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Delaware
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95-3679695
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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1444 South Alameda Street
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Los Angeles, California
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90021
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
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|||||||
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Aug 1,
2015 |
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Jan 31,
2015 |
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(unaudited)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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470,946
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$
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483,483
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Accounts receivable, net
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198,735
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216,205
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Inventories
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335,460
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319,078
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Other current assets
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85,013
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92,593
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Total current assets
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1,090,154
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1,111,359
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Property and equipment, net
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241,579
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259,524
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Goodwill
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33,766
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34,133
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Other intangible assets, net
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8,009
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9,745
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Long-term deferred tax assets
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66,513
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68,747
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Other assets
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123,591
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117,897
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$
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1,563,612
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$
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1,601,405
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Current portion of capital lease obligations
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$
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4,840
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$
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1,548
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Accounts payable
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159,244
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159,924
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Accrued expenses
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155,132
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140,494
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Total current liabilities
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319,216
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301,966
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Long-term debt and capital lease obligations
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2,057
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6,165
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Deferred rent and lease incentives
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78,820
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81,761
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Other long-term liabilities
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99,721
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117,630
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499,814
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507,522
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Redeemable noncontrolling interests
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5,349
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4,437
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Commitments and contingencies (Note 12)
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Stockholders’ equity:
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Preferred stock, $.01 par value. Authorized 10,000,000 shares; no shares issued and outstanding
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—
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—
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Common stock, $.01 par value. Authorized 150,000,000 shares; issued
139,975,804 and 139,559,000 shares, outstanding 85,763,440
and 85,323,154 shares, as of August 1, 2015 and January 31, 2015, respectively
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858
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853
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Paid-in capital
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459,838
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453,546
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Retained earnings
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1,247,339
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1,265,524
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Accumulated other comprehensive loss
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(142,804
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)
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(127,065
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)
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Treasury stock,
54,212,364
and 54,235,846 shares as of August 1, 2015 and January 31, 2015, respectively
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(518,778
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)
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(519,002
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)
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Guess?, Inc. stockholders’ equity
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1,046,453
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1,073,856
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Nonredeemable noncontrolling interests
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11,996
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15,590
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Total stockholders’ equity
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1,058,449
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1,089,446
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$
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1,563,612
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$
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1,601,405
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GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
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|||||||||||||||
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Three Months Ended
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Six Months Ended
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Aug 1,
2015 |
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Aug 2,
2014 |
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Aug 1,
2015 |
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Aug 2,
2014 |
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Net earnings
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$
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18,479
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$
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22,272
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$
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22,466
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$
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20,085
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Other comprehensive income (loss) (“OCI”):
|
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||||||
Foreign currency translation adjustment
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|
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||||||||
Gains (losses) arising during the period
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(20,933
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)
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(19,708
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)
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(21,636
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)
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2,542
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Derivative financial instruments designated as cash flow hedges
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||||||
Gains (losses) arising during the period
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5,721
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1,867
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4,426
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(812
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)
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Less income tax effect
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(1,137
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)
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(515
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)
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(768
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)
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106
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Reclassification to net earnings for
(gains)
losses realized
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(3,523
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)
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290
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(5,759
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)
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|
815
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|
||||
Less income tax effect
|
511
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|
|
391
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|
812
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370
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Marketable securities
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Losses arising during the period
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(7
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)
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(40
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)
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(14
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)
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(66
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)
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Less income tax effect
|
3
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15
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6
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25
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Reclassification to net earnings for gains realized
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—
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—
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—
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(87
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)
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Less income tax effect
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—
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—
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—
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33
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Defined benefit plans
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Actuarial gain
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11,378
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—
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11,378
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—
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Less income tax effect
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(4,352
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)
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—
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(4,352
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)
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—
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Actuarial loss amortization
|
430
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235
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943
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|
469
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Prior service credit
amortization
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(39
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)
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(58
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)
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(97
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)
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(116
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)
|
||||
Curtailment
|
(1,651
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)
|
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—
|
|
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(1,651
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)
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|
—
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||||
Less income tax effect
|
522
|
|
|
(68
|
)
|
|
373
|
|
|
(135
|
)
|
||||
Total comprehensive income
|
5,402
|
|
|
4,681
|
|
|
6,127
|
|
|
23,229
|
|
||||
Less comprehensive income
(loss)
attributable to noncontrolling interests:
|
|
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|
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|
||||||
Net earnings
|
190
|
|
|
318
|
|
|
836
|
|
|
232
|
|
||||
Foreign currency translation adjustment
|
(236
|
)
|
|
(284
|
)
|
|
(600
|
)
|
|
117
|
|
||||
Amounts attributable to noncontrolling interests
|
(46
|
)
|
|
34
|
|
|
236
|
|
|
349
|
|
||||
Comprehensive income attributable to Guess?, Inc.
|
$
|
5,448
|
|
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$
|
4,647
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|
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$
|
5,891
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$
|
22,880
|
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GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|||||||
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Six Months Ended
|
||||||
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Aug 1,
2015 |
|
Aug 2,
2014 |
||||
Cash flows from operating activities:
|
|
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Net earnings
|
$
|
22,466
|
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|
$
|
20,085
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
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Depreciation and amortization of property and equipment
|
35,363
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|
|
41,363
|
|
||
Amortization of intangible assets
|
1,080
|
|
|
1,291
|
|
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Share-based compensation expense
|
8,052
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|
|
7,613
|
|
||
Unrealized forward contract gains
|
(1,979
|
)
|
|
(1,047
|
)
|
||
Net (gain) loss on disposition of long-term assets and property and equipment
|
(171
|
)
|
|
5,986
|
|
||
Other items, net
|
167
|
|
|
847
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
12,943
|
|
|
42,381
|
|
||
Inventories
|
(21,791
|
)
|
|
(43,485
|
)
|
||
Prepaid expenses and other assets
|
(5,624
|
)
|
|
(8,484
|
)
|
||
Accounts payable and accrued expenses
|
18,432
|
|
|
(30,286
|
)
|
||
Deferred rent and lease incentives
|
(2,455
|
)
|
|
(442
|
)
|
||
Other long-term liabilities
|
(9,747
|
)
|
|
(5,459
|
)
|
||
Net cash provided by operating activities
|
56,736
|
|
|
30,363
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(24,963
|
)
|
|
(32,316
|
)
|
||
Changes in other assets
|
1,768
|
|
|
319
|
|
||
Proceeds from sale of investment
|
—
|
|
|
598
|
|
||
Acquisition of businesses, net of cash acquired
|
(846
|
)
|
|
(309
|
)
|
||
Net cash settlement of forward contracts
|
6,814
|
|
|
(842
|
)
|
||
Net cash used in investing activities
|
(17,227
|
)
|
|
(32,550
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payment of debt issuance costs
|
(945
|
)
|
|
—
|
|
||
Proceeds from borrowings
|
581
|
|
|
786
|
|
||
Repayment of capital lease obligations and borrowings
|
(756
|
)
|
|
(3,720
|
)
|
||
Dividends paid
|
(38,520
|
)
|
|
(38,455
|
)
|
||
Noncontrolling interest capital distributions
|
(3,830
|
)
|
|
—
|
|
||
Issuance of common stock, net of nonvested award repurchases
|
(1,052
|
)
|
|
619
|
|
||
Excess tax benefits from share-based compensation
|
79
|
|
|
148
|
|
||
Net cash used in financing activities
|
(44,443
|
)
|
|
(40,622
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
(7,603
|
)
|
|
1,383
|
|
||
Net change in cash and cash equivalents
|
(12,537
|
)
|
|
(41,426
|
)
|
||
Cash and cash equivalents at the beginning of the year
|
483,483
|
|
|
502,945
|
|
||
Cash and cash equivalents at the end of the period
|
$
|
470,946
|
|
|
$
|
461,519
|
|
|
|
|
|
||||
Supplemental cash flow data:
|
|
|
|
|
|
||
Interest paid
|
$
|
508
|
|
|
$
|
870
|
|
Income taxes paid
|
$
|
14,590
|
|
|
$
|
46,208
|
|
(1)
|
Basis of Presentation
|
(2)
|
Earnings Per Share
|
(3)
|
Stockholders’ Equity and Redeemable Noncontrolling Interests
|
|
Shares
|
|
Stockholders’ Equity
|
|
|
||||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
Guess?, Inc.
