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Crocs, Inc. Table of Contents to the Annual Report on Form 10-K For the Year Ended December 31, 2015
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents



UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ý


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
or

For the fiscal year ended December 31, 2015

or

o


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

For the transition period from                     to                   

For the transition period from             to                   
Commission File No. 0-51754



CROCS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
20-2164234
(I.R.S. Employer
Identification No.)

7477 East Dry Creek Parkway
Niwot, Colorado 80503
(303) 848-7000

(Address, including zip code and telephone number, including area code, of registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:Name of each exchange on which registered:
Common Stock, par value $0.001 per share The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:None



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

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 ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

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

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 ý

 
Accelerated filer o
 
Non-accelerated filer o
(do
 (do not check if a
smaller reporting company)
 
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No ý

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 20152016 was $1.1 billion.$650.6 million. For the purpose of the foregoing calculation only, all directors and executive officers of the registrant and owners of more than 10% of the registrant's common stock are assumed to be affiliates of the registrant. This determination of affiliate status is not necessarily conclusive for any other purpose.

The number of shares of the registrant's common stock outstanding as of February 22, 20162017 was 73,010,000.

73,690,901

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates certain information by reference from the registrant's proxy statement for the 20162017 annual meeting of stockholders to be filed no later than 120 days after the end of the registrant's fiscal year ended December 31, 2015.

2016.




Special


Cautionary Note Regarding Forward-Looking Statements

Statements in this

This Annual Report on Form 10-K and in documents incorporated by reference herein (or otherwise made by us or on our behalf) may contain "forward-looking statements"contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. In addition, we may make other written and oral communications from time to time
Statements that contain such statements. Forward-looking statements include statements asrefer to industry trends, projections of our future expectationsfinancial performance, anticipated trends in our business and other matters that do not relate strictly to historical facts andcharacterizations of future events or circumstances are based on certain assumptions of our management.forward-looking statements. These statements, which express management'smanagement’s current views concerning future events or results, use words like "anticipate," "assume," "believe," "continue," "estimate," "expect," "future," "intend," "plan," "project," "strive,"“anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “plan,” “project,” “strive,” and future or conditional tense verbs like "could," "may," "might," "should," "will," "would,"“could,” “may,” “might,” “should,” “will,” “would,” and similar expressions or variations. Examples of forward-looking statements include, but are not limited to, statements we make regarding:
our belief that we have sufficient liquidity to fund our business operations during the next twelve months;
our expectations regarding our level of capital expenditures in 2017; and
our expectations regarding future trends, expectations and performance of our business.

Forward-looking statements are subject to risks and uncertainties and other factors whichthat may cause actual results to differ materially (both favorably and unfavorably) from future results expressed or implied by such forward-looking statements. Important factors that could cause actual resultsThese risks and uncertainties include, but are not limited to differ materially from the forward-looking statements include, without limitation, those described in the section titled "Risk Factors" (ItemPart I — Item 1A. Risk Factors of this annualAnnual Report, elsewhere throughout this report, and those described from time to time in our past and future reports filed with the Securities and Exchange Commission (the "SEC"). Caution should be taken not to place undue reliance on Form 10-K). Moreover,any such forward-looking statements. Forward-looking statements speak only as of the date of this report. Wewhen made and we undertake no obligation to update any forward-looking statements to reflectstatement, whether as a result of new information, future events or circumstances after the date of such statements.

otherwise.





Crocs, Inc.
Table of Contents to the Annual Report on Form 10-K
For the Year Ended December 31, 2015
2016

PART I

Item 1.

Business

2

Item 1A.

Risk Factors

11

Item 1B.

Unresolved Staff Comments

25

Item 2.

Properties

25

Item 3.

Legal Proceedings

26

Item 4.

Mine Safety Disclosures

27

PART II

 

Item 5.

1.
 

Item 6.

Selected Financial Data

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

 67

Item 9B.

Other Information

69

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

 

PART IV

 

Item 15.

Exhibits and Financial Statement Schedules

Item 16.

Signatures


1




PART I

ITEM 1. Business

The Company

Crocs, Inc. and its consolidated subsidiaries (collectively the "Company," "we," "our," or "us") are engaged in the design, development, manufacturing, worldwide marketing, distribution and distributionsale of casual lifestyle footwear and accessories for men, women, and children. We strive to be the global leader in the sale of molded footwear featuring fun, comfort, color, and functionality. The Company, a Delaware corporation, is the successor ofto a Colorado corporation of the same name, and was originally organized in 1999 as a limited liability company. Our products include footwear and accessories that utilize our proprietary closed-cell resin, called Croslite, as well as casual lifestyle footwear that use a range of materials. Our CrosliteTM material enables us to produce innovative, lightweight, non-marking, and odor-resistant footwear. We currently sell our products in more than 6590 countries through domestic and international retailers and distributors, and directly to consumers through our company-operated retail stores, outlets, webstores,e-commerce store sites, and kiosks.

Since the initial introduction of our popular Beach and Crocsoriginal Classic clog designs in 2002, we have expanded our classic productsproduct ranges to include a variety of new styles and products. Going forward, we are focusing on our core molded footwear heritage,styles, clogs, sandals, flips and slides as well as developing innovativeselect casual lifestyle footwear.styles. The broad appeal of our footwear has allowed us to market our products tothrough a wide range of distribution channels, our own Crocs single-branded stores including both full price and outlet stores, our own e-commerce sites, traditional multi-branded stores including family footwear stores, department stores, sporting goods stores and traditional footwear retailers, as well as a variety of specialty and independent retail channels, and viathird-party e-commerce sites. In select markets we also sell to distributors that are typically granted the internet.

rights to distribute our products in a given geographical area.

Products

Our product offerings have grown significantly since we first introduced the single-style clog in six colors in 2002. We currently offerRecognized across the world for our iconic clog silhouette, we have taken the successful formula of a simple design aesthetic paired with modern comfort and expanded into a wide variety of casual footwear products including sandals, flips and slides, shoes, and boots that meet the needs of the whole family.
At the heart of our brand reside the Classic and Crocband clogs, sandals, wedges, flats, sneakers,our most iconic styles for adults and boots. During the years ended December 31, 2015, 2014,kids - product that embodies our innovation in molding, simplicity of design and 2013, approximately 76.2%, 73.5%, and 71.1%, respectively, of unit sales consisted of products geared toward adults compared to 23.8%, 26.5%, and 28.9%, respectively, of unit sales of products geared toward children.

all-day comfort. A key differentiating feature of our footwear products is theour proprietary closed-cell resin Croslite material, which is uniquely suited for comfort and functionality. For further information on Croslite, is carefully formulated to create extremely lightweight, comfortable, and non-marking footwear that conforms to the shape of the foot and increase comfort. Croslite is a closed-cell resin material which is water resistant, virtually odor free and allows many of our footwear styles to be cleaned simply with water. As we have expanded our product offering, we have incorporated traditional materials, such as textile fabric and leather, into many of our styles; however, we continue to utilize the Croslite material for the foot bed, sole, and other key structural components for many of these styles.

see Raw Materials below.

We strive to provide our global consumer with a year-round product assortment featuring fun, comfortable, casual, colorful, and innovative styles. Our collections are designed to meet the needs of the family by focusing on key wearing occasions. Our goal is to deliver world-class product assortments for the family with all of the comfort, features and benefits Crocs is known for. We have discontinued our non-core products in order to focus on growing our core-molded heritage category while developing more compelling casual footwear platforms.

At the heart of our brand resides the Classic, our first and most iconic style for adults and kids that embodies our innovation in molding and design, delivers all-day comfort, and has established a new category in the footwear marketplace.

The unique look and feel of the Classic clog can be experienced throughout our entire product line due to the use and design of our proprietary material Croslite. We have expanded our core molded product line, introduced in 2002, with the addition of dual density technology, warm lined styles, seasonalsandals, flips and slides. Licensed styleslides, shoes and boots. We enjoy highly successful licensing partnerships fromwith Disney, Marvel, Sanrio,


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Nickelodeon, and Warner Bros., among others, provide popularitywhich allows us to bring popular global franchises and characters to life on our product in a fun, exciting way.

We continue to leverage our expertise and innovation in injection molding to create a fresh, distinctive point of view in the casual footwear market and to deliver a winning combination of comfort, style and versatility to our kids' core line along with our kids-only product innovations, including lights, color-change materials, and interactive elements.

In addition, we have extended our core product assortment with new styling including 'built for her' and 'built for him' silhouettes, which are offered in multiple color and graphic treatments. Our core products are available across a range of channels of distribution and span both stylish and active wearing occasions for the entire family.

consumer year round.

Sales and Marketing

Each season we focus on presenting a compelling "brandbrand story and experience"experience for our new product collections andintroductions as well as our broader casual lifestyle assortment.on-going core products. Our marketing efforts center on story-telling across diverse wearing occasions and product silhouettes. For the years ended December 31, 2016, 2015, 2014, and 2013,2014, total advertising costs were approximately $56.0 million, $58.2 million, and $44.7 million, and $47.6 million, respectively.

We run our business across three major geographic regions: the Americas, Asia Pacific, and Europe.Europe, which are discussed in more detail in Business Segments and Geographic Information below. In developing our market growth and expansion strategy,strategies, we prioritize sixfive core markets including: (i) the United States, (ii) Japan, (iii) China, (iv) South Korea and (v) Germany, and (vi) the United Kingdom.Germany. These countries have been identified as large-scale geographies where we believe the greatest opportunities for growth exist. Accordingly, our product development efforts for our 2016 product line are largely focused on expanding our market share in these locations. We are also focusing our marketing efforts on these regionscountries in an effort to increase customer awareness of both our brand and our full product range.


2




We have three primary sales channels: wholesale, which includes distributors, Crocs owned retail, and Crocs e-commerce (discussed in more detail below). Our marketing efforts are aimed at driving business to both our wholesale partners and our company-operated Crocs retail stores and e-commerce stores.sites. Our marketing efforts in the wholesale and retail channels are focused on social and digital outreach to consumers to shop and visual product merchandising with alignment on key stories, activation materials, and creative materials. Retailmerchandising. Company operated retail stores provide a unique opportunity to engage with customers inconsumers at a three-dimensional manner. Strong emphasis is placed on making the store experience a meaningful and memorable showcase ofdeeper level by showcasing our largerfull assortment of molded and casual lifestyle footwear and key new product launches.

Wholesale Channel

During the years ended December 31, 2015, 2014, and 2013, approximately 54.2%, 55.7%, and 56.5% of net revenues, respectively, were derived from sales through the wholesale channel which consists of sales to distributors and third-party retailers. Wholesale customers include family footwear retailers, national and regional retail chains, department stores, sporting goods stores, and independent footwear retailers.footwear. No single wholesale customer accounted for 10% or more of our revenues for any of the years ended December 31, 2016, 2015, and 2014.

Wholesale Channel
During the years ended December 31, 2016, 2015, and 2014, approximately 52.7%, 54.2% and 2013.

55.7% of revenues, respectively, were derived through the wholesale channel which consists of distributors and third-party retailers. Wholesale customers include family footwear retailers, national and regional retail chains, sporting goods stores, independent footwear retailers as well as e-tailers.

Many of our agreements allow us to accept returns from wholesale customers for defective products, and quality issues, on an exception basis, and to extend pricing discounts in lieu of defective productsuch returns. We also may accept returns from our wholesale customers, on an exception basis, for the purpose of stock re-balancing, to ensure that our products are merchandised in the proper assortments.

We

Outside the United States, in addition to wholesale customers, we use third-party distributors in select markets where we believe such arrangements are preferable to direct sales. These third-party distributors purchase products pursuant to a price list and are granted the right to resell the products in a defined territory, usually a country or group of countries. Our typical distribution agreements have terms of one to fourfive years, are generally terminable upon 30 days prior notice, and have minimum sales requirements that allow us to terminate or renegotiate the contract if minimum requirements are not met.


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Retail Channel

During the years ended December 31, 2016, 2015, 2014, and 2013,2014, approximately 34.7%, 35.5%34.7%, and 35.0%35.5%, respectively, of our net revenues were derived from sales through our retail channel. We operate our retail channel through three integrated platforms: full-servicefull-price retail locations, outlet locations, kiosk and kiosk/store-in-store locations. Our three types of store platforms enable us to organically promote the breadth of our product offering in high-traffic, highly visible locations. Our strategy for expandingWith the worldwide consumer shift in shopping patterns out of traditional retail to e-commerce, we are focused on carefully managing and reducing our globalphysical retail business isportfolio. We intend to increase our market share in a disciplined manner by selectively opening additional stores in new and existing markets, as well as increasing sales in existing stores. We will continue to moderate the pace of our retail expansion in 20162017 with a focus on outlet locations as well as enhancing the profitability of existing locations. We opened 4283 company-operated stores during the year ended December 31, 20152016 and closed 6884 company-operated stores. As retail store performance will vary in new and existing markets due to many factors, including maturity of the market and brand recognition, we periodically evaluate the fixed assets and leasehold improvements related to our retail locations for impairment.

Full-Service
Full-Price Retail Locations
Our company-operated full-price retail locations allow us to effectively showcase the full extent of our new and existing productsproduct ranges to customers at retail pricing.consumers. In addition, our full-servicefull-price retail locations enableprovide us with the opportunity to interact with our customers on a personal level in order to ensure a satisfying shopping experience. On average, theconsumers directly. The optimal space for our retail locations is between approximately 1,500 and 1,800 square feet, depending on the geographic vicinity of the property, and is typically located in high-traffic shopping malls or districts. During the year ended December 31, 2015,2016, we closed 5166 stores and opened 1519 new full-price retail stores. As of December 31, 2016, 2015, 2014, and 2013,2014, we operated 228, 275, and 311 and 327 global full-servicefull-price retail stores, respectively.

Outlet Locations
Our company-operated outlet locations allow us to sell discontinued and overstock merchandise directly to consumers at discounted prices. We also sell full pricedfull-priced products in certain of our outlet stores.stores as well as built for outlet products in certain locations. Outlet locations follow aare similar in size model asto our full-servicefull-price retail stores; however, they are generally located within outlet shopping locations.centers. During the year ended December 31, 2015,2016, we closed four outlet locations and opened 16 new50 outlet locations. As of December 31, 2016, 2015, 2014, and 2013,2014, we operated 232, 186, 174, and 170 global174 outlet stores, respectively.

Kiosk / Store-in-Store Locations
Our company-operated kiosks and store-in-store locations allow us to market specific product lines with the further flexibility to tailor products to consumer preferences in shopping malls and other high foot traffic areas. With bright and colorful displays, efficient use of retail space, and limited capital investment, we believe that kiosks and shop in shopsstore-in-store locations can be an effective outletvehicle for marketing our products where this business model is applicable. During the year ended December 31, 2015,2016, we closed 1314 kiosk and store-in-store locations and opened 1114 new kiosk and store-in-store locations. As of December 31, 2016, 2015, 2014, and 2013,2014, we operated 98, 100,98, and 122 global100 kiosks and store-in-stores, respectively.


3




The following table illustrates the net change in 20152016 with respect to the number of our company-operated retail locations by reportable operating segment and country:

Company-Operated Retail Locations December 31, 2015 Opened Closed December 31, 2016
Americas        
United States 179
 7
 12
 174
Canada 10
 
 
 10
Puerto Rico 7
 
 1
 6
  Total Americas 196
 7
 13
 190
Asia Pacific        
Korea 84
 9
 6
 87
Japan 52
 1
 4
 49
China 55
 43
 19
 79
Hong Kong 21
 5
 9
 17
Singapore 15
 3
 
 18
Australia 11
 5
 8
 8
United Arab Emirates 14
 1
 3
 12
South Africa 9
 
 9
 
  Total Asia Pacific 261
 67
 58
 270
Europe        
Russia 37
 2
 3
 36
Germany 18
 
 
 18
Great Britain 10
 
 3
 7
France 12
 
 2
 10
Netherlands 6
 
 1
 5
Finland 5
 
 1
 4
Spain 6
 
 1
 5
Austria 
 7
 1
 6
Other 8
 
 1
 7
  Total Europe 102
 9
 13
 98
    Total 559
 83
 84
 558

 
 December 31,
2014
 Opened Closed December 31,
2015
 

Company-operated retail locations

             

Americas

             

United States

  185  4  10  179 

Canada

  13    3  10 

Puerto Rico

  7      7 

Other

  5    5   

Total Americas

  210  4  18  196 

Asia Pacific

             

Korea

  83  5  4  84 

Japan

  54  4  6  52 

China

  43  19  7  55 

Hong Kong

  23  1  3  21 

Singapore

  18  1  4  15 

Australia

  13  1  3  11 

United Arab Emirates (UAE)

  10  5  1  14 

South Africa(1)

  9      9 

Taiwan

  5    5   

Total Asia Pacific

  258  36  33  261 

Europe

             

Russia

  39  2  4  37 

Germany

  20    2  18 

Great Britain

  15    5  10 

France

  14    2  12 

Netherlands

  7    1  6 

Finland

  6    1  5 

Spain

  6      6 

Other

  10    2  8 

Total Europe

  117  2  17  102 

Total

  585  42  68  559 

(1)
Our South Africa operations were designated as held for sale as of December 31, 2015. These locations were subsequently sold on January 19, 2016. See Note 5—Property and Equipment and Note 21—Subsequent Events to the consolidated financial statements for additional information.

E-commerce Channel

As of December 31, 2015,2016, we offered our products through 12 company-operated e-commerce webstoressites worldwide. We also offer our products through third-party e-commerce sites. Revenues from third-party e-commerce sites are reported in our wholesale channel. During the years ended December 31, 2016, 2015, and 2014, approximately 12.6%, 11.1% and 2013, approximately 11.1%, 8.8%, and 8.5%, respectively, of our net revenues were derived from sales through our e-commerce channel. Our e-commerce presence enables us to have increased access to our customersconsumers and provides us with an opportunity to educate them about our products and brand. Improving our e-commerce capabilities is one of our key strategies in positioning Crocs for sustained growth. Going forward, wegrowth strategies. We will continue to improve our consumer's online experience, and our in stock reliability and will look for new ways to leverage digital technologies to connect with them.


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our sites.

Business Segments and Geographic Information

For 2015, we had

We have three reportable operating segments based on the geographic nature of our operations: Americas, Asia Pacific, and Europe. We also have an "Other businesses" category which aggregates insignificant operating segments that do not meet the reportable operating segment threshold, and representsincluding manufacturing operations located in Mexico and Italy, and Asia. For 2014 and 2013, we had four reportable operating segments: Americas, Asia Pacific, Japan and Europe. Subsequent to December 31, 2014, Crocs' internal reports reviewed by the Chief Operating Decision Maker ("CODM") began consolidating Japan into the Asia Pacific segment. This change aligned the Company's internal reporting to its new strategic model and management structure, as Japan and Asia Pacific are now managed and analyzed as one operating segment by management and the CODM. Accordingly, prior period segment results have been reclassified to reflect this change. The composition of our reportable operating segments is consistent with that used by our CODM to evaluate performance and allocate resources.corporate operations. See additional discussion of our segments and geographic information, including results of operations and assets by segment and geography in Note 1816 — Operating Segments and Geographic Information in the accompanying notes to the consolidated financial statements.

statements included in Part II — Item 8. Financial Statements and Supplementary Data of this Annual Report.


4




Americas

The Americas segment consists of revenues and expenses related primarily to product sales in the North and South America geographic regions.America. Regional wholesale channel customers consist of a broad range of family footwear, sporting goods and department storese-tailers as well as specialtyindependent retailers and distributors. The regionalAmericas retail channel sells directly to consumers through 196190 company-operated retail store locations in the Americas as well as through webstores.e-commerce sites. During the years ended December 31, 2016, 2015, 2014, and 2013,2014, revenues from the Americas segment constitutedwere approximately 43.7%45.1%, 40.9%43.7%, and 41.9%40.9% of our consolidated revenues, respectively. Specifically, revenues from the United States of America constitutedwere approximately 35.8%37.1%, 36.3%35.8%, and 33.7%36.3% of our consolidated revenues, respectively, for the years ended December 31, 2016, 2015, 2014, and 2013.

2014.

Asia Pacific

The Asia Pacific segment consists of revenues and expenses related primarily to product sales throughout Asia, Australia, New Zealand, Africa and the Middle East and South Africa.East. The Asia Pacific wholesale channel consists of sales to a broad range of retailers similar to the wholesale channel we have established in the Americas segment.segment, plus distributors in select markets. We also sell products directly to the consumerconsumers through 261270 company-operated retail stores located in Asia as well as through our webstores.e-commerce sites. During the years ended December 31, 2016, 2015, 2014, and 2013,2014, revenues from theour Asia Pacific segment constitutedwere 38.1%, 39.0%, 39.6%, and 40.0%39.6%, of our consolidated revenues, respectively.

Europe

The Europe segment consists of revenues and expenses related primarily to product sales throughout Western Europe, Eastern Europe and Russia. The Europe segment wholesale channel customers consist of a broad range of retailers, similar to the wholesale channel we have established in the Americas segment.segment, plus distributors in select markets. We also sell our products directly to the consumerconsumers through 10298 company-operated retail stores located in Europe as well as through our webstores.e-commerce sites. During the years ended December 31, 2016, 2015, 2014, and 2013,2014, revenues from the Europe segment constitutedwere 16.7 %, 17.3%, 19.5%, and 18.1%19.5% of our consolidated revenues, respectively.

Distribution and Logistics

On an ongoing basis, we look to enhance our distribution and logistics network to further streamline our supply chain, increase our speed to market, and lower operating costs. During the year ended December 31, 2015,2016, we stored our raw material and finished goods inventories in company-operated warehouse and distribution facilities located in the United States, Mexico, the Netherlands, Japan,


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Finland, South Africa, Russia, and Italy. We also utilize third-party operated distribution centers which are operated by third parties located in the United States, China, Japan, Hong Kong, Australia, Korea, Singapore, India, Taiwan, the United Arab Emirates, Russia, Brazil, Argentina, Chile, Puerto Rico, and Italy. Throughout 2015, we continued to engage in efforts to consolidate our global warehouse and distribution facilities to facilitate a lean cost structure. As of December 31, 2015,2016, our company-operated warehouse and distribution facilities provided us with approximately 1.00.9 million square feet and our third-party operated distribution facilities provided us with approximately 0.40.5 million square feet. We also ship a portion of our products directly to our wholesale customers from our internal and third-party manufacturers.

Raw Materials

"Croslite",

Croslite, our branded proprietary closed-cell resin, is the primary raw material used in the majority of our footwear and some of our accessories. Croslite is soft, durable, and allows our materialproducts to be non-marking in addition to beingand extremely lightweight. Croslite is carefully formulated to create extremely lightweight, odor-resistant, water-resistant and non-marking footwear that conforms to the shape of the foot and increases comfort.
We continue to invest in research and development in order to refine our materials to enhance these properties and to target the development ofdevelop new properties for specific applications.

Croslite material is produced by compounding elastomer resins that we or one of our third-party processors purchase from major chemical manufacturers, together with certain other production inputs such as color dyes. At this time, weWe have identified multiple suppliers that produce the elastomer resins used in the Croslite material. We may however,also in the future identify and utilize materials produced by other suppliers as an alternative to, or in addition to, the elastomer resins we currently use in the production of our proprietary material. All of the other raw materials that we use to produce the Croslite products are readily available for purchase from multiple suppliers.

Since our inception in 2002, we have substantially increased the number of footwear products we offer. Many of these new products are constructed using leather, textile fabrics, or other non-Croslite materials. We, or our third-party manufacturers, obtain these materials from a number of third-party sources and we believe these materials are broadly available. We also outsource the compounding of the Croslite material and continue to purchase a portion of our compounded raw materials from a third partythird-party in Europe.


5

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Research, Design and Development

We continue to dedicate significant resources to product design and development as we expand the footwear styles we offer based on opportunities we identify in the marketplace. Our design and development process is highly collaborative and we continually strive to improve our development function so we can bring products to market quickly and at reduced costs, while maintaining product quality. We spent $11.9 million, $14.0 million, $16.7 million, and $15.4$16.7 million in research, design, and development activities for the years ended December 31, 2016, 2015, and 2014, and 2013, respectively.

Manufacturing and Sourcing

Our strategy is to maintain a flexible, globally diversified, low-cost manufacturing base. We currently have company-operated production facilities in Mexico and Italy. We also contract with third-party manufacturers to produce certain of our footwear styles or to provide support to our internal production processes. Our internal manufacturing capabilities enable us to rapidly make changes to production, providing us with the flexibility to quickly respond to orders for high demand models and colors throughout the year, while outsourcing allows us to capitalize on the efficiencies and cost benefits of using contracted manufacturing services. We believe this strategy will continue to minimize our production costs, increase overall operating efficiencies, and shorten production and development times.

In the years ended December 31, 2016, 2015, 2014, and 2013,2014, we manufactured approximately 11.3%14.6%, 13.9%11.3%, and 15.1%13.9%, respectively, of our footwear products internally. We sourced the remaining footwear production from multiple third-party manufacturers primarily in China, Vietnam, Eastern Europe and


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South America. During the years ended December 31, 2016, 2015, 2014, and 2013,2014, our largest third-party manufacturer in China produced approximately 26.6%23.4%, 27.5%26.6%, and 28.0%27.5%, respectively, of our third-party footwear unit volume. We do not have written supply agreements with our primary third-party manufacturers in Asia.

Intellectual Property and Trademarks

We rely on a combination of trademarks, copyrights, trade secrets, trade dress and patent protections to establish, protect and enforce our intellectual property rights in our product designs, brands, materials, and research and development efforts, although no such methods can afford complete protection. We own or license the material trademarks used in connection with the marketing, distribution, and sale of all of our products, both domestically and internationally, in most countries where our products are currently either sold or manufactured. Our major trademarks include the Crocs logo and the Crocs word mark, both of which are registered or pending registration in the U.S., the European Union, Japan, Taiwan, China, and Canada among other places.countries. We also have registrations or pending trademark applications for theother marks Jibbitz, Jibbitz Logo, YOU by Crocs, YOU by Crocs Logo, Tail Logo, Bite, Bite Logo, Crocband, Crocs Tone, and Crocs Littles, "Croslite" and the Croslite logo, as well as other markslogos in various countries around the world.

In the U.S., our patents are generally in effect for up to 20 years from the date of the filing of the patent application. Our trademarks registered within and outside of the U.S. are generally valid as long as they are in use and their registrations are properly maintained and have not been found to become generic. We believe our trademarks and copyrights are crucial to the successful marketing and sale of our products. We will continue to strategically register, both domestically and internationally, the trademarks and copyrights we utilize today and those we develop in the future. We will also intend to continue to aggressively police our patents, trademarks and copyrights and pursue those who infringe upon them, both domestically and internationally, as we deem necessary.

We consider the formulations of the materials covered by our trademark Croslite and used to produce our shoes to be a valuable trade secret. Croslite material is manufactured through a process that combines a number of components in various proportions to achieve the properties for which our products are known. We use multiple suppliers to source these components but protect the formula by using exclusive supply agreements for key components, confidentiality agreements with our third-party processors, and by requiring our employees to execute confidentiality agreements concerning the protection of our confidential information. Other than our third-party processors, we are unaware of any third party using our formula in the production of shoes. We believe the comfort and utility of our products depend on the properties achieved from the compounding of Croslite material and constitute a key competitive advantage for us, and we intend to continue to vigorously protect this trade secret.

We also actively combat counterfeiting through monitoring of the global marketplace. We use our employees, sales representatives, distributors, and retailers, as well as outside investigators and attorneys, to police against infringing products by encouraging them to notify us of any suspect products and to assist law enforcement agencies. Our sales representatives and distributors are also educated on our patents, pending patents, trademarks and trade dress to assist in preventing potentially infringing products from obtaining retail shelf space. The laws of certain countries do not protect intellectual property rights to the same extent or in the same manner as do the laws of the U.S., and, therefore, we may have difficulty obtaining legal protection for our intellectual property in certain foreign jurisdictions.

Seasonality

Due to the seasonal nature of our footwear, which is more heavily focused on styles suitable for warm weather, revenues generated during our fourth quarter isare typically less than revenues generated during our first three quarters, when the northern hemisphere is experiencing warmer weather. We continue to


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expand our product line to include more winter oriented styles to reduce the seasonality of our revenues. Our quarterly results of operations may also fluctuate significantly as a result of a variety of other factors, including the timing of new model introductions, or general economic conditions, or consumer confidence. Accordingly,


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results of operations and cash flows for any one quarter are not necessarily indicative of expected results for any other quarter or for any other year.

Backlog

We receive a significant portion of orders from our wholesale customers and distributors that remain unfilled as of any date and, at that point, represent orders scheduled to be shipped at a future date. We refer to these unfilled orders as backlog, which can be canceled by our customers at any time prior to shipment. Backlog only relates to wholesale and distributor orders for the next season and current season fill-in orders, and excludes potential sales in our retail and internete-commerce channels. Backlog as of a particular date is affected by a number of factors, including seasonality, manufacturing scheduleschedules and the timing of product shipments. Further, the mix of future and immediate delivery orders can vary significantly period over period. Backlog also is affected by the timing of customers' orders and product availability. Due to these factors and business model changesdifferences around the globe, we believe backlog is an imprecise indicator of future revenues that may be achieved in a fiscal period and cannot be relied upon.

Foreign Currency Fluctuations on Revenues and Operating Income (Loss)

As a global company, we have significant revenues, costs, assets, liabilities and intercompany balances denominated in currencies other than the U.S. Dollar. Accordingly, any amounts recorded in foreign currencies are translated into U.S. Dollars for consolidated financial reporting and are impacted by foreign currency fluctuations. While we enter into foreign currency exchange forward contracts as economic hedges to reduce our exposure to changes in exchange rates, the volatility of foreign currency exchange rates is dependent on many factors that cannot be forecasted with reliable accuracy and our forward contracts may not prove effective in reducing our exposures.

Competition

The global casual, athletic and fashion footwear markets are highly competitive. Although we believe that we do not compete directly with any single company with respect to the entire spectrum of our products, we believe portions of our wholesale, retail, and ecommercee-commerce businesses compete with companies including, but not limited to, Nike Inc., adidas AG, Under Armour, Inc., Deckers Outdoor Corp.,Corporation, Skechers USA, Inc., Steve Madden, Ltd., Wolverine World Wide, Inc. and VF Corporation. Our company-operated retail locations also compete with footwear retailers such as Genesco, Inc., Macy's Inc., Dillard's, Inc., Dick's Sporting Goods, Inc., The Finish Line Inc., and Footlocker,Foot Locker, Inc.

The principal elements of competition in these markets include brand awareness, product functionality, design, comfort, quality, pricing, customer service, and marketing and distribution. We believe that our unique footwear designs, theour Croslite material, our prices, our expanded product line, and our distribution network continue to position us well in the marketplace. However, a number of companies in the casual footwear industry have greater financial resources, more comprehensive product lines, broader market presence, longer standing relationships with wholesalers, longer operating histories, greater distribution capabilities, stronger brand recognition and greater marketing resources than we have. Furthermore, we face competition from new playerscompanies who have been attracted to the market with products similar to ours as the result of the unique design and success of our footwear products.

Foreign Currency Fluctuations on Revenues and Net Income (Loss)

As a global company, we have significant revenues and costs denominated in currencies other than the U.S. Dollar. We are exposed to the risk of gains and losses resulting from changes in exchange rates on monetary assets and liabilities within our international subsidiaries that are denominated in currencies other than the subsidiary’s functional currency. Likewise, our U.S. companies are also exposed to the risk of gains and losses resulting from changes in exchange rates on monetary assets and liabilities that are denominated in a currency other than the U.S. Dollar.

We have experienced, and will continue to experience, changes in international currency rates, impacting both results of operations and the value of assets and liabilities denominated in foreign currencies. We enter into forward foreign exchange contracts to buy or sell various foreign currencies to selectively protect against volatility in the value of non-functional currency denominated monetary assets and liabilities. Changes in the fair value of these forward contracts are recognized in earnings.

Changes in exchange rates have a direct effect on our reported U.S. Dollar consolidated financial statements because we translate the operating results and financial position of our international subsidiaries to U.S. Dollars using current period exchange rates. Specifically, we translate the statements of operations of our foreign subsidiaries into the U.S. Dollar reporting currency using average exchange rates each reporting period. As a result, comparisons of reported results between reporting periods may be impacted significantly by differences in the exchange rates used to translate the operating results of our international subsidiaries.

For example, in our European segment, when the U.S. Dollar strengthens relative to the Euro, our reported U.S. Dollar results are less than if there had been no change in the exchange rate, because more Euros are required to generate the same U.S. Dollar translated amount. Conversely, when the U.S. Dollar weakens relative to the Euro, the reported U.S. Dollar results of our Europe segment are higher compared to a period with a stronger U.S. Dollar relative to the Euro. Similarly, the reported U.S. Dollar results of our Asia Pacific segment, where the functional currencies are primarily the Japanese Yen, Chinese Yuan, Korean Won and the Singapore Dollar, are comparatively lower or higher when the U.S. Dollar strengthens or weakens, respectively, relative to these currencies. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II of this Form 10-K for a discussion of the impact of the change in foreign exchange rates on our U.S. Dollar consolidated statements of operations for the years ended December 31, 2016 and 2015.

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Employees

As of December 31, 2015,2016, we had approximately 5,4005,068 full-time, part-time, and seasonal employees, of which approximately 3,6003,390 were engaged in retail-related functions.


Available Information

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We file with, or furnish to, the SEC reports, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports pursuant to Section 13(a) or 15(d) of Contents

Available Information

Our internet address is www.crocs.com where we post the following filings,Securities Exchange Act of 1934, as amended . These reports are available free of charge on our corporate website (www.crocs.com) as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission: our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K andSEC. Copies of any amendments to those reports filedmaterials we file with the SEC can be obtained at www.sec.gov or furnished pursuant to Section 13(a) or 15(d) ofat the Securities Exchange Act of 1934, as amended (the "Exchange Act").SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Copies of any of these documents will be provided in print to any stockholder who submits a request in writing to Integrated Corporate Relations, 761 Main Avenue, Norwalk, CT 06851.

The foregoing website addresses are provided as inactive textual references only. The information provided on our website (or any other website referred to in this report) is not part of this report and is not incorporated by reference as part of this Annual Report on Form 10-K.

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ITEM 1A.    Risk Factors

Described

The reader should carefully consider the following risk factors and all other information presented within this report. The risks set forth below are certain risksthose that our management believes are applicable to our business and the industry in which we operate. These risks have the potential to materially adversely affecthave a material adverse effect on our business, results of operations, cash flows, financial condition, liquidity, or access to sources of financing. The risks included here are not exhaustive and there may be additional risks that are not presently material or known. You should carefully consider each of the following risks described below in conjunction with all other information presented in this report. Since we operate in a very competitive and rapidly changing environment, new risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business.

Risks Specific to Our Company
Uncertainty about current and future global economic conditions may adversely affect consumer spending and the financial health of our customers and others with whom we do business, which may adversely affect our financial condition, results of operations and cash resources.

Uncertainty about current and future global economic conditions may cause consumers and retailers to defer purchases or cancel purchase orders for our products in response to tighter credit, decreased cash availability, and weakened consumer confidence. Our financial success is sensitive to changes in general economic conditions, both globally and in specific markets, that may adversely affect the demand for our products including recessionary economic cycles, higher interest borrowing rates, higher fuel and other energy costs, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws, or other economic factors. For example, in 2015 and 2014, we experienced difficulty in our Asia Pacific segment primarily due to decreased performance in our China business which resulted in delayed paymentscollections of receivables and increased reserves for uncollectable accounts receivable. In 2015 and 2014, we also experienced volatility in sales in our Asia Pacific segment duethe risk of customer nonpayment. Due to the continued adverse macroeconomic conditions in China.China during 2016 and 2015, we also experienced volatility in revenues in our Asia Pacific segment. If global economic and financial market conditions deteriorate further or remain weak for an extended period of time, the following factors, among others, could have a material adverse effect on our business operating results, cash flows and financial condition:

results:
Changes in foreign currency exchange rates relative to the U.S. Dollar could have a material impact on our reported financial results.
Slower consumer spending may result in our inability to maintain or increase our sales to new and existing customers, causingcause reduced product orders or product order cancellations from wholesale accounts that are directly impacted by fluctuations in the broader economy, which may reduce in increased difficulty indifficulties managing inventory,inventories, higher discounting efforts,discounts, and lower product margins.

If consumer demand for our products declines, we may not be unableable to open and operateprofitably establish new retail stores, or continue to operate existing stores, due to the highhigher fixed cost naturecosts of the retail segment.

Fluctuations in foreign currency exchange rates relative to the U.S. Dollar could have a material impact on our reported financial results and condition.

Anybusiness.
A decrease in credit available credit caused by a weakened global economy may result in financial difficulties forto our wholesale andor retail customers, product suppliers and other service providers, as well as theor financial institutions that are counterparties to our credit facility andor derivative transactions. Ifinstruments may result in credit pressures or other financial difficulties result inor insolvency for these parties, it could adverselywith a potential adverse impact our estimated reserves,on our ability to obtain future financing, our business and our financial results.

If our wholesale customers experience diminished liquidity, we may experience a reduction in product orders, an increase in customer order cancellations, and/or the need to extend customer payment terms which could lead to higherlarger balances and delayed collection of our accounts receivable, balances, reduced cash flows, greater expense associated withexpenses for collection efforts, and increased bad debt expense.

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nonpayment by our wholesalers.
If our manufacturers or other parties in our supply chain experience diminished liquidity, they may not meetand as a result are unable to fulfill their obligations to us, and we may experience the inabilitybe unable to meet customer product demandsprovide our customers with our products in a timely manner.

manner, resulting in lost sales opportunities or a deterioration in our customer relationships.

China's deteriorating macro-economic environment could adversely affect sales in our Asia Pacific segment which may adversely affect our business financial condition and results of operations.

results.

Current and future global economic conditions may adversely affect consumer spending and the financial health of our customers and others with whom we do business, which may adversely affect our financial condition, results of operations, and cash resources. Macro-economic conditions in China have deteriorated over the past several quarters resulting in softening consumer demand and payment delays from our China distributors which have negatively impacted the sales volumes and cash collections for our China operations. During 2015 we discontinued relationships with several distributors and also changed terms to require cash payment at delivery. During 2015, we increased our allowance for doubtful accounts receivable in China by an additional $23.2 million related to receivables in China as a result of a

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default by several distributors defaulting on their payment obligations. As a result of this adjustment, our remaining net receivable balance in China is $5.1 million as of December 31, 2015.that were unable to make payments to us. If the economic conditions in China continue to decline, we may experience further reductions in consumer demand in the China market resulting in additional losses. As our China operations represent approximately 8%7% of our total revenue,revenues, the impact of declining sales volumes in China could have a material adverse impact on our business and financial results in future periods.

We are currently

Changes in negotiations with multiple China distributors regarding our terms of paymentforeign exchange rates, most significantly but not limited to the Singapore Dollar, Chinese Yuan, Japanese Yen, Korean Won, the Euro and there can be no assurance that these negotiations will be successful. If we are not able to agree on acceptable terms with our China distributors, we may need to establish new distributor relationships and we cannot guarantee if we will be able to do so within a reasonable time frame, if at all.

In the third quarter of 2015, multiple China distributors failed to comply with the terms of their payment obligations. As a result, we have ceased all shipments to these distributors until we are able to develop mutually beneficial terms of payment for both current sales and aged receivables. There are no assurances our efforts to obtain payment will be successful. In the event we are not able to reach an agreement with these distributors we may terminate our relationship and look for new partners in the region. At this time we do not know how long it will take to establish new distributor relationships on acceptable terms to us or if we will be able to establish such relationships at all. If we are unable to establish new partnerships within a reasonable time frame, we could experience a significant decline in sales volumes within China in future periods whichBritish Pound, could have a material adverse effect on our business including our financial results, cash flows, and financial condition.

Foreign currency fluctuations could have a material adverse effect on our results of operations and financial condition.

results.

As a global company, we have significant revenues costs, assets, liabilities, and intercompany balancescosts denominated in currencies other than the U.S. Dollar.Dollar (“USD”). We pay the majority of expenses attributable to our foreign operations in the functional currency of the country in which such operations are conducted and pay the majority of our overseas third-party manufacturers, located primarily in U.S. Dollars.China and Vietnam, in USD. Our ability to sell our products in foreign markets and the U.S. DollarUSD value of the sales made in foreign currencies can be significantly influenced by foreign currency fluctuations. In 2015, we experienced a decrease of $31.9 millionchanges in revenue in our Asia Pacific segment related to foreign currency translation losses as a result of decreases in the value of the Japanese Yen and Chinese Yuan compared to the U.S. Dollar and a decrease of $43.3 million in our Europe segment related to foreign currency translation losses as a result of decreases in the value of the Euro and Ruble compared to the U.S. Dollar.exchange rates. A decrease in the value of foreign currencies relative to the U.S. DollarUSD could result in lower revenues, product price pressures, and increased losses from currency exchange rates. Price increases caused by currencyForeign exchange rate fluctuations could make our products less competitive or have an adverse effect on our profitability as most of our purchases from third-party


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suppliers are denominated in U.S. Dollars. Currency exchange rate fluctuationsvolatility could also disrupt the business of the third-party manufacturers that produce our products by making their purchases of raw materials more expensive and more difficult to finance.

finance, as we generally pay our overseas third-party manufacturers in U.S. Dollars. In 2016, we experienced an increase of approximately $3.3 million in our Asia Pacific segment revenues as a result of increases in the value of Asian currencies relative to the U.S. Dollar, and a decrease of approximately $3.2 million in our Europe revenues as a result of decreases in the Euro and Russian Ruble relative to the U.S. Dollar. Strengthening of the USD against Asian and European currencies, and various other global currencies would adversely impact our USD reported results due to the impact on foreign currency translation. While we enter into foreign currency exchange forward contracts as economic cash flow hedges to reduce our exposure to changes in exchange rates, the volatility of foreign currency exchange rates is dependent on many factors that cannot be forecasted with reliable accuracy and as a result our forward contracts may not prove effective in reducing our exposures.

We face significant competition.

The footwear industry is highly competitive. Continued growth in the market for casual footwear has encouraged the entry of new competitors into the marketplace and has increased competition from established companies. Our competitors include most major athletic and non-athletic footwear companies and retailers with their own private label footwear products. A number of our competitors have significantly greater financial resources than us, more comprehensive product lines, a broader market presence, longer standing relationships with wholesalers, a longer operating history, greater distribution capabilities, stronger brand recognition, and spend substantially more than we do on product marketing. Our competitors' greater financial resources and capabilities in these areas may enable them to better withstand periodic downturns in the footwear industry and general economic conditions, compete more effectively on the basis of price and production, and more quickly develop new products. Some of our competitors are offering products that are substantially similar, in design and materials, to Crocs branded footwear.our products. In addition, access to offshore manufacturing is also making it easier for new companies to enter the markets in which we compete. If we failare unable to compete successfully in the future, our sales and profits may decline, we may lose market share, our business and financial conditionresults may deteriorate, and the market price of our common stock would likely fall.

Our business relies significantly on the use of information technology and any materialtechnology. A significant disruption to our operational technology or failure to protect the integrity and security of customer and employee information could harm our reputation and/or our ability to effectively operate our business.

We rely heavily on the use of information technology systems and networks in our operations and supporting departments including marketing, accounting, finance, and human resources. The future success and growth of our business depend on streamlined processes made available through information systems, global communications, internet activity, and other network processes. We rely exclusively on information services providers worldwide for our information technology functions including network, help desk, hardware and software configuration. Additionally, we rely on internal networks and information systems and other technology, including the internet and third-party hosted services, to support a variety of business processes and activities, including procurement and supply chain, manufacturing, distribution, invoicing and collection of payments. We use information systems for certain human resource activities and to process our employee benefits, as well as to process financial information for internal and external reporting purposes and to comply with various reporting, legal and tax requirements. We also have outsourced a significant portion of work associated with our finance and accounting, human resources and other information technology functions to third-party service providers. Despite our current security measures, our systems, and those of our third-party service providers, we may be vulnerable to information security breaches, acts of vandalism, computer viruses, credit card fraud, phishing, and interruption or loss of valuable business data. Any disruption to these systems or networks could result in product fulfillment delays, key personnel being unable to perform duties or communicate throughout the organization, loss of retail and internet sales, significant costs for data restoration, and other adverse impacts on our business and reputation.

Over the last several years, we have implemented numerous information systems designed to support various areas of our business, including a fully-integrated global accounting, operations, and finance enterprise resource planning (ERP) system, and warehouse

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management, order management, retail point-of-sale, and internet point-of-sale systems, as well as various interfaces between these systems and supporting back office systems. Issues in implementing or integrating new systems with our current operations, failure of these systems to operate effectively, problems with transitioning to upgraded or replacement systems, or a breach in security of these systems could cause delays in product fulfillment and reduced efficiency of our operations. This couldoperations and require significant additional capital investments, including to remediate, problems, and may have an adverse effect on our results of operationsbusiness and financial condition.

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We routinely possess sensitive customer and employee information. Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks. Any breach of our network may result in the loss of valuable business data, misappropriation of our consumers' or employees' personal information, or a disruption of our business. Despite our existing security procedures and controls, if our network becomes compromised, it could give rise to unwanted media attention, materially damage our customer relationships, harm our business, our reputation, results of operations, cash flows, and our financial conditionresults, which could result in fines or lawsuits, and may increase the costs we incur to protect against such information security breaches, such as increased investment in technology, the costs of compliance with consumer protection laws, and costs resulting from consumer fraud.

We may be unable to successfully execute our long-term growth strategy, maintain or grow our current revenue and profit levels, or accurately forecast geographic demand and supply for our products.

Our ability to maintain our revenue and profit levels or to grow in the future depends on, among other things, the continued success of our efforts to maintain our brand image, our ability to bring compelling and profit enhancing footwear offerings to market, and our ability to expand within our current distribution channels and increase sales of our products into new locations internationally. Successfully executing our long-term growth and profitability strategy will depend on many factors, including:

Our ability to strengthen the Crocsour brand globally into a leading casual lifestyle footwear provider;

Our ability to focus on relevant geographies and markets, product innovation and profitable new growth platforms while maintaining demand for our current offerings;

Our ability to effectively manage our retail stores (including closures of existing stores) while meeting operational and financial targets at the retail store level;

Our ability to accurately forecast the global demand for our products and the timely execution of supply chain strategies to deliver product around the globe efficiently based on that demand;

Our ability to use and protect the Crocs brand and our other intellectual property in new markets and territories;

Our ability to Achieveachieve and maintain a strong competitive position in new and existing markets;

Our ability to attract and retain qualified distributors, or agents, orand to continue to develop direct sales channels;

Our ability to consolidate our distribution and supply chain network to leverage resources and simplify our fulfillment process; and

Our ability to execute a multi-channel advertising and marketing campaign to effectively communicate our message directly to our consumers and employees.

If we are unable to successfully implement any of the above mentioned strategies and the many other factors mentioned throughout this section,these risk factors, our business may fail to grow, our brand may suffer, and our results of operationsbusiness and cash flowsfinancial results may be adversely impacted.

There can be no assurance that the strategic plans we have begun to implement will be successful.

In July 2014, we announced strategic plans for long-term improvement and growth of our business, which is comprised of four key initiatives: (1) streamlining the global product and marketing portfolio, (2) reducing direct investment in smaller geographic markets, (3) creating a more efficient organizational structure including reducing duplicative and excess overhead which will also enhance the decision making process, and (4) closing or convertingoptimizing our retail locations around the world. The initial charges for the strategic plan were incurred in the first quarter of 2014 and continued through 2015. During 2014 and 2015, we closed 172 retail locations, offset by 112 new retail locations opened.


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While these strategic plans, along with other steps to be taken, are intended to improve and grow our business, there can be no assurance that this will be the case, or that additional steps or accrual of additional material accounting charges will not be required. If additional steps are required, there can be no assurance that they will be properly implemented or will be successful. The implementation of our new strategy may take a significant amount of time and resources to implement, and may not impact our financial condition, results of operations and cash flowsinitial charges for the strategic plan were incurred in the short term, or at all.

first quarter of 2014 and continued through 2015. During 2014 and 2015, we closed 172 retail locations, offset in part by 112 new retail locations opened. We completed our restructuring plan in 2015.

We conduct significant business activity outside the U.S. which exposes us to risks of international commerce.


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A significant portion of our revenues is from foreign sales. Our ability to maintain the current level of operations in our existing international markets is subject to risks associated with international sales operations as well as the difficulties associated with promoting products in unfamiliar cultures. In addition to foreign manufacturing, we operate retail stores and sell our products to retailers outside of the U.S. Foreign manufacturing and sales activities are subject to numerous risks including: tariffs, anti-dumping fines, import and export controls, and other non-tariff barriers such as quotas and local content rules; delays associated with the manufacture, transportation and delivery of products; increased transportation costs due to distance, energy prices, or other factors; delays in the transportation and delivery of goods due to increased security concerns; restrictions on the transfer of funds; restrictions, due to privacy laws, on the handling and transfer of consumer and other personal information; changes in governmental policies and regulations; political unrest, changes in law, terrorism, or war, any of which can interrupt commerce; potential violations of U.S. and foreign anti-corruption and anti-bribery laws by our employees, business partners or agents, despite our policies and procedures relating to compliance with these laws; expropriation and nationalization; difficulties in managing foreign operations effectively and efficiently from the U.S.; difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions; longer accounts receivable patternspayment terms and difficulties in collecting foreign accounts receivables; difficulties in enforcing contractual and intellectual property rights; greater risk that our business partners do not comply with our policies and procedures relating to labor, health and safety; and increased accounting and internal control expenses.costs. In addition, we are subject to customs laws and regulations with respect to our export and import activity which are complex and vary within legal jurisdictions in which we operate. We cannot assure that there will be nonot be a control failure around customs enforcement despite the precautions we take. We are currently subject to audits by various customs authorities including the U.S. and Mexico. Any failure to comply with customs laws and regulations could be discovered during a U.S. or foreign government customs audit, or customs authorities may disagree with our tariff treatments, and such actions could result in substantial fines and penalties, which could have an adverse effect on our business and financial positionresults. In addition, changes to U.S. trade laws may adversely impact our operations.
In addition, as a global company, we are subject to foreign and resultsU.S. laws and regulations designed to combat governmental corruption, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. Violations of operations.

these laws and regulations could result in fines and penalties, criminal sanctions against us, our officers, or our employees, prohibitions on the conduct of our business and on our ability to offer our products and services in one or more countries and a materially negative effect on our brands and our operating results. Although we have implemented policies and procedures designed to ensure compliance with these foreign and U.S. laws and regulations, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, there can be no assurance that our employees, business partners or agents will not violate our policies.

Our success depends substantially on the value of our brand and failure to strengthen and preserve this value, either through our actions or those of our business partners, could have a negative impact on our financial results.

We believe much of our success has been attributable to the strengthening of the Crocs global brand. To be successful in the future, particularly outside of the U.S., where the Crocs global brand is less well-known and perceived differently, we believe we must timely and appropriately respond to changing consumer demand and leverage the value of our brand across all sales channels. We may have difficulty managing our brand image across markets and international borders as certain consumers may perceive our brand image to be out of style, outdated, and one-dimensional prior to purchasing our products.or otherwise undesirable. Brand value is based in part on consumer perceptions on a variety of subjective qualities. In the past, several footwear companies including ours have experienced periods of rapid growth in revenues and earnings followed by periods of declining sales and losses, and our business may be similarly affected in the future. Business incidents that erode consumer trust, such as perceived product safety issues, whether isolated or recurring, in particular incidents that erode consumer trust, particularly if the incidents receive considerable publicity or result in litigation, can significantly reduce brand value and have a negative impact on our business and financial results. Consumer demand for our products and our brand equity could diminish significantly if we fail to preserve the quality of our products, are perceived to act in an unethical or socially


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irresponsible manner, fail to comply with laws and regulations, or fail to deliver a consistently positive consumer experience in each of our markets. Additionally, counterfeit reproductions of our products or other infringement of our intellectual property rights, including from unauthorized uses of our trademarks by third parties, could harm our brand and adversely impact our business.

If our online sales platform doese-commerce store sites do not function effectively, our operatingbusiness and financial results could be materially adversely affected.

Many of our customers buy our products on our e-commerce webstoresstore sites as well as third-party webstores.e-commerce store sites. Any failure on our part or third-party platform providers to provide effective, reliable, user-friendly e-commerce platforms that offer a wide assortment of our merchandise could place us at a competitive disadvantage, result in the loss of sales, and could have a material adverse impact on our business and results of operations.financial results. Sales in our e-commerce channel may also divert sales from our retail and wholesale channels.

Opening retail stores globally involves substantial investment, including the construction costs of leasehold improvements, furniture and fixtures, equipment, information systems, inventory and personnel. Operating global retail stores incurs fixed

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costs. If we are unable to generate sales, operate our retail stores profitably or otherwise fail to meet expectations, we may be unable to reduce such fixed costs and avoid losses or negative cash flows.
Opening and operating additional retail locations which requirerequires substantial financial commitments, andincluding fixed costs, and are subject to numerous risks including consumer preferences, location and declinesother factors that we do not control. Declines in revenue and operating performance of suchour retail locations could adversely affectcause us to record impairment charges and have a material adverse effect on our profitability.

business and financial results. During 2016, we opened, closed and operated 19, 66 and 228 retail locations, respectively.

Although we have slowed the expansion of our retail sales channel, we intend to continue to open outlet locations.new retail locations globally. Our ability to open new locations successfully depends on our ability to identify suitable store locations, negotiate acceptable lease terms, hire, train, and retain store personnel and satisfy the fashion preferences in new geographic areas. Many of our retail locations are located in shopping malls where we dependand our success depends in part on obtaining prominent locations and the overall successability of the malls to successfully generate and maintain customer traffic. We cannot control the success of individual malls and an increase inor store closures by other retailers, which may lead to mall vacancies and reduced customer foot traffic. Reduced customer foot traffic could reduce sales of existingat our retail stores or hinder our ability to open retail stores in new markets, which could in turn negatively affect our operating resultsbusiness and cash flows.financial results. In addition, some of our retail stores and kiosks occupy street locations that are heavily dependent on customer traffic generated by tourism. Any substantial decrease in tourism resulting from an economic slowdown, political, terrorism, social or military events or otherwise, is likely to adversely affect sales in our existing stores and kiosks, particularly those with street locations.

Openingkiosks. For example, in 2016 we closed our retail stores globally involves substantial investment, includinglocations in Belgium in part as a result of the construction of leasehold improvements, furniture and fixtures, equipment, information systems, inventory and personnel. Operating global retail stores incurs fixed costs; if we have insufficient sales, we may be unable to reduce such fixed costs and avoid losses or negative cash flows.

terrorist attacks in Europe.

We may be required to record impairments of long-lived assets relating to our retail operations.

The

Impairment testing of our retail stores' long-lived assets for impairment requires us to make significant estimates about our future performance and cash flows that are inherently uncertain. These estimates can be affected by numerous factors, including changes in economic conditions, our results of operations, and competitive conditions in the industry. Due to the high fixed costfixed-cost structure associated with our retail operations, negative cash flows or the closure of a store could result in write downswrite-downs of inventory, impairment of leasehold improvements, impairment losses onof other long-lived assets, severance costs, significant lease termination costs or the loss of working capital, which could adversely impact our business and financial position, results of operations or cash flows.results. For example, during 2016, 2015, 2014, and 2013,2014, we recorded impairments $15.3of which $2.7 million, $8.8$9.6 million and $10.9 million, respectively, of which $9.6 million, $8.8 million and $10.6 million, respectively, related to our retail stores. These impairment charges may increase as we continue to evaluate our retail operations. The recording of additional impairments in the future may have a material adverse impact on our business and financial results.


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We depend on key personnel across the globe, the loss of whom would harm our business.

We rely on executives and senior management to drive the financial and operational performance of our business. Turnover of executives and senior management can adversely impact our stock price, our results of operations, and our client relationships and may make recruiting for future management positions more difficult or may require us to offer more generous executive compensation packages to attract top executives. Changes in other key management positions may temporarily affect our financial performance and results of operations as new management becomes familiar with our business. In recent years, we have experienced management turnover. Our future success depends on our ability to identify, attract and retain qualified personnel on a timely basis. In addition, we must successfully integrate any newly hired management personnel within our organization in order to achieve our operating objectives. Effective in January 2015, Gregg Ribatt was appointed as our Chief Executive Officer and effective in December 2015, Carrie Teffner was appointed as Executive Vice President and Chief Financial Officer. Ms. Teffner resigned as a member of the Board prior to her start date with the Company. The key initiatives directed by these executives may take time to implement and yield positive results, if at all. If our new executives do not perform up to expectations, we may experience declines in our financial performance and/or delays in our long-term growth strategy.

As a global company, we also rely on the expertise and knowledge of a limited number of key international personnel to perform their functions at a high level in many of our geographic regions. In certain instances, one or two personnel may be the primary knowledge base for business operations in a geographic region. The loss of key international personnel could adversely impact our operations and our client relationships.

If we do not accurately forecast consumer demand, we may have excess inventory to liquidate or have greater difficulty filling our customers' orders, either of which could adversely affect our business.

The footwear industry is subject to cyclical variations, consolidation, contraction and closings, as well as fashion trends, rapid changes in consumer preferences, the effects of weather, general economic conditions and other factors affecting demand and possibly impairing our brand image.consumer demand. In addition, sales to our wholesale customers are generally subject to rights of cancellation and rescheduling by the customer. These factors make it difficult to forecast consumer demand. If we overestimate demand for our products, we may be forced to liquidate excess inventories at discounted prices resulting in lower gross margins. Conversely, if we underestimate consumer demand, we could have inventory shortages which can result in lower sales, delays in shipments to customers, strains onexpedited shipping costs, and adversely affect our relationships with our customers and diminisheddiminish brand loyalty. A decline in demand for our products, or any failure on our part to satisfy increased demand for our products, could adversely affect our business and resultsfinancial results.

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Refining our footwear product line may be difficult and expensive. If we are unable to do so successfully, continue such expansion, our brand may be adversely affected and we may not be able to maintain or grow our current revenue and profit levels.

To successfully expandrefine our footwear product line, we must anticipate, understand, and react to the rapidly changing tastes of consumers and provide appealing merchandise in a timely manner. New footwear models that we introduce may not be successful with consumers or our brand may fall out of favor with consumers. If we are unable to anticipate, identify, or react appropriately to changes in consumer preferences, our revenues may decrease, our brand image may suffer, our operating performance may decline, and we may not be able to execute our growth plans.

In producing new footwear models, we may encounter difficulties that we did not anticipate during the product development stage. Our development schedules for new products are difficult to predict and are subject to change in response to consumer preferences and competing products. If we are not able to


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efficiently manufacture new products in quantities sufficient to support retail and wholesale distribution, we may not be able to recover our investment in the development of new styles and product lines and we would continue to be subject to the risks inherent to having a limited product line. Even if we develop and manufacture new footwear products that consumers find appealing, the ultimate success of a new style may depend on our pricing. We have a limited history of introducing new products in certain target markets; as such, we may set the prices of new styles too high for the market to bear or we may not provide the appropriate level of marketing in order to educate the market and potential consumers about our new products. Achieving market acceptance will require us to exert substantial product development and marketing efforts, which could result in a material increase in our selling, general and administrative expenses and there can be no assurance that we will have the resources necessary to undertake such efforts effectively or that such efforts will be successful. Failure to gain market acceptance for new products could impede our ability to maintain or grow current revenue levels, reduce profits, adversely affect the image of our brands, erode our competitive position and result in long-term harm to our business.

business and financial results.

Our quarterly revenues and operating results are subject to fluctuation as a result of a variety of factors, including seasonal variations, which could increase the volatility of the price of our common stock.

Sales of our products are subject to seasonal variations and are sensitive to weather conditions. As aA significant portion of our revenues are attributable to footwear styles that are more suitable for fair weather and are derived from sales in the northern hemisphere, wehemisphere. We typically experience our highest sales activity during the second and third quarters of the calendar year, when there is fairwarmer weather in the northern hemisphere. While we continue to create new footwear styles that are more suitable for cold weather, the effects of favorable or unfavorable weather on sales can be significant enough to affect our quarterly results which could adversely affect our common stock price. Quarterly results may also fluctuate as a result of other factors, including new style introductions, general economic conditions or changes in consumer preferences. Results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year and revenues for any particular period may fluctuate.year. This could lead to results outside of analyst and investor expectations, which could increase volatility of our stock price.

We depend heavily on third-party manufacturers located outside the U.S.

Third-party manufacturers located in China and Vietnam produced the majority of our footwear products in 20152016 and are expected to do so in 2016.2017. We depend on the ability of these manufacturers to finance the production of goods ordered, maintain adequate manufacturing capacity and meet our quality standards. We compete with other companies for the production capacity of our third-party manufacturers, and we do not exert direct control over the manufacturers' operations. As such, from time to time we have experienced at times, delays or inabilities to fulfill customer demand and orders, particularly in China.China and Vietnam. We cannot guarantee that any third-party manufacturer will have sufficient production capacity, meet our production deadlines or meet our quality standards.

