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What changed in Capri Holdings Ltd's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Capri Holdings Ltd's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+475 added−458 removedSource: 10-K (2025-05-28) vs 10-K (2024-05-29)

Top changes in Capri Holdings Ltd's 2025 10-K

475 paragraphs added · 458 removed · 336 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

94 edited+24 added−26 removed43 unchanged
Biggest changeWe are honored to have received recognitions of our inclusive culture and community throughout the fiscal year, including:certification in 2023 as a Great Place to Work® in the U.S.for the second consecutive year, also received for a second year in the UK by Michael Kors; being named to the Parity.Org 2023 Best Companies for Women to Advance and 2023 Best Companies for People of Color to Advance lists; inclusion in the 2023 Bloomberg Gender-Equality Index; receipt of HR Asia’s Best Companies to Work for in Asia 2023 award; and our D&I newsletter’s acknowledgment as the UK Company Culture Awards Best Internal Communications Campaign of the Year.
Biggest changeWe are honored to have received recognitions of our inclusive culture and community throughout the fiscal year, including: certification in 2024 as Best Workplace for Development ™ in the UK by Michael Kors; being named to the Parity.Org 2024 Best Companies for Equal Advancement Opportunity; and being listed in Seramount’s Best Companies for Multicultural Women List. Workplace Safety .
Information relating to corporate governance at our Company, including our Corporate Governance Guidelines, our Code of Business Conduct and Ethics for all directors, officers, and employees, and information concerning our directors, Committees of the Board, including Committee charters, and transactions in Company securities by directors and executive officers, is available at our website under the captions “Governance” and “Financials” and then “SEC Filings.” Paper copies of these filings and corporate governance documents are available to shareholders free of charge by written request to Investor Relations, Capri Holdings Limited, 90 Whitfield Street, 2nd Floor, London, United Kingdom, W1T 4EZ.
Information relating to corporate governance at our Company, including our Corporate Governance Guidelines, our Code of Business Conduct and Ethics for all directors, officers, and employees, and information concerning our directors, Committees of the Board, including Committee charters, and transactions in Company securities by directors and executive officers, is available at our website under the captions “Governance” or “Financials” and then “SEC Filings.” Paper copies of these filings and corporate governance documents are available to shareholders free of charge by written request to Investor Relations, Capri Holdings Limited, 90 Whitfield Street, 2nd Floor, London, United Kingdom, W1T 4EZ.
We have omni-channel capabilities from best-in-class digital platforms to state-of-the-art distribution facilities globally, which we leverage across businesses. We will continue to implement omni-channel capabilities throughout our businesses, we have begun leveraging our distribution centers globally to serve multiple brands. Strong Relationships with Premier Department Stores .
We have omni-channel capabilities from best-in-class digital platforms to state-of-the-art distribution facilities globally, which we leverage across businesses. We will continue to implement omni-channel capabilities throughout our businesses and have begun leveraging our distribution centers globally to serve multiple brands. Strong Relationships with Premier Department Stores .
Our Brands Versace Our Versace brand has long been recognized as one of the world’s leading international fashion design houses and is synonymous with Italian glamour and style. Founded in 1978 in Milan, Versace is known for its iconic and unmistakable style and unparalleled craftsmanship.
Our Brands Versace Our Versace brand has long been recognized as one of the world’s leading fashion design houses and is synonymous with Italian glamour and style. Founded in 1978 in Milan, Versace is known for its iconic and unmistakable style and unparalleled craftsmanship.
Michael Kors collection stores are located in some of the world’s most prestigious shopping areas and average approximately 2,900 gross square feet in size. The Michael Kors lifestyle stores are located in some of the world’s most frequented metropolitan shopping locations and leading regional shopping centers, and average approximately 2,700 gross square feet in size.
Michael Kors collection stores are located in some of the world’s most prestigious shopping areas and average approximately 2,700 gross square feet in size. The Michael Kors lifestyle stores are located in some of the world’s most frequented metropolitan shopping locations and leading regional shopping centers, and average approximately 2,700 gross square feet in size.
In addition to these reportable segments, we have certain corporate costs that are not directly attributable to our 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 (“ERP”) system implementation costs and Capri transformation program costs.
In addition to these reportable segments, we have certain corporate costs that are not directly attributable to our brands and, therefore, are not allocated to our segments. Such costs primarily include certain administrative, corporate occupancy, shared service and information technology systems expenses, including enterprise resource planning (“ERP”) system implementation costs and Capri transformation program costs.
We partner with leading wholesale customers, such as Bloomindale’s, Macy’s, Dillard’s and Saks Fifth Avenue in North America, as well as Galeries Lafayette, Harrods, Harvey Nichols, Printemps and Selfridges in Europe. These relationships enable us to access large numbers of our key consumers in a targeted manner.
We partner with leading wholesale customers, such as Bloomingdale’s, Dillard’s, Macy’s and Saks Fifth Avenue in North America, as well as Galeries Lafayette, Harrods, Harvey Nichols, Printemps and Selfridges in Europe. These relationships enable us to access large numbers of our key consumers in a targeted manner.
Benefits include, among others, medical, dental and vision plans, life insurance, short and long-term disability coverage, retirement plans (with matching contributions where applicable), paid parental leave for all parents, gender reassignment coverage and fertility support benefits in the United States, and a wellness program focused employees’ physical, emotional, financial and social wellness, including several digital therapeutic programs to assist with therapy, anxiety and worry and sleep.
Benefits include, among others, medical, dental and vision plans, life insurance, short and long-term disability coverage, retirement plans (with matching contributions where applicable), paid parental leave for all parents, gender reassignment coverage and fertility support benefits in the United States, and a wellness program focused on employees’ physical, emotional, financial and social wellness, including several digital therapeutic programs to assist with physical therapy, behavioral health therapy, anxiety and worry and sleep.
Generally, Jimmy Choo women’s and men’s luxury shoes retail from $400 to $6,000 and accessories retail from $200 to $6,000. Certain product categories, including Jimmy Choo fragrance and eyewear, are produced under product licensing agreements. Interparfums SA is the exclusive licensee for Jimmy Choo fragrances and beauty and EssilorLuxottica SA is the exclusive licensee for Jimmy Choo eyewear.
Generally, Jimmy Choo women’s and men’s luxury shoes retail from $400 to $5,000 and accessories retail from $200 to $5,000. Certain product categories, including Jimmy Choo fragrance and eyewear, are produced under product licensing agreements. Interparfums SA is the exclusive licensee for Jimmy Choo fragrances and beauty and EssilorLuxottica SA is the exclusive licensee for Jimmy Choo eyewear.
Jimmy Choo Jimmy Choo is a leading global luxury accessories brand offering a distinctive, glamorous and fashion-forward product range, whose core product offering is women’s luxury shoes, complemented by accessories, including handbags, small leather goods, jewelry, scarves and belts, as well as a men’s luxury shoes and accessories business.
Jimmy Choo Jimmy Choo is a leading global luxury accessories brand offering a distinctive, glamorous and fashion-forward product range, whose core product offering is women’s luxury shoes, complemented by accessories, including handbags, small leather goods, jewelry, scarves and belts, as well as a men’s luxury shoe and accessory business.
Item 1. Business Our Company Capri Holdings Limited (“Capri”) 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.
Item 1. Business Our Company Capri Holdings Limited (“Capri”) is a global fashion luxury group consisting of iconic brands Versace, Jimmy Choo and Michael Kors. Our commitment to glamorous style and craftsmanship is at the heart of each of our luxury brands.
Our founder-led design teams are supported by our senior management team with extensive experience across a broad range of disciplines in the retail industry, including design, sales, marketing, public relations, merchandising, real estate, supply chain and finance.
Our design teams are supported by our senior management team with extensive experience across a broad range of disciplines in the retail industry, including design, sales, marketing, public relations, merchandising, real estate, supply chain and finance.
Our Company strives to create inclusive workplaces where all of our employees are empowered and respected. We are committed to creating meaningful opportunities for our diverse Capri community to grow. • Our Philanthropy – Giving back is embedded in Capri’s culture.
Our Company strives to create inclusive workplaces where all of our employees are empowered and respected. We are committed to creating meaningful opportunities for our unique Capri community to grow. • Our Philanthropy – Giving back is embedded in Capri’s culture.
Through our benefits and compensation packages, learning and development programs, focus on diversity and inclusion, employee engagement, wellness and safety programs and supply chain empowerment initiatives, we continue to make significant investments in our Capri community. Governance and Oversight.
Through our benefits and compensation packages, learning and development programs, focus on community, employee engagement, wellness and safety programs and supply chain empowerment initiatives, we continue to make significant investments in our Capri community. Governance and Oversight.
Corporate Social Responsibility (“CSR”) Our CSR strategy focuses on four foundational pillars: • Our Governance – We believe responsible business practices start from the top, and we recognize the increasing importance of environmental, social and governance ("ESG") matters to our business and our stakeholders.
Corporate Social Responsibility Our CSR strategy focuses on four foundational pillars: • Our Governance – We believe responsible business practices start from the top, and we recognize the increasing importance of environmental, social and governance matters to our business and our stakeholders.
“Risk Factors” — “If we are unable to effectively execute our e-commerce business and provide a reliable digital experience for our customers, our reputation and operating results may be harmed.” Manufacturing and Sourcing We generally contract for the purchase of finished goods principally with independent third-party manufacturing contractors, whereby the manufacturing contractor is generally responsible for the entire manufacturing process, including the purchase of piece goods and trim for our Jimmy Choo and Michael Kors brands.
Risk Factors - “If we are unable to effectively execute our e-commerce business and provide a reliable digital experience for our customers, our reputation and operating results may be harmed.” Manufacturing and Sourcing We generally contract for the purchase of finished goods principally with independent third-party manufacturing contractors, whereby the manufacturing contractor is generally responsible for the entire manufacturing process, including the purchase of piece goods and trim for our Jimmy Choo and Michael Kors brands.
We consider our relations with both our union and non-union employees to be good. Benefits and Compensation. We maintain comprehensive benefits and compensation packages to attract, retain and recognize our employees. Our health and welfare benefit program is designed to provide a wide range of benefits to meet the health care, financial, work/life and mental wellbeing needs of eligible employees.
We consider our relations with both our union and non-union employees to be good. Benefits and Compensation. We maintain comprehensive benefit and compensation packages to attract, retain and recognize our employees. Our health and welfare benefit program is designed to provide a wide range of benefits to meet the health care, financial, work/life and mental well-being needs of eligible employees.
Execute on our corporate social responsibility strategy. We strive to foster a future where both people and the planet are cared for, and we believe that ethical business practices and giving back are critical to our success. Our corporate social responsibility (CSR) strategy focuses on four foundational pillars – Our Governance, Our World, Our Community and Our Philanthropy.
We strive to foster a future where both people and the planet are cared for, and we believe that ethical business practices and giving back are critical to our success. Our corporate social responsibility (“CSR”) strategy focuses on four foundational pillars – Our Governance, Our World, Our Community and Our Philanthropy.
We also have applications pending for a variety of related trademarks, copyrights, designs and patents in various countries throughout the world. As the worldwide usage of our material trademarks, copyrights, designs and patents continue to expand, we continue to strategically apply to register them in key countries where they are used.
We also have applications pending for a variety of related trademarks, copyrights, designs and patents in various countries throughout the world. As the worldwide usage of our material trademarks, copyrights, designs and patents continue to expand, we continue to strategically apply to register them in 14 Table of Contents key countries where they are used.
We remain steadfast in our commitment to support our philanthropic partners and to drive positive change in the communities where we live and work. Within each of our four foundational pillars are key CSR focus areas that guide our work in support of the United Nations Sustainable Development Goals (SDGs).
We remain steadfast in our commitment to support our philanthropic partners and to drive positive change in the communities where we live and work. 17 Table of Contents Within each of our four foundational pillars are key CSR focus areas that guide our work in support of the United Nations Sustainable Development Goals (SDGs).
“Risk Factors” — “A material delay or disruption in our information technology systems or e-commerce websites or our failure or inability to upgrade our information technology systems precisely and efficiently could have a material adverse effect on our business, results of operations and financial condition.” Human Capital Management At Capri, we strive to create workplaces where our employees and the workers across our supply chain thrive.
Risk Factors - “A material delay or disruption in our information technology systems or e-commerce websites or our failure or inability to upgrade our information technology systems precisely and efficiently could have a material adverse effect on our business, results of operations and financial condition.” Human Capital Management At Capri, we strive to create workplaces where our employees and the workers across our supply chain thrive.
E-commerce distribution for the United States market is conducted through third-party providers in New Jersey. Versace’s wholesale business is mainly serviced from three central warehouses located in Italy and the United States. Jimmy Choo’s primary distribution facility is our Company-owned and operated distribution facility in the Netherlands.
E-commerce distribution for the United States market is conducted through a third-party provider in New Jersey. Versace’s wholesale business is mainly serviced from three central warehouses located in Italy and the United States. Jimmy Choo’s primary distribution facility is our Company-owned and operated distribution facility in the Netherlands.
As the personal luxury goods market continues to evolve, Capri is committed to designing exceptional, innovative products that cover the full spectrum of fashion luxury categories, increasing customer engagement initiatives across all three brands and tailoring merchandise to customer shopping and communication preferences as part of our growth strategy. * Bain – Altagamma Luxury Goods Worldwide Market Study, Fall 2023 (November 15, 2023).
As the personal luxury goods market continues to evolve, Capri is committed to designing exceptional, innovative products that cover the full spectrum of fashion luxury categories, increasing customer engagement initiatives across all three brands and tailoring merchandise to customer shopping and communication preferences as part of our growth strategy. * Bain – Altagamma Luxury Goods Worldwide Market Study, Fall 2024 (November 13, 2024).
We are continuously improving the functionalities and features on our e-commerce sites to create innovative ways to keep our brands at the forefront of consumers’ minds by offering a broad selection of products, including accessories, apparel and footwear.
We are continuously improving the functionalities and features on our e-commerce sites to create innovative ways to keep our brands at the forefront of consumers’ minds by offering a broad selection of products, including accessories, apparel and footwear. See Item 1A.
Jimmy Choo is also the leading brand in editorial coverage for women’s luxury shoes globally. We believe our renowned brand founders, as well as our high-profile brand ambassadors and well-known social media influencers across our marketing programs help expand brand awareness and drive cultural relevance. In Fiscal 2024, we recognized approximately $412 million in advertising and marketing expenses globally.
Jimmy Choo is also the leading brand in editorial coverage for women’s luxury shoes globally. We believe our renowned brand founders, as well as our high-profile brand ambassadors and well-known social media influencers across our marketing programs help expand brand awareness and drive cultural relevance. In Fiscal 2025, we recognized approximately $363 million in advertising and marketing expenses globally.
Workplace Safety . Everyone working on behalf of our Company is entitled to work in a safe environment while maintaining their health and well being.
Everyone working on behalf of our Company is entitled to work in a safe environment while maintaining their health and well being.
We are currently undertaking a major, multi-year ERP implementation to upgrade our information technology platforms and systems worldwide. The implementation is occurring in phases over several years. We have launched the finance functionality of the ERP system in certain regions starting in Fiscal 2023. See Item 1A.
We are currently undertaking a major, multi-year ERP implementation to upgrade our information technology platforms and systems worldwide. The implementation is occurring in phases over several years. We have launched the finance functionality of the ERP system in certain regions starting in Fiscal 2023 which has continued in Fiscal 2025. See Item 1A.
The brand offers classic and timeless luxury products, alongside innovative collections that are intended to set and lead fashion trends. Jimmy Choo is represented through its global store network, its e-commerce sites, as well as through the most prestigious department and specialty stores worldwide.
Jimmy Choo products are unique, instinctively seductive and chic. The brand offers classic and timeless luxury products, alongside innovative collections that are intended to set and lead fashion trends. Jimmy Choo is represented through its global store network, its e-commerce sites, as well as through the most prestigious department and specialty stores worldwide.
Our commitment to health and safety is founded on a number of guiding principles 16 Table of Contents described in our Occupational Health and Safety Policy, which we published on our corporate website, and is bolstered by weekly safety informational newsletters for our distribution centers, monthly retail safety and security newsletters shared across our brands, and a robust health and safety training curriculum.
Our commitment to health and safety is founded on a number of guiding principles described in our Occupational Health and Safety Policy, which is published on our corporate website, and is bolstered by weekly safety informational newsletters for our distribution centers, monthly retail safety and security newsletters shared across our brands, and a robust health and safety training curriculum.
Our brands strive to create the highest quality luxury products with longevity and sustainability in mind. We 17 Table of Contents endeavor to operate responsibly in order to lower our impact on the planet and to promote industry-wide environmental change. • Our Community – We believe we have a responsibility to those who work with us.
Our brands strive to create the highest quality luxury products with longevity and sustainability in mind. We endeavor to operate responsibly in order to lower our impact on the planet and to promote industry-wide environmental change. • Our Community – We believe we have a responsibility to those who work with us.
Certain product categories, such as Versace Jeans Couture, eyewear, fragrances, jewelry, watches and home furnishings, are produced under product licensing agreements.
Certain product categories, such as Versace Jeans Couture, eyewear, fragrances, watches, home furnishings and tableware are produced under product licensing agreements.
Michael Kors’ largest manufacturing contractor, who produces its products in Asia and who Michael Kors has worked with for approximately 20 years, accounted for the production of approximately 12% of its finished products, based on dollar volume in Fiscal 2024. Nearly all of our Michael Kors products were produced in Asia in Fiscal 2024.
Michael Kors’ largest manufacturing contractor, who produces its products in Asia and who Michael Kors has worked with for approximately 20 years, accounted for the production of approximately 11% of its finished products, based on dollar volume in Fiscal 2025. Nearly all of our Michael Kors products were produced in Asia in Fiscal 2025.
We generally experience greater sales during our third fiscal quarter, primarily driven by holiday season sales, and the lowest sales during our first fiscal quarter. Import Restrictions and Other Governmental Regulations Virtually all of our imported products are subject to duties which may impact the costs of such products.
We generally experience greater sales during our third fiscal quarter, primarily driven by holiday season sales, and the lowest sales during our first fiscal quarter. Import Restrictions and Other Governmental Regulations Virtually all of our imported products are subject to duties which may impact the costs of such products. In April 2025, the U.S.
We continue to take steps to advance our CSR strategy and to support the United Nations Sustainable Development Goals. Our key sustainability goals, our plans for getting there, and an update on the progress we have made can be found in our annual CSR report located at www.capriholdings.com/CSR.
We continue to take steps to advance our CSR strategy and to support the United Nations Sustainable Development Goals. Our key sustainability goals, our plans to achieve these goals, and an update on the progress we have made can be found in our annual CSR report located at www.capriholdings.com/CSR .
Our Board of Directors has delegated oversight of matters relating to human capital management, including compensation, learning and development and diversity and inclusion to our Compensation and Talent Committee. Our Compensation and Talent Committee receives regular updates on our talent development strategies and other applicable areas of human capital management. Employee Profile.
Our Board of Directors has delegated oversight of matters relating to human capital management, including compensation and leadership and talent development to our Compensation and Talent Committee. Our Compensation and Talent Committee receives regular updates on our talent development strategies and other applicable areas of human capital management. Employee Profile.
In addition, we operate Versace e-commerce sites in the United States, Europe and China (covering 90 countries worldwide). We operated 234 Jimmy Choo retail stores as of March 30, 2024, in some of the most premier locations worldwide. Jimmy Choo retail stores, comprised of full-price stores and outlets, average approximately 1,500 gross square feet.
In addition, we operate Versace e-commerce sites in the United States, Europe and China (covering 90 countries worldwide). We operated 219 Jimmy Choo retail stores as of March 29, 2025, in some of the most premier locations worldwide. Jimmy Choo retail stores, comprised of full-price stores and outlets, average approximately 1,500 gross square feet.
“Risk Factors” — “The markets in which we operate are highly competitive, both within North America and internationally, and increased competition based on a number of factors could cause our profitability and/or gross margins to decline.” Seasonality We experience certain effects of seasonality with respect to our business.
