Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 5, 2025


CAPRI HOLDINGS LTD

(Exact name of Registrant as Specified in its Charter)

001-35368

(Commission File Number)


British Virgin Islands						N/A
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

90 Whitfield Street

2nd Floor

London, United Kingdom

W1T 4EZ

(Address of Principal Executive Offices)

44 207 632 8600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Ordinary Shares, no par value	CPRI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐


ITEM 2.02			RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 5, 2025, Capri Holdings Limited issued a press release containing its unaudited financial results for its third fiscal quarter ended December 28, 2024. A copy of the press release is attached hereto as Exhibit 99.1.


ITEM 9.01			FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.


Exhibit No.
99.1						Press Released issued by Capri Holdings Limited, dated February 5, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 99.1 is furnished to comply with Item 2.02 and Item 9.01 of Form 8-K. Exhibit 99.1 is not to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933 (except as shall be expressly set forth by specific reference in such filing).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		CAPRI HOLDINGS LIMITED
Date: February 5, 2025
	By:	/s/ Thomas J. Edwards, Jr.
	Name:	Thomas J. Edwards, Jr.
	Title:	Executive Vice President, Chief Financial Officer and Chief Operating Officer

Exhibit 99.1

Capri Holdings Limited Announces Third Quarter Fiscal 2025 Results

London — February 5, 2025 — Capri Holdings Limited (NYSE:CPRI), a global fashion luxury group, today announced its financial results for the third quarter of Fiscal 2025 ended December 28, 2024.

Third Quarter Fiscal 2025 Highlights

•Revenue decreased 11.6% on a reported basis and 11.4% in constant currency

•Adjusted operating margin of 6.0%

•Adjusted earnings per share of $0.45

John D. Idol, the Company's Chairman and Chief Executive Officer, said, "Overall our business remained challenged during the quarter and we were disappointed with our results. We are reevaluating our strategic initiatives to improve current sales trends. Looking ahead, we expect our performance to improve throughout fiscal year 2026 positioning us to return to growth in fiscal 2027 and beyond."

Mr. Idol concluded, "Our portfolio of iconic fashion luxury brands, Versace, Jimmy Choo and Michael Kors, are globally recognized and resonate with consumers. I am optimistic about Capri's future and remain confident in our long-term growth potential."

Third Quarter Fiscal 2025 Results

Financial Results and non-GAAP Reconciliation

The Company's results are reported in this press release in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and on an adjusted, non-GAAP basis. A reconciliation of GAAP to non-GAAP financial information is provided at the end of this press release.

Overview of Capri Holdings Third Quarter Fiscal 2025 Results

•Total revenue of $1.26 billion decreased 11.6% compared to last year. On a constant currency basis, total revenue decreased 11.4%. Total company retail sales declined low-double-digits while wholesale revenue decreased low-teens.

•Gross profit was $812 million and gross margin was 64.4%, compared to $928 million and 65.0% in the prior year. Gross profit margin declined 60 basis points primarily due to lower full price sell-throughs.

•Loss from operations was $590 million and operating margin was (46.8)%, compared to income from operations of $122 million and operating margin of 8.5% in the prior year. The loss was driven by a non-cash impairment charge of $675 million. Adjusted income from operations was $76 million and adjusted operating margin was 6.0%, compared to $172 million and 12.1% in the prior year. The decline in operating margin primarily reflects expense deleverage on lower revenue.

•Net loss was $547 million, or $(4.61) per share, compared to net income of $105 million, or $0.88 per diluted share, in the prior year. The loss was driven by a non-cash impairment charge of $602 million, or $5.08 per share. Adjusted net income was $54 million, or $0.45 per diluted share, compared to $142 million, or $1.20 per diluted share, in the prior year period.

•Net inventory as of December 28, 2024 was $892 million, a 13% decrease compared to the prior year.

•Cash flow from operating activities for the third quarter was an inflow of $309 million, while free cash flow was an inflow of $278 million.

•Cash and cash equivalents totaled $356 million, and total borrowings outstanding were $1.48 billion, resulting in net debt of $1.12 billion as of December 28, 2024 versus $1.60 billion last year.

•Capri Holdings' leverage ratio as calculated under the terms of the Company's credit facility was 2.77x as of December 28, 2024.

