions:
|
|
|
|
|
|
|
|
Interest
and dividends
|
|
$
|
2,517,667
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
Participants
|
|
|
10,410,466
|
|
Employer
|
|
|
11,190,235
|
|
Participant
rollovers
|
|
|
832,509
|
|
|
|
|
|
|
|
|
|
22,433,210
|
|
|
|
|
|
|
Total
additions
|
|
|
24,950,877
|
|
|
|
|
|
|
Deductions:
|
|
|
|
|
|
|
|
|
|
Net
depreciation in fair value of investments
|
|
|
24,617,969
|
|
Participant
withdrawals and benefit payments
|
|
|
9,950,986
|
|
Administrative
expenses
|
|
|
183,216
|
|
Deemed
distributions
|
|
|
25,648
|
|
|
|
|
|
|
Total
deductions
|
|
|
34,777,819
|
|
|
|
|
|
|
Net
decrease in net assets available for benefits
|
|
|
(9,826,942
|
)
|
|
|
|
|
|
Net
assets available for benefits:
|
|
|
|
|
|
|
|
|
|
Beginning
of year
|
|
|
123,646,819
|
|
|
|
|
|
|
End
of year
|
|
$
|
113,819,877
|
|
See
accompanying Notes to Financial Statements.
Coach,
Inc. Savings and Profit Sharing Plan
Notes
to Financial Statements
The
following description of the Coach, Inc. Savings and Profit Sharing Plan (the
"Plan") provides only general information. Participants should refer to the Plan
document for a more complete description of the Plan’s provisions.
General:
The Plan,
as amended, was adopted by Coach, Inc. (the “Company”) effective July 1, 2001
and is a defined contribution plan. All U.S. employees of the Company who meet
certain eligibility requirements and are not part of a collective bargaining
agreement may participate in the Plan.
The Plan
is administered by the Human Resources Committee (“Plan Committee”) appointed by
the Board of Directors of the Company. The assets of the Plan are maintained and
transactions therein are executed by Fidelity Management Trust Company, the
trustee of the Plan ("Trustee"). The Plan is subject to the reporting and
disclosure requirements, participation and vesting standards, and fiduciary
responsibility provisions of the Employee Retirement Income Security Act of 1974
("ERISA"), as amended.
Eligibility:
Employees
become eligible to participate in the Plan one year following their initial date
of employment or attainment of age 21, whichever is later. Once an employee is
eligible, in order to receive a profit sharing contribution for any Plan year,
the employee must be employed by Coach on the last day of the Plan year. In
addition, a part time employee is required to work a minimum of 750 hours and an
intern, temporary or seasonal employee is required to work 1,000 hours during
the Plan year to be eligible for a profit sharing contribution.
Contributions:
The
401(k) feature of the Plan is funded by both employee contributions and employer
matching contributions. Participants may contribute between 1% and 50% of their
pre-tax annual compensation, not to exceed the amount permitted pursuant to the
Internal Revenue Code (the “IRC”). Employer matching contributions to the
accounts of Non-Highly Compensated Employees, as defined by the Internal Revenue
Service (the “IRS”), are equal to 100% of the first 3% of each participant’s
eligible compensation contributed to the Plan and 50% of the next 2% of eligible
compensation contributed to the Plan. Employer matching contributions to the
accounts of Highly Compensated Employees, as defined by the IRS, are equal to
50% of up to 6% of each participant’s eligible compensation contributed to the
Plan. Employer matching contributions are made to the account of each eligible
employee each pay period.
The
profit sharing feature of the Plan is non-contributory on the part of employees
and is funded by Company contributions from its current or accumulated earnings
and profit amounts. The discretionary annual contribution is authorized by the
Company’s Board of Directors in accordance with, and subject to, the terms and
limitations of the Plan. Profit sharing contributions for the Plan year ended
June 30, 2009 were 3% of participant’s eligible compensation for all eligible
participants. Eligible employees who had attained the ages of 35-39 and were
credited with 10 or more years of vested service as of July 1, 2001 receive two
times the above profit sharing contribution. Eligible employees who had attained
the age of 40 or more and were credited with 10 or more years of vested service
as of July 1, 2001 receive three times the above profit sharing
contribution.
