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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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Oct 31,
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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402,386
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$
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483,483
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Accounts receivable, net
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195,825
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216,205
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Inventories
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373,103
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319,078
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Other current assets
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78,831
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92,593
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Total current assets
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1,050,145
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1,111,359
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Property and equipment, net
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240,058
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259,524
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Goodwill
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33,811
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34,133
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Other intangible assets, net
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7,794
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9,745
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Long-term deferred tax assets
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66,117
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68,747
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Other assets
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124,547
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117,897
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$
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1,522,472
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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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4,450
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$
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1,548
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Accounts payable
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175,976
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159,924
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Accrued expenses
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146,624
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140,494
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Total current liabilities
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327,050
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301,966
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Long-term debt and capital lease obligations
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2,189
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6,165
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Deferred rent and lease incentives
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78,160
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81,761
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Other long-term liabilities
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96,128
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117,630
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503,527
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507,522
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Redeemable noncontrolling interests
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4,698
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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
139,977,240 and 139,559,000 shares, outstanding 83,773,648 and 85,323,154 shares, as of October 31, 2015 and January 31, 2015, respectively
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838
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853
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Paid-in capital
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465,105
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453,546
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Retained earnings
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1,240,981
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1,265,524
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Accumulated other comprehensive loss
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(142,239
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)
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(127,065
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)
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Treasury stock,
56,203,592
and 54,235,846 shares as of October 31, 2015 and January 31, 2015, respectively
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(562,744
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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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1,001,941
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1,073,856
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Nonredeemable noncontrolling interests
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12,306
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15,590
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Total stockholders’ equity
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1,014,247
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1,089,446
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$
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1,522,472
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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 (LOSS)
(in thousands)
(unaudited)
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|||||||||||||||
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Three Months Ended
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Nine Months Ended
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||||||||||||
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Oct 31,
2015 |
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Nov 1,
2014 |
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Oct 31,
2015 |
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Nov 1,
2014 |
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Net earnings
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$
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13,061
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$
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21,510
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$
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35,527
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$
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41,595
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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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|
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||||||||
Gains (losses) arising during the period
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2,230
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(47,100
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)
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(19,406
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)
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(44,558
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)
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Derivative financial instruments designated as cash flow hedges
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||||||
Gains
arising during the period
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409
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4,356
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4,835
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3,544
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Less income tax effect
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(79
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)
|
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(551
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)
|
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(847
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)
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(445
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)
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Reclassification to net earnings for (gains) losses realized
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(2,467
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)
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800
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|
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(8,226
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)
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1,615
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||||
Less income tax effect
|
309
|
|
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(87
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)
|
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1,121
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|
283
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|
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Marketable securities
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Losses arising during the period
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(2
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)
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(13
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)
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(16
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)
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(79
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)
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Less income tax effect
|
1
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5
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7
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30
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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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|
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Actuarial gain
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—
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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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—
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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
|
116
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234
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1,059
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|
703
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|
||||
Prior service credit
amortization
|
—
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(58
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)
|
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(97
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)
|
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(174
|
)
|
||||
Curtailment
|
—
|
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|
—
|
|
|
(1,651
|
)
|
|
—
|
|
||||
Less income tax effect
|
(14
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)
|
|
(67
|
)
|
|
359
|
|
|
(202
|
)
|
||||
Total comprehensive income (loss)
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13,564
|
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(20,971
|
)
|
|
19,691
|
|
|
2,258
|
|
||||
Less comprehensive income attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
||||||
Net earnings
|
617
|
|
|
722
|
|
|
1,453
|
|
|
954
|
|
||||
Foreign currency translation adjustment
|
(62
|
)
|
|
(479
|
)
|
|
(662
|
)
|
|
(362
|
)
|
||||
Amounts attributable to noncontrolling interests
|
555
|
|
|
243
|
|
|
791
|
|
|
592
|
|
||||
Comprehensive income (loss) attributable to Guess?, Inc.
