GUESS INC ET AL/CA/, S-1/A, 1996-08-06

GUESS INC ET AL/CA/
S-1/A, 1996-08-06
WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1996

REGISTRATION NO. 333-4419
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------
GUESS ?, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 2345 95-3679695
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code Number)
organization)
</TABLE>

1444 SOUTH ALAMEDA STREET
LOS ANGELES, CALIFORNIA 90021
(213) 765-3100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

ROGER A. WILLIAMS
CHIEF FINANCIAL OFFICER
GUESS ?, INC.
1444 SOUTH ALAMEDA STREET
LOS ANGELES, CALIFORNIA 90021
(213) 765-3100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------

COPIES TO:

<TABLE>
<S> <C>
William H. Hinman, Jr., Esq. Gregg A. Noel, Esq.
Shearman & Sterling Jeffrey H. Cohen, Esq.
555 California Street Skadden, Arps, Slate, Meagher & Flom
San Francisco, California 94104-1522 300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
</TABLE>

--------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

<TABLE>
<CAPTION>
ITEM
NUMBER ITEM LOCATION IN PROSPECTUS
- --------- -------------------------------------------------- ----------------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus................... Facing Page; Cross-Reference Sheet; Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus....................................... Inside Front Cover Page of Prospectus; Additional
Information; Table of Contents; Outside Back Cover
Page of Prospectus
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................ Prospectus Summary; Risk Factors
4. Use of Proceeds................................... Prospectus Summary; Use of Proceeds
5. Determination of Offering Price................... Underwriting
6. Dilution.......................................... Dilution
7. Selling Security Holders.......................... Not Applicable
8. Plan of Distribution.............................. Outside Front Cover Page of Prospectus; Underwriting
9. Description of Securities to Be Registered........ Outside Front Cover Page of Prospectus; Prospectus
Summary; Description of Capital Stock
10. Interests of Named Experts and Counsel............ Not Applicable
11. Information with Respect to Registrant............ Prospectus Summary; Risk Factors; Company History,
the Reorganization and Prior S Corporation Status;
Dividend Policy; Capitalization; Selected Financial
Data; Selected Pro Forma Financial Data;
Management's Discussion and Analysis of Financial
Condition and Results of Operations; Business;
Management; Certain Transactions; Principal
Stockholders; Shares Eligible for Future Sale;
Description of Capital Stock; Financial Statements
12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities...................................... Not Applicable
</TABLE>

------------------------

This Registration Statement contains two forms of prospectus: one to be used
in connection with an offering in the United States and Canada (the "U.S.
Prospectus") and one to be used in a concurrent offering outside the United
States and Canada (the "International Prospectus"). The U.S. Prospectus and the
International Prospectus will be identical in all respects except for the front
and back cover pages and the "Underwriting" section. The U.S. Prospectus is
included herein and is followed by those pages to be used in the International
Prospectus which differ from those in the U.S. Prospectus. Each of the pages for
the International Prospectus included herein has been labeled "Alternate Page
for International Prospectus."
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
<PAGE>
SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED AUGUST 6, 1996

PROSPECTUS

7,000,000 SHARES

[LOGO]

COMMON STOCK
------------------

Of the 7,000,000 shares of Common Stock of Guess ?, Inc. offered hereby,
5,600,000 shares are initially being offered in the United States and Canada by
the U.S. Underwriters and 1,400,000 shares are initially being offered outside
the United States and Canada by the International Managers. The initial public
offering price and the aggregate underwriting discount per share are identical
for each of the Offerings. See "Underwriting."

Prior to the Offerings, there has been no public market for the Common
Stock. It is currently estimated that the initial public offering price per
share of Common Stock will be between $18 and $20. See "Underwriting" for a
discussion of the factors to be considered in determining the initial public
offering price of the Common Stock.

The Common Stock has been approved for listing on the New York Stock
Exchange under the symbol "GES," subject to official notice of issuance.

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT (1) COMPANY (2)
<S> <C> <C> <C>
Per Share........................... $ $ $
Total (3)........................... $ $ $
</TABLE>

(1) The Company and certain Principal Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including certain
liabilities under the Securities Act of 1933, as amended. See
"Underwriting."
(2) Before deducting expenses payable by the Company estimated to be $1,750,000.

(3) The Company has granted to the U.S. Underwriters and the International
Managers options, exercisable within 30 days after the date of this
Prospectus, to purchase up to an additional 840,000 and 210,000 shares of
Common Stock, respectively, to cover over-allotments, if any. If all such
additional shares are purchased, the total Price to Public, Underwriting
Discount and Proceeds to Company will be $ , $ and $ ,
respectively. See "Underwriting."

------------------------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, and subject to
the approval of certain legal matters by counsel for the Underwriters and
certain other conditions. The Underwriters reserve the right to withdraw, cancel
or modify such offer and to reject orders in whole or in part. It is expected
that delivery of the shares of Common Stock will be made in New York, New York
on or about , 1996.

------------------------

MERRILL LYNCH & CO. MORGAN STANLEY & CO.
INCORPORATED
----------------------------------

The date of this Prospectus is , 1996.
<PAGE>
[PICTURES]

2
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS (INCLUDING THE NOTES THERETO) APPEARING
ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE NOTED, ALL COMMON STOCK SHARE
AMOUNTS, PER SHARE DATA AND OTHER INFORMATION SET FORTH IN THIS PROSPECTUS (I)
HAVE BEEN ADJUSTED TO REFLECT A 32.66 FOR 1 STOCK SPLIT, WHICH WILL BE EFFECTED
PRIOR TO CONSUMMATION OF THE OFFERINGS, AND (II) ASSUME THAT THE UNDERWRITERS'
OVER-ALLOTMENT OPTIONS HAVE NOT BEEN EXERCISED. UNLESS THE CONTEXT REQUIRES
OTHERWISE, THE "COMPANY" OR "GUESS," AS USED IN THIS PROSPECTUS, MEANS GUESS ?,
INC. AND GUESS? EUROPE, B.V., A NETHERLANDS CORPORATION ("GEBV"), GUESS ITALIA
S.R.L., AN ITALIAN CORPORATION ("GUESS ITALIA," AND TOGETHER WITH GEBV, "GUESS
EUROPE"), AND RANCHE LIMITED, A HONG KONG CORPORATION ("RANCHE" OR "GUESS
ASIA"), EACH OF WHICH IS A CONSOLIDATED SUBSIDIARY OF GUESS ?, INC.

THE COMPANY

Guess ?, Inc. (the "Company" or "Guess"), founded in 1981 by the Marciano
brothers, designs, markets, distributes and licenses one of the world's leading
lifestyle collections of casual apparel, accessories and related consumer
products. The Company's apparel for men and women is inspired by an appreciation
of the American lifestyle combined with a European flair and is marketed under
the trademarks GUESS, GUESS U.S.A., GUESS? AND TRIANGLE DESIGN and GUESS
COLLECTION. The lines include full collections of denim and cotton clothing,
including jeans, pants, overalls, skirts, dresses, shorts, blouses, shirts,
jackets and knitwear. In addition, the Company has granted licenses to
manufacture and distribute a broad range of products that complement the
Company's apparel lines, including watches, clothing for infants and children,
eyewear, footwear, activewear, home products and other fashion accessories. The
Company's product quality combined with captivating advertising images have
created a global brand franchise with products that appeal to style-conscious
consumers across a broad spectrum of ages. The Company generates net revenue
from wholesale and retail operations and licensing activities, which accounted
for 56%, 35% and 9%, respectively, of net revenue in 1995. The Company's total
net revenue in 1995 was $486.7 million and pro forma net earnings (as described
herein) were $43.3 million.

The Company achieves premium pricing for its products by emphasizing
superior styling and quality. The Company maintains rigorous control over the
quality of its products by performing its own design and development work and by
closely monitoring the workmanship of its contractors and licensees. The
enduring strength of the GUESS brand name and image is reinforced by the
Company's consistent emphasis on innovative and distinctive design. Under the
direction of Maurice Marciano, the Company's design department creates full
lines of casual apparel that appeal to both men and women. During 1995, net
sales of apparel for men and for women accounted for approximately 48% and 52%,
respectively, of net revenue from the sale of apparel products. Each of the
lines consists of a broad array of basic, recurring styles, complemented by more
fashion-oriented items which reflect contemporary trends. During 1995, net sales
of basic and fashion items accounted for approximately 49% and 51%,
respectively, of the Company's net revenue from the sale of apparel products.

IN CONNECTION WITH THE OFFERINGS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

3
<PAGE>
products were sold in approximately 1,600 shop-in-shops worldwide. In order to
protect the Guess image and enhance the exclusivity of the brand, the Company
began in 1993 to withdraw its products from certain wholesale accounts which did
not meet the Company's merchandising standards. Sales to such discontinued
accounts represented approximately $51.1 million, $32.9 million and $3.8 million
of the Company's net revenue in 1993, 1994 and 1995, respectively. The Company's
own network of stores, in addition to providing a key opportunity for growth,
allows the Company to present and merchandise its entire collection and to test
market new product concepts.

The Company intends to capitalize on the worldwide recognition of its brand
name and the breadth of Guess lifestyle products by expanding its international
operations. The Company has established Guess Europe in Italy and Guess Asia in
Hong Kong to design, source and market products in Europe and the Pacific Rim.
Guess has granted licenses for the manufacture and sale of GUESS branded
products similar to the Company's, including men's and women's denim and
knitwear, in markets such as Canada, Argentina, Mexico, the Philippines, South
Korea, Brazil and Japan. Although Guess is in the early stages of its
international expansion, GUESS brand products are currently sold in over 70
countries primarily through licensees and distributors. See "Business --
Business Strategy -- Increase International Presence."

The desirability of the GUESS brand name among consumers has allowed the
Company to selectively expand its product offerings through licensing
arrangements. The Company believes its licensing strategy significantly broadens
the distribution of GUESS brand products while limiting the Company's capital
investment and operating expenses. The Company carefully selects its licensees
and maintains strict control over the design, advertising, marketing and
distribution of all licensed products in order to maintain a consistent global
GUESS brand image. The Company's 26 licensees manufacture and distribute a broad
array of related consumer products in the United States and international
markets. The Company's most significant licenses include GUESS WATCHES, BABY
GUESS, GUESS KIDS and GUESS EYEWEAR, which together accounted for approximately
48.1% of the Company's net royalties in 1995. The Company continues to
capitalize on the GUESS brand image by granting licenses to introduce related
products. Recently, the Company licensed the GUESS HOME COLLECTION and GUESS
OUTERWEAR, as well as various accessory products.

Under Paul Marciano's direction and supervision, Guess has created a
consistent, high profile image through the use of its distinctive black and
white print ads. The Company's in-house Advertising Department directs the media
placement of all advertising worldwide, including placement by its licensees and
distributors. On numerous occasions since 1986, the Company's advertising has
garnered prestigious awards for creativity and excellence, including CLIO,
BELDING and MOBIUS awards. Such awards are generally awarded on the basis of the
judgment of prominent members of the advertising industry. By retaining control
over its advertising programs, the Company is able to maintain the integrity of
the GUESS brand image while realizing a substantial cost savings compared to the
use of outside agencies. The Company requires its licensees and distributors to
invest a percentage of their net sales of licensed products and net purchases of
Guess products, respectively, in advertising, promotion and marketing. From 1992
through 1995, the Company's advertising expenditures, together with amounts
spent by its licensees and its distributors (as reported to the Company by such
licensees and distributors), exceeded $160 million.

The Company's business strategy is designed to increase sales and
profitability, while preserving the integrity and expanding the product depth
and global reach of the GUESS brand. To provide greater management depth, the
Company has recently recruited several key executives with substantial industry
experience to faciliate the implementation of its business strategy. The
business strategy consists of the following key elements: (i) to maintain high
brand recognition, (ii) to increase international operations through increasing
sales to existing and new distributors, increasing royalties from the growth of
licensees' businesses, increasing the number of licensee- and
distributor-operated retail stores and shop-in-shops and expanding direct sales
penetration through Guess Europe, (iii) to increase both product and geographic
licensing arrangements, (iv) to deepen the Company's product offerings to
include new fabrications and product lines, (v) to expand and improve the
productivity of the Company-operated retail and factory outlet store network and
(vi) to expand and upgrade domestic shop-in-shops.

4
<PAGE>
COMPANY HISTORY

Maurice, Paul and Armand Marciano (the "Principal Executive Officers"),
together with their brother Georges, began in the apparel business in France in
1972 and opened their first retail apparel stores in the United States in 1978
in California. The business of GUESS was founded in 1981 by the Marciano
brothers. The Company was founded on the concept of a fashion jean with the
first GUESS product being the "three-zip Marilyn" jean, which was stone-washed
and adapted to fit the contours of a woman's body. Since that time, the
Company's product offerings have grown to include full lines of men's and
women's casual apparel. In August 1993, Georges Marciano sold his interest in
Guess to the Company and a trust for the benefit of Paul Marciano.

THE OFFERINGS

Of the 7,000,000 shares of Common Stock, par value $.01 per share ("Common
Stock"), to be sold in the Offerings, 5,600,000 shares are initially being
offered in the United States and Canada by the U.S. Underwriters (the "U.S.
Offering") and 1,400,000 shares are initially being offered outside the United
States and Canada by the International Managers (the "International Offering,"
and together with the U.S. Offering, the "Offerings").

<TABLE>
<S> <C>
Common Stock offered by the Company hereby.......... 7,000,000 shares
Common Stock to be outstanding after the Offerings
(1)................................................ 42,523,924 shares
Use of proceeds..................................... The estimated net proceeds to the
Company of $122.9 million will be
used to repay a substantial portion
of the S Distribution Notes (as
defined herein) (estimated to have an
aggregate principal amount between
$126.0 million and $136.0 million).
Listing............................................. The Common Stock has been approved
for listing on the New York Stock
Exchange ("NYSE") under the symbol
"GES," subject to official notice of
issuance.
</TABLE>

- ------------------------

(1) Includes 2,842,105 shares of Common Stock to be issued to trusts controlled
by and for the benefit of Maurice Marciano, Paul Marciano and Armand
Marciano and their families, respectively (the "Principal Stockholders"),
as part of the S Corporation Distribution (as defined herein), assuming an
initial public offering price of $19.00 per share. See "Company History,
the Reorganization and Prior S Corporation Status." Excludes approximately
5,000,000 shares of Common Stock reserved for issuance pursuant to awards
under the Company's 1996 Equity Incentive Plan (the "1996 Equity Plan") and
1996 Non-Employee Directors' Stock Option Plan (the "Directors' Plan"),
including options to purchase 1,209,010 shares of Common Stock to be
granted immediately prior to the Offerings with an exercise price per share
equal to the initial public offering price of the Common Stock. See
"Management -- Employment Agreements," "-- 1996 Equity Incentive Plan" and
"-- 1996 Non-Employee Directors' Stock Option Plan."

------------------------------

GUESS-Registered Trademark-, GUESS?-Registered Trademark-, GUESS? AND
TRIANGLE DESIGN-Registered Trademark-, BABY GUESS-TM-, GUESS
KIDS-Registered Trademark-, GUESS WATCHES-TM-, GUESS JEANS-TM-, GUESS U.S.A.-TM-
and GUESS COLLECTION-TM- are included among the Company's trademarks.

5
<PAGE>
SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, ------------------
------------------------------------------------ JULY 2, JUNE 30,
1991 1992 1993 1994 1995 1995 1996
-------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net revenue (1)........................................ $450,531 $512,766 $520,224 $547,812 $486,733 $229,652 $257,406
Earnings from operations............................... 104,469 109,973 114,464 117,807 82,928 42,375 43,905(2)
Earnings before income taxes........................... 102,527 111,224 105,281 101,181 66,814 34,269 36,467
Net earnings........................................... 99,832 108,368 103,471 97,641 63,919 32,994 34,869
SUPPLEMENTAL STATEMENT OF EARNINGS DATA (3):
Earnings before income taxes........................... 102,527 111,224 105,281 101,181 66,814 34,269 36,467(2)
Income taxes........................................... 41,011 44,490 42,112 40,472 26,726 13,708 14,477
-------- -------- -------- -------- -------- -------- --------
Net earnings........................................... $ 61,516 $ 66,734 $ 63,169 $ 60,709 $ 40,088 $ 20,561 $ 21,990
-------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- --------
Net earnings per share (4)............................. $ .97 $ .54
Weighted average common shares outstanding (4)......... 41,201 40,952
</TABLE>

<TABLE>
<S> <C> <C> <C>
PRO FORMA STATEMENT OF EARNINGS DATA (5):
Earnings from operations....................................................................... $ 87,985 $ 45,817 $47,271
Earnings before income taxes................................................................... 72,145 37,912 39,993
Income taxes................................................................................... 28,858 15,165 15,877
-------- -------- --------
Net earnings................................................................................... $ 43,287 $ 22,747 $24,116
-------- -------- --------
-------- -------- --------
Net earnings per share (4)..................................................................... $ 1.05 $ .59
Weighted average common shares outstanding (4)................................................. 41,201 40,952
</TABLE>

<TABLE>
<CAPTION>
AS OF JUNE 30, 1996
-------------------------
AS ADJUSTED
ACTUAL (6)
--------- --------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Working capital.................................................................... $ 84,415 $ 88,115
Total assets....................................................................... 229,735 237,179
Notes payable and long-term debt................................................... 152,768 152,731(7)
Net stockholders' equity........................................................... 6,324 13,805
</TABLE>

- ------------------------
(1) Includes net revenue from (i) sales to discontinued wholesale accounts that
the Company determined did not meet its merchandising standards of $42.3
million, $51.1 million, $32.9 million and $3.8 million for 1992, 1993, 1994
and 1995, respectively, and $3.5 million and $407,000 for the six months
ended July 2, 1995 and June 30, 1996, respectively, and (ii) wholesale sales
of discontinued product lines of $82.6 million, $31.7 million, $5.3 million
and $1.7 million for 1992, 1993, 1994 and 1995, respectively, and $1.5
million and $345,000 for the six months ended July 2, 1995 and June 30,
1996, respectively. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- General."

(2) Includes non-recurring charges related to the write down of operating assets
to be disposed of in contemplation of the Offerings of $3.6 million in the
aggregate (the "Reorganization Charge") relating to (i) disposal of two
currently active remote warehouse and production facilities which are not
expected to be used in the Company's operations after the Offerings,
resulting in a net book loss of $2.4 million, and (ii) the net book loss of
$1.2 million incurred by the Company in connection with the sale of one of
its aircraft to an unaffiliated third party for $6.0 million. On an
after-tax basis, based upon the effective S corporation tax rate or C
corporation tax rate, as the case may be, the effect of the $3.6 million
Reorganization Charge would have been $3.4 million (historical) and $2.2
million (supplemental and pro forma). The effects of the Reorganization
Charge have not been given pro forma effect for any of the periods
presented. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Six Months Ended June 30, 1996 Compared to Six
Months Ended July 2, 1995."

(3) Reflects adjustments for Federal and state income taxes as if the Company
had been taxed as a C corporation rather than an S corporation.

(4) Reflects 32,681,819 shares of Common Stock outstanding prior to the
Offerings and the assumed issuance of 8,519,000 and 8,270,000 shares of
Common Stock at an assumed initial public offering price of $19.00 per share
to generate sufficient cash to pay (i) the S Corporation Distribution (as
defined herein) in an amount equal to retained earnings as of December 31,
1995 and June 30, 1996, respectively, and (ii) the $300,000 to be paid by
the Company to the Marciano Trusts (as defined herein) in connection with
the merger of Marciano International (as defined herein) with and into the
Company.

(5) Pro forma operating results reflect adjustments to historical operating
results for (i) the elimination of salaries and bonuses paid to the
Principal Executive Officers in excess of an aggregate of $4.9 million per
year, or $1.2 million per quarter (the estimated

CONTINUED ON THE FOLLOWING PAGE

6
<PAGE>

CONTINUED FROM PRIOR PAGE

aggregate salaries and bonuses to be paid to the Principal Executive
Officers under their respective employment agreements following the
Offerings), (ii) the decrease in depreciation and operating costs of $2.6
million, $1.3 million and $1.2 million for the year ended December 31, 1995
and the six months ended July 2, 1995 and June 30, 1996, respectively,
associated with an aircraft owned by the Company, which aircraft was sold in
contemplation of the Offerings, (iii) the elimination of the minority
interest in GEBV and Guess Italia through the merger of Marciano
International with and into the Company in connection with the
Reorganization (as defined herein), resulting in the inclusion in net
earnings of $274,000, $201,000 and $160,000 for the year ended December 31,
1995 and the six months ended July 2, 1995 and June 30, 1996, respectively,
which amounts had previously been recorded as minority interest, and (iv)
adjustments for Federal and state income taxes as if the Company had been
taxed as a C corporation rather than an S corporation. See "Company History,
the Reorganization and Prior S Corporation Status" and "Management --
Employment Agreements." For additional pro forma statement of earnings data
for 1993, 1994 and 1995 and for the six months ended July 2, 1995 and June
30, 1996, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

(6) The as adjusted amount reflects (i) the distribution of $122.9 million of S
Distribution Notes and $54.0 million of Common Stock (2,842,105 shares
assuming an initial public offering price of $19.00 per share) to the
Principal Stockholders in respect of the earned and undistributed taxable S
corporation earnings at June 30, 1996 that would have been distributed had
the Company's S corporation status been terminated on June 30, 1996 and (ii)
the sale of shares of Common Stock by the Company hereby at the assumed
initial public offering price of $19.00 per share and the application of the
estimated net proceeds therefrom to repay indebtedness under the S
Distribution Notes. No adjustment has been made to give effect to the
Company's earned and undistributed taxable S corporation earnings for the
period from July 1, 1996 through the S Termination Date (as defined herein),
which will be distributed as part of the S Corporation Distribution in the
form of S Distribution Notes. Between July 1, 1996 and the S Termination
Date, the Company anticipates the increase in the S Distribution Notes to be
between approximately $3.1 million and $13.1 million. See "Use of Proceeds"
and "Company History, the Reorganization and Prior S Corporation Status."

(7) To the extent the net proceeds of the Offerings are insufficient to repay in
full the S Distribution Notes, the Company will incur interest expense on
the remaining balance at 8.0% per annum. Such amount, on an after tax basis,
would be $48,000 per $1.0 million of S Distribution Notes outstanding,
assuming such amounts are outstanding for an entire year. It is currently
anticipated that the S Distribution Notes will mature on January 1, 1997.

7
<PAGE>
RISK FACTORS

PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY SHOULD CONSIDER
CAREFULLY THE FACTORS SET FORTH BELOW, AS WELL AS OTHER INFORMATION SET FORTH IN
THIS PROSPECTUS, IN EVALUATING AN INVESTMENT IN THE COMMON STOCK. THIS
PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS AND THE TIMING OF CERTAIN EVENTS
COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED BY SUCH FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS DISCUSSED IN THIS PROSPECTUS,
INCLUDING THE FACTORS SET FORTH BELOW AND IN "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND "BUSINESS," AS
WELL AS THOSE DISCUSSED ELSEWHERE IN THIS PROSPECTUS.

COMPETITION AND OTHER FACTORS AFFECTING THE APPAREL AND RETAILING INDUSTRIES

The apparel industry is highly competitive, fragmented and subject to
rapidly changing consumer demands and preferences. The Company believes that its
success depends in large part upon its ability to anticipate, gauge and respond
to changing consumer demands and fashion trends in a timely manner and upon the
continued appeal to consumers of the Guess image. Failure by the Company to
identify and respond appropriately to changing consumer demands and fashion
trends could adversely affect consumer acceptance of Guess products and may have
a material adverse effect on the Company's financial condition and results of
operations. Guess competes with numerous apparel manufacturers and distributors
(including Calvin Klein, Ralph Lauren, DKNY, Tommy Hilfiger and Nautica).
Moreover, several well-known designers have recently entered or re-entered the
designer denim market with products generally priced lower than the Company's
designer jeans products. Guess's retail and factory outlet stores face
competition from other retailers. Additionally, the Company encounters
substantial competition from department stores, including some of the Company's
major retail customers. Many of the Company's competitors have greater financial
resources than Guess. The Company's licensed apparel and accessories also
compete with a substantial number of designer and non-designer lines. Although
the level and nature of competition differ among its product categories, Guess
believes that it competes primarily on the basis of its brand image, quality of
design and workmanship and product assortment. Increased competition by existing
and future competitors could result in reductions in sales or prices of Guess
products that could have a material adverse effect on the Company's financial
condition and results of operations. In addition, the apparel industry
historically has been subject to substantial cyclical variations, and a
recession in the general economy or uncertainties regarding future economic
prospects that affect consumer spending habits could have a material adverse
effect on the Company's financial condition and results of operations.

DEPENDENCE UPON CERTAIN CUSTOMERS AND LICENSEES

The Company's department store customers include major United States
retailers. The Company's three largest customers accounted for approximately
26.0% of net revenue in 1995. During 1995, Bloomingdale's, Macy's and affiliated
stores owned by Federated Department Stores together accounted for approximately
11.0% of the Company's net revenue; The May Company accounted for approximately
7.7% of the Company's net revenue; and Dillard's stores accounted for
approximately 7.3% of the Company's net revenue. Although several of the
Company's department store customers are under common ownership, no other single
customer or group of related customers accounted for more than 3.0% of the
Company's net revenue in this period. While the Company believes that purchasing
decisions in many cases are made independently by each department store chain
under common ownership, the trend may be toward more centralized purchasing
decisions. A decision by the controlling owner of a group of department stores
or any other significant customer to decrease the amount purchased from the
Company or to cease carrying Guess products could have a material adverse effect
on the Company's financial condition and results of operations. The retail
industry has periodically experienced consolidation and other ownership changes.
In the future, the Company's wholesale customers may consolidate, undergo
restructurings or reorganizations, or realign these affiliations, any of which
could decrease the number of stores that carry the Company's or its licensees'
products or increase the ownership concentration within the retail industry.
Approximately 48.1% of the Company's net royalties was derived from its top four
licensed product lines, GUESS WATCHES (18.9% of 1995 net royalties), BABY GUESS
(12.3%), GUESS KIDS (9.2%) and GUESS EYEWEAR (7.7%). The BABY GUESS and GUESS
KIDS lines are licensed to the same entity. A substantial portion of sales of
GUESS brand products by its licensees are also made to the Company's three
largest customers. The inability of the Company to control

8
<PAGE>
the quality, focus, image or distribution of its licensed products could impact
consumer receptivity to the Company's products generally and, therefore,
adversely affect the Company's financial condition and results of operations.

RISKS ASSOCIATED WITH ACHIEVING AND MANAGING GROWTH

To manage growth effectively, Guess will be required to continue to
implement changes in certain aspects of its business, continue to expand its
information systems and operations to respond to increased demand, attract and
retain qualified personnel (including management), and develop, train and manage
an increasing number of management-level and other employees. Failure to
continue to enhance operating control systems or unexpected difficulties
encountered during expansion could adversely affect the Company's financial
condition and results of operations.

As part of its operating strategy, Guess intends to continue to expand its
network of retail stores. Factors beyond the Company's control may affect the
Company's ability to expand, including general economic and business conditions
affecting consumer spending. The actual number and type of such stores to be
opened and their success will depend on various factors, including the
performance of the Company's wholesale and retail operations, the acceptance by
consumers of the Company's retail concepts, the ability of the Company to manage
such expansion and hire and train personnel, the availability of desirable
locations and the negotiation of acceptable lease terms for new locations.
Certain of these factors are also beyond the Company's control.

In addition, Guess's strategy relies heavily upon its ability to align
itself with effective distributors and licensees that are able to deliver
high-quality products consistent with the GUESS brand image in a timely fashion
and to successfully integrate such distributors and licensees into its global
distribution channels. A general failure by the Company to maintain and control
its existing distribution and licensing arrangements or to procure additional
distribution and licensing relationships could adversely affect the Company's
growth strategy, which could adversely affect the Company's financial condition
and results of operations.

The Company's strategic plan for its wholesale division depends in part on
its ability to expand its sales to international distributors, deepen its
product offerings and expand and upgrade its shop-in-shop program. This strategy
is subject to a number of factors beyond the Company's control including general
economic conditions and changing consumer preferences. Between 1992 and 1995,
net revenue from wholesale operations decreased 32%. There can be no assurance
that the Company's business strategy will be successful in halting or reversing
this decline in net revenue.

DEPENDENCE UPON KEY PERSONNEL

The success of Guess is largely dependent upon the personal efforts and
abilities of its senior management, particularly Mr. Maurice Marciano, Chairman
of the Board and Chief Executive Officer, Mr. Paul Marciano, President and Chief
Operating Officer, and Mr. Armand Marciano, Senior Executive Vice President and
Secretary. Effective upon consummation of the Offerings, Maurice, Paul and
Armand Marciano will continue to beneficially own an aggregate of 83.5% of the
Company's outstanding Common Stock and each will enter into employment
agreements with the Company. Although the Company has recently recruited several
key executives with substantial industry expertise, the extended loss of the
services of one or more of the Principal Executive Officers could have a
material adverse effect on the Company's operations. The Company does not
currently have "key man" insurance with respect to any of such individuals. See
"Management -- Employment Agreements."

FOREIGN OPERATIONS AND SOURCING; IMPORT RESTRICTIONS

During 1995, approximately 18% of the Company's purchases of raw materials,
labor and finished goods for its apparel were made in Hong Kong and other Asian
countries; approximately 4% were made in Europe; approximately 1% were made
elsewhere outside the United States; and the balance of 77% were made in the
United States, all through arrangements with independent contractors. In recent
years, Guess has been increasing its sourcing of fabrics outside of the United
States. In addition, Guess has been increasing its international sales and, in
1995, approximately 5.0% and 1.9% of the Company's net revenue was from product
sales to customers in international markets and from net royalties paid by
international

9
<PAGE>
licensees, respectively. As a result, the Company's operations may be affected
adversely by political instability resulting in the disruption of trade with the
countries in which the Company's contractors, suppliers or customers are
located, the imposition of additional regulations relating to imports, the
imposition of additional duties, taxes and other charges on imports, significant
fluctuations in the value of the dollar against foreign currencies or
restrictions on the transfer of funds. The inability of a contractor to ship
orders in a timely manner could cause the Company to miss the delivery date
requirements of its customers for those items, which could result in
cancellation of orders, refusal to accept deliveries or a reduction in sales
prices. Further, since Guess is unable to return merchandise to its suppliers,
it could be faced with a significant amount of unsold merchandise, which could
have a material adverse effect on the Company's financial condition and results
of operations.

Sovereignty over Hong Kong is scheduled to be transferred from the United
Kingdom to The People's Republic of China effective July 1, 1997. If the
business climate in Hong Kong were to experience an adverse change as a result
of the transfer, the Company believes it could relocate its production and
sourcing facilities outside Hong Kong and replace the merchandise currently
produced in Hong Kong with merchandise produced elsewhere without a material
adverse effect on the Company's financial condition or results of operations.
Nevertheless, there can be no assurance that the Company would be able to do so.

The Company's import operations are subject to constraints imposed by
bilateral textile agreements between the United States and a number of foreign
countries, including Hong Kong, China, Taiwan and South Korea. These agreements,
which have been negotiated bilaterally either under the framework established by
the Arrangement Regarding International Trade in Textiles, known as the
Multifiber Agreement, or other applicable statutes, impose quotas on the amounts
and types of merchandise which may be imported into the United States from these
countries. These agreements also allow the United States to impose restraints at
any time and on very short notice on the importation of categories of
merchandise that, under the terms of the agreements, are not currently subject
to specified limits. Imported products are also subject to United States customs
duties which comprise a material portion of the cost of the merchandise. A
substantial increase in customs duties could have an adverse effect on the
Company's financial condition or results of operations. The United States and
the countries in which the Company's products are produced or sold may, from
time to time, impose new quotas, duties, tariffs or other restrictions, or
adversely adjust prevailing quota, duty or tariff levels, any of which could
have a material adverse effect on the Company's financial condition or results
of operations.

DEPENDENCE ON UNAFFILIATED MANUFACTURERS

The Company does not own or operate any manufacturing facilities other than
cutting, silk-screen and embroidery machinery, and is therefore dependent upon
independent contractors for the manufacture of its products. The Company's
products are manufactured to its specifications by both domestic and
international manufacturers. The inability of a manufacturer to ship the
Company's products in a timely manner or to meet the Company's quality standards
could adversely affect the Company's ability to deliver products to its
customers in a timely manner. Delays in delivery could result in missing certain
retailing seasons with respect to some or all of the Company's products or could
otherwise have an adverse effect on the Company's financial condition and
results of operations. The Company does not have long-term contracts with any
manufacturers.

The Company conducts a program to monitor the labor practices of its
independent contractors; however, the Company does not control such contractors
or their labor practices. This program was implemented in 1992 pursuant to an
agreement with the federal Department of Labor (the "DOL") in response to
concerns regarding minimum wage and overtime payments by certain of the
Company's contractors. In connection with such agreement, the Company paid
approximately $573,000 to the DOL in settlement of a minimum wage and overtime
claim on behalf of the workers of one of the Company's contractors. The
California Labor Commissioner (the "CLC") and the DOL regularly investigate the
labor practices of apparel manufacturers. Recently, the Company has become aware
of a CLC investigation of a number of clothing contractors located in
California, some of whom may be producing goods for the Company. Although the
Company has not received a report from the CLC identifying any of the Company's

10
<PAGE>

contractors involved in such investigation, the Company believes that several of
the approximately seventy contractors used by the Company are subjects in such
investigation. If it is determined that one or more of the Company's contractors
has engaged in labor practices that violate the Company's policies, the Company
would expect to terminate its relationship with such contractors under
appropriate circumstances. No assurance can be given that any terminations
resulting from investigations of this type would not adversely affect the
Company's ability to deliver products to its customers in a timely manner. Over
the past three years, the Company has terminated contractors due to violations
of the Company's policies. Violations of state or federal labor standards by
contractors engaged by the Company can result in the Company becoming subject to
monetary and/or injunctive sanctions.

PROTECTION OF TRADEMARKS

Guess believes that its trademarks and other proprietary rights are
important to its success and its competitive position. Accordingly, Guess
devotes substantial resources to the establishment and protection of its
trademarks on a worldwide basis. Nevertheless, there can be no assurance that
the actions taken by the Company to establish and protect its trademarks and
other proprietary rights will be adequate to prevent imitation of its products
by others or to prevent others from seeking to block sales of Guess products as
violative of the trademarks and proprietary rights of others. No assurance can
be given that others will not assert rights in, or ownership of, trademarks and
other proprietary rights of Guess. In addition, the laws of certain foreign
countries do not protect proprietary rights to the same extent as do the laws of
the United States. See "Business -- Trademarks."

FUTURE SALES BY PRINCIPAL STOCKHOLDERS; SHARES ELIGIBLE FOR FUTURE SALE

The Common Stock offered hereby will be freely tradeable (other than by an
"affiliate" of the Company as such term is defined in the Securities Act of
1933, as amended (the "Securities Act")) without restriction or registration
under the Securities Act. Immediately after the Offerings, Maurice Marciano,
Paul Marciano and Armand Marciano will beneficially own approximately 38.4%,
31.2% and 13.9%, respectively, of the outstanding Common Stock. Subject to the
restrictions set forth below, the Principal Stockholders will be free to sell
such shares from time to time to take advantage of favorable market conditions
or for any other reason. Future sales of shares of Common Stock by the Company
and its stockholders could adversely affect the prevailing market price of the
Common Stock. Guess and the Principal Stockholders have entered into lock-up
agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch") and Morgan Stanley & Co. Incorporated, as representatives of the U.S.
Underwriters (the "U.S. Representatives"), and with Merrill Lynch International
and Morgan Stanley & Co. International Limited, as representatives of the
International Managers (the "International Representatives" and, together with
the U.S. Representatives, the "Representatives"), pursuant to which the Company
and the Principal Stockholders have agreed, subject to certain exceptions, not
to, directly or indirectly, (i) sell, grant any option to purchase or otherwise
transfer or dispose of any Common Stock or securities convertible into or
exchangeable or exercisable for Common Stock or file a registration statement
under the Securities Act with respect to the foregoing or (ii) enter into any
swap or other agreement or transaction that transfers, in whole or in part, the
economic consequence of ownership of the Common Stock, without the prior written
consent of Merrill Lynch, for a period of 180 days after the date of this
Prospectus. After such time, approximately 35,523,924 shares of Common Stock
will be eligible for sale pursuant to Rule 144 promulgated under the Securities
Act. In addition, the Principal Stockholders have rights to demand or
participate in future registrations of shares of Common Stock under the
Securities Act. Sales of substantial amounts of Common Stock in the public
market, or the perception that such sales may occur, could have a material
adverse effect on the market price of the Common Stock. See "Shares Eligible for
Future Sale" and "Underwriting."

