Capri Holdings Ltd

Previous wording

Our Michael Kors brand was launched over 40 years ago by Michael Kors, a world-renowned designer, whose vision has taken the Company from its beginnings as an American luxury sportswear house to a global accessories, ready-to-wear, and footwear company with a global distribution network that has presence in over 100 countries through Company-operated retail stores and e-commerce sites, leading department stores, specialty stores and select licensing partners. Michael Kors is a highly recognized fashion luxury brand in the Americas and Europe with growing brand awareness in other international markets. Michael Kors features distinctive designs, materials and craftsmanship that combines stylish elegance and a sporty attitude. Michael Kors offers three primary collections: the Michael Kors Collection line, the MICHAEL Michael Kors line and the Michael Kors Mens line. The Michael Kors Collection establishes the aesthetic authority of the entire brand and is carried by select retail stores, our e-commerce sites, as well as in the finest luxury department stores in the world. MICHAEL Michael Kors has a strong focus on accessories, in addition to offering ready-to-wear and footwear. We have also been developing our men’s business in recognition of the significant opportunity afforded by the Michael Kors brand’s established fashion authority and the expanding men’s market. Taken together, our Michael Kors collections target a broad customer base while retaining our premium luxury image.

Current wording

Our Michael Kors brand was launched over 40 years ago by Michael Kors, a world-renowned designer, whose vision has taken the Company from its beginnings as an American luxury sportswear house to a global accessories, ready-to-wear, and footwear company with a global distribution network that has presence in over 100 countries through Company-operated retail stores and e-commerce sites, leading department stores, specialty stores and select licensing partners. Michael Kors is a highly recognized fashion luxury brand in the Americas and Europe with growing brand awareness in other international markets. Michael Kors features distinctive designs, materials and craftsmanship with a jet-set aesthetic that combines stylish elegance and a sporty attitude. Michael Kors offers three primary collections: the Michael Kors Collection line, the MICHAEL Michael Kors line and the Michael Kors Mens line. The Michael Kors Collection establishes the aesthetic authority of the entire brand and is carried by select retail stores, our e-commerce sites, as well as in the finest luxury department stores in the world. MICHAEL Michael Kors has a strong focus on accessories, in addition to offering ready-to-wear and footwear. We have also been developing our men’s business in recognition of the significant opportunity afforded by the Michael Kors brand’s established fashion authority and the expanding men’s market. Taken together, our Michael Kors collections target a broad customer base while retaining our premium luxury image.

Previous wording

On April 8, 2025, our Board of Directors made the decision to sell Versace to Prada, and a definitive agreement was entered into on April 10, 2025. Accordingly, we determined the Versace business met held-for-sale and discontinued operations accounting criteria beginning in Fiscal 2026 and we began to separately report the results of this business as discontinued operations in our consolidated statements of operations and comprehensive income (loss) and to present the related assets and liabilities as held for sale in our consolidated balance sheets for the first quarter ended June 28, 2025. These changes have been applied to all periods presented. Unless otherwise noted, discussion within this management’s discussion and analysis of financial condition and results of operations relates to our continuing operations. Refer to Note 4 - "Discontinued Operations" to the accompanying consolidated financial statements for additional information.

Current wording

On April 8, 2025, our Board of Directors made the decision to sell Versace to Prada, and a definitive agreement was entered into on April 10, 2025. Accordingly, we determined the Versace business met held-for-sale and discontinued operations accounting criteria during the first quarter of Fiscal 2026 and we began to separately report the results of this business as discontinued operations in our consolidated statements of operations and comprehensive (loss) income and to present the related assets and liabilities as held for sale in our consolidated balance sheets for the second quarter ended September 27, 2025. These changes have been applied to all periods presented. Unless otherwise noted, discussion within this management’s discussion and analysis of financial condition and results of operations relates to our continuing operations. Refer to Note 4 - "Discontinued Operations" to the accompanying consolidated financial statements for additional information.