|
$
|
13,009
|
|
|
$
|
(21,214
|
)
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|
$
|
18,900
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|
|
$
|
1,666
|
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GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|||||||
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Nine Months Ended
|
||||||
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Oct 31,
2015 |
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Nov 1,
2014 |
||||
Cash flows from operating activities:
|
|
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|
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Net earnings
|
$
|
35,527
|
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$
|
41,595
|
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Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
|
|
|
|
|
|
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Depreciation and amortization of property and equipment
|
52,370
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|
|
61,870
|
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||
Amortization of intangible assets
|
1,643
|
|
|
2,332
|
|
||
Share-based compensation expense
|
13,327
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|
|
11,374
|
|
||
Unrealized forward contract gains
|
(1,697
|
)
|
|
(5,267
|
)
|
||
Net (gain) loss on disposition of long-term assets and property and equipment
|
(1,254
|
)
|
|
16,825
|
|
||
Other items, net
|
1,707
|
|
|
384
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
16,094
|
|
|
30,000
|
|
||
Inventories
|
(59,330
|
)
|
|
(73,709
|
)
|
||
Prepaid expenses and other assets
|
(1,902
|
)
|
|
(6,822
|
)
|
||
Accounts payable and accrued expenses
|
25,934
|
|
|
(72,154
|
)
|
||
Deferred rent and lease incentives
|
(3,147
|
)
|
|
(1,827
|
)
|
||
Other long-term liabilities
|
(14,545
|
)
|
|
(9,485
|
)
|
||
Net cash provided by (used in) operating activities
|
64,727
|
|
|
(4,884
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(40,293
|
)
|
|
(53,208
|
)
|
||
Changes in other assets
|
3,470
|
|
|
261
|
|
||
Proceeds from maturity and sale of investments
|
—
|
|
|
5,598
|
|
||
Acquisition of businesses, net of cash acquired
|
(1,263
|
)
|
|
(887
|
)
|
||
Net cash settlement of forward contracts
|
7,557
|
|
|
181
|
|
||
Net cash used in investing activities
|
(30,529
|
)
|
|
(48,055
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payment of debt issuance costs
|
(1,072
|
)
|
|
—
|
|
||
Proceeds from borrowings
|
948
|
|
|
1,256
|
|
||
Repayment of capital lease obligations and borrowings
|
(1,160
|
)
|
|
(4,022
|
)
|
||
Dividends paid
|
(57,734
|
)
|
|
(57,652
|
)
|
||
Noncontrolling interest capital distributions
|
(4,075
|
)
|
|
—
|
|
||
Issuance of common stock, net of tax withholdings on vesting of stock awards
|
(983
|
)
|
|
703
|
|
||
Excess tax benefits from share-based compensation
|
135
|
|
|
181
|
|
||
Purchase of treasury stock
|
(44,053
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(107,994
|
)
|
|
(59,534
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
(7,301
|
)
|
|
(15,597
|
)
|
||
Net change in cash and cash equivalents
|
(81,097
|
)
|
|
(128,070
|
)
|
||
Cash and cash equivalents at the beginning of the year
|
483,483
|
|
|
502,945
|
|
||
Cash and cash equivalents at the end of the period
|
$
|
402,386
|
|
|
$
|
374,875
|
|
|
|
|
|
||||
Supplemental cash flow data:
|
|
|
|
|
|
||
Interest paid
|
$
|
771
|
|
|
$
|
1,205
|
|
Income taxes paid
|
$
|
17,692
|
|
|
$
|
62,000
|
|
(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
|
—
|
|
|
—
|
|
|
34,074
|
|
|
1,453
|
|
|
35,527
|
|
|
—
|