Stockholders’
Equity
|
|
Nonredeemable
Noncontrolling
Interests
|
|
Total
|
|
Redeemable
Noncontrolling
Interests
|
||||||||||
Balance at February 1, 2014
|
84,962,345
|
|
|
54,283,384
|
|
|
$
|
1,154,514
|
|
|
$
|
15,472
|
|
|
$
|
1,169,986
|
|
|
$
|
5,830
|
|
Net earnings
|
—
|
|
|
—
|
|
|
94,570
|
|
|
2,614
|
|
|
97,184
|
|
|
—
|
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(114,566
|
)
|
|
(2,141
|
)
|
|
(116,707
|
)
|
|
(788
|
)
|
||||
Gain on derivative financial instruments designated as cash flow hedges, net of income tax of ($721)
|
—
|
|
|
—
|
|
|
7,270
|
|
|
—
|
|
|
7,270
|
|
|
—
|
|
||||
Loss on marketable securities, net of income tax of $61
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
||||
Prior service credit amortization and actuarial valuation loss and related amortization on defined benefit plans, net of income tax of $2,335
|
—
|
|
|
—
|
|
|
(5,862
|
)
|
|
—
|
|
|
(5,862
|
)
|
|
—
|
|
||||
Issuance of common stock under stock compensation plans, net of tax effect
|
313,271
|
|
|
—
|
|
|
(1,937
|
)
|
|
—
|
|
|
(1,937
|
)
|
|
—
|
|
||||
Issuance of stock under Employee Stock Purchase Plan
|
47,538
|
|
|
(47,538
|
)
|
|
1,008
|
|
|
—
|
|
|
1,008
|
|
|
—
|
|
||||
Share-based compensation
|
—
|
|
|
—
|
|
|
15,342
|
|
|
—
|
|
|
15,342
|
|
|
—
|
|
||||
Dividends
|
—
|
|
|
—
|
|
|
(76,982
|
)
|
|
—
|
|
|
(76,982
|
)
|
|
—
|
|
||||
Noncontrolling interest capital distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
(355
|
)
|
|
(355
|
)
|
|
—
|
|
||||
Redeemable noncontrolling interest redemption value adjustment
|
—
|
|
|
—
|
|
|
605
|
|
|
—
|
|
|
605
|
|
|
(605
|
)
|
||||
Balance at January 31, 2015
|
85,323,154
|
|
|
54,235,846
|
|
|
$
|
1,073,856
|
|
|
$
|
15,590
|
|
|
$
|
1,089,446
|
|
|
$
|
4,437
|
|
Net
earnings
|
—
|
|
|
—
|
|
|
21,630
|
|
|
836
|
|
|
22,466
|
|
|
—
|
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(21,036
|
)
|
|
(600
|
)
|
|
(21,636
|
)
|
|
(308
|
)
|
||||
Loss on derivative financial instruments designated as cash flow hedges, net of income tax of $44
|
—
|
|
|
—
|
|
|
(1,289
|
)
|
|
—
|
|
|
(1,289
|
)
|
|
—
|
|
||||
Loss on marketable securities, net of income tax of $6
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
||||
Actuarial valuation gain (loss) and related amortization, curtailment and prior service credit amortization on defined benefit plans, net of income tax of ($3,979)
|
—
|
|
|
—
|
|
|
6,594
|
|
|
—
|
|
|
6,594
|
|
|
—
|
|
||||
Issuance of common stock under stock compensation plans, net of tax effect
|
416,804
|
|
|
—
|
|
|
(1,842
|
)
|
|
—
|
|
|
(1,842
|
)
|
|
—
|
|
||||
Issuance of stock under Employee Stock Purchase Plan
|
23,482
|
|
|
(23,482
|
)
|
|
374
|
|
|
—
|
|
|
374
|
|
|
—
|
|
||||
Share-based compensation
|
—
|
|
|
—
|
|
|
8,052
|
|
|
—
|
|
|
8,052
|
|
|
—
|
|
||||
Dividends
|
—
|
|
|
—
|
|
|
(38,658
|
)
|
|
—
|
|
|
(38,658
|
)
|
|
—
|
|
||||
Noncontrolling interest capital distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,830
|
)
|
|
(3,830
|
)
|
|
—
|
|
||||
Redeemable noncontrolling interest redemption value adjustment
|
—
|
|
|
—
|
|
|
(1,220
|
)
|
|
—
|
|
|
(1,220
|
)
|
|
1,220
|
|
||||
Balance at August 1, 2015
|
85,763,440
|
|
|
54,212,364
|
|
|
$
|
1,046,453
|
|
|
$
|
11,996
|
|
|
$
|
1,058,449
|
|
|
$
|
5,349
|
|
|
Three Months Ended Aug 1, 2015
|
||||||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Marketable Securities
|
|
Defined Benefit Plans
|
|
Total
|
||||||||||
Balance at May 2, 2015
|
$
|
(121,908
|
)
|
|
$
|
4,296
|
|
|
$
|
(7
|
)
|
|
$
|
(12,344
|
)
|
|
$
|
(129,963
|
)
|
Gains (losses) arising during the period
|
(20,697
|
)
|
|
4,584
|
|
|
(4
|
)
|
|
7,026
|
|
|
(9,091
|
)
|
|||||
Reclassification to net earnings for gains realized
|
—
|
|
|
(3,012
|
)
|
|
—
|
|
|
(738
|
)
|
|
(3,750
|
)
|
|||||
Net other comprehensive income (loss)
|
(20,697
|
)
|
|
1,572
|
|
|
(4
|
)
|
|
6,288
|
|
|
(12,841
|
)
|
|||||
Balance at August 1, 2015
|
$
|
(142,605
|
)
|
|
$
|
5,868
|
|
|
$
|
(11
|
)
|
|
$
|
(6,056
|
)
|
|
$
|
(142,804
|
)
|
|
Six Months Ended Aug 1, 2015
|
||||||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Marketable Securities
|
|
Defined Benefit Plans
|
|
Total
|
||||||||||
Balance at January 31, 2015
|
$
|
(121,569
|
)
|
|
$
|
7,157
|
|
|
$
|
(3
|
)
|
|
$
|
(12,650
|
)
|
|
$
|
(127,065
|
)
|
Gains (losses) arising during the period
|
(21,036
|
)
|
|
3,658
|
|
|
(8
|
)
|
|
7,026
|
|
|
(10,360
|
)
|
|||||
Reclassification to net earnings for gains realized
|
—
|
|
|
(4,947
|
)
|
|
—
|
|
|
(432
|
)
|
|
(5,379
|
)
|
|||||
Net other comprehensive income (loss)
|
(21,036
|
)
|
|
(1,289
|
)
|
|
(8
|
)
|
|
6,594
|
|
|
(15,739
|
)
|
|||||
Balance at August 1, 2015
|
$
|
(142,605
|
)
|
|
$
|
5,868
|
|
|
$
|
(11
|
)
|
|
$
|
(6,056
|
)
|
|
$
|
(142,804
|
)
|
|
Three Months Ended Aug 2, 2014
|
||||||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Marketable Securities
|
|
Defined Benefit Plans
|
|
Total
|
||||||||||
Balance at May 3, 2014
|
$
|
14,846
|
|
|
$
|
(1,667
|
)
|
|
$
|
33
|
|
|
$
|
(6,679
|
)
|
|
$
|
6,533
|
|
Gains (losses) arising during the period
|
(19,424
|
)
|
|
1,352
|
|
|
(25
|
)
|
|
—
|
|
|
(18,097
|
)
|
|||||
Reclassification to net earnings for losses realized
|
—
|
|
|
681
|
|
|
—
|
|
|
109
|
|
|
790
|
|
|||||
Net other comprehensive income (loss)
|
(19,424
|
)
|
|
2,033
|
|
|
(25
|
)
|
|
109
|
|
|
(17,307
|
)
|
|||||
Balance at August 2, 2014
|
$
|
(4,578
|
)
|
|
$
|
366
|
|
|
$
|
8
|
|
|
$
|
(6,570
|
)
|
|
$
|
(10,774
|
)
|
|
Six Months Ended Aug 2, 2014
|
||||||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Marketable Securities
|
|
Defined Benefit Plans
|
|
Total
|
||||||||||
Balance at February 1, 2014
|
$
|
(7,003
|
)
|
|
$
|
(113
|
)
|
|
$
|
103
|
|
|
$
|
(6,788
|
)
|
|
$
|
(13,801
|
)
|
Gains (losses) arising during the period
|
2,425
|
|
|
(706
|
)
|
|
(41
|
)
|
|
—
|
|
|
1,678
|
|
|||||
Reclassification to net earnings for (gains) losses realized
|
—
|
|
|
1,185
|
|
|
(54
|
)
|
|
218
|
|
|
1,349
|
|
|||||
Net other comprehensive income (loss)
|
2,425
|
|
|
479
|
|
|
(95
|
)
|
|
218
|
|
|
3,027
|
|
|||||
Balance at August 2, 2014
|
$
|
(4,578
|
)
|
|
$
|
366
|
|
|
$
|
8
|
|
|
$
|
(6,570
|
)
|
|
$
|
(10,774
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Location of
(Gain) Loss
Reclassified from
Accumulated OCI
into Earnings
|
||||||||||||
|
Aug 1, 2015
|
|
Aug 2, 2014
|
|
Aug 1, 2015
|
|
Aug 2, 2014
|
|
|||||||||
Derivative financial instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange currency contracts
|
$
|
(3,193
|
)
|
|
$
|
265
|
|
|
$
|
(4,943
|
)
|
|
$
|
759
|
|
|
Cost of product sales
|
Foreign exchange currency contracts
|
(330
|
)
|
|
25
|
|
|
(816
|
)
|
|
56
|
|
|
Other income/expense
|
||||
Less income tax effect
|
511
|
|
|
391
|
|
|
812
|
|
|
370
|
|
|
Income tax expense
|
||||
|
(3,012
|
)
|
|
681
|
|
|
(4,947
|
)
|
|
1,185
|
|
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|
Other income/expense
|
||||
Less income tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
Income tax expense
|
||||
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
|
||||
Defined benefit plans:
|
|
|
|
|
|
|
|
|
|
||||||||
Actuarial loss amortization
|
430
|
|
|
235
|
|
|
943
|
|
|
469
|
|
|
(1)
|
||||
Prior service credit amortization
|
(39
|
)
|
|
(58
|
)
|
|
(97
|
)
|
|
(116
|
)
|
|
(1)
|
||||
Curtailment
|
(1,651
|
)
|
|
—
|
|
|
(1,651
|
)
|
|
—
|
|
|
(1)
|
||||
Less income tax effect
|
522
|
|
|
(68
|
)
|
|
373
|
|
|
(135
|
)
|
|
Income tax expense
|
||||
|
(738
|
)
|
|
109
|
|
|
(432
|
)
|
|
218
|
|
|
|
||||
Total reclassifications during the period
|
$
|
(3,750
|
)
|
|
$
|
790
|
|
|
$
|
(5,379
|
)
|
|
$
|
1,349
|
|
|
|
(1)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic defined benefit pension cost. Refer to Note 13 for further information.
