Pennsylvania
|
|
23-1180120
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. employer identification number)
|
Securities registered pursuant to Section 12(b) of the Act:
|
||
(Title of each class)
|
(Trading Symbol(s))
|
(Name of each exchange on which registered)
|
Common Stock, without par value, stated capital $.25 per share
|
VFC
|
New York Stock Exchange
|
0.625% Senior Notes due 2023
|
VFC23
|
New York Stock Exchange
|
ITEM 1. BUSINESS.
|
•
|
Reshape our portfolio.
Investing in our brands to realize their full potential, while ensuring the composition of our portfolio positions us to win in evolving market conditions;
|
•
|
Transform our model.
Becoming consumer- and retail-centric to meet and exceed consumers' needs across all channels, and operate our business differently - from the design studio to the factory floor to the point of sale - by thinking and acting more like a vertical retailer;
|
•
|
Elevate direct-to-consumer.
Investing in our direct-to-consumer business to make it the pinnacle expression of our brands, and prioritizing serving consumers through e-commerce and digitally enabled transactions; and,
|
•
|
Distort Asia.
Accelerating our actions in Asia, especially China, to unlock growth opportunities for our brands in this fast-growing region.
|
REPORTABLE SEGMENT
|
|
PRIMARY BRANDS
|
|
PRIMARY PRODUCTS
|
|
|
|
|
|
|
|
|
|
|
Outdoor
|
|
The North Face
®
|
|
High performance outdoor apparel, footwear, equipment, accessories
|
|
|
Timberland
®
(excluding
Timberland PRO
®
)
|
|
Outdoor lifestyle footwear, apparel, accessories
|
|
|
Icebreaker
®
(1)
|
|
High performance apparel based on natural, plant-based, recycled fibers
|
|
|
Smartwool
®
|
|
Performance merino wool and other natural fibers-based apparel and accessories
|
|
|
Altra
®
(2)
|
|
Performance-based footwear
|
|
|
|
|
|
|
|
|
|
|
Active
|
|
Vans
®
|
|
Youth culture/action sports-inspired footwear, apparel, accessories
|
|
|
Kipling
®
|
|
Handbags, luggage, backpacks, totes, accessories
|
|
|
Napapijri
®
|
|
Premium outdoor apparel, footwear, accessories
|
|
|
Eastpak
®
|
|
Backpacks, luggage
|
|
|
JanSport
®
|
|
Backpacks, luggage
|
|
|
Reef
®
(3)
|
|
Surf-inspired apparel, footwear, accessories
|
|
|
Eagle Creek
®
|
|
Luggage, backpacks, travel accessories
|
|
|
|
|
|
|
|
|
|
|
Work
|
|
Dickies
®
|
|
Work and work-inspired lifestyle apparel and footwear
|
|
|
Red Kap
®
|
|
Occupational apparel
|
|
|
Bulwark
®
|
|
Protective occupational apparel
|
|
|
Timberland PRO
®
|
|
Protective work footwear and lifestyle apparel
|
|
|
VF Solutions
®
|
|
Uniform programs for business and governmental organizations
|
|
|
Wrangler
®
RIGGS
|
|
Work apparel, accessories
|
|
|
Walls
®
|
|
Outdoor work and sporting apparel
|
|
|
Terra
®
|
|
Protective work footwear
|
|
|
Workrite
®
|
|
Protective occupational apparel
|
|
|
Kodiak
®
|
|
Protective work footwear and lifestyle footwear
|
|
|
Horace Small
®
|
|
Occupational apparel
|
|
|
|
|
|
|
|
|
|
|
Jeans
|
|
Wrangler
®
(excluding
Wrangler
®
RIGGS
)
|
|
Denim, casual apparel, footwear, accessories
|
|
|
Lee
®
|
|
Denim, casual apparel
|
|
|
Lee
®
Riders
®
|
|
Denim, casual apparel
|
|
|
Rock & Republic
®
|
|
Denim, casual apparel, accessories
|
(1)
|
VF acquired the
Icebreaker
®
brand on April 3, 2018.
|
(2)
|
VF acquired the
Altra
®
brand on June 1, 2018.
|
(3)
|
VF sold the
Reef
®
brand on October 26, 2018.
|
OUTDOOR SEGMENT
|
ACTIVE SEGMENT
|
WORK SEGMENT
|
JEANS SEGMENT
|
DIRECT-TO-CONSUMER OPERATIONS
|
LICENSING ARRANGEMENTS
|
MANUFACTURING, SOURCING AND DISTRIBUTION
|
SEASONALITY
|
ADVERTISING, CUSTOMER SUPPORT AND COMMUNITY OUTREACH
|
SUSTAINABILITY
|
OTHER MATTERS
|
EXECUTIVE OFFICERS OF VF
|
AVAILABLE INFORMATION
|
ITEM 1A. RISK FACTORS.
|
•
|
Anticipate and respond to changing consumer preferences and product trends in a timely manner;
|
•
|
Develop attractive, innovative and high quality products that meet consumer needs;
|
•
|
Maintain strong brand recognition;
|
•
|
Price products appropriately;
|
•
|
Provide best-in-class marketing support and intelligence;
|
•
|
Ensure product availability and optimize supply chain efficiencies;
|
•
|
Obtain sufficient retail store space and effectively present our products at retail;
|
•
|
Produce or procure quality products on a consistent basis; and,
|
•
|
Adapt to a more digitally driven consumer landscape.
|
•
|
We may have difficulty completing acquisitions or dispositions to reshape our portfolio, and we may not be able to successfully integrate a newly acquired business or achieve the expected growth, cost savings or synergies from such integration.
|
•
|
We may not be able to transform our model to be more consumer- and retail-centric.
|
•
|
We may not be able to expand our market share with winning customers, or our wholesale customers may encounter financial difficulties and thus reduce their purchases of VF products.
|
•
|
We may not be able to expand our brands in Asia or other geographies or achieve the expected results from our supply chain initiatives.
|
•
|
We may have difficulty recruiting, developing or retaining qualified employees.
|
•
|
We may not be able to achieve our direct-to-consumer expansion goals, manage our growth effectively, successfully integrate the planned new stores into our operations or operate our new, remodeled and expanded stores profitably.
|
•
|
We may not be able to offset rising commodity or conversation costs in our product costs with pricing actions or efficiency improvements.
|
•
|
Political or labor instability in countries where VF’s facilities, contractors and suppliers are located;
|
•
|
Changes in local economic conditions in countries where VF’s facilities, contractors, and suppliers are located;
|
•
|
Political or military conflict could cause a delay in the transportation of raw materials and products to VF and an increase in transportation costs;
|
•
|
Disruption at ports of entry, such as the west coast dock workers labor dispute that disrupted international trade at seaports, could cause delays in product availability and increase transportation times and costs;
|
•
|
Heightened terrorism security concerns could subject imported or exported goods to additional, more frequent or more lengthy inspections, leading to delays in deliveries or impoundment of goods for extended periods;
|
•
|
Decreased scrutiny by customs officials for counterfeit goods, leading to more counterfeit goods and reduced sales of VF products, increased costs for VF’s anti-counterfeiting measures and damage to the reputation of its brands;
|
•
|
Disruptions at manufacturing or distribution facilities caused by natural and man-made disasters;
|
•
|
Disease epidemics and health-related concerns could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargo of VF’s goods produced in infected areas;
|
•
|
Imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations could limit our ability to produce products in cost-effective countries that have the required labor and expertise;
|
•
|
Imposition of duties, taxes and other charges on imports; and,
|
•
|
Imposition or the repeal of laws that affect intellectual property rights.
|
•
|
Obtain capital;
|
•
|
Manage its labor relations;
|
•
|
Maintain relationships with its suppliers;
|
•
|
Manage its credit risk effectively;
|
•
|
Maintain relationships with its customers; and,
|
•
|
Adhere to VF’s Global Compliance Principles.
|
ITEM 1B. UNRESOLVED STAFF COMMENTS.
|
ITEM 2. PROPERTIES.
|
ITEM 3. LEGAL PROCEEDINGS.
|
ITEM 4. MINE SAFETY DISCLOSURES.
|
ITEM 5. MARKET FOR VF’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
PERFORMANCE GRAPH:
|
Company / Index
|
|
|
Base Period 12/28/13
|
|
|
1/3/15
|
|
|
1/2/16
|
|
|
12/31/16
|
|
|
12/30/17
|
|
|
3/30/19
|
|
||||||||||||
VF Corporation
|
|
|
$
|
100.00
|
|
|
|
$
|
121.81
|
|
|
|
$
|
104.78
|
|
|
|
$
|
92.06
|
|
|
|
$
|
131.42
|
|
|
|
$
|
158.92
|
|
|
S&P 500 Index
|
|
|
100.00
|
|
|
|
114.11
|
|
|
|
115.71
|
|
|
|
129.55
|
|
|
|
157.84
|
|
|
|
171.51
|
|
|
||||||
S&P 1500 Apparel, Accessories & Luxury Goods
|
|
|
100.00
|
|
|
|
105.39
|
|
|
|
83.41
|
|
|
|
75.01
|
|
|
|
89.53
|
|
|
|
90.74
|
|
|
ISSUER PURCHASES OF EQUITY SECURITIES:
|
Fiscal Period
|
|
Total Number of Shares Purchased
|
|
Weighted Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Programs
|
|
Dollar Value of Shares that May Yet be Purchased Under the Program
|
||||||
December 30, 2018 — January 26, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
3,836,982,574
|
|
January 27, 2019 — February 23, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,836,982,574
|
|
||
February 24, 2019 — March 30, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,836,982,574
|
|
||
Total
|
|
—
|
|
|
|
|
—
|
|
|
|
ITEM 6. SELECTED FINANCIAL DATA.
|
(Dollars and shares in thousands, except per share amounts)
|
|
|
Year Ended March
|
|
|
Three Months Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||||||||||
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||
SUMMARY OF OPERATIONS
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total revenues
|
|
|
$
|
13,848,660
|
|
|
|
$
|
3,045,446
|
|
|
$
|
11,811,177
|
|
|
$
|
11,026,147
|
|
|
$
|
10,996,393
|
|
|
$
|
10,831,889
|
|
Operating income
(2)
|
|
|
1,675,840
|
|
|
|
310,065
|
|
|
1,513,029
|
|
|
1,455,458
|
|
|
1,680,419
|
|
|
1,697,172
|
|
||||||
Income from continuing operations
|
|
|
1,259,004
|
|
|
|
261,164
|
|
|
721,209
|
|
|
1,078,854
|
|
|
1,217,056
|
|
|
1,233,711
|
|
||||||
Earnings per common share from continuing operations – basic
|
|
|
$
|
3.19
|
|
|
|
$
|
0.66
|
|
|
$
|
1.81
|
|
|
$
|
2.59
|
|
|
$
|
2.86
|
|
|
$
|
2.85
|
|
Earnings per common share from continuing operations – diluted
|
|
|
3.14
|
|
|
|
0.65
|
|
|
1.79
|
|
|
2.56
|
|
|
2.82
|
|
|
2.80
|
|
||||||
Dividends per share
|
|
|
1.9400
|
|
|
|
0.4600
|
|
|
1.7200
|
|
|
1.5300
|
|
|
1.3300
|
|
|
1.1075
|
|
||||||
Dividend payout ratio
(3)
|
|
|
61.7
|
%
|
|
|
70.7
|
%
|
|
96.2
|
%
|
|
59.9
|
%
|
|
47.2
|
%
|
|
39.5
|
%
|
||||||
FINANCIAL POSITION
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Working capital
|
|
|
$
|
2,011,853
|
|
|
|
$
|
1,256,941
|
|
|
$
|
1,353,983
|
|
|
$
|
2,378,198
|
|
|
$
|
2,033,498
|
|
|
$
|
2,215,491
|
|
Current ratio
|
|
|
1.8
|
|
|
|
1.4
|
|
|
1.5
|
|
|
2.4
|
|
|
2.1
|
|
|
2.5
|
|
||||||
Total assets
|
|
|
$
|
10,356,785
|
|
|
|
$
|
9,937,730
|
|
|
$
|
9,577,802
|
|
|
$
|
9,015,694
|
|
|
$
|
8,600,426
|
|
|
$
|
8,611,545
|
|
Long-term debt, less current maturities
|
|
|
2,115,884
|
|
|
|
2,212,555
|
|
|
2,187,789
|
|
|
2,039,180
|
|
|
1,401,820
|
|
|
1,403,919
|
|
||||||
Stockholders’ equity
|
|
|
4,298,516
|
|
|
|
3,688,096
|
|
|
3,719,900
|
|
|
4,940,921
|
|
|
5,384,838
|
|
|
5,630,882
|
|
||||||
Debt to total capital ratio
(5)
|
|
|
39.3
|
%
|
|
|
50.4
|
%
|
|
44.0
|
%
|
|
31.9
|
%
|
|
25.6
|
%
|
|
20.2
|
%
|
||||||
Weighted average common shares outstanding
|
|
|
395,189
|
|
|
|
395,253
|
|
|
399,223
|
|
|
416,103
|
|
|
425,408
|
|
|
432,611
|
|
||||||
Book value per common share
|
|
|
$
|
10.83
|
|
|
|
$
|
9.35
|
|
|
$
|
9.40
|
|
|
$
|
11.93
|
|
|
$
|
12.62
|
|
|
$
|
13.01
|
|
OTHER STATISTICS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating margin
|
|
|
12.1
|
%
|
|
|
10.2
|
%
|
|
12.8
|
%
|
|
13.2
|
%
|
|
15.3
|
%
|
|
15.7
|
%
|
||||||
Return on invested capital
(6) (7)
|
|
|
18.2
|
%
|
|
|
4.0
|
%
|
|
10.5
|
%
|
|
15.4
|
%
|
|
17.1
|
%
|
|
17.1
|
%
|
||||||
Return on average stockholders’ equity
(6)
|
|
|
33.3
|
%
|
|
|
7.4
|
%
|
|
18.9
|
%
|
|
23.8
|
%
|
|
25.3
|
%
|
|
22.5
|
%
|
||||||
Return on average total assets
(6)
|
|
|
12.7
|
%
|
|
|
2.8
|
%
|
|
8.2
|
%
|
|
12.7
|
%
|
|
14.4
|
%
|
|
14.8
|
%
|
||||||
Cash provided (used) by operations
(8)
|
|
|
$
|
1,664,223
|
|
|
|
$
|
(243,223
|
)
|
|
$
|
1,474,660
|
|
|
$
|
1,480,568
|
|
|
$
|
1,203,616
|
|
|
$
|
1,761,841
|
|
Cash dividends paid
|
|
|
767,061
|
|
|
|
181,373
|
|
|
684,679
|
|
|
635,994
|
|
|
565,275
|
|
|
478,933
|
|
(1)
|
VF recorded non-operating losses on sale related to the divestitures of the
Reef
®
brand business and Van Moer business, totaling $36.8 million in the year ended March 2019. The losses impacted after-tax income from operations by $33.1 million, basic earnings per share by $0.08 and diluted earnings per share by $0.08. Operating results for the year ended March 2019 include costs associated with the relocation of VF's global headquarters and certain brands to Denver, Colorado and separation and related expenses associated with the planned spin-off of the Jeans business. The costs impacted pretax operating income by $158.9 million, after-tax income from continuing operations by $120.0 million, basic earnings per share by $0.30 and diluted earnings per share by $0.30. VF recorded a $465.5 million provisional tax charge in December 2017 related to the transitional impact of the Tax Act. The charge impacted basic earnings per share by $1.17 and diluted earnings per share by $1.15. Operating results for the year ended December 2016 include charges for the impairment of goodwill and intangible assets and pension settlement. The charges impacted pretax operating income by $130.5 million, after-tax income from continuing operations by $95.5 million, basic earnings per share by $0.23 and diluted earnings per share by $0.23.
|
(2)
|
Reflects adoption of accounting standards update 2017-07,
"Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost"
and the restatement of prior periods to conform to current year presentation. For the years ended December 2017, 2016, 2015 and 2014, operating income increased and other income (expense), net decreased by $9.9 million, $87.2 million, $35.6 million and $33.8 million, respectively. In the three months ended March 2018, operating income decreased and other income (expense), net increased by $1.3 million.
|
(3)
|
Dividend payout ratio is defined as dividends per share divided by earnings per diluted share.
|
(4)
|
VF early adopted the accounting standards update regarding intra-entity transfers in the first quarter of 2017, which resulted in a cumulative adjustment to retained earnings and reduction in other assets in the Consolidated Balance Sheet at January 1, 2017 of $237.8 million. VF adopted the accounting standards update regarding revenue recognition on April 1, 2018, which resulted in a cumulative adjustment to increase retained earnings by
$2.0 million
and had a material impact to the Consolidated Balance Sheet due to reclassifications of certain customer-related balances. Refer to Note 1 to VF’s consolidated financial statements for additional information.
|
(5)
|
Total capital is defined as stockholders’ equity plus short-term and long-term debt.
|
(6)
|
The numerator in the return calculations is defined as income from continuing operations plus total interest income/expense, net of taxes.
|
(7)
|
Invested capital is defined as average stockholders’ equity plus average short-term and long-term debt.
|
(8)
|
The cash flows related to discontinued operations have not been segregated, and are included in the Consolidated Statements of Cash Flows. Accordingly, the information includes the results of continuing and discontinued operations.
|
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
OVERVIEW
|
BASIS OF PRESENTATION
|
HIGHLIGHTS OF THE YEAR ENDED MARCH 2019
|
•
|
Year ended March
2019
revenues were up
12%
to
$13.8 billion
compared to the twelve months ended March 2018, primarily due to the $1.0 billion contribution from organic growth and a
$696.3 million
contribution from acquisitions, including a 1% unfavorable impact from foreign currency.
|
•
|
Active segment revenues increased
16%
over the twelve months ended March 2018 to
$4.7 billion
, including a 2% unfavorable impact from foreign currency.
|
•
|
Outdoor segment revenues increased
9%
over the twelve months ended March 2018 to
$4.6 billion
, including a
$224.4 million
contribution from acquisitions and a 1% unfavorable impact from foreign currency.
|
•
|
Direct-to-consumer revenues increased
14%
over the twelve months ended March 2018, including a 1% unfavorable impact from foreign currency and a 3-percentage point contribution from acquisitions. Direct-to-consumer revenues accounted for
33%
of VF’s total revenues in the year ended March
2019
. VF opened
110
retail stores in the year ended March
2019
. E-commerce revenues increased
32%
in the year ended March
2019
compared to the twelve months ended March 2018, including a 1% unfavorable impact from foreign currency and a 9-percentage point contribution from acquisitions.
|
•
|
International revenues increased
10%
over the twelve months ended March 2018, including a 3% unfavorable impact from foreign currency and a 6-percentage point contribution from acquisitions. International revenues represented
41%
of VF’s total revenues in the year ended March
2019
.
|
•
|
Gross margin increased 10 basis points to
50.7%
in the year ended March
2019
compared to the twelve months ended March 2018, reflecting benefits from a mix-shift to higher margin businesses and increased pricing, partially offset by costs related to the acquisition, integration and separation of businesses and certain increases in product costs.
|
•
|
Cash flow from operations was
$1.7 billion
in the year ended March
2019
.
|
•
|
Earnings per share increased 63% to
$3.14
in the year ended March
2019
from
$1.92
in the twelve months ended March 2018. The twelve months ended March 2018 included a $1.15 negative transitional impact from the enactment of the Tax Cuts and Jobs Act ("Tax Act") compared to a $0.09 negative impact in the year ended March 2019 due to adjustments on provisional amounts recorded. The increase was also driven by organic growth in the Active, Outdoor and Work segments, continued strength in our direct-to-consumer and international businesses and contributions from acquisitions. These improvements were partially offset by expenses related to the acquisition, integration and separation of businesses, costs related to relocation and other strategic business decisions and declines in the Jeans segment.
|
•
|
VF increased the quarterly dividend rate by 11% in the year ended March 2019, marking the 46
th
consecutive year of increase in the rate of dividends paid per share.
|
•
|
VF repurchased
$150.7 million
of its Common Stock and paid
$767.1 million
in cash dividends, returning $917.8 million to stockholders.
