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 & 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, luggage, backpacks, 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 ® | mens fashion sportswear, denim bottoms, sleepwear, accessories | ||
Kipling ® | handbags, luggage, backpacks, accessories (in North America) | |||
Contemporary Brands
|
7 For All Mankind ® | premium denim bottoms, sportswear | ||
John Varvatos ® | luxury mens apparel, footwear, accessories | |||
Splendid ® | premium womens sportswear | |||
Ella Moss ® | premium womens sportswear | |||
lucy ® | womens activewear |
3
4
5
6
7
8
9
10
11
12
Period Served
|
||||||||
Name
|
Position
|
Age
|
In Such Office(s)
|
|||||
Eric C. Wiseman
|
Chairman of the Board
Chief Executive Officer President Director |
54 |
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 | 58 | June 2005 to date | |||||
Bradley W. Batten
|
Vice President Controller and Chief Accounting Officer | 54 | October 2004 to date | |||||
Candace S. Cummings
|
Vice President Administration and General Counsel
Secretary |
62 |
March 1996 to date
October 1997 to date |
|||||
Michael T. Gannaway
|
Vice President VF Direct/ Customer Teams | 58 | January 2008 to date | |||||
Frank C. Pickard III
|
Vice President Treasurer | 65 | April 1994 to date | |||||
Boyd A. Rogers
|
Vice President; President Supply Chain | 60 | June 2005 to date | |||||
Karl Heinz Salzburger
|
Vice President; President VF International | 52 | January 2009 to date |
13
Item 1A. | Risk Factors. |
14
| 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. |
| 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 cancellations of orders or a reduction or increase in the rate of reorders placed by retailers; | |
| Weak economic conditions or consumer confidence, 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. |
15
16
| 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 H1N1 virus, bird flu, SARS, 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. |
17
18
19
| Obtain capital; | |
| Manage its labor relations; | |
| Maintain relationships with its suppliers; | |
| Manage its credit risk effectively; and | |
| Maintain relationships with its customers. |
20
21
Item 1B. | Unresolved Staff Comments. |
Item 2. | Properties. |
Square Footage | ||||||||
Owned | Leased | |||||||
Outdoor & Action Sports
|
1,100,000 | * | 2,200,000 | |||||
Jeanswear
|
6,200,000 | 1,700,000 | ||||||
Imagewear
|
800,000 | 1,700,000 | ||||||
Sportswear
|
500,000 | 200,000 | ||||||
Contemporary Brands
|
200,000 | 100,000 | ||||||
Corporate and shared services
|
200,000 | 100,000 | ||||||
9,000,000 | 6,000,000 | |||||||
* | Includes assets under capital lease. |
Item 3. | Legal Proceedings. |
Item 4. | Submission of Matters to a Vote of Security Holders. |
22
55
56
57
F-36
Item 5.
Market
for VFs Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
Dividends
High
Low
Declared
$
79.79
$
68.60
$
0.60
73.81
53.53
0.59
69.72
53.27
0.59
59.98
46.06
0.59
$
2.37
$
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
23
VF Common Stock, S&P 500 Index and S&P Apparel
Index
VF Common Stock closing price on December 31, 2009 was
$73.24
December
2004
Company / Index
Base
2005
2006
2007
2008
2009
$
100
$
101.86
$
155.26
$
133.54
$
110.18
$
152.92
100
104.91
121.48
128.16
80.74
102.11
100
102.33
132.61
98.74
59.65
99.11
24
Maximum Number
Total Number of
of Shares that
Total
Weighed
Shares Purchased as
May Yet be
Number of
Average
Part of Publicly
Purchased
Shares
Price Paid
Announced Plans or
Under the Plan or
Purchased
per Share
Programs
Programs(1)
188,900
$
72.23
188,900
2,237,020
523,300
73.53
523,300
1,713,720
68,600
73.23
68,600
1,645,120
780,800
780,800
(1)
During the quarter, 750,000 shares of Common Stock were
purchased under open market transactions. In addition, VF
purchased 30,800 shares of Common Stock in connection with
VFs deferred compensation plans. We currently intend to
repurchase at least 3.0 million shares in 2010 and will
continue to evaluate future share purchases considering funding
required for business acquisitions, our Common Stock price and
levels of stock option exercises.
25
Item 6.
Selected
Financial Data.
2009
2008
2007
2006
2005
Dollars and shares in thousands, except per share amounts
$
7,220,286
$
7,642,600
$
7,219,359
$
6,215,794
$
5,654,155
736,817
938,995
965,441
826,144
767,951
461,271
602,748
613,246
535,051
482,629
(21,625
)
(1,535
)
35,906
(11,833
)
461,271
602,748
591,621
533,516
506,702
$
4.18
$
5.52
$
5.55
$
4.83
$
4.33
(0.20
)
(0.01
)
0.32
(0.11
)
4.18
5.52
5.36
4.82
4.54
$
4.13
$
5.42
$
5.41
$
4.73
$
4.23
(0.19
)
(0.01
)
0.31
(0.10
)
4.13
5.42
5.22
4.72
4.44
2.37
2.33
2.23
1.94
1.10
46.0
%
43.0
%
42.7
%
41.1
%
24.2
%
$
1,536,773
$
1,640,828
$
1,510,742
$
1,563,162
$
1,213,233
2.4
2.6
2.3
2.5
2.1
$
6,470,657
$
6,433,868
$
6,446,685
$
5,465,693
$
5,171,071
938,494
1,141,546
1,144,810
635,359
647,728
23,326
3,813,285
3,557,245
3,578,555
3,271,849
2,813,066
23.7
%
25.2
%
26.4
%
19.5
%
22.6
%
110,389
109,234
110,443
110,560
111,192
$
34.58
$
32.37
$
32.58
$
29.11
$
25.50
11.9
%
12.3
%
13.4
%
13.3
%
13.6
%
12.6
%
13.5
%
14.8
%
14.7
%
14.2
%
15.6
%
16.5
%
18.4
%
18.0
%
18.0
%
8.7
%
9.1
%
10.4
%
10.0
%
9.4
%
$
973,485
$
679,472
$
833,629
$
454,128
$
533,654
261,682
255,235
246,634
216,529
124,116
26
(1)
Operating results for 2009 include a noncash charge for
impairment of goodwill and intangible assets
$122.0 million (pretax) in operating income and
$114.4 million (aftertax) in income from continuing
operations and net income attributable to VF Corporation, $1.02
basic earnings per share and $1.03 diluted earnings per share.
(2)
Dividends per share divided by the total of income from
continuing and discontinued operations per diluted share
(excluding the effect of the charge for impairment of goodwill
and intangible assets in 2009).
(3)
Total capital is defined as stockholders equity plus
short-term and long-term debt.
(4)
Operating statistics are based on continuing operations
(excluding the effect of the charge for impairment of goodwill
and intangible assets in 2009).
(5)
Invested capital is defined as average stockholders equity
plus average short-term and long-term debt.
(6)
Return is defined as income from continuing operations before
net interest expense, after income taxes.
(7)
Information presented for 2009 excludes the impairment charge
for goodwill and intangible assets. This information is a
non-GAAP measure as discussed in Non-GAAP Financial
Information in Item 7. herein.