|
(4)
|
Accounts Receivable
|
|
Aug 1, 2015
|
|
Jan 31, 2015
|
||||
Trade
|
$
|
208,976
|
|
|
$
|
229,618
|
|
Royalty
|
10,830
|
|
|
10,118
|
|
||
Other
|
8,404
|
|
|
8,389
|
|
||
|
228,210
|
|
|
248,125
|
|
||
Less allowance for doubtful accounts
|
29,475
|
|
|
31,920
|
|
||
|
$
|
198,735
|
|
|
$
|
216,205
|
|
(5)
|
Inventories
|
|
Aug 1, 2015
|
|
Jan 31, 2015
|
||||
Raw materials
|
$
|
3,409
|
|
|
$
|
4,548
|
|
Work in progress
|
59
|
|
|
77
|
|
||
Finished goods
|
331,992
|
|
|
314,453
|
|
||
|
$
|
335,460
|
|
|
$
|
319,078
|
|
(6)
|
Restructuring Charges
|
|
Total
|
||
Balance at February 1, 2014
|
$
|
4,578
|
|
Cash payments
|
(2,952
|
)
|
|
Foreign currency and other adjustments
|
(1,350
|
)
|
|
Balance at January 31, 2015
|
$
|
276
|
|
Cash payments
|
(39
|
)
|
|
Foreign currency and other adjustments
|
(56
|
)
|
|
Balance at August 1, 2015
|
$
|
181
|
|
(7)
|
Income Taxes
|
(8)
|
Segment Information
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Aug 1, 2015
|
|
Aug 2, 2014
|
|
Aug 1, 2015
|
|
Aug 2, 2014
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
||||||
Americas Retail(1)
|
$
|
232,456
|
|
|
$
|
244,000
|
|
|
$
|
446,705
|
|
|
$
|
472,344
|
|
Europe
|
199,375
|
|
|
235,260
|
|
|
336,772
|
|
|
394,418
|
|
||||
Asia
|
56,745
|
|
|
64,267
|
|
|
120,780
|
|
|
134,385
|
|
||||
Americas Wholesale(1)
|
32,361
|
|
|
38,252
|
|
|
69,639
|
|
|
77,560
|
|
||||
Licensing
|
25,327
|
|
|
26,792
|
|
|
51,192
|
|
|
52,405
|
|
||||
Total net revenue
|
$
|
546,264
|
|
|
$
|
608,571
|
|
|
$
|
1,025,088
|
|
|
$
|
1,131,112
|
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|
|
||||||
Americas Retail(1)
|
$
|
5,244
|
|
|
$
|
(4,662
|
)
|
|
$
|
(1,965
|
)
|
|
$
|
(13,061
|
)
|
Europe
|
18,186
|
|
|
24,513
|
|
|
14,518
|
|
|
17,881
|
|
||||
Asia
|
887
|
|
|
2,264
|
|
|
5,500
|
|
|
5,617
|
|
||||
Americas Wholesale(1)
|
4,872
|
|
|
5,167
|
|
|
11,619
|
|
|
12,920
|
|
||||
Licensing
|
22,415
|
|
|
24,909
|
|
|
45,440
|
|
|
47,630
|
|
||||
Corporate Overhead
|
(25,403
|
)
|
|
(22,333
|
)
|
|
(44,558
|
)
|
|
(43,106
|
)
|
||||
Total earnings from operations
|
$
|
26,201
|
|
|
$
|
29,858
|
|
|
$
|
30,554
|
|
|
$
|
27,881
|
|
(1)
|
Beginning in the second quarter of fiscal 2016, the Company changed the names of its “North American Retail” and “North American Wholesale” segments to “Americas Retail” and “Americas Wholesale” to better reflect that these segments are inclusive of its operations in North America as well as Central and South America. There have been no changes to the underlying reporting in either segment.
|
(9)
|
Borrowings and Capital Lease Obligations
|
|
Aug 1, 2015
|
|
Jan 31, 2015
|
||||
European capital lease, maturing quarterly through May 2016
|
$
|
4,840
|
|
|
$
|
5,745
|
|
Other
|
2,057
|
|
|
1,968
|
|
||
|
6,897
|
|
|
7,713
|
|
||
Less current installments
|
4,840
|
|
|
1,548
|
|
||
Long-term debt and capital lease obligations
|
$
|
2,057
|
|
|
$
|
6,165
|
|
(10)
|
Share-Based Compensation
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Aug 1, 2015
|
|
Aug 2, 2014
|
|
Aug 1, 2015
|
|
Aug 2, 2014
|
||||||||
Stock options
|
$
|
439
|
|
|
$
|
620
|
|
|
$
|
920
|
|
|
$
|
1,076
|
|
Stock awards/units
|
3,950
|
|
|
3,439
|
|
|
7,037
|
|
|
6,377
|
|
||||
Employee Stock Purchase Plan
|
51
|
|
|
97
|
|
|
95
|
|
|
160
|
|
||||
Total share-based compensation expense
|
$
|
4,440
|
|
|
$
|
4,156
|
|
|
$
|
8,052
|
|
|
$
|
7,613
|
|
|
Number of
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at January 31, 2015
|
413,834
|
|
|
$
|
29.66
|
|
Granted
|
425,866
|
|
|
19.39
|
|
|
Vested
|
(33,333
|
)
|
|
27.86
|
|
|
Forfeited
|
(159,700
|
)
|
|
27.86
|
|
|
Nonvested at August 1, 2015
|
646,667
|
|
|
$
|
23.44
|
|
(11)
|
Related Party Transactions
|
(12)
|
Commitments and Contingencies
|
(13)
|
Defined Benefit Plans
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Aug 1, 2015
|
|
Aug 2, 2014
|
|
Aug 1, 2015
|
|
Aug 2, 2014
|
||||||||
Interest cost
|
$
|
495
|
|
|
$
|
572
|
|
|
$
|
991
|
|
|
$
|
1,144
|
|
Net amortization of unrecognized prior service credit
|
(39
|
)
|
|
(58
|
)
|
|
(97
|
)
|
|
(116
|
)
|
||||
Net amortization of actuarial losses
|
290
|
|
|
235
|
|
|
718
|
|
|
469
|
|
||||
Curtailment gain
|
(1,651
|
)
|
|
—
|
|
|
(1,651
|
)
|
|
—
|
|
||||
Net periodic defined benefit pension (credit) cost
|
$
|
(905
|
)
|
|
$
|
749
|
|
|
$
|
(39
|
)
|
|
$
|
1,497
|
|
(14)
|
Fair Value Measurements
|
|
|
Fair Value Measurements at Aug 1, 2015
|
|
Fair Value Measurements at Jan 31, 2015
|
||||||||||||||||||||||||||||
Recurring Fair Value Measures
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange currency contracts
|
|
$
|
—
|
|
|
$
|
8,446
|
|
|
$
|
—
|
|
|
$
|
8,446
|
|
|
$
|
—
|
|
|
$
|
15,542
|
|
|
$
|
—
|
|
|
$
|
15,542
|
|
Available-for-sale securities
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
||||||||
Total
|
|
$
|
23
|
|
|
$
|
8,446
|
|
|
$
|
—
|
|
|
$
|
8,469
|
|
|
$
|
36
|
|
|
$
|
15,542
|
|
|
$
|
—
|
|
|
$
|
15,578
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Foreign exchange currency contracts
|
|
$
|
—
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap
|
|
—
|
|
|
165
|
|
|
—
|
|
|
165
|
|
|
—
|
|
|
270
|
|
|
—
|
|
|
270
|
|
||||||||
Deferred compensation obligations
|
|
—
|
|
|
11,213
|
|
|
—
|
|
|
11,213
|
|
|
—
|
|
|
9,133
|
|
|
—
|
|
|
9,133
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
11,585
|
|
|
$
|
—
|
|
|
$
|
11,585
|
|
|
$
|
—
|
|
|
$
|
9,403
|
|
|
$
|
—
|
|
|
$
|
9,403
|
|
(15)
|
Derivative Financial Instruments
|
|
|
Derivative
Balance Sheet
Location
|
|
Fair Value at
Aug 1, 2015 |
|
Fair Value at
Jan 31, 2015 |
||||
ASSETS:
|
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||