|
ANALYSIS OF RESULTS OF OPERATIONS
|
Consolidated Statements of Income
|
(In millions)
|
|
Year Ended March 2019 Compared to Twelve Months Ended March 2018
(unaudited)
|
|
|
Year Ended December 2017 Compared to Year Ended December 2016
|
||||
Net revenues — prior period
|
|
$
|
12,356.3
|
|
|
|
$
|
11,026.1
|
|
Organic growth
|
|
1,039.0
|
|
|
|
489.3
|
|
||
Acquisitions
|
|
696.3
|
|
|
|
247.2
|
|
||
Dispositions
|
|
(89.0
|
)
|
|
|
—
|
|
||
Impact of foreign currency
|
|
(153.9
|
)
|
|
|
48.6
|
|
||
Net revenues — current period
|
|
$
|
13,848.7
|
|
|
|
$
|
11,811.2
|
|
|
|
Year Ended
March 2019
|
|
|
Twelve Months Ended March
2018
(unaudited)
|
|
Year Ended December
|
||||||
|
|
|
|
|
2017
|
|
2016
|
||||||
Gross margin (net revenues less cost of goods sold)
|
|
50.7
|
%
|
|
|
50.6
|
%
|
|
50.5
|
%
|
|
49.3
|
%
|
Selling, general and administrative expenses
|
|
38.6
|
|
|
|
38.2
|
|
|
37.7
|
|
|
35.4
|
|
Impairment of goodwill and intangible assets
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
Operating income
|
|
12.1
|
%
|
|
|
12.4
|
%
|
|
12.8
|
%
|
|
13.2
|
%
|
(In millions)
|
Three Months Ended March
|
||
Net revenues — 2017
|
$
|
2,500.3
|
|
Organic growth
|
191.6
|
|
|
Acquisitions
|
233.1
|
|
|
Impact of foreign currency
|
120.4
|
|
|
Net revenues — 2018
|
$
|
3,045.4
|
|
|
Three Months Ended March
|
||||
|
2018
|
|
2017
(unaudited)
|
||
Gross margin (net revenues less cost of goods sold)
|
50.5
|
%
|
|
50.3
|
%
|
Selling, general and administrative expenses
|
40.4
|
|
|
38.5
|
|
Operating income
|
10.2
|
%
|
|
11.7
|
%
|
Information by Reportable Segment
|
Segment Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Three Months Ended March 2018 Compared to Three Months Ended March 2017
(unaudited)
|
||||||||||||||||||||||
(In millions)
|
Outdoor
|
|
Active
|
|
Work
|
|
Jeans
|
|
Other
|
|
Total
|
||||||||||||
Segment revenues — Three Months Ended March 2017
(unaudited)
|
$
|
835.1
|
|
|
$
|
808.8
|
|
|
$
|
200.0
|
|
|
$
|
634.3
|
|
|
$
|
22.1
|
|
|
$
|
2,500.3
|
|
Organic growth
|
7.1
|
|
|
208.9
|
|
|
8.5
|
|
|
(31.0
|
)
|
|
(1.9
|
)
|
|
191.6
|
|
||||||
Acquisition
|
—
|
|
|
—
|
|
|
233.1
|
|
|
—
|
|
|
—
|
|
|
233.1
|
|
||||||
Impact of foreign currency
|
45.8
|
|
|
53.9
|
|
|
0.7
|
|
|
20.0
|
|
|
—
|
|
|
120.4
|
|
||||||
Segment revenues — Three Months Ended March 2018
|
$
|
888.0
|
|
|
$
|
1,071.6
|
|
|
$
|
442.3
|
|
|
$
|
623.3
|
|
|
$
|
20.2
|
|
|
$
|
3,045.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment Profit:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Three Months Ended March 2018 Compared to Three Months Ended March 2017
(unaudited)
|
||||||||||||||||||||||
(In millions)
|
Outdoor
|
|
Active
|
|
Work
|
|
Jeans
|
|
Other
|
|
Total
|
||||||||||||
Segment profit — Three Months Ended March 2017
(unaudited)
|
$
|
73.5
|
|
|
$
|
149.3
|
|
|
$
|
37.7
|
|
|
$
|
114.5
|
|
|
$
|
(2.3
|
)
|
|
$
|
372.7
|
|
Organic growth
|
(29.0
|
)
|
|
76.0
|
|
|
(3.4
|
)
|
|
(17.9
|
)
|
|
(0.8
|
)
|
|
24.9
|
|
||||||
Acquisition
|
—
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
||||||
Impact of foreign currency
|
0.2
|
|
|
12.3
|
|
|
0.9
|
|
|
7.2
|
|
|
—
|
|
|
20.6
|
|
||||||
Segment profit — Three Months Ended March 2018
|
$
|
44.7
|
|
|
$
|
237.6
|
|
|
$
|
40.0
|
|
|
$
|
103.8
|
|
|
$
|
(3.1
|
)
|
|
$
|
423.0
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December
|
||||||||||||||
(Dollars in millions)
|
|
Year Ended March 2019
|
|
|
Twelve Months Ended March 2018
(unaudited)
|
|
|
Percent Change
|
|
|
2017
|
|
2016
|
|
Percent Change
|
||||||||||
Segment revenues
|
|
$
|
4,649.0
|
|
|
|
$
|
4,261.9
|
|
|
|
9.1
|
%
|
|
|
$
|
4,209.0
|
|
|
$
|
4,123.4
|
|
|
2.1
|
%
|
Segment profit
|
|
544.4
|
|
|
|
508.8
|
|
|
|
7.0
|
%
|
|
|
537.5
|
|
|
594.5
|
|
|
(9.6
|
)%
|
||||
Operating margin
|
|
11.7
|
%
|
|
|
11.9
|
%
|
|
|
|
|
|
12.8
|
%
|
|
14.4
|
%
|
|
|
|
|
Three Months Ended March
|
|||||||||
(Dollars in millions)
|
|
2018
|
|
2017
(unaudited)
|
|
Percent
Change |
|||||
Segment revenues
|
|
$
|
888.0
|
|
|
$
|
835.1
|
|
|
6.3
|
%
|
Segment profit
|
|
44.7
|
|
|
73.5
|
|
|
(39.2
|
)%
|
||
Operating margin
|
|
5.0
|
%
|
|
8.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December
|
||||||||||||||
(Dollars in millions)
|
|
Year Ended March 2019
|
|
|
Twelve Months Ended March 2018
(unaudited)
|
|
|
Percent Change
|
|
|
2017
|
|
2016
|
|
Percent Change
|
||||||||||
Segment revenues
|
|
$
|
4,721.8
|
|
|
|
$
|
4,054.5
|
|
|
|
16.5
|
%
|
|
|
$
|
3,791.7
|
|
|
$
|
3,318.4
|
|
|
14.3
|
%
|
Segment profit
|
|
1,125.7
|
|
|
|
894.2
|
|
|
|
25.9
|
%
|
|
|
805.8
|
|
|
628.2
|
|
|
28.3
|
%
|
||||
Operating margin
|
|
23.8
|
%
|
|
|
22.1
|
%
|
|
|
|
|
|
21.3
|
%
|
|
18.9
|
%
|
|
|
|
|
Three Months Ended March
|
|||||||||
(Dollars in millions)
|
|
2018
|
|
2017
(unaudited)
|
|
Percent
Change |
|||||
Segment revenues
|
|
$
|
1,071.6
|
|
|
$
|
808.8
|
|
|
32.5
|
%
|
Segment profit
|
|
237.6
|
|
|
149.3
|
|
|
59.2
|
%
|
||
Operating margin
|
|
22.2
|
%
|
|
18.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December
|
||||||||||||||
(Dollars in millions)
|
|
Year Ended March 2019
|
|
|
Twelve Months Ended March 2018
(unaudited)
|
|
|
Percent Change
|
|
|
2017
|
|
2016
|
|
Percent Change
|
||||||||||
Segment revenues
|
|
$
|
1,862.0
|
|
|
|
$
|
1,342.0
|
|
|
|
38.7
|
%
|
|
|
$
|
1,099.7
|
|
|
$
|
776.2
|
|
|
41.7
|
%
|
Segment profit
|
|
220.7
|
|
|
|
166.0
|
|
|
|
33.0
|
%
|
|
|
163.6
|
|
|
137.3
|
|
|
19.1
|
%
|
||||
Operating margin
|
|
11.9
|
%
|
|
|
12.4
|
%
|
|
|
|
|
|
14.9
|
%
|
|
17.7
|
%
|
|
|
|
|
Three Months Ended March
|
|||||||||
(Dollars in millions)
|
|
2018
|
|
2017
(unaudited)
|
|
Percent
Change |
|||||
Segment revenues
|
|
$
|
442.3
|
|
|
$
|
200.0
|
|
|
121.2
|
%
|
Segment profit
|
|
40.0
|
|
|
37.7
|
|
|
6.3
|
%
|
||
Operating margin
|
|
9.0
|
%
|
|
18.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December
|
||||||||||||||
(Dollars in millions)
|
|
Year Ended March 2019
|
|
|
Twelve Months Ended March 2018
(unaudited)
|
|
|
Percent Change
|
|
|
2017
|
|
2016
|
|
Percent Change
|
||||||||||
Segment revenues
|
|
$
|
2,491.8
|
|
|
|
$
|
2,586.6
|
|
|
|
(3.7
|
)%
|
|
|
$
|
2,597.6
|
|
|
$
|
2,690.1
|
|
|
(3.4
|
)%
|
Segment profit
|
|
300.5
|
|
|
|
395.8
|
|
|
|
(24.1
|
)%
|
|
|
406.5
|
|
|
479.2
|
|
|
(15.2
|
)%
|
||||
Operating margin
|
|
12.1
|
%
|
|
|
15.3
|
%
|
|
|
|
|
|
15.6
|
%
|
|
17.8
|
%
|
|
|
|
|
Three Months Ended March
|
|||||||||
(Dollars in millions)
|
|
2018
|
|
2017
(unaudited)
|
|
Percent
Change
|
|||||
Segment revenues
|
|
$
|
623.3
|
|
|
$
|
634.3
|
|
|
(1.7
|
)%
|
Segment profit
|
|
103.8
|
|
|
114.5
|
|
|
(9.3
|
)%
|
||
Operating margin
|
|
16.7
|
%
|
|
18.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December
|
||||||||||||||
(Dollars in millions)
|
|
Year Ended March 2019
|
|
|
Twelve Months Ended March 2018
(unaudited)
|
|
|
Percent Change
|
|
|
2017
|
|
2016
|
|
Percent Change
|
||||||||||
Segment revenues
|
|
$
|
124.1
|
|
|
|
$
|
111.3
|
|
|
|
11.5
|
%
|
|
|
$
|
113.2
|
|
|
$
|
118.0
|
|
|
(4.2
|
)%
|
Segment profit (loss)
|
|
0.5
|
|
|
|
(4.0
|
)
|
|
|
*
|
|
|
|
(3.0
|
)
|
|
(4.9
|
)
|
|
35.7
|
%
|
||||
Operating margin
|
|
0.4
|
%
|
|
|
(3.6
|
)%
|
|
|
|
|
|
(2.7
|
)%
|
|
(4.1
|
)%
|
|
|
|
|
Three Months Ended March
|
|||||||||
(Dollars in millions)
|
|
2018
|
|
2017
(unaudited)
|
|
Percent
Change
|
|||||
Segment revenues
|
|
$
|
20.2
|
|
|
$
|
22.1
|
|
|
(8.4
|
)%
|
Segment profit (loss)
|
|
(3.1
|
)
|
|
(2.3
|
)
|
|
(40.0
|
)%
|
||
Operating margin
|
|
(15.2
|
)%
|
|
(9.9
|
)%
|
|
|
Reconciliation of Segment Profit to Consolidated Income Before Income Taxes
|
|
|
Year Ended March 2019
|
|
|
Year Ended December
|
||||||||
(In millions)
|
|
|
|
2017
|
|
2016
|
|||||||
Information systems and shared services
|
|
$
|
418.1
|
|
|
|
$
|
365.0
|
|
|
$
|
333.0
|
|
Less costs allocated to segments
|
|
(255.6
|
)
|
|
|
(228.4
|
)
|
|
(213.9
|
)
|
|||
Information systems and shared services retained at corporate
|
|
162.5
|
|
|
|
136.6
|
|
|
119.1
|
|
|||
Corporate headquarters’ costs
|
|
327.1
|
|
|
|
218.4
|
|
|
169.1
|
|
|||
Other
|
|
89.3
|
|
|
|
53.0
|
|
|
96.2
|
|
|||
Corporate and other expenses
|
|
$
|
578.9
|
|
|
|
$
|
408.0
|
|
|
$
|
384.4
|
|
|
|
Three Months Ended March
|
||||||||||
(Dollars in millions)
|
|
2018
|
|
|
2017
(unaudited)
|
|
Percent
Change
|
|||||
Corporate and other expenses
|
|
$
|
107.8
|
|
|
|
$
|
83.1
|
|
|
29.7
|
%
|
Interest expense, net
|
|
21.2
|
|
|
|
20.2
|
|
|
4.8
|
%
|
International Operations
|
Direct-to-Consumer Operations
|
(In thousands, except per share amounts)
|
|
Year Ended March 2019
|
|
|
Twelve Months Ended March 2018
(unaudited)
|
||||
Net revenues
|
|
$
|
13,848,660
|
|
|
|
$
|
12,356,283
|
|
Costs and operating expenses
|
|
|
|
|
|
||||
Cost of goods sold
|
|
6,827,481
|
|
|
|
6,107,671
|
|
||
Selling, general and administrative expenses
|
|
5,345,339
|
|
|
|
4,718,725
|
|
||
Total costs and operating expenses
|
|
12,172,820
|
|
|
|
10,826,396
|
|
||
Operating income
(a)
|
|
1,675,840
|
|
|
|
1,529,887
|
|
||
Interest, net
|
|
(85,425
|
)
|
|
|
(86,857
|
)
|
||
Other income (expense), net
(a)
|
|
(63,011
|
)
|
|
|
(1,799
|
)
|
||
Income from continuing operations before income taxes
|
|
1,527,404
|
|
|
|
1,441,231
|
|
||
Income taxes
|
|
268,400
|
|
|
|
672,134
|
|
||
Income from continuing operations
|
|
1,259,004
|
|
|
|
769,097
|
|
||
Income (loss) from discontinued operations, net of tax
|
|
788
|
|
|
|
(110,544
|
)
|
||
Net income
|
|
$
|
1,259,792
|
|
|
|
$
|
658,553
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
||||
Continuing operations
|
|
$
|
3.19
|
|
|
|
$
|
1.95
|
|
Discontinued operations
|
|
—
|
|
|
|
(0.28
|
)
|
||
Total earnings per common share - basic
|
|
$
|
3.19
|
|
|
|
$
|
1.67
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
||||
Continuing operations
|
|
$
|
3.14
|
|
|
|
$
|
1.92
|
|
Discontinued operations
|
|
—
|
|
|
|
(0.28
|
)
|
||
Total earnings per common share - diluted
|
|
$
|
3.15
|
|
|
|
$
|
1.65
|
|
Weighted average shares outstanding
|
|
|
|
|
|
||||
Basic
|
|
395,189
|
|
|
|
395,038
|
|
||
Diluted
|
|
400,496
|
|
|
|
399,888
|
|
(a)
|
In the first quarter of Fiscal 2019, VF adopted ASU 2017-07,
"Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs"
and restated the prior periods to conform to current year presentation. For the twelve months ended March 2018, operating income increased and other income (expense), net decreased by $5.1 million.
|
(In thousands)
|
|
Year Ended March 2019
|
|
|
Twelve Months Ended March 2018
(unaudited)
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||
Net income
|
|
$
|
1,259,792
|
|
|
|
$
|
658,553
|
|
Impairment of goodwill
|
|
—
|
|
|
|
104,651
|
|
||
Depreciation and amortization
|
|
301,005
|
|
|
|
295,597
|
|
||
Other adjustments
|
|
103,426
|
|
|
|
382,798
|
|
||
Cash provided by operating activities
|
|
1,664,223
|
|
|
|
1,441,599
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||
Business acquisitions, net of cash received
|
|
(320,405
|
)
|
|
|
(740,541
|
)
|
||
Proceeds from sale of businesses, net of cash sold
|
|
430,286
|
|
|
|
214,968
|
|
||
Capital expenditures
|
|
(250,634
|
)
|
|
|
(183,071
|
)
|
||
Software purchases
|
|
(56,207
|
)
|
|
|
(63,809
|
)
|
||
Other, net
|
|
(23,672
|
)
|
|
|
8,549
|
|
||
Cash used by investing activities
|
|
(220,632
|
)
|
|
|
(763,904
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||
Net increase from short-term borrowings, long-term debt and other
|
|
(872,564
|
)
|
|
|
965,311
|
|
||
Purchases of treasury stock
|
|
(150,676
|
)
|
|
|
(1,012,341
|
)
|
||
Cash dividends paid
|
|
(767,061
|
)
|
|
|
(693,339
|
)
|
||
Proceeds from issuance of Common Stock, net of shares withheld for taxes
|
|
199,296
|
|
|
|
130,627
|
|
||
Cash used by financing activities
|
|
(1,591,005
|
)
|
|
|
(609,742
|
)
|
||
Effect of foreign currency rate changes on cash, cash equivalents and restricted cash
|
|
14,811
|
|
|
|
12,957
|
|
||
Net change in cash, cash equivalents and restricted cash
|
|
(132,603
|
)
|
|
|
80,910
|
|
||
Cash, cash equivalents and restricted cash — beginning of period
|
|
689,190
|
|
|
|
608,280
|
|
||
Cash, cash equivalents and restricted cash — end of period
|
|
$
|
556,587
|
|
|
|
$
|
689,190
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Three Months
Ended March
(unaudited)
|
||||
(In thousands, except per share amounts)
|
2018
|
|
2017
|
||||
Net revenues
|
$
|
3,045,446
|
|
|
$
|
2,500,340
|
|
Costs and operating expenses
|
|
|
|
||||
Cost of goods sold
|
1,506,335
|
|
|
1,243,605
|
|
||
Selling, general and administrative expenses
|
1,229,046
|
|
|
963,528
|
|
||
Total costs and operating expenses
|
2,735,381
|
|
|
2,207,133
|
|
||
Operating income
(a)
|
310,065
|
|
|
293,207
|
|
||
Interest, net
|
(21,165
|
)
|
|
(20,188
|
)
|
||
Other income (expense), net
(a)
|
5,233
|
|
|
(3,622
|
)
|
||
Income from continuing operations before income taxes
|
294,133
|
|
|
269,397
|
|
||
Income taxes
|
32,969
|
|
|
56,121
|
|
||
Income from continuing operations
|
261,164
|
|
|
213,276
|
|
||
Loss from discontinued operations, net of tax
|
(8,371
|
)
|
|
(4,113
|
)
|
||
Net income
|
$
|
252,793
|
|
|
$
|
209,163
|
|
Earnings (loss) per common share - basic
|
|
|
|
||||
Continuing operations
|
$
|
0.66
|
|
|
$
|
0.52
|
|
Discontinued operations
|
(0.02
|
)
|
|
(0.01
|
)
|
||
Total earnings per common share - basic
|
$
|
0.64
|
|
|
$
|
0.51
|
|
Earnings (loss) per common share - diluted
|
|
|
|
||||
Continuing operations
|
$
|
0.65
|
|
|
$
|
0.51
|
|
Discontinued operations
|
(0.02
|
)
|
|
(0.01
|
)
|
||
Total earnings per common share - diluted
|
$
|
0.63
|
|
|
$
|
0.50
|
|
Weighted average shares outstanding
|
|
|
|
||||
Basic
|
395,253
|
|
|
411,990
|
|
||
Diluted
|
401,276
|
|
|
415,960
|
|
(a)
|
In the first quarter of Fiscal 2019, VF adopted ASU 2017-07,
"Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost"
and restated the prior periods to conform to current year presentation. Operating income decreased and other income (expense), net increased by $1.3 million and operating income increased and other income (expense), net decreased by $3.5 million for the three months ended March 2018 and March 2017, respectively.
|
|
Three Months
Ended March
(Transition Period)
|
|
Three Months
Ended March
(unaudited)
|
||||
(In thousands)
|
2018
|
|
2017
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
252,793
|
|
|
$
|
209,163
|
|
Depreciation and amortization
|
71,532
|
|
|
66,438
|
|
||
Other adjustments
|
(567,548
|
)
|
|
(485,763
|
)
|
||
Cash used by operating activities
|
(243,223
|
)
|
|
(210,162
|
)
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(54,374
|
)
|
|
(40,856
|
)
|
||
Software purchases
|
(19,289
|
)
|
|
(20,657
|
)
|
||
Other, net
|
17,673
|
|
|
(6,824
|
)
|
||
Cash used by investing activities
|
(55,990
|
)
|
|
(68,337
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Net increase from short-term borrowings, long-term debt and other
|
794,424
|
|
|
261,252
|
|
||
Purchases of treasury stock
|
(250,282
|
)
|
|
(438,297
|
)
|
||
Cash dividends paid
|
(181,373
|
)
|
|
(172,713
|
)
|
||
Proceeds from issuance of Common Stock, net of shares withheld for taxes
|
44,017
|
|
|
3,283
|
|
||
Cash provided (used) by financing activities
|
406,786
|
|
|
(346,475
|
)
|
||
Effect of foreign currency rate changes on cash, cash equivalents and restricted cash
|
12,220
|
|
|
2,228
|
|
||
Net change in cash, cash equivalents and restricted cash
|
119,793
|
|
|
(622,746
|
)
|
||
Cash, cash equivalents and restricted cash — beginning of period
|
569,397
|
|
|
1,231,026
|
|
||
Cash, cash equivalents and restricted cash — end of period
|
$
|
689,190
|
|
|
$
|
608,280
|
|
ANALYSIS OF FINANCIAL CONDITION
|
Balance Sheets
|
•
|
Increase in accounts receivable
— primarily due to the reclassification of certain allowances to accrued liabilities due to the adoption of Financial Accounting Standards Board Accounting Standards Codification Topic 606,
Revenue from Contracts with Customers
("ASC 606"), higher wholesale shipments and the timing of cash collections.
|
•
|
Increase in other current assets
— primarily due to the reclassification of the right of return asset from inventories due to the adoption of ASC 606 and an increase in derivative assets.
|
•
|
Increase in other assets
— primarily due to an increase in net pension assets for certain defined benefit plans.
|
•
|
Decrease in short-term borrowings
— due to net repayment of commercial paper borrowings.
|
•
|
Increase in accounts payable
— driven by the timing of inventory purchases and payments to vendors.
|
•
|
Increase in accrued liabilities
— primarily due to the reclassification of certain allowances from accounts receivable due to the adoption of ASC 606 and higher accrued compensation, partially offset by a decrease in derivative liabilities.
|
•
|
Increase in inventories
— due to the seasonality of the business.
|
•
|
Increase in other current assets
— primarily due to higher levels of prepaid expenses.
|
•
|
Increase in short-term borrowings
— due to commercial paper borrowings needed to support general corporate purposes, share repurchases and funding for the
Icebreaker
®
transaction which closed on April 3, 2018.
|
•
|
Decrease in accounts payable
— driven by the timing of inventory purchases and payments to vendors.
|
•
|
Decrease in accrued liabilities
— primarily due to lower accrued compensation, accrued income taxes and the timing of payments for other accruals.
|
Liquidity and Cash Flows
|
|
|
March
|
|
|
March
|
|
December
|
(Dollars in millions)
|
|
2019
|
|
|
2018
|
|
2017
|
Working capital
|
|
$2,011.9
|
|
|
$1,256.9
|
|
$1,354.0
|
Current ratio
|
|
1.8 to 1
|
|
|
1.4 to 1
|
|
1.5 to 1
|
Debt to total capital
|
|
39.3%
|
|
|
50.4%
|
|
44.0%
|
|
|
Year Ended March 2019
|
|
|
Twelve Months Ended March 2018
(unaudited)
|
|
Year Ended December
|
||||||||||
(In millions)
|
|
|
|
|
2017
|
|
2016
|
||||||||||
Cash provided by operating activities
|
|
$
|
1,664.2
|
|
|
|
$
|
1,441.6
|
|
|
$
|
1,474.7
|
|
|
$
|
1,480.6
|
|
Cash used by investing activities
|
|
(220.6
|
)
|
|
|
(763.9
|
)
|
|
(776.3
|
)
|
|
(112.4
|
)
|
||||
Cash used by financing activities
|
|
(1,591.0
|
)
|
|
|
(609.7
|
)
|
|
(1,363.0
|
)
|
|
(1,076.9
|
)
|
|
Three Months Ended March
|
||||||
(In millions)
|
2018
|
|
2017
(unaudited)
|
||||
Cash used by operating activities
|
$
|
(243.2
|
)
|
|
$
|
(210.2
|
)
|
Cash used by investing activities
|
(56.0
|
)
|
|
(68.3
|
)
|
||
Cash provided (used) by financing activities
|
406.8
|
|
|
(346.5
|
)
|
|
|
|
Payment Due or Forecasted by Fiscal Year
|
||||||||||||||||||||||||
(In millions)
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
Recorded liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt
(1)
|
$
|
2,138
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
502
|
|
|
$
|
1
|
|
|
$
|
955
|
|
|
$
|
670
|
|
Other
(2)
|
463
|
|
|
157
|
|
|
71
|
|
|
58
|
|
|
50
|
|
|
43
|
|
|
84
|
|
|||||||
Unrecorded commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest payment obligations
(3)
|
757
|
|
|
65
|
|
|
65
|
|
|
54
|
|
|
47
|
|
|
44
|
|
|
482
|
|
|||||||
Operating leases
(4)
|
1,434
|
|
|
366
|
|
|
315
|
|
|
229
|
|
|
164
|
|
|
107
|
|
|
253
|
|
|||||||
Minimum royalty payments
(5)
|
61
|
|
|
26
|
|
|
13
|
|
|
8
|
|
|
3
|
|
|
2
|
|
|
9
|
|
|||||||
Inventory obligations
(6)
|
2,583
|
|
|
2,551
|
|
|
18
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|||||||
Other obligations
(7)
|
174
|
|
|
108
|
|
|
19
|
|
|
16
|
|
|
12
|
|
|
7
|
|
|
12
|
|
|||||||
|
$
|
7,610
|
|
|
$
|
3,278
|
|
|
$
|
506
|
|
|
$
|
874
|
|
|
$
|
284
|
|
|
$
|
1,158
|
|
|
$
|
1,510
|
|
|
(1)
|
Long-term debt consists of required principal payments on long-term debt and capital lease obligations.
|
(2)
|
Other recorded liabilities represent payments due for long-term liabilities in VF’s Consolidated Balance Sheet related to deferred compensation and other employee-related benefits, product warranty claims and other liabilities. These amounts are based on historical and forecasted cash outflows. Amounts exclude liabilities for unrecognized income tax benefits and deferred income taxes. Obligations under our qualified defined benefit pension plans and unfunded supplemental executive retirement plan are not included in the table above. Contractual cash obligations for these plans cannot be determined due to the number of assumptions required to estimate our future benefit obligations, including return on assets, discount rate and future compensation increases. The liabilities associated with these plans are presented in Note 15 to the consolidated financial statements. We currently estimate that we will make contributions of approximately
$17.7 million
to our pension plans during Fiscal 2020. Future contributions may differ from our planned contributions due to many factors, including changes in tax and other benefit laws, changes to the plan, or significant differences between expected and actual pension asset performance or interest rates.
|
(3)
|
Interest payment obligations represent required interest payments on long-term debt and the interest portion of payments on capital leases. Amounts exclude amortization of debt issuance costs, debt discounts and acquisition costs that would be included in interest expense in the consolidated financial statements.
|
(4)
|
Operating leases represent required minimum lease payments during the noncancelable lease term. Most real estate leases also require payment of related operating expenses such as taxes, insurance, utilities and maintenance, which are not included above.
|
(5)
|
Minimum royalty payments represent obligations under license agreements to use trademarks owned by third parties and include required minimum advertising commitments. Actual payments could exceed minimum royalty obligations.
|
(6)
|
Inventory obligations represent binding commitments to purchase finished goods, raw materials and sewing labor that are payable upon delivery of the inventory to VF. This obligation excludes the amount included in accounts payable at March
2019
related to inventory purchases.
|
(7)
|
Other obligations represent other binding commitments for the expenditure of funds, including (i) amounts related to contracts not involving the purchase of inventories, such as the noncancelable portion of service or maintenance agreements for management information systems, and (ii) capital expenditures for approved projects.
|
•
|
$116.2 million
of surety bonds, custom bonds, standby letters of credit and international bank guarantees are not included in the above table because they represent contingent guarantees of performance under self-insurance and other programs and would only be drawn upon if VF were to fail to meet its other obligations.
|
•
|
Purchase orders for goods or services in the ordinary course of business are not included in the above table because they represent authorizations to purchase rather than binding commitments.
|
Risk Management
|
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
|
Inventories
|
Long-Lived Assets, Including Intangible Assets and Goodwill
|
•
|
Annual cash flows, on a debt-free basis, arising from future revenues and profitability, changes in working capital, capital spending and income taxes for at least a 10-year forecast period.
