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Mail Stop 3561
April 27, 2006
Mr. Maurice Marciano
Co-Chief Executive Officer and Director
Guess?, Inc.
1444 South Alameda Street
Los Angeles, California 90021
RE: Guess?, Inc.
Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 13, 2006
File No. 1-11893
Dear Mr. Marciano:
We have reviewed your filing and have the following
comments. We have limited our review to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your documents. Where indicated, we
think you should revise your future filings disclosures in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for Fiscal Year Ended December 31, 2005
Liquidity and Capital Resources, page 34
1. Please add interest payments related to your long-term debt to
the
table. Please include a note to the table to specify that the
operating lease obligations figure does not include insurance,
taxes
and common area maintenance (CAM) charges to which the company is
obligated. Provide a context for the reader to understand the
impact
of such charges on your total operating lease obligations.
Because
the table is aimed at increasing transparency of cash flow, we
believe these payments should be included in the table. If you
choose not to include these payments, a footnote to the table
should
clearly identify the excluded item and provide any additional
information that is material to an understanding of your future
cash
requirements. See Item 303(a)(5) of Regulation S-K and Section
IV.A
and footnote 46 to the Commission`s MD&A Guidance issued December
19,
2003 available at www.sec.gov.
Consolidated Balance Sheets, Page F-3
2. Please tell us your basis in GAAP for classifying your
restricted
cash amounts as current assets. In this regard we note that the
debt
related to this restriction is long-term.
Consolidated Statement of Cash Flows, Page F-6
3. Please tell us your basis in GAAP for classifying as financing
activities the amortization of your deferred compensation amounts
and
the reduction of income taxes paid as a result of the deduction
triggered by the employee exercise of stock options that was
realized
through equity and did not reduce income tax expense. Prior to
the
adoption of SFAS 123(R), we would expect these amounts to be
classified as operating cash flows. Refer to EITF 00-15 and
paragraphs 16-17 of APB 25.
Notes to Consolidated Financial Statements, page F-7
General
4. We note that you sell a variety of products based on
information
disclosed in Item 1. Business and the product line references on
your website. Please provide the product line revenue disclosures
required by paragraph 37 of SFAS 131. In particular, we assume
that
would require revenue disclosures for each period presented for
the
following:
- - Women`s apparel
- - Men`s apparel
- - Accessories
- - Other
If you believe that other product categories are more
appropriate, please advise.
5. Please tell us and disclose your accounting policy for your
gift
certificates and store credits.
Note 8. Notes Payable and Long-Term Debt, page F-18
6. Please disclose the carrying amount and classification of those
assets pledged as collateral under your 6.75% notes due June 2012.
Refer to paragraph 17(a)(2) of SFAS 140.
Note 10. Acquisition of Maco Apparel S.p.A, page F-21
7. Please provide us with your significance tests under Rule 3-05
of
Regulation S-X for your acquisition of Maco Apparel and the retail
stores purchased in Europe. Please tell us if the acquisition of
Maco Apparel and the retail stores represents an acquisition of a
group of related businesses as the term is defined in Rule 3-05
(3)
of Regulation S-X. Please tell us if you recognized any
intangible
asset related to Maco Apparel`s agreement to license your products
in
Europe. Additionally, tell us if you recognized any intangible
asset
related to the distribution network obtained as a result of the
acquisition. If you have not recognized intangible assets other
than
goodwill, please tell us in detail why not. Refer to EITF 03-9,
04-1
and SFAS 141 and 142.
Note 12. Commitments and Contingencies, page F-26
Litigation, page F-26
8. With respect to the complaint filed by Michele Evets please
disclose an estimate of the reasonably possible loss or range of
loss
or explicitly state that such an estimate cannot be made. Refer
to
paragraph 10 of SFAS 5.
Schedule II Valuation and Qualifying Accounts, page F-33
9. Please disclose information related to your sales returns
allowance or tell us why you believe no such disclosure is
required.
Alternatively, you may disclose the information in the notes to
the
financial statements. See Rules 5-04 and 12-09 of Regulation S-X.
Exhibits 31.1, 31.2, 31.3, 31.4
10. Please confirm that the inclusion of your Chief Executive
Officers`, Chief Operating Officer`s and Chief Financial Officer`s
titles was not intended to limit the capacity in which such
individuals provided the certifications. In the future, eliminate
reference to the CEOs`, COO`s and CFO`s titles in the introductory
paragraph of the certifications to conform to the format provided
in
Item 601(b)(31) of Regulation S-K.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please understand that we may have additional comments after
reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
If you have any questions regarding these comments,
please
direct them to Anthony Watson, Staff Accountant, at (202) 551-3318
or, in his absence, to me at (202) 551-3843.
Sincerely,
George F. Ohsiek, Jr.
Branch Chief
Mr. Maurice Marciano
Guess?, Inc.
April 27, 2006
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