Good day and welcome to the Coach conference call. (Operator Instructions) At this time for opening remarks and introductions I would like to turn the call over to Senior Vice President of Investor Relations and Corporate Communications at Coach, Andrea Shaw Resnick. You may begin.

Thank you, [Shirley]. Good morning and thank you for joining us today. With me to discuss our quarterly results are Lew Frankfort, Coach's Chairman and CEO, and Mike Devine, Coach's CFO. Mike Tucci, President of North American Retail, is also joining us. Before we begin we must point out that this conference call will involve certain forward-looking statements and certain projections for our business in the current or future quarters or fiscal years. These statements are based upon a number of continuing assumptions, and future results may differ materially from our current expectations based upon risks and uncertainties expectations based upon risks and uncertainties such as expected economic trends or our ability to anticipate consumer preferences or control costs. Please refer to our latest annual reports on Form 10-K for a complete list of these risk factors. Also, please note that historical growth trends may not be indicative of future growth. We presently expect to update our estimates each quarter only; however, the failure to update this information should not be taken as Coach's acceptance of these estimates on a continuing basis. Coach may also choose to discontinue presenting future estimates at any time. Now let me outline the speakers and topics for this conference call. Lew Frankfort will provide an overall summary of our first fiscal quarter 2009 results and will also discuss our strategies going forward. Mike Tucci will review our key initiatives for the holiday season. Mike Devine will conclude with details on financial and operational highlights for the quarter as well as our outlook for the second quarter and full fiscal year 2009. Following that we will hold a question-and-answer session that will end by 9:30 a.m. I'd now like to introduce Lew Frankfort, Coach's Chairman and CEO.

Thanks, Andrea, and welcome, everyone. As you know, we just reported that first quarter earnings met our EPS guidance but fell slightly short of our top line goals due to the weakened retail landscape in North America. While we're enthusiastic about the level of product excitement that will be available for holiday and believe that Coach will remain a brand of choice whether for self purchase or gifting, we're concerned that the weak traffic trends across our U.S. full price businesses will continue through the rest of the fiscal year. As a result, productivity gains over this timeframe will be difficult to achieve. Thus, we now expect to achieve sales growth of about 10% this year to about $3.5 billion versus our previous estimate of 13% top line growth. Importantly, we have been proactive in planning for a tough retail environment for some time, managing our business nimbly and acting quickly to curb spending. We believe that our earnings guidance for the year can still be achieved through a combination of distribution growth, a focus on innovation to support productivity, disciplined expense control, and the share repurchases to date. At the same time, we will continue to invest prudently for long-term profitable growth. While I will get into further detail about current conditions and the outlook for the category in our business shortly, I did want to take the time to review our quarter first. Some highlights of our first fiscal quarter were: First, earnings per share rose 7% to $0.44 compared with $0.42 in the prior year. Second, net sales totaled $753 million versus $677 million a year ago, a gain of 11%. Third, Direct to Consumer sales rose 16% to $592 million from $511 million in the prior year on a comparable basis. Fourth, North American same-store sales…

Thanks, Lew. As mentioned in our press release, each of our monthly introductions was well received, starting in July with Bleecker. This was followed up updated Hamptons and Legacy Collections in August and by Zoe, a new group of handbags and accessories, in September. Also in September we successfully introduced a new Coach fragrance, Legacy. Earlier this month we launched Madison, a new major lifestyle collection which is a softer, drapier and sophisticated group of handbags, accessories and footwear across multiple fabrications, including a new logo platform, Coach Op Art. We are especially excited about Madison as it represents the first collection that fulfills our strategy of compressing multiple years of product innovation into a single fiscal year. This is especially important at holiday, when our gifting opportunity is greatest. Our early reads on Madison show an improvement in handbag penetration as a percent of sales and a better balancing of our assortment overall. Our key item in this group is the Sabrina satchel, performing very well in both sizes, with prices ranging from $298 for the smaller version in Op Art to $798 in limited edition styles. Looking ahead to holiday, our customers will see important changes from previous years. First, a dramatic intensification of newness, notably in handbags. In the past we tended to frontload the quarter with the most significant delivery in October followed by more modest introductions in November and December. This holiday will build on October's Madison launch with powerful new product throughout the quarter. Second, a focus on gifting, notably in a more bold accessory offering across a range of compelling price points. And third, a retail presentation that truly appeals to holiday gift giving. Our in-store, web, packaging and advertising point of view will be more festive, colorful and exciting this season, anchored…