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(18,744
|
)
|
|
(662
|
)
|
|
(19,406
|
)
|
|
(389
|
)
|
||||
Loss on derivative financial instruments designated as cash flow hedges, net of income tax of $274
|
—
|
|
|
—
|
|
|
(3,117
|
)
|
|
—
|
|
|
(3,117
|
)
|
|
—
|
|
||||
Loss on marketable securities, net of income tax of $7
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||
Actuarial valuation gain (loss) and related amortization, curtailment and prior service credit amortization on defined benefit plans, net of income tax of ($3,993)
|
—
|
|
|
—
|
|
|
6,696
|
|
|
—
|
|
|
6,696
|
|
|
—
|
|
||||
Issuance of common stock under stock compensation plans, net of tax effect
|
418,240
|
|
|
—
|
|
|
(1,921
|
)
|
|
—
|
|
|
(1,921
|
)
|
|
—
|
|
||||
Issuance of stock under Employee Stock Purchase Plan
|
32,254
|
|
|
(32,254
|
)
|
|
518
|
|
|
—
|
|
|
518
|
|
|
—
|
|
||||
Share-based compensation
|
—
|
|
|
—
|
|
|
13,327
|
|
|
—
|
|
|
13,327
|
|
|
—
|
|
||||
Dividends
|
—
|
|
|
—
|
|
|
(58,036
|
)
|
|
—
|
|
|
(58,036
|
)
|
|
—
|
|
||||
Share repurchases
|
(2,000,000
|
)
|
|
2,000,000
|
|
|
(44,053
|
)
|
|
—
|
|
|
(44,053
|
)
|
|
—
|
|
||||
Noncontrolling interest capital distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,075
|
)
|
|
(4,075
|
)
|
|
—
|
|
||||
Redeemable noncontrolling interest redemption value adjustment
|
—
|
|
|
—
|
|
|
(650
|
)
|
|
—
|
|
|
(650
|
)
|
|
650
|
|
||||
Balance at October 31, 2015
|
83,773,648
|
|
|
56,203,592
|
|
|
$
|
1,001,941
|
|
|
$
|
12,306
|
|
|
$
|
1,014,247
|
|
|
$
|
4,698
|
|
|
Three Months Ended Oct 31, 2015
|
||||||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Marketable Securities
|
|
Defined Benefit Plans
|
|
Total
|
||||||||||
Balance at August 1, 2015
|
$
|
(142,605
|
)
|
|
$
|
5,868
|
|
|
$
|
(11
|
)
|
|
$
|
(6,056
|
)
|
|
$
|
(142,804
|
)
|
Gains (losses) arising during the period
|
2,292
|
|
|
330
|
|
|
(1
|
)
|
|
—
|
|
|
2,621
|
|
|||||
Reclassification to net earnings for (gains) losses realized
|
—
|
|
|
(2,158
|
)
|
|
—
|
|
|
102
|
|
|
(2,056
|
)
|
|||||
Net other comprehensive income (loss)
|
2,292
|
|
|
(1,828
|
)
|
|
(1
|
)
|
|
102
|
|
|
565
|
|
|||||
Balance at October 31, 2015
|
$
|
(140,313
|
)
|
|
$
|
4,040
|
|
|
$
|
(12
|
)
|
|
$
|
(5,954
|
)
|
|
$
|
(142,239
|
)
|
|
Nine Months Ended Oct 31, 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
|
(18,744
|
)
|
|
3,988
|
|
|
(9
|
)
|
|
7,026
|
|
|
(7,739
|
)
|
|||||
Reclassification to net earnings for gains realized
|
—
|
|
|
(7,105
|
)
|
|
—
|
|
|
(330
|
)
|
|
(7,435
|
)
|
|||||
Net other comprehensive income (loss)
|
(18,744
|
)
|
|
(3,117
|
)
|
|
(9
|
)
|
|
6,696
|
|
|
(15,174
|
)
|
|||||
Balance at October 31, 2015
|
$
|
(140,313
|
)
|
|
$
|
4,040
|
|
|
$
|
(12
|
)
|
|
$
|
(5,954
|
)
|
|
$
|
(142,239
|
)
|
|
Three Months Ended Nov 1, 2014
|
||||||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Marketable Securities
|
|
Defined Benefit Plans
|
|
Total
|
||||||||||
Balance at August 2, 2014
|
$
|
(4,578
|
)
|
|
$
|
366
|
|
|
$
|
8
|
|
|
$
|
(6,570
|
)
|
|
$
|
(10,774
|
)
|
Gains (losses) arising during the period
|
(46,621
|
)
|
|
3,805
|
|
|
(8
|
)
|
|
—
|
|
|
(42,824
|
)
|
|||||
Reclassification to net earnings for losses realized
|
—
|
|
|
713
|
|
|
—
|
|
|
109
|
|
|
822
|
|
|||||
Net other comprehensive income (loss)
|
(46,621
|
)
|
|
4,518
|
|
|
(8
|
)
|
|
109
|
|
|
(42,002
|
)
|
|||||
Balance at November 1, 2014
|
$
|
(51,199
|
)
|
|
$
|
4,884
|
|
|
$
|
—
|
|
|
$
|
(6,461
|
)
|
|
$
|
(52,776
|
)
|
|
Nine Months Ended Nov 1, 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
|
(44,196
|
)
|
|
3,099
|
|
|
(49
|
)
|
|
—
|
|
|
(41,146
|
)
|