Foreign exchange currency contracts:
|
|
|
|
|
|
|
||||
Cash flow hedges
|
|
Other current assets/
Other assets
|
|
$
|
4,454
|
|
|
$
|
6,597
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|||
Foreign exchange currency contracts
|
|
Other current assets
|
|
3,992
|
|
|
8,945
|
|
||
Total
|
|
|
|
$
|
8,446
|
|
|
$
|
15,542
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||
Foreign exchange currency contracts:
|
|
|
|
|
|
|
||||
Cash flow hedges
|
|
Accrued expenses
|
|
$
|
76
|
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||
Foreign exchange currency contracts
|
|
Accrued expenses
|
|
131
|
|
|
—
|
|
||
Interest rate swaps
|
|
Accrued expenses/
Other long-term liabilities
|
|
165
|
|
|
270
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
|
296
|
|
|
270
|
|
||
Total
|
|
|
|
$
|
372
|
|
|
$
|
270
|
|
|
Gain
Recognized in
OCI
|
|
Location of
Gain (Loss)
Reclassified from
Accumulated OCI
into Earnings(1)
|
|
Gain (Loss)
Reclassified from
Accumulated OCI into
Earnings
|
||||||||||||
|
Three Months Ended
|
|
|
Three Months Ended
|
|||||||||||||
|
Aug 1, 2015
|
|
Aug 2, 2014
|
|
|
Aug 1, 2015
|
|
Aug 2, 2014
|
|||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
5,343
|
|
|
$
|
1,866
|
|
|
Cost of product sales
|
|
$
|
3,193
|
|
|
$
|
(265
|
)
|
Foreign exchange currency contracts
|
$
|
378
|
|
|
$
|
1
|
|
|
Other income/expense
|
|
$
|
330
|
|
|
$
|
(25
|
)
|
|
Gain (Loss)
Recognized in
OCI
|
|
Location of
Gain (Loss)
Reclassified from
Accumulated OCI
into Earnings(1)
|
|
Gain (Loss)
Reclassified from
Accumulated OCI into
Earnings
|
||||||||||||
|
Six Months Ended
|
|
|
Six Months Ended
|
|||||||||||||
|
Aug 1, 2015
|
|
Aug 2, 2014
|
|
|
Aug 1, 2015
|
|
Aug 2, 2014
|
|||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
4,196
|
|
|
$
|
(706
|
)
|
|
Cost of product sales
|
|
$
|
4,943
|
|
|
$
|
(759
|
)
|
Foreign exchange currency contracts
|
$
|
230
|
|
|
$
|
(106
|
)
|
|
Other income/expense
|
|
$
|
816
|
|
|
$
|
(56
|
)
|
(1)
|
The ineffective portion was immaterial during the three and
six months ended August 1, 2015
and
August 2, 2014
and was recorded in net earnings and included in interest income/expense.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Aug 1, 2015
|
|
Aug 2, 2014
|
|
Aug 1, 2015
|
|
Aug 2, 2014
|
||||||||
Beginning balance gain (loss)
|
$
|
4,296
|
|
|
$
|
(1,667
|
)
|
|
$
|
7,157
|
|
|
$
|
(113
|
)
|
Net gains (losses) from changes in cash flow hedges
|
4,584
|
|
|
1,352
|
|
|
3,658
|
|
|
(706
|
)
|
||||
Net (gains) losses reclassified to earnings
|
(3,012
|
)
|
|
681
|
|
|
(4,947
|
)
|
|
1,185
|
|
||||
Ending balance gain
|
$
|
5,868
|
|
|
$
|
366
|
|
|
$
|
5,868
|
|
|
$
|
366
|
|
|
|
Location of
Gain
Recognized in
Earnings
|
|
Gain
Recognized in Earnings
|
|
Gain
Recognized in Earnings
|
||||||||||||
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
|
|
Aug 1, 2015
|
|
Aug 2, 2014
|
|
Aug 1, 2015
|
|
Aug 2, 2014
|
|||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange currency contracts
|
|
Other income/expense
|
|
$
|
2,860
|
|
|
$
|
3,984
|
|
|
$
|
2,159
|
|
|
$
|
1,195
|
|
Interest rate swaps
|
|
Other income/expense
|
|
$
|
47
|
|
|
$
|
57
|
|
|
$
|
96
|
|
|
$
|
132
|
|
(16)
|
Subsequent Events
|
ITEM 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Total net revenue
de
creased
10.2%
to $
546.3 million
for the quarter ended
August 1, 2015
, compared to $
608.6 million
in the same prior-year period.
In constant currency, net revenue
decrease
d by
0.6%
.
|
•
|
Gross margin (gross profit as a percentage of total net revenue)
in
creased
70
basis points to
36.3%
for the quarter ended
August 1, 2015
, compared to
35.6%
in the same prior-year period.
|
•
|
Selling, general and administrative (“SG&A”) expenses as a percentage of total net revenue (“SG&A rate”)
in
creased by
80
basis points to
31.5%
for the quarter ended
August 1, 2015
, compared to
30.7%
in the same prior-year period. SG&A expenses
de
creased
8.0%
to $
171.9 million
for the quarter ended
August 1, 2015
, compared to $
186.9 million
in the same prior-year period.
|
•
|
Operating margin was relatively flat at
4.8%
for the quarter ended
August 1, 2015
, compared to
4.9%
in the same prior-year period. Earnings from operations
de
creased
12.2%
to $
26.2 million
for the quarter ended
August 1, 2015
, compared to $
29.9 million
in the same prior-year period.
|
•
|
Other
income
, net (including interest income and expense), totaled
$3.2 million
for the quarter ended
August 1, 2015
, compared to
$4.3 million
in the same prior-year period.
|
•
|
The effective income tax rate
in
creased
240
basis points to
37.2%
for the quarter ended
August 1, 2015
, compared to
34.8%
in the same prior-year period.
|
•
|
The Company had
$470.9 million
in cash and cash equivalents as of
August 1, 2015
. There were
no
short-term investments as of
August 1, 2015
. This compares to cash and cash equivalents and short-term investments of $
466.5 million
at
August 2, 2014
.
|
•
|
Accounts receivable, which
relates primarily to the Company’s wholesale business in Europe, and to a lesser extent, to its wholesale businesses in the Americas and Asia and its international licensing business
,
de
creased by
$35.2 million
, or
15.0%
, to
$198.7 million
as of
August 1, 2015
, compared to $
233.9 million
at
August 2, 2014
. On a constant currency basis, accounts receivable
decreased
by
$0.6 million
, or
0.3%
.
|
•
|
Inventory
de
creased by $
56.9 million
, or
14.5%
, to
$335.5 million
as of
August 1, 2015
, compared to $
392.4 million
at
August 2, 2014
. On a constant currency basis, inventory
decreased
by
$13.0 million
, or
3.3%
.
