What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-03-26 compared with 2020-03-30 · 264 added, 200 removed, 307 unchanged (60% of the section changed)

6 unchanged sentences

We and our predecessors have conducted our business since 1974.

All share and per share data in this Annual Report on Form 10-K have been retroactively adjusted to reflect our two-for-one stock split effected on May 1, 2015.

G-III designs, sources and markets an extensive range of apparel, including outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear, as well as women’s handbags, footwear, small leather goods, cold weather accessories and luggage.

We design, source and market an extensive range of apparel, including outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear, as well as women’s handbags, footwear, small leather goods, cold weather accessories and luggage.

G-III has a substantial portfolio of more than 30 licensed and proprietary brands, anchored by five global power brands:

DKNY, Donna Karan, Calvin Klein, Tommy Hilfiger and Karl Lagerfeld Paris.

We are not only licensees, but also brand owners, and we distribute our products through multiple brick and mortar and online channels.

We are not only licensees, but also brand owners, and we distribute our products through multiple channels.

Our own proprietary brands include DKNY, Donna Karan, Vilebrequin, G.H.

Bass, Eliza J, Jessica Howard, Andrew Marc and Marc New York.

We sell products under an extensive portfolio of well-known licensed brands, including Calvin Klein, Tommy Hilfiger, Karl Lagerfeld Paris, Kenneth Cole, Cole Haan, Guess?, Vince Camuto, Levi’s and Dockers.

Bass, Eliza J, Jessica Howard, Andrew Marc, Marc New York and Wilsons Leather.

We sell products under an extensive portfolio of well-known licensed brands, including Calvin Klein, Tommy Hilfiger, Karl Lagerfeld Paris, Levi’s, Guess?, Kenneth Cole, Cole Haan, Vince Camuto and Dockers.

Through our team sports business, we have licenses with the National Football League, National Basketball Association, Major League Baseball, National Hockey League and over 150 U.S.

1 unchanged sentence

We also source and sell products to major retailers under their private retail labels.

Our products are sold through a cross section of leading retailers such as Macy’s, Dillard’s, Lord & Taylor, Hudson’s Bay Company, including their Saks Fifth Avenue division, Nordstrom, Kohl’s, TJX Companies, Ross Stores and Burlington.

We also sell our products over the web through retail partners such as macys.com and nordstrom.com, each of which has a substantial online business.

Our products are sold through a cross section of leading retailers such as Macy’s, Dillard’s, Hudson’s Bay Company, including their Saks Fifth Avenue division, Nordstrom, Kohl’s, TJX Companies, Ross Stores and Burlington.

We also sell our products over the web through retail partners such as macys.com, nordstrom.com and dillards.com, each of which has a substantial online business.

In addition, we sell to pure play online retail partners such as Amazon and Fanatics.

We also distribute apparel and other products through our own retail stores.

Substantially all of our DKNY, Wilsons Leather and G.H.

Bass stores are operated as outlet stores.

As of January 31, 2020, we operated 124 Wilsons Leather stores, 99 G.H.

Bass stores, 43 DKNY stores, 12 Karl Lagerfeld Paris stores and 4 Calvin Klein Performance stores, of which 275 were located in the continental United States and 7 are located internationally.

Wilsons Leather, G.H.

Bass, Andrew Marc, DKNY and Karl Lagerfeld Paris each operates its own online store.

We are currently in the process of restructuring our retail operations segment which is expected to substantially reduce the number of stores we operate.

In addition, as of January 31, 2020, Vilebrequin products were distributed through 106 company-operated stores, 58 franchised locations and e-commerce stores located internationally and in the United States.

We also distribute apparel and other products directly to consumers through our own DKNY and Karl Lagerfeld retail stores, as well as through our digital channels for the DKNY, Donna Karan, Karl Lagerfeld Paris, G.H.

Bass, Andrew Marc and Wilsons Leather businesses.

In June 2020, we announced the restructuring of our retail operations, including the closure of the Wilsons Leather and G.H.

We completed the closing of our Wilsons Leather and G.H.

Bass stores in fiscal 2021.

We believe this restructuring will enable us to reduce our losses and re-position our retail operations with a goal of becoming a profitable contributor to our business.

See “―Recent Developments” for further information about our retail restructuring.

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 report based on two segments:

3 unchanged sentences

Bass and Andrew Marc.

Our retail operations segment consists primarily of direct sales to consumers through our company-operated stores, composed primarily of Wilsons Leather, G.H.

Bass and DKNY stores, substantially all of which are operated as outlet stores, as well as a smaller number of Karl Lagerfeld Paris and Calvin Klein Performance stores.

This segment also includes sales through our owned websites for the DKNY, Donna Karan, Karl Lagerfeld Paris, Andrew Marc, Wilsons Leather and G.H.

Bass businesses.

Our retail operations segment consists primarily of direct sales to consumers through our company-operated stores and through digital channels.

In June 2020, we commenced the restructuring of our retail operations, including the closure of the Wilsons Leather, G.H.

Bass and Calvin Klein Performance stores.

The closure of these stores was completed during fiscal 2021.

After completion of the restructuring, our retail operations segment consists of our DKNY and Karl Lagerfeld Paris stores, as well as the digital channels for DKNY, Donna Karan, Karl Lagerfeld Paris, G.H.

Bass, Andrew Marc and Wilsons Leather.

Recent Developments

Impact of COVID-19 Pandemic

The COVID-19 pandemic has affected businesses around the world for over a year.

A national emergency was declared in the United States as a result of the COVID-19 pandemic.

Federal, state and local governments and private entities mandated various restrictions, including closing of retail stores and restaurants, travel restrictions, restrictions on public gatherings, stay at home orders and advisories, and quarantining of people who may have been exposed to the virus.

The response to the COVID-19 pandemic has negatively affected the global economy, disrupted global supply chains, and created significant disruption of the financial and retail markets, including a disruption in consumer demand for apparel and accessories.

The COVID-19 pandemic has had multiple impacts on our business, including, but not limited to, the temporary closure of our and our customers’ stores, disruption to both international and domestic tourism and disruption to consumer shopping habits.

The COVID-19 pandemic impacted our business operations and results of operations throughout fiscal 2021 resulting in lower sales and profitability.

COVID-19 could continue to have an adverse impact on our results of operations and liquidity, the operations of our suppliers, vendors and customers, and on our employees as a result of quarantines, facility closures, and travel and logistics restrictions.

Even as businesses have reopened as governmental restrictions were loosened with respect to stay at home orders and various restrictions with respect to the operation of retail businesses, the ultimate economic impact of the COVID-19 pandemic is highly uncertain.

We expect that our business operations and results of operations, including our net sales, earnings and cash flows, will continue to be adversely impacted in fiscal 2022.

During this crisis we have been focused on protecting the health and safety of our employees, our customers and our communities.

We have taken precautionary measures intended to help minimize the risk of COVID-19 to our employees, including requiring our employees to work remotely during the first half of fiscal 2021.

During the second half of fiscal 2021, our personnel have started to work in our offices on a part-time, capacity restricted basis.

Having our employees work remotely may disrupt our operations or increase the risk of a cybersecurity incident.

As a result, we have taken steps to mitigate the increased cybersecurity risks associated with remote working and reliance on videoconferencing platforms.

