CAPRI HOLDINGS LTD, 10-Q filed on 11/5/2020
Quarterly Report
v3.20.2
Cover Page - shares
6 Months Ended
Sep. 26, 2020
Oct. 28, 2020
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 26, 2020  
Document Transition Report false  
Entity File Number 001-35368  
Entity Registrant Name CAPRI HOLDINGS LTD  
Entity Incorporation, State or Country Code D8  
Entity Address, Address Line One 33 Kingsway  
Entity Address, City or Town London  
Entity Address, Country GB  
Entity Address, Postal Zip Code WC2B 6UF  
Country Region 44  
City Area Code 207  
Local Phone Number 632 8600  
Title of 12(b) Security Ordinary Shares, no par value  
Trading Symbol CPRI  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   150,647,293
Amendment Flag false  
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus Q2  
Entity Central Index Key 0001530721  
Current Fiscal Year End Date --03-27  
v3.20.2
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Sep. 26, 2020
Mar. 28, 2020
Current assets    
Cash and cash equivalents $ 238 $ 592
Receivables, net 344 308
Inventories, net 930 827
Prepaid expenses and other current assets 122 167
Total current assets 1,634 1,894
Property and equipment, net 530 561
Operating lease right-of-use assets 1,677 1,625
Intangible assets, net 2,024 1,986
Goodwill 1,539 1,488
Deferred tax assets 226 225
Other assets 173 167
Total assets 7,803 7,946
Current liabilities    
Accounts payable 558 428
Accrued payroll and payroll related expenses 92 93
Accrued income taxes 39 42
Short-term operating lease liabilities 439 430
Short-term debt 200 167
Accrued expenses and other current liabilities 253 241
Total current liabilities 1,581 1,401
Long-term operating lease liabilities 1,772 1,758
Deferred tax liabilities 483 465
Long-term debt 1,581 2,012
Other long-term liabilities 187 142
Total liabilities 5,604 5,778
Commitments and contingencies
Shareholders’ equity    
Ordinary shares, no par value; 650,000,000 shares authorized; 218,563,307 shares issued and 150,621,274 outstanding at September 26, 2020; 217,320,010 shares issued and 149,425,612 outstanding at March 28, 2020 0 0
Treasury shares, at cost (67,942,033 shares at September 26, 2020 and 67,894,398 shares at March 28, 2020) (3,326) (3,325)
Additional paid-in capital 1,126 1,085
Accumulated other comprehensive income 125 75
Retained earnings 4,274 4,332
Total shareholders’ equity of Capri 2,199 2,167
Noncontrolling interest 0 1
Total shareholders’ equity 2,199 2,168
Total liabilities and shareholders’ equity $ 7,803 $ 7,946
v3.20.2
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 26, 2020
Mar. 28, 2020
Shareholders’ equity    
Ordinary shares, par value (in dollars per share) $ 0 $ 0
Ordinary shares, shares authorized (in shares) 650,000,000 650,000,000
Ordinary shares, shares issued (in shares) 218,563,307 217,320,010
Ordinary shares, shares outstanding (in shares) 150,621,274 149,425,612
Treasury shares (in shares) 67,942,033 67,894,398
v3.20.2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Sep. 26, 2020
Sep. 28, 2019
Sep. 26, 2020
Sep. 28, 2019
Income Statement [Abstract]        
Total revenue $ 1,110 $ 1,442 $ 1,561 $ 2,788
Cost of goods sold 400 568 549 1,080
Gross profit 710 874 1,012 1,708
Selling, general and administrative expenses 474 623 876 1,221
Depreciation and amortization 54 65 108 125
Impairment of assets 20 104 20 201
Restructuring and other charges 9 7 17 22
Total operating expenses 557 799 1,021 1,569
Income (loss) from operations 153 75 (9) 139
Other income, net 0 (1) (1) (3)
Interest expense, net 12 3 29 16
Foreign currency loss (gain) 0 4 (3) 6
Income (loss) before provision for income taxes 141 69 (34) 120
Provision for (benefit from) income taxes 20 (4) 25 2
Net income (loss) 121 73 (59) 118
Less: Net loss attributable to noncontrolling interest (1) 0 (1) 0
Net income (loss) $ 122 $ 73 $ (58) $ 118
Weighted average ordinary shares outstanding:        
Basic (in shares) 150,492,275 151,602,502 150,024,293 151,326,037
Diluted (in shares) 151,677,242 152,576,283 150,024,293 152,455,218
Net income (loss) per ordinary share attributable to Capri:        
Basic (in dollars per share) $ 0.81 $ 0.48 $ (0.39) $ 0.78
Diluted (in dollars per share) $ 0.81 $ 0.47 $ (0.39) $ 0.77
Statements of Comprehensive Income (Loss):        
Net (loss) income $ 121 $ 73 $ (59) $ 118
Foreign currency translation adjustments 56 (13) 53 (38)
Net (loss) income on derivatives (2) 3 (3) 1
Comprehensive income (loss) 175 63 (9) 81
Less: Net loss attributable to noncontrolling interest (1) 0 (1) 0
Comprehensive income (loss) attributable to Capri $ 176 $ 63 $ (8) $ 81
v3.20.2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Adoption of accounting standards (See Note 2)
Adjusted balance
Ordinary Shares
Ordinary Shares
Adjusted balance
Additional Paid-in Capital
Additional Paid-in Capital
Adjusted balance
Treasury Shares
Treasury Shares
Adjusted balance
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss)
Adjusted balance
Retained Earnings
Retained Earnings
Adoption of accounting standards (See Note 2)
Retained Earnings
Adjusted balance
Total Equity of Capri
Total Equity of Capri
Adoption of accounting standards (See Note 2)
Total Equity of Capri
Adjusted balance
Non-controlling Interests
Non-controlling Interests
Adjusted balance
Beginning balance (in shares) at Mar. 30, 2019       216,051,000                              
Beginning balance at Mar. 30, 2019 $ 2,432,000 $ (152,000) $ 2,280,000 $ 0 $ 0 $ 1,011,000 $ 1,011,000 $ (3,223,000) $ (3,223,000) $ (66,000) $ (66,000) $ 4,707,000 $ (152,000) $ 4,555,000 $ 2,429,000 $ (152,000) $ 2,277,000 $ 3,000 $ 3,000
Beginning balance, treasury (in shares) at Mar. 30, 2019               (65,119,000)                      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                                      
Net income (loss) 118,000                     118,000     118,000     0  
Other comprehensive income (loss) (37,000)                 (37,000)         (37,000)     0  
Comprehensive income (loss) 81,000                           81,000     0  
Vesting of restricted awards, net of forfeitures (in shares)       764,000                              
Vesting of restricted awards, net of forfeitures 0                                    
Share based compensation expense 49,000         49,000                 49,000        
Purchase of treasury shares (in shares)               (63,000)                      
Purchase of treasury shares (2,000)             $ (2,000)             (2,000)        
Ending balance (in shares) at Sep. 28, 2019       216,815,000                              
Ending balance at Sep. 28, 2019 2,408,000     $ 0   1,060,000   $ (3,225,000)   (103,000)   4,673,000     2,405,000     3,000  
Ending balance, treasury (in shares) at Sep. 28, 2019               (65,182,000)                      
Beginning balance (in shares) at Jun. 29, 2019       216,742,000                              
Beginning balance at Jun. 29, 2019 2,324,000     $ 0   1,039,000   $ (3,225,000)   (93,000)   4,600,000     2,321,000     3,000  
Beginning balance, treasury (in shares) at Jun. 29, 2019               (65,177,000)                      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                                      
Net income (loss) 73,000                     73,000     73,000     0  
Other comprehensive income (loss) (10,000)                 (10,000)         (10,000)     0  
Comprehensive income (loss) 63,000                           63,000     0  
Vesting of restricted awards, net of forfeitures (in shares)       73,000                              
Vesting of restricted awards, net of forfeitures 0                                    
Share based compensation expense 21,000         21,000                 21,000        
Purchase of treasury shares (in shares)               (5,000)                      
Purchase of treasury shares 0                                    
Ending balance (in shares) at Sep. 28, 2019       216,815,000                              
Ending balance at Sep. 28, 2019 $ 2,408,000     $ 0   1,060,000   $ (3,225,000)   (103,000)   4,673,000     2,405,000     3,000  
Ending balance, treasury (in shares) at Sep. 28, 2019               (65,182,000)                      
Beginning balance (in shares) at Mar. 28, 2020 217,320,010     217,320,000                              
Beginning balance at Mar. 28, 2020 $ 2,168,000     $ 0   1,085,000   $ (3,325,000)   75,000   4,332,000     2,167,000     1,000  
Beginning balance, treasury (in shares) at Mar. 28, 2020 (67,894,398)             (67,894,000)                      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                                      
Net income (loss) $ (59,000)                     (58,000)     (58,000)     (1,000)  
Other comprehensive income (loss) 50,000                 50,000         50,000     0  
Comprehensive income (loss) (9,000)                           (8,000)     (1,000)  
Vesting of restricted awards, net of forfeitures (in shares)       996,000                              
Vesting of restricted awards, net of forfeitures 0                                    
Exercise of employee share options (in shares)       247,000                              
Exercise of employee share options 0                                    
Share based compensation expense 41,000         41,000                 41,000        
Purchase of treasury shares (in shares)               (48,000)                      
Purchase of treasury shares $ (1,000)             $ (1,000)             (1,000)        
Ending balance (in shares) at Sep. 26, 2020 218,563,307     218,563,000                              
Ending balance at Sep. 26, 2020 $ 2,199,000     $ 0   1,126,000   $ (3,326,000)   125,000   4,274,000     2,199,000     0  
Ending balance, treasury (in shares) at Sep. 26, 2020 (67,942,033)             (67,942,000)                      
Beginning balance (in shares) at Jun. 27, 2020       218,273,000                              
Beginning balance at Jun. 27, 2020 $ 2,007,000     $ 0   1,109,000   $ (3,326,000)   71,000   4,152,000     2,006,000     1,000  
Beginning balance, treasury (in shares) at Jun. 27, 2020               (67,932,000)                      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                                      
Net income (loss) 121,000                     122,000     122,000     (1,000)  
Other comprehensive income (loss) 54,000                 54,000         54,000     0  
Comprehensive income (loss) 175,000                           176,000     (1,000)  
Vesting of restricted awards, net of forfeitures (in shares)       43,000                              
