SecProbe.io

CORRESP
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Response Letter

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New York, NY 10019-6064

 December 9, 2011

VIA EDGAR

 Division of
Corporate Finance

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention: John Reynolds

 Michael Kors Holdings Limited

 Response to Comment Letter to

Registration Statement on Form F-1, Filed December 2, 2011 (File No. 333-178282)

 Ladies and Gentlemen:

On behalf of Michael Kors Holdings Limited (the “Company”), we enclose the accompanying changed pages
(the “Changed Pages”) to the Registration Statement (the “Registration Statement”) on Form F-1 of the Company, filed with the Securities and Exchange Commission (the “Commission”) on
December 2, 2011 (File No. 333-178282), marked to indicate changes from the Registration Statement.

 Securities and Exchange Commission

 December 9, 2011

  Page
 2

 The Changed Pages reflect the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter from John Reynolds, dated December 9, 2011 (the
“Comment Letter”). The discussion below is presented in the order of the numbered comments in the Comment Letter. For your convenience, references in the responses to page numbers are to the Changed Pages.

The Company has asked us to convey the following as its responses to the Staff:

General

1.
 We remind you that the outstanding comments regarding your application for confidential treatment must be cleared prior to your request for
effectiveness.

 Response to Comment 1

The Company understands that the outstanding comments regarding its application for confidential treatment must be
cleared prior to its request for effectiveness.

 Summary Historical Consolidated Financial and Other Data, page 8

2.
 Please label “weighted average ordinary shares outstanding” and the “net income per ordinary share” with footnote (4) as
it appears that these values give effect to the Share Split and the conversion of all outstanding preference shares into ordinary shares immediately prior to the completion of the offering.

Response to Comment 2

 The Registration Statement has been revised in response to the Staff’s comment. Please see pages 9 and 31 of the Changed Pages.

 Consolidated Financial Statements

 Notes to Consolidated Financial
Statements

 1. Business and Basis of Presentation, page F-7

3.
 It appears that your disclosure here which states that the 3.8 to 1 share split occurred on November 30, 2011 is inconsistent with the
disclosure presented on page 7 which states the share split occurred on December 1, 2011. Please clarify or revise.

 Securities and Exchange Commission

 December 9, 2011

  Page
 3

 Response to Comment 3

 The Registration Statement has been revised in response to the Staff’s comment. Please see page 7 of
the Changed Pages.

 If you have any questions concerning the above responses, please do not hesitate to
contact either the undersigned at (212) 373-3331 or John C. Kennedy at (212) 373-3025.

 Sincerely,

 /s/ Ben A. Stacke

Ben A. Stacke

cc:
 Lee S. Sporn, Esq.

 Michael Kors Holdings Limited

 Richard D. Truesdell Jr., Esq.

 Davis Polk & Wardwell LLP

 SUMMARY TERMS OF THE OFFERING

The summary below describes the principal terms of this offering. The “Description of Share Capital” section of
this prospectus contains a more detailed description of the ordinary shares.

 Ordinary shares offered by us

 We are not selling any ordinary shares in this offering.

 Ordinary shares offered by the selling shareholders

 41,700,000 ordinary shares.

 Ordinary shares to be outstanding immediately after this offering

 Immediately after this offering, we will have 190,792,875 ordinary shares issued and outstanding.

 Over-allotment Option

 The selling shareholders have granted the underwriters the right to purchase an additional 6,255,000 ordinary shares within 30 days from the date of this prospectus to cover
over-allotments, if any.

 Use of Proceeds

 The selling shareholders will receive all of the net proceeds from the sale of the ordinary shares offered under this prospectus. Accordingly, we will not receive any
proceeds from the sale of ordinary shares in this offering.

 Voting Rights

 Holders of our ordinary shares are entitled to one vote per ordinary share in all shareholder meetings. See “Description of Share Capital—Ordinary Shares.”

 Dividend Policy

 We do not expect to pay any dividends or other distributions on our ordinary shares in the foreseeable future. We currently intend to retain future earnings. See
“Dividend Policy.”

 Listing

 We have been authorized to list our ordinary shares on the NYSE under the symbol “KORS.”

 Risk Factors

 Investing in our ordinary shares involves substantial risks. See “Risk Factors” for a description of certain of the risks you should consider before investing in
our ordinary shares.

