Quarterlytics / Consumer Cyclical / Apparel - Manufacturers / G-III Apparel Group, Ltd.

G-III Apparel Group, Ltd.

giii · NASDAQ Consumer Cyclical
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Ticker giii
Exchange NASDAQ
Sector Consumer Cyclical
Industry Apparel - Manufacturers
Employees 3500
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FY2014 Annual Report · G-III Apparel Group, Ltd.
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GIII Apparel Group

READY TO WEAR & DRESSES

OUTERWEAR

ANDREW MARC

CALVIN KLEIN

ELIZA J 

ELLEN TRACY

G.H. BASS & CO. 

GUESS 

IVANKA TRUMP

JESSICA HOWARD 

JESSICA SIMPSON 

KENSIE

MARC NEW YORK

TOMMY HILFIGER

VILEBREQUIN

VINCE CAMUTO 

RETAIL

ANDREW MARC

BLACK RIVET

CALVIN KLEIN

COLE HAAN

DOCKERS

ELLEN TRACY

GUESS

IVANKA TRUMP

JESSICA SIMPSON

JONES NEW YORK

KENNETH COLE

LEVI’S

MARC NEW YORK

TOMMY HILFIGER

VINCE CAMUTO

CALVIN KLEIN PERFORMANCE

TEAM SPORTS

G.H. BASS & CO.

VILEBREQUIN

WILSONS LEATHER

ACCESSORIES

ANDREW MARC

CALVIN KLEIN

IVANKA TRUMP

KENSIE

MARC NEW YORK 

TOMMY HILFIGER

VILEBREQUIN

MAJOR LEAGUE BASEBALL

MAJOR LEAGUE SOCCER

NATIONAL BASKETBALL ASSOCIATION

NATIONAL FOOTBALL LEAGUE

NATIONAL HOCKEY LEAGUE

OFFICIALLY LICENSED COLLEGIATE PRODUCTS

SWIMWEAR

CALVIN KLEIN

IVANKA TRUMP

VILEBREQUIN

FOOTWEAR

ANDREW MARC

G.H. BASS & CO.

MARC NEW YORK

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Dear Shareholders,

Calvin  Klein  better  sportswear,  Calvin  Klein  Performance  and

Kensie anchor our sportswear offerings and we have significant

growth opportunities ahead of us in this category.

I  am  pleased  to  report  that  our  fiscal  2015  year,  which  ended 

Our Calvin Klein handbag business has grown and will continue

January  31,  2015,  was  another  record  year  for  GIII.  We  grew

to  grow  through  improved  product,  better  real  estate  in  the 

net sales by 23% to $2.12 billion, nearly $400 million of growth.

department stores and improved logistics. Our strong financial

This  growth  was  from  a  combination  of  broad-based  organic

position  affords  us  the  opportunity  to  continue  to  invest  in

growth and sales by our G.H. Bass business that we owned for

fixtured shops within department stores which we believe are

the full fiscal 2015 year compared to only the fourth quarter in

necessary to grow our handbag business.

the prior fiscal year.  We reported net income for fiscal 2015 of 

$110.4  million,  or  $4.97  per  diluted  share,  compared  to  $77.4 

The  women’s  suit  business  had  another  strong  year  of  retail

million, or $3.71 per diluted share, in the prior year. Our diluted 

performance. This area is led by our licensed Calvin Klein brand.

net income per share in fiscal 2015 included other income equal 

We  also  expect  to  launch  new  opportunities  using  our  other

to $0.43 per share, net of taxes, and in the prior year included

licensed brands where we have rights to produce women’s suits.

expenses associated with the acquisition of G.H. Bass and other

potential transactions equal to $0.03 per share, net of taxes.

Our  Vilebrequin  branded  product  also  performed  well  despite

particular challenges in the global luxury market this past year.

The  equity  market  rewarded  us  again  for  these  financial

We are busy diversifying our product offerings, improving store

achievements and we were very pleased to see our stock price 

locations and enhancing the strength of our franchisee partner

increase  by  47%  over  the  course  of  the  year.  Our  shareholder 

group.

returns  have  significantly  out-performed  the  S&P  500  and  our 

industry index over the last fifteen years.

Our team sports business continues to deliver steady profits to

our company. We produce products for all the leagues and many

Our wholesale business performed well throughout the year and 

colleges.  Our  diversified  offerings  across  major  professional

our retail business achieved strong gains in the fourth quarter.  

sports product categories for both men and women enable us to

We finished the year with strong business trends and momentum.

continue to grow this business. 

We believe that our key differentiating characteristics that drive 

our performance are our corporate culture and commitment to 

Our specialty retail businesses, which are increasingly important

excellence.  We  also  continued  to  improve  our  excellence  in

to  our  overall  results,  saw  success  in  the  fourth  quarter  in  an

design, merchandising, sales, operations, marketing and finance 

environment  that  was  challenging  for  much  of  our  industry.

and we remain well positioned to continue our growth.

Wilsons performed well and achieved sales per square foot for

the year of approximately $387, up from $250 when we acquired

You can see our commitment  at work across  each  of  our  major

this business in 2008.

wholesale  categories.  We  consider  outerwear  as  our  heritage 

business.  We  are  one  of  the  largest  suppliers  in  the  United

G.H. Bass  is  showing  that  it  will  also  prove  to  be  a  powerful

States  to  the  better  coat  department  store  channel  and  had

addition to our specialty retail group.  After a year-long process,

another good fall coat season.

G.H. Bass is now completely integrated with the rest of our retail

operations.  We  installed  new  leadership,  made  improvements

We  have  also  developed  a  dominant  dress  business  across

to the product assortment, and revised our pricing structure and

our many brands.  We are the resource of choice for our retail 

promotional  strategies.  As  a  result,  we  saw  comparable  store

partners.  In  particular,  Calvin  Klein,  Vince  Camuto,  Eliza  J 

sales improve. We finished the year with a 15.4% same store

and  Jessica  Howard  dresses  had  strong  financial  results  and

sales gain in the fourth quarter and  carried this momentum into

continue to resonate well with consumers.

the early Spring season.

Our  ability  to  expand  into  new  product  categories  is  also

Our  G.H.  Bass  brand  brings  us  more  than  just  a  current  retail

demonstrated  by  our  proficiency  in  the  sportswear  category.  

opportunity.  Bass is a well-known authentic heritage brand that

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DILUTED NET INCOME PER SHARE
(Years Ended January 31)

NET SALES ($000’s)
(Years Ended January 31)

    * Includes expenses associated with the Vilebrequin acquisition in the amount of $2.4 million, after tax, or $0.12 per share.
  ** Includes expenses associated with the G.H. Bass acquisition and other potential transactions in the amount of $0.6 million, after tax, or $0.03 per share.
*** Includes other income in the amount of $9.6 million, after tax, or $0.43 per share.

developed the iconic original penny loafer, known as “Weejuns.”

of our partners, suppliers and associates. This formula has 

We are excited to continue the process of developing this brand

been working for many years and we expect it will be the 

across many categories. We have expanded outerwear offerings

basis for our continued success. We are grateful for your 

in our own stores and have used our in-house expertise to design

confidence and support now and in the future.     

the first Bass women’s collection that will start to ship into the 

better  department  store  channel  this  upcoming  fall  season. 

Sincerely,
Sincerely

Our  licensing  partnership  program  is  also  just  beginning.  We 

have licensed Bass for footwear and retail in Europe, for men’s 

sportswear  and  for  men’s,  women’s  and  children’s  footwear

in  the  United  States  and  Canada.  New  and  existing  strategic

Morris Goldfarb

relationships will enhance the distribution of G.H. Bass products

Chairman, Chief Executive Officer and President

to both the international and domestic marketplace.

As  a  leader  in  our  industry,  we  have  solid  organic  growth 

opportunities  and  we  work  hard  to  be  an  easy  company  to  do 

business  with.  We  have  excellent  access  to  strategic  capital

and  a  proven  track  record  of  successfully  supplementing  our

organic growth with complementary acquisitions.  At this point,

we  consider  the  ability  to  capture  acquisition-related  growth 

and value for our shareholders to be one of our core capabilities.

Operating cash flow and proceeds from our equity offering last

June leave our Company with no long term debt and in a very

healthy financial position.

We are focused on succeeding in our current and new initiatives.  

Our best in class talent allows us to meet and exceed the needs 

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Financial Highlights

( In thousands, except per share amounts )

2011

2012

2013  

2014  

2015  

$

1,063,404

$

1,231,201

$

1,399,719  

$

1,718,231  

$

2,116,855  

$

$

56,682

2.88

$

$

49,620

2.46

$

$

56,875(a)

2.80(a)

$

239,494

$

288,259

$

283,369  

$

447,921

$

546,103

$

717,772  

$

303,494

$

357,972

$

429,240  

$

$

$

$

$

77,360(b)

$

110,361(c)

   3.71(b)

$

4.97(c)

344,964  

$

557,703  

830,897  

$

1,046,718  

521,996  

$

761,258  

21.3%

19,689

15.0%

14.5%  

16.3%  

16.4%  

19,787

20,125  

20,444  

22,479  

[a] Includes expenses associated with the Vilebrequin acquisition in the amount of $2.4 million, after tax, or $0.12 per share.
[b] Includes expenses associated with the G.H. Bass acquisition and other potential transactions in the amount of $0.6 million, after tax, or $0.03 per share.
[c] Includes other income in the amount of $9.6 million, after tax, or $0.43 per share.

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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 January 31, 2015

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from

to

☒

☐

Commission file number 0-18183

G-III APPAREL GROUP, LTD.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

512 Seventh Avenue, New York, New York
(Address of principal executive offices)

41-1590959
(I.R.S. Employer
Identification No.)

10018
(Zip Code)

Registrant’s telephone number, including area code:
(212) 403-0500
Securities registered pursuant to Section 12(b) of the Act:

Title of Class

Common Stock, $0.01 par value

Name of Exchange on which registered

Nasdaq Global Select Market

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 ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐ No ☒

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted 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 and post such
files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)
is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☒

Smaller reporting company ☐

Non-accelerated filer ☐

Accelerated filer ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of July 31, 2014, the aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant (based

on the last sale price for such shares as quoted by the Nasdaq Global Select Market) was approximately $1,532,250,692.

The number of outstanding shares of the registrant’s Common Stock as of March 30, 2015 was 22,486,597.

Documents incorporated by reference: Certain portions of the registrant’s definitive Proxy Statement relating to the
registrant’s Annual Meeting of Stockholders to be held on or about June 9, 2015, to be filed pursuant to Regulation 14A of the
Securities Exchange Act of 1934 with the Securities and Exchange Commission, are incorporated by reference into Part III of
this Report.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Various statements contained in this Form 10-K or incorporated by reference into this Form 10-K, in
future filings by us with the Securities and Exchange Commission (the “SEC”), in our press releases and in
oral statements made from time to time by us or on our behalf constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
are based on current expectations and are indicated by words or phrases such as “anticipate,” “estimate,”
“expect,” “will,” “project,” “we believe,” “is or remains optimistic,” “currently envisions,” “forecasts,” “goal”
and similar words or phrases and involve known and unknown risks, uncertainties and other factors that
may cause actual results, performance or achievements to be materially different from the future results,
performance or achievements expressed in or implied by such forward-looking statements. Forward-looking
statements also include representations of our expectations or beliefs concerning future events that involve
risks and uncertainties, including, but not limited to, those described in Part I, “Item 1A. Risk Factors” and
the following:

• our dependence on licensed products;

• our dependence on the strategies and reputation of our licensors;

• costs and uncertainties with respect to expansion of our product offerings;

• the performance of our products at retail and customer acceptance of new products;

• customer concentration;

• risks of doing business abroad;

• price, availability and quality of materials used in our products;

• the need to protect our trademarks and other intellectual property;

• risks relating to our retail business;

• risks relating to our Vilebrequin and G.H. Bass businesses;

• dependence on existing management;

• our ability to make strategic acquisitions and possible disruptions from acquisitions;

• need for additional financing;

• seasonal nature of our business;

• our reliance on foreign manufacturers;

• the need to successfully upgrade, maintain and secure our information systems;

• the impact of the current economic and credit environment on us, our customers, suppliers and

vendors;

• the effects of competition in the markets in which we operate;

• consolidation of our retail customers;

• additional legislation and/or regulation in the U.S. or around the world;

• our ability to import products in a timely and cost effective manner;

• our ability to continue to maintain our reputation;

• fluctuations in the price of our common stock;

• potential effect on the price of our common stock if actual results are worse than financial forecasts;

and

• the effect of regulations applicable to us as a U.S. public company.

2

These forward-looking statements are based largely on our expectations and judgments and are subject
to a number of risks and uncertainties, many of which are unforeseeable and beyond our control. A
detailed discussion of significant risk factors that have the potential to cause our actual results to differ
materially from our expectations is described in Part I of this Form 10-K under the heading of “Risk
Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as required by law.

WEBSITE ACCESS TO REPORTS

Our internet website is www.g-iii.com. We make available free of charge on our website (under the
heading “Investor Relations”) our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the Securities and Exchange Commission. No
information contained on our website is intended to be included as part of, or incorporated by reference
into, this Annual Report on Form 10-K. Information relating to our corporate governance, including our
Code of Ethics and Committee charters, is available at our website under “Investor Relations.” Paper copies
of these filings and corporate governance documents are available to stockholders free of charge by written
request to Investor Relations, G-III Apparel Group, Ltd., 512 Seventh Avenue, New York, New York 10018.
Documents filed with the SEC are also available on the SEC’s website at www.sec.gov.

3

ITEM 1. BUSINESS.

Unless the context otherwise requires, “G-III”, “us”, “we” and “our” refer to G-III Apparel Group,
Ltd. and its subsidiaries. References to fiscal years refer to the year ended or ending on January 31 of that
year. For example, our fiscal year ended January 31, 2015 is referred to as “fiscal 2015.”

Overview

G-III designs, manufactures and markets an extensive range of apparel, including outerwear, dresses,
sportswear, swimwear, women’s suits and women’s performance wear, as well as footwear, luggage and
women’s handbags, small leather goods and cold weather accessories. We sell our products under our own
proprietary brands, licensed brands and private retail labels.

G-III sells swimwear, resort wear and related accessories under our own Vilebrequin brand and
footwear, apparel and accessories under our own Bass and G.H. Bass brands. We also sell a variety of
apparel products under our other owned brands that include Andrew Marc, Marc New York, Jessica
Howard, Eliza J and Black Rivet and under private retail labels.

We sell products under an extensive portfolio of well-known licensed brands, including Calvin Klein,
Kenneth Cole, Guess?, Cole Haan and Tommy Hilfiger. In our team sports business, we have licenses with
the National Football League, National Basketball Association, Major League Baseball, National Hockey
League, Touch by Alyssa Milano and over 100 U.S. colleges and universities.

Our products are sold through a cross section of leading retailers such as Macy’s, Bloomingdale’s,

Dillard’s, The Bon-Ton Stores, Nordstrom, Saks Fifth Avenue, Lord & Taylor and JC Penney.

We also distribute through our own retail stores. Our retail operating segment consists primarily of our
Wilsons Leather and G.H. Bass stores, substantially all of which are operated as outlet stores. As of
January 31, 2015, we operated 185 Wilsons Leather stores and 156 G.H. Bass stores, as well as 5 Calvin
Klein Performance stores, in 43 states and Puerto Rico.

We have acquired businesses that have broadened our product offerings, expanded our ability to serve
different tiers of distribution and added a retail component to our business. Our acquisitions are part of
our strategy to expand our product offerings and increase the portfolio of proprietary and licensed brands
that we offer through different tiers of retail distribution.

In November 2013, we acquired the business of G.H. Bass & Co., a well-known heritage brand that
developed the iconic original penny loafer (known as “Weejuns”). Bass footwear, apparel and accessories
are sold primarily through our G.H. Bass outlet stores located in the United States. The brand is licensed
for the wholesale distribution of men’s and women’s footwear and men’s sportswear. In addition, in
March 2015, we entered into a wholesale license agreement with Genesco with respect to G.H. Bass men’s,
women’s and children’s footwear in the United States and Canada. The line will be shown to customers this
summer with first shipments expected for the Spring 2016 season, with distribution through better
department and specialty stores. We also intend to use our in-house expertise to produce certain key
categories for Bass, including our planned launch of Bass women’s apparel for delivery in Fall 2015.

In August 2012, we acquired Vilebrequin, a premier provider of status swimwear, resort wear and
related accessories. Vilebrequin sells its products in the United States and over 50 countries around the
world through a network of company owned and franchised specialty retail stores and shops, as well as
through select wholesale distribution. Vilebrequin has also licensed its brand for the wholesale distribution
of footwear and neckwear. We believe that Vilebrequin is capable of significant worldwide expansion. As of
January 31, 2015, Vilebrequin products were distributed through 77 Company owned stores and 23
franchise partners, as well as through select wholesale distribution.

We have three reportable segments, licensed products, non-licensed products and retail operations. The
licensed products segment includes sales of products under brands licensed by us from third parties. The
non-licensed products segment includes sales of products under our own brands and under private label
brands. The retail operations segment consists primarily of our Wilsons Leather and G.H. Bass stores, as
well as a limited number of Calvin Klein Performance stores. See Note K to our Consolidated Financial
Statements for financial information with respect to these segments.

4

G-III Apparel Group, Ltd.

is a Delaware corporation that was formed in 1989. We and our

predecessors have conducted our business since 1974.

Competitive Strengths

We believe that our broad portfolio of high-profile brands combined with our extensive distribution
relationships position us for growth. We intend to capitalize on the following competitive strengths in order
to achieve our goal of creating an all-season diversified apparel company:

Broad portfolio of recognized brands. We have built a broad and deep portfolio of over 40 licensed
and proprietary brands. We believe we are a licensee of choice for well-known brands that have built a loyal
following of both fashion-conscious consumers and retailers who desire high quality, well designed
products. We have selectively added the licensing rights to premier brands in women’s, men’s and team
sports categories catering to a wide range of customers. In an environment of rapidly changing consumer
fashion trends, we benefit from a balanced mix of well-established and newer brands. In addition to our
licensed brands, we own several successful proprietary brands, including Vilebrequin, Bass, G.H. Bass,
Andrew Marc, Marc New York, Eliza J and Jessica Howard. Our experience in developing and acquiring
licensed brands and proprietary labels, as well as our reputation for producing high quality, well-designed
apparel, has led major department stores and retailers to select us as a designer and manufacturer for their
private label programs.

We currently market apparel and other products under, among others, the following licensed and

proprietary brand names:

Women’s
Licensed Brands

Calvin Klein
ck Calvin Klein
Guess
Guess?
Kenneth Cole NY
Reaction Kenneth Cole
Cole Haan
Levi’s
Vince Camuto
Tommy Hilfiger
Jessica Simpson
Ivanka Trump
Jones New York
Ellen Tracy
Kensie

Proprietary Brands

Andrew Marc
Marc New York
Vilebrequin
Bass
G.H. Bass
Black Rivet
Wilsons
Eliza J
Jessica Howard

Men’s

Team Sports

National Football League
Major League Baseball
National Basketball Association
National Hockey League
Touch by Alyssa Milano
Collegiate Licensing Company
Major League Soccer

Calvin Klein
ck Calvin Klein
Guess
Guess?
Kenneth Cole NY
Reaction Kenneth Cole
Cole Haan
Levi’s
Vince Camuto
Tommy Hilfiger
Dockers

G-III Sports by Carl Banks
G-III for Her

Andrew Marc
Marc New York
Vilebrequin
Bass
G.H. Bass
Black Rivet
Wilsons

5

Diversified distribution base. We market our products at multiple price points and across multiple
channels of distribution, allowing us to provide products to a broad range of consumers, while reducing our
reliance on any one demographic segment, merchandise preference or distribution channel. Our products
are sold to approximately 2,900 customers, including a cross section of retailers such as Macy’s, TJX
Companies, Ross Stores, Dillard’s, The Bon-Ton Stores, Nordstrom, Saks Fifth Avenue, Lord & Taylor, JC
Penney and membership clubs such as Costco and Sam’s Club. As a result of our broad distribution
platform, we are a licensee and supplier of choice and can more easily adapt to changes in the retail
environment. We believe our strong relationships with retailers have been established through many years of
personal customer service and adherence to meeting or exceeding retailer expectations. Our Wilsons Leather
retail stores provide an additional distribution network for our products. We distribute our Vilebrequin
products through a network of company owned and franchised specialty retail stores and shops, as well as
through select wholesale distribution, and distribute our Bass and G.H. Bass products through our Bass
outlet stores and through licensees.

Superior design, sourcing and quality control. Our in-house design and merchandising team designs
substantially all of our licensed, proprietary and private label products. Our designers work closely with our
licensors and private label customers to create designs and styles that represent the look they want. We have
a network of worldwide suppliers that allows us to negotiate competitive terms without relying on any
single vendor. In addition, we employ a quality control team and a sourcing group in China to ensure the
quality of our products. We believe we have developed a significant customer following and positive
reputation in the industry as a result of our design capabilities, sourcing expertise, on-time delivery and high
standards of quality control. Our acquisition of Vilebrequin added experienced design capability and
additional sourcing resources in Europe. With its distinctive product design and construction, Vilebrequin,
unlike the rest of our business, mostly relies on four manufacturers for the substantial majority of its
product.

Leadership position in the wholesale business. As one of the largest wholesalers of outerwear, dresses
and sportswear, we are widely recognized within the apparel industry for our high-quality and well-designed
products. Our expertise and reputation in designing, manufacturing and marketing apparel have enabled us
to build strong customer relationships and to become one of the leading dress suppliers in the United States
over the past several years. We have also expanded into women’s performance wear and other apparel
categories, as well as to non-apparel categories such as luggage, handbags, footwear, small leather goods and
accessories.

Experienced management

team. Our executive management

team has worked together for a
significant period of time and has extensive experience in the apparel industry. Morris Goldfarb, our
Chairman, Chief Executive Officer and President, has been with us for over 40 years. Sammy Aaron, our
Vice Chairman,
joined us in 2005 when we acquired Marvin Richards, Wayne S. Miller, our Chief
Operating Officer, has been with us for over 15 years and Neal S. Nackman, our Chief Financial Officer,
has been with us for over 10 years. Each of our executive officers has over 30 years of experience in the
apparel business. Our leadership team has demonstrated experience in successfully acquiring, managing,
integrating and positioning new businesses having completed seven acquisitions over the last ten years while
also adding numerous new licensed products.

Growth Strategy

Our goal is to build an all-season diversified apparel company with a broad portfolio of brands that we

offer in multiple channels of retail distribution through the following growth strategies:

Execute diversification initiatives. We are continually seeking opportunities to produce products for all

seasons. We have initiated the following diversification efforts:

•

In November 2013, we acquired G.H. Bass, a well-known heritage brand that sells footwear,
apparel and accessories. This acquisition continued the diversification of our product offerings
and expanded the scope of our retail business that started with our acquisition of Wilsons in
2008. We expect to apply the expertise of our Wilsons team to the operations of the G.H. Bass
business and be able to leverage the infrastructure at Wilsons to benefit Bass. Since acquiring Bass,
we have added licenses for Bass footwear and retail in Europe and for Bass men’s sportswear. In

6

addition, in March 2015, we entered into a wholesale license agreement with Genesco to design,
distribute, and market G.H. Bass men’s, women’s and children’s footwear in the United States and
Canada. We believe Genesco’s expertise and market leadership in footwear will complement our
G.H. Bass team. This initiative is part of our plan to continue to revitalize and build the G.H.
Bass heritage brand through improved assortments and additional category licenses with strong
partners.

• We have continually expanded our relationship with Calvin Klein. Initially, we had licenses for
Calvin Klein men’s and women’s outerwear. Between 2005 and 2011, we added licenses for
women’s suits, dresses, women’s performance wear, women’s better sportswear, women’s handbags
and small leather goods and luggage, as well as to operate Calvin Klein Performance retail stores
in the United States. In April 2013, we added a license for Calvin Klein men’s and women’s
swimwear that became effective as of December 1, 2013. In March 2014, the current term of each
of our Calvin Klein license agreements was extended to December 31, 2023.

•

•

In December 2012, we entered into a license agreement covering a broad range of women’s
apparel under the Ivanka Trump brand including women’s sportswear, dresses, women’s suits and
women’s outerwear. We began shipping Ivanka Trump outerwear and dress products in the third
quarter of fiscal 2014 and swimwear product in the second quarter of fiscal 2015. We believe this
line has excellent potential for expansion.

In August 2012, we acquired Vilebrequin, a premier provider of status swimwear, resort wear and
related accessories. We believe that Vilebrequin is a powerful brand and will continue adding more
locations and increase our wholesale distribution
company owned and franchised retail
throughout the world, as well as develop the business beyond its heritage in men’s swimwear,
resort wear and related accessories.

Continue to grow our apparel business. We have been a leader in the apparel business for many years
and believe we can continue to grow our apparel business. Specifically, our Calvin Klein businesses benefit
from Calvin Klein’s strong brand awareness and loyalty among consumers. Our acquisition of Andrew
Marc added two well-known proprietary brands in the men’s and women’s apparel market, as well as
licenses for men’s and women’s outerwear under the Levi’s and Dockers brands. More recently, we added
licenses for a variety of apparel products under the Kensie and Ivanka Trump brands and for women’s
outerwear under the Tommy Hilfiger brand.

Add new product categories. We have been able to leverage our expertise and experience in the apparel
business, our relationships with our licensors and our sourcing capabilities to expand our licenses to new
product categories such as dresses, sportswear, women’s suits, women’s performance wear and men’s and
women’s swimwear. We expanded our licenses with Calvin Klein beyond apparel categories to include
luggage, women’s handbags, small leather goods and cold weather accessories. In addition, we added
luggage to the products we sell under the Tommy Hilfiger brand and added swimwear, resort wear and
related accessories as a result of our acquisition of Vilebrequin. Most recently, our acquisition of G.H. Bass
added footwear to our product mix. We will attempt to expand our distribution of products in these and
other categories under licensed brands, our own brands and private label brands.

Seek attractive acquisitions. We plan to pursue acquisitions of complementary product lines and
businesses. We continually review acquisition opportunities. We acquired G.H. Bass, a well-known heritage
brand that operates over 150 outlet stores, and Vilebrequin, which provides us with a premier brand selling
status products worldwide. As a result of other acquisitions, we added name-brand licenses, including
Calvin Klein, Guess?, Ellen Tracy, Tommy Hilfiger, Levi’s and Dockers, as well as proprietary labels and
private label programs. We acquired our Jessica Howard and Eliza J dress businesses and Andrew Marc,
each of which added to our portfolio of proprietary brands. We also acquired the Wilsons Leather outlet
store business. Our acquisitions have increased our portfolio of licensed and proprietary brands, allowed us
to realize economies of scale and added a retail component to our business. We believe that our existing
infrastructure and management depth will enable us to complete additional acquisitions in the apparel
industry.

7

Products — Development and Design

G-III designs, manufactures and markets women’s and men’s apparel at a wide range of retail sales
prices. Our product offerings primarily include outerwear, dresses, sportswear, swimwear, women’s suits and
women’s performance wear. We also market footwear and accessories including luggage, women’s handbags,
small leather goods and cold weather accessories.

