Shareholders' Equity

9 Months Ended

Dec. 28, 2024

Shareholders’ Equity

Share Repurchase Program

On November 9, 2022, the Company announced its Board of Directors approved a two-year share repurchase program (the “Existing Share Repurchase Plan”) to purchase up to $1.0 billion of its outstanding ordinary shares. 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 was

prohibited from repurchasing 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 during the pendency of the Merger Agreement pursuant to the Existing Share Repurchase Plan. The Existing Share Repurchase Plan expired on November 9, 2024.

During the nine months ended December 28, 2024, and for the reasons set forth above, the Company did not purchase any shares through open market transactions under the Existing Share Repurchase Plan. As of December 28, 2024, the Company had no remaining availability under the Company’s Existing Share Repurchase Plan as it expired on November 9, 2024.

During the nine months ended December 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 nine month periods ended December 28, 2024 and December 30, 2023, the Company withheld 117,710 shares and 185,133 shares, respectively, with a fair value of $4 million and $7 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 28, 2024 and December 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	(28)		(11)		(39)
Less: amounts reclassified from AOCI to earnings	—		—		—
Other comprehensive loss, net of tax	(28)		(11)		(39)
Balance at December 28, 2024	$	133	$	(11)	$	122

Balance at April 1, 2023	$	143	$	4	$	147
Other comprehensive loss before reclassifications	(112)		—		(112)
Less: amounts reclassified from AOCI to earnings	—		4		4
Other comprehensive loss, net of tax	(112)		(4)		(116)
Balance at December 30, 2023	$	31	$	—	$	31

(1)Foreign currency translation adjustments for the nine months ended December 28, 2024 primarily include a $19 million loss, net of taxes of $7 million, relating to the Company’s net investment hedges, as well as a net $9 million translation loss. Foreign currency translation adjustments for the nine months ended December 30, 2023 primarily include a $159 million loss, net of taxes of $59 million, relating to the Company’s net investment and fair value hedges partially offset by a net $47 million translation gain.

(2)For the nine months ended December 28, 2024, reclassified amounts primarily relate to the Company’s interest rate swaps, net of taxes of $3 million, and are recorded within interest (income) expense, net, in the Company’s consolidated statements of operations and comprehensive (loss) income. For the nine months ended December 30, 2023, 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 nine months ended December 30, 2023.