Stockholders’ Equity and Redeemable Noncontrolling Interests

A reconciliation of common stock outstanding, treasury stock and the total carrying amount of total stockholders’ equity, Guess?, Inc. stockholders’ equity and stockholders’ equity attributable to nonredeemable and redeemable noncontrolling interests for the fiscal year ended January 30, 2016 and nine months ended October 29, 2016 is as follows (in thousands, except share data):



	Shares				Stockholders’ Equity
	Common Stock		Treasury Stock		Guess?, Inc. Stockholders’ Equity			Nonredeemable Noncontrolling Interests			Total			Redeemable Noncontrolling Interests
Balance at January 31, 2015	85,323,154		54,235,846		$	1,073,856		$	15,590		$	1,089,446		$	4,437
Net earnings	—		—		81,851			2,964			84,815			—
Foreign currency translation adjustment	—		—		(36,083		)	(1,661		)	(37,744		)	(476		)
Gain on derivative financial instruments designated as cash flow hedges, net of income tax of ($559)	—		—		95			—			95			—
Unrealized loss on marketable securities, net of income tax of $7	—		—		(12		)	—			(12		)	—
Actuarial valuation gain (loss) and related amortization, plan amendment, curtailment, prior service credit amortization and foreign currency and other adjustments on defined benefit plans, net of income tax of ($2,972)	—		—		5,011			—			5,011			—
Issuance of common stock under stock compensation plans, net of tax effect	469,937		—		(4,023		)	—			(4,023		)	—
Issuance of stock under Employee Stock Purchase Plan	40,846		(40,846	)	660			—			660			—
Share-based compensation	—		—		18,880			—			18,880			—
Dividends	—		—		(77,287		)	—			(77,287		)	—
Share repurchases	(2,000,000	)	2,000,000		(44,053		)	—			(44,053		)	—
Noncontrolling interest capital contribution	—		—		—			—			—			871
Noncontrolling interest capital distribution	—		—		—			(4,075		)	(4,075		)	—
Redeemable noncontrolling interest redemption value adjustment	—		—		(420		)	—			(420		)	420
Balance at January 30, 2016	83,833,937		56,195,000		$	1,018,475		$	12,818		$	1,031,293		$	5,252
Net earnings	—		—		16,194			548			16,742			—
Foreign currency translation adjustment	—		—		15,534			(1,004		)	14,530			289
Loss on derivative financial instruments designated as cash flow hedges, net of income tax of $1,339	—		—		(4,577		)	—			(4,577		)	—
Other-than-temporary-impairment and unrealized loss on marketable securities, net of income tax of ($6)	—		—		15			—			15			—
Actuarial valuation and prior service credit amortization and foreign currency and other adjustments on defined benefit plans, net of income tax of ($48)	—		—		99			—			99			—
Issuance of common stock under stock compensation plans, net of tax effect	516,083		—		(1,219		)	—			(1,219		)	—
Issuance of stock under Employee Stock Purchase Plan	33,118		(33,118	)	442			—			442			—
Share-based compensation	—		—		12,768			—			12,768			—
Dividends	—		—		(57,712		)	—			(57,712		)	—
Purchase of redeemable noncontrolling interest	—		—		(1,133		)	1,133			—			(4,445		)
Noncontrolling interest capital contribution	—		—		—			—			—			2,157
Noncontrolling interest capital distribution	—		—		—			(2,759		)	(2,759		)	—
Redeemable noncontrolling interest redemption value adjustment	—		—		(670		)	—			(670		)	670
Balance at October 29, 2016	84,383,138		56,161,882		$	998,216		$	10,736		$	1,008,952		$	3,923

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss), net of related income taxes, for the three and nine months ended October 29, 2016 and October 31, 2015 are as follows (in thousands):



	Three Months Ended Oct 29, 2016
	Foreign Currency Translation Adjustment			Derivative Financial Instruments Designated as Cash Flow Hedges			Marketable Securities			Defined Benefit Plans			Total
Balance at July 30, 2016	$	(129,518	)	$	(37	)	$	(16	)	$	(7,643	)	$	(137,214	)
Gains (losses) arising during the period	(12,600		)	3,305			—			42			(9,253		)
Reclassification to net earnings for (gains) losses realized	—			(593		)	16			61			(516		)
Net other comprehensive income (loss)	(12,600		)	2,712			16			103			(9,769		)
Balance at October 29, 2016	$	(142,118	)	$	2,675		$	—		$	(7,540	)	$	(146,983	)



	Nine Months Ended Oct 29, 2016
	Foreign Currency Translation Adjustment			Derivative Financial Instruments Designated as Cash Flow Hedges			Marketable Securities			Defined Benefit Plans			Total
Balance at January 30, 2016	$	(157,652	)	$	7,252		$	(15	)	$	(7,639	)	$	(158,054	)
Gains (losses) arising during the period	15,534			(1,958		)	(1		)	(81		)	13,494
Reclassification to net earnings for (gains) losses realized	—			(2,619		)	16			180			(2,423		)
Net other comprehensive income (loss)	15,534			(4,577		)	15			99			11,071
Balance at October 29, 2016	$	(142,118	)	$	2,675		$	—		$	(7,540	)	$	(146,983	)



	Three Months Ended Oct 31, 2015
	Foreign Currency Translation Adjustment			Derivative Financial Instruments Designated as Cash Flow Hedges			Marketable Securities			Defined Benefit Plans			Total
Balance at August 1, 2015	$	(142,605	)	$	5,868		$	(11	)	$	(6,056	)	$	(142,804	)
Gains (losses) arising during the period	2,292			330			(1		)	—			2,621
Reclassification to net earnings for (gains) losses realized	—			(2,158		)	—			102			(2,056		)
Net other comprehensive income (loss)	2,292			(1,828		)	(1		)	102			565
Balance at October 31, 2015	$	(140,313	)	$	4,040		$	(12	)	$	(5,954	)	$	(142,239	)