See Item 1A. Risk Factors - “The markets in which we operate are highly competitive, both within North America and internationally, and increased competition based on a number of factors could cause our profitability and/or gross margins to decline.” Seasonality We experience certain effects of seasonality with respect to our business.
Documents filed with the SEC are also available on the SEC’s website at www.sec.gov . 18 Table of Contents
Documents filed with, or furnished to, the SEC are also available on the SEC’s website at www.sec.gov . 18 Table of Contents
In addition, we operate Jimmy Choo e-commerce sites in the United States, certain parts of Europe, Japan, China, Australia and Korea. We operated 769 Michael Kors stores as of March 30, 2024 with four primary retail formats: collection stores, lifestyle stores, outlet stores and e-commerce sites.
In addition, we operate Jimmy Choo e-commerce sites in the United States, certain parts of Europe, Japan, China, Australia and Korea. We operated 711 Michael Kors stores as of March 29, 2025 with four primary retail formats: collection stores, lifestyle stores, outlet stores and e-commerce sites.
We maintain a global customs and product compliance organization to help manage our import and related regulatory activity.
We maintain a global customs and product compliance organization to help manage our import and related regulatory risks and activities.
Generally, Jimmy Choo fragrances and beauty retail from $50 to $220 and Jimmy Choo eyewear retails from $300 to $600. Michael Kors Michael Kors has three primary collections that offer accessories, footwear and apparel: Michael Kors Collection, MICHAEL Michael Kors and Michael Kors Mens.
Generally, Jimmy Choo fragrances and beauty retail from $60 to $220 and Jimmy Choo eyewear retails from $300 to $1,500. Michael Kors Michael Kors has three primary collections that offer accessories, footwear and apparel: Michael Kors Collection, MICHAEL Michael Kors and Michael Kors Mens.
The content on this website and the content in our CSR reports are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC. 11 Table of Contents Collections and Products Our total revenue by major product category is as follows (in millions): Fiscal Years Ended March 30, 2024 % of Total April 1, 2023 % of Total April 2, 2022 % of Total Accessories $ 2,570 49.7% $ 2,826 50.3% $ 2,901 51.3% Footwear 1,151 22.3% 1,217 21.7% 1,208 21.4% Apparel 965 18.7% 1,107 19.7% 1,027 18.2% Licensed product 230 4.4% 222 4.0% 241 4.3% Licensing revenue 219 4.2% 211 3.8% 212 3.7% Other 35 0.7% 36 0.5% 65 1.1% Total revenue $ 5,170 $ 5,619 $ 5,654 Versace Versace is one of the leading international fashion design houses, representing the brand’s creative vision through a wide range of products.
The content on this website and the content in our CSR reports are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC. 11 Table of Contents Collections and Products Our total revenue by major product category is as follows (in millions): Fiscal Years Ended March 29, 2025 % of Total March 30, 2024 % of Total April 1, 2023 % of Total Accessories $ 2,183 49.1% $ 2,570 49.7% $ 2,826 50.3% Footwear 1,237 27.9% 1,151 22.3% 1,217 21.7% Apparel 601 13.6% 965 18.7% 1,107 19.7% 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% Total revenue $ 4,442 $ 5,170 $ 5,619 Versace Versace is one of the leading international fashion design houses, representing the brand’s creative vision through a wide range of products.
Generally, the Michael Kors Collection women’s handbags and small leather goods retail from $900 to $4,000, footwear retails from $400 to $1,800 and ready-to-wear retails from $400 to $10,000.
Generally, the Michael Kors Collection women’s handbags and small leather goods retail from $900 to $4,000, footwear retails from $400 to $1,800 and ready-to-wear retails from $400 to $10,000. The MICHAEL Michael Kors collection offers women’s accessories, primarily handbags and small leather goods, as well as footwear and apparel.
These programs are not just designed to ease students’ financial pressures but are part of a larger effort to help remove systemic roadblocks and increase opportunities within the fashion industry including through scholarship support, mentorship and hands-on experiences with current industry professionals. Employee Engagement.
These programs are not just designed to ease students’ financial pressures but are part of a larger effort to help remove systemic roadblocks and increase opportunities within the fashion industry through scholarship support, mentorship and hands-on experiences with current industry professionals. Employee Engagement. Enhancing our employee experience has always been an integral part of our strategy.
Approximately 11,100 of our employees were engaged in retail selling and administrative positions and our remaining employees were engaged in other aspects of our business as of March 30, 2024. As of March 30, 2024, we have approximately 3,400 employees covered by collective bargaining agreements in certain European countries.
Approximately 10,200 of our employees were engaged in retail selling and administrative positions and our remaining employees were engaged in other aspects of our business as of March 29, 2025. As of March 29, 2025, we have approximately 3,100 employees covered by collective bargaining agreements in certain European countries.
From haute-couture to ready-to-wear, footwear, accessories and home decor, Versace delivers a unique lifestyle that welcomes customers in its elegant yet glamorous universe. Generally, Versace’s haute couture retails up to $250,000, ready-to-wear retails from $200 to $15,000, accessories retail from $100 to $4,000 and footwear retail from $350 to $3,000.
From haute couture to ready-to-wear, footwear, accessories and home decor, Versace delivers a unique lifestyle that welcomes customers in its elegant yet glamorous universe. Generally, Versace’s haute couture retails up to $300,000, ready-to-wear retails from $200 to $13,000, accessories retail from $100 to $5,000, fashion jewelry from $200 to $2,500 and footwear retail from $350 to $3,000.
Swinger SA is the exclusive licensee for Versace Jeans Couture, Luxottica is the exclusive licensee for Versace eyewear, EuroItalia is the exclusive licensee for Versace fragrances, Vertime is the exclusive licensee for Versace watches and Poltrona Frau is the exclusive licensee for Versace home furnishings.
Swinger SA is the exclusive licensee for Versace Jeans Couture, Luxottica is the exclusive licensee for Versace eyewear, EuroItalia is the exclusive licensee for Versace fragrances, Vertime is the exclusive licensee for Versace watches and writing instruments, Poltrona Frau is the exclusive licensee for Versace home furnishings and Rosenthal is the exclusive licensee for tableware and porcelain items.
“Risk Factors” — “We primarily use foreign manufacturing contractors and independent third-party agents to source our finished goods, which poses legal, regulatory, political and economic risks to our business operations.” Our future manufacturing and sourcing strategy includes purchasing luxury manufacturing facilities in Italy to support all of our brands, pursuing manufacturing synergies across brands and securing capacity and improving our expertise in development and delivery.
Risk Factors - “We primarily use foreign manufacturing contractors and independent third-party agents to source our finished goods, which poses legal, regulatory, political and economic risks to our business operations.” We own two luxury footwear manufacturing facilities in Italy to support all of our brands, pursuing manufacturing synergies across brands and securing capacity and improving our expertise in development and delivery.
All raw materials arrive in a central warehouse in Novara, Italy and are distributed to independent third-party manufacturing contractors after the quality control process is complete. The vast majority of Versace’s production is located in Italy.
All raw materials arrive in a central warehouse in Novara, Italy and are distributed to independent third-party manufacturing contractors after the quality control process is complete. The vast majority of Versace’s production is located in Italy. The remaining production occurs elsewhere in Europe and a small portion is produced in Asia or North Africa.
Capri Community - Through diversity and inclusion comes understanding and strength. Our responsibility to promote equality is not just to those who work with us, but to our industry, the customers we serve and the communities around us.
Capri Community - Our responsibility to champion inclusion is not just to those who work with us, but to our industry, the customers we serve and the communities around us.
We are a global fashion luxury group, consisting of three iconic brands defined by fashion luxury products with a reputation for world-class design and innovation. The design leadership of our founder-designers Donatella Versace, Sandra Choi and Michael Kors is a unique advantage that we possess.
We are a global fashion luxury group, consisting of three iconic brands defined by fashion luxury products with a reputation for world-class design and innovation. The design leadership of our Chief Creative Officers is a unique advantage that we possess.
At the end of Fiscal 2024, 2023 and 2022, we had approximately 15,100, 15,500 and 14,600 total employees, respectively. As of March 30, 2024, we had approximately 10,200 full-time employees and approximately 4,900 part-time employees.
At the end of Fiscal 2025, 2024 and 2023, we had approximately 14,200, 15,100 and 15,500 total employees, respectively. As of March 29, 2025, we had approximately 9,700 full-time employees and approximately 4,500 part-time employees.
With an average of 26 years of experience in the retail industry, including at a number of public companies, and an average of 22 years of experience with our brands, our senior management team has strong creative and operational experience and a successful track record. For over 20 years, Donatella Versace has been Versace’s Artistic Director, molding Versace’s iconic style.
With an average of 25 years of experience in the retail industry, including at a number of public companies, and an average of 21 years of experience with our brands, our senior management team has strong creative and operational experience and a successful track record. Until recently, Donatella Versace had been Versace’s Chief Creative Officer, molding Versace’s iconic style.
Over the past several decades, the House of Versace has grown globally from its roots in haute couture, expanding into the design, manufacturing, distribution and retailing of ready-to-wear, accessories, footwear, eyewear, watches, jewelry, fragrance and home furnishings. Versace’s design team is led by Donatella Versace, who has been the brand’s Artistic Director for over 20 years.
Over the past several decades, the House of Versace has grown globally from its roots in haute couture, expanding into the design, manufacturing, distribution and retailing of ready-to-wear, accessories, footwear, eyewear, watches, jewelry, fragrance and home furnishings.
We carried out our most recent group-wide materiality assessment in 2022, the results of which helped to reinforce our CSR strategy and inform our reporting. Beyond our formal materiality assessment process, we periodically collect stakeholder input and feedback to better understand the ESG issues most relevant to our business. Additional information can be found at www.capriholdings.com/CSR.
Beyond our formal materiality assessment process, we periodically collect stakeholder input and feedback to better understand the ESG issues most relevant to our business. Additional information can be found at www.capriholdings.com/CSR .
In addition, we have licensing agreements through which we license to third-parties the use of our Versace, Jimmy Choo and Michael Kors brand names and trademarks, certain production rights and sales and/or distribution rights with respect to our brands. 8 Table of Contents The following table details our revenue by segment and geographic location (in millions): Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 Versace - the Americas $ 338 $ 408 $ 408 Versace - EMEA 444 468 425 Versace - Asia 248 230 255 Total Versace revenue 1,030 1,106 1,088 Jimmy Choo - the Americas 176 196 175 Jimmy Choo - EMEA 266 255 229 Jimmy Choo - Asia 176 182 209 Total Jimmy Choo revenue 618 633 613 Michael Kors - the Americas 2,298 2,616 2,627 Michael Kors - EMEA 791 819 835 Michael Kors - Asia 433 445 491 Total Michael Kors revenue 3,522 3,880 3,953 Total - the Americas 2,812 3,220 3,210 Total - EMEA 1,501 1,542 1,489 Total - Asia 857 857 955 Total revenue $ 5,170 $ 5,619 $ 5,654 Competitive Strengths We believe that the following strengths differentiate us from our competitors: Global Fashion Luxury Group Led by a World-Class Management Team and Renowned Designers .
In addition, we have licensing agreements through which we license to third-parties the use of our Versace, Jimmy Choo and Michael Kors brand names and trademarks, certain production rights and sales and/or distribution rights with respect to our brands. 8 Table of Contents The following table details our revenue by segment and geographic location (in millions): Fiscal Years Ended March 29, 2025 March 30, 2024 April 1, 2023 Versace - the Americas $ 260 $ 338 $ 408 Versace - EMEA 344 444 468 Versace - Asia 217 248 230 Total Versace revenue 821 1,030 1,106 Jimmy Choo - the Americas 168 176 196 Jimmy Choo - EMEA 287 266 255 Jimmy Choo - Asia 150 176 182 Total Jimmy Choo revenue 605 618 633 Michael Kors - the Americas 2,051 2,298 2,616 Michael Kors - EMEA 665 791 819 Michael Kors - Asia 300 433 445 Total Michael Kors revenue 3,016 3,522 3,880 Total - the Americas 2,479 2,812 3,220 Total - EMEA 1,296 1,501 1,542 Total - Asia 667 857 857 Total revenue $ 4,442 $ 5,170 $ 5,619 Competitive Strengths We believe that the following strengths differentiate us from our competitors: Three Powerful Fashion Luxury Brands that Resonate with Consumers.
We sell our Versace, Jimmy Choo and Michael Kors products through retail and wholesale channels in three principal geographic markets: the Americas (United States, Canada and Latin America), EMEA (Europe, Middle East and Africa) and Asia (Asia and Oceania). We also have wholesale arrangements pursuant to which we sell products to geographic licensees.
Geographic Information We generate revenue globally through our three reportable segments, as described above. We sell our Versace, Jimmy Choo and Michael Kors products through retail and wholesale channels in three principal geographic markets: the Americas (United States, Canada and Latin America), EMEA (Europe, Middle East and Africa) and Asia (Asia and Oceania).
Michael Kors Mens apparel generally retails from $50 to $1,000, men’s accessories generally retail from $50 to $800 and men’s footwear generally retails from $150 to $400. Certain product categories, including watches, jewelry, eyewear and fragrance, are produced under product licensing agreements. Fossil is our exclusive licensee for Michael Kors watches and jewelry.
Michael Kors Mens is an innovative collection of men’s ready-to-wear, accessories and footwear with a modern American style. Michael Kors Mens apparel generally retails from $50 to $1,000, men’s accessories generally retail from $50 to $800 and men’s footwear generally retails from $150 to $400. Certain product categories, including watches, jewelry, eyewear and fragrance, are produced under product licensing agreements.
Jimmy Choo Our Jimmy Choo brand offers a distinctive, glamorous and fashion-forward product range, enabling it to develop into a leading global luxury accessories brand, whose core product offering is women’s luxury shoes, complemented by accessories, including handbags, small leather goods, jewelry, scarves and belts, as well as men’s luxury shoes and accessories.
Jimmy Choo Our Jimmy Choo brand offers a distinctive, glamorous and fashion-forward product range, whose core product offering is women’s luxury shoes, complemented by accessories, including handbags, small leather goods, jewelry, scarves and belts, as well as men’s luxury shoes and accessories. In addition, certain categories, including fragrance and eyewear, are produced under licensing agreements.
These 10 Table of Contents synergies will be primarily focused on opportunities in our supply chain, information systems, back office support and manufacturing. Continue to increase our presence in Asia.
These synergies will be primarily focused on opportunities in our supply chain, information systems, back office support and manufacturing. Continue to execute on our strategies to grow Jimmy Choo.
For certain product categories, Michael Kors also has relationships with various agents who source finished goods with numerous manufacturing contractors on its behalf. This multi-supplier strategy provides specialized skills, scalability, flexibility and speed to market, as well as diversifies risk. In Fiscal 2024, one third-party buying agent sourced approximately 14% of Michael Kors finished goods purchases, based on dollar volume.
This multi-supplier strategy provides specialized skills, scalability, flexibility and speed to market, as well as diversifies risk. In Fiscal 2025, one third-party buying agent sourced approximately 15% of Michael Kors finished goods purchases, based on dollar volume.
We continue to refresh our learning and development programming by offering targeted skill-building for employees at all stages of their careers. During Fiscal 2024, we continued to offer quality training touchpoints to employees throughout our global organization, including programs around compliance, ethics and integrity, promoting respect in the workplace, global cybersecurity practices, and supply chain transparency.
During Fiscal 2025, we continued to offer quality training touchpoints to employees throughout our global organization, including programs around compliance, ethics and integrity, promoting respect in the workplace, global cybersecurity practices, and supply chain transparency.
Generally, Versace Jeans Couture retail from $75 to $1,300, Versace eyewear retails from $280 to $700, Versace fragrances retail from $50 to $330, Versace watches retail from $490 to $9,000 and Versace home furnishings, which include a variety of products, generally retail from $850 to $100,000.
Generally, Versace Jeans Couture retail from $75 to $1,300, Versace eyewear retails from $270 to $1,650, Versace fragrances retail from $68 to $330, Versace watches retail from $495 to $8,500, Versace home furnishings, which include a variety of products, generally retail from $480 to $100,000 and tableware retail from $65 to $28,000.
To that end, we are committed to improving the way we work in order to better the world in which we live. We plan to achieve our business strategy by focusing on the following strategic initiatives: Leverage group expertise and capabilities.
To that end, we are committed to improving the way we work in order to better the world in which we live. We plan to achieve our business strategy by focusing on the following strategic initiatives: 10 Table of Contents Maximize the Full Potential of our Three Distinct Fashion Luxury Houses.
Our Segments We operate in three reportable segments as follows: • Versace — accounted for approximately 20% of our total revenue in Fiscal 2024 and includes worldwide sales of Versace products through 236 retail stores (including concessions) and e-commerce sites, through wholesale doors (including multi-brand stores), as well as through product and geographic licensing arrangements. • Jimmy Choo — accounted for approximately 12% of our total revenue in Fiscal 2024 and includes worldwide sales of Jimmy Choo products through 234 retail stores (including concessions) and e-commerce sites, through wholesale doors (including multi-brand stores), as well as through product and geographic licensing arrangements. • Michael Kors — accounted for approximately 68% of our total revenue in Fiscal 2024 and includes worldwide sales of Michael Kors products through 769 retail stores (including concessions) and e-commerce sites, through wholesale doors, as well as through product and geographic licensing arrangements.
Taken together, our Michael Kors collections target a broad customer base while retaining our premium luxury image. 7 Table of Contents Our Segments We operate in three reportable segments as follows: • Versace — accounted for approximately 18% of our total revenue in Fiscal 2025 and includes worldwide sales of Versace products through 228 retail stores (including concessions) and e-commerce sites, through wholesale doors (including multi-brand stores), as well as through product and geographic licensing arrangements. • Jimmy Choo — accounted for approximately 14% of our total revenue in Fiscal 2025 and includes worldwide sales of Jimmy Choo products through 219 retail stores (including concessions) and e-commerce sites, through wholesale doors (including multi-brand stores), as well as through product and geographic licensing arrangements. • Michael Kors — accounted for approximately 68% of our total revenue in Fiscal 2025 and includes worldwide sales of Michael Kors products through 711 retail stores (including concessions) and e-commerce sites, through wholesale doors, as well as through product and geographic licensing arrangements.
The Michael Kors Collection establishes the aesthetic authority of the entire brand and is carried by select retail stores, our e-commerce sites, as well as in the finest luxury department stores in the world. MICHAEL Michael Kors has a strong focus on accessories, in addition to offering ready-to-wear and footwear.
Michael Kors offers three primary collections: the Michael Kors Collection line, the MICHAEL Michael Kors line and the Michael Kors Mens line. Michael Kors Collection establishes the aesthetic authority of the entire brand and is carried by select retail stores, our e-commerce sites, as well as in the finest luxury department stores in the world.
We also have a regional Michael Kors distribution center in Canada, which is leased, as well as regional Michael Kors distribution centers in the United States, Mainland China, Hong Kong, Japan, South Korea and Taiwan, which are operated by third-parties. 14 Table of Contents Intellectual Property We own VERSACE, JIMMY CHOO and MICHAEL KORS trademarks, as well as other material trademarks, copyrights, design and patent rights related to the production, marketing and distribution of our products, both in the United States and in other countries in which our products are principally sold.
Intellectual Property We own VERSACE, JIMMY CHOO and MICHAEL KORS trademarks, as well as other material trademarks, copyrights, design and patent rights related to the production, marketing and distribution of our products, both in the United States and in other countries in which our products are principally sold.
Some of the most widely recognized global trendsetters and celebrities wear our Michael Kors brand collections. Expertise in the Accessories Category. We have strong group expertise in accessories.
Michael Kors has received a number of awards, which recognize the contribution he and his team have made to the fashion industry and our Company. Some of the most widely recognized global trendsetters and celebrities wear our Michael Kors brand collections. Expertise in the Accessories Category. We have strong group expertise in accessories.