CONTROL BY PRINCIPAL STOCKHOLDERS

Following the consummation of the Offerings, the Principal Stockholders will
have majority control of the Company and the ability to control the election of
directors and the results of other matters submitted to a vote of stockholders.
Such concentration of ownership, together with the anti-takeover effects of
certain provisions in the Delaware General Corporation Law and in the Company's
Certificate of Incorporation and

11
<PAGE>
Bylaws, may have the effect of delaying or preventing a change in control of the
Company. See "Description of Capital Stock." The Board of Directors of the
Company is expected to be comprised entirely of designees of the Principal
Stockholders. See "Management" and "Principal Stockholders."

ABSENCE OF PUBLIC MARKET AND POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offerings, there has been no public market for the Common
Stock, and there can be no assurance that an active trading market will develop
or be sustained. The initial public offering price of the Common Stock offered
hereby will be determined through negotiations among the Company, the Principal
Stockholders and the Representatives and may bear no relationship to the market
price for the Common Stock after the Offerings. Subsequent to the Offerings,
prices for the Common Stock will be determined by the market and may be
influenced by a number of factors, including depth and liquidity of the market
for the Common Stock, investor perceptions of the Company, changes in conditions
or trends in the Company's industry or in the industry of the Company's
significant customers, publicly traded comparable companies and general economic
and other conditions. See "Underwriting."

DILUTION

The initial public offering price is expected to be substantially higher
than the book value per share of Common Stock. Investors purchasing shares of
Common Stock in the Offerings will therefore incur immediate and substantial
dilution of $18.71 per share, based upon the mid-point of the filing range set
forth on the cover page of this Prospectus. See "Dilution."

FORWARD-LOOKING STATEMENTS

When used in this Prospectus and the documents incorporated herein by
reference, the words "believes," "anticipates," "expects" and similar
expressions are intended to identify in certain circumstances, forward-looking
statements. Such statements are subject to a number of risks and uncertainties
that could cause actual results to differ materially from those projected,
including the risks described in this "Risk Factors" section. Given these
uncertainties, prospective investors are cautioned not to place undue reliance
on such statements. The Company also undertakes no obligation to update these
forward-looking statements.

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<PAGE>
COMPANY HISTORY, THE REORGANIZATION AND PRIOR S CORPORATION STATUS

Maurice, Paul and Armand Marciano, together with their brother Georges,
began in the apparel business in France in 1972 and opened their first retail
apparel stores in the United States in 1978 in California. The business of GUESS
was founded in 1981 by the Marciano brothers. The Company was founded on the
concept of a fashion jean with the first GUESS product being the "three-zip
Marilyn" jean, which was stone-washed and adapted to fit the contours of a
woman's body. Since that time, the Company's product offerings have grown to
include full lines of men's and women's casual apparel.

Guess ?, Inc. is a Delaware corporation organized in 1993 to succeed to the
business of Guess ?, Inc., a California corporation ("Guess California"), that
commenced operations in 1981. Guess California was the entity through which
Maurice, Paul, Armand and Georges Marciano conducted the Guess business until
August 1993. At that time, Guess California was merged into Guess ?, Inc., and
the Company and a trust for the benefit of Paul Marciano repurchased the shares
of Common Stock owned by Georges Marciano, who simultaneously resigned as
Chairman and Chief Executive Officer of the Company and from its Board of
Directors. Since the inception of Guess California, Georges Marciano, together
with Maurice Marciano, had been primarily responsible for the creation of Guess
California's product. Georges Marciano was primarily responsible for design
while Maurice Marciano was responsible for product development. After the
resignation of Georges Marciano, Maurice Marciano became responsible for all
aspects of design along with his prior responsibilities for the development of
the Company's strategic focus and expansion of its business and was named
Chairman and Chief Executive Officer. See "Management."

The purchase price for the shares of Common Stock repurchased by the Company
was approximately $203.5 million. The Company financed such purchase with the
proceeds from an offering of $130.0 million principal amount of 9 1/2% Senior
Subordinated Notes due 2003 (the "Senior Subordinated Notes") and an $80.0
million short term loan (the "Bridge Loan"). The Bridge Loan was repaid in full
in December 1993. As of the date hereof, $105.0 million principal amount of the
Senior Subordinated Notes remains outstanding.

Since 1983, Guess has elected to be treated for Federal and certain state
income tax purposes as an S corporation under Subchapter S of the Internal
Revenue Code of 1986, as amended (the "Code"), and comparable state laws. As a
result, the earnings of the Company (including its predecessor) for such years
have been included in the taxable income of the Company's stockholders for
Federal and certain state income tax purposes, and the Company has generally not
been subject to income tax on such earnings, other than California and other
state franchise taxes. Prior to the consummation of the transactions related to
the Offerings (the "Closing Date"), the Company's S corporation status will be
terminated (the "S Termination Date"). Prior to the S Termination Date, the
Company will declare a distribution to its stockholders that will include all of
its previously earned and undistributed S corporation earnings through the S
Termination Date (the "S Corporation Distribution"). Guess estimates that the
Company's undistributed taxable S corporation earnings will be between $180.0
million and $190.0 million as of the Closing Date, including a gain for income
tax purposes recognized in connection with the sale of one of the Company's
aircraft. The S Corporation Distribution will occur prior to the S Termination
Date and will be comprised of $54.0 million of Common Stock (the "S Distribution
Shares") valued at the initial public offering price (2,842,105 shares assuming
an initial public offering price of $19.00 per share), with the balance
(approximately $126.0 million to $136.0 million) being distributed in the form
of promissory notes bearing interest at 8% per annum (the "S Distribution
Notes"). The Principal Stockholders have elected to receive disproportionate
shares of the aggregate amount of S Distribution Shares and S Distribution Notes
to be distributed. See "Principal Stockholders." On and after the S Termination
Date, the Company will no longer be treated as an S corporation and,
accordingly, will be fully subject to Federal and state income taxes. See
"Capitalization" and note 7 to the Company's consolidated financial statements.

The Company's current primary subsidiaries include GEBV and Guess Italia.
Marciano International, Inc., a Delaware corporation owned by certain of the
Principal Stockholders ("Marciano International"), currently holds minority
interests in GEBV and Guess Italia. Ranche is currently a wholly-owned
subsidiary of GEBV.

13
<PAGE>

Prior to the consummation of the Offerings, (i) Marciano International will
be merged with and into Guess, (ii) all of the capital stock of Guess Italia
will be contributed to GEBV, (iii) the Company will effect a 32.66 for 1 split
of the Common Stock and (iv) the S Corporation Distribution will be effected,
whereby the Company will distribute to the Principal Stockholders the S
Distribution Shares and the S Distribution Notes. The Company will pay trusts
for the respective benefit of Maurice Marciano, Paul Marciano and Armand
Marciano (the "Marciano Trusts") an aggregate of $300,000 in connection with the
merger of Marciano International with and into the Company. Such $300,000
payment is in addition to and not included in the S Corporation Distribution.
All of such transactions (together with the termination of the Company's S
corporation status described above) are referred to herein as the
"Reorganization."

The Company's principal executive offices are located at 1444 South Alameda
Street, Los Angeles, California 90021 and its telephone number is (213)
765-3100.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common Stock
offered by the Company hereby are estimated to be approximately $122.9 million,
based on an assumed initial public offering price of $19.00 per share. The
Company intends to immediately use such net proceeds to repay a substantial
portion of the S Distribution Notes (estimated to have an aggregate principal
amount between $126.0 million and $136.0 million). The S Distribution Notes will
bear interest at 8% per annum and will mature on January 1, 1997. Pending
repayment of the S Distribution Notes, the Company will invest the net proceeds
in short-term, interest bearing instruments or other investment grade
securities. See "Company History, the Reorganization and Prior S Corporation
Status" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."

DIVIDEND POLICY

The Company anticipates that, after payment of the S Corporation
Distribution to the Principal Stockholders in connection with the termination of
the S corporation status of the Company (including repayment of the S
Distribution Notes), all earnings will be retained for the foreseeable future
for use in the operations of the business. Purchasers of shares of Common Stock
in the Offerings will not receive any portion of the S Corporation Distribution.
Any future determination as to the payment of dividends will be at the
discretion of the Company's Board of Directors and will depend upon the
Company's results of operations, financial condition, contractual restrictions
and other factors deemed relevant by the Board of Directors. The agreement
governing the Company's revolving credit facility (the "Credit Agreement") and
the indenture pursuant to which the Senior Subordinated Notes were issued (the
"Indenture") restrict the payment of dividends by the Company. For certain
information regarding distributions made by the Company in 1993, 1994, 1995 and
the six months ended June 30, 1996, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

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<PAGE>
CAPITALIZATION

The following table sets forth the short-term debt and capitalization of the
Company as of June 30, 1996 and as adjusted as of that date to give effect to
(i) the S Corporation Distribution as if the Company's S corporation status had
terminated on such date and (ii) an estimated $7.4 million of net deferred tax
assets that would have been recorded had the Company's S corporation status been
terminated on June 30, 1996, and as further adjusted to reflect the sale of
shares of Common Stock by the Company in the Offerings and the application of
the estimated net proceeds therefrom to repay indebtedness under the S
Distribution Notes. The information below should be read in conjunction with the
Company's consolidated financial statements and the related notes thereto which
are included elsewhere in this Prospectus. See "Use of Proceeds."

<TABLE>
<CAPTION>
AS OF JUNE 30, 1996
-------------------------------------
AS FURTHER
ACTUAL AS ADJUSTED ADJUSTED
----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Short-term debt:
Current installments of long-term debt............................ $ 983 $ 983 $ 983
Short-term notes payable.......................................... 3,073 125,973(1) 3,035(4)
----------- ----------- -----------
Total short-term debt........................................... $ 4,056 $ 126,956 $ 4,019
----------- ----------- -----------
----------- ----------- -----------
Long-term debt:
Long-term debt, net of current installments....................... $ 43,712 $ 43,712 $ 43,712
9 1/2% Senior Subordinated Notes due 2003......................... 105,000 105,000 105,000
----------- ----------- -----------
Total long-term debt............................................ 148,712 148,712 148,712
Stockholders' equity:
Preferred Stock, par value $.01 per share; 10,000,000 shares
authorized, no shares issued and outstanding..................... -- -- --
Common Stock, par value $.01 per share; 150,000,000 shares
authorized, 52,712,611 shares issued, 32,681,819 shares
outstanding actual, 35,523,924 shares outstanding as adjusted,
42,523,924 shares outstanding as further adjusted, 20,030,792
shares held in treasury (2)...................................... 35 63(1) 133
Paid-in capital................................................... 181 34,089( (3) 156,956(3)
Retained earnings (4)............................................. 156,836 7,444 7,444
Foreign currency translation adjustment........................... 48 48 48
Treasury stock, 20,030,792 shares repurchased (5)................. (150,776) (150,776) (150,776)
----------- ----------- -----------
Net stockholders' equity (deficiency)........................... 6,324 (109,132)(6) 13,805
----------- ----------- -----------
Total capitalization............................................ $ 155,036 $ 39,580 $ 162,517
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

- ------------------------------

(1) The as adjusted amount reflects the distribution of $122.9 million of S
Distribution Notes and $54.0 million of Common Stock (2,842,105 shares
assuming an initial public offering price of $19.00 per share) to the
Principal Stockholders in respect of the earned and undistributed taxable S
corporation earnings at June 30, 1996 that would have been distributed had
the Company's S corporation status been terminated on June 30, 1996.

(2) As adjusted and as further adjusted amounts include 2,842,105 shares of
Common Stock to be issued to the Principal Stockholders as part of the S
Corporation Distribution, assuming an initial public offering price of
$19.00 per share. See "Company History, the Reorganization and Prior S
Corporation Status." Excludes approximately 5,000,000 shares of Common Stock
reserved for issuance pursuant to awards under the 1996 Equity Plan and the
Directors' Plan, including options to purchase 1,209,010 shares of Common
Stock to be granted immediately prior to the Offerings with an exercise
price per share equal to the initial public offering price of Common Stock.
See "Management -- Employment Agreements," "-- 1996 Equity Incentive Plan"
and "-- 1996 Non-Employee Directors' Stock Option Plan."

(3) Reflects a reduction of $20.1 million of paid-in capital for that portion of
the S Corporation Distribution which is in excess of financial statement
retained earnings. The S Corporation Distribution exceeds financial
statement retained earnings because of differences in the basis of certain
assets and liabilities between the financial reporting and income tax
presentation.

(4) No adjustment has been made to give effect to the Company's earned and
undistributed taxable S corporation earnings for the period from July 1,
1996 through the S Termination Date, which will be distributed as part of
the S Corporation Distribution in the form of S Distribution Notes. Between
July 1, 1996 and the S Termination Date, the Company anticipates the
increase in the S Distribution Notes to be between approximately $3.1
million and $13.1 million. See "Use of Proceeds" and "Company History, the
Reorganization and Prior S Corporation Status."

(5) Represents the cost in excess of the allocable portion of retained earnings
associated with the repurchase of Common Stock from a former principal
stockholder of the Company. See note 7 to the Company's consolidated
financial statements.

(6) Does not reflect the $300,000 to be paid by the Company to the Marciano
Trusts in connection with the merger of Marciano International with and into
the Company.

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<PAGE>
DILUTION

The net tangible book value of the Company at June 30, 1996 was
approximately $5.3 million, or $.16 per share of Common Stock. After giving
effect to the Reorganization and the S Corporation Distribution as if it had
been made as of June 30, 1996 and the Company's S corporation status had
terminated at such date, the pro forma net tangible book value of the Company at
June 30, 1996 would have been approximately $(110.5) million, or $(3.11) per
share of Common Stock. After giving effect to the sale by the Company of shares
of Common Stock in the Offerings and the application of the estimated net
proceeds therefrom to repay indebtedness under the S Distribution Notes, the pro
forma net tangible book value of the Company as adjusted at June 30, 1996 would
have been approximately $12.5 million, or $.29 per share. See "Company History,
the Reorganization and Prior S Corporation Status" and "Use of Proceeds." This
represents an immediate increase in net tangible book value of $3.40 per share
to the Principal Stockholders and an immediate net tangible book value dilution
of $18.71 per share to investors purchasing shares in the Offerings. The
following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share (1)................. $ 19.00

Net tangible book value at June 30, 1996........................ $ .16

Increase attributable to the establishment of deferred tax
assets......................................................... .23

Decrease attributable to S Corporation Distribution and
Reorganization (3)............................................. (3.50)
---------

Adjusted net tangible book value per share before the
Offerings...................................................... (3.11)

Increase attributable to new investors in the Offerings......... 3.40
---------
Net tangible book value, as further adjusted, per share after the
Offerings (3)...................................................... .29
---------
Dilution per share to new investors................................. $ 18.71
---------
---------
</TABLE>

- ------------------------------

(1) Before deducting estimated underwriting discounts and commissions and
estimated expenses of the Offerings payable by the Company.

(2) Reflects the $300,000 to be paid by the Company to the Marciano Trusts in
connection with the merger of Marciano International with and into the
Company.

(3) Includes 2,842,105 shares of Common Stock to be issued to the Principal
Stockholders as part of the S Corporation Distribution based upon an assumed
price of $19.00 per share, the assumed initial public offering price. See
"Company History, the Reorganization and Prior S Corporation Status."
Excludes approximately 5,000,000 shares of Common Stock reserved for
issuance pursuant to awards under the 1996 Equity Plan and the Directors'
Plan, including options to purchase 1,209,010 shares of Common Stock to be
granted immediately prior to the Offerings with an exercise price per share
equal to the initial public offering price of the Common Stock. See
"Management -- Employment Agreements," "-- 1996 Equity Incentive Plan" and
"-- 1996 Non-Employee Directors' Stock Option Plan."

16
<PAGE>
SELECTED FINANCIAL DATA

The selected financial data set forth below have been derived from the
consolidated financial statements of the Company and the related notes thereto.
The statement of earnings data for the years ended December 31, 1993, 1994 and
1995 and the balance sheet data as of December 31, 1994 and 1995 are derived
from the consolidated financial statements of the Company, which have been
audited by KPMG Peat Marwick LLP, independent auditors and which are contained
elsewhere in this Prospectus. The statement of earnings data for the years ended
December 31, 1991 and 1992 and the balance sheet data as of December 31, 1991,
1992 and 1993 are derived from the consolidated financial statements of the
Company, which have been audited but are not contained herein. Financial data as
of June 30, 1996, and for the six month periods ended July 2, 1995 and June 30,
1996, are unaudited but, in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of such data. The results of operations for the six months ended
June 30, 1996 are not necessarily indicative of the results to be expected for
the entire year. The following selected financial data should be read in
conjunction with the Company's consolidated financial statements and the related
notes thereto and "Management's Discussion and Analysis of Financial Condition
and Results of Operations," which are included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, ----------------------
----------------------------------------------------- JULY 2, JUNE 30,
1991 1992 1993 1994 1995 1995 1996
--------- --------- --------- --------- --------- --------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net revenue:
Product sales (1)......................... $ 436,398 $ 491,978 $ 491,444 $ 507,462 $ 440,359 $ 206,579 $ 232,111
Net royalties............................. 14,133 20,788 28,780 40,350 46,374 23,073 25,295
--------- --------- --------- --------- --------- --------- -----------
Total net revenue....................... 450,531 512,766 520,224 547,812 486,733 229,652 257,406
Cost of sales............................... 226,238 274,920 260,409 291,989 262,142 120,809 137,113
--------- --------- --------- --------- --------- --------- -----------
Gross profit................................ 224,293 237,846 259,815 255,823 224,591 108,843 120,293
Selling, general and administrative
expenses................................... 119,824 127,873 145,351 138,016 141,663 66,468 72,829
Reorganization charge (2)................... -- -- -- -- -- -- 3,559
--------- --------- --------- --------- --------- --------- -----------
Earnings from operations.................. 104,469 109,973 114,464 117,807 82,928 42,375 43,905
Interest, net............................... (2,108) (1,162) (11,735) (16,948) (15,957) (7,926) (7,291)
Non-operating income (expense).............. 166 2,413 2,552 322 (157) (180) (147)
--------- --------- --------- --------- --------- --------- -----------
Earnings before income taxes.............. 102,527 111,224 105,281 101,181 66,814 34,269 36,467
Income taxes................................ 2,695 2,856 1,810 3,540 2,895 1,275 1,598
--------- --------- --------- --------- --------- --------- -----------
Net earnings.............................. $ 99,832 $ 108,368 $ 103,471 $ 97,641 $ 63,919 $ 32,994 $ 34,869
--------- --------- --------- --------- --------- --------- -----------
--------- --------- --------- --------- --------- --------- -----------
SUPPLEMENTAL STATEMENT OF EARNINGS DATA (3):
Earnings before income taxes................ $ 102,527 $ 111,224 $ 105,281 $ 101,181 $ 66,814 $ 34,269 $ 36,467
Income taxes................................ 41,011 44,490 42,112 40,472 26,726 13,708 14,477
--------- --------- --------- --------- --------- --------- -----------
Net earnings................................ $ 61,516 $ 66,734 $ 63,169 $ 60,709 $ 40,088 $ 20,561 $ 21,990
--------- --------- --------- --------- --------- --------- -----------
--------- --------- --------- --------- --------- --------- -----------
Net earnings per share (4).................. $ .97 $ .54
Weighted average common shares outstanding
(4)........................................ 41,201 40,952
</TABLE>

<TABLE>
<CAPTION>
AS OF JUNE 30, 1996
AS OF DECEMBER 31, -----------------------
---------------------------------------------------------- AS
1991 1992 1993 1994 1995 ACTUAL ADJUSTED (5)
---------- ---------- ---------- ---------- ---------- ---------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital........................ $ 91,635 $ 114,732 $ 74,094 $ 83,127 $ 57,572 $ 84,415 $ 88,115
Total assets........................... 214,346 226,824 181,017 207,696 202,635 229,735 237,179
Notes payable and long-term debt....... 21,461 8,548 189,414 156,495 123,335 152,768 152,731(6)
Net stockholders' equity
(deficiency).......................... 149,022 167,390 (50,284) 373 10,997 6,324 13,805
</TABLE>

(FOOTNOTES ON THE FOLLOWING PAGE)

17
<PAGE>
(CONTINUED FROM PRIOR PAGE)
(1) Includes net revenue from (i) sales to discontinued wholesale accounts that
the Company determined did not meet its merchandising standards of $42.3
million, $51.1 million, $32.9 million and $3.8 million for 1992, 1993, 1994
and 1995, respectively, and $3.5 million and $407,000 for the six months
ended July 2, 1995 and June 30, 1996, respectively, and (ii) wholesale sales
of discontinued product lines of $82.6 million, $31.7 million, $5.3 million
and $1.7 million for 1992, 1993, 1994 and 1995, respectively, and $1.5
million and $345,000 for the six months ended July 2, 1995 and June 30,
1996, respectively. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- General."

(2) In contemplation of the Offerings, the Company recorded the Reorganization
Charge for certain non-recurring charges related to the write down of
operating assets to be disposed of in the six months ended June 30, 1996
aggregating $3.6 million relating to (i) disposal of two currently active
remote warehouse and production facilities which are not expected to be used
in the Company's operations after the Offerings, resulting in a net book
loss of $2.4 million, and (ii) the net book loss of $1.2 million incurred by
the Company in connection with the sale of one of its aircraft to an
unaffiliated third party for $6.0 million. On an after-tax basis, based upon
the effective S corporation tax rate or C corporation tax rate as the case
may be, the effect of the $3.6 million Reorganization Charge would have been
$3.4 million (historical) and $2.2 million (supplemental and pro forma). The
effects of the Reorganization Charge have not been given pro forma effect
for any of the periods presented. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Six Months Ended June
30, 1996 Compared to Six Months Ended July 2, 1995."

(3) Reflects adjustments for Federal and state income taxes as if the Company
had been taxed as a C corporation rather than an S corporation.

(4) Reflects 32,681,819 shares of Common Stock outstanding prior to the
Offerings and the assumed issuance of 8,519,000 and 8,270,000 shares of
Common Stock at an assumed initial public offering price of $19.00 per share
to generate sufficient cash to pay (i) the S Corporation Distribution in an
amount equal to retained earnings as of December 31, 1995 and June 30, 1996,
respectively, and (ii) the $300,000 to be paid by the Company to the
Marciano Trusts in connection with the merger of Marciano International with
and into the Company.

(5) The as adjusted amount reflects (i) the distribution of $122.9 million of S
Distribution Notes and $54.0 million of Common Stock (2,842,105 shares
assuming an initial public offering price of $19.00 per share) to the
Principal Stockholders in respect of the earned and undistributed taxable S
corporation earnings at June 30, 1996 that would have been distributed had
the Company's S corporation status been terminated on June 30, 1996 and (ii)
the sale of shares of Common Stock by the Company hereby at the assumed
initial public offering price of $19.00 per share and the application of the
estimated net proceeds therefrom to repay the S Distribution Notes. No
adjustment has been made to give effect to the Company's earned and
undistributed taxable S corporation earnings for the period from July 1,
1996 through the S Termination Date, which will be distributed as part of
the S Corporation Distribution in the form of S Distribution Notes. Between
July 1, 1996 and the S Termination Date, the Company anticipates the
increase in the S Distribution Notes to be between approximately $3.1
million and $13.1 million. See "Use of Proceeds" and "Company History, the
Reorganization and Prior S Corporation Status."

(6) To the extent the net proceeds of the Offerings are insufficent to repay in
full the S Distribution Notes, the Company will incur interest expense on
the remaining balance at 8.0% per annum. Such amount, on an after tax basis,
would be $48,000 per $1.0 million of S Distribution Notes outstanding,
assuming such amounts are outstanding for an entire year. It is currently
anticipated that the S Distribution Notes will mature on January 1, 1997.

18
<PAGE>
SELECTED PRO FORMA FINANCIAL DATA

The selected pro forma statement of earnings data set forth below are
presented for informational purposes only and may not necessarily be indicative
of the results of operations of the Company as they may be in the future. The
following selected pro forma financial data should be read in conjunction with
the Company's consolidated financial statements and the related notes thereto
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations," which are included elsewhere in this Prospectus.

Amounts reflect pro forma adjustments to historical operating results for
(a) the elimination of salaries and bonuses paid to the three Principal
Executive Officers in excess of an aggregate of $4.9 million per year, or $1.2
million per quarter (the estimated aggregate salaries and bonuses to be paid to
the Principal Executive Officers under their respective employment agreements
following the Offerings), (b) the decrease in depreciation and operating costs
of $2.6 million, $1.3 million and $1.2 million for the year ended December 31,
1995 and the six months ended July 2, 1995 and June 30, 1996, respectively,
associated with an aircraft owned by the Company, which aircraft was sold in
contemplation of the Offerings, (c) the elimination of the minority interest in
GEBV and Guess Italia through the merger of Marciano International with and into
the Company in connection with the Reorganization, resulting in the inclusion in
net earnings of $274,000, $201,000 and $160,000 for the year ended December 31,
1995 and the six months ended July 2, 1995 and June 30, 1996, respectively,
which amounts had previously been recorded as minority interest and (d)
adjustments for Federal and state income taxes as if the Company had been taxed
as a C corporation rather than an S corporation. See "Company History, the
Reorganization and Prior S Corporation Status" and "Management -- Employment
Agreements." For additional pro forma statement of earnings data for 1993, 1994
and 1995 and for the six months ended July 2, 1995 and June 30, 1996, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
SIX MONTHS ENDED
--------------------------
YEAR ENDED JULY 2,
DECEMBER 31, 1995 1995 JUNE 30, 1996
----------------- ----------- -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
PRO FORMA STATEMENT OF EARNINGS DATA:
Net revenue:
Product sales............................................................... $ 440,359 $ 206,579 $ 232,111
Net royalties............................................................... 46,374 23,073 25,295
-------- ----------- -------------
Total net revenue......................................................... 486,733 229,652 257,406
Cost of sales................................................................. 262,142 120,809 137,113
-------- ----------- -------------
Gross profit.................................................................. 224,591 108,843 120,293
Selling, general and administrative expenses.................................. 136,606 63,026 69,463
Reorganization charge......................................................... -- -- 3,559
-------- ----------- -------------
Earnings from operations.................................................... 87,985 45,817 47,271
Interest expense, net......................................................... (15,957) (7,926) (7,291)
Non-operating income, net..................................................... 117 21 13
-------- ----------- -------------
Earnings before income taxes................................................ 72,145 37,912 39,993
Income taxes.................................................................. 28,858 15,165 15,877
-------- ----------- -------------
Net earnings................................................................ $ 43,287 $ 22,747 $ 24,116
-------- ----------- -------------
-------- ----------- -------------
Net earnings per share (1).................................................... $ 1.05 $ .59
Weighted average common shares outstanding (1)................................ 41,201 40,952
</TABLE>

- ------------------------

(1) Amounts reflect 32,681,819 shares of Common Stock outstanding prior to the
Offerings and the assumed issuance of 8,519,000 and 8,270,000 shares of
Common Stock at an assumed initial public offering price of $19.00 per share
to generate sufficient cash to pay (i) the S Corporation Distribution in an
amount equal to retained earnings as of December 31, 1995 and June 30, 1996,
respectively, and (ii) the $300,000 to be paid by the Company to the
Marciano Trusts in connection with the merger of Marciano International with
and into the Company.

19
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
"Selected Financial Data" and "Selected Pro Forma Financial Data" and the
Company's consolidated financial statements and the related notes thereto, which
are included elsewhere in this Prospectus.

GENERAL

The Company derives its revenue and net earnings from the worldwide sale of
GUESS brand products through its wholesale, retail and licensing operations.
Since its inception in 1982, the Company's net revenue has grown to $486.7
million in 1995. The Company has been profitable in every year of its operations
and in 1995 generated pro forma net earnings (as described herein) of $43.3
million.

The Company derives its net revenue from the sale of Guess men's and women's
apparel to wholesale customers and distributors, the sale of Guess men's and
women's apparel and its licensees' products through the Company's network of
retail and factory outlet stores and net royalties from licensing activities.
The following table sets forth the net revenue of the Company through its
channels of distribution.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED,
---------------------------------------------------- ----------------------------------
1993 1994 1995 JULY 2, 1995 JUNE 30, 1996
---------------- ---------------- ---------------- ---------------- ----------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenue:
Wholesale operations........ $348,879 67.1% $358,125 65.4% $270,931 55.7% $142,427 62.0% $144,782 56.3%
Retail operations........... 142,565 27.4 149,337 27.2 169,428 34.8 64,152 27.9 87,329 33.9
-------- ------ -------- ------ -------- ------ -------- ------ -------- ------
Net revenue from product
sales.................... 491,444 94.5 507,462 92.6 440,359 90.5 206,579 89.9 232,111 90.2
Net royalties............... 28,780 5.5 40,350 7.4 46,374 9.5 23,073 10.1 25,295 9.8
-------- ------ -------- ------ -------- ------ -------- ------ -------- ------
Total net revenue......... $520,224 100.0% $547,812 100.0% $486,733 100.0% $229,652 100.0% $257,406 100.0%
-------- ------ -------- ------ -------- ------ -------- ------ -------- ------
-------- ------ -------- ------ -------- ------ -------- ------ -------- ------
</TABLE>

WHOLESALE OPERATIONS

The Company, through its wholesale operations, designs, sources, markets and
distributes its men's and women's apparel lines to wholesale customers in the
United States and Italy, to international distributors and to the Company's
network of retail and factory outlet stores. Wholesale operations include the
Company's U.S. operations, Guess Europe and Guess Asia. Guess Europe was
established in 1993 to provide a platform for increased international growth and
to better service the Company's distributors and international licensees, and
consists of a design studio, sales office, sourcing office and warehouse in
Florence and a showroom in Milan. Ranche, which is a wholly owned subsidiary of
the Company, consists of a sales office and sourcing office for the Company and
a merchandising support operation for the Company's distributors and licensees.
In addition, GEBV is a 50% joint venture partner in a sourcing agency located in
Hong Kong.

Since its inception, net revenue from the Company's wholesale operations
grew to $396.9 million in 1992. Between 1992 and 1995, net revenue from
wholesale operations decreased 32%, which, to a large extent, resulted from
strategic business decisions implemented beginning in late 1992, including a
renewed focus within the Company's wholesale operations on the sale of its core
men's and women's product lines. As a result, the Company converted the boys'
product line, the majority of the girls' product line and women's knits into
licensing arrangements, which became effective at various times throughout 1993.
Net revenue from wholesale operations attributable to these discontinued product
lines was $82.6 million, $31.7 million, $5.3 million and $1.7 million for 1992,
1993, 1994 and 1995, respectively. Net sales by such licensees, as reported to
the Company, aggregated $75.6 million, $109.6 million and $99.5 million for
1993, 1994 and 1995, respectively. See Note 12 to the Company's consolidated
financial statements.

Beginning in late 1993, the Company made the strategic decision to curtail
distribution of its products to certain accounts which did not meet the
Company's merchandising standards in order to protect the Guess image and
enhance the exclusivity of the brand. Net sales to such discontinued accounts
represented approximately $42.3 million, $51.1 million, $32.9 million and $3.8
million of the Company's net revenue in 1992, 1993, 1994 and 1995, respectively.
In addition, the Company's net revenue declined during this period

20
<PAGE>
as a result of increased competition in branded denim apparel, the then sluggish
retail environment, the consolidation taking place among department store
retailers and financial difficulties experienced by certain of the Company's
wholesale customers.

To address the decline in net revenue from wholesale operations, the Company
is pursuing a strategy to deepen the Company's product offerings, increase the
number of shop-in-shops and increase sales to international distributors. Based
on positive consumer reaction, the Company has introduced the GUESS COLLECTION
to selected better department stores for shipment in the Fall 1996 season. In
addition, the Company intends to broaden its men's and women's lines to include
khaki and other twill products beginning with the 1996 holiday/resort season. In
November 1995 the Company introduced a new line of jeans under the "Bare Basics"
label, with unique construction and fabrications and lower price points than
traditional Guess jeans. The Company opened 18 shop-in-shops in the first
quarter of 1996. The Company intends to open a total of 75 and 100 shop-in-shops
in 1996 and 1997, respectively, and intends to support the introduction of the
GUESS COLLECTION with a unique shop-in-shop program beginning in 1997.

RETAIL OPERATIONS

The Company's retail operations include 112 Company-operated retail and
factory outlet stores primarily located in regional shopping malls in the United
States, including one Company-operated retail store located in Florence, Italy.
The Company's factory outlet stores serve as a distribution channel for
discontinued styles, slow-moving inventory, returned goods and seconds. As of
March 31, 1996, the domestic retail network included 64 retail stores located in
20 states and 47 factory outlet stores located in 27 states. The Company's
strategy is to increase domestic sales by selectively expanding its network of
retail stores, increasing the comparable store sales of its existing stores and
closing stores that do not meet its financial objectives. Consistent with this
strategy, the Company has opened two retail stores in the first quarter of 1996,
and intends to open approximately five additional retail stores during the
remainder of 1996 and approximately 15 additional retail stores during 1997.

The Company's retail management team recently refined the Company's strategy
to improve the productivity of its retail network by establishing new models for
optimal store size, design and construction costs as well as staffing levels. In
addition, in late 1995, the Company began to improve the merchandising mix in
its stores and implement sophisticated information systems to improve inventory
control. The Company believes that the implementation of these initiatives
contributed to the increase in comparable retail and factory outlet store net
revenue of 16.7% in the first quarter of 1996.

The Company monitors the performance of each of its retail and factory
outlet stores to ensure they meet minimum operating performance standards.
Stores that do not meet these minimum standards or are unprofitable become
candidates for closure. Since the beginning of 1993, the Company has closed 16
stores, including ten that were closed in 1995. During 1995, the Company
recorded provisions for store closing expenses of $2.9 million and $1.0 million
during the third and fourth quarters, respectively. These provisions include the
costs the Company will incur in connection with completing the closure of three
retail stores. The Company does not currently expect that it will be closing
additional retail stores during the next 12 months. Costs of closing stores
typically consist principally of lease termination costs and the write-off of
certain leasehold improvements.

21
<PAGE>
The following chart sets forth the store openings and closing since 1993,
total average gross square footage, comparable store net revenue and net revenue
per square foot.

<TABLE>
<CAPTION>
FIRST QUARTER
ENDED
-----------------
YEAR ENDED DECEMBER 31, APRIL MARCH
--------------------------- 2, 31,
1993 1994 1995 1995 1996
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Retail stores
Beginning of period................. 39 36 53 53 63
Opened during period................ 1 19 15 1 2
Closed during period................ (4) (2) (5) (2) --
------- ------- ------- ------- -------
End of Period....................... 36 53 63 52 65
------- ------- ------- ------- -------
------- ------- ------- ------- -------

Factory stores
Beginning of period................. 22 43 47 47 47
Opened during period................ 21 4 5 1 --
Closed during period................ -- -- (5) (1) --
------- ------- ------- ------- -------
End of Period....................... 43 47 47 47 47
------- ------- ------- ------- -------
------- ------- ------- ------- -------

Comparable store sales increase
(decrease)............................. (4.0)% (5.3)% (7.4)% (0.1)% 16.7%

Total average gross square footage
(1).................................... 341,000 425,000 543,000 507,000 593,000

Net revenue per average gross square
foot................................... $ 418 $ 351 $ 312 $ 56 $ 68
</TABLE>

- ------------------------
(1) Average gross square footage represents the square footage (including
selling, stocking and all other areas) of the Company's stores. In the event
a store was open for less than the full period presented, the average gross
square footage was computed based on the percentage of time such store was
open during the period.