|||||
Reclassification to net earnings for (gains) losses realized
|
—
|
|
|
1,898
|
|
|
(54
|
)
|
|
327
|
|
|
2,171
|
|
|||||
Net other comprehensive income (loss)
|
(44,196
|
)
|
|
4,997
|
|
|
(103
|
)
|
|
327
|
|
|
(38,975
|
)
|
|||||
Balance at November 1, 2014
|
$
|
(51,199
|
)
|
|
$
|
4,884
|
|
|
$
|
—
|
|
|
$
|
(6,461
|
)
|
|
$
|
(52,776
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Location of
(Gain) Loss
Reclassified from
Accumulated OCI
into Earnings
|
||||||||||||
|
Oct 31, 2015
|
|
Nov 1, 2014
|
|
Oct 31, 2015
|
|
Nov 1, 2014
|
|
|||||||||
Derivative financial instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange currency contracts
|
$
|
(2,507
|
)
|
|
$
|
800
|
|
|
$
|
(7,450
|
)
|
|
$
|
1,559
|
|
|
Cost of product sales
|
Foreign exchange currency contracts
|
40
|
|
|
—
|
|
|
(776
|
)
|
|
56
|
|
|
Other income/expense
|
||||
Less income tax effect
|
309
|
|
|
(87
|
)
|
|
1,121
|
|
|
283
|
|
|
Income tax expense
|
||||
|
(2,158
|
)
|
|
713
|
|
|
(7,105
|
)
|
|
1,898
|
|
|
|
||||
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
|
116
|
|
|
234
|
|
|
1,059
|
|
|
703
|
|
|
(1)
|
||||
Prior service credit amortization
|
—
|
|
|
(58
|
)
|
|
(97
|
)
|
|
(174
|
)
|
|
(1)
|
||||
Curtailment
|
—
|
|
|
—
|
|
|
(1,651
|
)
|
|
—
|
|
|
(1)
|
||||
Less income tax effect
|
(14
|
)
|
|
(67
|
)
|
|
359
|
|
|
(202
|
)
|
|
Income tax expense
|
||||
|
102
|
|
|
109
|
|
|
(330
|
)
|
|
327
|
|
|
|
||||
Total reclassifications during the period
|
$
|
(2,056
|
)
|
|
$
|
822
|
|
|
$
|
(7,435
|
)
|
|
$
|
2,171
|
|
|
|
(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
|
|
Oct 31, 2015
|
|
Jan 31, 2015
|
||||
Trade
|
$
|
206,000
|
|
|
$
|
229,618
|
|
Royalty
|
11,163
|
|
|
10,118
|
|
||
Other
|
9,920
|
|
|
8,389
|
|
||
|
227,083
|
|
|
248,125
|
|
||
Less allowance for doubtful accounts
|
31,258
|
|
|
31,920
|
|
||
|
$
|
195,825
|
|
|
$
|
216,205
|
|
(5)
|
Inventories
|
|
Oct 31, 2015
|
|
Jan 31, 2015
|
||||
Raw materials
|
$
|
2,492
|
|
|
$
|
4,548
|
|
Work in progress
|
55
|
|
|
77
|
|
||
Finished goods
|
370,556
|
|
|
314,453
|
|
||
|
$
|
373,103
|
|
|
$
|
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
|
(172
|
)
|
|
Foreign currency and other adjustments
|
(67
|
)
|
|
Balance at October 31, 2015
|
$
|
37
|
|
(7)
|
Income Taxes
|
(8)
|
Segment Information
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
Oct 31, 2015
|
|
Nov 1, 2014
|
|
Oct 31, 2015
|
|
Nov 1, 2014
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
||||||
Americas Retail(1)
|
$
|
226,599
|
|
|
$
|
243,238
|
|
|
$
|
673,304
|
|
|
$
|
715,582
|
|
Europe
|
160,696
|
|
|
189,852
|
|
|
497,468
|
|
|
584,270
|
|
||||
Asia
|
59,100
|
|
|
71,271
|
|
|
179,880
|
|
|
205,656
|
|
||||
Americas Wholesale(1)
|
46,819
|
|
|
53,501
|
|
|
116,458
|
|
|
131,061
|
|
||||
Licensing
|
27,750
|
|
|
31,972
|
|
|
78,942
|
|
|
84,377
|
|
||||
Total net revenue
|
$
|
520,964
|
|
|
$
|
589,834
|
|
|
$
|
1,546,052
|
|
|
$
|
1,720,946
|
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|
|
||||||
Americas Retail(1)
|
$
|
(2,053
|
)
|
|
$
|
(10,517
|
)
|
|
$
|
(4,018
|
)
|
|
$
|
(23,578
|
)
|
Europe
|
6,150
|
|
|
7,660
|
|
|
20,668
|
|
|
25,541
|
|
||||
Asia
|
2,794
|
|
|
2,126
|
|
|
8,294
|
|
|
7,743
|
|
||||
Americas Wholesale(1)
|
9,583
|
|
|
13,940
|
|
|
21,202
|
|
|
26,860
|
|
||||
Licensing
|
24,842
|
|
|
28,157
|
|
|
70,282
|
|
|
75,787
|
|
||||
Corporate Overhead
|
(20,478
|
)
|
|
(16,501
|
)
|
|
(65,036
|
)
|
|
(59,607
|
)
|
||||
Total earnings from operations
|
$
|
20,838
|
|
|
$
|
24,865
|
|
|
$
|
51,392
|
|
|
$
|
52,746
|
|
(1)
|
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
|
|
Oct 31, 2015