•As previously announced, on February 4, 2025, Capri Holdings entered into an amended and restated senior secured credit agreement which replaces the Company's existing $1.5 billion revolving credit facility and adds a new term loan of $700 million which was used to repay in full the Company's $450 million delayed draw term loan which would have otherwise become due in November 2025, and, together with borrowings under the revolver, to repay in full the €450 million Versace term loan which would have otherwise become due in December 2025. The maturity date under the Company's revolving credit facility and new term loan is July 2027.

Versace Third Quarter Fiscal 2025 Results

•Versace revenue of $193 million decreased 15.0% on both a reported basis and constant currency basis compared to prior year. Retail sales decreased mid-teens while wholesale revenue decreased double-digits. Revenue in the Americas declined 21%, while revenue in EMEA decreased 13% and revenue in Asia declined 11%. Versace's global database increased by 1.1 million new consumers, representing 15% growth over the last year.

•Versace operating loss was $21 million and operating margin was (10.9)%, compared to operating loss of $14 million and operating margin of (6.2)% in the prior year. The decline in operating margin rate was primarily due to expense deleverage on lower revenue.

Jimmy Choo Third Quarter Fiscal 2025 Results

•Jimmy Choo revenue of $159 million decreased 4.2% on both a reported basis and constant currency basis compared to prior year. Retail sales were in-line with prior year while wholesale revenue decreased mid-teens. Revenue in the Americas declined 10%, while revenue in EMEA increased 9% and revenue in Asia decreased 17%. Jimmy Choo's global database increased by 0.7 million new consumers, representing 12% growth over the last year.

•Jimmy Choo operating loss was $6 million and operating margin was (3.8)%, compared to operating income of $4 million and operating margin of 2.4% in the prior year. The decline in operating margin rate was primarily due to expense deleverage on lower revenue.

Michael Kors Third Quarter Fiscal 2025 Results

•Michael Kors revenue of $909 million decreased 12.1% on a reported basis and 11.7% on a constant currency basis compared to prior year. Retail sales decreased low-teens while wholesale revenue declined high-single-digits. Revenue in the Americas decreased 10%, while revenue in EMEA declined 13% and revenue in Asia decreased 27%. Michael Kors' global database increased by 9 million new consumers, representing 11% growth over the last year.

•Michael Kors operating income was $147 million and operating margin was 16.2%, compared to $219 million and 21.2% in the prior year. The decline in operating margin rate was primarily due to expense deleverage on lower revenue.

Outlook

The following guidance is provided on an adjusted, non-GAAP basis. Financial results could differ materially from the current outlook due to a number of external events which are not reflected in our guidance, including changes in global macroeconomic conditions, greater than anticipated inflationary pressures or loss of consumer confidence, and further considerable fluctuations in foreign currency exchange rates.

Fiscal Year 2025 Outlook

For Capri Holdings, the Company expects the following:

•Total revenue of approximately $4.4 billion, including a negative impact of approximately $40 million from foreign currency

•Adjusted operating income of approximately $100 million

•Ending inventory to be below prior year

For Versace, the Company expects the following:

•Total revenue of approximately $810 million, including a negative impact of approximately $10 million from foreign currency

•Operating margin in the negative high-single-digit range

For Jimmy Choo, the Company expects the following:

•Total revenue of approximately $600 million, including a negative impact of approximately $5 million from foreign currency

•Operating margin in the negative low-single-digit range

For Michael Kors, the Company expects the following:

•Total revenue of approximately $3.0 billion, including a negative impact of approximately $25 million from foreign currency

•Operating margin in the low-double-digit range

Fiscal Year 2026 Outlook

For Capri Holdings, the Company expects the following:

•Total revenue of approximately $4.1 billion, including a negative impact of approximately $100 million from foreign currency

•Adjusted operating income of approximately $150 million

For Versace, the Company expects the following:

•Total revenue of approximately $800 million, including a negative impact of approximately $25 million from foreign currency

•Operating margin of approximately break-even

For Jimmy Choo, the Company expects the following:

•Total revenue of approximately $550 million, including a negative impact of approximately $15 million from foreign currency

•Operating margin slightly negative

For Michael Kors, the Company expects the following:

•Total revenue of approximately $2.75 billion, including a negative impact of approximately $60 million from foreign currency

•Operating margin in the low-double-digit range

Conference Call Information

A conference call to discuss third quarter Fiscal 2025 results is scheduled for today, February 5, 2025 at 8:30 a.m. ET. A live webcast of the conference call will be available on the Company's website, www.capriholdings.com. In addition, a replay will be available shortly after the conclusion of the call and remain available until February 12, 2025. To access the telephone replay, listeners should dial 1-844-512-2921 or 1-412-317-6671 for international callers. The access code for the replay is 13750496. A replay of the webcast will also be available within two hours of the conclusion of the call.

