Edgar Filing: CLAIRES STORES INC

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended November 2, 2013

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

For the transition period from to

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

Claire’s Stores, Inc.

(Exact name of registrant as specified in its charter)

Florida

59-0940416

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2400 West Central Road,

Hoffman Estates, Illinois

60192

(Address of principal executive offices)

(Zip Code)

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

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

Indicate by check mark whether registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of December 1, 2013, 100 shares of the Registrant’s common stock, $0.001 par value, were outstanding.

CLAIRE’S STORES, INC. AND SUBSIDIARIES

INDEX


	PAGE NO.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements		3

Unaudited Condensed Consolidated Balance Sheets as of November 2, 2013 and February 2, 2013		3

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended November 2, 2013 and October 27, 2012		4

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended November 2, 2013 and October 27, 2012		5

Notes to Unaudited Condensed Consolidated Financial Statements		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		22

Item 3. Quantitative and Qualitative Disclosures About Market Risk		33

Item 4. Controls and Procedures Controls and Procedures		35

Item 5. Other Information		35

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		37

Item 1A. Risk Factors		37

Item 6. Exhibits		37

SIGNATURES		38

Ex-31.1 Section 302 Certification of CEO
Ex-31.2 Section 302 Certification of CFO
Ex-32.1 Section 906 Certification of CEO
Ex-32.2 Section 906 Certification of CFO

PART I. FINANCIAL INFORMATION

CLAIRE’S STORES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


	November 2, 2013			February 2, 2013
	(In thousands, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	21,378		$	166,956
Inventories		209,451			157,549
Prepaid expenses		22,742			19,701
Other current assets		29,923			29,621

Total current assets		283,494			373,827

Property and equipment:
Furniture, fixtures and equipment		254,789			234,209
Leasehold improvements		343,845			312,789

		598,634			546,998
Less accumulated depreciation and amortization		(353,134	)		(325,618	)

		245,500			221,380

Leased property under capital lease:
Land and building		18,055			18,055
Less accumulated depreciation and amortization		(3,385	)		(2,708	)

		14,670			15,347


Goodwill		1,550,056			1,550,056
Intangible assets, net of accumulated amortization of $63,433 and $57,672, respectively		542,370			547,433
Deferred financing costs, net of accumulated amortization of $36,949 and $27,156, respectively		41,446			41,381
Other assets		52,751			49,848

		2,186,623			2,188,718


Total assets	$	2,730,287		$	2,799,272


LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities:
Revolving credit facility	$	33,000		$	—
Trade accounts payable		87,116			73,445
Income taxes payable		2,450			10,508
Accrued interest payable		44,397			68,254
Accrued expenses and other current liabilities		88,075			99,529

Total current liabilities		255,038			251,736


Long-term debt		2,379,333			2,373,366
Obligation under capital lease		17,155			17,232
Deferred tax liability		119,796			120,968
Deferred rent expense		30,610			29,859
Unfavorable lease obligations and other long-term liabilities		17,675			20,551

		2,564,569			2,561,976


Commitments and contingencies

Stockholder’s deficit:
Common stock par value $0.001 per share; authorized 1,000 shares; issued and outstanding 100 shares		—			—
Additional paid-in capital		619,542			618,403
Accumulated other comprehensive (loss) income, net of tax		(24	)		3,273
Accumulated deficit		(708,838	)		(636,116	)

		(89,320	)		(14,440	)


Total liabilities and stockholder’s deficit	$	2,730,287		$	2,799,272

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

CLAIRE’S STORES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands)


	Three Months Ended November 2, 2013			Three Months Ended October 27, 2012			Nine Months Ended November 2, 2013			Nine Months Ended October 27, 2012
Net sales	$	356,938		$	363,388		$	1,077,647		$	1,063,622
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below)		182,447			179,583			541,986			531,452

Gross profit		174,491			183,805			535,661			532,170

Other expenses:
Selling, general and administrative		125,967			121,211			377,802			360,122
Depreciation and amortization		18,378			16,042			50,156			48,232
Severance and transaction-related costs		978			(29	)		2,782			1,168
Other income, net		(1,449	)		(3,234	)		(2,607	)		(2,654	)

		143,874			133,990			428,133			406,868

Operating income		30,617			49,815			107,528			125,302
Loss on early debt extinguishment		—			5,105			4,795			9,707
Interest expense, net		53,210			54,042			169,184			149,943

Loss before income tax expense		(22,593	)		(9,332	)		(66,451	)		(34,348	)
Income tax expense		2,873			4,398			6,271			6,576

Net loss	$	(25,466	)	$	(13,730	)	$	(72,722	)	$	(40,924	)


Net loss	$	(25,466	)	$	(13,730	)	$	(72,722	)	$	(40,924	)

Other comprehensive income (loss):
Foreign currency translation adjustments		929			2,165			(882	)		(632	)
Net gain (loss) on intra-entity foreign currency transactions, net of tax (benefit) of $306, $485, $(26) and $6		2,831			6,499			(2,415	)		(1,841	)
Unrealized gain (loss) on interest rate swap, net of tax of $0, $0, $0 and $0		—			(153	)		—			375
Reclassification adjustment of unrealized loss on termination of interest rate swap into net loss		—			1,784			—			1,784

Other comprehensive income (loss)		3,760			10,295			(3,297	)		(314	)


Comprehensive loss	$	(21,706	)	$	(3,435	)	$	(76,019	)	$	(41,238	)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

CLAIRE’S STORES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Nine Months Ended November 2, 2013			Nine Months Ended October 27, 2012
Cash flows from operating activities:
Net loss	$	(72,722	)	$	(40,924	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		50,156			48,232
Amortization of lease rights and other assets		3,001			2,390
Amortization of debt issuance costs		6,197			7,679
Accretion of debt premium		(1,573	)		(290	)
Net unfavorable accretion of lease obligations		(559	)		(536	)
Loss on sale/retirement of property and equipment, net		159			73
Loss on early debt extinguishment		4,795			9,707
Loss on sale on intangible assets/lease rights		—			117
Stock-based compensation expense (benefit)		1,139			(1,403	)
(Increase) decrease in:
Inventories		(52,044	)		(50,430	)
Prepaid expenses		(2,840	)		916
Other assets		(4,692	)		(10,323	)
Increase (decrease) in:
Trade accounts payable		11,141			8,281
Income taxes payable		(7,716	)		(4,830	)
Accrued interest payable		(23,858	)		16,290
Accrued expenses and other liabilities		(11,126	)		(8,075	)
Deferred income taxes		(2,859	)		(899	)
Deferred rent expense		812			823

Net cash used in operating activities		(102,589	)		(23,202	)

Cash flows from investing activities:
Acquisition of property and equipment		(68,650	)		(46,396	)
Acquisition of intangible assets/lease rights		(2,087	)		(2,077	)
Changes in restricted cash		—			4,350

Net cash used in investing activities		(70,737	)		(44,123	)

Cash flows from financing activities:
Proceeds from revolving credit facility		51,700			—
Payments on revolving credit facility		(18,700	)		—
Payments on former credit facility		—			(1,154,310	)
Proceeds from notes		530,000			1,142,125
Repurchases of notes, including tender premiums and fees		(523,660	)		—
Payment of debt issuance costs		(9,857	)		(27,610	)
Principal payments on capital lease		(37	)		—

Net cash provided by (used in) financing activities		29,446			(39,795	)

Effect of foreign currency exchange rate changes on cash and cash equivalents		(1,698	)		(231	)

Net decrease in cash and cash equivalents		(145,578	)		(107,351	)
Cash and cash equivalents, at beginning of period		166,956			170,024

Cash and cash equivalents, at end of period	$	21,378		$	62,673


Supplemental disclosure of cash flow information:

Interest paid	$	188,329		$	126,346
Income taxes paid		15,855			12,163

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

CLAIRE’S STORES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of the results for the interim periods presented have been included. These statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended February 2, 2013 filed with the Securities and Exchange Commission, including Note 2 to the Consolidated Financial Statements included therein, which discusses principles of consolidation and summary of significant accounting policies.

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

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

2.	Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which clarifies guidance and eliminates diversity in practice on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for interim and annual fiscal periods beginning after December 15, 2013 and early adoption is permitted. The Company does not expect adoption of ASU 2013-11 will have a material impact on the Company’s financial position, results of operations or cash flows.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (“GAAP”) to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet

account instead of directly to income or expense in the same reporting period. The amendment is effective prospectively for interim and annual periods beginning after December 15, 2012. The Company adopted this guidance in the first quarter of fiscal 2013 and it did not have any impact on the Company’s financial position, results of operations or cash flows.

In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, which permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If an entity can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the entity is not required to take further action. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. The Company adopted this guidance in the first quarter of fiscal 2013 and it did not have any impact on the Company’s financial position, results of operations or cash flows.

3.	Fair Value Measurements

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

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

The Company does not have any assets (liabilities) measured at fair value on a recurring basis. The Company’s former interest rate swap, which was previously measured at fair value on a recurring basis, was terminated on September 20, 2012.

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

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

Financial Instruments Not Measured at Fair Value

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

The Company considers all investments with a maturity of three months or less when acquired to be cash equivalents. The Company’s cash equivalent instruments are valued using quoted market prices and are primarily U.S. Treasury securities. The revolving credit facility approximates fair value due to the variable component of its interest rate. The estimated fair value of the Company’s long-term debt was approximately $2.55 billion as of November 2, 2013, compared to a carrying value of $2.38 billion at that date. The estimated fair value of the Company’s long-term debt was approximately $2.41 billion as of February 2, 2013, compared to a carrying value of $2.37 billion at that date. For publicly-traded debt, the fair value (estimated market value) is based on quoted market prices in less active markets. For non-publicly-traded debt, fair value is estimated based on quoted prices for similar instruments. If measured at fair value in the financial statements, long-term debt would be classified as Level 2 in the fair value hierarchy.

Debt

Debt as of November 2, 2013 and February 2, 2013 included the following components (in thousands):


	November 2, 2013		February 2, 2013

Senior secured revolving credit facility due 2017	$	33,000	$	—


Long-term debt:
9.25% Senior fixed rate notes due 2015	$	—	$	220,270
9.625%/10.375% Senior toggle notes due 2015		—		302,190
10.5% Senior subordinated notes due 2017		259,612		259,612
9.0% Senior secured first lien notes due 2019 (1)		1,139,721		1,141,294
8.875% Senior secured second lien notes due 2019		450,000		450,000
6.125% Senior secured first lien notes due 2020		210,000		—
7.75% Senior notes due 2020		320,000		—

Long-term debt	$	2,379,333	$	2,373,366


Obligation under capital lease (including current portion)	$	17,249	$	17,286

(1)	Amounts include unamortized premium of $14,721 and $16,294 as of November 2, 2013 and February 2, 2013, respectively.