Previous wording

Termination of the Agreement and Plan of Merger

Current wording

Termination of the Agreement and Plan of Merger with Tapestry

Previous wording

Macroeconomic conditions and inflationary pressures. Global economic conditions, including inflation, political instability due to war or other geopolitical factors and other macroeconomic uncertainty and the related impact on levels of consumer spending worldwide impacted our business in the first three months of Fiscal 2026, and are likely to continue to impact our business and the luxury accessories, footwear and apparel industry overall for the foreseeable future. Purchases of discretionary luxury items, such as the accessories, footwear and apparel that we produce, tend to decline when disposable income is lower or when there are inflationary pressures or other economic uncertainty which could negatively affect our financial condition and results of operations.

Current wording

Macroeconomic conditions and inflationary pressures. Global economic conditions, including inflation, political instability due to war or other geopolitical factors and other macroeconomic uncertainty and the related impact on levels of consumer spending worldwide impacted our business in the first half of Fiscal 2026, and are likely to continue to impact our business and the luxury accessories, footwear and apparel industry overall for the foreseeable future. Purchases of discretionary luxury items, such as the accessories, footwear and apparel that we produce, tend to decline when disposable income is lower or when there are inflationary pressures or other economic uncertainty which could negatively affect our financial condition and results of operations.

Previous wording

We generate revenue through the sale of Jimmy Choo luxury goods through directly operated Jimmy Choo retail and outlet stores throughout the Americas, certain parts of EMEA and certain parts of Asia, through our 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 tradename 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.

Current wording

We generate revenue through the sale of Jimmy Choo luxury goods through directly operated Jimmy Choo retail and outlet stores throughout the Americas, certain parts of EMEA and certain parts of Asia, through our e-commerce sites. In addition, revenue is generated through wholesale sales of luxury goods to distribution partners (including geographic licensing arrangements that allow third parties to use the Jimmy Choo tradename 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, as well as 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.

Previous wording

In addition to the reportable segments discussed above, we have certain corporate costs that are not directly attributable to our brands and, therefore, are not allocated to segments. Such costs primarily include certain administrative, corporate occupancy, shared service and information technology systems expenses, including enterprise resource planning system implementation costs and Capri transformation program costs. In addition, certain other costs are not allocated to segments, including transaction related costs and restructuring and other expense. The segment structure is consistent with how our chief operating decision maker plans and allocates resources, manages the business and assesses performance.

Current wording

In addition to the reportable segments discussed above, we have certain corporate costs that are not directly attributable to our brands and, therefore, are not allocated to segments. Such costs primarily include certain administrative, corporate occupancy, shared service and information technology systems expenses, including enterprise resource planning system implementation costs and Capri transformation program costs. In addition, certain other costs are not allocated to segments, including transaction related costs, impairment charges and restructuring and other expense. The segment structure is consistent with how our chief operating decision maker plans and allocates resources, manages the business and assesses performance.

Previous wording

The following table presents our total revenue and income from operations by segment for the three months ended June 28, 2025 and June 29, 2024 (in millions):

Current wording

The following table presents our total revenue and income from operations by segment for the three and six months ended September 27, 2025 and September 28, 2024 (in millions):

Previous wording

Total revenue decreased $51 million, or 6.0%, to $797 million for the three months ended June 28, 2025, compared to $848 million for the three months ended June 29, 2024, which included net favorable foreign currency effects of approximately $14 million, as a result of the weakening of the United States dollar compared to all major currencies in which we operate. On a constant currency basis, our total revenue decreased $65 million, or 7.7%.

Current wording

Total revenue decreased $22 million, or 2.5%, to $856 million for the three months ended September 27, 2025, compared to $878 million for the three months ended September 28, 2024, which included net favorable foreign currency effects of approximately $15 million, primarily as a result of the weakening of the United States dollar compared to the Euro and British Pound. On a constant currency basis, our total revenue decreased $37 million, or 4.2%.

