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 three months ended April 30, 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			—
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 (loss)	—		—		(25,178		)	24			(25,154		)	—
Foreign currency translation adjustment	—		—		42,631			521			43,152			406
Loss on derivative financial instruments designated as cash flow hedges, net of income tax of $2,634	—		—		(11,025		)	—			(11,025		)	—
Gain on marketable securities, net of minimal tax effect	—		—		1			—			1			—
Actuarial valuation and prior service credit amortization and foreign currency and other adjustments on defined benefit plans, net of income tax of ($4)	—		—		(89		)	—			(89		)	—
Issuance of common stock under stock compensation plans, net of tax effect	482,936		—		(640		)	—			(640		)	—
Issuance of stock under Employee Stock Purchase Plan	9,448		(9,448	)	150			—			150			—
Share-based compensation	—		—		4,232			—			4,232			—
Dividends	—		—		(19,137		)	—			(19,137		)	—
Noncontrolling interest capital contribution	—		—		—			—			—			1,876
Redeemable noncontrolling interest redemption value adjustment	—		—		(670		)	—			(670		)	670
Balance at April 30, 2016	84,326,321		56,185,552		$	1,008,750		$	13,363		$	1,022,113		$	8,204

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss), net of related income taxes, for the three months ended April 30, 2016 and May 2, 2015 are as follows (in thousands):



	Three Months Ended Apr 30, 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	42,631			(9,880		)	1			(149		)	32,603
Reclassification to net loss for (gains) losses realized	—			(1,145		)	—			60			(1,085		)
Net other comprehensive income (loss)	42,631			(11,025		)	1			(89		)	31,518
Balance at April 30, 2016	$	(115,021	)	$	(3,773	)	$	(14	)	$	(7,728	)	$	(126,536	)



	Three Months Ended May 2, 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	)
Losses arising during the period	(339		)	(926		)	(4		)	—			(1,269		)
Reclassification to net earnings for (gains) losses realized	—			(1,935		)	—			306			(1,629		)
Net other comprehensive income (loss)	(339		)	(2,861		)	(4		)	306			(2,898		)
Balance at May 2, 2015	$	(121,908	)	$	4,296		$	(7	)	$	(12,344	)	$	(129,963	)

Details on reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) during the three months ended April 30, 2016 and May 2, 2015 are as follows (in thousands):



	Three Months Ended						Location of (Gain) Loss Reclassified from Accumulated OCI into Earnings (Loss)
	Apr 30, 2016			May 2, 2015
Derivative financial instruments designated as cash flow hedges:
Foreign exchange currency contracts	$	(1,435	)	$	(1,750	)	Cost of product sales
Foreign exchange currency contracts	(32		)	(486		)	Other income/expense
Interest rate swap	51			—			Interest expense
Less income tax effect	271			301			Income tax expense (benefit)
	(1,145		)	(1,935		)
Defined benefit plans:
Actuarial loss amortization	86			513			₍₁₎
Prior service credit amortization	(7		)	(58		)	₍₁₎
Less income tax effect	(19		)	(149		)	Income tax expense (benefit)
	60			306
Total reclassifications during the period	$	(1,085	)	$	(1,629	)

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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 from the acquisition of its majority-owned subsidiary, Guess Sud SAS (“Guess Sud”). The put arrangement for Guess Sud, representing 40% of the total outstanding equity interest of that subsidiary, may be exercised at the discretion of the noncontrolling interest holders by providing written notice to the Company any time after January 30, 2012. The put arrangement is recorded on the balance sheet at its expected redemption value based on a method which approximates fair value and is classified as a redeemable noncontrolling interest outside of permanent equity. The redemption value of the Guess Sud redeemable put arrangement was $4.6 million and $3.7 million as of April 30, 2016 and January 30, 2016, respectively. In May 2016, the Company acquired the remaining 40% interest from the noncontrolling interest holder.

The Company is also 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 three months ended April 30, 2016, the Company and the noncontrolling interest holder increased their capital contributions by $1.0 million, of which $0.6 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 $1.2 million and $0.7 million as of April 30, 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 three months ended April 30, 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 $2.4 million and $0.9 million as of April 30, 2016 and January 30, 2016, respectively.