UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 05, 2020

			

CAPRI HOLDINGS LTD	
(Exact name of Registrant as Specified in its Charter)

001-35368
(Commission File Number)

British Virgin Islands	 	N/A	
(State or other jurisdiction
of incorporation)	 	(I.R.S. Employer
Identification No.)	
33 Kingsway
London, United Kingdom
WC2B 6UF
(Address of Principal Executive Offices)
44 207 632 8600
(Registrant’s telephone number, including area code)

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

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

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

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

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Securities registered pursuant to Section 12(b) of the Act:
									
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered	
Ordinary Shares, no par value	CPRI	New York Stock Exchange	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
						
Emerging growth company	☐	

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

			

						
ITEM 2.02	RESULTS OF OPERATIONS AND FINANCIAL CONDITION.	

On November 5, 2020, Capri Holdings Limited issued a press release containing its unaudited financial results for its second fiscal quarter ended September 26, 2020. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS.	
(d) Exhibits.

Exhibit
No.	  	 	
99.1	  	Capri Holdings Limited Press Release, dated November 5, 2020.	
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)	

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

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

												
			CAPRI HOLDINGS LIMITED
	
Date: November 5, 2020				
		By:	/s/ Thomas J. Edwards, Jr.	
		Name: 	Thomas J. Edwards, Jr.	
		Title:	Executive Vice President, Chief Financial Officer and Chief Operating Officer	

				

Exhibit 99.1
Capri Holdings Limited Announces Second Quarter Fiscal 2021 Results
Revenue and Earnings Exceed Expectations

London — November 5, 2020 — Capri Holdings Limited (NYSE:CPRI), a global fashion luxury group, today announced its financial results for the second quarter of fiscal 2021 ended September 26, 2020.
Second Quarter Fiscal 2021 Highlights
•Revenue decline of 23.0%, a significant improvement from the first quarter
•E-commerce sales improved sequentially, increasing approximately 60%
•Positive sales in Mainland China across all luxury houses
•Positive global retail sales at Versace for the three months ended September
•Adjusted gross margin expansion of 220 basis points versus prior year
•Adjusted operating margin expansion of 240 basis points versus prior year
•Adjusted earnings per share of $0.90

John D. Idol, the Company’s Chairman and Chief Executive Officer, said, "The COVID-19 pandemic continues to profoundly impact the entire world. My thoughts and prayers go out to all those who have been affected by the virus and to everyone on the front lines who are tirelessly helping combat this pandemic. At Capri Holdings, we are prioritizing the health and safety of our employees, customers and communities. I want to thank our teams around the world for the hard work and dedication they demonstrate every day to support each other and their communities during this unprecedented time."

Mr. Idol continued, "We were pleased with our second quarter results, with revenue and earnings surpassing our expectations. Our performance demonstrates the power and desirability of the Versace, Jimmy Choo and Michael Kors brands. Through creativity and innovation, our luxury houses inspire excitement and passion, creating an emotional connection with our consumers. We are also attracting new consumers to each of our luxury houses as evidenced by the double digit increase in our consumer databases."

Mr. Idol concluded, "As the world continues to emerge from this crisis, we are increasingly optimistic about the outlook for the fashion luxury industry and Capri Holdings. We have an incredible portfolio of luxury houses, each with their rich heritage, exclusive DNA and strong brand loyalty. We are uniquely positioned to drive multiple years of strong growth as we continue to execute on our strategic initiatives."

