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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

   Date of Report (Date of earliest event reported): May 4, 2005 (May 4, 2005)

                                  GUESS?, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

                  1-11893                             95-3679695
         (Commission File Number)         (IRS Employer Identification No.)

              1444 S. Alameda Street Los Angeles, California 90021
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (213) 765-3100

                                 Not applicable
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13a-4(c))

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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. Guess?, Inc. issued a press release on May 4, 2005. The press release announced its financial results for the quarter ended April 2, 2005. The press release is attached hereto as Exhibit 99.1. The information in this Form 8-K is being furnished under Item 2.02 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibit is furnished herewith: 99.1 Press Release of Guess?, Inc. dated May 4, 2005 (financial results for the quarter ended April 2, 2005)

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Guess?, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: May 4, 2005 GUESS?, INC. ------------------------------ Registrant By: /s/ Maurice Marciano ------------------------------ Maurice Marciano Co-Chairman of the Board, Co-Chief Executive Officer and Director

EXHIBIT INDEX Exhibit No. Description - ----------- ----------------------------------------------------------------- 99.1 Press Release of Guess?, Inc. dated May 4, 2005 (financial results for the quarter ended April 2, 2005)

                                                                    Exhibit 99.1

    GUESS?, INC. REPORTS FIRST QUARTER 2005 FINANCIAL RESULTS AHEAD OF PLAN,
              DRIVEN BY STRONG PERFORMANCE FROM EUROPEAN OPERATION

               FIRST QUARTER EPS OF $0.18 VERSUS $0.02 IN 2004

     LOS ANGELES, May 4 /PRNewswire-FirstCall/ -- Guess?, Inc. (NYSE: GES) today
reported financial results for the first quarter ended April 2, 2005.

     First Quarter Results
     For the first quarter of 2005, the Company reported net earnings of $8.2
million, or diluted earnings of $0.18 per share, compared to net earnings of
$0.8 million, or diluted earnings of $0.02 per share, for the first quarter
ended March 27, 2004. The first quarter ended April 2, 2005 had 92 days compared
to 87 days in the first quarter ended March 27, 2004.

     Carlos Alberini, President and COO, commented, "Our first quarter financial
results were stronger than plan and significantly ahead of last year's
performance. These improved results reflected primarily a higher than
anticipated contribution from our European business, although a portion of this
contribution had been planned for the second quarter of 2005. Europe as a region
benefited from very robust sales of accessories and stronger than expected
performance from the European jeanswear business we just acquired. Our domestic
wholesale business and licensing operations also had improved results in the
quarter. We are very pleased with the Company's overall results in the period.
Moreover, we see significant opportunities in all of our businesses and remain
confident in our outlook for 2005."

     Total net revenue for the first quarter of 2005 increased 40.6% to $215.6
million from $153.3 million in the first quarter of 2004, including $26.3
million in revenue from the European acquisition. The Company's retail
operations in the U.S. and Canada generated revenues of $116.5 million in the
2005 first quarter, a 17.1% increase from $99.5 million reported in the same
period a year ago. Comparable store sales for the U.S. and Canada increased 4.5%
during the first quarter of 2005 from the year-ago period. Net revenue from the
Company's wholesale segment, which excludes Europe, increased 10.6% to $31.1
million in the first quarter of 2005, compared to $28.1 million in the year-ago
period. Net revenue from the Company's European operations increased by $41.8
million to $56.6 million in the first quarter of 2005, compared to $14.8 million
in the prior year period. Licensing segment net revenue increased 4.3% to $11.4
million in the 2005 first quarter from $10.9 million in the first quarter last
year.

     The Company also noted that its earnings as stated in U.S. dollars
benefited from the strong Euro currency which has appreciated by approximately
6.5% against the U.S. dollar in the last 12 months.

     April 2005 Retail Sales
     The Company also reported today retail sales for its stores in the U.S. and
Canada for fiscal April 2005. Total April retail sales for the four weeks ended
April 30, 2005, were $39.4 million, an increase of 8.4% from sales of $36.3
million for the four weeks ended May 1, 2004. Comparable store sales for the
April period decreased 1.2% compared to the year-ago period.