6.125 % Senior Secured First Lien Notes

On March 15, 2013, the Company issued $210.0 million aggregate principal amount of 6.125% senior secured first lien notes that mature on March 15, 2020 (the “6.125% Senior Secured First Lien Notes”). The notes were issued at a price equal to 100.00% of the principal amount. Interest on the 6.125% Senior Secured First Lien Notes is payable semi-annually to holders of record at the close of business on March 1 and September 1 immediately preceding the interest payment date on March 15 and September 15 of each year, commencing on September 15, 2013. The 6.125% Senior Secured First Lien Notes are guaranteed on a first-priority senior secured basis by all of the Company’s existing and future direct or indirect wholly-owned domestic subsidiaries. These guarantees are full and unconditional as defined in Rule 3-10(h)(2) of Regulation S-X. The 6.125% Senior Secured First Lien Notes and related guarantees are secured, subject to certain exceptions and permitted liens, by a first-priority lien on substantially all of the assets of the Company’s material owned assets and the material owned assets of subsidiary guarantors, limited in the case of equity interests held by the Company or any subsidiary guarantor in a foreign subsidiary, to 100% of the non-voting equity interest and 65% of the voting equity interest of such foreign subsidiary held directly by the Company or a subsidiary guarantor. The liens rank equally with those securing the Company’s secured revolving credit facility (the “Credit Facility”) and the Company’s 9.0% senior secured first lien notes due 2019 (the “9.0% Senior Secured First Lien Notes”), and senior to those securing the Company’s 8.875% senior secured second lien notes due 2019 (the “Senior Secured Second Lien Notes”). The Company used the proceeds of the offering of the 6.125% Senior Secured First Lien Notes for note repurchases of $59.8 million pursuant to a tender offer to retire $39.0 million

aggregate principal amount of 9.25% Senior Fixed Rate Notes due 2015 (the “Senior Fixed Rate Notes”) and $21.5 million aggregate principal amount of 9.625%/10.375% Senior Toggle Notes due 2015 (the “Senior Toggle Notes”), to pay $1.9 million in tender premiums and fees, and to pay $4.0 million in financing costs which have been recorded as “Deferred financing costs, net” in the accompanying Unaudited Condensed Consolidated Balance Sheets. The Company used the remaining net proceeds, together with cash on hand, to redeem an additional $149.5 million aggregate principal amount of Senior Fixed Rate Notes on June 3, 2013 pursuant to the redemption provisions applicable to such notes.

7.75 % Senior Notes

On May 14, 2013, the Company issued $320.0 million aggregate principal amount of 7.75% senior notes that mature on June 1, 2020 (the “7.75% Senior Notes”). The 7.75% Senior Notes were issued at a price equal to 100.00% of the principal amount. Interest on the 7.75% Senior Notes is payable semi-annually to holders of record at the close of business on May 15 and November 15 immediately preceding the interest payment date on June 1 and December 1 of each year, commencing on December 1, 2013. The 7.75% Senior Notes are guaranteed by all of the Company’s existing and future direct or indirect wholly-owned domestic subsidiaries. These guarantees are full and unconditional as defined in Rule 3-10(h)(2) of Regulation S-X. The 7.75% Senior Notes and related guarantees are unsecured and will: (i) rank equal in right of payment with all of our existing and future indebtedness, (ii) rank senior to any of our existing and future indebtedness that is expressly subordinated to the 7.75% Senior Notes, and (iii) rank junior in priority to our obligations under all of our secured indebtedness, including the Credit Facility, the Senior Secured Second Lien Notes, the 9.0% Senior Secured First Lien Notes and the 6.125% Senior Secured First Lien Notes, to the extent of the value of assets securing such indebtedness. The Company used the net proceeds of the offering of the 7.75% Senior Notes to redeem all outstanding $31.8 million aggregate principal amount of Senior Fixed Rate Notes and all outstanding $280.7 million aggregate principal amount of Senior Toggle Notes on June 13, 2013 pursuant to the redemption provisions applicable to such notes.

Note Repurchases

The following is a summary of the Company’s debt repurchase activity for the nine months ended November 2, 2013 (in thousands). All debt repurchases in the nine months ended November 2, 2013, were pursuant to the tender offer and note redemptions described above. There was no debt repurchase activity for the three months ended November 2, 2013 and for the three and nine months ended October 27, 2012.


	Nine Months Ended November 2, 2013
Notes Repurchased	Principal Amount		Repurchase Price		Recognized Loss (1)
Senior Fixed Rate Notes	$	220,270	$	219,802	$	2,597
Senior Toggle Notes		302,190		301,947		2,198

	$	522,460	$	521,749	$	4,795

(1)	Net of deferred issuance cost write-offs of $1,829 for the Senior Fixed Rate Notes and $1,766 for the Senior Toggle Notes and tender premiums and fees of $1,236 for the Senior Fixed Rate Notes and $675 for the Senior Toggle Notes.

During the three and nine months ended October 27, 2012, the Company recognized a $5.1 million and $9.7 million loss, respectively, on early debt extinguishment attributed to the write-off of unamortized debt issuance costs associated with the early repayment of indebtedness under our senior secured term loan facility and replacement of our former $200.0 million senior secured revolving credit facility.

Note Covenants

Our 10.5% Senior Subordinated Notes due 2017 (the “Senior Subordinated Notes”), Senior Secured Second Lien Notes, 9.0% Senior Secured First Lien Notes, 6.125% Senior Secured First Lien Notes and 7.75% Senior Notes (collectively, the “Notes”) and our Credit Facility contain certain covenants that, among other things, are subject to certain exceptions and other basket amounts, restrict our ability and the ability of our subsidiaries to:

•

incur additional indebtedness;

•

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

•

make certain investments;

•

create or incur certain liens;

•

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

•

transfer or sell assets;

•

engage in certain transactions with our affiliates; and

•

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

The Credit Facility also contains customary provisions relating to mandatory prepayments, voluntary payments, affirmative and negative covenants, and events of default; however, it does not contain any covenants that require the Company to maintain any particular financial ratio or other measure of financial performance except that so long as the revolving loans and letters of credit outstanding exceed $15.0 million, the Company will be required to comply, at each borrowing date measured at the end of the prior fiscal quarter, and at the end of each quarter, with a maximum Total Net Secured Leverage Ratio of 5.5 to 1.0 based upon the ratio of its net senior secured first lien debt to adjusted earnings before interest, taxes, depreciation and amortization for the period of four consecutive fiscal quarters most recently ended.

Certain of these covenants in the indentures governing the Notes, such as limitations on the Company’s ability to make certain payments such as dividends, or incur debt, will no longer apply if the Notes have investment grade ratings from both of the rating agencies of Moody’s Investor Services, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) and no event of default has occurred. Since the date of issuance of the Notes, the Notes have not received investment grade ratings from Moody’s or S&P. Accordingly, all of the covenants under the Notes currently apply to the Company. None of these covenants, however, require the Company to maintain any particular financial ratio or other measure of financial performance except as previously disclosed herein for the Credit Facility.

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

5.	Derivatives and Hedging Activities

The Company does not have any derivative and hedging activity since September 20, 2012 when the Company terminated its former interest rate swap. During the periods when the Company had the interest rate swap, it followed the accounting treatment described below.

The Company formally designated and documented the financial instrument as a hedge of a specific underlying exposure, as well as the risk management objectives and strategies for undertaking the hedge transaction. The Company formally assessed both at inception and at least quarterly thereafter, whether the financial instruments that were used in hedging transactions were effective at offsetting changes in cash flows of the related underlying exposure. The Company measured the effectiveness of its cash flow hedges by evaluating the following criteria: (i) the re-pricing dates of the derivative instrument match those of the debt obligation; (ii) the interest rates of the derivative instrument and the debt obligation are based on the same interest rate index and tenor; (iii) the variable interest rate of the derivative instrument does not contain a floor or cap, or other provisions that cause a basis difference with the debt obligation; and (iv) the likelihood of the counterparty not defaulting is assessed as being probable.

The Company primarily employed derivative financial instruments to manage its exposure to interest rate changes and to limit the volatility and impact of interest rate changes on earnings and cash flows. The Company did not enter into derivative financial instruments for trading or speculative purposes. The Company faced credit risk if the counterparties to the financial instruments were unable to perform their

obligations. However, the Company sought to mitigate derivative credit risk by entering into transactions with counterparties that were significant and creditworthy financial institutions. The Company monitored the credit ratings of the counterparties.

For derivatives that qualified as cash flow hedges, the Company reported the effective portion of the change in fair value as a component of “Accumulated other comprehensive income (loss), net of tax” in the Unaudited Condensed Consolidated Balance Sheets and reclassified it into earnings in the same periods in which the hedged item affected earnings, and within the same income statement line item as the impact of the hedged item. The ineffective portion of the change in fair value of a cash flow hedge was recognized in income immediately. No ineffective portion was recorded to earnings during the three and nine months ended October 27, 2012 and all components of the derivative gain or loss were included in the assessment of hedge effectiveness. For derivative financial instruments which do not qualify as cash flow hedges, any changes in fair value would be recorded in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

The Company may at its discretion change the designation of any such hedging instrument agreements prior to maturity. At that time, any gains or losses previously reported in “Accumulated other comprehensive income (loss), net of tax” on termination would amortize into interest expense or interest income to correspond to the recognition of interest expense or interest income on the hedged debt. If such debt instrument was also terminated, the gain or loss associated with the terminated derivative included in “Accumulated other comprehensive income (loss), net of tax” at the time of termination of the debt would be recognized in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss at that time.

The following tables provide a summary of the financial statement effect of the Company’s derivative financial instrument designated as an interest rate cash flow hedge during the three and nine months ended October 27, 2012 (in thousands):


Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)			Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) (1)
	Three months ended October 27, 2012				Three months ended October 27, 2012 (2)

Interest rate swap	$	(153	)	Interest expense, net	$	(1,896	)

(1)

Represents reclassification of amounts from accumulated other comprehensive income (loss) into earnings as interest expense was recognized on the former term loan. No ineffectiveness was associated with the interest rate cash flow hedge.

(2)

Includes a reclassification amount of $1,784 from accumulated other comprehensive loss into interest expense resulting from the termination of the swap.


Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)		Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) (1)
	Nine months ended October 27, 2012			Nine months ended October 27, 2012 (2)

Interest rate swap	$	375	Interest expense, net	$	(2,620	)

(1)

(2)

Includes a reclassification amount of $1,784 from accumulated other comprehensive loss into interest expense resulting from the termination of the swap.