In addition, we do not have supply contracts with many of these third-party manufacturers and any of them may unilaterally terminate their relationship with us at any time or seek to increase the prices they charge us. As a result, we are not assured of an uninterrupted supply of products of an acceptable quality and price from our third-party manufacturers. Foreign manufacturing is subject to additional risks, including transportation delays and interruptions, work stoppages, political instability, expropriation, nationalization, foreign currency fluctuations, changing economic conditions, changes in governmental policies and the imposition of tariffs, import and export controls, and other barriers. We may not be able to offset any interruption or decrease in supply of our products by increasing production in our internal manufacturing facilities due to capacity constraints, and we may not be able to substitute suitable alternative third-party manufacturers in a timely manner or at acceptable prices. Any disruption in the supply of products from our third-party manufacturers may harm our business and could result in a loss of sales and an increase in production costs, which would adversely affect our results of operations. In addition, manufacturing delays


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or unexpected demand for our products may require us to use faster, more expensive transportation methods, such as aircraft, which could adversely affect our profit margins. The cost of fuel is a significant component in transportation costs. Increases in the price of petroleum products can adversely affect our profitproduct margins.


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In addition, because a large portion of our footwear products isare manufactured in China and Vietnam,outside the U.S., the possibility of adverse changes in trade or political relations between the U.S. and theseother countries, political instability, in China, increases in labor costs, changes in international trade agreements and tariffs, or adverse weather conditions could significantly interfere with the production and shipment of our products, which would have a material adverse effect on our operations and financial results.

For example, the Trump Administration has suggested modifying existing trade agreements and/or imposing tariffs on foreign products. Changes in existing trade agreements, including the North American Free Trade Agreement ("NAFTA"), or the imposition of tariffs on our products could have a material adverse effect on our operations and financial results.

We manufacture a portion of our products which causes us to incur greater fixed costs. Any difficulties or disruptions in our manufacturing operations could adversely affect our sales and results of operations.

We produce a portion of our footwear products at our company-owned internal manufacturing facilities in Mexico and Italy. OwnershipThere are significant fixed costs associated with the ownership and operations of these facilities adds fixed costsand, as a result, efficient production of a sufficient volume of products is necessary to our cost structure which are not as easily scalable as variableenable recovery of these costs. In addition, the manufacture of our products from the Croslite material requires the use of a complex process and we may experience difficulty in producing footwear that meets our high quality control standards. We will be required to absorb the costs of manufacturing and disposingdisposal costs of products that do not meet our quality standards. Further, significant excess capacity at any of our manufacturing facilities as a result of increased efficiencies in our supply chain process or continued volume declines, could result in under-utilization of our facilities, which could lead to excess fixed overhead costs per unit and reduced product margins. Any increases in our manufacturing costs, lack of operating efficiency or product quality could adversely impact our profitproduct margins. Furthermore, our manufacturing capabilities are subject to many of the same risks and challenges faced by our third-party manufacturers, including our ability to scale our production capabilities to meet the needs of our customers. Our manufacturing may also be disrupted for reasons beyond our control, including work stoppages, fires, earthquakes, floods or other natural disasters. Any disruption to our manufacturing operations will hinder our ability to deliver products to our customers in a timely manner and could have a material and adverse effect on our business results of operations and cash flows.

financial results.

Our third-party manufacturing operations must comply with labor, trade and other laws; failure to do so may adversely affect us.

We require our third-party manufacturers to meet our quality control standards and footwear industry standards for working conditions and other matters, including compliance with applicable labor, environmental, and other laws; however, we do not control our third-party manufacturers or their respective labor practices. A failure by any of our third-party manufacturers to adhere to quality standards or labor, environmental and other laws could cause us to incur additional costs for our products, generate negative publicity, damage our reputation and the value of our brand, and discourage customers from buying our products. We also require our third-party manufacturers to meet certain product safety standards. A failure by any of our third-party manufacturers to adhere to such product safety standards could lead to a product recall which could result in critical media coverage and harm our business, brand and reputation and could cause us to incur additional costs.

In addition, if we or our third-party manufacturers violate U.S. or foreign trade laws or regulations, we may be subject to extra duties, significant monetary penalties, the seizure and the forfeiture of the products we are attempting to import, or the loss of our import privileges. Possible violations of U.S. or foreign laws or regulations could include inadequate record keeping of our imported products, misstatements or errors as to the origin, quota category, classification, marketing or valuation of our imported products, and fraudulent visas or labor violations. The effects of these factors could render our conduct of business in a particular country undesirable or impractical and have a negative impact on our operating results. We cannot predict whether additional U.S. or foreign customs quotas, duties, taxes or other charges, or if restrictions will be imposed upon the importation of foreign produced products in the future or what effect such actions could have on our business, financial condition, or results of operations.

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Our senior revolving credit facility agreement (the "Credit Agreement") contains financial covenants that require us to maintain certain financial metricsmeasures, ratios and ratios andincludes restrictive covenants that limit our flexibility.ability to take certain actions. A breach of thoserestrictive covenants may cause us to be in default under the facility, and our lenders could foreclose on our assets.

The credit agreement for our revolving credit facility

Our Credit Agreement requires us to maintain certain financial covenants. A failure to maintain current revenue levels or an inability to control costs or capital expenditures could negatively impact our ability to meet these financial covenants. If we breach any of these restrictive covenants, the lenders could either refuse to lend funds to us or and accelerate the repayment of any outstanding borrowings under the revolving credit facility.Credit Agreement. In February 2016, we obtained a waiver to remedy noncompliance with certain coverage ratios in December 2015 and amended our Credit Agreement with more favorable terms. We may not have sufficient assets to repay such indebtedness upon a default or receive a waiver of the default from the lender. If we are unable to repay the indebtedness, the lender could initiate a bankruptcy proceeding or collection proceedings with respect to our assets, all of which secure our indebtedness under the revolving credit facility.

Credit Agreement.


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The credit agreementCredit Agreement also contains certain restrictive covenants that limit and in some circumstances prohibit, our ability to, among other things incur additional debt, sell, lease or transfer our assets, pay dividends on our common stock, make capital expenditures and investments, guarantee debt or obligations, create liens, repurchase our common stock, enter into transactions with our affiliates and enter into certain merger, consolidation or other reorganizations transactions. These restrictions could limit our ability to obtain future financing, make acquisitions or needed capital expenditures, withstand the current or future downturns in our business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise, any of which could place us at a competitive disadvantage relative to our competitors.

Our financial success may be limited to the strength of our relationships with our wholesale and distribution customers and to the success of such wholesale customers.

our wholesalers and distributors.

Our financial success is related to the willingness of our current and prospective wholesale and distributors customers to carry our products. We do not have long termlong-term contracts with any of our wholesale customers. Salesand sales to our wholesale customerswholesalers and distributors are generally on an order-by-order basis and are subject to rights of cancellation and rescheduling by the customer.rescheduling. If we cannot fill our customers' orders in a timely manner, the sales of our products and our relationships with those customers may suffer. Alternatively, if our customerswholesalers or distributors experience diminished liquidity or other financial issues, we may experience a reduction in product orders, an increase in customer order cancellations and/or the need to extend customer payment terms which could lead to higherlarger outstanding balances, delays in collections of accounts receivable, balances, reduced cash flows, greater expenseincreased expenses associated with collection efforts, and increasedincreases in bad debt expense. Specifically,expenses and reduced cash flows if our collection efforts are unsuccessful. For example, we recorded a reserve for doubtful accountsan increase in bad debts expense of approximately $23.2 million in China for the year ended December 31,in 2015, primarily as a result of delayed payments and payment defaults from our partner storescertain distribution partners in China. Additional problems with our wholesaledistribution customers, including continued payment delays in the Asia Pacific segment or other segments, from regional wholesale partners may have a material adverse effect on our product sales, financial condition, results of operations and our ability to grow our product line.

We depend on a limited number of suppliers for key production materials, and any disruption in the supply of such materials could interrupt product manufacturing and increase product costs.

We depend on a limited number of sources for the primary materials used to make our footwear. We source the elastomer resins that constitute the primary raw materials used in compounding our Croslite products, which we use to produce our various footwear products, from multiple suppliers. If the suppliers we rely on for elastomer resins were to cease production of these materials, we may not be able to obtain suitable substitute materials in time to avoid interruption of our production cycle.schedules. We are also subject to market issues related to supply and demand for our raw materials. We may have to pay substantially higher prices in the future for the elastomer resins or any substitute materials we use, which would increase our production costs and could have a significantlyan adverse impact on our profit margins and results of operations.product margins. If we are unable to obtain suitable elastomer resins or if we are unable to procure sufficient


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quantities of the Croslite material, we may not be able to meet our production requirements in a timely manner or may need to modify our product characteristics, resultingwhich could result in less favorable market acceptance, which could result in lost potential sales, delays in shipments to customers, strained relationships with customers and diminished brand loyalty.

Failure to adequately protect our trademarks and other intellectual property rights and counterfeiting of our brands could divert sales, damage our brand image and adversely affect our business.

We utilize trademarks, trade names, copyrights, trade secrets, issued and pending patents and trade dress, and designs on nearly all of our products. We believe that having distinctive marks that are readily identifiable trademarks and intellectual property is important to our brand, our success and our competitive position. The laws of some countries, for example, China, do not protect intellectual property rights to the same extent as do U.S. laws. We frequently discover products that are counterfeit reproductions of our products or that otherwise infringe on our intellectual property rights. If we are unsuccessful in challenging another party's products on the basis of trademark or design or utility patent infringement, particularly in some foreign countries, or if we are required to change our name or use a different logo, or it is otherwise found that we infringe on others intellectual property rights, continued sales of such competing products by third parties could harm our brand andor we may be forced to cease selling certain products, which could adversely impact our business, financial condition, revenues, and results of operations by resulting in the shift of consumer preference away from our products. If our brands are associated with inferior counterfeit reproductions, the integrity and reputation of our brands could be adversely affected. Furthermore, our efforts to enforce our intellectual property rights are typically met with defenses and counterclaims attacking the validity and enforceability of our intellectual property rights. We may face significant expenses and liability in connection with the protection of our intellectual property, and if we are unable to successfully protect our rights or resolve intellectual property conflicts with others, our business or financial condition could be adversely affected.

We also rely on trade secrets, confidential information, and other unpatented proprietary rights and information related to, among other things, the Croslite material and product development, particularly where we do not believe patent protection is appropriate or obtainable. Using third-party manufacturers and compounding facilities may increase the risk of misappropriation of our trade secrets, confidential information and other unpatented proprietary information. The agreements we use in an effort to protect our

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intellectual property, confidential information, and other unpatented proprietary information may be ineffective or insufficient to prevent unauthorized use or disclosure of such trade secrets and information. A party to one of these agreements may breach the agreement and we may not have adequate remedies for such breach. As a result, our trade secrets, confidential information, and other unpatented proprietary rights and information may become known to others, including our competitors. Furthermore, our competitors or others may independently develop or discover such trade secrets and information, which would render them less valuable to us.

We have substantial cash requirements in the U.S.; however, However, a majority of our cash is generated and held outside of the U.S. The consequential risks of holdingmaintaining significant cash abroad could adversely affect our cash flows in the U.S. business and financial condition and results of operations.

results.

We have substantial cash requirements in the U.S., but the majority of our cash is generated and held abroad. We generally consider unremitted earnings of subsidiaries operating outside of the U.S. to be indefinitely reinvested and it is not our current intent to change this position. Cash held outside of the U.S. is primarily used for the ongoing operations of the business in the locations in which the cash is held. Most of the cash held outside of the U.S. could be repatriated to the U.S., but under current law, would be subject to U.S. federal and state income taxes, less applicable foreign tax credits. In some countries, repatriation of certain foreign balances is restricted by local laws and could have adverse tax consequences if we were to move the cash to another country. Certain countries, including China, may have monetary laws which may limit our ability to utilize cash resources in those countries for operations in other countries. These limitations may affect our ability to fully utilize our cash resources for needs in the U.S. or


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other countries and may adversely affect our liquidity. Since repatriation of such cash is subject to limitations and may be subject to significant taxation, we cannot be certain that we will be able to repatriate such cash on favorable terms or in a timely manner. If we incur operating losses on a continued basis and require cash that is held in international accounts for use in our U.S. operations, a failure to repatriate such cash in a timely and cost-effective manner could adversely affect our business and financial conditionresults. Further, U.S. legislative initiatives to reform U.S. tax law could have a material impact on our future tax rate and results of operations.

our repatriation plans.

We are subject to periodic litigation, which could result in unexpected expense of time and resources.

From time to time, we are called upon to defend ourselves against lawsuits relating to our business. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any such proceedings. We are currently involved in several, potentially adverse legal proceedings. For a detailed discussion of our current material legal proceedings, see Item 3. Legal Proceedings in Part I of this Form 10-K. An unfavorable outcome in any of these proceedings or any future legal proceedings could have an adverse impact on our business, and financial condition and results of operations.results. In addition, any significant litigation in the future, regardless of its merits, could divert management's attention from our operations and result in substantial legal fees. In the past, securities class action litigation has been brought against us. If our stock price is volatile, we may become involved in this type of litigation in the future. Any litigation could result in substantial costs and a diversion of management's attention and resources that are needed to successfully run our business.

We may fail to meet analyst expectations, which could cause the price of our stock to decline.

Our common stock is traded publicly and various securities analysts follow our financial results and frequently issue reports on us which include information about our historical financial results as well as their estimates of our future performance. These estimates are based on their own opinions and are often different from management's estimates or expectations of our business. If our operating results are below the estimates or expectations of public market analysts and investors, our stock price could decline.

Changes in tax laws and unanticipated tax liabilities and the results of tax audits or litigation could adversely affect our effective income tax rate and profitability.

We are subject to income taxes in the United States and numerous foreign jurisdictions. Our effective income tax rate in the future could be adversely affected by a number of factors, including changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, the outcome of income tax audits in various jurisdictions around the world and any repatriation of non-U.S. earnings for which we have not previously provided for U.S. taxes. We regularly assess all of these matters to determine the adequacy of our tax provision, which is subject to significant discretion and we could face significant adverse impact if our assumptions are incorrect and/or face significant cost to defend our practices from international and U.S. tax authorities. We are regularly subject to, and are currently undergoing, audits by tax authorities in the United States and foreign jurisdictions for prior tax years. Please refer to Item 3.Legal Proceedings in Part I of this Form 10-K as well as Note 17—15 — Commitments and Contingencies in the accompanying notes to the consolidated financial statements for additional details regarding current tax audits. Although we believe our tax estimates are reasonable and we intend to defend our positions through litigation if necessary, the final outcome of tax audits and related litigation is inherently uncertain and could be materially different than that reflected in our historical income tax provisions and accruals. Moreover, we could be

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subject to assessments of substantial additional taxes and/or fines or penalties relating to ongoing or future audits. The adverseunfavorable resolution of any audits or litigation could have an adverse effect on our financial position and results of operations. Future changes in domestic or international tax laws and regulations could also adversely affect our income tax liabilities. Recent developments, including the European Commission's investigations of local country tax authority rulings and whether those rulings comply with European


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Union rules on state aid, as well as the Organization for Economic Co-operation and Development's project on Base Erosion and Profit Shifting, may result in changes to long-standing tax principles. Any such changes could adversely affect our effective tax rate or result in higher cash tax liabilities.

Our financial results may be adversely affected if substantial investments in businesses and operations fail to produce expected returns.
From time to time, we may invest in business infrastructure, acquisitions of new businesses, and expansion of existing businesses, such as our retail operations, which require substantial cash investment and management attention. We believe cost effective investments are essential to business growth and profitability; however, significant investments are subject to risks and uncertainties inherent in acquiring or expanding a business. The failure of any significant investment to provide the returns or profitability we expect or the failure to integrate newly acquired businesses could have a material adverse effect on our financial results and divert management attention from more profitable business operations.
If our internal controls are ineffective, our operating results and market confidence in our reported financial information could be adversely affected.
Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls or if we experience difficulties in their implementation, our business and operating results and market confidence in our reported financial information could be harmed, we could incur significant costs to evaluate and remediate weaknesses, and we could fail to meet our financial reporting obligations.
As of December 31, 2015, we identified material weaknesses in our internal control over financial reporting, which led us to conclude that our internal control over financial reporting as of such date was not effective. The material weaknesses identified were related to controls over the period end closing procedures and inventory monitoring, which we believe have been remediated as of December 31, 2016 as further explained in Item 9A. Controls and Procedures in Part II of this Form 10-K.
The existence of a material weakness precludes management from concluding that our internal control over financial reporting is effective and precludes our independent auditors from issuing an unqualified opinion that our internal controls are effective. In addition, a material weakness could cause investors to lose confidence in our financial reporting and may negatively affect the price of our common stock. We also can make no assurances that we will be able to remediate any future internal control deficiencies timely and in a cost effective manner. Moreover, effective internal controls are necessary to produce reliable financial reports and to prevent fraud. If we are unable to satisfactorily remediate future deficiencies or if we discover other deficiencies in our internal control over financial reporting, such deficiencies may lead to misstatements in our financial statements or otherwise negatively impact our business, financial results and reputation.
Natural disasters could negatively impact our operating results and financial condition.
Natural disasters such as earthquakes, hurricanes, tsunamis or other adverse weather and climate conditions, whether occurring in the U.S. or abroad, and the consequences and effects thereof, including damage to our supply chain, manufacturing or distribution centers, retail locations, energy shortages, and public health issues, could disrupt our operations or the operations of our vendors other suppliers, or customers, or result in economic instability that may negatively impact our operating results and financial condition. Additionally, certain catastrophes are not covered by our general insurance policies, which could result in significant unrecoverable losses.
Our restated certificate of incorporation, amended and restated bylaws and Delaware law contain provisions that could discourage a third party from acquiring us and consequently decrease the market value of an investment in our stock.
Our restated certificate of incorporation, amended and restated bylaws, and Delaware corporate law each contain provisions that could delay, defer, or prevent a change in control of us or changes in our management. These provisions could discourage proxy contests and make it more difficult for our stockholders to elect directors and take other corporate actions, which may prevent a change of control or changes in our management that a stockholder might consider favorable. In addition, Section 203 of the Delaware General Corporation Law may discourage, delay, or prevent a change in control of us. Any delay or prevention of a change of control or change in management that stockholders might otherwise consider to be favorable could cause the market price of our common stock to decline.

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Risks Specific to Our Capital Stock
The issuance of 200,000 shares of our Series A Convertible Preferred Stock ("Series A") to Blackstone Capital Partners VI L.P. ("Blackstone") in 2014 and certain of its permitted transferees reduces the relative voting power of holders of our common stock, may dilute the ownership of such holders, and may adversely affect the market price of our common stock.
On January 27, 2014, we issued 200,000 shares of Series A Preferred Stock to Blackstone and certain of its permitted transferees (collectively, the "Blackstone Purchasers") pursuant to an Investment Agreement between us and Blackstone, dated December 28, 2013 (as amended, the "Investment Agreement"). The Blackstone Purchasers currently own all of the outstanding shares of Series A Preferred Stock, and based on the number of shares of our common stock outstanding as of December 31, 2016, the Blackstone Purchasers collectively own Series A Preferred Stock convertible into approximately 15.8% of our common stock. As holders of our Series A Preferred Stock are entitled to vote, on an as-converted basis, together with holders of our common stock as a single class on all matters submitted to a vote of our common stockholders, the issuance of the Series A Preferred Stock to the Blackstone Purchasers has effectively reduced the relative voting power of the holders of our common stock.
In addition, conversion of the Series A Preferred Stock to common stock will dilute the ownership interest of existing holders of our common stock, and any sales in the public market of the common stock issuable upon conversion of the Series A Preferred Stock could adversely affect prevailing market prices of our common stock. We have granted the Blackstone Purchasers registration rights in respect of the shares of Series A Preferred Stock and any shares of common stock issued upon conversion of the Series A Preferred Stock. These registration rights would facilitate the resale of such securities into the public market, and any such resale would increase the number of shares of our common stock available for public trading. Sales by the Blackstone Purchasers of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock.
We are required to pay regular dividends on the Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock") issued to Blackstone Capital Partners VI L.P. ("Blackstone") in 2014, which ranks senior to our common stock, and we may be required under certain circumstances to repurchase the outstanding shares of Series A Preferred Stock; such obligations could adversely affect our liquidity and financial condition.

The Series A Preferred Stock ranks senior to our common stock with respect to dividend rights, and holders of Series A Preferred Stock are entitled to quarterly cumulative cash dividends payable quarterly in cash at a rate of 6% per annum of the stated value of $1,000 per share. These regular cash dividends on our Series A Preferred Stock are payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year. If we fail to make timely dividend payments, the dividend rate will increase to 8% per annum until such time as all accrued but unpaid dividends have been paid in full. In addition, the holders of our Series A Preferred Stock have certain redemption rights, including upon certain change in control events involving us, which, if exercised, could require us to repurchase all of the outstanding shares of Series A Preferred Stock at 100% or more of the stated value of the shares, plus all accrued but unpaid dividends. Our obligations to pay regular dividends to the holders of our Series A Preferred Stock or any required repurchase of the outstanding shares of Series A Preferred Stock could impact our liquidity and reduce the amount of cash flows available for working capital, capital expenditures, growth opportunities, acquisitions, and other general corporate purposes. Our obligations to the holders of Series A Preferred Stock could also limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition.

Our financial results may be adversely affected if substantial investments in businesses and operations fail to produce expected returns.

From time to time, we may invest in business infrastructure, acquisitions of new businesses, and expansion of existing businesses, such as our retail operations, which require substantial cash investment and management attention. We believe cost effective investments are essential to business growth and profitability; however, significant investments are subject to typical risks and uncertainties inherent in acquiring or expanding a business. The failure of any significant investment to provide the returns or profitability we expect or the failure to integrate newly acquired businesses could have a material adverse effect on our financial results and divert management attention from more profitable business operations.

If our internal controls are ineffective, our operating results and market confidence in our reported financial information could be adversely affected.

Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls or if we experience difficulties in their implementation, our business and operating results and market confidence in our reported financial information could be harmed and we could fail to meet our financial reporting obligations.

As of December 31, 2015, we identified material weaknesses in our internal control over financial reporting, which led us to conclude that our internal control over financial reporting as of such date was not effective. The material weaknesses identified related to controls over the period end closing procedures and inventory monitoring. These material weaknesses are more fully explained below in Part II Item 9A of this Form 10-K.

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The existence of such material weaknesses preclude management from concluding that our internal control over financial reporting is effective and precludes our independent auditors from issuing an unqualified opinion that our internal controls are effective. In addition, these material weaknesses could cause investors to lose confidence in our financial reporting and may negatively affect the price of our common stock. We also can make no assurances that we will be able to timely and cost effectively remediate these internal control deficiencies. Moreover, effective internal controls are necessary to produce reliable financial reports and to prevent fraud. If we are unable to satisfactorily remediate these deficiencies or if we discover other deficiencies in our internal control over financial reporting, such deficiencies may lead to misstatements in our financial statements or otherwise negatively impact our financial statements, business, results of operations, and reputation.

Natural disasters could negatively impact our operating results and financial condition.

Natural disasters such as earthquakes, hurricanes, tsunamis or other adverse weather and climate conditions, whether occurring in the U.S. or abroad, and the consequences and effects thereof, including damage to our supply chain, manufacturing or distribution centers, energy shortages, and public health issues, could disrupt our operations or the operations of our vendors and other suppliers, or result in economic instability that may negatively impact our operating results and financial condition.

The issuance of 200,000 shares of our Series A Preferred Stock to Blackstone in 2014 and certain of its permitted transferees reduces the relative voting power of holders of our common stock, may dilute the ownership of such holders, and may adversely affect the market price of our common stock.

On January 27, 2014, we issued 200,000 shares of Series A Preferred Stock to Blackstone and certain of its permitted transferees (collectively, the "Blackstone Purchasers") pursuant to an Investment Agreement between us and Blackstone, dated December 28, 2013 (as amended, the "Investment Agreement"). The Blackstone Purchasers currently own all of the outstanding shares of Series A Preferred Stock, and based on the number of shares of our common stock outstanding as of December 31, 2015, the Blackstone Purchasers collectively own Series A Preferred Stock convertible into approximately 15.9% of our common stock. As holders of our Series A Preferred Stock are entitled to vote, on an as-converted basis, together with holders of our common stock as a single class on all matters submitted to a vote of our common stock holders, the issuance of the Series A Preferred Stock to the Blackstone Purchasers has effectively reduced the relative voting power of the holders of our common stock.

In addition, conversion of the Series A Preferred Stock to common stock will dilute the ownership interest of existing holders of our common stock, and any sales in the public market of the common stock issuable upon conversion of the Series A Preferred Stock could adversely affect prevailing market prices of our common stock. We have granted the Blackstone Purchasers registration rights in respect of the shares of Series A Preferred Stock and any shares of common stock issued upon conversion of the Series A Preferred Stock. These registration rights would facilitate the resale of such securities into the public market, and any such resale would increase the number of shares of our common stock available for public trading. Sales by the Blackstone Purchasers of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock.

Blackstone may exercise significant influence over us, including through its ability to elect up to two members of our Board of Directors.

As of December 31, 2015,2016, the shares of Series A Preferred Stock owned by the Blackstone Purchasers represent approximately 15.9%15.8% of the voting rights of our common stock, on an as-converted basis, so the Blackstone Purchasers will have the ability to significantly influence the outcome of any matter submitted for the vote of our stockholders. In addition, the Certificate of Designations of the Series A Preferred Stock grants certain consent rights to the holders of Series A Preferred Stock in respect of certain actions


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by the Company, including the issuance ofpari passu or senior equity securities of the Company, certain amendments to our certificate of incorporation or bylaws, any increase in the size of our Board of Directors (the "Board") above eight members, the payment of certain distributions to our stockholders, and the incurrenceorigination or refinancing of a certain level of indebtedness. The Blackstone Purchasers may have interests that diverge from, or even conflict with, those of our other stockholders. For example, Blackstone and its affiliates may have an interest in directly or indirectly pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their other equity investments, even though such transactions might involve risks to us. Blackstone and its affiliates are in the business of making or advising on investments in companies, including businesses that may directly or indirectly compete with certain portions of our business. They may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

In addition, the Investment Agreement grants Blackstone certain rights to designate directors to serve on our Board. For so long as the Blackstone purchasersPurchasers (i) beneficially own at least 95% of the Series A Preferred Stock or the as-converted common stock purchased pursuant to the Investment Agreement or (ii) maintain beneficial ownership of at least 12.5% of our outstanding common stock (the "Two-Director Threshold"), Blackstone will have the right to designate for nomination two directors to our Board. For

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so long as the Blackstone purchasersPurchasers beneficially own shares of Series A Preferred Stock or the as-converted common stock purchased pursuant to the Investment Agreement that represent less than the Two-Director Threshold but more than 25% of the number of shares of the as-converted common stock purchased pursuant to the Investment Agreement, Blackstone will have the right to designate for nomination one director to our Board. The directors designated by Blackstone are entitled to serve on Board committees, subject to applicable law and stock exchange rules.

Our restated certificate



20

Table of incorporation, amended and restated bylaws and Delaware law contain provisions that could discourage a third party from acquiring us and consequently decrease the market value of an investment in our stock.

Our restated certificate of incorporation, amended and restated bylaws, and Delaware corporate law each contain provisions that could delay, defer, or prevent a change in control of us or changes in our management. These provisions could discourage proxy contests and make it more difficult for our stockholders to elect directors and take other corporate actions, which may prevent a change of control or changes in our management that a stockholder might consider favorable. In addition, Section 203 of the Delaware General Corporation Law may discourage, delay, or prevent a change in control of us. Any delay or prevention of a change of control or change in management that stockholders might otherwise consider to be favorable could cause the market price of our common stock to decline.

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ITEM 1B.    Unresolved Staff Comments

None.

ITEM 2.    Properties

Our principal executive and administrative offices are located at 7477 East Dry Creek Parkway, Niwot, Colorado 80503. We lease rather than own, all of our domestic and international facilities. We currently enter into short-term and long-term leases for kiosk, manufacturing, office, outlet, retail, and warehouse space. The terms of our leases include fixed monthly rents and/or contingent rents based on percentage of


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revenues for certain of our retail locations, and expire at various dates through the year 2033. The general location, use and approximate size of our principal properties, and the reportable operating segment are given below.

(1)
LocationReportable Operating Segment(s)
that Segment
Use this PropertyUseApproximate
Square Feet
Expiration

Ontario, California

 Americas Warehouse 339,000399,000

Leon, Mexico


 Americas, Asia Pacific, EuropeManufacturing/warehouse/offices392,000Mar 2019

Shenzen, China

 Asia Pacific Warehouse/offices 266,000263,000
 Jun 2017

Rotterdam, the Netherlands

 Europe Warehouse 174,000174,000
 Dec 2021

Leon, Mexico

Americas, Other BusinessesManufacturing/warehouse/offices166,000
Mar 2019
Narita, JapanAsia PacificWarehouse156,000
Apr 2019
Niwot, Colorado

 Americas Corporate headquarters and regional offices 98,000158,000

Narita, Japan(1)


 Asia PacificWarehouse156,000Jun 2021

Padova, Italy

 Americas, Asia Pacific, EuropeOther Businesses Manufacturing/warehouse/offices 45,00045,000
 Sep 2018

Hoofddorf, the Netherlands

EuropeRegional offices31,000
May 2020
Singapore

 Asia Pacific Regional offices 17,00037,000

Hoofddorf, the Netherlands


 EuropeRegional offices31,000Dec 2018

Bhiwandi, India

AsiaWarehouse29,000

Gordon's Bay, South Africa

Asia PacificWarehouse/offices28,000

Boston,Westwood, Massachusetts

 Americas Global Commercial Center 16,00016,000
 Sep 2021

Tokyo, Japan

 Asia Pacific Regional offices 14,00014,000
 Oct 2018

Shanghai, China

 Asia Pacific Regional offices 13,00013,000
 Jul 2018
Bhiwandi, IndiaAsia PacificWarehouse11,000
Oct 2017
Moscow, Russia (2)
EuropeWarehouse/offices11,000
Dec 2016

(1) Expiration of the initial or existing lease term, excluding optional renewals.
(1)
The warehouse facilities in this location are fully or partially subleased.
(2) On month-to-month renewal after December 2016.

In addition to the principal properties listed above, we maintain small branch sales offices in the United States, Canada, South America, Taiwan, Hong Kong, Australia, Korea, China, the United Arab Emirates, India and Europe. We also lease more than 550 retail, outlet and kiosk/store in store locations worldwide. See Item 11. Business of this Form 10-K for further discussion regarding global company-operated stores.


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ITEM 3.    Legal Proceedings

We are

The Company is currently subject to an audit by U.S. Customs & Border Protection ("CBP"(“CBP”) in respect of the period from 2006 to 2010. In October 2013, CBP issued the final audit report. In that report CBP projects that unpaid duties totaling approximately $12.4 million are due for the period under review and recommends collection of the duties due. WeThe Company responded that these projections are erroneous and provided arguments that demonstrate the amount due in connection with this matter is considerably less than the projection. Additionally, on December 12, 2014, we made an offer to settle CBP'sCBP’s potential claims and tenderedpaid $3.5 million. In 2016, after discussions with CBP's local counsel, we increased our settlement offer to $7.0 million and paid an additional $3.5 million in the quarterly period ended December 31, 2016. The revised offer is subject to formal acceptance by the CBP. At this time, it is not possible to determine how long itthis process will take CBP to evaluate our offer or to predict whether our offer willa negotiated settlement can be accepted.reached. Likewise, if a settlement cannot be reached, it is not possible to predict with any certainty whether CBP will seek to assert a claim for penalties in addition to any unpaid duties, but such an assertion is a possibility.


We are currently subject to an audit by the Brazilian Federal Tax Authorities related to imports of footwear from China between 2010 and 2014. On January 13, 2015, we were notified about the issuance of assessments totaling approximately $3.7$4.5 million for the period January 2010 through May 2011. We haveThe Company has disputed these assessments and asserted defenses to the claims. On February 25, 2015, we received additional assessments totaling approximately $8.4$10.2 million related to the remainder of the audit period. We have also disputed these assessments and asserted defenses and filed an appealappeals to these claims. On May 11, 2016, we were notified of a decision rejecting the defense filed against the first assessment covering the period of January 2010 through May 2011. We filed an appeal against that decision on June 8, 2016. It is anticipated that this matter will take up to severaltwo or more years to be resolved. It is not possible at this time to predict the outcome of this matter.

On August 8, 2014,


For all other claims and other disputes, where we are able to estimate possible losses or a purported class action lawsuit was filed in California State Court against a Crocs subsidiary, Crocs Retail, LLC (Zaydenberg v. Crocs Retail, LLC, Case No. BC554214). The lawsuit alleged various employment law violationsrange of possible losses, we estimate that as of December 31, 2016, it is reasonably possible that losses associated with these claims and other disputes could potentially exceed amounts accrued by us by up to $0.4 million.

In the aggregate, the Company has accrued $7.4 million associated with our estimated obligations related to overtime, meal and break periods, minimum wage, timely payment of wages, wage statements, payroll records and business expenses. We filed an answer on February 6, 2015, denying the allegations and asserting several defenses. On June 3, 2015, a second purported class action lawsuit was filed in California State Court against Crocs Retail, LLC (Christopher S. Duree and Richard Morely v. Crocs, Inc., Case No. BC583875), making substantially the same allegations


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aslegal claims, which is reported in the Zaydenberg lawsuit. The parties attended a mediation on June 26, 2015,consolidated balance sheet in 'Accrued expenses and reached a settlement for $1.5 million, which will releaseother liabilities'.


Although the claims in both lawsuits. On September 4, 2015, the California State Court granted preliminary approval of the settlement and set the final approval hearing for December 14, 2015. At the final approval hearing, the California State Court entered its final order approving the settlement and final judgement. We consider this matter closed.

Although we areCompany is subject to other litigation from time to time in the ordinary course of business, including employment, intellectual property and product liability claims, we arethe Company is not party to any other pending legal proceedings that we believe would reasonably have a material adverse impact on itsour business and financial position, resultsresults.


22

Table of operations or cash flows.

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ITEM 4.    Mine Safety Disclosures

None.

Not applicable.

23

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PART II

ITEM 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock par value $0.001, is listed on the NASDAQ Global Select Market and trades under the stock symbol "CROX". The following table shows the high and low sales prices of our common stock for the periods indicated.

Fiscal Year 2015—Three Months Ended
 High Low 

March 31, 2015

 $12.78 $10.25 

June 30, 2015

 $16.05 $11.55 

September 30, 2015

 $15.86 $12.52 

December 31, 2015

 $12.30 $9.26 
2016 High Low
First quarter $10.16
 $8.09
Second quarter 11.50
 7.63
Third quarter 12.54
 8.02
Fourth quarter 8.99
 6.70


Fiscal Year 2014—Three Months Ended
 High Low 

March 31, 2014

 $16.88 $14.41 

June 30, 2014

 $15.78 $14.15 

September 30, 2014

 $16.83 $12.25 

December 31, 2014

 $13.47 $11.33 
2015 High Low
First quarter $12.78
 $10.25
Second quarter 16.05
 11.55
Third quarter 15.86
 12.52
Fourth quarter 12.30
 9.26

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Performance Graph

The following performance graph illustrates a five-year comparison of cumulative total return of our common stock, the NASDAQ Composite Index and the Dow Jones U.S. Footwear Index from December 31, 20102011 through December 31, 2015.2016. The graph assumes an investment of $100$100.00 on December 31, 20102011 and assumes the reinvestment of all dividends and other distributions.



24


ComparisonTable of Cumulative Total Return on InvestmentContents




 12/31/2011 12/31/2012 12/31/2013 12/31/2014 12/31/2015 12/31/2012 12/31/2013 12/31/2014 12/31/2015 12/31/2016

Crocs, Inc.

 $86.27 $84.05 $92.99 $72.96 $59.81 $97.43
 $107.79
 $84.56
 $69.33
 $46.45

Dow Jones US Footwear Index

 $111.21 $116.53 $178.83 $208.06 $254.36 
Dow Jones U.S. Footwear Index104.78
 160.80
 187.09
 228.72
 190.92

Nasdaq Composite Index

 $98.2 $113.82 $157.44 $178.53 $188.75 115.91
 160.32
 181.80
 192.21
 206.63


The Dow Jones U.S. Footwear Index is a sector index and includes companies in the major line of business in which we compete. This index does not encompass all of our competitors or all of our product categories and lines of business. The Dow Jones U.S. Footwear Index consists of Crocs, Inc., NIKE, Inc., Deckers Outdoor Corp.Corporation., Iconix Brand Group, Inc., Skechers U.S.A., Inc., Steven Madden Ltd. and Wolverine World Wide, Inc., among other companies. As Crocs, Inc. is part of the Dow Jones U.S. Footwear Index, the price and returns of our stock have an effect on this index. The Nasdaq Composite Index is a market capitalization-weighted index and consists of more than 3,000 common equities, including Crocs, Inc. The stock performance shown on the performance graph above is not necessarily indicative of future performance. We do not make or endorse any predictions as to future stock performance.

Holders

The approximate number of stockholders of record of our common stock was 9084 as of February 22, 2016.

2017.

Dividends

We have never declared or paid cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. Our financing arrangements contain certain restrictions on our ability to pay cash dividends on our common stock. In addition, the Certificate of Designations governing the Series A Convertible Preferred Stock that we issued in January 2014 restricts


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us from declaring and paying certain dividends on our common stock if we fail to pay all accumulated and unpaid regular dividends and/or declared and unpaid participating dividends to which the preferred holders are entitled. Any future determination to declare cash dividends on our common stock will be made at the discretion of our Board, of Directors (the "Board"), subject to compliance with covenants under any then-existing financing agreements and the terms of the Certificate of Designations.

Purchases of Equity Securities by the Issuer

Period
 Total
Number of
Shares
(or Units)
Purchased
 Average
Price Paid
per Share
(or Unit)
 Total Number of
Shares (or Units)
Purchased as
Part of Publicly
Announced Plans
or Programs(1)
 Approximate Dollar
Value of Shares or Units
That May Yet Be
Purchased Under the
Plans or Programs
(in thousands)
 

October 1, 2015 to October 31, 2015

   $   $128,647 

November 1, 2015 to November 30, 2015

   $   $128,647 

December 1, 2015 to December 31, 2015

  917,971 $10.86  917,971 $118,676 

Total

  917,971 $10.86  917,971 $118,676 

(1)
On December 26, 2013, our boardBoard approved the repurchase of up to $350.0$350 million of our common stock, which was announced on December 30, 2013. This authorization replacedWe did not purchase any shares of our previouscommon stock repurchase authorizations. Duringduring the threetwelve months ended December 31, 2015, we repurchased approximately 918 thousand shares at a weighted average price of $10.86 per share for an aggregate price of approximately $10.0 million excluding related commission charges, under our publicly-announced repurchase plan.2016. As of December 31, 2015,2016, authorization to repurchase up to approximately $118.7 million of our shares remained available for repurchase under our share repurchase authorization.available. The number, price, structure and timing of the repurchases, if any, willmay be made at our sole discretion, and futuresubject to limitations in our Credit Agreement. We may transact repurchases will be evaluated by us depending on market conditions, liquidity needs and other factors. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorization does not expire and we have an expiration date and does not oblige usno obligation to acquirerepurchase any particular amount of ouradditional common stock.shares. The Board of Directors may suspend, modify, or terminate the repurchase programauthorization at any time without prior notice.

25




ITEM 6.    Selected Financial Data

The following table presents selected historical financial data for each of our last five fiscal years. The information in this table should be read in conjunction with theour consolidated financial statements and accompanying notes presented in Item 8. Financial Statements and with Supplementary Data, and Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations included in Item 7Part II of this Form 10-K.

 
 Year Ended December 31, 
 
 2015 2014 2013 2012 2011 
 
 (in thousands, except per share data)
 

Revenues

 $1,090,630 $1,198,223 $1,192,680 $1,123,301 $1,000,903 

Cost of sales

  579,825  603,893  569,482  515,324  464,493 

Restructuring charges

    3,985       

Gross profit

  510,805  590,345  623,198  607,977  536,410 

Gross margin %

  46.8% 49.3% 52.3% 54.1% 53.6%

Selling, general and administrative expenses

  559,095  565,712  549,154  460,393  404,803 

Selling, general and administrative expenses as a % of revenue

  51.3% 47.2% 46.0% 41.0% 40.4%

Restructuring charges

  8,728  20,532       

Asset impairment charges

  15,306  8,827  10,949  1,410  528 

Income (loss) from operations

 $(72,324)$(4,726)$63,095 $146,174 $131,079 

Income (loss) before income taxes

 $(74,744)$(8,549)$59,959 $145,548 $136,690 

Income tax benefit (expense)

  (8,452) 3,623  (49,539) (14,205) (23,902)

Net income (loss)

 $(83,196)$(4,926)$10,420 $131,343 $112,788 

Dividends on Series A convertible preferred stock:

  (11,833) (11,301)      

Dividend equivalents on Series A convertible preferred shares related to redemption value accretion and beneficial conversion feature

  (2,978) (2,735)      

Net income (loss) attributable to common stockholders

 $(98,007)$(18,962)$10,420 $131,343 $112,788 

Basic

 $(1.30)$(0.22)$0.12 $1.46 $1.27 
���

Diluted

 $(1.30)$(0.22)$0.12 $1.44 $1.24 

Weighted average common shares

                

Basic

  75,604  85,140  87,989  89,571  88,318 

Diluted

  75,604  85,140  89,089  90,588  89,981 

Cash provided by (used in) operating activities

 $9,698 $(11,651)$83,464 $128,356 $142,376 

Cash used in investing activities

 $(18,627)$(57,992)$(69,758)$(65,943)$(41,664)

Cash provided by (used in) financing activities

 $(101,260)$23,431 $(1,161)$(16,625)$8,917 
 Year Ended December 31,
 2016 2015 2014 2013 2012
 (in thousands, except per share data)
Revenues$1,036,273
 $1,090,630
 $1,198,223
 $1,192,680
 $1,123,301
Cost of sales536,109
 579,825
 603,893
 569,482
 515,324
Restructuring charges
 
 3,985
 
 
Gross profit500,164
 510,805
 590,345
 623,198
 607,977
Gross margin %48.3% 46.8% 49.3% 52.3% 54.1%
Selling, general and administrative expenses503,174
 559,095
 565,712
 549,154
 460,393
Selling, general and administrative expenses as a % of revenues48.6% 51.3% 47.2% 46.0% 41.0%
Restructuring charges
 8,728
 20,532
 
 
Asset impairments (1)
3,144
 15,306
 8,827
 10,949
 1,410
Income (loss) from operations(6,154) (72,324) (4,726) 63,095
 146,174
Income (loss) before income taxes(7,213) (74,744) (8,549) 59,959
 145,548
Income tax (expense) benefit(9,281) (8,452) 3,623
 (49,539) (14,205)
Net income (loss)(16,494) (83,196) (4,926) 10,420
 131,343
Dividends on Series A convertible preferred stock(12,000) (11,833) (11,301) 
 
Dividend equivalents on Series A convertible preferred shares related to redemption value accretion and beneficial conversion feature(3,244) (2,978) (2,735) 
 
Net income (loss) attributable to common stockholders$(31,738) $(98,007) $(18,962) $10,420
 $131,343
Net income (loss) per share         
Basic income (loss) per share$(0.43) $(1.30) $(0.22) $0.12
 $1.46
Diluted income (loss) per share$(0.43) $(1.30) $(0.22) $0.12
 $1.44
Weighted average common shares 
  
  
  
  
Basic shares73,371
 75,604
 85,140
 87,989
 89,571
Diluted shares73,371
 75,604
 85,140
 89,089
 90,588
Cash provided by (used in) operating activities$39,754
 $9,698
 $(11,651) $83,464
 $128,356
Cash used in investing activities18,657
 (18,627) (57,992) (69,758) (65,943)
Cash provided by (used in) financing activities (2)
(16,443) (101,260) 23,431
 (1,161) (16,625)
(1) Asset impairments consist primarily of long-lived assets of closed retail locations in all years, and $0.4 million of goodwill in 2016.
(2) Cash used in financing activities includes approximately $85.9 million and $145.9 million including commissions used to repurchase the Company's common shares during 2015 and 2014, respectively.

26





 As of December 31, As of December 31,

 2015 2014 2013 2012 2011 2016 2015 2014 2013 2012

 (in thousands)
 (in thousands)

Cash and cash equivalents

 $143,341 $267,512 $317,144 $294,348 $257,587 $147,565
 $143,341
 $267,512
 $317,144
 $294,348

Inventories

 $168,192 $171,012 $162,341 $164,804 $129,627 147,029
 168,192
 171,012
 162,341
 164,804

Working capital

 $278,852 $441,523 $453,149 $455,177 $370,040 276,335
 278,852
 441,523
 453,149
 455,177

Total assets

 $608,020 $806,931 $875,159 $829,638 $695,453 566,390
 608,020
 806,931
 875,159
 829,638

Long term liabilities

 $19,294 $27,849 $63,487 $54,300 $48,370 
Long-term liabilities17,966
 19,294
 27,849
 63,487
 54,300

Total stockholders' equity

 $245,972 $452,518 $624,744 $617,400 $491,780 220,383
 245,972
 452,518
 624,744
 617,400


27





ITEM 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

We

Crocs, Inc. and its consolidated subsidiaries (collectively, the “Company,” “Crocs,” “we,” “our,” or “us”) are a designer, developer, manufacturer,engaged in the design, development, manufacturing, worldwide marketer,marketing, distribution and distributorsale of casual lifestyle footwear and accessories for men, women, and children. We strive to be the global leader in the sale of molded footwear featuring fun, comfort, color, and functionality. Our products include footwear and accessories that utilize our proprietary closed-cell resin, called Croslite, as well as casual lifestyle footwear that use a range of materials. Our Croslite material enables us to produce innovative, lightweight, non-marking, and odor-resistant footwear. We currently sell our products in more than 65 countries through domestic and international retailers and distributors, and directly to end-user consumers through our company-operated retail stores, outlets, webstores, and kiosks.

Since the initial introduction of our popular Beach and Crocs Classic designs, we have expanded our classic products to include a variety of new styles. Going forward, we are focusing on our core molded footwear heritage, as well as developing innovative new casual lifestyle footwear. By streamlining the product portfolio and reducing non-core product development, we believe that we can realize our strategy of generating a more powerful consumer connection to our brand and products.

The broad appeal of our footwear has allowed us to market our products tothrough a wide range of distribution channels, our own Crocs single-branded stores including both full price and outlet stores, our own e-commerce sites, traditional multi-branded stores including family footwear stores, department stores, sporting goods stores and traditional footwear retailers, as well as a variety of specialty and independent retail channels, and viathird-party e-commerce sites. In select markets we also sell to distributors that are typically granted the internet. We intendrights to distribute our products in a given geographical area.


Known or Anticipated Trends

Based on our recent operating results and current perspectives on our operating environment, we anticipate certain trends to impact our operating results:

Softening of the global economy and a cautious retail environment may continue to drive cohesive global brand positioningnegatively affect customer purchasing trends.

Foreign exchange rates may continue to unfavorably impact revenues from regionour foreign operations for the foreseeable future.

Consumers spending preferences continue to regionshift toward e-commerce and year to year to create a cleareraway from brick and more consistent product portfolio and message. We attempt to implement this strategy through developing powerful product stories supportedmortar stores. This has resulted in continued sales growth in our e-commerce channel, which has been largely offset by effective and consistent global marketing campaigns.

declining foot traffic in our retail locations.

Use of Non-GAAP Financial Measures


In addition to financial measures presented on the basis of accounting principles generally accepted in the United States of America ("(“U.S. GAAP"GAAP”), we present current period "adjusted“non-GAAP selling, general, and administrative expenses"expenses”, which is a non-GAAP financial measure, within this Management's Discussion and Analysis.Analysis of Financial Condition and Results of Operation (“MD&A”). Adjusted results exclude the impact of items that management believes affect the comparability or underlying business trends in our consolidated financial statements in the periods presented.

We also present certain information related to our current period results of operations in this Item 7MD&A through "constant currency"“constant currency”, which is a non-GAAP financial measure and should be viewed as a supplement to our results of operations and presentation of reportable operating segments under U.S. GAAP. Constant currency represents current period results that have been restatedrecast using prior year average foreign exchange rates for the comparative period to enhance the visibility of the underlying business trends excluding the impact of foreign currency exchange rate fluctuations.

Management uses adjusted results to assist in comparing business trends from period to period on a consistent non-GAAP basis in communications with the Board, stockholders, analysts, and investors concerning our financial performance. We believe that these non-GAAP measures are useful to investors and other users of our consolidated financial statements as an additional tool to evaluate operating performance. We believe they also provide a useful baseline for analyzing trends in our operations. Investors should not consider these non-GAAP measures in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. Please refer to our 'Results‘Results of Operations'Operations’ within this section for a reconciliation of adjusted selling, general and administrative expenses to U.S. GAAP selling, general and administrative expenses.


Table of Contents

20152016 Financial Highlights

During the year ended December 31, 2015,2016, we experienced a revenue declinedecrease in our revenues of 9.0%5.0% compared to the year ended December 31, 2014 primarily2015. The decrease in 2016 revenues as compared to 2015 revenues was due toto: (i) lower sales volumes, including store closures, which reduced revenues by $46.3 million, or 4.2%; (ii) lower average selling prices which decreased revenues by $4.7 million, or 0.5%; and (iii) unfavorable changes in exchange rates driven by a stronger U.S. Dollar which reduced revenuerevenues by $85.3$3.4 million or 7.1%0.3%. Sales volume increased revenue by $37.8 million, or 3.1%, which was offset by a $34.4 million, or 2.9%, decrease associated with store closures, and a $25.7 million, or 2.1%, decrease in lower average sales price.

The following are significant developments in our businessesbusiness during the year ended December 31, 2015:

2016:

28




We sold 57.856.1 million pairs of shoes worldwide, an increasea decrease of 3.7%4.2% from 58.6 million compared to 2014.

2015.
Gross profit decreased $79.5$10.6 million, or 13.5%2.1%, to $510.8 million and$500.2 million. However, our gross marginprofit percentage decreased 243increased 150 basis points to 46.8%48.3% compared to 2014. The revenue from higher unit sales during46.8% in 2015, was offsetin spite of unfavorable exchange rates which reduced our gross profit by a lower price per unit and higher cost per unit compared to prior year. The impact of foreign currency on gross margin was $41.7$2.2 million, or 7.1%, and the impact of store closures was $34.4 million, or 2.9%1.5%.

Selling, general and administrative ("SG&A") expenses decreased $6.6$55.9 million, or 1.2%10.0%, to $559.1$503.2 million compared to the same period in 2014.2015. This change was primarily driven by increased marketingdecreased sales, building and bad debt expense, as well as the impact of foreign exchange currency loss, which was more than offset by decreases in professional services, wages and salaries and building expenses.

expense.
We incurred $8.7 million in restructuring charges as a result of our strategic plans for long-term improvement and growth of the business. These charges primarily related to severance costs and contract termination costs principally associated with the early termination of operating leases.

We incurred $15.3$3.1 million in asset impairment chargesimpairments during 2015. Of this amount, $5.7 million related to an impairment of our South Africa asset group, currently, held for sale, and $9.62016, which included $2.7 million related to certain underperforming retail locations in our Americas, Europe, and Asia Pacific segments, that were unlikely to generate sufficient cash flows to fully recover the carrying valueand $0.4 million of the stores' assets over their remaining economic life.

goodwill in a retail business within our Europe segment.
Net income (loss)loss attributable to common stockholders decreased $79.0$66.3 million to a net loss of $31.7 million compared to a net loss of $98.0 million compared to net loss of $19.0 million for 2014.2015. Net loss per share was $0.43 during the year ended December 31, 2016 compared to net loss per share of $1.30 during the year ended December 31, 2015 compared to2015. The decrease in our net loss per shareis primarily the result of $0.22decreased asset impairment charges, restructuring charges and SG&A expenses.
We continued to focus on improving the efficiency and effectiveness of our operations, including continuing to shift the mix of our retail business from full-price retail to outlet stores. During the year ended December 31, 2016, we opened 50 outlet stores and closed 66 full-price stores. In total, during the year ended December 31, 2014. These decreases are primarily the result of decreased gross profit2016 we opened 83 stores and increased asset impairment charges offset by decreased restructuring charges and SG&A expense.

closed 84 stores.
We continued to slow the expansion of our retail channel and focus on the long-term profitability of current locations. We opened 42 company-operated stores during the year ended December 31, 2015, a quarter of which were outletsimplifying our product line and disciplined inventory management and reduced our inventory by $21.2 million or low investment kiosk/store-in-store locations, and closed 68 company-operated stores.

During 2015, we repurchased approximately 6.512.6% from $168.2 million shares at an average price of $13.24 per share for a total value of $85.9 million, including related commission charges. As of December 31, 2015, we have remaining repurchase authorizations of $118.7to $147.0 million.

Future Outlook

During 2016, we willdid not repurchase any shares.
Future Outlook
We intend to continue our strategic plans for long-term improvement and growth of the business. Our plansbusiness, which comprise fourthese key initiatives including initiatives: 

(1)   developing powerful product stories supported with effective marketing,

(2)   driving global cohesive brand positioning,

(3)   increasing working marketing spend,

(4)   enhancing engagement with key wholesale accounts,

(5)   gaining greater strategic and economic leverage from our direct-to-consumer assets,

(6)   prioritizing investment in larger-scale geographies,

(7)   streamlining the global product and marketing portfolio, (2) reducing direct investment in smaller geographic markets, (3) creating a more efficient organizationalcost structure by reducing excess overhead costsduplication & complexity across regional offices & the corporate center, and enhancing the decision making process, and (4) closing or converting Crocs branded retail stores around the world.


Table of Contents(8)   investing to drive

Thesesupply chain effectiveness and reliability.


We believe these changes will better position Crocs to adapt to changing customerconsumer demands and global economic developments. We are focusing on our core molded footwear heritage by narrowing our product line with an emphasis on higher margin units, as well as developing innovative new casual lifestyle footwear platforms. By streamlining the product portfolio and reducing non-core product development, we believe we will create a more powerful consumer connection to the brand.


We are refining our business model around the world, prioritizing direct investment in larger-scale geographies to focus our resources on the demographicsmarkets with the largest growth prospects, moving away from direct investment in the retail and wholesale businesses in smaller markets and transferring significant commercial responsibilities to distributors and third-partythird party agents. Further, we intend to expand our engagement with leading wholesale accounts in select markets to drive sales growth, optimize product placement and enhance brand reputation.

We believe


29




Additionally, we addressed the declining collectionscollection rates we experienced in 2015 from our China operations is by limiting or terminating our relationship with distributors who we have identified as being a significant credit risk. In 2015, we recorded bad debts expense of $23.2 millionassociated with deteriorating macro-economic conditionsour China operations. As of December 31, 2016, we have terminated our relationship with multiple distributors in China resultingand we expanded our relationship with existing business partners who are in declining customer demanda stronger financial position and deteriorating working capital position ofwho have a proven track record. We have also implemented a more restrictive credit policy for several China distributors to reduce our distributors.exposure in that market. For the year ended December 31, 2016, our bad debt expense related to our China operations was lower by $22.1 millioncompared to the year ended December 31, 2015. We are unable to predict future economic conditions in China, but if economic conditions in China continue to decline, we may experience further reductionsdeclines in consumer demand in our China markets. As our China operations represent approximately 8%represents 7% of our total revenue,revenues, the net impact of declining sales volumes in China could have a material adverse impact on our financial results in future periods.



30




Results of Operations
Comparison of the Years Ended December 31, 2016 to 2015

Year Ended December 31, Change
 2016 2015 $ %
 
(in thousands, except per share data and
average selling price)

Revenues$1,036,273
 $1,090,630
 $(54,357) (5.0)%
Cost of sales536,109
 579,825
 (43,716) (7.5)%
Gross profit500,164
 510,805
 (10,641) (2.1)%
Selling, general and administrative expenses503,174
 559,095
 (55,921) (10.0)%
Restructuring charges
 8,728
 (8,728) (100.0)%
Asset impairments3,144
 15,306
 (12,162) (79.5)%
Loss from operations(6,154) (72,324) 66,170
 (91.5)%
Foreign currency loss, net(2,454) (3,332) 878
 (26.4)%
Interest income692
 967
 (275) (28.4)%
Interest expense(836) (969) 133
 (13.7)%
Other income, net1,539
 914
 625
 68.4 %
Income (loss) before income taxes(7,213) (74,744) 67,531
 (90.3)%
Income tax expense(9,281) (8,452) (829) 9.8 %
Net loss$(16,494) $(83,196) $66,702
 (80.2)%
Dividends on Series A convertible preferred stock(12,000) (11,833) (167) 1.4 %
Dividend equivalents on Series A convertible preferred shares related to redemption value accretion and beneficial conversion feature(3,244) (2,978) $(266) 8.9 %
Net loss attributable to common stockholders$(31,738) $(98,007) $66,269
 (67.6)%
        
Net loss per common share:

  
  
 

Basic$(0.43) $(1.30) $0.87
 (66.9)%
Diluted$(0.43) $(1.30) $0.87
 (66.9)%
        
Gross profit48.3 % 46.8 % 143
bps3.1 %
Operating loss(0.6)% (6.6)% 600
bps6.1 %
Footwear unit sales56,097
 57,763
 (1,666) (3.7)%
Average footwear selling price$18.21
 $18.53
 $(0.32) (1.7)%
Revenues. During the year ended December 31, 2016, revenue decreased 5.0% compared to the same period in 2015. The decrease in revenue is due to the net impact of (i) a $46.3 million, or 4.2%, decrease associated with lower sales volumes, (ii) a $4.7 million or 0.5% decrease associated with lower average selling prices per pair, and (iii) a $3.4 million or 0.3% decrease associated with unfavorable changes in foreign currency rates.
During the year ended December 31, 2016, revenues from our wholesale channel decreased $45.0 million, or 7.6%, compared to the same period in 2015. The decrease in wholesale channel revenue is driven primarily by a $23.4 million decrease in our Asia Pacific segment due to lower average selling prices related to a lower priced product mix, the unfavorable impact of foreign currency translation, and store closures.
During the year ended December 31, 2016, revenues from our retail channel decreased $18.9 million, or 5.0%, compared to the same period in 2015, primarily driven by the Asia Pacific segment, which decreased $11.3 million primarily as a result of a lower average selling prices related to a lower priced product mix and the unfavorable impact of foreign currency translation.
During the year ended December 31, 2016, revenues from our e-commerce channel increased $9.5 million, or 7.9%, compared to the same period in 2015, primarily driven by increased sales volumes in all segments, partially offset by the unfavorable impact of foreign currency translation and lower average selling prices, also in all segments. Our e-commerce sales totaled approximately 12.6% and 11.1% of our consolidated net sales during the year ended December 31, 2016 and 2015, respectively. We continue to

31




benefit from our online presence through e-commerce sites worldwide enabling us to have increased access to our consumers in a low cost, attractive manner and providing us with an opportunity to educate them about our products and brand.

Cost of sales. During the year ended December 31, 2016, cost of sales decreased $43.7 million, or 7.5%, compared to the same period in 2015. The decrease in cost of sales was primarily due to the net impact of: (i) a $24.6 million, or 4.2% decrease, due to lower sales volumes, (ii) an $18.6 million, or 3.2%, decrease due to a lower average cost per unit sold, and (iii) a $0.5 million, or 0.1%, decrease due to the impact of foreign currency translation. The impact of sales volumes on cost of sales was reduced by approximately $1.6 million as a result of the sale of our South Africa operations, which was completed on April 15, 2016.
Gross profit. During the year ended December 31, 2016, gross profit decreased $10.6 million, or 2.1%, and gross margin increased 143 basis points to 48.3% compared to the same period in 2015. The decrease in gross profit is primarily due to the net impact of: (i) a $21.6 million, or 4.2%, decrease due to lower sales volumes, (ii) a $14.0 million, or 2.7%, increase due to the combined impact of a lower average cost of sales per unit partially offset by a lower average selling price, and (iii) a $3.0 million, or 0.6%, decrease due to the unfavorable impact of foreign currency translation. Gross profit declined by approximately $1.0 million as a result of the sale of our South Africa operations, which was completed on April 15, 2016.
SG&A. SG&A decreased $55.9 million, or 10.0%, during the year ended December 31, 2016 compared to the same period in 2015. This change was primarily driven by (i) bad debt expense decrease of $22.8 million, (ii) an $8.7 million decrease in rent expenses associated with contingent rents and closed retail stores partially offset by (iii) $4.3 million increase in outside services expense. During the year ended December 31, 2016, our bad debt expense was $3.2 million compared to $26.0 million in the same period in the prior year. Substantially all of this decrease in bad debt expense is due to stricter credit collection policies from our China operations, which is included in our Asia Pacific segment.

During the year ended December 31, 2016 and 2015, our bad debt expense was $3.2 million and $26.0 million, respectively. Of the $3.2 million expense recorded during the year ended December 31, 2016, immaterial amounts related to our China operations. The decrease in bad debt expense associated with our China operations is primarily due to the implementation of a more restrictive credit policy for several China distributors in 2016, to reduce our exposure in that market.