     Change in Segment Reporting
     In the first quarter of 2005, the Company revised its segment reporting to
include its European operations as a separate segment. The Company believes this
segment reporting better reflects how its four business segments -- retail,
wholesale, European and licensing -- are managed and each segment's performance
is evaluated. The European segment includes both wholesale and retail operations
in Europe. The retail segment includes the Company's retail operations in North
America. The wholesale segment includes the wholesale operations in North
America and internationally, excluding Europe. The licensing segment includes
the worldwide licensing operations of the Company. All amounts for 2004 have
been revised to conform to the 2005 presentation and are included with this
release.

     The Company will hold a conference call at 4:30 pm (ET) on May 4, 2005 to
discuss the news announced in this press release. A live webcast of the
conference call will be accessible at www.guess.com via the "Investor's Info"
link from the "Guess, Inc." section of the site. The webcast will be archived on
the website for 30 days.

                                     Page 1

Guess?, Inc. designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, accessories and related consumer products. At April 2, 2005 the Company owned and operated 289 retail stores in the United States and Canada. The Company also distributes its products through better department and specialty stores around the world. For more information about the Company, please visit www.guess.com. Except for historical information contained herein, certain matters discussed in this press release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are only expectations, and involve known and unknown risks and uncertainties, which may cause actual results in future periods and other future events to differ materially from what is currently anticipated. Factors which may cause actual results in future periods to differ from current expectations include, among other things, the continued availability of sufficient working capital, the successful integration of acquisitions and new stores into existing operations, the continued desirability and customer acceptance of existing and future product lines (including licensed product lines), possible cancellations of wholesale orders, the success of competitive products, and the availability of adequate sources of capital. In addition to these factors, the economic and other factors identified in the Company's most recent annual report on Form 10-K for the fiscal year ended December 31, 2004 including but not limited to the risk factors discussed therein, could affect the forward-looking statements contained herein and in the Company's other public documents. Contact: Carlos Alberini President & Chief Operating Officer Guess?, Inc. (213) 765-3582 Frederick G. Silny SVP & Chief Financial Officer (213) 765-3289 Wendi Kopsick Kekst and Company (212) 521-4800 Page 2

Guess?, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (in thousands, except per share data) (Unaudited) Three Months Ended ----------------------------------- April 2, March 27, 2005 2004 ---------------- ---------------- $ % $ % Net revenue Product sales $ 204,194 94.7% $ 142,405 92.9% Net royalties 11,414 5.3% 10,940 7.1% 215,608 100.0% 153,345 100.0% Cost of product sales 133,385 61.9% 100,815 65.7% Gross profit 82,223 38.1% 52,530 34.3% Selling, general and administrative expenses 67,069 31.1% 49,921 32.6% Earnings from operations 15,154 7.0% 2,609 1.7% Other (income) expense: Interest expense 1,754 0.8% 1,385 0.9% Interest income (435) (0.2%) (102) (0.1%) Earnings before income taxes 13,835 6.4% 1,326 0.9% Income taxes 5,672 2.6% 570 0.4% Net earnings $ 8,163 3.8% $ 756 0.5% Net earnings per share: Basic $ 0.18 $ 0.02 Diluted $ 0.18 $ 0.02 Weighted number of shares outstanding: Basic 44,200 43,760 Diluted 44,644 44,361 Guess?, Inc. and Subsidiaries Consolidated Segment Data (in thousands) (Unaudited) Three Months Ended -------------------------- April 2, March 27, 2005 2004 ----------- ----------- Net revenue: Retail operations $ 116,495 $ 99,524 Wholesale operations 31,059 28,089 European operations 56,640 14,792 Licensing operations 11,414 10,940 $ 215,608 $ 153,345 Earnings (loss) from operations: Retail operations $ (3,408) $ (1,678) Wholesale operations 2,127 (1,194) European operations 15,853 5,291 Licensing operations 9,144 8,983 Corporate overhead (8,562) (8,793) $ 15,154 $ 2,609 Page 3