LICENSING OPERATIONS

Guess has selectively licensed the use of its trademarks since 1982. The
Company's strategy is to increase net royalties from selectively licensing the
Guess name to producers of high-quality products that complement its lifestyle
collection in the United States and other territories. In addition to licensing
products which complement the Company's apparel products, Guess has granted
licenses for the manufacture and sale of GUESS branded products similar to the
Company's, including men's and women's denim and knitwear, in markets such as
Canada, Argentina, Mexico, the Philippines, South Korea, Brazil and Japan.
Licensing both expands distribution into new territories and broadens the
spectrum of GUESS brand products. Licensed products include watches, clothing
for infants and children, eyewear, footwear, activewear, home products and other
fashion accessories. The Company's royalties, net of direct expenses, from such
sales and nonrecurring fees increased from $28.8 million in 1993 to $46.4
million in 1995. Guess has 26 licensees, all of which are currently generating
royalties. Net royalties from the four most significant licenses accounted for
approximately 48.1% and 49.1% of the Company's net royalties in 1995 and the six
months of 1996, respectively.

In order to maintain its reputation for quality and style and to control the
integrity of the brand name, the Company's licensing department strictly
monitors product design, development, merchandising and marketing and meets
regularly with licensees to ensure consistency with the Company's overall
strategies, and to ensure uniformity and quality control. The Company regularly
reviews the financial reports provided by its licensees in order to monitor
sales trends, royalty calculations and pricing policies, among other things. All
GUESS brand products, advertising, promotional and packaging materials must be
approved in advance by Guess. The Company operates centers in Los Angeles, Hong
Kong and Milan that assist in monitoring the quality of the products and
operations of its licensees, as well as its distributors, in developing their
territories and products. These centers allow the Company to ensure that all
licensees and distributors comply with the strict Guess quality standards.

22
<PAGE>
PRO FORMA RESULTS OF OPERATIONS

The following table sets forth pro forma operating results for the periods
indicated. Pro forma operating results reflect adjustments to historical
operating results for (i) the elimination of salaries and bonuses paid to the
Principal Executive Officers in excess of an aggregate of $4.9 million per year,
or $1.2 million per quarter (the estimated aggregate salaries and bonuses to be
paid to the Principal Executive Officers under their respective employment
agreements following the Offerings), resulting in a decrease in compensation
expense of $14.0 million, $3.3 million, $2.4 million, $2.2 million and $2.1
million for 1993, 1994, 1995 and the six months ended July 2, 1995 and June 30,
1995, (ii) the decrease in depreciation and operating costs of $2.6 million,
$1.3 million and $1.2 million for the year ended December 31, 1995 and the six
months ended July 2, 1995 and June 30, 1996, respectively, associated with an
aircraft owned by the Company, which aircraft was sold in contemplation of the
Offerings, (iii) the elimination of the minority interest in GEBV and Guess
Italia through the merger of Marciano International with and into the Company in
connection with the Reorganization, resulting in the inclusion in net earnings
of $24,000, $280,000, $274,000, $201,000 and $160,000 for the years ended
December 31, 1993, 1994 and 1995 and the six months ended July 2, 1995 and June
30, 1996, respectively, which amounts had previously been recorded as minority
interest and (iv) adjustments for Federal and state income taxes as if the
Company had been taxed as a C corporation rather than an S corporation. See
"Company History, the Reorganization and Prior S Corporation Status" and
"Management -- Employment Agreements."

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, ----------------------
---------------------------------- JULY 2, JUNE 30,
1993 1994 1995 1995 1996
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net revenue:
Product sales...................................... $ 491,444 $ 507,462 $ 440,359 $ 206,579 $ 232,111
Net royalties...................................... 28,780 40,350 46,374 23,073 25,295
---------- ---------- ---------- ---------- ----------
Total net revenue.............................. 520,224 547,812 486,733 229,652 257,406
Cost of sales........................................ 260,409 291,989 262,142 120,809 137,113
---------- ---------- ---------- ---------- ----------
Gross profit......................................... 259,815 255,823 224,591 108,843 120,293
Selling, general and administrative expenses......... 127,971 131,711 136,606 63,026 69,463
Reorganization charge................................ -- -- -- -- 3,559
---------- ---------- ---------- ---------- ----------
Earnings from operations........................... 131,844 124,112 87,985 45,817 47,271
Interest expense, net................................ (11,735) (16,948) (15,957) (7,926) (7,291)
Non-operating income, net............................ 2,528 42 117 21 13
---------- ---------- ---------- ---------- ----------
Earnings before income taxes....................... 122,637 107,206 72,145 37,912 39,993
Pro forma income taxes............................... 49,055 42,882 28,858 15,165 15,877
---------- ---------- ---------- ---------- ----------
Pro forma net earnings............................. $ 73,582 $ 64,324 $ 43,287 $ 22,747 $ 24,116
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>

23
<PAGE>
The following table sets forth pro forma operating results as a percentage
of net revenue for the periods indicated.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, ------------------------
------------------------------- JULY 2, JUNE 30,
1993 1994 1995 1995 1996
--------- --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net revenue:
Product sales.............................................. 94.5% 92.6% 90.5% 90.0% 90.2%
Net royalties.............................................. 5.5 7.4 9.5 10.0 9.8
--------- --------- --------- ----- -----
Total net revenue...................................... 100.0 100.0 100.0 100.0 100.0
Cost of sales................................................ 50.1 53.3 53.9 52.6 53.3
--------- --------- --------- ----- -----
Gross profit................................................. 49.9 46.7 46.1 47.4 46.7
Selling, general and administrative expenses................. 24.6 24.0 28.0 27.4 27.0
Reorganization charge........................................ -- -- -- -- 1.3
--------- --------- --------- ----- -----
Earnings from operations................................... 25.3 22.7 18.1 20.0 18.4
Interest expense, net........................................ (2.3) (3.1) (3.3) (3.5) (2.8)
Non-operating income, net.................................... 0.5 0.0 0.0 0.0 0.0
--------- --------- --------- ----- -----
Earnings before income taxes............................... 23.5 19.6 14.8 16.5 15.6
Pro forma income taxes....................................... 9.4 7.9 5.9 6.6 6.2
--------- --------- --------- ----- -----
Pro forma net earnings..................................... 14.1% 11.7% 8.9% 9.9% 9.4%
--------- --------- --------- ----- -----
--------- --------- --------- ----- -----
</TABLE>

SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JULY 2, 1995

NET REVENUE. Net revenue increased $27.7 million or 12.1% to $257.4 million
in the six months ended June 30, 1996 from $229.7 million in the six months
ended July 2, 1995. Net revenue from wholesale operations increased $2.4 million
to $144.8 million from $142.4 million, due principally to increased sales
outside the United States of $12.1 million, partially offset by a $9.7 million
decline in domestic wholesale sales. The decline in domestic wholesale sales
resulted from a $3.1 million decline due to closing certain accounts and a $1.2
million decline due to the licensing out of certain apparel lines as described
above. Net revenue from retail operations increased $23.1 million to $87.3
million from $64.2 million, primarily attributable to an increase of 14.4% in
comparable store net revenue and from volume generated by 13 new store openings,
offset by the closing of five stores. The increase in comparable store net
revenue was primarily attributable to a more favorable merchandise mix and the
implementation of improved inventory management systems. Net royalties increased
9.6% in the six months ended June 30, 1996 to $25.3 million from $23.1 million
in the six months ended July 2, 1995. Net revenue from international operations
comprised 11.6% and 6.8% of the Company's net revenue during the first six
months of 1996 and 1995, respectively.

GROSS PROFIT. Gross profit increased 10.5% to $120.3 million in the six
months ended June 30, 1996 from $108.8 million in the six months ended July 2,
1995. The increase in gross profit resulted from increased net royalties and
increased net revenue from product sales. Gross profit as a percentage of net
revenue decreased to 46.7% in the six months ended June 30, 1996 as compared to
47.4% in the six months ended July 2, 1995 primarily as a result of the growth
in net revenues derived from both international and retail operations, both of
which generally have relatively lower gross profit margins. Gross profit from
product sales increased 10.7% to $95.0 million in the six months ended June 30,
1996 from $85.8 million in the six months ended July 2, 1995.

SG&A EXPENSES. Selling, general and administrative ("SG&A") expenses
increased 9.6% in the six months ended June 30, 1996 to $72.8 million, or 28.3%
of net revenue, from $66.5 million, or 28.9% of net revenue, in the six months
ended July 2, 1995. On a pro forma basis, SG&A expenses would have increased
10.2% in the six months ended June 30, 1996 to $69.5 million, or 27.0% of net
revenue, from $63.0 million, or 27.4% of net revenue, in the six months ended
July 2, 1995. The increase in SG&A expense was primarily the

24
<PAGE>
result of increased store expenses related to the expansion of the retail
operation. The decrease in SG&A expenses as a percentage of net revenue was the
result of fixed expenses being spread over a larger revenue base in the 1996
period.

REORGANIZATION CHARGE. In anticipation of the Offerings, in the second
quarter of 1996 the Company recorded reserves for certain non-recurring charges
related to the writedowns of operating assets to be disposed of $3.6 million
for: (i) disposal of two currently active remote warehouse and production
facilities not expected to be used in the Company's operations after the
Offerings, resulting in a net book loss of $2.4 million, and (ii) the net book
loss of $1.2 million incurred by the Company in connection with the sale of one
of its aircraft. The above charges are based upon the net book value of the
related assets as of June 30, 1996. The Company intends to relocate the
warehouse and production operations located at the remote facilities to its
central facility in Los Angeles in an effort to centralize its operations and
improve operating efficiencies.

EARNINGS FROM OPERATIONS. Earnings from operations, including the
reorganization charge described above, increased 3.6% to $43.9 million, or 17.1%
of net revenue in the six months ended June 30, 1996, from $42.4 million, or
18.5% of net revenue, in the six months ended July 2, 1995. On a pro forma
basis, earnings from operations would have increased 3.2% in the six months
ended June 30, 1996 to $47.3 million, or 18.4% of net revenue, from $45.8
million, or 20.0% of net revenue, in the six months ended July 2, 1995. This
increase resulted primarily from the increase in net revenue.

INTEREST EXPENSE, NET. Net interest expense decreased 8.0% to $7.3 million
in the six months ended June 30, 1996 from $7.9 million in the six months ended
July 2, 1995. This decrease resulted primarily from lower outstanding debt. For
the first six months of 1996, the average debt balance was $149.3 million, with
an average effective interest rate of 9.3%. For the first six months of 1995,
the average debt balance was $164.8 million, with an average effective interest
rate of 9.4%.

INCOME TAXES. For Federal and certain state income tax purposes, the
Company has elected to be treated as an S corporation and therefore has
generally not been subject to income tax on its earnings. The Company's income
taxes, which represent state income taxes and foreign taxes, were $1.6 million
and $1.3 million in the six months ended June 30, 1996 and July 2, 1995,
respectively. The Company's S corporation status will terminate prior to the
consummation of the Offerings and, therefore, the Company will be fully subject
to Federal, state and foreign income taxes. On a pro forma basis, income taxes
would have been $15.9 million and $15.2 million in the six months ended June 30,
1996 and July 2, 1995, respectively.

NET EARNINGS. Net earnings increased 5.7% to $34.9 million, or 13.5% of net
revenue, in the six months ended June 30, 1996, from $33.0 million, or 14.4% of
net revenue, in the six months ended July 2, 1995. On a pro forma basis, net
earnings would have increased 6.0% to $24.1 million, or 9.4% of net revenue, in
the six months ended June 30, 1996, from $22.7 million, or 9.9% of net revenue,
in the six months ended July 2, 1995.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

NET REVENUE. Net revenue decreased $61.1 million or 11.1% to $486.7 million
in 1995 from $547.8 million in 1994. Net revenue from wholesale operations
decreased $87.2 million to $270.9 million from $358.1 million, including a $29.1
million decline due to closing certain accounts, and a $3.6 million decline due
to the licensing out of certain apparel lines as described above. Excluding
these items, net revenue from wholesale operations would have decreased $54.5
million. The principal reasons for the decrease were a $49.3 million decline in
domestic sales of men's and women's apparel and a $15.5 million decrease in
off-price revenue (which represents net revenue from the liquidation of
discontinued merchandise which carries lower margins), partially offset by
increased sales outside the United States to international distributors of $10.3
million. The Company's domestic net sales declined during this period as a
result of increased competition in branded denim apparel, the sluggish retail
environment, the consolidation taking place among department store retailers and
financial difficulties experienced by certain of the Company's wholesale
customers. Net revenue from retail operations increased $20.1 million to $169.4
million from $149.3 million. This net increase reflects a 37.2% increase in
Guess retail store net

25
<PAGE>
revenue resulting from new store openings, somewhat offset by a 7.4% decline in
comparable store net revenue, primarily attributable to the continued sluggish
market conditions affecting the factory outlet stores. Net royalties increased
14.9% in 1995 to $46.4 million from $40.4 million in 1994. This increase was
attributable to the continued growth in existing licensees' businesses as well
as the addition of new licensees. Revenue from international operations
(including net royalties from international licensees) comprised 6.9% and 3.7%
of the Company's net revenue during 1995 and 1994, respectively.

GROSS PROFIT. Gross profit decreased 12.2% to $224.6 million in 1995 from
$255.8 million in 1994. Gross profit as a percentage of net revenue decreased to
46.1% in 1995 from 46.7% in 1994. The decrease in gross profit was attributable
to a $67.1 million decrease in net revenue from product sales, partially offset
by a $6.0 million increase in net royalties. Gross profit from product sales
decreased 17.3% to $178.2 million in 1995 from $215.5 million in 1994. During
the second half of 1995, the Company recorded a provision of $3.9 million for
anticipated store closing expenses. Without the $3.9 million store closure
provision, gross margin would have been 46.9% of net revenue in 1995 as compared
with 46.7% of net revenue in 1994, respectively.

SG&A EXPENSES. SG&A expenses increased 2.6% to $141.7 million, or 29.1% of
net revenue, in 1995, from $138.0 million, or 25.2% of net revenue, in 1994. On
a pro forma basis, SG&A expenses would have increased 3.7% in 1995 to $136.6
million, or 28.0% of net revenue, from $131.7 million, or 24.0% of net revenue,
in 1994. This increase was primarily the result of the continued expansion of
the retail division, an increase in advertising expenses and increased expenses
relating to the installation and remodeling of twice as many shop-in-shops as
were installed or remodeled in 1994. These increases were partially offset by
reduced expenses resulting from cost containment efforts. The increase in SG&A
expenses as a percentage of net revenue was the result of the above mentioned
advertising and shop-in-shop expenditures being expensed as incurred together
with fixed expenses being spread over a smaller revenue base during the 1995
period.

EARNINGS FROM OPERATIONS. Earnings from operations decreased 29.6% to
$82.9 million, or 17.0% of net revenue in 1995, from $117.8 million, or 21.5% of
net revenue, in 1994. On a pro forma basis, earnings from operations would have
decreased 29.1% in 1995 to $88.0 million, or 18.1% of net revenue, from $124.1
million, or 22.7% of net revenue, in 1994. This decline primarily resulted from
a decrease in net revenue, which was partially offset by higher royalty income.

INTEREST EXPENSE, NET. Net interest expense decreased 5.9% to $16.0 million
for 1995 from $16.9 million in 1994. This decrease resulted from lower debt in
1995 which more than offset the effect of higher interest rates. For 1995, the
average debt balance was $156.6 million, with an average effective interest rate
of 9.5%. For 1994, the average debt balance was $183.2 million, with an average
effective interest rate of 8.6%.

INCOME TAXES. Income taxes were $2.9 million and $3.5 million in 1995 and
1994, respectively. On a pro forma basis, income taxes would have been $26.0
million and $42.9 million in 1995 and 1994, respectively.

NET EARNINGS. Net earnings decreased 34.5% to $63.9 million, or 13.1% of
net revenue, in 1995, from $97.6 million, or 17.8% of net revenue, in 1994. On a
pro forma basis, net earnings would have decreased 32.7% to $43.3 million, or
8.9% of net revenue, in 1995, from $64.3 million, or 11.7% of net revenue, in
1994.

YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993

NET REVENUE. Net revenue increased $27.6 million or 5.3% to $547.8 million
in 1994 from $520.2 million in 1993. Net revenue from wholesale operations
increased $9.2 million to $358.1 million from $348.9 million, including a $26.3
million decline due to the licensing of certain apparel lines previously
produced by the Company and a $18.2 million decline due to closing certain
accounts. Excluding these items, net revenue from wholesale operations would
have increased $53.7 million. Net revenue from retail operations increased $6.7
million to $149.3 million from $142.6 million. This increase was attributable to
new store openings, somewhat offset by a decline of $5.6 million or 5.3% in
comparable store net revenue. This decline in comparable store net revenue was
attributable to the factory outlet stores, which were affected by the severe
East Coast weather in the early part of 1994, product assortment changes which
were instituted in the

26
<PAGE>
fall of 1993 and sluggish factory outlet market conditions. Net royalties
increased 40.2% in 1994 to $40.4 million from $28.8 million in 1993. This
increase was attributable to royalties from new licensees including the
aforementioned boys, girls, and women's knit lines, as well as increased
royalties from higher net revenue by
existing licensees. Revenue from international operations comprised 3.7% and
2.7% of the Company's net revenue during 1994 and 1993, respectively.

GROSS PROFIT. Gross profit decreased 1.5% to $255.8 million in 1994 from
$259.8 million in 1993. Gross profit as a percentage of net revenue decreased to
46.7% in 1994 from 49.9% in 1993. The decrease in gross profit was attributable
to a $15.6 million decrease in gross profit from product sales, partially offset
by an $11.6 million increase in net royalties. Gross profit from product sales
decreased 6.7% to $215.5 million in 1994 from $231.0 million in 1993. This
decrease reflects an increase in production costs due to changes in fabrication
and processing costs, as well as higher occupancy costs as a percentage of
revenue due to the opening of new retail stores.

SG&A EXPENSES. SG&A expenses decreased 5.1% to $138.0 million, or 25.2% of
net revenue, in 1994, from $145.4 million, or 27.9% of net revenue, in 1993. On
a pro forma basis, SG&A expenses would have increased 2.9% in 1994 to $131.7
million, or 24.0% of net revenue, from $128.0 million, or 24.6% of net revenue,
in 1993. This increase was primarily attributable to the opening of a design
studio in Florence, Italy and an increase in domestic design and selling
expenses related to the additions of new stores.

EARNINGS FROM OPERATIONS. Earnings from operations increased 2.9% to $117.8
million, or 21.5% of net revenue in 1994, from $114.5 million, or 22.0% of net
revenue, in 1993. On a pro forma basis, earnings from operations would have
decreased 5.9% in 1994 to $124.1 million, or 22.7% of net revenue, from $131.8
million, or 25.3% of net revenue, in 1993.

NON-OPERATING INCOME. Non-operating income was $0.3 million for 1994
compared to $2.6 million in 1993. The non-operating income in 1993 was primarily
a result of a lawsuit settlement.

INTEREST EXPENSE, NET. Net interest expense increased to $16.9 million for
1994 from $11.7 million in 1993. This increase resulted from the full year
effect of financing transactions entered into in connection with the
recapitalization of the Company in August 1993, including the issuance of the
Senior Subordinated Notes and borrowing under a revolving credit facility. For
1994, the average debt balance was $183.2 million, with an average effective
interest rate of 8.6%. For 1993, the average debt balance was $90.5 million,
with an average effective interest rate of 8.9%.

INCOME TAXES. Income taxes were $3.5 million and $1.8 million in 1994 and
1993, respectively. On a pro forma basis, income taxes would have been $42.9
million and $49.1 million in 1994 and 1993, respectively.

NET EARNINGS. Net earnings decreased 5.6% to $97.6 million, or 17.8% of net
revenue, in 1994, from $103.5 million or 19.9% of net revenue, in 1993,
primarily due to the increase in interest expense. On a pro forma basis, net
earnings would have decreased 12.6% to $64.3 million, or 11.7% of net revenue,
in 1994, from $73.6 million, or 14.1% of net revenue, in 1993.

LIQUIDITY AND CAPITAL RESOURCES

The Company has relied primarily upon internally generated funds, trade
credit and bank borrowings to finance its operations and expansion and to make
periodic distributions to its stockholders. As of June 30, 1996, the Company had
working capital of $84.4 million, compared to $57.6 million at December 31,
1995. The $26.8 million increase in working capital primarily resulted from a
$19.5 million increase in inventories, an $8.8 million increase in receivables
and a $3.5 million decrease in payables, partially offset by a $5.4 million
increase in accrued liabilities. The increase in inventory and receivables
relates to seasonal requirements and the buildup of initial inventory of the
Company's BARE BASICS line. The accounts receivable reserves aggregated $8.2
million at June 30, 1996, as compared with $8.6 million at June 30, 1995 and
$10.8 million at December 31, 1995. The reduction in the reserves from December
31, 1995 to June 30, 1996 is principally due to the seasonal granting of
markdowns (which are charged against the accounts receivable reserves) in the
first quarter of 1996 related to product sales recorded in the fourth quarter of
1995 and is consistent with the Company's historical experience.

27
<PAGE>
As part of the Company's management of its working capital, the Company
performs all customer credit functions internally, including extension of credit
and collections. The Company's bad debt write-offs were less than 0.5% of net
revenue for the six months ended June 30, 1996 and year ended December 31, 1995.

The Company's Credit Agreement provides for a $100.0 million revolving
credit facility which includes a $20.0 million sublimit for letters of credit.
As of June 30, 1996, the Company had $43.0 million in outstanding borrowings
under the revolving credit facility and outstanding letters of credit of $8.6
million. As of June 30, 1996, the Company had $48.4 million available for future
borrowings under such facility. The revolving credit facility will expire in
December 1997. In addition to the revolving credit, the Company also has a $25.0
million letter of credit facility. As of June 30, 1996, the Company had $15.3
million outstanding under this facility.

Capital expenditures, net of lease incentives granted, totaled $21.7 million
for 1995 and $18.3 million for 1994. The Company estimates that its capital
expenditures for 1996 will be approximately $20.0 million, primarily for the
expansion of its retail stores and operations.

As a result of the Company's treatment as an S corporation for Federal and
certain state income tax purposes, the Company has provided to the Principal
Stockholders periodic distributions for the payment of income taxes, as well as
a return on their investment. The Company paid dividends, including amounts for
taxes, of $117.7 million, $47.0 million, $53.3 million and $39.6 million in
1993, 1994, 1995 and the six months ended June 30, 1996, respectively. Prior to
consummation of the Offerings, the Company will declare the S Corporation
Distribution and distribute the S Distribution Shares and S Distribution Notes.
Prior to the consummation of the Offerings, the Company's S corporation status
will be terminated. The Company anticipates that, after payment of the S
Corporation Distribution any earnings will be retained for the foreseeable
future for use in the operations of the business or applied to repay outstanding
indebtedness. The Company estimates that after application of the net proceeds
of the Offerings to repay S Distribution Notes, between $3.1 and $13.1 million
of S Distribution Notes will remain outstanding, assuming an initial public
offering price of $19.00 per share. The S Distribution Notes will bear interest
at 8% per annum and will mature on January 1, 1997. See "Company History, the
Reorganization and Prior S Corporation Status" and "Dividend Policy."

Subsequent to the consummation of the Offerings, the Company's cash flow
needs will decrease as a result of decreased compensation to the Principal
Executive Officers and the absence of stockholder distributions for the purposes
of tax payments. Offsetting these decreases will be increases related to the
need to apply funds to the repayment of S Distribution Notes remaining
outstanding after application of the net proceeds from the Offerings and payment
of Federal and additional state income taxes. The net effect on cash for such
changes is expected to increase the Company's cash flow.

The Company anticipates that it will be able to satisfy its ongoing cash
requirements through 1997, including retail and international expansion plans
and interest payments on the Company's Senior Subordinated Notes, primarily with
cash flow from operations, supplemented, if necessary, by borrowings under its
Credit Agreement.

SEASONALITY

The Company's business is impacted by the general seasonal trends that are
characteristic of the apparel and retail industries. The Company's wholesale
operations generally experience stronger performance in the first and third
quarters, while retail operations are generally stronger in the third and fourth
quarters. As the timing of the shipment of products may vary from year to year,
the results for any particular quarter may not be indicative of results for the
full year. The Company has not had significant overhead and other costs
generally associated with large seasonal variations.

28
<PAGE>
The following table sets forth certain unaudited quarterly data for the
periods shown.

<TABLE>
<CAPTION>
1994 1995 1996
------------------------------------------ ------------------------------------------ --------------------
FIRST SECOND THIRD FOURTH FIRST SECOND THIRD FOURTH FIRST SECOND
QTR. QTR. QTR. QTR. QTR. QTR. QTR. QTR. QTR. QTR.
--------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenue........ $ 122,729 $ 119,383 $ 160,783 $ 144,917 $ 124,903 $ 104,749 $ 133,129 $ 123,952 $ 134,898 $ 122,508
Gross profit....... 59,784 53,611 79,232 63,196 59,636 49,207 59,148 56,600 64,419 55,874
</TABLE>

INFLATION

The Company does not believe that the relatively moderate rates of inflation
experienced in the United States over the last three years have had a
significant effect on its net revenue or profitability. Although higher rates of
inflation have been experienced in a number of foreign countries in which the
Company's products are manufactured, the Company does not believe that they have
had a material effect on the Company's net revenue or profitability.

EXCHANGE RATES

The Company receives United States dollars for substantially all of its
product sales and its licensing revenues. Inventory purchases from offshore
contract manufacturers are primarily denominated in United States dollars;
however, purchase prices for the Company's products may be impacted by
fluctuations in the exchange rate between the United States dollar and the local
currencies of the contract manufacturers, which may have the effect of
increasing the Company's cost of goods in the future. During the last two fiscal
years, exchange rate fluctuations have not had a material impact on the
Company's inventory costs. The Company currently does not engage in hedging
activities with respect to such exchange rate risk. See "Risk Factors -- Foreign
Operations."

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (the "FASB") issued Statement of
Financial Accounting Standards No. 121 ("SFAS No. 121"), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be disposed of," in
March 1995 which is effective for fiscal years beginning after December 15,
1995. SFAS No. 121 establishes accounting standards for the impairment of
long-lived assets, certain identifiable intangibles and goodwill related to
these assets and certain identifiable intangibles to be disposed of. The Company
adopted the provisions of SFAS No. 121 effective April 1, 1996 and has,
accordingly, recorded a write-down aggregating $2.4 million in the second
quarter of 1996 related to certain operating assets to be disposed of and is
included as a component of the $3.6 million Reorganization Charge in the
Company's statement of earnings. The Company does not anticipate that SFAS No.
121 will have a material impact on its financial statements. See note 14 to the
Company's consolidated financial statements.

In October 1995, the FASB issued Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). SFAS 123
established a fair value-based method of accounting for compensation cost
related to stock options and other forms of stock-based compensation plans.
However, SFAS 123 allows an entity to continue to measure compensation costs
using the principles of Accounting Principles Board pronouncement 25 if certain
pro forma disclosures are made. SFAS 123 is effective for fiscal years beginning
after December 15, 1995. The Company intends to adopt the provisions for pro
forma disclosure requirements of SFAS 123 in fiscal 1996 and anticipates that
SFAS 123 will not have a material impact on its financial statements. As of June
30, 1996, the Company had not issued any stock options or other instruments
under which SFAS 123 would apply.

29
<PAGE>
BUSINESS

INTRODUCTION

Guess, founded in 1981 by the Marciano brothers, designs, markets,
distributes and licenses one of the world's leading lifestyle collections of
casual apparel, accessories and related consumer products. The Company's apparel
for men and women is inspired by an appreciation of the American lifestyle
combined with a European flair and is marketed under the trademarks GUESS, GUESS
U.S.A., GUESS? AND TRIANGLE DESIGN and GUESS COLLECTION. The lines include full
collections of denim and cotton clothing, including jeans, pants, overalls,
skirts, dresses, shorts, blouses, shirts, jackets and knitwear. In addition, the
Company has granted licenses to manufacture and distribute a broad range of
products that complement the Company's apparel lines, including watches,
clothing for infants and children, eyewear, footwear, activewear, home products
and other fashion accessories. The Company's product quality combined with
captivating advertising images have created a global brand franchise with
products that appeal to style-conscious consumers across a broad spectrum of
ages. The Company generates revenue from wholesale and retail operations and
licensing activities, which accounted for 56%, 35% and 9%, respectively, of net
revenue in 1995. The Company's total net revenue in 1995 was $486.7 million and
pro forma net earnings (as described herein) were $43.3 million.

The Company seeks to reach a broad consumer base through multiple channels
of distribution. As of March 31, 1996, GUESS brand products were distributed by
the Company, its licensees and international distributors to better department
stores and upscale specialty stores, 112 stores operated by the Company (of
which 65 were retail stores and 47 were factory outlet stores) and 205 stores
operated by licensees and distributors. As a critical element of its
distribution to department stores, the Company and its licensees utilize
shop-in-shops to enhance brand recognition, permit more complete merchandising
of the lines and differentiate the presentation of GUESS products. As of
December 31, 1995, the Company's and its licensees' products were sold in
approximately 1,600 shop-in-shops worldwide. In order to protect the Guess image
and enhance the exclusivity of the brand, the Company began in 1993 to withdraw
its products from certain wholesale accounts which did not meet the Company's
merchandising standards. Sales to such discontinued accounts represented
approximately $51.1 million, $32.9 million and $3.8 million of the Company's net
revenue in 1993, 1994 and 1995, respectively. The Company's own network of
stores, in addition to providing a key opportunity for growth, allows the
Company to present and merchandise its entire collection and to test market new
product concepts.

30
<PAGE>
The desirability of the GUESS brand name among consumers has allowed the
Company to selectively expand its product offerings through licensing
arrangements. The Company believes its licensing strategy significantly broadens
the distribution of GUESS brand products while limiting the Company's capital
investment and operating expenses. The Company carefully selects its licensees,
maintains strict control over the design, advertising, marketing and
distribution of all licensed products in order to maintain a consistent global
GUESS brand image. The Company's 26 licensees manufacture and distribute a broad
array of related consumer products in the United States and international
markets. The Company's most significant licenses include GUESS WATCHES, BABY
GUESS, GUESS KIDS and GUESS EYEWEAR, which together accounted for approximately
48.1% of the Company's net royalties in 1995. The Company continues to
capitalize on the GUESS brand image by granting licenses to introduce related
products. Recently, the Company licensed the GUESS HOME COLLECTION and GUESS
OUTERWEAR, as well as various accessory products.

BUSINESS STRATEGY

The Company's business strategy is designed to increase sales and
profitability while preserving the integrity and expanding the product depth and
global reach of the GUESS brand. Over the past three years, the Company has
built the infrastructure necessary to support distribution and licensing of its
products worldwide. To provide greater management depth, Company has recently
recruited several key executives with substantial industry experience to
facilitate the implementation of its business strategy, including Ken Duane,
Andrea Weiss and Michael Wallen. The key elements of the strategy include:

MAINTAIN HIGH BRAND RECOGNITION. The Company intends to continue its
efforts to increase its revenues by enhancing consumer recognition of its
brand name and image. Under the creative leadership of Paul Marciano, the
Company's award-winning advertising has established the Guess signature
image and reinforced the lifestyle concept of Guess and Guess-licensed
products in mutually supportive marketing campaigns. In addition to the
Company's expenditures, licensees are required to spend a percentage of
total revenues in advertising. The aggregate advertising expenditures of the
Company and its distributors and licensees (as reported to the Company by
such licensees and distributors) were $50.7 million in 1995, a 16.2%
increase over 1994.

INCREASE INTERNATIONAL PRESENCE. The Company believes it is
well-positioned to capitalize on the worldwide recognition of its brand name
and the breadth of Guess lifestyle products by continuing to expand its
distribution internationally through distributors and licensees. The Company
has recently established Guess Europe in Italy and Guess Asia in Hong Kong
to design, source and market products in Europe and the Pacific Rim, which
will facilitate increased sales to existing and new distributors and
licensees outside the United States. As of March 31, 1996, 164 Guess retail
stores were operated internationally, 111 of which were operated by 13
licensees and 53 of which were operated by eight distributors. The Company
has been advised by its distributors and licensees that they plan to
establish approximately 35 new distributor-operated stores and approximately
21 licensee-operated stores, respectively, by the end of 1996, and
approximately an additional 45 new distributor-operated stores and
approximately 39 licensee-operated stores, respectively, by the end of 1997.

31
<PAGE>
EXPAND LICENSING ARRANGEMENTS. The Company expects to continue to
license the GUESS name selectively to producers of high quality products
that complement its lifestyle collection. Since the beginning of 1993, the
Company has added new licenses, which in 1995 represented approximately 30%
of the Company's net royalties. Recently, the Company licensed the GUESS
HOME COLLECTION and GUESS OUTERWEAR, as well as various accessory products.
To maintain its reputation for quality and style and control the integrity
of the brand name, the Company will continue to provide design, production
and technical and marketing assistance to its licensees to ensure compliance
with its strict marketing and product standards.

EXPAND RETAIL STORE NETWORK. The Company believes an expanded retail
network will reinforce consumer recognition of its brand name and enhance
the presentation of the complete Guess merchandise collections. Since the
beginning of 1993 through March 31, 1996, the Company has opened a total of
25 retail and 25 factory outlet stores (net of store closings). The
percentage of net revenue generated by the retail network has increased from
19.3% to 38.5% of the Company's net revenue from product sales from 1992
through 1995. The Company intends to open approximately five additional
retail stores during the remainder of 1996 and approximately 15 additional
retail stores during 1997. The Company is currently completing the closure
of three retail stores, the costs of which closures were reserved for in
1995.

DEEPEN PRODUCT OFFERINGS. The Company has recently introduced new
product lines and categories to complement its existing lines. In 1993, the
Company introduced in its retail stores the GUESS COLLECTION and has since
expanded this collection to a full line of higher priced women's apparel
that incorporates a sophisticated combination of styles and colors. In 1995
and the first quarter of 1996, the GUESS COLLECTION accounted for
approximately 11.4% and 14.6%, respectively, of net revenue from the
Company's stores. Based on positive consumer reaction, the Company has
introduced the GUESS COLLECTION to selected better department stores for
shipment in the Fall 1996 season. In addition, the Company intends to
broaden its men's and women's lines to include khaki and other twill
products beginning with the 1996 holiday/resort season. In November 1995 the
Company introduced a new line of jeans under the "Bare Basics" label, with
unique construction and fabrications and lower price points than traditional
Guess jeans.

IMPROVE PRODUCTIVITY OF THE RETAIL STORE NETWORK. The Company's retail
management team has recently refined the Company's strategy to improve the
productivity of its retail network by establishing new models for optimal
store size, design and construction costs as well as staffing levels. In
addition, in late 1995, the Company began to improve the merchandising mix
in its stores and implemented sophisticated information systems to improve
inventory management. The Company believes that the implementation of these
initiatives contributed to the increase in comparable factory outlet and
retail store net revenue of 16.7% in the first quarter of 1996.

EXPAND AND UPGRADE SHOP-IN-SHOP PROGRAM. To enhance the presence of
Guess products in department stores, the Company intends to develop
approximately 80 new shop-in-shops in 1996 and 100 in 1997, and remodel
approximately 45 additional shops in 1996 and 55 in 1997. The design of the
shops utilizes the distinctive Guess advertising to promote brand
recognition and differentiate the location from its competition. The shops
also facilitate ease of shopping by presenting a complete presentation of
the Company's merchandise. In addition, the installation of these shops
enables the Company to establish premium locations within the department
stores and, therefore, compete more effectively against other products.

