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Item 9A. Controls and Procedures

2025-05-28 compared with 2024-05-29 · 548 added, 442 removed, 1183 unchanged (46% of the section changed)

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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.

We have launched the finance functionality of the ERP system in certain regions starting in Fiscal 2023 which has continued in Fiscal 2025.

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.

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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.

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.

As previously announced 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.

This Item 9B is being filed solely to update prior disclosures in order to provide the amount of any material charges relating to the Global Optimization Plan by major type of cost that the Company believes are now determinable.

During the three and twelve months ended March 29, 2025, the Company closed 40 and 83, respectively, of its retail stores which have been incorporated into the Global Optimization Plan.

Net restructuring expense recorded in connection with the Global Optimization Plan was $ 7 million during both the three and twelve months ended March 29, 2025, respectively, primarily related to severance and store closure costs, partially offset by gains on lease terminations.

The exact amounts or range of amounts and timing of the Global Optimization Plan charges and future cash expenditures associated therewith are undeterminable at this time;

however, the Company continues to evaluate its store fleet for further optimization and store closures in addition to the previously announced plan.

The Company will either disclose in a Current Report on Form 8-K or disclose in another periodic filing with the U.S.

Securities and Exchange Commission the amount of any material charges relating to the Global Optimization Plan by major type of cost once such amounts or range of amounts are determinable.

This disclosure is intended to satisfy the requirements of Item 2.05 of Form 8-K.

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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.

Information with respect to this Item is included in the Company’s Proxy Statement to be filed in June 2025, which is incorporated herein by reference.

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.

Information with respect to this Item is included in the Company’s Proxy Statement to be filed in June 2025, which is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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Equity Compensation Plan Information

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))

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)

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Total 3,335,596 $ 35.66 2,716,741

(1) Reflects share options and restricted stock units issued under the Company’s Third Amended and Restated Omnibus Incentive Plan (or predecessor plan).

(1) Reflects share options and restricted share 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.

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.

Information with respect to this Item is included in the Company’s Proxy Statement to be filed in June 2025, which is incorporated herein by reference.

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.

Information with respect to this Item is included in the Company’s Proxy Statement to be filed in June 2025, which is incorporated herein by reference.

Exhibits and Financial Statement Schedules

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Report of Independent Registered Public Accounting Firm - Ernst & Young LLP (PCAOB ID No.

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.

Consolidated Balance Sheets as of March 29, 2025 and March 30, 2024.

Consolidated Statements of Operations and Comprehensive (Loss) Income for the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023.

Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023.

Consolidated Statements of Cash Flows for the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023.

Notes to Consolidated Financial Statements for the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023.

EXHIBIT INDEX

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001-35368), filed on September 25, 2018 and incorporated herein by reference).

2.3* Stock Purchase Agreement, dated April 10, 2025, by and between Capri Holdings Limited and Prada S.p.A (included as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

001-35368), filed on April 10, 2025 and incorporated herein by reference).

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).

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001-35368), filed on October 20, 2017 and incorporated herein by reference).

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.

Termination Agreement, dated November 13, 2024, by and among Tapestry, Inc.

Capri Holdings Limited and Sunrise Merger Sub, Inc.

(included as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-35368, filed on November 14, 2024 and incorporated herein by reference).

Amended and Restated Credit Agreement, dated as of February 4, 2025 among Capri Holdings Limited, Michael Kors (USA), Inc., Michael Kors (Switzerland) GmbH, 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 February 4, 2025 and incorporated herein by reference).

(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).

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001-35368), filed on June 1, 2022 and incorporated herein by reference).

Form of Annual Incentive Plan

Form of Annual Incentive Plan (included as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2024 (File No.

001-35368, filed on May 29, 2024 and incorporated herein by reference).

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).

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).

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).

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).

Form of Employee Restricted Share 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).

Form of Performance-Based Restricted Share 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).

Form of Independent Director Restricted Share 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).

Document Description

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).

Document Description

Amended and Restated Employment Agreement by and among Capri Holdings Limited, Michael Kors (USA), Inc.

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001-35368), filed on May 31, 2023 and incorporated herein by reference).

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).

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).

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.

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001-35368), filed on May 31, 2023 and incorporated herein by reference).

Change in Control Continuity Agreement by and between Capri Holdings Limited and Cedric Wilmotte, dated as of August 9, 2023.

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).

Change in Control Continuity Agreement by and between Capri Holdings Limited and Cedric Wilmotte, dated as of August 9, 2023 included as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2024 (File No.

001-35368), filed on May 29, 2024 and incorporated herein by reference).

Letter Agreement, dated November 14, 2024, between Capri Holdings Limited and Thomas J.

(included as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2024 (File No.

001-35368, filed on February 5, 2025 and incorporated herein by reference).

Letter Agreement, dated November 14, 2024, between Capri Holdings Limited and Jenna Hendricks (included as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2024 (File No.

001-35368, filed on February 5, 2025 and incorporated herein by reference).

Letter Agreement, dated as of December 15, 2023, by and between Capri Holdings Limited and Jenna A.

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001-35368), filed on December 18, 2023 and incorporated herein by reference).

Letter Agreement, dated November 14, 2024, between Capri Holdings Limited and Krista A.

McDonough (included as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2024 (File No.

001-35368, filed on February 5, 2025 and incorporated herein by reference).

Separation and General Release Agreement, dated December 10, 2024, between Michael Kors (USA), Inc.

and Cedric Wilmotte (included as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2024 (File No.

001-35368, filed on February 5, 2025 and incorporated herein by reference).

Capri Holdings Limited Insider Trading Policy, as amended and restated on May 21, 2025.

List of subsidiaries of Capri Holdings Limited.

Consent of Ernst & Young LLP.

Document Description

Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002.

Document Description

Certification of Chief Executive Officer pursuant to 18 U.S.C.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Capri Holdings Limited Clawback Policy.

Capri Holdings Limited Clawback Policy (included as Exhibit 97 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2024 (File No.

001-35368, filed on May 29, 2024 and incorporated herein by reference).

101.1 Interactive Data Files.

*Schedules and Exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request;

provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.

Form 10-K Summary

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.

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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.

We have audited the accompanying consolidated balance sheets of Capri Holdings Limited and subsidiaries (“the Company”) as of March 29, 2025 and March 30, 2024, 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 29, 2025, 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 29, 2025 and March 30, 2024, and the results of its operations and its cash flow for each of the three years in the period ended March 29, 2025, in conformity with the U.S.

generally accepted accounting principles.

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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.

Description of the Matter At March 29, 2025, the Company’s goodwill and indefinite-lived intangible assets, consisting of brand names, totaled $688 million and $657 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.

As a result of the Company’s 2025 interim impairment test, the Company recorded a goodwill impairment charge of $430 million associated with its Versace Wholesale, Versace Retail and Jimmy Choo Wholesale reporting units.

The Company also recognized an impairment charge of $231 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.

Auditing the Company’s impairment assessments described above 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, EBITDA margin and royalty rates, which are affected by expectations about future market or economic conditions.

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.

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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 assessed the historical accuracy of management’s estimates and performed sensitivity analyses of 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.

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In our opinion, Capri Holdings Limited and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 29, 2025, 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.

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 29, 2025 and March 30, 2024, 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 29, 2025, and the related notes and our report dated May 28, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION

Consolidated Financial Statements:

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

All other schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.

CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

2024 April 1,

2025 March 30,

Current assets

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227,672,351 shares issued and 117,913,201 outstanding at March 29, 2025;

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)

226,271,074 shares issued and 116,629,634 outstanding at March 30, 2024

Treasury shares, at cost ( 109,759,150 shares at March 29, 2025 and 109,641,440 shares at March 30, 2024)

( 5,462 ) ( 5,458 )

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Fiscal Years Ended

2024 April 1,

2025 March 30,

2024 April 1,

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(Loss) income from operations ( 752 ) ( 241 ) 679

Other income, net ( 1 ) ( 3 ) ( 2 )

Interest expense (income), net 6 24 ( 18 )

Other expense (income), net 8 ( 1 ) ( 3 )

Interest (income) expense, net ( 37 ) 6 24

Foreign currency loss 4 37 10

(Loss) income before (benefit) provision for income taxes ( 283 ) 648 915

(Benefit) provision for income taxes ( 54 ) 29 92

(Loss) income before provision (benefit) for income taxes ( 727 ) ( 283 ) 648

Provision (benefit) for income taxes 452 ( 54 ) 29

Net (loss) income ( 1,179 ) ( 229 ) 619

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Foreign currency translation adjustments ( 94 ) 4 ( 41 )

Net gain (loss) on derivatives 10 ( 6 ) 10

Net (loss) gain on derivatives ( 10 ) 10 ( 6 )

Comprehensive (loss) income ( 1,283 ) ( 215 ) 572

Net income attributable to noncontrolling interest 3 — 3

Foreign currency translation adjustments attributable to noncontrolling interest — — ( 1 )

Comprehensive (loss) income attributable to Capri $ ( 1,286 ) $ ( 215 ) $ 569

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Earnings Total Equity of Capri Non-controlling

Interests Total Equity

Interest 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

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Balance at March 30, 2024 226,271 — 1,417 ( 109,641 ) ( 5,458 ) 161 5,479 1,599 1 1,600

Net (loss) income — — — — — — ( 1,182 ) ( 1,182 ) 3 ( 1,179 )

Other comprehensive loss — — — — — ( 104 ) — ( 104 ) — ( 104 )

Total comprehensive (loss) income — — — — — — — ( 1,286 ) 3 ( 1,283 )

Vesting of restricted awards, net of forfeitures 1,401 — — — — — — — — —

Share based compensation expense — — 59 — — — — 59 — 59

Repurchase of ordinary shares — — — ( 118 ) ( 4 ) — — ( 4 ) — ( 4 )

Balance at March 29, 2025 227,672 $ — $ 1,476 ( 109,759 ) $ ( 5,462 ) $ 57 $ 4,297 $ 368 $ 4 $ 372

See accompanying notes to consolidated financial statements.

