RL Board Deck

ILLUSTRATIVE
ACQUISITION ANALYSIS
Discussion Materials
GREEN MOUNTAIN CAPITAL
October 12, 2016

2
TABLE OF CONTENTS
1. Executive Summary
2. Kate Spade Overview
3. Public Market Perspectives
4. Preliminary Views on Valuation

3
Recommendations
EXECUTIVE SUMMARY
We recommended that RL does not initiate an acquisition of Kate Spade & Co.
• Potential acquisition contradicts RL’s recent strategic “Way Forward” initiative
• Revenue dis-synergies will result from overlapping product offerings
• Although financially feasible, at current valuation this transaction would be dilutive for RL
At current valuations, we would require a significant amount of conviction regarding the amount of synergies
that would exist in a merger scenario before we would consider recommending a merger
• Without integrating the brands, synergies cannot be captured through standard
cost cutting methods
• We are concerned that talent loss could destroy brand equity

4
Recommendations
EXECUTIVE SUMMARY (CONT’D)
Industry Headwinds
• Lagging same store sales plague the industry
• E-commerce continues to challenge traditional brick and mortar business model
• Cyclicality of consumer discretionary spending
Kate Spade is a luxury retail brand best know for its Women’s handbags and shoes
• Kate Spade recently launched their “Axis of Growth” strategic initiative focusing on
product, category, and geographic expansion
• Kate Spade has one of the highest quality of sales in the industry

Range of Analyst Price Targets:
2016E EBITDA Multiple: 8.2x- 10.2x
2016E EBITDA: $249m
2016E Earnings: 17.9x- 19.9x
2016E Net Income: $91m
WACC: 10.5%
Exit EBITDA Multiple: 8.2x- 10.2x
Valutation Date: 12/31/2016
Premiumto Current Price: 10.0% - 30.0%
LTM EBITDA Multiple: 10.4x- 12.4x
LTM EBITDA: $249m
IRR Target: 15.0% - 17.5%
Terminal EBITDA Multiple: 9.2x
Leverage EBITDA Multiple: 6.5x
LBO
Analyst Price Targets
Comparable
Companies
Standalone DCF
Analysis
Premiums Paid
Analysis
Precedent
Transactions
$10.0 $12.0 $14.0 $16.0 $18.0 $20.0 $22.0 $24.0 $26.0
5
DCF and Comparable Transactions Most Relevant to the Situation
PRELIMINARY VALUATION SUMMARYStandardValuationCoCValuation
• Based on a preliminary valuation analysis, Green Mountain Capital believes that KATE
is likely valued between 10.0 - 11.0x 2016E EBITDA of $248.8 Million, or approximately
$2,500 - 2750 Million Last Close
(10/11/16)
Expected
Valuation
Range
Source: Green Mountain Capital Estimates, Bloomberg Consensus Estimates

6
Corporate Snapshot
RALPH LAUREN CORPORATION
RL 1 Year share price movements
Overview The Way Forward
• Challenge 1. “ Not enough focus on core brand strength”
• Response: Refocus on and evolve the core that made RL iconic
• Challenge 2. “Operating model driving excess inventory”
• Response: Evolve the operating model
0
20
40
60
80
100
120
140
160
Oct-15 Dec-15 Feb-16 Apr-16 Jun-16 Aug-16
1Q17
Earnings
Released
4Q16
Earnings
Released
Launched
Way
Forward
4Q16
Earnings
Released
• Ralph Lauren designs, markets, and distributes men’s,
women's, and children's apparel, accessories,
fragrances, and home furnishings.
• They operates under three distinct segments 1.
Wholesale 45% sales 2. Retail 53% of sales 3.licensing
2% of sales.
• Announced re-vamp of strategy known as “The Way
Forward” in June 16’ to address brand and
operational issues.

7
Corporate Snapshot
KATE SPADE & COMPANY
KATE 1 Year Share Price Summary Financial Metrics Key Shareholders
Recent Statistics (in millions) % TotalShareholder Type
Key Executives
Craig A. Leavitt
CEO
(55)
• Joined Feb, 2014
• EVP Sales at Diesel
• EVP of Retail Concepts at RL for 16 years
Deborah H Lloyd
Chief Creative Officer
(51)
• CCO Since 2007
• Educated at Royal College of Art
Thomas Linko
Senior VP/CFO
(43)
• Joined Oct, 2015
• SVP Finance at Tommy Hilfiger for 12 years
• MBA at Rider University
Kate Spade & Company is a global
multichannel, lifestyle brand operating
under three segments Kate Spade North
America, Kate Spade International, and
Adelington Design Group.
As of January 2016, Kate Spade had
36,000 employees worldwide.
2016 2017
Revenue 1,385.7 1,530.8
EBITDA 248.1 297.2
EV/EBITDA 9.27 7.73
P/E 26.35 19.25
FMR LLC Institutional 14.14%
Vanguard Group Institutional 7.05%
Wellington Management Institutional 6.94%
Blackrock Institutional 6.86%
Goldman Sachs Group Institutional 6.50%
Harris Associates Institutional 4.92%
Waddell & Reed Institutional 3.47%
Jennison Associates Institutional 3.39%
Oz Management Institutional 3.38%
Prudential Financial Institutional 3.32%
Top 10 Shareholders 59.97%
0
5
10
15
20
25
30
Oct-15 Dec-15 Feb-16 Apr-16 Jun-16 Aug-16
Price 17.8$
Fully Diluted Shares 128.0$
Market Cap 2,273.7$
Cash 297.9$
Debt 401.6$
Enterprise Value 2,361.3$

