Fossil Group, Inc.

Key Measures of Financial Performance and Key Non-GAAP Financial Measures

Constant Currency Financial Information: As a multinational enterprise, we are exposed to changes in foreign currency exchange rates. The translation of the operations of our foreign-based entities from their local currencies into U.S. dollars is sensitive to changes in foreign currency exchange rates and can have a significant impact on our reported financial results. In general, our overall financial results are affected positively by a weaker U.S. dollar and are affected negatively by a stronger U.S. dollar as compared to the foreign currencies in which we conduct our business.

As a result, in addition to presenting financial measures in accordance with accounting principles generally accepted in the United States of America ("GAAP"), our discussion contains references to constant currency financial information, which is a non-GAAP financial measure. To calculate net sales on a constant currency basis, net sales for the current fiscal year for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average rates during the comparable period of the prior fiscal year. We present constant currency information to provide investors with a basis to evaluate how our underlying business performed excluding the effects of foreign currency exchange rate fluctuations. The constant currency financial information presented herein should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP. Reconciliations between constant currency financial information and the most directly comparable GAAP measure are included where applicable.

Adjusted EBITDA, Adjusted Operating Income (Loss), Constant Currency Adjusted Operating Income (Loss), Adjusted Net Income (Loss) and Adjusted Earnings (Loss) per Share: Adjusted EBITDA, Adjusted operating income (loss), Constant currency adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings (loss) per share are non-GAAP financial measures. We define Adjusted EBITDA as our income (loss) before income taxes, plus interest expense, amortization and depreciation, impairment expense, other non-cash charges, stock-based compensation expense, restructuring expense and unamortized debt issuance costs included in loss on extinguishment of debt minus gains on asset divestitures and interest income. We define Adjusted operating income (loss) as operating income (loss) before impairment expense, restructuring expense and gains on asset divestitures. We define Constant currency adjusted operating income (loss) as operating income (loss) before impairment expense, restructuring expense and gains on asset divestitures and excluding the effects of foreign currency exchange rate fluctuations. We define Adjusted net income (loss) and Adjusted earnings (loss) per share as net income (loss) attributable to Fossil Group, Inc. and diluted earnings (loss) per share, respectively, before impairment expense, restructuring expense, gains on asset divestitures and unamortized debt issuance costs included in loss on extinguishment of debt. We have included Adjusted EBITDA, Adjusted operating income (loss), Constant currency adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings (loss) per share herein because they are widely used by investors for valuation and for comparing our financial performance with the performance of our competitors. We also use these non-GAAP financial measures to monitor and compare the financial performance of our operations. Our presentation of Adjusted EBITDA, Adjusted operating income (loss), Constant currency adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings (loss) per share may not be comparable to similarly titled measures other companies report. Adjusted EBITDA, Adjusted operating income (loss), Constant currency adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings (loss) per share are not intended to be used as alternatives to any measure of our performance in accordance with GAAP.

Comparable Retail Sales: Both stores and e-commerce sites are included in comparable retail sales in the thirteenth month of operation. Stores that experience a gross square footage change of 10% or more due to an expansion and/or relocation are removed from the comparable store sales base, but are included in total sales. These stores are returned to the comparable store sales base in the thirteenth month following the expansion and/or relocation. Comparable retail sales were adjusted to normalize the 40-week Year To Date Period with the 39-week Prior Year YTD Period. Comparable retail sales also exclude the effects of foreign currency fluctuations.

Store Counts: While macroeconomic factors have shifted sales away from traditional brick and mortar stores towards digital channels, store counts continue to provide a key metric for management. Over time, we have made progress right-sizing our fleet of stores, focusing on closing our least profitable stores, and the size and quality of our store fleet have a direct impact on our sales and profitability.

Total Liquidity: We define total liquidity as cash and cash equivalents plus available borrowings on our revolving credit facility. We monitor and forecast total liquidity to ensure we can meet our financial obligations.

Components of Results of Operations

Revenues from sales of our products, including those that are subject to inventory consignment agreements, are recognized when control of the product is transferred to the customer and in an amount that reflects the consideration we expect to be entitled in exchange for the product. We accept limited returns from customers. We continually monitor returns and maintain a provision for estimated returns based upon historical experience and any specific issues identified. Our product returns are accounted for as reductions to revenue and cost of sales and an increase to customer liabilities and other current assets to the extent the returned product is resalable.