Michael Kors is a highly recognized luxury fashion brand in the Americas and Europe with growing brand awareness in other international markets. Michael Kors features distinctive designs, materials and craftsmanship that combines stylish elegance and a sporty attitude. Michael Kors offers three primary collections: the Michael Kors Collection line, the MICHAEL Michael Kors line and the Michael Kors Mens line.
Michael Kors is a highly recognized luxury fashion brand in the Americas and Europe with growing brand awareness in other international markets. Michael Kors features distinctive designs, materials and craftsmanship that embraces the allure of the jet set lifestyle.
In Fiscal 2023, we continued to support RISE: REimaginging Industry to Support Equality, a collaborative initiative to ensure women working in global supply chains experience greater dignity, equality, choice of opportunities and fulfillment of their rights. We also partnered with Empower Co., an organization working to build the first global voluntary market to measurably scale women’s empowerment.
In Fiscal 2025, we continued to support RISE: Reimagining Industry to Support Equality, a collaborative initiative to ensure women working in global supply chains experience greater dignity, equality, choice of opportunities and fulfillment of their rights.
All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance. For additional financial information regarding our segments and corporate unallocated expenses, see Note 20 to the accompanying consolidated financial statements. Industry We operate in the global personal luxury goods industry.
The segment structure is consistent with how the Company’s chief operating decision maker (“CODM”) plans and allocates resources, manages the business and assesses performance. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance. For additional financial information regarding our segments and corporate unallocated expenses, see Note 20 to the accompanying consolidated financial statements.
We aim to build an inclusive space where all employees have the opportunity to realize their full potential and excel, while contributing to our success in a meaningful way. Capri Talent - Differences in ideas and experiences allow our Company to thrive. We are attracting, advancing and advocating for a workforce that reflects the diversity of the world around us.
Our commitment is supported by three pillars: Capri Culture - We are creating an inclusive space where our employees are valued, respected and empowered to contribute in a meaningful way. Capri Talent - Differences in ideas and experiences allow our Company to thrive. We are attracting, advancing and advocating for a workforce that reflects the world around us.
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 expense and COVID-19 related expenses. The segment structure is consistent with how the Company’s chief operating decision maker (“CODM”) plans and allocates resources, manages the business and assesses performance.
In addition, certain other costs are not allocated to segments, including costs related to the previously proposed Merger and the pending sale of the Versace business, impairment charges, the impact of the war in Ukraine, restructuring and other expense and COVID-19 related expenses.
Most of Jimmy Choo’s products are produced by specialists in Italy, supported by other factories across Europe, with a small portion produced in Asia. Jimmy Choo has a product development facility in Florence. In addition to purchasing finished goods, Jimmy Choo also purchases raw materials for both product development and manufacturing purposes.
Jimmy Choo products are manufactured by our owned Italian ateliers and shoe manufacturers as well as by independent third-party manufacturing contractors. Most of Jimmy Choo’s products are produced by specialists in Italy, supported by other factories across Europe, with a small portion produced in Asia. Jimmy Choo has a product development facility in Florence.
The Michael Kors brand was launched over 40 years ago by Michael Kors, a world-renowned designer, who is responsible for conceptualizing and directing the design of our Michael Kors brand products. We believe that the Michael Kors brand name has become synonymous with luxurious fashion that is timeless and elegant, expressed through the brand’s sophisticated accessories and ready-to-wear collections.
We believe that the Michael Kors brand name has become synonymous with luxurious fashion that is timeless and elegant, expressed through the brand’s sophisticated accessories and ready-to-wear collections. Each of our Michael Kors brand collections exemplifies a glamorous lifestyle and features high quality designs, materials and craftsmanship.
Michael Kors contracts for the purchase of finished goods principally with independent third-party manufacturing contractors that are generally responsible for the entire manufacturing process, including the purchase of piece goods and trim. Product manufacturing for the Michael Kors brand is allocated among third-party manufacturing contractors based on their capabilities, the availability of production capacity, pricing and delivery.
Product manufacturing for the Michael Kors brand is allocated among third-party manufacturing contractors based on their capabilities, the availability of production capacity, pricing and delivery. For certain product categories, Michael Kors also has relationships with various agents who source finished goods with numerous manufacturing contractors on its behalf.
Through The Capri Holdings Foundation for the Advancement in Diversity in Fashion, we are also driving diversity, inclusion and equality throughout the fashion industry by working collaboratively with educational institutions to create meaningful opportunities in fashion for historically underrepresented communities, including the Black, Indigenous and People of Color (BIPOC) community.
Through The Capri Holdings Foundation for the Advancement of Diversity in Fashion, we are also working collaboratively with educational institutions to create meaningful opportunities in the fashion industry for historically underrepresented communities. We established two additional partnerships in Fiscal 2025 with The New School’s Parsons School of Design and The Heritage Crafts Association.
In our wholesale business, we compete with numerous manufacturers, importers and distributors of products like ours for the limited space available for product display. Moreover, the general availability of manufacturing contractors allows new entrants easy access to the markets in which we compete, which may increase the number of our competitors and adversely affect our competitive position and our business.
Moreover, the general availability of manufacturing contractors allows new entrants easy access to the markets in which we compete, which may increase the number of our competitors and adversely affect our competitive position and our business. We believe, however, that we have significant competitive advantages because of the recognition of our brands and the acceptance of our brands by consumers.
We honor our employees through our dedication to development and believe that enabling opportunity means ensuring our teams have the skills they need to build fulfilling careers with us. We promote employee performance with personalized development plans and by providing individualized feedback at regular intervals throughout the year, and all employees participate in a formal performance review process annually.
We promote employee performance with personalized development plans and by providing individualized feedback at regular intervals throughout the year, and all employees participate in a formal performance review process annually. We continue to refresh our learning and development programming by offering targeted skill-building for employees at all stages of their careers.
In addition, countries to which we ship our products may impose safeguard quotas to limit the quantity of products that may be imported. We utilize free trade agreements and other supply chain initiatives in order to maximize efficiencies and cost savings relating to product importation.
Where we can, we utilize free trade agreements and other supply chain initiatives in order to maximize efficiencies and cost savings relating to product importation.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdditionally, we may incur increased costs and experience a significant strain on our resources to account for implementation of additional required security measures and technologies to protect personal data and confidential information or to comply with current and new state, federal and international laws governing the unauthorized disclosure of confidential information which are continuously being enacted and proposed, such as the General Data Protection Regulation (“GDPR”) in the EU and the UK, various consumer privacy and data privacy and protection acts in the United States, including, but not limited to, the American Data Privacy and Protection Act, the California Consumer Privacy Act as amended by the California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Utah Consumer Privacy Act, the Connecticut Data Privacy Act, the Iowa Consumer Data Protection Act, the Montana Consumer Data Privacy Act, the Oregon Consumer Privacy Act, the Washington MY Health My Data Act, the Florida Digital Bill of Rights, the Texas Data Privacy and Security Act and the Personal Information Protection Law in China.
Biggest changeAdditionally, we may incur increased costs and experience a significant strain on our resources to account for the implementation of additional required security measures and technologies to protect personal data and confidential information or to comply with current and new state, federal and international laws governing the unauthorized disclosure of confidential information which are continuously being enacted and proposed, such as the General Data Protection Regulation (“GDPR”) in the EU and the UK, various consumer privacy and data privacy and protection acts in the United States, including, but not limited to, the California Consumer Privacy Act as amended by the California Privacy Rights Act, and similar comprehensive privacy laws of other states, as well as the Personal Information Protection Law in China.
Their capabilities in these areas may enable them to better withstand periodic downturns in the accessories, footwear and apparel industries (including as a result of recent inflationary pressures and other macroeconomic factors), compete more effectively on the basis of price and production and more quickly develop new products.
Their capabilities in these areas may enable them to better withstand periodic downturns in the accessories, footwear and apparel industries (including as a result of recent inflationary pressures and other macroeconomic factors), compete more effectively on the basis of price and production and develop new products more quickly.
As a company engaged in sourcing on a global scale, we are subject to the risks inherent in such activities, including, but not limited to: • pandemics, epidemics and health-related concerns, including related to COVID-19 or variants thereof; • political or labor instability, labor shortages (stemming from labor disputes or otherwise), or increases in costs of labor or production in countries where manufacturing contractors and suppliers are located; • labor disputes or strikes at the location of the source of our goods and/or at ports of entry; • disruptions, delays or reductions in shipments, including port delays and congestion, and/or capacity constraints on transportation of goods or at our factories; • significant increase in freight, shipping and other logistics costs, including as a result of disruptions at ports of entry; • political or military conflict (such as the current war in Ukraine); • heightened terrorism security concerns; 24 Table of Contents • a significant decrease in availability or an increase in the cost of raw materials, including sustainable materials, or other limitations on our ability to use raw materials or goods produced in a country that is a major provider due to political, human rights, labor, environmental or other concerns; • the migration and development of manufacturing contractors; • product quality issues; • imposition of regulations, quotas and safeguards relating to imports and our ability to adjust in a timely manner to changes in trade regulations; • increases in the costs of fuel (including volatility in the price of oil), travel and transportation (including vessel and freight); • imposition of duties, taxes and other charges on imports; • significant fluctuation of the value of the United States dollar against foreign currencies; • restrictions on transfers of funds out of countries where our foreign licensees are located; • compliance by our independent manufacturers and suppliers with our Supplier Code of Conduct and other applicable compliance policies; • compliance with United States laws regarding the identification and reporting on the use of “conflict minerals” sourced from the Democratic Republic of the Congo in the Company’s products and the United States Foreign Corrupt Practices Act, U.K.
As a company engaged in sourcing on a global scale, we are subject to the risks inherent in such activities, including, but not limited to: • pandemics, epidemics and health-related concerns, including related to COVID-19 or variants thereof; • political or labor instability, labor shortages (stemming from labor disputes or otherwise), or increases in costs of labor or production in countries where manufacturing contractors and suppliers are located; • labor disputes or strikes at the location of the source of our goods and/or at ports of entry; • disruptions, delays or reductions in shipments, including port delays and congestion, and/or capacity constraints on transportation of goods or at our factories; • significant increase in freight, shipping and other logistics costs, including as a result of disruptions at ports of entry; • political or military conflict (such as the current war in Ukraine); • heightened terrorism security concerns; • a significant decrease in availability or an increase in the cost of raw materials, including sustainable materials, or other limitations on our ability to use raw materials or goods produced in a country that is a major provider due to political, human rights, labor, environmental or other concerns; • the migration and development of manufacturing contractors; • product quality issues; • imposition of regulations, quotas and safeguards relating to imports and our ability to adjust in a timely manner to changes in trade regulations; 21 Table of Contents • increases in the costs of fuel (including volatility in the price of oil), travel and transportation (including vessel and freight); • imposition of duties, taxes and other charges on imports; • significant fluctuation of the value of the United States dollar against foreign currencies; • restrictions on transfers of funds out of countries where our foreign licensees are located; • compliance by our independent manufacturers and suppliers with our Supplier Code of Conduct and other applicable compliance policies; • compliance with United States laws regarding the identification and reporting on the use of “conflict minerals” sourced from the Democratic Republic of the Congo in the Company’s products and the United States Foreign Corrupt Practices Act, U.K.
Our substantial level of indebtedness could have negative consequences to our business and we cannot guarantee that our business will generate sufficient cash flow from our operations or that future borrowings will be available to us in an amount sufficient to enable us to make payments of our debt, fund other liquidity needs, make necessary capital expenditures or pursue certain business opportunities.
Our substantial level of indebtedness could have negative consequences to our business and we cannot guarantee that our business will generate sufficient cash flow from our operations or that future borrowings will be available to us in an amount sufficient to enable us to make payments on our debt, fund other liquidity needs, make necessary capital expenditures or pursue certain business opportunities.
Risks Related to Our Business We may not be able to respond to changing fashion and retail trends in a timely manner, which could have a material adverse effect on our brands, business, results of operations and financial condition. The accessories, footwear and apparel industries have historically been subject to rapidly changing fashion trends and consumer preferences.
Risks Related to Our Industry We may not be able to respond to changing fashion and retail trends in a timely manner, which could have a material adverse effect on our brands, business, results of operations and financial condition. The accessories, footwear and apparel industries have historically been subject to rapidly changing fashion trends and consumer preferences.
This may impact our ability to manage the profitability of our store locations, or cause impairments of our lease right-of-use assets if market values decline, any of which could have a material adverse effect on our financial condition or results of operations. We are dependent on a limited number of distribution facilities.
This may impact our ability to manage the profitability of our store locations, or cause impairments of our operating lease right-of-use assets if market values decline, any of which could have a material adverse effect on our financial condition or results of operations. We are dependent on a limited number of distribution facilities.
We have also entered into a number of select licensing agreements pursuant to which we have granted third-parties certain rights to distribute and sell our products in certain geographical areas and have a number of joint ventures. In the future, we may enter into additional licensing and/or joint venture arrangements.
We have also entered into a number of select licensing agreements pursuant to which we have granted third-parties certain rights to distribute and sell our products in certain geographical areas and have a limited number of joint ventures. In the future, we may enter into additional licensing and/or joint venture arrangements.
If our investment rating is downgraded in the future, it could result in reduced access to the credit and capital markets, more restrictive covenants in future financial documents and higher interest costs and potentially increased lease or hedging costs.
If our credit rating is downgraded in the future, it could result in reduced access to the credit and capital markets, more restrictive covenants in future financial documents and higher interest costs and potentially increased lease or hedging costs.
The terms of our indebtedness contain affirmative and negative covenants that impose operating and financial restrictions on us and may restrict our ability to engage in future business opportunities or pursue our strategies.
The terms of our indebtedness also contain affirmative and negative covenants that impose operating and financial restrictions on us and may restrict our ability to engage in future business opportunities or pursue our strategies.
Lastly, increased scrutiny by federal regulators (such as the FTC) and state attorney generals focused on the retail industry may lead to increased privacy and cyber security costs such as organizational changes, deploying additional personnel, acquiring and implementing enhanced privacy and security technologies on e-commerce sites, mandatory employee training for those handling customer and employee personal data, and engaging third-party experts and consultants, and the unauthorized use of proprietary information may lead to lost revenues.
Lastly, increased scrutiny by federal regulators (such as the FTC) and state attorney generals focused on the retail industry may lead to increased privacy and cybersecurity costs such as organizational changes, deploying additional personnel, acquiring and implementing enhanced privacy and security technologies on e-commerce sites, mandatory employee training for those handling customer and employee personal data, and engaging third-party experts and consultants, and the unauthorized use of proprietary information may lead to lost revenues.
Competition is based on a number of factors, including, without limitation, the following: • anticipating and responding to changing consumer demands in a timely manner; • establishing and maintaining favorable brand name recognition; • determining and maintaining product quality; • retaining key employees; • maintaining and growing market share; • developing quality and differentiated products that appeal to consumers; • establishing and maintaining acceptable relationships with retail customers; • pricing products appropriately; • providing appropriate service and support to retailers; • optimizing retail and supply chain capabilities; • determining size and location of retail and department store selling space; and • protecting intellectual property.
Competition is based on a number of factors, including, without limitation, the following: • anticipating and responding to changing consumer demands in a timely manner; • establishing and maintaining favorable brand name recognition; • determining and maintaining product quality; • retaining key employees; • maintaining and growing market share; • developing quality and differentiated products that appeal to consumers; • establishing and maintaining acceptable relationships with retail customers; 19 Table of Contents • pricing products appropriately; • providing appropriate service and support to retailers; • optimizing retail and supply chain capabilities; • determining the size and location of retail and department store selling space; and • protecting intellectual property.
Generally, the areas in which the courts will intervene are the following: (i) an act complained of which is outside the scope of the authorized business or is illegal or not capable of ratification by the majority; (ii) acts that constitute fraud on the minority where the wrongdoers control the Company; (iii) acts that infringe on the personal rights of the shareholders, such as the right to vote; and 34 Table of Contents (iv) acts where the Company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders, which are more limited than the rights afforded to minority shareholders under the laws of many states in the United States.
Generally, the areas in which the courts will intervene are the following: (i) an act complained of which is outside the scope of the authorized business or is illegal or not capable of ratification by the majority; (ii) acts that constitute fraud on the minority where the wrongdoers control the Company; (iii) acts that infringe on the personal rights of the shareholders, such as the right to vote; and (iv) acts where the Company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders, which are more limited than the rights afforded to minority shareholders under the laws of many states in the United States.
Cyber security breaches, including physical or electronic break-ins, security breaches due to employee error or misconduct, attacks by “hackers,” phishing scams, malicious software programs such as viruses and malware, and other breaches outside of our control, could result in unauthorized access or damage to our IT systems and the IT systems of our third-party service providers.
Cybersecurity breaches, including physical or electronic break-ins, security breaches due to employee error or misconduct, attacks by “hackers,” phishing scams, malicious software programs such as viruses and malware, and other breaches outside of our control, could result in unauthorized access or damage to our IT systems and the IT systems of our third-party service providers.
While we maintain cyber risk insurance to provide some coverage for certain risks associated with cyber security incidents, there is no assurance that such insurance would cover all or a significant portion of the costs or consequences associated with a cyber security incident.
While we maintain cyber risk insurance to provide some coverage for certain risks associated with cybersecurity incidents, there is no assurance that such insurance would cover all or a significant portion of the costs or consequences associated with a cybersecurity incident.
As the techniques used to obtain unauthorized access to IT systems become more varied 28 Table of Contents and sophisticated (as cybercriminals are finding new ways to launch their attacks) and if the occurrence of such security breaches becomes more frequent, we and our third-party service providers may be unable to adequately anticipate these techniques and implement appropriate preventative measures.
As the techniques used to obtain unauthorized access to IT systems become more varied and sophisticated (as cybercriminals are finding new ways to launch their attacks) and if the occurrence of such security breaches becomes more frequent, we and our third-party service providers may be unable to adequately anticipate these techniques and implement appropriate preventative measures.
Purchases of discretionary luxury items, such as the accessories, footwear and apparel that we produce, tend to decline when disposable income is lower or when there are recessions, inflationary pressures or other economic uncertainty.
Purchases of discretionary luxury items, such as the accessories, footwear and apparel that we sell, tend to decline when disposable income is lower or when there are recessions, inflationary pressures or other economic uncertainty.
We believe that our success is largely dependent on the images of our brands and our ability to anticipate and respond promptly to changing consumer demands and fashion trends in the design, styling, sustainability production, merchandising and pricing of products.
We believe that our success is largely dependent on the images of our brands and our ability to anticipate and respond promptly to changing consumer demands and fashion trends in the design, styling, sustainable production, merchandising and pricing of products.
In the event of default or failure of one or more of our counterparties, we could incur significant losses or our financial liquidity could be adversely impacted, which could negatively impact our results of operations and financial condition. 33 Table of Contents Risks Related to Our Ordinary Shares Our share price may periodically fluctuate based on forward-looking expectations regarding our financial performance.
In the event of default or failure of one or more of our counterparties, we could incur significant losses or our financial liquidity could be adversely impacted, which could negatively impact our results of operations and financial condition. Risks Related to Our Ordinary Shares Our share price may periodically fluctuate based on forward-looking expectations regarding our financial performance.
We have a publicly announced global strategy to achieve significant, measurable goals across a range of important environmental and social sustainability issues, including, renewable energy, responsible material sourcing, water use and chemical management 29 Table of Contents and waste reduction. We have also set science-based targets around greenhouse gas emissions (GHG) reductions.
We have a publicly announced global strategy to achieve significant, measurable goals across a range of important environmental and social sustainability issues, including, renewable energy, responsible material sourcing, water use and chemical management and waste reduction. We have also set science-based targets around greenhouse gas emissions (GHG) reductions.
In addition, management and financial resources have been diverted and will continue to be diverted towards the completion of the Merger, which could have a negative impact on our future revenues and/or results of operations.
In addition, management and financial resources have been diverted and will continue to be diverted towards the completion of the sale, which could have a negative impact on our future revenues and/or results of operations.