Previous wording

•Michael Kors revenue decreased $40 million, or 5.9%, to $635 million for the three months ended June 28, 2025, compared to $675 million for the three months ended June 29, 2024, which included favorable foreign currency effects of $9 million. On a constant currency basis, revenue decreased $49 million, or 7.3%, primarily attributable to a continued slowdown in demand for fashion luxury goods, particularly in North America and Asia, as well as the result of certain strategic initiatives previously put in place at Michael Kors that did not perform as expected, partially offset by increased revenue in EMEA. See Note 5 to the accompanying consolidated financial statements for additional information.

Current wording

•Michael Kors revenue decreased $13 million, or 1.8%, to $725 million for the three months ended September 27, 2025, compared to $738 million for the three months ended September 28, 2024, which included favorable foreign currency effects of $11 million. On a constant currency basis, revenue decreased $24 million, or 3.3%, primarily due to the result of certain strategic initiatives previously put in place at Michael Kors that did not perform as expected, as well as a decrease in promotions. See Note 5 to the accompanying consolidated financial statements for additional information.

Previous wording

•Jimmy Choo revenues decreased $11 million, or 6.4%, to $162 million for the three months ended June 28, 2025, compared to $173 million for the three months ended June 29, 2024, which included favorable foreign currency effects of $5 million. On a constant currency basis, revenue decreased $16 million, or 9.2%, primarily attributable to a continued slowdown in demand for fashion luxury goods, particularly in North America and Asia.

Current wording

•Jimmy Choo revenues decreased $9 million, or 6.4%, to $131 million for the three months ended September 27, 2025, compared to$140 million for the three months ended September 28, 2024, which included favorable foreign currency effects of $4 million. On a constant currency basis, revenue decreased $13 million, or 9.3%, primarily attributable to a continued slowdown in demand for certain categories of fashion luxury goods, particularly in EMEA and Asia.

Previous wording

•Jimmy Choo gross profit decreased $2 million, or 1.7%, to $114 million for the three months ended June 28, 2025, compared to $116 million for the three months ended June 29, 2024. The 330 basis point increase in gross profit margin was primarily attributable to favorable channel mix compared to the prior year.

Current wording

•Jimmy Choo gross profit decreased $4 million, or 4.2%, to $92 million for the three months ended September 27, 2025, compared to $96 million for the three months ended September 28, 2024. The 160 basis point increase in gross profit margin was primarily due to favorable channel mix and higher full price sell-throughs.

Previous wording

Total operating expenses decreased $38 million, or 7.3%, to $486 million for the three months ended June 28, 2025, compared to $524 million for the three months ended June 29, 2024. Our operating expenses included a net unfavorable foreign currency impact of approximately $7 million. Total operating expenses decreased to 61.0% as a percentage of total revenue for the three months ended June 28, 2025, compared to 61.8% for the three months ended June 29, 2024. The components that comprise total operating expenses are explained below.

Current wording

Total operating expenses decreased $19 million, or 3.4%, to $534 million for the three months ended September 27, 2025, compared to $553 million for the three months ended September 28, 2024. Our operating expenses included a net unfavorable foreign currency impact of approximately $10 million. Total operating expenses decreased to 62.4% as a percentage of total revenue for the three months ended September 27, 2025, compared to 63.0% for the three months ended September 28, 2024. The components that comprise total operating expenses are explained below.

Previous wording

Selling, general and administrative expenses decreased $36 million, or 7.3%, to $455 million for the three months ended June 28, 2025, compared to $491 million for the three months ended June 29, 2024. As a percentage of total revenue, selling, general and administrative expenses decreased to 57.1% for the three months ended June 28, 2025, compared to 57.9% for the three months ended June 29, 2024.

