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Delaware
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95-3679695
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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1444 South Alameda Street
Los Angeles, California 90021
(213) 765-3100
(Address, including zip code, and telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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common stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
o
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Item
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Description
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Year Ended
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Year Ended
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Year Ended
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|||||||||||||||
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Jan 30, 2016
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Jan 31, 2015
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Feb 1, 2014
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Net revenue:
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Americas Retail (1)
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$
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981,942
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44.5
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%
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$
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1,032,601
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42.7
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%
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$
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1,075,475
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41.9
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%
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Europe
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727,144
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33.0
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825,136
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34.1
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903,791
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35.1
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Asia
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241,571
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11.0
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281,090
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11.6
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292,714
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11.4
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Americas Wholesale (1)
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149,797
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6.8
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167,707
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7.0
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179,600
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7.0
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Net revenue from product sales
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2,100,454
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95.3
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2,306,534
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95.4
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2,451,580
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95.4
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Licensing
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103,857
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4.7
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111,139
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4.6
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118,206
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4.6
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Total net revenue
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$
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2,204,311
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100.0
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%
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$
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2,417,673
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100.0
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%
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$
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2,569,786
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100.0
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%
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Earnings (loss) from operations:
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Americas Retail (1)
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$
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16,222
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13.3
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%
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$
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(13,734
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)
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(10.9
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%)
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$
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39,540
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17.8
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%
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Europe
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55,438
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45.7
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66,231
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52.6
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97,231
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43.7
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Asia
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10,448
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8.6
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8,013
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6.4
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25,592
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11.5
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Americas Wholesale (1)
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27,525
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22.7
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34,173
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27.1
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38,771
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17.4
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Licensing
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92,172
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76.0
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101,288
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80.4
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107,805
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48.4
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Corporate Overhead
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(80,455
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(66.3
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(70,059
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(55.6
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(73,910
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(33.2
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)
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Restructuring Charges
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—
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—
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—
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—
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(12,442
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)
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(5.6
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)
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Total earnings from operations
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$
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121,350
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100.0
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%
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$
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125,912
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100.0
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%
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$
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222,587
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100.0
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%
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(1)
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In 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.
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Jan 30,
2016 |
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Jan 31,
2015 |
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Feb 1,
2014 |
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GUESS? Retail Stores:
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U.S.
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101
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116
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121
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Canada
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54
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56
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55
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155
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172
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176
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GUESS? Retail Accessories Stores:
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U.S.
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5
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6
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8
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Canada
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10
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12
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14
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15
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18
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22
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GUESS? Factory Outlet Stores:
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U.S.
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126
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118
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113
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Canada
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26
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25
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21
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152
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143
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134
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GUESS? Factory Accessories Stores:
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U.S.
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23
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26
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26
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Canada
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5
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4
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4
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28
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30
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30
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G by GUESS Stores:
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U.S.
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64
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72
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82
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64
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72
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82
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MARCIANO Stores:
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U.S.
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23
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26
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29
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Canada
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18
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20
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21
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41
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46
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50
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Total U.S.
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342
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364
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379
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Total Canada
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113
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117
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115
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Total
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455
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481
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494
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Square footage at fiscal year end
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2,211,000
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2,301,000
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2,329,000
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•
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identify desirable locations, the availability of which is out of our control;
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negotiate acceptable lease terms, including desired tenant improvement allowances;
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efficiently build and equip the new stores;
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source sufficient levels of inventory to meet the needs of the new stores;
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hire, train and retain competent store personnel;
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successfully integrate the new stores into our existing systems and operations; and
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satisfy the fashion preferences of customers in the new geographic areas.
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•
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political instability or acts of terrorism, which disrupt trade with the countries where we operate or in which our contractors, suppliers or customers are located;
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•
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recessions in foreign economies;
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•
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inflationary pressures and volatility in foreign economies;
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•
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reduced global demand resulting in the closing of manufacturing facilities;
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•
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challenges in managing broadly dispersed foreign operations;
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•
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local business practices that do not conform to legal or ethical guidelines;
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•
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adoption of additional or revised quotas, restrictions or regulations relating to imports or exports;
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•
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additional or increased customs duties, tariffs, taxes and other charges on imports or exports;
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delays in receipts due to our distribution centers as a result of labor unrest, increasing security requirements or other factors at U.S. or other ports;
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•
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significant fluctuations in the value of the dollar against foreign currencies;
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•
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increased difficulty in protecting our intellectual property rights in foreign jurisdictions;
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•
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social, labor, legal or economic instability in the foreign markets in which we do business, which could influence our ability to sell our products in, or distribute our products from, these international markets;
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•
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restrictions on the transfer of funds between the U.S. and foreign jurisdictions;
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our ability and the ability of our international licensees, distributors and joint venture partners to locate and continue to open desirable new retail locations; and
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natural disasters in areas in which our contractors, suppliers, or customers are located.
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elect our directors;
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amend or prevent amendment of our Restated Certificate of Incorporation or Bylaws;
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effect or prevent a merger, sale of assets or other corporate transaction; and
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•
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control the outcome of any other matter submitted to our stockholders for vote.
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•
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shifts in consumer tastes and fashion trends;
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•
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the timing of new store openings and the relative proportion of new stores to mature stores;
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•
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calendar shifts of holiday or seasonal periods;
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•
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the timing of seasonal wholesale shipments;
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•
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the effectiveness of our inventory management;
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•
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changes in our merchandise mix;
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•
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changes in our mix of revenues by segment;
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•
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the timing of promotional events;
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•
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actions by competitors;
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•
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weather conditions;
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•
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changes in the business environment;
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•
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inflationary changes in prices and costs;
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•
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changes in currency exchange rates;
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•
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population trends;
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•
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changes in patterns of commerce such as the expansion of e-commerce;
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•
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the level of pre-operating expenses associated with new stores;
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•
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impairment of stores and goodwill; and
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•
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volatility in securities’ markets which could impact the value of our investments in non-operating assets.
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Location
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Use
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Approximate
Area in
Square Feet
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Los Angeles, California
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Principal executive and administrative offices, design facilities, sales offices, warehouse facilities, and sourcing used by our Americas Wholesale, Americas Retail and Corporate and Licensing support groups
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341,700
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Louisville, Kentucky
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Distribution and warehousing facility used by our Americas Wholesale and Americas Retail segments
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506,000
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New York, New York
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Administrative and sales offices, public relations, and showrooms used by our Americas Wholesale segment
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13,400
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Montreal/Toronto/Vancouver, Canada
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Administrative offices, showrooms and warehouse facilities used by our Americas Wholesale and Americas Retail segments
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111,700
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São Paulo, Brazil
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Administrative office and showroom used by our Americas Wholesale and Americas Retail segments
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4,000
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Paris, France
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Administrative office and showroom used by our Europe segment
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21,100
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Dusseldorf/Munich, Germany
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Administrative office and showrooms used by our Europe segment
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14,300
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Florence/Milan, Italy
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Administrative office, design facilities, showrooms and warehouse facilities used by our Europe segment
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119,300
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Warsaw, Poland
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Administrative office and showrooms used by our Europe segment
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12,400
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Lisbon, Portugal
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Showroom used by our Europe segment
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6,000
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Lugano, Switzerland
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Administrative, sales and marketing offices, and showrooms used by our Europe segment
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103,600
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Barcelona, Spain
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Administrative office and showrooms used by our Europe segment
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8,900
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Shanghai/Beijing, China
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Administrative offices, showrooms and warehouse facilities used by our Asia segment
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25,200
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Kowloon, Hong Kong
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Administrative and sales office, showroom and licensing coordination facilities used primarily by our Asia segment
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13,100
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Seoul, South Korea
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Administrative and sales offices, design facilities and showrooms used by our Asia segment
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45,100
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Tokyo, Japan
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Administrative and sales offices and showroom used by our Asia segment
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5,100
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Number of Stores and Concessions
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||||||||||
Years Lease Terms Expire
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U.S. and
Canada
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Europe
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Asia
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Mexico and
Brazil
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Fiscal 2017-2019
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159
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|
103
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211
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30
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Fiscal 2020-2022
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156
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110
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11
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16
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Fiscal 2023-2025
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102
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56
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—
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—
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Fiscal 2026-2028
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37
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31
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1
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—
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Thereafter
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1
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6
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—
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—
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455
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306
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223
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46
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Market Price
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Dividends
Declared and
Paid
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||||||||
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High
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Low
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Fiscal year ended January 31, 2015
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First Quarter Ended May 3, 2014
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$
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30.90
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$
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26.59
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$
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0.225
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Second Quarter Ended August 2, 2014
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28.45
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25.50
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|
|
0.225
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Third Quarter Ended November 1, 2014
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26.65
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20.31
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0.225
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Fourth Quarter Ended January 31, 2015
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22.88
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18.78
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|
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0.225
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Fiscal year ended January 30, 2016
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First Quarter Ended May 2, 2015
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$
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19.58
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$
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16.74
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$
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0.225
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Second Quarter Ended August 1, 2015
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23.29
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17.54
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|
|
0.225
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Third Quarter Ended October 31, 2015
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23.06
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19.85
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|
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0.225
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Fourth Quarter Ended January 30, 2016
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21.91
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17.21
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0.225
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Company/Market/Peer Group
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1/29/2011
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1/28/2012
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2/2/2013
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2/1/2014
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1/31/2015
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1/30/2016
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Guess?, Inc.
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|
$
|
100.00
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|
|
$
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71.18
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|
|
$
|
71.63
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|
|
$
|
75.72
|
|
|
$
|
52.68
|
|
|
$
|
54.45
|
|
S&P 1500 Apparel Retail Index
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|
$
|
100.00
|
|
|
$
|
123.93
|
|
|
$
|
160.43
|
|
|
$
|
181.37
|
|
|
$
|
218.13
|
|
|
$
|
227.19
|
|
S&P 500 Index
|
|
$
|
100.00
|
|
|
$
|
105.33
|
|
|
$
|
123.87
|
|
|
$
|
149.02
|
|
|
$
|
170.22
|
|
|
$
|
169.09
|
|
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
|
||||||
November 1, 2015 to November 28, 2015
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
—
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|
|
—
|
|
|
—
|
|
|
$
|
451,783,109
|
|
|
Employee transactions (2)
|
3,724
|
|
|
$
|
21.65
|
|
|
—
|
|
|
|
|
|
November 29, 2015 to January 2, 2016
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
451,783,109
|
|
|
Employee transactions (2)
|
246
|
|
|
$
|
19.88
|
|
|
—
|
|
|
|
|
|
January 3, 2016 to January 30, 2016
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
451,783,109
|
|
|
Employee transactions (2)
|
82,925
|
|
|
$
|
18.85
|
|
|
—
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
||
Employee transactions (2)
|
86,895
|
|
|
$
|
18.98
|
|
|
—
|
|
|
|
|
(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.
|
|
Year Ended (1)
|
||||||||||||||||||
|
Jan 30,
2016 |
|
Jan 31,
2015 |
|
Feb 1,
2014 |
|
Feb 2,
2013 |
|
Jan 28,
2012 |
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Statements of income data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
2,204,311
|
|
|
$
|
2,417,673
|
|
|
$
|
2,569,786
|
|
|
$
|
2,658,605
|
|
|
$
|
2,688,048
|
|
Earnings from operations
|
121,350
|
|
|
125,912
|
|
|
222,587
|
|
|
274,525
|
|
|
397,235
|
|
|||||
Income tax expense
|
42,464
|
|
|
45,824
|
|
|
75,248
|
|
|
99,128
|
|
|
128,691
|
|
|||||
Net earnings attributable to Guess?, Inc.
|
81,851
|
|
|
94,570
|
|
|
153,434
|
|
|
178,744
|
|
|
265,500
|
|
|||||
Net earnings per common share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.97
|
|
|
$
|
1.11
|
|
|
$
|
1.81
|
|
|
$
|
2.06
|
|
|
$
|
2.88
|
|
Diluted
|
$
|
0.96
|
|
|
$
|
1.11
|
|
|
$
|
1.80
|
|
|
$
|
2.05
|
|
|
$
|
2.86
|
|
Dividends declared per common share
|
$
|
0.90
|
|
|
$
|
0.90
|
|
|
$
|
0.80
|
|
|
$
|
2.00
|
|
|
$
|
0.80
|
|
Weighted average common shares outstanding—basic
|
84,264
|
|
|
84,604
|
|
|
84,271
|
|
|
86,262
|
|
|
91,533
|
|
|||||
Weighted average common shares outstanding—diluted
|
84,525
|
|
|
84,837
|
|
|
84,522
|
|
|
86,540
|
|
|
91,948
|
|
|
Jan 30,
2016 |
|
Jan 31,
2015 |
|
Feb 1,
2014 |
|
Feb 2,
2013 |
|
Jan 28,
2012 |
||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital (2)
|
$
|
709,193
|
|
|
$
|
790,333
|
|
|
$
|
821,661
|
|
|
$
|
701,206
|
|
|
$
|
820,444
|
|
Total assets
|
1,538,748
|
|
|
1,601,405
|
|
|
1,764,431
|
|
|
1,713,506
|
|
|
1,844,475
|
|
|||||
Borrowings and capital lease, excluding current installments
|
2,318
|
|
|
6,165
|
|
|
7,580
|
|
|
8,314
|
|
|
10,206
|
|
|||||
Stockholders’ equity
|
1,031,293
|
|
|
1,089,446
|
|
|
1,169,986
|
|
|
1,100,868
|
|
|
1,194,265
|
|
(1)
|
The Company operates on a
52
/
53
-week fiscal year calendar, which ends on the Saturday nearest to January 31 of each year.