|
|
Jan 31, 2015
|
||||
European capital lease, maturing quarterly through May 2016
|
$
|
4,450
|
|
|
$
|
5,745
|
|
Other
|
2,189
|
|
|
1,968
|
|
||
|
6,639
|
|
|
7,713
|
|
||
Less current installments
|
4,450
|
|
|
1,548
|
|
||
Long-term debt and capital lease obligations
|
$
|
2,189
|
|
|
$
|
6,165
|
|
(10)
|
Share-Based Compensation
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
Oct 31, 2015
|
|
Nov 1, 2014
|
|
Oct 31, 2015
|
|
Nov 1, 2014
|
||||||||
Stock options
|
$
|
575
|
|
|
$
|
542
|
|
|
$
|
1,495
|
|
|
$
|
1,618
|
|
Stock awards/units
|
4,670
|
|
|
3,187
|
|
|
11,707
|
|
|
9,564
|
|
||||
Employee Stock Purchase Plan
|
30
|
|
|
32
|
|
|
125
|
|
|
192
|
|
||||
Total share-based compensation expense
|
$
|
5,275
|
|
|
$
|
3,761
|
|
|
$
|
13,327
|
|
|
$
|
11,374
|
|
|
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 October 31, 2015
|
646,667
|
|
|
$
|
23.44
|
|
(11)
|
Related Party Transactions
|
(12)
|
Commitments and Contingencies
|
(13)
|
Defined Benefit Plans
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
Oct 31, 2015
|
|
Nov 1, 2014
|
|
Oct 31, 2015
|
|
Nov 1, 2014
|
||||||||
Interest cost
|
$
|
498
|
|
|
$
|
573
|
|
|
$
|
1,489
|
|
|
$
|
1,717
|
|
Net amortization of unrecognized prior service credit
|
—
|
|
|
(58
|
)
|
|
(97
|
)
|
|
(174
|
)
|
||||
Net amortization of actuarial losses
|
11
|
|
|
234
|
|
|
729
|
|
|
703
|
|
||||
Curtailment gain
|
—
|
|
|
—
|
|
|
(1,651
|
)
|
|
—
|
|
||||
Net periodic defined benefit pension cost
|
$
|
509
|
|
|
$
|
749
|
|
|
$
|
470
|
|
|
$
|
2,246
|
|
(14)
|
Fair Value Measurements
|
|
|
Fair Value Measurements at Oct 31, 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
|
|
$
|
—
|
|
|
$
|
6,280
|
|
|
$
|
—
|
|
|
$
|
6,280
|
|
|
$
|
—
|
|
|
$
|
15,542
|
|
|
$
|
—
|
|
|
$
|
15,542
|
|
Available-for-sale securities
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
||||||||
Total
|
|
$
|
20
|
|
|
$
|
6,280
|
|
|
$
|
—
|
|
|
$
|
6,300
|
|
|
$
|
36
|
|
|
$
|
15,542
|
|
|
$
|
—
|
|
|
$
|
15,578
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Foreign exchange currency contracts
|
|
$
|
—
|
|
|
$
|
145
|
|
|
$
|
—
|
|
|
$
|
145
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap
|
|
—
|
|
|
118
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
270
|
|
|
—
|
|
|
270
|
|
||||||||
Deferred compensation obligations
|
|
—
|
|
|
10,656
|
|
|
—
|
|
|
10,656
|
|
|
—
|
|
|
9,133
|
|
|
—
|
|
|
9,133
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
10,919
|
|
|
$
|
—
|
|
|
$
|
10,919
|
|
|
$
|
—
|
|
|
$
|
9,403
|
|
|
$
|
—
|
|
|
$
|
9,403
|
|
(15)
|
Derivative Financial Instruments
|
|
|
Derivative
Balance Sheet
Location
|
|
Fair Value at
Oct 31, 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
|
|
$
|
4,307
|
|
|
$
|
6,597
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|||
Foreign exchange currency contracts
|
|
Other current assets
|
|
1,973
|
|
|
8,945
|
|
||
Total
|
|
|
|
$
|
6,280
|
|
|
$
|
15,542
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||
Foreign exchange currency contracts:
|
|
|
|
|
|
|
||||
Cash flow hedges
|
|
Accrued expenses
|
|
$
|
36
|
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||
Foreign exchange currency contracts
|
|
Accrued expenses
|
|
109
|
|
|
—
|
|
||
Interest rate swaps
|
|
Accrued expenses/
Other long-term liabilities
|
|
118
|
|
|
270
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
|
227
|
|
|
270
|
|
||
Total
|
|
|
|
$
|
263
|
|
|
$
|
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
|
|||||||||||||
|
Oct 31, 2015
|
|
Nov 1, 2014
|
|
|
Oct 31, 2015
|
|
Nov 1, 2014
|
|||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
363
|
|
|
$