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
Principal VF-owned Brands
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
®
,
Kipling
®
(in North America)
7 For All
Mankind
®
,
John
Varvatos
®
,
Splendid
®
,
Ella
Moss
®
,
lucy
®
27
Revenue growth of 8% to 10% per year
Our
long-term revenue growth target is 8% to 10% per year, with
approximately 6% to 7% coming from organic growth and 2% to 3%
from acquisitions. We met this long-term target by achieving
revenue growth of 16% in 2007. However, our revenues increased
by 6% in 2008 and declined by 6% in 2009, reflecting the impact
of the global economic environment discussed above. Key drivers
of future growth, consistent with the 8% to 10% long-term
target, include growth in our lifestyle brands, acquisitions of
additional lifestyle brands, international expansion and
continued growth in our direct-to-consumer business. We now
expect our international revenues to grow to 40% of Total
Revenues, compared with a prior long-term target of 33%.
International revenues accounted for 30% of our Total Revenues
in 2008 and 2009. In addition, we continue to expect our
direct-to-consumer business to grow to a level that exceeds 20%
of Total Revenues through an increase in sales within existing
stores, new store openings and expansion of our
e-commerce
platforms. Direct-to-consumer revenues comprised 16% of our
Total Revenues in 2008 and 17% in 2009. We have many programs in
place to continue to drive organic growth, including a plan to
invest $50 million behind our strongest brands in 2010, and
will continue our aggressive search to acquire branded lifestyle
businesses that meet our strategic and financial goals.
Operating income of 15% of revenues
Operating
margins of 12.3% in 2008 and of 11.9% in 2009 (excluding the
effect of the impairment charge discussed in the Analysis
of Results of Continuing Operations section below) were
negatively impacted by difficult global economic conditions. In
addition, operating margins in 2008 included the negative impact
from nonrecurring charges related to cost saving actions taken
near the end of that year, and in 2009 included a significant
increase in expense for our defined benefit pension plans. We
expect to improve our operating margin as we (i) achieve
disproportionate growth in our higher margin, faster growing
lifestyle businesses, (ii) grow our international and
retail businesses, which also have higher operating margins than
VF averages, and (iii) continue our relentless focus on
cost reduction.
Earnings per share growth of 10% to 11% per year
While we have exceeded this target in recent
years, we did not meet this long-term target in 2008 and 2009
due to the negative impact of the factors discussed above. We
expect to increase earnings per share by 9% to 11% in 2010.
28
Return on invested capital of 17%
We believe
that a high return on capital is closely correlated with
enhancing total shareholder return. We calculate return on
invested capital as follows:
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
stockholders equity, plus combined short and long-term
debt. This ratio was 23.7% at the end of 2009. If cash were
netted, the ratio would have been 10.7%. This low debt to
capital ratio demonstrates VFs ability to navigate
effectively through a difficult economic environment and
maintain financial strength.
Dividend payout ratio of 40%
Our target is to
return approximately 40% of earnings to our stockholders through
dividends. The 2009 dividend payout ratio was 46.0% of diluted
earnings per share (excluding the effect of the impairment
charge discussed in the Analysis of Results of Continuing
Operations section below). Our industry-leading dividend
payout is expected to exceed 40% of earnings per share in 2010.
We continued our positive momentum in the Outdoor & Action
Sports businesses and achieved record revenue and operating
margin levels.
We gained market share in the United States in our core
Wrangler
®
and
Lee
®
brands in a very difficult economic environment.
Our Asia revenues increased 28%.
29
We completed the acquisition of Mo Industries Holdings, Inc.
(Mo Industries), a Los Angeles-based company that
owns the
Splendid
®
and
Ella
Moss
®
brands of premium sportswear marketed to upscale department and
specialty stores.
Our direct-to-consumer business revenues grew to 17% of Total
Revenues and we opened 90 stores.
Gross margin was at a record level of 44.3%.
We improved the profitability of our Sportswear businesses,
achieving double-digit operating margin.
We reduced inventories by 17%, reflecting our aggressive
management of inventory levels during the economic downturn.
Our record $973 million of cash flow from operating
activities allowed us to grow existing cash, while funding
(i) $298 million of investments in capital
expenditures and acquisitions, (ii) $262 million of
dividends, (iii) over $200 million in contributions to
our pension plans and (iv) $112 million of repurchases
of our Common Stock. We ended the year with $732 million of
cash and equivalents, almost doubling our prior year position.
And with our A minus investment grade credit rating,
we continue to have access to capital markets and have the
ability to borrow over $1.3 billion under committed bank
credit agreements.
We increased our dividends paid per share for the
37th consecutive year.
2009
2008
Compared with
Compared with
2008
2007
In millions
$
7,643
$
7,219
(156
)
109
(344
)
11
16
291
61
13
$
7,220
$
7,643
30
2009
2008
2007
44.3
%
43.9
%
43.5
%
32.4
31.7
30.1
1.7
10.2
%
12.3
%
13.4
%
31
32
Outdoor
& Action
Contemporary
Sports
Jeanswear
Imagewear
Sportswear
Brands
Other
In millions
$
2,387
$
2,897
$
988
$
631
$
195
$
121
59
50
282
(195
)
(30
)
(60
)
12
2
14
33
244
13
2,742
2,765
991
571
451
123
(76
)
(77
)
(3
)
86
(182
)
(126
)
(73
)
(37
)
(12
)
16
61
$
2,752
$
2,522
$
865
$
498
$
472
$
111
Outdoor
& Action
Contemporary
Sports
Jeanswear
Imagewear
Sportswear
Brands
Other
In millions
$
393
$
479
$
142
$
67
$
24
$
4
9
10
52
(110
)
(10
)
(25
)
28
(7
)
454
379
132
42
52
(3
)
(16
)
(8
)
(2
)
1
70
(1
)
(45
)
10
(13
)
4
$
508
$
370
$
87
$
52
$
37
$
2
Percent Change
2009
2008
2007
2009
2008
Dollars in millions
$
2,752.0
$
2,742.1
$
2,387.1
0.4
%
14.9
%
508.3
454.2
392.7
11.9
%
15.7
%
18.5
%
16.6
%
16.4
%
33
Percent Change
2009
2008
2007
2009
2008
Dollars in millions
$
2,522.5
$
2,764.9
$
2,896.7
(8.8
)%
(4.6
)%
370.2
378.9
479.4
(2.3
)%
(21.0
)%
14.7
%
13.7
%
16.6
%
34
Percent Change
2009
2008
2007
2009
2008
Dollars in millions
$
865.5
$
991.1
$
988.3
(12.7
)%
0.3
%
87.5
131.6
141.9
(33.5
)%
(7.2
)%
10.1
%
13.3
%
14.4
%
Percent Change
2009
2008
2007
2009
2008
Dollars in millions
$
498.3
$
570.7
$
631.2
(12.7
)%
(9.6
)%
52.0
41.6
66.8
25.0
%
(37.8
)%
10.4
%
7.3
%
10.6
%
35
Percent Change
2009
2008
2007
2009
2008
Dollars in millions
$
471.9
$
451.2
$
194.7
4.6
%
131.7
%
37.2
51.8
24.0
(28.2
)%
115.9
%
7.9
%
11.5
%
12.3
%
Percent Change
2009
2008
2007
2009
2008
Dollars in millions
$
110.2
$
122.7
$
121.3
(10.2
)%
1.1
%
1.2
(2.4
)
4.0
N/A
N/A
1.1
%
(2.0
)%
3.3
%
36
2009
2008
2007
In millions
$
164.7
$
178.2
$
187.0
(143.7
)
(150.3
)
(146.4
)
(13.7
)
21.0
27.9
26.9
72.6
79.3
96.4
11.1
11.3
10.9
91.3
1.3
6.1
$
196.0
$
119.8
$
140.3
37
38
2009
2008
Dollars in millions
$
1,536.8
$
1,640.8
2.4 to 1
2.6 to 1
23.7
%
25.2
%
39
40
Payment Due or Forecasted by Period
Total
2010
2011
2012
2013
2014
Thereafter
In millions
$
1,149
$
203
$
3
$
3
$
3
$
3
$
934
383
68
45
42
33
34
161
1,203
71
58
58
58
57
901
898
180
159
131
107
95
226
318
59
78
79
50
52
742
690
15
15
15
7
72
43
14
9
5
1
$
4,765
$
1,314
$
372
$
337
$
271
$
249
$
2,222
(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, 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
20% of the stated minimum lease payments. Total lease
commitments exclude $9.4 million of payments to be received
under noncancelable subleases.
