(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number) |
Securities registered pursuant to Section 12(b) of the Act: | ||
(Title of each class) | (Trading Symbol(s)) | (Name of each exchange on which registered) |
PAGE NUMBER | |||
ITEM 1. BUSINESS. |
• | Drive and optimize our portfolio. Investing in our brands to realize their full potential, while ensuring the composition of our portfolio positions us to win in evolving market conditions; |
• | Distort investments to Asia. Investing in and scaling our business across the Asia-Pacific region, especially China, to unlock growth opportunities for our brands in this fast-growing region; |
• | Elevate direct channels. Investing in our direct-to-consumer business to make it the pinnacle expression of our brands, and prioritizing serving consumers through e-commerce and digitally enabled transactions; and, |
• | Accelerate our consumer-minded, retail-centric, hyper-digital business model transformation. Becoming consumer- and retail-centric to meet and exceed consumers' needs across all channels, and operate our business differently - from the design studio to the factory floor to the point of sale - by thinking and acting more like a vertical retailer. |
REPORTABLE SEGMENT | BRANDS | PRIMARY PRODUCTS | ||
Outdoor | The North Face® | High performance outdoor apparel, footwear, equipment, accessories | ||
Timberland® | Outdoor lifestyle footwear, apparel, accessories | |||
Icebreaker® | High performance apparel based on natural, plant-based and recycled fibers | |||
Smartwool® | Performance merino wool and other natural fibers-based apparel and accessories | |||
Altra® | Performance-based footwear | |||
Active | Vans® | Youth culture/action sports-inspired footwear, apparel, accessories | ||
Kipling® | Handbags, luggage, backpacks, totes, accessories | |||
Napapijri® | Premium outdoor apparel, footwear, accessories | |||
Eastpak® | Backpacks, luggage | |||
JanSport® | Backpacks, luggage | |||
Eagle Creek® | Luggage, backpacks, travel accessories | |||
Work | Dickies® | Work and work-inspired lifestyle apparel and footwear | ||
Timberland PRO® | Protective work footwear, work and work-inspired lifestyle apparel |
OUTDOOR SEGMENT |
ACTIVE SEGMENT |
WORK SEGMENT |
DIRECT-TO-CONSUMER OPERATIONS |
LICENSING ARRANGEMENTS |
MANUFACTURING, SOURCING AND DISTRIBUTION |
SEASONALITY |
ADVERTISING, CUSTOMER SUPPORT AND COMMUNITY OUTREACH |
SUSTAINABILITY |
OTHER MATTERS |
INFORMATION ABOUT OUR EXECUTIVE OFFICERS |
AVAILABLE INFORMATION |
ITEM 1A. RISK FACTORS. |
• | significant reductions in demand and significant volatility in demand for our products by consumers and customers resulting in reduced orders, order cancellations, lower revenues, higher discounts, increased inventories, decreased value of inventories and lower gross margins, which may be caused by, among other things: the inability of consumers to purchase our products due to illness, quarantine or other restrictions or out of fear of exposure to COVID-19, store closures of our owned stores as well as stores of our customers or reduced store hours across the Americas, Europe and Asia Pacific, significant declines in consumer retail store traffic to stores that have reopened, or financial hardship and unemployment, shifts in demand away from consumer discretionary products and reduced options for marketing and promotion of products or other restrictions in connection with the COVID-19 pandemic; |
• | significant uncertainty and turmoil in global economic and financial market conditions causing, among other things: decreased consumer confidence and decreased consumer spending, now and in the mid and long-term, inability to access financing in the credit and capital markets (including the commercial paper market) at reasonable rates (or at all) in the event we, our customers or suppliers find it desirable to do so, increased exposure to fluctuations in foreign currency exchange rates relative to the U.S. Dollar, and volatility in the availability and prices for commodities and raw materials we use for our products and in our supply chain; |
• | inability to meet our consumers’ and customers’ needs for inventory production and fulfillment due to disruptions in our supply chain and increased costs associated with mitigating the effects of the pandemic caused by, among other things: reduction or loss of workforce due to illness, quarantine or other restrictions or facility closures, scarcity of and/or increased prices for raw materials, scrutiny or embargoing of goods produced in infected areas, and increased freight and logistics costs, expenses and times; failure of third parties on which we rely, including our suppliers, customers, distributors, service providers and commercial banks, to meet their obligations to us or to timely meet those obligations, or significant disruptions in |
• | significant changes in the conditions in markets in which we do business, including quarantines, governmental or regulatory actions, closures or other restrictions that limit or close our operating and manufacturing facilities and restrict our employees’ ability to perform necessary business functions, including operations necessary for the design, development, production, distribution, sale, marketing and support of our products. |
• | Anticipate and respond to changing consumer preferences and product trends in a timely manner; |
• | Develop attractive, innovative and high quality products that meet consumer needs; |
• | Maintain strong brand recognition; |
• | Price products appropriately; |
• | Provide best-in-class marketing support and intelligence; |
• | Ensure product availability and optimize supply chain efficiencies; |
• | Obtain sufficient retail store space and effectively present our products at retail; |
• | Produce or procure quality products on a consistent basis; and, |
• | Adapt to a more digitally driven consumer landscape. |
• | We may have difficulty completing acquisitions or dispositions to reshape our portfolio, and we may not be able to successfully integrate a newly acquired business or achieve the expected growth, cost savings or synergies from such integration, or it may disrupt our current business. |
• | We may not be able to transform our model to be more consumer- and retail-centric. |
• | We may not be able to transform our model to be more digitally focused. |
• | We may not be able to expand our market share with winning customers, or our wholesale customers may encounter financial difficulties and thus reduce their purchases of VF products. |
• | We may not be able to expand our brands in Asia or other geographies or achieve the expected results from our supply chain initiatives. |
• | We may have difficulty recruiting, developing or retaining qualified employees. |
• | We may not be able to achieve our direct-to-consumer expansion goals, including in e-commerce or other new channels, manage our growth effectively, successfully integrate the planned new stores into our operations, operate our new, remodeled and expanded stores profitably, adapt our business model or develop relationships with consumers for e-commerce or other new channels. |
• | We may not be able to offset rising commodity or conversion costs in our product costs with pricing actions or efficiency improvements. |
• | Political or labor instability in countries where VF’s facilities, contractors and suppliers are located; |
• | Changes in local economic conditions in countries where VF’s facilities, contractors and suppliers are located; |
• | Public health issues, such as the current COVID-19 pandemic, could result in (or continue to result in) closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas; |
• | Political or military conflict could cause a delay in the transportation of raw materials and products to VF and an increase in transportation costs; |
• | Disruption at ports of entry, could cause delays in product availability and increase transportation times and costs; |
• | Heightened terrorism security concerns could subject imported or exported goods to additional, more frequent or lengthier inspections, leading to delays in deliveries or impoundment of goods for extended periods; |
• | Decreased scrutiny by customs officials for counterfeit goods, leading to more counterfeit goods and reduced sales of VF products, increased costs for VF’s anti-counterfeiting measures and damage to the reputation of its brands; |
• | Disruptions at manufacturing or distribution facilities caused by natural and man-made disasters; |
• | Disease epidemics and health- and safety-related concerns could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargo of VF’s goods produced in infected areas; |
• | Imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations could limit our ability to produce products in cost-effective countries that have the required labor and expertise; |
• | Imposition of duties, taxes and other charges on imports; and, |
• | Imposition or the repeal of laws that affect intellectual property rights. |
• | require VF to dedicate a substantial portion of its cash flow from operations to repaying its indebtedness, which would reduce the availability of its cash flow to fund working capital requirements, capital expenditures, future acquisitions, dividends, repurchase VF’s common stock and for other general corporate purposes; |
• | limit VF’s flexibility in planning for or reacting to general adverse economic conditions or changes in its business and the industries in which it operates; |
• | place VF at a competitive disadvantage compared to its competitors that have less indebtedness outstanding; and |
• | negatively affect VF's credit ratings and limit, along with the financial and other restrictive covenants in VF’s debt documents, its ability to borrow additional funds. |
• | Obtain capital; |
• | Manage its labor relations; |
• | Maintain relationships with its suppliers; |
• | Manage its credit risk effectively; |
• | Maintain relationships with its customers; and, |
• | Adhere to VF’s Global Compliance Principles. |
ITEM 1B. UNRESOLVED STAFF COMMENTS. |
ITEM 2. PROPERTIES. |
ITEM 3. LEGAL PROCEEDINGS. |
ITEM 4. MINE SAFETY DISCLOSURES. |
ITEM 5. MARKET FOR VF’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
PERFORMANCE GRAPH: |
Company / Index | Base Period 1/3/15 | 1/2/16 | 12/31/16 | 12/30/17 | 3/30/19 | 3/28/20 | |||||||||||||||||||||||||
VF Corporation | $ | 100.00 | $ | 86.02 | $ | 75.58 | $ | 107.89 | $ | 130.46 | $ | 94.33 | |||||||||||||||||||
S&P 500 Index | 100.00 | 101.40 | 113.53 | 138.32 | 150.30 | 137.45 | |||||||||||||||||||||||||
S&P 1500 Apparel, Accessories & Luxury Goods | 100.00 | 79.15 | 71.17 | 84.95 | 86.10 | 45.46 |
ISSUER PURCHASES OF EQUITY SECURITIES: |
Fiscal Period | Total Number of Shares Purchased | Weighted Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Dollar Value of Shares that May Yet be Purchased Under the Program | ||||||||||
December 29, 2019 — January 25, 2020 | — | $ | — | — | $ | 3,336,979,318 | ||||||||
January 26, 2020 — February 22, 2020 | 4,061,864 | 83.71 | 4,061,864 | 2,996,957,999 | ||||||||||
February 23, 2020 — March 28, 2020 | 2,097,570 | 76.27 | 2,097,570 | 2,836,975,339 | ||||||||||
Total | 6,159,434 | 6,159,434 |
ITEM 6. SELECTED FINANCIAL DATA. |
(Dollars and shares in thousands, except per share amounts) | Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | ||||||||||||||||||||||||||
2020 | 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||||||||||
SUMMARY OF OPERATIONS (1) | |||||||||||||||||||||||||||||
Net revenues | $ | 10,488,556 | $ | 10,266,887 | $ | 2,181,546 | $ | 8,394,684 | $ | 11,026,147 | $ | 10,996,393 | |||||||||||||||||
Operating income (2) | 927,805 | 1,190,182 | 147,552 | 883,374 | 1,455,458 | 1,680,419 | |||||||||||||||||||||||
Income from continuing operations | 629,146 | 870,426 | 128,975 | 268,070 | 1,078,854 | 1,217,056 | |||||||||||||||||||||||
Earnings per common share from continuing operations – basic | $ | 1.59 | $ | 2.20 | $ | 0.33 | $ | 0.67 | $ | 2.59 | $ | 2.86 | |||||||||||||||||
Earnings per common share from continuing operations – diluted | 1.57 | 2.17 | 0.32 | 0.66 | 2.56 | 2.82 | |||||||||||||||||||||||
Dividends per share | 1.90 | 1.94 | 0.46 | 1.72 | 1.53 | 1.33 | |||||||||||||||||||||||
FINANCIAL POSITION (3) (4) | |||||||||||||||||||||||||||||
Working capital | $ | 1,518,774 | $ | 1,094,400 | $ | 1,256,941 | $ | 1,353,983 | $ | 2,378,198 | $ | 2,033,498 | |||||||||||||||||
Current ratio | 1.5 | 1.5 | 1.4 | 1.5 | 2.4 | 2.1 | |||||||||||||||||||||||
Total assets | $ | 10,522,112 | $ | 8,417,281 | $ | 9,937,730 | $ | 9,577,802 | $ | 9,015,694 | $ | 8,600,426 | |||||||||||||||||
Long-term debt, less current maturities | 2,608,269 | 2,115,884 | 2,212,555 | 2,187,789 | 2,039,180 | 1,401,820 | |||||||||||||||||||||||
Stockholders’ equity | 3,357,334 | 4,298,516 | 3,688,096 | 3,719,900 | 4,940,921 | 5,384,838 | |||||||||||||||||||||||
Debt to total capital ratio (5) | 60.8 | % | 39.3 | % | 50.4 | % | 44.0 | % | 31.9 | % | 25.6 | % | |||||||||||||||||
Weighted average common shares outstanding - basic | 395,411 | 395,189 | 395,253 | 399,223 | 416,103 | 425,408 | |||||||||||||||||||||||
Weighted average common shares outstanding - diluted | 399,936 | 400,496 | 401,276 | 403,559 | 422,081 | 432,079 | |||||||||||||||||||||||
OTHER STATISTICS | |||||||||||||||||||||||||||||
Return on invested capital (6) (7) | 10.0 | % | 13.0 | % | 2.1 | % | 4.1 | % | 15.4 | % | 17.1 | % | |||||||||||||||||
Cash provided (used) by operating activities - continuing operations (8) | $ | 800,446 | $ | 1,240,045 | $ | (253,402 | ) | $ | 1,017,872 | $ | 1,480,568 | $ | 1,203,616 | ||||||||||||||||
Cash dividends paid | 748,663 | 767,061 | 181,373 | 684,679 | 635,994 | 565,275 |
(1) | Operating results for the year ended March 2020 include a goodwill impairment charge, which impacted pretax operating income by $323.2 million, after-tax income from continuing operations by $322.9 million, basic earnings per share by $0.82 and diluted earnings per share by $0.81. VF recorded a $93.6 million tax benefit related to the transitional impact of the Swiss Tax Act, which impacted basic earnings per share by $0.24 and diluted earnings per share by $0.23 in the year ended March 2020. The year ended March 2020 included a $48.3 million charge related to the release of certain currency translation amounts associated with the substantial liquidation of foreign entities in certain countries in South America. This impacted after-tax income from continuing operations by $48.3 million, basic earnings per share by $0.12 and diluted earnings per share by $0.12. The year ended March 2020 also included a $68.2 million impact from debt extinguishment, which impacted after-tax income from continuing operations by $56.9 million, basic earnings per share by $0.14 and diluted earnings per share by $0.14. Operating results for the years ended March 2020 and March |
(2) | Reflects adoption of accounting standards update 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" and the restatement of prior periods to conform to current year presentation. For the years ended December 2017, 2016, and 2015, operating income increased and other income (expense), net decreased by $9.9 million, $87.2 million and $35.6 million, respectively. In the three months ended March 2018, operating income decreased and other income (expense), net increased by $1.3 million. |
(3) | VF adopted the accounting standards update regarding leases on March 31, 2019, which resulted in a net decrease of $2.5 million in the retained earnings line item of the Consolidated Balance Sheet as of March 31, 2019. The adoption also resulted in the recognition of operating lease right-of-use assets and operating lease liabilities within the Consolidated Balance Sheet. Prior period financial information has not been restated. Refer to Note 1 to VF’s consolidated financial statements for additional information. |
(4) | VF early adopted the accounting standards update regarding intra-entity transfers in the first quarter of 2017, which resulted in a cumulative adjustment to retained earnings and reduction in other assets in the Consolidated Balance Sheet at January 1, 2017 of $237.8 million. VF adopted the accounting standards update regarding revenue recognition on April 1, 2018, which resulted in a cumulative adjustment to increase retained earnings by $2.0 million and had a material impact to the Consolidated Balance Sheet due to reclassifications of certain customer-related balances. Prior period financial information has not been restated. |
(5) | For the ratio of debt to total capital, debt is defined as short-term and long-term borrowings, in addition to operating lease liabilities, beginning in the Fiscal 2020 period. Total capital is defined as debt plus stockholders’ equity. |
(6) | The numerator in the return calculations is defined as income from continuing operations plus total interest income/expense, net of taxes. |
(7) | Invested capital is defined as average stockholders’ equity plus average short-term and long-term debt. |
(8) | The cash flows related to discontinued operations have not been segregated in the years ended December 2016 and 2015, and are included in the Consolidated Statements of Cash Flows. Accordingly, the information includes the results of continuing and discontinued operations for the years ended December 2016 and 2015. |
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
OVERVIEW |
BASIS OF PRESENTATION |
RECENT DEVELOPMENTS |
Impact of COVID-19 |
Enterprise Protection Strategy |
HIGHLIGHTS OF THE YEAR ENDED MARCH 2020 |
• | Year ended March 2020 revenues increased 2% to $10.5 billion compared to the year ended March 2019, primarily due to the $462.4 million contribution from organic growth, including a 2% unfavorable impact from foreign currency. |
• | Active segment revenues increased 4% to $4.9 billion compared to the year ended March 2019, including a 2% unfavorable impact from foreign currency. |
• | Outdoor segment revenues remained flat at $4.6 billion over the year ended March 2019, including a 1% unfavorable impact from foreign currency. |
• | Direct-to-consumer revenues were up 5% compared to the year ended March 2019, including a 1% unfavorable impact from foreign currency. Direct-to-consumer revenues accounted for 41% of VF’s total revenues in the year ended March 2020. VF opened 102 retail stores in the year ended March 2020. E-commerce revenues increased 15% in the year ended March 2020 compared to the year ended March 2019, including a 2% unfavorable impact from foreign currency. |
• | International revenues increased 1% over the year ended March 2019, including a 3% unfavorable impact from foreign currency. International revenues represented 47% of VF’s total revenues in the year ended March 2020. |
• | Gross margin increased 70 basis points to 55.3% in the year ended March 2020 compared to the year ended March 2019, |
• | Operating cash flow from continuing operations was $800.4 million in the year ended March 2020. |
• | Earnings per share decreased 28% to $1.57 in the year ended March 2020 from $2.17 in the year ended March 2019. The decrease was driven by an $0.81 impact from a goodwill impairment charge. The decrease was also attributed to the impact from debt extinguishment, a pension settlement charge, specified strategic business decisions in South America, continued investments in our key strategic growth initiatives and the unfavorable impacts from foreign currency. These decreases were partially offset by a $0.23 positive transitional impact from the enactment of Switzerland's Federal Act of Tax Reform and AHV Financing ("Swiss Tax Act"), organic growth in the Active segment, and continued strength in our direct-to-consumer and international businesses. |
• | All financial performance measures were negatively impacted by the COVID-19 pandemic during the fourth quarter of the year ended March 2020. |
• | VF repurchased $1.0 billion of its Common Stock and paid $748.7 million in cash dividends, returning $1.7 billion to stockholders. |
ANALYSIS OF RESULTS OF OPERATIONS |
Consolidated Statements of Income |
(In millions) | Year Ended March 2020 Compared to Year Ended March 2019 | ||||
Net revenues — prior period | $ | 10,266.9 | |||
Organic | 462.4 | ||||
Acquisition | 11.8 | ||||
Dispositions | (96.3 | ) | |||
Impact of foreign currency | (156.2 | ) | |||
Net revenues — current period | $ | 10,488.6 |
Year Ended March | |||||||
2020 | 2019 | ||||||
Gross margin (net revenues less cost of goods sold) | 55.3 | % | 54.6 | % | |||
Selling, general and administrative expenses | 43.4 | 43.1 | |||||
Impairment of goodwill | 3.1 | — | |||||
Operating margin | 8.8 | % | 11.6 | % |
Information by Reportable Segment |
Segment Revenues: | ||||||||||||||||||||
Year Ended March 2020 Compared to Year Ended March 2019 | ||||||||||||||||||||
(In millions) | Outdoor | Active | Work | Other (a) | Total | |||||||||||||||
Segment revenues — Year Ended March 2019 | $ | 4,649.0 | $ | 4,721.8 | $ | 885.7 | $ | 10.4 | $ | 10,266.9 | ||||||||||
Organic | 53.0 | 345.1 | 32.2 | 32.1 | 462.4 | |||||||||||||||
Acquisition | 11.8 | — | — | — | 11.8 | |||||||||||||||
Dispositions | — | (71.3 | ) | (25.0 | ) | — | (96.3 | ) | ||||||||||||
Impact of foreign currency | (69.8 | ) | (76.2 | ) | (6.5 | ) | (3.7 | ) | (156.2 | ) | ||||||||||
Segment revenues — Year Ended March 2020 | $ | 4,644.0 | $ | 4,919.4 | $ | 886.4 | $ | 38.8 | $ | 10,488.6 | ||||||||||
Segment Profit: | ||||||||||||||||||||
Year Ended March 2020 Compared to Year Ended March 2019 | ||||||||||||||||||||
(In millions) | Outdoor | Active | Work | Other (a) | Total | |||||||||||||||
Segment profit — Year Ended March 2019 | $ | 544.4 | $ | 1,125.7 | $ | 67.4 | $ | 3.3 | $ | 1,740.8 | ||||||||||
Organic | (22.2 | ) | 35.2 | (15.8 | ) | (13.8 | ) | (16.6 | ) | |||||||||||
Acquisition | (0.2 | ) | — | — | — | (0.2 | ) | |||||||||||||
Dispositions | — | (6.6 | ) | (0.9 | ) | — | (7.5 | ) | ||||||||||||
Impact of foreign currency | (5.9 | ) | (17.5 | ) | (0.3 | ) | 4.0 | (19.7 | ) | |||||||||||
Segment profit — Year Ended March 2020 | $ | 516.1 | $ | 1,136.8 | $ | 50.4 | $ | (6.5 | ) | $ | 1,696.8 |
(a) | Included in the Other category for the year ended March 2020 are results primarily related to the sale of non-VF products. The year ended March 2019 reflect results primarily from transition services related to the sale of the Nautica® brand business. Differences in the results as compared to the prior year, other than the impact of foreign currency, are reflected within the 'organic' activity. |
Year Ended March | ||||||||||||||
(Dollars in millions) | 2020 | 2019 | Percent Change | |||||||||||
Segment revenues | $ | 4,644.0 | $ | 4,649.0 | (0.1 | )% | ||||||||
Segment profit | 516.1 | 544.4 | (5.2 | )% | ||||||||||
Operating margin | 11.1 | % | 11.7 | % |
Year Ended March | ||||||||||||||
(Dollars in millions) | 2020 | 2019 | Percent Change | |||||||||||
Segment revenues | $ | 4,919.4 | $ | 4,721.8 | 4.2 | % | ||||||||
Segment profit | 1,136.8 | 1,125.7 | 1.0 | % | ||||||||||
Operating margin | 23.1 | % | 23.8 | % |
Year Ended March | ||||||||||||||
(Dollars in millions) | 2020 | 2019 | Percent Change | |||||||||||
Segment revenues | $ | 886.4 | $ | 885.7 | 0.1 | % | ||||||||
Segment profit | 50.4 | 67.4 | (25.2 | )% | ||||||||||
Operating margin | 5.7 | % | 7.6 | % |
Reconciliation of Segment Profit to Consolidated Income Before Income Taxes |
Year Ended March | |||||||||
(In millions) | 2020 | 2019 | |||||||
Information systems and shared services | $ | 365.9 | $ | 418.1 | |||||
Less costs allocated to segments | (212.0 | ) | (255.6 | ) | |||||
Information systems and shared services retained at corporate | 153.9 | 162.5 | |||||||
Corporate headquarters’ costs | 292.5 | 257.3 | |||||||
Other | 68.0 | 189.9 | |||||||
Corporate and other expenses | $ | 514.4 | $ | 609.7 |
International Operations |
Direct-to-Consumer Operations |
YEAR ENDED MARCH 2019 ANALYSIS |
Consolidated Statement of Income |
Information by Reportable Segment |
TRANSITION PERIOD THREE MONTHS ENDED MARCH 2018 ANALYSIS |
Consolidated Statement of Income |
Information by Reportable Segment |
YEAR ENDED DECEMBER 2017 ANALYSIS |
Consolidated Statement of Income |
Information by Reportable Segment |
ANALYSIS OF FINANCIAL CONDITION |
Balance Sheets |
• | Increase in inventories — primarily due to higher inventory levels due to decreased consumer demand due to the impact of COVID-19. |
• | Increase in property, plant and equipment — primarily related to capital spending associated with the construction of distribution centers. |
• | Decrease in goodwill — primarily due to a $323.2 million goodwill impairment charge related to the Timberland reporting unit. |
• | Increase in operating lease right-of-use assets — due to amounts recorded in connection with the adoption of Financial Accounting Standards Board Accounting Standards Codification Topic 842, Leases ("ASC 842"). |
• | Increase in other assets — primarily due to an increase in deferred tax assets associated with the transitional impact from the enactment of the Swiss Tax Act. |
• | Increase in short-term borrowings — primarily due to a $1.0 billion draw down from VF's $2.25 billion senior unsecured revolving credit facility in March 2020, in response to the COVID-19 pandemic, partially offset by repayment of |
• | Decrease in accounts payable — driven by the timing of payments to vendors. |
• | Increase in accrued liabilities — primarily due to amounts recorded for operating lease liabilities in connection with the adoption of ASC 842, partially offset by lower accrued compensation. |
• | Increase in long-term debt — due to the issuance of €500.0 million euro-denominated 0.250% fixed rate notes and €500.0 million euro-denominated 0.625% fixed rate notes in 2020, partially offset by cash tender offers for $23.0 million and $63.1 million of VF's outstanding 2033 and 2037 notes, respectively, and the full redemption of $500.0 million of VF's outstanding 2021 notes in 2020. |
• | Increase in operating lease liabilities — due to amounts recorded for operating lease liabilities in connection with the adoption of ASC 842. |
• | Decrease in other liabilities — primarily due to the reclassification of deferred rent credits from other liabilities to operating lease right-of-use assets in connection with the adoption of ASC 842. |
Liquidity and Cash Flows |
March | March | ||||
(Dollars in millions) | 2020 | 2019 | |||
Working capital | $1,518.8 | $1,094.4 | |||
Current ratio | 1.5 to 1 | 1.5 to 1 | |||
Debt to total capital | 60.8% | 39.3% |
Year Ended March | Three Months Ended March 2018 (Transition Period) | Year Ended December | |||||||||||||||
(In millions) | 2020 | 2019 | 2017 | ||||||||||||||
Cash provided (used) by operating activities | $ | 800.4 | $ | 1,240.0 | $ | (253.4 | ) | $ | 1,017.9 | ||||||||
Cash used by investing activities | (285.3 | ) | (177.4 | ) | (46.2 | ) | (736.8 | ) | |||||||||
Cash provided (used) by financing activities | 309.7 | (1,591.0 | ) | 406.8 | (1,363.0 | ) |
Payment Due or Forecasted by Fiscal Year | |||||||||||||||||||||||||||
(In millions) | Total | 2021 | 2022 | 2023 | 2024 | 2024 | Thereafter | ||||||||||||||||||||
Recorded liabilities: | |||||||||||||||||||||||||||
Long-term debt (1) | $ | 2,649 | $ | 2 | $ | 2 | $ | 2 | $ | 945 | $ | 2 | $ | 1,696 | |||||||||||||
Operating leases (4) | 1,470 | 378 | 320 | 244 | 167 | 109 | 252 | ||||||||||||||||||||
Other (2) | 302 | 92 | 44 | 38 | 32 | 34 | 62 | ||||||||||||||||||||
Unrecorded commitments: | |||||||||||||||||||||||||||
Interest payment obligations (3) | 712 | 51 | 51 | 51 | 48 | 45 | 466 | ||||||||||||||||||||
