Shareholders' Equity

3 Months Ended

Jul. 02, 2022

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 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.

On June 1, 2022, the Company announced that its Board of Directors has terminated the Fiscal 2022 Plan, with $500 million of availability remaining, and authorized a new share repurchase program (the “Fiscal 2023 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 three months ended July 2, 2022, the Company purchased 6,120,174 shares for a total cost of approximately $300 million, including commissions, under the Fiscal 2023 Plan. As of July 2, 2022, the remaining availability under the Company’s existing share repurchase program was $700 million.

During the three months ended June 26, 2021, the Company purchased 921,080 shares for a total cost of approximately $50 million, including commission, through open market transactions under the Prior Plan.

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 three month periods ended July 2, 2022 and June 26, 2021, the Company withheld 265,311 shares and 167,070 shares, respectively, with a fair value of $12 million and $9 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 three months ended July 2, 2022 and June 26, 2021, respectively (in millions):


	Foreign Currency Adjustments (1)		Net Gains (Losses) on Derivatives (2)		Other Comprehensive Income (Loss) Attributable to Capri
Balance at April 2, 2022	$	184	$	10	$	194
Other comprehensive (loss) income before reclassifications	(107)		6		(101)
Less: amounts reclassified from AOCI to earnings	—		4		4
Other comprehensive (loss) income, net of tax	(107)		2		(105)
Balance at July 2, 2022	$	77	$	12	$	89

Balance at March 27, 2021	$	57	$	(1)	$	56
Other comprehensive income (loss) before reclassifications	91		(1)		90
Less: amounts reclassified from AOCI to earnings	—		(1)		(1)
Other comprehensive income, net of tax	91		—		91
Balance at June 26, 2021	$	148	$	(1)	$	147

(1)Foreign currency translation adjustments for the three months ended July 2, 2022 primarily include a $151 million gain, net of taxes of $62 million, relating to the Company’s net investment hedges, and a net $253 million translation loss. Foreign currency translation adjustments for the three months ended June 26, 2021 primarily include a $64 million gain, net of taxes of $19 million, relating to the Company’s net investment hedges, in addition to a net $27 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.