Capri Holdings Ltd 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, our principal executive officer and principal financial officer, respectively, of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a - 15(e) and 15(d) - 15(e) under the Securities and Exchange Act of 1934, as amended, (the “Exchange Act”)) as of March 30, 2024. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures are effective as of March 30, 2024. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined under the Exchange Act Rule 13a-15 (f)) to provide reasonable assurance regarding the reliability of financial reporting and that the consolidated financial statements have been prepared in accordance with U.S. GAAP. Such internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors; and (B) regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Our management assessed the effectiveness of our internal control over financial reporting as of March 30, 2024. In making this assessment, it used the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), the 2013 Framework. Based on this assessment, management has determined that, as of March 30, 2024, our internal control over financial reporting is effective based on those criteria. The Company’s internal control over financial reporting as of March 30, 2024, as well as the consolidated financial statements, have been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears herein. 62 Table of Contents Changes in Internal Control over Financial Reporting Except as discussed below, there have been no changes in our internal control over financial reporting during the three months ended March 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We are currently undertaking a major, multi-year ERP implementation to upgrade our information technology platforms and systems worldwide. The implementation is occurring in phases over several years. We have launched the finance functionality of the ERP system in certain regions starting in Fiscal 2023. As a result of this multi-year implementation, we expect certain changes to our processes and procedures, which in turn, could result in changes to our internal control over financial reporting. While we expect this implementation to strengthen our internal control over financial reporting by automating certain manual processes and standardizing business processes and reporting across our organization, we will continue to evaluate and monitor our internal control over financial reporting as processes and procedures in the affected areas evolve. See Item 1A. “Risk Factors” — “A material delay or disruption in our information technology systems or e-commerce websites or our failure or inability to upgrade our information technology systems precisely and efficiently could have a material adverse effect on our business, results of operations and financial condition. ” Item 9B. Other Information Global Optimization Plan During the fourth quarter of Fiscal 2024, the Board of Directors of the Company approved a Global Optimization Plan in order to streamline the Company’s operating model, maximize efficiency and support long-term profitable growth. As part of the Global Optimization Plan, the Company anticipates global headcount reductions and the closure of approximately 100 of its retail stores over the next 18 months. The Company expects this initiative to generate annualized cost savings of approximately $80 million to $90 million. The Company also expects to record estimated one-time restructuring charges of approximately $30 million to $40 million, of which approximately $30 million to $35 million will be cash charges related to organizational efficiency initiatives, which consist primarily of severance and employee-related costs. The Company anticipates that up to $5 million of the restructuring charges will be related to lease termination and other store closure costs. During Fiscal 2024, the Company closed 7 of its retail stores which have been incorporated into the Global Optimization Plan. Net restructuring expenses recorded in connection with the Global Optimization Plan during Fiscal 2024 was $ 26 million, of which $ 22 million were related to organizational efficiency initiatives consisting primarily of severance and employee-related costs and $ 4 million of lease termination and other store closure costs. This disclosure is intended to satisfy the requirements of Item 2.05 of Form 8-K. 2024 Annual Meeting of Shareholders On May 22, 2024, the Board of Directors of the Company determined that the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) will be held on Wednesday, September 4, 2024. The time and location of the 2024 Annual Meeting will be as set forth in the Company’s proxy statement for the 2024 Annual Meeting to be filed with the SEC. Because the date of the 2024 Annual Meeting differs by more than 30 days from the anniversary date of the prior year annual meeting, which was held on Wednesday, August 2, 2023, pursuant to the Company’s Memorandum and Articles of Association (the “Memorandum”) and the rules and regulations of the SEC, shareholders who intend to present a proposal at the 2024 Annual Meeting or who intend to nominate a director are required to provide the Company with notice of such proposal or nomination no later than June 10, 2024, which the Company believes is a reasonable time before it expects to begin to print and send its proxy materials. Notice must be sent to the Company’s principal executive office at 90 Whitfield Street, 2nd Floor, United Kingdom W1T 4EZ Attn: Corporate Secretary. Additionally, shareholders must comply with other applicable requirements contained in Regulations 69, 70 and 71 of the Memorandum, the rules and regulations of the SEC and other applicable law. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements contained in its Memorandum and applicable laws. 63 Table of Contents In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by July 6, 2024. This disclosure is intended to satisfy the requirements of Item 5.08 of Form 8-K. Rule 10b5-1 Trading Arrangements During the quarterly period ended March 30, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 64 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance Information with respect to this Item is included in the Company’s Proxy Statement to be filed in July 2024, which is incorporated herein by reference. Item 11. Executive Compensation Information with respect to this Item is included in the Company’s Proxy Statement to be filed in July 2024, which is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information as of March 30, 2024 regarding compensation plans under which the Company’s equity securities are authorized for issuance: Equity Compensation Plan Information (a) (b) (c) Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights (2) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (1) 3,249,183 $ 42.55 4,259,449 Equity compensation plans not approved by security holders — $ — — Total 3,249,183 $ 42.55 4,259,449 (1) Reflects share options and restricted stock units issued under the Company’s Third Amended and Restated Omnibus Incentive Plan (or predecessor plan). (2) Represents the weighted average exercise price of outstanding share awards only. Item 13. Certain Relationships, Related Transactions and Director Independence Information with respect to this Item is included in the Company’s Proxy Statement to be filed in July 2024, which is incorporated herein by reference. Item 14. Principal Accountant Fees and Services Information with respect to this Item is included in the Company’s Proxy Statement to be filed in July 2024, which is incorporated herein by reference. 65 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this annual report on Form 10-K: 1. The following consolidated financial statements listed below are filed as a separate section of this Annual Report on Form 10-K: Report of Independent Registered Public Accounting Firm - Ernst & Young LLP (PCAOB ID No. 42 ). Consolidated Balance Sheets as of March 30, 2024 and April 1, 2023. Consolidated Statements of Operations and Comprehensive (Loss) Income for the fiscal years ended March 30, 2024, April 1, 2023 and April 2, 2022. Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 30, 2024, April 1, 2023 and April 2, 2022. Consolidated Statements of Cash Flows for the fiscal years ended March 30, 2024, April 1, 2023 and April 2, 2022. Notes to Consolidated Financial Statements for the fiscal years ended March 30, 2024, April 1, 2023 and April 2, 2022. 2. Exhibits: 66 Table of Contents EXHIBIT INDEX Exhibit No. Document Description 2.1 Agreement and Plan of Merger, dated as of August 10, 2023, by and among Capri Holdings Limited, Tapestry, Inc. and Sunrise Merger Sub, Inc. (included as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-35368), filed on August 10, 2023 and incorporated herein by reference). 2.2 Stock Purchase Agreement, dated as of September 24, 2018, by and among Allegra Donata Versace Beck, Donatella Versace, Santo Versace, Borgo Luxembourg S.À R.L., Blackstone GPV Capital Partners (Mauritius) VI-D FDI Ltd., Blackstone GPV Tactical Partners (Mauritius)-N Ltd. and Capri Holdings Limited (f/k/a Michael Kors Holdings Limited) (included as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-35368), filed on September 25, 2018 and incorporated herein by reference). 3.1 Amended and Restated Memorandum and Articles of Association of Capri Holdings Limited (included as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 31, 2018 and incorporated herein by reference). 3.2 Amendment to Amended and Restated Memorandum and Articles of Association of Capri Holdings, effective May 24, 2023 (included as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023 (File No. 001-35368), filed on May 31, 2023 and incorporated herein by reference). 4.1 Specimen of Ordinary Share Certificate of Capri Holdings Limited (included as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2019 (File No. 001-35368), filed on May 29, 2019 and incorporated herein by reference). 4.2 Indenture, dated as of October 20, 2017, by and among Michael Kors (USA), Inc., Michael Kors Holdings Limited, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (included as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-35368), filed on October 20, 2017 and incorporated herein by reference). 10.1 Second Amendment, dated as of June 25, 2020, to the Third Amended and Restated Credit Agreement dated as of November 15, 2018 among Capri Holdings Limited, Michael Kors (USA), Inc., the foreign subsidiary borrowers party thereto, the guarantors party thereto, the financial institutions party thereto as lenders and issuing banks and JPMorgan Chase Bank, N.A., as administrative agent (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35368), filed on July 1, 2020 and incorporated herein by reference). 10.2 Form of Indemnification Agreement between Michael Kors Holdings Limited and its directors and executive officers (included as Exhibit 10.5 to the Company’s Registration Statement on Form F-1, as amended (File No. 333-178282), filed on December 2, 2011 and incorporated herein by reference). 10.3 Capri Holdings Limited Third Amended and Restated Omnibus Incentive Plan (included as Annex B to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-35368), filed on June 16, 2022 and incorporated herein by reference). 10.4 Fifth Amended and Restated Employment Agreement, dated as of March 7, 2022, by and among Michael Kors (USA), Inc., Capri Holdings Limited and John D. Idol (included as Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 2, 2022 (File No. 001-35368), filed on June 1, 2022 and incorporated herein by reference). 10.5 Form of Annual Incentive Plan 10.6 Form of Employee Non-Qualified Option Award Agreement (included as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2015, filed on May 27, 2015 and incorporated herein by reference). 10.7 Form of Employee Restricted Stock Unit Award Agreement (included as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2015, filed on May 27, 2015 and incorporated herein by reference). 10.8 Form of Performance-Based Restricted Stock Unit Award Agreement (included as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2015, filed on May 27, 2015 and incorporated herein by reference). 10.9 Form of Independent Director Restricted Stock Unit Award Agreement (included as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2015, filed on May 27, 2015 and incorporated herein by reference). 10.10 Aircraft Time Sharing Agreement, effective as of December 20, 2022, by and between Michael Kors (USA), Inc. and John Idol (included as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022, filed on February 8, 2023 and incorporated herein by reference). 67 Table of Contents Exhibit No. Document Description 10.11 Amended and Restated Employment Agreement by and among Capri Holdings Limited, Michael Kors (USA), Inc. and Thomas J. Edwards, Jr., dated as of May 30, 2023 (included as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023 (File No. 001-35368), filed on May 31, 2023 and incorporated herein by reference). 10.12 Capri Holdings Limited Deferred Compensation Plan (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001.35368), filed on November 14, 2019 and incorporated herein by reference). 10.13 Amended and Restated Employment Agreement by and among Capri Holdings Limited, Michael Kors (USA), Inc. and Krista A. McDonough, dated as of May 30, 2023 (included as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023 (File No. 001-35368), filed on May 31, 2023 and incorporated herein by reference). 10. 14 Employment Agreement dated January 23, 2023, by and between Michael Kors (USA), Inc. and Cedric Wilmotte (included as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023 (File No. 001-35368), filed on May 31, 2023 and incorporated herein by reference). 10. 15 Amended and Restated Employment Agreement by and among Capri Holdings Limited, Michael Kors (USA), Inc. and Jenna Hendricks, dated as of May 30, 2023 (included as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023 (File No. 001-35368), filed on May 31, 2023 and incorporated herein by reference). 10.1 6 Suspension of Rights Agreement, dated as of September 23, 2021, to the Third Amended and Restated Credit Agreement, dated as of November 15, 2018 among, Michael Kors (USA), Inc., Capri Holdings Limited, the Foreign Subsidiary Borrowers party to the Credit Agreement, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders thereto and the other parties party thereto (included as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 25, 2021 filed on November 3, 2021 and incorporated herein by reference). 10.1 7 Revolving Credit Agreement, dated as of July 1, 2022 among Capri Holdings Limited, Michael Kors (USA), Inc., the foreign subsidiary borrowers party thereto, the guarantors party thereto, the financial institutions party thereto as lenders and issuing banks and JPMorgan Chase Bank, N.A., as administrative agent (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35368), filed on July 1, 2022 and incorporated herein by reference). 10.1 8 Term Facility Agreement by and among Gianni Versace S.r.l., as borrower, Intesa Sanpaolo S.p.A., Banca Nazionale Del Lavoro S.p.A. and UniCredit S.p.A., as arrangers and lenders, and Intesa Sanpaolo S.p.A., as agent, dated as of December 5, 2022 (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35368), filed on December 6, 2022 and incorporated herein by reference). 10. 19 Parent Company Guarantee by and among Capri Holdings Limited, as guarantor, Banca Nazionale del Lavoro S.p.A., Intesa Sanpaolo S.p.A. and UniCredit S.p.A., dated as of December 5, 2022 (included as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-35368), filed on December 6, 2022 and incorporated herein by reference). 10.2 0 Change in Control Continuity Agreement by and between Capri Holdings Limited and Thomas J. Edwards, Jr., dated as of May 30, 2023 (included as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023 (File No. 001-35368), filed on May 31, 2023 and incorporated herein by reference). 10.21 Change in Control Continuity Agreement by and between Capri Holdings Limited and Jenna Hendricks, dated as of May 30, 2023 (included as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023 (File No. 001-35368), filed on May 31, 2023 and incorporated herein by reference). 10.22 Change in Control Continuity Agreement by and between Capri Holdings Limited and Krista A. McDonough, dated as of May 30, 2023 (included as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023 (File No. 001-35368), filed on May 31, 2023 and incorporated herein by reference). 10.23 Change in Control Continuity Agreement by and between Capri Holdings Limited and Cedric Wilmotte, dated as of August 9, 2023. 10.24 Form of Special Bonus Award Agreement (included as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 (File No. 001-35368), filed on November 9, 2023 and incorporated herein by reference). 10.25 Letter Agreement, dated as of December 15, 2023, by and between Capri Holdings Limited and Jenna A. Hendricks (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35368), filed on December 18, 2023 and incorporated herein by reference). 21.1 List of subsidiaries of Capri Holdings Limited. 23.2 Consent of Ernst & Young LLP. 31.1 Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002. 68 Table of Contents Exhibit No. Document Description 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. 97 Capri Holdings Limited Clawback Policy. 101.1 Interactive Data Files. 69 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Date: May 29, 2024 CAPRI HOLDINGS LIMITED By: /s/ John D. Idol Name: John D. Idol Title: Chairman & Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ John D. Idol Chairman, Chief Executive Officer and Director (Principal Executive Officer) May 29, 2024 John D. Idol By: /s/ Thomas J. Edwards, Jr. Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer) May 29, 2024 Thomas J. Edwards Jr. By: /s/ Marilyn Crouther Director May 29, 2024 Marilyn Crouther By: /s/ Robin Freestone Director May 29, 2024 Robin Freestone By: /s/ Judy Gibbons Director May 29, 2024 Judy Gibbons By: /s/ Mahesh Madhavan Director May 29, 2024 Mahesh Madhavan By: /s/ Stephen F. Reitman Director May 29, 2024 Stephen F. Reitman By: /s/ Jane Thompson Director May 29, 2024 Jane Thompson By: /s/ Jean Tomlin Director May 29, 2024 Jean Tomlin 70 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Capri Holdings Limited Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Capri Holdings Limited and subsidiaries (“the Company”) as of March 30, 2024 and April 1, 2023, and the related consolidated statements of operations and comprehensive (loss) income, shareholders’ equity and cash flows for each of the three years in the period ended March 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 30, 2024 and April 1, 2023, and the results of its operations and its cash flow for each of the three years in the period ended March 30, 2024, in conformity with the U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 30, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated May 29, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Goodwill and Indefinite-lived Intangible Assets Description of the Matter At March 30, 2024, the Company’s goodwill and indefinite-lived intangible assets, consisting of brand names, totaled $ 1.106 billion and $ 884 million, respectively. As discussed in Note 3 to the consolidated financial statements, goodwill and indefinite-lived intangible assets are assessed for impairment on an annual basis, or whenever impairment indicators exist. As a result of the Company’s 2024 annual impairment test, the Company recorded a goodwill impairment charge of $ 192 million associated with its Jimmy Choo Retail and Wholesale reporting units. The Company also recognized an impairment charge of $ 297 million associated with the Jimmy Choo and Versace indefinite-lived retail and wholesale brand name intangible assets. Auditing the Company’s annual impairment assessments was complex and highly judgmental due to the significant estimation required in determining the fair value of the reporting units for goodwill and the fair value of indefinite-lived brand name intangible assets. In particular, the fair value estimates were sensitive to significant assumptions, such as changes in the discount rate, revenue growth rate, margin and royalty rates, which are affected by expectations about future market or economic conditions. 