Claires Stores 10-Q 2017 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

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

For the Quarterly Period Ended April 29, 2017

OR

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

For the transition period from                    to                    

Commission File Nos.1-8899,333-148108 and333-175171

Claire’s Stores, Inc.

(Exact name of registrant as specified in its charter)

Florida	59-0940416
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2400 West Central Road, Hoffman Estates, Illinois	60192
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (847)765-1100

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  ☐    No  ☒

Explanatory Note: While registrant is not subject to the filing requirements of Section 13 or 15(d) of the Exchange Act, it has filed all reports pursuant to Section 13 or 15(d) of the Exchange Act during the preceding 12 months.

Indicate by check mark whether 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 RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files )    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company in Rule12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒  (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of June 1, 2017, 100 shares of the Registrant’s common stock, $0.001 par value, were outstanding.

CLAIRE’S STORES, INC. AND SUBSIDIARIES

INDEX

	PAGE NO.
PART I.    FINANCIAL INFORMATION
Item 1. Financial Statements		3
Unaudited Condensed Consolidated Balance Sheets as of April  29, 2017 and January 28, 2017		3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended April 29, 2017 and April 30, 2016		4
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 29, 2017 and April 30, 2016		5
Notes to Unaudited Condensed Consolidated Financial Statements		6
Item  2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3. Quantitative and Qualitative Disclosures About Market Risk		33
Item 4. Controls and Procedures		34
Item 5. Other Information		35
PART II.    OTHER INFORMATION
Item 1. Legal Proceedings		36
Item 1A. Risk Factors		36
Item 6. Exhibits		36
SIGNATURES		37
Ex-31.1 Section 302 Certification of CEO
Ex-31.2 Section 302 Certification of CFO
Ex-32.1 Section 906 Certification of CEO
Ex-32.2 Section 906 Certification of CFO

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PART I. FINANCIAL INFORMATION

CLAIRE’S STORES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	April 29, 2017			January 28, 2017
	(In thousands, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	25,737		$	55,792
Inventories		140,938			130,239
Prepaid expenses		16,924			14,642
Other current assets		26,809			25,270
Total current assets		210,408			225,943
Property and equipment:
Furniture, fixtures and equipment		220,369			218,804
Leasehold improvements		297,681			297,636
		518,050			516,440
Accumulated depreciation and amortization		(389,476	)		(381,975	)
		128,574			134,465
Leased property under capital lease:
Land and building		18,055			18,055
Accumulated depreciation and amortization		(6,539	)		(6,313	)
		11,516			11,742
Goodwill		1,132,575			1,132,575
Intangible assets, net of accumulated amortization of $81,640 and $80,502, respectively		454,331			454,956
Other assets		41,052			40,525
		1,627,958			1,628,056
Total assets	$	1,978,456		$	2,000,206
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities:
Current portion of long-term debt, net	$	—		$	18,405
Trade accounts payable		69,726			69,731
Income taxes payable		5,353			6,083
Accrued interest payable		24,003			53,266
Accrued expenses and other current liabilities		78,351			87,146
Total current liabilities		177,433			234,631
Long-term debt, net		2,115,167			2,118,653
Revolving credit facility, net		57,043			3,925
Obligation under capital lease		16,289			16,388
Deferred tax liability		91,900			99,255
Deferred rent expense		33,917			34,300
Unfavorable lease obligations and other long-term liabilities		8,800			10,376
		2,323,116			2,282,897
Commitments and contingencies
Stockholder’s deficit:
Common stock par value $0.001 per share; authorized 1,000 shares; issued and outstanding 100 shares		—			—
Additionalpaid-in capital		630,558			630,496
Accumulated other comprehensive loss, net of tax		(49,956	)		(51,881	)
Accumulated deficit		(1,102,695	)		(1,095,937	)
		(522,093	)		(517,322	)
Total liabilities and stockholder’s deficit	$	1,978,456		$	2,000,206

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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CLAIRE’S STORES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands)

	Three Months Ended April 29, 2017			Three Months Ended April 30, 2016
Net sales	$	299,621		$	299,647
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below)		151,788			158,353
Gross profit		147,833			141,294
Other expenses:
Selling, general and administrative		110,512			107,722
Depreciation and amortization		11,203			14,060
Severance and transaction-related costs		143			1,573
Other (income) expense, net		(2,701	)		2,945
		119,157			126,300
Operating income		28,676			14,994
Interest expense, net		43,580			55,079
Loss before income tax benefit		(14,904	)		(40,085	)
Income tax benefit		(8,146	)		(1,327	)
Net loss	$	(6,758	)	$	(38,758	)
Net loss	$	(6,758	)	$	(38,758	)
Other comprehensive income:
Foreign currency translation adjustments		44			2,860
Net gain on intra-entity foreign currency transactions, net of tax expense of $229 and $525		1,881			10,195
Other comprehensive income		1,925			13,055
Comprehensive loss	$	(4,833	)	$	(25,703	)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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CLAIRE’S STORES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Three Months Ended April 29, 2017			Three Months Ended April 30, 2016
Cash flows from operating activities:
Net loss	$	(6,758	)	$	(38,758	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		11,203			14,060
Amortization of lease rights and other assets		1,069			658
Amortization of debt issuance costs		2,187			2,102
Accretion of debt premium		(721	)		(662	)
Net unfavorable accretion of lease obligations		(64	)		(62	)
Loss on sale/retirement of property and equipment, net		118			102
Stock-based compensation expense (benefit)		62			(33	)
(Increase) decrease in:
Inventories		(9,694	)		(7,187	)
Prepaid expenses		(1,371	)		(14,220	)
Other assets		(1,434	)		(1,478	)
Increase (decrease) in:
Trade accounts payable		(1,069	)		1,134
Income taxes payable		(962	)		(1,009	)
Accrued interest payable		(29,263	)		(25,322	)
Accrued expenses and other liabilities		(10,834	)		(15,153	)
Deferred income taxes		(7,597	)		(355	)
Deferred rent expense		(525	)		(611	)
Net cash used in operating activities		(55,653	)		(86,794	)
Cash flows from investing activities:
Acquisition of property and equipment		(3,365	)		(4,215	)
Acquisition of intangible assets/lease rights		(28	)		(91	)
Net cash used in investing activities		(3,393	)		(4,306	)
Cash flows from financing activities:
Proceeds from revolving credit facilities		69,000			116,864
Payments on revolving credit facilities		(16,200	)		—
Payments on short-term debt		(18,420	)		—
Payments on long-term debt		(4,272	)		—
Payment of debt issuance costs		(347	)		(44	)
Principal payments on capital lease		(76	)		(58	)
Net cash provided by financing activities		29,685			116,762
Effect of foreign currency exchange rate changes on cash and cash equivalents		(694	)		4,355
Net increase (decrease) in cash and cash equivalents		(30,055	)		30,017
Cash and cash equivalents, at beginning of period		55,792			18,871
Cash and cash equivalents, at end of period	$	25,737		$	48,888
Supplemental disclosure of cash flow information:
Interest paid	$	71,159		$	78,940
Income taxes paid		1,642			1,132

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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CLAIRE’S STORES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements of Claire’s Stores, Inc. (the “Company”) have been prepared in accordance with the instructions to Form10-Q and do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of the results for the interim periods presented have been included. These statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Annual Report on Form10-K for the year ended January 28, 2017 filed with the Securities and Exchange Commission, including Note 2 to the Consolidated Financial Statements included therein, which discusses principles of consolidation and summary of significant accounting policies.

The Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures regarding contingent assets and liabilities and reported amounts of revenues and expenses. Such estimates include, but are not limited to, the value of inventories, goodwill, intangible assets and other long-lived assets, legal contingencies and assumptions used in the calculation of income taxes, stock-based compensation, residual values and other items. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity, foreign currency, and energy markets and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates will be reflected in the financial statements in those future periods when the changes occur.

Due to the seasonal nature of the retail industry and the Company’s business, the results of operations for interim periods of the year are not necessarily indicative of the results of operations for future quarters or on an annualized basis.

2. Recent Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2017-04, Simplifying the Test for Goodwill Impairment , which requires an entity to perform aone-step quantitative impairment test, whereby a goodwill impairment loss will be measured as the excess of a reporting unit’s carrying amount over its fair value (not to exceed the total goodwill allocated to that reporting unit). It eliminates Step 2 of the currenttwo-step goodwill impairment test, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The standard is effective January 1, 2020, with early adoption as of January 1, 2017 permitted. The Company does not expect adoption of ASU2017-04 to have a material impact on the Company’s financial position, results of operations or cash flows.

In October 2016, the FASB issued ASU2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . The update eliminates the exception for an intra-entity transfer of an asset other than inventory, which aligns the recognition of income tax consequences for inter-entity transfers of assets other than inventory by requiring the recognition of current and deferred income taxes resulting from an intra-entity transfer of such an asset when the transfer occurs rather than when it is sold to an external party. The new rules will be effective for the Company in the first quarter of 2018. The Company has not yet evaluated the impact that this standard will have on its consolidated financial position, results of operations, and cash flow.

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In August 26, 2016, the FASB issued ASU2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) . The amendments in this update address how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The Company does not expect adoption of ASU2016-15 to have a material impact on the Company’s cash flows.

In March 2016, FASB issued ASU2016-09,Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company recognizes all excess tax benefits and shortfalls as income tax expense or benefit in the income statement within the reporting period in which they occur. The requirements of the new standard will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods, which for the Company is the first quarter of Fiscal 2017. The Company did not have any excess tax benefits or shortfalls and elected to continue to account for forfeitures on an estimated basis, and accordingly, our adoption of this guidance on January 29, 2017 had no impact on the Company’s financial position, results of operations or cash flows.

In March 2016, the FASB issued ASU2016-04,Liabilities—Extinguishments of Liabilities (Subtopic405-20), Recognition of Breakage for Certain Prepaid Stored-Value Products. The new guidance addresses diversity in practice related to the derecognition of a prepaid stored-value product liability. ASU2016-04 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The amended standard may be adopted on either a modified retrospective or a retrospective basis. The Company has not yet evaluated the impact that this standard will have on its consolidated financial position, results of operations, and cash flow.

In February 2016, the FASB issued ASU2016-02,Leases (Topic 842), which establishes aright-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for substantially all leases. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the statement of income. The new standard is effective for years beginning after December 15, 2018, including interim periods within those years. The Company has not yet evaluated the impact that this standard will have on its consolidated financial position, results of operations, and cash flows.

In May 2014, the FASB issued ASU2014-09,Revenue from Contracts with Customers. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, FASB issued ASUNo. 2015-14, Revenue from Contracts with Customers (Topic 606):Deferral of the Effective Date, which delays the effective date of ASU2014-09 by one year. FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, FASB issued ASUNo. 2016-08, Revenue from Contracts with Customers (Topic 606):Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in evaluating whether it controls the good or the service before it is transferred to the customer. The new revenue recognition standard will be effective for public entities for annual reporting periods beginning after December 15, 2017, and interim periods therein, that is, the first quarter of 2018. The new standard also permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). We currently do not plan to early adopt ASU2014-09, and we have not determined which method to use when we adopt. We plan to have our preliminary assessment on the impact this guidance will have on our consolidated financial statements and related disclosures in mid Fiscal 2017.