The results for fiscal 2013 included the impact of an additional week which occurred during the fourth quarter ended February 2, 2013.
|
(2)
|
In November 2015, authoritative guidance was issued which simplifies
the presentation of deferred income taxes by requiring that all deferred tax liabilities and assets be classified as long-term on the balance sheet
. The Company adopted this guidance during the fourth quarter of fiscal 2016 and has applied it retrospectively to all periods presented herein.
|
•
|
Total net revenue
de
creased
8.8%
to $
2.20 billion
for fiscal
2016
, from $
2.42 billion
in the prior year.
In constant currency, net revenue
decrease
d by
0.9%
.
|
•
|
Gross margin (gross profit as a percentage of total net revenue)
de
creased
20
basis points to
35.7%
for fiscal
2016
, from
35.9%
in the prior year.
|
•
|
Selling, general and administrative (“SG&A”) expenses as a percentage of total net revenue (“SG&A rate”)
de
creased
50
basis points to
30.2%
for fiscal
2016
, from
30.7%
in the prior year. SG&A expenses
de
creased
10.2%
to $
666.1 million
for fiscal
2016
, from $
742.0 million
in the prior year.
|
•
|
Operating margin
in
creased
30
basis points to
5.5%
for fiscal
2016
, compared to
5.2%
in the prior year. Earnings from operations
de
creased
3.6%
to $
121.4 million
for fiscal
2016
, from $
125.9 million
in the prior year.
|
•
|
Other
income
, net (including interest income and expense), totaled $
5.9 million
for fiscal
2016
, compared to $
17.1 million
in the prior year.
|
•
|
The effective income tax rate
in
creased
140
basis points to
33.4%
for fiscal
2016
, compared to
32.0%
in the prior year.
|
•
|
The Company had
$445.5 million
in cash and cash equivalents as of
January 30, 2016
. This compares to cash and cash equivalents of
$483.5 million
at
January 31, 2015
.
|
◦
|
The Company invested
$44.0 million
to repurchase
two million
of its common shares during fiscal 2016.
|
◦
|
The Company purchased the facility that houses its U.S. distribution center for approximately
$28.8 million
during fiscal 2016.
|
•
|
Accounts receivable, which
consists of trade receivables relating primarily to the Company’s wholesale business in Europe, and to a lesser extent, to its wholesale businesses in the Americas and Asia, royalty receivables relating to its licensing operations and certain other receivables
,
in
creased by $
6.2 million
, or
2.8%
, to $
222.4 million
as of
January 30, 2016
, compared to $
216.2 million
at
January 31, 2015
.
On a constant currency basis, accounts receivable
increased
by
$15.0 million
, or
6.9%
.
|
•
|
Inventory
de
creased by $
7.4 million
, or
2.3%
, to $
311.7 million
as of
January 30, 2016
, from $
319.1 million
at
January 31, 2015
.
On a constant currency basis, inventory
increased
by
$6.2 million
,
or
2.0%
.
|
Region
|
|
Total Stores
|
|
Directly
Operated Stores
|
|
Licensee Stores
|
|||
United States and Canada
|
|
456
|
|
|
455
|
|
|
1
|
|
Europe and the Middle East
|
|
594
|
|
|
280
|
|
|
314
|
|
Asia
|
|
490
|
|
|
54
|
|
|
436
|
|
Central and South America
|
|
99
|
|
|
46
|
|
|
53
|
|
Total
|
|
1,639
|
|
|
835
|
|
|
804
|
|
|
Year Ended
|
|||||||
|
Jan 30,
2016 |
|
Jan 31,
2015 |
|
Feb 1,
2014 |
|||
Product sales
|
95.3
|
%
|
|
95.4
|
%
|
|
95.4
|
%
|
Net royalties
|
4.7
|
|
|
4.6
|
|
|
4.6
|
|
Net revenue
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Cost of product sales
|
64.3
|
|
|
64.1
|
|
|
62.0
|
|
Gross profit
|
35.7
|
|
|
35.9
|
|
|
38.0
|
|
Selling, general and administrative expenses
|
30.2
|
|
|
30.7
|
|
|
28.9
|
|
Restructuring charges
|
—
|
|
|
—
|
|
|
0.4
|
|
Earnings from operations
|
5.5
|
|
|
5.2
|
|
|
8.7
|
|
Interest expense
|
(0.0
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Interest income
|
0.0
|
|
|
0.1
|
|
|
0.1
|
|
Other income, net
|
0.3
|
|
|
0.7
|
|
|
0.4
|
|
Earnings before income tax expense
|
5.8
|
|
|
5.9
|
|
|
9.1
|
|
Income tax expense
|
2.0
|
|
|
1.9
|
|
|
3.0
|
|
Net earnings
|
3.8
|
|
|
4.0
|
|
|
6.1
|
|
Net earnings attributable to noncontrolling interests
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
Net earnings attributable to Guess?, Inc.
|
3.7
|
%
|
|
3.9
|
%
|
|
6.0
|
%
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail (1)
|
$
|
981,942
|
|
|
$
|
1,032,601
|
|
|
$
|
(50,659
|
)
|
|
(4.9
|
%)
|
Europe
|
727,144
|
|
|
825,136
|
|
|
(97,992
|
)
|
|
(11.9
|
)
|
|||
Asia
|
241,571
|
|
|
281,090
|
|
|
(39,519
|
)
|
|
(14.1
|
)
|
|||
Americas Wholesale (1)
|
149,797
|
|
|
167,707
|
|
|
(17,910
|
)
|
|
(10.7
|
)
|
|||
Licensing
|
103,857
|
|
|
111,139
|
|
|
(7,282
|
)
|
|
(6.6
|
)
|
|||
Total net revenue
|
$
|
2,204,311
|
|
|
$
|
2,417,673
|
|
|
$
|
(213,362
|
)
|
|
(8.8
|
%)
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail (1)
|
$
|
16,222
|
|
|
$
|
(13,734
|
)
|
|
$
|
29,956
|
|
|
218.1
|
%
|
Europe
|
55,438
|
|
|
66,231
|
|
|
(10,793
|
)
|
|
(16.3
|
)
|
|||
Asia
|
10,448
|
|
|
8,013
|
|
|
2,435
|
|
|
30.4
|
|
|||
Americas Wholesale (1)
|
27,525
|
|
|
34,173
|
|
|
(6,648
|
)
|
|
(19.5
|
)
|
|||
Licensing
|
92,172
|
|
|
101,288
|
|
|
(9,116
|
)
|
|
(9.0
|
)
|
|||
Corporate Overhead
|
(80,455
|
)
|
|
(70,059
|
)
|
|
(10,396
|
)
|
|
14.8
|
|
|||
Total earnings from operations
|
$
|
121,350
|
|
|
$
|
125,912
|
|
|
$
|
(4,562
|
)
|
|
(3.6
|
%)
|
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail (1)
|
1.7
|
%
|
|
(1.3
|
%)
|
|
|
|
|
|||||
Europe
|
7.6
|
%
|
|
8.0
|
%
|
|
|
|
|
|||||
Asia
|
4.3
|
%
|
|
2.9
|
%
|
|
|
|
|
|||||
Americas Wholesale (1)
|
18.4
|
%
|
|
20.4
|
%
|
|
|
|
|
|||||
Licensing
|
88.7
|
%
|
|
91.1
|
%
|
|
|
|
|
|||||
Total Company
|
5.5
|
%
|
|
5.2
|
%
|
|
|
|
|
(1)
|
In 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.
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail (1)
|
$
|
1,032,601
|
|
|
$
|
1,075,475
|
|
|
$
|
(42,874
|
)
|
|
(4.0
|
%)
|
Europe
|
825,136
|
|
|
903,791
|
|
|
(78,655
|
)
|
|
(8.7
|
)
|
|||
Asia
|
281,090
|
|
|
292,714
|
|
|
(11,624
|
)
|
|
(4.0
|
)
|
|||
Americas Wholesale (1)
|
167,707
|
|
|
179,600
|
|
|
(11,893
|
)
|
|
(6.6
|
)
|
|||
Licensing
|
111,139
|
|
|
118,206
|
|
|
(7,067
|
)
|
|
(6.0
|
)
|
|||
Total net revenue
|
$
|
2,417,673
|
|
|
$
|
2,569,786
|
|
|
$
|
(152,113
|
)
|
|
(5.9
|
%)
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail (1)
|
$
|
(13,734
|
)
|
|
$
|
39,540
|
|
|
$
|
(53,274
|
)
|
|
(134.7
|
%)
|
Europe
|
66,231
|
|
|
97,231
|
|
|
(31,000
|
)
|
|
(31.9
|
)
|
|||
Asia
|
8,013
|
|
|
25,592
|
|
|
(17,579
|
)
|
|
(68.7
|
)
|
|||
Americas Wholesale (1)
|
34,173
|
|
|
38,771
|
|
|
(4,598
|
)
|
|
(11.9
|
)
|
|||
Licensing
|
101,288
|
|
|
107,805
|
|
|
(6,517
|
)
|
|
(6.0
|
)
|
|||
Corporate Overhead
|
(70,059
|
)
|
|
(73,910
|
)
|
|
3,851
|
|
|
(5.2
|
)
|
|||
Restructuring Charges
|
—
|
|
|
(12,442
|
)
|
|
12,442
|
|
|
|
|
|||
Total earnings from operations
|
$
|
125,912
|
|
|
$
|
222,587
|
|
|
$
|
(96,675
|
)
|
|
(43.4
|
%)
|
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail (1)
|
(1.3
|
%)
|
|
3.7
|
%
|
|
|
|
|
|||||
Europe
|
8.0
|
%
|
|
10.8
|
%
|
|
|
|
|
|||||
Asia
|
2.9
|
%
|
|
8.7
|
%
|
|
|
|
|
|||||
Americas Wholesale (1)
|
20.4
|
%
|
|
21.6
|
%
|
|
|
|
|
|||||
Licensing
|
91.1
|
%
|
|
91.2
|
%
|
|
|
|
|
|||||
Total Company
|
5.2
|
%
|
|
8.7
|
%
|
|
|
|
|
(1)
|
In 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.