Minimum royalty payments (5) | 38 | 16 | 7 | 4 | 2 | 2 | 7 | ||||||||||||||||||||
Inventory obligations (6) | 1,761 | 1,730 | 12 | 10 | 9 | — | — | ||||||||||||||||||||
Other obligations (7) | 395 | 249 | 84 | 50 | 7 | 5 | — | ||||||||||||||||||||
$ | 7,327 | $ | 2,518 | $ | 520 | $ | 399 | $ | 1,210 | $ | 197 | $ | 2,483 |
(1) | Long-term debt consists of required principal payments on long-term debt and finance lease obligations. |
(2) | Other recorded liabilities represent payments due for long-term liabilities in VF’s Consolidated Balance Sheet related to deferred compensation and other employee-related benefits, product warranty claims and other liabilities. These amounts are based on historical and forecasted cash outflows. Amounts exclude liabilities for unrecognized income tax benefits and deferred income taxes. Obligations under our qualified defined benefit pension plans and unfunded supplemental executive retirement plan are not included in the table above. Contractual cash obligations for these plans cannot be determined due to the number of assumptions required to estimate our future benefit obligations, including return on assets, discount rate and future compensation increases. The liabilities associated with these plans are presented in Note 16 to the consolidated financial statements. We currently estimate that we will make contributions of approximately $19.1 million to our pension plans during Fiscal 2021. Future contributions may differ from our planned contributions due to many factors, including changes in tax and other benefit laws, changes to the plan, or significant differences between expected and actual pension asset performance or interest rates. |
(3) | Interest payment obligations represent required interest payments on long-term debt and the interest portion of payments on finance leases. Amounts exclude amortization of debt issuance costs, debt discounts and acquisition costs that would be included in interest expense in the consolidated financial statements. |
(4) | Operating leases represent required lease payments during the noncancelable lease term. Variable payments for occupancy-related costs, real estate taxes, insurance and contingent rent are not included above. In addition, $319.6 million of leases (on an undiscounted basis) that have not yet commenced with terms of 2 to 15 years beginning in Fiscal 2021 are not included above. |
(5) | Minimum royalty payments represent obligations under license agreements to use trademarks owned by third parties and include required minimum advertising commitments. Actual payments could exceed minimum royalty obligations. |
(6) | Inventory obligations represent binding commitments to purchase finished goods, raw materials and sewing labor that are payable upon delivery of the inventory to VF. This obligation excludes the amount included in accounts payable at March 2020 related to inventory purchases. |
(7) | Other obligations represent other binding commitments for the expenditure of funds, including (i) amounts related to contracts not involving the purchase of inventories, such as the noncancelable portion of service or maintenance agreements for management information systems, and (ii) capital expenditures for approved projects. |
• | $107.5 million of surety bonds, custom bonds, standby letters of credit and international bank guarantees are not included in the above table because they represent contingent guarantees of performance under self-insurance and other programs and would only be drawn upon if VF were to fail to meet its other obligations. |
• | Purchase orders for goods or services in the ordinary course of business are not included in the above table because they represent authorizations to purchase rather than binding commitments. |
Risk Management |
CRITICAL ACCOUNTING POLICIES AND ESTIMATES |
Inventories |
Long-Lived Assets, Including Intangible Assets and Goodwill |
• | Annual cash flows, on a debt-free basis, arising from future revenues and profitability, changes in working capital, capital spending and income taxes for at least a 10-year forecast period. |
• | A terminal growth rate for years beyond the forecast period. The terminal growth rate is selected based on consideration of growth rates used in the forecast period, historical performance of the reporting unit and economic conditions. |
• | A discount rate that reflects the risks inherent in realizing the forecasted cash flows. A discount rate considers the risk-free rate of return on long-term treasury securities, the risk premium associated with investing in equity securities of comparable companies, the beta obtained from comparable companies and the cost of debt for investment grade issuers. In addition, the discount rate may consider any company-specific risk in achieving the prospective financial information. |
• | Financial projections and future cash flows, including a base year reflecting the recent deterioration of actual results including the impact of COVID-19, delayed and extended recovery from the COVID-19 pandemic in relation to other VF brands, ultimately trending towards growth rates and profitability in-line with historical trends and terminal growth rates based on the expected long-term growth rate of the brand; |
• | Tax rates based on the statutory rates for the countries in which the brand operates and the related intellectual property is domiciled; |
• | Royalty rates based on market data as well as active license agreements of the brand; and, |
• | Market-based discount rates. |
• | Financial projections and future cash flows, including a base year reflecting recent actual results, return to financial performance more in-line with that used in the acquisition valuation model and terminal growth rates based on the expected long-term growth rate of the brand; |
• | Tax rates based on the statutory rates for the countries in which the brand operates and the related intellectual property is domiciled; |
• | Royalty rates based on active license agreements of other VF brands; and, |
• | Market-based discount rates. |
• | Financial projections and future cash flows, including a base year reflecting recent actual results including the impact of COVID-19, return to financial performance more in-line with that used in the acquisition valuation model and terminal growth rates based on the expected long-term growth rate of the brand; |
• | Tax rates based on the statutory rates for the countries in which the brand operates and the related intellectual property is domiciled; |
• | Royalty rates based on active license agreements of other VF brands; and, |
• | Market-based discount rates. |
Stock Options |
Pension Obligations |
Increase (Decrease) in | |||||||
(Dollars in millions) | Pension Expense | Projected Benefit Obligations | |||||
0.50% decrease in discount rate | $ | 12 | $ | 81 | |||
0.50% increase in discount rate | (4 | ) | (74 | ) | |||
0.50% decrease in expected investment return | 8 | — | |||||
0.50% increase in expected investment return | (8 | ) | — | ||||
0.50% decrease in rate of compensation change | — | — | |||||
0.50% increase in rate of compensation change | — | — |
Income Taxes |
Recently Issued and Adopted Accounting Standards |
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
ITEM 9A. CONTROLS AND PROCEDURES. |
CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES |
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING |
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING |
ITEM 9B. OTHER INFORMATION. |
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
ITEM 11. EXECUTIVE COMPENSATION. |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. |
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
1. Financial statements | PAGE NUMBER | |
2. Financial statement schedules | PAGE NUMBER | |
3. Exhibits | ||||
NUMBER | DESCRIPTION | |||
3. | Articles of incorporation and bylaws: | |||
Articles of Incorporation, restated as of October 21, 2013 (Incorporated by reference to Exhibit 3(i) to Form 8-K filed October 21, 2013) | ||||
Amended and Restated By-Laws (Incorporated by reference to Exhibit 3.1 to Form 8-K filed May 13, 2020) | ||||
4. | Instruments defining the rights of security holders, including indentures: | |||
A specimen of VF’s Common Stock certificate (Incorporated by reference to Exhibit 4(A) to Form 10-K for the year ended January 3, 1998) | ||||
Indenture between VF and United States Trust Company of New York, as Trustee, dated September 29, 2000 (Incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarter ended September 30, 2000) | ||||
Form of 6.00% Note due October 15, 2033 for $297,500,000 (Incorporated by reference to Exhibit 4.2 to Form S-4 Registration Statement No. 110458 filed November 13, 2003) | ||||
Form of 6.00% Note due October 15, 2033 for $2,500,000 (Incorporated by reference to Exhibit 4.2 to Form S-4 Registration Statement No. 110458 filed November 13, 2003) | ||||
Indenture between VF and The Bank of New York Trust Company, N.A., as Trustee, dated October 15, 2007 (Incorporated by reference to Exhibit 4.1 to Form S-3ASR Registration Statement No. 333-146594 filed October 10, 2007) | ||||
First Supplemental Indenture between VF and The Bank of New York Trust Company, N.A., as Trustee, dated October 15, 2007 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed October 25, 2007) | ||||
Form of 6.45% Note due 2037 for $350,000,000 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed October 25, 2007) | ||||
Second Supplemental Indenture between VF and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of August 24, 2011 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed August 24, 2011) | ||||
Form of Fixed Rate Notes due 2021 for $500,000,000 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed August 24, 2011) | ||||
Third Supplemental Indenture between VF, The Bank of New York Mellon Trust Company, N.A., as Trustee, and The Bank of New York Mellon, London Branch, as Paying Agent, dated as of September 20, 2016 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed September 20, 2016) | ||||
Form of 0.625% Senior Notes due 2023 (Incorporated by reference to Exhibit 4.3 to Form 8-K filed September 20, 2016) | ||||
Fourth Supplemental Indenture between VF, The Bank of New York Mellon Trust Company, N.A., as Trustee, and The Bank of New York Mellon, London Branch, as Paying Agent dated as of February 25, 2020 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed February 25, 2020) | ||||
Form of 0.250% Senior Notes due 2028 (Incorporated by reference to Exhibit 4.3 to Form 8-K filed February 25, 2020) |
NUMBER | DESCRIPTION | |||
Form of 0.625% Senior Notes due 2032 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed February 25, 2020) | ||||
Fifth Supplemental Indenture between VF and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of April 23, 2020 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed April 23, 2020) | ||||
Form of 2.050% Senior Notes due 2022 (Incorporated by reference to Exhibit 4.3 to Form 8-K filed April 23, 2020) | ||||
Form of 2.400% Senior Notes due 2025 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed April 23, 2020) | ||||
Form of 2.800% Senior Notes due 2027 (Incorporated by reference to Exhibit 4.5 to Form 8-K filed April 23, 2020) | ||||
Form of 2.950% Senior Notes due 2030 (Incorporated by reference to Exhibit 4.6 to Form 8-K filed April 23, 2020) | ||||
Description of Securities | ||||
10. | Material contracts: | |||
1996 Stock Compensation Plan, as amended and restated as of February 10, 2015 (Incorporated by reference to Appendix B to the 2015 Proxy Statement filed March 19, 2015)* | ||||
Form of VF Corporation 1996 Stock Compensation Plan Non-Qualified Stock Option Certificate (Incorporated by reference to Exhibit 10(B) to Form 10-K for the year ended January 2, 2010)* | ||||
Form of VF Corporation 1996 Stock Compensation Plan Non-Qualified Stock Option Certificate for Non-Employee Directors (Incorporated by reference to Exhibit 10(C) to Form 10-K for the year ended December 31, 2011)* | ||||
Form of Award Certificate for Performance-Based Restricted Stock Units (Incorporated by reference to Exhibit 10(D) to Form 10-K for the year ended January 2, 2010)* | ||||
Form of Award Certificate for Performance-Based Restricted Stock Units (Incorporated by reference to Exhibit 10(E) to Form 10-K for the year ended December 29, 2012)* | ||||
Form of Award Certificate for Restricted Stock Units for Non-Employee Directors* | ||||
Form of Award Certificate for Restricted Stock Units (for awards granted prior to Fiscal 2019) [Incorporated by reference to Exhibit 10.1 to Form 8-K filed February 22, 2011]* | ||||
Form of Award Certificate for Restricted Stock Units for Executive Officers (for awards granted prior to Fiscal 2019) [Incorporated by reference to Exhibit 10(H) to Form 10-K for the year ended December 29, 2012]* | ||||
Form of Award Certificate for Restricted Stock Units (for awards granted prior to Fiscal 2021)* | ||||
Form of Award Certificate for Restricted Stock Units Special Award (for awards granted prior to Fiscal 2021)* | ||||
Form of Award Certificate for Restricted Stock Units* | ||||
Form of Award Certificate for Restricted Stock Units Special Award (Cliff Vesting)* | ||||
Form of Award Certificate for Restricted Stock Units Special Award (Split Vesting)* | ||||
Form of Award Certificate for Restricted Stock Award (for awards granted prior to Fiscal 2021) [Incorporated by reference to Exhibit 10.2 to Form 8-K filed February 22, 2011]* | ||||
Form of Award Certificate for Restricted Stock Award for Executive Officers (for awards granted prior to Fiscal 2021) [Incorporated by reference to Exhibit 10(J) to Form 10-K for the year ended December 29, 2012]* | ||||
Form of Award Certificate for Restricted Stock Special Award (Cliff Vesting)* | ||||
Form of Award Certificate for Restricted Stock Special Award (Split Vesting)* | ||||
Deferred Compensation Plan, as amended and restated as of December 31, 2001 (Incorporated by reference to Exhibit 10(A) to Form 10-Q for the quarter ended March 30, 2002)* | ||||
Executive Deferred Savings Plan, as amended and restated as of December 31, 2001 (Incorporated by reference to Exhibit 10(B) to Form 10-Q for the quarter ended March 30, 2002)* | ||||
Executive Deferred Savings Plan II, as amended and restated January 1, 2020 (Incorporated by reference to Item 10.1 to Form 10-Q for the quarter ended December 28, 2019)* | ||||
Amendment to Executive Deferred Savings Plan (Incorporated by reference to Exhibit 10(b) to Form 8-K filed December 17, 2004)* | ||||
Amended and Restated Second Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Mid-Career Senior Management (Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended April 1, 2006)* | ||||
Amended and Restated Fourth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Participants in VF’s Deferred Compensation Plan (Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended April 1, 2006)* | ||||
Amended and Restated Fifth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended April 1, 2006)* | ||||
Amended and Restated Seventh Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Participants in VF’s Executive Deferred Savings Plan (Incorporated by reference to Exhibit 10.5 to Form 10-Q for the quarter ended April 1, 2006)* |
NUMBER | DESCRIPTION | |||
Amended and Restated Eighth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.6 to Form 10-Q for the quarter ended April 1, 2006)* | ||||
Amended and Restated Ninth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan relating to the computation of benefits for Senior Management (Incorporated by reference to Exhibit 10.7 to Form 10-Q for the quarter ended April 1, 2006)* | ||||
Amended and Restated Tenth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Participants in VF’s Mid-Term Incentive Plan (Incorporated by reference to Exhibit 10.8 to Form 10-Q for the quarter ended April 1, 2006)* | ||||
Eleventh Supplemental Annual Benefit Determination Pursuant to the Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.9 to Form 10-Q for the quarter ended April 1, 2006)* | ||||
Twelfth Supplemental Benefit Determination Pursuant to the VF Corporation Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 27, 2014)* | ||||
Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.10 to Form 10-Q for the quarter ended April 1, 2006)* | ||||
Resolution of the Board of Directors dated December 3, 1996 relating to lump sum payments under VF’s Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10(N) to Form 10-K for the year ended January 4, 1997)* | ||||
2012 Form of Change in Control Agreement with Certain Senior Management of VF or its Subsidiaries (Incorporated by reference to Exhibit 10(W) to Form 10-K for the year ended December 31, 2011)* | ||||
2019 Form of Change in Control Agreement with Certain Senior Management of VF or its Subsidiaries* | ||||
Amended and Restated Executive Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to Form 8-K filed April 25, 2013)* | ||||
Amended and Restated Management Incentive Compensation Plan (Incorporated by reference to Exhibit 10(BB) to Form 10-K for the year ended December 30, 2017)* | ||||
Amended and Restated Deferred Savings Plan for Non-Employee Directors (Incorporated by reference to Exhibit 10(W) to Form 10-K for the year ended January 3, 2009)* | ||||
Form of Indemnification Agreement with each of VF’s Non-Employee Directors (Incorporated by reference to Exhibit 10.2 of the Form 10-Q for the quarter ended September 27, 2008)* | ||||
2004 Mid-Term Incentive Plan, a subplan under the 1996 Stock Compensation Plan, as amended and restated as of October 18, 2017 (Incorporated by reference to Exhibit 10.1 to form 10-Q for the quarter ended September 30, 2017)* | ||||
Five-year Revolving Credit Agreement, dated December 17, 2018 (Incorporated by reference to Exhibit 10.1 to Form 10-Q filed February 4, 2019) | ||||
Amendment No. 1 to Five-year Revolving Credit Agreement, dated as of April 20, 2020, by and among VF, JP Morgan Chase Bank, N.A., as the Administrative Agent, the Lenders party thereto and the other parties thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed April 21, 2020) | ||||
Separation and Distribution Agreement dated May 22, 2019 (incorporated by reference to Exhibit 2.1 to Form 8-K filed May 23, 2019) | ||||
Tax Matters Agreement dated May 22, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed May 23, 2019) | ||||
Transition Services Agreement dated May 22, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed May 23, 2019) | ||||
VF Intellectual Property License Agreement dated May 17, 2019 (incorporated by reference to Exhibit 10.3 to Form 8-K filed May 23, 2019) | ||||
Kontoor Intellectual Property License Agreement dated May 17, 2019 (incorporated by reference to Exhibit 10.4 to Form 8-K filed May 23, 2019) | ||||
Employee Matters Agreement dated May 22, 2019 (incorporated by reference to Exhibit 10.5 to Form 8-K filed May 23, 2019) | ||||
Code of Business Conduct (Incorporated by reference to Exhibit 14 to Form 10-K for the year ended December 30, 2017) The VF Corporation Code of Business Conduct is also available on VF’s website at www.vfc.com. A copy of the Code of Business Conduct will be provided free of charge to any person upon request directed to the Secretary of VF Corporation, at P.O. Box 372670, Denver, CO 80237. | ||||
Subsidiaries of the Corporation | ||||
Consent of independent registered public accounting firm | ||||
Power of attorney | ||||
Certification of the principal executive officer, Steven E. Rendle, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
Certification of the principal financial officer, Scott A. Roe, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
NUMBER | DESCRIPTION | |||
Certification of the chief executive officer, Steven E. Rendle, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
Certification of the chief financial officer, Scott A. Roe, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||
101.SCH | XBRL Taxonomy Extension Schema Document | |||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||
104. | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
ITEM 16. FORM 10-K SUMMARY. |
V.F. CORPORATION | ||
By: | /s/ Steven E. Rendle | |
Steven E. Rendle Chairman, President and Chief Executive Officer (Principal Executive Officer and Director) | ||
By: | /s/ Scott A. Roe | |
Scott A. Roe Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||
By: | /s/ Bryan H. McNeill | |
Bryan H. McNeill Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) |
Richard T. Carucci* | Director | |
Juliana L. Chugg* | Director | |
Benno O. Dorer* | Director | |
Mark S. Hoplamazian* | Director | |
Laura W. Lang* | Director | |
W. Alan McCollough* | Director | |
W. Rodney McMullen* | Director | |
Clarence Otis, Jr.* | Director | |
Steven E. Rendle* | Director | |
Carol L. Roberts* | Director | |
Matthew J. Shattock* | Director | |
Veronica Wu* | Director |
*By: | /s/ Laura C. Meagher | |
Laura C. Meagher, Attorney-in-Fact |
PAGE NUMBER | ||
(In thousands, except share amounts) | March 2020 | March 2019 | |||||||
ASSETS | |||||||||
Current assets | |||||||||
Cash and equivalents | $ | $ | |||||||
Accounts receivable, less allowance for doubtful accounts of: March 2020 - $37,099; March 2019 - $19,009 | |||||||||
Inventories | |||||||||
Other current assets | |||||||||
Current assets of discontinued operations | |||||||||
Total current assets | |||||||||
Property, plant and equipment, net | |||||||||
Intangible assets, net | |||||||||
Goodwill | |||||||||
Operating lease right-of-use assets | |||||||||
Other assets | |||||||||
Other assets of discontinued operations | |||||||||
TOTAL ASSETS | $ | $ | |||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||
Current liabilities | |||||||||
Short-term borrowings | $ | $ | |||||||
Current portion of long-term debt | |||||||||
Accounts payable | |||||||||
Accrued liabilities | |||||||||
Current liabilities of discontinued operations | |||||||||
Total current liabilities | |||||||||
Long-term debt | |||||||||
Operating lease liabilities | |||||||||
Other liabilities | |||||||||
Other liabilities of discontinued operations | |||||||||
Commitments and contingencies | |||||||||
Total liabilities | |||||||||
Stockholders' equity | |||||||||
Preferred Stock, par value $1; shares authorized, 25,000,000; no shares outstanding at March 2020 or March 2019 | |||||||||
Common Stock, stated value $0.25; shares authorized, 1,200,000,000; shares outstanding at March 2020 - 388,812,158; March 2019 - 396,824,662 | |||||||||
Additional paid-in capital | |||||||||
Accumulated other comprehensive income (loss) | ( | ) | ( | ) | |||||
Retained earnings | |||||||||
Total stockholders’ equity | |||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands, except per share amounts) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Net revenues | $ | $ | $ | $ | |||||||||||||
Costs and operating expenses | |||||||||||||||||
Cost of goods sold | |||||||||||||||||
Selling, general and administrative expenses | |||||||||||||||||
Impairment of goodwill | |||||||||||||||||
Total costs and operating expenses | |||||||||||||||||
Operating income | |||||||||||||||||
Interest income | |||||||||||||||||
Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Loss on debt extinguishment | ( | ) | |||||||||||||||
Other income (expense), net | ( | ) | ( | ) | ( | ) | |||||||||||
Income from continuing operations before income taxes | |||||||||||||||||
Income taxes | |||||||||||||||||
Income from continuing operations | |||||||||||||||||
Income from discontinued operations, net of tax | |||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||
Earnings per common share - basic | |||||||||||||||||
Continuing operations | $ | $ | $ | $ | |||||||||||||
Discontinued operations | |||||||||||||||||
Total earnings per common share - basic | $ | $ | $ | $ | |||||||||||||
Earnings per common share - diluted | |||||||||||||||||
Continuing operations | $ | $ | $ | $ | |||||||||||||
Discontinued operations | |||||||||||||||||
Total earnings per common share - diluted | $ | $ | $ | $ | |||||||||||||
Weighted average shares outstanding | |||||||||||||||||
Basic | |||||||||||||||||
Diluted |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||
Other comprehensive income (loss) | |||||||||||||||||
Foreign currency translation and other | |||||||||||||||||
Gains (losses) arising during the period | ( | ) | ( | ) | |||||||||||||
Reclassification of foreign currency translation losses | |||||||||||||||||
Income tax effect | ( | ) | |||||||||||||||
Defined benefit pension plans | |||||||||||||||||
Current period actuarial gains (losses), including plan amendments and curtailments | ( | ) | ( | ) | ( | ) | |||||||||||
Amortization of net deferred actuarial losses | |||||||||||||||||
Amortization of deferred prior service costs | |||||||||||||||||
Reclassification of net actuarial loss from settlement charge | |||||||||||||||||
Reclassification of deferred prior service cost due to curtailments | |||||||||||||||||
Income tax effect | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Derivative financial instruments | |||||||||||||||||
Gains (losses) arising during period | ( | ) | ( | ) | |||||||||||||
Income tax effect | ( | ) | ( | ) | |||||||||||||
Reclassification to net income for (gains) losses realized | ( | ) | ( | ) | |||||||||||||
Income tax effect | ( | ) | ( | ) | |||||||||||||
Other comprehensive income (loss) | ( | ) | ( | ) | |||||||||||||
Comprehensive income | $ | $ | $ | $ |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
OPERATING ACTIVITIES | |||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||
Income from discontinued operations, net of tax | |||||||||||||||||
Income from continuing operations, net of tax | |||||||||||||||||
Adjustments to reconcile net income to cash provided (used) by operating activities: | |||||||||||||||||
Impairment of goodwill | |||||||||||||||||
Depreciation and amortization | |||||||||||||||||
Reduction in the carrying amount of right-of-use assets | |||||||||||||||||
Stock-based compensation | |||||||||||||||||
Provision for doubtful accounts | |||||||||||||||||
Pension expense in excess of (less than) contributions | ( | ) | ( | ) | |||||||||||||
Deferred income taxes | ( | ) | ( | ) | ( | ) | |||||||||||
Loss on extinguishment of debt | |||||||||||||||||
Loss on sale of businesses, net of tax | |||||||||||||||||
Other, net | ( | ) | ( | ) | ( | ) | |||||||||||
Changes in operating assets and liabilities: | |||||||||||||||||
Accounts receivable | ( | ) | ( | ) | ( | ) | |||||||||||
Inventories | ( | ) | ( | ) | ( | ) | |||||||||||
Accounts payable | ( | ) | ( | ) | |||||||||||||
Income taxes | ( | ) | ( | ) | ( | ) | |||||||||||
Accrued liabilities | ( | ) | ( | ) | |||||||||||||
Operating lease right-of-use assets and liabilities | ( | ) | |||||||||||||||
Other assets and liabilities | ( | ) | ( | ) | ( | ) | |||||||||||
Cash provided (used) by operating activities - continuing operations | ( | ) | |||||||||||||||
Cash provided by operating activities - discontinued operations | |||||||||||||||||
Cash provided (used) by operating activities | ( | ) | |||||||||||||||
INVESTING ACTIVITIES | |||||||||||||||||
Business acquisitions, net of cash received | ( | ) | ( | ) | |||||||||||||
Proceeds from sale of businesses, net of cash sold | |||||||||||||||||
Capital expenditures | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Software purchases | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Other, net | ( | ) | ( | ) | |||||||||||||
