Pennsylvania
(State or other jurisdiction of incorporation or organization) |
23-1180120 (I.R.S. employer identification number) |
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock, without par value,
stated capital $1 per share |
New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Item 1. | Business. |
2
Coalition
|
Primary Brands
|
Primary Products
|
||
Outdoor and Action Sports
|
The North Face® | performance-oriented apparel, footwear, outdoor gear | ||
Vans® | skateboard-inspired footwear, apparel | |||
JanSport® | backpacks, luggage, apparel | |||
Eastpak® | backpacks, apparel | |||
Kipling® | handbags, backpacks, luggage, accessories (except in North America) | |||
Napapijri® | premium outdoor apparel | |||
Reef® | surf-inspired footwear, apparel | |||
Eagle Creek® | luggage, packs, travel accessories | |||
Jeanswear
|
Wrangler® | denim and casual bottoms, tops | ||
Wrangler Hero® | denim bottoms | |||
Lee® | denim and casual bottoms, tops | |||
Riders® | denim and casual bottoms, tops | |||
Rustler® | denim and casual bottoms, tops | |||
Timber Creek by Wrangler® | casual bottoms, tops | |||
Imagewear
|
Red Kap® | occupational apparel | ||
Bulwark® | occupational apparel | |||
Majestic® | athletic apparel | |||
MLB® (licensed) | licensed athletic apparel | |||
NFL® (licensed) | licensed athletic apparel | |||
Harley-Davidson® (licensed) | licensed apparel | |||
Sportswear
|
Nautica® | fashion sportswear, denim bottoms, sleepwear, accessories | ||
John Varvatos® | luxury mens apparel, footwear, accessories | |||
Kipling® | handbags, backpacks, luggage, accessories (in North America) | |||
Contemporary Brands
|
7 For All Mankind® | premium denim bottoms, sportswear | ||
lucy® | womens activewear |
3
4
5
6
7
8
9
10
11
Period Served |
||||||||
Name
|
Position
|
Age
|
In Such Office(s)
|
|||||
Eric C. Wiseman
|
Chairman of the Board Chief Executive Officer President Director |
53 |
August 2008 to date January 2008 to date March 2006 to date October 2006 to date |
|||||
Robert K. Shearer
|
Senior Vice President and Chief Financial Officer | 57 | June 2005 to date | |||||
Bradley W. Batten
|
Vice President Controller and Chief Accounting Officer | 53 | September 2004 to date | |||||
Candace S. Cummings
|
Vice President Administration and General Counsel Secretary |
61 |
March 1996 to date October 1997 to date |
|||||
Mike Gannaway
|
Vice President VF Direct/ Customer Teams | 57 | January 2008 to date | |||||
Frank C. Pickard III
|
Vice President Treasurer | 64 | April 1994 to date | |||||
Boyd Rogers
|
Vice President; President Supply Chain | 59 | June 2005 to date | |||||
Karl Heinz Salzburger
|
Vice President; President International |
51 | January 2009 to date |
12
Item 1A. | Risk Factors. |
13
| Anticipate and respond to changing consumer trends in a timely manner; | |
| Develop attractive, quality products; | |
| Maintain favorable brand recognition; | |
| Price products appropriately; | |
| Provide effective marketing support; | |
| Ensure product availability and optimize supply chain efficiencies; and | |
| Obtain sufficient retail floor space and effectively present its products at retail. |
14
15
| Political or labor instability in countries where VFs facilities, contractors and suppliers are located; | |
| Political or military conflict, which could cause a delay in the transportation of raw materials and products to VF and an increase in transportation costs; | |
| Heightened terrorism security concerns, which 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 or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for VFs anticounterfeiting measures and damage to the reputation of its brands; | |
| Disease epidemics and health-related concerns, such as the SARS, bird flu, mad cow and hoof-and-mouth disease outbreaks in recent years, which could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargo of VFs goods produced in infected areas; | |
| Imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; | |
| Imposition of duties, taxes and other charges on imports; and | |
| Imposition or the repeal of laws that affect intellectual property rights. |
16
| An increase or decrease in consumer demand for VFs products or for products of its competitors; | |
| Our failure to accurately forecast customer acceptance of new products; | |
| New product introductions by competitors; | |
| Unanticipated changes in general market conditions or other factors, which may result in cancelations of orders or a reduction or increase in the rate of reorders placed by retailers; | |
| Weak economic conditions or consumer confidence in future economic conditions, which could reduce demand for discretionary items such as VFs products; and | |
| Terrorism or acts of war, or the threat of terrorism or acts of war, which could adversely affect consumer confidence and spending or interrupt production and distribution of product and raw materials. |
17
| Obtain capital; | |
| Manage its labor relations; | |
| Maintain relationships with its suppliers; | |
| Manage its credit risk effectively; and | |
| Maintain relationships with its customers. |
18
Item 1B. | Unresolved Staff Comments. |
Item 2. | Properties. |
19
Square Footage | ||||||||
Owned | Leased | |||||||
Outdoor and Action Sports
|
1,100,000 | * | 2,000,000 | |||||
Jeanswear
|
5,900,000 | 1,500,000 | ||||||
Imagewear
|
800,000 | 2,400,000 | ||||||
Sportswear
|
500,000 | 200,000 | ||||||
Contemporary Brands
|
200,000 | 200,000 | ||||||
Corporate and shared services
|
200,000 | 200,000 | ||||||
8,700,000 | 6,500,000 | |||||||
* | Includes assets under capital lease. |
Item 3. | Legal Proceedings. |
Item 4. | Submission of Matters to a Vote of Security Holders. |
20
Item 5.
Market
for VFs Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
Dividends
High
Low
Declared
$
77.69
$
38.22
$
0.59
84.60
65.50
0.58
79.87
69.44
0.58
83.29
63.68
0.58
$
2.33
$
87.36
$
68.15
$
0.58
96.20
78.27
0.55
95.10
82.52
0.55
83.29
73.59
0.55
$
2.23
$
83.10
$
73.00
$
0.55
75.32
62.16
0.55
67.97
55.99
0.55
58.67
53.28
0.29
$
1.94
21
VF Common Stock, S&P 500 Index and S&P Apparel
Index
VF Common Stock closing price on December 31, 2008 was
$54.77
December
2003
Company / Index
Base
2004
2005
2006
2007
2008
$
100
$
130.79
$
133.22
$
203.07
$
174.66
$
144.11
100
110.88
116.33
134.70
142.10
89.53
100
129.27
132.28
171.43
127.65
77.11
22
Maximum Number
Total Number of
of Shares that
Total
Weighted
Shares Purchased as
May Yet be
Number of
Average
Part of Publicly
Purchased
Shares
Price Paid
Announced Plans or
Under the Plans or
Purchased
per Share
Programs
Programs(1)
$
3,204,000
3,204,000
3,204,000
(1)
There were no share repurchases during the fourth quarter of
2008. We will continue to evaluate future share repurchases
considering funding required for business acquisitions, our
common stock price and levels of stock option exercises. Also,
under the Mid-Term Incentive Plan implemented under VFs
1996 Stock Compensation Plan, VF must withhold from the shares
of Common Stock issuable in settlement of a participants
performance-based restricted stock units the number of shares
having an aggregate fair market value equal to any minimum
statutory federal, state and local withholding or other tax that
VF is required to withhold, unless the participant has made
other arrangements to pay such amounts. There were no shares
withheld under the Mid-Term Incentive Plan during the fourth
quarter of 2008.