|
3,869
|
|
|
Cost of product sales
|
|
$
|
2,507
|
|
|
$
|
(800
|
)
|
Foreign exchange currency contracts
|
$
|
46
|
|
|
$
|
487
|
|
|
Other income/expense
|
|
$
|
(40
|
)
|
|
$
|
—
|
|
|
Gain
Recognized in
OCI
|
|
Location of
Gain (Loss)
Reclassified from
Accumulated OCI
into Earnings(1)
|
|
Gain (Loss)
Reclassified from
Accumulated OCI into
Earnings
|
||||||||||||
|
Nine Months Ended
|
|
|
Nine Months Ended
|
|||||||||||||
|
Oct 31, 2015
|
|
Nov 1, 2014
|
|
|
Oct 31, 2015
|
|
Nov 1, 2014
|
|||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
4,559
|
|
|
$
|
3,163
|
|
|
Cost of product sales
|
|
$
|
7,450
|
|
|
$
|
(1,559
|
)
|
Foreign exchange currency contracts
|
$
|
276
|
|
|
$
|
381
|
|
|
Other income/expense
|
|
$
|
776
|
|
|
$
|
(56
|
)
|
(1)
|
The ineffective portion was immaterial during the three and
nine months ended October 31, 2015
and
November 1, 2014
and was recorded in net earnings and included in interest income/expense.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
Oct 31, 2015
|
|
Nov 1, 2014
|
|
Oct 31, 2015
|
|
Nov 1, 2014
|
||||||||
Beginning balance gain (loss)
|
$
|
5,868
|
|
|
$
|
366
|
|
|
$
|
7,157
|
|
|
$
|
(113
|
)
|
Net gains
from changes in cash flow hedges
|
330
|
|
|
3,805
|
|
|
3,988
|
|
|
3,099
|
|
||||
Net (gains) losses reclassified to earnings
|
(2,158
|
)
|
|
713
|
|
|
(7,105
|
)
|
|
1,898
|
|
||||
Ending balance gain
|
$
|
4,040
|
|
|
$
|
4,884
|
|
|
$
|
4,040
|
|
|
$
|
4,884
|
|
|
|
Location of
Gain
Recognized in
Earnings
|
|
Gain
Recognized in Earnings
|
|
Gain
Recognized in Earnings
|
||||||||||||
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||||||
|
|
|
Oct 31, 2015
|
|
Nov 1, 2014
|
|
Oct 31, 2015
|
|
Nov 1, 2014
|
|||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange currency contracts
|
|
Other income/expense
|
|
$
|
286
|
|
|
$
|
6,262
|
|
|
$
|
2,445
|
|
|
$
|
7,457
|
|
Interest rate swaps
|
|
Other income/expense
|
|
$
|
44
|
|
|
$
|
54
|
|
|
$
|
140
|
|
|
$
|
186
|
|
(16)
|
Subsequent Events
|
ITEM 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Total net revenue
de
creased
11.7%
to $
521.0 million
for the quarter ended
October 31, 2015
, from $
589.8 million
in the same prior-year period.
In constant currency, net revenue
decrease
d by
3.9%
.
|
•
|
Gross margin (gross profit as a percentage of total net revenue)
de
creased
100
basis points to
35.3%
for the quarter ended
October 31, 2015
, from
36.3%
in the same prior-year period.
|
•
|
Selling, general and administrative (“SG&A”) expenses as a percentage of total net revenue (“SG&A rate”)
de
creased
80
basis points to
31.3%
for the quarter ended
October 31, 2015
, from
32.1%
in the same prior-year period. SG&A expenses
de
creased
13.9%
to $
162.8 million
for the quarter ended
October 31, 2015
, from $
189.1 million
in the same prior-year period.
|
•
|
Operating margin
de
creased
20
basis points to
4.0%
for the quarter ended
October 31, 2015
, from
4.2%
in the same prior-year period. Earnings from operations
de
creased
16.2%
to $
20.8 million
for the quarter ended
October 31, 2015
, from $
24.9 million
in the same prior-year period.
|
•
|
Other
income
, net (including interest income and expense), totaled
$0.2 million
for the quarter ended
October 31, 2015
, compared to
$7.2 million
in the same prior-year period.
|
•
|
The effective income tax rate
in
creased
500
basis points to
38.0%
for the quarter ended
October 31, 2015
, compared to
33.0%
in the same prior-year period.
|
•
|
The Company had
$402.4 million
in cash and cash equivalents as of
October 31, 2015
. This compares to cash and cash equivalents of $
374.9 million
at
November 1, 2014
.
