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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Fossil Group Inc | NASDAQ:FOSL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.01 | 0.85 | 1.10 | 0 | 09:30:02 |
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
75-2018505
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
901 S. Central Expressway, Richardson, Texas
|
|
75080
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
|
Emerging growth company
o
|
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
April 1, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
320,748
|
|
|
$
|
297,330
|
|
Accounts receivable - net of allowances of $67,503 and $79,707, respectively
|
245,311
|
|
|
375,520
|
|
||
Inventories
|
571,507
|
|
|
542,487
|
|
||
Prepaid expenses and other current assets
|
142,765
|
|
|
131,953
|
|
||
Total current assets
|
1,280,331
|
|
|
1,347,290
|
|
||
Property, plant and equipment - net of accumulated depreciation of $427,280 and $414,761, respectively
|
260,439
|
|
|
273,851
|
|
||
Goodwill
|
356,353
|
|
|
355,263
|
|
||
Intangible and other assets-net
|
204,595
|
|
|
210,493
|
|
||
Total long-term assets
|
821,387
|
|
|
839,607
|
|
||
Total assets
|
$
|
2,101,718
|
|
|
$
|
2,186,897
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
151,225
|
|
|
$
|
163,644
|
|
Short-term and current portion of long-term debt
|
26,386
|
|
|
26,368
|
|
||
Accrued expenses:
|
|
|
|
|
|
||
Compensation
|
60,940
|
|
|
52,993
|
|
||
Royalties
|
21,990
|
|
|
30,062
|
|
||
Co-op advertising
|
16,178
|
|
|
29,111
|
|
||
Transaction taxes
|
26,656
|
|
|
26,743
|
|
||
Other
|
70,964
|
|
|
69,565
|
|
||
Income taxes payable
|
12,376
|
|
|
16,099
|
|
||
Total current liabilities
|
386,715
|
|
|
414,585
|
|
||
Long-term income taxes payable
|
18,834
|
|
|
18,584
|
|
||
Deferred income tax liabilities
|
51,863
|
|
|
55,877
|
|
||
Long-term debt
|
589,740
|
|
|
609,961
|
|
||
Other long-term liabilities
|
72,252
|
|
|
72,452
|
|
||
Total long-term liabilities
|
732,689
|
|
|
756,874
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock, 48,460 and 48,269 shares issued and outstanding at April 1, 2017 and December 31, 2016, respectively
|
485
|
|
|
483
|
|
||
Additional paid-in capital
|
218,804
|
|
|
213,352
|
|
||
Retained earnings
|
839,639
|
|
|
887,825
|
|
||
Accumulated other comprehensive income (loss)
|
(87,030
|
)
|
|
(95,424
|
)
|
||
Total Fossil Group, Inc. stockholders’ equity
|
971,898
|
|
|
1,006,236
|
|
||
Noncontrolling interest
|
10,416
|
|
|
9,202
|
|
||
Total stockholders’ equity
|
982,314
|
|
|
1,015,438
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,101,718
|
|
|
$
|
2,186,897
|
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
||||
Net sales
|
$
|
581,790
|
|
|
$
|
659,847
|
|
Cost of sales
|
292,271
|
|
|
311,510
|
|
||
Gross profit
|
289,519
|
|
|
348,337
|
|
||
Operating expenses:
|
|
|
|
|
|
||
Selling, general and administrative expenses
|
308,498
|
|
|
333,933
|
|
||
Restructuring charges
|
26,284
|
|
|
—
|
|
||
Total operating expenses
|
334,782
|
|
|
333,933
|
|
||
Operating income (loss)
|
(45,263
|
)
|
|
14,404
|
|
||
Interest expense
|
8,384
|
|
|
5,999
|
|
||
Other income (expense) - net
|
5,638
|
|
|
2,270
|
|
||
Income (loss) before income taxes
|
(48,009
|
)
|
|
10,675
|
|
||
Provision for income taxes
|
(1,220
|
)
|
|
3,279
|
|
||
Net income (loss)
|
(46,789
|
)
|
|
7,396
|
|
||
Less: Net income attributable to noncontrolling interest
|
1,397
|
|
|
1,603
|
|
||
Net income (loss) attributable to Fossil Group, Inc.
|
$
|
(48,186
|
)
|
|
$
|
5,793
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
||
Currency translation adjustment
|
$
|
10,395
|
|
|
$
|
17,221
|
|
Cash flow hedges - net change
|
(2,001
|
)
|
|
(10,432
|
)
|
||
Pension plan activity
|
—
|
|
|
1,714
|
|
||
Total other comprehensive income (loss)
|
8,394
|
|
|
8,503
|
|
||
Total comprehensive income (loss)
|
(38,395
|
)
|
|
15,899
|
|
||
Less: Comprehensive income attributable to noncontrolling interest
|
1,397
|
|
|
1,603
|
|
||
Comprehensive income (loss) attributable to Fossil Group, Inc.
