10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: July 4, 2015

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                    

Commission file number: 000-19848

FOSSIL GROUP, INC.

(Exact name of registrant as specified in its charter)

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)

(972) 234-2525

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of the registrant’s common stock outstanding as of August 6, 2015: 48,146,973

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

FOSSIL GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED

IN THOUSANDS

	July 4,			January 3,
	2015			2015
Assets
Current assets:
Cash and cash equivalents	$	249,864		$	276,261
Accounts receivable - net of allowances of $61,773 and $80,047, respectively	254,517			430,498
Inventories	669,334			597,281
Deferred income tax assets-net	34,833			34,084
Prepaid expenses and other current assets	157,791			151,730
Total current assets	1,366,339			1,489,854
Property, plant and equipment - net of accumulated depreciation of $377,782 and $360,191, respectively	329,160			345,606
Goodwill	197,741			197,728
Intangible and other assets-net	166,201			174,364
Total long-term assets	693,102			717,698
Total assets	$	2,059,441		$	2,207,552
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	161,380		$	159,267
Short-term and current portion of long-term debt	20,288			16,646
Accrued expenses:
Compensation	59,593			50,776
Royalties	21,224			54,013
Co-op advertising	17,504			28,591
Transaction taxes	15,552			35,301
Other	71,068			75,609
Income taxes payable	15,301			26,626
Total current liabilities	381,910			446,829
Long-term income taxes payable	13,540			16,610
Deferred income tax liabilities	87,395			87,860
Long-term debt	674,445			613,659
Other long-term liabilities	57,749			58,793
Total long-term liabilities	833,129			776,922
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, 48,291 and 50,771 shares issued and outstanding at July 4, 2015 and January 3, 2015, respectively	483			508
Additional paid-in capital	178,633			171,669
Retained earnings	698,372			822,093
Accumulated other comprehensive income (loss)	(44,542		)	(16,410		)
Total Fossil Group, Inc. stockholders’ equity	832,946			977,860
Noncontrolling interest	11,456			5,941
Total stockholders’ equity	844,402			983,801
Total liabilities and stockholders’ equity	$	2,059,441		$	2,207,552

See notes to the condensed consolidated financial statements.

2

FOSSIL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

UNAUDITED

IN THOUSANDS, EXCEPT PER SHARE DATA

	For the 13			For the 13			For the 26			For the 27
	Weeks Ended			Weeks Ended			Weeks Ended			Weeks Ended
	July 4, 2015			July 5, 2014			July 4, 2015			July 5, 2014
Net sales	$	739,975		$	773,820		$	1,465,060		$	1,550,365
Cost of sales	330,510			329,218			654,870			662,542
Gross profit	409,465			444,602			810,190			887,823
Operating expenses:
Selling, general and administrative expenses	332,560			359,844			665,042			698,366
Restructuring charges	6,471			0			18,559			0
Total operating expenses	339,031			359,844			683,601			698,366
Operating income	70,434			84,758			126,589			189,457
Interest expense	5,014			3,887			9,193			7,593
Other income (expense) - net	14,294			(1,097		)	21,479			(1,448		)
Income before income taxes	79,714			79,774			138,875			180,416
Provision for income taxes	22,894			24,875			41,417			56,355
Net income	56,820			54,899			97,458			124,061
Less: Net income attributable to noncontrolling interest	2,172			2,382			4,740			5,201
Net income attributable to Fossil Group, Inc.	$	54,648		$	52,517		$	92,718		$	118,860
Other comprehensive income (loss), net of taxes:
Currency translation adjustment	$	5,559		$	1,524		$	(27,947	)	$	399
Derivative instruments-net change	(246		)	(651		)	(185		)	(412		)
Pension plan activity	0			(3,293		)	0			(3,293		)
Total other comprehensive income (loss)	5,313			(2,420		)	(28,132		)	(3,306		)
Total comprehensive income	62,133			52,479			69,326			120,755
Less: Comprehensive income attributable to noncontrolling interest	2,172			2,382			4,740			5,201
Comprehensive income attributable to Fossil Group, Inc.	$	59,961		$	50,097		$	64,586		$	115,554
Earnings per share:
Basic	$	1.12		$	0.98		$	1.87		$	2.21
Diluted	$	1.12		$	0.98		$	1.87		$	2.20
Weighted average common shares outstanding:
Basic	48,634			53,494			49,464			53,821
Diluted	48,744			53,678			49,615			54,028

See notes to the condensed consolidated financial statements.

3

FOSSIL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

IN THOUSANDS

	For the 26			For the 27
	Weeks Ended			Weeks Ended
	July 4, 2015			July 5, 2014
Operating Activities:
Net income	$	97,458		$	124,061
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	43,650			48,978
Stock-based compensation	9,276			9,637
Decrease in allowance for returns-net of inventory in transit	(8,438		)	(3,685		)
Loss on disposal of assets	2,519			423
Impairment losses	6,602			5,501
Decrease in allowance for doubtful accounts	(2,006		)	(887		)
Excess tax benefits from stock-based compensation	(170		)	(950		)
Deferred income taxes and other	6,804			(973		)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	183,993			158,595
Inventories	(91,020		)	(95,426		)
Prepaid expenses and other current assets	(19,666		)	(36,280		)
Accounts payable	(1,040		)	9,377
Accrued expenses	(50,563		)	(60,033		)
Income taxes payable	(14,898		)	(2,842		)
Net cash provided by operating activities	162,501			155,496
Investing Activities:
Additions to property, plant and equipment	(32,464		)	(43,440		)
Increase in intangible and other assets	(1,400		)	(6,598		)
Skagen Designs arbitration settlement	5,968			0
Business acquisitions-net of cash acquired	(4,820		)	0
Net investment hedge settlement	0			410
Net cash used in investing activities	(32,716		)	(49,628		)
Financing Activities:
Acquisition of common stock	(218,659		)	(187,158		)
Distribution of noncontrolling interest earnings and other	(5,056		)	(5,392		)
Excess tax benefits from stock-based compensation	170			950
Debt borrowings	1,482,165			401,800
Debt payments	(1,419,161		)	(363,694		)
Proceeds from exercise of stock options	582			1,508
Net cash used in financing activities	(159,959		)	(151,986		)
Effect of exchange rate changes on cash and cash equivalents	3,777			(1,719		)
Net decrease in cash and cash equivalents	(26,397		)	(47,837		)
Cash and cash equivalents:
Beginning of period	276,261			320,479
End of period	$	249,864		$	272,642

See notes to the condensed consolidated financial statements.

4

FOSSIL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

1. FINANCIAL STATEMENT POLICIES

Basis of Presentation. The condensed consolidated financial statements include the accounts of Fossil Group, Inc., a Delaware corporation, and its wholly and majority-owned subsidiaries (the “Company”).

The condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s financial position as of July 4, 2015, and the results of operations for the thirteen-week periods ended July 4, 2015 (“Second Quarter”) and July 5, 2014 (“Prior Year Quarter”), respectively, and the twenty-six week period ended July 4, 2015 (“Year To Date Period”) and the twenty-seven week period ended July 5, 2014 (“Prior Year YTD Period”).  All adjustments are of a normal, recurring nature.  The Company’s fiscal year periodically results in a 53-week year instead of a normal 52-week year. The prior fiscal year ended January 3, 2015 was a 53-week year, with the additional week included in the first quarter of the fiscal year. Accordingly, the information presented herein includes twenty-six weeks of operations for the Year To Date Period as compared to twenty-seven weeks included in the Prior Year YTD Period.

Effective during the first quarter of the current fiscal year, the Company made changes to the presentation of its reportable segments to reflect changes in the way its chief operating decision maker evaluates the performance of its operations, develops strategy and allocates capital resources. The Company has realigned its operating structure. Strategic and brand directions are set centrally and regional management is now fully empowered and responsible to drive those strategies and brand directions across all brands and channels within their regions. As part of the new operating structure, the regional teams manage both the wholesale and retail businesses within their regions whereas previously the retail business was managed globally. Additionally, with the implementation of new reporting systems, the Company has the ability to extract discrete financial information that aligns with its operating structure and is consistent with how management now evaluates the business performance. The Company’s reportable segments now consist of the following: (i) Americas, (ii) Europe and (iii) Asia. Prior to the Company’s first quarter fiscal 2015 Form 10-Q, as reported in the 2014 Form 10-K (as defined below), the Company’s reportable segments consisted of the following: (i) North America wholesale, (ii) Europe wholesale, (iii) Asia Pacific wholesale and (iv) Direct to consumer.

These changes to the Company’s reportable segments include the following:

(1)Reclassification of the Company’s retail, e-commerce and catalog activities, all of which were previously recorded within the Company’s Direct to consumer segment, to the Americas, Europe and Asia segments based on the geographic location of the activities.

(2)The Company’s wholesale operations in North America, Europe and Asia Pacific previously recorded within the North America wholesale, Europe wholesale and Asia Pacific wholesale segments, respectively, have been reclassified to the Americas, Europe and Asia segments, respectively.

(3)Intercompany profit attributable to the Company’s factory operations was previously included in the Asia Pacific wholesale and Europe wholesale segments in accordance with the geographic location of the factories, and is now eliminated from all reporting segments.

(4)Certain corporate costs are not allocated to the various segments because they are managed at the corporate level for internal purposes. Prior to the change in reporting segments, these expenses included, and after the change in reporting segments, continue to include, general corporate expenses, including certain administrative, legal, accounting, technology support costs, equity compensation costs and payroll costs attributable to executive management. Additionally, certain brand management, product development, art, creative/product design, marketing and back office supply chain expenses which were previously included in North America wholesale, Europe wholesale, Asia Pacific wholesale and Direct to consumer segments prior to the change in reporting segments are now reported in corporate. Conversely, certain back office costs reported in corporate prior to the change in reporting segments are now included in the various reporting segments in which they are now managed.

The Company’s historical segment disclosures have been recast to be consistent with the current presentation.

These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K filed by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the fiscal year ended January 3, 2015 (the “2014 Form 10-K”). Operating results for the Second Quarter and Year To Date Period are not necessarily indicative of the results to be achieved for the full fiscal year.

5

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods reported. Actual results could differ from those estimates. The Company has not made any changes in its significant accounting policies from those disclosed in the 2014 Form 10-K. Certain prior year amounts have been reclassified to conform to the current year presentation.

Business. The Company is a global design, marketing and distribution company that specializes in consumer fashion accessories. Its principal offerings include an extensive line of men’s and women’s fashion watches and jewelry, handbags, small leather goods, belts, sunglasses, soft accessories and select apparel. In the watch and jewelry product categories, the Company has a diverse portfolio of globally recognized owned and licensed brand names under which its products are marketed. The Company’s products are distributed globally through various distribution channels, including wholesale in countries where it has a physical presence, direct to the consumer through its retail stores and commercial websites and through third-party distributors in countries where the Company does not maintain a physical presence. The Company’s products are offered at varying price points to meet the needs of its customers, whether they are value-conscious or luxury oriented. Based on its extensive range of accessory products, brands, distribution channels and price points, the Company is able to target style-conscious consumers across a wide age spectrum on a global basis.

Hedging Instruments. The Company is exposed to certain market risks relating to foreign exchange rates and interest rates. The Company actively monitors and attempts to manage these exposures using derivative instruments including foreign currency forward contracts and interest rate swaps. The Company’s foreign subsidiaries periodically enter into foreign exchange forward contracts to hedge the future payment of intercompany inventory transactions denominated in U.S. dollars. If the Company was to settle its euro, British pound, Canadian dollar, Japanese yen, Australian dollar and Mexican peso forward contracts as of July 4, 2015, the net result would have been a net gain of approximately $14.6 million, net of taxes. To help protect against adverse existing and forecasted fluctuations in interest rates, the Company has entered into interest rate swap agreements to effectively convert portions of its existing and forecasted variable rate debt obligations to fixed rates. To reduce exposure to changes in currency exchange rates adversely affecting the Company’s investment in a euro-denominated subsidiary, the Company entered into a forward contract designated as a net investment hedge that was settled during the Prior Year Quarter. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. See “Note 10—Derivatives and Risk Management” for additional disclosures about the Company’s use of derivatives.

Operating expenses. Operating expenses include selling, general and administrative expenses (“SG&A”) and restructuring charges. SG&A expenses include selling and distribution expenses primarily consisting of sales and distribution labor costs, sales distribution center and warehouse facility costs, depreciation expense related to sales distribution and warehouse facilities, the four-wall operating costs of the Company’s retail stores, point-of-sale expenses, advertising expenses and art, design and product development labor costs. SG&A also includes general and administrative expenses primarily consisting of administrative support labor and “back office” or support costs such as treasury, legal, information services, accounting, internal audit, human resources, executive management costs and costs associated with stock-based compensation. Restructuring charges include costs to reorganize, refine and optimize the Company’s infrastructure and store closures. See “Note 15—Restructuring” for additional information on the Company’s restructuring plan.

Earnings Per Share (“EPS”). Basic EPS is based on the weighted average number of common shares outstanding during each period. Diluted EPS adjusts basic EPS for the effects of dilutive common stock equivalents outstanding during each period using the treasury stock method.

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The following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS (in thousands, except per share data):

	For the 13		For the 13		For the 26		For the 27
	Weeks Ended		Weeks Ended		Weeks Ended		Weeks Ended
	July 4, 2015		July 5, 2014		July 4, 2015		July 5, 2014
Numerator:
Net income attributable to Fossil Group, Inc	$	54,648	$	52,517	$	92,718	$	118,860
Denominator:
Basic EPS computation:
Basic weighted average common shares outstanding	48,634		53,494		49,464		53,821
Basic EPS	$	1.12	$	0.98	$	1.87	$	2.21
Diluted EPS computation:
Basic weighted average common shares outstanding	48,634		53,494		49,464		53,821
Effect of stock options, stock appreciation rights, restricted stock units and performance restricted stock units	110		184		151		207
Diluted weighted average common shares outstanding	48,744		53,678		49,615		54,028
Diluted EPS	$	1.12	$	0.98	$	1.87	$	2.20

Approximately 569,000, 400,000, 334,000 and 302,000 weighted average common shares issuable under stock-based awards were not included in the diluted EPS calculation at the end of the Second Quarter, Year To Date Period, Prior Year Quarter and Prior Year YTD Period, respectively, because they were antidilutive.

Recently Issued Accounting Standards. In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 affects reporting entities that measure inventory using first-in, first-out or average cost. Specifically, ASU 2015-11 requires that inventory be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for annual periods beginning after December 15, 2016, with early adoption permitted. This standard will not have a material impact on the Company’s consolidated results of operations or financial position.

In April 2015, FASB issued ASU 2015-04, Compensation—Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets (“ASU 2015-04”). ASU 2015-04 provides an entity with a fiscal year-end that does not coincide with a month-end a practical expedient that allows the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. If an entity has a significant event in an interim period that requires the remeasurement of defined benefit plan assets and obligations such as a partial settlement, ASU 2015-04 also provides a practical expedient that permits the entity to remeasure defined benefit plan assets and obligations using the month-end that is closest to the date of the significant event and adjust for any effects of the significant event not captured in the month-end measurement. If an entity applies the practical expedient and a contribution is made between the month-end date used for measurement and the entity’s fiscal year-end, the entity should disclose the amount of the contribution to allow reconciliation of the fair value of plan assets in the fair value hierarchy to the ending balance of the fair value of plan assets. ASU 2015-04 is effective for annual periods beginning after December 15, 2015 with early adoption permitted. This standard will not have a material impact on the Company’s consolidated results of operations or financial position.

In April 2015, FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 with early adoption permitted. This standard will not have a material impact on the Company’s consolidated results of operations or financial position.

In January 2015, FASB issued ASU 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (“ASU 2015-01”). ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items as part of its initiative to reduce complexity in accounting standards. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for annual periods beginning after December 15, 2015 with early adoption permitted. This standard will not have a material impact on the Company’s consolidated results of operations or financial position.

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In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), to provide guidance on management’s responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern and to provide related disclosure. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. This standard will not have a material impact on the Company’s consolidated results of operations or financial position.

In June 2014, FASB issued ASU 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“ASU 2014-12”). ASU 2014-12 requires that a performance target, that affects vesting and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015, with early adoption permitted. The Company is evaluating the effect of adopting ASU 2014-12, but does not expect that adoption will have a material impact on the Company’s consolidated results of operations or financial position.

In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, FASB deferred the effective date of ASU 2014-09.  The new revenue standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 and allows either a full retrospective adoption to all periods presented or a modified retrospective adoption approach with the cumulative effect of initial application of the revised guidance recognized at the date of initial application. Early adoption is permitted for periods beginning after December 15, 2016. The Company is evaluating the effect of adopting ASU 2014-09, but does not expect that adoption will have a material impact on the Company’s consolidated results of operations or financial position.

Recently Adopted Accounting Standards. In accordance with U.S. GAAP, the following provision, which had no material impact on the Company’s financial position, results of operations or cash flows, was adopted effective the first quarter of fiscal year 2015: ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.

2. ACQUISITION AND GOODWILL

Fossil Accessories South Africa Acquisition. On February 1, 2015, the Company closed a share purchase agreement with S. Keren Watch Group (“SKWG”), pursuant to which the Company acquired 51% ownership in the Cape Town, South Africa-based distributor for approximately $4.8 million in cash, net of cash acquired and including working capital adjustments (the “SKWG Acquisition”). SKWG had been a distribution partner for the Company for over 23 years, representing all Fossil brands and most of the Company’s licensed brands in South Africa. Upon closing of the share purchase, SKWG was renamed Fossil Accessories South Africa Pty, Ltd. The Company recorded $4.5 million of goodwill related to the acquisition.

Goodwill is the excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed. The changes in the carrying amount of goodwill, which is not subject to amortization, were as follows (in thousands):

	Americas			Europe			Asia		Total
Balance at January 3, 2015	$	119,438		$	66,433		$	11,857	$	197,728
Acquisitions	0			4,487			0		4,487
Foreign currency changes	(102		)	(4,413		)	41		(4,474		)
Balance at July 4, 2015	$	119,336		$	66,507		$	11,898	$	197,741

3. INVENTORIES

Inventories consisted of the following (in thousands):

	July 4,		January 3,
	2015		2015
Components and parts	$	58,942	$	48,797
Work-in-process	9,352		13,719
Finished goods	601,040		534,765
Inventories	$	669,334	$	597,281

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4. WARRANTY LIABILITIES

The Company’s warranty liability is recorded in accrued expenses-other in the Company’s condensed consolidated balance sheets.  Warranty liability activity consisted of the following (in thousands):

	For the 26			For the 27
	Weeks Ended			Weeks Ended
	July 4, 2015			July 5, 2014
Beginning balance	$	13,500		$	15,658
Settlements in cash or kind	(4,019		)	(5,576		)
Warranties issued and adjustments to preexisting warranties (1)	4,038			5,925
Liabilities assumed in acquisition	44			0
Ending balance	$	13,563		$	16,007

(1) Changes in cost estimates related to preexisting warranties are aggregated with accruals for new standard warranties issued and foreign currency changes.

5. INCOME TAXES

The Company’s income tax expense and related effective rate were as follows (in thousands, except percentage data):

	For the 13			For the 13			For the 26			For the 27
	Weeks Ended			Weeks Ended			Weeks Ended			Weeks Ended
	July 4, 2015			July 5, 2014			July 4, 2015			July 5, 2014
Income tax expense	$	22,894		$	24,875		$	41,417		$	56,355
Income tax rate	28.7		%	31.2		%	29.8		%	31.2		%

The lower effective tax rates in the Second Quarter and the Year to Date Period, as compared to the Prior Year Quarter and Prior Year YTD Period, respectively, was primarily attributable to the recognition of income tax benefits due to the settlement of audits.

As of July 4, 2015, the total amount of unrecognized tax benefits, excluding interest and penalties, was $13.1 million, of which $10.3 million would favorably impact the effective tax rate in future periods, if recognized. During the Second Quarter, the U.S. Internal Revenue Service closed its examination of the Company’s 2010-2012 federal income tax returns, and the Company expects a refund of $2.2 million, which is recorded in prepaid expenses and other current assets in the Company’s condensed consolidated balance sheets. The Company is subject to examinations in various state and foreign jurisdictions for its 2007-2013 tax years, none of which the Company believes are significant, individually or in the aggregate. Tax audit outcomes and timing of tax audit settlements are subject to significant uncertainty.

The Company has classified uncertain tax positions as long-term income taxes payable, unless such amounts are expected to be paid within twelve months of the condensed consolidated balance sheet date. As of July 4, 2015, the Company had recorded $1.7 million of unrecognized tax benefits, excluding interest and penalties, for positions that are expected to be settled within the next twelve months. Consistent with its past practice, the Company recognizes interest and/or penalties related to income tax overpayments and income tax underpayments in income tax expense and income taxes receivable/payable, respectively. The total amount of accrued income tax-related interest and penalties included in the condensed consolidated balance sheets at July 4, 2015 was $1.7 million and $0.4 million, respectively. For the Second Quarter and Year To Date Period, the Company accrued income tax-related interest expense of $0.2 million and $0.4 million, respectively.

6. STOCKHOLDERS’ EQUITY

Common Stock Repurchase Programs. Purchases of the Company’s common stock are made from time to time pursuant to its repurchase programs, subject to market conditions and at prevailing market prices, through the open market. Repurchased shares of common stock are recorded at cost and become authorized but unissued shares which may be issued in the future for general corporate or other purposes. The Company may terminate or limit its stock repurchase program at any time. In the event the repurchased shares are cancelled, the Company accounts for retirements by allocating the repurchase price to common stock, additional paid-in capital and retained earnings. The repurchase price allocation is based upon the equity contribution associated with historical issuances. The repurchase programs are conducted pursuant to Rule 10b-18 of the Securities Exchange Act of 1934.

9

During the Year To Date Period, the Company effectively retired 2.5 million shares of common stock repurchased under its repurchase programs. The effective retirement of repurchased common stock decreased common stock by approximately $25,500, additional paid-in capital by $0.6 million, retained earnings by $216.4 million and treasury stock by $217.0 million. At January 3, 2015 and July 4, 2015, all treasury stock had been effectively retired. As of July 4, 2015, the Company had $841.7 million of repurchase authorizations remaining under its combined repurchase programs.

The following tables reflect the Company’s common stock repurchase activity for the periods indicated (in millions):

				For the 13 Weeks Ended			For the 13 Weeks Ended
				July 4, 2015			July 5, 2014
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	1.3	$	102.5	0.0	$	0.0
2012	$	1,000.0	December 2016 (1)	0.0	$	0.0	0.6	$	67.3
2010	$	30.0	None	0.0	$	0.0	0.0	$	0.0

				For the 26 Weeks Ended			For the 27 Weeks Ended
				July 4, 2015			July 5, 2014
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	2.2	$	188.2	0.0	$	0.0
2012	$	1,000.0	December 2016 (1)	0.3	$	28.8	1.6	$	184.6
2010	$	30.0	None	0.0	$	0.0	0.0	$	0.0

(1) In the first quarter of fiscal year 2015, the Company completed this repurchase plan.

Controlling and Noncontrolling Interest. The following tables summarize the changes in equity attributable to controlling and noncontrolling interest (in thousands):

	Fossil Group, Inc.						Total
	Stockholders’			Noncontrolling			Stockholders’
	Equity			Interest			Equity
Balance at January 3, 2015	$	977,860		$	5,941		$	983,801
Net income	92,718			4,740			97,458
Currency translation adjustment	(27,947		)	0			(27,947		)
Derivative instruments-net change	(185		)	0			(185		)
Common stock issued upon exercise of stock options	582			0			582
Tax expense derived from stock-based compensation	(699		)	0			(699		)
Distribution of noncontrolling interest earnings	0			(5,056		)	(5,056		)
Business acquisition	0			5,831			5,831
Acquisition of common stock	(218,659		)	0			(218,659		)
Stock-based compensation expense	9,276			0			9,276
Balance at July 4, 2015	$	832,946		$	11,456		$	844,402

10

	Fossil Group, Inc.						Total
	Stockholders’			Noncontrolling			Stockholders’
	Equity			Interest			Equity
Balance at December 28, 2013	$	1,068,677		$	6,690		$	1,075,367
Net income	118,860			5,201			124,061
Currency translation adjustment	399			0			399
Derivative instruments-net change	(412		)	0			(412		)
Common stock issued upon exercise of stock options	1,508			0			1,508
Tax benefit derived from stock-based compensation	950			0			950
Distribution of noncontrolling interest earnings and other.	0			(5,392		)	(5,392		)
Pension plan activity	(3,293		)	0			(3,293		)
Acquisition of common stock	(187,158		)	0			(187,158		)
Stock-based compensation expense	9,637			0			9,637
Balance at July 5, 2014	$	1,009,168		$	6,499		$	1,015,667

7. EMPLOYEE BENEFIT PLANS

Stock-Based Compensation Plans. The following table summarizes stock options and stock appreciation rights activity during the Second Quarter:

					Weighted-
					Average
			Weighted-		Remaining	Aggregate
			Average		Contractual	Intrinsic
Stock Options and Stock Appreciation Rights	Shares		Exercise Price		Term	Value
	(in Thousands)				(in Years)	(in Thousands)
Outstanding at April 4, 2015	775		$	84.93	5.8	$	10,714
Granted	0
Exercised	(7	)	41.30			244
Forfeited or expired	(24	)	98.15
Outstanding at July 4, 2015	744		84.94		5.5	7,667
Exercisable at July 4, 2015	540		$	83.20	4.8	$	7,664

The aggregate intrinsic value shown in the table above is before income taxes and is based on (i) the exercise price for outstanding and exercisable options/rights at July 4, 2015 and (ii) the fair market value of the Company’s common stock on the exercise date for options/rights that were exercised during the Second Quarter.

Stock Options and Stock Appreciation Rights Outstanding and Exercisable. The following tables summarize information with respect to stock options and stock appreciation rights outstanding and exercisable at July 4, 2015:

Stock Options Outstanding					Stock Options Exercisable
				Weighted-
		Weighted-		Average		Weighted-
		Average		Remaining		Average
Range of	Number of	Exercise		Contractual	Number of	Exercise
Exercise Prices	Shares	Price		Term	Shares	Price
	(in Thousands)			(in Years)	(in Thousands)
$13.65 - $21.51	51	$	15.13	3.0	51	$	15.13
$30.71 - $67.10	93	36.32		3.5	93	36.32
$69.53 - $106.40	96	80.86		5.6	94	80.79
$106.89 - $131.46	165	128.10		6.2	165	128.10
Total	405	$	81.56	5.0	403	$	81.55

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Stock Appreciation Rights Outstanding					Stock Appreciation Rights Exercisable
				Weighted-
		Weighted-		Average		Weighted-
		Average		Remaining		Average
Range of	Number of	Exercise		Contractual	Number of	Exercise
Exercise Prices	Shares	Price		Term	Shares	Price
	(in Thousands)			(in Years)	(in Thousands)
$13.65 - $21.51	17	$	13.65	1.7	17	$	13.65
$30.71 - $67.10	17	40.16		2.4	17	38.71
$69.53 - $106.40	197	84.25		6.9	43	90.35
$106.89 - $131.46	108	117.73		6.0	60	121.69
Total	339	$	88.98	6.1	137	$	88.08

Restricted Stock, Restricted Stock Units and Performance Restricted Stock Units. The following table summarizes restricted stock, restricted stock unit and performance restricted stock unit activity during the Second Quarter:

			Weighted-Average
Restricted Stock, Restricted Stock Units			Grant Date Fair
and Performance Restricted Stock Units	Number of Shares		Value
	(in Thousands)
Nonvested at April 4, 2015	446		$	90.39
Granted	23		79.23
Vested	(16	)	103.84
Forfeited	(16	)	92.96
Nonvested at July 4, 2015	437		$	89.22

The total fair value of restricted stock and restricted stock units vested during the Second Quarter was approximately $1.3 million. Vesting of performance restricted stock units is based on achievement of sales growth and operating margin targets in relation to the performance of a certain identified peer group.

8. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables illustrate changes in the balances of each component of accumulated other comprehensive income (loss), net of taxes (in thousands):

	For the 13 Weeks Ended July 4, 2015
	Currency			Cash Flow Hedges
	Translation			Forward			Interest			Pension
	Adjustments			Contracts			Rate Swaps			Plan			Total
Beginning balance	$	(60,747	)	$	19,315		$	(4,776	)	$	(3,647	)	$	(49,855	)
Other comprehensive income (loss) before reclassifications	5,559			2,701			10,460			0			18,720
Tax (expense) benefit	0			253			(3,812		)	0			(3,559		)
Amounts reclassed from accumulated other comprehensive income	0			10,555			4,604			0			15,159
Tax (expense) benefit	0			(3,634		)	(1,677		)	0			(5,311		)
Total other comprehensive income (loss)	5,559			(3,967		)	3,721			0			5,313
Ending balance	$	(55,188	)	$	15,348		$	(1,055	)	$	(3,647	)	$	(44,542	)

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	For the 13 Weeks Ended July 5, 2014
	Currency		Cash Flow Hedges									Net
	Translation Adjustments		Forward Contracts			Interest Rate Swap			Pension Plan			Investment Hedges			Total
Beginning balance	$	37,027	$	(1,941	)	$	(179	)	$	736		$	162		$	35,805
Other comprehensive income (loss) before reclassifications	1,524		(1,834		)	(912		)	(2,946		)	155			(4,013		)
Tax (expense) benefit	0		195			333			(347		)	(60		)	121
Amounts reclassed from accumulated other comprehensive income	0		(1,570		)	(691		)	0			0			(2,261		)
Tax (expense) benefit	0		537			252			0			0			789
Total other comprehensive income (loss)	1,524		(606		)	(140		)	(3,293		)	95			(2,420		)
Ending balance	$	38,551	$	(2,547	)	$	(319	)	$	(2,557	)	$	257		$	33,385

	For the 26 Weeks Ended July 4, 2015
	Currency			Cash Flow Hedges
	Translation Adjustments			Forward Contracts			Interest Rate Swaps			Pension Plan			Total
Beginning balance	$	(27,241	)	$	14,980		$	(502	)	$	(3,647	)	$	(16,410	)
Other comprehensive income (loss) before reclassifications	(27,947		)	21,462			3,054			0			(3,431		)
Tax (expense) benefit	0			(5,965		)	(1,113		)	0			(7,078		)
Amounts reclassed from accumulated other comprehensive income	0			22,993			3,923			0			26,916
Tax (expense) benefit	0			(7,864		)	(1,429		)	0			(9,293		)
Total other comprehensive income (loss)	(27,947		)	368			(553		)	0			(28,132		)
Ending balance	$	(55,188	)	$	15,348		$	(1,055	)	$	(3,647	)	$	(44,542	)

	For the 27 Weeks Ended July 5, 2014
	Currency		Cash Flow Hedges									Net
	Translation Adjustments		Forward Contracts			Interest Rate Swap			Pension Plan			Investment Hedges			Total
Beginning balance	$	38,152	$	(2,091	)	$	(106	)	$	736		$	0		$	36,691
Other comprehensive income (loss) before reclassifications	399		(2,100		)	(1,760		)	(2,946		)	410			(5,997		)
Tax (expense) benefit	0		113			643			(347		)	(153		)	256
Amounts reclassed from accumulated other comprehensive income	0		(2,399		)	(1,424		)	0			0			(3,823		)
Tax (expense) benefit	0		868			520			0			0			1,388
Total other comprehensive income (loss)	399		(456		)	(213		)	(3,293		)	257			(3,306		)
Ending balance	$	38,551	$	(2,547	)	$	(319	)	$	(2,557	)	$	257		$	33,385

See “Note 10—Derivatives and Risk Management” for additional disclosures about the Company’s use of derivatives.