Furthermore, we may be unable to provide these services ourselves in the future or implement substitute arrangements on a timely and cost-effective basis on terms favorable to us. Increases in the cost of raw materials could increase our production costs and cause our operating results and financial condition to suffer.
Furthermore, we may be unable to provide these services ourselves in the future or implement substitute arrangements on a timely and cost-effective basis on terms favorable to us. 26 Table of Contents Increases in the cost of raw materials could increase our production costs and cause our operating results and financial condition to suffer.
We work with customs authorities, law enforcement, legal representatives and brand specialists globally in an effort to prevent the sale of counterfeit products, but we cannot guarantee the extent to which our efforts to 31 Table of Contents prevent counterfeiting of our brands and other intellectual property infringement will be successful.
We work with customs authorities, law enforcement, legal representatives and brand specialists globally in an effort to prevent the sale of counterfeit products, but we cannot guarantee the extent to which our efforts to prevent counterfeiting of our brands and other intellectual property infringement will be successful.
Furthermore, consumer demand and behavior, as well as tastes and purchasing trends may differ in these countries and, as a result, sales of our product may not be successful, or the gross margins on those sales may not be in line with those we currently anticipate.
Furthermore, consumer demand and behavior, as well as tastes and purchasing trends may differ in 20 Table of Contents these countries and, as a result, sales of our product may not be successful, or the gross margins on those sales may not be in line with those we currently anticipate.
Any adverse claims experience could have a material adverse effect on our results of operations, financial condition and cash flows. We are subject to various proceedings, lawsuits, disputes and claims in the ordinary course of business which could have an adverse impact on our business, financial condition and results of operations.
Any adverse claims experience could have a material adverse effect on our results of operations, financial condition and cash flows. 31 Table of Contents We are subject to various proceedings, lawsuits, disputes and claims in the ordinary course of business which could have an adverse impact on our business, financial condition and results of operations.
We record tax expense based on our estimates of taxable income and required reserves for uncertain tax positions in multiple tax jurisdictions. At any time, there are multiple tax years that are subject to examinations by 30 Table of Contents various taxing authorities.
We record tax expense based on our estimates of taxable income and required reserves for uncertain tax positions in multiple tax jurisdictions. At any time, there are multiple tax years that are subject to examinations by various taxing authorities.
In such cases, we may be required to negotiate a lease exit with the applicable landlord or remain obligated under the 26 Table of Contents applicable lease for, among other things, payment of the base rent for the balance of the lease term.
In such cases, we may be required to negotiate a lease exit with the applicable landlord or remain obligated under the applicable lease for, among other things, payment of the base rent for the balance of the lease term.
Changing customer behavior, increased costs of raw materials, shifts in customer preferences, increased stakeholder concern and stigmatization of the fashion industry are also climate-related transition risks that could negatively impact us.
Changing customer behavior, increased costs of raw materials, shifts in customer 29 Table of Contents preferences, increased stakeholder concern and stigmatization of the fashion industry are also climate-related transition risks that could negatively impact us.
E-commerce represents approximately 18% of our net revenues and has been our fastest growing business over the last several years.
E-commerce represents approximately 19% of our net revenues and has been our fastest growing business over the last several years.
Although we attempt to protect our brands through, among other things, approval rights over store location and design, product design, production quality, packaging, merchandising, distribution, advertising and promotion of our stores and products, we may not be able to control the use by our partners of our brand.
Although we attempt to protect our brands through, among other things, approval rights over store location and design, product design, production quality, packaging, merchandising, distribution, advertising and promotion of our stores and products, we may not be able to control the use by our partners of our intellectual property and branding.
In addition, because we operate retail stores and concessions in various countries outside of the United States, we are also exposed to market risk from fluctuations in foreign currency exchange rates, primarily the Euro, the British Pound, the Chinese Renminbi, the Japanese Yen, the Korean Won and the Canadian dollar, among others.
In addition, because we operate retail stores and concessions in various countries outside of the United States, we are also exposed to market risk from fluctuations in foreign currency exchange rates, primarily the Euro, the British Pound, the Chinese Renminbi and the Japanese Yen, among others.
In addition, we have significant amounts of cash, cash equivalents and other investments on deposit or in accounts with banks or other financial institutions in the United States and abroad. We also rely on borrowings under our revolving credit facilities, under which we had $803 million of borrowing capacity as of March 30, 2024.
In addition, we have significant amounts of cash, cash equivalents and other investments on deposit or in accounts with banks or other financial institutions in the United States and abroad. We also rely on borrowings under our revolving credit facilities, under which we had $794 million of borrowing capacity as of March 29, 2025.
In particular, we could potentially lose important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the pending Merger.
In particular, we could potentially lose important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the proposed sale.
We have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the pending Merger, as well as the direction of management resources towards the Merger, for which we will have received little or no benefit if the closing of the Merger does not occur.
We have also incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the proposed sale, as well as the diversion of management resources towards the sale, for which we will have received little or no benefit if the closing does not occur.
We operate on a global basis, with approximately 51% of our total revenue from operations outside of the United States during Fiscal 2024.
We operate on a global basis, with approximately 49% of our total revenue from operations outside of the United States during Fiscal 2025.
The geographic areas subject to our licensing agreements could also be impacted by geopolitical risks.
The geographic areas subject to our licensing and joint venture agreements could also be impacted by geopolitical risks.
Risks Related to Tax, Legal and Regulatory Matters Our business is subject to risks associated with importing products, and the imposition of additional duties, tariffs or trade restrictions could have a material adverse effect on our business, results of operations and financial condition. There are risks inherent to importing our products.
Our business is subject to risks associated with importing products, and the imposition or threat of imposition of new or additional duties, tariffs or trade restrictions could have a material adverse effect on our business, results of operations and financial condition. There are risks inherent to importing our products.
We are undergoing a multi-year Enterprise Resource Planning (“ERP”) implementation. The implementation of the ERP will require a significant investment in human and financial resources. Implementing new systems also carries substantial risk, including failure to operate as designed, failure to properly integrate with other systems, potential loss of data or information, cost overruns, implementation delays and disruption of operations.
The implementation of the ERP will require a significant investment in human and financial resources. Implementing new systems also carries substantial risk, including failure to operate as designed, failure to properly integrate with other systems, potential loss of data or information, cost overruns, implementation delays and disruption of operations.
We depend on the services and management experience of executive officers who have substantial experience and expertise in our business as well as key employees involved in our design and marketing operations, including our creative officers for each of our brands, Ms. Donatella Versace, Ms. Sandra Choi and Mr. Michael Kors.
We depend on the services and management experience of executive officers who have substantial experience and expertise in our business as well as key employees involved in our design and marketing operations, including our creative officers for each of our brands.
Any of the foregoing could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition and results of operations.
Any of the foregoing could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition and results of operations. The departure of key employees or our failure to attract and retain qualified personnel could have a material adverse effect on our business.
Our business and long-range planning process is designed to maximize our long-term growth and profitability and not to achieve an earnings target in any particular fiscal quarter. We believe that this longer-term focus is in the best interests of our Company and our shareholders.
Our business and long-range planning process is designed to maximize our long-term growth and profitability and not to achieve an earnings target in any particular fiscal quarter. We believe that this longer-term focus is in the best interests of our Company and our shareholders. On a quarterly basis, we provide investors with forward-looking earnings guidance.
If our sales prices decline and we fail to sufficiently reduce our product costs or operating expenses, our 21 Table of Contents profitability may decline, which could have a material adverse effect on our business, results of operations and financial condition.
If our sales prices decline and we fail to sufficiently reduce our product costs or operating expenses, our profitability may decline, which could have a material adverse effect on our business, results of operations and financial condition. Risks Related to Our Business We face risks associated with operating globally.
For example, as of March 30, 2024, we were party to operating leases associated with our retail stores that we operate directly throughout the globe, as well as other global corporate facilities, requiring future minimum lease payments aggregating to $1.6 billion through Fiscal 2029 and approximately $600 million thereafter through Fiscal 2044.
For example, as of March 29, 2025, we were party to operating leases associated with our retail stores that we operate directly throughout the globe, as well as other global 25 Table of Contents corporate facilities, requiring future minimum lease payments aggregating to $1.4 billion through Fiscal 2030 and approximately $501 million thereafter through Fiscal 2044.
Our IT systems and e-commerce websites may be subject to damage and/or interruption from power outages, computer, network and telecommunications failures, malicious software, such as viruses and malware, attacks by “hackers”, security breaches, usage errors or misconduct by our employees and bad acts by our customers and website visitors which could materially adversely affect our business.
Our IT systems and e-commerce websites may be subject to damage and/or interruption from power outages, computer, network and telecommunications failures, malicious software, such as viruses and malware, attacks by “hackers”, security breaches, usage errors or misconduct by our employees and bad acts by our customers and website visitors which could materially adversely affect our business. 28 Table of Contents We are undergoing a multi-year Enterprise Resource Planning (“ERP”) implementation.
We may not be able to implement price increases that fully mitigate the impact of these higher costs and/or any such price increases could have an adverse impact on consumer demand for our products.
We may not be able to implement price increases that fully mitigate the impact of these higher costs and/or any such price increases could have an adverse impact on consumer demand for our products. Manufacturing labor costs are also subject to volatility based on local and global economic conditions.
Our inability to secure desirable retail space or favorable lease terms could impact our ability to grow. Likewise, our obligation to continue making lease payments with respect to leases for closed retail spaces could have a material adverse effect on our business, financial condition and results of operations.
Likewise, our obligation to continue making lease payments with respect to leases for closed retail spaces could have a material adverse effect on our business, financial condition and results of operations.
The pendency of the Merger and any announcements relating to the Merger could cause disruptions in and create uncertainty surrounding our business, including by affecting our relationships with our existing and future customers, vendors and employees, which could have a significant negative impact on 19 Table of Contents our future revenues and results of operations, regardless of whether the Merger is completed.
The announcement and pendency of the proposed sale of Versace could cause disruptions in and create uncertainty surrounding our business, including affecting our relationships with our existing and future customers, vendors and employees, which could have a significant negative impact on our future revenues and results of operations, regardless of whether the sale is completed.
Since e-commerce growth is critical to our overall growth strategy, we plan to accelerate our e-commerce and omni-channel development and we are also in the process of re-platforming our brands’ e-commerce sites to expand our global capabilities.
Since e-commerce growth is critical to our overall growth strategy, we plan to accelerate our e-commerce and omni-channel development and we have completed a re-platforming our brands’ e-commerce sites to expand our global capabilities.
If we misjudge the market for our products or demand for our products is impacted by other factors, such as inflationary pressures, political instability or COVID-19, we may be faced with significant excess inventories for some products and missed opportunities for other products.
If we misjudge the market for our products or demand for our products is impacted by external factors, we may be faced with significant excess inventories of some products and missed opportunities for other products.
In addition, increases in our costs, such as raw materials, labor or freight, could negatively impact our gross margin, and we may not be able to offset such cost increases through pricing measures or other means. The long-term growth of our business depends on the successful execution of our strategic initiatives.
In addition, increases in our costs, such as raw materials, labor or freight, could negatively impact our gross margin, and we may not be able to offset such cost increases through pricing measures or other means.
As a result, the market price of our ordinary shares could be adversely affected. Failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting, which could harm our business and cause a decline in the price of our ordinary shares.
If we are unable to conduct share purchases at expected levels, the market price of our ordinary shares could be adversely affected. Failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting, which could harm our business and cause a decline in the price of our ordinary shares.
Increases in commodity prices, tariffs, 27 Table of Contents sanctions, customs trade orders and/or manufacturing labor costs could increase our production costs and negatively impact our revenues, results of operations and financial condition. We primarily use foreign manufacturing contractors and independent third-party agents to source our finished goods.
Increases in the cost of raw materials and/or manufacturing labor costs could increase our production costs and negatively impact our revenues, results of operations and financial condition. We primarily use foreign manufacturing contractors and independent third-party agents to source our finished goods.
In addition, our ability to access credit and capital markets in the future as a source of funding, and the borrowing costs associated with such financing, is dependent upon market conditions and our credit rating and outlook. We are currently rated 32 Table of Contents investment grade by two of the Company’s three credit rating agencies.
In addition, our ability to access credit and capital markets in the future as a source of funding, and the borrowing costs associated with such financing, is dependent upon market conditions and our credit rating and outlook.
If the Merger is not consummated, and there are no other parties willing and able to acquire us at a price of $57 per share or higher or on other terms acceptable to us, our share price will likely decline.
Prior to the closing, If the sale of Versace is not consummated, and there are no other parties willing and able to acquire Versace on acceptable to terms, our share price will likely decline.
The retail industry has also experienced a great deal of consolidation and other ownership changes over the past several years and a number of wholesale accounts were forced to file bankruptcy or undergo restructurings. We expect that the risk of consolidation, bankruptcy, restructurings or reorganizations by department stores and other retailers will continue to exist for the foreseeable future.
The retail industry has also experienced a great deal of consolidation and other ownership changes over the past several years and a number of wholesale accounts were forced to file bankruptcy or undergo restructurings.
In addition, many jurisdictions in which we and our suppliers operate have begun enacting new ESG and climate legislation and regulations. Such proposed and/or enacted regulations include expanded disclosure requirements regarding GHG emissions and other climate-related information, including disclosure of climate-related risks and independent auditors providing some level of attestation to the accuracy of such disclosures.
Such proposed and/or enacted regulations include expanded disclosure requirements regarding GHG emissions and other climate-related information, including disclosure of climate-related risks and independent auditors providing some level of attestation to the accuracy of such disclosures.
The 2022 Credit Facility, the 2022 Versace Credit Facility and the Indenture governing our senior notes also contain certain restrictive covenants, including restrictions on our and certain of our subsidiaries ability to: • incur additional indebtedness and guarantee indebtedness; • pay dividends or make other distributions or repurchase or redeem capital stock; • make loans and investments, including acquisitions; • sell assets; • incur liens; • enter into transactions with affiliates; and • consolidate, merge or sell all or substantially all of our assets which collectively may limit our ability to engage in acts that may be in our long-term best interest.
The Company’s 2025 Credit Facilities requires us to maintain a quarterly maximum permitted net leverage ratio of no greater than 4.0 to 1.0. 32 Table of Contents The 2025 Credit Facilities also contain certain restrictive covenants, including restrictions on our and certain of our subsidiaries ability to: • incur additional indebtedness and guarantee indebtedness; • pay dividends or make other distributions or repurchase or redeem capital stock; • make loans and investments, including acquisitions; • dispose of assets; • incur liens; • enter into transactions with affiliates; and • consolidate, merge or sell all or substantially all of our assets which collectively may limit our ability to engage in acts that may be in our long-term best interest.
We continuously monitor our foreign currency exposure and hedge a portion of our foreign subsidiaries’ foreign currency-denominated inventory purchases to minimize the impact of changes in foreign currency exchange rates. However, we cannot fully anticipate all of our foreign currency exposures and cannot ensure that these hedges will fully offset the impact of foreign currency exchange rate fluctuations.
We continuously monitor our foreign currency exposure and hedge a portion of our foreign subsidiaries’ foreign currency-denominated inventory purchases to minimize the impact of changes in foreign currency exchange rates.
Accordingly, despite having previously had a share repurchase program as a way to return value to its shareholders, the Company has not repurchased any of its ordinary shares since entering into the Merger Agreement, and the Company does not expect to repurchase any of its ordinary shares prior to the Merger or earlier termination of the Merger Agreement.
Despite having previously had a share repurchase program as a way to return value to its shareholders, the Company has not repurchased any of its ordinary shares since June 2023, and the Company does not currently have in place a share repurchase program.
A substantial weakening of foreign currencies against the United States dollar could require us to raise our retail prices or reduce our profit margins in various locations outside of the United States. In addition, our sales and profitability could be negatively impacted if consumers in those markets were unwilling to purchase our products at increased prices.
A substantial weakening of foreign currencies against the United States dollar could require us to raise our retail prices or reduce our profit margins in various locations outside of the United States.
A decline in future comparable store sales and/or store profitability or failure to meet market expectations or the occurrence of impairment charges relating to our retail store fleet could have a material adverse effect on our business, results of operations and financial condition. 23 Table of Contents If we are unable to effectively execute our e-commerce business strategy and provide a reliable digital experience for our customers, our reputation and operating results may be harmed.
A decline in future comparable store sales and/or store profitability or failure to meet market expectations or the occurrence of impairment charges relating to our retail store fleet could have a material adverse effect on our business, results of operations and financial condition.
In some instances, we may be unable to close an underperforming retail store due to continuous operation clauses in our lease agreements. In addition, as each of our leases expire, we may be unable to negotiate renewals, either on commercially acceptable terms or at all, which could cause us to close retail stores in desirable locations.
As each of our leases expire, we may be unable to negotiate renewals, either on commercially acceptable terms or at all, which could cause us to close retail stores in desirable locations and/or may impact future revenue. Our inability to secure desirable retail space, favorable lease terms or to renew our leases could impact our ability to grow.
Investors who rely on these outside predictions when making investment decisions with respect to our securities do so at their own risk. We take no responsibility for any losses suffered as a result of such changes in our share price. If we are unable to conduct share repurchases at expected levels, our share price could be adversely affected.
We take no responsibility for any losses suffered as a result of such changes in our share price. 33 Table of Contents If we are unable to conduct share repurchases at expected levels, our share price could be adversely affected.
Furthermore, to the extent allowed by law, the rights and obligations among or between us, any of our current or former directors, officers and employees and any current or former shareholder will be governed exclusively by the laws of the British Virgin Islands and subject to the jurisdiction of the British Virgin Islands courts, unless those rights or obligations do not relate to or arise out of their capacities as such.
Furthermore, to the extent allowed by law, the rights and obligations among or between us, any of our current or former directors, officers and employees and any current or former shareholder will be governed exclusively by the laws of the British Virgin Islands and subject to the jurisdiction of the British Virgin Islands courts, unless those rights or obligations do not relate to or arise out of their capacities as such. 34 Table of Contents Although there is doubt as to whether United States’ courts would enforce these provisions in an action brought in the United States under United States securities laws, these provisions could make judgments obtained outside of the British Virgin Islands more difficult to enforce against our assets in the British Virgin Islands or jurisdictions that would apply British Virgin Islands law.
Achievement of our growth strategy may also require investment in new capabilities, distribution channels, and technologies. These investments may result in short-term costs without accompanying current revenues and, therefore, may be dilutive to our earnings in the short term.
These investments may result in short-term costs without accompanying near-term revenues and, therefore, may be dilutive to our earnings in the short term.
Our ability to make payments on and refinance our debt obligations and to fund planned capital expenditures depends on our ability to generate cash from our operations. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
A breach of the covenants or restrictions under the documents that govern our indebtedness could result in an event of default under the applicable indebtedness. Such a default may allow creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies.
A breach of the covenants or restrictions under the documents that govern our indebtedness could result in an event of default under the applicable indebtedness.
We are responsible for storing data relating to our customers and employees and also rely on third-party vendors for the storage, processing and transmission of personal and Company information.
We are dependent on information technology (“IT”) systems and networks for a significant portion of our direct-to-consumer sales, including our e-commerce sites and retail business credit card transaction authorization and processing. We are responsible for storing data relating to our customers and employees and also rely on third-party vendors for the storage, processing and transmission of personal and Company information.
This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.
This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered. Risks Related to the Divestiture The pendency of the proposed sale of Versace or the failure to complete the proposed sale could adversely affect our business and the market price of our ordinary shares.
In the event our lenders or noteholders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.
In the event our lenders accelerate the repayment of our borrowings, we and our subsidiaries may not be able to obtain sufficient cash to repay that indebtedness, and if the lenders enforce their security interest in the collateral, the collateral may be sold to recover the related debt.
Our long-term strategy involves growing and revitalizing our brands, particularly Michael Kors and Versace. Our achievement of revenue and profitability growth will depend largely upon our ability to offer trendsetting and innovative products, increase brand engagement, and optimize customer experience.