Second Quarter Fiscal 2021 Results
Financial Results and non-GAAP Reconciliation
The company’s results are reported in this press release in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and on an adjusted, non-GAAP basis. A reconciliation of GAAP to non-GAAP financial information is provided at the end of this press release. Due to the current and ongoing impact of the COVID-19 pandemic, the company will not be providing comparable store sales results. The company believes the most comprehensive measure of performance in this environment is total revenues compared to the same period in the prior year.
Overview of Capri Holdings Second Quarter Fiscal 2021 Results:
•Total revenue of $1.1 billion decreased 23.0% compared to last year. On a constant currency basis, total revenue decreased 24.6%.
•Gross profit was $710 million and gross margin was 64.0%, compared to $874 million and 60.6% in the prior year. Adjusted gross profit was $701 million and adjusted gross margin was 63.2%, compared to $879 million and 61.0% in the prior year.
•Income from operations was $153 million and operating margin was 13.8% compared to $75 million and 5.2% in the prior year. Adjusted income from operations was $182 million and operating margin was 16.4%, compared to $202 million and 14.0% in the prior year.
•Net income was $122 million, or $0.81 per diluted share compared to $73 million, or $0.47 per diluted share in the prior year. Adjusted net income was $137 million, or $0.90 per diluted share, compared to $177 million or $1.16 per diluted share in the prior year.
•Net inventory at September 26, 2020 was $930 million, a 13% decrease compared to the prior year.
Versace Second Quarter Fiscal 2021 Results:
•Versace revenue of $195 million decreased 14.5% compared to the prior year. On a constant currency basis, total revenue decreased 18.9%.
•Versace operating income was $20 million and operating margin was 10.3% compared to $9 million and 3.9% in the prior year. Last year, adjusted operating income was $14 million and adjusted operating margin was 6.1%.
Jimmy Choo Second Quarter Fiscal 2021 Results:
•Jimmy Choo revenue of $122 million decreased 2.4% compared to the prior. On a constant currency basis, total revenue decreased 6.4%.
•Jimmy Choo operating income was break even, compared to an operating loss of $10 million and operating margin of (8.0)% in the prior year.
Michael Kors Second Quarter Fiscal 2021 Results:
•Michael Kors revenue of $793 million decreased 27.2% compared to the prior year. On a constant currency basis, total revenue decreased 27.9%.
•Michael Kors operating income was $190 million and operating margin was 24.0%, compared to $222 million and 20.4% in the prior year.
Fiscal Year 2021 Outlook
The company is not providing annual earnings guidance for fiscal year 2021 due to the lack of visibility surrounding the progression of the pandemic, macroeconomic fundamentals, and tourism flows.

Conference Call Information
A conference call to discuss second quarter fiscal 2021 results is scheduled for today, November 5, 2020 at 8:30 a.m. ET. A live webcast of the conference call will be available on the Company’s website, www.capriholdings.com. In addition, a replay will be available shortly after the conclusion of the call and remain available until November 12, 2020. To access the telephone replay, listeners should dial 1-844-512-2921 or 1-412-317-6671 for international callers. The access code for the replay is 10011575. A replay of the webcast will also be available within two hours of the conclusion of the call.
Upcoming Event
John D. Idol, Chairman and Chief Executive Officer, and Thomas J. Edwards, Executive Vice President, Chief Financial Officer and Chief Operating Officer, will be participating in a fireside chat at the JP Morgan Virtual Global Consumer, Retail & Luxury Conference held virtually, on Thursday, November 12, 2020 at 10:00 AM Eastern Time. The presentation will be webcast live on the Company’s Investor Relations website, www.capriholdings.com. An archived replay will be available approximately one hour after the conclusion of the live event.
Use of Non-GAAP Financial Measures
Constant currency effects are non-GAAP financial measures, which are provided to supplement our reported operating results to facilitate comparisons of our operating results and trends in our business, excluding the effects of foreign currency rate fluctuations. Because we are a global company, foreign currency exchange rates may have a significant effect on our reported results. We calculate constant currency measures and the related foreign currency impacts by translating the current year’s reported amounts into comparable amounts using prior year’s foreign exchange rates for each currency. All constant currency performance measures discussed below should be considered a supplement to and not in lieu of our operating performance measures calculated in accordance with U.S. GAAP. Additionally, this earnings release includes certain non-GAAP financial measures that exclude certain costs associated with COVID-19 related charges, long-lived asset impairments, ERP implementation costs, Capri transformation costs, restructuring and other charges. The Company uses non-GAAP financial measures, among other things, to evaluate its operating performance and in order to represent the manner in which the Company conducts and views its business. The Company believes that excluding these items helps its management and investors compare operating performance based on its ongoing operations. While the Company considers the non-GAAP measures to be useful supplemental measures in analyzing its results, they are not intended to replace, nor act as a substitute for, any amounts presented in its consolidated financial statements prepared in conformity with U.S. GAAP and may be different from non-GAAP measures reported by other companies.
About Capri Holdings Limited
Capri Holdings Limited is a global fashion luxury group, consisting of iconic brands that are industry leaders in design, style and craftsmanship. Its brands cover the full spectrum of fashion luxury categories including women’s and men’s accessories, footwear and ready-to-wear as well as wearable technology, watches, jewelry, eyewear and a full line of fragrance products. The Company’s goal is to continue to extend the global reach of its brands while ensuring that they maintain their independence and exclusive DNA. Capri Holdings Limited is publicly listed on the New York Stock Exchange under the ticker CPRI.
Forward Looking Statements
This press release contains statements which are, or may be deemed to be, “forward-looking statements.” Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Capri Holdings Limited (the “Company”) about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. All statements other than statements of historical facts included herein, may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “plans”, “believes”, “expects”, “intends”, “will”, “should”, “could”, “would”, “may”, “anticipates”, “might” or similar words or phrases, are forward-looking statements. These forward-looking statements are not guarantees of future financial performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions, which could cause actual results to differ materially from those projected or implied in any forward-looking