8
KATE’s Core Products
KATE SPADE BOASTS A DIVERSE PRODUCT LINE
Women’s Men’s Children’s Home
Highlights Recent Transactions
• Acquired 60% interest in KS China Co. Limited
owned by E-Land Fashion China for $36.0
million.
• Received net $19.7 million from The Lane
Crawford Joyce Group for reacquiring businesses
in Hong Kong, Macau, and Taiwan.
• Converted the reacquired businesses in Asia into a
50% owned joint venture with Walton Brown and
received $19.7 M from LCJG for their interests.
• Kate Spade has been executing on their “Axis of Growth”. In 2015 they streamlined
the business model and launched two new category pillars: Children's and Home.
• Topline expansion continued with net sales of $1.2 billion, a 21% increase from 2014
and finished the year with a Adjusted EBITDA of $203M.
• Launched: Kate Spade e-commerce websites in France, Germany, Italy, Spain, & the
Netherlands, a new business model for Jack Spade & new licensing with Beyond Yoga
• Entered global licensing agreement with Fossil Group, Inc. for design, development
and distribution of Kate Spade New York watches through 2025.
• Launched new licensed categories including a yoga collaboration with Beyond Yoga.
Source: KATE Financials, Investor Presentation, Transcripts and Website

9
Company Overview
KATE SPADE REMAINS DOMINANT IN THE INDUSTRY
Brand Contribution & Description
71%
13%
16… Kate Spade North
America
Kate Spade
International
Adelington Design
Group
Company Overview Key Financials
§ Overview: Kate Spade & Company is headquartered in New York
City and operates in the apparel footwear and accessory design space.
KATE has been manufacturing premium products since 1993.
§ Products: Offers luxury consumer goods that span demographics,
genders and geographies. The brand is universally recognized for its
crisp color, graphic prints and playful sophistication.
§ End-Market: At the conclusion of 2015, KATE became a stronger,
refocused company with a retail footprint of nearly $2 billion.
Moving forward, they plan to continue to successfully transform into
a global, multinational lifestyle brand.
Kate Spade North America
Kate Spade International
Adelington Design Group
Recent Performance: Brand posted 10.5% EBITDA improvement,
caused by a decrease in SG&A expense that were partially offset by
reduced gross profits.
Recent Performance:The secondary brand experienced a 20 X EBITDA
growth rate. This improvement can be attributed to opporational
improvements by closing stores and simultaneously decreasing costs.
Recent Performance: KATE's primary brand reported FY 2015
EBITDA growth of 24.2%. This year-over-year increase is reflected by
an increase in gross profit that was partially offset by an increase in
SG&A.
This segment includes: Liz
Claiborne and Monet.
The segment includes: Kate
Spade New York and Jack
Spade
The segment includes: Kate
Spade New York and Jack
Spade
Source: Green Mountain Capital Estimates, Bloomberg Consensus Estimates, KATE Financials, Investor Presentation, Transcripts and Website

10
Summary Financials
Business Segments
HISTORICAL AND PROJECTED FINANCIAL PERFORMANCE
Key Cash Flow & Balance Sheet Items
Fiscal Year ending 01/02/2016Fiscal Year ending 01/02/2016
Gross profits and
EBITDA margins have
expanded with revenue
as we project continued
expenditures in capital
expenditure as the
Company plans to open
15 new company-
owned stores in 2016.
Cash FromOperations 105.6
Cash fromInvesting Activities 19.3
Cash fromFinancing Activities -11.0
Net Changes in Cash 113.8
Source: Bloomberg
Inventories 191.9 Accounts Payable 109.3
Accounts & Notes Receivable 96.9 Total Current Liabilities 267.2
Cash and Cash Equivalents 297.9 Long TermDebt 397.0
Total Current Assets 621.7 Total Liabilities 735.1
Common Stock 176.4
Retained Earnings 1,155.8
Property Plant & Equipment Net 174.0 Total Shareholders Equity 245.2
Total Assets 980.4 Total Liabilities and Equity 980.4
Source: Bloomberg
In Millions of USD except Per Share FY2009 FY2010 FY2011 FY2012 FY2013 FY2014 FY2015 FY2016 Est FY2017 Est
12 Months Ending 01/02/2010 01/01/2011 12/31/2011 12/29/2012 12/28/2013 01/03/2015 01/02/2016 12/31/2016 12/31/2017
Revenue 2,915.92 1,623.24 1,518.72 1,043.40 803.37 1,138.60 1,242.72 1,385.69 1,530.81
Revenue Growth Year over Year (%) (26.83) (44.33) (6.44) (31.30) (23.00) 41.73 9.14 11.50 10.50
Gross Profit 535.40 48.75 53.29 57.42 535.40 734.70 804.00 918.90 1,022.80
EBITDA (158.86) 34.89 (10.28) 6.60 82.00 152.50 203.20 248.80 282.50
Trailing 12M EBITDA Margin (%) (5.45) 2.15 (0.68) 0.63 10.20 13.40 16.40 18.00 18.50
EBIT (318.06) (61.27) (96.25) (52.53) 20.20 33.50 66.40 164.60 189.50
Trailing 12M EBIT Margin (%) (10.91) (3.77) (6.34) (5.03) 2.50 2.90 5.30 11.90 12.40
Net Income (138.00) (88.50) — (36.53) (32.20) 76.70 21.70 76.50 93.40
Capital Expenditures 64.38 56.74 73.65 61.86 65.13 93.61 55.08 70.00 106.00
Source: Bloomberg