Thanks, Mike. While looking ahead, as we've discussed many times, we have two sales drivers. First is distribution, as we expand our global network of store locations with an emphasis on North America, Japan and China. And second is productivity, which we drive across all geographies through the introduction of innovative and relevant products in a compelling store environment. As we discussed, given the weak retail climate in North America, productivity gains will remain challenging through the remainder of our fiscal year. That said, we have been implementing four key strategies that focus on sustaining growth within our international framework. Our largest opportunity during our planning horizon continues to be in North America. First, we're building share in the $8.7 billion North American women's accessories market. As we've already discussed, we're implementing a number of initiatives to accelerate product innovation, elevate our offering and enhance the in-store experience. These plans will enable us to continue to strengthen our leadership position in this market. Our second strategy is the continued growth in North American Retail. As you know, given the compelling returns we are continuing to generate, we plan to add about 40 retail stores a year in North America, including FY '09. This year this will include a total of 14 new markets for Coach. Prior to holiday, we expect to have opened a total of 28 full price stores, including a total of 6 this quarter. We will also continue to relocate and expand stores where appropriate. As I mentioned, based on the performance of our new stores, which have consistently outpaced their pro formas even as the economy has weakened, we believe that North America in total can easily support 500 retail stores, including at least 20 in Canada. And third, outside the U.S. we're continuing to increase…

Thank you, Lew. Lew and Mike have just taken you through the highlights and strategies. Let me now take you through some of the important financial details of our first quarter results. As mentioned, our quarterly revenues increased 11%, with Direct to Consumer, which represents over three-quarters of our business, up 16% and Indirect down 3%, strong International sales and shipments, offset by weakness at U.S. department stores. Earnings per share for the quarter increased 7% to $0.44 as compared to $0.41 in the year ago period as net income declined to $146 million from $155 million. Our operating income totaled $233 million in the first quarter versus $239 million in the same period last year. Operating margin in the quarter was 31% flat compared to 35.3% in the year ago quarter. In the first quarter, gross profit rose 8% to $558 million from $518 million a year ago, and gross margin continued to be strong and on target at 74.2% versus 76.6% in the prior year. As expected, promotional activity, notably in the factory channel, which has yet to anniversary the overall higher levels of promotions which began in last year's second quarter, was the primary driver of the year-over-year change. Channel mix and the sharper pricing initiative also dampened gross margin. As expected, SG&A expenses as a percentage of net sales rose from prior year levels in the first quarter and represented 43.1% of sales versus 41.3%. Inventory levels at quarter end were $402 million, up about 19% from prior year levels on a comparable basis, driven in part by an investment in key initiatives which position us well for the holiday season. In addition, the increase included the purchase of $5 million of inventory in China as part of the transition and was also impacted by the…

(Operator Instructions) Your first question comes from Robert Drbul - Barclays Capital.

Lew, the question that I have for you is more forward-looking in terms of the holiday quarter and then sort of the rest of this fiscal year, but what are your assumptions around the category growth? You talked about what you saw so far this calendar year. How are you planning that within your forecast for the business?

We're assuming little or no category growth even though the category did grow mid single-digits last quarter. We're really focused on Coach's growth and, as you know, we do have nearly 25% market share in the category so, as we go so will the category. And so it's hard for us to speak to other players, but we're confident that we will continue to grow our bag business through the holiday season and the rest of the fiscal year.

Your next question comes from Michelle Clark - Morgan Stanley.

Mike, your expense levels were better than I would have expected given the level of sales. Has your leverage point changed at all or is it still that 7% for the Retail business?