 The number of ordinary shares outstanding after this offering excludes
19,240,284 stock options granted and outstanding pursuant to the Amended and Restated Michael Kors (USA), Inc. Stock Option Plan (the “Stock Option Plan”) as of December 1, 2011 at a weighted average exercise price of $4.48 per ordinary
share, 2,513,384 ordinary shares subject to grants of stock options, restricted shares and restricted stock units under the Amended and Restated Michael Kors Holdings Limited Omnibus Incentive Plan (the “Equity Plan”) (in the case of stock
options, at an exercise price equal to the initial public offering price) and 12,732,616 ordinary shares reserved for future issuance under the Equity Plan. See “Management—Compensation of Executive Officers and Directors.”

 Unless we indicate otherwise, all information in this prospectus:

•

 assumes that the underwriters do not exercise their option to purchase from the selling shareholders up to 6,255,000 ordinary shares to cover
over-allotments, if any; and

•

 gives effect to (i) the Reorganization, (ii) a 3.8-to-1 split of our ordinary shares (the “Share Split”) that occurred on
November 30, 2011, (iii) the conversion of all outstanding preference shares of the Company into 41,256,025 ordinary shares immediately prior to the completion of this offering and (iv) the exercise of stock options to acquire
1,736,567 ordinary shares prior to the completion of this offering.

 7

Six Months Ended

Fiscal Years Ended

October 1,
2011

October 2,
2010

April 2,
2011

April 3,
2010

March 28,
2009

(data presented in thousands, except for shares and per share data)

 Statements of Operations Data:

 Net sales

$
520,207

$
322,440

$
757,800

$
483,452

$
377,058

 Royalty revenue

28,451

18,444

45,539

24,647

20,016

 Total revenue

548,658

340,884

803,339

508,099

397,074

 Cost of goods sold

236,589

155,704

357,274

241,365

208,283

 Gross Profit

312,069

185,180

446,065

266,734

188,791

 Selling, general and administrative expenses

190,799

121,361

279,822

191,717

147,490

 Depreciation and amortization

17,016

11,680

25,543

18,843

14,020

 Impairment of long-lived assets

—

2,838

3,834

—

3,043

 Total operating expenses

207,815

135,879

309,199

210,560

164,553

 Income from operations

104,254

49,301

136,866

56,174

24,238

 Interest expense

660

1,230

1,861

2,057

1,600

 Foreign currency loss (income)

(1,729
)

(387
)

1,786

(830
)

391

 Income before provision for income taxes

105,323

48,458

133,219

54,947

22,247

 Provision for income taxes

40,602

21,115

60,713

15,699

9,208

 Net income

64,721

27,343

72,506

39,248

13,039

 Net income applicable to preference shareholders

14,173

5,894

15,629

8,460

2,811

 Net income available for ordinary shareholders

$
50,548

$
21,449

$
56,877

$
30,788

$
10,228

 Weighted average ordinary shares
outstanding(1):

 Basic

143,554,974

140,554,377

140,554,377

140,554,377

140,554,377

 Diluted

183,378,696

179,177,268

179,177,268

179,177,268

179,177,268

 Net income per ordinary share(2):

 Basic

$
0.35

$
0.15

$
0.40

$
0.22

$
0.07

 Diluted

$
0.35

$
0.15

$
0.40

$
0.22

$
0.07

 Pro forma net income(3)(4):

$
61,624

$
69,410

 Pro forma weighted average ordinary shares
outstanding(4):

 Basic

183,378,696

179,177,251

 Diluted

188,310,721

183,057,144

 Pro forma net income per ordinary
share(3)(4):

 Basic

$
0.34

$
0.39

 Diluted

$
0.33

$
0.38

(1)
 Gives effect to the Reorganization and the Share Split. See “Certain Relationships and Related Party Transactions—Reorganization
Transactions and Preference Share Sale.”

(2)
 Basic net income per ordinary share is computed by dividing net income available to ordinary shareholders by basic weighted average ordinary shares
outstanding. Diluted net income per ordinary share assumes the conversion of preference shares to ordinary shares and is computed by dividing net income by diluted weighted average ordinary shares outstanding.