|
$
|
(39,792
|
)
|
|
$
|
14,296
|
|
Earnings (loss) per share:
|
|
|
|
|
|
||
Basic
|
$
|
(1.00
|
)
|
|
$
|
0.12
|
|
Diluted
|
$
|
(1.00
|
)
|
|
$
|
0.12
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||
Basic
|
48,313
|
|
|
48,132
|
|
||
Diluted
|
48,313
|
|
|
48,256
|
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
||||
Operating Activities:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
(46,789
|
)
|
|
$
|
7,396
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation, amortization and accretion
|
20,886
|
|
|
24,765
|
|
||
Stock-based compensation
|
6,336
|
|
|
7,297
|
|
||
Decrease in allowance for returns-net of inventory in transit
|
(5,737
|
)
|
|
(7,792
|
)
|
||
Loss on disposal of assets
|
149
|
|
|
421
|
|
||
Impairment losses
|
618
|
|
|
—
|
|
||
Non-cash restructuring charges
|
651
|
|
|
—
|
|
||
Increase (decrease) in allowance for doubtful accounts
|
1,572
|
|
|
(2,950
|
)
|
||
Deferred income taxes and other
|
6
|
|
|
275
|
|
||
Changes in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
144,928
|
|
|
149,673
|
|
||
Inventories
|
(21,664
|
)
|
|
7,861
|
|
||
Prepaid expenses and other current assets
|
(18,604
|
)
|
|
(17,490
|
)
|
||
Accounts payable
|
(11,619
|
)
|
|
(51,469
|
)
|
||
Accrued expenses
|
(15,829
|
)
|
|
(76,472
|
)
|
||
Income taxes payable
|
(3,529
|
)
|
|
(6,981
|
)
|
||
Net cash provided by operating activities
|
51,375
|
|
|
34,534
|
|
||
Investing Activities:
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(4,410
|
)
|
|
(19,670
|
)
|
||
Decrease in intangible and other assets
|
114
|
|
|
607
|
|
||
Net cash used in investing activities
|
(4,296
|
)
|
|
(19,063
|
)
|
||
Financing Activities:
|
|
|
|
|
|
||
Acquisition of common stock
|
(882
|
)
|
|
(5,548
|
)
|
||
Distribution of noncontrolling interest earnings
|
(183
|
)
|
|
(4,544
|
)
|
||
Debt borrowings
|
349,100
|
|
|
207,900
|
|
||
Debt payments
|
(364,689
|
)
|
|
(193,495
|
)
|
||
Debt issuance costs and other
|
(5,364
|
)
|
|
62
|
|
||
Net cash (used in) provided by financing activities
|
(22,018
|
)
|
|
4,375
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1,643
|
)
|
|
(2,371
|
)
|
||
Net increase in cash and cash equivalents
|
23,418
|
|
|
17,475
|
|
||
Cash and cash equivalents:
|
|
|
|
|
|
||
Beginning of period
|
297,330
|
|
|
289,275
|
|
||
End of period
|
$
|
320,748
|
|
|
$
|
306,750
|
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
||||
Numerator:
|
|
|
|
|
|
||
Net income (loss) attributable to Fossil Group, Inc.
|
$
|
(48,186
|
)
|
|
$
|
5,793
|
|
Denominator:
|
|
|
|
|
|||
Basic EPS computation:
|
|
|
|
|
|||
Basic weighted average common shares outstanding
|
48,313
|
|
|
48,132
|
|
||
Basic EPS
|
$
|
(1.00
|
)
|
|
$
|
0.12
|
|
Diluted EPS computation:
|
|
|
|
|
|||
Basic weighted average common shares outstanding
|
48,313
|
|
|
48,132
|
|
||
Effect of stock options, stock appreciation rights, restricted stock units and performance restricted stock units
|
—
|
|
|
124
|
|
||
Diluted weighted average common shares outstanding
|
48,313
|
|
|
48,256
|
|
||
Diluted EPS
|
$
|
(1.00
|
)
|
|
$
|
0.12
|
|
|
Americas
|
|
Europe
|
|
Asia
|
|
Total
|
||||||||
Balance at December 31, 2016
|
$
|
202,187
|
|
|
$
|
110,291
|
|
|
$
|
42,785
|
|
|
$
|
355,263
|
|
Foreign currency changes
|
128
|
|
|
881
|
|
|
81
|
|
|
1,090
|
|
||||
Balance at April 1, 2017
|
$
|
202,315
|
|
|
$
|
111,172
|
|
|
$
|
42,866
|
|
|
$
|
356,353
|
|
|
April 1, 2017
|
|
December 31, 2016
|
||||
Components and parts
|
$
|
54,865
|
|
|
$
|
49,438
|
|
Work-in-process
|
11,252
|
|
|
12,345
|
|
||
Finished goods
|
505,390
|
|
|
480,704
|
|
||
Inventories
|
$
|
571,507
|
|
|
$
|
542,487
|
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
||||
Beginning balance
|
$
|
15,421
|
|
|
$
|
13,669
|
|
Settlements in cash or kind
|
(1,721
|
)
|
|
(2,743
|
)
|
||
Warranties issued and adjustments to preexisting warranties (1)
|
1,791
|
|
|
2,462
|
|
||
Ending balance
|
$
|
15,491
|
|
|
$
|
13,388
|
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
||||
Income tax (benefit) expense
|
$
|
(1,220
|
)
|
|
$
|
3,279
|
|
Effective tax rate
|
2.5
|
%
|
|
30.7
|
%
|
|
|
|
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
||||||||||||
Fiscal Year
Authorized
|
Dollar Value
Authorized
|
|
Termination Date
|
|
Number of
Shares
Repurchased
|
|
Dollar Value
Repurchased
|
|
Number of
Shares
Repurchased
|
|
Dollar Value
Repurchased
|
||||||||
2014
|
$
|
1,000.0
|
|
|
December 2018
|
|
—
|
|
|
$
|
—
|
|
|
0.1
|
|
|
$
|
4.4
|
|
2010
|
$
|
30.0
|
|
|
None
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Fossil Group, Inc.
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
Stockholders’
Equity
|
||||||
Balance at December 31, 2016
|
$
|
1,006,236
|
|
|
$
|
9,202
|
|
|
$
|
1,015,438
|
|
Net income (loss)
|
(48,186
|
)
|
|
1,397
|
|
|
(46,789
|
)
|
|||
Currency translation adjustment
|
10,395
|
|
|
—
|
|
|
10,395
|
|
|||
Cash flow hedges - net change
|
(2,001
|
)
|
|
—
|
|
|
(2,001
|
)
|
|||
Distribution of noncontrolling interest earnings
|
—
|
|
|
(183
|
)
|
|
(183
|
)
|
|||
Acquisition of common stock
|
(882
|
)
|
|
—
|
|
|
(882
|
)
|
|||
Stock-based compensation expense
|
6,336
|
|
|
—
|
|
|
6,336
|
|
|||
Balance at April 1, 2017
|
$
|
971,898
|
|
|
$
|
10,416
|
|
|
$
|
982,314
|
|
|
Fossil Group, Inc.