32
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GENERAL

The Company derives its net revenue from the sale of Guess men's and women's
apparel to wholesale customers and distributors and the sale of Guess men's and
women's apparel and its licensees' products through the Company's network of
retail and factory outlet stores. The following table sets forth the net revenue
of the Company through its channels of distribution.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED
------------------------------------------------- --------------------------------
1993 1994 1995 JULY 2, 1995 JUNE 30, 1996
--------------- --------------- --------------- --------------- ---------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Revenue:
Wholesale operations........ $348,879 67.1% $358,125 65.4% $270,931 55.7% $142,427 62.0% $144,782 56.2%
Retail operations........... 142,565 27.4 149,337 27.2 169,428 34.8 64,154 27.9 87,329 33.9
-------- ----- -------- ----- -------- ----- -------- ----- -------- -----
Net revenue from product
sales...................... 491,444 94.5 507,462 92.6 440,359 90.5 206,581 89.9 232,111 90.1
Net royalties............... 28,780 5.5 40,350 7.4 46,374 9.5 23,074 10.1 25,295 9.9
-------- ----- -------- ----- -------- ----- -------- ----- -------- -----
Total net revenue......... $520,224 100.0% $547,812 100.0% $486,733 100.0% $229,655 100.0% $257,406 100.0%
-------- ----- -------- ----- -------- ----- -------- ----- -------- -----
-------- ----- -------- ----- -------- ----- -------- ----- -------- -----
</TABLE>

The following table sets forth the Company's net revenue from product sales
generated through such channels of distribution by product category (licensed
products represent sales of licensed products by the Company's retail and
factory outlet stores).

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------
1993 1994 1995
----------------------- ----------------------- -----------------------
PRODUCT
- ----------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Men's apparel........................... $ 239,767 48.8% $ 250,687 49.4% $ 194,945 44.3%
Women's apparel......................... 199,405 40.6 225,268 44.4 210,945 47.9
Licensed and other products (1)......... 20,608 4.2 26,172 5.2 32,766 7.4
Discontinued apparel (1)................ 31,664 6.4 5,335 1.0 1,703 0.4
---------- ----- ---------- ----- ---------- -----
Total (2)............................. $ 491,444 100.0% $ 507,462 100.0% $ 440,359 100.0%
---------- ----- ---------- ----- ---------- -----
---------- ----- ---------- ----- ---------- -----
</TABLE>

- ------------------------------

(1) In late 1992, the Company entered into licensing agreements for the boys'
product line, the majority of the girls' product line and women's knits,
which were previously produced by the Company. While the licensing of such
products reduced net revenue in 1993, the associated reduction in earnings
from operations from such sales was substantially offset by the increase in
net royalties from the new licenses. "Other products" represents retail
operations' sales of such discontinued product lines.

(2) Beginning in 1993, the Company began to withdraw its products from selected
accounts which did not meet the Company's standards for merchandising. Net
product sales to discontinued accounts represented approximately $51.1
million, $32.9 million and $3.8 million of the Company's net revenue from
product sales in 1993, 1994 and 1995, respectively.

PRODUCTS

COMPANY PRODUCTS. The GUESS brand was founded upon its core product line of
high-quality jeans and other denim casual wear. Guess has been marketing denim
apparel since its inception in 1981, and has built and maintained a global brand
franchise with products that appeal to style-conscious consumers across a broad
spectrum of ages. The Company was founded on the concept of a fashion jean with
the first Guess product being the "three-zip Marilyn" jean, which was
stone-washed and adapted to fit the contours of a woman's body. Since its
inception, the Company has expanded its products to include a broad range of
denim and cotton clothing for men and women, including jeans, pants, overalls,
skirts, dresses, shorts, blouses, shirts, jackets and knitwear.

33
<PAGE>
The Company's apparel products are organized into two primary categories:
men's apparel and women's apparel (including the GUESS COLLECTION). The
following table sets forth the approximate range of current retail prices for
the Company's products:

<TABLE>
<CAPTION>
RANGE OF
SUGGESTED
RETAIL PRICES
---------------------- RANGE OF
WOMEN'S MEN'S SUGGESTED
- ----------------------------------- ------------------------------------ RETAIL PRICES
----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jeans.............................. $ 58 - $ 64 Jeans............................... $ 58 - $ 72
Shorts............................. 39 - 52 Shorts.............................. 39 - 60
Tops............................... 38 - 76 Woven Tops.......................... 40 - 78
Dresses............................ 68 - 82 Jackets............................. 82 - 162
Pants.............................. 60 - 68 T-Shirts............................ 22 - 88
Jackets............................ 78 - 80
Guess Collection................... 58 - 340
</TABLE>

A major portion of the Company's men's and women's apparel lines consists of
basic, recurring styles which the Company believes are less susceptible to
fashion obsolescence and are less seasonal in nature than fashion product
styles. Basic product styles provide the Company with a base of business that
usually carries over from season to season and year to year. Basic products are
primarily made of denim and include jeans, skirts, dresses, overalls and shorts
in a variety of fits, washes and styles. To take advantage of contemporary
trends, the Company complements its basic styles with more fashion-oriented
items. Fashion products range in style from contemporary sportswear to casual
apparel and include colored denim items, pants, shirts, jackets and knitwear,
made of a variety of materials including fine cotton, man-made fabric and
leather. A limited number of best-selling fashion items in a collection may be
included in one or more subsequent collections, and a select few may be added to
the Company's basic styles.

In 1993, the Company expanded its line of women's apparel to include the
GUESS COLLECTION, a collection of women's skirts, tops, jackets, blazers and
blouses incorporating a sophisticated combination of colors and styles. The
GUESS COLLECTION was introduced exclusively through Guess stores and, based upon
positive consumer reaction, the Company expanded distribution of the GUESS
COLLECTION to selected better department stores for shipment in the 1996 Fall
season. The GUESS COLLECTION appeals to the contemporary segment of the apparel
market and will generally be sold in separate selling areas from other Guess
denim and casual apparel.

LICENSED PRODUCTS. The high level of desirability of the GUESS brand name
among consumers has allowed the Company to selectively expand its product
offerings through licensing arrangements. The Company currently has 26
licensees. Sales of licensed products (as reported to the Company by its
licensees) have grown from $451.7 million in 1993 to $736.5 million in 1995. The
Company's net royalties from such sales and fees from new licensees increased
from $28.8 million in 1993 to $46.4 million in 1995. Approximately 48.1% of the
Company's net royalties was derived from its top four licensed product lines.
These product lines are GUESS WATCHES (18.9% of 1995 net royalties), BABY GUESS
(12.3%), GUESS KIDS (9.2%) and GUESS EYEWEAR (7.7%).

GUESS WATCHES have been manufactured and distributed since 1983. The GUESS
WATCH line includes approximately 408 styles of watches for men, women and
children, and clocks. Retail prices range from approximately $55 to $125. In
1996, an upscale, higher-priced line of watches is planned to be introduced at a
retail price range of $175 to $250.

The BABY GUESS and GUESS KIDS product lines include infants', boys' and
girls' clothing, accessories, infant layette items and baby hair care products.
These products retail for $4.50 to $70 and are sold domestically in
free-standing licensed stores, better department stores and through distributors
in Asia.

GUESS EYEWEAR is manufactured and distributed worldwide. The eyewear line
offers styles ranging in retail price from $37 to $200. Guess eyewear is sold
through optical specialty and department stores.

34
<PAGE>
Guess also licenses a range of other products, including men's apparel,
women's knitwear, footwear, activewear, athleticwear, leather goods, neckwear,
jewelry and a home collection. Most of these licenses have been granted since
1993 and are in their early stage of development.

DESIGN

The enduring strength of the GUESS brand name and image is partially due to
the Company's consistent emphasis on innovative and distinctive design. For the
past 15 years, the Guess design teams have anticipated and adapted to changing
consumer tastes while retaining the distinctive Guess image. Under the direction
of Maurice Marciano, Guess garments are designed by an in-house staff of four
design teams (men's, women's, GUESS COLLECTION and Guess Europe) located in Los
Angeles and Florence, Italy. Guess design teams travel around the world in order
to monitor fashion trends and discover new fabrics. Fabric shows in Europe and
the United States provide additional opportunities to discover and sample new
fabrics. These fabrics, together with the trends uncovered by the Company's
designers serve as the primary source of inspiration for the Company's lines and
collections. The Company also maintains a fashion library consisting of antique
and contemporary garments as an additional source of creative concepts. In
addition, design teams regularly meet with members of the sales, merchandising
and retail operations to further refine the Company's products in order to meet
the particular needs of the Company's markets. Many Guess products are developed
using computer-aided design equipment which allows a designer to view and modify
two- and three-dimensional images of a new design. By the end of 1996, the
Company intends to link its Los Angeles and Florence design centers
electronically so that individual designs may be accessed, modified and shared
by designers in both locations. After working prototypes of each garment are
prepared and reviewed, the pattern makers oversee the final production of each
garment's pattern. As of March 31, 1996, the Company's design department
employed 130 persons, approximately 27 of whom were designers and assistant
designers.

Licensed products are designed by both the Company and its licensees. A
separate design team of 12 associates works with the Company's licensees and all
licensee designs must be approved by the Company to ensure consistency with the
Guess image. See "-- Licensing Agreements and Terms."

DOMESTIC WHOLESALE CUSTOMERS

The Company's domestic wholesale customers consist primarily of better
department stores and select upscale specialty stores, which have the image and
merchandising expertise that Guess requires for the effective presentation of
its products. Leading wholesale customers include Federated Department Stores,
The May Department Stores Company, Dillard Department Stores, Inc. and select
upscale specialty stores. As of December 31, 1995, the Company sold its products
directly to approximately 2,700 retail doors in the United States and
approximately 350 doors in Italy.

A key element of the Company's merchandising strategy is the shop-in-shop
merchandising format, an exclusive selling area within a department store that
presents a full array of Guess products using Guess signage and fixtures. As of
December 31, 1995, there were approximately 1,160 shop-in-shops (excluding
shop-in-shops installed by licensees) that feature Guess products (other than
the GUESS COLLECTION) and the Company intends to increase the number of
shop-in-shops by approximately 80 by the end of 1996 and approximately an
additional 100 by the end of 1997. Guess also intends to establish GUESS
COLLECTION shop-in-shops, in addition to existing shop-in-shops, in selected
better department stores beginning in the Spring of 1997.

The Company's close wholesale customer relationships have been achieved
through innovative and effective marketing and merchandising and superior
customer service. As of March 31, 1996, the Company had 77 sales representatives
and 81 merchandise coordinators. The sales representatives are located in the
Company's showrooms in New York, Los Angeles, Dallas, Atlanta, Chicago, Hong
Kong, Milan and Florence. They coordinate with buyers for the Company's
customers to determine the inventory level and product mix that should be
carried in each store to maximize retail sell-through and enhance the customers'
profit margins. Such inventory level and product mix are then used as the basis
for developing sales projections and product needs for each wholesale customer.
In addition, Guess sales representatives monitor the inventories of customers,
which assists the Company in scheduling production. The merchandisers work with
the store to ensure the Company's products are appropriately displayed.

35
<PAGE>
Certain of the Company's domestic wholesale customers, including some under
common ownership, have accounted for significant portions of the Company's net
revenue. During 1995, Bloomingdale's, Macy's and affiliated stores owned by
Federated Department Stores together accounted for approximately 11.0% of the
Company's net revenue. During the same period, The May Company and Dillard's
accounted for approximately 7.7% and 7.3% of the Company's net revenue,
respectively. See "Risk Factors -- Dependence on Certain Customers and
Licensees."

DOMESTIC RETAIL OPERATIONS

As of March 31, 1996, the Company's domestic retail operations consisted of
64 retail and 47 factory outlet stores operated directly by Guess in the United
States, which principally sell GUESS label products. Guess retail stores outside
the United States, with the exception of the Company-owned store in Florence,
Italy, are owned and operated by the Company's distributors and licensees. See
"-- International Business." Since the beginning of 1993 through March 31, 1996,
the Company has opened a total of 35 retail and 30 factory outlet stores and has
closed 10 retail and five factory outlet stores. The percentage of net revenue
generated by the retail network has increased from 19.3% to 38.5% of the
Company's net revenue from product sales from 1992 through 1995.

The Company's retail management team has recently refined the Company's
strategy to improve the productivity of its retail network by establishing new
models for optimal store size, design and construction costs as well as staffing
levels. In addition, in late 1995, the Company began to improve the
merchandising mix in its stores and implemented sophisticated information
systems to improve inventory management. The Company believes that the
implementation of these initiatives contributed to the increase in comparable
retail and factory outlet store net revenue of 16.7% in the first quarter of
1996.

RETAIL STORES. The Company's 64 domestic retail stores typically range in
size from approximately 3,400 to 8,500 square feet, with 61 locations in
regional shopping malls and three stand-alone stores in areas of high foot
traffic. The retail stores are located in 20 states with approximately an equal
number of stores on both the East and West Coasts. Of the retail stores on the
West Coast, 22 are located in California. The Company's retail stores carry a
full assortment of men's and women's Guess merchandise, including most of its
licensed products. Distribution through its own retail stores allows the Company
to influence the merchandising and presentation of its products and to test
market new product concepts. The Company's strategy is to increase its domestic
sales by selectively expanding its network of retail stores and by increasing
the productivity of its existing stores. Over the past year, Guess has
significantly strengthened its retail operations management through the
selective hiring of experienced well-respected retail professionals.

The Company intends to continue to locate its stores in regional malls with
a smaller number of flagship stores in major cities. As of March 31, 1996, the
Company had opened two retail stores in 1996. The Company intends to open
approximately five additional retail stores during the remainder of 1996 and 15
additional retail stores during 1997. The Company is currently completing the
closure of three retail stores, the costs of which closures were reserved for in
1995. The Company does not currently expect that it will be closing additional
retail stores during the next 12 months.

FACTORY OUTLET STORES. The Company's 47 factory outlet stores typically
range in size from approximately 2,100 to 7,500 square feet and are located in
outlet malls and strip centers outside the shopping radius of the Company's
wholesale customers and its retail stores. The factory outlet stores are located
in 27 states, with no major concentration in any one state. These stores sell
selected styles of Guess apparel and licensed products at a discount to
value-conscious customers, enabling the Company to effectively control the
distribution of its excess inventory, thereby protecting the Guess image. The
Company plans to open one and close one factory outlet store in 1996. The
Company has no plans to open additional factory outlet stores in 1997.

INTERNATIONAL BUSINESS

Given the high level of GUESS brand awareness in countries outside the
United States, the Company believes that international distribution of GUESS
brand products represents a significant opportunity to

36
<PAGE>
increase revenue and profits. This awareness is partially a result of the
substantial international advertising undertaken by the Company in advance of
distributing products to these locations. Although Guess is in the early stages
of its international expansion, GUESS brand products are currently sold in over
70 countries.

Guess derives net revenue and earnings from outside the United States from
three principal sources: (i) sales of GUESS brand apparel directly to 12 foreign
distributors who distribute such apparel to better department stores, upscale
specialty retail stores and Guess-licensed retail stores operated by Guess
distributors or licensees, (ii) royalties from licensees who manufacture and
distribute GUESS brand products outside the United States and (iii) sales of
GUESS brand apparel by Guess Europe directly to upscale retail stores in Italy.

Since 1991, the Company has been selling its products through distributors
and licensees in Asia, the Middle East and Australia. In 1993, the Company
opened a design studio, sourcing office, sales office and warehouse in Italy and
in 1994 began sourcing, marketing and distributing products directly in Italy
and executed a distribution agreement for Spain. Recently, Guess has entered
into distribution agreements for Belgium, Greece and Hungary, and is in the
process of negotiating additional arrangements in Europe and elsewhere including
the United Kingdom, Israel, Holland and Turkey.

As of March 31, 1996, 164 Guess retail stores were operated internationally,
111 of which were operated by 13 licensees and 53 of which were operated by
eight distributors. The Company's distribution and license agreements generally
provide detailed guidelines for store fittings, fixtures, merchandising and
marketing programs and the appearance, merchandising and service standards of
these stores are closely monitored to ensure the Guess image is maintained. The
Company has been advised by its distributors and licensees that they plan to
establish approximately 35 new distributor-operated stores and approximately 21
licensee-operated stores, respectively, by the end of 1996, and approximately an
additional 45 new distributor-operated stores and approximately 39
licensee-operated stores, respectively, by the end of 1997. Guess also owns and
operates a flagship Guess retail store located in Florence, Italy. As of
December 31, 1995, there were approximately 220 shop-in-shops for GUESS brand
products in stores outside the United States. See "Risk Factors -- Foreign
Operations and Sourcing -- Import Restrictions."

LICENSING AGREEMENTS AND TERMS

The Company carefully selects and maintains tight control over its
licensees. In evaluating a potential licensee, the Company considers the
experience, financial stability, manufacturing performance and marketing ability
of the proposed licensee and evaluates the marketability and compatibility of
the proposed products with other GUESS brand merchandise. The Company's license
agreements generally cover three years with an option to renew prior to
expiration for an additional multi-year period. In addition to licensing
products which complement the Company's apparel products, Guess has granted
licenses for the manufacture and sale of GUESS branded products similar to the
Company's, including men's and women's denim and knitwear, in markets such as
Canada, Argentina, Mexico, the Philippines, South Korea, Brazil and Japan.
Licenses granted to certain licensees which have produced high-quality products
and otherwise have demonstrated exceptional operating performance, such as GUESS
WATCHES and BABY GUESS, have been renewed repeatedly and in some cases expanded
to include new products or markets. The typical license agreement requires that
the licensee pay the Company the greater of a royalty based on a percentage of
the licensee's net sales of licensed products or a guaranteed minimum royalty
that typically increases over the term of the license agreement. Generally,
licensees are required to spend a percentage of the net sales of licensed
products for advertising and promotion of the licensed products. In addition,
certain foreign licensees are required to contribute toward the protection of
the Company's trademarks within the territories granted to such licensees,
thereby assisting Guess in its efforts to prevent counterfeiting and other
trademark infringement in such countries.

The Company's licensing department strictly monitors product design,
development, merchandising and marketing. All GUESS brand products, advertising,
promotional and packaging materials must be approved in advance by Guess. The
licensing department meets regularly with licensees to ensure consistency with
Guess's overall marketing, merchandising and design strategies, and to ensure
uniformity and quality control. See "Risk Factors -- Dependence upon Certain
Customers and Licensees."

37
<PAGE>
ADVERTISING, PUBLIC RELATIONS AND MARKETING

The Company's advertising, public relations and marketing strategy is to
promote a consistent high impact image which endures regardless of changing
consumer trends. Since the Company's inception, Paul Marciano has had principal
responsibility for the GUESS brand image and creative vision. All worldwide
advertising and promotional material is controlled through the Company's
Advertising Department based in Los Angeles, while Guess Public Relations and
Special Events are based in New York. GUESS JEANS, GUESS U.S.A. and GUESS INC.
images have been showcased in international print campaigns in dozens of major
magazines, on billboards, bus shelters and telephone kiosks, on television and
most recently in movie theaters throughout the United States.

ADVERTISING. The Company's advertising strategy is designed to promote the
Guess image rather than focus on specific products. The Company's distinctive
black and white print advertisements have garnered prestigious awards, including
CLIO, BELDING and MOBIUS awards for creativity and excellence. Such awards,
which the Company has received on numerous occasions since 1986, are generally
awarded on the basis of the judgment of prominent members of the advertising
industry. Guess has maintained a high degree of consistency in its
advertisements, using similar themes and images. The Company requires its
licensees and distributors to invest a percentage of their net sales of licensed
products and net purchases of Guess products, respectively, in advertising,
promotion and marketing. From 1992 through 1995, the Company's advertising
expenditures, together with amounts spent by its licensees and its distributors
(as reported to the Company by such licensees and distributors), exceeded $160.0
million.

The Company's in-house Advertising Department is responsible for media
placement of all advertising worldwide including that of its licensees. The
Company uses a variety of media, primarily black and white print and outdoor
advertising in various countries. The Company has focused advertisement
placement in national and international contemporary fashion/beauty and
lifestyle magazines including VOGUE, GLAMOUR, VANITY FAIR, HARPERS BAZAAR, ELLE,
W and DETAILS. By retaining control over its advertising programs, the Company
is able to maintain the integrity of the GUESS brand image while realizing
substantial cost savings compared to the use of outside agencies. The Company's
Advertising Department consisted of 10 employees as of March 31, 1996.

PUBLIC RELATIONS. The Company's Public Relations Department is responsible
for communicating the Guess image to the public and news media worldwide. The
Public Relations Department also coordinates local publicity and special events
programs for the Company and its licensees, including in-store Guess model and
celebrity appearances and fashion shows. The Guess Public Relations Department
consisted of seven full time employees as of March 31, 1996.

MARKETING. The Company utilizes various additional marketing tools such as
corporate mailers, videos, newsletters, special events and a toll free Guess
number to assist customers worldwide in finding Guess retail locations. The
Company also produces 200,000 copies of the GUESS JOURNAL, a full color,
oversized semi-annual magazine available in retail stores worldwide or through
the Guess mailing list. The GUESS JOURNAL features trends in the arts, travel
destinations, candid celebrity profiles, philanthropic events and Guess product
information.

The Company further strengthens communications with customers through the
WORLD OF GUESS, the Company's Internet site on the World Wide Web. This global
medium enables the Company to provide timely information in an entertaining
fashion on the Company's history, Guess products and store locations to
consumers and allows the Company to receive and respond directly to customer
feedback.

SOURCING AND PRODUCT DEVELOPMENT

The Company sources products through numerous suppliers, many of whom have
established relationships with the Company. The Company seeks to achieve the
most efficient means for the timely delivery of its high quality products and
continues to rebalance its sourcing by region in response to increasing demand
within each region. The Company's fabric specialists work with fabric mills in
the United States, Europe and Asia to develop woven and knitted fabrics that
enhance the products' comfort, design and appearance. For a substantial portion
of the Company's apparel products, fabric purchases take place generally four to
five

38
<PAGE>
months prior to the corresponding selling season. Apparel production (cut,
manufacture and trim) generally begins after the Company has received customer
orders. Delivery of finished goods to customers occurs approximately 90 to 120
days after receipt of customers' orders.

The Company engages both domestic and foreign contractors for the production
of its products. During 1995, the Company purchased approximately 77% of its raw
materials, labor and finished goods in the United States, 18% in Hong Kong,
Taiwan, South Korea and other Asian countries, 4% in Europe, and 1% elsewhere.
The production and sourcing staffs in Los Angeles and Italy oversee all aspects
of fabric acquisition, apparel manufacturing, quality control and production, as
well as researching and developing new sources of supply. The Company operates
product sourcing and quality control offices in Los Angeles, Hong Kong and
Florence.

The Company does not own any production equipment other than cutting,
silkscreen and embroidery machinery. The Company's apparel products are produced
for the Company by approximately 80 different contractors. None of the
contractors engaged by the Company accounted for more than 10% of the Company's
total production during 1995. The Company has long-term relationships with many
of its contractors, although it does not have written agreements with them. The
Company uses a variety of raw materials, principally consisting of woven denim,
woven cotton and knitted fabrics and yarns. The Company must make commitments
for a significant portion of its fabric purchases well in advance of sales,
although the Company's risk is reduced because a substantial portion of the
Company's products (approximately 43% in 1995) are sewn in basic denim. See
"Risk Factors -- Foreign Operations and Sourcing; Import Restrictions," and "--
Dependence on Unaffiliated Manufacturers."

QUALITY CONTROL

The Company's quality control program is designed to ensure that all of the
Company's products meet the Company's high quality standards. The Company
monitors the quality of its fabrics prior to the production of garments and
inspects prototypes of each product before production runs are commenced. The
Company also performs random in-line quality control checks during and after
production before the garments leave the contractor. Final random inspections
occur when the garments are received in the Company's distribution centers. The
Company currently has 25 full-time personnel engaged in quality control located
in its Los Angeles office, five located in Hong Kong (who work for the joint
venture) and four in Florence, including two independent contractors. The
Company believes that its policy of inspecting its products at its distribution
centers and at the contractors' facilities is important in maintaining the
quality and reputation of its products. The Company also conducts inspections on
all licensed products.

The Company permits defective garments to be authorized for return for
credit by the purchasers. Less than 0.6% of the garments shipped by the Company
during each of the last three years has been returned under this policy.

WAREHOUSE AND DISTRIBUTION CENTERS

The Company utilizes distribution centers at three strategically located
sites. Two of the distribution centers are operated by the Company and one is
operated by an independent contractor. Distribution of the Company's products in
the United States is centralized in the Los Angeles facility operated by the
Company. The Company also operates a distribution center in Florence to service
Europe. The Company utilizes a contract warehouse in Hong Kong that services the
Pacific Rim.

The Company currently intends to open a contract warehouse in Northern
Europe for distribution to portions of Europe outside of Italy. The Company
anticipates that such warehouse will become operational during the first half of
1997.

In order to ensure that each of its retail customers receives merchandise in
satisfactory condition, substantially all Company products are processed through
one of the Company's distribution centers before delivery to the retail
customer. Each customer is assigned to one of the Company's distribution
centers, depending on the customer's location.

39
<PAGE>
At its distribution center in Los Angeles, the Company has also developed a
fully integrated and automated distribution system. The bar code scanning of
merchandise, picking tickets and distribution cartons, together with radio
frequency communications, provide timely, controlled, accurate and instantaneous
updates to the distribution information systems.

COMPETITION

The apparel industry is highly competitive and fragmented, and is subject to
rapidly changing consumer demands and preferences. The Company believes that its
success depends in large part upon its ability to anticipate, gauge and respond
to changing consumer demands and fashion trends in a timely manner and upon the
continued appeal to consumers of the Guess image. Guess competes with numerous
apparel manufacturers and distributors (including Calvin Klein, Ralph Lauren,
DKNY, Tommy Hilfiger and Nautica). Moreover, several well-known designers have
recently entered or re-entered the designer denim market with products generally
priced lower than the Company's designer jeans products. The Company's retail
and factory outlet stores face competition from other retailers. Additionally,
the Company encounters substantial competition from department stores, including
some of the Company's major retail customers. The Company's licensed apparel and
accessories also compete with a substantial number of designer and non-designer
lines. Many of the Company's competitors have greater financial resources than
Guess. The Company's licensed products also compete with various other
well-known consumer brands. Although the level and nature of competition differ
among its product categories, Guess believes that it competes on the basis of
its brand image, quality of design and workmanship and product assortment.

TRADEMARKS

The Company's trademarks include GUESS?, GUESS, GUESS? AND TRIANGLE DESIGN,
BABY GUESS, GUESS KIDS, GUESS U.S.A. and GUESS COLLECTION. As of March 31, 1996,
the Company had more than 1,500 U.S. and international registered trademarks or
trademark applications pending with the trademark offices of the United States
and over 137 countries around the world. From time to time, the Company adopts
new trademarks in connection with the marketing of new product lines. The
Company considers its trademarks to have significant value in the marketing of
its products and, since shortly after the Company's inception, has acted
aggressively to register and protect its trademarks worldwide.

Like many well-known brands, the Company's trademarks are subject to
infringement. Guess has a staff devoted to the monitoring and aggressive
protection of its trademarks worldwide, which uses, among other things,
available legal remedies to prevent unauthorized use of its trademarks.

MANAGEMENT INFORMATION SYSTEMS

The Company believes that advanced information processing is essential to
maintaining its competitive position. Consequently, over the past three years
(ending December 31, 1995), the Company has invested over $20.0 million in
upgrading its management information systems. The Company is implementing
systems which allow areas of the business to be more pro-active to customer
requirements, to improve internal communication flow, to increase process
efficiency, and to support management decisions.

The Company's systems provide, among other things, comprehensive order
processing, production, accounting and management information for the marketing,
selling, manufacturing, retailing and distribution functions of the Company's
business. The Company has developed a sophisticated software program that
enables the Company to track, among other things, orders, manufacturing
schedules, inventory and sales of Guess products. The program includes a
centralized management information system which provides the various operating
departments with integrated financial, sales, inventory and distribution related
information.

Computer-aided-design ("CAD") systems are utilized within both the design
and marking and grading departments to develop fabrics and styles. The Company
has these systems in place both domestically and internationally, allowing for
this information to be shared. All style and fabric information is maintained in
a line management system which streamlines communication between the design,
sales and production departments.

40
<PAGE>
The Company is a Quick Response ("QR") vendor which, via electronic data
interchange ("EDI"), provides for customer orders to be shipped from 24 to 72
hours from the time of order receipt. The Company currently receives EDI orders
on a worldwide basis, including its Singapore and London distributors. The
Company's integrated and automated distribution system, utilizing bar code
scanning of merchandise, pick tickets and shipping cartons, together with radio
frequency communications, provide controlled, accurate, and instantaneous
updates to the distribution information system.

The retail systems allow for rapid stock replenishment, concise merchandise
planning, and inventory accounting and control practices. The Company has
installed sophisticated point-of-sale registers in Guess retail and factory
outlet stores and is in the process of installing a computer network for such
stores that will enable the Company to track inventory from store receipt to
final sales.

WHOLESALE BACKLOG

The Company maintains a model stock program in its basic denim products
under which Guess can replenish a customer's inventory within 48 hours. Guess
generally receives orders for its fashion apparel three to five months prior to
the time the products are delivered to stores. The bulk of the fashion product
orders are received after test markets for the Fall and Spring seasons. As of
June 30, 1996, the Company had unfilled wholesale orders, consisting primarily
of orders for fashion apparel, of approximately $83.3 million, compared to $85.9
million of such orders as of July 2, 1995. Guess expects to fill substantially
all of these orders in 1996. The backlog of wholesale orders at any given time
is affected by a number of factors, including seasonality and the scheduling of
manufacturing and shipment of products. Accordingly, a comparison of backlogs of
wholesale orders from period to period is not necessarily meaningful and may not
be indicative of eventual actual shipments.

EMPLOYEES

Guess believes that its employees ("associates") are one of its most
valuable resources. As of March 31, 1996, there were approximately 2,600
associates. Total associates include approximately 1,100 in wholesale operations
and approximately 1,500 in retail operations.

Guess is not a party to any labor agreements and none of its associates is
represented by a labor union. The Company considers its relationship with its
associates to be good and has not experienced any interruption of its operations
due to labor disputes. In addition, the Company was among the first in the
apparel industry to implement a program to monitor the compliance of
subcontractors with Federal minimum wage and overtime pay requirements. See
"Risk Factors -- Dependence on Unaffiliated Manufacturers."

PROPERTIES

Certain information concerning Guess's principal facilities, all of which
are leased, is set forth below:

<TABLE>
<CAPTION>
APPROXIMATE AREA
LOCATION USE IN SQUARE FEET
- ------------------------------- ----------------------------------------------- ----------------
<S> <C> <C>
1444 South Alameda Street Principal executive and administrative offices, 514,000
Los Angeles, California design facilities, sales offices, distribution
and warehouse facilities, production control,
sourcing
1385 Broadway Administrative offices, public relations, 30,000
New York, New York showrooms
Kowloon, Hong Kong Distribution, showrooms, licensing coordination 3,000
control
Milan, Italy Showrooms 1,800
Florence, Italy Administrative offices, design facilities, 17,200
production control, sourcing, retail,
distribution and warehouse facility
</TABLE>

The Company's corporate, wholesale and retail headquarters and its
production, warehousing and distribution facilities are located in Los Angeles,
California and consist of seven adjacent buildings totaling

41
<PAGE>
approximately 514,000 square feet. Certain of these facilities are leased from
limited partnerships in which the sole partners are the Principal Stockholders
pursuant to leases that expire in July 2008. The total lease payments to these
limited partnerships are $208,000 per month with aggregate minimum lease
commitments at December 31, 1995 totaling approximately $32.7 million. See
"Certain Transactions."

In addition, Guess leases its showrooms, advertising, licensing, sales and
merchandising offices, remote warehousing facility and retail and factory outlet
store locations under non-cancelable operating lease agreements expiring on
various dates through November 2007. These facilities are located principally in
the United States, with aggregate minimum lease commitments, at December 31,
1995, totaling approximately $135.8 million. The current terms of the Company's
store leases, including renewal options, expire as follows:

<TABLE>
<CAPTION>
NUMBER
YEARS LEASE TERMS EXPIRE OF STORES
- ------------------------------------------------------------------------------------ -------------
<S> <C>
1995-1997......................................................................... 3
1998-2000......................................................................... 9
2001-2003......................................................................... 22
2004-2006......................................................................... 65
2007-2009......................................................................... 11
2010-2012......................................................................... 2
</TABLE>

Guess believes that its existing facilities are well maintained, in good
operating condition and are adequate to support its present level of operations.
See "Certain Transactions." See Notes 8 and 9 of Notes to Financial Statements
for further information regarding current lease obligations.

ENVIRONMENTAL MATTERS

The Company is subject to federal, state and local laws, regulations and
ordinances that (i) govern activities or operations that may have adverse
environmental effects (such as emissions to air, discharges to water, and the
generation, handling, storage and disposal of solid and hazardous wastes) or
(ii) impose liability for the costs of clean up or other remediation of
contaminated property, including damages from spills, disposals or other
releases of hazardous substances or wastes, in certain circumstances without
regard to fault. Certain of the Company's operations routinely involve the
handling of chemicals and wastes, some of which are or may become regulated as
hazardous substances. The Company has not incurred, and does not expect to
incur, any significant expenditures or liabilities for environmental matters. As
a result, the Company believes that its environmental obligations will not have
a material adverse effect on its results of operations.

LITIGATION

Guess is a party to various claims, complaints and other legal actions that
have arisen in the ordinary course of business from time to time. The Company
believes that the outcome of all pending legal proceedings, in the aggregate,
will not have a material adverse effect on the Company's financial condition or
results of operations.

42
<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information as of July 1, 1996
concerning the directors and executive officers of the Company:

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------- --- ---------------------------------------------------------------------------
<S> <C> <C>
Maurice Marciano 47 Chairman of the Board and Chief Executive Officer
Paul Marciano 44 President, Chief Operating Officer and Director
Armand Marciano 51 Senior Executive Vice President, Secretary and Director
Ken Duane 39 President of Worldwide Sales -- Corporate
Roger Williams 48 Executive Vice President and Chief Financial Officer
Andrea Weiss 41 President of Retail Operations
Michael Wallen 43 President, Retail Merchandising
</TABLE>

Pursuant to the Stockholders' Agreement described herein under "Certain
Transactions," the Principal Stockholders have agreed to vote their shares of
Common Stock to elect each of Maurice, Paul and Armand Marciano, or one designee
of any such person (if such designee shall be reasonably acceptable to the other
Principal Stockholders), to the Board of Directors. Maurice, Paul and Armand
Marciano are brothers. Maurice, Paul and Armand Marciano have worked together in
the fashion industry for the last 25 years.

MAURICE MARCIANO, who was one of the founders of the Company in 1981, has
served as Chairman of the Board and Chief Executive Officer of the Company since
August 1993. Mr. Marciano had served as President of the Company from June 1990
to September 1992 and as Executive Vice President from 1981 until June 1990. Mr.
Marciano's responsibilities include the design direction of the Company, sales
and merchandising, manufacturing and production as well as financial aspects of
the Company. In addition, Mr. Marciano leads the marketing side of the business
with Mr. Paul Marciano. Mr. Marciano has been a Director of the Company since
1981 (except for the period from January 1993 to May 1993). From February 1993
to May 1993, Mr. Marciano was Chairman and Chief Executive Officer and a
Director of Pepe Clothing USA, Inc.

PAUL MARCIANO joined the Company two months after its inception in 1981 and
has served as creative director for Guess advertising worldwide since that time.
He has served as President of the Company since September 1992 and as a Director
of the Company since 1990. Mr. Marciano's responsibilities have included direct
supervisory responsibility for international expansion, licensing, the legal
department, MIS and developing the Advertising Department. Mr. Marciano is
recognized for shaping the direction and look of the Company's advertising and
creating the Company's signature image. Mr. Marciano served as Senior Executive
Vice President of the Company from August 1990 to September 1992.

ARMAND MARCIANO joined the Company two months after its inception in 1981
and has served as Senior Executive Vice President of the Company since November
1992. Mr. Marciano has direct supervisory responsibility for the Company's
domestic retail and factory outlet stores. In addition, Mr. Marciano is
responsible for the manufacturing, distribution, customer service and European
exports aspects of the business. Mr. Marciano has been a Director and Secretary
of the Company since 1983. From July 1988 to 1992, Mr. Marciano served as
Executive Vice President of the Company.