statements. These risks, uncertainties and other factors include the effect of the COVID-19 pandemic and its potential material and significant impact on the Company’s future financial and operational results if retail stores are forced to close again and the pandemic is prolonged, including that our estimates could materially differ if the severity of the COVID-19 situation worsens, the length and severity of such outbreak across the globe and the pace of recovery following the COVID-19 pandemic, levels of cash flow and future availability of credit, compliance with restrictive covenants under the Company’s credit agreement, the Company’s ability to integrate successfully and to achieve anticipated benefits of any acquisition; the risk of disruptions to the Company’s businesses; the negative effects of events on the market price of the Company’s ordinary shares and its operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the Company’s businesses; fluctuations in demand for the Company’s products; levels of indebtedness (including the indebtedness incurred in connection with acquisitions); the timing and scope of future share buybacks, which may be made in open market or privately negotiated transactions, and are subject to market conditions, applicable legal requirements, trading restrictions under the Company’s insider trading policy and other relevant factors, and which share repurchases may be suspended or discontinued at any time, the level of other investing activities and uses of cash; changes in consumer traffic and retail trends; loss of market share and industry competition; fluctuations in the capital markets; fluctuations in interest and exchange rates; the occurrence of unforeseen epidemics and pandemics, disasters or catastrophes; political or economic instability in principal markets; adverse outcomes in litigation; and general, local and global economic, political, business and market conditions, as well as those risks set forth in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2020 (File No. 001-35368). Any forward-looking statement in this press release speaks only as of the date made and the Company disclaims any obligation to update or revise any forward-looking or other statements contained herein other than in accordance with legal and regulatory obligations.
CONTACTS:
Investor Relations:
Jennifer Davis
(201) 514-8234
Jennifer.Davis@CapriHoldings.com
Media:
Dinesh Kandiah
(917) 934-2427
Press@CapriHoldings.com

SCHEDULE 1
CAPRI HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share and per share data)
(Unaudited)

 		Three Months Ended		Six Months Ended	
		September 26,
2020		September 28,
2019		September 26,
2020		September 28,
2019	
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 		
Total operating expenses		557 			799 			1,021 			1,569 		
Income (Loss) from operations		153 			75 			(9)			139 		
Other income, net		— 			(1)			(1)			(3)		
Interest expense, net		12 			3 			29 			16 		
Foreign currency (gain) loss		— 			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 interests		(1)			— 			(1)			— 		
Net income (loss) attributable to Capri		$	122 			$	73 			$	(58)			$	118 		
Weighted average ordinary shares outstanding:									
Basic		150,492,275 			151,602,502 			150,024,293 			151,326,037 		
Diluted		151,677,242 			152,576,283 			150,024,293 			152,455,218 		
Net income (loss) per ordinary share:									
Basic		$	0.81 			$	0.48 			$	(0.39)			$	0.78 		
Diluted		$	0.81 			$	0.47 			$	(0.39)			$	0.77 		