Coach,
Inc. Savings and Profit Sharing Plan
Notes
to Financial Statements
All
contributions are allocated among the various investment options according to
the participant’s selected investment direction.
Participant
Accounts:
Each
participant's account is credited with the participant's contributions and
employer’s matching and profit sharing contributions, as well as an allocation
of each selected investment's earnings or losses. Allocations are based on
participant account balances as defined in the Plan document.
Vesting
and Forfeitures:
As of
June 30, 2009, percentage vesting for each category of contributions is as
follows:
|
|
|
|
|
|
Employer Matching Contributions
|
|
|
|
|
Years of
Service for
Vesting
|
|
|
Employee
Contributions
|
|
|
Non-Highly
Compensated
Employees
|
|
|
Highly
Compensated
Employees
|
|
|
Employer
Profit Sharing
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Immediate
|
|
|
|
100%
|
|
|
|
100%
|
|
|
|
-
|
|
|
|
-
|
|
1
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20%
|
|
|
|
-
|
|
2
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
40%
|
|
|
|
-
|
|
3
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
60%
|
|
|
|
100%
|
|
4
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
80%
|
|
|
|
-
|
|
5
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
100%
|
|
|
|
-
|
|
A
participant also becomes 100% vested in his or her matching and profit sharing
contribution accounts upon termination of employment by reason of death,
retirement or disability. For purposes of the Plan, retirement is defined as
termination of employment after age 65 or age 55 if the participant has at least
ten years of service with the Company.
Effective
as of July 1, 2007, in accordance with the Pension Protection Act of 2006, all
active participant account balances derived from employer profit sharing
contributions that were previously made to a participant account and any future
employer profit sharing contributions will be 100% vested after three complete
years of service.
In the
event a participant leaves the Company prior to becoming fully vested, the
participant’s unvested employer matching and profit sharing contribution
accounts may forfeit. If the participant’s account balance is 100% unvested,
forfeiture will occur in the Plan year in which the participant leaves the
Company. If a participant is partially vested and takes a distribution of
his/her account balance from the Plan, forfeiture of the unvested account
balance will occur in the Plan year in which the distribution is taken. If a
participant does not take a distribution, forfeiture of the unvested account
balance will occur after five years.
Coach,
Inc. Savings and Profit Sharing Plan
Notes
to Financial Statements
In the
event the participant rejoins the Company within five years, he/she may continue
to vest in the unvested portion of his/her account balance. If the participant
rejoins the Company within one year, the unvested balance continues to vest as
if the participant never left the Company. If the participant rejoins the
Company between one and five years, the unvested balance continues to vest from
point of rehire.
If a
participant who was terminated as of July 1, 2007 is rehired, any unvested
contributions previously made to his/her profit sharing contribution account
will continue to vest 100% after five complete years of service and any future
employer profit sharing contributions will be vested after three complete years
of service.
If the
participant does take a distribution and rejoins the Company within five years,
the unvested amount that was forfeited will be restored only if the participant
repays to the Plan the full amount of the vested distribution before the earlier
of (1) the end of five consecutive breaks in service years beginning after the
distribution or (2) within five years after reemployment with the Company.
Vesting of the unvested participant balance cannot be restored by a repayment of
a previous distribution after five consecutive one-year breaks in
service.
Forfeited
accounts will be used first to pay Plan administrative expenses. Any remaining
amounts will be used to reduce future employer contributions payable under the
Plan. As of June 30, 2009 and 2008, forfeited unvested amounts totaled $80,579
and $109,824, respectively. During the Plan year ended June 30, 2009, $140,490
of forfeitures were used to pay Plan administrative expenses and $134,730 were
used to reduce employer contributions.