71 Table of Contents How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill and indefinite-lived intangible assets impairment review process, including controls over management’s review of the significant assumptions described above. To test the estimated fair value of the Company’s reporting units and indefinite-lived intangible assets, we performed audit procedures that included, among others, assessing the valuation methodologies and testing the significant assumptions discussed above and the completeness and accuracy of the underlying data used by the Company in its analyses. We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes to the Company’s business environment would affect the significant assumptions. For example, we compared the royalty rates used in estimating the fair value of certain indefinite-lived brand name intangible assets to current industry licensing agreements. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of the reporting units and indefinite-lived brand name intangible assets that would result from changes in the assumptions. We also involved our internal valuation specialists to assist in our evaluation of the significant assumptions and methodologies used by the Company in developing the fair value estimates. In addition, we tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company. /s/ ERNST & YOUNG LLP We have served as the Company’s auditor since 2014. New York, New York May 29, 2024 72 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Capri Holdings Limited Opinion on Internal Control over Financial Reporting We have audited Capri Holdings Limited and subsidiaries’ internal control over financial reporting as of March 30, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Capri Holdings Limited and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 30, 2024, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 30, 2024 and April 1, 2023, the related consolidated statements of operations and comprehensive (loss) income, shareholders’ equity and cash flows for each of the three years in the period ended March 30, 2024, and the related notes and our report dated May 29, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ ERNST & YOUNG LLP New York, New York May 29, 2024 73 Table of Contents CAPRI HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In millions, except share data) March 30, 2024 April 1, 2023 Assets Current assets Cash and cash equivalents $ 199 $ 249 Receivables, net 332 369 Inventories, net 862 1,057 Prepaid expenses and other current assets 215 195 Total current assets 1,608 1,870 Property and equipment, net 579 552 Operating lease right-of-use assets 1,438 1,330 Intangible assets, net 1,394 1,728 Goodwill 1,106 1,293 Deferred tax assets 352 296 Other assets 212 226 Total assets $ 6,689 $ 7,295 Liabilities and Shareholders’ Equity Current liabilities Accounts payable $ 352 $ 475 Accrued payroll and payroll related expenses 107 154 Accrued income taxes 64 73 Short-term operating lease liabilities 400 429 Short-term debt 462 5 Accrued expenses and other current liabilities 310 314 Total current liabilities 1,695 1,450 Long-term operating lease liabilities 1,452 1,348 Deferred tax liabilities 362 508 Long-term debt 1,261 1,822 Other long-term liabilities 319 318 Total liabilities 5,089 5,446 Commitments and contingencies Shareholders’ equity Ordinary shares, no par value; 650,000,000 shares authorized; 226,271,074 shares issued and 116,629,634 outstanding at March 30, 2024; 224,166,250 shares issued and 117,347,045 outstanding at April 1, 2023 — — Treasury shares, at cost ( 109,641,440 shares at March 30, 2024 and 106,819,205 shares at April 1, 2023) ( 5,458 ) ( 5,351 ) Additional paid-in capital 1,417 1,344 Accumulated other comprehensive income 161 147 Retained earnings 5,479 5,708 Total shareholders’ equity of Capri 1,599 1,848 Noncontrolling interest 1 1 Total shareholders’ equity 1,600 1,849 Total liabilities and shareholders’ equity $ 6,689 $ 7,295 See accompanying notes to consolidated financial statements. 74 Table of Contents CAPRI HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (In millions, except share and per share data) Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 Total revenue $ 5,170 $ 5,619 $ 5,654 Cost of goods sold 1,831 1,895 1,910 Gross profit 3,339 3,724 3,744 Selling, general and administrative expenses 2,784 2,708 2,533 Depreciation and amortization 188 179 193 Impairment of assets 575 142 73 Restructuring and other expense 33 16 42 Total operating expenses 3,580 3,045 2,841 (Loss) income from operations ( 241 ) 679 903 Other income, net ( 1 ) ( 3 ) ( 2 ) Interest expense (income), net 6 24 ( 18 ) Foreign currency loss 37 10 8 (Loss) income before (benefit) provision for income taxes ( 283 ) 648 915 (Benefit) provision for income taxes ( 54 ) 29 92 Net (loss) income ( 229 ) 619 823 Less: Net income attributable to noncontrolling interest — 3 1 Net (loss) income attributable to Capri $ ( 229 ) $ 616 $ 822 Weighted average ordinary shares outstanding: Basic 117,014,420 132,532,009 149,724,675 Diluted 117,014,420 134,002,480 152,497,907 Net (loss) income per ordinary share attributable to Capri: Basic $ ( 1.96 ) $ 4.65 $ 5.49 Diluted $ ( 1.96 ) $ 4.60 $ 5.39 Statements of Comprehensive (Loss) Income: Net (loss) income $ ( 229 ) $ 619 $ 823 Foreign currency translation adjustments 4 ( 41 ) 127 Net gain (loss) on derivatives 10 ( 6 ) 10 Comprehensive (loss) income ( 215 ) 572 960 Less: Net income attributable to noncontrolling interest — 3 1 Less: Foreign currency translation adjustments attributable to noncontrolling interest — — ( 1 ) Comprehensive (loss) income attributable to Capri $ ( 215 ) $ 569 $ 960 See accompanying notes to consolidated financial statements. 75 Table of Contents CAPRI HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in millions, except share data which is in thousands) Ordinary Shares Additional Paid-in Capital Treasury Shares Accumulated Other Comprehensive Income Retained Earnings Total Equity of Capri Non-controlling Interests Total Equity Shares Amounts Shares Amounts Balance as of March 27, 2021 219,223 $ — $ 1,158 ( 67,943 ) $ ( 3,326 ) $ 56 $ 4,270 $ 2,158 $ ( 1 ) $ 2,157 Net income — — — — — — 822 822 1 823 Other comprehensive income (loss) — — — — — 138 — 138 ( 1 ) 137 Total comprehensive income — — — — — — — 960 — 960 Vesting of restricted awards, net of forfeitures 2,336 — — — — — — — — — Exercise of employee share options 408 — 17 — — — — 17 — 17 Share based compensation expense — — 85 — — — — 85 — 85 Repurchase of ordinary shares — — — ( 11,218 ) ( 661 ) — — ( 661 ) — ( 661 ) Balance as of April 2, 2022 221,967 — 1,260 ( 79,161 ) ( 3,987 ) 194 5,092 2,559 ( 1 ) 2,558 Net income — — — — — — 616 616 3 619 Other comprehensive loss — — — — — ( 47 ) — ( 47 ) — ( 47 ) Total comprehensive income — — — — — — — 569 3 572 Vesting of restricted awards, net of forfeitures 2,078 — — — — — — — — — Exercise of employee share options 121 — 6 — — — — 6 — 6 Share based compensation expense — — 78 — — — — 78 — 78 Repurchase of ordinary shares — — — ( 27,658 ) ( 1,364 ) — — ( 1,364 ) — ( 1,364 ) Other — — — — — — — — ( 1 ) ( 1 ) Balance at April 1, 2023 224,166 — 1,344 ( 106,819 ) ( 5,351 ) 147 5,708 1,848 1 1,849 Net loss — — — — — — ( 229 ) ( 229 ) — ( 229 ) Other comprehensive income — — — — — 14 — 14 — 14 Total comprehensive loss — — — — — — — ( 215 ) — ( 215 ) Vesting of restricted awards, net of forfeitures 2,091 — — — — — — — — — Exercise of employee share options 14 — 1 — — — — 1 — 1 Share based compensation expense — — 72 — — — — 72 — 72 Repurchase of ordinary shares — — — ( 2,822 ) ( 107 ) — — ( 107 ) — ( 107 ) Balance at March 30, 2024 226,271 — 1,417 ( 109,641 ) $ ( 5,458 ) $ 161 $ 5,479 $ 1,599 $ 1 $ 1,600 See accompanying notes to consolidated financial statements. 76 Table of Contents CAPRI HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 Cash flows from operating activities Net (loss) income $ ( 229 ) $ 619 $ 823 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 188 179 193 Share-based compensation expense 72 78 85 Impairment of assets 577 142 83 Deferred income taxes ( 187 ) ( 101 ) ( 57 ) Changes to lease related balances, net ( 102 ) ( 99 ) ( 142 ) Foreign currency losses 29 28 — Other non-cash charges 3 7 10 Change in assets and liabilities: Receivables, net 27 50 ( 78 ) Inventories, net 175 13 ( 386 ) Prepaid expenses and other current assets ( 29 ) ( 8 ) 14 Accounts payable ( 119 ) ( 100 ) 69 Accrued expenses and other current liabilities ( 60 ) ( 9 ) 30 Other long-term assets and liabilities ( 36 ) ( 28 ) 60 Net cash provided by operating activities 309 771 704 Cash flows from investing activities Capital expenditures ( 189 ) ( 226 ) ( 131 ) Settlement of hedges 54 409 189 Net cash (used in) provided by investing activities ( 135 ) 183 58 Cash flows from financing activities Debt borrowings 1,737 4,061 945 Debt repayments ( 1,839 ) ( 3,474 ) ( 1,132 ) Debt issuance costs — ( 5 ) — Repurchase of ordinary shares ( 107 ) ( 1,364 ) ( 661 ) Exercise of employee share options 1 6 17 Other financing activities — — 31 Net cash used in financing activities ( 208 ) ( 776 ) ( 800 ) Effect of exchange rate changes on cash and cash equivalents ( 17 ) ( 94 ) ( 24 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 51 ) 84 ( 62 ) Beginning of period 256 172 234 End of period $ 205 $ 256 $ 172 Supplemental disclosures of cash flow information Cash paid for interest $ 96 $ 58 $ 37 Cash paid for income taxes $ 156 $ 133 $ 43 Supplemental disclosure of non-cash investing and financing activities Accrued capital expenditures $ 35 $ 33 $ 39 See accompanying notes to consolidated financial statements. 77 Table of Contents CAPRI HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Business and Basis of Presentation The Company was incorporated in the British Virgin Islands on December 13, 2002 as Michael Kors Holdings Limited and changed its name to Capri Holdings Limited (“Capri,” and together with its subsidiaries, the “Company”) on December 31, 2018. The Company is a holding company that owns brands that are leading designers, marketers, distributors and retailers of branded women’s and men’s accessories, apparel and footwear bearing the Versace, Jimmy Choo and Michael Kors tradenames and related trademarks and logos. The Company operates in three reportable segments: Versace, Jimmy Choo and Michael Kors. See Note 20 for additional information. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned or controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company consolidates the results of its Versace business on a one-month lag, as consistent with prior periods. The Company utilizes a 52- to 53-week fiscal year, and the term “Fiscal Year” or “Fiscal” refers to that 52-week or 53-week period. The fiscal years ending on March 30, 2024 and April 1, 2023 (“Fiscal 2024” and “Fiscal 2023”, respectively) contain 52 weeks, whereas the fiscal year ending April 2, 2022 (“Fiscal 2022”) contains 53 weeks. The Company’s Fiscal 2025 is a 52-week period ending March 29, 2025. 2. Merger Agreement On August 10, 2023, Capri entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tapestry, Inc., a Maryland corporation (“Tapestry”), and Sunrise Merger Sub, Inc., a British Virgin Islands business company limited by shares and a direct wholly owned subsidiary of Tapestry (“Merger Sub”). The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein, Tapestry will acquire Capri in an all-cash transaction by means of a merger of Merger Sub with and into Capri (the “Merger”), with Capri surviving the Merger as a wholly owned subsidiary of Tapestry. For additional information related to the Merger Agreement, please refer to Capri’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 20, 2023, as well as the supplemental disclosures contained in Capri’s Current Report on Form 8-K filed with the SEC on October 17, 2023. In connection with Tapestry’s pending acquisition of Capri, on April 22, 2024, the U.S. Federal Trade Commission (“FTC”) filed a lawsuit in the United States District Court for the Southern District of New York against Tapestry and the Company seeking to block the Merger, claiming that the Merger would violate Section 7 of the Clayton Act and that the Merger Agreement and the Merger constitute unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and should be enjoined. The Company believes the FTC’s claims are without merit, and the Company, together with Tapestry, intend to vigorously defend the lawsuit. 3. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to use judgment and make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. The most significant assumptions and estimates involved in preparing the financial statements include allowances for customer deductions, sales returns, credit losses, estimates of inventory net realizable value, the valuation of share-based compensation, the valuation of deferred taxes, goodwill, intangible assets, operating lease right-of-use assets and property and equipment, along with the estimated useful lives assigned to these assets. Actual results could differ from those estimates. 78 Table of Contents Seasonality The Company experiences certain effects of seasonality with respect to its business. The Company generally experiences greater sales during its third fiscal quarter, primarily driven by holiday season sales, and the lowest sales during its first fiscal quarter. Revenue Recognition The Company accounts for contracts with its customers when there is approval and commitment from both parties, the rights of the parties and payment terms have been identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for goods or services. The Company recognizes retail store revenues when control of the product is transferred at the point of sale at Company owned stores, including concessions, net of estimated returns. Revenue from sales through the Company’s e-commerce sites is recognized at the time of delivery to the customer, reduced by an estimate of returns. Wholesale revenue is recognized net of estimates for sales returns, discounts, markdowns and allowances, after merchandise is shipped and control of the underlying product is transferred to the Company’s wholesale customers. To arrive at net sales for retail revenue, gross sales are reduced by actual customer returns as well as by a provision for estimated future customer returns, which is based on management’s review of historical and future customer return expectations. Sales taxes collected from retail customers are presented on a net basis and, as such, are excluded from revenue. To arrive at net sales for wholesale revenue, gross sales are reduced by provisions for estimated future returns, based on current expectations, as well as trade discounts, markdowns, allowances, operational chargebacks, and certain cooperative selling expenses. These estimates are based on factors such as historical trends, actual and forecasted performance and current market conditions, which are reviewed by management on a quarterly basis. The following table details the activity and balances of the Company’s sales reserves for the fiscal years ended March 30, 2024, April 1, 2023, and April 2, 2022 (in millions): Balance Beginning of Year Amounts Charged to Revenue Write-offs Against Reserves Balance at Year End Total Sales Reserves: Fiscal Year Ended March 30, 2024 $ 95 $ 378 $ ( 394 ) $ 79 Fiscal Year Ended April 1, 2023 92 400 ( 397 ) 95 Fiscal Year Ended April 2, 2022 98 333 ( 339 ) 92 Royalty revenue generated from product licenses, which includes contributions for advertising, is based on reported sales of licensed products bearing the Company’s trademarks at rates specified in the license agreements. These agreements are also subject to contractual minimum levels. Royalty revenue generated by geographic licensing agreements is recognized as it is earned under the licensing agreements based on reported sales of licensees applicable to specified periods, as outlined in the agreements. These agreements allow for the use of the Company’s tradenames to sell its branded products in specific geographic regions. Loyalty Program The Company offers a loyalty program, which allows its Michael Kors North America customers to earn points on qualifying purchases toward monetary and non-monetary rewards, which may be redeemed for purchases at Michael Kors retail stores and e-commerce sites. The Company defers a portion of the initial sales transaction based on the estimated relative fair value of the benefits based on projected timing of future redemptions and historical activity. These amounts include estimated “breakage” for points that are not expected to be redeemed. The contract liability, net of an estimated “breakage,” is recorded within accrued expenses and other current liabilities in the Company’s consolidated balance sheets and is expected to be recognized within the next 12 months. See Note 4 for additional information. Advertising and Marketing Costs Advertising and marketing costs are generally expensed when the advertisement is first exhibited and are recorded in selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive (loss) income. Advertising and marketing expense was $ 412 million, $ 374 million and $ 329 million in Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. 79 Table of Contents Cooperative advertising expense, which represents the Company’s participation in advertising expenses of its wholesale customers, is reflected as a reduction to revenue. Expenses related to cooperative advertising for Fiscal 2024, Fiscal 2023 and Fiscal 2022, were $ 7 million, $ 9 million and $ 4 million, respectively. Shipping and Handling Inbound freight expenses are recorded as part of cost of goods sold, along with product costs and other costs to acquire inventory. The costs of preparing products for sale, including warehousing expenses, are included in selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive (loss) income. Outbound freight expenses are recorded as part of selling, general and administrative expenses and include the costs of shipping products to the Company’s e-commerce customers. Shipping and handling costs included within selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive (loss) income were $ 259 million, $ 270 million and $ 236 million for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. Shipping and handling costs charged to customers are included in total revenue. COVID-19 Related Government Assistance and Subsidies During Fiscal 2023 and Fiscal 2022, the Company recorded $ 6 million and $ 10 million, respectively, related to government assistance and subsidies. These amounts mostly relate to rent support and payroll expense and were recorded as a reduction of selling, general and administrative expenses. The Company did no t record any amount related to government assistance and subsidies in Fiscal 2024. Cash, Cash Equivalents and Restricted Cash All highly liquid investments with original maturities of three months or less are considered to be cash equivalents. Included in the Company’s cash and cash equivalents as of March 30, 2024 and April 1, 2023 are credit card receivables of $ 28 million and $ 22 million, respectively, which generally settle within two to three business days. A reconciliation of cash, cash equivalents and restricted cash as of March 30, 2024 and April 1, 2023 from the consolidated balance sheets to the consolidated statements of cash flows is as follows: Fiscal Years Ended March 30, 2024 April 1, 2023 Reconciliation of cash, cash equivalents and restricted cash Cash and cash equivalents $ 199 $ 249 Restricted cash included within prepaid expenses and other current assets 6 7 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 205 $ 256 Inventories Inventories primarily consist of finished goods with the exception of raw materials and work in process. The combined total of raw materials and work in process recorded on the Company’s consolidated balance sheets as of March 30, 2024 and April 1, 2023 were $ 45 million and $ 47 million, respectively. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the weighted-average cost method. Costs include amounts paid to independent manufacturers, plus duties and freight to bring the goods to the Company’s warehouses, as well as shipments to stores. The Company continuously evaluates the composition of its inventory and makes adjustments when the cost of inventory is not expected to be fully recoverable. The net realizable value of the Company’s inventory is estimated based on historical experience, current and forecasted demand and other market conditions. In addition, reserves for inventory losses are estimated based on historical experience and physical inventory counts. The Company’s inventory reserves are estimates, which could vary significantly from actual results if future economic conditions, customer demand or competition differ from expectations. The Company’s historical estimates of these adjustments have not differed materially from actual results. Store Pre-opening Costs Costs associated with the opening of new retail stores and start up activities are expensed as incurred. 