We really are very pleased with our SG&A management. As you mentioned, our spending actually came in for the first quarter about $5 million below the level that we shared on our last call when we gave guidance for the quarter and really helped us to deliver that $0.44 EPS. And in fact the guidance that we've given now - the $2.25 - as you dive into it you'll actually see that we've taken out about $40 million in SG&A spend versus that initial guidance. So we really are tightening our belts, looking only at short payback spending initiatives. We actually have what we're calling her a Coach hiring frost under way. We're virtually only doing hiring for our growth initiatives, most notably China, and our collections initiative on the merchandising side. So there's a number of things that we're doing by taking our revenue guidance down. Of course, there's a variable component that contributes to that $40 million decline, things like percentage rent and store wages as traffic is off. Unfortunately, our bonuses also come down as earnings and net income come down. So we feel really good. We're negotiating hard with vendors. We're looking at our T&E spend. We're also looking at capital spending, which has resulted in lower depreciation. So all in all, I think what we're seeing, Michelle, is the 7% comp in the Retail division is probably still a pretty good number because of the highly variable nature of Mike's division there. But what we are impacting is the overall growth that we need to deliver SG&A leverage across the entire company by more closely managing corporate expenditures and also delivering more leverage from CJI's P&L. So again - I'll repeat myself - we're very pleased with the way we've been able to manage SG&A and with this $40 million decline, if you allow us to adjust out the spending initiatives for China and for collections, we now actually will deliver, based on this latest guidance, a flat to slightly down SG&A rate as a percentage of sales. So there's a number of things going on here that are helping us to protect our earnings guidance.

The second quarter question I had is on the weakness in the department store channel. I was hoping that you guys could give us some color there. Is it with a particular retailer? Any regional callouts that you can give us?

First, for context, department stores are very important to Coach because they do offer consumers who we target who shop in department stores an opportunity to purchase Coach. But having said that, they do only represent about 11% of our global sales. So everything that I'm about to say needs to be in the context that it's a minor portion of our sales. We're experiencing weakness across all of the chains that we deal with, however the weakness is more exaggerated, of course, in Florida and California. At the same time, we have relative strength in the Tri-State area, in sections of the Midwest and Southeast.

Your next question comes from David Schick - Stifel Nicolaus & Company. David Schick - Stifel Nicolaus & Company: So Lew, you just talked about - I think you talked about how those were, department store markets, doing by region. Can you talk about your full price stores by region, if there's anything vastly different or more disparity than typical?

We're finding the same geographic patterns. We're primarily affected geographically in same stores by the varying economic conditions. So the Tri-State area is doing well. Canada, of course, continues to do exceptionally well. Sections of the Midwest are doing better than other regions as well. David Schick - Stifel Nicolaus & Company: And then separately, could you talk a little bit in more depth about the online business, how's online doing, e-mail open rates, sort of things that we might want to look at for customer's interest with either researching your product or doing business with you online?

We've spent an enormous amount of time on Coach.com, and I think you'll notice that what we would call the skin and architecture of the site has been significantly revamped from an experience standpoint, look and feel. We've managed our shopping path much more aggressively, trying to get the consumer more effectively to key places that she visits, obviously, our handbag business. Categories that are not as important in the store such as men's and footwear and online have all been targeted for growth. It's part of a multi-pronged effort, including the full re-platforming of Coach.com which will now happen in the beginning of the calendar year, and what we're seeing is a huge opportunity around segmentation and customization which we'll begin to effort against this holiday. So you'll see us doing a more tailored approach around e-mail. In terms of open rates and e-mail response rates, we are very, very disciplined there. We don't bombard people with a lot of e-mails if they choose not to engage, so we control that very, very carefully. Our e-mail productivity is very strong. And it's important to note that we've also expanded our online presence with key department store resources out there, where we now have Nordstrom, Macy's, Dillard's offering Coach products within their websites. And that's been very important to us to maintain growth or certainly protect growth within the online category overall. David Schick - Stifel Nicolaus & Company: So you said you're careful about it, but are you still pleased as we head into the later part of the year with open rates and things like that?