Most of our retail partners, including our largest customer, Macy’s, closed their stores in North America during the initial reaction to the pandemic in the Spring of 2020.

Some of our customers, such as Costco and Sam’s Club, remained open for business.

Our retail partners have since reopened with certain limitations and restrictions.

Our retail partners that closed stores asked to cancel orders and extend their payment terms with us.

We continue to negotiate resolutions with our retail partners that are equitable and fiscally responsible for each of us.

Certain of our retail partners have publicized actual or potential bankruptcy filings or other liquidity issues that could impact our anticipated income and cash flows, as well as require us to record additional accounts receivable reserves.

In addition, we could be required to record increased excess and obsolete inventory reserves due to decreased sales or noncash impairment charges related to our intangible assets or goodwill due to reduced market values and cash flows.

Further, a more promotional retail environment may cause us to lower our prices or sell existing inventory at larger discounts than in the past, negatively impacting our margins.

There is significant uncertainty around the breadth and duration of business disruptions related to the COVID-19 pandemic, as well as its impact on the U.S.

and global economies and on consumer willingness to visit stores as they re-open.

Consumer businesses have re-opened in most areas of the United States under governmental social distancing and other restrictions that are expected to limit the scope of operations for an unknown period of time compared to pre-COVID-19 business operations.

These restrictions are expected to adversely impact sales even as retail stores are open again.

The extent to which COVID-19 impacts our results will depend on continued developments in the public and private responses

to the pandemic and the success and efficacy of efforts in the United States and around the world to vaccinate people against COVID-19.

The continued impact of COVID-19 remains highly uncertain and cannot be predicted.

New information may emerge concerning the severity of the outbreak and the spread of variants of the COVID-19 virus in locations that are important to our business.

Actions taken to contain COVID-19 or treat its impact may change or become more restrictive as additional waves of infections occur, or continue to occur, as a result of the loosening of governmental restrictions.

In response to these challenges, we have taken measures to preserve liquidity and contain costs that include, but are not limited to, employee furloughs, job eliminations, temporary salary reductions, reduced advertising and other promotional spending and deferral of capital projects.

We also reviewed our inventory needs and worked with suppliers to curtail, or cancel, production of product which we believed would not be able to be sold in season.

We worked with our suppliers, landlords and licensors to renegotiate related agreements and extend payment terms in order to preserve capital.

During the second half of fiscal 2021, certain furloughed employees were reinstated and salaries that had been reduced were increased to their pre-pandemic levels.

We also received royalty relief from certain licensors.

Refinancing of our Term Loan and Revolving Credit Facility

On August 7, 2020, we completed a private debt offering of $400 million aggregate principal amount of our 7.875% Senior Secured Notes due 2025 (the “Notes).

The net proceeds of the Notes were used (i) to repay our prior term loan facility due 2022, (ii) to pay related fees and expenses and (iii) for general corporate purposes.

The Notes bear interest at a rate of 7.875% per year payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2021.

Also on August 7, 2020, we entered into the second amended and restated credit agreement (the “ABL Credit Agreement”) The ABL Credit Agreement is a five year senior secured credit facility and provides for borrowings in the aggregate principal amount of up to $650 million.

The ABL Credit Agreement refinances, amends and restates our prior Amended Credit Agreement which provided for borrowings of up to $650 million and was due to expire in December 2021.

For a description of the Notes, the ABL Credit Agreement and our other debt instruments, see “Liquidity and Capital Resources” under Item 7 of this Annual Report on Form 10-K.

Restructuring of Our Retail Operations Segment

In June 2020, we commenced a restructuring of our retail operations segment, including the closing of the Wilsons Leather, G.H.

Bass and Calvin Klein Performance stores.

All store closings included in the restructuring were completed as of the end of fiscal 2021.

Bass, Andrew Marc and Wilsons Leather.

In addition to the stores operated as part of our retail operations segment, as of January 31, 2021, Vilebrequin products were distributed through 98 company-operated stores and owned digital channels in Europe and the United States, as well as through 71 franchised locations.

In connection with the restructuring of our retail operations, we incurred an aggregate charge of approximately $100 million related to store operating costs, landlord termination fees, severance costs, store liquidation and closing costs, write-offs related to right-of-use assets and legal and professional fees.

The cash portion of this charge was approximately $65 million.

Our ongoing plan focuses on the operations and growth of our DKNY and Karl Lagerfeld Paris stores, as well as operating our digital business.

Our plan is based on the assumed continued strength of the DKNY and Karl Lagerfeld brands, changes in planning and allocation and improvements in gross margin.

We expect to reduce corporate headcount and administrative costs, while expanding our store base.

We need to successfully implement this strategy in order to significantly reduce the losses in our retail operations with the goal of ultimately attaining profitability in our retail operations segment.

Strategic Initiatives

6 unchanged sentences

- There are no channel restrictions, permitting us to market our products internationally, and to utilize a variety of different distribution channels, including online and off-price channels.

- We are able to license our proprietary brands in new categories and geographies to best in class licensees.

- We are able to license our proprietary brands in new categories and geographies to carefully selected licensees.

- We are able to build equity in these brands to benefit the long-term interests of our stockholders.

● Develop and expand our DKI business:

We believe that DKNY and Donna Karan are two of the most iconic and recognizable power brands and that we are well positioned to unlock their potential.

We are focusing on the expansion of the DKNY brand, while continuing to re-establish Donna Karan and other associated brands.

We are leveraging our demonstrated ability to drive organic growth and develop talent within our Company to maximize the potential of the DKNY and Donna Karan brands.

In fiscal 2018 and fiscal 2019, we restructured and repositioned the DKNY and Donna Karan brands.

We re-launched the DKNY apparel line and also re-launched Donna Karan as an aspirational luxury brand that is priced above DKNY and targeted to fine department stores globally.

Our strategy is for DKNY and Donna Karan to be more accessible brands, both designed and priced to reach a wider range of customers.

We believe there is untapped global licensing and distribution potential for these brands and aim to grow royalty streams in the DKNY and Donna Karan businesses through expansion of additional categories with existing licensees, as well as new categories with new licensees.

For example, we launched our DKNY Jeans denim collection during fiscal 2021.

We are committed to making DKNY a fashion and lifestyle brand of choice.

● Focusing on our five global power brands:

4 unchanged sentences

We have leveraged the strength of our power brands to become a supplier of choice in a diversified range of product categories.

This year, we expanded our expertise into the denim category and launched our first Calvin Klein Jeans denim collection during our third quarter of fiscal 2020.

We expect to launch our Tommy Hilfiger Jeans and DKNY Jeans denim collections in fiscal 2021.

We believe that our ability to add new product categories to our portfolio is one of our core competencies and that denim will provide another area of growth for us.

● Expanding our international business:

2 unchanged sentences

We are expanding our DKNY business globally through our distribution partners in key regions.

The key markets in which our DKNY merchandise is currently distributed include the Middle East, Russia, Indonesia, the Philippines, South East Asia and Korea, as well as in China where we operate through a joint venture.

The key markets in which our DKNY merchandise is currently distributed include the Middle East, South East Asia and Korea, as well as in China.

Continued growth, brand development and marketing in these key markets is critical to driving global brand recognition.

