Kontoor Brands, Inc.
2023 Annual Report to Shareholders
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2024 ANNUAL REPORT
FUTUREY
FUTURE
TM
Together, we successfully stood
up a profitable company, built
a best-in-class team dedicated
to advancing the Wrangler® and
Lee® brands, and delivered on our
commitment to Total Shareholder
Return (TSR). As one team, we
navigated through challenging times
marked by near-record inflation, a
global pandemic, and significant
supply chain disruptions, all while
adapting to an increasingly dynamic
macro-environment.
Despite the challenges, we have
remained focused on planting
seeds of change and growth
throughout our business. Today,
Kontoor is a smarter, stronger,
and more agile company than ever
before. Through discipline, strategic
investment, and the remarkable
efforts of our global team, we have
fine-tuned our formula for success,
outperforming the competition and
fortifying our business with one
of the strongest balance sheets in
our industry.
The optionality we have created
is fueling the momentum behind
Wrangler and Lee. We continue
to expand into new categories,
channels, and demographics,
outfitting more consumers across
more wear occasions.
Now, we’re taking the next
step in further diversifying
Kontoor’s portfolio of brands with
the announcement that we have
reached a definitive agreement
to acquire the iconic outdoor and
workwear brand Helly Hansen®.
Helly Hansen checks all the boxes
for us. We’re already huge fans of
the brand and its authenticity, their
products, and their story — and
we believe Kontoor is uniquely
positioned to partner with Helly
Hansen to scale and elevate the
business globally. The acquisition
of Helly Hansen is the perfect fit
for our strategy to evolve and
expand our portfolio of brands,
accelerate growth, and deliver long-
term value for our shareholders.
OUR FINANCIAL RESULTS
Our formula for success works.
The proof is in the numbers. In
2024, we continued to increase our
market share and drive increases
in our gross margin, operating
margin, and earnings per share
despite a challenging macroeconomic
environment. Our continued focus
on TSR was evident as we
generated returns in excess of
40 percent for 2024.
KONTOOR BRANDS, INC.
2024 ANNUAL REPORT
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Scott H. Baxter
President, Chief Executive Officer
& Chairman of the Board
As I reflect on
our journey to
becoming a
successful and
growing publicly
traded company,
I feel immense
pride in all we
have built over
the past six
years.
The power of Project Jeanius
lies in its self-funding model.
We are not merely reallocating
resources but structurally creating
investment capacity organically
through business optimization.
This initiative will hasten the pace
of our success by raising our
profitability ceiling and increasing
our investment capacity for
future growth.
We expect a solid return on
investment for every dollar spent
under Project Jeanius. I am
confident that Project Jeanius will
springboard our company into
the future.
CULTIVATING THE FULL
POTENTIAL OF WRANGLER
AND LEE
We kicked off the year by
establishing a true multi-brand
platform to support the Wrangler
and Lee brands. Through strategic
leadership appointments and a
continued optimization of our
back-end processes, we
have simplified our organization,
allowing for increased speed and
efficiency in our decision making.
The performance of our brands
proves we are executing a
strategic playbook that works.
2024 was an incredible year for
the Wrangler brand. We reached
consumers like never before, grew
our direct-to-consumer business,
and marked 11 consecutive
quarters of market share gains in
our largest market. By delivering
FORTIFYING OUR
BALANCE SHEET
Our investments and growth have
been supported by a disciplined
approach to managing capital
and a steadfast commitment to
strategically reinvesting in our
business while maintaining a laser
focus on TSR. Since our spin-off in
2019, we’ve achieved a compounded
annual TSR in the high-teens —
significantly outpacing others in
our peer group.
In 2024, we returned nearly
$200 million to shareholders and
increased our quarterly dividend
by 4 percent. Our $86 million of
share repurchases under our
authorization of up to $300 million
further illustrates our strong capital
allocation optionality and the
robust cashflow of our business.
FACILITATING GROWTH AND
INCREASING PROFITABILITY
THROUGH PROJECT JEANIUS
To maintain our position of
strength, we are going on offense
with Project Jeanius. The global,
company-wide transformation will
further streamline and improve our
organization, facilitate accelerated
growth, and increase profitability.
There is no better time to look
inward and execute this project
than while we have momentum.
Despite the challenges, we have
remained focused on planting seeds
of change and growth throughout
our business. Today, Kontoor is a
smarter, stronger, and more agile
company than ever before.
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KONTOOR BRANDS, INC.
Thank you for being part of this
incredible journey.
Scott H. Baxter
President,
Chief Executive Officer &
Chairman of the Board
incredible product paired with
authentic storytelling, we placed
Wrangler at the center of culture,
providing runway for the brand’s
growth in core, sustainable
expansion into new categories and
diversification of distribution.
For Lee, we continue to build
on the proud legacy that has
established the brand as a global
denim icon for generations. The
hard work we have put into improved
consumer insights and a refreshed
creative vision is providing a clear
path for optimization and growth.
FUELED BY A CULTURE OF
EXCELLENCE
Our achievements over the past
six years are a testament to the
hard work, creativity, and tireless
dedication of our global team.
Through a continued commitment
to investing in our people, we have
built a growth culture — one where
each employee is connected to the
success of Kontoor.
The dedication and resilience of
our global workforce can be seen
in the growing success of our
business. In our core bottoms and
shorts business for both brands,
lives, to our partners who collaborate
with us and are helping to shape
the future of our brands, and to our
shareholders for entrusting us with
their investment. I also want to
acknowledge the partnership of
our Board of Directors.
As we look to the future, I am
excited about the many new
opportunities budding before us
and the promise of them growing
to maturity.
as measured by Circana, we
gained 90 basis points of market
share for the year. We expect to
maintain this momentum into
2025. Our ability to outperform the
market is further proof of our team’s
talent and collective ability to fuel
Wrangler and Lee’s evolution as
global lifestyle brands.
FUTURE-PROOFING
SUCCESS
We have built a winning team
with a winning strategy. Now, we
are fortifying that success for the
years ahead.
I want to thank our global
workforce for working together
to build a rock-solid foundation for
Kontoor Brands. Their dedication
to our business, passion for
Wrangler and Lee, and commitment
to excellence fuels the momentum
behind our business. I remain
deeply grateful to our consumers
and customers around the world
for making our brands part of their
We reached consumers like never
before, grew our direct-to-consumer
business, and marked 11 consecutive
quarters of market share gains in our
largest market.
KONTOOR BRANDS, INC.
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Each day, we harness the resilience
and optimism of the Cowboy Spirit.
We see challenges as opportunities
and pursue new adventures with
energy and optimism. This ethos
helped make 2024 Wrangler’s most
successful year in decades.
In our core business, Wrangler
gained 90 basis points of market
share in the U.S. in 2024, marking
11 consecutive quarters of market
share gains in our largest market.
Wrangler revenue grew 3 percent
in the U.S., the brand’s largest
market. Global direct-to-consumer
(DTC) grew high single digits, and
our loyalty program surpassed all
growth targets, up 112 percent from
the prior year, creating a thriving,
direct line of communication with
our most loyal consumers.
Design and innovation continue to
drive Wrangler’s dominance in our
core product offerings. For example,
Bespoke, our newest female fit
innovation, launched across DTC
and specialty retail, exceeding our
high expectations with many
styles quickly selling out. Bespoke
will continue to be a focused
product story in 2025 as we look
to scale this platform. Staying with
female, the highly anticipated
collection from GRAMMY Award-
winning country superstar, Lainey
Wilson, launched as our single
largest collaboration to date,
with Wrangler loyalty members
accounting for one-third of the
product purchases. Wrangler x
Lainey Wilson will bring fans more
of what they want with a second
collection launching in Spring
2025, and plans to further capitalize
on the success of the partnership
through 2026.
Shifting to male, the Cody Johnson
shirt collection offers consumers
an authentically western style
coupled with a tailored fit. The
multi-year partnership with Johnson,
one of the biggest country music
stars of his generation, adds to an
esteemed roster of endorsements
from country music legends
including George Strait, whose
Wrangler collection has been a
growing success for more than
two decades. For consumers
looking for non-denim options,
the brand’s Tough Comfort line
introduced durability and comfort
in a canvas pant perfect for all
wear occasions. Tough Comfort
speaks to Wrangler’s focus on
providing exciting new products
for our core consumer.
Strategic investment in product
development continues to fuel
Wrangler’s expansion into outdoor
apparel. This category has grown
into a $200 million business for
Wrangler — up 15 percent from
last year and doubling from
approximately $100 million five
years ago. We anticipate that
outdoor will double again in
the next five years and further
diversify distribution for the brand.
Wrangler remains the authority
in Western bottoms and tops,
with revenue in our U.S. Western
business growing 5 percent in
2024, and we continued our global
expansion with the European debut
of Wrangler’s 13MWZ Original
Cowboy Cut jean, our most globally
successful product launch to date.
We are also strengthening our
capacity for authentic storytelling
to deepen our relationship with
long-time fans and new, younger
consumers. Conceptualized
and produced in-house, the
Wrangler global equity campaign
showcased the power of music,
community, and classic Wrangler
“For the Ride of
Life” is more
than a mantra at
Wrangler; it’s a
guiding principle.
styles to celebrate the endless
possibilities that a new day brings.
Celebrated as our highest tested
campaign, and the brand’s return
to national broadcast, the “Good
Mornings Make for Better Days”
campaign is a testament to the
best-in-class talent at Wrangler
and our collective ability to fuel the
brand’s evolution.
This level of consistent performance
proves that our strategy has set
Wrangler on a future path of success.
Through strategic investments in
the brand and in our people, we
have created incredible momentum
for Wrangler. We see tremendous
untapped opportunity on the
horizon and are committed to the
continued global growth and
success of the Wrangler brand.
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For Lee female, the brand
gained market share for the 12th
consecutive month in December
across denim, non-denim, and
seasonal product, according to
Circana. Our new lifestyle product
categories including sets, dresses,
skirts and tops have been well
received and provide a great
opportunity to expand wear
occasions while creating brand
loyalty with younger consumers.
In 2024, Lee's collaboration with
Forever 21 opened the doors to
new U.S. retail spaces and consumer
demographics, getting Lee product
in the hands of young, female
consumers. The brand’s highly
touted collaborations with Oliver
Cabell and Hey Dude led to a
new licensing deal in footwear —
an exciting opportunity for the brand.
In early 2025, brand collaborations
with Buck Mason and Paul Smith
will paint a clear picture of how
Lee is connecting with consumers
across the globe. And the brand
will build momentum in the back
half of the year with the launch of
a new brand equity campaign.
We see early signs that we’re on
the right path. Lee’s brand health
metrics meaningfully improved in
the last six months of 2024, and
the brand experienced double-digit
growth in DTC in the United States
in the fourth quarter of the year.
Still, Lee remains a uniquely
global brand, with 40 percent of
our revenue coming from outside
the United States. As Kontoor
transforms its global operating
model under Project Jeanius, Lee
has the opportunity to become
an even bigger global player —
one that can provide valuable
real-time consumer insights from
international markets to the rest
of Kontoor’s brand portfolio. For
example, our new concept stores
in Asia are serving as a successful
prototype for additional store
rollouts in 2025.
Lee’s best days lie ahead. We are
confident that the important work
we have been building will create
a higher standard and a return to
growth for the brand.
Building a
Foundation for
Growth
Kontoor is writing the next chapter
in Lee’s storied history of bringing
iconic American cool to life. In
2024, the team leveraged data-
driven insights to methodically
refine Lee’s creative vision and
strategy to build a new foundation
for a return to growth.
With clearly defined consumer
targets, a focus on innovation, and
an enhanced demand creation
platform, Lee is determined to regain
its place in the center of culture.
Leaning into its legacy of driving
innovation, Lee launched Lee X and
Lee MVP Heritage Denim at the
end of 2024. These new platforms
combine the look and feel of
authentic, world-class denim with
the comfort of a performance pant.
Both Lee X and Lee MVP Heritage
Denim had an encouraging start
in 2024 and are poised to build
momentum in 2025.
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COMMITTEES OF THE BOARD
1 Audit Committee
2 Nominating and Governance Committee
3 Talent and Compensation Committee
4 Strategy and Finance Committee
Scott H. Baxter 4
President, Chief Executive Officer
& Chairman of the Board
Kontoor Brands, Inc.
Mark L. Schiller 1, 2
Retired President and
Chief Executive Officer
The Hain Celestial Group, Inc.
Robert M. Lynch 3
Chief Executive Officer
Shake Shack, Inc.
Ashley D. Goldsmith 2, 3
Chief People Officer
Workday, Inc.
Shelley Stewart, Jr. 2, 4
Retired Chief Procurement Officer
E.I. du Pont de Nemours & Co.
Robert K. Shearer 1, 4
Lead Independent Director
Retired SVP &
Chief Financial Officer
VF Corporation
Maryelizabeth R. Campbell 1
Retired President
vCommerce Ventures of
Qurate Retail, Inc.
Andrew E. Page 1, 3
Chief Financial Officer
Amer Sports, Inc.
BOARD OF DIRECTORS
EXECUTIVE LEADERSHIP TEAM
Scott H. Baxter
President, Chief Executive Officer
& Chairman of the Board
Thomas E. Waldron
Executive Vice President,
Chief Operating Officer
Mame Annan-Brown
Executive Vice President,
Global Communications &
Public Affairs
Jennifer H. Broyles
Executive Vice President,
Global Brands President,
Wrangler & Lee
Ezio Garciamendez
Executive Vice President,
Chief Supply Chain Officer
Joseph A. Alkire
Executive Vice President,
Chief Financial Officer
Peter A. Kidd
Executive Vice President,
Chief Human Resources Officer
Thomas L. Doerr, Jr.
Executive Vice President,
General Counsel & Secretary
KONTOOR BRANDS, INC.
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2024 ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 28, 2024
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number: 001-38854
KONTOOR BRANDS, INC.
(Exact name of registrant as specified in its charter)
North Carolina
83-2680248
(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification number)
400 N. Elm Street
Greensboro, North Carolina 27401
(Address of principal executive offices)
(336) 332-3400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, no par value
KTB
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files).
Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
The aggregate market value of Common Stock held by non-affiliates of the registrant on June 28, 2024, the last business day of the
registrant’s most recently completed second fiscal quarter, was approximately $3,640,000,000 based on the closing price of the registrant's
Common Stock on the New York Stock Exchange.
As of February 21, 2025, there were 55,326,048 shares of Common Stock of the registrant outstanding.
Documents Incorporated By Reference:
Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 24, 2025 are incorporated by reference
into Part III of this Annual Report on Form 10-K, which definitive Proxy Statement shall be filed with the Securities and Exchange Commission
within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates.
KONTOOR BRANDS, INC
Table of Contents
PAGE NUMBER
PART I
ITEM 1.
Business
2
ITEM 1A. Risk Factors
9
ITEM 1B. Unresolved Staff Comments
22
ITEM 1C. Cybersecurity
22
ITEM 2.
Properties
23
ITEM 3.
Legal Proceedings
24
ITEM 4.
Mine Safety Disclosures
24
PART II
ITEM 5.
Market for Kontoor's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
25
ITEM 6.
Reserved
25
ITEM 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
26
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
36
ITEM 8.
Financial Statements and Supplementary Data
37
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
38
ITEM 9A. Controls and Procedures
38
ITEM 9B. Other Information
38
ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
38
PART III
ITEM 10.
Directors, Executive Officers and Corporate Governance
39
ITEM 11.
Executive Compensation
39
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
39
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
39
ITEM 14.
Principal Accounting Fees and Services
39
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
40
ITEM 16. Form 10-K Summary
42
Signatures
43
Table of Contents - Kontoor Brands, Inc. 2024 Form 10-K
PART I
Special Note On Forward-Looking Statements
Kontoor Brands, Inc. (“Kontoor,” the “Company,” “we,” “us,” or “our”) has made statements in this Annual Report on Form 10-K that
are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). In some cases, you
can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These
forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections, forecasts or
assumptions of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These
statements are only predictions based on our current expectations and projections about future events. There are important factors
that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity,
performance or achievements expressed or implied by the forward-looking statements. Known or unknown risks, uncertainties and
other factors that could cause the actual results of operations or financial condition of Kontoor to differ materially from those
expressed or implied by such forward-looking statements include, but are not limited to, those described in Item 1A. Risk Factors of
this Annual Report on Form 10-K, as such may be amended or supplemented in our subsequently filed Quarterly Reports on Form
10-Q, and the following: macroeconomic conditions, including elevated interest rates, moderating inflation, fluctuating foreign
currency exchange rates, global supply chain issues and inconsistent consumer demand, continue to adversely impact global
economic conditions and have had, and may continue to have, a negative impact on the Company’s business, results of operations,
financial condition and cash flows (including future uncertain impacts); the level of consumer demand for apparel; reliance on a small
number of large customers; potential difficulty in completing the acquisition of Helly Hansen, in successfully integrating it and/or in
achieving the expected growth, cost savings and/or synergies from such acquisition; supply chain and shipping disruptions, which
could continue to result in shipping delays, an increase in transportation costs and increased product costs or lost sales; intense
industry competition; the ability to accurately forecast demand for products; the Company’s ability to gauge consumer preferences
and product trends, and to respond to constantly changing markets; the Company’s ability to maintain the images of its brands;
changes to trade policy, including tariff and import/export regulations; disruption and volatility in the global capital and credit markets
and its impact on the Company's ability to obtain short-term or long-term financing on favorable terms; the Company maintaining
satisfactory credit ratings; restrictions on the Company's business relating to its debt obligations; increasing pressure on margins; e-
commerce operations through the Company’s direct-to-consumer business; the financial difficulty experienced by the retail industry;
possible goodwill and other asset impairment; the ability to implement the Company’s business strategy; the stability of manufacturing
facilities and foreign suppliers; fluctuations in wage rates and the price, availability and quality of raw materials and contracted
products; the reliance on a limited number of suppliers for raw material sourcing and the ability to obtain raw materials on a timely
basis or in sufficient quantity or quality; disruption to distribution systems; seasonality; unseasonal or severe weather conditions;
potential challenges with the Company's implementation of Project Jeanius; the Company's and its vendors’ ability to maintain the
strength and security of information technology systems; the risk that facilities and systems and those of third-party service providers
may be vulnerable to and unable to anticipate or detect data security breaches and data or financial loss or maintain operational
performance; ability to properly collect, use, manage and secure consumer and employee data; legal, regulatory, political and
economic risks; the impact of climate change and related legislative and regulatory responses; stakeholder response to sustainability
issues, including those related to climate change; compliance with anti-bribery, anti-corruption and anti-money laundering laws by the
Company and third-party suppliers and manufacturers; changes in tax laws and liabilities; the costs of compliance with or the violation
of national, state and local laws and regulations for environmental, consumer protection, employment, privacy, safety and other
matters; continuity of members of management; labor relations; the ability to protect trademarks and other intellectual property rights;
the ability of the Company’s licensees to generate expected sales and maintain the value of the Company’s brands; volatility in the
price and trading volume of the Company’s common stock; anti-takeover provisions in the Company’s organizational documents; and
fluctuations in the amount and frequency of our share repurchases. Many of the foregoing risks and uncertainties will be exacerbated
by any worsening of the global business and economic environment.
Our forward-looking statements are based on our beliefs and assumptions using information available at the time the statements are
made. We caution the reader not to place undue reliance on our forward-looking statements as (i) these statements are neither a
prediction nor a guarantee of future events or circumstances and (ii) the assumptions, beliefs, expectations and projections about
future events may differ materially from actual results. We undertake no obligation to update any of these forward-looking statements
after the date of this Annual Report on Form 10-K to conform our prior statements to actual results or revised expectations, except to
the extent required by law.
Where You Can Find More Information
All periodic and current reports, registration statements and other filings that Kontoor has filed or furnished to the Securities and
Exchange Commission (“SEC”), including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, current reports on
Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are available free of charge from the SEC’s website (www.sec.gov). Our SEC filings are also
available on our corporate website at www.kontoorbrands.com as soon as reasonably practicable after they are filed with or furnished
to the SEC. Our website and the information contained therein or connected thereto is not incorporated in this Annual Report on Form
10-K.
Kontoor Brands, Inc. 2024 Form 10-K 1
The following corporate governance documents can be accessed on our corporate website: Corporate Governance Principles, Code
of Business Conduct and the charters of our Audit Committee, Talent and Compensation Committee and Nominating and
Governance Committee. Copies of these documents also may be obtained by any shareholder free of charge upon written request to
the Corporate Secretary, Kontoor Brands Inc., 400 N. Elm Street, Greensboro, NC 27401.
After our 2025 Annual Meeting of Shareholders, we intend to file with the New York Stock Exchange (“NYSE”) the certification
regarding our compliance with the NYSE’s corporate governance listing standards as required by NYSE Rule 303A.12. Last year, we
filed this certification with the NYSE on April 23, 2024.
ITEM 1. BUSINESS.
Overview
Kontoor Brands, Inc. (collectively with its subsidiaries, "Kontoor," the "Company," "we," "us" or "our") is a global lifestyle apparel
company, with a portfolio led by two of the world’s most iconic consumer brands: Wrangler® and Lee®. The Company designs,
manufactures, procures, sells and licenses apparel, footwear and accessories, primarily under the brand names Wrangler® and Lee®.
The Company’s products are sold in the United States (“U.S.”) through mass merchants, specialty stores, department stores,
company-operated stores and online, including digital marketplaces. The Company’s products are also sold internationally, primarily
in the Europe, Middle East and Africa ("EMEA"), Asia-Pacific (“APAC”) and Non-U.S. Americas regions, through department stores,
specialty stores, company-operated stores, concession retail stores, independently-operated partnership stores and online, including
digital marketplaces.
Kontoor is headquartered in the U.S. with a presence in over 70 countries. Our primary brands, Wrangler® and Lee®, have a
combined heritage that spans over 200 years. During 2024, we sold approximately 147 million units of apparel across all brands. We
benefit from long-standing relationships with many of our customers who we believe depend on our ability to reliably and timely
replenish our high-volume products.
We focus on continuously improving the most important elements of our products, which include fit, fabric, finish and overall
construction, while continuing to provide our products to consumers at attractive price points. We leverage innovation and design
advancements as well as the unique heritage of our brands to create products that meet our consumers' needs.
The Company operates and reports using a 52/53-week fiscal year ending on the Saturday closest to December 31 of each year. For
presentation purposes herein, all references to periods ended December 2024, December 2023 and December 2022 correspond to
the 52-week fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively.
Macroeconomic Environment and Other Recent Developments
Global macroeconomic conditions that continued to impact the Company during 2024 included ongoing elevated interest rates,
moderating inflation, fluctuating foreign currency exchange rates, supply chain issues and inconsistent consumer demand. These
factors continued to contribute to uncertain global economic conditions and consumer spending patterns, which impacted retailers'
and the Company's operations. Additionally, the U.S. government has recently enacted and proposed tariff increases on imports.
These actions may result in reciprocal tariffs or other restrictive trade measures by foreign jurisdictions. These conditions are causing
greater uncertainty in the global economy.
The macroeconomic factors discussed above, primarily interest rates and inflation, contributed to ongoing retailer actions to
conservatively manage inventory levels, which impacted our results during 2024.
Our global supply chain was affected by ongoing disruptions to key trade routes such as the Red Sea and Panama Canal, political
unrest in Bangladesh and port strikes on the East and Gulf Coasts of the U.S. These disruptions did not have a significant impact on
results.
The Company has responded to ongoing macroeconomic conditions by controlling expenses, adjusting pricing and proactively
managing our global supply chain. While we anticipate continued uncertainty related to the macroeconomic environment during 2025,
including the potential impact of tariff increases on product costs, we believe we are appropriately positioned to successfully manage
through operational challenges that may arise. We continue to closely monitor macroeconomic conditions, including consumer
behavior and the impact of these factors on consumer demand.
As discussed in Note 23 to the Company's financial statements in this Form 10-K, on February 18, 2025, the Company entered into a
definitive agreement to acquire the global outdoor and workwear brand Helly Hansen, a wholly-owned subsidiary of Canadian Tire
Corporation, Limited, for $1.276 billion Canadian dollars ("CAD") or approximately $900 million as of the agreement date, subject to
working capital and other closing adjustments. On February 19, 2025, the Company entered into foreign currency exchange contracts
totaling $1.275 billion CAD to mitigate any impact of foreign currency fluctuations prior to the closing date. The transaction is
expected to close in the second fiscal quarter of 2025, upon receipt of required regulatory approval and completion of customary
closing conditions.
2 Kontoor Brands, Inc. 2024 Form 10-K
Corporate Information
Our principal executive offices are located at 400 N. Elm Street, Greensboro, North Carolina 27401 and our telephone number is
336-332-3400. Our website is www.kontoorbrands.com. Our website and the information contained therein or connected thereto is
not incorporated in this Annual Report on Form 10-K.
Our Competitive Strengths
•
Iconic Brands With Significant Global Scale
The Wrangler® and Lee® brands are steeped in rich heritage and authenticity, with 78 years and 136 years of history, respectively,
and have an established global presence in the apparel market across numerous categories and channels of distribution. Products
bearing our brands are sold in more than 70 countries, and we believe they have strong consumer connectivity worldwide with
approximately 147 million units sold in 2024. We market our brands and products to highlight their differentiated position and product
attributes. We sit at the center of cultural moments and cater broadly to customers through our global and regional licensed
collaborations, such as Angel Chen, Basquiat, HEYDUDE, Hot Wheels, The Hundreds and STAUD, among others. We recently
launched a collaboration with country music superstar and Grammy award-winner Lainey Wilson as part of a multi-year partnership.
In addition, we have been the official jeans of the Dallas Cowboys since 2023. We strive to maximize our consumer reach by
leveraging each brand’s best practices to drive growth across product categories and expand our overall net revenues and earnings
profile.
•
Deep Relationships With Leading Brick-and-Mortar and E-Commerce Retailers
We have developed long-term relationships with many leading brick-and-mortar and e-commerce retailers, including Amazon, Kohl’s,
Target and Walmart, whom we believe rely on our iconic brands, leading product quality and value and innovation to address evolving
consumer needs in our product categories. Our rich global heritage across both the Wrangler® and Lee® brands also supports strong
positions in growing markets, such as in the U.S. Western specialty channel and with leading retailers in Europe and China. By
fostering these relationships, we have become an important vendor for many of our customers and have built leading category
positions, which in turn supports the availability of our brands to consumers and our ability to introduce new products and categories.
We also endeavor to provide sophisticated logistics, planning and merchandising expertise to support our customers, which we
believe enables a level of insight that builds more integrated customer relationships.
•
Integrated Supply Chain Built to Support Volume and Replenishment
We are continually refining our supply chain to maximize efficiency and reinforce our reputation of reliability with our customers.
Through our vertically integrated supply chain, we manufacture, source and distribute a significant quantity of high-volume apparel
products that are frequently replenished by our retail partners. Our product procurement and distribution strategies, combined with
our internal manufacturing facilities and retail floor space management programs, create increased operating flexibility. Our supply
chain is built to support large volumes and to meet customer needs while balancing cost and operational requirements across our
U.S. Wholesale, Non-U.S. Wholesale and Direct-to-Consumer channels. Our internal manufacturing facilities are all located in the
Western Hemisphere where their proximity to our primary markets enables us to deliver inventory in a consistent and timely manner.
We also have established global third-party sourcing and distribution networks that we leverage across product categories and
various regions. We currently have three technical service centers located in North Carolina, South China and Bangladesh.
Additionally, we leverage our global enterprise resource planning (“ERP”) system to reduce complexity in our supply chain, create
better inventory management and improve our speed in the market. We believe our flexible and balanced approach to manufacturing
and distribution allows us to be agile in managing our production needs and support our strategy and growth.