In addition to these fluctuations, we have identified certain SG&A expenses that affect the comparability or underlying business trends in our consolidated financial statements. The following table summarizes these expenses and describes the additional drivers of the decrease above by reconciling our U.S. GAAP SG&A to non-GAAP SG&A.
  Year Ended December 31,
  2016 2015
  (in thousands)
Selling general and administrative expenses reconciliation:    
U.S. GAAP SG&A expenses $503,174
 $559,095
Reorganization charges (1)
 (458) (8,391)
Customs audit settlements (2)
 (354) 
ERP implementation and other contract termination fees(3)
 (1,361) (12,569)
Improper disbursements and related legal fees (4)
 
 (7,895)
Bad debt expense related to South Africa (5)
 
 (613)
Total adjustments (2,173) (29,468)
Non-GAAP Selling, general and administrative expenses $501,001
 $529,627

(1) Relates to severance expenses, bonuses, store closure costs, consulting fees, and other expenses related to restructuring and reorganization activities and our investment agreement with Blackstone.
(2) Amount paid in partial settlement of a customs audit.
(3) Represents operating expenses incurred in 2015 related to the implementation of our enterprise resource planning system ("ERP") and the termination of certain information technology, royalty and other contracts. Expense in 2016 relates to early lease termination costs.
(4) Represents legal expenses related to invalid disbursements that occurred in 2015 and California wage settlements.
(5) Represents certain bad debt and impairment expenses in 2015 related to the sales of operations in South Africa.

Restructuring charges. During 2015, we incurred $8.7 million of restructuring charges related to the 2014 plan to create efficiencies and close global retail locations. The Company concluded its restructuring efforts on December 31, 2015.

32





Asset impairment charges. During the years ended December 31, 2016 and 2015, we incurred $2.7 million and $15.3 million, respectively, in retail asset impairment charges related to certain underperforming retail locations, primarily in our Americas segment, that were unlikely to generate sufficient cash flows to fully recover the carrying value of the stores’ assets over their remaining economic life. In addition, we incurred $0.4 million in goodwill impairment charges.
Foreign currency loss, net. ‘Foreign currency loss, net’ consists of foreign currency gains and losses from the re-measurement and settlement of monetary assets and liabilities denominated in non-functional currencies and foreign currency derivative instruments. During the year December 31, 2016, we recognized a net loss of $2.5 million compared to a net loss of $3.3 million on foreign currency transactions during the year ended December 31, 2015.
Income tax expense. During the year ended December 31, 2016, we recognized income tax expense of $9.3 million on pre-tax book loss of $7.2 million, representing an effective tax rate of (128.7)%, compared to income tax expense of $8.5 million on pre-tax book loss of $74.7 million in 2015, which represented an effective tax rate of (11.3)%. Generally, our effective tax rate has varied dramatically during 2016 and in recent years due to differences in our profitability level and relative operating earnings across multiple jurisdictions, and is most notably impacted by the significant amount of operating losses that cannot be benefitted for tax purposes.
The following are some of our key jurisdictions and the income tax expense for each in 2016 and 2015, respectively:
 For the Year Ended December 31, 2016
 United States Netherlands Japan Canada China Korea Other Total
 (in thousands)
Book income (loss)$(55,617) $39,184
 $(5,229) $740
 $821
 $2,529
 $10,359
 $(7,213)
Income tax expense (benefit)437
 4,711
 
 361
 (473) 511
 3,734
 9,281
Effective tax rate(0.8)% 12.0% % 48.8% (57.6)% 20.2% 36.0% (128.7)%

 For the Year Ended December 31, 2015
 United States Netherlands Japan Canada China Korea Other Total
 (in thousands)
Book income (loss)$(83,537) $25,988
 $(69) $(850) $(21,572) $4,141
 $1,155
 $(74,744)
Income tax expense (benefit)(3,345) 4,262
 2,345
 (391) 4,433
 1,081
 67
 8,452
Effective tax rate4.0% 16.4% (3,398.6)% 46.0% (20.5)% 26.1% 5.8% (11.3)%

The differences in total tax expense and effective rate variances in the table above resulted primarily from the following factors. We incurred significant changes in many of the key jurisdictions in book income/loss (U.S. losses of $55.6 million in 2016 versus $83.5 million in 2015, Netherlands income of $39.2 million in 2016 versus $26.0 million in 2015, Japanese losses of $5.2 million in 2016 versus $0.1 million in 2015, Chinese income of $0.8 million in 2016 versus losses of $21.6 million in 2015). Additionally, differences in the Netherlands income tax rate relates to consistent withholding tax expense year over year, compared with increased operating income in that jurisdiction during the same period. In 2016, the Company recorded a taxable loss position in Japan with no corresponding tax benefit realized as a result of a valuation allowance. In 2015, the total tax provision in Japan was impacted by the settlement of uncertain tax positions which resulted in a benefit of approximately $3.6 million which was more than offset by the accrual of expense for an increased valuation allowance of $4.8 million. While there are effective tax rate differences in China related to differences in operating losses, we also incurred additional tax expense in 2015 of approximately $9.5 million due to increased valuation allowances established during 2015 which are unlikely to recur.
The tax effect of non-deductible/non-taxable items changed from a $2.2 million tax benefit in 2015, which is a favorable rate impact of 2.9%, to a $2.7 million tax expense in 2016, which is an unfavorable rate impact of 37.4%. The expense recognized in 2016 primarily relates to non-deductible executive and foreign share-based compensation. We anticipate that these expenses will recur in the foreseeable future.

33




The change in the 'Effect of rate differences' line of the rate reconciliation table in Note 13 — Income Taxes is principally driven by differences in pre-tax book income between the periods compared, and the source of this income, which is subject to different jurisdictional tax rates. During 2016, the effect of rate differences resulted in a $12.6 million tax benefit compared to a $3.7 million tax benefit in 2015. The primary reason for this incremental benefit results from increased foreign book earnings included in consolidated results. During 2016, foreign book income before taxes was $48.4 million as compared with $8.8 million in 2015, all of which is subject to tax at rates lower than the U.S. statutory rate. Further, we employ a tax planning strategy that directly impacts the total tax expense directly attributable to the level of foreign earnings in the specific jurisdictions. However, we note that the impact on the effective tax rate is different due to higher book earnings recorded in 2016 compared to 2015. The relative impact of this has existed in the recent past; however, there is no assurance that this circumstance will be recurring beyond 2019. Through at least 2019, we will continue to have an equivalent favorable impact on the tax provision and effective tax rate based on the specific foreign earnings. We currently do not anticipate significant near-term changes to our overall tax strategies, meaning that relative income tax benefits provided from the expected U.S. federal tax rate are anticipated to recur in the foreseeable future. The amount of this tax benefit, if any, is subject to continued profitability in various foreign jurisdictions.
The impact of the 'U.S. tax on foreign earnings' line of the rate reconciliation table includes the impact of foreign inclusions and the tax expense accrued on undistributed foreign earnings net of the related foreign tax credits. During 2016, inclusions for these items resulted in $23.1 million of tax expense, reflecting an unfavorable impact of 320.6 % on the total provision. During 2015, inclusions for these items resulted in $82.3 million of tax expense, reflecting an unfavorable impact of 110.0 % on the total provision. Foreign inclusions are primarily related to business results and cash repatriations during a specific period as well as the accrual on foreign earnings. During 2016, we provided for U.S. income taxes on an additional $50 million of current year undistributed foreign earnings, for a combined total of $178 million of undistributed foreign earnings for which U.S. tax has been accrued, representing a total deferred tax liability of approximately $32.4 million. We further note that actual cash repatriations decreased from approximately $127.3 million in 2015 to approximately $37 million in 2016 (and note that no withholding tax is due with respect to the repatriation of these earnings to the U.S. and none has been provided for). Furthermore during 2015, there was a $24.6 million tax charge recognized for the accrual of unremitted foreign earnings as compared to a $7.9 million tax charge in 2016 for unremitted foreign earnings. As of 2016, we anticipate continued repatriation of foreign earnings to the extent of the $178 million currently accrued. We will also continue to assess various cash needs in the U.S. and abroad, which could result in the prospective accrual and repatriation of some or all future current year earnings on an annual basis.
We continue to evaluate the realizability of our deferred tax assets. As such, additional valuation allowances of $34.3 million were recorded on deferred tax assets are not anticipated to be realized. This is in addition to the $56.6 million accrued on deferred tax assets during 2015. Furthermore, the change in the valuation allowance reflected on the cumulative schedule of deferred tax assets includes $18.3 million, which does not impact the tax provision because this amount reflects the cumulative impact of unrecorded tax attributes related to the adoption in 2016 of new US GAAP guidance related to income tax effect of share-based compensation and changes in cumulative translation adjustment. The specific circumstances regarding management's assertion of the realizability of certain deferred tax assets is discussed as part of the disclosures in Note 13 — Income Taxes. We maintain total valuation allowances of approximately $90.9 million as of December 31, 2016, which may be reduced in the future depending upon the achieved or sustained profitability of certain entities.
During both 2015 and 2016, we recorded tax expense for audits settled during the year of $1.2 million and $0.3 million, respectively. The amount included in settlements during 2016 is net against total uncertain tax position releases during the same period relating to the same positions. Furthermore, the uncertain tax benefits line item in 2016 includes net accruals related to current year positions recorded, and is consistent with amounts accrued during prior years. We have released a significant portion of historical uncertain tax benefits based on effective and actual settlements. As such, there is not currently an expectation that uncertain tax positions will significantly impact our tax expense on an ongoing basis.
We incur state income tax losses during the period due to net operating losses recorded in the U.S., as well as applicable state modifications related to the taxability of foreign dividends. The tax provision benefit of these losses are offset by a valuation allowance. We are subject to certain minimal state income taxes.

34




Revenues by Channel
 Year Ended December 31, Change 
Constant Currency Change (1)
 2016 2015 $ % $ %
 (in thousands)
Wholesale: 
  
  
  
  
  
Americas$202,211
 $210,887
 $(8,676) (4.1)% $(5,555) (2.6)%
Asia Pacific232,541
 255,897
 (23,356) (9.1)% (26,408) (10.3)%
Europe110,511
 123,131
 (12,620) (10.2)% (11,441) (9.3)%
Other businesses745
 1,096
 (351) (32.0)% (352) (32.1)%
Total wholesale546,008
 591,011
 (45,003) (7.6)% (43,756) (7.3)%
Retail:

 

  
  
    
Americas191,855
 197,306
 (5,451) (2.8)% (5,168) (2.6)%
Asia Pacific125,037
 136,320
 (11,283) (8.3)% (12,077) (8.9)%
Europe42,712
 44,873
 (2,161) (4.8)% (189) (0.4)%
Total retail359,604
 378,499
 (18,895) (5.0)% (17,434) (4.6)%
E-commerce:

 

  
  
    
Americas72,940
 68,017
 4,923
 7.2 % 5,088
 7.5 %
Asia Pacific37,500
 32,274
 5,226
 16.2 % 5,741
 17.8 %
Europe20,221
 20,829
 (608) (2.9)% (578) (2.8)%
Total e-commerce130,661
 121,120
 9,541
 7.9 % 10,251
 8.5 %
Total revenues$1,036,273
 $1,090,630
 $(54,357) (5.0)% $(50,939) (4.7)%

(1)
Reflects year over year change as if the current period results were in “constant currency,” which is a non-GAAP financial measure. See “Use of Non-GAAP Financial Measures” above for more information.

Wholesale channel revenues. During the year ended December 31, 2016, revenues from our wholesale channel decreased $45.0 million, or 7.6%, compared to the same period in 2015. The decrease in wholesale channel revenues was due to the net impact of: (i) a $42.0 million, or 7.1%, decrease in sales volumes, (ii) a $3.6 million, or 1.0%, decrease due to a lower average selling price, and (iii) a $1.5 million, or 0.4%, decrease due to the unfavorable impact of foreign currency translation. Sales volumes for the year ended December 31, 2016 were negatively impacted by approximately $8.4 million as a result of the sale of our South Africa operations, which was completed on April 15, 2016.
Retail channel revenues. During the year ended December 31, 2016, revenues from our retail channel decreased $18.9 million, or 5.0%, compared to the same period in 2015. The decrease in retail channel revenues was due to the net impact of: (i) a $13.8 million, or 3.7%, decrease in sales volumes, (ii) a $3.6 million, or 1.0%, decrease due to a lower average selling price, and (iii) a $1.5 million, or 0.4%, decrease due to the unfavorable impact of foreign currency translation.

E-commerce channel revenues. During the year ended December 31, 2016, revenues from our e-commerce channel increased $9.5 million, or 7.9%, compared to the same period in 2015. The increase in e-commerce revenues was due to the net impact of: (i) a $30.2 million, or 24.9%, increase in sales volumes (primarily due to increased sales volumes in the Americas and Asia Pacific segments), (ii) a $20.0 million, or 16.4%, decrease due to a lower average selling price, and (iii) a $0.7 million, or 0.6%, decrease due to the unfavorable impact of foreign currency translation.

Future change in the average selling price per unit will be impacted by: (i) the mix of products sold, (ii) the sales channel (as we generally realize higher sales prices from our retail and e-commerce channels as compared to our wholesale channel), and (iii) the level of sales discounts and incentives we offer our customers.


35




Reportable Operating Segments
The following table sets forth information related to our reportable operating business segments for the years ended December 31, 2016 and 2015:


Year Ended December 31, Change 
Constant Currency
Change
(3)

2016 2015 $ % $ %

(in thousands, except % data)
Revenues:
 
 
 
 
 
Americas$467,006
 $476,210
 $(9,204) (1.9)% $(3,569) (0.7)%
Asia Pacific395,078
 424,491
 (29,413) (6.9) 3,331
 0.8
Europe173,444
 188,833
 (15,389) (8.1) (3,181) (1.7)
Total segment revenues1,035,528
 1,089,534
 (54,006) (5.0) (3,419) (0.3)
Other businesses745
 1,096
 (351) (32.0) 1
 0.1
Total consolidated revenues$1,036,273
 $1,090,630
 $(54,357) (5.0)% $(3,418) (0.3)%
            
Operating income:
 
 
 
 
 
Americas$58,844
 $49,422
 $9,422
 19.1 % $(1,372) (2.8)
Asia Pacific78,907
 48,447
 30,460
 62.9
 1,378
 2.8
Europe17,757
 15,629
 2,128
 13.6
 (249) (1.6)
Total segment operating income155,508
 113,498
 42,010
 37.0
 (243) (0.2)


 
 
 
 
 
Reconciliation of total segment operating income to income before income taxes:
 
 
 
 
 
Other businesses(26,935) (30,092) 3,157
 (10.5) 3,006
 (10.0)
Unallocated corporate and other (1)
(134,727) (155,730) 21,003
 (13.5) 23,341
 (15.0)
Total consolidated operating income (loss)$(6,154) $(72,324) $66,170
 (91.5) $26,104
 (36.1)
Foreign currency transaction gain (loss), net(2,454) (3,332) 878
 (26.4)    
Interest income692
 967
 (275) (28.4)    
Interest expense(836) (969) 133
 (13.7)    
Other income (expense), net1,539
 914
 625
 68.4
    
Income (loss) before income taxes$(7,213) $(74,744) $67,531
 (90.3)%    

(1)
Revenues for the year ended December 31, 2016 were negatively impacted by approximately $8.4 million as a result of the sale of our South Africa operations, which was completed on April 15, 2016.



36




Americas Operating Segment
Revenues. During the year ended December 31, 2016, revenues for our Americas segment decreased $9.2 million, or 1.9%, compared to the same period in 2015. The decrease in the Americas segment revenues was due to the net impact of: (i) a $13.6 million, or 2.9%, decrease related to lower sales volumes, (ii) an $8.0 million, or 1.7%, increase related to an increase in the average sales price, and (iii) a $3.6 million, or 0.7%, decrease due to the unfavorable impact of foreign currency translation.

Future changes in the average sales price per unit in any of our operating segments will be impacted by: (i) the mix of products sold, (ii) the sales channel (as we generally realize higher sales prices from our retail and e-commerce channels as compared to our wholesale channel), and (iii) the level of sales discounts and incentives we offer our customers.
Cost of Sales. During the year ended December 31, 2016, cost of sales for our Americas segment decreased $10.2 million, or 4.0%, compared to the same period in 2015. The decrease in the Americas segment cost of sales was due to the net impact of: (i) a $7.2 million, or 2.9%, decrease due to lower sales volumes, (ii) a $1.3 million, or 0.5%, decrease due to lower average costs per unit sold, and (iii) a $1.6 million, or 0.6%, decrease due to the impact of foreign currency translation.
Gross Profit. During the year ended December 31, 2016, gross profit for the Americas segment increased $1.0 million, or 0.4%, and gross margin increased 115 basis points to 48.3% compared to the same period in 2015. The increase in the Americas segment gross profit is due to the net impact of: (i) an $6.4 million, or 2.9%, decrease due to lower sales volumes, (ii) an $9.3 million, or 4.2%, increase due to the combined impact of a higher average sales price and a lower average cost of sales per unit, and (iii) a $2.0 million, or 0.9%, decrease due to the impact of foreign currency translation.
SG&A. During the year ended December 31, 2016, SG&A for our Americas segment decreased $1.7 million, or 1.0%, compared to the same period in 2015.
Asia Pacific Operating Segment
Revenues. During the year ended December 31, 2016, revenues for our Asia Pacific segment decreased $29.4 million, or 6.9%, compared to the same period in 2015. The decrease in the Asia Pacific segment revenues was due to the net impact of: (i) a $2.4 million, or 0.6%, decrease due to lower sales volumes, (ii) a $30.3 million, or 7.1%, decrease in the average sales price and (iii)
a $3.3 million, or 0.8%, increase due to the favorable impact of foreign currency translation. Sales volumes for the year ended December 31, 2016 were negatively impacted by approximately $8.4 million as a result of the sale of our South Africa operations, which was completed on April 15, 2016.
Cost of Sales. During the year ended December 31, 2016, cost of sales for our Asia Pacific segment decreased $20.9 million, or 10.8%, compared to the same period in 2015. The decrease in the Asia Pacific segment cost of sales was due to the net impact of: (i) a $1.1 million, or 0.6%, decrease due to lower sales volumes, (ii) a $21.6 million, or 11.2%, decrease due to lower average costs per unit sold, and (iii) a $1.5 million, or 1.5%, increase due to the impact of foreign currency translation. The impact of sales volumes on cost of sales includes approximately $8.5 million as a result of the sale of our South Africa operations, which was completed on April 15, 2016.
Gross Profit. During the year ended December 31, 2016, gross profit for the Asia Pacific segment decreased $8.5 million, or 3.7%, and gross margin increase 190 basis points to 56.3% compared to the same period in 2015. The decrease in the Asia Pacific segment gross profit is due to the net impact of: (i) a $1.3 million, or 0.6%, decrease due to lower sales volumes, (ii) a $8.8 million, or 3.7%, decrease due to a lower average sales prices in excess of a lower average cost per unit, and (iii) a $1.5 million, or 0.6%, increase due to the impact of foreign currency translation. Gross profit declined by approximately $0.1 million as a result of the sale of our South Africa operations, which was completed on April 15, 2016.
SG&A. During the year ended December 31, 2016, SG&A for our Asia Pacific segment decreased $29.6 million, or 17.2%, compared to the same period in 2015. The decrease in SG&A was primarily due to the net impact of: (i) a $25.4 million decrease associated with bad debt expense, (ii) a $5.5 million increase associated with services, (iii) a $6.3 million decrease in sales expense, (iv) a $5.0 million decrease in rent expense, and (v) other items that are individually insignificant.

37




Europe Operating Segment
Revenues. During the year ended December 31, 2016, revenues for our Europe segment decreased $15.4 million, or 8.1%, compared to the same period in 2015. The decrease in the Europe segment revenues was due to the net impact of: (i) a $22.8 million, or 12.1%, decrease due to lower sales volumes, (ii) a $10.6 million, or 5.7%, increase due to a higher average sales price, and (iii) a $3.2 million, or 1.7%, decrease due to the impact of foreign currency translation.

Cost of Sales. During the year ended December 31, 2016, cost of sales for our Europe segment decreased $11.2 million, or 11.3%, compared to the same period in 2015. The decrease in the Europe segment cost of sales was mainly due to the net impact of: (i) a $12.0 million, or 12.1%, decrease due to lower sales volumes, (ii) a $2.3 million or 2.3%, increase due to higher average cost per unit sold and (iii) a $1.5 million, or 1.5%, decrease due to the impact of foreign currency translation.

Gross Profit. During the year ended December 31, 2016, gross profit for the Europe segment decreased $4.2 million, or 4.7%, and gross margin increased 180 basis points to 48.9% compared to the same period in 2015. The decrease in the Europe segment gross profit is due to the net impact of: (i) a $10.8 million, or 12.1%, decrease due to lower sales volumes, (ii) a $8.3 million, or 9.3%, increase due to a higher average sales price in excess of higher costs per unit, and (iii) a $1.7 million, or 1.9%, decrease due to the impact of foreign currency translation.
SG&A. During the year ended December 31, 2016, SG&A for our Europe segment decreased $2.6 million, or 3.8%, compared to the same period in 2015. The decrease in SG&A was primarily due to the net impact of: (i) a $2.0 increase in bad debt expense, (ii) a $0.9 million decrease in rent expense, and (iv) other items that are individually insignificant.

The changes in the number of our company-operated retail locations by reportable operating segment and type of store were:

 December 31, 2015 Opened Closed December 31, 2016
Company-operated retail locations 
  
  
  
Type 
  
  
  
Kiosk/store in store98
 14
 14
 98
Retail stores275
 19
 66
 228
Outlet stores186
 50
 4
 232
Total559
 83
 84
 558
Operating segment 
  
  
  
Americas196
 7
 13
 190
Asia Pacific261
 67
 58
 270
Europe102
 9
 13
 98
Total559
 83
 84
 558

Comparable retail store sales and Direct to Consumer store sales by reportable operating segment are as follows:
 
Constant Currency (2)
 Year Ended
December 31, 2016
 Year Ended
December 31, 2015
Comparable store sales (retail only) (1)
 
  
Americas(2.3)% (3.2)%
Asia Pacific(5.9)% (4.5)%
Europe1.9 % 3.0 %
Global(3.0)% (2.8)%

38




 
Constant Currency (2)
 Year Ended
December 31, 2016
 Year Ended
December 31, 2015
DTC comparable store sales (includes retail and e-commerce) (1)


 

Americas0.3 % 3.3%
Asia Pacific(0.4)% 3.0%
Europe0.2 % 7.8%
Global0.1 % 3.9%

(1)
Comparable store status is determined on a monthly basis. Comparable store sales includes revenues of stores that have been in operation for more than twelve months. Stores in which selling square footage has changed more than 15% as a result of a remodel, expansion or reduction are excluded until the thirteenth month in which they have comparable prior year revenues. Temporarily closed stores are excluded from the comparable store sales calculation during the month of closure. Location closures in excess of three months are excluded until the thirteenth month post re-opening. E-commerce revenues are based on same site sales period over period.
(2)
Reflects quarter over quarter change on a “constant currency” basis, which is a non-GAAP financial measure that restates current period results using prior year foreign exchange rates for the comparative period to enhance visibility of the underlying business trends, excluding the impact of foreign currency.

Comparable store sales (retail only) decreased 3.0% on a global basis for the year ended December 31, 2016, compared to a decrease of 2.8% for the year ended December 31, 2015. Direct to Consumer (DTC) comparable store sales, which includes retail and e-commerce, increased 0.1% on a global basis for the year ended December 31, 2016, compared to an increase of 3.9% for the year ended December 31, 2015.
Impact on revenues due to foreign exchange rate fluctuations.    Changes in average foreign currency exchange rates used to translate revenue from our functional currencies to our reporting currency during the year ended December 31, 2016 resulted in a $3.4 million decrease in revenue compared to the same period in 2015.
Gross profit.    During the year ended December 31, 2016, gross profit decreased $10.6 million, or 2.1%, compared to the same period in 2015. The decrease in gross profit was primarily attributable to the 5.0% decrease in revenue partially offset by the gross margin increase of 150 basis points compared to the same period in 2015 due to a lower selling price.
Impact on gross profit due to foreign exchange rate fluctuations.    Changes in average foreign currency exchange rates used to translate revenue and costs of sales from our functional currencies to our reporting currency during the year ended December 31, 2016 decreased our gross profit by $2.1 million, or 0.4%, compared to the same period in 2015.

39




Comparison of the Years Ended December 31, 2015 to 2014


 Year Ended December 31,  
  
 Year Ended December 31, Change

 2015 2014 $ Change % Change 2015 2014 $ %

 (in thousands, except per share data and
average selling price)

 
(in thousands, except per share data and
average selling price)

Revenues

 $1,090,630 $1,198,223 $(107,593) (9.0)%$1,090,630
 $1,198,223
 $(107,593) (9.0)%

Cost of sales

 579,825 603,893 (24,068) (4.0)579,825
 603,893
 (24,068) (4.0)

Restructuring charges

  3,985 (3,985) (100.0)
 3,985
 (3,985) (100.0)

Gross profit

 510,805 590,345 (79,540) (13.5)510,805
 590,345
 (79,540) (13.5)

Selling, general and administrative expenses

 559,095 565,712 (6,617) (1.2)559,095
 565,712
 (6,617) (1.2)

Restructuring charges

 8,728 20,532 (11,804) (57.5)8,728
 20,532
 (11,804) (57.5)

Asset impairment charges

 15,306 8,827 6,479 73.4 
Asset impairments15,306
 8,827
 6,479
 73.4

Loss from operations

 (72,324) (4,726) (67,598) 1,430.3 (72,324) (4,726) (67,598) 1,430.3

Foreign currency transaction loss, net

 (3,332) (4,885) 1,553 (31.8)
Foreign currency loss, net(3,332) (4,885) 1,553
 (31.8)

Interest income

 967 1,664 (697) (41.9)967
 1,664
 (697) (41.9)

Interest expense

 (969) (806) (163) 20.2 (969) (806) (163) 20.2

Other income, net

 914 204 710 348.0 914
 204
 710
 348.0

Loss before income taxes

 (74,744) (8,549) (66,195) 774.3 (74,744) (8,549) (66,195) 774.3

Income tax benefit (expense)

 (8,452) 3,623 (12,075) (333.3)
Income tax (expense) benefit(8,452) 3,623
 (12,075) (333.3)

Net loss

 $(83,196)$(4,926)$(78,270) 1,588.9%$(83,196) $(4,926) $(78,270) 1,588.9 %

Dividends on Series A convertible preferred stock

 (11,833) (11,301) (532) 4.7 (11,833) (11,301) (532) 4.7

Dividend equivalents on Series A convertible preferred shares related to redemption value accretion and beneficial conversion feature

 (2,978) (2,735) (243) 8.9 (2,978) (2,735) (243) 8.9

Net loss attributable to common stockholders

 $(98,007)$(18,962)$(79,045) 416.9%$(98,007) $(18,962) $(79,045) 416.9 %

Net income (loss) per common share:

          
  
  
  

Basic

 $(1.30)$(0.22)$(1.08) 490.9%$(1.30) $(0.22) $(1.08) 490.9 %

Diluted

 $(1.30)$(0.22)$(1.08) 490.9%$(1.30) $(0.22) $(1.08) 490.9 %

Gross margin

 46.8% 49.3% (250)bps (5.1)%46.8 % 49.3 % (250) (5.1)%

Operating margin

 (6.6)% (0.4)% (620)bps 1,550.0%(6.6)% (0.4)% (620) 1,550.0 %

Footwear unit sales

 57,763 55,700 2,063 3.7%57,763
 55,700
 2,063
 3.7 %

Average footwear selling price

 $18.53 $20.92 $(2.39) (11.4)%$18.53
 $20.92
 $(2.39) (11.4)%

Revenues.During the year ended December 31, 2015, revenuerevenues declined $107.6 million, or 9.0%, compared to the same period in 2014. The decrease in revenuerevenues is due to the net impact of (i) a $85.3 million, or 7.1%, decrease associated with foreign currency exchange rate adjustments associated with a strong U.S. Dollar, (ii) a $37.8 million, or 3.1%, increase associated with higher sales volumes, and (iii) a $34.4 million, or 2.9%, decrease associated with store closures, partially offset by (iv) a $25.7 million, or 2.1%, decrease associated with a lower average selling price due to changes in product mix.

During the year ended December 31, 2015, revenues from our wholesale channel decreased $76.6 million, or 11.5%, compared to the same period in 2014. The decrease in wholesale channel revenue is driven primarily by a $52.1 million unfavorable impact related to foreign currency translation, primarily in our Europe segment, a $30.5 million unfavorable impact due to lower average sales prices related to a lower priced product style mix, primarily in our Americas segment, partially offset by higher sales volume in our Americas and Europe segments.


Table of Contents

During the year ended December 31, 2015, revenues from our retail channel decreased $47.3 million, or 11.1%, compared to the same period in 2014, primarily driven by the Asia Pacific segment, which decreased $23.1 million primarily as a result of a lower average selling price related to a lower priced product mix, the unfavorable impact of foreign currency translation, and store closures. Additionally we experienced a $15.4 million decrease in the Europe segment largely associated with the impact of store closures.

During the year ended December 31, 2015, revenues from our e-commerce channel increased $16.3 million, or 15.6%, compared to the same period in 2014, primarily driven by increased sales volumes in all segments, partially offset by the unfavorable impact

40




of foreign currency translation and lower average sales prices, also in all segments. Our e-commerce sales totaled approximately 11.1% and 8.7% of our consolidated net sales during the year ended December 31, 2015 and 2014, respectively. We continue to benefit from our online presence through web stores worldwide enabling us to have increased access to our customers in a low cost, attractive manner and providing us with an opportunity to educate them about our products and brand.

The following table summarizes our total revenue by channel for the years ended December 31, 2015 and 2014:

 
 Year Ended
December 31,
 Change Constant
Currency
Change(1)
 
 
 2015 2014 $ % $ % 
 
 (in thousands)
 

Wholesale:

                   

Americas

 $210,887 $228,615 $(17,728) (7.8)%$(10,241) (4.5)%

Asia Pacific

  255,897  290,610  (34,713) (11.9) (16,194) (5.6)

Europe

  123,131  147,561  (24,430) (16.6) 1,886  1.3 

Other businesses

  1,096  794  302  38.0  194  24.4 

Total wholesale

  591,011  667,580  (76,569) (11.5) (24,355) (3.6)

Retail:

                   

Americas

  197,306  206,053  (8,747) (4.2) (6,652) (3.2)

Asia Pacific

  136,320  159,464  (23,144) (14.5) (11,552) (7.2)

Europe

  44,873  60,309  (15,436) (25.6) (3,012) (5.0)

Total retail

  378,499  425,826  (47,327) (11.1) (21,216) (5.0)

E-commerce:

                   

Americas

  68,017  55,247  12,770  23.1  13,434  24.3 

Asia Pacific

  32,274  23,836  8,438  35.4  10,256  43.0 

Europe

  20,829  25,734  (4,905) (19.1) (380) (1.5)

Total e-commerce

  121,120  104,817  16,303  15.6  23,310  22.2 

Total revenues

 $1,090,630 $1,198,223 $(107,593) (9.0)%$(22,261) (1.9)%

(1)
Reflects year over year change as if the current period results were in "constant currency," which is a non-GAAP financial measure. See "UseCost of Non-GAAP Financial Measures" above for more information.

sales.

TableCost of Contents

The table below illustrates the overall change in the number of our company-operated retail locations by type of store and reportable operating segment as of December 31, 2015 and 2014:

 
 December 31,
2014
 Opened Closed December 31,
2015
 

Company-operated retail locations

             

Type

             

Kiosk/store in store

  100  11  13  98 

Retail stores

  311  15  51  275 

Outlet stores

  174  16  4  186 

Total

  585  42  68  559 

Operating segment

             

Americas

  210  4  18  196 

Asia Pacific

  258  36  33  261 

Europe

  117  2  17  102 

Total

  585  42  68  559 

The table below sets forth our comparable store sales, by reportable operating segmentincluding restructuring charges, decreased $28.1 million, or 4.8%, for the year ended December 31, 2015, as compared to the same periodprior year. The net decrease in 2014:

cost of sales is due to: (i) a $44.4 million, or 7.4%, decrease due to the impact of foreign currency translation, (ii) a $24.0 million, or 3.9%, increase due to a higher average costs, (iii) a $22.8 million, or 3.8%, decrease associated with store closures, (iv) a $19.1 million, or 3.2%, increase due to higher sales volumes, and (v) a $4.0 million, or 0.7%, decrease associated with lower restructuring charges in cost of sales (these restructuring efforts were completed as of December 31, 2015).
 
 Constant Currency(2)
Year Ended
December 31, 2015
 Constant Currency(2)
Year Ended
December 31, 2014
 

Comparable store sales (retail only)(1)

       

Americas

  (3.2)% (4.4)%

Asia Pacific

  (4.5)% (4.7)%

Europe

  3.0% 0.7%

Global

  (2.8)% (3.7)%

The table below sets forth Direct to Consumer ("DTC") comparable stores sales, which includes our e-commerce and retail operating segments,Gross Profit. Gross profit decreased $79.5 million, or 13.5%, for the year ended December 31, 2015, as compared to the same periodprior year. The net decrease in 2014:

 
 Constant Currency(2)
Year Ended
December 31, 2015
 Constant Currency(2)
Year Ended
December 31, 2014
 

DTC comparable store sales (includes retail and e-commerce)(1)

       

Americas

  3.3% (3.8)%

Asia Pacific

  3.0% 0.6%

Europe

  7.8% (0.6)%

Global

  3.9% (1.9)%

(1)
Comparable store statusgross profit is determined on a monthly basis. Comparable store sales begin in the thirteenth month of a store's operation. Stores in which selling square footage has changed more than 15% as a result of a remodel, expansion or reduction are excluded until the thirteenth month in which they have comparable prior year sales. Temporarily closed stores are excluded from the comparable store sales calculation during the month of closure. Location closures in excess of three months are excluded until the thirteenth month post re-opening. Comparable store sales excludeprimarily due to the impact of: (i) a $49.7 million, or 8.4%, decrease associated with lower average selling price and higher costs of our internet channel revenues and are calculated onsales, (ii) a currency neutral basis using historical annual average currency rates. Ecommerce revenue is based on same site sales period over period.

Table of Contents

(2)
Reflects quarter over quarter change on a "constant currency" basis, which is a non-GAAP financial measure that restates current period results using prior year foreign exchange rates for$40.9 million, or 6.9%, decrease associated with the comparative period to enhance visibility of the underlying business trends, excluding theunfavorable impact of foreign currency.

Comparablecurrency translation, (iii) a $18.7 million, or 3.2%, increase associated with higher sales volumes (iv) an $11.6 million, or 2.0%, decrease associated with store closures, and (v) a $4.0 million, or 0.6%, increase associated with lower restructuring charges in cost of sales decreased 2.8% on a global basis for(these restructuring efforts were completed as of December 31, 2015). For the year ended December 31, 2015 compared towe realized a decrease of 3.7% for the year ended December 31, 2014. Comparable store sales for our direct to consumer customers, which includes retail and ecommerce, increased 3.9% on a global basis for the year ended December 31, 2015, compared to a decrease of 1.9% for the year ended December 31, 2014.

The metric "revenue adjusted for business model changes" is used by management to assess period-over-period change in the performance of our continuing operations as compared to the same quarter of the previous year. This metric is calculated on a constant currency basis and removes the impact of store closures and eliminated product lines from prior period results. We believe this metric is useful in analyzing business trends related to our ongoing operations by excluding products and locations that have been eliminated and by removing foreign currency translation adjustments which can mask the underlying performance of the business.

The table below sets forth revenues for the year ended December 31, 2015 adjusted for the prior year impact of business model changes:

 
 Year Ended
December 31,
 
 
 (in thousands)
 

GAAP revenues, for the period ended December 31, 2014

 $1,198,223 

Less: constant currency adjustment(1)

  (87,661)

Less: decrease associated with store closures

  (34,894)

Less: decrease associated with eliminated product lines

  (11,921)

Non-GAAP revenues, adjusted for business model changes

 $1,063,747 

GAAP revenues, for the period ended December 31, 2015

 
$

1,090,630
 

Percentage change

  
2.5

%


 
 Year Ended
December 31,
 
 
 (in thousands)
 

GAAP revenues, for the period ended December 31, 2013

 $1,192,680 

Less: constant currency adjustment(1)

  (15,612)

Less: decrease associated with store closures

  (22,027)

Less: decrease associated with eliminated product lines

  (15,483)

Non-GAAP revenues, adjusted for business model changes

 $1,139,558 

GAAP revenues, for the period ended December 31, 2014

 
$

1,198,223
 

Percentage change

  
5.1

%

(1)
Constant currency in a non-GAAP measure that restates current period results using prior year average foreign exchange rates for the comparative period to enhance the visibility of the underlying business trends excluding the impact of foreign currency exchange rate fluctuations.

Revenue adjusted for business model changes increased 2.5% for the year ended December 31, 2015 compared to 5.1% for the year ended December 31, 2014.


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Impact on revenues due to foreign exchange rate fluctuations.    Changes in average foreign currency exchange rates used to translate revenue from our functional currencies to our reporting currency during the year ended December 31, 2015 resulted in a $85.3 million decrease in revenue compared to the same period in 2014.

Gross profit.    During the year ended December 31, 2015, gross profit decreased $79.5 million, or 13.5%, compared to the same period in 2014, and was primarily attributable to the 9.0% decrease in revenue partially offset by a decreasemargin of $24.1 million, or 4.0% to cost of sales compared to the same period in 2014 primarily due to foreign currency translation. Gross margin percentage decreased 250 basis points compared to the same period in 2014.46.8%.

Impact on gross profit due to foreign exchange rate fluctuations.    Changes in average foreign currency exchange rates used to translate revenue and costs of sales from our functional currencies to our reporting currency during the year ended December 31, 2015 decreased our gross profit by $41.7 million, or 7.1%, compared to the same period in 2014.

Selling, general and administrative expenses.SG&A.    SG&A expenses decreased $6.6 million, or 1.2%, during the year ended December 31, 2015 compared to the same period in 2014. This change was primarily driven by wage and salary decreases of $22.1 million, and a $17.0 million decrease in building expenses partially offset by a $13.6 million increase in marketing expenses, and a $13.6 million increase in bad debt expense, largely associated with our Asia Pacific operations relating to China. During the year ended December 31, 2015, our bad debt expense was $25.7 million compared to $12.1 million in the same period in the prior year. Substantially all of this increase in bad debt expense is due to lower collections from our China operations, which is included in our Asia Pacific segment.

We believe declining collections from our China operations is associated with deteriorating macro-economic conditions in China resulting in declining customer demand and the deteriorating working capital position of our distributors. We are unable to predict future economic conditions in China, but if economic conditions in China continue to decline, we may experience further reductions in consumer demand in our China markets. As our China operations represent approximately 8% of our total revenue in 2015, the net impact of declining sales volumes in China could have a material adverse impact on our financial results in future periods.


In addition to these fluctuations, we have identified certain selling, general and administrative expenses that affect the comparability or underlying business trends in our condensed consolidated financial statements. The following table summarizes these expenses and describes the additional drivers of the


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increase above by reconciling our GAAP selling, general and administrative expenses to non-GAAP selling, general and administrative expenses:

 
Year Ended
December 31,
 2015 2014
 (in thousands)
Selling, general and administrative expenses reconciliation: 
  
GAAP selling, general and administrative expenses$559,095
 $565,712
ERP implementation and other contract termination fees(1)
(12,569) (13,268)
Reorganization charges(2)
(8,391) (8,872)
Legal settlements and disbursement(3)
(7,895) (2,646)
Bad debt expense related to South Africa(4)
(613) 
Non-GAAP selling, general and administrative expenses$529,627
 $540,926

(1)
This represents operating expenses related to the implementation of our new enterprise resource planning ("ERP") system and the termination of certain IT contracts for better alignment with strategic initiatives as well as fees associated with the termination of certain royalty and other contracts.
(2)
This relates to severance expenses, bonuses, store closure costs, consulting fees and other expenses related to recent restructuring and reorganization activities and our investment agreement with Blackstone.
 
 Year Ended
December 31,
 
 
 2015 2014 
 
 (in thousands)
 

Selling, general and administrative expenses reconciliation:

       

GAAP selling, general and administrative expenses

 $559,095 $565,712 

ERP implementation and other contract termination fees(1)

  (12,569) (13,268)

Reorganization charges(2)

  (8,391) (8,872)

Legal settlements and disbursement(3)

  (7,895) (2,646)

Bad debt expense related to South Africa(4)

  (613)  

Non-GAAP selling, general and administrative expenses

 $529,627 $540,926 

41

(1)
This represents operating expenses related to the implementation of our new enterprise resource planning ("ERP") system and the termination of certain IT contracts for better alignment with strategic initiatives as well as fees associated with the termination of certain royalty and other contracts.

(2)
This relates to severance expenses, bonuses, store closure costs, consulting fees and other expenses related to recent restructuring and reorganization activities and our investment agreement with Blackstone.

(3)
Expenses in 2015 relate primarily to legal expenses for matters surrounding disbursements to invalid vendors and California wage settlements. Expenses in 2014 relate primarily to other legal settlements.
(4)
Bad debt and impairment expenses were incurred in 2015 relating to the planned sale of operations in South Africa.

(3)
Expenses in 2015 relate primarily to legal expenses for matters surrounding disbursements to invalid vendors and California wage settlements. Expenses in 2014 relate primarily to other legal settlements.

(4)
Certain bad debt and impairment expenses were incurred in 2015 relating to the planned sale of operations in South Africa.

Impact on Selling, General, and Administrative Expenses due to Foreign Exchange Rate Fluctuations.    Changes in average foreign currency exchange rates used to translate expenses from our functional currencies to our reporting currency during the year ended December 31, 2015, negatively impacted, or increased, selling, general and administrative expenses by approximately $35.6 million compared to 2014.

Restructuring charges.    During the years ended December 31, 2015 and 2014, we recorded $8.7 million and $24.5 million, respectively, in restructuring charges. These restructuring charges arose primarily as a result of our strategic plans for long-term improvement and growth of the business. Restructuring charges for the years ended December 31, 2015 and 2014 consisted of:

$5.5 million and $12.5 million in severance costs during the years ended December 31, 2015 and 2014, respectively;

$2.6 million and $4.2 million in contract termination costs primarily related to the early termination of operating leases during the years ended December 31, 2015 and 2014, respectively; and

$0.6 million and $7.8 million in other restructuring charges primarily related to expenses to exiting stores and legal fees during the years ended December 31, 2015 and included the write-off of obsolete inventory and store exiting and legal fees for the year ended December 31, 2014.

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Asset impairment charges.impairments.    During the year ended December 31, 2015 and 2014, we incurred $15.3 million and $8.8 million, respectively, in asset impairment charges. For the year ended December 31, 2015, $9.6 million of this amount related to certain underperforming retail locations, primarily in our Americas and Europe segments, which were unlikely to generate sufficient cash flows to fully recover the carrying value of the stores' assets over their remaining economic life and $5.7 million related to the impairment of our South Africa asset group that is currently held for sale.

Foreign currency transaction loss, net.    The line item entitled foreignForeign currency transaction loss, net is comprised of foreign currency gains and losses from the re-measurement and settlement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments. During the year ended December 31, 2015 and 2014, the effect of foreign currency transactions was a net loss of $3.3 million and $4.9 million, respectively.

Income tax expense.Taxes:     DuringThe following are some of our key jurisdictions and the year ended December 31, 2015, we recognized income tax expense for each in 2015,
 For the Year Ended December 31, 2015
 United States Netherlands Japan 
Canada (1)
 China Korea Other Total
 (in thousands)
Book income (loss)$(83,537) $25,988
 $(69) $(850) $(21,572) $4,141
 $1,155
 $(74,744)
Income tax expense (benefit)(3,345) 4,262
 2,345
 (391) 4,433
 1,081
 67
 8,452
Effective tax rate4.0% 16.4% (3,398.6)% 46.0% (20.5)% 26.1% 5.8% (11.3)%

(1)
Primarily driven by a $2.9 million net benefit related to a tax settlement with the Canada Revenue Agency. The principal drivers impacting the rate other than the overall profitability or loss of the Company disclosed in our rate reconciliation table in Note 13 — Income Taxes includes:
The differences in total tax expense and effective rate difference in the table above resulted primarily from the following factors. In the U.S. and Japan, the Company incurred significant changes in book income/loss (U.S. losses of $8.5$84 million on pre-tax book loss of $74.7 million, representing an effective tax rate of (11.3)%, compared to an income tax benefit of $3.6 million on pre-tax book loss of $8.5in 2015 versus $34 million in 2014, which represented an effectiveand Japanese losses of $69 thousand in 2015 versus income of $9.6 million in 2014). In addition, in the U.S. in 2014, the Company received a net benefit of $10.7 million related the settlement of a tax rate of 42.4%. Generally, our effective tax rate varies primarily based on our profitability levelaudit and the relative earningsrelease of operations across multiple jurisdictions. Beyondrelated uncertain tax positions. While the operating results,losses in the most significant rate drivers relate to U.S. tax accrued on foreign unremitted earningscan differ in future years based upon the Company’s performance and continued varying needrisk factors for valuation allowances.

The following are key jurisdictions impacting our tax rate for 2015 and 2014, respectively:

 
 For the Year Ended December 31, 2015 
 
 United States Netherlands Japan Canada China Korea 
 
 (in thousands)
 

Book income (loss)

 $(83,537)$25,988 $(69)$(850)$(21,572)$4,141 

Income tax expense

 $(3,345)$4,262 $2,345 $(391)$4,433 $1,081 

Effective tax rate

  4.0% 16.4% (3,398.6)% 46.0% (20.5)% 26.1%


 
 For the Year Ended December 31, 2014 
 
 United States Netherlands Japan Canada(1) China Korea 
 
 (in thousands)
 

Book income (loss)

 $(34,027)$8,606 $9,571 $913 $(9,144)$4,434 

Income tax expense

 $(9,692)$4,955 $3,928 $(2,623)$(623)$642 

Effective tax rate

  28.5% 57.6% 41.0% (287.3)% 6.8% 14.5%

(1)
Primarily driven by a $2.9 million net benefit related to a tax settlementthe business, the benefits associated with the Canada Revenue Agency.

The principal drivers impacting the rate other than the overall profitability or lossaudit settlement and release of the Company disclosed in our rate reconciliation table in Note 14—Income Taxes includes:

Theuncertain tax effect of non-deductible/non-taxable items changes from a $9.9 million tax benefit in 2014 (resulting in a favorable rate impact of 115.8%) to a $2.2 million tax benefit in 2015 (resulting in a favorable rate impact of 2.9%). The incremental benefit recognized in 2014 primarily related to the non-taxable nature of both foreign exchange gains and dividends in foreign jurisdictions. These benefits did not occur in the current year andpositions are not anticipated to recur on an ongoing basis.

The change in the 'Effect of rate differences' line of the rate reconciliation table is principally driven by differences in pre-tax book income between the periods compared, and the source of this income, which is subject to different jurisdiction tax rates. We employ a tax planning strategy that directly impacts the total tax expense directly attributable to the level of foreign earnings in the specific jurisdictions. However, we note that the impact on the effective rate is different due to book earnings

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While there are effective rate differences in China related to differences in operating losses, the Company also incurred additional tax expense of approximately

42




$9.5 million due to increased valuation allowances established during 2015. The impactincrease in valuation allowances or potential release of such allowances will depend upon the increase in future taxable income of the 'U.S. tax on foreign earnings' line of the rate reconciliation table includes the impact of foreign inclusions, includingCompany’s China operations. The total tax expense, accrued on undistributed foreign earnings, and related foreignassociated effective tax credits. During 2014, inclusionsrate, for these itemsJapan was also impacted in 2015 by the settlement of uncertain tax positions which resulted in $6.6a benefit of approximately $3.6 million of tax expense, reflecting an unfavorable impact of 77.4% onwhich is not likely to recur in the total provision. During 2015, inclusions for these items resulted in $32.9 million of tax expense, reflecting an unfavorable impact of 43.9% on the total provision. While foreign inclusions are primarily related to business results during a specific period, we note the primary difference between the two periods relates to the $24.6 million tax charge recognized forfuture, and the accrual of unremitted foreign earnings during 2015. We anticipate the continuationexpense for an increased valuation allowance of foreign earnings repatriation to the extent of the currently-accrued amount of $128.0 million. After such time, we will assess various cash needs in the U.S. and may repatriate future current year earnings up to the extent of future current foreign earnings on an annual basis.

Prior to fiscal year 2014, we asserted that undistributed earnings of our foreign subsidiaries were permanently reinvested. Primarily$4.8 million due to the increaseongoing operating losses in our U.S. operating obligations duringthat jurisdiction. Lastly, the current fiscal year and continued share repurchases of $86.0 million in 2015, management concluded that the ability to access certain amounts of foreign earnings would provide greater flexibility to meet domestic cash flow needs without constraining foreign objectives. Accordingly,difference in the fourth quarter of 2015, we withdrew the permanent reinvestment assertion on $79.0 million of earnings generated by certain of our foreign subsidiaries through fiscal year 2013. We provided for U.S. income taxes on $128.0 million of undistributed foreign earnings, resulting in a recognition of a deferredNetherlands effective tax liability of approximately $24.6 million. Exceptions may be made on a year-by-year basisrate relates to repatriate current year earnings of certain foreign subsidiaries based on cash needs in the U.S. Noconsistent withholding tax is dueexpense year over year, compared with respect to the repatriation of these earnings to the U.S. and none has been provided for.

We continue to evaluate the realizability of its deferred tax assets. As such, additional valuation allowances of $10.9 million on deferred tax assets are not anticipated to be realized. This isdecreased operating income in addition to the $5.4 million accrued on deferred tax assets during 2014. Furthermore, the changethat jurisdiction in the valuation allowance reflected on the cumulative schedule of deferred tax assets includes $2.8 million, which does not impact the tax provision. This amount reflects the impact on equity based on changes in cumulative translation adjustment. The specific circumstances regarding management's assertion of the realizability of certain deferred tax assets is discussed as part of the disclosures in Note 14—Income Taxes. We maintain total valuation allowances of approximately $56.6 million as of December 31, 2015, which may be reduced in the future depending upon the achieved or sustained profitability of certain entities.

During both 2014 and 2015, we recorded tax expense for audits settled during the year of $13.5 million and $1.2 million, respectively. The amount included in settlements during 2015 is net against total uncertain tax position releases during the same period relating to the same positions. Furthermore, the uncertain tax benefits line item in 2015 includes net accruals related to current year positions recorded, and is consistent with amounts accrued during prior years. We have released a significant portion of historical uncertain tax benefits based on effective and actual settlements. As such, there is not currently an expectation that uncertain tax positions will significantly impact our tax expense on an ongoing basis.
2015.

43

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We recognized state tax benefits during the period due to net operating loss recorded in the U.S., as well as applicable state modifications related to the taxability of foreign dividends.

Comparison of the Years Ended December 31, 2014 to 2013



 
 Year Ended December 31,  
  
 
 
 2014 2013 $ Change % Change 
 
 (in thousands, except per share data and average
selling price)

 

Revenues

 $1,198,223 $1,192,680 $5,543  0.5%

Cost of sales

  603,893  569,482  34,411  6.0 

Restructuring charges

  3,985    3,985  100.0 

Gross profit

  590,345  623,198  (32,853) (5.3)

Selling, general and administrative expenses

  565,712  549,154  16,558  3.0 

Restructuring charges

  20,532    20,532  100.0 

Asset impairment charges

  8,827  10,949  (2,122) (19.4)

Income (loss) from operations

  (4,726) 63,095  (67,821) (107.5)

Foreign currency transaction loss, net

  (4,885) (4,678) (207) 4.4 

Interest income

  1,664  2,432  (768) (31.6)

Interest expense

  (806) (1,016) 210  (20.7)

Other income, net

  204  126  78  61.9 

Income (loss) before income taxes

  (8,549) 59,959  (68,508) (114.3)

Income tax benefit (expense)

  3,623  (49,539) 53,162  (107.3)

Net income (loss)

 $(4,926)$10,420 $(15,346) (147.3)%

Dividends on Series A convertible preferred stock

  (11,301)   (11,301) (100.0)

Dividend equivalents on Series A convertible preferred shares related to redemption value accretion and beneficial conversion feature

  (2,735)   (2,735) (100.0)

Net income (loss) attributable to common stockholders

 $(18,962)$10,420 $(29,382) (282.0)%

Net income (loss) per common share:

             

Basic

 $(0.22)$0.12 $(0.34) (283.3)%

Diluted

 $(0.22)$0.12 $(0.34) (283.3)%

Gross margin

  49.3% 52.3% (300)bps (5.7)%

Operating margin

  (0.4)% 5.3% (570)bps (107.5)%

Footwear unit sales

  55,700  54,326  1,374  2.5%

Average footwear selling price

 $20.92 $21.27 $(0.35) (1.6)%

Revenues.    During the year ended December 31, 2014, revenues remained relatively flat, increasing $5.5 million, or 0.5%, compared to 2013 primarily due to an increase of 1.4 million, or 2.5%, in global footwear unit sales primarily driven

Revenues by improved year-over-year performance in our wholesale and internet channels. This increase was partially offset by a decrease of $0.35 per unit, or 1.6%, in average footwear selling price.

For the year ended December 31, 2014, revenues from our wholesale channel decreased $6.2 million, or 0.9%, compared to 2013, which was primarily driven by lower unit sales in our Americas and Asia Pacific segments including decreased performance in China as a result of increased distributor inventory levels and lower replenishment orders and lower average selling price in Europe and our Asia Pacific segment.

Channel

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These decreases were partially offset by a 19.2% increase in unit sales in Europe primarily driven by product volume expansion through new wholesale doors and continued support from existing customers.

For the year ended December 31, 2014, revenues from our retail channel increased $7.8 million, or 1.9%, compared to 2013, which was primarily driven by a 3.8% increase in footwear unit sales, primarily attributable to the Americas and Asia Pacific segments. This increase was partially offset by lower average selling prices in those segments. Additionally, we experienced an overall decrease of 3.7% in comparable store sales compared to the prior year. During the year ended December 31, 2014, we opened 70 and closed 104 company-operated stores.

For the year ended December 31, 2014, revenues from our internet channel increased $3.9 million, or 3.9%, compared to 2013, which was primarily driven by increased internet sales in our Asia Pacific segment partially offset by a decrease in internet sales in our Americas and Europe segments and lower average selling prices in all segments except Europe. Our internet sales totaled approximately 8.8% and 8.5% of our consolidated net sales during the years ended December 31, 2014 and 2013, respectively. We continued to benefit from our online presence through webstores worldwide enabling us to have increased access to our customers in a low cost, attractive manner and providing us with an opportunity to educate them about our products and brand. During the year ended December 31, 2014, we decreased our global company-operated e-commerce sites to 12 in order to focus our internet strategy in our principal geographical locations.

The following table summarizes our total revenue by channel for the years ended December 31, 20142015 and 2013:

 
 Year Ended December 31, Change Constant Currency
Change(1)
 
 
 2014 2013 $ % $ % 
 
 (in thousands)
 

Wholesale:

                   

Americas

 $228,615 $239,104 $(10,489) (4.4)%$(7,286) (3.0)%

Asia Pacific

  290,610  303,187  (12,577) (4.1) (5,625) (1.9)

Europe

  147,561  131,215  16,346  12.5  16,189  12.3 

Other businesses

  794  254  540  212.6  533  209.8 

Total wholesale

  667,580  673,760  (6,180) (0.9) 3,811  0.6 

Retail:

                   

Americas

  206,053  202,925  3,128  1.5  4,552  2.2 

Asia Pacific

  159,464  156,586  2,878  1.8  4,513  2.9 

Europe

  60,309  58,507  1,802  3.1  3,240  5.5 

Total retail

  425,826  418,018  7,808  1.9  12,305  2.9 

E-commerce:

                   

Americas

  55,247  56,523  (1,276) (2.3) (960) (1.7)

Asia Pacific

  23,836  17,842  5,994  33.6  6,867  38.5 

Europe

  25,734  26,537  (803) (3.0) (868) (3.3)

Total e-commerce

  104,817  100,902  3,915  3.9  5,039  5.0 

Total revenues

 $1,198,223 $1,192,680 $5,543  0.5%$21,155  1.8%

2014:
(1)
Reflects year over year change as if the current period results were in "constant currency," which is a non-GAAP financial measure. See "Use of Non-GAAP Financial Measures" above for more information.

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The table below illustrates the overall change in the number of our company-operated retail locations by type of store and reportable operating segment as of December 31, 2014 and 2013:

 
 December 31,
2013
 Opened Closed December 31,
2014
 

Company-operated retail locations

             

Type

             

Kiosk/store in store

  122  8  30  100 

Retail stores

  327  40  56  311 

Outlet stores

  170  22  18  174 

Total

  619  70  104  585 

Operating segment

             

Americas

  216  16  22  210 

Asia Pacific

  285  44  71  258 

Europe

  118  10  11  117 

Total

  619  70  104  585 
 
Years Ended
December 31,
 Change 
Constant
Currency
Change(1)
 2015 2014 $ % $ %
 (in thousands)
Wholesale: 
  
  
  
  
  
Americas$210,887
 $228,615
 $(17,728) (7.8)% $(10,241) (4.5)%
Asia Pacific255,897
 290,610
 (34,713) (11.9) (16,194) (5.6)
Europe123,131
 147,561
 (24,430) (16.6) 1,886
 1.3
Other businesses1,096
 794
 302
 38.0
 194
 24.4
Total wholesale591,011
 667,580
 (76,569) (11.5) (24,355) (3.6)
Retail: 
  
  
  
  
  
Americas197,306
 206,053
 (8,747) (4.2) (6,652) (3.2)
Asia Pacific136,320
 159,464
 (23,144) (14.5) (11,552) (7.2)
Europe44,873
 60,309
 (15,436) (25.6) (3,012) (5.0)
Total retail378,499
 425,826
 (47,327) (11.1) (21,216) (5.0)
E-commerce: 
  
  
  
  
  
Americas68,017
 55,247
 12,770
 23.1
 13,434
 24.3
Asia Pacific32,274
 23,836
 8,438
 35.4
 10,256
 43.0
Europe20,829
 25,734
 (4,905) (19.1) (380) (1.5)
Total e-commerce121,120
 104,817
 16,303
 15.6
 23,310
 22.2
Total revenues$1,090,630
 $1,198,223
 $(107,593) (9.0)% $(22,261) (1.9)%

The table below sets forth our comparable store sales by reportable operating segment for the year ended December 31, 2014 as compared to the same period in 2013:

 
 Constant Currency(2)
Year Ended
December 31, 2014
 Constant Currency(2)
Year Ended
December 31, 2013
 

Comparable store sales (retail only)(1)

       

Americas

  (4.4)% (5.8)%

Asia Pacific

  (4.7)% 0.7%

Europe

  0.7% 2.4%

Global

  (3.7)% (2.7)%

The table below sets forth our DTC comparable stores sales, which includes our e-commerce and retail operating segments, for the year ended December 31, 2014 as compared to the same period in 2013:

 
 Constant Currency(2)
Year Ended
December 31, 2014
 Constant Currency(2)
Year Ended
December 31, 2013
 

DTC comparable store sales (includes retail and e-commerce)(1)

       

Americas

  (3.8)% (7.3)%

Asia Pacific

  0.6% 3.3%

Europe

  (0.6)% 4.3%

Global

  (1.9)% (2.6)%

(1)
Comparable store status is determined on a monthly basis. Comparable store sales begin in the thirteenth month of a store's operation. Stores in which selling square footage has changed more than 15% as a result of a remodel, expansion, or reduction are excluded until the thirteenth month in which they have comparable prior year sales. Temporarily closed stores are excluded from the comparable store sales calculation during the month of closure. Location closures in excess of three months are excluded until the thirteenth month post re-opening. Comparable store sales exclude the impact of our internet channel revenues and are calculated on a currency neutral basis using historical annual average currency rates. Ecommerce revenue is based on same site sales period over period.
(1)
Reflects year over year change as if the current period results were in "constant currency," which is a non-GAAP financial measure. See "Use of Non-GAAP Financial Measures" above for more information.

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(2)
Reflects quarter over quarter change that restates current period results using prior year foreign exchange rates for the comparative period to enhance visibility of the underlying business trends, excluding the impact of foreign currency.

Comparable store sales decreased 3.7% on a global basis for the year ended December 31, 2015, compared to a decrease of 2.7% for the year ended December 31, 2014. Comparable store sales for our direct to consumer customers, which includes retail and ecommerce, decreased 1.9% on a global basis for the year ended December 31, 2015, compared to a decrease of 2.6% for the year ended December 31, 2014.

The metric "revenue adjusted for business model changes" is used by management to assess period-over-period change in the performance of our continuing operations as compared to the same quarter of the previous year. This metric is calculated on a constant currency basis and removes the impact of store closures and eliminated product lines from prior period results. We believe this metric is useful in analyzing business trends related to our ongoing operations by excluding products and locations that have been eliminated and by removing foreign currency translation adjustments which can mask the underlying performance of the business.

The table below sets forth revenues for the year ended December 31, 2014 adjusted for the prior year impact of business model changes:

 
 Year Ended
December 31,
 
 
 (in thousands)
 

GAAP revenues, for the period ended December 31, 2013

 $1,192,680 

Less: constant currency adjustment(1)

  (15,612)

Less: decrease associated with store closures

  (22,027)

Less: decrease associated with eliminated product lines

  (15,483)

Non-GAAP revenues, adjusted for business model changes

 $1,139,558 

GAAP revenues, for the period ended December 31, 2014

 
$

1,198,223
 

Percentage change

  
5.1

%


 
 Year Ended
December 31,
 
 
 (in thousands)
 

GAAP revenues, for the period ended December 31, 2012

 $1,123,301 

Less: constant currency adjustment(1)

  (29,109)

Less: decrease associated with store closures

  (27,812)

Less: decrease associated with eliminated product lines

  (13,731)

Non-GAAP revenues, adjusted for business model changes

 $1,052,649 

GAAP revenues, for the period ended December 31, 2013

 
$

1,192,680
 

Percentage change

  
13.3

%

(1)
Constant currency in a non-GAAP measure that restates current period results using prior year average foreign exchange rates for the comparative period to enhance the visibility of the underlying business trends excluding the impact of foreign currency exchange rate fluctuations.