● Increasing online business opportunities:

We are continuing to make changes to our business to address the additional challenges and opportunities created by the evolving role of the online marketplace in the retail sector and expect to increase the sale of our products in an omni-channel environment.

● Increasing digital channel business opportunities:

We are continuing to make changes to our business to address the additional challenges and opportunities created by the evolving role of the digital marketplace in the retail sector and expect to increase the sale of our products in an omni-channel environment.

We are investing in digital personnel, marketing, logistics, planning and distribution.

We believe that consumers are increasingly engaging with brands through online channels, and that this trend will continue to grow in the coming years.

The five global power brands that serve as the anchor of our business position us to be the direct beneficiaries of this trend, whether by continuing to leverage our partnerships with the online businesses operated by our licensors and major retailers to facilitate customer engagement or by building out our own online capabilities.

● Reducing the losses in our retail operations:

We are working towards the restructuring of our retail operations, which would greatly reduce the number of stores we operate and the losses we are incurring.

We are working diligently with our landlords and outside advisors with a view to closing a significant number of stores in order to reshape and right-size our retail operations.

Our ongoing plan for our retail business focuses on the operations and growth of our DKNY and Karl Lagerfeld Paris stores, as well as our e-commerce business.

Our plan is based on the assumed continued strength of the DKNY and Karl Lagerfeld brands, improved store productivity, changes in planning and allocation and improvements in gross margin and payroll leverage.

The ongoing development of the DKI businesses serves as a pillar of our strategic efforts.

The acquisition of DKI added two proprietary power brands to our growing portfolio and the ability to expand our footprint globally, while enabling us to compete more effectively in omni-channel retail.

The acquisition of DKI fit squarely into our strategy to diversify and expand our business and to increase our ownership of brands.

We believe that DKNY and Donna Karan are two of the most iconic and recognizable power brands and that we are well positioned to unlock their potential, resulting in a much bigger opportunity than their previous management had realized.

We are focusing on the expansion of the DKNY brand, while continuing to re-establish Donna Karan and other associated brands.

We are leveraging our demonstrated ability to drive organic growth and develop talent throughout our company to maximize the potential of the DKNY and Donna Karan brands.

In fiscal 2018 and fiscal 2019, we restructured and repositioned the DKNY and Donna Karan brands.

We re-launched the DKNY apparel line and also re-launched Donna Karan as an aspirational luxury brand that is priced above DKNY and targeted to fine department stores globally.

These steps began paying off in the second half of fiscal 2018 and through fiscal 2019.

Our strategy is for DKNY and Donna Karan to be more accessible brands, both designed and priced to reach a wider range of customers.

We believe there is untapped global licensing and distribution potential for these brands and intend to grow royalty streams in the DKNY and Donna Karan businesses through expansion of additional categories with existing licensees, as well as new categories with new licensees.

We are committed to making DKNY the premier fashion and lifestyle brand.

We expect to launch our DKNY Jeans denim collection during fiscal 2021.

The acquisition of DKI was not our only recent important strategic initiative.

We have continually expanded our relationship with Calvin Klein, our most important license relationship representing over $1 billion of our sales in fiscal 2020.

Initially, we had licenses for Calvin Klein men’s and women’s outerwear.

We subsequently added licenses for women’s suits, dresses, women’s performance wear, women’s better sportswear, men’s and women’s swimwear, women’s handbags and small leather goods and luggage.

In June 2019, we expanded our relationship with Calvin Klein by entering into a license agreement with an initial term of five years for the design, production and wholesale distribution of Calvin Klein Jeans women’s jeanswear in the United States and Canada.

Shipments of our first Calvin Klein Jeans women’s jeanswear line began during our third quarter of fiscal 2020.

We also have a significant relationship with Tommy Hilfiger, with whom we have a multi-category womenswear license in the United States and Canada.

This license for women’s sportswear, dresses, suit separates, performance and denim is in addition to our Tommy Hilfiger men’s and women’s outerwear license and Tommy Hilfiger luggage license, both also in the United States and Canada.

We expect to launch our Tommy Hilfiger Jeans denim collection in fiscal 2021.

We own a 49% interest in a joint venture that owns the trademarks for the Karl Lagerfeld brand in North America.

As part of that relationship, we have a long-term license agreement with the joint venture for the Karl Lagerfeld Paris brand in North America, pursuant to which we produce and distribute women’s apparel, women’s footwear, women’s handbags, men’s apparel, men’s footwear and luggage under the Karl Lagerfeld Paris brand.

Competitive Strengths

We believe that retailers today are seeking resources with the size and power to partner effectively on all aspects of the supply chain, from design, sourcing and quality control to logistics and warehousing.

We believe that G-III is a partner of choice in these endeavors, and that we are able to capitalize on the following competitive strengths to expand our position as an all-season diversified apparel company:

Broad portfolio of recognized brands.

We believe that consumers are increasingly engaging with brands through digital channels, and that this trend will continue to grow in the coming years.

The five global power brands that serve as the anchor of our business position us to be the direct beneficiaries of this trend, whether by continuing to leverage our partnerships with the digital channel businesses operated by our licensors and major retailers to facilitate customer engagement or by building out our own digital capabilities.

● Opportunity for long-term profitability in our retail operations :

In June 2020, we commenced a restructuring of our retail operations segment, including the closing of the Wilsons Leather, G.H.

Bass and Calvin Klein Performance stores.

All store closings included in the restructuring were completed as of the end of fiscal 2021.

Bass, Andrew Marc and Wilsons Leather.

Part of our restructuring plan includes making significant changes to our DKNY and Karl Lagerfeld retail operations.

We believe that this restructuring plan will enable us to greatly reduce our retail losses and to ultimately position this segment to become profitable.

Our Strengths

Broad portfolio of globally recognized brands.

In an environment of rapidly changing consumer fashion trends, we benefit from a balanced mix of more than 30 licensed and proprietary brands anchored by five global power brands:

DKNY, Donna Karan, Calvin Klein, Tommy Hilfiger and Karl Lagerfeld Paris.

We believe we are a licensee of choice for well-known brands, as demonstrated by our partnerships with such brands as Calvin Klein, Tommy Hilfiger, Karl Lagerfeld Paris, Kenneth Cole, Cole Haan, Guess?, Vince Camuto, Levi’s and Dockers that have built a loyal following of both fashion-conscious consumers and retailers who desire high quality, well designed products.

In addition to our licensed brands, we own a number of proprietary brands, including DKNY, Donna Karan, Vilebrequin, G.H.

Bass, Eliza J, Jessica Howard, Andrew Marc and Marc New York.

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 own private label programs.

DKNY, Donna Karan, Calvin Klein, Tommy Hilfiger and Karl Lagerfeld Paris, which have strong brand equity and long-standing consumer appeal.

We believe that these five globally recognized power brands have potential for future growth.

Our overall brand portfolio includes other complementary brands that are diversified across product categories, price points, demographics, occasions, fits and sizes, and styles and genres.

Our proprietary brands include DKNY, Donna Karan, Vilebrequin, G.H.

Bass, Eliza J, Jessica Howard, Andrew Marc, Marc New York and Wilsons Leather.

We believe we are a licensee of choice for well-known brands, consisting of fashion brands including Calvin Klein, Tommy Hilfiger, Karl Lagerfeld Paris, Levi’s, Guess?, Kenneth Cole, Cole Haan, Vince Camuto, and Dockers and team sports oriented brands, including the National Football League, National Basketball Association, Major League Baseball, National Hockey League and over 150 U.S.

colleges and universities.