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Fiscal Years Ended

2024 April 1,

2025 March 30,

2024 April 1,

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Capital expenditures ( 128 ) ( 189 ) ( 226 )

Cash paid for business acquisitions, net of cash acquired ( 9 ) — —

Settlement of hedges 84 54 409

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Exercise of employee share options — 1 6

Other financing activities — — 31

Settlement of interest rate swaps ( 13 ) — —

Net cash used in financing activities ( 242 ) ( 208 ) ( 776 )

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Versace, Jimmy Choo and Michael Kors.

See Note 20 for additional information.

See Note 20 for additional information regarding the Company’s segments.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

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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 fiscal years ending on March 29, 2025, March 30, 2024 and April 1, 2023 (“Fiscal 2025”, “Fiscal 2024” and “Fiscal 2023”, respectively) contain 52 weeks.

The Company’s Fiscal 2026 is a 52-week period ending March 28, 2026.

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.

Termination of the Merger Agreement

As previously disclosed, 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” and, together with Capri and Tapestry, the “Parties”).

The Merger Agreement provided that, among other things and on the terms and subject to the conditions set forth therein, Tapestry would 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.

The Merger had been approved by the boards of directors of Capri and Tapestry and by the shareholders of Capri.

Completion of the Merger was subject to, among other customary conditions, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The Company received regulatory approval from all countries except for the United States.

In connection with the Merger, 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 (the “District Court”) 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 constituted unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and should be enjoined.

The preliminary injunction hearing concluded in September 2024, and on October 24, 2024, the District Court granted the FTC's motion for a preliminary injunction to enjoin the Merger pending the completion of the FTC's in-house administrative proceeding.

On October 28, 2024, Tapestry and Capri jointly filed a notice of appeal to the U.S.

Court of Appeals for the Second Circuit (the “Second Circuit”).

On November 13, 2024, the Parties entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the Parties agreed to terminate the Merger Agreement, effective immediately.

In connection with the termination, consistent with the Merger Agreement, Tapestry agreed to reimburse the Company approximately $ 45 million in cash for certain expenses on November 14, 2024.

This reimbursement was recorded within selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive (loss) income.

The Parties also agreed to release each other and their related parties from any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) in connection with, arising out of or related to the Merger Agreement or the transactions contemplated therein or thereby.

On November 15, 2024, Capri and Tapestry stipulated to the dismissal of the appeal to the Second Circuit.

On December 4, 2024, the FTC’s in-house administrative proceeding was dismissed without prejudice.

Summary of Significant Accounting Policies

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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.

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 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.

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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.

Sales tax collected from retail customers is presented on a net basis and, as such, is 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):

The following table details the activity and balances of the Company’s sales reserves for the fiscal years ended March 29, 2025, March 30, 2024, and April 1, 2023 (in millions):

of Year Amounts

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Fiscal Year Ended March 29, 2025 $ 79 $ 430 $ ( 428 ) $ 81

Fiscal Year Ended April 1, 2023 92 400 ( 397 ) 95

Fiscal Year Ended March 30, 2024 95 378 ( 394 ) 79

Fiscal Year Ended April 1, 2023 92 400 ( 397 ) 95

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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.

During Fiscal 2023, the Company recorded $ 6 million related to government assistance and subsidies.

This amount mostly relates to rent support and payroll expense and was 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 2025 and 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:

Included in the Company’s cash and cash equivalents as of March 29, 2025 and March 30, 2024 are credit card receivables of $ 23 million and $ 28 million, respectively, which generally settle within two to three business days.

A reconciliation of cash, cash equivalents and restricted cash as of March 29, 2025 and March 30, 2024 from the consolidated balance sheets to the consolidated statements of cash flows is as follows:

Fiscal Years Ended

2024 April 1,

2025 March 30,

Reconciliation of cash, cash equivalents and restricted cash

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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.

The combined total of raw materials and work in process recorded on the Company’s consolidated balance sheets as of both March 29, 2025 and March 30, 2024 were $ 45 million.

Inventories are stated at the lower of cost or net realizable value.

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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.

The Company’s historical estimates have not differed materially from actual results.

Store Pre-opening Costs

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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 .

Equipment and 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 .

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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 definite-lived intangible assets consist of reacquired rights, customer relationships and trademarks 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

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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.

Judgments regarding the existence of impairment indicators are based on various factors, including but not limited to, 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

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.

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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.

During the third quarter of Fiscal 2025, the Company identified impairment indicators due to the reduction of the Company’s share price following the termination of the Merger Agreement, continued softening of consumer demand for fashion luxury goods globally and the continuing decline in operating results during the third quarter impacting all three of the Company’s brands.

As a result of these factors, the Company concluded that impairment indicators existed during the third quarter of Fiscal 2025, resulting in an interim impairment assessment of its goodwill and intangible assets.

The Company performed a goodwill impairment analysis for its 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 performed an impairment analysis for both the Versace and Jimmy Choo brand indefinite-lived intangible assets and definite-lived customer relationship 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 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.

However, the Company concluded that the fair value of the Jimmy Choo 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 driven by softening demand globally for fashion luxury goods.

Accordingly, the Company recorded goodwill impairment charges of $ 66 million related to the Jimmy Choo Wholesale reporting unit.

The Jimmy Choo Retail reporting unit’s goodwill balance was fully impaired in Fiscal 2024 and the Jimmy Choo Wholesale reporting unit had a remaining goodwill balance of $ 27 million.

The Company also recorded impairment charges of $ 15 million related to the Jimmy Choo Retail and Wholesale brand intangible assets that have remaining balances of $ 151 million and $ 53 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.

Further, based on the results of these assessments, the Company recorded goodwill impairment charges of $ 364 million related to the Versace Retail and Wholesale reporting unit’s goodwill.

The Versace Retail and Wholesale have remaining balances of $ 101 million and $ 23 million, respectively.

The Company also recorded impairment charges of $ 216 million related to the Versace Retail and Wholesale brand intangible assets that have remaining balances of $ 365 million and $ 88 million, respectively.

Lastly, 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 no t impaired.

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 29, 2025.

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.

During the fourth quarter of Fiscal 2025, the Company performed its annual goodwill impairment assessment for its Michael Kors, Versace and Jimmy Choo reporting units using a qualitative assessment.

In performing this assessment, the Company identified and considered the significance of relevant key factors, events and circumstances that could affect the fair values and/or carrying amounts of its reporting units.

These factors included external factors such as macroeconomic, industry, and market conditions, as well as entity-specific factors, such as the Company's actual and expected financial performance.

Additionally, the Company also considered the results of its most recent quantitative goodwill impairment test which was performed during the third quarter of Fiscal 2025 as noted above.

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 Versace, Jimmy Choo and Michael Kors reporting units exceeded their carrying values and, therefore, were not impaired.

In Fiscal 2024, 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.

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 years ended March 30, 2024 and April 1, 2023.

See Note 9 for information relating to the Company’s annual impairment analysis performed during Fiscal 2025, Fiscal 2024 and Fiscal 2023.

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.

Such changes could result in future impairment charges to goodwill and/or other indefinite-lived intangible assets.

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.

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The Company grants share-based awards to certain employees and directors of the Company.

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 share 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.

The grant date fair value of share options is calculated using the Black-Scholes option pricing model.

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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.

Foreign Currency Translation and Transactions

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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.

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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.

Interest accruals and coupon payments are recognized directly in interest (income) expense, 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.

Interest Rate Swap Agreements

The Company also uses interest rate swap agreements to hedge the variability of its cash flows resulting from floating interest rates on the Company’s borrowings.

When an interest rate swap agreement qualifies for hedge accounting as a cash flow hedge, the changes in the fair value are recorded in equity as a component of accumulated other comprehensive income and are reclassified into interest (income) expense, net in the same period during which the hedged transactions affect earnings.

Fair Value Hedges

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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.

Although most of the

Company’s equipment is owned, the Company has limited equipment leases that expire on various dates through March 2029.

The Company acts as sublessor in certain leasing arrangements, primarily related to closed stores under its restructuring initiatives.

Fixed sublease payments received are recognized on a straight-line basis over the sublease term.

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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

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.