Cost of Sales includes raw material costs, assembly labor, assembly overhead including depreciation expense, assembly warehousing costs and shipping and handling costs related to the movement of finished goods from assembly locations to sales distribution centers and from sales distribution centers to customer locations. Additionally, cost of sales includes customs duties, product packaging cost, royalty cost associated with sales of licensed products, the cost of molding and tooling, inventory shrinkage and damages and restructuring charges.

Gross Profitand gross profit margin are influenced by our diversified business model that includes, but is not limited to: (i) product categories that we distribute; (ii) the multiple brands, including both owned and licensed, we offer within several product categories; (iii) the geographical presence of our businesses; and (iv) the different distribution channels we sell to or through.

The attributes of this diversified business model produce varying ranges of gross profit margin. Generally, on a historical basis, our fashion branded traditional watch and jewelry offerings produce higher gross profit margins than our smartwatches and leather goods offerings. In addition, in most product categories that we offer, brands with higher retail price points generally produce higher gross profit margins compared to those of lower retail priced brands. However, smartwatches carry relatively lower margins than our other major product categories. Gross profit margins related to sales in our Europe and Asia businesses are historically higher than our Americas business, primarily due to the following factors: (i) premiums charged in comparison to retail prices on products sold in the U.S.; (ii) the product sales mix in our international businesses, in comparison to our Americas business, is comprised more predominantly of watches and jewelry that generally produce higher gross profit margins than leather goods; and (iii) the watch sales mix in our Europe and Asia businesses, in comparison to our Americas business, are comprised more predominantly of higher priced licensed brands.

Operating Expenses include SG&A, other long-lived asset impairments and restructuring charges. SG&A expenses include selling and distribution expenses primarily consisting of sales and distribution labor costs, sales distribution center and warehouse facility costs, depreciation expense related to sales distribution and warehouse facilities, the four-wall operating costs of our retail stores, point-of-sale expenses, advertising expenses and art, design and product development labor costs. SG&A also includes general and administrative expenses primarily consisting of administrative support labor and support costs such as treasury, legal, information services, accounting, internal audit, human resources, executive management costs and costs associated with stock-based compensation. Restructuring charges include costs to reorganize, refine and optimize our Company’s infrastructure and store closures under our Turnaround Plan.

Results of Operations

Quarterly Periods Ended October 4, 2025 and September 28, 2024

Consolidated Net Sales. Net sales decreased by $17.6 million, or 6.1% (7.1% in constant currency), for the Third Quarter compared to the Prior Year Quarter. The decrease was largely driven by the direct channel. Our store rationalization initiatives comprised approximately 260 basis points of the sales decline in the Third Quarter compared to the Prior Year Quarter. Sales decreased in the Americas and Europe and were flat (increased slightly in constant currency) in Asia. Wholesale sales increased by 4.0% (3.0% in constant currency). Direct to consumer sales declined by 26.1% (27.2% in constant currency), due to a smaller store base and declines in our comparable retail sales. We have reduced our store footprint by 18.7% since the end of the Prior Year Quarter. Global comparable retail sales decreased by 21.5%, mostly driven by our e-commerce channel. From a category perspective, traditional watch sales decreased by 0.4% (1.3% in constant currency). Net sales in smartwatches decreased by 5.0% (3.9% in constant currency), as we exited the category. The leathers category decreased by 36.8% (37.2% in constant currency) compared to the Prior Year Quarter, and jewelry sales decreased by 20.3% (23.2% in constant currency), which were both significantly impacted by our smaller store base and decreased promotional activity in our owned e-commerce. From a brand perspective, the most significant sales declines were in the FOSSIL brand, which were partially offset by sales growth in the DIESEL and ARMANI EXCHANGE brands.

The following table sets forth consolidated net sales by segment (dollars in millions):

Net sales information by product category is summarized as follows (dollars in millions):

In the Third Quarter, the translation of foreign-based net sales into U.S. dollars increased net sales by $2.9 million, with favorable impacts of $4.2 million in Europe partially offset by unfavorable impacts of $1.2 million and $0.1 million in our Asia and Americas segments, respectively, as compared to the Prior Year Quarter.

Stores. The following table sets forth the number of stores on the dates indicated below:

Americas Net Sales. Americas net sales decreased by $11.6 million, or 9.6% (9.5% in constant currency), during the Third Quarter compared to the Prior Year Quarter. Sales decreases were largely in the FOSSIL brand. Sales decreased in store and e-commerce channels and were partially offset by growth in our wholesale channel. Comparable retail sales decreased sharply during the Third Quarter.