Use of Non-GAAP Financial Measures

Constant currency effects are non-GAAP financial measures, which are provided to supplement our reported operating results to facilitate comparisons of our operating results and trends in our business, excluding the effects of foreign currency rate fluctuations. Because we are a global company, foreign currency exchange rates may have a significant effect on our reported results. We calculate constant currency measures and the related foreign currency impacts by translating the current year's reported amounts into comparable amounts using prior year's foreign exchange rates for each currency. All constant currency performance measures discussed below should be considered a supplement to and not in lieu of our operating performance measures calculated in accordance with U.S. GAAP. Additionally, this earnings release includes certain non-GAAP financial measures that exclude certain costs associated with impairment charges, restructuring and other charges, ERP implementation costs, Capri transformation costs and costs related to the previously terminated merger agreement with Tapestry, Inc. The Company uses non-GAAP financial measures, among other things,

to evaluate its operating performance and in order to represent the manner in which the Company conducts and views its business. The Company believes that excluding these items helps its management and investors compare operating performance based on its ongoing operations. While the Company considers the non-GAAP measures to be useful supplemental measures in analyzing its results, they are not intended to replace, nor act as a substitute for, any amounts presented in its consolidated financial statements prepared in conformity with U.S. GAAP and may be different from non-GAAP measures reported by other companies.

About Capri Holdings Limited

Capri Holdings is a global fashion luxury group consisting of iconic, founder-led brands Versace, Jimmy Choo and Michael Kors. Our commitment to glamorous style and craftsmanship is at the heart of each of our luxury brands. We have built our reputation on designing exceptional, innovative products that cover the full spectrum of fashion luxury categories. Our strength lies in the unique DNA and heritage of each of our brands, the diversity and passion of our people and our dedication to the clients and communities we serve. Capri Holdings Limited is publicly listed on the New York Stock Exchange under the ticker CPRI.

Forward Looking Statements

This press release contains statements which are, or may be deemed to be, "forward-looking statements." Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Capri about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. All statements other than statements of historical facts included herein, may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "plans", "believes", "expects", "intends", "will", "should", "could", "would", "may", "anticipates", "might" or similar words or phrases, are forward-looking statements. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions, which could cause actual results to differ materially from those projected or implied in any forward-looking statements. These risks, uncertainties and other factors include but are not limited to, our ability to respond to changing fashion, consumer traffic and retail trends; fluctuations in demand for our products; high consumer debt levels, recession and inflationary pressures; loss of market share and increased competition; reductions in our wholesale channel; the impact of epidemics, pandemics, disasters or catastrophes; levels of cash flow and future availability of credit; Capri’s ability to successfully execute its growth strategies; departure of key employees or failure to attract and retain highly qualified personnel; risks associated with operating in international markets and global sourcing activities, including disruptions or delays in manufacturing or shipments; the risk of cybersecurity threats and privacy or data security breaches; extreme weather conditions and natural disasters; general economic, political, business or market conditions; acts of war and other geopolitical conflicts; the risk of any litigation relating to the Company's previously proposed merger with Tapestry, Inc., the termination of the merger agreement and/or public disclosures related thereto; as well as the risk factors identified in the Company's Annual Report on Form 10-K, Form 10-Q and Form 8-K reports filed with the Securities and Exchange Commission. Please consult these documents for a more complete understanding of these risks and uncertainties. Any forward-looking statement in this press release speaks only as of the date made and Capri disclaims any obligation to update or revise any forward-looking or other statements contained herein other than in accordance with legal and regulatory obligations.

CONTACTS:

Investor Relations:

Jennifer Davis

+1 (201) 514-8234

Jennifer.Davis@CapriHoldings.com

Media:

Press@CapriHoldings.com

SCHEDULE 1

CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except share and per share data)

(Unaudited)


	Three Months Ended				Nine Months Ended
	December 28, 2024		December 30, 2023		December 28, 2024		December 30, 2023
Total revenue	$	1,261	$	1,427	$	3,407	$	3,947
Cost of goods sold	449		499		1,212		1,375
Gross profit	812		928		2,195		2,572
Total operating expenses	1,402		806		2,831		2,270
(Loss) income from operations	(590)		122		(636)		302