Deferred financing 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.

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Fiscal Years Ended

2024 April 1,

2025 March 30,

2024 April 1,

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Weighted average dilutive share equivalents:

Share options, restricted stock units, and performance restricted stock units — 1,470,471 2,773,232

Share options, restricted share units, and performance restricted share units — — 1,470,471

Diluted weighted average shares 118,256,350 117,014,420 134,002,480

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(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.

Diluted net loss per share attributable to Capri for Fiscal 2025 and 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 for Fiscal 2023 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 %.

and subsidiaries, of 75 % and an ownership interest in the Jimmy Choo EMEA joint venture, JC Gulf Trading LLC, of 49 %.

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.

Supplier Finance Programs

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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.

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 was adopted prospectively by the Company beginning with its Fiscal 2025 annual consolidated financial statements.

The adoption did not have any impact on the Company’s consolidated financial statements as the guidance only pertains to financial statement footnote disclosures.

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.

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

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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.

The Company adopted the update on a retrospective basis beginning with its Fiscal 2025 annual consolidated financial statements.

See Note 20 for the Company’s disclosures relating to this update.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

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The Company is evaluating the impact of adopting this ASU on the consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)”, which requires public entities to disaggregate specific types of expenses, including disclosures for purchases of inventory, employee compensation, depreciation, and intangible asset amortization, as well as selling expenses.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026.

Interim disclosures are required for periods within annual periods beginning after December 15, 2027.

Prospective application is required, and retrospective application is permitted.

Early adoption is permitted.

We are currently assessing the impact of the requirements on the Company’s consolidated financial statements and disclosures.

Tax Legislation

On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law by the Biden Administration, with tax provisions primarily focused on implementing a 15% corporate alternative minimum tax on global adjusted financial statement income ("CAMT") and a 1% excise tax on share repurchases.

The CAMT was effective beginning Fiscal 2024 and is not expected to have a material impact on the Company’s effective tax rate, however, the Company will continue to monitor for any potential impact as additional guidance becomes available.

With respect to the 1% excise tax on net share repurchases, this provision of the Inflation Reduction Act was effective on January 1, 2023 and did not have a material impact on the Company’s consolidated financial statements.

On December 12, 2022, the European Union member states reached an agreement to implement the OECD’s reform of international taxation known as Pillar Two Global Anti-Base Erosion ("GloBE") Rules, which broadly mirrors certain provisions of the Inflation Reduction Act by imposing a 15% global minimum tax on multinational companies.

GloBE has become effective for the Company during Fiscal 2025.

Based upon the Company’s analysis, the Pillar Two initiatives are not projected to have a material impact on the Company’s consolidated financial statements.

On January 10, 2025, the United States Treasury and the IRS issued final regulations that address several long-standing issues related to dual consolidated losses and introduce new rules for disregarded payment losses.

The changes related to disregarded payment losses could impact how the Company utilizes certain deductions and losses to offset its U.S.

income as part of its global financing activities, beginning in Fiscal 2027.

The Company will continue to evaluate its impact as further information becomes available.

Revenue Recognition

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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.

The contract liability related to gift and retail store credits, net of estimated “breakage,” was $ 14 million and $ 15 million as of March 29, 2025 and March 30, 2024, respectively, and is included in accrued expenses and other current liabilities in the Company’s consolidated balance sheets.

Loyalty Program .

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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.

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.

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.

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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.

The refund liability recorded as of both March 29, 2025 and March 30, 2024 was $ 48 million and the related asset for the right to recover returned product as of March 29, 2025 and March 30, 2024 was $ 20 million and $ 14 million, respectively.

Contract Balances

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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.

Total contract liabilities were $ 21 million and $ 23 million as of March 29, 2025 and March 30, 2024, respectively.

During Fiscal 2025 and Fiscal 2024, the Company recognized $ 22 million and $ 30 million in revenue, respectively, relating to contract liabilities that existed at March 30, 2024 and April 1, 2023 , respectively.

There were no material contract assets recorded as of March 29, 2025 and March 30, 2024.

There were no changes in historical variable consideration estimates that were materially different from actual results.

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Fiscal Years Ended

2024 April 1,

2025 March 30,

2024 April 1,

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Balance Sheet Location March 29,

2024 April 1,

2025 March 30,

Operating leases Operating lease right-of-use assets $ 1,213 $ 1,438

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Operating leases Long-term portion of operating lease liabilities $ 1,253 $ 1,452

The components of net lease costs for the fiscal year ended March 30, 2024 and April 1, 2023 were as follows (in millions):

The components of net lease costs for the fiscal year ended March 29, 2025 and March 30, 2024 were as follows (in millions):

Consolidated Statement of Operations and

Comprehensive (Loss) Income Location March 29,

2024 April 1,

2025 March 30,

Operating lease cost Selling, general and administrative expenses $ 399 $ 402

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Total lease cost, net $ 578 $ 599

(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):

2024 April 1,

2025 March 30,

Cash paid for amounts included in the measurement of lease liabilities:

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Lease assets obtained in exchange for new lease liabilities 231 528

Rent concessions due to COVID-19 — 14

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:

2024 April 1,

2025 March 30,

Operating leases:

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Total sublease income $ 17

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.

Additionally, the Company had approximately $ 25 million and $ 55 million of future payment obligations related to executed lease agreements for which the related lease has not yet commenced as of March 29, 2025 and March 30, 2024, respectively.

See Note 3 for additional information on the Company’s accounting policies related to leases.

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Receivables, net, consist of (in millions):

2024 April 1,

2025 March 30,

Trade receivables (1)

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Total receivables, net $ 277 $ 332

(1) As of March 30, 2024 and April 1, 2023, $ 102 million and $ 96 million, respectively, of trade receivables were insured.

(1) As of March 29, 2025 and March 30, 2024, $ 58 million and $ 102 million, respectively, of trade receivables were insured.

Receivables are presented net of allowances for discounts, markdowns, operational chargebacks and credit losses.

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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.

Allowance for credit losses was $ 18 million and $ 13 million as of March 29, 2025 and March 30, 2024, respectively.

The Company had credit losses of $ 8 million, $ 6 million and $ 5 million, respectively, for Fiscal 2025, Fiscal 2024 and Fiscal 2023.

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.

Financial instruments that subject the Company to concentration of credit risk are cash and cash equivalents, derivatives 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).

The Company also mitigates its credit risk by monitoring credit limits for its customers and obtaining insurance coverage for a portion of its receivables (see Note 6).

The Company is also 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.

No individual customer accounted for 10% or more of the Company’s total revenues during Fiscal 2025, Fiscal 2024 or Fiscal 2023.

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Property and equipment, net, consists of (in millions):

2024 April 1,

2025 March 30,

Leasehold improvements $ 519 $ 535

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Total property and equipment, net $ 513 $ 579

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.

Depreciation and amortization of property and equipment for the fiscal years ended March 29, 2025, March 30, 2024, and April 1, 2023 totaled $ 149 million, $ 143 million and $ 135 million, respectively.

During Fiscal 2025, Fiscal 2024 and Fiscal 2023, the Company recorded property and equipment impairment charges of $ 33 million, $ 11 million and $ 3 million, respectively, primarily related to the Company’s retail store locations.

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The following table details the carrying values of the Company’s intangible assets other than goodwill (in millions):

March 30, 2024 April 1, 2023

Amount Accumulated

Amortization/Impairment Net Carrying Amount Gross

Amount Accumulated

Amortization/Impairment Net Carrying Amount

March 29, 2025 March 30, 2024

Carrying Amount Accumulated

Amortization/Impairment Net

Carrying Amount Gross

Carrying Amount Accumulated

Amortization/Impairment Net

Carrying Amount

Definite-lived intangible assets:

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Customer relationships (1)

407 206 201 401 165 236

Total definite-lived intangible assets 830 371 459 824 314 510

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Total intangible assets, excluding goodwill $ 2,288 $ 1,172 $ 1,116 $ 2,278 $ 884 $ 1,394

(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.

(1) The change in the carrying value since March 30, 2024 includes an impairment charge of $ 10 million and the impact of foreign currency translation adjustments.

(2) The change in the carrying value since March 30, 2024 reflects an impairment charge of $ 15 million and the impact of foreign currency translation adjustments.

As of March 29, 2025, the Company had accumulated impairment charges of $ 358 million related to its Jimmy Choo brand intangible assets.

(3) The change in the carrying value since March 30, 2024 reflects an impairment charge of $ 216 million and the impact of foreign currency translation adjustments.

As of March 29, 2025, the Company had accumulated impairment charges of $ 443 million related to its Versace brand intangible assets.

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.

Customer relationships are generally amortized over five to sixteen years .

Amortization expense for the Company’s definite-lived intangibles was $ 44 million, $ 45 million and $ 44 million, respectively, for each of the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023.

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.

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Fiscal 2031 and thereafter 249

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 future amortization expense above reflects weighted-average estimated remaining useful lives of sixteen years for reacquired rights and eight years for customer relationships.