We believe that our well-diversified brand portfolio with power brands and complementary brands is well positioned to satisfy ongoing consumer needs and preferences.

Additionally, 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 customers to select us as a partner of choice for their own private label programs.

We currently market apparel and other products under, among others, the following licensed and proprietary brand names:

18 unchanged sentences

Wilsons Leather

Diversified distribution base.

Long-standing relationships forged with retailers and license partners through emphasis on design, sourcing and quality control.

We believe our core strengths provide a foundation that drives our partnerships with retailers and licensors.

Our in-house design and merchandising teams design substantially all of our licensed, proprietary and private label products, and our designers work closely with our licensors and private label customers to create designs and styles that represent the look they seek to project.

We believe that 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 service, brand stewardship and industry expertise have allowed us to continue to deliver as a go-to preferred partner for many of our customers.

Well-developed supply chain infrastructure is a key core competency that leverages strong vendor relationships developed over the past 40 years.

We have long-standing, trust-based relationships with our vendors that form the foundation of our global supply chain that has been built upon over the last 40 years.

We have a network of worldwide suppliers that allows us to access the highest quality products, negotiate competitive terms without relying on any single vendor, access new technology and design insights, and enhance our market intelligence.

We support and cultivate these relationships by continuously investing management time while also maintaining a physical presence in key jurisdictions.

We employ a quality control team and a sourcing group to ensure the quality of our products, as well as local teams that operate on the ground with a hands-on approach and a deep-rooted knowledge base with respect to our manufacturers.

By working closely with our global partners on all aspects of the supply chain, we aim to safeguard against potential disruptions.

We believe that we have a long-standing competitive advantage with our current supply chain partners and we continue to focus on broadening the breadth and depth of our inventory sourcing capabilities.

We continue to diversify our product portfolio and mix and we have proactively reduced the percentage of our inventory that is sourced from China.

Inventory sourced by us from China represented 32.8% of inventory purchased in fiscal 2021 compared to 49.5% in fiscal 2020 and 61.5% in fiscal 2019.

We continue to focus on methods aimed at bolstering production and devising and implementing strategies to further diversify our production base and expand sourcing capabilities across the globe while leveraging best practices and strong vendor relationships.

Diversified business mix across customers, price points, products, and distribution channels.

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.

Our products are sold to approximately 1,800 customers, including a cross section of retailers such as Macy’s, Dillard’s, Lord & Taylor, Hudson’s Bay Company, including their Saks Fifth Avenue division, Nordstrom, Kohl’s, TJX Companies, Ross Stores and Burlington, as well as membership clubs such as Costco and Sam’s Club.

Our products are sold to approximately 1,300 customers, including a cross section of retailers such as Macy’s, Dillard’s, Hudson’s Bay Company, including their Saks Fifth Avenue division, Nordstrom, Kohl’s, TJX Companies, Ross Stores and Burlington, as well as membership clubs such as Costco and Sam’s Club.

We also sell to pure play online retail partners such as Amazon and Fanatics.

Our strong relationships with retailers have been established through many years of personal customer service and adherence to meeting or exceeding retailer expectations.

Our strong relationships with retailers have been established through many years of personal customer service and our objective of meeting or exceeding retailer expectations.

In addition, we continue to make changes to our business to address the additional challenges and opportunities created by the evolving role of the online marketplace in the retail sector and expect to expand the sale of our products in an omni-channel environment.

Superior design, sourcing and quality control.

Our in-house design and merchandising teams design 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.

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, sourcing and marketing apparel has enabled us to build strong customer relationships and to become one of the leading dress and sportswear suppliers in the United States over the past several years, in addition to our long-term leadership position with respect to outerwear.

We have also expanded into other women’s and men’s apparel categories, as well as to non-apparel categories such as handbags, footwear, small leather goods, cold weather accessories and luggage.

As economic conditions waver and consumer trends change, we believe that our deep-rooted relationships across the retail landscape, diversified brands serving all types of consumers and our product portfolio mix that covers all price points allow us to operate on a flexible and advantageous basis.

Experienced management team.

4 unchanged sentences

Nackman, our Chief Financial Officer, has been with us for over 15 years and Jeffrey Goldfarb, our Executive Vice President, has been with us for over 15 years.

Our leadership team has demonstrated experience in successfully acquiring, managing, integrating and positioning new businesses having completed nine acquisitions and several joint ventures over the last 15 years, while also adding numerous new licenses and licensed products.

Wholesale Operations

2 unchanged sentences

Sales of licensed products accounted for 64.5% of our net sales in fiscal 2021, 59.4% of our net sales in fiscal 2020 and 57.4% of our net sales in fiscal 2019.

Our most significant licensor is Calvin Klein with whom we have ten different license agreements in the United States and Canada.

Our most significant licensor is Calvin Klein with whom we have license agreements for wholesale sales in the United States and Canada.

We have also entered into distribution agreements with respect to Calvin Klein luggage in a number of foreign countries.

This was our eleventh license agreement with Calvin Klein.

Shipments of our first Calvin Klein Jeans women’s jeanswear line began during our third quarter of fiscal 2020.

We also have a significant relationship with Tommy Hilfiger, with whom we have a multi-category womenswear license in the United States and Canada.

We expect to launch our Tommy Hilfiger Jeans denim collection in fiscal 2021.

We recently extended the license agreements with Tommy Hilfiger for apparel and outerwear through 2025.

We own a 49% interest in a joint venture that owns the trademarks for the Karl Lagerfeld brand in North America.

In November 2019, we renewed our license agreement with the National Football League for an additional three-year term.

In September 2018, we renewed our license agreement with Kenneth Cole for an additional four-year term and, in August 2018, we renewed our license agreement with Guess!

for an additional five-year term.

Date Potential Renewal

29 unchanged sentences

December 31, 2023

Karl Lagerfeld Paris (Women's and men's apparel, women's handbags, women's and men's footwear)

December 31, 2020

Karl Lagerfeld Paris (Women's and men's apparel, women's handbags, women's and men's footwear and luggage)

December 31, 2021

8 unchanged sentences

December 31, 2025

Tommy Hilfiger (Luggage)

2 unchanged sentences

December 31, 2025

Tommy Hilfiger x Leagues

December 31, 2024

1 unchanged sentence

December 31, 2025

Team Sports Licenses

IMG Collegiate Licensing Company

Collegiate Licensing Company

December 31, 2021

12 unchanged sentences

License agreements may also 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.

If we do not satisfy any of these requirements or otherwise fail to meet our material 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.

Our ability to renew 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.

Proprietary Brands

1 unchanged sentence

Over the years, we developed or acquired brands such as G-III Sports by Carl Banks, Eliza J and Jessica Howard.

We acquired Andrew Marc, an aspirational luxury outerwear brand, G.H.

Bass, a well-known heritage brand, and Vilebrequin, which provides us with a premier brand selling status products worldwide.

In our most significant acquisition, we acquired DKI, which owns DKNY and Donna Karan, two of the world’s most iconic and recognizable power brands.

We also acquired Andrew Marc, an aspirational luxury outerwear brand, G.H.

Bass, a well-known heritage brand, and Vilebrequin, a premier swimwear and resort wear brand.