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
Stockholders’
Equity
|
||||||
Balance at January 2, 2016
|
$
|
921,388
|
|
|
$
|
11,155
|
|
|
$
|
932,543
|
|
Net income
|
5,793
|
|
|
1,603
|
|
|
7,396
|
|
|||
Currency translation adjustment
|
17,221
|
|
|
—
|
|
|
17,221
|
|
|||
Cash flow hedges - net change
|
(10,432
|
)
|
|
—
|
|
|
(10,432
|
)
|
|||
Pension plan activity
|
1,714
|
|
|
—
|
|
|
1,714
|
|
|||
Common stock issued upon exercise of stock options
|
57
|
|
|
—
|
|
|
57
|
|
|||
Tax expense derived from stock-based compensation
|
(1,271
|
)
|
|
—
|
|
|
(1,271
|
)
|
|||
Distribution of noncontrolling interest earnings
|
—
|
|
|
(4,544
|
)
|
|
(4,544
|
)
|
|||
Acquisition of common stock
|
(5,548
|
)
|
|
—
|
|
|
(5,548
|
)
|
|||
Stock-based compensation expense
|
7,297
|
|
|
—
|
|
|
7,297
|
|
|||
Balance at April 2, 2016
|
$
|
936,219
|
|
|
$
|
8,214
|
|
|
$
|
944,433
|
|
Stock Options and Stock Appreciation Rights
|
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
(in Thousands)
|
|
|
|
(in Years)
|
|
(in Thousands)
|
|||||
Outstanding at December 31, 2016
|
|
2,287
|
|
|
$
|
50.58
|
|
|
6.2
|
|
$
|
627
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Exercised
|
|
(13
|
)
|
|
13.65
|
|
|
|
|
35
|
|
||
Forfeited or expired
|
|
(1
|
)
|
|
80.22
|
|
|
|
|
|
|
||
Outstanding at April 1, 2017
|
|
2,273
|
|
|
50.77
|
|
|
6.0
|
|
117
|
|
||
Exercisable at April 1, 2017
|
|
895
|
|
|
$
|
69.62
|
|
|
4.9
|
|
$
|
117
|
|
Cash Stock Appreciation Rights Outstanding
|
|
Cash Stock Appreciation Rights Exercisable
|
||||||||||||||
Range of
Exercise Prices |
|
Number of
Shares |
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term |
|
Number of
Shares |
|
Weighted- Average Exercise Price
|
||||||
|
|
(in Thousands)
|
|
|
|
(in Years)
|
|
(in Thousands)
|
|
|
||||||
$29.78 - $47.99
|
|
61
|
|
|
$
|
36.73
|
|
|
6.7
|
|
11
|
|
|
$
|
36.73
|
|
Total
|
|
61
|
|
|
$
|
36.73
|
|
|
6.7
|
|
11
|
|
|
$
|
36.73
|
|
Stock Options Outstanding
|
|
Stock Options Exercisable
|
||||||||||||||
Range of
Exercise Prices
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
Number of
Shares
|
|
Weighted-
Average Exercise Price |
||||||
|
|
(in Thousands)
|
|
|
|
(in Years)
|
|
(in Thousands)
|
|
|
||||||
$13.65 - $29.49
|
|
40
|
|
|
$
|
14.40
|
|
|
1.9
|
|
40
|
|
|
$
|
14.40
|
|
$29.78 - $47.99
|
|
90
|
|
|
36.36
|
|
|
1.8
|
|
90
|
|
|
36.36
|
|
||
$55.04 - $83.83
|
|
92
|
|
|
80.80
|
|
|
4.0
|
|
92
|
|
|
80.80
|
|
||
$95.91 - $131.46
|
|
144
|
|
|
127.98
|
|
|
4.5
|
|
144
|
|
|
127.98
|
|
||
Total
|
|
366
|
|
|
$
|
81.12
|
|
|
3.4
|
|
366
|
|
|
$
|
81.12
|
|
Stock Appreciation Rights Outstanding
|
|
Stock Appreciation Rights Exercisable
|
||||||||||||||
Range of
Exercise Prices |
|
Number of
Shares |
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term |
|
Number of
Shares |
|
Weighted-
Average Exercise Price |
||||||
|
|
(in Thousands)
|
|
|
|
(in Years)
|
|
(in Thousands)
|
|
|
||||||
$13.65 - $29.49
|
|
101
|
|
|
$
|
29.49
|
|
|
7.3
|
|
—
|
|
|
$
|
—
|
|
$29.78 - $47.99
|
|
1,499
|
|
|
38.17
|
|
|
6.7
|
|
315
|
|
|
39.05
|
|
||
$55.04 - $83.83
|
|
137
|
|
|
78.99
|
|
|
5.3
|
|
97
|
|
|
79.73
|
|
||
$95.91 - $131.46
|
|
109
|
|
|
114.42
|
|
|
4.2
|
|
106
|
|
|
114.69
|
|
||
Total
|
|
1,846
|
|
|
$
|
45.21
|
|
|
6.5
|
|
518
|
|
|
$
|
62.20
|
|
Restricted Stock, Restricted Stock Units
and Performance Restricted Stock Units
|
|
Number of Shares
|
|
Weighted-Average
Grant Date Fair
Value Per Share
|
|||
|
|
(in Thousands)
|
|
|
|||
Nonvested at December 31, 2016
|
|
1,405
|
|
|
$
|
40.41
|
|
Granted
|
|
6
|
|
|
25.06
|
|
|
Vested
|
|
(252
|
)
|
|
53.33
|
|
|
Forfeited
|
|
(58
|
)
|
|
40.74
|
|
|
Nonvested at April 1, 2017
|
|
1,101
|
|
|
$
|
37.16
|
|
|
For the 13 Weeks Ended April 1, 2017
|
||||||||||||||||||
|
Currency
Translation
Adjustments
|
|
Cash Flow Hedges
|
|
|
|
|
||||||||||||
|
|
Forward
Contracts
|
|
Interest
Rate Swaps
|
|