KEN DUANE joined the Company as President of Worldwide Sales -- Corporate in
June 1996. From June 1990 to June 1996, Mr. Duane served as Executive Vice
President Sales and Marketing for Nautica International. Mr. Duane had served as
a Senior Vice President Sales and Marketing for Hugo Boss International from
October 1985 to July 1990 and prior to that time was a Vice President and
National Sales Manager for J. Schoeneman/Burberry's beginning June 1981.

ROGER WILLIAMS has been the Executive Vice President and Chief Financial
Officer of the Company since March 1994. From October 1992 to February 1994, he
served as Executive Vice President and Chief Financial Officer of The Donna
Karan Company. From July 1990 to October 1992, he was Executive Vice

43
<PAGE>
President -- Operations and Chief Financial Officer of Authentic Fitness
Corporation, a company formed in 1990 to acquire substantially all of the
Activewear division of Warnaco, Inc., where Mr. Williams served in various
capacities (ending with Senior Vice President and Chief Financial Officer) from
May 1986 to June 1990. Since August 1994, Mr. Williams has served as a Director
of Nantucket Industries, Inc.

ANDREA WEISS joined Guess as President of Retail Operations for the Guess
Retail and Factory Division in January 1996. Ms. Weiss was Senior Vice President
and Director of Stores for Ann Taylor Stores and Ann Taylor Studio Shoe Stores,
and an officer of Ann Taylor Stores Corporation, from July 1992 to February
1996. From March 1990 to July 1992, she was Director of Merchandise Operations
for the Walt Disney World Resort, a division of The Walt Disney Company. From
November 1987 to April 1990, she was Senior Vice President of Operations for the
Naragansett Clothing Company, a specialty women's apparel retailer. Ms. Weiss
sits on the Board of Common Ground, a non-profit organization.

MICHAEL WALLEN has been President, Retail Merchandising since May 1995. From
October 1993 to April 1995, Mr. Wallen served as Executive Vice President of G.
H. Bass & Company, a division of Phillips-Van Heusen Corporation. From January
1992 to August 1993, he served as President of Merchandising of Macy's West, a
division of R. H. Macy & Co., Inc. From January 1988 to January 1992, Mr. Wallen
served as Senior Vice President of Macy's California, Inc., a subsidiary of R.
H. Macy & Co., Inc. Mr. Wallen began his professional career with R. H. Macy &
Co., Inc. in New York and spent 19 years with the firm.

BOARD OF DIRECTORS

The Company's Board of Directors is currently comprised of Maurice, Paul and
Armand Marciano. Shortly following the consummation of the Offerings, the
Company intends to appoint two directors who are neither officers nor employees
of the Company or its affiliates and, within one year following consummation of
the Offerings, to appoint an additional two such directors.

Upon the appointment of the first two additional directors, the Board of
Directors will establish an Audit Committee and a Compensation Committee. The
Audit Committee will be responsible for recommending to the Board of Directors
the engagement of the independent auditors of the Company and reviewing with the
independent auditors the scope and results of the audits, the internal
accounting controls of the Company, audit practices and the professional
services furnished by the independent auditors. The Compensation Committee will
be responsible for reviewing and approving all compensation arrangements for
officers of the Company, and will also be responsible for administering the 1996
Equity Plan.

The Company's Board of Directors is divided into three classes. Directors of
each class will be elected at the annual meeting of stockholders held in the
year in which the term for such class expires and will serve thereafter for
three years. The first class, whose term will expire at the first annual meeting
after the Offerings, currently consists of Armand Marciano; the second class,
whose term will expire at the second annual meeting after the Offerings,
currently consists of Paul Marciano; and the third class, whose term will expire
at the third annual meeting after the Offerings, currently consists of Maurice
Marciano. For further information on the effect of the classified Board of
Directors, see "Description of Capital Stock -- Certain Certificate of
Incorporation, Bylaws and Statutory Provisions Affecting Stockholders."

The General Corporation Law of the State of Delaware (the "Delaware
Corporation Law") provides that a company may indemnify its directors and
officers as to certain liabilities. The Company's Restated Certificate of
Incorporation and Restated Bylaws provide for the indemnification of its
directors and officers to the fullest extent permitted by law, and the Company
intends to enter into separate indemnification agreements with each of its
directors and officers to effectuate these provisions and to purchase directors'
and officers' liability insurance. The effect of such provisions is to
indemnify, to the fullest extent permitted by law, the directors and officers of
the Company against all costs, expenses and liabilities incurred by them in
connection with any action, suit or proceeding in which they are involved by
reason of their affiliation with the Company. See "Description of Capital Stock
- -- Certain Certificate of Incorporation, Bylaws and Statutory Provisions
Affecting Stockholders -- Director and Officer Indemnification."

44
<PAGE>
COMPENSATION OF DIRECTORS

Directors who are employees of the Company receive no compensation for
serving on the Board of Directors. It is expected that directors who are not
employees of the Company will receive an annual retainer fee of $15,000 for
their services and attendance fees of $1,000 per meeting. All directors are
reimbursed for expenses incurred in connection with attendance at board or
committee meetings.

In addition, pursuant to the Directors' Plan, each non-employee director of
the Company, upon joining the Board of Directors, will receive non-qualified
options to purchase 10,000 shares of Common Stock and will receive non-qualified
options to purchase an additional 3,000 shares of Common Stock on the first day
of each fiscal year thereafter. The exercise price of such options will be equal
to 85% of the fair market value of the Common Stock on the respective date of
grant, the term of the options will be ten years, and the options will become
exercisable in 25% installments on each of the first four anniversaries of the
date of grant. See "-- 1996 Non-Employee Directors' Stock Option Plan."

EXECUTIVE COMPENSATION

The following table sets forth each component of compensation paid or
awarded to, or earned by, the Chief Executive Officer and the four most highly
compensated executive officers other than the Chief Executive Officer serving as
of December 31, 1995 (the "Named Executive Officers") for the fiscal years ended
December 31, 1993, 1994 and 1995.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1) COMPENSATION (2)
- ------------------------------------ --------- ------------ ------------ ------------------- -------------------
<S> <C> <C> <C> <C> <C>
Maurice Marciano 1995 $ 2,000,000 $ 1,200,000 $ 378,230 $ 2,250
Chairman of the Board and Chief 1994 2,000,000 1,950,000 438,990 2,250
Executive Officer (3) 1993 653,846 728,097 -- 2,250
Paul Marciano 1995 1,560,000 900,000 192,464 2,250
President and Chief Operating 1994 1,560,000 2,250,000 343,317 2,250
Officer 1993 1,560,000 3,700,485 33,302 2,250
Armand Marciano 1995 742,306 900,000 202,512 2,250
Senior Executive Vice President 1994 600,000 1,800,000 278,041 2,250
1993 599,997 3,700,485 32,743 2,250
Roger Williams 1995 450,000 -- 30,620 2,250
Executive Vice President and Chief 1994 342,308 100,000 147,152 --
Financial Officer
Michael Wallen (4) 1995 246,154 25,000 55,792 --
President, Retail Merchandising
</TABLE>

- ------------------------

(1) Amounts of 1995 Other Annual Compensation in excess of 25% of the total
indicated for such executive officer include the following: (i) $192,256,
$55,720 and $65,230 for transportation for Maurice Marciano, Paul Marciano
and Armand Marciano, respectively, (ii) $179,000, $130,000, $130,000 and
$18,400 for life insurance for Maurice Marciano, Paul Marciano, Armand
Marciano and Roger Williams, respectively, and (iii) $55,701 for relocation
and other housing related expenses for Michael Wallen.
Amounts of 1994 Other Annual Compensation in excess of 25% of the total
indicated for such executive officer include the following: (i) $248,103 and
$89,012 for transportation for Maurice Marciano and Paul Marciano,
respectively, (ii) $184,088, $212,026 and $207,115 for life insurance for
Maurice Marciano, Paul Marciano and Armand Marciano, respectively, and (iii)
$119,059 for relocation and other housing related expenses for Roger
Williams.
Amounts of 1993 Other Annual Compensation in excess of 25% of the total
indicated for such executive officer include $33,302 and $32,743 for
transportation for Paul Marciano and Armand Marciano, respectively.

(FOOTNOTES CONTINUE ON THE FOLLOWING PAGE)

45
<PAGE>
(CONTINUED FROM PRIOR PAGE)

(2) Includes contributions to the Company's 401(k) Savings Plan dated January 1,
1992, by the Company for such executive officers.

(3) Mr. Marciano rejoined the Company in August 1993.

(4) Mr. Wallen joined the Company in May 1995.

EMPLOYMENT AGREEMENTS

The Company has entered into individual employment agreements (the
"Executive Employment Agreements") with each of Maurice Marciano, Paul Marciano
and Armand Marciano (the "Executives"). The initial term of the Executive
Employment Agreements begins on the date of this Prospectus (the "Effective
Date") and will terminate on the third anniversary of the Effective Date. The
Executive Employment Agreements will automatically extend after the initial term
for successive one-year terms, unless notice not to extend is given by either
party at least 90 days prior to the end of the then current term. The Executive
Employment Agreements provide for an annual base salary of $900,000, $900,000
and $650,000 for Maurice Marciano, Paul Marciano and Armand Marciano,
respectively, which may be increased based on annual reviews by the Compensation
Committee. In addition, the Executive Employment Agreements provide for annual
bonuses to be determined in accordance with the Company's Bonus Plan (as defined
below), with a minimum expected target bonus equal to 100% of base salary.
Commencing on the expiration of the term of the Executive Employment Agreement,
or earlier should the Executive Employment Agreement be terminated other than
due to the Executive's death or for cause (as defined in the Executive
Employment Agreements), the Company and Maurice Marciano, Paul Marciano or
Armand Marciano, as the case may be, will enter into a two-year consulting
agreement under which such Executive will render certain consulting services for
which the Company will pay an annual consulting fee equal to 50% of such
Executive's annual base salary, as in effect immediately prior to the
commencement of the consulting period. In addition, each Executive is entitled
to certain fringe benefits, including access to aircraft leased or owned by the
Company and full Company-paid health and life insurance for himself and his
immediate family during his lifetime. If any of the Executives is terminated
without cause or resigns for good reason (as such terms are defined in the
Executive Employment Agreements), then such Executive will receive as severance
his then current base salary and annual target bonus for the remainder of his
term of employment. The Executive will also continue to participate in
Company-sponsored health, life insurance and other fringe benefit plans and
programs during the severance period. Each Executive Employment Agreement
further provides that upon the death or permanent disability of the Executive,
such Executive (or his beneficiary) will receive a pro rata portion of his
annual target bonus for the year in which the Executive's death or permanent
disability occurs. The Executive Employment Agreements also include certain
noncompetition, nonsolicitation and confidentiality provisions.

The Company entered into an employment agreement with Ken Duane, dated as of
May 14, 1996 (the "Duane Agreement"), pursuant to which Mr. Duane will serve as
President of Worldwide Sales-Corporate for a term of three years. Under the
Duane Agreement, Mr. Duane is entitled to (i) a base salary of $550,000,
$600,000 and $650,000 in the first, second and third years of the term,
respectively; (ii) a guaranteed bonus of $250,000 in the first year of the term,
a performance bonus ranging from $100,000 to $300,000 in the second year of the
term and a performance bonus ranging from $100,000 to $325,000 in the third year
of the term; and (iii) participation in various health, life insurance and other
fringe benefit plans and programs maintained by the Company. Immediately prior
to the Offerings, Mr. Duane will be granted nonqualified options to purchase an
aggregate of 106,310 shares of Common Stock at an exercise price equal to the
initial public offering price per share. On the date of the Offerings, Mr. Duane
will be fully vested in options to purchase 35,437 shares. On June 3, 1998, Mr.
Duane will be fully vested in options to purchase an additional 35,436 shares
and on June 3, 1999, Mr. Duane will be fully vested in the remaining options to
purchase 35,437 shares. In addition, Mr. Duane will receive a cash payment of
$1.0 million prior to the Offerings. The Company does not anticipate recording
any compensation expense in connection with such options. If the Company
terminates Mr. Duane's employment other than for cause (as defined in the Duane
Agreement), he will be entitled to the balance of the compensation described
above, subject to mitigation. The Duane Agreement also includes certain
confidentiality provisions.

46
<PAGE>
The Company's employment agreement with Roger Williams (the "Williams
Agreement"), pursuant to which Mr. Williams serves as Executive Vice President
and Chief Financial Officer of the Company, expires on March 1, 1999. Under the
Williams Agreement, Mr. Williams is entitled to (i) a base salary (currently
$450,000 per year), subject to increase based upon an annual performance review
by the Board, (ii) an annual performance bonus based upon the profitability of
the Company of up to 50% of his base salary for such year and (iii)
participation in various health, life insurance and other fringe benefit plans
and programs maintained by the Company. Immediately prior to the Offerings, Mr.
Williams will be granted nonqualified stock options to purchase 200,000 shares
of Common Stock at an exercise price equal to the price per share at which
shares are sold in the Offerings. Portions of Mr. Williams's stock options will
vest and become exercisable each February 28 from 1997 through 1999, becoming
fully exercisable as of March 1, 1999. Certain termination of employment and
change of control events set forth in his employment agreement will accelerate
the vesting of his stock options or enable Mr. Williams to immediately exercise
his stock options to the extent then vested. In addition, if Mr. Williams's
employment is terminated by the Company other than for cause, or if he resigns
for good reason (as such terms are defined in the Williams Agreement), he will
be entitled (i) to receive a lump sum cash payment equal to the sum of his base
salary and his performance bonus for one year and (ii) to continue for the
one-year period following his termination to be covered, together with his
spouse and dependents, at the Company's expense, under all medical, health and
accident insurance or other such health care arrangements maintained for his
benefit immediately prior to such termination. Mr. Williams's employment
agreement also includes certain noncompetition, nonsolicitation and
confidentiality provisions.

The Company entered into an employment agreement with Andrea Weiss, dated
January 22, 1996 (the "Weiss Agreement"), pursuant to which Ms. Weiss will serve
as President of Retail Operations of the Company for a term of two years. Under
the Weiss Agreement, Ms. Weiss is entitled to (i) a base salary (currently
$375,000 per year); (ii) an annual performance bonus ranging from $125,000 to
$325,000, depending on the performance of the Retail Division of the Company;
and (iii) participation in various health, life insurance and other fringe
benefit plans and programs maintained by the Company. The Company has an option
to extend the term of employment for an additional two years. Upon consummation
of the Offerings, Ms. Weiss will be eligible to participate in the 1996 Equity
Plan at a level commensurate with her executive level of employment. See "--
1996 Equity Incentive Plan." If Ms. Weiss's employment is terminated by the
Company other than for cause at any time during the first two years of her
employment, she will be entitled to the balance of her salary for the two years
plus up to an additional six months' salary.

1996 EQUITY INCENTIVE PLAN

Prior to the consummation of the Offerings, the Company intends to adopt the
1996 Equity Plan. The 1996 Equity Plan will be administered by the Compensation
Committee upon establishment thereof, and by the Board prior to that time (the
"Committee"). The 1996 Equity Plan provides for the granting of incentive stock
options (within the meaning of Section 422 of the Code) and nonqualified stock
options, stock appreciation rights, restricted stock, performance units and
performance shares (individually, an "Award," or collectively, "Awards") to
those officers, and other key employees and consultants with potential to
contribute to the future success of the Company or its subsidiaries; PROVIDED,
that only employees may be granted incentive stock options. The Committee has
discretion to select the persons to whom Awards will be granted (from among
those eligible), to determine the type, size and terms and conditions applicable
to each Award and the authority to interpret, construe and implement the
provisions of the 1996 Equity Plan; PROVIDED, that in accordance with the
requirements under Section 162(m) of the Code, no participant may receive a
grant of stock options or stock appreciation rights with respect to more than
500,000 shares of Common Stock in any Plan year. The Compensation Committee's
decisions are binding on the Company and persons eligible to participate in the
1996 Equity Plan and all other persons having any interest in the 1996 Equity
Plan. It is presently anticipated that approximately 160 individuals will
initially participate in the 1996 Equity Plan.

The maximum number of shares of Common Stock that may be subject to Awards
under the 1996 Equity Plan, including Awards granted concurrently with the
Offerings, is 4,500,000 shares, subject to adjustment in accordance with the
terms of the 1996 Equity Plan. Common Stock issued under the 1996

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Equity Plan may be either authorized but unissued shares, treasury shares or any
combination thereof. Any shares of Common Stock subject to an Award which
lapses, expires or is otherwise terminated prior to the issuance of such shares
may become available for new Awards.

The following table shows the dollar value and number of Options awarded to
the individuals and groups listed below pursuant to the 1996 Equity Plan:

NEW PLAN BENEFITS
1996 EQUITY INCENTIVE PLAN

<TABLE>
<CAPTION>
DOLLAR
NAME VALUE($) NUMBER OF OPTIONS
- ------------------------------------------------------------------------------ -------------- ------------------
<S> <C> <C>
Maurice Marciano.............................................................. -- --
Paul Marciano................................................................. -- --
Armand Marciano............................................................... -- --
Roger Williams................................................................ -- 200,000(1)
Ken Duane..................................................................... -- 106,310(1)
Andrea Weiss.................................................................. -- 75,000(2)
Michael Wallen................................................................ -- 50,000(2)
Executive Group............................................................... -- 431,310
Non-Employee Director Group................................................... -- --
Non-Executive Officer Employee Group.......................................... -- 777,700(2)
</TABLE>

- ------------------------

(1) See "-- Employment Agreements" above for the vesting schedule of such
options.

(2) The date of grant of the options will be the date of the Offerings, and the
exercise price per share of such options will be the initial public offering
price of the Common Stock in the Offerings. Such options generally vest over
three or five-year periods, depending upon the employee's length of service
with the Company.

Set forth below is a description of the types of Awards which may be granted
under the 1996 Equity Plan:

STOCK OPTIONS. Options (each, an "Option") to purchase shares of Common
Stock, which may be nonqualified or incentive stock options, may be granted
under the 1996 Equity Plan at an exercise price (the "Option Price") determined
by the Committee in its discretion, PROVIDED that the Option Price of incentive
stock options may be no less than the fair market value of the underlying Common
Stock on the date of grant (110% of fair market value in the case of an
incentive stock option granted to a ten percent shareholder).

Options will expire not later than ten years after the date on which they
are granted (five years in the case of an incentive stock option granted to a
ten percent shareholder). Options become exercisable at such times and in such
installments as determined by the Compensation Committee; PROVIDED that all such
Options will be fully exercisable within five years after the date on which they
are granted, and such exercisability may be based on (i) length of service or
(ii) the attainment of performance goals established by the Committee; PROVIDED
FURTHER that no Option granted before August 15, 1996 to a person who is subject
to Section 16 of the Exchange Act may be exercised within the first six months
following the date of grant. Subject to the preceding proviso, the Committee may
also accelerate the time or times at which any or all Options held by an
optionee may be exercised. Payment of the Option Price must be made in full at
the time of exercise in cash, certified or bank check, or other instrument
acceptable to the Committee. In the discretion of the Committee, payment in full
or in part may also be made by tendering to the Company shares of Common Stock
having a fair market value equal to the Option Price (or such portion thereof),
by means of a "cashless exercise" procedure to be approved by the Committee or
by withholding shares of Common Stock that would otherwise have been issued to
the optionee in connection with the exercise of an Option.

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<PAGE>
STOCK APPRECIATION RIGHTS. A stock appreciation right ("SAR") is an Award
entitling the recipient to receive an amount equal to (or less than, if the
Committee so determines at the time of grant) the excess of the fair market
value of a share of Common Stock on the date of exercise over the exercise price
per share specified for the SAR, multiplied by the number of shares of Common
Stock with respect to which the SAR is then being exercised. An SAR granted in
connection with an Option will be exercisable to the extent that the related
Option is exercisable. Upon the exercise of an SAR related to an Option, the
Option related thereto will be cancelled to the extent of the number of shares
covered by such exercise and such shares will no longer be available for grant
under the 1996 Equity Plan. Upon the exercise of a related Option, the SAR will
be cancelled automatically to the extent of the number of shares covered by the
exercise of the Option. SARs unrelated to an Option will contain such terms and
conditions as to exercisability, vesting and duration as the Committee may
determine, but such duration will not be greater than ten years. The Committee
may accelerate the period for the exercise of an SAR. Payment upon exercise of
an SAR will be made, at the election of the Committee, in cash, in shares of
Common Stock or a combination thereof. In no event shall an SAR granted prior to
August 15, 1996 be exercisable within the first six months after the date such
SAR is granted, or in the case of an SAR granted prior to August 15, 1996 and in
tandem with a Stock Option, within the first six months after the date of grant
of the related stock option.

The Committee may grant limited stock appreciation rights (an "LSAR") under
the 1996 Equity Plan. An LSAR is an SAR which becomes exercisable only in the
event of a "change in control" (as defined below). Any such LSAR will be settled
solely in cash. An LSAR must be exercised within the 30-day period following a
change in control.

RESTRICTED STOCK. An Award of restricted stock ("Restricted Stock") is an
Award of Common Stock which is subject to such restrictions as the Committee
deems appropriate, including forfeiture conditions and restrictions against
transfer for a period specified by the Committee. With respect to Restricted
Stock Awards made prior to August 15, 1996, a participant may not sell, assign,
transfer, pledge or otherwise dispose of such an Award during the six month
period commencing on the date of the Award. Restricted Stock Awards may be
granted under the 1996 Equity Plan for or without consideration. Restrictions on
Restricted Stock may lapse in installments based on factors selected by the
Committee. The Committee, in its sole discretion, may waive or accelerate the
lapsing of restrictions in whole or in part. Prior to the expiration of the
restricted period, except as otherwise provided by the Committee, a grantee who
has received a Restricted Stock Award has the rights of a shareholder of the
Company, including the right to vote and to receive cash dividends on the shares
subject to the Award. Stock dividends issued with respect to shares covered by a
Restricted Stock Award will be treated as additional shares under such Award and
will be subject to the same restrictions and other terms and conditions that
apply to the shares with respect to which such dividends are issued.

PERFORMANCE SHARES; PERFORMANCE UNITS. A performance share Award (a
"Performance Share") is an Award which represents the right to receive a
specified number of shares of Common Stock upon satisfaction of certain
specified performance criteria, subject to such other terms and conditions as
the Committee deems appropriate. A performance unit (a "Performance Unit") is an
Award of a number of units entitling the recipient to receive an amount equal to
(or less than, if the Committee so determines at the time of grant) the excess
of the fair market value of a share of Common Stock on the relevant date over
the price per share specified for the Performance Unit, multiplied by the number
of Units, upon satisfaction of certain specified performance criteria, subject
to such other terms and conditions as the Committee deems appropriate.
Performance objectives will be established before, or as soon as practicable
after, the commencement of the performance period (the "Performance Period") and
may be based on net earnings, operating earnings or income, absolute and/or
relative return on equity or assets, earnings per share, cash flow, pre-tax
profits, earnings growth, revenue growth, comparisons to peer companies, any
combination of the foregoing and/or such other measures, including individual
measures of performance, as the Committee deems appropriate. Prior to the end of
a Performance Period, the Committee, in its discretion and only under conditions
which do not affect the deductibility of compensation attributable to
Performance Shares or Performance Units, as the case may be, under Section
162(m) of the Code, may adjust the performance objectives to reflect an event
which may materially affect the performance of the Company, a subsidiary or a
division, including, but not limited to, market conditions or a significant
acquisition or disposition of assets

49
<PAGE>
or other property by the Company, a subsidiary or a division. The extent to
which a grantee is entitled to payment in settlement of a Performance Share
Award or a Performance Unit Award at the end of the Performance Period will be
determined by the Committee, in its sole discretion, based on whether the
performance criteria have been met.

Payment in settlement of a Performance Share Award or a Performance Unit
Award will be made as soon as practicable following the last day of the
Performance Period, or at such other time as the Committee may determine, in
shares of Common Stock or cash, respectively.

ADDITIONAL INFORMATION. Under the 1996 Equity Plan, if there is any change
in the outstanding shares of Common Stock by reason of any stock dividend,
recapitalization, merger, consolidation, stock split, combination or exchange of
shares or other form of reorganization, or any other change involving the Common
Stock, such proportionate adjustments as may be necessary (in the form
determined by the Committee) to reflect such change will be made to prevent
dilution or enlargement of rights with respect to the aggregate number of shares
of Common Stock for which Awards in respect thereof may be granted under the
1996 Equity Plan, the number of shares of Common Stock covered by each
outstanding Award and the price per share in respect thereof. Generally, an
individual's rights under the 1996 Equity Plan may not be assigned or
transferred (except in the event of death).

In the event of a change in control and except as the Committee (as
constituted prior to such change in control) may expressly provide otherwise:
(i) all Options or SARs then outstanding will become fully exercisable as of the
date of the change in control, whether or not then exercisable; (ii) all
restrictions and conditions of all Restricted Stock Awards then outstanding will
lapse as of the date of the change in control; (iii) all Performance Share
Awards and Performance Unit Awards will be deemed to have been fully earned as
of the date of the change in control and (iv) in the case of a change in control
involving a merger of, or consolidation involving, the Company in which the
Company is (A) not the surviving corporation (the "Surviving Entity") or (B)
becomes a wholly owned subsidiary of the Surviving Entity or a parent thereof,
each outstanding Option granted under the Plan and not exercised (a "Predecessor
Option") will be converted into an option (a "Substitute Option") to acquire
common stock of the Surviving Entity or its parent, which Substitute Option will
have substantially the same terms and conditions as the Predecessor Option, with
appropriate adjustments as to the number and kind of shares and exercise prices.
The above notwithstanding, any Award granted before August 15, 1996 to a person
who is subject to Section 16 of the Exchange Act and within six months of a
change in control will not be afforded any such acceleration as to exercise,
vesting and payment rights or lapsing as to conditions or restrictions. For
purposes of the 1996 Equity Plan and the Directors' Plan, a "change in control"
shall have occurred when (A) any person or "group" within the meaning of
Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (other than (x) the Company, any subsidiary of the Company,
any employee benefit plan of the Company or of any subsidiary of the Company, or
any person or entity organized, appointed or established by the Company or any
subsidiary of the Company for or pursuant to the terms of any such plans or (y)
Maurice Marciano, Paul Marciano or Armand Marciano, any trust established in
whole or in part for the benefit of one or more of them or their family members,
or any other entity controlled by one or more of them), alone or together with
its affiliates and associates (collectively, an "Acquiring Person"), shall
become the beneficial owner of 20% or more of either (i) the then outstanding
shares of Common Stock or (ii) the combined voting power of the Company's then
outstanding voting securities (except pursuant to an offer for all outstanding
shares of Common Stock at a price and upon such terms and conditions as a
majority of the Continuing Directors (as defined below) determine to be in the
best interests of the Company and its shareholders (other than an Acquiring
Person on whose behalf the offer is being made)), (B) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors and any new director (other than a director who is a
representative or nominee of an Acquiring Person) whose election by the Board of
Directors or nomination for election by the Company's shareholders was approved
by a vote of at least a majority of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved (collectively, the
"Continuing Directors"), no longer constitute a majority of the Board of
Directors, (C) the shareholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than a merger or consolidation
which would result in the voting

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<PAGE>
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the Surviving Entity or a parent thereof) at least 80% of the
combined voting power of the voting securities of the Company or such Surviving
Entity or a parent thereof outstanding immediately after such merger or
consolidation; or (D) the shareholders of the Company approve a plan of
reorganization (other than a reorganization under the United States Bankruptcy
Code) or complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets;
PROVIDED, HOWEVER, that a change in control shall not be deemed to have occurred
in the event of (x) a sale or conveyance in which the Company continues as a
holding company of an entity or entities that conduct all or substantially all
of the business or businesses formerly conducted by the Company or (y) any
transaction undertaken for the purpose of reincorporating the Company under the
laws of another jurisdiction, if such transaction does not materially affect the
beneficial ownership of the Company's capital stock.

The 1996 Equity Plan will remain in effect until terminated by the Board of
Directors and thereafter until all Awards granted thereunder are either
satisfied by the issuance of shares of Common Stock or the payment of cash or
terminated pursuant to the terms of the 1996 Equity Plan or under any Award
agreements. Notwithstanding the foregoing, no Awards may be granted under the
1996 Equity Plan after the tenth anniversary of the effective date of the 1996
Equity Plan. The Board of Directors may at any time terminate, modify, suspend
or amend the 1996 Equity Plan; PROVIDED, HOWEVER, that no such amendment,
modification, suspension or termination may adversely affect an optionee's or
grantee's rights under any Award theretofore granted under the 1996 Equity Plan,
except with the consent of such optionee or grantee, and no such amendment or
modification will be effective unless and until the same is approved by the
shareholders of the Company where such shareholder approval is required to
comply with Rule 16b-3 under the Exchange Act, Section 162(m) of the Code, or
other applicable law, regulation or Nasdaq National Market or stock exchange
rule.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF OPTIONS. Certain of the Federal
income tax consequences to optionees and the Company of Options granted under
the 1996 Equity Plan should generally be as set forth in the following summary.

An employee to whom an incentive stock option ("ISO") which qualifies under
Section 422 of the Code is granted will not recognize income at the time of
grant or exercise of such Option. However, upon the exercise of an ISO, any
excess in the fair market price of the Common Stock over the Option Price
constitutes a tax preference item which may have alternative minimum tax
consequences for the employee. If the employee sells such shares more than one
year after the date of transfer of such shares and more than two years after the
date of grant of such ISO, the employee will generally recognize a long-term
capital gain or loss equal to the difference, if any, between the sale prices of
such shares and the Option Price. The Company will not be entitled to a federal
income tax deduction in connection with the grant or exercise of the ISO. If the
employee does not hold such shares for the required period, when the employee
sells such shares, the employee will recognize ordinary compensation income and
possibly capital gain or loss (long-term or short-term, depending on the holding
period of the stock sold) in such amounts as are prescribed by the Code and the
regulations thereunder and the Company will generally be entitled to a Federal
income tax deduction in the amount of such ordinary compensation income
recognized by the employee.

An employee to whom a nonqualified stock option ("NSO") is granted will not
recognize income at the time of grant of such Option. When such employee
exercises such NSO, the employee will recognize ordinary compensation income
equal to the excess, if any, of the fair market value, as of the date of Option
exercise, of the shares the employee receives upon such exercise over the Option
Price paid. The tax basis of such shares to such employee will be equal to the
Option Price paid plus the amount, if any, includible in the employee's gross
income, and the employee's holding period for such shares will commence on the
date on which the employee recognizes taxable income in respect of such shares.
Gain or loss upon a subsequent sale of any Common Stock received upon the
exercise of a NSO generally would be taxed as capital gain or loss (long-term or
short-term, depending upon the holding period of the stock sold). Certain
additional rules apply if the Option Price is paid in shares previously owned by
the participant. Subject to the applicable provisions of the Code and
regulations thereunder, the Company will generally be entitled to a Federal

51
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income tax deduction in respect of a NSO in an amount equal to the ordinary
compensation income recognized by the employee. This deduction will, in general,
be allowed for the taxable year of the Company in which the participant
recognizes such ordinary income.

1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
Prior to the consummation of the Offerings, the Company intends to adopt the
Directors' Plan. The purposes of the Directors' Plan are to attract and retain
as non-employee directors individuals with superior training, experience and
ability and to provide additional incentives to such individuals by giving them
an opportunity to participate in the ownership of Common Stock of the Company.
All directors who are not employees of the Company are eligible to participate
in the Directors' Plan. It is presently anticipated that approximately four
individuals will participate in the Directors' Plan.

Under the Directors' Plan, any person who is not an employee of the Company
and who becomes a director either on or after the date of the Offerings will
receive a non-qualified option (a "Non-Qualified Option") to purchase 10,000
shares of Common Stock on the date he or she becomes a director. In addition, on
the first business day of each fiscal year of the Company, commencing January 1,
1997, while the Directors' Plan is in effect (each, an "Eligibility Date"), each
non-employee director who has not been an employee of the Company at any time
during the previous twelve months will receive a Non-Qualified Option to
purchase 3,000 shares of Common Stock.

The aggregate number of shares of Common Stock that may be issued under the
Directors' Plan is 500,000, subject to adjustment in accordance with the terms
of the Directors' Plan. Common Stock issued under the Directors' Plan may be
either authorized but unissued shares, treasury shares or a combination thereof.
Any shares of Common Stock subject to a Non-Qualified Option which lapses,
expires or is otherwise terminated without the issuance of such shares may
become available for new awards.

All Non-Qualified Options granted under the Directors' Plan will vest and
become exercisable in 25% installments in each of the first four anniversaries
of the date of grant; PROVIDED that the participant may not exercise any
Non-Qualified Option as to less than 100 shares at any one time or, if the total
remaining number of shares is less than 100, the participant must exercise the
entire remaining shares covered by the Non-Qualified Option. However, in the
event of a "change in control" of the Company, (i) all Non-Qualified Options
then outstanding will become fully exercisable and (ii) in the case of a change
in control involving a merger of, or consolidation involving, the Company in
which the Company is (A) not the Surviving Entity or (B) becomes a wholly owned
subsidiary of the Surviving Entity or any parent thereof, each Predecessor
Option will be converted into a Substitute Option to acquire common stock of the
Surviving Entity or its parent, which Substitute Option will have substantially
the same terms and conditions as the Predecessor Option, with appropriate
adjustments as to the number and kind of shares and exercise prices. See "--
1996 Equity Incentive Plan -- Additional Information" above for the definition
of "change in control." In addition, if there is any change in the outstanding
shares of Common Stock by reason of any stock dividend, recapitalization,
merger, consolidation, stock split, combination or exchange of shares or other
form of reorganization, or any other change involving the Common Stock, such
proportionate adjustments as may be necessary (in the form determined by the
Board) to reflect such change will be made to prevent dilution or enlargement of
rights with regard to the aggregate number of shares of Common Stock for which
Non-Qualified Options in respect thereof may be granted under the Directors'
Plan, the number of shares of Common Stock covered by each outstanding
Non-Qualified Option and the price per share in respect thereof.

The price of the shares of Common Stock purchased upon exercise of a
Non-Qualified Option will be equal to 85% of the fair market value of the Common
Stock subject to such Non-Qualified Option as of the date of grant. The exercise
price must be paid in full at the time of exercise in cash, certified or bank
check, or other instrument acceptable to the Board of Directors. In the
discretion of the Board, payment in full or in part may also be made by
tendering to the Company shares of Common Stock having a fair market value equal
to the exercise price (or such portion thereof), by means of a "cashless
exercise" procedure to be approved by the Board of Directors or by withholding
shares of Common Stock that would otherwise have been issued to the optionee
upon the exercise of the Non-Qualified Option. The Company may also loan
optionees sufficient funds to exercise any Non-Qualified Option.

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<PAGE>
ADDITIONAL INFORMATION. Non-Qualified Options granted or to be granted
under the Directors' Plan are nontransferable. Each Non-Qualified Option granted
will expire ten years from the date of grant and cannot be exercised after that
time. In addition, if any participant ceases to be an eligible director for any
reason other than death or disability, any Non-Qualified Option held by such
participant may thereafter be exercised, to the extent it was exercisable at the
time of termination, for a period of six months from the time of termination or
the expiration of the stated term of such Non-Qualified Option, whichever period
is shorter; PROVIDED, HOWEVER, that if such participant dies within such
six-month period, any unexercised Non-Qualified Options held by such participant
will be exercisable, to the extent exercisable at the time of death, for a
period of one year from the date of such death or until the expiration of the
stated term of any such Non-Qualified Option, whichever period is shorter. If
any participant ceases to be an eligible director by reason of death or
disability, any Non-Qualified Option held by such participant may thereafter be
exercised, to the extent it was exercisable at the time of termination, for a
period of one year from the date of such termination or until the expiration of
the stated term of such Non-Qualified Option, whichever period is shorter;
PROVIDED, that if a participant who is disabled dies within such one-year
period, any unexercised Non-Qualified Option held by such participant will
thereafter be exercisable, to the extent it was exercisable at the time of
death, for a period of one year from the date of such death or until the
expiration of the stated term of such Non-Qualified Option, whichever period is
shorter.