Cash used by investing activities - continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Cash used by investing activities - discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Cash used by investing activities | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
FINANCING ACTIVITIES | |||||||||||||||||
Net increase (decrease) in short-term borrowings | ( | ) | |||||||||||||||
Payments on long-term debt | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Payment of debt issuance costs | ( | ) | ( | ) | |||||||||||||
Proceeds from long-term debt | |||||||||||||||||
Share repurchases | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Cash dividends paid | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Cash received from Kontoor Brands, net of cash transferred of $126.8 million | |||||||||||||||||
Proceeds from issuance of Common Stock, net of shares withheld for taxes | |||||||||||||||||
Cash provided (used) by financing activities | $ | $ | ( | ) | $ | $ | ( | ) |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Effect of foreign currency rate changes on cash, cash equivalents and restricted cash | $ | ( | ) | $ | $ | $ | |||||||||||
Net change in cash, cash equivalents and restricted cash | ( | ) | ( | ) | |||||||||||||
Cash, cash equivalents and restricted cash — beginning of period | |||||||||||||||||
Cash, cash equivalents and restricted cash — end of period | $ | $ | $ | $ | |||||||||||||
Balances per Consolidated Balance Sheets: | |||||||||||||||||
Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||
Other current assets | |||||||||||||||||
Current and other assets of discontinued operations | |||||||||||||||||
Other assets | |||||||||||||||||
Total cash, cash equivalents and restricted cash | $ | $ | $ | $ |
Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Total | |||||||||||||||||||
(In thousands, except share amounts) | Shares | Amounts | |||||||||||||||||||||
Balance, December 2016 | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
Adoption of new accounting standard, ASU 2016-16 | — | — | — | — | ( | ) | ( | ) | |||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||
Dividends on Common Stock ($1.72 per share) | — | — | — | — | ( | ) | ( | ) | |||||||||||||||
Share repurchases | ( | ) | ( | ) | — | — | ( | ) | ( | ) | |||||||||||||
Stock-based compensation, net | — | ( | ) | ||||||||||||||||||||
Foreign currency translation and other | — | — | — | — | |||||||||||||||||||
Defined benefit pension plans | — | — | — | — | |||||||||||||||||||
Derivative financial instruments | — | — | — | ( | ) | — | ( | ) | |||||||||||||||
Balance, December 2017 | ( | ) | |||||||||||||||||||||
Beginning balance adjustment | — | — | — | — | |||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||
Dividends on Common Stock ($0.46 per share) | — | — | — | — | ( | ) | ( | ) | |||||||||||||||
Share repurchases | ( | ) | ( | ) | — | — | ( | ) | ( | ) | |||||||||||||
Stock-based compensation, net | — | ( | ) | ||||||||||||||||||||
Foreign currency translation and other | — | — | — | — | |||||||||||||||||||
Defined benefit pension plans | — | — | — | — | |||||||||||||||||||
Derivative financial instruments | — | — | — | ( | ) | — | ( | ) | |||||||||||||||
Balance, March 2018 | ( | ) | |||||||||||||||||||||
Adoption of new accounting standard, ASU 2014-09 | — | — | — | — | |||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||
Dividends on Common Stock ($1.94 per share) | — | — | — | — | ( | ) | ( | ) | |||||||||||||||
Share repurchases | ( | ) | ( | ) | — | — | ( | ) | ( | ) | |||||||||||||
Stock-based compensation, net | — | ( | ) | ||||||||||||||||||||
Foreign currency translation and other | — | — | — | ( | ) | — | ( | ) | |||||||||||||||
Defined benefit pension plans | — | — | — | — | |||||||||||||||||||
Derivative financial instruments | — | — | — | — | |||||||||||||||||||
Balance, March 2019 | ( | ) | |||||||||||||||||||||
Adoption of new accounting standard, ASU 2016-02 | — | — | — | — | ( | ) | ( | ) | |||||||||||||||
Adoption of new accounting standard, ASU 2018-02 | — | — | — | ( | ) | ||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||
Dividends on Common Stock ($1.90 per share) | — | — | — | — | ( | ) | ( | ) | |||||||||||||||
Share repurchases | ( | ) | ( | ) | — | — | ( | ) | ( | ) | |||||||||||||
Stock-based compensation, net | — | ( | ) | ||||||||||||||||||||
Foreign currency translation and other | — | — | — | ( | ) | — | ( | ) | |||||||||||||||
Defined benefit pension plans | — | — | — | — | |||||||||||||||||||
Derivative financial instruments | — | — | — | — | |||||||||||||||||||
Spin-off of Jeans Business | — | — | — | ( | ) | ( | ) | ||||||||||||||||
Balance, March 2020 | $ | $ | $ | ( | ) | $ | $ |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE NUMBER | ||
(In thousands) | March 2020 | March 2019 | |||||||
Accounts receivable, net | $ | $ | |||||||
Contract assets (a) | |||||||||
Contract liabilities (b) |
(a) | Included in the other current assets line item in the Consolidated Balance Sheets. |
(b) | Included in the accrued liabilities and other liabilities line items in the Consolidated Balance Sheets. |
Year Ended March 2020 | ||||||||||||||||||||
(In thousands) | Outdoor | Active | Work | Other | Total | |||||||||||||||
Channel revenues | ||||||||||||||||||||
Wholesale | $ | $ | $ | $ | $ | |||||||||||||||
Direct-to-consumer | ||||||||||||||||||||
Royalty | ||||||||||||||||||||
Total | $ | $ | $ | $ | $ | |||||||||||||||
Geographic revenues | ||||||||||||||||||||
United States | $ | $ | $ | $ | $ | |||||||||||||||
International | ||||||||||||||||||||
Total | $ | $ | $ | $ | $ |
Year Ended March 2019 | |||||||||||||||||||
(In thousands) | Outdoor | Active | Work | Other | Total | ||||||||||||||
Channel revenues | |||||||||||||||||||
Wholesale | $ | $ | $ | $ | $ | ||||||||||||||
Direct-to-consumer | |||||||||||||||||||
Royalty | |||||||||||||||||||
Total | $ | $ | $ | $ | $ | ||||||||||||||
Geographic revenues | |||||||||||||||||||
United States | $ | $ | $ | $ | $ | ||||||||||||||
International | |||||||||||||||||||
Total | $ | $ | $ | $ | $ |
(In thousands, except per share amounts) | Year Ended December 2017 (unaudited) | |||
Total revenues | $ | |||
Income from continuing operations | ||||
Earnings per common share from continuing operations | ||||
Basic | $ | |||
Diluted |
Discontinued Operations |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Net revenues | $ | $ | $ | $ | |||||||||||||
Cost of goods sold | |||||||||||||||||
Selling, general and administrative expenses | |||||||||||||||||
Impairment of goodwill and intangible assets | |||||||||||||||||
Interest, net | |||||||||||||||||
Other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Income from discontinued operations before income taxes | |||||||||||||||||
Gain (loss) on the sale of discontinued operations before income taxes | ( | ) | ( | ) | |||||||||||||
Total income from discontinued operations before income taxes | |||||||||||||||||
Income tax expense (a) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Income from discontinued operations, net of tax | $ | $ | $ | $ |
(a) | Income tax expense for the year ended March 2020 includes additional tax expense on nondeductible transaction costs and uncertain tax positions related to the Jeans business. Income tax expense for the year ended December 2017 was impacted by $ |
(In thousands) | March 2020 | March 2019 | |||||||
Cash and equivalents | $ | $ | |||||||
Accounts receivable, net | |||||||||
Inventories | |||||||||
Other current assets | |||||||||
Property, plant and equipment, net | |||||||||
Intangible assets | |||||||||
Goodwill | |||||||||
Operating lease right-of-use assets | |||||||||
Other assets | |||||||||
Total assets of discontinued operations | $ | $ | |||||||
Short-term borrowings | $ | $ | |||||||
Accounts payable | |||||||||
Accrued liabilities | |||||||||
Operating lease liabilities | |||||||||
Other liabilities | |||||||||
Deferred income tax liabilities (a) | ( | ) | ( | ) | |||||
Total liabilities of discontinued operations | $ | $ |
(a) | Deferred income tax balances reflect VF's consolidated netting by jurisdiction. |
Other Divestitures |
(In thousands) | March 2020 | March 2019 | |||||||
Trade | $ | $ | |||||||
Royalty and other | |||||||||
Total accounts receivable | |||||||||
Less allowance for doubtful accounts | |||||||||
Accounts receivable, net | $ | $ |
(In thousands) | March 2020 | March 2019 | |||||||
Finished products | $ | $ | |||||||
Work-in-process | |||||||||
Raw materials | |||||||||
Total inventories | $ | $ |
(In thousands) | March 2020 | March 2019 | |||||||
Land and improvements | $ | $ | |||||||
Buildings and improvements | |||||||||
Machinery and equipment | |||||||||
Property, plant and equipment, at cost | |||||||||
Less accumulated depreciation and amortization | |||||||||
Property, plant and equipment, net | $ | $ |
(In thousands) | Weighted Average Amortization Period | Amortization Method | Cost | Accumulated Amortization | Net Carrying Amount | |||||||||||
March 2020 | ||||||||||||||||
Amortizable intangible assets: | ||||||||||||||||
Customer relationships | Accelerated | $ | $ | $ | ||||||||||||
License agreements | Accelerated | |||||||||||||||
Other | Straight-line | |||||||||||||||
Amortizable intangible assets, net | ||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||
Trademarks and trade names | ||||||||||||||||
Intangible assets, net | $ |
(In thousands) | Weighted Average Amortization Period | Amortization Method | Cost | Accumulated Amortization | Net Carrying Amount | ||||||||||
March 2019 | |||||||||||||||
Amortizable intangible assets: | |||||||||||||||
Customer relationships | Accelerated | $ | $ | $ | |||||||||||
License agreements | Accelerated | ||||||||||||||
Other | Straight-line | ||||||||||||||
Amortizable intangible assets, net | |||||||||||||||
Indefinite-lived intangible assets: | |||||||||||||||
Trademarks and trade names | |||||||||||||||
Intangible assets, net | $ |
(In thousands) | Outdoor | Active | Work | Total | ||||||||||||
Balance, March 2018 | $ | $ | $ | $ | ||||||||||||
Fiscal 2019 acquisitions | ||||||||||||||||
Fiscal 2019 divestitures | ( | ) | ( | ) | ( | ) | ||||||||||
Currency translation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Balance, March 2019 | ||||||||||||||||
Impairment charge | ( | ) | ( | ) | ||||||||||||
Currency translation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Balance, March 2020 | $ | $ | $ | $ |
(In thousands) | Location in Consolidated Balance Sheet | March 2020 | |||||
Assets: | |||||||
Operating lease assets | Operating lease right-of-use assets | $ | |||||
Finance lease assets | Property, plant and equipment, net | ||||||
Total lease assets | $ | ||||||
Liabilities: | |||||||
Current | |||||||
Operating lease liabilities | Accrued liabilities | $ | |||||
Finance lease liabilities | Current portion of long-term debt | ||||||
Noncurrent | |||||||
Operating lease liabilities | Operating lease liabilities | ||||||
Finance lease liabilities | Long-term debt | ||||||
Total lease liabilities | $ |
(In thousands) | Year Ended March 2020 | ||||
Operating lease cost | $ | ||||
Finance lease cost – amortization of right-of-use assets | |||||
Finance lease cost – interest on lease liabilities | |||||
Short-term lease cost | |||||
Variable lease cost | |||||
Impairment | |||||
Gain recognized from sale-leaseback transactions | ( | ) | |||
Total lease cost | $ |
(In thousands) | Year Ended March 2020 | ||||
Cash paid for amounts included in the measurement of lease liabilities: | |||||
Operating cash flows – operating leases | $ | ||||
Operating cash flows – finance leases | |||||
Financing cash flows – finance leases | |||||
Right-of-use assets obtained in exchange for lease liabilities: | |||||
Operating leases (a) | |||||
Finance leases |
(a) | Excludes amounts recorded upon adoption of ASC 842. |
March 2020 | ||||
Weighted average remaining lease term: | ||||
Operating leases | ||||
Finance leases | ||||
Weighted average discount rate: | ||||
Operating leases | % | |||
Finance leases | % |
(In thousands) | Operating Leases | Finance Leases | Total | ||||||||||
2021 | $ | $ | $ | ||||||||||
2022 | |||||||||||||
2023 | |||||||||||||
2024 | |||||||||||||
2025 | |||||||||||||
Thereafter | |||||||||||||
Total lease payments | |||||||||||||
Less: present value adjustment | |||||||||||||
Present value of lease liabilities | $ | $ | $ |
(In thousands) | Operating Leases | |||
2020 | $ | |||
2022 | ||||
2023 | ||||
2024 | ||||
2025 | ||||
Thereafter | ||||
Total lease payments | $ |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | ||||||||||
(In thousands) | 2019 | 2018 | 2017 | |||||||||
Minimum rent expense | $ | $ | $ | |||||||||
Contingent rent expense | ||||||||||||
Rent expense | $ | $ | $ |
(In thousands) | March 2020 | March 2019 | |||||||
Computer software, net of accumulated amortization of: March 2020 - $247,582; March 2019 - $211,815 | $ | $ | |||||||
Investments held for deferred compensation plans (Note 16) | |||||||||
Deferred income taxes (Note 19) | |||||||||
Pension asset (Note 16) | |||||||||
Deposits | |||||||||
Partnership stores and shop-in-shop costs, net of accumulated amortization of: March 2020 - $73,732; March 2019 - $79,892 | |||||||||
Derivative financial instruments (Note 24) | |||||||||
Other investments | |||||||||
Deferred line of credit issuance costs | |||||||||
Other | |||||||||
Other assets | $ | $ |
(In thousands) | March 2020 | March 2019 | |||||||
Commercial paper borrowings | $ | $ | |||||||
International borrowing arrangements | |||||||||
Global Credit Facility | |||||||||
Short-term borrowings | $ | $ |
(In thousands) | March 2020 | March 2019 | |||||||
Current portion of operating lease liabilities (Note 10) | $ | $ | |||||||
Compensation | |||||||||
Customer discounts and allowances | |||||||||
Other taxes | |||||||||
Income taxes | |||||||||
Restructuring | |||||||||
Advertising | |||||||||
Freight, duties and postage | |||||||||
Deferred compensation (Note 16) | |||||||||
Interest | |||||||||
Derivative financial instruments (Note 24) | |||||||||
Insurance | |||||||||
Product warranty claims (Note 15) | |||||||||
Pension liabilities (Note 16) | |||||||||
Other | |||||||||
Accrued liabilities | $ | $ |
(In thousands) | March 2020 | March 2019 | |||||||
3.50% notes, due 2021 | $ | $ | |||||||
0.625% notes, due 2023 | |||||||||
0.250% notes, due 2028 | |||||||||
0.625% notes, due 2032 | |||||||||
6.00% notes, due 2033 | |||||||||
6.45% notes, due 2037 | |||||||||
Finance leases | |||||||||
Total long-term debt | |||||||||
Less current portion | |||||||||
Long-term debt, due beyond one year | $ | $ |
(In thousands) | Notes and Other | ||||
2021 | $ | ||||
2022 | |||||
2023 | |||||
2024 | |||||
2025 | |||||
Thereafter | |||||
Less unamortized debt discount | |||||
Less unamortized debt issuance costs | |||||
Total long-term debt | |||||
Less current portion | |||||
Long-term debt, due beyond one year | $ |
(In thousands) | March 2020 | March 2019 | |||||||
Deferred income taxes (Note 19) | $ | $ | |||||||
Deferred compensation (Note 16) | |||||||||
Income taxes | |||||||||
Pension liabilities (Note 16) | |||||||||
Deferred rent credits | |||||||||
Product warranty claims | |||||||||
Derivative financial instruments (Note 24) | |||||||||
Other | |||||||||
Other liabilities | $ | $ |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Balance, beginning of year | $ | $ | $ | $ | |||||||||||||
Accrual for products sold during the year | |||||||||||||||||
Repair or replacement costs incurred | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Currency translation | ( | ) | ( | ) | |||||||||||||
Balance, end of year | |||||||||||||||||
Less current portion (Note 13) | |||||||||||||||||
Long-term portion | $ | $ | $ | $ |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Service cost — benefits earned during the period | $ | $ | $ | $ | |||||||||||||
Interest cost on projected benefit obligations | |||||||||||||||||
Expected return on plan assets | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Settlement charges | |||||||||||||||||
Curtailments | |||||||||||||||||
Transfers to Kontoor Brands | |||||||||||||||||
Amortization of deferred amounts: | |||||||||||||||||
Net deferred actuarial losses | |||||||||||||||||
Deferred prior service costs | |||||||||||||||||
Total pension expense | $ | $ | $ | $ | |||||||||||||
Weighted average actuarial assumptions used to determine pension expense: | |||||||||||||||||
Discount rate in effect for determining service cost | % | % | % | % | |||||||||||||
Discount rate in effect for determining interest cost | % | % | % | % | |||||||||||||
Expected long-term return on plan assets | % | % | % | % | |||||||||||||
Rate of compensation increase (a) | % | % | % | % |
(a) | Rate of compensation increase is calculated as the weighted average rate of compensation increase for active plans. Frozen plans are excluded from the calculation. |
(In thousands) | March 2020 | March 2019 | |||||||
Fair value of plan assets, beginning of period | $ | $ | |||||||
Actual return on plan assets | |||||||||
VF contributions | |||||||||
Participant contributions | |||||||||
Transfer to Kontoor Brands | ( | ) | |||||||
Benefits paid | ( | ) | ( | ) | |||||
Currency translation | ( | ) | ( | ) | |||||
Fair value of plan assets, end of period | |||||||||
Projected benefit obligations, beginning of period | |||||||||
Service cost | |||||||||
Interest cost | |||||||||
Participant contributions | |||||||||
Actuarial loss (gain) | |||||||||
Benefits paid | ( | ) | ( | ) | |||||
Plan amendments | |||||||||
Transfer to Kontoor Brands | ( | ) | |||||||
Curtailments | ( | ) | |||||||
Currency translation | ( | ) | ( | ) | |||||
Projected benefit obligations, end of period | |||||||||
Funded status, end of period | $ | ( | ) | $ | ( | ) |
(In thousands) | March 2020 | March 2019 | |||||||
Amounts included in Consolidated Balance Sheets: | |||||||||
Other assets (Note 11) | $ | $ | |||||||
Accrued liabilities (Note 13) | ( | ) | ( | ) | |||||
Other liabilities (Note 15) | ( | ) | ( | ) | |||||
Funded status | $ | ( | ) | $ | ( | ) | |||
Accumulated other comprehensive loss, pretax: | |||||||||
Net deferred actuarial losses | $ | $ | |||||||
Net deferred prior service credits | ( | ) | |||||||
Total accumulated other comprehensive loss, pretax | $ | $ | |||||||
Accumulated benefit obligations | $ | $ | |||||||
Weighted average actuarial assumptions used to determine pension obligations: | |||||||||
Discount rate | % | % | |||||||
Rate of compensation increase (a) | % | % |
(a) | Rate of compensation increase is calculated as the weighted average rate of compensation increase for active plans. Frozen plans are excluded from the calculation. |
Total Plan Assets | Fair Value Measurements | |||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | |||||||||||||
March 2020 | ||||||||||||||||
Plan assets | ||||||||||||||||
Cash equivalents | $ | $ | $ | $ | ||||||||||||
Fixed income securities: | ||||||||||||||||
U.S. Treasury and government agencies | ||||||||||||||||
Insurance contracts | ||||||||||||||||
Commodities | ||||||||||||||||
Total plan assets in the fair value hierarchy | $ | $ | $ | |||||||||||||
Plan assets measured at net asset value | ||||||||||||||||
Cash equivalents | ||||||||||||||||
Equity securities: | ||||||||||||||||
Domestic | ||||||||||||||||
International | ||||||||||||||||
Fixed income securities: | ||||||||||||||||
Corporate and international bonds | ||||||||||||||||
Alternative investments | ||||||||||||||||
Total plan assets measured at net asset value | ||||||||||||||||
Total plan assets | $ |
Total Plan Assets | Fair Value Measurements | ||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | ||||||||||||
March 2019 | |||||||||||||||
Plan assets | |||||||||||||||
Cash equivalents | $ | $ | $ | $ | |||||||||||
Fixed income securities: | |||||||||||||||
U.S. Treasury and government agencies | |||||||||||||||
Insurance contracts | |||||||||||||||
Commodities | ( | ) | ( | ) | |||||||||||
Total plan assets in the fair value hierarchy | $ | $ | $ | ||||||||||||
Plan assets measured at net asset value | |||||||||||||||
Cash equivalents | |||||||||||||||
Equity securities: | |||||||||||||||
Domestic | |||||||||||||||
International | |||||||||||||||
Fixed income securities: | |||||||||||||||
Corporate and international bonds | |||||||||||||||
Alternative investments | |||||||||||||||
Total plan assets measured at net asset value | |||||||||||||||
Total plan assets | $ |
(In thousands) | March 2020 | March 2019 | |||||||
Foreign currency translation and other | $ | ( | ) | $ | ( | ) | |||
Defined benefit pension plans | ( | ) | ( | ) | |||||
Derivative financial instruments | |||||||||
Accumulated other comprehensive income (loss) | $ | ( | ) | $ | ( | ) |
(In thousands) | Foreign Currency Translation and Other | Defined Benefit Pension Plans | Derivative Financial Instruments | Total | ||||||||||||
Balance, December 2016 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
Other comprehensive income (loss) before reclassifications | ( | ) | ( | ) | ||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | ( | ) | ||||||||||||||
Net other comprehensive income (loss) | ( | ) | ||||||||||||||
Balance, December 2017 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Other comprehensive income (loss) before reclassifications | ( | ) | ( | ) | ||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||||||||||||||
Net other comprehensive income (loss) | ( | ) | ||||||||||||||
Balance, March 2018 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Other comprehensive income (loss) before reclassifications | ( | ) | ( | ) | ||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||||||||||||||
Net other comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||
Balance, March 2019 | ( | ) | ( | ) | ( | ) | ||||||||||
Adoption of new accounting standard, ASU 2018-02 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Other comprehensive income (loss) before reclassifications | ( | ) | ( | ) | ( | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | ( | ) | ||||||||||||||
Spin-off of Jeans Business | ( | ) | ||||||||||||||
Net other comprehensive income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
Balance, March 2020 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) |
(In thousands) | Affected Line Item in the Consolidated Statements of Income | Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | ||||||||||||||||
Details About Accumulated Other Comprehensive Income (Loss) Components | ||||||||||||||||||||
2020 | 2019 | 2018 | 2017 | |||||||||||||||||
Losses on foreign currency translation and other: | ||||||||||||||||||||
Liquidation of foreign entities | Other income (expense), net | $ | ( | ) | $ | $ | $ | |||||||||||||
Total before tax | ( | ) | ||||||||||||||||||
Tax (expense) benefit | ||||||||||||||||||||
Net of tax | ( | ) | ||||||||||||||||||
Amortization of defined benefit pension plans: | ||||||||||||||||||||
Net deferred actuarial losses | Other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
Deferred prior service costs | Other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
Pension settlement charges | Other income (expense), net | ( | ) | ( | ) | |||||||||||||||
Pension curtailment losses | Other income (expense), net | ( | ) | ( | ) | |||||||||||||||
Pension curtailment loss | Income from discontinued operations, net of tax | ( | ) | |||||||||||||||||
Total before tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
Tax benefit | ||||||||||||||||||||
Net of tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
Gains (losses) on derivative financial instruments: | ||||||||||||||||||||
Foreign exchange contracts | Net revenues | ( | ) | |||||||||||||||||
Foreign exchange contracts | Cost of goods sold | ( | ) | ( | ) | |||||||||||||||
Foreign exchange contracts | Selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | |||||||||||||
Foreign exchange contracts | Other income (expense), net | ( | ) | ( | ) | |||||||||||||||
Interest rate contracts | Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
Total before tax | ( | ) | ( | ) | ||||||||||||||||
Tax (expense) benefit | ( | ) | ( | ) | ||||||||||||||||
Net of tax | ( | ) | ( | ) | ||||||||||||||||
Total reclassifications for the period, net of tax | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Stock-based compensation cost | $ | $ | $ | $ | |||||||||||||
Income tax benefits | |||||||||||||||||
Stock-based compensation costs included in inventory at period end |
Spin-Off of Jeans Business |
Stock Options |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||
2020 | 2019 | 2018 | 2017 | ||||||
Expected volatility | 24% to 27% | 22% to 29% | 24% to 29% | 23% to 30% | |||||
Weighted average expected volatility | |||||||||
Expected term (in years) | 6.1 to 7.6 | 6.1 to 7.5 | 6.1 to 7.6 | 6.3 to 7.7 | |||||
Weighted average dividend yield | |||||||||
Risk-free interest rate | 1.4% to 2.4% | 2.1% to 3.2% | 1.9% to 2.9% | 0.7% to 2.4% | |||||
Weighted average fair value at date of grant | $ | $ | $ | $ |
Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (In thousands) | |||||||||
Outstanding, March 2019 | $ | |||||||||||
Spin related adjustment | ||||||||||||
Transfer to Kontoor Brands | ( | ) | ||||||||||
Granted | ||||||||||||
Exercised | ( | ) | ||||||||||
Forfeited/cancelled | ( | ) | ||||||||||
Outstanding, March 2020 | $ | $ | ||||||||||
Exercisable, March 2020 | $ | $ |
Restricted Stock Units |
Performance-based | Nonperformance-based | ||||||||||||
Number Outstanding | Weighted Average Grant Date Fair Value | Number Outstanding | Weighted Average Grant Date Fair Value | ||||||||||
Outstanding, March 2019 | $ | $ | |||||||||||
Spin related adjustment | |||||||||||||
Transfer to Kontoor Brands | ( | ) | ( | ) | |||||||||
Granted | |||||||||||||
Issued as Common Stock | ( | ) | ( | ) | |||||||||
Forfeited/cancelled | ( | ) | ( | ) | |||||||||
Outstanding, March 2020 | $ | $ | |||||||||||
Vested, March 2020 | $ | $ |
Restricted Stock |
Nonvested Shares Outstanding | Weighted Average Grant Date Fair Value | |||||
Nonvested shares, March 2019 | $ | |||||
Spin related adjustment | ||||||
Transfer to Kontoor Brands | ( | ) | ||||
Granted | ||||||
Dividend equivalents | ||||||
Vested | ( | ) | ||||
Forfeited | ( | ) | ||||
Nonvested shares, March 2020 | $ |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Domestic | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||
Foreign | |||||||||||||||||
Income before income taxes | $ | $ | $ | $ |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Current: | |||||||||||||||||
Federal | $ | $ | $ | ( | ) | $ | |||||||||||
Foreign | |||||||||||||||||
State | ( | ) | |||||||||||||||
( | ) | ||||||||||||||||
Deferred: | |||||||||||||||||
Federal and state | ( | ) | ( | ) | ( | ) | |||||||||||
Foreign | ( | ) | ( | ) | |||||||||||||
( | ) | ( | ) | ( | ) | ||||||||||||
Income taxes | $ | $ | $ | $ |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Tax at federal statutory rate | $ | $ | $ | $ | |||||||||||||
State income taxes, net of federal tax benefit | ( | ) | |||||||||||||||
Foreign rate differences | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Tax reform | ( | ) | ( | ) | |||||||||||||
Goodwill impairment | |||||||||||||||||
Capital losses | ( | ) | |||||||||||||||
Valuation allowances (federal) | |||||||||||||||||
Stock compensation (federal) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Other | ( | ) | ( | ) | |||||||||||||
Income taxes | $ | $ | $ | $ |
(In thousands) | March 2020 | March 2019 | |||||||
Deferred income tax assets: | |||||||||
Inventories | $ | $ | |||||||
Deferred compensation | |||||||||
Other employee benefits | |||||||||
Stock compensation | |||||||||