Pension
Plan
|
|
Total
|
|||||||||||
Beginning balance
|
$
|
(101,867
|
)
|
|
$
|
10,693
|
|
|
$
|
(343
|
)
|
|
$
|
(3,907
|
)
|
|
$
|
(95,424
|
)
|
Other comprehensive income (loss) before reclassifications
|
10,395
|
|
|
(1,162
|
)
|
|
227
|
|
|
—
|
|
|
9,460
|
|
|||||
Tax (expense) benefit
|
—
|
|
|
2,288
|
|
|
(83
|
)
|
|
—
|
|
|
2,205
|
|
|||||
Amounts reclassed from accumulated other comprehensive income (loss)
|
—
|
|
|
5,553
|
|
|
(248
|
)
|
|
—
|
|
|
5,305
|
|
|||||
Tax (expense) benefit
|
—
|
|
|
(2,124
|
)
|
|
90
|
|
|
—
|
|
|
(2,034
|
)
|
|||||
Total other comprehensive income (loss)
|
10,395
|
|
|
(2,303
|
)
|
|
302
|
|
|
—
|
|
|
8,394
|
|
|||||
Ending balance
|
$
|
(91,472
|
)
|
|
$
|
8,390
|
|
|
$
|
(41
|
)
|
|
$
|
(3,907
|
)
|
|
$
|
(87,030
|
)
|
|
For the 13 Weeks Ended April 2, 2016
|
||||||||||||||||||
|
Currency
Translation
Adjustments
|
|
Cash Flow Hedges
|
|
|
|
|
||||||||||||
|
|
Forward
Contracts
|
|
Interest
Rate Swaps
|
|
Pension
Plan
|
|
Total
|
|||||||||||
Beginning balance
|
$
|
(81,707
|
)
|
|
$
|
8,114
|
|
|
$
|
(693
|
)
|
|
$
|
(6,220
|
)
|
|
$
|
(80,506
|
)
|
Other comprehensive income (loss) before reclassifications
|
17,221
|
|
|
(9,997
|
)
|
|
(1,669
|
)
|
|
2,010
|
|
|
7,565
|
|
|||||
Tax (expense) benefit
|
—
|
|
|
4,614
|
|
|
608
|
|
|
(296
|
)
|
|
4,926
|
|
|||||
Amounts reclassed from accumulated other comprehensive income (loss)
|
—
|
|
|
6,339
|
|
|
(467
|
)
|
|
—
|
|
|
5,872
|
|
|||||
Tax (expense) benefit
|
—
|
|
|
(2,054
|
)
|
|
170
|
|
|
—
|
|
|
(1,884
|
)
|
|||||
Total other comprehensive income (loss)
|
17,221
|
|
|
(9,668
|
)
|
|
(764
|
)
|
|
1,714
|
|
|
8,503
|
|
|||||
Ending balance
|
$
|
(64,486
|
)
|
|
$
|
(1,554
|
)
|
|
$
|
(1,457
|
)
|
|
$
|
(4,506
|
)
|
|
$
|
(72,003
|
)
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
||||||||||||
|
Net Sales
|
|
Operating Income (Loss)
|
|
Net Sales
|
|
Operating Income (Loss)
|
||||||||
Americas
|
$
|
277,543
|
|
|
$
|
25,682
|
|
|
$
|
335,809
|
|
|
$
|
59,597
|
|
Europe
|
195,680
|
|
|
13,614
|
|
|
210,001
|
|
|
28,511
|
|
||||
Asia
|
108,567
|
|
|
10,957
|
|
|
114,037
|
|
|
17,928
|
|
||||
Corporate
|
—
|
|
|
(95,516
|
)
|
|
—
|
|
|
(91,632
|
)
|
||||
Consolidated
|
$
|
581,790
|
|
|
$
|
(45,263
|
)
|
|
$
|
659,847
|
|
|
$
|
14,404
|
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
||||||||||
|
Net Sales
|
|
Percentage of Total
|
|
Net Sales
|
|
Percentage of Total
|
||||||
Watches
|
$
|
449,770
|
|
|
77.3
|
%
|
|
$
|
496,483
|
|
|
75.2
|
%
|
Leathers
|
72,689
|
|
|
12.5
|
|
|
92,505
|
|
|
14.0
|
|
||
Jewelry
|
47,886
|
|
|
8.2
|
|
|
54,721
|
|
|
8.3
|
|
||
Other
|
11,445
|
|
|
2.0
|
|
|
16,138
|
|
|
2.5
|
|
||
Total
|
$
|
581,790
|
|
|
100.0
|
%
|
|
$
|
659,847
|
|
|
100.0
|
%
|
Functional Currency
|
|
Contract Currency
|
||||||
Type
|
|
Amount
|
|
Type
|
|
Amount
|
||
Euro
|
|
246.3
|
|
|
U.S. dollar
|
|
275.6
|
|
Canadian dollar
|
|
91.5
|
|
|
U.S. dollar
|
|
69.4
|
|
British pound
|
|
45.7
|
|
|
U.S. dollar
|
|
63.0
|
|
Japanese yen
|
|
4,699.1
|
|
|
U.S. dollar
|
|
42.9
|
|
Mexican peso
|
|
341.5
|
|
|
U.S. dollar
|
|
17.4
|
|
Australian dollar
|
|
18.9
|
|
|
U.S. dollar
|
|
14.3
|
|
U.S. dollar
|
|
44.7
|
|
|
Japanese yen
|
|
4,730.0
|
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
||||
Cash flow hedges:
|
|
|
|
|
|
||
Forward contracts
|
$
|
1,126
|
|
|
$
|
(5,383
|
)
|
Interest rate swaps
|
144
|
|
|
(1,061
|
)
|
||
Total gain (loss) recognized in other comprehensive income (loss), net of taxes
|
$
|
1,270
|
|
|
$
|
(6,444
|
)
|
Derivative Instruments
|
|
Condensed Consolidated
Statements of Income (Loss)
and Comprehensive
Income (Loss) Location
|
|
Effect of Derivative
Instruments
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
||||
Forward contracts designated as cash flow hedging instruments
|
|
Other income (expense)-net
|
|
Total gain (loss) reclassified from other comprehensive income (loss)
|
|
$
|
3,429
|