G-III’s licensed apparel consists of both women’s and men’s products in a broad range of categories.
See “Business — Licensing.” Our strategy is to seek licenses that will enable us to offer a range of products
targeting different price points and different distribution channels.

We offer a wide range of products under our proprietary brands. Our Vilebrequin line of swimwear,
resort wear and related accessories is sold through a network of company owned and franchised specialty
retail stores and shops, as well as through select wholesale distribution. Our Bass and G.H. Bass footwear,
apparel and accessories are sold in our outlet stores and through licensees. The Andrew Marc line of
women’s and men’s outerwear and apparel is sold to upscale department and specialty retail stores. The
Marc New York line of women’s and men’s better priced outerwear and apparel is sold to upper tier stores.
Eliza J is a better dress line that sells to better department and specialty stores. The Jessica Howard label is a
moderate price dress line that sells to department stores, specialty stores and catalogs. The Black Rivet line
of apparel consists of women’s and men’s outerwear. We sell men’s team sports-related apparel under our
G-III Sports by Carl Banks label.

We also work with a diversified group of retail chains, such as Express, JC Penney and Kohl’s, in
developing product lines that are sold under their private label programs. Our design teams collaborate with
our customers to produce custom made products for department and specialty chain stores. Store buyers
may provide samples to us or may select styles already available in our showrooms. We believe we have
established a reputation among these buyers for our ability to produce high quality product on a reliable,
expeditious and cost-effective basis.

Our in-house designers are responsible for the design and look of our licensed and non-licensed
products. We work closely with our licensors to create designs and styles for each of our licensed brands.
Licensors generally must approve products to be sold under their brand names prior to production. We
maintain a global pulse on styles, using trend services and color services to enable us to quickly respond to
style changes in the apparel industry. Our experienced design personnel and our focused use of outside
services enable us to incorporate current trends and consumer preferences in designing new products and
styles.

Our design personnel meet regularly with our sales and merchandising departments, as well as with the
design and merchandising staffs of our licensors, to review market trends, sales results and the popularity of
our latest products. In addition, our representatives regularly attend trade and fashion shows and shop at
fashion forward stores in the United States, Europe and the Far East. Our designers present sample items
along with their evaluation of the styles expected to be in demand in the United States. We also seek input
from selected customers with respect to product design. We believe that our sensitivity to the needs of
retailers, coupled with the flexibility of our production capabilities and our continual monitoring of the
retail market, enables us to modify designs and order specifications in a timely fashion.

Licensing

The sale of licensed products is a key element of our strategy and we have continually expanded our
offerings of licensed products over the past 20 years. In November 2013, we expanded our relationship with
Tommy Hilfiger to include a license for women’s outerwear. In April 2013, we entered into a license for
Calvin Klein men’s and women’s swimwear that became effective on December 1, 2013.

We have ten different license agreements relating to a variety of products sold under the Calvin Klein
brand, as well as to the ability to operate Calvin Klein Performance stores. In March 2014, the current term
of each of these ten license agreements was extended to December 31, 2023.

8

The following table sets forth, for each of our principal licenses, the date on which the current term

ends and the date on which any potential renewal term ends.

License

Fashion Licenses

Date Current
Term Ends

Date Potential Renewal
Term Ends

Calvin Klein (Men’s outerwear) . . . . . . . . . . . . . . . . . . . . . . December 31, 2023 None

Calvin Klein (Women’s outerwear)

. . . . . . . . . . . . . . . . . . . December 31, 2023 None

Calvin Klein (Women’s dresses) . . . . . . . . . . . . . . . . . . . . . . December 31, 2023 None

Calvin Klein (Women’s suits)

. . . . . . . . . . . . . . . . . . . . . . . December 31, 2023 None

Calvin Klein (Women’s performance wear) . . . . . . . . . . . . . . December 31, 2023 None

Calvin Klein (Women’s better sportswear)

. . . . . . . . . . . . . . December 31, 2023 None

Calvin Klein (Better luggage) . . . . . . . . . . . . . . . . . . . . . . . December 31, 2023 None

Calvin Klein (Women’s handbags and small leather goods) . . . December 31, 2023 None

Calvin Klein (Women’s performance retail) . . . . . . . . . . . . . . December 31, 2023 None

Calvin Klein (Men’s and women’s swimwear)

. . . . . . . . . . . . December 31, 2023 None

Cole Haan (Men’s and women’s outerwear)
None
Dockers (Men’s outerwear) . . . . . . . . . . . . . . . . . . . . . . . . . November 30, 2017 None
Ellen Tracy (Women’s outerwear, dresses and suits and men’s

. . . . . . . . . . . . . January 31, 2016

outerwear)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2018 December 31, 2021
. . . . . . . . . . . December 31, 2018 December 31, 2023
Guess/Guess? (Men’s and women’s outerwear)
Guess/Guess? (Women’s dresses) . . . . . . . . . . . . . . . . . . . . . December 31, 2018 December 31, 2023
Ivanka Trump (Women’s sportswear, suits, dresses, activewear,

jeanswear, sweaters and blouses)

. . . . . . . . . . . . . . . . . . . December 31, 2018 December 31, 2023
Jessica Simpson (Women’s dresses and outerwear) . . . . . . . . . December 31, 2019 December 31, 2024
Jones New York (Women’s outerwear) . . . . . . . . . . . . . . . . . January 31, 2016
Kenneth Cole NY/Reaction Kenneth Cole (Men’s and

None

women’s outerwear) . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2015 None

Kensie (Women’s sportswear, dresses, suits, activewear and

sweaters) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . January 31, 2017
Kensie (Women’s cold weather accessories) . . . . . . . . . . . . . . January 31, 2017
Kensie (Women’s handbags) . . . . . . . . . . . . . . . . . . . . . . . . January 31, 2017
Levi’s (Men’s and women’s outerwear) . . . . . . . . . . . . . . . . . November 30, 2017 None
None
Tommy Hilfiger (Men’s outerwear) . . . . . . . . . . . . . . . . . . . March 31, 2016
Tommy Hilfiger (Luggage) . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2017 None
Tommy Hilfiger (Women’s outerwear) . . . . . . . . . . . . . . . . . December 31, 2016 None
Vince Camuto (Women’s dresses)
Vince Camuto (Men’s outerwear)

. . . . . . . . . . . . . . . . . . . . December 31, 2017 December 31, 2020
. . . . . . . . . . . . . . . . . . . . December 31, 2017 December 31, 2020

January 31, 2022
January 31, 2022
January 31, 2022

Team Sports Licenses

None
Collegiate Licensing Company . . . . . . . . . . . . . . . . . . . . . . March 31, 2016
None
Major League Baseball (Men’s) . . . . . . . . . . . . . . . . . . . . . . October 31, 2017
Major League Baseball (Ladies)
None
. . . . . . . . . . . . . . . . . . . . . October 31, 2017
National Basketball Association . . . . . . . . . . . . . . . . . . . . . September 30, 2017 None
None
National Football League . . . . . . . . . . . . . . . . . . . . . . . . . . March 31, 2017
National Hockey League . . . . . . . . . . . . . . . . . . . . . . . . . . June 30, 2016

None

9

Under our license agreements, we are generally required to achieve minimum net sales of licensed
products, pay guaranteed minimum royalties, make specified royalty and advertising payments (usually
based on a percentage of net sales of licensed products), and receive prior approval of the licensor as to all
design and other elements of a product prior to production. License agreements also may restrict our ability
to enter into other license agreements for competing products or acquire businesses that produce competing
products without the consent of the licensor. If we do not satisfy any of these requirements or otherwise
fail to meet our obligations under a license agreement, a licensor usually will have the right to terminate our
license. License agreements also typically restrict our ability to assign or transfer the agreement without the
prior written consent of a licensor and generally provide that a change in control, including as a result of
the acquisition of us by another company, is considered to be a transfer of the license agreement that would
give a licensor the right to terminate the license unless it has approved the transaction.

Our ability to renew the current term of a license agreement may be subject to the discretion of the
licensor or to attaining minimum sales and/or royalty levels and to our compliance with the provisions of
the agreement. We believe that brand owners are looking to consolidate the number of licensees they engage
to develop product and to choose licensees who have a successful track record of developing brands. We
continue to seek other opportunities to enter into license agreements in order to expand our product
offerings under well-known labels and broaden the markets that we serve.

Revenues from the sale of licensed products accounted for 57.6% of our net sales in fiscal 2015

compared to 64.1% of our net sales in fiscal 2014 and 67.3% of our net sales in fiscal 2013.

Proprietary Brands

Dating back to the beginning of our company, G-III has sold apparel under our own proprietary
brands. Over the years, we developed or acquired brands such as G-III Sports by Carl Banks, Eliza J,
Jessica Howard and Black Rivet. Most recently, we acquired G.H. Bass, a well-known heritage brand, and
Vilebrequin, which provides us with a premier brand selling status products worldwide.

In August 2012, we acquired Vilebrequin, a premier provider of status swimwear, resort wear and
related accessories. Vilebrequin sells its products in over 50 countries around the world through a network
of company owned and franchised specialty retail stores and shops, as well as through select wholesale
distribution. Vilebrequin has also licensed its brand for the wholesale distribution of
footwear and
neckwear. We believe that Vilebrequin is capable of significant worldwide expansion. A majority of
Vilebrequin’s current revenues are derived from sales in Europe and the United States.

Vilebrequin’s iconic designs and reputation are linked to its French Riviera heritage arising from its
founding in St. Tropez over forty years ago. Vilebrequin’s men’s swimwear, which accounts for the majority
of its sales, is known for its exclusive prints, wide range of colors, attention to detail, fabric quality and
well-designed cut. In addition to swimwear, Vilebrequin sells a line of resort wear products, including shirts,
T-shirts, Bermuda shorts and trousers, and related accessories, including hats, beach bags, beach towels and
sunglasses. Vilebrequin also sells sandals and a collection of women’s swimwear and resort wear. We believe
that Vilebrequin is a powerful brand. We plan to continue adding more company owned and franchised
retail locations and increase our wholesale distribution of Vilebrequin product throughout the world, as
well as develop the business beyond its heritage in men’s swimwear, resort wear and related accessories.

Andrew Marc and Marc New York provide us with upscale company-owned brands. We utilize our
own in-house capabilities to create our core men’s and women’s outerwear and women’s performance wear
and handbags, as well as a women’s dress line for Marc New York. We also license these brands to select
third parties in certain categories. Our goal is to develop the Andrew Marc family of brands into a
meaningful lifestyle brand. We continually look for new opportunities to leverage these brands.

Revenues from the sale of non-licensed products includes revenues from our proprietary brands, other
than Wilsons and G.H. Bass which are part of our retail operations segment, as well as revenues from the
sale of private label products, accounted for 20.2% of our net sales in fiscal 2015 compared to 19.2% of our
net sales in fiscal 2014 and 19.3% of our net sales in fiscal 2013.

10

Retail Operations

We are a national retailer of outerwear, footwear, apparel and accessories in the U.S. As of January 31,
2015, our retail operations segment consisted of 346 retail stores in 43 states and Puerto Rico, of which 185
are stores operated under the Wilsons Leather name, 156 are stores operated under our G.H. Bass brand
and 5 stores are operated under the licensed Calvin Klein Performance brand. Substantially all of our
Wilsons Leather and G.H. Bass stores are operated as outlet stores and located in larger outlet centers with
Wilsons Leather’s stores averaging approximately 3,735 square feet and G.H. Bass stores averaging
approximately 6,300 square feet. At January 31, 2015, we operated 17 full price Wilsons Leather mall stores
and currently plan to open approximately 9 new Wilsons Leather outlet stores and 9 new G.H. Bass outlet
stores in fiscal 2016.

Our Wilsons Leather retail stores primarily sell men’s and women’s outerwear and accessories.
Outerwear sold in our Wilsons Leather stores includes products primarily manufactured by us and
accessories which are purchased primarily from third parties. Merchandise is shipped from our main
Brooklyn Park, Minnesota distribution center to replenish stores as needed with key styles and to build
inventory for the peak holiday selling season.

Our Bass stores offer casual and dress shoes for men, women and children. Most of our Bass stores
also carry apparel for men and women, including tops, neckwear, bottoms and outerwear, as well as
accessories such as handbags, wallets, belts and travel gear. We sell Bass products primarily through outlet
stores located in the United States. We currently plan to open approximately 9 new G.H. Bass stores in fiscal
2016.

We also license the Bass brand for the wholesale distribution of men’s and women’s footwear and men’s
sportswear. In addition, in March 2015, we entered into a wholesale license agreement with Genesco to
design, distribute, and market G.H. Bass men’s, women’s and children’s footwear in the United States and
Canada. The line will be shown to customers this summer with first shipments expected for the Spring 2016
season. We believe Genesco’s expertise and market leadership in footwear will complement our G.H. Bass
team. We also intend to use our in-house expertise to produce certain key categories for Bass, including our
planned launch of Bass women’s apparel for delivery in Fall 2015. Revenues from our retail operations
accounted for 22.2% of our net sales in fiscal 2015 compared to 16.7% of our net sales in fiscal 2014 and
13.4% of our net sales in fiscal 2013. The increase in fiscal 2015 in the percentage of sales from our retail
operations resulted from the acquisition of G.H. Bass in November 2013.

Manufacturing and Sourcing

G-III arranges for the production of products from independent manufacturers located primarily in
China and, to a lesser extent, in Vietnam, Indonesia, Pakistan, India and Central and South America.
Vilebrequin’s products are manufactured in Bulgaria, Tunisia, Romania and Morocco. A small portion of
our garments are manufactured in the United States.

We currently have representative offices in Vietnam, as well as in Hangzhou, Nanjing and Qingdao,
China. These offices act as our liaison with manufacturers in the Far East. As of January 31, 2015, we had
270 employees in these representative offices.

G-III’s headquarters provides these liaison offices with production orders stating the quantity, quality,
delivery time and types of garments to be produced. The personnel in our liaison offices assist in the
negotiation and placement of orders with manufacturers. In allocating production among independent
suppliers, we consider a number of criteria, including, but not limited to, quality, availability of production
capacity, pricing and ability to meet changing production requirements.

To facilitate better service for our customers and accommodate the volume of manufacturing in the
Far East, we also have a subsidiary in Hong Kong. The Hong Kong subsidiary supports third party
production of products on an agency fee basis. Our Hong Kong office acts as an agent for substantially all
of our production. Our China and Hong Kong offices monitor production at manufacturers’ facilities to
ensure quality control, compliance with our specifications and timely delivery of finished garments to our
distribution facilities and, in some cases, direct to our customers. At January 31, 2015, we had 21 employees
in our Hong Kong office.

11

In connection with the foreign manufacture of our products, manufacturers purchase raw materials
including fabric, wool, leather and other submaterials (such as linings, zippers, buttons and trim) at our
direction. Prior to commencing the manufacture of products, samples of raw materials or submaterials are
sent to us for approval. We regularly inspect and supervise the manufacture of our products in order to
ensure timely delivery, maintain quality control and monitor compliance with our manufacturing
specifications. We also inspect finished products at the factory site.

We generally arrange for the production of products on a purchase order basis with completed
products manufactured to our design specifications. We assume the risk of loss predominantly on a
Freight-On-Board (F.O.B.) basis when goods are delivered to a shipper and are insured against casualty
losses arising during shipping.

As is customary, we have not entered into any long-term contractual arrangements with any contractor
or manufacturer. We believe that the production capacity of foreign manufacturers with which we have
developed, or are developing, a relationship is adequate to meet our production requirements for the
foreseeable future. We believe that alternative foreign manufacturers are readily available.

A majority of all finished goods manufactured for us is shipped to our New Jersey warehouse and
distribution facilities or to designated third party facilities for final inspection and allocation, as well as
reshipment to customers. The goods are delivered to our customers and us by independent shippers. We
choose the form of shipment (principally ship, truck or air) based upon a customer’s needs, cost and timing
considerations.

Customs and Import Restrictions

Our arrangements with textile manufacturers and suppliers are subject to requisite customs clearances
for textile apparel and the imposition of export duties. United States Customs duties on our textile apparel
presently range from duty free to 32%, depending upon the type of fabric used, how the garment is
constructed and the country of export. A substantial majority of our product is imported into the United
States and, to a lesser extent, into Canada and Europe. Countries in which our products are manufactured
and sold may, from time to time, impose new duties, tariffs, surcharges or other import controls or
restrictions or adjust prevailing duty or tariff levels, as well as quota restrictions. Under the provisions of
the World Trade Organization (“WTO”) agreement governing international trade in textiles, known as the
“WTO Agreement on Textiles and Clothing,” the United States and other WTO member countries have
eliminated quotas on textiles and apparel-related products from WTO member countries. As a result, quota
restrictions generally do not affect our business in most countries.

Apparel and other products sold by us are also subject to regulations that relate to product labeling,
content and safety requirements, licensing requirements and flammability testing. We believe that we are in
compliance with those regulations, as well as applicable federal, state, local, and foreign regulations relating
to the discharge of materials hazardous to the environment.

Raw Materials

We purchase most products manufactured for us on a finished goods basis. We coordinate the sourcing
of raw materials used in the production of our products which are generally available from numerous
sources. The apparel industry competes with manufacturers of many other products for the supply of raw
materials.

Marketing and Distribution

G-III’s products are sold primarily to department, specialty and mass merchant retail stores in the
United States. We sell to approximately 2,900 customers, ranging from national and regional chains to small
specialty stores. We also distribute our products through our retail stores and, to a lesser extent, through
our Wilson’s Leather, G.H. Bass, Andrew Marc and Vilebrequin websites.

Sales to our 10 largest customers accounted for 58.4% of our net sales in fiscal 2015 compared to
61.3% of our net sales in fiscal 2014 and 63.7% of our net sales in fiscal 2013. Sales to Macy’s, which
includes sales to its Macy’s and Bloomingdale’s store chains, accounted for an aggregate of 18.7% of our
net sales in fiscal 2015, 21.0% of our net sales in fiscal 2014 and 21.3% of our net sales in fiscal 2013. The

12

loss of this customer or a significant reduction in purchases by our largest customers could have a material
adverse effect on our results of operations.

A substantial majority of our sales are made in the United States. We also market our products in
Canada, Europe and the Far East, which, on a combined basis, accounted for approximately 15.1% of our
net sales in fiscal 2015.

G-III’s products are sold primarily through a direct sales force consisting of 171 employees at
January 31, 2015. Our principal executives are also actively involved in sales of our products. Some of our
products are also sold by various retail buying offices and independent sales representatives located
throughout the United States. Sales outside of the United States are managed by 10 salespeople located in
our offices across Asia, as well as 14 salespeople for Kensie located in Canada and 6 salespeople for
Vilebrequin located in Switzerland. The Canadian market is serviced by a sales and customer service team
based both in the United States and in Canada.

Brand name products sold by us pursuant to a license agreement are promoted by institutional and
product advertisements placed by the licensor. Our license agreements generally require us to pay the
licensor a fee, based on a percentage of net sales of licensed product, to pay for a portion of these
advertising costs. We may also be required to spend a specified percentage of net sales of a licensed product
on advertising placed by us.

We advertise our Andrew Marc brand and are engaged in both cooperative advertising programs with
retailers and direct to the consumer. We are focused on creating an image that will broaden the lifestyle
appeal of our Andrew Marc brands. Our marketing strategy is focused on media, public relations and
channel marketing. Our media strategy for Andrew Marc includes traditional print and outdoor
advertising, as well as digital and social media initiatives.

Wilsons Leather and G.H. Bass marketing efforts are primarily focused on increasing store traffic and
then converting customers to buyers. This goal is mainly accomplished through local advertising and mall
marketing promotions along with marketing initiatives through the Internet, social media and public
relations support.

Vilebrequin’s marketing efforts have been based on continually offering new swimwear prints, and
expanding the range of its products to new categories such as women swimwear, ready to wear and
accessories, while maintaining its core collection. Besides its traditional advertising networks (print and
outdoor advertising), Vilebrequin is seeking to develop new marketing channels through the use of digital
media, product placement and public relations. Through the growth of its network of stores, distributors
and franchisees, Vilebrequin is seeking to reinforce its position in its traditional markets, such as the U.S.
and Europe, and to develop new markets in Asia and the Middle East.

We believe we have developed awareness of our other owned labels primarily through our reputation,
consumer acceptance and the fashion press. We primarily rely on our reputation and relationships to
generate business in the private label portion of our non-licensed segment. We believe we have developed a
significant customer following and positive reputation in the industry as a result of, among other things,
our standards of quality control, on-time delivery, competitive pricing and willingness and ability to assist
customers in their merchandising of our products.

Seasonality

Retail sales of outerwear and other apparel have traditionally been seasonal in nature. Historically, we
have been dependent on our sales from July through November for the substantial majority of our net sales
and net income. Net sales in the months of July through November accounted for approximately 56% of
our net sales in fiscal 2015, 57% of our net sales in fiscal 2014 and 58% of our net sales in fiscal 2013. We
are highly dependent on our results of operations during the second half of our fiscal year. The second half
of the year is expected to continue to provide a disproportionate amount of our net sales and a substantial
majority of our net income for the foreseeable future.

13

Order Book

A portion of our orders consists of short-term purchase orders from customers who place orders on an
as-needed basis. Information relative to open purchase orders at any date may also be materially affected by,
among other things, the timing of the initial showing of apparel to the trade, as well as by the timing of
recording of orders and shipments. As a result, we do not believe that disclosure of the amount of our
unfilled customer orders at any time is meaningful.

Competition

that

import products

We have numerous competitors with respect to the sale of our products, including brand owners,
distributors
from abroad, and domestic retailers with established foreign
manufacturing capabilities. Some of our competitors have greater financial and marketing resources and
greater manufacturing capacity than we do. Our retail business competes against a diverse group of
retailers, including, among others, other outlet stores, department stores, specialty stores, warehouse clubs
and e-commerce retailers. Sales of our products are affected by style, price, quality, brand reputation and
general fashion trends.

Trademarks

We own the trademarks used by us in connection with our non-licensed product segment, as well as
some of the trademarks used in our retail operations segment, and act as licensee of certain trademarks
owned by third parties that are used in connection with our licensed product segment. The principal brands
that we license are summarized under the heading “Licensing” above. We own a number of proprietary
brands that we use in connection with our business and products including, among others, Vilebrequin,
Bass, G.H. Bass, Wilsons, Andrew Marc, Marc New York, Eliza J, Jessica Howard. Black Rivet and G-III
Sports by Carl Banks. We have registered, or applied for registration of, many of our trademarks in multiple
jurisdictions for use on a variety of apparel and related other products, as well as for retail services.

In markets outside of the U.S., our rights to some of our trademarks may not be clearly established. In
the course of our attempt to expand into foreign markets, we may experience conflicts with various third
parties who have acquired ownership rights in certain trademarks that would impede our use and
registration of some of our trademarks. Such conflicts may arise from time to time as we pursue
international expansion. Although we have not in the past suffered any material restraints or restrictions on
doing business in desirable markets or in new product categories, we cannot be sure that significant
impediments will not arise in the future as we expand product offerings and introduce additional brands to
new markets.

We regard our trademarks and other proprietary rights as valuable assets and believe that they have
value in the marketing of our products. We vigorously protect our trademarks and other intellectual
property rights against infringement.

Employees

As of January 31, 2015, we had 6,641 employees, of whom 391 worked in executive or administrative
capacities, 811 worked in design, merchandising and sourcing, 788 worked in warehouse and distribution
facilities, 171 worked in wholesale sales, and 4,480 worked in our retail stores. Additionally, during our peak
retail selling season from October through January, we employed approximately 1,950 additional seasonal
associates in our retail stores. We employ both union and non-union personnel and believe that our
relations with our employees are good. We have not experienced any interruption of any of our operations
due to a labor disagreement with our employees.

We are a party to an agreement with one labor union. As of January 31, 2015, this agreement covers
approximately 450 of our full-time employees, most of whom work in our warehouses located in New
Jersey, and is currently in effect through November 15, 2017.

14

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information with respect to our executive officers.

Name

Age

Position

Morris Goldfarb . . . .

64 Chairman of the Board, Chief Executive Officer, President and

Director

Sammy Aaron . . . . . .

55 Vice Chairman and Director

Wayne S. Miller . . . . .

57 Chief Operating Officer and Secretary

Neal S. Nackman . . . .

55 Chief Financial Officer and Treasurer

Morris Goldfarb is our Chairman of the Board, Chief Executive Officer and President, as well as one
of our directors. Mr. Goldfarb has served as an executive officer of G-III and our predecessors since our
formation in 1974. Mr. Goldfarb is a director of Oppenheimer Holdings Inc. and RLJ Entertainment, Inc.

Sammy Aaron has been our Vice Chairman, as well as one of our directors, since we acquired the
Marvin Richards business in July 2005. Mr. Aaron is the Chief Executive Officer of our Calvin Klein
divisions. Prior to joining G-III, he served as the President of Marvin Richards from 1998 until July 2005.

Wayne S. Miller has been our Chief Operating Officer since December 2003 and our Secretary since
November 1998. He also served as our Chief Financial Officer from April 1998 until September 2005 and as
our Treasurer from November 1998 until April 2006.

Neal S. Nackman has been our Chief Financial Officer since September 2005 and was elected Treasurer

in April 2006. Mr. Nackman served as Vice President — Finance from December 2003 until April 2006.

Jeffrey Goldfarb, one of our directors and our Director of Business Development, is the son of Morris

Goldfarb.

15

ITEM 1A. RISK FACTORS.

The following risk factors should be read carefully in connection with evaluating our business and the
forward-looking statements contained in this Annual Report on Form 10-K. Any of the following risks
could materially adversely affect our business, our prospects, our operating results, our financial condition,
the trading prices of our securities and the actual outcome of matters as to which forward-looking
statements are made in this report. Additional risks that we do not yet know of or that we currently think
are immaterial may also affect our business operations.

Risk Factors Relating to Our Licensed and Non-Licensed Products Business

The failure to maintain our license agreements could cause us to lose significant revenues and have a
material adverse effect on our results of operations.

We are dependent on sales of licensed products for a substantial portion of our revenues. In fiscal 2015,
net sales of licensed product accounted for 57.6% of our net sales compared to 64.1% of our net sales in
fiscal 2014 and 67.3% of our net sales in fiscal 2013.

We are generally required to achieve specified minimum net sales, make specified royalty and
advertising payments and receive prior approval of the licensor as to all design and other elements of a
product prior to production. License agreements also may restrict our ability to enter into other license
agreements for competing products or acquire businesses that produce competing products without the
consent of the licensor. If we do not satisfy any of these requirements or receive approval with respect to a
restricted transaction, a licensor usually will have the right to terminate our license. Even if a licensor does
not terminate our license, the failure to achieve net sales sufficient to cover our required minimum royalty
payments could have a material adverse effect on our results of operations. If a license contains a renewal
provision, there are usually minimum net sales and other conditions that must be met in order to be able to
renew a license. Even if we comply with all the terms of a license agreement, we cannot be sure that we will
be able to renew an agreement when it expires even if we desire to do so. The failure to maintain or renew
our license agreements could cause us to lose significant revenue and have a material adverse effect on our
results of operations.