Administrative
Expenses:
Unless
elected to be paid by the Company, administrative expenses incurred in
connection with the Plan shall be paid from forfeitures, if any, or from the
Trust.
Participant
Loans:
Active
participants may borrow from their fund accounts a minimum of $1,000, up to a
maximum of the lesser of 50% of their vested account balance or $50,000, reduced
by the highest outstanding loan balance in the participant’s account during the
prior twelve month period. The loans are secured by the balance in the
participant’s account and bear interest at rates commensurate with prevailing
market rates, as determined by the Plan Committee. During the 2009 Plan year,
interest rates on outstanding loans ranged from 3.25% to 8.25%. Principal
repayments and interest payments are made ratably through payroll deductions and
must be repaid within five years unless used by the participant to purchase a
primary residence, in which case the term is ten years. A participant may only
have one loan outstanding at a time.
If a
participant’s loan is in default, the participant shall be treated as having
received a taxable deemed distribution for the amount in default. Participant
payments on a loan after the date it was deemed distributed shall be treated as
employee contributions to the Plan for purposes of increasing the tax basis in
the participant’s account. These payments shall not be treated as employee
contributions for any other purpose under the Plan. In the 2009 Plan year,
deemed distributions were $25,648.
Coach,
Inc. Savings and Profit Sharing Plan
Notes
to Financial Statements
Payment
of Benefits:
Upon
termination of employment, participants are entitled to receive the full vested
balance of their Plan account in a lump sum cash distribution or in part in the
form of installments. In the event of a participant’s death, the distribution of
the participant’s account balance will be made to the participant's designated
beneficiary or the participant's estate, if no beneficiary has been so
designated.
Any
participant may apply to withdraw all or part of his/her vested account balance
subject to specific hardship and in-service withdrawal provisions of the Plan.
Hardship withdrawals must be approved by the Plan Administrator, who is
appointed by the Plan Committee, and are limited to amounts of participants’
deferral contributions. Hardship withdrawals require a six-month suspension from
contributing to the Plan from the date of the hardship withdrawal. In-service
withdrawals are available to participants upon the attainment of age 59 ½ and
are limited to a participant’s vested account balance. Hardship and in-service
withdrawals will be subject to income taxes. A hardship withdrawal may also be
subject to an additional tax based on early withdrawal.
Investment
Options:
Participants
may direct employee deferrals as well as employer matching and profit sharing
contributions into any of 23 different investment options, including a common
collective trust fund, several mutual funds and Company stock, in no less than
1% increments.
2.
|
Summary
of Significant Accounting Policies
|
Basis
of Accounting:
The
Plan's financial statements have been prepared in conformity with accounting
principles generally accepted in the United States of America.
Payment
of Benefits:
Benefit
payments to participants are recorded when paid.
Investment
Valuation and Income Recognition:
The
Plan’s investments are stated at fair value. Fair value of a financial
instrument is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. Shares of the trust and mutual funds are valued at the net
asset value of shares held by the Plan at year-end. Shares of Coach, Inc. common
stock are stated at fair value as determined by quoted market prices at
year-end. The common collective trust fund is stated at fair value as determined
by the issuer of the common collective trust fund based on the fair value of the
underlying investments. The common collective trust fund’s underlying
investments in investment contracts are valued at fair value of the underlying
investments and then adjusted by the issuer to contract value, which is invested
principal plus accrued interest. Certain events, such as a change in law,
regulation, or administrative ruling or employer-initiated termination of the
Plan, may limit the ability of the Plan to transact the common collective trust
fund at contract value with the issuer. The Plan presents, in the Statement of
Changes in Net Assets Available for Benefits, the net depreciation in the fair
value of its investments, which consists of the realized gains or losses and the
unrealized gains or losses on those investments based on the value of the assets
at the beginning of the Plan year or at the time of purchase during the year.
Participant loans are valued at the outstanding loan balances, which
approximates fair value.