|
|
$
|
4,285
|
|
Forward contracts not designated as hedging instruments
|
|
Other income (expense)-net
|
|
Total gain (loss) recognized in income
|
|
$
|
114
|
|
|
$
|
(231
|
)
|
Interest rate swap designated as a cash flow hedging instrument
|
|
Interest expense
|
|
Total gain (loss) reclassified from other comprehensive income (loss)
|
|
$
|
(158
|
)
|
|
$
|
(297
|
)
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||
|
|
April 1, 2017
|
|
December 31, 2016
|
|
April 1, 2017
|
|
December 31, 2016
|
||||||||||||||||
Derivative Instruments
|
|
Condensed
Consolidated
Balance Sheets
Location
|
|
Fair
Value
|
|
Condensed
Consolidated
Balance Sheets
Location
|
|
Fair
Value
|
|
Condensed
Consolidated
Balance Sheets
Location
|
|
Fair
Value
|
|
Condensed
Consolidated
Balance Sheets
Location
|
|
Fair
Value
|
||||||||
Forward contracts designated as cash flow hedging instruments
|
|
Prepaid expenses and other current assets
|
|
$
|
14,458
|
|
|
Prepaid expenses and other current assets
|
|
$
|
23,288
|
|
|
Accrued expenses- other
|
|
$
|
4,064
|
|
|
Accrued expenses- other
|
|
$
|
4,696
|
|
Forward contracts not designated as cash flow hedging instruments
|
|
Prepaid expenses and other current assets
|
|
58
|
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
Accrued expenses- other
|
|
1
|
|
|
Accrued expenses- other
|
|
2
|
|
||||
Interest rate swap designated as a cash flow hedging instrument
|
|
Prepaid expenses and other current assets
|
|
74
|
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
Accrued expenses- other
|
|
188
|
|
|
Accrued expenses- other
|
|
613
|
|
||||
Forward contracts designated as cash flow hedging instruments
|
|
Intangible and other assets-net
|
|
2,146
|
|
|
Intangible and other assets-net
|
|
5,648
|
|
|
Other long-term liabilities
|
|
555
|
|
|
Other long-term liabilities
|
|
268
|
|
||||
Interest rate swap designated as a cash flow hedging instrument
|
|
Intangible and other assets-net
|
|
48
|
|
|
Intangible and other assets-net
|
|
73
|
|
|
Other long-term liabilities
|
|
—
|
|
|
Other long-term liabilities
|
|
—
|
|
||||
Total
|
|
|
|
$
|
16,784
|
|
|
|
|
$
|
29,009
|
|
|
|
|
$
|
4,808
|
|
|
|
|
$
|
5,579
|
|
|
Fair Value at April 1, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward contracts
|
$
|
—
|
|
|
$
|
16,662
|
|
|
$
|
—
|
|
|
$
|
16,662
|
|
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment in publicly traded mutual funds
|
2,479
|
|
|
—
|
|
|
—
|
|
|
2,479
|
|
||||
Interest rate swap
|
—
|
|
|
122
|
|
|
—
|
|
|
122
|
|
||||
Total
|
$
|
2,479
|
|
|
$
|
16,784
|
|
|
$
|
—
|
|
|
$
|
19,263
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward contracts
|
$
|
—
|
|
|
$
|
4,620
|
|
|
—
|
|
|
$
|
4,620
|
|
|
Interest rate swap
|
—
|
|
|
188
|
|
|
—
|
|
|
188
|
|
||||
Total
|
$
|
—
|
|
|
$
|
4,808
|
|
|
$
|
—
|
|
|
$
|
4,808
|
|
|
Fair Value at December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward contracts
|
$
|
—
|
|
|
$
|
28,936
|
|
|
$
|
—
|
|
|
$
|
28,936
|
|
Deferred compensation plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment in publicly traded mutual funds
|
2,385
|
|
|
—
|
|
|
—
|
|
|
2,385
|
|
||||
Interest rate swap
|
—
|
|
|
73
|
|
|
—
|
|
|
73
|
|
||||
Total
|
$
|
2,385
|
|
|
$
|
29,009
|
|
|
$
|
—
|
|
|
$
|
31,394
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward contracts
|
—
|
|
|
4,966
|
|
|
—
|
|
|
4,966
|
|
||||
Interest rate swap
|
—
|
|
|
613
|
|
|
—
|
|
|
613
|
|
||||
Total
|
$
|
—
|
|
|
$
|
5,579
|
|
|
$
|
—
|
|
|
$
|
5,579
|
|
|
|
|
|
April 1, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Useful
|
|
Gross
|
|
Accumulated
|
|
Gross
|
|
Accumulated
|
||||||||
|
|
Lives
|
|
Amount
|
|
Amortization
|
|
Amount
|
|
Amortization
|
||||||||
Intangibles-subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trademarks
|
|
10 yrs.
|
|
$
|
4,310
|
|
|
$
|
3,503
|
|
|
$
|
4,310
|
|
|
$
|
3,443
|
|
Customer lists
|
|
5-10 yrs.