(5)
Minimum royalty payments include required minimum advertising
commitments under license agreements.
(6)
Inventory obligations represent binding commitments to purchase
finished goods, raw materials and sewing labor in the ordinary
course of business that are payable upon satisfactory receipt of
the inventory by VF. The reported amount excludes inventory
purchase liabilities included in Accounts Payable at December
2009.
(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 defined benefit pension plans are
not included in the table because of uncertainty over whether or
when further contributions will be required.
VF has entered into $84.5 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.
41
42
43
44
Cash flows arising from future revenues and profitability,
changes in working capital, capital spending, depreciation,
amortization and income taxes for a 10 year forecast period.
A terminal growth rate of the business unit for years beyond our
10 year financial forecast period. At 10 years, the
forecast assumes that the business has matured and long-term
growth levels have been reached. This terminal growth rate is
generally comparable with historical growth rates for overall
consumer spending and, more specifically, for apparel spending
in the United States.
45
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
comparably-sized companies, beta obtained from comparable
companies and the cost of debt for investment grade issuers.
46
47
48
Increase (Decrease) in
Projected
Pension Expense
Benefit Obligations
Dollars in millions
$
13
$
83
(12
)
(77
)
3
(3
)
(1
)
(4
)
1
4
49
Year Ended December 2009
Exclude
Impact of Foreign
Constant
As Reported
Currency Exchange
Currency
In millions
$
2,752
$
(76
)
$
2,828
2,522
(77
)
2,599
865
866
498
498
472
(3
)
475
111
110
$
7,220
$
(156
)
$
7,376
50
Year Ended December 2009
Exclude
Impairment
As Reported
Charge
As Adjusted
In millions
$
655
$
(122
)
$
777
196
(8
)
204
458
(114
)
573
3
3
$
461
$
(114
)
$
576
$
4.18
$
(1.04
)
$
5.22
4.13
(1.03
)
5.16
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.
51
Item 9A.
Controls
and Procedures.
Item 9B.
Other
Information.
Item 10.
Directors
and Executive Officers of VF.
52
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.
53
Item 15.
Exhibits
and Financial Statement Schedules.
Page
Number
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-10
*
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 2009, 2008 and
2007 relate to the fiscal years ended on
January 2, 2010 (52 weeks), January 3, 2009
(53 weeks) and December 29, 2007 (52 weeks),
respectively.
Page
Number
F-48
3.
Exhibits
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)
54
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
By:
By:
By:
Charles V. Bergh*
Director
Richard T. Carucci*
Director
Juliana L. Chugg*
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:
March 3, 2010
58
Index to Consolidated Financial Statements
and Financial Statement Schedule
December 2009
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-10
F-47
F-1
F-2
F-3
F-4
Year Ended December
2009
2008
2007
In thousands, except per share amounts
$
7,143,074
$
7,561,621
$
7,140,811
77,212
80,979
78,548
7,220,286
7,642,600
7,219,359
4,025,122
4,283,680
4,080,022
2,336,394
2,419,925
2,173,896
121,953
6,483,469
6,703,605
6,253,918
736,817
938,995
965,441
2,230
6,115
9,310
(85,902
)
(94,050
)
(72,122
)
1,528
(2,969
)
4,074
(82,144
)
(90,904
)
(58,738
)
654,673
848,091
906,703
196,215
245,244
292,832
458,458
602,847
613,871
(21,625
)
458,458
602,847
592,246
2,813
(99
)
(625
)
$
461,271
$
602,748
$
591,621
$
4.18
$
5.52
$
5.55
(0.20
)
4.18
5.52
5.36
$
4.13
$
5.42
$
5.41
(0.19
)
4.13
5.42
5.22
$
2.37
$
2.33
$
2.23
F-5
Year Ended December
2009
2008
2007
In thousands
$
458,458
$
602,847
$
592,246
52,735
(133,035
)
136,877
(15,267
)
30,057
(33,493
)
(1,522
)
(8,517
)
532
2,981
50,191
(18,081
)
(9,916
)
(378,272
)
66,999
60,525
1,562
5,296
(13,024
)
4,266
2,691
2,691
4,383
(16,830
)
142,620
(28,724
)
(8,971
)
(10,099
)
(26,377
)
3,457
3,795
10,119
9,802
12,869
8,746
(3,778
)
(4,836
)
(3,355
)
3,553
(8,534
)
(9,438
)
6,693
66,552
(337,789
)
162,608
525,010
265,058
754,854
2,739
(377
)
(961
)
$
527,749
$
264,681
$
753,893
F-6
Year Ended December
2009
2008
2007
In thousands
$
458,458
$
602,847
$
592,246
-
-
21,625
121,953
-
113,207
105,059
94,540
40,500
39,427
27,106
16,745
21,685
19,581
36,038
31,592
62,413
24,836
22,062
13,859
(114,149
)
(4,787
)
7,094
54,674
23,654
(3,748
)
(6,923
)
(11,477
)
(13,548
)
75,449
52,679
(49,673
)
209,439
(38,275
)
(24,113
)
77,173
(66,866
)
15,644
(69,560
)
(67,214
)
77,212
(11,714
)
471
(1,932
)
14,763
24,118
(7,541
)
(25,182
)
(22,438
)
31,986
(42,222
)
(33,065
)
(29,122
)
973,485
679,472
833,629
-
(21,625
)
to cash used by discontinued operations:
-
24,554
(1,071
)
(15,982
)
(1,071
)
(13,053
)
973,485
678,401
820,576
(85,859
)
(124,207
)
(113,863
)
(212,339
)
(93,377
)
(1,060,636
)
(9,735
)
(10,601
)
(6,367
)
-
348,714
580
537
12,368
(9,523
)
11,862
13,965
(316,876
)
(215,786
)
(805,819
)
-
(243
)
(316,876
)
(215,786
)
(806,062
)
(11,019
)
(67,736
)
36,785
-
592,758
(3,242
)
(3,632
)
(168,671
)
(111,974
)
(149,729
)
(350,000
)
(261,682
)
(255,235
)
(246,634
)
62,590
64,972
69,539
6,464
22,504
15,571
(480
)
(905
)
(319,343
)
(389,761
)
(50,652
)
12,439
(12,873
)
14,777
349,705
59,981
(21,361
)
381,844
321,863
343,224
$
731,549
$
381,844
$
321,863
F-7
VF Corporation Stockholders
Accumulated
Additional
Other
Non-
Common
Paid-in
Comprehensive
Retained
controlling
Stock
Capital
Income (Loss)
Earnings
Interests
In thousands
$
112,185
$
1,469,764
$
(123,652
)
$
1,806,875
$
232
591,621
625
(246,634
)
(4,116
)
(345,884
)
1,752
149,556
(11,641
)
(23
)
(2,036
)
1,095
(562
)
129,958
336
46,262
22,539
(6,085
)
(10,867
)
(2,745
)
109,798
1,619,320
61,495
1,786,216
1,726
602,748
99
(255,235
)
(2,000
)
(147,729
)
2,027
130,144
(14,162
)
23
1,036
(750
)
(103,968
)
278
(227,016
)
1,729
(8,534
)
109,848
1,749,464
(276,294
)
1,972,874
1,353
F-8
VF Corporation Stockholders
Accumulated
Additional
Other
Non-
Common
Paid-in
Comprehensive
Retained
controlling
Stock
Capital
Income (Loss)
Earnings
Interests
In thousands
$
109,848
$
1,749,464
$
(276,294
)
$
1,972,874
$
1,353
461,271
(2,813
)
(261,682
)
(1,560
)
(110,415
)
1,977
115,035
(12,732
)
20
793
(480
)
37,468
74
25,021
510
3,553
$
110,285
$
1,864,499
$
(209,742
)
$
2,050,109
$
(1,866
)
F-9
Note A
Significant
Accounting Policies
F-10
Noncontrolling interests in subsidiaries were reclassified from
Other Liabilities to a separate component of Stockholders
Equity.