80 Table of Contents Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization (carrying value). Depreciation is recorded on a straight-line basis over the expected remaining useful lives of the related assets. Equipment, furniture and fixtures are depreciated over five to seven years , computer hardware and software are depreciated over three to five years . The Company’s share of the cost of constructing in-store shop displays within its wholesale customers’ floor-space (“shop-in-shops”), which is paid directly to third-party suppliers, is capitalized as property and equipment and is generally amortized over a useful life of three to five years . Leasehold improvements are amortized using the straight-line method over the shorter of the estimated remaining useful lives of the related assets or the remaining lease term, including highly probable renewal periods. Maintenance and repairs are charged to expense as incurred. The Company capitalizes, in property and equipment, direct costs incurred during the application development stage and the implementation stage for developing, purchasing or otherwise acquiring software for its internal use. These costs are amortized over the estimated useful lives of the software, generally five years , except for ERP systems which has an estimated useful life of ten years . All costs incurred during the preliminary project stage, including project scoping and identification and testing of alternatives, are expensed as incurred. Definite-lived Intangible Assets The Company’s definite-lived intangible assets consist of trademarks and customer relationships which are stated at cost less accumulated amortization. The Company’s customer relationships are amortized over five to eighteen years . Reacquired rights recorded in connection with the acquisition of Michael Kors (HK) Limited and Subsidiaries (“MKHKL”) are amortized through March 31, 2041, the original expiration date of the Michael Kors license agreement in the Greater China region. The trademark for the Michael Kors brand is amortized over twenty years . Long-lived Assets The Company evaluates all long-lived assets, including operating lease right-of-use assets, property and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. For the purposes of impairment testing, the Company groups long-lived assets at the lowest level of identifiable cash flow. Leasehold improvements are typically amortized over the term of the store lease, including reasonably assured renewals and the shop-in-shops are amortized over a useful life of three to five years . The Company’s impairment testing is based on its best estimate of the future operating cash flows. If the sum of the estimated undiscounted future cash flows associated with the asset is less than the asset’s carrying value, the Company would recognize an impairment charge, which is measured as the amount by which the carrying value exceeds the fair value of the asset. The fair values determined by management require significant judgment and include certain assumptions regarding future sales and expense growth rates, discount rates and estimates of real estate market fair values. As such, these estimates may differ from actual results and are affected by future market and economic conditions. During Fiscal 2024, Fiscal 2023 and Fiscal 2022, the Company recorded impairment charges of $ 88 million, $ 36 million and $ 83 million, respectively, which were primarily related to operating lease right-of-use assets and fixed assets of retail store locations. Please refer to Note 8 and Note 14 for additional information. Goodwill and Other Indefinite-lived Intangible Assets The Company records intangible assets based on their fair value on the date of acquisition. Goodwill is recorded as the difference between the fair value of the purchase consideration and the fair value of the net identifiable tangible and intangible assets acquired. The brand intangible assets recorded in connection with the acquisitions of Versace and Jimmy Choo were determined to be indefinite-lived intangible assets, which are not subject to amortization. The Company performs an impairment assessment of goodwill, as well as the Versace brand and Jimmy Choo brand intangible assets on an annual basis, or whenever impairment indicators exist. In the absence of any impairment indicators, goodwill, the Versace brand and the Jimmy Choo brand are assessed for impairment during the fourth quarter of each fiscal year. Judgments regarding the existence of impairment indicators are based on market conditions and operational performance of the business. The Company may assess its goodwill and its brand intangible assets for impairment initially using a qualitative approach to determine whether it is more likely than not that the fair value of these assets is greater than their carrying value. When performing a qualitative test, the Company assesses various factors, including industry and market conditions, macroeconomic conditions and performance of its businesses. If the results of the qualitative assessment indicate that it is more likely than not that the goodwill and other indefinite-lived intangible assets are impaired, a quantitative impairment analysis is 81 Table of Contents performed to determine if impairment is required. The Company may also elect to perform a quantitative analysis of goodwill and its indefinite-lived intangible assets initially rather than using a qualitative approach. The impairment testing for goodwill is performed at the reporting unit level. The Company uses industry accepted valuation models and set criteria that are reviewed and approved by various levels of management and, in certain instances, it engages independent third-party valuation specialists. To determine the fair value of a reporting unit, the Company uses a combination of the income and market approaches, when applicable. The Company believes the blended use of both models, when applicable, compensates for the inherent risk associated with either model if used on a stand-alone basis, and this combination is indicative of the factors a market participant would consider when performing a similar valuation. If the fair value of a reporting unit exceeds the related carrying value, the reporting unit’s goodwill is considered not to be impaired and no further testing is performed. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recorded for the difference. These valuations are affected by certain estimates, including future revenue growth rates, future operating expense growth rates, gross margins, discount rates and market multiples. Future events could cause us to conclude that impairment indicators exist and goodwill may be impaired. When performing a quantitative impairment assessment of brand intangible assets, the fair value of the Versace and the Jimmy Choo brands is estimated using a discounted cash flow analysis based on the “relief from royalty” method, assuming that a third-party would be willing to pay a royalty in lieu of ownership for this intangible asset. This approach is dependent on many factors, including estimates of future revenue growth rates, royalty rates and discount rates. Actual future results may differ from these estimates. An impairment loss is recognized when the estimated fair value of the brand intangible assets is less than its carrying amount. During the fourth quarter of Fiscal 2024, the Company performed its annual goodwill and indefinite-lived intangible assets impairment analysis for each brand. Based on a qualitative impairment assessment of the Michael Kors reporting units, the Company concluded that it is more likely than not that the fair value of the Michael Kors reporting units exceeded its carrying value and, therefore, was not impaired. The Company elected to perform quantitative impairment analyses for the Versace and Jimmy Choo reporting units, using a combination of income and market approaches to estimate the fair values of these reporting units. The Company also elected to perform a quantitative impairment analysis for the Versace and Jimmy Choo brand intangible assets using an income approach to estimate the fair values. The Company performed its annual goodwill and indefinite-lived intangible asset impairment analysis for the Versace and Jimmy Choo reporting units, using a combination of income and market approaches to estimate the fair value of each brands’ reporting units. The Company also elected to perform a quantitative impairment analysis for both the Versace and Jimmy Choo brand indefinite-lived intangible assets using an income approach to estimate fair values. Based on the results of these assessments, the Company determined there was no impairment for the Jimmy Choo Licensing reporting unit goodwill as the fair value was significantly higher than the related carrying value. Further, the Company concluded that the fair value of the Jimmy Choo Retail and Wholesale reporting unit goodwill and Retail and Wholesale brand indefinite-lived intangible assets did not exceed their related carrying amounts and the Company recorded impairment. These impairment charges were primarily related to a decline in revenue expectations driven by a softening demand globally for fashion luxury goods. Accordingly, the Company recorded goodwill impairment charges of $ 192 million related to the Jimmy Choo Retail and Wholesale reporting units. The Jimmy Choo Retail reporting unit’s goodwill balance was fully impaired and the Jimmy Choo Wholesale reporting unit had a remaining goodwill balance of $ 81 million. The Company also recorded impairment charges of $ 70 million related to the Jimmy Choo Retail and Wholesale brand intangible assets that have remaining balances of $ 152 million and $ 63 million, respectively. The impairment charges were recorded within impairment of assets on the Company’s consolidated statements of operations and comprehensive (loss) income for the fiscal year ended March 30, 2024. Further, based on the results of these assessments, the Company determined that there was no impairment for the Versace Retail and Licensing reporting units, as the fair values of these reporting units significantly exceeded the related carrying amounts. Also, there was no impairment for the Versace Wholesale reporting unit as its fair value was approximately 3 % higher than the carrying value which has a goodwill balance of $ 284 million. Additionally, the fair value of the Versace Retail and Wholesale brand indefinite-lived intangible assets did not exceed their related carrying amounts. These impairment charges were primarily related to a slowdown in revenue driven by softening demand globally for fashion luxury goods. During Fiscal 2024, the Company recorded $ 227 million related to the Versace Retail and Wholesale brand intangible assets that have remaining balances of $ 507 million and $ 162 million, respectively. The impairment charges were recorded within impairment of assets on the Company’s consolidated statements of operations and comprehensive (loss) income for the fiscal year ended March 30, 2024. 82 Table of Contents In Fiscal 2023, the Company recorded impairment charges of $ 82 million related to the Jimmy Choo retail and Jimmy Choo licensing reporting units and $ 24 million related to the Jimmy Choo brand intangible assets. The impairment charges were recorded within impairment of assets on the Company’s consolidated statement of operations and comprehensive (loss) income for the fiscal year ended April 1, 2023. In Fiscal 2022, the Company did no t incur any impairment charges. See Note 9 for information relating to the Company’s annual impairment analysis performed during the fourth quarter of Fiscal 2024, Fiscal 2023 and Fiscal 2022. It is possible that the Company’s conclusions regarding impairment or recoverability of goodwill or other indefinite-lived intangible assets could change in future periods if, for example, (i) the Company’s businesses do not perform as projected, (ii) overall economic conditions in future years vary from current assumptions, (iii) business conditions or strategies change from current assumptions, (iv) discount rates change, (v) market multiples change or (vi) the identification of the Company’s reporting units change, among other factors. Such changes could result in a future impairment charges to goodwill and/or other indefinite-lived intangible assets. Insurance The Company uses a combination of third-party insurance coverage and self-insurance programs, including a wholly-owned captive insurance entity, to mitigate certain risks, including workers’ compensation and employee-related health care benefits. The Company also maintains stop-loss coverage with third-party insurers to limit its exposure arising from certain claims. Self-insurance claims filed and claims incurred but not reported are accrued based upon management’s estimates of the discounted cost for self-insured claims incurred using actuarial assumptions, historical loss experience, actual payroll and other data. Although the Company believes that it can reasonably estimate losses related to these claims, actual results could differ from these estimates. The Company also maintains other types of customary business insurance policies, including general liability, directors and officers, marine transport and inventory and business interruption insurance. Insurance recoveries represent gain contingencies and are recorded upon actual settlement with the insurance carrier. Share-based Compensation The Company grants share-based awards to certain employees and directors of the Company. The grant date fair value of share options is calculated using the Black-Scholes option pricing model. The Company uses its own historical experience in determining the expected holding period and volatility of its time-based share option awards. The risk-free interest rate is derived from the zero-coupon United States (“U.S.”) Treasury Strips yield curve based on the grant’s estimated holding period. Determining the grant date fair value of share-based awards requires considerable judgment, including estimating expected volatility, expected term and risk-free rate. If factors change and the Company employs different assumptions, the fair value of future awards and the resulting share-based compensation expense may differ significantly from what the Company has estimated in the past. The closing market price of the Company’s shares on the date of grant is used to determine the grant date fair value of restricted shares, time-based restricted stock units (“RSUs”) and performance-based RSUs. These fair values are recognized as expense over the requisite service period, net of estimated forfeitures, based on expected attainment of pre-established performance goals for performance grants, or the passage of time for those grants which have only time-based vesting requirements. Foreign Currency Translation and Transactions The financial statements of the majority of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. The Company’s functional currency is the United States Dollar (“USD”) for Capri and its United States based subsidiaries. Assets and liabilities are translated using period-end exchange rates, while revenues and expenses are translated using average exchange rates over the reporting period. The resulting translation adjustments are recorded separately in shareholders’ equity as a component of accumulated other comprehensive income. Foreign currency income and loss resulting from the re-measuring of transactions denominated in a currency other than the functional currency of a particular entity are included in foreign currency loss on the Company’s consolidated statements of operations and comprehensive (loss) income. 83 Table of Contents Derivative Financial Instruments Forward Foreign Currency Exchange Contracts The Company uses forward foreign currency exchange contracts to manage its exposure to fluctuations in foreign currencies for certain transactions. The Company, in its normal course of business, enters into transactions with foreign suppliers and seeks to minimize risks related to these transactions. The Company employs these forward contracts to hedge the Company’s cash flows, as they relate to transactions denominated in foreign currencies. Certain of these contracts are designated as hedges for accounting purposes, while others remain undesignated. All of the Company’s derivative instruments are recorded in the Company’s consolidated balance sheets at fair value on a gross basis, regardless of their hedge designation. The Company designates certain contracts related to the purchase of inventory that qualify for hedge accounting as cash flow hedges. Formal hedge documentation is prepared for all derivative instruments designated as hedges, including a description of the hedged transaction, the hedging instrument and the risk being hedged. The changes in the fair value for contracts designated as cash flow hedges are recorded in equity as a component of accumulated other comprehensive income until the hedged item affects earnings. When the inventory related to forecasted inventory purchases that are being hedged is sold to a third-party, the gains or losses deferred in accumulated other comprehensive income are recognized within cost of goods sold. The Company uses regression analysis to assess effectiveness of derivative instruments that are designated as hedges, which compares the change in the fair value of the derivative instrument to the change in the related hedged item. If the hedge is no longer expected to be highly effective, future changes in the fair value are recognized in earnings. For those contracts that are not designated as hedges, changes in the fair value are recorded to foreign currency loss in the Company’s consolidated statements of operations and comprehensive (loss) income. The Company classifies cash flows relating to its forward foreign currency exchange contracts related to purchase of inventory consistently with the classification of the hedged item, within cash flows from operating activities. The Company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. In order to mitigate counterparty credit risk, the Company only enters into contracts with carefully selected financial institutions based upon their credit ratings and certain other financial factors, adhering to established limits for credit exposure. The aforementioned forward contracts generally have a term of no more than 12 months. The period of these contracts is directly related to the transactions they are intended to hedge. Net Investment Hedges The Company also uses cross currency swap agreements to hedge its net investments in foreign operations against future volatility in the exchange rates between different currencies. The Company has elected the spot method of designating these contracts under ASU 2017-12, “ Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, ” and has designated these contracts as net investment hedges. The net gain or loss on the net investment hedge is reported within foreign currency translation income (loss) (“CTA”), as a component of accumulated other comprehensive income on the Company’s consolidated balance sheets. Interest accruals and coupon payments are recognized directly in interest expense (income), net, in the Company’s consolidated statements of operations and comprehensive (loss) income. Upon discontinuation of a hedge, all previously recognized amounts remain in CTA until the net investment is sold or liquidated. Fair Value Hedges When a cross-currency swap is designated as a fair value hedge and qualifies as highly effective, the fair value hedge will be recorded at fair value each period on the Company’s consolidated balance sheets, with the difference resulting from the changes in the spot rate recognized in foreign currency loss on the Company’s consolidated statements of operations and comprehensive (loss) income, which will offset the earnings impact of the original transaction being hedged. If the fair value hedge is terminated and the underlying intercompany loans are settled, the accumulated other comprehensive income (“AOCI”) remaining from the hedge at the time of termination will be reclassified to foreign currency loss on the Company’s consolidated statements of operations and comprehensive (loss) income. Income Taxes Deferred income tax assets and liabilities provide for temporary differences between the tax bases and financial reporting bases of the Company’s assets and liabilities using the tax rates and laws in effect for the periods in which the differences are expected to reverse. The Company periodically assesses the realizability of deferred tax assets and the adequacy of deferred tax liabilities, based on the results of local, state, federal or foreign statutory tax audits or estimates and judgments used. 84 Table of Contents Realization of deferred tax assets associated with net operating loss and tax credit carryforwards are dependent upon generating sufficient taxable income prior to their expiration in the applicable tax jurisdiction. The Company periodically reviews the recoverability of its deferred tax assets and provides valuation allowances, as deemed necessary, to reduce deferred tax assets to amounts that more-likely-than-not will be realized. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings within various taxing jurisdictions, expectations of future taxable income, the carryforward periods remaining and other factors. Changes in the required valuation allowance are recorded in income in the period such determination is made. Deferred tax assets could be reduced in the future if the Company’s estimates of taxable income during the carryforward period are significantly reduced or alternative tax strategies are no longer viable. The Company recognizes the impact of an uncertain income tax position taken on its income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will be recognized if it has less than a 50% likelihood of being sustained. The tax positions are analyzed periodically (at least quarterly) and adjustments are made as events occur that warrant adjustments for those positions. The Company records interest expense and penalties payable to relevant tax authorities as income tax expense. Leases The Company leases retail stores, office space and warehouse space under operating lease agreements that expire at various dates through September 2043. The Company’s leases generally have terms of up to ten years , generally require fixed rent payments and may require the payment of additional rent if store sales exceed a negotiated amount. Although most of the Company’s equipment is owned, the Company has limited equipment leases that expire on various dates through April 2028. The Company acts as sublessor in certain leasing arrangements, primarily related to closed stores under its restructuring initiatives, as defined in Note 11. Fixed sublease payments received are recognized on a straight-line basis over the sublease term. The Company determines the sublease term based on the date it provides possession to the subtenant through the expiration date of the sublease. The Company recognizes operating lease right-of-use assets and lease liabilities at lease commencement date, based on the present value of fixed lease payments over the expected lease term. The Company uses its incremental borrowing rates to determine the present value of fixed lease payments based on the information available at the lease commencement date, as the rate implicit in the lease is not readily determinable for the Company’s leases. The Company’s incremental borrowing rates are based on the term of the leases, the economic environment of the leases and reflect the expected interest rate it would incur to borrow on a secured basis. Certain leases include one or more renewal options, generally for the same period as the initial term of the lease. The exercise of lease renewal options is generally at the Company’s sole discretion and as such, the Company typically determines that exercise of these renewal options is not reasonably certain. As a result, the Company generally does not include the renewal option period in the expected lease term and the associated lease payments are not included in the measurement of the operating lease right-of-use asset and lease liability. Certain leases also contain termination options with an associated penalty. Generally, the Company is reasonably certain not to exercise these options and as such, they are not included in the determination of the expected lease term. The Company recognizes operating lease expense on a straight-line basis over the lease term. Leases with an initial lease term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for its short-term leases on a straight-line basis over the lease term. The Company’s leases generally provide for payments of non-lease components, such as common area maintenance, real estate taxes and other costs associated with the leased property. The Company accounts for lease and non-lease components of its real estate leases together as a single lease component and, as such, includes fixed payments of non-lease components in the measurement of the operating lease right-of-use assets and lease liabilities for its real estate leases. Variable lease payments, such as percentage rentals based on location sales, periodic adjustments for inflation, reimbursement of real estate taxes, any variable common area maintenance and any other variable costs associated with the leased property, are expensed as incurred as variable lease costs and are not recorded on the balance sheet. The Company’s lease agreements do not contain any material residual value guarantees or material restrictions or covenants. Debt Issuance Costs and Unamortized Discounts The Company defers debt issuance costs directly associated with acquiring third-party financing. These debt issuance costs and any discounts on issued debt are amortized on a straight-line basis, which approximates the effective interest method, as interest expense over the term of the related indebtedness. Deferred financing fees associated with the Company’s Revolving Credit Facilities are primarily recorded within other assets in the Company’s consolidated balance sheets. Deferred financing 85 Table of Contents fees and unamortized discounts associated with the Company’s other borrowings are primarily recorded as an offset to long-term debt in the Company’s consolidated balance sheets. See Note 12 for additional information. Net (Loss) Income per Share The Company’s basic net (loss) income per ordinary share is calculated by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period. Diluted net (loss) income per ordinary share reflects the potential dilution that would occur if RSUs or any other potentially dilutive instruments, including share option grants, were converted or exercised into ordinary shares. These potentially dilutive securities are included in diluted shares to the extent they are dilutive under the treasury stock method for the applicable periods. Performance-based RSUs are included in diluted shares if the related performance conditions are considered satisfied as of the end of the reporting period and to the extent they are dilutive under the treasury stock method. The components of the calculation of basic net (loss) income per ordinary share and diluted net (loss) income per ordinary share are as follows (in millions, except share and per share data): Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 Numerator: Net (loss) income attributable to Capri $ ( 229 ) $ 616 $ 822 Denominator: Basic weighted average shares 117,014,420 132,532,009 149,724,675 Weighted average dilutive share equivalents: Share options, restricted stock units, and performance restricted stock units — 1,470,471 2,773,232 Diluted weighted average shares 117,014,420 134,002,480 152,497,907 Basic net (loss) income per share (1) $ ( 1.96 ) $ 4.65 $ 5.49 Diluted net (loss) income per share (1) $ ( 1.96 ) $ 4.60 $ 5.39 (1) Basic and diluted net (loss) income per share are calculated using unrounded numbers. Diluted net loss per share attributable to Capri for Fiscal 2024 excluded all potentially dilutive securities because there was a net loss attributable to Capri for the period and, as such, the inclusion of these securities would have been anti-dilutive. Share equivalents of 457,722 shares and 360,378 shares for Fiscal 2023 and Fiscal 2022, respectively, have been excluded from the above calculation due to their anti-dilutive effect. Noncontrolling Interest The Company has an ownership interest in the Michael Kors Latin American joint venture, MK (Panama) Holdings, S.A. and subsidiaries of 75 %, an ownership interest in the Jimmy Choo EMEA joint venture JC Gulf Trading LLC of 49 % and an ownership interest in the Jimmy Choo Macau joint venture J. Choo (Macau) Co. Limited of 70 %. Recently Adopted Accounting Pronouncements Government Assistance Disclosures In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-10, “Disclosures by Business Entities about Government Assistance”, which requires all businesses provide annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. These disclosures include providing the nature of the transactions and the related accounting policy used to account for the transactions, the amounts and financial statement line items impacted by these transactions, and the significant terms and conditions of these transactions, including commitments and contingencies related to such transactions. ASU 2021-10 is effective for the Company beginning in its Fiscal 2023 with early adoption permitted. The Company early adopted ASU 2021-10 during the third quarter of Fiscal 2022 and will continue to utilize the grant accounting model. 86 Table of Contents Supplier Finance Programs In September 2022, the FASB issued ASU 2022-04, “Disclosure of Supplier Finance Program Obligations” which makes a number of changes. The amendments require a buyer in a supplier finance program to disclose sufficient information about the program to allow users of the financial statements to understand the program’s nature, activity during the period, changes from period to period and potential magnitude. The amendments in this update do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs. The Company adopted the update in the first quarter of Fiscal 2024 on a retrospective basis, except for the requirement to disclose rollforward information, which will be effective for the Company in the first quarter of Fiscal 2025 on a prospective basis. See Note 12 for the Company’s disclosures relating to this update. Recently Issued Accounting Pronouncements The Company has considered all new accounting pronouncements and, other than the recent pronouncements discussed below, has concluded that there are no new pronouncements that may have a material impact on the Company’s results of operations, financial condition or cash flows based on current information. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ending 2025, and subsequent interim periods, with early adoption permitted. The Company is evaluating the impact of adopting this ASU on the consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, to enhance transparency and decision usefulness of income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis, with early adoption permitted. The Company is evaluating the impact of adopting this ASU on the consolidated financial statements and related disclosures. 4. Revenue Recognition The Company accounts for contracts with its customers when there is approval and commitment from both parties, the rights of the parties and payment terms have been identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for goods or services. The Company sells its products through three primary channels of distribution: retail, wholesale and licensing. Within the retail and wholesale channels, substantially all of the Company’s revenues consist of sales of products that represent a single performance obligation, where control transfers at a point in time to the customer. For licensing arrangements, royalty and advertising revenue is recognized over time based on access provided to the Company’s brands. The Company has chosen to apply the practical expedient allowing it not to disclose the amount of the transaction price allocated to remaining performance obligations that have an expected duration of 12 months or less. Retail The Company generates sales through directly operated stores and e-commerce sites throughout the Americas (United States, Canada and Latin America), certain parts of EMEA (Europe, Middle East and Africa) and certain parts of Asia (Asia and Oceania). Retail revenue is recognized when control of the product is transferred at the point of sale at Company owned stores, including concessions. For e-commerce transactions, control is transferred and revenue is recognized when products are delivered to the customer. To arrive at net sales for retail, gross sales are reduced by actual customer returns, as well as by a provision for estimated future customer returns. Sales tax collected from retail customers are presented on a net basis and, as such, are excluded from revenue. Shipping and handling costs that are billed to customers are included in net sales, with the related costs recorded in cost of goods sold. Shipping and handling costs that are not billed to customers are accounted for as fulfillment costs. 87 Table of Contents Gift Cards. The Company sells gift cards that can be redeemed for merchandise, resulting in a contract liability upon issuance. Revenue is recognized when a gift card is redeemed or upon “breakage” for the estimated portion of gift cards that are not expected to be redeemed. “Breakage” revenue is calculated under the proportional redemption methodology, which considers the historical patterns of redemption in jurisdictions where the Company is not required to remit the value of the unredeemed gift cards as unclaimed property. The Company anticipates that substantially all of its outstanding gift cards will be redeemed within the next 12 months. The contract liability related to gift cards, net of estimated “breakage,” was $ 15 million and $ 14 million as of March 30, 2024 and April 1, 2023, respectively, and is included in accrued expenses and other current liabilities in the Company’s consolidated balance sheets. Loyalty Program . The Company offers a loyalty program, which allows its Michael Kors North America customers to earn points on qualifying purchases toward monetary and non-monetary rewards, which may be redeemed for purchases at Michael Kors retail stores and e-commerce sites. The Company defers a portion of the initial sales transaction based on the estimated relative fair value of the benefits based on projected timing of future redemptions and historical activity. These amounts include estimated “breakage” for points that are not expected to be redeemed. Wholesale The Company’s products are sold primarily to major department stores, specialty stores and travel retail shops throughout the Americas, EMEA and Asia. The Company also has arrangements where its products are sold to geographic licensees in certain parts of EMEA, Asia and South America. Wholesale revenue is recognized net of estimates for sales returns, discounts, markdowns and allowances, when merchandise is shipped and control of the underlying product is transferred to the Company’s wholesale customers. To arrive at net sales for wholesale, gross sales are reduced by provisions for estimated future returns, as well as trade discounts, markdowns, allowances, operational chargebacks and certain cooperative selling expenses. These estimates are developed based on historical trends, actual and forecasted performance and market conditions, and are reviewed by management on a quarterly basis. Unfulfilled, non-cancelable purchase orders for products from wholesale customers (including the Company’s geographic licensees) are expected to be fulfilled within the next 12 months. Licensing The Company provides its third-party licensees with the right to access its Versace, Jimmy Choo and Michael Kors trademarks under product and geographic licensing arrangements. Under product licensing arrangements, the Company allows third-parties to manufacture and sell luxury goods, including watches and jewelry, fragrances, eyewear and home furnishings, using the Company’s trademarks. Under geographic licensing arrangements, third-party licensees receive the right to distribute and sell products bearing the Company’s trademarks in retail and/or wholesale channels within certain geographical areas, including Brazil, the Middle East, Eastern Europe, South Africa and certain parts of Asia. The Company recognizes royalty revenue and advertising contributions based on the percentage of sales made by the licensees. Advertising contributions are received to support the Company’s branded advertising and marketing campaigns and are viewed as part of a single performance obligation with the right to access the Company’s trademarks. Royalty revenue generated from licenses, which includes contributions for advertising, may be subject to contractual minimum levels, as defined in the contract. Such minimums are generally fixed annually, based on the previous year’s sales. Licensing revenue is based on reported current period sales of licensed products at rates that are specified in the license agreements for contracts that are expected to exceed the related guaranteed minimums. If the Company expects the minimum guaranteed amounts to exceed amounts calculated based on actual sales, the guaranteed minimums are recognized ratably over the contractual year to which they relate. Generally, the Company’s guaranteed minimum royalty amounts due from licensees relate to contractual periods that do not exceed 12 months, however, some of the Company’s guaranteed minimums for Versace are multi-year based. As of March 30, 2024, contractually guaranteed minimum fees from the Company’s license agreements expected to be recognized as revenue during future periods were as follows (in millions): 88 Table of Contents Contractually Guaranteed Minimum Fees Fiscal 2025 $ 35 Fiscal 2026 32 Fiscal 2027 28 Fiscal 2028 20 Fiscal 2029 17 Fiscal 2030 and thereafter 13 Total $ 145 Sales Returns For the sale of goods with a right of return, the Company recognizes revenue for the consideration for which it expects to be entitled and a refund liability for the amount it expects to refund to its customers within accrued expenses and other current liabilities. The refund liability is estimated based on management’s review of historical and current customer returns for its retail and wholesale customers, estimated future returns, adjusted for non-resalable products. The Company also considers its product strategies, as well as the financial condition of its customers, store closings by wholesale customers, changes in the retail environment and other macroeconomic factors. The Company recognizes an asset with a corresponding adjustment to cost of sales for the right to recover the products from its retail and wholesale customers. The refund liability recorded as of March 30, 2024 and April 1, 2023 was $ 48 million and $ 54 million, respectively, and the related asset for the right to recover returned product as of March 30, 2024 and April 1, 2023 was $ 14 million and $ 17 million, respectively. Contract Balances The Company’s contract liabilities are recorded within accrued expenses and other current liabilities and other long-term liabilities in its consolidated balance sheets depending on the short- or long-term nature of the payments to be recognized. The Company’s contract liabilities primarily consist of gift card liabilities, advanced payments from product licensees and loyalty program liabilities. Total contract liabilities were $ 23 million and $ 36 million as of March 30, 2024 and April 1, 2023, respectively. During Fiscal 2024 and Fiscal 2023, the Company recognized $ 30 million and $ 13 million in revenue, respectively, relating to contract liabilities that existed at April 1, 2023 and April 2, 2022 , respectively. There were no material contract assets recorded as of March 30, 2024 and April 1, 2023. There were no changes in historical variable consideration estimates that were materially different from actual results. 