Our success is dependent on the strategies and reputation of our licensors.

We strive to offer our products on a multiple brand, multiple channel and multiple price point basis. As
a part of this strategy, we license the names and brands of numerous recognized companies, designers and
celebrities. In entering into these license agreements, we plan our products to be targeted towards different
market segments based on consumer demographics, design, suggested pricing and channel of distribution.
If any of our licensors decides to “reposition” its products under the brands we license from them,
introduce similar products under similar brand names or otherwise change the parameters of design,
pricing, distribution, target market or competitive set, we could experience a significant downturn in that
brand’s business, adversely affecting our sales and profitability. In addition, as licensed products may be
personally associated with designers or celebrities, our sales of those products could be materially and
adversely affected if any of those individuals’ images, reputations or popularity were to be negatively
impacted.

Any adverse change in our relationship with PVH Corp. and its Calvin Klein brand would have a material
adverse effect on our results of operations.

We have ten different license agreements relating to a variety of products sold under the Calvin Klein
brand that is owned by PVH Corp. Sales of Calvin Klein product constitute a majority of our sales of
licensed products. Any change by PVH in the marketing of products sold under the Calvin Klein label or
any adverse change in the consumer’s perception of the Calvin Klein brand could have a material adverse
effect on our results of operations. We have three license agreements for products sold under the Tommy
Hilfiger brand, which is also owned by PVH. Any adverse change in our relationship with PVH would have
a material adverse effect on our results of operations.

If our customers change their buying patterns, request additional allowances, develop their own private label
brands or enter into agreements with national brand manufacturers to sell their products on an exclusive
basis, our sales to these customers could be materially adversely affected.

Our customers’ buying patterns, as well as the need to provide additional allowances to customers,
could have a material adverse effect on our business, results of operations and financial condition.

16

Customers’ strategic initiatives, including developing their own private labels brands, selling national brands
on an exclusive basis or reducing the number of vendors they purchase from, could also impact our sales to
these customers. There is a trend among major retailers to concentrate purchasing among a narrowing
group of vendors. To the extent that any of our key customers reduces the number of its vendors and, as a
result, reduces or eliminates purchases from us, there could be a material adverse effect on us.

We have significant customer concentration, and the loss of one of our large customers could adversely
affect our business.

Our 10 largest customers, all of which are department or discount store groups, accounted for
approximately 58.4% of our net sales in fiscal 2015, 61.3% of our net sales in fiscal 2014 and 63.7% of our
net sales in fiscal 2013, with the Macy’s Inc. group accounting for approximately 18.7% of our net sales in
fiscal 2015. Consolidation in the retail industry could increase the concentration of our sales to our largest
customers. We do not have long-term contracts with any customers, and sales to customers generally occur
on an order-by-order basis that may be subject to cancellation or rescheduling by the customer. A decision
by our major customers to decrease the amount of merchandise purchased from us, increase the use of their
own private label brands, sell a national brand on an exclusive basis or change the manner of doing business
with us could reduce our revenues and materially adversely affect our results of operations. The loss of any
of our large customers, or the bankruptcy or serious financial difficulty of any of our large customers,
could have a material adverse effect on us.

If we miscalculate the market for our products, we may end up with significant excess inventories for some
products and missed opportunities for others.

We often produce products to hold in inventory in order to meet our customers’ delivery requirements
and to be able to quickly fulfill reorders. If we misjudge the market for our products, we may be faced with
significant excess inventories for some products and missed opportunities for others. In addition, weak sales
and resulting markdown requests from customers could have a material adverse effect on our results of
operations.

Risks Relating to Our Retail Business

Leasing of significant amounts of real estate exposes us to possible liabilities and losses.

All of the stores operated by us are leased. Accordingly, we are subject to all of the risks associated
with leasing real estate. Store leases generally require us to pay a fixed minimum rent and a variable amount
based on a percentage of annual sales at that location. We generally cannot cancel our leases. If an existing
or future store is not profitable, and we decide to close it, we may be committed to perform certain
obligations under the applicable lease including, among other things, paying rent for the balance of the
applicable lease term. As each of our leases expires, if we do not have a renewal option, we may be unable
to negotiate a renewal, on commercially acceptable terms or at all, which could cause us to close stores in
desirable locations. In addition, we may not be able to close an unprofitable store due to an existing
operating covenant, which may cause us to operate the location at a loss and prevent us from finding a
more desirable location.

Our retail stores are heavily dependent on the ability and desire of consumers to travel and shop. A reduction
in the volume of outlet mall traffic could adversely affect our retail sales.

Substantially all of our retail stores are operated as outlet stores and located in larger outlet centers,
which are typically located in or near vacation destinations or away from large population centers where
department stores and other traditional retailers are concentrated. Economic uncertainty in the U.S., fuel
shortages, increased fuel prices, travel concerns and other circumstances, which would lead to decreased
travel, could have a material adverse effect on sales at our outlet stores. Other factors which could affect the
success of our outlet stores include:

•

•

the location of the outlet mall or the location of a particular store within the mall;

the other tenants occupying space at the outlet mall;

17

•

•

•

increased competition in areas where the outlet malls are located;

a downturn in the economy generally or in a particular area where an outlet mall is located; and

the amount of advertising and promotional dollars spent on attracting consumers to the outlet
malls.

Sales at our outlet stores are derived, in part, from the volume of traffic at the malls where our stores
are located. Our outlet stores benefit from the ability of a mall’s other tenants and other area attractions to
generate consumer traffic in the vicinity of our stores and the continuing popularity of outlet malls as
shopping destinations. A reduction in outlet mall traffic as a result of these or other factors could materially
adversely affect our business.

The retail business is intensely competitive and increased or new competition could have a material adverse
effect on us.

The retail industry is intensely competitive. We compete against a diverse group of retailers, including,
among others, other outlet stores, department stores, specialty stores, warehouse clubs and e-commerce
retailers. We also compete in particular markets with a number of retailers that specialize in the products
that we sell. A number of different competitive factors could have a material adverse effect on our retail
business, results of operations and financial condition including:

•

•

•

•

•

increased operational efficiencies of competitors;

competitive pricing strategies, including deep discount pricing by a broad range of retailers during
periods of poor consumer confidence or economic instability;

expansion of product offerings by existing competitors;

entry by new competitors into markets in which we operate retail stores; and

adoption by existing competitors of innovative retail sales methods.

We may not be able to continue to compete successfully with our existing or new competitors, or be
assured that prolonged periods of deep discount pricing by our competitors will not have a material adverse
effect on our business.

Risk Factors Relating to Our Vilebrequin Business

Operation of our Vilebrequin business involves costs and uncertainties.

Vilebrequin sells its products through a network of both owned and franchised specialty retail stores
and shops, as well as through select wholesale distribution. While we have operated outlet stores for several
years, we had not previously operated a full price retail chain that includes both owned and franchised
stores prior to the acquisition of Vilebrequin in August 2012. Our success with Vilebrequin will be
dependent, in part, on our ability to protect and enhance the reputation and status of the Vilebrequin brand
and maintain the distinctive design and construction of Vilebrequin’s key swimwear products that utilize a
specialized fabric. As a result, Vilebrequin sources a significant majority of its product with a limited
number of manufacturers. Any disruption in the operations of these manufacturers could create an inability
to supply required goods to our stores or to our wholesale customers in a timely fashion or without a
significant delay, as we may not be able to quickly find another manufacturer that can meet Vilebrequin’s
production requirements. Managing the Vilebrequin business requires the expenditure of a significant
amount of our time and resources. Operation of an international retail and wholesale business could divert
our management’s time and resources from our core domestic business and could negatively impact our
results of operations.

18

Our ability to successfully operate the Vilebrequin business and to capitalize on growth in new international
markets is subject to risks associated with international operations.

Our ability to successfully operate the Vilebrequin business is important in order for us to realize the
intended benefits of this business. Vilebrequin’s international operations may make it more difficult for us to
supervise its operations. Our ability to capitalize on the Vilebrequin business and successfully expand into
international markets is subject to risks associated with international operations. These include:

•

•

•

•

the burdens of complying with a variety of foreign laws and regulations, including trade and labor
restrictions;

compliance with U.S. and other country laws relating to foreign operations, including the Foreign
Corrupt Practices Act, which prohibits U.S. companies from making improper payments to
foreign officials for the purpose of obtaining or retaining business;

unexpected changes in regulatory requirements; and

new tariffs or other barriers in some international markets.

We are also subject to general political and economic risks in connection with Vilebrequin’s

international operations, including:

•

•

•

political instability and terrorist attacks;

changes in diplomatic and trade relationships; and

general and economic fluctuations in specific countries or markets.

Changes in regulatory, geopolitical, social or economic policies and other factors may have a material
adverse effect on our Vilebrequin business in the future or may require us to exit a particular market or
significantly modify our current business practices.

Our expansion into the European market exposes us to uncertain economic conditions in the Euro zone.

Demand for our products depends in part on the general economic conditions affecting the countries
in which we do business. With the addition of Vilebrequin, we have significantly expanded our presence in
the European market. Recently, the economic situation in Europe has been unstable, arising from concerns
that certain European countries may default in payments due on their national debt obligations and from
related European financial restructuring efforts, as well as overall weak economic performance within the
European market. If such defaults were to occur, or if European financial restructuring efforts create their
own instability, current instability in the global credit markets may increase. Continued financial instability
in Europe could adversely affect our European operations and, in turn, could have a material adverse effect
on us.

We have foreign currency exposures relating to buying, selling and financing in currencies other than the
U.S. dollar, our functional currency.

We have foreign currency exposure related to foreign denominated revenues and costs, which must be
translated into U.S. dollars. Fluctuations in foreign currency exchange rates (particularly the strengthening
of the U.S. dollar relative to the Euro) may adversely affect our reported earnings and the comparability of
period-to-period results of operations. In addition, while certain currencies (notably the Hong Kong dollar
and Chinese Renminbi) are currently fixed or managed in value in relation to the U.S. dollar by foreign
central banks or governmental entities, such conditions may change, thereby exposing us to various risks as
a result.

Certain of our foreign operations purchase products from suppliers denominated in U.S. dollars and
Euros, which may expose such operations to increases in cost of goods sold (thereby lowering profit
margins) as a result of foreign currency fluctuations. Our exposures are primarily concentrated in the Euro.
Changes in currency exchange rates may also affect the relative prices at which we and our foreign
competitors purchase and sell products in the same market and the cost of certain items required in our
operations. In addition, certain of our foreign operations have receivables or payables denominated in

19

currencies other than their functional currencies, which exposes such operations to foreign exchange losses
as a result of foreign currency fluctuations. Such fluctuations in foreign currency exchange rates could have
an adverse effect on our business, results of operations and financial condition.

Risk Factors Relating to the Operation of Our Business

If we lose the services of our key personnel, our business will be harmed.

Our future success depends on Morris Goldfarb, our Chairman, Chief Executive Officer and
President, and other key personnel. The loss of the services of Mr. Goldfarb and any negative market or
industry perception arising from the loss of his services could have a material adverse effect on us and the
price of our shares. Our other executive officers have substantial experience and expertise in our business
and have made significant contributions to our success. The unexpected loss of services of one or more of
these individuals could also adversely affect us.

We have expanded our business through acquisitions that could result in diversion of resources, an inability
to integrate acquired operations and extra expenses. This could disrupt our business and adversely affect our
financial condition.

Part of our growth strategy is to pursue acquisitions. The negotiation of potential acquisitions as well
as the integration of acquired businesses could divert our management’s time and resources. Acquired
businesses may not be successfully integrated with our operations. We may not realize the intended benefits
of any acquisition, such as our acquisitions of G.H. Bass and Vilebrequin. We also might not be successful
in identifying or negotiating suitable acquisitions which could negatively impact our growth strategy.

Acquisitions could also result in:

•

•

•

•

•

•

•

•

substantial cash expenditures;

potentially dilutive issuances of equity securities;

the incurrence of debt and contingent liabilities;

a decrease in our profit margins;

amortization of intangibles and potential impairment of goodwill;

reduction of management attention to other parts of our business;

failure to generate expected financial results or reach business goals; and

increased expenditures on human resources and related costs.

If acquisitions disrupt our operations, our business may suffer.

We may need additional financing to continue to grow.

The continued growth of our business, including as a result of acquisitions, depends on our access to
sufficient funds to support our growth. Our primary source of working capital to support our growth is our
line of credit which currently extends to August 2017. Our need for working capital has increased
significantly as a result of our seven acquisitions since July 2005, our addition of new licenses and the
expansion of our business. Our growth is dependent on our ability to continue to be able to extend and
increase our line of credit. If we are unable to refinance our debt, we cannot be sure we will be able to
secure alternative financing on satisfactory terms or at all. The loss of the use of this credit facility or the
inability to replace this facility when it expires would materially impair our ability to operate our business.

Our business is highly seasonal. Our results of operations may suffer in the event that the weather is
unusually warm during the peak selling season.

Retail sales of apparel have traditionally been seasonal in nature. Historically, we have been dependent
on our sales from July through November for the substantial majority of our net sales and net income. Net
sales in the months of July through November accounted for approximately 56% of our net sales in fiscal
2015, 57% of our net sales in fiscal 2014 and 58% of our net sales in fiscal 2013. We are highly dependent on

20

our results of operations during the second half of our fiscal year. Any difficulties we may encounter during
this period as a result of weather or disruption of manufacturing or transportation of our products will
have a magnified effect on our net sales and net income for the year. In addition, because of the large
amount of outerwear we sell at both wholesale and retail, unusually warm weather conditions during the
peak fall and winter outerwear selling season, including as a result of any change in historical climate
patterns, could have a material adverse effect on our results of operations. Our quarterly results of
operations for our retail business also may fluctuate based upon such factors as the timing of certain
holiday seasons, the number and timing of new store openings, the acceptability of seasonal merchandise
offerings, the timing and level of markdowns, store closings and remodels, competitive factors, weather and
general economic conditions. The second half of
the year is expected to continue to provide a
disproportionate amount of our net sales and a substantial majority of our net income for the foreseeable
future.

Extreme or unseasonable weather conditions could adversely affect our business.

Extreme weather events and changes in weather patterns can influence customer trends and shopping
habits. Extended periods of unseasonably warm temperatures during the winter season or cool weather
during the summer season may diminish demand for our seasonal merchandise. Heavy snowfall, hurricanes
or other severe weather events in the areas in which our retail stores and the retail stores of our wholesale
customers are located may decrease customer traffic in those stores and reduce our sales and profitability. If
severe weather events were to force closure of or disrupt operations at the distribution centers we use for
our merchandise, we could incur higher costs and experience longer lead times to distribute our products to
our retail stores, wholesale customers or e-commerce customers. If prolonged, such extreme or
unseasonable weather conditions could adversely affect our business, financial condition and results of
operations.

If we are unable to successfully translate market trends into attractive product offerings, our sales and
profitability could suffer.

The retail and apparel industries are subject to sudden shifts in consumer trends and consumer
spending. Our ability to successfully compete depends on a number of factors, including our ability to
effectively anticipate, gauge and respond to changing consumer demands and tastes across multiple product
lines and tiers of distribution. We are required to translate market trends into attractive product offerings
and operate within substantial production and delivery constraints. We cannot be sure we will continue to
be successful in this regard. We need to anticipate and respond to changing trends quickly, efficiently and
effectively in order to be successful. Our failure to anticipate, identify or react appropriately to changes in
customer tastes, preferences, shopping and spending patterns could lead to, among other things, excess
inventories or a shortage or products and could have a material adverse effect on our financial condition
and results of operations.

Expansion of our product offerings involves significant costs and uncertainty and could adversely affect our
results of operations.

An important part of our strategy is to expand the types of products we offer. During the past few
years, we have added licenses for new lines of women’s suits, dresses, performance wear, sportswear and
men’s and women’s swimwear, as well as luggage and women’s handbags and small leather goods. In
August 2012, we acquired Vilebrequin, a manufacturer of swimwear, resort wear and related accessories
and, in November 2013, we acquired, G.H. Bass, a manufacturer of footwear. We had limited prior
experience designing, manufacturing and marketing these types of products. We intend to continue to add
additional product lines in the future. As is typical with new products, demand and market acceptance for
any new products we introduce will be subject to uncertainty. Designing, producing and marketing new
products require substantial expenditures. We cannot be certain that our efforts and expenditures will
successfully generate sales or that sales that are generated will be sufficient to cover our expenditures.

We are subject to the risk of inventory loss and theft.

Efficient inventory management is a key component of our business success and profitability. To be
successful, we must maintain sufficient inventory levels and an appropriate product mix to meet the

21

demands of our wholesale and retail customers without allowing those levels to increase to such an extent
that the costs to store and hold the goods unduly impacts our financial results. If our buying decisions do
not accurately predict customer trends or purchasing actions, we may have to take unanticipated
markdowns to dispose of the excess inventory, which also can adversely impact our financial results. We
continue to focus on ways to reduce these risks, but we cannot be certain you that we will continue to be
successful in our inventory management. If we are not successful in managing our inventory balances, our
cash flows from operations and net income may be negatively affected.

We have experienced inventory shrinkage in the past, and we cannot be certain that incidences of
inventory loss and theft will decrease in the future or that the measures we are taking will effectively reduce
the problem of inventory shrinkage. Although some level of inventory shrinkage is an unavoidable cost of
doing business, if we were to experience higher rates of inventory shrinkage or incur increased security costs
to combat inventory theft, our financial condition could be affected adversely.

Fluctuations in the price, availability and quality of materials used in our products could have a material
adverse effect on our cost of goods sold and our ability to meet our customers’ demands.

Fluctuations in the price, availability and quality of raw materials used in our products could have a
material adverse effect on our cost of sales or our ability to meet our customers’ demands. We compete with
numerous entities for supplies of materials and manufacturing capacity. Raw materials are vulnerable to
adverse climate conditions, animal diseases and natural disasters that can affect the supply and price of raw
materials. We may not be able to pass on all or any portion of higher material prices to our customers.
Future increases in raw material prices could have an adverse effect on our results of operations.

Any raw material price increase or increase in costs related to the transport of our products (primarily
petroleum costs) could increase our cost of sales and decrease our profitability unless we are able to pass
higher prices on to our customers. In addition, if one or more of our competitors is able to reduce its
production costs by taking greater advantage of any reductions in raw material prices, favorable sourcing
agreements or new manufacturing technologies (which enable manufacturers to produce goods on a more
cost-effective basis) we may face pricing pressures from those competitors and may be forced to reduce our
prices or face a decline in net sales, either of which could have an adverse effect on our business, results of
operations or financial condition.

Our trademark and other intellectual property rights may not be adequately protected.

We believe that our trademarks and other proprietary rights are important to our success and our
competitive position. We may, however, experience conflict with various third parties who acquire or claim
ownership rights in certain trademarks. We cannot be sure that the actions we have taken to establish and
protect our trademarks and other proprietary rights will be adequate to prevent imitation of our products
by others or to prevent others from seeking to block sales of our products as a violation of the trademarks
and proprietary rights of others.

In the course of our attempts to expand into foreign markets, we may experience conflicts with various
third parties who have acquired ownership rights in certain trademarks, which would impede our use and
registration of some of our trademarks. Such conflicts are common and may arise from time to time as we
pursue international expansion, such as with the expansion of our Vilebrequin and G.H. Bass businesses. In
addition, the laws of certain foreign countries may not protect proprietary rights to the same extent as the
laws of the United States. Enforcing rights to our intellectual property may be difficult and expensive, and
we may not be successful in combating counterfeit products and stopping infringement of our intellectual
property rights, which could make it easier for competitors to capture market share. Furthermore, our
efforts to enforce our trademark and other intellectual property rights may be met with defenses,
counterclaims and countersuits attacking the validity and enforceability of our trademark and other
intellectual property rights. If we are unsuccessful in protecting and enforcing our intellectual property
rights, continued sales of such competing products by third parties could harm our brands and adversely
impact our business, financial condition and results of operations.

We are dependent upon foreign manufacturers.

We do not own or operate any manufacturing facilities. We also do not have long-term written
agreements with any of our manufacturers. As a result, any of these manufacturers may unilaterally

22

terminate its relationship with us at any time. Almost all of our products are imported from independent
foreign manufacturers. The failure of these manufacturers to meet required quality standards could damage
our relationships with our customers. In addition, the failure by these manufacturers to ship products to us
in a timely manner could cause us to miss the delivery date requirements of our customers. The failure to
make timely deliveries could cause customers to cancel orders, refuse to accept delivery of products or
demand reduced prices.

We are also dependent on these manufacturers for compliance with our policies and the policies of our
licensors and customers regarding labor practices employed by factories that manufacture product for us.
Any failure by these manufacturers to comply with required labor standards or any other divergence in their
labor or other practices from those generally considered ethical in the United States and the potential
negative publicity relating to any of these events, could result in a violation by us of our license agreements
and harm us and our reputation. In addition, a manufacturer’s failure to comply with safety or content
regulations and standards could result in substantial liability and harm to our reputation.

We are subject to the risks of doing business abroad.

Our arrangements with foreign manufacturers are subject to the usual risks of doing business abroad,
including currency fluctuations, political or labor instability and potential import restrictions, duties and
tariffs. We do not maintain insurance for the potential lost profits due to disruptions of our overseas
manufacturers. Because our products are produced abroad, primarily in China, political or economic
instability in China or elsewhere could cause substantial disruption in the business of our foreign
manufacturers. For example, in the past, the Chinese government has reduced tax rebates to factories for
the manufacture of textile and leather garments. The rebate reduction resulted in factories seeking to
recoup more of their costs from customers, resulting in higher prices for goods imported from China. This
tax rebate has been reinstated in certain instances. However, new or increased reductions in this rebate
would cause an increase in the cost of finished products from China which could materially adversely affect
our financial condition and results of operations.

Heightened terrorism security concerns could subject imported goods to additional, more frequent or
more thorough inspections. This could delay deliveries or increase costs, which could adversely impact our
results of operations. In addition, since we negotiate our purchase orders with foreign manufacturers in
United States dollars, the decline in value of the United States dollar against local currencies would
negatively impact our cost in dollars of product sourced from these manufacturers. We are not currently
engaged in any hedging activities to protect against currency risks. If there is downward pressure on the
value of the dollar, our purchase prices for our products could increase. We may not be able to offset an
increase in product costs with a price increase to our customers.

If we do not successfully upgrade, maintain and secure our information systems to support the needs of our
organization, this could have an adverse impact on the operation of our business.

We rely heavily on information systems to manage operations, including a full range of financial,
sourcing, retail and merchandising systems, and regularly make investments to upgrade, enhance or replace
these systems. The reliability and capacity of information systems is critical. Despite our preventative
efforts, our systems are vulnerable from time to time to damage or interruption from, among other things,
security breaches, computer viruses, power outages and other technical malfunctions. Any disruptions
affecting our information systems, or any delays or difficulties in transitioning to new systems or in
integrating them with current systems, could have a material adverse impact on the operation of our
business. In addition, our ability to continue to operate our business without significant interruption in the
event of a disaster or other disruption depends in part on the ability of our information systems to operate
in accordance with our disaster recovery and business continuity plans.

A data security or privacy breach could adversely affect our business.

The protection of customer, employee, and company data is critical to us. Customers have a high
expectation that we will adequately protect their personal information from cyberattack or other security
breaches. A significant breach of customer, employee, or company data could damage our reputation and
result in lost sales, fines, or lawsuits. Our business involves the receipt and storage of personal information

23

about customers and employees. The secure processing, maintenance and transmission of this information
is critical to our operations and business strategy. Despite our security measures, our information
technology and infrastructure may be vulnerable to attacks by hackers or breaches due to employee error,
malfeasance or other disruptions. Any such breach or attack could compromise our networks and the
information stored there could be accessed, publicly disclosed, lost or stolen. Because the methods used to
obtain unauthorized access change frequently and may not be immediately detected, we may be unable to
anticipate these methods or promptly implement preventative measures. Any such access, disclosure or
other loss of information could result in legal claims or proceedings, liability under laws that protect the
privacy of personal information, disrupt our operations and the services we provide to customers and
damage our reputation, which could adversely affect our business, revenues and competitive position.

Our use and handling of personally identifiable data is regulated at the international, federal and state
levels. The regulatory environment surrounding information security and privacy is increasingly demanding.
Privacy and information security laws and regulations change from time to time, and compliance with them
may result in cost increases due to necessary systems changes and the development of new processes. If we
fail to comply with these laws and regulations, we could be subjected to legal risk. We are also contractually
obligated to comply with certain industry standards regarding payment card information. Increasing costs
associated with information security, such as increased investment in technology, the cost of compliance
and costs resulting from consumer fraud could cause our business and results of operations to suffer
materially.

Risk Factors Relating to the Economy and the Apparel Industry

Recent and future economic conditions, including volatility in the financial and credit markets, may
adversely affect our business.

Economic conditions have affected, and in the future may adversely affect, the apparel industry and
our major customers. Economic conditions have, at times, led to a reduction in overall consumer spending,
which could have an adverse impact on sales of our products. A disruption in the ability of our significant
customers to access liquidity could cause serious disruptions or an overall deterioration of their businesses
which could lead to a significant reduction in their orders of our products and the inability or failure on
their part to meet their payment obligations to us, any of which could have a material adverse effect on our
results of operations and liquidity. A significant adverse change in a customer’s financial and/or credit
position could also require us to sell fewer products to that customer or to assume greater credit risk
relating to that customer’s receivables or could limit our ability to collect receivables related to previous
purchases by that customer. As a result, our reserves for doubtful accounts and write-offs of accounts
receivable may increase.

Our ability to continue to have the necessary liquidity to operate our business may be adversely impacted by
a number of factors, including uncertain conditions in the credit and financial markets which could limit the
availability and increase the cost of financing. A deterioration of our results of operations and cash flow
resulting from decreases in consumer spending, could, among other things, impact our ability to comply with
financial covenants in our existing credit facility.

Our historical sources of liquidity to fund ongoing cash requirements include cash flows from
operations, cash and cash equivalents, and borrowings through our credit agreement (which includes
revolving and trade letter of credit facilities). The sufficiency and availability of credit may be adversely
affected by a variety of factors, including, without limitation, the tightening of the credit markets, including
lending by financial institutions who are sources of credit for our borrowing and liquidity; an increase in
the cost of capital; the reduced availability of credit; our ability to execute our strategy; the level of our cash
flows, which will be impacted by retailer and consumer acceptance of our products and the level of
consumer discretionary spending; maintenance of financial covenants included in our credit agreement; and
interest rate fluctuations. We cannot be certain that any additional required financing, whether debt or
equity, will be available in amounts needed or on terms acceptable to us, if at all.

As of January 31, 2015, we were in compliance with the financial covenants in our credit agreement.
Compliance with these financial covenants is dependent on the results of our operations, which are subject
to a number of factors including current economic conditions. The economic environment has at times

24

resulted in lower consumer confidence and lower retail sales. Adverse developments in the economy could
lead to reduced consumer spending which could adversely impact our net sales and cash flow, which could
affect our compliance with our financial covenants. A violation of our covenants could limit access to our
credit facilities. Should such restrictions on our credit facilities and these factors occur, they could have a
material adverse effect on our business and results of operations.