•
Highly Experienced Management Team and Board of Directors
We have a highly experienced senior management team and Board of Directors that continuously demonstrates an unwavering
commitment to our employees, our shareholders and our business. Drawing on deep industry knowledge and diverse perspectives,
they have helped navigate our business through unprecedented challenges while simultaneously evolving our strategies with agility
and flexibility. As we continue our focus on catalyzing growth for our global brands, we believe our management team and Board of
Directors will continue to drive the success of our company.
•
Resilient Business Model That Delivers Consistent Results
Our business has historically generated consistent margins, strong cash flows and high returns on capital due to our global reach,
leading market positions, deep customer relationships, and the vertical integration of our supply chain. We believe we offer high
product value and quality to our consumers, who respond to our value proposition by consistently purchasing our products over time.
Our strong margin profile combined with our diligent approach to operational excellence and capital management have produced
strong cash flows. We believe our consistent financial results will provide us with the opportunity to invest in our business and deploy
a multi-faceted capital allocation strategy. Despite the macroeconomic pressures faced by the Company in recent years, we have
been resilient and agile in responding to shifting market conditions, and have continued to produce forward momentum by executing
on our strategic vision discussed below, focusing on cash flow, optionality and revenue and margin growth to drive long-term
acceleration.
Kontoor Brands, Inc. 2024 Form 10-K 3
Our Strategies
We continue to execute on our strategic vision which focuses on four growth vectors: (i) expansion of our core U.S. Wholesale
business, (ii) category extensions such as outdoor, workwear and tops, (iii) geographic expansion of our Wrangler® and Lee® brands
and (iv) channel expansion focused on the digital platforms in our U.S. Wholesale and Direct-to-Consumer channels. We are focused
on driving brand growth and delivering long-term value to our stakeholders including our consumers, customers, shareholders,
suppliers and communities around the world. We believe the following four areas will catalyze profitable revenue growth in the future:
•
Enhance and Accelerate Our Core U.S. Wholesale Business
We are focused on continuing to enhance the global strength of our brands, improve operating efficiency and increase the overall
demand for our products. Within our largest market and channel, we are pursuing strategies to support and grow market share in
existing distribution with leading retailers, drive business opportunities in new channels, such as premium, specialty and sporting
goods, as well as accelerate complementary categories.
•
Diversify Our Product Mix Through Category Extensions
We continue to enhance our existing product assortment, broaden our product offering and expand into adjacent product categories,
with a focus on outdoor, workwear and tops. Within outdoor, we are bringing to market new product innovation platforms such as
collections from Wrangler All Terrain Gear. Within workwear, we are leveraging our strong brand equity and innovation platforms to
enter new markets and categories. And in tops, we are focusing our efforts across logo, lifestyle and licensed/collaboration content.
We continue to diversify our assortment in both brands, including product extensions such as non-denim bottoms and female
categories, new licensed categories such as belts, small leather goods, headwear, socks, home décor, luggage, bags, eyewear and
cold weather accessories and the launch of the Wrangler Bespoke collection and Lee X innovation platform. Successful execution of
our product expansion strategies should broaden the appeal of our brands and products to new consumers and ultimately drive the
overall net revenues of the business.
•
Expand Our Reach Around the Globe
We continue to pursue opportunities to evolve our business with new and existing customers and expand the international distribution
of our products into new markets. We are leveraging relationships with licensees to broaden our distribution, such as the expansion
of Wrangler® and Lee® branded stores in India. In Europe, we are refining our strategy to become more consumer-centric in
addressing how and where our customers want to purchase our products. Approximately 90% of Wrangler® revenues are in the U.S.,
and thus Wrangler® has many international growth opportunities, particularly in Europe.
•
Elevate Our Direct Connection With Consumers Through Channel Expansion
We are leveraging our leading brand positions to increase our digital penetration with our own e-commerce websites as well as major
global retail partners, as we continue to evolve our digital ecosystem. We also continue to focus on our brick-and-mortar strategy. For
example, in the U.S. we are optimizing the location and footprint of our stores and elevating the customer experience. In Asia, we
launched a retail excellence initiative with reformatted stores, improved point-of-sale technologies and enhanced assortments, and
we expanded our presence on livestreaming platforms. In Europe, we are refining our brick-and-mortar strategy by leveraging best
practices and continuing to invest in our digital platform. We are making progress towards these objectives through investments in
advanced data analytics capabilities and unlocking insights and value through our global ERP infrastructure. In addition, we are
stepping up our investment in accretive enablers, such as product and design, innovation, supply chain, talent and culture and
demand creation.
Our Business Segment Information
Our two reportable segments are Wrangler® and Lee®, which primarily include sales of branded products, along with various sub-
brands and collections. In addition, we present an Other category for purposes of reconciliation of reportable segment net revenues
and profits to the Company's consolidated operating results, but the Other category is not considered a reportable segment. See
below for additional information on the brands, channels of distribution and geographies included in each segment.
•
Wrangler
Wrangler® is an iconic American heritage brand rooted in the western lifestyle, with 78 years of history offering denim, apparel,
footwear and accessories for adults and children. We offer multiple sub-brands, collections and product lines within
the Wrangler® brand to target specific consumer demographics and consumer end-users, including: 20X®, Aura from the Women at
Wrangler®, Cowboy Cut®, Premium Patch®, Riggs Workwear®, Rock 47®, Rustler®, Wrangler Retro®, Wrangler Rugged Wear® and
Wrangler All Terrain Gear.
•
Lee
Lee® is an iconic American brand offering denim, apparel, footwear and accessories for adults and children, with 136 years of
heritage and authenticity. The Lee® brand delivers trend-forward styles with exceptional fit and comfort through innovative fabric
solutions and advanced design technology. The Lee® brand offers multiple sub-brands, collections and product lines, making it
attractive for a broader consumer base, including: Lee101®, Riders®, Storm Rider®, Lee MVPTM and Lee XTM.
4 Kontoor Brands, Inc 2024 Form 10-K
•
Other
Other includes sales and licensing of Chic®, Rock & Republic®, other company-owned brands and private label apparel. Chic® is a
traditional apparel brand and is marketed to consumers as a classic comfort solution. We distribute the brand by leveraging our e-
commerce relationships. Rock & Republic® is a premium apparel brand and is marketed to consumers as a modern and active
lifestyle brand. We distribute the brand through our e-commerce relationships, retail stores and our Company-operated website at
www.rockandrepublic.com.
Distribution Channels and Customers
Our distribution channels include U.S. Wholesale, Non-U.S. Wholesale and Direct-to-Consumer.
•
U.S. Wholesale
The U.S. Wholesale channel is our largest distribution channel and accounted for approximately 73% of our net revenues in 2024.
Within this channel, our Wrangler® and Lee® branded products are marketed and sold by mass merchants, specialty stores including
western specialty retail, department stores, online, including digital marketplaces, and through licensees. This channel also includes
revenues related to Chic® and Rock & Republic® products sold in the U.S. A portion of our U.S. Wholesale net revenue is attributable
to digital sales from our wholesale partners’ websites and third-party e-commerce platforms such as Amazon and other pure-play
digital retailers. Third-party e-commerce platforms are a growing and important portion of this channel.
Our mass merchant customers include national retailers such as Target and Walmart, as well as various regional retail partners.
Our department store customers include national retailers such as Kohl’s as well as other retail partners. The specialty store channel,
which includes revenue from Wrangler® Riggs Workwear® and Wrangler® Western branded products, consists primarily of national
accounts such as Boot Barn, Cavender's and Tractor Supply Company as well as upscale modern specialty stores.
We foster close and longstanding relationships with our top brick-and-mortar wholesale customers. In addition, we engage in an
active dialogue with many of our key wholesale customers and receive proprietary insights about how our products are performing on
a timely basis. Our brands’ top U.S. Wholesale customers include Amazon, Boot Barn, Cavender's, Kohl’s, Target and Walmart.
In addition, we have revenues in our U.S. Wholesale channel from licensing arrangements where we receive royalties based on a
percentage of the licensed products’ net revenues. Most of the agreements provide for a minimum royalty requirement. See
“Licensing Arrangements” herein for more information.
•
Non-U.S. Wholesale
The Non-U.S. Wholesale channel represents the majority of our international business and accounted for approximately 15% of our
net revenues in 2024. Wrangler® and Lee® branded products are available in Canada, Mexico, the United Kingdom, continental
Europe, the Middle East, China, and through licensees across Australia, Asia, Africa, Mexico, Central and South America, Europe and
India. The majority of the Wrangler® and Lee® international product business is located in EMEA and APAC, where we sell our
products directly to our department store and specialty store wholesale customers, online, including digital marketplaces, and
indirectly through our distribution and license relationships. In Canada and Mexico, our products are primarily marketed through mass
merchants, department stores and specialty stores. A portion of our Non-U.S. Wholesale net revenue is attributable to digital sales
from our wholesale partners’ websites, third-party e-commerce platforms, and other pure-play digital retailers. Additionally, our Non-
U.S. Wholesale channel includes sales in partnership stores located across EMEA, APAC and South America. Partnership stores are
owned and operated by our licensees, distributors and other independent parties. They are retail locations selling our Wrangler® and
Lee® branded products that have the appearance of Kontoor-operated stores, and as such represent an important vehicle for
presenting our brands to international consumers. Similar to the U.S. Wholesale channel, we use proprietary insights from our
wholesale customers to strategically refine our products and adjust our go-to-market approach.
Geographically, our net revenue in EMEA is concentrated in developed markets such as France, Germany, Italy, the Netherlands,
Poland, Scandinavia, Spain and the United Kingdom. We access the APAC market primarily through our business in China. Canada
is the largest international market for Wrangler® branded products, while China is the largest international market for Lee® branded
products.
In addition, we have revenues in our Non-U.S. Wholesale channel from international licensing arrangements where we receive
royalties based on a percentage of the licensed products’ net revenues. Most of the agreements provide for a minimum royalty
requirement. See “Licensing Arrangements” herein for more information.
•
Direct-to-Consumer
Our Direct-to-Consumer channel accounted for approximately 12% of our net revenues in 2024 and represents sales of our products
via our Wrangler® and Lee® branded full-price and outlet stores, online and via international concession arrangements.
The Direct-to-Consumer channel allows us to achieve the fullest expression of our brands by displaying our product lines in a manner
that supports the brands’ positioning, providing an in-store and online user experience that enables us to address the needs and
preferences of our consumers.
Kontoor Brands, Inc. 2024 Form 10-K 5
As of December 28, 2024, we had 20 Company-operated full-price Wrangler® and Lee® branded retail stores, which are located in
Asia, Europe and the U.S. They include mono-brand stores, which carry either Wrangler® or Lee® branded products, and dual-brand
stores, which carry both Wrangler® and Lee® branded products. We also had 57 Company-operated premium outlet and clearance
centers as of December 28, 2024, primarily our Lee Wrangler OutletTM and Lee Wrangler Clearance CenterTM retail stores located in
the U.S., as well as outlets in Europe and Mexico.
As of December 28, 2024, we had 187 concession retail and outlet stores in Europe and Asia. Under a typical concession
arrangement, we have a dedicated sales area, pay a concession fee for use of the space based on a percentage of retail sales and,
in many cases, manage staffing for operation of the sales area. The concession model provides dedicated sales areas for our brands
and helps differentiate and enhance the presentation of our products, generally with lower overhead than opening a separate store.
We continue to prioritize serving our customers through digital platforms that enhance the user experience and drive customer
interaction in digital and physical environments. Sales from our own websites represent a growing portion of our net revenues, and
help elevate the connection consumers have with our brands. Wrangler® and Lee® branded products are currently available through
our own websites in 15 countries.
Licensing Arrangements
We seek to maximize our brands’ market penetration and consumer reach by entering into licensing agreements with independent
parties. Pursuant to these licensing agreements, we typically grant our licensing partner an exclusive or non-exclusive license to use
one or more of our brands in connection with specific licensed categories of products in specific geographic regions. Our licensing
partners leverage the strength of our brands and our customer relationships to sell products in their licensed categories and
geographic regions. We currently have licensing agreements in categories including denim, apparel, footwear, accessories and home
décor.
We retain oversight and approvals of the design, quality control, advertising, marketing and distribution of licensed products to help
maintain our brand and product quality standards. License agreements are for fixed terms of typically three to five years, and we also
enter into shorter term collaboration agreements. Each licensee pays royalties based on its sales of licensed products in accordance
with the terms of the agreement, with the majority of agreements requiring a minimum royalty payment. Licensing net revenue was
$45.8 million in 2024.
Design, Product Development and Innovation
The design, technical design, product development, sustainability and innovation teams work closely together to implement our
brands' product strategy. By leveraging their extensive experience and expertise, they create a unique product mix that provides
exceptional value, quality and styling for our customers and consumers. We operate globally, designing and developing products that
align with our brand positioning while meeting customer and consumer needs. Our primary selling seasons are Spring/Summer and
Fall/Winter, although some product lines are available more frequently.
In addition to our global design and product development teams, we have an innovation center in Greensboro, North Carolina. This
facility conducts advanced product technology research in our materials science lab, focusing on raw materials, laser processing and
finishing advancements. This location is staffed with dedicated scientists and engineers who leverage consumer insights to create
new products and material technologies and enhance the attributes of existing products. Our innovation network is essential to our
design strategy and long-term growth, allowing us to evolve and deliver product experiences that meet our consumers' needs.
Manufacturing, Sourcing and Distribution
Our global supply chain organization is responsible for the operational planning, manufacturing, sourcing and distribution of products
to our customers. We believe we have developed a high degree of expertise in managing the complexities associated with a global
supply chain. During 2024, we manufactured or sourced approximately 138 million units of finished goods inventory. Our supply chain
employs a centralized leadership model with localized regional expertise. Within our internal manufacturing facilities, we innovate and
design proprietary equipment to drive our production output and capabilities. We focus on engineering and efficiency, which we
believe provides an ongoing competitive advantage in our internal manufacturing facilities. We leverage our manufacturing expertise
in our sourcing operations, where we have developed longstanding relationships with third-party contract manufacturers and
distributors. This manufacturing and sourcing approach, coupled with strategic inventory and retail floor space management
programs with many of our major retail customers, gives us operational flexibility as we continue to expand our distribution.
