8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 13, 2014

FOSSIL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-19848	75-2018505
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation or organization)		Identification No.)

901 S. Central Expressway
Richardson, Texas	75080
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (972) 234-2525

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.Regulation FD Disclosure.

On January 6, 2014, Fossil Group, Inc. (the “Company”) announced that it would present at the 16th Annual ICR XChange Conference being held at the JW Marriot Orlando Grande Lakes in Orlando, Florida on Monday, January 13, 2014 at 8:30 am Eastern Standard Time. The presentation was webcast live at www.fossilgroup.com under the webcast section of the investor relations page.  A replay of the webcast will remain available for thirty days.

The Company issued a press release announcing this presentation on January 6, 2014.  A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.  A copy of the presentation is attached as Exhibit 99.2 to this report.

The information in this Current Report and the accompanying exhibits is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Certain statements contained herein that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties.  The actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements.  Among the factors that could cause actual results to differ materially are: changes in economic trends and financial performance, changes in consumer demands, tastes and fashion trends, lower levels of consumer spending resulting from a general economic downturn, shifts in market demand resulting in inventory risks, changes in foreign currency exchange rates, and the outcome of current and possible future litigation, as well as the risks and uncertainties set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2012 filed with the Securities and Exchange Commission (the “SEC”) and its Quarterly Reports on Form 10-Q filed with the SEC.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

99.1Press Release dated January 6, 2014.

99.2Slide show presentation of Fossil Group, Inc. dated January 13, 2014.

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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 hereunto duly authorized.

Date:	January 13, 2014
		FOSSIL GROUP, INC.
		By:	/s/ Dennis R. Secor
			Dennis R. Secor
			Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 6, 2014.
99.2	Slide show presentation of Fossil Group, Inc. dated January 13, 2014.

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EX-99.1

Exhibit 99.1

901 S. Central Expressway, Richardson, TX 75080

FOSSIL GROUP, INC. ANNOUNCES PARTICIPATION IN 16th ANNUAL ICR XCHANGE CONFERENCE

Richardson, TX. January 6, 2014 — Fossil Group, Inc. (NASDAQ: FOSL) announced today that the Company will present at the 16th Annual ICR XChange Conference being held at the JW Marriot Orlando Grande Lakes in Orlando, FL on Monday, January 13, 2014 at 8:30 am Eastern Standard Time. The presentation will be webcast live and accessible at www.fossilgroup.com under the webcast section of the investor relations page.  A replay of the webcast will remain available for thirty days.

About Fossil Group, Inc.

Fossil Group, Inc. is a global design, marketing and distribution company that specializes in consumer fashion accessories.  The Company’s principal offerings include an extensive line of men’s and women’s fashion watches and jewelry sold under proprietary and licensed brands, handbags, small leather goods, belts, sunglasses, soft accessories and clothing. In the watch and jewelry product categories, the Company’s offerings include a diverse portfolio of globally recognized proprietary and licensed brand names under which its products are marketed. The Company’s extensive range of accessory products, brands, distribution channels and price points allows it to target style-conscious consumers across a wide age spectrum on a global basis.  The Company’s products are sold to department stores, specialty retail stores and specialty watch and jewelry stores in the U.S. and in approximately 130 countries worldwide through approximately 25 Company-owned foreign sales subsidiaries and a network of over 60 independent distributors.  The Company also distributes its products in over 540 Company-owned and operated retail stores, through its international e-commerce websites and through the Company’s U.S. e-commerce website at www.fossil.com. Certain press release and SEC filing information concerning the Company is also available at www.fossilgroup.com.

Contact:	Allison Malkin
	ICR, Inc.
	(203) 682-8225

END OF RELEASE

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EX-99.2

Exhibit 99.2

ICR XCHANGE – JANUARY 13, 2014

Certain statements contained herein that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. The actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: changes in economic trends and financial performance, changes in consumer demands, tastes and fashion trends, lower levels of consumer spending resulting from a general economic downturn, shifts in market demand resulting in inventory risks, changes in foreign currency exchange rates, and the outcome of current and possible future litigation, as well as the risks and uncertainties set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2012 and its Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”). SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

1. GLOBAL GROWTH COMPANY 2. DIVERSIFIED BUSINESS MODEL 3. OPPORTUNITIES FOR LEVERAGE COMPELLING INVESTMENT OPPORTUNITY

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STRATEGIC GROWTH DRIVERS LARGE GROWING CATEGORY COMPETITIVE ADVANTAGES RISE OF LIFESTYLE BRANDS

GLOBAL WATCH INDUSTRY GROWTH Watch market continues to outpace GDP growth Fossil Group consolidated growth 2008-2013: 15.7% CAGR Source: Euromonitor International 2013 (watch market values reflect year-over-year exchange rates and current prices) Global watch market represented at retail in billions.