11
Analyst Recommendations
Synopsis Commentary
Summary Predictions
Firm View PT
Wunderlich Securities BUY $ 20
Wolfe Research BUY $ 24
Wells Fargo Securities BUY $ 24
Wedbush BUY $ 22
Buckingham Research
Group BUY $ 29
KeyBanc Capital Markets BUY $ 24
Cowen BUY $ 18
Goldman Sachs HOLD $ 18
Telsey Advisory Group BUY $ 23
BMO Capital Markets HOLD $ 17
SunTrust HOLD $ 18
Mizuho Securities USA
Inc BUY $ 22
Nomura BUY $ 23
Imperial Capital LLC BUY $ 40
Median $ 23
Overview
Valuation is
compelling on a
EV/EBITDA Basis
1) the brand is healthy (they continue to outperform peers and gain
share), 2) top-line continues to outperform (we see 9-10% comps in 2H
as reasonable), 3) margins should continue to move higher (12.5% EBIT
margins remains 6-8 points below accessory peers) and 4) we believe
valuation is extremely compelling here (just 7.0x EV/EBITDA on 2017
numbers – including benefit of NPV of $739 million NOL balance
Wells Fargo, September 26, 2016 (Rating BUY, PT=$24)
Renewed
monobrand strategy
will lead growth
In early August, the shares sold off sharply after mixed Q2 results --
including a sharply lower growth of 4% in direct-to-consumer (DTC)
comparable sales -- as KATE sharply reduced its full-year financial
targets. Still, after a 2015 strategic transition -- upon which the company
shifted to a monobrand focus on Kate Spade New York --we see
potential medium- to longer-term upside to a renewed strategic focus on
product category and geographic expansion under four key category
pillars, namely: women's, men's, children's and home.
S&P Capital IQ, October 1, 2016 (Rating BUY, PT=$20)
Strong full price
demand is driving
comp sales
Commentary on the call suggests Kate is already seeing at least the low
end of the 300-700bp of guided comp improvement from 2Q’s +4%.
While the environment is difficult, strong full price demand for Kate’s
product indicates the brand remains healthy, which is rare in the current
environment. We reiterate our Buy rating
BofA Merrill lynch, August 3, 2016 (Rating BUY, PT=$21)
Despite Q2 headwinds, analysts
continue to see upside with a median
price target of $23.00 or ~28%.
RESEARCH ANALYST PERSPECTIVES
Source: Bloomberg Consensus Estimates

12
Board of Directors
OWNERSHIP AND BOARD OF DIRECTORS
Kate Spade’s top 10 shareholders
are all institutional investors. This
group represents a 59.97%
ownership stake in the company.
Insider investors only represent
0.44% ownership of the Kate
Spade.
Ownership Type
Top 20 Institutional Ownership
Shareholder Type % Total
Institutional
89.6%
Retail &
Other
10.0%
Insider
0.4%
FMR LLC Institutional 14.14%
Vanguard Group Institutional 7.05%
Wellington Management Institutional 6.94%
Blackrock Institutional 6.86%
Goldman Sachs Group Institutional 6.50%
Harris Associates Institutional 4.92%
Waddell & Reed Institutional 3.47%
Jennison Associates Institutional 3.39%
Oz Management Institutional 3.38%
Prudential Financial Institutional 3.32%
State Street Institutional 2.58%
Ci Investments Inc Institutional 2.45%
Scopus Asset Management Institutional 2.34%
Tiaa-Cref Institutional 2.26%
Samlyn Capital LLC Institutional 2.22%
Columbus Circle Investors Institutional 2.06%
BNY Mellon Institutional 2.06%
Fisher Asset Management Institutional 1.71%
Hartford Financial Institutional 1.67%
Melvin Capital Management Institutional 1.60%
Nancy J Karch ▪ Director of Emeritus
Chairman (68) McKinsey & Co.
Lawrence S. Benjamin ▪ MD of Capwell
Director (60) Partners
Raul J. Fernandez ▪ Chairman of
Director (49) Object Video
Carsten Fischer ▪ Former COO
Director (54) of Shiseido
Kenneth B. Gilman ▪ Former CEO of Asbury
Director (70) Automotive Group
Kenneth P. Kopelman ▪ Partner Kramer Levin
Director (64) Naftalis & Frankel LLP
Craig A. Leavitt ▪ Chief Executive Officer
Director (55) of Kate Spade
Deborah Lloyd ▪ Chief Creative Officer
Director (51) of Kate Spade
Douglas Mack ▪ Chief Financial Officer
Director (47) of Fantics Inc.
Jan Singer ▪ Chief Financial Officer
Director (52) of Spanx Inc.
Doreen A. Toben ▪ Former VP of Verizon
Director (66) Communications
Source: Bloomberg

13
Industry Dynamics
STRONG SSS DRIVE KATE DOMESTICALLY
Prices in the women’s handbag
industry, Kate Spade’s anchor product,
continue to rise driving top line growth
for the firm.
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
KATE COH LB PVH TIF RL BURBY LULU KORS VNCE
-10
-5
0
5
10
15
KATE LB TIF RL BURBY LULU KORS VNCE
95
100
105
110
115
120
125
Jun-06 Jun-08 Jun-10 Jun-12 Jun-14 Jun-16
Womens Handbag
2016 Percentage of International Sales2016 Same Store Sales
PPI Index: Women’s Handbag and Purses
Kate’s percentage of international sales
currently trails behind its peer, but they
are looking to grow in Latin America,
China, Japan, and India.
Note: PPI Index - average change in prices received by domestic producers for their output

14
Current Price Statistics 18 Month Share Price Performance
ABSOLUTE SHARE PRICE PERFORMANCE
5 Year Share Price Performance
3
10
17
24
31
38
45
$12.00
$17.00
$22.00
$27.00
$32.00
$37.00
Apr-15 Jun-15 Aug-15 Oct-15 Dec-15 Feb-16 Apr-16 Jun-16 Aug-16 Oct-16
18% drop due
to lack of
demand for
novelty items
and drop in
full year
guidance.
Kate Spade’s 4Q
profit exceeded
expectations as EPS
increased 33% over a
two year period.
Price % Change
Current Price $17.76
All-Time High $40.45 -126.36%
52 Week High $26.46 -48.07%
52 Week Low $15.10 15.50%
1 Month Avg. $18.29 -2.37%
3 Month Avg. $19.31 -8.03%
6 Month Avg. $21.00 -17.54%
Source: Bloomberg