•
Sourcing and Manufacturing
We believe the combination of our internal manufacturing and contract manufacturing across different geographic regions provides a
well-balanced, flexible approach to product procurement. Within our own manufacturing facilities, we purchase raw materials from
numerous U.S. and international suppliers to meet our production needs. Raw materials include products made from cotton,
polyester, spandex and lycra blends, as well as thread and trim (such as product identification, buttons, zippers and snaps). Our top
three suppliers represent 21% of our total cost of goods sold, but we are not overly reliant on any individual suppliers. We operate
global sourcing hubs, which are responsible for managing contract manufacturing and procurement of product, including supplier
oversight, product quality assurance, sustainability within the supply chain, responsible sourcing, and transportation and shipping
functions.
6 Kontoor Brands, Inc 2024 Form 10-K
We own and operate seven manufacturing facilities in Mexico. We also source products from approximately 210 contract
manufacturing facilities in 19 countries. During 2024, approximately 30% of our units were manufactured in our internal manufacturing
facilities, and approximately 70% were sourced from contract manufacturers. Products obtained from contractors in the Western
Hemisphere frequently have a higher cost than products obtained from contractors in Asia. However, internal manufacturing
combined with contracting in the Western Hemisphere gives us greater flexibility, shorter lead times and allows for enhanced
inventory management in the U.S. market. In making decisions about the location of manufacturing operations and suppliers, we
consider factors including the raw material source, the market the product will be sold in, production lead times, duties and tariffs,
product cost, product complexity and the ability to pursue upside demand. Additionally, we continually monitor risks and
developments related to duties, tariffs, quotas and other factors and we often manufacture and source products from countries with
tariff preferences and free trade agreements.
•
Distribution
Products are shipped from our contract manufacturers and internal manufacturing facilities to distribution centers around the world.
We directly operate our domestic distribution centers and we carefully select third-party logistic providers to partner with as needed in
certain regions, primarily in EMEA and APAC. All of our distribution centers are strategically located to provide speed and service to
our consumers at the most efficient cost possible. Additionally, our long-term third-party distribution relationships ensure maximum
capacity, connectivity, responsiveness and overall service coverage around the globe. In international markets, our products are also
marketed through our distributors, agents and licensees.
Inventory Management
Inventory management is key to the cash flows and operating results of our business. We manage our inventory levels based on
existing orders, anticipated sales and the delivery requirements of our customers, which requires close coordination with our
customers. For new product introductions, which often require large initial launch shipments, we may commence production before
receiving orders for those products. Key areas of focus include added discipline around the purchasing of product, inventory
optimization and channel placement, as well as effective planning and execution in disposition of excess inventory through our
various channels. Our inventory strategy is focused on continuing to meet consumer demand, while improving our inventory efficiency
over the long-term through the Company's global ERP system and inventory optimization tools.
Advertising and Customer Support
Our advertising and marketing efforts focus on differentiating our brands’ positioning and highlighting our product qualities. We are
focused on creating globally unified brand messages with appropriate regional nuances in order to maximize our brand recognition,
and drive brand demand from initial end-consumer awareness to long-term loyalty. By utilizing global heads of marketing, we
continue to develop integrated, multi-channel marketing strategies designed to effectively reach the target consumers of each of our
brands. We pursue this strategy through our use of a variety of media channels and other public endorsements, including traditional
media such as television, print and radio, as well as digital media channels such as display, online video, social media, live streaming,
paid search, influencers and brand ambassadors. We leverage marketing analytics to optimize the impact of advertising and
promotional spending, and to identify the types of spending that provide the greatest return on our marketing investments. Our
strategy also includes collaborating with other influential brands and developing new advertising campaigns that drive consumer
awareness and brand equity.
We also participate in cooperative advertising on a shared cost basis with major retailers in print and digital media, radio and
television. We generally provide our wholesale customers with point-of-sale fixtures and signage to enhance the presentation and
brand image of our products. Our websites, www.wrangler.com, www.lee.com, www.rockandrepublic.com and corresponding regional
websites, enhance consumer understanding of our brands and help consumers find and buy our products. We employ a support
team for each brand that is responsible for customer service at the consumer level as well as a sales force that manages our
customer relationships.
Seasonality
Our operating results are generally subject to some variability due to seasonality, with net revenues typically being slightly higher
during the fall and holiday shopping seasons. This limited variation results primarily from the differences in seasonal influences on
revenues between our Wrangler® and Lee® segments. With changes in our mix of business and the growth of our direct-to-consumer
operations, historical quarterly revenue and profit trends may not be indicative of future trends. Working capital requirements vary
throughout the year. Working capital typically increases early in the year as inventory builds to support peak shipping periods and
then moderates later in the year as those inventories are sold and accounts receivable are collected. Cash provided by operating
activities is usually substantially higher in the second half of the year due to higher net income during that period and reduced
working capital requirements.
Competition
The apparel industry is highly competitive, highly fragmented and characterized by low barriers to entry with many local, regional and
global competitors. We compete in the apparel and accessories sector by leveraging our brands, scale and ability to develop high-
quality, innovative products at competitive prices that meet consumer needs.
Kontoor Brands, Inc. 2024 Form 10-K 7
Our primary branded competitors are large, globally focused apparel companies that also participate in a variety of categories,
including, but not limited to, denim, athletic wear, exclusive or private labels, casual lifestyle apparel, outerwear and workwear. Some
of the key brands we compete with include Ariat, Calvin Klein, Carhartt, Cinch, Columbia, Dickies, Diesel, Guess, Levi’s and Tommy
Hilfiger. Additionally, we see an increasing reliance on private label apparel created for retailers such as Amazon, Target, Walmart and
Kohl's.
Intellectual Property
Trademarks, trade names, patents and domain names, as well as related logos, designs and graphics, provide substantial value in
the development and marketing of our products, and are important to our continued success. We have registered the intellectual
property associated with our brands in the U.S. and other countries where our products are manufactured and/or sold, including
trademark registrations for our two key brands, Wrangler® and Lee®. Although the laws vary by jurisdiction, in general, trademarks
remain valid and enforceable provided that the marks are used in connection with the related products and services and the required
registration renewals are filed. Typically, trademark registrations can be renewed indefinitely as long as the trademarks are in use. We
also place high importance on product innovation and design, and a number of these innovations and designs are the subject of
patents. However, we do not regard any segment of our business as being dependent upon any single patent or group of related
patents.
Human Capital
We understand that our greatest asset is our global employee base. As of December 28, 2024, we had approximately 13,200
employees worldwide. Geographically, approximately 1,000 employees are located in APAC, approximately 600 are located in EMEA,
approximately 8,800 are located in Latin America and Mexico, primarily supporting our manufacturing facilities, and approximately
2,800 are located in the U.S. Less than 1% of employees in international markets are covered by trade-sponsored or governmental
bargaining arrangements. Employee relations are considered to be good.
Supported by a leadership team that fosters a culture of collaboration, performance and entrepreneurial spirit, our employees are
dedicated to harnessing design, innovation and sustainable practices to create apparel that meets the needs of our customers today,
while also igniting interest from the next generation of consumers. With pride in our rich heritage and an eye toward ongoing business
success, we continue to develop a high-performance culture that makes Kontoor an employer of choice in the apparel industry. We
believe in developing a culture of innovation, collaboration and growth where team members have a strong sense of belonging that
fuels their passion for winning. We are dedicated to putting our purpose, mission and values at the forefront of everything we do.
Moving forward, we will continue to focus our efforts on: (i) attracting and retaining high-performing people who reflect our
communities and consumers, (ii) providing career development and advancement opportunities and (iii) fostering belonging through
an environment where employees feel welcomed, valued and heard.
We consider health and safety to be core values in all our operations. We do not jeopardize the well-being of our employees,
contractors or supply chain partners to complete any tasks, projects or other priorities. We believe the people involved in the
development of our products are our most important assets; therefore, we have created and implemented strong health and safety
policies and procedures that go beyond governmental standards. Our operations have an Occupational Safety and Health
Administration recordable incident rate ("RIR") significantly below the average RIR of our industry; however, we strive to reach zero
injuries.
Corporate Sustainability and Social Responsibility
Corporate sustainability and social responsibility are top priorities for our Company and Board of Directors. We are focused on
advancing worker well-being, sourcing products and materials from companies that share our values and limiting our negative
impacts on the environment while adhering to the highest ethical standards. These principles align with the essence of our brands
and represent the right course of action. The Board of Directors promotes responsible corporate citizenship and oversees compliance
with Kontoor’s standards. The Nominating and Governance Committee regularly reviews and evaluates the progress of sustainability,
social and governance strategies, which fosters responsible growth.
At Kontoor, sustainability represents a dynamic process of continual improvement aligned with our strategic pillars of People, Product,
Planet and Prosperity. We have established actions and goals for each pillar, including the preferred sourcing of raw materials for our
products, reducing the use or generation of hazardous chemicals in the sourcing or manufacturing of our products, a science-based
target related to our reduction of greenhouse gas emissions and savings in water consumption across our supply chain.
We articulate our corporate sustainability and social responsibility commitments in our Code of Conduct and in our 2023
Sustainability Progress Report which can be found on our website at www.kontoorbrands.com. Our website and the information
contained therein or connected thereto is not incorporated in this Annual Report on Form 10-K.
8 Kontoor Brands, Inc 2024 Form 10-K
Governmental Regulations
We are subject to U.S. federal, state and local laws and regulations that could affect our business, including those promulgated under
the Federal Trade Commission Act, the Occupational Safety and Health Act, the Consumer Product Safety Act, the Flammable
Fabrics Act, the Textile Fiber Product Identification Act, the rules and regulations of the Consumer Products Safety Commission and
various environmental laws and regulations, including laws and regulations relating to generating emissions, water discharges, waste,
product and packaging content and workplace safety. Our international businesses are subject to similar laws and regulations in the
countries in which they operate. Our operations also are subject to various international trade agreements and regulations. While we
believe that we are in compliance in all material respects with all applicable governmental regulations, including environmental
regulations, these regulations may change or become more stringent or unforeseen events may occur, any of which could have a
material adverse effect on our financial position or results of operations.
ITEM 1A. RISK FACTORS.
You should carefully consider each of the following risks and all of the other information contained in this Annual Report on Form 10-
K in evaluating our business. Our business, prospects, results of operations, cash flows or financial condition could be materially and
adversely affected by any of these risks, and, as a result, the trading price of our common stock could decline.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
Macroeconomic conditions, as well as geopolitical events, could have a material adverse impact on our business, results of
operations, cash flows and financial condition.
Global macroeconomic conditions, including ongoing elevated interest rates, moderating inflation, fluctuating foreign currency
exchange rates, supply chain issues and inconsistent consumer demand, continue to adversely impact global economic conditions
and have had, and may continue to have, a negative impact on our business, results of operations, cash flows and financial condition.
In addition, the U.S. government recently announced tariffs on products manufactured in several jurisdictions, including China,
Mexico and Canada, and has made announcements regarding the potential imposition of tariffs on other jurisdictions. While certain of
the announced tariffs have been delayed, the U.S. government may in the future pause, reimpose or increase tariffs, and countries
subject to such tariffs have and in the future may impose reciprocal tariffs or other restrictive trade measures in response. These
conditions are causing greater uncertainty in the global economy.
For instance, the macroeconomic factors discussed above, primarily interest rates and inflation, contributed to ongoing retailer
actions to conservatively manage inventory levels, which impacted our results during 2024. Additionally, our global supply chain was
affected by ongoing disruptions to key trade routes such as the Red Sea and Panama Canal, political unrest in Bangladesh and port
strikes on the East and Gulf Coasts of the U.S.
We anticipate continued uncertainty related to the macroeconomic environment during 2025, including the impact of future tariff
increases, and we continue to closely monitor macroeconomic conditions, including consumer behavior and the impact of these
factors on consumer demand. Continuing or worsening inflation and/or supply chain disruptions may have a material adverse impact
on our results of operations, cash flows and/or financial condition.
Our revenues and profits depend on the level of consumer spending for apparel, which is sensitive to global economic
conditions and other factors. A decline in consumer spending could have a material adverse effect on us.
The success of our business depends on consumer spending on apparel, and there are a number of factors that influence consumer
spending, including actual and perceived economic conditions, disposable consumer income, consumer discretionary spending
patterns, interest rates, inflation, recessionary concerns, consumer credit availability and consumer debt levels, tariffs and import/
export regulations, fuel and other energy costs, unemployment, stock market performance, weather conditions and tax rates in the
international, national, regional and local markets where our products are sold.
The current global economic environment is unpredictable, and adverse economic trends or other factors could negatively impact the
level of consumer spending, which could have a material adverse impact on us.
A significant portion of our revenues and gross profit is derived from a small number of large customers. The loss of any of
these customers or the inability of any of these customers to pay us could substantially reduce our revenues and profits.
A small portion of our customers account for a significant portion of net revenues. Sales to our ten largest customers accounted for
62% of total net revenues in 2024, and our top customer, Walmart, accounted for 36% of our total net revenues in 2024, 2023 and
2022. We expect that these customers will continue to represent a significant portion of our net sales in the future. Sales to our
wholesale customers are generally on a purchase order basis and not subject to long-term agreements. A decision by any of our
major wholesale customers to significantly decrease the volume of products purchased from us, cease purchases from us, cancel
orders, reduce advertising for our products or change the manner of doing business with us, whether motivated by economic
conditions, financial difficulties, competitive conditions, or otherwise, could substantially reduce net revenues and have a material
adverse effect on our results of operations, cash flows and financial condition. Our larger customers generally have the scale to
develop supply chains that enable them to change their buying patterns, or develop and market their own private label and other
Kontoor Brands, Inc. 2024 Form 10-K 9
economy brands that compete with some of our products. This ability also makes it easier for them to resist our efforts to increase
prices, reduce inventory levels and, potentially, discontinue our products. Many of our largest customers have already developed
significant private label brands under which they design and market apparel and accessories that compete directly with our products.