|
Region
|
|
Total Stores
|
|
Directly
Operated Stores
|
|
Licensee Stores
|
|||
United States and Canada
|
|
456
|
|
|
456
|
|
|
—
|
|
Europe and the Middle East
|
|
594
|
|
|
266
|
|
|
328
|
|
Asia
|
|
478
|
|
|
50
|
|
|
428
|
|
Central and South America
|
|
95
|
|
|
43
|
|
|
52
|
|
Total
|
|
1,623
|
|
|
815
|
|
|
808
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
Aug 1, 2015
|
|
Aug 2, 2014
|
|
Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail(1)
|
$
|
232,456
|
|
|
$
|
244,000
|
|
|
$
|
(11,544
|
)
|
|
(4.7
|
%)
|
Europe
|
199,375
|
|
|
235,260
|
|
|
(35,885
|
)
|
|
(15.3
|
)
|
|||
Asia
|
56,745
|
|
|
64,267
|
|
|
(7,522
|
)
|
|
(11.7
|
)
|
|||
Americas Wholesale(1)
|
32,361
|
|
|
38,252
|
|
|
(5,891
|
)
|
|
(15.4
|
)
|
|||
Licensing
|
25,327
|
|
|
26,792
|
|
|
(1,465
|
)
|
|
(5.5
|
)
|
|||
Total net revenue
|
$
|
546,264
|
|
|
$
|
608,571
|
|
|
$
|
(62,307
|
)
|
|
(10.2
|
%)
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail(1)
|
$
|
5,244
|
|
|
$
|
(4,662
|
)
|
|
$
|
9,906
|
|
|
212.5
|
%
|
Europe
|
18,186
|
|
|
24,513
|
|
|
(6,327
|
)
|
|
(25.8
|
)
|
|||
Asia
|
887
|
|
|
2,264
|
|
|
(1,377
|
)
|
|
(60.8
|
)
|
|||
Americas Wholesale(1)
|
4,872
|
|
|
5,167
|
|
|
(295
|
)
|
|
(5.7
|
)
|
|||
Licensing
|
22,415
|
|
|
24,909
|
|
|
(2,494
|
)
|
|
(10.0
|
)
|
|||
Corporate Overhead
|
(25,403
|
)
|
|
(22,333
|
)
|
|
(3,070
|
)
|
|
13.7
|
|
|||
Total earnings from operations
|
$
|
26,201
|
|
|
$
|
29,858
|
|
|
$
|
(3,657
|
)
|
|
(12.2
|
%)
|
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail(1)
|
2.3
|
%
|
|
(1.9
|
%)
|
|
|
|
|
|||||
Europe
|
9.1
|
%
|
|
10.4
|
%
|
|
|
|
|
|||||
Asia
|
1.6
|
%
|
|
3.5
|
%
|
|
|
|
|
|||||
Americas Wholesale(1)
|
15.1
|
%
|
|
13.5
|
%
|
|
|
|
|
|||||
Licensing
|
88.5
|
%
|
|
93.0
|
%
|
|
|
|
|
|||||
Total Company
|
4.8
|
%
|
|
4.9
|
%
|
|
|
|
|
(1)
|
Beginning in the second quarter of fiscal 2016, the Company changed the names of its “North American Retail” and “North American Wholesale” segments to “Americas Retail” and “Americas Wholesale” to better reflect that these segments are inclusive of its operations in North America as well as Central and South America. There have been no changes to the underlying reporting in either segment.
|
|
Six Months Ended
|
|
|
|
|
|||||||||
|
Aug 1, 2015
|
|
Aug 2, 2014
|
|
Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail(1)
|
$
|
446,705
|
|
|
$
|
472,344
|
|
|
$
|
(25,639
|
)
|
|
(5.4
|
%)
|
Europe
|
336,772
|
|
|
394,418
|
|
|
(57,646
|
)
|
|
(14.6
|
)
|
|||
Asia
|
120,780
|
|
|
134,385
|
|
|
(13,605
|
)
|
|
(10.1
|
)
|
|||
Americas Wholesale(1)
|
69,639
|
|
|
77,560
|
|
|
(7,921
|
)
|
|
(10.2
|
)
|
|||
Licensing
|
51,192
|
|
|
52,405
|
|
|
(1,213
|
)
|
|
(2.3
|
)
|
|||
Total net revenue
|
$
|
1,025,088
|
|
|
$
|
1,131,112
|
|
|
$
|
(106,024
|
)
|
|
(9.4
|
%)
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail(1)
|
$
|
(1,965
|
)
|
|
$
|
(13,061
|
)
|
|
$
|
11,096
|
|
|
85.0
|
%
|
Europe
|
14,518
|
|
|
17,881
|
|
|
(3,363
|
)
|
|
(18.8
|
)
|
|||
Asia
|
5,500
|
|
|
5,617
|
|
|
(117
|
)
|
|
(2.1
|
)
|
|||
Americas Wholesale(1)
|
11,619
|
|
|
12,920
|
|
|
(1,301
|
)
|
|
(10.1
|
)
|
|||
Licensing
|
45,440
|
|
|
47,630
|
|
|
(2,190
|
)
|
|
(4.6
|
)
|
|||
Corporate Overhead
|
(44,558
|
)
|
|
(43,106
|
)
|
|
(1,452
|
)
|
|
3.4
|
|
|||
Total earnings from operations
|
$
|
30,554
|
|
|
$
|
27,881
|
|
|
$
|
2,673
|
|
|
9.6
|
%
|
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail(1)
|
(0.4
|
%)
|
|
(2.8
|
%)
|
|
|
|
|
|||||
Europe
|
4.3
|
%
|
|
4.5
|
%
|
|
|
|
|
|||||
Asia
|
4.6
|
%
|
|
4.2
|
%
|
|
|
|
|
|||||
Americas Wholesale(1)
|
16.7
|
%
|
|
16.7
|
%
|
|
|
|
|
|||||
Licensing
|
88.8
|
%
|
|
90.9
|
%
|
|
|
|
|
|||||
Total Company
|
3.0
|
%
|
|
2.5
|
%
|
|
|
|
|
(1)
|
Beginning in the second quarter of fiscal 2016, the Company changed the names of its “North American Retail” and “North American Wholesale” segments to “Americas Retail” and “Americas Wholesale” to better reflect that these segments are inclusive of its operations in North America as well as Central and South America. There have been no changes to the underlying reporting in either segment.
|
ITEM 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
ITEM 1.
|
Legal Proceedings.
|
ITEM 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Period
|
Total
Number
of Shares
Purchased
|
|
Average
Price
Paid
per Share
|
|
Total Number of
Shares
Purchased as Part of
Publicly
Announced
Plans or Programs
|
|
Maximum Number
(or Approximate
Dollar Value)
of Shares That May
Yet Be Purchased
Under the Plans
or Programs
|
||||||
May 3, 2015 to May 30, 2015
|
|
|
|
|
|
|
|
||||||
Repurchase program(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
495,786,484
|
|
|
Employee transactions(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
May 31, 2015 to July 4, 2015
|
|
|
|
|
|
|
|
||||||
Repurchase program(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
495,786,484
|
|
|
Employee transactions(2)
|
420
|
|
|
$
|
19.79
|
|
|
—
|
|
|
|
||
July 5, 2015 to August 1, 2015
|
|
|
|
|
|
|
|
||||||
Repurchase program(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
495,786,484
|
|
|
Employee transactions(2)
|
71,645
|
|
|
$
|
20.05
|
|
|
—
|
|
|
|
||
Total
|
|
|
|
|
|
|
|
||||||
Repurchase program(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
Employee transactions(2)
|
72,065
|
|
|
$
|
20.04
|
|
|
—
|
|
|
|
(1)
|
On June 26, 2012, the Company’s Board of Directors authorized a program to repurchase, from time-to-time and as market and business conditions warrant, up to $
500 million
of the Company’s common stock. Repurchases under the program may be made on the open market or in privately negotiated transactions, pursuant to Rule 10b5-1 trading plans or other available means. There is no minimum or maximum number of shares to be repurchased under the program, which may be discontinued at any time, without prior notice.
|
(2)
|
Consists of shares surrendered to, or withheld by, the Company in satisfaction of employee tax withholding obligations that occur upon vesting of restricted stock awards/units granted under the Company’s 2004 Equity Incentive Plan, as amended.
|
ITEM 6.
|
Exhibits.
|
Exhibit
Number
|
|
Description
|
3.1.
|
|
Restated Certificate of Incorporation of the Registrant (incorporated by reference from Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-4419) filed July 30, 1996).
|
3.2.
|
|
Second Amended and Restated Bylaws of the Registrant (incorporated by reference from the Registrant’s Current Report on Form 8-K filed December 4, 2007).
|
4.1.
|
|
Specimen Stock Certificate (incorporated by reference from Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-4419) filed July 30, 1996).
|
10.1.
|
|
Loan, Guaranty and Security Agreement dated as of June 23, 2015, among Guess?, Inc., Guess? Retail, Inc., Guess.com, Inc., Guess? Canada Corporation, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as agent for the lenders (incorporated by reference from the Registrant’s Current Report on Form 8-K filed June 24, 2015).
|
10.2.
|
|
Guess?, Inc. 2015 Annual Incentive Bonus Plan (incorporated by reference from the Registrant’s Current Report on Form 8-K filed June 25, 2015).*
|
10.3.
|
|
Executive Employment Agreement dated July 7, 2015 between the Registrant and Victor Herrero (incorporated by reference from the Registrant’s Current Report on Form 8-K filed July 14, 2015).*
|
10.4.
|
|
Letter Agreement dated July 7, 2015 between the Registrant and Paul Marciano (incorporated by reference from the Registrant’s Current Report on Form 8-K filed July 14, 2015).*
|
†10.5.
|
|
Restricted Stock Unit Agreement dated as of July 7, 2015 between the Registrant and Victor Herrero.*
|
†10.6.
|
|
Nonqualified Stock Option Agreement dated as of July 7, 2015 between the Registrant and Victor Herrero.*
|
†10.7.
|
|
Restricted Stock Unit Agreement dated as of July 7, 2015 between the Registrant and Victor Herrero.*
|
†31.1.
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
†31.2.
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
†32.1.
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
†32.2.