Vesting of restricted awards, net of forfeitures 0                                    
Exercise of employee share options (in shares)       247,000                              
Exercise of employee share options 0                                    
Share based compensation expense 17,000         17,000                 17,000        
Purchase of treasury shares $ 0             $ (10)                      
Ending balance (in shares) at Sep. 26, 2020 218,563,307     218,563,000                              
Ending balance at Sep. 26, 2020 $ 2,199,000     $ 0   $ 1,126,000   $ (3,326,000)   $ 125,000   $ 4,274,000     $ 2,199,000     $ 0  
Ending balance, treasury (in shares) at Sep. 26, 2020 (67,942,033)             (67,942,000)                      
v3.20.2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical)
3 Months Ended
Jun. 29, 2019
Statement of Stockholders' Equity [Abstract]  
Accounting Standards Update [Extensible List] us-gaap:AccountingStandardsUpdate201602Member
v3.20.2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
6 Months Ended
Sep. 26, 2020
Sep. 28, 2019
Cash flows from operating activities    
Net (loss) income $ (59) $ 118
Adjustments to reconcile net (loss) income to net cash provided by operating activities:    
Depreciation and amortization 108 125
Share based compensation expense 41 49
Deferred income taxes 15 (8)
Impairment of assets 22 201
Changes to lease related balances, net (58) (26)
Tax deficit on exercise of share options 5 2
Amortization of deferred financing costs 2 3
Foreign currency (gains) losses (3) 6
Other non-cash charges (2) 0
Change in assets and liabilities:    
Receivables, net (29) 8
Inventories, net (73) (141)
Prepaid expenses and other current assets 49 (86)
Accounts payable 115 32
Accrued expenses and other current liabilities 3 (52)
Other long-term assets and liabilities 1 12
Net cash provided by operating activities 137 243
Cash flows from investing activities    
Capital expenditures (59) (105)
Cash paid for asset acquisitions (12) (1)
Settlement of net investment hedges 0 31
Net cash used in investing activities (71) (75)
Cash flows from financing activities    
Debt borrowings 955 1,325
Debt repayments (1,371) (1,480)
Debt issuance costs (4) 0
Purchase of treasury shares (1) (2)
Net cash used in financing activities (421) (157)
Effect of exchange rate changes on cash and cash equivalents 1 (4)
Net (decrease) increase in cash and cash equivalents (354) 7
Beginning of period 592 172
End of period 238 179
Supplemental disclosures of cash flow information    
Cash paid for interest 28 45
Net cash (received) paid for income taxes (44) 62
Supplemental disclosure of non-cash investing and financing activities    
Accrued capital expenditures $ 17 $ 27
v3.20.2
Business and Basis of Presentation
6 Months Ended
Sep. 26, 2020
Accounting Policies [Abstract]  
Business and Basis of Presentation Business and Basis of Presentation
The Company was incorporated in the British Virgin Islands (“BVI”) on December 13, 2002 as Michael Kors Holdings Limited and changed its name to Capri Holdings Limited (“Capri,” and together with its subsidiaries, the “Company”) on December 31, 2018. The Company is a holding company that owns brands that are leading designers, marketers, distributors and retailers of branded women’s and men’s accessories, apparel and footwear bearing the Versace, Jimmy Choo and Michael Kors tradenames and related trademarks and logos. The Company operates in three reportable segments: Versace, Jimmy Choo and Michael Kors. See Note 16 for additional information.
The interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned or controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The interim consolidated financial statements as of September 26, 2020 and for the three and six months ended September 26, 2020 and September 28, 2019 are unaudited. The Company consolidates the results of its Versace business on a one-month lag, as consisent with prior periods. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The interim consolidated financial statements reflect all normal and recurring adjustments, which are, in the opinion of management, necessary for a fair presentation in conformity with U.S. GAAP. The interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended March 28, 2020, as filed with the Securities and Exchange Commission on July 8, 2020, in the Company’s Annual Report on Form 10-K. The results of operations for the interim periods should not be considered indicative of results to be expected for the full fiscal year.
The Company utilizes a 52 to 53 week fiscal year and the term “Fiscal Year” or “Fiscal” refers to that 52-week or 53-week period. The results for the three and six months ended September 26, 2020 and September 28, 2019 are based on 13-week and 26-week periods, respectively. The Company’s Fiscal Year 2021 will be a 52-week period ending March 27, 2021.
v3.20.2
Summary of Significant Accounting Policies
6 Months Ended
Sep. 26, 2020
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to use judgment and make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. The most significant assumptions and estimates involved in preparing the financial statements include allowances for customer deductions, sales returns, sales discounts and credit losses, estimates of inventory net realizable value, the valuation of share-based compensation, the valuation of deferred taxes and the valuation of goodwill, intangible assets and property and equipment, along with the estimated useful lives assigned to these assets. Actual results could differ from those estimates.
Seasonality
The Company experiences certain effects of seasonality with respect to its business. The Company generally experiences greater sales during its third fiscal quarter, primarily driven by holiday season sales, and the lowest sales during its first fiscal quarter.
Inventories, net
Inventories mainly consist of finished goods with the exception of raw materials and work in process inventory. The combined total of raw materials and work in process inventory recorded on the Company's consolidated balance sheets was $22 million and $27 million, respectively, as of September 26, 2020 and March 28, 2020.
The net realizable value of the Company's inventory as of September 26, 2020 and March 28, 2020 includes the expected adverse impacts of the COVID-19 pandemic. This includes the impact from temporary retail store closures, wholesale customer store closures, reductions in retail store traffic, a decline in international tourism and a decrease in consumer consumption.
Derivative Financial Instruments
Forward Foreign Currency Exchange Contracts
The Company uses forward foreign currency exchange contracts to manage its exposure to fluctuations in foreign currency for certain transactions. The Company, in its normal course of business, enters into transactions with foreign suppliers and seeks to minimize risks related to these transactions. The Company employs these contracts to hedge the Company’s 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 the Company’s derivative instruments are recorded in the Company’s consolidated balance sheets at fair value on a gross basis, regardless of their hedge designation.
The Company designates certain contracts related to the purchase of inventory that qualify for hedge accounting as cash flow hedges. Formal hedge documentation is prepared for all derivative instruments designated as hedges, including a description of the hedged 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 (loss) until the hedged item affects earnings. When the inventory related to forecasted inventory purchases that are being hedged is sold to a third party, the gains or losses deferred in accumulated other comprehensive income (loss) are recognized within cost of goods sold. The Company uses regression analysis to assess effectiveness of derivative instruments that are designated as hedges, which compares the change in the fair value of the derivative instrument to the change in the related hedged item. If the hedge is no longer expected to be highly effective in the future, future changes in the fair value are recognized in earnings. For those contracts that are not designated as hedges, changes in the fair value are recorded to foreign currency loss (gain) in the Company’s consolidated statements of operations and comprehensive income (loss). The Company classifies cash flows relating to its forward foreign currency exchange contracts related to the purchase of inventory consistently with the classification of the hedged item, within cash flows from operating activities.
The Company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. In order to mitigate counterparty credit risk, the Company only enters into contracts with carefully selected financial institutions based upon their credit ratings and certain other financial factors, adhering to established limits for credit exposure. The aforementioned forward contracts generally have a term of no more than 12 months. The period of these contracts is directly related to the foreign transaction they are intended to hedge.
Net Investment Hedges
The Company also uses fixed-to-fixed cross currency swap agreements to hedge its net investments in foreign operations against future volatility in the exchange rates between its U.S. Dollars and these foreign currencies. The Company has elected the spot method of designating these contracts under ASU 2017-12 and has designated these contracts as net investment hedges. The net gain or (loss) on the net investment hedge is reported within foreign currency translation gains and losses (“CTA”), as a component of accumulated other comprehensive income (loss) on the Company’s consolidated balance sheets. Interest accruals and coupon payments are recognized directly in interest expense in the Company’s statement of operations and comprehensive income (loss). Upon discontinuation of a hedge, all previously recognized amounts remain in CTA until the net investment is sold, diluted or liquidated.
Interest Rate Swap Agreements
The Company also uses interest rate swap agreements to hedge the variability of its cash flows resulting from floating interest rates on the Company's borrowings. When an interest rate swap agreement qualifies for hedge accounting as a cash flow hedge, the changes in the fair value are recorded in equity as a component of accumulated other comprehensive income (loss) and are reclassified into interest expense in the same period during which the hedged transactions affect earnings.
Leases