23
Item 6.
Selected
Financial Data.
2008
2007
2006
2005
2004
Dollars in thousands, except per share amounts
$
7,642,600
$
7,219,359
$
6,215,794
$
5,654,155
$
5,218,066
938,995
965,441
826,144
767,951
664,357
602,748
613,246
535,051
482,629
398,879
(21,625
)
(1,535
)
35,906
75,823
(11,833
)
602,748
591,621
533,516
506,702
474,702
$
5.52
$
5.55
$
4.83
$
4.33
$
3.61
(0.20
)
(0.01
)
0.32
0.69
(0.11
)
5.52
5.36
4.82
4.54
4.30
$
5.42
$
5.41
$
4.73
$
4.23
$
3.54
(0.19
)
(0.01
)
0.31
0.67
(0.10
)
5.42
5.22
4.72
4.44
4.21
2.33
2.23
1.94
1.10
1.05
43.0
%
42.7
%
41.1
%
24.2
%
24.9
%
$
1,640,828
$
1,510,742
$
1,563,162
$
1,213,233
$
1,006,354
2.6
2.3
2.5
2.1
1.7
$
6,433,868
$
6,446,685
$
5,465,693
$
5,171,071
$
5,004,278
1,141,546
1,144,810
635,359
647,728
556,639
23,326
26,053
3,555,892
3,576,829
3,265,172
2,808,213
2,513,241
25.2
%
26.4
%
19.5
%
22.6
%
28.5
%
109,234
110,443
110,560
111,192
109,872
$
32.37
$
32.58
$
29.11
$
25.50
$
22.56
12.3
%
13.4
%
13.3
%
13.6
%
12.7
%
13.5
%
14.8
%
14.7
%
14.2
%
13.4
%
16.5
%
18.4
%
18.0
%
18.0
%
17.8
%
9.1
%
10.4
%
10.0
%
9.4
%
8.5
%
$
679,472
$
833,629
$
454,128
$
533,654
$
646,372
$
255,235
$
246,634
$
216,529
$
124,116
$
117,731
24
(1)
Womens intimate apparel business sold in April 2007.
(2)
After tax effect of change in accounting policy in 2005 to adopt
FASB Statement 123(R), Share-Based Payment.
(3)
Dividends per share divided by the total of income from
continuing and discontinued operations per diluted share.
(4)
Total capital is defined as common stockholders equity
plus short-term and long-term debt.
(5)
Operating statistics are based on continuing operations.
(6)
Invested capital is defined as average common stockholders
equity plus average short-term and long-term debt.
(7)
Return is defined as income from continuing operations before
net interest expense, after income taxes.
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
The North
Face®,
Vans®,
JanSport®,
Eastpak®,
Kipling®
(except in North America),
Napapijri®,
Reef®,
Eagle
Creek®
Wrangler®,
Wrangler
Hero®,
Lee®,
Riders®,
Rustler®,
Timber Creek by
Wrangler®
Red
Kap®,
Bulwark®,
Majestic®
Nautica®,
John
Varvatos®,
Kipling®
(in North America)
7 For All
Mankind®,
lucy®
25
Revenue growth of 8% to 10% per year At the
beginning of 2008, we increased our long-term revenue growth
target from 6% to 8% per year to 8% to 10% per year, with
approximately 6% to 7% coming from organic growth and 2% to 3%
from acquisitions. We had exceeded the prior target by achieving
revenue growth of 16% in 2007 and 10% in 2006. In 2008, our
revenues increased by 6%. Key drivers of future growth
consistent with the 8% to 10% target include a continuation of
the strong momentum we have experienced in our outdoor and
action sports businesses, growth in our contemporary brands and
sportswear businesses, acquisitions of key lifestyle brands,
international expansion and continued growth in our
direct-to-consumer business. We expect our international
revenues to expand approximately 13% annually and account for
33% of our total revenues by 2012, compared with 30% in 2008.
Revenues in our direct-to-consumer business are also expected to
grow by approximately 18% annually and represent 22% of revenues
by 2012, compared with 16% in 2008. We have many programs in
place to continue to drive organic growth across our brands and
will continue to aggressively search for opportunities to
acquire branded lifestyle businesses that meet our strategic and
financial goals.
Operating income of 15% of revenues We
increased our long-term targeted operating margin from 14% to
15%. Our operating margins had approached the original 14%
target in 2007 and 2006. However, operating margins declined to
12.3% in 2008, reflecting the negative impact from cost saving
actions of 0.8% primarily related to workforce reductions and
the current difficult global economic conditions, particularly
in the fourth quarter of the year. We expect future improvement
in our operating margin as we (i) leverage our costs across
an expanded revenue base, (ii) grow our international and
retail businesses, which have higher than VF average operating
margins, (iii) continue our relentless focus on cost
reduction and (iv) grow existing lifestyle brands that
report higher than VF average operating margins.
Earnings per share growth of 10% to 11% per year
We established a new target of 10% to 11% annual
growth in diluted earnings per share and believe that earnings
per share can grow at a faster rate than revenues, reflecting
expansion in our operating margin. We had exceeded this growth
rate in recent years. With the impact of the cost reduction
actions and global economic events mentioned above, earnings per
share were flat in 2008. On a long-term basis, we expect our
growth rate of earnings per share to be in line with the new
target.
Return on invested capital of 17% We believe
that a high return on capital is closely correlated with
enhancing TSR. We calculate return on invested capital as
follows:
Average common stockholders equity, plus
average short and long-term debt
Debt to capital of less than 40% We have
established a goal of keeping our debt to less than 40% of our
total capitalization, with capitalization defined as our common
stockholders equity, plus combined short and long-term
debt. This ratio was 25.2% at the end of 2008. This low debt to
capital ratio demonstrates VFs ability to generate strong
cash flow considering the level of dividend, share repurchase
and acquisition spending over the last several years.