Our achievement of revenue and profitability growth will depend largely upon our ability to offer trendsetting and innovative products, increase brand engagement and optimize customer experience. We cannot assure you that we can execute successfully any of these actions or deliver growth and profitability for our brands.
There can be no assurance regarding the timing of or extent to which we will realize the anticipated benefits of these investments and other costs, if at all. 25 Table of Contents We may be required to take impairment charges with respect to one or more of our brands.
There can be no assurance regarding the timing of or extent to which we will realize the anticipated benefits of these investments and other costs, if at all. 22 Table of Contents In addition, we previously announced, or may in the future announce, cost reduction measures designed to streamline the Company’s operating model, maximize efficiency and support long-term profitable growth.
Virtually all of our imported products are subject to duties which may impact the cost of such products. In addition, countries to which we ship our products may impose safeguard quotas to limit the quantity of products that may be imported.
Virtually all of our imported products are subject to duties which may impact the cost of such products. In April 2025, the U.S. Government announced tariffs on imports from select countries.
See also “We may be subject to litigation challenging the Merger, and an unfavorable judgment or ruling in any such lawsuits could prevent or delay the consummation of the Merger and/or result in substantial costs.” Risks Related to Our Debt We have incurred a substantial amount of indebtedness, which could adversely affect our financial condition and restrict our ability to incur additional indebtedness or engage in additional transactions.
Risks Related to Our Debt We have incurred a substantial amount of indebtedness, which could adversely affect our financial condition and restrict our ability to incur additional indebtedness or engage in additional transactions. As of March 29, 2025, our consolidated indebtedness was approximately $1.5 billion.
If additional tariffs or trade restrictions are implemented by the United States or other countries, the cost of our products could increase which could adversely affect our business. Fluctuations in our tax obligations and changes in tax laws, treaties and regulations may have a material adverse impact on our future effective tax rates and results of operations.
Risks Related to Tax, Legal and Regulatory Matters Fluctuations in our tax obligations and changes in tax laws, treaties and regulations may have a material adverse impact on our future effective tax rates and results of operations.
Given the pending Merger, the Company stopped providing investors with forward-looking earnings guidance and withdrew its previously issued guidance. Actual results may differ from those that have been previously predicted by us, outside investment analysts, or others, our share price could be adversely affected.
Actual results may differ materially from forward-looking expectations that have been previously provided by us, or predicted by outside investment analysts, or others, and our share price could be adversely affected. Similarly, any forward-looking guidance that gives effect to the sale of Versace is based on assumptions about future events and conditions which may not materialize as expected.
We will continue to examine and reflect the impact of any changes in future financial statements as applicable. If we fail to comply with labor laws or collective bargaining agreements, or if our independent manufacturing contractors fail to use acceptable, ethical business practices, our business and reputation could suffer.
If we are unable to generate sufficient future taxable income or achieve the desired results of our tax planning strategies, we may not be able to realize the full benefit of our deferred tax assets which may have an adverse impact to our financial condition and results of operations in future periods. 30 Table of Contents If we fail to comply with labor laws or collective bargaining agreements, or if our independent manufacturing contractors fail to use acceptable, ethical business practices, our business and reputation could suffer.
We are required to test goodwill, brand and other intangible assets acquired as a result of acquisitions for impairment. If the carrying value of goodwill and intangible assets exceed the related fair value, we would be required to record an impairment charge for the difference, and such charge could be significant.
If the carrying value of the reporting units for one or more of our brands exceeds the related fair value, we are required to record impairment charges for the difference, and those impairment charges could be significant.
We are also subject to restrictions under the Merger Agreement that would limit our ability to incur indebtedness prior to the consummation of the Merger, without the consent of Tapestry.
We are also subject to restrictions, without the consent of Prada, on the conduct of the Versace business prior to the consummation of the sale as provided in the Purchase Agreement.
We rely on free trade agreements and other supply chain initiatives in order to maximize efficiencies relating to product importation. Additionally, we are subject to government regulations relating to importation activities, including related to CBP withhold release orders and detainments.
Our ability to navigate any uncertainty, changes or expansion in tariffs or other trade restrictions could have a material negative impact on our business, results of operations and financial condition. We are also subject to government regulations relating to importation activities, including related to CBP withhold release orders and detainments.
Our business is subject to risks inherent in global sourcing activities, including disruptions or delays in manufacturing or shipments.
If CBP detains shipments of our goods pursuant to a withhold release order they may not release our goods immediately or at all which could materially impact our U.S. business or result in potential violations of customs and trade laws. Our business is subject to risks inherent in global sourcing activities, including disruptions or delays in manufacturing or shipments.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit Committee of our Board of Directors has primary responsibility for operation of the ERM program and risk management, business continuity planning and information systems infrastructure and cybersecurity risk. As a result, the Chair of the Audit Committee also provides periodic updates to the full Board on these matters as part of its committee reports.
Biggest changeAlthough the Board as a whole is ultimately responsible for risk oversight, the Board uses its committees to assist in its risk oversight 36 Table of Contents function. The Audit Committee of our Board of Directors has primary oversight of management’s enterprise risk assessment and risk management policies and practices, business continuity planning and information systems infrastructure and cybersecurity risk.
The key steps we have taken to detect, identify, classify and mitigate cybersecurity and privacy risks, include: 35 Table of Contents • Adopting and periodically reviewing and updating information security and privacy policies and procedures and undergoing cyber-incident table top exercises; • Using network and system security tools aimed at detecting and mitigating unauthorized system and data access and cyber threats; • Conducting targeted audits and penetration tests throughout the year, using both internal and external resources; • Utilizing threat intelligence to assess potential impacts to company systems and mitigating risks, when applicable, through preventive measures including updates and patching; • Conducting cyber-maturity evaluations, including engaging an industry-leading, nationally-known third party to independently evaluate our information security maturity on a periodic basis; • Assessing cybersecurity risk profiles of our third-party service providers, including by partnering with key providers to ensure they have appropriate security measures to safeguard their information technology systems and including robust data security provisions in our contracts with third parties that handle our data; • Providing annual security and privacy training and awareness to our employees to educate our employees on cybersecurity risks; and • Conducting periodic phishing simulations to test our employees’ responses to suspicious emails and to inform targeted cyber awareness training.
The key steps we have taken to detect, identify, classify and mitigate cybersecurity and privacy risks, include: • Adopting and periodically reviewing and updating information security and privacy policies and procedures and undergoing cyber-incident table top exercises; • Using network and system security tools aimed at detecting and mitigating unauthorized system and data access and cyber threats; • Conducting targeted audits and penetration tests throughout the year, using both internal and external resources; • Utilizing threat intelligence to assess potential impacts to company systems and mitigating risks, when applicable, through preventive measures including updates and patching; • Conducting cyber-maturity evaluations, including engaging an industry-leading, nationally-known third party to independently evaluate our information security maturity on a periodic basis; • Assessing cybersecurity risk profiles of our third-party service providers, including by partnering with key providers to ensure they have appropriate security measures to safeguard their information technology systems and including robust data security provisions in our contracts with third parties that handle our data; • Providing annual security and privacy training and awareness to our employees to educate our employees on cybersecurity risks; and • Conducting periodic phishing simulations to test our employees’ responses to suspicious emails and to inform targeted cyber awareness training.
On at least an annual basis, as part of our ERM process, the Board reviews the Company’s major risks, including risks related to cybersecurity and global information systems, along with potential options for mitigating these risks.
On at least an annual basis, as part of our risk assessment process, the Board reviews the Company’s major risks, including risks related to cybersecurity and global information systems, along with potential options for mitigating these risks.
For additional information regarding the risks we face from cybersecurity and privacy incidents, see Item 1A “Risk Factors—Risks Related to Information Technology and Data Security—Privacy breaches and other cyber security risks related to our business could negatively affect our reputation, credibility and business.” Governance Management is responsible for understanding and managing the risks that we face in our business, including relating to cybersecurity, and the Board of Directors is responsible for overseeing management’s overall approach to risk management.
For additional information regarding the risks we face from cybersecurity and privacy incidents, see Item 1A Risk Factors - “Risks Related to Information Technology and Data Security.” Governance Management is responsible for understanding and managing the risks that we face in our business, including relating to cybersecurity, and the Board of Directors is responsible for overseeing management’s overall approach to risk management.
The Board is informed of these risks through regular reports from our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer (CFO), General Counsel and Chief Sustainability Officer, and other key members of senior management. Although the Board as a whole is ultimately responsible for risk oversight, the Board uses its committees to assist in its risk oversight function.
The Board is informed of these risks through regular reports from our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer (CFO), General Counsel and Chief Sustainability Officer, and other key members of senior management.
Our Head of Cybersecurity has over 15 years of experience managing and leading information technology and cybersecurity teams. Subsequent to the end of our fiscal year, our CIO left the Company and, in the interim, our Head of Cybersecurity currently reports to our CFO who reports to our Chief Executive Officer. 36 Table of Contents
Our Head of Cybersecurity has over 15 years of experience managing and leading information technology and cybersecurity teams. Our Head of Cybersecurity reports to our CFO who reports to our Chief Executive Officer.
We believe security is at the center of any strong data privacy program and maintaining cyber-readiness and managing cybersecurity risk continue to be areas of critical focus for us.
We believe security is at the center of any strong data privacy program and maintaining cyber-readiness and managing cybersecurity risk continue to be areas of critical focus for us. We have in place a group-wide risk management process designed to identify and assess the greatest existing and emerging risks that could impact our business, including cybersecurity and data privacy risks.
The Audit Committee generally receives quarterly cybersecurity and information systems infrastructure reports from either our Chief Information Officer (CIO) or our head of Global Cybersecurity and Compliance (Head of Cybersecurity), who reports to our CIO, and who oversees a global team responsible for our cybersecurity infrastructure.
As a result, the Chair of the Audit Committee also provides periodic updates to the full Board on these matters as part of its committee reports. The Audit Committee generally receives quarterly cybersecurity and information systems infrastructure reports from our head of Global Cybersecurity and Compliance (Head of Cybersecurity), who oversees a global team responsible for our cybersecurity infrastructure.
We have in place an enterprise risk management (ERM) program designed to identify and assess the greatest existing and emerging risks that could impact our business, including cybersecurity and data privacy risks. As a part of our ERM process, we have developed a cybersecurity program designed to detect, identify, classify and mitigate cybersecurity and other data security threats.
As a part of our risk assessment process, we have developed a cybersecurity program designed to detect, identify, classify and mitigate cybersecurity and other data security threats. We follow widely-accepted security standards to help guide our decisions and minimize cybersecurity risks.
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We follow widely-accepted security standards to help guide our decisions and minimize cybersecurity risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOther than the land and building for our Michael Kors and Jimmy Choo European distribution center in the Netherlands, our Versace central warehouse in Italy and our Capri luxury shoe factory in Italy, property and equipment related to our stores (e.g. leasehold improvements, fixtures, etc.) and computer equipment, we did not own any material property as of March 30, 2024.
Biggest changeWe consider our properties to be in good condition and believe that our facilities are adequate for our operations and provide sufficient capacity to meet our anticipated requirements. 37 Table of Contents Other than the land and building for our Michael Kors and Jimmy Choo European distribution center in the Netherlands, our Versace central warehouse in Italy and our two luxury footwear factories in Italy, property and equipment related to our stores (e.g. leasehold improvements, fixtures, etc.) and computer equipment, we did not own any material property as of March 29, 2025.
Item 2. Properties The following table sets forth the location, use and size of our significant distribution and corporate facilities as of March 30, 2024, all of which are leased with the exception of our distribution center in the Netherlands, our central warehouse in Italy and luxury shoe factory in Italy, which are owned.
Item 2. Properties The following table sets forth the location, use and size of our significant distribution and corporate facilities as of March 29, 2025, all of which are leased with the exception of our distribution center in the Netherlands, our central warehouse in Italy and luxury footwear factories in Italy, which are owned.
Location Use Approximate Square Footage Whittier, CA Michael Kors United States Distribution Center 1,179,000 Venlo, Netherlands Michael Kors and Jimmy Choo European Distribution Center 1,096,000 New York, NY Michael Kors, Versace and Jimmy Choo United States Corporate Offices 211,000 Montreal, Quebec Michael Kors and Jimmy Choo Canada Corporate Offices and Distribution Center 150,000 Novara, Italy Versace European Distribution Center 109,000 Milan, Italy Versace Corporate Offices 90,000 Milan, Italy Versace Showroom 54,000 Novara, Italy Versace Manufacturing and Distribution Center 46,000 Hong Kong, China Michael Kors, Versace and Jimmy Choo Hong Kong Office 45,000 Pistoia, Italy Capri Luxury Shoe Factory 41,000 East Rutherford, NJ Michael Kors United States Corporate Offices 31,000 Milan, Italy Michael Kors Regional Corporate Office and Showroom 25,000 Shanghai, China Michael Kors, Versace and Jimmy Choo Regional Corporate Offices 25,000 London, England Jimmy Choo Corporate Offices 24,000 London, England Capri Corporate Headquarters and Michael Kors Regional Corporate Office 19,000 Manno, Switzerland Michael Kors European Corporate Offices 18,000 As of March 30, 2024, we also occupied 1,239 leased retail stores worldwide (including concessions).
Location Use Approximate Square Footage Whittier, CA Michael Kors United States Distribution Center 1,179,000 Venlo, Netherlands Michael Kors and Jimmy Choo European Distribution Center 1,067,000 New York, NY Michael Kors, Versace and Jimmy Choo United States Corporate Offices 194,000 Montreal, Quebec Michael Kors and Jimmy Choo Canada Corporate Offices and Distribution Center 150,000 Novara, Italy Versace European Distribution Center 109,000 Milan, Italy Versace Corporate Offices 104,000 Arezzo, Italy Sicla Luxury Shoe Factory 95,000 Milan, Italy Versace Showroom 54,000 Novara, Italy Versace Manufacturing and Distribution Center 46,000 Pistoia, Italy Capri Luxury Shoe Factory 41,000 East Rutherford, NJ Michael Kors United States Corporate Offices 31,000 Milan, Italy Michael Kors Regional Corporate Office and Showroom 25,000 Shanghai, China Michael Kors, Versace and Jimmy Choo Regional Corporate Offices 25,000 London, England Jimmy Choo Corporate Offices 24,000 London, England Capri Corporate Headquarters and Michael Kors Regional Corporate Office 19,000 Manno, Switzerland Michael Kors European Corporate Offices 18,000 As of March 29, 2025, we also occupied 1,158 leased retail stores worldwide (including concessions).
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We consider our properties to be in good condition and believe that our facilities are adequate for our operations and provide sufficient capacity to meet our anticipated requirements.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings Ordinary Course Litigation. We are involved in various routine legal proceedings incident to the ordinary course of our business. We believe that the outcome of all pending ordinary course legal proceedings, in the aggregate, will not have a material adverse effect on our business, results of operations and financial condition. Shareholder Complains.
Biggest changeItem 3. Legal Proceedings Ordinary Course Litigation We are involved in various routine legal proceedings incident to the ordinary course of our business. We believe that the outcome of all pending legal proceedings, in the aggregate, will not have a material adverse effect on our business, results of operations and financial condition.
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In connection with the Merger Agreement, a number of complaints have been filed in federal and state court as individual actions, which we refer to collectively as the “Complaints”.
Added
Litigation Related to Terminated Merger On December 23, 2024 and January 28, 2025, two purported shareholders of Capri filed putative class action complaints in the United States District Court for the District of Delaware against Capri, Tapestry and certain of their officers (including John D. Idol, our Chairman and Chief Executive Officer, and Thomas J.
Removed
The Complaints allege that the preliminary proxy statement filed by Capri on September 8, 2023 in connection with the Merger Agreement (the “Preliminary Proxy”) or the definitive proxy statement filed by Capri on September 20, 2023 (the “Definitive Proxy,” and together with the Preliminary Proxy, the “Merger Proxy”), as applicable, misrepresents and/or omits certain purportedly material information.
Added
Edwards, Jr., our Chief Financial and Chief Operating Officer) alleging violations of the federal securities laws based on certain statements by defendants concerning the previously proposed Merger and the FTC’s action to enjoin the Merger. The Court appointed the lead plaintiff on March 7, 2025, and on May 15, 2025 the lead plaintiff filed the Amended Federal Securities Law Complaint.
Removed
The Complaints also assert violations of Sections 14(a) and 20(a) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder against Capri and the Board of Directors.
Added
The Amended Federal Securities Law Complaint seeks to bring federal securities claims on behalf of a class of all persons who purchased Capri stock and sold Capri puts between August 10, 2023 and October 24, 2024.
Removed
The Complaints seek, among other things: (i) an injunction enjoining the consummation of the Merger and the other transactions contemplated by the Merger Agreement; (ii) rescission or rescissory damages in the event the Merger and the other transactions contemplated by the Merger Agreement are consummated; (iii) direction that defendants account for all damages suffered as a result of any wrongdoing; (iv) costs of the action, including plaintiffs’ attorneys’ and expert fees and expenses; and (v) other relief the court may deem just and proper.
Added
We may incur substantial costs defending the Amended Federal Securities Law Complaint, and we cannot provide assurance regarding the outcome of this Amended Federal Securities Law Complaint. An unfavorable judgment or ruling could result in substantial liability. We may also be subject to additional demands or filed actions.
Removed
In addition to the Complaints, purported shareholders of Capri have sent demand letters (which we refer to as the “Demands,” and together with the Complaints, the “Matters”) alleging similar deficiencies regarding the disclosures made in the Merger Proxy.
Added
Our potential liability to shareholders for federal securities claims or other matters related to the previously terminated Merger may be covered in part by our insurance policies, but we may not always have adequate insurance to defend all claims.
Removed
However, in order to avoid the risk that the Matters delay or otherwise adversely affect the Merger, and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, Capri provided supplemental 37 Table of Contents disclosures to the Merger Proxy in Capri's Current Report on Form 8-K, filed with the SEC on October 17, 2023.
Removed
Capri management believes that the Matters are without merit. Capri cannot provide assurance regarding the outcomes of the Matters and may be subject to additional demands or filed actions. If additional similar complaints or demands are filed or sent, absent new or significantly different allegations, Capri will not necessarily disclose such additional filings or demands. Federal Trade Commission Lawsuit .
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As previously disclosed, on August 10, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Tapestry, Inc. (“Tapestry”), Sunrise Merger Sub, Inc.
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(“Merger Sub”), a direct wholly owned subsidiary of Tapestry and Capri, pursuant to which, among other things, Merger Sub will merge with and into Capri (the “Merger”) with Capri surviving the Merger and continuing as a wholly owned subsidiary of Tapestry. In connection with Tapestry’s pending acquisition of Capri, on April 22, 2024, the U.S.
Removed
FTC filed a lawsuit in the United States District Court for the Southern District of New York against Tapestry and us 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.
Removed
We believe the FTC’s claims are without merit, and we, together with Tapestry, intend to vigorously defend the lawsuit. If the Merger is blocked, there can be no assurance that any other transaction acceptable to us will be offered and our business, prospects and/or results of operations may be adversely affected.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities The following table provides information regarding our ordinary share repurchases during the three months ended March 30, 2024: Total Number of Shares (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Remaining Dollar Value of Shares That May Be Purchased Under the Programs (in millions) December 31, 2023 – January 27, 2024 — $ — — $ 300 January 28, 2024 – February 24, 2024 — $ — — $ 300 February 25, 2024 – March 30, 2024 — $ — — $ 300 — — (1) 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 39 Table of Contents insider trading policy and other relevant factors; however, pursuant to the terms of the Merger Agreement, and subject to certain limited exceptions, we may not repurchase our ordinary shares other than the acceptance of our ordinary shares as payment of the exercise price of options or for withholding taxes with respect to our equity awards.