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
†101.INS
|
|
XBRL Instance Document
|
†101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
†101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
†101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
†101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
†101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Management Contract or Compensatory Plan
|
†
|
Filed herewith
|
|
|
Guess?, Inc.
|
|
|
|
|
|
Date:
|
September 3, 2015
|
By:
|
/s/ VICTOR HERRERO
|
|
|
|
Victor Herrero
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date:
|
September 3, 2015
|
By:
|
/s/ SANDEEP REDDY
|
|
|
|
Sandeep Reddy
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
1.
|
Definitions; Incorporation of Plan Terms
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan, except where a capitalized term is defined in the Executive Employment Agreement between the Company and the Grantee, effective July 7, 2015 (the “
Employment Agreement
”), and this Agreement indicates the definition used in the Employment Agreement shall apply for purposes of this Agreement as well. This Award and all rights of the Grantee under this Agreement are subject to, and the Grantee agrees to be bound by, all of the terms and conditions of the Plan, incorporated herein by this reference. Except as specifically provided in this Agreement, in the event of any conflict or inconsistency between the Plan and this Agreement, the Plan shall govern.
|
2.
|
Grant of Restricted Stock Units
. The Company hereby grants to the Grantee as of the Date of Grant (set forth above) a right to receive
150,000
shares of the Company’s common stock subject to the terms, conditions, and restrictions set forth herein (the “
Restricted Stock Units
”). As used herein, the term “Restricted Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s common stock, par value $0.01 per share (the “
Common Stock
”), solely for purposes of the Plan and this Agreement. The Restricted Stock Units shall be used solely as a device for the determination of the number of shares of Common Stock to be delivered to the Grantee pursuant to this Agreement. The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. The Grantee shall have no rights as a stockholder of the Company, no dividend rights (except as expressly provided in Section 4 with respect to Dividend Equivalent Rights) and no voting rights with respect to the Restricted Stock Units and any shares of Common Stock underlying or issuable in respect of such Restricted Stock Units (“
Award Shares
”) until such shares of Common Stock are actually issued to and held of record by the Grantee. This Award is in complete satisfaction of the Grantee’s right to receive a “Signing Restricted Stock Unit Award” (as such term is defined in the Employment Agreement) pursuant to Section 4 of the Employment Agreement.
|
3.
|
Vesting
. This Award shall be fully vested as of the Date of Grant; provided, however, that in the event the Grantee’s Service with the Company is terminated by the Grantee other than for “Good Reason” (as defined in the Employment Agreement) at any time prior to the first anniversary of the Date of Grant, this Award and the Restricted Stock Units subject hereto shall, regardless of the number of days the Grantee was employed by or provided services to the Company prior to the date of such termination of the Grantee’s Service, terminate and be cancelled as of the date of such termination of Service, and the Executive shall be required to immediately return the Award Shares issued in respect of such Restricted Stock Units to the Company (as to any such Award Shares theretofore sold, the Grantee shall be required to return to the Company the amount of the proceeds from the sale thereof) together with the amount of any dividends or other distributions theretofore received with respect to such Award Shares. Sections 14(a) and 14(b) of the Plan shall not apply to the Award. As used herein, the term “
Service
” means employment by the Company or a Subsidiary.
|
4.
|
Dividend Equivalents
. If a cash dividend is paid with respect to the Common Stock while any Restricted Stock Units subject to the Award are outstanding, the Grantee shall be credited with an amount in cash equal to the dividends the Grantee would have received if he had been the owner of the shares of Common Stock subject to such outstanding Restricted Stock Units; provided, however, that no amount shall be credited with respect to shares that have been delivered to the Grantee as of the applicable dividend record date. Any amounts credited under this Section 4 (“
Dividend Equivalents
”) shall be subject to the same terms and conditions as the Restricted Stock Units to which they relate and shall be paid (or, if applicable, be forfeited) at the same time as the Restricted Stock Units to which they relate.
|
5.
|
Delivery of Shares
. Except as otherwise provided in Section 7 below with respect to a Change in Control, the Company shall deliver or cause to be delivered to the Grantee the number of Award Shares subject to this Award on (or within three business days following) the Date of Grant. Any Dividend Equivalents described in Section 4 above related to such Award Shares shall be paid in cash at the same time as the delivery of the Award Shares under this Section 5.
|
6.
|
Adjustments Upon Specified Events
. Upon the occurrence of certain events relating to the Company’s Common Stock contemplated by Section 16(b) of the Plan, the Committee will make adjustments, if appropriate, in the number of Restricted Stock Units and the number and kind of securities subject to the Award.
|
7.
|
Change in Control
. Notwithstanding anything to the contrary in Section 3 or Section 5 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement):
|
A.
|
If a Change in Control occurs and the then-outstanding portion of this Award is
not
continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “
Successor Entity
”), the forfeiture provision set forth under Section 3 of this Award shall no longer apply and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a
|
B.
|
If the then-outstanding portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the forfeiture provision set forth under Section 3 above shall continue to apply following such Change in Control, and the Award (to the extent not forfeited in accordance with Section 3) shall be settled as provided in Section 5 of this Agreement.
|
8.
|
Restrictions on Transfer
. The Grantee may not sell, assign, transfer, pledge, encumber or otherwise alienate, hypothecate or dispose of this Award or the Grantee’s right hereunder to receive Award Shares, except as otherwise provided in the Committee’s sole discretion consistent with the Plan and applicable securities laws.
|
9.
|
Taxes
.
|
A.
|
The settlement of this Award is conditioned on the Grantee making arrangements reasonably satisfactory to the Company for the withholding of all applicable federal, state, local or foreign taxes as may be required under applicable law.
|
B.
|
It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“
Code Section 409A
”) so as not to subject the Grantee to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Grantee.
|
C.
|
If the Grantee is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Grantee’s “separation from service” (as such term is defined for purposes of Code Section 409A), the Grantee shall not be entitled to any payment or benefit pursuant to this Award until the
|
10.
|
Compliance
. The Grantee hereby agrees to cooperate with the Company, regardless of Grantee’s employment status with the Company, to the extent necessary for the Company to comply with applicable state and federal laws and regulations relating to the Restricted Stock Units.
|
11.
|
Notices
. Any notice required or permitted under this Agreement shall be deemed given when personally delivered, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Grantee either at the address on record with the Company or such other address as may be designated by Grantee in writing to the Company; or to the Company, Attention: Stock Plan Administration, 1444 South Alameda Street, Los Angeles, California 90021, or such other address as the Company may designate in writing to the Grantee.
|
12.
|
Failure to Enforce Not a Waiver
. The failure of the Company or the Grantee to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
|
13.
|
Governing Law
. This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to Delaware or other laws that might cause other law to govern under applicable principles of conflicts of law. For purposes of litigating any dispute that arises under this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation shall be conducted in the courts of Los Angeles County, or the federal courts for the United States for the
Central District of California, and no other courts, where this Agreement is made and/or to be performed.
|
14.
|
Electronic Delivery
. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future restricted stock or restricted stock units that may be awarded under the Plan by electronic means or request Grantee’s consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
|
15.
|
Severability
. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
16.
|
Amendments
. This Agreement may be amended or modified at any time by an instrument in writing signed by both parties.
|
17.
|
Agreement Not a Contract of Employment
. Neither the grant of the Restricted Stock Units, this Agreement nor any other action taken in connection herewith shall constitute or be evidence of any agreement or understanding, express or implied, that the Grantee is an employee of the Company or any subsidiary of the Company.
|
18.
|
Committee’s Powers
. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its delegate pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Restricted Stock Units.
|
19.
|
Termination of this Agreement
. Upon termination of this Agreement, all rights of the Grantee hereunder shall cease.
|
20.
|
Clawback Policy
. This Award is subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Award or any shares of Common Stock or other cash or property received with respect to the Award (including any value received from a disposition of the shares acquired in respect of the Award).
|
|
|
GUESS?, INC.,
|
||
|
|
a Delaware corporation
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jason T. Miller
|
|
|
|
|
|
|
|
|
Print Name:
|
Jason T. Miller
|
|
|
|
|
|
|
|
|
Its:
|
Secretary
|
|
|
|
|
|
|
|
|
GRANTEE
|
||
|
|
|
|
|
|
|
/s/ Victor Herrero Amigo
|
||
|
|
Signature
|
||
|
|
|
|
|
|
|
Victor Herrero Amigo
|
||
|
|
Print Name
|
||
|
|
|
|
|
|
|||
Number of Shares of Common Stock:
(1)
|
600,000
|
Award Date:
July 7, 2015
|
|
|
|||
Exercise Price per Share:
(1)
|
$20.03
|
Expiration Date:
(1)(2)
July 7, 2025
|
|
|
|||
Vesting
(1)(2)
The Option shall become vested in accordance with the vesting requirements set forth in Section 1 of the Terms and Conditions of Nonqualified Stock Option (the “
Terms
”) attached to this Option Agreement incorporated herein by this reference).
|
|||
|
|
|
“GRANTEE”
|
|
GUESS?, INC.