The cyclical nature of the apparel industry and uncertainty over future economic prospects and consumer
spending could have a material adverse effect on our results of operations.

The apparel industry is cyclical. Purchases of outerwear, sportswear, swimwear, footwear and other
apparel tend to decline during recessionary periods and may decline for a variety of other reasons,
including changes in fashion trends and the introduction of new products or pricing changes by our
competitors. Uncertainties regarding future economic prospects may affect consumer-spending habits and
could have an adverse effect on our results of operations. Uncertainty with respect to consumer spending as
a result of weak economic conditions has, at times, caused our customers to delay the placing of initial
orders and to slow the pace of reorders during the seasonal peak of our business. Weak economic
conditions have had a material adverse effect on our results of operations at times in the past and could
have a material adverse effect on our results of operations in the future as well.

The competitive nature of our industry may result in lower prices for our products and decreased gross profit
margins.

The apparel business is highly competitive. We have numerous competitors with respect to the sale of
apparel, footwear and accessories, including distributors that import products from abroad and domestic
retailers with established foreign manufacturing capabilities. Many of our competitors have greater financial
and marketing resources and greater manufacturing capacity than we do. The general availability of
contract manufacturing capacity also allows ease of access by new market entrants. The competitive nature
of the apparel industry may result in lower prices for our products and decreased gross profit margins,
either of which may materially adversely affect our sales and profitability. Sales of our products are affected
by a number of competitive factors including style, price, quality, brand recognition and reputation,
product appeal and general fashion trends.

If major department, mass merchant and specialty store chains consolidate, close stores or cease to do
business, our business could be negatively affected.

We sell our products to major department, mass merchant and specialty store chains. Continued
consolidation in the retail industry, as well as store closing or retailers ceasing to do business, could
negatively impact our business. Consolidation could reduce the number of our customers and potential
customers. With increased consolidation in the retail industry, we are increasingly dependent on retailers
whose bargaining strength may increase and whose share of our business may grow. As a result, we may
face greater pressure from these customers to provide more favorable terms, including increased support of
their retail margins. As purchasing decisions become more centralized, the risks from consolidation
increase. A store group could decide to close stores, decrease the amount of product purchased from us,
modify the amount of floor space allocated to outerwear or other apparel in general or to our products
specifically or focus on promoting private label products or national brand products for which it has
exclusive rights rather than promoting our products. Customers are also concentrating purchases among a
narrowing group of vendors. These types of decisions by our key customers could adversely affect our
business.

A significant increase in fuel prices could adversely affect our results of operations.

Fuel prices have increased significantly at times during the past few years and continued at relatively
high levels during the first half of fiscal 2015. Fuel prices decreased significantly in the second half of fiscal
2015. Increased gasoline prices could adversely affect consumer spending, including discretionary spending
on apparel and accessories. In addition, higher fuel prices have in the past caused our operating expenses to
increase, particularly for freight. Any significant decrease in sales or increase in expenses as a result of
higher fuel prices could adversely affect our results of operations.

25

If new legislation restricting the importation or increasing the cost of textiles and apparel produced abroad
is enacted, our business could be adversely affected.

Legislation that would restrict the importation or increase the cost of textiles and apparel produced
abroad has been periodically introduced in Congress. The enactment of new legislation or international
trade regulation, or executive action affecting international textile or trade agreements, could adversely
affect our business. International trade agreements that can provide for tariffs and/or quotas can increase
the cost and limit the amount of product that can be imported.

China’s accession agreement for membership in the World Trade Organization provides that member
countries, including the United States, may impose safeguard quotas on specific products. We are unable to
assess the potential for future action by the United States government with respect to any product category
in the event that the quantity of imported apparel significantly disrupts the apparel market in the United
States. Future action by the United States in response to a disruption in its apparel markets could limit our
ability to import apparel and increase our costs.

The effects of war, acts of terrorism or natural disasters could adversely affect our business and results of
operations.

The continued threat of terrorism, heightened security measures and military action in response to acts
of terrorism or civil unrest has, at times, disrupted commerce and intensified concerns regarding the United
States economy. Any further acts of terrorism or new or extended hostilities may disrupt commerce and
undermine consumer confidence, which could negatively impact our sales and results of operations.
Similarly, the occurrence of one or more natural disasters, such as hurricanes, fires, floods or earthquakes
could result in the closure of one or more of our distribution centers, our corporate headquarters or a
significant number of stores or impact one or more of our key suppliers. In addition, these types of events
could result in increases in energy prices or a fuel shortage, the temporary or long-term disruption in the
supply of product, disruption in the transport of product from overseas, delay in the delivery of product to
our factories, our customers or our stores and disruption in our information and communication systems.
Accordingly, these types of events could have a material adverse effect on our business and our results of
operations.

Other Risks Relating to Ownership of Our Common Stock

Our Chairman, Chief Executive Officer and President may be in a position to control matters requiring a
stockholder vote.

As of March 1, 2015, Morris Goldfarb, our Chairman, Chief Executive Officer and President,
beneficially owned approximately 10.6% of our common stock. His significant role in our management and
his reputation in the apparel industry could make his support crucial to the approval of any major
transaction involving us. As a result, he may have the ability to control the outcome on matters requiring
stockholder approval including, but not limited to, the election of directors and any merger, consolidation
or sale of all or substantially all of our assets. He also may have the ability to control our management and
affairs.

The price of our common stock has fluctuated significantly and could continue to fluctuate significantly.

Between February 1, 2012 and March 27, 2015, the market price of our common stock has ranged
from a low of $21.84 to a high of $115.28 per share. The market price of our common stock may change
significantly in response to various factors and events beyond our control, including:

•

•

•

•

fluctuations in our quarterly revenues or those of our competitors as a result of seasonality or
other factors;

a shortfall in revenues or net income from that expected by securities analysts and investors;

changes in securities analysts’ estimates of our financial performance or the financial performance
of our competitors or companies in our industry generally;

announcements concerning our competitors;

26

•

•

•

changes in product pricing policies by our competitors or our customers;

general conditions in our industry; and

general conditions in the securities markets.

Our actual financial results might vary from our publicly disclosed financial forecasts.

From time to time, we publicly disclose financial forecasts. Our forecasts reflect numerous assumptions
concerning our expected performance, as well as other factors that are beyond our control and that might
not turn out to be correct. As a result, variations from our forecasts could be material. Our financial results
are subject to numerous risks and uncertainties, including those identified throughout this “Risk Factors”
section and elsewhere in this Annual Report and in the documents incorporated by reference in this Annual
Report. If our actual financial results are worse than our financial forecasts, the price of our common stock
may decline.

If our goodwill and other intangibles become impaired, we may be required to record charges to earnings.

As of January 31, 2015, we had goodwill and other intangibles in an aggregate amount of $138.5
million, or approximately 13% of our total assets and 18% of our stockholders’ equity. Under accounting
principles generally accepted in the United States, we review our goodwill and other indefinite life
intangibles for impairment annually during the fourth quarter of each fiscal year and when events or
changes in circumstances indicate the carrying value may not be recoverable. The carrying value of our
goodwill and other intangibles may not be recoverable due to factors such as reduced estimates of future
cash flows and profitability, slower growth rates in our industry or a decline in our stock price and market
capitalization. Estimates of future cash flows and profitability are based on an updated long-term financial
outlook of our operations. However, actual performance in the near-term or long-term could be materially
different from these forecasts, which could impact future estimates. A significant decline in our market
capitalization or deterioration in our projected results could result in an impairment of our goodwill and/or
other intangibles. We may be required to records a significant charge to earnings in our financial statements
during a period in which an impairment of our goodwill is determined to exist which would negatively
impact our results of operations and could negatively impact our stock price.

We are subject to significant corporate regulation as a public company and failure to comply with all
applicable regulations could subject us to liability or negatively affect our stock price.

As a publicly traded company, we are subject to a significant body of regulation, including the
Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010. While we have developed and instituted corporate compliance programs and continue to update our
programs in response to newly implemented or changing regulatory requirements, we cannot provide
assurance that we are or will be in compliance with all potentially applicable corporate regulations. If we
fail to comply with any of these regulations, we could be subject to a range of regulatory actions, fines or
other sanctions or litigation.

The internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act may
not prevent or detect misstatements because of certain of its limitations, including the possibility of human
error, the circumvention or overriding of controls, or fraud. As a result, even effective internal controls may
not provide reasonable assurances with respect to the preparation and presentation of financial statements.
We cannot provide assurance that, in the future, our management will not find a material weakness in
connection with its annual review of our internal control over financial reporting pursuant to Section 404 of
the Sarbanes-Oxley Act. We also cannot provide assurance that we could correct any such weakness to
allow our management to assess the effectiveness of our internal control over financial reporting as of the
end of our fiscal year in time to enable our independent registered public accounting firm to state that such
assessment will have been fairly stated in our Annual Report on Form 10-K or state that we have
maintained effective internal control over financial reporting as of the end of our fiscal year. Discovery and
disclosure of a material weakness in our internal control over financial reporting could have a material
impact on our financial statements and could cause our stock price to decline.

27

SEC conflict minerals disclosure rules are complex and compliance with the rules could be difficult.

We are subject to SEC disclosure obligations relating to our use of so-called “conflict minerals” such as
columbite-tantalite, cassiterite (tin), wolframite (tungsten) and gold. These minerals are present in a number
of our products. The disclosure obligations are complex, and there is little formal guidance with respect to
their application. Under the rules as adopted, our first report under these disclosure obligations was filed
with the SEC in May 2014 with respect to our activities during 2013. Unless a legal challenge to the validity
of these rules is upheld, this report is required to be filed on an annual basis by May of each year.

Although we expect to be able to file the required report on time if required to do so, the preparation
of our report is dependent upon the implementation and operation of our systems and processes and
information supplied by our suppliers of products that contain, or potentially contain, conflict minerals. To
the extent that the information that we receive from our suppliers is inaccurate or inadequate or our
processes in obtaining that information do not fulfill the SEC’s requirements, we could face both
reputational and SEC enforcement risks.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

We received a comment letter from the Securities and Exchange Commission Division of Corporate
Finance, dated January 28, 2014, with respect to our Annual Report on Form 10-K for the fiscal year ended
January 31, 2013. We submitted responses to the initial comment letter and to follow-up comments. As of
the date of this Report, we believe that the only comment that remains open relates to our segment
reporting. We will continue to cooperate with the SEC to resolve this remaining comment.

ITEM 2. PROPERTIES.

Our executive offices, sales showrooms and support staff are located at 512 Seventh Avenue in New
York City. Our leases at 512 Seventh Avenue expire on March 31, 2023 for almost all of our space in this
building, with a five-year renewal option. We currently lease approximately 173,000 square feet of office
and showroom space in this building. Our rent for our space at 512 Seventh Avenue is expected to be
approximately $7.3 million in fiscal 2016. We have a lease for an additional space of approximately 3,500
square feet in this building that expires in June 2017. The rent for this space is approximately $140,000 for
fiscal 2016.

During fiscal 2015, our lease for a 205,000 square foot warehouse and distribution facility in Secaucus,
New Jersey expired and we closed this facility. It was replaced by third party warehousing facilities and, to
some extent, by our distribution centers located in New Jersey.

We have a lease for a distribution center in Dayton, New Jersey through January 2025. This facility
contains approximately 305,000 square feet of space which is used by us for product distribution. The
aggregate annual rent for this facility is approximately $1.2 million for fiscal 2016.

We have a lease for a distribution center in Jamesburg, New Jersey, through December 31, 2020 with a
five year renewal option. The distribution center consists of approximately 583,000 square feet which we
utilize for the warehousing and distribution of our products. The aggregate annual rent for this facility is
approximately $2.2 million for fiscal 2016.

A majority of the finished goods for our licensed and non-licensed products segments is shipped to our
New Jersey warehouse and distribution facilities for final reshipment to customers. We also use third-party
warehouses to accommodate our finished goods storage and reshipment needs.

In connection with our retail operations, we have a lease in Brooklyn Park, Minnesota for an office,
warehouse and distribution facility of approximately 403,000 square feet through April 2022. The aggregate
annual rent for this facility is approximately $1.3 million for fiscal 2016.

As of January 31, 2015, we operated 423 leased store locations, of which 185 are Wilsons Leather retail
stores, 156 are G.H. Bass retail stores, 77 are Vilebrequin retail stores and 5 are Calvin Klein Performance
retail stores.

28

Most leases for retail stores in the United States require us to pay annual minimum rent plus a
contingent rent dependent on the store’s annual sales in excess of a specified threshold. In addition, the
leases generally require us to pay costs such as real estate taxes and common area maintenance costs. Retail
store leases are typically between 5 and 10 years in duration.

Our leases expire at varying dates through 2026. During fiscal 2015, we entered into 37 new store
leases, renewed 66 store leases and terminated or allowed to expire 9 store leases. Almost all of our stores,
other than certain Vilebrequin stores, are located in the United States. Vilebrequin has 51 stores located in
Europe, 21 stores located in the U.S. and 5 stores located in Asia.

The following table indicates the periods during which our retail leases expire.

Fiscal Year Ending January 31,

Number of
Stores

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

109

2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

71

49

41

153

423

ITEM 3. LEGAL PROCEEDINGS.

In the ordinary course of our business, we are subject to periodic claims, investigations and lawsuits.
Although we cannot predict with certainty the ultimate resolution of claims, investigations and lawsuits,
asserted against us, we do not believe that any currently pending legal proceeding or proceedings to which
we are a party will have a material adverse effect on our business, financial condition or results of
operations.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

29

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES.

Market For Common Stock

Our Common Stock is quoted on the NASDAQ Global Select Market under the trading symbol
“GIII”. The following table sets forth, for the fiscal periods shown, the high and low sales prices for our
Common Stock, as reported by NASDAQ.

High Prices

Low Prices

Fiscal 2014
Fiscal Quarter ended April 30, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 41.14

Fiscal Quarter ended July 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 52.56

Fiscal Quarter ended October 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . .

$ 59.23

Fiscal Quarter ended January 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . .

$ 74.88

Fiscal 2015
Fiscal Quarter ended April 30, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal Quarter ended July 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal Quarter ended October 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal Quarter ended January 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . .

$ 77.22
$ 84.28
$ 92.00
$103.18

$34.86

$39.55

$44.80

$53.42

$64.00
$68.45
$70.67
$76.85

Fiscal 2016
Fiscal Quarter ending April 30, 2015 (through March 27, 2015) . . . . . . . .

$115.28

$95.33

The last sales price of our Common Stock as reported by the NASDAQ Global Select Market on

March 27, 2015 was $111.78 per share.

On March 27, 2015, there were 28 holders of record and, we believe, approximately 34,000 beneficial

owners of our Common Stock.

Dividend Policy

Our Board of Directors currently intends to follow a policy of retaining any earnings to finance the
growth and development of our business and does not anticipate paying cash dividends in the foreseeable
future. Any future determination as to the payment of cash dividends will be dependent upon our financial
condition, results of operations and other factors deemed relevant by the Board. Our credit agreement
prohibited payments for cash dividends and the repurchase of our shares until February 2014, after which
such payments may be made subject to compliance with certain covenants. See “Management’s Discussion
and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in
Item 7 below and Note E to our Consolidated Financial Statements.

Performance Graph

The following Performance Graph and related information shall not be deemed to be “soliciting
material” or “filed” with the Securities and Exchange Commission, nor shall such information be
incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, each as amended, except to the extent that we specifically request that it be treated as soliciting
material or incorporate it by reference into such filing.

30

The Securities and Exchange Commission requires us to present a chart comparing the cumulative
total stockholder return on our Common Stock with the cumulative total stockholder return of (i) a broad
equity market index and (ii) a published industry index or peer group. This chart compares the Common
Stock with (i) the S&P 500 Composite Index and (ii) the S&P 500 Textiles, Apparel and Luxury Goods
Index, and assumes an investment of $100 on January 31, 2010 in each of the Common Stock, the stocks
comprising the S&P 500 Composite Index and the stocks comprising the S&P 500 Textiles, Apparel and
Luxury Goods Index.

G-III Apparel Group, Ltd.
Comparison of Cumulative Total Return
(January 31, 2010 — January 31, 2015)

31

 
ITEM 6. SELECTED FINANCIAL DATA.

The selected consolidated financial data set forth below as of and for the years ended January 31, 2011,
2012, 2013, 2014 and 2015, have been derived from our audited consolidated financial statements. Our
audited consolidated balance sheets as of January 31, 2011, 2012 and 2013, and our audited consolidated
statements of income for the years ended January 31, 2011 and 2012 are not included in this filing. The
selected consolidated financial data should be read in conjunction with “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” (Item 7 of this Report) and the audited
consolidated financial statements and related notes thereto included elsewhere in this Annual Report on
Form 10-K.

The operating results of G.H. Bass have been included in our financial results since November 4, 2013,

the date of acquisition.

The operating results of Vilebrequin have been included in our financial statements since August 7,
2012, the date of acquisition. Vilebrequin reports results on a calendar year basis rather than on the
January 31 fiscal year basis used by G-III. Accordingly, the results of Vilebrequin are and will be included
in our financial statements for the year ended or ending closest to G-III’s fiscal year. For example, for
G-III’s fiscal year ended January 31, 2015, Vilebrequin’s results are included for the year ended
December 31, 2014.

. . . . . . . . . . . . . . . . . . . . .
Net sales
Cost of goods sold . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . .
Selling, general and administrative

expenses . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . .
Operating profit
. . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . .
Equity loss in joint venture . . . . . . . . .
Interest and financing charges, net . . . .
Income before income taxes . . . . . . . .
Income tax expense . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . .
Loss attributable to noncontrolling

interest . . . . . . . . . . . . . . . . . . . . .
Net income attributable to G-III . . . . .
Basic earnings per share . . . . . . . . . . .
Weighted average shares outstanding —
basic . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per share . . . . . . . . .
Weighted average shares outstanding —
diluted . . . . . . . . . . . . . . . . . . . . .

Consolidated Income Statement Data
Year Ended January 31,
2013
$1,399,719
948,392
451,327

2012
$1,231,201
860,485
370,716

2014
$1,718,231
1,133,222
585,009

440,506
13,676
130,827
—
—
(8,599)
122,228
45,826
76,402

341,242
9,907
100,178
—
(719)
(7,454)
92,005
35,436
56,569

277,019
7,473
86,224
—
(1,271)
(5,713)
79,240
29,620
49,620

2015
$2,116,855
1,359,596
757,259

571,990
20,374
164,895
11,488
—
(7,942)
168,441
59,450
108,991

2011
$1,063,404
712,359
351,045

248,380
5,733
96,932
—
—
(4,027)
92,905
36,223
56,682

1,370
$ 110,361
5.10
$

21,649
4.97

$

$
$

$

958
77,360
3.81

20,323
3.71

$
$

$

306
56,875
2.84

20,006
2.80

$
$

$

—
49,620
2.51

19,796
2.46

$
$

$

—
56,682
2.96

19,175
2.88

22,212

20,864

20,280

20,192

19,705

Working capital . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term debt . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . .

2015
$ 557,703
1,046,718
—
—
761,258

32

Consolidated Balance Sheet Data
As of January 31,
2013
$283,369
717,772
65,000
19,778
429,240

2014
$344,964
830,897
48,843
20,560
521,996

2012
$288,259
546,103
30,050
—
357,972

2011
$239,494
447,921
—
—
303,494

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATION.

Unless the context otherwise requires, “G-III”, “us”, “we” and “our” refer to G-III Apparel Group,
Ltd. and its subsidiaries. References to fiscal years refer to the year ended or ending on January 31 of that
year. For example, our fiscal year ended January 31, 2015 is referred to as “fiscal 2015.”

The following presentation of management’s discussion and analysis of our consolidated financial
condition and results of operations should be read in conjunction with our financial statements, the
accompanying notes and other financial information appearing elsewhere in this Report.

Overview

G-III designs, manufactures and markets an extensive range of apparel, including outerwear, dresses,
sportswear, swimwear, women’s suits and women’s performance wear, as well as footwear, luggage and
women’s handbags, small leather goods and cold weather accessories. We sell our products under our own
proprietary brands, which include Vilebrequin, G.H. Bass, Bass, Andrew Marc and Marc New York,
licensed brands and private retail labels. As of January 31, 2015, G-III operated 185 Wilsons Leather stores
and 156 G.H. Bass stores, as well as 5 Calvin Klein Performance stores. In addition, as of January 31, 2015
Vilebrequin products were distributed through 77 Company’s owned stores and 23 franchise partners, as
well as through select wholesale distribution.

While our products are sold at a variety of price points through a broad mix of retail partners and our
own stores, a majority of our sales are concentrated with our ten largest customers. Sales to our ten largest
customers comprised 63.7% of our net sales in fiscal 2013, 61.3% of our net sales in 2014 and 58.4% of our
net sales in fiscal 2015.

We operate in fashion markets that are intensely competitive. Our ability to continuously evaluate and
respond to changing consumer demands and tastes, across multiple market segments, distribution channels
and geographic areas is critical to our success. Although our portfolio of brands is aimed at diversifying our
risks in this regard, misjudging shifts in consumer preferences could have a negative effect on our business.
Our success in the future will depend on our ability to design products that are accepted in the marketplace,
source the manufacture of our products on a competitive basis, and continue to diversify our product
portfolio and the markets we serve.

We have three reportable segments: licensed products, non-licensed products and retail operations. The
licensed products segment includes sales of products under brands licensed by us from third parties. The
non-licensed products segment includes sales of products under our own brands and under private label
brands. The retail operations segment consists primarily of the operations of our Wilsons Leather and G.H.
Bass stores, as well as a limited number of Calvin Klein Performance stores.

In June 2014, we sold 1,725,000 shares of our common stock, for net proceeds of $128.7 million from
the offering after payment of underwriting discounts and expenses of the offering. The net proceeds are
currently being used for general corporate purposes.

We have expanded our portfolio of proprietary and licensed brands through acquisitions and by
entering into license agreements for new brands or for additional products under previously licensed brands.
Our acquisitions have helped to broaden our product offerings, expand our ability to serve different tiers of
distribution and add a retail component to our business. Acquisitions are part of our strategy to expand
our product offerings and increase the portfolio of proprietary and licensed brands that we offer through
different tiers of retail distribution.

The G.H. Bass business acquired in November 2013 added a well-known heritage brand that developed
the iconic original penny loafer (known as “Weejuns”). We sell G.H. Bass footwear, apparel and accessories
primarily through G.H. Bass outlet stores located in the United States. This acquisition doubled the size of
our retail footprint and is expected to enable us to leverage our Wilsons infrastructure to operate our Bass
stores. G.H. Bass licenses the brand for wholesale distribution of men’s and women’s footwear and men’s
sportswear. In addition, in March 2015, we entered into a license agreement with Genesco to design,
distribute, and market G.H. Bass men’s, women’s and children’s footwear in the United States and Canada.

33

The line will be shown to customers this summer with first shipments expected for the Spring 2016 season.
We also intend to use our in-house expertise to produce certain key categories for Bass, including our
planned launch of Bass women’s apparel for delivery in Fall 2015.

The Vilebrequin business acquired in August 2012 provides us with a premier brand selling status
products worldwide. Vilebrequin is a well-known brand and we expect to add more company owned and
franchised retail locations and increase our wholesale distribution throughout the world, as well as develop
the business beyond its heritage in men’s swimwear, resort wear and related accessories. We have introduced
sandals, as well as an improved collection of women’s swimwear and resort wear under the Vilebrequin
brand.

The sale of licensed products is a key element of our business strategy and we have continually
expanded our offerings of licensed products over the past 20 years. Sales of licensed products accounted for
57.6% of our net sales in fiscal 2015, 64.1% of our net sales in fiscal 2014 and 67.3% of our net sales in fiscal
2013.

Our most significant licensor is Calvin Klein with whom we have ten different license agreements. We
have also entered into distribution agreements with respect to Calvin Klein luggage in a limited number of
countries in Asia, Europe and North America.

Since April 1, 2012, we have operated under an expanded five year license agreement with the National
Football League to manufacture and market men’s and women’s outerwear, sportswear, and swimwear
products in the United States under a variety of NFL trademarks. In December 2012, we entered into a
license agreement covering a broad range of women’s apparel under the Ivanka Trump brand. We began
shipping Ivanka Trump apparel in the third quarter of fiscal 2014. In April 2013, we entered into a license
agreement for men’s and women’s swimwear under the Calvin Klein brand. This license agreement became
effective as of December 1, 2013 and we began shipping swimwear under this agreement for the Spring 2014
season. In November 2013, we expanded our relationship with Tommy Hilfiger by adding a license for
women’s outerwear, our third license for this brand. We launched Tommy Hilfiger women’s outerwear in the
Fall 2014 season.

We believe that consumers prefer to buy brands they know and we have continually sought licenses that
would increase the portfolio of name brands we can offer through different tiers of retail distribution, for a
wide array of products and at a variety of price points. We believe that brand owners will look to
consolidate the number of licensees they engage to develop product and they will seek licensees with a
successful track record of expanding brands into new categories. It is our objective to continue to expand
our product offerings and we are continually discussing new licensing opportunities with brand owners.

Our retail operations segment consists primarily of our Wilsons Leather and G.H. Bass retail stores,
substantially all of which are operated as outlet stores. As of January 31, 2015, we operated 185 Wilsons
Leather stores, 156 G.H. Bass stores, 5 Calvin Klein performance stores. We expect to add approximately 18
new stores in fiscal 2016.

We have a license agreement granting us the retail rights to distribute and market Calvin Klein women’s
performance apparel in the United States. In September 2014, we entered into agreements that terminated
our rights to operate Calvin Klein Performance Stores in Asia, which included the sale to the licensor, PVH
Corp, of G-T (International) Fashion Company Limited, a joint venture that operated Calvin Klein
Performance stores in China. We sold our 51% interest in this joint venture in that transaction.

Trends

Significant

in manufacturing and
transportation costs, the continued consolidation of retail chains and the desire on the part of retailers to
consolidate vendors supplying them.

industry include increases

the apparel

that affect

trends

Retailers are seeking to expand the differentiation of their offerings by devoting more resources to the
development of exclusive products, whether by focusing on their own private label products or on products
produced exclusively for a retailer by a national brand manufacturer. Retailers are placing more emphasis
on building strong images for their private label and exclusive merchandise. Exclusive brands are only made
available to a specific retailer, and thus customers loyal to their brands can only find them in the stores of
that retailer.

34

A number of retailers are experiencing financial difficulties, which in some cases has resulted in
bankruptcies, liquidations and/or store closings. The financial difficulties of a retail customer of ours could
result in reduced business with that customer. We may also assume higher credit risk relating to receivables
of a retail customer experiencing financial difficulty that could result in higher reserves for doubtful
accounts or increased write-offs of accounts receivable. We attempt to lower credit risk from our customers
by closely monitoring accounts receivable balances and shipping levels, as well as the ongoing financial
performance and credit standing of customers.

Sales of apparel over the Internet continue to increase. We are addressing the increase in online

shopping by developing additional marketing initiatives over the Internet, our web sites and social media.