On March 31, 2019, the Company adopted ASU 2016-02, “Leases (Topic 842),” which requires lessees to recognize a lease liability and a right-of-use asset on the balance sheet for all leases, except certain short-term leases. The Company adopted the new standard recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without restating the comparative prior year periods.
The Company leases retail stores, office space and warehouse space under operating lease agreements that expire at various dates through September 2043. The Company’s leases generally have terms of up to 10 years, generally require a fixed annual rent and may require the payment of additional rent if store sales exceed a negotiated amount. Although most of the Company’s equipment is owned, the Company has limited equipment leases that expire on various dates through July 2024. The Company acts as sublessor in certain leasing arrangements, primarily related to closed stores under its restructuring activities, as discussed in Note 8. Fixed sublease payments received are recognized on a straight-line basis over the sublease term. The Company determines the sublease term based on the date it provides possession to the subtenant through the expiration date of the sublease.

The Company recognizes operating lease right-of-use assets and lease liabilities at lease commencement date, based on the present value of fixed lease payments over the expected lease term. The Company uses its incremental borrowing rates to determine the present value of fixed lease payments based on the information available at the lease commencement date, as the rate implicit in the lease is not readily determinable for the Company’s leases. The Company’s incremental borrowing rates are based on the term of the leases, the economic environment of the leases and reflect the expected interest rate it would incur to borrow on a secured basis. Certain leases include one or more renewal options, generally for the same period as the initial term of the lease. The exercise of lease renewal options is generally at the Company’s sole discretion and as such, the Company typically determines that exercise of these renewal options is not reasonably certain. As a result, the Company generally does not include the renewal option period in the expected lease term and the associated lease payments are not included in the measurement of the operating lease right-of-use asset and lease liability. Certain leases also contain termination options with an associated penalty. Generally, the Company is reasonably certain not to exercise these options and as such, they are not included in the determination of the expected lease term. The Company recognizes operating lease expense on a straight-line basis over the lease term.

Leases with an initial lease term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for its short-term leases on a straight-line basis over the lease term.

The Company’s leases generally provide for payments of non-lease components, such as common area maintenance, real estate taxes and other costs associated with the leased property. The Company accounts for lease and non-lease components of its real estate leases together as a single lease component and, as such, includes fixed payments of non-lease components in the measurement of the operating lease right-of-use assets and lease liabilities for its real estate leases. Variable lease payments, such as percentage rentals based on location sales, periodic adjustments for inflation, reimbursement of real estate taxes, any variable common area maintenance and any other variable costs associated with the leased property are expensed as incurred as variable lease costs and are not recorded on the balance sheet. The Company’s lease agreements do not contain any material residual value guarantees or material restrictions or covenants.
The following table presents the Company’s supplemental cash flow information related to leases (in millions):
Six Months EndedSix Months Ended
September 26, 2020September 28, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases$191 
(1)
$244 

(1)Operating cash flows used in operating leases for the six months ended September 26, 2020 exclude $60 million of rent payments that have been deferred due to the COVID-19 pandemic.
During the three and six months ended September 26, 2020, the Company recorded sublease income of $1 million and $3 million, respectively, and $2 million and $3 million, respectively, for the three and six months ended September 28, 2019, within selling, general, and administrative expenses. During the three and six months ended September 26, 2020, the Company recorded $9 million and $24 million, respectively, of rent concessions negotiated in connection with the impact of COVID-19 as if it were contemplated as part of the existing contract, and these concessions are recorded as a reduction to variable lease expense within selling, general and administrative expenses.
Net Income (Loss) per Share
The Company’s basic net income (loss) per ordinary share is calculated by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Diluted net income (loss) per ordinary share reflects the potential dilution that would occur if share option grants or any other potentially dilutive instruments, including restricted shares and restricted share units ("RSUs"), were exercised or converted into ordinary shares. These potentially dilutive securities are included in diluted shares to the extent they are dilutive under the treasury stock method for the applicable periods. Performance-based RSUs are included as diluted shares if the related performance conditions are considered satisfied as of the end of the reporting period and to the extent they are dilutive under the treasury stock method.
The components of the calculation of basic net income (loss) per ordinary share and diluted net income (loss) per ordinary share are as follows (in millions, except share and per share data):
 Three Months EndedSix Months Ended
September 26,
2020
September 28,
2019
September 26,
2020
September 28,
2019
Numerator:
Net income (loss) attributable to Capri$122 $73 $(58)$118 
Denominator:
Basic weighted average shares150,492,275 151,602,502 150,024,293 151,326,037 
Weighted average dilutive share equivalents:
Share options and restricted shares/units, and performance restricted share units
1,184,967 973,781 — 1,129,181 
Diluted weighted average shares151,677,242 152,576,283 150,024,293 152,455,218 
Basic net income (loss) per share (1)
$0.81 $0.48 $(0.39)$0.78 
Diluted net income (loss) per share (1)
$0.81 $0.47 $(0.39)$0.77 