|
|
53,959
|
|
|
28,817
|
|
|
53,625
|
|
|
26,986
|
|
||||
Patents
|
|
3-20 yrs.
|
|
2,325
|
|
|
2,108
|
|
|
2,325
|
|
|
2,099
|
|
||||
Noncompete agreement
|
|
3-6 yrs.
|
|
2,510
|
|
|
1,800
|
|
|
2,505
|
|
|
1,662
|
|
||||
Developed technology
|
|
7 yrs.
|
|
36,100
|
|
|
6,446
|
|
|
36,100
|
|
|
5,157
|
|
||||
Trade name
|
|
6 yrs.
|
|
15,700
|
|
|
3,271
|
|
|
15,700
|
|
|
2,617
|
|
||||
Other
|
|
7-20 yrs.
|
|
254
|
|
|
219
|
|
|
253
|
|
|
215
|
|
||||
Total intangibles-subject to amortization
|
|
|
|
115,158
|
|
|
46,164
|
|
|
114,818
|
|
|
42,179
|
|
||||
Intangibles-not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade names
|
|
|
|
74,492
|
|
|
|
|
|
74,485
|
|
|
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Key money deposits
|
|
|
|
25,645
|
|
|
21,441
|
|
|
26,948
|
|
|
22,038
|
|
||||
Other deposits
|
|
|
|
19,036
|
|
|
|
|
|
19,344
|
|
|
|
|
||||
Deferred compensation plan assets
|
|
|
|
2,479
|
|
|
|
|
|
2,385
|
|
|
|
|
||||
Deferred tax asset-net
|
|
|
|
25,110
|
|
|
|
|
|
23,061
|
|
|
|
|
||||
Restricted cash
|
|
|
|
539
|
|
|
|
|
|
500
|
|
|
|
|
||||
Shop-in-shop
|
|
|
|
9,582
|
|
|
8,966
|
|
|
8,807
|
|
|
8,019
|
|
||||
Forward contracts
|
|
|
|
2,146
|
|
|
|
|
|
5,648
|
|
|
|
|
||||
Investments
|
|
|
|
2,078
|
|
|
|
|
2,078
|
|
|
|
||||||
Other
|
|
|
|
4,901
|
|
|
|
|
|
4,655
|
|
|
|
|
||||
Total other assets
|
|
|
|
91,516
|
|
|
30,407
|
|
|
93,426
|
|
|
30,057
|
|
||||
Total intangible and other assets
|
|
|
|
$
|
281,166
|
|
|
$
|
76,571
|
|
|
$
|
282,729
|
|
|
$
|
72,236
|
|
Total intangible and other assets-net
|
|
|
|
|
|
|
$
|
204,595
|
|
|
|
|
|
$
|
210,493
|
|
Fiscal Year
|
|
Amortization
Expense
|
||
2017 (remaining)
|
|
$
|
10,976
|
|
2018
|
|
$
|
14,364
|
|
2019
|
|
$
|
14,036
|
|
2020
|
|
$
|
13,546
|
|
2021
|
|
$
|
9,727
|
|
2022
|
|
$
|
6,226
|
|
Period
|
|
Maximum Ratio
|
Second Amendment Effective Date through and including July 1, 2017
|
|
3.25 to 1.00
|
July 2, 2017 through and including September 30, 2017
|
|
3.50 to 1.00
|
October 1, 2017 through and including March 31, 2018
|
|
3.25 to 1.00
|
April 1, 2018 through and including September 29, 2018
|
|
3.50 to 1.00
|
September 30, 2018 and thereafter
|
|
3.25 to 1.00
|
|
Liabilities
|
|
|
|
|
|
|
|
Liabilities
|
||||||||||
|
December 31, 2016
|
|
Charges
|
|
Cash Payments
|
|
Non-cash Items
|
|
April 1, 2017
|
||||||||||
Store closures
|
$
|
4,546
|
|
|
$
|
2,724
|
|
|
$
|
(1,118
|
)
|
|
$
|
(651
|
)
|
|
$
|
5,501
|
|
Professional services
|
794
|
|
|
574
|
|
|
(1,276
|
)
|
|
—
|
|
|
92
|
|
|||||
Severance and employee-related benefits
|
—
|
|
|
22,986
|
|
|
(20,883
|
)
|
|
—
|
|
|
2,103
|
|
|||||
Total
|
$
|
5,340
|
|
|
$
|
26,284
|
|
|
$
|
(23,277
|
)
|
|
$
|
(651
|
)
|
|
$
|
7,696
|
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
|
|
|
|
|
|
||||||||||||||
|
|
|
Growth (Decline)
|
||||||||||||||||||||
|
Net Sales
|
|
Percentage
of Total
|
|
Net Sales
|
|
Percentage
of Total
|
|
Dollars
|
|
Percentage As Reported
|
|
Percentage Constant Currency
|
||||||||||
Watches
|
$
|
449.8
|
|
|
77.3
|
%
|
|
$
|
496.5
|
|
|
75.2
|
%
|
|
$
|
(46.7
|
)
|
|
(9.4
|
)%
|
|
(8.2
|
)%
|
Leathers
|
72.7
|
|
|
12.5
|
|
|
92.5
|
|
|
14.0
|
|
|
(19.8
|
)
|
|
(21.4
|
)
|
|
(20.6
|
)
|
|||
Jewelry
|
47.9
|
|
|
8.2
|
|
|
54.7
|
|
|
8.3
|
|
|
(6.8
|
)
|
|
(12.4
|
)
|
|
(10.1
|
)
|
|||
Other
|
11.4
|
|
|
2.0
|
|
|
16.1
|
|
|
2.5
|
|
|
(4.7
|
)
|
|
(29.2
|
)
|
|
(28.0
|
)
|
|||
Total
|
$
|
581.8
|
|
|
100.0
|
%
|
|
$
|
659.8
|
|
|
100.0
|
%
|
|
$
|
(78.0
|
)
|
|
(11.8
|
)%
|
|
(10.5
|
)%
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
|
Growth (Decline)
|
||||||||||||||||||
|
Net Sales
|
|
Percentage
of Total
|
|
Net Sales
|
|
Percentage
of Total
|
|
Dollars
|
|
Percentage As Reported
|
|
Percentage Constant Currency
|
||||||||||
Americas
|
$
|
277.5
|
|
|
47.7
|
%
|
|
$
|
335.8
|
|
|
50.9
|
%
|
|
$
|
(58.3
|
)
|
|
(17.4
|
)%
|
|
(17.1
|
)%
|
Europe
|
195.7
|
|
|
33.6
|
|
|
210.0
|
|
|
31.8
|
|
|
(14.3
|
)
|
|
(6.8
|
)
|
|
(2.9
|
)
|
|||
Asia
|
108.6
|
|
|
18.7
|
|
|
114.0
|
|
|
17.3
|
|
|
(5.4
|
)
|
|
(4.7
|
)
|
|
(5.4
|
)
|
|||
Total
|
$
|
581.8
|
|
|
100.0
|
%
|
|
$
|
659.8
|
|
|
100.0
|
%
|
|
$
|
(78.0
|
)
|
|
(11.8
|
)%
|
|
(10.5
|
)%
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
|
|
|
|
|
|
||||||||
Growth (Decline)
|
|||||||||||||||||
|
Net Sales
|
|
Net Sales
|
|
Dollars
|
|
Percentage
As Reported
|
|
Percentage
Constant Currency
|
||||||||
Watches
|
$
|
213.6
|
|
|
$
|