Interest (income) expense, net	(8)		1		(22)		12
Foreign currency loss (gain)	23		(2)		11		16
(Loss) income before income taxes	(605)		123		(625)		274
(Benefit) provision for income taxes	(59)		18		(90)		31
Net (loss) income	(546)		105		(535)		243
Less: Net income attributable to noncontrolling interest	1		—		2		—
Net (loss) income attributable to Capri	$	(547)	$	105	$	(537)	$	243
Weighted average ordinary shares outstanding:
Basic	118,543,746		116,795,382		118,150,485		116,967,118
Diluted	118,543,746		118,163,528		118,150,485		118,003,245
Net (loss) income per ordinary share:
Basic	$	(4.61)	$	0.89	$	(4.54)	$	2.07
Diluted	$	(4.61)	$	0.88	$	(4.54)	$	2.06

SCHEDULE 2

CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

(Unaudited)


	December 28, 2024		March 30, 2024		December 30, 2023
Assets
Current assets
Cash and cash equivalents	$	356	$	199	$	249
Receivables, net	275		332		339
Inventories, net	892		862		1,020
Prepaid expenses and other current assets	212		215		310
Total current assets	1,735		1,608		1,918
Property and equipment, net	533		579		560
Operating lease right-of-use assets	1,300		1,438		1,485
Intangible assets, net	1,099		1,394		1,727
Goodwill	667		1,106		1,319
Deferred tax assets	362		352		371
Other assets	209		212		237
Total assets	$	5,905	$	6,689	$	7,617
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	533	$	352	$	370
Accrued payroll and payroll related expenses	114		107		105
Accrued income taxes	39		64		74
Short-term operating lease liabilities	360		400		408
Short-term debt	25		462		461
Accrued expenses and other current liabilities	359		310		397
Total current liabilities	1,430		1,695		1,815
Long-term operating lease liabilities	1,278		1,452		1,459
Deferred tax liabilities	300		362		519
Long-term debt	1,454		1,261		1,383
Other long-term liabilities	372		319		506
Total liabilities	4,834		5,089		5,682
Commitments and contingencies

Shareholders’ equity
Ordinary shares, no par value; 650,000,000 shares authorized; 227,667,624 shares issued and 117,908,474 outstanding at December 28, 2024; 226,271,074 shares issued and 116,629,634 outstanding at March 30, 2024 and 225,904,103 shares issued and 116,262,663 outstanding at December 30, 2023	—		—		—
Treasury shares, at cost (109,759,150 shares at December 28, 2024, 109,641,440 shares at March 30, 2024 and 109,641,440 shares at December 30, 2023)	(5,462)		(5,458)		(5,458)
Additional paid-in capital	1,466		1,417		1,410
Accumulated other comprehensive income	122		161		31
Retained earnings	4,942		5,479		5,951
Total shareholders’ equity of Capri	1,068		1,599		1,934
Noncontrolling interest	3		1		1
Total shareholders’ equity	1,071		1,600		1,935
Total liabilities and shareholders’ equity	$	5,905	$	6,689	$	7,617

SCHEDULE 3

CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED SEGMENT DATA

($ in millions)

(Unaudited)


		Three Months Ended						Nine Months Ended
		December 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
Revenue by Segment and Region:

Versace	The Americas	$	58		$	73		$	192		$	251
	EMEA	85			98			265			339
	Asia	50			56			156			176
Versace Revenue		193			227			613			766

Jimmy Choo	The Americas	43			48			130			135
	EMEA	76			70			224			208
	Asia	40			48			118			138
Jimmy Choo Revenue		159			166			472			481

Michael Kors	The Americas	653			722			1,596			1,779
	EMEA	180			208			505			602
	Asia	76			104			221			319
Michael Kors Revenue		909			1,034			2,322			2,700

Total Revenue		$	1,261		$	1,427		$	3,407		$	3,947

(Loss) Income from Operations:
Versace		$	(21)		$	(14)		$	(41)		$	24
Jimmy Choo		(6)			4			(7)			11
Michael Kors		147			219			309			518
Total segment income from operations		120			209			261			553
Less: Corporate expenses		(51)			(68)			(178)			(210)
Impairment of assets		(675)			(6)			(718)			(26)
Merger related income (costs)		14			(8)			(1)			(12)
Restructuring and other income (expense)		2			(5)			—			(3)


Total (Loss) Income from Operations		$	(590)		$	122		$	(636)		$	302

Operating Margin:
Versace		(10.9)		%	(6.2)		%	(6.7)		%	3.1		%
Jimmy Choo		(3.8)		%	2.4		%	(1.5)		%	2.3		%
Michael Kors		16.2		%	21.2		%	13.3		%	19.2		%
Capri		(46.8)		%	8.5		%	(18.7)		%	7.7		%