We have attempted to respond to trends in our industry by continuing to focus on selling products with
recognized brand equity, by attention to design, quality and value and by improving our sourcing
capabilities. We have also responded with the strategic acquisitions made by us and new license agreements
entered into by us that have added additional licensed and proprietary brands and helped diversify our
business by adding new product lines, additional distribution channels and a retail component to our
business. We believe that our broad distribution capabilities help us to respond to the various shifts by
consumers between distribution channels and that our operational capabilities will enable us to continue to
be a vendor of choice for our retail partners.

Use of Estimates and Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and revenues and expenses during the reporting period.
Significant accounting policies employed by us, including the use of estimates, are presented in the notes to
our consolidated financial statements.

Critical accounting policies are those that are most important to the portrayal of our financial
condition and our results of operations, and require management’s most difficult, subjective and complex
judgments, as a result of the need to make estimates about the effect of matters that are inherently
uncertain. Our most critical accounting estimates, discussed below, pertain to revenue recognition, accounts
receivable, inventories, income taxes, goodwill and intangible assets and equity awards. In determining these
estimates, management must use amounts that are based upon its informed judgments and best estimates.
We continually evaluate our estimates, including those related to customer allowances and discounts,
product returns, bad debts and inventories, and carrying values of intangible assets. We base our estimates
on historical experience and on various other assumptions that we believe are reasonable under the
circumstances. The results of these estimates form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions and conditions.

Revenue Recognition

Goods are shipped to retailers in accordance with specific customer orders. We recognize wholesale
sales when the risks and rewards of ownership have transferred to the customer, determined by us to be
when title to the merchandise passes to the customer.

In addition, we act as an agent in brokering sales between customers and overseas factories. On these
transactions, we also recognize commission fee income on sales that are financed by and shipped directly to
our customers. Title to goods shipped by overseas vendors, transfers to customers when the goods have
been delivered to the customer.

Net sales take into account reserves for returns and allowances. We estimate the amount of reserves
and allowances based on current and historical information and trends. Sales are reported net of returns,
discounts and allowances. Discounts, allowances and estimates of future returns are recognized when the
related revenues are recognized. We recognize commission income upon the completion of the delivery by
our vendors to the customer. We recognize retail sales upon customer receipt of our merchandise, generally
at the point of sale. Our retail sales are recorded net of applicable sales tax.

35

Accounts Receivable

In the normal course of business, we extend credit to our wholesale customers based on pre-defined
credit criteria. Accounts receivable, as shown on our consolidated balance sheet, are net of allowances and
anticipated discounts. In circumstances where we are aware of a specific customer’s inability to meet its
financial obligation (such as in the case of bankruptcy filings, extensive delay in payment or substantial
downgrading by credit sources), a specific reserve for bad debts is recorded against amounts due to reduce
the net recognized receivable to the amount reasonably expected to be collected. For all other wholesale
customers, an allowance for doubtful accounts is determined through analysis of the aging of accounts
receivable at the date of the financial statements, assessments of collectability based on historical trends and
an evaluation of the impact of economic conditions.

An allowance for discounts is based on reviews of open invoices where concessions have been extended
to customers. Costs associated with allowable deductions for customer advertising expenses are charged to
advertising expenses in the selling, general and administrative section of our consolidated statements of
income. Costs associated with markdowns and other operational charge backs, net of historical recoveries,
are included as a reduction of net sales. All of these are part of the allowances included in accounts
receivable. We reserve against known charge backs, as well as for an estimate of potential future deductions
by customers. These provisions result from seasonal negotiations with our customers as well as historical
deduction trends, net of historical recoveries and the evaluation of current market conditions.

Inventories

Wholesale inventories are stated at lower of cost (determined by the first-in, first-out method) or
market, which comprises a significant portion of our inventory. Retail inventories are valued at the lower of
cost or market as determined by the retail inventory method. Vilebrequin inventories are stated at the lower
of cost (determined by the weighted average method) or market.

We continually evaluate the composition of our inventories, assessing slow-turning, ongoing product as
well as fashion product from prior seasons. The market value of distressed inventory is based on historical
sales trends of our individual product lines, the impact of market trends and economic conditions, expected
permanent retail markdowns and the value of current orders for this type of inventory. A provision is
recorded to reduce the cost of inventories to the estimated net realizable values, if required.

Income Taxes

As part of the process of preparing our consolidated financial statements, we are required to estimate
our income taxes in each of the jurisdictions in which we operate. This process involves estimating our
actual current tax expense, together with assessing temporary differences resulting from differing treatment
of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities,
which are included within our consolidated balance sheet.

Goodwill and Intangible Assets

ASC 350 requires that goodwill and intangible assets with an indefinite life be tested for impairment at
least annually and are required to be written down when impaired. We perform our test in the fourth fiscal
quarter of each year, or more frequently, if events or changes in circumstances indicate the carrying amount
of such assets may be impaired. Goodwill and intangible assets with an indefinite life are tested for
impairment by comparing the fair value of the reporting unit with its carrying value. Fair value is generally
determined using discounted cash flows, market multiples and market capitalization. Significant estimates
used in the fair value methodologies include estimates of future cash flows, future short-term and long-term
growth rates, weighted average cost of capital and estimates of market multiples of the reportable unit. If
these estimates or their related assumptions change in the future, we may be required to record impairment
charges for our goodwill and intangible assets with an indefinite life.

The process of evaluating the potential impairment of goodwill is subjective and requires significant
judgment at many points during the analysis. In estimating the fair value of a reporting unit for the
purposes of our annual or periodic analyses, we make estimates and judgments about the future cash flows
of that reporting unit. Although our cash flow forecasts are based on assumptions that are consistent with

36

our plans and estimates we are using to manage the underlying businesses, there is significant exercise of
judgment involved in determining the cash flows attributable to a reporting unit over its estimated
remaining useful
life. In addition, we make certain judgments about allocating shared assets to the
estimated balance sheets of our reporting units. We also consider our and our competitor’s market
capitalization on the date we perform the analysis. Changes in judgment on these assumptions and estimates
could result in a goodwill impairment charge.

We have allocated the purchase price of the companies we acquired to the tangible and intangible
assets acquired and liabilities we assumed, based on their estimated fair values. These valuations require
management to make significant estimations and assumptions, especially with respect to intangible assets.

The fair values assigned to the Vilebrequin identifiable intangible assets acquired were based on
assumptions and estimates made by management using unobservable inputs reflecting our own assumptions
about the inputs that market participants would use in pricing the asset or liability based on the best
information available. Identifiable intangible assets acquired as a result of our acquisition of Vilebrequin
include trademarks valued at $58.7 million with an indefinite life, franchise agreements valued at $7.5
million with an estimated useful life of 14 years and customer relationships valued at $2.6 million with an
estimated useful life of 8 years. The goodwill of $26.8 million in connection with our acquisition of
Vilebrequin represents the future economic benefits expected to arise that could not be individually
including use of our existing infrastructure to expand sales of
identified and separately recognized,
Vilebrequin products.

In accordance with ASC 350, in the first step of our review, we compared the fair value of the
Vilebrequin reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying
value, goodwill is not impaired and no further testing is required. On January 31, 2015, we noted that the
fair value of the Vilebrequin reporting unit exceeded its carrying value by approximately 35.2%. We
estimated the fair value of the reporting unit using a weighting of fair values derived most significantly
from the income approach and, to a lesser extent, from the market approach. Under the income approach,
we calculated the fair value of the reporting unit based on the present value of estimated future cash flows.
Cash flows projections are based on management’s estimates of revenue growth rates and earnings before
interest and taxes, taking into consideration industry and market conditions. The assumptions used for the
impairment analysis were developed by management of the reporting unit based on industry projections for
the countries in which the reporting unit operates, as well as specific facts relating to the reporting unit. If
the reporting unit were to experience sales declines in the U.S. market or be exposed to enhanced and
sustained pricing and volume pressures in its international markets, there would be an increased risk of
impairment of goodwill for the reporting unit.

Critical estimates in valuing intangible assets include future expected cash flows from license
agreements, trade names and customer relationships. In addition, other factors considered are the brand
awareness and market position of the products sold by the acquired companies and assumptions about the
period of
time the brand will continue to be used in the combined company’s product portfolio.
Management’s estimates of fair value are based on assumptions believed to be reasonable, but which are
inherently uncertain and unpredictable.

If we did not appropriately allocate these components or we incorrectly estimate the useful lives of
these components, our computation of amortization expense may not appropriately reflect the actual
impact of these costs over future periods, which may affect our results of operations.

Trademarks having finite lives are amortized over their estimated useful lives and measured for

impairment when events or circumstances indicate that the carrying value may be impaired.

Equity Awards

All share-based payments to employees, including grants of restricted stock units and employee stock
options, are recognized in the consolidated financial statements as compensation expense over the service
period (generally the vesting period) based on their fair values. Restricted stock units that do not have a
market performance condition are valued based on the quoted market price on date of grant. Restricted
stock units with a market performance condition are valued using a valuation expert. Stock options are
valued using the Black-Scholes option pricing model. The Black-Scholes model requires subjective

37

assumptions regarding dividend yields, expected volatility, expected life of options and risk-free interest
rates. These assumptions reflect management’s best estimates. Changes in these inputs and assumptions can
materially affect the estimate of fair value and the amount of our compensation expenses for stock options.

Results of Operations

The following table sets forth selected operating data as a percentage of our net sales for the fiscal years

indicated below:

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100.0%

100.0%

100.0%

2015

2014

2013

Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gross profit

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Selling, general and administrative expenses . . . . . . . . . . . . .

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . .

Operating profit

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Equity loss in joint venture . . . . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

64.2

35.8

27.0

1.0

7.8
—*
0.5

66.0

34.0

25.6

0.8

7.6
—*
—

Interest and financing charges, net . . . . . . . . . . . . . . . . . . . .

(0.4)

(0.5)

Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . .
Add: loss attributable to noncontrolling interest

7.9
2.8

5.1
0.1

7.1
2.7

4.4
0.1

67.8

32.2

24.4

0.6

7.2
(0.1)

—

(0.6)

6.5
2.5

4.0
0.1

Net income attributable to G-III . . . . . . . . . . . . . . . . . . . . .

5.2%

4.5%

4.1%

*

amount was less than 1% of net sales

Year ended January 31, 2015 (“fiscal 2015”) compared to year ended January 31, 2014 (“fiscal 2014”)

Net sales for fiscal 2015 increased to $2.1 billion from $1.7 billion in the prior year. Net sales of
licensed products increased to $1.3 billion from $1.1 billion primarily as a result of an increase of $79.2
million in net sales of Calvin Klein licensed products, with the largest increases occurring in women’s
sportswear, women’s outerwear, women’s performance wear and dresses. The increase in net sales of licensed
products is also due to an increase of (i) $16.3 million in net sales of Tommy Hilfiger licensed products as a
result of an increase in net sales of men’s outerwear and the addition of women’s outerwear, (ii) $16.1
million in net sales of our Ivanka Trump licensed product lines which were sold for a full year in fiscal 2015
compared to only half the year in fiscal 2014, (iii) $13.1 million in net sales of our Guess licensed product
lines and (iv) $11.9 million in net sales of Cole Haan men’s and women’s outerwear. Net sales of
non-licensed products in fiscal 2015 were $452.6 million compared to $342.7 million in the prior year. The
increase in net sales of non-licensed products is primarily the result of an increase in net sales of private
label products. Net sales of our retail operations increased to $499.3 million in fiscal 2015 from $298.0
million in the prior year, primarily due to the net sales of $171.8 million of the G.H. Bass retail business
that was acquired in November 2013. In addition Wilsons had increased sales as a result of a same store
sales increase of 3.9% compared to the prior year and the operation of new stores.

Gross profit increased to $757.3 million, or 35.8% of net sales for fiscal 2015, from $585.0 million, or
34.0% of net sales, in the prior year. The gross profit percentage in our licensed products segment was
28.7% for fiscal 2015 compared to 28.4% in the prior year. The gross profit percentage in our non-licensed
products segment was 34.2% in fiscal 2015 compared to 32.8% in the prior year. This increase was primarily
attributable to improved gross margins in our Jessica Howard, Eliza J and Andrew Marc product lines,
offset, in part, by the private label division which operates at a lower gross margin percentage than the
segment’s average. The gross profit percentage for our retail operations segment was 46.4% for fiscal 2015
compared to 49.5% for the prior year. This decrease in gross profit percentage is primarily due to our new
G.H. Bass business that operated at a lower gross profit percentage compared to the rest of our retail
operations segment.

38

Selling, general and administrative expenses increased to $572.0 million, or 27.0% of net sales, in fiscal
2015 from $440.5 million, or 25.6% of net sales, in the prior year. This increase is primarily due to the
additional $81.4 million in selling, general and administrative expenses resulting from the G.H. Bass
business that was acquired in November 2013. The remainder of the increase is a result of increases in
personnel costs ($29.0 million) and facility costs ($17.4 million). Personnel costs increased primarily due to
increases in personnel to staff additional retail stores, an increase in headcount related to the expansion of
certain product lines and increases in bonus accruals as a result of increased profitability. Facility costs
increased as a result of rent expense incurred for additional retail store leases opened since the prior year. In
addition, our existing distribution centers are operating at capacity and, as a result, we utilized third party
facilities to satisfy the increased shipping volume related to increased domestic sales.

Depreciation and amortization increased to $20.4 million in fiscal 2015 from $13.7 million in the prior
year. These expenses increased as a result of depreciation and amortization associated with department
store fixturing programs for some of our licensed divisions, the opening of additional retail stores and with
respect to the G.H. Bass business acquired at the beginning of the fourth quarter in fiscal 2014.

Other income was $11.5 million in fiscal 2015. The other income recognized during the year relates to a
$4.2 million gain with respect to the revised estimated contingent consideration payable in connection with
the acquisition of Vilebrequin, $3.5 million received as compensation for the early termination of the right
to operate Calvin Klein Performance stores in Japan, Taiwan and Singapore, a $1.9 million gain from the
sale of our interest in a joint venture that operated Calvin Klein Performance stores in China and a $1.9
million gain related to the repurchase, at a discount, of the unsecured promissory notes issued as part of the
consideration for the acquisition of Vilebrequin.

Interest and financing charges, net, for fiscal 2015 were $7.9 million compared to $8.6 million last year.
Interest expense decreased due to lower average borrowings mainly resulting from the application of the
proceeds of our public offering in June 2014.

Income tax expense for fiscal 2015 was $59.5 million compared to $45.8 million for the prior year. The
increase in income tax expense is related to higher pretax income in the current year. Our effective tax rate
was 35.3% in the current year compared to 37.5% in the prior year. The effective tax rate is lower primarily
due to the tax treatment of certain other income items realized in the fiscal year.

Year ended January 31, 2014 (“fiscal 2014”) compared to year ended January 31, 2013 (“fiscal 2013”)

Net sales for fiscal 2014 increased to $1.7 billion from $1.4 billion in the prior year. Net sales of
licensed products increased to $1.1 billion from $981.8 million primarily as a result of an increase of $136.4
million in net sales of Calvin Klein licensed products, with the largest increases occurring in our Calvin
Klein women’s sportswear, women’s suits, handbag and women’s performance wear categories. Net sales of
non-licensed products in fiscal 2014 increased to $342.7 million from $281.9 million in the prior year
primarily due to an increase of $45.4 million in net sales from our Vilebrequin business as a result of
including a full year of net sales in the current year compared to less than five months in the prior year, as
well as from new Vilebrequin stores opened during the year. Net sales of our retail operations increased to
$298.0 million for fiscal 2014 from $196.2 million in the prior year as a result of $61.5 million in net sales by
our new G.H. Bass business, an increase in the number of Wilsons Leather stores and a comparative store
sales increase of 10.7% for our Wilsons business.

Gross profit increased to $585.0 million, or 34.0% of net sales, for fiscal 2014, from $451.6 million, or
32.3% of net sales, in the prior year. The gross profit percentage for our licensed products segment was
28.4% in fiscal 2014 compared to 28.4% in the prior year. The gross profit percentage in our non-licensed
products segment increased to 32.8% in fiscal 2014 from 27.8% in the prior year. This increase in gross
profit percentage is primarily attributable to our Vilebrequin business which we owned for the full fiscal
2014 year and operates at a higher gross margin than our other non-licensed businesses. The gross profit
percentage for our retail operations segment increased to 49.5% in fiscal 2014 from 47.8% in the prior year.
Gross profit percentage for the retail operations segment was positively impacted by less promotional
activity and a higher margin product mix.

Selling, general and administrative expenses increased to $440.5 million, or 25.6% of net sales, in fiscal
2014 from $341.2 million, or 24.4% of net sales, in the prior year. This increase is primarily a result of

39

increases in personnel costs ($49.6 million), facility costs ($23.0 million) and advertising and promotion
expenses ($8.4 million). Personnel costs increased primarily as a result of our recently acquired G.H. Bass
business, our Vilebrequin business, which we owned for a full year in fiscal 2014 compared to less than five
months in the prior year, an increase in compensation based on profitability and an increase in personnel to
staff additional retail stores. Facility costs increased primarily as a result of the acquired G.H. Bass stores,
rent expense associated with our Vilebrequin business, as well as rent for additional Wilsons Leather retail
stores. Advertising costs increased because net sales of licensed products increased. We typically pay an
advertising fee and are required to participate in customer cooperative advertising under many of our
license agreements based on a percentage of net sales of licensed products.

Depreciation and amortization increased to $13.7 million in fiscal 2014 from $9.9 million in the prior
year primarily as a result of the Vilebrequin business being included for the full year in the current year
compared to less than five months in the prior year.

Interest and financing charges, net, for fiscal 2014 were $8.6 million compared to $7.5 million last year.
Our interest and financing charges increased primarily due to higher bank fees charged with respect to our
credit agreement entered into in August 2012, higher credit card fees and interest charged on the promissory
notes issued in connection with the acquisition of Vilebrequin.

Income tax expense for fiscal 2014 was $45.8 million compared to $35.4 million for the prior year. The
effective tax rate for fiscal 2014 was 37.5% compared to 38.5% in the prior year. Income tax expense
increased as a result of higher net income in the current year and the effective tax rate was lower primarily
due to an increase in foreign operations that are in lower tax jurisdictions.

Liquidity and Capital Resources

Our primary operating cash requirements are to fund our seasonal buildup in inventories and accounts
receivable, primarily during the second and third fiscal quarters each year. Due to the seasonality of our
business, we generally reach our peak borrowings under our asset-based credit facility during our third
fiscal quarter. The primary sources to meet our operating cash requirements have been borrowings under
this credit facility, cash generated from operations and, more recently, the sale of our common stock. As of
January 31, 2015, we had no outstanding debt and cash on hand of $128.4 million in large part due to the
application of proceeds from our June 2014 public offering of our common stock, as well as the cash flow
generated from our operations. At January 31, 2014, our total debt, net of cash on hand, was $47.3 million.

Public Offering

In June 2014, we sold 1,725,000 shares of our common stock, including 225,000 shares sold pursuant
to the exercise in full of the underwriters’ option to purchase additional shares, at a public offering price of
$77.63 per share. We received net proceeds of $128.7 million from this offering after payment of the
underwriting discount and expenses of the offering. The net proceeds are being used for general corporate
purposes.

Acquisition of G.H. Bass

In November 2013, we acquired substantially all of the assets of the G.H. Bass & Co. business, a
well-known heritage brand that sells footwear, apparel and accessories, including approximately 160 G.H.
Bass & Co. outlet stores, for a total purchase price of $49.2 million, paid in cash.

Acquisition of Vilebrequin

In August 2012, we acquired Vilebrequin, a premier provider of status swimwear, resort wear and
related accessories, for a total purchase price of €85.5 million (approximately $106.2 million) of which €70.5
million (approximately $87.6 million) was paid in cash and €15 million (approximately $18.6 million) was
paid by delivery of unsecured promissory notes, due December 31, 2017, with interest payable at the rate of
5% per year. In October 2014, we purchased the unsecured promissory notes for €13.5 million
(approximately $16.8 million based on the exchange rate on the date of purchase), representing
approximately a 10% discount on the outstanding principal amount of the notes. In addition to the
purchase price, the purchase agreement provides for up to an additional €22.5 million (approximately $27.9

40

million) of contingent future payments based upon achieving certain performance objectives related to
growth of the Vilebrequin business over the three years ending December 31, 2015. Except as specifically
noted, the dollar equivalents to the amounts in Euro set forth above in this paragraph are based on the
exchange rate at the time of the acquisition (EUR equal to USD$1.242). Based upon Vilebrequin’s most
recent forecast and the related discounted cash flows, we currently estimate that the fair value of the
contingent consideration payable is €0.8 million (approximately $1.0 million using the exchange rate as of
December 31, 2014, the end of Vilebrequin’s current reporting period.)

Credit Agreement

We have a five year senior secured credit facility with JPMorgan Chase Bank, N.A., as Administrative
Agent for a group of lenders, providing for borrowings in the aggregate principal amount of up to $450
million through August 2017. Amounts available under the credit agreement are subject to borrowing base
formulas and over advances as specified in the credit agreement. Borrowings bear interest, at our option, at
LIBOR plus a margin of 1.5% to 2.0% or prime plus a margin of 0.5% to 1.0%, with the applicable margin
determined based on availability under the credit agreement. The credit agreement required us to maintain
a minimum fixed charge coverage ratio, as defined, under certain circumstances and prohibited payments
for cash dividends and stock redemptions until February 2014, after which such payments may be made
subject to compliance with certain covenants. As of January 31, 2015, we were in compliance with these
covenants.

The credit agreement is secured by all of the assets of G-III Apparel Group, Ltd. and its subsidiaries,
G-III Leather Fashions, Inc., Riviera Sun, Inc., CK Outerwear, LLC, Andrew & Suzanne Company, Inc.,
AM Retail Group, Inc., G-III Apparel Canada ULC, G-III License Company, LLC and AM Apparel
Holdings, Inc.

The amounts we borrow vary based on our seasonal requirements. The maximum amount outstanding,
including open letters of credit, under our credit agreement was approximately $217.0 million in fiscal 2015,
approximately $275.9 million in fiscal 2014 and approximately $325.0 million in fiscal 2013. At January 31,
2015, we did not have any borrowings outstanding as compared to $48.8 million at January 31, 2014. Our
contingent liability under open letters of credit was approximately $8.0 million at January 31, 2015 and $9.2
million at January 31, 2014.

Share Repurchase Program

In September 2011, our board of directors authorized a program to repurchase up to two million
shares of our common stock. The timing and actual number of shares repurchased will depend upon a
number of factors, including market conditions and prevailing stock prices. Share repurchases may take
place on the open market, in privately negotiated transactions or by other means, and would be made in
accordance with applicable securities laws. Our credit agreement prohibited the repurchase of shares until
February 2014, after which repurchases can be made subject to compliance with certain covenants.

Cash from Operating Activities

At January 31, 2015, we had cash and cash equivalents of $128.4 million. We generated $81.6 million
of cash from operating activities in fiscal 2015, primarily as a result of our net income of $109.0 million, an
increase in accounts payable and accrued expenses of $67.1 million and non-cash charges of $20.4 million
for depreciation and amortization and $12.2 million for equity based compensation, offset, in part, by an
increase of $69.8 million in inventories and $40.5 million in accounts receivable.

Our accounts payables and accrued expenses increased as a result of an increase in our working capital
needs, as we expanded our business between fiscal 2014 and fiscal 2015. The increase in inventories was
mainly driven by G.H. Bass as its inventory was being replenished during the transition period following
our acquisition of Bass in the fourth quarter of fiscal 2014. The increase in accounts receivable is primarily
related to increased shipping in the latter half of the fourth quarter in fiscal 2015 compared to the same
period in the prior year.

At January 31, 2014, we had cash and cash equivalents of $22.1 million. We generated $84.6 million of
cash from operating activities in fiscal 2014, primarily as a result of our net income of $76.4 million, an
increase in accounts payable and accrued expenses of $38.6 million, a decrease in accounts receivables of

41

$18.6 million, non-cash charges of $13.7 million for depreciation and amortization and $10.0 million for
equity based compensation, offset, in part, by an increase of $35.6 million in inventory, an increase in taxes
paid of $18.8 million and an increase in other assets of $15.0 million.

Our accounts payables and accrued expenses increased as a result of an increase in our working capital
needs, as we expanded our business between fiscal 2013 and fiscal 2014. Our accounts receivable decreased
as a result an improvements in our collection process. The increase in inventory is mainly driven by the
inventory acquired in connection with the G.H. Bass acquisition in November 2013. The increase in income
taxes payable is driven by an increase in pre-tax income. The increase in other assets is primarily related to
guaranteed royalty and advertising payments required by various license agreements.

At January 31, 2013, we had cash and cash equivalents of $27.4 million. We generated $54.5 million of
cash from operating activities in fiscal 2013. Cash was generated primarily from our net income of $56.6
million, and non-cash charges of $9.9 million for depreciation, $7.9 million increase in payable and accrued
expenses and amortization and $7.7 million for equity compensation, offset, in part, by an increase in
inventory of $16.9 million and an increase in accounts receivable of $8.2 million associated with increased
fourth quarter net sales.

Cash from Investing Activities

In fiscal 2015, we used $39.4 million of cash in investing activities as a result of $42.6 million in capital
expenditures offset, in part, by $2.7 million in proceeds from the sale of our interest in a joint venture that
operated Calvin Klein Performance stores in China. Our capital expenditures related to remodeling and
adding new Wilsons Leather, G.H. Bass and Vilebrequin stores, fixturing costs at department stores,
leasehold improvements at our corporate office, the expansion of the Wilsons distribution center to
accommodate the G.H. Bass business and the conversion of the G.H. Bass point of sale system from the
system used by the prior owner of G.H. Bass to our system.

In fiscal 2014, we used $78.4 million of cash from investing activities of which $49.1 million was for the
acquisition of G.H. Bass and $29.3 was for capital expenditures primarily related to build out costs and
fixtures with respect to the addition of new retail stores and fixturing costs at department stores.

In fiscal 2013, we used $90.0 million of cash in investing activities of which $80.3 million was for the
acquisition of Vilebrequin and $11.6 million was for capital expenditures offset, in part, by $1.9 million of
proceeds from the sale of our interest in the joint venture relating to the Vince Camuto outlet stores.

Cash from Financing Activities

Cash from financing activities provided $66.4 million in fiscal 2015, primarily as a result of the receipt
of net proceeds of $128.7 million in connection with our public offering of common stock in June 2014,
offset by $48.0 million relating to repayment of net borrowings under our credit agreement and the
repurchase for $17.7 million of the unsecured promissory notes issued as part of the consideration for our
acquisition of Vilebrequin.

In fiscal 2014, we used $10.0 million of cash in financing activities primarily for the reduction in net
borrowings under our credit agreement of $16.2 million, offset by $2.9 million of tax benefit from the
exercise or vesting of equity awards, $2.4 million in cash received in the form of loans from our joint
venture partner to the joint venture, which is consolidated in our financial statements, and $1.9 million in
proceeds received from the exercise of equity awards.