|
•
|
A terminal growth rate for years beyond the forecast period. The terminal growth rate is selected based on consideration of growth rates used in the forecast period, historical performance of the reporting unit and economic conditions.
|
•
|
A discount rate that reflects the risks inherent in realizing the forecasted cash flows. A discount rate considers the risk-free rate of return on long-term treasury securities, the risk premium associated with investing in equity securities of comparable companies, the beta obtained from comparable companies and the cost of debt for investment grade issuers. In addition, the discount rate may consider any company-specific risk in achieving the prospective financial information.
|
•
|
Modest growth in the wholesale channel driven by new product offerings and door expansion with existing and new customers;
|
•
|
Modest growth in the e-commerce business;
|
•
|
Gross margin and selling, general and administrative expenses trending consistent with historical
Reef
®
performance;
|
•
|
Royalty rates based on active license agreements of the brand; and,
|
•
|
Market-based discount rates.
|
Stock Options
|
Pension Obligations
|
|
Increase (Decrease) in
|
||||||
(Dollars in millions)
|
Pension Expense
|
|
Projected Benefit Obligations
|
||||
0.50% decrease in discount rate
|
$
|
15
|
|
|
$
|
91
|
|
0.50% increase in discount rate
|
(9
|
)
|
|
(83
|
)
|
||
0.50% decrease in expected investment return
|
8
|
|
|
—
|
|
||
0.50% increase in expected investment return
|
(8
|
)
|
|
—
|
|
||
0.50% decrease in rate of compensation change
|
(1
|
)
|
|
—
|
|
||
0.50% increase in rate of compensation change
|
1
|
|
|
—
|
|
Income Taxes
|
Recently Issued and Adopted Accounting Standards
|
Cautionary Statement on Forward-looking Statements
|
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A. CONTROLS AND PROCEDURES.
|
CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
|
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
|
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
|
ITEM 9B. OTHER INFORMATION.
|
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
ITEM 11. EXECUTIVE COMPENSATION.
|
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
|
|
PAGE
NUMBER
|
|
NUMBER
|
DESCRIPTION
|
|||
|
|
|||
3.
|
Articles of incorporation and bylaws:
|
|||
|
|
|
Articles of Incorporation, restated as of October 21, 2013 (Incorporated by reference to Exhibit 3(i) to Form 8-K filed October 21, 2013)
|
|
|
|
|
Amended and Restated By-Laws (Incorporated by reference to Exhibit 3(B) to Form 10-K for the year ended December 29, 2012)
|
|
4.
|
Instruments defining the rights of security holders, including indentures:
|
|||
|
|
|
A specimen of VF’s Common Stock certificate (Incorporated by reference to Exhibit 3(C) to Form 10-K for the year ended January 3, 1998)
|
|
|
|
|
Indenture between VF and United States Trust Company of New York, as Trustee, dated September 29, 2000 (Incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarter ended September 30, 2000)
|
|
|
|
|
Form of 6.00% Note due October 15, 2033 for $297,500,000 (Incorporated by reference to Exhibit 4.2 to Form S-4 Registration Statement No. 110458 filed November 13, 2003)
|
|
|
|
|
Form of 6.00% Note due October 15, 2033 for $2,500,000 (Incorporated by reference to Exhibit 4.2 to Form S-4 Registration Statement No. 110458 filed November 13, 2003)
|
|
|
|
|
Indenture between VF and The Bank of New York Trust Company, N.A., as Trustee, dated October 10, 2007 (Incorporated by reference to Exhibit 4.1 to Form S-3ASR Registration Statement No. 333-146594 filed October 10, 2007)
|
|
|
|
|
First Supplemental Indenture between VF and The Bank of New York Trust Company, N.A., as Trustee, dated October 15, 2007 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed October 25, 2007)
|
|
|
|
|
Form of 6.45% Note due 2037 for $350,000,000 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed October 25, 2007)
|
|
|
|
|
Second Supplemental Indenture between VF and The Bank of New York Mellon Trust Company, N.A. dated as of August 24, 2011 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed August 24, 2011)
|
|
|
|
|
Form of Fixed Rate Notes due 2021 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed August 24, 2011)
|
|
|
|
|
Third Supplemental Indenture between VF and The Bank of New York Mellon Trust Company, N.A. dated as of September 20, 2016 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed September 20, 2016)
|
|
|
|
|
Form of 0.625% Senior Notes due 2023 (Incorporated by reference to Exhibit 4.3 to Form 8-K filed September 20, 2016)
|
|
|
|
|
Description of Securities
|
NUMBER
|
DESCRIPTION
|
|||
10.
|
Material contracts:
|
|||
|
|
|
1996 Stock Compensation Plan, as amended and restated as of February 10, 2015 (Incorporated by reference to Appendix B to the 2015 Proxy Statement filed March 19, 2015)*
|
|
|
|
|
Form of VF Corporation 1996 Stock Compensation Plan Non-Qualified Stock Option Certificate (Incorporated by reference to Exhibit 10(B) to Form 10-K for the year ended January 2, 2010)*
|
|
|
|
|
Form of VF Corporation 1996 Stock Compensation Plan Non-Qualified Stock Option Certificate for Non-Employee Directors (Incorporated by reference to Exhibit 10(C) to Form 10-K for the year ended December 31, 2011)*
|
|
|
|
|
Form of Award Certificate for Performance-Based Restricted Stock Units (Incorporated by reference to Exhibit 10(D) to Form 10-K for the year ended January 2, 2010)*
|
|
|
|
|
Form of Award Certificate for Performance-Based Restricted Stock Units (Incorporated by reference to Exhibit 10(E) to Form 10-K for the year ended December 29, 2012)*
|
|
|
|
|
Form of Award Certificate for Restricted Stock Units for Non-Employee Directors (Incorporated by reference to Exhibit 10(E) to Form 10-K for the year ended January 2, 2010)*
|
|
|
|
|
Form of Award Certificate for Restricted Stock Units (Incorporated by reference to Exhibit 10.1 to Form 8-K filed February 22, 2011)*
|
|
|
|
|
Form of Award Certificate for Restricted Stock Units for Executive Officers (Incorporated by reference to Exhibit 10(H) to Form 10-K for the year ended December 29, 2012)*
|
|
|
|
|
Form of Award Certificate for Restricted Stock Award (Incorporated by reference to Exhibit 10.2 to Form 8-K filed February 22, 2011)*
|
|
|
|
|
Form of Award Certificate for Restricted Stock Award for Executive Officers (Incorporated by reference to Exhibit 10(J) to Form 10-K for the year ended December 29, 2012)*
|
|
|
|
|
Deferred Compensation Plan, as amended and restated as of December 31, 2001 (Incorporated by reference to Exhibit 10(A) to Form 10-Q for the quarter ended March 30, 2002)*
|
|
|
|
|
Executive Deferred Savings Plan, as amended and restated as of December 31, 2001 (Incorporated by reference to Exhibit 10(B) to Form 10-Q for the quarter ended March 30, 2002)*
|
|
|
|
|
Executive Deferred Savings Plan II, as amended and restated January 1, 2015 (Incorporated by reference to Item 10(M) to Form 10-K for the year ended January 3, 2015)*
|
|
|
|
|
Amendment to Executive Deferred Savings Plan (Incorporated by reference to Exhibit 10(b) to Form 8-K filed December 17, 2004)*
|
|
|
|
|
Amended and Restated Second Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Mid-Career Senior Management (Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended April 1, 2006)*
|
|
|
|
|
Amended and Restated Fourth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Participants in VF’s Deferred Compensation Plan (Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended April 1, 2006)*
|
|
|
|
|
Amended and Restated Seventh Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Participants in VF’s Executive Deferred Savings Plan (Incorporated by reference to Exhibit 10.5 to Form 10-Q for the quarter ended April 1, 2006)*
|
|
|
|
|
Amended and Restated Eighth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.6 to Form 10-Q for the quarter ended April 1, 2006)*
|
|
|
|
|
Amended and Restated Ninth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan relating to the computation of benefits for Senior Management (Incorporated by reference to Exhibit 10.7 to Form 10-Q for the quarter ended April 1, 2006)*
|
|
|
|
|
Amended and Restated Tenth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Participants in VF’s Mid-Term Incentive Plan (Incorporated by reference to Exhibit 10.8 to Form 10-Q for the quarter ended April 1, 2006)*
|
|
|
|
|
Eleventh Supplemental Annual Benefit Determination Pursuant to the Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.9 to Form 10-Q for the quarter ended April 1, 2006)*
|
|
|
|
|
Twelfth Supplemental Benefit Determination Pursuant to the VF Corporation Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 27, 2014)*
|
|
|
|
|
Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.10 to Form 10-Q for the quarter ended April 1, 2006)*
|
|
|
|
|
Resolution of the Board of Directors dated December 3, 1996 relating to lump sum payments under VF’s Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10(N) to Form 10-K for the year ended January 4, 1997)*
|
|
|
|
|
Form of Change in Control Agreement with Certain Senior Management of VF or its Subsidiaries (Incorporated by reference to Exhibit 10.1 to Form 8-K filed October 21, 2008)*
|
|
|
|
|
2012 Form of Change in Control Agreement with Certain Senior Management of VF or its Subsidiaries (Incorporated by reference to Exhibit 10(W) to Form 10-K for the year ended December 31, 2011)*
|
ITEM 16. FORM 10-K SUMMARY.
|
V.F. CORPORATION
|
||
|
|
|
By:
|
|
/s/ Steven E. Rendle
|
|
|
Steven E. Rendle
Chairman, President and Chief Executive Officer
(Principal Executive Officer and Director)
|
|
|
|
By:
|
|
/s/ Scott A. Roe
|
|
|
Scott A. Roe
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
By:
|
|
/s/ Bryan H. McNeill
|
|
|
Bryan H. McNeill
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
Richard T. Carucci*
|
|
Director
|
|
|
|
Juliana L. Chugg*
|
|
Director
|
|
|
|
Benno O. Dorer*
|
|
Director
|
|
|
|
Mark S. Hoplamazian*
|
|
Director
|
|
|
|
Laura W. Lang*
|
|
Director
|
|
|
|
W. Alan McCollough*
|
|
Director
|
|
|
|
W. Rodney McMullen*
|
|
Director
|
|
|
|
Clarence Otis, Jr.*
|
|
Director
|
|
|
|
Steven E. Rendle*
|
|
Director
|
|
|
|
Carol L. Roberts*
|
|
Director
|
|
|
|
Matthew J. Shattock*
|
|
Director
|
|
|
|
Veronica Wu*
|
|
Director
|
|
|
|
*By:
|
|
/s/ Laura C. Meagher
|
|
|
Laura C. Meagher, Attorney-in-Fact
|
|
|
PAGE
NUMBER
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
(In thousands, except share amounts)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
ASSETS
|
|
|
|
|
|
|
|
||||||
Current assets
|
|
|
|
|
|
|
|
||||||
Cash and equivalents
|
|
$
|
543,011
|
|
|
|
$
|
680,762
|
|
|
$
|
563,483
|
|
Accounts receivable, less allowance for doubtful accounts of: March 2019 - $28,376; March 2018 - $24,993; December 2017 - $26,266
|
|
1,708,796
|
|
|
|
1,408,587
|
|
|
1,429,986
|
|
|||
Inventories
|
|
1,943,030
|
|
|
|
1,861,441
|
|
|
1,706,609
|
|
|||
Other current assets
|
|
478,620
|
|
|
|
358,953
|
|
|
296,986
|
|
|||
Current assets of discontinued operations
|
|
—
|
|
|
|
373,580
|
|
|
380,700
|
|
|||
Total current assets
|
|
4,673,457
|
|
|
|
4,683,323
|
|
|
4,377,764
|
|
|||
Property, plant and equipment, net
|
|
1,057,268
|
|
|
|
1,011,617
|
|
|
1,014,638
|
|
|||
Intangible assets, net
|
|
2,024,277
|
|
|
|
2,120,110
|
|
|
2,089,781
|
|
|||
Goodwill
|
|
1,754,884
|
|
|
|
1,693,219
|
|
|
1,692,644
|
|
|||
Other assets
|
|
846,899
|
|
|
|
803,041
|
|
|
783,675
|
|
|||
TOTAL ASSETS
|
|
$
|
10,356,785
|
|
|
|
$
|
10,311,310
|
|
|
$
|
9,958,502
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
|
|
||||||
Short-term borrowings
|
|
$
|
665,055
|
|
|
|
$
|
1,525,106
|
|
|
$
|
729,384
|
|
Current portion of long-term debt
|
|
5,263
|
|
|
|
6,265
|
|
|
6,165
|
|
|||
Accounts payable
|
|
694,733
|
|
|
|
583,004
|
|
|
760,997
|
|
|||
Accrued liabilities
|
|
1,296,553
|
|
|
|
938,427
|
|
|
1,146,535
|
|
|||
Current liabilities of discontinued operations
|
|
—
|
|
|
|
86,027
|
|
|
101,019
|
|
|||
Total current liabilities
|
|
2,661,604
|
|
|
|
3,138,829
|
|
|
2,744,100
|
|
|||
Long-term debt
|
|
2,115,884
|
|
|
|
2,212,555
|
|
|
2,187,789
|
|
|||
Other liabilities
|
|
1,280,781
|
|
|
|
1,271,830
|
|
|
1,306,713
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
||||||
Total liabilities
|
|
6,058,269
|
|
|
|
6,623,214
|
|
|
6,238,602
|
|
|||
Stockholders' equity
|
|
|
|
|
|
|
|
||||||
Preferred Stock, par value $1; shares authorized, 25,000,000; no shares outstanding at March 2019, March 2018 or December 2017
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
Common Stock, stated value $0.25; shares authorized, 1,200,000,000; shares outstanding at March 2019 - 396,824,662; March 2018 - 394,313,070; December 2017 - 395,821,781
|
|
99,206
|
|
|
|
98,578
|
|
|
98,955
|
|
|||
Additional paid-in capital
|
|
3,921,784
|
|
|
|
3,607,424
|
|
|
3,523,340
|
|
|||
Accumulated other comprehensive income (loss)
|
|
(902,075
|
)
|
|
|
(864,030
|
)
|
|
(926,140
|
)
|
|||
Retained earnings
|
|
1,179,601
|
|
|
|
846,124
|
|
|
1,023,745
|
|
|||
Total stockholders’ equity
|
|
4,298,516
|
|
|
|
3,688,096
|
|
|
3,719,900
|
|
|||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
10,356,785
|
|
|
|
$
|
10,311,310
|
|
|
$
|
9,958,502
|
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands, except per share amounts)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Net revenues
|
|
$
|
13,848,660
|
|
|
|
$
|
3,045,446
|
|
|
$
|
11,811,177
|
|
|
$
|
11,026,147
|
|
Costs and operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
6,827,481
|
|
|
|
1,506,335
|
|
|
5,844,941
|
|
|
5,589,923
|
|
||||
Selling, general and administrative expenses
|
|
5,345,339
|
|
|
|
1,229,046
|
|
|
4,453,207
|
|
|
3,901,122
|
|
||||
Impairment of goodwill and intangible assets
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
79,644
|
|
||||
Total costs and operating expenses
|
|
12,172,820
|
|
|
|
2,735,381
|
|
|
10,298,148
|
|
|
9,570,689
|
|
||||
Operating income
|
|
1,675,840
|
|
|
|
310,065
|
|
|
1,513,029
|
|
|
1,455,458
|
|
||||
Interest income
|
|
22,643
|
|
|
|
3,228
|
|
|
16,095
|
|
|
9,176
|
|
||||
Interest expense
|
|
(108,068
|
)
|
|
|
(24,393
|
)
|
|
(101,975
|
)
|
|
(94,722
|
)
|
||||
Other income (expense), net
|
|
(63,011
|
)
|
|
|
5,233
|
|
|
(10,654
|
)
|
|
(85,196
|
)
|
||||
Income from continuing operations before income taxes
|
|
1,527,404
|
|
|
|
294,133
|
|
|
1,416,495
|
|
|
1,284,716
|
|
||||
Income taxes
|
|
268,400
|
|
|
|
32,969
|
|
|
695,286
|
|
|
205,862
|
|
||||
Income from continuing operations
|
|
1,259,004
|
|
|
|
261,164
|
|
|
721,209
|
|
|
1,078,854
|
|
||||
Income (loss) from discontinued operations, net of tax
|
|
788
|
|
|
|
(8,371
|
)
|
|
(106,286
|
)
|
|
(4,748
|
)
|
||||
Net income
|
|
$
|
1,259,792
|
|
|
|
$
|
252,793
|
|
|
$
|
614,923
|
|
|
$
|
1,074,106
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
3.19
|
|
|
|
$
|
0.66
|
|
|
$
|
1.81
|
|
|
$
|
2.59
|
|
Discontinued operations
|
|
—
|
|
|
|
(0.02
|
)
|
|
(0.27
|
)
|
|
(0.01
|
)
|
||||
Total earnings per common share - basic
|
|
$
|
3.19
|
|
|
|
$
|
0.64
|
|
|
$
|
1.54
|
|
|
$
|
2.58
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|
|
|
|
|
|||||||
Continuing operations
|
|
$
|
3.14
|
|
|
|
$
|
0.65
|
|
|
$
|
1.79
|
|
|
$
|
2.56
|
|
Discontinued operations
|
|
—
|
|
|
|
(0.02
|
)
|
|
(0.26
|
)
|
|
(0.01
|
)
|
||||
Total earnings per common share - diluted
|
|
$
|
3.15
|
|
|
|
$
|
0.63
|
|
|
$
|
1.52
|
|
|
$
|
2.54
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
395,189
|
|
|
|
395,253
|
|
|
399,223
|
|
|
416,103
|
|
||||
Diluted
|
|
400,496
|
|
|
|
401,276
|
|
|
403,559
|
|
|
422,081
|
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Net income
|
|
$
|
1,259,792
|
|
|
|
$
|
252,793
|
|
|
$
|
614,923
|
|
|
$
|
1,074,106
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation and other
|
|
|
|
|
|
|
|
|
|
||||||||
Gains (losses) arising during the period
|
|
(225,295
|
)
|
|
|
62,978
|
|
|
202,428
|
|
|
(52,028
|
)
|
||||
Income tax effect
|
|
(23,515
|
)
|
|
|
6,354
|
|
|
45,950
|
|
|
(24,382
|
)
|
||||
Defined benefit pension plans
|
|
|
|
|
|
|
|
|
|
||||||||
Current period actuarial gains (losses), including plan amendments and curtailments
|
|
15,198
|
|
|
|
(6,405
|
)
|
|
(19,801
|
)
|
|
(5,384
|
)
|
||||
Amortization of net deferred actuarial losses
|
|
28,474
|
|
|
|
8,548
|
|
|
41,440
|
|
|
65,212
|
|
||||
Amortization of deferred prior service costs
|
|
494
|
|
|
|
647
|
|
|
2,646
|
|
|
2,584
|
|
||||
Reclassification of net actuarial loss from settlement charge
|
|
8,856
|
|
|
|
—
|
|
|
—
|
|
|
50,922
|
|
||||
Reclassification of deferred prior service cost due to curtailments
|
|
9,530
|
|
|
|
—
|
|
|
1,671
|
|
|
—
|
|
||||
Income tax effect
|
|
(16,118
|
)
|
|
|
(459
|
)
|
|
(15,208
|
)
|
|
(43,836
|
)
|
||||
Derivative financial instruments
|
|
|
|
|
|
|
|
|
|
||||||||
Gains (losses) arising during period
|
|
156,513
|
|
|
|
(25,530
|
)
|
|
(138,716
|
)
|
|
90,708
|
|
||||
Income tax effect
|
|
(19,295
|
)
|
|
|
4,452
|
|
|
15,636
|
|
|
(9,672
|
)
|
||||
Reclassification to net income for (gains) losses realized
|
|
28,341
|
|
|
|
13,960
|
|
|
(24,067
|
)
|
|
(107,457
|
)
|
||||
Income tax effect
|
|
(1,228
|
)
|
|
|
(2,435
|
)
|
|
3,344
|
|
|
35,092
|
|
||||
Other comprehensive income (loss)
|
|
(38,045
|
)
|
|
|
62,110
|
|
|
115,323
|
|
|
1,759
|
|
||||
Comprehensive income
|
|
$
|
1,221,747
|
|
|
|
$
|
314,903
|
|
|
$
|
730,246
|
|
|
$
|
1,075,865
|
|
|
|
Year Ended March
|
|
|
Three Months
Ended March (Transition Period) |
|
Year Ended December
|
||||||||||
(In thousands)
|
|
2019
(a)
|
|
|
2018
(a)
|
|
2017
(a)
|
|
2016
(a)
|
||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
1,259,792
|
|
|
|
$
|
252,793
|
|
|
$
|
614,923
|
|
|
$
|
1,074,106