These retailers have assumed an increasing degree of inventory risk in their private label products and, as a result, may first cancel
advance orders with us in order to manage their own inventory levels downward during periods of unseasonable weather or weak
economic cycles. In addition, if any of our customers devote less selling space to our categories of apparel, our sales to those
customers could be reduced even if we maintain our share of their apparel business. Any such reduction in our categories of apparel
selling space could result in lower sales, and our results of operations, cash flows and financial condition may be adversely affected.
Additionally, from time to time certain customers have experienced financial and operational difficulties. For example, our wholesale
customers experienced significant business disruptions as a result of the COVID-19 pandemic and the macroeconomic pressures
that resulted from the pandemic. There can be no assurance that our wholesale or other customers have adequate financial
resources and/or access to additional capital to withstand prolonged periods of adverse economic conditions. To the extent one or
more of our largest customers experience significant financial difficulty, bankruptcy, insolvency or cease operations, this could have a
material adverse effect on our sales, our ability to collect on receivables and our results of operations, cash flows and financial
condition.
We may have difficulty in completing the acquisition of Helly Hansen, in successfully integrating it and/or in achieving the
expected growth, cost savings and/or synergies from such acquisition.
We recently announced our intent to acquire Helly Hansen, the global outdoor and workwear brand. Even though we have executed
a definitive agreement for the acquisition, there can be no assurance that we will be able to consummate the transaction. In addition,
even if we complete the acquisition, we may not be able to successfully address inherent risks in a timely manner, or at all. These
inherent risks include, among other things: failure to achieve all or any expected growth, cost savings, synergies or other anticipated
benefits of the acquisition; failure to successfully integrate the purchased operations and maintain uniform standard controls, policies
and procedures; substantial unanticipated integration costs; loss of key employees, including those of the acquired business;
diversion of management’s attention from other business concerns; failure to retain the customers of the acquired business;
additional debt and the assumption of known and potentially unknown liabilities; a potential write-off of goodwill, customer lists, other
intangibles; and amortization of expenses. If we fail to successfully integrate Helly Hansen, we may not realize all or any of the
anticipated benefits of the acquisition, and our future results of operations could be adversely affected.
Supply chain and shipping disruptions have resulted in shipping delays, an increase in transportation costs, and could
increase product costs and result in lost sales, which may have a material adverse effect on our business, results of
operations, cash flows and financial condition.
We and our third-party manufacturing partners and other vendors have experienced, and may continue to experience, supply chain
disruption and shipping disruptions. These disruptions impacted, and may continue to impact, our ability to receive materials or
products from our third-party manufacturing partners and suppliers, and to distribute our products to our customers in a cost-effective
and timely manner, increased (and may continue to increase) production lead times and raw material and product costs, and
impacted (and may continue to impact) our ability to meet customer demand, all of which could have an adverse effect on our results
of operations, cash flows and financial condition. For example, if we miss the delivery date requirements of our customers, they may
cancel orders, refuse to accept deliveries, impose non-compliance charges, demand reduced prices, or reduce future orders, any of
which could harm our results of operations, cash flows and financial condition. While we have taken steps to minimize the impact of
these disruptions by working closely with our manufacturing partners, other vendors, and customers, there can be no assurances that
further unforeseen events impacting the supply chain will not have a material adverse effect on us in the future. Additionally, the
impacts that continuing supply chain disruptions have on our manufacturers and suppliers are not within our control.
Our results of operations could be materially harmed if we are unable to accurately forecast demand for our products.
There can be no assurance that we will be able to successfully anticipate changing consumer preferences and product trends or
economic conditions, and, as a result, we may not successfully manage inventory levels to meet our future order requirements. We
often schedule internal production and place orders for products with independent manufacturers before our customers’ orders are
firm. If we fail to accurately forecast consumer demand, we may experience excess inventory levels or a shortage of product required
to meet the demand. Inventory levels in excess of consumer demand may result in inventory write-downs, the sale of excess
inventory at discounted prices or excess inventory held by our wholesale customers, which could have a negative impact on future
sales, an adverse effect on the image and reputation of our brands and negatively impact profitability. On the other hand, if we
underestimate demand for our products, our manufacturing facilities or third-party manufacturers may not be able to produce
products to meet consumer requirements, and this could result in delays in the shipment of products and lost revenues, higher costs
for expedited shipments, as well as damage to our reputation and relationships. These risks could have a material adverse effect on
our brand image as well as our results of operations, cash flows and financial condition.
10 Kontoor Brands, Inc 2024 Form 10-K
The retail industry has experienced financial difficulty that could adversely affect our business.
Historically, there have been consolidations, reorganizations, restructurings, bankruptcies and ownership changes in the retail
industry. These events could have a material adverse effect on our business. These changes could impact our opportunities in the
market and increase our reliance on a smaller number of large customers. In the future, retailers are likely to further consolidate,
undergo restructurings, reorganizations or bankruptcies, realign their affiliations or reposition their stores’ target markets. In addition,
consumers have continued to transition away from traditional wholesale retailers to large online retailers. These developments could
result in a reduction in the number of stores that carry our products, an increase in ownership concentration within the retail industry,
an increase in credit exposure to us or an increase in leverage by our customers over their suppliers.
Further, the global economy periodically experiences recessionary conditions with reduced availability of credit, increased savings
rates, declines in real estate and securities values and rising unemployment. These recessionary conditions could have a negative
impact on retail sales of apparel. The lower sales volumes, along with the possibility of restrictions on access to the credit markets,
could result in our customers experiencing financial difficulties, including store closures, bankruptcies or liquidations. This could result
in higher credit risk to us relating to receivables from our customers who are experiencing these financial difficulties. If these
developments occur, our inability to shift sales to other customers or to collect on our trade accounts receivable could have a material
adverse effect on our results of operations, cash flows and financial condition.
The apparel industry is highly competitive, and our success depends on our ability to gauge consumer preferences and
product trends, and to respond to constantly changing markets.
We compete with numerous apparel brands and manufacturers. Competition is generally based upon brand name recognition, price,
design, product quality, selection, service and purchasing convenience. Some of our competitors are larger and have more resources
than us in certain product categories and regions. In addition, we compete directly with the private label brands of our wholesale
customers. Our ability to compete within the apparel industry depends on our ability to:
•
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;
•
adapt to changes in technology, including successful utilization of data analytics, artificial intelligence and machine learning;
•
produce or procure quality products on a consistent basis; and
•
obtain sufficient retail store space and effectively present our products at retail.
Failure to compete effectively or to keep pace with rapidly changing consumer preferences, markets and product trends could have a
material adverse effect on our results of operations, cash flows and financial condition. Moreover, there have been, and continue to
be, significant shifts in the wholesale and direct-to-consumer (e-commerce and retail store) channels. We may not be able to manage
our brands within and across channels sufficiently, which could have a material adverse effect on our results of operations, cash flows
and financial condition.
Our profitability may decline as a result of increasing pressure on margins.
The apparel industry is subject to significant pricing pressure caused by many factors, including intense competition, consolidation in
the retail industry, rising commodity and conversion costs, pressure from retailers to reduce the costs of products, the impact of
inflation, elevated interest rates, tariffs, changes in consumer demand and continued or accelerated shifting to online shopping and
purchasing. Customers may increasingly seek markdown allowances, incentives and other forms of economic support. If these
factors cause us to reduce our sales prices to retailers and consumers, and we fail to sufficiently reduce our product costs or
operating expenses, our profitability will decline. This could have a material adverse effect on our results of operations, cash flows
and financial condition.
Our business and the success of our products could be harmed if we are unable to maintain the images of our brands.
Our success to date has been due in large part to the growth of our brands’ images and our customers’ connection to our brands. If
we are unable to timely and appropriately respond to changing consumer demand, including customers’ desire for sustainable
products, the names and images of our brands may be impaired. Even if we react appropriately to changes in consumer preferences,
consumers may consider our brands’ images to be outdated or associate our brands with styles that are no longer popular. In
addition, brand value is based in part on consumer perceptions on a variety of qualities, including merchandise quality and corporate
integrity. Negative claims or publicity regarding us, our brands or our products could adversely affect our reputation and sales
Kontoor Brands, Inc. 2024 Form 10-K 11
regardless of whether such claims are accurate. Social media, which accelerates the dissemination of information, can increase the
challenges of responding to negative claims. In the past, many apparel companies have experienced periods of rapid growth in sales
and earnings followed by periods of declining sales and losses. Our businesses may be similarly affected in the future. In addition, we
have sponsorship contracts with a number of athletes, musicians and celebrities and feature those individuals in our advertising and
marketing efforts. Actions taken by those individuals associated with our products could harm their reputations, which could adversely
affect the images of our brands.
Our direct-to-consumer business includes risks that could have a material adverse effect on our results of operations.
We sell merchandise direct-to-consumer through our retail stores and e-commerce sites. Our direct-to-consumer business is subject
to numerous risks that could have a material adverse effect on our results. Risks include, but are not limited to, (i) U.S. or
international resellers purchasing merchandise and reselling it overseas outside of our control, (ii) failure of the systems that operate
the stores and websites, and their related support systems, including, but not limited to, computer viruses, theft of customer
information, privacy concerns, telecommunication failures and electronic break-ins and similar disruptions, (iii) credit card and other
payment fraud and (iv) risks related to our direct-to-consumer distribution centers and processes. Risks specific to our e-commerce
business also include (i) diversion of sales from our wholesale customers, (ii) difficulty in recreating the in-store experience through
direct channels, (iii) liability for online content, (iv) changing patterns of consumer behavior and (v) intense competition from online
retailers. Our failure to successfully respond to these risks might adversely affect sales in our e-commerce business, as well as
damage our reputation and brands.
We may not succeed in our business strategy.
One of our key strategic objectives is growth. We seek to grow organically and through acquisitions. We seek to grow by expanding
our share with winning customers; stretching our brands to new regions, channels, and categories; managing costs; leveraging our
supply chain across the Company; and expanding our direct-to-consumer business with emphasis on our e-commerce business.
However, we may not be able to grow our existing businesses. For example:
•
we may not be able to transform our model to be more consumer- and retail-centric;
•
we may not be able to expand our market share with winning customers, or our wholesale customers may encounter financial
difficulties and thus reduce their purchases of our products;
•
we may not be able to expand our brands in Asia or other geographies, transform our business in certain regions or achieve the
expected results from our supply chain initiatives;
•
we may not be able to successfully achieve the expected growth or cost savings of our Wrangler® and Lee® brand platforms;
•
we may have difficulty recruiting, developing or retaining qualified employees;
•
we may not be able to achieve our direct-to-consumer expansion goals and manage our growth effectively;
•
we may not be able to offset rising commodity or conversion costs in our product costs with pricing actions or efficiency
improvements; and
•
we may have difficulty completing potential acquisitions or dispositions, 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.
Failure to implement our strategic objectives may have a material adverse effect on our business.
We are in the process of implementing Project Jeanius, which seeks to simplify and transform our processes, systems and
global operating model, and challenges with the implementation of this initiative may negatively impact our business and
operations.
We are in the process of implementing Project Jeanius, which seeks to simplify and transform our processes, systems and global
operating model, with particular focus on enhancing and optimizing our supply chain, reducing operating complexity and integrating
our business across global shared services. This initiative has involved, and will continue to involve, substantial expenditures. The
implementation of Project Jeanius may prove to be more difficult, costly or time consuming than expected, and it is possible that the
initiative will not yield the gross profit improvement and selling, general and administrative expense savings in the amounts or on the
timeline originally anticipated. Any disruptions, delays or deficiencies in the implementation of this initiative could negatively impact
our operations and adversely affect our ability to operate our business. This could have a material adverse effect on our results of
operations, cash flows and financial condition.
12 Kontoor Brands, Inc 2024 Form 10-K
We are subject to the risk that our licensees may not generate expected sales or maintain the value of our brands.
Although we generally have significant control over our licensees’ products and advertising, we rely on our licensees for, among other
things, operational and financial controls over their businesses. Failure of our licensees to successfully market licensed products or
our inability to replace existing licensees, if necessary, could adversely affect our net revenues, both directly from reduced royalties
received and indirectly from reduced sales of our other products. Risks are also associated with a licensee’s ability to:
•
obtain capital;
•
manage labor relations;
•
maintain relationships with its suppliers;
•
manage credit risk effectively;
•
maintain relationships with its customers; and
•
adhere to our global compliance principles.
In addition, we rely on our licensees to help preserve the value of our brands. Although we attempt to protect our brands through
contractual approval rights over design, production processes, quality, packaging, merchandising, distribution, advertising and
promotion of our licensed products, we cannot completely control the use of our licensed brands by our licensees. The misuse of a
brand by a licensee, including through the marketing of products under one of our brand names that do not meet our quality
standards, could have a material adverse effect on that brand and on us.
Our revenues and cash requirements are affected by seasonality.
Our business is typically affected by seasonal trends, with a higher proportion of net revenues and operating cash flows generated
during the second half of the fiscal year, which typically includes the back-to-school and holiday selling seasons. Poor sales in the
second half of the fiscal year would have a material adverse effect on our full-year operating results and cause higher inventories. In
addition, fluctuations in sales and operating income in any fiscal quarter are affected by the timing of seasonal wholesale shipments
and other events affecting retail sales.
The loss of members of our executive management and other key employees could have a material adverse effect on our
business.
We depend on the services and management experience of our executive officers and business leaders who have substantial
experience and expertise in our business. The unexpected loss of services of one or more of these individuals could have a material
adverse effect on us. Our future success also depends on our ability to recruit, retain and engage our personnel sufficiently.
Competition for experienced and well-qualified personnel is intense, and we may not be successful in attracting and retaining such
personnel.
PRODUCT, MANUFACTURING AND DISTRIBUTION-RELATED RISKS
We use third-party suppliers and manufacturing facilities worldwide for a substantial portion of our raw materials and
finished products, which poses risks to our business operations.