15
RELATIVE SHARE PRICE PERFORMANCE
Kate Spade dropped
18% on August 3 due to
merchandising issues and
a reduction in full year
guidance.
One-Year Relative Price Performance
Three-Year Relative Price Performance
40.0%
60.0%
80.0%
100.0%
120.0%
140.0%
160.0%
180.0%
Oct-13 Apr-14 Oct-14 Apr-15 Oct-15 Apr-16 Oct-16
60.0%
70.0%
80.0%
90.0%
100.0%
110.0%
120.0%
130.0%
Oct-15 Dec-15 Feb-16 Apr-16 Jun-16 Aug-16 Oct-16
Kate Spade & Co S&P 500 RL Peer Index
Same store sales,
including e-commerce
grew 4%, falling short of
13.2% FactSet consensus.
Kate Spade dropped 25%
in mid-August 2014 as
sales decreased to single
digits from a high of 30%
in 2Q 2014.
Source: Bloomberg

16
FORWARD LOOKING VALUATION MULTIPLES
EV / EBITDA – 3 Years
Price / NTM Earnings – 2 Years
Time Period KATE RL PEER
2014 Avg 29.6 x 10.6 x 14.9 x
2015 Avg 15.5 x 11.5 x 12.2 x
2016 Avg 10.6 x 9.3 x 10.9 x
EV/EBITDA
Average Multiples
As EBITDA increased
the multiple is lowered
which is in line with RL
and Peers
As stock price has slowly
decreased from a high in
2Q 2015, earnings have
increased to lower the
P/E ratio
Time Period KATE RL PEER
2014 Avg 98.5 x 20.9 x 32.4 x
2015 Avg 44.3 x 23.7 x 24.5 x
2016 Avg 28.5 x 20.6 x 21.4 x
Price/Earnings
10.0 x
30.0 x
50.0 x
70.0 x
90.0 x
110.0 x
130.0 x
150.0 x
Q1
2014
Q2
2014
Q3
2014
Q4
2014
Q1
2015
Q2
2015
Q3
2015
Q4
2015
Q1
2016
Q2
2016
Q3
2016
Est
Q4
2016
Est
Kate RL Peer Index
5.0 x
10.0 x
15.0 x
20.0 x
25.0 x
30.0 x
35.0 x
Q1 2014Q2 2014Q3 2014Q4 2014Q1 2015Q2 2015Q3 2015Q4 2015Q1 2016Q2 2016Q3 2016
Est
Q4 2016
Est
Kate RL Peer Index
Source: Bloomberg

17
Trading Statistics
COMPARABLE COMPANY SHEET
LT EPS Growth 5 year
2015 2016E 2015 2016E 2015 2016E (%)
Lululemon Athletica Inc 7,824.0 57.1$ 12.7 7,288.7 17.3 x 12.8 x 30.4 x 22.6 x 1.9 x 2.5 x 9.5
Vince Holding Corp 268.3 5.4$ 2.6 299.8 17.0 x 9.2 x 47.7 x 28.1 x 0.1 x 0.2 x -
Kate Spade & Co 2,272.5 17.8$ 5.8 2,361.0 11.7 x 9.5 x 20.5 x 19.8 x 0.9 x 0.9 x -
PVH Corp 8,999.3 112.2$ 7.4 11,635.3 10.2 x 10.2 x 15.5 x 15.0 x 7.3 x 7.5 x -
Coach Inc 10,220.2 36.5$ 12.3 9,777.0 9.9 x 8.4 x 18.5 x 15.1 x 2.0 x 2.4 x 97.9
Tiffany & Co 9,207.0 73.7$ 12.0 9,595.8 9.6 x 9.6 x 20.2 x 18.6 x 3.7 x 4.0 x 4.4
Burberry Group PLC 8,257.3 18.7$ 13.4 7,387.4 9.5 x 10.7 x 23.8 x 20.3 x - 0.8 x 9.5
L Brands Inc 20,375.5 71.3$ 9.7 24,822.5 9.2 x 9.1 x 17.9 x 17.4 x 4.1 x 4.1 x 5.7
Ralph Lauren Corp 8,401.1 102.1$ 6.8 8,303.1 8.1 x 8.3 x 18.5 x 17.3 x 5.5 x 5.9 x -
Michael Kors Holdings 7,766.1 46.0$ 18.0 7,680.7 5.8 x 6.4 x 10.2 x 9.5 x 4.6 x 4.8 x 57.7
Mean 8,359.1 54.1$ 10.1 8,915.1 10.8 x 9.4 x 22.3 x 18.4 x 3.3 x 3.3 x 30.8
Median 8,329.2 51.5$ 10.9 7,991.9 9.8 x 9.3 x 19.4 x 18.0 x 3.7 x 3.2 x 9.5
EV/EBITDA Price/Earnings EPSCompany Name Mkt Cap (M) Price Profit Margin Currency Adj. EV

18
Trading Graphs
Operating Metrics
COMPARABLE COMPANY METRICS
Trading Metrics
15.2 x
18.7 x
9.7 x
10.9 x
9.0 x
9.9 x
10.4 x
9.5 x
8.8 x
6.6 x
13.3 x
9.5 x
8.1 x
10.2 x
8.5 x
9.4 x
9.8 x
9.0 x
8.2 x
6.6 x
0.0 x
2.0 x
4.0 x
6.0 x
8.0 x
10.0 x
12.0 x
14.0 x
16.0 x
18.0 x
20.0 x
Lululemon
Athletica
Inc
Vince
Holding
Corp
Kate
Spade &
Co
PVH Corp Coach Inc Tiffany &
Co
Burberry
Group PLC
L Brands
Inc
Ralph
Lauren
Corp
Michael
Kors
Holdings
EV/EBITDA
2017E 2018E
28.0 x
29.6 x
27.7 x
16.7 x
17.1 x
19.7 x
20.1 x
18.5 x
18.5 x
10.4 x
23.5 x
29.4 x
20.1 x
14.9 x
15.2 x
18.3 x
18.7 x
17.2 x
17.1 x
9.8 x
0.0 x
5.0 x
10.0 x
15.0 x
20.0 x
25.0 x
30.0 x
35.0 x
Lululemon
Athletica
Inc
Vince
Holding
Corp
Kate Spade
& Co
Co
Burberry
Group PLC
L Brands
Inc
Ralph
Lauren
Corp
Michael
Kors
Holdings
Price to Earnings
2017E 2018E
12.6%
0.5%
6.1%
6.6%
13.2%
11.5%
11.5%
8.9%
6.8%
16.9%
13.2%
2.9%
7.6%
7.1%
14.1%
11.8%
11.8%
9.0%
7.3%
16.6%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
18.0%
Lululemon
Athletica
Inc
Vince
Holding
Corp
Kate Spade
& Co
Co
Burberry
Group PLC
L Brands
Inc
Ralph
Lauren
Corp
Michael
Kors
Holdings
Profit Margin
2017E 2018E
14.0%
-11.4%
14.0%
2.3%
2.9%
-2.9%
6.1%
3.2%
-10.2%
-1.3%
12.0%
9.2%
10.5%
3.9%
5.0%
3.4%
4.6%
3.6%
-1.0%
1.9%
-13.0%
-8.0%
-3.0%
2.0%
7.0%
12.0%
Lululemon
Athletica
Inc
Vince
Holding
Corp
Kate
Spade &
Co
Co
Burberry
Group PLC
L Brands
Inc
Ralph
Lauren
Corp
Michael
Kors
Holdings
Revenue Growth
2017E 2018E