(3)
 See “Unaudited Pro Forma Financial Data.”

(4)
 Gives effect to the Reorganization, the Share Split and the conversion of all outstanding preference shares of the Company into ordinary shares
immediately prior to the completion of this offering.

 9

 SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

 The following table sets forth selected historical consolidated financial and other data for Michael Kors
Holdings Limited and its consolidated subsidiaries for the periods presented. The statements of operations data for Fiscal 2011, 2010 and 2009 and the balance sheet data as of the end of Fiscal 2011 and 2010 have been derived from our audited
consolidated financial statements included elsewhere in this prospectus. The statements of operations data for the six months ended October 1, 2011 and the six months ended October 2, 2010 and the balance sheet data as of October 1, 2011 have been
derived from our unaudited consolidated financial statements, which are included in this prospectus. Our results of operations for the six months ended October 1, 2011 are not necessarily indicative of the results that can be expected for the full
year or any future period. The statements of operations data for Fiscal 2008 and 2007 and the balance sheet data as of the end of Fiscal 2009, 2008 and 2007 and as of October 2, 2010 have been derived from our unaudited consolidated financial
statements, which are not included in this prospectus.

 The selected historical consolidated financial data
below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus.

Six Months Ended

Fiscal Years Ended

 October 1,
2011

 October 2,

2010

 April 2,

2011

 April 3,

2010

 March 28,
2009

 March 31,
2008

 March 31,
2007

(data presented in thousands, except for shares and per share data)

 Statements of Operations Data:

 Net sales

$
520,207

$
322,440

$
757,800

$
483,452

$
377,058

$
296,176

$
197,442

 Royalty revenue

28,451

18,444

45,539

24,647

20,016

16,479

13,310

 Total revenue

548,658

340,884

803,339

508,099

397,074

312,655

210,752

 Cost of goods sold

236,589

155,704

357,274

241,365

208,283

165,947

117,829

 Gross profit

312,069

185,180

446,065

266,734

188,791

146,708

92,923

 Selling, general and administrative expenses

190,799

121,361

279,822

191,717

147,490

108,407

75,369

 Depreciation and amortization

17,016

11,680

25,543

18,843

14,020

10,289

9,063

 Impairment of long-lived assets

—

2,838

3,834

—

3,043

1,844

7

 Total operating expenses

207,815

135,879

309,199

210,560

164,553

120,540

84,439

 Income from operations

104,254

49,301

136,866

56,174

24,238

26,168

8,484

 Interest expense

660

1,230

1,861

2,057

1,600

2,760

2,900

 Foreign currency loss (income)

(1,729
)

(387
)

1,786

(830
)

391

(147
)

(21
)

 Income before provision for income taxes

105,323

48,458

133,219

54,947

22,247

23,555

5,605

 Provision (benefit) for income taxes

40,602

21,115

60,713

15,699

9,208

(36,562
)

2,075

 Net income

64,721

27,343

72,506

39,248

13,039

60,117

3,530

 Net income applicable to preference shareholders

14,173

5,894

15,629

8,460

2,811

12,959

761

 Net income available for ordinary
shareholders

$
50,548

$
21,449

$
56,877

$
30,788

$
10,228

$
47,158

$
2,769

 Weighted average ordinary shares
outstanding(1):

 Basic

143,554,974

140,554,377

140,554,377

140,554,377

140,554,377

140,554,377

140,554,377

 Diluted

183,378,696

179,177,268

179,177,268

179,177,268

179,177,268

179,177,268

179,177,268

 Net income per ordinary share(2):

 Basic

$
0.35

$
0.15

$
0.40

$
0.22

$
0.07

$
0.34

$
0.02

 Diluted

$
0.35

$
0.15

$
0.40

$
0.22

$
0.07

$
0.34

$
0.02

(1)
 Gives effect to the Reorganization and the Share Split. See “Certain Relationships and Related Party Transactions—Reorganization
Transactions and Preference Share Sale.”

(2)
 Basic net income per ordinary share is computed by dividing net income available to ordinary shareholders by basic weighted average ordinary shares
outstanding. Diluted net income per ordinary share assumes the conversion of preference shares to ordinary shares and is computed by dividing net income by diluted weighted average ordinary shares outstanding.

 31