89 Table of Contents Disaggregation of Revenue The following table presents the Company’s segment revenues disaggregated by geographic location (in millions): Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 Versace - the Americas $ 338 $ 408 $ 408 Versace - EMEA 444 468 425 Versace - Asia 248 230 255 Total Versace revenue 1,030 1,106 1,088 Jimmy Choo - the Americas 176 196 175 Jimmy Choo - EMEA 266 255 229 Jimmy Choo - Asia 176 182 209 Total Jimmy Choo revenue 618 633 613 Michael Kors - the Americas 2,298 2,616 2,627 Michael Kors - EMEA 791 819 835 Michael Kors - Asia 433 445 491 Total Michael Kors revenue 3,522 3,880 3,953 Total - the Americas 2,812 3,220 3,210 Total - EMEA 1,501 1,542 1,489 Total - Asia 857 857 955 Total revenue $ 5,170 $ 5,619 $ 5,654 90 Table of Contents 5. Leases The following table presents supplemental balance sheet information related to leases (in millions): Balance Sheet Location March 30, 2024 April 1, 2023 Assets Operating leases Operating lease right-of-use assets $ 1,438 $ 1,330 Liabilities Current: Operating leases Short-term portion of operating lease liabilities $ 400 $ 429 Non-current: Operating leases Long-term portion of operating lease liabilities $ 1,452 $ 1,348 The components of net lease costs for the fiscal year ended March 30, 2024 and April 1, 2023 were as follows (in millions): Consolidated Statement of Operations and Comprehensive (Loss) Income Location March 30, 2024 April 1, 2023 Operating lease cost Selling, general and administrative expenses $ 402 $ 405 Variable lease cost (1) Selling, general and administrative expenses 201 170 Short-term lease cost Selling, general and administrative expenses 3 8 Sublease income Selling, general and administrative expenses ( 7 ) ( 9 ) Total lease cost, net $ 599 $ 574 (1) The Company elected to account for rent concessions negotiated in connection with COVID-19 as if it were contemplated as part of the existing contract and these concessions are recorded as variable lease expense. For the fiscal year ended March 30, 2024, there were no rent concessions due to COVID-19. For the fiscal year ended April 1, 2023, rent concessions due to COVID-19 were $ 14 million. The following table presents the Company’s supplemental cash flow information related to leases (in millions): March 30, 2024 April 1, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 516 $ 501 Non-cash transactions: Lease assets obtained in exchange for new lease liabilities 528 344 Rent concessions due to COVID-19 — 14 91 Table of Contents The following tables summarizes the weighted average remaining lease term and weighted average discount rate related to the Company’s operating lease right-of-use assets and lease liabilities recorded on the balance sheets as of March 30, 2024 and April 1, 2023: March 30, 2024 April 1, 2023 Operating leases: Weighted average remaining lease term (years) 6.6 5.9 Weighted average discount rate 4.3 % 3.3 % At March 30, 2024, the future minimum lease payments under the terms of these noncancelable operating lease agreements are as follows (in millions): March 30, 2024 Fiscal 2025 $ 464 Fiscal 2026 372 Fiscal 2027 291 Fiscal 2028 243 Fiscal 2029 190 Thereafter 600 Total lease payments 2,160 Less: interest ( 308 ) Total lease liabilities $ 1,852 At March 30, 2024, the future minimum sublease income under the terms of these noncancelable operating lease agreements are as follows (in millions): March 30, 2024 Fiscal 2025 $ 10 Fiscal 2026 8 Fiscal 2027 7 Fiscal 2028 7 Fiscal 2029 3 Thereafter 5 Total sublease income $ 40 Additionally, the Company had approximately $ 55 million and $ 139 million of future payment obligations related to executed lease agreements for which the related lease has not yet commenced as of March 30, 2024 and April 1, 2023, respectively. See Note 3 for additional information on the Company’s accounting policies related to leases. 92 Table of Contents 6. Receivables, net Receivables, net, consist of (in millions): March 30, 2024 April 1, 2023 Trade receivables (1) $ 360 $ 412 Receivables due from licensees 19 14 379 426 Less: allowances ( 47 ) ( 57 ) Total receivables, net $ 332 $ 369 (1) As of March 30, 2024 and April 1, 2023, $ 102 million and $ 96 million, respectively, of trade receivables were insured. Receivables are presented net of allowances for discounts, markdowns, operational chargebacks and credit losses. Discounts are based on open invoices where trade discounts have been extended to customers. Markdowns are based on wholesale customers’ sales performance, seasonal negotiations with customers, historical deduction trends and an evaluation of current market conditions. Operational chargebacks are based on deductions taken by customers, net of expected recoveries. Such provisions, and related recoveries, are reflected in revenues. The Company’s allowance for credit losses is determined through analysis of periodic aging of receivables and assessments of collectability based on an evaluation of historic and anticipated trends, the financial condition of the Company’s customers and the impact of general economic conditions. The past due status of a receivable is based on its contractual terms. Amounts deemed uncollectible are written off against the allowance when it is probable the amounts will not be recovered. Allowance for credit losses was $ 13 million and $ 8 million as of March 30, 2024 and April 1, 2023, respectively. The Company had credit losses of $ 6 million, $ 5 million and $ 7 million, respectively, for Fiscal 2024, Fiscal 2023 and Fiscal 2022. 7. Concentration of Credit Risk, Major Customers and Suppliers Financial instruments that subject the Company to concentration of credit risk are cash and cash equivalents and receivables. As part of its ongoing procedures, the Company monitors its concentration of deposits with various financial institutions in order to avoid any undue exposure. The Company mitigates its risk by depositing cash and cash equivalents in major financial institutions. The Company also mitigates its credit risk by obtaining insurance coverage for a portion of its receivables (see Note 6). No individual customer accounted for 10% or more of the Company’s total revenues during Fiscal 2024, Fiscal 2023 or Fiscal 2022. The Company contracts for the purchase of finished goods principally with independent third-party contractors, whereby the contractor is generally responsible for all manufacturing processes. Although the Company does not have any long-term agreements with any of its manufacturing contractors, the Company believes it has mutually satisfactory relationships with them. The Company allocates product manufacturing among agents and contractors based on their capabilities, the availability of production capacity, quality, pricing and delivery. The inability of certain contractors to provide needed services on a timely basis could adversely affect the Company’s operations and financial condition. For Fiscal 2024, Fiscal 2023 and Fiscal 2022, one contractor accounted for approximately 12 %, 15 % and 17 %, respectively, of the Company’s total finished goods purchases, based on dollar volume. The Company also has relationships with various agents who source finished goods with numerous contractors on behalf of its Michael Kors brand. For Fiscal 2024, Fiscal 2023 and Fiscal 2022, one agent sourced approximately 14 %, 15 % and 14 %, respectively, of Michael Kors finished goods, based on dollar volume. 93 Table of Contents 8. Property and Equipment, net Property and equipment, net, consists of (in millions): March 30, 2024 April 1, 2023 Leasehold improvements $ 535 $ 577 Computer equipment and software 279 237 Furniture and fixtures 187 216 Equipment 112 106 Building 49 48 In-store shops 43 44 Land 18 18 Total property and equipment, gross 1,223 1,246 Less: accumulated depreciation and amortization ( 726 ) ( 784 ) Subtotal 497 462 Construction-in-progress 82 90 Total property and equipment, net $ 579 $ 552 Depreciation and amortization of property and equipment for the fiscal years ended March 30, 2024, April 1, 2023, and April 2, 2022 totaled $ 143 million, $ 135 million and $ 144 million, respectively. During Fiscal 2024, Fiscal 2023 and Fiscal 2022, the Company recorded property and equipment impairment charges of $ 11 million, $ 3 million and $ 7 million, respectively, primarily related to the Company’s retail store locations. See Note 14 for information related to property and equipment impairment charges. 9. Intangible Assets and Goodwill The following table details the carrying values of the Company’s intangible assets other than goodwill (in millions): March 30, 2024 April 1, 2023 Gross Carrying Amount Accumulated Amortization/Impairment Net Carrying Amount Gross Carrying Amount Accumulated Amortization/Impairment Net Carrying Amount Definite-lived intangible assets: Reacquired rights $ 400 $ 126 $ 274 $ 400 $ 109 $ 291 Trademarks 23 23 — 23 23 — Customer relationships 401 165 236 397 136 261 Total definite-lived intangible assets 824 314 510 820 268 552 Indefinite-lived intangible assets: Jimmy Choo brand (1) 558 343 215 550 273 277 Versace brand (2) 896 227 669 899 — 899 Total indefinite-lived intangible assets 1,454 570 884 1,449 273 1,176 Total intangible assets, excluding goodwill $ 2,278 $ 884 $ 1,394 $ 2,269 $ 541 $ 1,728 (1) The year-over-year change in net carrying amount reflects an impairment charge of $ 70 million and foreign currency translation of $ 8 million for the fiscal year ended March 30, 2024. For the fiscal year ended April 1, 2023, the Company recorded impairment charges of $ 24 million. (2) The year-over-year change in net carrying amount reflects an impairment charge of $ 227 million and foreign currency translation of $ 3 million for the fiscal year ended March 30, 2024. There were no impairment charges for the fiscal year ended April 1, 2023. 94 Table of Contents Reacquired rights relate to the Company’s reacquisition of the rights to use the Michael Kors trademarks and to import, sell, advertise and promote certain of its products in the previously licensed territories in the Greater China region and are being amortized through March 31, 2041, the expiration date of the former licensing agreement. The trademarks relate to the Michael Kors brand name and are amortized over twenty years . Customer relationships are generally amortized over five to eighteen years . Amortization expense for the Company’s definite-lived intangibles was $ 45 million, $ 44 million and $ 49 million, respectively, for each of the fiscal years ended March 30, 2024, April 1, 2023 and April 2, 2022. Indefinite-lived intangible assets other than goodwill included the Versace and Jimmy Choo brands, which were recorded in connection with the acquisitions of Versace and Jimmy Choo, and have an indefinite life as they are essential to the Company’s ability to operate the Versace and Jimmy Choo businesses for the foreseeable future. Estimated amortization expense for each of the next five years is as follows (in millions): Fiscal 2025 $ 44 Fiscal 2026 44 Fiscal 2027 44 Fiscal 2028 44 Fiscal 2029 43 Fiscal 2030 and thereafter 291 Total $ 510 The future amortization expense above reflects weighted-average estimated remaining useful lives of seventeen years for reacquired rights and nine years for customer relationships. The following table details the changes in goodwill for each of the Company’s reportable segments (in millions): Versace Jimmy Choo Michael Kors Total Balance at April 2, 2022 $ 874 $ 424 $ 120 $ 1,418 Impairment charges (1) — ( 82 ) — ( 82 ) Foreign currency translation ( 17 ) ( 26 ) — ( 43 ) Balance at April 1, 2023 857 316 120 1,293 Impairment charges (1) — ( 192 ) — ( 192 ) Foreign currency translation ( 4 ) 9 — 5 Balance at March 30, 2024 $ 853 $ 133 $ 120 $ 1,106 (1) The Company recorded impairment charges of $ 192 million during Fiscal 2024 related to the Jimmy Choo retail and wholesale reporting units. As of March 30, 2024, the Company had accumulated impairment charges of $ 539 million related to its Jimmy Choo reporting units. The Company’s goodwill and the Versace and Jimmy Choo brands are not subject to amortization but are evaluated for impairment annually in the last quarter of each fiscal year, or whenever impairment indicators exist. During the fourth quarter of Fiscal 2024, the Company performed its annual goodwill and indefinite-lived intangible asset impairment analysis. The Company performed its goodwill impairment assessment for its Michael Kors reporting units using a qualitative assessment. Based on the results of the Company’s qualitative impairment assessment, the Company concluded that it is more likely than not that the fair value of the Michael Kors’ reporting units exceeded their carrying values and, therefore, were not impaired. The Company performed its annual goodwill and indefinite-lived intangible asset impairment analysis for both the Versace and Jimmy Choo reporting units, using a combination of income and market approaches to estimate the fair value of each brands’ reporting units. The Company also elected to perform an impairment analysis for both the Versace and Jimmy Choo brand indefinite-lived intangible assets using an income approach to estimate their fair values. Based on the results of these assessments, the Company determined there was no impairment for the Jimmy Choo Licensing reporting unit goodwill and Versace reporting units goodwill as the fair values of the reporting units and the brand intangible assets exceeded the related carrying amounts. 95 Table of Contents However, the Company concluded that the fair value of the Jimmy Choo Retail and Wholesale reporting units goodwill and Retail and Wholesale brand indefinite-lived intangible assets did not exceed their related carrying amounts and recorded impairment charges. These impairment charges were primarily related to a continued decline in revenue trends from prior expectations. Additionally, the Versace Retail and Wholesale brand indefinite-lived intangible assets did not exceed their related carrying amounts. These impairment charges were primarily related to a slowdown in revenue driven predominantly by softening demand globally for fashion luxury goods. Accordingly, the Company recorded goodwill impairment charges of $ 192 million related to the Jimmy Choo Retail and Wholesale reporting units, $ 70 million related to the Jimmy Choo Retail and Wholesale brand intangible assets and $ 227 million related to the Versace Retail and Wholesale brand intangible assets during Fiscal 2024. In total, $ 489 million of impairment was recorded related to goodwill and indefinite lived intangible assets within impairment of assets on the Company’s consolidated statement of operations and comprehensive (loss) income for the fiscal year ended March 30, 2024. In Fiscal 2023, the Company recorded goodwill impairment charges of $ 82 million related to the Jimmy Choo Retail and Wholesale reporting units and $ 24 million related to the Jimmy Choo brand intangible assets. The impairment charges were recorded within impairment of assets on the Company’s consolidated statement of operations and comprehensive (loss) income for the fiscal year ended April 1, 2023. In Fiscal 2022, the Company did no t incur any impairment charges. See Note 14 for additional information. 10. Current Assets and Current Liabilities Prepaid expenses and other current assets consist of the following (in millions): March 30, 2024 April 1, 2023 Prepaid taxes $ 88 $ 105 Interest receivable related to hedges 42 10 Prepaid contracts 21 22 Other accounts receivables 8 10 Other 56 48 Total prepaid expenses and other current assets $ 215 $ 195 Accrued expenses and other current liabilities consist of the following (in millions): March 30, 2024 April 1, 2023 Return liabilities $ 48 $ 54 Accrued capital expenditures 35 33 Other taxes payable 29 32 Accrued advertising and marketing 29 26 Restructuring liability 22 1 Professional services 18 14 Accrued rent (1) 17 18 Accrued interest 17 16 Accrued purchases and samples 16 8 Gift and retail store credits 15 14 Advance royalties 4 18 Accrued litigation 4 12 Other 56 68 Total accrued expenses and other current liabilities $ 310 $ 314 (1) The accrued rent balance relates to variable lease payments. 96 Table of Contents 11. Restructuring and Other Expense Restructuring Charges - Global Optimization Plan During the fourth quarter of Fiscal 2024, the Board of Directors of the Company approved a Global Optimization Plan in order to streamline the Company’s operating model, maximize efficiency and support long-term profitable growth. During Fiscal 2024, the Company closed 7 of its retail stores which have been incorporated into the Global Optimization Plan. Net restructuring expenses recorded in connection with the Global Optimization Plan during Fiscal 2024 was $ 26 million, of which $ 22 million were related to organizational efficiency initiatives consisting primarily of severance and employee-related costs and $ 4 million of lease termination and other store closure costs. The below table presents a roll forward of the Company’s restructuring liability related to its Global Optimization Plan (in millions): Severance and benefit costs Lease-related and other costs Total Balance at April 1, 2023 $ — $ — $ — Additions charged to expense 22 2 (1) 24 Payments ( 1 ) ( 1 ) ( 2 ) Balance at March 30, 2024 $ 21 $ 1 $ 22 (1) Excludes $ 2 million of impairment charges related to operating lease right-of-use assets recorded within restructuring and other expense on the consolidated statement of operations and comprehensive (loss) income for the fiscal year ended March 30, 2024. Other Charges During Fiscal 2024, the Company recorded net costs of $ 7 million primarily related to expenses for equity awards associated with the acquisition of Versace and severance for certain employees, partially offset by a $ 10 million gain on the sale of a long-lived corporate asset. During Fiscal 2023, the Company recorded costs of $ 16 million primarily relating to equity awards associated with the acquisition of Versace. During Fiscal 2022, the Company recorded costs of $ 33 million primarily relating to equity awards associated with the acquisition of Versace and the closure of certain corporate locations. Restructuring Charges - Capri Retail Store Optimization Program During Fiscal 2022, the Company completed its plan to close certain retail stores as part of its Capri Retail Store Optimization Program closing a total of 66 stores during Fiscal 2022. Net restructuring charges recorded in connection with the Capri Retail Store Optimization Program was $ 9 million during Fiscal 2022. There were no charges related to the Capri Retail Store Optimization Program in Fiscal 2023. 97 Table of Contents 12. Debt Obligations The following table presents the Company’s debt obligations (in millions): March 30, 2024 April 1, 2023 Revolving Credit Facilities $ 764 $ 874 Versace Term Loan 486 488 Senior Notes due 2024 (1) 450 450 Other 24 17 Total debt 1,724 1,829 Less: Unamortized debt issuance costs 1 2 Total carrying value of debt 1,723 1,827 Less: Short-term debt (1) 462 5 Total long-term debt $ 1,261 $ 1,822 (1) As of March 30, 2024, the Senior Notes, due in November 2024, are recorded within short-term debt on the Company’s consolidated balance sheets. Senior Revolving Credit Facility On July 1, 2022, the Company entered into a revolving credit facility (the “2022 Credit Facility”) with, among others, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent (the “Administrative Agent”), which refinanced its existing senior unsecured revolving credit facility. The Company, a U.S. subsidiary of the Company, a Canadian subsidiary of the Company, a Dutch subsidiary of the Company and a Swiss subsidiary of the Company are the borrowers under the 2022 Credit Facility, and the borrowers and certain subsidiaries of the Company provide unsecured guaranties of the 2022 Credit Facility. The 2022 Credit Facility replaced the third amended and restated senior unsecured credit facility, dated as of November 15, 2018 (the “2018 Credit Facility”). The 2022 Credit Facility provides for a $ 1.5 billion revolving credit facility (the “2022 Revolving Credit Facility”), which may be denominated in U.S. Dollars and other currencies, including Euros, Canadian Dollars, Pounds Sterling, Japanese Yen and Swiss Francs. The 2022 Revolving Credit Facility also includes sub-facilities for the issuance of letters of credit of up to $ 125 million and swing line loans at the Administrative Agent’s discretion of up to $ 100 million. The Company has the ability to expand its borrowing availability under the 2022 Credit Facility in the form of increased revolving commitments or one or more tranches of term loans by up to an additional $ 500 million, subject to the agreement of the participating lenders and certain other customary conditions. Borrowings under the 2022 Credit Facility bear interest, at the Company’s option, at the following rates: • For loans denominated in U.S. Dollars, (A) an alternate base rate, which is the greatest of (a) the prime rate publicly announced from time to time by JPMorgan Chase, (b) the greater of the federal funds effective rate and the Federal Reserve Bank of New York overnight bank funding rate and zero , plus 50 basis points, and (c) the greater of term Secured Overnight Financing Rate (“SOFR”) for an interest period of one month plus 10 basis points and zero , plus 100 basis points, (B) the greater of term SOFR for the applicable interest period plus 10 basis points (“Adjusted Term SOFR”) and zero or (C) the greater of daily simple SOFR plus 10 basis points and zero ; • For loans denominated in Pounds Sterling, the greater of Secured Overnight Index Average (“SONIA”) and zero ; • For loans denominated in Swiss Francs, the greater of Swiss Average Rate Overnight (“SARON”) and zero ; • For loans denominated in Euro, the greater of Euro Interbank Offer Rate (“EURIBOR”) for the applicable interest period adjusted for statutory reserve requirements (“Adjusted EURIBOR Rate”) and zero ; • For loans denominated in Canadian Dollars, the greater of the rate applicable to Canadian Dollar Canadian banker’s acceptances quoted on Reuters for the applicable interest period adjusted for statutory reserve requirements (“Adjusted CDOR Rate”) and zero ; and • For loans denominated in Japanese Yen, the greater of Tokyo Interbank Offer Rate (“TIBOR”) for the applicable interest period adjusted for statutory reserve requirements (“Adjusted TIBOR Rate”) and zero ; in each case, plus an applicable margin based on the Company’s public debt ratings and/or net leverage ratio. The 2022 Credit Facility provides for an annual administration fee and a commitment fee equal to 7.5 basis points to 17.5 basis points per annum, which was 15.0 basis points as of March 30, 2024. The fees are based on the Company’s public debt ratings and/or net leverage ratio, applied to the average daily unused amount of the 2022 Credit Facility. 