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3. Fair Value Measurements

ASC 820,Fair Value Measurement Disclosures, defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Disclosures of the fair value of certain financial instruments are required, whether or not recognized in the Unaudited Condensed Consolidated Balance Sheets. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. There is a three-level valuation hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company does not have any assets (liabilities) measured at fair value on a recurring basis.

Non-Financial Assets Measured at Fair Value on aNon-Recurring Basis

The Company’snon-financial assets, which include goodwill, intangible assets, and long-lived tangible assets, are not adjusted to fair value on a recurring basis. Fair value measures ofnon-financial assets are primarily used in the impairment analysis of these assets. Any resulting asset impairment would require that thenon-financial asset be recorded at its fair value. The Company reviews goodwill and indefinite-lived intangible assets for impairment annually, during the fourth quarter of each fiscal year, or as circumstances indicate the possibility of impairment. The Company monitors the carrying value of definite-lived intangible assets and long-lived tangible assets for impairment whenever events or changes in circumstances indicate its carrying amount may not be recoverable.

Financial Instruments Not Measured at Fair Value

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, current liabilities and long-term debt. Cash and cash equivalents, accounts receivable and current liabilities approximate fair market value due to the relatively short maturity of these financial instruments.

The Company considers all investments with a maturity of three months or less when acquired to be cash equivalents. The Company’s cash equivalent instruments are valued using quoted market prices and are primarily U.S. Treasury securities. The revolving credit facilities approximate fair value due to the variable component of the interest rate. Excluding unamortized debt issuance costs, the estimated fair value of the Company’s long-term debt was approximately $1.04 billion as of April 29, 2017, compared to a carrying value of $2.13 billion at that date. Excluding unamortized debt issuance costs, the estimated fair value of the Company’s long-term debt (including current portion) was approximately $1.09 billion as of January 28, 2017, compared to a carrying value of $2.15 billion at that date. For publicly-traded debt, the fair value (estimated market value) is based on quoted market prices in less active markets. Fornon-publicly traded debt, fair value is estimated based on quoted prices for similar instruments. If measured at fair value in the financial statements, long-term debt excluding term loans would be classified as Level 2 in the fair value hierarchy, while term loans would be classified as Level 3 in the fair value hierarchy.

8

4. Debt

Debt as of April 29, 2017 and January 28, 2017 included the following components (in thousands):

	April 29, 2017			January 28, 2017
Current portion of long-term debt:
10.5% Senior subordinated notes due 2017	$	—		$	18,420
Unamortized debt issuance cost		—			(15	)
Total current portion of long-term debt, net	$	—		$	18,405
Long-term debt:
Claire’s Gibraltar unsecured term loan due 2019	$	40,000		$	40,000
Claire’s Gibraltar Intermediate secured term loan due 2019		50,000			50,000
9.0% Senior secured first lien notes due 2019(1)		1,130,898			1,131,619
8.875% Senior secured second lien notes due 2019		222,300			222,300
6.125% Senior secured first lien notes due 2020		210,000			210,000
7.75% Senior notes due 2020		216,742			216,742
9.0% Claire’s Stores term loan due 2021		30,933			30,933
9.0% CLSIP term loan due 2021		100,525			100,525
9.0% Claire’s Gibraltar term loans due 2021		46,394			46,394
Adjustment to carrying value		82,024			86,296
Unamortized debt issuance cost		(14,649	)		(16,156	)
Total long-term debt, net	$	2,115,167		$	2,118,653
Revolving credit facility:
U.S. asset based lending credit facility due 2019	$	59,000		$	6,200
Unamortized debt issuance cost		(1,957	)		(2,275	)
Total revolving credit facility, net	$	57,043		$	3,925
Obligation under capital lease (including current portion)	$	16,635		$	16,712

(1) Amount includes unamortized premium of $5,898 and $6,619 as of April 29, 2017 and January 28, 2017, respectively.

10.50% Senior Subordinated Notes

In March 2017, the Company paid an aggregate principal amount of $18.4 million and, in addition, the related accrued interest associated with the extinguishment of the 10.50% Senior Subordinated Notes due 2017 (the “Senior Subordinated Notes”).    As a result, the Company discharged all obligations with respect to the Company’s remaining outstanding 10.50% Senior Subordinated Notes due 2017.    

ABL Credit Facility

On September 20, 2016, the ABL Credit Facility, dated as of August 12, 2016, among the Company, Claire’s Inc., the parent of the Company (“Parent”), the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (the “ABL Credit Facility”) became effective. The ABL Credit Facility matures on February 4, 2019 and provides for revolving credit loans, subject to borrowing base availability, in an amount up to $75.0 million less any amounts outstanding under the U.S. Credit Facility (as defined below).

Borrowings under the ABL Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) an alternate base rate determined by reference to the higher of (1) the prime rate in effect on such day, (2) the federal funds effective rate plus 0.50% and (3) theone-month LIBOR rate plus 1.00%, or (b) a

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LIBOR rate with respect to any Eurodollar borrowing, determined by reference to the costs of funds for U.S. dollar deposits in the London Interbank Market for the interest period relevant to such borrowing, adjusted for certain additional costs, in each case plus an applicable margin of 4.50% for LIBOR rate loans and 3.50% for alternate base rate loans. The Company also pays a facility fee of 0.50% per annum of the committed amount of the ABL Credit Facility whether or not utilized, less amounts outstanding under the U.S. Credit Facility (as defined below).

All obligations under the ABL Credit Facility are unconditionally guaranteed by (i) Parent, prior to an initial public offering of the Company’s stock, and (ii) the Company’s existing and future direct or indirect wholly-owned domestic subsidiaries, subject to certain exceptions (including CLSIP LLC and CLSIP Holdings LLC).

All obligations under the ABL Credit Facility, and the guarantees of those obligations, are secured, subject to certain exceptions and permitted liens, by (i) a first-priority security interest in the ABL Priority Collateral (as defined therein) and (ii) a second-priority security interest in the Notes Priority Collateral (as defined therein).

The ABL Credit Facility contains customary provisions relating to mandatory prepayments, voluntary payments, payment of dividends, affirmative and negative covenants, and events of default; however, it does not contain any covenants that require the Company to maintain any particular financial ratio or other measure of financial performance.

As of April 29, 2017, we had $59.0 million of borrowings, which together with the $4.0 million of letters of credit outstanding, reduces the borrowing availability to $12.0 million.

U.S. Revolving Credit Facility

On September 20, 2016, the Second Amended and Restated Credit Facility, dated as of August 12, 2016, among the Company, Parent, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (the “U.S. Credit Facility”) became effective. Pursuant to the U.S. Credit Facility, among other things, the availability under the U.S. Credit Facility reduced from $115.0 million to an amount equal to $75.0 million less any amounts outstanding under the ABL Credit Facility, the maturity was extended to February 4, 2019 and certain covenants were modified.

Borrowings under the U.S. Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) an alternate base rate determined by reference to the higher of (1) the prime rate in effect on such day, (2) the federal funds effective rate plus 0.50% and (3) theone-month LIBOR rate plus 1.00%, or (b) a LIBOR rate with respect to any Eurodollar borrowing, determined by reference to the costs of funds for U.S. dollar deposits in the London Interbank Market for the interest period relevant to such borrowing, adjusted for certain additional costs, in each case plus an applicable margin of 4.50% for LIBOR rate loans and 3.50% for alternate base rate loans. The Company also pays a facility fee of 0.50% per annum of the committed amount of the U.S. Credit Facility whether or not utilized, less amounts outstanding under the ABL Credit Facility.

All obligations under the U.S. Credit Facility are unconditionally guaranteed by (i) Parent, prior to an initial public offering of the Company’s stock, and (ii) the Company’s existing and future direct or indirect wholly-owned domestic subsidiaries, subject to certain exceptions (including CLSIP LLC and CLSIP Holdings LLC).

All obligations under the U.S. Credit Facility, and the guarantees of those obligations, are secured, subject to certain exceptions and permitted liens, on a pari passu basis with the 9% Claire’s Stores Term Loans due 2021 and the Senior Secured First Lien Notes (as defined below) by (i) a first-priority lien on the Notes Priority Collateral (as defined therein) and (ii) a second-priority lien on the ABL Priority Collateral (as defined therein).

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The U.S. Credit Facility contains customary provisions relating to mandatory prepayments, voluntary payments, payment of dividends, affirmative and negative covenants, and events of default; however, it does not contain any covenants that require the Company to maintain any particular financial ratio or other measure of financial performance except that so long as borrowings and letters of credit outstanding under the U.S. Credit Facility exceed $15 million, the Company is required to maintain, at each borrowing date measured at the end of the prior fiscal quarter (but reflecting borrowings and repayments under the U.S. Credit Facility through the measurement date) and at the end of each fiscal quarter, a maximum Total Net Secured Leverage Ratio of, for the fiscal quarters prior to the first fiscal quarter of 2018, 8.95:1.00, and for the fiscal quarters including and after the first fiscal quarter of 2018, 8.00:1.00, based upon the ratio of the Company’s net senior secured first lien debt to adjusted earnings before interest, taxes, depreciation and amortization for the period of four consecutive fiscal quarters most recently ended. As of April 29, 2017, no borrowings were outstanding under the U.S. Credit Facility other than amounts outstanding under the ABL Credit Facility.

Debt Covenants

The Company’s debt agreements contain certain covenants that, among other things, subject to certain exceptions and other basket amounts, restrict our ability and the ability of our subsidiaries to:

• incur additional indebtedness;

• pay dividends or distributions on our capital stock, repurchase or retire our capital stock and redeem, repurchase or defease any subordinated indebtedness;

• make certain investments;

• create or incur certain liens;

• create restrictions on the payment of dividends or other distributions to us from the Company’s subsidiaries;

• transfer or sell assets;

• engage in certain transactions with its affiliates; and

• merge or consolidate with other companies or transfer all or substantially all of its assets.

Certain of these covenants in the indentures governing the 9.0% Senior Secured First Lien Notes due 2019 (the “9.0% Senior Secured First Lien Notes”), 6.125% Senior Secured First Lien Notes due 2020 (the “6.125% Senior Secured First Lien Notes” and collectively with the 9.0% Senior Secured First Lien Notes, the “Senior Secured First Lien Notes”), the 8.765% Senior Secured Second Lien Notes due 2019 (the “Second Lien Notes”), and the 7.750% Senior Notes due 2020 (the “Unsecured Notes”) (collectively, the “Notes”), such as limitations on the Company’s ability to make certain payments such as dividends, or incur debt, will no longer apply if the Notes have investment grade ratings from both of the rating agencies of Moody’s Investor Services, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) and no event of default has occurred. Since the date of issuance of the Notes, the Notes have not received investment grade ratings from Moody’s or S&P. Accordingly, all of the covenants under the Notes currently apply to the Company. None of the covenants under the Notes, however, require the Company to maintain any particular financial ratio or other measure of financial performance.

See Note 3 – Fair Value Measurements for related fair value disclosure on debt.