6.	Commitments and Contingencies

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

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

7.	Accumulated Other Comprehensive Income (Loss)

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


	Foreign Currency Items			Derivative Instrument		Total
Balance as of February 2, 2013	$	(2,459	)	$	5,732	$	3,273
Other comprehensive loss before reclassifications		(3,297	)		—		(3,297	)

Net other comprehensive loss		(3,297	)		—		(3,297	)

Balance as of November 2, 2013	$	(5,756	)	$	5,732	$	(24	)

8.	Stock Options and Stock-Based Compensation

The following is a summary of activity in the Company’s stock option plan for the nine months ended November 2, 2013:


						Weighted-
				Weighted-		Average
				Average		Remaining
	Number of			Exercise		Contractual
	Shares			Price		Term (Years)
Outstanding as of February 2, 2013		5,027,665		$	10.00
Options granted		816,690		$	10.00
Options exercised		—
Options forfeited		(201,938	)	$	10.00
Options expired		(234,350	)	$	10.00

Outstanding as of November 2, 2013		5,408,067		$	10.00		4.6


Options vested and expected to vest as of November 2, 2013		4,871,341		$	10.00		4.4


Exercisable as of November 2, 2013		1,950,319		$	10.00		2.2

The weighted average grant date fair value of options granted during the nine months ended November 2, 2013 and October 27, 2012 was $3.44 and $1.58, respectively.

During the three and nine months ended November 2, 2013 and October 27, 2012, the Company recorded stock-based compensation expense (benefit) and additional paid-in capital relating to stock-based compensation of approximately $0.6 million, $(0.5) million, $1.1 million and $(1.4) million, respectively. During the three months ended October 27, 2012, the Company recorded a reversal of stock option expense of $0.9 million associated with the forfeitures of stock options, including $0.5 million for a former executive officer. Stock-based compensation expense (benefit) is recorded in “Selling, general and administrative” expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

9.	Income Taxes

The effective income tax rate was (12.7)% and (9.4)% for the three and nine months ended November 2, 2013. This effective income tax rate differed from the statutory federal income tax rate of 35% primarily from increases in the valuation allowance recorded for additional deferred tax assets generated primarily from operating losses in the three and nine months ended November 2, 2013 by the Company’s U.S. operations.

The effective income tax rate was (47.1)% and (19.1)% for the three and nine months ended October 27, 2012. This effective income tax rate differed from the statutory federal income tax rate of 35% primarily from increases in the valuation allowance recorded for additional deferred tax assets generated primarily from operating losses in the three and nine months ended October 27, 2012 by the Company’s U.S. operations.

In April 2011, the Company received from the Canada Revenue Agency withholding tax assessments for 2003 through 2007 of approximately $5.7 million, including penalties and interest. In conjunction with these assessments, a security deposit will be required in the amount of approximately $5.7 million until such time a final decision is made by the tax authority. The Company is objecting to these assessments and believes it will prevail at the appeals level; therefore, an accrual has not been recorded for this item.

10.

Related Party Transactions

We are controlled by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. (the “Apollo Funds”). The Apollo Funds are affiliates of Apollo Global Management, LLC (together with its subsidiaries, “Apollo”). The initial purchasers of the 6.125% Senior Secured First Lien Notes on March 15, 2013 and the 7.75% Senior Notes on May 14, 2013 included Apollo Global Securities, LLC, an affiliate of the Apollo Funds, which are the Company’s controlling stockholders. In connection with the issuance of the 6.125% Senior Secured First Lien Notes and the 7.75% Senior Notes, the Company paid fees in the aggregate amount of approximately $0.4 million to Apollo Global Securities, LLC.

The initial purchasers of the 9.0% Senior Secured First Lien Notes on February 28, 2012 included Apollo Global Securities, LLC and Morgan Joseph TriArtisan LLC. Apollo Management, LLC, an affiliate of Apollo Management VI, L.P., has a non-controlling interest in Morgan Joseph TriArtisan LLC and its affiliates. Additionally, a member of the Company’s Board of Directors is an executive of Morgan Joseph TriArtisan Inc., an affiliate of Morgan Joseph TriArtisan LLC. In connection with the issuance of the 9.0% Senior Secured First Lien Notes, the Company paid fees of approximately $0.7 million to Apollo Global Securities, LLC and $0.1 million to Morgan Joseph TriArtisan LLC.

In Fiscal 2012, the Company paid store planning and retail design fees to a business owned by a family member of one of the Company’s former executive officers. These fees are included in “Furniture, fixtures and equipment” in the Company’s Unaudited Condensed Consolidated Balance Sheets and “Selling, general and administrative” expenses in the Company’s Unaudited Condensed Consolidated

Statements of Operations and Comprehensive Loss. During the time that the former executive officer was employed by the Company, the Company paid fees of approximately $0.8 million for the nine months ended October 27, 2012. This former arrangement was approved by the Audit Committee of the Board of Directors.

11.

Segment Information

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

Net sales, depreciation and amortization and operating income (loss) for the three and nine months ended November 2, 2013 and October 27, 2012 are as follows (in thousands):


	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
Net sales:
North America	$	211,093		$	226,390		$	656,367		$	666,705
Europe		145,845			136,998			421,280			396,917

Total net sales		356,938			363,388			1,077,647			1,063,622


Depreciation and amortization:
North America		10,673			9,786			30,138			29,795
Europe		7,705			6,256			20,018			18,437

Total depreciation and amortization		18,378			16,042			50,156			48,232


Operating income for reportable segments:
North America		16,374			35,077			78,096			98,786
Europe		15,221			14,709			32,214			27,684

Total operating income for reportable segments		31,595			49,786			110,310			126,470
Severance and transaction-related costs		978			(29	)		2,782			1,168

Consolidated operating income		30,617			49,815			107,528			125,302
Loss on early debt extinguishment		—			5,105			4,795			9,707
Interest expense, net		53,210			54,042			169,184			149,943


Consolidated loss before income tax expense	$	(22,593	)	$	(9,332	)	$	(66,451	)	$	(34,348	)

Excluded from operating income for the North America segment are severance and transaction-related costs of approximately $0.2 million and $0 million for the three months ended November 2, 2013 and October 27, 2012, respectively, and $1.3 million and $1.4 million for the nine months ended November 2, 2013 and October 27, 2012, respectively.

Excluded from operating income for the Europe segment are severance and transaction-related costs of approximately $0.8 million and $0 million for the three months ended November 2, 2013 and October 27, 2012, respectively, and $1.5 million and $(0.2) million for the nine months ended November 2, 2013 and October 27, 2012, respectively.

12.

Supplemental Financial Information

On May 29, 2007, Claire’s Stores, Inc. (the “Issuer”), issued $935.0 million in Senior Fixed Rate Notes, Senior Toggle Notes and Senior Subordinated Notes, (collectively, the “2007 Notes”). On March 4, 2011, the Issuer issued $450.0 million aggregate principal amount of Senior Secured Second Lien Notes, (collectively, the “2011 Notes”). On February 28, 2012, March 12, 2012 and September 20, 2012, the Issuer issued $400.0 million, $100.0 million and $625.0 million, respectively, aggregate principal amount of the same series of 9.0% Senior Secured First Lien Notes (collectively, the “2012 Notes”). On March 15, 2013, the Issuer issued $210.0 million aggregate principal amount of 6.125% Senior Secured First Lien Notes and on May 14, 2013, the Issuer issued $320.0 million aggregate principal amount of 7.75% Senior Notes (the “2013 Notes”). The 2007 Notes and the 2011 Notes are irrevocably and unconditionally guaranteed, jointly and severally, by all wholly-owned domestic current and future subsidiaries of Claire’s Stores, Inc. that guarantee the Company’s Credit Facility. The 2012 Notes and the 2013 Notes are unconditionally guaranteed, jointly and severally, by all wholly-owned domestic current and future subsidiaries of Claire’s Stores, Inc. As of November 2, 2013, Claire’s Stores, Inc. owned 100% of its domestic subsidiaries that guarantee the 2007 Notes, 2011 Notes, 2012 Notes, and 2013 Notes. All guarantors are collectively referred to as the “Guarantors.” The Company’s other subsidiaries, principally its international subsidiaries including its European, Canadian and Asian subsidiaries (the “Non-Guarantors”), are not guarantors of these Notes.

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

Condensed Consolidating Balance Sheet

November 2, 2013

(in thousands)


	Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	149		$	4,779		$	16,450		$	—		$	21,378
Inventories		—			118,734			90,717			—			209,451
Prepaid expenses		883			2,705			19,154			—			22,742
Other current assets		646			18,103			11,174			—			29,923

Total current assets		1,678			144,321			137,495			—			283,494

Property and equipment:
Furniture, fixtures and equipment		7,381			158,079			89,329			—			254,789
Leasehold improvements		1,471			185,065			157,309			—			343,845

		8,852			343,144			246,638			—			598,634
Less accumulated depreciation and amortization		(4,691	)		(217,667	)		(130,776	)		—			(353,134	)

		4,161			125,477			115,862			—			245,500

Leased property under capital lease:
Land and building		—			18,055			—			—			18,055
Less accumulated depreciation and amortization		—			(3,385	)		—			—			(3,385	)

		—			14,670			—			—			14,670

Intercompany receivables		—			278,076			—			(278,076	)		—
Investment in subsidiaries		2,304,668			(54,695	)		—			(2,249,973	)		—
Goodwill		—			1,235,650			314,406			—			1,550,056
Intangible assets, net		286,000			2,854			253,516			—			542,370
Deferred financing costs, net		41,446			—			—			—			41,446
Other assets		164			4,235			48,350			2			52,751

		2,632,278			1,466,120			616,272			(2,528,047	)		2,186,623

Total assets	$	2,638,117		$	1,750,588		$	869,629		$	(2,528,047	)	$	2,730,287


LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities:
Revolving credit facility	$	33,000		$	—		$	—		$	—		$	33,000
Trade accounts payable		1,112			38,208			47,796			—			87,116
Income taxes payable		—			(174	)		2,624			—			2,450
Accrued interest payable		44,397			—			—			—			44,397
Accrued expenses and other current liabilities		5,373			36,318			46,384			—			88,075

Total current liabilities		83,882			74,352			96,804			—			255,038

Intercompany payables		264,222			—			13,851			(278,073	)		—
Long-term debt		2,379,333			—			—			—			2,379,333
Obligation under capital lease		—			17,155			—			—			17,155
Deferred tax liability		—			106,950			12,846			—			119,796
Deferred rent expense		—			19,758			10,852			—			30,610
Unfavorable lease obligations and other long-term liabilities		—			17,391			284			—			17,675

		2,643,555			161,254			37,833			(278,073	)		2,564,569

Stockholder’s equity (deficit):
Common stock		—			367			2			(369	)		—
Additional paid in capital		619,542			1,435,909			797,832			(2,233,741	)		619,542
Accumulated other comprehensive income (loss), net of tax		(24	)		2,416			(7,367	)		4,951			(24	)
(Accumulated deficit) retained earnings		(708,838	)		76,290			(55,475	)		(20,815	)		(708,838	)