In our most significant acquisition, we acquired Donna Karan International (“DKI”), which owns DKNY and Donna Karan, two of the world’s most iconic and recognizable power brands.

We currently design, manufacture, distribute and sell products under our own proprietary brands, as well as license our proprietary brands in a variety of categories.

1 unchanged sentence

DKNY and Donna Karan

The DKI business has a portfolio of some of the world’s most iconic fashion brands, including DKNY and Donna Karan.

DKI owns two of the world’s most iconic fashion brands:

DKNY and Donna Karan.

First launched in 1984, DKI designs, sources, markets, retails and distributes collections of women’s and men’s clothing, sportswear, accessories and shoes under the DKNY and Donna Karan brand names.

2 unchanged sentences

We believe that both the DKNY and Donna Karan brands have the potential for significant growth.

In addition, we expect additional revenues from licensing and from sales growth across many categories of the business.

In addition, we expect increased revenues from licensing and from sales growth across many categories of the business.

Our DKNY products are designed to provide a total wardrobe for a woman’s active, modern lifestyle.

Products developed reflect the DKNY brand DNA and emphasize a strong price-value relationship.

We believe that DKNY has the potential to be the premier fashion and lifestyle brand.

DKNY products produced by us or by our various licensees are sold through department stores, specialty retailers and online retailers worldwide, as well as through company-operated retail stores, e-commerce sites and international brand partners and distributors.

We expect to launch our DKNY Jeans collection in fiscal 2021.

Products developed reflect the DNA of the DKNY brand and emphasize a strong price-value relationship.

We believe that DKNY has the potential to be a premier fashion and lifestyle brand.

DKNY products produced by us or by our various licensees are sold through department stores, specialty retailers and online retailers worldwide, as well as through company-operated retail stores, digital sites and international brand partners and distributors.

We launched our first DKNY Jeans collection in fiscal 2021.

We believe that the Donna Karan brand offers significant growth potential.

We re-launched Donna Karan as an aspirational luxury brand that is priced above DKNY and targeted to fine department stores located in the United States, such as Dillard’s, Lord & Taylor, Saks Fifth Avenue, Nordstrom and Bloomingdales, as well as fine department stores internationally.

The acquisition of DKI provided us an opportunity to expand our online retail channels.

We believe there are significant opportunities to focus and enhance the DKNY and Donna Karan websites, prudently expand retail stores over the long term and capitalize on industry relationships to ensure premium placement for certain product categories in department and other retail stores nationwide.

We re-launched Donna Karan as an aspirational luxury brand that is priced above DKNY and targeted to fine department stores located in the United States, such as Dillard’s, Saks Fifth Avenue, Nordstrom and Bloomingdales, as well as fine department stores internationally.

The acquisition of DKI provided us an opportunity to expand our digital retail channels.

We believe there are significant opportunities to enhance the digital business of DKNY and Donna Karan, prudently expand the retail store base for DKNY over the long term and capitalize on our industry relationships to ensure premium placement for DKNY and Donna Karan product categories in department and other retail stores nationwide.

Vilebrequin is a premier provider of status swimwear, resort wear and related accessories.

Vilebrequin sells its products in over 90 countries around the world.

We believe that Vilebrequin has the potential to significantly develop its distribution network worldwide and expand its product offerings.

Vilebrequin products are sold in over 100 countries around the world.

We believe that Vilebrequin has the potential to significantly develop its

distribution network worldwide and expand its product offerings.

A majority of Vilebrequin’s current revenues are derived from sales in Europe and the United States.

As of January 31, 2020, Vilebrequin products were distributed through 106 company-operated stores, plus e-commerce websites located internationally and in the United States, as well as through 58 franchised locations and e-commerce stores and select wholesale distribution.

As of January 31, 2021, Vilebrequin products were distributed through select wholesale distribution, 98 company-operated stores and 71 licensed stores, located internationally and in the United States, as well as digitally on our websites.

Vilebrequin’s iconic designs and reputation are linked to its French Riviera heritage arising from its founding in St.

1 unchanged sentence

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 cuts.

In addition to men’s swimwear, Vilebrequin sells a collection of women’s swimwear, children’s swimwear, men’s resort wear products, women’s resort wear products, children’s resort wear products and related accessories including hats, beach bags, beach towels, shoes, sunglasses, watches and pool floats.

Vilebrequin also offers a collection of women’s swimwear and resort wear.

In addition to men’s swimwear, Vilebrequin sells a collection of women’s swimwear, children’s swimwear, men’s resort wear, women’s resort wear, children’s resort wear and related accessories including hats, beach bags, beach towels, shoes, sunglasses, watches and pool floats.

We believe that Vilebrequin is a powerful brand.

We plan to continue adding more company operated 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.

We plan to continue adding more company operated and franchised retail locations and increase our wholesale distribution of Vilebrequin products throughout the world.

Licensing of Proprietary Brands

6 unchanged sentences

The DKNY and Donna Karan brands have worldwide license agreements for a broad array of products including fragrance, hosiery, intimates, eyewear, bedding and bath products and women’s sleepwear and loungewear.

Additionally, we license the DKNY brand in the United States and internationally for children’s clothing, children’s footwear, men’s and women’s watches, jewelry, men’s tailored clothing, men’s sportswear, men’s dress shirts, men’s neckwear, men’s underwear, men’s loungewear, men’s swimwear, men’s belts and small leather goods, women’s belts and cold weather accessories and men’s and women’s socks.

We have also licensed the DKNY and Donna Karan brands for men’s and women’s apparel and accessories in China pursuant to a long-term license agreement with a joint venture of which we are a 49% owner.

In July 2019, we signed a new license for DKNY furniture in the United States, Canada, Mexico and China.

We intend to continue to focus on expanding licensing opportunities for the DKNY and Donna Karan brands.

1 unchanged sentence

We license the G.H.

Bass brand in the United States and internationally for men’s, women’s and children’s footwear, men’s sportswear, men’s socks, women’s hosiery and men’s accessories, men’s belts and small leather goods, men’s underwear and loungewear and bedding and bath products.

Bass brand in the United States and internationally for men’s, women’s and children’s footwear, men’s sportswear, men’s socks, women’s hosiery, men’s underwear and loungewear, and bedding and bath products.

We license the Vilebrequin brand internationally for a denim line and the Andrew Marc brand in North America for men’s and boy’s tailored clothing.

Retail Operations

As of January 31, 2020, our retail operations segment consisted of 282 leased retail stores, of which 124 are stores operated under our Wilsons Leather name, 99 are stores operated under our G.H.

Bass brand, 43 stores are operated under our DKNY brand, 12 stores are operated under the licensed Karl Lagerfeld Paris brand and 4 stores are operated under the licensed Calvin Klein Performance brand.

Wilsons Leather, G.H.

Bass, DKNY, Donna Karan, Andrew Marc and Karl Lagerfeld Paris each operates its own online store.

Substantially all of our Wilsons Leather, G.H.

Bass and DKNY stores are operated as outlet stores and located in larger outlet centers.

We are working towards the restructuring of our retail operations, which would greatly reduce the number of stores we operate and the losses we are incurring.

We are working diligently with our landlords and outside advisors with a view to closing a significant number of stores in order to reshape and right-size our retail operations.