The following table details the changes in goodwill for each of the Company’s reportable segments (in millions):

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Foreign currency translation

( 17 ) ( 26 ) — ( 43 )

Balance at April 1, 2023 857 316 120 1,293

Balance at March 30, 2024 853 133 120 1,106

Acquisition (2)

Impairment charges (1)

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Balance at March 29, 2025 $ 488 $ 80 $ 120 $ 688

(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.

(1) The Company recorded impairment charges of $ 430 million during Fiscal 2025 related to the Versace Retail and Wholesale reporting units and the Jimmy Choo Wholesale reporting unit.

As of March 29, 2025, the Company had accumulated impairment charges of $ 605 million related to its Jimmy Choo reporting units and $ 364 million related to its Versace reporting units, respectively.

(2) On May 2, 2024, the Company completed the acquisition of Calzaturificio Sicla S.r.l.

(“Sicla Acquisition”), an Italian shoe manufacturer, for cash consideration of $ 9 million, net of cash acquired.

The acquired identifiable assets and liabilities net to a nominal amount, with $ 9 million recognized in goodwill allocated to the Jimmy Choo reportable segment.

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.

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.

The Company performed a goodwill 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.

Based on this assessment, the Company concluded that the fair value of the Jimmy Choo Wholesale reporting unit goodwill and Retail and Wholesale brand indefinite-lived intangible assets did not exceed their related carrying amounts and recorded impairment charges.

The Jimmy Choo Retail reporting unit goodwill was fully impaired during Fiscal 2024 .

Additionally, the Versace Retail and Wholesale reporting units goodwill and Retail and Wholesale brand indefinite-lived intangible assets did not exceed their related carrying amounts.

These impairment charges were primarily related to a decline in revenue driven by softening demand globally for fashion luxury goods as well as strategic initiatives previously put in place at Versace that did not perform as expected.

Accordingly, the Company recorded goodwill impairment charges of $ 66 million related to the Jimmy Choo Wholesale reporting unit, $ 15 million related to the Jimmy Choo Retail and Wholesale brand intangible assets, $ 364 million related to the Versace Retail and Wholesale reporting units goodwill and $ 216 million related to the Versace Retail and Wholesale brand intangible assets during the third quarter of Fiscal 2025.

In total, $ 661 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 Fiscal 2025.

During the third quarter of Fiscal 2025 the Company also performed an impairment assessment for its definite-lived intangible assets and concluded that the Versace Wholesale reporting unit customer relationship intangible asset did not exceed its related carrying amounts.

Accordingly, the Company recorded $ 10 million of impairment related to definite-lived intangible assets within impairment of assets on the Company’s consolidated statement of operations and comprehensive (loss) income for Fiscal 2025.

During the fourth quarter of Fiscal 2025, the Company performed its annual goodwill and indefinite-lived impairment assessment for its Versace, Jimmy Choo and Michael Kors reporting units using a qualitative assessment.

In performing this assessment, the Company identified and considered the significance of relevant key factors, events and circumstances that affected the fair values and/or carrying amounts of its reporting units.

These factors included external factors such as macroeconomic, industry and market conditions, as well as entity-specific factors, such as the Company's actual and expected financial performance.

Additionally, the Company considered the results of its most recent quantitative goodwill impairment test which was performed during the third quarter of Fiscal 2025 as noted above.

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.

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Prepaid expenses and other current assets consist of the following (in millions):

2024 April 1,

2025 March 30,

Prepaid taxes $ 106 $ 88

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Prepaid contracts 20 21

Restricted cash 9 6

Other accounts receivables 8 8

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Accrued expenses and other current liabilities consist of the following (in millions):

2024 April 1,

2025 March 30,

Return liabilities $ 48 $ 48

Accrued capital expenditures 35 33

Other taxes payable 39 29

Accrued advertising and marketing 33 29

Restructuring liability 22 1

Accrued purchases and samples 21 16

Professional services 20 18

Accrued rent (1)

Accrued interest 17 16

Accrued purchases and samples 16 8

Accrued capital expenditures 16 35

Accrued e-commerce 16 12

Retail store expense accrual 16 8

Short-term derivative liability 14 3

Gift and retail store credits 14 15

Advance royalties 4 18

Accrued litigation 4 12

Restructuring liability 9 22

Accrued interest 6 17

Total accrued expenses and other current liabilities $ 300 $ 310

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Restructuring Charges - Global Optimization Plan

During Fiscal 2024, the Company closed 7 of its retail stores which have been incorporated into the Global Optimization Plan.

During Fiscal 2025 and Fiscal 2024, the Company closed 83 and 7 of its retail stores, respectively, which have been incorporated into the Global Optimization Plan.

Net restructuring expenses recorded in connection with the Global Optimization Plan during Fiscal 2025 was $ 7 million, primarily related to severance and store closure costs, partially offset by gains on lease terminations.

During Fiscal 2024, net restructuring expenses recorded in connection with the Global Optimization Plan 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

Balance at March 30, 2024

$ 21 $ 1 $ 22

Additions charged to expense 12 4 (1)

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Balance at March 29, 2025

$ 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.

(1) Excludes $ 9 million of gains on lease terminations and store closure costs 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 29, 2025.

Other Charges

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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.

Debt Obligations

The following table presents the Company’s debt obligations (in millions):

2024 April 1,

2025 March 30,

Revolving Credit Facilities $ 755 $ 764

2025 Term Loans 712 —

Versace Term Loan — 486

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Total long-term debt $ 1,476 $ 1,261

(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.

(1) As of March 30, 2024, the Senior Notes 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 ;

• 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.

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.

On February 4, 2025 (the “Closing Date”), the Company entered into the Amended and Restated Credit Agreement with, among others, JPMorgan Chase Bank, N.A.

(“JPMorgan Chase”), as administrative agent, which amended and restated the Company’s existing credit agreement, dated as of July 1, 2022 (as previously amended, the “Existing Credit Agreement”).

The Amended and Restated Credit Agreement provides for senior secured credit facilities in the aggregate principal amount of the United States dollar equivalent of $ 2.2 billion (the “2025 Credit Facilities”), under which the Company, a U.S.

subsidiary of the Company, a Canadian subsidiary of the Company and a Swiss subsidiary of the Company are borrowers, and which will be guaranteed by the borrowers and certain other subsidiaries of the Company (the “Guarantees”).

The 2025 Credit Facilities are comprised of (i) a new $ 700 million senior secured term loan facility comprised of (a) a $ 392 million tranche of terms loans in United States dollars (the “USD Term Loans”), which was fully drawn by Michael Kors (USA), Inc.

on the Closing Date, and (b) a tranche of term loans in Euros in an amount equal to the Euro equivalent of $ 320 million, or € 296 million, at the time of closing (the “Euro Term Loans,” and together with the USD Term Loans, the “2025 Term Loans”), which were fully drawn by Michael Kors (Switzerland) GmbH on the Closing Date, and (ii) the existing $ 1.5 billion revolving credit facility (the “2022 Credit Facility”) as provided under the Existing Credit Agreement, which may be denominated in United States dollars and other currencies, including Euros, Canadian Dollars, Pounds Sterling, Japanese Yen and Swiss Francs, and which includes sub-facilities for the issuance of letters of credit up to $ 125 million and swing line loans at the administrative agent’s discretion of up to $ 100 million.

The 2025 Credit Facilities mature on July 1, 2027.

The applicable borrower is required to make quarterly principal payments in respect to the 2025 Term Loans on the last business day of each calendar quarter, commencing with the last business day of the first full calendar quarter ending after the Closing Date, in equal installments equal to 1.25 % of the original principal amount of the applicable 2025 Term Loans on the Closing Date.

Amounts repaid or prepaid in respect of the term loans may not be re-borrowed.

Pursuant to the Amended and Restated Credit Agreement, the obligations under the 2025 Credit Facilities are secured by liens on substantially all of the assets of the Company and its U.S.

subsidiaries that are borrowers and guarantors, excluding real property and other customary exceptions, and substantially all of the registered intellectual property of the Company and its subsidiaries.

With respect to certain non-ordinary course asset sales, the Company may elect to reinvest the net cash proceeds from such sales in the business of the Company and its subsidiaries, and to the extent it does not do so, the Company is required to apply such net cash proceeds to prepay the 2025 Term Loans, subject to certain thresholds and exceptions.

The 2025 Term Loans are also required to be prepaid with the net cash proceeds of any indebtedness for borrowed money that is not permitted under the Amended and Restated Credit Agreement, as well as from certain equity issuances by the Company.

Borrowings under the 2022 Credit Facility were used on the Closing Date to repay, in part, the $ 450 million senior unsecured delayed draw term loans (the “364 Day Term Loan”) due November 1, 2025 outstanding under the 2022 Credit Facility and to pay transaction costs, and may be used to finance working capital needs and other general corporate purposes of

the Company and its subsidiaries.

The 2025 Term Loans were borrowed on the Closing Date to repay outstanding indebtedness, including the 364 Day Term Loan, to pay transactions costs and for general corporate purposes of the Company and its subsidiaries.