COMPETITIVE ADVANTAGES MANUFACTURING AND SOURCING DESIGN AND CREATIVITY GLOBAL SUPPORT STRUCTURE GLOBAL MANAGEMENT GLOBAL DISTRIBUTION

RISE OF LIFESTYLE BRANDS Global Watch Market Share Gainers & Losers (Share Gain/Loss 2008 - 2012 for watches < $1,000) Source: Euromonitor International 2013 Traditional Watch Companies +1.5% +3.0% +2.0% 0 +0.5% -1.0% +1.0% -0.5% -1.5% +2.5% +3.5%

MANAGEMENT TEAM REDEFINED REGIONAL STRUCTURE INVESTMENTS TO DRIVE EFFICIENCIES CREATING SHAREHOLDER VALUE

1. GLOBAL GROWTH COMPANY COMPELLING INVESTMENT OPPORTUNITY

FOSSIL GROUP SALES GROWTH * Trailing Twelve Months ended Q3 2013. Dollars in billions.

1. GLOBAL GROWTH COMPANY COMPELLING INVESTMENT OPPORTUNITY

COMPELLING INVESTMENT OPPORTUNITY

BRANDS PRICE POINTS CATEGORIES REGIONS DIVERSIFIED BUSINESS MODEL

OPPORTUNITIES RETAIL PRODUCTIVITY OUTLET EXPANSION SHOP IN SHOPS BRAND LEVERAGE AMERICA DISTRIBUTION 273 RETAIL STORES DEPARTMENT STORES SPECIALTY CHAINS INDEPENDENT RETAILERS LICENSED BOUTIQUES ECOMMERCE * Trailing Twelve Months ended Q3 2013. MAJOR MARKETS UNITED STATES CANADA MEXICO SALES: $1.7B*

OPPORTUNITIES RETAIL PRODUCTIVITY NEWER MARKETS BRAND LEVERAGE OUTLET EXPANSION EUROPE DISTRIBUTION 167 RETAIL STORES INDEPENDENT WATCH DEALERS DEPARTMENT STORES SHOP IN SHOPS CONCESSIONS ECOMMERCE * Trailing Twelve Months ended Q3 2013. MAJOR MARKETS GERMANY UK FRANCE DISTRIBUTOR MARKETS SALES: $1.0B*

OPPORTUNITIES CHINA DISTRIBUTION BRAND LEVERAGE SWISS ASIA DISTRIBUTION 103 RETAIL STORES CONCESSIONS SPECIALTY RETAILERS DEPARTMENT STORES BOUTIQUES * Trailing Twelve Months ended Q3 2013. MAJOR MARKETS JAPAN SOUTH KOREA AUSTRALIA CHINA SALES: $0.5B*

MARKET SHARE OPPORTUNITY Source: Euromonitor International 2013 2013 Market Size & Growth for Watches < $1,000 Forecasted 2013 – 2018 CAGR Market Share

1. GLOBAL GROWTH COMPANY 2. DIVERSIFIED BUSINESS MODEL COMPELLING INVESTMENT OPPORTUNITY

COMPELLING INVESTMENT OPPORTUNITY

MARGIN EXPANSION OPPORTUNITIES INTERNATIONAL GROWTH OUTLETS TECHNOLOGY PROCESS EFFICIENCY SUPPORT STRUCTURE OPTIMIZATION * Trailing Twelve Months ended Q3 2013. Dollars in millions. 2013 * 2008 Net Sales 3,145 $ 1,583 $ Gross Profit 1,792 851 Gross Margin 57.0% 53.8% Expenses 1,245 645 Expense Rate 39.6% 40.8% Operating Income 547 $ 206 $ Operating Margin 17.4% 13.0%

FINANCIAL LEVERAGE SHARE REPURCHASE $454M – NINE MONTHS ENDED Q3 2013 17% FEWER SHARES OVER LAST 3 YEARS OPERATING CASH FLOW * Trailing Twelve Months ended Q3 2013. Dollars in millions.

1. GLOBAL GROWTH COMPANY 2. DIVERSIFIED BUSINESS MODEL 3. OPPORTUNITIES FOR LEVERAGE COMPELLING INVESTMENT OPPORTUNITY

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