What changed in this filing

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Item 1. Business

2024-03-25 compared with 2023-03-27 · 280 added, 224 removed, 354 unchanged (59% of the section changed)

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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 our global power brands:

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

We are brand owners and licensees, and we distribute our products through multiple channels.

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

G-III has a substantial portfolio of more than 30 licensed and proprietary brands, anchored by our key brands:

DKNY, Donna Karan, Karl Lagerfeld, Nautica and Halston, as well as other major brands that currently drive our business, including Calvin Klein and Tommy Hilfiger.

We distribute our products through multiple channels and in markets located in a variety of geographies.

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

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

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

Beginning in January 2024, we will also sell products under the Nautica brand.

We have an extensive portfolio of well-known licensed brands, including Calvin Klein, Tommy Hilfiger, Nautica, Halston, Levi’s, Guess?, Kenneth Cole, Cole Haan, Vince Camuto, Dockers and Champion.

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.

colleges and universities.

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, including its Bloomingdale’s division, Dillard’s, Hudson’s Bay Company, including its Saks Fifth Avenue division, Nordstrom, Kohl’s, TJX Companies, Ross Stores and Burlington.

We also sell our products using digital channels 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 leading online retail partners such as Amazon, Fanatics, Zalando and Zappos and have made minority investments in two e-commerce retailers.

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

Bass, Andrew Marc, Wilsons Leather and Sonia Rykiel businesses.

We also source and sell products to major retailers for their own private label programs.

We also sell our products using digital channels through retail partners such as macys.com, nordstrom.com and dillards.com, each of which operates significant digital businesses.

In addition, we sell to leading online retail partners such as Amazon, Fanatics, Zalando and Zappos.

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

Bass, Wilsons Leather and Sonia Rykiel brands.

We operate in fashion markets that are intensely competitive.

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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.

Our continued success depends 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 believe that consumers prefer to buy brands they know, and we have continually sought to increase the portfolio of name brands we can offer through different tiers of retail distribution and for a wide array of products at a variety of price points.

We have increased the portfolio of brands we offer through licenses and acquisitions.

It is our objective to continue to expand our product offerings and we are continually discussing new licensing opportunities with brand owners and seeking to acquire established brands.

We report based on two segments:

wholesale operations and retail operations.

Our wholesale operations segment includes sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Vilebrequin and Karl Lagerfeld businesses, other than sales of product under the Karl Lagerfeld Paris brand from our retail stores and digital outlets.

Wholesale revenues also include royalty revenues from license agreements related to our owned trademarks including DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin, Sonia Rykiel, G.H.

Bass and Andrew Marc.

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

Our company-operated retail channels consist primarily of 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.

Substantially all DKNY and Karl Lagerfeld Paris stores are operated as outlet stores.

Our wholesale operations segment includes sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Karl Lagerfeld and Vilebrequin businesses, including from retail stores operated by Vilebrequin and Karl Lagerfeld, other than sales of product under the Karl Lagerfeld Paris brand generated by our retail stores and digital sites.

Wholesale revenues also include revenues from license agreements related to our owned trademarks including DKNY, Donna Karan, Karl Lagerfeld, G.H.

Bass, Andrew Marc, Vilebrequin and Sonia Rykiel.

Our retail operations segment consists primarily of direct sales to consumers through our company-operated stores and product sales through our digital sites for the DKNY, Donna Karan, Karl Lagerfeld Paris, G.H.

Bass and Wilsons Leather brands.

Our company-operated stores primarily consist of DKNY and Karl Lagerfeld Paris retail stores, substantially all of which are operated as outlet stores.

Recent Developments

Calvin Klein and Tommy Hilfiger License Extensions

In November 2022, we announced the extension of the licenses for Calvin Klein and Tommy Hilfiger products.

The amendments to the license agreements for these products provide for staggered extensions by category that expire beginning December 31, 2024 and continuing through December 31, 2027.

See the table in “Wholesale Operations-Licensed Products” below for information with respect to the new extension term, any potential renewal term or the existing current term for the Calvin Klein and Tommy Hilfiger license agreements.

PVH Corp., the owner of these two brands, has indicated that it intends to produce these products itself once the license agreements expire.

Unless we are able to increase the sales of our other products, acquire new businesses and/or enter into other license agreements covering different products, the inability to renew the Calvin Klein and Tommy Hilfiger license agreements would cause a significant decrease in our net sales and have a material adverse effect on our results of operations.

We continue to strategize near-term growth initiatives across our current owned and licensed brands including category, geographical and digital expansion.

Additionally, we are directing resources toward new growth areas, including building our own brands, broadening our European business, developing new licensing opportunities and continuing to seek to acquire new businesses.

Karl Lagerfeld Acquisition

In May 2022, we acquired from a group of investors the remaining 81% in interests in the parent entity of the Karl Lagerfeld business that we did not already own, for an aggregate consideration of €202.0 million ($216.8 million) in cash, after taking into account certain adjustments.

We funded the purchase price from cash on hand.

See Note 15 – Karl Lagerfeld Acquisition in the accompanying notes to consolidated financial statements for more information.

The addition of the Karl Lagerfeld fashion brand to the G-III portfolio of owned brands advances several of our strategic initiatives, including increasing the direct ownership of brands, capitalizing on their licensing opportunities and further diversifying our global presence.

This acquisition represents a significant opportunity to expand our international growth by further developing our European-based brands, which also include Vilebrequin and Sonia Rykiel.

We believe that Karl Lagerfeld’s existing digital channel presence could enable us to enhance our omni-channel business and further accelerate our digital initiatives.

The influential legacy of the Karl Lagerfeld brand embodies a creative expression that aligns with our goal to provide innovative products for our customers.

License Agreement with Nautica

In March 2023, we announced the signing of a long-term license with Authentic Brands Group for the Nautica brand in North America.

Since being acquired in 2018 by Authentic Brands Group, Nautica’s relevance has expanded globally, and it has become one of their marquee brands.

Celebrating its 40-year anniversary, Nautica is available in approximately 1,300 freestanding stores and shop-in-shops globally, along with a strong digital presence across more than 30 countries.

We will produce across a number of categories starting with a full women’s jeanswear collection and then expanding in a phased approach into additional categories including sportswear, suit separates and dresses.

The new five-year license agreement, effective beginning in January 2024, includes three extensions, for five years each.

First deliveries are expected to hit the floor in January 2024.

The product is expected to be distributed in better department stores, digital channels and Nautica’s stores and website in North America and franchised stores globally.

We believe that significant opportunity

exists in the better women’s apparel space in categories where we have strong expertise.

The Nautica brand joins our portfolio of some of the largest American brands in the world.

Repositioning and Expansion of Donna Karan

We acquired the DKNY and Donna Karan brands, two of the most iconic American fashion brands, in December 2016.