Current wording

Selling, general and administrative expenses decreased $16 million, or 3.2%, to $481 million for the three months ended September 27, 2025, compared to $497 million for the three months ended September 28, 2024. As a percentage of total revenue, selling, general and administrative expenses decreased to 56.2% for the three months ended September 27, 2025, compared to 56.6% for the three months ended September 28, 2024.

Previous wording

Unallocated corporate expenses, which are included within selling, general and administrative expenses discussed above, but are not directly attributable to a reportable segment, decreased $17 million, or 27.4%, to $45 million for the three months ended June 28, 2025 as compared to $62 million for the three months ended June 29, 2024, primarily due to a decrease in professional fees related to certain Capri transformation projects which are now complete and the absence of transaction related costs incurred in the prior year.

Current wording

Unallocated corporate expenses, which are included within selling, general and administrative expenses discussed above, but are not directly attributable to a reportable segment, decreased $12 million, or 20.0%, to $48 million for the three months ended September 27, 2025 as compared to $60 million for the three months ended September 28, 2024, primarily due to a decrease in professional fees related to certain Capri transformation projects which are now complete and the absence of transaction related costs incurred in the prior year.

Previous wording

During each of the three months ended June 28, 2025 and June 29, 2024, we recorded expense of $1 million primarily related to store closure costs, partially offset by gains on lease terminations. See Note 10 to the accompanying consolidated financial statements for additional information.

Current wording

During the three months ended September 27, 2025 and September 28, 2024, we recorded expenses of $2 million and $1 million, respectively, primarily related to store closure costs. See Note 10 to the accompanying consolidated financial statements for additional information.

Previous wording

Income from operations was $16 million for the three months ended June 28, 2025, compared to $11 million for the three months ended June 29, 2024. Income from operations as a percentage of total revenue was 2.0% for the three months ended June 28, 2025, compared to 1.3% for the three months ended June 29, 2024.

Current wording

Loss from operations was $12 million for the three months ended September 27, 2025, compared to $6 million for the three months ended September 28, 2024. Loss from operations as a percentage of total revenue was 1.4% for the three months ended September 27, 2025, compared to 0.7% for the three months ended September 28, 2024.

Previous wording

•Michael Kors recorded income from operations of $63 million for the three months ended June 28, 2025, compared to $75 million for the three months ended June 29, 2024. Operating margin decreased from 11.1% for the three months ended June 29, 2024, to 9.9% for the three months ended June 28, 2025, primarily due to deleveraging of operating expenses on lower revenues compared to the prior year.

Current wording

•Jimmy Choo recorded a loss from operations of $9 million for the three months ended September 27, 2025 compared to $5 million for the three months ended September 28, 2024. Operating margin decreased from a loss of 3.6% for the three months ended September 28, 2024 to 6.9% for the three months ended September 27, 2025, primarily due to deleveraging of operating expenses on lower revenues compared to the prior year.

Previous wording

For the three months ended June 28, 2025, we recognized $18 million of interest income compared to $4 million of interest income for the three months ended June 29, 2024. The $14 million improvement in interest income, net, is primarily due to higher interest income from our net investment hedges and lower average borrowings and effective interest rates on our outstanding debt (see Note 11 and Note 14 to the accompanying consolidated financial statements for additional information).

Current wording

For the three months ended September 27, 2025, we recognized $17 million of interest income compared to $10 million of interest income for the three months ended September 28, 2024. The $7 million improvement in interest income, net, is primarily due to higher interest income from our net investment hedges and lower effective interest rates on our outstanding debt (see Note 11 and Note 14 to the accompanying consolidated financial statements for additional information).

Previous wording

For the three months ended June 28, 2025, we recognized a net foreign currency gain of $5 million compared to a loss of $4 million for the three months ended June 29, 2024, primarily attributable to the remeasurement of intercompany balances between certain of our subsidiaries.