a Delaware corporation
|
|||||
|
|
|
|||||
|
|
|
|
|
|||
/s/ Victor Herrero Amigo
|
|
By:
|
/s/ Jason T. Miller
|
||||
Signature
|
|
|
|||||
|
|
Print Name:
|
Jason T. Miller
|
||||
Victor Herrero Amigo
|
|
|
|||||
Print Name
|
|
Its:
|
Secretary
|
||||
|
|
|
|
1.
|
Vesting
.
|
2.
|
Limits on Exercise; Incentive Stock Option Status
.
|
•
|
Cumulative Exercisability
. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.
|
•
|
No Fractional Shares
. Fractional share interests shall be disregarded, but may be cumulated.
|
•
|
Minimum Exercise
. No fewer than 100 shares of Common Stock (subject to adjustment under Section 16 of the Plan) may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option.
|
•
|
Nonqualified Stock Option
. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.
|
3.
|
Continuance of Employment Required; No Employment/Service Commitment
.
|
4.
|
Method of Exercise of Option
.
|
•
|
a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise
|
•
|
payment in full for the Exercise Price of the shares to be purchased (a) in cash, cashier’s or bank check to the Company, or (b) (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Committee may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, or (c) through a “cashless exercise” procedure by notice and third party payment in such manner as may be authorized by the Committee pursuant to Section 8(f) of the Plan;
|
•
|
any written statements or agreements required pursuant to Section 19(g) of the Plan; and
|
•
|
satisfaction of the tax withholding provisions of Section 19(a) of the Plan.
|
5.
|
Termination of Option upon a Termination of Grantee’s Employment
.
|
•
|
if the Grantee’s Service terminates due to his death, Disability (as defined in the Employment Agreement) or Retirement, then (a) the Grantee, his personal representative or beneficiary will have twelve (12) months from the Severance Date to exercise the Option (or any portion thereof) to the extent that it was exercisable on the Severance Date; provided that if the Grantee’s employment terminates as a result of Disability or Retirement and he dies during such 12-month period, his beneficiary will have one year from the date of the Grantee’s death to exercise the Option (or any portion thereof) to the extent it was vested on the Grantee’s Severance Date, (b) the Option, to the extent not exercisable on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date (or, if applicable, the 12-month period following the Grantee’s subsequent death) and not exercised during such period, shall terminate at the close of business on the last day of such 12-month period.
|
•
|
if the Grantee’s Service terminates for any reason other than his death, Disability or Retirement, then (a) the Grantee will have sixty (60) days from the Severance Date to exercise the Option (or portion thereof) to the extent that it was exercisable on the Grantee’s Severance Date, (b) the Option, to the extent not exercisable on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the sixty (60) day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 60-day period.
|
6.
|
Non-Transferability
.
|
7.
|
Adjustments Upon Specified Events
.
|
8.
|
Change in Control
.
|
9.
|
Compliance
.
|
10.
|
Notices
.
|
11.
|
Failure to Enforce Not a Waiver
.
|
12.
|
Plan
.
|
13.
|
Entire Agreement
.
|
14.
|
Governing Law
.
|
15.
|
Electronic Delivery
.
|
16.
|
Effect of this Agreement
.
|
17.
|
Counterparts
.
|
18.
|
Committee’s Powers
.
|
19.
|
Section Headings
.
|
20.
|
Clawback Policy
.
|
1.
|
Definitions; Incorporation of Plan Terms
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan, except where a capitalized term is defined in the Executive Employment Agreement between the Company and the Grantee, effective
July 7, 2015
(the “
Employment Agreement
”), and this Agreement indicates the definition used in the Employment Agreement shall apply for purposes of this Agreement as well. This Award and all rights of the Grantee under this Agreement are subject to, and the Grantee agrees to be bound by, all of the terms and conditions of the Plan, incorporated herein by this reference. Except as specifically provided in this Agreement, in the event of any conflict or inconsistency between the Plan and this Agreement, the Plan shall govern.
|
2.
|
Grant of Restricted Stock Units
. The Company hereby grants to the Grantee as of the Date of Grant (set forth above) a right to receive
250,000
shares of the Company’s common stock subject to the terms, conditions, and restrictions set forth herein (the “
Restricted Stock Units
”). As used herein, the term “Restricted Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s common stock, par value $0.01 per share (the “
Common Stock
”), solely for purposes of the Plan and this Agreement. The Restricted Stock Units shall be used solely as a device for the determination of the number of shares of Common Stock to eventually be delivered to the Grantee if such Restricted Stock Units vest pursuant to this Agreement. The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. The Grantee shall have no rights as a stockholder of the Company, no dividend rights (except as expressly provided in Section 4 with respect to Dividend Equivalent Rights) and no voting rights with respect to the Restricted Stock Units and any shares of Common Stock underlying or issuable in respect of such Restricted Stock Units (“
Award Shares
”) until such shares of Common Stock are actually issued to and held of record by the Grantee. This Award is in complete satisfaction of the Grantee’s right to receive an “Initial Restricted Stock Unit Award” (as
|
3.
|
Vesting
.
|
A.
|
Subject to the performance condition set forth in Section 3(B) below and except as otherwise expressly provided in Sections 7 and 8 herein, this Award shall vest as to (i) 25% of the Restricted Stock Units on the first anniversary of the Date of Grant (the “
First Tranche
”),
(ii) 25% Restricted Stock Units on the second anniversary of the Date of Grant (the “
Second Tranche
”), (iii) 25% Restricted Stock Units on the third anniversary of the Date of Grant (the “
Third Tranche
”), and (iv) 25% Restricted Stock Units on the fourth anniversary of the Date of Grant (the “
Fourth Tranche
” and, together with the First Tranche, the Second Tranche and the Third Tranche, the “
Tranches
); provided that Grantee has been continuously in Service with the Company from the Date of Grant through each applicable vesting date. The applicable date on which each Tranche vests pursuant to the foregoing sentence is referred to as a “
Vesting Date
.” Except as specifically provided herein, employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting. As used herein, the term “
Service
” means employment by the Company or a Subsidiary (the date that the Grantee’s Service with the Company terminates is referred to as the “
Severance Date
”).
|
B.
|
No portion of this Award shall vest notwithstanding satisfaction of the continued Service requirement for vesting described in Section 3(A) above unless the Committee certifies, following the end of the Company’s 2016 fiscal year, that the Company achieved Earnings from Operations (as defined below) for the last two quarters of the Company’s 2016 fiscal year (the “
Performance Period
”) equal to or above the level established by the Committee with respect to the Award in connection with the grant of the Award; provided, however, that if either a “Change in Control” (as defined in the Employment Agreement) or the death or “Disability” (as defined in the Employment Agreement) of the Grantee occurs before the last day of the Performance Period, the performance requirement of this Section 3(B) shall be deemed met as of the date of such event. If such performance requirement is not met (and no such Change in Control, death or Disability occurs before the last day of the Performance Period), this Award and the Restricted Stock Units subject hereto shall terminate and be cancelled as of the last day of the Performance Period.
|
C.
|
For purposes of this Award, “
Earnings from Operations
” means: the Company’s earnings from operations for the Performance Period as calculated in accordance with generally accepted accounting principles (“
GAAP
”), but adjusted (without duplication and to the extent that the particular item would have otherwise impacted Earnings from Operations for such period) to exclude the financial statement impact of the following items:
|
i.
|
any charges or accruals incurred for the Performance Period for litigation matters, but only where such charges or accruals for any particular matter exceed $500,000 for the Performance Period;
|
ii.
|
restructuring charges incurred for the Performance Period related to employee severance related costs, store closure related costs and other real estate closure related costs;
|
iii.
|
any new changes in accounting standards announced during the Performance Period that are required to be applied during the Performance Period in accordance with GAAP; and
|
iv.
|
acquisitions and costs associated with such acquisitions and the costs incurred in connection with potential acquisitions that are required to be expensed under GAAP.
|
4.
|
Dividend Equivalents
. If a cash dividend is paid with respect to the Common Stock while any Restricted Stock Units subject to the Award are outstanding, the Grantee shall be credited with an amount in cash equal to the dividends the Grantee would have received if he had been the owner of the shares of Common Stock subject to such outstanding Restricted Stock Units; provided, however, that no amount shall be credited with respect to shares that have been delivered to the Grantee as of the applicable dividend record date. Any amounts credited under this Section 4 (“
Dividend Equivalents
”) shall be subject to the same terms and conditions as the Restricted Stock Units to which they relate and shall vest and be paid (or, if applicable, be forfeited) at the same time as the Restricted Stock Units to which they relate.
|
5.
|
Delivery of Shares
. Except as otherwise provided in Section 8 below with respect to a Change in Control, the Company shall deliver or cause to be delivered to the Grantee the number of Award Shares subject to the First Tranche that vest pursuant to the terms hereof within ten days following certification by the Committee of the satisfaction of the performance criteria set forth in Section 3(B) (and in no event later than 74 days following the end of the Performance Period), the number of Award Shares subject to the Second Tranche that vest pursuant to the terms hereof on (or within three business days following) the second anniversary of the Date of Grant, the number of Award Shares subject to the Third Tranche that vest pursuant to the terms hereof on (or within three business days following) the third anniversary of the Date of Grant, and the number of Award Shares subject to the Fourth Tranche that vest pursuant to the terms hereof on (or within three business days following) the fourth anniversary of the Date of Grant. Any Dividend Equivalents described in Section 4 above related to such Award Shares shall be paid in cash at the same time as the delivery of the Award Shares under this Section 5. Notwithstanding the foregoing: (a) in the event of the Grantee’s death or Disability (as such term is defined for purposes of Section 409A of the Code), then such shares shall be settled as soon as administratively practicable after (and in all events within 90 days after) such event; and (b) in the event of the Grantee’s “separation from service” (as such term is defined for purposes of Code Section 409A) upon or within two years following a Section 409A Change in Control (as such term is defined in Section 8(A)), then such shares shall be settled as soon as administratively possible after (and in all events within ten days after) such event (subject to Section 10(C)).