We initially repositioned and relaunched DKNY and have successfully grown the brand to approximately $600.0 million in annual net sales.

We are now focused on the repositioning and expansion of the Donna Karan brand for Spring 2024.

The new Donna Karan will be a modern system of dressing created to appeal to a woman’s senses on every level, addressing the full lifestyle needs of a new customer.

Our Donna Karan product is expected to be distributed in better department stores, digital channels and our own Donna Karan website in North America and internationally.

Donna Karan is widely considered a top fashion brand and is recognized as one of the most famous designer names in American fashion.

We initially repositioned and relaunched DKNY and we have successfully grown the brand.

We are now focused on the repositioning and expansion of the Donna Karan brand with first deliveries made for Spring 2024.

The new Donna Karan is a modern system of dressing created to appeal to a woman’s senses on every level, addressing her full lifestyle needs.

Our Donna Karan product is currently being distributed in the United States through our diversified distribution network, including better department stores, digital channels and our own Donna Karan website.

Donna Karan is widely considered to be a top fashion brand and is recognized as one of the most famous designer names in American fashion.

We believe that the strength of the Donna Karan brand, along with our success with the DKNY brand, demonstrates the potential for our new Donna Karan products.

License Agreement for Nautica Brand

In March 2023, we entered into a long-term license with Authentic Brands Group for women’s apparel under the Nautica brand in North America.

We plan to produce products under the Nautica brand across a number of categories starting with a full women’s jeanswear collection and then expanding in a phased approach into additional categories including sportswear, suit separates and dresses.

The new five-year license agreement, effective as of January 2024, includes three extensions, for five years each.

First deliveries began in January 2024.

The product is expected to be distributed in North America through our diversified distribution network, including better department stores, digital channels and Nautica’s stores and website, as well as in franchised stores globally.

We believe that significant opportunity exists in the better women’s apparel space in categories where we have strong expertise.

License Agreement for Halston Brand

In May 2023, we entered into a global twenty-five year master license with Xcel Brands, Inc.

to design and produce all categories of men’s and women’s product for the Halston brand.

The agreement provides for an initial term of five years, followed by a twenty-year period, with G-III having the right to terminate every five years.

We also have a purchase option for the Halston brand at the end of the twenty-five year term.

First deliveries of Halston product are expected to begin in July 2024.

Our Halston product is expected to be distributed globally through our diversified distribution network, including better department stores and digital channels.

We believe that significant opportunity exists in the better women’s apparel space where G-III has significant expertise.

License Agreement for Champion Brand

In September 2023, we entered into a license with HanesBrands Inc.

to design and produce men’s and women’s outerwear collections for their Champion brand in North America.

The agreement provides for an initial term of five years, effective as of January 2024, with a five year renewal option based on achieving certain sales targets.

First deliveries of Champion product are expected for the Fall 2024 season.

Our Champion product is expected to be distributed in North America through our diversified distribution network, including better department stores and digital channels.

Our collections will feature quality heritage pieces that complement and enhance Champion’s principles.

We believe this license aligns with G-III’s core competencies in outerwear and will fit seamlessly into our well-developed outerwear business.

Strategic Initiatives

We are focused on the following strategic initiatives, which we believe are critical to our long-term success:

● Owning brands:

We own a portfolio of proprietary brands including DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin, Eliza J, Jessica Howard, G.H.

Bass, Andrew Marc and Sonia Rykiel.

● Drive our brands across categories:

We are a partner of choice to a diversified retail network, supplying a broad range of over 20 apparel, accessory and footwear categories across our owned and licensed brands.

Our data-driven approach prioritizes the consumer in all aspects of our business and enables us to create category lines that offer a compelling mix of products.

We believe the potential of our brands will assist us in gaining new customers and expanding our product offerings.

We have increased our focus on segmenting our portfolio of brands to grow our market share across our distribution channels.

Additionally, we have added Nautica and Halston to our portfolio of licensed brands.

We believe we can unlock the potential of these brands and expand them into a broad range of additional categories as we diversify their product offerings.

We are also launching outerwear for Champion, a well-recognized brand across a wide consumer base.

● Expanding our portfolio of owned brands:

We own a portfolio of globally recognized brands including DKNY, Donna Karan, Karl Lagerfeld, Karl Lagerfeld Paris and Vilebrequin, among others.

Owning our own brands is advantageous to us for several reasons:

- We can realize significantly higher operating margins because we are not required to pay licensing fees on sales by us of our proprietary products and can also generate licensing revenues (which have no related cost of goods sold) for classes of products not manufactured by us.

- 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 have full control of these brands and can distribute them globally across channels, including though our omni-channel retail and online retailers, through off-price channels and direct to the consumer through our stores and digital sites.

- We can realize significantly higher operating margins as we do not pay licensing fees on sales of our proprietary products and can also generate additional licensing revenues (which have no related cost of goods sold) for categories of products we do not produce.

- 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.

We believe we can expand our owned brands and their international reach.

Our first full year of ownership of Karl Lagerfeld accelerated this growth.

We are investing to increase the lifestyle appeal of our owned brands as we grow them organically.

We are also expanding into new lifestyle categories and working with new distribution partners to grow into new geographies.

We have experienced positive results in the performance in each of our owned brand’s key licensed product categories.

We believe we have significant opportunities to increase the overall profitability of our owned brands.

We continue to explore strategic opportunities, including acquisitions and investments in brands and companies, as well as joint-ventures and licensing opportunities that we believe are additive to our overall business.

We take a disciplined approach to any acquisitions, seeking brands with broad consumer recognition that we can grow profitably and expand by leveraging our infrastructure and core competencies.

● Continue to develop and expand our DKNY business and re-position and expand the Donna Karan 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 and expand the reach of these 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.

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 are focused on the re-positioning and expansion of the Donna Karan brand for Spring 2024.

The new Donna Karan will be a modern system of dressing created to appeal to a woman’s senses on every level, addressing the full lifestyle needs of a new consumer.

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.

We are committed to making DKNY and Donna Karan fashion and lifestyle brands of choice.

● Continued focus on our global power brands:

While we sell products under more than 30 licensed and proprietary brands, our global power brands anchor our business:

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

Each of these brands has substantial name recognition and is well-known in the marketplace.

We believe each brand also provides us with significant growth opportunities.

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

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

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

We began our relaunch of our Donna Karan brand in January 2024.

The new Donna Karan is a modern system of dressing created to appeal to a woman’s senses on every level, addressing the lifestyle needs of a new consumer.

Inspired by the Donna Karan archives, we have thoughtfully created a new

product line that captures the brand’s ethos of timeless elegance, empowering women and accessible luxury, tailored to meet the lifestyle needs of today’s consumer.