Lease liability | |||||||||
Other accrued expenses | |||||||||
Capital loss carryforwards | |||||||||
Operating loss carryforwards | |||||||||
Gross deferred income tax assets | |||||||||
Valuation allowances | ( | ) | ( | ) | |||||
Net deferred income tax assets | |||||||||
Deferred income tax liabilities: | |||||||||
Depreciation | |||||||||
Intangible assets | |||||||||
Right-of-use asset | |||||||||
Other deferred tax liabilities | |||||||||
Deferred income tax liabilities | |||||||||
Net deferred income tax assets (liabilities) | $ | $ | ( | ) | |||||
Amounts included in the Consolidated Balance Sheets: | |||||||||
Other assets (Note 11) | $ | $ | |||||||
Other liabilities (Note 15) | ( | ) | ( | ) | |||||
$ | $ | ( | ) |
(In thousands) | Unrecognized Income Tax Benefits | Accrued Interest and Penalties | Unrecognized Income Tax Benefits Including Interest and Penalties | |||||||||
Balance, December 2016 | $ | $ | $ | |||||||||
Additions for current year tax positions | ||||||||||||
Additions for prior year tax positions | ||||||||||||
Reductions for prior year tax positions | ( | ) | ( | ) | ( | ) | ||||||
Reductions due to statute expirations | ( | ) | ( | ) | ( | ) | ||||||
Payments in settlement | ( | ) | ( | ) | ( | ) | ||||||
Currency translation | ||||||||||||
Balance, December 2017 | ||||||||||||
Additions for current year tax positions | ||||||||||||
Additions for prior year tax positions | ||||||||||||
Reductions for prior year tax positions | ( | ) | ( | ) | ( | ) | ||||||
Reductions due to statute expirations | ( | ) | ( | ) | ( | ) | ||||||
Payments in settlement | ||||||||||||
Currency translation | ||||||||||||
Balance, March 2018 | ||||||||||||
Additions for current year tax positions | ||||||||||||
Additions for prior year tax positions | ||||||||||||
Reductions for prior year tax positions | ( | ) | ( | ) | ( | ) | ||||||
Reductions due to statute expirations | ( | ) | ( | ) | ( | ) | ||||||
Payments in settlement | ( | ) | ( | ) | ( | ) | ||||||
Currency translation | ( | ) | ( | ) | ( | ) | ||||||
Balance, March 2019 | ||||||||||||
Additions for current year tax positions | ||||||||||||
Additions for prior year tax positions | ||||||||||||
Reductions for prior year tax positions | ( | ) | ( | ) | ( | ) | ||||||
Reductions due to statute expirations | ( | ) | ( | ) | ( | ) | ||||||
Payments in settlement | ( | ) | ( | ) | ( | ) | ||||||
Decrease due to divestiture | ( | ) | ( | ) | ( | ) | ||||||
Currency translation | ( | ) | ( | ) | ( | ) | ||||||
Balance, March 2020 | $ | $ | $ |
(In thousands) | March 2020 | March 2019 | |||||||
Amounts included in the Consolidated Balance Sheets: | |||||||||
Unrecognized income tax benefits, including interest and penalties | $ | $ | |||||||
Less deferred tax benefits | |||||||||
Total unrecognized tax benefits | $ | $ |
REPORTABLE SEGMENT | BRANDS | |
Outdoor - Outdoor apparel, footwear and equipment | The North Face® | |
Timberland® | ||
Icebreaker® | ||
Smartwool® | ||
Altra® | ||
Active - Active apparel, footwear and accessories | Vans® | |
Kipling® | ||
Napapijri® | ||
Eastpak® | ||
JanSport® | ||
Eagle Creek® | ||
Work - Work and work-inspired lifestyle apparel and footwear | Dickies® | |
Timberland PRO® |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Segment revenues: | |||||||||||||||||
Outdoor | $ | $ | $ | $ | |||||||||||||
Active | |||||||||||||||||
Work | |||||||||||||||||
Other | |||||||||||||||||
Total segment revenues | $ | $ | $ | $ | |||||||||||||
Segment profit: | |||||||||||||||||
Outdoor | $ | $ | $ | $ | |||||||||||||
Active | |||||||||||||||||
Work | |||||||||||||||||
Other | ( | ) | |||||||||||||||
Total segment profit | |||||||||||||||||
Impairment of goodwill | ( | ) | |||||||||||||||
Corporate and other expenses (a) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Loss on debt extinguishment | ( | ) | |||||||||||||||
Income from continuing operations before income taxes | $ | $ | $ | $ |
(a) | Certain corporate overhead and other costs of $ |
(In thousands) | March 2020 | March 2019 | |||||||
Segment assets: | |||||||||
Outdoor | $ | $ | |||||||
Active | |||||||||
Work | |||||||||
Other | |||||||||
Total segment assets | |||||||||
Cash and equivalents | |||||||||
Property, plant and equipment, net | |||||||||
Intangible assets and goodwill | |||||||||
Operating lease right-of-use assets | |||||||||
Other assets | |||||||||
Assets of discontinued operations | |||||||||
Consolidated assets | $ | $ |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Depreciation and amortization expense: | |||||||||||||||||
Outdoor | $ | $ | $ | $ | |||||||||||||
Active | |||||||||||||||||
Work | |||||||||||||||||
Corporate | |||||||||||||||||
$ | $ | $ | $ |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Total revenues: | |||||||||||||||||
U.S. | $ | $ | $ | $ | |||||||||||||
Foreign, primarily Europe | |||||||||||||||||
$ | $ | $ | $ | ||||||||||||||
Property, plant and equipment: | |||||||||||||||||
U.S. | $ | $ | |||||||||||||||
Foreign, primarily Europe | |||||||||||||||||
$ | $ |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands, except per share amounts) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Earnings per share — basic: | |||||||||||||||||
Income from continuing operations | $ | $ | $ | $ | |||||||||||||
Weighted average common shares outstanding | |||||||||||||||||
Earnings per share from continuing operations | $ | $ | $ | $ | |||||||||||||
Earnings per share — diluted: | |||||||||||||||||
Income from continuing operations | $ | $ | $ | $ | |||||||||||||
Weighted average common shares outstanding | |||||||||||||||||
Incremental shares from stock options and other dilutive securities | |||||||||||||||||
Adjusted weighted average common shares outstanding | |||||||||||||||||
Earnings per share from continuing operations | $ | $ | $ | $ |
• | Level 1 — Quoted prices in active markets for identical assets or liabilities. |
• | Level 2 — Significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable |
• | Level 3 — Prices or valuation techniques that require significant unobservable data inputs. These inputs would normally be VF’s own data and judgments about assumptions that market participants would use in pricing the asset or liability. |
Total Fair Value | Fair Value Measurement Using (a) | ||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | ||||||||||||
March 2020 | |||||||||||||||
Financial assets: | |||||||||||||||
Cash equivalents: | |||||||||||||||
Money market funds | $ | $ | $ | $ | |||||||||||
Time deposits | |||||||||||||||
Derivative financial instruments | |||||||||||||||
Investment securities | |||||||||||||||
Financial liabilities: | |||||||||||||||
Derivative financial instruments | |||||||||||||||
Deferred compensation | |||||||||||||||
Total Fair Value | Fair Value Measurement Using (a) | ||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | ||||||||||||
March 2019 | |||||||||||||||
Financial assets: | |||||||||||||||
Cash equivalents: | |||||||||||||||
Money market funds | $ | $ | $ | $ | |||||||||||
Time deposits | |||||||||||||||
Derivative financial instruments | |||||||||||||||
Investment securities | |||||||||||||||
Financial liabilities: | |||||||||||||||
Derivative financial instruments | |||||||||||||||
Deferred compensation |
(a) | There were no transfers among the levels within the fair value hierarchy during the years ended March 2020 or 2019. |
Fair Value of Derivatives with Unrealized Gains | Fair Value of Derivatives with Unrealized Losses | |||||||||||||||||||
(In thousands) | March 2020 | March 2019 | March 2020 | March 2019 | ||||||||||||||||
Foreign currency exchange contracts designated as hedging instruments | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
Foreign currency exchange contracts not designated as hedging instruments | ( | ) | ( | ) | ||||||||||||||||
Total derivatives | $ | $ | $ | ( | ) | $ | ( | ) |
March 2020 | March 2019 | ||||||||||||||||
(In thousands) | Derivative Asset | Derivative Liability | Derivative Asset | Derivative Liability | |||||||||||||
Gross amounts presented in the Consolidated Balance Sheets | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||
Gross amounts not offset in the Consolidated Balance Sheets | ( | ) | ( | ) | |||||||||||||
Net amounts | $ | $ | ( | ) | $ | $ | ( | ) |
(In thousands) | March 2020 | March 2019 | |||||||
Other current assets | $ | $ | |||||||
Accrued liabilities (Note 13) | ( | ) | ( | ) | |||||
Other assets (Note 11) | |||||||||
Other liabilities (Note 15) | ( | ) | ( | ) |
(In thousands) Cash Flow Hedging Relationships | Gain (Loss) on Derivatives Recognized in OCI | ||||||||||||||||
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
2020 | 2019 | 2018 | 2017 | ||||||||||||||
Foreign currency exchange | $ | $ | $ | ( | ) | $ | ( | ) |
Gain (Loss) Reclassified from Accumulated OCI into Income | |||||||||||||||||
(In thousands) | Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | ||||||||||||||
Location of Gain (Loss) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Net revenues | $ | ( | ) | $ | $ | $ | |||||||||||
Cost of goods sold | ( | ) | ( | ) | |||||||||||||
Selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | |||||||||||
Other income (expense), net | ( | ) | ( | ) | |||||||||||||
Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
Total | $ | $ | ( | ) | $ | ( | ) | $ |
Year Ended March | Three Months Ended March (Transition Period) | Year Ended December | |||||||||||||||
(In thousands) | 2020 | 2019 | 2018 | 2017 | |||||||||||||
Income taxes paid, net of refunds (a) | $ | $ | $ | $ | |||||||||||||
Interest paid, net of amounts capitalized | |||||||||||||||||
Noncash transactions: | |||||||||||||||||
Property, plant and equipment expenditures included in accounts payable or accrued liabilities | |||||||||||||||||
Computer software costs included in accounts payable or accrued liabilities |
(a) | Includes both continuing and discontinued operations. |
(In thousands) | Year Ended March 2020 Charges | Year Ended March 2019 Charges | Three Months Ended March 2018 Charges | Year Ended December 2017 Charges | |||||||||||||
Severance and employee-related benefits | $ | $ | $ | $ | |||||||||||||
Asset impairments | |||||||||||||||||
Inventory write-downs | |||||||||||||||||
Contract termination and other | |||||||||||||||||
Total restructuring charges | $ | $ | $ | $ |
(In thousands) | Year Ended March 2020 Charges | Year Ended March 2019 Charges | Three Months Ended March 2018 Charges | Year Ended December 2017 Charges | |||||||||||||
Outdoor | $ | $ | $ | $ | |||||||||||||
Active | |||||||||||||||||
Work | |||||||||||||||||
Corporate | |||||||||||||||||
Total | $ | $ | $ | $ |
(In thousands) | Severance | Other | Total | ||||||||||
Accrual at March 2018 | $ | $ | $ | ||||||||||
Charges | |||||||||||||
Retained discontinued operations accruals | |||||||||||||
Cash payments and settlements | ( | ) | ( | ) | ( | ) | |||||||
Adjustments to accruals | ( | ) | ( | ) | |||||||||
Impact of foreign currency | ( | ) | ( | ) | ( | ) | |||||||
Accrual at March 2019 | |||||||||||||
Charges | |||||||||||||
Cash payments and settlements | ( | ) | ( | ) | ( | ) | |||||||
Adjustments to accruals | |||||||||||||
Impact of foreign currency | ( | ) | ( | ) | ( | ) | |||||||
Accrual at March 2020 | $ | $ | $ |
(Dollars in thousands) | |||||||||
Scheduled Maturity | Aggregate Principal | Interest Rate | Interest Payments | ||||||
Senior Notes due April 23, 2022 | $ | % | Semiannually | ||||||
Senior Notes due April 23, 2025 | % | Semiannually | |||||||
Senior Notes due April 23, 2027 | % | Semiannually | |||||||
Senior Notes due April 23, 2030 | % | Semiannually | |||||||
Total Issuance | $ |
(In thousands, except per share amounts) | First Quarter (a) (b) (c) | Second Quarter (a) (b) (c) (h) | Third Quarter (a) (b) (c) (f) | Fourth Quarter (a) (c) (d) (e) (g) (h) | Full Year | |||||||||||||||
Year Ended March 2020 | ||||||||||||||||||||
Net revenues | $ | $ | $ | $ | $ | |||||||||||||||
Operating income (loss) | ( | ) | ||||||||||||||||||
Income (loss) from continuing operations | ( | ) | ||||||||||||||||||
Income (loss) from discontinued operations, net of tax | ( | ) | ( | ) | ||||||||||||||||
Net income (loss) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
Earnings (loss) per common share - basic (m) | ||||||||||||||||||||
Continuing operations | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
Discontinued operations | ( | ) | ||||||||||||||||||
Total earnings (loss) per common share - basic | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
Earnings (loss) per common share - diluted (m) | ||||||||||||||||||||
Continuing operations | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
Discontinued operations | ( | ) | ||||||||||||||||||
Total earnings (loss) per common share - diluted | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
Dividends per common share | $ | $ | $ | $ | $ | |||||||||||||||
(In thousands, except per share amounts) | First Quarter (i) (l) | Second Quarter (i) (j) (l) | Third Quarter (i) (j) (l) | Fourth Quarter (i) (j) (k) (l) | Full Year | |||||||||||||||
Year Ended March 2019 | ||||||||||||||||||||
Net revenues | $ | $ | $ | $ | $ | |||||||||||||||
Operating income | ||||||||||||||||||||
Income from continuing operations | ||||||||||||||||||||
Income from discontinued operations, net of tax | ||||||||||||||||||||
Net income | $ | $ | $ | $ | $ | |||||||||||||||
Earnings per common share - basic (m) | ||||||||||||||||||||
Continuing operations | $ | $ | $ | $ | $ | |||||||||||||||
Discontinued operations | ||||||||||||||||||||
Total earnings per common share - basic | $ | $ | $ | $ | $ | |||||||||||||||
Earnings per common share - diluted (m) | ||||||||||||||||||||
Continuing operations | $ | $ | $ | $ | $ | |||||||||||||||
Discontinued operations | ||||||||||||||||||||
Total earnings per common share - diluted | $ | $ | $ | $ | $ | |||||||||||||||
Dividends per common share | $ | $ | $ | $ | $ |
(a) | VF recorded transaction and deal-related costs of $ |
(b) | VF recorded relocation costs of $ |
(c) | VF recorded costs and operating results of jeanswear wind down activities in South America post the separation of Kontoor Brands and costs related to specified strategic business decisions to cease operations in Argentina and planned business model changes in certain other countries in South America, which totaled $ |
(d) | VF recorded $ |
(e) | VF recognized a noncash goodwill impairment charge related to the Timberland reporting unit of $ |
(f) | VF recorded a pension settlement charge of $ |
(g) | VF recognized a total impact of debt extinguishment of $ |
(h) | VF recorded a net tax benefit of $ |
(i) | VF recorded transaction and deal-related costs of $ |
(j) | VF recorded relocation costs of $ |
(k) | VF recorded costs related to strategic business decisions to cease operations in Argentina and planned business model changes in certain other countries in South America, which totaled $ |
(l) | VF recorded a net tax benefit of $ |
(m) | Per share amounts are computed independently for each quarter presented using unrounded numbers. The sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding and rounding. |
COL. A | COL. B | COL. C | COL. D | COL. E | ||||||||||||||||
ADDITIONS | ||||||||||||||||||||
Description | Balance at Beginning of Period | (1) Charged to Costs and Expenses | (2) Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||
(In thousands) | ||||||||||||||||||||
Year Ended March 2020 | ||||||||||||||||||||
Allowance for doubtful accounts | $ | $ | $ | $ | (a) | $ | ||||||||||||||
Valuation allowance for deferred income tax assets | $ | (b) | $ | |||||||||||||||||
Year Ended March 2019 | ||||||||||||||||||||
Allowance for doubtful accounts | $ | (a) | $ | |||||||||||||||||
Valuation allowance for deferred income tax assets | $ | (b) | $ | |||||||||||||||||
Three Months Ended March 2018 | ||||||||||||||||||||
Allowance for doubtful accounts | $ | (a) | $ | |||||||||||||||||
Other accounts receivable allowances | $ | (c) | $ | |||||||||||||||||
Valuation allowance for deferred income tax assets | $ | (d) | $ | |||||||||||||||||
Year Ended December 2017 | ||||||||||||||||||||
Allowance for doubtful accounts | $ | (a) | $ | |||||||||||||||||
Other accounts receivable allowances | $ | (c) | $ | |||||||||||||||||
Valuation allowance for deferred income tax assets | $ | (d) | $ |
(a) | Deductions include accounts written off, net of recoveries, and the effects of foreign currency translation. |
(b) | Deductions relate to changes in circumstances which increase the amount of deferred income tax assets that will, more likely than not, be realized, and the effects of foreign currency translation. |
(c) | Deductions include discounts, markdowns and returns, and the effects of foreign currency translation. |
(d) | Additions relate to circumstances where it is more likely than not that deferred income tax assets will not be realized and the effects of foreign currency translation. |
• | 100% of the principal amount being redeemed; and |
• | the sum calculated by the Company of the present value of the remaining scheduled payments of principal and interest on the applicable series of Notes to be redeemed if such series of Notes matured on the applicable Make Whole Call Date (excluding any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on an annual basis (assuming ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below), plus 15 basis points (with respect to the 2023 Notes and the 2028 Notes) or 20 basis points (with respect to the 2032 Notes), plus, in each case, accrued and unpaid interest, to, but excluding, the date of redemption. |
(1) | to any tax, assessment or other governmental charge that is imposed by reason of the holder of a Note (or the beneficial owner for whose benefit such holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: |
(a) | having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment thereon or the enforcement of any rights under the Indenture or the Notes), including being or having been a citizen or resident of the United States, being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States; |
(b) | being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax; |
(c) | being or having been a “10-percent shareholder” of the Company as defined in Section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended to the date hereof (the “Code”), or any successor provision; or |
(d) | being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; |
(2) | to any holder that is not the sole beneficial owner of the applicable series of Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of additional amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; |
(3) | to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or beneficial owner of the applicable series of Notes to comply, to the extent it is legally able to do so, with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the applicable series of Notes, if compliance is requested with proper notice and required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge; |
(4) | to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the payment; |
(5) | to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge; |
(6) | to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Note of the applicable series of Notes, if such payment can be made without such withholding by presenting such Note (where presentation is required) to at least one other paying agent; |
(7) | to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of any Note of the applicable series of Notes, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; |
(8) | to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or |
(9) | in the case of any combination of items (1), (2), (3), (4), (5), (6), (7) and (8). |
• | accept for payment all Notes or portions of Notes of the applicable series (in integral multiples of €1,000) properly tendered pursuant to our offer; |
• | deposit with the paying agent an amount equal to the aggregate repurchase price in respect of all Notes or portions of Notes of the applicable series properly tendered; and |
• | deliver or cause to be delivered to the trustee the Notes of the applicable series properly accepted, together with an officers’ certificate stating the aggregate principal amount of such Notes being purchased by us. |
• | Changes requiring holder approval. First, the consent of each affected Note holder is required to: |
• | change the stated maturity of the principal or interest on a Note; |
• | reduce any amounts due on a Note; |
• | reduce the amount of principal payable upon acceleration of the maturity of a Note following a default; |
• | change the place or currency of payment on a Note; |
• | impair a holder’s right to sue for payment; |
• | reduce the percentage of holders of Notes whose consent is needed to modify or amend the Indenture; |
• | reduce the percentage of holders of Notes whose consent is needed to waive compliance with certain provisions of the Indenture or to waive certain defaults; or |
• | modify any other aspect of the provisions dealing with modification and waiver of the Indenture. (See Section 9.02 of the Base Indenture) |
• | Changes requiring a majority vote. The second type of change to the Indenture and the Notes requires a vote in favor by holders of Notes owning a majority of the outstanding aggregate principal amount of each series of Notes affected. Most changes fall into this category. A majority vote would also be required for us to obtain a waiver of all or part of the restrictive covenants described below, or a waiver of a past default. However, we cannot obtain a waiver of a payment default or any other aspect of the Indenture or the Notes listed in the first category described above under “-Changes requiring holder approval” unless we obtain individual holder consent to the waiver. (See Sections 5.13 and 9.02 of the Base Indenture) |
• | Changes not requiring holder approval. The third type of change does not require any vote by holders of Notes. This type is limited to clarifications and certain other changes that would not adversely affect holders of the Notes. (See Section 9.01 of the Base Indenture) |
(i) | Mortgages on property, shares of stock or indebtedness of or guaranteed by any corporation existing at the time such corporation becomes a Restricted Subsidiary; |
(ii) | Mortgages on property existing at the time of acquisition thereof, or to secure the payment of all or part of the purchase price of such property, or to secure debt incurred or guaranteed for the purpose of financing all or part of the purchase price of such property or construction or improvements thereon, which debt is incurred or guaranteed prior to, at the time of, or within 120 days after the later of such acquisition, completion of such improvements or construction, or commencement of full operation of such property; |
(iii) | Mortgages securing debt owing by any Restricted Subsidiary to the Company or another Restricted Subsidiary; |
(iv) | Mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with us or a Restricted Subsidiary or at the time of a purchase, lease or other acquisition of the property of a corporation or firm as an entirety or substantially as an entirety by us or a Restricted Subsidiary; |
(v) | Mortgages on our property or that of a Restricted Subsidiary in favor of the United States or any state or political subdivision thereof, or in favor of any other country or political subdivision thereof, to secure certain payments pursuant to any contract or statute or to secure any indebtedness incurred or guaranteed for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages (including, but not limited to, Mortgages incurred in connection with pollution control industrial revenue bond or similar financing); |
(vi) | Mortgages existing on the date of the Indenture; and |
(vii) | any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Mortgage referred to in any of the foregoing clauses. |
(i) | the Company or such Restricted Subsidiary would be entitled under the Indenture to issue, assume or guarantee debt secured by a Mortgage upon such Principal Property at least equal in amount to the Attributable Debt (as defined below) in respect of such transaction without equally and ratably securing the Notes, provided that such Attributable Debt shall thereupon be deemed to be debt subject to the provisions described above under “-Restrictions on Mortgages and Other Liens,” or |
(ii) | the Company applies, within 90 days of the effective date of such sale and leaseback transaction, an amount in cash equal to such Attributable Debt to the retirement (other than mandatory retirement or by way of payment at maturity) of non-subordinated debt of the Company or a Restricted Subsidiary which by its terms matures at, or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee, to a date more than twelve months after the date of the creation of such debt. (See Section 10.09 of the Base Indenture) |
(i) | such transactions involving leases with a term of up to three years, |
(ii) | leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, or |
(iii) | leases of any Principal Property entered into within 120 days after the later of the acquisition, completion of construction or commencement of full operation of such Principal Property. |
(i) | the successor person is a corporation, partnership or trust organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia, and expressly assumes our obligations on the Notes and under the Indenture; |
(ii) | immediately after giving effect to such transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, would occur and be continuing; and |
(iii) | after giving effect to such transaction, neither we nor the successor person, as the case may be, would have outstanding indebtedness secured by any mortgage or other encumbrance prohibited by the provisions of our restrictive covenant relating to liens or, if so, shall have secured the Notes equally and ratably with (or prior to) any indebtedness secured thereby. (See Section 8.01 of the Base Indenture) |
• | we deposit in trust for the benefit of all direct holders of the Notes cash in euros or euro-denominated European Government Obligations (defined below) or a combination thereof that, in the opinion of a nationally recognized firm of independent public accountants, will generate enough cash to make interest, principal and any other payments on the Notes as such payments become due; |
• | there is a change in U.S. federal income tax law or an Internal Revenue Service ruling that permits us to make the above deposit without causing the beneficial owners of the Notes to be taxed on the Notes any differently than if we did not make the deposit and simply repaid the Notes; and |
• | we deliver to the trustee a legal opinion of our counsel confirming the tax law change described above. |
• | deposit in trust for the benefit of all direct holders of the Notes cash in euros or euro-denominated European Government Obligations or a combination thereof that, in the opinion of a nationally recognized firm of independent public accountants, will generate enough cash to make interest, principal and any other payments on the Notes as such payments become due; and |
• | deliver to the trustee a legal opinion of our counsel confirming that under current U.S. federal income tax law we may make the above deposit without causing the beneficial owners of the Notes to be taxed on the notes any differently than if we did not make the deposit and simply repaid the notes. |
• | our obligations regarding the conduct of our business described above under “-Covenants,” and any other covenants applicable to the Notes described in this summary; |