19
Green Mountain Capital
COMPARABLE COMPANY ANALYSIS
Low - High Low - High
EV / 2016 EBITDA 248.8 9.0X - 10.8X 2,239$ - 2,488$
19 - 19
2,221 - 2,470
17.35$ - 19.29$
EV / 2017 EBITDA 282.50 8.4X - 10.5X 2,373 - 2,825
19 - 19
2,355 - 2,807
18.39$ - 21.93$
Low - High Low - High
Price / 2016 Net Income 91.00 17.0X - 24.4X 1,547 - 2,220
12.09$ - 17.35$
Price / 2017 Net Income 111.60 15.2X - 21.6X 1,674 - 2,344
13.08$ - 18.31$
Finalized comparable companies valuation range 18.00$ - 20.00$
Premium / (Discount) to current 1.4% - 12.6%
EV / EBITDA
Implied equity valuation range:
Implied equity valuation range:
Valuation methodology
FY
Net Income
Multiple range Implied Valuation range
Valuation methodology
FY
EBITDA
Implied Share Price:
PRICE / EARNINGS
Implied Valuation range
Less Net Debt:
Less Net Debt:
Multiple range
Our selected
multiple ranges
indicate that
KATE should
be valued
between $18.00
and $20.00

20
Recent Market Perspectives
Firm Selected Commentary
RECENT ANALYST VALUATIONS
October 8, 2016 We cut our 12-month target price by $8 to $20 (prior story said $28), on premium '16
price-to-sales of 1.8X vs. peers, with over $700 million of NOLs. Noting KATE's unexpectedly sharp
downward guidance revisions (citing "tourist headwinds"), we reduce "16 and '17 EPS estimates by $0.09
and $0.10 to $0.68 and $0.96. Q2 EPS of $0.11 (before $0.09 tax charge) vs. $0.08, was $0.04 shy of our
Capital IQ consensus. Net sales rose 14% (up 17% pro forma) on notable gains in the core North America
and international segments. Adjusted EBIT rose 35% as margins widened 150 basis points.
August 3, 2016: “We have confidence in Kate's ability to sustain outsized comps even with a less
promotional strategy. Based on our handbag survey results, we think Kate can offset fewer markdown sales
with greater full price sell-through, and continue to post comp and earnings beats. We are forecasting 28%
three-year earnings growth CAGR and do not think that the current share price factors in this growth.”

21
Description of Valuation Methodology
Comparable Companies Analysis
ILLUSTRATIVE VALUATION ANALYSES
Discounted Cash Flows Analysis
Comparable Transaction Analysis
LBO Analysis
• Green Mountain Capital identified comparable companies to
KATE and analyzed their trading values relative to KATE’s
own trading multiples and applied such multiples to calculate a
valuation of the Company
• Green Mountain Capital determined the Present Value of the
projected after-tax unlevered cash flows – the inherent value of
KATE
• Green Mountain Capital reviewed a range of retail transactions
and applied their multiples to derive a change-of-control
valuation of the company
• Green Mountain Capital considered valuation from a sponsor’s
perspective by preforming an LBO analysis on KATE with
current market assumptions
Green Mountain Capital utilized a
number of standard methodologies
to value KATE supplemented by a
review of various equity research
analysts’ views
We believe that our Discounted
Cash Flow and Comparable
Transaction Analyses are the most
relevant methodologies in this
situation
Overview

Range of Analyst Price Targets:
2016E EBITDA Multiple: 8.2x- 10.2x
2016E EBITDA: $249m
2016E Earnings: 17.9x- 19.9x
2016E Net Income: $91m
WACC: 10.5%
Exit EBITDA Multiple: 8.2x- 10.2x
Valutation Date: 12/31/2016
Premiumto Current Price: 10.0% - 30.0%
LTM EBITDA Multiple: 10.4x- 12.4x
LTM EBITDA: $249m
IRR Target: 15.0% - 17.5%
Terminal EBITDA Multiple: 9.2x
Leverage EBITDA Multiple: 6.5x
LBO
Analyst Price Targets
Comparable
Companies
Standalone DCF
Analysis
Premiums Paid
Analysis
Precedent
Transactions
$10.0 $12.0 $14.0 $16.0 $18.0 $20.0 $22.0 $24.0 $26.0
22
DCF and Comparable Transactions Most Relevant to the Situation
PRELIMINARY VALUATION SUMMARYStandardValuationCoCValuation
• Based on a preliminary valuation analysis, Green Mountain Capital believes that KATE
is likely valued between 10.0 - 11.0x 2016E EBITDA of $248.8 Million, or approximately
$2,500 - 2750 Million Last Close
(10/11/16)
Expected
Valuation
Range