It was a condition to the effectiveness of the Amended and Restated Credit Agreement that the Company repay all amounts outstanding in respect of the EUR 450 million senior unsecured term loan under the Versace Term Loan dated as of December 5, 2022 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, which repayment and termination occurred on February 4, 2025.

The Amended and Restated Credit Agreement provides for future incremental capacity in the form of increases in the 2022 Credit Facility, USD Term Loans or Euro Term Loans or additional tranches of term loans that are secured by pari passu liens on the collateral (“Incremental Facilities”) in an amount not to exceed the sum of (x) the excess of $ 750 million over the aggregate principal amount of Incremental Facilities and incremental equivalent debt incurred or established under this permission and (y) an additional amount such that after giving effect to such incurrence on a pro forma basis the ratio of indebtedness secured by liens on the collateral, minus unrestricted cash and cash equivalents not to exceed $ 200 million, to Consolidated EBITDAR (as defined below) for the most recent four quarter period for which financial statements are available would not exceed 3.00 to 1.00.

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, charges and expenses, subject to certain additions and deductions.

Borrowings under the 2022 Credit Facility bear interest, at the Company’s option, at (i) for loans denominated in United States dollars, (A) an alternate base rate (the “Alternate Base Rate”), which is the greatest of (x) the prime rate publicly announced from time to time by JPMorgan Chase, (y) 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 (z) the greater of term SOFR for an interest period of one month plus 10 basis points and zero , plus 100 basis points or (B) the greater of term SOFR for the applicable interest period plus 10 basis points (“Adjusted Term SOFR”) and zero (ii) for loans denominated in Pounds Sterling, the greater of SONIA and zero (iii) for loans denominated in Swiss Francs, the greater of SARON and zero (iv) for loans denominated in Euro, the greater of EURIBOR for the applicable interest period adjusted for statutory reserve requirements (“Adjusted EURIBOR Rate”) and zero (v) for loans denominated in Canadian Dollars, the greater of daily simple CORRA and zero and (vi) for loans denominated in Japanese Yen, the greater of TIBOR for the applicable interest period adjusted for statutory reserve requirements and zero in each case, plus an applicable margin based on the Company’s public debt ratings and/or net leverage ratio.

The USD Term Loans bear interest, at the Company’s option, at (1) the Alternate Base Rate or (2) the greater of Adjusted Term SOFR for the applicable interest period and zero .

The Euro Term Loans bear interest at the greater of the Adjusted EURIBOR Rate and zero .

The 2025 Credit Facilities provide for an annual administration fee and the Revolving Credit Facility provides for an unused commitment fee equal to 7.5 basis points to 17.5 basis points per annum, 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, which was 15.0 basis points as of March 29, 2025.

Loans under the 2025 Credit Facilities may be prepaid and commitments may be terminated or reduced by the borrowers without premium or penalty other than customary “breakage” costs.

The 2025 Credit Facilities also permit certain working capital facilities between the Company or any of its subsidiaries, on the one hand, and a lender or an affiliate of a lender under the 2025 Credit Facilities, on the other, to be guaranteed under the Guarantees, and permit certain swap obligations and banking services obligations owing to, supply chain financings with, and up to $ 100 million outstanding principal amount of bilateral letters of credit and bank guarantees issued by, a lender or an affiliate of a lender to be guaranteed and secured under the Guarantees and collateral documents.

The Amended and Restated Credit Agreement continues to require the Company to maintain a net leverage ratio as of the end of each fiscal quarter of no greater than 4.0 to 1;

provided, that on no more than two occasions, if the Company consummates a material acquisition, the Company may elect to increase the covenant level to 4.5 to 1 for the four fiscal quarter period commencing with the fiscal quarter in which such material acquisition is consummated.

Such net leverage ratio is calculated as the ratio of the sum of total indebtedness, plus the capitalized amount of all operating lease obligations, as of the date of the measurement, minus unrestricted cash and cash equivalents not to exceed $ 200 million, to Consolidated EBITDAR.

The Amended and Restated Credit Agreement also includes customary covenants that limit additional indebtedness, liens, acquisitions and other investments, dispositions, restricted payments and affiliate transactions.

The Amended and Restated Credit Agreement 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 or collateral document supporting the 2025 Credit Facilities 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 2025 Credit Facilities would be entitled to take various actions, including, but not limited to, terminating the commitments and accelerating amounts outstanding under the 2025 Credit Facilities and exercising remedies against collateral.

The Company had $ 755 million and $ 764 million of borrowings outstanding under the 2022 Revolving Credit Facility as of March 29, 2025 and March 30, 2024, respectively.

In addition, stand-by letters of credit of $ 1 million and $ 2 million were outstanding as of March 29, 2025 and March 30, 2024, respectively.

At March 29, 2025 and March 30, 2024, the amount available for future borrowings under the 2022 Revolving Credit Facility were $ 744 million and $ 734 million, respectively.

The Company had $ 3 million and $ 5 million of deferred financing fees related to the 2022 Revolving Credit Facility as of March 29, 2025 and March 30, 2024, respectively, and are recorded within other assets in the Company’s consolidated balance sheets.

As of March 29, 2025, the carrying value of borrowings outstanding under the 2025 Term Loans was $ 706 million, net of debt issuance costs of $ 6 million, and are recorded within long-term debt in the Company's consolidated balance sheets.

As of March 29, 2025, and the date these financial statements were issued, the Company was in compliance with all covenants related to the 2025 Credit Facilities.

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.

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 provided a senior unsecured term loan (the “Versace Term Loan”) in an aggregate principal amount of € 450 million (approximately $ 486 million).

The Versace Term Loan was not subject to amortization and had a maturity date of December 5, 2025.

The Company provided an unsecured guaranty of the Versace Term Loan.

During the fourth quarter of Fiscal 2025, the Company terminated and repaid the Versace Term Loan as part of their Amended and Restated Credit Agreement.

The Versace Term Loan beared 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 have been prepaid without premium or penalty other than customary “breakage” costs.

The Versace Term Loan required 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.

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.

The Versace Term Loan also included 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.

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.

The Versace Term Loan contained 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.

As of March 30, 2024, the carrying value was $ 485 million, net of $ 1 million of deferred financing fees, which were recorded within long-term debt in the Company’s consolidated balance sheets.

On October 20, 2017, Michael Kors (USA), Inc.

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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.

During the second quarter of Fiscal 2025, the Company drew on its 364 Day Term Loan in order to repay its $ 450 million Senior Notes at maturity.

Accordingly, the Senior Notes were repaid in full as of November 1, 2024.

The Senior Notes were unsecured and were guaranteed by the Company and its existing and future subsidiaries that guaranteed or were borrowers under the 2022 Credit Facility (subject to certain exceptions, including subsidiaries organized in China).

The Senior Notes were redeemable 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 Indenture contained covenants, including those that limited 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 was 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 were subject to important limitations and exceptions, as per the Indenture.

As of March 30, 2024, the carrying value of the Senior Notes was $ 450 million, which was recorded within short-term debt in the Company’s consolidated balance sheets.

Supplier Financing Program

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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.

The amount outstanding under this program as of March 29, 2025 and March 30, 2024 were $ 24 million and $ 11 million, respectively and are recorded as short-term debt in the Company’s consolidated balance sheets.

The following table presents a rollforward of the Company’s supplier financing program activities (in millions):

2025 March 30,

Obligations outstanding, beginning of year $ 11 $ 4

Invoices added during the year 149 128

Invoices settled during the year

( 136 ) ( 121 )

Obligations outstanding, end of year $ 24 $ 11

Japan Credit Facility

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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.

As of March 29, 2025 and March 30, 2024, 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.

As of March 29, 2025, 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 March 2026 subject to HSBC’s discretion.

The HK Credit Facility provides MKHKL with a revolving line of credit of up to 25 million Hong Kong dollars ($ 3 million), which includes bank guarantees of up to 10 million Hong Kong dollars ($ 1 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 29, 2025 and March 30, 2024, there were no borrowings outstanding under the HK HSBC Credit Facility.

As of March 29, 2025, 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.

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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.

As of March 29, 2025 and March 30, 2024, there were no borrowings outstanding under the HK SCB Credit Facility.

China Credit Facilities

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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 29, 2025 and March 30, 2024, there were no borrowings outstanding under the China HSBC Credit Facility.

As of March 29, 2025, 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.

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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.

As of March 29, 2025 and March 30, 2024, there were no borrowings outstanding under the China SCB Credit Facility.

Versace Facilities

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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 29, 2025, the outstanding balance was $ 10 million, which was recorded within long-term debt in the Company’s consolidated balance sheets.

As of March 29, 2025, the Company’s subsidiary, Gianni Versace S.r.l.

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The Versace Credit Facilities provide Versace with a swing line of credit of up to € 25 million ($ 27 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 29, 2025 and March 30, 2024, there were no borrowings outstanding under the Versace Credit Facility.

As of March 29, 2025, 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.

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credit of up to € 4 million ($ 4 million), which includes a bank guarantee of € 4 million ($ 4 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.

As of March 29, 2025 and March 30, 2024, there were no borrowings outstanding under the Versace BNP Credit Facility.

As of March 29, 2025, there were € 4 million ($ 4 million) bank guarantees outstanding under this facility.