Our ongoing plan for our retail business focuses on the operations and growth of our DKNY and Karl Lagerfeld Paris stores, as well as our e-commerce business.

Our Wilsons Leather retail stores primarily sell men’s and women’s outerwear and accessories.

Outerwear sold in our Wilsons Leather stores includes both products sold to the retail operations segment by G-III’s wholesale operations segment, as well as products sourced by the retail operations segment.

Accessories are purchased from third parties.

All of our G.H.

Bass outlet stores offer G.H.

Bass casual and dress shoes for men and women and most of our G.H.

Bass stores also carry G.H.

Bass apparel for men and women, including tops, bottoms and outerwear, as well as accessories such as handbags, wallets, belts and travel gear.

As of January 31, 2021, our retail operations segment consisted of 50 stores operated under our DKNY and Karl Lagerfeld Paris brands, as well as digital channels for the DKNY, Donna Karan, Karl Lagerfeld Paris, G.H.

Bass, Andrew Marc and Wilsons Leather businesses.

In June 2020, we commenced a restructuring of our retail operations segment, including the closing of the Wilsons Leather, G.H.

Bass and Calvin Klein Performance stores.

The closure of these stores was completed during fiscal 2021.

Part of our restructuring plan includes making significant changes to our DKNY and Karl Lagerfeld retail operations.

Our ongoing plan focuses on the operations and growth of our DKNY and Karl Lagerfeld Paris stores, as well as operating our digital business.

Our plan is based on the assumed continued strength of the DKNY and Karl Lagerfeld brands, changes in planning and allocation and improvements in gross margin.

We expect to reduce corporate headcount and administrative costs, while expanding our store base.

Our DKNY stores offer a large range of products including sportswear, dresses, suit separates, outerwear, handbags, footwear, intimates, sleepwear, hosiery, watches and eyewear.

Our Karl Lagerfeld Paris stores offer a large range of products including sportswear, dresses, suit separates, outerwear, handbags and footwear.

Merchandise is shipped from our main Brooklyn Park, Minnesota distribution center, as well as four regional distribution centers, to replenish stores as needed with key styles and to build inventory for the peak holiday selling season.

As e-commerce sales of apparel continue to increase, we are developing additional digital marketing initiatives on our web sites and through social media.

As digital sales of apparel continue to increase, we are developing additional digital marketing initiatives on our web sites and through social media.

We are investing in digital personnel, marketing, logistics, planning and distribution to help us expand our online opportunities.

Our e-commerce business consists of our own web platforms at www.dkny.com, www.donnakaran.com, www.wilsonsleather.com, www.ghbass.com, www.vilebrequin.com and www.andrewmarc.com.

Our digital business consists of our own web platforms at www.dkny.com, www.donnakaran.com, www.ghbass.com, www.vilebrequin.com, www.andrewmarc.com and www.wilsonsleather.com.

We also sell our Karl Lagerfeld Paris products on our website, www.karllagerfeldparis.com.

We sell our products over the web through retail partners such as macys.com, nordstrom.com and dillards.com, each of which has a substantial online business.

In addition, we sell to pure play online retail partners such as Amazon and Fanatics.

22 unchanged sentences

Manufacturing and Sourcing

G-III’s wholesale operations and retail operations segments arrange for the production of products from independent manufacturers located primarily in China, Vietnam, Indonesia and, to a lesser extent, Jordan, India, Cambodia, Bangladesh, Pakistan, the Philippines, Turkey, Sri Lanka, and Central and South America.

Vilebrequin’s products are manufactured primarily in Bulgaria, Morocco, Tunisia, Turkey, Italy and Romania.

G-III’s wholesale operations and retail operations segments arrange for the production of products from independent manufacturers located primarily in China, Vietnam, Indonesia and, to a lesser extent, Jordan, India, Cambodia, Bangladesh, the Philippines, Turkey, Sri Lanka, and Central and South America.

Vilebrequin’s products are manufactured primarily in Bulgaria, Morocco, Tunisia, Turkey, Italy and China.

A small portion of our garments are manufactured in the United States.

We continue to make efforts to diversify production and implement strategies to further diversify our production base.

We continue to diversify production and implement strategies to further diversify our production base.

Inventory sourced by us from Vietnam represented 36.2% of inventory purchased in fiscal 2021 compared to 24.6% in fiscal 2020 and 18.2% in fiscal 2019.

Inventory sourced by us from China represented 32.8% of inventory purchased in fiscal 2021 compared to 49.5% in fiscal 2020 and 61.5% in fiscal 2019.

Our experienced production teams in China, Vietnam and the Middle East support our efforts to further develop quality production partners in South East Asia and Africa.

We currently have representative offices in Hangzhou, Nanjing and Dongguan, China, as well as in Hong Kong, Vietnam, Indonesia, Bangladesh, Jordan and India.

We currently have representative offices in Hangzhou, Nanjing and Dongguan, China, as well as in Hong Kong, Vietnam, Indonesia, Bangladesh, and Jordan.

These offices act as our liaison with manufacturers in the Far East.

12 unchanged sentences

As is customary, we have not entered into any long-term contractual arrangements with any contractor or manufacturer.

We sourced from one vendor in China 11.4% of our purchases in fiscal 2020, 14.4% of our purchases in fiscal 2019 and 14.7% of our purchases in fiscal 2018.

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.

3 unchanged sentences

We choose the form of shipment (principally ship, truck or air) based upon a customer’s needs, cost and timing considerations.

Code of Conduct

Vendor Code of Conduct

We are committed to ethical and responsible conduct in all of our operations and respect for the rights of all individuals.

6 unchanged sentences

In addition to the contractual obligation, we evaluate our suppliers' compliance with our Vendor Code of Conduct through audits conducted both by our employees and third-party compliance auditing firms.

Human Capital

As of January 31, 2021, we employed approximately 2,800 employees on a full-time basis and approximately 500 employees on a part-time basis.

Our need for seasonal associates will be significantly reduced with the completion of the restructuring of our retail segment.

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 our operations due to a labor disagreement with our employees.

At G-III, our greatest assets are our employees who come to work every day with incredible dedication, drive, compassion and care.

We are an Equal Opportunity Employer with policies, procedures and practices that recognize the value and worth of each individual covering matters such as safety, discrimination, harassment and retaliation.

We provide training on these issues to our personnel.

G-III ensures compliance with other important labor and employment law issues through a variety of processes and procedures, using both internal and external expertise and resources.

Our focus remains on enhancing the working environment for our employees and taking steps to ensure that G-III remains a great company to work for.

We are committed to the health and safety of our employees and customers.

We have taken extra care to protect their health and safety throughout the pandemic and during these unprecedented times.

Prior to reopening our office and various other facilities, we enacted a series of strict workplace policies and procedures to help keep our employees healthy and safe, and to ensure we were doing our part as a business to prevent community spread of the virus.

To ensure that we remain an employer of choice for what we believe is the most talented workforce in our industry, we have implemented initiatives across our business and geographies to develop leadership capabilities, enable meaningful professional experiences, offer a compelling employee value proposition, and create a transparent, collaborative culture.

We continue to emphasize employee development and training based on our belief in the importance of learning and development.

Diversity and Inclusion

Fostering diversity and inclusion is core to our culture and business.

We recognize that insights and ideas from a diverse range of backgrounds will better position us for the future.