Revenue adjusted for business model changes increased 5.1% for the year ended December 31, 2014 compared to 13.3% for the year ended December 31, 2013.


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Impact on Revenues due to Foreign Exchange Rate Fluctuations.    Changes in average foreign currency exchange rates used to translate revenues from our functional currencies to our reporting currency during the year ended December 31, 2014 decreased our revenues by $15.6 million compared to 2013.

Gross profit.Wholesale channel revenues. During the year ended December 31, 2014, gross profit2015, revenues from our wholesale channel decreased $32.9$76.6 million, or 5.3%11.5%, compared to 2013, which was primarily attributable to a $34.4 million, or 6.0%, increase in cost of sales, excluding restructuring, partially offset by a 0.5% increase in revenue. Gross margin percentage decreased 298 basis points compared to the same period in 2013.2014. The declinedecrease in gross margin percentagewholesale channel revenues was primarily driven bydue to the net impact of: (i) an $8.7 million, or 1.3%, increase in obsolete inventory of $8.1sales volumes, (ii) a $33.0 million, for the year ended December 31, 2014 compared to 2013 primarily driven by inventory obsolescence in China, $4.0 million of costs related to restructuring and the evolution of our product assortment and is consistent with our product strategy. In addition, we experienced unit sales volume difficulty in our Americas market, lower than expected unit sales in China leading to decreased gross margins, as average margins in China are typically higher than the global average, and increased shipping costs globally.

Impact on Gross Profitor 5.0%, decrease due to Foreign Exchange Rate Fluctuations.    Changes ina lower average foreign currency exchange rates used to translate revenuessales price, and costs of sales from our functional currencies to our reporting currency during the year ended December 31, 2014 decreased our gross profit by $9.2 million compared to 2013.

Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased $16.6(iii) a $52.2 million, or 3.0%7.8%, during the year ended December 31, 2014 compareddecrease due to the same period in 2013. As a percentage of revenue, selling, general and administrative expenses increased 117 basis points to 47.2% from 46.0% during the year ended December 31, 2014 compared to 2013. This increase was predominately due to year over year increases of $16.7 million in professional fees and other outside services, $10.2 million increases in bad debt expense, primarily related to delayed payments from distributors in China and Southeast Asia, and an increase of $7.2 million related to rising rental rates and repairs and maintenance for retail locations. We slowed the expansion of our retail channel and closed 104 company-operated locations between December 31, 2013 and December 31, 2014. These increases were partially offset by a decrease of approximately $5.4 million related to the reduction in headcount, $2.7 million related to travel reductions and other cost saving and mitigation initiatives.

In addition to these fluctuations, we have identified certain selling, general and administrative expenses that affect the comparability or underlying business trends in our consolidated financial statements. The following table summarizes these expenses as well as details the additional drivers of the increase above by reconciling our GAAP selling, general and administrative expenses to non-GAAP selling, general and administrative expenses:

 
 Year Ended
December 31,
 
 
 2014 2013 
 
 (in thousands)
 

Selling, general and administrative expenses reconciliation:

       

GAAP selling, general and administrative expenses

 $565,712 $549,154 

ERP implementation(1)

  (13,268) (8,893)

Reorganization charges(2)

  (8,872) (466)

Legal settlements(3)

  (2,646) (5,714)

Brazil tax credits(4)

    (6,094)

Non-GAAP selling, general and administrative expenses

 $540,926 $527,987 

(1)
This represents operating expenses related to the implementation of our new ERP system and the add-back of accelerated depreciation and amortization on tangible and intangible

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    items related to our current ERP system and supporting platforms that will no longer be utilized once the implementation of a new ERP is complete.

(2)
This relates to bonuses, consulting fees and other expenses related to recent restructuring activities and our investment agreement with Blackstone.

(3)
This represents legal settlement expenses.

(4)
This represents a net expense related to the resolution of a statutory tax audit in Brazil.

Impact on Selling, General, and Administrative Expenses due to Foreign Exchange Rate Fluctuations.    Changes in average foreign currency exchange rates used to translate expenses from our functional currencies to our reporting currency during the year ended December 31, 2014, negatively impacted, or increased, selling, general and administrative expenses by approximately $6.0 million compared to 2013.

Restructuring Charges.    We recorded $24.5 million in restructuring charges during the year ended December 31, 2014. These restructuring charges arose primarily as a result of our strategic plans for long-term improvement and growth of the business. Restructuring charges for the year ended December 31, 2014 consisted of:

(i)
$12.5 million in severance costs, of which $3.7 million was related to the termination of executive management and $3.6 million was related to the reductions in workforce announced on July 21, 2014;

(ii)
$7.8 million in other restructuring costs primarily related to the write-off of long-lived assets associated with the exiting of retail locations and obsolete inventory; and

(iii)
$4.2 million in contract termination costs primarily related to the early termination of operating leases and sponsorship agreements.

Asset Impairment Charges.    We recorded $8.8 million in asset impairment charges during the year ended December 31, 2014, a decrease of $2.1 million compared to 2013, related to certain underperforming retail locations in our Americas, Europe, and Asia Pacific segments that were unlikely to generate sufficient cash flows to fully recover the carrying value of the stores' assets over their remaining economic life.

Foreign Currency Transaction Losses.    The line item entitled foreign currency transaction losses, net is comprisedunfavorable impact of foreign currency gains and losses from the re-measurement and settlement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments. During the year ended December 31, 2014, losses on foreign currency transactions increased $0.2 million, or 4.4%, as compared to 2013.translation.

Income tax expense.Retail channel revenues. During the year ended December 31, 2014, we recognized a benefit2015, revenues from income tax of $3.6our retail channel decreased $47.3 million, or 11.1%, compared to an expense of $49.5 millionthe same period in 2013. Our effective tax rate decreased primarily2014. The decrease in retail channel revenues was due to the releasenet impact of: (i) a $7.0 million, or 1.6%, decrease in sales volumes, (ii) a $14.2 million, or 3.4%, decrease due to a lower average sales price, and (iii) a $26.1 million, or 6.1%, decrease due to the favorable impact of certain unrecognized tax benefits as the result of settling the Company's audits with the Canada Revenue Agency and the Internal Revenue Service. Our effective tax rate forforeign currency translation.

E-commerce channel revenues. During the year ended December 31, 2014 differs2015, revenues from our e-commerce channel increased $16.3 million, or 15.6%, compared to the federal U.S. statutory rate primarily because ofsame period in 2014. The increase in e-commerce revenues was due to the release of certain unrecognized tax benefits as well as differences between income tax rates between U.S.net impact of: (i) a $47.4 million, or 45.2%, increase in sales volumes (primarily due to increased sales volumes in the Americas and foreign jurisdictions.

Presentation of Reportable Segments

For 2015, we had three reportable operating segments based on the geographic nature of our operations: America, Asia Pacific segments), (ii) a $24.1 million, or 22.9%, decrease due to a lower average sales price, and Europe. We also have an "Other businesses" category which aggregates insignificant operating segments that do not meet(iii) a $7.0 million, or 6.7%, decrease associated with the reportable segment threshold and represents manufacturing operations located in Mexico, Italy and Asia.

For 2014 and 2013, we had four reportable operating segments: Americas, Asia Pacific, Japan and Europe. Subsequent to December 31, 2014, our internal reports reviewed by the Chief Operating Decision Maker

unfavorable impact of foreign currency translation.

44

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("CODM") began consolidating Japan into the Asia Pacific segment. This aligned our internal reporting to our new strategic model and management structure, as Japan and Asia Pacific were managed and analyzed as one operating segment in 2015 by management and the CODM. Accordingly, prior period segment results have been reclassified to reflect this change. The composition of our reportable operating segments is consistent with that used by our CODM to evaluate performance and allocate resources.

Each of our reportable operating segments derives its revenues from the sale of footwear and accessories to external customers as well as intersegment sales. Revenues of the "Other businesses" category are primarily made up of intersegment sales. The remaining revenues for the "Other businesses" represent non-footwear product sales to external customers. Intersegment sales are not included in the measurement of segment operating income or regularly reviewed by the CODM and are eliminated when deriving total consolidated revenues.

The primary financial measure utilized by the CODM to evaluate performance and allocate resources is segment operating income. Segment performance evaluation is based primarily on segment results without allocating corporate expenses, or indirect general, administrative and other expenses. Segment profits or losses of our reportable operating segments include adjustments to eliminate intersegment profit or losses on intersegment sales. As such, reconciling items for segment operating income represent unallocated corporate and other expenses as well as intersegment eliminations. Segment assets consist of cash and cash equivalents, accounts receivable, and inventory as these balances are regularly reviewed by the CODM.


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Comparison of the Years Ended December 31, 2015 and 2014 by Segment



Reportable Operating Segments
The following table sets forth information related to our reportable operating business segments for the years ended December 31, 2015 and 2014:


 Year Ended December 31, Change 
Constant Currency
Change(3)
 2015 2014 $ % $ %
 (in thousands, except % data)
Revenues: 
  
  
  
  
  
Americas$476,210
 $489,915
 $(13,705) (2.8)% $(3,459) (0.7)%
Asia Pacific424,491
 473,910
 (49,419) (10.4) (17,490) (3.7)
Europe188,833
 233,604
 (44,771) (19.2) (1,506) (0.6)
Total segment revenues1,089,534
 1,197,429
 (107,895) (9.0) (22,455) (1.9)
Other businesses1,096
 794
 302
 38.0
 194
 24.4
Total consolidated revenues$1,090,630
 $1,198,223
 $(107,593) (9.0)% $(22,261) (1.9)%
Operating income: 
  
  
  
  
  
Americas$49,422
 $48,347
 $1,075
 2.2 % $1,251
 2.6 %
Asia Pacific48,447
 75,135
 (26,688) (35.5) (20,730) (27.6)
Europe15,629
 24,517
 (8,888) (36.3) (2,507) (10.2)
Total segment operating income113,498
 147,999
 (34,501) (23.3) (21,986) (14.9)
            
Reconciliation of total segment operating income to income before income taxes: 
  
  
  
  
  
Other businesses(1)
(30,092) (19,400) (10,692) 55.1
 (13,410) 69.1
Intersegment eliminations
 (1,498) 1,498
 (100.0) 
 
Unallocated corporate and other(2)
(155,730) (131,827) (23,903) 18.1
 (36,917) 28.0
Total consolidated operating income (loss)$(72,324) $(4,726) $(67,598) $1,430.3
 $(72,313) 1,530.1 %
Foreign currency loss, net(3,332) (4,885) 1,553
 (31.8)  
  
Interest income967
 1,664
 (697) (41.9)  
  
Interest expense(969) (806) (163) 20.2
  
  
Other income (expense), net914
 204
 710
 348.0
  
  
Income (loss) before income taxes$(74,744) $(8,549) $(66,195) 774.3 %  
  

(1)
During the year ended December 31, 2015, operating losses of Other businesses increased $10.7 million compared to 2014, primarily due to a $12.0 million decrease in gross margin.
(2)
Includes a corporate component consisting primarily of corporate support and administrative functions, costs associated with share-based compensation, research and development, brand marketing, legal, depreciation on corporate and other assets not allocated to operating segments and other corporate costs. For the year ended December 31, 2015, 'Unallocated corporate and other' operating losses increased $23.9 million compared to the same period in 2014, primarily due to an increase in administrative expenses.
(3)
Reflects year over year change as if the current period results were in "constant currency," which is a non-GAAP financial measure. See "Use of Non-GAAP Financial Measures" above for more information.
 
 Year Ended December 31, Change Constant Currency
Change(3)
 
 
 2015 2014 $ % $ % 
 
 (in thousands, except % data)
 

Revenues:

                   

Americas

 $476,210 $489,915 $(13,705) (2.8)%$(3,459) (0.7)%

Asia Pacific

  424,491  473,910  (49,419) (10.4) (17,490) (3.7)

Europe

  188,833  233,604  (44,771) (19.2) (1,506) (0.6)

Total segment revenues

  1,089,534  1,197,429  (107,895) (9.0) (22,455) (1.9)

Other businesses

  1,096  794  302  38.0  194  24.4 

Total consolidated revenues

 $1,090,630 $1,198,223 $(107,593) (9.0)%$(22,261) (1.9)%

Operating income:

                   

Americas

 $49,422 $48,347 $1,075  2.2%$1,251  2.6%

Asia Pacific

  48,447  75,135  (26,688) (35.5) (20,730) (27.6)

Europe

  15,629  24,517  (8,888) (36.3) (2,507) (10.2)

Total segment operating income

  113,498  147,999  (34,501) (23.3) (21,986) (14.9)

Reconciliation of total segment operating income to income before income taxes:

  
 
  
 
  
 
  
 
  
 
  
 
 

Other businesses(1)

  (30,092) (19,400) (10,692) 55.1  (13,410) 69.1 

Intersegment eliminations

    (1,498) 1,498  (100.0)    

Unallocated corporate and other(2)

  (155,730) (131,827) (23,903) 18.1  (36,917) 28.0 

Total consolidated operating income (loss)

  (72,324) (4,726) (67,598) 1,430.3 $(72,313) 1,530.1%

Foreign currency transaction gain (loss), net

  (3,332) (4,885) 1,553  (31.8)      

Interest income

  967  1,664  (697) (41.9)      

Interest expense

  (969) (806) (163) 20.2       

Other income (expense), net

  914  204  710  348.0       

Income (loss) before income taxes

 $(74,744)$(8,549)$(66,195) 774.3%      




45

(1)
During the year ended December 31, 2015, operating losses of Other businesses increased $10.7 million compared to 2014, primarily due to a $12.0 million decrease in gross margin.

(2)
Includes a corporate component consisting primarily of corporate support and administrative functions, costs associated with share-based compensation, research and development, brand marketing, legal, depreciation on corporate and other assets not allocated to operating segments and other corporate costs. For the year ended December 31, 2015, 'Unallocated corporate and other' operating losses increased $23.9 million compared to the same period in 2014, primarily due to an increase in administrative expenses.


(3)
Reflects year over year change as if the current period results were in "constant currency," which is a non-GAAP financial measure. See "Use of Non-GAAP Financial Measures" above for more information.

Americas Operating Segment.Segment
Revenues. During the year ended December 31, 2015, revenues fromfor our Americas segment decreased $13.7 million, or 2.8%, compared to the same period in 2014 primarily2014. The decrease in the Americas segment revenues was due to


Table the net impact of: (i) a $17.8 million, or 3.6%, increase related to higher sales volumes, (ii) a $21.3 million, or 4.3%, decrease related to a lower average sales price, and (iii) a $10.2 million, or 2.1%, decrease due to the unfavorable impact of Contents

unfavorable foreign currency fluctuations, a negative impacttranslation.


Future changes in the average sales price per unit in any of store closures,our operating segments will be impacted by: (i) the mix of products sold, (ii) the sales channel (as we generally realize higher sales prices from our retail and decreased average selling prices, partially offset by increasede-commerce channels as compared to our wholesale channel), and (iii) the level of sales volume,discounts and incentives we offer our customers.
Cost of Sales (including restructuring charge).

During the year ended December 31, 2015, cost of sales for our Americas segment operating income increased $1.1decreased $4.0 million, or 2.2%1.6%, compared to the same period in 2014 primarily related to the2014. The net effect of:

(i)
a decrease in revenue of $13.7 million, or 2.8%, slightly offset by a decrease in cost of sales of $3.9was due to: (i) a $9.2 million, or 1.5%;

3.6%, increase due to higher sales volumes, (ii)
a $6.2 million, or 2.4%, decrease due to lower average costs per unit sold, (iii) a $5.8 million, or 2.3%, decrease due to the impact of foreign currency translation, and (iv) a $1.2 million, or 0.4%, decrease associated with lower restructuring charges recorded in cost of sales (these restructuring efforts were completed as of December 31, 2015).
Gross Profit. The combined impact of the decrease in the Americas segment revenues and cost of sales resulted in a $9.7 million, or 4.2%, decrease in gross profit during the year ended December 31, 2015 compared to the same period in 2014. The net decrease in the Americas segment gross profit was due to: (i) a $15.1 million, or 6.4%, decrease due to the combined impact of a lower average sale price partially offset by a lower average cost per unit sold, (ii) an $8.6 million, or 3.7%, increase due to higher sales volumes, (iii) a $4.4 million, or 1.9%, decrease due to the impact of foreign currency translation, and (iv) a $1.2 million, or 0.4%, increase due to lower restructuring costs recorded in cost of sales.

SG&A. During the year ended December 31, 2015, SG&A for the Americas segment decreased $12.3 million, or 6.9%, compared to the same period in selling, general and administrative expenses related to lower employee2014. This net decrease is primarily due to: (i) a $7.3 million, or 4.1%, decrease in compensation expense, lower building expense, and lower depreciation and amortization expense, partially offset by higher marketing expense;

(iii)
(ii) a $4.2 million, or 2.3%, decrease in restructuringrent expense, (iii) a $1.2 million, or 0.7%, decrease in contract labor, and (iv) and other items that are individually insignificant.

Restructuring Charges. Restructuring charges for the Americas segment decreased $1.7 million as compared to the prior year as the majority of $1.8our restructure efforts were completed in 2014.

Asset Impairment Charges. Asset impairment charges for the Americas segment increased $3.2 million relatedfor the year ended December 31, 2015 as compared to severance and store closure costs; andthe same period in 2014. This increase is largely due to the impairment of certain retail locations that experienced declining sales volumes.


(iv)
an
Income from Operations. The $1.1 million, or 2.2%, increase in retailincome from operations for the Americas segment is due to the net impact of: (i) a $9.7 million decrease in gross profit, as discussed above, (ii) a $12.3 million decrease in SG&A, as discussed above, (iii) a $1.7 million decrease in restructure charges, as discussed above, and (iv) a $3.2 million increase in asset impairment of $3.2 million.

charges, as discussed above.


Asia Pacific Operating Segment.Segment
Revenues. During the year ended December 31, 2015, revenues fromfor our Asia Pacific segment decreased $49.4 million, or 10.4%, compared to the same period in 2014. The decrease in the Asia Pacific segment revenues was due to the net impact of: (i) an $11.0 million, or 2.3%, increase due to higher sales volumes, (ii) a $28.5 million, or 6.0%, decrease in the average sales price and (iii) a $31.9 million, or 6.7%, decrease due to the unfavorable impact of foreign currency translation.
Cost of Sales. During the year ended December 31, 2015, cost of sales for our Asia Pacific segment decreased $21.7 million, or 8.9%, compared to the same period in 2014. The decrease in the Asia Pacific segment cost of sales was due to the net impact of: (i) a $4.9 million, or 2.3%, increase due to higher sales volumes, (ii) a $9.6 million, or 4.5%, decrease due to lower average costs per unit sold, (iii) a $14.2 million, or 6.7%, decrease due to the impact of foreign currency translation, and (iv) a $2.8 million, or 1.3%, decrease associated with lower restructuring charges recorded in cost of sales (these restructuring efforts were completed as of December 31, 2015).
Gross Profit. During the year ended December 31, 2015, gross profit for the Asia Pacific segment decreased $27.7 million, or 10.7%, and gross margin decreased 18 basis points compared to the same period in 2014 to 54.4%. The decrease in the Asia Pacific

46




segment gross profit is due to the net impact of: (i) a $6.1 million, or 2.4%, increase due to higher sales volumes, (ii) a $16.1 million, or 6.3%, decrease due to a lower average sales prices in excess of a lower average cost per unit, and (iii) a $17.7 million, or 6.8%, decrease due to the impact of foreign currency translation.

SG&A. During the year ended December 31, 2015, SG&A for our Asia Pacific segment decreased $3.6 million, or 2.0%, compared to the same period in 2014. The decrease in SG&A was primarily due to the net impact of: (i) a $10.0 million decrease associated with salaries and wages, (ii) a $14.3 million increase associated with bad debt expense.

Restructuring Charges. Restructuring charges for the Asia Pacific segment were $3.5 million for the year ended December 31, 2015 compared to $3.5 million in the same period of 2014.

Asset Impairment Charges. Asset impairment charges for the Asia Pacific segment were $6.5 million for the year ended December 31, 2015, compared to $2.8 million in the same period of 2014, primarily due a decreasethe impairments associated with unfavorable foreign currency fluctuations, lower average selling prices, the negative impactsale of store closures, partially offset by a slightly higher sales volume.the South Africa operations.

Our Asia Pacific operating segment continues to perform poorly primarily due to adverse macro-economic conditions and overall weakness in China's economy. The macro-economic environment in China has deteriorated over the past several quarters which has decreased revenue from our China operations by 53.0%, for the year ended December 31, 2015 as compared to the same period in 2014. We have also experienced significant declines in collection rates from our China operations due to the adverse macro-economic environment and the deteriorating working capital position of our distributors. The impact of these declines became apparent in September 2015, when multiple China distributors defaulted on their payment obligations. As a result, we have reassessed the collectability of our accounts receivable balances, for our China operations, and we concluded a significant increase in reserves is required. Accordingly, we have increased our China allowance for doubtful accounts by an additional $23.2 million, resulting in total allowances for our China operations of $30.3 million as of December 31, 2015. Our net accounts receivable balance for our China operations as of December 31, 2015 is $5.1 million.

If the economic conditions in China continue to decline, we may experience further reductions in consumer demand in our China markets which could result in additional declines. As our China operations represent approximately 8% of our total revenue, declining sales volumes in China could have a material adverse impact on our financial results in future periods.

During the year ended December 31, 2015, segment operating income decreased $26.7 million, or 35.5%, compared to the same period in 2014 primarily related to the net effect of:

(i)
a decrease in revenue of $49.4 million, or 10.4% due to unfavorable foreign currency fluctuations, and a decrease in footwear units sold, partially offset by a decrease in cost of sales of $21.7 million, or 10.1%;

(ii)
a decrease of $3.6 million, or 2.0%, in selling, general and administrative expenses primarily as a result of bad debt expense relating to China, partially offset by lower employee compensation related expenses and lower rent and occupancy related expenses;

(iii)
a decrease in restructuring expense of $1.1 million related to severance and store closure costs; and

(iv)
an increase in retail asset impairment of $3.7 million.

Europe Operating Segment.Segment
Revenues. During the year ended December 31, 2015, revenues fromfor our Europe segment decreased $44.8 million, or 19.2%, compared to the same period in 2014, primarily2015. The decrease in the Europe segment revenues was due to unfavorable


Tablethe net impact of: (i) an $8.2 million, or 3.5%, increase due to higher sales volumes, (ii) a $9.7 million, or 4.2%, decrease due to a lower average sales price, and (iii) a $43.3 million, or 18.5%, decrease due to the impact of Contents

foreign currency fluctuations, and the negative impacttranslation.


Cost of store closures, partially offset an increase in sales volume.

Sales.During the year ended December 31, 2015, cost of sales for our Europe segment operating income decreased $8.9$16.4 million, or 36.3%14.1%, compared to the same period in 2015. The decrease in the Europe segment cost of sales was due to the net impact of: (i) a $4.1 million, or 3.5%, increase due to higher sales volumes, (ii) a $2.7 million or 2.3%, decrease due to lower average cost per unit sold and (iii) a $17.9 million, or 15.4% decrease due to the impact of foreign currency translation.


Gross Profit. During the year ended December 31, 2015, gross profit for our Europe segment decreased $28.4 million, or 24.2%, and gross margin decreased 311 basis points compared to the same period in 2015, to 47.2%. The decrease in the Europe segment gross profit is due to the net impact of: (i) a $4.1 million, or 3.5%, increase due to higher sales volumes, (ii) a $7.1 million, or 6.1%, decrease due to a lower average sales price in excess of the decrease in costs per unit, and (iii) a $25.4 million, or 21.6%, decrease due to the impact of foreign currency translation.

SG&A. During the year ended December 31, 2015, SG&A for our Europe segment decreased $17.9 million, or 20.6%, compared to the same period in 2014. The decrease in SG&A was primarily due to the net impact of: (i) a $9.5 million decrease associated with salaries and wages, (ii) a $6.7 million decrease associated with building expenses, and (iii) a $2.2 million decrease in services expense.

Restructuring Charges. Restructuring charges for our Europe segment were $2.8 million for the year ended December 31, 2015, compared to $4.0 million in the same period of 2014.

Asset Impairment Charges. Asset impairment charges for our Europe segment were $1.6 million for the year ended December 31, 2015, compared to $2.0 million in the same period of 2014.


47




The changes in the number of our company-operated retail locations by reportable operating segment and type of store were:
 
December 31,
2014
 Opened Closed 
December 31,
2015
Company-operated retail locations 
  
  
  
Type 
  
  
  
Kiosk/store in store100
 11
 13
 98
Retail stores311
 15
 51
 275
Outlet stores174
 16
 4
 186
Total585
 42
 68
 559
Operating segment 
  
  
  
Americas210
 4
 18
 196
Asia Pacific258
 36
 33
 261
Europe117
 2
 17
 102
Total585
 42
 68
 559

Comparable retail store sales and Direct to Consumer store sales by reportable operating segment are as follows:
 
Constant Currency(2)
Year Ended
December 31, 2015
 
Constant Currency(2)
Year Ended
December 31, 2014
Comparable store sales (retail only)(1)
 
  
Americas(3.2)% (4.4)%
Asia Pacific(4.5)% (4.7)%
Europe3.0 % 0.7 %
Global(2.8)% (3.7)%

 
Constant Currency(2)
Year Ended
December 31, 2015
 
Constant Currency(2)
Year Ended
December 31, 2014
DTC comparable store sales (includes retail and e-commerce)(1)
 
  
Americas3.3% (3.8)%
Asia Pacific3.0% 0.6 %
Europe7.8% (0.6)%
Global3.9% (1.9)%

(1)
Comparable store status is determined on a monthly basis. Comparable store sales includes the revenues of stores that have been in operation for more than twelve months. Stores in which selling square footage has changed more than 15% as a result of a remodel, expansion or reduction are excluded until the thirteenth month in which they have comparable prior year sales. Temporarily closed stores are excluded from the comparable store sales calculation during the month of closure. Location closures in excess of three months are excluded until the thirteenth month post re-opening. E-commerce revenues are based on same site sales period over period.
(2)
Reflects quarter over quarter change on a “constant currency” basis, which is a non-GAAP financial measure that restates current period results using prior year foreign exchange rates for the comparative period to enhance visibility of the underlying business trends, excluding the impact of foreign currency.

Comparable store sales decreased 2.8% on a global basis for the year ended December 31, 2015, compared to a decrease of 3.7% for the year ended December 31, 2014. Comparable store sales for our direct to consumer customers, which includes retail and ecommerce, increased 3.9% on a global basis for the year ended December 31, 2015, compared to a decrease of 1.9% for the year ended December 31, 2014.

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Impact on revenues due to foreign exchange rate fluctuations.    Changes in average foreign currency exchange rates used to translate revenue from our functional currencies to our reporting currency during the year ended December 31, 2015 resulted in an $85.3 million decrease in revenue compared to the same period in 2014.
Gross profit.    During the year ended December 31, 2015, gross profit decreased $79.5 million, or 13.5%, compared to the same period in 2014, and was primarily relatedattributable to the net effect of:

(i)
a9.0% decrease in revenue of $44.8 million, or 19.2%, and a decrease in cost of salespartially offset by $16.4 million, or 14.1%;

(ii)
a decrease of $17.9$24.1 million, or 20.6% , in selling, general and administrative expenses related4.0% to lower employee compensation related expenses, lower professional services expense, partially offset by an increase in marketing andcost of sales expenses;

(iii)
a decrease in restructuring charges of $1.1 million related to severance and store closure costs; and

(iv)
a decrease in asset impairment of $0.4 million.

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Comparison of the Years Ended December 31, 2014 and 2013 by Segment

The following table sets forth information related to our reportable operating business segments for the years ended December 31, 2014 and 2013:

 
 Year Ended December 31, Change Constant Currency Change(3) 
 
 2014 2013 $ % $ % 
 
 (in thousands, except % data)
 

Revenues:

                   

Americas

 $489,915 $498,552 $(8,637) (1.7)%$(3,694) (0.7)%

Asia Pacific

  473,910  477,615  (3,705) (0.8) 5,755  1.2 

Europe

  233,604  216,259  17,345  8.0  18,561  8.6 

Total segment revenues

  1,197,429  1,192,426  5,003  0.4  20,622  1.7 

Other businesses

  794  254  540  212.6  533  209.8 

Total consolidated revenues

 $1,198,223 $1,192,680 $5,543  0.5%$21,155  1.8%

Operating income:

                   

Americas

 $48,347 $61,894 $(13,547) (21.9)%$(13,944) (22.5)%

Asia Pacific

  75,135  118,253  (43,118) (36.5) (38,855) (32.9)

Europe

  24,517  16,192  8,325  51.4  7,021  43.4 

Total segment operating income

  147,999  196,339  (48,340) (24.6) (45,778) (23.3)

Reconciliation of total segment operating income to income before income taxes:

  
 
  
 
  
 
  
 
  
 
  
 
 

Other businesses(1)

  (19,400) (20,811) 1,411  (6.8) 1,504  (7.2)

Intersegment eliminations

  (1,498) 61  (1,559) (2,555.7) (1,559) (2,555.7)

Unallocated corporate and other(2)

  (131,827) (112,494) (19,333) 17.2  (13,500) 12.0 

Total consolidated operating income (loss)

  (4,726) 63,095  (67,821) (107.5)$(59,333) (94.0)%

Foreign currency transaction gain (loss), net

  (4,885) (4,678) (207) 4.4       

Interest income

  1,664  2,432  (768) (31.6)      

Interest expense

  (806) (1,016) 210  (20.7)      

Other income (expense), net

  204  126  78  61.9       

Income (loss) before income taxes

 $(8,549)$59,959 $(68,508) (114.3)%      

(1)
During the year ended December 31, 2014, operating losses of Other businesses decreased $1.4 million compared to 2013, primarily due to a $1.5 million increase in gross margin offset by a $0.1 million increase in selling, general and administrative expenses.

(2)
Includes a corporate component consisting primarily of corporate support and administrative functions, costs associated with share-based compensation, research and development, brand marketing, legal, depreciation on corporate and other assets not allocated to operating segments and costs of the same nature of certain corporate holding companies. For the year ended December 31, 2014, Unallocated corporate and other operating losses increased $19.3 million compared to the same period in 2013,2014 primarily due to $8.9 million restructuring charges relatedforeign currency translation. Gross margin percentage decreased 250 basis points compared to the terminationsame period in 2014.
Impact on gross profit due to foreign exchange rate fluctuations.    Changes in average foreign currency exchange rates used to translate revenue and costs of certain employees and executives and a write-off of obsolete inventory relatedsales from our functional currencies to an exited business line and an $8.1 million increase in selling, general and administrative expenses primarily related to the implementation of our ERP system and our investment agreement with Blackstone partially offset by cost savings in variable compensation.

(3)
Reflects year over year change as if the current period results were in "constantreporting currency" which is a non-GAAP financial measure. See "Use of Non-GAAP Financial Measures" above for more information.

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Americas Operating Segment.    During during the year ended December 31, 2014, revenues from2015 decreased our Americas segment decreased $8.6gross profit by $41.7 million, or 1.7%7.1%, compared to 2013 primarily duethe same period in 2014.


Liquidity and Capital Resources
Cash and cash equivalents were $147.6 million at December 31, 2016, compared to $143.3 million at December 31, 2015. Cash and cash equivalents increased during 2016 by $4.2 million compared to a 3.2% decrease of $124.2 million during 2015. We did not make any repurchases of our common stock during 2016 compared to repurchases of $85.9 million during 2015. The remaining increase in footwear units soldcash and cash equivalents in 2016 primarily resulted from increases of $30.1 million in net loss adjusted for non-cash items and working capital items, $13.5 million from the effects of exchange rates and $1.1 million of other financing activities.
Year Ended December 31, 2016 Compared to Year Ended December 31, 2015
Cash Flows
 Years Ended December 31,
 2016 2015
Change
 (in thousands)
Cash provided by (used in) operating activities$39,754
 $9,698
 $30,056
Cash used in investing activities(18,657) (18,627) (30)
Cash used in financing activities(16,443) (101,260) 84,817
Effect of exchange rate changes on cash(430) (13,982) 13,552
Net increase (decrease) in cash and cash equivalents$4,224
 $(124,171) $128,395

Net Cash Provided by Operating Activities. Cash provided by operating activities increased to $39.8 million during 2016 compared to $9.7 million during 2015. The $30.1 million net increase in cash provided by operating activities resulted from the net effects of a $4.9$13.8 million unfavorable impactincrease in cash from foreign currency fluctuations driven by weakeningnet loss adjusted for non-cash items, and improved cash from operating assets of the Brazilian Real against the U.S. Dollar. This decrease was$16.3 million, primarily in working capital. The $13.8 million increase in cash from net loss adjusted for non-cash items include a $66.7 million improvement in net loss, partially offset by a 2.2%$52.9 million decrease in non-cash items, which consist of: (i) a $22.8 million decrease from the prior year in non-cash expense associated with doubtful accounts, primarily in Asia; (ii) a $15.3 million decrease from the prior year in asset impairments related to closed retail locations and inventory reserves; (iii) an $8.2 million increase in average footwear unit selling price. During the year ended December 31, 2014, revenue declines for the region were realized primarilynet unrealized foreign currency gains; and (iv) a $6.7 million decrease from other non-cash items.
Improvements in the wholesale channel whichcash from operating acitivites of $16.3 million include: (i) reductions in accounts receivable of $18.0 million; (ii) reductions in inventories of $29.0 million due to increased inventory management efforts; offset in part by decreases in accounts payable and accrued expenses of $29.6 million; and (iv) other working capital items that decreased $10.5cash from operations by $1.1 million.

Net Cash Used in Investing Activities.Net cash used in investing activities was $18.7 million or 4.4%, and in the internet channel which decreased $1.3 million, or 2.3%,during 2016 compared to 2013.$18.6 million during 2015. The decrease$3.7 million increase in wholesale channel revenuecapital expenditures, primarily associated with enhancements to our information technology infrastructure, was predominately driven by a mix of lower than anticipated at-once orders as a result of accounts remaining lean on inventory in the first half of the year and a decline in activity in our Latin and South American markets partially offset by an increase in activity inproceeds received of approximately $2.4 million on the United States. The decrease in internet channel revenue was predominately driven by a decrease in average footwear selling price partially offset by an increase in footwear unit salessale of our South Africa business and increased conversion and traffic. Partially offsetting this decrease was a $3.1 million, or 1.5%, increase in retail channel revenues, which is primarily the result of higher unit sales. Comparable store sales decreased 4.4% due to the impact of foreign currency translation adjustments into our reporting currency.

During the year ended December 31, 2014, segment operating income decreased $13.5 million, or 21.9%, compared to 2013 primarily related to:

(i)
a decrease in segment gross margins of $13.2 million, or 5.3%, primarily related to higher material costs and an increase of $1.2 million of inventory written offother investing activities.

Net Cash Used in Financing Activities. Net cash used in financing activities decreased to $16.4 million during 2016 compared to $101.3 million during 2015. The decrease of $84.9 million was primarily attributable to the net impact of: (i) we made no repurchases of our common shares during 2016 as compared to repurchases of $85.9 million during 2015; (ii) a $1.4 million decrease in cash received in 2016 from issuances of common stock associated with our stock compensation plans compared to 2015; and (iii) other cash used in financing activities related to obsolete inventory including raw materials, footwearnet borrowings and other accessories;

(ii)
$4.3 million in restructuring charges related to the reorganization ofrepayments associated with our business in Brazil, severance costs in the United States and an inventory write-down related to an exited business line; and

(iii)
Partially offsetting these negative impacts to operating income was a decrease of $2.8 million, or 1.6%, in selling, general and administrative expenses as a result of lower marketing expenses partially offset by higher rent and maintenance fees.

Asia Pacific Operating Segment.Senior Revolving Credit Facility.    During the year ended December 31, 2014, revenues from our Asia Pacific segment decreased $3.7 million, or 0.8%, compared to 2013 primarily due to a 12.5% decrease in average footwear selling price and a $9.4 million unfavorable impact from foreign currency fluctuations partially offset by a 1.2% increase in footwear units sold. During the year ended December 31, 2014, we realized revenue growth of 33.6% in the region in the internet channel compared to 2013. Partially offsetting this increase was a decrease of $11.6 million, or 4.0%, in the wholesale channel revenues, primarily due to a decrease in third and fourth quarter performance in our China business as a result of increased distributor inventory levels and lower replenishment orders. Our retail channel revenues increased $7.8 million, or 1.9%, primarily due to increased traffic during the year and the addition of 44 company-operated stores since December 31, 2013 as we focused on high-traffic, outlet locations partially offset by a 4.7% decrease in comparable store sales. The closure of 71 underperforming company-operated stores and temporary locations since December 31, 2013 did not have an unfavorable impact on revenues.

During the year ended December 31, 2014, segment operating income decreased $43.1 million, or 36.5%, compared to 2013 primarily related to:

(i)
an increase of $14.0 million, or 8.6%, in selling, general and administrative expenses due to an increase in reserves for doubtful accounts as a result of delayed payments from distributors in China and Southeast Asia and an increase in sales expenses, that was partially offset by a reduction of employee expenses related to the reduction of retail locations;

(ii)
a decrease in segment gross margins of $21.8 million, or 7.8%, primarily related to an increase of $4.0 million of inventory written off related to obsolete inventory including raw materials, footwear and other accessories;

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(iii)
$4.6 million in restructuring charges related to severance and store closure costs; and


(iv)
a $2.6 million increase in retail asset impairment charges related to the long-lived assets.

Europe Operating Segment.    During the year ended


Year Ended December 31, 2014, revenues from our Europe segment increased $17.3 million, or 8.0%, compared2015 Compared to 2013 primarily due to a 15.1% increase in footwear units sold, which was partially offset by a 8.8% decrease in average footwear unit selling price. This contrasting increase in average footwear units sold and decrease in average footwear unit selling price is primarily related to discounting on certain products during the first half of the year in our wholesale channel. In addition to sales metrics, our Europe segment realized a $1.2 million unfavorable impact from foreign currency fluctuations driven by the weakening of the Russian Ruble against the U.S. Dollar. During the year endedYear Ended December 31, 2014 we realized revenue growth in the region in the wholesale and retail channels compared to 2013. Our wholesale channel revenue increased $16.3 million, or 12.5%, primarily due to the expansion in our number of wholesale doors and strong sales performance throughout the region. Our direct-to-consumer channel revenues increased $1.8 million, or 3.1%, primarily due to the 0.7% increase in comparable store sales and a 4.3% increase in the average footwear unit selling price.

During the year ended December 31, 2014, segment operating income increased $8.3 million, or 51.4%, compared to 2013 primarily related to:

(i)
a decrease to asset impairments of $4.9 million;

(ii)
a decrease of 4.4 million, or 4.8%, in selling, general and administrative expenses;

(iii)
an increase in gross margin of $3.0 million, or 2.6%; and

(iv)
a $3.9 million restructuring charge related to severance and store closures, which partially offset the above increases.

Liquidity and Capital Resources

Cash Flows

Years Ended December 31,

 2015 2014 2013 2015 2014
Change

 (in thousands)
 (in thousands)

Cash provided by (used in) operating activities

 $9,698 $(11,651)$83,464 $9,698
 $(11,651) $21,349

Cash used in investing activities

 (18,627) (57,992) (69,758)(18,627) (57,992) 39,365

Cash provided by (used in) financing activities

 (101,260) 23,431 (1,161)(101,260) 23,431
 (124,691)

Effect of exchange rate changes on cash

 (13,982) (3,420) 10,251 (13,982) (3,420) (10,562)

Net increase (decrease) in cash and cash equivalents

 $(124,171)$(49,632)$22,796 $(124,171) $(49,632) $(74,539)

During the year ended December 31, 2015, cash and cash equivalents decreased $124.2$124.2 million or 46.5%, to $143.3 million, compared to $267.5a decrease of $49.6 million atduring December 31, 2014. The primary driverdrivers of this decrease iswere the repurchase of $85.9 million of our common stock associated with repurchases including related commission chargescommissions under our publicly-announced repurchase plan, strategic reinvestments into the business including $5.8 million in capital spend primarily related to our ERP system implementation, dividend payments of $11.9 million on our Series A Preferred Stock, of which $3.0 million was recorded as dividends payable and prepaid dividends as of December 31, 2015,2016, and debt payments, including principal and interest, of $3.0 million related to long-term bank borrowings.

Cash provided by operations was $9.7 million for the year ended December 31, 2015 compared to cash used in operations of $11.7 million for the year ended December 31, 2014. This increase was primarily driven by the change in working capital accounts year over year which accounted for $36.4 million of our cash provided by operating activities. During the year ended December 31, 2015,2016, we paid $19.9 million in


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cash related to taxes that were accrued for as of December 31, 2014, which accounted for half of this change.

In 2015, we completed the implementation and customization of our fully-integrated global operational and financial accounting and resource planning system, or ERP system. This ERP system was placed into service in the first quarter of 2015. The total cost of the ERP system implementation was $102.3 million of which $74.6 million was capitalized and $27.7 million was expensed. This amount represents a 309.2% increase over the projected initial pre-blueprinting cost estimate disclosed in our Form 10-K for the year ended December 31, 2012. The cost increase, as compared to the original pre-blueprinting estimate, is primarily a result of the following: (i) project scope changes including: expanding the number of locations where the new system was implemented and enhancements in the security, reporting and governance tools; (ii) increased costs to develop data conversion software to convert data from the previous ERP system to the new ERP system, and (iii) increased consulting costs primarily associated with system enhancements. The ERP system is being amortized using the straight-line method over an estimated economic useful life of seven years.

Working Capital

As of December 31, 2015, accounts receivable, net decreased $17.6 million compared to December 31, 2014. During the year ended December 31, 2015, we recorded a reserve for doubtful accounts of $23.2 million in our Asia Pacific segment primarily as a result of delayed payments from our partner stores in China. As of December 31, 2015, other long-term assets decreased by approximately $4.3 million primarily due to the decrease in derivative instruments recorded on our balance sheet, as no such instruments were outstanding as of December 31, 2015. As of December 31, 2015, accounts payable increased $20.4 million compared to December 31, 2014. As a result of the January 2015 implementation of our new ERP system, we accelerated payments of our outstanding payables in late 2014 to accommodate the transition. Accrued expenses and other liabilities increased $11.6 million compared to December 31, 2014 primarily due to an accrued loss on our South Africa operations held for sale as of December 31, 2015.

We anticipate

Sources of Liquidity
Our primary sources of liquidity are cash flows generated from our operations, our cash flows from operations will be sufficient to meet the ongoing needs of our business for the next twelve months. In order to provide additional liquidity in the future and to help support our strategic goals, we have a revolving credit facility with a syndicate of lenders, including PNC Bank, National Association ("PNC") as lead lender, which was amended on February 18, 2016,cash equivalents and as amended, provides us with up to $75.0 million inavailable borrowing capacity and matures in February 2021 (seeunder our Senior Revolving Credit Facility below). Additional future financing may be necessary and there can be no assurance that, if needed, we will be able to secure additional debt or equity financing on terms acceptable to us or at all.

Sale of Preferred Stock

On December 28, 2013, we entered into, and on January 27, 2014, we closed on an investment agreement with Blackstone, whereby we sold them 200,000 shares ofFacility.

The following table presents the Company's Series A Preferred Stock for $182.2 million of net proceeds. The Series A Preferred Stock has a par value $0.001 per share, with an aggregate stated value of $200.0 million, or $1,000 per share, and an aggregate purchase price of $198.0 million, or $990.00 per share.

The Series A Preferred Stock ranks senior tototal availability under our common stock with respect to dividend rights and rights on liquidation, winding-up and dissolution. Holders of Series A Preferred Stock are entitled to cumulative dividends payable quarterly in cash at a rate of 6% per annumcredit facilities as well as any dividends declared or paid on our common stock and are entitled to vote together with the holders of common stock on an as-converted basis. As of December 31 2015, accrued dividends were $3.0 million, which were paid to Blackstone on January 4, 2016.2016:

  December 31, 2016
  Borrowing Borrowings Remaining
Description Capacity Outstanding Availability
    (in thousands)  
Senior Revolving Credit Facility(1)
 $80,000
 $1,253
 $78,747
Asia Revolving Credit Facility(2)
 8,625
 
 

(1)
Borrowing capacity is subject to certain financial covenants as further described in Note 9 — Revolving Credit Facility and Bank Borrowings. Outstanding amount represents letters of credit. The term of this facility expires in February 2021.
(2)
Borrowing capacity is the U.S. Dollar equivalent of 60 million Chinese Renminbi and has been suspended as more fully described in Note 9 — Revolving Credit Facility and Bank Borrowings. The term of this facility expires in February 2021.

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The Series A Preferred Stock has several conversion features as well as redemption rights. The conversion rate is subject to customary anti-dilution and other adjustments subject to certain share caps and other restrictions. As of December 31, 2015, the Blackstone investment, on an as converted to common stock basis, represented approximately 15.9% of our outstanding common stock. We intend to continue to use the net proceeds, as well as excess cash, to fund the repurchase of our common stock pursuant to the $350.0 million stock repurchase authorization approved by the Board discussed further below. We believe this investment provides an opportunity to drive shareholder value and refine the strategic direction of the business.

Stock Repurchase Plan Authorizations

We continue to evaluate options to maximize the returns on our cash and to maintain an appropriate capital structure, including, among other alternatives, repurchases of our common stock.

On December 26, 2013, the Board approved the repurchase of up to $350.0 million of our common stock, subject to certain restrictions on repurchases under our revolving credit facility. This replaced all of our existing stock repurchase authorizations. The number, price, structure and timing of the repurchases will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs and other factors. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorization does not have an expiration date and does not oblige us to acquire any particular amount of our common stock. The Board may suspend, modify or terminate the repurchase program at any time without prior notice.

During the year ended December 31, 2015, we repurchased approximately 6.5 million shares at an average price of $13.24 for an aggregate price of approximately $85.9 million including related commission charges, under a publicly-announced repurchase plan.

During the year ended December 31, 2014, we repurchased approximately 10.6 million shares at an average price of $13.75 for an aggregate price of approximately $145.6 million excluding related commission charges, under a publicly-announced repurchase plan.

As of December 31, 2015, subject to certain restrictions on repurchases under our revolving credit facility, we had $118.7 million of our common shares available for repurchase under the repurchase authorizations.

On February 18, 2016, we entered into the Eleventh Amendment to the Credit Agreement (as defined below) which limits the amount that the we can repurchase to $50.0 million per year, subject to certain conditions.

Revolving Credit Facility

On December 16, 2011, we entered into an Amended and Restated Credit Agreement (as amended, the "Credit Agreement"), with the lenders named therein and PNC Bank, National Association ("PNC"), as a lender and administrative agent for the lenders. On December 27, 2013, we entered into the Third Amendment of the Credit Agreement which allowed for the payment of dividends on the Series A preferred stock and permitted the Company to have greater flexibility to repurchase its Common Stock. On April 2, 2015, we entered into the Sixth Amendment to the Credit Agreement which amended certain definitions of the financial covenants and certain covenant ratios to be more favorable. On September 1, 2015, we entered into the Eighth Amendment to the Credit Agreement which further amended certain definitions of the financial covenants and certain covenant ratios to become more favorable to us. On December 24, 2015, we entered into the Tenth Amendment to the Credit Agreement which further amended certain definitions of the financial covenants to become more favorable to us.

On February 18, 2016, the Company entered into the Eleventh Amendment to the Credit Agreement. The Eleventh amendment primarily: (i) extended the maturity date to February 18, 2021, (ii) resized the borrowing capacity of the facility to $75.0 million, (iii) amended certain definitions of the financial


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covenants to become more favorable to the Company, (iv) allows up to $50 million in stock repurchases per year, and (v) limited certain capital expenditures and commitments to an aggregate of $50 million per year.



The Company anticipates it will be in compliance with its covenants as of March 31, 2016, however, there can be no assurance that the Company will be in compliance at that date. See Note 11—Senior Revolving Credit Facility & Bank Borrowing, for further details regarding applicable covenant terms and interest rates associatedis with a single lender, PNC Bank. We have no reason to believe that the Credit Agreement.

As of December 31, 2015 and December 31, 2014, the Company had no outstanding borrowings under the Credit Agreement. As of December 31, 2015 and December 31, 2014, the Company had outstanding letters of credit of $1.3 million and $1.8 million, respectively, which were reserved against the borrowing base underlender would be unable to fulfill its obligation to provide financing in accordance with the terms of the Senior Revolving Credit Agreement. DuringFacility in the years ended December 31, 2015, 2014, and 2013, Crocs capitalized $0.2event of our election to borrow funds.

We also have notes payable obligations totaling $2.4 million $0.1 million, and $0.1 million, respectively, in fees and third party costs which were incurred in connection with the Credit Agreement, as deferred financing costs. As of December 31, 2015,2016, which represent funds borrowed to finance the Company was not in compliance with the fixed charge coverage ratio and the leverage ratio under the Credit Agreement. On February 18, 2016, we received a waiver of our December 31, 2015 financial covenant obligations from the lenders.

Asia Pacific Revolving Credit Facility

On August 28, 2015, a Crocs subsidiary entered into a revolving credit facility agreement with HSBC Bank (China) Company Limited, Shanghai Branch ("HSBC") as the lender. The revolving credit facility enables Crocs to borrow uncommitted dual currency revolving loan facilities up to RMB 40.0 million, or the USD equivalent, and import facilities up to RMB 60.0 million, or the USD equivalent, with a combined facility limit of RMB 60.0 million. This revolving credit facility supports possible future net working capital needs in China. For loans denominated in USD, the interest rate is 2.1% per annum plus LIBOR for three months or any other period as may be determined by HSBC at the end of each interest period. For loans denominated in RMB, interest equals the one year benchmark lending rate effective on the loan drawdown date set forth by the People's Bank of China with a 10% mark-up and is payable on the maturity date of the related loan. The revolving credit facility is guaranteed by Crocs, Inc. and certain accounts receivables in China are pledged as security under the revolving credit facility. The revolving credit facility can be canceled or suspended at any time at the lenders discretion and contains provisions requiring Crocs to maintain compliance with certain restrictive covenants. As of December 31, 2015, we received notification from the lender that the facility has been temporarily suspended.

Long-term Bank Borrowings

On December 10, 2012, Crocs entered into a Master Installment Payment Agreement ("Master IPA") with PNC in which PNC financed the Company's recent implementation of a new ERP system, which began in October 2012 and was substantially completed in early 2015. The terms of each note payable, under the Master IPA, consist of a fixed interest rate and payment terms based on the amount borrowed and the timing of activity throughout the implementation of the ERP system. The Master IPA is subject to cross-default, cross-termination, and is coterminous with the Credit Agreement.

As of December 31, 2015 and 2014, Crocs had $6.4 million and $11.6 million, respectively, of debt outstanding under five separate notes payable, of which $4.8 million and $5.3 million, respectively, represents current installments. As of December 31, 2015, the notes bear interest rates ranging from 2.45% to 2.79% and maturities ranging from September 2016 to September 2017. As this debt arrangement relates solely to the constructionpurchase and implementation of an ERP system for use by the entity, interest expense was capitalized to the consolidated balance sheets and amortized over the life of the assets, starting on the January 1, 2015 in-service date. During the years ended December 31, 2015 and 2014, Crocs capitalized $0.0 million and $0.4 million, respectively, in interest expense related to this debt arrangement to the consolidated balance sheets. Interest rates and payment terms are subject to changes as further financing occurs under the Master IPA.


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Capital Assets

During the year ended December 31, 2015, net capital assets acquired, inclusive of intangible assets, were $16.9 million compared to $57.0 million during the same period in 2014. The decrease is primarily due to lower capital spend in our ERP system which was placed into serviceunder a Master IPA agreement that expires in January 2015.

February 2021, and certain insurance coverage premiums.

Repatriation of Cash

As we are a global business, we have cash balances which are located in various countries and are denominated in various currencies. Fluctuations in foreign currency exchange rates impact our results of operations and cash positions. Future fluctuations in foreign currencies may have a material impact on our cash flows and capital resources. Cash balances held in foreign countries may have additional restrictions and covenants associated with them which could adversely impact our liquidity and our ability to timely access and transfer cash balances between entities.


We generally consider unremitted earnings of subsidiaries operating outside of the U.S. to be indefinitely reinvested; however, our Board has approved a foreign cash repatriation strategy. As part of this strategy, we repatriated approximately $127.3$37 million during the year ended December 31, 20152016 for which income taxes have already been accrued or paid. Further cash repatriation will depend on future cash requirements in the U.S. We maintain approximately $128$178 million of foreign earnings for which tax has previously been provided, and which has not been repatriated at this time.


Most of the cash balances held outside of the U.S. could be repatriated to the U.S., but under current law, would be subject to U.S. federal and state income taxes less applicable foreign tax credits. In some countries, repatriation of certain foreign balances is restricted by local laws and could have adverse tax consequences if we were to move the cash to another country. Certain countries have monetary laws which may limit our ability to utilize cash resources in those countries for operations in other countries. These limitations may affect our ability to fully utilize our cash resources for needs in the U.S. or other countries and could adversely affect our liquidity. As of December 31, 2015,2016, we held $111.9$121.9 million of our total $143.3$147.6 million in cash in international locations. This cash is primarily used for the ongoing operations of the business in the locations in which the cash is held. Of the $111.9$121.9 million, $1.4$.3 million could potentially be restricted, as described above. If the remaining $110.5$121.6 million were to be immediately repatriated to the U.S., no additional tax expense would be incurred as all amounts are currently provided for in the our statement of operations.

Sale of Preferred Stock
On January 27, 2014, we sold 200,000 shares of the Company's Series A Convertible Preferred Stock ("Series A Preferred") for $182.2 million of net proceeds. The Series A Preferred has a par value of $0.001 per share, with a liquidation value of $200.0 million, or $1,000 per share, and an aggregate purchase price of $198.0 million, or $990.00 per share. We are obligated to pay cash dividends of $3 million each quarter to the Holders of Series A Preferred in cash as well as any dividends declared or paid on our common stock. More information regarding the Series A Preferred is included in Note10 — Equity.
Our sources of liquidity are used to fund our ongoing cash requirements, including our working capital, global retail, distribution and e-commerce development and construction, investments in our infrastructure including technology, payments of dividends, repayments of debt and borrowings, settlements of contingent liabilities (including uncertain tax positions), and other ongoing corporate activities. We believe that our existing sources of liquidity, including cash on hand, accounts receivable and borrowing capacity under our Senior Revolving Credit Facility will be sufficient to meet our liquidity needs over the next year as well as the foreseeable future.
Contractual Obligations

In December 2011, Crocsthe Company renewed and amended its supply agreement with Finproject S.p.A. (formerly known as Finproject s.r.l.), which provides Crocs the exclusiveCompany the right to purchase certain raw materials used to manufacture ourits products. The supply agreement also providesrequires that Crocs meetsthe Company meet minimum purchase requirements to maintain exclusivity throughout the term of the agreement, which expires December 31, 2016.renews annually on January 1st unless terminated by either party. Historically, the minimum purchase requirements have not been onerous and Crocsthe Company does not expect them to become onerous in the future. Depending on the material purchased, pricing wasis based either on contracted price or wasis subject to quarterly reviews and fluctuates based on order volume, currency fluctuations, and raw material prices. Pursuant to the agreement, Crocsthe Company guarantees the payment for certain third-party manufacturer purchases of these raw materials up to a maximum potential amount of €3.5 million (approximately $3.8$3.7 million as of December 31, 2015)2016).


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The following table summarizes aggregate information about our significant contractual cash obligations as of December 31, 2015:

 
 Total Less than
1 Year
 1 - 3 Years 3 - 5 Years More than
5 Years
 
 
 (in thousands)
 

Operating lease obligations(1)

 $357,831 $77,127 $104,186 $71,208 $105,310 

Inventory purchase obligations with third-party manufacturers(2)

  158,152  158,152       

Dividends payable(3)

  72,866  12,000  24,000  24,000  12,866 

Other contracts(4)

  13,642  1,685  11,466  486  5 

Debt obligations(5)(8)

  6,399  4,772  1,620  7   

Minimum licensing royalties(6)

  2,853  2,723  130     

Capital lease obligations(7)

  28,464  10,042  10,750  7,672   

Total

 $640,207 $266,501 $152,152 $103,373 $118,181 

(1)
Our operating lease obligations consist of leases for retail stores, offices, warehouses, vehicles, and equipment expiring at various dates through 2033. This balance represents the minimum cash commitment under contract to various third parties for operating lease obligations including the effect of rent escalation clauses and deferred rent and minimum sublease rentals due in the future under non-cancelable subleases. This balance does not include certain contingent rent clauses that may require additional rental amounts based on sales volume, inventories, etc. as these amounts are not determinable for future periods.

(2)
Our inventory purchase obligations with third party manufacturers consist of open purchase orders for footwear products and include an immaterial amount of purchase commitments with certain third-party manufacturers for yet-to-be-received finished product where title passes to us upon receipt. All purchase obligations with third party manufacturers are expected to be paid within one year.

(3)
Dividends payable are associated with our Series A Preferred Stock at a rate of 6.0% of the stated value of the stock. The amounts represent expected dividend payments over the eight year redemption accretion period.

(4)
Other contracts consist of various agreements with third-party providers.

(5)
Our current debt obligations consist of five separate notes issued under our agreement with PNC to finance the purchase and implementation of our new ERP system, which bear interest rates ranging from 2.45% to 2.79% and maturities ranging from September 2016 to September 2017. We will continue to finance the ERP implementation on an as needed basis through this agreement. Interest rates and payment terms are subject to change as further financing occurs.

(6)
Our minimum licensing royalties consist of usage-based payments for the right to use various licenses, trademarks and copyrights in the production of our footwear and accessories. Royalty obligations are based on minimum guarantees under contract; however, may include additional royalty obligations based on sales volume that are not determinable for future periods.

(7)
Our capital lease obligations consist of leases for office equipment expiring at various dates through 2016. This balance represents the minimum cash commitment under contract to various third-parties for capital lease obligations.

(8)
Amounts include anticipated interest payments.

(9)
We do not expect to settle any uncertain tax positions within one year. Therefore, we have not included any amounts in the contractual obligations table above.
2016:

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 Total Less than
1 Year
 1 - 3 Years 3 - 5 Years More than
5 Years
 (in thousands)
Operating lease obligations(1)
$310,555
 68,241
 134,519
 29,230
 78,565
Inventory purchase obligations with third-party manufacturers(2)
125,987
 125,987
 
 
 
Dividends payable(3)
60,866
 12,000
 24,000
 24,000
 866
Other contracts(4)
39,872
 27,442
 10,083
 2,347
 
Debt obligations(5)(8)
2,329
 2,329
 
 
 
Minimum licensing royalties(6)
6,403
 4,023
 2,374
 6
 
Capital lease obligations(7)
49
 9
 29
 11
 
Total$546,061
 $240,031
 $171,005
 $55,594
 $79,431

(1)
Our operating lease obligations consist of leases for retail stores, offices, warehouses, vehicles, and equipment expiring at various dates through 2033. This balance represents the minimum cash commitment under contract to various third parties for operating lease obligations including the effect of rent escalation clauses and deferred rent and minimum sublease rentals due in the future under non-cancelable subleases. This balance does not include certain contingent rent clauses that may require additional rental amounts based on sales volume, inventories, etc. as these amounts are not determinable for future periods.
(2)
Our inventory purchase obligations with third-party manufacturers consist of open purchase orders for footwear products and include an immaterial amount of purchase commitments with certain third-party manufacturers for yet-to-be-received finished product where title passes to us upon receipt. All purchase obligations with third-party manufacturers are expected to be paid within one year.
(3)
Dividends payable are associated with our Series A Preferred Stock at a rate of 6.0% of the stated value of the stock. The amounts represent expected dividend payments over the eight year redemption accretion period.
(4)
Other contracts consist of various agreements with third-party providers, primarily for IT and financial services, distribution and logistics service providers, and other agreements.
(5)
Our current debt obligations consist of five separate notes issued under our agreement with PNC to finance the purchase and implementation of our new ERP system, which bear interest rates ranging from 2.45% to 2.79% and maturities ranging from September 2016 to September 2017. We will continue to finance the ERP implementation on an as needed basis through this agreement. Interest rates and payment terms are subject to change as further financing occurs.
(6)
Our minimum licensing royalties consist of usage-based payments for the right to use various licenses, trademarks and copyrights in the production of our footwear and accessories. Royalty obligations are based on minimum guarantees under contract; however, may include additional royalty obligations based on sales volume that are not determinable for future periods.
(7)
Our capital lease obligations consist of leases for office equipment expiring at various dates through 2020. This balance represents the minimum cash commitment under contract to various third-parties for capital lease obligations.
(8)
Amounts include anticipated interest payments.

Excluded from the table above is a $4.8 million liability for unrecognized tax benefits as of December 31, 2016, as we cannot make a reliable estimate of the period in which the liability will be settled, if ever.
Off-Balance Sheet Arrangements
In accordance with generally accepted accounting principles, our operating leases are not reflected in our consolidated balance sheets. See Part II—Item 8,

We had noFinancial Statements and Supplementary Data, Note 15 — Commitments and Contingencies for further discussion of these off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K). As of December 31, 2016, we did not have any other material off-balance sheet arrangements asother than certain operating leases and other commitments.