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6.
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Adjustments Upon Specified Events
. Upon the occurrence of certain events relating to the Company’s Common Stock contemplated by Section 16(b) of the Plan, the
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7.
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Effect of Certain Cessations of Service
.
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A.
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Death or Disability
. In the event of the Grantee’s “Disability” (as defined in the Employment Agreement) or death
while in Service before the fourth anniversary of the Date of Grant, the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, and any then-outstanding Restricted Stock Units shall be deemed vested (subject to Section 3(B) of this Award), as to a pro-rata portion of the Restricted Stock Units subject to this Award that were otherwise scheduled to vest on the next regularly scheduled Vesting Date under Section 3(A) after the Grantee’s Severance Date determined by multiplying (1) the total number of such Restricted Stock Units subject to this Award that were otherwise scheduled to vest on the next regularly scheduled Vesting Date under Section 3(A) after the Grantee’s Severance Date by (2) the Pro-Rata Fraction. As used herein, the “
Pro-Rata Fraction
” means the fraction obtained by dividing (i) the total number of days the Grantee was in Service with the Company following the last regularly scheduled Vesting Date under Section 3(A) (or, if there is no prior Vesting Date in the circumstances, following the Date of Grant) that occurred prior to the Grantee’s Severance Date through and including the Severance Date, by (ii) the total number of calendar days following the last regularly scheduled Vesting Date under Section 3(A) (or, if there is no prior Vesting Date in the circumstances, following the Date of Grant) through and including the Vesting Date that was next scheduled to occur after the Grantee’s Severance Date. Notwithstanding the foregoing, this Section 7(A) shall not apply to this Award if the Grantee’s Severance Date occurs on a Vesting Date. For purposes of clarity, any Restricted Stock Units that vest pursuant to the preceding sentence shall still be paid at the applicable time set forth in Section 5. Any Restricted Stock Units subject hereto as of the Severance Date that are not vested after giving effect to the foregoing provisions of this Section 7(A) shall terminate and be cancelled as of the Severance Date.
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B.
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Termination without Cause or for Good Reason
. In the event that the Grantee’s employment by the Company is terminated (a) by the Company without “Cause” (as defined in the Employment Agreement), (b) by the Grantee for “Good Reason” (as defined in the Employment Agreement), or (c) upon expiration of the “Employment Term” (as defined in the Employment Agreement) then in effect by reason of the Company’s delivery of a non-renewal notice pursuant to Section 2 of the Employment Agreement if the Company did not have Cause to deliver such non-renewal notice, the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied and any then-outstanding Restricted Stock Units shall be deemed vested (subject to Section 3(B) of this Award); provided, however, that in the event such termination of employment occurs prior to the end of the Performance Period, this Award shall remain outstanding following the Severance Date until the end of the Performance Period and, if the performance condition set forth in Section 3(B) is satisfied, any then-outstanding Restricted Stock Units shall be deemed vested following
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C.
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Other Termination of Service
. If the Grantee’s Service terminates for any other reason, this Award and the Restricted Stock Units subject hereto, to the extent outstanding and unvested as of the Severance Date, shall terminate and be cancelled as of the Severance Date. Sections 14(a) and 14(b) of the Plan shall not apply to the Award
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8.
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Change in Control
. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement):
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A.
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If a Change in Control occurs and the then-outstanding and unvested portion of this Award is
not
continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “
Successor Entity
”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “
Section 409A Change in Control
”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities.
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B.
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If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor
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9.
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Restrictions on Transfer
. The Grantee may not sell, assign, transfer, pledge, encumber or otherwise alienate, hypothecate or dispose of this Award or the Grantee’s right hereunder to receive Award Shares, except as otherwise provided in the Committee’s sole discretion consistent with the Plan and applicable securities laws.
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10.
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Taxes
.
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A.
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The settlement of this Award is conditioned on the Grantee making arrangements reasonably satisfactory to the Company for the withholding of all applicable federal, state, local or foreign taxes as may be required under applicable law.
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B.
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It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“
Code Section 409A
”) so as not to subject the Grantee to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Grantee.
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C.
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If the Grantee is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Grantee’s “separation from service” (as such term is defined for purposes of Code Section 409A), the Grantee shall not be entitled to any payment or benefit pursuant to this Award until the earlier of (i) the date which is six (6) months after the Grantee’s separation from service for any reason other than death, or (ii) the date of the Grantee’s death. The provisions of this Section 10(C) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Grantee upon or in the six (6) month period following the Grantee’s separation from service that are not so paid by reason of this Section 10(C) shall be paid (without interest, except as otherwise provided for in Section 8(A)) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Grantee’s separation from service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Grantee’s death). For avoidance of doubt, Dividend Equivalents under Section 4 shall continue to be credited during the period of such six-month delay until the vested Restricted Stock Units are actually settled.
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D.
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It is intended that this Award qualify as “performance-based compensation” for purposes of Section 162(m) of the Code and the provisions of this Agreement shall be construed and interpreted consistent with that intent.
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11.
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Compliance
. The Grantee hereby agrees to cooperate with the Company, regardless of Grantee’s employment status with the Company, to the extent necessary for the Company to comply with applicable state and federal laws and regulations relating to the Restricted Stock Units.
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12.
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Notices
. Any notice required or permitted under this Agreement shall be deemed given when personally delivered, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Grantee either at the address on record with the Company or such other address as may be designated by Grantee in writing to the Company; or to the Company, Attention: Stock Plan Administration, 1444 South Alameda Street, Los Angeles, California 90021, or such other address as the Company may designate in writing to the Grantee.
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13.
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Failure to Enforce Not a Waiver
. The failure of the Company or the Grantee to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
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14.
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Governing Law
. This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to Delaware or other laws that might cause other law to govern under applicable principles of conflicts of law. For purposes of litigating any dispute that arises under this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation shall be conducted in the courts of Los Angeles County, or the federal courts for the United States for the
Central District of California, and no other courts, where this Agreement is made and/or to be performed.
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15.
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Electronic Delivery
. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future restricted stock or restricted stock units that may be awarded under the Plan by electronic means or request Grantee’s consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
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16.
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Severability
. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
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17.
|
Amendments
. This Agreement may be amended or modified at any time by an instrument in writing signed by both parties.
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18.
|
Agreement Not a Contract of Employment
. Neither the grant of the Restricted Stock Units, this Agreement nor any other action taken in connection herewith shall constitute or be evidence of any agreement or understanding, express or implied, that the Grantee is an employee of the Company or any subsidiary of the Company.
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19.
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Committee’s Powers
. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its delegate pursuant to the terms of the Plan or resolutions adopted in
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20.
|
Termination of this Agreement
. Upon termination of this Agreement, all rights of the Grantee hereunder shall cease.
|
21.
|
Clawback Policy
. This Award is subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Award or any shares of Common Stock or other cash or property received with respect to the Award (including any value received from a disposition of the shares acquired in respect of the Award).
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GUESS?, INC.,
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a Delaware corporation
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By:
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/s/ Jason T. Miller
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Print Name:
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Jason T. Miller
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Its:
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Secretary
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GRANTEE
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/s/ Victor Herrero Amigo
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Signature
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Victor Herrero Amigo
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Print Name
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1.
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I have reviewed this quarterly report on Form 10-Q of Guess?, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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September 3, 2015
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By:
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/s/ VICTOR HERRERO
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|
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Victor Herrero
Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Guess?, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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September 3, 2015
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By:
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/s/ SANDEEP REDDY
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Sandeep Reddy
Chief Financial Officer
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•
|
the Quarterly Report on Form 10-Q of the Company for the period ended
August 1, 2015
, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
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September 3, 2015
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By:
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/s/ VICTOR HERRERO
|
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Victor Herrero
Chief Executive Officer
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•
|
the Quarterly Report on Form 10-Q of the Company for the period ended
August 1, 2015
, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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September 3, 2015
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By:
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/s/ SANDEEP REDDY
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|
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Sandeep Reddy
Chief Financial Officer
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