During 2024, approximately 70% of our units were purchased from independent manufacturers primarily located in Asia, with
substantially all of the remainder produced by company-owned and -operated manufacturing facilities located in Mexico. Any of the
following could impact our ability to produce or deliver our products or our cost of producing or delivering products and, as a result,
our profitability:
•
political or labor instability in countries where our facilities, contractors and suppliers are located;
•
changes in local economic conditions, including as a result of macroeconomic pressures or geopolitical events, in countries
where our facilities, contractors and suppliers are located;
•
imposition of tariffs, duties, taxes and other charges on imports;
•
political or military conflict could cause a delay in the transportation of raw materials and products to us and an increase in
transportation costs;
•
disruption at domestic and foreign ports of entry or with shipping routes could cause delays in product availability and increase
transportation times and costs;
•
heightened terrorism or 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;
Kontoor Brands, Inc. 2024 Form 10-K 13
•
decreased scrutiny by customs officials for counterfeit goods, leading to more counterfeit goods and reduced sales of our
products, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands;
•
disruptions at suppliers and manufacturing or distribution facilities caused by natural and man-made disasters;
•
epidemics or other public health crises have resulted and could in the future result in closed factories, reduced workforces,
scarcity of raw materials and scrutiny or embargo of our 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; and
•
imposition or the repeal of laws that affect intellectual property rights.
Although no single supplier is critical to our overall production needs, if we were to lose a supplier it could result in interruption of
finished goods shipments to us, cancellation of orders by customers and termination of relationships. This, along with the damage to
our reputation, could have a material adverse effect on our net revenues and, consequently, our results of operations, cash flows and
financial condition.
In addition, although we audit our third-party material suppliers and contracted manufacturing facilities and set strict compliance
standards, actions by a third-party supplier or manufacturer that fail to comply could expose us to claims for damages, financial
penalties and reputational harm, any of which could have a material adverse effect on our business and operations.
If we encounter problems with our distribution system, our ability to deliver our products to the market could be adversely
affected.
We rely on owned or independently-operated distribution facilities to warehouse and ship product to our customers. Our distribution
system includes computer-controlled and automated equipment, which may be subject to a number of risks related to security or
computer viruses, the proper operation of software and hardware, power interruptions or other system failures. Because substantially
all of our products are distributed from a relatively small number of locations, our operations could also be interrupted by public health
crises or natural or man-made disasters like earthquakes, floods or fires affecting our distribution centers. We maintain business
interruption insurance, but it may not adequately protect us from the adverse effects that could be caused by significant disruptions in
our distribution facilities, such as the long-term loss of customers or an erosion of brand image. In addition, our distribution capacity is
dependent on the timely performance of services by third parties, including the transportation of product to and from our distribution
facilities. Transportation of our products may be interrupted due to events such as marine disasters, bad weather or natural disasters,
mechanical or electrical failures, public health crises, grounding, capsizing, fire, explosions and collisions, piracy, cyber-attacks,
human error and war and terrorism resulting in delays, damages or losses. If we encounter problems with our distribution system, our
ability to meet customer expectations, manage inventory, complete sales and achieve operating efficiencies could be materially
adversely affected.
We rely on a limited number of North American mills for raw material sourcing, and we may not be able to obtain raw
materials on a timely basis or in sufficient quantity or quality.
We rely on a limited number of North American third-party suppliers for raw materials. Such products may be available, in the short-
term, from only one or a very limited number of sources. In 2024, approximately 56% of our raw materials were provided by our top
three suppliers in North America. We have no long-term contracts with our suppliers or manufacturing sources, and we compete with
other companies for raw materials, production and quota capacity. We may experience a significant disruption in the supply of raw
materials from current sources, or in the event of a disruption, we may be unable to locate alternative materials suppliers of
comparable quality at an acceptable price or at all. In addition, if we experience significant increased demand, or if we need to
replace an existing supplier or manufacturer due to consolidation, closure or otherwise, we may be unable to locate additional
supplies of raw materials or additional manufacturing capacity on terms that are acceptable to us, or at all, or we may be unable to
locate any supplier or manufacturer with sufficient capacity to meet our requirements or to fill our orders in a timely manner.
Identifying a suitable supplier is an involved process that requires us to become satisfied with their quality control, responsiveness
and service, financial stability and labor and other ethical practices. Even if we are able to expand existing or find new manufacturing
sources, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers and
manufacturers in our methods, products and quality control standards. Delays related to supplier changes could also arise due to an
increase in shipping times if new suppliers are located farther away from our markets or from other participants in our supply chain.
Any delays, interruption or increased costs in the supply of raw materials or manufacture of our products could have a material
adverse effect on our ability to meet customer demand for our products and could result in lower net revenue and income from
operations both in the short and long term.
14 Kontoor Brands, Inc 2024 Form 10-K
We may be adversely affected by unseasonal or severe weather conditions.
Our business may be adversely affected by unseasonal or severe weather conditions. Periods of unseasonably warm weather in the
fall or winter, or periods of unseasonably cool and wet weather in the spring or summer, can negatively impact retail traffic and
consumer spending. In addition, severe weather events such as snowstorms or hurricanes typically lead to temporarily reduced retail
traffic. Physical risks from climate change may result in these weather events occurring more often and more acutely. Any of these
conditions could result in negative point-of-sale trends for our merchandise and reduced replenishment shipments to our wholesale
customers.
INFORMATION TECHNOLOGY RISKS
We rely significantly on information technology. Any inadequacy, interruption, integration failure or security failure of this
technology could harm our ability to effectively operate our business or report our financial results accurately or timely.
Our ability to effectively manage and operate our business and report our financial results accurately and timely depends significantly
on information technology systems. We rely heavily on information technology to track sales and inventory, manage our supply chain
and support our accounting and financial reporting processes. We are also dependent on information technology, including the
internet, for our direct-to-consumer sales, including our e-commerce operations and retail business credit card transaction
authorizations. Despite our preventative efforts, our systems and those of our third-party service providers may be vulnerable to
damage, failure or interruption due to viruses, data security incidents, technical malfunctions, natural disasters or other causes, or in
connection with upgrades to our systems or the implementation of new systems. The failure of these systems to operate effectively,
improper design or configuration, problems with transitioning to upgraded or replacement systems, our inability to keep up with rapid
technological change (including the successful utilization of data analytics, artificial intelligence and machine learning), difficulty in
integrating new systems or systems of acquired businesses or a breach in security of these systems could adversely impact the
operations of our business, including management of inventory, ordering and replenishment of products, manufacturing and
distribution of products, e-commerce operations, retail business credit card transaction authorization and processing, tracking and
recording of accounting transactions, corporate email communications and our interaction with the public on social media.
We are subject to data security and privacy risks that could negatively affect our business operations, results of operations
or reputation.
In the normal course of business, we collect, store, use, process, disclose and transmit (“Process”) certain sensitive, personal,
regulated and/or confidential employee and customer information, including credit card and other payment information, over public
networks. There is a significant concern by consumers and employees over the security of personal information, including with
respect to identity theft and user privacy. Cyber-attacks, including phishing and other forms of social engineering, denial-of-service
attacks and the deployment of ransomware and other malware, are increasingly sophisticated and may utilize artificial intelligence,
and if unauthorized parties gain access to our networks or databases, or those of our third-party service providers, they may be able
to steal, access, publish, use, delete or modify confidential and sensitive information, including credit card information and personal
information, that we have obligations to protect. Despite the security measures we currently have in place and our commitment to risk
management practices, our facilities and systems and those of our third-party service providers may be vulnerable to, and unable to
anticipate, detect or mitigate, data security breaches and other cybersecurity incidents. In addition, employees or third-party service
providers may intentionally or inadvertently cause data security breaches, through failing to follow polices or otherwise, that result in
the unauthorized access to or release or use of personal, sensitive or confidential information. We take, and require our third-party
service providers that Process personal, confidential or sensitive information on our behalf to take, measures designed to protect
such information and comply with applicable laws, regulations and industry standards related to information security and privacy.
However, we cannot control the efforts of third-party service providers and cannot guarantee the compliance of their systems and
processes. We and our customers could suffer harm if valuable business data or employee, customer and proprietary information
were corrupted, lost, accessed or misappropriated by third parties due to a security failure in our systems or one of our third-party
service providers. It could require significant expenditures to remediate any such failure or breach, severely damage our reputation
and our relationships with customers, result in unwanted media attention and lost sales and expose us to risks of litigation and
liability. In addition, as a result of security breaches at a number of prominent retailers, the media and public scrutiny of information
security and privacy has become more intense and the regulatory environment has become increasingly uncertain, rigorous and
complex. As a result, we may incur significant costs to comply with current and future state, federal and international laws regarding
the protection and unauthorized disclosure of personal and other sensitive information such as the General Data Protection
Regulation in the European Union, the United Kingdom General Data Protection Regulation, and state laws in the U.S. related to
information security and privacy such as the California Consumer Privacy Act and China's Personal Information Protection Law. As
the regulatory environment relating to information security and privacy becomes increasingly more demanding with many new
requirements surrounding the processing and protection of personal, confidential and sensitive information, the increased complexity
in these types of laws and inherent conflicts between jurisdictions may result in our inability or failure to comply with applicable
requirements, despite our focus and efforts. Any failure to comply with the laws and regulations surrounding the protection of personal
information could subject us to legal and reputational risks, including significant fines for non-compliance, any of which could have a
negative impact on revenues and profits.
Kontoor Brands, Inc. 2024 Form 10-K 15
LEGAL, COMPLIANCE, AND SUSTAINABILITY RISKS
Changes to trade policy, including tariff and import/export regulations, may have a material adverse effect on our results of
operations, cash flows and financial condition.
Changes in policies governing foreign trade and manufacturing in the countries where we currently sell our products or conduct our
business could adversely affect our business. The U.S. government has instituted and proposed changes in trade policies that
include the imposition of higher tariffs on imports into the U.S., the negotiation or termination of trade agreements, economic
sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S. and other
countries where we conduct our business. It may be time-consuming and expensive for us to alter our operations in order to adapt to
or comply with any such changes.
Tariffs and other changes in U.S. trade policy have in the past and could continue to trigger retaliatory actions by affected countries,
and certain foreign governments have instituted or are considering imposing retaliatory measures on certain U.S. goods. We do a
significant amount of business that would be impacted by changes to the trade policies of the U.S. and foreign countries (including
governmental action related to tariffs, international trade agreements, or economic sanctions). Such changes have the potential to
adversely impact the U.S. economy or certain sectors thereof, our industry and the global demand for our products, and as a result,
could have a material adverse effect on our results of operations, cash flows and financial condition.
Our operations and earnings may be affected by legal, regulatory, political and economic risks.
Our ability to maintain the current level of operations in our existing markets and to capitalize on growth in existing and new markets
is subject to legal, regulatory, political and economic risks. These include proximity to countries in turmoil, shifts in local societal/
cultural climates, change in local perceptions of foreign operators and uncertainty ahead of elections or regime changes, the burdens
of complying with U.S. and international laws and regulations, changes in regulatory requirements and the economic uncertainty
associated with political developments. In addition, shocks to the economy of a country where we operate and/or critical residual
shocks to the apparel/garment sector industry as a whole can have an outsize impact. Changes in regulatory, geopolitical policies or
conditions and other factors may adversely affect our business or may require us to modify our current business practices. While
enactment of any such change is not certain, if such changes were adopted, our costs could increase, which could have a material
adverse effect on our results of operations, cash flows and financial condition.
Climate change, and related legislative and regulatory responses to climate change, may adversely impact our business.
There is significant concern that a gradual rise in global average temperatures due to increased concentration of carbon dioxide and
other greenhouse gases in the atmosphere will cause substantial changes in weather patterns around the globe, an increase in the
frequency, severity and duration of extreme weather conditions and natural disasters, and water scarcity and poor water quality.
Physical risks related to these events could adversely impact the cultivation of cotton, which is a key resource in the production of our
products, disrupt the operation of our supply chain and the productivity of our contract manufacturers, increase our production costs,
impose capacity restraints and impact the types of apparel products that consumers purchase. These events could also compound
economic conditions and impact consumer confidence and discretionary spending. As a result, the physical effects of climate change
could have a long-term adverse impact on our business, results of operations, cash flows and financial condition.
In many countries, governmental bodies are enacting new or additional legislation and regulations to reduce or mitigate the potential
impacts of climate change. Compliance with these laws and regulations, as well as voluntary steps to reduce or mitigate our impact
on climate change, may subject us, our suppliers or our contract manufacturers to transition risks such as increases in energy,
production, transportation and raw material costs, capital expenditures or insurance premiums and deductibles, which could
adversely impact our operations. Inconsistency of legislation and regulations among jurisdictions may also affect the costs of
compliance with such laws and regulations. Any assessment of the potential impact of future climate change legislation, regulations
or industry standards, as well as any international treaties and accords, is uncertain given the wide scope of potential regulatory
change in the countries in which we operate.
Sustainability issues and regulations, including those related to climate change, and stakeholder response thereto may
have an adverse effect on our business, financial condition and results of operations and damage our reputation.
Companies across all industries are facing increasing scrutiny relating to their sustainability practices and policies. The landscape
related to sustainability regulation, compliance, and reporting is constantly evolving, including expanding in scope and complexity. For
example, the SEC, the State of California, and the European Commission have published proposed or final rules, including the
European Commission's Corporate Sustainability Reporting Directive, that would require significantly increased disclosures related to
climate change and other issues. We may experience significant future cost increases associated with regulatory compliance for
sustainability matters, including fees, licenses, reporting, and the cost of capital improvements for our operating facilities to meet
environmental regulatory requirements. Increased focus and activism related to sustainability may hinder our access to capital or
negatively impact our stock price, as investors may reconsider their capital investment based on their assessment of our
sustainability practices and policies. In particular, investor advocacy groups, institutional investors, shareholders, employees,
consumers, customers, regulators, proxy advisory services and other market participants have increasingly focused on sustainability
practices and policies of companies. These stakeholders have placed increased importance on sustainability practices and their
effect on companies from an investor, consumer, customer or employee perspective. If our sustainability practices do not meet
16 Kontoor Brands, Inc 2024 Form 10-K
investor or other stakeholder expectations and standards or evolving regulatory requirements, our stock price, brand, sales, ability to
access capital markets, reputation and employee retention, among other things, may be negatively affected.