The following table sets forth product net sales and the changes in product net sales on both a reported and constant currency basis from period to period for the Americas segment (dollars in millions):

Europe Net Sales. Europe net sales decreased by $5.8 million, or 6.0% (10.3% in constant currency), during the Third Quarter compared to the Prior Year Quarter. Sales decreases were largely in the FOSSIL brand. Our sales decreased across much of the Eurozone. Sales decreases in our e-commerce and store channels were partially offset by sales growth in our wholesale channel. Comparable retail sales decreased sharply during the Third Quarter, with sales declines in our stores and owned e-commerce.

The following table sets forth product net sales and the changes in product net sales on both a reported and constant currency basis from period to period for the Europe segment (dollars in millions):

Asia Net Sales. Net sales in Asia were flat (increased 1.7% in constant currency) during the Third Quarter compared to the Prior Year Quarter. Sales increases in India and Japan were offset by sales decreases in Greater China and Australia. The largest sales decreases were in the EMPORIO ARMANI brand and were offset by sales growth in ARMANI EXCHANGE, DIESEL and MICHAEL KORS. Sales increased in our wholesale channel and were offset by decreases in e-commerce and store channels. Comparable retail sales decreased moderately during the Third Quarter with sales growth in our stores more than offset by declines in our owned e-commerce.

The following table sets forth product net sales and the changes in product net sales on both a reported and constant currency basis from period to period for the Asia segment (dollars in millions):

Gross Profit. Gross profit of $132.4 million in the Third Quarter decreased by 6.9% compared to $142.2 million in the Prior Year Quarter. Our gross profit margin rate decreased to 49.0% in the Third Quarter compared to 49.4% in the Prior Year Quarter, primarily reflecting the impact of increased tariffs and licensed brand minimum royalties. These unfavorable impacts were largely offset by improved product margins in our core categories driven by sourcing initiatives. Changes in foreign currencies resulted in a 30 basis point positive impact.

Operating Expenses. Total operating expenses in the Third Quarter decreased by 7.5% to $154.1 million, or 57.0% of net sales, compared to $166.7 million, or 57.9% of net sales, in the Prior Year Quarter. SG&A expenses were $146.8 million in the Third Quarter compared to $160.9 million in the Prior Year Quarter. As a percentage of net sales, SG&A expenses decreased to 54.3% in the Third Quarter compared to 55.9% in the Prior Year Quarter, primarily driven by cost reductions and efficiencies gained through our restructuring programs. Restructuring expenses were $6.8 million in the Third Quarter, compared to $4.8 million in the Prior Year Quarter. The translation of foreign-denominated expenses during the Third Quarter increased operating expenses by $1.8 million.

Operating Income (loss). Operating loss in the Third Quarter was $21.7 million as compared to an operating loss of $24.5 million in the Prior Year Quarter. As a percentage of net sales, operating margin was (8.0)% in the Third Quarter compared to (8.5)% in the Prior Year Quarter. The operating margin rate in the Third Quarter included a favorable impact of 20 basis points due to changes in foreign currencies.

Operating income (loss) by segment was as follows (dollars in millions):

Interest Expense. Interest expense was $4.2 million in the Third Quarter compared to $4.9 million the Prior Year Quarter.

Other Income (Expense)-Net. During the Third Quarter, other income (expense)-net was expense of $6.2 million, compared to income of $3.6 million in the Prior Year Quarter, reflecting net currency losses in the Third Quarter as compared to net currency gains in the Prior Year Quarter. The Third Quarter also included a $1.7 million loss on extinguishment of debt.

Provision for Income Taxes. Income tax expense for the Third Quarter was $8.0 million, resulting in an effective income tax rate of (24.8)%. For the Prior Year Quarter, income tax expense was $6.2 million, resulting in an effective income tax rate of (23.9)%. The effective tax rate in the Third Quarter was unfavorable as compared to the Prior Year Quarter due to income tax accrued on certain foreign income, and no tax benefit accrued on the U.S. tax losses and certain foreign tax losses, due to the uncertainty of whether they can be used in the future.

Net Income (Loss) Attributable to Fossil Group, Inc. Third Quarter net income (loss) attributable to Fossil Group, Inc. was a net loss of $39.9 million, or $0.76 per diluted share, compared to a net loss of $32.0 million, or $0.60 per diluted share, in the Prior Year Quarter. The translation of foreign currencies negatively impacted diluted loss per share by $0.11 in the Third Quarter.