Absolutely. And in fact, what I want to underscore is that we are not, while e-mail can be an effective way to get a lot of messaging out there because it's virtually free from a cost standpoint, we're not going to use that irresponsibly. We are very careful to not bombard consumers with email messaging that we actually believe to be intrusive. It's not an enormous piece of our overall online business, but it's an important messaging tactic for us. We are very, very optimistic about engagement and open rates within Coach.com.

(Operator Instructions) Your next question comes from Kimberly Greenberger - Citigroup.

My question's on square footage growth beyond the current fiscal year. And obviously business here in North America is tough for everybody and it feels like it's getting worse. Do you think it might be prudent to slow down the square footage growth at least in North America until we see some sort of stabilization in the broader economy?

The short answer is that we continue to be significantly profitable incrementally and, as I mentioned earlier, when we open new stores, they're profitable from day one. And we have a long view. We will obviously weather this economic crisis and we believe that we will come out of this adversity a stronger brand and business.

Your next question comes from Christina Colone - Thomas Weisel Partners.

So we understand that your new stores are still very productive and profitable and you remain committed to open the 40 new stores, but we were just wondering do you think so far that your growth in the market has impacted your comps by causing cannibalization and gross margin pressure? And then also, has there been any discussion internally about slowing the growth to preserve margin and comps and potentially improve returns?

It's obviously an area that we manage very carefully. In terms of new store development, we have been very careful to open new stores in a very balanced way, across new what we would call developing and existing markets. And I think what you'll see us doing going forward is managing that open to buy. What we're very, very pleased with is the performance of new stores, in particular in new and developing markets, which have little to no cannibalization impact on our business. We are currently, to be clear - and we had a sense that this would be a topic of discussion we are currently managing the opening pattern for the stores that opened within this fiscal year. We've got a handful to open this quarter, 12 to open in the back half, and we're managing our real estate open to buy for next year. And we're fairly confident that we can achieve our opening plans. The mix of stores for next year is likely to be more skewed towards new and developing markets than it has been in the past, which we see as a very high opportunity for distribution growth for us going forward. We also continue to be very pleased with the pure levels of performance in these stores. As we said, we're averaging about $2 to $2.1 million in new stores through the openings this year - that's a very, very strong number - in markets where we have introduced the Coach brand to the customer with a full line store.

Your next question comes from Christine Chen - Needham & Company, LLC. Christine Chen - Needham & Company, LLC: I wanted to ask, you mentioned that average transactions were only down slightly. Is that because customers are gravitating towards lower price point bags or is it because the mix has shifted because of jewelry and fragrances? And how are handbags $400 and up doing?

Our average transaction size is being impacted mostly by mix within the quarter that we just reported. As we've introduced certain categories with lower price points - like jewelry and fragrance - and as we've seen some very significant growth in small leather goods, that has impacted our average transaction. Handbags over $400 continued to do very well. We actually within the quarter had penetrations of north of 30% in handbags over $400 within the handbag category. That's a tremendous number. And I might add that what we're seeing with Madison, which is a very, very well-priced collection from an elevation standpoint, is an improvement in handbag penetration which is impacting average transaction positively. Now it's very early in the launch, but we're pleased with our efforts around Madison to give us handbag growth.

Your next question comes from Stacey Widlitz - Pali Research.

Can you just comment on your approach to discounting in the full price environment, for example, when consumers receive $50 off in the mail, and how you sort of strike a balance between training consumers to wait for that discount in the mail?

Sure. We should really give context on this. We are a full price proposition, 365 days a year full price proposition. We have one price in our stores, and we manage our business accordingly. We have, I think, done a very good job of offering targeted opportunities to preferred customers to shop in our stores and receive discount incentives. And we're currently finding opportunities to manage that, I think, more effectively. Our target for Q2 is to manage that portion of our business in a very disciplined way, and I want to ensure you that our current plans actually assume a lower level of activity, which is a small portion of our overall business, a lower level of activity in that piece of our business within the quarter.