SCHEDULE 2
CAPRI HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
																					
		September 26,
2020		March 28,
2020		September 28,
2019	
Assets							
Current assets							
Cash and cash equivalents		$	238 			$	592 			$	179 		
Receivables, net		344 			308 			368 		
Inventories, net		930 			827 			1,073 		
Prepaid expenses and other current assets		122 			167 			275 		
Total current assets		1,634 			1,894 			1,895 		
Property and equipment, net		530 			561 			589 		
Operating lease right-of-use assets		1,677 			1,625 			1,671 		
Intangible assets, net		2,024 			1,986 			2,171 		
Goodwill		1,539 			1,488 			1,598 		
Deferred tax assets		226 			225 			160 		
Other assets		173 			167 			309 		
Total assets		$	7,803 			$	7,946 			$	8,393 		
Liabilities and Shareholders’ Equity							
Current liabilities							
Accounts payable		$	558 			$	428 			$	390 		
Accrued payroll and payroll related expenses		92 			93 			97 		
Accrued income taxes		39 			42 			27 		
Current operating lease liabilities		439 			430 			403 		
Short-term debt		200 			167 			603 		
Accrued expenses and other current liabilities		253 			241 			283 		
Total current liabilities		1,581 			1,401 			1,803 		
Long-term operating lease liabilities		1,772 			1,758 			1,766 		
Deferred tax liabilities		483 			465 			440 		
Long-term debt		1,581 			2,012 			1,796 		
Other long-term liabilities		187 			142 			176 		
Total liabilities		5,604 			5,778 			5,981 		
Commitments and contingencies							
Redeemable noncontrolling interest		— 			— 			4 		
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 and 216,815,137 shares issued and 151,633,281 outstanding at September 28, 2019		— 			— 			— 		
Treasury shares, at cost 67,942,033 shares at September 26, 2020, 67,894,398 shares at March 28, 2020 and 65,181,856 shares at September 28, 2019		(3,326)			(3,325)			(3,225)		
Additional paid-in capital		1,126 			1,085 			1,060 		
Accumulated other comprehensive income (loss)		125 			75 			(103)		
Retained earnings		4,274 			4,332 			4,673 		
Total shareholders’ equity of Capri		2,199 			2,167 			2,405 		
Noncontrolling interest		— 			1 			3 		
Total shareholders’ equity		2,199 			2,168 			2,408 		
Total liabilities and shareholders’ equity		$	7,803 			$	7,946 			$	8,393 		

SCHEDULE 3
CAPRI HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED SEGMENT DATA
($ in millions)
(Unaudited)

 		Three Months Ended		Six Months Ended	
		September 26,
2020		September 28,
2019		September 26,
2020		September 28,
2019	
Revenue by Segment and Region:									
Versace		The Americas		$	60 			$	48 			$	75 			$	92 		
		EMEA		80 			121 			107 			213 		
		Asia		55 			59 			106 			130 		
Versace Revenue		195 			228 			288 			435 		
											
Jimmy Choo		The Americas		33 			21 			39 			51 		
		EMEA		46 			64 			62 			143 		
		Asia		43 			40 			72 			89 		
Jimmy Choo Revenue		122 			125 			173 			283 		
											
Michael Kors		The Americas		494 			733 			650 			1,388 		
		EMEA		185 			224 			264 			413 		
		Asia		114 			132 			186 			269 		
Michael Kors Revenue		793 			1,089 			1,100 			2,070 		
									
Total Revenue		$	1,110 			$	1,442 			$	1,561 			$	2,788 		
									
Income (loss) from Operations:									
Versace				$	20 			$	9 			$	(21)			$	6 		
Jimmy Choo				— 			(10)			(29)			1 		
Michael Kors				190 			222 			142 			423 		
Total segment income from operations		210 			221 			92 			430 		
Less: Corporate expenses		(30)			(35)			(61)			(68)		
Restructuring and other charges		(9)			(7)			(17)			(22)		
Impairment of assets		(20)			(104)			(20)			(201)		
COVID-19 related charges	2 			— 			(3)			— 		
Total Income (Loss) from Operations		$	153 			$	75 			$	(9)			$	139 		
											