As of January 2021, 70% of G-III’s total workforce self-identify as Women and 49% self-identify as People of Color.

Women currently occupy a significant portion of the top 37 management positions.

In spite of all the change and challenges we faced in fiscal 2021, our focus on enhancing the workplace has not waivered, even when that workplace has moved out of a traditional office environment.

We know that in order to succeed, we must become an even more diverse, equitable, and inclusive organization.

In fiscal 2021, we bolstered our efforts to enhance diversity at every level of our organization, and began the process of adding supplemental diversity, equity, and inclusion (“DEI”) training options for our workforce.

Further, we pledged our support to UNCF and will fund 10 scholarships annually, beginning spring 2021.

We also launched the development of a new internship program which will bring 5 to 8 Morehouse students to G-III for a summer internship and hopefully, long-term employment upon their graduation.

In September 2020, we elected Robert L.

Johnson, Founder and Chairman of The RLJ Companies, LLC and Founder and former Chairman of Black Entertainment Television (“BET”), to our Board of Directors.

Robert’s success as an entrepreneur and significant business expertise across multiple industries provides a valuable perspective as we execute our business and DEI strategies.

In June 2019, Victor Herrero, the former CEO of the global lifestyle brand, GUESS, was elected to the Board.

As our business grows internationally, we benefit from Victor’s significant expertise in diversified apparel and accessories in North America, Europe and Asia.

Volunteerism and giving back are part of the culture at G-III.

We provide meals for the families at Ronald McDonald House and support a variety of organizations including City Harvest, Delivering Good, the Muscular Dystrophy Association, FDNY Foundation , PRIDE month with Hetrick Martin Institute and the Women in Need program.

In addition, G-III has made a three-year commitment to the United Negro College Fund to support 10 scholarships per year.

We are also working to train and foster diverse talent through a partnership with Morehouse College.

For the next 3 years we have also made a financial commitment to support Fashion Institute of Technology’s Social Justice Scholarship Fund .

Talent Acquisition, Development and Retention

Hiring, developing and retaining employees is critically important to our operations and we are focused on creating experiences and programs that foster growth, performance and retention.

Our commitment to developing industry talent extends beyond our own walls.

As a proud founding partner of the Design Entrepreneurs NYC program at FIT, launched in 2012, G-III is working to ensure the talent pipeline is filled with diverse and experienced industry professionals with the same entrepreneurial spirit upon which we were founded.

Compensation, Benefits, Safety and Wellness.

G-III offers market competitive salaries and wages and comprehensive health and retirement benefits to eligible employees.

In fiscal 2021, and with the onset of the coronavirus pandemic, we expanded our work from home programs and flexible leave policies to ensure employees were afforded the time they needed to manage family and other obligations and challenges.

G-III recognizes that each of our employees faced specific, pandemic-related challenges outside the workplace both while working remotely and upon their return to in-person work.

We have implemented a social distancing policy and enhanced cleaning protocols, as well as upgrading our HVAC and ventilation systems.

To help our teams navigate and manage the challenges imposed by the pandemic, we also implemented more flexible leave and paid-time-off policies.

Corporate Social Responsibility

Our business has been built on family values and the belief that with hard work, conviction and a commitment to the greater good we could redefine what is possible.

By maintaining a commitment to our principles of Engage our People, Protect our Environment and Invest in Our Communities, over the past year we have taken meaningful steps to ensure that our business continues to drive value for all of our stakeholders, while also making a positive impact on our communities and the world around us.

● Engage Our People - Our greatest asset is the more than 8,000 employees across the globe who come to work every day with incredible dedication, drive, compassion and care.

Our focus remains on further enhancing the working environment for our employees and taking steps to ensure that G-III remains a great company to work for.

We recognize that insights and ideas from a diverse range of backgrounds will better position us for the future and a significant portion of the top 34 management positions are currently occupied by women.

We continue to benchmark our programs and practices to our peer group and provide recommendations where appropriate.

Finally, our commitment to Board diversity has not waivered, and we are actively exploring opportunities for new perspectives that can enhance our already strong Director group.

As our sourcing and licensing footprints continue to expand, we have taken steps to foster sustainability throughout the organization.

As we expand our supplier relationships beyond China, we are committed to scaling our social and factory compliance programs accordingly.

We are also working to formalize and enhance our initiatives and laying the foundation for future programs.

We lead multi-brand sustainability training sessions and pilot shared audit programs with our key business partners that are designed to allow us to reach more stakeholders with greater efficiency.

We initiated a program to develop additional resources in the field by mentoring interns on sustainability matters.

● Protect Our Environment - Our efforts to reduce environmental impacts in fiscal 2020 spanned both immediate and longer-term projects that we believe will lead to meaningful reductions in waste and energy usage.

We implemented several projects, including installing LED lighting at our largest warehouse and as part of our New York office renovations, as well as conducting an office-wide energy assessment to better understand our footprint and incorporate solutions to cut our energy use.

We provided reusable coffee mugs and water bottles to employees and started various recycling programs.

This momentum also extends to our key divisions, where we are now piloting the use of lower impact materials in our products.

● Invest in Our Communities – Organization-wide, we continued our deep levels of support for the Ronald McDonald House of New York, celebrated the 10th year of G-III and DKNY’s partnership with City Harvest, and also worked to mentor students at the Fashion Institute of Technology on business and sustainability insights.

We worked with Women In Need (WIN) to provide back-to-school packed backpacks and holiday gifts.

However, our commitment to community extends far beyond the reaches of New York with our support of WIN’s sponsorship of International Women’s Day, as well as supporting My Friend’s Place in their efforts to help homeless youth.

G-III continued its strong financial backing for important organizations including the Hetrick-Martin Institute and DeliveringGood.

For all of these examples, there are countless others of G-III employees

around the world taking time out of their schedules to volunteer with numerous other groups that are making a difference.

We are committed to embedding these principles into our business and better engaging our employees and those who work in our contracted factories, protecting our environment and supporting our communities while accepting our responsibility to be a good corporate citizen.

Customs and Import Restrictions

Fiscal 2021 was an immensely challenging year for us and for our industry.

With the hard work, conviction and a commitment to the greater good that have always characterized our business, G-III made strides across our Corporate Social Responsibility (“CSR”) agenda, maintaining a strong commitment to each of our core CSR principles:

Engage our People, Protect our Environment and Invest in Our Communities.

We also laid the groundwork for and are taking steps to formalize, enhance, and scale our CSR programs.

● Engage Our People – As a leader in the apparel and accessories industry, we know that our success relies on maintaining our talented, passionate and engaged workforce.

Over the last year, as we navigated the impact of the pandemic and economic shutdown, our employees were resilient and focused, ensuring our business continued uninterrupted and enabling progress across our CSR initiatives.

Throughout fiscal 2021, we made progress in our social compliance program, implementing multi-brand training sessions and shared audit programs (piloted in 2019) that extend our reach to more stakeholders.

As more of these audits are conducted, we ensure a larger labor force is protected.

G-III also joined the Social Labor Convergence Program (“SLCP”) and moved closer to adopting it throughout the supply chain.

This industry-wide program allows factory-level audits to be shared with other brands and retailers, shifting resources to remediation efforts, as needed.