Coach,
Inc. Savings and Profit Sharing Plan
Notes
to Financial Statements
In
accordance with Financial Accounting Standards Board (“FASB”) Staff Position
(“FSP”), AAG INV-1 and SOP 94-4-1, “
Reporting of Fully
Benefit-Responsive Contracts Held by Certain Investment Companies Subject to the
AICPA Investment Company Guide and Defined-Contribution Health and Welfare and
Pension Plans
”, the statements of net assets available for benefits
present an investment contract at fair value, as well as an additional line item
showing an adjustment of the fully benefit-responsive contract from fair value
to contract value. The statement of changes in net assets available for
benefits is presented on a contract value basis and is not affected by FSP AAG
INV-1 and SOP 94-4-1.
Purchases
and sales of investments are recorded on a trade date basis. Dividend income is
recorded on the ex-dividend date. Interest income is recorded when earned. Cost
of securities sold is determined by the specific identification
method.
Use
of Estimates:
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of net assets
available for benefits and changes therein. Actual results could differ from
estimates in amounts that may be material to the financial
statements.
Risk
and Uncertainties:
Investment
securities, in general, are exposed to various risks, such as interest rate,
credit and overall market volatility. Due to the level of risk associated
with certain investment securities, it is reasonably possible that changes in
such risk factors could materially affect participant account balances and the
amount reported on the statement of net assets available for benefits and
changes therein.
Recent
Accounting Pronouncements:
In
September 2006, the FASB issued Statement of Financial Accounting Standard
(“SFAS”) 157, “
Fair Value
Measurements.
” SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles and expands
disclosures about fair value measurements. This standard was effective for
the Plan’s fiscal year that began on July 1, 2008. The adoption did not
have a material impact on the Plan’s financial statements. For further
information about the fair value measurements of the Plan’s financial assets see
Note 7.
In
October 2008, the FASB issued FSP No. SFAS 157-3, “
Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active
” which
amends SFAS 157 by incorporating an example to illustrate key considerations in
determining the fair value of a financial asset in an inactive market. FSP
157-3 was effective on October 10, 2008. The Plan has adopted the
provisions of SFAS 157 and incorporated the considerations of this FSP in
determining the fair value of its financial assets. FSP 157-3 did not have
a material impact on the Plan’s financial statements.
Coach,
Inc. Savings and Profit Sharing Plan
Notes
to Financial Statements
In April
2009, the FASB issued FSP No. SFAS 157-4, “
Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly
” which amends
SFAS 157 by incorporating a two-step process to determine whether a market is
not active and a transaction is not distressed. The Plan adopted FSP 157-4
for the Plan year ended June 30, 2009. FSP 157-4 did not have a material
impact on the Plan’s consolidated financial statements.
In June
2009, the FASB issued SFAS 168, “
The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles-a
replacement of FASB Statement No. 162
.” SFAS 168 states that the FASB
Accounting Standards Codification will become the source of authoritative U.S.
GAAP recognized by the FASB. Once effective, the Codification’s content
will carry the same level of authority, effectively superseding Statement
162. The GAAP hierarchy will be modified to include only two levels of
GAAP: authoritative and nonauthoritative. This statement will be effective
for the Plan’s financial statements beginning with the Plan year ending June 30,
2010. The Plan’s management does not expect the application of SFAS 168 to
have a material impact on the Plan’s financial statements.