98 Table of Contents Loans under the 2022 Credit Facility may be prepaid and commitments may be terminated or reduced by the borrowers without premium or penalty other than customary “breakage” costs with respect to loans bearing interest based upon Adjusted Term SOFR, the Adjusted EURIBOR Rate, the Adjusted CDOR Rate and the Adjusted TIBOR Rate. The 2022 Credit Facility requires the Company to maintain a net leverage ratio as of the end of each fiscal quarter of no greater than 4.0 to 1.0. Such net leverage ratio is calculated as the ratio of the sum of total indebtedness as of the date of the measurement plus the capitalized amount of all operating lease obligations, minus unrestricted cash and cash equivalents not to exceed $ 200 million, to Consolidated EBITDAR for the last four consecutive fiscal quarters. Consolidated EBITDAR is defined as consolidated net income plus provision for taxes based on income, profits or capital, net interest expense, depreciation and amortization expense, consolidated rent expense and other non-cash losses, charge and expenses, subject to certain additions and deductions. The 2022 Credit Facility also includes covenants that limit additional indebtedness, liens, acquisitions and other investments, restricted payments and affiliate transactions. The 2022 Credit Facility also contains events of default customary for financings of this type, including, but not limited to, payment defaults, material inaccuracy of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy or insolvency, certain events under the Employee Retirement Income Security Act, material judgments, actual or asserted failure of any guaranty supporting the 2022 Credit Facility to be in full force and effect, and changes of control. If such an event of default occurs and is continuing, the lenders under the 2022 Credit Facility would be entitled to take various actions, including, but not limited to, terminating the commitments and accelerating amounts outstanding under the 2022 Credit Facility. The Company had $ 764 million and $ 874 million of borrowings outstanding under the 2022 Revolving Credit Facility as of March 30, 2024 and April 1, 2023, respectively. In addition, stand-by letters of credit of $ 2 million and $ 3 million were outstanding as of March 30, 2024 and April 1, 2023, respectively. At March 30, 2024 and April 1, 2023, the amount available for future borrowings under the 2022 Revolving Credit Facility were $ 734 million and $ 623 million, respectively. The Company had $ 5 million and $ 6 million of deferred financing fees related to Revolving Credit Facilities as of March 30, 2024 and April 1, 2023, respectively, and are recorded within other assets in the Company’s consolidated balance sheets. Versace Term Loan On December 5, 2022, Gianni Versace S.r.l., a wholly owned subsidiary of Capri Holdings Limited, entered into a credit facility with Intesa Sanpaolo S.p.A., Banco Nazionale del Lavoro S.p.A., and UniCredit S.p.A., as arrangers and lenders, and Intesa Sanpaolo S.p.A., as agent, which provides a senior unsecured term loan (the “Versace Term Loan”) in an aggregate principal amount of € 450 million (approximately $ 486 million). The Versace Term Loan is not subject to amortization and matures on December 5, 2025. The Company provides an unsecured guaranty of the Versace Term Loan. The Versace Term Loan bears interest at a rate per annum equal to the greater of EURIBOR for the applicable interest period and zero, plus a margin of 1.35 %. The Versace Term Loan may be prepaid without premium or penalty other than customary “breakage” costs. The Versace Term Loan requires the Company to maintain a net leverage ratio as of the end of each fiscal quarter of no greater than 4.0 to 1.0. Such net leverage ratio is calculated as the ratio of the sum of total indebtedness as of the date of the measurement plus the capitalized amount of all operating lease obligations, minus unrestricted cash and cash equivalents not to exceed $ 200 million, to Consolidated EBITDAR for the last four consecutive fiscal quarters. Consolidated EBITDAR is defined as consolidated net income plus provision for taxes based on income, profits or capital, net interest expense, depreciation and amortization expense, consolidated rent expense and other non-cash losses, charge and expenses, subject to certain additions and deductions. The Versace Term Loan also includes covenants that limit additional financial indebtedness, liens, acquisitions, loans and guarantees, restricted payments and mergers of GIVI Holding S.r.l., Gianni Versace S.r.l. and their respective subsidiaries. The Versace Term Loan contains events of default customary for financings of this type, including, but not limited to payment defaults, material inaccuracy of representations and warranties, covenant defaults, cross-defaults to material financial indebtedness, certain events of bankruptcy or insolvency, illegality or repudiation of any loan document under the Versace Term Loan or any failure thereof to be in full force and effect, and changes of control. If such an event of default occurs and is continuing, the lenders under the Versace Term Loan would be entitled to take various actions, including, but not limited to, accelerating amounts outstanding under the Versace Term Loan. 99 Table of Contents As of March 30, 2024, the carrying value of the Versace Term Loan was $ 485 million, net of $ 1 million of deferred financing fees, which was recorded within long-term debt in the Company’s consolidated balance sheets. As of March 30, 2024, and the date these financial statements were issued, the Company was in compliance with all covenants related to the 2022 Credit Facility and the Versace Term Loan. Senior Notes On October 20, 2017, Michael Kors (USA), Inc. (the “Issuer”), the Company’s wholly owned subsidiary, completed its offering of $ 450 million aggregate principal amount senior notes due November 1, 2024 (the “Senior Notes”), pursuant to an exemption from registration under the Securities Act of 1933, as amended. The Senior Notes were issued under an indenture dated October 20, 2017, among the Issuer, the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (the “Indenture”). The Senior Notes were issued to finance a portion of the Company’s acquisition of Jimmy Choo and certain related refinancing transactions. As of March 30, 2024, the Senior Notes bear interest at a rate of 4.250 % per year, subject to adjustments from time to time if either Moody’s or S&P (or a substitute rating agency therefore) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Senior Notes. Interest on the Senior Notes is payable semi-annually on May 1 and November 1 of each year, beginning on May 1, 2018. The Senior Notes are unsecured and are guaranteed by the Company and its existing and future subsidiaries that guarantee or are borrowers under the 2022 Credit Facility (subject to certain exceptions, including subsidiaries organized in China). The Senior Notes may be redeemed at the Company’s option at any time in whole or in part at a price equal to 100 % of the principal amount, plus accrued and unpaid interest, plus a “make-whole” amount calculated at the applicable Treasury Rate plus 30 basis points. The Senior Notes rank equally in right of payment with all of the Issuer’s and guarantors’ existing and future senior unsecured indebtedness, senior in right of payment to any future subordinated indebtedness, effectively subordinated in right of payment to any of the Company’s subsidiaries’ obligations and any of the Company’s secured obligations, to the extent of the assets securing such obligations. The Indenture contains covenants, including those that limit the Company’s ability to create certain liens and enter into certain sale and leaseback transactions. In the event of a “Change of Control Triggering Event,” as defined in the Indenture, the Issuer will be required to make an offer to repurchase the Senior Notes at a repurchase price in cash equal to 101 % of the aggregate principal amount of the Senior Notes being repurchased plus any unpaid interest. These covenants are subject to important limitations and exceptions, as per the Indenture. As of March 30, 2024, the carrying value of the Senior Notes is $ 450 million, which is recorded within short-term debt in the Company’s consolidated balance sheets. As of April 1, 2023, the carrying value of the Senior Notes was $ 449 million, net of issuance costs and unamortized discount of $ 1 million, which was recorded within long-term debt in the Company’s consolidated balance sheets. Supplier Financing Program The Company offers a supplier financing program which enables certain inventory suppliers, at their sole discretion, to sell their receivables (i.e., the Company’s payment obligations to suppliers) to a financial institution on a non-recourse basis in order to be paid earlier than current payment terms provide. The Company’s obligations, including the amount due and scheduled payment dates, which generally do not exceed 90 days, are not impacted by a suppliers’ decision to participate in this program. The Company does not reimburse suppliers for any costs they incur to participate in the program and their participation is voluntary. The amount outstanding under this program as of March 30, 2024 and April 1, 2023 was $ 11 million and $ 4 million, respectively and is presented as short-term debt in the Company’s consolidated balance sheets. Japan Credit Facility As of March 30, 2024, the Company’s subsidiary in Japan had a short term credit facility (“Japan Credit Facility”) with Mitsubishi UFJ Financial Group (“MUFJ”), which may be used to fund general working capital needs of Michael Kors Japan K.K., subject to the bank’s discretion. The Japan Credit Facility is in effect until the Company’s decides to terminate the revolving line of credit. The Japan Credit Facility provides Michael Kors Japan K.K. with a revolving credit line of up to ¥ 1.0 billion ($ 7 million). The Japan Credit Facility bears interest at a rate posted by the Bank plus 0.300 % two business days prior to 100 Table of Contents the date of borrowing or the date of interest renewal. As of March 30, 2024 and April 1, 2023, there were no borrowings outstanding under the Japan Credit Facility. Hong Kong Credit Facilities As of March 30, 2024, the Company’s Hong Kong subsidiary, Michael Kors (HK) Limited and Subsidiaries (“MKHKL”), had an uncommitted credit facility (“HK HSBC Credit Facility”) with HSBC Bank (“HSBC”), which may be used to fund general working capital needs of MKHKL through February 2025 subject to HSBC’s discretion. The HK Credit Facility provides MKHKL with a revolving line of credit of up to 50 million Hong Kong dollars ($ 6 million), which includes bank guarantees of up to 20 million Hong Kong dollars ($ 3 million). Borrowings under the HK HSBC Credit Facility must be made in increments of at least 5 million Hong Kong dollars and bear interest at the Hong Kong Interbank Offered Rate (“HIBOR”) plus 200 basis points. As of March 30, 2024 and April 1, 2023, there were no borrowings outstanding under the HK HSBC Credit Facility. As of March 30, 2024, the Company’s Hong Kong subsidiary, MKHKL, had a short-term credit facility (“HK SCB Credit Facility”) with Standard Charter Bank (“SCB”), which may be used to fund general working capital needs, not to exceed 12 months. The HK SCB Credit Facility is in effect through November 2024. The HK SCB Credit Facility provides MKHKL with a revolving loan of up to 20 million Hong Kong dollars ($ 3 million). Borrowings under the HK SCB Credit Facility bear interest at 1.5 % per annum at the time of borrowing. As of March 30, 2024 and April 1, 2023, there were no borrowings outstanding under the HK SCB Credit Facility. China Credit Facilities As of March 30, 2024, the Company’s subsidiary in China, Michael Kors Trading (Shanghai) Company Limited (“MKTSCL”), had a short-term credit facility (“China HSBC Credit Facility”) with HSBC, which may be used to fund general working capital needs, not to exceed 12 months. The China Credit Facility is in effect through August 2024. The China HSBC Credit Facility provides MKTSCL with a Revolving Loan Facility of up to RMB 65 million ($ 9 million), which includes a revolving loan of RMB 35 million ($ 5 million), an overdraft facility with a credit line of RMB 10 million ($ 1 million) and a non-financial bank guarantee facility of RMB 20 million ($ 3 million) or its equivalent in another currency, at lender’s discretion. Borrowings under the China HSBC Credit Facility bear interest at plus 0.42 % of the applicable People’s Bank of China’s benchmark lending rate at the time of borrowing. As of March 30, 2024 and April 1, 2023, there were no borrowings outstanding under the China HSBC Credit Facility. As of March 30, 2024, the Company’s subsidiary in China, MKTSCL, had a short-term credit facility (“China SCB Credit Facility”) with SCB, which may be used to fund general working capital needs, not to exceed 12 months. The China SCB Credit Facility is in effect through January 2025. The China SCB Credit Facility provides MKTSCL with a Revolving Loan Facility of up to RMB 30 million ($ 4 million), which includes a revolving loan of RMB 20 million ($ 3 million) and a bank guarantee with a sublimit of the revolving loan of RMB 10 million ($ 1 million). Borrowings under the China SCB Credit Facility bear interest at plus 0.15 % of the applicable People’s Bank of China’s benchmark lending rate at the time of borrowing. As of March 30, 2024 and April 1, 2023, there were no borrowings outstanding under the China SCB Credit Facility. Versace Facilities During Fiscal 2023, the Company's subsidiary, GIVI Holding S.r.l. (“GIVI”), entered into an agreement with Banco BPM Banking Group (“the Bank”) to sell certain tax receivables to the Bank in exchange for cash. The arrangement was determined to be a financing arrangement because the de-recognition criteria for the receivables was not met at the time of the cash receipt from the Bank. As of March 30, 2024, the outstanding balance was $ 11 million, with $ 1 million and $ 10 million recorded within short-term debt and long-term debt, respectively, in the Company’s consolidated balance sheets. As of March 30, 2024, the Company’s subsidiary, Gianni Versace S.r.l. (“Versace”), had two uncommitted short-term credit facilities, one with Unicredit and the other with Intesa (“Versace Credit Facilities”), which may be used for general working capital needs of Versace. The Versace Credit Facilities are in effect until Unicredit or Intesa decides to terminate the credit facilities. The Versace Credit Facilities provide Versace with a swing line of credit of up to € 25 million ($ 26 million), with interest set by Unicredit or Intesa on the date of borrowing. As of March 30, 2024 and April 1, 2023, there were no borrowings outstanding under the Versace Credit Facility. As of March 30, 2024, Versace had an uncommitted short-term credit facility with BNP Paribas (“Versace BNP Credit Facility”), which may be used for general working capital needs of Versace. The Versace BNP Credit Facility is in effect until BNP Paribas decides to terminate the credit facility. The Versace BNP Credit Facility provides Versace with a swing line of 101 Table of Contents credit of up to € 20 million ($ 22 million), which includes a bank guarantee of € 5 million ($ 5 million), with interest set by BNP Paribas on the date of borrowing. As of March 30, 2024 and April 1, 2023, there were no borrowings outstanding under the Versace BNP Credit Facility. As of March 30, 2024, there were no bank guarantees outstanding under this facility. 13. Commitments and Contingencies Commitments The Company has issued stand-by letters of credit to guarantee certain of its retail and corporate operating lease commitments, aggregating $ 32 million at March 30, 2024, including $ 2 million in letters of credit issued under the Revolving Credit Facility. Other Commitments As of March 30, 2024, the Company also has other contractual commitments aggregating $ 2.396 billion, which consist of inventory purchase commitments of $ 582 million, debt obligations of $ 1.724 billion and other contractual obligations of $ 90 million, which primarily relate to the Company’s marketing and advertising obligations, information technology agreements and supply agreements. Long-term Employment Contract The Company has an employment agreement with the Chief Creative Officer of the Michael Kors brand that provides for continuous employment through the date of the officer’s death or permanent disability at an annual salary of $ 1 million. In addition to salary, the agreement provides for an annual bonus and other employee related benefits. Contingencies In the ordinary course of business, the Company is party to various legal proceedings and claims. Refer to Item 3. Legal Proceedings for additional information. 14. Fair Value Measurements Financial assets and liabilities are measured at fair value using the three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in the valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally derived (unobservable). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs based on a company’s own assumptions about market participant assumptions based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that a company has the ability to access at the measurement date. Level 2 – Valuations based on quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. 102 Table of Contents At March 30, 2024 and April 1, 2023, the fair values of the Company’s derivative contracts were determined using broker quotations, which were calculations derived from observable market information: the applicable currency rates at the balance sheet date and those forward rates particular to the contract at inception. The Company makes no adjustments to these broker obtained quotes or prices, but assesses the credit risk of the counterparty and would adjust the provided valuations for counterparty credit risk when appropriate. The fair value of hedges is included in prepaid expenses and other current assets, other assets, accrued expenses and other current liabilities, and in other long-term liabilities in the consolidated balance sheets, depending on whether they represent assets or liabilities of the Company and based on the maturity date of each individual hedge contract to classify as either short-term or long-term assets or liabilities. See Note 15 for further detail. All contracts are measured and recorded at fair value on a recurring basis and are categorized in Level 2 of the fair value hierarchy, as shown in the following table (in millions): Fair value at March 30, 2024, using: Fair value at April 1, 2023, using: Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative assets: Net investment hedges $ — $ 12 $ — $ — $ 1 $ — Total derivative assets $ — $ 12 $ — $ — $ 1 $ — Derivative liabilities: Net investment hedges $ — $ 88 $ — $ — $ 36 $ — Fair value hedges — — — — 3 — Total derivative liabilities $ — $ 88 $ — $ — $ 39 $ — The Company’s debt obligations are recorded in its consolidated balance sheets at carrying values, which may differ from the related fair values. The fair value of the Company’s debt is estimated using external pricing data, including any available quoted market prices and based on other debt instruments with similar characteristics. Borrowings under revolving credit facilities, if outstanding, are recorded at carrying value, which approximates fair value due to the frequent nature of such borrowings and repayments. See Note 12 for detailed information related to carrying values of the Company’s outstanding debt. The following table summarizes the carrying values and estimated fair values of the Company’s debt, based on Level 2 measurements (in millions): March 30, 2024 April 1, 2023 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Revolving Credit Facilities $ 764 $ 764 $ 874 $ 874 Versace Term Loan $ 485 $ 487 $ 487 $ 481 Senior Notes due 2024 $ 450 $ 441 $ 449 $ 435 The Company’s cash and cash equivalents, accounts receivable and accounts payable, are recorded at carrying value, which approximates fair value. Non-Financial Assets and Liabilities The Company’s non-financial assets include goodwill, intangible assets, operating lease right-of-use assets and property and equipment. Such assets are reported at their carrying values and are not subject to recurring fair value measurements. The Company’s goodwill and its indefinite-lived intangible assets (Versace and Jimmy Choo brands) are assessed for impairment at least annually, while its other long-lived assets, including operating lease right-of-use assets, property and equipment and definite-lived intangible assets, are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. The Company determines the fair values of these assets based on Level 3 measurements using the Company’s best estimates of the amount and timing of future discounted cash flows, based on historical experience, market conditions, current trends and performance expectations. See Note 3 for additional information. 