Shareholders' Equity

6 Months Ended

Sep. 28, 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 six months ended September 28, 2024, the Company did not purchase any shares, including commissions, through open market transactions under the Existing Share Repurchase Plan. As of September 28, 2024, the remaining availability under the Company’s Existing Share Repurchase Plan was $300 million.

During the six months ended September 30, 2023, the Company purchased 2,637,102 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 six month periods ended September 28, 2024 and September 30, 2023, the Company withheld 105,470 shares and 172,112 shares, respectively, with a fair value of $4 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 six months ended September 28, 2024 and September 30, 2023, respectively (in millions):


	Foreign Currency Translation Adjustments (1)		Net (Loss) Gain on Derivatives (2)		Other Comprehensive Income Attributable to Capri
Balance at March 30, 2024	$	161	$	—	$	161
Other comprehensive loss before reclassifications	(147)		(11)		(158)
Less: amounts reclassified from AOCI to earnings	—		—		—
Other comprehensive loss, net of tax	(147)		(11)		(158)
Balance at September 28, 2024	$	14	$	(11)	$	3

Balance at April 1, 2023	$	143	$	4	$	147
Other comprehensive loss before reclassifications	(13)		—		(13)
Less: amounts reclassified from AOCI to earnings	—		4		4
Other comprehensive loss, net of tax	(13)		(4)		(17)
Balance at September 30, 2023	$	130	$	—	$	130

(1)Foreign currency translation adjustments for the six months ended September 28, 2024 primarily include a $199 million loss, net of taxes of $67 million, relating to the Company’s net investment hedges partially offset by a net $52 million translation gain. Foreign currency translation adjustments for the six months ended September 30, 2023 primarily include a net $29 million translation loss, partially offset by a $16 million gain, net of taxes, relating to the Company’s net investment and fair value hedges.

(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.