The fair
value of the following individual investments represents 5% or more of the
Plan's total net assets available for benefits at June 30, 2009 and
2008:
|
|
Shares
|
|
|
Fair Value
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
Fund
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coach,
Inc. Common Stock
|
|
|
786,219
|
|
|
|
790,524
|
|
|
$
|
21,134,591
|
|
|
$
|
22,832,304
|
|
Fidelity
Balanced Fund
|
|
|
583,740
|
|
|
|
614,261
|
|
|
|
8,265,760
|
|
|
|
11,204,125
|
|
Fidelity
Diversified International Fund
|
|
|
323,195
|
|
|
|
330,931
|
|
|
|
7,530,438
|
|
|
|
11,926,743
|
|
Fidelity
Managed Income Portfolio*
|
|
|
15,247,227
|
|
|
|
12,459,062
|
|
|
|
14,654,760
|
|
|
|
11,974,293
|
|
Neuberger
Berman Genesis Trust
|
|
|
327,863
|
|
|
|
310,774
|
|
|
|
10,645,724
|
|
|
|
15,908,540
|
|
Spartan
U.S. Equity Index Fund
|
|
|
239,923
|
|
|
|
251,486
|
|
|
|
7,845,472
|
|
|
|
11,435,067
|
|
*Amounts
shown at fair value. Contract value at June 30, 2009 and 2008 was
$15,247,227 and $12,459,062, respectively.
During
the Plan year ended June 30, 2009, the Plan investments (including gains and
losses on investments bought and sold, as well as held during the year)
depreciated in value by $24,617,969 as follows:
Coach,
Inc. Savings and Profit Sharing Plan
Notes
to Financial Statements
Net
depreciation in fair value:
Fund Types
|
|
|
|
|
|
|
|
Mutual
funds
|
|
$
|
(23,289,036
|
)
|
Coach,
Inc. Common Stock
|
|
|
(1,328,933
|
)
|
Net
depreciation in fair value of investments
|
|
$
|
(24,617,969
|
)
|
4.
|
Exempt
Party-In-Interest Transactions
|
Certain
Plan investments are shares of mutual funds managed by Fidelity Investments,
Inc. The Trustee is an affiliate of Fidelity Investments, Inc. and
therefore, these transactions qualify as party-in-interest transactions.
Fees charged to the Plan by the Plan Trustee for administrative expenses
amounted to $183,216 for the year ended June 30, 2009.
The
Company is also a party-in-interest to the Plan under the definition provided in
Section 3(14) of ERISA. Therefore, Coach, Inc.’s common stock transactions
qualify as party-in-interest transactions. At June 30, 2009 and 2008, the Plan
held 786,219 and 790,524 shares, respectively, of common stock of the Company,
the sponsoring employer, with a cost basis of $14,288,518 and $14,046,756,
respectively.
5.
|
Federal
Income Tax Status
|
The IRS
has determined and informed the Company by letter dated June 23, 2003 that the
Plan and related trust are designed in accordance with applicable sections of
the IRC. The Plan Administrator and the Plan’s tax counsel believe that
the Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC and the Plan and related trust continue to be
tax-exempt. Therefore, no provision for income taxes has been included in
the Plan’s financial statements.
Although
it has not expressed any intent to do so, the Board of Directors of the Company
reserves the right to change, amend or terminate the Plan at any time at its
discretion, subject to the provisions of ERISA. In the event the Plan is
terminated, participants would become 100% vested in their employer matching and
profit sharing contributions.
Coach,
Inc. Savings and Profit Sharing Plan
Notes
to Financial Statements
7.
|
Fair
Value Measurements
|
In
accordance with SFAS 157, the Plan classifies its investments into Level 1,
which refers to securities valued using quoted prices from active markets for
identical assets; Level 2, which refers to securities not traded on an active
market but for which observable market inputs are readily available; and Level
3, which refers to securities valued based on significant unobservable
inputs. Assets and liabilities are classified in their entirety based on
the lowest level of input that is significant to the fair value
measurement. The following table sets forth by level within the fair value
hierarchy a summary of the Plan’s investments measured at fair value on a
recurring basis at June 30, 2009.