|
◦
|
The Company invested
$44.0 million
to repurchase
two million
of its common shares during the
third quarter of fiscal 2016
.
|
•
|
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 $40.3 million, or
17.0%
, to
$195.8 million
as of
October 31, 2015
, from $
236.1 million
at
November 1, 2014
. On a constant currency basis, accounts receivable
decreased
by
$19.3 million
, or
8.2%
.
|
•
|
Inventory
de
creased by $
39.5 million
, or
9.6%
, to
$373.1 million
as of
October 31, 2015
, from $
412.6 million
at
November 1, 2014
. On a constant currency basis, inventory
decreased
by
$8.0 million
, or
1.9%
.
|
Region
|
|
Total Stores
|
|
Directly
Operated Stores
|
|
Licensee Stores
|
|||
United States and Canada
|
|
461
|
|
|
460
|
|
|
1
|
|
Europe and the Middle East
|
|
593
|
|
|
274
|
|
|
319
|
|
Asia
|
|
475
|
|
|
49
|
|
|
426
|
|
Central and South America
|
|
96
|
|
|
43
|
|
|
53
|
|
Total
|
|
1,625
|
|
|
826
|
|
|
799
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
Oct 31, 2015
|
|
Nov 1, 2014
|
|
Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail(1)
|
$
|
226,599
|
|
|
$
|
243,238
|
|
|
$
|
(16,639
|
)
|
|
(6.8
|
%)
|
Europe
|
160,696
|
|
|
189,852
|
|
|
(29,156
|
)
|
|
(15.4
|
)
|
|||
Asia
|
59,100
|
|
|
71,271
|
|
|
(12,171
|
)
|
|
(17.1
|
)
|
|||
Americas Wholesale(1)
|
46,819
|
|
|
53,501
|
|
|
(6,682
|
)
|
|
(12.5
|
)
|
|||
Licensing
|
27,750
|
|
|
31,972
|
|
|
(4,222
|
)
|
|
(13.2
|
)
|
|||
Total net revenue
|
$
|
520,964
|
|
|
$
|
589,834
|
|
|
$
|
(68,870
|
)
|
|
(11.7
|
%)
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail(1)
|
$
|
(2,053
|
)
|
|
$
|
(10,517
|
)
|
|
$
|
8,464
|
|
|
80.5
|
%
|
Europe
|
6,150
|
|
|
7,660
|
|
|
(1,510
|
)
|
|
(19.7
|
)
|
|||
Asia
|
2,794
|
|
|
2,126
|
|
|
668
|
|
|
31.4
|
|
|||
Americas Wholesale(1)
|
9,583
|
|
|
13,940
|
|
|
(4,357
|
)
|
|
(31.3
|
)
|
|||
Licensing
|
24,842
|
|
|
28,157
|
|
|
(3,315
|
)
|
|
(11.8
|
)
|
|||
Corporate Overhead
|
(20,478
|
)
|
|
(16,501
|
)
|
|
(3,977
|
)
|
|
24.1
|
|
|||
Total earnings from operations
|
$
|
20,838
|
|
|
$
|
24,865
|
|
|
$
|
(4,027
|
)
|
|
(16.2
|
%)
|
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail(1)
|
(0.9
|
%)
|
|
(4.3
|
%)
|
|
|
|
|
|||||
Europe
|
3.8
|
%
|
|
4.0
|
%
|
|
|
|
|
|||||
Asia
|
4.7
|
%
|
|
3.0
|
%
|
|
|
|
|
|||||
Americas Wholesale(1)
|
20.5
|
%
|
|
26.1
|
%
|
|
|
|
|
|||||
Licensing
|
89.5
|
%
|
|
88.1
|
%
|
|
|
|
|
|||||
Total Company
|
4.0
|
%
|
|
4.2
|
%
|
|
|
|
|
(1)
|
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.