Europe Credit Agreement

The Europe Credit Agreement provides for a $50.0 million aggregate principal amount secured term loan that was made on January 5, 2017 and will mature on January 31, 2019. Interest accrues at 15% per annum during the first year (with 3%pay-in-kind) and 12% per annum during the second year. All obligations under the Europe Credit Agreement have been guaranteed by certain existing direct and indirect wholly-owned subsidiaries of Claire’s (Gibraltar) Intermediate Holdings Limited (“Claire’s Gibraltar Intermediate”), and secured by liens on the assets of Claire’s Gibraltar Intermediate, the other borrower and the guarantors party thereto (the “Loan Parties”) and by a pledge of the shares of Claire’s Gibraltar Intermediate, in each case, subject to certain exceptions and limitations. Neither the Company nor any of its U.S. subsidiaries are party to, or guarantors of, the Europe Credit Agreement.

11

The Europe Credit Agreement contains customary affirmative and negative covenants applicable to the Loan Parties, events of default and provisions relating to mandatory and voluntary payments. These covenants restrict the Loan Parties’ ability to incur indebtedness, grant liens and make investments, subject to the exceptions and conditions set forth therein. Claire’s Gibraltar Intermediate is also restricted from making foreign cash transfers to the Company and its subsidiaries, subject to compliance with a leverage ratio test and to certain exceptions. Additionally, the Loan Parties must maintain specified minimum balances of cash and cash equivalents, measured as of the last day of any fiscal month, specified minimum collateral values, measured as of the last day of any fiscal quarter, and specified levels of Consolidated Total Assets and EBITDA, measured as of the last day of any fiscal quarter. As of April 29, 2017, the Company was in compliance with all covenants.

Europe Bank Credit Facilities

The Company’snon-U.S. subsidiaries have bank credit facilities totaling approximately $1.9 million. The facilities are used for working capital requirements, letters of credit and various guarantees. These credit facilities have been arranged in accordance with customary lending practices in the respective country of operation. As of April 29, 2017, there was a reduction of $1.8 million for outstanding bank guarantees, which reduces the borrowing availability to $0.1 million as of that date.

5. Commitments and Contingencies

The Company is, from time to time, involved in litigation incidental to the conduct of its business, including personal injury litigation, litigation regarding merchandise sold, including product and safety concerns regarding heavy metal and chemical content in merchandise, litigation with respect to various employment matters, including litigation with present and former employees, wage and hour litigation and litigation regarding intellectual property rights.

The Company believes that current pending litigation will not have a material adverse effect on its consolidated financial position, results of operations or cash flows.

6. Accumulated Other Comprehensive Income (Loss)

The following summary sets forth the components of accumulated other comprehensive income (loss), net of tax as follows (in thousands, net of tax):

	Total (1)
Balance as of January 28, 2017	$	(51,881	)
Other comprehensive income		1,925
Balance as of April 29, 2017	$	(49,956	)

(1) Represents foreign currency items and $5.7 million of other income associated with expired derivative instruments

12

7. Stock Options and Stock-Based Compensation

The following is a summary of activity in the Company’s stock option plan for the three months ended April 29, 2017:

						Weighted-
				Weighted-		Average
				Average		Remaining
	Number of			Exercise		Contractual
	Shares			Price		Term (Years)
Outstanding as of January 28, 2017		3,125,062		$	5.67
Options granted		1,200		$	1.25
Options exercised		—
Options forfeited		(8,475	)	$	7.34
Options expired		(4,712	)	$	10.00
Outstanding as of April 29, 2017		3,113,075		$	5.66		4.5
Options vested and expected to vest as of April 29, 2017		2,926,746		$	5.81		4.4
Exercisable as of April 29, 2017		1,352,212		$	8.22		3.4

The weighted average grant date fair value of options granted during the three months ended April 29, 2017 and April 30, 2016 was $0.41 and $0.50, respectively.

Stock-based compensation benefit is recorded in “Selling, general and administrative” expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

8. Income Taxes

The effective income tax rate was 54.7% for the three months ended April 29, 2017. This effective income tax rate differed from the statutory federal income tax rate of 35% primarily from U.S. income recognition of foreign deemed dividend distributions and foreign tax rate differentials as compared to the U.S. statutory rate

The effective income tax rate was 3.3% for the three months ended April 30, 2016. This effective income tax rate differed from the statutory federal income tax rate of 35% primarily from foreign tax rate differentials as compared to the U.S. statutory rate.

9. Related Party Transactions

The Company, Parent, and affiliates have purchased and may, from time to time, purchase portions of the Company’s indebtedness. All of these purchases have been open market transactions and any interest payments to Parent or affiliates made thereon are paid in accordance with the associated indenture. As of April 29, 2017 and January 28, 2017, Parent and affiliates held $60.6 million, respectively, of the Company’s indebtedness. For the three months ended April 29, 2017 and April 30, 2016, the Company recognized interest expense related to the indebtedness held by Parent and affiliates of $0.0 million and $6.1 million, respectively. Interest on the debt held as of April 29, 2017 is payable in kind.

13

10. Segment Information

The Company is organized based on the geographic markets in which it operates. Under this structure, the Company currently has two reportable segments: North America and Europe. The Company accounts for the goods it sells to third parties under franchising and licensing agreements within “Net sales” and “Cost of sales, occupancy and buying expenses” in the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss within its North America segment. The franchise fees the Company charges under the franchising agreements are reported in “Other (income) expense, net” in the accompanying Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss within its Europe segment. Substantially all of the interest expense on the Company’s outstanding debt is recorded in the Company’s North America segment.

Net sales, depreciation and amortization and operating income for the three months ended April 29, 2017 and April 30, 2016 are as follows (in thousands):

	Three Months			Three Months
	Ended			Ended
	April 29, 2017			April 30, 2016
Net sales:
North America	$	195,960		$	199,306
Europe		103,661			100,341
Total net sales		299,621			299,647
Depreciation and amortization:
North America		7,102			9,095
Europe		4,101			4,965
Total depreciation and amortization		11,203			14,060
Operating income (loss) for reportable segments:
North America		25,710			24,571
Europe		3,109			(8,004	)
Total operating income for reportable segments		28,819			16,567
Severance and transaction-related costs		143			1,573
Consolidated operating income		28,676			14,994
Interest expense, net		43,580			55,079
Consolidated loss before income tax benefit	$	(14,904	)	$	(40,085	)

Excluded from operating income for the North America segment are severance and transaction-related costs of approximately $0.0 million and $1.3 million for the three months ended April 29, 2017 and April 30, 2016, respectively.

Excluded from operating loss for the Europe segment are severance and transaction-related costs of approximately $0.1 million and $0.3 million for the three months ended April 29, 2017 and April 30, 2016, respectively.

14

11. Supplemental Financial Information

On March 4, 2011, Claire’s Stores, Inc. (referred to in this Note 11 as the “Issuer”), issued the Second Lien Notes. On February 28, 2012, March 12, 2012 and September 20, 2012, the Issuer issued the 9.0% Senior Secured First Lien Notes.    On March 15, 2013, the Issuer issued the 6.125% Senior Secured First Lien Notes and on May 14, 2013, the Issuer issued the Unsecured Notes. The Second Lien Notes are irrevocably and unconditionally guaranteed, jointly and severally, by all wholly-owned domestic current and future subsidiaries of Claire’s Stores, Inc. that guarantee the Company’s ABL Credit Facility and U.S. Credit Facility. The First Lien Notes are unconditionally guaranteed, jointly and severally, by all wholly-owned domestic current and future subsidiaries of Claire’s Stores, Inc. (subject to certain exceptions including CLSIP LLC and CLSIP Holdings LLC). As of April 29, 2017, Claire’s Stores, Inc. owned 100% of its domestic subsidiaries that guarantee the Notes. All guarantors are collectively referred to as the “Guarantors.” The Company’s other subsidiaries, principally its international subsidiaries including its European, Canadian and Asian subsidiaries (the“Non-Guarantors”), are not guarantors of these Notes.

The tables in the following pages present the condensed consolidating financial information for the Issuer, the Guarantors and theNon-Guarantors, together with eliminations, as of and for the periods indicated. The consolidating financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the Issuer, Guarantors andNon-Guarantors operated as independent entities.

15

Condensed Consolidating Balance Sheet

April 29, 2017

(in thousands)

							Non-
	Issuer			Guarantors			Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	4,173		$	3,938		$	17,626		$	—		$	25,737
Inventories		—			79,026			61,912			—			140,938
Prepaid expenses		1,314			1,255			14,355			—			16,924
Other current assets		83			15,367			11,359			—			26,809
Total current assets		5,570			99,586			105,252			—			210,408
Property and equipment:
Furniture, fixtures and equipment		5,817			137,672			76,880			—			220,369
Leasehold improvements		1,315			183,698			112,668			—			297,681
		7,132			321,370			189,548			—			518,050
Accumulated depreciation and amortization		(5,313	)		(248,460	)		(135,703	)		—			(389,476	)
		1,819			72,910			53,845			—			128,574
Leased property under capital lease:
Land and building		—			18,055			—			—			18,055
Accumulated depreciation and amortization		—			(6,539	)		—			—			(6,539	)
		—			11,516			—			—			11,516
Intercompany receivables		—			314,426			83,188			(397,614	)		—
Investment in subsidiaries		1,583,925			(42,638	)		—			(1,541,287	)		—
Goodwill		—			987,517			145,058			—			1,132,575
Intangible assets, net		188,100			149,739			201,126			(84,634	)		454,331
Other assets		1,144			4,240			35,668			—			41,052
		1,773,169			1,413,284			465,040			(2,023,535	)		1,627,958
Total assets	$	1,780,558		$	1,597,296		$	624,137		$	(2,023,535	)	$	1,978,456
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities:
Trade accounts payable	$	1,073		$	23,542		$	45,111		$	—		$	69,726
Income taxes payable		—			1,517			3,836			—			5,353
Accrued interest payable		23,322			—			681			—			24,003
Accrued expenses and other current liabilities		11,290			31,504			35,557			—			78,351
Total current liabilities		35,685			56,563			85,185			—			177,433
Intercompany payables		397,614			—			—			(397,614	)		—
Long-term debt, net		1,812,309			146,887			155,971			—			2,115,167
Revolving credit facility, net		57,043			—			—			—			57,043
Obligation under capital lease		—			16,289			—			—			16,289
Deferred tax liability		—			93,554			(1,654	)		—			91,900
Deferred rent expense		—			23,145			10,772			—			33,917
Unfavorable lease obligations and other long-term liabilities		—			8,800			—			—			8,800
		2,266,966			288,675			165,089			(397,614	)		2,323,116
Stockholder’s equity (deficit):
Common stock		—			367			2			(369	)		—
Additional paid in capital		630,558			1,520,543			766,992			(2,287,535	)		630,558
Accumulated other comprehensive income (loss), net of tax		(49,956	)		(6,455	)		(43,342	)		49,797			(49,956	)
Accumulated deficit		(1,102,695	)		(262,397	)		(349,789	)		612,186			(1,102,695	)
		(522,093	)		1,252,058			373,863			(1,625,921	)		(522,093	)
Total liabilities and stockholder’s equity (deficit)	$	1,780,558		$	1,597,296		$	624,137		$	(2,023,535	)	$	1,978,456

16

Condensed Consolidating Balance Sheet

January 28, 2017

(in thousands)