Biggest changeIssuer Purchases of Equity Securities The following table provides information regarding our ordinary share repurchases during the three months ended March 29, 2025: Total Number of Shares Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Remaining Dollar Value of Shares That May be Purchased Under the Programs (in millions) December 29, 2024 – January 25, 2025 — $ — — $ — January 26, 2025 – February 22, 2025 — $ — — $ — February 23, 2025 – March 29, 2025 — $ — — $ — — —
Share Performance Graph The line graph below compares the cumulative total shareholder return on our ordinary shares with the Standard & Poor’s (“S&P”) 500 Stock Index and the S&P 500 Apparel, Accessories & Luxury Goods Index for the five-year period from March 29, 2019 through March 30, 2024, the last business day of our fiscal year.
Share Performance Graph The line graph below compares the cumulative total shareholder return on our ordinary shares with the Standard & Poor’s (“S&P”) 500 Stock Index and the S&P 500 Apparel, Accessories & Luxury Goods Index for the five-year period from March 28, 2020 through March 29, 2025, the last business day of our fiscal year.
Also as of that date, we had approximately 128 ordinary shareholders of record.
Also as of that date, we had approximately 123 ordinary shareholders of record.
The graph below assumes an investment of $100 made at the close of trading on March 29, 2019, in our ordinary shares and each of the indices presented.
The graph below assumes an investment of $100 made at the close of trading on March 28, 2020, in our ordinary shares and each of the indices presented.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our ordinary shares trade on the NYSE under the symbol “CPRI”. At March 30, 2024, there were 116,629,634 ordinary shares outstanding, and the closing price of our ordinary shares was $45.30.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our ordinary shares trade on the NYSE under the symbol “CPRI”. At March 29, 2025, there were 117,913,201 ordinary shares outstanding, and the closing price of our ordinary shares was $20.30.
Removed
Accordingly, we did not repurchase any ordinary shares during the three months ended March 30, 2024 pursuant to the Existing Share Repurchase Plan, and we do not expect to repurchase any of our ordinary shares in connection with the Existing Share Repurchase Plan prior to the Merger or earlier termination of the Merger Agreement, except withhold to cover.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table presents our total revenue and (loss) income from operations by segment for Fiscal 2024, Fiscal 2023 and Fiscal 2022 (in millions): Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 Total revenue: Versace $ 1,030 $ 1,106 $ 1,088 Jimmy Choo 618 633 613 Michael Kors 3,522 3,880 3,953 Total revenue $ 5,170 $ 5,619 $ 5,654 Income from operations: Versace $ 25 $ 152 $ 185 Jimmy Choo 3 38 13 Michael Kors 634 868 1,005 Total segment income from operations 662 1,058 1,203 Less: Corporate expenses (275) (233) (190) Impairment of assets (1) (575) (142) (73) Merger related costs (20) — — COVID-19 related charges (2) — 9 14 Impact of war in Ukraine (3) — 3 (9) Restructuring and other expense (4) (33) (16) (42) Total (loss) income from operations $ (241) $ 679 $ 903 (1) Impairment of assets during Fiscal 2024 includes $283 million, $267 million and $25 million of impairment charges related to the Versace, Jimmy Choo and Michael Kors reportable segments, respectively.
Biggest changeThe segment structure is consistent with how our chief operating decision maker plans and allocates resources, manages the business and assesses performance. 43 Table of Contents The following table presents our total revenue and (loss) income from operations by segment for Fiscal 2025, Fiscal 2024 and Fiscal 2023 (in millions): Fiscal Years Ended March 29, 2025 March 30, 2024 April 1, 2023 Total revenue: Versace $ 821 $ 1,030 $ 1,106 Jimmy Choo 605 618 633 Michael Kors 3,016 3,522 3,880 Total revenue $ 4,442 $ 5,170 $ 5,619 Cost of goods sold: Versace $ 246 $ 306 $ 277 Jimmy Choo 200 192 186 Michael Kors 1,170 1,333 1,432 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 Less: Corporate expenses (233) (275) (233) Impairment of assets (1) (797) (575) (142) Transaction related income (costs) 15 (20) — COVID-19 related charges (2) — — 9 Impact of war in Ukraine (3) — — 3 Restructuring and other expense (4) (7) (33) (16) (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.
We continuously evaluate the composition of our inventory and make adjustments when the cost of inventory is not expected to be 46 Table of Contents fully recoverable. The net realizable value of our inventory is estimated based on historical experience, current and forecasted demand and market conditions.
We continuously evaluate the composition of our inventory and make adjustments when the cost of inventory is not expected to be fully recoverable. The net 46 Table of Contents realizable value of our inventory is estimated based on historical experience, current and forecasted demand and market conditions.
The net gain or loss on the net investment hedge is reported within foreign currency translation gains and losses (“CTA”), as a component of accumulated other comprehensive income on our consolidated balance sheets. Interest accruals and coupon payments are recognized directly in interest expense (income), net, in our consolidated statements of operations and comprehensive (loss) income.
The net gain or loss on the net investment hedge is reported within foreign currency translation gains and losses (“CTA”), as a component of accumulated other comprehensive income on our consolidated balance sheets. Interest accruals and coupon payments are recognized directly in interest (income) expense, net, in our consolidated statements of operations and comprehensive (loss) income.
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 our consolidated balance sheets, with the difference resulting from the changes in the spot rate recognized in foreign currency loss on our consolidated statements of operations and comprehensive (loss) income, which will offset the earnings impact of the underlying transaction being hedged.
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 our consolidated balance sheets, with the difference resulting from the changes in the spot rate recognized in foreign currency loss on our consolidated statements of operations and comprehensive (loss) income, which will offset the earnings impact of the underlying transaction being hedged.
Restructuring and Other Expense During Fiscal 2024, we recognized restructuring and other expense of $33 million, primarily relating to severance costs in connection with the Global Optimization Plan and equity awards associated with the acquisition of Versace partially offset by a $10 million gain on the sale of a long-lived corporate asset (see Note 11 to the accompanying consolidated financial statements for additional information).
During Fiscal 2024, we recognized restructuring and other expense of $33 million, primarily relating to severance costs in connection with the Global Optimization Plan and equity awards associated with the acquisition of Versace partially offset by a $10 million gain on the sale of a long-lived corporate asset (see Note 11 to the accompanying consolidated financial statements for additional information).
Foreign Currency Loss During Fiscal 2024, we recognized a net foreign currency loss of $37 million primarily attributable to the remeasurement of an intercompany loan associated with restructuring activities to rationalize certain legal entities within our structure and a loss related to the termination of a GBP fair value hedge.
During Fiscal 2024, we recognized a net foreign currency loss of $37 million primarily attributable to the remeasurement of an intercompany loan associated with restructuring activities to rationalize certain legal entities within our structure and a loss related to the termination of a GBP fair value hedge.
Cash Used in Financing Activities Net cash used in financing activities was $208 million during Fiscal 2024, as compared to $776 million during Fiscal 2023.
Net cash used in financing activities was $208 million during Fiscal 2024, as compared to $776 million during Fiscal 2023.
This determination involves considerable judgment and our management considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings results within various taxing jurisdictions, expectations of future taxable income, the carryforward periods remaining and other factors. Changes in the required valuation allowance are recorded in income in the period such determination is made.
This determination involves considerable judgment and our management considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings results within various tax jurisdictions, expectations of future taxable income, the carryforward periods remaining and other factors. Changes in the required valuation allowance are recorded in income in the period such determination is made.
Realization of deferred tax assets associated with net operating loss and tax credit carryforwards is dependent upon generating sufficient taxable income prior to their expiration in the applicable tax jurisdiction. We periodically review the recoverability of our deferred tax assets and provide valuation allowances as deemed necessary to reduce deferred tax assets to amounts that more-likely-than-not will be realized.
Realization of deferred tax assets associated with net operating loss and tax credit carryforwards is dependent upon generating sufficient taxable income prior to their expiration in the applicable tax jurisdiction. We periodically review the recoverability of our deferred tax assets and record valuation allowances as deemed necessary to reduce deferred tax assets to amounts that more-likely-than-not will be realized.
Inventory related costs are recorded within costs of goods sold and severance expense and credit losses are recorded within selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. (3) These charges primarily relate to incremental credit losses and inventory reserves which are a direct impact of the war in Ukraine.
(3) These charges primarily relate to incremental credit losses and inventory reserves which are a direct impact of the war in Ukraine. Credit losses are recorded within selling, general and administrative expenses and inventory related costs are recorded within costs of goods sold in the consolidated statements of operations and comprehensive (loss) income.
Further, we 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 we recorded impairment. These impairment charges were primarily related to a decline in revenue expectations driven by a softening demand globally for fashion luxury goods.
However, we 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 we recorded impairment. These impairment charges were primarily related to a decline in revenue driven by softening demand globally for fashion luxury goods.
We recognize the impact of an uncertain income tax position taken on our income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. The effect of an uncertain income tax position will not be taken into account if the position has less than a 50% likelihood of being sustained.
We recognize the impact of an uncertain income tax position taken on our income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authorities. The effect of an uncertain income tax position will not be taken into account if the position has less than a 50% likelihood of being sustained.
The Michael Kors Collection establishes the aesthetic authority of the entire brand and is carried by select retail stores, our e-commerce sites, as well as in the finest luxury department stores in the world. MICHAEL Michael 41 Table of Contents Kors has a strong focus on accessories, in addition to offering ready-to-wear and footwear.
The Michael Kors Collection establishes the aesthetic authority of the entire brand and is carried by select retail stores, our e-commerce sites, as well as in the finest luxury department stores in the world. MICHAEL Michael Kors has a strong focus on accessories, in addition to offering ready-to-wear and footwear.
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 (income) in we consolidated statements of operations and comprehensive (loss) income.
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 our consolidated statements of operations and comprehensive (loss) income.
Our consolidated operations are impacted by the relationships between our reporting currency, the United States dollar, and those of our non-United States subsidiaries whose functional/local currency is other than the United States dollar, primarily the Euro, the British Pound, the Chinese Renminbi, the Japanese Yen, the Korean Won and the Canadian dollar, among others.
Our consolidated operations are impacted by the relationships between our reporting currency, the United States dollar, and those of our non-United States subsidiaries whose functional/local currency is other than the United States dollar, primarily the Euro, the British Pound, the Chinese Renminbi and the Japanese Yen, among others.
The amounts reserved for retail sales returns were $18 million, $22 million and $22 million at March 30, 2024, April 1, 2023 and April 2, 2022, respectively. Net sales for wholesale equals gross sales, 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.
The amounts reserved for retail sales returns were $18 million, $18 million and $22 million at March 29, 2025, March 30, 2024 and April 1, 2023, respectively. Net sales for wholesale equals gross sales, 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.
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.
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.
During Fiscal 2024, Fiscal 2023 and Fiscal 2022, we recorded impairment charges of $88 million, $36 million and $83 million, respectively, which were primarily related to operating lease right-of-use assets and fixed assets of our retail store locations. Please refer to Note 8 and Note 14 of the accompanying consolidated financial statements for additional information.
During Fiscal 2025, Fiscal 2024 and Fiscal 2023, we recorded impairment charges of $136 million, $88 million and $36 million, respectively, which were primarily related to operating lease right-of-use assets and fixed assets of our retail store locations. Please refer to Note 8 and Note 14 of the accompanying consolidated financial statements for additional information.
Global economic conditions and the related impact on levels of consumer spending worldwide impacted our business in Fiscal 2024, and are likely to continue to impact our business and the accessories, footwear and apparel industry overall for the foreseeable future.
Global economic conditions and the related impact on levels of consumer spending worldwide impacted our business in Fiscal 2025, and are likely to continue to impact our business and the luxury accessories, footwear and apparel industry overall for the foreseeable future.
Michael Kors We generate revenue through the sale of Michael Kors products through four primary Michael Kors retail store formats: “Collection” stores, “Lifestyle” stores (including concessions), outlet stores and e-commerce, through which we sell our products, as well as licensed products bearing our name, directly to consumers throughout the Americas, certain parts of EMEA and certain parts of Asia.
Michael Kors We generate revenue 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, through which we sell our 42 Table of Contents products, as well as licensed products bearing our name, directly to consumers throughout the Americas, certain parts of EMEA and certain parts of Asia.
Unallocated Corporate Expenses In addition to the reportable segments discussed above, we have certain corporate costs that are not directly attributable to our brands and, therefore, are not allocated to segments. Such costs primarily include certain administrative, corporate occupancy, shared service and information systems expenses, including system implementation costs and Capri transformation program costs.
Unallocated Corporate Expenses In addition to the reportable segments discussed above, we have certain corporate costs that are not directly attributable to our brands and, therefore, are not allocated to segments. 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.
The above table excludes current liabilities (other than short-term debt and short-term operating lease liabilities) recorded as of March 30, 2024, as these items will be paid within one year, and non-current liabilities that have no cash outflows associated with them (e.g., deferred taxes).
The above table excludes current liabilities (other than short-term debt and short-term operating lease liabilities) recorded as of March 29, 2025, as these items will be paid within one year, and non-current liabilities that have no cash outflows associated with them (e.g., deferred taxes).
New Accounting Pronouncements Please refer to Note 3 to the accompanying consolidated financial statements for detailed information relating to recently adopted and recently issued accounting pronouncements and the associated impacts. 51 Table of Contents Results of Operations A discussion regarding our results of operations for Fiscal 2024 compared to Fiscal 2023 is presented below.
New Accounting Pronouncements Please refer to Note 3 to the accompanying consolidated financial statements for detailed information relating to recently adopted and recently issued accounting pronouncements and the associated impacts. 52 Table of Contents Results of Operations A discussion regarding our results of operations for Fiscal 2025 compared to Fiscal 2024 is presented below.
The Company uses regression analysis to assess effectiveness of derivative instruments that are designated as hedges, which compares the change in the fair value of the derivative instrument to the change in the related hedged item. If the hedge is no longer expected to be highly effective in the future, future changes in the fair value are recognized in earnings.
We use regression analysis to assess effectiveness of derivative instruments that are designated as hedges, which compares the change in the fair value of the derivative instrument to the change in the related hedged item. If the hedge is no longer expected to be highly effective in the future, future changes in the fair value are recognized in earnings.
Accordingly, we recorded interest income of $95 million, $38 million and $63 million, respectively, during Fiscal 2024, Fiscal 2023 and Fiscal 2022. The net gain or loss on net investment hedges are reported within CTA as a component of accumulated other comprehensive income on our consolidated balance sheets.
Accordingly, we recorded interest income of $117 million, $95 million and $38 million, respectively, during Fiscal 2025, Fiscal 2024 and Fiscal 2023. The net gain or loss on net investment hedges are reported within CTA as a component of accumulated other comprehensive income on our consolidated balance sheets.
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, with Capri surviving the Merger as a wholly owned subsidiary of Tapestry.
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, with Capri surviving the Merger as a wholly owned subsidiary of Tapestry.
If the fair value hedge is terminated and the underlying intercompany loans are fully paid back, the accumulated other comprehensive income (“AOCI”) remaining from the hedge at the time of termination will be reclassified to foreign currency loss on our consolidated statements of operations and comprehensive (loss) income.
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 our consolidated statements of operations and comprehensive (loss) income.
In addition, revenue is generated through wholesale sales to distribution partners (including geographic licensing arrangements), multi-brand department stores and specialty stores worldwide, as well as through product license agreements in connection with the manufacturing and sale of products, including jeans, fragrances, watches, jewelry, eyewear and home furnishings.
In addition, revenue is generated through wholesale sales to distribution partners (including geographic licensing arrangements), 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.
Total sales reserves for wholesale were $61 million, $73 million and $70 million at March 30, 2024, April 1, 2023 and April 2, 2022, respectively. These estimates are based on such factors as historical trends, actual and forecasted performance and market conditions, which are reviewed by management on a quarterly basis.
Total sales reserves for wholesale were $63 million, $61 million and $73 million at March 29, 2025, March 30, 2024 and April 1, 2023, respectively. These estimates are based on such factors as historical trends, actual and forecasted performance and market conditions, which are reviewed by management on a quarterly basis.
As of March 30, 2024, there were 17 financial institutions participating in the facility, with none maintaining a maximum commitment percentage in excess of 10%. We have no reason to believe that the participating institutions will be unable to fulfill their obligations to provide financing in accordance with the terms of the 2022 Credit Facility.
As of March 29, 2025, there were 17 financial institutions participating in the facility, with none maintaining a maximum commitment percentage in excess of 10%. We have no reason to believe that the participating institutions will be unable to fulfill their obligations to provide financing in accordance with the terms of the 2025 Credit Facilities.
Based on the results of these assessments, we 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.
Based on the results of these assessments, we determined there was no impairment for the Jimmy Choo Licensing reporting unit goodwill as the fair value exceeded the related carrying value.
Luxury goods trends and demand for our accessories and related merchandise . Our performance is affected by trends in the luxury goods industry, global consumer spending, macroeconomic factors, overall levels of consumer travel and spending on discretionary items as well as shifts in demographics and changes in lifestyle preferences.
Our performance is affected by trends in the luxury goods industry, global consumer spending, macroeconomic factors, overall levels of consumer travel and spending on discretionary items as well as shifts in demographics and changes in lifestyle preferences.
(4) The balance as of March 30, 2024 consists of primarily of $11 million related to our supplier financing program recorded within short-term debt in our consolidated balance sheets, $11 million related to the sale of certain Versace tax receivables, with $1 million and $10 million recorded within short-term debt and long-term debt, respectively, in our consolidated balance sheets and $2 million of other loans recorded as long-term debt in our consolidated balance sheets.
The balance as of March 30, 2024 consists of $11 million related to our supplier finance program recorded within short-term debt on our consolidated balance sheets, $11 million related to the sale of certain Versace tax receivables, with $1 million and $10 million recorded within short-term debt and long-term debt, respectively, and $2 million of other loans recorded as long-term debt on our consolidated balance sheets.
Over the past several decades, the House of Versace has grown globally from its roots in haute couture, expanding into the design, manufacturing, distribution and retailing of ready-to-wear, accessories, footwear, eyewear, watches, jewelry, fragrance and home furnishings. Versace’s design team is led by Donatella Versace, who has been the brand’s Artistic Director for over 20 years.
Over the past several decades, the House of Versace has grown globally from its roots in haute couture, expanding into the design, manufacturing, distribution and retailing of ready-to-wear, accessories, footwear, eyewear, watches, jewelry, fragrance and home furnishings. Until recently, Versace’s design team was led by Donatella Versace, who had been the brand’s Artistic Director for almost 30 years.
During Fiscal 2023, we recognized a net foreign currency loss of $10 million primarily attributable to the remeasurement of intercompany loans with certain of our subsidiaries.
Foreign Currency Loss During Fiscal 2025, we recognized a net foreign currency loss of $4 million primarily attributable to the remeasurement of intercompany loans with certain of our subsidiaries.
Purchases of discretionary luxury items, such as the accessories, footwear and apparel that we produce, tend to decline when disposable income is lower or when there are recessions, inflationary pressures or other economic uncertainty which could negatively affect our financial condition and results of operations. COVID-19 pandemic .
Purchases of discretionary luxury items, such as the accessories, footwear and apparel that we produce tend to decline when disposable income is lower or when there are recessions, inflationary pressures or other economic uncertainty which could negatively affect our financial condition and results of operations. Costs of manufacturing, tariffs and import regulations.
See Item 1A — “Risk Factors” — “A material delay or disruption in our information technology systems or e-commerce websites or our failure or inability to upgrade our information technology systems precisely and efficiently could have a material adverse effect on our business, results of operations and financial condition” for additional discussion.
Risk Factors - “A material delay or disruption in our information technology systems or e-commerce websites or our failure or inability to upgrade our information technology systems precisely and efficiently could have a material adverse effect on our business, results of operations and financial condition” for additional discussion.
(5) The balance as of March 30, 2024 and April 1, 2023 represents the total availability of the credit facility, which excludes bank guarantees. We believe that our 2022 Credit Facility is adequately diversified with no undue concentration in any one financial institution.
(5) The balance as of March 29, 2025 and March 30, 2024 represents the total availability of the credit facility, which excludes bank guarantees. We believe that our 2025 Credit Facilities is adequately diversified with no undue concentration in any one financial institution.