		(89,320	)		1,514,982			734,992			(2,249,974	)		(89,320	)

Total liabilities and stockholder’s equity (deficit)	$	2,638,117		$	1,750,588		$	869,629		$	(2,528,047	)	$	2,730,287

Condensed Consolidating Balance Sheet

February 2, 2013

(in thousands)


	Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	56,392		$	4,299		$	106,265		$	—		$	166,956
Inventories		36			88,127			69,386			—			157,549
Prepaid expenses		592			2,390			16,719			—			19,701
Other current assets		262			19,422			9,937			—			29,621

Total current assets		57,282			114,238			202,307			—			373,827

Property and equipment:
Furniture, fixtures and equipment		6,079			141,232			86,898			—			234,209
Leasehold improvements		1,177			165,075			146,537			—			312,789

		7,256			306,307			233,435			—			546,998
Less accumulated depreciation and amortization		(3,686	)		(199,402	)		(122,530	)		—			(325,618	)

		3,570			106,905			110,905			—			221,380

Leased property under capital lease:
Land and building		—			18,055			—			—			18,055
Less accumulated depreciation and amortization		—			(2,708	)		—			—			(2,708	)

		—			15,347			—			—			15,347

Intercompany receivables		—			252,709			—			(252,709	)		—
Investment in subsidiaries		2,205,303			(56,381	)		—			(2,148,922	)		—
Goodwill		—			1,235,650			314,406			—			1,550,056
Intangible assets, net		286,000			4,054			257,379			—			547,433
Deferred financing costs, net		41,381			—			—			—			41,381
Other assets		129			3,867			45,845			7			49,848

		2,532,813			1,439,899			617,630			(2,401,624	)		2,188,718

Total assets	$	2,593,665		$	1,676,389		$	930,842		$	(2,401,624	)	$	2,799,272


LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities:
Trade accounts payable	$	993		$	31,584		$	40,868		$	—		$	73,445
Income taxes payable		—			(12	)		10,520			—			10,508
Accrued interest payable		68,254			—			—			—			68,254
Accrued expenses and other current liabilities		11,420			39,274			48,835			—			99,529

Total current liabilities		80,667			70,846			100,223			—			251,736

Intercompany payables		154,072			—			98,631			(252,703	)		—
Long-term debt		2,373,366			—			—			—			2,373,366
Obligation under capital lease		—			17,232			—			—			17,232
Deferred tax liability		—			107,618			13,350			—			120,968
Deferred rent expense		—			18,481			11,378			—			29,859
Unfavorable lease obligations and other long-term liabilities		—			20,080			471			—			20,551

		2,527,438			163,411			123,830			(252,703	)		2,561,976

Stockholder’s equity (deficit):
Common stock		—			367			2			(369	)		—
Additional paid in capital		618,403			1,435,909			797,819			(2,233,728	)		618,403
Accumulated other comprehensive income (loss), net of tax		3,273			3,909			(6,731	)		2,822			3,273
(Accumulated deficit) retained earnings		(636,116	)		1,947			(84,301	)		82,354			(636,116	)

		(14,440	)		1,442,132			706,789			(2,148,921	)		(14,440	)

Total liabilities and stockholder’s equity (deficit)	$	2,593,665		$	1,676,389		$	930,842		$	(2,401,624	)	$	2,799,272

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

For The Three Months Ended November 2, 2013

(in thousands)


	Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	—		$	191,907		$	165,031		$	—		$	356,938
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below)		195			100,253			81,999			—			182,447

Gross profit (deficit)		(195	)		91,654			83,032			—			174,491

Other expenses:
Selling, general and administrative		5,249			62,818			57,900			—			125,967
Depreciation and amortization		354			9,128			8,896			—			18,378
Severance and transaction-related costs		146			—			832			—			978
Other (income) expense		(2,691	)		1,189			53			—			(1,449	)

		3,058			73,135			67,681			—			143,874

Operating income (loss)		(3,253	)		18,519			15,351			—			30,617
Interest expense, net		52,661			554			(5	)		—			53,210

Income (loss) before income taxes		(55,914	)		17,965			15,356			—			(22,593	)
Income tax expense		—			758			2,115			—			2,873

Income (loss) from continuing operations		(55,914	)		17,207			13,241			—			(25,466	)
Equity in earnings of subsidiaries		30,448			(167	)		—			(30,281	)		—

Net income (loss)		(25,466	)		17,040			13,241			(30,281	)		(25,466	)
Foreign currency translation adjustments		929			(11	)		1,118			(1,107	)		929
Net gain (loss) on intra-entity foreign currency transactions, net of tax		2,831			(123	)		2,861			(2,738	)		2,831

Other comprehensive income (loss)		3,760			(134	)		3,979			(3,845	)		3,760

Comprehensive income (loss)	$	(21,706	)	$	16,906		$	17,220		$	(34,126	)	$	(21,706	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

For The Three Months Ended October 27, 2012

(in thousands)


	Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	—		$	207,010		$	156,378		$	—		$	363,388
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below)		446			101,828			77,309			—			179,583

Gross profit (deficit)		(446	)		105,182			79,069			—			183,805

Other expenses:
Selling, general and administrative		7,135			61,992			52,084			—			121,211
Depreciation and amortization		268			8,702			7,072			—			16,042
Severance and transaction-related costs		45			—			(74	)		—			(29	)
Other (income) expense		(2,847	)		(1,532	)		1,145			—			(3,234	)

		4,601			69,162			60,227			—			133,990

Operating income (loss)		(5,047	)		36,020			18,842			—			49,815
Loss on early debt extinguishment		5,105			—			—			—			5,105
Interest expense, net		53,489			557			(4	)		—			54,042

Income (loss) before income taxes		(63,641	)		35,463			18,846			—			(9,332	)
Income tax expense		—			635			3,763			—			4,398

Income (loss) from continuing operations		(63,641	)		34,828			15,083			—			(13,730	)
Equity in earnings of subsidiaries		49,911			1,129			—			(51,040	)		—

Net income (loss)		(13,730	)		35,957			15,083			(51,040	)		(13,730	)
Foreign currency translation adjustments		2,165			(36	)		1,838			(1,802	)		2,165
Net gain on intra-entity foreign currency transactions, net of tax		6,499			57			6,630			(6,687	)		6,499
Unrealized loss on interest rate swap, net of tax		(153	)		—			—			—			(153	)
Reclassification adjustment of unrealized loss on termination of interest rate swap into net loss		1,784			—			—			—			1,784

Other comprehensive income (loss)		10,295			21			8,468			(8,489	)		10,295

Comprehensive income (loss)	$	(3,435	)	$	35,978		$	23,551		$	(59,529	)	$	(3,435	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

For The Nine Months Ended November 2, 2013

(in thousands)


	Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	—		$	600,749		$	476,898		$	—		$	1,077,647
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below)		302			298,573			243,111			—			541,986

Gross profit (deficit)		(302	)		302,176			233,787			—			535,661

Other expenses:
Selling, general and administrative		14,343			191,332			172,127			—			377,802
Depreciation and amortization		1,005			26,028			23,123			—			50,156
Severance and transaction-related costs		1,317			—			1,465			—			2,782
Other (income) expense		(7,769	)		3,596			1,566			—			(2,607	)

		8,896			220,956			198,281			—			428,133

Operating income (loss)		(9,198	)		81,220			35,506			—			107,528
Loss on early debt extinguishment		4,795			—			—			—			4,795
Interest expense, net		167,555			1,657			(28	)		—			169,184

Income (loss) before income taxes		(181,548	)		79,563			35,534			—			(66,451	)
Income tax expense (benefit)		—			(436	)		6,707			—			6,271

Income (loss) from continuing operations		(181,548	)		79,999			28,827			—			(72,722	)
Equity in earnings of subsidiaries		108,826			508			—			(109,334	)		—

Net income (loss)		(72,722	)		80,507			28,827			(109,334	)		(72,722	)
Foreign currency translation adjustments		(882	)		(188	)		1,812			(1,624	)		(882	)
Net loss on intra-entity foreign currency transactions, net of tax		(2,415	)		(1,305	)		(2,448	)		3,753			(2,415	)

Other comprehensive income (loss)		(3,297	)		(1,493	)		(636	)		2,129			(3,297	)

Comprehensive income (loss)	$	(76,019	)	$	79,014		$	28,191		$	(107,205	)	$	(76,019	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

For The Nine months ended October 27, 2012

(in thousands)


	Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	—		$	614,581		$	449,041		$	—		$	1,063,622
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below)		2,071			297,879			231,502			—			531,452

Gross profit (deficit)		(2,071	)		316,702			217,539			—			532,170

Other expenses:
Selling, general and administrative		15,497			185,654			158,971			—			360,122
Depreciation and amortization		769			26,549			20,914			—			48,232
Severance and transaction-related costs		1,376			—			(208	)		—			1,168
Other (income) expense		(7,824	)		(2,578	)		7,748			—			(2,654	)

		9,818			209,625			187,425			—			406,868

Operating income (loss)		(11,889	)		107,077			30,114			—			125,302
Loss on early debt extinguishment		9,707			—			—			—			9,707
Interest expense, net		147,693			1,650			600			—			149,943

Income (loss) before income taxes		(169,289	)		105,427			29,514			—			(34,348	)
Income tax expense (benefit)		—			(276	)		6,852			—			6,576

Income (loss) from continuing operations		(169,289	)		105,703			22,662			—			(40,924	)
Equity in earnings (loss) of subsidiaries		128,365			(231	)		—			(128,134	)		—

Net income (loss)		(40,924	)		105,472			22,662			(128,134	)		(40,924	)
Foreign currency translation adjustments		(632	)		(102	)		(799	)		901			(632	)
Net (loss) gain on intra-entity foreign currency transactions, net of tax		(1,841	)		181			(1,878	)		1,697			(1,841	)
Unrealized gain on interest rate swap, net of tax		375			—			—			—			375
Reclassification adjustment of unrealized loss on termination of interest rate swap into net loss		1,784			—			—			—			1,784

Other comprehensive income (loss)		(314	)		79			(2,677	)		2,598			(314	)

Comprehensive income (loss)	$	(41,238	)	$	105,551		$	19,985		$	(125,536	)	$	(41,238	)

Condensed Consolidating Statement of Cash Flows

Nine Months Ended November 2, 2013

(in thousands)


	Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income (loss)	$	(72,722	)	$	80,507		$	28,827		$	(109,334	)	$	(72,722	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries		(108,826	)		(508	)		—			109,334			—
Depreciation and amortization		1,005			26,028			23,123			—			50,156
Amortization of lease rights and other assets		—			—			3,001			—			3,001
Amortization of debt issuance costs		6,197			—			—			—			6,197
Accretion of debt premium		(1,573	)		—			—			—			(1,573	)
Net accretion of unfavorable lease obligations		—			(521	)		(38	)		—			(559	)
Loss on sale/retirement of property and equipment, net		—			49			110			—			159
Loss on early debt extinguishment		4,795			—			—			—			4,795
Stock-based compensation expense		623			113			403			—			1,139
(Increase) decrease in:
Inventories		36			(30,607	)		(21,473	)		—			(52,044	)
Prepaid expenses		(291	)		(315	)		(2,234	)		—			(2,840	)
Other assets		(419	)		281			(4,554	)		—			(4,692	)
Increase (decrease) in:
Trade accounts payable		119			6,037			4,985			—			11,141
Income taxes payable		—			(160	)		(7,556	)		—			(7,716	)
Accrued interest payable		(23,858	)		—			—			—			(23,858	)
Accrued expenses and other liabilities		(6,047	)		(2,996	)		(2,083	)		—			(11,126	)
Deferred income taxes		—			(929	)		(1,930	)		—			(2,859	)
Deferred rent expense		—			1,276			(464	)		—			812

Net cash provided by (used in) operating activities		(200,961	)		78,255			20,117			—			(102,589	)

Cash flows from investing activities:
Acquisition of property and equipment		(1,596	)		(43,288	)		(23,766	)		—			(68,650	)
Acquisition of intangible assets/lease rights		—			(137	)		(1,950	)		—			(2,087	)

Net cash used in investing activities		(1,596	)		(43,425	)		(25,716	)		—			(70,737	)

Cash flows from financing activities:
Proceeds from revolving credit facility		51,700			—			—			—			51,700
Payments on revolving credit facility		(18,700	)		—			—			—			(18,700	)
Proceeds from notes		530,000			—			—			—			530,000
Repurchases of notes, including tender premium and fees		(523,660	)		—			—			—			(523,660	)
Payment of debt issuance costs		(9,857	)		—			—			—			(9,857	)
Principal payments on capital lease		—			(37	)		—			—			(37	)
Intercompany activity, net		116,829			(31,644	)		(85,185	)		—			—

Net cash provided by (used in) financing activities		146,312			(31,681	)		(85,185	)		—			29,446

Effect of foreign currency exchange rate changes on cash and cash equivalents		2			(2,669	)		969			—			(1,698	)

Net increase (decrease) in cash and cash equivalents		(56,243	)		480			(89,815	)		—			(145,578	)
Cash and cash equivalents, at beginning of period		56,392			4,299			106,265			—			166,956

Cash and cash equivalents, at end of period		149			4,779			16,450			—			21,378

Condensed Consolidating Statement of Cash Flows

Nine months ended October 27, 2012

(in thousands)


	Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income (loss)	$	(40,924	)	$	105,472		$	22,662		$	(128,134	)	$	(40,924	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in (earnings) loss of subsidiaries		(128,365	)		231			—			128,134			—
Depreciation and amortization		769			26,549			20,914			—			48,232
Amortization of lease rights and other assets		—			—			2,390			—			2,390
Amortization of debt issuance costs		7,085			—			594			—			7,679
Accretion of debt premium		(290	)		—			—			—			(290	)
Net accretion of favorable (unfavorable) lease obligations		—			(633	)		97			—			(536	)
Loss on sale/retirement of property and equipment, net		—			71			2			—			73
Loss on early debt extinguishment		9,707			—			—			—			9,707
Loss on sale of intangible asset/lease rights		—			—			117						117
Stock-based compensation expense (benefit)		(886	)		(576	)		59			—			(1,403	)
(Increase) decrease in:
Inventories		2			(27,247	)		(23,185	)		—			(50,430	)
Prepaid expenses		(305	)		(989	)		2,210			—			916
Other assets		(128	)		(4,444	)		(5,751	)		—			(10,323	)
Increase (decrease) in:
Trade accounts payable		(82	)		6,615			1,748			—			8,281
Income taxes payable		(43	)		(1,013	)		(3,774	)		—			(4,830	)
Accrued interest payable		16,290			—			—			—			16,290
Accrued expenses and other liabilities		(2,048	)		(4,419	)		(1,608	)		—			(8,075	)
Deferred income taxes		—			(690	)		(209	)		—			(899	)
Deferred rent expense		—			409			414			—			823

Net cash provided by (used in) operating activities		(139,218	)		99,336			16,680			—			(23,202	)

Cash flows from investing activities:
Acquisition of property and equipment, net		(1,101	)		(23,226	)		(22,069	)		—			(46,396	)
Acquisition of intangible assets/lease rights		—			(70	)		(2,007	)		—			(2,077	)
Changes in restricted cash		4,350			—			—			—			4,350

Net cash provided by (used in) investing activities		3,249			(23,296	)		(24,076	)		—			(44,123	)

Cash flows from financing activities:
Payments on former credit facility		(1,154,310	)		—			—			—			(1,154,310	)
Proceeds from notes		1,142,125			—			—			—			1,142,125
Payment of debt issuance costs		(27,610	)		—			—			—			(27,610	)
Intercompany activity, net		88,094			(75,633	)		(12,461	)		—			—

Net cash provided by (used in) financing activities		48,299			(75,633	)		(12,461	)		—			(39,795	)

Effect of foreign currency exchange rate changes on cash and cash equivalents		(2	)		231			(460	)		—			(231	)

Net increase (decrease) in cash and cash equivalents		(87,672	)		638			(20,317	)		—			(107,351	)
Cash and cash equivalents, at beginning of period		102,915			4,908			62,201			—			170,024

Cash and cash equivalents, at end of period	$	15,243		$	5,546		$	41,884		$	—		$	62,673

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

We include a store in the calculation of same store sales once it has been in operation sixty weeks after its initial opening and, effective in the third quarter of fiscal 2012, we include sales from e-commerce. A store which is temporarily closed, such as for remodeling, is removed from the same store sales computation if it is closed for one week or more. The removal is effective prospectively upon the completion of the first week of closure. A store which is closed permanently, such as upon termination of the lease, is immediately removed from the same store sales computation. We compute same store sales on a local currency basis, which eliminates any impact for changes in foreign currency rates.

Business Overview

We are one of the world’s leading specialty retailers of fashionable jewelry and accessories for young women, teens, tweens, and kids. Our vision is to inspire girls and women around the world to become their best selves by providing products and experiences that empower them to express their own unique individual styles. We are organized into two operating segments: North America and Europe. We identify our operating segments by how we manage and evaluate our business activities. As of November 2, 2013, we operated a total of 3,118 owned stores, of which 1,932 were located in all 50 states of the United States, Puerto Rico, Canada, the U.S. Virgin Islands, and China (North America segment) and 1,186 stores were located in the United Kingdom, Ireland, France, Spain, Portugal, Belgium, Switzerland, Austria, Netherlands, Germany, Poland, Czech Republic, Hungary, Italy and Luxembourg (Europe segment). We operate our stores under two brand names: Claire’s^® and Icing^®.

As of November 2, 2013, we also franchised or licensed 414 stores in Japan, the Middle East, Turkey, Greece, Guatemala, Malta, Ukraine, Mexico, India, Dominican Republic, El Salvador, Venezuela, Panama, Honduras, Indonesia, Philippines, Costa Rica, and Colombia. We account for the goods we sell to third parties under franchising agreements within “Net sales” and “Cost of sales, occupancy and buying expenses” in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The franchise fees we charge under the franchising agreements are reported in “Other income, net” in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Claire’s^® is our primary global brand that we operate through company-operated or franchise stores. Claire’s^® offers a differentiated and fun store experience with a “treasure hunt” setting that encourages our customer to visit often to explore and find merchandise that appeals to her. We believe by maintaining a highly relevant merchandise assortment and offering a compelling value proposition, Claire’s^® has universal appeal to teens, pre-teens and kids. Claire’s^® target customer is a girl between 3-18 years old with a particular focus on a core demographic of girls between 10-14 years old.

Icing^® is our other brand which we currently operate in North America through company-operated stores. Icing^® offers an inspiring merchandise assortment of fashionable products that helps a young woman to say something about herself, whatever the occasion. Our Icing^® brand targets a young woman in the 18-35 year age group with a focus on our core 21-25 year olds who have recently entered the workforce. This customer is independent, fashion-conscious, and has enhanced spending ability.

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

•

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

•

Accessories: Includes fashion and seasonal accessories, including headwear, legwear, hairgoods, handbags and small leather goods, attitude glasses, scarves, armwear and belts, sunglasses, hats, gloves, slippers and earmuffs; and our beauty product offerings.

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

Consolidated Results of Operations

A summary of our consolidated results of operations for the three and nine months ended November 2, 2013 and October 27, 2012 are as follows (dollars in thousands):


	Three Months		Three Months
	Ended		Ended
	November 2, 2013		October 27, 2012
Net sales	$	356,938	$	363,388
(Decrease) increase in same store sales		(5.2)%		2.4%
Gross profit percentage		48.9%		50.6%
Selling, general and administrative expenses as a percentage of net sales		35.3%		33.4%
Depreciation and amortization as a percentage of net sales		5.1%		4.4%
Operating income	$	30,617	$	49,815
Loss on early debt extinguishment	$	—	$	5,105
Net loss	$	(25,466)	$	(13,730)
Number of stores at the end of the period (1)		3,118		3,088

(1)	Number of stores excludes stores operated under franchise agreements.


	Nine Months		Nine Months
	Ended		Ended
	November 2, 2013		October 27, 2012
Net sales	$	1,077,647	$	1,063,622
(Decrease) increase in same store sales		(0.9)%		0.3%
Gross profit percentage		49.7%		50.0%
Selling, general and administrative expenses as a percentage of net sales		35.1%		33.9%
Depreciation and amortization as a percentage of net sales		4.7%		4.5%
Operating income	$	107,528	$	125,302
Loss on early debt extinguishment	$	4,795	$	9,707
Net loss	$	(72,722)	$	(40,924)
Number of stores at the end of the period (1)		3,118		3,088

(1)	Number of stores excludes stores operated under franchise agreements.

Net sales

Net sales for the three months ended November 2, 2013 decreased $6.5 million, or 1.8%, from the three months ended October 27, 2012. The decrease was attributable to a decrease in same store sales of $18.2 million and the effect of store closures of $9.7 million, partially offset by new store sales of $16.8 million, favorable foreign currency translation effect of our non-U.S. net sales of $3.6 million, and increased shipments to franchisees of $1.0 million. Net sales would have decreased 2.7% excluding the impact from foreign currency exchange rate changes.