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year |
|
1-3 years
|
|
3-5 years
|
|
More than
5 years |
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt (1)
|
$
|
2,649
|
|
|
$
|
89
|
|
|
$
|
665
|
|
|
$
|
1,895
|
|
|
$
|
—
|
|
Capital lease obligations (1)
|
4,065
|
|
|
4,065
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations (2)
|
968,262
|
|
|
187,773
|
|
|
307,931
|
|
|
226,496
|
|
|
246,062
|
|
|||||
Purchase obligations (3)
|
208,097
|
|
|
208,097
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Benefit obligations (4)
|
87,277
|
|
|
2,173
|
|
|
5,706
|
|
|
8,057
|
|
|
71,341
|
|
|||||
Total
|
$
|
1,270,350
|
|
|
$
|
402,197
|
|
|
$
|
314,302
|
|
|
$
|
236,448
|
|
|
$
|
317,403
|
|
Other commercial commitments (5)
|
$
|
1,650
|
|
|
$
|
1,650
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Includes interest payments.
|
(2)
|
Does not include rent based on a percentage of annual sales volume, insurance, taxes and common area maintenance charges. In fiscal
2016
, these variable charges totaled $125.1 million.
|
(3)
|
Purchase obligations represent open purchase orders for raw materials and merchandise at the end of the fiscal year. These purchase orders can be impacted by various factors, including the scheduling of market weeks, the timing of issuing orders, the timing of the shipment of orders and currency fluctuations. Accordingly, a comparison of purchase orders from period-to-period is not necessarily meaningful.
|
(4)
|
Includes expected payments associated with the deferred compensation plan and the Supplemental Executive Retirement Plan through fiscal 2051.
|
(5)
|
Consists of standby letters of credit for workers’ compensation and general liability insurance.
|
|
Year Ended Jan 30, 2016
|
|
Year Ended Jan 31, 2015
|
||||
Beginning balance gain (loss)
|
$
|
7,157
|
|
|
$
|
(113
|
)
|
Net gains from changes in cash flow hedges
|
7,944
|
|
|
6,734
|
|
||
Net (gains) losses reclassified to earnings
|
(7,849
|
)
|
|
536
|
|
||
Ending balance gain
|
$
|
7,252
|
|
|
$
|
7,157
|
|
|
/s/ ERNST & YOUNG LLP
|
(1)
|
Consolidated Financial Statements
|
(2)
|
Consolidated Financial Statement Schedule
|
(3)
|
Exhibits
|
|
|
|||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
/s/ ERNST & YOUNG LLP
|
|
January 30,
2016 |
|
January 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
445,480
|
|
|
$
|
483,483
|
|
Accounts receivable, net
|
222,359
|
|
|
216,205
|
|
||
Inventories
|
311,704
|
|
|
319,078
|
|
||
Other current assets
|
56,709
|
|
|
73,533
|
|
||
Total current assets
|
1,036,252
|
|
|
1,092,299
|
|
||
Property and equipment, net
|
255,344
|
|
|
259,524
|
|
||
Goodwill
|
33,412
|
|
|
34,133
|
|
||
Other intangible assets, net
|
7,269
|
|
|
9,745
|
|
||
Deferred tax assets
|
83,613
|
|
|
87,807
|
|
||
Other assets
|
122,858
|
|
|
117,897
|
|
||
|
$
|
1,538,748
|
|
|
$
|
1,601,405
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of capital lease obligations
|
$
|
4,024
|
|
|
$
|
1,548
|
|
Accounts payable
|
177,505
|
|
|
159,924
|
|
||
Accrued expenses
|
145,530
|
|
|
140,494
|
|
||
Total current liabilities
|
327,059
|
|
|
301,966
|
|
||
Long-term debt and capital lease obligations
|
2,318
|
|
|
6,165
|
|
||
Deferred rent and lease incentives
|
76,968
|
|
|
81,761
|
|
||
Other long-term liabilities
|
95,858
|
|
|
117,630
|
|
||
|
502,203
|
|
|
507,522
|
|
||
Redeemable noncontrolling interests
|
5,252
|
|
|
4,437
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 14)
|
|
|
|
|
|||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 par value. Authorized 10,000,000 shares; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value. Authorized 150,000,000 shares; issued 140,028,937 and 139,559,000 shares, outstanding 83,833,937 and 85,323,154 shares, as of January 30, 2016 and January 31, 2015, respectively
|
838
|
|
|
853
|
|
||
Paid-in capital
|
468,574
|
|
|
453,546
|
|
||
Retained earnings
|
1,269,775
|
|
|
1,265,524
|
|
||
Accumulated other comprehensive loss
|
(158,054
|
)
|
|
(127,065
|
)
|
||
Treasury stock, 56,195,000 and 54,235,846 shares as of January 30, 2016 and January 31, 2015, respectively
|
(562,658
|
)
|
|
(519,002
|
)
|
||
Guess?, Inc. stockholders’ equity
|
1,018,475
|
|
|
1,073,856
|
|
||
Nonredeemable noncontrolling interests
|
12,818
|
|
|
15,590
|
|
||
Total stockholders’ equity
|
1,031,293
|
|
|
1,089,446
|
|
||
|
$
|
1,538,748
|
|
|
$
|
1,601,405
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
||||||
Product sales
|
$
|
2,100,454
|
|
|
$
|
2,306,534
|
|
|
$
|
2,451,580
|
|
Net royalties
|
103,857
|
|
|
111,139
|
|
|
118,206
|
|
|||
Net revenue
|
2,204,311
|
|
|
2,417,673
|
|
|
2,569,786
|
|
|||
Cost of product sales
|
1,416,881
|
|
|
1,549,788
|
|
|
1,593,652
|
|
|||
Gross profit
|
787,430
|
|
|
867,885
|
|
|
976,134
|
|
|||
Selling, general and administrative expenses
|
666,080
|
|
|
741,973
|
|
|
741,105
|
|
|||
Restructuring charges
|
—
|
|
|
—
|
|
|
12,442
|
|
|||
Earnings from operations
|
121,350
|
|
|
125,912
|
|
|
222,587
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(1,953
|
)
|
|
(2,370
|
)
|
|
(1,923
|
)
|
|||
Interest income
|
1,045
|
|
|
1,438
|
|
|
2,015
|
|
|||
Other income, net
|
6,837
|
|
|
18,028
|
|
|
10,280
|
|
|||
|
5,929
|
|
|
17,096
|
|
|
10,372
|
|
|||
|
|
|
|
|
|
||||||
Earnings before income tax expense
|
127,279
|
|
|
143,008
|
|
|
232,959
|
|
|||
Income tax expense
|
42,464
|
|
|
45,824
|
|
|
75,248
|
|
|||
Net earnings
|
84,815
|
|
|
97,184
|
|
|
157,711
|
|
|||
Net earnings attributable to noncontrolling interests
|
2,964
|
|
|
2,614
|
|
|
4,277
|
|
|||
Net earnings attributable to Guess?, Inc.
|
$
|
81,851
|
|
|
$
|
94,570
|
|
|
$
|
153,434
|
|
|
|
|
|
|
|
||||||
Net earnings per common share attributable to common stockholders (Note 18):
|
|
|
|
|
|
||||||
Basic
|
$
|
0.97
|
|
|
$
|
1.11
|
|
|
$
|
1.81
|
|
Diluted
|
$
|
0.96
|
|
|
$
|
1.11
|
|
|
$
|
1.80
|
|
Weighted average common shares outstanding attributable to common stockholders (Note 18):
|
|
|
|
|
|
||||||
Basic
|
84,264
|
|
|
84,604
|
|
|
84,271
|
|
|||
Diluted
|
84,525
|
|
|
84,837
|
|
|
84,522
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per common share
|
$
|
0.90
|
|
|
$
|
0.90
|
|
|
$
|
0.80
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
||||||
Net earnings
|
$
|
84,815
|
|
|
$
|
97,184
|
|
|
$
|
157,711
|
|
Other comprehensive income (loss) (“OCI”):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
|
|
|
|
||||||
Losses
arising during the period
|
(37,744
|
)
|
|
(116,707
|
)
|
|
(18,642
|
)
|
|||
Reclassification to net earnings for losses realized
|
—
|
|
|
—
|
|
|
217
|
|
|||
Derivative financial instruments designated as cash flow hedges
|
|
|
|
|
|
||||||
Gains arising during the period
|
9,801
|
|
|
7,884
|
|
|
4,965
|
|
|||
Less income tax effect
|
(1,857
|
)
|
|
(1,150
|
)
|
|
(873
|
)
|
|||
Reclassification to net earnings for (gains) losses realized
|
(9,147
|
)
|
|
107
|
|
|
(3,059
|
)
|
|||
Less income tax effect
|
1,298
|
|
|
429
|
|
|
636
|
|
|||
Marketable securities
|
|
|
|
|
|
||||||
Losses arising during the period
|
(19
|
)
|
|
(80
|
)
|
|
(11
|
)
|
|||
Less income tax effect
|
7
|
|
|
28
|
|
|
4
|
|
|||
Reclassification to net earnings for gains realized
|
—
|
|
|
(87
|
)
|
|
—
|
|
|||
Less income tax effect
|
—
|
|
|
33
|
|
|
—
|
|
|||
Defined benefit plans
|
|
|
|
|
|
||||||
Actuarial gains (losses)
|
8,366
|
|
|
(8,966
|
)
|
|
1,751
|
|
|||
Plan amendment
|
167
|
|
|
—
|
|
|
4,529
|
|
|||
Foreign currency and other adjustments
|
274
|
|
|
—
|
|
|
—
|
|
|||
Less income tax effect
|
(3,339
|
)
|
|
2,610
|
|
|
(2,465
|
)
|
|||
Actuarial loss amortization
|
924
|
|
|
1,002
|
|
|
1,108
|
|
|||
Prior service (credit) cost amortization
|
(97
|
)
|
|
(233
|
)
|
|
194
|
|
|||
Curtailment
|
(1,651
|
)
|
|
—
|
|
|
—
|
|
|||
Less income tax effect
|
367
|
|
|
(275
|
)
|
|
(498
|
)
|
|||
Total comprehensive income (loss)
|
52,165
|
|
|
(18,221
|
)
|
|
145,567
|
|
|||
Less comprehensive income attributable to noncontrolling interests:
|
|
|
|
|
|
||||||
Net earnings
|
2,964
|
|
|
2,614
|
|
|
4,277
|
|
|||
Foreign currency translation adjustment
|
(1,661
|
)
|
|
(2,141
|
)
|
|
(804
|
)
|
|||
Amounts attributable to noncontrolling interests
|
1,303
|
|
|
473
|
|
|
3,473
|
|
|||
Comprehensive income (loss) attributable to Guess?, Inc.