Commitments and Contingencies

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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.

As of March 29, 2025, the Company also has other contractual commitments aggregating $ 2.145 billion, which consist of debt obligations of $ 1.506 billion, inventory purchase commitments of $ 553 million and other contractual obligations of $ 86 million, which primarily relate to the Company’s marketing and advertising obligations, information technology agreements and supply agreements.

Long-term Employment Contract

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Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

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:

At March 29, 2025 and March 30, 2024, 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.

The fair value of the Company’s derivative instruments are included in prepaid expenses and other current assets, other assets, accrued expenses and other current liabilities and in other long-term liabilities on 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.

See Note 15 for further detail.

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Fair value at March 29, 2025, using:

Fair value at April 1, 2023, using:

Fair value at March 30, 2024, using:

Quoted prices

identical assets

(Level 1) Significant

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(Level 3) Quoted prices

identical assets

(Level 1) Significant

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Derivative liabilities:

Forward foreign currency exchange contracts $ — $ 2 $ — $ — $ — $ —

Net investment hedges — 289 — — 88 —

Fair value hedges — — — — 3 —

Total derivative liabilities $ — $ 291 $ — $ — $ 88 $ —

The Company’s debt obligations are recorded in its consolidated balance sheets at carrying values, which may differ from the related fair values.

The Company’s debt obligations are recorded on 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.

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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

March 29, 2025 March 30, 2024

Value Estimated

Fair Value Carrying

Value Estimated

Revolving Credit Facilities $ 755 $ 755 $ 764 $ 764

2025 Term Loans $ 706 $ 699 $ — $ —

Versace Term Loan $ — $ — $ 485 $ 487

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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’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 (Versace and Jimmy Choo customer relationships), 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.

The Company recorded $ 797 million, $ 577 million, and $ 142 million of impairment charges during Fiscal 2025, Fiscal 2024, and Fiscal 2023, respectively.

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)

Brands $ 1,181 $ 884 $ 297

Goodwill $ 1,214 $ 784 $ 430

Brands 864 633 231

Operating Lease Right-of-Use Assets

Property and Equipment

Customer Relationships 10 — 10

Total $ 2,302 $ 1,505 $ 797

Brands $ 1,181 $ 884 $ 297

Goodwill 549 357 192

Operating Lease Right-of-Use Assets 175 98 77

Brands 224 200 24

Property and Equipment 19 8 11

Total $ 1,924 $ 1,347 $ 577

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

(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.

(1) Includes $ 2 million of impairment charges that were recorded within restructuring and other charges related to the Company’s Global Optimization Plan during Fiscal 2024.

Derivative Financial Instruments

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The Company does not enter into derivative contracts for trading or speculative purposes.

During the fourth quarter of Fiscal 2025, the Company entered into multiple EUR/USD forward contracts with total notional amounts of $ 50 million.

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.

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.

As of March 30, 2024, the Company had $ 2.5 billion of hedges outstanding to hedge its net investment in Swiss Franc (“CHF”) denominated subsidiaries, of which the Company will exchange semi-annual fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 % in CHF.

During the first quarter of Fiscal 2025, the Company entered into additional fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 450 million, of which the Company will exchange monthly fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 % in CHF.

During the second quarter of Fiscal 2025, the Company terminated multiple fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 325 million related to its net investment in CHF denominated subsidiaries which resulted in the Company receiving an immaterial amount of cash.

Subsequently, the Company entered into multiple fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 325 million related to its net investment in CHF denominated subsidiaries, of which the Company will exchange monthly fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 % in CHF.

During the fourth quarter of Fiscal 2025, the Company entered into additional fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 550 million, of which the Company will exchange monthly fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 % in CHF.

As of March 29, 2025, the Company had $ 3.5 billion of hedges outstanding to hedge its net investment in CHF denominated subsidiaries.

These contracts have maturity dates between July 2025 and October 2030 and are designated as net investment hedges.

As of March 30, 2024, the Company had $ 1.35 billion of cross-currency hedges outstanding related to its net investment in Euro denominated subsidiaries, of which $ 1 billion was related to float-to-float cross-currency hedges and $ 350 million was related to fixed-to-fixed cross currency hedges.

During the first quarter of Fiscal 2025, the Company entered into additional fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 534 million, of which the Company will exchange monthly fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 % in Euro.

During the second quarter of Fiscal 2025, the Company entered into additional fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 500 million, of which the Company will exchange monthly fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 % in Euro.

During the third quarter of Fiscal 2025, the Company terminated its float-to-float cross-currency swap agreements with an aggregate notional amount of $ 1 billion, which resulted in the Company receiving $ 42 million of cash.

These were subsequently replaced by fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 1 billion related to its net investment in Euro denominated subsidiaries, of which the Company will exchange monthly fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 % in Euro.

During the fourth quarter of Fiscal 2025, the Company terminated its fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 2.384 billion, which resulted in the Company receiving $ 42 million of cash.

These were subsequently replaced by fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 2.364 billion related to its net investment in Euro denominated subsidiaries, of which the Company will exchange monthly fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 % in Euro.

As of March 29, 2025, the Company had $ 2.364 billion of fixed-to-fixed cross-currency hedges outstanding related to its net investment in Euro denominated subsidiaries.

These contracts have maturity dates between January 2027 and July 2031 and have been designated as net investment hedges.

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 expense in the Company’s consolidated statements of operations and comprehensive (loss) income.

Accordingly, the Company recorded interest income of $ 117 million, $ 95 million and $ 38 million, respectively, during Fiscal 2025, Fiscal 2024 and Fiscal 2023.

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Upon discontinuation of the hedge, such amounts remain in CTA until the related net investment is sold or liquidated.

Interest Rate Swaps

During the second quarter of Fiscal 2025, the Company entered into multiple interest rate swaps with aggregate notional amounts of € 800 million.

The swaps were designed to mitigate the impact of adverse interest rate fluctuations for a portion of the Company’s variable rate debt.

€ 500 million of the total interest rate swaps entered into relate to the Company’s Senior Revolving Credit Facility expiring July 2027.

The remaining € 300 million of the interest rate swaps entered into relate to the Company’s Versace Term Loan expiring December 2025.

During the fourth quarter of Fiscal 2025, the Company terminated these interest rate swaps to coincide with the Company’s debt refinancing and paid $ 13 million.

As of both March 29, 2025 and March 30, 2024, the Company did not have any interest rate swap agreements outstanding.

See Note 12 for further detail on the Company’s debt refinancing.

When an interest rate swap agreement qualifies for hedge accounting as a cash flow hedge, the changes in the fair value are recorded in equity as a component of accumulated other comprehensive income and are reclassified into interest (income) expense, net, in the same period in which the hedged transactions affect earnings.

During Fiscal 2025, the Company recorded $ 1 million of interest income related to this agreement.

As of March 30, 2024, the Company did not have interest income related to interest rate swap agreements as they were entered into during the second quarter of Fiscal 2025.

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.

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 from Euro denominated intercompany loans on GBP denominated subsidiaries.

As of March 29, 2025 and March 30, 2024, there were no fair value hedges outstanding.

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):

In the fourth quarter of Fiscal 2024, the Company settled its Euro denominated intercompany loan and recognized $ 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 in foreign currency loss within the Company’s consolidated statements of operations and comprehensive (loss) income during Fiscal 2024 from the GBP Fair Value Hedge which offset translation losses from the underlying transaction.

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.

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 29, 2025 and March 30, 2024 (in millions):

Notional Amounts Assets Liabilities

2024 April 1,

2025 March 30,

2024 April 1,

2024 March 29,

2024 April 1,

2025 March 30,

2024 March 29,

2025 March 30,

Designated forward foreign currency exchange contracts $ 50 $ — $ — $ — $ 2 (1)

Designated net investment hedges 5,864 3,850 — 12 (2)

Designated fair value hedges — 1,084 — — — 3 (3)

Total hedges $ 5,914 $ 3,850 $ — $ 12 $ 291 $ 88

(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.

(1) Recorded within accrued expenses and other current liabilities on the Company’s consolidated balance sheets.

(2) Recorded within other assets on the Company’s consolidated balance sheets.

(3) As of March 29, 2025, the Company recorded $ 12 million within accrued expenses and other current liabilities and $ 277 million within other long-term liabilities on the Company’s consolidated balance sheets.

As of March 30, 2024, the Company recorded $ 3 million within accrued expenses and other current liabilities and $ 85 million within other long-term liabilities on 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

2024 April 1,

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 29, 2025 and March 30, 2024 would be as follows (in millions):

Forward Currency

Exchange Contracts Net

Investment Hedges

2025 March 30,

2024 April 1,

2024 March 29,

2025 March 30,

Assets subject to master netting arrangements

5 unchanged sentences

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

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, interest rate swaps and fair value hedges (in millions):

Fiscal Year Ended March 29, 2025 Fiscal Year Ended March 30, 2024 Fiscal Year Ended April 1, 2023

Pre-Tax Losses Recognized in OCI Pre-Tax Losses Recognized in OCI Pre-Tax Gains/(Losses) Recognized in OCI

Designated forward foreign currency exchange contracts $ — $ — $ 8

Designated net investment hedges $ ( 129 ) $ ( 17 ) $ 338

Designated interest rate swaps $ ( 12 ) $ — $ —

Designated fair value hedges $ — $ ( 8 ) $ ( 6 )

1 unchanged sentence

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

Pre-Tax (Gains) Losses

Reclassified from Accumulated OCI Location of (Gains) Losses Recognized

March 29, 2025 March 30, 2024 April 1, 2023

Designated forward foreign currency exchange contracts $ — $ ( 4 ) $ ( 14 ) Cost of goods sold

1 unchanged sentence

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.