Your next question comes from David Glick - Buckingham Research Group.

Mike, I was wondering if you could continue a little bit on Madison and give us a little more color about the successes you're seeing there and also whether your strategy to shorten the IMU on selected items is giving you the sell-throughs, accelerated sell-throughs, that you had anticipated and, if so, are you increasing the penetration of that strategy for holiday and spring?

Sure. I'm going to start with the last piece first. You know, one of the things that we're learning with Madison and it really gives us a lot of conviction, great product is a real differentiator. We spent an awful lot of time on the positioning of Madison and what it would say to a consumer when she entered our store. And I think, for those of you who've been in our stores, you can really cut through to a very different proposition in terms of emotion, feel, and pure product offer. Now in terms of hard numbers, Madison is anchored by Sabrina. It's a collection where we have a singular style offered in two sizes across price points from $298, which we see as a real key broad price point, all the way up to $798. And Sabrina in and of itself is representing about 20 points of penetration. That's a heck of a number, a heck of a number on one style, and something we believe we can build a new business around from a platform standpoint. A very balanced effort from a selling standpoint across what we would say is multiple fabric messaging, so we have a very strong leather penetration. The introduction of Op Art, which is a new logo platform for us, and right now Op Art executions and all other fabrications are roughly 50/50. That's a tremendous win for us in terms of a balanced offer. We're not overly dependent on one fabrication versus another. And we also think that Madison gives us an opportunity to provide a more broad view into the business through other categories, so we see the extension of Madison from handbags into strong small leather goods selling. You'll see Amanda, which hits the stores this Friday with our November floor set, offering a different point of view within Madison around small leather goods, what we would call occasion pieces, and great giftables. In addition to that, we've seen strong response to Madison in footwear. So we're very pleased with it. Of course, the world is a different world today. We're operating in a very tough climate. But we believe that we can offer innovation and product newness to the consumer and she will respond.

In terms of your pricing strategy on the shorter IMU, what kind of results are you seeing with where you've taken that strategy and are you looking to expand that strategy going forward?

I think for the moment we should really concentrate. Within Q2 we've done some sharp pricing and you see some of the price points within Sabrina being very, very smart. Soho offers a more core price positioning for us at $278 and $298, and I would say that that is a tremendous balance for us from Madison to a more core offering. And that collection hits on Friday with our floor set. So we believe that that will further reinforce a more balanced price offer, and then we follow up in December with Leah, which is a strong key item tote, and that begins with a $298 offering. All of these price points are baked into our forward guidance around margin. We've built our turn plans based on these price points. And I think we'll speak to our positioning on pricing as we learn from Q2 later in the year, in Q3 and Q4, and we'll share that with you in future calls.

So David, just to build on what Mike said, there is an assumption going forward into the second half that smart pricing will continue, and that is baked into our guidance for the full year gross margin rate of 74%.

And Mike, just real quick, the $2.25 guidance, does that include any share repurchases? Typically it doesn't; I just wanted to confirm that.

Yes, we're consistent on that one. Just the completed share repurchase activity that we shared with everyone in the release for Q1. Nothing beyond that.

Your next question comes from Dana Telsey - Telsey Advisory Group.

As you look at product costs, are you seeing a difference in product costs that allow you to get these sharper prices also? And secondly, any updates on the gallery format that you had rolled out in footwear, watches, and any ancillary categories?

Why don't I take the product cost issue, firstly, and then we'll handle the second question later. I think, Dana, the cost environment is pretty consistent with the snapshot we gave you at the end of Q1. Certain raw material input costs are actually helping, most notably leather. Because of worldwide demand, we're able to buy leather today for slightly below what we were paying for it at last year levels. We also have, through Jerry Stritzke's supply chain organization, many, many initiatives ongoing around qualifying new sources and alternative sources for different raw goods that go into the production of our product, and those continue to proceed. That's the blocking and tackling, but there's a long, long list of items that we're working on to try and squeeze cost savings out. At the same time, there are other inflationary pressures - the Chinese currency and minimum wage, fuel surcharges, etc. So we don't see a significant change from where we were a quarter ago. We think that there's enough proactive activities embedded to hold gross margins pretty steady to that 74% guidance that we've had all fiscal year long. So nothing too terribly different now versus 90 days ago.