Cash flows from financing activities provided $37.7 million in fiscal 2013 primarily as a result of net
proceeds of $35.0 million of borrowings under our revolving credit line which were used to fund the
acquisition of Vilebrequin, $1.4 million in proceeds received from the exercise of equity awards and $1.9
million of tax benefits from the exercise or vesting of equity awards.

Financing Needs

We believe that our cash on hand and cash generated from operations and our public offering in fiscal
2015, together with funds available from our credit agreement, are sufficient to meet our expected operating
and capital expenditure requirements. We may seek to acquire other businesses in order to expand our
product offerings. We may need additional financing in order to complete one or more acquisitions. We
cannot be certain that we will be able to obtain additional financing, if required, on acceptable terms or at
all.

42

New Accounting Pronouncements

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and
Property, Plant, and Equipment (Topic 360) — Reporting Discontinued Operations and Disclosures of
Disposals of Components of an Entity” (ASU 2014-08). This ASU changes the threshold for reporting
discontinued operations and adds new disclosures. The new guidance defines a discontinued operation as a
disposal of a component or group of components that is disposed of or is classified as held for sale and
“represents a strategic shift that has (or will have) a major effect on our operations and financial results.”
For disposals of individually significant components that do not qualify as discontinued operations, we
must disclose pre-tax earnings of the disposed component. This guidance is effective for all disposals (or
classifications as held for sale) of components of an entity that occur within annual periods beginning on or
after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for
disposals (or classifications as held for sale) that have not been reported in financial statements previously
issued or available for issuance. We adopted this guidance early and applied it to the sale of our interest in
the joint venture.

In June 2014, the FASB issued ASU 2014-12, “Compensation — Stock Compensation: Accounting for
Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be
Achieved after the Requisite Service Period” (ASU 2014-12). This ASU provides for explicit guidance on
how to account for awards with performance targets that affect vesting and could be achieved after the
requisite service period. A performance target that affects vesting and that could be achieved after an
employee’s requisite service period shall be accounted for as a performance condition. As such, the
performance target shall not be reflected in estimating the fair value of the award at the grant date.
Compensation cost shall be recognized in the period in which it becomes probable that the performance
target will be achieved and should represent the compensation cost attributable to the periods for which the
requisite service already has been rendered. We do not expect the adoption of this guidance to have a
material impact on our consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, “Extraordinary and Unusual Items (Subtopic
225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items”.
This guidance no longer requires or allows the disclosure of extraordinary items, net of tax, in the income
statement after income from continuing operations. The guidance is effective for us for the reporting period
ending April 30, 2016. We do not currently have any extraordinary items presented in our income
statements. However, this guidance will eliminate the need for us to further assess whether unusual and
infrequently occurring transactions qualify as an extraordinary item in the future.

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810) — Amendments to the
Consolidation Analysis”. The update primarily amends the criteria used to evaluate whether certain variable
interest entities should be consolidated. The update also modifies the criteria used to determine whether
partnerships and similar entities are variable interest entities. The update is effective for interim and annual
periods beginning after December 15, 2016 with early adoption permitted, including in the interim periods.
We are currently evaluating the impact of this update on our consolidated financial statements.

Off Balance Sheet Arrangements

We do not have any “off-balance sheet arrangements” as such term is defined in Item 303 of

Regulation S-K of the SEC rules.

43

Tabular Disclosure of Contractual Obligations

As of January 31, 2015, our contractual obligations were as follows (in thousands):

Contractual Obligations

Operating lease obligations
. . . . . . . .
Minimum royalty payments(1) . . . . . . .
Purchase obligations(2)
. . . . . . . . . . .
Contingent purchase price payable(3) . .
Total . . . . . . . . . . . . . . . . . . . . . . . .

Payments Due By Period

Total

$425,580
465,369
10,048

Less than
1 Year

$ 66,108
91,453
10,048

1-3 Years

3-5 Years

$112,717
122,763
—

$ 91,239
93,155
—

More than
5 Years

$155,516
157,998
—

973

973

—

—

—

$901,970

$168,582

$235,480

$184,394

$313,514

(1)

(2)

Includes obligations to pay minimum scheduled royalty, advertising and other required payments
under various license agreements.

Includes outstanding trade letters of credit, which represent inventory purchase commitments, which
typically mature in less than six months.

(3) Contingent consideration in connection with the acquisition of Vilebrequin.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Foreign Currency Exchange Rate Risks and Commodity Price Risk

We negotiate our purchase orders with foreign manufacturers in United States dollars. Thus,
notwithstanding any fluctuation in foreign currencies, our cost for any purchase order is not subject to
change after the time the order is placed. However, if the value of the United States dollar against local
currencies were to decrease, manufacturers might increase their United States dollar prices for products.

We believe that the increase in commodity prices did not have a material effect on our costs and gross
margins prior to fiscal 2012. During 2012, we experienced increases in the cost our raw materials, including
textiles, wool and leather. The cost of our raw materials moderated in fiscal 2013 as compared to fiscal 2012
and we do not expect any significant cost increases in raw materials during fiscal 2015. To manage the risks
of raw material prices, we negotiate the purchase of such materials in advance when possible. We have not,
and do not anticipate using, derivative instruments to manage these price exposures.

Our sales from the non-US operations of Vilebrequin could be affected by currency fluctuations,
primarily relating to the Euro and Swiss Franc. We cannot fully anticipate all of our currency exposures
and therefore foreign currency fluctuations may impact our business, financial condition, and results of
operations. Our international expansion will increase our exposure to foreign currency fluctuations.

Interest Rate Exposure

We are subject to market risk from exposure to changes in interest rates relating primarily to our line of
credit. We borrow under our line of credit to support general corporate purposes, including capital
expenditures and working capital needs. We do not expect changes in interest rates to have a material
adverse effect on income or cash flows in fiscal 2016. Based on our average borrowings during fiscal 2015,
we estimate that each 100 basis point increase in our borrowing rates would result in additional interest
expense to us of approximately $0.8 million.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Financial statements and supplementary data required pursuant to this Item begin on page F-1 of this

Report.

44

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

As of January 31, 2015, our management, including the Chief Executive Officer and Chief Financial
Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls
and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act). Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls
and procedures are designed to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time
periods specified in the Commission’s rules and forms and (ii) accumulated and communicated to our
management, including our principal executive and principal financial officers, as appropriate to allow
timely decisions regarding required disclosure, and thus, are effective in making known to them material
information relating to G-III required to be included in this report.

Changes in Internal Control over Financial Reporting

During our last fiscal quarter, there were no changes in our internal control over financial reporting
that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining an adequate system of internal control
over our financial reporting. In order to evaluate the effectiveness of internal control over financial
reporting, as required by Section 404 of
the Sarbanes-Oxley Act, management has conducted an
assessment, including testing, using the criteria on Internal Control — Integrated Framework (2013), issued
by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Our system of
internal control over financial reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation and fair presentation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation. Also, projections of any
evaluation of effectiveness of internal control over financial reporting to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Based on its assessment, management has concluded that we maintained effective internal control over
financial reporting as of January 31, 2015, based on criteria in Internal Control — Integrated Framework
(2013), issued by the COSO.

Our independent auditors, Ernst & Young LLP, a registered public accounting firm, have audited and
reported on our consolidated financial statements and the effectiveness of our internal control over
financial reporting. The reports of our independent auditors appear on pages F-2 and F-3 of this Form
10-K and express unqualified opinions on the consolidated financial statements and the effectiveness of our
internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

45

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

We have adopted a code of ethics and business conduct, or Code of Ethics, which applies to our
principal executive officer, principal financial officer, principal accounting officer or controller and persons
performing similar functions. Our Code of Ethics is located on our Internet website at www.g-iii.com under
the heading “Investor Relations.” Any amendments to, or waivers from, a provision of our Code of Ethics
that apply to our principal executive officer, principal financial officer, principal accounting officer or
controller and persons performing similar functions will be disclosed on our internet website within five
business days following such amendment or waiver. The information contained on or connected to our
Internet website is not incorporated by reference into this Form 10-K and should not be considered part of
this or any other report we file with or furnish to the Securities and Exchange Commission.

The information required by Item 401 of Regulation S-K regarding directors is contained under the
heading “Proposal No. 1 — Election of Directors” in our definitive Proxy Statement (the “Proxy
Statement”) relating to our Annual Meeting of Stockholders to be held on or about June 9, 2015, to be filed
pursuant to Regulation 14A of the Securities Exchange Act of 1934 with the Securities and Exchange
Commission, and is incorporated herein by reference. For information concerning our executive officers, see
“Business-Executive Officers of the Registrant” in Item 1 in this Form 10-K.

The information required by Item 405 of Regulation S-K is contained under the heading “Section
16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement and is incorporated herein by
reference. The information required by Items 407(c)(3), (d)(4), and (d)(5) of Regulation S-K is contained
under the heading “Corporate Governance” in our Proxy Statement and is incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this Item 11 is contained under the headings “Executive Compensation”

and “Compensation Committee Report” in our Proxy Statement and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS.

Security ownership information of certain beneficial owners and management as called for by this Item
12 is incorporated by reference to the information set forth under the heading “Beneficial Ownership of
Common Stock by Certain Stockholders and Management” in our Proxy Statement.

Equity Compensation Plan Information

The following table provides information as of January 31, 2015, the last day of fiscal 2015, regarding

securities issued under G-III’s equity compensation plans that were in effect during fiscal 2015.

Plan Category

Equity compensation
plans approved by
security holders
Equity compensation

. . . .

plans not approved by
. . . .
security holders

Total . . . . . . . . . . . . . .

Number of Securities to
be Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
(a)

Weighted Average Exercise
Price of Outstanding Options,
Warrants and Rights
(b)

Number of Securities Remaining
Available for Future
Issuance Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
(c)

1,280,294(1)

$22.32(2)

N/A

1,280,294(1)

N/A
$22.32(2)

46

480,683

N/A

480,683

(1)

Includes outstanding awards of 234,588 stock options, which have a weighted average exercise price of
$22.32 and weighted average remaining term of 5.2 years, and 1,045,706 shares of Common Stock
issuable upon vesting of RSUs.

(2) RSUs are excluded when determining the weighted average exercise price of outstanding options.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE.

The information required by this Item 13 is contained under the headings “Certain Relationships and
Related Transactions” and “Corporate Governance” in our Proxy Statement and is incorporated herein by
reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The information required by this Item 14 is contained under the heading “Principal Accounting Fees

and Services” in our Proxy Statement and is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

1. Financial Statements.

2. Financial Statement Schedules.

The Financial Statements and Financial Statement Schedules are listed in the accompanying index to
consolidated financial statements beginning on page F-1 of this report. All other schedules, for which
provision is made in the applicable accounting regulations of the Securities and Exchange Commission are
not required under the related instructions, are shown in the financial statements or are not applicable and
therefore have been omitted.

3. Exhibits:

(a) The following exhibits filed as part of

this report or incorporated herein by reference are
management contracts or compensatory plans or arrangements: Exhibits 10.1, 10.1(a), 10.1(b), 10.1(c),
10.1(d), 10.6, 10.6(a), 10.7, 10.7(a), 10.7(b), 10.7(c), 10.7(d), 10.7(e), 10.7(f), 10.7(g), 10.7(h), 10.7(i), 10.8,
10.9, 10.9(a), 10.9(b), 10.9(c), 10.9(d), 10.12 and 10.14.

3.1

3.1(a)

3.1(b)

3.2

10.1

10.1(a)

10.1(b)

10.1(c)

10.1(d)

Certificate of Incorporation.6
Certificate of Amendment of Certificate of Incorporation, dated June 8, 2006.2
Certificate of Amendment of Certificate of Incorporation, dated June 7, 2011.14
By-Laws, as amended, of G-III Apparel Group, Ltd. (“G-III”).16
Employment Agreement, dated February 1, 1994, between G-III and Morris Goldfarb.3

Amendment, dated October 1, 1999, to the Employment Agreement, dated February 1,
1994, between G-III and Morris Goldfarb.3

Amendment, dated January 28, 2009, to Employment Agreement, dated February 1,
1994, between G-III and Morris Goldfarb.8

Letter Amendment, dated March 13, 2013,
February 1, 1994, between G-III and Morris Goldfarb.22

to Employment Agreement, dated

Letter Amendment, dated April 28, 2014,
February 1, 1994, between G-III and Morris Goldfarb.25

to Employment Agreement, dated

47

10.2

10.2(a)

10.2(b)

10.3

10.3(a)

10.3(b)

10.4

10.4(a)

10.4(b)

10.4(c)

10.4(d)

10.4(e)

10.4(f)

10.5

10.6

10.6(a)

10.7

10.7(a)

10.7(b)

10.7(c)

Credit Agreement (“Credit Agreement”), dated as of August 6, 2012, by and among
G-III Leather Fashions, Inc., J. Percy For Marvin Richards, Ltd., CK Outerwear, LLC,
Andrew & Suzanne Company Inc. and AM Retail Group, Inc., as Borrowers, G-III,
G-III Apparel Canada ULC, G-III License Company, LLC and AM Apparel Holdings,
Inc., as Loan Guarantors, the Lenders that are parties thereto, and JPMorgan Chase
Bank, N.A., as Administrative Agent.19

Joinder Agreement, dated as of January 31, 2013, between Riviera Sun, Inc. and
JPMorgan Chase Bank, N.A., as Administrative Agent, to Credit Agreement.21

Amendment to Credit Agreement, dated as of October 1, 2013, by and among the
Borrowers, the Loan Guarantors, the Lenders and the Administrative Agent, amending
the Credit Agreement, dated as of August 6, 2012, by and among the Borrowers, the
Loan Guarantors, the Lenders and the Administrative Agent.23

Lease, dated June 1, 1993, between 512 Seventh Avenue Associates (“512”) and G-III
Leather Fashions, Inc. (“G-III Leather”) (34th and 35th floors).3
Lease amendment, dated July 1, 2000, between 512 and G-III Leather (34th and 35th
floors).3

Second Amendment of Lease, dated March 26, 2010, between 500-512 Seventh Avenue
Limited Partnership, the successor to 512 (collectively, “512”) and G-III Leather (34th
and 35th floors).12
Lease, dated January 31, 1994, between 512 and G-III (33rd floor).3
Lease amendment, dated July 1, 2000, between 512 and G-III (33rd floor).3

Second Amendment of Lease, dated March 26, 2010, between 512 and G-III Leather
(33rd floor).12

Second Amendment of Lease, dated March 26, 2010, between 512 and G-III Leather
(10th floor).12

Third Amendment of Lease, dated March 26, 2010, between 512 and G-III Leather
(36th , 21st , 22nd, 23rd and 24th floors).12
Sixth Amendment of Lease (2nd Floor (including mezzanine), 21st, 22nd, 23rd, 24th, 27th,
29th, 31st, 36th and 40th Floors), dated May 23, 2013, by and between G-III Leather
Fashions, Inc. as Tenant and 500-512 Seventh Avenue Limited Partnership as
Landlord.22
Seventh Amendment of Lease 2nd Floor (including mezzanine), 21st, 22nd, 23rd, 24th,
27th, 29th, 31st, 36th, 39th and 40th Floors), dated April 25, 2104, by and between G-III
Leather Fashions, Inc. as Tenant and 500-512 Seventh Avenue Limited Partnership as
Landlord.26
Lease, dated February 10, 2009, between IRET Properties and AM Retail Group, Inc.12

G-III 1999 Stock Option Plan for Non-Employee Directors, as amended the “1999
Plan”.4
Form of Option Agreement for awards made pursuant to the 1999 Plan.9
G-III 2005 Amended and Restated Stock Incentive Plan, the “2005 Plan”.20
Form of Option Agreement for awards made pursuant to the 2005 Plan.9

Form of Restricted Stock Agreement for restricted stock awards made pursuant to the
2005 Plan.5

Form of Deferred Stock Award Agreement for restricted stock unit awards made
pursuant to the 2005 Plan.6

48

10.7(d)

10.7(e)

10.7(f)

10.7(g)

10.7(h)

10.7(i)

10.8

10.9

10.9(a)

10.9(b)

10.9(c)

10.9(d)

10.10

10.11

10.12

10.13

10.14

10.15

21*

23.1*

31.1*

Form of Deferred Stock Award Agreement for April 15, 2009 restricted stock unit
grants.10

Form of Deferred Stock Award Agreement for March 17, 2010 restricted stock unit
grants.11

Form of Deferred Stock Award Agreement for June 29, 2011 restricted stock unit
grants.15

Form of Deferred Stock Award Agreement for October 5, 2012 restricted stock unit
grants.18

Form of Deferred Stock Award Agreement for October 4, 2013 restricted stock unit
grants.24

Form of Deferred Stock Award Agreement for October 23, 2014 restricted stock unit
grant.27
Form of Executive Transition Agreement, as amended.13

Employment Agreement, dated as of July 11, 2005, by and between Sammy Aaron and
G-III.12

Amendment, dated October 3, 2008, to Employment Agreement, dated as of July 11,
2005, by and between Sammy Aaron and G-III.7

Amendment, dated January 28, 2009, to Employment Agreement, dated as of July 11,
2005, by and between Sammy Aaron and G-III.8

Letter Amendment, dated March 13, 2013, to Employment Agreement, dated as of
July 11, 2005, by and between Sammy Aaron and G-III.20

Letter Amendment, dated April 28, 2014, to Employment Agreement, dated as of
July 11, 2005, by and between Sammy Aaron and G-III. 25

Lease agreement dated June 29, 2006 between The Realty Associates Fund VI, LP and
G-III.2

Lease Agreement, dated December 21, 2009 and effective December 28, 2009, by and
between G-III, as Tenant, and Granite South Brunswick LLC, as Landlord.12
Form of Indemnification Agreement.12

Agreement for the Sale and Purchase of Shares in the Capital of Vilebrequin
International SA, dated as of August 6, 2012, by and among Fashion Fund I B.V., VBQ
Acquisition B.V., Vilebrequin International SA and G-III (including forms of
promissory notes delivered thereunder).17

Employment Agreement, made as of January 9, 2013, between G-III and Wayne S.
Miller.21

Asset Purchase Agreement, dated October 2, 2013, by and among AM Retail Group,
Inc., G-III Apparel Group, Ltd., PVH Retail Stores LLC, PVH Corp. and PVH Puerto
Rico, Inc.23

Subsidiaries of G-III.

Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.

Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group,
Ltd., pursuant to Rule 13a – 14(a) or Rule 15d – 14(a) of the Securities Exchange Act of
1934, as amended, in connection with G-III Apparel Group, Ltd.’s Annual Report on
Form 10-K for the fiscal year ended January 31, 2015.

49

31.2*

32.1**

32.2**

Certification by Neal S. Nackman, Chief Financial Officer of G-III Apparel Group,
Ltd., pursuant to Rule 13a – 14(a) or Rule 15d – 14(a) of the Securities Exchange Act of
1934, as amended, in connection with G-III Apparel Group, Ltd.’s Annual Report on
Form 10-K for the fiscal year ended January 31, 2015.

Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group,
Ltd., pursuant to 16 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Annual
Report on Form 10-K for the fiscal year ended January 31, 2015.

Certification by Neal S. Nackman, Chief Financial Officer of G-III Apparel Group,
Ltd., pursuant to 16 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Annual
Report on Form 10-K for the year ended January 31, 2015.

101.INS

XBRL Instance Document.

101.SCH

XBRL Schema Document.

101.CAL

XBRL Calculation Linkbase Document.

101.DEF

XBRL Extension Definition.

101.LAB

XBRL Label Linkbase Document.

101.PRE

XBRL Presentation Linkbase Document.

*

Filed herewith.

** Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not
be deemed incorporated by reference into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934.

(1) Previously filed as an exhibit to G-III’s Registration Statement on Form S-1 (no. 33-31906), which

exhibit is incorporated herein by reference.

(2) Previously filed as an exhibit to G-III’s Quarterly Report on Form 10-Q for the fiscal quarter

ended July 31, 2006, which exhibit is incorporated herein by reference.

(3) Previously filed as an exhibit to G-III’s Annual Report on Form 10-K/A for the fiscal year ended

January 31, 2006, which exhibit is incorporated herein by reference.

(4) Previously filed as an exhibit to G-III’s Annual Report on Form 10-K for the fiscal year ended

January 31, 2006, filed on May 1, 2006, which exhibit is incorporated herein by reference.

(5) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on June 15, 2005, which exhibit

is incorporated herein by reference.

(6) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on July 2, 2008, which exhibit is

incorporated herein by reference.

(7) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on October 6, 2008, which

exhibit is incorporated herein by reference.

(8) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on February 3, 2009, which

exhibit is incorporated herein by reference.

(9) Previously filed as an exhibit to G-III’s Annual Report on Form 10-K for the fiscal year ended

January 31, 2009, which exhibit is incorporated herein by reference.

(10) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on April 21, 2009, which is

incorporated herein by reference.

50

(11) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on March 23, 2010, which

exhibit is incorporated herein by reference.

(12) Previously filed as an exhibit to G-III’s Quarterly Report on Form 10-Q for the fiscal quarter

ended October 31, 2010, which exhibit is incorporated herein by reference.

(13) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on February 16, 2011, which

exhibit is incorporated herein by reference.

(14) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on June 9, 2011, which exhibit is

incorporated herein by reference.

(15) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on July 1, 2011, which exhibit is

incorporated herein by reference.

(16) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on December 9, 2011, which

exhibit is incorporated herein by reference.

(17) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on August 8, 2012, which

exhibit is incorporated herein by reference.

(18) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on October 11, 2012, which

exhibit is incorporated herein by reference.

(19) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on January 11, 2013, which

exhibit is incorporated herein by reference.

(20) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on March 15, 2013, which

exhibit is incorporated herein by reference.

(21) Previously filed as an exhibit to G-III’s Annual Report on Form 10-K for the fiscal year ended

January 31, 2013, which exhibit is incorporated herein by reference.

(22) Previously filed as an exhibit to G-III’s Quarterly Report on Form 10-Q for the fiscal quarter

ended April 30, 2013, which exhibit is incorporated herein by reference.

(23) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on October 4, 2013, which

exhibit is incorporated herein by reference.

(24) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on October 8, 2013, which

exhibit is incorporated herein by reference.

(25) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on April 30, 2014, which exhibit

is incorporated herein by reference.

(26) Previously filed as an exhibit to G-III’s Quarterly Report on Form 10-Q for the fiscal quarter

ended April 30, 2014, which exhibit is incorporated herein by reference.

(27) Previously filed as an exhibit to G-III’s Report on Form 8-K filed on October 28, 2014, which

exhibit is incorporated herein by reference.

Exhibits have been included in copies of

this Report filed with the Securities and Exchange
Commission. We will provide, without charge, a copy of these exhibits to each stockholder upon the written
request of any such stockholder. All such requests should be directed to G-III Apparel Group, Ltd., 512
Seventh Avenue, 35th floor, New York, New York 10018, Attention: Mr. Wayne S. Miller, Secretary.

51

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

SIGNATURES

G-III APPAREL GROUP, LTD.

By: /s/ Morris Goldfarb
Morris Goldfarb,
Chief Executive Officer
and President

March 30, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed

below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Morris Goldfarb
Morris Goldfarb

/s/ Neal S. Nackman
Neal S. Nackman

/s/ Sammy Aaron
Sammy Aaron

/s/ Thomas J. Brosig
Thomas J. Brosig

/s/ Alan Feller
Alan Feller

/s/ Jeffrey Goldfarb
Jeffrey Goldfarb

/s/ Jeanette Nostra
Jeanette Nostra

/s/ Laura Pomerantz
Laura Pomerantz

/s/ Allen Sirkin
Allen Sirkin

/s/ Willem van Bokhorst
Willem van Bokhorst

/s/ Cheryl Vitali
Cheryl Vitali

/s/ Richard White
Richard White

Director, Chairman of the Board,
Chief Executive Officer and President
(principal executive officer)

March 30, 2015

Chief Financial Officer (principal
financial and accounting officer)

March 30, 2015

Director and Vice Chairman

March 30, 2015

Director

March 30, 2015

Director

March 30, 2015

Director

March 30, 2015

Director

March 30, 2015

Director

March 30, 2015

Director

March 30, 2015

Director

March 30, 2015

Director

March 30, 2015

Director

March 30, 2015

52

21

23.1

31.1

31.2

32.1

32.2

101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE

Subsidiaries of G-III.

EXHIBIT INDEX

Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.

Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd.,
pursuant to Rule 13a – 14(a) or Rule 15d – 14(a) of the Securities Exchange Act of 1934, as
amended, in connection with G-III Apparel Group, Ltd.’s Annual Report on Form 10-K for
the fiscal year ended January 31, 2015.

Certification by Neal S. Nackman, Chief Financial Officer of G-III Apparel Group, Ltd.,
pursuant to Rule 13a – 14(a) or Rule 15d – 14(a) of the Securities Exchange Act of 1934, as
amended, in connection with G-III Apparel Group, Ltd.’s Annual Report on Form 10-K for
the fiscal year ended January 31, 2015.

Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd.,
the
pursuant
Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Annual
Report on Form 10-K for the fiscal year ended January 31, 2015.

to 18 U.S.C. Section 1350, as adopted pursuant

to Section 906 of

to Section 906 of

to 18 U.S.C. Section 1350, as adopted pursuant

Certification by Neal S. Nackman, Chief Financial Officer of G-III Apparel Group, Ltd.,
the
pursuant
Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Annual
Report on Form 10-K for the fiscal year ended January 31, 2015.
XBRL Instance Document.
XBRL Schema Document.
XBRL Calculation Linkbase Document.
XBRL Extension Definition.
XBRL Label Linkbase Document.
XBRL Presentation Linkbase Document.

53

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
(Item 15(a)) G-III Apparel Group, Ltd. and Subsidiaries

Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-2

Financial Statements

Consolidated Balance Sheets — January 31, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-4

Consolidated Statements of Income and Comprehensive Income — Years Ended January 31,

2015, 2014 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-5

Consolidated Statements of Stockholders’ Equity — Years Ended January 31, 2015, 2014 and

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Cash Flows — Years Ended January 31, 2015, 2014 and 2013 . . . . .

Notes to Consolidated Financial Statements

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-6

F-7

F-8

Page

Financial Statement Schedule

II — Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

S-1

All other schedules for which provision is made in the applicable regulations of the Securities and
Exchange Commission are not required under the related instructions or are inapplicable and, accordingly,
are omitted.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of G-III Apparel Group, Ltd.

We have audited the accompanying consolidated balance sheets of G-III Apparel Group, Ltd. and
subsidiaries as of January 31, 2015 and 2014, and the related consolidated statements of income and
comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended
January 31, 2015. Our audits also included the financial statement schedule listed in the index at Item 15(a).
These financial statements and schedule are the responsibility of
the Company’s management. Our
responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the
consolidated financial position of G-III Apparel Group, Ltd. and subsidiaries at January 31, 2015 and
2014, and the consolidated results of their operations and their cash flows for each of the three years in the
period ended January 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in
our opinion, the related financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), G-III Apparel Group, Ltd. and subsidiaries’ internal control over financial reporting
as of January 31, 2015, based on criteria established in Internal Control — Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (“2013 framework”) and our
report dated March 30, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

New York, New York
March 30, 2015

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of G-III Apparel Group, Ltd.