Net income was adjusted to separately present net income
attributable to noncontrolling interests.
Comprehensive income was adjusted to separately present
comprehensive income attributable to noncontrolling interests.
F-11
F-12
F-13
F-14
F-15
Note B
Acquisitions
F-16
2009
2008
Acquisition
Acquisition
In thousands
$
5,244
$
813
18,234
21,599
98,900
6,314
115,700
7,170
142,361
15,678
380,439
51,574
7,384
22,209
79,038
3,986
86,422
26,195
$
294,017
$
25,379
F-17
Note C
Sale of
Intimate Apparel Business and Sale of
H.I.S
®
Brand
$
196,167
$
2,929
(24,554
)
$
(21,625
)
Note D
Accounts
Receivable
2009
2008
In thousands
$
786,604
$
833,561
49,916
65,884
836,520
899,445
60,380
48,163
$
776,140
$
851,282
F-18
Note E
Inventories
2009
2008
In thousands
$
772,458
$
931,122
70,507
87,543
115,674
133,230
$
958,639
$
1,151,895
Note F
Property,
Plant and Equipment
2009
2008
In thousands
$
47,731
$
47,288
578,861
555,407
975,016
954,939
1,601,608
1,557,634
987,430
914,907
$
614,178
$
642,727
F-19
Note G
Intangible
Assets
Weighted
Net
Average
Accumulated
Carrying
Life
Cost
Amortization
Amount
Dollars in thousands
19 years
$
442,549
$
81,510
$
361,039
24 years
180,111
42,664
137,447
7 years
17,726
11,111
6,615
505,101
1,030,020
$
1,535,121
20 years
$
324,191
$
52,105
$
272,086
22 years
180,158
34,769
145,389
7 years
17,509
8,269
9,240
426,715
939,507
$
1,366,222
*
Amortization of customer relationships accelerated
methods; license agreements accelerated and
straight-line methods; trademarks and other
straight-line method.
F-20
Note H
Goodwill
Outdoor &
Contemporary
Action Sports
Jeanswear
Imagewear
Sportswear
Brands
In thousands
$
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
142,361
(31,142
)
(58,453
)
(12,256
)
3,818
(3,454
)
8,149
3,112
1,747
$
535,535
$
238,930
$
56,703
$
157,314
$
379,198
*
Represents reclassification from indefinite-lived Intangible
Assets upon finalization of purchase price allocation.
F-21
Note I
Other
Assets
2009
2008
In thousands
$
179,276
$
152,653
17,138
12,216
6,123
85,642
11,182
90,947
41,200
47,091
10,159
11,130
59,244
58,432
$
324,322
$
458,111
Note J
Short-term
Borrowings
F-22
Note K
Accrued
Liabilities
2009
2008
In thousands
$
125,972
$
133,620
19,000
22,300
31,996
17,574
4,785
6,221
63,278
70,173
22,547
25,127
20,195
20,296
14,733
15,030
13,476
26,034
12,427
13,308
11,763
11,376
9,257
9,300
3,302
9,400
118,034
140,140
$
470,765
$
519,899
Note L
Long-term
Debt
2009
2008
In thousands
$
200,000
$
200,000
250,000
250,000
292,810
292,679
350,000
350,000
48,863
52,189
1,141,673
1,144,868
203,179
3,322
$
938,494
$
1,141,546
F-23
Notes and
Capital
Other
Leases
In thousands
$
200,655
$
4,367
165
4,295
174
4,147
187
4,155
200
4,123
910,141
28,363
1,111,522
49,450
7,190
12,109
1,104,332
37,341
200,655
2,524
$
903,677
$
34,817
Note M
Other
Liabilities
2009
2008
In thousands
$
182,965
$
156,538
247,583
405,517
18,269
47,773
73,006
9,434
46,970
42,057
29,710
28,693
5,250
27,792
27,633
$
626,295
$
722,895
F-24
2009
2008
2007
In thousands
$
40,069
$
38,699
$
32,615
1,664
9,052
12,795
10,367
(8,193
)
(10,341
)
(7,862
)
545
(1,084
)
1,915
41,473
40,069
38,699
11,763
11,376
10,791
$
29,710
$
28,693
$
27,908
Note N
Retirement
and Savings Benefit Plans
2009
2008
2007
Dollars in thousands
$
14,904
$
16,473
$
21,701
71,799
69,043
67,653
(53,515
)
(83,360
)
(82,611
)
4,383
60,525
1,562
5,296
4,266
2,691
2,691
97,979
10,792
14,730
1,651
$
97,979
$
10,792
$
13,079
6.50
%
6.40
%
5.95
%
8.00
%
8.00
%
8.25
%
4.00
%
4.00
%
4.00
%
F-25
2009
2008
Dollars in thousands
$
692,749
$
1,066,980
50,018
132,295
(319,889
)
212,128
15,579
265
(58,653
)
(69,921
)
5,566
1,034,368
692,749
1,107,666
1,117,048
51,661
17,200
16,473
75,242
69,043
265
73,569
(24,977
)
13,024
(58,652
)
(69,921
)
5,278
1,285,253
1,107,666
$
(250,885
)
$
(414,917
)
$
(3,302
)
$
(9,400
)
(247,583
)
(405,517
)
$
(250,885
)
$
(414,917
)
$
408,959
$
459,569
22,577
13,818
$
431,536
$
473,387
$
1,225,213
$
1,061,208
6.02
%
6.50
%
4.01
%
4.00
%
*
Represents assets and projected benefit obligations,
respectively, of foreign plans at the beginning in 2009. Amounts
of assets, projected benefit obligations, funded status and
deferred actuarial losses in prior years were not significant.
