Guess? : Annual Report FY2024

FISCAL 2024 ANNUAL REPORT

GUESS Shibuya Store

Tokyo, JAPAN

GUESS Century City Mall

Los Angeles, CALIFORNIA

GUESS Caesars Palace

Las Vegas, NEVADA

CEO'S LETTER TO OUR SHAREHOLDERS

Dear Shareholders:

Fiscal 2024 was a year of achievement and transformation for Guess? with strong financial performance and enhanced value creation for our shareholders. Overall, for the year, we delivered revenue growth of 3% in U.S. dollars, operating margin above 9% and earnings per share above $3.00. We continued to strengthen our capital structure and closed the year with a cash position of $360 million. During fiscal 2024 and the first quarter of fiscal 2025, we executed three convertible note exchanges, effectively extending the maturity of a significant portion of our 2024 convertible notes by four years and resulting in the issuance of our 2028 convertible notes for $352 million.

We remain committed to returning capital to our shareholders through our dividend and share repurchase programs. During the fiscal year, we increased our regular quarterly dividend by 33% to 30 cents per share and repurchased $64 million of our shares. More recently, we were pleased to announce a $2.25 special dividend to be paid in May 2024 and the Board's authorization of a new share repurchase program which will enable us to buy back up to another $200 million of our shares, of which we acquired approximately 326,000 shares in April.

Our performance in fiscal 2024 was the result of our strong brand momentum around the world, the robust customer response to our great product assortment, and the amazing attitude and discipline our teams continue to demonstrate. Our performance through the fiscal year shows the benefits of our unique diversified business model and how we are leveraging our powerful platform across multiple product categories, geographies and channels of distribution.

During the year, we introduced six critical initiatives to drive growth and increase shareholder value and we made progress against each:

1. Organization and Talent. We are committed to maintaining best-in-class teams and are taking actions to improve accountability and productivity as well as better facilitate decision making.
2. Growth. We are focused on driving revenue and operating income growth through internal and external opportunities, including strategic acquisitions.
3. Brand Relevancy. We are continuing to optimize our brand architecture to appeal to our three target consumer groups: Heritage, Millennials, and Generation Z.
4. Customer Centricity and Digital Expansion. The customer continues to be at the center of everything we do through the entire brand experience as we further expand our digital business.
5. Product Excellence. Through Paul's vision and through our team's efforts in recent years we have successfully elevated our assortments and we continue to focus on product innovation, design and quality, while we invest in improved sustainability of our products.

6. Optimization, Efficiency, Profitability and Return on Invested Capital. We have made significant improvements across our operations in recent years and are continuing to analyze and assess our business to ensure we operate at the highest level of efficiency and effectiveness.

We believe that we are at an inflection point in our Company's 43-year history. We have a strong and highly diversified business model and a solid capital structure. We have developed a platform that can power a bigger business, generate synergistic growth and margin expansion, and deliver significant value creation over time. We have expertise in virtually every distribution model in which our products are sold. We sell through our own stores and digital channels and work with wholesale partners, from large department stores to mom-and-pops. And we have developed a network of licensee partners that support our portfolio of multiple product categories. Our powerful capabilities have clearly served the Company well, enabling us to grow to be a nearly $3 billion annual revenue company.

The inflection point is that we view these capabilities as a platform to drive outsized growth. The power to take a smaller regional or national brand and make it global. The power to leverage our portfolio of product categories and build a mono-category brand into a lifestyle brand. The power to make something exponentially bigger, because we can grow it across multiple dimensions. Our launch of GUESS JEANS, a new brand with a strong focus on the Gen-Z consumer, and our recently completed acquisition of rag & bone- which represents our first acquisition of a brand in the Company's history-are perfect examples of how we intend to leverage our platform to drive growth through our global distribution footprint, digital platform, wholesale partners and network of licensees. We are enjoying strong momentum across the world with the Guess and Marciano brands, and now, by adding rag & bone to our portfolio, we are positioned for even greater expansion and an opportunity to attract a more affluent and very strong customer base.

We are very pleased with our results this past year and very proud of our teams' accomplishments. On behalf of Paul and I, we are grateful to all of our associates worldwide for their efforts and their valuable contributions to transform our business. These are clearly paying off.