|
|
Adjustments to reconcile net income to cash provided (used) by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||
Impairment of goodwill and intangible assets
|
|
—
|
|
|
|
—
|
|
|
104,651
|
|
|
79,644
|
|
||||
Depreciation and amortization
|
|
301,005
|
|
|
|
71,532
|
|
|
290,503
|
|
|
281,577
|
|
||||
Stock-based compensation
|
|
105,157
|
|
|
|
25,440
|
|
|
81,641
|
|
|
67,762
|
|
||||
Provision for doubtful accounts
|
|
22,553
|
|
|
|
2,660
|
|
|
21,171
|
|
|
17,283
|
|
||||
Pension expense (less than) in excess of contributions
|
|
(1,850
|
)
|
|
|
1,413
|
|
|
25,022
|
|
|
89,005
|
|
||||
Deferred income taxes
|
|
(62,901
|
)
|
|
|
303
|
|
|
(79,838
|
)
|
|
(71,625
|
)
|
||||
Loss on sale of businesses
|
|
28,262
|
|
|
|
18,065
|
|
|
29,841
|
|
|
104,357
|
|
||||
Other, net
|
|
(31,612
|
)
|
|
|
(7,148
|
)
|
|
(2,006
|
)
|
|
(15,232
|
)
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
|
(373,012
|
)
|
|
|
38,686
|
|
|
(107,083
|
)
|
|
47,102
|
|
||||
Inventories
|
|
(135,099
|
)
|
|
|
(156,292
|
)
|
|
17,005
|
|
|
(37,210
|
)
|
||||
Accounts payable
|
|
111,678
|
|
|
|
(187,553
|
)
|
|
21,494
|
|
|
(9,553
|
)
|
||||
Income taxes
|
|
(19,974
|
)
|
|
|
(65,234
|
)
|
|
460,350
|
|
|
(129,574
|
)
|
||||
Accrued liabilities
|
|
484,858
|
|
|
|
(172,396
|
)
|
|
31,928
|
|
|
28,904
|
|
||||
Other assets and liabilities
|
|
(24,634
|
)
|
|
|
(65,492
|
)
|
|
(34,942
|
)
|
|
(45,978
|
)
|
||||
Cash provided (used) by operating activities
|
|
1,664,223
|
|
|
|
(243,223
|
)
|
|
1,474,660
|
|
|
1,480,568
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||
Business acquisitions, net of cash received
|
|
(320,405
|
)
|
|
|
—
|
|
|
(740,541
|
)
|
|
—
|
|
||||
Proceeds from sale of businesses, net of cash sold
|
|
430,286
|
|
|
|
—
|
|
|
214,968
|
|
|
115,983
|
|
||||
Capital expenditures
|
|
(250,634
|
)
|
|
|
(54,374
|
)
|
|
(169,553
|
)
|
|
(175,840
|
)
|
||||
Software purchases
|
|
(56,207
|
)
|
|
|
(19,289
|
)
|
|
(65,177
|
)
|
|
(44,226
|
)
|
||||
Other, net
|
|
(23,672
|
)
|
|
|
17,673
|
|
|
(15,948
|
)
|
|
(8,331
|
)
|
||||
Cash used by investing activities
|
|
(220,632
|
)
|
|
|
(55,990
|
)
|
|
(776,251
|
)
|
|
(112,414
|
)
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||
Net (decrease) increase in short-term borrowings
|
|
(864,177
|
)
|
|
|
795,908
|
|
|
686,453
|
|
|
(421,069
|
)
|
||||
Payments on long-term debt
|
|
(6,264
|
)
|
|
|
(1,484
|
)
|
|
(254,314
|
)
|
|
(13,276
|
)
|
||||
Payment of debt issuance costs
|
|
(2,123
|
)
|
|
|
—
|
|
|
—
|
|
|
(6,807
|
)
|
||||
Proceeds from long-term debt
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
951,817
|
|
||||
Purchases of treasury stock
|
|
(150,676
|
)
|
|
|
(250,282
|
)
|
|
(1,200,356
|
)
|
|
(1,000,468
|
)
|
||||
Cash dividends paid
|
|
(767,061
|
)
|
|
|
(181,373
|
)
|
|
(684,679
|
)
|
|
(635,994
|
)
|
||||
Proceeds from issuance of Common Stock, net of shares withheld for taxes
|
|
199,296
|
|
|
|
44,017
|
|
|
89,893
|
|
|
48,918
|
|
||||
Cash (used) provided by financing activities
|
|
(1,591,005
|
)
|
|
|
406,786
|
|
|
(1,363,003
|
)
|
|
(1,076,879
|
)
|
||||
Effect of foreign currency rate changes on cash, cash equivalents and restricted cash
|
|
14,811
|
|
|
|
12,220
|
|
|
2,965
|
|
|
(6,645
|
)
|
||||
Net change in cash, cash equivalents and restricted cash
|
|
(132,603
|
)
|
|
|
119,793
|
|
|
(661,629
|
)
|
|
284,630
|
|
||||
Cash, cash equivalents and restricted cash — beginning of period
|
|
689,190
|
|
|
|
569,397
|
|
|
1,231,026
|
|
|
946,396
|
|
||||
Cash, cash equivalents and restricted cash — end of period
|
|
$
|
556,587
|
|
|
|
$
|
689,190
|
|
|
$
|
569,397
|
|
|
$
|
1,231,026
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balances per Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
543,011
|
|
|
|
$
|
680,762
|
|
|
$
|
563,483
|
|
|
$
|
1,224,975
|
|
Other current assets
|
|
3,645
|
|
|
|
3,804
|
|
|
2,452
|
|
|
2,469
|
|
||||
Current assets of discontinued operations
|
|
—
|
|
|
|
2,330
|
|
|
2,592
|
|
|
2,887
|
|
||||
Other assets
|
|
9,931
|
|
|
|
2,294
|
|
|
870
|
|
|
695
|
|
||||
Total cash, cash equivalents and restricted cash
|
|
$
|
556,587
|
|
|
|
$
|
689,190
|
|
|
$
|
569,397
|
|
|
$
|
1,231,026
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
Total
|
|
|||||||||||||
(In thousands, except share amounts)
|
Shares
|
|
Amounts
|
|
|||||||||||||||||||
Balance, December 2015
|
426,614,274
|
|
|
$
|
106,654
|
|
|
$
|
3,192,675
|
|
|
$
|
(1,043,222
|
)
|
|
$
|
3,128,731
|
|
|
$
|
5,384,838
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,074,106
|
|
|
1,074,106
|
|
|
|||||
Dividends on Common Stock ($1.53 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(635,994
|
)
|
|
(635,994
|
)
|
|
|||||
Purchase of treasury stock
|
(15,932,075
|
)
|
|
(3,983
|
)
|
|
—
|
|
|
—
|
|
|
(996,485
|
)
|
|
(1,000,468
|
)
|
|
|||||
Stock-based compensation, net
|
3,330,755
|
|
|
832
|
|
|
140,748
|
|
|
—
|
|
|
(24,900
|
)
|
|
116,680
|
|
|
|||||
Foreign currency translation and other
|
—
|
|
|
—
|
|
|
—
|
|
|
(76,410
|
)
|
|
—
|
|
|
(76,410
|
)
|
|
|||||
Defined benefit pension plans
|
—
|
|
|
—
|
|
|
—
|
|
|
69,498
|
|
|
—
|
|
|
69,498
|
|
|
|||||
Derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
8,671
|
|
|
—
|
|
|
8,671
|
|
|
|||||
Balance, December 2016
|
414,012,954
|
|
|
103,503
|
|
|
3,333,423
|
|
|
(1,041,463
|
)
|
|
2,545,458
|
|
|
4,940,921
|
|
|
|||||
Adoption of new accounting standard
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
(237,764
|
)
|
|
(237,764
|
)
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
614,923
|
|
|
614,923
|
|
|
|||||
Dividends on Common Stock ($1.72 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(684,679
|
)
|
|
(684,679
|
)
|
|
|||||
Purchase of treasury stock
|
(22,213,162
|
)
|
|
(5,553
|
)
|
|
—
|
|
|
—
|
|
|
(1,194,803
|
)
|
|
(1,200,356
|
)
|
|
|||||
Stock-based compensation, net
|
4,021,989
|
|
|
1,005
|
|
|
189,917
|
|
|
—
|
|
|
(19,390
|
)
|
|
171,532
|
|
|
|||||
Foreign currency translation and other
|
—
|
|
|
—
|
|
|
—
|
|
|
248,378
|
|
|
—
|
|
|
248,378
|
|
|
|||||
Defined benefit pension plans
|
—
|
|
|
—
|
|
|
—
|
|
|
10,748
|
|
|
—
|
|
|
10,748
|
|
|
|||||
Derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(143,803
|
)
|
|
—
|
|
|
(143,803
|
)
|
|
|||||
Balance, December 2017
|
395,821,781
|
|
|
98,955
|
|
|
3,523,340
|
|
|
(926,140
|
)
|
|
1,023,745
|
|
|
3,719,900
|
|
|
|||||
Beginning balance adjustment (Note 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,492
|
|
|
15,492
|
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
252,793
|
|
|
252,793
|
|
|
|||||
Dividends on Common Stock ($0.46 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181,373
|
)
|
|
(181,373
|
)
|
|
|||||
Purchase of treasury stock
|
(3,361,101
|
)
|
|
(840
|
)
|
|
—
|
|
|
—
|
|
|
(249,442
|
)
|
|
(250,282
|
)
|
|
|||||
Stock-based compensation, net
|
1,852,390
|
|
|
463
|
|
|
84,084
|
|
|
—
|
|
|
(15,091
|
)
|
|
69,456
|
|
|
|||||
Foreign currency translation and other
|
—
|
|
|
—
|
|
|
—
|
|
|
69,332
|
|
|
—
|
|
|
69,332
|
|
|
|||||
Defined benefit pension plans
|
—
|
|
|
—
|
|
|
—
|
|
|
2,331
|
|
|
—
|
|
|
2,331
|
|
|
|||||
Derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,553
|
)
|
|
—
|
|
|
(9,553
|
)
|
|
|||||
Balance, March 2018
|
394,313,070
|
|
|
98,578
|
|
|
3,607,424
|
|
|
(864,030
|
)
|
|
846,124
|
|
|
3,688,096
|
|
|
|||||
Adoption of new accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,956
|
|
|
1,956
|
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,259,792
|
|
|
1,259,792
|
|
|
|||||
Dividends on Common Stock ($1.94 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(767,061
|
)
|
|
(767,061
|
)
|
|
|||||
Purchase of treasury stock
|
(1,868,934
|
)
|
|
(467
|
)
|
|
—
|
|
|
—
|
|
|
(150,209
|
)
|
|
(150,676
|
)
|
|
|||||
Stock-based compensation, net
|
4,380,526
|
|
|
1,095
|
|
|
314,360
|
|
|
—
|
|
|
(11,001
|
)
|
|
304,454
|
|
|
|||||
Foreign currency translation and other
|
—
|
|
|
—
|
|
|
—
|
|
|
(248,810
|
)
|
|
—
|
|
|
(248,810
|
)
|
|
|||||
Defined benefit pension plans
|
—
|
|
|
—
|
|
|
—
|
|
|
46,434
|
|
|
—
|
|
|
46,434
|
|
|
|||||
Derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
164,331
|
|
|
—
|
|
|
164,331
|
|
|
|||||
Balance, March 2019
|
396,824,662
|
|
|
$
|
99,206
|
|
|
$
|
3,921,784
|
|
|
$
|
(902,075
|
)
|
|
$
|
1,179,601
|
|
|
$
|
4,298,516
|
|
|
Condensed Consolidated Balance Sheet
|
|
|
|
|
|
|
||||||
|
March 2019
|
|
||||||||||
(In thousands)
|
As Reported
|
|
Impact of Adoption
|
|
Balances without Adoption of ASC 606
|
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Cash and equivalents
|
$
|
543,011
|
|
|
$
|
—
|
|
|
$
|
543,011
|
|
|
Accounts receivable, net
|
1,708,796
|
|
|
(207,941
|
)
|
|
1,500,855
|
|
|
|||
Inventories
|
1,943,030
|
|
|
58,998
|
|
|
2,002,028
|
|
|
|||
Other current assets
|
478,620
|
|
|
(55,668
|
)
|
|
422,952
|
|
|
|||
Total current assets
|
4,673,457
|
|
|
(204,611
|
)
|
|
4,468,846
|
|
|
|||
Property, plant and equipment, net
|
1,057,268
|
|
|
—
|
|
|
1,057,268
|
|
|
|||
Goodwill and intangible assets, net
|
3,779,161
|
|
|
—
|
|
|
3,779,161
|
|
|
|||
Other assets
|
846,899
|
|
|
689
|
|
|
847,588
|
|
|
|||
TOTAL ASSETS
|
$
|
10,356,785
|
|
|
$
|
(203,922
|
)
|
|
$
|
10,152,863
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
||||||
Short-term borrowings and current portion of long-term debt
|
$
|
670,318
|
|
|
$
|
—
|
|
|
$
|
670,318
|
|
|
Accounts payable
|
694,733
|
|
|
11,605
|
|
|
706,338
|
|
|
|||
Accrued liabilities
|
1,296,553
|
|
|
(207,191
|
)
|
|
1,089,362
|
|
|
|||
Total current liabilities
|
2,661,604
|
|
|
(195,586
|
)
|
|
2,466,018
|
|
|
|||
Long-term debt
|
2,115,884
|
|
|
—
|
|
|
2,115,884
|
|
|
|||
Other liabilities
|
1,280,781
|
|
|
(1,073
|
)
|
|
1,279,708
|
|
|
|||
Total liabilities
|
6,058,269
|
|
|
(196,659
|
)
|
|
5,861,610
|
|
|
|||
Total stockholders' equity
|
4,298,516
|
|
|
(7,263
|
)
|
|
4,291,253
|
|
|
|||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
10,356,785
|
|
|
$
|
(203,922
|
)
|
|
$
|
10,152,863
|
|
|
Condensed Consolidated Statement of Cash Flows - Operating Activities
|
|
|||||||||||
|
Year Ended March 2019
|
|
||||||||||
(In thousands)
|
As Reported
|
|
Impact of Adoption
|
|
Activities without Adoption of ASC 606
|
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
$
|
1,259,792
|
|
|
$
|
(5,307
|
)
|
|
$
|
1,254,485
|
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
301,005
|
|
|
(162
|
)
|
|
300,843
|
|
|
|||
Other adjustments, net
|
59,609
|
|
|
3,193
|
|
|
62,802
|
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
(373,012
|
)
|
|
198,349
|
|
|
(174,663
|
)
|
|
|||
Inventories
|
(135,099
|
)
|
|
(53,427
|
)
|
|
(188,526
|
)
|
|
|||
Accounts payable
|
111,678
|
|
|
11,605
|
|
|
123,283
|
|
|
|||
Income taxes
|
(19,974
|
)
|
|
(398
|
)
|
|
(20,372
|
)
|
|
|||
Accrued liabilities
|
484,858
|
|
|
(207,158
|
)
|
|
277,700
|
|
|
|||
Other assets and liabilities
|
(24,634
|
)
|
|
53,305
|
|
|
28,671
|
|
|
|||
Cash provided by operating activities
|
$
|
1,664,223
|
|
|
$
|
—
|
|
|
$
|
1,664,223
|
|
|
(In thousands)
|
|
March 2019
|
|
|
At Adoption - April 1, 2018
(a)
|
||||
Accounts receivable, net
|
|
$
|
1,708,796
|
|
|
|
$
|
1,408,587
|
|
Contract assets
(b)
|
|
4,499
|
|
|
|
2,600
|
|
||
Contract liabilities
(c)
|
|
32,175
|
|
|
|
28,252
|
|
(a)
|
The Company adopted ASC 606 on April 1, 2018. Refer to Note 1 for additional information.
|
(b)
|
Included in the other current assets line item in the Consolidated Balance Sheets.
|
(c)
|
Included in the accrued liabilities and other liabilities line items in the Consolidated Balance Sheets.
|
|
Year ended March 2019
|
|
||||||||||||||||||||||
(In thousands)
|
Outdoor
|
|
Active
|
|
Work
|
|
Jeans
|
|
Other
|
|
Total
|
|
||||||||||||
Channel revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Wholesale
|
$
|
2,865,630
|
|
|
$
|
2,460,692
|
|
|
$
|
1,678,473
|
|
|
$
|
2,169,088
|
|
|
$
|
22,343
|
|
|
$
|
9,196,226
|
|
|
Direct-to-consumer
|
1,770,580
|
|
|
2,234,053
|
|
|
160,970
|
|
|
289,196
|
|
|
101,715
|
|
|
4,556,514
|
|
|
||||||
Royalty
|
12,814
|
|
|
27,047
|
|
|
22,574
|
|
|
33,485
|
|
|
—
|
|
|
95,920
|
|
|
||||||
Total
|
$
|
4,649,024
|
|
|
$
|
4,721,792
|
|
|
$
|
1,862,017
|
|
|
$
|
2,491,769
|
|
|
$
|
124,058
|
|
|
$
|
13,848,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Geographic revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States
|
$
|
2,246,706
|
|
|
$
|
2,499,393
|
|
|
$
|
1,492,548
|
|
|
$
|
1,763,575
|
|
|
$
|
124,058
|
|
|
$
|
8,126,280
|
|
|
International
|
2,402,318
|
|
|
2,222,399
|
|
|
369,469
|
|
|
728,194
|
|
|
—
|
|
|
5,722,380
|
|
|
||||||
Total
|
$
|
4,649,024
|
|
|
$
|
4,721,792
|
|
|
$
|
1,862,017
|
|
|
$
|
2,491,769
|
|
|
$
|
124,058
|
|
|
$
|
13,848,660
|
|
|
(In thousands)
|
|
October 2, 2017
|
||
Cash and equivalents
|
|
$
|
60,172
|
|
Accounts receivable
|
|
146,403
|
|
|
Inventories
|
|
251,778
|
|
|
Other current assets
|
|
8,447
|
|
|
Property, plant and equipment
|
|
105,119
|
|
|
Intangible assets
|
|
397,755
|
|
|
Other assets
|
|
9,665
|
|
|
Total assets acquired
|
|
979,339
|
|
|
|
|
|
||
Short-term borrowings
|
|
17,565
|
|
|
Accounts payable
|
|
88,052
|
|
|
Other current liabilities
|
|
109,964
|
|
|
Deferred income tax liabilities
|
|
15,160
|
|
|
Other noncurrent liabilities
|
|
33,066
|
|
|
Total liabilities assumed
|
|
263,807
|
|
|
|
|
|
||
Net assets acquired
|
|
715,532
|
|
|
Goodwill
|
|
82,863
|
|
|
Purchase price
|
|
$
|
798,395
|
|
(In thousands, except per share amounts)
|
|
Year Ended December 2017
(unaudited)
|
|
Year Ended December 2016
(unaudited)
|
||||
Total revenues
|
|
$
|
12,475,116
|
|
|
$
|
11,888,704
|
|
Income from continuing operations
|
|
763,563
|
|
|
1,097,572
|
|
||
Earnings per common share from continuing operations
|
|
|
|
|
||||
Basic
|
|
$
|
1.91
|
|
|
$
|
2.64
|
|
Diluted
|
|
1.89
|
|
|
2.60
|
|
(In thousands)
|
|
April 3, 2018
|
|
||
Cash and equivalents
|
|
$
|
6,444
|
|
|
Accounts receivable
|
|
16,781
|
|
|
|
Inventories
|
|
31,728
|
|
|
|
Other current assets
|
|
3,931
|
|
|
|
Property, plant and equipment
|
|
3,858
|
|
|
|
Intangible assets
|
|
98,041
|
|
|
|
Other assets
|
|
4,758
|
|
|
|
Total assets acquired
|
|
165,541
|
|
|
|
|
|
|
|
||
Short-term borrowings
|
|
7,235
|
|
|
|
Accounts payable
|
|
2,075
|
|
|
|
Other current liabilities
|
|
21,262
|
|
|
|
Deferred income tax liabilities
|
|
26,870
|
|
|
|
Other noncurrent liabilities
|
|
433
|
|
|
|
Total liabilities assumed
|
|
57,875
|
|
|
|
|
|
|
|
||
Net assets acquired
|
|
107,666
|
|
|
|
Goodwill
|
|
89,943
|
|
|
|
Purchase price
|
|
$
|
197,609
|
|
|
(In thousands)
|
|
June 1, 2018
|
|
||
Accounts receivable
|
|
$
|
11,629
|
|
|
Inventories
|
|
9,310
|
|
|
|
Other current assets
|
|
575
|
|
|
|
Property, plant and equipment
|
|
1,107
|
|
|
|
Intangible assets
|
|
59,700
|
|
|
|
Total assets acquired
|
|
82,321
|
|
|
|
|
|
|
|
||
Accounts payable
|
|
5,068
|
|
|
|
Other current liabilities
|
|
7,415
|
|
|
|
Total liabilities assumed
|
|
12,483
|
|
|
|
|
|
|
|
||
Net assets acquired
|
|
69,838
|
|
|
|
Goodwill
|
|
61,719
|
|
|
|
Purchase price
|
|
$
|
131,557
|
|
|
Discontinued Operations
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Net revenues
|
|
$
|
21,913
|
|
|
|
$
|
94,362
|
|
|
$
|
588,383
|
|
|
$
|
1,180,677
|
|
Cost of goods sold
|
|
14,706
|
|
|
|
48,946
|
|
|
349,382
|
|
|
691,715
|
|
||||
Selling, general and administrative expenses
|
|
12,391
|
|
|
|
34,649
|
|
|
191,898
|
|
|
354,773
|
|
||||
Impairment of goodwill
|
|
—
|
|
|
|
—
|
|
|
104,651
|
|
|
—
|
|
||||
Interest expense, net
|
|
—
|
|
|
|
—
|
|
|
(27
|
)
|
|
(199
|
)
|
||||
Other income, net
|
|
272
|
|
|
|
—
|
|
|
6
|
|
|
2
|
|
||||
(Loss) income from discontinued operations before income taxes
|
|
(4,912
|
)
|
|
|
10,767
|
|
|
(57,569
|
)
|
|
133,992
|
|
||||
Gain (loss) on the sale of discontinued operations before income taxes
|
|
4,589
|
|
|
|
(18,065
|
)
|
|
(34,019
|
)
|
|
(154,275
|
)
|
||||
Total loss from discontinued operations before income taxes
|
|
(323
|
)
|
|
|
(7,298
|
)
|
|
(91,588
|
)
|
|
(20,283
|
)
|
||||
Income tax benefit (expense)
(a)
|
|
1,111
|
|
|
|
(1,073
|
)
|
|
(14,698
|
)
|
|
15,535
|
|
||||
Income (loss) from discontinued operations, net of tax
|
|
$
|
788
|
|
|
|
$
|
(8,371
|
)
|
|
$
|
(106,286
|
)
|
|
$
|
(4,748
|
)
|
(a)
|
Income tax expense for the year ended December 2017 was impacted by
$8.6 million
of tax expense related to GAAP and tax basis differences for the LSG business. Additionally, the goodwill impairment charge and estimated loss on sale related to the
Nautica
®
brand business for the year ended December 2017 were nondeductible for income tax purposes.
|
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
Cash
|
|
$
|
—
|
|
|
|
$
|
2,330
|
|
|
$
|
2,592
|
|
Accounts receivable, net
|
|
—
|
|
|
|
26,298
|
|
|
27,941
|
|
|||
Inventories
|
|
—
|
|
|
|
55,610
|
|
|
43,297
|
|
|||
Other current assets
|
|
—
|
|
|
|
1,247
|
|
|
2,497
|
|
|||
Property, plant and equipment, net
|
|
—
|
|
|
|
15,021
|
|
|
14,914
|
|
|||
Intangible assets
|
|
—
|
|
|
|
262,202
|
|
|
262,352
|
|
|||
Goodwill
|
|
—
|
|
|
|
49,005
|
|
|
49,005
|
|
|||
Other assets
|
|
—
|
|
|
|
3,961
|
|
|
3,631
|
|
|||
Allowance to reduce assets to estimated fair value, less costs to sell
|
|
—
|
|
|
|
(42,094
|
)
|
|
(25,529
|
)
|
|||
Total assets of discontinued operations
|
|
$
|
—
|
|
|
|
$
|
373,580
|
|
|
$
|
380,700
|
|
Accounts payable
|
|
$
|
—
|
|
|
|
$
|
11,619
|
|
|
$
|
16,993
|
|
Accrued liabilities
|
|
—
|
|
|
|
10,658
|
|
|
18,203
|
|
|||
Other liabilities
|
|
—
|
|
|
|
11,912
|
|
|
12,011
|
|
|||
Deferred income tax liabilities
(a)
|
|
—
|
|
|
|
51,838
|
|
|
53,812
|
|
|||
Total liabilities of discontinued operations
|
|
$
|
—
|
|
|
|
$
|
86,027
|
|
|
$
|
101,019
|
|
(a)
|
Deferred income tax balances reflect VF's consolidated netting by jurisdiction.
|
|
|
Year Ended December
|
||||||
(In thousands)
|
|
2017
|
|
2016
|
||||
Depreciation and amortization
|
|
$
|
14,023
|
|
|
$
|
27,360
|
|
Capital expenditures
|
|
2,592
|
|
|
4,795
|
|
||
Impairment of goodwill
|
|
104,651
|
|
|
—
|
|
Other Divestitures
|
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
Trade
|
|
$
|
1,625,495
|
|
|
|
$
|
1,347,896
|
|
|
$
|
1,365,321
|
|
Royalty and other
|
|
111,677
|
|
|
|
85,684
|
|
|
90,931
|
|
|||
Total accounts receivable
|
|
1,737,172
|
|
|
|
1,433,580
|
|
|
1,456,252
|
|
|||
Less allowance for doubtful accounts
|
|
28,376
|
|
|
|
24,993
|
|
|
26,266
|
|
|||
Accounts receivable, net
|
|
$
|
1,708,796
|
|
|
|
$
|
1,408,587
|
|
|
$
|
1,429,986
|
|
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
Finished products
|
|
$
|
1,711,264
|
|
|
|
$
|
1,654,137
|
|
|
$
|
1,490,788
|
|
Work-in-process
|
|
114,356
|
|
|
|
103,757
|
|
|
110,467
|
|
|||
Raw materials
|
|
117,410
|
|
|
|
103,547
|
|
|
105,354
|
|
|||
Total inventories
|
|
$
|
1,943,030
|
|
|
|
$
|
1,861,441
|
|
|
$
|
1,706,609
|
|
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
Land and improvements
|
|
$
|
100,715
|
|
|
|
$
|
103,158
|
|
|
$
|
104,257
|
|
Buildings and improvements
|
|
1,113,917
|
|
|
|
1,076,091
|
|
|
1,070,884
|
|
|||
Machinery and equipment
|
|
1,377,306
|
|
|
|
1,295,186
|
|
|
1,314,382
|
|
|||
Property, plant and equipment, at cost
|
|
2,591,938
|
|
|
|
2,474,435
|
|
|
2,489,523
|
|
|||
Less accumulated depreciation and amortization
|
|
1,534,670
|
|
|
|
1,462,818
|
|
|
1,474,885
|
|
|||
Property, plant and equipment, net
|
|
$
|
1,057,268
|
|
|
|
$
|
1,011,617
|
|
|
$
|
1,014,638
|
|
(In thousands)
|
Weighted
Average Amortization Period |
|
Amortization
Method |
|
Cost
|
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
||||||
March 2019
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
17 years
|
|
Accelerated
|
|
$
|
341,625
|
|
|
$
|
143,433
|
|
|
$
|
198,192
|
|
|
License agreements
|
19 years
|
|
Accelerated
|
|
7,536
|
|
|
4,729
|
|
|
2,807
|
|
|
|||
Trademarks
|
16 years
|
|
Straight-line
|
|
58,932
|
|
|
12,209
|
|
|
46,723
|
|
|
|||
Other
|
8 years
|
|
Straight-line
|
|
8,202
|
|
|
4,170
|
|
|
4,032
|
|
|
|||
Amortizable intangible assets, net
|
|
|
|
|
|
|
|
|
251,754
|
|
|
|||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
||||||
Trademarks and trade names
|
|
|
|
|
|
|
|
|
1,772,523
|
|
|
|||||
Intangible assets, net
|
|
|
|
|
|
|
|
|
$
|
2,024,277
|
|
|
(In thousands)
|
Weighted
Average Amortization Period |
|
Amortization
Method |
|
Cost
|
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||
March 2018
|
|
|
|
|
|
|
|
|
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
18 years
|
|
Accelerated
|
|
$
|
344,613
|
|
|
$
|
143,069
|
|
|
$
|
201,544
|
|
License agreements
|
20 years
|
|
Accelerated
|
|
20,171
|
|
|
13,915
|
|
|
6,256
|
|
|||
Trademarks
|
16 years
|
|
Straight-line
|
|
58,932
|
|
|
8,309
|
|
|
50,623
|
|
|||
Other
|
9 years
|
|
Straight-line
|
|
9,194
|
|
|
4,024
|
|
|
5,170
|
|
|||
Amortizable intangible assets, net
|
|
|
|
|
|
|
|
|
263,593
|
|
|||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||
Trademarks and trade names
|
|
|
|
|
|
|
|
|
1,856,517
|
|
|||||
Intangible assets, net
|
|
|
|
|
|
|
|
|
$
|
2,120,110
|
|
(In thousands)
|
Weighted
Average Amortization Period |
|
Amortization
Method |
|
Cost
|
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||
December 2017
|
|
|
|
|
|
|
|
|
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
18 years
|
|
Accelerated
|
|
$
|
338,209
|
|
|
$
|
133,994
|
|
|
$
|
204,215
|
|
License agreements
|
20 years
|
|
Accelerated
|
|
19,996
|
|
|
13,660
|
|
|
6,336
|
|
|||
Trademarks
|
16 years
|
|
Straight-line
|
|
58,932
|
|
|
7,333
|
|
|
51,599
|
|
|||
Other
|
9 years
|
|
Straight-line
|
|
9,001
|
|
|
3,648
|
|
|
5,353
|
|
|||
Amortizable intangible assets, net
|
|
|
|
|
|
|
|
|
267,503
|
|
|||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||
Trademarks and trade names
|
|
|
|
|
|
|
|
|
1,822,278
|
|
|||||
Intangible assets, net
|
|
|
|
|
|
|
|
|
$
|
2,089,781
|
|
(In thousands)
|
Outdoor
|
|
Active
|
|
Work
|
|
Jeans
|
|
Total
|
|
||||||||||
Balance, December 2016
|
$
|
832,937
|
|
|
$
|
429,354
|
|
|
$
|
89,011
|
|
|
$
|
203,365
|
|
|
$
|
1,554,667
|
|
|
2017 acquisition
|
—
|
|
|
—
|
|
|
92,837
|
|
|
—
|
|
|
92,837
|
|
|
|||||
Currency translation
|
9,337
|
|
|
27,420
|
|
|
(140
|
)
|
|
8,523
|
|
|
45,140
|
|
|
|||||
Balance, December 2017
|
842,274
|
|
|
456,774
|
|
|
181,708
|
|
|
211,888
|
|
|
1,692,644
|
|
|
|||||
Measurement period adjustment to 2017 acquisition (Note 3)
|
—
|
|
|
—
|
|
|
(9,974
|
)
|
|
—
|
|
|
(9,974
|
)
|
|
|||||
Currency translation
|
2,452
|
|
|
6,413
|
|
|
738
|
|
|
946
|
|
|
10,549
|
|
|
|||||
Balance, March 2018
|
844,726
|
|
|
463,187
|
|
|
172,472
|
|
|
212,834
|
|
|
1,693,219
|
|
|
|||||
Fiscal 2019 acquisitions
|
151,662
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
151,662
|
|
|
|||||
Fiscal 2019 divestitures
|
—
|
|
|
(48,329
|
)
|
|
(52
|
)
|
|
—
|
|
|
(48,381
|
)
|
|
|||||
Currency translation
|
(12,499
|
)
|
|
(20,902
|
)
|
|
(1,604
|
)
|
|
(6,611
|
)
|
|
(41,616
|
)
|
|
|||||
Balance, March 2019
|
$
|
983,889
|
|
|
$
|
393,956
|
|
|
$
|
170,816
|
|
|
$
|
206,223
|
|
|
$
|
1,754,884
|
|
|
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
Computer software, net of accumulated amortization of: March 2019 - $215,491; March 2018 - $183,200; December 2017 - $171,147
|
|
$
|
224,601
|
|
|
|
$
|
239,935
|
|
|
$
|
232,237
|
|
Investments held for deferred compensation plans (Note 15)
|
|
206,633
|
|
|
|
201,870
|
|
|
203,780
|
|
|||
Deferred income taxes (Note 18)
|
|
109,551
|
|
|
|
105,493
|
|
|
103,601
|
|
|||
Pension assets (Note 15)
|
|
117,405
|
|
|
|
76,671
|
|
|
82,296
|
|
|||
Deposits
|
|
53,602
|
|
|
|
45,321
|
|
|
45,225
|
|
|||
Partnership stores and shop-in-shop costs, net of accumulated amortization of: March 2019 - $100,125; March 2018 - $123,812; December 2017 - $118,643
|
|
31,655
|
|
|
|
33,161
|
|
|
34,149
|
|
|||
Derivative financial instruments (Note 23)
|
|
9,189
|
|
|
|
4,659
|
|
|
2,199
|
|
|||
Other investments
|
|
13,071
|
|
|
|
12,433
|
|
|
12,697
|
|
|||
Deferred line of credit issuance costs
|
|
2,121
|
|
|
|
961
|
|
|
1,078
|
|
|||
Other
|
|
79,071
|
|
|
|
82,537
|
|
|
66,413
|
|
|||
Other assets
|
|
$
|
846,899
|
|
|
|
$
|
803,041
|
|
|
$
|
783,675
|
|
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
Commercial paper borrowings
|
|
$
|
650,000
|
|
|
|
$
|
1,500,000
|
|
|
$
|
705,000
|
|
International borrowing arrangements
|
|
15,055
|
|
|
|
25,106
|
|
|
24,384
|
|
|||
Short-term borrowings
|
|
$
|
665,055
|
|
|
|
$
|
1,525,106
|
|
|
$
|
729,384
|
|
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
Compensation
|
|
$
|
341,988
|
|
|
|
$
|
135,247
|
|
|
$
|
249,929
|
|
Customer discounts and allowances
|
|
225,484
|
|
|
|
28,604
|
|
|
46,169
|
|
|||
Other taxes
|
|
153,355
|
|
|
|
160,173
|
|
|
155,969
|
|
|||
Income taxes
|
|
68,054
|
|
|
|
67,417
|
|
|
134,837
|
|
|||
Restructuring
|
|
86,602
|
|
|
|
42,757
|
|
|
32,438
|
|
|||
Advertising
|
|
40,938
|
|
|
|
40,322
|
|
|
48,554
|
|
|||
Freight, duties and postage
|
|
40,703
|
|
|
|
46,281
|
|
|
43,584
|
|
|||
Deferred compensation (Note 15)
|
|
18,226
|
|
|
|
33,590
|
|
|
38,885
|
|
|||
Interest
|
|
23,250
|
|
|
|
25,483
|
|
|
16,317
|
|
|||
Derivative financial instruments (Note 23)
|
|
18,590
|
|
|
|
96,087
|
|
|
87,205
|
|
|||
Insurance
|
|
15,634
|
|
|
|
18,867
|
|
|
17,814
|
|
|||
Product warranty claims (Note 14)
|
|
12,618
|
|
|
|
12,862
|
|
|
12,833
|
|
|||
Pension liabilities (Note 15)
|
|
10,260
|
|
|
|
32,814
|
|
|
27,277
|
|
|||
Other
|
|
240,851
|
|
|
|
197,923
|
|
|
234,724
|
|
|||
Accrued liabilities
|
|
$
|
1,296,553
|
|
|
|
$
|
938,427
|
|
|
$
|
1,146,535
|
|
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
3.50% notes, due 2021
|
|
$
|
498,450
|
|
|
|
$
|
497,852
|
|
|
$
|
497,705
|
|
0.625% notes, due 2023
|
|
949,049
|
|
|
|
1,041,577
|
|
|
1,015,500
|
|
|||
6.00% notes, due 2033
|
|
292,982
|
|
|
|
292,648
|
|
|
292,568
|
|
|||
6.45% notes, due 2037
|
|
346,534
|
|
|
|
346,346
|
|
|
346,300
|
|
|||
Capital leases
|
|
34,132
|
|
|
|
40,397
|
|
|
41,881
|
|
|||
Total long-term debt
|
|
2,121,147
|
|
|
|
2,218,820
|
|
|
2,193,954
|
|
|||
Less current portion
|
|
5,263
|
|
|
|
6,265
|
|
|
6,165
|
|
|||
Long-term debt, due beyond one year
|
|
$
|
2,115,884
|
|
|
|
$
|
2,212,555
|
|
|
$
|
2,187,789
|
|
(In thousands)
|
Notes and Other
|
|
Capital Leases
|
|
Total
|
||||||
2020
|
$
|
—
|
|
|
$
|
6,293
|
|
|
$
|
6,293
|
|
2021
|
—
|
|
|
6,040
|
|
|
6,040
|
|
|||
2022
|
500,000
|
|
|
2,287
|
|
|
502,287
|
|
|||
2023
|
—
|
|
|
1,614
|
|
|
1,614
|
|
|||
2024
|
953,785
|
|
|
1,691
|
|
|
955,476
|
|
|||
Thereafter
|
650,000
|
|
|
23,495
|
|
|
673,495
|
|
|||
|
2,103,785
|
|
|
41,420
|
|
|
2,145,205
|
|
|||
Less unamortized debt discount
|
6,531
|
|
|
—
|
|
|
6,531
|
|
|||
Less unamortized debt issuance costs
|
10,239
|
|
|
—
|
|
|
10,239
|
|
|||
Less amounts representing interest
|
—
|
|
|
7,288
|
|
|
7,288
|
|
|||
Total long-term debt
|
2,087,015
|
|
|
34,132
|
|
|
2,121,147
|
|
|||
Less current portion
|
—
|
|
|
5,263
|
|
|
5,263
|
|
|||
Long-term debt, due beyond one year
|
$
|
2,087,015
|
|
|
$
|
28,869
|
|
|
$
|
2,115,884
|
|
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
Deferred income taxes (Note 18)
|
|
$
|
68,864
|
|
|
|
$
|
40,887
|
|
|
$
|
58,036
|
|
Deferred compensation (Note 15)
|
|
181,110
|
|
|
|
198,780
|
|
|
201,116
|
|
|||
Income taxes
|
|
629,176
|
|
|
|
632,321
|
|
|
628,713
|
|
|||
Pension liabilities (Note 15)
|
|
174,982
|
|
|
|
176,582
|
|
|
189,191
|
|
|||
Deferred rent credits
|
|
96,276
|
|
|
|
87,267
|
|
|
85,857
|
|
|||
Product warranty claims
|
|
49,301
|
|
|
|
49,689
|
|
|
49,733
|
|
|||
Derivative financial instruments (Note 23)
|
|
3,747
|
|
|
|
10,087
|
|
|
12,833
|
|
|||
Other
|
|
77,325
|
|
|
|
76,217
|
|
|
81,234
|
|
|||
Other liabilities
|
|
$
|
1,280,781
|
|
|
|
$
|
1,271,830
|
|
|
$
|
1,306,713
|
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Balance, beginning of year
|
|
$
|
62,551
|
|
|
|
$
|
62,566
|
|
|
$
|
62,872
|
|
|
$
|
63,114
|
|
Accrual for products sold during the year
|
|
13,082
|
|
|
|
3,828
|
|
|
10,584
|
|
|
12,022
|
|
||||
Repair or replacement costs incurred
|
|
(12,778
|
)
|
|
|
(4,126
|
)
|
|
(12,654
|
)
|
|
(11,956
|
)
|
||||
Currency translation
|
|
(936
|
)
|
|
|
283
|
|
|
1,764
|
|
|
(308
|
)
|
||||
Balance, end of year
|
|
61,919
|
|
|
|
62,551
|
|
|
62,566
|
|
|
62,872
|
|
||||
Less current portion (Note 12)
|
|
12,618
|
|
|
|
12,862
|
|
|
12,833
|
|
|
12,993
|
|
||||
Long-term portion
|
|
$
|
49,301
|
|
|
|
$
|
49,689
|
|
|
$
|
49,733
|
|
|
$
|
49,879
|
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Service cost — benefits earned during the period
|
|
$
|
22,352
|
|
|
|
$
|
5,912
|
|
|
$
|
24,890
|
|
|
$
|
25,839
|
|
Interest cost on projected benefit obligations
|
|
63,434
|
|
|
|
14,825
|
|
|
58,989
|
|
|
68,020
|
|
||||
Expected return on plan assets
|
|
(93,409
|
)
|
|
|
(25,314
|
)
|
|
(94,807
|
)
|
|
(99,540
|
)
|
||||
Settlement charges
|
|
8,856
|
|
|
|
—
|
|
|
—
|
|
|
50,922
|
|
||||
Curtailments
|
|
9,530
|
|
|
|
—
|
|
|
1,671
|
|
|
—
|
|
||||
Amortization of deferred amounts:
|
|
|
|
|
|
|
|
|
|
||||||||
Net deferred actuarial losses
|
|
28,474
|
|
|
|
8,548
|
|
|
41,440
|
|
|
65,212
|
|
||||
Deferred prior service costs
|
|
494
|
|
|
|
647
|
|
|
2,646
|
|
|
2,584
|
|
||||
Total pension expense
|
|
$
|
39,731
|
|
|
|
$
|
4,618
|
|
|
$
|
34,829
|
|
|
$
|
113,037
|
|
Weighted average actuarial assumptions used to determine pension expense:
|
|
|
|
|
|
|
|
|
|
||||||||
Discount rate in effect for determining service cost
|
|
3.85
|
%
|
|
|
3.58
|
%
|
|
4.08
|
%
|
|
4.54
|
%
|
||||
Discount rate in effect for determining interest cost
|
|
3.51
|
%
|
|
|
3.13
|
%
|
|
3.26
|
%
|
|
3.56
|
%
|
||||
Expected long-term return on plan assets
|
|
5.58
|
%
|
|
|
5.72
|
%
|
|
5.72
|
%
|
|
5.81
|
%
|
||||
Rate of compensation increase
|
|
3.73
|
%
|
|
|
3.73
|
%
|
|
3.78
|
%
|
|
3.90
|
%
|
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
Fair value of plan assets, beginning of period
|
|
$
|
1,751,760
|
|
|
|
$
|
1,809,649
|
|
|
$
|
1,673,297
|
|
Actual return on plan assets
|
|
82,947
|
|
|
|
(39,495
|
)
|
|
204,017
|
|
|||
VF contributions
|
|
41,581
|
|
|
|
3,205
|
|
|
9,807
|
|
|||
Participant contributions
|
|
4,136
|
|
|
|
1,018
|
|
|
4,011
|
|
|||
Benefits paid
|
|
(118,513
|
)
|
|
|
(27,441
|
)
|
|
(93,900
|
)
|
|||
Currency translation
|
|
(10,817
|
)
|
|
|
4,824
|
|
|
12,417
|
|
|||
Fair value of plan assets, end of period
|
|
1,751,094
|
|
|
|
1,751,760
|
|
|
1,809,649
|
|
|||
Projected benefit obligations, beginning of period
|
|
1,884,485
|
|
|
|
1,943,821
|
|
|
1,808,327
|
|
|||
Service cost
|
|
22,352
|
|
|
|
5,912
|
|
|
24,890
|
|
|||
Interest cost
|
|
63,434
|
|
|
|
14,825
|
|
|
58,989
|
|
|||
Participant contributions
|
|
4,136
|
|
|
|
1,018
|
|
|
4,011
|
|
|||
Actuarial loss (gain)
|
|
10,653
|
|
|
|
(59,511
|
)
|
|
131,040
|
|
|||
Benefits paid
|
|
(118,513
|
)
|
|
|
(27,441
|
)
|
|
(93,900
|
)
|
|||
Plan amendments
|
|
715
|
|
|
|
—
|
|
|
—
|
|
|||
Curtailments
|
|
(33,826
|
)
|
|
|
—
|
|
|
(5,664
|
)
|
|||
Currency translation
|
|
(14,505
|
)
|
|
|
5,861
|
|
|
16,128
|
|
|||
Projected benefit obligations, end of period
|
|
1,818,931
|
|
|
|
1,884,485
|
|
|
1,943,821
|
|
|||
Funded status, end of period
|
|
$
|
(67,837
|
)
|
|
|
$
|
(132,725
|
)
|
|
$
|
(134,172
|
)
|
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
Amounts included in Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
||||||
Other assets (Note 10)
|
|
$
|
117,405
|
|
|
|
$
|
76,671
|
|
|
$
|
82,296
|
|
Accrued liabilities (Note 12)
|
|
(10,260
|
)
|
|
|
(32,814
|
)
|
|
(27,277
|
)
|
|||
Other liabilities (Note 14)
|
|
(174,982
|
)
|
|
|
(176,582
|
)
|
|
(189,191
|
)
|
|||
Funded status
|
|
$
|
(67,837
|
)
|
|
|
$
|
(132,725
|
)
|
|
$
|
(134,172
|
)
|
Accumulated other comprehensive loss, pretax:
|
|
|
|
|
|
|
|
||||||
Net deferred actuarial losses
|
|
$
|
399,093
|
|
|
|
$
|
452,329
|
|
|
$
|
454,463
|
|
Deferred prior service costs
|
|
563
|
|
|
|
9,878
|
|
|
10,533
|
|
|||
Total accumulated other comprehensive loss, pretax
|
|
$
|
399,656
|
|
|
|
$
|
462,207
|
|
|
$
|
464,996
|
|
Accumulated benefit obligations
|
|
$
|
1,778,910
|
|
|
|
$
|
1,783,600
|
|
|
$
|
1,837,776
|
|
Weighted average actuarial assumptions used to determine pension obligations:
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
3.68
|
%
|
|
|
3.76
|
%
|
|
3.46
|
%
|
|||
Rate of compensation increase
(a)
|
|
2.74
|
%
|
|
|
3.73
|
%
|
|
3.73
|
%
|
(a)
|
Rate of compensation increase is calculated as the weighted average rate of compensation increase for active plans. Frozen plans are excluded from the calculation.
|
|
Total Plan
Assets
|
|
Fair Value Measurements
|
|
||||||||||||
(In thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||||
March 2019
|
|
|
|
|
|
|
|
|
||||||||
Plan assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
3,023
|
|
|
$
|
3,023
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
||||
Insurance contracts
|
71,521
|
|
|
—
|
|
|
71,521
|
|
|
—
|
|
|
||||
Commodities
|
(347
|
)
|
|
(347
|
)
|
|
—
|
|
|
—
|
|
|
||||
Total plan assets in the fair value hierarchy
|
$
|
74,204
|
|
|
$
|
2,676
|
|
|
$
|
71,528
|
|
|
$
|
—
|
|
|
Plan assets measured at net asset value
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
36,349
|
|
|
|
|
|
|
|
|
|||||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Domestic
|
82,659
|
|
|
|
|
|
|
|
|
|||||||
International
|
97,766
|
|
|
|
|
|
|
|
|
|||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Corporate and international bonds
|
1,309,123
|
|
|
|
|
|
|
|
|
|||||||
Alternative investments
|
150,993
|
|
|
|
|
|
|
|
|
|||||||
Total plan assets measured at net asset value
|
1,676,890
|
|
|
|
|
|
|
|
|
|||||||
Total plan assets
|
$
|
1,751,094
|
|
|
|
|
|
|
|
|
|
Total Plan
Assets
|
|
Fair Value Measurements
|
||||||||||||
(In thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
March 2018
|
|
|
|
|
|
|
|
||||||||
Plan assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
14,694
|
|
|
$
|
14,694
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
Insurance contracts
|
67,444
|
|
|
—
|
|
|
67,444
|
|
|
—
|
|
||||
Commodities
|
(7,091
|
)
|
|
(7,091
|
)
|
|
—
|
|
|
—
|
|
||||
Total plan assets in the fair value hierarchy
|
$
|
75,055
|
|
|
$
|
7,603
|
|
|
$
|
67,452
|
|
|
$
|
—
|
|
Plan assets measured at net asset value
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
38,833
|
|
|
|
|
|
|
|
|||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Domestic
|
114,958
|
|
|
|
|
|
|
|
|||||||
International
|
155,330
|
|
|
|
|
|
|
|
|||||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Corporate and international bonds
|
1,211,103
|
|
|
|
|
|
|
|
|||||||
Alternative investments
|
156,481
|
|
|
|
|
|
|
|
|||||||
Total plan assets measured at net asset value
|
1,676,705
|
|
|
|
|
|
|
|
|||||||
Total plan assets
|
$
|
1,751,760
|
|
|
|
|
|
|
|
|
Total Plan
Assets
|
|
Fair Value Measurements
|
||||||||||||
(In thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
December 2017
|
|
|
|
|
|
|
|
||||||||
Plan assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
8,191
|
|
|
$
|
8,191
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
Insurance contracts
|
69,448
|
|
|
—
|
|
|
69,448
|
|
|
—
|
|
||||
Commodities
|
(372
|
)
|
|
(372
|
)
|
|
—
|
|
|
—
|
|
||||
Total plan assets in the fair value hierarchy
|
$
|
77,275
|
|
|
$
|
7,819
|
|
|
$
|
69,456
|
|
|
$
|
—
|
|
Plan assets measured at net asset value
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
36,313
|
|
|
|
|
|
|
|
|||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Domestic
|
152,154
|
|
|
|
|
|
|
|
|||||||
International
|
173,608
|
|
|
|
|
|
|
|
|||||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Corporate and international bonds
|
1,215,558
|
|
|
|
|
|
|
|
|||||||
Alternative investments
|
154,741
|
|
|
|
|
|
|
|
|||||||
Total plan assets measured at net asset value
|
1,732,374
|
|
|
|
|
|
|
|
|||||||
Total plan assets
|
$
|
1,809,649
|
|
|
|
|
|
|
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands, except share amounts)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Shares held for deferred compensation plans
|
|
—
|
|
|
|
284,785
|
|
|
317,515
|
|
|
439,667
|
|
||||
Cost of shares held for deferred compensation plans
|
|
$
|
—
|
|
|
|
$
|
3,621
|
|
|
$
|
3,901
|
|
|
$
|
5,464
|
|
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
Foreign currency translation and other
|
|
$
|
(725,679
|
)
|
|
|
$
|
(476,869
|
)
|
|
$
|
(546,201
|
)
|
Defined benefit pension plans
|
|
(243,184
|
)
|
|
|
(289,618
|
)
|
|
(291,949
|
)
|
|||
Derivative financial instruments
|
|
66,788
|
|
|
|
(97,543
|
)
|
|
(87,990
|
)
|
|||
Accumulated other comprehensive income (loss)
|
|
$
|
(902,075
|
)
|
|
|
$
|
(864,030
|
)
|
|
$
|
(926,140
|
)
|
(In thousands)
|
Foreign Currency Translation and Other
|
|
Defined
Benefit Pension Plans |
|
Derivative
Financial Instruments |
|
Total
|
|
||||||||
Balance, December 2015
|
$
|
(718,169
|
)
|
|
$
|
(372,195
|
)
|
|
$
|
47,142
|
|
|
$
|
(1,043,222
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
(76,410
|
)
|
|
(4,357
|
)
|
|
81,036
|
|
|
269
|
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
73,855
|
|
|
(72,365
|
)
|
|
1,490
|
|
|
||||
Net other comprehensive income (loss)
|
(76,410
|
)
|
|
69,498
|
|
|
8,671
|
|
|
1,759
|
|
|
||||
Balance, December 2016
|
(794,579
|
)
|
|
(302,697
|
)
|
|
55,813
|
|
|
(1,041,463
|
)
|
|
||||
Other comprehensive income (loss) before reclassifications
|
248,378
|
|
|
(17,970
|
)
|
|
(123,080
|
)
|
|
107,328
|
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
28,718
|
|
|
(20,723
|
)
|
|
7,995
|
|
|
||||
Net other comprehensive income (loss)
|
248,378
|
|
|
10,748
|
|
|
(143,803
|
)
|
|
115,323
|
|
|
||||
Balance, December 2017
|
(546,201
|
)
|
|
(291,949
|
)
|
|
(87,990
|
)
|
|
(926,140
|
)
|
|
||||
Other comprehensive income (loss) before reclassifications
|
69,332
|
|
|
(4,852
|
)
|
|
(21,078
|
)
|
|
43,402
|
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
7,183
|
|
|
11,525
|
|
|
18,708
|
|
|
||||
Net other comprehensive income (loss)
|
69,332
|
|
|
2,331
|
|
|
(9,553
|
)
|
|
62,110
|
|
|
||||
Balance, March 2018
|
(476,869
|
)
|
|
(289,618
|
)
|
|
(97,543
|
)
|
|
(864,030
|
)
|
|
||||
Other comprehensive income (loss) before reclassifications
|
(248,810
|
)
|
|
10,444
|
|
|
137,218
|
|
|
(101,148
|
)
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
35,990
|
|
|
27,113
|
|
|
63,103
|
|
|
||||
Net other comprehensive income (loss)
|
(248,810
|
)
|
|
46,434
|
|
|
164,331
|
|
|
(38,045
|
)
|
|
||||
Balance, March 2019
|
$
|
(725,679
|
)
|
|
$
|
(243,184
|
)
|
|
$
|
66,788
|
|
|
$
|
(902,075
|
)
|
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Stock-based compensation cost
|
|
$
|
105,157
|
|
|
|
$
|
25,440
|
|
|
$
|
81,641
|
|
|
$
|
67,762
|
|
Income tax benefits
|
|
23,650
|
|
|
|
5,771
|
|
|
26,697
|
|
|
22,870
|
|
||||
Stock-based compensation costs included in inventory at period end
|
|
3,165
|
|
|
|
2,236
|
|
|
1,938
|
|
|
1,332
|
|
Stock Options
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
Expected volatility
|
|
22% to 29%
|
|
|
24% to 29%
|
|
23% to 30%
|
|
21% to 29%
|
Weighted average expected volatility
|
|
25%
|
|
|
25%
|
|
24%
|
|
24%
|
Expected term (in years)
|
|
6.1 to 7.5
|
|
|
6.1 to 7.6
|
|
6.3 to 7.7
|
|
6.3 to 7.6
|
Weighted average dividend yield
|
|
2.6%
|
|
|
2.9%
|
|
2.8%
|
|
2.2%
|
Risk-free interest rate
|
|
2.1% to 3.2%
|
|
|
1.9% to 2.9%
|
|
0.7% to 2.4%
|
|
0.4% to 1.7%
|
Weighted average fair value at date of grant
|
|
$16.82
|
|
|
$15.34
|
|
$9.90
|
|
$12.08
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (Years)
|
|
Aggregate Intrinsic Value
(In thousands)
|
|||||
Outstanding, December 2017
|
14,250,084
|
|
|
$
|
52.03
|
|
|
|
|
|
||
Granted
|
1,843,749
|
|
|
74.80
|
|
|
|
|
|
|||
Exercised
|
(1,484,537
|
)
|
|
38.94
|
|
|
|
|
|
|||
Forfeited/cancelled
|
(117,782
|
)
|
|
66.36
|
|
|
|
|
|
|||
Outstanding, March 2018
|
14,491,514
|
|
|
56.15
|
|
|
|
|
|
|||
Granted
|
101,197
|
|
|
81.01
|
|
|
|
|
|
|||
Exercised
|
(4,316,539
|
)
|
|
46.86
|
|
|
|
|
|
|||
Forfeited/cancelled
|
(365,962
|
)
|
|
65.27
|
|
|
|
|
|
|||
Outstanding, March 2019
|
9,910,210
|
|
|
$
|
60.11
|
|
|
6.7
|
|
$
|
265,734
|
|
Exercisable, March 2019
|
7,781,198
|
|
|
$
|
58.60
|
|
|
6.2
|
|
$
|
220,251
|
|
Restricted Stock Units
|
|
Performance-based
|
|
Nonperformance-based
|
||||||||||
|
Number Outstanding
|
|
Weighted Average
Grant Date
Fair Value
|
|
Number Outstanding
|
|
Weighted Average
Grant Date
Fair Value
|
||||||
Outstanding, December 2017
|
1,504,551
|
|
|
$
|
62.22
|
|
|
335,093
|
|
|
$
|
60.72
|
|
Granted
|
351,490
|
|
|
74.80
|
|
|
407,074
|
|
|
74.80
|
|
||
Issued as Common Stock
|
(405,871
|
)
|
|
75.33
|
|
|
(34,964
|
)
|
|
56.11
|
|
||
Forfeited/cancelled
|
(12,154
|
)
|
|
63.64
|
|
|
(10,780
|
)
|
|
72.45
|
|
||
Outstanding, March 2018
|
1,438,016
|
|
|
61.58
|
|
|
696,423
|
|
|
69.00
|
|
||
Granted
|
19,099
|
|
|
80.39
|
|
|
82,799
|
|
|
79.21
|
|
||
Issued as Common Stock
|
—
|
|
|
—
|
|
|
(58,165
|
)
|
|
69.08
|
|
||
Forfeited/cancelled
|
(60,439
|
)
|
|
65.20
|
|
|
(56,224
|
)
|
|
73.54
|
|
||
Outstanding, March 2019
|
1,396,676
|
|
|
$
|
61.68
|
|
|
664,833
|
|
|
$
|
69.88
|
|
Vested, March 2019
|
859,332
|
|
|
$
|
61.37
|
|
|
69,139
|
|
|
$
|
74.80
|
|
Restricted Stock
|
|
Nonvested Shares Outstanding
|
|
Weighted Average Grant Date Fair Value
|
|||
Nonvested shares, December 2017
|
684,963
|
|
|
$
|
57.01
|
|
Granted
|
56,331
|
|
|
74.70
|
|
|
Dividend equivalents
|
4,188
|
|
|
74.40
|
|
|
Vested
|
(53,203
|
)
|
|
57.90
|
|
|
Forfeited
|
(11,068
|
)
|
|
68.25
|
|
|
Nonvested shares, March 2018
|
681,211
|
|
|
58.33
|
|
|
Granted
|
79,188
|
|
|
79.99
|
|
|
Dividend equivalents
|
15,468
|
|
|
82.02
|
|
|
Vested
|
(99,682
|
)
|
|
67.41
|
|
|
Forfeited
|
(49,460
|
)
|
|
62.76
|
|
|
Nonvested shares, March 2019
|
626,725
|
|
|
$
|
59.86
|
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Domestic
|
|
$
|
337,066
|
|
|
|
$
|
4,163
|
|
|
$
|
364,846
|
|
|
$
|
301,760
|
|
Foreign
|
|
1,190,338
|
|
|
|
289,970
|
|
|
1,051,649
|
|
|
982,956
|
|
||||
Income before income taxes
|
|
$
|
1,527,404
|
|
|
|
$
|
294,133
|
|
|
$
|
1,416,495
|
|
|
$
|
1,284,716
|
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Current:
|
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
|
$
|
143,872
|
|
|
|
$
|
(4,864
|
)
|
|
$
|
618,611
|
|
|
$
|
115,570
|
|
Foreign
|
|
164,974
|
|
|
|
36,634
|
|
|
135,007
|
|
|
123,960
|
|
||||
State
|
|
22,455
|
|
|
|
896
|
|
|
21,506
|
|
|
37,957
|
|
||||
|
|
331,301
|
|
|
|
32,666
|
|
|
775,124
|
|
|
277,487
|
|
||||
Deferred:
|
|
|
|
|
|
|
|
|
|
||||||||
Federal and state
|
|
(53,715
|
)
|
|
|
(13,656
|
)
|
|
(76,039
|
)
|
|
(63,610
|
)
|
||||
Foreign
|
|
(9,186
|
)
|
|
|
13,959
|
|
|
(3,799
|
)
|
|
(8,015
|
)
|
||||
|
|
(62,901
|
)
|
|
|
303
|
|
|
(79,838
|
)
|
|
(71,625
|
)
|
||||
Income taxes
|
|
$
|
268,400
|
|
|
|
$
|
32,969
|
|
|
$
|
695,286
|
|
|
$
|
205,862
|
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Tax at federal statutory rate
|
|
$
|
320,755
|
|
|
|
$
|
61,768
|
|
|
$
|
495,772
|
|
|
$
|
449,650
|
|
State income taxes, net of federal tax benefit
|
|
32,954
|
|
|
|
(4,745
|
)
|
|
23,684
|
|
|
24,426
|
|
||||
Foreign rate differences
|
|
(84,702
|
)
|
|
|
(9,227
|
)
|
|
(217,131
|
)
|
|
(262,392
|
)
|
||||
Tax reform
|
|
37,262
|
|
|
|
(5,107
|
)
|
|
465,501
|
|
|
—
|
|
||||
Capital losses
|
|
—
|
|
|
|
—
|
|
|
(67,032
|
)
|
|
—
|
|
||||
Valuation allowances (federal)
|
|
—
|
|
|
|
977
|
|
|
37,296
|
|
|
—
|
|
||||
Stock compensation (federal)
|
|
(26,398
|
)
|
|
|
(10,060
|
)
|
|
(22,826
|
)
|
|
(25,135
|
)
|
||||
Other
|
|
(11,471
|
)
|
|
|
(637
|
)
|
|
(19,978
|
)
|
|
19,313
|
|
||||
Income taxes
|
|
$
|
268,400
|
|
|
|
$
|
32,969
|
|
|
$
|
695,286
|
|
|
$
|
205,862
|
|
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
Deferred income tax assets:
|
|
|
|
|
|
|
|
||||||
Inventories
|
|
$
|
32,647
|
|
|
|
$
|
24,797
|
|
|
$
|
21,146
|
|
Deferred compensation
|
|
51,913
|
|
|
|
53,843
|
|
|
55,326
|
|
|||
Other employee benefits
|
|
69,594
|
|
|
|
52,456
|
|
|
45,464
|
|
|||
Stock compensation
|
|
37,317
|
|
|
|
38,244
|
|
|
45,960
|
|
|||
Other accrued expenses
|
|
127,684
|
|
|
|
155,635
|
|
|
158,632
|
|
|||
Capital loss carryforwards
|
|
19,423
|
|
|
|
46,069
|
|
|
34,705
|
|
|||
Operating loss carryforwards
|
|
229,955
|
|
|
|
252,695
|
|
|
251,236
|
|
|||
Gross deferred income tax assets
|
|
568,533
|
|
|
|
623,739
|
|
|
612,469
|
|
|||
Valuation allowances
|
|
(188,258
|
)
|
|
|
(226,269
|
)
|
|
(225,141
|
)
|
|||
Net deferred income tax assets
|
|
380,275
|
|
|
|
397,470
|
|
|
387,328
|
|
|||
Deferred income tax liabilities:
|
|
|
|
|
|
|
|
||||||
Depreciation
|
|
25,355
|
|
|
|
27,023
|
|
|
25,272
|
|
|||
Intangible assets
|
|
222,769
|
|
|
|
223,435
|
|
|
237,667
|
|
|||
Other deferred tax liabilities
|
|
91,464
|
|
|
|
82,406
|
|
|
78,824
|
|
|||
Deferred income tax liabilities
|
|
339,588
|
|
|
|
332,864
|
|
|
341,763
|
|
|||
Net deferred income tax assets (liabilities)
|
|
$
|
40,687
|
|
|
|
$
|
64,606
|
|
|
$
|
45,565
|
|
Amounts included in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
||||||
Other assets (Note 10)
|
|
$
|
109,551
|
|
|
|
$
|
105,493
|
|
|
$
|
103,601
|
|
Other liabilities (Note 14)
|
|
(68,864
|
)
|
|
|
(40,887
|
)
|
|
(58,036
|
)
|
|||
|
|
$
|
40,687
|
|
|
|
$
|
64,606
|
|
|
$
|
45,565
|
|
(In thousands)
|
Unrecognized
Income Tax Benefits |
|
Accrued
Interest and Penalties |
|
Unrecognized
Income Tax Benefits Including Interest and Penalties |
|
||||||
Balance, December 2015
|
$
|
75,677
|
|
|
$
|
9,369
|
|
|
$
|
85,046
|
|
|
Additions for current year tax positions
|
121,025
|
|
|
—
|
|
|
121,025
|
|
|
|||
Additions for prior year tax positions
|
6,164
|
|
|
2,880
|
|
|
9,044
|
|
|
|||
Reductions for prior year tax positions
|
(4,798
|
)
|
|
(1,362
|
)
|
|
(6,160
|
)
|
|
|||
Reductions due to statute expirations
|
(14,985
|
)
|
|
(1,335
|
)
|
|
(16,320
|
)
|
|
|||
Payments in settlement
|
(6,108
|
)
|
|
(829
|
)
|
|
(6,937
|
)
|
|
|||
Currency translation
|
(9
|
)
|
|
(14
|
)
|
|
(23
|
)
|
|
|||
Balance, December 2016
|
176,966
|
|
|
8,709
|
|
|
185,675
|
|
|
|||
Additions for current year tax positions
|
28,049
|
|
|
—
|
|
|
28,049
|
|
|
|||
Additions for prior year tax positions
|
22,968
|
|
|
6,808
|
|
|
29,776
|
|
|
|||
Reductions for prior year tax positions
|
(22,163
|
)
|
|
(279
|
)
|
|
(22,442
|
)
|
|
|||
Reductions due to statute expirations
|
(9,028
|
)
|
|
(915
|
)
|
|
(9,943
|
)
|
|
|||
Payments in settlement
|
(855
|
)
|
|
(248
|
)
|
|
(1,103
|
)
|
|
|||
Currency translation
|
55
|
|
|
11
|
|
|
66
|
|
|
|||
Balance, December 2017
|
195,992
|
|
|
14,086
|
|
|
210,078
|
|
|
|||
Additions for current year tax positions
|
2,012
|
|
|
—
|
|
|
2,012
|
|
|
|||
Additions for prior year tax positions
|
477
|
|
|
2,340
|
|
|
2,817
|
|
|
|||
Reductions for prior year tax positions
|
(201
|
)
|
|
(3
|
)
|
|
(204
|
)
|
|
|||
Reductions due to statute expirations
|
(9,222
|
)
|
|
(985
|
)
|
|
(10,207
|
)
|
|
|||
Payments in settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Currency translation
|
17
|
|
|
2
|
|
|
19
|
|
|
|||
Balance, March 2018
|
189,075
|
|
|
15,440
|
|
|
204,515
|
|
|
|||
Additions for current year tax positions
|
8,511
|
|
|
—
|
|
|
8,511
|
|
|
|||
Additions for prior year tax positions
|
16,211
|
|
|
12,521
|
|
|
28,732
|
|
|
|||
Reductions for prior year tax positions
|
(18,753
|
)
|
|
(467
|
)
|
|
(19,220
|
)
|
|
|||
Reductions due to statute expirations
|
(30
|
)
|
|
(7
|
)
|
|
(37
|
)
|
|
|||
Payments in settlement
|
(6,754
|
)
|
|
(919
|
)
|
|
(7,673
|
)
|
|
|||
Currency translation
|
(35
|
)
|
|
(3
|
)
|
|
(38
|
)
|
|
|||
Balance, March 2019
|
$
|
188,225
|
|
|
$
|
26,565
|
|
|
$
|
214,790
|
|
|
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
Amounts included in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
||||||
Unrecognized income tax benefits, including interest and penalties
|
|
$
|
214,790
|
|
|
|
$
|
204,515
|
|
|
$
|
210,078
|
|
Less deferred tax benefits
|
|
40,862
|
|
|
|
35,474
|
|
|
31,197
|
|
|||
Total unrecognized tax benefits
|
|
$
|
173,928
|
|
|
|
$
|
169,041
|
|
|
$
|
178,881
|
|
REPORTABLE SEGMENT
|
|
PRIMARY BRANDS
|
Outdoor
- Outdoor apparel, footwear and equipment
|
|
The North Face
®
|
|
|
Timberland
®
(excluding
Timberland PRO
®
)
|
|
|
Icebreaker
®
|
|
|
Smartwool
®
|
|
|
Altra
®
|
|
|
|
Active
- Active apparel, footwear and accessories
|
|
Vans
®
|
|
|
Kipling
®
|
|
|
Napapijri
®
|
|
|
Eastpak
®
|
|
|
JanSport
®
|
|
|
Reef
®
|
|
|
Eagle Creek
®
|
|
|
|
Work
- Work and work-inspired lifestyle apparel, footwear and occupational apparel
|
|
Dickies
®
|
|
|
Red Kap
®
|
|
|
Bulwark
®
|
|
|
Timberland PRO
®
|
|
|
VF Solutions
®
|
|
|
Wrangler
®
RIGGS
|
|
|
Walls
®
|
|
|
Terra
®
|
|
|
Workrite
®
|
|
|
Kodiak
®
|
|
|
Horace Small
®
|
|
|
|
Jeans
- Denim and casual apparel
|
|
Wrangler
®
(excluding
Wrangler
®
RIGGS
)
|
|
|
Lee
®
|
|
|
Lee
®
Riders
®
|
|
|
Rock and Republic
®
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Outdoor
|
|
$
|
4,649,024
|
|
|
|
$
|
888,039
|
|
|
$
|
4,208,958
|
|
|
$
|
4,123,372
|
|
Active
|
|
4,721,792
|
|
|
|
1,071,598
|
|
|
3,791,737
|
|
|
3,318,428
|
|
||||
Work
|
|
1,862,017
|
|
|
|
442,258
|
|
|
1,099,714
|
|
|
776,214
|
|
||||
Jeans
|
|
2,491,769
|
|
|
|
623,266
|
|
|
2,597,623
|
|
|
2,690,059
|
|
||||
Other
|
|
124,058
|
|
|
|
20,285
|
|
|
113,145
|
|
|
118,074
|
|
||||
Total segment revenues
|
|
$
|
13,848,660
|
|
|
|
$
|
3,045,446
|
|
|
$
|
11,811,177
|
|
|
$
|
11,026,147
|
|
Segment profit:
|
|
|
|
|
|
|
|
|
|
||||||||
Outdoor
|
|
$
|
544,425
|
|
|
|
$
|
44,673
|
|
|
$
|
537,543
|
|
|
$
|
594,485
|
|
Active
|
|
1,125,709
|
|
|
|
237,620
|
|
|
805,843
|
|
|
628,163
|
|
||||
Work
|
|
220,670
|
|
|
|
40,024
|
|
|
163,585
|
|
|
137,301
|
|
||||
Jeans
|
|
300,502
|
|
|
|
103,805
|
|
|
406,524
|
|
|
479,179
|
|
||||
Other
|
|
457
|
|
|
|
(3,074
|
)
|
|
(3,090
|
)
|
|
(4,809
|
)
|
||||
Total segment profit
|
|
2,191,763
|
|
|
|
423,048
|
|
|
1,910,405
|
|
|
1,834,319
|
|
||||
Impairment of goodwill and intangible assets
(a)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(79,644
|
)
|
||||
Corporate and other expenses
(b) (c)
|
|
(578,934
|
)
|
|
|
(107,750
|
)
|
|
(408,030
|
)
|
|
(384,413
|
)
|
||||
Interest expense, net
|
|
(85,425
|
)
|
|
|
(21,165
|
)
|
|
(85,880
|
)
|
|
(85,546
|
)
|
||||
Income from continuing operations before income taxes
|
|
$
|
1,527,404
|
|
|
|
$
|
294,133
|
|
|
$
|
1,416,495
|
|
|
$
|
1,284,716
|
|
(a)
|
Represents goodwill and intangible asset impairment charges in 2016 related to the Outdoor segment (
lucy
®
brand discussed in Notes 8, 9 and 22). The impairment charges were excluded from the profit of the Outdoor segment since they are not part of the ongoing operations of the business.
|
(b)
|
Reflects a
$50.9 million
pension settlement charge in 2016 (Note 15).
|
(c)
|
Certain corporate overhead and other costs of,
$16.6 million
and
$44.3 million
during the years ended December
2017
and
2016
, respectively, previously allocated to the former Sportswear, Imagewear, Outdoor & Action Sports and Contemporary Brands segments for segment reporting purposes, have been reallocated to continuing operations as discussed in Note 4.
|
|
|
March
|
|
|
March
|
|
December
|
||||||
(In thousands)
|
|
2019
|
|
|
2018
|
|
2017
|
||||||
Segment assets:
|
|
|
|
|
|
|
|
||||||
Outdoor
|
|
$
|
1,108,274
|
|
|
|
$
|
924,870
|
|
|
$
|
1,082,264
|
|
Active
|
|
981,033
|
|
|
|
873,737
|
|
|
686,991
|
|
|||
Work
|
|
742,329
|
|
|
|
669,641
|
|
|
657,025
|
|
|||
Jeans
|
|
720,620
|
|
|
|
710,481
|
|
|
629,648
|
|
|||
Other
|
|
99,570
|
|
|
|
91,299
|
|
|
80,667
|
|
|||
Total segment assets
|
|
3,651,826
|
|
|
|
3,270,028
|
|
|
3,136,595
|
|
|||
Cash and equivalents
|
|
543,011
|
|
|
|
680,762
|
|
|
563,483
|
|
|||
Property, plant and equipment, net
|
|
1,057,268
|
|
|
|
1,011,617
|
|
|
1,014,638
|
|
|||
Intangible assets and goodwill
|
|
3,779,161
|
|
|
|
3,813,329
|
|
|
3,782,425
|
|
|||
Other assets
|
|
1,325,519
|
|
|
|
1,161,994
|
|
|
1,080,661
|
|
|||
Assets of discontinued operations
|
|
—
|
|
|
|
373,580
|
|
|
380,700
|
|
|||
Consolidated assets
|
|
$
|
10,356,785
|
|
|
|
$
|
10,311,310
|
|
|
$
|
9,958,502
|
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Depreciation and amortization expense:
(a)
|
|
|
|
|
|
|
|
|
|
||||||||
Outdoor
|
|
$
|
82,259
|
|
|
|
$
|
16,998
|
|
|
$
|
86,838
|
|
|
$
|
83,070
|
|
Active
|
|
73,395
|
|
|
|
18,953
|
|
|
70,219
|
|
|
66,031
|
|
||||
Work
|
|
34,446
|
|
|
|
10,149
|
|
|
12,926
|
|
|
5,051
|
|
||||
Jeans
|
|
38,505
|
|
|
|
8,710
|
|
|
35,586
|
|
|
39,237
|
|
||||
Other
|
|
2,542
|
|
|
|
609
|
|
|
3,560
|
|
|
3,537
|
|
||||
Corporate
|
|
69,858
|
|
|
|
15,501
|
|
|
68,016
|
|
|
57,290
|
|
||||
|
|
$
|
301,005
|
|
|
|
$
|
70,920
|
|
|
$
|
277,145
|
|
|
$
|
254,216
|
|
(a)
|
Excludes $
0.6 million
,
$14.0 million
and
$27.4 million
of depreciation and amortization related to discontinued operations in the three months ended March
2018
and the years ended December
2017
and
2016
, respectively. These amounts are included in depreciation and amortization in our Consolidated Statements of Cash Flows as we did not segregate cash flows related to discontinued operations (Note 4).
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Total revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
8,126,280
|
|
|
|
$
|
1,643,991
|
|
|
$
|
6,923,749
|
|
|
$
|
6,669,026
|
|
Foreign, primarily Europe
|
|
5,722,380
|
|
|
|
1,401,455
|
|
|
4,887,428
|
|
|
4,357,121
|
|
||||
|
|
$
|
13,848,660
|
|
|
|
$
|
3,045,446
|
|
|
$
|
11,811,177
|
|
|
$
|
11,026,147
|
|
Property, plant and equipment:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
644,839
|
|
|
|
$
|
605,487
|
|
|
$
|
607,437
|
|
|
|
||
Foreign, primarily Europe
|
|
412,429
|
|
|
|
406,130
|
|
|
407,201
|
|
|
|
|||||
|
|
$
|
1,057,268
|
|
|
|
$
|
1,011,617
|
|
|
$
|
1,014,638
|
|
|
|
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Minimum rent expense
|
|
$
|
386,544
|
|
|
|
$
|
104,235
|
|
|
$
|
355,217
|
|
|
$
|
337,879
|
|
Contingent rent expense
|
|
34,267
|
|
|
|
6,791
|
|
|
24,410
|
|
|
18,062
|
|
||||
Rent expense
|
|
$
|
420,811
|
|
|
|
$
|
111,026
|
|
|
$
|
379,627
|
|
|
$
|
355,941
|
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands, except per share amounts)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Earnings per share — basic:
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
1,259,004
|
|
|
|
$
|
261,164
|
|
|
$
|
721,209
|
|
|
$
|
1,078,854
|
|
Weighted average common shares outstanding
|
|
395,189
|
|
|
|
395,253
|
|
|
399,223
|
|
|
416,103
|
|
||||
Earnings per share from continuing operations
|
|
$
|
3.19
|
|
|
|
$
|
0.66
|
|
|
$
|
1.81
|
|
|
$
|
2.59
|
|
Earnings per share — diluted:
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
1,259,004
|
|
|
|
$
|
261,164
|
|
|
$
|
721,209
|
|
|
$
|
1,078,854
|
|
Weighted average common shares outstanding
|
|
395,189
|
|
|
|
395,253
|
|
|
399,223
|
|
|
416,103
|
|
||||
Incremental shares from stock options and other dilutive securities
|
|
5,307
|
|
|
|
6,023
|
|
|
4,336
|
|
|
5,978
|
|
||||
Adjusted weighted average common shares outstanding
|
|
400,496
|
|
|
|
401,276
|
|
|
403,559
|
|
|
422,081
|
|
||||
Earnings per share from continuing operations
|
|
$
|
3.14
|
|
|
|
$
|
0.65
|
|
|
$
|
1.79
|
|
|
$
|
2.56
|
|
•
|
Level 1 — Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 — Significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities, or (iii) information derived from or corroborated by observable market data.
|
•
|
Level 3 — Prices or valuation techniques that require significant unobservable data inputs. These inputs would normally be VF’s own data and judgments about assumptions that market participants would use in pricing the asset or liability.
|
|
Total Fair
Value
|
|
Fair Value Measurement Using
(a)
|
||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
March 2019
|
|
|
|
|
|
|
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
248,560
|
|
|
$
|
248,560
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Time deposits
|
8,257
|
|
|
8,257
|
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments
|
92,771
|
|
|
—
|
|
|
92,771
|
|
|
—
|
|
||||
Investment securities
|
186,698
|
|
|
176,209
|
|
|
10,489
|
|
|
—
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
22,337
|
|
|
—
|
|
|
22,337
|
|
|
—
|
|
||||
Deferred compensation
|
199,336
|
|
|
—
|
|
|
199,336
|
|
|
—
|
|
||||
|
Total Fair
Value
|
|
Fair Value Measurement Using
(a)
|
||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
March 2018
|
|
|
|
|
|
|
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
185,118
|
|
|
$
|
185,118
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Time deposits
|
7,714
|
|
|
7,714
|
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments
|
31,400
|
|
|
—
|
|
|
31,400
|
|
|
—
|
|
||||
Investment securities
|
194,160
|
|
|
183,802
|
|
|
10,358
|
|
|
—
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
106,174
|
|
|
—
|
|
|
106,174
|
|
|
—
|
|
||||
Deferred compensation
|
227,808
|
|
|
—
|
|
|
227,808
|
|
|
—
|
|
||||
|
Total Fair
Value
|
|
Fair Value Measurement Using
(a)
|
||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
December 2017
|
|
|
|
|
|
|
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
265,432
|
|
|
$
|
265,432
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Time deposits
|
13,591
|
|
|
13,591
|
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments
|
22,970
|
|
|
—
|
|
|
22,970
|
|
|
—
|
|
||||
Investment securities
|
197,837
|
|
|
185,723
|
|
|
12,114
|
|
|
—
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
100,038
|
|
|
—
|
|
|
100,038
|
|
|
—
|
|
||||
Deferred compensation
|
235,359
|
|
|
—
|
|
|
235,359
|
|
|
—
|
|
(a)
|
There were no transfers among the levels within the fair value hierarchy during the year ended March
2019
, the
three months ended March 2018
or the year ended December
2017
.
|
|
|
Fair Value of Derivatives
with Unrealized Gains
|
|
|
Fair Value of Derivatives
with Unrealized Losses
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||||||||
Foreign currency exchange contracts designated as hedging instruments
|
|
$
|
92,356
|
|
|
|
$
|
21,496
|
|
|
$
|
17,639
|
|
|
|
$
|
(21,798
|
)
|
|
|
$
|
(105,795
|
)
|
|
$
|
(99,606
|
)
|
Foreign currency exchange contracts not designated as hedging instruments
|
|
415
|
|
|
|
9,904
|
|
|
5,331
|
|
|
|
(539
|
)
|
|
|
(379
|
)
|
|
(432
|
)
|
||||||
Total derivatives
|
|
$
|
92,771
|
|
|
|
$
|
31,400
|
|
|
$
|
22,970
|
|
|
|
$
|
(22,337
|
)
|
|
|
$
|
(106,174
|
)
|
|
$
|
(100,038
|
)
|
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||||||||||||||
(In thousands)
|
|
Derivative
Asset
|
|
Derivative Liability
|
|
|
Derivative
Asset
|
|
Derivative Liability
|
|
Derivative
Asset
|
|
Derivative Liability
|
||||||||||||
Gross amounts presented in the Consolidated Balance Sheets
|
|
$
|
92,771
|
|
|
$
|
(22,337
|
)
|
|
|
$
|
31,400
|
|
|
$
|
(106,174
|
)
|
|
$
|
22,970
|
|
|
$
|
(100,038
|
)
|
Gross amounts not offset in the Consolidated Balance Sheets
|
|
(22,274
|
)
|
|
22,274
|
|
|
|
(20,918
|
)
|
|
20,918
|
|
|
(18,313
|
)
|
|
18,313
|
|
||||||
Net amounts
|
|
$
|
70,497
|
|
|
$
|
(63
|
)
|
|
|
$
|
10,482
|
|
|
$
|
(85,256
|
)
|
|
$
|
4,657
|
|
|
$
|
(81,725
|
)
|
(In thousands)
|
|
March 2019
|
|
|
March 2018
|
|
December 2017
|
||||||
Other current assets
|
|
$
|
83,582
|
|
|
|
$
|
26,741
|
|
|
$
|
20,771
|
|
Accrued liabilities (Note 12)
|
|
(18,590
|
)
|
|
|
(96,087
|
)
|
|
(87,205
|
)
|
|||
Other assets (Note 10)
|
|
9,189
|
|
|
|
4,659
|
|
|
2,199
|
|
|||
Other liabilities (Note 14)
|
|
(3,747
|
)
|
|
|
(10,087
|
)
|
|
(12,833
|
)
|
(In thousands)
Cash Flow Hedging Relationships
|
|
Gain (Loss) on Derivatives Recognized in OCI
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
|||||||||||
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Foreign currency exchange
|
|
$
|
156,513
|
|
|
|
$
|
(25,530
|
)
|
|
$
|
(138,716
|
)
|
|
$
|
90,708
|
|
|
|
Gain (Loss) Reclassified
from Accumulated OCI into Income
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
(In thousands)
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
Location of Gain (Loss)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Net revenues
|
|
$
|
1,774
|
|
|
|
$
|
4,948
|
|
|
$
|
33,641
|
|
|
$
|
28,798
|
|
Cost of goods sold
|
|
(20,686
|
)
|
|
|
(13,286
|
)
|
|
610
|
|
|
84,613
|
|
||||
Selling, general and administrative expenses
|
|
(4,772
|
)
|
|
|
(1,981
|
)
|
|
(3,610
|
)
|
|
(4,314
|
)
|
||||
Other income (expense), net
|
|
355
|
|
|
|
(2,427
|
)
|
|
(1,851
|
)
|
|
2,864
|
|
||||
Interest expense
|
|
(5,012
|
)
|
|
|
(1,214
|
)
|
|
(4,723
|
)
|
|
(4,504
|
)
|
||||
Total
|
|
$
|
(28,341
|
)
|
|
|
$
|
(13,960
|
)
|
|
$
|
24,067
|
|
|
$
|
107,457
|
|
|
|
Year Ended March
|
|
|
Three Months
Ended March
(Transition Period)
|
|
Year Ended December
|
||||||||||
(In thousands)
|
|
2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Income taxes paid, net of refunds
|
|
$
|
359,821
|
|
|
|
$
|
105,635
|
|
|
$
|
331,194
|
|
|
$
|
434,795
|
|
Interest paid, net of amounts capitalized
|
|
102,749
|
|
|
|
13,553
|
|
|
99,939
|
|
|
87,521
|
|
||||
Noncash transactions:
|
|
|
|
|
|
|
|
|
|
||||||||
Property, plant and equipment expenditures included in accounts payable or accrued liabilities
|
|
29,824
|
|
|
|
22,495
|
|
|
26,146
|
|
|
28,103
|
|
||||
Computer software costs included in accounts payable or accrued liabilities
|
|
14,842
|
|
|
|
21,144
|
|
|
22,880
|
|
|
15,143
|
|
(In thousands)
|
|
Year Ended March 2019 Charges
|
|
|
Three Months Ended March 2018 Charges
|
|
Year Ended December 2017 Charges
|
|
Year Ended December 2016 Charges
|
||||||||
Severance and employee-related benefits
|
|
$
|
79,693
|
|
|
|
$
|
14,927
|
|
|
$
|
22,611
|
|
|
$
|
50,395
|
|
Asset impairments
|
|
5,705
|
|
|
|
—
|
|
|
—
|
|
|
3,394
|
|
||||
Inventory write-downs
|
|
6,574
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Contract termination and other
|
|
15,643
|
|
|
|
—
|
|
|
4,436
|
|
|
1,310
|
|
||||
Total restructuring charges
|
|
$
|
107,615
|
|
|
|
$
|
14,927
|
|
|
$
|
27,047
|
|
|
$
|
55,099
|
|
(In thousands)
|
|
Year Ended March 2019 Charges
|
|
|
Three Months Ended March 2018 Charges
|
|
Year Ended December 2017 Charges
|
|
Year Ended December 2016 Charges
|
||||||||
Outdoor
|
|
$
|
38,952
|
|
|
|
$
|
4,550
|
|
|
$
|
10,393
|
|
|
$
|
14,137
|
|
Active
|
|
13,579
|
|
|
|
—
|
|
|
2,400
|
|
|
3,946
|
|
||||
Work
|
|
10,003
|
|
|
|
7,802
|
|
|
3,895
|
|
|
1,308
|
|
||||
Jeans
|
|
39,936
|
|
|
|
2,575
|
|
|
6,993
|
|
|
20,357
|
|
||||
Other
|
|
167
|
|
|
|
—
|
|
|
—
|
|
|
1,277
|
|
||||
Corporate
|
|
4,978
|
|
|
|
—
|
|
|
3,366
|
|
|
14,074
|
|
||||
Total
|
|
$
|
107,615
|
|
|
|
$
|
14,927
|
|
|
$
|
27,047
|
|
|
$
|
55,099
|
|
(In thousands)
|
|
Severance
|
|
Other
|
|
Total
|
|
||||||
Accrual at December 2016
|
|
$
|
49,728
|
|
|
$
|
878
|
|
|
$
|
50,606
|
|
|
Charges
|
|
22,611
|
|
|
4,436
|
|
|
27,047
|
|
|
|||
Cash payments and settlements
|
|
(37,349
|
)
|
|
(878
|
)
|
|
(38,227
|
)
|
|
|||
Adjustments to accruals
|
|
(2,783
|
)
|
|
—
|
|
|
(2,783
|
)
|
|
|||
Currency translation
|
|
1,601
|
|
|
—
|
|
|
1,601
|
|
|
|||
Accrual at December 2017
|
|
33,808
|
|
|
4,436
|
|
|
38,244
|
|
|
|||
Charges
|
|
14,927
|
|
|
—
|
|
|
14,927
|
|
|
|||
Cash payments and settlements
|
|
(4,658
|
)
|
|
(3,992
|
)
|
|
(8,650
|
)
|
|
|||
Adjustments to accruals
|
|
(1,033
|
)
|
|
—
|
|
|
(1,033
|
)
|
|
|||
Currency translation
|
|
101
|
|
|
—
|
|
|
101
|
|
|
|||
Accrual at March 2018
|
|
43,145
|
|
|
444
|
|
|
43,589
|
|
|
|||
Charges
|
|
79,693
|
|
|
15,643
|
|
|
95,336
|
|
|
|||
Cash payments and settlements
|
|
(35,530
|
)
|
|
(4,917
|
)
|
|
(40,447
|
)
|
|
|||
Adjustments to accruals
|
|
(5,800
|
)
|
|
100
|
|
|
(5,700
|
)
|
|
|||
Currency translation
|
|
(272
|
)
|
|
(235
|
)
|
|
(507
|
)
|
|
|||
Accrual at March 2019
|
|
$
|
81,236
|
|
|
$
|
11,035
|
|
|
$
|
92,271
|
|
|
(In thousands, except per share amounts)
|
First
Quarter (a) |
|
Second
Quarter (a) (b) |
|
Third
Quarter (a) (b) |
|
Fourth
Quarter (a) (b) (c) |
|
Full
Year |
|
||||||||||
Year Ended March 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
2,788,146
|
|
|
$
|
3,907,386
|
|
|
$
|
3,940,159
|
|
|
$
|
3,212,969
|
|
|
$
|
13,848,660
|
|
|
Operating income
|
230,882
|
|
|
658,669
|
|
|
591,905
|
|
|
194,384
|
|
|
1,675,840
|
|
|
|||||
Income from continuing operations
|
159,953
|
|
|
507,121
|
|
|
463,126
|
|
|
128,804
|
|
|
1,259,004
|
|
|
|||||
Income from discontinued operations, net of tax
|
405
|
|
|
—
|
|
|
383
|
|
|
—
|
|
|
788
|
|
|
|||||
Net income
|
$
|
160,358
|
|
|
$
|
507,121
|
|
|
$
|
463,509
|
|
|
$
|
128,804
|
|
|
$
|
1,259,792
|
|
|
Earnings per common share - basic
(g)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.41
|
|
|
$
|
1.28
|
|
|
$
|
1.17
|
|
|
$
|
0.33
|
|
|
$
|
3.19
|
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Total earnings per common share - basic
|
$
|
0.41
|
|
|
$
|
1.28
|
|
|
$
|
1.17
|
|
|
$
|
0.33
|
|
|
$
|
3.19
|
|
|
Earnings per common share - diluted
(g)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.40
|
|
|
$
|
1.26
|
|
|
$
|
1.16
|
|
|
$
|
0.32
|
|
|
$
|
3.14
|
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Total earnings per common share - diluted
|
$
|
0.40
|
|
|
$
|
1.26
|
|
|
$
|
1.16
|
|
|
$
|
0.32
|
|
|
$
|
3.15
|
|
|
Dividends per common share
|
$
|
0.46
|
|
|
$
|
0.46
|
|
|
$
|
0.51
|
|
|
$
|
0.51
|
|
|
$
|
1.94
|
|
|
(In thousands, except per share amounts)
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter (d) (e) |
|
Full
Year |
|
||||||||||
Year Ended December 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
2,500,340
|
|
|
$
|
2,268,620
|
|
|
$
|
3,392,934
|
|
|
$
|
3,649,283
|
|
|
$
|
11,811,177
|
|
|
Operating income
(f)
|
293,207
|
|
|
159,676
|
|
|
575,527
|
|
|
484,619
|
|
|
1,513,029
|
|
|
|||||
Income (loss) from continuing operations
|
213,276
|
|
|
107,092
|
|
|
473,820
|
|
|
(72,979
|
)
|
|
721,209
|
|
|
|||||
Loss (income) from discontinued operations, net of tax
|
(4,113
|
)
|
|
2,797
|
|
|
(87,680
|
)
|
|
(17,290
|
)
|
|
(106,286
|
)
|
|
|||||
Net income
|
$
|
209,163
|
|
|
$
|
109,889
|
|
|
$
|
386,140
|
|
|
$
|
(90,269
|
)
|
|
$
|
614,923
|
|
|
Earnings (loss) per common share - basic
(g)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.52
|
|
|
$
|
0.27
|
|
|
$
|
1.20
|
|
|
$
|
(0.18
|
)
|
|
$
|
1.81
|
|
|
Discontinued operations
|
(0.01
|
)
|
|
0.01
|
|
|
(0.22
|
)
|
|
(0.04
|
)
|
|
(0.27
|
)
|
|
|||||
Total earnings (loss) per common share - basic
|
$
|
0.51
|
|
|
$
|
0.28
|
|
|
$
|
0.98
|
|
|
$
|
(0.23
|
)
|
|
$
|
1.54
|
|
|
Earnings (loss) per common share - diluted
(g)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.51
|
|
|
$
|
0.27
|
|
|
$
|
1.19
|
|
|
$
|
(0.18
|
)
|
|
$
|
1.79
|
|
|
Discontinued operations
|
(0.01
|
)
|
|
0.01
|
|
|
(0.22
|
)
|
|
(0.04
|
)
|
|
(0.26
|
)
|
|
|||||
Total earnings (loss) per common share - diluted
|
$
|
0.50
|
|
|
$
|
0.27
|
|
|
$
|
0.97
|
|
|
$
|
(0.23
|
)
|
|
$
|
1.52
|
|
|
Dividends per common share
|
$
|
0.42
|
|
|
$
|
0.42
|
|
|
$
|
0.42
|
|
|
$
|
0.46
|
|
|
$
|
1.72
|
|
|
(a)
|
VF recorded transaction and deal-related costs of
$18.8 million
(
$15.3 million
after-tax),
$53.2 million
(
$45.5 million
after-tax),
$62.6 million
(
$47.5 million
after-tax) and
$57.1 million
(
$43.7 million
after-tax) during the three months ended June 30, 2018, September 29, 2018, December 29, 2018 and March 30, 2019, respectively. Full year transaction and deal-related costs totaled
$191.7 million
(
$152.0 million
after-tax). Transaction and deal-related costs include acquisition and integration costs related to the acquisitions of Williamson-Dickie, Icebreaker and Altra, and divestiture costs related to the sale of the
Reef
®
brand business. The costs also include separation and related expenses associated with the planned spin-off of the Jeans business and non-operating losses on sale related primarily to the divestitures of the
Reef
®
brand business and Van Moer business.
|
(b)
|
VF recorded relocation costs of
$10.7 million
(
$8.0 million
after-tax),
$6.0 million
(
$4.4 million
after-tax) and
$30.7 million
(
$22.9 million
after-tax) during the three months ended September 29, 2018, December 29, 2018 and March 30, 2019, respectively. Full year relocation costs totaled
$47.4 million
(
$35.3 million
after-tax). Relocation costs primarily include costs associated with the relocation of VF's global headquarters and certain brands to Denver, Colorado.
|
(c)
|
VF recorded costs related to strategic business decisions to cease operations in Argentina and planned business model changes in certain other countries in Central and South America, which totaled
$30.5 million
(
$30.5 million
after-tax) during the three months ended March 30, 2019.
|
(d)
|
VF recorded transaction and deal-related costs of
$15.6 million
(
$13.6 million
after-tax) during the fourth quarter of the year ended December 2017.
|
(e)
|
VF recorded a
$465.5 million
provisional tax charge during the fourth quarter of the year ended December 2017 related to the transitional impact of the Tax Act (Note 18).
|
(f)
|
In the first quarter of Fiscal 2019, VF adopted ASU 2017-07,
"Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost"
and restated the prior periods to conform to current year presentation. Operating income increased and other income (expense), net decreased by
$3.5 million
,
$1.6 million
,
$1.5 million
and
$3.3 million
for the three months ended April 1, 2017, July, 1 2017, September 30, 2017 and December 30, 2017, respectively. Full year operating income increased and other income (expense), net decreased by
$9.9 million
.
|
(g)
|
Per share amounts are computed independently for each quarter presented using unrounded numbers. The sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding and rounding.
|
COL. A
|
COL. B
|
|
COL. C
|
|
COL. D
|
|
COL. E
|
|
||||||||||||
|
|
|
ADDITIONS
|
|
|
|
|
|
||||||||||||
Description
|
Balance at
Beginning
of Period
|
|
(1)
Charged to
Costs and
Expenses
|
|
(2)
Charged to
Other
Accounts
|
|
Deductions
|
|
Balance at
End of
Period
|
|
||||||||||
(In thousands)
|
|
|
||||||||||||||||||
Year Ended March 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
24,993
|
|
|
$
|
22,553
|
|
|
$
|
—
|
|
|
$
|
19,170
|
|
(a)
|
$
|
28,376
|
|
|
Valuation allowance for deferred income tax assets
|
$
|
226,269
|
|
|
—
|
|
|
—
|
|
|
38,011
|
|
(b)
|
$
|
188,258
|
|
|
|||
Three Months Ended March 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
26,266
|
|
|
2,659
|
|
|
—
|
|
|
3,932
|
|
(a)
|
$
|
24,993
|
|
|
|||
Other accounts receivable allowances
|
$
|
208,995
|
|
|
465,413
|
|
|
—
|
|
|
478,453
|
|
(c)
|
$
|
195,955
|
|
|
|||
Valuation allowance for deferred income tax assets
|
$
|
225,141
|
|
|
—
|
|
|
1,128
|
|
(d)
|
—
|
|
|
$
|
226,269
|
|
|
|||
Year Ended December 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
20,538
|
|
|
21,046
|
|
|
—
|
|
|
15,318
|
|
(a)
|
$
|
26,266
|
|
|
|||
Other accounts receivable allowances
|
$
|
157,835
|
|
|
1,613,257
|
|
|
—
|
|
|
1,562,097
|
|
(c)
|
$
|
208,995
|
|
|
|||
Valuation allowance for deferred income tax assets
|
$
|
114,990
|
|
|
—
|
|
|
110,151
|
|
(d)
|
—
|
|
|
$
|
225,141
|
|
|
|||
Year Ended December 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
22,990
|
|
|
16,684
|
|
|
—
|
|
|
19,136
|
|
(a)
|
$
|
20,538
|
|
|
|||
Other accounts receivable allowances
|
$
|
161,745
|
|
|
1,482,855
|
|
|
—
|
|
|
1,486,765
|
|
(c)
|
$
|
157,835
|
|
|
|||
Valuation allowance for deferred income tax assets
|
$
|
100,951
|
|
|
—
|
|
|
14,039
|
|
(d)
|
—
|
|
|
$
|
114,990
|
|
|
(a)
|
Deductions include accounts written off, net of recoveries, and the effects of foreign currency translation.
|
(b)
|
Deductions relate to changes in circumstances which increase the amount of deferred income tax assets that will, more likely than not, be realized, and the effects of foreign currency translation.
|
(c)
|
Deductions include discounts, markdowns and returns, and the effects of foreign currency translation.
|
(d)
|
Additions relate to circumstances where it is more likely than not that deferred income tax assets will not be realized and the effects of foreign currency translation.
|
•
|
the sum calculated by the Company of the present value of the remaining scheduled payments of principal and interest on the Notes to be redeemed if such Notes matured on the Make Whole Call Date (excluding any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on an annual basis (assuming ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below), plus 15 basis points,
|
(1)
|
to any tax, assessment or other governmental charge that is imposed by reason of the holder of a Note (or the beneficial owner for whose benefit such holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
|
(a)
|
having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment or the enforcement of any rights under the Indenture or the Notes), including being or having been a citizen or resident of the United States, being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
|
(b)
|
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;
|
(c)
|
being or having been a “10-percent shareholder” of the Company as defined in Section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended to the date hereof (the “Code”), or any successor provision; or
|
(d)
|
being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
|
(2)
|
to any holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment
|
(3)
|
to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or beneficial owner of the Notes to comply, to the extent it is legally able to do so, with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the Notes, if compliance is requested with proper notice and required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
|
(4)
|
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the payment;
|
(5)
|
to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;
|
(6)
|
to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding by at least one other paying agent;
|
(7)
|
to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
|
(8)
|
to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or
|
(9)
|
in the case of any combination of items (1), (2), (3), (4), (5), (6), (7) and (8).
|
•
|
accept for payment all Notes or portions of Notes (in integral multiples of €1,000) properly tendered pursuant to our offer;
|
•
|
deposit with the paying agent an amount equal to the aggregate repurchase price in respect of all Notes or portions of Notes properly tendered; and
|
•
|
deliver or cause to be delivered to the trustee the Notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of Notes being purchased by us.
|
•
|
Changes requiring holder approval
. First, the consent of each affected Note holder is required to:
|
•
|
change the stated maturity of the principal or interest on a Note;
|
•
|
reduce any amounts due on a Note;
|
•
|
reduce the amount of principal payable upon acceleration of the maturity of a Note following a default;
|
•
|
change the place or currency of payment on a Note;
|
•
|
impair a holder’s right to sue for payment;
|
•
|
reduce the percentage of holders of Notes whose consent is needed to modify or amend the Indenture;
|
•
|
reduce the percentage of holders of Notes whose consent is needed to waive compliance with certain provisions of the Indenture or to waive certain defaults; or
|
•
|
modify any other aspect of the provisions dealing with modification and waiver of the Indenture.
(See Section 9.02 of the Base Indenture)
|
•
|
Changes requiring a majority vote
. The second type of change to the Indenture and the Notes requires a vote in favor by holders of Notes owning a majority of the outstanding aggregate principal amount of each series of Notes affected. Most changes fall into this category. A majority vote would also be required for us to obtain a waiver of all or part of the restrictive covenants described below, or a waiver of a past default. However, we cannot obtain a waiver of a payment default or any other aspect of the Indenture or the Notes listed in the first category described above under “—Changes requiring holder approval” unless we obtain individual holder consent to the waiver.