Unless it is terminated at an earlier date by the Board of Directors, the
Directors' Plan shall terminate ten years after the date Non-Qualified Options
are first granted under the Directors' Plan.

The Board of Directors has full and exclusive discretionary authority to
revise administrative rules and guidelines governing the Directors' Plan, to
interpret the terms of the Directors' Plan and related agreements, to delegate
its responsibility and authority under the Directors' Plan, and to generally
supervise the administration of the Directors' Plan. In addition, the Board of
Directors may amend, alter, suspend or discontinue the Directors' Plan at any
time; PROVIDED, that the Board of Directors may not act to impair the rights of
plan participants pursuant to Non-Qualified Options previously granted under the
Directors' Plan without the optionee's consent. No amendment, alteration,
suspension or termination will be effective unless and until the same is
approved by the shareholders of the Company where such shareholder approval is
required to comply with applicable law.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF NON-QUALIFIED OPTIONS. Although
no Federal income tax liability accrues to a participant at the time a
Non-Qualified Option is granted, the participant must recognize ordinary
compensation income in the year in which the Non-Qualified Option is exercised
equal to the amount by which the fair market value of the purchased shares on
the date of exercise exceeds the exercise price. The tax basis of such shares to
such participant will be equal to the exercise price paid plus the amount
includible in the participant's gross income, and the participant's holding
period for such shares will commence on the date on which the participant
recognizes taxable income in respect of such shares. Gain or loss upon a
subsequent sale of any Common Stock received upon the exercise of a
Non-Qualified Option generally would be taxed as capital gain or loss (long-term
or short-term, depending upon the holding period of the stock sold). Certain
additional rules apply if the exercise price for a Non-Qualified Option is paid
in shares previously owned by the participant.

Subject to the applicable provisions of the Code and regulations thereunder,
the Company will generally be entitled to an income tax deduction equal to the
amount of ordinary compensation income the participant recognizes in connection
with the exercise of any Non-Qualified Option. The deduction will, in general,
be allowed for the taxable year of the Company in which the participant
recognizes such ordinary compensation income.

ANNUAL INCENTIVE BONUS PLAN

Prior to the consummation of the Offerings, the Company intends to adopt an
Annual Incentive Bonus Plan (the "Bonus Plan") which will be administered by the
Compensation Committee after the Offerings. Participation is based upon
individual selection by the Compensation Committee from among key employees who,
in the judgment of the Compensation Committee, are in a position to have a
significant impact on the performance of the Company. It is anticipated that
approximately 100 individuals will participate in the Bonus Plan. Awards are
based upon the extent to which the Company's financial performance (in terms of

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net earnings, operating income, earnings per share, cash flow, absolute and/or
relative return on equity or assets, pre-tax profits, earning growth, revenue
growth, comparison to peer companies, any combination of the foregoing and/or
other appropriate measures in such manner as the Compensation Committee deems
appropriate) during the year has met or exceeded certain performance goals
specified by the Compensation Committee. Some performance goals applicable to
participants may include elements which specify individual achievement
objectives directly related to such individual's areas of responsibility. In
determining whether performance goals have been satisfied, the Compensation
Committee in its discretion may direct that adjustments be made to the
performance goals or actual financial performance as reported to reflect
extraordinary changes that have occurred during the year. The Compensation
Committee may alternatively grant a discretionary bonus. In the event a
participant terminates employment prior to the end of a year for any reason
other than disability, retirement or death, no award under the Bonus Plan will
be paid for such year unless otherwise determined by the Compensation Committee
in its sole discretion. If employment terminates by reason of disability,
retirement or death, the participant will be entitled to receive a PRO RATA
award.

Because the performance goals under the Bonus Plan are determined by the
Compensation Committee in its discretion, it is not possible to determine the
benefits and amounts that will be received by any individual participant or
group of participants in the future.

The Board of Directors may terminate, modify or suspend the Bonus Plan, in
whole or in part, at any time; provided that no such termination or modification
may impair any rights which may have accrued under such Plan.

401(K) SAVINGS PLAN

On January 1, 1992, the Company established the Guess ? Inc. Savings Plan
(the "Savings Plan") under Section 401(k) of the Code. Under the Savings Plan,
associates may contribute up to 15% of their compensation per year subject to
the elective limits as defined by guidelines of the Internal Revenue Service
(the "IRS") and the Company may make matching contributions in amounts not to
exceed 1.5% of the associates' annual compensation. The Company's contributions
to the Savings Plan during the years ended December 31, 1993, 1994 and 1995
aggregated $221,000, $213,000 and $261,000, respectively. Contributions to the
Savings Plan during the six months ended July 2, 1995 and June 30, 1996
aggregated $132,000 and $134,000, respectively.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company did not have a Compensation Committee during 1995, but each of
Maurice, Paul and Armand Marciano (each of whom also served as an executive
officer of the Company during 1995) participated in deliberations concerning
executive compensation. See "Certain Transactions" immediately below for
information regarding related-party transactions involving each of Maurice, Paul
and Armand Marciano.

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CERTAIN TRANSACTIONS

The Company is engaged in various transactions with entities affiliated with
the Marciano Trusts and the other Principal Stockholders. The Company believes
that each of the transactions discussed below was entered into on terms no less
favorable to the Company than could have been obtained from an unaffiliated
third party.

LICENSE ARRANGEMENTS AND LICENSEE TRANSACTIONS

On January 1, 1995, the Company entered into a licensing agreement with
Charles David of California ("Charles David"). This new agreement superseded a
prior license agreement dated September 28, 1990 and amended in May 1993. The
Marciano Trusts and Nathalie Marciano (the spouse of Maurice Marciano) together
own 50% of Charles David, and the remaining 50% is owned by the father-in-law of
Maurice Marciano. The license agreement grants Charles David the rights to
manufacture worldwide and distribute worldwide (except Japan) men's, women's and
some children's leather and rubber footwear, excluding athletic footwear, which
bear the GUESS logo and trademark. The license also includes related shoe care
products and accessories. Gross royalties earned by the Company under such
license agreement for the fiscal years ended December 31, 1993, 1994 and 1995,
and for the six months ended June 30, 1996, was $1.7 million, $1.9 million, $2.1
million and $858,000, respectively. In the same respective periods, the Company
purchased $3.7 million, $4.8 million, $6.4 million and $2.7 million of products
from Charles David for resale in the Company's retail stores.

On September 1, 1994, the Company entered into a licensing agreement with
California Sunshine Active Wear, Inc. ("California Sunshine"), granting it the
rights to manufacture and distribute certain men's and women's activewear, which
bear the GUESS logo and trademark, in the United States. The Marciano Trusts
together own 51% of California Sunshine. Gross royalties earned by the Company
under such license agreement for the fiscal years ended December 31, 1994 and
1995, and for the six months ended June 30, 1996, was $0, $342,000 and $350,000,
respectively. In the same respective periods, the Company purchased $0, $254,000
and $332,000 of products from California Sunshine for resale in the Company's
retail stores.

Effective January 1, 1995, the Company entered into a licensing agreement
with Guess Italia, S.r.l. ("Guess Italia"), granting it the exclusive right in
Italy and non-exclusive right in other parts of Europe to manufacture and
distribute men's and women's apparel and accessories that bear the GUESS logo
and trademark. Guess Italia is owned 79% by the Company and 21% by Marciano
International, a company wholly owned by the Marciano Trusts that is to be
merged into the Company as part of the Reorganization. Gross royalties earned by
the Company under such license agreement for the fiscal year ended December 31,
1995 and for the six months ended June 30, 1996 was $505,000 and $266,000,
respectively. During 1993, 1994 and 1995 and the six months ended June 30, 1996,
the Company purchased $0, $0, $511,000 and $251,000 of products from Guess
Italia for resale in the retail division's stores. The Company sold $0, $1.1
million, $411,000 and $94,000 of products to Guess Italia during 1993, 1994,
1995 and the six months ended June 30, 1996, respectively. The Company will pay
the Marciano Trusts an aggregate of $300,000 in connection with the merger of
Marciano International into the Company. Such $300,000 payment is not included
in the aggregate principal amount of the S Distribution Notes.

During 1993 and 1994, the Company made advances to Guess Italia of $193,000
and $989,000, respectively. These advances were subsequently recorded as
additional paid-in capital.

On December 1, 1992, the Company entered into a licensing agreement with
Nantucket Industries, Inc. ("Nantucket Industries") granting it the right to
distribute and manufacture men's and women's innerwear, which bear the GUESS
logo and trademark, in the United States. The Marciano Trusts together own 8.9%
of Nantucket Industries. Gross royalties earned by the Company under such
license agreement for the fiscal years ended December 31, 1993, 1994 and 1995,
and for the six months ended June 30, 1996, was $47,000, $214,000, $264,000 and
$157,000, respectively. In the same respective periods, the Company purchased
$23,000, $201,000, $505,000 and $313,000 of products from Nantucket Industries
for resale in the Company's retail stores.

55
<PAGE>
PURCHASING AGENCY AGREEMENT

On May 3, 1994, the Company entered into an agreement with Ranche to serve
as a non-exclusive buying agent for the Company in Hong Kong, which agreement
was terminated in the first quarter of 1996 when certain of Ranche's assets were
transferred to Newtimes Guess Ltd., a Hong Kong corporation ("Newtimes") in
which the Marciano Trusts, through their ownership of Marciano International,
and the Company hold indirect ownership interests of 25% and 25%, respectively.
Ranche is currently a wholly owned subsidiary of GEBV. In the fiscal year ended
December 31, 1995, and in the six months ended June 30, 1996, Ranche earned
commission income from the Company of $1.3 million and $192,000, respectively,
in connection with supplying product. In addition, Ranche operates under a
licensing arrangement to distribute product to authorized distributors. Gross
royalties earned by the Company under such license for the fiscal year ended
December 31, 1995, and for the six months ended June 30, 1996, was $240,000 and
$133,000, respectively.

In February 1996, the Company entered into a buying agency agreement with
Newtimes. Pursuant to such agreement, the Company pays Newtimes a commission
based upon the price of all raw materials purchased for the Company by Newtimes.
As of June 30, 1996, the Company had paid Newtimes aggregate commissions of
$186,000. In connection with the Reorganization, the Marciano Trusts' indirect
interest in Newtimes will be transferred to the Company.

SALE/LEASEBACK TRANSACTION

On July 29, 1992, the Company sold its corporate and distribution facility
in Los Angeles to a limited partnership in which the sole partners were the then
existing stockholders under a sale/leaseback arrangement. The facility was sold
for $24 million, of which $13 million was received in cash upon closing of
escrow. The balance of $11 million was paid by issuance of a promissory note due
in July 1994. The note was repaid in February 1993. The limited partnership
obtained additional financing for its purchase of the facility through a loan
from an institutional third party lender. The loan is secured by the
partnership's interest in the facility and in the lease with the Company.
Pursuant to the lease, the Company has agreed to indemnify the partnership
against certain losses that may be incurred in connection with such loan. In
August 1993, the partnership acquired and retired Georges Marciano's beneficial
interest in such partnership, and the corporate general partner in such
partnership redeemed Georges Marciano's beneficial interest in the corporate
general partner.

LEASES

The Company leases warehouse and administrative facilities and one retail
administrative facility from partnerships affiliated with the Marciano Trusts.
The leases will expire in July 2008. Aggregate lease payments under such leases
for the fiscal years ended December 31, 1993, 1994 and 1995 and the fiscal six
months ended June 30, 1996 were $2.1 million, $2.6 million, $2.8 million and
$1.3 million, respectively.

LOANS TO EXECUTIVE OFFICERS

In 1995, the Company loaned Mr. Wallen the sum of $200,000 at an annual
interest rate of 7% in connection with certain moving expenses. This loan is
scheduled to be repaid on August 31, 1999, with interest on the loan payable in
four annual installments commencing August 31, 1996. If Mr. Wallen is an
employee in good standing on August 31, 1996, the first interest payment will be
waived.

In 1994, the Company loaned Mr. Williams the sum of $400,000 in connection
with certain moving expenses. The loan has been repaid in full.

OTHER TRANSACTION

On December 31, 1993, the Company wrote off a current note receivable
(including accrued interest) in the amount of $521,000 from G&C Entertainment,
Inc. ("G&C"), a corporation engaged in television and record production
development. The Company acquired its 51% interest in equity of G&C in January
1993 from trusts for the benefit of Georges Marciano and Paul Marciano who were
G&C's sole stockholders prior to such acquisition. G&C was dissolved in 1994.

56
<PAGE>
STOCKHOLDERS' AGREEMENT

Prior to consummation of the Offerings, the Principal Stockholders and the
Company will amend and restate the Amended and Restated Shareholders' Agreement
dated November 12, 1993 (the "Stockholders' Agreement"). Pursuant to the
Stockholders' Agreement, the Principal Stockholders have agreed to vote their
shares of Common Stock to elect each of Maurice, Paul and Armand Marciano, or
one designee of any such person (if such designee shall be reasonably acceptable
to the other Principal Stockholders) to the Board of Directors. The
Stockholders' Agreement provides that each of the Principal Stockholders has
granted to each other and to the Company rights of first refusal with respect to
the sale of any shares of the Company's outstanding Common Stock (with certain
limited exceptions).

PURCHASE AGREEMENT

On August 23, 1993, the Company repurchased 95% of the shares of Common
Stock then held by Georges Marciano for a price of $203.5 million and a trust
for the benefit of Paul Marciano purchased the remaining 5% of such shares for a
price of $10.7 million. The purchase price for such shares was determined by
negotiation among the Company, the Marciano Trusts and Georges Marciano. Among
the factors considered in determining the purchase price were the past and
present operations of the Company, the prospects for future earnings of the
Company and other relevant factors. In connection with such repurchase, the
Company and the Marciano Trusts agreed to release and indemnify Georges Marciano
and the Georges Marciano Trust from and against any claims relating to certain
specified matters, including the Company, its management, financing, operations
and personnel, and the offer and sale of the Company's Senior Subordinated
Notes. Any claim for such indemnity will be in the first instance the
responsibility of the Company. As consideration for such indemnity and release,
Georges Marciano and the Georges Marciano Trust released the Company and the
Marciano Trusts from any claim relating to certain specified matters, including
the Company, its management, financing, operations and personnel (other than
certain excluded matters). In addition, the Company canceled the existing
license agreement between it and an affiliate of Georges Marciano with respect
to the GEORGES MARCIANO-Registered Trademark- trademarks, effective August 23,
1994, and agreed to assign to such affiliate all of the Company's right, title
and interest in the GEORGES MARCIANO-Registered Trademark- trademarks, but
reserved the right to use such trademarks until August 23, 1994. As
consideration for such assignment, Georges Marciano agreed to refrain from any
use of the GEORGES MARCIANO-Registered Trademark- trademarks until August 23,
1995.

57
<PAGE>
PRINCIPAL STOCKHOLDERS

The following table and the notes thereto set forth information, as of the
date of this Prospectus, relating to beneficial ownership (as defined in Rule
13d-3 of the Exchange Act) of the Company's equity securities and each Principal
Stockholder:

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
OF COMMON STOCK OF COMMON STOCK
PRIOR TO THE AFTER THE
OFFERINGS OFFERINGS (2)
-------------------- --------------------
NAME OF BENEFICIAL OWNERS (1) NUMBER PERCENT NUMBER PERCENT
- ---------------------------------------------------------------------- ----------- ------- ----------- -------
<S> <C> <C> <C> <C>
Maurice Marciano (3).................................................. 14,812,252 45.3% 16,323,025 38.4%
Paul Marciano (4)..................................................... 12,062,736 36.9 13,293,072 31.2
Armand Marciano (5)................................................... 5,806,831 17.8 5,907,827 13.9
All directors and executive officers as a group
(7 persons).......................................................... 32,681,819 100.0% 35,523,924 83.5%
</TABLE>

- ------------------------------

(1) The address of each person listed above is c/o Guess ?, Inc., 1444 South
Alameda Street, Los Angeles, California 90021. Except as described below and
subject to the Amended and Restated Stockholders' Agreement dated as of
August , 1996 and applicable community property laws and similar laws,
each person listed above has sole voting and investment power with respect
to such shares.

(2) Reflects allocation of the S Distribution Shares among the Principal
Stockholders as follows: 1,333,350 shares to the Maurice Marciano Trust
(1995 Restatement); 1,071,195 shares to the Paul Marciano Trust dated
February 20, 1986; 100,996 shares to the Armand Marciano Trust dated
February 20, 1986; 159,142 shares to the Maurice Marciano 1996 Grantor
Retained Annuity Trust; 111,616 shares to the Paul Marciano 1996 Grantor
Retained Annuity Trust; and 65,806 shares to the Armand Marciano 1996
Grantor Retained Annuity Trust.

(3) Includes shares beneficially owned by Maurice Marciano as follows:
13,072,727 shares (14,406,078 shares following distribution of the S
Distribution Shares) as trustee of the Maurice Marciano Trust (1995
Restatement) with respect to which he has sole voting and investment power;
1,094,332 shares (1,205,948 shares following distribution of the S
Distribution Shares) as co-trustee of the Paul Marciano 1996 Grantor
Retained Annuity Trust with respect to which he shares voting and investment
power; and 645,193 shares (710,999 shares following distribution of the S
Distribution Shares) as co-trustee of the Armand Marciano 1996 Grantor
Retained Annuity Trust with respect to which he shares voting and investment
power.

(4) Includes shares beneficially owned by Paul Marciano as follows: 10,502,443
shares (11,573,637 shares following distribution of the S Distribution
Shares) as trustee of the Paul Marciano Trust dated February 20, 1986 with
respect to which he has sole voting and investment power; and 1,560,293
shares (1,719,435 shares following distribution of the S Distribution
Shares) as co-trustee of the Maurice Marciano 1996 Grantor Retained Annuity
Trust with respect to which he shares voting and investment power.

(5) Includes shares beneficially owned by Armand Marciano as trustee of the
Armand Marciano Trust dated February 20, 1986 with respect to which he has
sole voting and investment power.

58
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

Upon the consummation of the Offerings, the Company will have 42,523,924
shares of Common Stock outstanding. Of these shares, the 7,000,000 shares of
Common Stock sold by the Company in the Offerings will be freely tradeable
without restriction or further registration under the Securities Act, unless
held by an "affiliate" of the Company (as that term is defined below). Any such
affiliate will be subject to the resale limitations of Rule 144 adopted under
the Securities Act. The remaining 35,523,924 shares of Common Stock outstanding
are "restricted securities" for purposes of Rule 144 and are held by
"affiliates" of the Company within the meaning of Rule 144 under the Securities
Act. Restricted securities may not be resold in a public distribution except in
compliance with the registration requirements of the Securities Act or pursuant
to an exemption therefrom, including the exemption provided by Rule 144. The
Principal Stockholders have contractual rights to demand or participate in
future registrations of shares of Common Stock under the Securities Act.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including a person who may be deemed to be an
"affiliate" of the Company as that term is defined under the Securities Act, is
entitled to sell within any three month period a number of shares beneficially
owned for at least two years that does not exceed the greater of (i) 1% of the
then outstanding shares of Common Stock or (ii) the average weekly trading
volume of the outstanding shares of Common Stock during the four calendar weeks
preceding such sale. Sales under Rule 144 are also subject to certain
requirements as to the manner of sale, notice and the availability of current
public information about the Company. However, a person (or persons whose shares
are aggregated) who is not an "affiliate" of the Company during the 90 days
preceding a proposed sale by such person and who has beneficially owned
"restricted securities" for at least three years is entitled to sell such shares
under Rule 144 without regard to the volume, manner of sale or notice
requirements. As defined in Rule 144, an "affiliate" of an issuer is a person
that directly or indirectly controls, or is controlled by, or is under common
control with such issuer.

The Company and the Principal Stockholders have agreed, subject to certain
exceptions, not to, directly or indirectly, (i) sell, grant any option to
purchase or otherwise transfer or dispose of any Common Stock or securities
convertible into or exchangeable or exercisable for Common Stock or file a
registration statement under the Securities Act with respect to the foregoing or
(ii) enter into any swap or other agreement or transaction that transfers, in
whole or in part, the economic consequence of ownership of the Common Stock,
without the prior written consent of Merrill Lynch, for a period of 180 days
after the date of this Prospectus.

Effective upon the consummation of the Offerings, the Company intends to
grant options covering approximately 1,209,010 shares of its Common Stock to
certain of its employees pursuant to the 1996 Equity Plan. After such grants, an
aggregate of approximately 3,790,990 shares will remain available for future
option grants and other equity awards under the 1996 Equity Plan and the
Directors' Plan. See "Management -- 1996 Equity Incentive Plan" and "-- 1996
Non-Employee Directors' Stock Option Plan." The Company intends to file a
registration statement under the Securities Act to register all of the shares of
Common Stock reserved for issuance under the 1996 Equity Plan and Directors'
Plan. Such registration statement is expected to be filed as soon as practicable
after the date of the Offerings and will automatically become effective upon
filing. Shares issued under the 1996 Equity Plan and the Directors' Plan after
the registration statement is filed may thereafter be sold in the open market,
subject, in the case of the various holders, to the Rule 144 volume limitations
applicable to affiliates and any transfer restrictions imposed on the date of
the grant.

Prior to the Offerings, there has been no public market for the Common
Stock. No predictions can be made of the effect, if any, that future sales of
shares of Common Stock, and options to acquire shares of Common Stock, or the
availability of shares for future sale, will have on the market price prevailing
from time to time. Sales of substantial amounts of Common Stock in the public
market, or the perception that such sales may occur, could have a material
adverse effect on the market price of the Common Stock. See "Risk Factors --
Future Sales by Principal Stockholders; Shares Eligible for Future Sale."

59
<PAGE>
DESCRIPTION OF CAPITAL STOCK

The following summary description of the capital stock of the Company is
qualified in its entirety by reference to the form of Restated Certificate of
Incorporation of the Company (the "Restated Certificate") and form of Restated
Bylaws of the Company, to become effective prior to the closing of the
Offerings, a copy of each of which is filed as an exhibit to the Registration
Statement of which this Prospectus forms a part.

The authorized capital stock of the Company consists of 150,000,000 shares
of Common Stock, par value $.01 per share, and 10,000,000 shares of Preferred
Stock, par value $.01 per share (the "Preferred Stock").

COMMON STOCK

Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of the shareholders, including the election of
directors. The Restated Certificate does not provide for cumulative voting in
the election of directors. Accordingly, holders of a majority of the shares of
Common Stock entitled to vote in any election of directors may elect all of the
directors standing for election. Subject to preferences that may be applicable
to any Preferred Stock outstanding at the time, holders of Common Stock are
entitled to receive ratably such dividends, if any, as may be declared from time
to time by the Board of Directors out of funds legally available therefor. See
"Dividend Policy." In the event of a liquidation, dissolution or winding up of
the Company, holders of Common Stock are entitled to share ratably in all assets
remaining after payment of the Company's liabilities and the liquidation
preference, if any, of any outstanding shares of Preferred Stock. Holders of
Common Stock have no preemptive rights and no rights to convert their Common
Stock into any other securities and there are no redemption provisions with
respect to such shares. All of the outstanding shares of Common Stock are fully
paid and non-assessable. The rights, preferences and privileges of holders of
Common Stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of Preferred Stock which the Company may
designate and issue in the future.

At present there is no established trading market for the Common Stock. The
Common Stock has been approved for listing on the NYSE under the symbol "GES,"
subject to official notice of issuance.

The transfer agent and registrar for the Common Stock is The First National
Bank of Boston.

PREFERRED STOCK

The Restated Certificate provides that the Board of Directors, without
further action by the stockholders, may issue shares of the Preferred Stock in
one or more series and may fix or alter the relative, participating, optional or
other rights, preferences, privileges and restrictions, including the voting
rights, redemption provisions (including sinking fund provisions), dividend
rights, dividend rates, liquidation preferences and conversion rights, and the
description of and number of shares constituting any wholly unissued series of
Preferred Stock. The Board of Directors, without further stockholder approval,
can issue Preferred Stock with voting and conversion rights which could
adversely affect the voting power of the holders of Common Stock. No shares of
Preferred Stock presently are outstanding and the Company currently has no plans
to issue shares of Preferred Stock. The issuance of Preferred Stock in certain
circumstances may have the effect of delaying or preventing a change of control
of the Company without further action by the stockholders, may discourage bids
for the Company's Common Stock at a premium over the market price of the Common
Stock and may adversely affect the market price and the voting and other rights
of the holders of Common Stock.

CERTAIN CERTIFICATE OF INCORPORATION, BYLAWS AND STATUTORY PROVISIONS AFFECTING
STOCKHOLDERS

CLASSIFIED BOARD OF DIRECTORS. The Company's Board of Directors is divided
into three classes of directors serving staggered terms. One class of directors
will be elected at each annual meeting of stockholders for a three-year term.
See "Management -- Board of Directors." At least two annual meetings of
stockholders, instead of one, generally will be required to change the majority
of the Company's Board of Directors.

60
<PAGE>
SPECIAL MEETING OF STOCKHOLDERS; STOCKHOLDER ACTION BY WRITTEN CONSENT. The
Restated Certificate provides that any action required or permitted to be taken
by the Company's stockholders may be effected only at a duly called annual or
special meeting of stockholders. Additionally, the Restated Certificate and
Bylaws provide that special meetings of the stockholders of the Company may be
called only by the Chairman of the Board of Directors, the Chief Executive
Officer or the President of the Company.

ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS. The Company's Bylaws provide that stockholders seeking to bring
business before or to nominate directors at any meeting of stockholders, must
provide timely notice thereof in writing. To be timely, a stockholder's notice
must be delivered to, or mailed and received at, the principal executive offices
of the Company not less than 60 days nor more than 90 days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
PROVIDED, HOWEVER, that (i) in the event that the annual meeting is called for a
date that is not within 30 days before or after such anniversary date, or (ii)
in the case of the annual meeting of stockholders held during the 1997 fiscal
year of the Corporation, notice by the stockholder in order to be timely must be
so received not later than the close of business on the tenth day following the
day on which notice of the date of the annual meeting was mailed or public
disclosure of the date of the annual meeting was made, whichever first occurs.
The Bylaws also specify certain requirements for a stockholder's notice to be in
proper written form. These provisions may preclude some stockholders from
bringing matters before the stockholders or from making nominations for
directors.

DIRECTOR AND OFFICER INDEMNIFICATION. The Delaware Corporation Law provides
that a Delaware corporation may include provisions in its certificate of
incorporation relieving each of its directors of monetary liability arising out
of his or her conduct as a director for breach of his or her fiduciary duty
except liability for (i) any breach of such director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions that are not in good
faith or involve intentional misconduct or a knowing violation of law, (iii)
conduct violating Section 174 of the Delaware Corporation Law (which section
relates to unlawful distributions) or (iv) any transaction from which a director
derived an improper personal benefit. The Company's Restated Certificate
includes such provisions.

To the fullest extent permitted by the Delaware Corporation Law, as amended
from time to time, the Company's Restated Certificate and Bylaws provide that
the Company shall indemnify and advance expenses to each of its currently acting
and former directors and officers, and may so indemnify and advance expenses to
each of its current and former employees and agents. The Company believes the
foregoing provisions are necessary to attract and retain qualified persons as
directors and officers. Prior to the consummation of the Offerings, the Company
intends to enter into separate indemnification agreements with each of its
directors and executive officers in order to effectuate such provisions.

61
<PAGE>
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS

The following is a general discussion of certain United States Federal tax
consequences of the acquisition, ownership and disposition of Common Stock by a
holder that is an individual, corporation, estate or trust and, for United
States Federal income tax purposes, is not a "United States person" (a
"Non-United States Holder"). This discussion is based upon the United States
Federal tax law now in effect, which is subject to change, possibly
retroactively. For purposes of this discussion, a "United States person" means a
citizen or resident of the United States; a corporation, a partnership or other
entity created or organized in the United States or under the laws of the United
States or of any political subdivision thereof; or an estate or trust whose
income is includible in gross income for United States Federal income tax
purposes regardless of its source. This discussion does not consider any
specific facts or circumstances that may apply to a particular Non-United States
Holder. Prospective investors are urged to consult their tax advisors regarding
the United States Federal tax consequences of acquiring, holding and disposing
of Common Stock, as well as any tax consequences that may arise under the laws
of any foreign, state, local or other taxing jurisdiction.

DIVIDENDS

Dividends paid to a Non-United States Holder will generally be subject to
withholding of United States Federal income tax at the rate of 30% (or at a
reduced tax treaty rate), unless the dividend is effectively connected with the
conduct of a trade or business within the United States by the Non-United States
Holder, in which case the dividend will be subject to the United States Federal
income tax on net income on the same basis that applies to United States persons
generally. In the case of a Non-United States Holder which is a corporation,
such effectively connected income also may be subject to the branch profits tax.
Non-United States Holders should consult their tax advisors concerning any
applicable income tax treaties that may provide for a lower rate of withholding
or other rules different from those described above.

GAIN ON DISPOSITION

A Non-United States Holder will generally not be subject to United States
Federal income tax on gain recognized on a sale or other disposition of Common
Stock unless (i) the gain is effectively connected with the conduct of a trade
or business within the United States by the Non-United States Holder, (ii) in
the case of a Non-United States Holder who is a nonresident alien individual and
holds the Common Stock as a capital asset, such holder is present in the United
States for 183 or more days in the taxable year of disposition and either such
individual has a "tax home" in the United States or the gain is attributable to
an office or other fixed place of business maintained by such individual in the
United States or (iii) the Company is or has been a "U.S. real property holding
corporation" for United States Federal income tax purposes (which the Company
does not believe that it is or is likely to become). Gain that is effectively
connected with the conduct of a trade or business within the United States by
the Non-United States Holder will be subject to the United States Federal income
tax on net income on the same basis that applies to United States persons
generally (and, with respect to corporate holders, under certain circumstances,
the branch profits tax) but will not be subject to withholding. Non-United
States Holders should consult their own tax advisors concerning any applicable
treaties that may provide for different rules.

FEDERAL ESTATE TAXES

Common Stock owned or treated as owned by an individual who is not a citizen
or resident (for United States estate tax purposes) of the United States at the
date of death will be included in such individual's estate for United States
Federal estate tax purposes, unless an applicable estate tax treaty provides
otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING

The Company generally must report annually to the Internal Revenue Service
and to each Non-United States Holder the amount of dividends paid to, and the
tax withheld with respect to, such holder, regardless of whether any tax was
actually withheld. This information may also be made available to the tax
authorities of a country in which the Non-United States Holder resides.

62
<PAGE>
Under temporary United States Treasury regulations, United States
information reporting requirements and backup withholding tax will generally not
apply to dividends paid on the Common Stock to a Non-United States Holder at an
address outside the United States. Payments by a United States office of a
broker of the proceeds of a sale of the Common Stock is subject to both backup
withholding at a rate of 31% and information reporting unless the holder
certifies its Non-United States Holder status under penalties of perjury or
otherwise establishes an exemption. Information reporting requirements (but not
backup withholding) will also apply to payments of the proceeds of sales of the
Common Stock by foreign offices of United States brokers, or foreign brokers
with certain types of relationships to the United States, unless the broker has
documentary evidence in its records that the holder is a Non-United States
Holder and certain other conditions are met, or the holder otherwise establishes
an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules will, in certain circumstances, be refunded or credited
against the Non-United States Holder's United States Federal income tax
liability, provided that the required information is furnished to the Internal
Revenue Service.

PROPOSED REGULATIONS

Under current United States Treasury regulations, dividends paid to an
address in a foreign country are presumed to be paid to a resident of that
country (unless the payor has knowledge to the contrary) for purposes of the
withholding discussed above and, under the current interpretation of United
States Treasury regulations, for purposes of determining the applicability of a
tax treaty rate. Under recently proposed United States Treasury regulations that
are proposed to be effective for payments made after December 31, 1997 (the
"Proposed Regulations"), however, a Non-United States Holder of Common Stock who
wishes to claim the benefit of an applicable treaty rate would be required to
satisfy applicable certification requirements. Under the Proposed Regulations,
dividend payments would also be made subject to information reporting and backup
withholding unless these applicable certification requirements are satisfied. In
addition, under the Proposed Regulations, in the case of Common Stock held by a
foreign partnership, (x) the certification requirement would generally be
applied to the partners of the partnership and (y) the partnership would be
required to provide certain information, including a United States taxpayer
identification number. The Proposed Regulations also provide look-through rules
for tiered partnerships. There can be no assurance that the Proposed Regulations
will be adopted or as to the provisions that they will include if and when
adopted in temporary or final form.

63
<PAGE>
UNDERWRITING

Subject to the terms and conditions set forth in a purchase agreement (the
"U.S. Purchase Agreement") among the Company and each of the underwriters named
below (the "U.S. Underwriters"), and concurrently with the sale of 1,400,000
shares of Common Stock to the International Managers (as defined below), the
Company has agreed to sell to each of the U.S. Underwriters, and each of the
U.S. Underwriters severally has agreed to purchase from the Company, the number
of shares of Common Stock set forth opposite its name below.

<TABLE>
<CAPTION>
NUMBER
U.S. UNDERWRITERS OF SHARES
-----------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................................
Morgan Stanley & Co. Incorporated.....................................
-----------
Total....................................................... 5,600,000
-----------
-----------
</TABLE>

Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated are acting as representatives (the "U.S. Representatives") of the
U.S. Underwriters.

The Company has also entered into a purchase agreement (the "International
Purchase Agreement" and, together with the U.S. Purchase Agreement, the
"Purchase Agreements") with certain underwriters outside the United States and
Canada (collectively, the "International Managers," and together with the U.S.
Underwriters, the "Underwriters"), for whom Merrill Lynch International and
Morgan Stanley & Co. International Limited are acting as representatives of the
International Managers (the "International Representatives" and, together with
the U.S. Representatives, the "Representatives"). Subject to the terms and
conditions set forth in the International Purchase Agreement, and concurrently
with the sale of 5,600,000 shares of Common Stock to the U.S. Underwriters
pursuant to the U.S. Purchase Agreement, the Company has agreed to sell to the
International Managers and the International Managers have severally agreed to
purchase from the Company, an aggregate of 1,400,000 shares of Common Stock. The
initial public offering price per share of Common Stock and the underwriting
discount per share of Common Stock are identical under the U.S. Purchase
Agreement and the International Purchase Agreement.

In the U.S. Purchase Agreement and the International Purchase Agreement, the
several U.S. Underwriters and the several International Managers, respectively,
have agreed, subject to the terms and conditions set forth therein, to purchase
all of the shares of Common Stock being sold pursuant to each such Agreement if
any of the shares of Common Stock being sold pursuant to such Agreement are
purchased. Under certain circumstances, the commitments of non-defaulting U.S.
Underwriters or International Managers (as the case may be) may be increased.
The purchase of shares of Common Stock by the U.S. Underwriters is conditioned
upon the purchase of shares of Common Stock by the International Managers, and
vice versa.

The U.S. Underwriters and the International Managers have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") providing for the
coordination of their activities. The Underwriter's are permitted to sell shares
of Common Stock to each other for purposes of resale at the initial public
offering price, less an amount not greater than the selling concession. Under
the terms of the Intersyndicate Agreement, the U.S. Underwriters and any dealer
to whom they sell shares of Common Stock will not offer to sell or sell shares
of Common Stock to persons who are non-U.S. or non-Canadian persons or to
persons they believe intend to resell to persons who are non-U.S. or
non-Canadian persons, and the International Managers and any dealer to whom they
sell shares of Common Stock will not offer to sell or sell shares of Common
Stock to U.S. persons or to Canadian persons or to persons they believe intend
to resell to U.S. persons or Canadian persons, except in the case of
transactions pursuant to the Intersyndicate Agreement.