F-26
2010
Target
Allocation
46 - 60
%
25 - 35
8 - 12
0 - 10
0 - 7
*
Includes commodity-linked investments and U.S. government fixed
income investments, including Treasury inflation-protected
securities (TIPS).
F-27
Fair Value Measurement at December 2009
Quoted
Prices in
Total
Active
Significant
Plan
Markets for
Other
Significant
Assets at
Identical
Observable
Unobservable
December
Assets
Inputs
Inputs
2009
(Level 1)
(Level 2)
(Level 3)
In thousands
$
146,003
$
707
$
145,296
$
412,926
408,807
4,119
60,010
60,010
119,039
70,822
48,217
221,596
221,596
55,941
1,175
54,766
15,963
15,963
2,890
2,890
$
1,034,368
$
484,401
$
549,967
$
(a)
Consists of $100.0 million contributed to the plan by VF in
late 2009 that had not been allocated to individual investment
managers, plus amounts held by individual portfolio managers of
other asset categories for their respective liquidity and for
plan liquidity. Category includes an institutional fund that
invests primarily in short-term U.S. government securities.
(b)
Includes institutional funds that invest directly in U.S. real
estate properties and U.S. real estate securities.
(c)
Consists of derivative commodity futures.
F-28
Note O
Capital
F-29
2009
2008
In thousands
$
59,671
$
22,203
(265,970
)
(290,991
)
(6,180
)
(6,690
)
2,737
(816
)
$
(209,742
)
$
(276,294
)
Note P
Stock-based
Compensation
2009
2008
2007
33% to 48%
23% to 36%
22% to 30%
38%
27%
24%
4.9 to 7.4
4.8 to 7.3
4.7 to 7.3
3.5%
2.8%
3.2%
0.5% to 2.9%
2.1% to 3.6%
5.2% to 4.8%
$15.39
$18.58
$16.80
F-30
Weighted
Weighted
Average
Aggregate
Average
Remaining
Intrinsic
Number
Exercise
Contractual
Value
Outstanding
Price
Term (Years)
(In thousands)
8,319,728
$
59.29
1,358,045
53.67
(1,654,115
)
43.75
(237,485
)
68.83
7,786,173
61.29
6.5
$
93,020
5,458,568
56.90
5.3
$
79,668
Performance-based
Nonperformance-based
Weighted
Weighted
Average
Average
Number
Grant Date
Number
Grant Date
Outstanding
Fair Value
Outstanding
Fair Value
719,811
$
69.80
40,000
$
79.05
378,908
57.42
10,000
57.38
(280,418
)
57.55
(39,728
)
64.34
778,573
68.47
50,000
74.72
168,424
77.00
F-31
Weighted
Average
Shares
Grant Date
Outstanding
Fair Value
96,054
$
68.43
3,000
76.81
3,335
63.89
(10,523
)
79.49
91,866
67.27
Note Q
Income
Taxes
2009
2008
2007
In thousands
$
402,379
$
592,828
$
628,122
252,294
255,263
278,581
$
654,673
$
848,091
$
906,703
F-32
2009
2008
2007
In thousands
$
80,585
$
134,458
$
217,466
45,208
64,847
54,033
15,748
22,285
25,081
141,541
221,590
296,580
54,674
23,654
(3,748
)
$
196,215
$
245,244
$
292,832
2009
2008
2007
In thousands
$
229,136
$
296,832
$
317,346
9,415
19,767
21,345
(76,059
)
(82,018
)
(44,058
)
4,781
8,456
(10
)
35,648
(4,364
)
(2,342
)
2,207
(1,791
)
$
196,215
$
245,244
$
292,832
F-33
2009
2008
In thousands
$
10,328
$
24,001
225,107
302,312
97,516
103,489
112,802
100,238
30,847
32,934
2,489
479,089
562,974
(110,371
)
(93,424
)
368,718
469,550
229
299,260
229,061
22,720
16,950
43,297
31,981
5,091
19,698
370,368
297,919
$
(1,650
)
$
171,631
$
64,959
$
96,339
(4,785
)
(6,221
)
11,182
90,947
(73,006
)
(9,434
)
$
(1,650
)
$
171,631
F-34
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
2,780
2,780
1,264
2,274
3,538
(7,651
)
(1,958
)
(9,609
)
(9,624
)
(1,795
)
(11,419
)
(2,555
)
(763
)
(3,318
)
233
233
$
41,878
$
8,579
$
50,457
F-35
2009
2008
In thousands
$
50,457
$
68,252
8,362
11,406
42,095
56,846
23,826
9,073
$
18,269
$
47,773
*
Includes $6.2 million as a reduction of Goodwill.
Note R
Business
Segment Information
Outdoor & 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
2009
2008(a)
2007
In thousands
$
2,751,978
$
2,742,096
$
2,387,136
2,522,459
2,764,875
2,896,699
865,472
991,072
988,321
498,317
570,721
631,194
471,890
451,152
194,676
110,170
122,684
121,333
$
7,220,286
$
7,642,600
$
7,219,359
$
508,289
$
454,182
$
392,658
370,186
378,881
479,435
87,489
131,626
141,866
51,993
41,561
66,776
37,184
51,817
23,995
1,194
(2,414
)
3,955
1,056,335
1,055,653
1,108,685
(121,953
)
(196,037
)
(119,627
)
(139,170
)
(83,672
)
(87,935
)
(62,812
)
$
654,673
$
848,091
$
906,703
(a)
Restructuring costs totaling $41.0 million in the fourth
quarter of 2008 reduced coalition profit as follows:
Outdoor & 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-37
(b)
Goodwill and trademark impairment charges totaling
$122.0 million in the fourth quarter of 2009 related to:
Outdoor & Action Sports
$36.7 million; Sportswear $58.5 million,
and Contemporary Brands $26.8 million. See
Notes H and U.