|
$
|
50,862
|
|
|
$
|
(18,694
|
)
|
|
$
|
142,094
|
|
|
Guess?, Inc. Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
Common Stock
|
|
|
|
|
|
|
|
Treasury Stock
|
|
|
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Paid-in
Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Shares
|
|
Amount
|
|
Nonredeemable
Noncontrolling
Interests
|
|
Total
|
||||||||||||||||
Balance at February 2, 2013
|
85,367,984
|
|
|
$
|
853
|
|
|
$
|
423,387
|
|
|
$
|
1,162,982
|
|
|
$
|
(2,461
|
)
|
|
53,444,098
|
|
|
$
|
(497,769
|
)
|
|
$
|
13,876
|
|
|
$
|
1,100,868
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
153,434
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,277
|
|
|
157,711
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,621
|
)
|
|
—
|
|
|
—
|
|
|
(804
|
)
|
|
(18,425
|
)
|
|||||||
Gain on derivative financial instruments designated as cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,669
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,669
|
|
|||||||
Loss on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||||
Plan amendment, prior service cost amortization and actuarial valuation gain (loss) and related amortization on defined benefit plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,619
|
|
|||||||
Issuance of common stock under stock compensation plans including tax effect
|
433,647
|
|
|
6
|
|
|
2,398
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,404
|
|
|||||||
Issuance of stock under Employee Stock Purchase Plan
|
43,265
|
|
|
—
|
|
|
569
|
|
|
—
|
|
|
—
|
|
|
(43,265
|
)
|
|
411
|
|
|
—
|
|
|
980
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
13,379
|
|
|
570
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,949
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(68,215
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68,215
|
)
|
|||||||
Share repurchases
|
(882,551
|
)
|
|
(9
|
)
|
|
9
|
|
|
—
|
|
|
—
|
|
|
882,551
|
|
|
(22,099
|
)
|
|
—
|
|
|
(22,099
|
)
|
|||||||
Noncontrolling interest capital distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,877
|
)
|
|
(1,877
|
)
|
|||||||
Redeemable noncontrolling interest redemption value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,591
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,591
|
)
|
|||||||
Balance at February 1, 2014
|
84,962,345
|
|
|
$
|
850
|
|
|
$
|
439,742
|
|
|
$
|
1,247,180
|
|
|
$
|
(13,801
|
)
|
|
54,283,384
|
|
|
$
|
(519,457
|
)
|
|
$
|
15,472
|
|
|
$
|
1,169,986
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
94,570
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,614
|
|
|
97,184
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114,566
|
)
|
|
—
|
|
|
—
|
|
|
(2,141
|
)
|
|
(116,707
|
)
|
|||||||
Gain on derivative financial instruments designated as cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,270
|
|
|||||||
Loss on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|||||||
Prior service credit amortization and actuarial valuation loss and related amortization on defined benefit plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,862
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,862
|
)
|
|||||||
Issuance of common stock under stock compensation plans including tax effect
|
313,271
|
|
|
3
|
|
|
(1,940
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,937
|
)
|
|||||||
Issuance of stock under Employee Stock Purchase Plan
|
47,538
|
|
|
—
|
|
|
553
|
|
|
—
|
|
|
—
|
|
|
(47,538
|
)
|
|
455
|
|
|
—
|
|
|
1,008
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
15,191
|
|
|
151
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,342
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(76,982
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76,982
|
)
|
|||||||
Noncontrolling interest capital distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(355
|
)
|
|
(355
|
)
|
|||||||
Redeemable noncontrolling interest redemption value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
605
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
605
|
|
|||||||
Balance at January 31, 2015
|
85,323,154
|
|
|
$
|
853
|
|
|
$
|
453,546
|
|
|
$
|
1,265,524
|
|
|
$
|
(127,065
|
)
|
|
54,235,846
|
|
|
$
|
(519,002
|
)
|
|
$
|
15,590
|
|
|
$
|
1,089,446
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
81,851
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,964
|
|
|
84,815
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,083
|
)
|
|
—
|
|
|
—
|
|
|
(1,661
|
)
|
|
(37,744
|
)
|
|||||||
Gain on derivative financial instruments designated as cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|||||||
Loss on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||||
Actuarial valuation gain (loss) and related amortization, plan amendment, curtailment and prior service credit amortization on defined benefit plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,011
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,011
|
|
|||||||
Issuance of common stock under stock compensation plans including tax effect
|
469,937
|
|
|
5
|
|
|
(4,028
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,023
|
)
|
|||||||
Issuance of stock under Employee Stock Purchase Plan
|
40,846
|
|
|
—
|
|
|
263
|
|
|
—
|
|
|
—
|
|
|
(40,846
|
)
|
|
397
|
|
|
—
|
|
|
660
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
18,773
|
|
|
107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,880
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,287
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,287
|
)
|
|||||||
Share repurchases
|
(2,000,000
|
)
|
|
(20
|
)
|
|
20
|
|
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|
(44,053
|
)
|
|
—
|
|
|
(44,053
|
)
|
|||||||
Noncontrolling interest capital distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,075
|
)
|
|
(4,075
|
)
|
|||||||
Redeemable noncontrolling interest redemption value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(420
|
)
|
|||||||
Balance at January 30, 2016
|
83,833,937
|
|
|
$
|
838
|
|
|
$
|
468,574
|
|
|
$
|
1,269,775
|
|
|
$
|
(158,054
|
)
|
|
56,195,000
|
|
|
$
|
(562,658
|
)
|
|
$
|
12,818
|
|
|
$
|
1,031,293
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
84,815
|
|
|
$
|
97,184
|
|
|
$
|
157,711
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property and equipment
|
68,588
|
|
|
82,066
|
|
|
85,817
|
|
|||
Amortization of intangible assets
|
2,096
|
|
|
2,994
|
|
|
2,552
|
|
|||
Share-based compensation expense
|
18,880
|
|
|
15,342
|
|
|
13,949
|
|
|||
Unrealized forward contract
gains
|
(1,937
|
)
|
|
(7,949
|
)
|
|
(562
|
)
|
|||
Deferred income taxes
|
723
|
|
|
(7,976
|
)
|
|
(17,804
|
)
|
|||
Net (gain) loss on disposition of long-term assets and property and equipment
|
(4,255
|
)
|
|
23,690
|
|
|
16,337
|
|
|||
Other items, net
|
3,442
|
|
|
(4,447
|
)
|
|
(2,321
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(5,970
|
)
|
|
31,113
|
|
|
38,005
|
|
|||
Inventories
|
(2,179
|
)
|
|
2,264
|
|
|
17,162
|
|
|||
Prepaid expenses and other assets
|
(306
|
)
|
|
(8,945
|
)
|
|
35,368
|
|
|||
Accounts payable and accrued expenses
|
33,510
|
|
|
(54,847
|
)
|
|
(22,653
|
)
|
|||
Deferred rent and lease incentives
|
(3,384
|
)
|
|
(5,683
|
)
|
|
(3,616
|
)
|
|||
Other long-term liabilities
|
(14,594
|
)
|
|
(10,980
|
)
|
|
7,997
|
|
|||
Net cash provided by operating activities
|
179,429
|
|
|
153,826
|
|
|
327,942
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(83,844
|
)
|
|
(71,498
|
)
|
|
(75,438
|
)
|
|||
Changes in other assets
|
2,415
|
|
|
5,298
|
|
|
5,761
|
|
|||
Proceeds from maturity and sale of investments
|
—
|
|
|
5,598
|
|
|
6,826
|
|
|||
Acquisition of businesses, net of cash acquired
|
(1,330
|
)
|
|
(887
|
)
|
|
(1,648
|
)
|
|||
Net cash settlement of forward contracts
|
9,014
|
|
|
3,658
|
|
|
1,423
|
|
|||
Net cash used in investing activities
|
(73,745
|
)
|
|
(57,831
|
)
|
|
(63,076
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Payment of debt issuance costs
|
(1,072
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from borrowings
|
948
|
|
|
1,707
|
|
|
3,103
|
|
|||
Repayment of capital lease obligations and borrowings
|
(1,518
|
)
|
|
(4,561
|
)
|
|
(1,474
|
)
|
|||
Dividends paid
|
(76,860
|
)
|
|
(77,005
|
)
|
|
(68,218
|
)
|
|||
Noncontrolling interest capital contributions
|
871
|
|
|
—
|
|
|
1,199
|
|
|||
Noncontrolling interest capital distributions
|
(4,075
|
)
|
|
(355
|
)
|
|
(1,877
|
)
|
|||
Issuance of common stock, net of tax withholdings on vesting of stock awards
|
(2,220
|
)
|
|
87
|
|
|
3,861
|
|
|||
Excess tax benefits from share-based compensation
|
239
|
|
|
440
|
|
|
698
|
|
|||
Purchase of treasury stock
|
(44,053
|
)
|
|
—
|
|
|
(22,099
|
)
|
|||
Net cash used in financing activities
|
(127,740
|
)
|
|
(79,687
|
)
|
|
(84,807
|
)
|
|||
Effect of exchange rates on cash and cash equivalents
|
(15,947
|
)
|
|
(35,770
|
)
|
|
(6,135
|
)
|
|||
Net change in cash and cash equivalents
|
(38,003
|
)
|
|
(19,462
|
)
|
|
173,924
|
|
|||
Cash and cash equivalents at the beginning of the year
|
483,483
|
|
|
502,945
|
|
|
329,021
|
|
|||
Cash and cash equivalents at the end of the year
|
$
|
445,480
|
|
|
$
|
483,483
|
|
|
$
|
502,945
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow data:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
868
|
|
|
$
|
1,556
|
|
|
$
|
1,460
|
|
Income taxes paid
|
$
|
31,188
|
|
|
$
|
78,122
|
|
|
$
|
112,996
|
|
Building and building improvements including properties under capital lease
|
10 to 39 years
|
Land improvements
|
5 years
|
Furniture, fixtures and equipment
|
2 to 10 years
|
Purchased intangibles
|
4 to 20 years
|
|
Jan 30, 2016
|
|
Jan 31, 2015
|
||||
Trade
|
$
|
222,972
|
|
|
$
|
229,618
|
|
Royalty
|
16,443
|
|
|
10,118
|
|
||
Other
|
16,493
|
|
|
8,389
|
|
||
|
255,908
|
|
|
248,125
|
|
||
Less allowances
|
33,549
|
|
|
31,920
|
|
||
|
$
|
222,359
|
|
|
$
|
216,205
|
|
|
Jan 30, 2016
|
|
Jan 31, 2015
|
||||
Raw materials
|
$
|
2,043
|
|
|
$
|
4,548
|
|
Work in progress
|
92
|
|
|
77
|
|
||
Finished goods
|
309,569
|
|
|
314,453
|
|
||
|
$
|
311,704
|
|
|
$
|
319,078
|
|
|
Jan 30, 2016
|
|
Jan 31, 2015
|
||||
Land and land improvements
|
$
|
2,750
|
|
|
$
|
2,866
|
|
Building and building improvements
|
29,501
|
|
|
3,471
|
|
||
Leasehold improvements
|
354,524
|
|
|
386,374
|
|
||
Furniture, fixtures and equipment
|
343,537
|
|
|
356,960
|
|
||
Construction in progress
|
7,307
|
|
|
11,417
|
|
||
Properties under capital lease
|
18,421
|
|
|
19,190
|
|
||
|
756,040
|
|
|
780,278
|
|
||
Less accumulated depreciation and amortization
|
500,696
|
|
|
520,754
|
|
||
|
$
|
255,344
|
|
|
$
|
259,524
|
|
|
Jan 30, 2016
|
|
Jan 31, 2015
|
||||
Aggregate carrying value of all long-lived assets impaired
|
$
|
2,469
|
|
|
$
|
26,106
|
|
Less impairment charges
|
2,287
|
|
|
24,766
|
|
||
Aggregate remaining fair value of all long-lived assets impaired
|
$
|
182
|
|
|
$
|
1,340
|
|
|
Americas Retail
|
|
Europe
|
|
Americas Wholesale
|
|
Total
|
||||||||
Goodwill balance at February 1, 2014
|
$
|
1,840
|
|
|
$
|
27,167
|
|
|
$
|
9,985
|
|
|
$
|
38,992
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Disposal
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
(113
|
)
|
||||
Translation adjustments
|
(91
|
)
|
|
(4,639
|
)
|
|
(16
|