Adjusted Net Income (Loss). Adjusted net income (loss) for the Third Quarter was a net loss of $32.8 million with adjusted loss per diluted share of $0.63 compared to adjusted net loss of $30.0 million with adjusted loss per diluted share of $0.56 in the Prior Year Quarter.

Adjusted EBITDA. The following table reconciles Adjusted EBITDA to the most directly comparable GAAP financial measure, which is income (loss) before income taxes. Certain line items presented in the table below, when aggregated, may not foot due to rounding (dollars in millions).

(1)The Prior Year Quarter includes the gain on sale of our building in France

Adjusted Operating Income (Loss), Adjusted Net Income (Loss) and Adjusted Earnings (Loss) per Share. The following tables reconcile both Adjusted operating income (loss) and Constant currency adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings (loss) per share to the most directly comparable GAAP financial measures, which are operating income (loss), net income (loss) attributable to Fossil Group, Inc. and diluted earnings (loss) per share, respectively. Certain line items presented in the table below, when aggregated, may not foot due to rounding.

(1)Includes the gain on sale of our building in France

Fiscal Year To Date Periods Ended October 4, 2025 and September 28, 2024

Consolidated Net Sales. Net sales decreased by $78.8 million, or 9.8% (9.7% in constant currency), for the Year To Date Period compared to the Prior Year YTD Period, with most of the sales declines occurring in our direct to consumer channels. Global comparable retail sales decreased by 22.1% on a 40-week calendar basis due to sales decreases in our retail stores and owned e-commerce websites. Declines in smartwatch sales and our store rationalization initiatives comprised approximately 430 basis points of the sales decline in the Year To Date Period compared to the Prior Year YTD Period. Sales declines in leathers and jewelry categories were primarily driven by the smaller store base and decreased promotional activity in our owned e-commerce. Sales were favorably impacted by 210 basis points as a result of the Year To Date Period including 40 weeks, compared to 39 weeks in the Prior Year YTD Period. From a brand perspective, sales decreased primarily in FOSSIL and EMPORIO ARMANI.

The following table sets forth consolidated net sales by segment (dollars in millions):

Net sales information by product category is summarized as follows (dollars in millions):

During the Year To Date Period, the translation of foreign-based net sales into U.S. dollars decreased reported net sales by $1.3 million, including unfavorable impacts of $4.1 million and $2.7 million in our Americas and Asia segments, respectively, partially offset by a favorable impact of $5.5 million in our Europe segment, compared to the Prior Year YTD Period.

Americas Net Sales. Americas net sales decreased by $47.8 million, or 13.6% (12.5% in constant currency), during the Year To Date Period compared to the Prior Year YTD Period. The sales declines were primarily in the FOSSIL brand and across all major channels. Comparable retail sales decreased sharply during the Year To Date Period.

The following table sets forth product net sales and the changes in product net sales on both a reported and constant currency basis for the Americas segment (dollars in millions):

Europe Net Sales. Europe net sales decreased by $14.9 million, or 5.9% (8.1% in constant currency), during the Year To Date Period compared to the Prior Year YTD Period. Sales decreased across much of the Eurozone, with the largest declines in the FOSSIL brand. Sales increases in our wholesale channel were more than offset by declines in e-commerce and store channels. Comparable retail sales in the region decreased sharply during the Year To Date Period.

The following table sets forth product net sales and the changes in product net sales on both a reported and constant currency basis for the Europe segment (dollars in millions):

Asia Net Sales. Asia net sales decreased by $16.0 million, or 8.0% (6.7% in constant currency), during the Year To Date Period compared to the Prior Year YTD Period. Net sales increases in our wholesale channel were more than offset by decreases in our stores and e-commerce channels. Sales growth in India was more than offset by declines in Greater China and the rest of Asia. Sales declines were predominantly in the EMPORIO ARMANI brand and were partially offset by increases in MICHAEL KORS and ARMANI EXCHANGE. Comparable retail sales declined moderately for the Year To Date Period.

The following table sets forth product net sales and the changes in product net sales on both a reported and constant currency basis for the Asia segment (dollars in millions):

Gross Profit. Gross profit of $402.1 million in the Year To Date Period decreased by $10.4 million, or 2.5%, compared to $412.6 million in the Prior Year YTD Period. The gross profit margin rate increased to 55.6% in the Year To Date Period compared to 51.4% in the Prior Year YTD Period. The increase in gross profit margin primarily reflects improved product margins as a result of sourcing benefits, exiting the smartwatch category, and reduced freight costs. Changes in foreign currencies resulted in a 10 basis point positive impact.