2009
2008
2007
In thousands
$
835,980
$
925,516
$
921,437
843,495
1,016,582
1,092,555
319,665
344,739
354,783
102,851
97,425
121,485
213,462
230,062
188,533
62,220
60,226
67,019
2,377,673
2,674,550
2,745,812
731,549
381,844
321,863
2,902,801
2,680,020
2,713,432
76,141
187,286
130,220
382,493
510,168
535,358
$
6,470,657
$
6,433,868
$
6,446,685
$
32,907
$
40,603
$
53,286
17,547
31,229
29,413
2,131
9,145
9,015
1,776
2,736
6,940
17,309
28,268
6,038
4,412
6,261
3,106
9,777
5,965
6,065
$
85,859
$
124,207
$
113,863
$
50,485
$
46,912
$
37,473
39,297
40,744
40,138
12,438
12,858
11,950
12,821
15,879
13,201
30,121
21,318
6,802
3,530
5,866
7,064
21,760
22,594
24,599
$
170,452
$
166,171
$
141,227
F-38
2009
2008
2007
In thousands
$
5,078,065
$
5,321,054
$
5,202,940
2,142,221
2,321,546
2,016,419
$
7,220,286
$
7,642,600
$
7,219,359
$
449,091
$
471,892
$
462,263
38,459
39,632
52,946
126,628
131,203
136,649
$
614,178
$
642,727
$
651,858
Note S
Commitments
2009
2008
2007
In thousands
$
176,490
$
152,053
$
128,802
5,966
6,702
7,072
$
182,456
$
158,755
$
135,874
F-39
Note T
Earnings
Per Share
2009
2008
2007
In thousands, except per share amounts
$
458,458
$
602,847
$
613,871
2,813
(99
)
(625
)
$
461,271
$
602,748
$
613,246
110,389
109,234
110,443
$
4.18
$
5.52
$
5.55
$
461,271
$
602,748
$
613,246
110,389
109,234
110,443
1,216
2,021
2,905
111,605
111,255
113,348
$
4.13
$
5.42
$
5.41
Note U
Fair
Value Measurements
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.
F-40
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.
Fair Value Measurement Using:
Quoted Prices
Significant
in Active
Other
Significant
Total
Markets for
Observable
Unobservable
Fair
Identical Assets
Inputs
Inputs
Value
(Level 1)
(Level 2)
(Level 3)
In thousands
$
454,070
$
454,070
$
$
8,536
8,536
182,306
140,872
41,434
13,587
13,587
199,831
199,831
$
156,900
$
156,900
$
$
1,089
1,089
157,651
114,778
42,873
26,034
26,034
176,394
176,394
F-41
Business Unit
Reef
®
Nautica
®
lucy
®
Total
In thousands
$
31,142
$
58,453
$
12,256
$
101,851
5,600
14,502
20,102
$
36,742
$
58,453
$
26,758
$
121,953
F-42
Note V
Derivative
Financial Instruments and Hedging Activities
Fair Value of Derivatives
Fair Value of Derivatives
with Unrealized Gains
with Unrealized Losses
December
December
December
December
2009
2008
2009
2008
In thousands
$
11,183
$
13,529
$
16,769
$
38,474
560
25
$
11,743
$
13,529
$
16,794
$
38,474
F-43
December 2009
December 2008
In thousands
$
6,843
$
1,089
(13,476
)
(26,034
)
1,693
(111
)
Location of
Location of
Gain (Loss)
Gain (Loss)
Gain (Loss) on
Gain (Loss) on
Hedged Items
Recognized
on Related
Fair Value
Derivatives
Derivatives
in Fair Value
on Related
Hedged Items
Hedging
Recognized in
Recognized in
Hedge
Hedged
Recognized in
Relationships
Income
Relationships
Items
Income
In thousands
In thousands
Foreign exchange
Miscellaneous
income
(expense)
$4,770
Advances
intercompany
Miscellaneous
income
(expense)
$(5,667)
F-44
Location of Gain
Gain (Loss)
Cash Flow
Gain (Loss) on
(Loss) Reclassified
Reclassified
Hedging
Derivatives
from Accumulated
from Accumulated
Recognized in OCI
OCI into Income
In thousands
In thousands
$
(8,971
)
Net sales
$
534
Cost of goods sold
(10,897
)
Miscellaneous income (expense)
445
Interest expense
116
$
(8,971
)
$
(9,802
)
Note W
Supplemental
Cash Flow Information
2009
2008
2007
In thousands
$
191,857
$
275,121
$
295,792
85,191
94,746
67,098
131
123
941
10,598
4,700
2,668
11,554
770
7,257
4,209
27,924
29,423
21,905
F-45
Note X
Subsequent
Events
Note Y
Quarterly
Results of Operations (Unaudited)
First
Second
Third
Fourth
Full
Quarter
Quarter
Quarter
Quarter
Year
In thousands, except per share amounts
$
1,725,474
$
1,485,637
$
2,093,806
$
1,915,369
$
7,220,286
161,448
119,738
317,891
137,740
736,817
100,939
75,527
217,920
66,885
461,271
$
0.92
$
0.69
$
1.97
$
0.61
$
4.18
0.91
0.68
1.94
0.60
4.13
$
0.59
$
0.59
$
0.59
$
0.60
$
2.37
$
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
(a)
Goodwill and trademark impairment charges in the fourth quarter
of 2009 reduced operating results as follows: operating
income $122.0 million; net income
$114.4 million; basic earnings per share $1.04;
and diluted earnings per share $1.02 ($1.03 for full
year). See Notes H and U.
(b)
Restructuring costs in the fourth quarter of 2008 reduced
operating results as follows: operating income
$41.0 million; net income $32.8 million,
and basic and diluted earnings per share $0.30. See
Note K.
(c)
Net income in 2007 includes $21.6 million loss from
discontinued operations. See Note C.
F-46
Schedule II Valuation and Qualifying
Accounts
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
of Period
Expenses
Accounts
Deductions
Period
In thousands
$
48,163
24,836
12,619
(A)
$
60,380
$
98,564
461,953
451,534
(B)
$
108,983
$
93,424
4,781
12,166
(F)
$
110,371
$
59,053
22,062
32,952
(A)
$
48,163
$
126,799
489,439
517,674
(B)
$
98,564
$
129,227
8,453
44,256
(D)
$
93,424
$
46,113
13,859
1,253
(C)
2,172
(A)
$
59,053
$
116,595
454,713
12,369
(C)
456,878
(B)
$
126,799
$
127,347
5,632
13,316
(E)
17,068
(D)
$
129,227
$
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. Amount for 2007
includes 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)
Addition relates 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.