	Nine Months Ended Oct 31, 2015
	Foreign Currency Translation Adjustment			Derivative Financial Instruments Designated as Cash Flow Hedges			Marketable Securities			Defined Benefit Plans			Total
Balance at January 31, 2015	$	(121,569	)	$	7,157		$	(3	)	$	(12,650	)	$	(127,065	)
Gains (losses) arising during the period	(18,744		)	3,988			(9		)	7,026			(7,739		)
Reclassification to net earnings for gains realized	—			(7,105		)	—			(330		)	(7,435		)
Net other comprehensive income (loss)	(18,744		)	(3,117		)	(9		)	6,696			(15,174		)
Balance at October 31, 2015	$	(140,313	)	$	4,040		$	(12	)	$	(5,954	)	$	(142,239	)

Details on reclassifications out of accumulated other comprehensive income (loss) to net earnings during the three and nine months ended October 29, 2016 and October 31, 2015 are as follows (in thousands):



	Three Months Ended						Nine Months Ended						Location of (Gain) Loss Reclassified from Accumulated OCI into Earnings
	Oct 29, 2016			Oct 31, 2015			Oct 29, 2016			Oct 31, 2015
Derivative financial instruments designated as cash flow hedges:
Foreign exchange currency contracts	$	(739	)	$	(2,507	)	$	(3,315	)	$	(7,450	)	Cost of product sales
Foreign exchange currency contracts	(45		)	40			(126		)	(776		)	Other income/expense
Interest rate swap	57			—			167			—			Interest expense
Less income tax effect	134			309			655			1,121			Income tax expense
	(593		)	(2,158		)	(2,619		)	(7,105		)
Marketable securities:
Available-for-sale securities	25			—			25			—			Other income/expense
Less income tax effect	(9		)	—			(9		)	—			Income tax expense
	16			—			16			—
Defined benefit plans:
Actuarial loss amortization	86			116			257			1,059			₍₁₎
Prior service credit amortization	(7		)	—			(21		)	(97		)	₍₁₎
Curtailment	—			—			—			(1,651		)	₍₁₎
Less income tax effect	(18		)	(14		)	(56		)	359			Income tax expense
	61			102			180			(330		)
Total reclassifications during the period	$	(516	)	$	(2,056	)	$	(2,423	)	$	(7,435	)

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(1)	These accumulated other comprehensive income (loss) components are included in the computation of net periodic defined benefit pension cost. Refer to Note 13 for further information.

Redeemable Noncontrolling Interests

The Company is party to a put arrangement with respect to the common securities that represent the remaining noncontrolling interest for its majority-owned subsidiary, Guess Brasil Comércio e Distribuição S.A. (“Guess Brazil”), which was established through a majority-owned joint venture during fiscal 2014. The put arrangement for Guess Brazil, representing 40% of the total outstanding equity interest of that subsidiary, may be exercised at the discretion of the noncontrolling interest holder by providing written notice to the Company beginning in the sixth year of the agreement, or sooner in certain limited circumstances, and every third anniversary from the end of the sixth year thereafter subject to certain time restrictions. The redemption value of the Guess Brazil put arrangement is based on a multiple of Guess Brazil’s earnings before interest, taxes, depreciation and amortization subject to certain adjustments and is classified as a redeemable noncontrolling interest outside of permanent equity in the Company’s condensed consolidated balance sheet. During the nine months ended October 29, 2016, the Company and the noncontrolling interest holder increased their capital contributions by $1.7 million, of which $1.0 million was paid by the Company and the remaining amount was paid by the noncontrolling interest holder to retain the same pro-rata interest in Guess Brazil. The carrying value of the redeemable noncontrolling interest related to Guess Brazil was $1.6 million and $0.7 million as of October 29, 2016 and January 30, 2016, respectively.

During fiscal 2016, the Company entered into a new majority-owned joint venture to establish Guess? CIS, LLC (“Guess CIS”) which is based in Russia. The Company made an initial contribution of $2.0 million to obtain a 70% interest in Guess CIS and is party to a put arrangement with respect to the common securities that represent the remaining noncontrolling interest. During the nine months ended October 29, 2016, the Company and the noncontrolling interest holder increased their capital contributions by $5.0 million, of which $3.5 million was paid by the Company and the remaining amount was paid by the noncontrolling interest holder to retain the same pro-rata interest in Guess CIS. The put arrangement may be exercised at the discretion of the noncontrolling interest holder by providing written notice to the Company during the period beginning after the fifth anniversary of the agreement through December 31, 2025, or sooner in certain limited circumstances. The redemption value of the Guess CIS put arrangement is based on a multiple of Guess CIS’s earnings before interest, taxes, depreciation and amortization subject to certain adjustments and is classified as a redeemable noncontrolling interest outside of permanent equity in the Company’s condensed consolidated balance sheet. The carrying value of the redeemable noncontrolling interest related to Guess CIS was $2.3 million and $0.9 million as of October 29, 2016 and January 30, 2016, respectively.

The Company was previously party to a put arrangement in connection with its now wholly-owned subsidiary, Guess Sud SAS (“Guess Sud”). Under the terms of this put arrangement, which represented 40% of the total outstanding interest of that subsidiary, the noncontrolling interest holder had the option to exercise the put arrangement at its discretion by providing written notice to the Company any time after January 30, 2012. The redemption value of the put arrangement was determined based on a method which approximated fair value. In May 2016, the Company acquired the remaining 40% interest in Guess Sud for $4.4 million. At January 30, 2016, the redemption value related to the Guess Sud put arrangement was $3.7 million and was included in redeemable noncontrolling interests.