Shareholders' Equity

9 Months Ended

Dec. 25, 2021

Shareholders’ Equity

Share Repurchase Program

During the first quarter of Fiscal 2022, the Company reinstated its $500 million share repurchase program, which was previously suspended during the first quarter of Fiscal 2021 in response to the impact of the COVID-19 pandemic and the provisions of the Second Amendment of the 2018 Credit Facility. Subsequently, on November 3, 2021, the Company announced that its Board of Directors had terminated the Company’s existing $500 million share repurchase program (the “Prior Plan”), which had $250 million of availability remaining at the time, and authorized a new share repurchase program (the “Fiscal 2022 Plan”) pursuant to which the Company may, from time to time, repurchase up to $1.0 billion of its outstanding ordinary shares within a period of two years from the effective date of the program.

During the nine months ended December 25, 2021, the Company purchased 5,934,244 shares for a total cost of approximately $350 million including commissions, through open market transactions, with 2,712,275 shares purchased for a total cost of $150 million including commissions under the Prior Plan and 3,221,969 shares purchased for a total cost of $200 million including commissions under the Fiscal 2022 Plan. As of December 25, 2021, the remaining availability under the Company’s share repurchase program was $800 million.

During the nine months ended December 26, 2020, the Company did not purchase any shares through open market transaction as the Company’s share repurchase plan was suspended at that time.

Share repurchases may be made in open market or privately negotiated transactions, subject to market conditions, applicable legal requirements, trading transactions under the Company’s insider trading policy and other relevant factors. The program may be suspended or discontinued at any time.

The Company also has in place a “withhold to cover” repurchase program, which allows the Company to withhold ordinary shares from certain executive officers and directors to satisfy minimum tax withholding obligations relating to the vesting of their restricted share awards. During the nine month periods ended December 25, 2021 and December 26, 2020, the Company withheld 193,322 shares and 48,147 shares, respectively, with a fair value of $10 million and $1 million, respectively, in satisfaction of minimum tax withholding obligations relating to the vesting of restricted share awards.

Accumulated Other Comprehensive Income

The following table details changes in the components of accumulated other comprehensive income (“AOCI”), net of taxes, for the nine months ended December 25, 2021 and December 26, 2020, respectively (in millions):


	Foreign Currency Adjustments (1)		Net (Losses) Gains on Derivatives (2)		Other Comprehensive Income Attributable to Capri
Balance at March 27, 2021	$	57	$	(1)	$	56
Other comprehensive income before reclassifications	148		7		155
Less: amounts reclassified from AOCI to earnings	—		(2)		(2)
Other comprehensive income, net of tax	148		9		157
Balance at December 25, 2021	$	205	$	8	$	213

Balance at March 28, 2020	$	72	$	3	$	75
Other comprehensive income (loss) before reclassifications	26		(7)		19
Less: amounts reclassified from AOCI to earnings	—		3		3
Other comprehensive income (loss), net of tax	26		(10)		16
Balance at December 26, 2020	$	98	$	(7)	$	91

(1)Foreign currency translation adjustments for the nine months ended December 25, 2021 primarily include a $249 million gain, net of taxes of $78 million, relating to the Company’s net investment hedges, and a net $102 million translation loss. Foreign currency translation adjustments for the nine months ended December 26, 2020 primarily include a $198 million translation loss, net of taxes of $64 million, relating to the Company’s net investment hedges, which was offset by a net $227 million translation gain.

(2)Reclassified amounts primarily relate to the Company’s forward foreign currency exchange contracts for inventory purchases and are recorded within cost of goods sold in the Company’s consolidated statements of operations and comprehensive income. All tax effects were not material for the periods presented.