SecProbe.io

Mail Stop 3561
April 23 , 2018

Mr. Jeffrey N. Boyer
Executive Vice President, Chief Financial Officer and Treasurer
Fossil Group, Inc.
901 S. Central Expressway
Richardson, TX 75080

Re: Fossil Group, Inc.
 Form 10-K for the Fiscal Year Ended December  30, 2017
Filed March 2 , 2018
File No. 0-19848

Dear Mr. Boyer :

We have limited our review of your filing to the financial statements and related
disclosures 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.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Management ’s Discussion and Analysis of Financial Condition and Results of Operations, page
35

1. We note your risk factor “The loss of any of our license agreements, pursuant to which a
number of our products are produced, may result in the loss of significant revenues and
may adversely affect our business” on page 18.  You state that your MICHAEL KOR S
and ARMANI license agreements may be terminated by the licensor effective at the end
of 2019 if you fail to meet certain net sales thresholds in 2018.  You further state that if
you are unable to achieve the minimum nets sales thresholds, you would seek a waiver of
the non -complianc e or amend the agreement to modify  the thresholds or face the
possibility that the licensor could terminate the license agreement before its expiration
date.  We note that MICHAEL KORS and ARMANI licensed product sales account for
22.6% and 12.1% , respectively,  of your consolidated net sales.  Considering  the potential
near-term termination of these material  license agreements, please discuss th e risk and
uncertainty of these potential terminations in an appropriate section of M D&A.  Refer to
Item 303(a) of Regulation S -K.  Please address the following:

Mr. Jeffrey N. Boyer
Fossil Group, Inc.
April 23 , 2018
Page 2

  Tell us and disclose the minimum net sales thresholds  for the se and any other
material license agreements.  In doing so, quantify within MD&A the related
revenues recognized and  disclose  the likelihood of meeting such thresholds, if
reasonably estimable, and the specific two year period for which the MICHAEL
KORS threshold applies .
 Tell us and disclose if you have previously sought waivers of non -compliance or
sought to amend cov enants in any material license agreements and, if so, discuss
the results of your negotiations.
 Discuss the potential impact on your business, operations and other license
agreements if these two licenses were terminated.

2. Please consider separately presenting sales and gross margin information for traditional
and connected watches within your results of operations discussion.  Given the growth
and expansion of your connected watch products and the lower gross margins associated
with these products, w e believe such disclosures would provide useful information for
investors.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Yong Kim, Staff Accountant, at (202) 551 -3323, Andrew Blume, Staff
Accountant, at (202) 551 -3254 or me at (202) 551 -3737 with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products