In addition, we have published goals across a range of sustainability areas. Although we intend to meet these goals, we may be
required to expend significant resources to do so, which could increase our operational costs. In addition, we could be criticized for
the scope or nature of these goals, or for any revisions to our goals. Moreover, we may determine that it is in the best interests of our
Company and our shareholders to prioritize other business, social, governance or sustainable investments over the achievement of
our current goals based on economic or technological developments, regulatory and social factors, business strategy or pressure
from investors, activist groups or other stakeholders. If we do not adapt to or comply with new sustainability regulations, such as
those related to climate change, carbon emissions and related sustainability disclosure requirements, or fail to meet our goals or
evolving investor, industry or stakeholder expectations and standards, or if we are perceived (whether or not valid) to have not
responded appropriately to the growing and various concerns for sustainability issues, customers and consumers may choose to stop
purchasing our products or purchase products from a competitor, and our reputation, business or financial results may be adversely
affected. Further, if we incur adverse publicity and reaction from investors, activist groups or other stakeholders related to our
sustainability efforts and goals, the perception of us and our products and services by current and potential customers, as well as
investors, could be adversely impacted which could adversely impact our business and financial results.
Changes in tax laws could increase our worldwide tax rate and materially affect our financial position and results of
operations.
As a global business, we are subject to taxation in the U.S. and numerous foreign jurisdictions. Many jurisdictions in which we
operate are discussing potential changes to their respective taxation regimes, have issued proposed regulations or are adopting
additional regulations. Any changes in tax laws in one or more of these jurisdictions could adversely impact our business and financial
results.
The Organisation for Economic Co-operation and Development (“OECD”) in a joint initiative with G20, has developed a two-pillar
framework on Base Erosion and Profit Shifting (“BEPS”). Pillar One contains revised profit allocation and nexus rules while Pillar Two
provides proposed global anti-base erosion (“GloBE”) rules. The GloBE rules implement a new global minimum tax of 15% on all
large multinational corporations with revenues above certain thresholds. Under Pillar Two, adopting countries have the right to
impose “top-up taxes” on low-taxed foreign income earned by multinational companies to which they have a connection, up to the
agreed 15%. These new global minimum tax rules began taking place in 2024. Certain countries in which we operate have adopted
legislation or are in the process of introducing legislation to implement Pillar Two. The Company will continue to monitor the
developing laws and regulations.
We may have additional tax liabilities.
As a global company, we determine our income tax liability in various tax jurisdictions based on an analysis and interpretation of local
tax laws and regulations. This analysis requires a significant amount of judgment and estimation and is often based on various
assumptions about the future actions of the local tax authorities. These determinations are the subject of periodic U.S. and
international tax audits. Although we accrue for uncertain tax positions, our accrual may be insufficient to satisfy unfavorable findings.
Unfavorable audit findings and tax rulings may result in payment of taxes, fines and penalties for prior periods and higher tax rates in
future periods, which may have a material adverse effect on our results of operations, cash flows or financial condition.
Our business is subject to national, state and local laws and regulations for environmental, consumer protection,
employment, data protection, privacy, safety and other matters. The costs of compliance with, or the violation of, such laws
and regulations by us or by independent suppliers who manufacture products for us could have a material adverse effect
on our operations, cash flows and financial condition, as well as on our reputation.
Our business is subject to comprehensive national, state and local laws and regulations on a wide range of environmental, consumer
protection, employment, data protection, privacy, safety and other matters. We could be adversely affected by costs of compliance
with or violations of those laws and regulations. In addition, while we do not control their business practices, we require third-party
suppliers to operate in compliance with applicable laws, rules and regulations regarding working conditions, employment practices
and environmental compliance. The costs of products purchased by us from independent contractors could increase due to the costs
of compliance by those contractors.
Failure by us or our third-party suppliers to comply with such laws and regulations, as well as with ethical, social, product, labor and
environmental standards, or related political considerations, could result in interruption of finished goods shipments to us, cancellation
of orders by customers and termination of relationships. If one of our independent contractors violates labor or other laws,
implements labor or other business practices or takes other actions that are generally regarded as unethical, it could jeopardize our
reputation and potentially lead to various adverse consumer actions, including boycotts that may reduce demand for our
merchandise. Damage to our reputation or loss of consumer confidence for any of these or other reasons could have a material
adverse effect on our results of operations, cash flows and financial condition, as well as require additional resources to rebuild our
reputation.
Kontoor Brands, Inc. 2024 Form 10-K 17
We may be unable to protect, enforce or defend our trademarks and other intellectual property rights.
Our trademarks, trade names, patents and other intellectual property rights are important to our success and our competitive position.
We are susceptible to others copying our products and infringing, misappropriating or otherwise violating our intellectual property
rights, especially with the shift in product mix to higher-priced brands and innovative new products in recent years.
Actions we have taken to establish and protect our intellectual property rights may not be adequate to prevent copying of our
products by others, or to prevent others from seeking to invalidate our trademarks or block sales of our products as a violation of the
trademarks and intellectual property rights of others. In addition, unilateral actions in the U.S. or other countries, including changes to
or the repeal of laws recognizing trademark or other intellectual property rights, could have an impact on our ability to enforce those
rights.
Some of our brands, such as Wrangler® and Lee®, enjoy significant worldwide consumer recognition. The higher pricing of those
products creates additional risk of counterfeiting and infringement, misappropriation or other violation by third parties. The
counterfeiting of our products or the infringement, misappropriation or other violation of our intellectual property rights by third parties
could diminish the value of our brands and adversely affect our net revenues.
The value of our intellectual property could diminish if others assert rights in or ownership of our trademarks and other intellectual
property rights, or trademarks that are similar to our trademarks. We may be unable to successfully resolve these types of conflicts to
our satisfaction. In some cases, there may be trademark owners who have prior rights to our trademarks because the laws of certain
foreign countries may not protect intellectual property rights to the same extent as do the laws of the U.S. In other cases, there may
be holders who have prior rights to similar trademarks.
There have been, and there may in the future be, opposition and cancellation proceedings from time to time with respect to some of
our intellectual property rights. In some cases, litigation may be necessary to protect or enforce our trademarks and other intellectual
property rights. Furthermore, third parties may assert intellectual property claims against us, and we may be subject to liability,
required to enter into costly license agreements, if available at all, required to rebrand our products and/or prevented from selling
some of our products if third parties successfully oppose or challenge our trademarks or successfully claim that we infringe,
misappropriate or otherwise violate their trademarks, copyrights, patents or other intellectual property rights. Bringing or defending
any such claim, regardless of merit, and whether successful or unsuccessful, could be expensive and time-consuming and have a
negative effect on our business, reputation, results of operations and financial condition.
Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other
adverse consequences.
We are subject to the United States Foreign Corrupt Practices Act, in addition to the anti-bribery, anti-corruption, and anti-money
laundering laws of the foreign jurisdictions in which we operate, such as the U.K. Bribery Act. Although we implement policies and
procedures designed to promote compliance with these laws and audit our third-party material suppliers and contracted
manufacturing facilities, our employees, contractors and agents, as well as those companies to which we outsource certain of our
business operations, may take actions in violation of our policies. Any such violation, or allegations of such violation, could result in
sanctions or other penalties and have an adverse effect on our business, reputation and operating results.
FINANCIAL RISKS
Fluctuations in wage rates and the price, availability and quality of raw materials, including commodity costs and finished
goods, could increase costs.
Fluctuations in the price, availability and quality of fabrics such as denim, including cottons, blends, synthetics and wools, or other
raw materials used by us in our manufactured products, or of purchased finished goods, could have a material adverse effect on our
cost of goods sold and/or our ability to meet our customers’ demands. The prices we pay depend on demand and market prices for
the raw materials used to produce them. The price and availability of such raw materials may fluctuate significantly, depending on
many factors, including general economic conditions and demand, supply chain disruptions, crop yields, energy prices, weather
patterns, freight rates and speculation in the commodities markets. Prices of purchased finished products also depend on wage rates
in Asia and other geographic areas where our independent contractors are located, as well as freight costs from those regions.
Inflation can also have a long-term impact on us because increasing costs of materials and labor may impact our ability to maintain
satisfactory margins. For example, the cost of the materials that are used in our manufacturing process, such as oil-related
commodity prices and other raw materials, such as cotton, dyes and chemicals, and other costs, such as fuel, energy and utility
costs, can fluctuate as a result of inflation and other factors. Similarly, a significant portion of our products are manufactured in other
countries, and declines in the value of the U.S. dollar may result in higher manufacturing costs. In addition, fluctuations in wage rates
required by legal or industry standards could increase our costs. In the future, we may not be able to offset cost increases with other
cost reductions or efficiencies or pass higher costs on to our customers. This could have a material adverse effect on our results of
operations, liquidity and financial condition.
18 Kontoor Brands, Inc 2024 Form 10-K
Our business is exposed to the risks of foreign currency exchange rate fluctuations. Our hedging strategies may not be
effective in mitigating those risks.
Approximately 20% of our total net revenues in 2024 are derived from markets outside the U.S. Most of our international businesses
operate in functional currencies other than the U.S. dollar. Changes in currency exchange rates affect the U.S. dollar value of the
foreign currency-denominated amounts at which our international businesses purchase products, incur costs or sell products. In
addition, for our U.S.-based businesses, the majority of products are sourced from independent contractors or our manufacturing
facilities located in foreign countries. As a result, the costs of these products are affected by changes in the value of the relevant
currencies. Furthermore, much of our licensing net revenue is derived from sales in foreign currencies. Changes in foreign currency
exchange rates could have an adverse impact on our results of operations, cash flows and financial condition.
In accordance with our operating practices, we hedge a significant portion of our foreign currency transaction exposures arising in the
ordinary course of business to reduce risks in our cash flows and earnings. Our hedging strategy may not be effective in reducing all
risks, and no hedging strategy can completely insulate us from foreign exchange risk.
Further, our use of derivative financial instruments may expose us to counterparty risks. Although we only enter into hedging
contracts with counterparties having investment grade credit ratings, it is possible that the credit quality of a counterparty could be
downgraded or a counterparty could default on its obligations, which could have a material adverse impact on our results of
operations, cash flows and financial condition.
Our balance sheet includes goodwill and intangible assets. A decline in the fair value of a business unit or of an intangible
asset could result in an asset impairment charge, which would be recorded as an operating expense in our statement of
operations.
Our policy is to evaluate goodwill and indefinite-lived intangible assets for possible impairment as of the beginning of the fourth
quarter of each year, or whenever events or changes in circumstances indicate that the fair value of such assets may be below their
carrying amount. In addition, intangible assets that are being amortized are tested for impairment whenever events or circumstances
indicate that their carrying value may not be recoverable. For these impairment tests, we use various valuation methods to estimate
the fair value of our business units and intangible assets. If the fair value of an asset is less than its carrying value, we would
recognize an impairment charge for the difference.
It is possible that we could have an impairment charge for goodwill or trademark and trade name intangible assets in future periods if
(i) macroeconomic conditions and/or geopolitical events in future years worsen from our current assumptions, (ii) business conditions
or our strategies for a specific business unit or brand change from our current assumptions, (iii) investors require higher rates of
return on equity investments in the marketplace or (iv) enterprise values of comparable publicly traded companies, or of actual sales
transactions of comparable companies, were to decline, resulting in lower comparable multiples of net revenues and earnings before
interest, taxes, depreciation and amortization and, accordingly, lower implied values of goodwill and intangible assets. Although a
charge would be non-cash, a future impairment charge for goodwill or intangible assets could have a material effect on our results of
operations or financial condition.
Our ability to obtain short-term or long-term financing on favorable terms, if needed, could be adversely affected by
geopolitical events and volatility in the capital markets.
Any disruption in the capital markets, including as a result of macroeconomic pressures and/or geopolitical events like the conflicts in
Ukraine and the Middle East, could limit the availability of funds or the ability or willingness of financial institutions or investors to
extend capital in the future. This could adversely affect our liquidity and funding resources and/or significantly increase our cost of
capital. An inability to access capital and credit markets may have a material adverse effect on our results of operations, cash flows
and financial condition.
Our failure to maintain satisfactory credit ratings could adversely affect our liquidity, capital position, borrowing costs and
access to capital markets.
Any downgrades in our credit ratings by the major independent rating agencies could increase the cost of borrowing under any
indebtedness we may incur. There can be no assurance that we will be able to maintain our credit ratings, and any additional actual
or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under review for a
downgrade, may have a negative impact on our liquidity, capital position and access to capital markets.
Kontoor Brands, Inc. 2024 Form 10-K 19
We have debt obligations, including our senior notes, that could restrict our business and adversely impact our results of
operations, cash flows or financial condition.
On November 18, 2021, we entered into an indenture (the “Indenture”) pursuant to which we issued $400.0 million of unsecured
senior notes due 2029, bearing interest at a rate of 4.125% per annum and concurrently entered into an amended and restated credit
agreement (the “Credit Agreement”), which provides for (i) a five-year $400.0 million term loan A facility and (ii) a five-year $500.0
million revolving credit facility, with the lenders and agents party thereto. The Indenture and the Credit Agreement contain a number of
restrictive covenants customary for these types of financings that impose restrictions on us and may limit our ability to operate our
business and may limit our ability to react to market conditions or take advantage of potential business opportunities that may arise,
including restrictions on our ability to:
•
incur additional indebtedness and guarantee indebtedness;
•
pay dividends or make other distributions or repurchase or redeem capital stock;
•
prepay, redeem or repurchase certain debt;
•
issue certain preferred stock or similar equity securities;
•
make loans and investments;
•
sell assets;
•
incur liens on assets;
•
enter into transactions with affiliates;
•
alter the businesses we conduct;
•
enter into agreements restricting our subsidiaries’ ability to pay dividends; and
•
consolidate, merge or sell all or substantially all of our assets.