We supported this relaunch in several key ways:

- We launched a highly visible marketing campaign to showcase timeless outfits that draw inspiration from popular past Donna Karan product lines.

- We redesigned the Donna Karan website to engage consumers with the power of the brand.

- With our fragrance partner, we launched our first-ever fragrance collection to compliment Donna Karan’s existing iconic fragrance offerings.

Our initial product offering is resonating with consumers.

The excitement and attention created by this launch has generated momentum and we believe we can expand the brand globally over time.

DKNY merges modern tailoring with sophisticated ease, celebrating the aspirational and practical spirit of New York, with a highly differentiated perspective from Donna Karan.

The brand has global distribution, including premier department stores and their digital sites, partner run stores and online retailers.

We believe we have the opportunity to increase the international presence of the DKNY brand through elevating its wholesale profile and developing a digital footprint with Zalando and other key online retailers.

We are launching a marketing initiative for DKNY to drive global brand awareness with a focus on the brand’s more youthful appeal.

● Expanding our international business:

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In fiscal 2023, we acquired the remaining interests in the Karl Lagerfeld fashion brand which grew our European business and added new international expertise.

In fiscal 2022, we purchased European luxury

fashion brand Sonia Rykiel.

In fiscal 2022, we purchased European luxury fashion brand Sonia Rykiel.

We own Vilebrequin, a premier provider of status swimwear, resort wear and related accessories that was founded in Europe.

We have created innovative experiences that allow consumers to experience Karl Lagerfeld and Vilebrequin by expanding these brands into the leisure industry, strengthening their global lifestyle appeal and extending their reach.

We believe these brands can enable us to expand in the international space and that there is untapped potential for these brands.

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● 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 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 sales of our products in an omni-channel environment.

We are investing in digital personnel, marketing, logistics, planning, distribution and other strategic opportunities to expand our digital footprint.

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

Our global power brands serve as the anchor of our business and 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.

Our key brands serve as the anchor of our business and position us to be the direct beneficiaries of this trend.

By continuing to leverage our partnerships with the digital channels operated by major retailers, online distributors and our licensors, as well as building out our own digital capabilities, we intend to facilitate brand awareness, increase consumer engagement and, ultimately, drive sales.

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 our global power brands:

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

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

DKNY, Donna Karan, Karl Lagerfeld, Nautica and Halston, as well as other major brands that currently drive our business, including Calvin Klein and Tommy Hilfiger, all of which have strong brand equity and long-standing consumer appeal.

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, Karl Lagerfeld, Vilebrequin, Sonia Rykiel, G.H.

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

We are a licensee of choice for well-known brands, consisting of fashion brands including Calvin Klein, Tommy Hilfiger, Levi’s, Guess?, Kenneth Cole, Cole Haan, Vince Camuto, Dockers.

Beginning in January 2024, we will also sell products under the Nautica brand.

We also license team sports oriented brands, including the National Football League, National Basketball Association, Major League Baseball, National Hockey League and over 150 U.S.

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

Bass & Co., Eliza J, Jessica Howard, Andrew Marc, Marc New York, Wilsons Leather and Sonia Rykiel.

We are a licensee of choice for well-known fashion brands including Calvin Klein, Tommy Hilfiger, Nautica, Halston, Levi’s, Kenneth Cole, Cole Haan, Vince Camuto, Dockers and Champion.

We also license team sports oriented brands, including the National Football League, National Basketball Association, Major League Baseball, National Hockey League, Starter 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.

We believe that our well-

diversified brand portfolio of key 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.

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G-III for Her

Karl Lagerfeld

Karl Lagerfeld Paris

Karl Lagerfeld

Karl Lagerfeld Paris

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Jessica Howard

Wilsons Leather

We will market apparel for Nautica beginning in January 2024.

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

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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 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.

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 1,700 customers, including a cross section of retailers such as Macy’s, including its Bloomingdale’s division, Dillard’s, Hudson’s Bay Company, including its 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 leading online retail partners such as Amazon, Fanatics, Zalando and Zappos and have made minority investments in two e-commerce retailers.

We also sell our products using digital channels 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 leading online retail partners such as Amazon, Fanatics, Zalando and Zappos and have made minority investments in two e-commerce retailers.

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.

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.

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

Experienced management team.

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Sammy Aaron, our Vice Chairman and President, joined us in 2005 when we acquired Marvin Richards, Neal S.

Nackman, our Chief Financial Officer, has been with us for almost 20 years and Jeffrey Goldfarb, our Executive Vice President, has been with us for over 20 years.

Our leadership team has demonstrated experience in successfully acquiring, managing, integrating and positioning new businesses having completed ten acquisitions and several joint ventures over the last 20 years, while also adding numerous new licenses and licensed products to our portfolio.

Nackman, our Chief Financial Officer, has been with us for more than 20 years and Jeffrey Goldfarb, our Executive Vice President, has been with us for over 20 years.

In addition, in January 2024, Dana Perlman joined us as our Chief Growth and Operations Officer.

This newly created role is intended to leverage Ms.

Perlman’s over 20-year career in apparel, strategy and finance to drive innovation, optimize operations and identify new opportunities.

Our leadership team has demonstrated experience in successfully acquiring, managing, integrating and positioning new businesses having completed over ten acquisitions and several joint ventures over the last 20 years, while also adding numerous new licenses and licensed products to our portfolio.

Wholesale Operations

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The amendments to the license agreements for these products provide for staggered extensions by category that expire beginning December 31, 2024 and continuing through December 31, 2027.

The table below reflects these extensions and also provides similar information for other license agreements.

PVH Corp., the owner of Calvin Klein and Tommy Hilfiger, has indicated that it intends to produce these products itself once the license agreements expire.

In March 2023, we announced the signing of a long-term license with Authentic Brands Group for the Nautica brand in North America.

In March 2023, we announced the signing of a long-term license with Authentic Brands Group for women’s apparel under the Nautica brand in North America.

We will produce across a number of categories, starting with jeans then expanding in a phased approach into additional categories including sportswear, suit separates and dresses.

The new five-year license agreement, effective beginning in January 2024, includes three extensions, for five years each.

First deliveries are expected to hit the floor in January 2024.

The new five-year license agreement, effective as of January 2024, includes three extensions for five years each.

First deliveries began in 2024.

In May 2023, we announced the signing of a long-term master license with Xcel Brands, Inc.

for the Halston brand for all categories of Halston men’s and women’s product.

The agreement provides for an initial term of five years, followed by a twenty-year period, with G-III having the right to terminate every five years.

We also have a purchase option for the Halston brand at the end of the twenty-five year term.

First deliveries of Halston product are expected to begin in the July 2024.

In September 2023, we announced the signing of a long-term license with HanesBrands Inc.

to design and produce men’s and women’s outerwear collections for their Champion brand in North America.