Operating Margin:											
Versace				10.3 	%		3.9 	%		(7.3)	%		1.4 	%	
Jimmy Choo				— 	%		(8.0)	%		(16.8)	%		0.4 	%	
Michael Kors				24.0 	%		20.4 	%		12.9 	%		20.4 	%	
Capri Operating Margin				13.8 	%		5.2 	%		(0.6)	%		5.0 	%	

SCHEDULE 4
CAPRI HOLDINGS LIMITED AND SUBSIDIARIES
SUPPLEMENTAL RETAIL STORE INFORMATION
(Unaudited)

 		 		As of	
Retail Store Information:		September 26,
2020		September 28,
2019	
Versace		206 			198 		
Jimmy Choo		227 			216 		
Michael Kors		828 			850 		
Total number of retail stores				1,261 			1,264 		

SCHEDULE 5
CAPRI HOLDINGS LIMITED AND SUBSIDIARIES
CONSTANT CURRENCY DATA
(In millions)
(Unaudited)

 		Three Months Ended		% Change	
		September 26,
2020		September 28,
2019		As
Reported		Constant
Currency	
Total revenue:									
Versace		195 			$	228 			(14.5)	%		(18.9)	%	
Jimmy Choo		122 			125 			(2.4)	%		(6.4)	%	
Michael Kors		793 			1,089 			(27.2)	%		(27.9)	%	
Total revenue		$	1,110 			$	1,442 			(23.0)	%		(24.6)	%	

 		Six Months Ended		% Change	
		September 26,
2020		September 28,
2019		As
Reported		Constant
Currency	
Total revenue:									
Versace		$	288 			$	435 			(33.8)	%		(35.6)	%	
Jimmy Choo		173 			283 			(38.9)	%		(40.6)	%	
Michael Kors		1,100 			2,070 			(46.9)	%		(47.1)	%	
Total revenue		$	1,561 			$	2,788 			(44.0)	%		(44.7)	%	

SCHEDULE 6

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In millions, except share and per share data)
(Unaudited)

		Three Months Ended September 26, 2020	
		As
Reported		Impairment Charges		Restructuring and Other Charges (1)		COVID-19 Related Charges		Capri Transformation		As
Adjusted	
Gross profit		$	710 			$	— 			$	— 			$	(9)			$	— 			$	701 		

Operating expenses		$	557 			$	(20)			$	(9)			$	(7)			$	(2)			$	519 		

Total income (loss) from operations		$	153 			$	20 			$	9 			$	(2)			$	2 			$	182 		
													
Income (loss) before provision for income taxes		$	141 			$	20 			$	9 			$	(2)			$	2 			$	170 		
Provision for income taxes		$	20 			$	9 			$	4 			$	— 			$	1 			$	34 		
Net income (loss) attributable to Capri		$	122 			$	11 			$	5 			$	(2)			$	1 			$	137 		
	
Diluted net income (loss) per ordinary share - Capri		$	0.81 			$	0.07 			$	0.03 			$	(0.02)			$	0.01 			$	0.90 		
______________________
(1)Includes store closure costs which have been incorporated into the Capri Retail Store Optimization Program and other costs recorded in connection with the acquisitions of Gianni Versace S.r.l. and Jimmy Choo Group Limited.

SCHEDULE 7

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In millions, except share and per share data)
(Unaudited)

		Six Months Ended September 26, 2020	
		As
Reported		Impairment Charges		Restructuring and Other Charges(1)		COVID-19 Related Charges		Capri Transformation		ERP Implementation		As
Adjusted	
Gross profit		$	1,012 			$	— 			$	— 			$	(8)			$	— 			$	— 			$	1,004 		
															
Operating expenses		$	1,021 			$	(20)			$	(17)			$	(11)			$	(2)			$	(2)			$	969 		

Total (loss) income from operations		$	(9)			$	20 			$	17 			$	3 			$	2 			$	2 			$	35 		

(Loss) income before provision for income taxes		$	(34)			$	20 			$	17 			$	3 			$	2 			$	2 			$	10 		
Provision for (benefit from) income taxes		$	25 			$	9 			$	(1)			$	(3)			$	1 			$	(1)			$	30 		
Net (loss) income attributable to Capri		$	(58)			$	11 			$	18 			$	6 			$	1 			$	3 			$	(19)		
	
Diluted net (loss) income per ordinary share - Capri		$	(0.39)			$	0.07 			$	0.12 			$	0.04 			$	0.01 			$	0.02 			$	(0.13)		
______________________
(1)Includes store closure costs recorded in connection with the Michael Kors Retail Fleet Optimization Plan and other restructuring initiatives, and other costs recorded in connection with the acquisitions of Gianni Versace S.r.l. and Jimmy Choo Group Limited.