We have audited G-III Apparel Group Ltd. and subsidiaries internal control over financial reporting as
of January 31, 2015, based on criteria established in Internal Control — Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (“2013 framework”) (the COSO
criteria). G-III Apparel Group Ltd. and subsidiaries’ management is responsible for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over
financial reporting included in the accompanying Management’s Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial
reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of
internal control over financial
reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

In our opinion, G-III Apparel Group, Ltd. and subsidiaries maintained, in all material respects,

effective internal control over financial reporting as of January 31, 2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of G-III Apparel Group, Ltd. and subsidiaries as of
January 31, 2015 and 2014, and the related consolidated statements of income and comprehensive income,
stockholders’ equity, and cash flows for each of the three years in the period ended January 31, 2015 of
G-III Apparel Group, Ltd. and subsidiaries, and our report dated March 30, 2015 expressed an unqualified
opinion thereon.

/s/ Ernst & Young LLP

New York, New York
March 30, 2015

F-3

G-III Apparel Group, Ltd. and Subsidiaries

CONSOLIDATED BALANCE SHEETS
January 31,

2015

2014

(In thousands, except share
and per share amounts)

CURRENT ASSETS

ASSETS

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net of allowances for doubtful accounts and sales

discounts of $53,441 and $54,987, respectively . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes, net
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPERTY AND EQUIPMENT, NET . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
OTHER INTANGIBLES, NET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TRADEMARKS, NET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GOODWILL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 128,354

$ 22,091

198,635
426,180
6,507
16,072
23,118
798,866
81,671
27,721
13,075
73,255
52,130
$1,046,718

160,010
359,639
6,807
16,331
21,312
586,190
62,832
31,259
13,926
81,086
55,604
$830,897

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to noncontrolling shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NOTES PAYABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DEFERRED INCOME TAXES, NET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CONTINGENT PURCHASE PRICE PAYABLE . . . . . . . . . . . . . . . . . . . . . .
OTHER NON-CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . .
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

— $ 48,843
131,241
56,468
4,674
241,226
20,560
22,100
5,550
19,465
308,901

177,498
63,665
—
241,163
—
20,471
973
22,853
285,460

STOCKHOLDERS’ EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Preferred stock; 1,000,000 shares authorized; No shares issued and

outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Common stock — $.01 par value; 80,000,000 shares authorized; 22,970,822

and 20,935,804 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . .
Retained earnings
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock held in treasury, at cost — 492,225 shares . . . . . . . . . . . . . . .
Total G-III stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

230
328,874
(10,105)
446,158
(3,899)
761,258
—
761,258
$1,046,718

209
184,841
6,165
335,797
(3,899)
523,113
(1,117)
521,996
$830,897

The accompanying notes are an integral part of these statements.
F-4

G-III Apparel Group, Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Year Ended January 31,

2015

2014

2013

(In thousands, except per share amounts)

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,116,855

$1,718,231

$1,399,719

Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,359,596

1,133,222

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Selling, general and administrative expenses . . . . . . . . . . . . . . . .

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . .

Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Equity loss in joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interest and financing charges, net . . . . . . . . . . . . . . . . . . . . . . .

Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add: Loss attributable to noncontrolling interest . . . . . . . . . . . . .

757,259

571,990

20,374

164,895

—

11,488

(7,942)

168,441
59,450

108,991
1,370

585,009

440,506

13,676

130,827

—

—

948,392

451,327

341,242

9,907

100,178

(719)

—

(8,599)

(7,454)

122,228
45,826

76,402
958

92,005
35,436

56,569
306

Income attributable to G-III . . . . . . . . . . . . . . . . . . . . . . . .

$ 110,361

$

77,360

$

56,875

NET INCOME PER COMMON SHARE:

Basic:

Net income per common share . . . . . . . . . . . . . . . . . . . . . .

$

5.10

$

3.81

$

2.84

Weighted average number of shares outstanding . . . . . . . . . .

21,649

20,323

20,006

Diluted:

Net income per common share . . . . . . . . . . . . . . . . . . . . . .

$

4.97

$

3.71

$

2.80

Weighted average number of shares outstanding . . . . . . . . . .

22,212

20,864

20,280

Net income attributable to G-III . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income:

Foreign currency translation adjustments . . . . . . . . . . . . . . . .

Other comprehensive income (loss)

. . . . . . . . . . . . . . . . . . . . . .

$ 110,361

$

77,360

$

56,875

(16,270)

(16,270)

2,642

2,642

3,519

3,519

Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

94,091

$

80,002

$

60,394

The accompanying notes are an integral part of these statements.
F-5

G-III Apparel Group, Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Common
Stock

Additional
Paid-in
Capital

Accumulated
Other
Comprehensive
Income (Loss)

Retained
Earnings

Common
Stock
Held in
Treasury

Total

(In thousands)

Balance as of January 31, 2012 . . . . .

$203

$160,102

$

4

$201,562

$(3,899) $357,972

Equity awards exercised/vested, net . .

3

1,422

Tax benefit from exercise/vesting of

equity awards . . . . . . . . . . . . . . .

Amortization of share-based

compensation . . . . . . . . . . . . . . .

Effect of exchange rate changes . . . .

Net income attributable to G-III . . .

Balance as of January 31, 2013 . . . . .

Equity awards exercised/vested, net . .
Adjustments related to tax

withholding for share-based
compensation . . . . . . . . . . . . . . .

Tax benefit from exercise/vesting of

equity awards . . . . . . . . . . . . . . .

Amortization of share-based

compensation . . . . . . . . . . . . . . .
Effect of exchange rate changes . . . .
Net income attributable to G-III . . .

Balance as of January 31, 2014 . . . . .
Equity awards exercised/vested, net . .
Adjustments related to tax

withholding for share-based
compensation . . . . . . . . . . . . . . .

Tax benefit from exercise/vesting of

equity awards . . . . . . . . . . . . . . .

Amortization of share-based

compensation . . . . . . . . . . . . . . .

Shares issued in connection with

1,870

7,738

206

3

171,132

1,903

(1,062)

2,915

9,953

209
3

184,841
725

(4,316)

6,732

12,224

1,425

1,870

7,738

3,519

56,875

3,519

56,875

3,523

258,437

(3,899)

429,399

2,642

77,360

6,165

335,797

(3,899)

1,906

(1,062)

2,915

9,953
2,642
77,360

523,113
(728)

(4,316)

6,732

12,224

128,686

(16,270)
110,361

public offering, net

. . . . . . . . . . .

18

128,668

Effect of exchange rate changes . . . .
Net income attributable to G-III . . .

(16,270)

110,361

Balance as of January 31, 2015 . . . . .

$230

$328,874

$(10,105)

$446,158

$(3,899) $761,258

The accompanying notes are an integral part of these statements.
F-6

G-III Apparel Group, Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

2015

Year Ended January 31
2014
(In thousands)

2013

Cash flows from operating activities

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating activities,

$108,991

$ 76,402

$ 56,569

net of assets and liabilities acquired and disposed:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on disposal of a retail store . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on repurchase of unsecured promissory notes
. . . . . . . . . . . . . . . . .
Change in contingent purchase price payable . . . . . . . . . . . . . . . . . . . . . .
Gain on the sale of joint venture interest
. . . . . . . . . . . . . . . . . . . . . . . .
Equity based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax benefit from exercise/vesting of equity awards . . . . . . . . . . . . . . . . . .
Deferred financing charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity loss in joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities:

Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories, net
Income taxes, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . .
Other assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable, accrued expenses and other liabilities . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . .

20,374
275
(1,893)
(4,186)
(1,908)
12,224
(7,039)
895
—
863

(40,525)
(69,765)
289
(2,563)
(1,494)
67,062
81,600

13,676
—
—
(468)
—
9,953
(2,915)
751
—
754

18,611
(35,584)
(18,766)
(1,434)
(14,972)
38,585
84,593

Cash flows from investing activities

Acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of interest in joint venture, net . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of a retail store . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .

— (49,129)
—
—
(29,283)
(78,412)

2,695
516
(42,566)
(39,355)

9,941
—
—
—
(185)
7,738
(1,870)
500
719
(1,191)

(8,249)
(16,862)
6,114
(3,824)
(2,833)
7,927
54,494

(80,252)
1,885
—
(11,615)
(89,982)

Cash flows from financing activities

Proceeds from sale of common stock, net
. . . . . . . . . . . . . . . . . . . . . . . . .
(Repayment of) proceeds from notes payable, net . . . . . . . . . . . . . . . . . . . . .
Repurchase of unsecured promissory notes . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest investment, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss attributable to noncontrolling interest
. . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of equity awards . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes paid for net share settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit from exercise/vesting of equity awards . . . . . . . . . . . . . . . .
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

128,686
(48,039)
(17,721)
—
—
729
(4,316)
7,039
66,378
(2,360)
106,263
22,091
$128,354

—
(16,157)
—
2,399
—
1,906
(1,062)
2,915
(9,999)
(1,451)
(5,269)
27,360
$ 22,091

—
34,950
—
(883)
306
1,425
—
1,870
37,668
520
2,700
24,660
$ 27,360

Supplemental disclosures of cash flow information:

Cash paid during the year for:

Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes issued in connection with the acquisition of Vilebrequin . . . . . . . . . . . .
Contingent consideration in connection with the acquisition of Vilebrequin . . . .

$

7,048
51,630
—
—

$ 8,500
65,076
—
—

$ 9,996
28,615
19,778
5,787

The accompanying notes are an integral part of these statements.
F-7

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2015, 2014 and 2013

NOTE A — SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the preparation of the

accompanying consolidated financial statements follows:

1. Business Activity and Principles of Consolidation

As used in these financial statements, the term “Company” or “G-III” refers to G-III Apparel Group,
Ltd. and its subsidiaries. The Company designs, manufactures and markets an extensive range of apparel,
including outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear, as well
as footwear, luggage and women’s handbags, small leather goods, and cold weather accessories. The
Company also operates retail stores.

The Company consolidates the accounts of all its wholly-owned and majority-owned subsidiaries. All
material
intercompany balances and transactions have been eliminated. Vilebrequin International SA
(“Vilebrequin”), a Swiss corporation, reports results on a calendar year basis rather than on the January 31
fiscal year basis used by the Company. Accordingly, the results of Vilebrequin are and will be included in
the financial statements for the year ended or ending closest to the Company’s fiscal year. For example, with
respect to the Company’s results for the year ended January 31, 2015, the results of Vilebrequin are included
for their year ended December 31, 2014.

Certain reclassifications have been made to the Condensed Consolidated Balance Sheet and the
Condensed Consolidated Statements of Income and Comprehensive Income for the prior year period to
present that information on a basis consistent with the current year.

2. Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or

less to be cash equivalents.

3. Revenue Recognition

Goods are shipped to retailers in accordance with specific customer orders. The Company recognizes
wholesale sales when the risks and rewards of ownership have transferred to the customer, determined by
the Company to be when title to the merchandise passes to the customer.

In addition, the Company acts as an agent in brokering sales between customers and overseas factories.
On these transactions, the Company also recognizes commission fee income on sales that are financed by
and shipped directly to the customers. Title to goods shipped by overseas vendors transfers to customers
when the goods have been delivered to the customer. The Company also recognizes commission income
upon the completion of the delivery by its vendors to the customer.

The Company recognizes retail sales upon customer receipt of the merchandise, generally at the point

of sale. The Company’s sales are recorded net of applicable sales taxes.

Both wholesale revenues and retail store revenues are shown net of returns, discounts and other

allowances.

4. Returns and Allowances

The Company reserves against known chargebacks, as well as for an estimate of potential future
deductions and returns by customers. The Company establishes these reserves for returns and allowances
based on current and historical information and trends. Allowances are established for trade discounts,
markdowns, customer advertising agreements and operational chargebacks. Estimated costs associated with

F-8

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

allowable deductions for customer advertising expenses are reflected as selling, general and administrative
expenses. Estimated costs associated with trade discounts and markdowns, and reserves for returns are
reflected as a reduction of net sales. All of these reserves are part of the allowances netted against accounts
receivable.

The Company estimates an allowance for doubtful accounts based on the creditworthiness of its
customers as well as general economic conditions. Consequently, an adverse change in those factors could
affect the Company’s estimate. The Company writes off uncollectible trade receivables once collection
efforts have been exhausted.

5.

Inventories

Wholesale inventories are stated at the lower of cost (determined by the first-in, first-out method) or
market which comprises a significant portion of the Company’s inventory. Retail inventories are valued at
the lower of cost or market as determined by the retail inventory method. Vilebrequin inventories are stated
at the lower of cost (determined by the weighted average method) or market.

6. Goodwill and Other Intangibles

Goodwill represents the excess of purchase price over the fair value of net assets acquired in business
combinations accounted for under the purchase method of accounting. Goodwill and certain intangible
assets deemed to have indefinite lives are not amortized, but are subject to annual impairment tests using a
test combining a discounted cash flow approach and a market approach. Other intangibles with
determinable lives, including license agreements, trademarks, customer lists and non-compete agreements
are amortized on a straight-line basis over the estimated useful lives of the assets (currently ranging from 3
to 15 years). Impairment losses, if any, on intangible assets with finite lives are recorded when indicators of
impairment are present and the discounted cash flows estimated to be derived from those assets are less
than the assets’ carrying amounts.

7. Depreciation and Amortization

Property and equipment are recorded at cost. Depreciation and amortization are computed by the
straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized
using the straight-line method over the life of the lease or the useful life of the improvement, whichever is
shorter.

8.

Impairment of Long-Lived Assets

In accordance with Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) Topic 360, Property, Plant and Equipment, the Company annually evaluates the
carrying value of its long-lived assets to determine whether changes have occurred that would suggest that
the carrying amount of such assets may not be recoverable based on the estimated future undiscounted cash
flows of the businesses to which the assets relate. Any impairment loss would be equal to the amount by
which the carrying value of the assets exceeded its fair value.

9.

Income Taxes

The Company accounts for income taxes and uncertain tax positions in accordance with ASC Topic
740 – Income Taxes. ASC 740 prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or expected to be taken in a
return, as well as guidance on de-recognition, classification, interest and penalties and financial statement
reporting disclosures.

Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of

assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

F-9

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10. Net Income Per Common Share

Basic net income per common share has been computed using the weighted average number of
common shares outstanding during each period. Diluted net income per share is computed using the
weighted average number of common shares and potential dilutive common shares, consisting of unvested
restricted stock awards and stock options outstanding during the period. Approximately 80,000 and
182,000 shares for the years ended January 31, 2015 and 2014, respectively, have been excluded from the
diluted net income per share calculation as they relate to equity based awards that vest based on
performance conditions and for which the vesting conditions have not been met at the end of the period.
There were no shares excluded from the diluted net income per share calculation for the year ended
January 31, 2013. The Company issued 310,018, 319,648 and 337,825 shares of common stock in
connection with the exercise or vesting of equity awards during the years ended January 31, 2015, 2014 and
2013, respectively.

A reconciliation between basic and diluted net income per share is as follows:

Net income attributable to G-III . . . . . . . . . . . . . . . . . . . . . . . . .
Basic net income per share:

Year Ended January 31,

2015

2014

2013

(In thousands, except per share amounts)

$110,361

$77,360

$56,875

Basic common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21,649

20,323

Basic net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

5.10

$

3.81

Diluted net income per share:

Basic common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock options and restricted stock awards . . . . . . . . . . . . . . . . .

Diluted common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21,649
563

22,212

20,323
541

20,864

20,006

$ 2.84

20,006
274

20,280

Diluted net income per share . . . . . . . . . . . . . . . . . . . . . . . . . .

$

4.97

$

3.71

$ 2.80

11. Equity Award Compensation

ASC Topic 718, Compensation – Stock Compensation, requires all share-based payments to
employees, including grants of restricted stock awards and employee stock options, to be recognized as
compensation expense over the service period (generally the vesting period) based on their fair values. The
impact of forfeitures that may occur prior to vesting is estimated and considered in the amount recognized.
Restricted stock awards generally vest over a four or five year period and certain awards also include market
price conditions that provide for the award to vest only after the average closing price of the Company’s
stock trades above a predetermined market level. In addition, certain awards have performance conditions
that require the satisfaction of an earnings after taxes or net income per diluted share performance target.
All awards are expensed on a straight line basis other than awards with market and/or performance
conditions, which are expensed under the requisite acceleration method.

It is the Company’s policy to grant stock options through the issuance of new shares at prices not less
than the fair market value on the date of the grant. Option terms, vesting and exercise periods vary, except
that the term of an option may not exceed ten years.

12. Cost of Goods Sold

Cost of goods sold includes the expenses incurred to acquire, produce and prepare inventory for sale,
including product costs, warehouse staff wages, freight in, import costs, packaging materials, the cost of
operating the overseas offices and royalty expense. The gross margins may not be directly comparable to
those of the Company’s competitors, as income statement classifications of certain expenses may vary by
company.

F-10

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

13. Shipping and Handling Costs

Shipping and handling costs for wholesale operations consist of warehouse facility costs, third party
warehousing, freight out costs, and warehouse supervisory wages and are included in selling, general and
administrative expense. Wholesale shipping and handling costs
included in selling, general and
administrative expenses were $62.4 million, $54.8 million and $50.7 million for the years ended January 31,
2015, 2014 and 2013, respectively.

14. Advertising Costs

The Company expenses advertising costs as incurred and includes these costs in selling, general and
administrative expense. Advertising paid as a percentage of sales under license agreements are expensed in
the period in which the sales occur or are accrued to meet guaranteed minimum requirements under license
agreements. Advertising expense was $71.5 million, $62.3 million and $54.1 million for the years ended
January 31, 2015, 2014 and 2013, respectively. Prepaid advertising, which represents advance payments to
licensors for minimum guaranteed payments for advertising under the Company’s licensing agreements, was
$5.8 million and $5.9 million at January 31, 2015 and 2014, respectively.

15. Use of Estimates

In preparing financial statements in conformity with accounting principles generally accepted in the
United States, management is required to make estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

16. Fair Value of Financial Instruments

The carrying amount of the Company’s variable rate debt approximates the fair value, as interest rates
change with the market rates. Furthermore, the carrying value of all other financial instruments potentially
subject to valuation risk (principally consisting of cash, accounts receivable and accounts payable) also
approximates fair value due to the short-term nature of their maturity.

The promissory notes issued in connection with the acquisition of Vilebrequin were valued using the
current market interest rate at the time of acquisition. These notes were repurchased by the Company
during the fiscal year ended January 31, 2015. In addition, the annual calculation of contingent
consideration recorded in connection with the acquisition of Vilebrequin reflects current market conditions.
The fair values of both the promissory notes and the contingent consideration would be considered Level 3
valuations in the fair value hierarchy. See Note L – Other Income for more details on the adjustment of the
contingent consideration during fiscal 2015.

17. Foreign Currency Translation

The financial statements of subsidiaries outside the United States are measured using local currency as
the functional currency. Assets and liabilities are translated at the rates of exchange at the balance sheet
date. Income and expense items are translated at average monthly rates of exchange. Gains and losses from
foreign currency transactions of these subsidiaries are included in net earnings.

18. Effects of Recently Issued Accounting Pronouncements

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and
Property, Plant, and Equipment (Topic 360) — Reporting Discontinued Operations and Disclosures of
Disposals of Components of an Entity” (ASU 2014-08). This ASU changes the threshold for reporting
discontinued operations and adds new disclosures. The new guidance defines a discontinued operation as a
disposal of a component or group of components that is disposed of or is classified as held for sale and
“represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial

F-11

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

results.” For disposals of
individually significant components that do not qualify as discontinued
operations, the Company must disclose pre-tax earnings of the disposed component. This guidance is
effective for all disposals (or classifications as held for sale) of components of an entity that occur within
annual periods beginning on or after December 15, 2014, and interim periods within those years. Early
adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported
in financial statements previously issued or available for issuance. The Company adopted this guidance
early and applied it to the sale of its interest in the joint venture (See Note L – Other Income).

In June 2014, the FASB issued ASU 2014-12, “Compensation — Stock Compensation: Accounting for
Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be
Achieved after the Requisite Service Period” (ASU 2014-12). This ASU provides for explicit guidance on
how to account for awards with performance targets that affect vesting and could be achieved after the
requisite service period. A performance target that affects vesting and that could be achieved after an
employee’s requisite service period shall be accounted for as a performance condition. As such, the
performance target shall not be reflected in estimating the fair value of the award at the grant date.
Compensation cost shall be recognized in the period in which it becomes probable that the performance
target will be achieved and should represent the compensation cost attributable to the periods for which the
requisite service already has been rendered. The Company does not expect the adoption of this guidance to
have a material impact on its consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, “Extraordinary and Unusual Items (Subtopic
225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items”.
This guidance no longer requires or allows the disclosure of extraordinary items, net of tax, in the income
statement after income from continuing operations. The guidance is effective for the reporting period
ending April 30, 2016. The Company does not currently have any extraordinary items presented in its
income statements. However, this guidance will eliminate the need to further assess whether unusual and
infrequently occurring transactions qualify as an extraordinary item in the future.

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810) — Amendments to the
Consolidation Analysis”. The update primarily amends the criteria used to evaluate whether certain variable
interest entities should be consolidated. The update also modifies the criteria used to determine whether
partnerships and similar entities are variable interest entities. The update is effective for interim and annual
periods beginning after December 15, 2016 with early adoption permitted, including in the interim periods.
The Company is currently evaluating the impact of this update on its consolidated financial statements.

NOTE B — INVENTORIES

Inventories consist of:

January 31,

2015

2014

(In thousands)

Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$417,332

$350,627

Raw materials and work-in-process . . . . . . . . . . . . . . . . . . . . . . . .

8,848

9,012

$426,180

$359,639

Raw materials of $7.7 million and $7.9 million, net of allowances, were maintained in China at

January 31, 2015 and 2014, respectively.

F-12

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE C — PROPERTY AND EQUIPMENT

Property and equipment consist of:

January 31,

2015

2014

(In thousands)

Machinery and equipment

. . . . . . . . . . . . . . . . . .

5 years

$

1,195

$

2,077

Leasehold improvements . . . . . . . . . . . . . . . . . . .

3 – 13 years

Furniture and fixtures . . . . . . . . . . . . . . . . . . . . .

Computer equipment and software . . . . . . . . . . . .

3 – 5 years

2 – 3 years

Less: accumulated depreciation . . . . . . . . . . . . . . .

67,066

43,440

8,439

120,140

38,469

60,817

30,883

7,429

101,206

38,374

$ 81,671

$ 62,832

The Company had fixed asset disposals of approximately $1.1 million and $ 0.2 million for the years
ended January 31, 2015 and 2014. Depreciation expense was $17.9 million, $11.4 million and $8.7 million
for the years ended January 31, 2015, 2014 and 2013, respectively.

NOTE D — ACQUISITIONS AND INTANGIBLES

Acquisition of Vilebrequin

In August 2012, the Company acquired all of the outstanding shares of Vilebrequin for an aggregate
consideration consisting of $87.6 million in cash, $18.6 million of unsecured promissory notes and a
contingent consideration of up to $27.9 million. Identifiable intangible assets acquired include trademarks
valued at $58.7 million with an indefinite life, franchise agreements valued at $7.5 million with an estimated
useful life of 14 years and customer relationships valued at $2.6 million with an estimated useful life of 8
years and goodwill of $26.8 million. The goodwill represents the future economic benefits expected to arise
that could not be individually identified and separately recognized, including use of the Company’s existing
infrastructure to expand sales of Vilebrequin products. The dollar equivalents to the amounts in Euro set
forth in this paragraph are based on the exchange rate on the date of acquisition (€1.000 equal to USD
$1.242). The unsecured promissory notes were repurchased in October 2014 and the contingent
consideration was adjusted to approximately $1.0 million in fiscal 2015 (See Note L – Other Income).

Acquisition of G.H. Bass

In November, 2013, the Company entered into an asset purchase agreement, with PVH Retail Stores
LLC and its affiliates, providing for the acquisition of substantially all of the assets of the G.H. Bass & Co.
(“G.H. Bass”) business, including approximately 160 G.H. Bass & Co. outlet stores. The purchase price was
$49.2 million in cash.

G.H. Bass is a well-known heritage brand that embodies classic American style. The Company sells
G.H. Bass & Co. footwear, apparel and accessories primarily through approximately 160 outlet stores
located in the United States. The Company also licenses the brand for the wholesale distribution of men’s
and women’s footwear and men’s sportswear.

F-13

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table (in thousands) summarizes the components of the purchase price allocation for the

acquisition of G.H. Bass:

Purchase price:
Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Allocation:
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable intangible assets — Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assumed liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$49,236
$49,236

$42,967
2,788
2,490
975
(700)
716
$49,236

The trademarks were assigned an indefinite useful life. Goodwill represents the future economic
benefits arising from net assets acquired that are not individually identified and separately recognized and is
attributable to synergies expected to be derived from the combination of G.H. Bass with the other
businesses of the retail operations segment.

Intangible assets balances

Intangible assets consist of:

Estimated Life

2015

2014

(In thousands)

January 31,

Gross carrying amounts

Licenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Trademarks
. . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .

Subtotal

14 years
8 – 12 years
8 – 15 years
3 – 10 years

Accumulated amortization

Licenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Trademarks
. . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .

Subtotal

Net

Licenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Trademarks
. . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .

Subtotal

Unamortized intangible assets

. . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
. . . . . . . . . . . . . . . . . . . . . . .
Trademarks
Subtotal
. . . . . . . . . . . . . . . . . . . . . . . .
Total intangible assets, net . . . . . . . . . . . .

F-14

$ 19,819
2,194
8,408
4,844
35,265

13,815
2,036
4,291
1,890
22,032

6,004
158
4,117
2,954
13,233

$ 20,779
2,194
8,741
2,912
34,626

13,394
1,816
3,696
1,415
20,321

7,385
378
5,045
1497
14,305

52,130
73,097
125,227
$138,460

55,604
80,707
136,311
$150,616

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Intangible amortization expense amounted to approximately $2.0 million, $1.6 million and $1.2 million

for the years ended January 31, 2015, 2014 and 2013, respectively.

The estimated intangible amortization expense for the next five years is as follows:

Year Ending January 31,

Amortization Expense

(In thousands)

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,874

2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,831

1,803

1,783

1,777

Goodwill represents the excess of the purchase price and related costs over the value assigned to net
tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase
method. The Company reviews and tests its goodwill and intangible assets with indefinite lives for
impairment at least annually, or more frequently if events or changes in circumstances indicate that the
carrying amount of such assets may be impaired. The Company performs the test in the fourth fiscal
quarter of each year using a combination of a discounted cash flow analysis and a market approach. The
discounted cash flow approach requires that certain assumptions and estimates be made regarding industry
economic factors and future profitability. The market approach estimates the fair value based on
comparisons with the market values and market multiples of earnings and revenues of similar public
companies.

Trademarks and customer relationships having finite lives are amortized over their estimated useful
lives and measured for impairment when events or circumstances indicate that the carrying value may be
impaired.