|
|
Fair Value Measurements at June 30, 2009
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock
|
|
$
|
21,134,591
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Mutual
funds
|
|
|
68,110,000
|
|
|
|
-
|
|
|
|
-
|
|
Common
collective trust fund
|
|
|
-
|
|
|
|
14,654,760
|
|
|
|
-
|
|
Participant
loans
|
|
|
-
|
|
|
|
-
|
|
|
|
2,408,885
|
|
Total
|
|
$
|
89,244,591
|
|
|
$
|
14,654,760
|
|
|
$
|
2,408,885
|
|
The
following table presents a reconciliation of the beginning and ending balances
of the fair value measurements using significant unobservable inputs (Level
3):
|
|
Participant Loans
|
|
Balance
at June 30, 2008
|
|
$
|
2,145,840
|
|
Purchases,
issuances and settlements
|
|
|
263,045
|
|
Balance
at June 30, 2009
|
|
$
|
2,408,885
|
|
8.
|
Subsequent
Event Evaluation
|
The
Company adopted SFAS 165, “
Subsequent Events
,” for the
Plan year ended on June 30, 2009. SFAS 165 formalizes the recognition and
nonrecognition of subsequent events and the disclosure requirements not
addressed in other applicable generally accepted accounting guidance. The
Company evaluated subsequent events through December 17, 2009, the date these
financial statements were issued, for both conditions existing and not existing
as of December 17, 2009 and concluded there were no subsequent events to
recognize or disclose.
Coach,
Inc. Savings and Profit Sharing Plan
Notes
to Financial Statements
9.
|
Reconciliation
to Form 5500
|
The
following is a reconciliation of the Plan’s net assets at contract value per the
financial statements to the Plan’s net assets at fair value, per Form
5500:
|
|
June 30, 2009
|
|
|
June 30, 2008
|
|
Net
assets available for benefits per financial statements
|
|
$
|
113,819,877
|
|
|
$
|
123,646,819
|
|
Less:
Adjustment from contract value to fair value for fully
|
|
|
|
|
|
|
|
|
benefit-responsive
investment contracts
|
|
|
592,467
|
|
|
|
484,769
|
|
Net
assets available for benefits per Form 5500
|
|
$
|
113,227,410
|
|
|
$
|
123,162,050
|
|
The
following is a reconciliation of the decrease in net assets per the financial
statements for the year ended June 30, 2009, to Form 5500:
|
|
June 30, 2009
|
|
Decrease
in net assets, per financial statements
|
|
$
|
(9,826,942
|
)
|
Less:
Change in the adjustment from contract value to
|
|
|
|
|
fair
value for fully benefit-responsive investment contracts
|
|
|
107,698
|
|
Decrease
in net assets, per Form 5500
|
|
$
|
(9,934,640
|
)
|
Plan
No.: 001
EIN:
52-2242751
Supplemental
Schedule
Coach,
Inc.
Savings
and Profit Sharing Plan
Form
5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of
Year)
June
30, 2009
Identity of Issuer, Borrower, Lessor or Similar Party
|
|
Description of Investment Including Maturity
Date, Rate of Interest, Par or Maturity Value
|
|
Number
of
Shares
|
|
|
Cost
|
|
|
Current
Value
|
|
American
Funds Growth Fund
|
|
Mutual
fund
|
|
|
207,934
|
|
|
|
**
|
|
|
$
|
4,738,827
|
|
Fidelity
Balanced Fund*
|
|
Mutual
fund
|
|
|
583,740
|
|
|
|
**
|
|
|
|
8,265,760
|
|
Fidelity
Diversified International Fund*
|
|
Mutual
fund
|
|
