Acquisitions

Fiscal 2015 Acquisition

On May 4, 2015, the Company acquired all of the outstanding equity interests of Stuart Weitzman Topco LLC ("Topco") and Stuart Weitzman Intermediate LLC ("Stuart Weitzman"), a wholly owned subsidiary of Topco, which the Company believes will complement its current leadership position in premium handbags and accessories. Stuart Weitzman designs and manufactures women's luxury footwear and accessories. The results of the Stuart Weitzman's operations have been presented as a segment of Coach, Inc. within Note 14, "Segment Information."

The aggregate cash paid in connection with the acquisition of Stuart Weitzman was $531.1 million (or $519.6 million net of cash acquired). Furthermore, the acquisition agreement contains a potential earnout payment of up to $14.7 million annually in cash over the next three calendar years, based on the achievement of certain revenue targets. The agreement also contains a catch-up provision that provides that if the revenue targets are missed in any one year but are surpassed in succeeding years then amounts for past years become due upon surpassing targets in succeeding years. The total amount payable under the earnout will not exceed $44.0 million.

The Company funded the acquisition through cash on-hand, including the utilization of a portion of debt related proceeds, as described in Note 10, "Debt."

The purchase price allocations for these assets and liabilities are substantially complete, however it may be subject to change as additional information is obtained during the acquisition measurement period. The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date (in millions):



Assets Acquired and Liabilities Assumed	Fair Value
Cash and cash equivalents	$	11.5
Trade accounts receivable	34.0
Inventories⁽¹⁾	32.9
Prepaid expenses and other current assets	5.2
Property and equipment, net	28.3
Goodwill⁽²⁾	125.8
Trademarks and trade names⁽³⁾	267.0
Other intangible assets⁽⁴⁾	87.0
Deferred income taxes	7.1
Other assets	2.3
Total assets acquired	601.1
Accounts Payable and accrued liabilities	15.7
Other liabilities⁽⁵⁾	54.3
Total liabilities assumed	70.0
Total purchase price	531.1

Less: Cash acquired	(11.5		)

Total purchase price, net of cash acquired	$	519.6

⁽¹⁾ Included a step-up adjustment of approximately $5.6 million, which is being amortized over 4 months.

⁽²⁾ Approximately $38.5 million of the goodwill balance is tax deductible.

⁽³⁾ The trademarks and trade names intangible asset was valued based on the relief from royalty approach.

⁽⁴⁾ The components of Other intangible assets included customer relationships of approximately $54.7 million (amortized over 15 years), order backlog of approximately $7.7 million (amortized over 6 months) and favorable lease rights of approximately $24.6 million (amortized over the remainder of the underlying lease terms). The customer relationship intangible asset was valued using the excess earnings method, which discounts the estimated after-tax cash flows associated with the existing base of customers as of the acquisition date, factoring in expected attrition of the existing base. The order backlog intangible asset was valued using the excess earnings method, which discounts the estimated after-tax cash flows associated with open customer orders as of the acquisition date. Favorable lease rights were valued based on a comparison of market participant information and Company-specific lease terms.

⁽⁵⁾ Included within Other liabilities is the fair value measurement of the contingent earnout payment of $17.8 million. This was valued primarily utilizing Level 3 inputs as defined by the fair value hierarchy, and was based on a weighted average expected achievement probability and discount rate over the expected measurement period. See Note 11, "Fair Value Measurements," for a reconciliation of the contingent earnout liability as of September 26, 2015.

During the three months ended September 26, 2015 and the three months ended September 27, 2014, there were no material acquisition-related costs, recorded within SG&A expenses.