Goodwill has been allocated to the reporting segments based upon the relative fair values of the
licenses (licensed products segment) and trademarks acquired. For the year ended January 31, 2015, the
carrying amount of goodwill was $26.1 million, $25.3 million and $716,000 in the licensed products,
non-licensed products and retail operations segments, respectively, including $3.5 million in exchange
differences arising during the period. For the year ended January 31, 2014, the carrying amount of goodwill
was $26.1 million, $28.8 million and $716,000 in the licensed products, non-licensed products and retail
operations segments, respectively, including $1.5 million in exchange differences arising during the period.

NOTE E — NOTES PAYABLE AND OTHER LIABILITIES

The credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent for a group of
lenders, is a five-year senior secured credit facility through August 2017 providing for borrowings in the
aggregate principal amount of up to $450 million. Amounts available under the credit agreement are subject
to borrowing base formulas and over advances as specified in the credit agreement. As of January 31, 2015,
there was $411.3 million available under the credit agreement.

Borrowings bear interest, at the Company’s option, at LIBOR plus a margin of 1.5% to 2.0% or prime
plus a margin of 0.5% to 1.0%, with the applicable margin determined based on availability under the credit
agreement. The credit agreement requires G-III to maintain a minimum fixed charge coverage ratio, as
defined, and under certain circumstances permits the Company to make payments for cash dividends, stock
redemptions and share repurchases subject to compliance with certain covenants. As of January 31, 2015,
the Company was in compliance with these covenants.

The credit agreement is secured by all of the assets of G-III Apparel Group, Ltd. and its subsidiaries,
G-III Leather Fashions, Inc., Riviera Sun, Inc., CK Outerwear, LLC, Andrew & Suzanne Company Inc.,
AM Retail Group, Inc., G-III Apparel Canada ULC, G-III License Company, LLC and AM Apparel
Holdings, Inc.

F-15

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In October 2014, the Company repurchased the unsecured promissory notes issued in August 2012 in
connection with the acquisition of Vilebrequin. The notes were repurchased at a discount from the original
principal amount of €15.0 million (See Note L – Other Income).

The Company had no outstanding borrowings under its credit agreement at January 31, 2015.

Outstanding borrowings under the Company’s credit agreement were $48.0 million at January 31, 2014.

The weighted average interest rate for amounts borrowed under the credit facility was 2.2% and 2.4%
for the years ended January 31, 2015 and 2014, respectively. The Company was contingently liable under
letters of credit in the amount of approximately $8.0 million and $9.2 million at January 31, 2015 and 2014,
respectively.

NOTE F — INCOME TAXES

The income tax provision is comprised of the following:

Current

Federal
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and city . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Federal
State and city . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended January 31,

2015

2014

2013

(In thousands)

$ 36,828
5,396
7,040

49,264

(3,328)
189
(299)

(3,438)

$ 46,989
5,978
5,688

58,655

1,422
(67)
(560)

795

$27,983
4,748
3,986

36,717

(1,168)
(132)
19

(1,281)

Income tax expense . . . . . . . . . . . . . . . . . . . . .

$ 59,450

$ 45,826

$35,436

Income before income taxes

United States . . . . . . . . . . . . . . . . . . . . . . . .
Non-United States . . . . . . . . . . . . . . . . . . . .

$133,709
34,732

$168,441

$104,435
17,793

$122,228

$80,145
11,860

$92,005

F-16

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The significant components of the Company’s net deferred tax asset at January 31, 2015 and 2014 are

summarized as follows:

Deferred tax assets

2015

2014

(In thousands)

Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,964

$ 3,125

Provision for bad debts and sales allowances . . . . . . . . . . . . . . . . . . . . . .

10,254

Inventory write-downs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,059

1,671

Deferred tax assets, current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18,948

Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Straight-line lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Supplemental employee retirement plan . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred tax assets, non-current

. . . . . . . . . . . . . . . . . . . . . . . . . . .

Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred tax liabilities

Prepaid expenses and other, current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization, non-current . . . . . . . . . . . . . . . . . . . . . . . .
Intangibles, non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,855

5,128

420
1,613
71

14,087

33,035

(2,876)
(10,563)
(23,631)
(364)

(37,434)

11,822

3,745

254

18,946

5,876

4,494

477
1,779
81

12,707

31,653

(2,615)
(7,955)
(26,061)
(791)

(37,422)

Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (4,399)

$ (5,769)

As of January 31, 2015 and 2014, intangible deferred tax liabilities of $15.9 million and $17.7 million,
respectively, relate to intangible assets in Switzerland. The remaining intangible assets relate primarily to the
U.S.

The following is a reconciliation of the statutory federal income tax rate to the effective rate reported in

the financial statements for the years ended January 31:

2015

2014

2013

Provision for Federal income taxes at the statutory rate . . . . . . . . . . . . . . . . . .

35.0% 35.0% 35.0%

State and local income taxes, net of Federal tax benefit . . . . . . . . . . . . . . . . . .
Permanent differences resulting in Federal taxable income . . . . . . . . . . . . . . . .
Foreign tax rate differential
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign tax credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.3
2.9
0.1
(6.5)
1.5

3.0
4.5
(0.1)
(5.4)
0.5

3.3
4.8
(1.4)
(2.5)
(0.7)

Actual provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

35.3% 37.5% 38.5%

The Company accounts for uncertain income tax positions in accordance with ASC Topic 740 Income
Taxes. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign
jurisdictions. As of January 31, 2015, there was an increase in the unrecognized tax position reserve of

F-17

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

approximately $102,000, net of federal tax benefit to $970,000, for the current year accrual of interest and
penalties on existing uncertain income tax positions reserves. The Company currently has tax years open
from the years ended January 31, 2012 through January 31, 2015, with the exception of certain state tax
jurisdictions.

The Company’s policy on classification is to include interest in “interest and financing charges” and
penalties in “selling, general and administrative expense” in the accompanying Consolidated Statements of
Income and Comprehensive Income. The Company and certain of its subsidiaries are subject to U.S.
Federal income tax as well as income tax of multiple state, local, and foreign jurisdictions. The Company is
currently under U.S. Federal income tax examination for the year ended January 31, 2012. One of its
foreign subsidiaries, T.R.B International S.A., has a ruling with the Swiss government that taxes commercial
foreign sourced income at an 11.6% rate. The ruling was extended to the year ending January 31, 2018.

Undistributed earnings of the Company’s foreign subsidiaries amounted to approximately $11.9
million at January 31, 2015. Those earnings are considered indefinitely reinvested and, accordingly, no
provision for U.S. income taxes has been provided thereon. Upon distribution of those earnings in the form
of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an
adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries, as
applicable. At this point in time it is not practical to estimate the amount of taxes payable if the earnings
were remitted.

NOTE G — COMMITMENTS AND CONTINGENCIES

Lease Agreements

The Company leases warehousing, executive and sales facilities, retail stores, equipment and vehicles
under operating leases with options to renew at varying terms. Leases with provisions for increasing rents
have been accounted for on a straight-line basis over the life of the lease.

Certain leases provide for contingent rents, which are determined as a percentage of gross sales. The
Company records a contingent rent liability in accrued expenses on the Consolidated Balance Sheets and
the corresponding rent expense on the Consolidated Statements of Income and Comprehensive Income
when management determines that achieving the specified levels during the fiscal year is probable.

The following schedule sets forth the future minimum rental payments for operating leases having

non-cancelable lease periods in excess of one year at January 31, 2015:

Year Ending January 31,

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount

(In thousands)

$ 66,108
59,622
53,095
47,703
43,536
155,516

$425,580

Rent expense on the above operating leases for the years ended January 31, 2015, 2014 and 2013 was

approximately $72.6 million, $48.3 million and $31.6 million, respectively.

F-18

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

License Agreements

The Company has entered into license agreements that provide for royalty payments ranging from 4%
to 19% of net sales of licensed products as set forth in the agreements. The Company incurred royalty
expense (included in cost of goods sold) of approximately $109.6 million, $101.5 million and $85.2 million
for the years ended January 31, 2015, 2014 and 2013, respectively. Contractual advertising expense, which is
normally based on a percentage of net sales associated with certain license agreements (included in selling,
general and administrative expense), was $32.1 million, $30.0 million and $24.9 million for the years ended
January 31, 2015, 2014 and 2013, respectively. Based on minimum net sales requirements, future minimum
royalty and advertising payments required under these agreements are:

Year Ending January 31,

Amount

(In thousands)

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 91,453

2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

65,110

57,653
50,129
43,026
157,998

$465,369

NOTE H — STOCKHOLDERS’ EQUITY

Public Offering

In June 2014, the Company sold 1,725,000 shares of its common stock, including 225,000 shares sold
pursuant to the exercise in full of the underwriters’ option to purchase additional shares, at a public offering
price of $77.63 per share. The Company received net proceeds of $128.7 million from the offering after
payment of underwriting discounts and expenses of the offering. The net proceeds are currently being used
for general corporate purposes.

Share Repurchase Program

In September 2011, the Company’s board of directors authorized a program to repurchase up to two
million shares of its common stock. The timing and actual number of shares repurchased will depend upon
a number of factors, including market conditions and prevailing stock prices. Share repurchases may take
place on the open market, in privately negotiated transactions or by other means, and would be made in
accordance with applicable securities laws. Pursuant to the share repurchase program, during fiscal 2012,
the Company repurchased 125,000 shares of
its common stock for an aggregate purchase price of
approximately $2.9 million. Repurchased shares are accounted for as treasury stock at cost and will be held
in treasury for future use.

The Company did not repurchase any shares during fiscal 2015. The Company’s credit agreement
permits the Company to make payments for cash dividends, stock redemptions and share repurchases
subject to compliance with certain covenants.

Stock Plan

As of January 31, 2015, the Company has 480,683 shares available for grant under its stock plan. The
plan provides for the grant of equity and cash awards, including restricted stock awards, stock options and
other stock unit awards to directors, officers and employees. Restricted stock unit awards vest over a three
to five year period. In addition to the time vesting condition, these awards may include market and
performance conditions, including a price vesting performance condition and, in certain cases, an earnings

F-19

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

after taxes or net income per diluted share performance target. It is the Company’s policy to grant stock
options at prices not less than the fair market value on the date of the grant. Option terms, vesting and
exercise periods vary, except that the term of an option may not exceed ten years.

Restricted Stock

Awards
Outstanding

Weighted Average
Grant Date
Fair Value

Unvested as of January 31, 2013 . . . . . . . . . . . . . . . . . . . . .

1,056,731

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

315,750

(236,316)

(15,988)

Unvested as of January 31, 2014 . . . . . . . . . . . . . . . . . . . . .

1,120,177

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

261,085
(333,531)
(2,025)

Unvested as of January 31, 2015 . . . . . . . . . . . . . . . . . . . . .

1,045,706

$29.01

$51.96

$22.04

$29.01

$36.95

$68.51
$28.16
$54.88

$47.59

For restricted shares with market price conditions, the Company estimates the grant date fair value
using a lattice model. This valuation is performed with the assistance of a third party valuation specialist.
For restricted shares with no market price conditions, shares are valued at the market price on the date of
grant.

The Company recognized $11.6 million, $9.2 million and $7.0 million in compensation expense for the
years ended January 31, 2015, 2014 and 2013, respectively, related to restricted stock grants. At January 31,
2015, 2014 and 2013, unrecognized costs related to the restricted stock units totaled approximately $32.2
million, $26.1 million and $21.4 million, respectively.

Stock Options

Information regarding all stock options for fiscal 2015, 2014 and 2013 is as follows:

2015

2014

2013

Weighted
Average
Exercise

Weighted
Average
Exercise

Shares

Shares

Stock options outstanding at

beginning of year

. . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . .
Cancelled or forfeited . . . . . . . . . . .

Stock options outstanding at end of

268,488
(33,900)

$22.21
$21.51
— $ —
— $ —

382,054
(109,766)

$20.79
$17.36
— $ —
$19.39

(3,800)

Weighted
Average
Exercise

$16.59
$11.82
$28.72
$18.40

Shares

417,722
(120,518)
85,000
(150)

year . . . . . . . . . . . . . . . . . . . . . .

234,588

$22.32

268,488

$22.21

382,054

$20.79

Exercisable . . . . . . . . . . . . . . . . . . .

125,088

$17.26

159,238

$18.65

224,121

$16.89

F-20

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes information about stock options outstanding:

Range of Exercise Prices

$8.00 – $12.00 . . . . . . . . . . . .

$12.01 – $16.00 . . . . . . . . . . . .

$16.01 – $40.00 . . . . . . . . . . . .

Number
Outstanding as of
January 31,
2015

Weighted
Average
Remaining
Contractual Life

11,400

49,100

174,088

234,588

3.41

3.07

5.91

Weighted
Average
Exercise
Price

$10.18

$13.55

$25.58

Number
Exercisable as of
January 31,
2015

11,400

49,100

64,588

125,088

Weighted
Average
Exercise
Price

$10.18

$13.55

$21.32

The fair value of stock options was estimated using the Black-Scholes option-pricing model. This
model requires the input of subjective assumptions that will usually have a significant impact on the fair
value estimate. No stock options were granted during the year ended January 31, 2015 and the year ended
January 31, 2014. The following table summarizes the weighted average assumptions used in the
Black-Scholes option pricing model for grants in fiscal 2013:

Expected stock price volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected lives of options
Directors and officers
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2013

58.2% – 68.5%

7 years
6 years
0.3% – 0.6%
0%

The weighted average volatility for the current period was developed using historical volatility for

periods equal to the expected term of the options.

The risk-free interest rate was developed using the U.S. Treasury yield curve for periods equal to the
expected term of the options on the grant date. An increase in the risk-free interest rate will increase stock
compensation expense.

The dividend yield is a ratio that estimates the expected dividend payments to shareholders. The

Company has not declared a cash dividend and has estimated dividend yield at 0%.

The expected term of stock option grants was developed after considering vesting schedules, life of the
increase stock

option, and historical experience. An increase in the expected holding period will
compensation expense.

The Company is required to recognize stock-based compensation based on the number of awards that
are ultimately expected to vest. As a result, for most awards, recognized stock compensation was reduced
for estimated forfeitures prior to vesting primarily based on an historical annual forfeiture rate. Estimated
forfeitures will be reassessed in subsequent periods and may change based on new facts and circumstances.

The weighted average remaining term for stock options outstanding was 5.2 years at January 31, 2015.
The aggregate intrinsic value at January 31, 2015 was $17.6 million for stock options outstanding and $10.0
million for stock options exercisable. The intrinsic value for stock options is calculated based on the exercise
price of the underlying awards and the market price of the Company’s common stock as of January 31,
2015, the reporting date.

Proceeds received from the exercise of stock options were approximately $729,000 and $1.9 million
during the years ended January 31, 2015 and 2014, respectively. The intrinsic value of stock options
exercised was $2.0 million and $4.0 million for the years ended January 31, 2015 and 2014, respectively. A
portion of this amount is currently deductible for tax purposes.

F-21

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company recognized approximately $541,000 in compensation expense for the year ended
January 31, 2015, $680,000 for the year ended January 31, 2014 and $1.0 million for the year ended
January 31, 2013, related to equity option award grants. As of January 31, 2015, approximately $533,000 to
unrecognized stock compensation related to unvested option awards (net of estimated forfeitures) is
expected to be recognized through the year ending January 31, 2017.

No options were granted during fiscal 2015 and 2014. The weighted average fair value at date of grant

for options granted during fiscal 2013 was $12.06 per option.

NOTE I — MAJOR CUSTOMERS

One customer accounted for approximately 18.7 %, 21.0 % and 21.3% of the Company’s net sales in
the licensed and non-licensed products segments for the years ended January 31, 2015, 2014 and 2013,
respectively.

NOTE J — EMPLOYEE BENEFIT PLANS

The Company maintains a 401(k) plan (the “Plan”) and trust for nonunion employees. In December
2013, the Company amended the plan to a non-discretionary matching contribution for 2014 of 100% of
the first 3% of the participant’s contributed pay plus 50% of the next 2% of the participant’s contributed
pay. Prior to 2014, at the discretion of the Company, the Company may have elected to match 50% of
employee contributions up to 6% of the participant’s compensation. The Company made matching
contributions of approximately $2.0 million, $1.3 million and $1.0 million for the years ended January 31,
2015, January 31, 2014 and 2013, respectively.

NOTE K — SEGMENTS

The Company’s reportable segments are business units that offer products through different channels
of distribution. The Company has three reportable segments: licensed products, non-licensed products and
retail operations. The Vilebrequin business was added to the non-licensed products segment upon its
acquisition in August 2012 and the G.H. Bass business was added to the retail operations segment upon its
acquisition in November 2013. There is substantial intersegment cooperation, cost allocations and sharing
of assets. As a result, the Company does not represent that these segments, if operated independently,
would report the operating results set forth in the table below. The following information, in thousands, is
presented for the fiscal years ended:

Licensed

Non-Licensed

Retail

Elimination(1)

Total

January 31, 2015

Net sales . . . . . . . . . . . . . . . . . . . . . . .
Cost of goods sold . . . . . . . . . . . . . . . .

$1,293,254
922,535

Gross profit

. . . . . . . . . . . . . . . . . . . .

Selling, general and administrative . . . . .
Depreciation and amortization . . . . . . .

370,719

251,117
4,832

$452,640
297,954

154,686

98,418
8,622

$499,284
267,430

$(128,323)
(128,323)

$2,116,855
1,359,596

231,854

222,455
6,920

—

—
—

757,259

571,990
20,374

Operating profit

. . . . . . . . . . . . . . . . .

$ 114,770

$ 47,646

$

2,479

$

— $ 164,895

F-22

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Licensed

Non-Licensed

Retail

Elimination(1)

Total

January 31, 2014

Net sales . . . . . . . . . . . . . . . . . . . . . . .

$1,145,182

$342,672

$298,008

$(67,631)

$1,718,231

Cost of goods sold . . . . . . . . . . . . . . . .

Gross profit

. . . . . . . . . . . . . . . . . . . .

Selling, general and administrative . . . . .

Depreciation and amortization . . . . . . .

820,162

325,020

228,306

2,433

230,186

112,486

84,885

7,581

150,505

147,503

127,315

3,662

(67,631)

1,133,222

—

—

—

585,009

440,506

13,676

Operating profit

. . . . . . . . . . . . . . . . .

$

94,281

$ 20,020

$ 16,526

$

— $ 130,827

Licensed

Non-Licensed

Retail

Elimination(1)

Total

January 31, 2013

Net sales . . . . . . . . . . . . . . . . . . . . . . .

$981,845

$281,916

$196,150

$(60,192)

$1,399,719

Cost of goods sold . . . . . . . . . . . . . . . .

702,361

203,853

102,370

(60,192)

Gross profit . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . .
Depreciation and amortization . . . . . . .

279,484
202,247
2,164

78,063
57,840
5,060

93,780
81,155
2,683

—
—
—

948,392

451,327
341,242
9,907

Operating profit . . . . . . . . . . . . . . . . . .

$ 75,073

$ 15,163

$

9,942

$

— $ 100,178

(1) Represents intersegment sales to the Company’s retail operations.

The Company allocates overhead to its business segments on various bases, which include units
shipped, space utilization, inventory levels, and relative sales levels, among other factors. The method of
allocation is consistent on a year-to-year basis.

The total assets for each of the Company’s reportable segments are as follows:

January 31,

2015

2014

(In thousands)

Licensed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Licensed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 441,516
242,963
182,363
179,876

Total Assets

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,046,718

2015

2014

$361,634
225,163
129,895
114,205

$830,897

2013

Geographic Region

Revenues

Long-Lived
Assets

Revenues

Long-Lived
Assets

Revenues

Long-Lived
Assets

United States . . . . . . . . . . . .

$1,796,358

$132,822

$1,528,473

$106,638

$1,333,885

$ 81,606

Non-United States . . . . . . . . .

320,497

115,030

189,758

138,069

65,834

119,582

$2,116,855

$247,852

$1,718,231

$244,707

$1,399,719

$201,188

(In thousands)

Capital expenditures for locations outside of the United States represented $6.4 million in the fiscal
year ended January 31, 2015. They were not significant in each of the fiscal years ended January 31, 2014
and 2013.

F-23

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE L — OTHER INCOME

Sale of rights to operate Calvin Klein Performance stores in Asia

In September 2014, the Company entered into agreements that terminated its rights to operate Calvin
Klein Performance Stores in Asia, which included the sale to the licensor, PVH Corp., of the Company’s
51% interest in G-T (International) Fashion Company Limited, a joint venture that operated Calvin Klein
Performance stores in China. The sale of the joint venture interest resulted in a $1.9 million gain in the year
ended January 31, 2015. The licensor agreed to pay the Company $3.5 million in consideration of the early
termination of previously granted rights to operate Calvin Klein Performance stores in Japan, Taiwan and
Singapore. These amounts are included in other income in the year ended January 31, 2015.

Repurchase of unsecured promissory notes

In October 2014, the Company repurchased the €15.0 million principal amount of unsecured
promissory notes (the “notes”) issued in August 2012 as part of the consideration for the acquisition of`
Vilebrequin. The notes were due December 31, 2017 and carried a stated interest rate of 5% per annum. The
notes were repurchased for €13.5 million, representing approximately a 10% discount on the outstanding
amount of the notes, which resulted in a gain of €1.5 million (approximately $1.9 million using the
transaction date exchange rate).

Contingent consideration adjustment

In addition to the aggregate consideration paid at closing, the purchase agreement relating to the
acquisition of Vilebrequin provided for contingent consideration of up to €22.5 million (approximately
$27.9 million using the acquisition date exchange rate) based upon Vilebrequin achieving certain
performance objectives related to the growth of its business over the three years ending December 31, 2015.
As of the acquisition date, the estimated fair value of the contingent consideration payable was $5.5 million
(based on the acquisition date exchange rate). The Company is required to assess the probability of
Vilebrequin achieving these performance objectives which requires management to make certain estimates
and judgments based on forecasts of future performance. As of October 31, 2014, the fair value of the
liability was estimated using a discounted cash flow technique with significant inputs that are not
observable in the market and thus represent a Level 3 fair value measurement as defined in the FASB’s
Accounting Standards Codification (ASC) 820 - Fair Value Measurements and Disclosures. The significant
inputs in the Level 3 measurement not supported by market activity included the probability assessments of
expected future cash flows related to Vilebrequin until the end of the earnout period, appropriately
the purchase agreement. Based upon
discounted and calculated in accordance with the terms of
Vilebrequin’s most recent forecast and the related discounted cash flows, the Company has revised its prior
estimate of the fair value of the contingent consideration payable to €0.8 million (approximately $1.0
million using the transaction date exchange rate), which resulted in a gain in the year ended January 31,
2015 of €3.2 million (approximately $4.2 million using the transaction date exchange rate).

F-24

G-III Apparel Group, Ltd. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE M — QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized quarterly financial data, in thousands, except per share amounts, for the fiscal years ended

January 31, 2015 and 2014 are as follows:

Quarter Ended

April 30,
2014

July 31,
2014

October 31,
2014

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$366,192

$424,010

$812,330

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . .

130,133

Net income attributable to G-III . . . . . . . . . . . .

1,290

148,384

6,236

295,252

80,615

Net income per common share

January 31,
2015

$514,323

183,490

22,220

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

0.06

0.06

$

$

0.29

0.29

$

$

3.60

3.53

$

$

0.99

0.96

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to G-III . . . . . . . . . . . .
Net income per common share

April 30,
2013

$272,615
92,453
1,118

Quarter Ended

July 31,
2013

$304,158
99,423
3,592

October 31,
2013

$668,702
226,945
59,595

January 31,
2014

$472,756
166,187
13,055

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

0.06
0.05

$
$

0.18
0.17

$
$

2.92
2.85

$
$

0.64
0.62

NOTE N — SUBSEQUENT EVENTS

The Company has considered subsequent events up to the filing date and does not believe there are any

occurrences that would have a material impact on the Company’s results of operations.

F-25

G-III Apparel Group, Ltd. and Subsidiaries

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
Years ended January 31, 2015, 2014 and 2013

Description

Year ended January 31, 2015

Deducted from asset accounts

Balance at
Beginning
of Period

Charged to
Costs and
Expenses

Deductions
(a)

Balance at
End of
Period

(In thousands)

Allowance for doubtful accounts . . . . . . . . . . . . . . . . .
Reserve for sales allowances(b) . . . . . . . . . . . . . . . . . . .

$

642
54,345

$

584
162,233

$

152
164,211

$ 1,074
52,367

$54,987

$162,817

$164,363

$53,441

Year ended January 31, 2014

Deducted from asset accounts

Allowance for doubtful accounts . . . . . . . . . . . . . . . . .
Reserve for sales allowances(b) . . . . . . . . . . . . . . . . . . .

$ 1,189
44,758

355
$
141,595

$

902
132,008

$

642
54,345

$45,947

$141,950

$132,910

$54,987

Year ended January 31, 2013

Deducted from asset accounts

Allowance for doubtful accounts . . . . . . . . . . . . . . . . .
Reserve for sales allowances(b) . . . . . . . . . . . . . . . . . . .

$ 1,483
32,953

$
206
114,416

$

500
102,611

$ 1,189
44,758

$34,436

$114,622

$103,111

$45,947

(a) Accounts written off as uncollectible, net of recoveries.

(b) See Note A in the accompanying Notes to Consolidated Financial Statements for a description of sales

allowances.

S-1

SHAREHOLDER INFORMATION

BOARD OF DIRECTORS

CORPORATE OFFICERS

CORPORATE INFORMATION

Morris Goldfarb
Chairman, Chief Executive Officer
and President
G-III Apparel Group, Ltd.

Morris Goldfarb
Chairman, Chief Executive Officer
and President

Sammy Aaron
Vice Chairman

Wayne S. Miller
Chief Operating Officer

Neal S. Nackman
Chief Financial Officer

Sammy Aaron
Vice Chairman
G-III Apparel Group, Ltd.

Thomas J. Brosig
Business Consultant

Alan Feller
Executive Vice-President
G-III Apparel Group, Ltd., Retired

Jeffrey Goldfarb
Director of Business Development
G-III Apparel Group, Ltd.

Jeanette Nostra
Senior Advisor
G-III Apparel Group, Ltd.

Laura Pomerantz
Vice Chairman
Cushman & Wakefield

Allen Sirkin
Chief Operating Officer
PVH Corp., Retired

Willem van Bokhorst
Managing Partner
STvB Advocaten

Cheryl Vitali
General Manager
Kiehl’s Worldwide division of L’Oreal

Richard White
Managing Director
Oppenheimer & Co. Inc.

Corporate Office
512 Seventh Avenue
New York, New York 10018

Auditors
Ernst & Young L.L.P.
5 Times Square
New York, New York 10036

Legal Counsel
Norton Rose Fulbright US LLP.
666 Fifth Avenue
New York, New York 10103

Corporate Stock Listing
NASDAQ Global Select
Market Symbol: GIII

Registrar and Transfer Agent
Wells Fargo Shareowner Services
1110 Centre Pointe Curve
Suite 101
MAC N9173-010
Mendota Heights, MN 55120

Annual Meeting
The Annual Meeting of
Shareholders will be held at the
offices of:

Norton Rose Fulbright
666 Fifth Avenue
New York, New York 10103,
33rd Floor at 10:00 A.M. on
Tuesday, June 9, 2015.
All shareholders are cordially
invited to attend.