During both Fiscal 2025 and Fiscal 2024, the Company did not have any undesignated forward foreign currency exchange contracts outstanding.

During Fiscal 2023 a gain of $ 2 million was 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.

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.

On November 9, 2022, the Company announced its Board of Directors approved a two-year share repurchase program to purchase up to $ 1.0 billion of its outstanding ordinary shares.

Share repurchases may be made in open market or privately negotiated transactions and/or pursuant to Rule 10b5-1 trading plans, subject to market conditions, applicable legal requirements, trading restrictions under the Company’s insider trading policy and other relevant factors.

however, pursuant to the terms of the Merger Agreement, and subject to certain limited exceptions, the Company 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

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.

However, pursuant to the terms of the Merger Agreement, and subject to certain limited exceptions, the Company was prohibited from repurchasing its ordinary shares other than the acceptance of Company ordinary shares as payment of the exercise price of Company options or for withholding taxes with respect of Company equity awards.

Accordingly, the Company did not repurchase any of its ordinary shares during the pendency of the Merger Agreement pursuant to the share repurchase program.

The share repurchase program expired on November 9, 2024.

During Fiscal 2025, and for the reasons set forth above, the Company did not purchase any shares through open market transactions under the share repurchase program.

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.

As of March 29, 2025, the Company had no remaining availability under the Company’s share repurchase program as it expired on November 9, 2024.

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.

4 unchanged sentences

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

amounts reclassified from AOCI to earnings — ( 1 ) ( 1 )

Other comprehensive income, net of tax 127 11 138

on Derivatives (2)

Other Comprehensive

Income (Loss)

Attributable to Capri

Balance at April 2, 2022 $ 184 $ 10 $ 194

3 unchanged sentences

Balance at April 1, 2023 143 4 147

Other comprehensive income before reclassifications 18 ( 14 ) 4

Other comprehensive (loss) income before reclassifications 18 ( 14 ) 4

amounts reclassified from AOCI to earnings — ( 10 ) ( 10 )

1 unchanged sentence

Balance at March 30, 2024 161 — 161

Other comprehensive loss before reclassifications ( 94 ) ( 10 ) ( 104 )

amounts reclassified from AOCI to earnings — — —

Other comprehensive loss, net of tax ( 94 ) ( 10 ) ( 104 )

Balance at March 29, 2025 $ 67 $ ( 10 ) $ 57

(1) Foreign currency translation adjustments for Fiscal 2025 primarily include a net $ 5 million translation loss, and a $ 89 million loss, net of taxes of $ 40 million, primarily relating to the Company’s net investment hedges.

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 2025 primarily relate to the Company’s interest rate swaps, net of taxes of $ 2 million, and are recorded within interest (income) expense, net, in the Company’s consolidated statements of operations and comprehensive (loss) income.

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.

1 unchanged sentence

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.

Share-Based Compensation

3 unchanged sentences

As of March 29, 2025, 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.

The Incentive Plan allows for grants of share options, restricted shares and restricted share 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 29, 2025, there were 2,716,741 ordinary shares available for future grants of equity awards under the Incentive Plan.

8 unchanged sentences

(in millions)

Outstanding at April 1, 2023

Outstanding at March 30, 2024

191,967 $ 65.97

10 unchanged sentences

The total intrinsic value of options exercised during both Fiscal 2025 and Fiscal 2024 were immaterial.

The cash received from options exercised during Fiscal 2024 and Fiscal 2023 was $ 1 million and $ 6 million, respectively.

The was no cash received from options exercised during Fiscal 2025 and $ 1 million in cash received from options exercised in Fiscal 2024.

As of March 29, 2025, there was no remaining unrecognized share-based compensation expense for unvested share options.

11 unchanged sentences

Service-based Performance-based

Stock Units Weighted

Share Units Weighted

Average Grant

Date Fair Value Number of

Stock Units Weighted

Share Units Weighted

Average Grant

Date Fair Value

Unvested at April 1, 2023

Unvested at March 30, 2024

2,688,284 $ 41.05 368,932 $ 41.34

6 unchanged sentences

The total fair value of service-based RSUs vested during Fiscal 2025, Fiscal 2024 and Fiscal 2023 was $ 64 million, $ 87 million and $ 80 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.

The total fair value of performance-based RSUs vested during Fiscal 2025, Fiscal 2024 and Fiscal 2023 were $ 1 million, $ 0 million and $ 7 million, respectively.

As of March 29, 2025, the remaining unrecognized share-based compensation expense for unvested, service-based and performance-based RSU grants was $ 69 million and $ 1 million, respectively, which is expected to be recognized over the related weighted-average period of approximately 2.6 years and 1.2 years.

2 unchanged sentences

Fiscal Years Ended

2024 April 1,

2025 March 30,

2024 April 1,

5 unchanged sentences

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):

Certain Capri subsidiaries are subject to taxation in the United States while various other Capri subsidiaries are subject to taxation in foreign jurisdictions and are aggregated in the “Non-United States” caption below.

(Loss) income before provision (benefit) for income taxes consisted of the following (in millions):

Fiscal Years Ended

2024 April 1,

2025 March 30,

2024 April 1,

1 unchanged sentence

Non-United States ( 578 ) ( 268 ) 563

Total (loss) income before (benefit) provision for income taxes $ ( 283 ) $ 648 $ 915

The (benefit) provision for income taxes was as follows (in millions):

Total (loss) income before provision (benefit) for income taxes $ ( 727 ) $ ( 283 ) $ 648

The provision (benefit) for income taxes consisted of the following (in millions):

Fiscal Years Ended

2024 April 1,

2025 March 30,

2024 April 1,

4 unchanged sentences

United States - Federal 197 (2)

( 12 ) ( 40 )

United States - State 30 ( 5 ) ( 6 )

Non-United States 161 (2)

Total deferred provision for income taxes ( 187 ) ( 101 ) ( 58 )

Total (benefit) provision for income taxes $ ( 54 ) $ 29 $ 92

Total deferred provision (benefit) for income taxes 388 ( 187 ) ( 101 )

Total provision (benefit) for income taxes $ 452 $ ( 54 ) $ 29

(1) Primarily relates to the release of uncertain tax positions in Fiscal 2025.

(2) Primarily relates to the valuation allowance on deferred tax assets recorded in Fiscal 2025.

(3) Primarily relates to the UK tax restructuring activities in Fiscal 2024.

1 unchanged sentence

(5) 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.

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):

The Company’s provision (benefit) for income taxes for the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023 were different from the amount computed by applying the statutory U.K.

income tax rates to the underlying (loss) income before provision (benefit) for income taxes as a result of the following (in millions):

Fiscal Years Ended

2024 April 1,

2025 March 30,

2024 April 1,

(Benefit) provision for income taxes at the U.K.

Provision (benefit) for income taxes at the U.K.

statutory tax rate (2)

5 unchanged sentences

Effect of changes in valuation allowances on deferred tax assets (4)

573 ( 78.8 ) % ( 9 ) 3.1 % ( 37 ) ( 5.8 ) %

Non-deductible goodwill impairment (5)

4 unchanged sentences

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 19 ( 2.6 ) % 7 ( 2.3 ) % ( 9 ) ( 1.3 ) %

3 unchanged sentences

(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.

(4) Includes a full valuation allowance recorded on the Company’s deferred tax assets in Fiscal 2025.

(5) Attributable to goodwill impairment charges related to Jimmy Choo and Versace in Fiscal 2025 and Jimmy Choo in Fiscal 2024 and Fiscal 2023.

Significant components of the Company’s deferred tax assets (liabilities) consist of the following (in millions):

Fiscal Years Ended

2024 April 1,

2025 March 30,

Deferred tax assets

10 unchanged sentences

Valuation allowance (4)

( 691 ) ( 176 )

Net deferred tax assets 376 865

3 unchanged sentences

Derivative financial instruments ( 140 ) ( 183 )

Other ( 11 ) —

Total deferred tax liabilities ( 715 ) ( 875 )

Net deferred tax liabilities $ ( 339 ) $ ( 10 )

(1) Includes an incremental Swiss valuation allowance recorded during Fiscal 2024.

(1) Includes foreign losses true-up from tax return filed in Fiscal 2025.

(2) Includes incremental U.S.

accrued interest recorded during Fiscal 2025.

(3) Includes the impact of the Jimmy Choo and Versace indefinite-lived intangible asset impairment recorded during Fiscal 2025.

(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.