|
|
Nine Months Ended
|
|
|
|
|
|||||||||
|
Oct 31, 2015
|
|
Nov 1, 2014
|
|
Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail(1)
|
$
|
673,304
|
|
|
$
|
715,582
|
|
|
$
|
(42,278
|
)
|
|
(5.9
|
%)
|
Europe
|
497,468
|
|
|
584,270
|
|
|
(86,802
|
)
|
|
(14.9
|
)
|
|||
Asia
|
179,880
|
|
|
205,656
|
|
|
(25,776
|
)
|
|
(12.5
|
)
|
|||
Americas Wholesale(1)
|
116,458
|
|
|
131,061
|
|
|
(14,603
|
)
|
|
(11.1
|
)
|
|||
Licensing
|
78,942
|
|
|
84,377
|
|
|
(5,435
|
)
|
|
(6.4
|
)
|
|||
Total net revenue
|
$
|
1,546,052
|
|
|
$
|
1,720,946
|
|
|
$
|
(174,894
|
)
|
|
(10.2
|
%)
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail(1)
|
$
|
(4,018
|
)
|
|
$
|
(23,578
|
)
|
|
$
|
19,560
|
|
|
83.0
|
%
|
Europe
|
20,668
|
|
|
25,541
|
|
|
(4,873
|
)
|
|
(19.1
|
)
|
|||
Asia
|
8,294
|
|
|
7,743
|
|
|
551
|
|
|
7.1
|
|
|||
Americas Wholesale(1)
|
21,202
|
|
|
26,860
|
|
|
(5,658
|
)
|
|
(21.1
|
)
|
|||
Licensing
|
70,282
|
|
|
75,787
|
|
|
(5,505
|
)
|
|
(7.3
|
)
|
|||
Corporate Overhead
|
(65,036
|
)
|
|
(59,607
|
)
|
|
(5,429
|
)
|
|
9.1
|
|
|||
Total earnings from operations
|
$
|
51,392
|
|
|
$
|
52,746
|
|
|
$
|
(1,354
|
)
|
|
(2.6
|
%)
|
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail(1)
|
(0.6
|
%)
|
|
(3.3
|
%)
|
|
|
|
|
|||||
Europe
|
4.2
|
%
|
|
4.4
|
%
|
|
|
|
|
|||||
Asia
|
4.6
|
%
|
|
3.8
|
%
|
|
|
|
|
|||||
Americas Wholesale(1)
|
18.2
|
%
|
|
20.5
|
%
|
|
|
|
|
|||||
Licensing
|
89.0
|
%
|
|
89.8
|
%
|
|
|
|
|
|||||
Total Company
|
3.3
|
%
|
|
3.1
|
%
|
|
|
|
|
(1)
|
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
|
||||||
August 2, 2015 to August 29, 2015
|
|
|
|
|
|
|
|
||||||
Repurchase program(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
495,786,484
|
|
|
Employee transactions(2)
|
3,614
|
|
|
$
|
20.92
|
|
|
—
|
|
|
|
||
August 30, 2015 to October 3, 2015
|
|
|
|
|
|
|
|
||||||
Repurchase program(1)
|
2,000,000
|
|
|
$
|
22.00
|
|
|
2,000,000
|
|
|
$
|
451,783,109
|
|
Employee transactions(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
October 4, 2015 to October 31, 2015
|
|
|
|
|
|
|
|
||||||
Repurchase program(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
451,783,109
|
|
|
Employee transactions(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
Total
|
|
|
|
|
|
|
|
||||||
Repurchase program(1)
|
2,000,000
|
|
|
$
|
22.00
|
|
|
2,000,000
|
|
|
|
||
Employee transactions(2)
|
3,614
|
|
|
$
|
20.92
|
|
|
—
|
|
|
|
(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.
|
|
Third Amendment to Lease Agreement dated as of August 2, 2015 between the Registrant and 1444 Partners, Ltd. with respect to the Registrant’s corporate headquarters.
|
†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
|
†
|
Filed herewith
|
|
|
Guess?, Inc.
|
|
|
|
|
|
Date:
|
December 2, 2015
|
By:
|
/s/ VICTOR HERRERO
|
|
|
|
Victor Herrero
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date:
|
December 2, 2015
|
By:
|
/s/ SANDEEP REDDY
|
|
|
|
Sandeep Reddy
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
1.
|
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;
|
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;
|
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;
|
c)
|
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
|
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
|
5.
|
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
|
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.
|
Date:
|
December 2, 2015
|
By:
|
/s/ VICTOR HERRERO
|
|
|
|
Victor Herrero
Chief Executive Officer
|
1.
|
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;
|
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;
|
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;
|
c)
|
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
|
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
|
5.
|
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
|
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.
|
Date:
|
December 2, 2015
|
By:
|
/s/ SANDEEP REDDY
|
|
|
|
Sandeep Reddy
Chief Financial Officer
|
•
|
the Quarterly Report on Form 10-Q of the Company for the period ended
October 31, 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
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
December 2, 2015
|
By:
|
/s/ VICTOR HERRERO
|
|
|
|
Victor Herrero
Chief Executive Officer
|
•
|
the Quarterly Report on Form 10-Q of the Company for the period ended
October 31, 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
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
December 2, 2015
|
By:
|
/s/ SANDEEP REDDY
|
|
|
|
Sandeep Reddy
Chief Financial Officer
|