The agreement provides for an initial term of five years, effective as of January 2024, with a five year renewal option based on achieving sales targets.

First deliveries of Champion product are expected for the Fall 2024 season.

Date Potential Renewal

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December 31, 2024

Champion (men's and women's outerwear)

December 31, 2028

December 31, 2033

Cole Haan (Men's and women's outerwear)

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November 30, 2024

(Men's and women's outerwear)

Halston (men's and women's apparel)

December 31, 2028

(Women's dresses)

December 31, 2048

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December 31, 2029

December 31, 2023

Tommy Hilfiger x Leagues

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December 31, 2029

These categories are part of the Tommy Hilfiger license agreement that is referred to as “Women’s apparel” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022.

We have separated these categories for presentation purposes in this chart as there are different term end dates for these categories in the amendment to the Women’s apparel license agreement.

December 31, 2039

We have continually sought to increase our portfolio of name brands, product offerings and tiers of distribution because we believe that consumers prefer to buy brands they know and brand owners prefer to engage licensees who have a successful track record of developing brands.

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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 material 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.

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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, which owns DKNY and Donna Karan, two of the world’s most iconic and recognizable power brands.

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

In October 2021, we acquired European luxury fashion brand Sonia Rykiel and in May 2022, we acquired the remaining interests that we did not own in the iconic Karl Lagerfeld fashion brand.

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.

We continue to seek new licensing opportunities to broaden the reach of these 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 and across geographies.

We continue to seek new licensing opportunities to broaden the reach of these brands and evaluate opportunities to acquire established brands.

DKNY and Donna Karan

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

In addition, we expect increased 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 channels and geographies

After acquiring the brands in December 2016, we initially focused on re-positioning and re-launching the DKNY brand.

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

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

Our DKNY products are designed to merge modern tailoring with sophisticated ease, celebrating the aspirational and practical spirit of New York, with a highly differentiated perspective from Donna Karan.

Products developed reflect the DNA of the DKNY brand and visual identity for the new evolution of DKNY.

We believe that DKNY is a premier fashion and lifestyle brand.

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

Donna Karan has been a small business for us to date.

We are now focused on the re-positioning and expansion of the brand for Spring 2024.

The new Donna Karan will be a modern system of dressing created to appeal to a woman’s senses on every level, addressing the full lifestyle needs of a new consumer.

Donna Karan product is expected to be distributed in better department stores, digital channels and our own Donna Karan website in North America and internationally.

We are now focused on the re-positioning and expansion of the brand with first deliveries made for Spring 2024.

The new Donna Karan is a modern system of dressing created to appeal to a woman’s senses on every level, addressing the full lifestyle needs of a new consumer.

Inspired by the Donna Karan archives, we have thoughtfully created a new product line that captures the brand’s ethos of timeless elegance, empowering women and accessible luxury, tailored to meet the lifestyle needs of today’s customer.

Donna Karan product is distributed in better department stores, digital channels and our own Donna Karan website in North America.

Donna Karan is widely considered a top fashion brand and is recognized as one of the most famous designer names in American fashion.

We believe this indicates that consumer demand exists for the brand.

Our initial product offerings are resonating with consumers.

The excitement and global attention created by this launch has generated momentum and we believe we can expand the brand globally over

We believe that the strength of the Donna Karan brand, along with our success with the DKNY brand, demonstrates the potential for our new Donna Karan products.

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This acquisition represents a significant opportunity to expand our international growth by further developing our European-based brands which also include Vilebrequin and Sonia Rykiel.

This acquisition represents a significant opportunity to expand our international presence by further developing our European-based brands which also include Vilebrequin and Sonia Rykiel.

We believe that Karl Lagerfeld’s existing digital channel presence could enable us to enhance our omni-channel business and further accelerate our digital initiatives.

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

As of January 31, 2023, Vilebrequin products were distributed through select wholesale distribution, 97 company-operated stores and 87 licensed stores, located internationally and in the United States, as well as digitally on our websites.

As of January 31, 2024, Vilebrequin products were distributed through select wholesale distribution, 104 company-operated stores and 95 licensed stores across over 100 countries, as well as digitally on www.vilebrequin.com.

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

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

In September 2022, Vilebrequin acquired a beach concession in Cannes, and plans to open the first Vilebrequin Beach club at this location in the spring of 2023.

Ideally located on the French Riviera, this first Vilebrequin Beach club is expected to further expand our brand awareness.

Vilebrequin also opened a branded beach cabana club at the Boca Raton Hotel.

We expect to continue to expand with store openings in global key markets and reinforce the luxury status of Vilebrequin with immersive brand experiences.

In April 2023, Vilebrequin opened the first Vilebrequin Beach club in Cannes, France.

Vilebrequin also opened a branded beach cabana club at the Boca Raton Hotel in Florida.

In the fall of 2023, Vilebrequin entered into a multi-year licensing agreement with a developer of a luxury lifestyle hotel in Miami Beach, Florida to design a rooftop pool deck, restaurant and retail store that is expected to open in late 2024.

These hospitality offerings are expected to expand Vilebrequin’s brand awareness.

We expect to continue to expand with store openings in global key markets and reinforce the luxury status of Vilebrequin through immersive brand experiences.

In October 2021, we purchased European luxury fashion brand Sonia Rykiel.

Sonia Rykiel, who created this well-known brand, was one of the leading figures of Parisian fashion.

We relaunched the brand in the fall of 2022 with the opening of retail stores in Paris, New York and Monaco, and plan to expand further into Europe and other regions in 2023.

We believe this purchase will enable us to expand into the luxury space and increase our international presence.

We also believe that there is untapped potential for this brand.

We relaunched the brand in the fall of 2022 with collections that

celebrate the brand’s legacy and archives.

We are seeking to reinforce Sonia Rykiel’s position in relevant markets and we plan to further expand the brand’s global footprint in fiscal 2025.

We are committed to preserving Sonia Rykiel’s distinct identity while embracing fresh perspectives and creative collaborations.

Licensing of Proprietary Brands

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Bass in selected categories after acquiring these brands.

Our licensing

program has significantly increased as a result of owning the DKNY, Donna Karan and Karl Lagerfeld brands.

Our licensing program has significantly increased as a result of owning the DKNY, Donna Karan and Karl Lagerfeld and Karl Lagerfeld Paris brands.

We currently license our proprietary brands in a variety of categories and continue to seek new licensing opportunities to broaden the reach of these brands.

We have strong relationships with category leading license partners, including, but not limited to, Fossil, Marchon, Komar and Inter Parfums.

We have strong relationships with category leading license partners, including, but not limited to, Marchon, Komar and Inter Parfums.

The DKNY and Donna Karan brands have worldwide license agreements for a broad array of products including fragrance, 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 underwear, men’s loungewear, men’s swimwear, men’s and women’s golfwear, men’s and women’s socks, and furniture.

In September 2021, we entered into a long-term global licensing agreement with Inter Parfums, Inc.

We have a long-term global licensing agreement with Inter Parfums, Inc.

for the creation, development and distribution of fragrances and fragrance-related products under the DKNY and Donna Karan brands.

Inter Parfums, Inc.

became the exclusive licensee for these products effective July 1, 2022 with the initial term of the license extending through December 31, 2032.

The initial term of the license extends through December 31, 2032 and includes a 5 year option to renew given the achievement of certain sales targets.

We believe the fragrance category enables our brands to connect more broadly with global consumers.

We have also recently entered into license agreements for the creation, development and distribution of men’s underwear under the DKNY and DKNY Sport brands in the United States and Canada, tech accessories under the DKNY brand throughout the world and rugs under the DKNY brand in North America.

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

We believe that we can capitalize on significant, untapped global licensing potential for these brands in a number of categories and we intend to grow royalty streams by expanding existing licenses, as well as through new categories with new licensees.

We license the Karl Lagerfeld brand for a wide range of product categories including, but not limited to, footwear, men’s apparel, ready to wear fashions, fragrances, children’s clothing, and eyewear.

We license the Karl Lagerfeld brand for a wide range of product categories including, but not limited to, footwear, men’s apparel, fragrances, children’s clothing, eyewear and tech accessories.

Additionally, we license the Karl Lagerfeld Paris brand for bedding and bath products.

We license the G.H.

Bass brand in the United States and internationally for men’s, women’s and children’s footwear, children’s clothing, men’s denim, men’s underwear and loungewear, and bedding and bath products and the Andrew Marc brand in North America for men’s and boy’s tailored clothing and men’s and women’s denim

Bass brand in the United States and internationally for men’s, women’s and children’s footwear, children’s clothing, men’s and women’s sportswear apparel and bedding and bath products.

We license the Andrew Marc brand in North America for men’s and boy’s tailored clothing and men’s and women’s denim.

We license the Vilebrequin brand internationally for fragrance and soap related products, watches, denim and paddleboards.

We license the Sonia Rykiel brand internationally for children’s apparel, women’s footwear and women’s fashion jewelry.

Retail Operations

As of January 31, 2023, our retail operations segment consisted of 59 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.

As of January 31, 2024, our retail operations segment consisted of 53 stores operated under our Karl Lagerfeld Paris and DKNY brands, as well as digital channels for the DKNY, Donna Karan, Karl Lagerfeld Paris, G.H.

Bass, Andrew Marc and Wilsons Leather businesses.

Our DKNY stores offer a large range of products including sportswear, dresses, outerwear, handbags, footwear and athleisure apparel.

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

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

Our DKNY stores offer a large range of products including sportswear, dresses, outerwear, handbags, footwear and athleisure apparel.

We are developing additional digital marketing initiatives on our websites and through social media.

We are investing in digital personnel, marketing, logistics, planning, distribution and other strategic opportunities to expand our digital footprint.

Our digital business for our retail operations segment consists of our own web platforms at www.dkny.com, www.donnakaran.com, www.karllagerfeldparis.com, www.ghbass.com, www.andrewmarc.com and www.wilsonsleather.com.

Our digital business for our retail operations segment consists of our own web platforms at www.dkny.com, www.donnakaran.com, www.karllagerfeldparis.com, www.ghbass.com and www.wilsonsleather.com.

Our digital business also includes our own web platforms at www.vilebrequin.com, www.soniarykiel.com and www.karl.com which are part of our wholesale operations segment.

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 leading pure online retail partners such as Amazon, Fanatics, Zalando and Zappos and have made minority investments in two e-commerce retailers.

In addition, we sell to leading online retail partners such as Amazon, Fanatics, Zalando and Zappos.

Products — Development and Design

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Manufacturing and Sourcing

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

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

Karl Lagerfeld’s products are manufactured primarily in China, Portugal, Turkey and India.

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

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.

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, compliance, 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.

Our Hong Kong subsidiary supports third party production of products on an agency fee basis and 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.

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.

G-III’s wholesale operations and retail operations segments arrange for the production of products from a global network of independent, third-party manufacturers, primarily located in Asia.

During fiscal 2024, approximately 77% of our product was sourced from Vietnam, China and Indonesia.

We do not own any manufacturing facilities.

Our sourcing operations are based in China and Hong Kong in order to facilitate better service and manage the volume of manufacturing in Asia.

These offices act as an agent for substantially all of our sourcing in Asia and monitors production at manufacturers’ facilities to ensure quality control, compliance with our manufacturing specifications and social

responsibility standards, as well as timely delivery of finished garments to our distribution facilities.

We also have sourcing offices in Vietnam, Indonesia, Jordan and Bangladesh to help support these efforts.

Prior to placing production, and on a recurring basis, we conduct assessments of political, social, economic, environmental, trade, labor and intellectual property protection conditions in the countries in which we source our products, and we conduct assessments of our manufacturers and supply chain, as discussed under “Vendor Code of Conduct” below.

In connection with the manufacture of our products, manufacturers purchase raw materials including fabric and other materials (such as linings, zippers, buttons, and trim) at our direction.

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.

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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 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 losses arising during shipping.

We have not entered into any long-term contractual arrangements with any contractor or manufacturer.

We believe that the production capacity of each foreign manufacturer 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.

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

We expect all of our suppliers shipping to the United States to adhere to the requirements of the U.S.

Customs and Border Protection’s Customs-Trade Partnership Against Terrorism (“C-TPAT”) program, including standards relating to facility security, procedural security, personnel security, cargo security, and the overall protection of the supply chain.

In the event a supplier does not comply with our C-TPAT requirements, or if we have determined that the supplier will be unable to correct a deficiency, we may move that supplier’s product through alternative supply chain channels or we may terminate our business relationship with the supplier.

Vendor Code of Conduct

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The training provides the factories with a more in-depth explanation of our Vendor Code of Conduct.

In addition to their contractual obligations, 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

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We continue to work towards achieving a stronger, more engaging workplace coupled with a foundation for enhancing the employee experience by continuing to promote our passion for our product, pride in our partnerships, our accountability and our entrepreneurial spirit.

We are committed to the health and safety of our employees and customers and have taken extra care to protect them throughout the fluid nature of the pandemic with responsive workplace policies and procedures.

We are committed to providing a healthy work environment that allows employees to feel highly valued, productive and effective within their jobs by maintaining an inclusive environment which we believe positively impacts employee engagement.

Our employees are the heart of our organization and our ongoing emphasis to recruit and retain the best talent in our industry continues as a top priority.

We are constantly striving to build upon and improve our talent acquisition and selection processes, onboarding experience and training initiatives.

Diversity, Equity and Inclusion

We are a diverse workplace and know that, to succeed, we must become an even more diverse, equitable and inclusive organization.

Currently, over 40% of our leadership team and 71% of our overall workforce self-identify as women, and 48% of our overall workforce identify as Black, Indigenous and People of Color (“BIPOC”).

Of our twelve Board members, there are four women and four people of diverse backgrounds, exceeding NASDAQ requirements for board

Currently, approximately 60% of our leadership team and 72% of our overall workforce self-identify as women, and 48% of our overall workforce identify as Black, Indigenous and People of Color (“BIPOC”).

Of our fourteen Board members, there are four women and four people of diverse backgrounds, exceeding NASDAQ requirements for board diversity.

We recognize that insights and ideas from a diverse range of backgrounds will better position us for the future and continue to work towards increasing Board diversity.

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We are a founding member of the groundbreaking Social Justice Center at the Fashion Institute of Technology (“FIT”), a premier fashion university, whose purpose is to help establish a program that is intended to increase opportunities and accelerate social equity for BIPOC persons entering our industry for years to come.

Additionally, we continued our partnership with UNCF (“United Negro College Fund”) by sponsoring four enriching and rewarding student internships.

Additionally, we continued our partnership with UNCF (“United Negro College Fund”) by sponsoring two enriching and rewarding student internships.

These interns were provided room and board at FIT.

They participated in a program that consisted of educational master class sessions and experienced New York theatre and other local programs.

In fiscal 2023, we will continue to support UNCF by providing students the opportunity to gain firsthand experience working at G-III.

In addition, we funded two scholarships through UNCF.

In fiscal 2025, we will continue to support our diversity efforts by working directly with Historically Black Colleges and Universities by providing two students the opportunity to gain firsthand experience working at G-III.

Diversity, Equity and Inclusion are at the heart of G-III’s values.

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Having the right talent in the organization is one of the most critical aspects of our business.

This year we grew our HR team to enhance opportunities focused on hiring, developing and retaining talent.

We invested in new HR systems that will enhance the recruitment process and facilitate compliance with the continuously changing landscape of employment law.

We also introduced a Lunch and Learn program facilitated by our leadership team for employees that has provided an opportunity for continuous learning about our business.

We are planning to introduce a G-III Master Class training library in fiscal 2024 that will make these sessions and other educational tools accessible to our employees.

This year our HR team focused on hiring, developing and retaining talent.

After a successful launch of our Lunch and Learn program facilitated by our leadership team, we have continued the program by offering a second semester of courses that will provided an opportunity for continuous learning about our business.

We have procured a training solution program that will incorporate a G-III Master Class training library that will make these sessions and other educational tools accessible to our employees.

Through our aggressive recruiting, we have been able to bring in best-in-class talent.

We had several key hires at the Company, including a new head of digital, who is building a new team to accelerate the development of our digital business.

Additionally, we welcomed a new President of Donna Karan/DKNY Europe situated in our Milan office who will continue to develop our expanding reach in Europe.

We had several key hires at the Company, including our Chief Growth and Operations Officer, Dana Perlman, who has significant industry experience through her over 20-year career in apparel, strategy and finance.

Compensation, Benefits, Safety and Wellness

We expanded our comprehensive health and retirement benefits to eligible employees this year, most notably, with the introduction of Aetna Inc.

for our health plans and Fidelity Investments for our 401(k) plan.

We also introduced and sponsored paid subscriptions to Headspace and Noom, smartphone applications that offer dedicated tools to support employee wellness.

We firmly believe our comprehensive benefit programs are an integral part of our talent acquisition, retention and overall employee experience.

We continually evaluate and benchmark our programs to ensure they remain competitive, on-trend and meet compliance.

Our fiscal 2025 goals include enhancing our employee education on the value of our benefit programs.

We successfully re-introduced our onsite Benefits and Health Fair for corporate employees for the first time

since the pandemic.

In addition to our benefit programs, we annually recognize the tenure of our employees with service awards and celebrated 98 employees with service of 10, 20, 25, 30, and 35 years.

We look forward to continuing this longstanding G-III tradition.

Corporate Social Responsibility

We spend significant time implementing our key initiatives, developing programs and furthering our Corporate Social Responsibility (“CSR”) agenda.

● Engage Our People – Embodying our spirit of agility and entrepreneurism, in fiscal 2023 our teams continued to build on the success we achieved in fiscal 2022 as we ensured that business was conducted despite the impact of the COVID-19 pandemic.

With teams back in the office fulltime, we began developing and executing several team building activities to bring people together such as our Lunch and Learn program.

We also further engaged our supply chain partners to improve their employment practices and positively impact the workforce within our supply chain.

We understand that the success of our supply chain is critical to our future and we have taken important steps to improve it.

We joined the Sustainable Apparel Coalition (“SAC”) which works to reduce the social and environmental impact of apparel, footwear and textile production around the world by employing the Higg Factory Evaluation Module (“FEM”) which is an environmental assessment of supply chain factories shared among brands and industries.

SAC has annual requirements and goals for its members to meet to keep the industry moving towards greater sustainability.

Engaging our supply chain partners to participate in SAC is intended to

result in more factories completing environmental and social assessments that are shared across the industry.

This promotes standardized measurement for products and the supply chain and reduces redundancies among brands and factories performing audits of their sustainability practices.

We have continued to focus on the forced labor issues facing our industry and have reviewed our relationships in an attempt to protect against the use of forced labor in our supply chain.

We formalized an internal cotton traceability program to further mitigate the risk of forced labor being used to produce product for us.

This program includes enhancements to management systems, training, and tracking tools across our supply chain.

To further bolster our programs against this risk, w e engaged ORITAIN TM , a third-party that uses forensic technology to trace materials back to their fiber origins.

This traceability is essential to mitigating the risk that forced labor is used throughout the supply chain.

Combined with ORITAIN TM ’s technology and our internal management systems, we are working to mitigate these global supply chain risks.

Additionally, with ORITAIN TM ’s help, we have begun exploring technology partners that can support us with tracing and tracking our total material usage.

Taken together, we believe we have developed a strong approach and intend to continue to refine our oversight of our supply chain.

● Protect Our Environment – We continue to work towards reducing our environmental impact by enacting sustainable fashion practices.

We are working on determining our Scope 1 and Scope 2 baseline greenhouse gas (“GHG”) emissions for 2022 reporting based on the proposed rules set forth by the Securities and Exchange Commission in March 2022.

Using this baseline, we intend to set strategic goals for reducing our GHG emissions from both a short-term and long-term perspective.

We have engaged an industry-leading environmental consultancy to support our understanding our of GHG emissions and assist us in developing best practices to support our goal of reducing our environmental impact.

Our focus includes (i) understanding the environmental impact made by our choices and how we can reduce those impacts in thoughtful and strategic ways without disrupting our business and (ii) fostering a culture of environmental understanding and accountability in all that we do.

We are making progress on our goal to use 100% recycled materials for all synthetic fibers by 2030 by working to set goals for adoption of more sustainable materials.

We are exploring potential technology solutions to help us reach our goals.

Invest in Our Communities – G-III has a longstanding commitment to philanthropy and supporting communities in which we live and serve.

We continue to maximize opportunities to give to and engage with our charitable partners.

We are involved with various charitable organizations including Ronald McDonald House, Women In Need (“WIN”), UNCF, Delivering Good, Hetrick Martin Institute and City Harvest, in addition to supporting the new Social Justice Center at the Fashion Institute of Technology.

We have also partnered with new programs to provide aid to people impacted by current events.

This year, we supported the Ukrainian humanitarian crisis financially and through in-kind donations of our products.

We also established a new internal committee, comprised of our employees, who are actively involved in developing and executing charitable initiatives across the organization.

This committee has already strengthened our involvement with our charitable partners in new ways.

G-III is committed to continuing its mission to help others in the community through corporate and employee donations and volunteerism.

Our work with our new consultants is expected to bring about greater change in this coming year as we continue to make progress on our core CSR principles:

We invested significant time and resources furthering our key initiatives, developing programs and expanding our Corporate Social Responsibility (“CSR”) agenda.

We have made important progress to reinforce our social and environmental standards as we continue to refine our oversight of our supply chain.

● Engage Our People – In line with our entrepreneurial spirit, we have worked hard to advance our strategic priorities and build upon the success of fiscal 2023, skillfully navigating through another tough environment.

We remain focused on fostering a stronger, more engaging workplace for our employees.

We have invested in new HR systems to enhance our recruitment process and talent retention to ensure we bring in and keep best-in-class talent, and we have expanded our Lunch and Learn programs, led by our leadership team, to facilitate opportunities for continuous learning and development for our team.

We recognize the importance of ensuring the workers in our supply chain are treated fairly and our vendors are abiding by our Vendor Code of Conduct.

Thus, we work closely with suppliers to develop and implement strategies that align with our social and environmental standards.

We have also enhanced the effectiveness of our supplier audits through our continued participation in the Social & Labor Convergence Program, allowing us to reduce the number of audits for suppliers, lessening redundancies in shared audits and better assist factories to focus on addressing their most pressing issues.

Forced labor continues to be a point of focus across our industry, and we work closely with our supply chain partners to mitigate the risk of forced labor being used to make our products or raw materials utilized in our products.

We have advanced our internal cotton traceability program through the implementation of annual Cotton Compliance Monitoring training sessions to educate our staff and factories about our requirements and procedures for ensuring the ethical sourcing of cotton.

We are enhancing our program by working on ways to couple these traceability lessons with other materials in our products.

We continue to explore ways other SaaS technologies might mitigate risks.

We also continue to leverage the testing capabilities of ORITAIN TM to trace materials back to their fiber origins to mitigate the risk that forced labor is used in our supply chain.

We routinely engage with counsel and industry organizations with respect to regulatory developments to ensure our practices and procedures are aligning with the continually developing regulatory landscape, and we remain committed to ensuring proper treatment for everyone who works in our supply chain.

● Protect Our Environment – We continue to work towards reducing the environmental impact of our own operations and that of our entire supply chain by enacting sustainable fashion practices and working closely with our supply chain partners.

This year also marked our second year as a part of the Sustainable Apparel Coalition (“SAC”) as we continue to collaborate with others in the industry to strengthen our social and environmental programs and improve vendor performance.

We are implementing the SAC’s Higg Facility Environmental Module across our Tier 1 and 2 supplier factories, providing us with greater insight into their environmental impact and allowing us to identify opportunities for further improvement.

We are making progress on our goal to transition our synthetic materials to 100% recycled sources by 2030.

We are also working to increase the use of recycled, organic, and natural fibers, and we are introducing recycled synthetic fibers certified by the Global Recycled Standard or the Recycled Claim Standard into a growing number of our products.

Notably, in 2023, Vilebrequin, our premier European swimwear brand, manufactured over 80% of its products from preferred materials which consistently deliver reduced impacts and increased environmental benefits.

Over the past year we have furthered our work with our sustainability consultants and are collecting Scope 1 and Scope 2 emissions data from across our Company to better understand our GHG emissions.

Once we have established our baseline, we will work to implement best practices to reduce our environmental impact.

We are also focused on collecting our Scope 3 data and are developing our long-term sustainability strategy.

● Invest in Our Communities – Consistent with our longstanding commitment to philanthropy, we have continued to maximize opportunities with our charitable partners, including Ronald McDonald House, Women in Need (“WIN”), Delivering Good, Hetrick Martin Institute and City Harvest.

We have developed an internal associate committee so our employees can actively engage in developing and executing charitable initiatives across our organization.

We have a solid foundation in place, which we continue to build upon as we build our new Corporate Sustainability Strategy centered around our core CSR principles:

Engage Our People, Protect Our Environment and Invest in Our Community.

They represent a commitment to the greater good and our role in the global community.

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.

Customs duties on our products presently range from duty free to 37.5%, depending upon the

product, composition, construction, country of origin and country of import.

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

A substantial majority of our product is imported into the United States and, to a lesser extent, into Canada and Europe.

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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.

Section 301 Tariffs

Section 301 tariffs on certain goods from China went into effect in 2018.

The United States Trade Representative (“USTR”) is required to conduct a review of the effectiveness and economic impact of a Section 301 action every four years or else the tariffs would expire.

In May 2022, USTR announced that it was commencing a four-year review and between November 2022 and January 2023, USTR accepted comments from the public as to whether the Section 301 tariffs should be continued, terminated, or modified.

Section 301 tariffs were set to expire in September 30, 2023.

In December 2023, the USTR announced the extension through May 2024 of certain Section 301 exclusions.

It is difficult to accurately estimate the impact on our business from these tariff actions or similar actions or when any additional tariffs may become effective.

China Most Favored Nation Status

Following accusations against China that it employed forced labor in manufacturing processes within the country, a bill was introduced in January 2023 to strip China of its permanent Most Favored Nation status, effectively requiring China to re-secure its position by annually applying for presidential approval as a member country.

Two pieces of legislation intended to revoke China’s Permanent Most Favored Nation status are pending in Congress.

Because Most Favored Nation status grants special treatment among member counties with respect to tariffs, if this bill were to pass it would substantially increase tariffs between the United States and China.

The Generalized System of Preferences (“GSP”) program, which extends preferential tariff treatment to certain products from beneficiary developing countries, expired on December 31, 2020.

Re-authorization of GSP requires an act of Congress.

GSP has been allowed to expire several times since it was enacted in 1974.

Each time that GSP has been renewed following a lapse, the renewal has been retroactive, allowing for duties paid on GSP-eligible goods to be refunded following the re-authorization.

The Chairman of the House Ways and Means Trade Subcommittee has indicated that he plans to introduce a bill that would reauthorize GSP.

It has not been determined whether the potential future re-authorization of the GSP program will be fully retroactive and what will be the duration such re-authorization.

Marketing and Distribution

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We sell to approximately 1,700 customers, ranging from national and regional chains to small specialty stores.

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, Wilsons Leather and Sonia Rykiel businesses, as well as the digital channels of our retail partners such as Macy’s, Nordstrom, Amazon, Fanatics, Zalando and Zappos.

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

Bass, Wilsons Leather and Sonia Rykiel businesses, as well as the digital channels of our retail partners such as Macy’s, Nordstrom, Amazon, Fanatics, Zalando and Zappos.

Sales to our ten largest customers accounted for 70.1% of our net sales in fiscal 2024, 74.2% of our net sales in fiscal 2023 and 78.0% of our net sales in fiscal 2022.

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 19.2% of our net sales in fiscal 2024, 21.6% of our net sales in fiscal 2023 and 23.9% of our net sales in fiscal 2022.

In addition, sales to TJX Companies accounted for an aggregate of 15.4% of our net sales in fiscal 2023, 14.8% of our net sales in fiscal 2022 and 12.9% of our net sales in fiscal 2021.

Sales to TJX Companies accounted for an aggregate of 13.6% of our net sales in fiscal 2024, 15.4% of our net sales in fiscal 2023 and 14.8% of our net sales in fiscal 2022.

In addition, sales to Ross Stores accounted for an aggregate of 10.1% of our net sales in fiscal 2024, 9.2% of our net sales in fiscal 2023 and 12.7% of our net sales in fiscal 2022.

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

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We may also be required to spend a specified percentage of net sales of a licensed product on advertising placed by us.

Our marketing and press efforts on behalf of the DKNY and Donna Karan brands are highly focused around communicating brand DNA and visual identity for the new evolution of DKNY and Donna Karan.

We are re-building the brand image through high impact ad campaigns that feature socially relevant talent.

We are striving to create noteworthy marketing initiatives, collaborations and image programs to build brand awareness and bring in a new young customer.

Donna Karan and DKNY will continue to support global licensees with brand campaigns and product images to tell the

Our marketing efforts for the repositioned and expanded Donna Karan brand are focused on high impact brand campaigns with globally recognizable talent.

We are building brand awareness through messaging that communicates the brand’s historical origins and relevance to today’s consumer.

We have also launched noteworthy media and marketing initiatives to support our wholesale and retail channels.

We will continue to invest in paid strategies that place the brand in outdoor, print and digital media.

DKNY’s marketing efforts are focused around communicating brand DNA and visual identity for the new evolution of the brand.

We are building global awareness through high impact ad campaigns that feature relevant and noteworthy talent.

We strive to create marketing initiatives, collaborations and image programs to bring in a new, young customer.

We will support global licensees with campaigns and product images through our brand story.

We continue to invest in digital media and storytelling for brand amplification and to establish comprehensive commercial marketing tools that will support our global wholesale and retail channels.

Karl Lagerfeld’s marketing efforts are inspired by Karl Lagerfeld’s own mantra:

“embrace the present and invent the future.” We continuously seek to share relevant and engaging content, with a focus on digital content.

Inspired by Karl Lagerfeld’s own passion for collaboration, we regularly foster partnerships with top tier tastemakers and icons.

“embrace the present and invent the future.” We continuously seek to share relevant and engaging content, with a focus on high impact campaigns and digital content.

Inspired by Karl Lagerfeld’s own passion for collaboration, we regularly foster partnerships with top tier artists, tastemakers and icons.

Our campaigns for the Karl Lagerfeld brand are intended to grow awareness across our retail, digital, wholesale and franchise channels.

In North America, the Karl Lagerfeld Paris brand further amplifies this vision through locally-relevant brand engagement.

We are planning a large-scale marketing campaign including the launch of special products, collaboration with celebrities and the creation of content for our website and social media channels.

In Spring 2023, Vogue’s Met Gala, along with the museum’s summer exhibition, paid tribute to the life and work of Karl Lagerfeld.

This event created significant momentum for the brand and resulted in increased awareness, interest and growth in the Karl Lagerfeld and Karl Lagerfeld Paris brands.

In fiscal 2025, we expect to launch a project with a developer who will construct and sell 51 luxury villas under the Karl Lagerfeld brand in Dubai.

We expect that a new Karl Lagerfeld fragrance will be introduced to the market in summer 2024.

In September 2024, we expect to reopen our London Regent Street flagship store with our latest, elevated store concept and launch our Karl Studio collection of iconic pieces supported by a comprehensive marketing and communications campaign.

Our retail partners around the world are hosting events, pop-up shops and dedicating store windows to Karl Lagerfeld.

In Spring 2023, Vogue’s Met Gala, along with the museum’s summer exhibition, will pay tribute to the life and work of Karl Lagerfeld.

This event is expected to create extensive global news and social media coverage and significantly benefit Karl Lagerfeld’s global brand recognition.

We believe these efforts will be the most significant moment for the brand to date and we expect them to drive awareness, interest and sales in the Karl Lagerfeld and Karl Lagerfeld Paris brands.

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’s swimwear, ready-to-wear and accessories.

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

As digital sales of apparel continue to be an important part of our business, we are developing initiatives to increase our digital presence through our own websites 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.

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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 larger amount of our net sales and a substantial majority of our net income for the foreseeable future.

The second half of our fiscal 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.

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.

We act as licensee of certain trademarks owned by third parties that are used in connection with our business.

We act as licensee of certain trademarks owned by third parties that

are used in connection with our business.

The principal brands that we license are summarized under the heading “Wholesale Operations – Licensed Products” above.

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

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

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

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In markets outside of the United States, 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.

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.

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Executive Vice President and Director

Executive Vice President and Chief Growth and Operations Officer

Morris Goldfarb is our Chairman of the Board and Chief Executive Officer, as well as one of our directors.

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Jeffrey Goldfarb is the son of Morris Goldfarb.

Dana Perlman has joined us as our Executive Vice President and Chief Growth and Operations Officer in January 2024.

Prior to joining us, Ms.

Perlman was an executive at PVH Corp.

from 2012 to 2022, most recently serving as PVH’s Chief Strategy Officer and Treasurer from May 2021 to July 2022.

In that position, she led global business strategy and development along with Treasury and Investor Relations.

Prior to joining PVH, Ms.

Perlman held several roles in investment banking retail groups at Barclays Capital, Lehman Brothers, and Credit Suisse First Boston.

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