23
ANALYSIS AT VARIOUS PRICES
The biggest takeaway from the
valuation analyses is that KATE
is trading lower than most
valuation methods that do not
include synergies
• KATE’s current share price of $17.76 makes it an attractive target at most
premiums
Valuation Matrix
Average of
Comparable Range
Average of
Precedents Range
EV / Revenue EV / EBITDA Price to Earnings
2016E 2017E 2016E 2017E 2016E 2017E
Statistic: $1,386 $1,531 $249 $283 $91 $112
$12.43 (30.0%) $1,594 $1,593 1.15x 1.04x 6.40x 5.64x 17.51x 14.28x
$13.32 (25.0%) $1,708 $1,707 1.23x 1.12x 6.86x 6.04x 18.76x 15.30x
$14.21 (20.0%) $1,822 $1,821 1.31x 1.19x 7.32x 6.45x 20.02x 16.32x
$15.10 (15.0%) $1,936 $1,935 1.40x 1.26x 7.78x 6.85x 21.27x 17.34x
$15.91 (10.4%) $2,040 $2,040 1.47x 1.33x 8.20x 7.22x 22.41x 18.27x
$16.87 (5.0%) $2,163 $2,163 1.56x 1.41x 8.69x 7.66x 23.77x 19.38x
$17.76 – $2,277 $2,277 1.64x 1.49x 9.15x 8.06x 25.02x 20.40x
$18.65 5.0% $2,391 $2,390 1.72x 1.56x 9.61x 8.46x 26.27x 21.42x
$19.79 11.4% $2,537 $2,538 1.83x 1.66x 10.20x 8.98x 27.88x 22.73x
$20.18 13.6% $2,587 $2,588 1.87x 1.69x 10.40x 9.16x 28.42x 23.18x
$20.42 15.0% $2,619 $2,618 1.89x 1.71x 10.52x 9.27x 28.77x 23.46x
$21.31 20.0% $2,733 $2,732 1.97x 1.78x 10.98x 9.67x 30.02x 24.48x
$22.20 25.0% $2,847 $2,846 2.05x 1.86x 11.44x 10.07x 31.27x 25.50x
$23.09 30.0% $2,960 $2,960 2.14x 1.93x 11.90x 10.48x 32.53x 26.52x
$24.06 35.5% $3,085 $3,085 2.23x 2.02x 12.40x 10.92x 33.89x 27.64x
Current Price
Share Price
Premium to
Current
Equity Value
Enterprise
Value

24
Exit Multiple Method - No Synergies
DISCOUNTED CASH FLOWS ANALYSIS
Our DCF indicates that KATE is
underpriced at present levels
based on our implied equity value
• WACC: 10.5%
• Terminal EBITDA multiple: 9.1x
• Tax Rate: 40%
• 2016E through 2018P are based
on BB consensus estimates
• 2019P through 2021P are based
on Green Mountain Capitals
estimates
• Valuation date: 12/31/16
Assumptions
Implied Enterprise Value: $2,559.1 Million
(CY12/31/16) 4 Quarters Fiscal Years Ending December 31,
($ in millions, except share price) Ending Year 2 Year 3 Year 4 Year 5 Terminal
12/31/17 2018 2019 2020 2021 Value
Revenue $1,531.1 $1,701.1 $1,769.1 $1,839.9 $1,913.5
% Revenue Growth 10.5% 11.1% 4.0% 4.0% 4.0%
Gross Profit 1,022.8 1,144.8 1,190.6 1,238.2 1,287.8
Gross Profit Margin 66.8% 67.3% 67.3% 67.3% 67.3%
EBITDA 282.5 322.4 335.3 348.7 362.6
% Margin 18.5% 19.0% 19.0% 19.0% 19.0%
D&A (103.9) (110.7) (113.4) (116.3) (119.2)
SBC (31.5) (35.0) (36.4) (37.8) (39.4)
EBIT $147.2 $176.7 $185.5 $194.6 $204.0
Taxes at 40.0% (42.1) (50.5) (53.1) (55.7) (58.4)
NOPAT $105.1 $126.1 $132.4 $138.9 $145.7
Plus: D&A 103.9 110.7 113.4 116.3 119.2
Plus: SBC 31.5 35.0 36.4 37.8 39.4
Less: CAPEX (106.0) (117.7) (122.4) (127.3) (132.4)
Less: (Increase) Decrease in NWC (9.9) (9.6) (3.6) (3.7) (3.9)
Unlevered Free Cash Flow $124.5 $144.5 $156.2 $162.0 $168.0 $3,643.9
% Growth na 16.0% 8.1% 3.7% 3.7%
Present Value of Unlevered Free Cash Flow $112.7 $118.4 $115.8 $108.6 $102.0 $2,001.7
Sumof NPVCash Flows $557.4 ImpliedEquity Value Per Share
NPVof Terminal Value $2,001.7 Exit Multiple
Implied Enterprise Value $2,559.1 8.2x 8.7x 9.2x 9.7x 10.2x
Less: Net Debt $0.7 9.5% $19.25 $20.10 $20.96 $21.81 $22.66
Less: Minority Interest – 10.0% $18.79 $19.62 $20.45 $21.28 $22.11
Less: Preferred Equity – 10.5% $18.35 $19.16 $19.96 $20.77 $21.58
Implied Equity Value $2,559.8 11.0% $17.92 $18.70 $19.49 $20.28 $21.06
11.5% $17.50 $18.26 $19.03 $19.79 $20.56
Implied Share Price $19.96
Share Price as of 10/12/2016 $17.76 ImpliedPremium (Discount)
Premium(Discount) to 10/12/2016 12.4% Exit Multiple
8.2x 8.7x 9.2x 9.7x 10.2x
EV / 2016EEBITDA 10.3x 9.5% 8.4% 13.2% 18.0% 22.8% 27.6%
EV / 2017P EBITDA 9.1x 10.0% 5.8% 10.5% 15.2% 19.8% 24.5%
10.5% 3.3% 7.9% 12.4% 17.0% 21.5%
EV / 2016ERevenue 1.8x 11.0% 0.9% 5.3% 9.7% 14.2% 18.6%
EV / 2017P Revenue 1.7x 11.5% (1.5%) 2.8% 7.1% 11.5% 15.8%
Discount
Rate
Discount
Rate