13

9. SEGMENT INFORMATION

The Company reports segment information based on the “management approach”. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments.

The Company manages its business primarily on a geographic basis. The Company’s reportable operating segments are comprised of (i) Americas, (ii) Europe and (iii) Asia. Each reportable operating segment includes sales to wholesale and distributor customers, and sales through Company-owned retail stores and e-commerce activities based on the location of the selling entity. The Americas segment primarily includes sales to customers based in Canada, Latin America and the United States. The Europe segment primarily includes sales to customers based in European countries, the Middle East and Africa. The Asia segment primarily includes sales to customers based in Australia, China, India, Indonesia, Japan, Malaysia, New Zealand, Singapore, South Korea, Taiwan and Thailand. Each reportable operating segment provides similar products and services.

The Company evaluates the performance of its reportable segments based on net sales and operating income. Net sales for geographic segments are based on the location of the selling entity. Operating income for each segment includes net sales to third parties, related cost of sales and operating expenses directly attributable to the segment. General corporate expenses, including certain administrative, legal, accounting, technology support costs, equity compensation costs, payroll costs attributable to executive management, brand management, product development, art, creative/product design, marketing, strategy, compliance and back office supply chain expenses are not allocated to the various segments because they are managed at the corporate level internally. The Company does not include intercompany transfers between segments for management reporting purposes.

Certain reclassifications have been made to prior year amounts to conform with current year presentation. Due to changes in the Company’s reportable segments as discussed in Note 1 to the condensed consolidated financial statements, segment results for fiscal year 2014 have been recast to present results on a comparable basis.

Summary information by operating segment was as follows (in thousands):

	For the 13 Weeks Ended					For the 13 Weeks Ended
	July 4, 2015					July 5, 2014
	Net Sales		Operating Income			Net Sales		Operating Income
Americas	$	386,088	$	86,033		$	380,699	$	88,786
Europe	227,923		41,814			258,987		46,770
Asia	125,964		20,555			134,134		27,172
Corporate			(77,968		)			(77,970		)
Consolidated	$	739,975	$	70,434		$	773,820	$	84,758

	For the 26 Weeks Ended					For the 27 Weeks Ended
	July 4, 2015					July 5, 2014
	Net Sales		Operating Income			Net Sales		Operating Income
Americas	$	752,684	$	162,533		$	763,360	$	187,856
Europe	462,179		79,152			519,340		99,278
Asia	250,197		41,051			267,665		58,070
Corporate			(156,147		)			(155,747		)
Consolidated	$	1,465,060	$	126,589		$	1,550,365	$	189,457

	July 4, 2015				January 3, 2015
	Long-Term Assets		Total Assets		Long-Term Assets		Total Assets
Americas	$	262,507	$	772,618	$	263,324	$	809,548
Europe	202,586		488,965		220,742		561,486
Asia	54,993		213,381		57,508		233,881
Corporate	173,016		584,477		176,124		602,637
Total	$	693,102	$	2,059,441	$	717,698	$	2,207,552

14

The following tables reflect net sales for each class of similar products in the periods presented (in thousands, except percentage data):

	For the 13 Weeks Ended				For the 13 Weeks Ended
	July 4, 2015				July 5, 2014
	Net Sales		Percentage of Total		Net Sales		Percentage of Total
Watches	$	575,804	77.8	%	$	611,208	79.0	%
Leathers	89,380		12.1		87,325		11.3
Jewelry	55,780		7.5		56,183		7.2
Other	19,011		2.6		19,104		2.5
Total	$	739,975	100.0	%	$	773,820	100.0	%

	For the 26 Weeks Ended				For the 27 Weeks Ended
	July 4, 2015				July 5, 2014
	Net Sales		Percentage of Total		Net Sales		Percentage of Total
Watches	$	1,127,661	77.0	%	$	1,212,596	78.2	%
Leathers	182,306		12.4		187,047		12.1
Jewelry	118,767		8.1		112,701		7.3
Other	36,326		2.5		38,021		2.4
Total	$	1,465,060	100.0	%	$	1,550,365	100.0	%

10. DERIVATIVES AND RISK MANAGEMENT

Cash Flow Hedges. The primary risks managed by using derivative instruments are the fluctuations in global currencies that will ultimately be used by non-U.S. dollar functional currency subsidiaries to settle future payments of intercompany inventory transactions denominated in U.S. dollars. Specifically, the Company projects future intercompany purchases by its non-U.S. dollar functional currency subsidiaries generally over a period of up to 24 months. The Company enters into foreign currency forward contracts (“forward contracts”) generally for up to 85% of the forecasted purchases to manage fluctuations in global currencies that will ultimately be used to settle such U.S. dollar denominated inventory purchases. Forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon settlement date and exchange rate. These forward contracts are designated as single cash flow hedges. Fluctuations in exchange rates will either increase or decrease the Company’s U.S. dollar equivalent cash flows from these intercompany inventory transactions, which will affect the Company’s U.S. dollar earnings. Gains or losses on the forward contracts are expected to offset these fluctuations to the extent the cash flows are hedged by the forward contracts.

These forward contracts meet the criteria for hedge accounting, which requires that they represent foreign-currency-denominated forecasted inter-entity transactions in which (i) the operating unit that has the foreign currency exposure is a party to the hedging instrument and (ii) the hedged transaction is denominated in a currency other than the hedging unit’s functional currency.

At the inception of each forward contract designated as a cash flow hedge, the hedging relationship is expected to be highly effective in achieving offsetting cash flows attributable to the hedged risk. The Company assesses hedge effectiveness under the critical terms matched method at inception and at least quarterly throughout the life of the hedging relationship. If the critical terms (i.e., amounts, currencies and settlement dates) of the forward contract match the terms of the forecasted transaction, the Company concludes that the hedge is effective.

For a derivative instrument that is designated and qualifies as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (loss), net of taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, the Company’s hedges resulted in no ineffectiveness in the condensed consolidated statements of income and comprehensive income, and there were no components excluded from the assessment of hedge effectiveness for the Second Quarter, Prior Year Quarter, Year To Date Period or Prior Year YTD Period.

15

All derivative instruments are recognized as either assets or liabilities at fair value in the condensed consolidated balance sheets. Derivatives designated as cash flow hedges are recorded at fair value at each balance sheet date and the change in fair value is recorded to accumulated other comprehensive income (loss) within the equity section of the Company’s condensed consolidated balance sheet until such derivative’s gains or losses become realized or the cash flow hedge relationship is terminated. If the cash flow hedge relationship is terminated, the derivative’s gains or losses that are recorded in accumulated other comprehensive income (loss) will be recognized in earnings when the hedged cash flows occur. However, for cash flow hedges that are terminated because the forecasted transaction is not expected to occur in the original specified time period, the derivative’s gains or losses are immediately recognized in earnings. There were no gains or losses reclassified into earnings as a result of the discontinuance of cash flow hedges in the Second Quarter, Prior Year Quarter, Year To Date Period or Prior Year YTD Period. Hedge accounting is discontinued if it is determined that the derivative is not highly effective. The Company records all forward contract hedge assets and liabilities on a gross basis as they do not meet the balance sheet netting criteria because the Company does not have master netting agreements established with the derivative counterparties that would allow for net settlement.

As of July 4, 2015, the Company had the following outstanding forward contracts designated as cash flow hedges that were entered into to hedge the future payments of intercompany inventory transactions (in millions):

Functional Currency		Contract Currency
Type	Amount	Type	Amount
Euro	209.3	U.S. dollar	250.2
British pound	41.9	U.S. dollar	65.9
Canadian dollar	51.5	U.S. dollar	42.9
Japanese yen	3,788.1	U.S. dollar	32.7
Mexican peso	306.6	U.S. dollar	19.9
Australian dollar	19.0	U.S. dollar	14.7

The Company is also exposed to interest rate risk related to its outstanding debt. To manage the interest rate risk related to its $231.3 million U.S.-based term loan, as amended and restated on March 9, 2015 (“Term Loan”), the Company entered into an interest rate swap agreement on July 26, 2013 with a term of approximately five years. The objective of this hedge is to offset the variability of future payments associated with interest rates on the Term Loan. The interest rate swap agreement hedges the 1-month London Interbank Offer Rate (“LIBOR”) based variable rate debt obligations under the Term Loan. Under the terms of the swap, the Company pays a fixed interest rate of 1.288% per annum to the swap counterparty plus the LIBOR rate applicable margin (which varies based upon the  Company’s consolidated leverage ratio (the “Ratio”) from 1.25% if the Ratio is less than 1.00 to 1.00, to 2.00% if the Ratio is greater than or equal to 2.00 to 1.00). The notional amount will amortize over the remaining life of the Term Loan to coincide with the amortization of the underlying loan. The Company will receive interest from the swap counterparty at a variable rate based on 1-month LIBOR. This hedge is designated as a cash flow hedge. Additionally, to manage interest rate risk related to forecasted debt issuances, the Company entered into a forward starting interest rate swap agreement on March 20, 2015 with a term of approximately 10 years. The objective of this hedge was to offset the variability of future interest payments associated with forecasted debt issuances. The forecasted debt issuances did not occur, and in May 2015, the Company entered into an agreement to offset and unwind the forward starting interest rate swap. As a result of this transaction, a gain of $3.3 million net of taxes was reclassed out of accumulated other comprehensive income (loss) to other income (expense).

Net Investment Hedge. The Company is also exposed to risk that adverse changes in foreign currency exchange rates could impact its net investment in foreign operations. To manage this risk, during the first quarter of fiscal year 2014, the Company entered into a forward contract designated as a net investment hedge to reduce exposure to changes in currency exchange rates on €25.0 million of its total investment in a wholly-owned euro-denominated foreign subsidiary. The hedge was settled in the Prior Year Quarter. The effective portion of derivatives designated as net investment hedges are recorded at fair value at each balance sheet date and the change in fair value is recorded as a component of other comprehensive income (loss) in the Company’s condensed consolidated statements of income and comprehensive income. The Company uses the hypothetical derivative method to assess the ineffectiveness of net investment hedges. Should any portion of a net investment hedge become ineffective, the ineffective portion will be reclassified to other income-net on the Company’s condensed consolidated statements of income and comprehensive income. Gains and losses reported in accumulated other comprehensive income (loss) will not be reclassified into earnings until the Company’s underlying investment is liquidated or dissolved.

Non-designated Hedges. The Company also periodically enters into forward contracts to manage exchange rate risks associated with certain non-inventory intercompany transactions and to which the Company does not elect hedge treatment. As of July 4, 2015, the Company had approximately $0.1 million in assets of outstanding forward exchange contracts acquired as part of the SKWG Acquisition, for which the Company did not elect hedge treatment. As of January 3, 2015, all of the Company’s outstanding forward contracts were designated as hedging instruments. Changes in the fair value of derivatives not designated as hedging instruments are recognized in earnings when they occur.

16

The effective portion of gains and losses on derivative instruments that were recognized in other comprehensive income (loss), net of taxes during the Second Quarter, Prior Year Quarter, Year To Date Period and Prior Year YTD Period are set forth below (in thousands):

	For the 13		For the 13
	Weeks Ended		Weeks Ended
	July 4, 2015		July 5, 2014
Cash flow hedges:
Forward contracts	$	2,954	$	(1,639	)
Interest rate swaps	6,648		(579		)
Net investment hedge:
Forward contract	0		95
Total gain (loss) recognized in other comprehensive income (loss), net of taxes	$	9,602	$	(2,123	)

	For the 26		For the 27
	Weeks Ended		Weeks Ended
	July 4, 2015		July 5, 2014
Cash flow hedges:
Forward contracts	$	15,497	$	(1,987	)
Interest rate swaps	1,941		(1,117		)
Net investment hedge:
Forward contract	0		257
Total gain (loss) recognized in other comprehensive income (loss), net of taxes	$	17,438	$	(2,847	)

The following table illustrates the effective portion of gains and losses on derivative instruments recorded in other comprehensive income (loss), net of taxes during the term of the hedging relationship and reclassified into earnings, and gains and losses on derivatives not designated as hedging instruments recorded directly to earnings during the Second Quarter, Prior Year Quarter, Year To Date Period and Prior Year YTD Period (in thousands):

	Condensed Consolidated
	Statements of Income		For the 13			For the 13
	and Comprehensive	Effect of Derivative	Weeks Ended			Weeks Ended
Derivative Instruments	Income Location	Instruments	July 4, 2015			July 5, 2014
Forward contracts designated as cash flow hedging instruments	Other income (expense)-net	Total gain (loss) reclassified from other comprehensive income (loss)	$	6,921		$	(1,033	)
Forward contracts not designated as hedging instruments	Other income (expense)-net	Total gain (loss) recognized in income	$	(9	)	0
Interest rate swap designated as a cash flow hedging instrument	Interest expense	Total gain (loss) reclassified from other comprehensive income (loss)	$	(404	)	$	(439	)
Interest rate swap designated as a cash flow hedging instrument	Other income (expense)-net	Total gain (loss) reclassified from other comprehensive income (loss)	$	3,331		0

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	Condensed Consolidated
	Statements of Income		For the 26			For the 27
	and Comprehensive	Effect of Derivative	Weeks Ended			Weeks Ended
Derivative Instruments	Income Location	Instruments	July 4, 2015			July 5, 2014
Forward contracts designated as cash flow hedging instruments	Other income (expense)-net	Total gain (loss) reclassified from other comprehensive income (loss)	$	15,129		$	(1,531	)
Forward contracts not designated as hedging instruments	Other income (expense)-net	Total gain (loss) recognized in income	$	80		$	(148	)
Interest rate swap designated as a cash flow hedging instrument	Interest expense	Total gain (loss) reclassified from other comprehensive income (loss)	$	(837	)	$	(904	)
Interest rate swap designated as a cash flow hedging instrument	Other income (expense)-net	Total gain (loss) reclassified from other comprehensive income (loss)	$	3,331		0

The following table discloses the fair value amounts for the Company’s derivative instruments as separate asset and liability values, presents the fair value of derivative instruments on a gross basis, and identifies the line items in the condensed consolidated balance sheets in which the fair value amounts for these categories of derivative instruments are included (in thousands):

Asset Derivatives

Liability Derivatives

July 4, 2015

January 3, 2015

July 4, 2015

January 3, 2015

Condensed

Condensed

Condensed

Condensed

Consolidated

Consolidated

Consolidated

Consolidated

Balance Sheets

Fair

Balance Sheets

Fair

Balance Sheets

Fair

Balance Sheets

Fair

Derivative Instruments

Location

Value

Location

Value

Location

Value

Location

Value

Forward contracts designated as cash flow hedging instruments

Prepaid expenses and other current assets

$

22,887

Prepaid expenses and other current assets

$

25,867

Accrued expenses- other

$

1,021

Accrued expenses- other

$

0

Forward contracts not designated as cash flow hedging instruments

Prepaid expenses and other current assets

123

Prepaid expenses and other current assets

0

Accrued expenses- other

0

Accrued expenses- other

0

Interest rate swap designated as a cash flow hedging instrument

Prepaid expenses and other current assets

0

Prepaid expenses and other current assets

0

Accrued expenses- other

1,991

Accrued expenses- other

2,157

Forward contracts designated as cash flow hedging instruments

Intangible and other assets-net

664

Intangible and other assets-net

1,802

Other long-term liabilities

246

Other long-term liabilities

0

Interest rate swap designated as a cash flow hedging instrument

Intangible and other assets-net

743

Intangible and other assets-net

1,724

Other long-term liabilities

412

Other long-term liabilities

357

Total

$

24,417

$

29,393

$

3,670

$

2,514

At the end of the Second Quarter, the Company had forward contracts with maturities extending through June 2017. As of July 4, 2015, an estimated net gain of $14.3 million is expected to be reclassified into earnings within the next twelve months at prevailing foreign currency exchange rates. See “Note 1—Financial Statement Policies” for additional disclosures on foreign currency hedging instruments.

11. FAIR VALUE MEASUREMENTS

The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

ASC 820, Fair Value Measurement and Disclosures (“ASC 820”), establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

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·Level 1 — Quoted prices in active markets for identical assets or liabilities.

·Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

·Level 3 — Unobservable inputs based on the Company’s assumptions.

ASC 820 requires the use of observable market data if such data is available without undue cost and effort.

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of July 4, 2015 (in thousands):

	Fair Value at July 4, 2015
	Level 1		Level 2		Level 3		Total
Assets:
Forward contracts	$	0	$	23,674	$	0	$	23,674
Deferred compensation plan assets:
Investment in publicly traded mutual funds	2,515		0		0		2,515
Interest rate swaps	0		743		0		743
Total	$	2,515	$	24,417	$	0	$	26,932
Liabilities:
Contingent consideration	$	0	$	0	$	4,929	$	4,929
Forward contracts	0		1,267		0		1,267
Interest rate swaps	0		2,403		0		2,403
Total	$	0	$	3,670	$	4,929	$	8,599

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of January 3, 2015 (in thousands):

	Fair Value at January 3, 2015
	Level 1		Level 2		Level 3		Total
Assets:
Forward contracts	$	0	$	27,669	$	0	$	27,669
Deferred compensation plan assets:
Investment in publicly traded mutual funds	2,477		0		0		2,477
Interest rate swap	0		1,724		0		1,724
Total	$	2,477	$	29,393	$	0	$	31,870
Liabilities:
Contingent consideration	$	0	$	0	$	7,114	$	7,114
Interest rate swap	0		2,514		0		2,514
Total	$	0	$	2,514	$	7,114	$	9,628

The fair values of the Company’s deferred compensation plan assets are based on quoted prices. The deferred compensation plan assets are recorded in intangible and other assets-net in the Company’s condensed consolidated balance sheets. The fair values of the Company’s forward contracts are based on published quotations of spot currency rates and forward points, which are converted into implied forward currency rates. The fair values of the interest rate swap assets and liabilities are determined using valuation models based on market observable inputs, including forward curves, mid market price and volatility levels. See “Note 10—Derivatives and Risk Management” for additional disclosures about the interest rate swaps and forward contracts.

The Company has evaluated its short-term and long-term debt as of July 4, 2015 and January 3, 2015 and believes, based on the interest rates, related terms and maturities, that the carrying amounts of such instruments approximated their fair values. As of July 4, 2015 and January 3, 2015, the carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximated their fair values due to the short-term maturities of these accounts.

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The fair value of the contingent consideration liability related to the acquisition of the Company’s joint venture company, Fossil, S.L. (“Fossil Spain”), was determined using Level 3 inputs. The contingent consideration recorded as of July 4, 2015 is based on Fossil Spain’s earnings for fiscal year 2014 and forecasted earnings for fiscal year 2015. During the Second Quarter, the Company made a 1.9 million euro payment towards the 2014 contingent consideration, leaving a remaining liability of 1.5 million euros (approximately $1.7 million) which will be paid during the remaining part of fiscal year 2015. The contingent consideration for calendar year 2015 will be paid upon the execution of the purchase agreement in 2016. The fair value of the contingent consideration was determined using present value techniques with forecasted future cash flows for Fossil Spain as the significant unobservable input. Future revenue growth based on management’s projections for the 2015 calendar year is approximately 18%. Operating expenses are projected to be approximately 25% of revenues for calendar year 2015. A discount rate of 19% was used to calculate the present value of the contingent consideration. The contingent consideration liability for calendar year 2015 is valued at the maximum annual variable price of 3.5 million euros (approximately $3.9 million). A decrease in future cash flows may result in a lower estimated fair value of the calendar year 2015 contingent consideration liability. Future changes in the estimated fair value of the contingent consideration liability, if any, will be reflected in earnings.

In accordance with the provisions of ASC 360, Property, Plant and Equipment, property, plant and equipment—net with a carrying amount of $6.5 million, as of July 4, 2015, related to retail store leasehold improvements and fixturing was fully impaired, and related key money in the amount of $0.1 million was deemed not recoverable, resulting in an impairment charge of $6.6 million for the Year To Date Period.

The fair values of assets related to the Company-owned retail stores were determined using Level 3 inputs. Of the $6.6 million impairment expense, $3.8 million, $0.8 million and $0.4 million was recorded in SG&A in the Europe, Americas and Asia segments, respectively, and $1.6 million was recorded in restructuring charges in the Americas segment.

12. INTANGIBLE AND OTHER ASSETS

The following table summarizes intangible and other assets (in thousands):

		July 4, 2015				January 3, 2015
	Useful	Gross		Accumulated		Gross		Accumulated
At Fiscal Year End	Lives	Amount		Amortization		Amount		Amortization
Intangibles-subject to amortization:
Trademarks	10 yrs.	$	4,175	$	3,074	$	4,174	$	2,950
Customer lists	5-10 yrs.	44,096		19,211		41,703		17,457
Patents	3-20 yrs.	2,273		2,046		2,273		1,902
Noncompete agreement	6 yrs.	1,823		987		1,855		851
Other	7-20 yrs.	573		465		353		341
Total intangibles-subject to amortization		52,940		25,783		50,358		23,501
Intangibles-not subject to amortization:
Trade names		83,634				83,610
Other assets:
Key money deposits		30,165		19,117		31,892		18,661
Other deposits		22,159				21,854
Deferred compensation plan assets		2,515				2,477
Deferred tax asset-net		7,617				8,583
Restricted cash		529				575
Shop-in-shop		12,655		9,587		16,333		9,660
Interest rate swap		743				1,724
Forward contracts		664				1,802
Other		7,067				6,978
Total other assets		84,114		28,704		92,218		28,321
Total intangible and other assets		$	220,688	$	54,487	$	226,186	$	51,822
Total intangible and other assets-net				$	166,201			$	174,364

Key money is the amount of funds paid to a landlord or tenant to acquire the rights of tenancy under a commercial property lease for a certain property. Key money represents the “right to lease” with an automatic right of renewal. This right can be subsequently sold by the Company or can be recovered should the landlord refuse to allow the automatic right of renewal to be exercised. Key money is amortized over the initial lease term, which ranges from approximately four to 18 years.

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Amortization expense for intangible assets was approximately $1.4 million and $1.3 million for the Second Quarter and Prior Year Quarter, respectively, and $2.5 million and $2.6 million for the Year To Date Period and Prior Year YTD Period, respectively. Estimated aggregate future amortization expense by fiscal year for intangible assets is as follows (in thousands):

Fiscal Year		Amortization Expense
2015 (remaining)	$	2,441
2016	$	4,871
2017	$	4,613
2018	$	4,258
2019	$	4,163
2020	$	3,655

13. COMMITMENTS AND CONTINGENCIES

Litigation. The Company is occasionally subject to litigation or other legal proceedings in the normal course of its business. The Company does not believe that the outcome of any currently pending legal matters, individually or collectively, will have a material effect on the business or financial condition of the Company.

14. DEBT ACTIVITY

On March 9, 2015, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for (i) revolving credit loans in the amount of $1.05 billion (the “Revolving Credit Facility”), with an up to $20.0 million subfacility for swingline loans (the “Swingline Loan”), and an up to $10.0 million subfacility for letters of credit, and (ii) a term loan in the amount of $231.3 million (the “Term Loan”). The Credit Agreement expires and is due and payable on May 17, 2018.

The Company’s obligations under the Credit Agreement are unsecured, and none of the Company’s subsidiaries are guarantors of the Company’s obligations under the Credit Agreement. Upon the occurrence of both (i) the Moody’s Investor Service, Inc. rating of the Company falling below Ba1 and (ii) the Standard & Poor’s Financial Services LLC rating of the Company falling below BB+, the Company’s obligations under the Credit Agreement will be required to be guaranteed by all direct and indirect material domestic subsidiaries of the Company, as provided in a subsidiary guaranty agreement, and secured by 65% of the total outstanding voting capital stock and 100% of the non-voting capital stock of the Company’s material first-tier foreign subsidiaries, pursuant to a pledge agreement. The Credit Agreement refinanced the indebtedness under the Prior Agreement (as defined below) and may be used (i) to finance the acquisition of capital assets, (ii) for ongoing working capital and other general corporate purposes and (iii) to repurchase the Company’s capital stock to the extent permitted under the Credit Agreement.

The Credit Agreement amended and restated that certain credit agreement, dated as of May 17, 2013, as amended, which was scheduled to mature on May 17, 2018 (the “Prior Agreement”). Under the Prior Agreement, the Company incurred approximately $1.6 million and $1.0 million of interest expense during the first quarter of fiscal 2015 related to outstanding revolving credit loans and term loans, respectively, including the impact of the related interest rate swap. As of March 9, 2015, the Company had $555.0 million in aggregate principal amount of revolving credit loans (the “Prior Revolver”) outstanding and $231.3 million in aggregate principal amount of term loans (the “Prior Term Loan”) outstanding under the Prior Agreement, all of which was refinanced on March 9, 2015 with borrowings under the Credit Agreement. No penalties or other early termination fees were incurred in connection with the amendment and restatement of the Prior Agreement.

Amounts outstanding under the Revolving Credit Facility and the Term Loan under the Credit Agreement bear interest, at the Company’s option, at (i) the base rate (defined as the highest of (a) the prime rate publicly announced by Wells Fargo, (b) the federal funds rate plus 0.5% and (c) LIBOR for an interest period of one month plus 1.0%) plus the base rate applicable margin (which varies, based upon the Company’s consolidated total leverage ratio, from 0.25%, if the consolidated total leverage ratio is less than 1.00 to 1.00, to 1.00%, if the consolidated total leverage ratio is greater than or equal to 2.00 to 1.00) or (ii) the LIBOR rate (defined as the quotient obtained by dividing (a) LIBOR by (b) 1.00 minus the Eurodollar reserve percentage) plus the LIBOR rate applicable margin (which varies, based upon the consolidated total leverage ratio, from 1.25%, if the consolidated total leverage ratio is less than 1.00 to 1.00, to 2.00%, if the consolidated total leverage ratio is greater than or equal to 2.00 to 1.00). Amounts outstanding under the Swingline Loan under the Credit Agreement or upon any drawing under a letter of credit bear interest at the base rate plus the applicable margin. Interest based upon the base rate is payable quarterly in arrears. Interest based upon the LIBOR rate is payable on the last day of the applicable interest period.

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Financial covenants governing the Credit Agreement require the Company to maintain (i) a consolidated total leverage ratio no greater than 2.50 to 1.00 and (ii) a consolidated interest coverage ratio no less than 3.50 to 1.00. The Credit Agreement contains representations, warranties, covenants, events of default and indemnities that are customary for agreements of this type.

The Company is required to pay a commitment fee on the unused amounts of the commitments under the Revolving Credit Facility under the Credit Agreement, payable quarterly in arrears, ranging from 0.20% to 0.35%, based on the consolidated total leverage ratio. In connection with any letter of credit, the Company is required to pay (i) a letter of credit commission, payable quarterly in arrears, in an amount equal to the daily amount available to be drawn under such letter of credit multiplied by the applicable margin with respect to revolving credit loans that are LIBOR rate loans, (ii) a fronting fee, payable quarterly in arrears, as set forth in the applicable letter of credit application or as otherwise separately agreed by the Company and the issuing lender and (iii) normal and customary costs and expenses incurred or charged by the issuing lender in issuing, effecting payment under, amending or otherwise administering the letter of credit.

Loans under the Credit Agreement may be prepaid, in whole or in part, at the option of the Company, in minimum principal amounts of (i) $2.0 million or increments of $1.0 million in excess thereof, with respect to a base rate loan under the Revolving Credit Facility, (ii) $5.0 million or increments of $1.0 million in excess thereof, with respect to a LIBOR rate loan under the Revolving Credit Facility, (iii) $5.0 million or increments of $1.0 million in excess thereof, with respect to the Term Loan and (iv) $0.1 million or increments of $0.1 million in excess thereof, with respect to a Swingline Loan. Loans under the Credit Agreement must be repaid with the net cash proceeds of certain asset sales or insurance and condemnation events. The Company may permanently reduce the revolving credit commitment at any time, in whole or in part, without premium or penalty, in a minimum aggregate principal amount of not less than $3.0 million or increments of $1.0 million in excess thereof.

The repayment obligation under the Credit Agreement can be accelerated upon the occurrence of an event of default, including the failure to pay principal or interest, a material inaccuracy of a representation or warranty, violation of covenants, cross-default, change in control, bankruptcy events, failure of a loan document provision, certain ERISA events and material judgments.

The Company made net principal payments of $3.1 million under the Term Loan during the Second Quarter and $6.3 million in the aggregate under the Term Loan and Prior Term Loan during the Year To Date Period. The Company had net borrowings of $51.7 million under the Revolving Credit Facility during the Second Quarter and $69.7 million in the aggregate under the Revolving Credit Facility and Prior Revolver during the Year To Date Period. Borrowings were primarily used to fund stock repurchases, capital expenditures and normal operating expenses. As of July 4, 2015, the Company had $225.0 million and $458.7 million outstanding under the Term Loan and the Revolving Credit Facility, respectively. Amounts available under the Revolving Credit Facility are reduced by any amounts outstanding under standby letters of credit. As of July 4, 2015, the Company had available borrowing capacity of approximately $590.4 million under the Revolving Credit Facility, which was favorably impacted by a $400.0 million international cash balance. The Company incurred approximately $1.5 million and $2.0 million of interest expense related to the Term Loan during the Second Quarter and Year To Date Period, respectively, including the impact of the related interest rate swap. The Company incurred approximately $2.8 million and $3.5 million of interest expense related to the Revolving Credit Facility during the Second Quarter and Year To Date Period, respectively. The Company was in compliance with all covenants in the Term Loan and Revolving Credit Facility as of July 4, 2015.

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15. RESTRUCTURING

The Company implemented a restructuring program in the first quarter of fiscal year 2015 to optimize its operating structure and store locations.  The costs associated with this plan include various charges, including severance and other employment related costs, professional services and costs related to store closures. The following tables show a rollforward of the liability incurred for the Company’s restructuring plan (in thousands):

	For the 13 Weeks ended July 4, 2015
	Organizational Realignment			Retail Profitability			Total
Balance at April 4, 2015	$	3,075		$	0		$	3,075
Charges to expense (1)	4,586			1,885			6,471
Cash payments	(3,763		)	0			(3,763		)
Non-cash items	0			(1,885		)	(1,885		)
Balance at July 4, 2015	$	3,898		$	0		$	3,898

	For the 26 Weeks ended July 4, 2015
	Organizational Realignment			Retail Profitability			Total
Balance at January 3, 2015	$	0		$	0		$	0
Charges to expense (1)	12,317			6,242			18,559
Cash payments	(8,419		)	(3,861		)	(12,280		)
Non-cash items	0			(2,381		)	(2,381		)
Balance at July 4, 2015	$	3,898		$	0		$	3,898

(1) Charges to expense include changes in estimates

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of the financial condition and results of operations of Fossil Group, Inc. and its subsidiaries for the thirteen and twenty-six week periods ended July 4, 2015 (the “Second Quarter” and “Year To Date Period,” respectively) as compared to the thirteen and twenty-seven week periods ended July 5, 2014 (the “Prior Year Quarter” and “Prior Year YTD Period,” respectively). The Company’s fiscal year periodically results in a 53-week year instead of a normal 52-week year. The prior fiscal year ended January 3, 2015 was a 53-week year, with the additional week included in the first quarter of the fiscal year. Accordingly, the information presented herein includes twenty-six weeks of operations for the Year To Date Period as compared to twenty-seven weeks included in the Prior Year YTD Period. This discussion should be read in conjunction with the condensed consolidated financial statements and the related notes thereto.