)
|
|
(4,746
|
)
|
||||
Goodwill balance at January 31, 2015
|
1,749
|
|
|
22,415
|
|
|
9,969
|
|
|
34,133
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Acquisition
|
—
|
|
|
269
|
|
|
—
|
|
|
269
|
|
||||
Translation adjustments
|
(56
|
)
|
|
(925
|
)
|
|
(9
|
)
|
|
(990
|
)
|
||||
Goodwill balance at January 30, 2016
|
$
|
1,693
|
|
|
$
|
21,759
|
|
|
$
|
9,960
|
|
|
$
|
33,412
|
|
|
Jan 30, 2016
|
|
Jan 31, 2015
|
||||
Accrued compensation and benefits
|
$
|
58,861
|
|
|
$
|
55,775
|
|
Sales and use taxes, property taxes and other indirect taxes
|
25,504
|
|
|
20,874
|
|
||
Deferred royalties and other revenue
|
14,252
|
|
|
15,490
|
|
||
Store credits, loyalty and gift cards
|
10,768
|
|
|
9,745
|
|
||
Professional and legal fees
|
10,548
|
|
|
4,988
|
|
||
Advertising
|
9,578
|
|
|
9,368
|
|
||
Retail sales returns allowance
|
2,445
|
|
|
2,113
|
|
||
Construction costs
|
2,276
|
|
|
5,376
|
|
||
Accrued rent
|
1,461
|
|
|
2,378
|
|
||
Restructuring charges
|
—
|
|
|
276
|
|
||
Other
|
9,837
|
|
|
14,111
|
|
||
|
$
|
145,530
|
|
|
$
|
140,494
|
|
|
Jan 30, 2016
|
|
Jan 31, 2015
|
||||
European capital lease, maturing quarterly through May 2016
|
$
|
4,024
|
|
|
$
|
5,745
|
|
Other
|
2,318
|
|
|
1,968
|
|
||
|
6,342
|
|
|
7,713
|
|
||
Less current installments
|
4,024
|
|
|
1,548
|
|
||
Long-term debt and capital lease obligations
|
$
|
2,318
|
|
|
$
|
6,165
|
|
|
Capital Lease
|
|
Debt
|
|
Total
|
||||||
Fiscal 2017
|
$
|
4,024
|
|
|
$
|
—
|
|
|
$
|
4,024
|
|
Fiscal 2018
|
—
|
|
|
—
|
|
|
—
|
|
|||
Fiscal 2019
|
—
|
|
|
492
|
|
|
492
|
|
|||
Fiscal 2020
|
—
|
|
|
1,001
|
|
|
1,001
|
|
|||
Fiscal 2021
|
—
|
|
|
825
|
|
|
825
|
|
|||
Thereafter
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
4,024
|
|
|
$
|
2,318
|
|
|
$
|
6,342
|
|
|
|
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
|
|
(104
|
)
|
|
Balance at January 30, 2016
|
|
$
|
—
|
|
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Marketable Securities
|
|
Defined Benefit Plans
|
|
Total
|
||||||||||
Balance at February 2, 2013
|
$
|
10,618
|
|
|
$
|
(1,782
|
)
|
|
$
|
110
|
|
|
$
|
(11,407
|
)
|
|
$
|
(2,461
|
)
|
Gains (losses) arising during the period
|
(17,838
|
)
|
|
4,092
|
|
|
(7
|
)
|
|
3,815
|
|
|
(9,938
|
)
|
|||||
Reclassification to net earnings for (gains) losses realized
|
217
|
|
|
(2,423
|
)
|
|
—
|
|
|
804
|
|
|
(1,402
|
)
|
|||||
Net other comprehensive income (loss)
|
(17,621
|
)
|
|
1,669
|
|
|
(7
|
)
|
|
4,619
|
|
|
(11,340
|
)
|
|||||
Balance at February 1, 2014
|
$
|
(7,003
|
)
|
|
$
|
(113
|
)
|
|
$
|
103
|
|
|
$
|
(6,788
|
)
|
|
$
|
(13,801
|
)
|
Gains (losses) arising during the period
|
(114,566
|
)
|
|
6,734
|
|
|
(52
|
)
|
|
(6,356
|
)
|
|
(114,240
|
)
|
|||||
Reclassification to net earnings for (gains) losses realized
|
—
|
|
|
536
|
|
|
(54
|
)
|
|
494
|
|
|
976
|
|
|||||
Net other comprehensive income (loss)
|
(114,566
|
)
|
|
7,270
|
|
|
(106
|
)
|
|
(5,862
|
)
|
|
(113,264
|
)
|
|||||
Balance at January 31, 2015
|
$
|
(121,569
|
)
|
|
$
|
7,157
|
|
|
$
|
(3
|
)
|
|
$
|
(12,650
|
)
|
|
$
|
(127,065
|
)
|
Gains (losses) arising during the period
|
(36,083
|
)
|
|
7,944
|
|
|
(12
|
)
|
|
5,468
|
|
|
(22,683
|
)
|
|||||
Reclassification to net earnings for gains realized
|
—
|
|
|
(7,849
|
)
|
|
—
|
|
|
(457
|
)
|
|
(8,306
|
)
|
|||||
Net other comprehensive income (loss)
|
(36,083
|
)
|
|
95
|
|
|
(12
|
)
|
|
5,011
|
|
|
(30,989
|
)
|
|||||
Balance at January 30, 2016
|
$
|
(157,652
|
)
|
|
$
|
7,252
|
|
|
$
|
(15
|
)
|
|
$
|
(7,639
|
)
|
|
$
|
(158,054
|
)
|
|
|
|
|
|
|
|
Location of (Gain) Loss
Reclassified from
Accumulated OCI
into Earnings
|
||||||
|
Year Ended
Jan 30, 2016 |
|
Year Ended
Jan 31, 2015 |
|
Year Ended
Feb 1, 2014 |
|
|||||||
Foreign currency translation adjustment:
|
|
|
|
|
|
|
|
||||||
Liquidation of investment in a foreign entity
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
217
|
|
|
Restructuring charges
|
|
—
|
|
|
—
|
|
|
217
|
|
|
|
|||
Derivative financial instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
||||||
Foreign exchange currency contracts
|
(8,314
|
)
|
|
272
|
|
|
(3,050
|
)
|
|
Cost of product sales
|
|||
Foreign exchange currency contracts
|
(833
|
)
|
|
(165
|
)
|
|
(9
|
)
|
|
Other income/expense
|
|||
Less income tax effect
|
1,298
|
|
|
429
|
|
|
636
|
|
|
Income tax expense
|
|||
|
(7,849
|
)
|
|
536
|
|
|
(2,423
|
)
|
|
|
|||
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
|
924
|
|
|
1,002
|
|
|
1,108
|
|
|
(1)
|
|||
Prior service (credit) cost amortization
|
(97
|
)
|
|
(233
|
)
|
|
194
|
|
|
(1)
|
|||
Curtailment
|
(1,651
|
)
|
|
—
|
|
|
—
|
|
|
(1)
|
|||
Less income tax effect
|
367
|
|
|
(275
|
)
|
|
(498
|
)
|
|
Income tax expense
|
|||
|
(457
|
)
|
|
494
|
|
|
804
|
|
|
|
|||
Total reclassifications during the period
|
$
|
(8,306
|
)
|
|
$
|
976
|
|
|
$
|
(1,402
|
)
|
|
|
(1)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic defined benefit pension cost. Refer to Note
12
for further information.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
23,618
|
|
|
$
|
37,802
|
|
|
$
|
61,239
|
|
Deferred
|
4,038
|
|
|
(8,566
|
)
|
|
(20,294
|
)
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
3,864
|
|
|
6,242
|
|
|
6,202
|
|
|||
Deferred
|
(296
|
)
|
|
(3,262
|
)
|
|
(1,627
|
)
|
|||
Foreign:
|
|
|
|
|
|
||||||
Current
|
14,259
|
|
|
9,756
|
|
|
25,611
|
|
|||
Deferred
|
(3,019
|
)
|
|
3,852
|
|
|
4,117
|
|
|||
Total
|
$
|
42,464
|
|
|
$
|
45,824
|
|
|
$
|
75,248
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
||||||
Computed “expected” tax expense
|
$
|
44,547
|
|
|
$
|
50,053
|
|
|
$
|
81,536
|
|
State taxes, net of federal benefit
|
2,320
|
|
|
1,937
|
|
|
2,974
|
|
|||
Non-U.S. tax expense less than federal statutory tax rate (1)
|
(6,991
|
)
|
|
(5,955
|
)
|
|
(11,260
|
)
|
|||
Valuation reserve (2)
|
3,024
|
|
|
3,284
|
|
|
1,085
|
|
|||
Unrecognized tax benefit
|
1,123
|
|
|
471
|
|
|
6,856
|
|
|||
Prior year tax adjustments
|
(2,944
|
)
|
|
(2,955
|
)
|
|
(3,489
|
)
|
|||
Other
|
1,385
|
|
|
(1,011
|
)
|
|
(2,454
|
)
|
|||
Total
|
$
|
42,464
|
|
|
$
|
45,824
|
|
|
$
|
75,248
|
|
(1)
|
The jurisdictional location of pre-tax income (loss) may represent a significant component of the Company’s effective tax rate as income tax rates outside the U.S. are generally lower than the U.S. statutory income tax rate. Furthermore, the impact of changes in the jurisdictional location of pre-tax income (loss) on the Company’s effective tax rate will be greater at lower levels of consolidated pre-tax income (loss). These amounts exclude the impact of net changes in valuation allowances, audit and other adjustments related to the Company’s non-U.S. operations, as they are reported separately in the appropriate corresponding line items in the table above. The impact on the Company’s effective tax rate was primarily related to the Company’s Swiss and Korean subsidiaries which have jurisdictional effective tax rates which range from
10%
to
20%
lower than the U.S. rates.
|
(2)
|
Amounts relate primarily to net operating losses in emerging markets in Asia and South America for which have full valuation reserves.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
||||||
Operations
|
$
|
42,464
|
|
|
$
|
45,824
|
|
|
$
|
75,248
|
|
Stockholders’ equity
|
4,668
|
|
|
(660
|
)
|
|
3,673
|
|
|||
Total income tax expense
|
$
|
47,132
|
|
|
$
|
45,164
|
|
|
$
|
78,921
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
||||||
Derivative financial instruments designated as cash flow hedges
|
$
|
559
|
|
|
$
|
721
|
|
|
$
|
237
|
|
Marketable securities
|
(7
|
)
|
|
(61
|
)
|
|
(4
|
)
|
|||
Defined benefit plans
|
2,972
|
|
|
(2,335
|
)
|
|
2,963
|
|
|||
Total income tax expense (benefit)
|
$
|
3,524
|
|
|
$
|
(1,675
|
)
|
|
$
|
3,196
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
||||||
Domestic operations
|
$
|
90,141
|
|
|
$
|
98,036
|
|
|
$
|
140,153
|
|
Foreign operations
|
37,138
|
|
|
44,972
|
|
|
92,806
|
|
|||
Earnings before income tax expense and noncontrolling interests
|
$
|
127,279
|
|
|
$
|
143,008
|
|
|
$
|
232,959
|
|
|
Jan 30, 2016
|
|
Jan 31, 2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Defined benefit plans
|
$
|
20,654
|
|
|
$
|
23,901
|
|
Deferred compensation
|
14,729
|
|
|
12,416
|
|
||
Rent expense
|
12,545
|
|
|
12,672
|
|
||
Deferred income
|
10,923
|
|
|
15,953
|
|
||
Net operating losses
|
8,460
|
|
|
6,122
|
|
||
Lease incentives
|
6,865
|
|
|
6,179
|
|
||
Bad debt reserve
|
4,515
|
|
|
5,175
|
|
||
Accrued bonus
|
2,956
|
|
|
1,342
|
|
||
Uniform capitalization
|
1,929
|
|
|
1,927
|
|
||
Excess of book over tax depreciation/amortization
|
—
|
|
|
1,667
|
|
||
Other
|
23,538
|
|
|
15,453
|
|
||
Total deferred tax assets
|
107,114
|
|
|
102,807
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Excess of tax over book depreciation/amortization
|
(4,259
|
)
|
|
—
|
|
||
Goodwill amortization
|
(3,629
|
)
|
|
(3,627
|
)
|
||
Other
|
(5,029
|
)
|
|
(3,872
|
)
|
||
Valuation allowance
|
(10,584
|
)
|
|
(7,501
|
)
|
||
Net deferred tax assets
|
$
|
83,613
|
|
|
$
|
87,807
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
||||||
Beginning balance
|
$
|
13,640
|
|
|
$
|
10,900
|
|
|
$
|
4,527
|
|
Additions:
|
|
|
|
|
|
||||||
Tax positions related to the prior year
|
496
|
|
|
4,224
|
|
|
—
|
|
|||
Tax positions related to the current year
|
1,516
|
|
|
1,722
|
|
|
7,501
|
|
|||
Reductions:
|
|
|
|
|
|
||||||
Tax positions related to the prior year
|
(1,650
|
)
|
|
(55
|
)
|
|
(1,128
|
)
|
|||
Tax positions related to the current year
|
(359
|
)
|
|
(91
|
)
|
|
—
|
|
|||
Settlements
|
(505
|
)
|
|
(599
|
)
|
|
—
|
|
|||
Expiration of statutes of limitation
|
(553
|
)
|
|
(2,461
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
12,585
|
|
|
$
|
13,640
|
|
|
$
|
10,900
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
||||||
Interest cost
|
$
|
1,986
|
|
|
$
|
2,289
|
|
|
$
|
2,345
|
|
Net amortization of unrecognized prior service (credit) cost
|
(97
|
)
|
|
(233
|
)
|
|
194
|
|
|||
Net amortization of actuarial losses
|
740
|
|
|
938
|
|
|
1,108
|
|
|||
Curtailment gain
|
(1,651
|
)
|
|
—
|
|
|
—
|
|
|||
Net periodic defined benefit pension cost
|
$
|
978
|
|
|
$
|
2,994
|
|
|
$
|
3,647
|
|
Unrecognized prior service (credit) cost charged to comprehensive income (loss)
|
$
|
(97
|
)
|
|
$
|
(233
|
)
|
|
$
|
194
|
|
Unrecognized net actuarial loss charged to comprehensive income (loss)
|
740
|
|
|
938
|
|
|
1,108
|
|
|||
Curtailment gain
|
(1,651
|
)
|
|
—
|
|
|
—
|
|
|||
Actuarial gains (losses)
|
8,707
|
|
|
(6,142
|
)
|
|
1,751
|
|
|||
Plan amendment
|
—
|
|
|
—
|
|
|
4,529
|
|
|||
Related tax impact
|
(2,945
|
)
|
|
2,080
|
|
|
(2,963
|
)
|
|||
Total periodic defined benefit pension cost and other charges to comprehensive income (loss)
|
$
|
4,754
|
|
|
$
|
(3,357
|
)
|
|
$
|
4,619
|
|
|
Jan 30, 2016
|
|
Jan 31, 2015
|
||||
Unrecognized prior service credit (1)
|
$
|
—
|
|
|
$
|
(1,748
|
)
|
Unrecognized net actuarial loss (1)
|
8,731
|
|
|
18,178
|
|
||
Total included in accumulated other comprehensive loss
|
$
|
8,731
|
|
|
$
|
16,430
|
|
(1)
|
In fiscal 2016, the Company amended the SERP to effectively eliminate any future salary progression by finalizing compensation levels for future benefits.