Net sales for the nine months ended November 2, 2013 increased $14.0 million, or 1.3%, from the nine months ended October 27, 2012. The increase was attributable to new store sales of $45.0 million, favorable foreign currency translation effect of our non-U.S. net sales of $3.3 million, and increased

shipments to franchisees of $0.9 million, partially offset by the effect of store closures of $25.9 million and a decrease in same store sales of $9.3 million. Net sales would have increased 1.0% excluding the impact from foreign currency exchange rate changes.

For the three months ended November 2, 2013, the decrease in same store sales was primarily attributable to a decrease in average number of transactions per store of 3.2% and a decrease in average transaction value of 1.2%.

For the nine months ended November 2, 2013, the decrease in same store sales was primarily attributable to a decrease in average transaction value of 0.3%, partially offset by an increase in average number of transactions per store of 0.2%.

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


	Percentage of Total				Percentage of Total
	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
Product Category	November 2, 2013		October 27, 2012		November 2, 2013		October 27, 2012
Jewelry		48.8		48.8		50.6		49.4
Accessories		51.2		51.2		49.4		50.6

		100.0		100.0		100.0		100.0

Gross profit

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

During the three months ended November 2, 2013, gross profit percentage decreased 170 basis points to 48.9% compared to 50.6% during the three months ended October 27, 2012. The decrease in gross profit percentage consisted of a 180 basis point increase in occupancy costs and a decrease in merchandise margin of 10 basis points, partially offset by a 20 basis point decrease in buying and buying-related costs. The increase in occupancy costs, as a percentage of net sales, was primarily caused by the effect of a decrease in same store sales combined with normal occupancy cost increases. The decrease in merchandise margin resulted primarily from an increase in markdowns, partially offset by lower freight costs and inventory shrink. Markdowns fluctuate based upon many factors including the amount of inventory purchased versus the rate of sale and promotional activity. We do not anticipate a significant change in the level of markdowns or shrink that would materially affect our merchandise margin.

During the nine months ended November 2, 2013, gross profit percentage decreased 30 basis points to 49.7% compared to 50.0% during the nine months ended October 27, 2012. The decrease in gross profit percentage consisted of a 70 basis point increase in occupancy costs, partially offset by a 30 basis point increase in merchandise margin and a 10 basis point decrease in buying and buying-related costs. The increase in occupancy costs, as a percentage of net sales, was primarily caused by the effect of a decrease in same store sales combined with normal occupancy cost increases. The increase in merchandise margin resulted primarily from lower inventory shrink. Markdowns fluctuate based upon many factors including the amount of inventory purchased versus the rate of sale and promotional activity. We do not anticipate a significant change in the level of markdowns or shrink that would materially affect our merchandise margin.

Selling, general and administrative expenses

During the three months ended November 2, 2013, selling, general and administrative expenses increased $4.8 million, or 3.9%, compared to the three months ended October 27, 2012. The increase included an unfavorable $1.4 million foreign currency translation effect and $2.2 million of incremental expense

related to investments in the Company’s Icing and Europe e-commerce platforms and the China division. The remainder of the increase was primarily the result of payroll and non-cash stock-based compensation expense. As a percentage of net sales, selling, general and administrative expenses increased 190 basis points compared to the three months ended October 27, 2012.

During the nine months ended November 2, 2013, selling, general and administrative expenses increased $17.7 million, or 4.9%, compared to the nine months ended October 27, 2012. The increase was primarily due to an unfavorable $1.1 million foreign currency translation effect and $5.5 million of incremental expense related to investments in China, Icing North America e-commerce and Europe e-commerce platforms. The remainder of the increase was primarily the result of payroll and non-cash stock-based compensation expense. As a percentage of net sales, selling, general and administrative expenses increased 120 basis points compared to the nine months ended October 27, 2012.

Depreciation and amortization expense

During the three months ended November 2, 2013, depreciation and amortization expense increased $2.4 million to $18.4 million compared to $16.0 million for the three months ended October 27, 2012. Excluding an unfavorable $0.1 million foreign currency translation effect, the increase in depreciation and amortization expense would have been $2.2 million.

During the nine months ended November 2, 2013, depreciation and amortization expense increased $2.0 million to $50.2 million compared to $48.2 million for the nine months ended October 27, 2012. Excluding an unfavorable $0.1 million foreign currency translation effect, the increase in depreciation and amortization expense would have been $1.8 million.

Other income, net

The following is a summary of other (income) expense activity for the three and nine months ended November 2, 2013 and October 27, 2012 (in thousands):


	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
Foreign currency exchange (gain) loss, net	$	(168	)	$	(951	)	$	1,105		$	705
Royalty income		(1,281	)		(2,283	)		(3,712	)		(3,359	)

	$	(1,449	)	$	(3,234	)	$	(2,607	)	$	(2,654	)

Loss on early debt extinguishment

The following is a summary of the Company’s debt repurchase activity for the nine months ended November 2, 2013 (in thousands). All debt repurchases in the nine months ended November 2, 2013, were pursuant to the tender offer and note redemptions. There was no debt repurchase activity for the three months ended November 2, 2013 and for the three and nine months ended October 27, 2012.


	Nine Months Ended November 2, 2013
Notes Repurchased	Principal Amount		Repurchase Price		Recognized Loss (1)
Senior Fixed Rate Notes	$	220,270	$	219,802	$	2,597
Senior Toggle Notes		302,190		301,947		2,198

	$	522,460	$	521,749	$	4,795

(1)	Net of deferred issuance cost write-offs of $1,829 for the Senior Fixed Rate Notes and $1,766 for the Senior Toggle Notes and tender premiums and fees of $1,236 for the Senior Fixed Rate Notes and $675 for the Senior Toggle Notes.

Interest expense, net

During the three months ended November 2, 2013, net interest expense aggregated $53.2 million compared to $54.0 million for the three months ended October 27, 2012. The decrease of $0.8 million is primarily due to a lower rate of interest on the indebtedness used to refinance our former Senior Fixed Rate Notes and Senior Toggle Notes.

During the nine months ended November 2, 2013, net interest expense aggregated $169.2 million compared to $149.9 million for the nine months ended October 27, 2012. The increase of $19.3 million is primarily due to indebtedness incurred under the 9.0% Senior Secured First Lien Notes that bears a higher interest rate of interest than our former credit facility.

Income taxes

The effective income tax rate for the three and nine months ended November 2, 2013 was (12.7)% and (9.4)% compared to (47.1)% and (19.1)% for the three and nine months ended October 27, 2012. These effective income tax rates differed from the statutory federal income tax rate of 35% primarily from increases in the valuation allowance recorded for additional deferred tax assets generated primarily from operating losses in the three and nine months ended November 2, 2013 and October 27, 2012, respectively, by our U.S. operations.

Segment Operations

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

North America

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


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	November 2, 2013		October 27, 2012		November 2, 2013		October 27, 2012
Net sales	$	211,093	$	226,390	$	656,367	$	666,705
(Decrease) increase in same store sales		(7.2)%		2.0%		(1.3)%		0.2%
Gross profit percentage		48.2%		51.5%		50.6%		51.6%
Number of stores at the end of the period (1)		1,932		1,939		1,932		1,939

(1)	Number of stores excludes stores operated under franchise agreements and includes 16 China stores as of November 2, 2013.

During the three months ended November 2, 2013, net sales in North America decreased $15.3 million, or 6.8%, from the three months ended October 27, 2012. The decrease was attributable to a decrease in same store sales of $15.4 million, the effect of store closures of $5.5 million and an unfavorable foreign currency translation effect of our non-U.S. net sales of $1.0 million, partially offset by new store sales of $5.6 million and increased shipments to franchisees of $1.0 million. Sales would have decreased 6.4% excluding the impact from foreign currency exchange rate changes.

During the nine months ended November 2, 2013, net sales in North America decreased $10.3 million, or 1.6%, from the nine months ended October 27, 2012. The decrease was attributable to the effect of store closures of $15.0 million, a decrease in same store sales of $8.2 million and an unfavorable foreign currency translation effect of our non-U.S. net sales of $1.6 million, partially offset by new stores sales of $13.5 million and increased shipments to franchisees of $0.9 million. Sales would have decreased 1.3% excluding the impact from foreign currency exchange rate changes.

For the three months ended November 2, 2013, the decrease in same store sales was primarily attributable to a decrease in average number of transactions per store of 4.1% and a decrease in average transaction value of 2.8%.

For the nine months ended November 2, 2013, the decrease in same store sales was primarily attributable to a decrease in average transaction value of 0.9%, partially offset by an increase in average number of transactions per store of 0.3%.

During the three months ended November 2, 2013, gross profit percentage decreased 330 basis points to 48.2% compared to 51.5% during the three months ended October 27, 2012. The decrease in gross profit percentage consisted of a 270 basis point increase in occupancy costs and an 80 basis point decrease in merchandise margin, partially offset by a 20 basis point decrease in buying and buying-related costs. The increase in occupancy costs, as a percentage of net sales, was primarily caused by the effect of a decrease in same store sales combined with normal occupancy cost increases. The decrease in merchandise margin resulted primarily from an increase in markdowns, partially offset by lower freight costs. Markdowns fluctuate based upon many factors including the amount of inventory purchased versus the rate of sale and promotional activity. We do not anticipate a significant change in the level of markdowns or shrink that would materially affect our merchandise margin.

During the nine months ended November 2, 2013, gross profit percentage decreased 100 basis points to 50.6% compared to 51.6% during the nine months ended October 27, 2012. The gross profit percentage consisted of a 110 basis point increase in occupancy costs, partially offset by a 10 basis point decrease in buying and buying-related costs. The increase in occupancy costs, as a percentage of net sales, was primarily caused by the effect of a decrease in same store sales combined with normal occupancy cost increases. Merchandise margin remained unchanged with an increase in markdowns offset by lower inventory shrink and freight costs. Markdowns fluctuate based upon many factors including the amount of inventory purchased versus the rate of sale and promotional activity. We do not anticipate a significant

change in the level of markdowns or shrink that would materially affect our merchandise margin. The following table compares our sales of each product category in North America for each of the periods presented:


	Percentage of Total				Percentage of Total
	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
Product Category	November 2, 2013		October 27, 2012		November 2, 2013		October 27, 2012
Jewelry		54.2		53.8		55.8		54.6
Accessories		45.8		46.2		44.2		45.4

		100.0		100.0		100.0		100.0

Europe

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


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	November 2, 2013		October 27, 2012		November 2, 2013		October 27, 2012
Net sales	$	145,845	$	136,998	$	421,280	$	396,917
(Decrease) increase in same store sales		(2.0)%		3.2%		(0.3)%		0.6%
Gross profit percentage		49.9%		49.1%		48.4%		47.4%
Number of stores at the end of the period (1)		1,186		1,149		1,186		1,149

(1)	Number of stores excludes stores operated under franchise agreements.