							Non-
	Issuer			Guarantors			Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	3,038		$	3,005		$	49,749		$	—		$	55,792
Inventories		—			74,307			55,932			—			130,239
Prepaid expenses		463			1,397			12,782			—			14,642
Other current assets		—			14,281			10,989			—			25,270
Total current assets		3,501			92,990			129,452			—			225,943
Property and equipment:
Furniture, fixtures and equipment		5,817			137,382			75,605			—			218,804
Leasehold improvements		1,315			183,910			112,411			—			297,636
		7,132			321,292			188,016			—			516,440
Accumulated depreciation and amortization		(5,121	)		(244,158	)		(132,696	)		—			(381,975	)
		2,011			77,134			55,320			—			134,465
Leased property under capital lease:
Land and building		—			18,055			—			—			18,055
Accumulated depreciation and amortization		—			(6,313	)		—			—			(6,313	)
		—			11,742			—			—			11,742
Intercompany receivables		—			288,796			61,125			(349,921	)		—
Investment in subsidiaries		1,541,321			(43,213	)		—			(1,498,108	)		—
Goodwill		—			987,517			145,058			—			1,132,575
Intangible assets, net		188,100			149,804			201,686			(84,634	)		454,956
Other assets		1,066			4,342			35,117			—			40,525
		1,730,487			1,387,246			442,986			(1,932,663	)		1,628,056
Total assets	$	1,735,999		$	1,569,112		$	627,758		$	(1,932,663	)	$	2,000,206
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt, net	$	18,405		$	—		$	—		$	—		$	18,405
Trade accounts payable		1,719			21,048			46,964			—			69,731
Income taxes payable		—			1,160			4,923			—			6,083
Accrued interest payable		52,667			—			599			—			53,266
Accrued expenses and other current liabilities		14,474			33,517			39,155			—			87,146
Total current liabilities		87,265			55,725			91,641			—			234,631
Intercompany payables		349,923			—			—			(349,923	)		—
Long-term debt, net		1,812,208			149,302			157,143			—			2,118,653
Revolving credit facility, net		3,925			—			—			—			3,925
Obligation under capital lease		—			16,388			—			—			16,388
Deferred tax liability		—			93,554			5,701			—			99,255
Deferred rent expense		—			23,424			10,876			—			34,300
Unfavorable lease obligations and other long-term liabilities		—			10,373			3			—			10,376
		2,166,056			293,041			173,723			(349,923	)		2,282,897
Stockholder’s equity (deficit):
Common stock		—			367			2			(369	)		—
Additional paid in capital		630,496			1,520,544			766,993			(2,287,537	)		630,496
Accumulated other comprehensive income (loss), net of tax		(51,881	)		(5,187	)		(47,062	)		52,249			(51,881	)
Accumulated deficit		(1,095,937	)		(295,378	)		(357,539	)		652,917			(1,095,937	)
		(517,322	)		1,220,346			362,394			(1,582,740	)		(517,322	)
Total liabilities and stockholder’s equity (deficit)	$	1,735,999		$	1,569,112		$	627,758		$	(1,932,663	)	$	2,000,206

17

Condensed Consolidating Statement of Operations and Comprehensive Loss

For The Three Months Ended April 29, 2017

(in thousands)

							Non-
	Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Net sales	$	—		$	182,070		$	117,551		$	—		$	299,621
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below)		3,162			86,199			62,427			—			151,788
Gross profit (deficit)		(3,162	)		95,871			55,124			—			147,833
Other expenses:
Selling, general and administrative		5,753			57,285			47,474			—			110,512
Depreciation and amortization		191			6,326			4,686			—			11,203
Severance and transaction-related costs		—			57			86			—			143
Other (income) expense		(1,937	)		(192	)		(572	)		—			(2,701	)
		4,007			63,476			51,674			—			119,157
Operating income (loss)		(7,169	)		32,395			3,450			—			28,676
Interest expense, net		40,270			526			2,784			—			43,580
Income (loss) before income taxes		(47,439	)		31,869			666			—			(14,904	)
Income tax benefit		—			(1,064	)		(7,082	)		—			(8,146	)
Income (loss) from continuing operations		(47,439	)		32,933			7,748			—			(6,758	)
Equity in earnings (loss) of subsidiaries		40,681			46			—			(40,727	)		—
Net income (loss)		(6,758	)		32,979			7,748			(40,727	)		(6,758	)
Foreign currency translation adjustments		44			(412	)		1,837			(1,425	)		44
Net gain (loss) on intra-entity foreign currency transactions, net of tax		1,881			(856	)		1,883			(1,027	)		1,881
Other comprehensive income (loss)		1,925			(1,268	)		3,720			(2,452	)		1,925
Comprehensive income (loss)	$	(4,833	)	$	31,711		$	11,468		$	(43,179	)	$	(4,833	)

Condensed Consolidating Statement of Operations and Comprehensive Loss

For The Three Months Ended April 30, 2016

(in thousands)

							Non-
	Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Net sales	$	—		$	186,024		$	113,623		$	—		$	299,647
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below)		2,725			91,252			64,376			—			158,353
Gross profit (deficit)		(2,725	)		94,772			49,247			—			141,294
Other expenses:
Selling, general and administrative		4,771			55,413			47,538			—			107,722
Depreciation and amortization		237			8,314			5,509			—			14,060
Severance and transaction-related costs		1,348			(3	)		228			—			1,573
Other (income) expense		(1,411	)		16			4,340			—			2,945
		4,945			63,740			57,615			—			126,300
Operating income (loss)		(7,670	)		31,032			(8,368	)		—			14,994
Interest expense, net		54,269			540			270			—			55,079
Income (loss) before income taxes		(61,939	)		30,492			(8,638	)		—			(40,085	)
Income tax expense (benefit)		—			(1,339	)		12			—			(1,327	)
Income (loss) from continuing operations		(61,939	)		31,831			(8,650	)		—			(38,758	)
Equity in earnings (loss) of subsidiaries		23,181			(1,664	)		—			(21,517	)		—
Net income (loss)		(38,758	)		30,167			(8,650	)		(21,517	)		(38,758	)
Foreign currency translation adjustments		2,860			1,486			(2,706	)		1,220			2,860
Net gain (loss) on intra-entity foreign currency transactions, net of tax		10,195			2,389			10,278			(12,667	)		10,195
Other comprehensive income (loss)		13,055			3,875			7,572			(11,447	)		13,055
Comprehensive income (loss)	$	(25,703	)	$	34,042		$	(1,078	)	$	(32,964	)	$	(25,703	)

18

Condensed Consolidating Statement of Cash Flows

Three Months Ended April 29, 2017

(in thousands)

							Non-
	Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income (loss)	$	(6,758	)	$	32,979		$	7,748		$	(40,727	)	$	(6,758	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Loss (equity) in earnings of subsidiaries		(40,681	)		(46	)		—			40,727			—
Depreciation and amortization		191			6,326			4,686			—			11,203
Amortization of lease rights and other assets		—			—			1,069			—			1,069
Amortization of debt issuance costs		1,899			—			288			—			2,187
Accretion of debt premium		(721	)		—			—			—			(721	)
Net accretion of unfavorable lease obligations		—			(63	)		(1	)		—			(64	)
Loss on sale/retirement of property and equipment, net		—			118			—			—			118
Stock-based compensation expense (benefit)		58			—			4			—			62
(Increase) decrease in:
Inventories		—			(4,719	)		(4,975	)		—			(9,694	)
Prepaid expenses		(850	)		142			(663	)		—			(1,371	)
Other assets		(158	)		(993	)		(283	)		—			(1,434	)
Increase (decrease) in:
Trade accounts payable		(646	)		2,380			(2,803	)		—			(1,069	)
Income taxes payable		—			367			(1,329	)		—			(962	)
Accrued interest payable		(29,345	)		—			82			—			(29,263	)
Accrued expenses and other liabilities		(3,184	)		(3,479	)		(4,171	)		—			(10,834	)
Deferred income taxes		—			—			(7,597	)		—			(7,597	)
Deferred rent expense		—			(280	)		(245	)		—			(525	)
Net cash provided by (used in) operating activities		(80,195	)		32,732			(8,190	)		—			(55,653	)
Cash flows from investing activities:
Acquisition of property and equipment		—			(1,855	)		(1,510	)		—			(3,365	)
Acquisition of intangible assets/lease rights		—			(28	)		—			—			(28	)
Net cash used in investing activities		—			(1,883	)		(1,510	)		—			(3,393	)
Cash flows from financing activities:
Proceeds from revolving credit facilities		69,000			—			—			—			69,000
Payments on revolving credit facilities		(16,200	)		—			—			—			(16,200	)
Payments on short-term debt		(18,420	)		—			—			— ��			(18,420	)
Payments on long-term debt		(743	)		(2,415	)		(1,114	)		—			(4,272	)
Payment of debt issuance costs		—			—			(347	)		—			(347	)
Principal payments on capital lease		—			(76	)		—			—			(76	)
Intercompany activity, net		47,693			(25,629	)		(22,064	)		—			—
Net cash provided by (used in) financing activities		81,330			(28,120	)		(23,525	)		—			29,685
Effect of foreign currency exchange rate changes on cash and cash equivalents		—			(1,796	)		1,102			—			(694	)
Net increase in cash and cash equivalents		1,135			933			(32,123	)		—			(30,055	)
Cash and cash equivalents, at beginning of period		3,038			3,005			49,749			—			55,792
Cash and cash equivalents, at end of period		4,173			3,938			17,626			—			25,737

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Condensed Consolidating Statement of Cash Flows

Three Months Ended April 30, 2016

(in thousands)

							Non-
	Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income (loss)	$	(38,758	)	$	30,167		$	(8,650	)	$	(21,517	)	$	(38,758	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Loss (equity) in earnings of subsidiaries		(23,181	)		1,664			—			21,517			—
Depreciation and amortization		237			8,314			5,509			—			14,060
Amortization of lease rights and other assets		—			—			658			—			658
Amortization of debt issuance costs		2,013			—			89			—			2,102
Accretion of debt premium		(662	)		—			—			—			(662	)
Net accretion of unfavorable lease obligations		—			(62	)		—			—			(62	)
Loss on sale/retirement of property and equipment, net		—			98			4			—			102
Stock-based compensation expense (benefit)		(44	)		—			11			—			(33	)
(Increase) decrease in:
Inventories		—			(57	)		(7,130	)		—			(7,187	)
Prepaid expenses		(704	)		(12,043	)		(1,473	)		—			(14,220	)
Other assets		17			(1,179	)		(316	)		—			(1,478	)
Increase (decrease) in:
Trade accounts payable		47			(5,165	)		6,252			—			1,134
Income taxes payable		—			(161	)		(848	)		—			(1,009	)
Accrued interest payable		(25,343	)		—			21			—			(25,322	)
Accrued expenses and other liabilities		(214	)		(7,501	)		(7,438	)		—			(15,153	)
Deferred income taxes		—			—			(355	)		—			(355	)
Deferred rent expense		—			(547	)		(64	)		—			(611	)
Net cash provided by (used in) operating activities		(86,592	)		13,528			(13,730	)		—			(86,794	)
Cash flows from investing activities:
Acquisition of property and equipment		(170	)		(2,769	)		(1,276	)		—			(4,215	)
Acquisition of intangible assets/lease rights		—			(11	)		(80	)		—			(91	)
Net cash used in investing activities		(170	)		(2,780	)		(1,356	)		—			(4,306	)
Cash flows from financing activities:
Proceeds from revolving credit facilities		68,000			—			48,864			—			116,864
Payments on revolving credit facilities		—			—			—			—			—
Payment of debt issuance costs		—			—			(44	)		—			(44	)
Principal payments on capital lease		—			(58	)		—			—			(58	)
Intercompany activity, net		33,867			(15,895	)		(17,972	)		—			—
Net cash provided by (used in) financing activities		101,867			(15,953	)		30,848			—			116,762
Effect of foreign currency exchange rate changes on cash and cash equivalents		—			5,605			(1,250	)		—			4,355
Net increase in cash and cash equivalents		15,105			400			14,512			—			30,017
Cash and cash equivalents, at beginning of period		2,664			3,394			12,813			—			18,871
Cash and cash equivalents, at end of period		17,769			3,794			27,325			—			48,888