(1)Basic and diluted net income (loss) per share are calculated using unrounded numbers.
During the three and six months ended September 26, 2020, share equivalents of 3,961,838 shares and 4,675,372 shares, respectively, have been excluded from the above calculations due to their anti-dilutive effect. Share equivalents of 5,822,186 shares and 4,098,382 shares, respectively, have been excluded from the above calculations for the three and six months ended September 28, 2019.
Diluted net income (loss) per share attributable to Capri for the six months ended September 26, 2020 excluded all potentially dilutive securities because there was a net loss attributable to Capri for the period and, as such, the inclusion of these securities would have been anti-dilutive.
See Note 2 in the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2020 for a complete disclosure of the Company’s significant accounting policies.
Recently Adopted Accounting Pronouncements
Measurement of Credit Losses on Financial Instruments
On March 29, 2020, the Company adopted ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which amends the guidance on measuring credit losses for certain financial assets measured at amortized cost, including trade receivables. The Financial Accounting Standards Board has subsequently issued several updates to the standard, providing additional guidance on certain topics covered by the standard. This update requires entities to recognize an allowance for credit losses using a forward-looking expected loss impairment model, taking into consideration historical experience, current conditions and supportable forecasts that impact collectibility. The adoption of this update did not have a material impact on the Company's consolidated financial statements.
Implementation Costs Associated with Cloud Computing Arrangements
On March 29, 2020, the Company adopted ASU No. 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract" ("ASU 2018-15"), which provides guidance related to the accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. The adoption of this update did not have a material impact on the Company's consolidated financial statements.
Recently Issued Accounting Pronouncements
The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on our results of operations, financial condition or cash flows based on current information.
v3.20.2
Revenue Recognition
6 Months Ended
Sep. 26, 2020
Revenue from Contract with Customer [Abstract]  
Revenue Recognition Revenue Recognition
The Company accounts for contracts with its customers when there is approval and commitment from both parties, the rights of the parties and payment terms have been identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for goods or services.
The Company sells its products through three primary channels of distribution: retail, wholesale and licensing. Within the retail and wholesale channels, substantially all of the Company’s revenues consist of sales of products that represent a single performance obligation, where control transfers at a point in time to the customer. For licensing arrangements, royalty and advertising revenue is recognized over time based on access provided to the Company’s trademarks.
Retail
The Company generates sales through directly operated stores and e-commerce sites throughout the Americas (U.S., Canada and Latin America), EMEA (Europe, Middle East and Africa) and certain parts of Asia, including Australia.
Gift Cards. The Company sells gift cards that can be redeemed for merchandise, resulting in a contract liability upon issuance. Revenue is recognized when the gift card is redeemed or upon “breakage” for the estimated portion of gift cards that are not expected to be redeemed. “Breakage” revenue is calculated under the proportional redemption methodology, which considers the historical patterns of redemption in jurisdictions where the Company is not required to remit the value of the unredeemed gift cards as unclaimed property. The contract liability related to gift cards, net of estimated “breakage,” of $11 million as of both September 26, 2020 and March 28, 2020, is included within accrued expenses and other current liabilities in the Company’s consolidated balance sheet.
Loyalty Program. The Company offers a loyalty program, which allows its Michael Kors U.S. customers to earn points on qualifying purchases toward monetary and non-monetary rewards, which may be redeemed for purchases at Michael Kors retail stores and e-commerce sites. The Company defers a portion of the initial sales transaction based on the estimated relative fair value of the benefits based on projected timing of future redemptions and historical activity. These amounts include estimated “breakage” for points that are not expected to be redeemed. The contract liability, net of an estimated “breakage,” of $2 million as of both September 26, 2020 and March 28, 2020, is recorded as a reduction to revenue in the consolidated statements of operations and comprehensive income (loss) and within accrued expenses and other current liabilities in the Company’s consolidated balance sheet and is expected to be recognized within the next 12 months.
Wholesale
The Company’s products are sold primarily to major department stores, specialty stores and travel retail shops throughout the Americas, EMEA and Asia. The Company also has arrangements where its products are sold to geographic licensees in certain parts of EMEA, Asia and South America.
Licensing
The Company provides its third-party licensees with the right to access its Versace, Jimmy Choo and Michael Kors trademarks under product and geographic licensing arrangements. Under geographic licensing arrangements, third party licensees receive the right to distribute and sell products bearing the Company’s trademarks in retail and/or wholesale channels within certain geographical areas, including Brazil, the Middle East, Eastern Europe, South Africa, certain parts of Asia and Australia.
The Company recognizes royalty revenue and advertising contributions based on the percentage of sales made by the licensees. Generally, the Company’s guaranteed minimum royalty amounts due from licensees relate to contractual periods that do not exceed 12 months, however, certain guaranteed minimums for Versace are multi-year based. As of September 26, 2020, contractually guaranteed minimum fees from our license agreements expected to be recognized as revenue during future periods were as follows (in millions):
Contractually Guaranteed Minimum Fees
Remainder of Fiscal 2021$12 
Fiscal 202226 
Fiscal 202323 
Fiscal 202420 
Fiscal 202517 
Fiscal 2026 and thereafter81 
 Total
$179 
Sales Returns
The refund liability recorded as of September 26, 2020 and March 28, 2020 was $40 million and $37 million, respectively, and the related asset for the right to recover returned product as of September 26, 2020 and March 28, 2020 was $12 million and $14 million, respectively.
Contract Balances
Total contract liabilities were $14 million and $22 million as of September 26, 2020 and March 28, 2020, respectively. For the three and six months ended September 26, 2020, the Company recognized $2 million and $5 million, respectively, in revenue which related to contract liabilities that existed at March 28, 2020. For the three and six months ended September 28, 2019, the Company recognized $3 million and $17 million, respectively, in revenue which related to contract liabilities that existed at March 30, 2019. There were no material contract assets recorded as of September 26, 2020 and March 28, 2020.
There were no changes in historical variable consideration estimates that were materially different from actual results.
Disaggregation of Revenue
The following table presents the Company’s segment revenue disaggregated by geographic location (in millions):
 Three Months EndedSix Months Ended
 September 26,
2020
September 28,
2019
September 26,
2020
September 28,
2019
Versace revenue - the Americas$60 $48 $75 $92 
Versace revenue - EMEA80 121 107 213 
Versace revenue - Asia55 59 106 130 
 Total Versace
195 228 288 435 
Jimmy Choo revenue - the Americas33 21 39 51 
Jimmy Choo revenue - EMEA46 64 62 143 
Jimmy Choo revenue - Asia43 40 72 89 
Total Jimmy Choo122 125 173 283 
Michael Kors revenue - the Americas494 733 650 1,388 
Michael Kors revenue - EMEA185 224 264 413 
Michael Kors revenue - Asia114 132 186 269 
 Total Michael Kors
793 1,089 1,100 2,070 
Total revenue - the Americas587 802 764 1,531 
Total revenue - EMEA311 409 433 769 
Total revenue - Asia212 231 364 488 
Total revenue$1,110 $1,442 $1,561 $2,788 
See Note 3 in the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2020 for a complete disclosure of the Company’s revenue recognition policy.
v3.20.2
Receivables, net
6 Months Ended
Sep. 26, 2020
Receivables [Abstract]  
Receivables, net Receivables, net
Receivables, net, consist of (in millions):
September 26,
2020
March 28,
2020
Trade receivables (1)
$382 $432 
Receivables due from licensees26 14 
408 446 
Less: allowances(64)(138)
$344 $308 

(1)As of September 26, 2020 and March 28, 2020, $78 million and $80 million, respectively, of trade receivables were insured.
Receivables are presented net of allowances for discounts, markdowns, operational chargebacks and credit losses. Discounts are based on open invoices where trade discounts have been extended to customers. Markdowns are based on wholesale customers’ sales performance, seasonal negotiations with customers, historical deduction trends and an evaluation of current market conditions. Operational chargebacks are based on deductions taken by customers, net of expected recoveries. Such provisions, and related recoveries, are reflected in revenues.
The Company’s allowance for credit losses is determined through analysis of periodic aging of receivables and assessments of collectability based on an evaluation of historic and anticipated trends, the financial condition of the Company’s customers and the impact of general economic conditions. The past due status of a receivable is based on its contractual terms. Amounts deemed uncollectible are written off against the allowance when it is probable the amounts will not be recovered. Allowance for credit losses was $31 million and $39 million as of September 26, 2020 and March 28, 2020, respectively, including the impact related to COVID-19. The Company had a credit loss of $4 million and $(2) million, respectively, for the three and six months ended September 26, 2020. The Company had bad debt expense of $4 million for the six months ended September 28, 2019. The Company had immaterial bad debt expense for the three months ended September 28, 2019.
v3.20.2
Property and Equipment, net
6 Months Ended
Sep. 26, 2020
Property, Plant and Equipment [Abstract]  
Property and Equipment, net Property and Equipment, net
Property and equipment, net, consists of (in millions):
September 26,
2020
March 28,
2020
Leasehold improvements$714 $704 
Computer equipment and software349 329 
Furniture and fixtures340 329 
In-store shops237 236 
Equipment138 136 
Building51 49 
Land20 19 
1,849 1,802 
Less: accumulated depreciation and amortization(1,377)(1,310)
472 492 
Construction-in-progress58 69 
$530 $561 
Depreciation and amortization of property and equipment for the three months ended September 26, 2020 and September 28, 2019 was $41 million and $52 million, respectively, and was $84 million and $99 million, respectively, for the six months ended September 26, 2020 and September 28, 2019. During the three and six months ended September 26, 2020, the Company recorded $2 million in property and equipment impairment charges. During the three and six months ended September 28, 2019, the Company recorded property and equipment impairment charges of $10 million and $23 million, respectively, primarily related to Jimmy Choo and Versace store locations and determining asset groups for the Company's premier store locations at an individual store level, respectively (see Note 11 for additional information).
v3.20.2
Intangible Assets and Goodwill
6 Months Ended
Sep. 26, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets and Goodwill Intangible Assets and Goodwill
The following table details the carrying values of the Company’s intangible assets and goodwill (in millions):
 September 26,
2020
March 28,
2020
Definite-lived intangible assets:
Reacquired Rights $400 $400 
Trademarks23 23 
Customer Relationships418 404 
Total definite-lived intangible assets841 827 
Less: accumulated amortization(157)(132)
Net definite-lived intangible assets684 695 
Indefinite-lived intangible assets:
Jimmy Choo brand (1)
376 367 
Versace brand (2)
964 924 
1,340 1,291 
Total intangible assets, excluding goodwill$2,024 $1,986 
Goodwill (3)
$1,539 $1,488 