SCHEDULE 4

CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

SUPPLEMENTAL RETAIL STORE INFORMATION

(Unaudited)


	As of
Retail Store Information:	December 28, 2024	December 30, 2023
Versace	234	233
Jimmy Choo	224	237
Michael Kors	747	800
Total number of retail stores	1,205	1,270

SCHEDULE 5

CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

CONSTANT CURRENCY DATA

(In millions)

(Unaudited)


	Three Months Ended				% Change
	December 28, 2024		December 30, 2023		As Reported		Constant Currency
Total Revenue:
Versace	$	193	$	227	(15.0)	%	(15.0)	%
Jimmy Choo	159		166		(4.2)	%	(4.2)	%
Michael Kors	909		1,034		(12.1)	%	(11.7)	%
Total Revenue	$	1,261	$	1,427	(11.6)	%	(11.4)	%


	Nine Months Ended				% Change
	December 28, 2024		December 30, 2023		As Reported		Constant Currency
Total Revenue:
Versace	$	613	$	766	(20.0)	%	(19.6)	%
Jimmy Choo	472		481		(1.9)	%	(1.5)	%
Michael Kors	2,322		2,700		(14.0)	%	(13.6)	%
Total Revenue	$	3,407	$	3,947	(13.7)	%	(13.3)	%

SCHEDULE 6

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(In millions, except per share data)

(Unaudited)


	Three Months Ended December 28, 2024
	As Reported		Impairment Charges		Restructuring and Other Charges (1)		ERP Implementation(2)		Capri Transformation (3)		Merger Related Costs (4)		As Adjusted
Gross profit	$	812	$	—	$	—	$	—	$	—	$	—	$	812


Operating expenses	$	1,402	$	(675)	$	2	$	(1)	$	(6)	$	14	$	736


Total (loss) income from operations	$	(590)	$	675	$	(2)	$	1	$	6	$	(14)	$	76



(Loss) income before income taxes	$	(605)	$	675	$	(2)	$	1	$	6	$	(14)	$	61
(Benefit) provision for income taxes	$	(59)	$	73	$	—	$	(1)	$	(3)	$	(4)	$	6
Net (loss) income attributable to Capri	$	(547)	$	602	$	(2)	$	2	$	9	$	(10)	$	54
Weighted average diluted ordinary shares outstanding	118,543,746												118,600,375
Diluted net (loss) income per ordinary share - Capri	$	(4.61)	$	5.08	$	(0.02)	$	0.01	$	0.07	$	(0.08)	$	0.45

______________________

(1)Amounts impacting operating expenses primarily relate to Global Optimization Plan lease termination gains and other store closure costs.

(2)Represents a multi-year ERP implementation which includes accounting, finance and wholesale and retail inventory solutions in order to create standardized finance IT applications across our organization.

(3)The Capri transformation program represents a multi-year, multi-project initiative intended to improve the operating effectiveness and efficiency of our organization by creating best in class shared platforms across our brands and by expanding our digital capabilities. These initiatives cover multiple aspects of our operations including supply chain, marketing, omni-channel customer experience, e-commerce, data analytics and IT infrastructure. During Fiscal 2024, the majority of our operational and IT projects were paused and we will continue to reassess these projects, along with related timing, in Fiscal 2026.

(4)Relates to costs incurred by the Company in connection with the previously terminated merger agreement with Tapestry, Inc. During the three months ended December 28, 2024, the Company received approximately $45 million from Tapestry, Inc. as reimbursement for merger related costs.

SCHEDULE 7

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(In millions, except per share data)

(Unaudited)


	Nine Months Ended December 28, 2024
	As Reported		Impairment Charges		Restructuring and Other Expense (1)		ERP Implementation (2)		Capri Transformation (3)		Merger Related Costs (4)		As Adjusted
Gross profit	$	2,195	$	—	$	—	$	—	$	—	$	—	$	2,195

Operating expenses	$	2,831	$	(718)	$	—	$	(9)	$	(32)	$	(1)	$	2,071


Total (loss) income from operations	$	(636)	$	718	$	—	$	9	$	32	$	1	$	124



(Loss) income before income taxes	$	(625)	$	718	$	—	$	9	$	32	$	1	$	135
Benefit for income taxes	$	(90)	$	83	$	—	$	1	$	4	$	—	$	(2)
Net (loss) income attributable to Capri	$	(537)	$	635	$	—	$	8	$	28	$	1	$	135
Weighted average diluted ordinary shares outstanding	118,150,485												118,544,856
Diluted net (loss) income per ordinary share - Capri	$	(4.54)	$	5.36	$	—	$	0.07	$	0.24	$	0.01	$	1.14

______________________

(1)Amounts impacting operating expenses primarily relate to Global Optimization Plan lease termination gains and other store closure costs.