• | the conditions to our engaging in a merger or similar transaction, as described above under “-Covenants-Mergers and Similar Events”; and |
• | the events of default relating to breaches of covenants, certain events in bankruptcy, insolvency or reorganization, and acceleration of the maturity of other debt, described below under “-Events of Default.” |
• | we do not pay interest on a Note within 30 days of its due date; |
• | we do not pay the principal or any premium on a Note on its due date; |
• | we remain in breach of a restrictive covenant or any other term of the Indenture for 60 days after we receive a notice of default stating we are in breach. The notice must be sent by the trustee or holders of 10% of the outstanding aggregate principal amount of the Notes; |
• | we default under any other indebtedness having an aggregate principal amount outstanding of $100,000,000 or more in the aggregate, our obligation to repay is accelerated, and this repayment obligation remains accelerated for ten days after we receive a notice of default under the Notes as described in the previous bullet point; or |
• | we file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur. (See Section 3.01 of the Base Indenture) |
• | the holder must give the trustee written notice that an event of default has occurred and remains uncured; |
• | the holders of 25% in aggregate principal amount of all the outstanding Notes must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action; |
• | the holders of a majority in aggregate principal amount of all the outstanding Notes must not have given the trustee any direction inconsistent with that request; and |
• | the trustee must have not taken action for 60 days after the receipt of the above notice and offer of indemnity. (See Section 5.07 of the Base Indenture) |
• | transfers of securities and cash within Euroclear; |
• | withdrawal of securities and cash from Euroclear; and |
• | receipt of payments with respect to securities in Euroclear. |
• | Clearstream or Euroclear is no longer willing or able to discharge its responsibilities properly, and neither the trustee nor we have approved a qualified successor within 90 days; or |
• | upon the request of a holder upon the occurrence and continuance of an event of default with respect to the Notes entitling the holders to accelerate the maturity thereof, |
(a) | Grant of RSUs Under 1996 Plan. Participant has been granted the Restricted Stock Units (“RSUs”) specified in the Award Certificate under VF Corporation’s (the “Company’s”) 1996 Plan, copies of which have been provided to Participant. All of the terms, conditions, and other provisions of the 1996 Plan are hereby incorporated by reference into this document. Capitalized terms used in this document but not defined herein shall have the same meanings as in the 1996 Plan. If there is any conflict between the provisions of this document and the mandatory provisions of the 1996 Plan, the provisions of the 1996 Plan shall govern. By accepting the grant of the RSUs, Participant agrees to be bound by all of the terms and provisions of the 1996 Plan (as presently in effect or later amended), the rules and regulations under the 1996 Plan adopted from time to time, and the decisions and determinations of the Committee made from time to time. |
(b) | Certain Restrictions. RSU granted to Participant hereunder are fully vested on the Grant Date. Until such time as each RSU has become settled by delivery of a share in accordance with Section 3, such RSU will be nontransferable, as provided in the 1996 Plan and Section 2(d). Participant is subject to the VF Code of Business Conduct and related policies on insider trading restricting Participant’s ability to sell shares of the Company’s Common Stock received in settlement of RSUs, which may include “blackout” periods during which Participant may not engage in such sales. |
(a) | Nature of RSUs. Each RSU represents a conditional right of Participant to receive, and a conditional obligation of the Company to deliver, one share of the Company’s Common Stock at the times specified hereunder and subject to the terms and conditions of the 1996 Plan and this document. Each RSU constitutes an award under Article VIII of the 1996 Plan (including Section 8.6 thereof), representing a bookkeeping unit which is an arbitrary accounting measure created and used solely for purposes of the 1996 Plan and this Agreement. RSUs do not represent ownership rights in the Company, shares of Common Stock, or any asset of the Company. |
(b) | Account. An account will be maintained for Participant for purposes of this Award, to which the total number of RSUs granted and any RSUs resulting under Section 2(c) shall be credited. An individual statement relating to Participant's Account will be issued not less frequently than annually. Such statement shall report the amount of RSUs credited to Participant's Account (i.e., not yet settled), transactions in the Account during the period covered by the statement, and other information deemed relevant by the Company. Such statement may be combined with or include information regarding other plans and compensatory arrangements affecting Participant. A Participant's statements may evidence the Company's obligations in respect of RSUs without the need for the Company to enter into a separate agreement relating to such obligations; provided, however, that any statement containing an error shall not represent a binding obligation to the extent of such error. |
(c) | Dividend Equivalents and Adjustments. Dividend equivalents shall be paid or credited on RSUs as follows; provided, however, that the Committee may vary the manner and terms of crediting dividend equivalents, for administrative convenience or any other reason, provided that the Committee determines that any alternative manner and terms result in equitable treatment of Participant: |
(i) | Regular Cash Dividends. Each Stock Unit will carry with it the right to crediting of an amount equal to dividends and distributions paid on a share of Common Stock (“dividend equivalents”), which amounts will be deemed reinvested in additional Stock Units, at the Fair Market Value of Common Stock at the dividend payment 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 Participant's 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 Participant's 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. |
(d) | Non-Transferability. Unless otherwise determined by the Committee, neither Participant nor any beneficiary shall have the right to, directly or indirectly, alienate, assign, transfer, pledge, anticipate, or encumber (except by reason of death) any RSU, Account or Account balance, or other right hereunder, nor shall any such RSU, Account or Account balance, or other right be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of Participant or any beneficiary, or to the debts, contracts, liabilities, engagements, or torts of Participant or any beneficiary or transfer by operation of law in the event of bankruptcy or insolvency of Participant or any beneficiary, or any legal process. |
(a) | Settlement Date. RSUs will be settled by delivery of one share of Common Stock for each RSU, including RSUs resulting from dividend equivalents under Section 2(c). Such settlement will occur as of the one year anniversary of the Grant Date (the “Stated Settlement Date”). Delivery of shares in settlement of RSUs will take place within 15 days after the Stated Settlement Date. |
(b) | Certain Limitations to Ensure Compliance with Code Section 409A. For purposes of this Agreement, references to a term or event (including any authority or right of the Company or Participant) being "permitted" under Code Section 409A mean that the term or event will not cause Participant to be liable for payment of interest or a tax penalty under Section 409A. The provisions of the 1996 Plan and other provisions of this Agreement notwithstanding, the terms of the RSUs, including any authority of the Company and rights of Participant, shall be limited to those terms permitted under Section 409A, and any terms not permitted under Section 409A shall be automatically modified and limited to the extent necessary to conform with Section 409A. For this purpose, the Company shall have no authority to accelerate distributions relating to RSUs in excess of the authority permitted under Section 409A, and, if the timing of any distribution in settlement of RSUs would result in Participant's constructive receipt of income relating to the RSUs prior to such distribution, the date of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt (thus, for example, any distribution in settlement of RSUs subject to Section 409A(a)(2)(A)(i) (separation from service) shall not occur earlier than the earliest time permitted under Section 409A(a)(2)(B)(i) and other applicable provisions of Section 409A). |
(c) | Delivery of Common Stock. Whenever Common Stock is to be delivered hereunder, the Company shall deliver to Participant or Participant’s Beneficiary one or more certificates representing the shares of Common Stock, registered in the name of Participant, the Beneficiary, or in such other form of registration as instructed by Participant, except that the Company may provide for alternative methods of delivery for administrative convenience. The obligation of the Company to deliver Common Stock hereunder is conditioned upon compliance by Participant and by the Company with all applicable federal and state securities and other laws and regulations. The Company may determine the manner in which fractional shares of Common Stock shall be dealt with upon settlement of RSUs; provided, however, that no certificate shall be issued representing a fractional share. If there occurs any delay between the Stated Settlement Date and the date shares are issued or delivered to Participant, a cash amount equal to any dividends or distributions the record date for which fell between the Stated Settlement Date and the date of issuance or delivery of the shares shall be paid to Participant together with the delivery of the shares. |
(a) | Binding Effect; Written Amendments. The terms and conditions set forth in this document shall be binding upon the heirs, executors, administrators and successors of the parties. The Award Certificate and this document constitute the entire agreement between the parties with respect to the RSUs and supersedes any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this document which may impose any additional obligation upon the Company or materially impair the rights of Participant with respect to the RSUs shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and, if Participant’s rights are materially impaired thereby, by Participant. |
(b) | No Promise of Continuation of Service. The RSUs and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Participant has a right to continue as a director of the Company for any period of time, or at any particular rate of compensation. |
(c) | Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws (but not the law of conflicts of laws) of the Commonwealth of Pennsylvania and applicable federal law. |
(d) | Unfunded Obligations. The grant of the RSUs and any provision for distribution in settlement of Participant's Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Participant any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Participant. With respect to Participant's entitlement to any distribution hereunder, Participant shall be a general creditor of the Company. |
(e) | Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Vice President–Human Resources, and any notice to Participant shall be addressed to Participant at Participant’s address as then appearing in the records of the Company. |
(f) | Shareholder Rights. Participant and any beneficiary shall not have any rights with respect to shares (including voting rights) covered by this Agreement prior to the settlement and distribution of the shares as specified herein. |
(g) | Taxes. Participant shall be responsible for payment of any federal, state or local taxes of any kind required to be paid with respect to the grant or settlement of the RSUs or otherwise in connection with the RSUs. |
(h) | Clawback. The RSUs are subject to the Corporation’s Forfeiture Policy for Equity and Incentive Awards in the Event of Restatement of Financial Results as in effect at the date of this award. Such Policy imposes conditions that may result in forfeiture of the RSUs or the proceeds to you resulting from such RSUs (a so-called “clawback”) in certain circumstances if the Corporation’s financial statements are required to be restated as a result of misconduct. |
(a) | Grant of RSUs Under 1996 Plan. Participant has been granted the Restricted Stock Units (“RSUs”) specified in the Award Certificate under VF Corporation’s (the “Company’s”) 1996 Plan, copies of which have been provided to Participant. All of the terms, conditions, and other provisions of the 1996 Plan are hereby incorporated by reference into this document. Capitalized terms used in this document but not defined herein shall have the same meanings as in the 1996 Plan. If there is any conflict between the provisions of this document and the mandatory provisions of the 1996 Plan, the provisions of the 1996 Plan shall govern. By accepting the grant of the RSUs, Participant agrees to be bound by all of the terms and provisions of the 1996 Plan (as presently in effect or later amended), the rules and regulations under the 1996 Plan adopted from time to time, and the decisions and determinations of the Committee made from time to time. |
(b) | Certain Restrictions. Until RSUs have become vested in accordance with Section 2(e), RSUs shall be subject to a risk of forfeiture as provided in the 1996 Plan and this document. Until such time as each RSU has become settled by delivery of a share in accordance with Section 3, such RSU will be nontransferable, as provided in the 1996 Plan and Section 2(d). Participant is subject to the VF Code of Business Conduct and related policies on insider trading restricting Participant’s ability to sell shares of the Company’s Common Stock received in settlement of RSUs, which may include “blackout” periods during which Participant may not engage in such sales. |
(a) | Nature of RSUs. Each RSU represents a conditional right of Participant to receive, and a conditional obligation of the Company to deliver, one share of the Company’s Common Stock at the times specified hereunder and subject to the terms and conditions of the 1996 Plan and this document. Each RSU constitutes an award under Article VIII of the 1996 Plan (including Section 8.6 thereof), representing a bookkeeping unit which is an arbitrary accounting measure created and used solely for purposes of the 1996 Plan and this Agreement. RSUs do not represent ownership rights in the Company, shares of Common Stock, or any asset of the Company. |
(b) | Account. An account will be maintained for Participant for purposes of this Award, to which the total number of RSUs granted and any RSUs resulting under Section 2(c) shall be credited. |
(c) | Dividend Equivalents and Adjustments. Dividend equivalents shall be paid or credited on RSUs as follows; provided, however, that the Committee may vary the manner and terms of crediting dividend equivalents, for administrative convenience or any other reason, provided that the Committee determines that any alternative manner and terms result in equitable treatment of Participant: |
(i) | Regular Cash Dividends. Each Stock Unit will carry with it the right to crediting of an amount equal to dividends and distributions paid on a share of Common Stock (“dividend equivalents”), which amounts will be deemed reinvested in additional Stock Units, at the Fair Market Value of Common Stock at the dividend payment 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 Participant's 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 Participant's 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) | Risk of Forfeiture and Settlement of Dividend Equivalents and RSUs Resulting from Dividend Equivalents and Adjustments. Rights to dividend equivalents and RSUs which directly or indirectly result from dividend equivalents on or adjustments to an RSU shall be subject to the same risk of forfeiture as applies to the granted RSU and will be settled at the same time as the granted RSU. |
(d) | Non-Transferability. Unless otherwise determined by the Committee, neither Participant nor any beneficiary shall have the right to, directly or indirectly, alienate, assign, transfer, pledge, anticipate, or encumber (except by reason of death) any RSU, Account or Account balance, or other right hereunder, nor shall any such RSU, Account or Account balance, or other right be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of Participant or any beneficiary, or to the debts, contracts, liabilities, engagements, or torts of Participant or any beneficiary or transfer by operation of law in the event of bankruptcy or insolvency of Participant or any beneficiary, or any legal process. |
(e) | Vesting and Forfeiture. The “Stated Vesting Date” of the RSUs will be as follows: 50% of the RSUs (rounded up to the nearest whole unit) will have a Stated Vesting Date on the second anniversary of the Grant Date, and 50% of the RSUs (rounded down to the nearest whole unit) will have a Stated Vesting Date on the fourth anniversary of the Grant Date, except as otherwise provided herein, if the Participant continues to be an employee of the Company or any of its subsidiaries or affiliates through the applicable Stated Vesting Date. |
(i) | If Termination of Employment is an involuntary separation by the Company not for Cause, a Pro Rata Portion (as defined below) of the RSUs shall vest at the next Stated Vesting Date, with any unvested RSUs in excess of such Pro Rata Portion canceled and forfeited. |
(ii) | If Termination of Employment is due to Participant’s Retirement, the RSUs shall vest at the Stated Vesting Date(s) in full, without proration. |
(iii) | If Termination of Employment is due to Participant’s death or Disability (as defined below), the RSUs shall immediately vest in full, without pro ration. |
(f) | Clawback. The RSUs are subject to the Corporation’s Forfeiture Policy for Equity and Incentive Awards in the Event of Restatement of Financial Results as in effect at the date of this Grant. Such Policy imposes conditions that may result in forfeiture of the RSUs or the proceeds to you resulting from the RSUs (a so-called “clawback”) in certain circumstances if the Corporation’s financial statements are required to be restated as a result of misconduct. |
(g) | Certain Definitions. The following definitions apply for purposes of this Agreement: |
(i) | "Cause" means (i), if the Participant has an Employment Agreement defining "Cause," the definition under such Employment Agreement, or (ii), if the Participant has no Employment Agreement defining "Cause," the Participant's gross misconduct, meaning (A) the Participant's willful and continued refusal substantially to perform his or her duties with the Company (other than any such refusal resulting from his or her incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Participant by the Board of Directors which specifically identifies the manner in which the Board believes that the Participant has refused to perform his or her duties, or (B) the willful engaging by the Participant in gross misconduct materially and demonstrably injurious to the Company. For purposes of this definition, no act or failure to act on the Participant's part shall be considered "willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company. |
(ii) | "Disability" means (A), if Participant has an Employment Agreement defining "Disability," the definition under such Employment Agreement, or (B), if Participant has no Employment Agreement defining "Disability," Participant's incapacity due to physical or mental illness resulting in Participant's absence from his or her duties with the Company or any of its subsidiaries or affiliates on a full-time basis for 26 consecutive weeks, and, within 30 days after written notice of termination has been given by the Company, Participant has not returned to the full-time performance of his or her duties. |
(iii) | "Pro Rata Portion" means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant's Termination of Employment (or in the case of an involuntary separation by the Company not for cause, the payment of the final installment of severance pay, if any) and the denominator of which is the number of days from the Grant Date to the final Vesting Date. Provided, however, the Pro Rata Portion may not exceed 100%. |
(iv) | "Termination of Employment" means Participant's termination of employment with the Company or any of its subsidiaries or affiliates in circumstances in which, immediately thereafter, Participant is not employed by the Company or any of its subsidiaries or affiliates. Service as a non-employee director shall not be treated as employment for purposes of this Agreement. |
(a) | Settlement Date. Vested RSUs will be settled by delivery of one share of Common Stock for each RSU, together with dividend equivalent amounts payable under Section 2(c). Such settlement will occur within 15 business days after the date on which the RSUs become vested (including any accelerated vesting under Section 2(e)). Delivery of shares in settlement of RSUs will take place as promptly as practicable after the settlement date (but not later than 15 business days after the designated settlement date). In the event of Participant’s death or Disability, the certificates representing shares of vested RSUs shall be delivered on or before the 60th day following the Termination of Employment due to death or Disability. |
(b) | Certain Limitations to Ensure Compliance with Code Section 409A. For purposes of this Agreement, references to a term or event (including any authority or right of the Company or Participant) being "permitted" under Section 409A of the Internal Revenue Code (the “Code”) mean that the term or event will not cause Participant to be liable for payment |
(c) | Delivery of Common Stock. Whenever Common Stock is to be delivered hereunder, the Company shall deliver to Participant or Participant’s Beneficiary one or more certificates representing the shares of Common Stock, registered in the name of Participant, the Beneficiary, or in such other form of registration as instructed by Participant, except that the Company may provide for alternative methods of delivery for administrative convenience. The obligation of the Company to deliver Common Stock hereunder is conditioned upon compliance by Participant and by the Company with all applicable federal and state securities and other laws and regulations. The Company may determine the manner in which fractional shares of Common Stock shall be dealt with upon settlement of RSUs; provided, however, that no certificate shall be issued representing a fractional share. If there occurs any delay between the settlement date and the date shares are issued or delivered to Participant, a cash amount equal to any dividends or distributions the record date for which fell between the settlement date and the date of issuance or delivery of the shares shall be paid to Participant together with the delivery of the shares. |
(a) | Binding Effect; Written Amendments. The terms and conditions set forth in this document shall be binding upon the heirs, executors, administrators and successors of the parties. The Award Certificate and this document constitute the entire agreement between the parties with respect to the RSUs and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this document which may impose any additional obligation upon the Company or materially impair the rights of Participant with respect to the RSUs shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and, if Participant’s rights are materially impaired thereby, by Participant. |
(b) | No Promise of Employment. The RSUs and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Participant has a right to continue as an officer, employee or director of the Company or its subsidiaries for any period of time, or at any particular rate of compensation. |
(c) | Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws (but not the law of conflicts of laws) of the State of North Carolina and applicable federal law. |
(d) | Unfunded Obligations. The grant of the RSUs and any provision for distribution in settlement of Participant's Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Participant any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Participant. With respect to Participant's entitlement to any distribution hereunder, Participant shall be a general creditor of the Company. |
(e) | Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Vice President–Human Resources, and any notice to Participant shall be addressed to Participant at Participant’s address as then appearing in the records of the Company. |
(f) | Shareholder Rights. Participant and any beneficiary shall not have any rights with respect to shares (including voting rights) covered by this Agreement prior to the settlement and distribution of the shares as specified herein. |
(g) | Voluntary Participation. Participant’s participation in the Plan is voluntary. The value of the RSUs is an extraordinary item of compensation. As such, the RSUs are not part of normal or expected compensation for purposes of calculating any severance, change in control payments, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. |
(a) | Grant of RSUs Under 1996 Plan. Participant has been granted the Restricted Stock Units (“RSUs”) specified in the Award Certificate under VF Corporation’s (the “Company’s”) 1996 Plan, copies of which have been provided to Participant. All of the terms, conditions, and other provisions of the 1996 Plan are hereby incorporated by reference into this document. Capitalized terms used in this document but not defined herein shall have the same meanings as in the 1996 Plan. If there is any conflict between the provisions of this document and the mandatory provisions of the 1996 Plan, the provisions of the 1996 Plan shall govern. By accepting the grant of the RSUs, Participant agrees to be bound by all of the terms and provisions of the 1996 Plan (as presently in effect or later amended), the rules and regulations under the 1996 Plan adopted from time to time, and the decisions and determinations of the Committee made from time to time. |
(b) | Certain Restrictions. Until RSUs have become vested in accordance with Section 2(e), RSUs shall be subject to a risk of forfeiture as provided in the 1996 Plan and this document. Until such time as each RSU has become settled by delivery of a share in accordance with Section 3, such RSU will be nontransferable, as provided in the 1996 Plan and Section 2(d). Participant is subject to the VF Code of Business Conduct and related policies on insider trading restricting Participant’s ability to sell shares of the Company’s Common Stock received in settlement of RSUs, which may include “blackout” periods during which Participant may not engage in such sales. |
(a) | Nature of RSUs. Each RSU represents a conditional right of Participant to receive, and a conditional obligation of the Company to deliver, one share of the Company’s Common Stock at the times specified hereunder and subject to the terms and conditions of the 1996 Plan and this document. Each RSU constitutes an award under Article VIII of the 1996 Plan (including Section 8.6 thereof), representing a bookkeeping unit which is an arbitrary accounting measure created and used solely for purposes of the 1996 Plan and this Agreement. RSUs do not represent ownership rights in the Company, shares of Common Stock, or any asset of the Company. |