During the three months ended November 2, 2013, net sales in Europe increased $8.8 million, or 6.5%, from the three months ended October 27, 2012. The increase was attributable to new store sales of $11.2 million and a favorable foreign currency translation effect of our non-U.S. net sales of $4.6 million, partially offset by the effect of store closures of $4.2 million and a decrease in same stores sales of $2.8 million. Sales would have increased 3.0% excluding the impact from foreign currency exchange rate changes.

During the nine months ended November 2, 2013, net sales in Europe increased $24.4 million, or 6.1%, from the nine months ended October 27, 2012. The increase was attributable to new store sales of $31.5 million and a favorable foreign currency translation effect of our non-U.S. net sales of $4.9 million, partially offset by the effect of store closures of $10.9 million, and a decrease in same store sales of $1.1 million. Sales would have increased 4.9% excluding the impact from foreign currency exchange rate changes.

For the three months ended November 2, 2013, the decrease in same store sales was primarily attributable to a decrease in average number of transactions per store of 2.9%, partially offset by an increase in average transaction value of 2.0%.

For the nine months ended November 2, 2013, the decrease in same store sales was primarily attributable to a decrease in average number of transactions per store of 0.6%, partially offset by an increase in average transaction value of 1.6%.

During the three months ended November 2, 2013, gross profit percentage increased 80 basis points to 49.9% compared to 49.1% during the three months ended October 27, 2012. The increase in gross profit percentage consisted of a 90 basis point increase in merchandise margin and a 10 basis point decrease in buying and buying-related costs, partially offset by a 20 basis point increase in occupancy costs. The increase in merchandise margin resulted primarily from higher initial markups and lower inventory shrink. The increase in occupancy costs, as a percentage of net sales, was primarily caused by the effect of a decrease in same store sales combined with normal occupancy cost increases. We do not anticipate a significant change in the level of shrink that would materially affect our merchandise margin.

During the nine months ended November 2, 2013, gross profit percentage increased 100 basis points to 48.4% compared to 47.4% during the nine months ended October 27, 2012. The increase in gross profit percentage consisted of a 70 basis point increase in merchandise margin, a 20 basis point decrease in occupancy costs, and a 10 basis point decrease in buying and buying-related costs. The increase in merchandise margin resulted primarily from a decrease in markdowns and lower inventory shrink. Markdowns fluctuate based upon many factors including the amount of inventory purchased versus the rate of sale and promotional activity. We do not anticipate a significant change in the level of markdowns or shrink that would materially affect our merchandise margin. The decrease in occupancy costs, as a percentage of net sales, was primarily caused by the effect of an increase in total store sales.

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


	Percentage of Total				Percentage of Total
	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
Product Category	November 2, 2013		October 27, 2012		November 2, 2013		October 27, 2012
Jewelry		41.1		40.9		42.8		40.9
Accessories		58.9		59.1		57.2		59.1

		100.0		100.0		100.0		100.0

Liquidity and Capital Resources

A summary of cash flows provided by (used in) operating, investing and financing activities for the nine months ended November 2, 2013 and October 27, 2012 is outlined in the table below (in thousands):


	Nine Months Ended			Nine Months Ended
	November 2, 2013			October 27, 2012
Operating activities	$	(102,589	)	$	(23,202	)
Investing activities		(70,737	)		(44,123	)
Financing activities		29,446			(39,795	)

Cash flows from operating activities

For the nine months ended November 2, 2013, cash used in operations increased $79.4 million compared to the prior year period. The primary reason for the increase was an increase in interest payments of $62.0 million, and a net decrease in operating income and other items of $17.4 million.

Cash flows from investing activities

For the nine months ended November 2, 2013, cash used in investing activities was $70.7 million and primarily consisted of $68.7 million for capital expenditures. For the nine months ended October 27, 2012, cash used in investing activities was $44.1 million, and primarily consisted of $46.4 million for capital expenditures, partially offset by $4.4 million decrease in restricted cash associated with the termination of the interest rate swap agreement. During the remainder of Fiscal 2013, we expect to spend approximately $15.0 million of capital expenditures.

Cash flows from financing activities

For the nine months ended November 2, 2013, cash provided by financing activities was $29.4 million, which consisted primarily of net borrowings of $33.0 million under the revolving Credit Facility (as described below), proceeds of $530.0 million from the issuance of $210.0 million aggregate principal amount of 6.125% Senior Secured First Lien Notes and $320.0 million aggregate principal amount of 7.75% Senior Notes, partially offset by note repurchases of $521.8 million to retire $220.3 million aggregate principal amount of Senior Fixed Rate Notes and $302.2 million aggregate principal amount of Senior Toggle Notes pursuant to a tender offer and note redemptions, payment of $1.9 million in tender premiums and fees, and payment of $9.9 million in financing costs. For the nine months ended October 27, 2012, our primary financing activities

consisted of the issuance of $1,142.1 million Senior Secured First Lien Notes used, together with cash on hand, to repay $1,154.3 million of indebtedness under the former senior secured term loan facility and to pay $27.6 million in financing costs.

We or our affiliates have purchased and may, from time to time, purchase portions of our indebtedness in privately-negotiated, open market transactions.

Cash Position

As of November 2, 2013, we had cash and cash equivalents of $21.4 million and all cash equivalents were maintained in one money market fund invested exclusively in U.S. Treasury Securities.

As of November 2, 2013, our foreign subsidiaries held cash and cash equivalents of $16.5 million. During the nine months ended November 2, 2013, we did not repatriate any cash held by foreign subsidiaries, but we expect a portion of our foreign subsidiaries’ future cash flow generation to be repatriated to the U.S. to meet certain liquidity needs. Based upon the amount of our remaining U.S. net operating loss carryforwards as of November 2, 2013, we do not expect to pay U.S. income tax on fiscal 2013 repatriations. When our U.S. net operating loss carryforwards are no longer available, we would be required to accrue and pay U.S. income taxes, net of any foreign tax credit benefit, on any such repatriation.

We anticipate that cash generated from operations, borrowings under our Credit Facility (as described below), and future refinancings of our indebtedness will be sufficient to allow us to satisfy payments of interest and principal on our indebtedness as they become due, to fund new store expenditures, and future working capital requirements in both the next twelve months and over the longer term. However, this will depend, in part, on our future operating performance. Our future operating performance and liquidity, as well as our ability to refinance our indebtedness, may be adversely affected by general economic, financial, and other factors beyond our control, including those disclosed in “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 2, 2013.

Credit Facility

On September 20, 2012, we entered into an Amended and Restated Credit Agreement by and among Claire’s Inc. (“Parent”), the Company, Credit Suisse AG, as Administrative Agent, and the other Lenders named therein (the “Credit Facility”), pursuant to which we replaced our existing $200.0 million senior secured former revolver maturing May 29, 2013 with a $115.0 million five-year senior secured revolving credit facility, maturing September 20, 2017.

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

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

All obligations under the Credit Facility, and the guarantees of those obligations, are secured, subject to certain exceptions and permitted liens, by a first priority lien on, (i) all of our capital stock, prior to an initial public offering of our stock, and (ii) substantially all of our material owned assets and the material owned assets of subsidiary guarantors, limited in the case of equity interests held by us or any subsidiary guarantor in a foreign subsidiary, to 100% of the non-voting equity interests and 65% of the voting equity interests of such foreign subsidiary held directly by us or a subsidiary guarantor. The liens securing the Credit Facility rank equally to the liens securing the 9.0% Senior Secured First Lien Notes and the 6.125% Senior Secured First Lien Notes.

The Credit Facility also contains customary provisions relating to mandatory prepayments, voluntary payments, affirmative and negative covenants, and events of default; however, it does not contain any covenants that require us to maintain any particular financial ratio or other measure of financial performance except that so long as the revolving loans and letters of credit outstanding exceed $15 million, we will be required to comply, at each borrowing date measured at the end of the prior fiscal quarter, and at the end of each fiscal quarter, with a maximum Total Net Secured Leverage Ratio of 5.5 to 1.0 based upon our ratio of its net senior secured first lien debt to adjusted earnings before interest, taxes, depreciation and amortization for the period of four consecutive fiscal quarters most recently ended. As of November 2, 2013, our revolving loans and letters of credit outstanding exceeded $15.0 million, and our Total Net Secured Leverage Ratio was 4.6 to 1.0.

The Credit Facility does contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our Parent’s and our restricted subsidiaries’ ability to, among other things:

•

incur additional indebtedness or issue certain preferred shares;

•

pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;

•

make certain investments;

•

sell certain assets;

•

create liens;

•

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and

•

enter into certain transactions with our affiliates.

A breach of any of these covenants could result in an event of default. Upon the occurrence of an event of default, the Lenders could elect to declare all amounts outstanding under the Credit Facility to be immediately due and payable and terminate all commitments to extend further credit. Such actions by those Lenders could cause cross defaults under our other indebtedness. If we were unable to repay those amounts, the Lenders under the Credit Facility could proceed against the collateral granted to them to secure that indebtedness. As of November 2, 2013, we were in compliance with the covenants.

As of November 2, 2013, we had $33.0 million of borrowings and $5.7 million of letters of credit outstanding, which reduces the borrowing availability under the Credit Facility to $76.3 million as of that date.

6.125% Senior Secured First Lien Notes

On March 15, 2013, we issued $210.0 million aggregate principal amount of 6.125% senior secured first lien notes that mature on March 15, 2020 (the “6.125% Senior Secured First Lien Notes”). See Note 4 – Debt in the Notes to Unaudited Condensed Consolidated Financial Statements for further description of the 6.125% Senior Secured First Lien Notes.

7.75% Senior Notes

On May 14, 2013, we issued $320.0 million aggregate principal amount of 7.75% senior notes due June 1, 2020 (the “7.75% Senior Notes”). See Note 4 – Debt in the Notes to Unaudited Condensed Consolidated Financial Statements for further description of the 7.75% Senior Notes.

Note Covenants

Our 10.5% Senior Subordinated Notes due 2017, 8.875% Senior Secured Second Lien Notes due 2019, 9.0% Senior Secured First Lien Notes, 6.125% Senior Secured First Lien Notes and 7.75% Senior Notes (collectively, the “Notes”) contain certain covenants that, among other things, and subject to certain exceptions and other basket amounts, restrict our ability and the ability of our subsidiaries to:

•

incur additional indebtedness;

•

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

•

make certain investments;

•

create or incur certain liens;

•

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

•

transfer or sell assets;

•

engage in certain transactions with our affiliates; and

•

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

Certain of these covenants, such as limitations on our ability to make certain payments such as dividends, or incur debt, will no longer apply if the Notes have investment grade ratings from both of the rating agencies of Moody’s Investor Services, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) and no event of default has occurred. Since the date of issuance of the Notes, the Notes have not received investment grade ratings from Moody’s or S&P. Accordingly, all of the covenants under the Notes currently apply to us. None of these Note covenants, however, require us to maintain any particular financial ratio or other measure of financial performance. As of November 2, 2013, we were in compliance with the covenants under the Notes.