64
<PAGE>
The U.S. Representatives have advised the Company that the U.S. Underwriters
propose initially to offer the shares of Common Stock to the public at the
initial public offering price set forth on the cover page of this Prospectus,
and to certain dealers at such price less a concession not in excess of $ per
share of Common Stock on sales to certain other dealers. The U.S. Underwriters
may allow, and such dealers may reallow, a discount not in excess of $ per
share of Common Stock on sales to certain other dealers. After the initial
public offering, the public offering price, concession and discount may be
changed.

At the request of the Company, the U.S. Underwriters have reserved up to
875,000 shares of Common Stock for sale at the initial public offering price to
directors, officers, employees, business associates and related persons of the
Company. The number of shares of Common Stock available for sale to the general
public will be reduced to the extent such persons purchase such reserved shares.
Any reserved shares which are not so purchased will be offered by the
Underwriters to the general public on the same basis as the other shares offered
hereby. Certain individuals purchasing reserved shares may be required to agree
not to sell, offer or otherwise dispose of any shares of Common Stock for a
period of three months after the date of this Prospectus.

The Company, the Principal Stockholders and certain executive officers have
agreed, subject to certain exceptions, not to, directly or indirectly, (i) sell,
grant any option to purchase or otherwise transfer or dispose of any Common
Stock or securities convertible into or exchangeable or exercisable for Common
Stock or file a registration statement under the Securities Act with respect to
the foregoing or (ii) enter into any swap or other agreement or transaction that
transfers, in whole or in part, the economic consequence of ownership of the
Common Stock, without the prior written consent of Merrill Lynch, for a period
of 180 days after the date of this Prospectus.

The Company has granted an option to the U.S. Underwriters, exercisable
within 30 days after the date of this Prospectus, to purchase up to an aggregate
of 840,000 additional shares of Common Stock at the initial public offering
price set forth on the cover page of this Prospectus, less the underwriting
discount. The U.S. Underwriters may exercise this option only to cover
over-allotments, if any, made on the sale of the Common Stock offered hereby. To
the extent that the U.S. Underwriters exercise this option, each U.S.
Underwriter will be obligated, subject to certain conditions, to purchase a
number of additional shares of Common Stock proportionate to such U.S.
Underwriter's initial amount reflected in the foregoing table. The Company also
has granted an option to the International Managers, exercisable within 30 days
after the date of this Prospectus, to purchase up to an aggregate of 210,000
additional shares of Common Stock to cover over-allotments, if any, on terms
similar to those granted to the U.S. Underwriters.

Prior to the Offerings, there has been no public market for the shares of
Common Stock of the Company. The initial public offering price has been
determined through negotiations between the Company and the Representatives.
Among the factors considered in determining the initial public offering price,
in addition to prevailing market conditions, are price-earnings ratios of
publicly traded companies that the Representatives believe to be comparable to
the Company, certain financial information of the Company, the history of, and
the prospects for, the Company and the industry in which it competes, an
assessment of the Company's management, its past and present operations, the
prospects for, and timing of, future revenues of the Company, the present state
of the Company's development, and the above factors in relation to market values
and valuation measures of other companies engaged in activities similar to the
Company. There can be no assurance that an active trading market will develop
for the Common Stock or that the Common Stock will trade in the public market
subsequent to the Offerings at or above the initial public offering price.

The Underwriters do not intend to confirm sales of the Common Stock offered
hereby to any accounts over which they exercise discretionary authority.

The Company and certain of the Principal Stockholders have agreed to
indemnify the several Underwriters against certain liabilities, including
liabilities under the Securities Act, or to contribute to payments the
Underwriters may be required to make in respect thereof.

65
<PAGE>
LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Shearman & Sterling, Los Angeles, California. Certain legal matters
relating to the Offerings will be passed upon for the Underwriters by Skadden,
Arps, Slate, Meagher & Flom, Los Angeles, California. Shearman & Sterling has
from time to time represented certain of the Underwriters in connection with
unrelated legal matters. Skadden, Arps, Slate, Meagher & Flom has from time to
time represented the Company in connection with unrelated legal matters.

EXPERTS

The consolidated financial statements and schedule of the Company as of
December 31, 1994 and 1995, and for each of the years in the three year period
ended December 31, 1995, have been included herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Exchange Act
and, in accordance therewith, files reports and other information with the
Securities and Exchange Commission. Such reports and other information filed by
the Company may be inspected without charge at the Securities and Exchange
Commission's principal office in Washington, D.C., and at the following regional
offices of the Commission: Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and at Seven World Trade Center, Suite 1300, New
York, New York 10048. Copies of all or any part thereof may be obtained from the
Public Reference Section, Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549 upon payment of the prescribed fees. Upon listing
of the Common Stock on the NYSE, such reports and other information can also be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
In addition, the Commission maintains a World Wide Web site on the Internet at
http:// www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission.

The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-1 under the Securities Act with respect to the
Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company or such
Common Stock, reference is made to the Registration Statement and the schedules
and exhibits filed as a part thereof. Statements contained in this Prospectus
regarding the contents of any contract or any other document are not necessarily
complete and, in each instance, reference is hereby made to the copy of such
contract or other document filed as an exhibit to such Registration Statement.
The Registration Statement, including exhibits thereto, may be inspected without
charge office of the Securities and Exchange Commission. Copies of all or any
part thereof may be obtained upon payment of the prescribed fees.

The Company intends to furnish its stockholders with annual reports
containing financial statements audited by independent certified public
accountants and with quarterly reports containing unaudited financial
information for each of the first three quarters of each fiscal year.

66
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Independent Auditors' Report.................................................... F-2

Consolidated Balance Sheets at December 31, 1994, 1995 (audited) and June 30,
1996 and pro forma June 30, 1996 (unaudited)................................... F-3

Consolidated Statements of Earnings for the years ended December 31, 1993, 1994,
1995 (audited) and the six months ended July 2, 1995 and June 30, 1996
(unaudited).................................................................... F-4

Consolidated Statements of Stockholders' Equity for the years ended December 31,
1993, 1994, 1995 (audited) and six months ended July 2, 1995 and June 30, 1996
(unaudited).................................................................... F-5

Consolidated Statements of Cash Flows for the years ended December 31, 1993,
1994, 1995 (audited) and six months ended July 2, 1995 and June 30, 1996
(unaudited).................................................................... F-6

Notes to Consolidated Financial Statements...................................... F-7
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Guess ?, Inc.:

We have audited the accompanying consolidated financial statements of Guess
?, Inc. and Subsidiaries as listed in the accompanying index. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Guess ?,
Inc. and Subsidiaries as of December 31, 1994 and 1995 and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1995 in conformity with generally accepted accounting
principles.

KPMG PEAT MARWICK LLP

Los Angeles, California
March 1, 1996

F-2
<PAGE>
GUESS ?, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1994 AND 1995, JUNE 30, 1996 AND PRO FORMA JUNE 30, 1996
(IN THOUSANDS, EXCEPT SHARE DATA)

ASSETS

<TABLE>
<CAPTION>
PRO FORMA
JUNE 30,
JUNE 30, 1996 (NOTE
1994 1995 1996 1)
---------- ---------- ---------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Current assets:
Cash........................................................... $ 5,994 $ 6,417 $ 5,442 $ 5,442
Receivables:
Trade receivables, net of reserves aggregating, $10,391,
$10,849 and $8,222 at December 31, 1994 and 1995 and June
30, 1996, respectively...................................... 23,505 22,886 31,403 31,403
Royalties.................................................... 9,728 9,975 10,875 10,875
Other........................................................ 5,267 4,040 3,427 3,427
---------- ---------- ---------- ------------
38,500 36,901 45,705 45,705
Inventories (note 3)........................................... 83,772 72,889 92,340 92,340
Prepaid expenses............................................... 4,837 5,557 6,845 6,845
Deferred tax assets (note 1)................................... -- -- -- 3,663
---------- ---------- ---------- ------------
Total current assets....................................... 133,103 121,764 150,332 153,995

Property and equipment, at cost, net of accumulated depreciation
and amortization (note 4)....................................... 59,725 68,199 67,346 67,346
Long-term investments (note 2)................................... 3,136 3,394 3,408 3,408
Deferred tax assets (note 1)..................................... -- -- -- 3,781
Other assets, at cost, net of accumulated amortization of $1,800,
$2,279 and $2,680 at December 31, 1994 and 1995 and June 30,
1996, respectively (note 7)..................................... 11,732 9,278 8,649 8,649
---------- ---------- ---------- ------------
$ 207,696 $ 202,635 $ 229,735 $ 237,179
---------- ---------- ---------- ------------
---------- ---------- ---------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of notes payable and long-term debt (notes
5 and 7)...................................................... $ 4,696 $ 4,123 $ 4,056 $ 4,056
Accounts payable............................................... 29,840 40,701 37,221 37,221
Accrued expenses............................................... 14,431 18,332 23,865 24,165
Income taxes payable (note 6).................................. 1,009 1,036 775 775
S corporation distribution notes (note 1)...................... -- -- -- 122,900
---------- ---------- ---------- ------------
Total current liabilities.................................. 49,976 64,192 65,917 189,117

Notes payable and long-term debt, net of current installments
(notes 5 and 7)................................................. 151,799 119,212 148,712 148,712
Minority interest................................................ 53 75 247 247
Other liabilities................................................ 5,495 8,159 8,535 8,535
---------- ---------- ---------- ------------
207,323 191,638 223,411 346,611
Stockholders' equity (notes 1, 7 and 13):
Preferred stock, $.01 par value. Authorized 10,000,000 shares;
no shares issued and outstanding.............................. -- -- -- --
Common stock, $.01 par value. Authorized 150,000,000 shares;
issued 52,712,611 shares, outstanding 32,681,819 shares
actual, 35,523,924 shares outstanding pro forma, 20,030,792
shares held in Treasury....................................... 35 35 35 63
Paid-in capital................................................ 181 181 181 33,789
Retained earnings.............................................. 150,948 161,567 156,836 7,444
Foreign currency translation adjustment........................ (15) (10) 48 48
Treasury stock, 20,030,792 shares repurchased.................. (150,776) (150,776) (150,776) (150,776)
---------- ---------- ---------- ------------
Net stockholders' equity (deficiency)........................ 373 10,997 6,324 (109,432)
Commitments, contingencies and subsequent events (notes 5, 9, 13
and 14).........................................................
---------- ---------- ---------- ------------
$ 207,696 $ 202,635 $ 229,735 $ 237,179
---------- ---------- ---------- ------------
---------- ---------- ---------- ------------
</TABLE>

See accompanying notes to consolidated financial statements

F-3
<PAGE>
GUESS ?, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
AND SIX MONTHS ENDED JULY 2, 1995 AND JUNE 30, 1996
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
JULY 2, JUNE 30,
1993 1994 1995 1995 1996
--------- --------- ------------ --------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net revenue:
Product sales..................................... $ 491,444 $ 507,462 $ 440,359 $ 206,579 $ 232,111
Net royalties..................................... 28,780 40,350 46,374 23,073 25,295
--------- --------- ------------ --------- ------------
520,224 547,812 486,733 229,652 257,406
Cost of sales (note 8).............................. 260,409 291,989 262,142 120,809 137,113
--------- --------- ------------ --------- ------------
Gross profit........................................ 259,815 255,823 224,591 108,843 120,293
Selling, general and administrative expenses (note
8)................................................. 145,351 138,016 141,663 66,468 72,829
Reorganization charge (note 14)..................... -- -- -- -- 3,559
--------- --------- ------------ --------- ------------
Earnings from operations.......................... 114,464 117,807 82,928 42,375 43,905

Non-operating income (expense):
Interest, net..................................... (11,735) (16,948) (15,957) (7,926) (7,291)
Other, net........................................ 2,552 322 (157) (180) (147)
--------- --------- ------------ --------- ------------
(9,183) (16,626) (16,114) (8,106) (7,438)

Earnings before income taxes...................... 105,281 101,181 66,814 34,269 36,467

Income taxes (note 6)............................... 1,810 3,540 2,895 1,275 1,598
--------- --------- ------------ --------- ------------
Net earnings...................................... $ 103,471 $ 97,641 $ 63,919 $ 32,994 $ 34,869
--------- --------- ------------ --------- ------------
--------- --------- ------------ --------- ------------

Supplemental pro forma financial information (note
1):
Earnings before income taxes, as presented.......... $ 105,281 $ 101,181 $ 66,814 $ 34,269 $ 36,467
Pro forma provision for income taxes (unaudited).... 42,112 40,472 26,726 13,708 14,477
--------- --------- ------------ --------- ------------
Pro forma net earnings (unaudited).................. $ 63,169 $ 60,709 $ 40,088 $ 20,561 $ 21,990
--------- --------- ------------ --------- ------------
--------- --------- ------------ --------- ------------
Pro forma net earnings per share.................... $ .97 $ .54
Weighted average common shares outstanding.......... 41,201,000 40,952,000
------------ ------------
------------ ------------
</TABLE>

See accompanying notes to consolidated financial statements

F-4
<PAGE>
GUESS ?, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
AND THE SIX MONTHS ENDED JUNE 30, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOREIGN
CURRENCY
COMMON PAID-IN RETAINED TRANSLATION TREASURY
STOCK CAPITAL EARNINGS ADJUSTMENT STOCK TOTAL
------------- ----------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992................ $ 35 $ 181 $ 167,174 $ -- $ -- $ 167,390
Net earnings.............................. -- -- 103,471 -- -- 103,471
Stockholder distributions................. -- -- (117,656) -- -- (117,656)
Foreign currency translation adj.......... -- -- -- (31) -- (31)
Repurchase of treasury stock.............. -- -- (52,682) -- (150,776) (203,458)
--- ----- ---------- --- ---------- ----------
Balance at December 31, 1993................ 35 181 100,307 (31) (150,776) (50,284)
Net earnings.............................. -- -- 97,641 -- -- 97,641
Stockholder distributions................. -- -- (47,000) -- -- (47,000)
Foreign currency translation adj.......... -- -- -- 16 -- 16
--- ----- ---------- --- ---------- ----------
Balance at December 31, 1994................ 35 181 150,948 (15) (150,776) 373
Net earnings.............................. -- -- 63,919 -- -- 63,919
Stockholder distributions................. -- -- (53,300) -- -- (53,300)
Foreign currency translation adj.......... -- -- -- 5 -- 5
--- ----- ---------- --- ---------- ----------
Balance at December 31, 1995................ 35 181 161,567 (10) (150,776) 10,997
Net earnings (unaudited).................. -- -- 34,869 -- -- 34,869
Stockholder distributions
(unaudited).............................. -- -- (39,600) -- -- (39,600)
Foreign currency translation adj.
(unaudited).............................. -- -- -- 58 -- 58
--- ----- ---------- --- ---------- ----------
Balance at June 30, 1996
(unaudited)................................ $ 35 $ 181 $ 156,836 $ 48 $ (150,776) $ 6,324
--- ----- ---------- --- ---------- ----------
--- ----- ---------- --- ---------- ----------
</TABLE>

See accompanying notes to consolidated financial statement

F-5
<PAGE>
GUESS ?, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995 AND SIX MONTHS ENDED
JULY 2, 1995 AND JUNE 30, 1996 (IN THOUSANDS)

<TABLE>
<CAPTION>
JULY 2, JUNE 30,
1993 1994 1995 1995 1996
--------- --------- --------- --------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net earnings................................................ $ 103,471 $ 97,641 $ 63,919 $ 32,994 $ 34,869
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization of property and equipment... 10,322 12,070 14,277 6,822 8,379
Amortization of deferred charges.......................... 251 515 1,373 801 669
(Gain) loss on disposition of property and equipment...... (223) 726 814 259 100
Foreign currency translation adjustment................... (31) (5) (14) 17 33
Contributions from minority interest...................... 29 24 22 (51) 172
Undistributed equity method earnings...................... -- (72) (117) (21) (9)
(Increase) decrease in:
Receivables............................................. 46,708 (14,628) 1,599 (12,119) (8,803)
Inventories............................................. (20,357) (3,353) 10,884 6,097 (19,451)
Prepaid expenses........................................ (245) (1,516) (720) (309) (1,288)
Other assets............................................ (1,620) 180 1,858 428 234
Increase (decrease) in:
Accounts payable........................................ (9,259) 8,043 10,861 2,294 (3,479)
Accrued expenses........................................ 1,303 (1,337) 3,658 1,728 5,367
Income taxes payable.................................... (2,380) 795 22 (191) (261)
--------- --------- --------- --------- -----------
Net cash provided by operating activities............. 127,969 99,083 108,436 38,749 16,532
--------- --------- --------- --------- -----------
Cash flows from investing activities:
Net decrease in short-term investments...................... 22,782 5,000 -- -- --
Purchases of property and equipment......................... (14,965) (19,779) (23,757) (12,527) (7,986)
Proceeds from the disposition of property and equipment..... 2,425 172 192 127 360
Lease incentives granted.................................... 1,573 1,503 2,015 1,248 261
Purchase of long-term investments........................... -- (3,136) (23) (122) --
--------- --------- --------- --------- -----------
Net cash provided by (used in) investing activities... 11,815 (16,240) (21,573) (11,274) (7,365)
--------- --------- --------- --------- -----------
Cash flows from financing activities:
Proceeds from notes payable and long-term debt.............. 280,520 222,040 131,193 75,254 105,943
Proceeds from Bridge Loan................................... 80,000 -- -- -- --
Repayment of notes payable and long-term debt............... (99,655) (254,959) (164,353) (63,861) (76,510)
Repayments of Bridge Loan................................... (80,000) -- -- -- --
Distributions to stockholders............................... (117,656) (47,000) (53,300) (41,800) (39,600)
Repurchase of treasury stock................................ (203,458) -- -- -- --
--------- --------- --------- --------- -----------
Net cash used in financing activities................. (140,249) (79,919) (86,460) (30,407) (10,167)
--------- --------- --------- --------- -----------
Effect of exchange rates on cash.............................. -- 20 20 (10) 25
Net increase (decrease) in cash....................... (465) 2,944 423 (2,942) (975)
Cash at beginning of period................................... 3,515 3,050 5,994 5,994 6,417
--------- --------- --------- --------- -----------
Cash at end of period......................................... $ 3,050 $ 5,994 $ 6,417 $ 3,052 $ 5,442
--------- --------- --------- --------- -----------
--------- --------- --------- --------- -----------
Supplemental disclosures:
Cash paid during the period for:
Interest.................................................. $ 7,189 $ 16,380 $ 15,396 $ 7,627 $ 6,926
Income taxes.............................................. 4,259 2,879 1,925 1,467 1,856
--------- --------- --------- --------- -----------
--------- --------- --------- --------- -----------
</TABLE>

See accompanying notes to consolidated financial statements

F-6
<PAGE>
GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Guess ?, Inc. (the "Company") designs, develops and markets quality
contemporary jeans and other casual wear for men and women. The Company
distributes it products through major department stores, specialty retailers,
foreign distributors and its network of Company-owned and -operated retail and
factory outlet stores.

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company
and its foreign subsidiaries, Guess Italia, S.r.l. and Guess? Europe, B.V. The
Company has a 79% and 50% interest in Guess Italia S.r.l. and Guess? Europe,
B.V., respectively. The remaining 21% of Guess Italia S.r.l. and 50% of Guess?
Europe, B.V. is owned by Marciano International, Inc. ("Marciano
International"), a related party, which is wholly-owned by the stockholders of
the Company. Accordingly, all references herein to "Guess ?, Inc." include the
consolidated results of the Company and its subsidiaries. All intercompany
accounts and transactions have been eliminated in consolidation.

INTERIM FINANCIAL DATA

The interim consolidated financial data as of June 30, 1996 and for the six
months ended July 2, 1995 and June 30, 1996 is unaudited. This information
reflects all adjustments, consisting of normal recurring adjustments, that in
the opinion of management, are necessary to present fairly the financial
position and results of operations of the Company for the periods indicated.
Results of operations for the interim periods are not necessarily indicative of
the results of operations for the full year.

INVENTORIES

Inventories are valued at the lower of cost (first-in, first-out) or market.

TRADE AND ROYALTY RECEIVABLES

The Company extends trade credit to its customers in the ordinary course of
business. None of the receivables due from customers at December 31, 1994 and
1995 and June 30, 1996 involved factored accounts or other contingencies
relating to third-party risk, except to the extent that the Company has chosen
to insure certain accounts from risk of loss under a catastrophic loss policy.

The Company has licensing arrangements with 27 licensees for use of its name
and trademark. Royalty payments received by the Company are generally on a
percentage of the licensees' net sales and require that minimum royalty payments
be made if specified minimum sales levels are not obtained. Royalty income is
net of direct expenses aggregating $2,387,000, $2,813,000, $2,331,000,
$1,114,000 and $1,006,000 for 1993, 1994, 1995 and the six months ended July 2,
1995 and June 30, 1996, respectively. The licensing agreements expire on various
dates through December 2003.

REVENUE RECOGNITION

The Company recognizes revenue from the sale of merchandise upon shipment.
The Company accrues for estimated sales returns and allowances in the period in
which the related revenue is recognized. Royalty income is based upon licensees'
net sales.

SIGNIFICANT CUSTOMERS

Individual customers aggregating in excess of 10% of net sales for the years
ended December 31, 1993, 1994 and 1995 and the six months ended July 2, 1995 and
June 30, 1996 are summarized as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED,
YEAR ENDED DECEMBER 31,
--------------------------
------------------------------- JULY 2, JUNE 30,
1993 1994 1995 1995 1996
--------- --------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Customer A..................................................... 11.5% 10.3% 11.0% 11.7% 8.2%
</TABLE>

F-7
<PAGE>
GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DEPRECIATION AND AMORTIZATION

Depreciation and amortization of property and equipment are provided using
the straight-line method over the following useful lives:

<TABLE>
<S> <C>
18 to 31
Building and building improvements................................... years
Land improvements.................................................... 5 years
Machinery and equipment.............................................. 3 to 5 years
Corporate aircraft................................................... 5 to 10 years
Corporate vehicles................................................... 3 years
</TABLE>

Leasehold improvements are amortized over the lesser of the estimated useful
life of the asset or the term of the lease. Construction in progress is not
depreciated until the related asset is completed.

FOREIGN CURRENCY TRANSLATION

In accordance with the Financial Accounting Standards Board Statement No.
52, balance sheet accounts of the Company's foreign operations are translated
from foreign currencies into U.S. dollars at year end rates while income and
expenses are translated at the weighted average exchange rates for the year. The
related translation adjustments are reflected as a foreign currency translation
adjustment in the consolidated balance sheet.

INCOME TAXES

The Company has elected to be treated for Federal and certain state income
tax purposes as an S corporation under Subchapter S of the Internal Revenue Code
and comparable state laws. As a result, the earnings of the Company have been
included in the taxable income of the Company's stockholders for Federal and
certain state income tax purposes, and the Company has generally not been
subject to income tax on such earnings, other than California and other state
franchise taxes.

In February 1992, the Financial Accounting Standards Board issued Statement
No. 109, "Accounting for Income Taxes." One of the provisions of Statement No.
109 enables companies to record deferred tax assets for the future benefit to be
derived from certain deductible temporary differences. The Company has adopted
the provisions of Statement No. 109 effective January 1, 1993; however, as
differences giving rise to deferred tax assets are immaterial, the Company has
not recorded any deferred tax assets at December 31, 1994 and 1995.

PRO FORMA NET EARNINGS

Pro forma net earnings represents the results of operations adjusted to
reflect a provision for income taxes on historical earnings before income taxes,
which gives effect to the change in the Company's income tax status to a C
corporation as a result of the public sale of its common stock. When the Company
terminates its S corporation status, which is expected to occur immediately
prior to the consummation of the Offerings, it will record an earnings benefit
resulting from the establishment of net deferred tax assets. The amount of the
benefit to be recorded (approximately $7.4 million) at June 30, 1996 will be
dependent upon temporary differences existing at the date of termination of the
Company's S corporation status. The principal difference between the pro forma
income tax rate and Federal statutory rate of 35% relates primarily to state
income taxes.

Pro forma net earnings per share has been computed by dividing pro forma net
earnings by the weighted average number of shares of common stock outstanding
during the period. The pro forma net earnings per share gives effect to the
issuance of shares of common stock to generate sufficient cash to pay (i) the

F-8
<PAGE>
GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

S Corporation Distribution in an amount equal to retained earnings and (ii) the
$300,000 to be paid by the Company to the Marciano Trusts in connection with the
merger of Marciano International with and into the Company.

PRO FORMA BALANCE SHEET INFORMATION

Pro forma balance sheet information as of June 30, 1996 has been presented
to reflect i) the S corporation distribution (the "S Corporation Distribution")
to be made in an amount equal to the previously earned and undistributed taxable
S corporation earnings aggregating approximately $176.9 million through the date
of termination of the Company's S corporation status as if such distribution had
been made at June 30, 1996 and the Company's S corporation status had been
terminated at such date (comprised of S corporation distribution notes of $122.9
million and Common Stock of $54.0 million), ii) an estimated $7.4 million of net
deferred tax assets that would have been recorded had the Company's S
corporation status been terminated on June 30, 1996 and iii) the amount to be
paid to the Marciano Trusts of $300,000 in connection with the merger of
Marciano International with and into the Company. The pro forma paid-in capital
reflects a reduction of $20.1 million for that portion of the S Corporation
Distribution which is in excess of financial statement retained earnings.

No adjustment has been made to give effect to the Company's earned and
undistributed taxable S corporation earnings for the period from July 1, 1996
through the S Termination Date, which will be distributed as part of the S
Corporation Distribution.

CREDIT RISK

The Company sells its merchandise principally to customers throughout the
United States and Europe. Management performs regular evaluations concerning the
ability of its customers to satisfy their obligations and records a provision
for doubtful accounts based upon these evaluations. The Company's credit losses
for the periods presented are insignificant and have not exceeded management's
estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of the Company's financial instruments, which
principally include cash, short and long-term investments, trade receivables,
accounts payable and accrued expenses, approximates fair value due to the
relatively short maturity of such instruments.

The fair value of the Company's debt instruments are based on the amount of
future cash flows associated with each instrument discounted using the Company's
borrowing rate. At December 31, 1994 and 1995 and June 30, 1996, the carrying
value of all financial instruments was not materially different from fair value.

USE OF ESTIMATES

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these consolidated financial
statements in conformity with generally accepted accounting principles. Actual
results could differ from these estimates.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 121 (SFAS No. 121), "Accounting for the Impairment of
Long-lived Assets and for Long-lived Assets to be Disposed of," in March 1995
which is effective for fiscal years beginning after December 15, 1995. SFAS No.
121 establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles and goodwill related to these assets and
certain identifiable intangibles to be disposed of. The Company adopted the
provisions of SFAS No. 121 effective April 1, 1996 and has accordingly recorded
a write down

F-9
<PAGE>
GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
aggregating $2.4 million in the second quarter of 1996 related to certain
operating assets to be disposed of and is included as a component of the $3.6
million Reorganization Charge in the accompanying statement of earnings. See
also Note 14. The Company does not anticipate that SFAS No. 121 will have a
material impact on its financial statements.

RECLASSIFICATIONS

Certain reclassifications have been made to the 1993, 1994 and 1995
financial statements to conform to the June 30, 1996 presentation.

2. INVESTMENTS
Long-term investments consist of equity securities aggregating $3,136,000,
$3,394,000 and $3,408,000 at December 31, 1994 and 1995 and June 30, 1996,
respectively. The investments are generally accounted for under the equity
method of accounting. Supplemental information on investee companies has not
been provided as it is immaterial to the consolidated financial statements.

3. INVENTORIES
Inventories at December 31, 1994 and 1995 and June 30, 1996 are summarized
as follows (in thousands):

<TABLE>
<CAPTION>
1994 1995
--------- --------- JUNE 30,
1996
-----------
(UNAUDITED)
<S> <C> <C> <C>
Raw materials........................................................ $ 17,047 $ 9,788 $ 13,125
Work in process...................................................... 14,032 11,264 10,517
Finished goods....................................................... 52,693 51,837 68,698
--------- --------- -----------
$ 83,772 $ 72,889 $ 92,340
--------- --------- -----------
--------- --------- -----------
</TABLE>

4. PROPERTY AND EQUIPMENT
Property and equipment at December 31, 1994 and 1995 and June 30, 1996 is
summarized as follows (in thousands):

<TABLE>
<CAPTION>
1994 1995
--------- --------- JUNE 30,
1996
-----------
(UNAUDITED)
<S> <C> <C> <C>
Land and land improvements........................................... $ 5,725 $ 5,729 $ 5,729
Building and building improvements................................... 8,435 8,446 8,446
Leasehold improvements............................................... 25,470 36,059 37,844
Machinery and equipment.............................................. 40,389 48,279 50,565
Corporate aircraft................................................... 18,324 19,138 21,206
Construction in progress............................................. 363 2,269 3,021
--------- --------- -----------
98,706 119,920 126,811
Less accumulated depreciation and amortization....................... 38,981 51,721 59,465
--------- --------- -----------
$ 59,725 $ 68,199 $ 67,346
--------- --------- -----------
--------- --------- -----------
</TABLE>

Construction in progress at December 31, 1994 and 1995 and June 30, 1996
represents the costs associated with the construction of buildings and
improvements used in the Company's operations and other capitalizable expenses
for projects in progress.

F-10
<PAGE>
GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

5. NOTES PAYABLE AND LONG-TERM DEBT
Notes payable and long-term debt at December 31, 1994 and 1995 and June 30,
1996 are summarized as follows (in thousands):

<TABLE>
<CAPTION>
1994 1995
---------- ---------- JUNE 30,
1996
-----------
(UNAUDITED)
<S> <C> <C> <C>
9 1/2% Senior Subordinated Notes due 2003 (see note 7)...................... $ 115,000 $ 105,000 $ 105,000
Advances under secured $100,000,000 long-term line of credit with a
syndicate of banks, interest is variable, with an average annual effective
rate of 6.42% in 1994 and 7.94% in 1995, 7.01% in the six months ended June
30, 1996 and payable monthly............................................... 35,000 13,000 43,000
Note payable, secured by corporate aircraft, bearing interest at 10.59% per
year, due in quarterly installments of $665,385 through December 1995...... 1,895 -- --
Note payable, secured by corporate aircraft, bearing interest at 8.23% per
year, payable in quarterly installments of $221,003 through March 1998..... 2,499 1,799 1,427
Other, including capitalized leases......................................... 2,101 3,536 3,341
---------- ---------- -----------
156,495 123,335 152,768
Less current installments................................................... 4,696 4,123 4,056
---------- ---------- -----------
$ 151,799 $ 119,212 $ 148,712
---------- ---------- -----------
---------- ---------- -----------
</TABLE>

Aggregate maturities of notes payable and long-term debt at December 31,
1995 are summarized as follows:

<TABLE>
<S> <C>
December 31, (in thousands):
1996.................................................................... $ 4,123
1997.................................................................... 13,995
1998.................................................................... 217
1999.................................................................... --
2000.................................................................... --
Thereafter.............................................................. 105,000
---------
$ 123,335
---------
---------
</TABLE>

The Company had outstanding standby letters of credit aggregating $9.0 at
December 31, 1995 under its $100 million long term line of credit. Additionally,
the Company has a $25 million letter of credit facility pursuant to which $1.1
million in letters of credit were outstanding at December 31, 1995.

During 1994 and 1995, the Company repurchased $15.0 million and $10.0
million of the Senior Subordinated Notes, respectively. Additionally, the
related deferred financing costs of $468,000 and $281,000 were written off to
interest expense during 1994 and 1995, respectively.

F-11
<PAGE>
GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

6. INCOME TAXES
The provision for state income taxes for the years ended December 31, 1993,
1994 and 1995 and the six months ended July 2, 1995 and June 30, 1996 consists
of the following (in thousands):

<TABLE>
<CAPTION>
JULY 2, JUNE 30,
1993 1994 1995 1995 1996
--------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
Current income tax.................................... $ 3,014 $ 3,540 $ 2,895 $ 1,275 $ 1,598
Deferred tax benefit.................................. (1,204) -- -- -- --
--------- --------- --------- --------- -----------
$ 1,810 $ 3,540 $ 2,895 $ 1,275 $ 1,598
--------- --------- --------- --------- -----------
--------- --------- --------- --------- -----------
</TABLE>

Deferred income tax benefits in 1993 resulted from timing differences in the
recognition of revenue and expense for financial reporting purposes and income
tax purposes. These differences related principally to a lawsuit settlement,
depreciation expense and officers' compensation.

7. STOCK REPURCHASE
On August 23, 1993, the Company and certain of its stockholders completed
the purchase of all of the common stock owned by a selling stockholder. The
Company purchased 20,031,000 shares, representing 38% of the then outstanding
shares, from the selling stockholder (the "Company Purchased Shares"). The total
purchase price for the Company Purchased Shares aggregated $203.5 million. To
consummate the acquisition of the Company Purchased Shares, the Company used
proceeds from the sale of 9 1/2% Senior Subordinated Notes due 2003 (the "Senior
Subordinated Notes") aggregating $130.0 million principal amount and a Bridge
Loan of $80.0 million.

The Senior Subordinated Notes have a maturity date of August 15, 2003 and
accrue interest, payable semiannually, at an original rate of interest of 10%.
On February 7, 1994, the Company exchanged these Notes for publicly registered
notes which reduced this interest rate to 9 1/2%, until maturity. The notes are
redeemable at the option of the Company, in whole or in part, on or after August
15, 1998, at various redemption prices. Additionally, the Company may redeem up
to 35% of the original aggregate principal amount of the Senior Subordinated
Notes at any time on or prior to August 15, 1996 in the event of a Public Equity
Offering in which the Company receives proceeds of not less than $30.0 million,
at a redemption price of 109% of the principal amount of the notes redeemed.

In connection with the purchase of the Company Purchased Shares, the Company
charged retained earnings $52.7 million, representing the selling stockholder's
allocable portion of retained earnings as of August 23, 1993, the purchase date.
The remaining cost of the acquired shares, or $150.8 million, representing
purchase price in excess of the selling stockholder's allocated retained
earnings, was recorded as treasury stock in the accompanying consolidated
financial statements.

Deferred financing costs totaling $3.3 million were incurred in connection
with the sale of the Senior Subordinated Notes, and $2.4 million were incurred
in connection with the Bridge Loan. Such deferred financing costs, plus expenses
of the offering of the Senior Subordinated Notes and Bridge Loan, have been
capitalized as deferred financing costs and will be amortized over the
respective terms of the related indebtedness. The costs related to the Bridge
Loan were fully amortized upon the repayment of the Bridge Loan and recorded as
interest expense in the accompanying Consolidated Statement of Earnings. See
also note 5.

8. RELATED PARTY TRANSACTIONS
The Company is engaged in various transactions with entities affiliated with
trusts for the respective benefit of Maurice, Paul and Armand Marciano (the
"Marciano Trusts"). The Company believes that each

F-12
<PAGE>
GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

8. RELATED PARTY TRANSACTIONS (CONTINUED)
of the companies, in which the Marciano Trusts have an investment, and related
party transactions discussed below were entered into on terms no less favorable
to the Company than could have been obtained from an unaffiliated third party.

LICENSE ARRANGEMENTS AND LICENSEE TRANSACTIONS

On January 1, 1995, the Company entered into a licensing agreement with
Charles David of California ("Charles David"). This new agreement superseded a
prior license agreement dated September 28, 1990 and amended in May 1993. The
Marciano Trusts and Nathalie Marciano (the spouse of Maurice Marciano) together
own 50% of Charles David, and the remaining 50% is owned by the father-in-law of
Maurice Marciano. The license agreement grants Charles David the rights to
manufacture worldwide and distribute worldwide (except Japan) men's, women's and
some children's leather and rubber footwear, excluding athletic footwear, which
bear the GUESS logo and trademark. The license also includes related shoe care
products and accessories. Gross royalties earned by the Company under such
license agreement for the fiscal years ended December 31, 1993, 1994 and 1995,
and for the six months ended June 30, 1996, was $1,707,000, $1,893,000,
$2,117,000 and $858,000, respectively. In the same respective periods, the
Company purchased $3,715,000, $4,814,000, $6,357,000 and $2,725,000 of products
from Charles David for resale in the retail division's stores.