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Critical Accounting Policies and Estimates

General

Our discussion and analysis of financial condition and results of operations, outside of discussions regarding constant currency and non-GAAP financial measures, is based on the consolidated financial statements which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our assumptions and estimates on an on-going basis. We base
An accounting policy is considered to be critical if it is important to our results of operations, financial condition, and cash flows, and requires significant judgment and estimates on the part of management in its application. Our estimates are often based on historical experience, complex judgments, assessments of probability, and on various other assumptions that we believemanagement believes to be reasonable, under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilitiesbut that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Theinherently uncertain and unpredictable. We believe that the following discussion pertains torepresents those accounting policies management believesthat are the most critical to the portrayalreporting of our financial condition and results of operations as well as theoperations. For a discussion of our significant accounting policies, that management considers subjective.

see Note 1 — Basis of Presentation and Significant Accounting Policies to the accompanying consolidated financial statements.

Reserves for Uncollectible Accounts Receivable.Receivable
We make ongoing estimates related to the collectabilitycollectibility of our accounts receivable and maintain a reserve for estimated losses resulting from the inability of our customers to make required payments. Our estimates are based on a variety of factors, including the length of time receivables are past due, economic trends and conditions affecting our customer base, significant non-recurring events and historical write-off experience. Specific provisions are recorded for individual receivables when we become aware of a customer's inability or unwillingness to meet its financial obligations. Because we cannot predict future changes in the financial stability of our customers, actual future losses from uncollectible accounts may differ from our estimates and we may experience changes in the amount of reserves we recognize for accounts receivable that we deem uncollectible. If the financial condition of some of our customers were to deteriorate, resulting in their inability to make payments, a larger reserve might be required. In the event we determine that a smaller or larger reserve is appropriate, we would record a credit or a charge, respectively, to selling,'Selling, general and administrative expensesexpenses' in our consolidated statement of operations in the period in which we made such a determination.

See Note 12 — Allowances to the accompanying consolidated financial statements for an analysis of the activity in our allowance for doubtful accounts.
Sales Returns, Allowances and Discounts.Discounts
A significant area of judgment affecting reported revenues and net income involves estimating reserves for sales returns, allowances and discounts, which represent the portion of revenues not expected to be realized. Wholesale revenues are reduced by estimates of returns, allowance, discounts and contractual discounts to major customers. We also accept returns at our sole discretion from our wholesalers and distributors to rebalance stock and to ensure that our products are merchandised in the proper assortments, and may provide markdown allowances at our sole discretion to key wholesalers and distributors to facilitate sales of slower moving products. We also record reductions to revenuerevenues for estimated customer returns, allowances and discounts. credits as a result of price markdowns in certain markets. Retail revenues, including e-commerce store sales, are also reduced by an estimate of returns.
Our estimated sales returns and allowances are based on customer return history and actual outstanding returns yet to be received. Provisions for customer specific discounts based on contractual obligations with certain major customers are recorded as reductionsChanges to net sales. We may accept returns from our wholesale and distributor customers on an exception basis at the sole discretion of management for the purpose of stock re-balancing, to ensure that our products are merchandised in the proper assortments. Additionally, at the sole discretion of management, we may provide markdown allowances to key wholesale and distributor customers to facilitate the "in-channel" markdown of products where we have experienced less than anticipated sell-through. We also record reductions to revenue for estimated customer credits as a result of price mark-downs in certain markets. Fluctuations in our estimates for salescustomer returns, allowances and discounts may be caused by many factors, including, but not limited to fluctuations in our sales revenue and changes in demand for our products. Our judgment in determining these estimates is impacted by various factors including customer acceptance ofwhether customers accept our new styles, customer inventory levels, shipping delays or errors, known or suspected product defects, the seasonal nature of our products and macroeconomic factors affecting our customers. Because we cannot predict or control certain of these factors, theHistorically, actual amounts of customer returns, allowances and allowances may differdiscounts have not differed significantly from our estimates.


Table A hypothetical 1% increase in our reserves for returns, allowances and discounts as of Contents

December 31, 2016 would have decreased our 2016 revenues by approximately $7.2 million.

See Note 12 — Allowances to the accompanying consolidated financial statements for an analysis of the activity in our sales returns, allowances and discounts.
Inventory Valuation.    InventoriesValuation
Our products are valuedsold through wholesale distribution channels department stores, sporting goods stores, distributors, national, regional and independent retailers. We also sell directly to consumers through wholly-owned full-service retail stores, kiosks, outlet stores and e-commerce store sites. Substantially all of our inventories are finished goods, which are stated at the lower of cost or market. Inventorymarket, with cost is determined using the moving average cost method. At least annually, or more frequently if events and circumstances indicate fair

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We estimate the market value is less than carrying value, we evaluate our inventory for possible impairment using standard categories to classifyof inventory based on an analysis of historical sales trends of our individual product lines, the degreeimpact of market trends and economic conditions, and a forecast of future demand, giving consideration to which we believe that the products may need to be discounted below costvalue of current orders in-house for future sales of inventory, as well as plans to sell within a reasonable period. We basediscontinued or end of life inventory fair value on several subjectivethrough our outlet stores, among other off-price channels. Estimates may differ from actual results due to the quantity, quality, and unobservable assumptions including estimated future demandmix of products in inventory, consumer and retailer preferences, and market conditions and other observable factors such as current sell-through of our products, recent changes in demand for our product, shifting demand between the products we offer, global and regional economic conditions, historical experience selling through liquidation and "off-price" channels and the amount of inventory on hand.conditions. If the estimated inventory fairmarket value is less than its carrying value, the carrying value is adjusted to the market value and the resulting impairment chargedifference is recorded in cost'Cost of salessales' in our consolidated statements of operations. Reserves for the risk of physical loss of inventory are estimated based on thehistorical experience and are adjusted based upon physical inventory counts, and recorded within 'Cost of sales' in our consolidated statements of operations. The ultimate results achieved in selling excess and discontinued products in future periods may differ significantly from management's fair valueour estimates. A hypothetical 1% increase in the level of our inventory reserves as of December 31, 2016 would have decreased our 2016 gross profit by approximately $0.1 million.
See Note 2—3 — Inventories into the accompanying notes to the consolidated financial statements for additional information regarding inventory.

a discussion of our inventory reserves.

Impairment of Other Long-Lived Assets.    We testAssets
Property and equipment along with other long-lived assets to be held and usedare evaluated for impairment whenperiodically whenever events or changes in circumstances indicate thethat their carrying value of a long-lived assetvalues may not be fully recoverable. Events that may indicateTesting of long-lived assets for impairment is at the impairmentlevel of a long-lived asset (oran asset group, as defined below) include: (i) a significant decrease in its market price, (ii) a significant adverse change inwhich is the extent or manner in which it is being used or in its physical condition, (iii) a significant adverse change in legal factors or business climate that could affect its value, including an adverse action or assessment by a regulator, (iv) an accumulation of costs significantly in excess of the amount originally expected for its acquisition or construction, (v) its current period operating or cash flow losses combined with historical operating or cash flow losses or a forecast of its cash flows demonstrate continuing losses associated with its use, and (vi) a current expectation that, more likely than not, it will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. If such facts indicate a potential impairment of a long-lived asset (or asset group), we assess the recoverability by determining if its carrying value exceeds the sum of its projected undiscounted cash flows expected from its use and eventual disposition over its remaining economic life. If the asset is not supported on an undiscounted cash flow basis, the amount of impairment is measured as the difference between its carrying value and its fair value. Assets held for sale are reported at the lower of the carrying amount or fair value less costs to sell. Fair value is determined by independent third-party appraisals, the net present value of expected cash flows, or other valuation techniques as appropriate. Assets to be abandoned or from which no further benefit is expected are written down to zero at the time that the determination is made and the assets are removed entirely from service.

An asset group is the lowest level of assets and liabilities for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For assets involved inIn our retail business, ourthe asset group for impairment testing is at theeach individual retail store level. Our estimatesstore. In evaluating long-lived assets for recoverability, we use our best estimate of future cash flows overexpected to result from the use of the asset and its eventual disposition, where applicable. To the extent that estimated future undiscounted net cash flows attributable to the asset are less than its carrying value, an impairment loss is recognized equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal are reported at the lower of carrying value or fair value, less costs to sell.

In determining future cash flows, we take various factors into account, including the remaining useful life of theeach asset group, are based on management's operating budgets and forecasts. These budgets and forecasts take into consideration inputs from our regional management related toforecasted growth rates, pricing, new markets and other factors expected to affect the business, as well as management's forecasts for inventory, receivables,working capital, spending,capital expenditures, and other cash needs. Theseneeds specific to the asset group. Additional considerations and expectations are inherently uncertain, and estimates included in our operating forecasts beyond a three to six month future period are extremely subjective. Accordingly, actual cash flows may differ significantly from our estimated future cash flows.

Impairment charges are driven by, among other things,when assessing impairment include changes in our strategic operational and financial decisions, global and regional economic conditions, demand for our product and other corporate initiatives which may eliminate or significantly decrease the realization of future benefits from our long-lived assets. Since the determination of future cash flows is an estimate of future performance, future impairments may arise in the event that future cash flows do not meet expectations.

During 2016, 2015, and 2014, we recorded non-cash impairment of $2.7 million, $15.3 million, and $8.8 million, respectively, to reduce the net carrying value of certain long-lived assets, and result in impairment charges in future periods. Significant impairment charges recognized during a reporting period could have an adverse effect on our reported financial results.


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Assets and Liabilities Held for Sale.    The Company classifies a disposal groupprimarily related to be sold as held for sale when management approves and commitsunderperforming company owned retail stores, to a formal plan to actively market a disposal group and expects the sale to close within twelve months. Upon classifying a disposal group as held for sale, the disposal group is recorded at the lower of its carrying amount or itstheir estimated fair values. See Note 4 — Property and Equipment to the accompanying consolidated financial statements for further information related to long-lived asset impairments.

Stock-Based Compensation
Stock Options
Stock options are granted to employees and non-employee directors with exercise prices equal to the fair market value reduced for selling costs. In determiningof our common stock on the date of grant. We use the Black-Scholes option-pricing model to estimate the grant date fair value of a disposal group,stock options, which requires the Company considers bothuse of assumptions, including the net book valueexpected term of the disposal group as a whole and the impact of any related foreign currency translation adjustments recorded within stockholders' equity. Any losses are recognized as asset impairment charges in the Consolidated Statement of Operations. Depreciation expense is no longer recorded for any assets within a disposal group that is classified as held for sale.

The fair value of a disposal group less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale.

Share-based Compensation.    We estimate the fair value of our stock option, awards using a Black Scholes valuation model, the inputs of which require various assumptions including the expected volatility of our stock price, our expected dividend yield, and the expected life of the option. The expected volatility assumptions are derived using our historical stock price volatility and the historical volatilities of competitors whose shares are traded in the public markets.risk-free interest rate, among others. These assumptions reflect our best estimates, however; they involve inherent uncertainties based onincluding market conditions and employee behavior that are generally outside of our control. If factors changeGenerally, once stock option values are determined, accounting practices do not permit them to be changed, even if the estimates used are different from actual results. We expense all stock-based compensation awarded to employees and non-employee directors based on the grant date fair value of the awards over the requisite service period, adjusted for forfeitures.

Restricted Stock Awards and Units ("RSUs")
We grant restricted shares of our common stock to our non-employee directors, and service-based RSUs to certain executives, as well as to certain non-executive employees. In addition, we usegrant performance-based RSUs to certain executives. The fair values of restricted stock shares and RSUs are based on the fair value of our unrestricted common stock, adjusted to reflect the absence of dividends for those restricted securities that are not entitled to dividend equivalents prior to vesting. Compensation expense for performance-based RSUs is recognized over the employees' requisite service period when attainment of the performance goals is deemed probable, which involves judgment as to achievement of certain performance metrics.

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Our performance-based RSU awards vest based upon attainment of certain performance conditions, including earnings levels, revenue and cash flow targets, and certification by our Compensation Committee. The fair value of these awards is estimated using a different methodology for derivingMonte Carlo simulation valuation model prepared by an independent third party. This pricing model utilizes multiple input variables that determine the Black Scholes assumptions, our share- based compensation expense may differ materiallyprobability of satisfying each performance condition stipulated in the future from that recordedterms of the award to estimate its grant date fair value. Compensation expense, net of forfeitures, is updated for the Company's expected performance level against each related goal at the end of each reporting period.
Sensitivity
The assumptions used in calculating the current period. Additionally, we make certain estimates aboutgrant date fair values of stock-based compensation awards represent our best estimates. In addition, judgment is required in estimating the number of stock-based awards whichthat will vest upon achievement of performance conditions. If actual results differ significantly from our estimates and assumptions, if we change the assumptions used to estimate the grant date fair value for future stock-based award grants, or if there are changes in market conditions, stock-based compensation expense and, therefore, our results of operations could be made under performance based incentive plans.materially impacted. A hypothetical 1% change in our stock-based compensation expense would have affected our 2016 net income by approximately $0.1 million.

See Note 11 — Stock Compensation to the accompanying consolidated financial statements for further information related to stock-based compensation.
Contingencies and Legal Proceedings
We are periodically exposed to various contingencies in the ordinary course of conducting our business, including certain litigation, contractual disputes, employee relations matters, various tax or other governmental audits, and trademark and intellectual property matters and disputes. We record a liability for such contingencies to the extent that we conclude their occurrence is probable and the related losses are estimable. In addition, if it is reasonably possible that an unfavorable settlement of a contingency could exceed the established liability, we disclose the estimated impact on our liquidity, financial condition, and results of operations, if practicable. Management considers many factors in making these assessments. As the ultimate resolution of contingencies is inherently unpredictable, these assessments can involve a series of complex judgments about future events including, but not limited to, court rulings, negotiations between affected parties, and governmental actions. As a result, if other assumptions orthe accounting for loss contingencies relies heavily on management's judgment in developing the related estimates had been used, share-based compensation expense could have been materially impacted. Furthermore, if we use different assumptions in future periods, share-based compensation expense could be materially impacted in future periods.and assumptions. See Note 10—Equity15 —Commitments and Contingencies in the accompanying notes to the audited consolidated financial statements for additional information regarding our share-based compensation.

Provisions for Contingencies and Legal Proceedings.    We estimate our provision for general contingencies including potential losses in relation to tax and customs matters and legal proceedings, based on an assessment of the probability of the contingency and accrue if information available indicates that it is probable that a liability has been incurred. When it has been determined that a liability has been incurred, and information available indicates that the estimated amount of loss can be reasonably estimated and/or is within a range of amounts, that amount is accrued for in the consolidated financial statements.

proceedings.

Income Taxes.Taxes
We account for income taxes using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of other assets and liabilities. We provide for income taxes at the current and future enacted tax rates and laws applicable in each taxing jurisdiction. We use a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. The impact of an uncertain tax position that is more likely than not of being sustained upon examination by the relevant taxing authority must be recognized at the largest amount that is more likely than not to be sustained. No portion of an uncertain tax position will be recognized if the position has less than a 50% likelihood of being sustained. Interest expense is recognized on the full amount of deferred benefits for uncertain tax positions. While the validity of any tax position is a matter of tax law, the body of statutory, regulatory and interpretive guidance on the application of the law is complex and often ambiguous.

We recognize interest and penalties related to unrecognized tax benefits within the “Income tax expense” line in the accompanying consolidated statement of operations. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets.

Our annual tax rate is based on our income, statutory tax rates, and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in determining our annual tax expense and in evaluating our tax positions. Tax laws require items to be included in our tax


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returns at different times than when these items are reflected in the consolidated financial statements. As a result, the annual tax rate reflected in our consolidated financial statements is different than that reported in our tax return (our cash tax rate). Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences reverse over time, such as depreciation expense. These timing differences create deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities. The tax rates used to determine deferred tax assets or liabilities are the enacted tax rates in effect for the year in which the differences are expected to reverse. Based on an evaluation of all available information, we recognize future tax benefits, such as net operating loss carryforwards, to the extent that realizing these benefits is considered more likely than not.


55




We evaluate our ability to realize the tax benefits associated with deferred tax assets by analyzing our forecasted taxable income using both historical and projected future operating results, the reversal of existing temporary differences, taxable income in prior carry back years (if permitted) and the availability of tax planning strategies. A valuation allowance is required to be established unless management determines that it is more likely than not that we will ultimately realize the tax benefit associated with a deferred tax asset. Undistributed earnings of a subsidiary are accounted for as a temporary difference, except that deferred tax liabilities are not recorded for undistributed earnings of a foreign subsidiary that are deemed to be indefinitely reinvested in the foreign jurisdiction. We have operated underdetermine on a specific plan for reinvestmentregular basis the amount of undistributed earnings of our foreign subsidiaries which demonstrates that such earnings will be indefinitely reinvested in our non-U.S. operations. This assessment is based on the applicable tax jurisdictions. cash flow projections and operational and fiscal objectives of each of our U.S. and foreign subsidiaries. U.S. income and foreign withholding taxes have not been provided on approximately $208.1 million of cumulative undistributed foreign earnings of the non-US subsidiaries as of December 31, 2016. These historical earnings are indefinitely reinvested outside of the United States.
Should we change our plans, we would be required to record a significant amount of deferred tax liabilities. We recognize interest and penalties related toThe amount of unrecognized tax benefits within the "Income tax expense" line in the accompanying consolidated statement of operations. Accrued interest and penalties are included within the relateddeferred U.S. income tax liability line inon the consolidated balance sheets. unremitted earnings has not been determined because the hypothetical calculation is not practicable.
See Note 14—13 — Income Taxes in the accompanying notes to the consolidated financial statements for additional information regarding our income taxes.

Recent Accounting Pronouncements.    See Note 1—Organization and Summary of Significant2 — Recent Accounting PoliciesPronouncements in the accompanying notes to the consolidated financial statements for recently adopted and issued accounting pronouncements.



56




ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We centrally manage our debt and investment portfolios considering investment opportunities and risks, tax consequences and overall financing strategies. Our exposure to market risk includes interest rate fluctuations in connection with our revolving credit facility and certain financial instruments. In addition to the revolving credit facility, we have incurred short- and long-term indebtedness related to the implementation of our ERPenterprise resource planning software ("ERP") system. Borrowings under these debt instruments bear fixed interest rates and therefore, do not have the potential for market risk.

Borrowings under the revolving credit facility bear interest at a variable rate. For domestic rate loans, including swing loans, the interest rate is equal to the highest of (i) the daily federal funds open rate as quoted by ICAP North America, Inc. plus 0.5%, (ii) PNC's prime rate and (iii) a daily LIBORbase rate plus 1.0%, in each case there is an additionala margin ranging from 0.25%0.50% to 1.00%0.75% based on certain conditions. For LIBORdomestic London Interbank Borrowing Rate ("LIBOR") rate loans, the interest rate is equal to a LIBOR rate plus a margin ranging from 1.25%1.50% to 2.00%1.75% based on certain conditions.
Borrowings under the revolving credit facility are therefore subject to risk based upon prevailing market interest rates. Interest rates fluctuate as a result of many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control. As of December 31, 20152016 and 2014,2015, there were no borrowings outstanding under the revolving credit facility.


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We additionally hold cash equivalents including certificate of deposits, time deposits and money market funds. Interest income generated from these cash equivalents will fluctuate with the general level of interest rates. As of December 2015,31, 2016, we held $7.5$3.4 million in cash equivalents subject to variable interest rates. If theThe effects of an increase or decrease of 10% in prevailing market interest rates relative toearned on these investments increased or decreased by10%on interest income during the year ended December 31, 2015, interest income would have increased2016, is not significant to our consolidated results of operations, financial condition or decreased by approximately $0.1 million.

cash flows.

Foreign Currency Exchange Risk

As a global company, we have significant revenues and costs denominated in currencies other than the U.S. Dollar. We pay the majority of expenses attributable to our foreign operations in the functional currency of the country in which such operations are conducted and pay the majority of our overseas third-party manufacturers in U.S. Dollars. Our ability to sell our products in foreign markets and the U.S. Dollar value of the sales made in foreign currencies can be significantly influenced by foreign currency fluctuations. Fluctuations in the value of foreign currencies relativeexposed to the U.S. Dollar could resultrisk of gains and losses resulting from changes in downward price pressure for our products and increase losses from currency exchange rates. An increase or decrease of 1% in value of the U.S. Dollar relative to foreign currencies would have increased or decreased loss before taxes during the year ended December 31, 2015 by approximately $1.0 million. The volatility of the applicable exchange rates is dependent on many factorsmonetary assets and liabilities within our international subsidiaries that cannot be forecasted with reliable accuracy. In the event our foreign sales and purchases increase and are denominated in currencies other than the subsidiary’s functional currency. Likewise, our U.S. Dollar, our operating results may be affected by fluctuations in the exchange rate of currencies we receive for such sales. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," for a discussion of the impact of foreign exchange rate variances experienced during the years ended December 31, 2015 and 2014.

We transact business in various foreign countries andcompanies are thereforealso exposed to foreignthe risk of gains and losses resulting changes in exchange rates on monetary assets and liabilities that are denominated in a currency exchange rate risk inherentother than the U.S. Dollar.

We have experienced and will continue to experience changes in revenues, costs,international currency rates, impacting both results of operations and monetarythe value of assets and liabilities denominated in non-functionalforeign currencies. We have enteredenter into forward foreign currency exchange forward contracts and currency swap derivative instrumentsto buy or sell various foreign currencies to selectively protect against volatility in the value of non-functional currency denominated monetary assets and liabilities, andliabilities. Changes in the fair value of future cash flows caused bythese forward contracts are recognized in earnings. As of December 31, 2016, the U.S. Dollar notional value of our outstanding foreign currency forward exchange contracts was approximately $328.2 million. The net fair value of these contracts at December 31, 2016 was a liability $0.2 million.
We perform a sensitivity analysis to determine the effects that market risk exposures may have on the fair values of our forward foreign currency exchange contracts. To perform the sensitivity analysis, we assess the risk of loss in fair values from the effect of hypothetical changes in foreign currency exchange rates.

The following table summarizes This analysis assumes a like movement by the notional amountsforeign currencies in our hedge portfolio against the U.S. Dollar. As of December 31, 2016, a 10% appreciation in the value of the outstanding foreign currency exchange contracts at December 31, 2015 and 2014. The notional amounts of the derivative financial instruments shown below are denominated in their U.S. Dollar equivalentswould result in a net increase in the fair value of our derivative portfolio of approximately $5.5 million.


Effects of Changes in Exchange Rates on Translated Results of International Subsidiaries

Changes in exchange rates have a direct effect on our reported U.S. dollar consolidated financial statements because we translate the operating results and representfinancial position of our international subsidiaries to U.S. dollars using current period exchange rates. Specifically, we translate the amountstatements of all contractsoperations of

our foreign subsidiaries into the U.S. dollar reporting currency using average exchange rates each reporting period. As a result, comparisons of reported results between reporting periods may be impacted significantly due to differences in the exchange rates used in translate the operating results of our international subsidiaries.

For example, in our European segment, when the U.S. Dollar strengthens relative to the Euro, our reported U.S. Dollar results are lower than if there had been no change in the exchange rate, because more Euros are required to generate the same U.S. Dollar translated amount. Conversely, when the U.S. Dollar weakens relative to the Euro, the reported U.S. Dollar results of our Europe segment are higher compared to a period with a stronger U.S. Dollar relative to the Euro. Similarly, the reported U.S. Dollar results of our Asia Pacific segment, where the functional currencies are primarily the Japanese Yen, Chinese Yuan, Korean Won and the

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the foreign currency specified. These notional values do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the foreign currency exchange risks.



 
 December 31, 
 
 2015 2014 
 
 (in thousands)
 

Foreign currency exchange forward contracts by currency:

       

Japanese Yen

 $98,390 $44,533 

Euro

  34,219  134,755 

British Pound Sterling

  21,859  17,230 

South Korean Won

  7,981  14,590 

Mexican Peso

  7,277  13,180 

Australian Dollar

  6,459  7,913 

South African Rand

  6,402  4,355 

Indian Rupee

  5,036  3,356 

Canadian Dollar

  1,980  3,005 

New Taiwan Dollar

  1,798  3,229 

Swedish Krona

  1,655  1,918 

Hong Kong Dollar

  668  814 

Russian Ruble

  667  1,838 

Singapore Dollar

    61,887 

Chinese Yuan Renminbi

    5,376 

Norwegian Krone

    917 

New Zealand Dollar

    743 

Brazilian Real

     

Total notional value, net

 $194,391 $319,639 

Latest maturity date

  January 2016  January 2015 

Singapore Dollar, are comparatively lower or higher when the U.S. Dollar strengthens or weakens, respectively, relative to these currencies.

An increase of 1% of the value of the U.S. Dollar relative to foreign currencies would have increased our loss before taxes during the year ended December 31, 2016 by approximately $0.8 million. The volatility of the exchange rates is dependent on many factors that cannot be forecasted with reliable accuracy. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II of this Form 10-K for a discussion of the impact of the change in foreign exchange rates on our U.S Dollar consolidated statement of operations for the years ended December 31, 2016 and 2015.


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ITEM 8.    Financial Statements and Supplementary Data

The consolidated financial statements and supplementary data are as set forth in the index to consolidated financial statements on page F-1.


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ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

None.

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ITEM 9A.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as such item is defined in Rulesunder Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of December 31, 2015 (the "Evaluation Date"amended ("Exchange Act"). Based on thethis evaluation, of our disclosure controls and procedures as of December 31, 2015, our Chief Executive Officer and Chief Financial Officer concluded that as a result of the material weaknesses in internal control over financial reporting described below in Management's Report on Internal Control Over Financial Reporting, our disclosure controls and procedures were not effective as of December 31, 2016, to provide reasonable assurance that date.

Notwithstandinginformation required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such material weaknesses, which are described belowinformation 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. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures that, by their nature, can only provide reasonable assurance regarding management's control objectives.


Management's Annual Report on Internal Control over Financial Reporting our management has concluded that the consolidated financial


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statements included in this Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the U.S.

Management's Report on Internal Control over Financial Reporting

Management

Our management is responsible for establishing and maintaining adequateeffective internal control over financial reporting as such term is defined in Exchange Act RulesRule 13a-15(f) and 15d-15(f). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015, using the criteria set forth in theInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. InternalA company's internal control over financial reporting includes those policies and procedures that: (1)that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (2)company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Companycompany are being made only in accordance with authorizations of management and directors of the Company,company; and (3)(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company'scompany's assets that could have a material effect on the financial statements.

Management has concluded our


Because of the inherent limitations, internal control over financial reporting ismay not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective asdue to changes in conditions, or that the degree of December 31, 2015 ascompliance with the policies or procedures may deteriorate. Our Chief Executive Officer and Chief Financial Officer, with assistance from other members of management, identified material weaknesses as further described below. A material weakness is a deficiency, or combinationassessed the effectiveness of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified the following control deficiencies that constitute individually, or in the aggregate, material weaknesses in our internal control over financial reporting as of December 31, 2015:

Financial Close Process.2016, based on the framework and criteria established in     We identified deficiencies related toInternal Control—Integrated Framework issued by the operating effectivenessCommittee of controls over the completeness and accuracy of our review and approval of certain journal entries and period end adjusting entries. In addition, we did not consistently maintain or perform on a timely basis our control procedures over certain account analyses, data integrity, documentation, review and approval of year-end accounting entries to ensure the accuracy and completenessSponsoring Organizations of the entries recorded. We also identified deficiencies regarding the review and approvalTreadway Commission. Based on its evaluation, management has concluded that our internal control over financial reporting was effective as of our income tax entries related to our deferred income tax accounts and the related impacts on income tax expense or benefit.December 31, 2016.

We also lacked a sufficient balance of personnel commensurate with our financial close reporting requirements. If not corrected, these controls could impact the accuracy and completeness of our financial statements.

Inventory Accounting Controls.    We identified deficiencies related to the operating effectiveness of our controls to ensure the existence, valuation, accuracy, and completeness of inventory on hand. Specifically, our physical inventory procedures were not performed with sufficient consistency to ensure the underlying quantities were accurate. Additionally, our cost absorption control procedures were not consistently maintained or performed on a timely basis in accordance with Company's policy, to ensure inventory was properly valued. If not corrected, these ineffective controls could impact the accuracy and completeness of our cost of sales and inventory balances.

Deloitte & Touche LLP, our


Our independent registered public accounting firm has issued a report onaudited the effectiveness of our internal control over financial reporting which is included herein.


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Changes in Internal Control over Financial Reporting

Other than the material weaknesses noted above, there has been no change in our internal control over financial reporting during the three months ended December 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Remediation Efforts to Address Identified Material Weaknesses

Management is dedicated to remediate the control deficiencies that gave rise to the material weaknesses in our internal control over financial reporting. If not remediated, the material weaknesses in our internal controls may result in material misstatements in our financial statements.

The following steps are among the measures that have been implemented or that we intend to implement after the date of this filing to address our material weaknesses as of December 31, 2015:

2016, as stated in the report which appears herein.


Changes in Internal Controls over Financial Reporting
During 2016, the Company completed a number of initiatives designed to remediate certain material weaknesses with respect to internal controls over the Company's financial close process and inventory. Specifically, management completed the following with respect to its internal controls.
Financial Close Process.    We
The Company implemented internal control procedures over the financial close process, including: (i) added internal control review and documentation procedures that ensure that all manual journal entries, including deferred income tax and period end adjusting entries, are performingproperly documented and reviewed by competent personnel; (ii) global account reconciliation procedures that ensure all key accounts are properly reconciled on a review to identify opportunities to improvetimely basis, documented and reviewed by competent personnel; (iii) hired personnel with the operationrequisite skills in income taxes and accounting; (iv) improved the organizational structure of our financial close control activities. We intendtax and accounting departments; and (v) provided training to engage a third party service provider to assist with our review and remediation efforts and to make recommendations related to our staffing levels and structure. Furthermore, we are undertaking additional training of the personnel recording and reviewing journal entries to ensure consistent compliance with ourglobal accounting process owners on policies and controls over the account analysis, documentation, review, and approval of manual journal entries, as well asand data integrity procedures. We will also direct
Inventory Accounting Controls.
The Company implemented internal control procedures over inventory accounting controls, including: (i) additional procedures to ensure all inventory physical observations and counts are performed timely, all resulting adjustments are recorded and appropriately documented in our internal auditorsinventory management system; (ii) additional inventory reconciliation procedures to perform additional testing around these processesensure our inventory management system is appropriately reconciled to the general ledger on a regular basis; (iii) improvements to our analysis

61




of inventory cost absorption to ensure the sufficiency of our remediation efforts.

Inventory Accounting Controls.    We are performing a reviewproper valuation; (iv) provided training to identify opportunities to improve the operation of our inventory accounting control activities. We intend to engage a third party service provider to assist with our review and remediation efforts. Furthermore, we are undertaking additional training of our supply chain personnel to ensure inventory control procedures are adequate, performed timely, and are properly recorded in accordance with our policies. We will also provide enhanced training on cost absorption analysis procedures to ensure inventory values are properly maintained. We will also direct our internal auditors to perform additional testingappropriate understanding of our inventory procedures to assess the sufficiency of our remediation efforts.

We are committed to maintaining a strong internal control environment. The Audit Committee has directed management to develop a detailed plan and timetable for the completion of the implementation of the remedial measures outlined above and will continue to monitor such implementation. In addition, under the direction of the Audit Committee, management will continue to review and make necessary changes to the overall design of our internal control environment, as well as to our policies and procedures including the importance of timely and accurate recording; and (v) hired additional personnel to our inventory management team to implement and maintain our inventory accounting controls.

As described above in order to improve“Management’s Annual Report on Internal Control Over Financial Reporting”, the overall effectiveness of our internal control over financial reporting.

As we implement these remediation efforts, we may determineCompany concluded that additional steps may be necessary to remediate the material weaknesses. We cannot assure you that these remediation efforts will be successful or that ourits internal control over financial reporting will bewas effective as of December 31, 2016 based, in accomplishing all control objectives all of the time. We will continue to assesspart, on the effectiveness of the changed and new controls implemented during 2016 as described above.


Other than the changes described above, there have been no changes in our remediation efforts in connection with our evaluations of internal controlcontrols over financial reporting (as defined in Rule 13(a)-15(f) of the Exchange Act) during the year ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.




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ITEM 9B.    Other Information

None.


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Crocs, Inc.
Niwot, Colorado


We have audited Crocs, Inc. and subsidiaries' (the "Company")the internal control over financial reporting of Crocs, Inc. and subsidiaries (the "Company") as of December 31, 2015,2016, based on criteria established in Internal Control—Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying "Management's“Management's Report on Internal Control Over Financial Reporting"Reporting”. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

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

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

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A

In our opinion, the Company maintained, in all material weakness is a deficiency, or a combination of deficiencies, inrespects, effective internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management's assessment: the Company did not maintain effective internal controls related to the financial close process and inventory accounting. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2015, of the Company and this report does not affect our report on such financial statements.

In our opinion, because of the effect of the material weaknesses identified above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial


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reporting as of December 31, 2015,2016, based on the criteria established in Internal Control—Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2015,2016 of the Company and our report dated February 29, 2016March 1, 2017 expressed an unqualified opinion on those financial statements and includesincluded an explanatory paragraph relating toregarding a change in the method of accounting for income taxes as of December 31, 2015share-based payments due to the adoption of Accounting Standards Update (ASU) 2015-17,2016-09, Balance Sheet Classification of Deferred Taxes.Improvements to Employee Share-Based Payment Accounting

.

/s/ DELOITTE & TOUCHE LLP

Denver, CO
February 29, 2016

March 1, 2017

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PART III

ITEM 10.    Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated herein by reference to our definitive proxy statement for the 20162017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2015.

2016.

Code of Ethics

We have a written code of ethics in place that applies to all our employees, including our principal executive officer, principal financial officer, principal accounting officer and controller. A copy of our business code of conduct and ethics policy is available on our website: www.crocs.com. We are required to disclose certain changes to, or waivers from, our code of ethics for our senior financial officers. We intend to use our website as a method of disseminating any change to, or waiver from, our business code of conduct and ethics policy as permitted by applicable SEC rules.

ITEM 11.    Executive Compensation

The information required by this item is incorporated herein by reference to our definitive proxy statement for the 20162017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2015.

2016.

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated herein by reference to our definitive proxy statement for the 20162017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2015,2016, with the exception of those items listed below.

Securities Authorized for Issuance under Equity Compensation Plans

As shown in the table below, we reserved 4.43.8 million shares of common stock for future issuance pursuant to exercise of outstanding awards under equity compensation plans as of December 31, 2015.

Plan Category
 Number of
Securities to be Issued
on Exercise of
Outstanding
Options and Rights
 Weighted Average
Exercise Price of
Outstanding
Options(2)
 Number of Securities
Remaining Available
for Future
Issuance Under
Plans, Excluding
Securities Available
in First Column
 

Equity compensation plans approved by stockholders(1)

  4,384,129 $14.09  8,218,218 

Equity compensation plans not approved by stockholders

       

Total

  4,384,129 $14.09  8,218,218 

2016.
(1)
On June 8, 2015, the Company's stockholders approved the Crocs, Inc. 2015 Equity Incentive Plan (the "Plan"). The number of shares available for issuance under the Plan (subject to changes in capitalization) consist of (i) 7.0 million newly available shares; (ii) 1.2 million shares available for issuance under the 2007 Plan as of June 8, 2015; and (iii) 2007 Plan shares associated with outstanding options or awards that are cancelled or forfeited after June 8, 2015. The Plan provides for the grant of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and other stock-based awards. The Plan replaces the Company's 2007 Equity
Plan Category
Number of
Securities to be Issued
on Exercise of
Outstanding
Options and Rights
(3)
 
Weighted Average
Exercise Price of
Outstanding
Options
(2)
 Number of Securities
Remaining Available
for Future
Issuance Under
Plans, Excluding
Securities Available
in First Column
Equity compensation plans approved by stockholders(1)
3,750,449
 $16.90
 6,720,218
Equity compensation plans not approved by stockholders
 
 
Total3,750,449
 $16.90
 6,720,218

(1)
On June 8, 2015, the Company's stockholders approved the Crocs, Inc. 2015 Equity Incentive Plan (the "Plan"). The number of shares available for issuance under the Plan (subject to changes in capitalization) consist of (i) 7.0 million newly available shares; (ii) 1.2 million shares available for issuance under the 2007 Plan as of June 8, 2015; and (iii) 2007 Plan shares associated with outstanding options or awards that are canceled or forfeited after June 8, 2015. The Plan provides for the grant of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and other stock-based awards. The Plan replaces the Company's 2007 Equity Incentive Plan (As Amended and Restated), and no further awards will be made under the 2007 Plan. The Plan became effective immediately upon stockholder approval.
(2)
The weighted-average exercise price of outstanding options pertains only to 0.5 million shares issuable on the exercise of outstanding options and rights.
(3)
At target performance.

65

    Incentive Plan (As Amended and Restated), and no further awards will be made under the 2007 Plan. The Plan became effective immediately upon stockholder approval.

(2)
The weighted-average exercise price of outstanding options pertains only to 1.3 million shares issuable on the exercise of outstanding options and rights.



ITEM 13.    Certain Relationships and Related Transactions and Director Independence

The information required by this item is incorporated herein by reference to our definitive proxy statement for the 20162017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2015.

2016.

ITEM 14.    Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to our definitive proxy statement for the 20162017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2015.

2016.


PART IV

ITEM 15.    Exhibits and Financial Statement Schedules

(1) Financial Statements

The financial statements filed as part of this report are listed on the index to the consolidated financial statements on page F-1.

(2) Financial Statement Schedules

All financial statement schedules have been omitted because they are not required, are not applicable or the information is included in the consolidated financial statements or notes thereto.


66


(3) Exhibit list

Exhibit
Number
Description
 Description
3.1
 Restated Certificate of Incorporation of Crocs, Inc. (incorporated herein by reference to Exhibit 4.1 to Crocs, Inc.'s Registration Statement on Form S-8, filed on March 9, 2006 (File No. 333-132312)).
  
  
3.23.2
 Certificate of Amendment to Restated Certificate of Incorporation of Crocs, Inc. (incorporated herein by reference to Exhibit 3.1 to Crocs, Inc.'s Current Report on Form 8-K, filed on July 12, 2007).
  
  
3.33.3
 Amended and Restated Bylaws of Crocs, Inc. (incorporated herein by reference to Exhibit 4.2 to Crocs, Inc.'s Registration Statement on Form S-8, filed on March 9, 2006 (File No. 333-132312)).
  
  
3.43.4
 Certificate of Designations of Series A Convertible Preferred Stock of Crocs, Inc. (incorporated herein by reference to Exhibit 3.1 to Crocs, Inc.'s Current Report on Form 8-K, filed on January 27, 2014).
  
  
4.14.1
 Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.2 to Crocs, Inc.'s Registration Statement on Form S-1/A, filed on January 19, 2006 (File No. 333-127526)).
  
  
10.110.1
*Form of Indemnification Agreement between Crocs, Inc. and each of its directors and executive officers (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Registration Statement on Form S-1, filed on August 15, 2005 (File No. 333-127526)).
  
  
10.210.2
*Crocs, Inc. 2005 Equity Incentive Plan (the "2005 Plan") (incorporated herein by reference to Exhibit 10.2 to Crocs, Inc.'s Registration Statement on Form S-1, filed on August 15, 2005 (File No. 333-127526) ).        
  
  
10.310.3
*Amendment No. 1 to the 2005 Plan (incorporated herein by reference to Exhibit 10.2.2 to Crocs, Inc.'s Registration Statement on Form S-1/A, filed on January 19, 2006 (File No. 333-127526)).
  
  
10.410.4
*Form of Notice of Grant of Stock Option under the 2005 Plan (incorporated herein by reference to Exhibit 10.3 to Crocs, Inc.'s Registration Statement on Form S-1, filed on August 15, 2005 (File No. 333-127526)).
  
  
10.510.5
*Form of Notice of Grant of Stock Option for Non-Exempt Employees under the 2005 Plan (incorporated herein by reference to Exhibit 10.4 to Crocs, Inc.'s Registration Statement on Form S-1, filed on August 15, 2005 (File No. 333-127526)).
  
  
10.610.6
*Form of Stock Purchase Agreement under the 2005 Plan (incorporated herein by reference to Exhibit 10.5 to Crocs, Inc.'s Registration Statement on Form S-1, filed on August 15, 2005 (File No. 333-127526)).
  
  
10.710.7
*Form of Stock Option Agreement under the 2005 Plan (incorporated herein by reference to Exhibit 10.6 to Crocs, Inc.'s Registration Statement on Form S-1, filed on August 15, 2005 (File No. 333-127526)).
  
  
10.810.8
*Form of Restricted Stock Award Grant Notice under the 2005 Plan (incorporated herein by reference to Exhibit 10.7 to Crocs, Inc.'s Registration Statement on Form S-1, filed on August 15, 2005 (File No. 333-127526) ).
   

Table of Contents

Exhibit
Number
Description
10.910.9
*Form of Restricted Stock Award Agreement under the 2005 Plan (incorporated herein by reference to Exhibit 10.8 to Crocs, Inc.'s Registration Statement on Form S-1, filed on August 15, 2005 (File No. 333-127526)).
  
  
10.1010.10
*Form of Non Statutory Stock Option Agreement under the 2005 Plan (incorporated herein by reference to Exhibit 10.9 to Crocs, Inc.'s Registration Statement on Form S-1, filed on August 15, 2005 (File No. 333-127526) ).
   
10.1110.11
*Crocs, Inc. Amended and Restated 2007 Senior Executive Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.15 to Crocs, Inc.'s Annual Report on Form 10-K, filed on March 17, 2009).


67


Exhibit
Number
 Description
10.12*2008 Cash Incentive Plan (As Amended and Restated Effective June 4, 2012) (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Current Report on Form 8-K, filed on June 7, 2012).
10.13
*Crocs, Inc. 2007 Equity Incentive Plan (As Amended and Restated) (the "2007 Plan") (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Current Report on Form 8-K, filed on July 1, 2011).
  
  
10.1310.14
*
Form of Incentive Stock Option Agreement under the 2007 Plan (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Quarterly Report on Form 10-Q, filed on November 14, 2007).
   
10.1410.15
*Form of Non-Statutory Stock Option Agreement under the 2007 Plan (incorporated herein by reference to Exhibit 10.2 to Crocs, Inc.'s Quarterly Report on Form 10-Q, filed on November 14, 2007).
  
  
10.1510.16
*Form of Non-Statutory Stock Option Agreement for Non-Employee Directors under the 2007 Plan (incorporated herein by reference to Exhibit 10.3 to Crocs, Inc.'s Quarterly Report on Form 10-Q, filed on November 14, 2007).
  
  
10.1610.17
*Form of Restricted Stock UnitOption Agreement under the 2007 Plan (incorporated herein by reference to Exhibit 10.2 to Crocs, Inc.'s CurrentQuarterly Report on Form 8-K,10-Q, filed on July 1, 2011)November 14, 2007).
  
  
10.1710.18
*Employment Agreement, dated May 18, 2009, between Crocs, Inc.2008 Cash Incentive Plan (As Amended and Daniel P. HartRestated Effective June 4, 2012) (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s QuarterlyCurrent Report on Form 10-Q,8-K, filed on August 5, 2010)June 7, 2012).
  
  
10.18
*Crocs, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Crocs, Inc.'s Current Report on Form 8-K, filed on June 9, 2015).

10.19
 Amended and Restated Credit Agreement, dated December 16, 2011, among Crocs, Inc., Crocs Retail, Inc., Ocean Minded, Inc., Jibbitz, LLC, Bite, Inc., the lenders named therein and PNC Bank, National Association, as a lender and administrative agent for the lenders (the "Amended and Restated Credit Agreement") (incorporated herein by reference to Crocs, Inc.'s Current Report on Form 8-K, filed on December 19, 2011).
  
  
10.2010.20
 First Amendment to the Amended and Restated Credit Agreement, dated December 10, 2012, among Crocs, Inc., Crocs Retail, Inc., Ocean Minded, Inc., Jibbitz, LLC, Bite, Inc., the lenders named therein and PNC Bank, National Association, as a lender and administrative agent (incorporated herein by reference to Crocs, Inc.'s Current Report on Form 8-K, filed on December 11, 2012).
   

Table of Contents

Exhibit
Number
Description
10.2110.21
 Second Amendment to Amended and Restated Credit Agreement, dated June 12, 2013, among Crocs, Inc., Crocs Retail, Inc., Ocean Minded, Inc., Jibbitz, LLC, Bite, Inc., the lenders named therein and PNC Bank, National Association, as a lender and administrative agent (incorporated herein by reference to Exhibit 10.2 to Crocs, Inc.'s Quarterly Report on Form 10-Q, filed on July 30, 2013).
   
10.2210.22
 Third Amendment to Amended and Restated Credit Agreement, dated December 27, 2013, among Crocs, Inc., Crocs Retail, Inc., Ocean Minded, Inc., Jibbitz, LLC, Bite, Inc., the lenders named therein and PNC Bank, National Association, as a lender and administrative agent (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Current Report on Form 8-K, filed on December 30, 2013).
   
10.2310.23
 Fourth Amendment to Amended and Restated Credit Agreement, dated March 27, 2014, among Crocs, Inc., Crocs Retail, Inc., Ocean Minded, Inc., Jibbitz, LLC, Bite, Inc., the lenders named therein and PNC Bank, National Association, as a lender and administrative agent (incorporated herein by reference to Exhibit 10.2 to Crocs, Inc.'s Quarterly Report on Form 10-Q, filed on May 1, 2014).
   
10.2410.24
 Fifth Amendment to Amended and Restated Credit Agreement, dated September 26, 2014, among Crocs, Inc., Crocs Retail, Inc., Ocean Minded, Inc., Jibbitz, LLC, Bite, Inc., the lenders named therein and PNC Bank, National Association, as a lender and administrative agent (incorporated herein by reference to Exhibit 10.2 to Crocs, Inc.'s Quarterly Report on Form 10-Q, filed on October 29, 2014)
   
10.2510.25
 Sixth Amendment to Amended and Restated Credit Agreement, dated April 2, 2015, among Crocs, Inc., Crocs Retail, LLC, Ocean Minded, Inc., Jibbitz, LLC, Bite, Inc., the lenders named therein, and PNC Bank, National Association, as a lender and administrative agent (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Quarterly Report on Form 10-Q, filed on August 7, 2015).


68


Exhibit
Number
 Description
10.2610.26
 Seventh Amendment to Amended and Restated Credit Agreement, dated April 21, 2015, among Crocs, Inc., Crocs Retail, LLC, Ocean Minded, Inc., Jibbitz, LLC, Bite, Inc., the lenders named therein, and PNC Bank, National Association, as a lender and administrative agent (incorporated herein by reference to Exhibit 10.2 to Crocs, Inc.'s Quarterly Report on Form 10-Q, filed on August 7, 2015).
  
  
10.2710.27
 Eighth Amendment to Amended and Restated Credit Agreement, dated September 1, 2015, among Crocs, Inc., Crocs Retail, LLC, Ocean Minded, Inc., Jibbitz, LLC, Bite, Inc., the lenders named therein, and PNC Bank, National Association, as a lender and administrative agent (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Quarterly Report on Form 10-Q, filed on November 9, 2015).
  
  
10.2810.28
 Ninth Amendment to Amended and Restated Credit Agreement, dated November 3, 2015, among Crocs, Inc., Crocs Retail, LLC, Ocean Minded, Inc., Jibbitz, LLC, Bite, Inc., the lenders named therein, and PNC Bank, National Association, as a lender and administrative agent (incorporated herein by reference to Exhibit 10.2 to Crocs, Inc.'s Quarterly Report on Form 10-Q, filed on November 9, 2015).
  
  
10.29
Tenth Amendment to Amended and Restated Credit Agreement, dated December 24, 2015, among Crocs, Inc., Crocs Retail, LLC, Ocean Minded, Inc., Jibbitz, LLC, Bite, Inc., the lenders named therein, and PNC Bank, National Association, as a lender and administrative agent.agent (incorporated herein by reference to Exhibit 10.30 to Crocs, Inc.'s Annual Report on Form 10-K, filed February 29, 2016)..
   

Table of Contents

Exhibit
Number
Description
10.30
Eleventh Amendment to Amended and Restated Credit Agreement, dated February 18, 2016, among Crocs, Inc., Crocs Retail, LLC, Ocean Minded, Inc., Jibbitz, LLC, Bite, Inc., and PNC Bank, National Association, as a lender and administrative agent. (incorporated herein by reference to Exhibit 10.1 to Crocs Inc.'s Quarterly Report on Form 10-Q, filed on August 5, 2016).
   
10.31
 
Twelfth Amendment to Amended and Restated Credit Agreement, dated June 13, 2016, among Crocs, Inc., Crocs Retail, LLC, Ocean Minded, Inc., Jibbitz, LLC, Bite, Inc., the lenders named therein, and PNC Bank, National Association, as a lender and administrative agent (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Quarterly Report on Form 10-Q, filed on August 5, 2016).

 10.31
10.32
Thirteenth Amendment to Amended and Restated Credit Agreement, dated November 22, 2016, among Crocs, Inc., Crocs Retail, LLC, Ocean Minded, Inc., Jibbitz, LLC, Bite, Inc., the lenders named therein, and PNC Bank, National Association, as a lender and administrative agent.
10.33
*Crocs, Inc. Change of Control Plan (as Amended and Restated) (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Quarterly Report on Form 10-Q, filed on May 1, 2014).
   
10.3410.32
 Investment Agreement, dated December 28, 2013, between Crocs, Inc. and Blackstone Capital Partners VI L.P. (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Current Report on Form 8-K, filed on December 30, 2013).
   
10.3510.33
 First Amendment to Investment Agreement, dated January 27, 2014, between Crocs, Inc. and Blackstone Capital Partners VI L.P. (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Current Report on Form 8-K, filed on January 27, 2014).
   
10.3610.34
*Form of Severance Agreement (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Quarterly Report on Form 10-Q, filed on July 30, 2014).
   
10.37
 Registration Rights Agreement, dated January 27, 2014 (incorporated herein by reference to Exhibit 10.2 to Crocs, Inc.'s Current Report on Form 8-K, filed on January 27, 2014).
 10.35
10.38
*Employment Agreement, dated May 18, 2009, between Crocs, Inc. and Daniel P. Hart (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Quarterly Report on Form 10-Q, filed on August 5, 2010).

69


Exhibit
Number
Description
10.39
*Employment Offer Letter, dated May 13, 2014, between Crocs, Inc. and Andrew Rees (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Current Report on Form 8-K, filed on May 14, 2014).
   
10.4010.36Registration Rights Agreement, dated January 27, 2014 (incorporated herein by reference to Exhibit 10.2 to Crocs, Inc.'s Current Report on Form 8-K, filed on January 27, 2014).
10.37
*Employment Offer Letter, dated December 15, 2014, between Crocs, Inc. and Gregg Ribatt (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Current Report on Form 8-K, filed on December 15, 2014).
   
10.4110.38*Crocs, Inc. 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Current Report on Form 8-K, filed on June 9, 2015).
10.39
*Employment Offer Letter, dated November 4, 2015, between Crocs, Inc. and Carrie Teffner (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.'s Current Report on Form 8-K, filed on November 5, 2015).
   
2121
Subsidiaries of the registrant.
   
23.123.1
Consent of Deloitte & Touche LLP.
   
31.131.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.
   
31.231.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes- Oxley Act.
   
3232
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.
   
101.INS101.INS
XBRL Instance Document
   
101.SCH101.SCH
XBRL Taxonomy Extension Schema Document
   
101.CAL101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
   

Table of Contents

Exhibit
Number
Description
101.DEF101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB101.LAB
XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document

*Compensatory plan or arrangement.
Filed herewith.
*
Compensatory plan or arrangement

Filed herewith.

70


Item 16. Form 10–K Summary.
None.

71


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of February 29, 2016.

March 1, 2017.

 
CROCS, INC.
a Delaware Corporation

 

By:

By:


/s/ GREGG S. RIBATT

  Name:Gregg S. Ribatt
  Title:Chief Executive Officer
  Title: Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
Title
Date





/s/ GREGG S. RIBATT

Gregg S. Ribatt
Chief Executive Officer and DirectorFebruary 29, 2016

/s/ CARRIE W. TEFFNER

Carrie W. Teffner


Executive Vice President and Chief Financial Officer


February 29, 2016

/s/ IAN M. BICKLEY

Ian M. Bickley


Director


February 29, 2016

/s/ RONALD L. FRASCH

Ronald L. Frasch


Director


February 29, 2016

/s/ JASON K. GIORDANO

Jason K. Giordano


Director


February 29, 2016

/s/ PRAKASH A. MELWANI

Prakash A. Melwani


Director


February 29, 2016

/s/ THOMAS J. SMACH

Thomas J. Smach


Chairman of the Board


February 29, 2016

/s/ DOREEN A. WRIGHT

Doreen A. Wright


Director


February 29, 2016

Table of Contents


INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

Financial Statements:

Signature
TitleDate
    

/s/ GREGG S. RIBATT

Chief Executive Officer and Director (Principal Executive Officer)March 1, 2017
Gregg S. Ribatt
/s/ CARRIE W. TEFFNERExecutive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)March 1, 2017
Carrie W. Teffner
/s/ IAN M. BICKLEYDirectorMarch 1, 2017
Ian M. Bickley
/s/ RONALD L. FRASCHDirectorMarch 1, 2017
Ronald L. Frasch
/s/ JASON K. GIORDANODirectorMarch 1, 2017
Jason K. Giordano
/s/ PRAKASH A. MELWANIDirectorMarch 1, 2017
Prakash A. Melwani
/s/ THOMAS J. SMACHChairman of the BoardMarch 1, 2017
Thomas J. Smach
/s/ DOUGLAS J TREFFDirectorMarch 1, 2017
Douglas J. Treff
/s/ DOREEN A. WRIGHTDirectorMarch 1, 2017
Doreen A. Wright

72


INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
Financial Statements:
Report of Independent Registered Public Accounting Firm

Consolidated Statements of Operations for the Years Ended December 31, 2016, 2015, 2014, and 2013

2014

Consolidated Statements of Comprehensive Income (Loss)Loss for the Years Ended December 31, 2016, 2015, 2014, and 2013

2014

Consolidated Balance Sheets as of December 31, 20152016 and 2014

2015

Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2016, 2015, 2014, and 2013

2014

Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015, 2014, and 2013

2014

Notes to Consolidated Financial Statements


F-1



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Crocs, Inc.
Niwot, Colorado

We have audited the accompanying consolidated balance sheets of Crocs, Inc. and subsidiaries (the "Company") as of December 31, 20152016 and 2014,2015, and the related consolidated statements of operations, comprehensive income (loss),loss, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2015.2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the CompanyCrocs, Inc. and subsidiaries as of December 31, 20152016 and 2014,2015, and the results of itstheir operations and itstheir cash flows for each of the three years in the period ended December 31, 2015,2016, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for share-based payments for the classification of income tax balances as ofyear ended December 31, 20152016 due to the adoption of Accounting Standards Update (ASU) 2015-17,2016-09, Balance Sheet Classification of Deferred TaxesImprovements to Employee Share-Based Payment Accounting..

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2015,2016, based on the criteria established inInternal Control—Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2016March 1, 2017 expressed an adverseunqualified opinion on the Company's internal control over financial reporting.


/s/ DELOITTE & TOUCHE LLP

Denver, Colorado
February 29, 2016

March 1, 2017

F-2



CROCS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

($in thousands, except per share data)

 
 Year Ended December 31, 
 
 2015 2014 2013 

Revenues

 $1,090,630 $1,198,223 $1,192,680 

Cost of sales

  579,825  603,893  569,482 

Restructuring charges

    3,985   

Gross profit

  510,805  590,345  623,198 

Selling, general and administrative expenses

  559,095  565,712  549,154 

Restructuring charges

  8,728  20,532   

Asset impairment charges

  15,306  8,827  10,949 

Income (loss) from operations

  (72,324) (4,726) 63,095 

Foreign currency transaction loss, net

  (3,332) (4,885) (4,678)

Interest income

  967  1,664  2,432 

Interest expense

  (969) (806) (1,016)

Other income, net

  914  204  126 

Income (loss) before income taxes

  (74,744) (8,549) 59,959 

Income tax benefit (expense)

  (8,452) 3,623  (49,539)

Net income (loss)

 $(83,196)$(4,926)$10,420 

Dividends on Series A convertible preferred stock

  (11,833) (11,301)  

Dividend equivalents on Series A convertible preferred shares related to redemption value accretion and beneficial conversion feature

  
(2,978

)
 
(2,735

)
 
 

Net income (loss) attributable to common stockholders              

 $(98,007)$(18,962)$10,420 

Net income (loss) per common share:

          

Basic

 $(1.30)$(0.22)$0.12 

Diluted

 $(1.30)$(0.22)$0.12 
 Year Ended December 31,
 2016 2015 2014
Revenues$1,036,273
 $1,090,630
 $1,198,223
Cost of sales536,109
 579,825
 603,893
Restructuring charges
 
 3,985
Gross profit500,164
 510,805
 590,345
Selling, general and administrative expenses503,174
 559,095
 565,712
Restructuring charges
 8,728
 20,532
Asset impairments3,144
 15,306
 8,827
Loss from operations(6,154) (72,324) (4,726)
Foreign currency loss, net
(2,454) (3,332) (4,885)
Interest income692
 967
 1,664
Interest expense(836) (969) (806)
Other income, net1,539
 914
 204
Loss before income taxes(7,213) (74,744) (8,549)
Income tax (expense) benefit(9,281) (8,452) 3,623
Net loss(16,494) (83,196) (4,926)
Dividends on Series A convertible preferred stock(12,000) (11,833) (11,301)
Dividend equivalents on Series A convertible preferred shares related to redemption value accretion and beneficial conversion feature(3,244) (2,978) (2,735)
Net loss attributable to common stockholders             $(31,738) $(98,007) $(18,962)
Net loss per common share 
  
  
Basic$(0.43) $(1.30) $(0.22)
Diluted$(0.43) $(1.30) $(0.22)

The accompanying notes are an integral part of these consolidated financial statements.



F-3



CROCS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)LOSS
(in thousands)


($ thousands)

 
 Year Ended December 31, 
 
 2015 2014 2013 

Net income (loss)

 $(83,196)$(4,926)$10,420 

Other comprehensive income (loss):

          

Foreign currency translation gain (loss), net

  (32,561) (33,004) (5,335)

Reclassification of cumulative foreign exchange translation adjustments to net income (loss), net of tax of $0, $0, and $(3), respectively

      299 

Total comprehensive income (loss)

 $(115,757)$(37,930)$5,384 
 Year Ended December 31,
 2016 2015 2014
Net loss$(16,494) $(83,196) $(4,926)
Other comprehensive loss: 
  
  
Foreign currency translation loss, net(4,683) (32,561) (33,004)
Total comprehensive loss$(21,177) $(115,757) $(37,930)

The accompanying notes are an integral part of these consolidated financial statements.


F-4



CROCS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

($in thousands, except number of shares)

par value)


 December 31, December 31,

 2015 2014 2016 2015

ASSETS

      
  

Current assets:

      
  

Cash and cash equivalents

 $143,341 $267,512 $147,565
 $143,341

Accounts receivable, net of allowances of $49,364 and $32,392, respectively

 83,616 101,217 
Accounts receivable, net of allowances of $48,138 and $49,364, respectively78,297
 83,616

Inventories

 168,192 171,012 147,029
 168,192

Deferred tax assets, net

  4,190 

Income tax receivable

 10,233 9,332 2,995
 10,233

Other receivables

 14,233 11,989 14,642
 14,233
Restricted cash - current2,534
 2,554

Prepaid expenses and other assets

 26,334 30,156 32,413
 23,780

Total current assets

 445,949 595,408 425,475
 445,949

Property and equipment, net

 49,490 68,288 44,090
 49,490

Intangible assets, net

 82,297 97,337 72,700
 82,297

Goodwill

 1,973 2,044 1,480
 1,973

Deferred tax assets, net

 6,608 17,886 
Deferred taxes, net6,825
 6,608
Restricted cash2,547
 3,551

Other assets

 21,703 25,968 13,273
 18,152

Total assets

 $608,020 $806,931 $566,390
 $608,020

LIABILITIES AND STOCKHOLDERS' EQUITY

      
  

Current liabilities:

      
  

Accounts payable

 $63,336 $42,923 $61,927
 $63,336

Accrued expenses and other liabilities

 91,835 80,216 78,282
 92,573

Deferred tax liabilities, net

  11,869 

Accrued restructuring

 738 4,511 

Income taxes payable

 6,416 9,078 6,593
 6,416

Current portion of long-term borrowings and capital lease obligations

 4,772 5,288 2,338
 4,772

Total current liabilities

 167,097 153,885 149,140
 167,097

Long-term income tax payable

 4,547 8,843 4,464
 4,547

Long-term borrowings and capital lease obligations

 1,627 6,381 40
 1,627

Long-term accrued restructuring

 230 348 

Other liabilities

 12,890 12,277 13,462
 13,120

Total liabilities

 186,391 181,734 167,106
 186,391

Commitments and contingencies

     

 

Series A convertible preferred stock, par value $0.001 per share, 1,000,000 shares authorized, 200,000 shares issued and outstanding, redemption amount and liquidation preference of $203,000 and $203,067 as of December 31, 2015 and December 31, 2014, respectively

 175,657 172,679 
Series A convertible preferred stock, 1.0 million authorized, 0.2 million shares outstanding, liquidation preference $203 million178,901
 175,657

Stockholders' equity:

      
  

Preferred stock, par value $0.001 per share, 4,000,000 shares authorized, none outstanding

   

Common stock, par value $0.001 per share, 250,000,000 shares authorized, 93,101,007 and 72,851,418 shares issued and outstanding, respectively, as of December 31, 2015 and 92,325,201 and 78,516,566 shares issued and outstanding, respectively, as of December 31, 2014

 94 92 

Treasury stock, at cost, 20,249,589 and 13,808,635 shares as of December 31, 2015 and December 31, 2014, respectively

 (283,913) (200,424)
Preferred stock, par value $0.001 per share, 4.0 million shares authorized, none outstanding

 

Common stock, par value $0.001 per share, 93.9 million and 93.1 million issued, 73.6 million and 72.9 million shares outstanding, respectively94
 94
Treasury stock, at cost, 20.3 million and 20.2 million shares, respectively(284,237) (283,913)

Additional paid-in capital

 353,241 345,732 364,397
 353,241

Retained earnings

 227,463 325,470 195,725
 227,463

Accumulated other comprehensive loss

 (50,913) (18,352)(55,596) (50,913)

Total stockholders' equity

 245,972 452,518 220,383
 245,972

Total liabilities, commitments and contingencies and stockholders' equity

 $608,020 $806,931 
Total liabilities and stockholders' equity$566,390
 $608,020

The accompanying notes are an integral part of these consolidated financial statements.