Current wording

For the three months ended September 27, 2025, we recognized a net foreign currency loss of $3 million compared to a gain of $11 million for the three months ended September 28, 2024, primarily attributable to the remeasurement of intercompany balances between certain of our subsidiaries.

Previous wording

On January 10, 2025, the United States Treasury and the IRS issued final regulations that address several long-standing issues related to dual consolidated losses and introduce new rules for disregarded payment losses. The changes related to disregarded payment losses could impact how we utilize certain deductions and losses to offset our U.S. income as part of our global financing activities beginning in Fiscal 2027. We will continue to evaluate its impact as further information becomes available.

Current wording

On January 10, 2025, the United States Treasury and the IRS issued final regulations that address several long-standing issues related to dual consolidated losses and introduce new rules for disregarded payment losses. The changes related to disregarded payment losses could impact how we utilize certain deductions and losses to offset our U.S. income as part of our global financing activities beginning in Fiscal 2027. Based upon our analysis, this is not projected to have a material impact on our consolidated financial statements.

Previous wording

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act. We are evaluating the future impact of these tax law changes on our consolidated financial statements.

Current wording

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act of 2025 (“OBBBA”) which includes, among other provisions, changes to the U.S. corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act (“Jobs Act”). Based upon our analysis, the OBBBA did not have a material impact on our consolidated financial statements.

Previous wording

Our effective tax rate may fluctuate from time to time due to the effects of changes in United States federal, state and local taxes and tax rates in foreign jurisdictions. In addition, factors such as the geographic mix of earnings, enacted tax legislation and the results of various global tax strategies, may also impact our effective tax rate in future periods.

Current wording

Our effective tax rate may fluctuate from time to time due to the effects of valuation allowance on deferred tax assets, changes in United States federal, state and local taxes and tax rates in foreign jurisdictions. In addition, factors such as the geographic mix of earnings, enacted tax legislation and the results of various global tax strategies, may also impact our effective tax rate in future periods.

Previous wording

As a result of the above, our net income was $56 million for the three months ended June 28, 2025, compared to net income of $5 million for the three months ended June 29, 2024.

Current wording

As a result of the above, our net loss was $34 million for the three months ended September 27, 2025, compared to net income of $42 million for the three months ended September 28, 2024.

Previous wording

•Michael Kors gross profit decreased $31 million, or 7.4%, to $388 million for the three months ended June 28, 2025, compared to $419 million for the three months ended June 29, 2024. The 100 basis point decrease in gross profit margin was primarily attributable to lower initial markups associated with our new pricing strategy and the unfavorable impact of recently enacted tariffs.

Current wording

•Michael Kors gross profit decreased $52 million, or 6.0%, to $818 million for the six months ended September 27, 2025, compared to $870 million for the six months ended September 28, 2024. The 150 basis point decrease in gross profit margin was primarily attributable to the unfavorable impact of recently enacted U.S. import tariffs and lower initial markups associated with our new pricing strategy.

Previous wording

•Michael Kors selling, general and administrative expenses decreased $17 million, or 5.2%, to $307 million for the three months ended June 28, 2025, compared to $324 million for the three months ended June 29, 2024. The decrease was primarily due to cost savings initiatives which resulted in lower personnel expenses and retail store related costs compared to the prior year.

Current wording

•Michael Kors selling, general and administrative expenses decreased $22 million, or 3.3%, to $646 million for the six months ended September 27, 2025, compared to $668 million for the six months ended September 28, 2024. The decrease was primarily due to cost savings initiatives which resulted in lower personnel expenses and retail store related costs compared to the prior year.

Previous wording

•Jimmy Choo selling, general and administrative expenses decreased $2 million, or 1.9%, to $103 million for the three months ended June 28, 2025, compared to $105 million for the three months ended June 29, 2024. The decrease was primarily due to cost savings initiatives which resulted in lower retail store related costs compared to the prior year.