25
Kate Spade LBO – 15% Required IRR
Transaction Summary Sources & Uses
Transaction Assumptions Scenario Sensitivities
PRELIMINARY LBO ANALYSIS
Transaction Close:
Enterprise Value:
2016E EBITDA Multiple:
2016E EBITDA:
• Assumes transaction closes 12/31/16
• Financing Fees:
• Revolver 1.5%
• Term Loan: 1.5%
• 1% Amortization over 7 Years
• Total Leverage of 6.5x EBITDA
• $1,600.0 Million Term Loan B priced at L + 700bps
• $300.0 Million undrawn revolver priced at L + 250bps
• $1,000 Million in Sponsor Equity
• Assumes 10.0% Management Options
• Tax Rate of 40.0%
12/31/16
$2,500.0 Million
9.1x
$248.8 Million
($ in Millions)
Sources Uses
Excess cash $240.0 Equity purchase price $2,482.2
Termloan - B $1,617.3 Refinance debt $289.3
Sponsor equity $960.0 Prepayment penalties $6.3
TaxRefund $30.5 Financing fees $28.8
Transaction costs $41.2
Total Sources $2,847.8 $2,847.8
ImpliedEquity Value Per Share
Terminal Multiple
8.2x 8.7x 9.2x 9.7x 10.2x
7.0% 10.5% 13.5% 16.4% 19.0% 21.5%
8.0% 9.8% 12.8% 15.6% 18.3% 20.7%
9.0% 9.2% 12.2% 15.0% 17.6% 20.0%
10.0% 8.5% 11.5% 14.3% 16.9% 19.3%
11.0% 7.9% 10.9% 13.6% 16.2% 18.6%
Premium
Paid
ImpliedPremium (Discount)
Terminal Multiple
8.2x 8.7x 9.2x 9.7x 10.2x
5.5x 8.0% 10.5% 12.9% 15.1% 17.1%
6.0x 8.5% 11.3% 13.8% 16.2% 18.4%
6.5x 9.2% 12.2% 15.0% 17.6% 20.0%
7.0x 10.0% 13.3% 16.4% 19.3% 21.9%
7.5x 11.0% 14.8% 18.3% 21.5% 24.4%
Total
Leverage

26
Trading Statistics
SELECTED COMPARABLE TRANSACTIONS
Ann Inc / Ascena Retail Group is the most relevant transaction due to the fact that it
is the most recent and shares many characteristics ( Premium & EV/EBITDA.
Duration (days) Payment type Nature of Bid
5/18/2015 Ann Inc Ascena Retail Group 2006.31 0.8 x 7.2 x 27.5 x 23.6% 98 Cash & Stock Friendly
12/19/2013 Jones Group Inc Sycamore Partners 2199.05 0.5 x 15.1 x 12.1 x 7.0% 111 Cash Friendly
7/24/2013 Maidenform Brands LLC Hanesbrands Inc 571.94 0.9 x 7.0 x 13.0 x 29.3% 75 Cash Friendly
5/10/2013 True Religion Apparel Inc TowerBrook Capital Partners 635.13 1.5 x 7.0 x 17.5 x 17.0% 82 Cash Friendly
10/31/2012 Warnaco PVH Corp 2823.82 1.2 x 10.5 x 18.0 x 33.6% 106 Cash & Stock Friendly
5/2/2011 Volcom LLC Kering 511.92 1.1 x 7.5 x 30.9 x 30.9% 53 Cash Friendly
8/24/2009 Charlotte Russe Holding Inc Advent International Corp 304.46 0.3 x 5.8 x 24.0 x 20.1% 51 Cash Friendly
9/19/2007 Kellwood Co Sun Capital Partners 926.05 0.4 x 6.4 x 26.0 x 13.3% 154 Cash Hostile
4/3/2006 Mossimo Inc Iconix Brand Group 103 2.5 x 36.0 x 19.3 x 23.6% 212 Cash & Stock Friendly
Mean 1,120.2$ 1.0 x 11.4 x 20.9 x 22% 104.7
Median 635.1$ 0.9 x 7.2 x 19.3 x 24% 98.0
Date Announced
Deal Information
Target Acquiror Transaction EV EV/LTM Revenue EV/LTM EBITDA LTM P/E Share Price Premium

27
Distribution of Premiums Paid
PREMIUMS PAID DATA
13.8%
4.3% 5.0%
19.0%
21.7%
25.0%
22.4%
30.4%
25.0%
18.3%
17.4%
20.0%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
0-10% 10.01-20% 20.01-30%
0-10% 10.01-20% 20.01-30% 30.01-40%
All Transactions Strategic AcquirersApparel Industry
• $1 billion to $5 billion
in transaction value
• North America Target
• Transaction announced
in the last 5 years
• Closed M&A deals only
• Target Industry:
Apparel and Design
• Transaction value over
$100 million
• Excludes Private Equity
Firms
in the last 10 years
• Target Industry:
Apparel and Design
• Transaction value over
$100 million
in the last 5 years
The industry overall seems to
have higher premiums on
average than typical larger
transactions do.
By excluding financial acquirers
from our second data inquiry,
we note that 50% of strategic
acquisitions paid premiums
between 10% and 30%.
The premiums that we selected
from comparable transactions
suggest premiums of
approximately 25%.
From our research, we believe
that a premium for this deal
would need to range between
20% and 25%.
Stock Price Premium Premium Price
Day $17.76 25.00% $22.20
Week $17.98 25.00% $22.48
Month $18.11 25.00% $22.64