We also want to thank you, our shareholders, for your continued investment in and support of Guess. We look forward to continuing to deliver in the years ahead.

Sincerely,

Carlos E. Alberini

Chief Executive Officer and Director

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

• Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended February 3, 2024
  OR
• Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period fromto

Commission File Number 1-11893

GUESS?, INC.

(Exact name of registrant as specified in its charter)

	Delaware						95-3679695
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
				Strada Regina 44
			Bioggio, Switzerland CH-6934
				[phone]
	(Address, including zip code, and telephone number, including area code)
	Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share		GES		New York Stock Exchange
	Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant	is	a	well-known	seasoned issuer, as	defined in	Rule	405 of	the Securities
Act. Yes x No ☐
Indicate by check mark if the registrant	is	not	required to	file	reports pursuant	to Section	13 or	Section	15(d) of the
Act. Yes ☐	No x

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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐

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

As of the close of business on July 28, 2023, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was $552,871,821 based upon the closing price of $20.74 on the New York Stock Exchange composite tape on such date. For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant.

As of the close of business on March 25, 2024, the registrant had 53,179,878 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the registrant's 2024 Annual Meeting of Stockholders, which will be filed not later than 120 days after the end of our fiscal year, are incorporated by reference into Part III herein.

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TABLE OF CONTENTS

Item Description

PART I

• Business...........................................................................................................................................
  1A Risk Factors .....................................................................................................................................
  1B Unresolved Staff Comments............................................................................................................
  1C Cybersecurity...................................................................................................................................
  2 Properties.........................................................................................................................................
  3 Legal Proceedings ...........................................................................................................................
  4 Mine Safety Disclosures..................................................................................................................

PART II

• Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities..............................................................................................................................

6 Reserved ..........................................................................................................................................

7 Management's Discussion and Analysis of Financial Condition and Results of Operations .........

7A Quantitative and Qualitative Disclosures About Market Risk ........................................................

8 Financial Statements and Supplementary Data ...............................................................................

9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .........

9A Controls and Procedures..................................................................................................................

9B Other Information............................................................................................................................

9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ............................................

PART III

1. Directors, Executive Officers and Corporate Governance ..............................................................
2. Executive Compensation .................................................................................................................
3. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.............................................................................................................................................
4. Certain Relationships and Related Transactions, and Director Independence................................
5. Principal Accountant Fees and Services..........................................................................................

PART IV

1. Exhibits and Financial Statement Schedules
2. Form 10-KSummary..........................................................................................................................................................................................................

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IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including documents incorporated by reference herein, contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward- looking statements may also be contained in our other reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in our press releases and in other documents. In addition, from time-to-time, we, through our management, may make oral forward-looking statements. All statements other than statements of historical or current fact are forward-looking statements. These statements include those relating to expectations, analyses and other information based on current plans, forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our goals, future prospects, potential actions, the ongoing wars in Ukraine and Gaza, the Red Sea crisis and other events impacting our supply chain and the markets in which we operate, strategic initiatives, plans to expand our business, including through our planned acquisition of rag & bone, our expectations regarding our convertible senior notes, global cost reduction opportunities and profitability efforts, capital allocation plans, cash needs and current business strategies. These forward-looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "continue," "could," "create," "estimate," "expect," "goal," "intend," "may," "outlook," "pending," "plan," "predict," "project," "see," "should," "strategy," "will," "would," and other similar terms and phrases, including references to assumptions.

The forward-looking statements included herein are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. These risks and uncertainties, all of which are difficult or impossible to predict accurately and many of which are beyond our control, include, but are not limited to, those made below under "Summary of Risk Factors" and in Item 1A "Risk Factors" in this Annual Report.

You should carefully consider these risks, as well as the additional risks described in other documents we file with the United States Securities and Exchange Commission (the "SEC") in the future, including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which may from time to time amend, supplement or supersede the risks and uncertainties we disclose. We also operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements.

The forward-looking statements included herein are based on current expectations of our management based on available information and are believed to be reasonable. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Except as required by law, we undertake no obligation to revise the forward-looking statements contained herein, whether to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events or otherwise. You should read this Annual Report on Form 10-K and the other documents we file with the SEC with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by the cautionary statements referenced above.

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