Operating Expenses. For the Year To Date Period, total operating expenses decreased to $422.1 million compared to $500.2 million in the Prior Year YTD Period. SG&A expenses were $391.6 million in the Year To Date Period compared to $466.7 million in the Prior Year YTD Period. As a percentage of net sales, SG&A expenses decreased to 54.1% in the Year To Date Period, compared to 58.1% in the Prior Year YTD Period, primarily driven by cost reductions and efficiencies gained through our restructuring programs. SG&A expenses for the Year To Date Period also benefited from an $11.0 million gain on the sale of a building during the second quarter. During the Year To Date Period, we incurred restructuring costs of $29.9 million, compared to restructuring costs of $31.6 million in the Prior Year YTD Period. We incurred other long-lived asset impairment charges of $0.6 million in the Year To Date Period compared to charges of $1.9 million in the Prior Year YTD Period. The translation of foreign-denominated expenses during the Year To Date Period increased operating expenses by $0.6 million when compared to the Prior Year YTD Period, as a result of the weaker U.S. dollar.

Operating Income (Loss). Operating income (loss) was loss of $19.9 million in the Year To Date Period as compared to a loss of $87.7 million in the Prior Year YTD Period. As a percentage of net sales, operating margin was (2.8)% in the Year To Date Period as compared to (10.9)% in the Prior Year YTD Period. Operating margin in the Year To Date Period was not significantly impacted by changes in foreign currencies.

Operating income (loss) by segment was as follows (dollars in millions):

Interest Expense. Interest expense was $13.0 million during the Year To Date Period compared to the $14.1 million in the Prior Year YTD Period.

Other Income (Expense)-Net. During the Year To Date Period, other income (expense)-net was expense of $9.5 million in comparison to income of $9.0 million in the Prior Year YTD Period. The change in other income (expense)-net was primarily due to net currency losses in the Year To Date Period compared to net currency gains in the Prior Year YTD Period. The Year To Date Period also included a $1.7 million loss on extinguishment of debt.

Provision for Income Taxes. Income tax expense for the Year To Date Period was $17.6 million, resulting in an effective income tax rate of (41.4)%. The Prior Year YTD Period income tax expense was $2.3 million, resulting in an effective income tax rate of (2.4)%. The Year to Date Period effective tax rate was unfavorable to the Prior Year YTD Period due to income tax accrued on certain foreign income and no tax benefit accrued on the U.S. tax losses and certain foreign tax losses, due to the uncertainty of whether they can be used in the future.

Net Income (Loss) Attributable to Fossil Group, Inc. For the Year To Date Period, net loss was $59.7 million, or $1.13 per diluted share, in comparison to a loss of $95.1 million, or $1.80 per diluted share, in the Prior Year YTD Period. Diluted loss per share in the Year To Date Period, as compared to the Prior Year YTD Period, was negatively impacted by $0.27 per diluted share due to the impact of currency.

Adjusted Net Income (Loss). Adjusted net loss for the Year To Date Period was $43.4 million with adjusted loss per diluted share of $0.83 compared to adjusted net loss of $71.4 million with adjusted loss per diluted share of $1.35 in the Prior Year YTD Period.

Adjusted EBITDA. The following table reconciles Adjusted EBITDA to the most directly comparable GAAP financial measure, which is income (loss) before income taxes. Certain line items presented in the table below, when aggregated, may not foot due to rounding (dollars in millions).

(1)Includes the gains on sale of our European distribution center and equipment from a Swiss manufacturing facility during the Year To Date Period, and the gain on sale of our building in France during the Prior Year YTD Period

Adjusted Operating Income (Loss), Adjusted Net Income (Loss) and Adjusted Earnings (Loss) per Share. The following tables reconcile both Adjusted operating income (loss) and Constant currency adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings (loss) per share to the most directly comparable GAAP financial measures, which are operating income (loss), net income (loss) attributable to Fossil Group, Inc. and diluted earnings (loss) per share, respectively. Certain line items presented in the table below, when aggregated, may not foot due to rounding.

(1)Includes the gains on sale of our European distribution center and equipment from a Swiss manufacturing facility

(1)Includes the gain on sale of our building in France