28
Side by Side Comparison
RL / KATE KEY STATISTICS
• KATE trades at higher multiples than RL, implying greater growth potential, as
well as a possible accretive transaction
($ in Millions, except per share items) Ralph Kate Illustrative KATEPro-Forma
Lauren Spade Combination Combination
Share Price as of 10/11/16 $102.33 $17.76 N.M.
Discount to 52-week High $137.38 $26.46 N.M.
Market Capitalization $8,418 $2,274 $10,691 21.3%
Enterprise Value $8,320 $2,361 $10,681 22.1%
2016ERevenue $8,013 $1,386 $9,399 14.7%
2016EEBITDA $1,255 $249 $1,504 16.5%
2016ENet Income $643 $91 $734 12.4%
2016ECash Flow $880 $194 $1,073 18.0%
2016EEV / Revenue 1.04x 1.70x 1.14x
2016EEV / EBITDA 6.63x 9.49x 7.10x
2016EP /E 13.08x 24.98x 14.56x
LT EPS Growth Rate 5.3% 7.0% N.M.
Market
Summary
Financial
Summary
Valuation
Statistics

29
KATE 2 Year Stock Performance
RELATIVE EXCHANGE RATIO
Exchange Ratio Snapshots
RL 2 Year Stock Performance
$13
$18
$23
$28
$33
$38
Oct-14 Feb-15 Jun-15 Oct-15 Feb-16 Jun-16 Oct-16
$75
$95
$115
$135
$155
$175
$195
Relative Exchange Rate Over 2 Years
0.14
0.18
0.22
0.26
0.30
The ratio between KATE
and RL appears to be
cyclical because of large
spikes occurring in Spring
of 2015 and 2016.
As a result of its cyclicality,
this ratio has returned to a
similar level as October 14.
Time Horizon Exchange Ratio
Current 0.173556142
YTD 0.21255607
1 Year Average 0.201408908
2 Year Average 0.196510518

30
RL / KATE Illustrative Acquisition Analysis
ACCRETION / DILUTION ANALYSIS
($ in Millions, except per share data) Current Analysis at Various Prices (% Premium to Current)
Price 10.0% 20.0% 25.0% 30.0% 40.0%
Transaction Price Per Share $102.33 $19.54 $21.31 $22.20 $23.09 $23.98
Consideration
Consideration in Stock – – – – –
Consideration in Cash $319.0 $546.8 $565.0 $565.0 $565.0
Consideration in Debt $2,600.0 $2,600.0 $2,695.6 $2,809.5 $2,923.4
2017 EPS Impact
Acquiror Net Income $699.9 $699.9 $699.9 $699.9 $699.9
Plus: Target Net Income $111.6 $111.6 $111.6 $111.6 $111.6
NEWCO Net Income $811.5 $811.5 $811.5 $811.5 $811.5
Pro Forma NEWCO Net Income $694.4 $690.6 $687.9 $685.0 $682.1
Acquiror Diluted Shares Outstanding 85.900 85.900 85.900 85.900 85.900
Shares Issued – – – – –
Pro Forma Shares Outstanding 85.900 85.900 85.900 85.900 85.900
Pre-Deal Diluted EPS $8.15 $8.15 $8.15 $8.15 $8.15
Pro-Forma Diluted EPS $8.08 $8.04 $8.01 $7.97 $7.94
2017EAccretion / (Dilution) ($) ($0.06) ($0.11) ($0.14) ($0.17) ($0.21)
2017EAccretion / (Dilution) (% ) (0.8%) (1.3%) (1.7%) (2.1%) (2.5%)
2018P Accretion / (Dilution) ($) $0.69 $0.62 $0.58 $0.55 $0.52
2018P Accretion / (Dilution) (% ) 7.9% 7.1% 6.7% 6.3% 5.9%
• The transaction, valuing KATE at ~$2,850 Million, is dilutive in the first year
due to one-time restructuring charges, but accretive thereafter
• Transaction close: 12/31/16
• No Synergies
• Purchase Price of $22.20 per
Share or ~11.4x 2016E
EBITDA
• 100% Cash Consideration
• Funded with $2,600.0 Million
TLA priced at L + 250bps
• $500.0 Million Revolver
priced at L + 87.5bps
• Minimum Pro-Forma Cash
Balance of $175.0 Million
• Cash Tax Rate of 28.6%
• $200.0 Million Restructuring
charge (25% realized at
close, 50% in 2017P, 25% in
2018P)
Assumptions
Note: Does not include 3% Revenue dis-synergies

31
Cost & Revenue Synergies (Dis-synergies) Applied
ACCRETION / DILUTION SENSITIVITY ANALYSIS
2017P Pro-Forma GAAP EPS
Accretion / (dilution) (%)
Assumptions
• Assumes 20.0% SG&A synergies
are applied to KATE’s 2016E
SG&A
• Aggregate savings of 148.1
Million in 2017P
• RL Pro-Forma Revenue
experiences a range of dis-
synergies due to cannibalization
of sales
Assumptions
• When assuming a minimum of 10.0% SG&A synergies, the transaction is
accretive at any likely premium RL will pay
• When assuming 20.0% SG&A synergies, as well as a range of revenue dis-
synergies, the transaction is dilutive in most premiums paid scenarios
• Assumes SG&A synergies are
applied to KATE’s 2016E SG&A
• RL Pro-Forma Revenue
experiences dis-synergies of -3%
Premium Paid
10.0% 20.0% 25.0% 30.0% 40.0%
10.0% $8.70 $8.65 $8.62 $8.59 $8.52
15.0% $9.01 $8.96 $8.93 $8.90 $8.83
20.0% $9.31 $9.27 $9.24 $9.20 $9.14
25.0% $9.62 $9.58 $9.55 $9.51 $9.44
30.0% $9.93 $9.89 $9.85 $9.82 $9.75
SG&ASynergies
(%)
Premium Paid
10.0% 20.0% 25.0% 30.0% 40.0%
(5.0%) (37.2%) (37.8%) (38.1%) (38.6%) (39.4%)
(4.0%) (26.9%) (27.5%) (27.8%) (28.3%) (29.1%)
(3.0%) (16.6%) (17.1%) (17.5%) (17.9%) (18.8%)
(2.0%) (6.3%) (6.8%) (7.2%) (7.6%) (8.5%)
(1.0%) 4.0% 3.5% 3.1% 2.7% 1.8%
Revenue
Dis-synergy(%)

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