General

We are a global design, marketing and distribution company that specializes in consumer fashion accessories. Our principal offerings include an extensive line of men’s and women’s fashion watches and jewelry, handbags, small leather goods, belts, sunglasses, soft accessories and select apparel. In the watch and jewelry product categories, we have a diverse portfolio of globally recognized owned and licensed brand names under which our products are marketed. Our products are distributed globally through various distribution channels, including wholesale in countries where we have a physical presence, direct to the consumer through our retail stores and commercial websites and through third party distributors in countries where we do not maintain a physical presence. Our products are offered at varying price points to meet the needs of our customers, whether they are value conscious or luxury oriented. Based on our extensive range of accessory products, brands, distribution channels and price points, we are able to target style conscious consumers across a wide age spectrum on a global basis.

Domestically, we sell our products through a diversified distribution network that includes department stores, specialty retail locations, specialty watch and jewelry stores, Company-owned retail and outlet stores, mass market stores and through our FOSSIL® website. Our wholesale customer base includes, among others, Dillard’s, JCPenney, Kohl’s, Macy’s, Neiman Marcus, Nordstrom, Saks Fifth Avenue, Target and Wal-Mart. In the United States, our network of Company-owned stores included 110 retail stores located in premier retail sites and 133 outlet stores located in major outlet malls as of July 4, 2015. In addition, we offer an extensive collection of our FOSSIL brand products on our website, www.fossil.com, as well as proprietary and licensed watch and jewelry brands through other managed and affiliate websites.

Internationally, our products are sold to department stores, specialty retail stores and specialty watch and jewelry stores in approximately 150 countries worldwide through 26 Company-owned foreign sales subsidiaries and through a network of approximately 75 independent distributors. Our products are offered on airlines and cruise ships and in international Company-owned retail stores. Internationally, our network of Company-owned stores included 245 retail stores and 120 outlet stores in select international markets as of July 4, 2015. Our products are also sold through licensed and franchised FOSSIL retail stores, retail concessions operated by us and kiosks in certain international markets, as well as our websites in certain countries.

Our business is subject to economic cycles and consumer spending conditions. Purchases of discretionary fashion accessories, such as our watches, handbags, jewelry and other products, tend to decline during recessionary periods when disposable income is lower and consumers are hesitant to use available credit. If economic conditions worsen, or if the global or regional economies slip back into a recession, our revenues and earnings could be negatively impacted.

Our business is also subject to the risks inherent in global sourcing of supply. Certain key components in our products come from limited sources of supply, which exposes us to potential supply shortages that could disrupt the manufacture and sale of our products. Any interruption or delay in the supply of key components could significantly harm our ability to meet scheduled product deliveries to our customers and cause us to lose sales. Interruptions or delays in supply may be caused by a number of factors that are outside of our and our contract manufacturers’ control, such as natural disasters like the earthquake and tsunami in Japan in early fiscal year 2011.

Future sales and earnings growth are also contingent upon our ability to anticipate and respond to changing fashion trends and consumer preferences in a timely manner while continuing to develop innovative products in the respective markets in which we compete. As is typical with new products, market acceptance of new designs and products that we may introduce is subject to uncertainty. In addition, we generally make decisions regarding product designs several months in advance of the time when consumer acceptance can be measured. We believe our historical sales growth is the result of our ability to design innovative watch products that not only differentiate us from our competition but also continue to provide a solid value proposition to consumers across all of our brands.

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The majority of our products are sold at price points ranging from $85 to $600. We believe that the price/value relationship and the differentiation and innovation of our products, in comparison to those of our competitors, will allow us to maintain or grow our market share in those markets in which we compete. Historically, during recessionary periods, the strength of our balance sheet, our strong operating cash flow and the relative size of our business with our wholesale customers, in comparison to that of our competitors, have allowed us to weather recessionary periods for longer periods of time and generally resulted in market share gains to us.

Our international operations are subject to many risks, including foreign currency fluctuations and risks related to the global economy. Generally, a strengthening of the U.S. dollar against currencies of other countries in which we operate will reduce the translated amounts of sales and operating expenses of our subsidiaries, which results in a reduction of our consolidated operating income. We manage these currency risks by using derivative instruments. The primary risks managed by using derivative instruments are the future payments by non-U.S. dollar functional currency subsidiaries of intercompany inventory transactions denominated in U.S. dollars. We enter into foreign exchange forward contracts to manage fluctuations in global currencies that will ultimately be used to settle such U.S. dollar denominated inventory purchases.

For a more complete discussion of the risks facing our business, see “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended January 3, 2015.

Results of Operations

Executive Summary. During the Second Quarter, net sales decreased 4% (increased 2% in constant currency), as compared to the Prior Year Quarter. On a constant currency basis, sales growth included modest increases in the Americas, Europe and Asia as well as growth in our owned FOSSIL and SKAGEN® lifestyle brands, which we believe are early indicators that our demand creation initiatives are working. During the Second Quarter, sales of our FOSSIL branded products decreased 2% (increased 6% in constant currency), and our SKAGEN branded products increased 10% (21% in constant currency), while our multi-brand global watch portfolio decreased 6% (flat in constant currency). On a constant currency basis, FOSSIL brand sales expanded across all regions during the Second Quarter with solid growth in watches and leathers, partially offset by a decrease in jewelry products as compared to the Prior Year Quarter. SKAGEN brand sales delivered double-digit growth across each region led by watches on a constant currency basis, and we also saw positive responses to the leathers and jewelry lines. During the Second Quarter, our multi-brand global watch portfolio sales in constant currency were flat to the Prior Year Quarter as increases in the Americas were offset by decreases in Europe and Asia. We believe Europe and Asia represent a significant opportunity to gain market share given we are underpenetrated in many markets around the world. Global comparable store sales increased 2.4% in our owned retail stores. Positive comparable store sales results in the Americas and Europe were partially offset by a decline in Asia. From a product category perspective, comparable store sales gains in watches and leathers were partially offset by a decline in jewelry.

During the Second Quarter, gross profit decreased and the gross margin rate contracted as compared to the Prior Year Quarter primarily driven by changes in foreign currencies. Excluding the impacts of currency, the gross margin rate expanded mainly due to the favorable impacts of our pricing initiatives which more than offset the impact of continued outlet promotions. Our operating margin contracted during the Second Quarter primarily as a result of the unfavorable impact of currencies.

During the Second Quarter, we invested $103 million to repurchase 1.3 million shares of our common stock. Our financial performance, including the unfavorable impacts of currencies combined with our repurchase activity, resulted in earnings of $1.12 per diluted share.

Quarterly Periods Ended July 4, 2015 and July 5, 2014

Consolidated Net Sales. Net sales decreased $33.8 million or 4.4% (increased 2% in constant currency), for the Second Quarter as compared to the Prior Year Quarter. Global watch sales decreased $35.4 million or 5.8% (flat in constant currency), while our leathers product category contributed favorably to the Second Quarter net sales, increasing $2.1 million or 2.4% (9% in constant currency). Our jewelry category declined $0.4 million or 0.7% (increased 11% in constant currency), during the Second Quarter as compared to the Prior Year Quarter as a result of a strong performance in licensed jewelry, offset by a decrease in FOSSIL branded products.

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Net sales information by product category is summarized as follows (dollars in millions):

	For the 13 Weeks Ended				For the 13 Weeks Ended
	July 4, 2015				July 5, 2014				Growth (Decline)
			Percentage				Percentage
	Net Sales		of Total		Net Sales		of Total		Dollars			Percentage
Watches	$	575.8	77.8	%	$	611.2	79.0	%	$	(35.4	)	(5.8	)%
Leathers	89.4		12.1		87.3		11.3		2.1			2.4
Jewelry	55.8		7.5		56.2		7.2		(0.4		)	(0.7	)
Other	19.0		2.6		19.1		2.5		(0.1		)	(0.5	)
Total	$	740.0	100.0	%	$	773.8	100.0	%	$	(33.8	)	(4.4	)%

As a multinational enterprise, we are exposed to changes in foreign currency exchange rates. The translation of the operations of our foreign-based entities from their local currencies into U.S. dollars is sensitive to changes in foreign currency exchange rates. In general, our overall financial results are affected positively by a weaker U.S. dollar and are affected negatively by a stronger U.S. dollar as compared to the foreign currencies in which we conduct our business. In the Second Quarter, the translation of foreign-based net sales into U.S. dollars decreased reported net sales by approximately $50.9 million, including unfavorable impacts of $35.1 million, $9.9 million and $5.9 million in our Europe, Asia and Americas segments, respectively.

The following table sets forth consolidated net sales by segment (dollars in millions):

	For the 13 Weeks Ended				For the 13 Weeks Ended
	July 4, 2015				July 5, 2014				Growth (Decline)
	Net Sales		Percentage of Total		Net Sales		Percentage of Total		Dollars			Percentage
Americas	$	386.1	52.2	%	$	380.7	49.2	%	$	5.4		1.4	%
Europe	227.9		30.8		259.0		33.5		(31.1		)	(12.0	)
Asia	126.0		17.0		134.1		17.3		(8.1		)	(6.0	)
Total	$	740.0	100.0	%	$	773.8	100.0	%	$	(33.8	)	(4.4	)%

Americas Net Sales. Americas net sales increased $5.4 million or 1.4% (3% in constant currency), during the Second Quarter in comparison to the Prior Year Quarter. The sales increase in the region was primarily driven by our retail channel. Comparable store sales increased modestly in our owned retail stores, driven by improved conversion resulting from compelling promotions in the outlet channel as traffic continued to decline. Wholesale sales were flat on a constant currency basis, as international increases offset declines in the U.S. where the department store channel continues to be challenging. During the Second Quarter, our leathers category increased $3.3 million or 5.8% (7% in constant currency) and our jewelry business increased $2.6 million or 14.5% (17% in constant currency), while our multi-brand watch portfolio decreased $0.1 million and was flat on a percentage basis (increased 1% in constant currency). Additionally, during the Second Quarter, the Americas region continued to benefit from the addition of newer licensed brands to our portfolio.

Europe Net Sales. Europe net sales decreased $31.1 million or 12.0% (increased 2% in constant currency), with France driving the slight increase in constant currency. In the Second Quarter, sales in Germany were roughly flat to the Prior Year Quarter, and the United Kingdom declined partially attributable to a strong performance in the Prior Year Quarter when orders were shipped early, ahead of a warehouse transition. Sales in Italy also declined during the Second Quarter. From a product category perspective, sales performance was led by (i) a $26.3 million or 13.4% decrease (1% in constant currency), in our multi-brand watch portfolio, (ii) a $3.0 million or 8.2% decrease (8% increase in constant currency), in jewelry and (iii) a $2.1 million or 11.4% decrease (5% increase in constant currency), in leather products, during the Second Quarter as compared to the Prior Year Quarter. In the Europe segment, the constant currency increase was driven by our retail channel, where comparable store sales increased slightly in our owned retail stores with the strongest performance in the outlet channel.

Asia Net Sales. Net sales in Asia decreased $8.1 million or 6.0% (increased 1% in constant currency). In constant currency, India, Japan and Australia were the strongest performing markets and were partially offset by continued weakness in South Korea. Our watch and jewelry categories decreased $9.0 million or 7.7% (1% in constant currency) and $0.1 million or 3.8% (increased 6% in constant currency), respectively, while our leathers business increased $0.9 million or 7.1% (19% in constant currency) during the Second Quarter as compared to the Prior Year Quarter. Comparable store sales in the region decreased modestly in our owned retail stores with the strongest performance in the outlet channel. Comparable concession sales also decreased in the region during the Second Quarter.

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The following table sets forth the number of stores by concept on the dates indicated below:

	July 4, 2015				July 5, 2014
	Americas	Europe	Asia	Total	Americas	Europe	Asia	Total
Full price accessory	138	126	63	327	148	114	51	313
Outlets	145	66	42	253	129	49	35	213
Full priced multi-brand	1	5	22	28	6	6	20	32
Total stores	284	197	127	608	283	169	106	558

During the Second Quarter, we opened eight new stores and closed fourteen stores. For the remainder of fiscal year 2015, we anticipate opening approximately 34 additional retail stores and closing approximately 19 retail stores globally.

A store is included in comparable store sales in the thirteenth month of operation. Stores that experience a gross square footage increase of 10% or more due to an expansion and/or relocation are removed from the comparable store sales base, but are included in total sales. These stores are returned to the comparable store sales base in the thirteenth month following the expansion and/or relocation.

Gross Profit. Gross profit of $409.5 million in the Second Quarter decreased 7.9% in comparison to $444.6 million in the Prior Year Quarter as a result of decreased sales and gross profit margin contraction. Gross profit margin decreased 220 basis points to 55.3% in the Second Quarter compared to 57.5% in the Prior Year Quarter primarily driven by changes in foreign currencies. Excluding the impacts of currency, gross profit margin expansion was driven primarily by our pricing initiatives, which more than offset the impact of continued outlet promotions.

Operating Expenses. Total operating expenses in the Second Quarter decreased by $20.8 million and, as a percentage of net sales, decreased to 45.8% as compared to 46.5% in the Prior Year Quarter. The translation of foreign-denominated expenses in the Second Quarter decreased operating expenses by approximately $25.4 million as a result of the stronger U.S. dollar. Restructuring costs of $6.5 million and the impact of fiscal 2014 store investments that had yet to anniversary were offset by the favorable impact of changes in foreign currencies, lower infrastructure spending and reduced marketing and customer engagement costs mainly due to a timing shift, including an earlier Baselworld in fiscal 2015.

Consolidated Operating Income. Operating income decreased by $14.3 million, or 17.0%, in the Second Quarter compared to the Prior Year Quarter as the impact of the comparable sales increase on a constant currency basis was more than offset by the unfavorable impact of currencies. As a percentage of net sales, operating margin decreased to 9.5% in the Second Quarter compared to 11.0% of net sales in the Prior Year Quarter, driven primarily by an approximate 290 basis point unfavorable impact from changes in foreign currencies.

Sales and gross margins were negatively impacted by currencies in all regional segments. On a constant currency basis, sales grew modestly across all geographies and gross profit margin in Europe expanded, while gross profit margin in the Americas and Asia contracted. Gross profit margin in all regions was negatively impacted by continued outlet promotions, offset by a favorable impact from our pricing initiatives. The gross profit margin in the Americas was also negatively impacted by an increased mix of sales in the off-price channel, while Asia and Europe were unfavorably impacted by an increased mix of outlet store sales. Operating expenses decreased in all regions largely due to the favorable impact of foreign currency changes partially offset by store and concession investments made in fiscal 2014 that had yet to anniversary and restructuring charges. Additionally, Europe and Asia expenses were favorably impacted by lower marketing and customer engagement costs largely due to a timing shift. Corporate operating expenses in the Second Quarter were flat in comparison to the Prior Year Quarter as restructuring charges were offset by decreased compensation costs.

During the Second Quarter, translation of foreign-based sales and expenses into U.S. dollars decreased operating income by approximately $27.6 million. Operating income by segment is summarized as follows (dollars in millions):

	For the 13			For the 13
	Weeks Ended			Weeks Ended			Growth (Decline)					Operating Margin %
	July 4, 2015			July 5, 2014			Dollars			Percentage		2015		2014
Americas	$	86.0		$	88.8		$	(2.8	)	(3.2	)%	22.3	%	23.3	%
Europe	41.8			46.8			(5.0		)	(10.7	)	18.3		18.1
Asia	20.6			27.2			(6.6		)	(24.3	)	16.3		20.3
Corporate	(78.0		)	(78.0		)	—			0.0
Total operating income	$	70.4		$	84.8		$	(14.4	)	(17.0	)%	9.5	%	11.0	%

Interest Expense. Interest expense increased by $1.1 million during the Second Quarter as a result of increased debt levels in comparison to the Prior Year Quarter.

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Other Income (Expense)-Net. During the Second Quarter, other income (expense)-net increased by $15.4 million to $14.3 million in comparison to the Prior Year Quarter. This increase was primarily driven by net foreign currency gains resulting from mark-to-market hedging and other transactional activities as compared to net losses in the Prior Year Quarter and a $5.2 million gain related to an interest rate hedge settlement.

Provision for Income Taxes. Income tax expense for the Second Quarter was $22.9 million, resulting in an effective income tax rate of 28.7%. For the Prior Year Quarter, income tax expense was $24.9 million, resulting in an effective income tax rate of 31.2%. The lower effective tax rate in the Second Quarter as compared to the Prior Year Quarter was primarily attributable to the recognition of income tax benefits due to the settlement of audits.

Net Income Attributable to Fossil Group, Inc. Second Quarter net income attributable to Fossil Group, Inc. increased by 4.1% to $54.6 million, or $1.12 per diluted share, in comparison to $52.5 million, or $0.98 per diluted share, in the Prior Year Quarter. Diluted earnings per share in the Second Quarter included a $0.30 per diluted share decrease related to foreign currency changes. Excluding currency impacts, diluted earnings per share included a $0.10 per diluted share decrease related to restructuring charges, offset by constant currency sales growth, a reduction in average shares outstanding and a $0.09 per diluted share increase resulting from non-operating gains. The non-operating gains increase consisted of a $0.04 per diluted share increase associated with lower taxes driven by favorable results from prior year tax audits completed during the Second Quarter and a net $0.05 per diluted share increase related to financing activities.

Fiscal Year To Date Periods Ended July 4, 2015 and July 5, 2014

Consolidated Net Sales. Net sales decreased $85.3 million or 5.5% (increased 4% in constant currency and comparable calendar), for the Year To Date Period as compared to the Prior Year YTD Period, which included an extra week as fiscal 2014 was a 53-week year compared to a 52-week year for fiscal 2015. Global watch sales decreased $84.9 million or 7.0% (increased 2% in constant currency and comparable calendar). Our jewelry product category contributed favorably to the Year To Date Period net sales, increasing $6.1 million or 5.4% (20% in constant currency and comparable calendar), as a result of a strong performance in licensed jewelry, partially offset by a decrease in FOSSIL branded products. Our leathers category declined $4.8 million or 2.6% (increased 6% in constant currency and comparable calendar), during the Year To Date Period as compared to the Prior Year YTD Period. Global comparable store sales increased 2.1% in our owned retail stores normalized for the 53-week calendar. Positive comparable store sales results in the Americas and Europe were partially offset by a decline in Asia. From a product category perspective, comparable sales gains in watches and leathers were partially offset by a decline in jewelry.

Net sales information by product category is summarized as follows (dollars in millions):

	For the 26 Weeks Ended				For the 27 Weeks Ended
	July 4, 2015				July 5, 2014				Growth (Decline)
			Percentage				Percentage
	Net Sales		of Total		Net Sales		of Total		Dollars			Percentage
Watches	$	1,127.7	77.0	%	$	1,212.6	78.2	%	$	(84.9	)	(7.0	)%
Leathers	182.3		12.4		187.1		12.1		(4.8		)	(2.6	)
Jewelry	118.8		8.1		112.7		7.3		6.1			5.4
Other	36.3		2.5		38.0		2.4		(1.7		)	(4.5	)
Total	$	1,465.1	100.0	%	$	1,550.4	100.0	%	$	(85.3	)	(5.5	)%

In the Year To Date Period, the translation of foreign-based net sales into U.S. dollars decreased reported net sales by approximately $96.1 million, including unfavorable impacts of $68.9 million, $17.1 million and $10.1 million in our Europe, Asia and Americas segments, respectively.

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The following table sets forth consolidated net sales by segment (dollars in millions):

	For the 26 Weeks Ended				For the 27 Weeks Ended
	July 4, 2015				July 5, 2014				Growth (Decline)
	Net Sales		Percentage of Total		Net Sales		Percentage of Total		Dollars			Percentage
Americas	$	752.7	51.4	%	$	763.4	49.2	%	$	(10.7	)	(1.4	)%
Europe	462.2		31.5		519.3		33.5		(57.1		)	(11.0	)
Asia	250.2		17.1		267.7		17.3		(17.5		)	(6.5	)
Total	$	1,465.1	100.0	%	$	1,550.4	100.0	%	$	(85.3	)	(5.5	)%

Americas Net Sales. For the Year To Date Period, Americas net sales decreased $10.7 million or 1.4% (increased 3% in constant currency and comparable calendar), compared to the Prior Year YTD Period. Sales performance in the Year To Date Period was principally driven by sales declines in watches of $21.1 million or 3.6% (increased 1% in constant currency and comparable calendar). This sales decrease was partially offset by increases in jewelry and leathers of $10.8 million or 30.9% (37% in constant currency and comparable calendar) and $0.4 million or 0.4% (4% in constant currency and comparable calendar), respectively. Comparable store sales increased modestly in our owned retail stores during the Year To Date Period.

Europe Net Sales. Europe net sales decreased $57.1 million or 11.0% (increased 5% in constant currency and comparable calendar), for the Year To Date Period as compared to the Prior Year YTD Period. The sales performance was led by a $45.7 million or 11.7% decrease in watch sales (4% increase in constant currency and comparable calendar). Our leathers and jewelry categories also declined $6.3 million or 15.4% (increased 4% in constant currency and comparable calendar) and $4.5 million or 6.1% (increased 13% in constant currency and comparable calendar), respectively. Comparable store sales increased slightly in our owned retail stores during the Year To Date Period.

Asia Net Sales. For the Year To Date Period as compared to the Prior Year YTD Period, Asia net sales decreased $17.5 million or 6.5% (increased 3% in constant currency and comparable calendar), principally as a result of an $18.1 million or 7.8% decrease (1% increase in constant currency and comparable calendar), in watches, partially offset by a $1.1 million or 4.2% increase (18% in constant currency and comparable calendar), in leathers products. Comparable store sales in the region decreased modestly in our owned retail stores with the strongest performance in the outlet channel. Comparable concession sales also decreased in the region during the Year To Date Period.

Constant Currency and Comparable Calendar Financial Information. The following table presents our business segment and product net sales on a constant currency and comparable calendar basis. To calculate net sales on a constant currency basis, net sales for the Year To Date Period for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average rates during the Prior Year YTD Period. To calculate net sales on a comparable calendar basis, we have estimated the impact on net sales of the extra week in the Prior Year YTD Period.

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Our presentations of net sales on a constant currency and comparable calendar basis are non-GAAP financial measures. We present net sales on a constant currency and comparable calendar basis because we believe that such information is useful to certain investors as a measure of our results of operations year-over-year without the effects of foreign currency fluctuations and the extra week in the Prior Year YTD Period.

	Net Sales							Net Sales
	For the 26 Weeks Ended							For the 27 Weeks Ended
	July 4, 2015							July 5, 2014
			Impact of							Estimated		Estimated
	As		Foreign Currency			Constant		As		Impact of		Comparable
(in millions)	Reported		Exchange Rates			Currency		Reported		Extra Week		Calendar
Watches	$	1,127.7	$	(70.5	)	$	1,198.2	$	1,212.6	$	34.5	$	1,178.1
Leathers	182.3		(10.3		)	192.6		187.1		5.8		181.3
Jewelry	118.8		(12.6		)	131.4		112.7		3.2		109.5
Other	36.3		(2.7		)	39.0		38.0		1.1		36.9
Total net sales	$	1,465.1	$	(96.1	)	$	1,561.2	$	1,550.4	$	44.6	$	1,505.8
	Net Sales							Net Sales
	For the 26 Weeks Ended							For the 27 Weeks Ended
	July 4, 2015							July 5, 2014
			Impact of							Estimated		Estimated
	As		Foreign Currency			Constant		As		Impact of		Comparable
(in millions)	Reported		Exchange Rates			Currency		Reported		Extra Week		Calendar
Americas	$	752.7	$	(10.1	)	$	762.8	$	763.4	$	21.8	$	741.6
Europe	462.2		(68.9		)	531.1		519.3		15.1		504.2
Asia	250.2		(17.1		)	267.3		267.7		7.7		260.0
Total net sales	$	1,465.1	$	(96.1	)	$	1,561.2	$	1,550.4	$	44.6	$	1,505.8

Gross Profit. For the Year To Date Period, gross profit margin decreased 200 basis points to 55.3% compared to 57.3% in the Prior Year YTD Period. The decreased gross profit margin was primarily driven by the same factors impacting the Second Quarter.

Operating Expenses. For the Year To Date Period, operating expenses as a percentage of net sales increased to 46.7% compared to 45.0% in the Prior Year YTD Period and included a $49.4 million favorable impact from the translation of foreign-based expenses into U.S. dollars. On a constant currency basis, operating expenses for the Year To Date Period increased by $34.6 million primarily as a result of the impact of fiscal 2014 store investments that had yet to anniversary, restructuring charges and increased marketing and brand building expenses, partially offset by the additional week of operations included in the Prior Year YTD Period.

Consolidated Operating Income. Operating income decreased by $62.9 million, or 33.2%, in the Year To Date Period as compared to the Prior Year YTD Period as the impact of the comparable sales increase on a constant currency and comparable calendar basis was more than offset by the unfavorable impact of currencies, restructuring charges and the impact of the fiscal 2014 store investments that had yet to anniversary. As a percentage of net sales, operating income decreased to 8.6% in the Year To Date Period as compared to 12.2% in the Prior Year YTD Period and included a 230 basis point unfavorable impact from changes in foreign currencies.

Sales and gross margins were negatively impacted by currencies in all regional segments. On a constant currency and comparable calendar basis, sales grew in each regional segment and gross margins expanded modestly in Europe while contracting in the Americas and Asia, primarily as a result of the same factors impacting the Second Quarter. Operating expenses deleveraged in all regions largely due to store and concession investments made in fiscal 2014 that had yet to anniversary and restructuring costs. Additionally, Europe expenses included increased compensation and back office expenses and the Americas included increased marketing and customer engagement costs. Corporate operating expenses in the Year To Date Period increased slightly compared to the Prior Year YTD Period, as restructuring costs were offset by decreased compensation and back office expenses.

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During the Year To Date Period, the translation of foreign-based sales and expenses into U.S. dollars decreased operating income by approximately $43.7 million. Operating income by segment is summarized as follows (dollars in millions):

	For the 26			For the 27
	Weeks Ended			Weeks Ended			Growth (Decline)					Operating Margin %
	July 4, 2015			July 5, 2014			Dollars			Percentage		2015		2014
Americas	$	162.5		$	187.9		$	(25.4	)	(13.5	)%	21.6	%	24.6	%
Europe	79.1			99.3			(20.2		)	(20.3	)	17.1		19.1
Asia	41.1			58.1			(17.0		)	(29.3	)	16.4		21.7
Corporate	(156.1		)	(155.8		)	(0.3		)	(0.2	)
Total operating income	$	126.6		$	189.5		$	(62.9	)	(33.2	)%	8.6	%	12.2	%

Interest Expense. Interest expense increased by $1.6 million during the Year To Date Period as a result of increased debt levels in comparison to the Prior Year YTD Period.

Other Income (Expense)-Net. During the Year To Date Period, other income (expense)-net increased by $22.9 million to $21.5 million in comparison to the Prior Year YTD Period. This increase was primarily driven by net foreign currency gains resulting from mark-to-market hedging and other transactional activities as compared to net losses in the Prior Year YTD Period and a $5.2 million gain related to an interest rate hedge settlement.

Provision for Income Taxes. Income tax expense for the Year To Date Period was $41.4 million, resulting in an effective income tax rate of 29.8%. For the Prior Year YTD Period, income tax expense was $56.4 million, resulting in an effective income tax rate of 31.2%. The lower effective tax rate in the Year To Date Period as compared to the Prior Year YTD Period was primarily attributable to the recognition of income tax benefits due to the settlement of audits.

Net Income Attributable to Fossil Group, Inc. Year To Date Period net income attributable to Fossil Group, Inc. decreased by 22.0% to $92.7 million, or $1.87 per diluted share, in comparison to $118.9 million, or $2.20 per diluted share, in the Prior Year YTD Period. Diluted earnings per share in the Year To Date Period included a $0.43 per diluted share decrease related to foreign currency changes.  Excluding currency impacts, diluted earnings per share included a $0.27 per diluted share decrease related to restructuring charges, offset by constant currency sales growth, a reduction in average shares outstanding and a $0.09 per diluted share increase resulting from non-operating gains. The non-operating gains consisted of a $0.05 per diluted share increase associated with lower taxes driven by favorable results from prior year tax audits completed during the Second Quarter and a net $0.04 per diluted share increase related to financing activities.

Liquidity and Capital Resources

Historically, our business operations have not required substantial cash during the first several months of our fiscal year. Generally, starting in the third quarter, our cash needs begin to increase, typically reaching a peak in the September-November time frame as we increase inventory levels in advance of the holiday season. Our quarterly cash requirements are also impacted by the number of new stores we open, other capital expenditures and strategic investments such as acquisitions and stock repurchases. Our cash and cash equivalents balance at the end of the Second Quarter was $249.9 million, including $245.0 million held in banks outside the U.S., in comparison to cash and cash equivalents of $272.6 million at the end of the Prior Year Quarter and $276.3 million at the end of fiscal year 2014. We believe cash from operating activities as well as amounts available under our U.S. credit facilities are sufficient to meet our cash needs in the U.S. for the next 12 months.

For the Year To Date Period, we generated operating cash flow of $162.5 million. This operating cash flow combined with cash on hand and $63.0 million in net borrowings on our credit facilities was utilized to fund $218.7 million of common stock repurchases and $32.5 million of capital expenditures. Cash flows provided by operations were largely attributable to $97.5 million in net income, in addition to $58.2 million of net non-cash items and a $6.8 million net increase in working capital items including a $184.0 million reduction in accounts receivable.

Accounts receivable, net of allowances, decreased by 16.4% to $254.5 million at the end of the Second Quarter compared to $304.6 million at the end of the Prior Year Quarter, primarily as a result of increased collection efforts. Days sales outstanding for our wholesale businesses for the Second Quarter decreased to 41 days, compared to 46 days in the Prior Year Quarter.

Inventory at the end of the Second Quarter was $669.3 million, representing an increase of 0.8% from the Prior Year Quarter inventory balance of $664.2 million.

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The following tables reflect our common stock repurchase activity under our repurchase programs for the periods indicated (in millions):

				For the 13 Weeks Ended			For the 13 Weeks Ended
				July 4, 2015			July 5, 2014
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	1.3	$	102.5	0.0	$	0.0
2012	$	1,000.0	December 2016 (1)	0.0	$	0.0	0.6	$	67.3
2010	$	30.0	None	0.0	$	0.0	0.0	$	0.0
				For the 26 Weeks Ended			For the 27 Weeks Ended
				July 4, 2015			July 5, 2014
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	2.2	$	188.2	0.0	$	0.0
2012	$	1,000.0	December 2016 (1)	0.3	$	28.8	1.6	$	184.6
2010	$	30.0	None	0.0	$	0.0	0.0	$	0.0

(1)In the first quarter of fiscal year 2015, we completed this repurchase plan.

We effectively retired 2.5 million shares of common stock repurchased under our repurchase plans during the Year To Date Period. We account for the retirements by allocating the repurchase price, which is based upon the equity contribution associated with historical issuances, to common stock, additional paid-in capital and retained earnings. The effective retirement of common stock repurchased during the Year To Date Period decreased common stock by approximately $25,500, additional paid-in capital by $0.6 million, retained earnings by $216.4 million and treasury stock by $217.0 million. We effectively retired 1.6 million shares of our common stock during the Prior Year YTD Period that was repurchased under our repurchase programs. The effective retirement of common stock repurchased during the Prior Year YTD Period decreased common stock by approximately $16,300, additional paid-in capital by $1.5 million, retained earnings by $183.1 million and treasury stock by $184.6 million. At January 3, 2015 and July 4, 2015, all treasury stock had been effectively retired. As of July 4, 2015, we had a total of $841.7 million of repurchase authorizations remaining under our combined repurchase programs.