Subsequent to this amendment, there are
no
employees considered actively participating under the terms of the SERP.
As a result, the Company recorded an unrecognized actuarial gain of
$11.4 million
before taxes and also recognized a curtailment gain of
$1.7 million
before taxes related to the accelerated amortization of the remaining prior service credit during fiscal 2016.
|
|
Jan 30, 2016
|
|
Jan 31, 2015
|
||||
Projected benefit obligation (1)
|
$
|
(53,443
|
)
|
|
$
|
(61,862
|
)
|
Plan assets at fair value (2)
|
—
|
|
|
—
|
|
||
Net liability
|
$
|
(53,443
|
)
|
|
$
|
(61,862
|
)
|
(1)
|
The projected benefit obligation was included in accrued expenses and other long-term liabilities in the Company’s consolidated balance sheets depending on the expected timing of payments.
|
(2)
|
The SERP is a non-qualified pension plan and hence the insurance policies are not considered to be plan assets. Accordingly, the table above does not include the insurance policies with cash surrender values of
$52.5 million
and
$53.6 million
as of
January 30, 2016
and
January 31, 2015
, respectively.
|
|
Projected Benefit
Obligation
|
||
Balance at February 1, 2014
|
$
|
54,704
|
|
Interest cost
|
2,289
|
|
|
Actuarial losses
|
6,142
|
|
|
Payments
|
(1,273
|
)
|
|
Balance at January 31, 2015
|
$
|
61,862
|
|
Interest cost
|
1,986
|
|
|
Actuarial gains
|
(8,707
|
)
|
|
Payments
|
(1,698
|
)
|
|
Balance at January 30, 2016
|
$
|
53,443
|
|
|
|
|
Operating Leases
|
|
|
||||||||||
|
Capital Lease
|
|
Non-Related
Parties
|
|
Related
Parties
|
|
Total
|
||||||||
Fiscal 2017
|
$
|
4,065
|
|
|
$
|
183,134
|
|
|
$
|
4,639
|
|
|
$
|
191,838
|
|
Fiscal 2018
|
—
|
|
|
159,758
|
|
|
4,642
|
|
|
164,400
|
|
||||
Fiscal 2019
|
—
|
|
|
139,185
|
|
|
4,346
|
|
|
143,531
|
|
||||
Fiscal 2020
|
—
|
|
|
122,573
|
|
|
4,381
|
|
|
126,954
|
|
||||
Fiscal 2021
|
—
|
|
|
97,558
|
|
|
1,984
|
|
|
99,542
|
|
||||
Thereafter
|
—
|
|
|
246,062
|
|
|
—
|
|
|
246,062
|
|
||||
Total minimum lease payments
|
$
|
4,065
|
|
|
$
|
948,270
|
|
|
$
|
19,992
|
|
|
$
|
972,327
|
|
Less interest
|
(41
|
)
|
|
|
|
|
|
|
|
|
|
||||
Capital lease obligations
|
$
|
4,024
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Year Ended
|
||||
|
Jan 30, 2016
|
|
Jan 31, 2015
|
||||
Beginning balance
|
$
|
4,437
|
|
|
$
|
5,830
|
|
Foreign currency translation adjustment
|
(476
|
)
|
|
(788
|
)
|
||
Noncontrolling interest capital contribution
|
871
|
|
|
—
|
|
||
Redeemable noncontrolling interest redemption value adjustment
|
420
|
|
|
(605
|
)
|
||
Ending balance
|
$
|
5,252
|
|
|
$
|
4,437
|
|
|
|
Quarterly Periods Ended (1)
|
||||||||||||||
Year Ended January 30, 2016
|
|
May 2,
2015 |
|
Aug 1,
2015 |
|
Oct 31,
2015 |
|
Jan 30,
2016 |
||||||||
Net revenue
|
|
$
|
478,824
|
|
|
$
|
546,264
|
|
|
$
|
520,964
|
|
|
$
|
658,259
|
|
Gross profit
|
|
165,485
|
|
|
198,117
|
|
|
183,664
|
|
|
240,164
|
|
||||
Net earnings
|
|
3,987
|
|
|
18,479
|
|
|
13,061
|
|
|
49,288
|
|
||||
Net earnings attributable to Guess?, Inc.
|
|
3,341
|
|
|
18,289
|
|
|
12,444
|
|
|
47,777
|
|
||||
Net earnings per common share attributable to common stockholders: (2)
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.04
|
|
|
$
|
0.21
|
|
|
$
|
0.15
|
|
|
$
|
0.57
|
|
Diluted
|
|
$
|
0.04
|
|
|
$
|
0.21
|
|
|
$
|
0.15
|
|
|
$
|
0.57
|
|
|
|
Quarterly Periods Ended (1)
|
||||||||||||||
Year Ended January 31, 2015
|
|
May 3,
2014 |
|
Aug 2,
2014 |
|
Nov 1,
2014 |
|
Jan 31,
2015 |
||||||||
Net revenue
|
|
$
|
522,541
|
|
|
$
|
608,571
|
|
|
$
|
589,834
|
|
|
$
|
696,727
|
|
Gross profit
|
|
176,231
|
|
|
216,777
|
|
|
213,958
|
|
|
260,919
|
|
||||
Net earnings (loss)
|
|
(2,187
|
)
|
|
22,272
|
|
|
21,510
|
|
|
55,589
|
|
||||
Net earnings (loss) attributable to Guess?, Inc.
|
|
(2,101
|
)
|
|
21,954
|
|
|
20,788
|
|
|
53,929
|
|
||||
Net earnings (loss) per common share attributable to common stockholders: (2)
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.03
|
)
|
|
$
|
0.26
|
|
|
$
|
0.24
|
|
|
$
|
0.63
|
|
Diluted
|
|
$
|
(0.03
|
)
|
|
$
|
0.26
|
|
|
$
|
0.24
|
|
|
$
|
0.63
|
|
(1)
|
All fiscal quarters presented consisted of 13 weeks.
|
(2)
|
Per common share amounts for the quarters and full years have been calculated separately. Accordingly, quarterly amounts may not add to the annual amount because of differences in the average common shares outstanding during each period.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Americas Retail (1)
|
$
|
981,942
|
|
|
$
|
1,032,601
|
|
|
$
|
1,075,475
|
|
Europe
|
727,144
|
|
|
825,136
|
|
|
903,791
|
|
|||
Asia
|
241,571
|
|
|
281,090
|
|
|
292,714
|
|
|||
Americas Wholesale (1)
|
149,797
|
|
|
167,707
|
|
|
179,600
|
|
|||
Licensing
|
103,857
|
|
|
111,139
|
|
|
118,206
|
|
|||
Total net revenue
|
$
|
2,204,311
|
|
|
$
|
2,417,673
|
|
|
$
|
2,569,786
|
|
Earnings (loss) from operations:
|
|
|
|
|
|
||||||
Americas Retail (1)
|
$
|
16,222
|
|
|
$
|
(13,734
|
)
|
|
$
|
39,540
|
|
Europe
|
55,438
|
|
|
66,231
|
|
|
97,231
|
|
|||
Asia
|
10,448
|
|
|
8,013
|
|
|
25,592
|
|
|||
Americas Wholesale (1)
|
27,525
|
|
|
34,173
|
|
|
38,771
|
|
|||
Licensing
|
92,172
|
|
|
101,288
|
|
|
107,805
|
|
|||
Corporate Overhead
|
(80,455
|
)
|
|
(70,059
|
)
|
|
(73,910
|
)
|
|||
Restructuring Charges
|
—
|
|
|
—
|
|
|
(12,442
|
)
|
|||
Total earnings from operations
|
$
|
121,350
|
|
|
$
|
125,912
|
|
|
$
|
222,587
|
|
Capital expenditures:
|
|
|
|
|
|
||||||
Americas Retail (1)
|
$
|
26,384
|
|
|
$
|
30,704
|
|
|
$
|
29,980
|
|
Europe
|
13,869
|
|
|
22,930
|
|
|
30,994
|
|
|||
Asia
|
6,265
|
|
|
7,150
|
|
|
7,150
|
|
|||
Americas Wholesale (1)
|
2,854
|
|
|
4,958
|
|
|
4,870
|
|
|||
Licensing
|
27
|
|
|
16
|
|
|
39
|
|
|||
Corporate Overhead
|
34,445
|
|
|
5,740
|
|
|
2,405
|
|
|||
Total capital expenditures
|
$
|
83,844
|
|
|
$
|
71,498
|
|
|
$
|
75,438
|
|
|
Jan 30, 2016
|
|
Jan 31, 2015
|
||||
Total assets:
|
|
|
|
||||
Americas Retail (1)
|
$
|
276,920
|
|
|
$
|
279,903
|
|
Europe
|
693,469
|
|
|
690,294
|
|
||
Asia
|
149,006
|
|
|
146,292
|
|
||
Americas Wholesale (1)
|
195,054
|
|
|
274,996
|
|
||
Licensing
|
16,100
|
|
|
9,933
|
|
||
Corporate Overhead
|
208,199
|
|
|
199,987
|
|
||
Total assets
|
$
|
1,538,748
|
|
|
$
|
1,601,405
|
|
(1)
|
In 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.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
U.S.
|
$
|
900,723
|
|
|
$
|
951,137
|
|
|
$
|
988,746
|
|
Italy
|
246,729
|
|
|
278,523
|
|
|
306,281
|
|
|||
Canada
|
223,386
|
|
|
238,417
|
|
|
264,107
|
|
|||
South Korea
|
160,385
|
|
|
200,465
|
|
|
198,843
|
|
|||
Other foreign countries
|
673,088
|
|
|
749,131
|
|
|
811,809
|
|
|||
Total net revenue
|
$
|
2,204,311
|
|
|
$
|
2,417,673
|
|
|
$
|
2,569,786
|
|
|
Jan 30, 2016
|
|
Jan 31, 2015
|
||||
Long-lived assets:
|
|
|
|
||||
U.S.
|
$
|
146,651
|
|
|
$
|
130,497
|
|
Italy
|
33,441
|
|
|
40,609
|
|
||
Canada
|
18,336
|
|
|
22,476
|
|
||
South Korea
|
7,827
|
|
|
8,945
|
|
||
Other foreign countries
|
103,991
|
|
|
110,763
|
|
||
Total long-lived assets
|
$
|
310,246
|
|
|
$
|
313,290
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
||||||
Net earnings attributable to Guess?, Inc.