103 Table of Contents The following table details the carrying values and fair values of the Company’s assets that have been impaired (in millions): Carrying Value Prior to Impairment Fair Value Impairment Charge (1) Fiscal 2024: Brands $ 1,181 $ 884 $ 297 Goodwill 549 357 192 Operating Lease Right-of-Use Assets 175 98 77 Property and Equipment 19 8 11 Total $ 1,924 $ 1,347 $ 577 Fiscal 2023: Goodwill $ 681 $ 599 $ 82 Operating Lease Right-of-Use Assets 100 67 33 Brands 224 200 24 Property and Equipment 4 1 3 Total $ 1,009 $ 867 $ 142 Fiscal 2022: Operating Lease Right-of-Use Assets $ 209 $ 133 $ 76 Property and Equipment 12 5 7 Total $ 221 $ 138 $ 83 (1) Includes $ 2 million of impairment charges that were recorded within restructuring and other charges related the Company’s Global Optimization Plan during Fiscal 2024 and $ 10 million of impairment charges that were recorded within restructuring and other charges related to the Capri Retail Store Optimization Program during Fiscal 2022. There were no impairment charges related to goodwill or indefinite-lived intangible assets in Fiscal 2022. 15. Derivative Financial Instruments Forward Foreign Currency Exchange Contracts The Company uses forward foreign currency exchange contracts to manage its exposure to fluctuations in foreign currencies for certain of its transactions. The Company, in its normal course of business, enters into transactions with foreign suppliers and seeks to minimize risks related to certain forecasted inventory purchases by using forward foreign currency exchange contracts. The Company only enters into derivative instruments with highly credit-rated counterparties. The Company does not enter into derivative contracts for trading or speculative purposes. Changes in the fair value of the Company’s forward foreign currency exchange contracts that are designated as accounting hedges are recorded in equity as a component of accumulated other comprehensive income and are reclassified from accumulated other comprehensive income into earnings when the items underlying the hedged transactions are recognized into earnings, as a component of cost of goods sold within the Company’s consolidated statements of operations and comprehensive (loss) income. As of March 30, 2024, there were no forward foreign currency exchange contracts outstanding. 104 Table of Contents Net Investment Hedges During the first quarter of Fiscal 2024, the Company entered into multiple fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 2.5 billion to hedge its net investment in Swiss Franc (“CHF”) denominated subsidiaries. During the third quarter of Fiscal 2024, the Company modified these fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 2.5 billion to utilize additional CHF capacity and further hedge its investment in CHF denominated subsidiaries. Under the terms of these contracts, the Company will exchange semi-annual fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 %. The increase in interest received from the CHF notional amounts will be offset by interest expense related to the financing component of this modification. These contracts have maturity dates between September 2024 and June 2028 and are designated as net investment hedges. As of March 30, 2024, the Company had $ 2.5 billion of hedges outstanding related to its net investment in CHF denominated subsidiaries. During the first quarter of Fiscal 2024, the Company entered into multiple float-to-float cross-currency swap agreements with aggregate notional amounts of $ 1 billion to hedge its net investment in Euro denominated subsidiaries. The Company will exchange Euro floating rate payments based on EURIBOR for the United States dollar floating rate amounts based on SOFR CME Term over the life of the agreement. The fixed rate component of semi-annual Euro payments range from 1.149 % to 1.215 %. These contracts have maturity dates between May 2028 and August 2030 and are designated as net investment hedges. As of March 30, 2024, the Company had $ 1 billion float-to-float cross-currency hedges outstanding related to its net investment in Euro denominated subsidiaries. During the first quarter of Fiscal 2024, the Company entered into multiple fixed-to-fixed cross-currency swap agreements with an aggregate notional amount of $ 350 million to hedge its net investment in Euro denominated subsidiaries. Under the terms of these contracts, the Company will exchange the semi-annual fixed rate payments on United States Dollar notional amounts for fixed rate payments of 0.0 % in Euro. These contracts have maturity dates between January 2027 and April 2027 and have been designated as net investment hedges. As of March 30, 2024, the Company had $ 350 million of fixed-to-fixed cross-currency hedges outstanding related to its net investment in Euro denominated subsidiaries. As of April 1, 2023, the Company had € 1 billion of hedges outstanding to hedge its net investment in British Pound (“GBP”) denominated subsidiaries (the “GBP/EUR Net Investment Hedges”). During the first quarter of Fiscal 2024, the Company entered into an additional fixed-to-fixed cross-currency swap agreement with an aggregate notional amount of € 150 million GBP/EUR Net Investment Hedges. During the fourth quarter of Fiscal 2024, the Company terminated all of its GBP/EUR Net Investment Hedges of € 1.150 billion ($ 1.241 billion). The termination of these swaps resulted in the Company receiving $ 24 million in cash during the fourth quarter of Fiscal 2024. As of April 1, 2023, the Company had $ 294 million of hedges outstanding to hedge its net investment in Japanese Yen denominated subsidiaries (the “JPY Hedges”). During the fourth quarter of Fiscal 2024, the Company terminated all of its JPY Hedges of $ 294 million. The termination of these swaps resulted in the Company receiving $ 6 million in cash during the fourth quarter of Fiscal 2024. When a cross-currency swap is used as a hedging instrument in a net investment hedge assessed under the spot method, the cross-currency basis spread is excluded from the assessment of hedge effectiveness and is recognized as a reduction in interest income in the Company’s consolidated statements of operations and comprehensive (loss) income. Accordingly, the Company recorded interest income of $ 95 million, $ 38 million and $ 63 million, respectively, during Fiscal 2024, Fiscal 2023 and Fiscal 2022. The net gain or loss on net investment hedges are reported within CTA as a component of accumulated other comprehensive income on the Company’s consolidated balance sheets. Upon discontinuation of the hedge, such amounts remain in CTA until the related net investment is sold or liquidated. 105 Table of Contents Fair Value Hedges The Company is exposed to transaction risk from foreign currency exchange rate fluctuations with respect to various cross-currency intercompany loans which will impact earnings on a consolidated basis. To manage the foreign currency exchange rate risk related to these balances, the Company had previously entered into cross-currency swap agreements to hedge its exposure in GBP denominated subsidiaries (the “GBP Fair Value Hedge”) on Euro denominated intercompany loans. As of April 1, 2023, the Company had € 1 billion of GBP Fair Value Hedge on Euro denominated intercompany loans. During the fourth quarter of Fiscal 2024, the underlying intercompany loan was settled and the Company terminated the GBP Fair Value Hedge of € 1 billion ($ 1.093 billion). The terminations of these swaps resulted in the Company receiving $ 25 million in cash during the fourth quarter of Fiscal 2024. When a cross-currency swap is designated as a fair value hedge and qualifies as highly effective, the fair value hedge will be recorded at fair value each period on the Company’s consolidated balance sheets, with the difference resulting from the changes in the spot rate recognized in foreign currency loss on the Company’s consolidated statements of operations and comprehensive (loss) income, which will offset the earnings impact of the underlying transaction being hedged. If the fair value hedge is terminated and the underlying intercompany loans are settled, the accumulated other comprehensive income (“AOCI”) remaining from the hedge at the time of termination will be reclassified to foreign currency loss on the Company’s consolidated statements of operations and comprehensive (loss) income. In the fourth quarter of Fiscal 2024, the Company settled its Euro denominated intercompany loan and recognized a $ 14 million of foreign currency loss within the Company’s consolidated statements of operations and comprehensive (loss) income from AOCI. The Company recorded a foreign currency gain of $ 28 million and $ 4 million in foreign currency loss within the Company’s consolidated statements of operations and comprehensive (loss) income during Fiscal 2024 and Fiscal 2023, respectively, from the GBP Fair Value Hedge which offset translation losses from the underlying transaction. The following table details the fair value of the Company’s derivative contracts, which are recorded on a gross basis in the consolidated balance sheets as of March 30, 2024 and April 1, 2023 (in millions): Fair Values Notional Amounts Assets Liabilities March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Designated net investment hedges $ 3,850 $ 1,378 $ 12 (1) $ 1 (1) $ 88 (2) $ 36 (3) Designated fair value hedges — 1,084 — — — 3 (3) Total hedges $ 3,850 $ 2,462 $ 12 $ 1 $ 88 $ 39 (1) Recorded within other assets in the Company’s consolidated balance sheets. (2) As of March 30, 2024, the Company recorded $ 3 million within accrued expenses and current liabilities and $ 85 million within other long-term liabilities in the Company’s consolidated balance sheets. (3) Recorded within other long-term liabilities in the Company’s consolidated balance sheets. The Company records and presents the fair value of all of its derivative assets and liabilities in its consolidated balance sheets on a gross basis, as shown in the above table. However, if the Company were to offset and record the asset and liability balances for its derivative instruments on a net basis in accordance with the terms of its master netting arrangements, which provide for the right to set-off amounts for similar transactions denominated in the same currencies and with the same banks, the resulting impact as of March 30, 2024 and April 1, 2023 would be as follows (in millions): Net Investment Hedges Fair Value Hedges March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Assets subject to master netting arrangements $ 12 $ 1 $ — $ — Liabilities subject to master netting arrangements $ 88 $ 36 $ — $ 3 Derivative assets, net $ 8 $ 1 $ — $ — Derivative liabilities, net $ 84 $ 36 $ — $ 3 106 Table of Contents Currently, the Company’s master netting arrangements do not require cash collateral to be pledged by the Company or its counterparties. The following table summarizes the pre-tax impact of the gains and losses on the Company’s designated forward foreign currency exchange contracts, net investment hedges and fair value hedges (in millions): Fiscal Year Ended March 30, 2024 Fiscal Year Ended April 1, 2023 Fiscal Year Ended April 2, 2022 Pre-Tax Losses Recognized in OCI Pre-Tax Gains/(Losses) Recognized in OCI Pre-Tax Gains Recognized in OCI Designated forward foreign currency exchange contracts $ — $ 8 $ 11 Designated net investment hedges $ ( 17 ) $ 338 $ 435 Designated fair value hedges $ ( 8 ) $ ( 6 ) $ — The following tables summarize the pre-tax impact of the gains and losses within the consolidated statements of operations and comprehensive (loss) income related to the designated forward foreign currency exchange contracts and the designated fair value hedges (in millions): Fiscal Year Ended Pre-Tax (Gains) Losses Reclassified from Accumulated OCI Location of (Gains) Losses Recognized March 30, 2024 April 1, 2023 April 2, 2022 Designated forward foreign currency exchange contracts $ ( 4 ) $ ( 14 ) $ 1 Cost of goods sold Designated fair value hedges $ 14 $ — $ — Foreign currency loss Undesignated Hedges During Fiscal 2024, the Company did not have any undesignated forward foreign currency exchange contracts outstanding. During both Fiscal 2023 and Fiscal 2022, a gain of $ 2 million were recognized within foreign currency loss in the Company’s consolidated statements of operations and comprehensive (loss) income as a result of the changes in the fair value of undesignated forward foreign currency exchange contracts. 16. Shareholders’ Equity Share Repurchase Program On June 1, 2022, the Company announced its Board of Directors authorized a new share repurchase program (the “Fiscal 2023 Plan”) pursuant to which the Company was permitted, from time to time, to 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 November 9, 2022, the Company announced that its Board of Directors approved a new share repurchase program (the “Existing Share Repurchase Plan”) 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 Fiscal 2023 Plan. 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 in 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 107 Table of Contents 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 Fiscal 2024, the Company purchased 2,637,102 shares with a fair value of $ 100 million through open market transactions. During Fiscal 2023, the Company purchased 27,356,549 shares with a fair value of $ 1.350 billion through open market transactions. As of March 30, 2024, the remaining availability under the Company’s existing share repurchase program was $ 300 million. The Company also has in place a “withhold to cover” repurchase program, which allows the Company to withhold ordinary shares from certain employees and directors to satisfy minimum tax withholding obligations relating to the vesting of their restricted share awards. During Fiscal 2024 and Fiscal 2023, the Company withheld 185,133 shares and 301,326 shares, respectively, with a fair value of $ 7 million and $ 14 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 Fiscal 2024, Fiscal 2023 and Fiscal 2022 (in millions): Foreign Currency Translation Gain (Loss) (1) Net Gain (Loss) on Derivatives (2) Other Comprehensive Income (Loss) Attributable to Capri Balance at March 27, 2021 $ 57 $ ( 1 ) $ 56 Other comprehensive income before reclassifications 127 10 137 Less: amounts reclassified from AOCI to earnings — ( 1 ) ( 1 ) Other comprehensive income, net of tax 127 11 138 Balance at April 2, 2022 184 10 194 Other comprehensive (loss) income before reclassifications ( 41 ) 8 ( 33 ) Less: amounts reclassified from AOCI to earnings — 14 14 Other comprehensive loss, net of tax ( 41 ) ( 6 ) ( 47 ) Balance at April 1, 2023 143 4 147 Other comprehensive income before reclassifications 18 ( 14 ) 4 Less: amounts reclassified from AOCI to earnings — ( 10 ) ( 10 ) Other comprehensive income, net of tax 18 ( 4 ) 14 Balance at March 30, 2024 $ 161 $ — $ 161 (1) Foreign currency translation adjustments for Fiscal 2024 primarily include a net $ 25 million translation gain, partially offset by a $ 7 million loss, net of taxes of $ 2 million, primarily relating to the Company’s net investment hedges. Foreign currency translation adjustments for Fiscal 2023 primarily include a net $ 266 million translation loss, partially offset by a $ 224 million gain, net of taxes of $ 114 million, primarily relating to the Company’s net investment hedges. Foreign currency translation gains for Fiscal 2022 include a $ 321 million gain, net of taxes of $ 114 million, primarily relating to the Company's net investment hedges, and a net $ 210 million translation loss. (2) Reclassifications from AOCI into earnings for Fiscal 2024 primarily include a $ 14 million loss related to the Company’s GBP fair value hedge due to the settlement of the associated Euro denominated intercompany loans and are recorded within foreign currency loss in the Company’s consolidated statements of operations and comprehensive (loss) income. This is partially offset by a $ 4 million gain related to the 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. Reclassifications from AOCI into earnings for Fiscal 2023 primarily include a $ 14 million gain related to the 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. Reclassifications from AOCI into earnings for Fiscal 2022 primarily include a $ 1 million loss related to the 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. 108 Table of Contents 17. Share-Based Compensation The Company grants equity awards to certain employees and directors of the Company at the discretion of the Company’s Compensation and Talent Committee. The Company has two equity plans which includes one stock option plan adopted in Fiscal 2008 (as amended and restated, the “2008 Plan”), and an Omnibus Incentive Plan adopted in Fiscal 2012 and amended and restated with shareholder approval in May 2015 and again in June 2020 (the “Incentive Plan”). The 2008 Plan only provided for grants of share options and was authorized to issue up to 23,980,823 ordinary shares. As of March 30, 2024, there were no shares available to grant equity awards under the 2008 Plan. The Incentive Plan allows for grants of share options, restricted shares and restricted stock units (“RSUs”), and other equity awards, and authorizes a total issuance of up to 22,471,000 ordinary shares after amendments in August 2022. At March 30, 2024, there were 4,259,449 ordinary shares available for future grants of equity awards under the Incentive Plan. Option grants issued from the 2008 Plan generally expire ten years from the grant date, and those issued under the Incentive Plan generally expire seven years from the grant date. Share Options Share options are granted with exercise prices equal to the fair market value on the date of grant. Generally, options vest on a pro-rata basis over a four year service period. The following table summarizes the share options activity during Fiscal 2024, and information about options outstanding at March 30, 2024: Number of Options Weighted Average Exercise price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in millions) Outstanding at April 1, 2023 229,675 $ 63.33 Granted — $ — Exercised ( 14,503 ) $ 49.88 Canceled/forfeited ( 23,205 ) $ 49.88 Outstanding at March 30, 2024 191,967 $ 65.97 1.16 $ 0.1 Vested or expected to vest at March 30, 2024 191,967 $ 65.97 1.16 Vested and exercisable at March 30, 2024 191,967 $ 65.97 1.16 $ 0.1 There were no unvested options and 191,967 vested options outstanding at March 30, 2024. The total intrinsic value of options exercised during both Fiscal 2024 and Fiscal 2023 were immaterial. The cash received from options exercised during Fiscal 2024 and Fiscal 2023 was $ 1 million and $ 6 million, respectively. As of March 30, 2024, there was no remaining unrecognized share-based compensation expense for unvested share options. There were no options granted during Fiscal 2024, Fiscal 2023 or Fiscal 2022. Restricted Awards The Company grants RSUs at the fair market value on the grant date. The expense related to RSUs is based on the closing market price of the Company’s shares on the date of grant and is recognized ratably over the vesting period, net of expected forfeitures. The Company grants two types of RSUs: time-based RSUs and performance-based RSUs. Time-based RSUs generally vest in full on the first anniversary of the date of grant for the Company’s independent directors, or in equal increments on each of the third or fourth anniversaries of the date of grant (unless the employee is retirement-eligible). Performance-based RSUs generally vest in full on the third anniversary of the date of grant, subject to the employee’s continued employment during the vesting period and only if certain pre-established performance targets are met. Expense related to performance-based RSUs is recognized ratably over the performance period, net of forfeitures, based on the probability of attainment of the related performance targets. The potential number of shares that may be earned ranges from 0 %, if the minimum level of performance is not attained, to 200 %, if the level of performance is at or above the predetermined maximum achievement level. 