26
Dividend payout ratio of 40% Our target is to
return approximately 40% of earnings to our stockholders through
a consistent dividend policy. The 2008 dividend payout ratio was
43.0% of Net Income. VF has increased its dividends paid per
share each year for the past 36 years.
1.
Build more global, growing lifestyle brands. Focus on
building more growing, global lifestyle brands with an emphasis
on younger consumers and on female consumers.
2.
Expand our share with winning customers. Develop brand
and product strategies that will enable us to gain market share
with successful, growing retail partners.
3.
Stretch brands to new geographies. Grow our international
presence, particularly in expanding economies such as those in
China, India and Russia.
4.
Expand our direct-to-consumer business. Increase the
portion of revenues obtained from VF-operated monobrand retail
stores and
e-commerce.
5.
Fuel the growth. Leverage our supply chain and
information technology capabilities across VF to drive lower
costs and inventory levels, increase productivity and integrate
acquisitions efficiently to generate savings that can be
reinvested in our brands.
6.
Build new growth enablers. Support our growth plans by
identifying and developing high potential employees and by
building a diverse team of talented leaders.
Revenues and earnings per share were both at record levels.
Total Revenues increased 6% to $7,642.6 million, driven by
higher revenues in our outdoor and action sports, international
and direct-to-consumer businesses and the benefit of a full year
of ownership of the contemporary brands businesses.
With $679.5 million of cash flow from operating activities,
VF had adequate liquidity to cover all of its current needs, as
well as fund $217.6 million of investments in capital
expenditures and acquisitions, $255.2 million of dividends
paid and $149.7 million of repurchases of our Common Stock.
We ended the year with $381.8 million of cash and
equivalents. And with our investment grade credit rating, we
continue to have access to the capital markets, despite the
credit crisis in late 2008. At the end of 2008, we had the
ability to borrow over $1.3 billion under committed bank
credit agreements.
We took aggressive actions to address the uncertainty posed by
current economic conditions and to protect our future
profitability. These cost reduction actions should bring about
annualized savings of approximately $100 million, beginning
in 2009. The actions resulted in a $41.0 million charge in
the fourth quarter.
In May 2008, VF acquired one-third of the outstanding equity of
Mo Industries, which owns the
Splendid®
and Ella
Moss®
brands of premium sportswear marketed to better department and
specialty stores. VF expects to acquire the remaining two-thirds
equity in the first half of 2009. Mo Industries had total
revenues of $95 million for the full year 2008. See
Note B to the Consolidated Financial Statements.
27
2008
2007
Compared with
Compared with
2007
2006
In millions
$
7,219
$
6,216
120
631
291
25
13
347
$
7,643
$
7,219
2008
2007
2006
43.9
%
43.5
%
43.4
%
31.7
30.1
30.1
12.3
%
13.4
%
13.3
%
28
29
Outdoor
and Action
Contemporary
Sports
Jeanswear
Imagewear
Sportswear
Brands
Other
In millions
$
1,868
$
2,780
$
828
$
686
$
$
54
470
92
4
(2
)
67
25
49
156
142
2,387
2,897
988
684
142
121
341
(145
)
(30
)
(50
)
2
2
14
33
244
13
$
2,742
$
2,765
$
991
$
634
$
388
$
123
30
31
32
2008
2007
2006
In millions
$
178.2
$
187.0
$
179.0
(150.3
)
(146.4
)
(153.0
)
(13.7
)
27.9
26.9
26.0
79.3
96.4
84.7
11.3
10.9
11.3
1.3
6.1
5.8
$
119.8
$
140.3
$
127.8
33
2008
2007
Dollars in millions
$
1,640.8
$
1,510.7
2.6 to 1
2.3 to 1
25.2
%
26.4
%
34
35
Payments Due or Forecasted by Period
Total
2009
2010
2011
2012
2013
Thereafter
In millions
$
1,145
$
3
$
203
$
3
$
3
$
3
$
930
472
137
69
34
39
32
161
1,285
75
71
58
58
57
966
844
170
148
128
99
84
215
397
59
80
78
78
50
52
748
685
15
15
15
15
3
58
40
12
5
1
$
4,949
$
1,169
$
598
$
321
$
293
$
241
$
2,327
(1)
Long-term debt, including the current portion, consists of
required principal payments on long-term debt and capital lease
obligations.
(2)
Other recorded liabilities represent payments due for other
noncurrent liabilities in VFs Consolidated Balance Sheet.
Payments for deferred compensation and other employee-related
benefits, income taxes, product warranty claims and other
liabilities are based on historical and forecasted cash outflows.
(3)
Interest payment obligations represent (i) required
interest payments on long-term debt, (ii) the interest
portion of payments on capital leases and (iii) accretion
of debt discount (in the Thereafter column) on the
$300.0 million principal amount of notes. Amounts exclude
bank fees and amortization of deferred costs and a hedging gain
that would be included in Interest Expense in our Consolidated
Financial Statements.
(4)
Operating leases represent required minimum lease payments. Most
real estate leases also require payment of related operating
expenses such as taxes, insurance, utilities and maintenance.
Such costs, which are not included above, average approximately
27% of the stated minimum lease payments. Total lease
commitments exclude $11.3 million of payments to be
received under noncancelable subleases.
(5)
Minimum royalty payments include required minimum advertising
commitments under license agreements.
(6)
Inventory purchase obligations represent binding commitments for
finished goods, raw materials and sewing labor in the ordinary
course of business that are payable upon satisfactory receipt of
the inventory by VF. Included is a remaining commitment at fair
value to purchase $77.5 million of finished goods from one
supplier, with a minimum of $15.0 million per year. The
reported amount excludes inventory purchase liabilities included
in Accounts Payable at December 2008.
(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.
Funding contributions to our qualified defined benefit pension
plan are not included in the table because of uncertainty over
whether or when further contributions will be required.
VF owned one-third of the equity of Mo Industries at the end of
2008 and had an option to acquire the remaining equity. VF
expects to acquire the remaining two-thirds of the outstanding
equity of Mo Industries for approximately $200 million,
including the repayment of debt, in the first half of 2009.
36
VF has entered into $80.3 million of surety bonds, standby
letters of credit and international bank guarantees representing
contingent guarantees of performance under self-insurance and
other programs. These commitments would only be drawn upon if VF
were to fail to meet its claims obligations.
Purchase orders for goods or services in the ordinary course of
business that represent authorizations to purchase rather than
binding commitments are not included in the table.