F-47
(a) | Unless the exercise date of this Option is accelerated in accordance with Article X of the Plan, this Option shall vest and be exercisable as follows: |
| one-third (1/3) of the shares of this Option (rounded up to the nearest whole share) shall only be exercisable for a period of nine (9) years, commencing on the first anniversary of the Date of Grant; | ||
| one-third (1/3) of the shares of this Option (rounded to the nearest whole share) shall only be exercisable for a period of eight (8) years, commencing on the second anniversary of the Date of Grant; and | ||
| one-third (1/3) of the shares of this Option (rounded down to the nearest whole share) shall only be exercisable for a period of seven (7) years, commencing on the third anniversary of the Date of Grant; and all rights to exercise all or any part of this Option will end upon the expiration of ten years from the Date of Grant; |
(b) | This Option shall only be exercisable so long as the Optionee remains an employee of the Corporation or a Subsidiary (as defined in the Plan); and | ||
(c) | In the event that the Optionees employment is terminated at any time prior to the exercise of this Option for any reason, all of the Optionees rights, if any then remain, under this Option shall be forfeited and this Option shall terminate immediately. |
1
(a) | is made at the discretion of the Corporation which retains certain rights pursuant to the Plan to amend the terms of the Option or the Plan; | ||
(b) | shall not be construed as entitling the Optionee to future option grants and/or continued employment with the Corporation (including its Subsidiaries); and | ||
(c) | shall not be considered as part of the Optionees salary for purposes of calculating severance in the event of the Optionees voluntary or involuntary termination of employment. |
2
VF CORPORATION
|
||||
By: | ||||
Eric C. Wiseman | ||||
Chairman, President and Chief Executive Officer | ||||
3
VF CORPORATION
|
||||
By: | ||||
Eric C. Wiseman | ||||
Chairman, President and Chief Executive Officer | ||||
1
1. | Opportunity to Earn PRSUs . |
2. | Incorporation of Plans by Reference; Certain Restrictions . |
3. | General Terms of PRSUs . |
2
4. | Earning of PRSUs . |
3
5. | Effect of Termination of Employment . |
6. | Settlement of PRSUs . |
7. | Tax Withholding . |
8. | Binding Effect; Integration . |
9. | PRSUs subject to Forfeiture Policy for Equity and Incentive Awards in the Event of Restatement of Financial Results . |
4
VF CORPORATION
|
||||
By: | ||||
Eric C. Wiseman | ||||
Chairman, President and Chief Executive Officer | ||||
1
2
(i) | Regular Cash Dividends . At the time of settlement of RSUs under Section 3(a), the Company shall determine the aggregate amount of regular cash dividends that would have been payable to Participant, based on record dates for dividends since the Grant Date, if the vested RSUs then to be settled had been outstanding shares of Common Stock at such record dates (without compounding of dividends but adjusted to account for splits and other extraordinary corporate transactions). Such aggregate cash amount will be converted to a number of shares by dividing the amount by the Fair Market Value of a share of Common Stock at the settlement date. | ||
(ii) | Common Stock Dividends and Splits . If the Company declares and pays a dividend or distribution on Common Stock in the form of additional shares of Common Stock, or there occurs a forward split of Common Stock, then the number of RSUs credited to Participants Account as of the payment date for such dividend or distribution or forward split shall be automatically adjusted by multiplying the number of RSUs credited to the Account as of the record date for such dividend or distribution or split by the number of additional shares of Common Stock actually paid as a dividend or distribution or issued in such split in respect of each outstanding share of Common Stock. | ||
(iii) | Adjustments . If the Company declares and pays a dividend or distribution on Common Stock that is not a regular cash dividend and not in the form of additional shares of Common Stock, or if there occurs any other event referred to in Article XI of the 1996 Plan, the Committee shall adjust the number of RSUs credited to Participants Account in a manner that will prevent dilution or enlargement of Participants rights with respect to RSUs, in an equitable manner determined by the Committee. | ||
(iv) | Settlement of RSUs Resulting from Dividend Equivalents and Adjustments. RSUs which directly or indirectly result from dividend equivalents on or adjustments to an RSU will be settled at the same time as the granted RSU. |
3
4
2
3
(A) | In no event may the number of PRSUs that may be potentially earnable by any one Participant in all Performance Cycles that begin in any one calendar year exceed the applicable annual per-person limitation set forth in Section 5.3 of the 1996 Plan; and | ||
(B) | The maximum percentage of the number of Target PRSUs that may be earned shall be 200% of the number of Target PRSUs, unless the Committee specifies a lesser percentage. |
4
(i) | Regular Cash Dividends . At the time of settlement of PRSUs under Section 8 or 9, the Administrator shall determine the aggregate amount of regular cash dividends that would have been payable to the Participant, based on record dates for dividends since the beginning of the Performance Cycle (or, if later, the date of the Participants Designation of Participation), if the earned PRSUs then to be settled had been outstanding shares of Common Stock at such record date (without compounding of dividends but adjusted to account for splits and other extraordinary corporate transactions). Such aggregate cash amount will be converted to a number of shares by dividing the amount by the Fair Market Value of a share of Common Stock at the settlement date. | ||
(ii) | Common Stock Dividends and Splits . If the Company declares and pays a dividend or distribution on Common Stock in the form of additional shares of Common Stock, or there occurs a forward split of Common Stock, then the |
5
number of PRSUs credited to each Participants Account and potentially earnable hereunder as of the payment date for such dividend or distribution or forward split shall be automatically adjusted by multiplying the number of PRSUs credited to the Account or potentially earnable as of the record date for such dividend or distribution or split by the number of additional shares of Common Stock actually paid as a dividend or distribution or issued in such split in respect of each outstanding share of Common Stock. |
(iii) | Adjustments . If the Company declares and pays a dividend or distribution on Common Stock that is not a regular cash dividend and not in the form of additional shares of Common Stock, of if there occurs any other event referred to in Article XI of the 1996 Plan, the Committee may determine to adjust the number of PRSUs credited to each Participants Account and potentially earnable hereunder, in order to prevent dilution or enlargement of Participants rights with respect to PRSUs. |
(i) | Retirement . | ||
(A) With respect to Performance Cycles for the years 2008-2010 and 2009-2011, if Termination of Employment is due to the Retirement (as defined in the 1996 Plan) of the Participant, the Participant shall be entitled to receive settlement of a Pro Rata Portion of the total number of PRSUs the Participant is deemed to have earned in accordance with this Section 8(a)(i)(A), with the Proration Date (used to calculate the Pro Rata Portion) being the date of Retirement, except that PRSUs relating to any Performance Cycle beginning in 2009 that has not completed one full year as of the date of Termination of Employment will not be earnable and will be cancelled as of the date of Termination of Employment. The settlement of |
6
such PRSUs shall occur promptly (and in any event not later than March 15) following completion of the fiscal year of the Company in which the Termination of Employment occurs. Performance for any open Performance Cycle shall be deemed to be the average performance achieved for the fiscal year(s) completed prior to the date of settlement. Any deferral election filed by the Participant shall be effective and apply to the settlement of the PRSUs. |
(B) For any Performance Cycle commencing in 2010 or thereafter, if Termination of Employment is due to the Retirement of the Participant, the Participant shall be entitled to receive settlement of the total number of PRSUs the Participant is deemed to have earned for the full Performance Cycle in accordance with Section 6(c), except that PRSUs relating to any Performance Cycle that has not completed one full year as of the date of Termination of Employment will not be earnable and will be cancelled as of the date of Termination of Employment. The settlement of PRSUs for any such Performance Cycle shall occur promptly (and in any event not later than March 15) following completion of that Performance Cycle. Any deferral election filed by the Participant shall be effective and apply to the settlement of the PRSUs. | |||
(ii) | Death or Disability. If Termination of Employment is due to the Participants death or Disability, the Participant in the case of Disability or the Participants Beneficiary in the case of death shall be entitled to receive settlement of a Pro Rata Portion of the total number of PRSUs the Participant is deemed to have earned in accordance with this Section 8(a)(ii), with the Proration Date (used to calculate the Pro Rata Portion) being the date of death or Termination due to Disability. The settlement of such PRSUs shall occur promptly (and in any event not later than March 15) following completion of the fiscal year of the Company in which the date of death or Termination due to Disability occurs. Performance for any open Performance Cycle shall be deemed to be the average performance achieved for the fiscal year(s) completed prior to the date of settlement. Any deferral election filed by the Participant shall have no effect on the settlement of the PRSUs. | ||