(b) | Account. An account will be maintained for Participant for purposes of this Award, to which the total number of RSUs granted and any RSUs resulting under Section 2(c) shall be credited. |
(c) | Dividend Equivalents and Adjustments. Dividend equivalents shall be paid or credited on RSUs as follows; provided, however, that the Committee may vary the manner and terms of crediting dividend equivalents, for administrative convenience or any other reason, provided that the Committee determines that any alternative manner and terms result in equitable treatment of Participant: |
(i) | Regular Cash Dividends. Each RSU will carry with it the right to crediting of an amount equal to dividends and distributions paid on a share of Common Stock (“dividend equivalents”), which amounts will be deemed reinvested in additional RSUs, at the Fair Market Value of Common Stock at the dividend payment 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 Participant's 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 Participant's 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) | Risk of Forfeiture and Settlement of Dividend Equivalents and RSUs Resulting from Dividend Equivalents and Adjustments. Rights to dividend equivalents and RSUs which directly or indirectly result from dividend equivalents on or adjustments to an RSU shall be subject to the same risk of forfeiture as applies to the granted RSU and will be settled at the same time as the granted RSU. |
(d) | Non-Transferability. Unless otherwise determined by the Committee, neither Participant nor any beneficiary shall have the right to, directly or indirectly, alienate, assign, transfer, pledge, anticipate, or encumber (except by reason of death) any RSU, Account or Account balance, or other right hereunder, nor shall any such RSU, Account or Account balance, or other right be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of Participant or any beneficiary, or to the debts, contracts, liabilities, engagements, or torts of Participant or any beneficiary or transfer by operation of law in the event of bankruptcy or insolvency of Participant or any beneficiary, or any legal process. |
(e) | Vesting and Forfeiture. The “Stated Vesting Date” of the RSUs will be as follows: 100% of the RSUs will have a Stated Vesting Date of [Cliff Vesting Date], except as otherwise provided herein, if the Participant continues to be an employee of the Company or any of its subsidiaries or affiliates through the applicable Stated Vesting Date. |
(i) | If Termination of Employment is an involuntary separation by the Company not for Cause, a Pro Rata Portion (as defined below) of the RSUs shall vest at the next Stated Vesting Date (but will not include any time during which Participant receives Severance Pay), with any unvested RSUs in excess of such Pro Rata Portion canceled and forfeited. |
(ii) | If Termination of Employment is due to Participant’s death or Disability (as defined below), the RSUs shall immediately vest in full, without pro ration. |
(f) | Clawback. The RSUs are subject to the Corporation’s Forfeiture Policy for Equity and Incentive Awards in the Event of Restatement of Financial Results as in effect at the date of this Grant. Such Policy imposes conditions that may result in forfeiture of the RSUs or the proceeds to you resulting from the RSUs (a so-called “clawback”) in certain circumstances if the Corporation’s financial statements are required to be restated as a result of misconduct. |
(g) | Certain Definitions. The following definitions apply for purposes of this Agreement: |
(i) | "Disability" means (A), if Participant has an Employment Agreement defining "Disability," the definition under such Employment Agreement, or (B), if Participant has no Employment Agreement defining "Disability," Participant's incapacity due to physical or mental illness resulting in Participant's absence from his or her duties with the Company or any of its subsidiaries or affiliates on a full-time basis for 26 consecutive weeks, and, within 30 days after written notice of termination has been given by the Company, Participant has not returned to the full-time performance of his or her duties. |
(ii) | "Pro Rata Portion" means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant's Termination of Employment, not including any severance payment period for involuntary separation, and the denominator of which is the number of days from the Grant Date to the applicable Stated Vesting Date. |
(iii) | "Termination of Employment" means Participant's termination of employment with the Company or any of its subsidiaries or affiliates in circumstances in which, immediately thereafter, Participant is not employed by the Company or any of its subsidiaries or affiliates. Service as a non-employee director shall not be treated as employment for purposes of this Agreement. |
(a) | Settlement Date. Vested RSUs will be settled by delivery of one share of Common Stock for each RSU, together with dividend equivalent amounts payable under Section 2(c). Such settlement will occur within 15 business days after the date on which the RSUs become vested (including any accelerated vesting under Section 2(e)). Delivery of shares in settlement of RSUs will take place as promptly as practicable after the settlement date (but not later than 15 business days after the designated settlement date). In the event of Participant’s death or Disability, the certificates representing shares of vested RSUs shall be delivered on or before the 60th day following the Termination of Employment due to death or Disability. |
(b) | Certain Limitations to Ensure Compliance with Code Section 409A. For purposes of this Agreement, references to a term or event (including any authority or right of the Company or Participant) being "permitted" under Section 409A of the Internal Revenue Code (the “Code”) mean that the term or event will not cause Participant to be liable for payment of interest or a tax penalty under Section 409A. The provisions of the 1996 Plan and other provisions of this Agreement notwithstanding, the terms of the RSUs, including any authority of the Company and rights of Participant, shall be limited to those terms permitted under Section 409A, and any terms not permitted under Section 409A shall be automatically modified and limited to the extent necessary to conform with Section 409A. For this purpose, the Company shall have no authority to accelerate distributions relating to RSUs in excess of the authority permitted under Section 409A, and, if the timing of any distribution in settlement of RSUs would result in Participant's constructive receipt of income relating to the RSUs prior to such distribution, the date of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt (thus, for example, if RSUs were deemed to be a deferral of compensation under Code Section 409A, any distribution in settlement of RSUs subject to Section 409A(a)(2)(A)(i) (separation from service) would be triggered only by a “separation from service” under Treasury Regulation Section 1.409A-1(h) and, if the Participant were a “specified employee” under Treasury Regulation Section 1.409A-1(i), such distribution would be delayed until six months after such separation from service other than due to death). |
(c) | Delivery of Common Stock. Whenever Common Stock is to be delivered hereunder, the Company shall deliver to Participant or Participant’s Beneficiary one or more certificates representing the shares of Common Stock, registered in the name of Participant, the Beneficiary, or in such other form of registration as instructed by Participant, except that the Company may provide for alternative methods of delivery for administrative convenience. The obligation of the |
(a) | Binding Effect; Written Amendments. The terms and conditions set forth in this document shall be binding upon the heirs, executors, administrators and successors of the parties. The Award Certificate and this document constitute the entire agreement between the parties with respect to the RSUs and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this document which may impose any additional obligation upon the Company or materially impair the rights of Participant with respect to the RSUs shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and, if Participant’s rights are materially impaired thereby, by Participant. |
(b) | No Promise of Employment. The RSUs and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Participant has a right to continue as an officer, employee or director of the Company or its subsidiaries for any period of time, or at any particular rate of compensation. |
(c) | Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws (but not the law of conflicts of laws) of the State of North Carolina and applicable federal law. |
(d) | Unfunded Obligations. The grant of the RSUs and any provision for distribution in settlement of Participant's Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Participant any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Participant. With respect to Participant's entitlement to any distribution hereunder, Participant shall be a general creditor of the Company. |
(e) | Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Vice President–Human Resources, and any notice to Participant shall be addressed to Participant at Participant’s address as then appearing in the records of the Company. |
(f) | Shareholder Rights.Participant and any beneficiary shall not have any rights with respect to shares (including voting rights) covered by this Agreement prior to the settlement and distribution of the shares as specified herein. |
(g) | Voluntary Participation. Participant’s participation in the Plan is voluntary. The value of the RSUs is an extraordinary item of compensation. As such, the RSUs are not part of normal or expected compensation for purposes of calculating any severance, change in control payments, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. |
(a) | Grant of RSUs Under 1996 Plan. Participant has been granted the Restricted Stock Units (“RSUs”) specified in the Award Certificate under VF Corporation’s (the “Company’s”) 1996 Plan, copies of which have been provided to Participant. All of the terms, conditions, and other provisions of the 1996 Plan are hereby incorporated by reference into this document. Capitalized terms used in this document but not defined herein shall have the same meanings as in the 1996 Plan. If there is any conflict between the provisions of this document and the mandatory provisions of the 1996 Plan, the provisions of the 1996 Plan shall govern. By accepting the grant of the RSUs, Participant agrees to be bound by all of the terms and provisions of the 1996 Plan (as presently in effect or later amended), the rules and regulations under the 1996 Plan adopted from time to time, and the decisions and determinations of the Committee made from time to time. |
(b) | Certain Restrictions. Until RSUs have become vested in accordance with Section 2(e), RSUs shall be subject to a risk of forfeiture as provided in the 1996 Plan and this document. Until such time as each RSU has become settled by delivery of a share in accordance with Section 3, such RSU will be nontransferable, as provided in the 1996 Plan and Section 2(d). Participant is subject to the VF Code of Business Conduct and related policies on insider trading restricting Participant’s ability to sell shares of the Company’s Common Stock received in settlement of RSUs, which may include “blackout” periods during which Participant may not engage in such sales. |
(a) | Nature of RSUs. Each RSU represents a conditional right of Participant to receive, and a conditional obligation of the Company to deliver, one share of the Company’s Common Stock at the times specified hereunder and subject to the terms and conditions of the 1996 Plan and this document. Each RSU constitutes an award under Article VIII of the 1996 Plan (including Section 8.6 thereof), representing a bookkeeping unit which is an arbitrary accounting measure created and used solely for purposes of the 1996 Plan and this Agreement. RSUs do not represent ownership rights in the Company, shares of Common Stock, or any asset of the Company. |
(b) | Account. An account will be maintained for Participant for purposes of this Award, to which the total number of RSUs granted and any RSUs resulting under Section 2(c) shall be credited. |
(c) | Dividend Equivalents and Adjustments. Dividend equivalents shall be paid or credited on RSUs as follows; provided, however, that the Committee may vary the manner and terms of crediting dividend equivalents, for administrative convenience or any other reason, provided that the Committee determines that any alternative manner and terms result in equitable treatment of Participant: |
(i) | Regular Cash Dividends. Each Stock Unit will carry with it the right to crediting of an amount equal to dividends and distributions paid on a share of Common Stock (“dividend equivalents”), which amounts will be deemed reinvested in additional Stock Units, at the Fair Market Value of Common Stock at the dividend payment 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 Participant's 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 Participant's 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) | Risk of Forfeiture and Settlement of Dividend Equivalents and RSUs Resulting from Dividend Equivalents and Adjustments. Rights to dividend equivalents and RSUs which directly or indirectly result from dividend equivalents on or adjustments to an RSU shall be subject to the same risk of forfeiture as applies to the granted RSU and will be settled at the same time as the granted RSU. |
(d) | Non-Transferability. Unless otherwise determined by the Committee, neither Participant nor any beneficiary shall have the right to, directly or indirectly, alienate, assign, transfer, pledge, anticipate, or encumber (except by reason of death) any RSU, Account or Account balance, or other right hereunder, nor shall any such RSU, Account or Account balance, or other right be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of Participant or any beneficiary, or to the debts, contracts, liabilities, engagements, or torts of Participant or any beneficiary or transfer by operation of law in the event of bankruptcy or insolvency of Participant or any beneficiary, or any legal process. |
(e) | Vesting and Forfeiture. The “Stated Vesting Date” of the RSUs will be as follows: 50% of the RSUs (rounded up to the nearest whole unit) will have a Stated Vesting Date on the second anniversary of the Grant Date, and 50% of the RSUs (rounded down to the nearest whole unit) will have a Stated Vesting Date on the fourth anniversary of the Grant Date, except as otherwise provided herein, if the Participant continues to be an employee of the Company or any of its subsidiaries or affiliates through the applicable Stated Vesting Date. |
(i) | If Termination of Employment is an involuntary separation by the Company not for Cause, a Pro Rata Portion (as defined below) of the RSUs shall vest immediately, with any unvested RSUs in excess of such Pro Rata Portion canceled and forfeited. |
(ii) | If Termination of Employment is due to Participant’s Retirement, the RSUs shall vest at the Stated Vesting Date(s) in full, without proration. |
(iii) | If Termination of Employment is due to Participant’s death or Disability (as defined below), the RSUs shall immediately vest in full, without pro ration. |
(f) | Clawback. The RSUs are subject to the Corporation’s Forfeiture Policy for Equity and Incentive Awards in the Event of Restatement of Financial Results as in effect at the date of this Grant. Such Policy imposes conditions that may result in forfeiture of the RSUs or the proceeds to you resulting from the RSUs (a so-called “clawback”) in certain circumstances if the Corporation’s financial statements are required to be restated as a result of misconduct. |
(g) | Certain Definitions. The following definitions apply for purposes of this Agreement: |
(i) | "Cause" means (i), if the Participant has an Employment Agreement defining "Cause," the definition under such Employment Agreement, or (ii), if the Participant has no Employment Agreement defining "Cause," the Participant's gross misconduct, meaning (A) the Participant's willful and continued refusal substantially to perform his or her duties with the Company (other than any such refusal resulting from his or her incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Participant by the Board of Directors which specifically identifies the manner in which the Board believes that the Participant has refused to perform his or her duties, or (B) the willful engaging by the Participant in gross misconduct materially and demonstrably injurious to the Company. For purposes of this definition, no act or failure to act on the Participant's part shall be considered "willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company. |
(ii) | "Disability" means (A), if Participant has an Employment Agreement defining "Disability," the definition under such Employment Agreement, or (B), if Participant has no Employment Agreement defining "Disability," Participant's incapacity due to physical or mental illness resulting in Participant's absence from his or her duties with the Company or any of its subsidiaries or affiliates on a full-time basis for 26 consecutive weeks, and, within 30 days after written notice of termination has been given by the Company, Participant has not returned to the full-time performance of his or her duties. |
(iii) | "Pro Rata Portion" means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant's Termination of Employment (or in the case of an involuntary separation by the Company not for cause, the payment of the final installment of severance pay, if any) and the denominator of which is the number of days from the Grant Date to the final Vesting Date. Provided, however, the Pro Rata Portion may not exceed 100%. |
(iv) | "Termination of Employment" means Participant's termination of employment with the Company or any of its subsidiaries or affiliates in circumstances in which, immediately thereafter, Participant is not employed by the Company or any of its subsidiaries or affiliates. Service as a non-employee director shall not be treated as employment for purposes of this Agreement. |
(a) | Settlement Date. Vested RSUs will be settled by delivery of one share of Common Stock for each RSU, together with dividend equivalent amounts payable under Section 2(c). Such settlement will occur within 15 business days after the date on which the RSUs become vested (including any accelerated vesting under Section 2(e)). Delivery of shares in settlement of RSUs will take place as promptly as practicable after the settlement date (but not later than 15 business days after the designated settlement date). In the event of Participant’s death or Disability, the certificates representing shares of vested RSUs shall be delivered on or before the 60th day following the Termination of Employment due to death or Disability. |
(b) | Certain Limitations to Ensure Compliance with Code Section 409A. For purposes of this Agreement, references to a term or event (including any authority or right of the Company or Participant) being "permitted" under Section 409A of the Internal Revenue Code (the “Code”) mean that the term or event will not cause Participant to be liable for payment |
(c) | Delivery of Common Stock. Whenever Common Stock is to be delivered hereunder, the Company shall deliver to Participant or Participant’s Beneficiary one or more certificates representing the shares of Common Stock, registered in the name of Participant, the Beneficiary, or in such other form of registration as instructed by Participant, except that the Company may provide for alternative methods of delivery for administrative convenience. The obligation of the Company to deliver Common Stock hereunder is conditioned upon compliance by Participant and by the Company with all applicable federal and state securities and other laws and regulations. The Company may determine the manner in which fractional shares of Common Stock shall be dealt with upon settlement of RSUs; provided, however, that no certificate shall be issued representing a fractional share. If there occurs any delay between the settlement date and the date shares are issued or delivered to Participant, a cash amount equal to any dividends or distributions the record date for which fell between the settlement date and the date of issuance or delivery of the shares shall be paid to Participant together with the delivery of the shares. |
(a) | Binding Effect; Written Amendments. The terms and conditions set forth in this document shall be binding upon the heirs, executors, administrators and successors of the parties. The Award Certificate and this document constitute the entire agreement between the parties with respect to the RSUs and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this document which may impose any additional obligation upon the Company or materially impair the rights of Participant with respect to the RSUs shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and, if Participant’s rights are materially impaired thereby, by Participant. |
(b) | No Promise of Employment. The RSUs and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Participant has a right to continue as an officer, employee or director of the Company or its subsidiaries for any period of time, or at any particular rate of compensation. |
(c) | Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws (but not the law of conflicts of laws) of the State of North Carolina and applicable federal law. |
(d) | Unfunded Obligations. The grant of the RSUs and any provision for distribution in settlement of Participant's Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Participant any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Participant. With respect to Participant's entitlement to any distribution hereunder, Participant shall be a general creditor of the Company. |
(e) | Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Vice President-Human Resources, and any notice to Participant shall be addressed to Participant at Participant’s address as then appearing in the records of the Company. |
(f) | Shareholder Rights.Participant and any beneficiary shall not have any rights with respect to shares (including voting rights) covered by this Agreement prior to the settlement and distribution of the shares as specified herein. |
(g) | Voluntary Participation. Participant’s participation in the Plan is voluntary. The value of the RSUs is an extraordinary item of compensation. As such, the RSUs are not part of normal or expected compensation for purposes of calculating any severance, change in control payments, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. |
(a) | Grant of RSUs Under 1996 Plan. Participant has been granted the Restricted Stock Units (“RSUs”) specified in the Award Certificate under VF Corporation’s (the “Company’s”) 1996 Plan, copies of which have been provided to Participant. All of the terms, conditions, and other provisions of the 1996 Plan are hereby incorporated by reference into this document. Capitalized terms used in this document but not defined herein shall have the same meanings as in the 1996 Plan. If there is any conflict between the provisions of this document and the mandatory provisions of the 1996 Plan, the provisions of the 1996 Plan shall govern. By accepting the grant of the RSUs, Participant agrees to be bound by all of the terms and provisions of the 1996 Plan (as presently in effect or later amended), the rules and regulations under the 1996 Plan adopted from time to time, and the decisions and determinations of the Committee made from time to time. |
(b) | Certain Restrictions. Until RSUs have become vested in accordance with Section 2(e), RSUs shall be subject to a risk of forfeiture as provided in the 1996 Plan and this document. Until such time as each RSU has become settled by delivery of a share in accordance with Section 3, such RSU will be nontransferable, as provided in the 1996 Plan and Section 2(d). Participant is subject to the VF Code of Business Conduct and related policies on insider trading restricting Participant’s ability to sell shares of the Company’s Common Stock received in settlement of RSUs, which may include “blackout” periods during which Participant may not engage in such sales. |
(a) | Nature of RSUs. Each RSU represents a conditional right of Participant to receive, and a conditional obligation of the Company to deliver, one share of the Company’s Common Stock at the times specified hereunder and subject to the terms and conditions of the 1996 Plan and this document. Each RSU constitutes an award under Article VIII of the 1996 Plan (including Section 8.6 thereof), representing a bookkeeping unit which is an arbitrary accounting measure created and used solely for purposes of the 1996 Plan and this Agreement. RSUs do not represent ownership rights in the Company, shares of Common Stock, or any asset of the Company. |
(b) | Account. An account will be maintained for Participant for purposes of this Award, to which the total number of RSUs granted and any RSUs resulting under Section 2(c) shall be credited. |
(c) | Dividend Equivalents and Adjustments. Dividend equivalents shall be paid or credited on RSUs as follows; provided, however, that the Committee may vary the manner and terms of crediting dividend equivalents, for administrative convenience or any other reason, provided that the Committee determines that any alternative manner and terms result in equitable treatment of Participant: |
(i) | Regular Cash Dividends.Each RSU will carry with it the right to crediting of an amount equal to dividends and distributions paid on a share of Common Stock (“dividend equivalents”), which amounts will be deemed reinvested in additional RSUs, at the Fair Market Value of Common Stock at the dividend payment 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 Participant's 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 Participant's 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) | Risk of Forfeiture and Settlement of Dividend Equivalents and RSUs Resulting from Dividend Equivalents and Adjustments. Rights to dividend equivalents and RSUs which directly or indirectly result from dividend equivalents on or adjustments to an RSU shall be subject to the same risk of forfeiture as applies to the granted RSU and will be settled at the same time as the granted RSU. |
(d) | Non-Transferability. Unless otherwise determined by the Committee, neither Participant nor any beneficiary shall have the right to, directly or indirectly, alienate, assign, transfer, pledge, anticipate, or encumber (except by reason of death) any RSU, Account or Account balance, or other right hereunder, nor shall any such RSU, Account or Account balance, or other right be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of Participant or any beneficiary, or to the debts, contracts, liabilities, engagements, or torts of Participant or any beneficiary or transfer by operation of law in the event of bankruptcy or insolvency of Participant or any beneficiary, or any legal process. |