(4) Includes the impact of the full valuation allowance recorded during Fiscal 2025 and an incremental Swiss valuation allowance recorded during Fiscal 2024.

(5) Includes the impact of the Jimmy Choo and Versace indefinite-lived intangible asset impairment recorded during Fiscal 2024.

The Company maintains a valuation allowance for deferred tax assets applicable to subsidiaries in jurisdictions for which separate income tax returns are filed by assessing both positive and negative available evidence to determine whether it is more likely than not that the deferred tax assets will be recoverable.

As a result of the three year cumulative loss at a consolidated level, the Company recorded a full valuation allowance resulting in an increase of $ 516 million of the valuation allowance in Fiscal 2025.

In Fiscal 2024 and Fiscal 2023 the valuation allowance increased by $ 124 million and decreased by $ 40 million, respectively.

In certain jurisdictions, the Company increased the valuation allowance by $ 549 million, $ 135 million and $ 6 million and decreased valuation allowances $ 33 million, $ 11 million and $ 14 million in Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.

The valuation allowance is evaluated periodically and can be reversed partially or in full depending on the future expectations of the realization of deferred tax assets on a jurisdictional level.

As of March 29, 2025, the Company had non-United States and United States net operating loss carryforwards of $ 1.656 billion, a portion of which will begin to expire in Fiscal 2026.

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.

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.

As of March 29, 2025 and March 30, 2024, the Company had liabilities related to its uncertain tax positions, including accrued interest, of $ 117 million and $ 188 million, respectively, which are included in other long-term liabilities in the Company’s consolidated balance sheets.

The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate, was $ 117 million, $ 173 million and $ 221 million as of March 29, 2025, March 30, 2024 and April 1, 2023, respectively.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding accrued interest, for Fiscal 2025, Fiscal 2024 and Fiscal 2023, are presented below (in millions):

Fiscal Years Ended

2024 April 1,

2025 March 30,

2024 April 1,

6 unchanged sentences

Decreases in prior period positions due to lapses in statute of limitations ( 16 ) ( 3 ) ( 3 )

( 3 ) ( 3 ) ( 3 )

Unrecognized tax benefits ending balance $ 99 $ 157 $ 200

(1) This amount is primarily related to a favorable Italian tax ruling related to stock compensation during Fiscal 2025.

(2) 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 Company recognized a reduction of $ 13 million and $ 11 million in interest and penalties in the consolidated statements of operations and comprehensive (loss) income for Fiscal 2025 and Fiscal 2024, respectively.

The Company recognized an increase of $ 14 million in interest and penalties in the consolidated statements of operations and comprehensive (loss) income for Fiscal 2023.

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.

14 unchanged sentences

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 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”), who is the Company’s Chairman and Chief Executive Officer, 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.

2 unchanged sentences

• 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.

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 the Versace Jeans Couture product line, fragrances, watches, 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:

• Michael Kors — segment includes revenue generated through the sale of Michael Kors products through four primary Michael Kors retail 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.

2 unchanged sentences

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.

Such costs primarily include certain administrative, corporate occupancy, shared service and information technology 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 transaction related income (costs), impairment charges and restructuring and other expense.

The segment structure is consistent with how the Company’s CODM plans and allocates resources, manages the business and assesses performance.

2 unchanged sentences

Fiscal Years Ended

2024 April 1,

2025 March 30,

2024 April 1,

4 unchanged sentences

Total revenue $ 4,442 $ 5,170 $ 5,619

Income from operations:

Cost of goods sold:

Versace $ 246 $ 306 $ 277

1 unchanged sentence

Michael Kors 1,170 1,333 1,432

Total segment income from operations 662 1,058 1,203

Total cost of goods sold $ 1,616 $ 1,831 $ 1,895

Selling, general and administrative expenses:

Versace $ 571 $ 644 $ 615

Jimmy Choo 393 394 380

Michael Kors 1,426 1,473 1,484

Corporate 191 273 229

Total selling, general and administrative expenses $ 2,581 $ 2,784 $ 2,708

Depreciation and amortization:

Versace $ 58 $ 55 $ 51

Jimmy Choo 29 29 29

Michael Kors 79 82 95

Corporate 27 22 4

Total depreciation and amortization $ 193 $ 188 $ 179

(Loss) income from operations:

Versace $ ( 54 ) $ 25 $ 152

Jimmy Choo ( 17 ) 3 38

Michael Kors 341 634 868

270 662 1,058

Corporate expenses ( 233 ) ( 275 ) ( 233 )

1 unchanged sentence

( 797 ) ( 575 ) ( 142 )

Merger related costs ( 20 ) — —

Transaction related income (costs) 15 ( 20 ) —

COVID-19 related charges (2)

2 unchanged sentences

( 7 ) ( 33 ) ( 16 )

Total (loss) income from operations $ ( 241 ) $ 679 $ 903

(Loss) income from operations $ ( 752 ) $ ( 241 ) $ 679

(1) Impairment of assets during Fiscal 2025 includes $ 656 million, $ 91 million and $ 50 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.

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 $ 2 million, $ 110 million and $ 30 million of impairment charges related to the Versace, Jimmy Choo and

Michael Kors reportable segments, respectively.

(2) COVID-19 related charges during Fiscal 2023 primarily include net inventory credits of $ 9 million and are recorded within costs of goods sold 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.

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(4) See Note 11 for details on the Company's restructuring program.

Depreciation and amortization expense for each segment are as follows (in millions):

Fiscal Years Ended

2024 April 1,

2023 April 2,

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

2024 April 1,

2025 March 30,

2024 April 1,

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Total revenue $ 4,442 $ 5,170 $ 5,619

2024 April 1,

2025 March 30,

2024 April 1,

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(1) Net revenues earned in the United States during Fiscal 2025, Fiscal 2024 and Fiscal 2023 were $ 2.258 billion, $ 2.546 billion and $ 2.951 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.

Long-lived assets located in the United States as of March 29, 2025, March 30, 2024 and April 1, 2023 were $ 812 million, $ 993 million and $ 826 million, respectively.

As of March 29, 2025, the Company’s total long-lived assets on its consolidated balance sheet were $ 2.842 billion, of which, $ 1.217 billion related to Michael Kors, $ 1.022 billion related to Versace and $ 603 million related to Jimmy Choo.

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Fiscal Years Ended

Total April 1,

Total March 30,

Total April 1,

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Apparel 601 13.6 % 965 18.7 % 1,107 19.7 %

Licensed product 230 4.4 % 222 4.0 % 241 4.3 %

Licensing revenue 201 4.5 % 219 4.2 % 211 3.8 %

Licensed product 192 4.3 % 230 4.4 % 222 4.0 %

Other 28 0.6 % 35 0.7 % 36 0.5 %

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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.

On April 10, 2025, the Company and Prada S.p.A.

(“Prada”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) whereby Prada has agreed to acquire certain subsidiaries of the Company which operate the Company’s Versace business for an aggregate purchase price of $ 1.375 billion in cash, subject to certain adjustments, including for net indebtedness, working capital and transaction expenses.

As of this date, the Company determined that the pending sale of the Versace business met the criteria for held-for-sale accounting and will be reported as such in the first quarter of Fiscal 2026.

The closing of the transaction is subject to customary closing conditions, including (a) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (b) regulatory approvals having been obtained in other specified jurisdictions outside of the United States, (c) the accuracy of each party’s representations and warranties as of the closing date, subject to materiality qualifications, (d) the absence of a material adverse effect with respect to the Versace business and (e) each party’s performance of its covenants under the Purchase Agreement in all material respects.

Prior to the closing, the Company expects to undertake a reorganization of certain of its subsidiaries in order to facilitate the transaction, which is currently anticipated to be structured as an acquisition by Prada of all of the outstanding interests in the Company’s indirect wholly owned subsidiary, GIVI Holding S.r.l.

The Purchase Agreement contains customary representations, warranties and covenants, and it contains limited indemnities by the parties for certain matters.

Between the time of the entry into the Purchase Agreement and the closing of the transaction, subject to certain exceptions, the Company has agreed to use its reasonable best efforts to conduct the Versace business in the ordinary course of business in all material respects and not to take certain actions with respect to the Versace business without Prada’s prior written consent.

At the closing of the transaction, the Company and Prada will enter into a transition services agreement pursuant to which the Company will provide Prada with certain transition services for the period of time and compensation as set forth therein.

The Purchase Agreement also includes customary termination provisions, including the right of either the Company or Prada to terminate the Purchase Agreement if (a) the closing of the transaction has not occurred by January 12, 2026 (subject to an automatic three month extension under certain circumstances), (b) there is an order or law that makes illegal or prohibits the consummation of the transaction or (c) the other party has breached its representations, warranties or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period.

The Company and Prada have agreed to use their respective reasonable best efforts to consummate the closing of the transaction as promptly as practicable, subject to certain additional provisions and limitations set forth in the Purchase Agreement.

Additional information about the Purchase Agreement is set forth in the Company's Current Report on Form 8-K filed with the U.S.

Securities and Exchange Commission on April 10, 2025.

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

What changed 10-K

Item 9A. Controls and Procedures