At the end of the Second Quarter, we had working capital of $984.4 million compared to working capital of $976.3 million at the end of the Prior Year Quarter. Additionally, at the end of the Second Quarter, we had approximately $20.3 million of short-term borrowings and $674.4 million in long-term debt.

On March 9, 2015, we entered into an Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for (i) revolving credit loans in the amount of $1.05 billion (the “Revolving Credit Facility”), with an up to $20.0 million subfacility for swingline loans (the “Swingline Loan”), and an up to $10.0 million subfacility for letters of credit, and (ii) a term loan in the amount of $231.3 million (the “Term Loan”). The Credit Agreement expires and is due and payable on May 17, 2018. The Credit Agreement amended and restated that certain credit agreement, dated as of May 17, 2013, as amended (the “Prior Agreement”).

Our obligations under the Credit Agreement are unsecured, and none of our subsidiaries are guarantors of our obligations under the Credit Agreement. Upon the occurrence of both (a) the Moody’s Investor Service, Inc. rating of us falling below Ba1 and (b) the Standard & Poor’s Financial Services LLC rating of us falling below BB+, our obligations under the Credit Agreement will be required to be guaranteed by all of our direct and indirect material domestic subsidiaries, as provided in a subsidiary guaranty agreement, and secured by 65% of the total outstanding voting capital stock and 100% of the non-voting capital stock of our material first-tier foreign subsidiaries, pursuant to a pledge agreement. The Credit Agreement refinanced the indebtedness under the Prior Agreement and may be used (a) to finance the acquisition of capital assets, (b) for ongoing working capital and other general corporate purposes and (c) to repurchase our capital stock to the extent permitted under the Credit Agreement.

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Amounts outstanding under the Revolving Credit Facility and the Term Loan under the Credit Agreement bear interest, at our option, at (i) the base rate (defined as the highest of (a) the prime rate publicly announced by Wells Fargo, (b) the federal funds rate plus 0.5% and (c) LIBOR for an interest period of one month plus 1.0%) plus the base rate applicable margin (which varies, based upon our consolidated total leverage ratio, from 0.25%, if the consolidated total leverage ratio is less than 1.00 to 1.00, to 1.00%, if the consolidated total leverage ratio is greater than or equal to 2.00 to 1.00) or (ii) the LIBOR rate (defined as the quotient obtained by dividing (a) LIBOR by (b) 1.00 minus the Eurodollar reserve percentage) plus the LIBOR rate applicable margin (which varies, based upon the consolidated total leverage ratio, from 1.25%, if the consolidated total leverage ratio is less than 1.00 to 1.00, to 2.00%, if the consolidated total leverage ratio is greater than or equal to 2.00 to 1.00). Amounts outstanding under the Swingline Loan under the Credit Agreement or upon any drawing under a letter of credit bear interest at the base rate plus the applicable margin. Interest based upon the base rate is payable quarterly in arrears. Interest based upon the LIBOR rate is payable on the last day of the applicable interest period.

Financial covenants in the Credit Agreement require us to maintain (i) a consolidated total leverage ratio no greater than 2.50 to 1.00, and (ii) a consolidated interest coverage ratio no less than 3.50 to 1.00.

During the Year To Date Period, we made net principal payments of $6.3 million under the Term Loan and term loan under the Prior Agreement. Additionally, we had net borrowings of $69.7 million under the Revolving Credit Facility and revolving credit loans under the Prior Agreement at an average annual interest rate of 1.43%. As of July 4, 2015, we had $225.0 million and $458.7 million outstanding under the Term Loan and the Revolving Credit Facility, respectively. In addition, we had $0.9 million of outstanding standby letters of credit at July 4, 2015. Amounts available under the Revolving Credit Facility are reduced by any amounts outstanding under standby letters of credit. As of July 4, 2015, we had $590.4 million available for borrowing under the Revolving Credit Facility, which was favorably impacted by a $400.0 million international cash balance. Borrowings under the Revolving Credit Facility were mainly used to fund common stock repurchases, capital expenditures and normal operating expenses.

At July 4, 2015, we were in compliance with all debt covenants related to all of our credit facilities.

For fiscal year 2015, we expect total capital expenditures to be approximately $100 million to $110 million. These capital expenditures will be primarily related to global retail store expansion and renovation and investment in technological infrastructure. We believe that cash flows from operations combined with existing cash on hand and amounts available under the Revolving Credit Facility will be sufficient to fund our working capital needs, common stock repurchases and planned capital expenditures for the next twelve months.

Contractual Obligations

As of July 4, 2015, there were no material changes to our contractual obligations set forth in our Annual Report on Form 10-K for the fiscal year ended January 3, 2015.

Off Balance Sheet Arrangements

As of July 4, 2015, there were no material changes to our off balance sheet arrangements as set forth in commitments and contingencies in our Annual Report on Form 10-K for the fiscal year ended January 3, 2015.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods reported. On an on-going basis, we evaluate our estimates and judgments, including those related to product returns, bad debt, inventories, long-lived asset impairment, impairment of goodwill and trade names, income taxes, warranty costs, hedge accounting, litigation reserves and stock-based compensation. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Our estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no changes to the critical accounting policies disclosed in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2015.

33

Forward-Looking Statements

The statements contained and incorporated by reference in this Quarterly Report on Form 10-Q that are not historical facts, including, but not limited to, statements regarding our expected financial position, results of operations, business and financing plans found in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 3. Quantitative and Qualitative Disclosures About Market Risk,” constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. The words “may,” “believes,” “expects,” “plans,” “intends,” “estimates,” “anticipates” and similar expressions identify forward-looking statements. The actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: the effect of worldwide economic conditions; significant changes in consumer spending patterns or preferences; interruptions or delays in the supply of key components; acts of war or acts of terrorism; changes in foreign currency valuations in relation to the U.S. dollar; lower levels of consumer spending resulting from a general economic downturn or generally reduced shopping activity caused by public safety or consumer confidence concerns; the performance of our products within the prevailing retail environment; customer acceptance of both new designs and newly-introduced product lines; financial difficulties encountered by customers; the effects of vigorous competition in the markets in which we operate; the integration of the organizations and operations of any acquired businesses into our existing organization and operations; the termination or non-renewal of material licenses, foreign operations and manufacturing; changes in the costs of materials, labor and advertising; government regulation; our ability to secure and protect trademarks and other intellectual property rights; and the outcome of current and possible future litigation.

In addition to the factors listed above, our actual results may differ materially due to the other risks and uncertainties discussed in this Quarterly Report on Form 10-Q and the risks and uncertainties set forth in our Annual Report on Form 10-K for the fiscal year ended January 3, 2015. Accordingly, readers of this Quarterly Report on Form 10-Q should consider these facts in evaluating the information and are cautioned not to place undue reliance on the forward-looking statements contained herein. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Rate Risk

As a multinational enterprise, we are exposed to changes in foreign currency exchange rates. Our most significant foreign currency risk relates to the euro, and to a lesser extent, the British pound, Canadian dollar, Japanese yen, Mexican peso and Australian dollar as compared to the U.S. dollar. Due to our vertical nature whereby a significant portion of goods are sourced from our owned facilities, the foreign currency risks relate primarily to the necessary current settlement of intercompany inventory transactions. We employ a variety of operating practices to manage these market risks relative to foreign currency exchange rate changes and, where deemed appropriate, utilize foreign exchange forward contracts. These operating practices include, among others, our ability to convert foreign currency into U.S. dollars at spot rates and to maintain U.S. dollar pricing relative to sales of our products to certain distributors located outside the U.S. The use of foreign exchange forward contracts allows us to offset exposure to rate fluctuations because the gains or losses incurred on the derivative instruments will offset, in whole or in part, losses or gains on the underlying foreign currency exposure. We use derivative instruments only for risk management purposes and do not use them for speculation or for trading. There were no significant changes in how we managed foreign currency transactional exposure in the Second Quarter, and management does not anticipate any significant changes in such exposures or in the strategies we employ to manage such exposure in the near future.

The following table shows our outstanding forward contracts designated as cash flow hedges at July 4, 2015 and their expiration dates (in millions):

Functional Currency		Contract Currency
Type	Amount	Type	Amount	Expiration Date
Euro	209.3	U.S. dollar	250.2	May 2017
British pound	41.9	U.S. dollar	65.9	June 2017
Canadian dollar	51.5	U.S. dollar	42.9	June 2017
Japanese yen	3,788.1	U.S. dollar	32.7	June 2017
Mexican peso	306.6	U.S. dollar	19.9	March 2016
Australian dollar	19.0	U.S. dollar	14.7	March 2016

If we were to settle our euro, British pound, Canadian dollar, Japanese yen, Mexican peso and Australian dollar based forward contracts as of July 4, 2015, the net result would have been a net gain of approximately $14.6 million, net of taxes. As of July 4, 2015, a 10% unfavorable change in the U.S. dollar strengthening against foreign currencies to which we have balance sheet transactional exposures, would have decreased net pre-tax income by $13.3 million. The translation of the balance sheets of our foreign-based operations from their local currencies into U.S. dollars is also sensitive to changes in foreign currency exchange rates. As of July 4, 2015, a 10% unfavorable change in the exchange rate of the U.S. dollar strengthening against the foreign currencies to which we have exposure would have reduced consolidated stockholders’ equity by approximately $89.4 million. In our view, these hypothetical changes resulting from these assumed changes in foreign currency exchange rates are not material to our consolidated financial position, results of operations or cash flows.

34

Interest Rate Risk

We are subject to interest rate volatility with regard to existing and future debt borrowings. Effective July 26, 2013, we entered into an interest rate swap agreement with a term of approximately five years to manage our exposure to interest rate fluctuations on our Term Loan. We will continue to evaluate our interest rate exposure and the use of interest rate swaps in future periods to mitigate our risk associated with adverse fluctuations in interest rates.

Based on our variable-rate debt outstanding as of July 4, 2015, excluding our $225.0 million Term Loan debt hedged with an interest rate swap agreement, a 100 basis point increase in interest rates would increase annual interest expense by approximately $4.7 million.

Item 4.   Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon this evaluation, our CEO and CFO have concluded that our Disclosure Controls were effective as of July 4, 2015.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the Second Quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

There are no legal proceedings to which we are a party or to which our properties are subject, other than routine litigation incidental to our business, which is not material to our consolidated financial condition, results of operations or cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows our common stock repurchases based on settlement date for the Fiscal Quarter:

ISSUER PURCHASES OF EQUITY SECURITIES

	Total	Average		Total Number of Shares	Approximate Dollar
	Number	Price		Purchased as Part	Value of Shares that
	of Shares	Paid per		of Publically	May Yet Be Purchased
Period	Purchased (1)	Share		Announced Programs	Under the Programs (2)
April 5, 2015 - May 2, 2015	776,653	$	83.40	776,330	$	879,503,408
May 3, 2015 - May 30, 2015	339,594	$	82.25	339,594	$	851,570,692
May 31, 2015 - July 4, 2015	136,782	$	71.88	136,782	$	841,738,631
Total	1,253,029			1,252,706

(1)During the Second Quarter, 323 shares of common stock were acquired from grantees in connection with income tax withholding obligations arising from vesting of restricted stock grants. These shares were not part of our publicly announced program to repurchase shares of common stock.

(2)On August 10, 2010, we announced a common stock repurchase program pursuant to which up to $30 million could be used to repurchase outstanding shares of our common stock. The $30 million repurchase program has no termination date. In December 2012, we announced a common stock repurchase program pursuant to which up to $1.0 billion could be used to repurchase outstanding shares of our common stock. The $1.0 billion repurchase program was completed during the first quarter of fiscal year 2015. In November 2014, we announced an additional common stock repurchase program pursuant to which up an additional $1.0 billion could be used to repurchase outstanding shares of our common stock. The second $1.0 billion repurchase program has a termination date of December 2018. During the Second Quarter, approximately 1.3 million shares of our common stock were repurchased pursuant to the second $1.0 billion repurchase plan at a cost of $102.5 million. As of July 4, 2015, we had $841.7 million of repurchase authorizations remaining under our combined repurchase programs.

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Item 6. Exhibits

(a)Exhibits

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	Fourth Amended and Restated Bylaws of Fossil Group, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on May 28, 2013).
3.4	Amendment No. 1 to Fourth Amended and Restated Bylaws of Fossil Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 20, 2014).
31.1(1)	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.2(1)	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1(2)	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.
32.2(2)	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.
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.

(1)Filed herewith.

(2)Furnished herewith.

37

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FOSSIL GROUP, INC.
August 13, 2015	/S/ DENNIS R. SECOR
	Dennis R. Secor
	Executive Vice President, Chief Financial Officer and Treasurer (Principal financial and accounting officer duly authorized to sign on behalf of the Registrant)

38

EXHIBIT INDEX

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	Fourth Amended and Restated Bylaws of Fossil Group, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on May 28, 2013).
3.4	Amendment No. 1 to Fourth Amended and Restated Bylaws of Fossil Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 20, 2014).
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.

(1)Filed herewith.

(2)Furnished herewith.

39

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Kosta N. Kartsotis, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Fossil Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) 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.

August 13, 2015	/s/ KOSTA N. KARTSOTIS
	Kosta N. Kartsotis
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Dennis R. Secor, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Fossil Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) 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.

August 13, 2015	/s/ Dennis R. Secor
	Dennis R. Secor
	Executive Vice President, Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Kosta N. Kartsotis, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, the Quarterly Report of Fossil Group, Inc. on Form 10-Q for the quarter ended July 4, 2015, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Fossil Group, Inc.

Dated: August 13, 2015	By:	/s/ Kosta N. Kartsotis
	Name:	Kosta N. Kartsotis
	Title:	Chief Executive Officer

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Dennis R. Secor, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, the Quarterly Report of Fossil Group, Inc. on Form 10-Q for the quarter ended July 4, 2015, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Fossil Group, Inc.

Dated: August 13, 2015	By:	/s/ Dennis R. Secor
	Name:	Dennis R. Secor
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

XML

WARRANTY LIABILITIES (Details) - USD ($) $ in Thousands		6 Months Ended
		Jul. 04, 2015	Jul. 05, 2014
Warranty liability activity
Beginning balance		$ 13,500	$ 15,658
Settlements in cash or kind		(4,019)	(5,576)
Warranties issued and adjustments to preexisting warranties (1)	[1]	4,038	5,925
Liabilities assumed in acquisition		44	0
Ending balance		$ 13,563	$ 16,007

[1] Changes in cost estimates related to preexisting warranties are aggregated with accruals for new standard warranties issued and foreign currency changes.

XML

FAIR VALUE MEASUREMENTS (Details 2) - USD ($) $ in Thousands	6 Months Ended
	Jul. 04, 2015	Jul. 05, 2014	Jan. 03, 2015
Fair value hierarchy for assets and liabilities measured at fair value on a nonrecurring basis
Impairment losses	$ 6,602	$ 5,501
Property, plant and equipment - net	329,160		$ 345,606
Specific Company-owned stores
Fair value hierarchy for assets and liabilities measured at fair value on a nonrecurring basis
Impairment losses	6,600
Property, plant and equipment - net	6,500
Key money, deemed not recoverable	100
Level 3 | Specific Company-owned stores
Fair value hierarchy for assets and liabilities measured at fair value on a nonrecurring basis
Impairment losses	6,600
Europe | Level 3 | Specific Company-owned stores
Fair value hierarchy for assets and liabilities measured at fair value on a nonrecurring basis
Impairment losses	3,800
Americas | Level 3 | Specific Company-owned stores
Fair value hierarchy for assets and liabilities measured at fair value on a nonrecurring basis
Impairment losses	800
Americas | Restructuring Charges | Level 3 | Specific Company-owned stores
Fair value hierarchy for assets and liabilities measured at fair value on a nonrecurring basis
Impairment losses	1,600
Asia | Level 3 | Specific Company-owned stores
Fair value hierarchy for assets and liabilities measured at fair value on a nonrecurring basis
Impairment losses	$ 400

XML

SEGMENT INFORMATION (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 04, 2015	Jul. 05, 2014	Jul. 04, 2015	Jul. 05, 2014
Net sales for each class of similar products
Net sales	$ 739,975	$ 773,820	$ 1,465,060	$ 1,550,365
Percentage of Total	100.00%	100.00%	100.00%	100.00%
Watches
Net sales for each class of similar products
Net sales	$ 575,804	$ 611,208	$ 1,127,661	$ 1,212,596
Percentage of Total	77.80%	79.00%	77.00%	78.20%
Leathers
Net sales for each class of similar products
Net sales	$ 89,380	$ 87,325	$ 182,306	$ 187,047
Percentage of Total	12.10%	11.30%	12.40%	12.10%
Jewelry
Net sales for each class of similar products
Net sales	$ 55,780	$ 56,183	$ 118,767	$ 112,701
Percentage of Total	7.50%	7.20%	8.10%	7.30%
Other
Net sales for each class of similar products
Net sales	$ 19,011	$ 19,104	$ 36,326	$ 38,021
Percentage of Total	2.60%	2.50%	2.50%	2.40%

XML

INTANGIBLE AND OTHER ASSETS (Details) - USD ($) $ in Thousands	6 Months Ended
	Jul. 04, 2015	Jan. 03, 2015
Intangible and other assets
Total intangibles - subject to amortization	$ 52,940	$ 50,358
Total intangibles-not subject to amortization, Carrying Amount	83,634	83,610
Total other assets, Gross Amount	84,114	92,218
Total intangible and other assets, Carrying Amount	220,688	226,186
Total intangibles-subject to amortization, Accumulated Amortization	25,783	23,501
Total other assets, Accumulated Amortization	28,704	28,321
Total intangible and other assets, Accumulated Amortization	54,487	51,822
Total intangible and other assets-net	166,201	174,364
Key money deposits
Intangible and other assets
Total other assets, Gross Amount	30,165	31,892
Total other assets, Accumulated Amortization	$ 19,117	18,661
Key money deposits | Minimum
Intangible and other assets
Amortization period based on initial lease term	4 years
Key money deposits | Maximum
Intangible and other assets
Amortization period based on initial lease term	18 years
Other deposits
Intangible and other assets
Total other assets, Gross Amount	$ 22,159	21,854
Deferred compensation plan assets
Intangible and other assets
Total other assets, Gross Amount	2,515	2,477
Deferred tax asset-net
Intangible and other assets
Total other assets, Gross Amount	7,617	8,583
Restricted cash
Intangible and other assets
Total other assets, Gross Amount	529	575
Shop-in-shop
Intangible and other assets
Total other assets, Gross Amount	12,655	16,333
Total other assets, Accumulated Amortization	9,587	9,660
Interest rate swap
Intangible and other assets
Total other assets, Gross Amount	743	1,724
Forward contracts
Intangible and other assets
Total other assets, Gross Amount	664	1,802
Other
Intangible and other assets
Total other assets, Gross Amount	7,067	6,978
Trademarks
Intangible and other assets
Total intangibles - subject to amortization	4,175	4,174
Total intangibles-subject to amortization, Accumulated Amortization	$ 3,074	2,950
Useful Lives	10 years
Customer lists
Intangible and other assets
Total intangibles - subject to amortization	$ 44,096	41,703
Total intangibles-subject to amortization, Accumulated Amortization	$ 19,211	17,457
Customer lists | Minimum
Intangible and other assets
Useful Lives	5 years
Customer lists | Maximum
Intangible and other assets
Useful Lives	10 years
Patents
Intangible and other assets
Total intangibles - subject to amortization	$ 2,273	2,273
Total intangibles-subject to amortization, Accumulated Amortization	$ 2,046	1,902
Patents | Minimum
Intangible and other assets
Useful Lives	3 years
Patents | Maximum
Intangible and other assets
Useful Lives	20 years
Noncompete agreement
Intangible and other assets
Total intangibles - subject to amortization	$ 1,823	1,855
Total intangibles-subject to amortization, Accumulated Amortization	$ 987	851
Useful Lives	6 years
Other
Intangible and other assets
Total intangibles - subject to amortization	$ 573	353
Total intangibles-subject to amortization, Accumulated Amortization	$ 465	$ 341
Other | Minimum
Intangible and other assets
Useful Lives	7 years
Other | Maximum
Intangible and other assets
Useful Lives	20 years

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 04, 2015	Jul. 05, 2014	Jul. 04, 2015	Jul. 05, 2014
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning balance	$ (49,855)	$ 35,805	$ (16,410)	$ 36,691
Other comprehensive income (loss) before reclassifications	18,720	(4,013)	(3,431)	(5,997)
Tax (expense) benefit	(3,559)	121	(7,078)	256
Amounts reclassified from accumulated other comprehensive income	15,159	(2,261)	26,916	(3,823)
Tax (expense) benefit	(5,311)	789	(9,293)	1,388
Total other comprehensive income (loss)	5,313	(2,420)	(28,132)	(3,306)
Ending balance	(44,542)	33,385	(44,542)	33,385
Currency Translation Adjustments
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning balance	(60,747)	37,027	(27,241)	38,152
Other comprehensive income (loss) before reclassifications	5,559	1,524	(27,947)	399
Tax (expense) benefit	0	0	0	0
Amounts reclassified from accumulated other comprehensive income	0	0	0	0
Tax (expense) benefit	0	0	0	0
Total other comprehensive income (loss)	5,559	1,524	(27,947)	399
Ending balance	(55,188)	38,551	(55,188)	38,551
Derivatives Designated as Cash Flow Hedges | Forward contracts
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning balance	19,315	(1,941)	14,980	(2,091)
Other comprehensive income (loss) before reclassifications	2,701	(1,834)	21,462	(2,100)
Tax (expense) benefit	253	195	(5,965)	113
Amounts reclassified from accumulated other comprehensive income	10,555	(1,570)	22,993	(2,399)
Tax (expense) benefit	(3,634)	537	(7,864)	868
Total other comprehensive income (loss)	(3,967)	(606)	368	(456)
Ending balance	15,348	(2,547)	15,348	(2,547)
Derivatives Designated as Cash Flow Hedges | Interest rate swap
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning balance	(4,776)	(179)	(502)	(106)
Other comprehensive income (loss) before reclassifications	10,460	(912)	3,054	(1,760)
Tax (expense) benefit	(3,812)	333	(1,113)	643
Amounts reclassified from accumulated other comprehensive income	4,604	(691)	3,923	(1,424)
Tax (expense) benefit	(1,677)	252	(1,429)	520
Total other comprehensive income (loss)	3,721	(140)	(553)	(213)
Ending balance	(1,055)	(319)	(1,055)	(319)
Pension Plan
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning balance	(3,647)	736	(3,647)	736
Other comprehensive income (loss) before reclassifications	0	(2,946)	0	(2,946)
Tax (expense) benefit	0	(347)	0	(347)
Amounts reclassified from accumulated other comprehensive income	0	0	0	0
Tax (expense) benefit	0	0	0	0
Total other comprehensive income (loss)	0	(3,293)	0	(3,293)
Ending balance	$ (3,647)	(2,557)	$ (3,647)	(2,557)
Net Investment Hedges
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning balance		162		0
Other comprehensive income (loss) before reclassifications		155		410
Tax (expense) benefit		(60)		(153)
Amounts reclassified from accumulated other comprehensive income		0		0
Tax (expense) benefit		0		0
Total other comprehensive income (loss)		95		257
Ending balance		$ 257		$ 257

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INTANGIBLE AND OTHER ASSETS (Tables)

6 Months Ended

Jul. 04, 2015

INTANGIBLE AND OTHER ASSETS

Schedule of intangible and other assets-net

The following table summarizes intangible and other assets (in thousands):

		July 4, 2015				January 3, 2015
	Useful	Gross		Accumulated		Gross		Accumulated
At Fiscal Year End	Lives	Amount		Amortization		Amount		Amortization
Intangibles-subject to amortization:
Trademarks	10 yrs.	$	4,175	$	3,074	$	4,174	$	2,950
Customer lists	5-10 yrs.	44,096		19,211		41,703		17,457
Patents	3-20 yrs.	2,273		2,046		2,273		1,902
Noncompete agreement	6 yrs.	1,823		987		1,855		851
Other	7-20 yrs.	573		465		353		341
Total intangibles-subject to amortization		52,940		25,783		50,358		23,501
Intangibles-not subject to amortization:
Trade names		83,634				83,610
Other assets:
Key money deposits		30,165		19,117		31,892		18,661
Other deposits		22,159				21,854
Deferred compensation plan assets		2,515				2,477
Deferred tax asset-net		7,617				8,583
Restricted cash		529				575
Shop-in-shop		12,655		9,587		16,333		9,660
Interest rate swap		743				1,724
Forward contracts		664				1,802
Other		7,067				6,978
Total other assets		84,114		28,704		92,218		28,321
Total intangible and other assets		$	220,688	$	54,487	$	226,186	$	51,822
Total intangible and other assets-net				$	166,201			$	174,364

Schedule of estimated aggregate future amortization expense by fiscal year for intangible assets

Estimated aggregate future amortization expense by fiscal year for intangible assets is as follows (in thousands):

Fiscal Year		Amortization Expense
2015 (remaining)	$	2,441
2016	$	4,871
2017	$	4,613
2018	$	4,258
2019	$	4,163
2020	$	3,655

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DEBT ACTIVITY (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jul. 04, 2015 USD ($)	Jul. 04, 2015 USD ($) item	Mar. 09, 2015 USD ($)	Jan. 03, 2015 USD ($)	Jul. 05, 2014 USD ($)	Dec. 28, 2013 USD ($)
Debt Instrument
Cash and Cash Equivalents, at Carrying Value	$ 249,864	$ 249,864		$ 276,261	$ 272,642	$ 320,479
Credit Agreement
Debt Instrument
Increments in excess of minimum principal amount		1,000
Credit Agreement | Minimum
Debt Instrument
Minimum principal payments	3,000	$ 3,000
Credit Agreement | Maximum
Debt Instrument
Consolidated leverage ratio required | item		2.50
Consolidated interest coverage ratio required | item		3.50
Credit Agreement | Fossil Europe B.V., Swiss Technology Holding GmbH and Fossil (East) Limited
Debt Instrument
Percentage of total outstanding non-voting capital stock		100.00%
U.S. revolving line of credit
Debt Instrument
Maximum borrowing capacity			$ 1,050,000
Percentage of total outstanding voting capital stock		65.00%
Total borrowings	51,700
Debt outstanding	458,700	$ 458,700
Available borrowing capacity	590,400	590,400
Cash and Cash Equivalents, at Carrying Value	400,000	400,000
Interest expense incurred	2,800	3,500
U.S. revolving line of credit | Base rate loans
Debt Instrument
Minimum principal payments	2,000	2,000
Increments in excess of minimum principal amount		1,000
U.S. revolving line of credit | LIBOR rate loans
Debt Instrument
Minimum principal payments	$ 5,000	5,000
Increments in excess of minimum principal amount		1,000
U.S. revolving line of credit | Prior Agreement
Debt Instrument
Debt outstanding			555,000
Interest expense incurred		$ 1,600
U.S. revolving line of credit | Minimum
Debt Instrument
Commitment fee (as a percent)		0.20%
U.S. revolving line of credit | Maximum
Debt Instrument
Commitment fee (as a percent)		0.35%
U.S. revolving line of credit | Consolidated leverage ratio (the Ratio) less than 1.00 to 1.00 | Base rate loans
Debt Instrument
Applicable margin based on the Company's consolidated leverage ratio (as a percent)		0.25%
Consolidated leverage ratio used to calculate variable rate of debt (as a percent)	1.00%	1.00%
U.S. revolving line of credit | Consolidated leverage ratio (the Ratio) greater than 2.00 to 1.00 | Base rate loans
Debt Instrument
Applicable margin based on the Company's consolidated leverage ratio (as a percent)		1.00%
Consolidated leverage ratio used to calculate variable rate of debt (as a percent)	2.00%	2.00%
U.S. revolving line of credit | Federal funds rate | Base rate loans
Debt Instrument
Description of base rate		federal funds rate
Basis spread on base rate (as a percent)		0.50%
U.S. revolving line of credit | LIBOR | Base rate loans
Debt Instrument
Description of base rate		LIBOR
Basis spread on base rate (as a percent)		1.00%
U.S. revolving line of credit | LIBOR | LIBOR rate loans
Debt Instrument
Description of base rate		LIBOR
LIBOR Rate, amount used to calculate quotient (as a percent)	1.00%	1.00%
U.S. revolving line of credit | LIBOR | Consolidated leverage ratio (the Ratio) less than 1.00 to 1.00 | LIBOR rate loans
Debt Instrument
Applicable margin based on the Company's consolidated leverage ratio (as a percent)		1.25%
Consolidated leverage ratio used to calculate variable rate of debt (as a percent)	1.00%	1.00%
U.S. revolving line of credit | LIBOR | Consolidated leverage ratio (the Ratio) greater than 2.00 to 1.00 | LIBOR rate loans
Debt Instrument
Applicable margin based on the Company's consolidated leverage ratio (as a percent)		2.00%
Consolidated leverage ratio used to calculate variable rate of debt (as a percent)	2.00%	2.00%
Swingline loan
Debt Instrument
Maximum borrowing capacity			20,000
Minimum principal payments	$ 100	$ 100
Increments in excess of minimum principal amount		100
LC Facility
Debt Instrument
Maximum borrowing capacity			10,000
U.S. term loan
Debt Instrument
Maximum borrowing capacity			231,300
Repayment of borrowings	3,100
Debt outstanding	225,000	225,000
Interest paid	1,500	2,000
Minimum principal payments	$ 5,000	5,000
Increments in excess of minimum principal amount		1,000
U.S. term loan | Prior Agreement
Debt Instrument
Repayment of borrowings		6,300
Debt outstanding			$ 231,300
Interest expense incurred		$ 1,000
U.S. term loan | Consolidated leverage ratio (the Ratio) less than 1.00 to 1.00 | Base rate loans
Debt Instrument
Applicable margin based on the Company's consolidated leverage ratio (as a percent)		0.25%
Consolidated leverage ratio used to calculate variable rate of debt (as a percent)	1.00%	1.00%
U.S. term loan | Consolidated leverage ratio (the Ratio) greater than 2.00 to 1.00 | Base rate loans
Debt Instrument
Applicable margin based on the Company's consolidated leverage ratio (as a percent)		1.00%
Consolidated leverage ratio used to calculate variable rate of debt (as a percent)	2.00%	2.00%
U.S. term loan | Federal funds rate | Base rate loans
Debt Instrument
Description of base rate		federal funds rate
Basis spread on base rate (as a percent)		0.50%
U.S. term loan | LIBOR | Base rate loans
Debt Instrument
Description of base rate		LIBOR
Basis spread on base rate (as a percent)		1.00%
LIBOR Rate, amount used to calculate quotient (as a percent)	1.00%	1.00%
U.S. term loan | LIBOR | LIBOR rate loans
Debt Instrument
Description of base rate		LIBOR
U.S. term loan | LIBOR | Consolidated leverage ratio (the Ratio) less than 1.00 to 1.00 | LIBOR rate loans
Debt Instrument
Applicable margin based on the Company's consolidated leverage ratio (as a percent)		1.25%
Consolidated leverage ratio used to calculate variable rate of debt (as a percent)	1.00%	1.00%
U.S. term loan | LIBOR | Consolidated leverage ratio (the Ratio) greater than 2.00 to 1.00 | LIBOR rate loans
Debt Instrument
Applicable margin based on the Company's consolidated leverage ratio (as a percent)		2.00%
Consolidated leverage ratio used to calculate variable rate of debt (as a percent)	2.00%	2.00%
Prior revolving credit loans | Prior Agreement
Debt Instrument
Total borrowings		$ 69,700

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WARRANTY LIABILITIES (Tables)

6 Months Ended

Jul. 04, 2015

WARRANTY LIABILITIES

Schedule of warranty liability activity

Warranty liability activity consisted of the following (in thousands):

	For the 26			For the 27
	Weeks Ended			Weeks Ended
	July 4, 2015			July 5, 2014
Beginning balance	$	13,500		$	15,658
Settlements in cash or kind	(4,019		)	(5,576		)
Warranties issued and adjustments to preexisting warranties (1)	4,038			5,925
Liabilities assumed in acquisition	44			0
Ending balance	$	13,563		$	16,007

(1) Changes in cost estimates related to preexisting warranties are aggregated with accruals for new standard warranties issued and foreign currency changes.