On September 1, 1994, the Company entered into a licensing agreement with
California Sunshine Active Wear, Inc. ("California Sunshine"), granting it the
rights to manufacture and distribute certain men's and women's activewear, which
bear the GUESS logo and trademark, in the United States. The Marciano Trusts
together own 51% of California Sunshine. Gross royalties earned by the Company
under such license agreement for the fiscal years ended December 31, 1994 and
1995, and for the six months ended June 30, 1996, was $0, $342,000 and $350,000,
respectively. In the same periods, the Company purchased $0, $254,000 and
$332,000 of products from California Sunshine for resale in the retail
division's stores.

Effective January 1, 1995, the Company entered into a licensing agreement
with Guess Italia, S.r.l. ("Guess Italia"), granting it the exclusive right in
Italy and non-exclusive right in other parts of Europe to manufacture and
distribute men's and women's apparel and accessories that bear the GUESS logo
and trademark. Guess Italia is owned 79% by the Company and 21% by Marciano
International, Inc., a company wholly owned by the Marciano Trusts, and being
merged into the Company as a part of the Reorganization. Gross royalties earned
by the Company under such license agreement for the fiscal year ended December
31, 1995, and for the six months ended June 30, 1996, was $505,000 and $266,000,
respectively. During 1993, 1994 and 1995 and the six months ended June 30, 1996,
the Company purchased $0, $0, $511,000 and $251,000 of products from Guess
Italia for resale in the retail division's stores. The Company sold $0,
$1,100,000, $411,000 and $94,000 of products to Guess Italia during 1993, 1994,
1995 and the six months ended June 30, 1996, respectively. The Company will pay
the Marciano Trusts an aggregate of $300,000 in connection with the merger of
Marciano International, Inc. into the Company. Such $300,000 payment is in
addition to and is not included in the S Corporation Distribution.

On May 3, 1994, the Company entered into an agreement with Ranche Limited
("Ranche") to serve as a non-exclusive buying agent for the Company in Hong
Kong, which agreement was terminated in the first quarter of 1996. Ranche is
currently a wholly owned subsidiary of Guess Europe, B.V. In the fiscal year
ended December 31, 1995, and in the six months ended June 30, 1996, Ranche
earned commission income from the Company of $1,334,000 and $192,000,
respectively, in connection with supplying product. In addition, Ranche operates
under a licensing arrangement to distribute product to authorized distributors.
Aggregate royalty income earned by the Company under such license for the fiscal
year ended December 31, 1995, and for the six months ended June 30, 1996, was
$240,000 and $133,000, respectively.

F-13
<PAGE>
GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

8. RELATED PARTY TRANSACTIONS (CONTINUED)
On December 1, 1992, the Company entered into a licensing agreement with
Nantucket Industries, Inc. ("Nantucket Industries") granting it the right to
distribute and manufacture men's and women's innerwear, which bear the GUESS
logo and trademark, in the United States. The Marciano Trusts together own 8.9%
of Nantucket Industries. Gross royalties earned by the Company under such
license agreement for the fiscal years ended December 31, 1993, 1994 and 1995,
and for the six months ended June 30, 1996, was $47,000, $214,000, $264,000 and
$157,000, respectively. In the same respective periods, the Company purchased
$23,000, $201,000, $505,000 and $313,000 of products from Nantucket Industries
for resale in the retail division's stores.

LEASES

The Company leases manufacturing, warehouse and administrative facilities
and one retail administrative facility from partnerships affiliated with the
Marciano Trusts. The leases will expire in July 2008. Aggregate lease payments
under such leases for the fiscal years ended December 31, 1993, 1994 and 1995
and the six months ended July 2, 1995 and June 30, 1996 were $2,065,000,
$2,610,000, $2,803,000, $1,250,000 and $1,286,000, respectively.

9. COMMITMENTS AND CONTINGENCIES

LEASES

The Company leases its showrooms and retail store locations under operating
lease agreements expiring on various dates through July 2008. Some of these
leases require the Company to make periodic payments for property taxes and
common area operating expenses. Certain leases include rent abatements and
scheduled rent escalations, for which the effects are being amortized and
recorded over the lease term. The Company also leases some of its equipment
under operating lease agreements expiring at various dates through May, 1999.

Future minimum rental payments under noncancelable operating leases at
December 31, 1995 are as follows:

<TABLE>
<S> <C>
Year ending December 31, (in thousands):
1996.................................................................... $ 19,784
1997.................................................................... 20,525
1998.................................................................... 19,205
1999.................................................................... 17,481
2000.................................................................... 16,509
Thereafter.............................................................. 74,964
---------
$ 168,468
---------
---------
</TABLE>

Rental expense for all operating leases during the years ended December 31,
1993, 1994, and 1995 aggregated $13,276,000, $16,295,000, and $21,940,000
respectively. Rental expenses for the six months ended July 2, 1995 and June 30,
1996 aggregated $10,087,000 and $12,640,000, respectively.

INCENTIVE BONUSES

Certain officers of the Company are entitled to incentive bonuses based on
the Company's profits.

LITIGATION

The Company is a party to various claims, complaints, and other legal
actions that have arisen in the ordinary course of business from time to time.
The Company believes that the outcome of all pending legal proceedings, in the
aggregate, will not have a material adverse effect on the Company's financial
condition or the results of its operations.

F-14
<PAGE>
GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

10. 401(K) SAVINGS PLAN
On January 1, 1992, the Company established the Guess ? Inc. Savings Plan
(the "Savings Plan") under Section 401(k) of the Internal Revenue Code. Under
the Savings Plan, associates may contribute up to 15% of their compensation per
year subject to the elective limits as defined by Internal Revenue Service
guidelines and the Company may make matching contributions in amounts not to
exceed 1.5% of the associates' annual compensation. The Company's contributions
to the Savings Plan during the years ended December 31, 1993, 1994 and 1995
aggregated $221,000, $213,000 and $261,000, respectively. Contributions to the
Savings Plan during the six months ended July 2, 1995 and June 30, 1996
aggregated $132,000 and $134,000, respectively.

11. QUARTERLY INFORMATION (UNAUDITED)
The following is a summary of the unaudited quarterly financial information
for the years ended December 31, 1994 and 1995 (in thousands):

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
1994
Net revenue............................................ $ 122,729 $ 119,383 $ 160,783 $ 144,917
Gross profit........................................... 59,784 53,611 79,232 63,196
Earnings before income taxes........................... 24,186 16,627 36,591 23,777
Net earnings........................................... 23,479 16,064 35,333 22,765
SUPPLEMENTAL PRO FORMA EARNINGS:
Earnings before income taxes........................... 24,186 16,627 36,591 23,777
Net earnings........................................... 14,512 9,976 21,955 14,266
1995
Net revenue............................................ 124,903 104,749 133,129 123,952
Gross profit........................................... 59,636 49,207 59,148 56,600
Earnings before income taxes........................... 21,271 12,998 17,322 15,223
Net earnings........................................... 20,712 12,282 16,484 14,441
SUPPLEMENTAL PRO FORMA EARNINGS:
Earnings before income taxes........................... 21,271 12,998 17,322 15,223
Net earnings........................................... 12,763 7,798 10,395 9,132
</TABLE>

12. INTERNATIONAL REVENUE
Net revenue is summarized as follows for the years ended December 31, 1993,
1994 and 1995 and the six months ended July 2, 1995 and June 30, 1996:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------------
JULY 2, JUNE 30,
1993 1994 1995 1995 1996
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Domestic................................... $ 506,301 $ 527,296 $ 453,344 $ 214,028 $ 228,235
International.............................. 13,923 20,516 33,389 15,624 29,171
---------- ---------- ---------- ---------- ----------
$ 520,224 $ 547,812 $ 486,733 $ 229,652 $ 257,406
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>

International revenue includes domestic sales to international markets,
sales of product from international subsidiaries and net royalties from foreign
licenses.

F-15
<PAGE>
GUESS ?, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996

13. SUBSEQUENT EVENTS
In May 1996, the Board of Directors authorized the filing of a registration
statement for an initial public offering of the Company's common stock.

Prior to the consummation of the Offerings, (i) Marciano International,
which is owned by the Marciano Trusts and currently holds an interest in the
subsidiaries of Guess, will be merged with and into Guess, (ii) all of the
capital stock of Guess Italia will be contributed to Guess? Europe, B.V., (iii)
the Company will effect a 32.66 to 1 split of the Common Stock and (iv) as part
of the S Corporation Distribution, the Company will distribute to its
stockholders $54.0 million of Common Stock (the "S Distribution Shares") with
the balance of between $126.0 million and $136.0 million being distributed in
the form of promissory notes bearing interest at 8% per annum (the "S
Distribution Notes"). The Company will pay the Marciano Trusts an aggregate of
$300,000 in connection with the merger of Marciano International, Inc. into the
Company. Such $300,000 payment is not included in the aggregate principal amount
of the S Distribution Notes. All of such transactions are referred to as the
"Reorganization."

Concurrently with the consummation of the transactions related to the
Offerings (the "Closing Date"), the Company's S corporation status will be
terminated (the "S Termination Date"). Prior to the S Termination Date, the
Company will declare a distribution to its stockholders that will include all of
its previously earned and undistributed S corporation earnings through the date
of termination of the Company's S corporation status. The S Corporation
Distribution will occur prior to the S Termination Date and will be comprised of
S Distribution Notes and the S Distribution Shares. Between July 1, 1996 and the
S Termination Date, the Company anticipates the increase in the S Distribution
Notes to be between $3.1 million and $13.1 million, including a gain for income
tax purposes recognized as a result of the sale of one of the Company's
aircraft. On and after the S Termination Date, the Company will no longer be
treated as an S corporation and, accordingly, will be fully subject to Federal
and state income taxes.

Immediately prior to the Offerings, the Company will grant options to
purchase 1,209,010 shares pursuant to the Company's 1996 Equity Incentive Plan
with an exercise price equal to the assumed initial public offering price of
$19.00 per share.

14. REORGANIZATION CHARGE
In the second quarter of 1996, the Company recorded a provision of $3.6
million for certain non-recurring charges relating to the writedown to net
realizable value of operating assets associated with the (i) disposal of two
currently active remote warehouse and production facilities, in contemplation of
the Offerings, which are not expected to be used in the Company's operations
after the Offerings, and (ii) the net book loss incurred by the Company in
connection with the sale of one of its aircraft in contemplation of the
Offerings; such aircraft sale was recorded in June 1996 and completed in July
1996.

The writedown to net realizable value related to the disposal of the
warehouse and production facilities of $2.4 million is based upon the asset
carrying value of $5.7 million less its appraisal value of $3.9 million and
includes a provision of $600,000 for estimated disposal costs, comprised
primarily of commissions, title fees and other customary real estate closing
costs. The writedown related to the sale of the aircraft of $1.2 million is
based upon the asset carrying value of $7.2 million less the sale price of $6.0
million. The estimated costs of disposal of the aircraft were immaterial. The
above assets are included in property and equipment at June 30, 1996 and the
Company has not recorded any depreciation expense on these assets from the date
the dispositions were contemplated.

The Company has not recorded the charge related to the warehouse and
production facilities to be disposed of as a cumulative effect from the
implementation of SFAS No. 121 recorded net of tax, because the effect of such
implementation is immaterial to the consolidated financial statements.

F-16
<PAGE>
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.

--------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus Summary............................. 3
Risk Factors................................... 8
Company History, the Reorganization and Prior S
Corporation Status............................ 13
Use of Proceeds................................ 14
Dividend Policy................................ 14
Capitalization................................. 15
Dilution....................................... 16
Selected Financial Data........................ 17
Selected Pro Forma Financial Data.............. 19
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 20
Business....................................... 30
Management..................................... 43
Certain Transactions........................... 55
Principal Stockholders......................... 58
Shares Eligible for Future Sale................ 59
Description of Capital Stock................... 60
Certain United States Federal Tax Consequences
to Non-United States Holders.................. 62
Underwriting................................... 64
Legal Matters.................................. 66
Experts........................................ 66
Additional Information......................... 66
Index to Financial Statements.................. F-1
</TABLE>

7,000,000 SHARES

[LOGO]

COMMON STOCK

-------------------

PROSPECTUS

-------------------

MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED

, 1996

- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 6, 1996

PROSPECTUS

7,000,000 SHARES

[LOGO]

COMMON STOCK
------------------

Of the 7,000,000 shares of Common Stock of Guess ?, Inc. offered hereby,
1,400,000 shares are initially being offered outside the United States and
Canada by the International Managers and 5,600,000 shares are initially being
offered in the United States and Canada by the U.S. Underwriters. The initial
public offering price and the aggregate underwriting discount per share are
identical for each of the Offerings. See "Underwriting."

The Common Stock has been approved for listing on the New York Stock
Exchange under the symbol "GES," subject to official notice of issuance.

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

------------------------

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT (1) COMPANY (2)
<S> <C> <C> <C>
Per Share........................... $ $ $
Total (3)........................... $ $ $
</TABLE>

(2) Before deducting expenses payable by the Company estimated to be $1,750,000.

(3) The Company has granted to the International Managers and the U.S.
Underwriters options, exercisable within 30 days after the date of this
Prospectus, to purchase up to an additional 210,000 and 840,000 shares of
Common Stock, respectively, to cover over-allotments, if any. If all such
additional shares are purchased, the total Price to Public, Underwriting
Discount and Proceeds to Company will be $ , $ and
$ , respectively. See "Underwriting."

--------------------------
The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, and subject to
the approval of certain legal matters by counsel for the Underwriters and
certain other conditions. The Underwriters reserve the right to withdraw, cancel
or modify such offer and to reject orders in whole or in part. It is expected
that delivery of the shares of Common Stock will be made in New York, New York
on or about , 1996.

--------------------------
MERRILL LYNCH INTERNATIONAL MORGAN STANLEY & CO.
INTERNATIONAL
----------------------------------------

The date of this Prospectus is , 1996.
<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

UNDERWRITING

Subject to the terms and conditions set forth in an international purchase
agreement (the "International Purchase Agreement") among the Company and each of
the underwriters named below (the "International Managers"), and concurrently
with the sale of 5,600,000 shares of Common Stock to the U.S. Underwriters (as
defined below), the Company has agreed to sell to each of the International
Managers, and each of the International Managers severally has agreed to
purchase from the Company, the number of shares of Common Stock set forth
opposite its name below.

<TABLE>
<CAPTION>
NUMBER
INTERNATIONAL MANAGERS OF SHARES
-----------
<S> <C>
Merrill Lynch International...........................................
Morgan Stanley & Co. International Limited............................
-----------
Total....................................................... 1,400,000
-----------
-----------
</TABLE>

Merrill Lynch International and Morgan Stanley & Co. International Limited
are acting as representatives (the "International Representatives") of the
International Managers.

The Company has also entered into a purchase agreement (the "U.S. Purchase
Agreement" and, together with the International Purchase Agreement, the
"Purchase Agreements") with certain underwriters in the United States and Canada
(collectively, the "U.S. Underwriters," and together with the International
Managers, the "Underwriters"), for whom Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated are acting as representatives
(the "U.S. Representatives" and, together with the International
Representatives, the "Representatives"). Subject to the terms and conditions set
forth in the U.S. Purchase Agreement, and concurrently with the sale of
1,400,000 shares of Common Stock to the International Managers pursuant to the
International Purchase Agreement, the Company has agreed to sell to the U.S.
Underwriters, and the U.S. Underwriters have severally agreed to purchase from
the Company, an aggregate of 5,600,000 shares of Common Stock. The initial
public offering price per share of Common Stock and the underwriting discount
per share of Common Stock are identical under the International Purchase
Agreement and the U.S. Purchase Agreement.

In the International Purchase Agreement and the U.S. Purchase Agreement, the
several International Managers and the several U.S. Underwriters, respectively,
have agreed, subject to the terms and conditions set forth therein, to purchase
all of the shares of Common Stock being sold pursuant to each such Agreement if
any of the shares of Common Stock being sold pursuant to such Agreement are
purchased. Under certain circumstances, the commitments of non-defaulting
International Managers or U.S. Underwriters (as the case may be) may be
increased. The purchase of shares of Common Stock by the International Managers
is conditioned upon the purchase of shares of Common Stock by the U.S.
Underwriters and vice versa.

The International Managers and the U.S. Underwriters have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") providing for the
coordination of their activities. The Underwriters are permitted to sell shares
of Common Stock to each other for purposes of resale at the initial public
offering price, less an amount not greater than the selling concession. Under
the terms of the Intersyndicate Agreement, the International Managers and any
dealer to whom they sell shares of Common Stock will not offer to sell or sell
shares of Common Stock to persons who are U.S. or Canadian persons or to persons
they believe intend to resell to persons who are U.S. or Canadian persons, and
the U.S. Underwriters and any dealer to whom they sell shares of Common Stock
will not offer to sell or sell shares of Common Stock to non-U.S. persons or to
non-Canadian persons or to persons they believe intend to resell to non-U.S.
persons or non-Canadian persons, except in the case of transactions pursuant to
the Intersyndicate Agreement. The International Representatives have advised the
Company that the International Managers propose initially to offer the shares of
Common Stock to the public at the initial public offering price set forth on the
cover

64
<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
page of this Prospectus, and to certain selected dealers at such price less a
concession not in excess of $
per share of Common Stock. The International Managers may allow, and such
dealers may reallow, a discount not in excess of $ per share of Common Stock
on sales to certain other dealers. After the initial public offering, the public
offering price, concession and discount may be changed.

Each International Manager has agreed that (i) it has not offered or sold,
and, for a period of six months following consummation of the Offerings, will
not offer or sell, to persons in the United Kingdom, other than to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (ii) it has complied with and will comply
with all applicable provisions of the Financial Services Act 1986 with respect
to anything done by it in relation to the shares of Common Stock in, from or
otherwise involving the United Kingdom and (iii) it has only issued or passed on
and will only issue or pass on in the United Kingdom any document received by it
in connection with the issue of the shares of Common Stock to a person who is of
a kind described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1995, or is a person to whom such document
may otherwise lawfully be issued or passed on.

Purchasers of the shares hereby may be required to pay stamp taxes and other
charges in accordance with the laws and practices of the country of purchase, in
addition to the offering price set forth on the cover page hereby.

The Company has granted an option to the International Managers, exercisable
within 30 days after the date of this Prospectus, to purchase up to an aggregate
of 210,000 additional shares of Common Stock at the initial public offering
price set forth on the cover page of this Prospectus, less the underwriting
discount. The International Managers may exercise this option only to cover
over-allotments, if any, made on the sale of the Common Stock offered hereby. To
the extent that the International Managers exercise this option, each
International Manager will be obligated, subject to certain conditions, to
purchase a number of additional shares of Common Stock proportionate to such
International Manager's initial amount reflected in the foregoing table. The
Company also has granted an option to the U.S. Underwriters, exercisable within
30 days after the date of this Prospectus, to purchase up to an aggregate of
840,000 additional shares of Common Stock to cover over-allotments, if any, on
terms similar to those granted to the International Managers.

65
<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
the history of, and the prospects for, the Company and the industry in which it
competes, an assessment of the Company's management, its past and present
operations, the prospects for, and timing of, future revenues of the Company,
the present state of the Company's development, and the above factors in
relation to market values and valuation measures of other companies engaged in
activities similar to the Company. There can be no assurance that an active
trading market will develop for the Common Stock or that the Common Stock will
trade in the public market subsequent to the Offerings at or above the initial
public offering price.

The Underwriters do not intend to confirm sales of the Common Stock offered
hereby to any accounts over which they exercise discretionary authority.

66
<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

LEGAL MATTERS

EXPERTS

ADDITIONAL INFORMATION

67
<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

--------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus Summary............................. 3
Risk Factors................................... 8
Company History, the Reorganization and Prior S
Corporation Status............................ 13
Use of Proceeds................................ 14
Dividend Policy................................ 14
Capitalization................................. 15
Dilution....................................... 16
Selected Financial Data........................ 17
Selected Pro Forma Financial Data.............. 19
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 20
Business....................................... 30
Management..................................... 43
Certain Transactions........................... 55
Principal Stockholders......................... 58
Shares Eligible for Future Sale................ 59
Description of Capital Stock................... 60
Certain United States Federal Tax Consequences
to Non-United States Holders.................. 62
Underwriting................................... 64
Legal Matters.................................. 67
Experts........................................ 67
Additional Information......................... 67
Index to Financial Statements.................. F-1
</TABLE>

7,000,000 SHARES

[LOGO]

COMMON STOCK

-------------------

PROSPECTUS

-------------------

MERRILL LYNCH INTERNATIONAL
MORGAN STANLEY & CO.
INTERNATIONAL

, 1996

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
SEC registration fee............................................ $ 83,911
NASD fee........................................................ 24,834
NYSE listing fee................................................ 235,100
Blue sky fees................................................... 25,000
Printing and engraving expenses................................. 221,000
Accountants' fees and expenses.................................. 185,000
Attorneys' fees and expenses.................................... 425,000
Transfer agent fees............................................. 10,000
Miscellaneous................................................... 540,155
---------
Total......................................................... $1,750,000
---------
---------
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Pursuant to Section 145 of the General Corporation Law of Delaware (the
"Delaware Corporation Law"), Article IX of the Bylaws of the Registrant, a copy
of which is filed as Exhibit 3.2 to this Registration Statement, provides that
the Registrant shall indemnify any person in connection with any threatened,
pending or completed legal proceeding (other than a legal proceeding by or in
the right of the Registrant) by reason of the fact that he is or was a director
or officer of the Registrant or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation,
partnership or other enterprise against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such legal proceeding if he acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interests
of the Registrant, and, with respect to any criminal action or proceeding, if he
had no reasonable cause to believe that his conduct was unlawful. If the legal
proceeding is by or in the right of the Registrant, the director or officer may
be indemnified by the Registrant against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such legal proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Registrant and
except that he may not be indemnified in respect of any claim, issue or matter
as to which he shall have been adjudged to be liable to the Registrant unless a
court determines otherwise.

Article IX of the Registrant's Bylaws allows the Registrant to maintain
director and officer liability insurance on behalf of any person who is or was a
director or officer of the Registrant or such person who serves or served as
director, officer, employee or agent of another corporation, partnership or
other enterprise at the request of the Registrant.

Pursuant to Section 102(b)(7) of the Delaware Corporation Law, Article VII
of the Restated Certificate of Incorporation of the Registrant, a copy of which
is filed as Exhibit 3.1 to this Registration Statement, provides that no
director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for any breach of his fiduciary duty as a
director; provided, however, that such clause shall not apply to any liability
of a director (1) for any breach of his duty of loyalty to the Registrant or its
stockholders, (2) for acts or omissions that are not in good faith or involve
intentional misconduct or a knowing violation of the law, (3) under Section 174
of the Delaware Corporation Law, or (4) for any transaction from which the
director derived an improper personal benefit.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

In connection with the organization of the Registrant in August 1993, Armand
Marciano purchased 100 shares of common stock of the Registrant. On August 23,
1993, Armand Marciano sold such shares to Guess ?, Inc., a California
corporation ("Guess California"), the Registrant's predecessor. Thereafter, in
connection with the merger of Guess California with and into the Registrant
pursuant to an Agreement and Plan of Merger between the Registrant and Guess
California, all of the then outstanding shares of common

II-1
<PAGE>
stock of the Registrant were cancelled and retired, and all of the then
outstanding shares of the common stock of Guess California were converted into
and became shares of common stock of the Registrant. In addition, on August 23,
1993, Guess California sold $130.0 million principal amount of 9 1/2% Senior
Subordinated Notes due 2003 (the "Senior Subordinated Notes") to Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith, Incorporated ("Merrill Lynch") at
100% of the principal amount thereof (less aggregate discounts of $3.25
million). Each of such transactions was exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
in reliance on Section 4(2) of the Securities Act on the basis that such
transaction did not involve a public offering. In accordance with the agreement
pursuant to which Merrill Lynch purchased the Senior Subordinated Notes, Merrill
Lynch agreed to offer and sell the Senior Subordinated Notes only to "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act), a
limited number of institutional "accredited investors" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and pursuant to offers and
sales that occur outside the United States within the meaning of Regulation S
under the Securities Act. Except for the transactions referred to above, there
have not been any recent sales of unregistered securities by the Registrant.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- ----------------------------------------------------------------------
<C> <S>
+1.1. Form of U.S. Purchase Agreement.
+1.2. Form of International Purchase Agreement.
+3.1. Restated Certificate of Incorporation of the Registrant.
+3.2. Bylaws of the Registrant.
4.1. Indenture, dated August 23, 1993, between the Registrant and First
Trust National Association, as Trustee. (1)
4.2. First Supplemental Indenture, dated August 23, 1993, between the
Registrant and First Trust National Association, as Trustee. (1)
+4.3. Specimen stock certificate.
+5.1. Opinion of Shearman & Sterling.
+10.1. Form of Amended and Restated Stockholders' Agreement.
10.2. Letter Agreement, dated July 9, 1993, among the Registrant, Georges
Marciano, Maurice Marciano, Paul Marciano, Armand Marciano and trusts
for their respective benefit. (1)
10.3. Employment Agreement, dated March 1, 1994, between the Registrant and
Roger A. Williams. (3)
+10.4. Letter Agreement, dated January 22, 1996, between the Registrant and
Andrea Weiss.
+10.5. Employment Agreement, dated as of May 14, 1996, between the Registrant
and Francis K. Duane.
10.6. General Release and Indemnity Agreement, dated August 23, 1993, among
Maurice, Paul and Armand Marciano, their respective trusts, the
Registrant, Georges Marciano and his trust. (1)
10.7. General Release Agreement, dated August 23, 1993, among Maurice, Paul
and Armand Marciano, their respective trusts, the Registrant, and
Georges Marciano and his trust. (1)
10.8. Cancellation and Reassignment Agreement, dated August 23, 1993, among
the Registrant, MSKMarciano, Inc., Georges Marciano, Inc. and Georges
Marciano. (1)
10.9. Alameda Lease, dated July 29, 1992, among the Registrant and 1444
Partners, Ltd. (1)
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- ----------------------------------------------------------------------
<C> <S>
10.10. Revolving Credit Agreement, dated as of December 20, 1993, between the
Registrant and The First National Bank of Boston, as agent, and Sanwa
Bank California, as co-agent, and the group of financial institution
party thereto (the "Revolving Credit Agreement"). (3)
10.11. Security Agreement, dated December 20, 1993, between the Registrant
and the First National Bank of Boston, as agent for itself and for
certain lenders. (3)
10.12. Amendment No. 1 to the Revolving Credit Agreement, dated January 20,
1994, among the parties thereto. (4)
10.13. Amendment No. 2 to the Revolving Credit Agreement, dated April 1,
1994, among the parties thereto. (4)
10.14. Amendment No. 3 to the Revolving Credit Agreement, dated July 18,
1994, among the parties thereto. (4)
10.15. Amendment No. 4 to the Revolving Credit Agreement, dated October 24,
1994, among the parties thereto. (4)
10.16. Amendment No. 5 to the Revolving Credit Agreement, dated February 13,
1995, among the parties thereto. (5)
10.17. Amendment No. 6 to the Revolving Credit Agreement, dated September 14,
1995, among the parties thereto. (5)
10.18. Amendment No. 7 to the Revolving Credit Agreement, dated December 22,
1995, among the parties thereto. (5)
+10.19. Amendment No. 8 to the Revolving Credit Agreement, dated February 13,
1996, among the parties thereto.
10.20. Agreement as to Consignment of Documents and Related Matters, dated
December 22, 1995, between the Registrant and The First National Bank
of Boston. (5)
+10.21. 1996 Equity Incentive Plan.
+10.22. 1996 Non-Employee Directors' Stock Option Plan.
+10.23. Annual Incentive Bonus Plan.
+10.24. Form of Employment Agreement between the Registrant and Maurice
Marciano.
+10.25. Form of Employment Agreement between the Registrant and Paul Marciano.
+10.26. Form of Employment Agreement between the Registrant and Armand
Marciano.
+10.27. Form of Registration Rights Agreement among the Registrant and certain
stockholders of the Registrant.
+10.28. Form of Indemnification Agreement among the Registrant and certain
stockholders of the Registrant.
+10.29. Form of Indemnification Agreement.
+21.1. List of Subsidiaries.
23.1. Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
+23.2. Consent of Shearman & Sterling (included in Exhibit 5.1).
+24.1. Power of Attorney.
+27.1 Financial Data Schedule.
</TABLE>

II-3
<PAGE>
(b) Financial Statement Schedule:

<TABLE>
<CAPTION>
DESCRIPTION
------------------------------------------------------------------------------
<C> <S>
Schedule II Valuation and Qualifying Accounts
</TABLE>

- ------------------------
+ Previously filed.

(1) Incorporated by reference from the Registration Statement on Form S-1
(Registration No. 33-69236) originally filed by the Company on September 22,
1993.

(2) Incorporated by reference from Amendment No. 1 to the Registration Statement
on Form S-1 (File No. 33-69236) filed by the Company on November 24, 1993.

(3) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the quarter ended March 27, 1994.

(4) Incorporated by reference from the Company's Annual Report on Form 10-K for
the year ended December 31, 1994.

(5) Incorporated by reference from the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.

ITEM 17. UNDERTAKINGS.

(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the Common Stock being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

(b) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.

(c) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, on August 5, 1996.

GUESS ?, INC.

By: *

-----------------------------------
Name: Maurice Marciano
Title: CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------

Chairman of the Board and
* Chief Executive Officer
- ----------------------------------- (Principal Executive August 5, 1996
Maurice Marciano Officer)

* President, Chief
- ----------------------------------- Operating Officer and August 5, 1996
Paul Marciano Director

* Senior Executive Vice
- ----------------------------------- President, Secretary and August 5, 1996
Armand Marciano Director

/s/ ROGER A. WILLIAMS Chief Financial Officer
- ----------------------------------- (Principal Financial and August 5, 1996
Roger A. Williams Accounting Officer)

/s/ ROGER A. WILLIAMS Attorney-in-fact for the
- ----------------------------------- persons marked above
Roger A. Williams with an *

II-5
<PAGE>
SCHEDULE II
GUESS ?, INC. & SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO DEDUCTIONS BALANCE
BEGINNING COSTS AND AND AT END
DESCRIPTION OF PERIOD EXPENSES WRITE-OFFS OF PERIOD
- ------------------------------------------------------------------ ----------- ------------- ----------- ---------
<S> <C> <C> <C> <C>
As of December 31, 1993
Allowance for obsolescence...................................... $ 1,026 -- $ (26) $ 1,000
Accounts receivable............................................. 9,235 7,505 (834) 15,906

As of December 31, 1994
Allowance for obsolescence...................................... 1,000 1,400 -- 2,400
Accounts receivable............................................. 15,906 758 (6,273) 10,391

As of December 31, 1995
Allowance for obsolescence...................................... 2,400 2,352 (392) 4,360
Accounts receivable............................................. 10,391 5,147 (4,689) 10,849
</TABLE>

S-1
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBER PAGE
- --------- ------------------------------------------------------------------------------------- -------------
<C> <S> <C>
+1.1. Form of U.S. Purchase Agreement.
+1.2. Form of International Purchase Agreement.
+3.1. Restated Certificate of Incorporation of the Registrant.
+3.2. Bylaws of the Registrant.
4.1. Indenture, dated August 23, 1993, between the Registrant and First Trust National
Association, as Trustee. (1)
4.2. First Supplemental Indenture, dated August 23, 1993, between the Registrant and First
Trust National Association, as Trustee. (1)
+4.3. Specimen stock certificate.
+5.1. Opinion of Shearman & Sterling.
+10.1. Form of Amended and Restated Stockholders' Agreement.
10.2. Letter Agreement, dated July 9, 1993, among the Registrant, Georges Marciano, Maurice
Marciano, Paul Marciano, Armand Marciano and trusts for their respective benefit.
(1)
10.3. Employment Agreement, dated March 1, 1994, between the Registrant and Roger A.
Williams. (3)
+10.4. Letter Agreement, dated January 22, 1996, between the Registrant and Andrea Weiss.
+10.5. Employment Agreement, dated as of May 14, 1996, between the Registrant and Francis K.
Duane.
10.6. General Release and Indemnity Agreement, dated August 23, 1993, among Maurice, Paul
and Armand Marciano, their respective trusts, the Registrant, Georges Marciano and
his trust. (1)
10.7. General Release Agreement, dated August 23, 1993, among Maurice, Paul and Armand
Marciano, their respective trusts, the Registrant, and Georges Marciano and his
trust. (1)
10.8. Cancellation and Reassignment Agreement, dated August 23, 1993, among the Registrant,
MSKMarciano, Inc., Georges Marciano, Inc. and Georges Marciano. (1)
10.9. Alameda Lease, dated July 29, 1992, among the Registrant and 1444 Partners, Ltd. (1)
10.10. Revolving Credit Agreement, dated as of December 20, 1993, between the Registrant and
The First National Bank of Boston, as agent, and Sanwa Bank California, as co-agent,
and the group of financial institution party thereto (the "Revolving Credit
Agreement"). (3)
10.11. Security Agreement, dated December 20, 1993, between the Registrant and the First
National Bank of Boston, as agent for itself and for certain lenders. (3)
10.12. Amendment No. 1 to the Revolving Credit Agreement, dated January 20, 1994, among the
parties thereto. (4)
10.13. Amendment No. 2 to the Revolving Credit Agreement, dated April 1, 1994, among the
parties thereto. (4)
10.14. Amendment No. 3 to the Revolving Credit Agreement, dated July 18, 1994, among the
parties thereto. (4)
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBER PAGE
- --------- ------------------------------------------------------------------------------------- -------------
<C> <S> <C>
10.15. Amendment No. 4 to the Revolving Credit Agreement, dated October 24, 1994, among the
parties thereto. (4)
10.16. Amendment No. 5 to the Revolving Credit Agreement, dated February 13, 1995, among the
parties thereto. (5)
10.17. Amendment No. 6 to the Revolving Credit Agreement, dated September 14, 1995, among
the parties thereto. (5)
10.18. Amendment No. 7 to the Revolving Credit Agreement, dated December 22, 1995, among the
parties thereto. (5)
+10.19. Amendment No. 8 to the Revolving Credit Agreement, dated February 13, 1996, among the
parties thereto.
10.20. Agreement as to Consignment of Documents and Related Matters, dated December 22,
1995, between the Registrant and The First National Bank of Boston. (5)
+10.21. 1996 Equity Incentive Plan.
+10.22. 1996 Non-Employee Directors' Stock Option Plan.
+10.23. Annual Incentive Bonus Plan.
+10.24. Form of Employment Agreement between the Registrant and Maurice Marciano.
+10.25. Form of Employment Agreement between the Registrant and Paul Marciano.
+10.26. Form of Employment Agreement between the Registrant and Armand Marciano.
+10.27. Form of Registration Rights Agreement among the Registrant and certain stockholders
of the Registrant.
+10.28. Indemnification Agreement, dated , 1996, among the Registrant and certain
stockholders of the Registrant.
+10.29. Form of Indemnification Agreement.
+21.1. List of Subsidiaries.
23.1. Consent of KPMG Peat Marwick LLP, independent certified public accountants.
+23.2. Consent of Shearman & Sterling (included in Exhibit 5.1).
+24.1. Power of Attorney.
+27.1 Financial Data Schedule.
</TABLE>

- ------------------------
+ Previously filed

(1) Incorporated by reference from the Registration Statement on Form S-1
(Registration No. 33-69236) originally filed by the Company on September 22,
1993.

(2) Incorporated by reference from Amendment No. 1 to the Registration Statement
on Form S-1 (File No. 33-69236) filed by the Company on November 24, 1993.

(3) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the quarter ended March 27, 1994.

(4) Incorporated by reference from the Company's Annual Report on Form 10-K for
the year ended December 31, 1994.

(5) Incorporated by reference from the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
Guess ?, Inc.:

The audits referred to in our report dated March 1, 1996 included the
related financial statement schedule as of and for each of the years in the
three-year period ended December 31, 1995, included in the registration
statement. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.

We consent to the use of our reports included herein and to the reference to
our firm under the headings "Selected Financial Data" and "Experts" in the
prospectus.

KPMG PEAT MARWICK LLP

Los Angeles, California
August 5, 1996