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12. Subsequent Events

On June 6, 2017, the Company and Claire’s Inc., the parent of the Company (“Parent”) entered into an Amended and Restated Management Services Agreement (the “Management Services Agreement”) with Apollo Management VI, L.P. (together with its affiliates, “Apollo”), Cowen & Co., LLC, as successor toTri-Artisan Capital Partners, LLC (“TACP”), (“Cowen”, and together with Apollo, the “Managers”) and TACP Investments – Claire’s LLC (“TACPI”). The Management Services Agreement supersedes, amends and entirely restates the Management Services Agreement, dated as of May 29, 2007 by and among the Company, Parent, Apollo, TACP and TACPI (“the Original Agreement”). Under the Management Service Agreement, the Managers have agreed to provide to the Company certain investment banking, management, consulting and financial planning services on an ongoing basis. The Managers will receive no fee for these services, but will be reimbursed by the Company for theirout-of-pocket expenses. In addition, under the Management Services Agreement, the Managers have agreed to provide to the Company certain financial advisory and investment banking services fromtime-to-time in connection with major financial transactions that may be undertaken by the Company or its subsidiaries in exchange for normal and customary fees as agreed by the Managers (or their affiliates) and the Company and Parent, taking into consideration all relevant factors. Under the Management Services Agreement, the Company and Parent have also agreed to provide the Managers (and their affiliates) with customary indemnification. The Management Services Agreement will terminate upon the earliest to occur of May 29, 2025 or the occurrence of certain termination events specified therein.

In addition on June 6, 2017, the Company and Cowen entered into a letter agreement (the “Cowen Management Agreement”) pursuant to which Cowen will provide the Company with certain financial advisory and investment banking services on amonth-to-month basis. Cowen will receive as compensation for such services a monthly cash fee of $32,000, payable at the beginning of each month, and in addition, will be reimbursed for all reasonableout-of-pocket expenses. The Company will provide Cowen (and its affiliates) with a customary indemnification. The Cowen Management Agreement may be terminated by either Cowen or the Company at any time on 30 days prior written notice. So long as the Cowen Management Agreement remains in effect, as between the Company and Parent, and Cowen, in the event of any conflict between the Cowen Management Agreement and the terms of the Management Services Agreement referred to above, the terms of the Cowen Management Agreement shall govern.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide the reader of the financial statements with a narrative on our results of operations, financial position and liquidity, risk management activities, and significant accounting policies and critical estimates. Management’s Discussion and Analysis should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and related notes thereto contained elsewhere in this document.

We include a store in the calculation of same store sales once it has been in operation sixty weeks after its initial opening and, we include sales frome-commerce. A store which is temporarily closed, such as for remodeling, is removed from the same store sales computation if it is closed for one week or more. The removal is effective prospectively upon the completion of the first fiscal week of closure. A store which is closed permanently, such as upon termination of the lease, is immediately removed from the same store sales computation. We compute same store sales on a local currency basis, which eliminates any impact for changes in foreign currency rates.

We are highly leveraged, with significant debt service obligations. On September 20, 2016, we completed the Exchange Offer which significantly reduced the amount of our indebtedness, extended our maturities and improved liquidity through the reduction of cash interest expense. Nonetheless, as of April 29, 2017, we reported net debt (total debt less cash and cash equivalents) of approximately $2.2 billion. See Note 4 – Debt, in the Notes to the accompanying Condensed Consolidated Financial Statements for a summary of our outstanding indebtedness as of April 29, 2017, and Note 6 – Debt, in the Notes to Audited Consolidated Financial Statements for a description of our existing debt, debt agreements, and Exchange Offer.

Results of Consolidated Operations

Management Overview

We are one of the world’s leading specialty retailers of fashionable jewelry and accessories for young women, teens, tweens, and kids. Our vision is to be the emporium of choice for all girls (in age or attitude) across the world. We deliver this by offering a range of innovative, fun and affordable products and services that cater to all of her activities, as she grows up, whenever and wherever. Our broad and dynamic selection of merchandise is unique. We are organized into two operating segments: North America and Europe. We identify our operating segments by how we manage and evaluate our business activities. As of April 29, 2017, we operated a total of 2,680 company-operated stores of which 1,630 were located in all 50 states of the United States, Puerto Rico, Canada and the U.S. Virgin Islands (North America segment) and 1,050 stores were located in the United Kingdom, Switzerland, Austria, Germany, France, Ireland, Spain, Portugal, Netherlands, Belgium, Poland, Czech Republic, Hungary, Italy and Luxembourg (Europe segment). We operate our stores under two brand names:Claire’s^® andIcing^®. As of April 29, 2017, we also had a total of 901 concession stores, of which 333 were located in the United States and Canada (North America segment) and 568 stores were located in the United Kingdom, France, Spain, Austria, Germany, Italy, Portugal, Switzerland, Hungary and Poland (Europe segment).

As of April 29, 2017, we also franchised 647 stores in Japan, the Middle East, Greece, Guatemala, Malta, India, Dominican Republic, El Salvador, Panama, Indonesia, Costa Rica, Serbia, Romania, Martinique, Pakistan, Thailand, Southern Africa and Russia. We account for the goods we sell to third parties under franchising agreements within “Net sales” and “Cost of sales, occupancy and buying expenses” (North America segment) in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The franchise fees we charge under the franchising agreements are reported in “Other (income) expense, net” (North America segment) in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

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Claire’s^® is our primary global brand that we operate through company-operated, concession stores, or franchise stores.Claire’s^® offers a differentiated and fun store experience with a “treasure hunt” setting that encourages our customer to visit often to explore and find merchandise that appeals to her. We believe by maintaining a highly relevant merchandise assortment and offering a compelling value proposition,Claire’s^® has universal appeal to teens,pre-teens and kids.    Claire’s^® target customer is a girl between3-18 years old for whom we create three distinct ranges: 3 to 6, 6 to 12 and 12 to 18.

Icing^® is our second brand which we currently operate in North America through company-operated stores and in the Middle East through franchised stores.Icing^® offers an inspiring merchandise assortment of fashionable products that helps a young woman to say something about herself, whatever the occasion. OurIcing^® brand targets a young woman in the18-35 year age group with a focus on our core21-25 year olds who have recently entered the workforce. This customer is independent, fashion-conscious, and has enhanced spending ability.

We provide our target customer groups with a significant selection of fashionable merchandise across a wide range of categories, all with a compelling value proposition. Our major categories of business are:

• Jewelry: Includes earrings as well as our ear piercing service, necklaces, bracelets, body jewelry and rings; and

• Accessories: Includes hairgoods; beauty products; room decor; personal, fashion, and seasonal accessories, including tech accessories such as phone cases, jewelry holders, stationery, key rings, attitude glasses, headwear, legwear, armwear, and sunglasses; and handbags and small leather goods.

In North America, our stores are located primarily in shopping malls. The differentiation of ourClaire’s^® andIcing^® brands allows us to operate multiple stores within a single location. In Europe, our stores are located primarily on high streets, in shopping malls and in high traffic urban areas.

Financial activity for the three months ended April 29, 2017 includes the following:

• Net sales remained flat;

• Same store sales percentages;

	Three Months Ended April 29, 2017
Consolidated		4.4	%
North America		0.3	%
Europe		13.0	%

• Gross profit percentage increase of 210 basis points; and

• Operating income margin of 9.6 %.

Operational activity for the three months ended April 29, 2017 includes the following:

• Opened 7 concession stores;

• Opened 1 new company-operated store;

• Closed 31 company-operated stores due to underperformance or lease renewal terms that did not meet our criteria;

• Opened 2 newIcing^® franchise stores overseas.

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A summary of our consolidated results of operations for the three months ended April 29, 2017 and April 30, 2016 are as follows (dollars in thousands):

	Three Months Ended April 29, 2017			Three Months Ended April 30, 2016
Net sales	$	299,621		$	299,647
Increase (decrease) in same store sales		4.4	%		(5.1	)%
Gross profit percentage		49.3	%		47.2	%
Selling, general and administrative expenses as a percentage of net sales		36.9	%		35.9	%
Depreciation and amortization as a percentage of net sales		3.7	%		4.7	%
Operating income	$	28,676		$	14,994
Net loss	$	(6,758	)	$	(38,758	)
Number of company-operated stores at the end of the period		2,680			2,831
Number of concession stores at the end of the period		901			733

Net sales

Net sales for the three months ended April 29, 2017 remained flat as compared to the three months ended April 30, 2016. Net sales were affected by an increase in same store sales of $12.3 million and an increase in new concession store sales and new store sales of $5.5 million, offset by the effect of store closures of $9.7 million, an unfavorable foreign currency translation effect of ournon-U.S. net sales of $7.1 million and decreased shipments to franchisees of $1.0 million. Net sales would have increased 2.4% excluding the impact of foreign currency exchange rate changes.

For the three months ended April 29, 2017, the increase in same store sales was primarily attributable to an increase in average transaction value of 10.8%, partially offset by a decrease in average number of transactions per store of 3.5%. The average transaction value and the average number of transactions are calculated on an average store basis rather than a same store basis.

The following table compares our sales of each product category for each of the periods presented:

	Percentage of Total
Product Category	Three Months Ended April 29, 2017		Three Months Ended April 30, 2016
Jewelry		48.9		47.9
Accessories		51.1		52.1
		100.0		100.0

Gross profit

In calculating gross profit and gross profit percentages, we exclude the costs related to our distribution center and depreciation and amortization expense. These costs are included instead in “Selling, general and administrative” expenses in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Other retail companies may include these costs in cost of sales, so our gross profit percentages may not be comparable to those retailers.

During the three months ended April 29, 2017, gross profit percentage increased 210 basis points to 49.3% compared to 47.2% during the three months ended April 30, 2016. The increase in gross profit percentage consisted of a 160 basis point decrease in occupancy costs and by a 60 basis point increase in merchandise margin, partially offset by a 10 basis point increase in buying and buying-related costs. The decrease in occupancy costs, as a percentage of net sales, resulted primarily from the leveraging effect of an increase in same store sales. The increase in merchandise margin percentage resulted primarily from higher trade discounts.                

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Selling, general and administrative expenses

During the three months ended April 29, 2017, selling, general and administrative expenses increased $2.8 million, or 2.6%, compared to the three months ended April 30, 2016. As a percentage of net sales, selling, general and administrative expenses increased 100 basis points compared to the three months ended April 30, 2016. Excluding a favorable $3.0 million foreign currency translation effect, selling, general, and administrative expenses would have increased $5.8 million. Excluding the foreign currency translation effect, the increase was primarily due to increased compensation-related expense, including store incentive compensation, and concession store commission expense.