F-5





CROCS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

($in thousands)

 
 Common Stock Treasury Stock  
  
 Accumulated
Other
Comprehensive
Income
 Total
Stock
Holders'
Equity
 
 
 Additional
Paid in
Capital
 Retained
Earnings
 
 
 Shares Amount Shares Amount 

Balance—December 31, 2012

  88,663 $91  2,384 $(44,214)$307,823 $334,012 $19,688 $617,400 

Amortization of stock compensation

          14,483      14,483 

Forfeitures

  (78)       (2,014)     (2,014)

Exercises of stock options and issuance of restricted stock awards

  715  1  (22) 1,039  1,240      2,280 

Repurchase of common stock for tax withholding                 

  (16)   16  (256)       (256)

Purchase of treasury stock

  (834)   834  (12,533)       (12,533)

Net income

            10,420    10,420 

Foreign currency translation, net of tax

              (5,335) (5,335)

Reclassification of cumulative foreign exchange translation adjustments to net income

              299  299 

Balance—December 31, 2013

  88,450 $92  3,212 $(55,964)$321,532 $344,432 $14,652 $624,744 

Amortization of stock compensation

          14,896      14,896 

Forfeitures

  (144)       (2,129)     (2,129)

Exercises of stock options and issuance of restricted stock awards

  853    (46) 2,185  (843)     1,342 

Repurchase of common stock for tax withholding                 

  (53)   53  (787)       (787)

Purchase of treasury stock

  (10,590)   10,590  (145,858)       (145,858)

Dividends—Series A preferred stock

            (11,301)   (11,301)

Accretion—Series A preferred stock

            (2,735)   (2,735)

Adjustment for beneficial conversion feature of Series A preferred stock

          12,276      12,276 

Net loss

            (4,926)   (4,926)

Foreign currency translation, net of tax

              (33,004) (33,004)

Balance—December 31, 2014

  78,516 $92  13,809 $(200,424)$345,732 $325,470 $(18,352)$452,518 

Amortization of stock compensation

          13,094      13,094 

Forfeitures

          (1,908)     (1,908)

Tax shortfall from share-based plans

              (2,841)       (2,841)

Exercises of stock options and issuance of restricted stock awards

  832  2  (56) 2,698  (836)     1,864 

Repurchase of common stock for tax withholding                 

  (22)   22  (261)       (261)

Purchase of treasury stock

  (6,475)   6,475  (85,926)       (85,926)

Dividends—Series A preferred stock

            (11,833)   (11,833)

Accretion—Series A preferred stock

            (2,978)   (2,978)

Net loss

            (83,196)   (83,196)

Foreign currency translation, net of tax

               (32,561) (32,561)

Balance—December 31, 2015

  72,851 $94  20,250 $(283,913)$353,241 $227,463 $(50,913)$245,972 
 Common Stock Treasury Stock Additional
Paid in
Capital
 Retained
Earnings
 Accumulated
Other
Comprehensive
(Loss)
 Total
Stock
Holders'
Equity
 Shares Amount Shares Amount    
Balance—December 31, 201388,450
 $92
 3,212
 $(55,964) $321,532
 $344,432
 $14,652
 $624,744
Share-based compensation(144) 
 
 
 12,767
 
 
 12,767
Exercises of stock options and issuance of restricted stock awards800
 
 7
 1,398
 (843) 
 
 555
Repurchases of common stock(10,590) 
 10,590
 (145,858) 
 
 
 (145,858)
Series A preferred dividends
 
 
 
 
 (11,301) 
 (11,301)
Series A preferred accretion

 
 
 
 
 (2,735) 
 (2,735)
Series A preferred beneficial conversion
 
 
 
 12,276
 
 
 12,276
Net loss
 
 
 
 
 (4,926) 
 (4,926)
Other comprehensive loss
 
 
 
 
 
 (33,004) (33,004)
Balance—December 31, 201478,516
 $92
 13,809
 $(200,424) $345,732
 $325,470
 $(18,352) $452,518
Share-based compensation
 
 
 
 11,186
 
 
 11,186
Tax shortfall from share-based plans
 
 
 
 (2,841) 
 
 (2,841)
Exercises of stock options and issuance of restricted stock awards810
 2
 (34) 2,437
 (836) 
 
 1,603
Repurchases of common stock(6,475) 
 6,475
 (85,926) 
 
 
 (85,926)
Series A preferred dividends
 
 
 
 
 (11,833) 
 (11,833)
Series A preferred accretion
 
 
 
 
 (2,978) 
 (2,978)
Net loss
 
 
 
 
 (83,196) 
 (83,196)
Other comprehensive loss
 
 
 
 
 
 (32,561) (32,561)
Balance—December 31, 201572,851
 $94
 20,250
 $(283,913) $353,241
 $227,463
 $(50,913) $245,972
Share-based compensation
 
 
 
 10,736
 
 
 10,736
Exercises of stock options and issuance of restricted stock awards749
 
 37
 (324) 420
 
 
 96
Series A preferred dividends
 
 
 
 
 (12,000) 
 (12,000)
Series A preferred accretion
 
 
 
 
 (3,244) 
 (3,244)
Net loss
 
 
 
 
 (16,494) 
 (16,494)
Other comprehensive loss
 
 
 
 
 
 (4,683) (4,683)
Balance—December 31, 201673,600
 $94
 20,287
 $(284,237) $364,397
 $195,725
 $(55,596) $220,383

The accompanying notes are an integral part of these consolidated financial statements.


F-6





CROCS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

($in thousands)


 Year Ended December 31, December 31,

 2015 2014 2013 2016 2015 2014

Cash flows from operating activities:

        
  
  

Net income (loss)

 $(83,196)$(4,926)$10,420 $(16,494) $(83,196) $(4,926)

Adjustments to reconcile net income to net cash provided by operating activities:

       
Adjustments to reconcile net income to net cash provided by (used in) operating activities: 
  
  

Depreciation and amortization

 35,993 37,413 41,506 34,043
 35,993
 37,413

Unrealized (gain) loss on foreign exchange, net

 (814) (11,100) (6,420)(9,027) (814) (11,100)

Deferred income taxes

 289 829 23,536 (388) 289
 829

Asset impairment charges

 15,306 8,827 10,949 3,144
 15,306
 8,827

Provision for doubtful accounts, net

 25,997 12,087 1,930 3,230
 25,997
 12,087

Share-based compensation

 11,236 12,503 11,871 10,736
 11,236
 12,503

Inventory write-down charges

 3,108 7,490 3,419 
 3,108
 7,490

Non-cash restructuring charges

  6,413  
 
 6,413

Other non-cash items

 4,029 534 1,193 503
 4,029
 534

Changes in operating assets and liabilities:

        
  
  

Accounts receivable, net of allowances

 (15,604) (15,288) (17,166)2,408
 (15,604) (15,288)

Inventories

 (8,586) (31,251) (5,274)20,371
 (8,586) (31,251)

Prepaid expenses and other assets

 1,755 21,698 (4,225)(4,532) 1,755
 21,698

Accounts payable

 23,260 (12,106) (5,740)(1,354) 23,260
 (12,106)

Accrued expenses and other liabilities

 8,765 (15,824) 14,256 3,836
 8,765
 (15,824)

Accrued restructuring

 (3,677) 4,859  (952) (3,677) 4,859

Income taxes

 (8,163) (33,809) 3,209 (5,770) (8,163) (33,809)

Cash provided by (used in) operating activities

 9,698 (11,651) 83,464 39,754
 9,698
 (11,651)

Cash flows from investing activities:

          
  

Cash paid for purchases of property and equipment

 (12,826) (15,991) (40,424)(13,233) (12,826) (15,991)

Proceeds from disposal of property and equipment

 (2) 236 250 2,438
 (2) 236

Cash paid for intangible assets

 (5,660) (41,035) (28,404)(8,961) (5,660) (41,035)

Change in restricted cash

 (139) (1,202) (1,180)1,199
 (139) (1,202)
Other(100) 
 

Cash used in investing activities

 (18,627) (57,992) (69,758)(18,657) (18,627) (57,992)

Cash flows from financing activities:

        
  
  

Proceeds from preferred stock offering, net of issuance costs of $0.0 million and $15.8 million, respectively

  182,220  
Proceeds from preferred stock offering, net of issuance costs of $15.8 million
 
 182,220

Dividends—Series A preferred stock

 (11,900) (8,234)  (12,000) (11,900) (8,234)

Proceeds from bank borrowings

   23,375 31,582
 
 

Repayment of bank borrowings and capital lease obligations

 (5,290) (5,177) (13,160)(35,640) (5,290) (5,177)

Deferred debt issuance costs

 191 (75) (100)(481) 191
 (75)

Deferred offering costs

   (767)

Issuances of common stock

 1,864 1,342 2,280 420
 1,864
 1,342

Purchase of treasury stock, net of issuances

 (85,926) (145,858) (12,533)
 (85,926) (145,858)

Repurchase of common stock for tax withholding

 (261) (787) (256)(324) (261) (787)

Excess tax benefit from share-based compensation

 62   
 62
 

Cash provided by (used in) financing activities

 (101,260) 23,431 (1,161)(16,443) (101,260) 23,431

Effect of exchange rate changes on cash

 (13,982) (3,420) 10,251 (430) (13,982) (3,420)

Net increase (decrease) in cash and cash equivalents

 (124,171) (49,632) 22,796 4,224
 (124,171) (49,632)

Cash and cash equivalents—beginning of period

 267,512 317,144 294,348 143,341
 267,512
 317,144

Cash and cash equivalents—end of period

 $143,341 $267,512 $317,144 $147,565
 $143,341
 $267,512

Supplemental disclosure of cash flow information—cash paid during the period for:

        
  
  

Interest, net of capitalized interest

 $917 $616 $693 $653
 $917
 $616

Income taxes

 $19,923 $33,655 $20,274 12,344
 19,923
 33,655

Supplemental disclosure of non-cash investing and financing activities:

        
  
  

Assets acquired under capitalized leases

 $20 $ $61 39
 20
 

Accrued purchases of property and equipment

 $851 $771 $2,165 2,195
 851
 771

Accrued purchases of intangibles

 $ $2,988 $4,742 533
 
 2,988

Intrinsic value of beneficial conversion feature—Series A preferred stock

 $ $12,276 $ 
 
 12,276

Accrued dividends

 $3,000 $3,067 $ 3,000
 3,000
 3,067

Accretion of dividend equivalents

 $2,978 $2,735 $ 3,244
 2,978
 2,735

Change in assets held for sale

 $1,595 $ $ 2,428
 (1,595) 
Vendor financed insurance premiums2,082
 
 

The accompanying notes are an integral part of these consolidated financial statements.


F-7






CROCS, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATIONBASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Unless otherwise noted in this report, any description of "we," "us" or "our" includes Crocs, Inc. ("Crocs" or the "Company,") and its wholly-owned subsidiaries (collectively the "Company," "Crocs," "we," "our" or "us") arewithin our reportable operating segments and Corporate. The Company is engaged in the design, development, manufacturing, worldwide marketing and distribution of casual lifestyle footwear and accessories for men, women, and children.

We strive to be the global leader in the sale of molded footwear featuring fun, comfort, color, and functionality. Our reportable operating segments include: the Americas, operating in North and South America; Asia Pacific, operating throughout Asia, Australia, New Zealand, Africa and the Middle East; and Europe, operating throughout Europe and Russia.

Basis of Presentation

and Consolidation


The Company's consolidated financial statements include its accounts and those of its wholly-owned subsidiaries. The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("(“U.S. GAAP"GAAP”). TheAll intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates

Our consolidated financial statements include the accounts of the Company's wholly owned subsidiaries.

In April 2011, Crocsare prepared in accordance with U.S. GAAP. These accounting principles require us to make certain estimates, judgments and an unrelated third party formed Crocs Gulf, LLC ("Crocs Gulf") for the purpose of selling the Company's products in the United Arab Emirates. Crocs has acquired all voting and dividend rights associated with Crocs Gulf and has therefore determined that Crocs Gulf is a wholly owned subsidiary.

Noncontrolling Interests

As of December 31, 2015, all of the Company's subsidiaries were, in substance, wholly owned.

Transactions with Affiliates

The Company receives inventory count services from RGIS, a wholly owned subsidiary of Blackstone which currently owns all of the outstanding shares of Company's Series A convertible preferred stock ("Series A preferred stock"), which is convertible into approximately 15.9% of the Company's common stock. Crocs paid a total of $0.5 million to RGIS for services received during 2015.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Financial Instruments

In January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-01:Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The pronouncement requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. These changes become effective for fiscal years beginning after December 15, 2017. The expected adoption method of ASU 2016-01 is being evaluated by the Company and the adoption is not expected to have a significant impact on the Company's consolidated financial statements.


Table of Contents


CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

Classification of Deferred Taxes

In November 2015, the FASB issued ASU 2015-17:Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which provides guidance to simplify the financial statement presentation of deferred income taxes. The new guidance requires an entity to present deferred tax assets and liabilities as non-current in a classified balance sheet. Prior to the issuance of this guidance, deferred tax liabilities and assets were required to be separately classified into a current amount and a non-current amount in the balance sheet. The new guidance represents a change in accounting principle and is effective for annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company elected to early adopt this guidance as of December 31, 2015 and to apply it prospectively. Prior period information was not adjusted. Because the application of this guidance affects the balance sheet classification only, adoption of this guidance did not have a material impact on our consolidated financial statements. As a result, 2015 current deferred tax assets and liabilities have been adjusted by approximately $15.9 million and are now reflected as noncurrent under the new standard.

Inventory

In July 2015, the FASB issued ASU 2015-11:Simplifying the Measurement of Inventory, which modifies existing requirements regarding measuring inventory at the lower of cost or market. Specifically, this standard eliminates the need to determine and consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. This standard is effective prospectively after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact that this pronouncement will have on its consolidated financial statements.

Debt Issuance Costs

In April 2015, the FASB issued ASU 2015-03:Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 requires retrospective adoption and will be effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. Crocs does not expect this pronouncement will have a material impact on the consolidated financial statements.

Share-Based Payments

In June 2014, the FASB issued ASU 2014-12 in response to the EITF consensus on Issue 13-D. The ASU clarifies that entities should treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting. Therefore, an entity would not record compensation expense related to an award for which transfer to the employee is contingent on the entity's satisfaction of a performance target until it becomes probableassumptions. We believe that the performance target will be met. The ASU does not contain any new disclosure requirements. This ASU is effective for all entities for reporting periods (including interim periods) beginning after December 15, 2015. Crocs does not expect this pronouncement will have a material impact on the consolidated financial statements.

Revenue Recognition

In May 2014, the FASB issued their final standard on revenue from contracts with customers. The standard, issued as ASU 2014-09:Revenue from Contracts with Customers (Topic 606) by the FASB, outlines


Table of Contents


CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that "an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services." ASU 2014-09 becomes effective for reporting periods (including interim periods) beginning after December 15, 2017. Early application is permitted for reporting periods (including interim periods) beginning after December 15, 2016. This new standard permits the use of either the retrospective or cumulative effect transition method. Crocs is currently evaluating the impact that this pronouncement will have on the condensed consolidated financial statements. Crocs has not yet selected a transition method or determined the effect of the standard on financial reporting once the standard is effective.

Other new pronouncements issued but not effective until after December 31, 2015 are not expected to have a material impact on the Company's financial position, results of operations or cash flows.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions used to determine certain amounts that affect the reported amounts of assets and liabilitiesfinancial statements are reasonable, based on information available at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.time they are made. Management believes that the estimates, judgments, and assumptions made when accounting for items and matters such as, but not limited to, the allowance for doubtful accounts, customer rebates, sales returns, impairment assessments and charges, recoverability of assets (including deferred tax assets), uncertain tax positions, share-based compensation expense, the assessment of lower of cost or market on inventory, useful lives assigned to long-lived assets, depreciation, and provisions for contingencies are reasonable based on information available at the time they are made. Management also makes estimates in the assessments of potential losses in relation to tax and customs matters and threatened or pending legal proceedings (see Note 17—15 — Commitments &and Contingencies and Note 19—17 — Legal Proceedings).To the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected.


Reclassification Adjustments

The Company has reclassified certain amounts on the consolidated balance sheets, statements of stockholders' equity, Note 5 — Goodwill and Intangible Assets, Net, Note 6 — Accrued Expenses and Other Current Liabilities, and Note 8 — Derivative Instruments to conform to current period presentation.
Transactions with Affiliates

The Company receives inventory count services from RGIS, LLC (“RGIS”), a wholly owned subsidiary of Blackstone Capital Partners VI L.P. (“Blackstone”). Actual results could materially differ from these estimates. For matters notBlackstone and certain of its permitted transferees currently beneficially owns all the outstanding shares of the Company’s series A convertible preferred stock (“Series A Preferred Stock”), which is convertible into approximately 15.8% of the Company’s common stock as of December 31, 2016. Two Blackstone representatives also serve on the Company’s board of directors (the “Board”). During 2016 and 2015 the Company paid $0.4 million and $0.5 million, respectively, to RGIS for services. Expenses related to income taxes, ifthese services provided are reported in ‘Selling, general and administrative expenses’ in the consolidated statement of operations.

The Company receives cyber security and consulting services from Optiv, Inc. ("Optiv"), a subsidiary of Blackstone. The Company also receives workforce management services from Kronos Incorporated ("Kronos"), a subsidiary of Blackstone. During 2016 and 2015, the Company paid $0.2 million in each year to Kronos, and $0.2 million in each year to Optiv for services. Expenses related to these services are reported in ‘Selling, general and administrative expenses’ in the consolidated statement of operations.

Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, the significant risks and rewards of ownership, including title and risk of loss, are transferred to the customer or distributor, the collection of the related receivables is considered probable, and the amountsales price is fixed or determinable. Title passes on shipment or on receipt by the customer depending on the country in which the sale occurs and the agreement terms with the customer. Sales of products are for cash or otherwise agreed upon credit terms. The

F-8


CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

estimated costs of sales incentives, discounts, returns, price promotions, rebates, loyalty and coupon programs are reported as a reduction of revenues.
Shipping and Handling Costs and Fees
Shipping and handling costs are expensed as incurred and are included in 'Cost of sales' in our consolidated statements of operations. Shipping and handling fees billed to customers are included in revenues.
Taxes Assessed by Governmental Authorities
Taxes assessed by governmental authorities that are directly imposed on a revenue transaction, including value added tax, are recorded on a net basis and are therefore excluded from revenues.
Cost of Sales
Our cost of sales includes costs we incur to make and ship our footwear. These costs include our raw materials, both direct and indirect labor, shipping and handling including freight costs, utilities, maintenance costs, depreciation, packaging, and other manufacturing overheads and costs.
Research, Design and Development
We continue to dedicate significant resources to product design and development as we expand the footwear styles we offer based on opportunities we identify in the marketplace. Our design and development process is highly collaborative and we continually strive to improve our development function so we can be reasonably estimated, Crocs recognizes an expensebring products to market quickly and at reduced costs, while maintaining product quality. We spent $11.9 million, $14.0 million, and $16.7 million in research, design, and development activities for the estimated loss. If thereyears ended December 31, 2016, 2015, and 2014, respectively. Research and development costs are expensed as incurred and are included in 'Selling, general and administrative expenses' in our consolidated statements of operations.
Selling, General and Administrative Expenses
Our selling, general and administrative expenses include media advertising (television, radio, print, social, digital), tactical advertising (signs, banners, point-of-sale materials) and promotional costs. Production costs of advertising and promotional materials are expensed when the advertising is first run. Advertising expense was $56.0 million, $58.2 million and $44.7 million for 2016, 2015 and 2014, respectively. Prepaid advertising costs of $4.5 million and $0.0 million, were included in other current assets in the potentialconsolidated balance sheets at December 31, 2016 and December 31, 2015, respectively.

Selling, general and administrative expenses also include costs for our marketing and sales organizations, and other functions including finance, legal, human resources and information technology, which consist primarily of labor and outside services, bad debt expense, legal costs, amortization of intangible assets, as well as certain depreciation costs related to recovernon-production equipment and share-based compensation.

Interest Expense

Our interest expense is associated with borrowings to finance our operations. We capitalize interest cost as a portionpart of the estimatedoriginal cost of acquiring certain fixed assets if the cost of the capital expenditure and the expected time to complete the project are considered significant. No interest expense was capitalized in 2016 and 2015. Interest expense of $0.4 million was capitalized in 2014.

Other Income, net

Other income, net primarily includes gains and losses associated with activities not directly related to making and selling footwear, as well as certain gains or losses on sales of non-operating assets.

Foreign Currency Loss, net

Foreign currency loss, net includes realized and unrealized foreign exchange gains and losses resulting from remeasurement and settlement of foreign-denominated monetary assets and liabilities, and realized and unrealized gains and losses on forward foreign

F-9


CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

exchange derivative contracts. Realized foreign exchange gains and losses are reported in the operating segment in which they occur; however, foreign exchange gains and losses on intercompany balances are reported within the Corporate segment. The initial recording of foreign denominated transactions is based on the nature of the transaction, with the unrealized or realized foreign exchange gains or losses resulting from the subsequent remeasurement of the monetary asset or liability, and its ultimate settlement, classified in other income, net.

Income Taxes

Deferred income taxes are provided for the expected future tax consequences of temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. We provide for taxes that may be payable if undistributed earnings of overseas subsidiaries were to be remitted to the U.S., except for those earnings that we consider to be permanently reinvested. We record provisions for income taxes at the current and future enacted tax rates and laws applicable in each taxing jurisdiction. We use a third party, Crocs makestwo-step approach for recognizing and measuring tax benefits taken or expected to be taken in a separate assessmenttax return and disclosures regarding uncertainties in income tax positions. Interest, penalties and offsetting positions related to unrecognized tax benefits are recognized as a component of recoverability and reducesincome tax expense. Our deferred tax valuation allowances are primarily the estimatedresult of uncertainties regarding the future realization of recorded tax benefits on tax loss if recovery is deemed probable.

carryforwards from operations in various jurisdictions. These valuation allowances are primarily related to deferred tax assets generated from net operating losses. See Note 13 — Income Taxes for further discussion.

Accumulated Other Comprehensive Income

ActivityLoss

Other comprehensive loss ("OCI") represents losses for the reporting period which are excluded from net loss and recognized directly within the accumulated other comprehensive incomeloss ("AOCI") balanceas a component of equity. These amounts are expected to be reclassified out of AOCI in the future, at which point they will be recognized within the consolidated statement of operations as a component of net income (loss). Our AOCI consists solely of gains and losses resulting from the translation of assets and liabilities of our foreign subsidiary financial statements tosubsidiaries which are denominated in currencies other than the Company's US Dollar reporting currency. Foreign currency translation resulting in changes to other comprehensive income and related reclassification adjustments are presented net of tax effects on the consolidated statements of other comprehensive income. Foreign currency reclassification adjustments are includedreported within the line item entitled 'Foreign currency transaction loss, net' on theour consolidated statements of operations.


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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value

Fair value is the price that would be received from the sale of an asset or transfer of a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, Crocs considers the principal or most advantageous market in which a hypothetical sale or transfer would take place and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.

The fair value hierarchy is made up of three levels of inputs, which may be used to measure fair value:

Level 1—observable inputs such as quoted prices for identical instruments in active markets;

Level 2—observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model derived valuations in which all significant inputs are observable in active markets; and

Level 3—unobservable inputs for which there is little or no market data, which require Crocs to develop its own assumptions. Crocs categorizes fair value measurements within the fair value hierarchy based upon the lowest level of the most significant inputs used to determine such fair value measurement.

Cash equivalents primarily include time deposits and certificates of deposit with original maturities of three months or less. Time deposits and certificates of deposit included in cash equivalents are valued at amortized cost, which approximates fair value. These investments have been classified as a Level 1 measurement.

Derivative financial instruments are required to be recorded at their fair value, on a recurring basis. The fair values of any derivative instruments, should Crocs enter into them, would be determined using a discounted cash flow valuation model. The significant inputs used in the model are readily available in public markets or can be derived from observable market transactions, and therefore, have been classified as Level 2. These inputs are based on the prevailing LIBOR deposit rates and include the applicable exchange rates, forward rates, and discount rates.

The Company's other financial instruments are not required to be carried at fair value on a recurring basis. The carrying value of these financial instruments, including cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximates fair value due to their short maturities. The carrying values of capital lease obligations and the line of credit approximate their fair values based on borrowing rates currently available to Crocs, with similar terms.

Inventories and long-lived assets such as property and equipment and intangible assets are also not required to be carried at fair value on a recurring basis. For a discussion of inventory values, see "Inventory Valuation" below. Crocs reviews the carrying amounts of property and equipment and intangible assets when events and circumstances indicate the carrying value of the asset may not be recoverable. For such determination, Crocs generally uses either an income approach with inputs that are mainly unobservable, such as expected future cash flows, or a market approach using observable inputs such as replacement cost or third party appraisals, as appropriate. Estimated future cash flows are based on management's operating budgets and forecasts which take into consideration both observable and unobservable inputs including growth rates, pricing, new markets and other factors expected to affect the business, as well as management's forecasts for inventory, receivables, capital spending, and other cash needs. Crocs considers


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this type of estimate to be classified as a Level 3 measurement. See Note 9—Fair Value Measurements for further discussion related to fair value measurements.

Cash and Cash Equivalents

Cash and cash equivalents represent cash and short-term, highly liquid investments with maturities of three months or less at the date of purchase. Crocs considersThe Company reports receivables from credit card companies, to be cash equivalents, if expected to be received within five days.

days, in cash and cash equivalents.

Restricted Cash
Restricted cash primarily consists of funds to secure certain retail stores, certain customs requirements and other contractual arrangements.
Accounts Receivable,

Accounts receivable represent amounts due from customers. Net

Accounts receivable are recorded at invoiced amounts, net of reserves and allowances, and do not bear interest. Crocs uses its best estimate to determineallowances. The Company reduces the required allowancecarrying value for doubtfulestimated uncollectible accounts based on a variety of factors including the length of time receivables are past due, economic trends and conditions affecting the Company's customer base and historical collection experience. Specific provisions are recorded for individual receivables when the Company becomes aware of a customer's inability to meet its financial obligations. The Company write-off the accounts receivable to the reserves when it is deemed uncollectable or, in certain jurisdictions, when legally able to do so. See Note 13—12 — Allowances for further discussion related to provisions for doubtful accounts, sale returns and allowances, and reserve for unapplied rebates.

Inventory Valuation

Inventories are valued at the lower of cost or market. Inventory cost is determined primarily using the moving average cost method. At least annually, or more frequently if events and circumstances indicate fair value is less than carrying value, Crocs evaluates itsWe regularly evaluate inventory for possible impairment. Crocs estimatesimpairment and estimate inventory fairmarket value based on several subjective assumptions including estimated future demand and market conditions, as well as other observable factors such as current sell-through of the Company's products, recent changes in product demand, for Crocs products, global and regional economic conditions, historical experience selling through liquidation and price discounted channels, and the amount of inventory on hand. If the estimated inventory fairmarket value is less than its carrying value, the carrying value is adjusted to market value and the resulting impairment charge is recorded in 'Cost of sales' onin the consolidated statements of operations. See Note 4—3 — Inventories for further discussion related to inventories.

discussion.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment,

Net

Property, equipment, furniture, and fixtures are stated at original cost, and depreciationless accumulated depreciation. Depreciation is computedprovided usingthe straight-line method based onover the assets estimated useful life,asset lives, which typically ranges from two to fiveare reviewed periodically and have the following ranges: machinery and equipment: 2 - 5 years; furniture, fixtures and other: 2 - 10 years. Leasehold improvements are stated at cost and amortized on the straight-line basis over their estimated economic useful lives or the lease term, whichever is shorter. Costs of enhancements or modifications that substantially extend the capacity or useful life of an asset are capitalized and depreciated accordingly. Ordinary repairs and maintenance are expensed as incurred. Depreciation of manufacturing assets is included in cost of sales on thein our consolidated statements of operations. Depreciation related to corporate, non-product and non-manufacturing assets is included in 'Selling, general and administrative expenses' on thein our consolidated statements of operations.

When property is retired or otherwise disposed of, the cost and accumulated depreciation are removed from our consolidated balance sheets and the resulting gain or loss, if any, is reflected in 'Loss from operations' on our consolidated statements of operations.

Properties held under capital lease are depreciated using the straight-line method over the estimated useful life or the lease term, whichever is shorter.
Assets and Liabilities Held for Sale

The Company classifies a disposal group to be sold as held for sale when management approves and commits to a formal plan to actively market a disposal group and expects the sale to close within twelve months. Upon classifying a disposal group as held for sale, the disposal group is recorded at the lower of its


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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

carrying amount or its estimated fair value, reduced for selling costs. In determining the fair value of a disposal group, the Company considers both the net book value of the disposal group as a whole and the impact of any related foreign currency translation adjustments recorded within stockholders' equity. Any losses are recognized as asset impairment charges in the Consolidated Statementconsolidated statement of Operations.operations. Depreciation expense is no longer recorded for any assets within a disposal group that is classified as held for sale.

The fair value of a disposal group less any selling costs is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale.

Goodwill and Other Intangible Assets, Net
Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is a reportable operating segment, or a business unit one level below a reportable operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. The operations in each of the specific regions within our Americas, Asia Pacific and Europe reportable operating segments are considered components based on the availability of discrete financial information and the regular review by segment management and the Company's Chief Operating Decision Maker. We evaluate the carrying value of our goodwill and indefinite-lived intangible assets for impairment at the reporting unit level at least annually or when an interim triggering event occurs that would indicate that impairment may have taken place. Our annual test is performed as of the last day of our fiscal fourth quarter. We continuously monitor the performance of our other definite-lived intangible assets and evaluate for impairment when evidence exists that certain events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Significant judgments and assumptions are required in such impairment evaluations. Definite-lived intangible assets are stated at cost less accumulated amortization. Amortization is recorded using the straight-line method over the estimated lives of the assets.
Direct costs of acquiring or developing internal-use computer software, including costs of employees, are capitalized and classified within properties. Software maintenance and training costs are expensed in the period incurred. Initial costs associated with internally-developed-and-used software are expensed until it is determined that the project has reached the application development stage, after which subsequent additions, modifications or upgrades are capitalized to the extent that they add functionality. The Company's capitalized software consists primarily of enterprise resource system software, warehouse management software, and point of sale software. Amortization is provided using the straight-line method over the estimated useful asset lives, which are reviewed periodically and range from 5 - 7 years. Amortization of capitalized software used in manufacturing activities is included in 'Cost of sales' in our consolidated statements of operations. Amortization related to corporate, non-product, and non-manufacturing assets, such as the Company's global information systems, is included in 'Selling, general, and administrative expenses' in our consolidated statements of operations.


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1. BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of Long-Lived Assets

Long-lived assets to be held and used are evaluated for impairment when events or circumstances indicate the carrying value of a long-lived asset may not be fully recoverable. Events that may indicate the impairment of a long-lived asset (oror asset group as defined below) includeis less than the undiscounted cash flows from its use and eventual disposition over its remaining economic life. Indicators of potential impairment include: (i) a significant decrease in its market price, (ii) a significant adverse change in the extent or manner in which it is being used or in its physical condition, (iii) a significant adverse change in legal factors or business climate that could affect its value, including an adverse action or assessment by a regulator, (iv) an accumulation of costs significantly in excess of the amount originally expected for its acquisition or construction, (v) its current period operating or cash flow losses combined with historical operating or cash flow losses or a forecast of its cash flows demonstrate continuing losses associated with its use, and (vi) a current expectation that, more likely than not, it will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. If such facts indicate a potential impairment of a long-lived asset (or asset group), Crocs
The Company assesses the recoverability by determining if its carrying value exceedscomparing the sum of its projected undiscounted cash flows from itsthe use and eventual disposition over itsthe remaining economic life. Iflife of a long-lived asset or asset group to its carrying value, and records a loss from impairment if the asset's carrying value is not supported, on anless than its undiscounted cash flow basis, the amount of impairment is measured as the difference between the asset's carrying value and its estimated fair value. Assets held for sale are reported at the lower of the carrying amount or fair value less costs to sell. Assets, or groups of assets, to be abandoned or from which no future benefit is expected, are written down to zero in the period it is determined the asset or asset groups will no longer be used, and the assets, or asset groups, are removed entirely from service.flows. An asset group is the lowest level of assets and liabilities for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For assets involved in Crocs' retail business, the asset group is at the retail store level. Assets or asset groups to be abandoned or from which no future benefit is expected, are written down to zero in the period it is determined they will no longer be used and are removed entirely from service. See Note 5—4 — Property and Equipment for a discussion of impairment losses recorded during the periods presented.

Intangible Assets

Intangible assets that are determined

Beneficial Conversion Feature
The Company's Series A Convertible Preferred Stock ("Series A Preferred") included a beneficial conversion feature, which is a conversion right with an effective strike price less than the market price of the underlying stock at the commitment date. The Company recognized the beneficial conversion feature by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, to have finite lives areadditional paid-in capital. Accretion expense is recorded over the eight years from the date of issuance through the redemption date utilizing the effective interest method.
Share-based Compensation
The Company's share-based compensation plans provides for stock options, restricted stock, and stock performance awards to be granted to plan participants, which includes certain officers, employees and members of the Company's Board of Directors (the "Board"). The grant date fair value of awards granted under these plans is amortized over their estimated useful lives onthe vesting period using the straight-line method. The grant date fair value of stock options is calculated using a straight-line basisBlack Scholes option pricing model, which requires estimates for expected volatility, expected dividends, the risk-free interest rate, and are evaluated for impairment when events or circumstances indicate a carryingthe term of the option. The grant date fair value may not be fully recoverable. Customer relationships are amortized on a straight-line basis. Intangible assets that are determined to have indefinite lives, such as trade names, are not amortizedof RSU's and are evaluated for impairment at least annually, or more frequently when circumstances imply possible impairment. RecoverabilityRSA's is based on the estimated future undiscounted cash flowsclosing market price of our common stock on the grant date, adjusted for dividend rights during the vesting period. If any of the asset. Ifassumptions used in these models or the asset is not supported on an undiscounted cash flow basis,anticipated number of shares to be awarded change significantly, share-based compensation expense may differ materially in the amount of impairment is measured asfuture from that recorded in the difference between its carrying valuecurrent period. Share-based compensation expense associated with manufacturing and its estimated fair value.


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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Amortization of manufacturing intangible assetsretail employees is included in cost'Cost of sales on thesales' in our consolidated statements of operations. Amortization related to corporate, non-product,Share-based compensation expense associated with selling, marketing and non-manufacturing assets, such as the Company's global information systems,administrative employees is included in selling,'Selling, general and administrative expenses on theexpenses' in our consolidated statements of operations. The following table sets forth Crocs' definite lived intangibleShare-based compensation directly associated with the construction or implementation of long-term projects is capitalized as part of the cost of the assets and amortized over their expected useful lives beginning on the periods over which they are amortized.

asset in service date.
Intangible Asset Class
Weighted Average Amortization Period
Patents10 years
Customer relationshipsEstimated customer life
Core technology5 years
Non-competition agreementContractual term
Capitalized softwareShorter of 7 years or useful life

Capitalized Software

Crocs capitalizes certain internal and external software acquisition and development costs, including the costs of employees and contractors devoting time to software development projects and external direct costs for materials and services. Initial costs associated with internally-developed-and-used software are expensed until it is determined that the project has reached the application development stage. Once in its development stage, subsequent additions, modifications or upgrades to an internal-use software project are capitalized to the extent that they add functionality. Software maintenance and training costs are expensed in the period in which they are incurred. Capitalized software primarily consists of Crocs' enterprise resource system software, warehouse management software, and point of sale software. At least annually, Crocs considers the potential impairment of capitalized software by assessing the substantive service potential of the software, as well as changes, if any, in the extent or manner in which the software is used or is expected to be used, and the actual cost of software development or modification compared to expected cost. See Note 6—Goodwill and Intangible Assets for further discussion.

Goodwill

Goodwill represents the excess purchase price paid over the fair value of assets acquired and liabilities assumed in acquisitions. Goodwill is considered an indefinite lived asset and therefore is not amortized. The Company assesses goodwillchanged its method of accounting for impairment annually on the last dayforfeitures of the year, or more frequently if events and circumstances indicate impairment may have occurred. If the carrying value of goodwill exceeds its implied fair value, the Company records an impairment loss equalstock based compensation as further discussed in Note 2 — Recent Accounting Pronouncements. See also Note 11— Stock Compensation for additional information related to the difference. See Note 6—Goodwill and Intangible Assets for discussion of goodwill balances and discussion of impairment losses recorded during the periods presented.

share-based compensation.

Earnings per Share

Basic and diluted earnings per common share ("EPS") is presented using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividend rights and participation rights in undistributed earnings. Under the two-class method, EPS is computed by dividing the sum of distributed and undistributed earnings attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. A participating security is a security that may participate in undistributed


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earnings with common stock had those earnings been distributed in any form. The Company's Series A convertible preferredPreferred stock issued in 2014 representsis a participating securities assecurity because


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

the holders of the Series A preferred stock are entitled to receive any and all dividends declared or paid on common stock on an as-converted basis. In addition, shares of the Company's non-vestedunvested restricted stock and restricted stock unit awards are considered participating securities asbecause they represent unvested share-based payment awards containinginclude non-forfeitable rights to dividends. As such, these participatingParticipating securities must beare included in the computation of EPS pursuant to the two-class method on a pro-rata, as-convertedif-converted basis. Diluted EPS reflects the potential dilution from securities that could share in the Company's earnings. In addition, the dilutive effect of each participating security, if any, is calculated using the more dilutive of the two-class method described above. This method assumes the if-converted method, which assumes conversion to common stock as of the beginning of the reporting date for any security that is more dilutive upon conversion. Anti-dilutive securities are excluded from diluted EPS. See Note 15—14 — Earnings Per Share for further discussion.

Beneficial Conversion Feature

The issuance of the Company's Series A preferred stock generated a beneficial conversion feature, which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. Crocs recognized the beneficial conversion feature by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, to additional paid-in capital, resulting in a discount on the Series A preferred stock. Crocs is accreting the discount over eight years from the date of issuance through the redemption date. Accretion expense is recognized as dividend equivalents over the eight-year period utilizing the effective interest method.

Recognition of Revenues

Revenues are recognized when the customer takes title and assumes risk of loss, collection of related receivables is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable. Title passes on shipment or on receipt by the customer depending on the country in which the sale occurs and the agreement terms with the customer. Allowances for estimated returns and discounts are recognized when the related revenue is recognized.

Shipping and Handling Costs and Fees

Shipping and handling costs are expensed as incurred and are included in 'Cost of sales' in the consolidated statements of operation. Shipping and handling fees billed to customers are included in revenues.

Share-based Compensation

Crocs share-based compensation plans allows stock options, restricted stock, and stock performance awards to be granted to plan participants, which includes certain officers, employees and members of the Company's Board of Directors (the "Board"). Awards granted under these plans are fair valued, and are amortized, net of estimated forfeitures, over the vesting period using the straight-line method. The fair


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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

value of stock options is calculated by using the Monte Carlo simulation model and the Black Scholes option pricing model, both of which require estimates for expected volatility, expected dividends, the risk-free interest rate, and the term of the option. If any of the assumptions used in these models or the anticipated number of shares to be awarded change significantly, share-based compensation expense may differ materially in the future from that recorded in the current period. Share-based compensation expense associated with Crocs' manufacturing and retail employees is included in 'Cost of sales' in the consolidated statements of operations. Share-based compensation expense associated with selling, marketing and administrative employees is included 'Selling, general and administrative expenses' on the consolidated statements of operations. Share-based compensation directly associated with the construction or implementation of certain long-term projects for internal use are capitalized to the consolidated balance sheets and will be amortized over the useful life of the assets beginning on the date the asset is placed in service. See Note 12—Equity for additional information related to share-based compensation.

Defined Contribution Plans

Crocs has a 401(k) plan known as the Crocs, Inc. 401(k) Plan (the "Plan"). The Plan is available to Crocs U.S. employees and provides employees with tax deferred salary deductions and alternative investment options. The Plan does not provide employees with the option to invest in the Company's common stock. Employees may contribute up to 75.0% of their salary, subject to certain limitations. The Company matches employees' contributions to the Plan up to a maximum of 4.0% of eligible compensation. The Company's expense related to the matching contributions to the Plan was $6.0 million, $7.1 million and $6.8 million for the years ended December 31, 2015, 2014, and 2013, respectively.

Advertising

Advertising costs are expensed as incurred and production costs are expensed when the advertising is first run. Total advertising costs reflected in 'Selling, general, and administrative expenses' on the consolidated statement of operations were $58.2 million, $44.7 million and $47.6 million for the years ended December 31, 2015, 2014, and 2013, respectively.

Research and Development

Research and development costs are expensed as incurred. Research and development expenses were $14.0 million, $16.7 million and $15.4 million for the years ended December 31, 2015, 2014, and 2013, respectively, and are included in 'Selling, general, and administrative expenses' in the consolidated statement of operations.

Foreign Currency Translation and Foreign Currency Transactions

Crocs' reporting currency is the U.S. Dollar. Assets and liabilities of foreign operations denominated in local currencies are translated at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the weighted average rate of exchange during the applicable period. Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive income in stockholders' equity.


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Gains and losses generated by transactions denominated in currencies other than the local functional currencies are reflected in the consolidated statement of operations in the period in which they occur and are primarily associated with payables and receivables arising from intercompany transactions.

Derivative Foreign Currency Contracts

Crocs is directly and indirectly affected by fluctuations in foreign currency rates, which may adversely impact its

The Company enters into derivative financial performance. Toinstruments to mitigate the potential impact of foreign currency exchange rate risk, Crocs may employ derivative financial instruments including foreign currency forward contracts and option contracts. Forward contracts are agreements to buy or sell a quantity of a currency at a predetermined future date and at a predetermined rate. An option contract is an agreement that conveys the purchaser the right, but not the obligation, to buy or sell a quantity of a currency at a predetermined rate during a period or at a time in the future. TheseThe Company's derivative financial instruments are viewed asused to mitigate foreign currency risk management tools and are not used for trading or speculative purposes. Crocs recognizesThe fair value of the derivative financial instruments is reported either as either assets or liabilities in theour consolidated balance sheets and measure those instruments at fair value.sheets. Changes in the fair value of our foreign currency derivatives not designated or effective as hedges are recorded in 'Foreign currency transaction loss, net' in theour consolidated statements of operations. Crocs had noThe Company did not designate any derivative instruments that qualified for hedge accounting during any of the periods presented. See Note 9—Fair Value Measurements and8 — Derivative Financial Instruments for further discussion.

Income Taxes

Income taxes

Foreign Currency Translation and Foreign Currency Transactions
The financial position and operating results of the Company's foreign operations are accounted forreported using their respective local currency as the asset and liability method, which requires the recognition of deferred taxfunctional currency. Local currency assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of other assets and liabilities. Crocs provides for income taxesare translated to U.S. Dollars at the currentrates of exchange in effect on the balance sheet date, and future enacted taxlocal currency revenues and expenses are translated to U.S. Dollars at average monthly rates and laws applicableof exchange in each taxing jurisdiction. Crocs uses a two-step approach for recognizing and measuring tax benefits takeneffect during the period. The resulting translation gains or expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. Crocs recognizes interest and penalties related to income tax matters in income tax expenselosses are included in the consolidated statementstatements of comprehensive income as a component of other comprehensive income (loss) and in the consolidated statements of equity within accumulated other comprehensive income (loss).

The Company also recognizes gains and losses on both third-party and intercompany transactions that are denominated in a currency other than the respective entity's functional currency. Foreign currency transaction gains and losses are recognized in earnings and reported in 'Foreign currency loss, net' in the consolidated statements of operations.
Fair Value
Fair value is the price that would be received from the sale of an asset or transfer of a liability in an orderly transaction between market participants, in the principal or most advantageous market in which a hypothetical sale or transfer would take place, and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.
U.S. GAAP guidance for fair value includes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). Our financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy.
The three levels of the fair value hierarchy are as follows:
Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities in active markets;
Level 2—Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are less active and inputs other than quoted market prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from, or corroborated by, observable market data by correlation or other means (market corroborated inputs); and
Level 3—Unobservable inputs for which there is little or no market data, that reflect the assumptions that we believe market participants would use in pricing the asset or liability. We develop these inputs based on the best information available, including our own data.
We categorize fair value measurements within the fair value hierarchy based upon the lowest level of the most significant inputs used to determine fair value. See Note 14—Income Taxes7 — Fair Value Measurements for further discussion.

Taxes Assessed by Governmental Authorities

Taxes assessed by governmental authorities that are directly imposed on a revenue transaction, includingdiscussion related to fair value added tax, are recorded on a net basis and are therefore excluded from sales.

measurements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.

2. RECENT ACCOUNTING PRONOUNCEMENTS


New Accounting Pronouncements Adopted

Stock Compensation

In March 2016, the Financial Accounting Standards Board ("FASB") issued authoritative guidance intended to simplify and improve several aspects of the accounting for share-based payment transactions. The guidance includes amendments that require excess tax benefits or deficiencies resulting from share-based payments be recognized in the income statement as a component of the provision for income taxes, whereas previously these were recognized within additional paid-in-capital. Further, the new guidance provides an accounting policy election to account for forfeitures as they occur. The new standard also amends the presentation of employee share-based payment-related items in the statement of cash flows by requiring that: (i) excess tax benefits be classified as cash inflows provided by operating activities, and (ii) cash paid to taxing authorities arising from the withholding of shares from employees be classified as cash outflows used in financing activities. We early adopted this guidance during the quarter ended December 31, 2016. The provisions of the new guidance have been adopted as of January 1, 2016, which is the beginning of the annual period that includes the interim period of adoption.

The adoption of this guidance had no effect on our income tax expense or additional paid-in-capital as a result of the change in accounting for excess tax benefits or deficiencies for the three months or the year ended December 31, 2016 because the Company did not recognize any excess tax benefits during 2016. As permitted by this standard, the Company has elected to account for forfeitures as they occur when calculating share-based compensation expense (previously the Company had estimated forfeitures). The effect of this election on share-based compensation expense reported in 2016 was not significant. The adoption of this guidance did not have an impact on either net cash provided by operating activities or on net cash provided by financing activities because the Company had no recognizable excess tax benefits during 2016, and cash paid to taxing authorities arising from the withholding of shares from employees was reported within cash from financing activities, consistent with the adopted guidance.

The adoption of this guidance resulted in an increase to retained earnings for cumulative foreign tax credit and state net operating loss carryforward deferred tax assets attributable to excess tax benefits, not previously recognized as they did not reduce income taxes payable. The cumulative adjustment was fully offset by a valuation allowance for the same amount; thus the net effect of both adjustments was zero.
Deferred Tax Assets and Liabilities
In November 2015, the Financial Accounting Standards Board ("FASB") issued authoritative guidance simplifying the presentation of deferred taxes by requiring all deferred tax assets and liabilities to be classified as non-current on the balance sheet. We have early adopted this guidance on a prospective basis, effective December 31, 2015. Adoption of this guidance resulted in the reclassification of our current deferred tax assets and liabilities to non-current in our consolidated balance sheet as of December 31, 2015. No prior periods were retrospectively adjusted. See Note 13 — Income Taxes for further information related to the early adoption of this guidance.
Debt Issuance Costs
In April 2015, the FASB issued authoritative guidance intended to simplify the presentation of debt issuance costs. These amendments require that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liabilities, consistent with the presentation of debt discounts. This results in the elimination of debt issuance costs as an asset and reduces the carrying value of our debt liabilities. In August 2015, the FASB issued an announcement in stating that debt issuance costs related to line-of-credit arrangements may be reported as an asset and amortized pro rata over the term of the line-of-credit arrangement. We early adopted this guidance effective for our quarter ended March 2016, and have elected to continue to present our debt issuance costs associated with our line-of-credit arrangements as assets. The adoption of this guidance had no effect on our financial position.
New Accounting Pronouncements Not Yet Adopted
Inventory Measurement
In July 2015, FASB issued authoritative guidance intended to simplify the measurement of inventory. The amendment requires entities to measure in-scope inventory at the lower of cost or net realizable value, and replaces the current requirement to measure in-scope inventory at the lower of cost or market, which considers replacement cost, net realizable value, and net realizable value less an approximate normal profit margin. This guidance is effective for annual reporting periods, and interim periods within those

F-14

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

annual periods, beginning after December 15, 2016. The amendment should be applied prospectively with early adoption permitted. We do not expect this guidance to have a material effect on our financial position or results of operations upon adoption.
Statement of Cash Flows - Classification
In August 2016, the FASB issued authoritative guidance intended to clarify how entities should classify certain cash receipts and cash payments on the statement of cash flows. The amendment addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. These updates are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods, with early adoption permitted. The guidance should be applied retrospectively unless it is impractical to do so; in which case, the guidance should be applied prospectively as of the earliest date practicable. We do not anticipate that this guidance will have an impact on our consolidated financial statements.
Prepaid Stored-Value Products
In March 2016, the FASB issued guidance related to the recognition of breakage for certain prepaid stored-value products. This update aligns recognition of the financial liabilities related to prepaid stored-value products (for example, prepaid gift cards), with Topic 606, Revenue from Contracts with Customers, for non-financial liabilities. In general, certain of these liabilities may be extinguished proportionally in earnings as redemptions occur, or when redemption is remote if issuers are not entitled to the unredeemed stored value. This standard is effective for annual periods (including interim periods) beginning after December 15, 2017, with early adoption permitted. At adoption, this update will be applied either using a modified retrospective transition method by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in which the guidance is effective or retrospectively to each period presented. The Company is currently assessing the adoption method and the impact that adopting this new accounting standard will have on its consolidated financial statements.
Leases
In February 2016, the FASB issued authoritative guidance intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Additionally, this guidance will require disclosures to help investors and other financial statement users to better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. The guidance should be applied under a modified retrospective transition approach for leases existing at the beginning of the earliest comparative period presented in the adoption-period financial statements. Any leases that expire before the initial application date will not require any accounting adjustment. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted.
The Company will adopt this guidance beginning with the quarterly reporting period ending March 31, 2019. The Company is evaluating the full impact this guidance will have on its consolidated financial statements, but expects that adoption will result in significant increases in lease related assets and liabilities on our consolidated balance sheet.
Revenue Recognition
In May 2014, the FASB issued authoritative guidance related to new accounting requirements for the recognition of revenue from contracts with customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for the goods or services. Subsequent to the release of this guidance, the FASB has issued additional updates intended to provide interpretive clarifications and to reduce the cost and complexity of applying the new revenue recognition standard both at transition and on an ongoing basis. The new standard and related amendments are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. Upon adoption of the new standard, the use of either a full retrospective or cumulative effect transition method is permitted.
In December 2016 the Company established an implementation team (“team”) and engaged external advisers to develop a multi-phase plan to assess the company’s business and contracts, as well as any changes to accounting policies, processes or systems necessary to adopt the requirements of the new standard. The team is in the process of reviewing its contracts and assessing how adoption of the new standard will affect its consolidated financial statements and disclosures upon adoption, as well as the adoption method. The Company expects to complete its evaluation of the impact of the accounting and disclosure changes on its business processes, controls and systems during the first half of 2017. The Company will provide additional information regarding expected effects on its consolidated financial statements and disclosures, and the transition method in its Quarterly Reports during 2017.

F-15

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

Other new pronouncements issued but not effective until after December 31, 2016 are not expected to have a material impact on the Company’s consolidated financial statements.
3. INVENTORIES

The following table summarizes inventories by major classification as of December 31, 2015 and 2014:

classification:

 
 December 31, 
 
 2015 2014 
 
 (in thousands)
 

Finished goods

 $162,341 $167,515 

Work-in-progress

  918  703 

Raw materials

  4,933  2,794 

Total inventories, net

 $168,192 $171,012 
 December 31,
 2016 2015
 (in thousands)
Finished goods$142,333
 $162,341
Work-in-progress654
 918
Raw materials4,042
 4,933
Total inventories$147,029
 $168,192

Inventory Write-down

During

The Company recorded approximately $0.0 million, $3.1 million, and $11.5 million of inventory write-downs during the yearyears ended December 31, 2016, 2015 Crocs recorded approximately $3.1 million of inventory write-down chargesand 2014, respectively, related to inventory with a market value lower than cost, whichcertain obsolete raw materials, footwear, and accessories. The write-downs for 2016 and 2015 are reported in 'Cost of sales' in the consolidated statement of operations. During the year ended December 31,In 2014, Crocs recorded approximately $11.5write-downs of $7.5 million of inventory write-down charges related to obsolete inventory with a market value lower than cost, of whichand $4.0 million wasare reported in the 'Restructuring charges' included in gross margin with the remaining amounts reported inwithin 'Cost of sales' in the consolidated statements of operations. During the year ended December 31, 2013, Crocs recorded approximately $3.4 million of inventory write-down charges related to obsolete inventory with a market value lower than cost. These charges were related to certain obsolete raw materials, footwear, and accessories and are reported in 'Cost of sales''Restructuring charges', respectively, in the consolidated statement of operations.

5.

4. PROPERTY AND EQUIPMENT

The following table summarizes property

Property and equipment, by major classification asnet consists of December 31, 2015 and 2014:

the following:
 December 31,
 2016 2015
 (in thousands)
Machinery and equipment$33,163
 $36,864
Leasehold improvements73,363
 81,593
Furniture, fixtures and other19,358
 23,576
Other (1)
 1,595
Construction-in-progress6,809
 3,512
Property and equipment132,693
 147,140
Less: Accumulated depreciation(88,603) (97,650)
Property and equipment, net$44,090
 $49,490

(1)
Represents the South Africa disposal group, sold in April 2016.
 
 December 31, 
 
 2015 2014 
 
 (in thousands)
 

Machinery and equipment

 $36,864 $48,989 

Leasehold improvements

  81,593  91,962 

Furniture, fixtures and other

  23,576  23,818 

Assets held for sale(1)

  1,595   

Construction-in-progress

  3,512  3,318 

Property and equipment, gross(2)

  147,140  168,087 

Less: Accumulated depreciation(3)

  (97,650) (99,799)

Property and equipment, net

 $49,490 $68,288 

(1)
This amount represents the South Africa disposal group assets held for sale.

(2)
Includes $0.1 million and $0.2 million of certain equipment held under capital leases and classified as equipment as of December 31, 2015 and 2014, respectively.

Table of Contents


CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. PROPERTY AND EQUIPMENT (Continued)

(3)
Includes $0.0 million and $0.1 million of accumulated depreciation related to certain equipment held under capital leases as of December 31, 2015 and 2014, which are depreciated using the straight-line method over the lease term. During the year ended December 31, 2015, approximately $11.0 million of accumulated depreciation was related to assets that were written off or disposed.

During the years ended December 31, 2016, 2015, and 2014, and 2013, Crocs recordeddepreciation expense was $15.1 million, $16.3 million, and $23.2 million, and $24.3 million, respectively, of depreciation expense of which $1.8 million, $1.7$1.8 million, and $2.9$1.7 million, respectively, was recorded in 'Cost of sales', with the remaining amounts recorded in 'Selling, general and administrative expenses' onin the consolidated statements of operations.

The Company recognized a loss on disposals of property and equipment of $0.5 million, $1.4 million and $0.0 million for the year ended December 31, 2016, 2015, and $0.0 million for both years ended December 31, 2014, and 2013, which is included in the 'other income, net' line on'Selling, general and administrative expenses' in the consolidated statement of operations.

Property


F-16

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
4. PROPERTY AND EQUIPMENT (Continued)


The Company is contractually obligated to restore certain retail and Equipment Asset Impairments

Crocs evaluates its long-lived assets for impairment when events or circumstances indicateoffice facilities back to their original condition as specified in the carryingrelated lease agreements. The estimated fair value of these liabilities is recorded at lease inception along with a long-livedrelated asset may not be fully recoverable. at inception of the leases. At December 31, 2016 and 2015 liabilities for asset retirement obligations were $2.8 million and $2.0 million, respectively. Asset retirement obligations are reported in "Other liabilities' in the consolidated balance sheets.

Asset Impairments
During the years ended December 31, 2016, 2015, and 2014, and 2013, Crocsthe Company recorded impairments of $2.7 million, $9.6 million, and $8.8 million, and $10.6 million, respectively, in impairment charges related tofor underperforming retail locations that were unlikely to generate sufficient cash flows to fully recover the assets' carrying value over the remaining economic life.stores. During the year ended December 31, 2015, Crocs recorded an additional impairment of $5.7 million of impairment charges associated with assets held for sale inrelated to the South Africa. The following table summarizes theseAfrica disposal group was recorded. Long-lived asset impairment charges,impairments by reportable operating segment, were:
 Year Ended December 31,
 2016 2015 2014
 Asset Impairment Number of
Stores
 
Asset Impairment

 Number of
Stores
 
Asset Impairment

 Number of
Stores
 (in thousands, except store count data)
Americas$1,703
 12
 $7,237
 27
 $4,001
 36
Asia Pacific (1)
672
 21
 6,450
 36
 2,807
 14
Europe338
 9
 1,584
 21
 2,019
 27
Total$2,713
 42
 $15,271
 84
 $8,827
 77

(1)     In 2015, the Company recorded impairment of nine retail stores in South Africa of $5.7 million.

5. GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
All goodwill is in the Europe segment. The changes in goodwill for the years ended December 31, 2016 and 2015 2014, and 2013:

were:
   Goodwill
   (in thousands)
Gross goodwill at January 1, 2015  $2,382
   Accumulated impairments  (338)
Net goodwill at January 1, 2015  2,044
   Foreign currency translation  (71)
Net goodwill at December 31, 2015  1,973
   Foreign currency translation  (62)
   Impairment (1)
  (431)
Net goodwill at December 31, 2016 (2)
  $1,480

(1)
During the year ended we recognized impairment of goodwill in our Belgian retail business, due to declining business performance.
(2)
In December 2016, the Company completed its purchase accounting for the June 2016 acquisition of operations in Austria and concluded the acquisition did not result in goodwill.
 
 Year Ended December 31, 
 
 2015 2014 2013 
 
 Impairment
Charge
 Number of
Stores(1)
 Impairment
Charge
 Number of
Stores(1)
 Impairment
Charge
 Number of
Stores(1)
 
 
 (in thousands, except store count data)
 

Americas

 $7,237  27 $4,001  36 $3,861  23 

Asia Pacific

  6,450(2) 36(2) 2,807  14  185  2 

Europe

  1,584  21  2,019  27  6,565  35 

Total asset impairment

 $15,271  84 $8,827  77 $10,611  60 

(1)
Represents stores with partially and fully depreciated assets.

(2)
Includes $5.7 million of impairmentFor further information related to assets held for sale in nine South Africa retail locations.

Long-Lived Assets Held for Sale

As of December 31, 2015, the Company reclassified its operations in South Africa as held for sale as management approved and committed to a formal plan to actively market the disposal group and expects the sale to close within the next twelve months. Upon classifying the South Africa disposal group as held for sale, the Company measured the disposal group at the lower of its carrying value or fair value less any costs to sell, resulting in angoodwill impairment, loss of $5.7 million during the three months ended December 31, 2015.

see Note 7 — Fair Value Measurements.

F-17

CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6.