249.9
|
|
|
$
|
(36.3
|
)
|
|
(14.5
|
)%
|
|
(14.1
|
)%
|
Leathers
|
43.9
|
|
|
58.8
|
|
|
(14.9
|
)
|
|
(25.3
|
)
|
|
(25.5
|
)
|
|||
Jewelry
|
16.7
|
|
|
21.6
|
|
|
(4.9
|
)
|
|
(22.7
|
)
|
|
(22.7
|
)
|
|||
Other
|
3.3
|
|
|
5.5
|
|
|
(2.2
|
)
|
|
(40.0
|
)
|
|
(40.0
|
)
|
|||
Total
|
$
|
277.5
|
|
|
$
|
335.8
|
|
|
$
|
(58.3
|
)
|
|
(17.4
|
)%
|
|
(17.1
|
)%
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
|
|
|
|
|
|
||||||||
Growth (Decline)
|
|||||||||||||||||
|
Net Sales
|
|
Net Sales
|
|
Dollars
|
|
Percentage
As Reported
|
|
Percentage Constant Currency
|
||||||||
Watches
|
$
|
144.3
|
|
|
$
|
150.6
|
|
|
$
|
(6.3
|
)
|
|
(4.2
|
)%
|
|
(0.3
|
)%
|
Leathers
|
16.6
|
|
|
20.1
|
|
|
(3.5
|
)
|
|
(17.4
|
)
|
|
(12.9
|
)
|
|||
Jewelry
|
29.5
|
|
|
31.4
|
|
|
(1.9
|
)
|
|
(6.1
|
)
|
|
(1.9
|
)
|
|||
Other
|
5.3
|
|
|
7.9
|
|
|
(2.6
|
)
|
|
(32.9
|
)
|
|
(29.1
|
)
|
|||
Total
|
$
|
195.7
|
|
|
$
|
210.0
|
|
|
$
|
(14.3
|
)
|
|
(6.8
|
)%
|
|
(2.9
|
)%
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
|
|
|
|
|
|
||||||||
Growth (Decline)
|
|||||||||||||||||
|
Net Sales
|
|
Net Sales
|
|
Dollars
|
|
Percentage
As Reported
|
|
Percentage Constant Currency
|
||||||||
Watches
|
$
|
91.9
|
|
|
$
|
95.9
|
|
|
$
|
(4.0
|
)
|
|
(4.2
|
)%
|
|
(4.8
|
)%
|
Leathers
|
12.2
|
|
|
13.5
|
|
|
(1.3
|
)
|
|
(9.6
|
)
|
|
(10.4
|
)
|
|||
Jewelry
|
1.7
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other
|
2.8
|
|
|
2.9
|
|
|
(0.1
|
)
|
|
(3.4
|
)
|
|
(3.4
|
)
|
|||
Total
|
$
|
108.6
|
|
|
$
|
114.0
|
|
|
$
|
(5.4
|
)
|
|
(4.7
|
)%
|
|
(5.4
|
)%
|
|
April 1, 2017
|
|
April 2, 2016
|
||||||||||||||||||||
|
Americas
|
|
Europe
|
|
Asia
|
|
Total
|
|
Americas
|
|
Europe
|
|
Asia
|
|
Total
|
||||||||
Full price accessory
|
117
|
|
|
116
|
|
|
63
|
|
|
296
|
|
|
126
|
|
|
124
|
|
|
69
|
|
|
319
|
|
Outlets
|
138
|
|
|
73
|
|
|
45
|
|
|
256
|
|
|
153
|
|
|
71
|
|
|
45
|
|
|
269
|
|
Full priced multi-brand
|
—
|
|
|
8
|
|
|
11
|
|
|
19
|
|
|
—
|
|
|
7
|
|
|
17
|
|
|
24
|
|
Total stores
|
255
|
|
|
197
|
|
|
119
|
|
|
571
|
|
|
279
|
|
|
202
|
|
|
131
|
|
|
612
|
|
|
For the 13 Weeks Ended April 1, 2017
|
|
For the 13 Weeks Ended April 2, 2016
|
|
Growth (Decline)
|
|
Operating Margin %
|
|||||||||||||
|
|
|
Dollars
|
|
Percentage
|
|
2017
|
|
2016
|
|||||||||||
Americas
|
$
|
25.7
|
|
|
$
|
59.6
|
|
|
$
|
(33.9
|
)
|
|
(56.9
|
)%
|
|
9.3
|
%
|
|
17.7
|
%
|
Europe
|
13.6
|
|
|
28.5
|
|
|
(14.9
|
)
|
|
(52.3
|
)
|
|
7.0
|
|
|
13.6
|
|
|||
Asia
|
10.9
|
|
|
17.9
|
|
|
(7.0
|
)
|
|
(39.1
|
)
|
|
10.1
|
|
|
15.7
|
|
|||
Corporate
|
(95.5
|
)
|
|
(91.6
|
)
|
|
(3.9
|
)
|
|
4.3
|
|
|
|
|
|
|||||
Total operating income (loss)
|
$
|
(45.3
|
)
|
|
$
|
14.4
|
|
|
$
|
(59.7
|
)
|
|
(414.6
|
)%
|
|
(7.8
|
)%
|
|
2.2
|
%
|
Period
|
|
Maximum Ratio
|
Second Amendment Effective Date through and including July 1, 2017
|
|
3.25 to 1.00
|
July 2, 2017 through and including September 30, 2017
|
|
3.50 to 1.00
|
October 1, 2017 through and including March 31, 2018
|
|
3.25 to 1.00
|
April 1, 2018 through and including September 29, 2018
|
|
3.50 to 1.00
|
September 30, 2018 and thereafter
|
|
3.25 to 1.00
|
Functional Currency
|
|
Contract Currency
|
|
|
||||||
Type
|
|
Amount
|
|
Type
|
|
Amount
|
|
Expiring Through
|
||
Euro
|
|
246.3
|
|
|
U.S. dollar
|
|
275.6
|
|
|
February 2019
|
Canadian dollar
|
|
91.5
|
|
|
U.S. dollar
|
|
69.4
|
|
|
March 2019
|
British pound
|
|
45.7
|
|
|
U.S. dollar
|
|
63.0
|
|
|
March 2019
|
Japanese yen
|
|
4,699.1
|
|
|
U.S. dollar
|
|
42.9
|
|
|
March 2019
|
Mexican peso
|
|
341.5
|
|
|
U.S. dollar
|
|
17.4
|
|
|
December 2017
|
Australian dollar
|
|
18.9
|
|
|
U.S. dollar
|
|
14.3
|
|
|
December 2017
|
U.S. dollar
|
|
44.7
|
|
|
Japanese yen
|
|
4,730.0
|
|
|
November 2018
|
Period
|
|
Total
Number
of Shares
Purchased (1)
|
|
Average
Price
Paid per
Share
|
|
Total Number of Shares
Purchased as Part
of Publicly
Announced Programs
|
|
Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Programs (2)
|
||||||
January 1, 2017 - January 28, 2017
|
|
37
|
|
|
$
|
25.06
|
|
|
—
|
|
|
$
|
824,158,481
|
|
January 29, 2017 - February 25, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
824,158,481
|
|
||
February 26, 2017 - April 1, 2017
|
|
3,176
|
|
|
$
|
16.42
|
|
|
—
|
|
|
$
|
824,158,481
|
|
Total
|
|
3,213
|
|
|
|
|
|
—
|
|
|
|
|
Exhibit
Number
|
|
Document Description
|
|
|
|
3.1
|
|
Third Amended and Restated Certificate of Incorporation of Fossil, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 25, 2010).