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DERIVATIVES AND RISK MANAGEMENT (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 04, 2015	Jul. 05, 2014	Jul. 04, 2015	Jul. 05, 2014
Derivatives
Total gain (loss) recognized in other comprehensive loss, net of taxes	$ 9,602	$ (2,123)	$ 17,438	$ (2,847)
Cash flow hedges | Forward contracts
Derivatives
Total gain (loss) recognized in other comprehensive loss, net of taxes	2,954	(1,639)	15,497	(1,987)
Cash flow hedges | Interest rate swap
Derivatives
Total gain (loss) recognized in other comprehensive loss, net of taxes	6,648	(579)	1,941	(1,117)
Net Investment Hedges | Forward contracts
Derivatives
Total gain (loss) recognized in other comprehensive loss, net of taxes	$ 0	$ 95	$ 0	$ 257

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STOCKHOLDERS' EQUITY (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 04, 2015	Jul. 05, 2014	Jul. 04, 2015	Jul. 05, 2014
Summary of changes in equity attributable to controlling and noncontrolling interest
Balance			$ 983,801	$ 1,075,367
Net income	$ 56,820	$ 54,899	97,458	124,061
Currency translation adjustment			(27,947)	399
Derivative instruments-net change	(246)	(651)	(185)	(412)
Common stock issued upon exercise of stock options			582	1,508
Tax (expense) benefit derived from stock-based compensation			(699)	950
Distribution of noncontrolling interest earnings and other			(5,056)	(5,392)
Pension plan activity	0	(3,293)	0	(3,293)
Business acquisition			5,831
Acquisition of common stock			(218,659)	(187,158)
Stock-based compensation expense			9,276	9,637
Balance	844,402	1,015,667	844,402	1,015,667
Fossil Group, Inc. Stockholders' Equity
Summary of changes in equity attributable to controlling and noncontrolling interest
Balance			977,860	1,068,677
Net income			92,718	118,860
Currency translation adjustment			(27,947)	399
Derivative instruments-net change			(185)	(412)
Common stock issued upon exercise of stock options			582	1,508
Tax (expense) benefit derived from stock-based compensation			(699)	950
Distribution of noncontrolling interest earnings and other			0	0
Pension plan activity				(3,293)
Business acquisition			0
Acquisition of common stock			(218,659)	(187,158)
Stock-based compensation expense			9,276	9,637
Balance	832,946	1,009,168	832,946	1,009,168
Noncontrolling Interest
Summary of changes in equity attributable to controlling and noncontrolling interest
Balance			5,941	6,690
Net income			4,740	5,201
Currency translation adjustment			0	0
Derivative instruments-net change			0	0
Common stock issued upon exercise of stock options			0	0
Tax (expense) benefit derived from stock-based compensation			0	0
Distribution of noncontrolling interest earnings and other			(5,056)	(5,392)
Pension plan activity				0
Business acquisition			5,831
Acquisition of common stock			0	0
Stock-based compensation expense			0	0
Balance	$ 11,456	$ 6,499	$ 11,456	$ 6,499

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ACQUISITION AND GOODWILL (Details 2) $ in Thousands	6 Months Ended
	Jul. 04, 2015 USD ($)
Changes in carrying amount of goodwill
Beginning Balance	$ 197,728
Acquisitions	4,487
Foreign currency changes	(4,474)
Ending Balance	197,741
Americas
Changes in carrying amount of goodwill
Beginning Balance	119,438
Acquisitions	0
Foreign currency changes	(102)
Ending Balance	119,336
Europe
Changes in carrying amount of goodwill
Beginning Balance	66,433
Acquisitions	4,487
Foreign currency changes	(4,413)
Ending Balance	66,507
Asia
Changes in carrying amount of goodwill
Beginning Balance	11,857
Acquisitions	0
Foreign currency changes	41
Ending Balance	$ 11,898

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DERIVATIVES AND RISK MANAGEMENT (Details 4) - USD ($) $ in Thousands	Jul. 04, 2015	Jan. 03, 2015
Fair value of derivative instruments
Asset Derivatives, Fair Value	$ 24,417	$ 29,393
Liability Derivatives, Fair Value	3,670	2,514
Estimated gain expected to be reclassified into earnings within the next twelve months	14,300
Forward contracts | Designated as cash flow hedges | Cash flow hedges | Prepaid expenses and other current assets
Fair value of derivative instruments
Asset Derivatives, Fair Value	22,887	25,867
Forward contracts | Designated as cash flow hedges | Cash flow hedges | Intangible and other assets-net
Fair value of derivative instruments
Asset Derivatives, Fair Value	664	1,802
Forward contracts | Designated as cash flow hedges | Cash flow hedges | Accrued expenses - other
Fair value of derivative instruments
Liability Derivatives, Fair Value	1,021	0
Forward contracts | Designated as cash flow hedges | Cash flow hedges | Other long-term liabilities
Fair value of derivative instruments
Liability Derivatives, Fair Value	246	0
Forward contracts | Not designated as hedging instruments | Cash flow hedges | Prepaid expenses and other current assets
Fair value of derivative instruments
Asset Derivatives, Fair Value	123	0
Forward contracts | Not designated as hedging instruments | Cash flow hedges | Accrued expenses - other
Fair value of derivative instruments
Liability Derivatives, Fair Value	0	0
Interest rate swap | Designated as cash flow hedges | Cash flow hedges | Prepaid expenses and other current assets
Fair value of derivative instruments
Asset Derivatives, Fair Value	0	0
Interest rate swap | Designated as cash flow hedges | Cash flow hedges | Intangible and other assets-net
Fair value of derivative instruments
Asset Derivatives, Fair Value	743	1,724
Interest rate swap | Designated as cash flow hedges | Cash flow hedges | Accrued expenses - other
Fair value of derivative instruments
Liability Derivatives, Fair Value	1,991	2,157
Interest rate swap | Designated as cash flow hedges | Cash flow hedges | Other long-term liabilities
Fair value of derivative instruments
Liability Derivatives, Fair Value	$ 412	$ 357

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SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 04, 2015	Jul. 05, 2014	Jul. 04, 2015	Jul. 05, 2014	Jan. 03, 2015
Summary information by operating segment
Net Sales	$ 739,975	$ 773,820	$ 1,465,060	$ 1,550,365
Operating Income	70,434	84,758	126,589	189,457
Long-Term Assets	693,102		693,102		$ 717,698
Total Assets	2,059,441		2,059,441		2,207,552
Corporate
Summary information by operating segment
Net Sales	0	0	0	0
Operating Income	(77,968)	(77,970)	(156,147)	(155,747)
Long-Term Assets	173,016		173,016		176,124
Total Assets	584,477		584,477		602,637
Americas
Summary information by operating segment
Net Sales	386,088	380,699	752,684	763,360
Operating Income	86,033	88,786	162,533	187,856
Long-Term Assets	262,507		262,507		263,324
Total Assets	772,618		772,618		809,548
Europe
Summary information by operating segment
Net Sales	227,923	258,987	462,179	519,340
Operating Income	41,814	46,770	79,152	99,278
Long-Term Assets	202,586		202,586		220,742
Total Assets	488,965		488,965		561,486
Asia
Summary information by operating segment
Net Sales	125,964	134,134	250,197	267,665
Operating Income	20,555	$ 27,172	41,051	$ 58,070
Long-Term Assets	54,993		54,993		57,508
Total Assets	$ 213,381		$ 213,381		$ 233,881

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WARRANTY LIABILITIES

6 Months Ended

Jul. 04, 2015

WARRANTY LIABILITIES

WARRANTY LIABILITIES

4. WARRANTY LIABILITIES

The Company’s warranty liability is recorded in accrued expenses-other in the Company’s condensed consolidated balance sheets.  Warranty liability activity consisted of the following (in thousands):

	For the 26			For the 27
	Weeks Ended			Weeks Ended
	July 4, 2015			July 5, 2014
Beginning balance	$	13,500		$	15,658
Settlements in cash or kind	(4,019		)	(5,576		)
Warranties issued and adjustments to preexisting warranties (1)	4,038			5,925
Liabilities assumed in acquisition	44			0
Ending balance	$	13,563		$	16,007

(1) Changes in cost estimates related to preexisting warranties are aggregated with accruals for new standard warranties issued and foreign currency changes.

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EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Jul. 04, 2015	Apr. 04, 2015
Shares
Beginning Balance, Shares	775
Granted (in shares)	0
Exercised (in shares)	(7)
Forfeited or expired (in shares)	(24)
Ending Balance, Shares	744	775
Exercisable at end of period (in shares)	540
Weighted-Average Exercise Price Per Share
Beginning Balance, Weighted-average Exercise Price (in dollars per share)	$ 84.93
Exercised (in dollars per share)	41.30
Forfeited or expired (in dollars per share)	98.15
Ending Balance, Weighted-average Exercise Price (in dollars per share)	84.94	$ 84.93
Stock Options and Stock Appreciation Rights Exercisable, Weighted- Average Exercise Price (in dollars per share)	$ 83.20
Weighted-Average Remaining Contractual Term
ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAndStockAppreciationRightsOutstandingWeightedAverageRemainingContractualTerm	5 years 6 months	5 years 9 months 18 days
ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAndStockAppreciationRightsOutstandingWeightedAverageRemainingContractualTerm	5 years 6 months	5 years 9 months 18 days
Exercisable at end of period	4 years 9 months 18 days
Aggregate Intrinsic Value
Beginning of period	$ 10,714
Exercised	244
End of period	7,667	$ 10,714
Exercisable at end of period	$ 7,664

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

6 Months Ended

Jul. 04, 2015

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Schedule of changes in the balances of each component of accumulated other comprehensive income, net of taxes

The following tables illustrate changes in the balances of each component of accumulated other comprehensive income (loss), net of taxes (in thousands):

	For the 13 Weeks Ended July 4, 2015
	Currency			Cash Flow Hedges
	Translation			Forward			Interest			Pension
	Adjustments			Contracts			Rate Swaps			Plan			Total
Beginning balance	$	(60,747	)	$	19,315		$	(4,776	)	$	(3,647	)	$	(49,855	)
Other comprehensive income (loss) before reclassifications	5,559			2,701			10,460			0			18,720
Tax (expense) benefit	0			253			(3,812		)	0			(3,559		)
Amounts reclassed from accumulated other comprehensive income	0			10,555			4,604			0			15,159
Tax (expense) benefit	0			(3,634		)	(1,677		)	0			(5,311		)
Total other comprehensive income (loss)	5,559			(3,967		)	3,721			0			5,313
Ending balance	$	(55,188	)	$	15,348		$	(1,055	)	$	(3,647	)	$	(44,542	)

	For the 13 Weeks Ended July 5, 2014
	Currency		Cash Flow Hedges									Net
	Translation Adjustments		Forward Contracts			Interest Rate Swap			Pension Plan			Investment Hedges			Total
Beginning balance	$	37,027	$	(1,941	)	$	(179	)	$	736		$	162		$	35,805
Other comprehensive income (loss) before reclassifications	1,524		(1,834		)	(912		)	(2,946		)	155			(4,013		)
Tax (expense) benefit	0		195			333			(347		)	(60		)	121
Amounts reclassed from accumulated other comprehensive income	0		(1,570		)	(691		)	0			0			(2,261		)
Tax (expense) benefit	0		537			252			0			0			789
Total other comprehensive income (loss)	1,524		(606		)	(140		)	(3,293		)	95			(2,420		)
Ending balance	$	38,551	$	(2,547	)	$	(319	)	$	(2,557	)	$	257		$	33,385

	For the 26 Weeks Ended July 4, 2015
	Currency			Cash Flow Hedges
	Translation Adjustments			Forward Contracts			Interest Rate Swaps			Pension Plan			Total
Beginning balance	$	(27,241	)	$	14,980		$	(502	)	$	(3,647	)	$	(16,410	)
Other comprehensive income (loss) before reclassifications	(27,947		)	21,462			3,054			0			(3,431		)
Tax (expense) benefit	0			(5,965		)	(1,113		)	0			(7,078		)
Amounts reclassed from accumulated other comprehensive income	0			22,993			3,923			0			26,916
Tax (expense) benefit	0			(7,864		)	(1,429		)	0			(9,293		)
Total other comprehensive income (loss)	(27,947		)	368			(553		)	0			(28,132		)
Ending balance	$	(55,188	)	$	15,348		$	(1,055	)	$	(3,647	)	$	(44,542	)

	For the 27 Weeks Ended July 5, 2014
	Currency		Cash Flow Hedges									Net
	Translation Adjustments		Forward Contracts			Interest Rate Swap			Pension Plan			Investment Hedges			Total
Beginning balance	$	38,152	$	(2,091	)	$	(106	)	$	736		$	0		$	36,691
Other comprehensive income (loss) before reclassifications	399		(2,100		)	(1,760		)	(2,946		)	410			(5,997		)
Tax (expense) benefit	0		113			643			(347		)	(153		)	256
Amounts reclassed from accumulated other comprehensive income	0		(2,399		)	(1,424		)	0			0			(3,823		)
Tax (expense) benefit	0		868			520			0			0			1,388
Total other comprehensive income (loss)	399		(456		)	(213		)	(3,293		)	257			(3,306		)
Ending balance	$	38,551	$	(2,547	)	$	(319	)	$	(2,557	)	$	257		$	33,385

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EMPLOYEE BENEFIT PLANS (Tables)

6 Months Ended

Jul. 04, 2015

EMPLOYEE BENEFIT PLANS

Summary of stock options and stock appreciation rights activity

The following table summarizes stock options and stock appreciation rights activity during the Second Quarter:

					Weighted-
					Average
			Weighted-		Remaining	Aggregate
			Average		Contractual	Intrinsic
Stock Options and Stock Appreciation Rights	Shares		Exercise Price		Term	Value
	(in Thousands)				(in Years)	(in Thousands)
Outstanding at April 4, 2015	775		$	84.93	5.8	$	10,714
Granted	0
Exercised	(7	)	41.30			244
Forfeited or expired	(24	)	98.15
Outstanding at July 4, 2015	744		84.94		5.5	7,667
Exercisable at July 4, 2015	540		$	83.20	4.8	$	7,664

Summary of stock options and stock appreciation rights outstanding and exercisable

The following tables summarize information with respect to stock options and stock appreciation rights outstanding and exercisable at July 4, 2015:

Stock Options Outstanding					Stock Options Exercisable
				Weighted-
		Weighted-		Average		Weighted-
		Average		Remaining		Average
Range of	Number of	Exercise		Contractual	Number of	Exercise
Exercise Prices	Shares	Price		Term	Shares	Price
	(in Thousands)			(in Years)	(in Thousands)
$13.65 - $21.51	51	$	15.13	3.0	51	$	15.13
$30.71 - $67.10	93	36.32		3.5	93	36.32
$69.53 - $106.40	96	80.86		5.6	94	80.79
$106.89 - $131.46	165	128.10		6.2	165	128.10
Total	405	$	81.56	5.0	403	$	81.55

Stock Appreciation Rights Outstanding					Stock Appreciation Rights Exercisable
				Weighted-
		Weighted-		Average		Weighted-
		Average		Remaining		Average
Range of	Number of	Exercise		Contractual	Number of	Exercise
Exercise Prices	Shares	Price		Term	Shares	Price
	(in Thousands)			(in Years)	(in Thousands)
$13.65 - $21.51	17	$	13.65	1.7	17	$	13.65
$30.71 - $67.10	17	40.16		2.4	17	38.71
$69.53 - $106.40	197	84.25		6.9	43	90.35
$106.89 - $131.46	108	117.73		6.0	60	121.69
Total	339	$	88.98	6.1	137	$	88.08

Summary of restricted stock, restricted stock units and performance restricted stock units activity

The following table summarizes restricted stock, restricted stock unit and performance restricted stock unit activity during the Second Quarter:

			Weighted-Average
Restricted Stock, Restricted Stock Units			Grant Date Fair
and Performance Restricted Stock Units	Number of Shares		Value
	(in Thousands)
Nonvested at April 4, 2015	446		$	90.39
Granted	23		79.23
Vested	(16	)	103.84
Forfeited	(16	)	92.96
Nonvested at July 4, 2015	437		$	89.22

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INTANGIBLE AND OTHER ASSETS (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 04, 2015	Jul. 05, 2014	Jul. 04, 2015	Jul. 05, 2014
INTANGIBLE AND OTHER ASSETS
Amortization expense for intangible assets	$ 1,400	$ 1,300	$ 2,500	$ 2,600
Estimated aggregate future amortization expense by fiscal year
2015 (remaining)	2,441		2,441
2016	4,871		4,871
2017	4,613		4,613
2018	4,258		4,258
2019	4,163		4,163
2020	$ 3,655		$ 3,655

XML

EMPLOYEE BENEFIT PLANS (Details 2) - Jul. 04, 2015 - $ / shares shares in Thousands	Total
Stock options
Stock-based compensation plans disclosures
Stock Options Outstanding, Number Of Shares	405
Stock Options Outstanding, Weighted- Average Exercise Price (in dollars per share)	$ 81.56
Stock Options Outstanding, Weighted- Average Remaining Contractual Term	5 years
Stock Options Exercisable, Number Of Shares	403
Stock Options Exercisable, Weighted- Average Exercise Price (in dollars per share)	$ 81.55
Stock appreciation rights
Stock-based compensation plans disclosures
Stock Appreciation Rights Outstanding, Number Of Shares	339
Stock Appreciation Rights Outstanding, Weighted- Average Exercise Price (in dollars per share)	$ 88.98
Stock Appreciation Rights Outstanding, Weighted- Average Remaining Contractual Term	6 years 1 month 6 days
Stock Appreciation Rights Exercisable, Number Of Shares	137
Stock Appreciation Rights Exercisable, Weighted- Average Exercise Price (in dollars per share)	$ 88.08
Range Of Exercise Prices $13.65 - $21.51 | Stock options
Stock-based compensation plans disclosures
Stock Options Outstanding, lower range (in dollars per share)	13.65
Stock Options Outstanding, upper range (in dollars per share)	$ 21.51
Stock Options Outstanding, Number Of Shares	51
Stock Options Outstanding, Weighted- Average Exercise Price (in dollars per share)	$ 15.13
Stock Options Outstanding, Weighted- Average Remaining Contractual Term	3 years
Stock Options Exercisable, Number Of Shares	51
Stock Options Exercisable, Weighted- Average Exercise Price (in dollars per share)	$ 15.13
Range Of Exercise Prices $13.65 - $21.51 | Stock appreciation rights
Stock-based compensation plans disclosures
Stock Appreciation Rights Outstanding, lower range (in dollars per share)	13.65
Stock Appreciation Rights Outstanding, upper range (in dollars per share)	$ 21.51
Stock Appreciation Rights Outstanding, Number Of Shares	17
Stock Appreciation Rights Outstanding, Weighted- Average Exercise Price (in dollars per share)	$ 13.65
Stock Appreciation Rights Outstanding, Weighted- Average Remaining Contractual Term	1 year 8 months 12 days
Stock Appreciation Rights Exercisable, Number Of Shares	17
Stock Appreciation Rights Exercisable, Weighted- Average Exercise Price (in dollars per share)	$ 13.65
Range Of Exercise Prices $30.71 - $67.10 | Stock options
Stock-based compensation plans disclosures
Stock Options Outstanding, lower range (in dollars per share)	30.71
Stock Options Outstanding, upper range (in dollars per share)	$ 67.10
Stock Options Outstanding, Number Of Shares	93
Stock Options Outstanding, Weighted- Average Exercise Price (in dollars per share)	$ 36.32
Stock Options Outstanding, Weighted- Average Remaining Contractual Term	3 years 6 months
Stock Options Exercisable, Number Of Shares	93
Stock Options Exercisable, Weighted- Average Exercise Price (in dollars per share)	$ 36.32
Range Of Exercise Prices $30.71 - $67.10 | Stock appreciation rights
Stock-based compensation plans disclosures
Stock Appreciation Rights Outstanding, lower range (in dollars per share)	30.71
Stock Appreciation Rights Outstanding, upper range (in dollars per share)	$ 67.10
Stock Appreciation Rights Outstanding, Number Of Shares	17
Stock Appreciation Rights Outstanding, Weighted- Average Exercise Price (in dollars per share)	$ 40.16
Stock Appreciation Rights Outstanding, Weighted- Average Remaining Contractual Term	2 years 4 months 24 days
Stock Appreciation Rights Exercisable, Number Of Shares	17
Stock Appreciation Rights Exercisable, Weighted- Average Exercise Price (in dollars per share)	$ 38.71
Range Of Exercise Prices $69.53 - $106.40 | Stock options
Stock-based compensation plans disclosures
Stock Options Outstanding, lower range (in dollars per share)	69.53
Stock Options Outstanding, upper range (in dollars per share)	$ 106.40
Stock Options Outstanding, Number Of Shares	96
Stock Options Outstanding, Weighted- Average Exercise Price (in dollars per share)	$ 80.86
Stock Options Outstanding, Weighted- Average Remaining Contractual Term	5 years 7 months 6 days
Stock Options Exercisable, Number Of Shares	94
Stock Options Exercisable, Weighted- Average Exercise Price (in dollars per share)	$ 80.79
Range Of Exercise Prices $69.53 - $106.40 | Stock appreciation rights
Stock-based compensation plans disclosures
Stock Appreciation Rights Outstanding, lower range (in dollars per share)	69.53
Stock Appreciation Rights Outstanding, upper range (in dollars per share)	$ 106.40
Stock Appreciation Rights Outstanding, Number Of Shares	197
Stock Appreciation Rights Outstanding, Weighted- Average Exercise Price (in dollars per share)	$ 84.25
Stock Appreciation Rights Outstanding, Weighted- Average Remaining Contractual Term	6 years 10 months 24 days
Stock Appreciation Rights Exercisable, Number Of Shares	43
Stock Appreciation Rights Exercisable, Weighted- Average Exercise Price (in dollars per share)	$ 90.35
Range Of Exercise Prices $106.89 - $131.46 | Stock options
Stock-based compensation plans disclosures
Stock Options Outstanding, lower range (in dollars per share)	106.89
Stock Options Outstanding, upper range (in dollars per share)	$ 131.46
Stock Options Outstanding, Number Of Shares	165
Stock Options Outstanding, Weighted- Average Exercise Price (in dollars per share)	$ 128.10
Stock Options Outstanding, Weighted- Average Remaining Contractual Term	6 years 2 months 12 days
Stock Options Exercisable, Number Of Shares	165
Stock Options Exercisable, Weighted- Average Exercise Price (in dollars per share)	$ 128.10
Range Of Exercise Prices $106.89 - $131.46 | Stock appreciation rights
Stock-based compensation plans disclosures
Stock Appreciation Rights Outstanding, lower range (in dollars per share)	106.89
Stock Appreciation Rights Outstanding, upper range (in dollars per share)	$ 131.46
Stock Appreciation Rights Outstanding, Number Of Shares	108
Stock Appreciation Rights Outstanding, Weighted- Average Exercise Price (in dollars per share)	$ 117.73
Stock Appreciation Rights Outstanding, Weighted- Average Remaining Contractual Term	6 years
Stock Appreciation Rights Exercisable, Number Of Shares	60
Stock Appreciation Rights Exercisable, Weighted- Average Exercise Price (in dollars per share)	$ 121.69

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SEGMENT INFORMATION (Tables)

6 Months Ended

Jul. 04, 2015

SEGMENT INFORMATION

Summary information by operating segment

Summary information by operating segment was as follows (in thousands):

	For the 13 Weeks Ended					For the 13 Weeks Ended
	July 4, 2015					July 5, 2014
	Net Sales		Operating Income			Net Sales		Operating Income
Americas	$	386,088	$	86,033		$	380,699	$	88,786
Europe	227,923		41,814			258,987		46,770
Asia	125,964		20,555			134,134		27,172
Corporate			(77,968		)			(77,970		)
Consolidated	$	739,975	$	70,434		$	773,820	$	84,758

	For the 26 Weeks Ended					For the 27 Weeks Ended
	July 4, 2015					July 5, 2014
	Net Sales		Operating Income			Net Sales		Operating Income
Americas	$	752,684	$	162,533		$	763,360	$	187,856
Europe	462,179		79,152			519,340		99,278
Asia	250,197		41,051			267,665		58,070
Corporate			(156,147		)			(155,747		)
Consolidated	$	1,465,060	$	126,589		$	1,550,365	$	189,457

	July 4, 2015				January 3, 2015
	Long-Term Assets		Total Assets		Long-Term Assets		Total Assets
Americas	$	262,507	$	772,618	$	263,324	$	809,548
Europe	202,586		488,965		220,742		561,486
Asia	54,993		213,381		57,508		233,881
Corporate	173,016		584,477		176,124		602,637
Total	$	693,102	$	2,059,441	$	717,698	$	2,207,552

Schedule of revenue for each class of similar products

The following tables reflect net sales for each class of similar products in the periods presented (in thousands, except percentage data):

	For the 13 Weeks Ended				For the 13 Weeks Ended
	July 4, 2015				July 5, 2014
	Net Sales		Percentage of Total		Net Sales		Percentage of Total
Watches	$	575,804	77.8	%	$	611,208	79.0	%
Leathers	89,380		12.1		87,325		11.3
Jewelry	55,780		7.5		56,183		7.2
Other	19,011		2.6		19,104		2.5
Total	$	739,975	100.0	%	$	773,820	100.0	%

	For the 26 Weeks Ended				For the 27 Weeks Ended
	July 4, 2015				July 5, 2014
	Net Sales		Percentage of Total		Net Sales		Percentage of Total
Watches	$	1,127,661	77.0	%	$	1,212,596	78.2	%
Leathers	182,306		12.4		187,047		12.1
Jewelry	118,767		8.1		112,701		7.3
Other	36,326		2.5		38,021		2.4
Total	$	1,465,060	100.0	%	$	1,550,365	100.0	%

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DERIVATIVES AND RISK MANAGEMENT (Tables)

6 Months Ended

Jul. 04, 2015

DERIVATIVES AND RISK MANAGEMENT

Schedule of outstanding forward contracts

As of July 4, 2015, the Company had the following outstanding forward contracts designated as cash flow hedges that were entered into to hedge the future payments of intercompany inventory transactions (in millions):

Functional Currency		Contract Currency
Type	Amount	Type	Amount
Euro	209.3	U.S. dollar	250.2
British pound	41.9	U.S. dollar	65.9
Canadian dollar	51.5	U.S. dollar	42.9
Japanese yen	3,788.1	U.S. dollar	32.7
Mexican peso	306.6	U.S. dollar	19.9
Australian dollar	19.0	U.S. dollar	14.7

Schedule of effective portion of gains and losses on derivative instruments recognized in other comprehensive income (loss), net of taxes

The effective portion of gains and losses on derivative instruments that were recognized in other comprehensive income (loss), net of taxes during the Second Quarter, Prior Year Quarter, Year To Date Period and Prior Year YTD Period are set forth below (in thousands):

	For the 13		For the 13
	Weeks Ended		Weeks Ended
	July 4, 2015		July 5, 2014
Cash flow hedges:
Forward contracts	$	2,954	$	(1,639	)
Interest rate swaps	6,648		(579		)
Net investment hedge:
Forward contract	0		95
Total gain (loss) recognized in other comprehensive income (loss), net of taxes	$	9,602	$	(2,123	)

	For the 26		For the 27
	Weeks Ended		Weeks Ended
	July 4, 2015		July 5, 2014
Cash flow hedges:
Forward contracts	$	15,497	$	(1,987	)
Interest rate swaps	1,941		(1,117		)
Net investment hedge:
Forward contract	0		257
Total gain (loss) recognized in other comprehensive income (loss), net of taxes	$	17,438	$	(2,847	)

Schedule of effective portion of gains and losses on derivative instruments designated and qualifying as cash flow hedges recorded in other comprehensive income (loss), net of taxes during the term of the hedging relationship and reclassified into earnings and gains and losses on derivatives not designated as hedging instruments recorded

The following table illustrates the effective portion of gains and losses on derivative instruments recorded in other comprehensive income (loss), net of taxes during the term of the hedging relationship and reclassified into earnings, and gains and losses on derivatives not designated as hedging instruments recorded directly to earnings during the Second Quarter, Prior Year Quarter, Year To Date Period and Prior Year YTD Period (in thousands):

	Condensed Consolidated
	Statements of Income		For the 13			For the 13
	and Comprehensive	Effect of Derivative	Weeks Ended			Weeks Ended
Derivative Instruments	Income Location	Instruments	July 4, 2015			July 5, 2014
Forward contracts designated as cash flow hedging instruments	Other income (expense)-net	Total gain (loss) reclassified from other comprehensive income (loss)	$	6,921		$	(1,033	)
Forward contracts not designated as hedging instruments	Other income (expense)-net	Total gain (loss) recognized in income	$	(9	)	0
Interest rate swap designated as a cash flow hedging instrument	Interest expense	Total gain (loss) reclassified from other comprehensive income (loss)	$	(404	)	$	(439	)
Interest rate swap designated as a cash flow hedging instrument	Other income (expense)-net	Total gain (loss) reclassified from other comprehensive income (loss)	$	3,331		0

	Condensed Consolidated
	Statements of Income		For the 26			For the 27
	and Comprehensive	Effect of Derivative	Weeks Ended			Weeks Ended
Derivative Instruments	Income Location	Instruments	July 4, 2015			July 5, 2014
Forward contracts designated as cash flow hedging instruments	Other income (expense)-net	Total gain (loss) reclassified from other comprehensive income (loss)	$	15,129		$	(1,531	)
Forward contracts not designated as hedging instruments	Other income (expense)-net	Total gain (loss) recognized in income	$	80		$	(148	)
Interest rate swap designated as a cash flow hedging instrument	Interest expense	Total gain (loss) reclassified from other comprehensive income (loss)	$	(837	)	$	(904	)
Interest rate swap designated as a cash flow hedging instrument	Other income (expense)-net	Total gain (loss) reclassified from other comprehensive income (loss)	$	3,331		0

Schedule of fair value amounts for derivative instruments as separate asset and liability values on a gross basis and their location on condensed consolidated balance sheets

The following table discloses the fair value amounts for the Company’s derivative instruments as separate asset and liability values, presents the fair value of derivative instruments on a gross basis, and identifies the line items in the condensed consolidated balance sheets in which the fair value amounts for these categories of derivative instruments are included (in thousands):