Depreciation and amortization expense

During the three months ended April 29, 2017, depreciation and amortization expense decreased $2.9 million to $11.2 million compared to $14.1 million for the three months ended April 30, 2016. Excluding a favorable $0.3 million foreign currency translation effect, the decrease in depreciation and amortization expense would have been $2.6 million.    

Other (income) expense, net

The following is a summary of other (income) expense activity for the three months ended April 29, 2017 and April 30, 2016 (in thousands):

	Three Months Ended April 29, 2017			Three Months Ended April 30, 2016
Royalty income	$	(2,344	)	$	(1,103	)
Foreign currency exchange (gain) loss, net		(357	)		4,053
Other income		—			(5	)
	$	(2,701	)	$	2,945

Interest expense, net

During the three months ended April 29, 2017, net interest expense aggregated $43.6 million compared to $55.1 million for the three months ended April 30, 2016. The decrease is primarily due to decreased indebtedness as a result of the Exchange Offer consummated in September 2016 and the extinguishment of the 10.5% senior subordinated notes in the quarter ended April 29, 2017.

Income taxes

The effective income tax rate for the three months ended April 29, 2017 was 54.7% compared to 3.3% for the three months ended April 30, 2016. This effective income tax rate differed from the statutory federal income tax rate of 35% primarily from U.S. income recognition of foreign deemed dividend distributions and foreign tax rate differentials as compared to the U.S. statutory rate.

Segment Operations

We have two reportable segments – North America and Europe. The following is a discussion of results of operations by reportable segment.

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North America

Key statistics and results of operations for our North America segment are as follows (dollars in thousands):

	Three Months Ended April 29, 2017			Three Months Ended April 30, 2016
Net sales	$	195,960		$	199,306
Increase (decrease) in same store sales		0.3	%		(0.8	)%
Gross profit percentage		50.9	%		49.9	%
Number of company-operated stores at the end of the period		1,630			1,716
Number of concession stores at the end of the period		333			243

During the three months ended April 29, 2017, net sales in North America decreased $3.3 million, or 1.7%, from the three months ended April 30, 2016. The decrease was attributable to the effect of store closures of $6.9 million, decreased shipments to franchisees of $1.0 million and an unfavorable foreign currency translation effect of ournon-U.S. net sales of $0.1 million, partially offset by an increase in new concession store sales and new store sales of $4.2 million and an increase in same store sales of $0.5 million. Sales would have decreased 1.7% excluding the impact from foreign currency exchange rate changes.

For the three months ended April 29, 2017, the increase in same store sales was primarily attributable to an increase in average transaction value of 8.9%, partially offset by a decrease in average number of transactions per store of 8.7%. The average transaction value and the average number of transactions are calculated on an average store basis rather than a same store basis.

During the three months ended April 29, 2017, gross profit percentage increased 100 basis points to 50.9% compared to 49.9% during the three months ended April 30, 2016. The increase in gross profit percentage consisted of an increase in merchandise margin of 70 basis points and by a 60 basis point decrease in occupancy costs, partially offset by a 30 basis point increase in buying and buying-related costs. The increase in merchandise margin percentage resulted primarily from higher trade discounts. The decrease in occupancy costs, as a percentage of net sales, resulted primarily from the leveraging effect of an increase in same store sales. The increase in buying and buying-related costs, as a percentage of net sales, resulted primarily from increased compensation costs and buying-relating costs.

The following table compares our sales of each product category in North America for each of the periods presented:

	Percentage of Total
Product Category	Three Months Ended April 29, 2017		Three Months Ended April 30, 2016
Jewelry		55.5		53.3
Accessories		44.5		46.7
		100.0		100.0

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Europe

Key statistics and results of operations for our Europe segment are as follows (dollars in thousands):

	Three Months Ended April 29, 2017			Three Months Ended April 30, 2016
Net sales	$	103,661		$	100,341
Increase (decrease) in same store sales		13.0	%		(12.7	)%
Gross profit percentage		46.4	%		41.6	%
Number of company-operated stores at the end of the period		1,050			1,115
Number of concession stores at the end of the period		568			490

During the three months ended April 29, 2017, net sales in Europe increased $3.3 million, or 3.3%, from the three months ended April 30, 2016. The increase was attributable to an increase in same stores sales of $11.8 million and an increase in new concession store sales and new store sales of $1.3 million, partially offset by the effect of store closures of $2.8 million and an unfavorable foreign currency translation effect of ournon-U.S. net sales of $7.0 million. Sales would have increased 11.0% excluding the impact from foreign currency exchange rate changes.

For the three months ended April 29, 2017, the increase in same store sales was primarily attributable to an increase in average transaction value of 20.8% and an increase in average number of transactions per store of 3.4%. The average transaction value and the average number of transactions are calculated on an average store basis rather than a same store basis.

During the three months ended April 29, 2017, gross profit percentage increased 480 basis points to 46.4% compared to 41.6% during the three months ended April 30, 2016. The increase in gross profit percentage consisted of a 410 basis point decrease in occupancy costs, a 50 basis point increase in merchandise margin and a 20 basis point decrease in buying and buying-related costs. The decrease in occupancy costs, as a percentage of net sales, resulted primarily from the leveraging effect of an increase in same store sales. The increase in merchandise margin percentage resulted primarily from higher trade discounts. The decrease in buying and buying-related costs, as a percentage of net sales, resulted primarily from decreased compensation costs and buying-relating costs.

The following table compares our sales of each product category in Europe for each of the periods presented:

	Percentage of Total
Product Category	Three Months Ended April 29, 2017		Three Months Ended April 30, 2016
Jewelry		36.8		37.4
Accessories		63.2		62.6
		100.0		100.0

Liquidity and Capital Resources

We are highly leveraged, with significant debt service obligations. As of April 29, 2017, we reported net debt (total debt less cash and cash equivalents) of approximately $2.2 billion with maturities ranging from 2019 through 2021

We completed the Exchange Offer to reduce our outstanding indebtedness and improve liquidity through the reduction of cash interest expense. After the Exchange Offer, the Company’s outstanding debt was reduced by approximately $396 million, debt maturities were extended, and the Company estimates it will realize annual cash interest savings of approximately $24 million.

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We currently anticipate that cash on hand, cash generated from operations and borrowings under our ABL Credit Facility and U.S. Credit Facility will be sufficient to allow us to satisfy payments of interest on our indebtedness, to fund new store expenditures, and meet working capital requirements over the near-term. However, this will depend, to a large degree, on our operating performance, which may be adversely affected by general economic, political and financial conditions, foreign currency exchange exposures, and other factors beyond our control, including those disclosed in “Risk Factors” in our Annual Report on Form10-K for the fiscal year ended January 28, 2017.

Repayment of our debt as it matures will require refinancing, and we cannot make assurances that we will have the financial resources required to obtain, or that the conditions of the capital markets will support, any future refinancing, replacement or restructuring of our indebtedness.

A summary of cash flows provided by (used in) operating, investing and financing activities for the three months ended April 29, 2017 and April 30, 2016 is outlined in the table below (in thousands):

	Three Months Ended April 29, 2017			Three Months Ended April 30, 2016
Operating activities	$	(55,653	)	$	(86,794	)
Investing activities		(3,393	)		(4,306	)
Financing activities		29,685			116,762

Cash flows from operating activities

For the three months ended April 29, 2017, cash used in operations decreased $31.1 million compared to the prior year period. The primary reason for the decrease in cash used in operations was an increase in operating income and net other items of $18.6 million and a decrease in working capital of $12.5 million, excluding cash equivalents. For the three months ended April 30, 2016, cash used in operations increased $18.2 million compared to the prior year period. The primary reason for the increase was a decrease in operating income and net other items of $4.3 million and an increase in working capital of $13.9 million, excluding cash equivalents.

Cash flows from investing activities

For the three months ended April 29, 2017, cash used in investing activities was $3.4 million and consisted of $3.4 million for capital expenditures. During the remainder of Fiscal 2017, we expect to spend between $15.0 million and $20.0 million of capital expenditures.

Cash flows from financing activities

For the three months ended April 29, 2017, cash provided by financing activities was $29.7 million, which consisted primarily of net borrowings of $52.8 million under our ABL Credit Facility, partially offset by payment of $18.4 million for the extinguishment of the Senior Subordinated Notes, payment of $4.3 million for long-term debt, payment of $0.3 million in financing costs and payment of $0.1 million for capital lease. For the three months ended April 30, 2016, cash provided by financing activities was $116.8 million, which consisted primarily of net borrowings of $116.8 million under the revolving U.S. Credit Facility.

We or our affiliates have purchased and may, from time to time, purchase portions of our indebtedness. All of our purchases have been open market transactions.

Cash Position

As of April 29, 2017, we had cash and cash equivalents of $25.7 million and all cash equivalents were maintained in one money market fund invested exclusively in U.S. Treasury Securities.    

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In addition, as of April 29, 2017, our foreign subsidiaries held cash and cash equivalents of $17.6 million. During the three months ended April 29, 2017, we transferred certain cash held by foreign subsidiaries to the U.S. to meet certain liquidity needs. During the remainder of Fiscal 2017, we expect a portion of our foreign subsidiaries’ future cash flow generation to be repatriated to the U.S. to meet certain liquidity needs. We are currently accruing U.S. income taxes, net of any foreign tax credit benefit, on all foreign earnings deemed repatriated.

We currently anticipate that cash on hand, cash generated from operations and borrowings under our ABL Credit Facility and U.S. Credit Facility will be sufficient to allow us to satisfy payments of interest on our indebtedness, to fund new store expenditures, and meet working capital requirements over the near-term. However, this will depend, to a large degree, on our operating performance, which may be adversely affected by general economic, political and financial conditions, foreign currency exchange exposures, and other factors beyond our control, including those disclosed in “Risk Factors” in our Annual Report on Form10-K for the fiscal year ended January 28, 2017.

10.50% Senior Subordinated Notes

In March 2017, we paid an aggregate principal amount of $18.4 million and, in addition, the related accrued interest associated with the extinguishment of the Senior Subordinated Notes. As a result, we discharged all obligations with respect to the Company’s remaining outstanding Senior Subordinated Notes.    

ABL Credit Facility

On September 20, 2016, the ABL Credit Facility, dated as of August 12, 2016, among the Company, Parent, the lenders part thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (the “ABL Credit Facility”) became effective. The ABL Credit Facility matures on February 4, 2019 and provides for revolving credit loans, subject to borrowing base availability, in an amount up to $75.0 million less any amounts outstanding under the U.S. Credit Facility (as defined below).

Borrowings under the ABL Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) an alternate base rate determined by reference to the higher of (1) the prime rate in effect on such day, (2) the federal funds effective rate plus 0.50% and (3) theone-month LIBOR rate plus 1.00%, or (b) a LIBOR rate with respect to any Eurodollar borrowing, determined by reference to the costs of funds for U.S. dollar deposits in the London Interbank Market for the interest period relevant to such borrowing, adjusted for certain additional costs, in each case plus an applicable margin of 4.50% for LIBOR rate loans and 3.50% for alternate base rate loans. The Company also pays a facility fee of 0.50% per annum of the committed amount of the ABL Credit Facility whether or not utilized, less amounts outstanding under the U.S. Credit Facility.