(e) | Vesting and Forfeiture. The “Stated Vesting Date” of the RSUs will be as follows: 100% of the RSUs will have a Stated Vesting Date of [Cliff Vesting Date], except as otherwise provided herein, if the Participant continues to be an employee of the Company or any of its subsidiaries or affiliates through the applicable Stated Vesting Date. |
(i) | If Termination of Employment is an involuntary separation by the Company not for Cause, a Pro Rata Portion (as defined below) of the RSUs shall vest immediately (but will not include any time during which Participant receives Severance Pay), with any unvested RSUs in excess of such Pro Rata Portion canceled and forfeited. |
(ii) | If Termination of Employment is due to Participant’s death or Disability (as defined below), the RSUs shall immediately vest in full, without pro ration. |
(f) | Clawback. The RSUs are subject to the Corporation’s Forfeiture Policy for Equity and Incentive Awards in the Event of Restatement of Financial Results as in effect at the date of this Grant. Such Policy imposes conditions that may result in forfeiture of the RSUs or the proceeds to you resulting from the RSUs (a so-called “clawback”) in certain circumstances if the Corporation’s financial statements are required to be restated as a result of misconduct. |
(g) | Certain Definitions. The following definitions apply for purposes of this Agreement: |
(i) | "Disability" means (A), if Participant has an Employment Agreement defining "Disability," the definition under such Employment Agreement, or (B), if Participant has no Employment Agreement defining "Disability," Participant's incapacity due to physical or mental illness resulting in Participant's absence from his or her duties with the Company or any of its subsidiaries or affiliates on a full-time basis for 26 consecutive weeks, and, within 30 days after written notice of termination has been given by the Company, Participant has not returned to the full-time performance of his or her duties. |
(ii) | "Pro Rata Portion" means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant's Termination of Employment, not including any severance payment period for involuntary separation, and the denominator of which is the number of days from the Grant Date to the applicable Stated Vesting Date. |
(iii) | "Termination of Employment" means Participant's termination of employment with the Company or any of its subsidiaries or affiliates in circumstances in which, immediately thereafter, Participant is not employed by the Company or any of its subsidiaries or affiliates. Service as a non-employee director shall not be treated as employment for purposes of this Agreement. |
(a) | Settlement Date. Vested RSUs will be settled by delivery of one share of Common Stock for each RSU, together with dividend equivalent amounts payable under Section 2(c). Such settlement will occur within 15 business days after the date on which the RSUs become vested (including any accelerated vesting under Section 2(e)). Delivery of shares in settlement of RSUs will take place as promptly as practicable after the settlement date (but not later than 15 business days after the designated settlement date). In the event of Participant’s death or Disability, the certificates representing shares of vested RSUs shall be delivered on or before the 60th day following the Termination of Employment due to death or Disability. |
(b) | Certain Limitations to Ensure Compliance with Code Section 409A. For purposes of this Agreement, references to a term or event (including any authority or right of the Company or Participant) being "permitted" under Section 409A of the Internal Revenue Code (the “Code”) mean that the term or event will not cause Participant to be liable for payment of interest or a tax penalty under Section 409A. The provisions of the 1996 Plan and other provisions of this Agreement notwithstanding, the terms of the RSUs, including any authority of the Company and rights of Participant, shall be limited to those terms permitted under Section 409A, and any terms not permitted under Section 409A shall be automatically modified and limited to the extent necessary to conform with Section 409A. For this purpose, the Company shall have no authority to accelerate distributions relating to RSUs in excess of the authority permitted under Section 409A, and, if the timing of any distribution in settlement of RSUs would result in Participant's constructive receipt of income relating to the RSUs prior to such distribution, the date of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt (thus, for example, if RSUs were deemed to be a deferral of compensation under Code Section 409A, any distribution in settlement of RSUs subject to Section 409A(a)(2)(A)(i) (separation from service) would be triggered only by a “separation from service” under Treasury Regulation Section 1.409A-1(h) and, if the Participant were a “specified employee” under Treasury Regulation Section 1.409A-1(i), such distribution would be delayed until six months after such separation from service other than due to death). |
(c) | Delivery of Common Stock. Whenever Common Stock is to be delivered hereunder, the Company shall deliver to Participant or Participant’s Beneficiary one or more certificates representing the shares of Common Stock, registered in the name of Participant, the Beneficiary, or in such other form of registration as instructed by Participant, except that the Company may provide for alternative methods of delivery for administrative convenience. The obligation of the |
(a) | Binding Effect; Written Amendments. The terms and conditions set forth in this document shall be binding upon the heirs, executors, administrators and successors of the parties. The Award Certificate and this document constitute the entire agreement between the parties with respect to the RSUs and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this document which may impose any additional obligation upon the Company or materially impair the rights of Participant with respect to the RSUs shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and, if Participant’s rights are materially impaired thereby, by Participant. |
(b) | No Promise of Employment. The RSUs and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Participant has a right to continue as an officer, employee or director of the Company or its subsidiaries for any period of time, or at any particular rate of compensation. |
(c) | Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws (but not the law of conflicts of laws) of the State of North Carolina and applicable federal law. |
(d) | Unfunded Obligations. The grant of the RSUs and any provision for distribution in settlement of Participant's Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Participant any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Participant. With respect to Participant's entitlement to any distribution hereunder, Participant shall be a general creditor of the Company. |
(e) | Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Vice President-Human Resources, and any notice to Participant shall be addressed to Participant at Participant’s address as then appearing in the records of the Company. |
(f) | Shareholder Rights. Participant and any beneficiary shall not have any rights with respect to shares (including voting rights) covered by this Agreement prior to the settlement and distribution of the shares as specified herein. |
(g) | Voluntary Participation. Participant’s participation in the Plan is voluntary. The value of the RSUs is an extraordinary item of compensation. As such, the RSUs are not part of normal or expected compensation for purposes of calculating any severance, change in control payments, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. |
(a) | Grant of RSUs Under 1996 Plan. Participant has been granted the Restricted Stock Units (“RSUs”) specified in the Award Certificate under VF Corporation’s (the “Company’s”) 1996 Plan, copies of which have been provided to Participant. All of the terms, conditions, and other provisions of the 1996 Plan are hereby incorporated by reference into this document. Capitalized terms used in this document but not defined herein shall have the same meanings as in the 1996 Plan. If there is any conflict between the provisions of this document and the mandatory provisions of the 1996 Plan, the provisions of the 1996 Plan shall govern. By accepting the grant of the RSUs, Participant agrees to be bound by all of the terms and provisions of the 1996 Plan (as presently in effect or later amended), the rules and regula-tions under the 1996 Plan adopted from time to time, and the decisions and determinations of the Committee made from time to time. |
(b) | Certain Restrictions. Until RSUs have become vested in accordance with Section 2(e), RSUs shall be subject to a risk of forfeiture as provided in the 1996 Plan and this document. Until such time as each RSU has become settled by delivery of a share in accordance with Section 3, such RSU will be nontransferable, as provided in the 1996 Plan and Section 2(d). Participant is subject to the VF Code of Business Conduct and related policies on insider trading restricting Participant’s ability to sell shares of the Company’s Common Stock received in settlement of RSUs, which may include “blackout” periods during which Participant may not engage in such sales. |
(a) | Nature of RSUs. Each RSU represents a conditional right of Participant to receive, and a conditional obligation of the Company to deliver, one share of the Company’s Common Stock at the times specified hereunder and subject to the terms and conditions of the 1996 Plan and this document. Each RSU constitutes an award under Article VIII of the 1996 Plan (including Section 8.6 thereof), representing a bookkeeping unit which is an arbitrary accounting measure created and used solely for purposes of the 1996 Plan and this Agreement. RSUs do not represent ownership rights in the Company, shares of Common Stock, or any asset of the Company. |
(b) | Account. An account will be maintained for Participant for purposes of this Award, to which the total number of RSUs granted and any RSUs resulting under Section 2(c) shall be credited. |
(c) | Dividend Equivalents and Adjustments. Dividend equivalents shall be paid or credited on RSUs as follows; provided, however, that the Committee may vary the manner and terms of crediting dividend equivalents, for administrative convenience or any other reason, provided that the Committee determines that any alternative manner and terms result in equitable treatment of Participant: |
(i) | Regular Cash Dividends. Each RSU will carry with it the right to crediting of an amount equal to dividends and distributions paid on a share of Common Stock (“dividend equivalents”), which amounts will be deemed reinvested in additional RSUs, at the Fair Market Value of Common Stock at the dividend payment 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, |
(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 Participant's 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) | Risk of Forfeiture and Settlement of Dividend Equivalents and RSUs Resulting from Dividend Equivalents and Adjustments. Rights to dividend equivalents and RSUs which directly or indirectly result from dividend equivalents on or adjustments to an RSU shall be subject to the same risk of forfeiture as applies to the granted RSU and will be settled at the same time as the granted RSU. |
(d) | Non-Transferability. Unless otherwise determined by the Committee, neither Participant nor any beneficiary shall have the right to, directly or indirectly, alienate, assign, transfer, pledge, anticipate, or encumber (except by reason of death) any RSU, Account or Account balance, or other right hereunder, nor shall any such RSU, Account or Account balance, or other right be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of Participant or any beneficiary, or to the debts, contracts, liabilities, engagements, or torts of Participant or any beneficiary or transfer by operation of law in the event of bankruptcy or insolvency of Participant or any beneficiary, or any legal process. |
(e) | Vesting and Forfeiture. The “Stated Vesting Date” of the RSUs will be as follows: 50% of the RSUs (rounded up to the nearest whole unit) will have a Stated Vesting Date on the second anniversary of the Grant Date and 50% of the RSUs (rounded down to the nearest whole unit) will have a Stated Vesting Date on the fourth anniversary of the Grant Date , except as otherwise provided herein, if the Participant continues to be an employee of the Company or any of its subsidiaries or affiliates through the applicable Stated Vesting Date. |
(i) | If Termination of Employment is an involuntary separation by the Company not for Cause, a Pro Rata Portion (as defined below) of the RSUs, less any previously vested units, shall vest immediately (but will not include any time during which Participant receives Severance Pay), with any unvested RSUs in excess of such Pro Rata Portion canceled and forfeited. |
(ii) | If Termination of Employment is due to Participant’s death or Disability (as defined below), the RSUs shall immediately vest in full, without pro ration. |
(f) | Clawback. The RSUs are subject to the Corporation’s Forfeiture Policy for Equity and Incentive Awards in the Event of Restatement of Financial Results as in effect at the date of this Grant. Such Policy imposes conditions that may result in forfeiture of the RSUs or the proceeds to you resulting from the RSUs (a so-called “clawback”) in certain circumstances if the Corporation’s financial statements are required to be restated as a result of misconduct. |
(g) | Certain Definitions. The following definitions apply for purposes of this Agreement: |
(i) | "Disability" means (A), if Participant has an Employment Agreement defining "Disability," the definition under such Employment Agreement, or (B), if Participant has no Employment Agreement defining "Disability," Participant's incapacity due to physical or mental illness resulting in Participant's absence from his or her duties with the Company or any of its subsidiaries or affiliates on a full-time basis for 26 consecutive weeks, and, within 30 days after written notice of termination has been given by the Company, Participant has not returned to the full-time performance of his or her duties. |
(ii) | "Pro Rata Portion" means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant's Termination of Employment, not including any severance payment period for involuntary separation, and the denominator of which is the number of days from the Grant Date to the final Stated Vesting Date. |
(iii) | "Termination of Employment" means Participant's termination of employment with the Company or any of its subsidiaries or affiliates in circumstances in which, immediately thereafter, Participant is not employed by the Company or any of its subsidiaries or affiliates. Service as a non-employee director shall not be treated as employment for purposes of this Agreement. |
(a) | Settlement Date. Vested RSUs will be settled by delivery of one share of Common Stock for each RSU, together with dividend equivalent amounts payable under Section 2(c). Such settlement will occur within 15 business days after the date on which the RSUs become vested (including any accelerated vesting under Section 2(e)). Delivery of shares in settlement of RSUs will take place as promptly as practicable after the settlement date (but not later than 15 business days after the designated settlement date). In the event of Participant’s death or Disability, the certificates representing shares of vested RSUs shall be delivered on or before the 60th day following the Termination of Employment due to death or Disability. |
(b) | Certain Limitations to Ensure Compliance with Code Section 409A. For purposes of this Agreement, references to a term or event (including any authority or right of the Company or Participant) being "permitted" under Section 409A of the Internal Revenue Code (the “Code”) mean that the term or event will not cause Participant to be liable for payment of interest or a tax penalty under Section 409A. The provisions of the 1996 Plan and other provisions of this Agreement notwithstanding, the terms of the RSUs, including any authority of the Company and rights of Participant, shall be limited to those terms permitted under Section 409A, and any terms not permitted under Section 409A shall be automatically modified and limited to the extent necessary to conform with Section 409A. For this purpose, the Company shall have no authority to accelerate distributions relating to RSUs in excess of the authority permitted under Section 409A, and, if the timing of any distribution in settlement of RSUs would result in Participant's constructive receipt of income relating to the RSUs prior to such distribution, the date of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt (thus, for example, if RSUs were deemed to be a deferral of compensation under Code Section 409A, any distribution in settlement of RSUs subject to Section 409A(a)(2)(A)(i) (separation from service) would be triggered only by a “separation from service” under Treasury Regulation Section 1.409A-1(h) and, if the Participant were a “specified employee” under Treasury Regulation Section 1.409A-1(i), such distribution would be delayed until six months after such separation from service other than due to death). |
(c) | Delivery of Common Stock. Whenever Common Stock is to be delivered hereunder, the Company shall deliver to Participant or Participant’s Beneficiary one or more certificates representing the shares of Common Stock, registered in the name of Participant, the Beneficiary, or in such other form of registration as instructed by Participant, except that the Company may provide for alternative methods of delivery for administrative convenience. The obligation of the Company to deliver Common Stock hereunder is conditioned upon compliance by Participant and by the Company with all applicable federal and state securities and other laws and regulations. The Company may determine the manner in |
(a) | Binding Effect; Written Amendments. The terms and conditions set forth in this document shall be binding upon the heirs, executors, administrators and successors of the parties. The Award Certificate and this document constitute the entire agreement between the parties with respect to the RSUs and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this document which may impose any additional obligation upon the Company or materially impair the rights of Participant with respect to the RSUs shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and, if Participant’s rights are materially impaired thereby, by Participant. |
(b) | No Promise of Employment. The RSUs and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Participant has a right to continue as an officer, employee or director of the Company or its subsidiaries for any period of time, or at any particular rate of compensation. |
(c) | Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws (but not the law of conflicts of laws) of the State of North Carolina and applicable federal law. |
(d) | Unfunded Obligations. The grant of the RSUs and any provision for distribution in settlement of Participant's Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Participant any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Participant. With respect to Participant's entitlement to any distribution hereunder, Participant shall be a general creditor of the Company. |
(e) | Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Vice President-Human Resources, and any notice to Participant shall be addressed to Participant at Participant’s address as then appearing in the records of the Company. |
(f) | Shareholder Rights. Participant and any beneficiary shall not have any rights with respect to shares (including voting rights) covered by this Agreement prior to the settlement and distribution of the shares as specified herein. |
(g) | Voluntary Participation. Participant’s participation in the Plan is voluntary. The value of the RSUs is an extraordinary item of compensation. As such, the RSUs are not part of normal or expected compensation for purposes of calculating any severance, change in control payments, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. |
(a) | Grant of Restricted Stock under 1996 Plan. Participant has been granted the shares of restricted common stock (the “Restricted Stock”) specified in the Award Certificate under VF Corporation’s (the “Company’s”) 1996 Plan, copies of which have been provided to Participant. All of the terms, conditions, and other provisions of the 1996 Plan are hereby incorporated by reference into this document. Capitalized terms used in this document but not defined herein shall have the same meanings as in the 1996 Plan. If there is any conflict between the provisions of this document and the mandatory provisions of the 1996 Plan, the provisions of the 1996 Plan shall govern. By accepting the grant of the Restricted Stock, Participant agrees to be bound by all of the terms and provisions of the 1996 Plan (as presently in effect or later amended), the rules and regula-tions under the 1996 Plan adopted from time to time, and the decisions and determinations of the Committee made from time to time. The Restricted Stock shall be issued promptly hereafter in Participant’s name (and in any event within 30 days after the date of grant) but shall be subject to all provisions of this Award Certificate. |
(b) | Certain Restrictions. One or more stock certificates evidencing the Restricted Stock shall be issued in the name of Participant but shall be held and retained by the Company until the restrictions set forth herein shall have lapsed. All such stock certificates shall bear the following legend: |
(c) | Dividends and Adjustments. Participant shall be entitled to receive with respect to the Restricted Stock all dividends and distributions payable on Common Stock (including for this purpose any forward stock split) if and to the extent that he is the record owner of such Restricted Stock on any record date for such a dividend or distribution and he has not forfeited such Restricted Stock on or before the payment date for such dividend or distribution, subject to the following terms and conditions: |
(i) | Regular Cash Dividends. All cash dividends and distributions payable with respect to the Restricted Stock shall be retained by the Company and reinvested in additional shares of Common Stock to be issued in the name of Participant. Such reinvestment shall occur on the dividend payment date or under a procedure that matches reinvestment of dividends under a dividend reinvestment plan maintained by the Company and open to the participation of shareholders generally. |
(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 Common Stock issued or delivered as such dividend or distribution or resulting from such stock split will be deemed to be additional Restricted 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 Company shall retain any such dividend or distribution and the Committee shall adjust the number of shares of Restricted Stock in a manner that will prevent dilution or enlargement of Participant’s rights with respect to the Restricted Stock, in an equitable manner determined by the Committee. In addition, the Committee may vary the treatment of any dividend or distribution as specified under Section 1(c) (i), (ii) or (iii), in its discretion. |
(iv) | Risk of Forfeiture of Restricted Stock Resulting from Dividends and Adjustments. Shares of Restricted Stock or other property that directly or indirectly result from dividends or distributions on or adjustments to a share of Restricted Stock shall be subject to the same risk of forfeiture as applies to the granted Restricted Stock. |
(v) | Fractional Shares. No fractional shares shall be issued under this Agreement. The Company will determine how to treat any fractional share or amounts that would be deemed invested in a fractional share hereunder. |
(d) | Non-Transferability. Until the Restricted Stock has become vested, neither Participant nor any beneficiary shall have the right to, directly or indirectly, donate, sell, alienate, assign, transfer, pledge, anticipate, or encumber (except by reason of death) any shares of Restricted Stock, nor shall any such shares of Restricted Stock be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of Participant or any beneficiary, or to the debts, contracts, liabilities, engagements, or torts of Participant or any beneficiary or transfer by operation of law in the event of bankruptcy or insolvency of Participant or any beneficiary, or any legal process. |
(e) | Vesting and Forfeiture. The Restricted Stock will vest as follows: 100% of the Restricted Stock will vest on [Cliff Vesting Date] (such vesting date being a “Stated Vesting Date”), except as otherwise provided herein, if the Participant continues to be an employee of the Company or any of its subsidiaries or affiliates through the applicable Stated Vesting Date. If the foregoing condition is met and shares of Restricted Stock become vested, all restrictions on such vested Restricted Stock shall lapse and all shares of Common Stock representing the vested Restricted Stock shall be delivered to Participant free of restrictions. Except to the extent set forth in this Paragraph 1(e), upon Participant's Termination of Employment prior to an applicable Stated Vesting Date, all unvested Restricted Stock shall be canceled and forfeited and Participant shall have no further rights hereunder. |
(i) | If Termination of Employment is an involuntary separation by the Company not for Cause, a Pro Rata Portion (as defined below) of the Restricted Stock shall vest immediately (but will not include any time during which Participant receives Severance Pay), with any unvested Restricted Stock in excess of such Pro Rata Portion canceled and forfeited. |
(ii) | If Termination of Employment is due to a Participant’s death or Disability (as defined below), a Pro Rata Portion (as defined below) of Participant’s Restricted Stock shall vest immediately, with any shares of unvested Restricted Stock in excess of such Pro Rata Portion canceled and forfeited. |
(f) | Certain Definitions. The following definitions apply for purposes of this Agreement: |
(i) | "Cause" means (i), if the Participant has an Employment Agreement defining "Cause," the definition under such Employment Agreement, or (ii), if the Participant has no Employment Agreement defining "Cause," the Participant's gross misconduct, meaning (A) the Participant's willful and continued refusal substantially to perform his or her duties with the Company (other than any such refusal resulting from his or her incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Participant by the Board of Directors which specifically identifies the manner in which the Board believes that the Participant has refused to perform his or her duties, or (B) the willful engaging by the Participant in gross misconduct materially and demonstrably injurious to the Company. For purposes of this definition, no act or failure to act on the Participant's part shall be considered "willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company. |