|
$
|
81,851
|
|
|
$
|
94,570
|
|
|
$
|
153,434
|
|
Less net earnings attributable to nonvested restricted stockholders
|
532
|
|
|
662
|
|
|
1,243
|
|
|||
Net earnings attributable to common stockholders
|
$
|
81,319
|
|
|
$
|
93,908
|
|
|
$
|
152,191
|
|
|
|
|
|
|
|
||||||
Weighted average common shares used in basic computations
|
84,264
|
|
|
84,604
|
|
|
84,271
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and restricted stock units
|
261
|
|
|
233
|
|
|
251
|
|
|||
Weighted average common shares used in diluted computations
|
84,525
|
|
|
84,837
|
|
|
84,522
|
|
|||
Net earnings per common share attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.97
|
|
|
$
|
1.11
|
|
|
$
|
1.81
|
|
Diluted
|
$
|
0.96
|
|
|
$
|
1.11
|
|
|
$
|
1.80
|
|
|
Year Ended
|
|
Valuation Assumptions
|
Jan 30, 2016
|
|
Risk-free interest rate
|
0.9
|
%
|
Expected stock price volatility
|
38.6
|
%
|
Expected dividend yield
|
—
|
%
|
Expected life of market-based awards (in years)
|
2.8
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
||||||
Stock options
|
$
|
2,113
|
|
|
$
|
2,106
|
|
|
$
|
2,490
|
|
Stock awards/units
|
16,604
|
|
|
12,999
|
|
|
11,225
|
|
|||
ESPP
|
163
|
|
|
237
|
|
|
234
|
|
|||
Total share-based compensation expense
|
$
|
18,880
|
|
|
$
|
15,342
|
|
|
$
|
13,949
|
|
|
Number of Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic Value ($000’s) |
|||||
Options outstanding at January 31, 2015
|
1,817,131
|
|
|
$
|
30.61
|
|
|
|
|
|
|
|
Granted
|
1,288,400
|
|
|
19.26
|
|
|
|
|
|
|
||
Exercised
|
(20,600
|
)
|
|
15.52
|
|
|
|
|
|
|
||
Forfeited
|
(306,687
|
)
|
|
25.54
|
|
|
|
|
|
|
||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Options outstanding at January 30, 2016
|
2,778,244
|
|
|
$
|
26.02
|
|
|
7.05
|
|
$
|
162
|
|
Exercisable at January 30, 2016
|
1,488,871
|
|
|
$
|
30.37
|
|
|
5.28
|
|
$
|
43
|
|
Options exercisable and expected to vest at January 30, 2016
|
2,545,265
|
|
|
$
|
26.55
|
|
|
6.84
|
|
$
|
142
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|||
Valuation Assumptions
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
|||
Risk-free interest rate
|
1.0
|
%
|
|
0.8
|
%
|
|
0.5
|
%
|
Expected stock price volatility
|
36.7
|
%
|
|
36.1
|
%
|
|
39.7
|
%
|
Expected dividend yield
|
4.7
|
%
|
|
3.3
|
%
|
|
3.0
|
%
|
Expected life of stock options (in years)
|
3.8
|
|
|
3.7
|
|
|
3.7
|
|
|
Number of
Shares/Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at January 31, 2015
|
991,587
|
|
|
$
|
28.71
|
|
Granted
|
1,256,972
|
|
|
18.79
|
|
|
Vested
|
(570,701
|
)
|
|
24.55
|
|
|
Forfeited
|
(295,725
|
)
|
|
26.56
|
|
|
Nonvested at January 30, 2016
|
1,382,133
|
|
|
$
|
21.87
|
|
|
Number of
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at January 31, 2015
|
413,834
|
|
|
$
|
29.66
|
|
Granted
|
425,866
|
|
|
19.39
|
|
|
Vested
|
(100,000
|
)
|
|
29.47
|
|
|
Forfeited
|
(159,700
|
)
|
|
27.86
|
|
|
Nonvested at January 30, 2016
|
580,000
|
|
|
$
|
22.65
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|||
Valuation Assumptions
|
Jan 30, 2016
|
|
Jan 31, 2015
|
|
Feb 1, 2014
|
|||
Risk-free interest rate
|
0.1
|
%
|
|
0.0
|
%
|
|
0.1
|
%
|
Expected stock price volatility
|
34.9
|
%
|
|
29.0
|
%
|
|
29.7
|
%
|
Expected dividend yield
|
4.7
|
%
|
|
3.7
|
%
|
|
3.1
|
%
|
Expected life of ESPP options (in months)
|
3
|
|
|
3
|
|
|
3
|
|
|
|
Fair Value Measurements at Jan 30, 2016
|
|
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
|
|
$
|
—
|
|
|
$
|
9,797
|
|
|
$
|
—
|
|
|
$
|
9,797
|
|
|
$
|
—
|
|
|
$
|
15,542
|
|
|
$
|
—
|
|
|
$
|
15,542
|
|
Available-for-sale securities
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
||||||||
Total
|
|
$
|
17
|
|
|
$
|
9,797
|
|
|
$
|
—
|
|
|
$
|
9,814
|
|
|
$
|
36
|
|
|
$
|
15,542
|
|
|
$
|
—
|
|
|
$
|
15,578
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange currency contracts
|
|
$
|
—
|
|
|
$
|
366
|
|
|
$
|
—
|
|
|
$
|
366
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
270
|
|
|
—
|
|
|
270
|
|
||||||||
Deferred compensation obligations
|
|
—
|
|
|
10,155
|
|
|
—
|
|
|
10,155
|
|
|
—
|
|
|
9,133
|
|
|
—
|
|
|
9,133
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
10,558
|
|
|
$
|
—
|
|
|
$
|
10,558
|
|
|
$
|
—
|
|
|
$
|
9,403
|
|
|
$
|
—
|
|
|
$
|
9,403
|
|
|
|
Derivative
Balance Sheet
Location
|
|
Fair Value at Jan 30, 2016
|
|
Fair Value at Jan 31, 2015
|
||||
ASSETS:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Other current assets/
Other assets
|
|
$
|
7,491
|
|
|
$
|
6,597
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Other current assets
|
|
2,306
|
|
|
8,945
|
|
||
Total
|
|
|
|
$
|
9,797
|
|
|
$
|
15,542
|
|
LIABILITIES:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Accrued expenses/
Other long-term liabilities
|
|
$
|
47
|
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Accrued expenses
|
|
319
|
|
|
—
|
|
||
Interest rate swap
|
|
Accrued expenses/
Other long-term liabilities
|
|
37
|
|
|
270
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
|
356
|
|
|
270
|
|
||
Total
|
|
|
|
$
|
403
|
|
|
$
|
270
|
|
|
Gain
Recognized in
OCI
|
|
Location of
Gain
Reclassified from
Accumulated OCI
into Earnings (1)
|
|
Gain
Reclassified from
Accumulated OCI into Earnings
|
||||
|
Year Ended Jan 30, 2016
|
|
|
Year Ended Jan 30, 2016
|
|||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
9,301
|
|
|
Cost of product sales
|
|
$
|
8,314
|
|
Foreign exchange currency contracts
|
$
|
500
|
|
|
Other income/expense
|
|
$
|
833
|
|
|
Gain
Recognized in
OCI |
|
Location of
Gain (Loss)
Reclassified from
Accumulated OCI
into Earnings (1)
|
|
Gain (Loss) Reclassified from
Accumulated OCI into Earnings |
||||
|
Year Ended Jan 31, 2015
|
|
|
Year Ended Jan 31, 2015
|
|||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
6,962
|
|
|
Cost of product sales
|
|
$
|
(272
|
)
|
Foreign exchange currency contracts
|
$
|
922
|
|
|
Other income/expense
|
|
$
|
165
|
|
|
Gain
Recognized in
OCI |
|
Location of
Gain
Reclassified from
Accumulated OCI
into Earnings (1)
|
|
Gain
Reclassified from Accumulated OCI into Earnings |
||||
|
Year Ended Feb 1, 2014
|
|
|
Year Ended Feb 1, 2014
|
|||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
4,595
|
|
|
Cost of product sales
|
|
$
|
3,050
|
|
Foreign exchange currency contracts
|
$
|
370
|
|
|
Other income/expense
|
|
$
|
9
|
|
(1)
|
The ineffective portion was immaterial during fiscal
2016
, fiscal
2015
and fiscal
2014
and was recorded in net earnings and included in interest income/expense.
|
|
Year Ended Jan 30, 2016
|
|
Year Ended Jan 31, 2015
|
||||
Beginning balance gain (loss)
|
$
|
7,157
|
|
|
$
|
(113
|
)
|
Net gains from changes in cash flow hedges
|
7,944
|
|
|
6,734
|
|
||
Net (gains) losses reclassified to earnings
|
(7,849
|
)
|
|
536
|
|
||
Ending balance gain
|
$
|
7,252
|
|
|
$
|
7,157
|
|
|
|
Location of
Gain
Recognized in
Earnings
|
|
Gain Recognized in Earnings
|
||||||||||
|
|
|
Year Ended Jan 30, 2016
|
|
Year Ended Jan 31, 2015
|
|
Year Ended Feb 1, 2014
|
|||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange currency contracts
|
|
Other income/expense
|
|
$
|
4,346
|
|
|
$
|
14,723
|
|
|
$
|
1,843
|
|
Interest rate swap
|
|
Other income/expense
|
|
$
|
179
|
|
|
$
|
242
|
|
|
$
|
238
|
|
|
Balance at
Beginning of Period |
|
Costs
Charged (Credited) to Expenses |
|
Deductions and
Write-offs |
|
Balance
at End of Period |
||||||||
Description
|
|
|
|
|
|
|
|
||||||||
As of January 30, 2016
|
|
|
|
|
|
|
|
||||||||
Allowance for accounts receivable
|
$
|
16,053
|
|
|
$
|
27,755
|
|
|
$
|
(28,738
|
)
|
|
$
|
15,070
|
|
Allowance for royalties receivable
|
253
|
|
|
240
|
|
|
(82
|
)
|
|
411
|
|
||||
Allowance for sales returns
|
17,727
|
|
|
68,477
|
|
|
(65,691
|
)
|
|
20,513
|
|
||||
Total
|
$
|
34,033
|
|
|
$
|
96,472
|
|
|
$
|
(94,511
|
)
|
|
$
|
35,994
|
|
As of January 31, 2015
|
|
|
|
|
|
|
|
||||||||
Allowance for accounts receivable
|
$
|
20,118
|
|
|
$
|
28,826
|
|
|
$
|
(32,891
|
)
|
|
$
|
16,053
|
|
Allowance for royalties receivable
|
409
|
|
|
(156
|
)
|
|
—
|
|
|
253
|
|
||||
Allowance for sales returns
|
20,284
|
|
|
65,333
|
|
|
(67,890
|
)
|
|
17,727
|
|
||||
Total
|
$
|
40,811
|
|
|
$
|
94,003
|
|
|
$
|
(100,781
|
)
|
|
$
|
34,033
|
|
As of February 1, 2014
|
|
|
|
|
|
|
|
||||||||
Allowance for accounts receivable
|
$
|
20,588
|
|
|
$
|
32,339
|
|
|
$
|
(32,809
|
)
|
|
$
|
20,118
|
|
Allowance for royalties receivable
|
294
|
|
|
190
|
|
|
(75
|
)
|
|
409
|
|
||||
Allowance for sales returns
|
20,757
|
|
|
98,112
|
|
|
(98,585
|
)
|
|
20,284
|
|
||||
Total
|
$
|
41,639
|
|
|
$
|
130,641
|
|
|
$
|
(131,469
|
)
|
|
$
|
40,811
|
|
|
Guess?, Inc.
|
|
|
By:
|
/s/ V
ICTOR
H
ERRERO
|
|
|
Victor Herrero
Chief Executive Officer
|
|
Date:
|
March 25, 2016
|
/s/ V
ICTOR
H
ERRERO
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
March 25, 2016
|
Victor Herrero
|
|
||
|
|
|
|
/s/
S
ANDEEP
R
EDDY
|
|
Chief Financial Officer
(Principal Financial Officer and
Chief Accounting Officer)
|
March 25, 2016
|
Sandeep Reddy
|
|
||
|
|
|
|
/s/
P
AUL
M
ARCIANO
|
|
Executive Chairman, Chief Creative Officer
and Director
|
March 25, 2016
|
Paul Marciano
|
|
||
|
|
|
|
/s/
M
AURICE
M
ARCIANO
|
|
Chairman Emeritus and Director
|
March 25, 2016
|
Maurice Marciano
|
|
||
|
|
|
|
/s/
G
IANLUCA
B
OLLA
|
|
Director
|
March 25, 2016
|
Gianluca Bolla
|
|
||
|
|
|
|
/s/
A
NTHONY
C
HIDONI
|
|
Director
|
March 25, 2016
|
Anthony Chidoni
|
|
||
|
|
|
|
/s/
J
OSEPH
G
ROMEK
|
|
Director
|
March 25, 2016
|
Joseph Gromek
|
|
||
|
|
|
|
/s/
K
AY
I
SAACSON
-L
EIBOWITZ
|
|
Director
|
March 25, 2016
|
Kay Isaacson-Leibowitz
|
|
||
|
|
|
|
/s/
A
LEX
Y
EMENIDJIAN
|
|
Director
|
March 25, 2016
|
Alex Yemenidjian
|
|
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 on 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 on July 30, 1996).
|
*10.1.
|
|
1996 Equity Incentive Plan (incorporated by reference from Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-4419) filed on July 30, 1996).
|
*10.2.
|
|
First Amendment to the 1996 Equity Incentive Plan (incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended February 2, 2008).
|
*10.3.
|
|
2004 Equity Incentive Plan (Amended and Restated as of May 20, 2014) (incorporated by reference from the Registrant’s Definitive Proxy Statement on Form 14A filed May 28, 2014).
|
*10.4.
|
|
2006 Non-Employee Directors’ Stock Grant and Stock Option Plan (As Amended and Restated Effective September 13, 2010) (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2010).
|
*10.5.
|
|
2015 Annual Incentive Bonus Plan (incorporated by reference from the Registrant’s Current Report on Form 8-K filed June 25, 2015).
|
*10.6.
|
|
2002 Employee Stock Purchase Plan (Amended and Restated March 12, 2012) (incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended January 28, 2012).
|
*10.7.
|
|
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).
|
*10.8.
|
|
Restricted Stock Unit Agreement dated as of July 7, 2015 between the Registrant and Victor Herrero (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2015).
|
*10.9.
