Shareholders' Equity

3 Months Ended

Jun. 29, 2024

Shareholders’ Equity

Share Repurchase Program

On November 9, 2022, the Company announced its Board of Directors approved a share repurchase program (the “Existing Share Repurchase Plan”) to purchase up to $1.0 billion of its outstanding ordinary shares, providing additional capacity to return cash to shareholders over the longer term. Share repurchases may be made in open market or privately negotiated transactions and/or pursuant to Rule 10b5-1 trading plans, subject to market conditions, applicable legal requirements, trading restrictions under the Company’s insider trading policy and other relevant factors; however, pursuant to the terms of the Merger Agreement, and subject to certain limited exceptions, the Company may not repurchase its ordinary shares other than the acceptance of Company ordinary shares as payment of the exercise price of Company options or for withholding taxes with respect of Company equity awards. Accordingly, the Company did not repurchase any of its ordinary shares since entering into the Merger Agreement pursuant to the Existing Share Repurchase Plan, and the Company does not expect to repurchase any of its ordinary shares in connection with the Existing Share Repurchase Plan prior to the Merger or earlier termination of the Merger Agreement.

During the three months ended June 29, 2024, the Company did not purchase any shares, including commissions, through open market transactions under the Existing Share Repurchase Plan. As of June 29, 2024, the remaining availability under the Company’s Existing Share Repurchase Plan was $300 million.

During the three months ended July 1, 2023, the Company purchased 2,636,564 shares for a total cost of approximately $100 million including commissions, through open market transactions under the Existing Share Repurchase Plan.

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 June 29, 2024 and July 1, 2023, the Company withheld 93,738 shares and 164,377 shares, respectively, with a fair value of $3 million and $6 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 June 29, 2024 and July 1, 2023, respectively (in millions):


	Foreign Currency Adjustments (1)		Net Gain on Derivatives (2)		Other Comprehensive Income Attributable to Capri
Balance at March 30, 2024	$	161	$	—	$	161
Other comprehensive loss before reclassifications	(29)		—		(29)
Less: amounts reclassified from AOCI to earnings	—		—		—
Other comprehensive loss, net of tax	(29)		—		(29)
Balance at June 29, 2024	$	132	$	—	$	132

Balance at April 1, 2023	$	143	$	4	$	147
Other comprehensive loss before reclassifications	(7)		—		(7)
Less: amounts reclassified from AOCI to earnings	—		3		3
Other comprehensive loss, net of tax	(7)		(3)		(10)
Balance at July 1, 2023	$	136	$	1	$	137

(1)Foreign currency translation adjustments for the three months ended June 29, 2024 primarily include a $19 million loss, net of taxes of $7 million, relating to the Company’s net investment hedges, and a net $10 million translation loss. Foreign currency translation adjustments for the three months ended July 1, 2023 primarily include a $58 million loss, net of taxes of $21 million, relating to the Company’s net investment and fair value hedges, partially offset by a net $51 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 (loss) income. All tax effects were not material for the periods presented.