Dana, on gallery, we're spending a lot of time in Short Hills. That store is performing very well. We believe in the concept. We are in the final stages of build out on our second gallery store, which opens mid-November in King of Prussia. That format will be a larger format. It's about 5,500 square feet. A little more width allows us to do a more impactful men's presentation within the gallery concept, which we're anxious to learn about. And we've already made some small modifications within Short Hills around positioning; to your question around footwear, we've actually repositioned footwear within that store, which has been a very successful business for us towards the center of the store. Footwear overall has been a nice story for us, and what we're very pleased with is we've been able to manage productively a handful of footwear styles from an all-store point of view. And it allows the customer, particularly around some of the more casual executions and things like sneakers, to really get a multiple purchase, more head-to-toe Coach experience. We will be adding footwear selectively to stores going forward. It's not an enormous rollout, but here and there we will be adding footwear shops into a handful of stores as we expand. On the watch side, we are actually focusing our watch growth to the 110 top stores in the company with a full presentation. And we're looking at the balance of stores to reposition watches to allow us some additional room for growth around small leather goods, and we think that's a tremendous productivity opportunity for us.

Any update on the jewelry side or the real estate environment in dealing with the real estate developers? Are you getting better deals?

Jewelry's actually an opportunity for us in Q2. I spoke earlier about sterling silver rolling to more stores, and I think we're really spent enough time in terms of development environment. This is not a big deal-making time for us. We're focused on executing Q2 and holiday.

(Operator Instructions) Your next question comes from Jennifer Black - Jennifer Black & Associates. Jennifer Black - Jennifer Black & Associates: Lew, I wanted to know what your thoughts are as far as this less conspicuous environment that we're in. It seems like it would be beneficial to you. And then also you've talked about over the years the number of handbags a woman purchases in a year. For awhile it was up to four to five. What do you anticipate this number to be over the next six months to a year in this kind of tough economy?

Well, first, Jennifer, we don't expect any change in the rate of handbag purchase. It will be more or less the same. It could be more, depending on how wowed she is by Coach product and that's why we decided to compress multiple years of innovation into one year, so that we can give her a particularly compelling offering when she's reluctant to spend, to emotionally entice her. In terms of us being a particular beneficiary, candidly, no one benefits from an economic climate such as the one we're in. Everyone is affected. And as we said throughout our discussion, we're looking to continue to navigate jointly through these waters.

It just seems as though that women - and from what I've heard - are trading down from, say, a $2,400 handbag, and that's kind of what I was referring to. And it seems as though your brand would be in a position to benefit from that.

Well, certainly we would benefit from that. We would.

I wanted to know your initial responses to the SLGs, your little shops that you've set up. What are the margins compared to handbags?

Jennifer, it's very early in terms of our SLG intensification. We actually just completing it this week. It'll be fully executed with the launch of Amanda and the Soho floor set, which happens on Friday. From a margin standpoint, we've said many, many times that SLG margins are very consistent with our handbag margins. It's a growth opportunity for us and you'll see us attacking that very aggressively.

Your last question comes from Antoine Belge - HSBC.

Could you comment on the performance of factory versus full price in the quarter and also how you see it evolving in the final quarter?

Sure. As we've said, within the quarter we actually saw a weakening of traffic patterns from the previous few quarters within full price. And the good news against that was conversion basically held at last year's levels, with average transaction down slightly. In factory, we continue to see increases across all three metrics, and that's driven in part by higher promotional activity within the factory channel and obviously the discount environment within factory and a slightly better traffic pattern there.

Thank you. That will conclude our Coach earnings conference call. It is now 9:31 and the markets are open. Thanks, everyone, and have a great day.

Thank you. This does conclude Coach earnings conference. We thank you for your participation.