|
|
Nonqualified Stock Option Agreement dated as of July 7, 2015 between the Registrant and Victor Herrero (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2015).
|
*10.10.
|
|
Restricted Stock Unit Agreement dated as of July 7, 2015 between the Registrant and Victor Herrero (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2015).
|
*10.11.
|
|
Executive Employment Agreement dated July 11, 2013 between the Registrant and Paul Marciano (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 3, 2013).
|
*10.12.
|
|
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).
|
*10.13.
|
|
Executive Employment Agreement dated January 26, 2016 between the Registrant and Paul Marciano (incorporated by reference from the Registrant’s Current Report on Form 8-K filed February 1, 2016).
|
*10.14.
|
|
Restricted Stock Unit Agreement dated as of July 11, 2013 between the Registrant and Paul Marciano (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 3, 2013).
|
*10.15.
|
|
Performance Share Award Agreement dated as of July 11, 2013 between the Registrant and Paul Marciano (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 3, 2013).
|
*10.16.
|
|
Restricted Stock Unit Agreement dated as of April 8, 2014 between the Registrant and Paul Marciano (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 3, 2014).
|
*10.17.
|
|
Performance Share Award Agreement dated as of April 8, 2014 between the Registrant and Paul Marciano (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 3, 2014).
|
*10.18.
|
|
Restricted Stock Unit Agreement dated as of May 1, 2015 between the Registrant and Paul Marciano (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 2, 2015).
|
*10.19.
|
|
Performance Share Award Agreement dated as of May 1, 2015 between the Registrant and Paul Marciano (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 2, 2015).
|
*10.20.
|
|
Employment Letter Agreement dated August 21, 2013 between the Registrant and Michael Relich (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 3, 2013).
|
*10.21.
|
|
Employment Letter Agreement dated July 18, 2013 between the Registrant and Sandeep Reddy (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 3, 2013).
|
*10.22.
|
|
Form of Nonqualified Stock Option Agreement (incorporated by reference from the Registrant’s Current Report on Form 8-K filed May 16, 2005).
|
*10.23.
|
|
Form of Restricted Stock Award Agreement (incorporated by reference from the Registrant’s Current Report on Form 8-K filed May 16, 2005).
|
*10.24.
|
|
Indemnification Agreements between the Registrant and certain executives and directors (incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1996).
|
*10.25.
|
|
Nonqualified Deferred Compensation Plan (Amended and Restated Effective as of December 18, 2008) (incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2009).
|
*10.26.
|
|
Supplemental Executive Retirement Plan (Amended and Restated Effective as of December 18, 2008) (incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2009).
|
*10.27.
|
|
Amendment 2013-I to the Supplemental Executive Retirement Plan of the Registrant dated as of July 11, 2013 (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 3, 2013).
|
10.28.
|
|
First Amendment to Lease Agreement between the Registrant and 1444 Partners, Ltd. with respect to the Registrant’s corporate headquarters (including original lease agreement) (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2010).
|
10.29.
|
|
Second Amendment to Lease Agreement between the Registrant and 1444 Partners, Ltd. with respect to the Registrant’s corporate headquarters (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2010).
|
10.30.
|
|
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 (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015).
|
10.31.
|
|
Loan, Guaranty and Security Agreement dated as of June 23, 2015, among the Registrant, 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).
|
†10.32.
|
|
Amendment Number One to Loan, Guaranty and Security Agreement dated as of February 16, 2016, among the Registrant, 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.
|
†21.1.
|
|
List of Subsidiaries.
|
†23.1.
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
†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
|
|
|
OBLIGORS
:
|
||
|
|
|
||
|
|
GUESS?, INC.
,
|
||
|
|
a Delaware corporation,
|
||
|
|
as a U.S. Borrower and Guarantor
|
||
|
|
|
|
|
|
|
By:
|
/s/ Sandeep Reddy
|
|
|
|
Name:
|
Sandeep Reddy
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
GUESS? RETAIL, INC.
,
|
||
|
|
a Delaware corporation,
|
||
|
|
as a U.S. Borrower and Guarantor
|
||
|
|
|
|
|
|
|
By:
|
/s/ Sandeep Reddy
|
|
|
|
Name:
|
Sandeep Reddy
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
GUESS.COM, INC.
,
|
||
|
|
a Delaware corporation,
|
||
|
|
as a U.S. Borrower and Guarantor
|
||
|
|
|
|
|
|
|
By:
|
/s/ Sandeep Reddy
|
|
|
|
Name:
|
Sandeep Reddy
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
GUESS? CANADA CORPORATION
, a
|
||
|
|
company amalgamated under the laws of the
|
||
|
|
province of Nova Scotia, Canada, as Canadian
|
||
|
|
Borrower
|
||
|
|
|
|
|
|
|
By:
|
/s/ Sandeep Reddy
|
|
|
|
Name:
|
Sandeep Reddy
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
GUESS? VALUE LLC
,
|
||
|
|
a Virginia limited liability company,
|
||
|
|
as Guarantor
|
||
|
|
|
|
|
|
|
By:
|
/s/ Sandeep Reddy
|
|
|
|
Name:
|
Sandeep Reddy
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
AGENT AND LENDERS
:
|
||
|
|
|
||
|
|
BANK OF AMERICA, N.A.
,
|
||
|
|
as Agent and a U.S. Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Stephen J. King
|
|
|
|
Name:
|
Stephen J. King
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
BANK OF AMERICA, N.A.
|
||
|
|
(acting through its Canada branch),
|
||
|
|
as a Canadian Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Stephen J. King
|
|
|
|
Name:
|
Stephen J. King
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
JPMORGAN CHASE BANK, N.A.,
|
||
|
|
as a U.S. Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Jordan Azar
|
|
|
|
Name:
|
Jordan Azar
|
|
|
|
Title:
|
Authorized Officer
|
|
|
|
|
|
|
|
|
JPMORGAN CHASE BANK, N.A.,
|
||
|
|
TORONTO BRANCH,
|
||
|
|
as a Canadian Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Auggie Marchetti
|
|
|
|
Name:
|
Auggie Marchetti
|
|
|
|
Title:
|
Authorized Officer
|
|
|
|
|
|
|
|
|
BANK OF THE WEST,
|
||
|
|
as a U.S. Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Shikha Rehman
|
|
|
|
Name:
|
Shikha Rehman
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
BANK OF THE WEST,
|
||
|
|
as a Canadian Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Shikha Rehman
|
|
|
|
Name:
|
Shikha Rehman
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
HSBC BANK USA, NATIONAL,
|
||
|
|
ASSOCIATION
,
|
||
|
|
as a U.S. Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Kathryn Benjamin
|
|
|
|
Name:
|
Kathryn Benjamin
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
HSBC BANK USA, NATIONAL,
|
||
|
|
ASSOCIATION
,
|
||
|
|
as a Canadian Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Kathryn Benjamin
|
|
|
|
Name:
|
Kathryn Benjamin
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
Name of Subsidiary
|
|
Country
|
|
Percent
Ownership
|
Aix Verdi Sarl
|
|
France
|
|
60%
|
Avignon Le Pontet Sarl
|
|
France
|
|
60%
|
Beziers Polygone Sarl
|
|
France
|
|
60%
|
Grupo Guess, S. de R.L. de C.V.
|
|
Mexico
|
|
51%
|
GSB 4 Sarl
|
|
France
|
|
60%
|
Guess Apparel Spain, S.L.
|
|
Spain
|
|
100%
|
Guess? Asia Limited
|
|
Hong Kong
|
|
100%
|
Guess Austria GmbH
|
|
Austria
|
|
100%
|
Guess Bel LLC
|
|
Belarus
|
|
100%
|
Guess Belgium S.P.R.L.
|
|
Belgium
|
|
100%
|
Guess? Bermuda Holdings, LLC
|
|
United States
|
|
100%
|
Guess? Brasil Comercio e Distribuicao S.A.
|
|
Brazil
|
|
60%
|
Guess? Bermuda Holdings, L.P.
|
|
Bermuda
|
|
100%
|
Guess? Canada Corporation
|
|
Canada
|
|
100%
|
Guess Canary Islands, S.L.
|
|
Spain
|
|
51%
|
Guess.com, Inc.
|
|
United States
|
|
100%
|
Guess? Deutschland GmbH
|
|
Germany
|
|
100%
|
Guess? Euro-Canada, B.V.
|
|
Netherlands
|
|
100%
|
Guess? Europe, B.V.
|
|
Netherlands
|
|
100%
|
Guess Europe Sagl
|
|
Switzerland
|
|
100%
|
Guess Finland Oy
|
|
Finland
|
|
100%
|
Guess France S.A.S.
|
|
France
|
|
100%
|
Guess? Holdings Korea Limited Liability Company
|
|
Korea
|
|
100%
|
Guess? IP GP LLC
|
|
United States
|
|
100%
|
Guess? IP Holder L.P.
|
|
United States
|
|
100%
|
Guess? IP LP LLC
|
|
United States
|
|
100%
|
Guess Italia S.r.l.
|
|
Italy
|
|
100%
|
Guess? Japan LLC
|
|
Japan
|
|
100%
|
Guess? Licensing, Inc.
|
|
United States
|
|
100%
|
Guess Luxembourg S.a.r.l.
|
|
Luxembourg
|
|
100%
|
Guess Macau, Ltd.
|
|
Macau
|
|
100%
|
Guess Poland Sp. z o.o.
|
|
Poland
|
|
100%
|
Guess Portugal, LDA
|
|
Portugal
|
|
60%
|
Guess? Retail, Inc.
|
|
United States
|
|
100%
|
Guess Service S.r.l.
|
|
Italy
|
|
100%
|
Guess? (Shanghai) Limited
|
|
China
|
|
100%
|
Guess Sud S.A.S.
|
|
France
|
|
60%
|
Guess U.K. Limited
|
|
United Kingdom
|
|
100%
|
Guess? Value LLC
|
|
United States
|
|
100%
|
Lyon Confluence Sarl
|
|
France
|
|
60%
|
Lyon Herriot Sarl
|
|
France
|
|
60%
|
Lyon Lapardieu Sarl
|
|
France
|
|
60%
|
Marlit Sarl
|
|
France
|
|
60%
|
Marseille Grignan
|
|
France
|
|
60%
|
Montpellier Odysseum Sarl
|
|
France
|
|
60%
|
Nice Cap 3000 Sarl
|
|
France
|
|
60%
|
Nimes Cap Costieres Sarl
|
|
France
|
|
60%
|
ONE Sarl
|
|
France
|
|
60%
|
Toulouse Blagnac Sarl
|
|
France
|
|
60%
|
Toulouse Nailloux Sarl
|
|
France
|
|
60%
|
Toulouse Roques Sarl
|
|
France
|
|
60%
|
(1)
|
Registration Statement (Form S-3 No. 333-111895),
|
(2)
|
Registration Statement (Form S-8 No. 333-135079) pertaining to the 2006 Non-Employee Directors’ Stock Grant and Stock Option Plan,
|
(3)
|
Registration Statement (Form S-8 No. 333-129349) pertaining to the Nonqualified Deferred Compensation Plan,
|
(4)
|
Registration Statement (Form S-8 No. 333-121552) pertaining to the 2004 Equity Incentive Plan,
|
(5)
|
Registration Statement (Form S-8 No. 333-81274) pertaining to the 2002 Employee Stock Purchase Plan, and
|
(6)
|
Registration Statement (Form S-8 No. 333-10069) pertaining to the 1996 Equity Incentive Plan and the 1996 Non-Employee Directors’ Stock Option Plan;
|
1.
|
I have reviewed this annual report on Form 10-K 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 officers 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 officers 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:
|
March 25, 2016
|
By:
|
/s/ VICTOR HERRERO
|
|
|
|
Victor Herrero
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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 officers 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 officers 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:
|
March 25, 2016
|
By:
|
/s/ SANDEEP REDDY
|
|
|
|
Sandeep Reddy
Chief Financial Officer
|
•
|
the Annual Report on Form 10-K of the Company for the period ended
January 30, 2016
, 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 (15 U.S.C. 78m); and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 25, 2016
|
By:
|
/s/ VICTOR HERRERO
|
|
|
|
Victor Herrero
Chief Executive Officer
|
•
|
the Annual Report on Form 10-K of the Company for the period ended
January 30, 2016
, 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 (15 U.S.C. 78m); and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 25, 2016
|
By:
|
/s/ SANDEEP REDDY
|
|
|
|
Sandeep Reddy
Chief Financial Officer
|