SecProbe.io

July 28, 2010
 Kosta N. Kartsotis Chief Executive Officer Fossil, Inc.  2280 N. Greenville Avenue Richardson, Texas 75082
Re: Fossil, Inc.   Form 10-K for the Fiscal Year Ended January 2, 2010
Filed March 3, 2010 Definitive Proxy Statement on Schedule 14A Filed April 15, 2010 File No. 000-19848
 Dear Mr. Kartsotis:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 You should comply with the comments in all future filings, as applicable.  Please confirm
in writing that you will do so, and also explain to us in sufficient detail for an understanding of
the disclosure how you intend to comply by provi ding us with your proposed revisions.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.       Form 10-K for the Fiscal Year Ended January 2, 2010

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
43
 Critical Accounting Policies and Estimates, page 44

 Impairment of Goodwill and Trade Names, page 45

1. Please expand your disclosure to provide additional qualitative a nd quantitative factors
that convey to investors the current and ongoing risks related to the recoverability of

Mr. Kosta N. Kartsotis Fossil, Inc.
July 28, 2010 Page 2

goodwill as well as the risks that additional ch arges may be required in future periods.
Refer to Item 303 of Regulation S-K and S ection V of our Interp retive Release No. 33-
8350.  For example, disclose exactly when you perform the annual impairment test in the fourth quarter and identify the reporting un it at which you test goodwill for impairment.
In addition, you should also disclose whether any of your reporting units are at risk of
failing step one of the impairment test or that the fair value of each of your reporting units is substantially in excess of carrying value.   For each reporting unit that is at risk of
failing step one, you should provide:

• the percentage by which the fair value of the reporting unit exceeded carrying
value as of the date of the most recent test;
• a description of the methods and ke y assumptions used and how the key
assumptions were determined;

• a discussion of the degree of uncertainty  associated with the key assumptions.
The discussion regarding uncertainty s hould provide specifics to the extent
possible if the valuation model assumes recovery from a business downturn within a defined period of time; and

• a description of potential events and/or  changes in circumstances that could
reasonably be expected to negativ ely affect the key assumptions.

2. We note your impairment discussion with re spect to indefinite lived trade names.
However, your disclosures do not provide a ny insight into the potential for further
impairment charges.  Given the significant am ount of your indefinite lived trade names
and to enhance your disclosures for transparen cy, please revise to include a summary of
your significant trade names and the percenta ge by which their fair values exceeded
recorded values.
 Results of Operations, page 50

3. You provide a discussion of the various busin ess reasons behind the change of net sales
from the prior year.  However, in circumst ances where there are more than one driver
behind the change, you should quantify the increm ental impact of each individual driver
in your discussion so as to enable investor s to better understand your  performance.  For
example, you indicate that the net sales decline in your European wholesale segment during fiscal year 2009 was primarily the resu lt of sales volume declines in your core
watch and jewelry businesses of 9.4% and 16.1%, respectively.  While this information is helpful, you do not quantify the actual net sales change for your watch and jewelry
business.  Further, we note your disclosu res that your leather business increased 18.5%
during fiscal 2009 without specif ic quantification of the actua l leather net sales resulting
from volume or price changes.  In this re gard, please quantify by brand and business the
actual net sales and the increase resulting fr om volume or price changes to provide a
more complete picture of the variability of your net sales.  Refer to Item 303(a)(3) of
Regulation S-K, Financial Reporting Codification 501.04, and SEC Release No. 33-8350.

Mr. Kosta N. Kartsotis Fossil, Inc.
July 28, 2010 Page 3

Notes to Consolidated Financial Statements, page 69

Note 7. Derivatives and Risk Management, page 80

4. We note your disclosures of the use of forei gn currency forward contracts to hedge the
various future intercompany inventory payments  and that the contracts closely match the
terms of the underlying transaction for hedge a ccounting treatment.  Please explain to us
and disclose in more detail your hedg e strategy when you designate the hedge
instruments with the underlyi ng hedged transactions.  In  addition, please tell us and
disclose how you assess the effectiv eness of your cash flow hedges.

Note 16. Major Customer, Segment and Geographic Information, page 98

5. Please provide the revenue disclosures by product as required by FASB ASC 280-50-40.
 Schedule II, page 110

6. Please explain to us why your bad debt allowa nce has been increasing for the past three
fiscal years.  In this regard, we note ending reserve balances of $9,923,000 $13,364,000
and $15,963,000 for the fiscal years ended 2007, 2008, and 2009, respectively.  Please be
detailed in your analysis.
 Exhibits, page 111

7. It appears that exhibit 10 .13, the  Loan Agreement with Wells Fargo Bank dated
September 23, 2004, does not include Exhibits A and B.  Please advise or refile a
complete copy of this agreement with your next periodic report.

Definitive Proxy Statement on Schedule 14A filed April 15, 2010
 Compensation Discussion and Analysis, page 21

 Compensation Program Objectiv es and Philosophy, page 21

8. We note your disclosure in the last paragraph in response to Item 402(s) of Regulation S-
K.  Please describe to us the proce ss you undertook to reach that conclusion.
 Use of Performance Rating, page 22

9. We note your disclosure that quantitative a nd qualitative measures  are analyzed to
determine the performance rating for each ex ecutive officer, which is then used to
calculate the elements of compensation.  Pleas e describe in greater detail the measures
analyzed for each  executive officer in fiscal 2009, and disclose how they resulted in the

Mr. Kosta N. Kartsotis Fossil, Inc.
July 28, 2010 Page 4

“exceeds expectations” performance rating fo r each executive officer.  See Item
402(b)(1)(v) and 402(b)(2)(vii) of Regulation S-K.
 Annual Cash Incentive Opportunities, page 25

10. We note your disclosure that in fis cal 2009 you exceeded your maximum operating
income target and 100% of the Named Execu tive Officer’s eligible bonus amount based
on their performance rating was paid in 2010.  Please tell us why you have not reflected
these bonuses under the non-equity  incentive plan compensation column in the summary
compensation table for fiscal 2009, since it a ppears that these bonuses were earned in
fiscal 2009.  See Instruction 4 to Item 402(c) of Regulation S-K.

11. Please quantify the fiscal 2009 annual cash incentive bonus for each  executive officer and
disclose how it was calculated.  In your res ponse, please also disc lose the performance
rating, quantify the actual operating income achie ved, and describe the formula applied to
calculate each executive o fficer’s bonus.  Note that under Item 402(b)(1)(v) of
Regulation S-K, a filer must disclose how it determined the amount and formula for each
element of compensation.

Retention and Incentive Equity Awards, page 26

12. Please disclose in greater detail the factors taken into consideration in determining the
number of restricted stock and stoc k appreciation rights granted to each  named executive
officer, and explain how the award amounts were determined for fiscal 2009.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
             In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Robert Babula, Accountan t, at (202) 551-3339 or Andrew Mew,
Accounting Branch Chief, at (202) 551- 3377 if  you have questions regarding comments on the

Mr. Kosta N. Kartsotis Fossil, Inc.  July 28, 2010 Page 5

financial statements and related matters.  Please  contact Angie Kim, Staf f Attorney, at (202) 551-
3535, Brigitte Lippmann, Special Counsel, at (202) 551-3713 or me at (202) 551-3720 with any
other questions.
Sincerely,

H. Christopher Owings  Assistant Director
  cc:  Garrett A. DeVries  Haynes and Boone, LLP