109 Table of Contents The following table summarizes the RSU activity during Fiscal 2024: Service-based Performance-based Number of Restricted Stock Units Weighted Average Grant Date Fair Value Number of Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at April 1, 2023 3,181,926 $ 42.44 165,239 $ 46.90 Granted 1,944,717 $ 36.92 203,693 $ 36.82 Change due to performance conditions, net — $ — — $ — Vested ( 2,223,625 ) $ 39.06 — $ — Canceled/forfeited ( 214,734 ) $ 44.84 — $ — Unvested at March 30, 2024 2,688,284 $ 41.05 368,932 $ 41.34 The total fair value of service-based RSUs vested during Fiscal 2024, Fiscal 2023 and Fiscal 2022 was $ 87 million, $ 80 million and $ 78 million, respectively. The total fair value of performance-based RSUs vested during Fiscal 2023 and Fiscal 2022 was $ 7 million and $ 18 million, respectively. There were no performance-based RSUs vested during Fiscal 2024. As of March 30, 2024, the remaining unrecognized share-based compensation expense for unvested, service-based and performance-based RSU grants was $ 68 million and $ 5 million, respectively, which is expected to be recognized over the related weighted-average period of approximately 2.4 years and 2.2 years. Share-Based Compensation Expense The following table summarizes compensation expense attributable to share-based compensation for Fiscal 2024, Fiscal 2023 and Fiscal 2022 (in millions): Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 Share-based compensation expense $ 72 $ 78 $ 85 Tax benefits related to share-based compensation expense $ 8 $ 8 $ 14 Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates forfeitures based on its historical forfeiture rates. The estimated value of future forfeitures for equity awards as of March 30, 2024 is $ 11 million. 18. Taxes The Company is a United Kingdom tax resident and is incorporated in the British Virgin Islands. Capri’s subsidiaries are subject to taxation in the United States and various other foreign jurisdictions are aggregated in the “Non-United States” information captioned below. (Loss) income before (benefit) provision for income taxes consisted of the following (in millions): Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 United States $ ( 15 ) $ 85 $ 247 Non-United States ( 268 ) 563 668 Total (loss) income before (benefit) provision for income taxes $ ( 283 ) $ 648 $ 915 110 Table of Contents The (benefit) provision for income taxes was as follows (in millions): Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 Current United States - Federal $ 14 $ 62 $ 36 United States - State 5 22 16 Non-United States 114 (1) 46 (3) 98 Total current provision for income taxes 133 130 150 Deferred United States - Federal ( 12 ) ( 40 ) 24 (4) United States - State ( 5 ) ( 6 ) 7 Non-United States ( 170 ) (2) ( 55 ) ( 89 ) (5) Total deferred provision for income taxes ( 187 ) ( 101 ) ( 58 ) Total (benefit) provision for income taxes $ ( 54 ) $ 29 $ 92 (1) Primarily relates to the UK tax restructuring activities in Fiscal 2024. (2) Primarily relates to the impairment of Jimmy Choo and Versace indefinite-lived intangible assets in Fiscal 2024. (3) Primarily relates to the remeasurement of an Asian income tax reserve. (4) Relates to the impact of United States tax accounting method change filed during Fiscal 2022 with respect to cost capitalization. (5) Primarily relates to a valuation allowance reversal in Italy during Fiscal 2022. 111 Table of Contents The Company’s benefit for income taxes for the year ended March 30, 2024 and provision for income taxes for the years ended April 1, 2023 and April 2, 2022 were different from the amount computed by applying the statutory U.K. income tax rates to the underlying (Loss) income before (benefit) provision for income taxes as a result of the following (amounts in millions): Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 Amount % (1) Amount % (1) Amount % (1) (Benefit) provision for income taxes at the U.K. statutory tax rate (2) $ ( 71 ) 25.0 % $ 123 19.0 % 174 19.0 % Effects of global financing arrangements (3) ( 28 ) 9.9 % ( 78 ) ( 12.1 ) % ( 61 ) ( 6.7 ) % Differences in tax effects on foreign income ( 25 ) 8.8 % ( 1 ) ( 0.2 ) % 10 1.1 % Liability for uncertain tax positions ( 11 ) 3.9 % ( 3 ) ( 0.4 ) % 91 9.9 % Effect of changes in valuation allowances on deferred tax assets ( 9 ) 3.1 % ( 37 ) ( 5.8 ) % ( 67 ) ( 7.3 ) % Non-deductible goodwill impairment (4) 48 ( 17.0 ) % 15 2.4 % — — % State and local income taxes, net of federal benefit 11 ( 3.9 ) % 10 1.5 % 12 1.3 % Share based compensation 15 ( 5.4 ) % 6 0.9 % 3 0.4 % Withholding tax 5 ( 1.6 ) % 3 0.5 % 5 0.6 % Merger related costs 4 ( 1.5 ) % — — % — — % Brand tax basis step-up — — % — — % ( 46 ) ( 5.0 ) % CARES Act tax loss carryback — — % — — % ( 43 ) ( 4.6 ) % Tax rate change impact on deferred items — — % — — % 21 2.1 % Other 7 ( 2.3 ) % ( 9 ) ( 1.3 ) % ( 7 ) ( 0.7 ) % Effective tax rate $ ( 54 ) 19.0 % $ 29 4.5 % $ 92 10.1 % (1) Tax rates are calculated using unrounded numbers. (2) The UK statutory tax rate increased from 19% to 25% on April 1, 2023. (3) Includes the tax related impacts of hedge terminations in conjunction with global financing arrangements. (4) Attributable to goodwill impairment charges related to Jimmy Choo reporting units in Fiscal 2024. 112 Table of Contents Significant components of the Company’s deferred tax assets (liabilities) consist of the following (in millions): Fiscal Years Ended March 30, 2024 April 1, 2023 Deferred tax assets Operating lease liabilities $ 458 $ 442 Net operating loss carryforwards 334 115 Accrued interest 108 70 Depreciation 47 61 Sales allowances 29 38 Inventories 23 21 Capitalized research and development 18 — Stock compensation 4 6 Payroll related accruals 2 3 Other 18 29 Total deferred tax assets 1,041 785 Valuation allowance ( 176 ) (1) ( 52 ) (3) Net deferred tax assets 865 733 Deferred tax liabilities Goodwill and intangibles ( 333 ) (2) ( 420 ) Operating lease right-of-use-assets ( 359 ) ( 339 ) Derivative financial instruments ( 183 ) ( 186 ) Total deferred tax liabilities ( 875 ) ( 945 ) Net deferred tax liabilities $ ( 10 ) $ ( 212 ) (1) Includes an incremental Swiss valuation allowance recorded during Fiscal 2024. (2) Includes the impact of the Jimmy Choo and Versace indefinite-lived intangible asset impairment recorded during Fiscal 2024. (3) Includes a U.K. valuation allowance reversal during Fiscal 2023. The Company maintains valuation allowances on deferred tax assets applicable to subsidiaries in jurisdictions for which separate income tax returns are filed and where realization of the related deferred tax assets from future profitable operations is not reasonably assured. The valuation allowance increased $ 124 million in Fiscal 2024 and decreased $ 40 million and $ 67 million in Fiscal 2023 and Fiscal 2022, respectively. In certain jurisdictions, the Company increased the valuation allowance by $ 135 million, $ 6 million and $ 34 million and released valuation allowances of $ 11 million, $ 14 million and $ 13 million in Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. As of March 30, 2024, the Company had non-United States and United States net operating loss carryforwards of $ 1.797 billion, a portion of which will begin to expire in Fiscal 2025. As of March 30, 2024 and April 1, 2023, the Company had liabilities related to its uncertain tax positions, including accrued interest, of $ 188 million and $ 236 million, respectively, which are included in other long-term liabilities in the Company’s consolidated balance sheets. 113 Table of Contents The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate, was $ 173 million, $ 221 million and $ 234 million as of March 30, 2024, April 1, 2023 and April 2, 2022, respectively. A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding accrued interest, for Fiscal 2024, Fiscal 2023 and Fiscal 2022, are presented below (in millions): Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 Unrecognized tax benefits beginning balance $ 200 $ 221 $ 107 Additions related to prior period tax positions 16 12 105 Additions related to current period tax positions 6 14 29 Decreases related to audit settlements ( 46 ) (1) ( 2 ) ( 13 ) Decreases related to prior period tax positions ( 16 ) ( 42 ) ( 4 ) Decreases in prior period positions due to lapses in statute of limitations ( 3 ) ( 3 ) ( 3 ) Unrecognized tax benefits ending balance $ 157 $ 200 $ 221 (1) This amount is primarily related to settlements of Italian transfer pricing and Hong Kong corporate income tax audits during Fiscal 2024. The Company classifies interest and penalties related to unrecognized tax benefits as components of the provision for income taxes. The Company recognized a reduction of $ 11 million interest and penalties in the consolidated statements of operations and comprehensive (loss) income for Fiscal 2024. The interest and penalties recognized in the consolidated statements of operations and comprehensive (loss) income for Fiscal 2023 and Fiscal 2022 was $ 14 million and $ 13 million, respectively. The total amount of unrecognized tax benefits relating to the Company’s tax positions is subject to change based on future events including, but not limited to, the settlement of ongoing tax audits and assessments and the expiration of applicable statutes of limitations. The Company anticipates that the balance of gross unrecognized tax benefits, excluding interest and penalties, will be reduced by $ 36 million during the next 12 months, primarily due to the anticipated settlement of tax examinations as well as statute of limitation expirations. However, the outcomes and timing of such events are highly uncertain and changes in the occurrence, expected outcomes and timing of such events could cause the Company’s current estimate to change materially in the future. The Company files income tax returns in the United States and in various foreign, state and local jurisdictions. Most examinations have been completed by tax authorities or the statute of limitations has expired for United States federal, foreign, state and local income tax returns filed by the Company for years through Fiscal 2018. Prior to the enactment of the Tax Cuts and Jobs Act (“Tax Act”), the Company’s undistributed foreign earnings were considered permanently reinvested and, as such, United States federal and state income taxes were not previously recorded on these earnings. As a result of the Tax Act, substantially all of the Company’s earnings in foreign subsidiaries generated prior to the enactment of the Tax Act were deemed to have been repatriated. It remains the Company’s intent to either reinvest indefinitely substantially all of its foreign earnings outside of the United States or repatriate them tax neutrally. However, if future earnings are repatriated, the potential exists that the Company may be required to accrue and pay additional taxes, including any applicable foreign withholding tax and income taxes. It is not practicable to estimate the amount of tax that might be payable if these earnings were repatriated due to the complexities associated with the hypothetical calculation. 19. Retirement Plans The Company maintains defined contribution retirement plans for its employees, who generally become eligible to participate after three months of service. Features of these plans allow participants to contribute a percentage of their compensation, up to statutory limits depending upon the country in which the employee resides, and provide for mandatory and/or discretionary matching contributions by the Company, which vary by country. During Fiscal 2024, Fiscal 2023, and Fiscal 2022, the Company recognized expenses of approximately $ 18 million, $ 17 million and $ 16 million, respectively, related to these retirement plans. 114 Table of Contents 20. Segment Information The Company operates its business through three operating segments — Versace, Jimmy Choo and Michael Kors, which are based on its business activities and organization. The reportable segments are segments of the Company for which separate financial information is available and for which operating results are evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources, as well as in assessing performance. The primary key performance indicators are revenue and operating income for each segment. The Company’s reportable segments represent components of the business that offer similar merchandise, customer experience and sales/marketing strategies. The Company’s three reportable segments are as follows: • Versace — segment includes revenue generated through the sale of Versace luxury ready-to-wear, accessories and footwear through directly operated Versace boutiques throughout the Americas, certain parts of EMEA and certain parts of Asia, as well as through Versace outlet stores and e-commerce sites. In addition, revenue is generated through wholesale sales to distribution partners (including geographic licensing arrangements that allow third-parties to use the Versace trademarks in connection with retail and/or wholesale sales of Versace branded products in specific geographic regions), multi-brand department stores and specialty stores worldwide, as well as through product license agreements in connection with the manufacturing and sale of jeans, fragrances, watches, jewelry, eyewear and home furnishings. • Jimmy Choo — segment includes revenue generated through the sale of Jimmy Choo luxury footwear, handbags and small leather goods through directly operated Jimmy Choo retail and outlet stores throughout the Americas, certain parts of EMEA and certain parts of Asia, through its e-commerce sites, as well as through wholesale sales of luxury goods to distribution partners (including geographic licensing arrangements that allow third-parties to use the Jimmy Choo trademarks in connection with retail and/or wholesale sales of Jimmy Choo branded products in specific geographic regions), multi-brand department stores and specialty stores worldwide. In addition, revenue is generated through product licensing agreements, which allow third-parties to use the Jimmy Choo brand name and trademarks in connection with the manufacturing and sale of fragrances and eyewear. • Michael Kors — segment includes revenue generated through the sale of Michael Kors products through four primary Michael Kors retail store formats: “Collection” stores, “Lifestyle” stores (including concessions), outlet stores and e-commerce sites, through which the Company sells Michael Kors products, as well as licensed products bearing the Michael Kors name, directly to consumers throughout the Americas, certain parts of EMEA and certain parts of Asia. The Company also sells Michael Kors products directly to department stores, primarily located across the Americas and Europe, to specialty stores and travel retail shops, and to its geographic licensees. In addition, revenue is generated through product and geographic licensing arrangements, which allow third-parties to use the Michael Kors brand name and trademarks in connection with the manufacturing and sale of products, including watches, jewelry, fragrances and eyewear. In addition to these reportable segments, the Company has certain corporate costs that are not directly attributable to its brands and, therefore, are not allocated to its segments. Such costs primarily include certain administrative, corporate occupancy, shared service and information systems expenses, including enterprise resource planning system implementation costs and Capri transformation program costs. In addition, certain other costs are not allocated to segments, including Merger related costs, impairment charges, the impact of the war in Ukraine, restructuring and other expenses and COVID-19 related expenses. The segment structure is consistent with how the Company’s CODM plans and allocates resources, manages the business and assesses performance. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance. 115 Table of Contents The following table presents the key performance information of the Company’s reportable segments (in millions): Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 Total revenue: Versace $ 1,030 $ 1,106 $ 1,088 Jimmy Choo 618 633 613 Michael Kors 3,522 3,880 3,953 Total revenue $ 5,170 $ 5,619 $ 5,654 Income from operations: Versace $ 25 $ 152 $ 185 Jimmy Choo 3 38 13 Michael Kors 634 868 1,005 Total segment income from operations 662 1,058 1,203 Less: Corporate expenses ( 275 ) ( 233 ) ( 190 ) Impairment of assets (1) ( 575 ) ( 142 ) ( 73 ) Merger related costs ( 20 ) — — COVID-19 related charges (2) — 9 14 Impact of war in Ukraine (3) — 3 ( 9 ) Restructuring and other expense (4) ( 33 ) ( 16 ) ( 42 ) Total (loss) income from operations $ ( 241 ) $ 679 $ 903 (1) Impairment of assets during Fiscal 2024 includes $ 283 million, $ 267 million and $ 25 million of impairment charges related to the Versace, Jimmy Choo and Michael Kors reportable segments, respectively. Impairment of assets during Fiscal 2023 includes $ 110 million, $ 30 million and $ 2 million of impairment charges related to the Jimmy Choo, Michael Kors and Versace reportable segments, respectively. Impairment of assets during Fiscal 2022 includes $ 50 million, $ 19 million and $ 4 million of impairment charges related to the Michael Kors, Versace and Jimmy Choo reportable segments, respectively. (2) COVID-19 related charges during Fiscal 2023 primarily include net inventory credits of $ 9 million. COVID-19 related charges during Fiscal 2022 primarily include net inventory credits and severance expense of $ 16 million and $ 2 million, respectively. Inventory related costs are recorded within costs of goods sold and severance expense and credit losses are recorded within selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. (3) These charges primarily relate to incremental credit losses and inventory reserves which are a direct impact of the war in Ukraine. Credit losses are recorded within selling, general and administrative expenses and inventory related costs are recorded within costs of goods sold in the consolidated statements of operations and comprehensive (loss) income. (4) See Note 11 for details on the Company's restructuring program. 116 Table of Contents Depreciation and amortization expense for each segment are as follows (in millions): Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 Depreciation and amortization: Versace $ 55 $ 51 $ 52 Jimmy Choo 29 29 31 Michael Kors 82 95 110 Corporate 22 4 — Total depreciation and amortization $ 188 $ 179 $ 193 Total revenue (based on country of origin) and long-lived assets by geographic location are as follows (in millions): Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 Revenue: The Americas (1) $ 2,812 $ 3,220 $ 3,210 EMEA 1,501 1,542 1,489 Asia 857 857 955 Total revenue $ 5,170 $ 5,619 $ 5,654 As of March 30, 2024 April 1, 2023 April 2, 2022 Long-lived assets: The Americas (1) $ 1,031 $ 882 $ 908 EMEA 1,818 2,129 2,156 Asia 562 599 617 Total long-lived assets $ 3,411 $ 3,610 $ 3,681 (1) Net revenues earned in the United States during Fiscal 2024, Fiscal 2023 and Fiscal 2022 were $ 2.546 billion, $ 2.951 billion and $ 2.989 billion, respectively. Long-lived assets located in the United States as of March 30, 2024, April 1, 2023 and April 2, 2022 were $ 993 million, $ 826 million and $ 858 million, respectively. As of March 30, 2024, the Company’s total long-lived assets on its consolidated balance sheet were $ 3.411 billion, of which, $ 1.650 billion related to Michael Kors, $ 1.220 billion related to Versace and $ 541 million related to Jimmy Choo. See Note 9 for the Company’s goodwill by reportable segment. 117 Table of Contents Total revenue by major product category are as follows (in millions): Fiscal Years Ended March 30, 2024 % of Total April 1, 2023 % of Total April 2, 2022 % of Total Accessories $ 2,570 49.7 % $ 2,826 50.3 % $ 2,901 51.3 % Footwear 1,151 22.3 % 1,217 21.7 % 1,208 21.4 % Apparel 965 18.7 % 1,107 19.7 % 1,027 18.2 % Licensed product 230 4.4 % 222 4.0 % 241 4.3 % Licensing revenue 219 4.2 % 211 3.8 % 212 3.7 % Other 35 0.7 % 36 0.5 % 65 1.1 % Total revenue $ 5,170 $ 5,619 $ 5,654 21. Subsequent Events On April 22, 2024, the U.S. FTC filed a lawsuit in the United States District Court for the Southern District of New York against Tapestry and Capri seeking to block the Merger, claiming that the Merger would violate Section 7 of the Clayton Act and that the Merger Agreement and the Merger constitute unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and should be enjoined. The Company believes the FTC’s claims are without merit, and the Company, together with Tapestry, intend to vigorously defend the lawsuit. 118