|
|
|
|
3.2
|
|
Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of Fossil, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 28, 2013).
|
|
|
|
3.3
|
|
Fifth Amended and Restated Bylaws of Fossil Group, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on April 3, 2017).
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10.1(1)
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Second Amendment to Amended and Restated Credit Agreement, dated as of March 10, 2017, by and among certain lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, HSBC Bank USA, National Association, Compass Bank and Fifth Third Bank, as documentation agents, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners and Fossil Group, Inc.
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31.1(1)
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
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31.2(1)
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
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32.1(2)
|
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Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
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|
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32.2(2)
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Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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|
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101.INS(1)
|
|
XBRL Instance Document.
|
|
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101.SCH(1)
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|
XBRL Taxonomy Extension Schema Document.
|
|
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101.DEF(1)
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|
XBRL Taxonomy Extension Definition Linkbase Document.
|
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101.CAL(1)
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XBRL Taxonomy Extension Calculation Linkbase Document.
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|
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101.LAB(1)
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE(1)
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|
XBRL Taxonomy Extension Presentation Linkbase Document.
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FOSSIL GROUP, INC
.
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May 11, 2017
|
/S/ DENNIS R. SECOR
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Dennis R. Secor
|
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Executive Vice President, Chief Financial Officer and Treasurer (Principal financial and accounting officer duly authorized to sign on behalf of the Registrant)
|
Exhibit
Number
|
|
Document Description
|
|
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|
3.1
|
|
Third Amended and Restated Certificate of Incorporation of Fossil, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 25, 2010).
|
|
|
|
3.2
|
|
Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of Fossil, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 28, 2013).
|
|
|
|
3.3
|
|
Fifth Amended and Restated Bylaws of Fossil Group, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on April 3, 2017).
|
|
|
|
10.1(1)
|
|
Second Amendment to Amended and Restated Credit Agreement, dated as of March 10, 2017, by and among certain lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, HSBC Bank USA, National Association, Compass Bank and Fifth Third Bank, as documentation agents, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners and Fossil Group, Inc.
|
|
|
|
31.1(1)
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2(1)
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1(2)
|
|
Certification of Chief Executive Officer Pursuant to Section 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2(2)
|
|
Certification of Chief Financial Officer Pursuant to Section 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS(1)
|
|
XBRL Instance Document.
|
|
|
|
101.SCH(1)
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.DEF(1)
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.CAL(1)
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.LAB(1)
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE(1)
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
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