Asset Derivatives

Liability Derivatives

July 4, 2015

January 3, 2015

July 4, 2015

January 3, 2015

Condensed

Condensed

Condensed

Condensed

Consolidated

Consolidated

Consolidated

Consolidated

Balance Sheets

Fair

Balance Sheets

Fair

Balance Sheets

Fair

Balance Sheets

Fair

Derivative Instruments

Location

Value

Location

Value

Location

Value

Location

Value

Forward contracts designated as cash flow hedging instruments

Prepaid expenses and other current assets

$

22,887

Prepaid expenses and other current assets

$

25,867

Accrued expenses- other

$

1,021

Accrued expenses- other

$

0

Forward contracts not designated as cash flow hedging instruments

Prepaid expenses and other current assets

123

Prepaid expenses and other current assets

0

Accrued expenses- other

0

Accrued expenses- other

0

Interest rate swap designated as a cash flow hedging instrument

Prepaid expenses and other current assets

0

Prepaid expenses and other current assets

0

Accrued expenses- other

1,991

Accrued expenses- other

2,157

Forward contracts designated as cash flow hedging instruments

Intangible and other assets-net

664

Intangible and other assets-net

1,802

Other long-term liabilities

246

Other long-term liabilities

0

Interest rate swap designated as a cash flow hedging instrument

Intangible and other assets-net

743

Intangible and other assets-net

1,724

Other long-term liabilities

412

Other long-term liabilities

357

Total

$

24,417

$

29,393

$

3,670

$

2,514

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INVENTORIES

6 Months Ended

Jul. 04, 2015

INVENTORIES

INVENTORIES

3. INVENTORIES

Inventories consisted of the following (in thousands):

	July 4,		January 3,
	2015		2015
Components and parts	$	58,942	$	48,797
Work-in-process	9,352		13,719
Finished goods	601,040		534,765
Inventories	$	669,334	$	597,281

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jul. 04, 2015

FAIR VALUE MEASUREMENTS

Schedule of the fair value hierarchy of assets and liabilities measured at fair value on a recurring basis

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of July 4, 2015 (in thousands):

	Fair Value at July 4, 2015
	Level 1		Level 2		Level 3		Total
Assets:
Forward contracts	$	0	$	23,674	$	0	$	23,674
Deferred compensation plan assets:
Investment in publicly traded mutual funds	2,515		0		0		2,515
Interest rate swaps	0		743		0		743
Total	$	2,515	$	24,417	$	0	$	26,932
Liabilities:
Contingent consideration	$	0	$	0	$	4,929	$	4,929
Forward contracts	0		1,267		0		1,267
Interest rate swaps	0		2,403		0		2,403
Total	$	0	$	3,670	$	4,929	$	8,599

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of January 3, 2015 (in thousands):

	Fair Value at January 3, 2015
	Level 1		Level 2		Level 3		Total
Assets:
Forward contracts	$	0	$	27,669	$	0	$	27,669
Deferred compensation plan assets:
Investment in publicly traded mutual funds	2,477		0		0		2,477
Interest rate swap	0		1,724		0		1,724
Total	$	2,477	$	29,393	$	0	$	31,870
Liabilities:
Contingent consideration	$	0	$	0	$	7,114	$	7,114
Interest rate swap	0		2,514		0		2,514
Total	$	0	$	2,514	$	7,114	$	9,628

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INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 04, 2015	Jul. 05, 2014	Jul. 04, 2015	Jul. 05, 2014
INCOME TAXES
Income tax expense	$ 22,894	$ 24,875	$ 41,417	$ 56,355
Income tax rate (as a percent)	28.70%	31.20%	29.80%	31.20%
Unrecognized tax benefits	$ 13,100		$ 13,100
Unrecognized tax benefits that would impact effective tax rate	10,300		10,300
Unrecognized tax benefits excluding interest and penalties	1,700		1,700
Total amount of accrued income tax-related interest	1,700		1,700
Penalties accrued	400		400
Accrued income tax-related interest expense	200		400
Expected tax refund	$ 2,200		$ 2,200

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FAIR VALUE MEASUREMENTS (Details) $ in Thousands, € in Millions	3 Months Ended	12 Months Ended
	Jul. 04, 2015 EUR (€)	Jan. 02, 2016 EUR (€)	Jan. 02, 2016 USD ($)	Jul. 04, 2015 USD ($)	Jan. 03, 2015 USD ($)
Liabilities:
Contingent consideration	€ 1.5			$ 1,700
Payment towards contingent consideration | €	€ 1.9
Level 3 | Contingent consideration, Fossil Spain
Liabilities:
Contingent consideration		€ 3.5	$ 3,900
Projected operating expenses as a percentage of revenues		25.00%
Discount rate (as a percent)		19.00%
Level 3 | Minimum | Contingent consideration, Fossil Spain
Liabilities:
Future revenue growth for 2015 (as a percent)		18.00%
Fair Value Measurement, Recurring Basis | Level 1
Assets:
Forward contracts				0	$ 0
Investment in publicly traded mutual funds				2,515	2,477
Interest rate swaps				0	0
Total				2,515	2,477
Liabilities:
Contingent consideration				0	0
Forward contracts				0
Interest rate swaps				0	0
Total				0	0
Fair Value Measurement, Recurring Basis | Level 2
Assets:
Forward contracts				23,674	27,669
Investment in publicly traded mutual funds				0	0
Interest rate swaps				743	1,724
Total				24,417	29,393
Liabilities:
Contingent consideration				0	0
Forward contracts				1,267
Interest rate swaps				2,403	2,514
Total				3,670	2,514
Fair Value Measurement, Recurring Basis | Level 3
Assets:
Forward contracts				0	0
Investment in publicly traded mutual funds				0	0
Interest rate swaps				0	0
Total				0	0
Liabilities:
Contingent consideration				4,929	7,114
Forward contracts				0
Interest rate swaps				0	0
Total				4,929	7,114
Fair Value Measurement, Recurring Basis | Total
Assets:
Forward contracts				23,674	27,669
Investment in publicly traded mutual funds				2,515	2,477
Interest rate swaps				743	1,724
Total				26,932	31,870
Liabilities:
Contingent consideration				4,929	7,114
Forward contracts				1,267
Interest rate swaps				2,403	2,514
Total				$ 8,599	$ 9,628

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jul. 04, 2015	Jan. 03, 2015
Current assets:
Cash and cash equivalents	$ 249,864	$ 276,261
Accounts receivable-net of allowances of $61,773 and $80,047, respectively	254,517	430,498
Inventories	669,334	597,281
Deferred income tax assets-net	34,833	34,084
Prepaid expenses and other current assets	157,791	151,730
Total current assets	1,366,339	1,489,854
Property, plant and equipment-net of accumulated depreciation of $377,782 and $360,191, respectively	329,160	345,606
Goodwill	197,741	197,728
Intangible and other assets-net	166,201	174,364
Total long-term assets	693,102	717,698
Total assets	2,059,441	2,207,552
Current liabilities:
Accounts payable	161,380	159,267
Short-term and current portion of long-term debt	20,288	16,646
Accrued expenses:
Compensation	59,593	50,776
Royalties	21,224	54,013
Co-op advertising	17,504	28,591
Transaction taxes	15,552	35,301
Other	71,068	75,609
Income taxes payable	15,301	26,626
Total current liabilities	381,910	446,829
Long-term income taxes payable	13,540	16,610
Deferred income tax liabilities	87,395	87,860
Long-term debt	674,445	613,659
Other long-term liabilities	57,749	58,793
Total long-term liabilities	$ 833,129	$ 776,922
Commitments and contingencies (Note 13)
Stockholders' equity:
Common stock, 48,291 and 50,771 shares issued and outstanding at July 4, 2015 and January 3, 2015, respectively	$ 483	$ 508
Additional paid-in capital	178,633	171,669
Retained earnings	698,372	822,093
Accumulated other comprehensive income (loss)	(44,542)	(16,410)
Total Fossil Group, Inc. stockholders' equity	832,946	977,860
Noncontrolling interest	11,456	5,941
Total stockholders' equity	844,402	983,801
Total liabilities and stockholders' equity	$ 2,059,441	$ 2,207,552

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EMPLOYEE BENEFIT PLANS (Details 3) - 3 months ended Jul. 04, 2015 - Restricted stock ,Restricted stock units and Performance restricted stock units - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	Total
Nonvested, Number of Shares
Nonvested, beginning balance (in shares)	446
Granted (in shares)	23
Vested (in shares)	(16)
Forfeited (in shares)	(16)
Nonvested, ending balance (in shares)	437
Nonvested, Weighted-Average Grant Date Fair Value
Nonvested, beginning balance (in dollars per share)	$ 90.39
Granted (in dollars per share)	79.23
Vested (in dollars per share)	103.84
Forfeited (in dollars per share)	92.96
Nonvested, ending balance (in dollars per share)	$ 89.22
Fair value of restricted stock and restricted stock units, vested	$ 1.3

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FINANCIAL STATEMENT POLICIES

6 Months Ended

Jul. 04, 2015

FINANCIAL STATEMENT POLICIES

FINANCIAL STATEMENT POLICIES

1. FINANCIAL STATEMENT POLICIES

Basis of Presentation. The condensed consolidated financial statements include the accounts of Fossil Group, Inc., a Delaware corporation, and its wholly and majority-owned subsidiaries (the “Company”).

The condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s financial position as of July 4, 2015, and the results of operations for the thirteen-week periods ended July 4, 2015 (“Second Quarter”) and July 5, 2014 (“Prior Year Quarter”), respectively, and the twenty-six week period ended July 4, 2015 (“Year To Date Period”) and the twenty-seven week period ended July 5, 2014 (“Prior Year YTD Period”).  All adjustments are of a normal, recurring nature.  The Company’s fiscal year periodically results in a 53-week year instead of a normal 52-week year. The prior fiscal year ended January 3, 2015 was a 53-week year, with the additional week included in the first quarter of the fiscal year. Accordingly, the information presented herein includes twenty-six weeks of operations for the Year To Date Period as compared to twenty-seven weeks included in the Prior Year YTD Period.

Effective during the first quarter of the current fiscal year, the Company made changes to the presentation of its reportable segments to reflect changes in the way its chief operating decision maker evaluates the performance of its operations, develops strategy and allocates capital resources. The Company has realigned its operating structure. Strategic and brand directions are set centrally and regional management is now fully empowered and responsible to drive those strategies and brand directions across all brands and channels within their regions. As part of the new operating structure, the regional teams manage both the wholesale and retail businesses within their regions whereas previously the retail business was managed globally. Additionally, with the implementation of new reporting systems, the Company has the ability to extract discrete financial information that aligns with its operating structure and is consistent with how management now evaluates the business performance. The Company’s reportable segments now consist of the following: (i) Americas, (ii) Europe and (iii) Asia. Prior to the Company’s first quarter fiscal 2015 Form 10-Q, as reported in the 2014 Form 10-K (as defined below), the Company’s reportable segments consisted of the following: (i) North America wholesale, (ii) Europe wholesale, (iii) Asia Pacific wholesale and (iv) Direct to consumer.

These changes to the Company’s reportable segments include the following:

(1) Reclassification of the Company’s retail, e-commerce and catalog activities, all of which were previously recorded within the Company’s Direct to consumer segment, to the Americas, Europe and Asia segments based on the geographic location of the activities.

(2) The Company’s wholesale operations in North America, Europe and Asia Pacific previously recorded within the North America wholesale, Europe wholesale and Asia Pacific wholesale segments, respectively, have been reclassified to the Americas, Europe and Asia segments, respectively.

(3) Intercompany profit attributable to the Company’s factory operations was previously included in the Asia Pacific wholesale and Europe wholesale segments in accordance with the geographic location of the factories, and is now eliminated from all reporting segments.

(4) Certain corporate costs are not allocated to the various segments because they are managed at the corporate level for internal purposes. Prior to the change in reporting segments, these expenses included, and after the change in reporting segments, continue to include, general corporate expenses, including certain administrative, legal, accounting, technology support costs, equity compensation costs and payroll costs attributable to executive management. Additionally, certain brand management, product development, art, creative/product design, marketing and back office supply chain expenses which were previously included in North America wholesale, Europe wholesale, Asia Pacific wholesale and Direct to consumer segments prior to the change in reporting segments are now reported in corporate. Conversely, certain back office costs reported in corporate prior to the change in reporting segments are now included in the various reporting segments in which they are now managed.

The Company’s historical segment disclosures have been recast to be consistent with the current presentation.

These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K filed by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the fiscal year ended January 3, 2015 (the “2014 Form 10-K”). Operating results for the Second Quarter and Year To Date Period are not necessarily indicative of the results to be achieved for the full fiscal year.

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods reported. Actual results could differ from those estimates. The Company has not made any changes in its significant accounting policies from those disclosed in the 2014 Form 10-K. Certain prior year amounts have been reclassified to conform to the current year presentation.

Business. The Company is a global design, marketing and distribution company that specializes in consumer fashion accessories. Its principal offerings include an extensive line of men’s and women’s fashion watches and jewelry, handbags, small leather goods, belts, sunglasses, soft accessories and select apparel. In the watch and jewelry product categories, the Company has a diverse portfolio of globally recognized owned and licensed brand names under which its products are marketed. The Company’s products are distributed globally through various distribution channels, including wholesale in countries where it has a physical presence, direct to the consumer through its retail stores and commercial websites and through third-party distributors in countries where the Company does not maintain a physical presence. The Company’s products are offered at varying price points to meet the needs of its customers, whether they are value-conscious or luxury oriented. Based on its extensive range of accessory products, brands, distribution channels and price points, the Company is able to target style-conscious consumers across a wide age spectrum on a global basis.

Hedging Instruments. The Company is exposed to certain market risks relating to foreign exchange rates and interest rates. The Company actively monitors and attempts to manage these exposures using derivative instruments including foreign currency forward contracts and interest rate swaps. The Company’s foreign subsidiaries periodically enter into foreign exchange forward contracts to hedge the future payment of intercompany inventory transactions denominated in U.S. dollars. If the Company was to settle its euro, British pound, Canadian dollar, Japanese yen, Australian dollar and Mexican peso forward contracts as of July 4, 2015, the net result would have been a net gain of approximately $14.6 million, net of taxes. To help protect against adverse existing and forecasted fluctuations in interest rates, the Company has entered into interest rate swap agreements to effectively convert portions of its existing and forecasted variable rate debt obligations to fixed rates. To reduce exposure to changes in currency exchange rates adversely affecting the Company’s investment in a euro-denominated subsidiary, the Company entered into a forward contract designated as a net investment hedge that was settled during the Prior Year Quarter. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. See “Note 10—Derivatives and Risk Management” for additional disclosures about the Company’s use of derivatives.

Operating expenses. Operating expenses include selling, general and administrative expenses (“SG&A”) and restructuring charges. SG&A expenses include selling and distribution expenses primarily consisting of sales and distribution labor costs, sales distribution center and warehouse facility costs, depreciation expense related to sales distribution and warehouse facilities, the four-wall operating costs of the Company’s retail stores, point-of-sale expenses, advertising expenses and art, design and product development labor costs. SG&A also includes general and administrative expenses primarily consisting of administrative support labor and “back office” or support costs such as treasury, legal, information services, accounting, internal audit, human resources, executive management costs and costs associated with stock-based compensation. Restructuring charges include costs to reorganize, refine and optimize the Company’s infrastructure and store closures. See “Note 15—Restructuring” for additional information on the Company’s restructuring plan.

Earnings Per Share (“EPS”). Basic EPS is based on the weighted average number of common shares outstanding during each period. Diluted EPS adjusts basic EPS for the effects of dilutive common stock equivalents outstanding during each period using the treasury stock method.

The following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS (in thousands, except per share data):

	For the 13		For the 13		For the 26		For the 27
	Weeks Ended		Weeks Ended		Weeks Ended		Weeks Ended
	July 4, 2015		July 5, 2014		July 4, 2015		July 5, 2014
Numerator:
Net income attributable to Fossil Group, Inc	$	54,648	$	52,517	$	92,718	$	118,860
Denominator:
Basic EPS computation:
Basic weighted average common shares outstanding	48,634		53,494		49,464		53,821
Basic EPS	$	1.12	$	0.98	$	1.87	$	2.21
Diluted EPS computation:
Basic weighted average common shares outstanding	48,634		53,494		49,464		53,821
Effect of stock options, stock appreciation rights, restricted stock units and performance restricted stock units	110		184		151		207
Diluted weighted average common shares outstanding	48,744		53,678		49,615		54,028
Diluted EPS	$	1.12	$	0.98	$	1.87	$	2.20

Approximately 569,000, 400,000, 334,000 and 302,000 weighted average common shares issuable under stock-based awards were not included in the diluted EPS calculation at the end of the Second Quarter, Year To Date Period, Prior Year Quarter and Prior Year YTD Period, respectively, because they were antidilutive.

Recently Issued Accounting Standards. In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 affects reporting entities that measure inventory using first-in, first-out or average cost. Specifically, ASU 2015-11 requires that inventory be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for annual periods beginning after December 15, 2016, with early adoption permitted. This standard will not have a material impact on the Company’s consolidated results of operations or financial position.

In April 2015, FASB issued ASU 2015-04, Compensation—Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets (“ASU 2015-04”). ASU 2015-04 provides an entity with a fiscal year-end that does not coincide with a month-end a practical expedient that allows the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. If an entity has a significant event in an interim period that requires the remeasurement of defined benefit plan assets and obligations such as a partial settlement, ASU 2015-04 also provides a practical expedient that permits the entity to remeasure defined benefit plan assets and obligations using the month-end that is closest to the date of the significant event and adjust for any effects of the significant event not captured in the month-end measurement. If an entity applies the practical expedient and a contribution is made between the month-end date used for measurement and the entity’s fiscal year-end, the entity should disclose the amount of the contribution to allow reconciliation of the fair value of plan assets in the fair value hierarchy to the ending balance of the fair value of plan assets. ASU 2015-04 is effective for annual periods beginning after December 15, 2015 with early adoption permitted. This standard will not have a material impact on the Company’s consolidated results of operations or financial position.

In April 2015, FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 with early adoption permitted. This standard will not have a material impact on the Company’s consolidated results of operations or financial position.

In January 2015, FASB issued ASU 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (“ASU 2015-01”). ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items as part of its initiative to reduce complexity in accounting standards. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for annual periods beginning after December 15, 2015 with early adoption permitted. This standard will not have a material impact on the Company’s consolidated results of operations or financial position.

In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), to provide guidance on management’s responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern and to provide related disclosure. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. This standard will not have a material impact on the Company’s consolidated results of operations or financial position.

In June 2014, FASB issued ASU 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“ASU 2014-12”). ASU 2014-12 requires that a performance target, that affects vesting and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015, with early adoption permitted. The Company is evaluating the effect of adopting ASU 2014-12, but does not expect that adoption will have a material impact on the Company’s consolidated results of operations or financial position.

In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, FASB deferred the effective date of ASU 2014-09.  The new revenue standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 and allows either a full retrospective adoption to all periods presented or a modified retrospective adoption approach with the cumulative effect of initial application of the revised guidance recognized at the date of initial application. Early adoption is permitted for periods beginning after December 15, 2016. The Company is evaluating the effect of adopting ASU 2014-09, but does not expect that adoption will have a material impact on the Company’s consolidated results of operations or financial position.

Recently Adopted Accounting Standards. In accordance with U.S. GAAP, the following provision, which had no material impact on the Company’s financial position, results of operations or cash flows, was adopted effective the first quarter of fiscal year 2015: ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.

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FINANCIAL STATEMENT POLICIES (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Jul. 04, 2015	Jul. 04, 2015	Jul. 05, 2014	Jul. 04, 2015	Jul. 05, 2014
Hedging Instruments
Unrealized net gain on foreign currency forward contracts, if settled	$ 14,600
Numerator:
Net income attributable to Fossil Group, Inc.		$ 54,648	$ 52,517	$ 92,718	$ 118,860
Denominator:
Basic weighted average common shares outstanding		48,634,000	53,494,000	49,464,000	53,821,000
Basic EPS (in dollars per share)		$ 1.12	$ 0.98	$ 1.87	$ 2.21
Diluted EPS computation:
Basic weighted average common shares outstanding		48,634,000	53,494,000	49,464,000	53,821,000
Effect of stock options, stock appreciation rights, restricted stock units and performance restricted stock units		110,000	184,000	151,000	207,000
Diluted weighted average common shares outstanding		48,744,000	53,678,000	49,615,000	54,028,000
Diluted EPS (in dollars per share)		$ 1.12	$ 0.98	$ 1.87	$ 2.20
Other EPS Disclosures
Shares issuable under stock-based awards not included in the diluted EPS calculation		569,000	334,000	400,000	302,000

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FINANCIAL STATEMENT POLICIES (Tables)

6 Months Ended

Jul. 04, 2015

FINANCIAL STATEMENT POLICIES

Numerators and denominators used in the computations of both basic and diluted EPS

The following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS (in thousands, except per share data):

	For the 13		For the 13		For the 26		For the 27
	Weeks Ended		Weeks Ended		Weeks Ended		Weeks Ended
	July 4, 2015		July 5, 2014		July 4, 2015		July 5, 2014
Numerator:
Net income attributable to Fossil Group, Inc	$	54,648	$	52,517	$	92,718	$	118,860
Denominator:
Basic EPS computation:
Basic weighted average common shares outstanding	48,634		53,494		49,464		53,821
Basic EPS	$	1.12	$	0.98	$	1.87	$	2.21
Diluted EPS computation:
Basic weighted average common shares outstanding	48,634		53,494		49,464		53,821
Effect of stock options, stock appreciation rights, restricted stock units and performance restricted stock units	110		184		151		207
Diluted weighted average common shares outstanding	48,744		53,678		49,615		54,028
Diluted EPS	$	1.12	$	0.98	$	1.87	$	2.20

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ACQUISITION AND GOODWILL (Details) $ in Thousands, € in Millions	Feb. 01, 2015 USD ($)	Jul. 04, 2015 EUR (€)	Jul. 04, 2015 USD ($)	Jan. 03, 2015 USD ($)
Business Acquisition
Goodwill			$ 197,741	$ 197,728
Contingent consideration		€ 1.5	$ 1,700
Fossil Accessories South Africa | S Keren Watch Group (SKWG)
Business Acquisition
Percentage ownership acquired	51.00%
Purchase price paid in cash	$ 4,800
Period of partnership with Company	23 years
Goodwill	$ 4,500

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INVENTORIES (Tables)

6 Months Ended

Jul. 04, 2015

INVENTORIES

Schedule of inventories

Inventories consisted of the following (in thousands):

	July 4,		January 3,
	2015		2015
Components and parts	$	58,942	$	48,797
Work-in-process	9,352		13,719
Finished goods	601,040		534,765
Inventories	$	669,334	$	597,281

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ACQUISITION AND GOODWILL

6 Months Ended

Jul. 04, 2015

ACQUISITION AND GOODWILL

ACQUISITION AND GOODWILL

2. ACQUISITION AND GOODWILL

Fossil Accessories South Africa Acquisition. On February 1, 2015, the Company closed a share purchase agreement with S. Keren Watch Group (“SKWG”), pursuant to which the Company acquired 51% ownership in the Cape Town, South Africa-based distributor for approximately $4.8 million in cash, net of cash acquired and including working capital adjustments (the “SKWG Acquisition”). SKWG had been a distribution partner for the Company for over 23 years, representing all Fossil brands and most of the Company’s licensed brands in South Africa. Upon closing of the share purchase, SKWG was renamed Fossil Accessories South Africa Pty, Ltd. The Company recorded $4.5 million of goodwill related to the acquisition.

Goodwill is the excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed. The changes in the carrying amount of goodwill, which is not subject to amortization, were as follows (in thousands):

	Americas			Europe			Asia		Total
Balance at January 3, 2015	$	119,438		$	66,433		$	11,857	$	197,728
Acquisitions	0			4,487			0		4,487
Foreign currency changes	(102		)	(4,413		)	41		(4,474		)
Balance at July 4, 2015	$	119,336		$	66,507		$	11,898	$	197,741

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Jul. 04, 2015	Jan. 03, 2015
CONDENSED CONSOLIDATED BALANCE SHEETS
Accounts receivable - allowances (in dollars)	$ 61,773	$ 80,047
Property, plant and equipment, accumulated depreciation (in dollars)	$ 377,782	$ 360,191
Common stock, shares issued	48,291	50,771
Common stock, shares outstanding	48,291	50,771

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INTANGIBLE AND OTHER ASSETS

6 Months Ended

Jul. 04, 2015

INTANGIBLE AND OTHER ASSETS

INTANGIBLE AND OTHER ASSETS

12. INTANGIBLE AND OTHER ASSETS

The following table summarizes intangible and other assets (in thousands):

		July 4, 2015				January 3, 2015
	Useful	Gross		Accumulated		Gross		Accumulated
At Fiscal Year End	Lives	Amount		Amortization		Amount		Amortization
Intangibles-subject to amortization:
Trademarks	10 yrs.	$	4,175	$	3,074	$	4,174	$	2,950
Customer lists	5-10 yrs.	44,096		19,211		41,703		17,457
Patents	3-20 yrs.	2,273		2,046		2,273		1,902
Noncompete agreement	6 yrs.	1,823		987		1,855		851
Other	7-20 yrs.	573		465		353		341
Total intangibles-subject to amortization		52,940		25,783		50,358		23,501
Intangibles-not subject to amortization:
Trade names		83,634				83,610
Other assets:
Key money deposits		30,165		19,117		31,892		18,661
Other deposits		22,159				21,854
Deferred compensation plan assets		2,515				2,477
Deferred tax asset-net		7,617				8,583
Restricted cash		529				575
Shop-in-shop		12,655		9,587		16,333		9,660
Interest rate swap		743				1,724
Forward contracts		664				1,802
Other		7,067				6,978
Total other assets		84,114		28,704		92,218		28,321
Total intangible and other assets		$	220,688	$	54,487	$	226,186	$	51,822
Total intangible and other assets-net				$	166,201			$	174,364

Key money is the amount of funds paid to a landlord or tenant to acquire the rights of tenancy under a commercial property lease for a certain property. Key money represents the “right to lease” with an automatic right of renewal. This right can be subsequently sold by the Company or can be recovered should the landlord refuse to allow the automatic right of renewal to be exercised. Key money is amortized over the initial lease term, which ranges from approximately four to 18 years.

Amortization expense for intangible assets was approximately $1.4 million and $1.3 million for the Second Quarter and Prior Year Quarter, respectively, and $2.5 million and $2.6 million for the Year To Date Period and Prior Year YTD Period, respectively. Estimated aggregate future amortization expense by fiscal year for intangible assets is as follows (in thousands):

Fiscal Year		Amortization Expense
2015 (remaining)	$	2,441
2016	$	4,871
2017	$	4,613
2018	$	4,258
2019	$	4,163
2020	$	3,655

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Document and Entity Information - shares	6 Months Ended
	Jul. 04, 2015	Aug. 06, 2015
Document and Entity Information
Entity Registrant Name	Fossil Group, Inc.
Entity Central Index Key	0000883569
Document Type	10-Q
Document Period End Date	Jul. 04, 2015
Amendment Flag	false
Current Fiscal Year End Date	--01-02
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		48,146,973
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jul. 04, 2015

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

13. COMMITMENTS AND CONTINGENCIES

Litigation. The Company is occasionally subject to litigation or other legal proceedings in the normal course of its business. The Company does not believe that the outcome of any currently pending legal matters, individually or collectively, will have a material effect on the business or financial condition of the Company.

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended			6 Months Ended
	Jul. 04, 2015		Jul. 05, 2014	Jul. 04, 2015		Jul. 05, 2014
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Net sales	$ 739,975		$ 773,820	$ 1,465,060		$ 1,550,365
Cost of sales	330,510		329,218	654,870		662,542
Gross profit	409,465		444,602	810,190		887,823
Operating expenses:
Selling, general and administrative expenses	332,560		359,844	665,042		698,366
Restructuring charges	6,471	[1]	0	18,559	[1]	0
Total operating expenses	339,031		359,844	683,601		698,366
Operating income	70,434		84,758	126,589		189,457
Interest expense	5,014		3,887	9,193		7,593
Other income (expense)-net	14,294		(1,097)	21,479		(1,448)
Income before income taxes	79,714		79,774	138,875		180,416
Provision for income taxes	22,894		24,875	41,417		56,355
Net income	56,820		54,899	97,458		124,061
Less: Net income attributable to noncontrolling interest	2,172		2,382	4,740		5,201
Net income attributable to Fossil Group, Inc.	54,648		52,517	92,718		118,860
Other comprehensive income (loss), net of taxes:
Currency translation adjustment	5,559		1,524	(27,947)		399
Derivative instruments-net change	(246)		(651)	(185)		(412)
Pension plan activity	0		(3,293)	0		(3,293)
Total other comprehensive income (loss)	5,313		(2,420)	(28,132)		(3,306)
Total comprehensive income	62,133		52,479	69,326		120,755
Less: Comprehensive income attributable to noncontrolling interest	2,172		2,382	4,740		5,201
Comprehensive income attributable to Fossil Group, Inc.	$ 59,961		$ 50,097	$ 64,586		$ 115,554
Earnings per share:
Basic (in dollars per share)	$ 1.12		$ 0.98	$ 1.87		$ 2.21
Diluted (in dollars per share)	$ 1.12		$ 0.98	$ 1.87		$ 2.20
Weighted average common shares outstanding:
Basic (in shares)	48,634		53,494	49,464		53,821
Diluted (in shares)	48,744		53,678	49,615		54,028

[1] Charges to expense include changes in estimates

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EMPLOYEE BENEFIT PLANS

6 Months Ended

Jul. 04, 2015

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

7. EMPLOYEE BENEFIT PLANS

Stock-Based Compensation Plans. The following table summarizes stock options and stock appreciation rights activity during the Second Quarter:

					Weighted-
					Average
			Weighted-		Remaining	Aggregate
			Average		Contractual	Intrinsic
Stock Options and Stock Appreciation Rights	Shares		Exercise Price		Term	Value
	(in Thousands)				(in Years)	(in Thousands)
Outstanding at April 4, 2015	775		$	84.93	5.8	$	10,714
Granted	0
Exercised	(7	)	41.30			244
Forfeited or expired	(24	)	98.15
Outstanding at July 4, 2015	744		84.94		5.5	7,667
Exercisable at July 4, 2015	540		$	83.20	4.8	$	7,664

The aggregate intrinsic value shown in the table above is before income taxes and is based on (i) the exercise price for outstanding and exercisable options/rights at July 4, 2015 and (ii) the fair market value of the Company’s common stock on the exercise date for options/rights that were exercised during the Second Quarter.