(1)Includes accumulated impairment of $180 million recorded during the fourth quarter of Fiscal 2020. The change in the carrying value since March 28, 2020 reflects the impact of foreign currency translation.
(2)The change in the carrying value since March 28, 2020 reflects the impact of foreign currency translation.
(3)Includes accumulated impairment of $171 million related to the Jimmy Choo retail and licensing reporting units recorded during the fourth quarter of Fiscal 2020. The change in the carrying value since March 28, 2020 reflects the impact of foreign currency translation.
Amortization expense for the Company’s definite-lived intangible assets for the three months ended September 26, 2020 and September 28, 2019 was $12 million and $13 million, respectively, and was $23 million and $26 million for the six months ended September 26, 2020 and September 28, 2019, respectively.
v3.20.2
Current Assets and Current Liabilities
6 Months Ended
Sep. 26, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Current Assets and Current Liabilities Current Assets and Current Liabilities
Prepaid expenses and other current assets consist of the following (in millions):
September 26,
2020
March 28,
2020
Prepaid taxes$62 $116 
Prepaid contracts13 17 
Other accounts receivables10 
Other39 24 
$122 $167 
Accrued expenses and other current liabilities consist of the following (in millions):
September 26,
2020
March 28,
2020
Other taxes payable$50 $38 
Return liabilities40 37 
Accrued rent (1)
19 10 
Accrued capital expenditures17 31 
Accrued litigation12 10 
Gift cards and retail store credits11 11 
Professional services11 10 
Accrued advertising and marketing
Restructuring liability
Other79 76 
$253 $241 

(1)The accrued rent balance relates to variable lease payments.
v3.20.2
Restructuring and Other Charges
6 Months Ended
Sep. 26, 2020
Restructuring and Related Activities [Abstract]  
Restructuring and Other Charges Restructuring and Other Charges
Capri Retail Store Optimization Program
As previously announced, the Company intends to close approximately 170 of its retail stores over the next two fiscal years (Fiscal 2021 and Fiscal 2022) in connection with its Capri Retail Store Optimization Program in order to improve the profitability of its retail store fleet. In addition, the Company expects to incur approximately $75 million of one-time costs related to this program, including lease termination and other store closure costs, the majority of which are expected to result in future cash expenditures.
During the six months ended September 26, 2020, the Company closed 48 of its retail stores which have been incorporated into the Capri Retail Store Optimization Program. Net restructuring charges recorded in connection with the Capri Retail Store Optimization Program during the three and six months ended September 26, 2020 were $2 million and $5 million, respectively. The below table presents a roll forward of the Company's restructuring liability related to its Capri Retail Store Optimization Program (in millions):
Severance and benefit costsLease-related and other costsTotal
Balance at March 28, 2020$— $— $— 
Additions charged to expense(1)
Payments(1)(8)(9)
Other— 
Balance at September 26, 2020$— $$

(1)Excludes a net credit of $3 million related to lease termination gains of previously impaired operating lease right-of-use assets partially offset by additional impairments on the stores closing under our Capri Retail Store Optimization Program during the six months ended September 26, 2020.
Michael Kors Retail Fleet Optimization Plan
During the six months ended September 28, 2019, the Company incurred charges of $1 million relating to the Michael Kors Retail Fleet Optimization Plan, which was completed during the fourth quarter of Fiscal 2020.
Other Restructuring Charges
In addition to the restructuring charges related to the Michael Kors Retail Fleet Optimization Plan, the Company incurred charges of $1 million during the three and six months ended September 28, 2019 related to the Company's intent to exit certain of its agreements in the EMEA region. During the six months ended September 28, 2019, the Company also incurred charges of $2 million relating to Jimmy Choo lease-related charges.
Other Costs
During the three and six months ended September 26, 2020, the Company recorded costs of $7 million and $12 million, respectively, primarily related to equity awards associated with the acquisition of Versace.
During the three months ended September 28, 2019, the Company recorded costs of $6 million, primarily related to equity awards associated with the acquisition of Versace. During the six months ended September 28, 2019, the Company recorded costs of $18 million, which included $13 million, primarily related to equity awards associated with the acquisition of Versace, and $5 million, primarily related to equity awards associated with the acquisition of Jimmy Choo.
v3.20.2
Debt Obligations
6 Months Ended
Sep. 26, 2020
Debt Disclosure [Abstract]  
Debt Obligations Debt Obligations
The following table presents the Company’s debt obligations (in millions):
September 26,
2020
March 28,
2020
Term Loan$991 $1,015 
Revolving Credit Facilities345 720 
4.000% Senior Notes due 2024
450 450 
Other
Total debt 1,790 2,188 
Less: Unamortized debt issuance costs
Less: Unamortized discount on long-term debt
Total carrying value of debt1,781 2,179 
Less: Short-term debt200 167 
Total long-term debt
$1,581 $2,012 
Senior Secured Revolving Credit Facility
On June 25, 2020, the Company entered into the second amendment (the “Second Amendment”) to its third amended and restated credit facility, dated as of November 15, 2018 (the “2018 Credit Facility”), with, among others, JPMorgan Chase Bank, N.A., as administrative agent. Pursuant to the Second Amendment, the obligations under the 2018 Credit Facility are secured by liens on substantially all of the assets of the Company and its U.S. subsidiaries that are borrowers and guarantors, subject to certain exceptions, and substantially all of the registered intellectual property of the Company and its subsidiaries. This requirement for collateral will fall away if the Company achieves an investment grade ratings requirement for two consecutive full fiscal quarters. The Amendment adds a restriction on the disposition of assets and a requirement to prepay the term loans with certain net cash proceeds of non-ordinary course asset sales, subject to certain exceptions and a reinvestment option with respect to up to $100 million of net cash proceeds in the aggregate.
Pursuant to the Second Amendment, the financial covenant in the Company's 2018 Credit Facility requiring it to maintain a ratio of the sum of total indebtedness plus the capitalized amount of all operating lease obligations for the last four fiscal quarters to Consolidated EBITDAR of no greater than 3.75 to 1.0 has been waived through the fiscal quarter ending June 26, 2021. When this financial covenant is reinstated, the applicable ratio will be calculated net of the Company's unrestricted cash and cash equivalents in excess of $100 million and shall exclude up to $150 million of supply chain financings, and the maximum permitted net leverage ratio will be 4.00 to 1.0. In addition, until March 31, 2021, the material adverse change representation required to be made in connection with revolving borrowings and the issuance or amendment of letters of credit will be modified to disregard certain COVID-19 pandemic-related impacts to the business, results of operations or financial condition of the Company and its subsidiaries, taken as a whole. The Second Amendment also requires the Company, during the period from June 25, 2020 until it delivers its financial statements with respect to the fiscal quarter ending June 26, 2021, to
maintain at all times unrestricted cash and cash equivalents plus the aggregate undrawn amounts under the revolving facilities under the 2018 Credit Facility of not less than $300 million, increasing to $400 million on October 1, 2020 and $500 million on December 1, 2020.
The 2018 Credit Facility and the Indenture governing the Company's senior notes contain certain restrictive covenants that impose operating and financial restrictions on the Company, and the Second Amendment imposes incremental restrictions on certain of these covenants during the covenant relief period provided under the 2018 Credit Facility, including restrictions on its 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 its assets.
In addition, the Second Amendment adds a new $230 million revolving line of credit that matures on June 24, 2021 (the “364 Day Facility”). The terms of the 364 Day Facility are substantially similar to the terms of the existing revolving facility under the 2018 Credit Facility except that (i) no letters of credit or swingline loans are provided and (ii) for loans subject to Adjusted LIBOR, the applicable margin is 225 basis points per annum, for loans subject to the base rate the applicable margin is 125 basis points per annum and the commitment fee is 35 basis points per annum. In addition, while the 364 Day Facility is outstanding, (i) if the Company incurs any incremental indebtedness under the 2018 Credit Facility or certain permitted indebtedness in lieu of such incremental indebtedness, the 364 Day Facility will be reduced on a dollar for dollar basis and the Company will be required to make corresponding prepayments and (ii) the Company will be required to prepay amounts outstanding under the 364 Day Facility on a weekly basis to the extent that cash and cash equivalents of the Company and its subsidiaries exceed $200 million.
The Second Amendment also permits certain working capital facilities between the Company or any of its subsidiaries with a lender or an affiliate of a lender under the 2018 Credit Facility to be guaranteed under the 2018 Credit Facility guarantees and certain supply chain financings with, and up to $50 million outstanding principal amount of bilateral letters of credit and bilateral bank guarantees issued by a lender or an affiliate of a lender to be guaranteed and secured under the 2018 Credit Facility guarantees and collateral documents.
As of September 26, 2020, and the date these financial statements were issued, the Company was in compliance with all covenants related to the 2018 Credit Facility as amended by the Second Amendment.
As of September 26, 2020 and March 28, 2020, the Company had borrowings of $274 million and $681 million, respectively, outstanding under the 2018 Revolving Credit Facility, which were recorded within long-term debt in its consolidated balance sheets. In addition, stand-by letters of credit of $22 million were outstanding as of September 26, 2020. At September 26, 2020, the amount available for future borrowings under the 2018 Revolving Credit Facility and the 364 Day Facility were $704 million and $230 million, respectively.
As of September 26, 2020 and March 28, 2020, the carrying value of borrowings outstanding under the 2018 Term Loan Facility was $985 million and $1.010 billion, respectively, of which $128 million was recorded within short-term debt for both periods and $857 million and $882 million, respectively, was recorded within long-term debt in its consolidated balance sheets.
See Note 12 to the Company’s Fiscal 2020 Annual Report on Form 10-K for additional information regarding the Company’s credit facilities and debt obligations.
v3.20.2
Commitments and Contingencies
6 Months Ended
Sep. 26, 2020
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
In the ordinary course of business, the Company is party to various legal proceedings and claims. Although the outcome of such claims cannot be determined with certainty, the Company’s management does not believe that the outcome of all pending legal proceedings in the aggregate will have a material adverse effect on its cash flow, results of operations or financial position.
Please refer to the Contractual Obligations and Commercial Commitments disclosure within the Liquidity section of the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2020 for a detailed disclosure of other commitments and contractual obligations as of March 28, 2020.
v3.20.2
Fair Value Measurements
6 Months Ended
Sep. 26, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Financial assets and liabilities are measured at fair value using the three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in the valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally derived (unobservable). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs based on a company’s own assumptions about market participant assumptions based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that a company has the ability to access at the measurement date.
Level 2 – Valuations based on quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data.
Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

