What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-05-31 compared with 2022-06-01 · 10 added, 60 removed, 14 unchanged (83% of the section changed)

5 unchanged sentences

Share Performance Graph

The line graph below compares the cumulative total shareholder return on our ordinary shares with the Standard & Poor’s (“S&P”) 500 Stock Index and the S&P 500 Apparel, Accessories & Luxury Goods Index for the five-year period from March 31, 2017 through April 1, 2022, the last business day of our fiscal year.

The line graph below compares the cumulative total shareholder return on our ordinary shares with the Standard & Poor’s (“S&P”) 500 Stock Index and the S&P 500 Apparel, Accessories & Luxury Goods Index for the five-year period from March 29, 2018 through March 31, 2023, the last business day of our fiscal year.

The graph below assumes an investment of $100 made at the close of trading on March 29, 2018, in our ordinary shares and each of the indices presented.

1 unchanged sentence

Issuer Purchases of Equity Securities

During the first quarter of Fiscal 2022, we reinstated our $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, we announced that our Board of Directors 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 we may, from time to time, repurchase up to $1.0 billion of our outstanding ordinary shares within a period of two years from the effective date of the program.

We also have in place a “withhold to cover” repurchase program, which allows us 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.

On June 1, 2022, we announced that our Board of Directors has terminated our Fiscal 2022 Plan, with $500 million of availability remaining, and authorized a new share repurchase program pursuant to which we may, from time to time, repurchase up to $1.0 billion of our outstanding ordinary shares within period of two years from the effective date of the program.

Share repurchases may be made in open market or privately negotiated transactions, subject to market conditions,

applicable legal requirements, trading restrictions under our insider trading policy and other relevant factors.

On June 1, 2022, the Board of Directors terminated our Fiscal 2022 Plan, with $500 million of availability remaining, and authorized a new share repurchase program pursuant to which we may, from time to time, repurchase up to $1.0 billion of our outstanding ordinary shares within period of two years from the effective date of the program.

On November 9, 2022, the Company announced that its Board of Directors approved a new share repurchase program of up to $1 billion of its outstanding ordinary shares, providing additional capacity to return cash to shareholders over the longer term.

This new two-year program replaced the Company’s existing $1 billion share repurchase program which had $250 million of availability remaining.

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.

The following table provides information regarding our ordinary share repurchases during the three months ended April 1, 2023:

Total Number of Shares Average Price Paid per Share Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximated Dollar Value) of Shares

(or Units) That May Yet Be Purchased Under the Plans or Programs (in millions)

December 26, 2021 – January 22, 2022 — $ — — $ 800

Total Number of Shares Average Price Paid per Share Total Number of

Purchased as Part of

Publicly Announced

Programs Remaining Dollar Value of Shares That May Be Purchased Under the Programs (in millions)

January 1, 2023 – January 28, 2023 604 $ 64.64 — $ 800

January 29, 2023 – February 25, 2023 3,288,564 $ 50.17 3,288,564 $ 635

1 unchanged sentence

8,435,694 8,435,090

Selected Financial Data

The following table sets forth selected historical consolidated financial and other data for Capri Holdings Limited and its consolidated subsidiaries for the periods presented.

The statement of operations data for Fiscal 2022, Fiscal 2021 and Fiscal 2020 and the balance sheet data as of the end of Fiscal 2022 and Fiscal 2021 have been derived from our audited consolidated financial statements included elsewhere in this report.

The statement of operations data for Fiscal 2019 and Fiscal 2018 and the balance sheet data as of the end of Fiscal 2020, Fiscal 2019 and Fiscal 2018 have been derived from our prior audited consolidated financial statements, which are not included in this report.

The selected historical consolidated financial data below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included in this annual report.

Fiscal Years Ended

2022 March 27,

2021 March 28,

2020 March 30,

2019 March 31,

(data presented in millions, except for shares and per share data)

Statement of Operations Data:

Total revenue $ 5,654 $ 4,060 $ 5,551 $ 5,238 $ 4,719

Cost of goods sold 1,910 1,463 2,280 2,058 1,860

3,744 2,597 3,271 3,180 2,859

Selling, general and administrative expenses 2,533 2,018 2,464 2,075 1,767

Depreciation and amortization 193 212 249 225 208

Impairment of assets 73 316 708 21 33

Restructuring and other charges 42 32 42 124 102

Total operating expenses 2,841 2,578 3,463 2,445 2,110

Income (loss) from operations 903 19 (192) 735 749

Other income (2) (7) (6) (4) (2)

Interest (income) expense, net (18) 43 18 38 22

Foreign currency loss (gain) 8 (20) 11 80 (13)

Income (loss) before provision for income taxes 915 3 (215) 621 742

Provision for income taxes 92 66 10 79 150

Net income (loss) 823 (63) (225) 542 592

Net income (loss) attributable to noncontrolling interest 1 (1) (2) (1) —

Net income (loss) attributable to Capri $ 822 $ (62) $ (223) $ 543 $ 592

Weighted average ordinary shares outstanding:

Basic 149,724,675 150,453,568 150,714,598 149,765,468 152,283,586

Diluted 152,497,907 150,453,568 150,714,598 151,614,350 155,102,885

Net income (loss) per ordinary share attributable to Capri:

Basic $ 5.49 $ (0.41) $ (1.48) $ 3.62 $ 3.89

Diluted $ 5.39 $ (0.41) $ (1.48) $ 3.58 $ 3.82

Fiscal Years Ended

2022 March 27,

2021 March 28,

2020 March 30,

2019 March 31,

(data presented in millions, except for share and store data)

Operating Data:

Retail stores, including concessions, end of period 1,271 1,257 1,271 1,249 1,011

Balance Sheet Data:

Working capital $ 325 $ (75) $ 493 $ 187 $ 302

Total assets $ 7,480 $ 7,481 $ 7,946 $ 6,650 $ 4,059

Short-term debt $ 29 $ 123 $ 167 $ 630 $ 200

Long-term debt $ 1,131 $ 1,219 $ 2,012 $ 1,936 $ 675

Shareholders’ equity of Capri $ 2,559 $ 2,158 $ 2,167 $ 2,429 $ 2,018

Number of ordinary shares issued 221,967,599 219,222,937 217,320,010 216,050,939 210,991,091

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity