UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-14229

QUIKSILVER, INC.

(Exact name of registrant as specified in its charter)

Delaware	33-0199426
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

15202 Graham Street

Huntington Beach, California

92649

(Address of principal executive offices)

(Zip Code)

(714) 889-2200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares outstanding of Registrant’s Common Stock, par value $0.01 per share, at September 3, 2013 was 168,367,666

QUIKSILVER, INC.

FORM 10-Q

INDEX

	Page No.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Quiksilver, Inc. Condensed Consolidated Statements of Operations Third Quarter (Three Months) Ended July 31, 2013 and 2012		2
Quiksilver, Inc. Condensed Consolidated Statements of Comprehensive Income (Loss) Third Quarter (Three Months) Ended July 31, 2013 and 2012		2
Quiksilver, Inc. Condensed Consolidated Statements of Operations Nine Months Ended July  31, 2013 and 2012		3
Quiksilver, Inc. Condensed Consolidated Statements of Comprehensive Income (Loss) Nine Months Ended July 31, 2013 and 2012		3
Quiksilver, Inc. Condensed Consolidated Balance Sheets July 31, 2013 and October 31, 2012		4
Quiksilver, Inc. Condensed Consolidated Statements of Cash Flows Nine Months Ended July  31, 2013 and 2012		5
Quiksilver, Inc. Notes to Condensed Consolidated Financial Statements		6
Item  2. Management’s Discussion and Analysis of Financial Condition and Results of Operations:
Cautionary Note Regarding Forward-Looking Statements		38
Business Overview		39
Results of Operations		40
Third Quarter (Three Months) Ended July  31, 2013 Compared to Third Quarter (Three Months) Ended July 31, 2012		41
Nine Months Ended July 31, 2013 Compared to Nine Months Ended July 31, 2012		45
Financial Position, Capital Resources and Liquidity		49
Critical Accounting Policies		51
New Accounting Pronouncements		53
Item 3. Quantitative and Qualitative Disclosures About Market Risk		53
Item 4. Controls and Procedures		54
Part II - OTHER INFORMATION
Item 1A. Risk Factors		55
Item 6. Exhibits		56
SIGNATURES		58

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

QUIKSILVER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended July 31,
In thousands, except per share amounts	2013			2012
Revenues, net	$	495,764		$	512,439
Cost of goods sold		250,989			258,951
Gross profit		244,775			253,488
Selling, general and administrative expense		216,579			225,788
Asset impairments		2,152			141
Operating income		26,044			27,559
Interest expense		20,195			14,834
Foreign currency loss/(gain)		4,074			(2,242	)
Income before (benefit)/provision for income taxes		1,775			14,967
(Benefit)/provision for income taxes		(49	)		2,508
Net income		1,824			12,459
Net loss attributable to non-controlling interest		247			151
Net income attributable to Quiksilver, Inc.	$	2,071		$	12,610
Net income per share attributable to Quiksilver, Inc., basic	$	0.01		$	0.08
Net income per share attributable to Quiksilver, Inc., diluted	$	0.01		$	0.07
Weighted average common shares outstanding, basic		167,624			164,518
Weighted average common shares outstanding, diluted		190,568			173,899

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three months ended July 31,
In thousands	2013			2012
Net income	$	1,824		$	12,459
Other comprehensive loss:
Foreign currency translation adjustment		(522	)		(34,141	)
Net unrealized (loss)/gain on derivative instruments, net of tax of ($607) (2013) and $3,080 (2012)		(1,618	)		6,021
Comprehensive loss		(316	)		(15,661	)
Comprehensive loss attributable to non-controlling interest		247			151
Comprehensive loss attributable to Quiksilver, Inc.	$	(69	)	$	(15,510	)

See notes to condensed consolidated financial statements.

2

QUIKSILVER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Nine months ended July 31,
In thousands, except per share amounts	2013			2012
Revenues, net	$	1,385,530		$	1,454,273
Cost of goods sold		709,912			730,686
Gross profit		675,618			723,587
Selling, general and administrative expense		660,042			680,213
Asset impairments		10,652			556
Operating income		4,924			42,818
Interest expense		50,991			45,464
Foreign currency loss/(gain)		4,629			(4,701	)
(Loss)/Income before provision for income taxes		(50,696	)		2,055
Provision for income taxes		10,322			14,913
Net loss		(61,018	)		(12,858	)
Net income attributable to non-controlling interest		(435	)		(2,257	)
Net loss attributable to Quiksilver, Inc.	$	(61,453	)	$	(15,115	)
Net loss per share attributable to Quiksilver, Inc.	$	(0.37	)	$	(0.09	)
Net loss per share attributable to Quiksilver, Inc., assuming dilution	$	(0.37	)	$	(0.09	)
Weighted average common shares outstanding, basic		166,735			163,930
Weighted average common shares outstanding, diluted		166,735			163,930

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Nine months ended July 31,
In thousands	2013			2012
Net loss	$	(61,018	)	$	(12,858	)
Other comprehensive loss:
Foreign currency translation adjustment		(7,066	)		(66,192	)
Net unrealized (loss)/gain on derivative instruments, net of tax of $1,575 (2013) and $9,388 (2012)		(3,687	)		17,041
Comprehensive loss		(71,771	)		(62,009	)
Comprehensive income attributable to non-controlling interest		(435	)		(2,257	)
Comprehensive loss attributable to Quiksilver, Inc.	$	(72,206	)	$	(64,266	)

See notes to condensed consolidated financial statements.

3

QUIKSILVER, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

In thousands, except share amounts	July 31, 2013			October 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	62,383		$	41,823
Restricted cash		409,167			—
Trade accounts receivable, less allowances of $59,593 (2013) and $59,132 (2012)		418,189			433,743
Other receivables		24,980			32,818
Income taxes receivable		2,779			—
Inventories		399,162			344,746
Deferred income taxes		28,086			26,368
Prepaid expenses and other current assets		35,819			26,371
Total current assets		1,380,565			905,869
Fixed assets, less accumulated depreciation and amortization of $257,838 (2013) and $233,441 (2012)		227,997			238,313
Intangible assets, net		138,384			139,449
Goodwill		272,417			273,167
Other assets		54,561			47,789
Deferred income taxes		118,603			113,653
Total assets	$	2,192,527		$	1,718,240
LIABILITIES AND EQUITY
Current liabilities:
Lines of credit	$	—		$	18,147
Accounts payable		238,311			203,572
Accrued liabilities		107,001			114,891
Current portion of long-term debt		43,153			18,647
Debt to be redeemed		409,167
Income taxes payable		—			1,359
Total current liabilities		797,632			356,616
Long-term debt, net of current portion		807,094			721,175
Other long-term liabilities		34,976			38,213
Total liabilities		1,639,702			1,116,004
Equity:
Preferred stock, $.01 par value, authorized shares - 5,000,000; issued and outstanding shares - none		—			—
Common stock, $.01 par value, authorized shares - 285,000,000; issued shares - 171,247,866 (2013) and 169,066,161 (2012)		1,712			1,691
Additional paid-in capital		567,601			545,306
Treasury stock, 2,885,200 shares		(6,778	)		(6,778	)
Accumulated deficit		(104,774	)		(43,321	)
Accumulated other comprehensive income		75,659			86,412
Total Quiksilver, Inc. stockholders’ equity		533,420			583,310
Non-controlling interest		19,405			18,926
Total equity		552,825			602,236
Total liabilities and equity	$	2,192,527		$	1,718,240

See notes to condensed consolidated financial statements.

4

QUIKSILVER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended July 31,
In thousands	2013			2012
Cash flows from operating activities:
Net loss	$	(61,018	)	$	(12,858	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		38,018			39,437
Stock-based compensation		16,195			17,272
Provision for doubtful accounts		4,511			1,601
Loss on disposal of fixed assets		23			178
Foreign currency loss/(gain)		621			(2,472	)
Asset impairments		10,652			556
Non-cash interest expense		5,877			2,814
Equity in earnings		247			(19	)
Deferred income taxes		(281	)		9,349
Changes in operating assets and liabilities, net of the effects from business acquisitions:
Trade accounts receivable		9,444			(25,705	)
Other receivables		365			11,043
Inventories		(62,540	)		(55,684	)
Prepaid expenses and other current assets		(13,554	)		(11,068	)
Other assets		2,323			885
Accounts payable		37,011			33,845
Accrued liabilities and other long-term liabilities		4,354			(17,099	)
Income taxes receivable/payable		(4,765	)		(8,956	)
Net cash used in operating activities		(12,517	)		(16,881	)
Cash flows from investing activities:
Changes in restricted cash		(409,167	)		—
Capital expenditures		(39,366	)		(47,177	)
Business acquisitions, net of cash acquired		—			(9,117	)
Net cash used in investing activities		(448,533	)		(56,294	)
Cash flows from financing activities:
Borrowings on lines of credit		6,157			11,377
Payments on lines of credit		(22,561	)		(12,326	)
Borrowings on long-term debt		646,876			127,034
Payments on long-term debt		(142,121	)		(57,513	)
Payments of debt issuance costs		(13,087	)		—
Stock option exercises and employee stock purchases		6,165			1,335
Transactions with non-controlling interest owners		—			(11,000	)
Net cash provided by financing activities		481,429			58,907
Effect of exchange rate changes on cash		181			(13,582	)
Net increase/(decrease) in cash and cash equivalents		20,560			(27,850	)
Cash and cash equivalents, beginning of period		41,823			109,753
Cash and cash equivalents, end of period	$	62,383		$	81,903
Supplementary cash flow information:
Cash paid during the period for:
Interest	$	42,035		$	38,836
Income taxes	$	11,126		$	13,100
Non-cash investing activities:
Capital expenditures accrued at period end	$	6,181		$	3,291

See notes to condensed consolidated financial statements.

5

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statement presentation.

Quiksilver, Inc. and its subsidiaries (the “Company”) has included all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results of operations for both the third quarter (three months) and nine months ended July 31, 2013 and 2012. References to any particular fiscal year refer to the year ended October 31 of that year (for example, “fiscal 2013” refers to the year ending October 31, 2013). The condensed consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes for the fiscal year ended October 31, 2012 included in the Company’s most recent Annual Report on Form 10-K. Interim results are not necessarily indicative of results for the full year.

2. New Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-02 requires presentation, either on the face of the financial statements or in the notes, of amounts reclassified out of accumulated other comprehensive income by component and by net income line item. This new guidance is effective on a prospective basis for the Company on November 1, 2013. As this guidance only impacts the presentation and disclosure of amounts reclassified out of accumulated other comprehensive income, the adoption will not have an impact on the Company’s consolidated financial position or results of operations.

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment.” ASU 2011-08 allows entities testing goodwill for impairment the option of performing a qualitative assessment to determine the likelihood of goodwill impairment and whether it is necessary to perform the two-step impairment test currently required. The updated guidance became effective for the Company on November 1, 2012. The adoption of this standard did not have a material impact on the Company’s consolidated financial position or results of operations.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” ASU 2011-05 requires the components of net income and other comprehensive income to be either presented in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. In December 2011, the FASB issued ASU 2011-12, which indefinitely defers the requirement to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented, while the FASB further deliberated this aspect of the proposal. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. Both issuances on the presentation of comprehensive income became effective for the Company on November 1, 2012. As this guidance only amends the presentation of the components of comprehensive income, the adoption did not have an impact on the Company’s consolidated financial position or results of operations.

3. Segment Information

Operating segments are defined as components of an enterprise which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates in the outdoor market of the action sports industry in which the Company designs, markets and distributes apparel, footwear, accessories and related products. The Company currently operates in four segments: the Americas, EMEA, and APAC, each of which sells a full range of the Company’s products, as well as Corporate Operations. The Americas segment, consisting of North, South and Central America, includes revenues primarily from the United States, Canada, Brazil and Mexico. The EMEA segment, consisting of Europe, the Middle East and Africa, includes revenues primarily from continental Europe, the United Kingdom, Russia, and South Africa. The APAC segment, consisting of Australia, New Zealand, and Asia, includes revenues primarily from Australia, Japan, New Zealand and Indonesia. Royalties earned from various licensees in other international territories are categorized in Corporate Operations, along with revenues from sourcing services to Company’s licensees.

6

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Information related to the Company’s operating segments is as follows:

	Three Months Ended July 31,
In thousands	2013			2012
Revenues, net:
Americas	$	267,997		$	286,136
EMEA		163,796			154,076
APAC		63,356			71,623
Corporate operations		615			604
	$	495,764		$	512,439
Gross profit:
Americas	$	114,327		$	126,101
EMEA		97,161			88,136
APAC		32,432			39,258
Corporate operations		855			(7	)
	$	244,775		$	253,488
SG&A expense:
Americas	$	78,752		$	92,781
EMEA		88,845			80,862
APAC		33,881			37,747
Corporate operations		15,101			14,398
	$	216,579		$	225,788
Asset impairments:
Americas	$	1,086		$	141
EMEA		1,066			—
APAC		—			—
Corporate operations		—			—
	$	2,152		$	141
Operating income/(loss):
Americas	$	34,489		$	33,179
EMEA		7,250			7,274
APAC		(1,449	)		1,511
Corporate operations		(14,246	)		(14,405	)
	$	26,044		$	27,559

7

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Nine Months Ended July 31,
In thousands	2013			2012
Revenues, net:
Americas	$	682,984		$	712,519
EMEA		500,160			518,504
APAC		200,132			220,242
Corporate operations		2,254			3,008
	$	1,385,530		$	1,454,273
Gross profit:
Americas	$	287,882		$	311,738
EMEA		284,011			298,905
APAC		103,343			113,361
Corporate operations		382			(417	)
	$	675,618		$	723,587
SG&A expense:
Americas	$	251,825		$	270,669
EMEA		253,055			250,160
APAC		108,843			114,988
Corporate operations		46,319			44,396
	$	660,042		$	680,213
Asset impairments:
Americas	$	8,029		$	556
EMEA		2,623			—
APAC		—			—
Corporate operations		—			—
	$	10,652		$	556
Operating income (loss):
Americas	$	28,028		$	40,513
EMEA		28,333			48,745
APAC		(5,500	)		(1,627	)
Corporate operations		(45,937	)		(44,813	)
	$	4,924		$	42,818

	July 31,		October 31,
	2013		2012
Identifiable assets:
Americas	$	573,680	$	576,179
EMEA		783,567		718,537
APAC		207,273		224,149
Corporate operations		628,007		199,375
	$	2,192,527	$	1,718,240

4. Earnings per Share and Stock-Based Compensation

The Company reports basic and diluted earnings per share (“EPS”). Basic EPS is based on the weighted average number of shares outstanding during the period, while diluted EPS additionally includes the dilutive effect of the Company’s outstanding stock options, warrants and shares of restricted stock computed using the treasury stock method.

8

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The table below sets forth the reconciliation of the denominator of each net income/(loss) per share calculation:

	Three months ended July  31,				Nine months ended July 31,
In thousands	2013		2012		2013		2012
Shares used in computing basic net income/(loss) per share		167,624		164,518		166,735		163,930
Dilutive effect of stock options and restricted stock(1)		4,200		1,918		—		—
Dilutive effect of stock warrants(1)		18,744		7,463		—		—
Shares used in computing diluted net income/(loss) per share		190,568		173,899		166,735		163,930

(1) For the three months ended July 31, 2013 and 2012, additional stock options outstanding of 5,763,000 and 11,958,000, respectively, and additional warrant shares outstanding of 6,910,000 and 18,191,000, respectively, were excluded from the calculation of diluted EPS, as their effect would have been anti-dilutive based on the application of the treasury stock method. For the nine months ended July 31, 2013 and 2012, the shares used in computing diluted net loss per share do not include 4,016,000 and 3,345,000, respectively, of dilutive stock options and shares of restricted stock, nor 17,596,000 and 11,826,000, respectively, of dilutive warrant shares as the effect is anti-dilutive given the Company’s loss. For the nine months ended July 31, 2013 and 2012, additional stock options outstanding of 6,286,000 and 10,995,000, respectively, and additional warrant shares outstanding of 8,058,000 and 13,828,000, respectively, were excluded from the calculation of diluted EPS, as their effect would have been anti-dilutive based on the application of the treasury stock method.

The Company accounts for stock-based compensation under the fair value recognition provisions of ASC 718 “Stock Compensation.” Stock-based compensation expense is included as selling, general and administrative expense for the period.

The Company has granted performance based restricted stock units and options to certain key employees and executives. The vesting of the restricted stock units is contingent upon a required service period as well as the Company’s achievement of a specified common stock price threshold. The vesting of the options is contingent upon a required service period as well as a combination of the Company’s achievement of specified annual performance targets and specified common stock price thresholds. The Company believes that the granting of these awards serves to further align the interests of its employees and executives with those of its stockholders. Based on the vesting contingencies in the awards, the Company uses a Monte-Carlo simulation in order to determine the grant date fair values of the awards. For the nine months ended July 31, 2013 and 2012, the assumptions used in the Monte-Carlo simulations for the restricted stock units granted included a risk-free interest rate of 0.4% to 0.8% (2013) and 0.7% (2012), volatility of 59% to 89% (2013) and 91% (2012), and zero dividend yield. The weighted average fair value of the restricted stock units granted for the nine months ended July 31, 2013 and 2012 was $4.19 and $2.27, respectively. There were no performance based options granted during the nine months ended July 31, 2013 or 2012.

9

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Activity related to performance based options and performance based restricted stock units for the nine months ended July 31, 2013 is as follows:

	Performance Based Options			Performance Based Restricted Stock Units
Non-vested, October 31, 2012		856,000			7,929,375
Granted		—			6,250,000
Vested		—			—
Canceled		(168,000	)		(2,141,093	)
Non-vested, July 31, 2013		688,000			12,038,282

As of July 31, 2013, the Company had approximately $1 million and $13 million of unrecognized compensation expense, net of estimated forfeitures, related to the performance based options and the performance based restricted stock units, respectively. This unrecognized compensation expense is expected to be recognized over a weighted average period of approximately 2.3 years and 0.8 years, respectively.

For non-performance based options, the Company uses the Black-Scholes option-pricing model to value compensation expense. Expected forfeitures are estimated at the date of grant based on historical rates and reduce the compensation expense recognized. The expected term of options granted is derived from historical data on employee exercises. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant. Expected volatility is based on the historical volatility of the Company’s stock. For the nine months ended July 31, 2013 and 2012, options were valued assuming a risk-free interest rate of 1.6% and 1.1%, respectively, volatility of 78.1% and 76.5%, respectively, zero dividend yield, and an expected life of 7.1 years. The weighted average fair value of options granted was $4.77 and $2.58 for the nine months ended July 31, 2013 and 2012, respectively. The Company records stock-based compensation expense using the graded vested method over the vesting period, which is generally three years. As of July 31, 2013, the Company had approximately $2.7 million of unrecognized compensation expense, for non-performance based options, expected to be recognized over a weighted average period of approximately 1.9 years.

Changes in shares under option, excluding performance based options, for the nine months ended July 31, 2013 are as follows:

Dollar amounts in thousands, except per share amounts	Shares			Weighted Average Price		Weighted Average Life		Aggregate Intrinsic Value
Outstanding, October 31, 2012		12,325,499		$	4.49
Granted		625,000			6.65
Exercised		(1,654,476	)		3.02			$	4,621
Canceled		(1,517,672	)		7.09
Outstanding, July 31, 2013		9,778,351		$	4.47		5.4	$	22,346
Options exercisable, July 31, 2013		7,034,274		$	4.49		4.9	$	16,984

Of the 2.7 million non-vested shares under option as of July 31, 2013, approximately 2.6 million are expected to vest over their respective lives. These shares have a weighted average exercise price of approximately $4.43, a weighted average life of approximately 6.9 years and an aggregate intrinsic value of approximately $5.4 million.

10

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Changes in non-vested shares under option, excluding performance based options, for the nine months ended July 31, 2013 are as follows:

	Shares			Weighted- Average Grant Date Fair Value
Non-vested, October 31, 2012		4,422,172		$	1.92
Granted		625,000			4.77
Vested		(2,069,593	)		2.24
Canceled		(233,502	)		1.95
Non-vested, July 31, 2013		2,744,077		$	2.42

The Company also grants restricted stock and restricted stock units under its 2013 Performance Incentive Plan, which was approved by the Company’s stockholders in March 2013. Prior to March 2013, the Company issued restricted stock and restricted stock units under the Company’s 2000 Stock Incentive Plan. Stock issued under both plans generally vests in three years. In March 2010, the Company’s stockholders approved a grant of three million shares of restricted stock to a Company sponsored athlete, Kelly Slater. In accordance with the terms of the related restricted stock agreement, the final 600,000 shares vested in April 2013.

Changes in restricted stock for the nine months ended July 31, 2013 are as follows:

	Shares
Outstanding, October 31, 2012		801,667
Granted		105,000
Vested		(685,000	)
Forfeited		(26,667	)
Outstanding, July 31, 2013		195,000

Compensation expense for restricted stock is determined using the intrinsic value method and forfeitures are estimated at the date of grant based on historical rates and reduce the compensation expense recognized. The Company monitors the probability of meeting the restricted stock performance criteria, if any, and adjusts the amortization period as appropriate. As of July 31, 2013, there had been no acceleration of amortization periods and the Company had approximately $0.5 million of unrecognized compensation expense expected to be recognized over a weighted average period of approximately 1.6 years.

5. Inventories

Inventories consist of the following as of the dates indicated:

In thousands	July 31, 2013		October 31, 2012
Raw materials	$	6,871	$	6,736
Work in-process		545		1,969
Finished goods		391,746		336,041
	$	399,162	$	344,746

11

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. Intangible Assets and Goodwill

A summary of intangible assets is as follows as of the dates indicated:

	July 31, 2013							October 31, 2012
In thousands	Gross Amount		Amortization			Net Book Value		Gross Amount		Amortization			Net Book Value
Non-amortizable trademarks	$	124,068	$	—		$	124,068	$	124,053	$	—		$	124,053
Amortizable trademarks		24,046		(12,020	)		12,026		23,543		(10,866	)		12,677
Amortizable licenses		12,228		(12,228	)		—		13,919		(13,803	)		116
Other amortizable intangibles		8,133		(5,843	)		2,290		8,083		(5,480	)		2,603
	$	168,475	$	(30,091	)	$	138,384	$	169,598	$	(30,149	)	$	139,449

Certain trademarks will continue to be amortized by the Company using estimated useful lives of 10 to 25 years with no residual values. Intangible amortization expense for each of the nine months ended July 31, 2013 and 2012 was approximately $2 million. Annual amortization expense is estimated to be approximately $2 million through fiscal 2018. Licenses have been fully amortized.

Goodwill related to the Company’s operating segments is as follows as of the dates indicated:

In thousands	July 31, 2013		October 31, 2012
EMEA	$	191,123	$	190,986
Americas		75,087		75,974
APAC		6,207		6,207
	$	272,417	$	273,167

Goodwill decreased approximately $0.8 million during the nine months ended July 31, 2013 primarily due to changes in foreign currency exchange rates.

7. Income Taxes

Each reporting period, the Company evaluates the realizability of all of its deferred tax assets in each tax jurisdiction. As of July 31, 2013, the Company continued to maintain a full valuation allowance against its net deferred tax assets in the United States as well as certain jurisdictions in its APAC and Corporate Operations segments. As a result of the valuation allowances recorded, no tax benefits have been recognized for losses incurred in those tax jurisdictions.

On July 31, 2013, the Company’s liability for uncertain tax positions was approximately $11 million resulting from unrecognized tax benefits, excluding interest and penalties.

If the Company’s positions are favorably sustained by the relevant taxing authority, approximately $10 million, excluding interest and penalties, of uncertain tax position liabilities would favorably impact the Company’s effective tax rate in future periods.

During the next twelve months, it is reasonably possible that the Company’s liability for uncertain tax positions may change by a significant amount as a result of the resolution or payment of uncertain tax positions related to intercompany transactions between foreign affiliates and certain foreign withholding tax exposures. Conclusion of these matters could result in settlement for different amounts than the Company has accrued as uncertain tax benefits. If a position that the Company concluded was more likely than not is subsequently reversed, the Company would need to accrue and ultimately pay an additional amount. Conversely, the Company could settle positions with the tax authorities for amounts lower than have been accrued or extinguish a position through payment. The Company believes the outcomes which are reasonably possible within the next twelve months range from a reduction of the liability for unrecognized tax benefits of $8 million to an increase in the liability of $2 million, excluding penalties and interest, for its existing tax positions.

12

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8. Restructuring Charges

In connection with the globalization of its organizational structure and core processes, as well as its overall cost reduction efforts, the Company formulated the Fiscal 2013 Profit Improvement Plan (the “2013 Plan”). The 2013 Plan covers the global operations of the Company, and as the Company continues to evaluate its structure, processes and costs, additional charges may be incurred in the future under the 2013 Plan that are not yet determined. The 2013 Plan is, in effect, a continuation and acceleration of the Company’s Fiscal 2011 Cost Reduction Plan (the “2011 Plan”). The Company will no longer incur any new charges under the 2011 Plan, but will continue to make cash payments on amounts previously accrued under the 2011 Plan. All amounts charged to expense under the 2013 Plan and 2011 Plan were recorded in selling, general and administrative expense in the Company’s condensed consolidated statements of operations.

Activity and liability balances recorded as part of the 2013 Plan and 2011 Plan were as follows:

In thousands	Workforce			Facility & Other			Total
Balance, November 1, 2010	$	—		$	—		$	—
Charged to expense		1,389			6,649			8,038
Cash payments		(313	)		(417	)		(730	)
Balance, October 31, 2011	$	1,076		$	6,232		$	7,308
Charged to expense		9,721			3,881			13,602
Cash payments		(5,462	)		(3,257	)		(8,719	)
Balance, October 31, 2012	$	5,335		$	6,856		$	12,191
Charged to expense		15,801			1,630			17,431
Cash payments		(10,101	)		(4,157	)		(14,258	)
Adjustments to accrual		—			(553	)		(553	)
Balance, July 31, 2013	$	11,035		$	3,776		$	14,811

Of the amounts charged to expense during the nine months ended July 31, 2013, approximately $7.6 million, $6.3 million, $0.8 million and $2.7 million were related to the Americas segment, EMEA segment, APAC segment and Corporate Operations segment, respectively.

In addition to the restructuring charges noted above, the Company also recorded approximately $3 million of additional inventory reserves within cost of goods sold and approximately $2 million of additional expenses within selling, general and administrative expense (“SG&A”) during the nine months ended July 31, 2013 related to certain non-core brands and peripheral product categories that have been discontinued, which are not reflected in the table above.

Additionally, the Company recorded severance charges of approximately $3 million within SG&A during the first quarter of fiscal 2013 which were unrelated to the 2013 Plan or the 2011 Plan.

13

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9. Debt

A summary of borrowings under lines of credit and long-term debt as of the dates indicated is as follows:

In thousands	July 31, 2013		October 31, 2012
Debt to be redeemed/U.S. senior notes 2015	$	409,167	$	400,000
U.S. senior secured notes 2018		278,576		—
U.S. senior notes 2020		222,200		—
European senior notes		265,252		258,732
ABL credit facility		39,559		—
EMEA credit facilities		35,591		7,742
Americas credit facility		—		46,700
Americas term loan		—		15,500
APAC credit facility		—		18,147
Capital lease obligations and other borrowings		9,069		11,148
	$	1,259,414	$	757,969

As of July 31, 2013, the Company’s credit facilities allowed for total cash borrowings and letters of credit of $351 million. The total maximum borrowings and actual availability fluctuate with the amount of assets comprising the borrowing base under certain of the credit facilities. At July 31, 2013, the Company had a total of $75 million of direct borrowings and $66 million in letters of credit outstanding. As of July 31, 2013, the effective availability for borrowings remaining under the Company’s credit facilities was $152 million, $108 million of which could also be used for letters of credit in the United States and APAC. In addition to the $152 million of effective availability for borrowings, the Company also had $57 million in additional capacity for letters of credit in EMEA as of July 31, 3013. Many of the Company’s debt agreements contain customary default provisions and restrictive covenants. The Company is currently in compliance with such covenants.

U.S. Senior Notes Refinancing

On July 16, 2013, Quiksilver, Inc. and its wholly-owned subsidiary, QS Wholesale, Inc. (collectively, the “Issuers”) issued (i) $280 million aggregate principal amount of their 7.875% Senior Secured Notes due 2018 (the “2018 Notes”), and (ii) $225 million aggregate principal amount of their 10.000% Senior Notes due 2020 (the “2020 Notes” and, together with the 2018 Notes, the “Notes”). The Notes are general senior obligations of the Issuers and are fully and unconditionally guaranteed on a senior basis by certain of the Company’s current and future U.S. subsidiaries.

The Issuers received net proceeds from the offering of the Notes of approximately $493 million after deducting initial purchaser discounts, but before offering expenses. The Company used a portion of the net proceeds to irrevocably deposit with the trustee for its senior notes due in 2015 (“2015 Notes”) an amount sufficient to redeem all of the 2015 Notes, including accrued interest ($409 million). Such amount is reflected in the Company’s July 31, 2013 balance sheet as “Debt to be Redeemed” and “Restricted Cash.” The redemption of the 2015 Notes was completed on August 15, 2013. The Company also used portions of the net proceeds to repay in full and terminate its Americas term loan, to pay down a portion of the then outstanding amounts under the amended and restated asset-based revolving credit facility (the “ABL Credit Facility”) and to pay related fees and expenses. Overall, the Company has approximately $9 million in unamortized debt issuance costs related to the Notes included in prepaid expenses and other assets as of July 31, 2013.

The 2018 Notes will mature on August 1, 2018 and bear interest at the rate of 7.875% per annum. The offering price of the 2018 Notes was 99.483% of the principal amount. The 2018 Notes and the related guarantees are secured by (1) a second-priority security interest in the current assets of the Issuers and the subsidiary guarantors party thereto (the “Guarantors”), together with all related general intangibles (excluding intellectual property rights) and other property related to such assets, including the proceeds thereof, which assets secure the Company’s ABL Credit Facility on a first-priority basis; and (2) a first-priority security interest in substantially all other property (including intellectual property rights) of the Issuers and the Guarantors and a first-priority pledge of 100% of the equity interests of certain subsidiaries directly owned by the Issuers and the Guarantors (but excluding equity interests of applicable foreign subsidiaries of the Issuers and the Guarantors possessing more than 65% of the total combined voting power of all classes of equity interests of such applicable foreign subsidiaries entitled to vote) and the proceeds of the foregoing.

14

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The 2020 Notes will mature on August 1, 2020 and bear interest at the rate of 10.000% per annum. The offering price of the 2020 Notes was 98.757% of the principal amount. The 2020 Notes are not secured.

The Company may redeem some or all of the Notes at fixed redemption prices as set forth in the indenture related to such Notes.

The Notes indentures include covenants that limit the Company’s ability to, among other things: incur additional debt; issue certain preferred shares; pay dividends on its capital stock or repurchase capital stock; make certain investments; enter into certain types of transactions with affiliates; cause its restricted subsidiaries to pay dividends or make other payments to the Company; use assets as security in other transactions; and sell certain assets or merge with or into other companies. As of July 31, 2013, the Company was in compliance with these covenants.

ABL Credit Facility

On May 24, 2013, Quiksilver, Inc., as a guarantor, QS Wholesale, Inc., as lead borrower, and certain other U.S., Canadian, Australian and Japanese subsidiaries of Quiksilver, Inc., as borrowers (collectively, the “Borrower”) and/or as guarantors, entered into the ABL Credit Facility with Bank of America, N.A. and a syndicate of lenders, which amended and restated the existing asset-based credit facility for Quiksilver, Inc.’s Americas operations. On July 16, 2013, the Company entered into an amendment to the ABL Credit Facility to provide for certain mechanical changes required in connection with the issuance of the Notes.

Under the ABL Credit Facility, borrowings are limited to the lesser of (i) $230 million in aggregate, with sublimits for specific subsidiaries (with an option to expand the aggregate commitments by up to an additional $125 million on certain conditions) and (ii) a borrowing base calculated upon designated percentages of eligible accounts receivable, eligible inventory and, in the case of U.S. and Canadian borrowers, certain eligible credit card receivables. The ABL Credit Facility includes a $145 million total sublimit for letters of credit, with smaller sublimits applicable to specific subsidiaries. The interest rate on borrowings under the ABL Credit Facility is determined, at the Borrower’s option, as either: (i) an adjusted London Inter-Bank Offer (“LIBO”) rate plus a spread of 1.75% to 2.25%; or (ii) a Base Rate (as defined for each of the U.S., Canadian, Australian and Japanese borrowers) plus a spread of 0.75% to 1.75%. The ABL Credit Facility has a term of five years. The ABL Credit Facility Facility is guaranteed by Quiksilver, Inc. and certain domestic, Canadian, Australian and Japanese subsidiaries, except that the Canadian, Australian and Japanese subsidiaries do not guarantee the obligations of the Company’s domestic loan parties. The obligations under the ABL Credit Facility are, subject to certain exceptions, generally secured by (i) a first priority security interest in the domestic, Canadian, Australian and Japanese borrowers’ inventory and accounts receivable, (ii) a security interest in substantially all of the Company’s other domestic, Canadian, Australian and Japanese borrowers’ personal property (which security interest is a second priority security interest in the case of the domestic loan parties) and (iii) a pledge of the shares of certain of our subsidiaries, except that the assets of our Canadian, Australian and Japanese subsidiaries do not secure the obligations of the domestic loan parties.

The ABL Credit Facility contains customary default provisions and provides that, upon the occurrence of an event of default relating to the bankruptcy or insolvency of the Borrower or other subsidiaries, the unpaid balance of the principal and accrued interest under the ABL Credit Facility and all other obligations of the Borrower under the loan documents will become immediately due

15

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

and payable without any action under the ABL Credit Facility. Upon the occurrence of any other event of default (which would include a default under other material indebtedness), the Agent may, by written notice, declare the unpaid balance of the principal and accrued interest under the ABL Credit Facility and all other obligations under the loan documents immediately due and payable without any further action.

The ABL Credit Facility also includes certain representations and warranties and restrictive covenants usual for facilities and transactions of this type. The ABL Credit Facility does not have a financial maintenance covenant, other than a minimum fixed charge coverage ratio of 1.0 to 1.0 that would only apply if aggregate excess availability under the ABL Credit Facility is less than the greater of (a) $15 million and (b) 10% of the lesser of the borrowing base and the aggregate ABL Credit Facility commitments at such time; provided that, for such purposes Australian excess availability and Japanese excess availability shall not account for more than 40% of aggregate excess availability. The Borrower paid customary agency, arrangement and upfront fees in connection with the ABL Credit Facility.

The estimated fair value of the Company’s borrowings under lines of credit and long-term debt as of July 31, 2013 was $1.27 billion, compared to carrying value of $1.26 billion. The fair value of the Company’s long-term debt is calculated based on the issuance price of the Company’s newly issued 2018 Notes and 2020 Notes and the trading price of the Company’s European senior notes, both of which are Level 1 inputs, as well as the carrying values of the Company’s other debt obligations.

The carrying value of the Company’s trade accounts receivable and accounts payable approximates fair value due to their short-term nature. The fair value of the fixed assets is determined using a discounted cash flow model which requires Level 3 inputs.

10. Derivative Financial Instruments

The Company is exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to certain sales, royalty income and product purchases of its international subsidiaries that are denominated in currencies other than their functional currencies. The Company is also exposed to foreign currency gains and losses resulting from domestic transactions that are not denominated in U.S. dollars. Furthermore, the Company is exposed to gains and losses resulting from the effect that fluctuations in foreign currency exchange rates have on the reported results in the Company’s consolidated financial statements due to the translation of the operating results and financial position of the Company’s international subsidiaries. As part of its overall strategy to manage the level of exposure to the risk of fluctuations in foreign currency exchange rates, the Company uses various foreign currency exchange contracts and intercompany loans.

The Company accounts for all of its cash flow hedges under ASC 815, “Derivatives and Hedging,” which requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the consolidated balance sheet. In accordance with ASC 815, the Company designates forward contracts as cash flow hedges of forecasted purchases of commodities.

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. As of July 31, 2013, the Company had hedged forecasted transactions expected to occur through October 2014. Assuming July 31, 2013 exchange rates remain constant, $2 million of gains, net of tax, related to hedges of these transactions are expected to be reclassified into earnings over the next fifteen months.

16

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the nine months ended July 31, 2013 and 2012, the effective portions of gains and losses on derivative instruments in the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income/(loss) were as follows:

	Nine Months Ended July 31,
In thousands	2013		2012			Location
	Amount
Gain recognized in OCI on derivatives	$	3,517	$	23,613		Other comprehensive income
Gain/(loss) reclassified from accumulated OCI into income	$	7,355	$	(1,377	)	Cost of goods sold
Gain/(loss) reclassified from accumulated OCI into income	$	98	$	(480	)	Foreign currency gain
Loss recognized in income on derivatives	$	—	$	(271	)	Foreign currency gain

On the date the Company enters into a derivative contract, management designates the derivative as a hedge of the identified exposure. Before entering into various hedge transactions, the Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy. In this documentation, the Company identifies the asset, liability, firm commitment, or forecasted transaction that has been designated as a hedged item and indicates how the hedging instrument is expected to hedge the risks related to the hedged item. The Company formally measures effectiveness of its hedging relationships both at the hedge inception and on an ongoing basis in accordance with its risk management policy. The Company would discontinue hedge accounting prospectively (i) if management determines that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item, (ii) when the derivative expires or is sold, terminated, or exercised, (iii) if it becomes probable that the forecasted transaction being hedged by the derivative will not occur, (iv) because a hedged firm commitment no longer meets the definition of a firm commitment, or (v) if management determines that designation of the derivative as a hedge instrument is no longer appropriate.

The Company enters into forward exchange and other derivative contracts with major banks and is exposed to exchange rate losses in the event of nonperformance by these banks. The Company anticipates, however, that these banks will be able to fully satisfy their obligations under the contracts. Accordingly, the Company does not require collateral or other security to support the contracts.

As of July 31, 2013, the Company had the following outstanding derivative contracts that were entered into to hedge forecasted purchases and future cash receipts:

In thousands	Commodity	Notional Amount		Maturity	Fair Value
United States dollars	Inventory	$	100,549	Aug 2013 - Oct 2014	$	3,181
British pounds	Accounts receivable		4,132	Aug 2013 - Oct 2013		243
		$	104,681		$	3,424

ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are:

• Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 assets and liabilities include debt and equity securities traded in an active exchange market, as well as U.S. Treasury securities.

17

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

• Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 – Valuation is determined using model-based techniques with significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of third party pricing services, option pricing models, discounted cash flow models and similar techniques.

The Company’s derivative assets and liabilities include foreign exchange derivatives that are measured at fair value using observable market inputs such as forward rates, interest rates, the Company’s credit risk and the Company’s counterparties’ credit risks. Based on these inputs, the Company’s derivative assets and liabilities are classified within Level 2 of the valuation hierarchy.

The following tables reflect the fair values of assets and liabilities measured and recognized at fair value on a recurring basis on the accompanying condensed consolidated balance sheets:

	Fair Value Measurements Using
In thousands	Level 1		Level 2			Level 3		Fair Value
July 31, 2013
Derivative assets:
Other receivables	$	—	$	3,471		$	—	$	3,471
Other assets		—		293			—		293
Derivative liabilities:
Accrued liabilities		—		(340	)		—		(340	)
Other long-term liabilities		—		—			—		—
Total fair value	$	—	$	3,424		$	—	$	3,424
October 31, 2012
Derivative assets:
Other receivables	$	—	$	11,356		$	—	$	11,356
Derivative liabilities:
Accrued liabilities		—		(3,860	)		—		(3,860	)
Total fair value	$	—	$	7,496		$	—	$	7,496

18

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

11. Stockholders’ Equity and Non-controlling Interest

The following tables summarize the changes in equity attributable to Quiksilver, Inc. and the non-controlling interests of its consolidated subsidiaries:

In thousands	Attributable to Quiksilver,  Inc.			Non- controlling Interest		Total Stockholders’ Equity
For the nine months ended July 31, 2013:
Balance, October 31, 2012	$	583,310		$	18,926	$	602,236
Stock compensation expense		16,195			—		16,195
Exercise of stock options		4,990			—		4,990
Employee stock purchase plan		1,175			—		1,175
Transactions with non-controlling interest holders		(44	)		44		—
Net loss and other comprehensive (loss)/income		(72,206	)		435		(71,771	)
Balance, July 31, 2013	$	533,420		$	19,405	$	552,825

	Attributable to Quiksilver,  Inc.			Non- controlling Interest			Total Stockholders’ Equity
For the nine months ended July 31, 2012:
Balance, October 31, 2011	$	610,098		$	12,524		$	622,622
Stock compensation expense		17,272			—			17,272
Exercise of stock options		224			—			224
Employee stock purchase plan		1,111			—			1,111
Business acquisitions		(11,110	)		(5,034	)		(16,144	)
Net loss and other comprehensive (loss)/income		(64,266	)		2,257			(62,009	)
Balance, July 31, 2012	$	553,329		$	9,747		$	563,076

12. Litigation, Indemnities and Guarantees

As part of its global operations, the Company may be involved in legal claims involving trademarks, intellectual property, licensing, employment matters, compliance, contracts and other matters incidental to its business. The Company believes the resolution of any such matter currently threatened or pending will not have a material effect on its financial condition, results of operations or liquidity.

During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These include (i) intellectual property indemnities to the Company’s customers and licensees in connection with the use, sale and/or license of the Company’s products, (ii) indemnities to various lessors in connection with facility leases for certain claims arising from such facilities or leases, (iii) indemnities to vendors and service providers pertaining to claims based on the negligence or willful misconduct of the Company, and (iv) indemnities involving the accuracy of representations and warranties in certain contracts. The duration of these indemnities, commitments and guarantees varies and, in certain cases, may be indefinite. The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential for future payments the Company could be obligated to make. The Company has not recorded any liability for these indemnities, commitments and guarantees in the accompanying consolidated balance sheets.

19

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

13. Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income include changes in fair value of derivative instruments qualifying as cash flow hedges and foreign currency translation adjustments. The components of accumulated other comprehensive income, net of tax, are as follows:

In thousands	July 31, 2013		October 31, 2012
Foreign currency translation adjustment	$	73,590	$	80,656
Gain on cash flow hedges		2,069		5,756
	$	75,659	$	86,412

14. Condensed Consolidating Financial Information – 2020 Notes

In July 2013, the Company issued $225 million aggregate principal amount of its 2020 Notes. The Company has filed a registration statement on From S-4 with the Securities and Exchange Commission for the purposes of commencing an exchange offer to exchange the 2020 Notes for publicly registered notes with identical terms. Obligations under the Company’s 2020 Notes are fully and unconditionally guaranteed by certain of its domestic subsidiaries. The Company is required to present condensed consolidating financial information for Quiksilver, Inc. and its domestic subsidiaries within the notes to the condensed consolidated financial statements in accordance with the criteria established for parent companies in the SEC’s Regulation S-X, Rule 3-10(f). The following condensed consolidating financial information presents the results of operations, financial position and cash flows of Quiksilver, Inc., QS Wholesale, Inc., the guarantor subsidiaries, the non-guarantor subsidiaries and the eliminations necessary to arrive at the information for the Company on a consolidated basis as of July 31, 2013 and October 31, 2012 and for the three and nine month periods ended July 31, 2013 and 2012. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. The Company has applied the estimated consolidated annual effective income tax rate to both the guarantor and non-guarantor subsidiaries, adjusting for any discrete items, for interim reporting purposes. In the Company’s consolidated financial statements for the fiscal year ending October 31, 2013, management will apply the actual income tax rates to both the guarantor and non-guarantor subsidiaries. These interim tax rates may differ from the actual annual effective income tax rates for both the guarantor and non-guarantor subsidiaries.

On August 27, 2013 the Company filed a Registration Statement on Form S-4 with the SEC. This filing was for the purposes of commencing an exchange offer to exchange the 2020 Notes for publically traded notes with identical terms. This filing has not, and will not, become effective as filed as the Company plans to update that Registration Statement to include its most recent financial statements, which are included in this Form 10-Q.

In the accompanying October 31, 2012 condensed consolidating balance sheet, the Company has made certain corrections, in the classification of amounts in the intercompany balances, investment in subsidiaries and stockholders’/invested equity accounts, from amounts previously reported. These corrections resulted in an aggregate increase (decrease) in total assets of $31.6 million, ($45.6 million), and ($32.5 million) in the QS Wholesale, Guarantor Subsidiaries and Non-Guarantor Subsidiaries columns, respectively, with a $46.5 million increase in the Eliminations column, along with offsetting amounts in total liabilities and equity. The correction within the QS Wholesale column included an increase in Intercompany balances (current assets) and Stockholders’/invested equity of $178.6 million and $31.6 million, respectively, with a corresponding decrease in Investment in subsidiaries of $147.1 million. The correction within the Guarantor Subsidiaries column included a decrease in Intercompany balances (current assets) and Stockholders’/invested equity of $45.6 million and $114.3 million, respectively, with a corresponding increase in Intercompany balances (current liability) of $68.7 million. The correction within Non-Guarantor Subsidiaries column included a decrease in Intercompany balances (current assets) and Stockholders’/invested equity of $32.5 million and $64.4 million, respectively, with a corresponding increase in Intercompany balances (current liability) of $31.9 million. The effect of these corrections did not impact the Company’s previously reported consolidated financial results.

20

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Operations

Third Quarter Ended July 31, 2013

In thousands	Quiksilver, Inc.			QS Wholesale, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	116		$	123,731		$	164,367		$	287,539		$	(79,989	)	$	495,764
Cost of goods sold		—			73,392			107,406			129,953			(59,762	)		250,989
Gross profit		116			50,339			56,961			157,586			(20,227	)		244,775
Selling, general and administrative expense		11,426			30,817			35,573			146,211			(7,448	)		216,579
Asset impairments		—			—			925			1,227			—			2,152
Operating (loss)/income		(11,310	)		19,522			20,463			10,148			(12,779	)		26,044
Interest expense, net		12,251			1,420			(28	)		6,552			—			20,195
Foreign currency (gain)/loss		(91	)		(63	)		(56	)		4,284			—			4,074
Equity in earnings		(25,541	)		(331	)		—			—			25,872			—
Income/(loss) before provision/(benefit) for income taxes		2,071			18,496			20,547			(688	)		(38,651	)		1,775
Provision/(benefit) for income taxes		—			(206	)		—			157			—			(49	)
Net income/(loss)		2,071			18,702			20,547			(845	)		(38,651	)		1,824
Net loss attributable to non-controlling interest		—			—			—			247			—			247
Net income/(loss) attributable to Quiksilver, Inc.		2,071			18,702			20,547			(598	)		(38,651	)		2,071
Other comprehensive loss		(2,140	)		—			—			(2,140	)		2,140			(2,140	)
Comprehensive (loss)/income attributable to Quiksilver, Inc.	$	(69	)	$	18,702		$	20,547		$	(2,738	)	$	(36,511	)	$	(69	)

21

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Operations

Third Quarter Ended July 31, 2012

In thousands	Quiksilver, Inc.			QS Wholesale, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	117		$	111,519		$	180,380		$	285,858		$	(65,435	)	$	512,439
Cost of goods sold		—			66,365			118,882			130,167			(56,463	)		258,951
Gross profit		117			45,154			61,498			155,691			(8,972	)		253,488
Selling, general and administrative expense		13,533			38,731			42,775			137,695			(6,946	)		225,788
Asset impairments		—			—			141			—			—			141
Operating (loss)/income		(13,416	)		6,423			18,582			17,996			(2,026	)		27,559
Interest expense, net		7,253			1,247			(2	)		6,336			—			14,834
Foreign currency (gain)/loss		(185	)		(8	)		30			(2,079	)		—			(2,242	)
Equity in earnings		(33,094	)		457			—			—			32,637			—
Income before provision for income taxes		12,610			4,727			18,554			13,739			(34,663	)		14,967
Provision for income taxes		—			513			—			1,995			—			2,508
Net income		12,610			4,214			18,554			11,744			(34,663	)		12,459
Net loss attributable to non-controlling interest		—			—			—			151			—			151
Net income attributable to Quiksilver, Inc.		12,610			4,214			18,554			11,895			(34,663	)		12,610
Other comprehensive loss		(28,120	)		—			—			(28,120	)		28,120			(28,120	)
Comprehensive (loss)/income attributable to Quiksilver, Inc.	$	(15,510	)	$	4,214		$	18,554		$	(16,225	)	$	(6,543	)	$	(15,510	)

22

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Operations

Nine Months Ended July 31, 2013

In thousands	Quiksilver, Inc.			QS Wholesale, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	348		$	317,643		$	387,084		$	874,994		$	(194,539	)	$	1,385,530
Cost of goods sold		—			191,351			267,351			407,709			(156,499	)		709,912
Gross profit		348			126,292			119,733			467,285			(38,040	)		675,618
Selling, general and administrative expense		39,154			102,946			110,631			429,647			(22,336	)		660,042
Asset impairments		—			1,646			5,602			3,404			—			10,652
Operating (loss)/income		(38,806	)		21,700			3,500			34,234			(15,704	)		4,924
Interest expense, net		26,789			4,329			(83	)		19,956			—			50,991
Foreign currency loss		35			23			221			4,350			—			4,629
Equity in earnings		(4,599	)		(1,018	)		—			—			5,617			—
(Loss)/income before provision/(benefit) for income taxes		(61,031	)		18,366			3,362			9,928			(21,321	)		(50,696	)
Provision/(benefit) for income taxes		422			(161	)		—			10,061			—			10,322
Net (loss)/income		(61,453	)		18,527			3,362			(133	)		(21,321	)		(61,018	)
Net income attributable to non-controlling interest		—			—			—			(435	)		—			(435	)
Net (loss)/income attributable to Quiksilver, Inc		(61,453	)		18,527			3,362			(568	)		(21,321	)		(61,453	)
Other comprehensive loss		(10,753	)		—			—			(10,753	)		10,753			(10,753	)
Comprehensive (loss)/income attributable to Quiksilver, Inc.	$	(72,206	)	$	18,527		$	3,362		$	(11,321	)	$	(10,568	)	$	(72,206	)

23

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Operations

Nine Months Ended July 31, 2012

In thousands	Quiksilver, Inc.			QS Wholesale, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	353		$	344,468		$	406,531		$	919,474		$	(216,553	)	$	1,454,273
Cost of goods sold		—			212,651			269,473			422,012			(173,450	)		730,686
Gross profit		353			131,817			137,058			497,462			(43,103	)		723,587
Selling, general and administrative expense		43,318			112,420			121,517			425,162			(22,204	)		680,213
Asset impairments		—			—			556			—			—			556
Operating (loss)/income		(42,965	)		19,397			14,985			72,300			(20,899	)		42,818
Interest expense, net		21,732			3,932			(2	)		19,802			—			45,464
Foreign currency (gain)/loss		(298	)		(132	)		163			(4,434	)		—			(4,701	)
Equity in earnings		(49,284	)		2,190			—			—			47,094			—
(Loss)/income before provision for income taxes		(15,115	)		13,407			14,824			56,932			(67,993	)		2,055
Provision for income taxes		—			945			—			13,968			—			14,913
Net (loss)/income		(15,115	)		12,462			14,824			42,964			(67,993	)		(12,858	)
Less: Net income attributable to non-controlling interest		—			—			—			(2,257	)		—			(2,257	)
Net (loss)/income attributable to Quiksilver, Inc		(15,115	)		12,462			14,824			40,707			(67,993	)		(15,115	)
Other comprehensive loss		(49,151	)		—			—			(49,151	)		49,151			(49,151	)
Comprehensive (loss)/income attributable to Quiksilver, Inc.	$	(64,266	)	$	12,462		$	14,824		$	(8,444	)	$	(18,842	)	$	(64,266	)

24

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Balance Sheet

July 31, 2013

In thousands	Quiksilver, Inc.		QS Wholesale, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1	$	2,041	$	(1,761	)	$	62,102	$	—		$	62,383
Restricted cash		409,167		—		—			—		—			409,167
Trade accounts receivable, net		—		84,780		82,734			250,675		—			418,189
Other receivables		19		2,252		3,345			19,364		—			24,980
Income taxes receivable		422		255		—			2,102		—			2,779
Inventories		—		39,453		104,942			277,868		(23,101	)		399,162
Deferred income taxes		—		26,617		—			22,877		(21,408	)		28,086
Prepaid expenses and other current assets		2,961		3,822		4,672			24,364		—			35,819
Intercompany balances		—		174,387		—			—		(174,387	)		—
Total current assets		412,570		333,607		193,932			659,352		(218,896	)		1,380,565
Fixed assets, net		20,261		33,315		23,344			151,077		—			227,997
Intangible assets, net		3,816		44,829		2,094			87,645		—			138,384
Goodwill		—		103,880		7,675			160,862		—			272,417
Other assets		8,373		5,873		1,086			39,229		—			54,561
Deferred income taxes long-term		20,387				—			143,452		(45,236	)		118,603
Investment in subsidiaries		1,092,524		12,815		—			—		(1,105,339	)		—
Total assets	$	1,557,931	$	534,319	$	228,131		$	1,241,617	$	(1,369,471	)	$	2,192,527
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	3,374	$	42,374	$	51,524		$	141,039	$	—		$	238,311
Accrued liabilities		6,320		12,947		9,753			77,981		—			107,001
Current portion of long-term debt		—		6,094		—			37,059		—			43,153
Debt to be redeemed		409,167		—		—			—		—			409,167
Deferred income taxes		20,902		—		506			—		(21,408	)		—
Intercompany balances		83,972		—		58,481			31,934		(174,387	)		—
Total current liabilities		523,735		61,415		120,264			288,013		(195,795	)		797,632
Long-term debt		500,776		9,000		—			297,318		—			807,094
Deferred income taxes long-term		—		42,951		2,285			—		(45,236	)		—
Other long-term liabilities		—		4,954		9,183			20,839		—			34,976
Total liabilities		1,024,511		118,320		131,732			606,170		(241,031	)		1,639,702
Stockholders’/invested equity:		533,420		415,999		96,399			616,042		(1,128,440	)		533,420
Non-controlling interest		—		—		—			19,405		—			19,405
Total liabilities and equity	$	1,557,931	$	534,319	$	228,131		$	1,241,617	$	(1,369,471	)	$	2,192,527

25

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Balance Sheet

October 31, 2012

In thousands	Quiksilver, Inc.		QS Wholesale, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	324	$	1,966	$	(1,831	)	$	41,364	$	—		$	41,823
Trade accounts receivable, net		—		80,522		101,423			251,798		—			433,743
Other receivables		20		2,767		3,391			26,640		—			32,818
Income taxes receivable		—		117		—			—		(117	)		—
Inventories		—		32,156		97,522			237,465		(22,397	)		344,746
Deferred income taxes		—		26,617		—			21,159		(21,408	)		26,368
Prepaid expenses and other current assets		2,277		4,463		5,085			14,546		—			26,371
Intercompany balances		—		218,896		—			—		(218,896	)		—
Total current assets		2,621		367,504		205,590			592,972		(262,818	)		905,869
Fixed assets, net		18,802		39,175		25,321			155,015		—			238,313
Intangible assets, net		3,228		45,547		2,199			88,475		—			139,449
Goodwill		—		103,880		8,336			160,951		—			273,167
Other assets		2,753		2,083		594			42,359		—			47,789
Deferred income taxes long-term		20,387		—		—			138,502		(45,236	)		113,653
Investment in subsidiaries		1,087,924		12,180		—			—		(1,100,104	)		—
Total assets	$	1,135,715	$	570,369	$	242,040		$	1,178,274	$	(1,408,158	)	$	1,718,240
LIABILITIES AND EQUITY
Current liabilities:
Lines of credit	$	—	$	—	$	—		$	18,147	$	—		$	18,147
Accounts payable		6,995		39,542		55,813			101,222		—			203,572
Accrued liabilities		6,189		15,699		12,644			80,359		—			114,891
Current portion of long-term debt		—		8,594		—			10,053		—			18,647
Income taxes payable		—		—		—			1,476		(117	)		1,359
Deferred income taxes		20,902		—		506			—		(21,408	)		—
Intercompany balances		118,319		—		68,707			31,870		(218,896	)		—
Total current liabilities		152,405		63,835		137,670			243,127		(240,421	)		356,616
Long-term debt		400,000		60,700		—			260,475		—			721,175
Deferred income taxes long-term		—		42,951		2,285			—		(45,236	)		—
Other long-term liabilities		—		5,413		9,048			23,752		—			38,213
Total liabilities		552,405		172,899		149,003			527,354		(285,657	)		1,116,004
Stockholders’/invested equity:		583,310		397,470		93,037			631,994		(1,122,501	)		583,310
Non-controlling interest		—		—		—			18,926		—			18,926
Total liabilities and equity	$	1,135,715	$	570,369	$	242,040		$	1,178,274	$	(1,408,158	)	$	1,718,240

26

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Cash Flows

Nine Months Ended July 31, 2013

In thousands	Quiksilver, Inc.			QS Wholesale, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss)/income	$	(61,453	)	$	18,527		$	3,362		$	(133	)	$	(21,321	)	$	(61,018	)
Adjustments to reconcile net (loss)/income to net cash (used in)/provided by operating activities:
Depreciation and Amortization		1,651			8,710			4,454			23,203			—			38,018
Stock based compensation		16,195			—			—			—			—			16,195
Provision for doubtful accounts		—			(257	)		(1,287	)		6,055			—			4,511
Asset impairments		—			1,646			5,602			3,404			—			10,652
Equity in earnings		(4,599	)		(1,018	)		—			247			5,617			247
Non-cash interest expense		4,223			1,081			—			573			—			5,877
Deferred income taxes		—						—			(281	)		—			(281	)
Other adjustments to reconcile net (loss)/income		35			—			(124	)		733			—			644
Changes in operating assets and liabilities:
Trade accounts receivable		—			(4,000	)		19,975			(6,531	)		—			9,444
Inventories		—			(7,297	)		(5,544	)		(65,403	)		15,704			(62,540	)
Other operating assets and liabilities		6,867			341			(7,391	)		25,917			—			25,734
Net cash (used in)/provided by operating activities		(37,081	)		17,733			19,047			(12,216	)		—			(12,517	)
Cash flows from investing activities:
Changes in restricted cash		(409,167	)		—			—			—			—			(409,167	)
Capital expenditures		(5,327	)		(3,908	)		(7,251	)		(22,880	)		—			(39,366	)
Net cash used in investing activities		(414,494	)		(3,908	)		(7,251	)		(22,880	)		—			(448,533	)
Cash flows from financing activities:
Borrowings on lines of credit		—			—			—			6,157			—			6,157
Payments on lines of credit		—			—			—			(22,561	)		—			(22,561	)
Borrowings on long-term debt		500,776			59,829			—			86,271			—			646,876
Payments on long-term debt		—			(114,029	)		—			(28,092	)		—			(142,121	)
Payments of debt issuance costs		(8,775	)		(4,312	)		—			—			—			(13,087	)
Stock option exercises and employee stock purchases		6,165			—			—			—			—			6,165
Intercompany		(46,914	)		44,762			(11,726	)		13,878			—			—
Net cash provided by/(used in) financing activities		451,252			(13,750	)		(11,726	)		55,653			—			481,429
Effect of exchange rate changes on cash		—			—			—			181			—			181
Net (decrease)/increase in cash and cash equivalents		(323	)		75			70			20,738			—			20,560
Cash and cash equivalents, beginning of period		324			1,966			(1,831	)		41,364			—			41,823
Cash and cash equivalents, end of period	$	1		$	2,041		$	(1,761	)	$	62,102		$	—		$	62,383

27

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Cash Flows

Nine Months Ended July 31, 2012

In thousands	Quiksilver, Inc.			QS Wholesale, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss)/income	$	(15,115	)	$	12,462		$	14,824		$	42,964		$	(67,993	)	$	(12,858	)
Adjustments to reconcile net (loss)/income to net cash (used in)/provided by operating activities:
Depreciation and Amortization		1,598			8,420			4,918			24,501			—			39,437
Stock based compensation		17,272			—			—			—			—			17,272
Provision for doubtful accounts		—			(1,127	)		(1,403	)		4,131			—			1,601
Asset impairments		—			—			556			—			—			556
Equity in earnings		(49,284	)		2,190			—			(19	)		47,094			(19	)
Non-cash interest expense		1,111			1,190			—			513			—			2,814
Deferred income taxes		—						—			9,349			—			9,349
Other adjustments to reconcile net (loss)/income		(322	)		—			36			(2,008	)		—			(2,294	)
Changes in operating assets and liabilities:
Trade accounts receivable		—			(5,442	)		(14,215	)		(6,048	)		—			(25,705	)
Inventories		—			47,239			(50,334	)		(73,488	)		20,899			(55,684	)
Other operating assets and liabilities		4,623			(14,661	)		15,077			3,611			—			8,650
Net cash (used in)/provided by operating activities		(40,117	)		50,271			(30,541	)		3,506			—			(16,881	)
Cash flows from investing activities:
Capital expenditures		(2,861	)		(11,548	)		(7,188	)		(25,580	)		—			(47,177	)
Business acquisitions, net of cash acquired		—			—			—			(9,117	)		—			(9,117	)
Net cash used in investing activities		(2,861	)		(11,548	)		(7,188	)		(34,697	)		—			(56,294	)
Cash flows from financing activities:
Borrowings on lines of credit		—			—			—			11,377			—			11,377
Payments on lines of credit		—			—			—			(12,326	)		—			(12,326	)
Borrowings on long-term debt		—			80,500			—			46,534			—			127,034
Payments on long-term debt		—			(43,856	)		—			(13,657	)		—			(57,513	)
Stock option exercises and employee stock purchases		1,335			—			—			—			—			1,335
Transactions with non-controlling interest owners		—			(11,000	)		—			—			—			(11,000	)
Intercompany		41,641			(64,598	)		39,050			(16,093	)		—			—
Net cash provided by/(used in) financing activities		42,976			(38,954	)		39,050			15,835			—			58,907
Effect of exchange rate changes on cash		—			—			—			(13,582	)		—			(13,582	)
Net (decrease)/increase in cash and cash equivalents		(2	)		(231	)		1,321			(28,938	)		—			(27,850	)
Cash and cash equivalents, beginning of period		17			4,972			(3,641	)		108,405			—			109,753
Cash and cash equivalents, end of period	$	15		$	4,741		$	(2,320	)	$	79,467		$	—		$	81,903

28

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

15. Condensed Consolidating Financial Information – 2015 Notes

As of July 31, 2013, the Company had $400 million of its publicly registered 2015 Notes. Obligations under the Company’s 2015 Notes are fully and unconditionally guaranteed by certain of its existing domestic subsidiaries.

The Company is required to present condensed consolidating financial information for Quiksilver, Inc. and its domestic subsidiaries within the notes to the condensed consolidated financial statements in accordance with the criteria established for parent companies in the SEC’s Regulation S-X, Rule 3-10(f). The following condensed consolidating financial information presents the results of operations, financial position and cash flows of Quiksilver, Inc., its 100% owned guarantor subsidiaries, its non-guarantor subsidiaries and the eliminations necessary to arrive at the information for the Company on a consolidated basis as of July 31, 2013 and October 31, 2012 and for the three and nine month periods ended July 31, 2013 and 2012. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. The Company has applied the estimated consolidated annual effective income tax rate to both the guarantor and non-guarantor subsidiaries, adjusting for any discrete items, for interim reporting purposes. In the Company’s consolidated financial statements for the fiscal year ending October 31, 2013, management will apply the actual income tax rates to both the guarantor and non-guarantor subsidiaries. These interim tax rates may differ from the actual annual effective income tax rates for both the guarantor and non-guarantor subsidiaries.

On July 16, 2013, the Company irrevocably deposited with the trustee for the 2015 Notes an amount sufficient to redeem all of the 2015 Notes, including accrued interest ($409 million). The redemption of the 2015 Notes was completed on August 15, 2013, and therefore, the 2015 Notes are no longer outstanding.

29

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Operations

Third Quarter Ended July 31, 2013

In thousands	Quiksilver, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	116		$	235,831		$	287,539		$	(27,722	)	$	495,764
Cost of goods sold		—			140,902			129,953			(19,866	)		250,989
Gross profit		116			94,929			157,586			(7,856	)		244,775
Selling, general and administrative expense		11,426			66,390			146,211			(7,448	)		216,579
Asset impairments		—			925			1,227			—			2,152
Operating (loss)/income		(11,310	)		27,614			10,148			(408	)		26,044
Interest expense, net		12,251			1,392			6,552			—			20,195
Foreign currency (gain)/loss		(91	)		(119	)		4,284			—			4,074
Equity in earnings		(25,964	)		(330	)		—			26,294			—
Income/(loss) before provision/(benefit) for income taxes		2,493			26,671			(688	)		(26,702	)		1,775
Provision/(benefit) for income taxes		422			(628	)		157			—			(49	)
Net income/(loss)		2,071			27,299			(845	)		(26,702	)		1,824
Net loss attributable to non-controlling interest		—			—			247			—			247
Net income/(loss) attributable to Quiksilver, Inc.		2,071			27,299			(598	)		(26,702	)		2,071
Other comprehensive loss		(2,140	)		—			(2,140	)		2,140			(2,140	)
Comprehensive (loss)/income attributable to Quiksilver, Inc.	$	(69	)	$	27,299		$	(2,738	)	$	(24,562	)	$	(69	)

30

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Operations

Third Quarter Ended July 31, 2012

In thousands	Quiksilver, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	117		$	258,595	$	285,858		$	(32,131	)	$	512,439
Cost of goods sold		—			152,405		130,167			(23,621	)		258,951
Gross profit		117			106,190		155,691			(8,510	)		253,488
Selling, general and administrative expense		13,533			81,506		137,695			(6,946	)		225,788
Asset impairments		—			141		—			—			141
Operating (loss)/income		(13,416	)		24,543		17,996			(1,564	)		27,559
Interest expense, net		7,253			1,245		6,336			—			14,834
Foreign currency (gain)/loss		(185	)		22		(2,079	)		—			(2,242	)
Equity in earnings		(33,094	)		457		—			32,637			—
Income before provision for income taxes		12,610			22,819		13,739			(34,201	)		14,967
Provision for income taxes		—			513		1,995			—			2,508
Net income		12,610			22,306		11,744			(34,201	)		12,459
Net loss attributable to non-controlling interest		—			—		151			—			151
Net income attributable to Quiksilver, Inc.		12,610			22,306		11,895			(34,201	)		12,610
Other comprehensive loss		(28,120	)		—		(28,120	)		28,120			(28,120	)
Comprehensive (loss)/income attributable to Quiksilver, Inc.	$	(15,510	)	$	22,306	$	(16,225	)	$	(6,081	)	$	(15,510	)

31

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Operations

Nine Months Ended July 31, 2013

In thousands	Quiksilver, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	348		$	591,842		$	874,994		$	(81,654	)	$	1,385,530
Cost of goods sold		—			362,122			407,709			(59,919	)		709,912
Gross profit		348			229,720			467,285			(21,735	)		675,618
Selling, general and administrative expense		39,154			213,577			429,647			(22,336	)		660,042
Asset impairments		—			7,248			3,404			—			10,652
Operating (loss)/income		(38,806	)		8,895			34,234			601			4,924
Interest expense, net		26,789			4,246			19,956			—			50,991
Foreign currency loss		35			244			4,350			—			4,629
Equity in earnings		(4,599	)		(1,018	)		—			5,617			—
(Loss)/income before provision/(benefit) for income taxes		(61,031	)		5,423			9,928			(5,016	)		(50,696	)
Provision/(benefit) for income taxes		422			(161	)		10,061			—			10,322
Net (loss)/income		(61,453	)		5,584			(133	)		(5,016	)		(61,018	)
Net income attributable to non-controlling interest		—			—			(435	)		—			(435	)
Net (loss)/income attributable to Quiksilver, Inc		(61,453	)		5,584			(568	)		(5,016	)		(61,453	)
Other comprehensive loss		(10,753	)		—			(10,753	)		10,753			(10,753	)
Comprehensive (loss)/income attributable to Quiksilver, Inc.	$	(72,206	)	$	5,584		$	(11,321	)	$	5,737		$	(72,206	)

32

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Operations

Nine Months Ended July 31, 2012

In thousands	Quiksilver, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	353		$	615,658	$	919,474		$	(81,212	)	$	1,454,273
Cost of goods sold		—			366,655		422,012			(57,981	)		730,686
Gross profit		353			249,003		497,462			(23,231	)		723,587
Selling, general and administrative expense		43,318			233,937		425,162			(22,204	)		680,213
Asset impairments		—			556		—			—			556
Operating (loss)/income		(42,965	)		14,510		72,300			(1,027	)		42,818
Interest expense, net		21,732			3,930		19,802						45,464
Foreign currency (gain)/loss		(298	)		31		(4,434	)					(4,701	)
Equity in earnings		(49,284	)		2,190		—			47,094			—
(Loss)/income before provision for income taxes		(15,115	)		8,359		56,932			(48,121	)		2,055
Provision for income taxes		—			945		13,968			—			14,913
Net (loss)/income		(15,115	)		7,414		42,964			(48,121	)		(12,858	)
Less: Net income attributable to non-controlling interest		—			—		(2,257	)		—			(2,257	)
Net (loss)/income attributable to Quiksilver, Inc		(15,115	)		7,414		40,707			(48,121	)		(15,115	)
Other comprehensive loss		(49,151	)		—		(49,151	)		49,151			(49,151	)
Comprehensive (loss)/income attributable to Quiksilver, Inc.	$	(64,266	)	$	7,414	$	(8,444	)	$	1,030		$	(64,266	)

33

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Balance Sheet

July 31, 2013

In thousands	Quiksilver, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1	$	280	$	62,102	$	—		$	62,383
Restricted cash		409,167		—		—		—			409,167
Trade accounts receivable, net		—		167,514		250,675		—			418,189
Other receivables		19		5,597		19,364		—			24,980
Income taxes receivable		422		255		2,102		—			2,779
Inventories		—		120,697		277,868		597			399,162
Deferred income taxes		—		26,111		22,877		(20,902	)		28,086
Prepaid expenses and other current assets		2,961		8,494		24,364		—			35,819
Intercompany balances		—		115,906		—		(115,906	)		—
Total current assets		412,570		444,854		659,352		(136,211	)		1,380,565
Fixed assets, net		20,261		56,659		151,077		—			227,997
Intangible assets, net		3,816		46,923		87,645		—			138,384
Goodwill		—		111,555		160,862		—			272,417
Other assets		8,373		6,959		39,229		—			54,561
Deferred income taxes long-term		20,387		—		143,452		(45,236	)		118,603
Investment in subsidiaries		1,092,524		6,863		—		(1,099,387	)		—
Total assets	$	1,557,931	$	673,813	$	1,241,617	$	(1,280,834	)	$	2,192,527
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	3,374	$	93,898	$	141,039	$	—		$	238,311
Accrued liabilities		6,320		22,700		77,981		—			107,001
Current portion of long-term debt		—		6,094		37,059		—			43,153
Debt to be redeemed		409,167		—		—		—			409,167
Deferred income taxes		20,902		—		—		(20,902	)		—
Intercompany balances		83,972		—		31,934		(115,906	)		—
Total current liabilities		523,735		122,692		288,013		(136,808	)		797,632
Long-term debt		500,776		9,000		297,318		—			807,094
Deferred income taxes long-term		—		45,236				(45,236	)		—
Other long-term liabilities		—		14,137		20,839		—			34,976
Total liabilities		1,024,511		191,065		606,170		(182,044	)		1,639,702
Stockholders’/invested equity:		533,420		482,748		616,042		(1,098,790	)		533,420
Non-controlling interest		—		—		19,405		—			19,405
Total liabilities and equity	$	1,557,931	$	673,813	$	1,241,617	$	(1,280,834	)	$	2,192,527

34

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Balance Sheet

October 31, 2012

In thousands	Quiksilver, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	324	$	135	$	41,364	$	—		$	41,823
Trade accounts receivable, net		—		181,945		251,798		—			433,743
Other receivables		20		6,158		26,640		—			32,818
Income taxes receivable		—		117		—		(117	)		—
Inventories		—		107,722		237,465		(441	)		344,746
Deferred income taxes		—		5,209		21,159		—			26,368
Prepaid expenses and other current assets		2,277		9,548		14,546		—			26,371
Intercompany balances		—		95,809		23,025		(118,834	)		—
Total current assets		2,621		406,643		615,997		(119,392	)		905,869
Fixed assets, net		18,802		64,496		155,015		—			238,313
Intangible assets, net		3,228		47,746		88,475		—			139,449
Goodwill		—		112,216		160,951		—			273,167
Other assets		2,753		2,677		42,359		—			47,789
Deferred income taxes long-term		—		—		137,203		(23,550	)		113,653
Investment in subsidiaries		1,087,924		5,028		—		(1,092,952	)		—
Total assets	$	1,115,328	$	638,806	$	1,200,000	$	(1,235,894	)	$	1,718,240
LIABILITIES AND EQUITY
Current liabilities:
Lines of credit		—		—		18,147		—			18,147
Accounts payable		6,995		95,355		101,222		—			203,572
Accrued liabilities		6,189		28,343		80,359		—			114,891
Current portion of long-term debt		—		8,594		10,053		—			18,647
Income taxes payable		—		—		1,476		(117	)		1,359
Intercompany balances		118,834		—		—		(118,834	)		—
Total current liabilities		132,018		132,292		211,257		(118,951	)		356,616
Long-term debt		400,000		60,700		260,475		—			721,175
Deferred income taxes long-term		—		23,550		—		(23,550	)		—
Other long-term liabilities		—		25,241		12,972		—			38,213
Total liabilities		532,018		241,783		484,704		(142,501	)		1,116,004
Stockholders’/invested equity:		583,310		397,023		696,370		(1,093,393	)		583,310
Non-controlling interest		—		—		18,926		—			18,926
Total liabilities and equity	$	1,115,328	$	638,806	$	1,200,000	$	(1,235,894	)	$	1,718,240

35

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Cash Flows

Nine Months Ended July 31, 2013

In thousands	Quiksilver, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss)/income	$	(61,453	)	$	5,584		$	(133	)	$	(5,016	)	$	(61,018	)
Adjustments to reconcile net (loss)/income to net cash (used in)/provided by operating activities:
Depreciation and Amortization		1,651			13,164			23,203			—			38,018
Stock based compensation		16,195			—			—			—			16,195
Provision for doubtful accounts		—			(1,544	)		6,055			—			4,511
Asset impairments		—			7,248			3,404			—			10,652
Equity in earnings		(4,599	)		(1,018	)		247			5,617			247
Non-cash interest expense		4,223			1,081			573			—			5,877
Deferred income taxes		—			—			(281	)		—			(281	)
Other adjustments to reconcile net (loss)/income		35			(124	)		733			—			644
Changes in operating assets and liabilities:
Trade accounts receivable		—			15,975			(6,531	)		—			9,444
Inventories		—			(12,841	)		(49,098	)		(601	)		(62,540	)
Other operating assets and liabilities		6,867			(7,050	)		25,917			—			25,734
Net cash (used in)/provided by operating activities		(37,081	)		20,475			4,089			—			(12,517	)
Cash flows from investing activities:
Changes in restricted cash		(409,167	)		—			—			—			(409,167	)
Capital expenditures		(5,327	)		(11,159	)		(22,880	)		—			(39,366	)
Net cash used in investing activities		(414,494	)		(11,159	)		(22,880	)		—			(448,533	)
Cash flows from financing activities:
Borrowings on lines of credit		—			—			6,157			—			6,157
Payments on lines of credit		—			—			(22,561	)		—			(22,561	)
Borrowings on long-term debt		500,776			59,829			86,271			—			646,876
Payments on long-term debt		—			(114,029	)		(28,092	)		—			(142,121	)
Payments of debt issuance costs		(8,775	)		(4,312	)		—			—			(13,087	)
Stock option exercises and employee stock purchases		6,165			—			—			—			6,165
Intercompany		(46,914	)		49,341			(2,427	)		—			—
Net cash provided by/(used in) financing activities		451,252			(9,171	)		39,348			—			481,429
Effect of exchange rate changes on cash		—			—			181			—			181
Net (decrease)/increase in cash and cash equivalents		(323	)		145			20,738			—			20,560
Cash and cash equivalents, beginning of period		324			135			41,364			—			41,823
Cash and cash equivalents, end of period	$	1		$	280		$	62,102		$	—		$	62,383

36

QUIKSILVER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Cash Flows

Nine Months Ended July 31, 2012

In thousands	Quiksilver, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss)/income	$	(15,115	)	$	7,414		$	42,964		$	(48,121	)	$	(12,858	)
Adjustments to reconcile net (loss)/income to net cash (used in)/provided by operating activities:
Depreciation and Amortization		1,598			13,338			24,501			—			39,437
Stock based compensation		17,272			—			—			—			17,272
Provision for doubtful accounts		—			(2,530	)		4,131			—			1,601
Asset impairments		—			556			—			—			556
Equity in earnings		(49,284	)		2,190			(19	)		47,094			(19	)
Non-cash interest expense		1,111			1,190			513			—			2,814
Deferred income taxes		—			—			9,349			—			9,349
Other adjustments to reconcile net (loss)/income		(322	)		36			(2,008	)		—			(2,294	)
Changes in operating assets and liabilities:
Trade accounts receivable		—			(19,657	)		(6,048	)		—			(25,705	)
Inventories		—			(3,095	)		(53,616	)		1,027			(55,684	)
Other operating assets and liabilities		4,623			416			3,611			—			8,650
Net cash (used in)/provided by operating activities		(40,117	)		(142	)		23,378			—			(16,881	)
Cash flows from investing activities:
Capital expenditures		(2,861	)		(18,736	)		(25,580	)		—			(47,177	)
Business acquisitions, net of cash acquired		—			—			(9,117	)		—			(9,117	)
Net cash used in investing activities		(2,861	)		(18,736	)		(34,697	)		—			(56,294	)
Cash flows from financing activities:
Borrowings on lines of credit		—			—			11,377			—			11,377
Payments on lines of credit		—			—			(12,326	)		—			(12,326	)
Borrowings on long-term debt		—			80,500			46,534			—			127,034
Payments on long-term debt		—			(43,856	)		(13,657	)		—			(57,513	)
Stock option exercises and employee stock purchases		1,335			—			—			—			1,335
Transactions with non-controlling interest owners		—			(11,000	)		—			—			(11,000	)
Intercompany		41,641			(5,676	)		(35,965	)		—			—
Net cash provided by/(used in) financing activities		42,976			19,968			(4,037	)		—			58,907
Effect of exchange rate changes on cash		—			—			(13,582	)		—			(13,582	)
Net (decrease)/increase in cash and cash equivalents		(2	)		1,090			(28,938	)		—			(27,850	)
Cash and cash equivalents, beginning of period		17			1,331			108,405			—			109,753
Cash and cash equivalents, end of period	$	15		$	2,421		$	79,467		$	—		$	81,903

37

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context indicates otherwise, when we refer to “Quiksilver,” “we,” “us,” “our,” or the “Company” in this Form 10-Q, we are referring to Quiksilver, Inc. and its subsidiaries on a consolidated basis. The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto contained elsewhere in this report. The information contained in this quarterly report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our securities. We urge you to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended October 31, 2012 and subsequent reports on Form 10-Q and Form 8-K, which discuss our business in greater detail. The section entitled “Risk Factors” set forth in Item 1A of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K, and similar disclosures in our other SEC filings, discuss some of the important risk factors that may affect our business, results of operations and financial condition. You should carefully consider those risks, in addition to the information in this report and in our other filings with the SEC, before deciding to invest in, or maintain your investment in, our common stock or senior notes.

Cautionary Note Regarding Forward-Looking Statements

This report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are often, but not always, identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “outlook,” “strategy,” “future,” “likely,” “may,” “should,” “could,” “will” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements we make regarding:

• current or future volatility in certain economies, credit markets and future market conditions;

• our belief that we have sufficient liquidity to fund our business operations during the next twelve months; and

• our expectations regarding the implementation of our multi-year profit improvement plan.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

• our ability to execute our mission and strategies;

• our ability to achieve the financial results that we anticipate;

• our ability to successfully implement our multi-year Profit Improvement Plan;

• our ability to effectively transition our supply chain and certain other business processes to global scope;

• future expenditures for capital projects, including the ongoing implementation of our global enterprise-wide reporting system;

• increases in production costs and raw materials and disruptions in the supply chains for these materials;

• deterioration of global economic conditions and credit and capital markets;

• potential non-cash asset impairment charges for goodwill or other fixed assets;

• our ability to continue to maintain our brand image and reputation;

• foreign currency exchange rate fluctuations;

• our ability to remain compliant with our debt covenants;

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• payments due on contractual commitments and other debt obligations;

• changes in political, social and economic conditions and local regulations, particularly in Europe and Asia;

• the occurrence of hostilities or catastrophic events;

• changes in customer demand; and

• disruptions to our computer systems and software, as well as natural events such as severe weather, fires, floods and earthquakes or man-made or other disruptions of our operating systems, structures or equipment.

Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Business Overview

Quiksilver is one of the world’s leading outdoor sports lifestyle companies. We design, develop and distribute a diversified mix of branded apparel, footwear, accessories and related products. Our brands, inspired by the passion for outdoor action sports, represent a casual lifestyle for young-minded people who connect with our boardriding culture and heritage. Our core Quiksilver, Roxy, and DC brands are synonymous with the heritage and culture of surfing, skateboarding and snowboarding. Our products combine decades of brand heritage, authenticity and design experience with the latest technical performance innovations available in the marketplace.

Our products are sold in over 90 countries through a wide range of distribution points, including wholesale accounts (surf shops, skate shops, snow shops, specialty stores, and select department stores), 562 Company-owned retail stores, as well as via licensed stores and our e-commerce websites. We have four operating segments consisting of the Americas, EMEA and APAC, each of which sells a full range of our products, as well as Corporate Operations. Our Americas segment includes revenues primarily from the United States, Canada, Brazil and Mexico. Our EMEA segment includes revenues primarily from continental Europe, the United Kingdom, Russia, and South Africa. Our APAC segment includes revenues primarily from Australia, Japan, New Zealand and Indonesia. Royalties earned from various licensees in other international territories are categorized in Corporate Operations, along with revenues from sourcing services to our licensees. For information regarding the revenues, operating income/(loss), and identifiable assets attributable to our operating segments, see note 3 of our condensed consolidated financial statements included in this report. In fiscal 2012, more than 60% of our revenue was generated outside of the United States.

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Results of Operations

The table below sets forth selected statements of operations and other data as a percentage of net revenues as of the dates indicated. The discussion that follows should be read in conjunction with the table.

	Three Months Ended July 31,						Nine Months Ended July 31,
	2013			2012			2013			2012
Statements of Operations data:
Revenues, net		100.0	%		100.0	%		100.0	%		100.0	%
Gross profit		49.4			49.5			48.8			49.8
Selling, general and administrative expense		43.7			44.1			47.6			46.8
Asset impairments		0.4			0.0			0.8			0.0
Operating income		5.3			5.4			0.4			2.9
Interest expense		4.1			2.9			3.7			3.1
Foreign currency loss/(gain)		0.8			(0.4	)		0.3			(0.3	)
Income/(Loss) before provision for income taxes		0.4			2.9			(3.7	)		0.1
Other data
Adjusted EBITDA(1)		8.5	%		9.2	%		4.7	%		7.1	%

⁽¹⁾  Adjusted EBITDA is defined as net (loss)/income attributable to Quiksilver, Inc. before (i) interest expense, (ii) provision/(benefit) for income taxes, (iii) depreciation and amortization, (iv) non-cash stock-based compensation expense and (v) asset impairments. Adjusted EBITDA is not defined under generally accepted accounting principles (“GAAP”), and it may not be comparable to similarly titled measures reported by other companies. We use Adjusted EBITDA, along with other GAAP measures, as a measure of profitability because Adjusted EBITDA helps us to compare our performance on a consistent basis by removing from our operating results the impact of our capital structure, the effect of operating in different tax jurisdictions, the impact of our asset base, which can differ depending on the book value of assets, the accounting methods used to compute depreciation and amortization, the existence or timing of asset impairments and the effect of non-cash stock-based compensation expense. We believe EBITDA is useful to investors as it is a widely used measure of performance and the adjustments we make to EBITDA provide further clarity on our profitability. We remove the effect of non-cash stock-based compensation from our earnings which can vary based on share price, share price volatility and the expected life of the equity instruments we grant. In addition, this stock-based compensation expense does not result in cash payments by us. We remove the effect of asset impairments from Adjusted EBITDA for the same reason that we remove depreciation and amortization as it is part of the impact of our asset base. Adjusted EBITDA has limitations as a profitability measure in that it does not include the interest expense on our debts, our provisions for income taxes, the effect of our expenditures for capital assets and certain intangible assets, the effect of non-cash stock-based compensation expense and the effect of asset impairments. The following is a reconciliation of net loss attributable to Quiksilver, Inc. to Adjusted EBITDA for the third quarter and nine months ended July 31, 2013 and 2012:

	Three Months Ended July  31,					Nine Months Ended July  31,
In thousands	2013			2012		2013			2012
Net income/(loss) attributable to Quiksilver, Inc.	$	2,071		$	12,610	$	(61,453	)	$	(15,115	)
(Benefit)/provision for income taxes		(49	)		2,508		10,322			14,913
Interest expense, net		20,195			14,834		50,991			45,464
Depreciation and amortization		12,991			12,312		38,018			39,437
Non-cash stock-based compensation expense		4,972			4,872		16,195			17,272
Non-cash asset impairments		2,152			141		10,652			556
Adjusted EBITDA	$	42,332		$	47,277	$	64,725		$	102,527

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Third Quarter (Three Months) Ended July 31, 2013 Compared to Third Quarter (Three Months) Ended July 31, 2012

Revenues, net

Revenues, net – by Segment

The following table presents consolidated net revenues (in millions) by segment in historical currency (as reported) for the third quarter of fiscal 2013 and 2012:

Net Revenues by Segment in Historical Currency (as reported):

	Americas			EMEA			APAC			Corporate		Total
Third Quarter 2013	$	268		$	164		$	63		$	1	$	496
Third Quarter 2012		286			154			72			1		512
% (decrease)/increase		(6	)%		6	%		(12	)%				(3	)%

We use constant currency measurements to better understand actual growth rates in our foreign operations. Constant currency measurements remove the impact of foreign currency exchange rate fluctuations from period to period. Constant currency is calculated by taking the ending foreign currency exchange rate (for balance sheet items) or the average foreign currency exchange rate (for income statement items) used in translation for the current period and applying that same rate to the prior period. Net revenues (in millions) by segment in constant currency for the third quarter of fiscal 2013 and 2012 were as follows:

Net Revenues by Segment in Constant Currency (current year exchange rates):

	Americas			EMEA			APAC			Corporate		Total
Third Quarter 2013	$	268		$	164		$	63		$	1	$	496
Third Quarter 2012		286			160			64			1		510
% (decrease)/increase		(6	)%		3	%		(1	)%				(3	)%

On an as reported basis, total net revenues for the third quarter of fiscal 2013 decreased 3% to $496 million from $512 million in the comparable period of the prior year. This decrease was primarily due to an $18 million, or 6%, net revenue decrease within our Americas segment and an $8 million, or 12%, net revenue decrease in our APAC segment. These decreases were partially offset by a $10 million, or 6%, net revenue increase in our EMEA segment.

Net revenues in our Americas segment decreased primarily due to lower sales in the wholesale channel, particularly in our DC and Quiksilver brands, partially offset by increased sales of Roxy products.

Net revenues in our EMEA segment increased primarily due to a $6 million favorable foreign currency impact from the strengthening of the euro versus the U.S. dollar. After currency impacts, the remaining $4 million increase in EMEA segment net revenues was driven by growth in the e-commerce and retail channels, as well as in the DC and Roxy brands within the wholesale channel. These increases were partially offset by a net revenue decrease in our Quiksilver brand within the wholesale channel. While net revenues increased across the EMEA segment generally, net revenues (in constant currency) continued to be challenging in France (high-single digit percentage decrease) and Spain (low-single digit percentage decrease) consistent with the ongoing economic difficulties in those countries.

Net revenues in the APAC segment decreased primarily due to an $8 million unfavorable foreign currency impact from the weakening of the Japanese yen and Australian dollar versus the U.S. dollar. The remaining decrease in APAC segment net revenues came from our Quiksilver and Roxy brands, particularly within the wholesale channel. These decreases were largely offset by net revenue growth in our DC brand and growth within our e-commerce channel. In constant currency, net revenues from Australia and New Zealand declined in the low-double digits on a percentage basis versus the prior year. These declines were largely offset by net revenue growth in all other APAC countries.

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Net revenues in our emerging markets, which include Brazil, Mexico, Russia, Taiwan, Korea, China and Indonesia increased by 19% versus the prior year (21% in constant currency).

Revenues, net – By Brand

Net revenues by brand (in millions), in both historical and constant currency, for the third quarter of fiscal 2013 and 2012 were as follows:

Net Revenues by Brand in Historical Currency (as reported):

	Quiksilver			Roxy			DC			Other			Total
Third Quarter 2013	$	172		$	130		$	166		$	28		$	496
Third Quarter 2012		191			131			167			23			512
% (decrease)/increase		(10	)%		(1	)%		(1	)%		23	%		(3	)%

Net Revenues by Brand in Constant Currency (current year exchange rates):

	Quiksilver			Roxy			DC			Other			Total
Third Quarter 2013	$	172		$	130		$	166		$	28		$	496
Third Quarter 2012		191			129			167			23			510
% (decrease)/increase		(10	)%		1	%		(1	)%		23	%		(3	)%

Quiksilver brand net revenues decreased 10% on an as reported basis during the third quarter of fiscal 2013 compared to the prior year period. This decrease was primarily due to a high-teens percentage decline in wholesale channel net revenues, which was spread across all three regional segments.

Roxy brand net revenues decreased 1% on an as reported basis due to a high-twenties percentage decrease in the APAC wholesale channel and a high-teens percentage decrease in the retail channel within both the Americas and APAC segments. In constant currency, net revenues of Roxy products within the APAC segment declined in the high-teens on a percentage basis within the wholesale channel and in the low-single digits on a percentage basis in the retail channel. These decreases were largely offset by a low double-digit percentage increase in the Americas wholesale channel and growth across all channels within the EMEA segment.

DC brand net revenues decreased slightly on an as reported basis with a low-double digit percentage decline in the Americas wholesale channel largely offset by growth across all other channels and regional segments. This growth was largely driven by increased discounting and clearance sales as we continue to reduce slow-selling DC inventories. Based on current channel inventories, we anticipate that DC brand net revenues in the fourth quarter of fiscal 2013 will decrease by approximately 15% from the $166 million recognized in the third quarter of fiscal 2013.

Revenues, net – By Channel

Net revenues by channel (in millions), in both historical and constant currency, for the third quarter of fiscal 2013 and 2012 were as follows:

Net Revenues by Channel in Historical Currency (as reported):

	Wholesale			Retail			E-com			Total
Third Quarter 2013	$	345		$	120		$	31		$	496
Third Quarter 2012		369			120			23			512
% (decrease)/increase		(7	)%		0	%		33	%		(3	)%

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Net Revenues by Channel in Constant Currency (current year exchange rates):

	Wholesale			Retail			E-com			Total
Third Quarter 2013	$	345		$	120		$	31		$	496
Third Quarter 2012		368			119			23			510
% (decrease)/increase		(6	)%		1	%		33	%		(3	)%

Wholesale net revenues decreased 7% on an as reported basis in the third quarter of fiscal 2013 versus the prior year period. Wholesale net revenues declined across all three regional segments, particularly in the Americas and APAC segments. Wholesale net revenue declines were focused within the Quiksilver brand across all three regional segments and the DC brand in the Americas segment.

Retail net revenues were flat on an as reported basis versus the prior year. Retail net revenues increased in the EMEA segment but were offset by decreases in the Americas and APAC segments. The decrease in retail net revenues within the Americas segment was primarily due to operating 15 net fewer retail stores at the end of the third quarter of fiscal 2013 versus fiscal 2012 as we continued to close underperforming stores. Retail net revenues in the DC brand increased significantly across all three regional segments but were offset by single-digit percentage decreases in the Quiksilver and Roxy brands. Retail same-store sales increased 2% during the third quarter of fiscal 2013.

E-commerce net revenues increased 33% on an as reported basis versus the prior year period due to significant growth in the EMEA and APAC segments as we continued to expand our online business within these segments.

Gross Profit

Gross profit decreased to $245 million in the third quarter of fiscal 2013 from $253 million in the comparable period of the prior year. Gross margin (gross profit as a percentage of net revenues) was in line with the comparable period of the prior year at 49.4% in the third quarter of fiscal 2013 versus 49.5% in the prior year period. The gross margin decrease was primarily due to increased discounting and clearance sales of our DC brand within our Americas wholesale channel to clear slow-selling product.

Gross margin by segment for the third quarter of fiscal 2013 and 2012 was as follows:

	2013			2012			Basis Point Change
Americas		42.7	%		44.1	%		(140) bp
EMEA		59.3	%		57.2	%		210 bp
APAC		51.2	%		54.8	%		(360) bp
Consolidated		49.4	%		49.5	%		(10) bp

The gross margin decrease in our Americas segment was primarily the result of increased sales discounts in our wholesale channel, particularly related to DC, as well as a sales mix shift toward our lower margin Roxy brand. Our APAC segment gross margin decreased across all brands and channels due to increased discounting to move slow-selling product. These decreases were largely offset by improvement in EMEA gross margins across all three core brands primarily due to a revenue mix shift toward the retail and e-commerce channels and lower sales discounts in the wholesale channel versus the comparable prior year period.

Selling, General and Administrative Expense (“SG&A”)

SG&A for the third quarter of fiscal 2013 decreased $9 million, or 4%, to $217 million from $226 million in the comparable period of the prior year. This decrease was primarily attributable to reduced employee compensation expenses (approximately $12 million) and reduced athlete and event expenses (approximately $4 million). These reductions were partially offset by an increase in employee severance and restructuring costs (approximately $9 million) and increased direct selling expenses, particularly e-commerce expenses (approximately $1 million) associated with the continuing growth of our online business.

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SG&A by segment (in millions) as reported for the third quarter of fiscal 2013 and 2012 was as follows:

	2013					2012								Basis
	$		% of Net Revenues			$		% of Net Revenues			$ Change			Point Change
Americas		79		29.4	%		93		32.4	%		(14	)		(300) bp
EMEA		89		54.2	%		81		52.5	%		8			170 bp
APAC		34		53.5	%		38		52.7	%		(4	)		80 bp
Corporate Operations		15					14					1
Consolidated		217		43.7	%		226		44.1	%		(9	)		(40) bp

Asset Impairments

Asset impairment charges were $2 million in the third quarter of fiscal 2013 compared to $0.1 million in the prior year period. Impairment charges were related to certain underperforming retail stores.

Non-Operating Expenses

Interest expense for the third quarter of fiscal 2013 was $20 million compared to $15 million in the third quarter of fiscal 2012. This increase was primarily due to the inclusion in interest expense for the third quarter of fiscal 2013 of a $3 million write-off of debt issuance costs related to our former senior notes due April 2015 that were redeemed in August 2013 (see note 9 to the condensed consolidated footnotes).

Our foreign currency loss amounted to $4 million for the third quarter of fiscal 2013 compared to a gain of $2 million in the comparable period of the prior year. This $6 million unfavorable comparison with the third quarter of fiscal 2012 resulted primarily from the foreign currency exchange effect of revaluing certain non-euro denominated assets of our European subsidiaries.

We generated a modest income tax benefit for the third quarter of fiscal 2013 compared to income tax expense of $3 million in the third quarter of fiscal 2012. Although we generated net income during the third quarter of fiscal 2013, we recorded a benefit to income tax expense primarily associated with the reduction of a liability for uncertain tax positions of approximately $1.6 million.

Net Income Attributable to Quiksilver, Inc.

Our net income attributable to Quiksilver, Inc. for the third quarter of fiscal 2013 was $2 million, or $0.01 per diluted share, compared to net income of $13 million, or $0.07 per diluted share, in the comparable period of the prior year.

Adjusted EBITDA

Adjusted EBITDA decreased to $42 million in the third quarter of fiscal 2013 compared to $47 million in the third quarter of fiscal 2012. This decrease was primarily due to the net revenue declines noted previously, partially offset by SG&A reductions. For a definition of Adjusted EBITDA and a reconciliation of net income attributable to Quiksilver, Inc. to Adjusted EBITDA, see footnote (1) to the table under “Results of Operations” above.

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Nine Months Ended July 31, 2013 Compared to Nine Months Ended July 31, 2012

Revenues, net

Revenues, net – by Segment

The following table presents consolidated net revenues (in millions) by segment in historical currency (as reported) for the nine months ended July 31, 2013 and 2012:

Net Revenues by Segment in Historical Currency (as reported):

	Americas			EMEA			APAC			Corporate		Total
July 31, 2013	$	683		$	500		$	200		$	3	$	1,386
July 31, 2012		713			519			220			3		1,454
% decrease		(4	)%		(4	)%		(9	)%				(5	)%

Net revenues (in millions) by segment in constant currency for the nine months ended July 31, 2013 and 2012 were as follows:

Net Revenues by Segment in Constant Currency (current year exchange rates):

	Americas			EMEA			APAC			Corporate		Total
July 31, 2013	$	683		$	500		$	200		$	3	$	1,386
July 31, 2012		708			521			208			3		1,440
% decrease		(4	)%		(4	)%		(4	)%				(4	)%

On an as reported basis, total net revenues for the nine months ended July 31, 2013 decreased 5% to $1.39 billion from $1.45 billion in the comparable period of the prior year. Net revenues declined in the single-digits on a percentage basis across all three regional segments.

Net revenues in our Americas segment declined across our Quiksilver and DC brands, and also within our wholesale and retail channels. The net revenue decrease in the Americas was primarily due to lower net revenues in our Company-owned retail stores due to 15 net store closures since the end of the third quarter of fiscal 2012 and increased markdown allowances and sales discounts to wholesale customers to assist the sell-through of inventory in this channel.

Net revenues in our EMEA segment decreased across our Quiksilver and Roxy brands, particularly within the wholesale channel. These decreases were partially offset by continued growth in our e-commerce channel and, to a lesser extent, growth in net revenues of our DC brand. The $18 million decline in net revenues in the EMEA segment during the first nine months of fiscal 2013 was focused within Spain and France where net revenues declined in the high-teens and high-single digits on a percentage basis, respectively, consistent with the continuing economic difficulties in those countries. These decreases were partially offset by net revenue growth in Russia, the United Kingdom and Germany.

Net revenues in the APAC segment decreased primarily due to a $12 million unfavorable foreign currency impact from the weakening of the Japanese yen and Australian dollar versus the U.S. dollar. The remaining decrease in APAC segment net revenues came from our Quiksilver and Roxy brands as well as in our wholesale and retail channels. These decreases were partially offset by continued growth within our DC brand and our e-commerce channel. Net revenues from Australia and New Zealand declined in the high-teens on a percentage basis versus the prior year. These declines were partially offset by net revenue growth in other APAC countries.

Net revenues in our emerging markets, which include Brazil, Mexico, Russia, Taiwan, Korea, China and Indonesia increased by 11% versus the prior year (16% in constant currency).

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Revenues, net – By Brand

Net revenues by brand (in millions), in both historical and constant currency, for the nine months ended July 31, 2013 and 2012 were as follows:

Net Revenues by Brand in Historical Currency (as reported):

	Quiksilver			Roxy			DC			Other			Total
July 31, 2013	$	533		$	375		$	404		$	73		$	1,386
July 31, 2012		592			393			407			62			1,454
% (decrease)/increase		(10	)%		(5	)%		(1	)%		18	%		(5	)%

Net Revenues by Brand in Constant Currency (current year exchange rates):

	Quiksilver			Roxy			DC			Other			Total
July 31, 2013	$	533		$	375		$	404		$	73		$	1,386
July 31, 2012		586			388			404			62			1,440
% (decrease)/increase		(9	)%		(3	)%		0	%		18	%		(4	)%

Quiksilver brand net revenues decreased 10% on an as reported basis during the first nine months of fiscal 2013 compared to the prior year period. This decrease was primarily due to a low-double digit percentage decline in wholesale channel net revenues and a high-single digit percentage decline in retail channel net revenues. The wholesale and retail net revenue decreases were spread across all three regional segments, but were most significant in the EMEA and APAC segments.

Roxy brand net revenues decreased 5% on an as reported basis due to a low-single digit percentage decline in the wholesale channel and a high-single digit percentage decline in the retail channel. The wholesale decrease was focused in the EMEA and APAC segments, partially offset by high-single digit percentage growth in the Americas segment. The retail decrease was focused in the APAC and Americas segments.

DC brand net revenues decreased slightly on an as reported basis with growth in the APAC and EMEA segments offset by a low-single digit percentage decline in the Americas segment, particularly within the wholesale channel. The DC brand experienced significant growth within the retail and e-commerce channels across all three regional segments.

Revenues, net – By Channel

Net revenues by channel (in millions), in both historical and constant currency, for the nine months ended July 31, 2013 and 2012 were as follows:

Net Revenues by Channel in Historical Currency (as reported):

	Wholesale			Retail			E-com			Total
July 31, 2013	$	958		$	341		$	87		$	1,386
July 31, 2012		1,040			349			65			1,454
% (decrease)/increase		(8	)%		(2	)%		34	%		(5	)%

Net Revenues by Channel in Constant Currency (current year exchange rates):

	Wholesale			Retail			E-com			Total
July 31, 2013	$	958		$	341		$	87		$	1,386
July 31, 2012		1,030			345			65			1,440
% (decrease)/increase		(7	)%		(1	)%		35	%		(4	)%

Wholesale net revenues decreased 8% on an as reported basis in the first nine months of fiscal 2013 versus the prior year period. Wholesale net revenues declined in all three regional segments and across all three core brands, but most significantly in the Quiksilver brand and EMEA segment.

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Retail net revenues decreased 2% on an as reported basis versus the prior year period. Retail net revenues decreased in the high-single digits on a percentage basis in the Americas and APAC segments, partially offset by low-single digit percentage growth in the EMEA segment. Retail net revenues in the Americas segment decreased primarily due to operating 15 net fewer retail stores at the end of the third quarter of fiscal 2013 compared to fiscal 2012. Net revenues of the Quiksilver and Roxy brands declined in the high-single digits on a percentage basis, partially offset by strong growth in the DC brand. Retail same-store sales declined 1% for the nine months ended July 31, 2013.

E-commerce net revenues increased 34% versus the prior year period. E-commerce net revenues increased in all three regional segments and across all three core brands, but was largely focused in EMEA and APAC, as we expanded our online business within these segments.

Gross Profit

Gross profit decreased to $676 million in the first nine months of fiscal 2013 from $724 million in the comparable period of the prior year. Gross margin decreased to 48.8% in the first nine months of fiscal 2013 from 49.8% in the prior year period. This decrease was primarily due to increased sales discounts relating to the DC brand in the Americas wholesale channel.

Gross margin by segment for the nine months ended July 31, 2013 and 2012 were as follows:

	2013			2012			Basis Point Change
Americas		42.2	%		43.8	%		(160) bp
EMEA		56.8	%		57.6	%		(80) bp
APAC		51.6	%		51.5	%		10 bp
Consolidated		48.8	%		49.8	%		(100) bp

The gross margin decreases in our Americas and EMEA segments were primarily the result of increased sales discounts in our wholesale channel, especially related to DC in the Americas segment and Quiksilver in the EMEA segment. Our APAC segment gross margin increased primarily as a result of improved full-price selling within our retail channel, particularly within the Roxy brand. These increases were partially offset by increased discounting related to the DC brand within the wholesale channel.

Selling, General and Administrative Expense

SG&A for the first nine months of fiscal 2013 decreased $20 million, or 3%, to $660 million from $680 million in the comparable period of the prior year. This decrease was primarily attributable to the favorable impact of our expense reduction efforts implemented in the past year (approximately $27 million) and reduced employee compensation (approximately $19 million). These decreases were partially offset by an increase in employee severance and other restructuring costs (approximately $13 million), increased direct selling expenses (approximately $4 million) primarily associated with the continuing growth of our e-commerce business, and higher bad debt expenses (approximately $5 million) driven primarily by a credit in the prior year.

SG&A by segment (in millions) as reported for the nine months ended July 31, 2013 and 2012 was as follows:

	2013					2012								Basis
	$		% of Net Revenues			$		% of Net Revenues			$ Change			Point Change
Americas		252		36.9	%		271		38.0	%		(19	)		(110) bp
EMEA		253		50.6	%		250		48.2	%		3			240 bp
APAC		109		54.4	%		115		52.2	%		(6	)		220 bp
Corporate Operations		46					44					2
Consolidated		660		47.6	%		680		46.8	%		(20	)		80 bp

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Asset Impairments

Asset impairment charges were $11 million in the nine months ended July 31, 2013, compared to $1 million in the prior year period. Impairment charges were related to certain underperforming retail stores, discontinued brands and trademarks associated with those brands.

Non-Operating Expenses

Interest expense for the nine months ended July 31, 2013 was $51 million, compared to $45 million in the comparable period of the prior year. Interest expense for fiscal 2013 includes a $3 million write-off of debt issuance costs related to our senior notes due April 2015 that were redeemed in August 2013 (see note 9 to the condensed consolidated footnotes).

Our foreign currency loss amounted to $5 million for the nine months ended July 31, 2013 compared to a gain of $5 million in the comparable period of the prior year. This loss resulted primarily from the foreign currency exchange effect of revaluing certain non-euro denominated assets of our European subsidiaries.

Our income tax expense for the nine months ended July 31, 2013 was $10 million compared to $15 million in the comparable period of the prior year. Although we incurred a net loss during the first nine months of fiscal 2013 and 2012, we incurred income tax expense as we were unable to record tax benefits against the losses in certain jurisdictions.

Net Loss Attributable to Quiksilver, Inc.

Our net loss attributable to Quiksilver, Inc. for the nine months ended July 31, 2013 was $61 million or $0.37 per share, compared to $15 million, or $0.09 per share, in the comparable period of the prior year.

Adjusted EBITDA

Adjusted EBITDA decreased to $65 million in the nine months ended July 31, 2013 compared to $103 million in the comparable period of the prior year. This decrease was primarily due to the net revenue and gross margin declines, partially offset by SG&A reductions. For a definition of Adjusted EBITDA and a reconciliation of net loss attributable to Quiksilver, Inc. to Adjusted EBITDA, see footnote (1) to the table under “Results of Operations” above.

2013 Profit Improvement Plan

In May 2013, we announced a multi-year Profit Improvement Plan (“PIP”) designed to accelerate our three fundamental strategies of strengthening brands, growing sales and driving operational efficiencies. The PIP’s initiatives focus on prioritizing our three core brands, globalizing key functions and reducing our cost structure.

Important elements of the PIP include:

• clarifying the positioning of our three flagship brands (Quiksilver, Roxy and DC);

• consider divesting certain non-core brands;

• globalizing product design and merchandising;

• consider licensing of secondary or peripheral product categories;

• reprioritization of marketing investments to emphasize in-store and print marketing along with digital and social media;

• continued investment in emerging markets and E-commerce;

• improving sales execution;

• supply chain optimization;

• reduction of SKUs;

• centralizing global responsibility for key functions, including product design, supply chain, marketing, retail stores, licensing and administrative functions; and

• closing underperforming retail stores, reorganizing wholesale sales operations and implementing greater pricing discipline.

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We expect that the PIP, when fully implemented by the end of fiscal 2016, could improve Adjusted EBITDA by approximately $150 million, of which approximately one-half is expected to come from supply chain optimization and the rest is expected to be primarily comprised of corporate overhead reductions, licensing opportunities and improved pricing management, along with modest net revenue growth compared with fiscal 2012 results. We believe we have made meaningful progress on our PIP during the third quarter of fiscal 2013.

Financial Position, Capital Resources and Liquidity

The following table shows our cash, working capital and total indebtedness as of the dates indicated:

in millions	July 31, 2013		October 31, 2012		July 31, 2012
Unrestricted cash and cash equivalents	$	62	$	42	$	82
Restricted cash		409		—		—
Working capital		583		549		542
Total indebtedness		1,259		758		783

U.S. Senior Notes Refinancing

On July 16, 2013, Quiksilver, Inc. and its wholly-owned subsidiary, QS Wholesale, Inc. (collectively, the “Issuers”) issued (i) $280 million aggregate principal amount of their 7.875% Senior Secured Notes due 2018 (the “2018 Notes”), and (ii) $225 million aggregate principal amount of their 10.000% Senior Notes due 2020 (the “2020 Notes” and, together with the 2018 Notes, the “Notes”). The 2018 Notes will mature on August 1, 2018 and bear interest at the rate of 7.875% per annum. The 2020 Notes will mature on August 1, 2020 and bear interest at the rate of 10.000% per annum.

The public offering price of the 2018 Notes was 99.483% of the principal amount and the public offering price of the 2020 Notes was 98.757% of the principal amount. The Issuers received net proceeds from the offering of the Notes of approximately $493 million after deducting initial purchaser discounts, but before offering expenses. The Company used a portion of the net proceeds to irrevocably deposit with the trustee for its senior notes due in 2015 (“2015 Notes”) an amount sufficient to redeem all of the 2015 Notes, including accrued interest ($409 million). Such amount is reflected in the Company’s July 31, 2013 balance sheet as “Debt to be Redeemed” and “Restricted Cash”. The redemption of the 2015 Notes was completed on August 15, 2013. The Company also used portions of the net proceeds to repay in full and terminate its Americas term loan, to pay down a portion of the then outstanding amounts under the amended and restated asset-based revolving credit facility (the “ABL Credit Facility”) and to pay related fees and expenses. Overall, the Company has approximately $9 million in unamortized debt issuance costs related to the Notes included in prepaid expenses and other assets as of July 31, 2013.

The Notes are general senior obligations of the Issuers and are fully and unconditionally guaranteed on a senior basis by certain of the Company’s current and future U.S. subsidiaries. The 2018 Notes and the related guarantees are secured by (1) a second-priority security interest in the current assets of the Issuers and the subsidiary guarantors party thereto (the “Guarantors”), together with all related general intangibles (excluding intellectual property rights) and other property related to such assets, including the proceeds thereof, which assets secure the Company’s ABL Credit Facility on a first-priority basis; and (2) a first-priority security interest in substantially all other property (including intellectual property rights) of the Issuers and the Guarantors and a first-priority pledge of 100% of the equity interests of certain subsidiaries directly owned by the Issuers and the Guarantors (but excluding equity interests of applicable foreign subsidiaries of the Issuers and the Guarantors possessing more than 65% of the total combined voting power of all classes of equity interests of such applicable foreign subsidiaries entitled to vote) and the proceeds of the foregoing. The 2020 Notes are not secured.

The Company may redeem some or all of the Notes at fixed redemption prices as set forth in the indenture related to such Notes.

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The Notes indenture includes covenants that limit the Company’s ability to, among other things: incur additional debt; issue certain preferred shares; pay dividends on its capital stock or repurchase capital stock; make certain investments; enter into certain types of transactions with affiliates; cause its restricted subsidiaries to pay dividends or make other payments to the Company; use assets as security in other transactions; and sell certain assets or merge with or into other companies. As of July 31, 2013, the Company was in compliance with these covenants.

New ABL Credit Facility

On May 24, 2013, we entered into an Amended and Restated Credit Agreement with Bank of America, N.A., and the lenders and other agents party thereto (the “ABL Credit Facility”), which amended and restated the previous asset-based credit facility in our Americas segment. The ABL Credit Facility encompasses certain entities within both our Americas and APAC segments. Under the ABL Credit Facility, our borrowings are limited to the lesser of (i) $230 million in aggregate, with sublimits for specific subsidiaries (with an option to expand the aggregate commitments by up to an additional $125 million on certain conditions) and (ii) a borrowing base calculated upon designated percentages of eligible accounts receivable, eligible inventory and, in the case of U.S. and Canadian borrowers, certain eligible credit card receivables. The ABL Credit Facility includes a $145 million total sublimit for letters of credit, with smaller sublimits applicable to specific subsidiaries. The ABL Credit Facility has a term of five years. The ABL Credit Facility Facility is guaranteed by Quiksilver, Inc. and our domestic, Canadian, Australian and Japanese subsidiaries (other than immaterial subsidiaries), except that our Canadian, Australian and Japanese subsidiaries do not guarantee the obligations of the domestic loan parties. The obligations under the ABL Credit Facility are, subject to certain exceptions, generally secured by (i) a first priority security interest in our domestic, Canadian, Australian and Japanese inventory and accounts receivable, (ii) a security interest in substantially all of our other domestic, Canadian, Australian and Japanese personal property (which security interest is a second priority security interest in the case of the domestic loan parties) and (iii) a pledge of the shares of certain of our subsidiaries, except that the assets of our Canadian, Australian and Japanese subsidiaries do not secure the obligations of the domestic loan parties.

We believe that our cash flows from operations, together with our existing credit facilities, cash on hand and term loans will be adequate to fund our operations and capital requirements for at least the next twelve months.

Cash Flows

Operating activities used cash of $13 million during the nine months ended July 31, 2013 compared to $17 million in in the comparable period of the prior year.

Capital expenditures totaled $39 million for the nine months ended July 31, 2013 compared to $47 million in the comparable period of the prior year. These investments include our ongoing enterprise-wide reporting system (SAP) and investments in company-owned stores.

Net cash provided by financing activities totaled $481 million in the nine months ended July 31, 2013 compared to $59 million in the comparable period of the prior year. This includes the impact of the issuance of our new senior notes and senior secured notes, but does not reflect the repayment of our original senior notes. This repayment took place subsequent to the end of our third quarter and resulted in cash used in financing activities of $400 million.

The net increase in cash and cash equivalents for the nine months ended July 31, 2013 was $21 million compared to a decrease of $28 million in the comparable period of the prior year.

Working Capital – Trade Accounts Receivable and Inventories

Two of the primary components of our working capital and near-term sources of cash at any point in time are trade accounts receivable and inventories. Our net trade accounts receivable decreased 4% to $418 million at July 31, 2013 compared to $434 million at October 31, 2012 due to the typical seasonality of our business. Compared to July 31, 2012, our net trade accounts receivable increased by 5% and our

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average days sales outstanding (“DSO”) increased 6%. The increase in DSO was driven by the timing of customer payments, longer credit terms granted to certain wholesale customers, and the net revenue decrease during the first nine months of fiscal 2013.

Our net inventories increased 16% to $399 million at July 31, 2013 compared to $345 million at October 31, 2012. Compared to July 31, 2012, net inventories increased 2% and inventory days on hand increased 5%. These increases were primarily due to the net revenue decline in the wholesale channel during the first nine months of fiscal 2013, resulting in slightly higher ending inventories than planned. Inventory from prior seasons was 9% of total inventory at July 31, 2013 compared to 16% at July 31, 2012. We do not currently expect the clearance of these inventories to have a material impact on our year over year gross margin comparisons for the fourth quarter of fiscal 2013.

Income Taxes

As of July 31, 2013, our liability for uncertain tax positions, exclusive of interest and penalties, was approximately $11 million. If our positions are favorably sustained by the relevant taxing authority, approximately $10 million, excluding interest and penalties, of uncertain tax position liabilities would favorably impact our effective tax rate in future periods.

Contractual Obligations

Other than as described under the “U.S. Senior Notes Refinancing” and “New ABL Credit Facility” sections above, there have been no material changes outside the ordinary course of business in our contractual obligations since October  31, 2012.

Critical Accounting Policies

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. To prepare these financial statements, we must make estimates and assumptions that affect the reported amounts of assets and liabilities. These estimates also affect our reported revenues and expenses. Judgments must also be made about the disclosure of contingent liabilities. Actual results could be significantly different from these estimates. We believe that the following discussion addresses the accounting policies that are necessary to understand and evaluate our reported financial results.

Revenue Recognition

Revenues are recognized when the risk of ownership and title passes to our customers. Generally, we extend credit to our customers and do not require collateral. Our sales agreements with our customers do not provide for any rights of return. However, we do approve returns on a case-by-case basis at our sole discretion to protect our brands and our image. We provide allowances for estimated returns when revenues are recorded, and related losses have historically been within our expectations. If returns are higher than our estimates, our results of operations would be adversely affected.

Accounts Receivable

Throughout the year, we perform credit evaluations of our customers, and we adjust credit limits based on payment history and the customer’s current creditworthiness. We continuously monitor our collections and maintain a reserve for estimated credit losses based on our historical experience and any specific customer collection issues that have been identified. We also use insurance on certain classes of receivables in our EMEA segment. Historically, our losses have been consistent with our estimates, but there can be no assurance that we will continue to experience the same credit loss rates that we have experienced in the past. It is not uncommon for some of our customers to have financial difficulties from time to time. This is normal given the wide variety of our account base, which includes small surf shops, medium-sized retail chains, and some large department store chains. Unforeseen, material financial difficulties of our customers could have an adverse impact on our results of operations.

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Inventories

We value inventories at the cost to purchase and/or manufacture the product or the current estimated market value of the inventory, whichever is lower. We regularly review our inventory quantities on hand, and adjust inventory values for excess and obsolete inventory based primarily on estimated forecasts of product demand and market value. Demand for our products could fluctuate significantly. The demand for our products could be negatively affected by many factors, including the following:

• weakening economic conditions;

• product quality and pricing;

• changes in consumer preferences;

• reduced customer confidence; and

• unseasonable weather.

Our estimates of product demand and/or market value could be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory.

Long-Lived Assets

We acquire tangible and intangible assets in the normal course of our business. We evaluate the recoverability of the carrying amount of these long-lived assets (including fixed assets, trademarks, licenses and other amortizable intangibles) whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss is recognized when the carrying value exceeds the undiscounted future cash flows estimated to result from the use and eventual disposition of the asset. Impairments are recognized in operating earnings. We use our best judgment based on the most current facts and circumstances regarding our business when applying these impairment rules to determine the timing of the impairment tests, the undiscounted cash flows used to assess impairments, and the fair value of a potentially impaired asset. Changes in assumptions used could have a significant impact on our assessment of recoverability.

Goodwill

We evaluate the recoverability of goodwill at least annually based on a two-step impairment test. The first step compares the fair value of each reporting unit with its carrying amount, including goodwill. We have three reporting units under which we evaluate goodwill for impairment, the Americas, EMEA and APAC. We estimate the fair value of our reporting units using a combination of a discounted cash flow approach and market approach. Material assumptions in our test for impairment include future cash flows of each reporting unit, discount rates applied to these cash flows and current market estimates of value. The discount rates used approximate our cost of capital. Future cash flows assume varying degrees of future growth in each reporting unit’s business. If the carrying amount exceeds fair value under the first step of our goodwill impairment test, then the second step of the impairment test is performed to measure the amount of any impairment loss.

As of October 31, 2012, the fair value of our Americas reporting unit substantially exceeded its carrying value. The fair values of our EMEA and APAC reporting units exceeded their carrying values by 6% and 5%, respectively. Goodwill amounted to $191 million for EMEA and $6 million for APAC as of October 31, 2012. No goodwill impairments have been recorded in fiscal 2013 or 2012. Based on the uncertainty of future growth rates and other assumptions used to estimate goodwill recoverability in our reporting units, future reductions in our expected cash flows for a reporting unit could cause a material impairment of goodwill.

Income Taxes

Current income tax expense is the amount of income taxes expected to be payable for the current year. A deferred income tax asset or liability is established for the expected future consequences of temporary differences in the financial reporting and tax bases of assets and liabilities. We consider future taxable income and ongoing prudent and feasible tax planning strategies in assessing the value of our deferred tax assets. If we determine that it is more likely than not that these assets will not be realized, we would reduce the value of these assets to their expected realizable value by recording a valuation allowance,

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thereby decreasing net income. Evaluating the value of these assets is necessarily based on our judgment. If we subsequently determine that the deferred tax assets for which a valuation allowance had been recorded would, in our judgment, be realized in the future, the valuation allowance would be reduced, thereby increasing net income in the period when that determination was made.

We adhere to the authoritative guidance included in Accounting Standards Codification Topic 740, “Income Taxes” which clarifies the accounting for uncertainty in income taxes recognized in the financial statements. This guidance provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the tax position. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of our provision for income taxes. The application of this guidance can create significant variability in our tax rate from period to period based upon changes in or adjustments to our uncertain tax positions.

Stock-Based Compensation Expense

We recognize compensation expense for all stock-based payments net of an estimated forfeiture rate and only recognize compensation cost for those shares expected to vest using the graded vested method over the requisite service period of the award. For option valuation, we determine the fair value at the grant date using the Black-Scholes option-pricing model which requires the input of certain assumptions, including the expected life of the stock-based payment awards, stock price volatility and interest rates. For performance based equity awards with stock price contingencies, we determine the fair value using a Monte-Carlo simulation, which creates a normal distribution of future stock prices, which is then used to value the awards based on their individual terms.

Foreign Currency Translation

A significant portion of our revenues are generated in Europe, where we operate with the euro as our primary functional currency, and a smaller portion of our revenues are generated in APAC, where we operate with the Australian dollar and Japanese yen as our primary functional currencies. Our European revenues in the United Kingdom are denominated in British pounds, and substantial portions of our EMEA and APAC product is sourced in U.S. dollars, both of which result in exposure to gains and losses that could occur from fluctuations in foreign currency exchange rates. Revenues and expenses that are denominated in foreign currencies are translated using the average exchange rate for the period. Assets and liabilities are translated at the rate of exchange on the balance sheet date. Gains and losses from assets and liabilities denominated in a currency other than the functional currency of the entity on which they reside are generally recognized currently in our statement of operations. Gains and losses from translation of foreign subsidiary financial statements into U.S. dollars are included in accumulated other comprehensive income or loss.

As part of our overall strategy to manage our level of exposure to the risk of fluctuations in foreign currency exchange rates, we enter into foreign currency exchange contracts generally in the form of forward contracts. For all contracts that qualify as cash flow hedges, we record the changes in the fair value of the derivative contracts in other comprehensive income or loss.

New Accounting Pronouncements

See Note 2, “New Accounting Pronouncements” for a discussion of pronouncements that may affect our future financial reporting.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to a variety of risks, including foreign currency exchange rate fluctuations.

Foreign Currency and Derivatives

We are exposed to financial statement gains and losses as a result of translating the operating results and financial position of our international subsidiaries. We translate the local currency statements of

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operations of our foreign subsidiaries into U.S. dollars using the average exchange rate during the reporting period. Changes in foreign currency exchange rates affect our reported results and distort comparisons from period to period. By way of example, when the U.S. dollar strengthens compared to the euro, there is a negative effect on our reported results for our EMEA segment because it takes more profits in euros to generate the same amount of profits in stronger U.S. dollars. The opposite is also true. That is, when the U.S. dollar weakens, there is a positive effect on the translation of our reported results from our EMEA segment. In addition, the statements of operations of our APAC segment are translated from Australian dollars and Japanese yen into U.S. dollars, and there is a negative effect on our reported results for our APAC segment when the U.S. dollar is stronger in comparison to the Australian dollar or Japanese yen.

EMEA revenues increased 6% in local currency during the third quarter of fiscal 2013 compared to the third quarter of fiscal 2012. As measured in U.S. dollars and reported in our condensed consolidated statements of operations, EMEA revenues increased 3% primarily as a result of a stronger U.S. dollar versus the euro in comparison to the prior period.

APAC revenues decreased 9% in local currency during the first nine months of fiscal 2013 compared to the first nine months of fiscal 2012. As measured in U.S. dollars and reported in our condensed consolidated statements of operations, APAC revenues decreased 4% primarily as a result of a stronger U.S. dollar versus the Japanese yen and Australian dollar in comparison to the prior period.

Our other foreign currency and interest rate risks are discussed in our Annual Report on Form 10-K for the year ended October 31, 2012 in Item 7A.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching our desired disclosure control objectives.

We carried out an evaluation under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2013, the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, and were operating at the reasonable assurance level as of July 31, 2013.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended July 31, 2013 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1A. Risk Factors

Our business faces numerous risks, many of which are beyond our control. The impact of these risks, as well as other unforeseen risks, could have a material negative impact on our business, financial condition or results of operations and the trading price of our common stock or our senior notes could decline as a result. You should consider these risks before deciding to invest in, or maintain your investment in, our common stock or senior notes. In addition, we urge you to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended October 31, 2012.

In addition to the risks we identified in Item 1A of our Annual Report on Form 10-K, we have identified the following risk:

Our Profit Improvement Plan may not be successful in improving our results of operations or financial condition.

In May 2013, we announced a new multi-year Profit Improvement Plan (“PIP”) designed to improve upon our fiscal 2012 Adjusted EBITDA results by an estimated $150 million when fully implemented in 2016. The PIP includes certain changes in our strategic focus, senior management, operational processes and organizational structure and calls for further supply chain optimization, reduction of corporate overhead, divestiture of certain non-core brands, licensing of certain product categories, reprioritization of marketing investments, revenue growth and improved pricing management. It may take longer than anticipated to generate the expected benefits from these changes and there can be no guarantee that these changes will result in improved operating results. If we are not successful in implementing these changes and executing the PIP in a timely and efficient manner, we may not realize the benefits that we expect. Additionally, as we work to globalize certain business processes, changes in existing processes may result in unforeseen issues and complications that could have an adverse impact on our results of operations and financial condition.

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Item 6. Exhibits

2.1	Stock Purchase Agreement between the Roger Cleveland Golf Company, Inc., Rossignol Ski Company, Incorporated, Quiksilver, Inc. and SRI Sports Limited dated October 30, 2007 (incorporated by reference to Exhibit 2.3 of the Company’s Annual Report on Form 10-K for the year ended October 31, 2007).
2.2	Amendment No. 1 to the Stock Purchase Agreement between the Roger Cleveland Golf Company, Inc., Rossignol Ski Company, Incorporated, Quiksilver, Inc. and SRI Sports Limited dated December 7, 2007 (incorporated by reference to Exhibit 2.4 of the Company’s Annual Report on Form 10-K for the year ended October 31, 2007).
2.3	Stock Purchase Agreement dated November 12, 2008, by and among Quiksilver, Inc., Pilot S.A.S., Meribel S.A.S., Quiksilver Americas, Inc., Chartreuse et Mont Blanc LLC, Chartreuse et Mont Blanc S.A.S., Chartreuse et Mont Blanc Global Holdings S.C.A., Macquarie Asset Finance Limited and Mavilia S.A.S. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on November 18, 2008).
2.4	Amendment No. 1 to Stock Purchase Agreement dated October 29, 2009, by and among Quiksilver, Inc., Pilot S.A.S., Meribel S.A.S., Quiksilver Americas, Inc., Chartreuse et Mont Blanc LLC, Chartreuse et Mont Blanc S.A.S., Chartreuse et Mont Blanc Global Holdings S.C.A., Macquarie Asset Finance Limited and Mavilia S.A.S. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on October 30, 2009).
3.1	Restated Certificate of Incorporation of Quiksilver, Inc., as amended (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the year ended October 31, 2004).
3.2	Certificate of Amendment of Restated Certificate of Incorporation of Quiksilver, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2005).
3.3	Certificate of Designation of the Series A Convertible Preferred Stock of Quiksilver, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on August 4, 2009).
3.4	Certificate of Amendment of Restated Certificate of Incorporation of Quiksilver, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on April 1, 2010).
3.5	Amended and Restated Bylaws of Quiksilver, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on November 2, 2010).
4.1	Indenture for the 6 7/8% Senior Notes due 2015 dated July 22, 2005, among Quiksilver, Inc., the subsidiary guarantors set forth therein and Wilmington Trust Company, as trustee, including the form of Global Note attached thereto (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed July 25, 2005).
4.2	Indenture, dated as of December 10, 2010, by and among Boardriders S.A., Quiksilver, Inc., as guarantor, the subsidiary guarantor parties thereto, and Deutsche Trustee Company Limited, as trustee, Deutsche Bank Luxembourg S.A., as registrar and transfer agent, and Deutsche Bank AG, London Branch, as principal paying agent and common depositary (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed December 13, 2010).

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4.3	Indenture, dated as of July 16, 2013, related to the $280,000,000 aggregate principal amount 7.875% Senior Secured Notes due 2018, by and among Quiksilver, Inc., QS Wholesale, Inc., the subsidiary guarantor parties thereto, and Wells Fargo Bank, National Association, as trustee and collateral agent, including the Form of Note attached thereto (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed July 16, 2013).
4.4	Indenture, dated as of July 16, 2013, related to the $225,000,000 aggregate principal amount of their 10.000% Senior Notes due 2020, by and among Quiksilver, Inc., QS Wholesale, Inc., the subsidiary guarantor parties thereto, and Wells Fargo Bank, National Association, as trustee, including the Form of Note attached thereto (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed July 16, 2013).
10.1	Amended and Restated Credit Agreement, dated as of May 24, 2013, among Quiksilver, Inc., as a guarantor, QS Wholesale, Inc., as lead borrower, the other borrowers and guarantors party thereto, Bank of America, N.A., as administrative agent, and the lenders and other agents party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 29, 2013).
10.2	First Amendment, dated as of July 16, 2013, to Amended and Restated Credit Agreement, dated as of May 24, 2013, by and among Quiksilver Inc., as a guarantor, QS Wholesale, Inc., as lead borrower, the other borrowers and guarantors party thereto, Bank of America, N.A., as administrative agent, and the lenders and other agents party thereto (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed July 16, 2013).
10.3	Registration Rights Agreement, dated as of July 16, 2013, by and among the Quiksilver, Inc., QS Wholesale, Inc., the guarantors subsidiaries party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the Initial Purchasers (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed July 16, 2013).
31.1	Rule 13a-14(a)/15d-14(a) Certifications – Principal Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certifications – Principal Financial Officer
32.1	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 – Chief Executive Officer
32.2	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 – Chief Financial Officer

(1) Management contract or compensatory plan.

101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

* As provided in Rule 406T of Regulation S-T, this information is deemed furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	QUIKSILVER, INC., a Delaware corporation
September 9, 2013	/s/ Richard Shields
	Richard Shields
	Chief Financial Officer
	(Principal Financial Officer and Authorized Signatory)

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