Stock Options and Stock Appreciation Rights Outstanding and Exercisable. The following tables summarize information with respect to stock options and stock appreciation rights outstanding and exercisable at July 4, 2015:

Stock Options Outstanding					Stock Options Exercisable
				Weighted-
		Weighted-		Average		Weighted-
		Average		Remaining		Average
Range of	Number of	Exercise		Contractual	Number of	Exercise
Exercise Prices	Shares	Price		Term	Shares	Price
	(in Thousands)			(in Years)	(in Thousands)
$13.65 - $21.51	51	$	15.13	3.0	51	$	15.13
$30.71 - $67.10	93	36.32		3.5	93	36.32
$69.53 - $106.40	96	80.86		5.6	94	80.79
$106.89 - $131.46	165	128.10		6.2	165	128.10
Total	405	$	81.56	5.0	403	$	81.55

Stock Appreciation Rights Outstanding					Stock Appreciation Rights Exercisable
				Weighted-
		Weighted-		Average		Weighted-
		Average		Remaining		Average
Range of	Number of	Exercise		Contractual	Number of	Exercise
Exercise Prices	Shares	Price		Term	Shares	Price
	(in Thousands)			(in Years)	(in Thousands)
$13.65 - $21.51	17	$	13.65	1.7	17	$	13.65
$30.71 - $67.10	17	40.16		2.4	17	38.71
$69.53 - $106.40	197	84.25		6.9	43	90.35
$106.89 - $131.46	108	117.73		6.0	60	121.69
Total	339	$	88.98	6.1	137	$	88.08

Restricted Stock, Restricted Stock Units and Performance Restricted Stock Units. The following table summarizes restricted stock, restricted stock unit and performance restricted stock unit activity during the Second Quarter:

			Weighted-Average
Restricted Stock, Restricted Stock Units			Grant Date Fair
and Performance Restricted Stock Units	Number of Shares		Value
	(in Thousands)
Nonvested at April 4, 2015	446		$	90.39
Granted	23		79.23
Vested	(16	)	103.84
Forfeited	(16	)	92.96
Nonvested at July 4, 2015	437		$	89.22

The total fair value of restricted stock and restricted stock units vested during the Second Quarter was approximately $1.3 million. Vesting of performance restricted stock units is based on achievement of sales growth and operating margin targets in relation to the performance of a certain identified peer group.

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STOCKHOLDERS' EQUITY

6 Months Ended

Jul. 04, 2015

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

6. STOCKHOLDERS’ EQUITY

Common Stock Repurchase Programs. Purchases of the Company’s common stock are made from time to time pursuant to its repurchase programs, subject to market conditions and at prevailing market prices, through the open market. Repurchased shares of common stock are recorded at cost and become authorized but unissued shares which may be issued in the future for general corporate or other purposes. The Company may terminate or limit its stock repurchase program at any time. In the event the repurchased shares are cancelled, the Company accounts for retirements by allocating the repurchase price to common stock, additional paid-in capital and retained earnings. The repurchase price allocation is based upon the equity contribution associated with historical issuances. The repurchase programs are conducted pursuant to Rule 10b-18 of the Securities Exchange Act of 1934.

During the Year To Date Period, the Company effectively retired 2.5 million shares of common stock repurchased under its repurchase programs. The effective retirement of repurchased common stock decreased common stock by approximately $25,500, additional paid-in capital by $0.6 million, retained earnings by $216.4 million and treasury stock by $217.0 million. At January 3, 2015 and July 4, 2015, all treasury stock had been effectively retired. As of July 4, 2015, the Company had $841.7 million of repurchase authorizations remaining under its combined repurchase programs.

The following tables reflect the Company’s common stock repurchase activity for the periods indicated (in millions):

				For the 13 Weeks Ended			For the 13 Weeks Ended
				July 4, 2015			July 5, 2014
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	1.3	$	102.5	0.0	$	0.0
2012	$	1,000.0	December 2016 (1)	0.0	$	0.0	0.6	$	67.3
2010	$	30.0	None	0.0	$	0.0	0.0	$	0.0

				For the 26 Weeks Ended			For the 27 Weeks Ended
				July 4, 2015			July 5, 2014
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	2.2	$	188.2	0.0	$	0.0
2012	$	1,000.0	December 2016 (1)	0.3	$	28.8	1.6	$	184.6
2010	$	30.0	None	0.0	$	0.0	0.0	$	0.0

(1) In the first quarter of fiscal year 2015, the Company completed this repurchase plan.

Controlling and Noncontrolling Interest. The following tables summarize the changes in equity attributable to controlling and noncontrolling interest (in thousands):

	Fossil Group, Inc.						Total
	Stockholders’			Noncontrolling			Stockholders’
	Equity			Interest			Equity
Balance at January 3, 2015	$	977,860		$	5,941		$	983,801
Net income	92,718			4,740			97,458
Currency translation adjustment	(27,947		)	0			(27,947		)
Derivative instruments-net change	(185		)	0			(185		)
Common stock issued upon exercise of stock options	582			0			582
Tax expense derived from stock-based compensation	(699		)	0			(699		)
Distribution of noncontrolling interest earnings	0			(5,056		)	(5,056		)
Business acquisition	0			5,831			5,831
Acquisition of common stock	(218,659		)	0			(218,659		)
Stock-based compensation expense	9,276			0			9,276
Balance at July 4, 2015	$	832,946		$	11,456		$	844,402

	Fossil Group, Inc.						Total
	Stockholders’			Noncontrolling			Stockholders’
	Equity			Interest			Equity
Balance at December 28, 2013	$	1,068,677		$	6,690		$	1,075,367
Net income	118,860			5,201			124,061
Currency translation adjustment	399			0			399
Derivative instruments-net change	(412		)	0			(412		)
Common stock issued upon exercise of stock options	1,508			0			1,508
Tax benefit derived from stock-based compensation	950			0			950
Distribution of noncontrolling interest earnings and other.	0			(5,392		)	(5,392		)
Pension plan activity	(3,293		)	0			(3,293		)
Acquisition of common stock	(187,158		)	0			(187,158		)
Stock-based compensation expense	9,637			0			9,637
Balance at July 5, 2014	$	1,009,168		$	6,499		$	1,015,667

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ACQUISITION AND GOODWILL (Tables)

6 Months Ended

Jul. 04, 2015

ACQUISITION AND GOODWILL

Schedule of changes in the carrying amount of goodwill

. The changes in the carrying amount of goodwill, which is not subject to amortization, were as follows (in thousands):

	Americas			Europe			Asia		Total
Balance at January 3, 2015	$	119,438		$	66,433		$	11,857	$	197,728
Acquisitions	0			4,487			0		4,487
Foreign currency changes	(102		)	(4,413		)	41		(4,474		)
Balance at July 4, 2015	$	119,336		$	66,507		$	11,898	$	197,741

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DEBT ACTIVITY

6 Months Ended

Jul. 04, 2015

DEBT ACTIVITY

DEBT ACTIVITY

14. DEBT ACTIVITY

On March 9, 2015, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for (i) revolving credit loans in the amount of $1.05 billion (the “Revolving Credit Facility”), with an up to $20.0 million subfacility for swingline loans (the “Swingline Loan”), and an up to $10.0 million subfacility for letters of credit, and (ii) a term loan in the amount of $231.3 million (the “Term Loan”). The Credit Agreement expires and is due and payable on May 17, 2018.

The Company’s obligations under the Credit Agreement are unsecured, and none of the Company’s subsidiaries are guarantors of the Company’s obligations under the Credit Agreement. Upon the occurrence of both (i) the Moody’s Investor Service, Inc. rating of the Company falling below Ba1 and (ii) the Standard & Poor’s Financial Services LLC rating of the Company falling below BB+, the Company’s obligations under the Credit Agreement will be required to be guaranteed by all direct and indirect material domestic subsidiaries of the Company, as provided in a subsidiary guaranty agreement, and secured by 65% of the total outstanding voting capital stock and 100% of the non-voting capital stock of the Company’s material first-tier foreign subsidiaries, pursuant to a pledge agreement. The Credit Agreement refinanced the indebtedness under the Prior Agreement (as defined below) and may be used (i) to finance the acquisition of capital assets, (ii) for ongoing working capital and other general corporate purposes and (iii) to repurchase the Company’s capital stock to the extent permitted under the Credit Agreement.

The Credit Agreement amended and restated that certain credit agreement, dated as of May 17, 2013, as amended, which was scheduled to mature on May 17, 2018 (the “Prior Agreement”). Under the Prior Agreement, the Company incurred approximately $1.6 million and $1.0 million of interest expense during the first quarter of fiscal 2015 related to outstanding revolving credit loans and term loans, respectively, including the impact of the related interest rate swap. As of March 9, 2015, the Company had $555.0 million in aggregate principal amount of revolving credit loans (the “Prior Revolver”) outstanding and $231.3 million in aggregate principal amount of term loans (the “Prior Term Loan”) outstanding under the Prior Agreement, all of which was refinanced on March 9, 2015 with borrowings under the Credit Agreement. No penalties or other early termination fees were incurred in connection with the amendment and restatement of the Prior Agreement.

Amounts outstanding under the Revolving Credit Facility and the Term Loan under the Credit Agreement bear interest, at the Company’s option, at (i) the base rate (defined as the highest of (a) the prime rate publicly announced by Wells Fargo, (b) the federal funds rate plus 0.5% and (c) LIBOR for an interest period of one month plus 1.0%) plus the base rate applicable margin (which varies, based upon the Company’s consolidated total leverage ratio, from 0.25%, if the consolidated total leverage ratio is less than 1.00 to 1.00, to 1.00%, if the consolidated total leverage ratio is greater than or equal to 2.00 to 1.00) or (ii) the LIBOR rate (defined as the quotient obtained by dividing (a) LIBOR by (b) 1.00 minus the Eurodollar reserve percentage) plus the LIBOR rate applicable margin (which varies, based upon the consolidated total leverage ratio, from 1.25%, if the consolidated total leverage ratio is less than 1.00 to 1.00, to 2.00%, if the consolidated total leverage ratio is greater than or equal to 2.00 to 1.00). Amounts outstanding under the Swingline Loan under the Credit Agreement or upon any drawing under a letter of credit bear interest at the base rate plus the applicable margin. Interest based upon the base rate is payable quarterly in arrears. Interest based upon the LIBOR rate is payable on the last day of the applicable interest period.

Financial covenants governing the Credit Agreement require the Company to maintain (i) a consolidated total leverage ratio no greater than 2.50 to 1.00 and (ii) a consolidated interest coverage ratio no less than 3.50 to 1.00. The Credit Agreement contains representations, warranties, covenants, events of default and indemnities that are customary for agreements of this type.

The Company is required to pay a commitment fee on the unused amounts of the commitments under the Revolving Credit Facility under the Credit Agreement, payable quarterly in arrears, ranging from 0.20% to 0.35%, based on the consolidated total leverage ratio. In connection with any letter of credit, the Company is required to pay (i) a letter of credit commission, payable quarterly in arrears, in an amount equal to the daily amount available to be drawn under such letter of credit multiplied by the applicable margin with respect to revolving credit loans that are LIBOR rate loans, (ii) a fronting fee, payable quarterly in arrears, as set forth in the applicable letter of credit application or as otherwise separately agreed by the Company and the issuing lender and (iii) normal and customary costs and expenses incurred or charged by the issuing lender in issuing, effecting payment under, amending or otherwise administering the letter of credit.

Loans under the Credit Agreement may be prepaid, in whole or in part, at the option of the Company, in minimum principal amounts of (i) $2.0 million or increments of $1.0 million in excess thereof, with respect to a base rate loan under the Revolving Credit Facility, (ii) $5.0 million or increments of $1.0 million in excess thereof, with respect to a LIBOR rate loan under the Revolving Credit Facility, (iii) $5.0 million or increments of $1.0 million in excess thereof, with respect to the Term Loan and (iv) $0.1 million or increments of $0.1 million in excess thereof, with respect to a Swingline Loan. Loans under the Credit Agreement must be repaid with the net cash proceeds of certain asset sales or insurance and condemnation events. The Company may permanently reduce the revolving credit commitment at any time, in whole or in part, without premium or penalty, in a minimum aggregate principal amount of not less than $3.0 million or increments of $1.0 million in excess thereof.

The repayment obligation under the Credit Agreement can be accelerated upon the occurrence of an event of default, including the failure to pay principal or interest, a material inaccuracy of a representation or warranty, violation of covenants, cross-default, change in control, bankruptcy events, failure of a loan document provision, certain ERISA events and material judgments.

The Company made net principal payments of $3.1 million under the Term Loan during the Second Quarter and $6.3 million in the aggregate under the Term Loan and Prior Term Loan during the Year To Date Period. The Company had net borrowings of $51.7 million under the Revolving Credit Facility during the Second Quarter and $69.7 million in the aggregate under the Revolving Credit Facility and Prior Revolver during the Year To Date Period. Borrowings were primarily used to fund stock repurchases, capital expenditures and normal operating expenses. As of July 4, 2015, the Company had $225.0 million and $458.7 million outstanding under the Term Loan and the Revolving Credit Facility, respectively. Amounts available under the Revolving Credit Facility are reduced by any amounts outstanding under standby letters of credit. As of July 4, 2015, the Company had available borrowing capacity of approximately $590.4 million under the Revolving Credit Facility, which was favorably impacted by a $400.0 million international cash balance. The Company incurred approximately $1.5 million and $2.0 million of interest expense related to the Term Loan during the Second Quarter and Year To Date Period, respectively, including the impact of the related interest rate swap. The Company incurred approximately $2.8 million and $3.5 million of interest expense related to the Revolving Credit Facility during the Second Quarter and Year To Date Period, respectively. The Company was in compliance with all covenants in the Term Loan and Revolving Credit Facility as of July 4, 2015.

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DERIVATIVES AND RISK MANAGEMENT

6 Months Ended

Jul. 04, 2015

DERIVATIVES AND RISK MANAGEMENT

DERIVATIVES AND RISK MANAGEMENT

10. DERIVATIVES AND RISK MANAGEMENT

Cash Flow Hedges. The primary risks managed by using derivative instruments are the fluctuations in global currencies that will ultimately be used by non-U.S. dollar functional currency subsidiaries to settle future payments of intercompany inventory transactions denominated in U.S. dollars. Specifically, the Company projects future intercompany purchases by its non-U.S. dollar functional currency subsidiaries generally over a period of up to 24 months. The Company enters into foreign currency forward contracts (“forward contracts”) generally for up to 85% of the forecasted purchases to manage fluctuations in global currencies that will ultimately be used to settle such U.S. dollar denominated inventory purchases. Forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon settlement date and exchange rate. These forward contracts are designated as single cash flow hedges. Fluctuations in exchange rates will either increase or decrease the Company’s U.S. dollar equivalent cash flows from these intercompany inventory transactions, which will affect the Company’s U.S. dollar earnings. Gains or losses on the forward contracts are expected to offset these fluctuations to the extent the cash flows are hedged by the forward contracts.

These forward contracts meet the criteria for hedge accounting, which requires that they represent foreign-currency-denominated forecasted inter-entity transactions in which (i) the operating unit that has the foreign currency exposure is a party to the hedging instrument and (ii) the hedged transaction is denominated in a currency other than the hedging unit’s functional currency.

At the inception of each forward contract designated as a cash flow hedge, the hedging relationship is expected to be highly effective in achieving offsetting cash flows attributable to the hedged risk. The Company assesses hedge effectiveness under the critical terms matched method at inception and at least quarterly throughout the life of the hedging relationship. If the critical terms (i.e., amounts, currencies and settlement dates) of the forward contract match the terms of the forecasted transaction, the Company concludes that the hedge is effective.

For a derivative instrument that is designated and qualifies as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (loss), net of taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, the Company’s hedges resulted in no ineffectiveness in the condensed consolidated statements of income and comprehensive income, and there were no components excluded from the assessment of hedge effectiveness for the Second Quarter, Prior Year Quarter, Year To Date Period or Prior Year YTD Period.

All derivative instruments are recognized as either assets or liabilities at fair value in the condensed consolidated balance sheets. Derivatives designated as cash flow hedges are recorded at fair value at each balance sheet date and the change in fair value is recorded to accumulated other comprehensive income (loss) within the equity section of the Company’s condensed consolidated balance sheet until such derivative’s gains or losses become realized or the cash flow hedge relationship is terminated. If the cash flow hedge relationship is terminated, the derivative’s gains or losses that are recorded in accumulated other comprehensive income (loss) will be recognized in earnings when the hedged cash flows occur. However, for cash flow hedges that are terminated because the forecasted transaction is not expected to occur in the original specified time period, the derivative’s gains or losses are immediately recognized in earnings. There were no gains or losses reclassified into earnings as a result of the discontinuance of cash flow hedges in the Second Quarter, Prior Year Quarter, Year To Date Period or Prior Year YTD Period. Hedge accounting is discontinued if it is determined that the derivative is not highly effective. The Company records all forward contract hedge assets and liabilities on a gross basis as they do not meet the balance sheet netting criteria because the Company does not have master netting agreements established with the derivative counterparties that would allow for net settlement.

As of July 4, 2015, the Company had the following outstanding forward contracts designated as cash flow hedges that were entered into to hedge the future payments of intercompany inventory transactions (in millions):

Functional Currency		Contract Currency
Type	Amount	Type	Amount
Euro	209.3	U.S. dollar	250.2
British pound	41.9	U.S. dollar	65.9
Canadian dollar	51.5	U.S. dollar	42.9
Japanese yen	3,788.1	U.S. dollar	32.7
Mexican peso	306.6	U.S. dollar	19.9
Australian dollar	19.0	U.S. dollar	14.7

The Company is also exposed to interest rate risk related to its outstanding debt. To manage the interest rate risk related to its $231.3 million U.S.-based term loan, as amended and restated on March 9, 2015 (“Term Loan”), the Company entered into an interest rate swap agreement on July 26, 2013 with a term of approximately five years. The objective of this hedge is to offset the variability of future payments associated with interest rates on the Term Loan. The interest rate swap agreement hedges the 1-month London Interbank Offer Rate (“LIBOR”) based variable rate debt obligations under the Term Loan. Under the terms of the swap, the Company pays a fixed interest rate of 1.288% per annum to the swap counterparty plus the LIBOR rate applicable margin (which varies based upon the  Company’s consolidated leverage ratio (the “Ratio”) from 1.25% if the Ratio is less than 1.00 to 1.00, to 2.00% if the Ratio is greater than or equal to 2.00 to 1.00). The notional amount will amortize over the remaining life of the Term Loan to coincide with the amortization of the underlying loan. The Company will receive interest from the swap counterparty at a variable rate based on 1-month LIBOR. This hedge is designated as a cash flow hedge. Additionally, to manage interest rate risk related to forecasted debt issuances, the Company entered into a forward starting interest rate swap agreement on March 20, 2015 with a term of approximately 10 years. The objective of this hedge was to offset the variability of future interest payments associated with forecasted debt issuances. The forecasted debt issuances did not occur, and in May 2015, the Company entered into an agreement to offset and unwind the forward starting interest rate swap. As a result of this transaction, a gain of $3.3 million net of taxes was reclassed out of accumulated other comprehensive income (loss) to other income (expense).

Net Investment Hedge. The Company is also exposed to risk that adverse changes in foreign currency exchange rates could impact its net investment in foreign operations. To manage this risk, during the first quarter of fiscal year 2014, the Company entered into a forward contract designated as a net investment hedge to reduce exposure to changes in currency exchange rates on €25.0 million of its total investment in a wholly-owned euro-denominated foreign subsidiary. The hedge was settled in the Prior Year Quarter. The effective portion of derivatives designated as net investment hedges are recorded at fair value at each balance sheet date and the change in fair value is recorded as a component of other comprehensive income (loss) in the Company’s condensed consolidated statements of income and comprehensive income. The Company uses the hypothetical derivative method to assess the ineffectiveness of net investment hedges. Should any portion of a net investment hedge become ineffective, the ineffective portion will be reclassified to other income-net on the Company’s condensed consolidated statements of income and comprehensive income. Gains and losses reported in accumulated other comprehensive income (loss) will not be reclassified into earnings until the Company’s underlying investment is liquidated or dissolved.

Non-designated Hedges. The Company also periodically enters into forward contracts to manage exchange rate risks associated with certain non-inventory intercompany transactions and to which the Company does not elect hedge treatment. As of July 4, 2015, the Company had approximately $0.1 million in assets of outstanding forward exchange contracts acquired as part of the SKWG Acquisition, for which the Company did not elect hedge treatment. As of January 3, 2015, all of the Company’s outstanding forward contracts were designated as hedging instruments. Changes in the fair value of derivatives not designated as hedging instruments are recognized in earnings when they occur.

The effective portion of gains and losses on derivative instruments that were recognized in other comprehensive income (loss), net of taxes during the Second Quarter, Prior Year Quarter, Year To Date Period and Prior Year YTD Period are set forth below (in thousands):

	For the 13		For the 13
	Weeks Ended		Weeks Ended
	July 4, 2015		July 5, 2014
Cash flow hedges:
Forward contracts	$	2,954	$	(1,639	)
Interest rate swaps	6,648		(579		)
Net investment hedge:
Forward contract	0		95
Total gain (loss) recognized in other comprehensive income (loss), net of taxes	$	9,602	$	(2,123	)

	For the 26		For the 27
	Weeks Ended		Weeks Ended
	July 4, 2015		July 5, 2014
Cash flow hedges:
Forward contracts	$	15,497	$	(1,987	)
Interest rate swaps	1,941		(1,117		)
Net investment hedge:
Forward contract	0		257
Total gain (loss) recognized in other comprehensive income (loss), net of taxes	$	17,438	$	(2,847	)

The following table illustrates the effective portion of gains and losses on derivative instruments recorded in other comprehensive income (loss), net of taxes during the term of the hedging relationship and reclassified into earnings, and gains and losses on derivatives not designated as hedging instruments recorded directly to earnings during the Second Quarter, Prior Year Quarter, Year To Date Period and Prior Year YTD Period (in thousands):

	Condensed Consolidated
	Statements of Income		For the 13			For the 13
	and Comprehensive	Effect of Derivative	Weeks Ended			Weeks Ended
Derivative Instruments	Income Location	Instruments	July 4, 2015			July 5, 2014
Forward contracts designated as cash flow hedging instruments	Other income (expense)-net	Total gain (loss) reclassified from other comprehensive income (loss)	$	6,921		$	(1,033	)
Forward contracts not designated as hedging instruments	Other income (expense)-net	Total gain (loss) recognized in income	$	(9	)	0
Interest rate swap designated as a cash flow hedging instrument	Interest expense	Total gain (loss) reclassified from other comprehensive income (loss)	$	(404	)	$	(439	)
Interest rate swap designated as a cash flow hedging instrument	Other income (expense)-net	Total gain (loss) reclassified from other comprehensive income (loss)	$	3,331		0

	Condensed Consolidated
	Statements of Income		For the 26			For the 27
	and Comprehensive	Effect of Derivative	Weeks Ended			Weeks Ended
Derivative Instruments	Income Location	Instruments	July 4, 2015			July 5, 2014
Forward contracts designated as cash flow hedging instruments	Other income (expense)-net	Total gain (loss) reclassified from other comprehensive income (loss)	$	15,129		$	(1,531	)
Forward contracts not designated as hedging instruments	Other income (expense)-net	Total gain (loss) recognized in income	$	80		$	(148	)
Interest rate swap designated as a cash flow hedging instrument	Interest expense	Total gain (loss) reclassified from other comprehensive income (loss)	$	(837	)	$	(904	)
Interest rate swap designated as a cash flow hedging instrument	Other income (expense)-net	Total gain (loss) reclassified from other comprehensive income (loss)	$	3,331		0

The following table discloses the fair value amounts for the Company’s derivative instruments as separate asset and liability values, presents the fair value of derivative instruments on a gross basis, and identifies the line items in the condensed consolidated balance sheets in which the fair value amounts for these categories of derivative instruments are included (in thousands):

Asset Derivatives

Liability Derivatives

July 4, 2015

January 3, 2015

July 4, 2015

January 3, 2015

Condensed

Condensed

Condensed

Condensed

Consolidated

Consolidated

Consolidated

Consolidated

Balance Sheets

Fair

Balance Sheets

Fair

Balance Sheets

Fair

Balance Sheets

Fair

Derivative Instruments

Location

Value

Location

Value

Location

Value

Location

Value

Forward contracts designated as cash flow hedging instruments

Prepaid expenses and other current assets

$

22,887

Prepaid expenses and other current assets

$

25,867

Accrued expenses- other

$

1,021

Accrued expenses- other

$

0

Forward contracts not designated as cash flow hedging instruments

Prepaid expenses and other current assets

123

Prepaid expenses and other current assets

0

Accrued expenses- other

0

Accrued expenses- other

0

Interest rate swap designated as a cash flow hedging instrument

Prepaid expenses and other current assets

0

Prepaid expenses and other current assets

0

Accrued expenses- other

1,991

Accrued expenses- other

2,157

Forward contracts designated as cash flow hedging instruments

Intangible and other assets-net

664

Intangible and other assets-net

1,802

Other long-term liabilities

246

Other long-term liabilities

0

Interest rate swap designated as a cash flow hedging instrument

Intangible and other assets-net

743

Intangible and other assets-net

1,724

Other long-term liabilities

412

Other long-term liabilities

357

Total

$

24,417

$

29,393

$

3,670

$

2,514

At the end of the Second Quarter, the Company had forward contracts with maturities extending through June 2017. As of July 4, 2015, an estimated net gain of $14.3 million is expected to be reclassified into earnings within the next twelve months at prevailing foreign currency exchange rates. See “Note 1—Financial Statement Policies” for additional disclosures on foreign currency hedging instruments.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

6 Months Ended

Jul. 04, 2015

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

8. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables illustrate changes in the balances of each component of accumulated other comprehensive income (loss), net of taxes (in thousands):

	For the 13 Weeks Ended July 4, 2015
	Currency			Cash Flow Hedges
	Translation			Forward			Interest			Pension
	Adjustments			Contracts			Rate Swaps			Plan			Total
Beginning balance	$	(60,747	)	$	19,315		$	(4,776	)	$	(3,647	)	$	(49,855	)
Other comprehensive income (loss) before reclassifications	5,559			2,701			10,460			0			18,720
Tax (expense) benefit	0			253			(3,812		)	0			(3,559		)
Amounts reclassed from accumulated other comprehensive income	0			10,555			4,604			0			15,159
Tax (expense) benefit	0			(3,634		)	(1,677		)	0			(5,311		)
Total other comprehensive income (loss)	5,559			(3,967		)	3,721			0			5,313
Ending balance	$	(55,188	)	$	15,348		$	(1,055	)	$	(3,647	)	$	(44,542	)

	For the 13 Weeks Ended July 5, 2014
	Currency		Cash Flow Hedges									Net
	Translation Adjustments		Forward Contracts			Interest Rate Swap			Pension Plan			Investment Hedges			Total
Beginning balance	$	37,027	$	(1,941	)	$	(179	)	$	736		$	162		$	35,805
Other comprehensive income (loss) before reclassifications	1,524		(1,834		)	(912		)	(2,946		)	155			(4,013		)
Tax (expense) benefit	0		195			333			(347		)	(60		)	121
Amounts reclassed from accumulated other comprehensive income	0		(1,570		)	(691		)	0			0			(2,261		)
Tax (expense) benefit	0		537			252			0			0			789
Total other comprehensive income (loss)	1,524		(606		)	(140		)	(3,293		)	95			(2,420		)
Ending balance	$	38,551	$	(2,547	)	$	(319	)	$	(2,557	)	$	257		$	33,385

	For the 26 Weeks Ended July 4, 2015
	Currency			Cash Flow Hedges
	Translation Adjustments			Forward Contracts			Interest Rate Swaps			Pension Plan			Total
Beginning balance	$	(27,241	)	$	14,980		$	(502	)	$	(3,647	)	$	(16,410	)
Other comprehensive income (loss) before reclassifications	(27,947		)	21,462			3,054			0			(3,431		)
Tax (expense) benefit	0			(5,965		)	(1,113		)	0			(7,078		)
Amounts reclassed from accumulated other comprehensive income	0			22,993			3,923			0			26,916
Tax (expense) benefit	0			(7,864		)	(1,429		)	0			(9,293		)
Total other comprehensive income (loss)	(27,947		)	368			(553		)	0			(28,132		)
Ending balance	$	(55,188	)	$	15,348		$	(1,055	)	$	(3,647	)	$	(44,542	)

	For the 27 Weeks Ended July 5, 2014
	Currency		Cash Flow Hedges									Net
	Translation Adjustments		Forward Contracts			Interest Rate Swap			Pension Plan			Investment Hedges			Total
Beginning balance	$	38,152	$	(2,091	)	$	(106	)	$	736		$	0		$	36,691
Other comprehensive income (loss) before reclassifications	399		(2,100		)	(1,760		)	(2,946		)	410			(5,997		)
Tax (expense) benefit	0		113			643			(347		)	(153		)	256
Amounts reclassed from accumulated other comprehensive income	0		(2,399		)	(1,424		)	0			0			(3,823		)
Tax (expense) benefit	0		868			520			0			0			1,388
Total other comprehensive income (loss)	399		(456		)	(213		)	(3,293		)	257			(3,306		)
Ending balance	$	38,551	$	(2,547	)	$	(319	)	$	(2,557	)	$	257		$	33,385

See “Note 10—Derivatives and Risk Management” for additional disclosures about the Company’s use of derivatives.

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SEGMENT INFORMATION

6 Months Ended

Jul. 04, 2015

SEGMENT INFORMATION

SEGMENT INFORMATION

9. SEGMENT INFORMATION

The Company reports segment information based on the “management approach”. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments.

The Company manages its business primarily on a geographic basis. The Company’s reportable operating segments are comprised of (i) Americas, (ii) Europe and (iii) Asia. Each reportable operating segment includes sales to wholesale and distributor customers, and sales through Company-owned retail stores and e-commerce activities based on the location of the selling entity. The Americas segment primarily includes sales to customers based in Canada, Latin America and the United States. The Europe segment primarily includes sales to customers based in European countries, the Middle East and Africa. The Asia segment primarily includes sales to customers based in Australia, China, India, Indonesia, Japan, Malaysia, New Zealand, Singapore, South Korea, Taiwan and Thailand. Each reportable operating segment provides similar products and services.

The Company evaluates the performance of its reportable segments based on net sales and operating income. Net sales for geographic segments are based on the location of the selling entity. Operating income for each segment includes net sales to third parties, related cost of sales and operating expenses directly attributable to the segment. General corporate expenses, including certain administrative, legal, accounting, technology support costs, equity compensation costs, payroll costs attributable to executive management, brand management, product development, art, creative/product design, marketing, strategy, compliance and back office supply chain expenses are not allocated to the various segments because they are managed at the corporate level internally. The Company does not include intercompany transfers between segments for management reporting purposes.

Certain reclassifications have been made to prior year amounts to conform with current year presentation. Due to changes in the Company’s reportable segments as discussed in Note 1 to the condensed consolidated financial statements, segment results for fiscal year 2014 have been recast to present results on a comparable basis.