SCHEDULE 8

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In millions, except share and per share data)
(Unaudited)

		Three Months Ended September 28, 2019	
		As Reported		Impairment Charges		Restructuring and Other Charges (1)		Inventory Step-up Adjustment		ERP Implementation		Capri
Transformation		Acquisition
Foreign
Currency
Effects		As Adjusted	
Gross profit		$	874 			$	— 			$	— 			$	5 			$	— 			$	— 			$	— 			$	879 		
																	
Operating expenses		$	799 			$	(104)			$	(7)			$	— 			$	(9)			$	(2)			$	— 			$	677 		
																	
Versace operating income		$	9 			$	— 			$	— 			$	5 			$	— 			$	— 			$	— 			$	14 		
Total income from operations		$	75 			$	104 			$	7 			$	5 			$	9 			$	2 			$	— 			$	202 		
																	
Foreign currency loss (gain)		$	4 			$	— 			$	— 			$	— 			$	— 			$	— 			$	(1)			$	3 		
Income before provision for income taxes		$	69 			$	104 			$	7 			$	5 			$	9 			$	2 			$	1 			$	197 		
(Benefit from) provision for income taxes		$	(4)			$	18 			$	2 			$	1 			$	2 			$	1 			$	— 			$	20 		
Net income attributable to Capri		$	73 			$	86 			$	5 			$	4 			$	7 			$	1 			$	1 			$	177 		
	
Diluted net income per ordinary share - Capri		$	0.47 			$	0.56 			$	0.03 			$	0.03 			$	0.05 			$	0.01 			$	0.01 			$	1.16 		
______________________
(1)Includes store closure costs recorded in connection with the Michael Kors Retail Fleet Optimization Plan and other restructuring initiatives, and other costs recorded
in connection with the acquisitions of Gianni Versace S.r.l and Jimmy Choo Group Limited.

SCHEDULE 9

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In millions, except share and per share data)
(Unaudited)

		Six Months Ended September 28, 2019	
		As Reported		Impairment Charges		Restructuring and Other Charges(1)		Inventory
Step-up Adjustment		ERP
Implementation		Capri
Transformation		Acquisition
Foreign Currency Effects		As Adjusted	
Gross profit		$	1,708 			$	— 			$	— 			$	11 			$	— 			$	— 			$	— 			$	1,719 		
																	
Total operating expenses		$	1,569 			$	(201)			$	(22)			$	— 			$	(17)			$	(2)			$	— 			$	1,327 		
																	
Versace operating income		$	6 			$	— 			$	— 			$	11 			$	— 			$	— 			$	— 			$	17 		
	
Total income from operations		$	139 			$	201 			$	22 			$	11 			$	17 			$	2 			$	— 			$	392 		
																	
Foreign currency loss (gain)		$	6 			$	— 			$	— 			$	— 			$	— 			$	— 			$	(1)			$	5 		
Income before provision for income taxes		$	120 			$	201 			$	22 			$	11 			$	17 			$	2 			$	1 			$	374 		
Provision for income taxes		$	2 			$	37 			$	5 			$	3 			$	4 			$	1 			$	— 			$	52 		
Net income attributable to Capri		$	118 			$	164 			$	17 			$	8 			$	13 			$	1 			$	1 			$	322 		
Weighted average diluted ordinary shares outstanding		152,455,218 			— 			— 			— 			— 			— 			— 			152,455,218 		
Diluted net income per ordinary share - Capri		$	0.77 			$	1.08 			$	0.11 			$	0.05 			$	0.08 			$	0.01 			$	0.01 			$	2.11 		
______________________
(1)Includes store closure costs recorded in connection with the Michael Kors Retail Fleet Optimization Plan and other restructuring initiatives, and other costs recorded in connection with the acquisitions of Gianni Versace S.r.l and Jimmy Choo Group Limited.