Current wording

•Jimmy Choo selling, general and administrative expenses decreased $1 million, or 0.5%, to $197 million for the six months ended September 27, 2025, compared to $198 million for the six months ended September 28, 2024. The decrease was primarily due to cost savings initiatives which resulted in lower retail store related costs compared to the prior year.

Previous wording

Our primary sources of liquidity are the cash flows generated from our operations, along with borrowings available under our credit facilities (see below discussion regarding “Revolving Credit Facilities”) and available cash and cash equivalents. Our primary use of this liquidity is to fund the ongoing cash requirements, including our working capital needs and capital investments in our business, debt repayments, acquisitions, returns of capital, including share repurchases and other corporate activities. We believe that the cash generated from our operations, together with borrowings available under our revolving credit facilities and available cash and cash equivalents, will be sufficient to meet our working capital needs for the next 12 months and beyond, including investments made and expenses incurred in connection with our store opening and renovation plans, investments in corporate and distribution facilities, continued IT system development, e-commerce and marketing initiatives. We spent $13 million on capital expenditures during the three months ended June 28, 2025. We expect to spend approximately $110 million in Fiscal 2026, which includes Michael Kors and Jimmy Choo store renovations, as well as information technology and digital enhancements.

Current wording

Our primary sources of liquidity are the cash flows generated from our operations, along with borrowings available under our credit facilities (see below discussion regarding “Revolving Credit Facilities”) and available cash and cash equivalents. Our primary use of this liquidity is to fund the ongoing cash requirements, including our working capital needs and capital investments in our business, debt repayments, acquisitions, returns of capital, including share repurchases and other corporate activities. We believe that the cash generated from our operations, together with borrowings available under our revolving credit facilities and available cash and cash equivalents, will be sufficient to meet our working capital needs for the next 12 months and beyond, including investments made and expenses incurred in connection with our store opening and renovation plans, investments in corporate and distribution facilities, continued IT system development, e-commerce and marketing initiatives. We spent $26 million on capital expenditures during the six months ended September 27, 2025. We expect to spend approximately $110 million in Fiscal 2026, which includes Michael Kors and Jimmy Choo store renovations, as well as information technology and digital enhancements. Additionally, we expect to receive the proceeds from the sale of the Versace business in Fiscal 2026 for an aggregate purchase price of $1.375 billion in cash, subject to certain adjustments.

Previous wording

Cash Provided by Operating Activities

Current wording

Cash (Used in) Provided by Operating Activities

Previous wording

Net cash provided by operating activities was $20 million during the three months ended June 28, 2025, as compared to net cash provided by in operating activities of $66 million for the three months ended June 29, 2024. The decrease in net cash provided by operating activities was primarily attributable to earlier receipt of inventory in the current year along with the timing of tax payments made compared to the prior year.

Current wording

Net cash used in operating activities was $13 million during the six months ended September 27, 2025, as compared to net cash provided by operating activities of $138 million for the six months ended September 28, 2024. The increase in net cash used in operating activities was primarily attributable to the timing of payments for both accounts receivable and accounts payable and a decrease in net income after non-cash adjustments, partially offset by lower inventory purchases in the current year.

Previous wording

Net cash used in investing activities was $13 million during the three months ended June 28, 2025, as compared to net cash used in investing activities of $25 million during the three months ended June 29, 2024. The decrease in net cash used in investing activities was primarily attributable to the $9 million acquisition of an Italian shoe manufacturer in the prior year.

Current wording

Net cash used in investing activities was $26 million during the six months ended September 27, 2025, as compared to net cash used in investing activities of $45 million during the six months ended September 28, 2024. The decrease in net cash used in investing activities were primarily attributable to lower capital expenditures of $10 million in the current fiscal year and the $9 million acquisition of an Italian shoe manufacturer which occurred in the prior fiscal year.

Previous wording

Net cash provided by financing activities was $94 million during the three months ended June 28, 2025, as compared to net cash used in financing activities of $9 million during the three months ended June 29, 2024. The increase in cash provided by financing activities of $103 million was primarily attributable to higher net debt borrowings of $101 million.