All obligations under the ABL Credit Facility are unconditionally guaranteed by (i) Parent, prior to an initial public offering of the Company’s stock, and (ii) the Company’s existing and future direct or indirect wholly-owned domestic subsidiaries, subject to certain exceptions (including CLSIP LLC and CLSIP Holdings LLC).

All obligations under the ABL Credit Facility, and the guarantees of those obligations, are secured, subject to certain exceptions and permitted liens, by (i) a first-priority security interest in the ABL Priority Collateral (as defined therein) and (ii) a second-priority security interest in the Notes Priority Collateral (as defined therein).

The ABL Credit Facility contains customary provisions relating to mandatory prepayments, voluntary payments, payment of dividends, affirmative and negative covenants, and events of default; however, it does not contain any covenants that require the Company to maintain any particular financial ratio or other measure of financial performance.

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As of April 29, 2017, we had $59.0 million of borrowings, together with the $4.0 million of letters of credit outstanding, which reduced the borrowing availability to $12.0 million.

U.S. Revolving Credit Facility

On September 20, 2016, the Second Amended and Restated Credit Facility, dated as of August 12, 2016, among the Company, Parent, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (the “U.S. Credit Facility”) became effective. Pursuant to the U.S. Credit Facility, among other things, the availability under the U.S. Credit Facility reduced from $115.0 million to an amount equal to $75.0 million less any amounts outstanding under the ABL Credit Facility, the maturity was extended to February 4, 2019 and certain covenants were modified.

Borrowings under the U.S. Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) an alternate base rate determined by reference to the higher of (1) the prime rate in effect on such day, (2) the federal funds effective rate plus 0.50% and (3) theone-month LIBOR rate plus 1.00%, or (b) a LIBOR rate with respect to any Eurodollar borrowing, determined by reference to the costs of funds for U.S. dollar deposits in the London Interbank Market for the interest period relevant to such borrowing, adjusted for certain additional costs, in each case plus an applicable margin of 4.50% for LIBOR rate loans and 3.50% for alternate base rate loans. The Company also pays a facility fee of 0.50% per annum of the committed amount of the U.S. Credit Facility whether or not utilized, less amounts outstanding under the ABL Credit Facility.

All obligations under the U.S. Credit Facility are unconditionally guaranteed by (i) Parent, prior to an initial public offering of the Company’s stock, and (ii) the Company’s existing and future direct or indirect wholly-owned domestic subsidiaries, subject to certain exceptions (including CLSIP LLC and CLSIP Holdings LLC).

All obligations under the U.S. Credit Facility, and the guarantees of those obligations, are secured, subject to certain exceptions and permitted liens, on a pari passu basis with the 9% Claire’s Stores Term Loans due 2021 and the Senior Secured First Lien Notes by (i) a first-priority lien on the Notes Priority Collateral (as defined therein) and (ii) a second-priority lien on the ABL Priority Collateral (as defined therein).

The U.S. Credit Facility contains customary provisions relating to mandatory prepayments, voluntary payments, payments of dividends, affirmative and negative covenants, and events of default; however, it does not contain any covenants that require the Company to maintain any particular financial ratio or other measure of financial performance except that so long as the revolving loans and letters of credit outstanding under the U.S. Credit Facility exceed $15 million, the Company is required to maintain, at each borrowing date measured at the end of the prior fiscal quarter (but reflecting borrowings and repayments under the U.S. Credit Facility through the measurement date) and at the end of each fiscal quarter, a maximum Total Net Secured Leverage Ratio of, for the fiscal quarters prior to the first fiscal quarter of 2018, 8.95:1.00, and for the fiscal quarters including and after the first fiscal quarter of 2018, 8.00:1.00, based upon the ratio of the Company’s net senior secured first lien debt to adjusted earnings before interest, taxes, depreciation and amortization for the period of four consecutive fiscal quarters most recently ended.

As of April 29, 2017, no borrowings were outstanding under the U.S. Credit Facility other than amounts outstanding under the ABL Credit Facility.

Debt Covenants

Our debt agreements also contain various covenants that limit our ability to engage in specified types of transactions. These covenants, subject to certain exceptions and other basket amounts, limit our and our subsidiaries’ ability to, among other things:

• incur additional indebtedness;

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• pay dividends or distributions on our capital stock, repurchase or retire our capital stock and redeem, repurchase or defease any subordinated indebtedness;

• make certain investments;

• create or incur certain liens;

• create restrictions on the payment of dividends or other distributions to us from our subsidiaries;

• transfer or sell assets;

• engage in certain transactions with our affiliates; and

• merge or consolidate with other companies or transfer all or substantially all of our assets.

For a description of our existing debt and debt agreements, see Note 4 – Debt, in the Unaudited Condensed Consolidated Financial Statements. As of April 29, 2017, we were in compliance with the covenants in under all existing debt agreements.

See Note 3 – Fair Value Measurements for related fair value disclosure on debt.

Europe Bank Credit Facilities

Ournon-U.S. subsidiaries have bank credit facilities totaling $1.9 million. These facilities are used for working capital requirements, letters of credit and various guarantees. These credit facilities have been arranged in accordance with customary lending practices in their respective countries of operation. As of April 29, 2017, we had a reduction of $1.8 million for outstanding bank guarantees, which reduces the borrowing availability to $0.1 million as of that date.

Management Services Agreement

On June 6, 2017, the Company and Claire’s Inc., the parent of the Company (“Parent”) entered into an Amended and Restated Management Services Agreement (the “Management Services Agreement”) with Apollo Management VI, L.P. (together with its affiliates, “Apollo”), Cowen & Co., LLC, as successor toTri-Artisan Capital Partners, LLC (“TACP”), (“Cowen”, and together with Apollo, the “Managers”) and TACP Investments – Claire’s LLC (“TACPI”). The Management Services Agreement supersedes, amends and entirely restates the Management Services Agreement, dated as of May 29, 2007 by and among the Company, Parent, Apollo, TACP and TACPI (“the Original Agreement”). Under the Management Service Agreement, the Managers have agreed to provide to the Company certain investment banking, management, consulting and financial planning services on an ongoing basis. The Managers will receive no fee for these services, but will be reimbursed by the Company for theirout-of-pocket expenses. In the prior Management Services Agreement, the Managers were paid a $3.0 million fee annually. In addition, under the Management Services Agreement, the Managers have agreed to provide to the Company certain financial advisory and investment banking services fromtime-to-time in connection with major financial transactions that may be undertaken by the Company or its subsidiaries in exchange for normal and customary fees as agreed by the Managers (or their affiliates) and the Company and Parent, taking into consideration all relevant factors. Under the Management Services Agreement, the Company and Parent have also agreed to provide the Managers (and their affiliates) with customary indemnification. The Management Services Agreement will terminate upon the earliest to occur of May 29, 2025 or the occurrence of certain termination events specified therein.

In addition on June 6, 2017, the Company and Cowen entered into a letter agreement (the “Cowen Management Agreement”) pursuant to which Cowen will provide the Company with certain financial advisory and investment banking services on amonth-to-month basis. Cowen will receive as compensation for such services a monthly cash fee of $32,000, payable at the beginning of each month, and in addition, will be reimbursed for all reasonableout-of-pocket expenses. The Company will provide Cowen (and its affiliates) with a customary indemnification. The Cowen Management Agreement may be terminated by either Cowen or the Company at any time on 30 days prior written notice. So long as the Cowen Management Agreement remains in effect, as between the Company and Parent, and Cowen, in the event of any conflict between the Cowen Management Agreement and the terms of the Management Services Agreement referred to above, the terms of the Cowen Management Agreement shall govern.

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Critical Accounting Policies and Estimates

Our Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles. Preparation of these statements requires management to make judgments and estimates. Some accounting policies have a significant impact on amounts reported in these financial statements. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in our Fiscal 2016 Annual Report on Form10-K, filed on April 14, 2017, in the Notes to Consolidated Financial Statements, Note 2 – Summary of Significant Accounting Policies, and the Critical Accounting Policies and Estimates section contained in the Management’s Discussion and Analysis of Financial Condition and Results of Operations therein.

Goodwill and indefinite-lived intangible assets are subject to impairment assessments at least annually (or more frequently when events or circumstances indicate that an impairment may have occurred) by applying a fair-value test. These fair value estimates require significant management judgment and are based on the best information available at the time of the analysis. Our principal intangible assets, other than goodwill, are tradenames, franchise agreements, and leases that existed as of the date that the Company was acquired in May 2007, which had terms that were favorable to market at that date. Our impairment testing for Fiscal 2016 resulted in a recognition ofnon-cash impairment charges of $169.3 million, $9.0 million and $3.3 million, relating to goodwill, intangible assets and long-lived assets, respectively. We expect to next perform our annual impairment analysis during the fourth fiscal quarter of Fiscal 2017, and we may be required to recognize additional impairment charges at that time or in the future.

Recent Accounting Pronouncements

See Note 2 – Recent Accounting Pronouncements, in the Notes to the Unaudited Condensed Consolidated Financial Statements.

Cautionary Note Regarding Forward-Looking Statements and Risk Factors

We and our representatives may from time to time make written or oral forward-looking statements, including statements contained in this and other filings with the Securities and Exchange Commission and in our press releases and reports we issue publicly. All statements which address operating performance, events or developments that we expect or anticipate will occur in the future, including statements relating to our future financial performance, business strategy, planned capital expenditures, ability to service our debt, and new store openings for future periods, are forward-looking statements. The forward-looking statements are and will be based on management’s then current views and assumptions regarding future events and operating performance, and we assume no obligation to update any forward-looking statement. Forward-looking statements involve known or unknown risks, uncertainties and other factors, including changes in estimates and judgments discussed under “Critical Accounting Policies and Estimates” which may cause our actual results, performance or achievements, or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements may use the words “expect,” “anticipate,” “plan,” “intend,” “project,” “may,” “believe,” “forecasts” and similar expressions. Some of these risks, uncertainties and other factors are as follows: our level of indebtedness; general economic conditions; changes in consumer preferences and consumer spending; unwillingness of vendors and service providers to supply goods or services pursuant to historical customary credit arrangements; competition; general political and social conditions such as war, political unrest and terrorism; natural disasters or severe weather events; currency fluctuations and exchange rate adjustments; failure to maintain our favorable brand recognition; failure to successfully market our products through other channels, such ase-commerce; uncertainties generally associated with the specialty retailing business, such as decreases in mall traffic; disruptions in our supply of inventory; inability to increase same store sales; inability to renew, replace or enter into new store leases on favorable terms; increase in our cost of merchandise; significant increases in our merchandise

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markdowns or promotional sales; inability to grow our Company operated store base in North America and Europe, or expand our international store base through franchise or similar licensing arrangements, or expand our store base through concessions; inability to design and implement new information systems; data security breaches of confidential information or other cyber attacks; delays in anticipated store openings or renovations; results from any future asset impairment analysis; changes in applicable laws, rules and regulations, including changes in North America and Europe, or other international laws and regulations governing the sale of our products, particularly regulations relating to heavy metal and chemical content in our products; changes in anti-bribery laws; changes in employment laws, including laws relating to overtime pay, tax laws and import laws; product recalls; loss of key members of management; increase in the costs of healthcare for our employees; increases in the cost of labor; labor disputes; increases in the cost of borrowings; unavailability of additional debt or equity capital; and the impact of our substantial indebtedness on our operating income and our ability to grow. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. In addition, we typically earn a disproportionate share of our operating income in the fourth quarter due to seasonal buying patterns, which are difficult to forecast with certainty. Additional discussion of these and other risks and uncertainties is contained elsewhere in this Item 2, in Item 3, “Quantitative and Qualitative Disclosures About Market Risk” and in our Form10-K for Fiscal 2016 under “Statement Regarding Forward-Looking Disclosures” and “Risk Factors.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Cash and Cash Equivalents

We have significant amounts of cash and cash equivalents at financial institutions that are in excess of federally insured limits. We cannot be assured that we will not experience losses on our deposits. We mitigate this risk by investing in money market funds that are invested exclusively in U.S. Treasury securities and maintaining bank accounts with a group of credit worthy financial institutions.