37
38
39
40
Increase (Decrease) in
Projected
Pension Expense
Benefit Obligations
Dollars in millions
$
1
$
71
(1
)
(66
)
5
(5
)
(1
)
(3
)
1
3
41
42
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.
Item 9B.
Other
Information.
43
Item 10.
Directors
and Executive Officers of VF.
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.
Item 14.
Principal
Accounting Fees and Services.
44
Item 15.
Exhibits
and Financial Statement Schedules.
Page
Number
F-2
F-3
F-4
December 2008, 2007 and 2006
F-5
years ended December 2008, 2007 and 2006
F-6
December 2008, 2007 and 2006
F-7
Fiscal years ended December 2008, 2007 and 2006
F-8
F-9
*
VF operates and reports using a 52/53 week fiscal year
ending on the Saturday closest to December 31 of each year. All
references to 2008, 2007 and
2006 relate to the fiscal years ended on
January 3, 2009 (53 weeks), December 29, 2007
(52 weeks) and December 30, 2006 (52 weeks),
respectively.
Page
Number
F-43
3
.
Articles of incorporation and bylaws:
(A)
Articles of Incorporation, restated as of April 22, 2008
(Incorporated by reference to Exhibit 3.2 to
Form 8-K
dated April 23, 2008)
(B)
Bylaws, as amended through December 11, 2007 (Incorporated
by reference to Exhibit 3(B) to
Form 10-K
for the year ended December 29, 2007)
4
.
Instruments defining the rights of security holders, including
indentures:
(A)
A specimen of VFs Common Stock certificate (Incorporated
by reference to Exhibit 3(C) to
Form 10-K
for the year ended January 3, 1998)
(B)
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)
(C)
Form of 8.50% Note due 2010 (Incorporated by reference to
Exhibit 4.3 to
Form 10-Q
for the quarter ended September 30, 2000)
(D)
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)
(E)
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)
45
46
47
31
.2
Certification of the principal financial officer, Robert K.
Shearer, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
32
.1
Certification of the principal executive officer, Eric C.
Wiseman, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
32
.2
Certification of the principal financial officer, Robert K.
Shearer, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
48
By:
By:
By:
Charles V. Bergh*
Director
Juan Ernesto de Bedout*
Director
Ursula F. Fairbairn*
Director
Barbara S. Feigin*
Director
George Fellows*
Director
Robert J. Hurst*
Director
W. Alan McCollough*
Director
Clarence Otis, Jr.*
Director
M. Rust Sharp*
Director
Eric C. Wiseman*
Director
Raymond G. Viault*
Director
*By:
C.
S. Cummings,
Attorney-in-Fact
March 3, 2009
49
Page
Number
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-43
F-1
F-2
F-37
F-3
F-4
Year Ended December
2008
2007
2006
In thousands, except per share amounts
$
7,561,621
$
7,140,811
$
6,138,087
80,979
78,548
77,707
7,642,600
7,219,359
6,215,794
4,283,680
4,080,022
3,515,624
2,419,925
2,173,896
1,874,026
6,703,605
6,253,918
5,389,650
938,995
965,441
826,144
6,115
9,310
5,994
(94,050
)
(72,122
)
(57,259
)
(3,103
)
2,941
2,359
(91,038
)
(59,871
)
(48,906
)
847,957
905,570
777,238
245,209
292,324
242,187
602,748
613,246
535,051
(21,625
)
(1,535
)
$
602,748
$
591,621
$
533,516
$
5.52
$
5.55
$
4.83
(0.20
)
(0.01
)
5.52
5.36
4.82
$
5.42
$
5.41
$
4.73
(0.19
)
(0.01
)
5.42
5.22
4.72
$
2.33
$
2.23
$
1.94
F-5
Year Ended December
2008
2007
2006
In thousands
$
602,748
$
591,621
$
533,516
(133,035
)
136,877
69,400
30,057
(33,493
)
(30,738
)
(1,522
)
(8,517
)
532
2,981
50,191
(18,081
)
106,954
(378,272
)
66,999
4,383
1,562
5,296
2,691
2,691
142,620
(28,724
)
(41,072
)
(10,099
)
(26,377
)
(6,105
)
3,795
10,119
2,353
12,869
8,746
(1,781
)
(4,836
)
(3,355
)
687
(8,534
)
(9,438
)
(5,164
)
6,693
2,084
(337,789
)
162,608
96,618
$
264,959
$
754,229
$
630,134
F-6
Year Ended December
2008
2007
2006
In thousands
$
602,748
$
591,621
$
533,516
21,625
1,535
105,059
94,540
90,374
39,427
27,106
18,003
21,685
19,581
20,469
31,592
62,413
46,427
22,062
13,859
6,693
(4,787
)
7,094
(31,277
)
23,654
(3,748
)
(24,463
)
(6,319
)
3,763
(6,509
)
52,679
(49,673
)
(113,363
)
(38,275
)
(24,113
)
(33,193
)
(66,866
)
15,644
6,322
(67,214
)
77,212
(19,043
)
(35,285
)
(1,932
)
(23,592
)
24,118
(7,541
)
(51,111
)
13,318
31,986
22,485
(38,124
)
(45,808
)
10,855
679,472
833,629
454,128
(21,625
)
(1,535
)
24,554
36,845
(1,071
)
(15,982
)
1,315
(1,071
)
(13,053
)
36,625
678,401
820,576
490,753
(124,207
)
(113,863
)
(127,195
)
(93,377
)
(1,060,636
)
(39,301
)
(10,601
)
(6,367
)
(8,939
)
348,714
537
12,368
4,667
11,462
14,085
3,327
400
(120
)
(323
)
(215,786
)
(805,819
)
(167,764
)
(243
)
1,017
(215,786
)
(806,062
)
(166,747
)
(67,736
)
36,785
(60,533
)
592,758
(3,632
)
(168,671
)
(33,520
)
(149,729
)
(350,000
)
(118,582
)
(255,235
)
(246,634
)
(216,529
)
64,972
69,539
119,675
22,504
15,571
24,064
(905
)
(389,761
)
(50,652
)
(285,425
)
(12,873
)
14,777