Guess?, Inc. and Subsidiaries Selected Condensed Consolidated Balance Sheet Data (in thousands) (Unaudited) April 2, December 31, March 27, 2005 2004 2004 --------- ------------- ---------- ASSETS Cash and cash equivalents $ 89,248 $ 106,003 $ 45,724 Restricted cash 3,403 3,660 4,260 Receivables, net 123,007 53,915 51,118 Inventories, net 95,595 82,329 81,044 Other current assets 26,375 25,116 25,433 Property and equipment, net 117,659 113,944 109,988 Other assets 57,659 39,337 37,261 Total Assets $ 512,946 $ 424,304 $ 354,828 LIABILITIES AND STOCKHOLDERS' EQUITY Current installments of notes payable and long-term debt $ 53,905 $ 13,430 $ 15,124 Other current liabilities 140,058 119,369 89,328 Notes payable and long-term debt, excluding current installments 53,865 41,396 50,349 Other liabilities 37,467 29,532 15,820 Stockholders' equity 227,651 220,577 184,207 Total Liabilities and Stockholders' Equity $ 512,946 $ 424,304 $ 354,828 Guess?, Inc. and Subsidiaries Condensed Consolidated Cash Flow Data (in thousands) (Unaudited) Three Months Ended ------------------------- April 2, March 27, 2005 2004 ---------- ----------- Net cash used in operating activities $ (2,737) $ (15,644) Net cash used in investing activities (27,145) (4,471) Net cash provided by (used in) financing activities 13,309 (1,278) Effect of exchange rates on cash (182) (46) Net decrease in cash and cash equivalents (16,755) (21,439) Cash and cash equivalents at the beginning of the year 106,003 67,163 Cash and cash equivalents at the end of the period $ 89,248 $ 45,724 Supplemental information: Depreciation and amortization $ 8,427 $ 8,708 Rent 16,767 15,161 Page 4

Guess?, Inc. and Subsidiaries Retail Store Data U.S. and Canada (Unaudited) Three Months Ended ------------------------- April 2, March 27, 2005 2004 ----------- ----------- Number of stores at the beginning of the year 287 265 Store openings 7 1 Store closures (5) (7) Number of stores at the end of the period 289 259 Total store square footage at the end of the period 1,465,000 1,342,000 Guess?, Inc. and Subsidiaries Consolidated Segment Data - Revised (in thousands) (Unaudited) First Second Third Fourth Quarter Quarter Quarter Quarter Year Ended Ended Ended Ended Ended Mar 27, Jun 26, Sep 25, Dec 31, Dec 31, 2004 2004 2004 2004 2004 --------- --------- --------- --------- --------- Net revenue: Retail operations $ 99,524 $ 115,248 $ 132,133 $ 171,950 $ 518,855 Wholesale operations 28,089 25,214 34,112 32,977 120,392 European operations 14,792 4,027 17,308 6,646 42,773 Licensing operations 10,940 9,608 14,284 12,410 47,242 $ 153,345 $ 154,097 $ 197,837 $ 223,983 $ 729,262 Earnings (loss) from operations: Retail operations $ (1,678) $ 12,546 $ 12,743 $ 24,177 $ 47,788 Wholesale operations (1,194) (4,752) (741) 1,122 (5,565) European operations 5,291 (508) 4,580 (1,615) 7,748 Licensing operations 8,983 7,065 12,130 9,544 37,722 Corporate overhead (8,793) (9,138) (7,198) (7,082) (32,211) $ 2,609 $ 5,213 $ 21,514 $ 26,146 $ 55,482 Page 5

SOURCE Guess?, Inc. -0- 05/04/2005 /CONTACT: Carlos Alberini, President & Chief Operating Officer, +1-213-765-3582, or Frederick G. Silny, SVP & Chief Financial Officer, +1-213-765-3289, both of Guess?, Inc.; or Wendi Kopsick of Kekst and Company, +1-212-521-4800, for Guess?, Inc./ /Web site: http://www.guess.com / Page 6