Shareholders' Equity

6 Months Ended

Oct. 01, 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 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.

On June 1, 2022, the Company announced that its Board of Directors had terminated the Fiscal 2022 Plan, with $500 million of availability remaining, and authorized a new share repurchase program (the “Existing Share Repurchase 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.

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. The program may be suspended or discontinued at any time.

During the six months ended October 1, 2022, the Company purchased 13,183,355 shares for a total cost of approximately $650 million, including commissions, under the Existing Share Repurchase Plan. As of October 1, 2022, the remaining availability under the Company’s existing share repurchase program was $350 million.

Subsequent to October 1, 2022, the Company purchased 2,295,845 shares for a total cost of approximately $100 million, including commissions, under the Existing Share Repurchase Plan pursuant to a Rule 10b5-1 trading plan. On November 9, 2022, the Company terminated the Existing Share Repurchase Plan and implemented a new share repurchase plan. See Note 17 for additional information.

During the six months ended September 25, 2021, the Company purchased 2,712,275 shares for a total cost of approximately $150 million, including commission, through open market transactions under the Prior 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 October 1, 2022 and September 25, 2021, the Company withheld 273,197 shares and 193,322 shares, respectively, with a fair value of $13 million and $10 million, respectively, in satisfaction of minimum tax withholding obligations relating to the vesting of restricted share awards.

Accumulated Other Comprehensive (Loss) Income

The following table details changes in the components of accumulated other comprehensive (loss) income (“AOCI”), net of taxes, for the six months ended October 1, 2022 and September 25, 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	(232)		10		(222)
Less: amounts reclassified from AOCI to earnings	—		7		7
Other comprehensive (loss) income, net of tax	(232)		3		(229)
Balance at October 1, 2022	$	(48)	$	13	$	(35)

Balance at March 27, 2021	$	57	$	(1)	$	56
Other comprehensive income before reclassifications	114		2		116
Less: amounts reclassified from AOCI to earnings	—		(2)		(2)
Other comprehensive income, net of tax	114		4		118
Balance at September 25, 2021	$	171	$	3	$	174

(1)Foreign currency translation adjustments for the six months ended October 1, 2022 primarily include a net $486 million translation loss partially offset by a $247 million gain, net of taxes of $118 million, relating to the Company’s net investment hedges. Foreign currency translation adjustments for the six months ended September 25, 2021 primarily include a $132 million gain, net of taxes of $40 million, relating to the Company’s net investment hedges, partially offset by a net $23 million translation loss.

(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.