8,086
59,981
(21,361
)
46,667
321,863
343,224
296,557
$
381,844
$
321,863
$
343,224
F-7
Accumulated
Additional
Other
Common
Paid-in
Comprehensive
Retained
Stock
Capital
Income (Loss)
Earnings
In thousands
$
110,108
$
1,277,486
$
(164,802
)
$
1,585,421
533,516
(215,883
)
(646
)
1,209
22,117
(2,000
)
(116,582
)
2,860
192,278
(1,228
)
8
38,662
160
65,884
(55,468
)
(4,848
)
(3,080
)
112,185
1,469,764
(123,652
)
1,806,875
591,621
(246,634
)
(4,116
)
(345,884
)
1,752
149,556
(11,641
)
(23
)
(2,036
)
129,958
46,262
22,539
(6,085
)
(10,867
)
(2,745
)
109,798
1,619,320
61,495
1,786,216
602,748
(255,235
)
(2,000
)
(147,729
)
2,027
130,144
(14,162
)
23
1,036
(103,968
)
(227,016
)
1,729
(8,534
)
$
109,848
$
1,749,464
$
(276,294
)
$
1,972,874
F-8
F-9
F-10
F-11
F-12
F-13
F-14
F-15
2008
2007
Acquisition
Acquisitions
In thousands
$
813
$
9,679
20,287
221,088
1,312
38,625
6,314
408,400
7,170
273,541
15,678
222,084
2,028
51,574
1,175,445
22,209
64,636
11,363
3,986
29,131
26,195
105,130
25,379
1,070,315
9,679
$
35,058
$
1,070,315
F-16
In thousands, except per
share amounts
$
7,444,893
611,102
$
5.53
5.39
F-17
2007
2006
In thousands
$
196,167
$
817,749
$
2,929
$
35,310
(24,554
)
(36,845
)
$
(21,625
)
$
(1,535
)
2008
2007
In thousands
$
833,561
$
965,126
65,884
64,878
899,445
1,030,004
48,163
59,053
$
851,282
$
970,951
2008
2007
In thousands
$
931,122
$
911,496
87,543
87,176
133,230
140,080
$
1,151,895
$
1,138,752
F-18
2008
2007
In thousands
$
47,288
$
49,146
555,407
547,316
954,939
932,553
1,557,634
1,529,015
914,907
877,157
$
642,727
$
651,858
Weighted
Net
Average
Accumulated
Carrying
Life
Cost
Amortization
Amount
Dollars in thousands
22 years
$
180,158
$
34,769
$
145,389
20 years
324,191
52,105
272,086
7 years
17,509
8,269
9,240
426,715
939,507
$
1,366,222
22 years
$
198,560
$
39,994
$
158,566
20 years
325,133
28,748
296,385
7 years
15,140
4,551
10,589
465,540
969,729
$
1,435,269
*
Amortization of license agreements straight-line and
accelerated methods; customer relationships
accelerated methods; trademarks and other
straight-line method.
F-19
Outdoor and
Contemporary
Action Sports
Jeanswear
Imagewear
Sportswear
Brands
In thousands
$
512,164
$
193,685
$
56,246
$
217,416
27,154
199
(1,450
)
(22
)
21,170
4,363
531,884
225,202
56,246
217,593
(1,014
)
(1,809
)
12,785
$
209,215
50
(6,240
)
(5,027
)
(17
)
27,452
11,843
564,867
232,068
56,246
215,767
209,215
15,678
5,309
457
(426
)
41,215
*
(15,040
)
(11,928
)
370
$
554,710
$
235,818
$
56,703
$
215,767
$
250,800
*
Represents reclassification from indefinite-lived Intangible
Assets upon finalization of purchase price allocation.
F-20
2008
2007
In thousands
$
152,653
$
221,622
12,216
24,621
85,642
19,040
90,947
25,731
47,091
52,830
27,441
11,130
11,952
58,432
53,029
$
458,111
$
436,266
2008
2007
In thousands
$
$
92,711
53,580
38,834
$
53,580
$
131,545
F-21
2008
2007
In thousands
$
133,620
$
135,621
22,300
24,200
17,574
9,731
6,221
7,431
70,173
57,185
26,025
13,027
25,127
26,685
20,296
18,091
15,030
16,774
13,308
12,123
11,376
10,791
9,400
3,152
9,300
1,500
140,149
152,849
$
519,899
$
489,160
F-22
2008
2007
In thousands
$
200,000
$
200,000
250,000
250,000
292,679
292,556
350,000
350,000
52,189
56,057
1,144,868
1,148,613
3,322
3,803
$
1,141,546
$
1,144,810
F-23
Notes and
Capital
Other
Leases
In thousands
$
646
$
4,659
200,655
4,348
165
4,320
174
4,147
187
4,159
910,342
32,485
1,112,169
54,118
7,321
14,098
1,104,848
40,020
646
2,676
$
1,104,202
$
37,344
2008
2007
In thousands
$
156,538
$
229,410
405,517
74,357
47,773
79,025
9,434
96,446
42,057
36,144
28,693
27,908
5,250
8,500
1,353
1,726
27,633
37,143
$
724,248
$
590,659
2008
2007
2006
In thousands
$
38,699
$
32,615
$
31,738
1,664
12,795
10,367
7,943
(10,341
)
(7,862
)
(8,350
)
(1,084
)
1,915
1,284
40,069
38,699
32,615
11,376
10,791
8,808
$
28,693
$
27,908
$
23,807
F-24
2008
2007
2006
Dollars in thousands
$
16,473
$
21,701
$
22,027
69,043
67,653
66,301
(83,360
)
(82,611
)
(72,751
)
4,383
5,612
1,562
5,296
27,421
2,691
2,691
3,480
10,792
14,730
52,090
1,651
14,542
$
10,792
$
13,079
$
37,548
6.40
%
5.95
%
5.75
%
8.00
%
8.25
%
8.25
%
4.00
%
4.00
%
3.75
%
F-25
2008
2007
Dollars in thousands
$
1,066,980
$
973,733
49,823
(319,889
)
90,875
15,579
6,019
(69,921
)
(53,470
)
692,749
1,066,980
1,117,048
1,120,523
19,376
16,473
21,701
69,043
67,653
(24,977
)
(58,735
)
(69,921
)
(53,470
)
1,107,666
1,117,048
$
(414,917
)
$
(50,068
)
$
$
27,441
(9,400
)
(3,152
)
(405,517
)
(74,357
)
$
(414,917
)
$
(50,068
)
$
459,569
$
87,242
13,818
16,509
$
473,387
$
103,751
6.50
%
6.40
%
4.00
%
4.00
%
F-26
2008
2007
In thousands
$
1,031,362
$
1,039,539
998,587
978,034
692,749
1,066,980
76,304
77,509
62,621
68,875
2009
Actual
Target
Allocations
Allocation
2008
2007
46-60
%
64
%
74
%
25-35
25
17
8-12
11
9
0-10
100
%
100
%
F-27
F-28
2008
2007
In thousands
$
22,203
$
126,171
(290,991
)
(63,975
)
(6,690
)
(8,419
)
(816
)
7,718
$
(276,294
)
$
61,495
F-29
2008
2007
2006
23% to 36%
22% to 30%
19% to 30%
27%
24%
22%
4.8 to 7.3
4.7 to 7.3
4.7 to 7.5
2.8%
3.2%
1.9%
2.1% to 3.6%
5.2% to 4.8%
4.6% to 4.7%
$18.58
$16.80
$14.00
Weighted
Weighted
Average
Aggregate
Average
Remaining
Intrinsic
Number
Exercise
Contractual
Value
Outstanding
Price
Term (Years)
(In thousands)
8,892,750
$
53.70
1,395,214
79.41
(1,704,244
)
44.88
(263,992
)
70.37
8,319,728
59.29
6.5
$
43,222
5,314,734
51.55
5.5
$
42,792
F-30
Performance-based
Nonperformance-based
Weighted
Weighted
Average
Average
Number
Grant Date
Number
Grant Date
Outstanding
Fair Value
Outstanding
Fair Value
767,908
$
61.56
40,000
$
79.05
(277,949
)
54.88
293,735
78.02
(63,883
)
73.43
719,811
69.80
40,000
79.05
251,572
55.32
Weighted
Average
Shares
Grant Date
Outstanding
Fair Value
72,757
$
67.12
31,000
71.99
3,059
69.90
(10,762
)
70.30
96,054
68.43
F-31
2008
2007
2006
In thousands
$
592,346
$
628,290
$
577,802
255,611
277,280
199,436
$
847,957
$
905,570
$
777,238
2008
2007
2006
In thousands
$
134,277
$
217,543
$
215,202
64,993
53,448
32,547
22,285
25,081
18,901
221,555
296,072
266,650
23,654
(3,748
)
(24,463
)
$
245,209
$
292,324
$
242,187
2008
2007
2006
In thousands
$
296,785
$
316,949
$
272,033
19,767
21,345
9,279
(76,189
)
(44,169
)
(37,909
)
8,456
(10
)
3,643
(3,610
)
(1,791
)
(4,859
)
$
245,209
$
292,324
$
242,187
F-32
2008
2007
In thousands
$
24,001
$
19,722
302,312
171,674
103,489
114,965
100,238
138,449
32,934
39,860
562,974
484,670
(93,424
)
(129,227
)
469,550
355,443
229
12,162
229,061
214,460
16,950
23,073
31,981
58,619
19,698
20,786
297,919
329,100
$
171,631
$
26,343
F-33
Unrecognized
Unrecognized
Income Tax
Income Tax
Accrued
Benefits,
Benefits
Interest
Including Interest
In thousands
$
84,322
$
15,808
$
100,130
(558
)
(558
)
3,762
371
4,133
16,328
4,926
21,254
(10,385
)*
(4,275
)
(14,660
)
(10,737
)
(45
)
(10,782
)
(543
)
(370
)
(913
)
2,710
2,710
84,899
16,415
101,314
9,320
409
9,729
7,746
4,753
12,499
(30,854
)
(8,138
)
(38,992
)
(7,441
)
(18
)
(7,459
)
(5,652
)
(2,600
)
(8,252
)
(587
)
(587
)
$
57,431
$
10,821
$
68,252
2008
2007
$
68,252
$
101,314
11,406
12,558
56,846
88,756
9,073
9,731
$
47,773
$
79,025
*
Includes $6.2 million as a reduction of Goodwill
(Note H)
F-34
Outdoor and Action Sports Outerwear, action
sports apparel and footwear, daypacks and bags, and technical
equipment
Jeanswear Jeanswear and related products
Imagewear Occupational apparel and licensed
apparel
Sportswear Fashion sportswear
Contemporary Brands Premium lifestyle apparel
Other Primarily VF Outlets
F-35
2008*
2007
2006
In thousands
$
2,742,096
$
2,387,136
$
1,868,256
2,764,875
2,896,699
2,780,197
991,072
988,321
828,165
634,222
683,584
685,452
387,651
142,286
122,684
121,333
53,724
$
7,642,600
$
7,219,359
$
6,215,794
$
454,182
$
392,658
$
298,934
378,881
479,435
429,742
131,626
141,866
134,274
39,687
65,923
91,340
53,691
24,848
(2,414
)
3,955
1,981
1,055,653
1,108,685
956,271
(119,761
)
(140,303
)
(127,768
)
(87,935
)
(62,812
)
(51,265
)
$
847,957
$
905,570
$
777,238
*
Restructuring costs totaling $41.0 million in the fourth
quarter of 2008 reduced coalition profit as follows: Outdoor and
Action Sports $8.2 million;
Jeanswear $22.6 million; Imagewear
$2.0 million; Sportswear $3.2 million;
Contemporary Brands $0.5 million and Corporate
and other $4.5 million. See Note K.
F-36
2008
2007
2006
In thousands
$
925,516
$
921,437
$
787,361
1,016,582
1,092,555
1,074,433
344,739
354,783
274,653
130,423
141,747
138,625
197,064
168,271
60,226
67,019
71,186
2,674,550
2,745,812
2,346,258
381,844
321,863
343,224
2,680,020
2,713,432
1,786,618
187,286
130,220
96,473
510,168
535,358
472,049
421,071
$
6,433,868
$
6,446,685
$
5,465,693
$
40,603
$
53,286
$
95,564
31,229
29,413
26,858
9,145
9,015
8,441
9,420
8,395
9,884
21,584
4,583
6,261
3,106
2,886
5,965
6,065
28,617
$
124,207
$
113,863
$
172,250
$
46,912
$
37,473
$
30,199
40,744
40,138
44,400
12,858
11,950
8,831
16,739
13,852
18,294
20,458
6,151
5,866
7,064
5,621
22,594
24,599
21,501
$
166,171
$
141,227
$
128,846
2008
2007
2006
In thousands
$
5,321,054
$
5,202,940
$
4,621,848
2,321,546
2,016,419
1,593,946
$
7,642,600
$
7,219,359
$
6,215,794
$
471,892
$
462,263
$
422,680
39,632
52,946
57,562
131,203
136,649
112,816
$
642,727
$
651,858
$
593,058
2008
2007
2006
In thousands
$
152,053
$
128,802
$
108,246
6,702
7,072
5,914
$
158,755
$
135,874
$
114,160
F-38
2008
2007
2006
In thousands, except per share amounts
$
602,748
$
613,246
$
535,051
646
$
602,748
$
613,246
$
534,405
109,234
110,443
110,560
$
5.52
$
5.55
$
4.83
$
602,748
$
613,246
$
535,051
109,234
110,443
110,560
478
2,021
2,905
2,002
111,255
113,348
113,040
$
5.42
$
5.41
$
4.73
Level 1 Fair value based on quoted
prices in active markets for identical assets or liabilities.
Level 2 Fair value based on 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 Fair value based on prices or
valuation techniques that require significant unobservable data
inputs. Inputs would normally be a reporting entitys own
data and judgments about assumptions that market participants
would use in pricing the asset or liability.
F-39
Fair Value Measurement Using:
Quoted Price
Significant
in Active
Other
Significant
Total
Markets for
Observable
Unobservable
Fair
Identical Assets
Inputs
Inputs
Value
(Level 1)
(Level 2)
(Level 3)
In thousands
$
156,900
$
156,900
$
$
157,651
114,778
42,873
1,089
1,089
26,034
26,034
176,394
176,394
F-40
2008
2007
Notional
Fair
Notional
Fair
Value -
Value -
Value -
Value -
Bought (Sold)
Assets (Liability)
Bought (Sold)
Assets (Liability)
In thousands
$
(35,169
)
$
(8,415
)
$
(196,638
)
$
(9,952
)
115,964
(21,911
)
65,394
669
(57,174
)
5,381
(66,359
)
(3,524
)
$
(24,945
)
$
(12,807
)
2008
2007
2006
In thousands
$
275,121
$
295,792
$
304,486
94,746
67,098
60,109
45,055
123
941
2,011
10,598
2,668
11,554
6,248
7,257
4,209
2,182
29,423
21,905
893
23,326
F-41
First
Second
Third
Fourth
Full
Quarter
Quarter
Quarter
Quarter
Year
In thousands, except per share amounts
$
1,846,341
$
1,677,482
$
2,206,627
$
1,912,150
$
7,642,600
244,125
163,856
351,211
179,803
938,995
149,032
103,978
233,875
115,863
602,748
$
1.36
$
0.96
$
2.14
$
1.06
$
5.52
1.33
0.94
2.10
1.05
5.42
$
0.58
$
0.58
$
0.58
$
0.59
$
2.33
$
1,673,619
$
1,517,393
$
2,073,159
$
1,955,188
$
7,219,359
215,325
168,462
331,039
250,615
965,441
134,078
105,805
209,317
164,046
613,246
138,344
81,662
207,207
164,408
591,621
$
1.20
$
0.96
$
1.91
$
1.50
$
5.55
1.17
0.93
1.86
1.46
5.41
$
0.55
$
0.55
$
0.55
$
0.58
$
2.23
$
1,455,622
$
1,351,313
$
1,810,098
$
1,598,761
$
6,215,794
187,313
145,789
287,824
205,218
826,144
118,142
89,559
185,957
141,393
535,051
128,185
99,032
197,707
108,592
533,516
$
1.07
$
0.81
$
1.68
$
1.27
$
4.83
1.05
0.80
1.64
1.24
4.73
$
0.29
$
0.55
$
0.55
$
0.55
$
1.94
F-42
COL. A
COL. B
COL. C
COL. D
COL. E
ADDITIONS
(1)
(2)
Balance at
Charged to
Charged to
Balance at
Beginning
Costs and
Other
End of
Description
of Period
Expenses
Accounts
Deductions
Period
(Dollars in thousands)
$
59,053
22,062
-
32,952
(A
)
$
48,163
$
126,799
351,043
-
379,278
(B
)
$
98,564
$
129,227
8,456
-
44,259
(D
)
$
93,424
$
46,113
13,859
1,253
(C
)
2,172
(A
)
$
59,053
$
116,595
386,420
12,369
(C
)
388,585
(B
)
$
126,799
$
127,347
(10
)
13,316
(E
)
11,426
(D
)
$
129,227
$
42,153
-
-
42,153
$
-
$
50,123
6,693
381
(C
)
11,084
(A
)
$
46,113
$
112,546
303,450
-
299,401
(B
)
$
116,595
$
48,597
3,643
-
(75,107
)
(D
)
$
127,347
$
-
42,153
-
-
$
42,153
(A)
Deductions include accounts written
off, net of recoveries, and the effects of foreign currency
translation.
(B)
Deductions include discounts,
markdowns and returns, and the effects of foreign currency
translation.
(C)
Additions due to acquisitions.
These amounts reflect the amount of allowance for doubtful
accounts and other receivable allowances at their respective
acquisition dates to record accounts receivable at net
realizable value.
(D)
Deductions relate to circumstances
where it is more likely than not that deferred income tax assets
will be realized, and the effects of foreign currency
translation. Amounts for 2007 and 2006 include valuation
allowances related to losses of discontinued operations.
(E)
Addition due to an acquisition
where it is more likely than not that deferred income tax assets
related to federal net operating loss carryforwards will not be
realized.
F-43
-2-
-3-
-4-
(a) | to amend the Plan; | ||
(b) | to terminate the Plan; | ||
(c) | to construe the Plan, make factual determinations, consider requests made by Participants, correct defects, and take any and all similar actions to the extent necessary to administer the Plan, with |
-5-
any instructions or interpretations of the Plan made in good faith by the Committee to be final and conclusive for all purposes; | |||
(d) | to prepare periodic administration reports to the Board of Directors which will show, in reasonable detail, the administrative operations of the Plan; and | ||
(e) | to take all other actions and do all other things which are reasonable and necessary to the proper administration of the Plan. |
-6-
-7-
VF CORPORATION PENSION PLAN COMMITTEE |
||||
/s/ Frank C. Pickard III | ||||
Frank C. Pickard III | ||||
/s/ Candace S. Cummings | ||||
Candace S. Cummings | ||||
/s/ Susan L. Williams | ||||
Susan L. Williams | ||||
-8-
Eric C. Wiseman | ||||
Chairman, President and Chief Executive Officer |
1
2
3
4
5
6
| Physical property including offices and office equipment, plant and equipment, inventory, and vehicles. | ||
| Intellectual property including such things as patents, copyrights, trademarks, work methods and practices, trade secrets, computer software technologies, computer operating systems, written materials, e-mail and voice mail. | ||
| Proprietary Information including any non-public information that might be useful to a competitor or that could be harmful to the Company or its customers or suppliers if disclosed. |
7
8
9
10
Name | Jurisdiction of Organization | |
Eagle Creek, Inc.
|
Delaware | |
Green Sport Monte Bianco S.p.A.
|
Italy | |
Imagewear Apparel Corp.
|
Delaware | |
JanSport Apparel Corp.
|
Delaware | |
Jeanswear Ventures, LLC
|
Delaware | |
John Varvatos Enterprises, Inc.
|
Delaware (80% owned) | |
Kipling Apparel Corp.
|
Delaware | |
Lee Bell, Inc.
|
Delaware | |
lucy activewear, inc.
|
Delaware | |
Nautica Apparel, Inc.
|
Delaware | |
Nautica Retail USA, Inc.
|
Delaware | |
Ring Company
|
Delaware | |
Ring Holdings, Inc.
|
Delaware | |
Seven For All Mankind, LLC
|
Delaware | |
South Cone, Inc.
|
California | |
The H. D. Lee Company, Inc.
|
Delaware | |
The North Face Apparel Corp.
|
Delaware | |
The North Face (Europe) Limited
|
Scotland | |
The North Face Italy S.r.l.
|
Italy | |
Vans, Inc.
|
Delaware | |
Vans Madeira, S.L.
|
Portugal | |
VF Arvind Brands Private Limited
|
India (60% owned) | |
VF Asia Ltd.
|
Hong Kong | |
VF Canada, Inc.
|
Canada | |
VF Chile S.A.
|
Chile | |
VF de Argentina S.A.
|
Argentina | |
VF do Brasil Ltda.
|
Brazil | |
VF Ege Soke Giyim Sanayi ve Ticaret A.S.
|
Turkey | |
VF Europe B.V.B.A.
|
Belgium | |
VF Germany Textil-Handels GmbH
|
Germany | |
VF Imagewear, Inc.
|
Delaware | |
VF Imagewear (Canada), Inc.
|
Canada | |
VF Imagewear Credit Corp.
|
Delaware | |
VF International S.a.g.l.
|
Switzerland | |
VF Investments S.à.r.l.
|
Luxembourg | |
VF Italia, S.r.l.
|
Italy | |
VF (J) France, S.A.
|
France | |
VF Jeanswear Argentina
|
Argentina | |
VF Jeanswear de Mexico S.A. de C.V.
|
Mexico | |
VF Jeanswear Limited Partnership
|
Delaware | |
VF Luxembourg S.à.r.l.
|
Luxembourg | |
VF Mauritius Ltd.
|
Mauritius | |
VF Northern Europe Ltd.
|
United Kingdom |
Name | Jurisdiction of Organization | |
VF Outdoor, Inc.
|
Delaware | |
VF Outdoor (Canada), Inc.
|
Canada | |
VF Outdoor Credit Corp.
|
Delaware | |
VF Outlet, Inc.
|
Delaware | |
VF Polska Sp. zo.o.
|
Poland | |
VF Scandinavia A/S
|
Denmark | |
VF Services, Inc.
|
Delaware | |
VF Sportswear, Inc.
|
Delaware | |
VFJ Credit Corp.
|
Delaware | |
VFJ Ventures, Inc.
|
Delaware | |
Wrangler Apparel Corp.
|
Delaware |
(1) | Post-Effective Amendment No. 1 to Registration Statement No. 333-32789 on Form S-8, which constitutes Post-Effective Amendment No. 9 to Registration Statement No. 2-85579 on Form S-8, Post-Effective Amendment No. 5 to Registration Statement No. 33-26566 on Form S-8, Post-Effective Amendment No. 2 to Registration Statement No. 33-55014 on Form S-8 and Post-Effective Amendment No. 2 to Registration Statement No. 33-60569 on Form S-8; | ||
(2) | Registration Statement No. 333-138458 on Form S-8; | ||
(3) | Post-Effective Amendment No. 1 to Registration Statement No. 33-33621 on Form S-8, which constitutes Post-Effective Amendment No. 2 to Registration Statement No. 2-99945 on Form S-8; | ||
(4) | Registration Statement No. 333-59727 on Form S-8; | ||
(5) | Post-Effective Amendment No. 1 to Registration Statement No. 33-41241 on Form S-8; | ||
(6) | Registration Statement No. 333-72267 on Form S-8; | ||
(7) | Post-Effective Amendment No. 1 to Registration Statement No 333-49023 on Form S-8; | ||
(8) | Registration Statement No. 33-10491 on Form S-3; | ||
(9) | Registration Statement No. 333-84193 on Form S-8 and Post-Effective Amendment No. 1 thereto; | ||
(10) | Registration Statement No. 333-94205 on Form S-8; | ||
(11) | Registration Statement No. 333-67502 on Form S-8; | ||
(12) | Registration Statement No. 333-118547 on Form S-8; | ||
(13) | Registration Statement No. 333-143077 on Form S-8; | ||
(14) | Registration Statement No. 333-146594 on Form S-3. |
V.F. CORPORATION | ||||
ATTEST: |
||||
By: | /s/ Eric C. Wiseman | |||
/s/ Candace S. Cummings
Secretary |
Eric C. Wiseman Chairman of the Board |
|||
Principal Executive Officer:
|
Principal Financial Officer: | |||
/s/ Eric C. Wiseman
|
/s/ Robert K. Shearer | |||
Eric C. Wiseman President and Chief Executive Officer |
Robert K. Shearer Senior Vice President and Chief Financial Officer |
|||
/s/ Charles V. Bergh
|
/s/ W. Alan McCollough | |||
Charles V. Bergh, Director
|
W. Alan McCollough, Director | |||
/s/ Juan Ernesto de Bedout
|
/s/ Clarence Otis, Jr. | |||
Juan Ernesto de Bedout, Director
|
Clarence Otis, Jr., Director | |||
/s/ Ursula O. Fairbairn
|
/s/ M. Rust Sharp | |||
Ursula O. Fairbairn, Director
|
M. Rust Sharp, Director | |||
/s/ Barbara S. Feigin
|
/s/ Raymond G. Viault | |||
Barbara S. Feigin, Director
|
Raymond G. Viault, Director | |||
/s/ George Fellows
|
/s/ Eric C. Wiseman | |||
George Fellows, Director
|
Eric C. Wiseman, Director | |||
/s/ Robert J. Hurst
|
(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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants 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 registrants 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 registrants internal control over financial reporting. |
March 3, 2009 | /s/ Eric C. Wiseman | |||
Eric C. Wiseman | ||||
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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants 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 registrants 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 registrants internal control over financial reporting. |
March 3, 2009 | /s/ Robert K. Shearer | |||
Robert K. Shearer | ||||
Senior 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 result of operations of the Company. |
March 3, 2009 | /s/ Eric C. Wiseman | |||
Eric C. Wiseman | ||||
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 result of operations of the Company. |
March 3, 2009 | /s/ Robert K. Shearer | |||
Robert K. Shearer | ||||
Senior Vice President and Chief Financial Officer |
||||