|
323,195
|
|
|
|
**
|
|
|
|
7,530,438
|
|
Fidelity
Equity-Income Fund*
|
|
Mutual
fund
|
|
|
119,701
|
|
|
|
**
|
|
|
|
3,826,849
|
|
Fidelity
Freedom 2000 Fund*
|
|
Mutual
fund
|
|
|
21,090
|
|
|
|
**
|
|
|
|
222,710
|
|
Fidelity
Freedom 2005 Fund*
|
|
Mutual
fund
|
|
|
7,443
|
|
|
|
**
|
|
|
|
66,689
|
|
Fidelity
Freedom 2010 Fund*
|
|
Mutual
fund
|
|
|
53,602
|
|
|
|
**
|
|
|
|
594,984
|
|
Fidelity
Freedom 2015 Fund*
|
|
Mutual
fund
|
|
|
122,379
|
|
|
|
**
|
|
|
|
1,125,889
|
|
Fidelity
Freedom 2020 Fund*
|
|
Mutual
fund
|
|
|
149,243
|
|
|
|
**
|
|
|
|
1,617,792
|
|
Fidelity
Freedom 2025 Fund*
|
|
Mutual
fund
|
|
|
158,113
|
|
|
|
**
|
|
|
|
1,407,209
|
|
Fidelity
Freedom 2030 Fund*
|
|
Mutual
fund
|
|
|
224,962
|
|
|
|
**
|
|
|
|
2,359,852
|
|
Fidelity
Freedom 2035 Fund*
|
|
Mutual
fund
|
|
|
317,788
|
|
|
|
**
|
|
|
|
2,745,684
|
|
Fidelity
Freedom 2040 Fund*
|
|
Mutual
fund
|
|
|
621,108
|
|
|
|
**
|
|
|
|
3,732,856
|
|
Fidelity
Freedom 2045 Fund*
|
|
Mutual
fund
|
|
|
247,207
|
|
|
|
**
|
|
|
|
1,750,224
|
|
Fidelity
Freedom 2050 Fund*
|
|
Mutual
fund
|
|
|
122,182
|
|
|
|
**
|
|
|
|
847,940
|
|
Fidelity
Freedom Income Fund*
|
|
Mutual
fund
|
|
|
50,517
|
|
|
|
**
|
|
|
|
505,671
|
|
Fidelity
Managed Income Portfolio*
|
|
Common
collective trust fund
|
|
|
15,247,227
|
|
|
|
**
|
|
|
|
14,654,760
|
|
Fidelity
U.S. Bond Index Fund*
|
|
Mutual
fund
|
|
|
509,122
|
|
|
|
**
|
|
|
|
5,518,886
|
|
Munder
Mid-Cap Core Growth Class Y
|
|
Mutual
fund
|
|
|
145,360
|
|
|
|
**
|
|
|
|
2,690,620
|
|
Neuberger
Berman Genesis Trust
|
|
Mutual
fund
|
|
|
327,863
|
|
|
|
**
|
|
|
|
10,645,724
|
|
Spartan
U.S. Equity Index Fund
|
|
Mutual
fund
|
|
|
239,923
|
|
|
|
**
|
|
|
|
7,845,472
|
|
Victory
SPL Value I
|
|
Mutual
fund
|
|
|
2,481
|
|
|
|
**
|
|
|
|
27,023
|
|
Coach,
Inc. Common Stock*
|
|
Common
stock
|
|
|
786,219
|
|
|
|
**
|
|
|
|
21,134,591
|
|
Participant
loans*
|
|
Loans
to participants with interest rates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ranging
from 3.25% to 8.25% and with
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
maturity
dates to August 28, 2018.
|
|
|
-
|
|
|
|
|
|
|
|
2,408,885
|
|
Other
in-transit investment
|
|
|
|
|
|
|
|
|
|
|
|
|
42,901
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
$
|
106,308,236
|
|
*
Represents a party-in-interest to the Plan
** Not
required as the investment is Participant-directed
COACH,
INC. SAVINGS AND PROFIT SHARING PLAN
EXHIBITS
TO FORM 11-K
For the
Plan Year Ended June 30, 2009
Commission
File No. 1-16153
Exhibits
(numbered in accordance with Item 601 of Regulation S-K)
Exhibit
Number
|
Description
|
|
|
23.1
|
Consent
of Independent Registered Public Accounting
Firm
|
COACH,
INC. SAVINGS AND PROFIT SHARING PLAN
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Plan Committee
has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Coach,
Inc. Savings and Profit Sharing Plan
(Name of
Plan)
|
/s/ Sarah
Dunn
|
|
Sarah
Dunn
|
|
Plan
Administrator
|
|
|
|
December
17, 2009
|
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