5. GOODWILL & INTANGIBLE ASSETS

The following table summarizes the goodwill and identifiable (Continued)





Intangible Assets, Net
Other intangible assets asconsist of December 31, 2015 and 2014:

the following:

   December 31, 2016 December 31, 2015
 Useful Life Gross Accum. Amortiz. Net Gross Accum. Amortiz. Net
 (Years) (in thousands)
Intangible assets subject to amortization:             
  Capitalized software (1)
2 - 7 $142,358
 $(74,530) $67,828
 $162,700
 $(82,596) $80,104
  Patents, copyrights and trademarks6 - 25 6,438
 (5,471) 967
 6,892
 (5,135) 1,757
  Other* 2,855
 (2,855) 
 8,290
 (8,151) 139
Intangibles not subject to amortization:             
  In progress (2)
  3,616
 
 3,616
 
 
 
  Trademarks and other (3)
  289
 
 289
 297
 
 297
Total  $155,556
 $(82,856) $72,700
 $178,179
 $(95,882) $82,297

 
 December 31, 2015 December 31, 2014 
 
 Gross
Carrying
Amount
 Accumulated
Amortization
 Net Carrying
Amount
 Gross
Carrying
Amount
 Accumulated
Amortization
 Net
Carrying
Amount
 
 
 (in thousands)
 

Capitalized software

 $162,700(1)$(82,596)(2)$80,104 $157,615(1)$(62,591)(2)$95,024 

Customer relationships

  4,016  (4,016)   5,945  (5,798) 147 

Patents, copyrights, and trademarks

  6,892  (5,135) 1,757  6,702  (4,931) 1,771 

Core technology(3)

  3,498  (3,498)   4,170  (4,170)  

Other

  776  (637) 139  698  (636) 62 

Total finite lived intangible assets

  177,882  (95,882) 82,000  175,130  (78,126) 97,004 

Indefinite lived intangible assets(3)

  297    297  333    333 

Goodwill(3)

  1,973    1,973  2,044    2,044 

Goodwill and intangible assets

 $180,152 $(95,882)$84,270 $177,507 $(78,126)$99,381 

(1)
Includes $4.1
(1)
Gross carrying amount at December 31, 2016 includes $0.8 million of software held under a capital lease classified as capitalized software as of December 31, 2016, and $4.1 million as of December 31, 2015. Accumulated amortization includes $0.8 million and $3.1 million for software held under a capital lease as of December 31, 2016, and December 31, 2015, respectively, and is amortized using the straight-line method over the useful life.
(2)     Primarily capitalized software as of each of December 31, 2015 and 2014. During 2013, Crocs began an implementation of a new enterprise resource planning, ("ERP") system, which was placed into service in 2015. project costs under development.
(3)     Change due to foreign currency translation.
As of December 31, 2015 and 2014, Crocs capitalized $4.1 million and $36.1 million, respectively, for costs associated with the development2016, estimated future annual amortization expense of and added functionality to the ERP system.

(2)
Includes $3.1 million and $2.5 million of accumulated amortization of software held under a capital lease as of December 31, 2015 and 2014, respectively, which is amortized using the straight-line method over the useful life.

(3)
Changes in core technology, goodwill, and indefinite lived intangible assets relate entirely to the impact of foreign currency translation.
is:

 
Amortization

 (in thousands)
2017$17,812
201815,819
201913,452
202010,698
202110,366
Thereafter648
Total$68,795
During the years ended December 31, 2016, 2015, and 2014, and 2013,total amortization expense recorded for intangible assets with finite lives was $19.0 million, $19.7 million and $14.2 million, and $17.2 million, respectively, of which $5.1 million, $5.8 million $4.9 million and $6.0$4.9 million, respectively, was recordedreported in 'Cost of sales', with the remaining amounts recordedremainder in 'Selling, general and administrative expenses' onin the consolidated statements of operations.

At December 31, 2016, the weighted average remaining useful life of intangibles subject to amortization was approximately 6.5 years.

F-18

CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. GOODWILL & INTANGIBLE ASSETS (Continued)ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES


Accrued expenses and other current liabilities consist of the following:
 December 31,
 2016 2015
 (in thousands)
Accrued compensation and benefits$20,898
 $20,973
Fulfillment, freight and duties14,572
 14,776
Professional services10,900
 15,019
Accrued rent and occupancy7,335
 7,639
Deferred revenue and royalties7,475
 1,430
Sales/use and value-added taxes4,978
 7,018
Accrued loss on disposal group (1)

 6,743
Other (2)
12,124
 18,975
Total accrued expenses and other current liabilities$78,282
 $92,573

(1)
Accrued loss on the South Africa disposal group, primarily a reclassification of the cumulative translation adjustment.
(2)
Includes current liabilities related to derivatives, Series A preferred stock dividends, legal, other accrued expenses and, in 2015, restructuring.

7. FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
U.S. GAAP for fair value establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The following table summarizes estimated future annual amortizationCompany utilizes a combination of intangiblemarket and income approaches to value derivative instruments. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels of the hierarchy are as follows:
Level 1Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2Unadjusted quoted prices in active markets for similar assets and liabilities; or
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or
Inputs other than quoted prices that are observable for the asset or liability.
Level 3Unobservable inputs for the asset or liability.
The financial assets and liabilities that are measured and recorded at fair value on a recurring basis consist of the Company's derivative instruments. The Company's derivative instruments are forward foreign currency exchange contracts. The Company manages credit risk of its derivative instruments on the basis of its net exposure with its counterparty and has elected to measure the fair value in the same manner. All of the Company's derivative instruments are classified as Level 2 and are reported within 'Accrued expenses and other liabilities' in the consolidated balance sheets. There were no transfers between Level 1 or Level 2, nor were there any outstanding derivative instruments classified as Level 3 as of December 31, 2015:

2016 and 2015. The fair value of the Company's derivative instruments was $0.2 million and $0.1 million at December 31, 2016 and 2015, respectively. See Note 8 — Derivative Financial Instruments for more information.

The carrying amounts of the Company's cash and cash equivalents, accounts receivable, accounts payable and current accrued liabilities approximate their fair value as recorded due to the short-term maturity of these instruments, which approximates fair value.
The Company's borrowing instruments are recorded at their carrying values in the consolidated balance sheets, which may differ from their respective fair values. The fair values of the Company's notes payable outstanding approximate their carrying values at December, 31, 2016 based on interest rates currently available to the Company for similar borrowings.

F-19

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. FAIR VALUE MEASUREMENTS (Continued)


Fiscal years ending December 31,
 Amortization
(in thousands)
 

2016

 $18,100 

2017

  16,397 

2018

  14,513 

2019

  12,983 

2020

  10,483 

Thereafter

  9,524 

Total

 $82,000 
 December 31, 2016 December 31, 2015
 Carrying Value Fair Value Carrying Value Fair Value
 (in thousands)
Notes payable and capital lease obligations$2,378
 $2,378
 $6,399
 $6,399

Goodwill Impairment

Crocs assesses

Non-Financial Assets and Liabilities
The Company's non-financial assets, which primarily consist of property and equipment, goodwill and other intangible assets, are not required to be carried at fair value on a recurring basis and are reported at carrying value. However, on a periodic basis or whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), non-financial instruments are assessed for impairment and, if applicable, written down to and recorded at fair value,
During 2016, 2015 and 2014 the Company recorded non-cash impairments to reduce the carrying values of certain retail store assets to their fair values. These impairments were recorded in 'Asset impairments' on the Company's consolidated statements of operations. In 2016, the Company recorded a non-cash impairment to the carrying value of goodwill in its European segment. The fair values of these assets were determined based on Level 3 measurements, including estimates of the amount and timing of future cash flows based upon historical experience, expected market conditions, and management's plans.
 December 31,
 2016 2015 2014
 (in thousands)
Retail store asset impairment$2,713
 $15,306
 $8,827
Goodwill impairment431
 
 

The Company's remaining goodwill is reported within its European segment. The results of the Company's most recent quantitative impairment test for the remaining goodwill indicated that the fair value of the reporting unit levelexceeded its carrying value. See Note 4 — Property and Equipment, net and Note 5 — Goodwill and Intangible Assets, net for additional information.
8. DERIVATIVE FINANCIAL INSTRUMENTS
The Company transacts business in various foreign countries and is therefore exposed to foreign currency exchange rate risk that impacts the reported U.S. Dollar amounts of revenues, costs, and certain foreign currency monetary assets and liabilities. In order to manage exposure to fluctuations in foreign currency and to reduce the volatility in cash flows and earnings caused by fluctuations in foreign exchange rates, the Company enters into forward contracts to buy and sell foreign currency. By policy, the Company does not enter into these contracts for trading purposes or speculation.

Counterparty default risk is considered low because the forward contracts that the Company enters into are over-the-counter instruments transacted with highly-rated financial institutions. The Company was not required and did not post collateral as of December 31, 2016 and 2015.
The Company's derivative instruments are recorded at fair value as a derivative asset or liability in the consolidated balance sheets. The Company reports derivative instruments with the same counterparty on an annuala net basis onwhen a master netting arrangement is in place. Changes in fair value are recognized within 'Foreign currency loss, net' in the consolidated statements of operations. For purposes of the cash flow statement, the Company classifies cash flows from derivative instruments at settlement in the same category as the cash flows from the related hedged items, generally within 'Cash provided by (used in) operating activities'.
Results of Derivative Activities
The fair values of derivative assets and liabilities, which are reported within 'Accrued expenses and other liabilities' in the consolidated balance sheets were:

F-20

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

 December 31, 2016 December 31, 2015
 Derivative Assets Derivative Liabilities Derivative Assets Derivative Liabilities
 (in thousands)
Forward foreign exchange contracts       
  Level 1$
 $
 $
 $
  Level 26,541
 (6,698) 
 (55)
  Level 3
 
 
 
 6,541
 (6,698) 
 (55)
Netting of counterparty contracts(6,541) 6,541
 
 
  Foreign exchange derivative liabilities$
 $(157) $
 $(55)
The notional amounts of outstanding foreign currency forward exchange contracts shown below report the total U.S. Dollar equivalent position of all contracts for each foreign currency position.
 December 31, 2016 December 31, 2015
 Notional Fair Value Notional Fair Value
Singapore Dollar$94,763
 $(2,611) $
 $
Japanese Yen87,171
 4,180
 98,390
 
Euro71,228
 (1,441) 34,219
 
British Pound Sterling14,332
 (660) 21,859
 
Other currencies60,727
 375
 39,923
 (55)
 $328,221
 $(157) $194,391
 $(55)
        
Latest maturity dateJanuary 2017
   January 2016
  
Amounts reported within 'Foreign currency loss, net' in the consolidated statements of operations include both realized and unrealized gains/losses from foreign currency transactions and derivative contracts, and are as follows:
 Year Ended December 31,
 2016 2015 2014
 (in thousands)
Foreign currency transaction gain (loss)$10,814
 $3,980
 $(1,097)
Foreign currency loss on foreign currency forward contracts(13,268) (7,312) (3,788)
Foreign currency loss, net$(2,454) $(3,332) $(4,885)
9. REVOLVING CREDIT FACILITY AND BANK BORROWINGS
The Company's borrowings consist of:
  December 31,
  2016 2015
  (in thousands)
Notes payable $2,329
 $6,375
Capital lease obligations 49
 24
Total notes payable and capital lease obligations 2,378
 6,399
Less: short term notes payable and capital lease obligations 2,338
 4,772
  Total long-term notes payable and capital lease obligations $40
 $1,627

F-21

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. REVOLVING CREDIT FACILITY AND BANK BORROWINGS (Continued)



Senior Revolving Credit Facility

The Company's Senior Revolving Credit Facility (the "Facility"), as amended, provides for borrowings of up to $80 million through February 2021. Borrowings under the Facility for domestic base rate loans, including swing loans, bear interest a daily base rate plus a margin ranging from 0.50% to 0.75%. Domestic London Interbank Borrowing Rate ("LIBOR") loans bear interest equal to a LIBOR rate plus a margin ranging from 1.50% to 1.75%. The Facility has financial covenants that restrict the amount available under the Facility, including limitations on: (i) stock repurchases to $50.0 million per year, subject to certain restrictions; and (ii) capital expenditures and commitments to $50.0 million per year. The Facility also requires the Company to meet certain financial covenant ratios, including a minimum fixed charge coverage ratio of 1.10 to 1.00, and a maximum leverage ratio to 2.00 to 1.00.

On November 22, 2016 the Company entered into the Thirteenth Amendment to the Facility, which slightly modified the definition of Consolidated EBITDA to be more favorable to the Company.
On June 13, 2016, the Company entered into the Twelfth Amendment to the Facility, which increased the borrowing capacity available from $75.0 million to $80.0 million. In addition, financial covenants were amended to become applicable when the average borrowings under the Facility exceed 25% of the total borrowing capacity, over a 30-day period, commencing 15 days prior to the last day of each fiscal quarter.

As of December 31, 2016, the Company had no borrowings under the Facility. The Company was in compliance with each of the covenants under the Facility as of December 31, 2016 as follows: (i) fixed charge coverage ratio (adjusted EBITDA plus fixed charges before tax for a rolling four quarters divided by fixed charges before tax plus interest for a rolling four quarters) was 1.98 to 1.00 (ii) leverage ratio (consolidated indebtedness divided by adjusted EBITDA for a rolling four quarters) was 0.26 to 1.00, (iii) stock repurchases were zero, and (iv) capital expenditures and commitments were $23.9 million.
At December 31, 2016 the Company had outstanding letters of credit of $1.3 million, which reduce the amounts available for borrowing under the terms of the Facility. As of December 31, 2016 and 2015, the Company had $78.7 million and $73.7 million, respectively, of available borrowing capacity.
Asia Revolving Credit Facility
On August 28, 2015, a wholly-owned subsidiary of the Company entered into a revolving credit facility agreement (the "Asia Facility") with HSBC Bank (China) Company Limited, Shanghai Branch ("HSBC"). The Asia Facility enables the Company to borrow uncommitted dual currency revolving loan facilities up to 40.0 million Chinese Renminbi ("RMB"), or $5.8 million, with a combined facility limit of RMB 60.0 million or $8.6 million through February 2021. For loans denominated in U.S. dollars, the interest rate is 2.1% per annum plus LIBOR for three months or any other period as may be determined by HSBC at the end of each three month interest period.
For RMB loans, interest equals the one year benchmark lending rate effective on the loan draw-down date set forth by the People’s Bank of China plus 10%, payable on the maturity date of the related loan. The Asia Facility may be canceled or more frequently if eventssuspended at any time at the discretion of the lender and circumstances indicate impairmentcontains provisions requiring the Company to maintain compliance with certain restrictive covenants. As of December 31, 2016 and 2015, the Asia Facility remained suspended at the discretion of HSBC and the Company had no outstanding borrowings or borrowings available. The Asia Revolving Credit Facility will mature on February 18, 2021.








F-22

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. REVOLVING CREDIT FACILITY AND BANK BORROWINGS (Continued)



Notes Payable
The Company financed the cost of its enterprise software system, which began in October 2012 and was substantially completed in early 2015 through a series of notes payable. In addition the Company financed certain insurance coverage premiums. The Company pays fixed interest at rates ranging from 1.85% to 2.79%.
The maturities of the Company's debt and capital lease obligations were:
 December 31, 2016
 (in thousands)
2017$2,338
201813
201912
202015
Total principal debt maturities2,378
Current portion2,338
Non-current portion$40
10. EQUITY

Common Stock

The Company has one class of common stock with a par value of $0.001 per share. There are 250 million shares of common stock authorized for issuance. Holders of common stock are entitled to one vote per share voting together as a single class on all matters presented to the stockholders for their approval, except with respect to the election and removal of directors or as otherwise required by applicable law.
Common Stock Repurchase Program

On December 26, 2013, the Board of Directors approved and authorized a program to repurchase up to $350 million of our common stock. The number, price and timing of the repurchases are at the Company’s sole discretion, subject to certain restrictions on repurchases under the Company's Revolving Credit Facility, and may be made depending on market conditions, liquidity needs or other factors. The Company’s Board of Directors may suspend, modify or terminate the program at any time without prior notice. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorization does not have occurred.an expiration date and does not obligate the Company to acquire any amount of its common stock. Under Delaware state law, these shares are not retired, and the issuer has the right to resell any of the shares repurchased.
The Company did not repurchase any of its common stock during 2016. During 2015, the Company repurchased 6.5 million shares for $85.9 million including commissions. During 2014, the Company repurchased 10.6 million shares for $145.9 million including commissions. As of December 31, 2016, the Company had authorization to repurchase approximately $118.7 million of its common stock.

Preferred Stock

The Company has authorized and available for issuance 4 million shares of preferred stock. None of these preferred shares are issued or outstanding as of December 31, 2016 and 2015.

Series A Convertible Preferred Stock
The Company is authorized to issue up to 1.0 million shares of Series A convertible preferred stock ("Series A Preferred stock"), par value $0.001 per share, of which 0.2 million shares have been issued to the Blackstone Purchasers. The Series A Preferred stock has a stated value of $1,000 per share. Holders of Series A Preferred stock are entitled to receive dividends declared or paid

F-23

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. EQUITY (CONTINUED)


on the Company's common stock and are entitled to vote together with the holders of the Company's common stock as a single class, in each case, on an as-converted basis. Holders of Series A Preferred stock also have certain limited special approval rights, including with respect to the issuance of pari passu or senior equity securities of the Company.
Participation Rights and Dividends
The Series A preferred stock ranks senior to the Company's common stock with respect to rights to preferred dividends, liquidation, winding-up, and dissolution. Holders of Series A preferred stock are entitled to cumulative dividends payable quarterly in cash at a rate of 6% per annum. If the Company fails to make timely dividend payments, the dividend rate will increase to 8% per annum until such time as all accrued but unpaid dividends have been paid in full. As of December 31, 2016 and 2015, the Company had accrued preferred dividends of $3.0 million at each balance sheet date which are reported within "Accrued expenses and other liabilities' in the consolidated balance sheets. These accrued dividends were each paid in cash on January 3, 2017 and January 4, 2016.
Conversion Right
The Series A preferred stock is convertible at the option of the holders at any time into shares of common stock at a conversion price of $14.50 per share, subject to adjustment for customary anti-dilution provisions. Anytime on or after January 27, 2017, provided the closing price of the Company's common stock has been equal to or greater than $29.00 for 20 consecutive trading days, the Company may elect to convert all or a portion of the Series A preferred stock into an equivalent number of shares of common stock. At December 31, 2016, had the Company been entitled to exercise its conversion right, the Series A preferred stock would have been convertible into 13,793,100 shares of common stock.
Redemption Rights of the Company and Blackstone
The Company has the option to redeem the Series A preferred stock anytime on or after January 27, 2022 for 100% of the stated redemption value of $200 million plus all accrued and unpaid dividends.
Blackstone has the option to redeem the Series A preferred stock any time after January 27, 2022 or upon a change in control. Further, upon certain change of control events, Blackstone can require the Company to repurchase the Series A preferred stock at 101% of the redemption value plus all accrued and unpaid dividends. The Series A preferred stock is reported as temporary or mezzanine equity in the consolidated balance sheets. The carrying value of the goodwill exceedsSeries A preferred stock is accreted up to its implied fair$200 million redemption value Crocs records an impairment loss equalon a straight-line basis through the redemption date.
11. STOCK COMPENSATION
Equity Incentive Plans
The Company's 2015 Equity Incentive Plan (the "2015 Plan") provides for the issuance of common stock in connection with the grant of non-qualified stock options, incentive stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, common stock, or any other share-based award to eligible employees, consultants, and members of the difference.Board. The Company also had two predecessor plans, the 2005 Equity Incentive Plan (the "2005 Plan") and the 2007 Equity Incentive Plan (the "2007 Plan"). Shares of common stock reserved and authorized for issuance at December 31, 2016 under all plans were 9,969,331 shares, subject to adjustment for future stock splits, stock dividends, and similar changes in capitalization.

F-24

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. STOCK COMPENSATION (Continued)

Stock Option Activity
Stock option activity for the years ended December 31, 2016, 2015, and 2014 was:
 Shares 
Weighted Average
Exercise Price
 
Weighted Average
Remaining
Contractual Life
(Years)
 
Aggregate
Intrinsic
Value
 (in thousands, except exercise price and years)
Outstanding as of January 1, 20142,105
 $13.34
 4.86 $10,790
Granted119
 14.22
    
Exercised(266) 5.05
    
Forfeited or expired(262) 21.02
    
Outstanding as of December 31, 20141,696
 $13.52
 3.88 $4,435
Granted35
 13.52
    
Exercised(285) 6.54
    
Forfeited or expired(150) 21.82
    
Outstanding as of December 31, 20151,296
 $14.09
 2.83 $1,261
Granted
 
    
Exercised(104) 4.04
    
Forfeited or expired(674) 13.47
    
Outstanding as of December 31, 2016518
 $16.90
 3.99 $186,184
Exercisable at December 31, 2016447
 $17.37
 3.48 $186,184
Vested and expected to vest at December 31, 2016518
 $16.90
 3.97 $186,184
No stock options were granted during 2016. During the years ended December 31, 2015 and 2014 Crocs did not record any impairmentsstock options were valued using a Black Scholes option pricing model using the following assumptions:
 Year Ended December 31,
 2015 2014
Expected volatility43% 44% - 50%
Dividend yield 
Risk-free interest rate1.50% - 1.72% 1.41% - 1.71%
Expected life (in years)4.00 4.00
The weighted average grant date fair value of stock options granted during the years ended December 31, 2015 and 2014 was approximately $4.74, and $5.35, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2016, 2015, and 2014 was $0.5 million, $1.7 million, and $2.7 million, respectively. During the years ended December 31, 2016, 2015, and 2014 the Company received $0.4 million, $1.9 million and $1.3 million cash in connection with the exercise of stock options. The total grant date fair value of stock options vested during the years ended December 31, 2016, 2015, and 2014 was $0.3 million, $0.7 million, and $0.8 million, respectively.
As of December 31, 2016, the Company had $0.3 million of total unrecognized share-based compensation expense related to goodwill. unvested options, which is expected to be amortized over the remaining weighted average period of 1.81 years.
Stock options under both the 2005 Plan and the 2007 Plan generally vest ratably over four years with the first vesting occurring one year from the date of grant, followed by monthly vesting for the remaining three years.

F-25

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. STOCK COMPENSATION (Continued)

Restricted Stock Awards and Units
From time to time, restricted stock awards ("RSAs") and restricted stock units ("RSUs") are granted to employees. RSAs and RSUs generally vest over three years, depending on the terms of the grant. Holders of unvested RSAs have the same rights as those of common stockholders including voting rights and non-forfeitable dividend rights. However, ownership of unvested RSAs cannot be transferred until vested. Holders of unvested RSUs have a contractual right to receive a share of common stock upon vesting. RSUs have dividend equivalent rights which accrue over the term of the award and are paid if and when the RSUs vest, but RSU holders have no voting rights. The Company grants time-based RSUs and performance-based RSUs.
Time-based RSUs are typically granted on an annual basis to certain executive and non-executive employees and vest on a straight-line basis in three annual installments, beginning one year after the grant date. During the years ended December 31, 2016, 2015, and 2014, the Board approved grants of 0.4 million, 0.4 million, and 0.3 million RSUs to certain non-executives.
During the years ended December 31, 2016, 2015, and 2014, the Board approved the grant of 1.2 million, 1.5 million, and 0.9 million, respectively, RSUs to certain executives as part of a performance incentive program.
Performance-based RSUs are granted on an annual basis to certain executive employees and consist of a time-based and performance-based component. Under the time-based component, RSUs vest at the end of each of the three years beginning one year from the grant date. The performance targets and vesting conditions for performance-based RSU's are based on achievement of multiple weighted performance goals, and vest upon certification of the compensation committee plus an additional service period.
RSA and RSU activity during the years ended December 31, 2016, 2015, and 2014 was:
 Restricted Stock Awards Restricted Stock Units
 Shares 
Weighted
Average
Grant Date
Fair Value
 Units 
Weighted
Average
Grant Date
Fair Value
Unvested at January 1, 2014210,490
 $13.43
 1,965,667
 $16.50
Granted9,973
 15.04
 1,749,993
 16.05
Vested(68,420) 15.03
 (541,888) 17.64
Forfeited(144,555) 12.67
 (1,176,301) 16.51
Unvested at December 31, 20147,488
 $15.61
 1,997,471
 $15.78
Granted15,987
 15.01
 2,866,562
 10.14
Vested(15,480) 15.30
 (505,025) 16.20
Forfeited(1,328) 15.00
 (1,270,630) 14.14
Unvested at December 31, 20156,667
 $15.00
 3,088,378
 $10.75
Granted22,860
 10.28
 2,312,121
 9.16
Vested(18,097) 12.02
 (612,370) 13.05
Forfeited
 
 (932,761) 11.26
Unvested at December 31, 201611,430
 $10.28
 3,855,368
 $10.31
RSAs vested during the years ended December 31, 2016, 2015, and 2014 consisted entirely of time-based awards. RSUs vested during the year ended December 31, 2016 consisted of 31,396 performance-based awards and 599,071 time-based awards. RSUs vested during the year ended December 31, 2015 consisted of 67,893 performance-based awards and 437,132 time-based awards. RSUs vested during the year ended December 31, 2014 consisted of 30,946 performance-based awards and 510,942 time-based awards.
The total grant date fair value of RSAs vested during the years ended December 31, 2016, 2015, and 2014 was $0.2 million, $0.2 million, and $1.0 million, respectively. As of December 31, 2016, there was $0.1 million of total unrecognized share-based compensation expense related to non-vested restricted stock awards, all of which was related to time-based awards. As of December 31, 2016, unvested RSAs are expected to amortize over a remaining weighted average period of 0.43 years.

F-26

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. STOCK COMPENSATION (Continued)

The total grant date fair value of RSUs vested during the years ended December 31, 2016, 2015, and 2014 was $8.0 million, $8.2 million and $9.6 million, respectively. As of December 31, 2016, there was $14.2 million of total unrecognized share-based compensation expense related to unvested restricted stock units, of which $2.6 million is related to performance-based awards and $11.6 million is related to time-based awards. As of December 31, 2016, unvested RSUs are expected to amortize over a remaining weighted average period of 1.63 years, which consists of a remaining weighted average period of 1.56 years related to performance-based awards and a remaining weighted average period of 1.71 years related to time-based awards.
Share-based Compensation Expense
During the years ended December 31, 2016, 2015, and 2014, the Company recorded $10.7 million, $11.2 million, and $12.7 million, respectively, of pre-tax share-based compensation expense, of which $0.5 million, $0.5 million and $0.8 million is reported within 'Cost of sales', and $10.2 million, $10.7 million and $11.8 million, respectively in 'Selling, general and administrative expense in the consolidated statements of operations. During 2014, $0.2 million of share compensation cost related to the Company's enterprise resource planning system was included in capitalized software cost.
12. ALLOWANCES
Changes in the allowance for doubtful accounts, the reserve for sales returns and allowances, and unapplied rebates were:
 
Allowance for
doubtful accounts
 
Reserve for sales
returns and
allowances
 
Reserve for
unapplied rebates
 Total
 (in thousands)
Beginning balance at January 1, 2014$3,656
 $5,410
 $1,447
 $10,513
Reduction in revenues
 69,834
 5,397
 75,231
Expense12,087
 
 
 12,087
Recoveries, applied amounts, and write-offs          (2,134) (68,030) 4,725
 (65,439)
Ending balance at December 31, 201413,609
 7,214
 11,569
 32,392
Reduction in revenues
 71,649
 11,106
 82,755
Expense26,225
 
 
 26,225
Recoveries, applied amounts, and write-offs          (3,466) (74,224) (14,318) (92,008)
Ending balance at December 31, 201536,368
 4,639
 8,357
 49,364
Reduction in revenues
 72,995
 9,036
 82,031
Expense6,079
 
 
 6,079
Recoveries, applied amounts, and write-offs          (9,591) (71,513) (8,232) (89,336)
Ending balance at December 31, 2016$32,856
 $6,121
 $9,161
 $48,138
During the year ended December 31, 2013, Crocs2015, multiple China distributors defaulted on their payment obligations and, as a result, the Company recorded $0.3a $23.2 million charge in 2015 to increase the China allowance for doubtful accounts to $30.3 million at December 31, 2015. In addition to the allowance for doubtful accounts of $30.3 million, the Company also maintained China reserves for sales returns and allowances and unapplied rebates, bringing the total China allowances to $36.4 million as of December 31, 2015. As of December 31, 2015, China operations accounted for $41.6 million of goodwill impairment related to the retail channelCompany's gross receivables, of which $38.2 million were past due. Our net accounts receivable balance for our China operations as of December 31, 2015 was $5.1 million.
The Company addressed the Crocs Benelux B.V.declining collection rates experienced in 2015 from our China operations by limiting or terminating its relationship with certain distributors. Beginning in late 2015, the Company implemented a more restrictive credit policy for several China distributors and also expanded its relationship with other, financially stronger existing business purchased by Crocs Stores B.V. subsidiary in July 2012. Goodwill and associated impairments are part of the Europe segment.

partners.

F-27

CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. ACCRUED EXPENSES

12. ALLOWANCES (Continued)

Changes in the China allowance for doubtful accounts, the reserve for sales returns and allowances, and unapplied rebates were:
 Allowance for
doubtful accounts
 Reserve for sales
returns and
allowances
 Reserve for
unapplied rebates
  Total
China Operations(in thousands) 
Beginning balance at January 1, 2014$24
 $225
 $1,051
  $1,300
Reduction in revenue
 6,921
 
  6,921
Expense8,552
 
 
  8,552
Recoveries, applied amounts, and write-offs          (136) (3,103) 7,572
  4,333
Ending balance at December 31, 20148,440
 4,043
 8,623
  21,106
Reduction in revenue
 7,769
 3,511
  11,280
Expense23,163
 
 
  23,163
Recoveries, applied amounts, and write-offs          (1,315) (11,618) (6,172)  (19,105)
Ending balance at December 31, 201530,288
 194
 5,962
  36,444
Reduction in revenue
 9,243
 1,380
  10,623
Expense1,097
 
 
  1,097
Recoveries, applied amounts, and write-offs          (5,752) (8,575) (1,013)  (15,340)
Ending balance at December 31, 2016$25,633
 $862
 $6,329
  $32,824


F-28

CROCS, INC. AND OTHER CURRENT LIABILITIES

SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES


The following table summarizes accrued expensessets forth income before taxes and other currentthe expense for income taxes for the years ended December 31, 2016, 2015, and 2014:
 Year Ended December 31,
 2016 2015 2014
 (in thousands)
Income (loss) before taxes: 
  
  
U.S. $(55,617) $(83,537) $(34,622)
Foreign48,404
 8,793
 26,073
Total income (loss) before taxes$(7,213) $(74,744) $(8,549)
Income tax expense: 
  
  
Current income taxes 
  
  
U.S. federal$49
 $480
 $(12,049)
U.S. state126
 195
 (23)
Foreign9,494
 7,488
 7,620
Total current income taxes9,669
 8,163
 (4,452)
Deferred income taxes: 
  
  
U.S. federal263
 (3,902) 400
U.S. state
 (118) 236
Foreign(651) 4,309
 193
Total deferred income taxes(388) 289
 829
Total income tax expense (benefit)$9,281
 $8,452
 $(3,623)

The increase in tax expense for 2016 versus 2015 was driven by the income tax effects on the pretax results in countries where the Company records a provision.

F-29

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)

The following table sets forth income reconciliations of the statutory federal income tax rate to actual rates based on income or loss before income taxes for the years ended December 2016, 2015, and 2014:
 December 31,
 2016 2015 2014
 (in thousands)
Federal income tax rate$(2,524) 35.0 % $(26,160) 35.0 % $(2,992) 35.0 %
State income tax rate, net of federal benefit(202) 2.8
 (543) 0.7
 2,598
 (30.4)
Effect of rate differences(12,624) 175.0
 (3,678) 4.9
 (3,362) 39.3
Non-deductible / Non-taxable items          2,694
 (37.4) (2,181) 2.9
 (9,904) 115.8
Change in valuation allowance16,041
 (222.4) 10,892
 (14.5) 5,370
 (62.8)
U.S. tax on foreign earnings23,130
 (320.6) 82,311
 (110.0) 17,196
 (201.2)
Foreign tax credits(18,581) 257.6
 (49,432) 66.1
 (11,026) 129.0
Uncertain tax positions19
 (0.3) (3,952) 5.3
 (25,172) 294.4
Audit settlements253
 (3.5) 1,167
 (1.6) 13,448
 (157.3)
Stock Compensation Windfall / Shortfall

2,120
 (29.4) 
 
 
 
Deferred income tax account adjustments(842) 11.7
 
 
 8,679
 (101.5)
Write-off of income tax receivable
 
 
 
 1,577
 (18.4)
Other(203) 2.8
 28
 (0.1) (35) 0.5
Effective income tax rate$9,281
 (128.7)% $8,452
 (11.3)% $(3,623) 42.4 %

The 2015 and 2014 amounts have been recast to reflect the pertinent amounts on the rows that were added this year.
The following table sets forth deferred income tax assets and liabilities as of December 2016 and 2015:
 December 31,
 2016 2015
 (in thousands)
Non-current deferred tax assets: 
  
Stock compensation expense$4,597
 $7,142
Long-term accrued expenses26,127
 26,114
Net operating loss and charitable contribution carryovers36,424
 22,518
Intangible assets3,654
 4,725
Future uncertain tax position offset396
 456
Unrealized loss on foreign currency
 466
Foreign tax credit69,586
 27,109
Other5,481
 5,548
Valuation allowance(90,900) (56,572)
Total non-current deferred tax assets$55,365
 $37,506
Non-current deferred tax liabilities: 
  
Intangible assets

$(41) $(24,572)
Unremitted earnings of foreign subsidiary(32,427) (6,432)
Property and equipment(16,072) 
Total non-current deferred tax liabilities$(48,540) $(31,004)


F-30

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)

We annually receive cash from our foreign subsidiaries’ current year earnings. Separately, while we have accrued U.S. federal income tax on substantially all current year foreign earnings from 2010-2016, we treat all other accumulated foreign subsidiary earnings through December 31, 20152016, as indefinitely reinvested under the accounting guidance, and 2014:

 
 December 31, 
 
 2015 2014 
 
 (in thousands)
 

Accrued compensation and benefits

 $20,973 $23,824 

Professional services

  15,019  16,212 

Fulfillment, freight and duties

  14,776  12,110 

Accrued rent and occupancy

  7,639  9,675 

Sales/use and VAT tax payable

  7,018  5,897 

Accrued loss on disposal group(1)

  6,743   

Customer deposits

  3,236  3,075 

Dividend payable

  3,000  3,067 

Travel and entertainment liabilities

  2,150  199 

Accrued legal liabilities

  1,971  2,150 

Deferred revenue and royalties payable

  1,430  2,005 

Other(2)

  7,880  2,002 

Total accrued expenses and other current liabilities

 $91,835 $80,216 

(1)
This amount represents accrued losses relatedaccordingly have not provided for any U.S. or foreign tax thereon. In order to arrive at this conclusion, we considered factors including, but not limited to, past experience, domestic cash requirements, and cash requirements to satisfy the South Africa disposal group held for saleongoing operations, capital expenditures and is inclusiveother financial obligations of $6.7our foreign subsidiaries. As of December 31, 2016, U.S. federal income tax expense on approximately $178 million inof undistributed earnings and profits attributable to foreign currency translation adjustments recorded within stockholders' equity.

(2)
The amounts in 'Other' consist of various accrued expenses, of which no individual item accounted for more than 5% of the total balancesubsidiaries have been accrued. Furthermore, as of December 31, 2015 or 2014.

Asset Retirement Obligations

Crocs records a liability equal to the fair value2016, U.S. income and foreign withholding taxes have not been provided on for approximately $208.1 million of unremitted earnings of subsidiaries operating outside of the U.S. as these amounts are considered to be indefinitely reinvested. These earnings are estimated future cost to retire an asset, ifrepresent the liability's fair value canexcess of the financial reporting over the tax basis in Crocs' investments in those subsidiaries. These earnings, which are considered to be reasonably estimated. Crocs' asset retirement obligation ("ARO") liabilities are primarily associated with the disposal of property and equipment that the Company is contractually obligatedindefinitely reinvested, would become subject to remove at the end of certain retail and office leases in order to restore the facilities back to original condition as specified in the related lease agreements. Crocs estimates the fair value of these liabilities based on current store closing costs and discounts the costs back asU.S. income tax if they were remitted to the U.S. The amount of unrecognized deferred U.S. federal income tax liability on the unremitted earnings has not been determined because the hypothetical calculation is not practicable.


The Company adopted ASU 2016-09 during the year, which caused an increase in tax attributes recorded for provision purposes. As the net impact of these difference was recorded to retained earnings as a cumulative change, and subsequently valued, there was no net impact to the Company’s financial statements.

During 2016, Crocs received a Private Letter Ruling from the IRS related to a request to claim bonus depreciation for tax years 2011-2013. As such, the Company filed amended tax returns for those periods and subsequently recorded additional deferred tax liabilities associated with our basis differences in fixed assets. This increase was offset against incremental deferred tax assets related to foreign tax credits.

During 2016, we recorded additional tax loss carryforwards in certain European, South American and Asian jurisdictions in the aggregate of $18.2 million, primarily driven by operational losses recognized based on local statutory accounting requirements. As the carryforwards were generated in jurisdictions where we have historically had book losses or do not have strong future projections related to those operations, we concluded that it was more likely than not that the net operating losses would not be realized, and thus recorded a full valuation allowance on the associated deferred tax assets. As such, as of December 31, 2016, Crocs maintains a valuation allowance of $90.9 million. The recognition of these deferred tax assets and fully offsetting valuation allowance resulted in a zero net impact to the consolidated statement of operations, balance sheet and statement of cash flows.
The following table sets forth a reconciliation of the beginning and ending amount of unrecognized tax benefits during the years ended December 31, 2016, 2015 and 2014:
 December 31,
 2016 2015 2014
 (in thousands)
Unrecognized tax benefit—January 1$4,957
 $8,444
 $31,616
Gross increases—tax positions in prior period646
 643
 7
Gross decreases—tax positions in prior period(664) (385) (3,711)
Gross increases—tax positions in current period245
 549
 904
Settlements(238) (4,126) (20,210)
Lapse of statute of limitations(196) (168) (162)
Unrecognized tax benefit—December 31$4,750
 $4,957
 $8,444

The Company recorded net expense of $0.3 million related to increases in 2016 unrecognized tax benefits combined with amounts effectively settled under audit. Unrecognized tax benefits as of December 31, 2016, relate to tax years that are currently open, and amounts may differ from those to be performed at the inceptiondetermined upon closing of the lease. Atpositions. Annual tax provisions include amounts considered sufficient to pay assessments that may result from examination of prior year tax returns; however, the inceptionamount ultimately paid upon resolution of such leases,issues may differ materially from the amount accrued. Given the uncertainty regarding the timing of the resolution, settlement, and closure of any audits, it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. However, given the number of years remaining that are subject to examination, Crocs recordsis unable to estimate the AROfull range of possible adjustments to the balance of gross unrecognized tax benefits.

F-31

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)

As it relates to the impact of uncertain tax positions on the rate reconciliation, the primary impact includes audit settlements, net increases in position changes (both are noted as part of the tax position tabular disclosure), and accrued interest expense. The gross impact of positions effectively settled are disclosed separately as audit settlements. The net benefit related to 2014 audit settlements is not expected to recur in future periods. Note that the interest component, while carried as a liability on the balance sheet and also recordsrecorded as a related asset in an amount equalcomponent of tax expense, is excluded from the tabular disclosure pursuant to the estimated fair valueguidance under ASC 740-10-50.
Interest and penalties related to income tax liabilities are included in income tax expense in the consolidated statement of operations. For the years ended December 31, 2016, 2015 and 2014, Crocs recorded approximately $0.2 million, $0.2 million and $0.8 million, respectively, of penalties and interest. During the year ended December 31, 2016, Crocs released $0.1 million of interest from settlements, lapse of statutes, and change in certainty. The cumulative accrued balance of penalties and interest was $0.6 million, $0.5 million and $0.9 million, as of December 31, 2016, 2015 and 2014, respectively.
Unrecognized tax benefits of $4.8 million, $5.0 million and $8.4 million as of December 31, 2016, 2015 and 2014, respectively, if recognized, would reduce the annual effective tax rate offset by deferred tax assets recorded for uncertain tax positions.
The following table sets forth the tax years subject to examination for the major jurisdictions where we conduct business as of December 31, 2016:
Netherlands2009 to 2016
Canada2009 to 2016
Japan2010 to 2016
China2008 to 2016
Singapore2012 to 2016
United States2010 to 2016
State income tax returns are generally subject to examination for a period of three to five years after filing of the obligation.respective return. The capitalized assetstate impact of any federal changes remains subject to examination by various state jurisdictions for a period up to two years after formal notification to the states. As such, U.S. state income tax returns for the Company are generally subject to examination for the years 2011 to 2016.
The Company has recorded deferred tax assets related to U.S. federal tax carryforwards, including foreign tax credits and net operating losses, which expire at various dates between 2020 and 2036 of $57.3 million and $21.9 million at December 31, 2016, and December 31, 2015, respectively. The Company has recorded deferred tax assets related to U.S. state tax net operating loss carryforwards which expire at various dates between 2017 and 2036 of $9.4 million and $7.0 million at December 31, 2016, and December 31, 2015, respectively. The Company has recorded deferred tax assets related to foreign tax carryforwards, including foreign tax credits and net operating losses, which expire starting in 2020 and some that do not expire of $39.3 million and $20.7 million as of December 31, 2016, and December 31, 2015, respectively. The significant increase in tax carryforwards is then depreciatedprimarily driven by $17.7 million of U.S. tax carryforwards recorded during 2016 which were previously unrecorded stock compensation windfall attributes and from current year net operating losses and foreign tax credit generation.

F-32

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. EARNINGS PER SHARE


Basic and diluted earnings (loss) per share ("EPS") for the years ended December 31, 2016, 2015, and 2014 were:
 Year Ended December 31,
 2016 2015 2014
 (in thousands)
Numerator     
Net loss attributable to common stockholders—basic and diluted$(31,738) $(98,007) $(18,962)
Denominator 
  
  
Weighted average common shares outstanding—basic and diluted73,371
 75,604
 85,140
Net loss attributable per common share: 
  
  
Basic$(0.43) $(1.30) $(0.22)
Diluted$(0.43) $(1.30) $(0.22)
Diluted EPS is calculated using the two-class method for options and RSUs and the if-converted method for Series A preferred stock. For the years ended December 31, 2016, 2015, and 2014, 2.2 million, 2.1 million, and 2.0 million options and RSUs, respectively, were excluded from the calculation of diluted EPS under the two-class method because the effect was anti-dilutive. The Series A preferred shares were excluded in the calculation of diluted EPS under the if-converted method because the effect on was anti-dilutive. If converted, Series A preferred stock would represent approximately 15.8% of the Company's common stock outstanding, or 13.8 million additional common shares as of December 31, 2016.
15. COMMITMENTS AND CONTINGENCIES
Rental Commitments and Contingencies
The Company rents space for its retail stores, offices, warehouses, vehicles, and equipment under operating leases expiring at various dates through 2033. Certain leases contain rent escalation clauses. Rent expense for leases with escalations or rent holidays is recognized on a straight-line basis over the useful lifelease term beginning on the lease inception date. Certain leases also provide for contingent rents, which are generally determined as a percent of the asset. Upon retirementsales in excess of the ARO liability, any difference between the actual retirement costs incurred and the previously recorded estimated AROspecified levels. A contingent rent liability is recognized together with the corresponding rent expense when specified levels have been achieved or when the Company determines that achieving the specified levels during the period is probable.
Deferred rent is included in the consolidated balance sheets in 'Accrued expenses and other current liabilities'. Future minimum lease payments under operating leases were as follows:
   
Year ending December 31, December 31, 2016
  (in thousands)
2017 $68,241
2018 56,125
2019 42,702
2020 35,692
2021 29,230
Thereafter 78,565
Total minimum lease payments $310,555
Minimum sublease rentals of $0.2 million under non-cancelable subleases and contingent rentals, which may be paid under certain retail leases on a gainbasis of percentage of sales in excess of stipulated amounts, are excluded from the commitment schedule.

F-33

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. LEGAL PROCEEDINGS (Continued)

Rent expense under operating leases was:
 Year Ended December 31,
 2016 2015 2014
 (in thousands)
Minimum rentals$88,182
 $96,579
 $108,466
Contingent rentals14,596
 14,929
 16,875
Less: Sublease rentals(187) (322) (868)
Total rent expense$102,591
 $111,186
 $124,473

Minimum rentals include all lease payments, fixed and variable common area maintenance, parking and storage fees, which were approximately $10.2 million, $9.1 million, and $9.6 million during the years ended December 31, 2016, 2015, and 2014, respectively.
Purchase Commitments
In December 2011, the Company renewed and amended its supply agreement with Finproject S.p.A. (formerly known as Finproject s.r.l.), which provides the Company the right to purchase certain raw materials used to manufacture its products. The supply agreement requires that the Company meet minimum purchase requirements throughout the term of the agreement, which renews annually on January 1st unless terminated by either party. Historically, the minimum purchase requirements have not been onerous and the Company does not expect them to become onerous in the future. Depending on the material purchased, pricing is based either on contracted price or is subject to quarterly reviews and fluctuates based on order volume, currency fluctuations, and raw material prices. Pursuant to the agreement, the Company guarantees the payment for certain third-party manufacturer purchases of these raw materials up to a maximum potential amount of €3.5 million (approximately $3.7 million as of December 31, 2016).
As of December 31, 2016 and 2015, the Company had firm purchase commitments with other certain third-party manufacturers of $125.9 million and $158.2 million, respectively.
Government Tax Audits
The Company is regularly subject to, and is currently undergoing, audits by tax authorities in the United States and several foreign jurisdictions for prior tax years.
Other
During its normal course of business, the Company may make certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain matters. The Company cannot determine a range of estimated future payments and has not recorded any liability for indemnities, commitments and guarantees in the accompanying consolidated balance sheets.
See Note 17 — Legal Proceedings for further details regarding potential loss contingencies related to government tax audits and other current legal proceedings.
16. OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION
The Company has three reportable operating segments based on the geographic nature of our operations: Americas, Asia Pacific, and Europe. We also have an 'Other businesses' category which aggregates insignificant operating segments that do not meet the reportable segment threshold, including manufacturing operations located in Mexico and Italy, and corporate operations.
Each of the reportable operating segments derives its revenues from the sale of footwear and accessories to external customers as well as inter-segment sales. Revenues of the Other businesses category are primarily made up of inter-segment sales. The remaining revenues for 'Other businesses' represent non-footwear product sales to external customers. Inter-segment sales are not included in the measurement of segment operating income and are eliminated when reporting total consolidated revenues.

F-34

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
16. OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION (Continued)


Segment performance is evaluated based on segment results without allocating corporate expenses, or indirect general, administrative, and other expenses. Segment profits or losses include adjustments to eliminate inter-segment sales. As such, reconciling items for segment operating income represent unallocated corporate and other expenses as well as inter-segment eliminations.
 Year Ended December 31,
 2016 2015 2014
 (in thousands)
Revenues:     
Americas$467,006
 $476,210
 $489,915
Asia Pacific395,078
 424,491
 473,910
Europe173,444
 188,833
 233,604
Total segment revenues1,035,528
 1,089,534
 1,197,429
Other businesses745
 1,096
 794
Total consolidated revenues$1,036,273
 $1,090,630
 $1,198,223
Operating income:     
Americas (1)
$58,844
 $49,422
 $48,347
Asia Pacific (2)
78,907
 48,447
 75,135
Europe (3)
17,757
 15,629
 24,517
Total segment operating income155,508
 113,498
 147,999
Reconciliation of total segment operating income to income before income taxes: 
  
  
Other businesses(26,935) (30,092) (19,400)
Intersegment eliminations
 
 (1,498)
Unallocated corporate and other(4)
(134,727) (155,730) (131,827)
Total consolidated operating income (loss)(6,154) (72,324) (4,726)
Foreign currency transaction loss, net(2,454) (3,332) (4,885)
Interest income692
 967
 1,664
Interest expense(836) (969) (806)
Other income (expense), net1,539
 914
 204
Income (loss) before income taxes$(7,213) $(74,744) $(8,549)
Depreciation and amortization: 
  
  
Americas$5,787
 $7,401
 $11,670
Asia Pacific4,264
 3,913
 6,724
Europe2,133
 2,229
 3,761
Total segment depreciation and amortization12,184
 13,543
 22,155
Other businesses6,830
 7,634
 5,900
Unallocated corporate and other(4)
15,029
 14,816
 9,358
Total consolidated depreciation and amortization              $34,043
 $35,993
 $37,413
Cash paid for Property Plant and Equipment     
Americas$6,851
 $6,611
 $6,807
Europe1,388
 1,510
 3,061
Asia Pacific4,994
 4,705
 6,123
Total cash paid for Property Plant and Equipment$13,233
 $12,826
 $15,991
Cash paid for Intangible Assets     
Americas$8,961
 $5,459
 $40,532

F-35

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
16. OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION (Continued)


Europe
 201
 208
Asia
 
 295
Total cash paid for Intangible Assets$8,961
 $5,660
 $41,035

(1)
Includes $1.7 million, $7.2 million, and $4.0 million for the years ended December 31, 2016, 2015, and 2014 respectively, of asset impairment charges related to 12, 27, and 36 underperforming retail locations, respectively.
(2)
Includes $0.7 million, $0.7 million, and $2.8 million for the years ended December 31, 2016, 2015, and 2014, respectively, of asset impairment charges related to 21, 27, and 14 underperforming retail locations, respectively. Additionally in the year ended December 31, 2015, the company recorded $5.7 million in impairment charges related to South Africa assets, pertaining to 9 retail locations, classified as available for sale.
(3)
Includes $0.3 million, $1.6 million, and $2.0 million for the years ended December 31, 2016, 2015, and 2014 of asset impairment charges related to 9, 21, and 27 underperforming retail locations. Additionally in the year ended December 31, 2016, the Company recorded $0.4 million in impairment charges related to goodwill in our European retail business.
(4)
Includes a corporate component consisting primarily of corporate support and administrative functions, costs associated with share-based compensation, research and development, marketing, legal, restructuring, depreciation and amortization of corporate and other assets not allocated to operating segments, and similar costs of certain corporate holding companies.
The following table sets forth asset information related to reportable operating segments:
 December 31,
 2016 2015
 (in thousands)
Assets (1)
 
  
Americas$128,071
 $148,104
Asia Pacific144,037
 169,865
Europe69,306
 46,137
Total segment current assets341,414
 364,106
Supply Chain12,343
 14,778
Corporate(2)
19,134
 16,265
Income tax receivable2,995
 10,233
Other receivables14,642
 14,233
Restricted cash - current2,534
 2,554
Prepaid expenses and other current assets32,413
 23,780
Total current assets425,475
 445,949
Property and Equipment, net44,090
 49,490
Intangible assets, net72,700
 82,297
Goodwill1,480
 1,973
Deferred tax assets, net6,825
 6,608
Restricted cash2,547
 3,551
Other assets13,273
 18,152
Total consolidated assets$566,390
 $608,020

(1)
Assets by segment include cash and equivalents, net accounts receivable, and inventory.
(2)
Corporate assets primarily consist of cash and equivalents and inventory.

F-36

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
16. OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION (Continued)


There were no customers who represented 10% or more of consolidated revenues during the years ended December 31, 2016, 2015 and 2014. The following table sets forth certain geographical information regarding Crocs' revenues during the years ended December 31, 2016, 2015 and 2014:
 Year Ended December 31,
 2016 2015 2014
 (in thousands)
Location 
  
  
United States$384,939
 $392,463
 $435,154
International(1)
651,334
 698,167
 763,069
Total revenues$1,036,273
 $1,090,630
 $1,198,223

(1)
For the years ended December 31, 2015 and 2014, no individual country represented more than 10% of consolidated revenues. For the year ended December 31, 2016, sales in Japan represented 10.6% of consolidated revenues.
The following table sets forth geographical information regarding property and equipment assets:
 December 31,
 2016 2015
 (in thousands)
Location 
  
United States$29,420
 $32,954
International14,670
 16,536
Total long-lived assets$44,090
 $49,490
Not more than 10% of long-lived assets resided in any individual foreign country in 2016 or 2015.
17. LEGAL PROCEEDINGS
The Company is currently undergoing an audit by U.S. Customs & Border Protection ("CBP") in respect of the period from 2006 to 2010. In October 2013, CBP issued the final audit report. In that report CBP projects that unpaid duties totaling approximately $12.4 million are due for the period under review and recommends collection of the duties due. The Company responded that these projections are erroneous and provided arguments that demonstrate the amount due in connection with this matter is considerably less than the projection. Additionally, on December 12, 2014, The Company made an offer to settle CBP's potential claims and paid $3.5 million. In 2016, after discussions with CBP's local counsel, the Company increased its settlement offer to $7 million and paid an additional $3.5 million during the quarterly period ending December 31, 2016. The revised offer is still subject to formal acceptance by CBP. It is not possible to determine whether the Company and CBP will reach a negotiated settlement or when such a settlement might occur. If a settlement cannot be reached, it is not possible to predict with any certainty whether CBP will seek to assert a claim for penalties in addition to any unpaid duties, but such an assertion is a possibility.
The Company is currently subject to an audit by the Brazilian Federal Tax Authorities related to imports of footwear from China between 2010 and 2014. On January 13, 2015, the Company was notified about the issuance of assessments totaling approximately $4.5 million for the period January 2010 through May 2011. The Company has disputed these assessments and asserted defenses to the claims. On February 25, 2015, the Company received additional assessments totaling approximately $10.2 million related to the remainder of the audit period. The Company has also disputed these assessments and asserted defenses and filed an appeal to these claims. On May 11, 2016, the Company was notified of a decision rejecting the defense filed against the first assessment covering the period of January 2010 through May 2011. The Company filed an appeal of that decision on June 8, 2016. It is anticipated that this matter will take up to two or more years to be resolved. It is not possible at this time to predict the outcome of this matter.
For all other claims and other disputes, where the Company is able to estimate possible losses or a range of possible losses, the Company estimates that as of December 31, 2016, it is reasonably possible that losses associated with these claims and other disputes could potentially exceed amounts accrued by the Company by up to $0.4 million.

F-37

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. LEGAL PROCEEDINGS (Continued)

In the aggregate, the Company has accrued $7.4 million associated with our estimated obligations related to legal claims, which is reported in the consolidated balance sheet in 'Accrued expenses and other liabilities'.
The Company is subject to other litigation from time to time in the ordinary course of business, including employment, intellectual property and product liability claims. The Company is not party to any other pending legal proceedings that it believes would reasonably have a material adverse impact on its business, financial position, results of operations or cash flows.
18. EMPLOYEE BENEFIT PLAN
Defined Contribution Plan
The Company sponsors a qualified defined contribution benefit plan (the "Plan"), covering substantially all of its U.S. employees. The Plan includes a savings plan feature under Section 401(k) of the Internal Revenue Code. The Company makes matching contributions to the plans equal to 100% of the first 3%, and up to 50% of the next 2% of salary contributed by an eligible employee. Participants are vested 100% in the Company's matching contributions when made. Contributions made by the Company under the Plan were $5.8 million, $6.0 million and $7.1 million for the years ended December 31, 2016, 2015, and 2014, respectively, and are recorded in 'Selling, general and administrative expenses' in the consolidated statements of operations. Crocs' ARO liability as of December 31, 2015 and 2014 was $2.0 million and $2.2 million, respectively.


19. UNAUDITED QUARTERLY CONSOLIDATED FINANCIAL INFORMATION
 For the Quarter Ended
 
March 31,
2016
 
June 30,
2016
 
September 30,
2016
 December 31, 2016
 (in thousands, except per share data)
Revenues$279,140
 $323,828
 $245,888
 $187,417
Gross profit129,366
 169,640
 122,434
 78,724
Asset impairment charges193
 572
 930
 1,449
Income (loss) from operations14,243
 20,605
 (1,215) (39,787)
Net income (loss)10,146
 15,537
 (1,533) (40,644)
Net income (loss) attributable to common shareholders6,361
 11,735
 (5,352) (44,482)
Basic income (loss) per common share$0.07
 $0.13
 $(0.07) $(0.60)
Diluted income (loss) per common share$0.07
 $0.13
 $(0.07) $(0.60)
 For the Quarter Ended
 
March 31,
2015
 
June 30,
2015
 
September 30,
2015
 December 31, 2015
 (in thousands, except per share data)
Revenues$262,193
 $345,671
 $274,088
 $208,678
Gross profit127,370
 189,870
 120,821
 72,744
Restructuring3,663
 2,810
 981
 1,274
Asset impairment charges
 2,075
 5,460
 7,771
Income (loss) from operations(2,362) 16,349
 (20,730) (65,581)
Net income (loss)(2,425) 13,426
 (24,024) (70,173)
Net income (loss) attributable to common shareholders(5,979) 9,690
 (27,776) (73,942)
Basic income (loss) per common share$(0.08) $0.11
 $(0.37) $(1.01)
Diluted income (loss) per common share$(0.08) $0.11
 $(0.37) $(1.01)


F-38

CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8.

19. UNAUDITED QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (Continued)


During the three months ended December 31, 2016 we identified the following factors affecting the comparability of information between periods:
Due to the seasonal nature of our products, we experience decreased revenues in the fourth quarter of the year relative to the other quarters. For the quarter ended December 31, 2016 revenue decreased 10.2% as compared to the same quarter of the prior year which was primarily driven by a decrease in sales in the Wholesale and Retail segments.
Gross margin as a percent of revenue remained relatively constant across periods. For the three months ended December 31, 2016 gross margins decreased by 7.8% as compared to the three months ended September 30, 2016 which is typical in the fourth quarter as a result of product mix coupled with traditionally higher year end promotion activities related to the liquidation of current year product lines remaining in inventory. Of the 7.8% decrease in gross margin, 2.3% of the shortfall was due to an increase in royalty expense related to clarification of new and existing agreements, which resulted in a change in estimates for royalties.
Our Income from operations for the quarter ended June 30, 2016 was negatively impacted by an increase of $18.3M in marketing expense related to the Spring/Summer line advertising campaigns. SG&A, otherwise, remained relatively constant across the quarters, with some fluctuation between periods in relation to contingent rent expense that is driven by sales.
During the three months ended December 31, 2015 we identified the following factors affecting the comparability of information between periods:
Due to the seasonal nature of our products, we experience decreased revenues in the fourth quarter of the year relative to the other quarters. For the quarter ended December 31, 2015 revenue increased 1.0% as compared to the same quarter of the prior year.
Revenue and gross profit are typically negatively impacted by an increase in sales returns and allowances in the quarter ended December 31, 2015 due to traditionally higher year end promotion activities related to the liquidation of current year product lines remaining in inventory. For the three months ended December 31, 2015 revenue and gross profit decreased by $8.7 million, relative to the first three quarters of 2015, due to an increase in sales discounts.
Revenue and gross profit for the three months ended December 31, 2015 decreased by an additional $6.0 million due to higher sales returns and allowances, as a percent of gross revenue, as compared to the first three quarters of 2015. This increase in sales returns and allowances is consistent with the fourth quarter of prior years.
Our Income from operations for the quarter ended December 31, 2015 was also negatively impacted by asset impairment charges of $7.8 million, of which $5.7 million related to the impairment of our South Africa asset group with the remaining impairment being related to certain underperforming retail locations. See Note 4 — Property and Equipment for additional information.
Our net income for the quarter ended December 31, 2015 was negatively impacted by a tax expense of $4.7 million primarily associated with an increase in valuation allowances on deferred tax assets which management determined were not likely to be realized in future periods. See Note 13 — Income taxes for additional information.
20. RESTRUCTURING ACTIVITIES

Restructuring

On July 21, 2014, Crocs announced strategic plans for long-term improvement and growth of the business. These plans comprise four key initiatives including: (1) streamlining the global product and marketing portfolio, (2) reducing direct investment in smaller geographic markets, (3) creating a more efficient organizational structure by reducing excess overhead and enhancing the decision making process, and (4) closing retail locations around the world. The initial effects of these plans were incurred in 2014 and were continued throughout 2015. During the years ended December 31, 2015 and 2014, the Company recorded restructuring charges of $8.7 million and $24.5 million, respectively. As of December 31, 2015, Crocs concluded its restructuring efforts.


F-39

CROCS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. RESTRUCTURING ACTIVITIES (Continued)


The following table summarizes restructuring activity during the years ended December 31, 2015 and 2014:

 Year Ended December 31,
 2015 2014
 (in thousands)
Severance costs$5,472
 $12,500
Lease / contract exit and related costs2,623
 4,251
Other(1)
633
 7,766
Total restructuring charges$8,728
 $24,517

(1)
The amounts in 'Other' consist of various asset and inventory impairment charges prompted by the aforementioned restructuring plan, legal fees and facility maintenance fees.    
 
 Year Ended
December 31,
 
 
 2015 2014 
 
 (in thousands)
 

Severance costs

 $5,472 $12,500 

Lease / contract exit and related costs

  2,623  4,251 

Other(1)

  633  7,766 

Total restructuring charges

 $8,728 $24,517 

(1)
The amounts in 'Other' consist of various asset and inventory impairment charges prompted by the aforementioned restructuring plan, legal fees and facility maintenance fees.

The following table summarizes the Company's total restructuring charges incurred during the years ended December 31, 2015 and 2014 by reportable segment:


 Year Ended
December 31,
 Year Ended December 31,

 2015 2014 2015 2014

 (in thousands)
 (in thousands)

Americas

 $890 $4,259 $890
 $4,259

Asia Pacific

 3,542 7,422 3,542
 7,422

Europe

 2,824 3,934 2,824
 3,934

Corporate

 1,472 8,902 1,472
 8,902

Total restructuring charges

 $8,728 $24,517 $8,728
 $24,517

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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. RESTRUCTURING ACTIVITIES (Continued)

The following table summarizes the Company's accrued restructuring balance and associated activity from December 31, 2014 through December 31, 2015:

 December 31, 2014 Additions Cash
Payments
 Adjustments(2) December 31, 2015
 (in thousands)
Severance costs$3,154
 $5,472
 $(8,000) $
 $626
Lease/ contract exit and related costs1,401
 2,623
 (3,807) (217) 
Other(1)
304
 633
 (595) 
 342
Total accrued restructuring$4,859
 $8,728
 $(12,402) $(217) $968

 
 December 31,
2014
 Additions Cash
Payments
 Adjustments(2) December 31,
2015
 
 
 (in thousands)
 

Severance costs

 $3,154 $5,472 $(8,000)$  $626 

Lease/ contract exit and related costs

  1,401  2,623  (3,807) (217)  

Other(1)

  304  633  (595)    342 

Total accrued restructuring

 $4,859 $8,728 $(12,402)$(217)$968 

(1)
Includes expenses related to exiting stores and legal fees.