(iii) | Involuntary Termination By the Company Not for Cause Prior to a Change in Control. If Termination of Employment is an involuntary separation by the Company not for Cause prior to a Change in Control, the Participant shall be entitled to receive settlement of a Pro Rata Portion of the total number of PRSUs the Participant is deemed to have earned in accordance with this Section 8(a)(iii), with the Proration Date (used to calculate the Pro Rata Portion) being the earlier of (A) the last day of the payroll period with respect to which a severance payment in the nature of salary continuation has been made and (B) the last day of the Performance Cycle. If no severance payments are to be made, the applicable Proration Date shall be the date of Termination of Employment. In all cases under this Section 8(a)(iii), PRSUs relating to any Performance Cycle beginning in 2009 or later or, with respect to the 2008-2010 Performance Cycle, as to which the Participant has been designated a participant after July 1, 2008, in which the |
7
Participant has not participated for twelve months as of the date of Termination of Employment (i.e., Termination occurs within 12 months after the Participants Designation of Participation) will not be earnable and will be cancelled as of the date of Termination of Employment. The settlement of PRSUs shall occur promptly (and in any event not later than March 15) following completion of the fiscal year of the Company in which the Proration date occurs. Performance for any open Performance Cycle shall be deemed to be the average performance achieved for the fiscal year(s) completed prior to the date of settlement. Any deferral election filed by the Participant shall have no effect on the settlement of the PRSUs. | |||
(iv) | At or Following a Change in Control, Involuntary Termination By the Company Not for Cause or by Participant for Good Reason. If Termination of Employment occurs at or after a Change in Control and is an involuntary separation by the Company not for Cause or a Termination by the Participant for Good Reason, the Participant shall be entitled to receive settlement of the total number of PRSUs the Participant is deemed to have earned in accordance with this Section 8(a)(iv), promptly (and in any event within 30 days) following the date of Termination of Employment. The amount of the settlement shall assume that the Participant has remained with the Company through the completion of each open Performance Cycle and that the performance achieved by the Company for each such Performance Cycle is the average of the performance achieved for the completed year(s) in such Performance Cycle if greater than 100% (i.e., the performance required to earn at least the Target PRSUs), or, if such average is less than 100%, the performance achieved shall be deemed to be the average of the actual performance for the completed year(s) in such Performance Cycle (if any) together with performance for years not yet complete being deemed to be 100% of target performance. Any deferral election filed by the Participant shall have no effect on the settlement of the PRSUs. | ||
(v) | Termination by the Company for Cause or Voluntary Termination by the Participant . If Termination of Employment is either by the Company for Cause or voluntary by the Participant (excluding a Termination for Good Reason following a Change in Control and excluding a Retirement), PRSUs relating to each Performance Cycle which has not yet ended will cease to be earnable and will be canceled. |
8
9
10
11
(i) | Authority to adopt such rules for the administration of the Plan as the Administrator considers desirable, provided they do not conflict with the Plan; and | ||
(ii) | Authority under Section 9(b) to impose restrictions or limitations on Participant deferrals under the Plan, including in order to promote cost-effective administration of the Plan; no restriction or limitation on deferrals shall be deemed to conflict with the Plan. |
12
Name | Jurisdiction of Organization | |
C.C.R.L., LLC (70% owned)
|
California | |
Eagle Creek, Inc.
|
Delaware | |
Green Sport Monte Bianco S.p.A.
|
Italy | |
H.D. Lee Apparel Ltd.
|
China | |
Imagewear Apparel Corp.
|
Delaware | |
JanSport Apparel Corp.
|
Delaware | |
Jeanswear Ventures, LLC
|
Delaware | |
John Varvatos Apparel Corp.
|
Delaware | |
John Varvatos Enterprises, Inc.
|
Delaware (80% owned) | |
Kipling Apparel Corp.
|
Delaware | |
Lee Bell, Inc.
|
Delaware | |
lucy activewear, inc.
|
Delaware | |
Mo Industries, LLC
|
Delaware | |
Nautica Apparel, Inc.
|
Delaware | |
Nautica Retail USA, Inc.
|
Delaware | |
Ring Company
|
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 Apparel (Shenzen) Co., Ltd.
|
China | |
VF Arvind Brands Private Limited
|
India (60% owned) | |
VF Asia Ltd.
|
Hong Kong | |
VF Canada, Inc.
|
Canada | |
VF Chile S.A.
|
Chile | |
VF Contemporary Brands, Inc.
|
Delaware | |
VF de Argentina S.A.
|
Argentina | |
VF do Brasil Ltda.
|
Brazil | |
VF Ege Soke Giyim Sanayi ve Ticaret A.S.
|
Turkey | |
VF Enterprises S.a.R.L.
|
Luxembourg | |
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 Imagewear Royal, Inc.
|
Delaware | |
VF International S.a.g.l.
|
Switzerland | |
VF Investments S.à.r.l.
|
Luxembourg |
Name | Jurisdiction of Organization | |
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 Espana S.L.
|
Spain | |
VF Jeanswear Limited Partnership
|
Delaware | |
VF Luxembourg S.à.r.l.
|
Luxembourg | |
VF Mauritius Ltd.
|
Mauritius | |
VF Northern Europe Ltd.
|
United Kingdom | |
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 Receivables, LP
|
Delaware | |
VF Scandinavia A/S
|
Denmark | |
VF Services, Inc.
|
Delaware | |
VF Sourcing Asia S.a.R.L.
|
Luxembourg | |
VF Sportswear, 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. |
ATTEST: | V.F. CORPORATION | |||||||
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By: | /s/ Eric C. Wiseman | ||||||
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/s/ Candace S. Cummings
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Eric C. Wiseman | |||||||
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Candace S. Cummings
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Chairman of the Board | |||||||
Secretary
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Principal Executive Officer:
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Principal Financial Officer: | |||||||
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/s/ Eric C. Wiseman
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/s/ Robert K. Shearer | |||||||
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Eric C. Wiseman
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Robert K. Shearer | |||||||
President and Chief Executive Officer
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Senior Vice President and | |||||||
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Chief Financial Officer | |||||||
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/s/ Charles V. Bergh
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/s/ Robert J. Hurst | |||||||
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Charles V. Bergh, Director
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Robert J. Hurst, Director | |||||||
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/s/ Richard T. Carucci
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/s/ W. Alan McCollough | |||||||
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Richard T. Carucci, Director
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W. Alan McCollough, Director | |||||||
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/s/ Juliana L. Chugg
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/s/ Clarence Otis, Jr. | |||||||
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Juliana L. Chugg, Director
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Clarence Otis, Jr., Director | |||||||
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/s/ Juan Ernesto de Bedout
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/s/ M. Rust Sharp | |||||||
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Juan Ernesto de Bedout, Director
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M. Rust Sharp, Director | |||||||
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/s/ Ursula O. Fairbairn
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/s/ Raymond G. Viault | |||||||
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Ursula O. Fairbairn, Director
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Raymond G. Viault, Director | |||||||
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/s/ Barbara S. Feigin
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/s/ Eric C. Wiseman | |||||||
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Barbara S. Feigin, Director
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Eric C. Wiseman, Director | |||||||
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/s/ George Fellows
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George Fellows, Director
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(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, 2010 | /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, 2010 | /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. |
/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. |
/s/ Robert K. Shearer | ||||
Robert K. Shearer | ||||
Senior Vice President and Chief Financial Officer | ||||