(4)Relates to costs incurred by the Company in connection with the previously terminated merger agreement with Tapestry, Inc. During the nine months ended December 28, 2024, the Company received approximately $45 million from Tapestry, Inc. as reimbursement for merger related costs.

SCHEDULE 8

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(In millions, except per share data)

(Unaudited)


	Three Months Ended December 30, 2023
	As Reported		Impairment Charges		Restructuring and Other Charges (1)		ERP Implementation (2)		Capri Transformation (3)		Merger Related Costs (4)		As Adjusted
Gross profit	$	928	$	—	$	—	$	—	$	—	$	—	$	928

Operating expenses	$	806	$	(6)	$	(5)	$	(4)	$	(27)	$	(8)	$	756

Total income from operations	$	122	6		$	5	$	4	$	27	$	8	$	172



Income before provision for income taxes	$	123	$	6	$	5	$	4	$	27	$	8	$	173
Provision for income taxes	$	18	$	2	$	1	$	1	$	7	$	2	$	31
Net income attributable to Capri	$	105	$	4	$	4	$	3	$	20	$	6	$	142

Diluted net income per ordinary share - Capri	$	0.88	$	0.03	$	0.04	$	0.03	$	0.17	$	0.05	$	1.20

______________________

(1)Amounts impacting operating expenses primarily relate to equity awards associated with the acquisition of Gianni Versace S.r.l. and severance expenses incurred during the third quarter.

(4)Relates to costs incurred by the Company in connection with the previously terminated merger agreement with Tapestry, Inc.

SCHEDULE 9

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(In millions, except per share data)

(Unaudited)


	Nine Months Ended December 30, 2023
	As Reported		Impairment Charges		Restructuring and Other Charges (1)		ERP Implementation (2)		Capri Transformation (3)		Merger Related Costs (4)		As Adjusted
Gross profit	$	2,572	$	—	$	—	$	—	$	—	$	—	$	2,572

Operating expenses	$	2,270	$	(26)	$	(3)	$	(13)	$	(84)	$	(12)	$	2,132



Total income from operations	$	302	$	26	$	3	$	13	$	84	$	12	$	440

Foreign currency loss (gain)	$	16	$	—	$	(17)	$	—	$	—	$	—	$	(1)

Income before provision for income taxes	$	274	$	26	$	20	$	13	$	84	$	12	$	429
Provision for income taxes	$	31	$	6	$	4	$	3	$	19	$	3	$	66
Net income attributable to Capri	$	243	$	20	$	16	$	10	$	65	$	9	$	363

Diluted net income per ordinary share - Capri	$	2.06	$	0.17	$	0.14	$	0.08	$	0.55	$	0.08	$	3.08

______________________

(1)Amounts impacting operating expenses primarily relate to equity awards associated with the acquisition of Gianni Versace S.r.l. and severance for certain employees, partially offset by a $10 million gain on the sale of a long-lived corporate asset. The foreign currency exchange loss represents a charge recognized in conjunction with restructuring activities to rationalize certain legal entities within our structure.

(4)Relates to costs incurred by the Company in connection with the previously terminated merger agreement with Tapestry, Inc.

Cover Page Cover Page	Feb. 05, 2025
Cover [Abstract]
Entity Registrant Name	CAPRI HOLDINGS LTD
Document Period End Date	Feb. 05, 2025
Entity Emerging Growth Company	false
Title of 12(b) Security	Ordinary Shares, no par value
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Entity Address, Country	GB
Entity Address, Postal Zip Code	W1T 4EZ
Entity Incorporation, State or Country Code	D8
Entity File Number	001-35368
Document Type	8-K
Trading Symbol	CPRI
Security Exchange Name	NYSE
Entity Address, Address Line One	90 Whitfield Street
Entity Address, City or Town	London
Entity Address, State or Province	44
City Area Code	207
Local Phone Number	632 8600
Entity Central Index Key	0001530721
Amendment Flag	false