(See Sections 5.13 and 9.02 of the Base Indenture)
|
•
|
Changes not requiring holder approval
. The third type of change does not require any vote by holders of Notes. This type is limited to clarifications and certain other changes that would not adversely affect holders of the Notes.
(See Section 9.01 of the Base Indenture)
|
(i)
|
Mortgages on property, shares of stock or indebtedness of or guaranteed by any corporation existing at the time such corporation becomes a Restricted Subsidiary;
|
(ii)
|
Mortgages on property existing at the time of acquisition thereof, or to secure the payment of all or part of the purchase price of such property, or to secure debt incurred or guaranteed for the purpose of financing all or part of the purchase price of such property or construction or improvements thereon, which debt is incurred or guaranteed prior to, at the time of, or within 120 days after the later of such acquisition, completion of such improvements or construction, or commencement of full operation of such property;
|
(iii)
|
Mortgages securing debt owing by any Restricted Subsidiary to the Company or another Restricted Subsidiary;
|
(iv)
|
Mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with us or a Restricted Subsidiary or at the time of a purchase, lease or other acquisition of the property of a corporation or firm as an entirety or substantially as an entirety by us or a Restricted Subsidiary;
|
(v)
|
Mortgages on our property or that of a Restricted Subsidiary in favor of the United States or any state or political subdivision thereof, or in favor of any other country or political subdivision thereof, to secure certain payments pursuant to any contract or statute or to secure any indebtedness incurred or guaranteed for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages (including, but not limited to, Mortgages incurred in connection with pollution control industrial revenue bond or similar financing);
|
(vi)
|
Mortgages existing on the date of the Indenture; and
|
(vii)
|
any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Mortgage referred to in any of the foregoing clauses.
|
(i)
|
the Company or such Restricted Subsidiary would be entitled under the Indenture to issue, assume or guarantee debt secured by a Mortgage upon such Principal Property at least equal in amount to the Attributable Debt (as defined below) in respect of such transaction without equally and ratably securing the Notes, provided that such Attributable Debt shall thereupon be deemed to be debt subject to the provisions described above under “—Restrictions on Mortgages and Other Liens,” or
|
(ii)
|
the Company applies, within 90 days of the effective date of such sale and leaseback transaction, an amount in cash equal to such Attributable Debt to the retirement (other than mandatory retirement or by way of payment at maturity) of non-subordinated debt of the Company or a Restricted Subsidiary which by its terms matures at, or is extendable or renewable at the sole option of the obligor without
|
(i)
|
such transactions involving leases with a term of up to three years,
|
(ii)
|
leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, or
|
(iii)
|
leases of any Principal Property entered into within 120 days after the later of the acquisition, completion of construction or commencement of full operation of such Principal Property.
|
(i)
|
the successor person is a corporation, partnership or trust organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia, and expressly assumes our obligations on the Notes and under the Indenture;
|
(ii)
|
immediately after giving effect to such transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, would occur and be continuing; and
|
(iii)
|
after giving effect to such transaction, neither we nor the successor person, as the case may be, would have outstanding indebtedness secured by any mortgage or other encumbrance prohibited by the provisions of our restrictive covenant relating to liens or, if so, shall have secured the Notes equally
|
•
|
we deposit in trust for the benefit of all direct holders of the Notes cash in euros or euro-denominated European Government Obligations (defined below) or a combination thereof that, in the opinion of a nationally recognized firm of independent public accountants, will generate enough cash to make interest, principal and any other payments on the Notes as such payments become due;
|
•
|
there is a change in U.S. federal income tax law or an Internal Revenue Service ruling that permits us to make the above deposit without causing the beneficial owners of the Notes to be taxed on the Notes any differently than if we did not make the deposit and simply repaid the Notes; and
|
•
|
we deliver to the trustee a legal opinion of our counsel confirming the tax law change described above.
|
•
|
deposit in trust for the benefit of all direct holders of the Notes cash in euros or euro-denominated European Government Obligations or a combination thereof that, in the opinion of a nationally recognized firm of independent public accountants, will generate enough cash to make interest, principal and any other payments on the Notes as such payments become due; and
|
•
|
deliver to the trustee a legal opinion of our counsel confirming that under current U.S. federal income tax law we may make the above deposit without causing the beneficial owners of the Notes to be taxed on the notes any differently than if we did not make the deposit and simply repaid the notes.
|
•
|
our obligations regarding the conduct of our business described above under “—Covenants,” and any other covenants applicable to the Notes described in this summary;
|
•
|
the conditions to our engaging in a merger or similar transaction, as described above under “—Covenants—Mergers and Similar Events”; and
|
•
|
the events of default relating to breaches of covenants, certain events in bankruptcy, insolvency or reorganization, and acceleration of the maturity of other debt, described below under “—Events of Default.”
|
•
|
we do not pay interest on a Note within 30 days of its due date;
|
•
|
we do not pay the principal or any premium on a Note on its due date;
|
•
|
we remain in breach of a restrictive covenant or any other term of the Indenture for 60 days after we receive a notice of default stating we are in breach. The notice must be sent by the trustee or holders of 10% of the outstanding aggregate principal amount of the Notes;
|
•
|
we default under any other indebtedness having an aggregate principal amount outstanding of $100,000,000 or more in the aggregate, our obligation to repay is accelerated, and this repayment obligation remains accelerated for ten days after we receive a notice of default under the Notes as described in the previous bullet point; or
|
•
|
we file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur.
(See Section 3.01 of the Base Indenture)
|
•
|
the holder must give the trustee written notice that an event of default has occurred and remains uncured;
|
•
|
the holders of 25% in aggregate principal amount of all the outstanding Notes must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action;
|
•
|
the holders of a majority in aggregate principal amount of all the outstanding Notes must not have given the trustee any direction inconsistent with that request; and
|
•
|
the trustee must have not taken action for 60 days after the receipt of the above notice and offer of indemnity.
(See Section 5.07 of the Base Indenture)
|
•
|
transfers of securities and cash within Euroclear;
|
•
|
withdrawal of securities and cash from Euroclear; and
|
•
|
receipt of payments with respect to securities in Euroclear.
|
•
|
Clearstream or Euroclear is no longer willing or able to discharge its responsibilities properly, and neither the trustee nor we have approved a qualified successor within 90 days; or
|
•
|
upon the request of a holder upon the occurrence and continuance of an event of default with respect to the Notes entitling the holders to accelerate the maturity thereof,
|
Entity Name
|
Jurisdiction
|
20X DE Mexico, S.A. DE C.V.
|
Mexico
|
4341481 Canada Inc. (aka Vetements Merino Icebreaker)
|
Canada
|
530 Park Avenue (10-F) Properties, LLC
|
Delaware
|
530 Park Avenue (14-H) Properties, LLC
|
Delaware
|
Administradora Mexico de Servicios, S. de R.L. de C.V.
|
Mexico
|
Administradora WD Honduras, S.A.
|
Honduras
|
All Crown S.A.
|
Argentina
|
Altra LLC
|
Utah
|
Arsenal Fashion España, S.L.
|
Spain
|
Beyko - Beyko Konfeksiyon Ic ve Dis Ticaret Limited Sirketi
|
Turkey
|
Blue Bell Wrangler Do Brasil Indus De Conf LTDA
|
Brazil
|
C.C.R.L., LLC
|
California
|
Corporacion Distribudora Dickies S. de R.L. de C.V.
|
Mexico
|
Cutler de Mexico SA
|
Mexico
|
Czech Distribution Services s.r.o.
|
Czech Republic
|
Dickies de Honduras, S.A.
|
Honduras
|
Dickies de Parras, S. de R.L. de C.V.
|
Mexico
|
DSI Enterprises, LLC
|
Delaware
|
Eagle Creek Europe, Ltd.
|
Ireland
|
Eagle Creek, Inc.
|
California
|
Etablissenmenten Van Moer N.V
|
Belgium
|
Green Sport Monte Bianco Srl
|
Italy
|
GS Holding S.R.I. (Italy)
|
Italy
|
H.D. Lee Apparel Ltd.
|
China
|
Icebreaker Australia Pty Limited
|
Australia
|
Icebreaker Australia Retail Pty Limtied
|
Australia
|
Icebreaker Czech Republic s.ro
|
Czech Republic
|
Icebreaker Europe Limited
|
New Zealand
|
Icebreaker France S.a.r.l.
|
France
|
Icebreaker GC Trust Limited
|
New Zealand
|
Icebreaker Holdings Limited
|
New Zealand
|
Icebreaker Limited
|
New Zealand
|
Icebreaker Merino Clothing Europe Limited
|
New Zealand
|
Icebreaker Merino Clothing Inc.
|
Canada
|
Icebreaker New Zealand Limited
|
New Zealand
|
Icebreaker Pure Merino GmbH
|
Germany
|
Icebreaker Switzerland S.a.r.l.
|
Switzerland
|
Imagewear Apparel Corp.
|
Delaware
|
Industrial Laundry Services, LLC
|
Texas
|
Industrias Coahuila de Zaragoza, S. de R.L. de C.V.
|
Mexico
|
Inversiones Inmobiliarias Australes S.A.
|
Argentina
|
Inversiones VF Chile Dos Limitada
|
Chile
|
Entity Name
|
Jurisdiction
|
Inversiones VF Chile Limitada
|
Chile
|
Jansport Apparel Corp.
|
Delaware
|
Jeanswear DE Guatemala, Sociedad Anonima
|
Guatemala
|
Jeanswear Mexico Holdings, LLC
|
Delaware
|
Jeanswear Receivables, LLC
|
Delaware
|
Jeanswear Services, LLC
|
Delaware
|
Jeanswear Ventures, LLC
|
Delaware
|
KBI International Holdings, LLC
|
Delaware
|
Kipling Apparel Corp.
|
Delaware
|
Kipling Holdings, LLC
|
Delaware
|
Kipling Retail, LLC
|
Delaware
|
Kodiak Group Holdings Co.
|
Canada
|
Kontoor Brands, Inc.
|
North Carolina
|
Kontoor Enterprises, LLC
|
Delaware
|
Lee Bell, Inc.
|
Delaware
|
LeeWrangler Apparel (China) Co., Ltd.
|
China
|
LeeWrangler Apparel (Foshan) Co., Ltd.
|
China
|
LeeWrangler Apparel (Shanghai) Co., Ltd.
|
China
|
LeeWrangler Asia Ltd
|
Hong Kong
|
LeeWrangler Austria GmbH
|
Austria
|
LeeWrangler Belgium BVBA
|
Belgium
|
LeeWrangler Belgium Services BVBA
|
Belgium
|
LeeWrangler Czech Republic s.r.o.
|
Czech Republic
|
LeeWrangler Enterprises SpinCo Sagl
|
Switzerland
|
LeeWrangler France S.A.S.
|
France
|
LeeWrangler Germany GmbH
|
Germany
|
LeeWrangler Hellas IKE
|
Greece
|
LeeWrangler Hong Kong Ltd
|
Hong Kong
|
LeeWrangler Hungary KFT
|
Hungary
|
LeeWrangler International Sagl
|
Switzerland
|
LeeWrangler Investments Holding Sagl
|
Switzerland
|
LeeWrangler Italy Holding S.r.l.
|
Italy
|
LeeWrangler Italy Retail S.r.l.
|
Italy
|
LeeWrangler Italy S.r.l.
|
Italy
|
LeeWrangler Mexico Holding Sagl
|
Switzerland
|
LeeWrangler MMB Investments Sagl
|
Switzerland
|
LeeWrangler Netherlands B.V.
|
Netherlands
|
LeeWrangler Netherlands Retail B.V.
|
Netherlands
|
LeeWrangler Poland sp.z.o.o.
|
Poland
|
LeeWrangler Portugal Lda
|
Portugal
|
LeeWrangler Slovakia s.r.o.
|
Slovakia
|
LeeWrangler Spain S.L.U.
|
Spain
|
LeeWrangler Sweden AB
|
Sweden
|
LeeWrangler Switzerland Holding Sagl
|
Switzerland
|
LeeWrangler Transglobal Sagl
|
Switzerland
|
Entity Name
|
Jurisdiction
|
Lee Wrangler U.K. Holdings Limited
|
United Kingdom
|
LeeWrangler U.K. Limited
|
United Kingdom
|
LeeWrangler WH Sourcing Sagl
|
Switzerland
|
lucy apparel, llc
|
Delaware
|
Manufacturera Lee de Mexico, S. de R.L. de C.V.
|
Mexico
|
Manufacturera WR Alajuela, S.A.
|
Costa Rica
|
Mellow Properties, LLC
|
Delaware
|
Merino Retail, Inc.
|
Delaware
|
NII Sales - Texas, LLC
|
Texas
|
North East Rig-Out Limited
|
Scotland
|
North Elm Properties LLC
|
Delaware
|
NV Warehouse Co., Inc.
|
Delaware
|
Portland Design Exchange, Inc.
|
Delaware
|
Pro Skate Park Organization, LLC
|
Delaware
|
R&R Apparel Company, LLC
|
Delaware
|
Red Kap de Mexico, S. de R.L. de C.V.
|
Mexico
|
Retail Productivity Management, Inc.
|
Delaware
|
RKI de Honduras SRL
|
Honduras
|
Servicios y Promociones Textiles Limitada
|
Chile
|
Seven For All Mankind International, LLC
|
Delaware
|
South Cone, Inc.
|
California
|
TBL Investment Holdings GmbH
|
Switzerland
|
TBL Licensing LLC
|
Delaware
|
The H.D. Lee Company, Inc.
|
Delaware
|
The North Face (Italy) Srl
|
Italy
|
The North Face Apparel Corp.
|
Delaware
|
The North Face S.a.g.l.
|
Switzerland
|
The Recreational Footwear Company
|
Cayman Islands
|
TI Venture Group, Inc.
|
Delaware
|
Timberland (UK) Ltd.
|
United Kingdom
|
Timberland Asia LLC
|
Delaware
|
Timberland Europe B.V.
|
Netherlands
|
Timberland HK Trading Limited
|
Hong Kong
|
Timberland IDC Ltd.
|
United Kingdom
|
Timberland International, LLC
|
Delaware
|
Timberland Luxembourg Holding Asia S.àr.l.
|
Luxembourg
|
Timberland Netherlands Holding B.V.
|
Netherlands
|
Timberland Switzerland Holding GmbH
|
Switzerland
|
V.F. (J) Netherlands Services B.V.
|
Netherlands
|
V.F. Perú S.R.L.
|
Peru
|
Vans Madeira - Consultoria e Projectos, Lda.
|
Portugal
|
Vans Spain, S.L.
|
Spain
|
Vans, Inc.
|
Delaware
|
VF (CH) Mexico Investments Sagl
|
Switzerland
|
VF (Gibraltar) Enterprises Limited
|
Gibraltar
|
Entity Name
|
Jurisdiction
|
VF (J) France S.A.S.
|
France
|
VF (J) Nederland B.V.
|
Netherlands
|
VF Apparel (Shenzhen) Company Limited
|
China
|
VF Apparel Portugal Ltda
|
Portugal
|
VF Asia Limited
|
Hong Kong
|
VF Asia Pacific Jeanswear Limited
|
Hong Kong
|
VF Asia Pacific Sourcing S.a.r.l.
|
Luxembourg
|
VF Asia Sourcing Ltd.
|
Hong Kong
|
VF Austria GMBH
|
Austria
|
VF Belgium BVBA
|
Belgium
|
VF Brands India Private Limited
|
India
|
VF Brands Malaysia Sdn. Bhd.
|
Malaysia
|
VF Brands Pte. Ltd.
|
Singapore
|
VF Brands Taiwan Ltd
|
China
|
VF Canada Co.
|
Canada
|
VF CB Holdings, LLC
|
Delaware
|
VF CH Holdings GmbH
|
Switzerland
|
VF CH Imagewear Canada GmbH
|
Switzerland
|
VF CH-Mex Holdings, LLC
|
Delaware
|
VF China Limited
|
China
|
VF CIS (Russia) Limited Liability Company
|
Russian
|
VF Comercializadora Limitada
|
Chile
|
VF Czech S.R.O.
|
Czech Republic
|
VF Czech Services S.R.O.
|
Czech Republic
|
VF de Argentina S.A.
|
Argentina
|
VF Distribution Holdings GmbH
|
Switzerland
|
VF do Brasil, Ltda.
|
Brazil
|
VF Ege Soke Giyim Sanayi VE Ticaret A.S.
|
Turkey
|
VF Enterprises S.a.r.l.
|
Luxembourg
|
VF EU Investments, LLC
|
Delaware
|
VF Europe B.V.B.A.
|
Belgium
|
VF Germany Services GMBH
|
Germany
|
VF Germany Textil-Handels Gmbh
|
Germany
|
VF Global Investments S.a.r.l.
|
Luxembourg
|
VF Hellas E.P.E.
|
Greece
|
VF Holding S.a.g.l.
|
Switzerland
|
VF Holdings Mexico, LLC
|
Delaware
|
VF Hong Kong Limited
|
Hong Kong
|
VF Hungary Distribution Ltd.
|
Hungary
|
VF IB Holdings, LLC
|
Delaware
|
VF Imagewear Canada Co.
|
Canada
|
VF Imagewear CH Holdings GmbH
|
Switzerland
|
VF Imagewear de Mexico, S. de R.L. de C.V.
|
Mexico
|
VF Imagewear Majestic (UK) Limited
|
United Kingdom
|
VF Imagewear, Inc.
|
Delaware
|
Entity Name
|
Jurisdiction
|
VF Scandinavia ApS
|
Denmark
|
VF Services, LLC
|
Delaware
|
VF Servicios de El Salvador, Limitada de Capital Variable
|
El Salvador
|
VF Servicios de Guatemala Srl
|
Guatemala
|
VF Servicios de Honduras, S.A.
|
Honduras
|
VF Servicios de Nicaragua, Compañía de Responsabilidad Limitada
|
Nicaragua
|
VF Servicios Mexicana, S. de R.L. de C.V.
|
Mexico
|
VF Shanghai Limited
|
China
|
VF Shanghai Sourcing Ltd.
|
China
|
VF Slovakia, S.r.o.
|
Slovakia
|
VF Sourcing (Thailand) Ltd.
|
Thailand
|
VF Sourcing Asia S.a.r.l.
|
Luxembourg
|
VF Sourcing India Private Limited
|
India
|
VF Sourcing Latin America S.a.r.l.
|
Luxembourg
|
VF Sweden AB
|
Sweden
|
VF Taiwan Limited
|
Taiwan
|
VF Transglobal GmbH
|
Switzerland
|
VF Treasury Services LLC
|
Delaware
|
VFJ Ventures, LLC
|
Delaware
|
VFJ-CSS de Mexico, S.A. de C.V.
|
Mexico
|
VFSLA Commercial Services, LLC
|
Delaware
|
VFSLA Servicios, S. de R.L. de C.V.
|
Mexico
|
W-D Apparel Company, LLC
|
Delaware
|
Walls Cayman Limited
|
Cayman Islands
|
Walls Holding Company, LLC
|
Delaware
|
Walls Industries LLC
|
Delaware
|
Walls Trading (Shanghai), Ltd.
|
China
|
WD Europe SAS
|
France
|
WD Supply Holding Limited
|
Hong Kong
|
Williamson Industries Limited
|
Belize
|
Williamson-Dickie APAC Holding Company Limited
|
Hong Kong
|
Williamson-Dickie Apparel Trading (Shanghai) Co. Ltd. [Emperor's Guest]
|
China
|
Williamson-Dickie Canada Company
|
Canada
|
Williamson-Dickie Europe GmbH
|
Germany
|
Williamson-Dickie Europe Holdings Limited
|
United Kingdom
|
Williamson-Dickie Europe Limited
|
United Kingdom
|
Williamson-Dickie HK Holding Company Limited
|
Hong Kong
|
Williamson-Dickie Holding Company Mexico, S. de R.L. de C.V.
|
Mexico
|
Williamson-Dickie Japan Limited
|
Japan
|
Williamson-Dickie Management (Shanghai) Co. Ltd.
|
China
|
Williamson-Dickie Manufacturing Company, LLC
|
Delaware
|
Williamson-Dickie Nederland B.V
|
Netherlands
|
Williamson-Dickie Middle East FZE
|
United Arab Emirates
|
Workrite Uniform Canada, ULC
|
Canada
|
World Jeans VF Asia Limited and Partners
|
Egypt
|
(1)
|
|
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-32789), which constitutes Post-Effective Amendment No. 9 to Registration Statement on Form S-8 (No. 2-85579), Post-Effective Amendment No. 5 to Registration Statement on Form S-8 (No. 33-26566), Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (No. 33-55014) and Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (No. 33-60569);
|
(2)
|
|
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 033-41241);
|
(3)
|
|
Registration Statement on Form S-8 (No. 333-72267);
|
(4)
|
|
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-84193);
|
(5)
|
|
Registration Statement on Form S-8 (No. 333-94205);
|
(6)
|
|
Registration Statement on Form S-8 (No. 333-67502);
|
(7)
|
|
Registration Statement on Form S-8 (No. 333-118547);
|
(8)
|
|
Registration Statement on Form S-8 (No. 333-143077);
|
(9)
|
|
Registration Statement on Form S-8 (No. 333-166570);
|
(10)
|
|
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-188437), which constitutes Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-59727), Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-138458), Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (No. 333-33621), Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (No. 333-49023), and Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (No. 2-99945);
|
(11)
|
|
Registration Statement on Form S-8 (No. 333-188438);
|
(12)
|
|
Registration Statement on Form S-8 (No. 333-204098);
|
(13)
|
|
Registration Statement on Form S-3ASR (No. 333-223299).
|
|
|
|
|
V.F. CORPORATION
|
||||
ATTEST:
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
/s/ Laura C. Meagher
|
|
|
|
By:
|
|
/s/ Steven E. Rendle
|
|
|
Laura C. Meagher
|
|
|
|
|
|
Steven E. Rendle
|
|
|
Secretary
|
|
|
|
|
|
Chairman of the Board
|
|
|
|
|
|
||||
|
|
Principal Executive Officer:
|
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
|
||||
|
|
/s/ Steven E. Rendle
|
|
|
|
|
|
/s/ Scott A. Roe
|
|
|
Steven E. Rendle
|
|
|
|
|
|
Scott A. Roe
|
|
|
President and
Chief Executive Officer
|
|
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
||||
|
|
/s/ Richard T. Carucci
|
|
|
|
|
|
/s/ W. Rodney McMullen
|
|
|
Richard T. Carucci, Director
|
|
|
|
|
|
W. Rodney McMullen, Director
|
|
|
|
|
|
||||
|
|
/s/ Juliana L. Chugg
|
|
|
|
|
|
/s/ Clarence Otis, Jr.
|
|
|
Juliana L. Chugg, Director
|
|
|
|
|
|
Clarence Otis, Jr., Director
|
|
|
|
|
|
||||
|
|
/s/ Benno O. Dorer
|
|
|
|
|
|
/s/ Steven E. Rendle
|
|
|
Benno O. Dorer, Director
|
|
|
|
|
|
Steven E. Rendle, Director
|
|
|
|
|
|
||||
|
|
/s/ Mark S. Hoplamazian
|
|
|
|
|
|
/s/ Carol L. Roberts
|
|
|
Mark S. Hoplamazian, Director
|
|
|
|
|
|
Carol L. Roberts, Director
|
|
|
|
|
|
||||
|
|
/s/ Laura W. Lang
|
|
|
|
|
|
/s/ Matthew J. Shattock
|
|
|
Laura W. Lang, Director
|
|
|
|
|
|
Matthew J. Shattock, Director
|
|
|
|
|
|
||||
|
|
/s/ W. Alan McCollough
|
|
|
|
|
|
/s/ Veronica Wu
|
|
|
W. Alan McCollough, Director
|
|
|
|
|
|
Veronica Wu, Director
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
||
May 24, 2019
|
|
|
|
/s/ Steven E. Rendle
|
|
|
|
|
Steven E. Rendle
|
|
|
|
|
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
||
May 24, 2019
|
|
|
|
/s/ Scott A. Roe
|
|
|
|
|
Scott A. Roe
|
|
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
||
May 24, 2019
|
|
|
|
/s/ Steven E. Rendle
|
|
|
|
|
Steven E. Rendle
|
|
|
|
|
Chairman, President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
||
May 24, 2019
|
|
|
|
/s/ Scott A. Roe
|
|
|
|
|
Scott A. Roe
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|