At September 26, 2020 and March 28, 2020, the fair values of the Company’s forward foreign currency exchange contracts, interest rate swaps and net investment hedges were determined using broker quotations, which were calculations derived from observable market information: the applicable currency rates at the balance sheet date and those forward rates particular to the contract at inception. The Company makes no adjustments to these broker obtained quotes or prices, but assesses the credit risk of the counterparty and would adjust the provided valuations for counterparty credit risk when appropriate. The fair values of the forward contracts are included in prepaid expenses and other current assets, and in accrued expenses and other current liabilities in the consolidated balance sheets, depending on whether they represent assets or liabilities to the Company. The fair values of net investment hedges and interest rate swaps are included in other assets, and in other long-term liabilities in the consolidated balance sheets, depending on whether they represent assets or liabilities to the Company. See Note 12 for detail.
All contracts are measured and recorded at fair value on a recurring basis and are categorized in Level 2 of the fair value hierarchy, as shown in the following table (in millions):
 
Fair value at September 26, 2020 using:
Fair value at March 28, 2020 using:
 Quoted prices in
active markets for
identical assets
(Level 1)
Significant
other observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
Quoted prices in
active markets for
identical assets
(Level 1)
Significant
other observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
Derivative assets:
Forward foreign currency exchange contracts
$— $$— $— $$— 
Net investment hedges— — — — 
Total derivative assets$— $$— $— $$— 
Derivative liabilities:
Forward foreign currency exchange contracts
$— $$— $— $— $— 
Net investment hedges— 42 — — — — 
Interest rate swaps— — — — — 
Total derivative liabilities$— $46 $— $— $— $— 
The Company’s long-term debt obligations are recorded in its consolidated balance sheets at carrying values, which may differ from the related fair values. The fair value of the Company’s long-term debt is estimated using external pricing data, including any available quoted market prices and based on other debt instruments with similar characteristics. Borrowings under revolving credit agreements, if outstanding, are recorded at carrying value, which approximates fair value due to the frequency nature of such borrowings and repayments. See Note 9 for detailed information relating to carrying values of the Company’s outstanding debt. The following table summarizes the carrying values and estimated fair values of the Company’s short- and long-term debt, based on Level 2 measurements (in millions):
September 26, 2020March 28, 2020
Carrying
Value
Estimated
Fair Value
Carrying
Value
Estimated
Fair Value
4.000% Senior Notes
$447 $437 $446 $443 
Term Loan$985 $985 $1,010 $957 
Revolving Credit Facilities$346 $346 $720 $720 
The Company’s cash and cash equivalents, accounts receivable and accounts payable are recorded at carrying value, which approximates fair value.
Non-Financial Assets and Liabilities
The Company’s non-financial assets include goodwill, intangible assets, operating lease right-of-use assets and property and equipment. Such assets are reported at their carrying values and are not subject to recurring fair value measurements. The Company’s goodwill and its indefinite-lived intangible assets (Versace and Jimmy Choo brands) are assessed for impairment at least annually, while its other long-lived assets, including operating lease right-of-use assets, property and equipment and definite-lived intangible assets, are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. The fair values of these assets were determined based on Level 3 measurements using the Company’s best estimates of the amount and timing of future discounted cash flows, based on historical experience, market conditions, current trends and performance expectations.
The Company recorded $22 million in impairment charges during the three and six months ended September 26, 2020. The following table details the carrying values and fair values of the Company’s assets that have been impaired during the three and six months ended September 26, 2020 and three and six months ended September 28, 2019 (in millions):

Three and Six Months Ended
September 26, 2020
Carrying Value Prior to ImpairmentFair Value
Impairment Charge (1)
Operating Lease Right-of-Use Assets
46 26 20 
Property and Equipment
Total$51 $29 $22 

(1)Includes $2 million of impairment charges that were recorded within restructuring and other charges related to the Capri Retail Store Optimization Program.

Three Months Ended
September 28, 2019
Six Months Ended
September 28, 2019
Carrying Value Prior to ImpairmentFair ValueImpairment ChargeCarrying Value Prior to ImpairmentFair ValueImpairment Charge
Operating Lease Right-of-Use Assets
$176 $82 $94 $316 $138 $178 
Property and Equipment24 14 10 44 21 23 
Total$200 $96 $104 $360 $159 $201 
v3.20.2
Derivative Financial Instruments
6 Months Ended
Sep. 26, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Financial Instruments Derivative Financial Instruments
Forward Foreign Currency Exchange Contracts
The Company uses forward foreign currency exchange contracts to manage its exposure to fluctuations in foreign currency for certain of its transactions. The Company, in its normal course of business, enters into transactions with foreign suppliers and seeks to minimize risks related to certain forecasted inventory purchases by using forward foreign currency exchange contracts. The Company only enters into derivative instruments with highly credit-rated counterparties. The Company does not enter into derivative contracts for trading or speculative purposes.
Net Investment Hedges
As of September 26, 2020, the Company had multiple fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $2 billion to hedge its net investment in Euro-denominated subsidiaries and $44 million to hedge its net investment in Japanese Yen-denominated subsidiaries against future volatility in the exchange rates between the U.S. Dollar and these currencies. Under the term of these contracts, the Company will exchange the semi-annual fixed rate payments on U.S. denominated debt for fixed rate payments of 0% to 4.508% in Euros and 0.89% in Japanese Yen. Certain of these contracts include mandatory early termination dates between September 2023 and September 2025, while the remaining contracts have maturity dates between July 2022 and August 2027. These contracts have been designated as net investment hedges.
When a cross-currency swap is used as a hedging instrument in a net investment hedge assessed under the spot method, the cross-currency basis spread is excluded from the assessment of hedge effectiveness and is recognized as a reduction in interest expense in the Company’s consolidated statements of operations and comprehensive income (loss). Accordingly, the Company recorded a reduction in interest expense of $2 million during the three and six months ended September 26, 2020 and $19 million and $34 million, respectively, during the three and six months ended September 28, 2019. This decrease from prior year is due to the Company having a lower average notional amount outstanding and lower interest rates on these hedges compared to the prior year.
Interest Rate Swap
As of September 26, 2020, the Company had an interest rate swap with an initial notional amount of $500 million that will decrease to $350 million in April 2022. The swap was designated as a cash flow hedge designed to mitigate the impact of adverse interest rate fluctuations for a portion of the Company's variable-rate debt equal to the notional amount of the swap. The interest rate swap converts the one-month Adjusted LIBOR interest rate on these borrowings to a fixed interest rate of 0.237% through December 2022.
When an interest rate swap agreement qualifies for hedge accounting as a cash flow hedge, the changes in the fair value are recorded in equity as a component of accumulated other comprehensive income (loss) and are reclassified into interest expense in the same period during which the hedged transactions affect earnings. During the three and six months ended September 26, 2020, the Company recorded an immaterial amount of interest expense related to this agreement.
The following table details the fair value of the Company’s derivative contracts, which are recorded on a gross basis in the consolidated balance sheets as of September 26, 2020 and March 28, 2020 (in millions):
Fair Values
 Notional AmountsAssetsLiabilities
 September 26,
2020
March 28,
2020
September 26,
2020
March 28,
2020
September 26,
2020
March 28,
2020
Designated forward foreign currency exchange contracts
$177 $161 $
(1)
$
(1)
$
(2)
$— 
Designated net investment hedges2,044 44 
(3)
(3)
42 
(4)
— 
Designated interest rate swap500 — — — 
(4)
— 
Total designated hedges$2,721 $205 $$$46 $— 