Current wording

Net cash provided by financing activities was $187 million during the six months ended September 27, 2025, as compared to net cash used in financing activities of $67 million during the six months ended September 28, 2024. The increase in cash provided by financing activities of $254 million was primarily attributable to higher net debt borrowings of $250 million.

Previous wording

(3)The balance as of June 28, 2025 primarily consists of $21 million related to our supplier financing program recorded within short-term debt in our consolidated balance sheets and $6 million of other loans recorded as long-term debt on our consolidated balance sheets. The balance as of March 29, 2025 consists of $24 million related to our supplier finance program recorded within short-term debt on our consolidated balance sheets and $5 million of other loans recorded as long-term debt in our consolidated balance sheets.

Current wording

(3)The balance as of September 27, 2025 primarily consists of $11 million related to our supplier financing program recorded within short-term debt in our consolidated balance sheets and $5 million of other loans recorded as long-term debt on our consolidated balance sheets. The balance as of March 29, 2025 consists of $24 million related to our supplier finance program recorded within short-term debt on our consolidated balance sheets and $5 million of other loans recorded as long-term debt in our consolidated balance sheets.

Previous wording

The following table presents our treasury share repurchases during the three months ended June 28, 2025 and June 29, 2024 (in millions):

Current wording

The following table presents our treasury share repurchases during the six months ended September 27, 2025 and September 28, 2024 (dollars in millions):

Previous wording

On November 9, 2022, we announced that our Board of Directors approved a two-year share repurchase program to purchase up to $1.0 billion of our outstanding ordinary shares. Share repurchases may be made in open market or privately negotiated transactions and/or pursuant to Rule 10b5-1 trading plans, subject to market conditions, applicable legal requirements, trading restrictions under the Company’s insider trading policy and other relevant factors. However, pursuant to the terms of the previously terminated Merger Agreement, and subject to certain limited exceptions, we were prohibited from repurchasing our ordinary shares other than the acceptance of our ordinary shares as payment of the exercise price of our options or for withholding taxes with respect of our equity awards. Accordingly, we did not repurchase any of our ordinary shares during the pendency of the Merger Agreement pursuant to the share repurchase program. The share repurchase program expired on November 9, 2024.

Current wording

On November 9, 2022, we announced that our Board of Directors approved a two-year share repurchase program to purchase up to $1.0 billion of our outstanding ordinary shares which expired on November 9, 2024. Share repurchases were permitted to be made in open market or privately negotiated transactions and/or pursuant to Rule 10b5-1 trading plans, subject to market conditions, applicable legal requirements, trading restrictions under our insider trading policy and other relevant factors. However, pursuant to the terms of the Merger Agreement, and subject to certain limited exceptions, we were prohibited from repurchasing our ordinary shares other than the acceptance of our ordinary shares as payment of the exercise price of our options or for withholding taxes with respect of our equity awards. Accordingly, we did not repurchase any of our ordinary shares during the pendency of the Merger Agreement through the expiration date of the share repurchase program.

Previous wording

We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. Our off-balance sheet commitments relating to our outstanding letters of credit were $27 million at June 28, 2025, including $25 million in letters of credit issued outside of the 2025 Credit Facilities. In addition, as of June 28, 2025, bank guarantees of approximately $31 million were supported by our various credit facilities. We do not have any other off-balance sheet arrangements or relationships with entities that are not consolidated into our financial statements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

Current wording

We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. Our off-balance sheet commitments relating to our outstanding letters of credit were $30 million at September 27, 2025, including $29 million in letters of credit issued outside of the 2025 Credit Facilities. In addition, as of September 27, 2025, bank guarantees of approximately $47 million were supported by our various credit facilities. We do not have any other off-balance sheet arrangements or relationships with entities that are not consolidated into our financial statements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.