Europe Credit Facilities

Our non-U.S. subsidiaries have bank credit facilities totaling $2.5 million. These facilities are used for working capital requirements, letters of credit and various guarantees. These credit facilities have been arranged in accordance with customary lending practices in their respective countries of operation. As of November 2, 2013, the entire amount of $2.5 million was available for borrowing by us, subject to a reduction of $2.3 million for outstanding bank guarantees.

Parent Company Registration Statement Filing

On May 3, 2013, Claire’s Inc., our Parent, filed a registration statement with the Securities and Exchange Commission for an initial public offering of Claire’s Inc.’s common stock.

Critical Accounting Policies and Estimates

Our Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles. Preparation of these statements requires management to make judgments and estimates. Some accounting policies have a significant impact on amounts reported in these financial statements. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in our Fiscal 2012 Annual Report on Form 10-K, filed on April 3, 2013, in the Notes to Consolidated Financial Statements, Note 2 – Summary of Significant Accounting Policies, and the Critical Accounting Policies and Estimates section contained in the Management’s Discussion and Analysis of Financial Condition and Results of Operations therein.

Recent Accounting Pronouncements

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

Cautionary Note Regarding Forward-Looking Statements and Risk Factors

We and our representatives may from time to time make written or oral forward-looking statements, including statements contained in this and other filings with the Securities and Exchange Commission and in our press releases and reports we issue publicly. All statements which address operating performance, events or developments that we expect or anticipate will occur in the future, including statements relating to our future financial performance, business strategy, planned capital expenditures, ability to service our debt, and new store openings for future periods, are forward-looking statements. The forward-looking statements are and will be based on management’s then current views and assumptions regarding future events and operating performance, and we assume no obligation to update any forward-looking statement. Forward-looking statements involve known or unknown risks, uncertainties and other factors, including changes in estimates and judgments discussed under “Critical Accounting Policies and Estimates” which may cause our actual results, performance or achievements, or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements may use the words “expect,” “anticipate,” “plan,” “intend,” “project,” “may,” “believe,” “forecasts” and similar expressions. Some of these risks, uncertainties and other factors are as follows: our level of indebtedness; general economic conditions; changes in consumer preferences and consumer spending; competition; general political and social conditions such as war, political unrest and terrorism; natural disasters or severe weather events; currency fluctuations and exchange rate adjustments; failure to maintain our favorable brand recognition; failure to successfully market our products through new channels, such as e-commerce; uncertainties generally associated with the specialty retailing business, such as decreases in mall traffic; disruptions in our supply of inventory; inability to increase same store sales; inability to renew, replace or enter into new store leases on favorable terms; significant increases in our merchandise markdowns; inability to grow our store base in North America, Europe, China, or expand to grow our international store base through franchise or similar licensing arrangements; inability to design and implement new information systems; data security breaches of confidential information or other cyber attacks; delays in anticipated store openings or renovations; changes in applicable laws, rules and regulations, including changes in North America, Europe, or China or other international laws and regulations governing the sale of our products, particularly regulations relating to heavy metal and chemical content in our products; changes in employment laws relating to overtime pay, tax laws and import laws; product recalls; loss of key members of management; increase in the costs of healthcare for our employees; increases in the cost of labor; labor disputes; unwillingness of vendors and service providers to supply goods or services pursuant to historical customary credit arrangements; increases in the cost of borrowings; unavailability of additional debt or equity capital; and the impact of our substantial indebtedness on our operating income and our ability to grow. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. In addition, we typically earn a disproportionate share of our operating income in the fourth quarter due to seasonal buying patterns, which are difficult to forecast with certainty. Additional discussion of these and other risks and uncertainties is contained elsewhere in this Item 2, in Item 3, “Quantitative and Qualitative Disclosures About Market Risk” and in our Form 10-K for Fiscal 2012 under “Statement Regarding Forward-Looking Disclosures” and “Risk Factors.”

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Cash and Cash Equivalents

We have significant amounts of cash and cash equivalents at financial institutions that are in excess of federally insured limits. With the current financial environment and the instability of financial institutions, we cannot be assured that we will not experience losses on our deposits. We mitigate this risk by investing in money market funds that are invested exclusively in U.S. Treasury securities and by

maintaining bank accounts with a group of credit worthy financial institutions. As of November 2, 2013, all cash equivalents were maintained in one money market fund that was invested exclusively in U.S. Treasury securities.

Interest Rates

We no longer have exposure to interest rate risk associated with derivative instruments. On September 20, 2012, we terminated the interest rate swap agreement entered into on July 28, 2010, settled the contract at fair value of the liability and also extinguished the associated hedged debt instrument.

Foreign Currency

We are exposed to market risk from foreign currency exchange rate fluctuations on the United States dollar (“USD” or “dollar”) value of foreign currency denominated transactions and our investments in foreign subsidiaries. We manage this exposure to market risk through our regular operating and financing activities, and may from time to time, use foreign currency options. Exposure to market risk for changes in foreign currency exchange rates relates primarily to our foreign operations’ buying, selling, and financing activities in currencies other than local currencies and to the carrying value of our net investments in foreign subsidiaries. At November 2, 2013, we maintained no foreign currency options. We generally do not hedge the translation exposure related to our net investment in foreign subsidiaries. Included in “Comprehensive loss” are $(3.3) million and $(2.5) million, net of tax, reflecting the unrealized gain (loss) on foreign currency translations and intra-entity foreign currency transactions during the nine months ended November 2, 2013 and October 27, 2012, respectively.

Certain of our subsidiaries make significant USD purchases from Asian suppliers, particularly in China. Until July 2005, the Chinese government pegged its currency, the yuan renminbi (“RMB”), to the USD, adjusting the relative value only slightly and on infrequent occasion. Many people viewed this practice as leading to a substantial undervaluation of the RMB relative to the USD and other major currencies, providing China with a competitive advantage in international trade. China now allows the RMB to float to a limited degree against a basket of major international currencies, including the USD, the euro and the Japanese yen. The official exchange rate has historically remained stable; however, there are no assurances that this currency exchange rate will continue to be as stable in the future due to the Chinese government’s adoption of a floating rate with respect to the value of the RMB against foreign currencies. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on China to adopt an even more flexible and more market-oriented currency policy that allows a greater fluctuation in the exchange rate between the RMB and the USD. This floating exchange rate, and any appreciation of the RMB that may result from such rate, could have various effects on our business, which include making our purchases of Chinese products more expensive. If we are unable to negotiate commensurate price decreases from our Chinese suppliers, these higher prices would eventually translate into higher costs of sales, which could have a material adverse effect on our results of operations.

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

General Market Risk

Our competitors include department stores, specialty stores, mass merchandisers, discount stores and other retail and internet channels. Our operations are impacted by consumer spending levels, which are affected by general economic conditions, consumer confidence, employment levels, availability of consumer credit and interest rates on credit, consumer debt levels, consumption of consumer staples including food and energy, consumption of other goods, adverse weather conditions and other factors over which we have little or no control. The increase in costs of such staple items has reduced the amount

of discretionary funds that consumers are willing and able to spend for other goods, including our merchandise. Should there be continued volatility in food and energy costs, sustained recession in the U.S. and Europe, rising unemployment and continued declines in discretionary income, our revenue and margins could be significantly affected in the future. We can not predict whether, when or the manner in which the economic conditions described above will change. See also “Cautionary Note Regarding Forward Looking Statements and Risk Factors.”

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including each of such officers as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting have been made during the quarter ended November 2, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 5.

Other Information

Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act

Apollo Global Management, LLC (“Apollo”) has provided notice to us that, as of October 24, 2013, certain investment funds managed by affiliates of Apollo beneficially owned approximately 22% of the limited liability company interests of CEVA Holdings, LLC (“CEVA”). Under the limited liability company agreement governing CEVA, certain investment funds managed by affiliates of Apollo hold a majority of the voting power of CEVA and have the right to elect a majority of the board of CEVA. CEVA may be deemed to be under common control with us, but this statement is not meant to be an admission that common control exists. As a result, it appears that we are required to provide disclosures as set forth below pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”) and Section 13(r) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Apollo has informed us that CEVA has provided it with the information below relevant to Section 13(r) of the Exchange Act. The disclosure below does not relate to any activities conducted by us and does not involve us or our management. The disclosure relates solely to activities conducted by CEVA and its consolidated subsidiaries. We have not independently verified or participated in the preparation of the disclosure below.

Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act by CEVA

“Through an internal review of its global operations, CEVA has identified the following transactions in an Initial Notice of Voluntary Self-Disclosure that CEVA filed with the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) on October 28, 2013. CEVA’s review is ongoing. CEVA will file a further report with OFAC after completing its review.

The internal review indicates that, in December 2012, CEVA Freight Italy Srl (“CEVA Italy”) provided customs brokerage and freight forwarding services for the export to Iran of two measurement instruments to the Iranian Offshore Engineering Construction Company, a joint venture between two entities that are identified on OFAC’s list of Specially Designated Nationals (“SDN”). The revenues and net profits for these services were approximately $1,260.64 USD and $151.30 USD, respectively. In February 2013, CEVA Freight Holdings (Malaysia) SDN BHD (“CEVA Malaysia”) provided customs brokerage for export and local haulage services for a shipment of polyethylene resin to Iran shipped on a vessel owned and/or operated by HDS Lines, also an SDN. The revenues and net profits for these services were approximately $779.54 USD and $311.13 USD, respectively. In September 2013, CEVA Malaysia provided customs brokerage services for the import into Malaysia of fruit juice from Alifard Co. in Iran via HDS Lines. The revenues and net profits for these services were approximately $227.41 USD and $89.29 USD, respectively.

These transactions violate the terms of internal CEVA compliance policies, which prohibit transactions involving Iran. Upon discovering these transactions, CEVA promptly launched an internal investigation, and is taking action to block and prevent such transactions in the future. CEVA intends to cooperate with OFAC in its review of this matter.”

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

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

Item 1A.

Risk Factors

There have been no material changes in our risk factors disclosed in our Annual Report on Form 10-K for the year ended February 2, 2013.

Item 6.

Exhibits


31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). (1)

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). (1)

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

⁽¹⁾	Filed herewith.

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

SIGNATURES

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


	CLAIRE’S STORES, INC.

December 5, 2013	By:	/s/ James D. Fielding
		James D. Fielding, Chief Executive Officer (principal executive officer)

December 5, 2013	By:	/s/ J. Per Brodin
		J. Per Brodin, Executive Vice President and Chief Financial Officer (principal financial and accounting officer)

INDEX TO EXHIBITS


EXHIBIT NO.		DESCRIPTION

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

32.1		Certification of Chief Executive Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company