Interest Rates

As of April 29, 2017, we had fixed rate debt of $2,089.8 million and variable rate debt of $99.0 million. Based on our variable rate balance as of April 29, 2017, a 1% change in interest rates would increase or decrease our annual interest expense by approximately $1.0 million.

Foreign Currency

We are exposed to market risk from foreign currency exchange rate fluctuations on the United States dollar (“USD” or “dollar”) value of foreign currency denominated transactions and our investments in foreign subsidiaries. We manage this exposure to market risk through our regular operating and financing activities, and may from time to time, use foreign currency options. Exposure to market risk for changes in foreign currency exchange rates relates primarily to our foreign operations’ buying, selling, and financing activities in currencies other than local currencies and to the carrying value of our net investments in foreign subsidiaries. As of April 29, 2017, we maintained no foreign currency options. We generally do not hedge the translation exposure related to our net investment in foreign subsidiaries. Included in “Comprehensive loss” are $1.9 million and $13.1 million, net of tax, reflecting the unrealized gain on foreign currency translations and intra-entity foreign currency transactions during the three months ended April 29, 2017 and April 30, 2016, respectively.

Certain of our subsidiaries make significant USD purchases from Asian suppliers, particularly in China. Until July 2005, the Chinese government pegged its currency, the yuan renminbi (“RMB”), to the USD, adjusting the relative value only slightly and on infrequent occasion. Many people viewed this practice as leading to a substantial undervaluation of the RMB relative to the USD and other major currencies, providing China with a competitive advantage in international trade. China now allows the RMB to float to a limited degree against a basket of major international currencies, including the USD, the euro and the Japanese yen. The official exchange rate has historically remained stable; however, there are no assurances that this currency exchange rate will continue to be as stable in the future due to the Chinese

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government’s adoption of a floating rate with respect to the value of the RMB against foreign currencies. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on China to adopt an even more flexible and more market-oriented currency policy that allows a greater fluctuation in the exchange rate between the RMB and the USD. This floating exchange rate, and any appreciation of the RMB that may result from such rate, could have various effects on our business, which include making our purchases of Chinese products more expensive. If we are unable to negotiate commensurate price decreases from our Chinese suppliers, these higher prices would eventually translate into higher costs of sales, which could have a material adverse effect on our results of operations.

The results of operations of our foreign subsidiaries, when translated into U.S. dollars, reflect the average foreign currency exchange rates for the months that comprise the periods presented. As a result, if foreign currency exchange rates fluctuate significantly from one period to the next, results in local currency can vary significantly upon translation into U.S. dollars. Accordingly, fluctuations in foreign currency exchange rates, most notably the strengthening of the dollar against the euro, could have a material impact on our revenue growth in future periods.

General Market Risk

Our competitors include department stores, specialty stores, mass merchandisers, discount stores and other retail and internet channels. Our operations are impacted by consumer spending levels, which are affected by general economic conditions, consumer confidence, employment levels, availability of consumer credit and interest rates on credit, consumer debt levels, consumption of consumer staples including food and energy, consumption of other goods, adverse weather conditions and other factors over which we have little or no control. The increase in costs of such staple items has reduced the amount of discretionary funds that consumers are willing and able to spend for other goods, including our merchandise. Should there be continued volatility in food and energy costs, recession in the United States and Europe, rising unemployment and continued declines in discretionary income, our revenue and margins could be significantly affected in the future. We cannot predict whether, when or the manner in which the economic conditions described above will change. See also “Cautionary Note Regarding Forward Looking Statements and Risk Factors.”

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this Quarterly Report. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including each of such officers as appropriate to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective because of a material weakness in the Company’s internal control over financial reporting as described below.

Changes in Internal Controls over Financial Reporting

Based on our evaluation under the framework in the 2013Internal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that our internal control over financial reporting was not effective as of April 29, 2017 because of the existence of the material weakness described below.

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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. The Company did not design and maintain effective controls over the quarterly income tax provision analysis, including controls over the review of the accuracy of certain data used to calculate the income tax provision. This material weakness resulted in a material misstatement that overstated the income tax payable and deferred tax liabilities and understated thenon-cash income tax benefit financial statement line item. This misstatement was not identified or corrected timely because the precision at which the related review control was designed was not appropriate. This misstatement was corrected prior to the issuance of the financial statements contained in this Quarterly Report on Form10-Q.

Management believes the material weakness referred to above will be remediated by designing additional review procedures which include a more detailed review of the accuracy of inputs included in the calculations used in the Company’s quarterly assessment of its income tax provision.

Other than the identification of the material weakness described above, there have been no changes in the Company’s internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 5. Other Information

Management Services Agreements

For a description of the Management Services Agreement entered into between the Company, Parent, Apollo, Cowen and TACPI, and for a description of the Cowen Management Agreement entered into between the Company and Cowen, see Note 12 – Subsequent Events, in the Notes to the Unaudited Condensed Consolidated Financial Statements.

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Retention Bonus Agreements

On June 6, 2017, the Compensation Committee of the Company approved retention bonus arrangements for certain employees, including Scott Huckins, Chief Financial Officer, pursuant to letter agreements the form of which is being filed as an exhibit to the Quarterly Report on Form 10-Q (the “Retention Bonus Agreement”). Under the terms of the Retention Bonus Agreement, Mr. Huckins will be entitled to a onetime cash payment of $500,000 within 30 days of March 31, 2019, or if earlier, the date of the occurrence of a Change in Control (as defined in the Retention Bonus Agreement) provided he remains employed by the Company through such date, the Company is not at the time of payment in default under any of its debt agreements and the Company’s internal projections at the time of payment show sufficient cash to meet liquidity needs for the succeeding 12 months. The foregoing description is qualified in all respects by reference to the provisions of the form of Retention Bonus Agreement.

A copy of the Retention Bonus Agreement has been filed as an Exhibit to this Quarterly Report on Form 10-Q and the description above is qualified in all respects by reference to the text of such agreement.

Chief Executive Officer Incentive Arrangements

On June 8, 2017, the Compensation Committee approved the grant to Ron Marshall, Chief Executive Officer, of an option to acquire 6,000,000 shares of the common stock of Claire’s Inc. (the “Equity Award”) at a price per share of not less than the fair market value per share on the date of grant, and otherwise under the terms of the Claire’s Inc. Amended and Restated Stock Incentive Plan (the “Plan”). The Committee also approved an amendment to the Plan to increase the available shares to allow for the Equity Award. The Equity Award will vest on the earliest to occur of March 31, 2019 or the occurrence of a Change in Control or a Qualified IPO (each, as defined in the Plan). The Equity Award will terminate on the seventh anniversary of the grant. On any termination of employment, the Equity Award, if not then vested, will immediately terminate, and if then vested, will terminate on the earliest of (a) a termination for Cause (as defined in the Plan), (b) the date Mr. Marshall engages in Specified Conduct (as defined in the Plan), (c) 90 days following Mr. Marshall’s voluntary resignation, (d) 18 months following Mr. Marshall’s termination of employment other than by the Company for Cause or voluntarily by Mr. Marshall, and (e) the seventh anniversary of the grant. Any shares acquired upon exercise of the Equity Award will be subject to the repurchase rights set forth in the Plan.

In addition, the Committee approved a bonus arrangement whereby Mr. Marshall would be entitled to a cash bonus payment from the Company (a “Transaction Fee Award”) in an amount equal to 10% of the amount of any fee paid to Apollo and/or Cowen for Major Transaction Services as defined in and pursuant to the Management Services Agreement (or any successor agreement). In order to receive payment of any Transaction Fee Award, Mr. Marshall must remain employed through the date that Apollo and/or Cowen receive their corresponding fee.  Upon termination of employment for any reason, any right to the Transaction Fee Award will be forfeited.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are, from time to time, involved in routine litigation incidental to the conduct of our business, including litigation instituted by persons injured upon premises under our control; litigation regarding the merchandise that we sell, including product and safety concerns regarding content in our merchandise; litigation with respect to various employment matters, including wage and hour litigation; litigation with present and former employees; and litigation regarding intellectual property rights. Although litigation is routine and incidental to the conduct of our business, like any business of our size which employs a significant number of employees and sells a significant amount of merchandise, such litigation can result in large monetary awards when judges, juries or other finders of facts do not agree with management’s evaluation of possible liability or outcome of litigation. Accordingly, the consequences of these matters cannot be finally determined by management. However, in the opinion of management, we believe that current pending litigation will not have a material adverse effect on our financial results.

Item 1A. Risk Factors

There have been no material changes in our risk factors disclosed in our Annual Report on Form10-K for the year ended January 28, 2017.

Item 6. Exhibits

10.1	Amended and Restated Management Services Agreement of Claire’s Stores, Inc. and Claire’s Inc. with Apollo Management VI, L.P. , Cowen & Co., LLC, and TACP Investments – Claire’s LLC. (1)
10.2	Management Agreement of Claire’s Stores, Inc. with Cowen & Co., LLC. (1)
10.3	Standard Form of Retention Bonus Agreement. (1)
31.1	Certification of Chief Executive Officer pursuant to Rule13a-14(a)/15d-14(a). (1)
31.2	Certification of Chief Financial Officer pursuant to Rule13a-14(a)/15d-14(a). (1)
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

⁽¹⁾  Filed herewith.

Items 2, 3, 4 and 5 of Part II are not applicable and have been omitted.

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SIGNATURES

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

	CLAIRE’S STORES, INC.
June 9, 2017	By:	/s/ Ron Marshall
		Ron Marshall, Chief Executive Officer (principal executive officer)
June 9, 2017	By:	/s/ Scott Huckins
		Scott Huckins, Executive Vice President and Chief Financial Officer (principal financial officer)

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INDEX TO EXHIBITS

EXHIBIT NO.	DESCRIPTION
10.1	Amended and Restated Management Services Agreement of Claire’s Stores, Inc. and Claire’s Inc. with Apollo Management VI, L.P. , Cowen & Co., LLC, and TACP Investments – Claire’s LLC.
10.2	Management Agreement of Claire’s Stores, Inc. with Cowen & Co., LLC.
10.3	Standard Form of Retention Bonus Agreement.
31.1	Certification of Chief Executive Officer pursuant to Rule13a-14(a)/15d-14(a).
31.2	Certification of Chief Financial Officer pursuant to Rule13a-14(a)/15d-14(a).
32.1	Certification of Chief Executive Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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