Summary information by operating segment was as follows (in thousands):

	For the 13 Weeks Ended					For the 13 Weeks Ended
	July 4, 2015					July 5, 2014
	Net Sales		Operating Income			Net Sales		Operating Income
Americas	$	386,088	$	86,033		$	380,699	$	88,786
Europe	227,923		41,814			258,987		46,770
Asia	125,964		20,555			134,134		27,172
Corporate			(77,968		)			(77,970		)
Consolidated	$	739,975	$	70,434		$	773,820	$	84,758

	For the 26 Weeks Ended					For the 27 Weeks Ended
	July 4, 2015					July 5, 2014
	Net Sales		Operating Income			Net Sales		Operating Income
Americas	$	752,684	$	162,533		$	763,360	$	187,856
Europe	462,179		79,152			519,340		99,278
Asia	250,197		41,051			267,665		58,070
Corporate			(156,147		)			(155,747		)
Consolidated	$	1,465,060	$	126,589		$	1,550,365	$	189,457

	July 4, 2015				January 3, 2015
	Long-Term Assets		Total Assets		Long-Term Assets		Total Assets
Americas	$	262,507	$	772,618	$	263,324	$	809,548
Europe	202,586		488,965		220,742		561,486
Asia	54,993		213,381		57,508		233,881
Corporate	173,016		584,477		176,124		602,637
Total	$	693,102	$	2,059,441	$	717,698	$	2,207,552

The following tables reflect net sales for each class of similar products in the periods presented (in thousands, except percentage data):

	For the 13 Weeks Ended				For the 13 Weeks Ended
	July 4, 2015				July 5, 2014
	Net Sales		Percentage of Total		Net Sales		Percentage of Total
Watches	$	575,804	77.8	%	$	611,208	79.0	%
Leathers	89,380		12.1		87,325		11.3
Jewelry	55,780		7.5		56,183		7.2
Other	19,011		2.6		19,104		2.5
Total	$	739,975	100.0	%	$	773,820	100.0	%

	For the 26 Weeks Ended				For the 27 Weeks Ended
	July 4, 2015				July 5, 2014
	Net Sales		Percentage of Total		Net Sales		Percentage of Total
Watches	$	1,127,661	77.0	%	$	1,212,596	78.2	%
Leathers	182,306		12.4		187,047		12.1
Jewelry	118,767		8.1		112,701		7.3
Other	36,326		2.5		38,021		2.4
Total	$	1,465,060	100.0	%	$	1,550,365	100.0	%

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jul. 04, 2015

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

11. FAIR VALUE MEASUREMENTS

The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

ASC 820, Fair Value Measurement and Disclosures (“ASC 820”), establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

· Level 1 — Quoted prices in active markets for identical assets or liabilities.

· Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

· Level 3 — Unobservable inputs based on the Company’s assumptions.

ASC 820 requires the use of observable market data if such data is available without undue cost and effort.

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of July 4, 2015 (in thousands):

	Fair Value at July 4, 2015
	Level 1		Level 2		Level 3		Total
Assets:
Forward contracts	$	0	$	23,674	$	0	$	23,674
Deferred compensation plan assets:
Investment in publicly traded mutual funds	2,515		0		0		2,515
Interest rate swaps	0		743		0		743
Total	$	2,515	$	24,417	$	0	$	26,932
Liabilities:
Contingent consideration	$	0	$	0	$	4,929	$	4,929
Forward contracts	0		1,267		0		1,267
Interest rate swaps	0		2,403		0		2,403
Total	$	0	$	3,670	$	4,929	$	8,599

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of January 3, 2015 (in thousands):

	Fair Value at January 3, 2015
	Level 1		Level 2		Level 3		Total
Assets:
Forward contracts	$	0	$	27,669	$	0	$	27,669
Deferred compensation plan assets:
Investment in publicly traded mutual funds	2,477		0		0		2,477
Interest rate swap	0		1,724		0		1,724
Total	$	2,477	$	29,393	$	0	$	31,870
Liabilities:
Contingent consideration	$	0	$	0	$	7,114	$	7,114
Interest rate swap	0		2,514		0		2,514
Total	$	0	$	2,514	$	7,114	$	9,628

The fair values of the Company’s deferred compensation plan assets are based on quoted prices. The deferred compensation plan assets are recorded in intangible and other assets-net in the Company’s condensed consolidated balance sheets. The fair values of the Company’s forward contracts are based on published quotations of spot currency rates and forward points, which are converted into implied forward currency rates. The fair values of the interest rate swap assets and liabilities are determined using valuation models based on market observable inputs, including forward curves, mid market price and volatility levels. See “Note 10—Derivatives and Risk Management” for additional disclosures about the interest rate swaps and forward contracts.

The Company has evaluated its short-term and long-term debt as of July 4, 2015 and January 3, 2015 and believes, based on the interest rates, related terms and maturities, that the carrying amounts of such instruments approximated their fair values. As of July 4, 2015 and January 3, 2015, the carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximated their fair values due to the short-term maturities of these accounts.

The fair value of the contingent consideration liability related to the acquisition of the Company’s joint venture company, Fossil, S.L. (“Fossil Spain”), was determined using Level 3 inputs. The contingent consideration recorded as of July 4, 2015 is based on Fossil Spain’s earnings for fiscal year 2014 and forecasted earnings for fiscal year 2015. During the Second Quarter, the Company made a 1.9 million euro payment towards the 2014 contingent consideration, leaving a remaining liability of 1.5 million euros (approximately $1.7 million) which will be paid during the remaining part of fiscal year 2015. The contingent consideration for calendar year 2015 will be paid upon the execution of the purchase agreement in 2016. The fair value of the contingent consideration was determined using present value techniques with forecasted future cash flows for Fossil Spain as the significant unobservable input. Future revenue growth based on management’s projections for the 2015 calendar year is approximately 18%. Operating expenses are projected to be approximately 25% of revenues for calendar year 2015. A discount rate of 19% was used to calculate the present value of the contingent consideration. The contingent consideration liability for calendar year 2015 is valued at the maximum annual variable price of 3.5 million euros (approximately $3.9 million). A decrease in future cash flows may result in a lower estimated fair value of the calendar year 2015 contingent consideration liability. Future changes in the estimated fair value of the contingent consideration liability, if any, will be reflected in earnings.

In accordance with the provisions of ASC 360, Property, Plant and Equipment, property, plant and equipment—net with a carrying amount of $6.5 million, as of July 4, 2015, related to retail store leasehold improvements and fixturing was fully impaired, and related key money in the amount of $0.1 million was deemed not recoverable, resulting in an impairment charge of $6.6 million for the Year To Date Period.

The fair values of assets related to the Company-owned retail stores were determined using Level 3 inputs. Of the $6.6 million impairment expense, $3.8 million, $0.8 million and $0.4 million was recorded in SG&A in the Europe, Americas and Asia segments, respectively, and $1.6 million was recorded in restructuring charges in the Americas segment.

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RESTRUCTURING (Tables)

6 Months Ended

Jul. 04, 2015

RESTRUCTURING

Schedule of rollforward of the liability incurred for restructuring plan

The following tables show a rollforward of the liability incurred for the Company’s restructuring plan (in thousands):

	For the 13 Weeks ended July 4, 2015
	Organizational Realignment			Retail Profitability			Total
Balance at April 4, 2015	$	3,075		$	0		$	3,075
Charges to expense (1)	4,586			1,885			6,471
Cash payments	(3,763		)	0			(3,763		)
Non-cash items	0			(1,885		)	(1,885		)
Balance at July 4, 2015	$	3,898		$	0		$	3,898

	For the 26 Weeks ended July 4, 2015
	Organizational Realignment			Retail Profitability			Total
Balance at January 3, 2015	$	0		$	0		$	0
Charges to expense (1)	12,317			6,242			18,559
Cash payments	(8,419		)	(3,861		)	(12,280		)
Non-cash items	0			(2,381		)	(2,381		)
Balance at July 4, 2015	$	3,898		$	0		$	3,898

(1) Charges to expense include changes in estimates

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DERIVATIVES AND RISK MANAGEMENT (Details 3) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 04, 2015	Jul. 05, 2014	Jul. 04, 2015	Jul. 05, 2014
Forward contracts | Designated as cash flow hedges | Cash flow hedges
Effective portion of gains and losses on derivative instruments
Total gain (loss) reclassified from other comprehensive income (loss)	$ 6,921	$ (1,033)	$ 15,129	$ (1,531)
Forward contracts | Not designated as hedging instruments
Effective portion of gains and losses on derivative instruments
Total gain (loss) recognized in income	(9)	0	80	(148)
Interest rate swap | Designated as cash flow hedges
Effective portion of gains and losses on derivative instruments
Total gain (loss) recognized in income			3,300
Interest rate swap | Designated as cash flow hedges | Cash flow hedges
Effective portion of gains and losses on derivative instruments
Total gain (loss) reclassified from other comprehensive income (loss)	(404)	(439)	(837)	(904)
Interest rate swap | Designated as cash flow hedges | Cash flow hedges | Amount Reclassified from AOCI
Effective portion of gains and losses on derivative instruments
Total gain (loss) reclassified from other comprehensive income (loss)	$ 3,331	$ 0	$ 3,331	$ 0

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FINANCIAL STATEMENT POLICIES (Policies)

6 Months Ended

Jul. 04, 2015

FINANCIAL STATEMENT POLICIES

Basis of Presentation

Basis of Presentation. The condensed consolidated financial statements include the accounts of Fossil Group, Inc., a Delaware corporation, and its wholly and majority-owned subsidiaries (the “Company”).

The condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s financial position as of July 4, 2015, and the results of operations for the thirteen-week periods ended July 4, 2015 (“Second Quarter”) and July 5, 2014 (“Prior Year Quarter”), respectively, and the twenty-six week period ended July 4, 2015 (“Year To Date Period”) and the twenty-seven week period ended July 5, 2014 (“Prior Year YTD Period”).  All adjustments are of a normal, recurring nature.  The Company’s fiscal year periodically results in a 53-week year instead of a normal 52-week year. The prior fiscal year ended January 3, 2015 was a 53-week year, with the additional week included in the first quarter of the fiscal year. Accordingly, the information presented herein includes twenty-six weeks of operations for the Year To Date Period as compared to twenty-seven weeks included in the Prior Year YTD Period.

Effective during the first quarter of the current fiscal year, the Company made changes to the presentation of its reportable segments to reflect changes in the way its chief operating decision maker evaluates the performance of its operations, develops strategy and allocates capital resources. The Company has realigned its operating structure. Strategic and brand directions are set centrally and regional management is now fully empowered and responsible to drive those strategies and brand directions across all brands and channels within their regions. As part of the new operating structure, the regional teams manage both the wholesale and retail businesses within their regions whereas previously the retail business was managed globally. Additionally, with the implementation of new reporting systems, the Company has the ability to extract discrete financial information that aligns with its operating structure and is consistent with how management now evaluates the business performance. The Company’s reportable segments now consist of the following: (i) Americas, (ii) Europe and (iii) Asia. Prior to the Company’s first quarter fiscal 2015 Form 10-Q, as reported in the 2014 Form 10-K (as defined below), the Company’s reportable segments consisted of the following: (i) North America wholesale, (ii) Europe wholesale, (iii) Asia Pacific wholesale and (iv) Direct to consumer.

These changes to the Company’s reportable segments include the following:

(1) Reclassification of the Company’s retail, e-commerce and catalog activities, all of which were previously recorded within the Company’s Direct to consumer segment, to the Americas, Europe and Asia segments based on the geographic location of the activities.

(2) The Company’s wholesale operations in North America, Europe and Asia Pacific previously recorded within the North America wholesale, Europe wholesale and Asia Pacific wholesale segments, respectively, have been reclassified to the Americas, Europe and Asia segments, respectively.

(3) Intercompany profit attributable to the Company’s factory operations was previously included in the Asia Pacific wholesale and Europe wholesale segments in accordance with the geographic location of the factories, and is now eliminated from all reporting segments.

(4) Certain corporate costs are not allocated to the various segments because they are managed at the corporate level for internal purposes. Prior to the change in reporting segments, these expenses included, and after the change in reporting segments, continue to include, general corporate expenses, including certain administrative, legal, accounting, technology support costs, equity compensation costs and payroll costs attributable to executive management. Additionally, certain brand management, product development, art, creative/product design, marketing and back office supply chain expenses which were previously included in North America wholesale, Europe wholesale, Asia Pacific wholesale and Direct to consumer segments prior to the change in reporting segments are now reported in corporate. Conversely, certain back office costs reported in corporate prior to the change in reporting segments are now included in the various reporting segments in which they are now managed.

The Company’s historical segment disclosures have been recast to be consistent with the current presentation.

These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K filed by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the fiscal year ended January 3, 2015 (the “2014 Form 10-K”). Operating results for the Second Quarter and Year To Date Period are not necessarily indicative of the results to be achieved for the full fiscal year.

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods reported. Actual results could differ from those estimates. The Company has not made any changes in its significant accounting policies from those disclosed in the 2014 Form 10-K. Certain prior year amounts have been reclassified to conform to the current year presentation.

Business

Business. The Company is a global design, marketing and distribution company that specializes in consumer fashion accessories. Its principal offerings include an extensive line of men’s and women’s fashion watches and jewelry, handbags, small leather goods, belts, sunglasses, soft accessories and select apparel. In the watch and jewelry product categories, the Company has a diverse portfolio of globally recognized owned and licensed brand names under which its products are marketed. The Company’s products are distributed globally through various distribution channels, including wholesale in countries where it has a physical presence, direct to the consumer through its retail stores and commercial websites and through third-party distributors in countries where the Company does not maintain a physical presence. The Company’s products are offered at varying price points to meet the needs of its customers, whether they are value-conscious or luxury oriented. Based on its extensive range of accessory products, brands, distribution channels and price points, the Company is able to target style-conscious consumers across a wide age spectrum on a global basis.

Hedging Instruments

Hedging Instruments. The Company is exposed to certain market risks relating to foreign exchange rates and interest rates. The Company actively monitors and attempts to manage these exposures using derivative instruments including foreign currency forward contracts and interest rate swaps. The Company’s foreign subsidiaries periodically enter into foreign exchange forward contracts to hedge the future payment of intercompany inventory transactions denominated in U.S. dollars. If the Company was to settle its euro, British pound, Canadian dollar, Japanese yen, Australian dollar and Mexican peso forward contracts as of July 4, 2015, the net result would have been a net gain of approximately $14.6 million, net of taxes. To help protect against adverse existing and forecasted fluctuations in interest rates, the Company has entered into interest rate swap agreements to effectively convert portions of its existing and forecasted variable rate debt obligations to fixed rates. To reduce exposure to changes in currency exchange rates adversely affecting the Company’s investment in a euro-denominated subsidiary, the Company entered into a forward contract designated as a net investment hedge that was settled during the Prior Year Quarter. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. See “Note 10—Derivatives and Risk Management” for additional disclosures about the Company’s use of derivatives.

Operating expenses

Operating expenses. Operating expenses include selling, general and administrative expenses (“SG&A”) and restructuring charges. SG&A expenses include selling and distribution expenses primarily consisting of sales and distribution labor costs, sales distribution center and warehouse facility costs, depreciation expense related to sales distribution and warehouse facilities, the four-wall operating costs of the Company’s retail stores, point-of-sale expenses, advertising expenses and art, design and product development labor costs. SG&A also includes general and administrative expenses primarily consisting of administrative support labor and “back office” or support costs such as treasury, legal, information services, accounting, internal audit, human resources, executive management costs and costs associated with stock-based compensation. Restructuring charges include costs to reorganize, refine and optimize the Company’s infrastructure and store closures. See “Note 15—Restructuring” for additional information on the Company’s restructuring plan.

Earnings Per Share ("EPS")

Earnings Per Share (“EPS”). Basic EPS is based on the weighted average number of common shares outstanding during each period. Diluted EPS adjusts basic EPS for the effects of dilutive common stock equivalents outstanding during each period using the treasury stock method.

The following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS (in thousands, except per share data):

	For the 13		For the 13		For the 26		For the 27
	Weeks Ended		Weeks Ended		Weeks Ended		Weeks Ended
	July 4, 2015		July 5, 2014		July 4, 2015		July 5, 2014
Numerator:
Net income attributable to Fossil Group, Inc	$	54,648	$	52,517	$	92,718	$	118,860
Denominator:
Basic EPS computation:
Basic weighted average common shares outstanding	48,634		53,494		49,464		53,821
Basic EPS	$	1.12	$	0.98	$	1.87	$	2.21
Diluted EPS computation:
Basic weighted average common shares outstanding	48,634		53,494		49,464		53,821
Effect of stock options, stock appreciation rights, restricted stock units and performance restricted stock units	110		184		151		207
Diluted weighted average common shares outstanding	48,744		53,678		49,615		54,028
Diluted EPS	$	1.12	$	0.98	$	1.87	$	2.20

Approximately 569,000, 400,000, 334,000 and 302,000 weighted average common shares issuable under stock-based awards were not included in the diluted EPS calculation at the end of the Second Quarter, Year To Date Period, Prior Year Quarter and Prior Year YTD Period, respectively, because they were antidilutive.

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INCOME TAXES (Tables)

6 Months Ended

Jul. 04, 2015

INCOME TAXES

Schedule of income tax expense and related effective rate

The Company’s income tax expense and related effective rate were as follows (in thousands, except percentage data):

	For the 13			For the 13			For the 26			For the 27
	Weeks Ended			Weeks Ended			Weeks Ended			Weeks Ended
	July 4, 2015			July 5, 2014			July 4, 2015			July 5, 2014
Income tax expense	$	22,894		$	24,875		$	41,417		$	56,355
Income tax rate	28.7		%	31.2		%	29.8		%	31.2		%

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DERIVATIVES AND RISK MANAGEMENT (Details) $ in Thousands, € in Millions, ¥ in Millions, £ in Millions, MXN in Millions, CAD in Millions, AUD in Millions		3 Months Ended		6 Months Ended
	Mar. 20, 2015	Jul. 04, 2015 USD ($)	Jul. 05, 2014 USD ($)	Jul. 04, 2015 USD ($)	Jul. 05, 2014 USD ($)	Jul. 04, 2015 MXN	Jul. 04, 2015 JPY (¥)	Jul. 04, 2015 GBP (£)	Jul. 04, 2015 EUR (€)	Jul. 04, 2015 CAD	Jul. 04, 2015 AUD	Jul. 04, 2015 USD ($)	Mar. 09, 2015 USD ($)
DERIVATIVES AND RISK MANAGEMENT
Maximum period of future intercompany purchases				24 months
Forecasted purchases to manage fluctuations (as a percent)						85.00%	85.00%	85.00%	85.00%	85.00%	85.00%	85.00%
Hedges resulted ineffectiveness		$ 0	$ 0	$ 0	$ 0
Derivatives
Gains or losses reclassified into earnings		54,648	52,517	92,718	118,860
Derivatives Designated as Cash Flow Hedges
Derivatives
Term of interest rate swap agreement	10 years
Derivatives Designated as Cash Flow Hedges | Amount Reclassified from AOCI
Derivatives
Gains or losses reclassified into earnings		0	0	0	0
U.S. term loan
Derivatives
Maximum borrowing capacity													$ 231,300
Forward contracts | Net Investment Hedges
Derivatives
Hedged amount | €									€ 25.0
Forward contracts | Designated as cash flow hedges | Euro
Derivatives
Notional amount									€ 209.3			$ 250,200
Forward contracts | Designated as cash flow hedges | British pound
Derivatives
Notional amount								£ 41.9				65,900
Forward contracts | Designated as cash flow hedges | Canadian dollar
Derivatives
Notional amount										CAD 51.5		42,900
Forward contracts | Designated as cash flow hedges | Japanese yen
Derivatives
Notional amount							¥ 3,788.1					32,700
Forward contracts | Designated as cash flow hedges | Mexican peso
Derivatives
Notional amount						MXN 306.6						19,900
Forward contracts | Designated as cash flow hedges | Australian dollar
Derivatives
Notional amount											AUD 19.0	$ 14,700
Forward contracts | Not designated as hedging instruments
Derivatives
Total gain recognized in income		$ (9)	$ 0	$ 80	$ (148)
Interest rate swap | Designated as cash flow hedges
Derivatives
Term of interest rate swap agreement				5 years
Fixed interest rate swap (as a percent)						1.288%	1.288%	1.288%	1.288%	1.288%	1.288%	1.288%
Description of base rate				1-month London Interbank Offer Rate ("LIBOR") based variable rate
Total gain recognized in income				$ 3,300
S Keren Watch Group (SKWG) | Forward contracts | Not designated as hedging instruments
Derivatives
Fair value of derivative												$ 100
Consolidated leverage ratio (the Ratio) less than 1.00 to 1.00 | Interest rate swap | Designated as cash flow hedges
Derivatives
Applicable margin based on the Company's consolidated leverage ratio (as a percent)				1.25%
Consolidated leverage ratio used to calculate variable rate of debt (as a percent)						1.00%	1.00%	1.00%	1.00%	1.00%	1.00%	1.00%
Consolidated leverage ratio (the Ratio) greater than 2.00 to 1.00 | Interest rate swap | Designated as cash flow hedges
Derivatives
Applicable margin based on the Company's consolidated leverage ratio (as a percent)				2.00%
Consolidated leverage ratio used to calculate variable rate of debt (as a percent)						2.00%	2.00%	2.00%	2.00%	2.00%	2.00%	2.00%

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STOCKHOLDERS' EQUITY (Details) - USD ($) shares in Millions		3 Months Ended		6 Months Ended
		Jul. 04, 2015	Jul. 05, 2014	Jul. 04, 2015	Jul. 05, 2014
Common and Preferred Stock
Authorizations remaining		$ 841,700,000		$ 841,700,000
Stock repurchase plans | Common stock
Common Stock Repurchase Programs
Treasury stock effectively retired (in shares)				2.5
Treasury stock effectively retired				$ 25,500
Stock repurchase plans | Additional paid-in capital
Common Stock Repurchase Programs
Treasury stock effectively retired				600,000
Stock repurchase plans | Retained earnings
Common Stock Repurchase Programs
Treasury stock effectively retired				216,400,000
Stock repurchase plans | Treasury stock
Common Stock Repurchase Programs
Treasury stock effectively retired				217,000,000
Repurchase program with termination date of December 2018
Common Stock Repurchase Programs
Common stock authorized amount, value		$ 1,000,000,000		$ 1,000,000,000
Number of shares repurchased		1.3	0.0	2.2	0.0
Common stock repurchased, value		$ 102,500,000	$ 0	$ 188,200,000	$ 0
Repurchase program with termination date of December 2016
Common Stock Repurchase Programs
Common stock authorized amount, value	[1]	$ 1,000,000,000		$ 1,000,000,000
Number of shares repurchased		0.0	0.6	0.3	1.6
Common stock repurchased, value		$ 0	$ 67,300,000	$ 28,800,000	$ 184,600,000
Share repurchase plan with no termination date
Common Stock Repurchase Programs
Common stock authorized amount, value		$ 30,000,000		$ 30,000,000
Number of shares repurchased		0.0	0.0	0.0	0.0
Common stock repurchased, value		$ 0	$ 0	$ 0	$ 0

[1] In the first quarter of fiscal year 2015, the Company completed this repurchase plan.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jul. 04, 2015	Jul. 05, 2014
Operating Activities:
Net income	$ 97,458	$ 124,061
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	43,650	48,978
Stock-based compensation	9,276	9,637
Decrease in allowance for returns-net of inventory in transit	(8,438)	(3,685)
Loss on disposal of assets	2,519	423
Impairment losses	6,602	5,501
Decrease in allowance for doubtful accounts	(2,006)	(887)
Excess tax benefits from stock-based compensation	(170)	(950)
Deferred income taxes and other	6,804	(973)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	183,993	158,595
Inventories	(91,020)	(95,426)
Prepaid expenses and other current assets	(19,666)	(36,280)
Accounts payable	(1,040)	9,377
Accrued expenses	(50,563)	(60,033)
Income taxes payable	(14,898)	(2,842)
Net cash provided by operating activities	162,501	155,496
Investing Activities:
Additions to property, plant and equipment	(32,464)	(43,440)
Increase in intangible and other assets	(1,400)	(6,598)
Skagen Designs arbitration settlement	5,968	0
Business acquisitions-net of cash acquired	(4,820)	0
Net investment hedge settlement	0	410
Net cash used in investing activities	(32,716)	(49,628)
Financing Activities:
Acquisition of common stock	(218,659)	(187,158)
Distribution of noncontrolling interest earnings and other	(5,056)	(5,392)
Excess tax benefits from stock-based compensation	170	950
Debt borrowings	1,482,165	401,800
Debt payments	(1,419,161)	(363,694)
Proceeds from exercise of stock options	582	1,508
Net cash used in financing activities	(159,959)	(151,986)
Effect of exchange rate changes on cash and cash equivalents	3,777	(1,719)
Net decrease in cash and cash equivalents	(26,397)	(47,837)
Cash and cash equivalents:
Beginning of period	276,261	320,479
End of period	$ 249,864	$ 272,642

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INCOME TAXES

6 Months Ended

Jul. 04, 2015

INCOME TAXES

INCOME TAXES

5. INCOME TAXES

The Company’s income tax expense and related effective rate were as follows (in thousands, except percentage data):

	For the 13			For the 13			For the 26			For the 27
	Weeks Ended			Weeks Ended			Weeks Ended			Weeks Ended
	July 4, 2015			July 5, 2014			July 4, 2015			July 5, 2014
Income tax expense	$	22,894		$	24,875		$	41,417		$	56,355
Income tax rate	28.7		%	31.2		%	29.8		%	31.2		%

The lower effective tax rates in the Second Quarter and the Year to Date Period, as compared to the Prior Year Quarter and Prior Year YTD Period, respectively, was primarily attributable to the recognition of income tax benefits due to the settlement of audits.

As of July 4, 2015, the total amount of unrecognized tax benefits, excluding interest and penalties, was $13.1 million, of which $10.3 million would favorably impact the effective tax rate in future periods, if recognized. During the Second Quarter, the U.S. Internal Revenue Service closed its examination of the Company’s 2010-2012 federal income tax returns, and the Company expects a refund of $2.2 million, which is recorded in prepaid expenses and other current assets in the Company’s condensed consolidated balance sheets. The Company is subject to examinations in various state and foreign jurisdictions for its 2007-2013 tax years, none of which the Company believes are significant, individually or in the aggregate. Tax audit outcomes and timing of tax audit settlements are subject to significant uncertainty.

The Company has classified uncertain tax positions as long-term income taxes payable, unless such amounts are expected to be paid within twelve months of the condensed consolidated balance sheet date. As of July 4, 2015, the Company had recorded $1.7 million of unrecognized tax benefits, excluding interest and penalties, for positions that are expected to be settled within the next twelve months. Consistent with its past practice, the Company recognizes interest and/or penalties related to income tax overpayments and income tax underpayments in income tax expense and income taxes receivable/payable, respectively. The total amount of accrued income tax-related interest and penalties included in the condensed consolidated balance sheets at July 4, 2015 was $1.7 million and $0.4 million, respectively. For the Second Quarter and Year To Date Period, the Company accrued income tax-related interest expense of $0.2 million and $0.4 million, respectively.

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RESTRUCTURING (Details) - USD ($) $ in Thousands		3 Months Ended			6 Months Ended
		Jul. 04, 2015		Jul. 05, 2014	Jul. 04, 2015		Jul. 05, 2014
Restructuring Reserve
Balance at beginning of the period		$ 3,075			$ 0
Charges to expense (1)		6,471	[1]	$ 0	18,559	[1]	$ 0
Cash payments		(3,763)			(12,280)
Non-cash items		(1,885)			(2,381)
Balance at the end of the period		3,898			3,898
Organizational Realignment
Restructuring Reserve
Balance at beginning of the period		3,075			0
Charges to expense (1)	[1]	4,586			12,317
Cash payments		(3,763)			(8,419)
Non-cash items		0			0
Balance at the end of the period		3,898			3,898
Retail Profitability
Restructuring Reserve
Balance at beginning of the period		0			0
Charges to expense (1)	[1]	1,885			6,242
Cash payments		0			(3,861)
Non-cash items		(1,885)			(2,381)
Balance at the end of the period		$ 0			$ 0

[1] Charges to expense include changes in estimates

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STOCKHOLDERS' EQUITY (Tables)

6 Months Ended

Jul. 04, 2015

STOCKHOLDERS' EQUITY

Schedule of common stock repurchase activity

The following tables reflect the Company’s common stock repurchase activity for the periods indicated (in millions):

				For the 13 Weeks Ended			For the 13 Weeks Ended
				July 4, 2015			July 5, 2014
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	1.3	$	102.5	0.0	$	0.0
2012	$	1,000.0	December 2016 (1)	0.0	$	0.0	0.6	$	67.3
2010	$	30.0	None	0.0	$	0.0	0.0	$	0.0

				For the 26 Weeks Ended			For the 27 Weeks Ended
				July 4, 2015			July 5, 2014
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	2.2	$	188.2	0.0	$	0.0
2012	$	1,000.0	December 2016 (1)	0.3	$	28.8	1.6	$	184.6
2010	$	30.0	None	0.0	$	0.0	0.0	$	0.0

(1) In the first quarter of fiscal year 2015, the Company completed this repurchase plan.

Summary of changes in equity attributable to controlling and noncontrolling interest

The following tables summarize the changes in equity attributable to controlling and noncontrolling interest (in thousands):

	Fossil Group, Inc.						Total
	Stockholders’			Noncontrolling			Stockholders’
	Equity			Interest			Equity
Balance at January 3, 2015	$	977,860		$	5,941		$	983,801
Net income	92,718			4,740			97,458
Currency translation adjustment	(27,947		)	0			(27,947		)
Derivative instruments-net change	(185		)	0			(185		)
Common stock issued upon exercise of stock options	582			0			582
Tax expense derived from stock-based compensation	(699		)	0			(699		)
Distribution of noncontrolling interest earnings	0			(5,056		)	(5,056		)
Business acquisition	0			5,831			5,831
Acquisition of common stock	(218,659		)	0			(218,659		)
Stock-based compensation expense	9,276			0			9,276
Balance at July 4, 2015	$	832,946		$	11,456		$	844,402

	Fossil Group, Inc.						Total
	Stockholders’			Noncontrolling			Stockholders’
	Equity			Interest			Equity
Balance at December 28, 2013	$	1,068,677		$	6,690		$	1,075,367
Net income	118,860			5,201			124,061
Currency translation adjustment	399			0			399
Derivative instruments-net change	(412		)	0			(412		)
Common stock issued upon exercise of stock options	1,508			0			1,508
Tax benefit derived from stock-based compensation	950			0			950
Distribution of noncontrolling interest earnings and other.	0			(5,392		)	(5,392		)
Pension plan activity	(3,293		)	0			(3,293		)
Acquisition of common stock	(187,158		)	0			(187,158		)
Stock-based compensation expense	9,637			0			9,637
Balance at July 5, 2014	$	1,009,168		$	6,499		$	1,015,667

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INVENTORIES (Details) - USD ($) $ in Thousands	Jul. 04, 2015	Jan. 03, 2015
INVENTORIES
Components and parts	$ 58,942	$ 48,797
Work-in-process	9,352	13,719
Finished goods	601,040	534,765
Inventories	$ 669,334	$ 597,281

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RESTRUCTURING

6 Months Ended

Jul. 04, 2015

RESTRUCTURING

RESTRUCTURING

15. RESTRUCTURING

The Company implemented a restructuring program in the first quarter of fiscal year 2015 to optimize its operating structure and store locations.  The costs associated with this plan include various charges, including severance and other employment related costs, professional services and costs related to store closures. The following tables show a rollforward of the liability incurred for the Company’s restructuring plan (in thousands):

	For the 13 Weeks ended July 4, 2015
	Organizational Realignment			Retail Profitability			Total
Balance at April 4, 2015	$	3,075		$	0		$	3,075
Charges to expense (1)	4,586			1,885			6,471
Cash payments	(3,763		)	0			(3,763		)
Non-cash items	0			(1,885		)	(1,885		)
Balance at July 4, 2015	$	3,898		$	0		$	3,898

	For the 26 Weeks ended July 4, 2015
	Organizational Realignment			Retail Profitability			Total
Balance at January 3, 2015	$	0		$	0		$	0
Charges to expense (1)	12,317			6,242			18,559
Cash payments	(8,419		)	(3,861		)	(12,280		)
Non-cash items	0			(2,381		)	(2,381		)
Balance at July 4, 2015	$	3,898		$	0		$	3,898

(1) Charges to expense include changes in estimates