(1)Recorded within prepaid expenses and other current assets in the Company’s consolidated balance sheets.
(2)Recorded within accrued expenses and other current liabilities in the Company’s consolidated balance sheets.
(3)Recorded within other assets in the Company’s consolidated balance sheets.
(4)Recorded within other long-term liabilities in the Company’s consolidated balance sheets.
The Company records and presents the fair values of all of its derivative assets and liabilities in its consolidated balance sheets on a gross basis, as shown in the previous table. However, if the Company were to offset and record the asset and liability balances for its derivative instruments on a net basis in accordance with the terms of its master netting arrangements, which provide for the right to set-off amounts for similar transactions denominated in the same currencies, the resulting impact as of September 26, 2020 and March 28, 2020 would be as follows (in millions):
Forward Currency Exchange ContractsNet Investment
Hedges
Interest Rate
Swaps
September 26,
2020
March 28,
2020
September 26,
2020
March 28,
2020
September 26,
2020
March 28,
2020
Assets subject to master netting arrangements
$$$$$— $— 
Liabilities subject to master netting arrangements
$$— $42 $— $$— 
Derivative assets, net$$$$$— $— 
Derivative liabilities, net$$— $41 $— $$— 
The Company’s master netting arrangements do not require cash collateral to be pledged by the Company or its counterparties.
Changes in the fair value of the Company’s forward foreign currency exchange contracts that are designated as accounting hedges are recorded in equity as a component of accumulated other comprehensive income (loss), and are reclassified from accumulated other comprehensive income (loss) into earnings when the items underlying the hedged transactions are recognized into earnings, as a component of cost of sales within the Company’s consolidated statements of operations and comprehensive income (loss). The net gain or loss on net investment hedges are reported within foreign currency translation gains and losses (“CTA”) as a component of accumulated other comprehensive income (loss) on the Company’s consolidated balance sheets. Upon discontinuation of the hedge, such amounts remain in CTA until the related investment is sold or liquidated. Changes in the fair value of the Company’s interest rate swaps that are designated as accounting hedges are recorded in equity as a component of accumulated other comprehensive income (loss), and are reclassified from accumulated other comprehensive income (loss) into earnings when the items underlying the hedged transactions are recognized into earnings, as a component of interest expense within the Company’s consolidated statements of operations and comprehensive income (loss).
The following table summarizes the pre-tax impact of the gains and losses on the Company’s designated forward foreign currency exchange contracts, net investment hedges and interest rate swaps (in millions):
Three Months EndedSix Months Ended
September 26, 2020September 28, 2019September 26, 2020September 28, 2019
Pre-Tax Losses
Recognized in OCI
Pre-Tax Gains
Recognized in OCI
Pre-Tax Losses
Recognized in OCI
Pre-Tax Gains
Recognized in OCI
Designated forward foreign currency exchange contracts
$— $$— $
Designated net investment hedges$(42)$129 $(42)$104 
Designated interest rate swaps$— $— $(1)$— 
The following tables summarize the pre-tax impact of the gains and losses within the consolidated statements of operations and comprehensive income (loss) related to the designated forward foreign currency exchange contracts for the three and six months ended September 26, 2020 and September 28, 2019 (in millions):
Three Months Ended
Pre-Tax Gain Reclassified from
Accumulated OCI
Location of Gain recognized
September 26, 2020September 28, 2019
Designated forward foreign currency exchange contracts
$(2)$(2)Cost of goods sold

Six Months Ended
Pre-Tax Gain Reclassified from
Accumulated OCI
Location of Gain recognized
September 26, 2020September 28, 2019
Designated forward foreign currency exchange contracts
$(3)$(5)Cost of goods sold
The Company expects that substantially all of the amounts currently recorded in accumulated other comprehensive income (loss) for its forward foreign currency exchange contracts will be reclassified into earnings during the next 12 months, based upon the timing of inventory purchases and turnover.
Undesignated Hedges
During the three and six months ended September 26, 2020 and September 28, 2019, the net impact of changes in the fair value of undesignated forward foreign currency exchange contracts recognized within foreign currency (gain) loss in the Company’s consolidated statement of operations and comprehensive income (loss) was immaterial. There were no undesignated hedges outstanding as of September 26, 2020.
v3.20.2
Shareholders' Equity
6 Months Ended
Sep. 26, 2020
Equity [Abstract]  
Shareholders' Equity Shareholders’ Equity
Share Repurchase Program
During the first quarter of Fiscal 2021, the Company suspended its $500 million share-repurchase program in response to the continued impact of the COVID-19 pandemic. During the six months ended September 26, 2020, the Company did not purchase any shares through open market transactions under the current plan. As of September 26, 2020, the remaining availability under the Company’s share repurchase program was $400 million. During the six months ended September 28, 2019, the Company did not purchase any shares through open market transactions under its previous $1.0 billion share-repurchase program, which expired on May 25, 2019. Share repurchases may be made in open market or privately negotiated transactions, subject to market conditions, applicable legal requirements, trading transactions under the Company’s insider trading policy and other relevant factors. The program may be suspended or discontinued at any time.
The Company also has in place a “withhold to cover” repurchase program, which allows the Company to withhold ordinary shares from certain executive officers and directors to satisfy minimum tax withholding obligations relating to the vesting of their restricted share awards. During the six month periods ended September 26, 2020 and September 28, 2019, the
Company withheld 47,635 shares and 63,223 shares, respectively, with a fair value of $1 million and $2 million, respectively, in satisfaction of minimum tax withholding obligations relating to the vesting of restricted share awards.
Accumulated Other Comprehensive Income (Loss)
The following table details changes in the components of accumulated other comprehensive income (loss) (“AOCI”), net of taxes for the six months ended September 26, 2020 and September 28, 2019, respectively (in millions):
Foreign
Currency
Translation (Losses) Gains (1)
Net Gains (Losses) on Derivatives (2)
Other Comprehensive Income (Loss) Attributable to Capri
Balance at March 30, 2019$(73)$$(66)
Other comprehensive income (loss) before reclassifications (38)(33)
Less: amounts reclassified from AOCI to earnings
— 
Other comprehensive income (loss), net of tax(38)(37)
Balance at September 28, 2019$(111)$$(103)
Balance at March 28, 2020$72 $$75 
Other comprehensive income before reclassifications 53 — 53 
Less: amounts reclassified from AOCI to earnings
— 
Other comprehensive income (loss), net of tax53 (3)50 
Balance at September 26, 2020$125 $— $125 