Net (Loss) Income Attributable to Capri As a result of the foregoing, during Fiscal 2024 our net loss attributable to Capri was $229 million, compared to net income of $616 million for Fiscal 2023. 55 Table of Contents Liquidity and Capital Resources Our primary sources of liquidity are the cash flows generated from our operations, along with borrowings available under our credit facilities (see below discussion regarding “Revolving Credit Facilities”) and available cash and cash equivalents.
Net Loss Attributable to Capri As a result of the above, during Fiscal 2025 our net loss attributable to Capri was $1.182 billion, compared to $229 million for Fiscal 2024. 57 Table of Contents Liquidity and Capital Resources Our primary sources of liquidity are the cash flows generated from our operations, along with borrowings available under our credit facilities (see below discussion regarding “Revolving Credit Facilities”) and available cash and cash equivalents.
During Fiscal 2023, we recognized asset impairment charges of approximately $142 million, primarily related to the impairment of the Jimmy Choo Retail and Wholesale reporting units’ goodwill and Jimmy Choo brand intangible assets, as well as the impairment of certain operating lease right-of-use assets (see Note 14 to the accompanying consolidated financial statements for additional information).
During Fiscal 2024, we recognized asset impairment charges of approximately $575 million, primarily related to the impairment of the Jimmy Choo Retail and Wholesale reporting units’ goodwill and Versace and Jimmy Choo brand intangible assets as well as the impairment of operating lease right-of-use assets at certain Versace, Jimmy Choo and Michael Kors store locations (see Note 14 to the accompanying consolidated financial statements for additional information).
Inventories Our inventory costs include amounts paid to independent manufacturers, plus duties and freight to bring the goods to the Company’s warehouses, as well as shipments to stores. The combined total of raw materials and work in process recorded on our consolidated balance sheets as of March 30, 2024 and April 1, 2023 were $45 million and $47 million, respectively.
Inventories Our inventory costs include amounts paid to independent manufacturers, plus duties and freight to bring the goods to the Company’s warehouses, as well as shipments to stores. The combined total of raw materials and work in process recorded on our consolidated balance sheets as of both March 29, 2025 and March 30, 2024 was $45 million.
Our effective tax rate for Fiscal 2024 compared to our effective tax rate in Fiscal 2023 is not a meaningful metric due to the pre-tax loss for Fiscal 2024 and pre-tax income for Fiscal 2023.
Our effective tax rate for Fiscal 2025 compared to our effective tax rate in Fiscal 2024 is not a meaningful metric due to the increased pre-tax loss for Fiscal 2025.
The following table sets forth key indicators of our liquidity and capital resources (in millions): As of March 30, 2024 April 1, 2023 Balance Sheet Data: Cash and cash equivalents $ 199 $ 249 Working capital $ (87) $ 420 Total assets $ 6,689 $ 7,295 Short-term debt $ 462 $ 5 Long-term debt $ 1,261 $ 1,822 Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 Cash flows provided by (used in): Operating activities $ 309 $ 771 $ 704 Investing activities (135) 183 58 Financing activities (208) (776) (800) Effect of exchange rate changes (17) (94) (24) Net (decrease) increase in cash, cash equivalents and restricted cash $ (51) $ 84 $ (62) Cash Provided by Operating Activities Net cash provided by operating activities was $309 million during Fiscal 2024, as compared to $771 million for Fiscal 2023.
The following table sets forth key indicators of our liquidity and capital resources (in millions): As of March 29, 2025 March 30, 2024 Balance Sheet Data: Cash and cash equivalents $ 166 $ 199 Working capital $ 185 $ (87) Total assets $ 5,213 $ 6,689 Short-term debt $ 24 $ 462 Long-term debt $ 1,476 $ 1,261 Fiscal Years Ended March 29, 2025 March 30, 2024 April 1, 2023 Cash flows provided by (used in): Operating activities $ 281 $ 309 $ 771 Investing activities (53) (135) 183 Financing activities (242) (208) (776) Effect of exchange rate changes (16) (17) (94) Net (decrease) increase in cash, cash equivalents and restricted cash $ (30) $ (51) $ 84 Cash Provided by Operating Activities Net cash provided by operating activities was $281 million during Fiscal 2025, as compared to $309 million for Fiscal 2024.
We have also been developing our men’s business in recognition of the significant opportunity afforded by the Michael Kors brand’s established fashion authority and the expanding men’s market. Taken together, our Michael Kors collections target a broad customer base while retaining our premium luxury image. Certain Factors Affecting Financial Condition and Results of Operations Macroeconomic conditions and inflationary pressures.
We have also been developing our men’s business in recognition of the significant opportunity afforded by the Michael Kors brand’s established fashion authority and the expanding men’s market. Taken together, our Michael Kors collections target a broad customer base while retaining our premium luxury image.
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 remaining transformation projects were paused due to the pending Merger and we will reassess this program, along with related timing, in Fiscal 2025.
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, some transformation projects were paused and we will re-assess this program, along with related timing, in Fiscal 2026.
Inflation, rising interest rates, higher fuel and energy costs and commodity prices, reductions in net worth based on market declines and uncertainty, home prices, credit availability and consumer debt levels, concerns of a global banking crisis, political instability due to war or other geopolitical factors and other macroeconomic pressures and general uncertainty regarding the overall future economic environment have created a challenging retail environment, which is expected to continue in the near term.
Inflation, rising interest rates, higher fuel and energy costs and commodity prices, reductions in net worth based on stock market declines and uncertainty, home prices, credit availability and consumer debt levels, political instability due to war or other geopolitical factors, including the presidential change in the U.S., and other macroeconomic pressures and general uncertainty regarding the overall future economic environment along with tariffs and foreign currency fluctuations have created a challenging retail environment, which is expected to continue in the near term.
The $18 million decrease in interest expense, net, is primarily due to higher interest income of $57 million from our net investment hedges, partially offset by higher effective interest rates and higher average borrowings on our outstanding debt (see Note 12 and Note 15 to the accompanying consolidated financial statements for additional information).
The $43 million improvement in interest (income) expense, net, is primarily due to higher interest income earned from our net investment hedges and lower average borrowings and effective interest rates on our outstanding debt (see Note 12 and Note 15 to the accompanying consolidated financial statements for additional information).
(Benefit) Provision for Income Taxes During Fiscal 2024, we recognized $54 million of an income tax benefit on a pre-tax loss of $283 million compared with $29 million of income tax expense on a pre-tax income of $648 million for Fiscal 2023.
Provision (Benefit) for Income Taxes During Fiscal 2025, we recognized $452 million of an income tax provision on a pre-tax loss of $727 million compared with $54 million of income tax benefit on a pre-tax loss of $283 million for Fiscal 2024.
The increase in net cash used in investing activities were primarily attributable to the lower settlement of net investment hedges of $355 million, partially offset by lower capital expenditures of $37 million compared to prior year. Net cash provided by investing activities was $183 million during Fiscal 2023, as compared to $58 million during Fiscal 2022.
The increase in net cash used in investing activities were primarily attributable to the lower settlement of net investment hedges of $355 million, partially offset by lower capital expenditures of $37 million compared to prior year.
(2) As of March 30, 2024 and April 1, 2023, all amounts are recorded as long-term debt in our consolidated balance sheets, besides the Senior Notes, due in November 2024, which are recorded within short-term debt in our consolidated balance sheets as of March 30, 2024.
(2) As of March 29, 2025 and March 30, 2024, all amounts are recorded as long-term debt in our consolidated balance 60 Table of Contents sheets, besides the Senior Notes, due in November 2024, which are recorded within short-term debt on our consolidated balance sheets as of March 30, 2024.
Depreciation and Amortization Depreciation and amortization increased $9 million, or 5.0%, to $188 million during Fiscal 2024, compared to $179 million for Fiscal 2023. Depreciation and amortization increased to 3.6% as a percentage of total revenue during Fiscal 2024, compared to 3.2% for Fiscal 2023.
Depreciation and Amortization Depreciation and amortization increased $5 million, or 2.7%, to $193 million during Fiscal 2025, compared to $188 million for Fiscal 2024. Depreciation and amortization increased to 4.3% as a percentage of total revenue during Fiscal 2025, compared to 3.6% for Fiscal 2024.
Versace distributes its products through a worldwide distribution network, which includes boutiques in some of the world’s most fashionable cities, its e-commerce sites, as well as through the most prestigious department and specialty stores worldwide.
Effective April 1, 2025, Dario Vitale became Versace’s Chief Creative Officer. Versace distributes its products through a worldwide distribution network, which includes boutiques in some of the world’s most fashionable cities, its e-commerce sites, as well as through the most prestigious department and specialty stores worldwide.
In addition, as of March 30, 2024, bank guarantees of approximately $39 million were supported by our various credit facilities.
In addition, as of March 29, 2025, bank guarantees of approximately $46 million were supported by our various credit facilities.
(4) See Note 11 for details on the Company's restructuring program. 44 Table of Contents The following table presents our global network of retail stores: As of March 30, 2024 April 1, 2023 April 2, 2022 Number of full price retail stores (including concessions): Versace 174 160 149 Jimmy Choo 177 182 181 Michael Kors 461 508 524 812 850 854 Number of outlet stores: Versace 62 63 60 Jimmy Choo 57 55 56 Michael Kors 308 304 301 427 422 417 Total number of retail stores 1,239 1,272 1,271 The following table presents our retail stores by geographic location: As of As of March 30, 2024 April 1, 2023 Versace Jimmy Choo Michael Kors Versace Jimmy Choo Michael Kors Store count by region: The Americas 45 43 293 42 43 319 EMEA 60 68 156 58 70 173 Asia 131 123 320 123 124 320 236 234 769 223 237 812 45 Table of Contents Key Performance Indicators and Statistics We use a number of key indicators of operating results to evaluate our performance, including the following (dollars in millions): Fiscal Years Ended March 30, 2024 April 1, 2023 April 2, 2022 Total revenue $ 5,170 $ 5,619 $ 5,654 Gross profit as a percent of total revenue 64.6 % 66.3 % 66.2 % (Loss) income from operations $ (241) $ 679 $ 903 (Loss) income from operations as a percent of total revenue (4.7) % 12.1 % 16.0 % Critical Accounting Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S.
The following table presents our global network of retail stores: As of March 29, 2025 March 30, 2024 April 1, 2023 Number of full price retail stores (including concessions): Versace 166 174 160 Jimmy Choo 163 177 182 Michael Kors 399 461 508 728 812 850 Number of outlet stores: Versace 62 62 63 Jimmy Choo 56 57 55 Michael Kors 312 308 304 430 427 422 Total number of retail stores 1,158 1,239 1,272 The following table presents our retail stores by geographic location: As of As of March 29, 2025 March 30, 2024 Versace Jimmy Choo Michael Kors Versace Jimmy Choo Michael Kors Store count by region: The Americas 46 41 275 45 43 293 EMEA 51 64 143 60 68 156 Asia 131 114 293 131 123 320 228 219 711 236 234 769 45 Table of Contents Key Performance Indicators and Statistics We use a number of key indicators of operating results to evaluate our performance, including the following (dollars in millions): Fiscal Years Ended March 29, 2025 March 30, 2024 April 1, 2023 Total revenue $ 4,442 $ 5,170 $ 5,619 Gross profit as a percent of total revenue 63.6 % 64.6 % 66.3 % (Loss) income from operations $ (752) $ (241) $ 679 (Loss) income from operations as a percent of total revenue (16.9) % (4.7) % 12.1 % Critical Accounting Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S.
“Risk Factors” — “We primarily use foreign manufacturing contractors and independent third-party agents to source our finished goods” and “Our business is subject to risks inherent in global sourcing activities, including disruptions or delays in manufacturing or shipments” for additional discussion. Costs of manufacturing, tariffs and import regulations.
Risk Factors - “We primarily use foreign manufacturing contractors and independent third-party agents to source our finished goods” and “Our business is subject to risks inherent in global sourcing activities, including disruptions or delays in manufacturing or shipments” for additional discussion. Implementing and updating information technology systems.
The decrease in cash used in financing activities of $24 million was primarily due to an increase in net debt borrowings of $774 million, partially offset by a $703 million increase in cash payments to repurchase our ordinary shares. 57 Table of Contents Debt Facilities The following table presents a summary of our borrowing capacity and amounts outstanding as of March 30, 2024 and April 1, 2023 (in millions): Fiscal Years Ended March 30, 2024 April 1, 2023 Revolving Credit Facility (excluding up to a $500 million accordion feature) (1) Total availability $ 1,500 $ 1,500 Borrowings outstanding (2) 764 874 Letter of credit outstanding 2 3 Remaining availability $ 734 $ 623 Versace Term Loan (450 Million Euro) Borrowings outstanding, net of debt issuance costs (3) $ 485 $ 487 Senior Notes due 2024 Borrowings outstanding, net of debt issuance costs and discount amortization (2) $ 450 $ 449 Other Borrowings (4) $ 24 $ 17 Hong Kong Uncommitted Credit Facility: Total availability (70 million Hong Kong Dollars) (5) $ 9 $ 9 Borrowings outstanding — — Remaining availability (70 million Hong Kong Dollars) $ 9 $ 9 China Uncommitted Credit Facility: Total availability (75 million Chinese Yuan) (5) $ 10 $ 11 Borrowings outstanding — — Total and remaining availability (75 million Chinese Yuan) $ 10 $ 11 Japan Credit Facility: Total availability (1.0 billion Japanese Yen) $ 7 $ 8 Borrowings outstanding — — Remaining availability (1.0 billion Japanese Yen) $ 7 $ 8 Versace Uncommitted Credit Facilities: Total availability (40 million Euro) (5) $ 43 $ 43 Borrowings outstanding — — Remaining availability (40 million Euro) $ 43 $ 43 Total borrowings outstanding (1) $ 1,723 $ 1,827 Total remaining availability $ 803 $ 694 (1) The financial covenant in our 2022 Credit Facility requires us to comply with the quarterly maximum net leverage ratio test of 4.00 to 1.0.
The decrease in cash used in financing activities of $568 million was primarily attributable to a decrease in cash payments to repurchase our ordinary shares of $1.257 billion, offset by lower net debt borrowings of $689 million compared to prior year. 59 Table of Contents Debt Facilities The following table presents a summary of our borrowing capacity and amounts outstanding as of March 29, 2025 and March 30, 2024 (in millions): Fiscal Years Ended March 29, 2025 March 30, 2024 Revolving Credit Facility (1) Total availability $ 1,500 $ 1,500 Borrowings outstanding (2) 755 764 Letter of credit outstanding 1 2 Remaining availability $ 744 $ 734 2025 Term Loans Borrowings outstanding, net of debt issuance costs (3) $ 706 $ — Versace Term Loan (450 Million Euro) Borrowings outstanding, net of debt issuance costs (3) $ — $ 485 Senior Notes due 2024 Borrowings outstanding, net of debt issuance costs and discount amortization (2) $ — $ 450 Other Borrowings (4) $ 39 $ 24 Hong Kong Uncommitted Credit Facility: Total availability (45 million and 70 million Hong Kong Dollars) (5) $ 6 $ 9 Borrowings outstanding — — Remaining availability (45 million and 70 million Hong Kong Dollars) $ 6 $ 9 China Uncommitted Credit Facility: Total availability (75 million Chinese Yuan) (5) $ 10 $ 10 Borrowings outstanding — — Total and remaining availability (75 million Chinese Yuan) $ 10 $ 10 Japan Credit Facility: Total availability (1.0 billion Japanese Yen) $ 7 $ 7 Borrowings outstanding — — Remaining availability (1.0 billion Japanese Yen) $ 7 $ 7 Versace Uncommitted Credit Facilities: Total availability (25 million and 40 million Euro) (5) $ 27 $ 43 Borrowings outstanding — — Remaining availability (25 million and 40 million Euro) $ 27 $ 43 Total borrowings outstanding (1) $ 1,500 $ 1,723 Total remaining availability $ 794 $ 803 (1) The financial covenant in our 2025 Credit Facilities requires us to comply with a quarterly maximum net leverage ratio test of 4.0 to 1.0.
In addition to the commitments in the above table, our off-balance sheet commitments relating to our outstanding letters of credit were $32 million at March 30, 2024, including $30 million in letters of credit issued outside of the 2022 Credit Facility.
In addition to the commitments in the above table, our off-balance sheet commitments relating to our outstanding letters of credit were $24 million at March 29, 2025, including $23 million in letters of credit issued outside of the 2025 Credit Facilities.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview Agreement and Plan of Merger On August 10, 2023, Capri entered into an Agreement and Plan of Merger with Tapestry, Inc., a Maryland corporation, and Sunrise Merger Sub, Inc., a British Virgin Islands business company limited by shares and a direct wholly owned subsidiary of Tapestry.
Termination of the Agreement and Plan of Merger As previously disclosed, on August 10, 2023, Capri entered into an Agreement and Plan of Merger with Tapestry, Inc., a Maryland corporation, and Sunrise Merger Sub, Inc., a British Virgin Islands business company limited by shares and a direct wholly owned subsidiary of Tapestry.
Accordingly, we 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.
Accordingly, we recorded goodwill impairment charges of $66 million related to the Jimmy Choo Wholesale reporting unit that has a remaining balance of $27 million. The Jimmy Choo Retail reporting unit’s goodwill balance was fully impaired during Fiscal 2024.
(Loss) Income from Operations As a result of the foregoing, loss from operations was $241 million during Fiscal 2024, compared to income from operations of $679 million for Fiscal 2023. (Loss) income from operations as a percentage of total revenue was a loss of 4.7% in Fiscal 2024, compared to income of 12.1% in Fiscal 2023.
Loss from Operations As a result, loss from operations was $752 million during Fiscal 2025, compared to $241 million for Fiscal 2024. Loss from operations as a percentage of total revenue was 16.9% in Fiscal 2025, compared to 4.7% in Fiscal 2024.
The changes in the fair value for contracts designated as cash flow hedges is recorded in equity as a component of accumulated other comprehensive income until the hedged item affects earnings.
Formal hedge documentation is prepared for all derivative instruments designated as hedges, including a description of the hedged item and the hedging instrument and the risk being hedged. The changes in the fair value for contracts designated as cash flow hedges is recorded in equity as a component of accumulated other comprehensive income until the hedged item affects earnings.
Accordingly, due to the difference in the statutory income tax rates between these jurisdictions, we realized a lower effective tax rate on consolidated pre-tax income. Our effective tax rate may fluctuate from time to time due to the effects of changes in United States federal, state and local taxes and tax rates in foreign jurisdictions.
Our effective tax rate may fluctuate from time to time due to the effects of changes in United States federal, state and local taxes and tax rates in foreign jurisdictions.
On a constant currency basis, our total revenue decreased $473 million, or 8.4%.
On a constant currency basis, our total revenue decreased $696 million, or 13.5%.
The balance as of April 1, 2023 consists of primarily of $4 million related to our supplier finance program recorded within short-term debt in our consolidated balance sheets and $11 million related to the sale of certain Versace tax receivables, with $1 million and $10 million recorded within short-term debt and long-term debt, respectively, in our consolidated balance sheets.
(4) The balance as of March 29, 2025 primarily consists of $24 million related to our supplier financing program recorded within short-term debt in our consolidated balance sheets, $10 million related to the sale of certain Versace tax receivables recorded as long-term debt in our consolidated balance sheets and $5 million of other loans recorded as long-term debt on our consolidated balance sheets.
Total Operating Expenses Total operating expenses increased $535 million, or 17.6%, to $3.580 billion during Fiscal 2024, compared to $3.045 billion for Fiscal 2023. Our operating expenses included a net unfavorable foreign currency impact of approximately $53 million. Total operating expenses as a percentage of total revenue increased to 69.2% in Fiscal 2024, compared to 54.2% in Fiscal 2023.
Total Operating Expenses Total operating expenses decreased $2 million, or 0.1%, to $3.578 billion during Fiscal 2025, compared to $3.580 billion for Fiscal 2024. Our operating expenses included a net favorable foreign currency impact of approximately $18 million. Total operating expenses as a percentage of total revenue increased to 80.5% in Fiscal 2025, compared to 69.2% in Fiscal 2024.
