SecProbe.io

June 3, 2013

Via E -mail
Kosta N. Kartsotis
Chief Executive Officer
Fossil, Inc.
901 S. Central Expressway
Richardson, TX 75080

Re: Fossil, Inc.
 Form 10-K for the Fiscal Year Ended December 29, 2012
Filed February 27, 2013
File No. 000 -19848

Dear Mr. Kartsotis :

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend  to expand our
review to ot her portions of your documents.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing,  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 circumstances or do not
believe an amendment is appropriate, please tell us why in your res ponse.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operatio ns, page 45

Results of Operations, page 50

1. We note you aggregate your ecommerce sales, catalog activities and Company owned
retail stores into one segment.  Please provide a breakout of sales related to each of these
activities for each of the periods pr esented as part of your response.  Given the growth in
the e -commerce business within the retail industry in recent years along with the fact that
you reduced the number of your global catalog circulation in 2011 and again in 2012,
please also tell us what  consideration you gave to providing this breakout detail within
your results of operations where necessary for investors to ascertain the likelihood that
past performance is indicative of future performance.  We refer you to the guidance
outlined in SEC R elease Number 33 -8350.

Kosta N. Kartsotis
Fossil, Inc.
June 3, 2013
Page 2

 Liquidity and Capital Resources, page 58

2. We note that a significant majority of your cash and cash equivalents for each period
provided was held in banks outside the U.S.  Please t ell us what consideration you gave
to providing liqu idity disclosures that discuss the potential tax impact associated with the
repatriation of this cash.  In this regard, we note your liquidity discussion on page 61
where you disclose undistributed earnings of your foreign operations are considered to be
indefinitely reinvested and that you believe you have sufficient sources of liquidity to
fund your working capital needs, common stock repurchases and planned capital
expenditures for the next twelve months.  Given a substantial portion of your cash
balance s at January 1, 2013 were held outside of the U.S., it appears those amounts may
contribute disproportionately to your overall liquidity position.   Further, please tell us
your consideration for providing an enhanced liquidity discussion illustrating that some
cash and investments are not presently available to fund domestic operations without
paying a significant amount of taxes upon their repatriation or explain to us why you
believe such a discussion would not be meaningful to investors.

Item 8. Consoli dated Financial Statements and Supplementary Data, page 65

Note 13. Income Taxes, page 91

3. We note your effective income tax rate has benefited due  to the foreign rate differential.
Please explain whether earnings are being generated in jurisdictions wit h very low rates.
If so, describe the rates and the pre -tax income for the most significant jurisdictions.

4. We note you have disclosed that is not practicable to determine the tax amounts that
would be payable if the $557 million in undistributed foreign earnings were distributed to
the U.S. parent.  Please explain why it is impracticable to determine the tax am ounts in -
light-of the fact that you have determined and recorded a deferred tax liability for the
$395 million in undistributed foreign earnings not considered indefinitely reinvested.

We urge all persons who are responsible for the 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 require.   Since the company and its management are
in possession of all facts relating to a co mpany’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 adequac y and accuracy of the disclosure 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

Kosta N. Kartsotis
Fossil, Inc.
June 3, 2013
Page 3

  the company may not assert staff comments as a def ense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Scott Stringer, Staff Accountant , at (202) 551 -3272  or Jason Niethamer,
Assistant Chief Accountant , at (202) 551 -3855  if you have questions regarding our comments .
Please contact me at (202) 551 -3720  with any other questions.

Sincerely,

 /s/ Andrew Mew

Andrew Mew
Accounting Branch Chief

cc:  Randy Hyne, General Counsel