Capri Holdings Ltd 10-Q

ITEM 5. OTHER INFORMATION This Item 5 is being filed solely to update the Item 9B disclosure included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 27, 2021, filed with the SEC on May 26, 2021, in order to provide the amount of any material charges relating to the Capri Retail Store Optimization Program by major type of cost that the Company believes are now determinable. As previously announced, the Board of Directors of the Company approved the Capri Retail Store Optimization Program to improve the profitability of its retail store fleet. As part of the Capri Retail Store Optimization Program, the Company intends to close approximately 170 of its retail stores throughout Fiscal 2021 and Fiscal 2022. The company initially expected to incur approximately $75 million of one-time costs related to this program, but now expects total one-time costs of approximately 53 $25 million, including lease termination and other store closure costs, the majority of which are expected to result in future cash expenditures. During the three and nine months ended December 25, 2021, the Company closed 13 and 39 of its retail stores, respectively, which have been incorporated into the Capri Retail Store Optimization Program. Net restructuring charges recorded in connection with the Capri Retail Store Optimization Program during the three and nine months ended December 25, 2021 were $10 million and $6 million, respectively. The exact amounts and timing of the remaining Capri Retail Optimization Program charges and future cash expenditures associated therewith are undeterminable at this time. The Company will either disclose in a Current Report on Form 8-K, or disclose in another periodic filing with the U.S. Securities and Exchange Commission, the amount of any material charges relating to the Capri Retail Optimization Program by major type of cost once such amounts or range of amounts are determinable. This disclosure is intended to satisfy the requirements of Item 2.05 of Form 8-K. ITEM 6. EXHIBITS a. Exhibits Please refer to the accompanying Exhibit Index included after the signature page of this report for a list of exhibits filed or furnished with this report. 54 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on February 2, 2022. CAPRI HOLDINGS LIMITED By: /s/ John D. Idol Name: John D. Idol Title: Chairman & Chief Executive Officer By: /s/ Thomas J. Edwards, Jr. Name: Thomas J. Edwards, Jr. Title: Executive Vice President, Chief Financial Officer and Chief Operating Officer 55 INDEX TO EXHIBITS Exhibit No. Description 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.1 The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended December 25, 2021 formatted in Inline eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. 56