Further, based on the results of these assessments, we 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.
Further, based on the results of these assessments, we determined that there was no impairment for the Versace Licensing reporting unit goodwill as the fair value exceeded the related carrying value. However, the fair value of the Versace Retail and Wholesale reporting units goodwill and Retail and Wholesale brand indefinite-lived intangible assets did not exceed their related carrying amounts.
We spent $189 million on capital expenditures during Fiscal 2024 and expect to spend approximately $135 million during Fiscal 2025. The majority of the Fiscal 2024 expenditures related to our retail operations (including e-commerce), ERP system implementation and Capri transformation programs.
We spent $128 million on capital expenditures during Fiscal 2025 and expect to spend approximately $110 million during Fiscal 2026. The majority of the Fiscal 2025 expenditures related to our retail operations (including e-commerce), enhancements to Information Technology systems and the Capri transformation program.
During the fourth quarter of Fiscal 2024, we performed our annual goodwill and indefinite-lived intangible assets impairment analysis. Based on a qualitative impairment assessment of the Michael Kors reporting units, we 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.
Lastly, based on a qualitative impairment assessment of the Michael Kors reporting units, we concluded that it is more likely than not that the fair value of the Michael Kors reporting units exceeded its carrying value and, therefore, were not impaired.
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.
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.
See Note 16 to the accompanying consolidated financial statements for additional information. 59 Table of Contents Contractual Obligations and Commercial Commitments As of March 30, 2024, our contractual obligations and commercial commitments were as follows (in millions): Fiscal Years Fiscal 2025 Fiscal 2026-2027 Fiscal 2028-2029 Fiscal 2030 and thereafter Total Operating leases $ 464 $ 663 $ 433 $ 600 $ 2,160 Interest, net (1) — — — — — Inventory purchase obligations 582 — — — 582 Other commitments 62 26 — — 88 Short-term debt 462 — — — 462 Long-term debt — 498 764 — 1,262 Total $ 1,570 $ 1,187 $ 1,197 $ 600 $ 4,554 (1) Beginning in Fiscal 2025, we expect to be in an interest income position, therefore we would not expect to have net interest expense obligations through the above periods.
See Note 16 to the accompanying consolidated financial statements for additional information. 61 Table of Contents Contractual Obligations and Commercial Commitments As of March 29, 2025, our contractual obligations and commercial commitments were as follows (in millions): Fiscal Years Fiscal 2026 Fiscal 2027-2028 Fiscal 2029-2030 Fiscal 2031 and Thereafter Total Operating leases $ 420 $ 588 $ 373 $ 501 $ 1,882 Interest, net (1) — — — — — Inventory purchase obligations 553 — — — 553 Other commitments 61 25 — — 86 Short-term debt 24 — — — 24 Long-term debt — 1,482 — — 1,482 Total $ 1,058 $ 2,095 $ 373 $ 501 $ 4,027 (1) Beginning in Fiscal 2026, we expect to be in a net interest income position, therefore, we would not expect to have interest obligations through the above periods.
Net cash used in financing activities was $776 million during Fiscal 2023, as compared to $800 million during Fiscal 2022.
Cash (Used in) Financing Activities Net cash used in financing activities was $242 million during Fiscal 2025, as compared to $208 million during Fiscal 2024.
Our Jimmy Choo brand offers a distinctive, glamorous and fashion-forward product range, enabling it to develop into a leading global luxury accessory brand, whose core product offering is women’s luxury shoes, complemented by accessories, including handbags, small leather goods, jewelry, scarves and belts, as well as men’s luxury shoe and accessory business.
Our Jimmy Choo brand offers a distinctive, glamorous and fashion-forward product range, whose core product offering is women’s luxury shoes, complemented by accessories, including handbags, small leather goods, jewelry, scarves and belts, as well as men’s luxury shoes and accessories. In addition, certain categories, including fragrance and eyewear, are produced under licensing agreements.
To manage the foreign currency exchange rate risk related to these balances, we had previously entered into fair value 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, we had €1 billion of GBP Fair Value Hedge on Euro denominated intercompany loans.
To manage the foreign currency exchange rate risk related to these balances, we previously entered into cross-currency swap agreements to hedge our exposure in GBP denominated subsidiaries on Euro denominated intercompany loans. As of March 29, 2025 and March 30, 2024, there were no fair value hedges outstanding.
A discussion regarding our results of operations for Fiscal 2023 compared to Fiscal 2022 can be found under Item 7 in our Annual Report on Form 10-K for the year ended April 1, 2023, filed with the SEC on May 31, 2023, which is available on the SEC’s website at www.sec.gov and our investor website at www.capriholdings.com .
A discussion regarding our results of operations for Fiscal 2024 compared to Fiscal 2023 can be found under Item 7 in our Annual Report on Form 10-K for the year ended March 30, 2024, filed with the SEC on May 29, 2024.
The impairment charges were recorded within impairment of assets on our consolidated statements of operations and comprehensive (loss) income for the fiscal year ended March 30, 2024. In Fiscal 2023, we recorded impairment charges of $82 million related to the Jimmy Choo Retail and Wholesale reporting units goodwill and $24 million related to the Jimmy Choo Retail brand intangible assets.
In Fiscal 2023, we 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.
Comparison of Fiscal 2024 with Fiscal 2023 The following table details the results of our operations for Fiscal 2024 and Fiscal 2023 and expresses the relationship of certain line items to total revenue as a percentage (dollars in millions): Fiscal Years Ended $ Change % Change % of Total Revenue for Fiscal Year Ended March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Statements of Operations Data: Total revenue $ 5,170 $ 5,619 $ (449) (8.0) % Cost of goods sold 1,831 1,895 (64) (3.4) % 35.4 % 33.7 % Gross profit 3,339 3,724 (385) (10.3) % 64.6 % 66.3 % Selling, general and administrative expenses 2,784 2,708 76 2.8 % 53.8 % 48.2 % Depreciation and amortization 188 179 9 5.0 % 3.6 % 3.2 % Impairment of assets 575 142 433 NM 11.1 % 2.5 % Restructuring and other expense 33 16 17 NM 0.6 % 0.3 % Total operating expenses 3,580 3,045 535 17.6 % 69.2 % 54.2 % (Loss) income from operations (241) 679 (920) NM (4.7) % 12.1 % Other income, net (1) (3) 2 66.7 % — % (0.1) % Interest expense, net 6 24 (18) (75.0) % 0.1 % 0.4 % Foreign currency loss 37 10 27 NM 0.7 % 0.2 % (Loss) income before (benefit) provision for income taxes (283) 648 (931) NM (5.5) % 11.5 % (Benefit) provision for income taxes (54) 29 (83) NM (1.0) % 0.5 % Net (loss) income (229) 619 (848) NM Less: Net income attributable to noncontrolling interests — 3 (3) NM Net (loss) income attributable to Capri $ (229) $ 616 $ (845) NM NM Not meaningful Total Revenue Total revenue decreased $449 million, or 8.0%, to $5.170 billion for Fiscal 2024, compared to $5.619 billion for Fiscal 2023, which included net favorable foreign currency effects of $24 million as a result of the weakening of the United States dollar against the Euro partially offset by the strengthening of the United States dollar compared to the Chinese Renminbi and Japanese Yen in Fiscal 2024, as compared to Fiscal 2023.
Comparison of Fiscal 2025 with Fiscal 2024 The following table details the results of our operations for Fiscal 2025 and Fiscal 2024 and expresses the relationship of certain line items to total revenue as a percentage (dollars in millions): Fiscal Years Ended $ Change % Change % of Total Revenue for Fiscal Year Ended March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024 Statements of Operations Data: Total revenue $ 4,442 $ 5,170 $ (728) (14.1) % Cost of goods sold 1,616 1,831 (215) (11.7) % 36.4 % 35.4 % Gross profit 2,826 3,339 (513) (15.4) % 63.6 % 64.6 % Selling, general and administrative expenses 2,581 2,784 (203) (7.3) % 58.1 % 53.8 % Depreciation and amortization 193 188 5 2.7 % 4.3 % 3.6 % Impairment of assets 797 575 222 38.6 % 17.9 % 11.1 % Restructuring and other expense 7 33 (26) (78.8) % 0.2 % 0.6 % Total operating expenses 3,578 3,580 (2) (0.1) % 80.5 % 69.2 % Loss from operations (752) (241) (511) NM (16.9) % (4.7) % Other expense (income), net 8 (1) 9 NM 0.2 % — % Interest (income) expense, net (37) 6 (43) NM (0.8) % 0.1 % Foreign currency loss 4 37 (33) (89.2) % 0.1 % 0.7 % Loss before provision (benefit) for income taxes (727) (283) (444) NM (16.4) % (5.5) % Provision (benefit) for income taxes 452 (54) 506 NM 10.2 % (1.0) % Net loss (1,179) (229) (950) NM Less: Net income attributable to noncontrolling interests 3 — 3 NM Net loss attributable to Capri $ (1,182) $ (229) $ (953) NM NM Not meaningful Total Revenue Total revenue decreased $728 million, or 14.1%, to $4.442 billion for Fiscal 2025, compared to $5.170 billion for Fiscal 2024, which included net unfavorable foreign currency effects of $32 million as a result of the strengthening of the United States dollar compared to all major currencies in which we operate.
As a percentage of total revenue, selling, general and administrative expenses increased to 53.8% during Fiscal 2024, compared to 48.2% for Fiscal 2023, primarily due to increased retail store costs, marketing investments, unallocated corporate expenses along with deleveraging of operating expenses on lower revenue for Fiscal 2024.
As a percentage of total revenue, selling, general and administrative expenses increased to 58.1% during Fiscal 2025, compared to 53.8% for Fiscal 2024, primarily due to deleveraging of expenses on lower revenues.
As of March 30, 2024, we 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, we had €1 billion of hedges outstanding to hedge its net investment in British Pound (“GBP”) denominated subsidiaries (the “GBP/EUR Net Investment Hedges”).
As of March 30, 2024, we had $1.35 billion of cross-currency hedges outstanding related to our 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.
We employ these contracts to hedge our cash flows, as they relate to foreign currency transactions. Certain of these contracts are designated as hedges for accounting purposes, while others remain undesignated. All of our derivative instruments are recorded in our consolidated balance sheets at fair value on a gross basis, regardless of their hedge designation.
All of our derivative instruments are recorded in our consolidated balance sheets at fair value on a gross basis, regardless of their hedge designation. We designate certain contracts related to the purchase of inventory that qualify for hedge accounting as cash flow hedges.
Interest, net represents the estimated net interest income from our net investment hedges and the estimated interest expense associated with our Revolving Credit Facility, Versace Term Loan and Senior Notes based on their current interest rate. Inventory purchase obligations represent contractual obligations for future purchases of inventory.
Interest, net represents the estimated net interest income from our net investment hedges and the estimated interest expense associated with our 2025 Credit Facilities based on their current interest rate. Inventory purchase obligations represent contractual obligations for future purchases of inventory. Other commitments include non-cancelable contractual obligations related to marketing and advertising agreements, information technology agreements and supply agreements.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

16 edited+2 added−5 removed4 unchanged
Biggest changeWe may enter into foreign currency forward contracts, net investment hedges and fair value hedges to manage our foreign currency exposure to the fluctuations of certain foreign currencies.
Biggest changeIn order to manage these risks, we employ certain strategies to mitigate the effect of these fluctuations, which include entering into foreign currency forward contracts, net investment hedges, fair value hedges and interest rate swaps.
These balances are not indicative of future balances that may be outstanding under our revolving credit facilities that may be subject to fluctuations in interest rates. Any increases in the applicable interest rate(s) would cause an increase to the interest expense relative to any outstanding balance at that date.
These balances are not indicative of future balances that may be outstanding under our credit facilities that may be subject to fluctuations in interest rates. Any increases in the applicable interest rate(s) would cause an increase to the interest expense relative to any outstanding balance at that date.
We do not use derivatives for trading or speculative purposes. 60 Table of Contents Foreign Currency Exchange Risk Forward Foreign Currency Exchange Contracts We are exposed to risks on certain purchase commitments to foreign suppliers based on the value of our purchasing subsidiaries’ local currency relative to the currency requirement of the supplier on the date of the commitment.
We do not use derivatives for trading or speculative purposes. 62 Table of Contents Foreign Currency Exchange Risk Forward Foreign Currency Exchange Contracts We are exposed to risks on certain purchase commitments to foreign suppliers based on the value of our purchasing subsidiaries’ local currency relative to the currency requirement of the supplier on the date of the commitment.
Under the terms of these contracts, we will exchange the semi-annual fixed rate payments on United States notional amounts for fixed rate payments of 0% in CHF.
Under the terms of these contracts, we will exchange the monthly and semi-annual fixed rate payments on United States notional amounts for fixed rate payments of 0.0% in CHF.
Our Uncommitted Versace Credit Facilities carries interest at a rate set by the bank on the date of borrowing that is tied to the European Central Bank. Therefore, our consolidated statements of operations and comprehensive (loss) income and cash flows are exposed to changes in those interest rates.
Our uncommitted Versace Credit Facilities carry interest at rates set by the banks on the date of borrowing that is tied to the European Central Bank. Therefore, our consolidated statements of operations and comprehensive (loss) income and cash flows are exposed to changes in those interest rates.
Under the terms of these contracts, we will exchange the semi-annual fixed rate payments on United States dollar notional amounts for fixed rate payments of 0% in Euro.
Under the terms of these contracts, we will exchange the monthly fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0% in Euro.
Our 2022 Credit Facility carries interest rates that are tied to the prime rate and other institutional lending rates (depending on the particular origination of borrowing), as further described in Note 12 to the accompanying consolidated financial statements. Our Versace Term Loan carries interest rates that are tied to EURIBOR.
Our 2022 Credit Facility and USD Term Loans carries interest rates that are tied to the prime rate and other institutional lending rates (depending on the particular origination of borrowing), as further described in Note 12 to the accompanying consolidated financial statements. Our EUR Term Loans carries interest rates that are tied to EURIBOR.
Based on the net investment hedges outstanding as of March 30, 2024, a 10% appreciation or devaluation of the United States dollar compared to the level of foreign currency exchange rates for currencies under contract as of March 30, 2024, would result in a net increase or decrease, respectively, of approximately $252 million in the fair value of these contracts.
Based on the net investment hedges outstanding as of March 29, 2025, a 10% appreciation or devaluation of the United States dollar compared to the level of foreign currency exchange rates for currencies under contract as of March 29, 2025, would result in a net increase or decrease, respectively, of approximately $365 million in the fair value of these contracts.
Based on the net investment hedges outstanding as of March 30, 2024, a 10% appreciation or devaluation of the United States dollar compared to the level of foreign currency exchange rates for currencies under contract as of March 30, 2024, would result in a net increase or decrease, respectively, of approximately $107 million in the fair value of these contracts.
Based on the net investment hedges outstanding as of March 29, 2025, a 10% appreciation or devaluation of the United States dollar compared to the level of foreign currency exchange rates for currencies under contract as of March 29, 2025, would result in a net increase or decrease, respectively, of approximately $230 million in the fair value of these contracts.
As of March 30, 2024, we have multiple fixed to fixed cross-currency swap agreements with aggregate notional amounts of $2.5 billion to hedge our net investment in CHF denominated subsidiaries against future volatility in the exchange rates between the United States dollar and CHF.
As of March 29, 2025, we have multiple fixed to fixed cross-currency swap agreements with aggregate notional amounts of $3.5 billion to hedge our net investment in CHF denominated subsidiaries against future volatility in the exchange rates between the United States dollar and CHF.
Based on the net investment hedges outstanding as of March 30, 2024, a 10% appreciation or devaluation of the United States dollar compared to the level of foreign currency exchange rates for currencies under contract as of March 30, 2024, would result in a net increase or decrease, respectively, of approximately $32 million in the fair value of these contracts.
Based on all foreign currency exchange contracts outstanding as of March 29, 2025, a 10% appreciation or devaluation of the United States dollar compared to the level of foreign currency exchange rates for currencies under contract as of March 29, 2025, would result in a net increase or decrease, respectively, of approximately $5 million in the fair value of these contracts.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to certain market risks during the normal course of our business, such as credit risk, risk arising from fluctuations in foreign currency exchange rates, as well as fluctuations in interest rates. In order to manage these risks, we employ certain strategies to mitigate the effect of these fluctuations.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to certain market risks during the normal course of our business, such as risk arising from fluctuations in foreign currency exchange rates, as well as fluctuations in interest rates.
These contracts have maturity dates between May 2028 and August 2030. As of March 30, 2024, we have multiple fixed to fixed cross-currency swap agreements with aggregate notional amounts of $350 million to hedge our net investment in Euro denominated subsidiaries against future volatility in the exchange rates between the United States dollar and Euro.
These contracts have maturity dates between July 2025 and October 2030. As of March 29, 2025, we have multiple fixed to fixed cross-currency swap agreements with aggregate notional amounts of $2.364 billion to hedge our net investment in Euro denominated subsidiaries against future volatility in the exchange rates between the United States dollar and Euro.
At March 30, 2024, we had $764 61 Table of Contents million borrowings outstanding under our 2022 Credit Facility, $485 million, outstanding, net of debt issuance costs, under our Versace Term Loan and no borrowings outstanding under all other Credit Facilities, as further described in Note 12 to the accompanying consolidated financial statements.
At March 29, 2025, we had $755 million borrowings outstanding under our 2022 Credit Facility, $706 million, outstanding, net of 63 Table of Contents debt issuance costs, under our 2025 Term Loans and no borrowings outstanding under all other Credit Facilities, as further described in Note 12 to the accompanying consolidated financial statements.
At April 1, 2023, we had $874 million borrowings outstanding under our 2022 Credit Facility, $487 million outstanding, net of debt issuance costs, under our Versace Term Loan and no borrowings outstanding under all other Credit Facilities.
At March 30, 2024, we had $764 million borrowings outstanding under our 2022 Credit Facility, $485 million, outstanding, net of debt issuance costs, under our Versace Term Loan and no borrowings outstanding under all other Credit Facilities.
These contracts have maturity dates between January 2027 and April 2027. Interest Rate Risk We are exposed to interest rate risk in relation to borrowings outstanding under our 2022 Credit Facility, our Versace Term Loan, our Hong Kong Credit Facility, our China Credit Facility, our Japan Credit Facility and our Uncommitted Versace Credit Facilities.
These contracts have maturity dates between January 2027 and July 2031. Interest Rate Risk We are exposed to interest rate risk related to borrowings outstanding under our 2022 Credit Facility, USD Term Loans and EUR Term Loans.
Removed
There were no forward foreign currency exchange contracts outstanding as of March 30, 2024, we are not providing a sensitivity analysis. Net Investment Hedges We are exposed to adverse foreign currency exchange rate movements related to our net investment hedges.
Added
We perform a sensitivity analysis on our forward currency contracts to determine the effects of fluctuations in foreign currency exchange rates. For this sensitivity analysis, we assume a hypothetical change in the United States dollar against foreign exchange rates.
Removed
These contracts have maturity dates between September 2024 and June 2028. As of March 30, 2024, we have multiple float-to-float cross-currency swap agreements with aggregate notional amounts of $1 billion to hedge our net investment in Euro denominated subsidiaries against future volatility in the exchange rates between the United States dollar and Euro.
Added
Net Investment Hedges We also use cross currency swap agreements to hedge our net investments in foreign operations against future volatility in the exchange rates between different currencies. We are exposed to risks related to foreign currency exchange rate movements on our net investments in foreign operations due to the volatility in the exchange rates between different functional currencies.
Removed
We 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%.
Removed
Credit Risk As of March 30, 2024, our $450 million Senior Notes, due in November 2024, bear interest at a fixed rate equal to 4.250% per year, payable semi-annually.
Removed
Our Senior Notes interest rate payable may be subject to adjustments from time to time if either Moody’s or S&P (or a substitute rating agency), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Senior Notes.

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