(1)Foreign currency translation gains and losses for the six months ended September 26, 2020 include net loss of $2 million on intra-entity transactions that are of a long-term investment nature. Foreign currency translation gains and losses for the six months ended September 28, 2019 include net gains of $6 million on intra-entity transactions that are of a long-term investment nature, a $42 million translation loss relating to the Versace business and an $86 million gain, net of taxes of $18 million, relating to the Company’s net investment hedges.
(2)Reclassified amounts relate to the Company’s forward foreign currency exchange contracts for inventory purchases and are recorded within cost of goods sold in the Company’s consolidated statements of operations and comprehensive income (loss). All tax effects were not material for the periods presented.
v3.20.2
Share-Based Compensation
6 Months Ended
Sep. 26, 2020
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based CompensationThe Company issues equity grants to certain employees and directors of the Company at the discretion of the Company’s Compensation and Talent Committee. The Company has two equity plans, one stock option plan adopted in Fiscal 2008 (as amended and restated, the “2008 Plan”), and the Omnibus Incentive Plan adopted in the third fiscal quarter of Fiscal 2012 and amended and restated with shareholder approval in May 2015 and again in June 2020 (the “Incentive Plan”). The 2008 Plan only provided for grants of share options and was authorized to issue up to 23,980,823 ordinary shares. As of September 26, 2020, there were no shares available to grant equity awards under the 2008 Plan. The Incentive Plan allows for grants of share options, restricted shares and RSUs, and other equity awards, and authorizes a total issuance of up to 18,846,000 ordinary shares after amendments in June 2020. At September 26, 2020, there were 5,174,442 ordinary shares available for future grants of equity awards under the Incentive Plan. Option grants issued from the 2008 Plan generally expire ten years from the date of the grant, and those issued under the Incentive Plan generally expire seven years from the date of the grant.
The following table summarizes the Company’s share-based compensation activity during the six months ended September 26, 2020:
 OptionsService-Based RSUsPerformance-Based RSUs
Outstanding/Unvested at March 28, 2020
2,071,096 4,311,683 772,172 
Granted— 2,007,285 — 
Exercised/Vested(247,336)(893,883)(102,078)
Change due to performance condition — — 43,661 
Canceled/forfeited(457,964)(336,091)(144,414)
Outstanding/Unvested at September 26, 2020
1,365,796 5,088,994 569,341 
The weighted average grant date fair value of service-based RSUs granted during the six months ended September 26, 2020 was $15.98. The weighted average grant date fair value of service-based and performance-based RSUs granted during the six months ended September 28, 2019 was $33.90 and $33.86, respectively.
Share-Based Compensation Expense
The following table summarizes compensation expense attributable to share-based compensation for the three and six months ended September 26, 2020 and September 28, 2019 (in millions):
Three Months EndedSix Months Ended
September 26,
2020
September 28,
2019
September 26,
2020
September 28,
2019
Share-based compensation expense$17 $21 $41 $49 
Tax benefit related to share-based compensation expense
$$$$
Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates forfeitures based on its historical forfeiture rates. The estimated value of future forfeitures for equity grants as of September 26, 2020 is approximately $12 million.
See Note 17 in the Company’s Fiscal 2020 Annual Report on Form 10-K for additional information relating to the Company’s share-based compensation awards.
v3.20.2
Income Taxes
6 Months Ended
Sep. 26, 2020
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company’s effective tax rate for the three and six months ended September 26, 2020 was 14.2% and (73.5)%, respectively. Such rates differs from the United Kingdom (“U.K.”) federal statutory rate of 19% primarily due to the impacts of a valuation allowance on a portion of our consolidated pre-tax loss, a tax detriment related to share-based compensation and the impact of the tax rate change in the U.K. on the Company’s net deferred tax liabilities recorded as of September 26, 2020, as well as the impact of global financing activities. The global financing activities are related to the Company’s 2014 move of its principal executive office from Hong Kong to the U.K. and decision to become a U.K. tax resident. In connection with this decision, the Company funded its international growth strategy through intercompany debt financing arrangements between certain of our U.S., U.K. and Switzerland subsidiaries in December 2015. Due to the difference in the statutory income tax rates between these jurisdictions, the Company realized a lower effective tax rate on the consolidated pre-tax income for the three months ended September 26, 2020 and a higher effective tax rate on the consolidated pre-tax loss for the six months ended September 26, 2020, respectively.
The Company’s effective tax rate for the three and six months ended September 28, 2019 was (5.8)% and 1.7%, respectively. Such rates differed from the U.K. federal statutory rate of 19% primarily due to the favorable impact from the realization of previously unrecognized tax benefits associated with certain positions in Europe realized during the period and return to provision adjustments in the US and Europe, which resulted in a benefit to the Company’s effective income tax rate for the three and six months ended September 28, 2019. In addition, the Company had favorable effects related to global financing activities. The global financing activities are related to the Company’s 2014 move of its principal executive office from Hong Kong to the U.K. and decision to become a U.K. tax resident. In connection with this decision, the Company funded its international growth strategy through intercompany debt financing arrangements between certain of our U.S., U.K. and
Switzerland subsidiaries in December 2015. Due to the difference in the statutory income tax rates between these jurisdictions, the Company realized a lower effective tax rate.
v3.20.2
Segment Information
6 Months Ended
Sep. 26, 2020
Segment Reporting [Abstract]  
Segment Information Segment Information
The Company operates its business through three operating segments—Versace, Jimmy Choo and Michael Kors, which are based on its business activities and organization. The reportable segments are segments of the Company for which separate financial information is available and for which operating results are evaluated regularly by the Company’s chief operating decision maker ("CODM") in deciding how to allocate resources, as well as in assessing performance. The primary key performance indicators are revenue and operating income for each segment. The Company’s reportable segments represent components of the business that offer similar merchandise, customer experience and sales/marketing strategies.
The Company’s three reportable segments are as follows:
Versace — segment includes revenue generated through the sale of Versace luxury ready-to-wear, accessories, footwear and home furnishings through directly operated Versace boutiques throughout North America (United States and Canada), EMEA and certain parts of Asia, including Australia, as well as through Versace outlet stores and e-commerce sites. In addition, revenue is generated through wholesale sales to distribution partners (including geographic licensing arrangements that allow third parties to use the Versace trademarks in connection with retail and/or wholesale sales of Versace branded products in specific geographic regions), multi-brand department stores and specialty stores worldwide, as well as through product license agreements in connection with the manufacturing and sale of products, including jeans, fragrances, watches, jewelry and eyewear.
Jimmy Choo — segment includes revenue generated through the sale of Jimmy Choo luxury footwear, handbags and small leather goods through directly operated Jimmy Choo retail and outlet stores throughout the Americas, EMEA and certain parts of Asia, including Australia, through its e-commerce sites, as well as through wholesale sales of luxury goods to distribution partners (including geographic licensing arrangements that allow third parties to use the Jimmy Choo trademarks in connection with retail and/or wholesale sales of Jimmy Choo branded products in specific geographic regions), multi-brand department stores and specialty stores worldwide. In addition, revenue is generated through product licensing agreements, which allow third parties to use the Jimmy Choo brand name and trademarks in connection with the manufacturing and sale of products, including fragrances and eyewear.
Michael Kors — segment includes revenue generated through the sale of Michael Kors products through four primary Michael Kors retail store formats: “Collection” stores, “Lifestyle” stores (including concessions), outlet stores and e-commerce sites, through which the Company sells Michael Kors products, as well as licensed products bearing the Michael Kors name, directly to the end consumer throughout the Americas, Europe and certain parts of Asia, including Australia. The Company also sells Michael Kors products directly to department stores, primarily located across the Americas and Europe, to specialty stores and travel retail shops, and to its geographic licensees. In addition, revenue is generated through product and geographic licensing arrangements, which allow third parties to use the Michael Kors brand name and trademarks in connection with the manufacturing and sale of products, including watches, jewelry, fragrances and eyewear.
In addition to these reportable segments, the Company has certain corporate costs that are not directly attributable to its brands and, therefore, are not allocated to segments. Such costs primarily include certain administrative, corporate occupancy, and information systems expenses, including enterprise resource planning system implementation costs. In addition, certain other costs are not allocated to segments, including restructuring and other charges (including transition costs related to the Company’s acquisitions), impairment costs and COVID-19 related charges. The segment structure is consistent with how the Company’s CODM plans and allocates resources, manages the business and assesses performance. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance.
The following table presents the key performance information of the Company’s reportable segments (in millions):
 Three Months EndedSix Months Ended
 September 26,
2020
September 28,
2019
September 26,
2020
September 28,
2019
Total revenue:
Versace$195 $228 $288 $435 
Jimmy Choo122 125 173 283 
Michael Kors793 1,089 1,100 2,070 
Total revenue$1,110 $1,442 $1,561 $2,788 
Income (loss) from operations:
Versace$20 $$(21)$
Jimmy Choo— (10)(29)
Michael Kors190 222 142 423 
Total segment income from operations210 221 92 430 
Less: Corporate expenses
(30)(35)(61)(68)