We are also enhancing our cotton sourcing traceability and have engaged ORITAIN TM to provide tools to verify that our vendor’s cotton is not sourced from regions known to employ forced labor.

We will continue to address this complex matter as it evolves.

● Protect Our Environment - G-III is working hard to reduce the environmental impact of our business and supply chain across our many brands, and we are encouraged by the knowledge we gained in fiscal 2021.

We are developing and validating our sustainable textile policy across our company brands.

Of note, our proprietary Vilebrequin brand stands out for its commitments and sustained action to reduce its environmental impact.

In fiscal 2021, over 20% of its products was made from sustainable fabrics and, in fiscal 2022, over 60% of its globally recognizable swim collection is expected to be made from these fabrics.

Vilebrequin is working toward an ambitious goal of having 80% of its products manufactured from sustainable fabrics by 2025.

This year, the brand is launching the Vilebrequin Foundation which will focus on three key priorities:

preserving marine biodiversity, fostering environmental preservation for our children, and reducing the fashion industry’s environmental impact.

● Invest in Our Communities – Despite fiscal 2021’s many challenges, our support for our non-profit partners continued uninterrupted.

We provided meaningful funding to organizations such as the Ronald McDonald House of New York (RMHNY), UNCF, City Harvest, Women in Need, My Friend’s Place, the Hetrick-Martin Institute, and DeliveringGood.

We also sourced and donated hundreds of thousands of masks, as well as medical supplies and personal protective equipment to first responders, medical care workers, and health care facilities across the globe.

All the while, our employees continued generously volunteering their time to a myriad of non-profit organizations working to make the world a greener, healthier, safer and more equitable place.

Over the last year, fulfilling our responsibilities to employees, partners, investors, and the global community remained one of our priorities.

Even during this year of crisis and disruption, we took action and made substantive progress in advancing our CSR agenda.

Our business continues to drive value for all of our stakeholders, and it is striving to make a positive impact on our communities and the world around us.

Customs and Trade Issues

Our arrangements with textile manufacturers and suppliers are subject to requisite customs clearances for products and the imposition of export duties.

United States Customs duties on our products presently range from duty free to 37.5%, depending upon the composition, construction and country of origin.

United States Customs duties on our products presently range from duty free to 37.5%, depending upon the product, composition, construction and country of origin.

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 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.

Countries in which our products are sold may, from time to time, impose new duties, tariffs, surcharges or other import controls or restrictions or adjust prevailing duty or tariff levels.

Any action by the executive branch of the United States government to increase tariffs on imported goods, such as the tariffs imposed on steel and aluminum and the imposition of tariffs on goods manufactured in China, could adversely affect our business.

3 unchanged sentences

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 substantially all of the 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

1 unchanged sentence

We sell to approximately 1,300 customers, ranging from national and regional chains to small specialty stores.

We also distribute our products through our retail stores and through our DKNY, Donna Karan, Wilsons Leather, G.H.

Bass, Vilebrequin and Andrew Marc websites, the Karl Lagerfeld Paris website, and the websites of our retail partners such as Macy’s, Nordstrom, Amazon and Fanatics.

We also distribute our products through our retail stores and through digital channels for the DKNY, Donna Karan, G.H.

Bass, Vilebrequin, Andrew Marc, Karl Lagerfeld Paris and Wilsons Leather businesses, as well as the digital channels of our retail partners such as Macy’s, Nordstrom, Amazon and Fanatics.

Sales to our ten largest customers accounted for 73.3% of our net sales in fiscal 2021, 72.4% of our net sales in fiscal 2020 and 69.7% of our net sales in fiscal 2019.

Sales to Macy’s, which includes sales to its Macy’s and Bloomingdale’s store chains, as well as through macys.com, accounted for an aggregate of 20.9% of our net sales in fiscal 2021, 26.3% of our net sales in fiscal 2020 and 24.8% of our net sales in fiscal 2019.

In addition, sales to TJX Companies accounted for an aggregate of 13.2% of our net sales in fiscal 2020 and 12.4% of our net sales in fiscal 2019.

In addition, sales to TJX Companies accounted for an aggregate of 12.9% of our net sales in fiscal 2021, 13.2% of our net sales in fiscal 2020 and 12.4% of our net sales in fiscal

The loss of either of these customers 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, Central America, South America, Europe, the Middle East and the Far East, which, on a combined basis, accounted for approximately 12.2% of our net sales in fiscal 2020 and 13.7% of our net sales in fiscal 2019.

We also sell our products in Canada, Central America, South America, Europe, the Middle East, the Far East and Australia, which, on a combined basis, accounted for approximately 14.6% of our net sales in fiscal 2021, 12.2% of our net sales in fiscal 2020 and 13.7% of our net sales in fiscal 2019.

Our products are sold primarily through our direct sales force along with our principal executives who are also actively involved in the sale of our products.

17 unchanged sentences

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.

As e-commerce sales of apparel continue to increase, we are developing initiatives to increase our digital presence through our own web sites and through the websites of our retail partners.

As digital sales of apparel continue to increase, we are developing initiatives to increase our digital presence through our own web sites and through the websites of our retail partners.

We are working closely with our retail partners to provide consumers with a high quality viewing experience for our products.

We are also working to increase our e-commerce sales through marketing, social influencers and other online drivers of sales.

We are also working to increase our digital sales through marketing, social influencers and other online drivers of sales.

Retail sales of apparel have traditionally been seasonal in nature.

3 unchanged sentences

The second half of the year is expected to continue to provide a larger amount of our net sales and a substantial majority of our net income for the foreseeable future.

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.

We have numerous competitors with respect to the sale of our products, including brand owners, distributors that import products from abroad, and domestic retailers with established foreign manufacturing capabilities.

Some of our competitors have greater financial, marketing and manufacturing resources 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.

We own some of the trademarks used by us in connection with our wholesale operations segment, as well as almost all of the trademarks used in our retail operations segment.

3 unchanged sentences

We own a number of proprietary brands that we use in connection with our business and products including, among others, DKNY, Donna Karan, Vilebrequin, G.H.

Bass, Andrew Marc, Marc New York, Eliza J, Jessica Howard and G-III Sports by Carl Banks.

Bass, Andrew Marc, Marc New York, Eliza J, Jessica Howard, Wilsons Leather 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.

5 unchanged sentences

We vigorously protect our trademarks and other intellectual property rights against infringement.

As of January 31, 2020, we employed approximately 4,000 employees on a full-time basis and approximately 2,400 employees on a part-time basis.

During our peak retail selling season from October through January, we employed approximately 1,700 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 our operations due to a labor disagreement with our employees.

G-III is a party to an agreement with a labor union.

As of January 31, 2020, this agreement covers approximately 420 of our full-time employees, most of whom work in our warehouses located in New Jersey, and is currently in effect through November 15, 2020.

As successor to the Donna Karan Company LLC (“DKC”), G-III is also subject to DKC’s agreement with the same union.

The DKC agreement covers approximately 40 full time employees, most of whom work in its warehouse in New Jersey.

This agreement is currently in effect through October 31, 2020.

As successor to DKC, G-III is also subject to DKC’s agreement with another labor union.

As of January 31, 2020, this agreement covers approximately 3 of our full-time employees, who work as tailors and sample makers in our New York offices.

The agreement is currently in effect through May 31, 2022.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

21 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business