(ii) | "Disability" means (A), if Participant has an Employment Agreement defining "Disability," the definition under such Employment Agreement, or (B), if Participant has no Employment Agreement defining "Disability," Participant's incapacity due to physical or mental illness resulting in Participant's absence from his or her duties with the Company on a full-time basis for 26 consecutive weeks, and, within 30 days after written notice of termination has been given by the Company, Participant has not returned to the full-time performance of his or her duties. |
(iii) | "Pro Rata Portion" means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant's Termination of Employment, not including any severance payment period for involuntary separation, and the denominator of which is the number of days from the Grant Date to the Stated Vesting Date. |
(iv) | "Termination of Employment" means termination of Participant's employment with the Company or any of its subsidiaries or affiliates in circumstances in which, immediately thereafter, Participant is not employed by the Company or any of its subsidiaries or affiliates. Service as a non-employee director shall not be treated as employment for purposes of this Agreement. |
(g) | Compliance with Code Section 409A. The Restricted Stock is intended to be exempt from Section 409A of the Internal Revenue Code. The Participant will be subject to federal income taxation no later than the Stated Vesting Date, regardless of any delay in delivery of the share certificate thereafter. |
(a) | If Participant properly elects, within 30 days after the Grant Date, to include in gross income for federal income tax purposes an amount equal to the fair market value (as of the Grant Date) of the Restricted Stock, Participant shall make arrangements at the time of such election satisfactory to the Committee to pay to the Company on a timely basis any federal, state or local income taxes required to be withheld with respect to such shares. If Participant shall fail to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. |
(b) | If Participant does not make the election described in Paragraph 2(a) above, Participant shall, no later than the date as of which the restrictions referred to in Paragraph 1(e) hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Company for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock, and the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. Unless, at least 90 days before the applicable Stated Vesting Date or any earlier applicable vesting date, Participant has made separate arrangements satisfactory to the Company for the payment such mandatory withholding taxes, the Company will withhold from the shares to be delivered upon vesting the number of whole shares having a Fair Market Value equal to the amount of such mandatory withholding taxes, rounded to the nearest whole share. |
(a) | Binding Effect; Written Amendments. The terms and conditions set forth in this document shall be binding upon the heirs, executors, administrators and successors of the parties. The Award Certificate and this document constitute the entire agreement between the parties with respect to the Restricted Stock and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this document which may impose any additional obligation upon the Company or materially impair the rights of Participant with respect to the Restricted Stock shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and, if Participant’s rights are materially impaired thereby, by Participant. |
(b) | No Promise of Employment. The Restricted Stock and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Participant has a right to continue as an officer, employee or director of the Company or its subsidiaries for any period of time, or at any particular rate of compensation. |
(c) | Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws (but not the law of conflicts of laws) of the State of North Carolina, and applicable federal law. |
(d) | Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Vice President -- Human Resources, and any notice to Participant shall be addressed to Participant at Participant’s address as then appearing in the records of the Company. |
(e) | Shareholder Rights. Except as otherwise provided in this Agreement, Participant shall have, with respect to all shares of Restricted Stock, all the rights of a shareholder of the Company, including the right to vote the Restricted Stock. |
(f) | Voluntary Participation. Participant’s participation in the Plan is voluntary. The value of the Restricted Stock is an extraordinary item of compensation. As such, the Restricted Stock is not part of normal or expected compensation for purposes of calculating any severance, change in control payments, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. |
(a) | Grant of Restricted Stock under 1996 Plan. Participant has been granted the shares of restricted common stock (the “Restricted Stock”) specified in the Award Certificate under VF Corporation’s (the “Company’s”) 1996 Plan, copies of which have been provided to Participant. All of the terms, conditions, and other provisions of the 1996 Plan are hereby incorporated by reference into this document. Capitalized terms used in this document but not defined herein shall have the same meanings as in the 1996 Plan. If there is any conflict between the provisions of this document and the mandatory provisions of the 1996 Plan, the provisions of the 1996 Plan shall govern. By accepting the grant of the Restricted Stock, Participant agrees to be bound by all of the terms and provisions of the 1996 Plan (as presently in effect or later amended), the rules and regula-tions under the 1996 Plan adopted from time to time, and the decisions and determinations of the Committee made from time to time. The Restricted Stock shall be issued promptly hereafter in Participant’s name (and in any event within 30 days after the date of grant) but shall be subject to all provisions of this Award Certificate. |
(b) | Certain Restrictions. One or more stock certificates evidencing the Restricted Stock shall be issued in the name of Participant but shall be held and retained by the Company until the restrictions set forth herein shall have lapsed. All such stock certificates shall bear the following legend: |
(c) | Dividends and Adjustments. Participant shall be entitled to receive with respect to the Restricted Stock all dividends and distributions payable on Common Stock (including for this purpose any forward stock split) if and to the extent that he is the record owner of such Restricted Stock on any record date for such a dividend or distribution and he has not forfeited such Restricted Stock on or before the payment date for such dividend or distribution, subject to the following terms and conditions: |
(i) | Regular Cash Dividends. All cash dividends and distributions payable with respect to the Restricted Stock shall be retained by the Company and reinvested in additional shares of Common Stock to be issued in the name of Participant. Such reinvestment shall occur on the dividend payment date or under a procedure that matches reinvestment of dividends under a dividend reinvestment plan maintained by the Company and open to the participation of shareholders generally. |
(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 Common Stock issued or delivered as such dividend or distribution or resulting from such stock split will be deemed to be additional Restricted 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 Company shall retain any such dividend or distribution and the Committee shall adjust the number of shares of Restricted Stock in a manner that will prevent dilution or enlargement of Participant’s rights with respect to the Restricted Stock, in an equitable manner determined by the Committee. In addition, the Committee may vary the treatment of any dividend or distribution as specified under Section 1(c) (i), (ii) or (iii), in its discretion. |
(iv) | Risk of Forfeiture of Restricted Stock Resulting from Dividends and Adjustments. Shares of Restricted Stock or other property that directly or indirectly result from dividends or distributions on or adjustments to a share of Restricted Stock shall be subject to the same risk of forfeiture as applies to the granted Restricted Stock. |
(v) | Fractional Shares. No fractional shares shall be issued under this Agreement. The Company will determine how to treat any fractional share or amounts that would be deemed invested in a fractional share hereunder. |
(d) | Non-Transferability. Until the Restricted Stock has become vested, neither Participant nor any beneficiary shall have the right to, directly or indirectly, donate, sell, alienate, assign, transfer, pledge, anticipate, or encumber (except by reason of death) any shares of Restricted Stock, nor shall any such shares of Restricted Stock be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of Participant or any beneficiary, or to the debts, contracts, liabilities, engagements, or torts of Participant or any beneficiary or transfer by operation of law in the event of bankruptcy or insolvency of Participant or any beneficiary, or any legal process. |
(e) | Vesting and Forfeiture. The Restricted Stock will vest as follows: 50% of the Restricted Stock will vest on the second anniversary of the Grant Date, and 50% of the Restricted Stock will vest on the fourth anniversary of the Grant Date (each such vesting date being a “Stated Vesting Date”), except as otherwise provided herein, if the Participant continues to be an employee of the Company or any of its subsidiaries or affiliates through the applicable Stated Vesting Date. If the foregoing condition is met and shares of Restricted Stock become vested, all restrictions on such vested Restricted Stock shall lapse and all shares of Common Stock representing the vested Restricted Stock shall be delivered to Participant free of restrictions. Except to the extent set forth in this Paragraph 1(e), upon Participant's Termination of Employment prior to an applicable Stated Vesting Date, all unvested Restricted Stock shall be canceled and forfeited and Participant shall have no further rights hereunder. |
(i) | If Termination of Employment is an involuntary separation by the Company not for Cause, a Pro Rata Portion (as defined below) of the Restricted Stock, less any previously vested shares, shall vest immediately (but will not include any time during which Participant receives Severance Pay), with any unvested Restricted Stock in excess of such Pro Rata Portion canceled and forfeited. |
(ii) | If Termination of Employment is due to a Participant’s death or Disability (as defined below), a Pro Rata Portion (as defined below) of Participant’s Restricted Stock shall vest immediately, with any shares of unvested Restricted Stock in excess of such Pro Rata Portion canceled and forfeited. |
(f) | Certain Definitions. The following definitions apply for purposes of this Agreement: |
(i) | "Cause" means (i), if the Participant has an Employment Agreement defining "Cause," the definition under such Employment Agreement, or (ii), if the Participant has no Employment Agreement defining "Cause," the Participant's gross misconduct, meaning (A) the Participant's willful and continued refusal substantially to perform his or her duties with the Company (other than any such refusal resulting from his or her incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Participant by the Board of Directors which specifically identifies the manner in which the Board believes that the Participant has refused to perform his or her duties, or (B) the willful engaging by the Participant in gross misconduct materially and demonstrably injurious to the Company. For purposes of this definition, no act or failure to act on the Participant's part shall be considered "willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company. |
(ii) | "Disability" means (A), if Participant has an Employment Agreement defining "Disability," the definition under such Employment Agreement, or (B), if Participant has no Employment Agreement defining "Disability," Participant's incapacity due to physical or mental illness resulting in Participant's absence from his or her duties with the Company on a full-time basis for 26 consecutive weeks, and, within 30 days after written notice of termination has been given by the Company, Participant has not returned to the full-time performance of his or her duties. |
(iii) | "Pro Rata Portion" means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant's Termination of Employment, not including any severance payment period for involuntary separation, and the denominator of which is the number of days from the Grant Date to the final Stated Vesting Date. |
(iv) | "Termination of Employment" means termination of Participant's employment with the Company or any of its subsidiaries or affiliates in circumstances in which, immediately thereafter, Participant is not employed by the Company or any of its subsidiaries or affiliates. Service as a non-employee director shall not be treated as employment for purposes of this Agreement. |
(g) | Compliance with Code Section 409A. The Restricted Stock is intended to be exempt from Section 409A of the Internal Revenue Code. The Participant will be subject to federal income taxation no later than the Stated Vesting Date, regardless of any delay in delivery of the share certificate thereafter. |
(a) | If Participant properly elects, within 30 days after the Grant Date, to include in gross income for federal income tax purposes an amount equal to the fair market value (as of the Grant Date) of the Restricted Stock, Participant shall make arrangements at the time of such election satisfactory to the Committee to pay to the Company on a timely basis any federal, state or local income taxes required to be withheld with respect to such shares. If Participant shall fail to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. |
(b) | If Participant does not make the election described in Paragraph 2(a) above, Participant shall, no later than the date as of which the restrictions referred to in Paragraph 1(e) hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Company for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock, and the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. Unless, at least 90 days before the applicable Stated Vesting Date or any earlier applicable vesting date, Participant has made separate arrangements satisfactory to the Company for the payment such mandatory withholding taxes, the Company will withhold from the shares to be delivered upon vesting the number of whole shares having a Fair Market Value equal to the amount of such mandatory withholding taxes, rounded to the nearest whole share. |
(a) | Binding Effect; Written Amendments. The terms and conditions set forth in this document shall be binding upon the heirs, executors, administrators and successors of the parties. The Award Certificate and this document constitute the entire agreement between the parties with respect to the Restricted Stock and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this document which may impose any additional obligation upon the Company or materially impair the rights of Participant with respect to the Restricted Stock shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and, if Participant’s rights are materially impaired thereby, by Participant. |
(b) | No Promise of Employment. The Restricted Stock and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Participant has a right to continue as an officer, employee or director of the Company or its subsidiaries for any period of time, or at any particular rate of compensation. |
(c) | Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws (but not the law of conflicts of laws) of the State of North Carolina, and applicable federal law. |
(d) | Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Vice President -- Human Resources, and any notice to Participant shall be addressed to Participant at Participant’s address as then appearing in the records of the Company. |
(e) | Shareholder Rights. Except as otherwise provided in this Agreement, Participant shall have, with respect to all shares of Restricted Stock, all the rights of a shareholder of the Company, including the right to vote the Restricted Stock. |
(f) | Voluntary Participation. Participant’s participation in the Plan is voluntary. The value of the Restricted Stock is an extraordinary item of compensation. As such, the Restricted Stock is not part of normal or expected compensation for purposes of calculating any severance, change in control payments, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. |
Entity Name | Jurisdiction |
530 Park Ave 10-F, LLC | Delaware |
530 Park Ave 14-H, LLC | Delaware |
Administradora Mexicana de Servicios S de RL de CV | Mexico |
Adminstradora WD Honduras S.A. | Honduras |
ALL'CROWN SA | Argentina |
Altra LLC | Utah |
Arsenal Fashion Espana SL | Spain |
BEYKO KONFEKSIYON IC VE DIS TICARET LTD SIRKE | Turkey |
C.C.R.L., LLC | California |
Corporacion Distribiduidora de Dickies S de RL de CV | Mexico |
CUTLER DE MEXICO SA | Mexico |
Dickies de Honduras SA de CV | Honduras |
Dickies de Parras S de RL de CV | Mexico |
DSI Enterprises, LLC | Delaware |
EAGLE CREEK EUROPE LIMITED | Ireland |
Eagle Creek, Inc. | California |
GREENSPORT MONTE BIANCO | Italy |
VF Management Services S.r.l. (FKA GS HOLDING SRL) | Italy |
Icebreaker Apparel LLC | Delaware |
Icebreaker Australia Pty | Australia |
Icebreaker Australia Retail Pty | Australia |
Icebreaker Czech Republic | Czech Republic |
Icebreaker Europe Limited | New Zealand |
Icebreaker France Sarl | France |
Icebreaker Holdings Limited | New Zealand |
Icebreaker Licensing LLC | Delaware |
Icebreaker Limited | New Zealand |
Icebreaker Merino Clothing Europe Ltd. | New Zealand |
Icebreaker Merino Clothing Inc. | Canada |
Icebreaker New Zealand Limited | New Zealand |
Icebreaker Pure Merino GmbH | Germany |
Icebreaker Switzerland Sarl | Switzerland |
Imagewear Apparel Corp. | Delaware |
Industrial Laundry Services, LLC | Texas |
Industrias Coahuila de Zaragosa S de RL de CV | Mexico |
INVERSIONES INMOBILIARIES AUSTRALES SA | Argentina |
INVERSIONES VF CHILE DOS LTDA | Chile |
INVERSIONES VF CHILE LTDA | Chile |
IW Apparel LLC | Delaware |
IW Holdings, LLC | Delaware |
IW Panama Trading S. de R.L. (FKA VF Sourcing Latin America Sarl) | Panama |
JanSport Apparel Corp. | Delaware |
Entity Name | Jurisdiction |
Kipling Apparel Corp. | Delaware |
Kipling Holdings LLC | Delaware |
Kodiak Group Holdings Co. | Canada |
Lee Bell, Inc. | Delaware |
Lucy Apparel LLC | Delaware |
NII Sales - Texas LLC | Texas |
North East Rig-Out Limited | Scotland |
North Elm Properties LLC | Delaware |
RED KAP DE MEXICO S DE RL DE CV | Mexico |
RKI HONDURAS S de RL | Honduras |
SERVICIOS Y PROMOCIONES TEXTILES LTDA | Chile |
South Cone, Inc | California |
TBL INVESTMENTS HOLDING GMBH | Switzerland |
TBL LICENSING LLC | Delaware |
THE NORTH FACE ITALY SRL | Italy |
The North Face Apparel Corp | Delaware |
THE NORTH FACE SAGL | Switzerland |
THE RECREATIONAL FOOTWEAR CO. | Cayman |
T.I. Venture Group, Inc | Delaware |
TIMBERLAND ASIA LLC | Delaware |
TIMBERLAND EUROPE BV | Netherlands |
TIMBERLAND HK TRADING LTD. | Hong Kong |
TIMBERLAND IDC LTD. | UK |
Timberland International, LLC | Delaware |
TIMBERLAND LUXEMBOURG HOLDING ASIA S.A.R.L. | Luxembourg |
TIMBERLAND UK LTD. | UK |
VANS MADEIRA LDA | Portugal |
VANS SPAIN SL | Spain |
Vans, Inc | Delaware |
Vetements Merino Icebreaker | Canada |
VF (J) FRANCE SAS | France |
VF (J) NEDERLAND BV | Netherlands |
VF (J) NETHERLANDS SERVICES BV | Netherlands |
VF APPAREL PORTUGAL, LDA | Portugal |
VF APPAREL SHENZEN CO LTD | China |
VF ASIA LTD | Hong Kong |
VF ASIA PACIFIC JEANSWEAR LIMITED (fka LEE FAR EAST LTD.) | Hong Kong |
VF ASIA PACIFIC SOURCING HONG KONG BRANCH | Hong Kong |
VF ASIA PACIFIC SOURCING S.A.R.L. | Luxembourg |
VF Asia Sourcing Ltd | Hong Kong |
VF AUSTRIA GMBH | Austria |
VF Belgium BVBA | Belgium |
VF BRANDS MALAYSIA SDN BHD (f/k/a TIMBERLAND LIFESTYLE BRAND MALAYSIA SDA. BHD.) | Malaysia |
VF BRANDS PTE. LTD. (f/k/a TIMBERLAND CO. (ASIA PAC) PTE. LTD.) | Singapore |
VF BRANDS TAIWAN LTD. (f/k/a Timberland Taiwan Ltd.) | Taiwan |
Entity Name | Jurisdiction |
VF CH HOLDINGS GMBH | Switzerland |
VF CH IMAGEWEAR CANADA GMBH | Switzerland |
VF CH MEXICO INVESTMENTS SAGL (FKA VF INTERNATIONAL HOLDINGS LLC) | Switzerland |
VF CHINA LTD. | China |
VF CH-MEX Holdings LLC | Delaware |
VF CIS LLC | Russia |
VF COMERCIALIZADORA LTDA ( F.K.A. VF CHILE SA) | Chile |
VF CZECH SERVICES SRO | Czech Republic |
VF CZECH SRO | Czech Republic |
VF DE ARGENTINA SA | Argentina |
VF Distribution Holdings GmbH | Switzerland |
VF DO BRAZIL LTDA | Brazil |
VF EGE GIYIM SANAYI VE TICARET LIMITED SIRKETI | Turkey |
VF ENTERPRISES S.A.R.L. | Luxembourg |
VF EU Investments LLC | Delaware |
VF EUROPE BVBA | Belgium |
VF GERMANY SERVICES GMBH | Germany |
VF GERMANY TEXTILE-HANDELS GMBH | Germany |
VF GLOBAL INVESTMENTS S.A.R.L. | Luxembourg |
VF HELLAS EPE | Greece |
VF HOLDING SAGL | Switzerland |
VF HOLDINGS MEXICO LLC | Delaware |
VF HONG KONG LIMITED | Hong Kong |
VF HUNGARIA FORGAIMAZASI KFT | Hungary |
VF IB Holdings LLC | Delaware |
VF IMAGEWEAR CANADA CO. | Canada |
VF IMAGEWEAR CH HOLDINGS GMBH | Switzerland |
VF IMAGEWEAR DE MEXICO S DE RL DE CV | Mexico |
VF IMAGEWEAR MAJESTIC (UK) LTD | UK |
VF Imagewear, Inc | Delaware |
VF Intellectual Property Services, Inc | Delaware |
VF INTERNATIONAL HOLDING GmbH | Switzerland |
VF INTERNATIONAL SAGL | Switzerland |
VF INVESTIMENTOS DO BRAZIL LTDA | Brazil |
VF INVESTMENTS ITALY SARL | Luxembourg |
VF INVESTMENTS NETHERLANDS BV | Netherlands |
VF INVESTMENTS SARL | Luxembourg |
VF IP Holdings LLC | Israel |
VF ISRAEL (APPAREL) LTD | Israel |
VF ITALIA SRL | Italy |
VF ITALY Retail SRL | Italy |
VF ITALY SERVICES SRL | Italy |
VF JAPAN KK (f/k/a TIMBERLAND JAPAN INC) | Japan |
VF JEANSWEAR ARGENTINA SRL | Argentina |
VF JEANSWEAR ESPANA SL | Spain |
Entity Name | Jurisdiction |
VF KOREA | South Korea |
VF LSG Holdings, LLC | Delaware |
VF LUXEMBOURG SARL | Luxembourg |
VF NL HOLDINGS CV | Netherlands |
VF NL IMAGEWEAR B.V. | Netherlands |
VF NORTHERN EUROPE LIMITED | UK |
VF NORTHERN EUROPE SERVICES LIMITED | UK |
VF NORWAY AS | Norway |
VF OUTDOOR (CANADA) CO | Canada |
VF Outdoor LLC | Delaware |
VF OUTDOOR MEXICO S DE RL DE CV (fka Vans Latinoamericana) | Mexico |
VF OUTDOOR SERVICES S DE RL DE CV | Mexico |
VF PANAMA SOURCING SERVICES S. DE R.L. | Panama |
VF PARTICIPACOES DO BRASIL LTDA | Brazil |
VF PERU SA | Peru |
VF PLAYWEAR DOMINICANA SA | Dominican Republic |
VF Playwear LLC | Delaware |
VF POLSKA DISTRIBUTION SP ZO O | Poland |
VF Receivables LP | Delaware |
VF Receivables Services LLC | Delaware |
VF SAGEBRUSH ENTERPRISES LLC | Delaware |
VF SALES SAGL | Switzerland |
VF SCANDINAVIA ApS | Denmark |
VF Services, LLC | Delaware |
VF Servicios de Guatemala Srl | Guatemala |
VF SERVICIOS DE HONDURAS SA | Honduras |
VF Servicios de Nicaragua Srl. | Nicaragua |
VF SERVICIOS EL SALVADOR LTDA. DE CV | El Salvador |
VF SHANGHAI LIMITED | China |
VF SHANGHAI SOURCING LIMITED | China |
VF SLOVAKIA SRO | Slovakia |
VF SOURCING THAILAND LTD | Thailand |
VF SOURCING ASIA S.A.R.L | Luxembourg |
VF SOURCING INDIA PRIVATE LIMITED | India |
VF SWEDEN AB | Sweden |
VF TAIWAN LIMITED | Taiwan |
VF TRANSGLOBAL GMBH | Switzerland |
VF Treasury Services LLC | Delaware |
VFSLA Commercial Services, LLC | Delaware |
VFSLA SERVICIOS, S. DE R.L. DE C.V. | Mexico |
Walls Cayman Limited | Cayman |
Walls Holding Company LLC | Delaware |
Walls Industries LLC | Delaware |
W-D APPAREL COMPANY LLC | Delaware |
WD Europe SAS | France |
Entity Name | Jurisdiction |
W-D Licensing, LLC | Delaware |
WD Supply Holding Limited (HK) | Hong Kong |
Williamson Industries Ltd. | Belize |
Williamson-Dickie APAC Holding Company Ltd. | Hong Kong |
Williamson-Dickie Apparel Trading (Shanghai) Ltd. | China |
Williamson-Dickie Canada Co. | Canada |
Williamson-Dickie Europe GmbH | Germany |
Williamson-Dickie Europe Holdings Ltd. | UK |
Williamson-Dickie Europe Ltd. | UK |
Williamson-Dickie HK Holding Company, Ltd. | Hong Kong |
Williamson-Dickie Holding Co-Mexico S de RL de CV | Mexico |
Williamson-Dickie Management (Shanghai) Co, Ltd. | China |
Williamson-Dickie Middle East FZE | UAE |
Workrite Uniform Canada ULC | Canada |
World Jeans VF Asia Ltd | Egypt |
Worldwide Workwear Ltd. | UK |
(1) | Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-32789), which constitutes Post-Effective Amendment No. 9 to Registration Statement on Form S-8 (No. 2-85579), Post-Effective Amendment No. 5 to Registration Statement on Form S-8 (No. 33-26566), Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (No. 33-55014) and Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (No. 33-60569); | |
(2) | Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 033-41241); | |
(3) | Registration Statement on Form S-8 (No. 333-72267); | |
(4) | Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-84193); | |
(5) | Registration Statement on Form S-8 (No. 333-94205); | |
(6) | Registration Statement on Form S-8 (No. 333-67502); | |
(7) | Registration Statement on Form S-8 (No. 333-118547); | |
(8) | Registration Statement on Form S-8 (No. 333-143077); | |
(9) | Registration Statement on Form S-8 (No. 333-166570); | |
(10) | Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-188437), which constitutes Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-59727), Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-138458), Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (No. 333-33621), Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (No. 333-49023), and Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (No. 2-99945); | |
(11) | Registration Statement on Form S-8 (No. 333-188438); | |
(12) | Registration Statement on Form S-8 (No. 333-204098); | |
(13) | Registration Statement on Form S-3ASR (No. 333-223299). |
V.F. CORPORATION | ||||||||
ATTEST: | ||||||||
/s/ Laura C. Meagher | By: | /s/ Steven E. Rendle | ||||||
Laura C. Meagher | Steven E. Rendle | |||||||
Secretary | Chairman of the Board | |||||||
Principal Executive Officer: | Principal Financial Officer: | |||||||
/s/ Steven E. Rendle | /s/ Scott A. Roe | |||||||
Steven E. Rendle | Scott A. Roe | |||||||
President and Chief Executive Officer | Executive Vice President and Chief Financial Officer | |||||||
/s/ Richard T. Carucci | /s/ W. Rodney McMullen | |||||||
Richard T. Carucci, Director | W. Rodney McMullen, Director | |||||||
/s/ Juliana L. Chugg | /s/ Clarence Otis, Jr. | |||||||
Juliana L. Chugg, Director | Clarence Otis, Jr., Director | |||||||
/s/ Benno O. Dorer | /s/ Steven E. Rendle | |||||||
Benno O. Dorer, Director | Steven E. Rendle, Director | |||||||
/s/ Mark S. Hoplamazian | /s/ Carol L. Roberts | |||||||
Mark S. Hoplamazian, Director | Carol L. Roberts, Director | |||||||
/s/ Laura W. Lang | /s/ Matthew J. Shattock | |||||||
Laura W. Lang, Director | Matthew J. Shattock, Director | |||||||
/s/ W. Alan McCollough | /s/ Veronica Wu | |||||||
W. Alan McCollough, Director | Veronica Wu, Director |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
May 27, 2020 | /s/ Steven E. Rendle | |||
Steven E. Rendle | ||||
Chairman, President and Chief Executive Officer (Principal Executive Officer) |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
May 27, 2020 | /s/ Scott A. Roe | |||
Scott A. Roe | ||||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
May 27, 2020 | /s/ Steven E. Rendle | |||
Steven E. Rendle | ||||
Chairman, President and Chief Executive Officer |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
May 27, 2020 | /s/ Scott A. Roe | |||
Scott A. Roe | ||||
Executive Vice President and Chief Financial Officer |
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