(2)
Represents reversal of prior year accrual as a result of subleasing an exited facility at a better than anticipated rate.

As of December 31, 2015 and 2014, Crocs had a liability of approximately $1.0 million and $4.9 million respectively, related to locations already closed and reductions in workforce in accrued restructuring on the consolidated balance sheet.

9. FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

GAAP provides for a fair value hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. See Note 3—Summary of Significant Accounting Policies for additional detail regarding Crocs' fair value measurement determinations.

As of December 31, 2015 and 2014, Crocs' assets and liabilities subject to fair value measurements consisted of cash equivalents of $7.5 million and $23.3 million, respectively, which are Level 1 assets, and foreign currency derivative liabilities of $0.1 million and $0.0 million, respectively, which are Level 2 assets. The Company's Level 1 assets are classified in the consolidated balance sheets as 'Cash and cash equivalents' and 'Prepaid expenses and other assets' and the Level 2 assets are classified in the consolidated balance sheets as 'Accrued expenses and other liabilities'.

Non-Recurring Fair Value Measurements

The majority of the Company's non-financial instruments, which include inventories, property and equipment, and intangible assets, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and the carrying value is not recoverable, the carrying value would be adjusted to the lower of its cost or fair value and an impairment charge would be recorded. See Note 5—Property and Equipment and Note 6—Goodwill & Intangible Assets for discussions on impairment charges recorded during the periods presented.


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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. DERIVATIVE FINANCIAL INSTRUMENTS

Crocs transacts business in various foreign countries and is therefore exposed to foreign currency exchange rate risk inherent in revenues, costs, and monetary assets and liabilities denominated in non-functional currencies. In general, Crocs enters into foreign currency exchange forward contracts and currency swap derivative instruments to selectively protect against volatility in the value of non-functional currency denominated monetary assets and liabilities, and of future cash flows caused by changes in foreign currency exchange rates. As these derivative instruments do not qualify as hedging instruments under the accounting standards for derivatives and hedging, they are recorded at fair value as a derivative asset or liability on the balance sheet with their corresponding change in fair value recognized in 'Foreign currency transaction loss, net' in the consolidated statements of operations. For purposes of the cash flow statement, Crocs classifies the cash flows from derivative instruments at settlement from undesignated instruments in the same category as the cash flows from the related hedged items, generally within 'Cash provided by (used in) operating activities'.

The following table summarizes the notional amounts of outstanding foreign currency exchange contracts as of December 31, 2015 and December 31, 2014. The notional amounts of the derivative financial instruments shown below are denominated in their U.S. Dollar equivalents and represent the amount of all contracts of the foreign currency specified. These notional values do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of the Company's exposure to the foreign currency exchange risks.

 
 December 31, 
 
 2015 2014 
 
 (in thousands)
 

Foreign currency exchange forward contracts by currency:

       

Japanese Yen

 $98,390 $44,533 

Euro

  34,219  134,755 

British Pound Sterling

  21,859  17,230 

South Korean Won

  7,981  14,590 

Mexican Peso

  7,277  13,180 

Australian Dollar

  6,459  7,913 

South African Rand

  6,402  4,355 

Indian Rupee

  5,036  3,356 

Canadian Dollar

  1,980  3,005 

New Taiwan Dollar

  1,798  3,229 

Swedish Krona

  1,655  1,918 

Hong Kong Dollar

  668  814 

Russian Ruble

  667  1,838 

Singapore Dollar

    61,887 

Chinese Yuan Renminbi

    5,376 

Norwegian Krone

    917 

New Zealand Dollar

    743 

Brazilian Real

     

Total notional value, net

 $194,391 $319,639 

Latest maturity date

  January 2016  January 2015 

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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

The following table presents the amounts affecting the condensed consolidated statements of operations from derivative instruments and exposure from day-to-day business transactions in various foreign currencies for the years ended December 31, 2015, 2014, and 2013:

 
 Year Ended December 31, 
 
 2015 2014 2013 
 
 (in thousands)
 

Foreign currency gain (loss)

 $3,980 $(1,097)$(17,680)

Derivatives not designated as hedging instruments:

          

Foreign currency exchange forwards gain (loss)

  (7,312) (3,788) 13,002 

Foreign currency transaction loss, net

 $(3,332)$(4,885)$(4,678)

The line 'Foreign currency transaction loss, net' on the consolidated statements of operations includes both realized and unrealized gains/losses from underlying foreign currency activity and derivative contracts. These gains and losses are reported on a net basis.

11. REVOLVING CREDIT FACILITY & BANK BORROWINGS

Senior Revolving Credit Facility

On December 16, 2011, Crocs entered into an Amended and Restated Credit Agreement (as amended, the "Credit Agreement"), with the lenders named therein and PNC Bank, National Association ("PNC"), as a lender and administrative agent for the lenders. On December 27, 2013, Crocs entered into the Third Amendment to Amended and Restated Credit Agreement (the "Third Amendment"). The Third Amendment, among other things, allowed for the payment of dividends on the Series A preferred stock and permitted the Company to have greater flexibility to repurchase its Common Stock. See Note 16—Series A Preferred Stock for further details regarding the payment of dividends on the Series A preferred stock.

On April 2, 2015, Crocs entered into the Sixth Amendment to Amended and Restated Credit Agreement (the "Sixth Amendment") pursuant to which certain terms of the Credit Agreement were amended. The Sixth Amendment primarily amended certain definitions of the financial covenants to be more favorable to Crocs including (i) setting the minimum fixed charge coverage ratio to 1.00 to 1.00 through December 31, 2015, 1.15 to 1.00 through March 31, 2016 and 1.25 to 1.00 for each quarter thereafter, (ii) setting the leverage ratio to 4.00 to 1.00 through March 31, 2016 and 3.75 to 1.00 for each quarter thereafter, and (iii) reducing the Company's global cash requirement from $100.0 million to $50.0 million.

On September 1, 2015, the Company entered into the Eighth Amendment to Amended and Restated Credit Agreement (the "Eighth Amendment") pursuant to which certain terms of the Credit Agreement were amended. The Eighth Amendment primarily amended certain definitions of the financial covenants to become more favorable to the Company including (i) increasing the exclusion of cash and non-cash charges from the EBITDAR calculation up to $85.0 million, not to exceed $65.0 million with respect to cash charges, (ii) setting the minimum fixed charge coverage ratio to 0.95 to 1.00 for the period ended September 30, 2015, (iii) allowing up to $40.0 million in stock repurchases to be made during the quarter ended September 30, 2015, (iv) suspending stock repurchases if the fixed charge coverage ratio is less than 1.00 to 1.00, and (v) eliminating the administrative agent basket through December 31, 2015.


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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. REVOLVING CREDIT FACILITY & BANK BORROWINGS (Continued)

On December 24, 2015, the Company entered into the Tenth Amendment to Amended and Restated Credit Agreement (the "Tenth Amendment"), pursuant to which certain terms of the Credit Agreement were amended. The Tenth Amendment primarily: (i) permitted $18.9 million in bad debt write-downs to be added back to EBITDAR, and (ii) increased the other EBITDAR add-back limit from $85.0 million (as permitted by Amendment Eight) to $100.0 million.

On February 18, 2016, the Company entered into the Eleventh Amendment to the Amended and Restated Credit Agreement which primarily: (i) extended the maturity date to February, 2021, (ii) resized the borrowing capacity of the facility to $75.0 million, (iii) amended certain definitions of the financial covenants to become more favorable to the Company, (iv) set the minimum fixed charge coverage ratio to 1.00 to 1.00 for the period ended June 30, 2016 and 1.10 to 1.00 thereafter, (v) set the maximum leverage ratio to 2.50 to 1.00 for the period ended June 30, 2016 and 2.00 to 1.00 thereafter, (vi) allows up to $50.0 million in stock repurchases to be made each fiscal year, subject to certain restrictions, and (vii) limited certain capital expenditures and commitments to an aggregate of $50.0 million per year. The Eleventh Amendment also changed the variable lending rate. For domestic rate loans, including swing loans, the interest rate is equal to a daily base rate plus a margin ranging from 0.50% to 0.75% based on certain conditions. For LIBOR rate loans, the interest rate is equal to a LIBOR rate plus a margin ranging from 1.50% to 1.75% based on certain conditions.

As of December 31, 2015, the Companyliability had reduced to $1.0 million, which was notsubsequently paid in compliance with the fixed charge coverage ratio and the leverage ratio under the Credit Agreement. On February 18, 2016, the Company received a waiver from the lenders of the financial covenants as of December 31, 2015 and the Company entered into the Eleventh Amendment to Amended and Restated Credit Agreement. The Company anticipates it will be in compliance with its covenants as of March 31, 2016, however, there can be no assurance that the Company will be in compliance at that date.

As of December 31, 2015 and December 31, 2014, the Company had no outstanding borrowings under the Credit Agreement. As of December 31, 2015 and December 31, 2014, the Company had outstanding letters of credit of $1.3 million and $1.8 million, respectively, which were reserved against the borrowing base under the terms of the Credit Agreement. During the years ended December 31, 2015, 2014, and 2013, Crocs capitalized $0.2 million, $0.1 million, and $0.1 million, respectively, in fees and third party costs which were incurred in connection with the Credit Agreement, as deferred financing costs.

Asia Pacific Revolving Credit Facility2016.

On August 28, 2015, a Crocs subsidiary entered into a revolving credit facility agreement with HSBC Bank (China) Company Limited, Shanghai Branch ("HSBC") as the lender. The revolving credit facility enables Crocs to borrow uncommitted dual currency revolving loan facilities up to RMB 40.0 million, or the USD equivalent, and import facilities up to RMB 60.0 million, or the USD equivalent, with a combined facility limit of RMB 60.0 million. This revolving credit facility supports possible future net working capital needs in China. For loans denominated in USD, the interest rate is 2.1% per annum plus LIBOR for three months or any other period as may be determined by HSBC at the end of each interest period. For loans denominated in RMB, interest equals the one year benchmark lending rate effective on the loan drawdown date set forth by the People's Bank of China with a 10% mark-up and is payable on the maturity date of the related loan. The revolving credit facility is guaranteed by Crocs, Inc. and certain accounts receivables in China are pledged as security under the revolving credit facility. The revolving credit facility can be canceled or suspended at any time at the discretion of the lender and contains provisions requiring Crocs


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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. REVOLVING CREDIT FACILITY & BANK BORROWINGS (Continued)

to maintain compliance with certain restrictive covenants. As of December 31, 2015, Crocs had no outstanding borrowings under the revolving credit facility. As of December 31, 2015, the Company has received notification from the lender that the revolving credit facility has been temporarily suspended.

Long-term Bank Borrowings

On December 10, 2012, Crocs entered into a Master Installment Payment Agreement ("Master IPA") with PNC in which PNC financed the Company's recent implementation of a new ERP system, which began in October 2012 and was substantially completed in early 2015. The terms of each note payable, under the Master IPA, consist of a fixed interest rate and payment terms based on the amount borrowed and the timing of activity throughout the implementation of the ERP system. The Master IPA is subject to cross-default, cross-termination, and is coterminous with the Credit Agreement.

As of December 31, 2015 and 2014, Crocs had $6.4 million and $11.6 million, respectively, of debt outstanding under five separate notes payable, of which $4.8 million and $5.3 million, respectively, represents current installments. As of December 31, 2015, the notes bear interest rates ranging from 2.45% to 2.79% and maturities ranging from September 2016 to September 2017. As this debt arrangement relates solely to the construction and implementation of an ERP system for use by the entity, interest expense was capitalized to the consolidated balance sheets and amortized over the life of the assets, starting on the January 1, 2015 in-service date. During the years ended December 31, 2015 and 2014, Crocs capitalized $0.0 million and $0.4 million, respectively, in interest expense related to this debt arrangement


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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. REVOLVING CREDIT FACILITY & BANK BORROWINGS (Continued)

to the consolidated balance sheets. Interest rates and payment terms are subject to changes as further financing occurs under the Master IPA.

 
 December 31, 2015  
  
 
 
  
 Unused Borrowing
Capacity(2)
 Carrying Value(3) 
 
 Weighted Average
Interest Rate(1)
 Borrowing
Currency
 U.S.D.
Equivalent
 December 31,
2015
 December 31,
2014
 
 
  
 (in thousands)
 

Debt obligations

               

Senior revolving credit facility

 LIBOR plus 1.25% - 2.00% $75,000(4)$75,000(4)$ $ 

Asia Pacific revolving credit facility

 LIBOR plus 2.10% RMB(5) (5)    

Long-term bank borrowings

 2.63%        6,375  11,646 

Total

      $75,000  6,375  11,646 

Capital lease obligations

          24  23 

Total debt and capital lease obligations

         $6,399 $11,669 

Current maturities

         $4,772 $5,288 

Long-term debt and capital lease obligations

         $1,627 $6,381 

(1)
Carrying value represents the weighted average interest rate in effect at December 31, 2015 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of the derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect Crocs' overall cost of borrowing.

(2)
Unused borrowing capacity represents the maximum available under the applicable facility at December 31, 2015 without regard to covenant compliance calculations or other conditions precedent to borrowing.

(3)
As the interest rate of each credit agreement is variable, typically based on the daily LIBOR rates plus an additional margin, the estimated fair value of each debt instrument approximates its carrying value.

(4)
On February 18, 2016, the Company entered into the Eleventh Amendment to the Amended and Restated Credit Agreement, which extended the maturity date to February 2021, resized the borrowing capacity of the facility to $75.0 million, and amended certain definitions of the financial covenants to become more favorable to the Company.

(5)
As of December 31, 2015, Crocs received notification that the Asia Pacific revolving credit facility had been temporarily suspended.

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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. REVOLVING CREDIT FACILITY & BANK BORROWINGS (Continued)

The maturities of the Company's debt obligations as of December 31, 2015 are presented below:

F-40
 
 December 31,
2015
 
 
 (in thousands)
 

Maturities of debt and capital lease obligations

    

2016

 $4,772 

2017

  1,616 

2018

  4 

Thereafter

  7 

Total principal debt maturities

 $6,399 

Current portion

 $4,772 

Noncurrent portion

 $1,627 

As of December 31, 2015 and 2014, the fair value of the Company's debt instruments approximates their reported carrying amounts.

12. EQUITY

Equity Incentive Plans

On August 15, 2005, the Company adopted the 2005 Equity Incentive Plan (the "2005 Plan"), which permitted the issuance of up to 14.0 million common shares in connection with the grant of non-qualified stock options, incentive stock options, and restricted stock to eligible employees, consultants, and members of the Board. As of December 31, 2015 and 2014, 0.5 million and 0.6 million stock options, respectively, were outstanding under the 2005 Plan. Following the adoption of the 2007 Equity Incentive Plan (the "2007 Plan"), described below, no additional grants were made under the 2005 Plan.

On July 9, 2007, the Company adopted and on June 28, 2011 the Company amended the 2007 Plan, which increased the allowable number of shares of common stock reserved for issuance under the 2007 Plan from 9.0 million to 15.3 million (subject to adjustment for future stock splits, stock dividends, and similar changes in the Company's capitalization) in connection with the grant of non-qualified stock options, incentive stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, common stock, or any other share-based award to eligible employees, consultants, and members of the Board. As of December 31, 2015 and 2014, 3.5 million and 3.1 million shares of common stock, respectively, were issuable under the 2007 Plan pursuant to outstanding stock options and RSUs. Following the adoption of the 2015 Equity Incentive Plan (the "2015 Plan"), described below, no additional grants will be made under the 2007 Equity Incentive Plan.

On June 8, 2015, the Company adopted the 2015 Plan. Shares reserved and authorized for issuance under the Plan consist of 7,000,000 shares, plus up to 1,192,777 shares available for issuance under the Company's 2007 Plan as of June 8, 2015, plus up to 4,916,835 shares subject to outstanding awards under the 2007 Plan that are cancelled or forfeited after the effective date of the 2015 Plan. Shares in the 2015 Plan are subject to adjustment for future stock splits, stock dividends, and similar changes in Crocs' capitalization in connection with the grant of non-qualified stock options, incentive stock options,


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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. EQUITY (Continued)

restricted stock, restricted stock units, stock appreciation rights, performance units, common stock, or any other share-based award to eligible employees, consultants, and members of the Board.

Restricted stock awards and units generally vest annually on a straight-line basis over three or four years depending on the terms of the award agreement.

Stock Option Activity

The following table summarizes stock option activity for the years ended December 31, 2015, 2014, and 2013:

 
 Shares Weighted Average
Exercise Price
 Weighted Average
Remaining
Contractual Life
(Years)
 Aggregate
Intrinsic
Value
 
 
  
  
  
 (in thousands)
 

Outstanding as of December 31, 2012

  2,621,686 $13.03  5.55 $11,373 

Granted

  177,000 $15.62       

Exercised

  (333,395)$6.84       

Forfeited or expired

  (360,139)$18.18       

Outstanding as of December 31, 2013

  2,105,152 $13.34  4.86 $10,790 

Granted

  119,000 $14.22       

Exercised

  (265,675)$5.05       

Forfeited or expired

  (262,347)$21.02       

Outstanding as of December 31, 2014

  1,696,130 $13.52  3.88 $4,435 

Granted

  35,000 $13.52       

Exercised

  (284,791)$6.54       

Forfeited or expired

  (150,590)$21.82       

Outstanding as of December 31, 2015

  1,295,749 $14.09  2.83 $1,261 

Exercisable at December 31, 2015

  1,159,445 $14.06  2.21 $1,261 

Vested and expected to vest at December 31, 2015

  1,295,749 $14.09  2.78 $1,261 

During the years ended December 31, 2015, 2014, and 2013, options issued were valued using the Black Scholes option pricing model using the following assumptions:

 
 Year Ended December 31,
 
 2015 2014 2013

Expected volatility

 43% 44% - 50% 50 - 64%

Dividend yield

   

Risk-free interest rate

 1.50% - 1.72% 1.41% - 1.71% 0.81% - 1.62%

Expected life (in years)

 4.00 4.00 4.00

The weighted average computed value of options granted during the years ended December 31, 2015, 2014, and 2013 was approximately $4.74, $5.35, and $7.33, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2015, 2014, and 2013 was $1.7 million, $2.7 million,


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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. EQUITY (Continued)

and $2.8 million, respectively. During the years ended December 31, 2015 and 2014, Crocs received $1.9 million and $1.3 million in cash in connection with the exercise of stock options with no income tax benefit due to the Company's use of ASC 740—'Income Taxes' (with-and-without approach) ("ASC 740") ordering for purposes of determining when excess benefits have been realized (see Note 14—Income Taxes). The total grant date fair value of stock options vested during the years ended December 31, 2015, 2014, and 2013 was $0.7 million, $0.8 million, and $1.2 million, respectively.

As of December 31, 2015, Crocs had $0.7 million of total unrecognized share-based compensation expense related to unvested options, net of expected forfeitures, which is expected to be amortized over the remaining weighted average period of 2.52 years.

Stock options under both the 2005 Plan and the 2007 Plan generally vest ratably over four years with the first year vesting at the end of the first year, followed by monthly vesting for the remaining three years.

Restricted Stock Awards and Units

From time to time, Crocs grants restricted stock awards ("RSAs") and restricted stock units ("RSUs") to its employees. RSAs and RSUs generally vest over three or four years, depending on the terms of the grant. Unvested RSAs have the same rights as those of common shares including voting rights and non-forfeitable dividend rights. However, ownership of unvested RSAs cannot be transferred until they are vested. An unvested RSU is a contractual right to receive a share of common stock only upon its vesting. RSUs have dividend equivalent rights which accrue over the term of the award and are paid if and when the RSUs vest, but they have no voting rights.

Crocs typically grants time-based RSUs and performance-based RSUs. Time-based RSUs are typically granted on an annual basis to certain non-executive employees and vest in three annual installments on a straight-line basis beginning one year after the grant date. During the years ended December 31, 2015, 2014, and 2013, the Board approved grants of 0.4 million, 0.3 million, and 0.4 million RSUs to certain non-executives. Performance-based RSUs are typically granted on an annual basis to certain executive


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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. EQUITY (Continued)

employees and consist of a time-based and performance-based component. The following represents the vesting schedule of performance-based RSUs granted during the year ended December 31, 2015:


Performance Vested RSUs
Time Vested RSUs
Performance Goals
By Weight
Potential AwardFurther Time Vesting
Vest in 3 annual installments beginning one year after the date of grantWeight 50% -

Achievement of at least 85% of a one-year Earnings Before Interest and Taxes ("EBIT") performance target


Executive may earn from 0% to 200% of the performance-based RSUs based on the level of achievement of the performance goal


1/3 of the earned RSUs vest upon certification of achievement by the Compensation Committee and 2/3 vest equally on the one- and two-year anniversary of the certification date




Weight 30% -







Achievement of at least 85% of a one-year revenue performance target


Executive may earn from 0% to 200% of the performance-based RSUs based on the level of achievement of the performance goal


1/3 of the earned RSUs vest upon certification of achievement by the Compensation Committee and 2/3 vest equally on the one-and two-year anniversary of the certification date



Weight 20% -







Achievement of at least 80% of a one-year free cash flow performance target


Executive may earn from 0% to 200% of the performance-based RSUs based on the level of achievement of the performance goal


1/3 of the earned RSUs vest upon certification of achievement by the Compensation Committee and 2/3 vest equally on the one- and two-year anniversary of the certification date

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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. EQUITY (Continued)

The following represents the vesting schedule of performance-based RSUs granted during the year ended December 31, 2014:


Performance Vested RSUs (50% of Award)
Time Vested RSUs
(50% of Award)
Performance Goals—each
weighted 50%
Potential AwardFurther Time Vesting
Vest in 3 annual installments beginning one year after the date of grantAchievement of at least 70% of a one-year cumulative earnings per share performance goalExecutive may earn from 50% to 200% of the target number of RSUs based on the level of achievement of the performance goalEarned RSUs vest 50% upon satisfaction of performance goal and 50% on the one-year anniversary of the end of the performance period



Achievement of at least 90% of a one-year revenue performance goal


Executive may earn from 50% to 200% of the target number of RSUs based on the level of achievement of the performance goal


Earned RSUs vest 50% upon satisfaction of performance goal and 50% on the one-year anniversary of the end of the performance period

The following represents the vesting schedule of performance-based RSUs granted during the years ended December 31, 2013:


Performance Vested RSUs (50% of Award)
Time Vested RSUs
(50% of Award)
Performance GoalPotential AwardFurther Time Vesting
Vest in 3 annual installments beginning one year after the date of grantAchievement of at least 70% of a two-year cumulative earnings per share performance goalExecutive may earn from 50% to 200% of the target number of RSUs based on the level of achievement of the performance goalEarned RSUs vest 50% upon satisfaction of performance goal and 50% one year later

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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. EQUITY (Continued)

During the years ended December 31, 2015, 2014, and 2013, the Board approved the grant of 1.5 million, 0.9 million, and 0.9 million, respectively, RSUs or RSAs to certain executives as part of a performance incentive program.

The following table summarizes RSA and RSU activity during the years ended December 31, 2015, 2014, and 2013:

 
 Restricted Stock Awards Restricted Stock Units 
 
 Shares Weighted
Average
Grant Date
Fair Value
 Units Weighted
Average
Grant Date
Fair Value
 

Unvested at December 31, 2012

  355,509 $13.37  1,414,661 $20.61 

Granted

  21,590 $16.56  1,637,114 $14.96 

Vested

  (89,006)(1)$14.81  (329,542)(1)$21.52 

Forfeited

  (77,603)$12.46  (756,566)$14.71 

Unvested at December 31, 2013

  210,490 $13.43  1,965,667 $16.50 

Granted

  9,973 $15.04  1,749,993 $16.05 

Vested

  (68,420)(1)$15.03  (541,888)(1)$17.64 

Forfeited

  (144,555)$12.67  (1,176,301)$16.51 

Unvested at December 31, 2014

  7,488 $15.61  1,997,471 $15.78 

Granted

  15,987 $15.01  2,866,562 $10.14 

Vested

  (15,480)(1)$15.30  (505,025)(1)$16.20 

Forfeited

  (1,328)$15.00  (1,270,630)$14.14 

Unvested at December 31, 2015

  6,667 $15.00  3,088,378 $10.75 

(1)
The RSAs vested during the years ended December 31, 2015, 2014, and 2013 consisted entirely of time-based awards. The RSUs vested during the year ended December 31, 2015 consisted of 67,893 performance-based awards and 437,132 time-based awards. The RSUs vested during the year ended December 31, 2014 consisted of 30,946 performance-based awards and 510,942 time-based awards. The RSUs vested during the year ended December 31, 2013 consisted of 52,288 performance-based awards and 277,254 time-based awards.

The total grant date fair value of RSAs vested during the years ended December 31, 2015, 2014, and 2013 was $0.2 million, $1.0 million, and $1.3 million, respectively. As of December 31, 2015, Crocs had $0.1 million of total unrecognized share-based compensation expense related to non-vested restricted stock awards, net of expected forfeitures, all of which was related to time-based awards. As of December 31, 2015, the unvested RSAs are expected to be amortized over the remaining weighted average period of 0.44 years.

The total grant date fair value of RSUs vested during the years ended December 31, 2015, 2014, and 2013 was $8.2 million, $9.6 million and $7.1 million, respectively. As of December 31, 2015, Crocs had $18.5 million of total unrecognized share-based compensation expense related to unvested restricted stock units, net of expected forfeitures, of which $5.7 million is related to performance-based awards and $12.8 million is related to time-based awards. As of December 31, 2015, the unvested RSUs are expected to be amortized over the remaining weighted average period of 1.84 years, which consists of a remaining


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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. EQUITY (Continued)

weighted average period of 1.73 years related to performance-based awards and a remaining weighted average period of 1.95 years related to time-based awards.

Share-based Compensation

During the years ended December 31, 2015, 2014, and 2013, Crocs recorded $11.2 million, $12.7 million, and $12.5 million, respectively, of pre-tax share-based compensation expense of which $0.0 million, $0.2 million, and $0.7 million, respectively, related solely to the construction and implementation of the Company's ERP, which was capitalized to the consolidated balance sheets and amortized over the useful life of the software beginning on the January 1, 2015 in-service date.

Appointment of CFO

On November 4, 2015, the Board appointed Carrie Teffner as Executive Vice President and Chief Financial Officer, effective December 16, 2015. In connection with her appointment, Ms. Teffner resigned as a member of the Board and now serves as the Company's principal financial officer and principal accounting officer.

Upon the commencement of her employment, Ms. Teffner was granted a time-vesting RSU award representing the right to receive shares of the Company's common stock equal to $1,000,000, based on a 30-day weighted-average stock price as of the date Ms. Teffner's appointment was publicly announced. RSUs will vest in three annual installments beginning on the first anniversary of her start date, subject to her continued employment with the Company as of each vesting date.

In addition, Ms. Teffner was granted a performance-vesting RSU award, representing the right to receive shares of the Company's common stock equal to $1,000,000, based on a 30-day weighted-average stock price as of the date Ms. Teffner's appointment was publicly announced. The RSUs vest based on the achievement of certain share price levels on or before the fourth anniversary of her start date, subject to continued employment with the Company.


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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. ALLOWANCES

The changes in the allowance for doubtful accounts, inclusive of unapplied rebate reserves, and reserve for sales returns and allowances for the years ended December 31, 2015, 2014, and 2013, are as follows:

Consolidated reserves and allowances

 
 Allowance for
doubtful accounts
 Reserve for sales
returns and
allowances
 Reserve for
unapplied rebates
  
 Total 
 
 (in thousands)
 

Beginning balance at December 31, 2012

 $(3,441)$(7,086)$(2,788)  $(13,315)

Reduction in revenue

    (55,784) (5,420)   (61,204)

Expense

  (1,930)       (1,930)

Recoveries, applied amounts, and write-offs          

  1,715  57,460  6,761    65,936 

Ending balance at December 31, 2013

  (3,656) (5,410) (1,447)   (10,513)

Reduction in revenue

    (69,834) (5,397)   (75,231)

Expense

  (12,087)       (12,087)

Recoveries, applied amounts, and write-offs          

  2,134  68,030  (4,725)   65,439 

Ending balance at December 31, 2014

  (13,609) (7,214) (11,569)   (32,392)

Reduction in revenue

    (71,649) (11,106)   (82,755)

Expense

  (26,225)       (26,225)

Recoveries, applied amounts, and write-offs          

  3,466  74,224  14,318    92,008 

Ending balance at December 31, 2015

 $(36,368)$(4,639)$(8,357)  $(49,364)

During the year ended December 31, 2015, Crocs had multiple China distributors default on their payment obligations. As a result, the Company reassessed the collectability of its accounts receivable balances for its China operations and concluded that a significant increase in the allowance for doubtful accounts was required. Accordingly, Crocs has increased its China allowance for doubtful accounts by $23.2 million, resulting in total allowances in China of $36.4 million and $21.1 million as of December 31, 2015 and 2014, respectively. The Company's net accounts receivable balance for its China operations as of December 31, 2015 and 2014 was $5.1 million and $17.5 million, respectively.


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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. ALLOWANCES (Continued)

The changes in the allowance for doubtful accounts, inclusive of unapplied rebate reserves, and reserves for sale returns and allowances related to China operations for the years ended December 31, 2015, 2014, and 2013, are as follows:

China reserves and allowances

 
 Allowance for
doubtful accounts
 Reserve for sales
returns and
allowances
 Reserve for
unapplied rebates
  
 Total 
 
 (in thousands)
 

Beginning balance at December 31, 2012

 $(77)$(87)$(2,865)  $(3,029)

Reduction in revenue

    (2,371)     (2,371)

Expense

  37        37 

Recoveries, applied amounts, and write-offs          

  16  2,233  1,814    4,063 

Ending balance at December 31, 2013

  (24) (225) (1,051)   (1,300)

Reduction in revenue

    (6,921)     (6,921)

Expense

  (8,552)       (8,552)

Recoveries, applied amounts, and write-offs          

  136  3,103  (7,572)   (4,333)

Ending balance at December 31, 2014

  (8,440) (4,043) (8,623)   (21,106)

Reduction in revenue

    (7,769) (3,511)   (11,280)

Expense

  (23,163)       (23,163)

Recoveries, applied amounts, and write-offs          

  1,315  11,618  6,172    19,105 

Ending balance at December 31, 2015

 $(30,288)$(194)$(5,962)  $(36,444)

As of December 31, 2015 and 2014, China operations accounted for $41.6 million and $38.6 million, respectively, of the Company's total gross accounts receivable balances, of which $38.2 million and $36.9 million, respectively, were past due. As of December 31, 2015 and 2014, China operations had total accounts receivable reserves of $36.4 million and $21.1 million, respectively, associated with these receivables.


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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. INCOME TAXES

The following table sets forth income before taxes and the expense for income taxes for the years ended December 31, 2015, 2014, and 2013:

 
 December 31, 
 
 2015 2014 2013 
 
 (in thousands)
 

Income (loss) before taxes:

          

U.S. 

 $(83,537)$(34,622)$(7,818)

Foreign

  8,793  26,073  67,777 

Total income (loss) before taxes

  (74,744) (8,549) 59,959 

Income tax expense:

          

Current income taxes

          

U.S. federal

  480  (12,049) 3,311 

U.S. state

  195  (23) 355 

Foreign

  7,488  7,620  22,337 

Total current income taxes

  8,163  (4,452) 26,003 

Deferred income taxes:

          

U.S. federal

  (3,902) 400  14,968 

U.S. state

  (118) 236  3,639 

Foreign

  4,309  193  4,929 

Total deferred income taxes

  289  829  23,536 

Total income tax expense (benefit)

 $8,452 $(3,623)$49,539 

The following table sets forth income reconciliations of the statutory federal income tax rate to actual rates based on income or loss before income taxes for the years ended December 2015, 2014, and 2013:

 
 December 31, 
 
 2015 2014 2013 
 
 (in thousands)
 

Federal income tax rate

 $(26,160) 35.0%$(2,992) 35.0%$20,781  35.0%

State income tax rate, net of federal benefit

  (543) 0.7  2,598  (30.4) (373) (0.6)

Effect of rate differences

  (3,678) 4.9  5,317  (62.2) (28,671) (47.9)

Non-deductible / Non-taxable items          

  (2,181) 2.9  (9,904) 115.8  2,231  3.4 

Change in valuation allowance

  10,892  (14.5) 5,370  (62.8) 21,370  35.6 

U.S. tax on foreign earnings

  32,879  (43.9) 6,620  (77.4) 22,877  38.2 

Uncertain tax positions

  (3,952) 5.3  (25,172) 294.4  4,091  6.8 

Audit settlements

  1,167  (1.6) 13,448  (157.3) 3,035  5.1 

Non-deductible write-off of intercompany debt

          1,114  1.9 

Non-deductible impairment

          2,118  3.5 

Write-off of income tax receivable

      1,577  (18.4)    

Other

  28  (0.1) (485) 5.7  966  1.6 

Effective income tax rate

 $8,452  (11.3)%$(3,623) 42.4%$49,539  82.6%

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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. INCOME TAXES (Continued)

The following table sets forth deferred income tax assets and liabilities as of December 2015 and 2014:

 
 December 31, 
 
 2015 2014 
 
 (in thousands)
 

Current deferred tax assets:

       

Accrued expenses

 $ $13,217 

Unrealized loss on foreign currency

    342 

Other

     

Valuation allowance

    (7,008)

Total current deferred tax assets(1)

 $ $6,551 

Current deferred tax liabilities:

       

Unremitted earnings of foreign subsidiary

 $ $(14,186)

Other

    (44)

Total current deferred tax liabilities(1)

 $ $(14,230)

Non-current deferred tax assets:

       

Stock compensation expense

 $7,142 $9,760 

Long-term accrued expenses

  26,114  6,773 

Net operating loss and charitable contribution carryovers

  22,518  20,047 

Intangible assets

  4,725  1,517 

Property and equipment

    12,097 

Future uncertain tax position offset

  456  445 

Unrealized loss on foreign currency

  466   

Foreign tax credit

  27,109  6,259 

Other

  5,548  1,207 

Valuation allowance

  (56,572) (40,273)

Total non-current deferred tax assets

 $37,506 $17,832 

Non-current deferred tax liabilities:

       

Unremitted earnings of foreign subsidiary

 $(24,572)$ 

Property and equipment

  (6,432)  

Total non-current deferred tax liabilities

 $(31,004)$ 

(1)
In November 2015, the FASB issued guidance to simplify the financial statement presentation of deferred income taxes. The new guidance requires an entity to present deferred tax assets and liabilities as non-current in a classified balance sheet. Prior to the issuance of this guidance, deferred tax liabilities and assets were required to be separately classified into a current amount and a non-current amount in the balance sheet. The new guidance represents a change in accounting principle and is effective for annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company elected to early adopt this guidance as of December 31, 2015 and to apply it prospectively. Prior period information was not adjusted. Because the application of this guidance affects the balance sheet classification only, adoption of this guidance did not have a material impact on our consolidated financial statements.

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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. INCOME TAXES (Continued)

As of December 31, 2015, U.S. income and foreign withholding taxes have not been provided on for approximately $249.3 million of unremitted earnings of subsidiaries operating outside of the U.S. These earnings are estimated to represent the excess of the financial reporting over the tax basis in Crocs' investments in those subsidiaries. These earnings, which are considered to be indefinitely reinvested, would become subject to U.S. income tax if they were remitted to the U.S. The amount of unrecognized deferred U.S. income tax liability on the unremitted earnings has not been determined because the hypothetical calculation is not practicable.

Crocs maintains a valuation allowance of $56.5 million on certain deferred tax assets in various tax jurisdictions for which the Company believes it is not more-likely-than-not to realize, and relate primarily to state and foreign net operation losses and other tax attributes across all jurisdictions.

As a result of certain accounting realization requirements, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets as of December 31, 2015 that arose directly from tax deductions related to equity compensation in excess of compensation recognized for financial reporting. Equity would be increased by $18.2 million if and when such deferred tax assets are ultimately realized. Crocs applies ASC 740 with-and-without ordering for purposes of determining when excess tax benefits have been realized.

The following table sets forth a reconciliation of the beginning and ending amount of unrecognized tax benefits during the years ended December 31, 2015, 2014, and 2013:

 
 December 31, 
 
 2015 2014 2013 
 
 (in thousands)
 

Unrecognized tax benefit—January 1

 $8,444 $31,616 $31,900 

Gross increases—tax positions in prior period

  643  7  572 

Gross decreases—tax positions in prior period

  (385) (3,711) (2,086)

Gross increases—tax positions in current period

  549  904  3,743 

Settlements

  (4,126) (20,210) (2,291)

Lapse of statute of limitations

  (168) (162) (222)

Unrecognized tax benefit—December 31

 $4,957 $8,444 $31,616 

Unrecognized tax benefits of $5.0 million, $8.4 million and $31.6 million as of December 31, 2015, 2014, and 2013, respectively, if recognized, would reduce the annual effective tax rate offset by deferred tax assets recorded for uncertain tax positions.

The Company also recorded a net benefit of $2.8 million related to increases in 2015 unrecognized tax benefits, net of amounts effectively settled under audit in several major jurisdictions including Japan and Finland. Although the timing of the resolution, settlement, and closure of any audits is highly uncertain, it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. However, given the number of years remaining that are subject to examination, Crocs is unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits.

As it relates to the impact of uncertain tax positions on the rate reconciliation, the primary impact includes audit settlements, net increases in position changes (both are noted as part of the tax position tabular disclosure), and accrued interest expense. The gross impact of positions effectively settled are disclosed


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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. INCOME TAXES (Continued)

separately as audit settlements. The net benefit related to audit settlements is not expected to recur in future periods. Note that the interest component, while carried as a liability on the balance sheet and recorded as a component of tax expense, is excluded from the tabular disclosure pursuant to the guidance under ASC 740-10-50.

Interest and penalties related to income tax liabilities are included in income tax expense in the consolidated statement of operations. For the years ended December 31, 2015, 2014 and 2013, Crocs recorded approximately $0.2 million, $0.8 million and $0.6 million, respectively, of penalties and interest. During the year ended December 31, 2015, Crocs released $0.6 million of interest from settlements, lapse of statutes, and change in certainty. The cumulative accrued balance of penalties and interest was $0.5 million, $0.9 million and $5.0 million, as of December 31, 2015, 2014 and 2013, respectively.

The following table sets forth the tax years subject to examination for the major jurisdictions where the Company conducts business as of December 31, 2015:

Netherlands

2008 to 2015

Canada

2008 to 2015

Japan

2009 to 2015

China

2007 to 2015

Singapore

2011 to 2015

United States

2011 to 2015

State income tax returns are generally subject to examination for a period of three to five years after filing of the respective return. The state impact of any federal changes remains subject to examination by various state jurisdictions for a period up to two years after formal notification to the states.


Table of Contents


CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. EARNINGS PER SHARE

The following table illustrates the basic and diluted earnings (loss) per share ("EPS") computations for the years ended December 31, 2015, 2014, and 2013. See Note 3—Summary of Significant Accounting Policies for additional detail regarding the Company's EPS calculations.

 
 Year Ended December 31, 
 
 2015 2014 2013 
 
 (in thousands)
 

Numerator

          

Net income (loss) attributable to common stockholders

 $(98,007)$(18,962)$10,420 

Less: adjustment for income allocated to participating securities

      (36)

Net income (loss) attributable to common stockholders—basic and diluted

 $(98,007)$(18,962)$10,384 

Denominator

          

Weighted average common shares outstanding—basic

  75,604  85,140  87,989 

Plus: dilutive effect of stock options and unvested restricted stock units

      1,100 

Weighted average common shares outstanding—diluted

  75,604  85,140  89,089 

Net income (loss) attributable per common share:

          

Basic

 $(1.30)$(0.22)$0.12 

Diluted

 $(1.30)$(0.22)$0.12 

Diluted EPS is calculated using the two-class method for options and RSUs and the if-converted method for Series A preferred stock. For the years ended December 31, 2015, 2014, and 2013, 2.1 million, 2.0 million, and 1.0 million options and RSUs, respectively, were excluded in the calculation of diluted EPS under the two-class method because the effect would be anti-dilutive. The Series A preferred shares were excluded in the calculation of diluted EPS under the if-converted method because the effect would be anti-dilutive. If converted, Series A preferred stock would represent approximately 15.9% of the Company's common stock outstanding or 13.8 million additional common shares, as of December 31, 2015. See Note 16—Series A Preferred Stock for further details regarding the preferred share offering.

Stock Repurchase Plan Authorizations

Crocs continues to evaluate options to maximize the returns on its cash and maintain an appropriate capital structure, including, among other alternatives, repurchases of common stock. On December 26, 2013, Crocs' Board approved the repurchase of up to $350.0 million of the Company's common stock. The number, price, structure, and timing of the repurchases will be at the Company's sole discretion and future repurchases will be evaluated by the Company depending on market conditions, liquidity needs, and other factors. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorization does not have an expiration date and does not obligate Crocs to acquire any particular amount of its common stock. The Board may suspend, modify or terminate the repurchase program at any time without prior notice.

During the year ended December 31, 2015, Crocs repurchased approximately 6.5 million shares at a weighted average price of $13.24 per share for an aggregate price of approximately $85.9 million, including related commission charges, under the publicly announced repurchase plan. During the year ended


Table of Contents


CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. EARNINGS PER SHARE (Continued)

December 31, 2014, Crocs repurchased approximately 10.6 million shares at a weighted average price of $13.75 per share for an aggregate price of approximately $145.6 million, excluding related commission charges. As of December 31, 2015, subject to certain restrictions on repurchases under the Company's revolving credit facility, Crocs had $118.7 million remaining under the repurchase authorizations.

16. SERIES A PREFERRED STOCK

On January 27, 2014, Crocs issued 200,000 shares of Series A preferred stock to Blackstone Capital Partners VI L.P. ("Blackstone") and certain of its permitted transferees, for an aggregate purchase price of $198.0 million, or $990.00 per share, pursuant to an Investment Agreement between Crocs and Blackstone, dated December 28, 2013 (as amended, the "Investment Agreement"). In connection with the issuance of the Series A preferred stock, Crocs received proceeds of $182.2 million after deducting the issuance discount of $2.0 million and direct and incremental expenses of $15.8 million including financial advisory fees, closing costs, legal expenses, and other offering-related expenses.

Participation Rights and Dividends

The Series A preferred stock ranks senior to the Company's common stock with respect to dividend rights and rights on liquidation, winding-up, and dissolution. The Series A preferred stock has a stated value of $1,000 per share, and holders of Series A preferred stock are entitled to cumulative dividends payable quarterly in cash at a rate of 6% per annum. If Crocs fails to make timely dividend payments, the dividend rate will increase to 8% per annum until such time as all accrued but unpaid dividends have been paid in full. Holders of Series A preferred stock are entitled to receive dividends declared or paid on the Company's common stock and are entitled to vote together with the holders of the Company's common stock as a single class, in each case, on an as-converted basis. As of December 31, 2015 and 2014, Crocs had accrued dividends of $3.0 million and $3.1 million, respectively on the consolidated balance sheets, which were paid in cash to holders of the Series A preferred stock on January 4, 2016 and January 2, 2015, respectively. Holders of Series A preferred stock have certain limited special approval rights, including with respect to the issuance ofpari passu or senior equity securities of the Company.

Conversion Features

The Series A preferred stock is convertible at the option of the holders at any time after the closing into shares of common stock at an implied conversion price of $14.50 per share, subject to adjustment. At the Company's election, all or a portion of the Series A preferred stock will be convertible into the relevant number of shares of common stock on or after the third anniversary of the closing, if the closing price of the common stock equals or exceeds $29.00 for 20 consecutive trading days. The Series A preferred stock is convertible into 13,793,100 shares of common stock based on the conversion rate in place as of December 31, 2015. The conversion rate is subject to the following customary anti-dilution and other adjustments:

(1)
The occurrence of common stock dividends or distributions, stock splits or combinations, and equity reclassifications.

(2)
The distribution of rights, options, or warrants to all holders of common stock entitling them to purchase shares of common stock at a price per share that is less than the closing price of the Company's common stock.

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CROCS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. SERIES A PREFERRED STOCK (Continued)

(3)
Pursuant to a tender offer or exchange offer to purchase outstanding shares of common stock for consideration valued at an amount greater than the closing price of the Company's common stock.

(4)
If the Company distributes evidences of its indebtedness, assets, other property or securities or rights, options or warrants to acquire its capital stock.

(5)
If the Company has any stockholder rights plan in effect with respect to the common stock on the date of conversion, upon conversion of the Series A preferred stock, the holder will also receive (in addition to the common stock pursuant to the conversion) the rights under such rights plan, unless those rights (a) become exercisable before the conversion of the Series A preferred stock, or (b) are separated from the common stock (each a "Trigger Event"). Upon the occurrence of a Trigger Event, the Series A preferred stock conversion rate will be adjusted in accordance with (1) or (2) described above.

(6)
If the Company issues shares of common stock (or other instruments convertible into common stock) for valuable consideration, the conversion price is adjusted if (a) the offering price is less than the conversion price and (b) if the offering is at a price less than the fair market value of the Company's common stock on the date of issuance.

Redemption Features

At any time after the eighth anniversary of the closing, Crocs will have the right to redeem and the holders of the Series A preferred stock will have the right to require Crocs to repurchase all or any portion of the Series A preferred stock at 100% of the stated value thereof plus all accrued and unpaid dividends. Upon certain change of control events involving the Company, the holders can require Crocs to repurchase the Series A preferred stock at 101% of the stated value thereof plus all accrued and unpaid dividends.

In accordance with FASB ASC Topic 480-10-S99-3A,SEC Staff Announcement: Classification and Measurement of Redeemable Securities, redemption features, which are not solely within the control of the issuer, are required to be presented outside of permanent equity on the consolidated balance sheets. Under the Investment Agreement and as noted above, the holder has the option to redeem the Series A preferred stock any time after January 27, 2022 or upon a change in control. As such, the Series A preferred stock is presented in temporary or mezzanine equity on the consolidated balance sheets and will be accreted up to the stated redemption value of $203.0 million using an appropriate accretion method over a redemption period of eight years, as this represents the earliest probable date at which the Series A preferred stock will become redeemable.

17. COMMITMENTS AND CONTINGENCIES

Rental Commitments and Contingencies

Crocs rents space for its retail stores, offices, warehouses, vehicles, and equipment under operating leases expiring at various dates through 2033. Certain leases contain rent escalation clauses (step rents) that require additional rental amounts in the later years of the term. Rent expense for leases with step rents or rent holidays is recognized on a straight-line basis over the lease term beginning on the lease inception


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17. COMMITMENTS AND CONTINGENCIES (Continued)

date. Deferred rent is included in the consolidated balance sheets in 'Accrued expenses and other current liabilities.'

Fiscal years ending December 31,

    

2016

 $77,127 

2017

  57,258 

2018

  46,928 

2019

  37,621 

2020

  33,587 

Thereafter

  105,310 

Total minimum lease payments(1)

 $357,831 

(1)
Minimum lease payments have not been reduced by minimum sublease rentals of $0.2 million due in the future under non-cancelable subleases. They also do not include contingent rentals, which may be paid under certain retail leases on a basis of percentage of sales in excess of stipulated amounts.

The following table summarizes the composition of rent expense under operating leases for the years ended December 31, 2015, 2014, and 2013:

 
 Year Ended December 31, 
 
 2015 2014 2013 
 
 (in thousands)
 

Minimum rentals(1)

 $96,579 $108,466 $101,721 

Contingent rentals

  14,929  16,875  18,178 

Less: Sublease rentals

  (322) (868) (646)

Total rent expense

 $111,186 $124,473 $119,253 

(1)
Minimum rentals include all lease payments as well as fixed and variable common area maintenance, parking and storage fees, which were approximately $9.1 million, $9.6 million, and $9.7 million during the years ended December 31, 2015, 2014, and 2013, respectively.

Purchase Commitments

In December 2011, Crocs renewed and amended its supply agreement with Finproject S.p.A. (formerly known as Finproject s.r.l.), which provides Crocs the exclusive right to purchase certain raw materials used to manufacture its products. The agreement also provides that Crocs meets minimum purchase requirements to maintain exclusivity throughout the term of the agreement, which expires December 31, 2016. Historically, the minimum purchase requirements have not been onerous and Crocs does not expect them to become onerous in the future. Depending on the material purchased, pricing was based either on contracted price or was subject to quarterly reviews and fluctuates based on order volume, currency fluctuations, and raw material prices. Pursuant to the agreement, Crocs guarantees the payment for certain third-party manufacturer purchases of these raw materials up to a maximum potential amount of €3.5 million (approximately $3.8 million as of December 31, 2015).


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As of December 31, 2015 and 2014, Crocs had firm purchase commitments with certain third-party manufacturers of $158.2 million and $202.3 million, respectively.

Government Tax Audits

Crocs is regularly subject to, and is currently undergoing, audits by tax authorities in the United States and several foreign jurisdictions for prior tax years.

See Note 19—Legal Proceedings for further details regarding potential loss contingencies related to government tax audits and other current legal proceedings.

18. OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION

During 2013 and 2014, Crocs had four reportable operating segments based on the geographic nature of the Company's operations: Americas, Asia Pacific, Japan, and Europe. Crocs' 'Other businesses' category aggregates insignificant operating segments that do not meet the reportable segment threshold and includes manufacturing operations located in Mexico, Italy and Asia. The composition of the Company's reportable operating segments is consistent with that used by Crocs' chief operating decision maker, ("CODM") to evaluate performance and allocate resources.

Subsequent to December 31, 2014, Crocs' internal reports reviewed by the CODM began consolidating Japan into the Asia Pacific segment. This change aligned the Company's internal reporting to its new strategic model and management structure, as Japan and Asia Pacific are now managed and analyzed as one operating segment by management and the CODM. Accordingly, Crocs now has three reportable segments for 2015 as well as the 'Other Businesses' category and prior period segment results have been reclassified to reflect this change.

Each of the reportable operating segments derives its revenues from the sale of footwear and accessories to external customers as well as intersegment sales. Revenues of the 'Other businesses' category are primarily made up of intersegment sales. The remaining revenues for 'Other businesses' represent non-footwear product sales to external customers. Intersegment sales are not included in the measurement of segment operating income or regularly reviewed by the CODM and are eliminated when deriving total consolidated revenues.

Segment performance is evaluated based on segment results without allocating corporate expenses, or indirect general, administrative, and other expenses. Segment profits or losses include adjustments to


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eliminate intersegment sales. As such, reconciling items for segment operating income represent unallocated corporate and other expenses as well as intersegment eliminations.

 
 Year Ended December 31, 
 
 2015 2014 2013 
 
 (in thousands)
 

Revenues:

          

Americas

 $476,210 $489,915 $498,552 

Asia Pacific

  424,491  473,910  477,615 

Europe

  188,833  233,604  216,259 

Total segment revenues

  1,089,534  1,197,429  1,192,426 

Other businesses

  1,096  794  254 

Total consolidated revenues

 $1,090,630 $1,198,223 $1,192,680 

Operating income:

          

Americas

 $49,422(1)$48,347(1)$61,894(1)

Asia Pacific

  48,447(2) 75,135(2) 118,253(2)

Europe

  15,629(3) 24,517(3) 16,192(3)

Total segment operating income

  113,498  147,999  196,339 

Reconciliation of total segment operating income to income before income taxes:

          

Other businesses

  (30,092) (19,400) (20,811)

Intersegment eliminations

    (1,498) 61 

Unallocated corporate and other(4)

  (155,730) (131,827) (112,494)

Total consolidated operating income (loss)

  (72,324) (4,726) 63,095 

Foreign currency transaction loss, net

  (3,332) (4,885) (4,678)

Interest income

  967  1,664  2,432 

Interest expense

  (969) (806) (1,016)

Other income (expense), net

  914  204  126 

Income (loss) before income taxes

 $(74,744)$(8,549)$59,959 

Depreciation and amortization:

          

Americas

 $7,401 $11,670 $10,384 

Asia Pacific

  3,913  6,724  6,486 

Europe

  2,229  3,761  5,108 

Total segment depreciation and amortization

  13,543  22,155  21,978 

Other businesses

  7,634  5,900  8,002 

Unallocated corporate and other(4)

  14,816  9,358  11,526 

Total consolidated depreciation and amortization              

 $35,993 $37,413 $41,506 
���

(1)
Includes $7.2 million, $4.0 million, and $3.9 million for the years ended December 31, 2015, 2014, and 2013, respectively, of asset impairment charges related to 27, 36, and 23 underperforming retail locations, respectively.

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(2)
Includes $0.7 million, $2.8 million, and $0.2 million for the years ended December 31, 2015, 2014, and 2013, respectively, of asset impairment charges related to 27, 14, and two underperforming retail locations, respectively. Additionally in the year ended December 31, 2015, Crocs recorded $5.8 million in impairment charges related to South Africa assets, pertaining to 9 retail locations, classified as available for sale.

(3)
Includes $1.6 million, $2.0 million, and $6.6 million for the years ended December 31, 2015, 2014, and 2013 of asset impairment charges related to 21, 27, and 35 underperforming retail locations.

(4)
Includes a corporate component consisting primarily of corporate support and administrative functions, costs associated with share-based compensation, research and development, brand marketing, legal, restructuring, depreciation and amortization of corporate and other assets not allocated to operating segments and costs of the same nature related to certain corporate holding companies.

The following table sets forth asset information related to Crocs' reportable operating business segments as of December 31, 2015 and December 31, 2014:

 
 December 31, 
 
 2015 2014 
 
 (in thousands)
 

Assets(1):

       

Americas

 $148,104 $127,077 

Asia Pacific

  169,865  200,910 

Europe

  46,137  166,285 

Total segment current assets

  364,106  494,272 

Supply Chain

  14,778  18,132 

Corporate(2)

  16,265  27,337 

Deferred tax assets, net

    4,190 

Income tax receivable

  10,233  9,332 

Other receivables

  14,233  11,989 

Prepaid expenses and other current assets

  26,334  30,156 

Total current assets

  445,949  595,408 

Property and Equipment, net

  49,490  68,288 

Intangible assets, net

  82,297  97,337 

Goodwill

  1,973  2,044 

Deferred tax assets, net

  6,608  17,886 

Other assets

  21,703  25,968 

Total consolidated assets

 $608,020 $806,931 

(1)
Assets by segment include cash and equivalents, net accounts receivable, and inventory.

(2)
Corporate assets primarily consist of cash and equivalents and inventory.

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18. OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION (Continued)

There were no customers who represented 10% or more of consolidated revenues during the years ended December 31, 2015, 2014, and 2013. The following table sets forth certain geographical information regarding Crocs' revenues during the years ended December 31, 2015, 2014, and 2013:

 
 Year Ended December 31, 
 
 2015 2014 2013 
 
 (in thousands)
 

Location

          

United States

 $392,463 $435,154 $401,948 

International(1)

  698,167  763,069  790,732 

Total revenues

 $1,090,630 $1,198,223 $1,192,680 

(1)
Not more than 10% of international revenue was derived in any individual international country.

The following table sets forth geographical information regarding property and equipment assets as of December 31, 2015 and 2014:

 
 December 31, 
 
 2015 2014 
 
 (in thousands)
 

Location

       

United States

 $32,954 $45,046 

International

  16,536  23,242 

Total long-lived assets(1)

 $49,490 $68,288 

(1)
Not more than 10% of long-lived assets resided in any individual foreign country in 2015 or 2014.

19. LEGAL PROCEEDINGS

The Company is currently subject to an audit by U.S. Customs & Border Protection ("CBP") in respect of the period from 2006 to 2010. In October 2013, CBP issued the final audit report. In that report CBP projects that unpaid duties totaling approximately $12.4 million are due for the period under review and recommends collection of the duties due. Crocs responded that these projections are erroneous and provided arguments that demonstrate the amount due in connection with this matter is considerably less than the projection. Additionally, on December 12, 2014, Crocs made an offer to settle CBP's potential claims and tendered $3.5 million. At this time, it is not possible to determine how long it will take CBP to evaluate Crocs' offer or to predict whether Crocs' offer will be accepted. Likewise, if a settlement cannot be reached, it is not possible to predict with any certainty whether CBP will seek to assert a claim for penalties in addition to any unpaid duties, but such an assertion is a possibility.

Crocs is currently subject to an audit by the Brazilian Federal Tax Authorities related to imports of footwear from China between 2010 and 2014. On January 13, 2015, Crocs was notified about the issuance of assessments totaling approximately $3.7 million for the period January 2010 through May 2011. Crocs


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19. LEGAL PROCEEDINGS (Continued)

has disputed these assessments and asserted defenses to the claims. On February 25, 2015, Crocs received additional assessments totaling approximately $8.4 million related to the remainder of the audit period. Crocs has also disputed these assessments and asserted defenses and filed an appeal to these claims. It is anticipated that this matter will take up to several years to be resolved. It is not possible at this time to predict the outcome of this matter.

On August 8, 2014, a purported class action lawsuit was filed in California State Court against a Crocs subsidiary, Crocs Retail, LLC (Zaydenberg v. Crocs Retail, LLC, Case No. BC554214). The lawsuit alleged various employment law violations related to overtime, meal and break periods, minimum wage, timely payment of wages, wage statements, payroll records and business expenses. Crocs filed an answer on February 6, 2015, denying the allegations and asserting several defenses. On June 3, 2015, a second purported class action lawsuit was filed in California State Court against Crocs Retail, LLC (Christopher S. Duree and Richard Morely v. Crocs, Inc., Case No. BC583875), making substantially the same allegations as in the Zaydenberg lawsuit. The parties attended a mediation on June 26, 2015, and reached a settlement for $1.5 million, which will release the claims in both lawsuits. On September 4, 2015, the California State Court granted preliminary approval of the settlement and set the final approval hearing for December 14, 2015. At the final approval hearing, the California State Court entered its final order approving the settlement and final judgement. Crocs considers this matter closed.

As of December 31, 2015, Crocs estimates that the resolution of these litigation matters and other disputes could result in a loss that is reasonably possible between $0.0 million and $5.9 million in aggregate. The Company has accrued $5.6 million associated with our estimated obligation related to these legal claims, which is reported in the balance sheet in line 'Accrued expenses and other liabilities'.

Although Crocs is subject to other litigation from time to time in the ordinary course of business, including employment, intellectual property and product liability claims, Crocs is not party to any other pending legal proceedings that Crocs believes would reasonably have a material adverse impact on its business, financial position, results of operations or cash flows.

20. UNAUDITED QUARTERLY CONSOLIDATED FINANCIAL INFORMATION

 
 For the Quarter Ended 
 
 March 31,
2015
 June 30,
2015
 September 30,
2015
 December 31,
2015
 
 
 (in thousands, except per share data)
 

Revenues

 $262,193 $345,671 $274,088 $208,678 

Gross profit

 $127,370 $189,870 $120,821 $72,744 

Restructuring

 $3,663 $2,810 $981 $1,274 

Asset impairment charges

 $ $2,075 $5,460 $7,771 

Income (loss) from operations

 $(2,362)$16,349 $(20,730)$(65,581)

Net income (loss)

 $(2,425)$13,426 $(24,024)$(70,173)

Net income (loss) attributable to common shareholders

 $(5,979)$9,690 $(27,776)$(73,942)

Basic income (loss) per common share

 $(0.08)$0.11 $(0.37)$(1.01)

Diluted income (loss) per common share

 $(0.08)$0.11 $(0.37)$(1.01)

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 For the Quarter Ended 
 
 March 31,
2014
 June 30,
2014
 September 30,
2014
 December 31,
2014
 
 
 (in thousands, except per share data)
 

Revenues

 $312,429 $376,920 $302,401 $206,473 

Gross profit

 $156,227 $202,571 $155,017 $76,530 

Restructuring

 $2,250 $4,060 $7,585 $6,637 

Asset impairment charges

 $ $3,230 $2,600 $2,997 

Income (loss) from operations

 $16,822 $41,911 $1,113 $(64,572)

Net income (loss)

 $9,124 $23,277 $15,767 $(53,094)

Net income (loss) attributable to common shareholders

 $6,373 $19,523 $12,009 $(56,867)

Basic income (loss) per common share

 $0.06 $0.19 $0.12 $(0.70)

Diluted income (loss) per common share

 $0.06 $0.19 $0.12 $(0.70)

During the three months ended December 31, 2014, Crocs recorded the following charges that affect the comparability of information between periods:

Inventory write-down charges of $10.0 million related to obsolete inventory including raw materials, footwear, and accessories. See Note 4—Inventories for further discussions regarding these charges.

21. SUBSEQUENT EVENTS

ASU 2010-09 to ASC Topic 855,Subsequent Events, requires the Company to disclose the date through which subsequent events have been evaluated. The Company has evaluated subsequent events through the date the financial statements were issued, and has determined there are no other subsequent events than those presented below.

On January 19, 2016, the Company sold its operations in South Africa to and entered into a franchise agreement with the buyer. South Africa operations were presented as assets held for sale as of December 31, 2015 and during the three month period ended December 31, 2015, the carrying value of the entire asset group was written down to its estimated fair value less costs to sell.

On February 18, 2016, the Company entered into the Eleventh Amendment to the Amended and Restated Credit Agreement. See Note 11—Revolving Credit Facility & Bank Borrowings.