If the Company fails to comply with any covenants or restrictions under the Indenture or the Credit Agreement, it could result in an
event of default under the applicable indebtedness, which may allow the creditors to accelerate the related debt, and may result in the
acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In the event our lenders or noteholders
accelerate the repayment of our borrowings, this could restrict our future business strategies and could adversely impact our future
results of operations, cash flows or financial condition and we and our subsidiaries may not have sufficient assets to repay that
indebtedness.
Any of the above-listed factors could have a material adverse effect on our results of operations, cash flows and financial condition.
We may also incur substantial additional indebtedness in the future.
RISKS RELATING TO OUR COMMON STOCK
The price of our common stock has fluctuated significantly and may continue to fluctuate significantly.
The market price of our common stock has fluctuated significantly, and may continue to fluctuate significantly, due to a number of
factors, many of which are beyond our control, including:
•
Fluctuations in our quarterly or annual earnings results or those of other companies in our industry;
•
Failures of our operating results to meet the estimates of securities analysts or the expectations of our shareholders, or changes
by securities analysts in their estimates of our future earnings;
•
Significant changes announced by our customers, suppliers or competitors;
•
Changes in market valuations or earnings of other companies in our industry;
•
Changes in laws or regulations which adversely affect our industry or us;
•
General economic, industry and stock market conditions, including inflation and elevated interest rates;
•
Future significant sales of our common stock by our shareholders or the perception in the market of such sales;
•
Future issuances of our common stock by us; and
•
The other factors described in these “Risk Factors” and elsewhere in this Annual Report on Form 10-K.
20 Kontoor Brands, Inc 2024 Form 10-K
These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or
prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common
stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have instituted securities class
action litigation against the company that issued the stock. If any of our shareholders brought a lawsuit against us, we could incur
substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.
The trading market for our common stock may also be influenced by the research and reports that industry or securities analysts
publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us
regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their
expectations, our stock price could decline.
Provisions in our articles of incorporation and bylaws and certain provisions of North Carolina law could delay or prevent a
change in control of Kontoor.
The existence of certain provisions of our articles of incorporation and bylaws and North Carolina law could discourage, delay or
prevent a change in control of Kontoor that a shareholder may consider favorable. These include provisions:
•
Providing the right to our Board of Directors to issue one or more classes or series of preferred stock without shareholder
approval;
•
Authorizing a large number of shares of stock that are not yet issued, which would allow our Board of Directors to issue shares to
persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute
the stock ownership of persons seeking to obtain control of us;
•
Prohibiting shareholders from calling special meetings of shareholders and requiring unanimous shareholder action by written
consent; and
•
Establishing advance notice and other requirements for nominations of candidates for election to our Board of Directors or for
proposing matters that can be acted on by shareholders at our annual shareholder meetings.
We believe these provisions will protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential
acquirers to negotiate with our Board of Directors and by providing our Board of Directors with more time to assess any acquisition
proposal. These provisions are not intended to make us immune from takeovers. However, these provisions apply even if a takeover
offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our Board of Directors
determines is not in our and our shareholders’ best interests.
Our articles of incorporation designate North Carolina as the exclusive forum for certain litigation that may be initiated by
our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us and
limit the market price of our common stock.
Pursuant to our articles of incorporation, to the fullest extent permitted by law, and unless we consent in writing to the selection of an
alternative forum, the North Carolina Business Court (or another state or federal court located in North Carolina, if a dispute does not
qualify for designation to the North Carolina Business Court or the North Carolina Business Court otherwise lacks jurisdiction) shall
be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of
breach of a fiduciary duty owed by any of our directors or officers or other employees to us or our shareholders; (iii) any action
asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of North Carolina
law or our articles of incorporation or our bylaws; or (iv) any action asserting a claim against us or any director or officer or other
employee of ours relating to the internal affairs doctrine. Our articles of incorporation further provide that if an action described in the
preceding sentence is filed in a court other than as specified above in the name of any shareholder, such shareholder is deemed to
have consented to (i) personal jurisdiction before any state or federal court located in North Carolina, as appropriate, in connection
with any action brought in any such court to enforce our articles of incorporation and (ii) having service of process made upon such
shareholder in any such action by service upon such shareholder’s counsel in the action as agent for such shareholder. The forum
selection clause in our articles of incorporation may limit our shareholders’ ability to obtain a favorable judicial forum for disputes with
us and limit the market price of our common stock.
Kontoor Brands, Inc. 2024 Form 10-K 21
We cannot assure shareholders that our Board of Directors will declare dividends or that we will repurchase shares in the
foreseeable future.
While we currently return capital to shareholders through quarterly cash dividends, our Board of Directors may not declare dividends
in the future or may decrease the amount of a dividend as compared to a prior period. In addition, our Board of Directors has
implemented a share repurchase program. However, the declaration and amount of any future dividends and the limits of our share
repurchase program will be determined and subject to authorization by our Board of Directors and the execution of share
repurchases will be determined by management, and will be dependent upon multiple factors including our financial condition,
earnings, cash flows, capital requirements, our ability to obtain debt and equity financing on acceptable terms as contemplated by our
growth strategy and the terms of our outstanding indebtedness, legal requirements, regulatory constraints, industry practice and any
other factors or considerations that our Board of Directors and management, as applicable, deems relevant. We may incur expenses
or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available for
distribution as dividends or to repurchase shares, including as a result of the risks described herein. Any failure to pay dividends or
repurchase shares, or pay dividends or conduct share repurchases at expected levels, may negatively impact our reputation, investor
confidence in us and negatively impact the price of our Common Stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 1C. CYBERSECURITY.
The Company’s Board of Directors recognizes the critical importance of maintaining the trust and confidence of our customers,
clients, business partners and employees. The Board of Directors is actively involved in oversight of the Company’s risk management
program, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management
(“ERM”). The Company’s cybersecurity policies, standards, processes and procedures are fully integrated into the Company’s
information technology practices and are based on recognized frameworks established by the National Institute of Standards and
Technology, the International Organization for Standardization and other applicable industry standards. In general, the Company
seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the
confidentiality, integrity and availability of the information that the Company collects and stores by identifying, preventing and
mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
Risk Management and Strategy
As one of the critical elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on the
following key areas:
•
Governance
As discussed in more detail below under the heading “Governance,” the Board of Directors' oversight of cybersecurity risk
management is led by the Audit Committee of the Board of Directors (the “Audit Committee”), which interacts quarterly with the
Company’s ERM function, the Company’s Chief Information Security Officer (“CISO”), other members of management and relevant
management committees and councils.
•
Collaborative Approach
The Company has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity
threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity
incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely
manner. In the event the Company experiences a cybersecurity incident, it will take steps to contain, assess and remediate the
incident.
•
Technical Safeguards
The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity
threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are
evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.
•
Incident Response and Recovery Planning
The Company has established and maintains comprehensive incident response and recovery plans that fully address the Company’s
response to a cybersecurity incident, and such plans are tested and evaluated on a regular basis.
22 Kontoor Brands, Inc 2024 Form 10-K
•
Third-Party Risk Management
The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third
parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third
parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.
•
Education and Awareness
The Company provides regular, mandatory training for personnel regarding cybersecurity threats as a means to equip the Company’s
personnel with effective tools to address cybersecurity threats, and to communicate the Company’s evolving information security
policies, standards, processes and practices.
The Company engages in the periodic assessment and testing of the Company’s policies, standards, processes and practices that
are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, including audits,
assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of
our cybersecurity measures and planning. The Company regularly engages third parties to perform assessments on our
cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information
security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to the
Audit Committee and the Board of Directors, and the Company adjusts its cybersecurity policies, standards, processes and practices
as necessary based on the information provided by these assessments, audits and reviews.
Governance
The Audit Committee, under the oversight of the Board of Directors, oversees the Company’s ERM process, including the
management of risks arising from cybersecurity threats. The Board of Directors and the Audit Committee each receive regular
presentations and reports on cybersecurity risks, which address a wide range of topics including recent developments, evolving
standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and
information security considerations arising with respect to the Company’s peers and third parties. The Board of Directors and the
Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting
thresholds, as well as ongoing updates regarding any such incident until it has been addressed.
The CISO, in coordination with the Chief Information Officer (“CIO”), works collaboratively across the Company to implement a
program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any
cybersecurity incidents in accordance with the Company’s incident response and recovery plans. To facilitate the success of the
Company’s cybersecurity risk management program, multidisciplinary teams throughout the Company are deployed to address
cybersecurity threats and to respond to cybersecurity incidents. Through ongoing communications with these teams, the CISO
monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time and reports such
threats and incidents to the Audit Committee and the Board of Directors when appropriate.
The CISO has served in various roles in information technology and information security for over 25 years, including serving as the
Chief Information Security Officer of two large international companies. The CISO holds an undergraduate degree in business and a
master's degree in business administration. The CISO also has attained the professional certification of Certified Information Systems
Security Professional (CISSP). The CIO holds an undergraduate degree in business and has served in various roles in information
technology for over 30 years, including serving as either the Chief Technology Officer or Chief Information Officer of four public
companies. The Company’s Chief Executive Officer and Chief Financial Officer each hold undergraduate and graduate degrees in
their respective fields, and each have over 10 years of experience managing risks at the Company and at similar companies,
including risks arising from cybersecurity threats.
Notwithstanding any of these measures, our systems, networks, products and services remain potentially vulnerable to known or
unknown cybersecurity attacks and other threats, any of which could have a material adverse effect on our consolidated results of
operations, financial condition and cash flows. We have experienced, and will continue to experience, cyber incidents in the normal
course of our business. As of the date of this report, we have not identified any risks from cybersecurity threats, including those from
any previous cybersecurity incidents, that have materially affected, or are reasonably likely to materially affect, us, our business
strategy, results of operation or financial condition. However, there can be no assurances that a cybersecurity threat or incident that
could have a material impact on us will not occur in the future. For additional information on the risks we face from cybersecurity
threats, please see the risk factor titled, "We are subject to data security and privacy risks that could negatively affect our business
operations, results of operations or reputation" in Item 1A. "Risk Factors."
ITEM 2. PROPERTIES.
We conduct manufacturing, sourcing, distribution and administrative activities in owned and leased facilities. We operate seven
manufacturing-related facilities and six distribution centers around the world. In addition, we partner with third-party logistics providers
to manage distribution in our APAC and EMEA regions, primarily in Shanghai, China and Prague, Czech Republic. Our global
headquarters are located in Greensboro, North Carolina, and house our various sales, marketing and corporate business functions.
Kontoor Brands, Inc. 2024 Form 10-K 23
The following table presents our principal properties as of December 28, 2024:
Location
Approximate Square Feet
Use
Owned or Leased
Greensboro, North Carolina
140,000 Global Headquarters
Owned
Greensboro, North Carolina
48,000 Office
Leased
Geneva, Switzerland
19,000 Office
Leased
Shanghai, China
16,000 Office
Leased
Mexico City, Mexico
13,000 Office
Leased
Antwerp, Belgium
11,000 Office
Leased
Dhaka, Bangladesh
14,000 Office and Technical Service Center
Leased
Hong Kong, China
44,000 Office and Sourcing Hub
Leased
Panama City, Panama
7,000 Office and Sourcing Hub
Leased
Foshan, China
49,000 Technical Service Center
Leased
Greensboro, North Carolina
173,000 Technical Service and Innovation Center
Owned
Mocksville, North Carolina
503,000 Distribution Center
Owned
Hackleburg, Alabama
482,000 Distribution Center
Owned
Luray, Virginia
435,000 Distribution Center
Owned
Seminole, Oklahoma
401,000 Distribution Center
Owned
El Paso, Texas
317,000 Distribution Center
Leased
Mexico City, Mexico
162,000 Distribution Center
Leased
Acanceh, Mexico
306,000 Manufacturing Facility
Owned
Torreon, Mexico
304,000 Manufacturing Facility
Owned
Izamal, Mexico
93,000 Manufacturing Facility
Owned
Tekax, Mexico
92,000 Manufacturing Facility
Owned
La Rosita, Mexico
90,000 Manufacturing Facility
Owned
San Pedro, Mexico
88,000 Manufacturing Facility
Owned
San Antonio del Coyote, Mexico
88,000 Manufacturing Facility
Owned
As of December 28, 2024, we operated 77 retail stores across the Americas, EMEA and APAC regions. Retail stores are typically
leased under operating leases and include renewal options.
We believe that all of our facilities, whether owned or leased, are well maintained and in good operating condition and expect they will
accommodate our ongoing and foreseeable business needs.
ITEM 3. LEGAL PROCEEDINGS.
There are no pending material legal proceedings, other than ordinary, routine litigation and claims incidental to the business, to which
Kontoor or any of its subsidiaries is a party or to which any of their property is the subject.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
24 Kontoor Brands, Inc 2024 Form 10-K
PART II
ITEM 5. MARKET FOR KONTOOR’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
Market for Common Stock
Kontoor’s Common Stock is listed on the NYSE under the symbol “KTB”. As of February 21, 2025, there were 2,257 holders of record
of our Common Stock.
Stock Performance Graph
The following graph compares the cumulative total shareholder return of Kontoor's Common Stock with that of the S&P 500 Index
and the S&P 1500 Apparel Retail Index for the period from December 28, 2019 (the last day of the 2019 fiscal year) to December 28,
2024. The graph assumes that $100.00 was invested on December 28, 2019 in KTB stock and each index, and all dividends and
other distributions were reinvested. Past performance is not necessarily indicative of future performance.
Dollars
Comparison of Five-Year Cumulative Total Return of KTB Common Stock,
S&P 500 Index and S&P 1500 Apparel Retail Index
Kontoor Brands, Inc.
S&P 500 Index
S&P 1500 Apparel Retail Index
12/28/2019
1/2/2021
1/1/2022
12/31/2022
12/30/2023
12/28/2024
$0
$50
$100
$150
$200
$250
Issuer Purchases of Equity Securities
Fourth quarter fiscal 2024
Total number of
shares purchased (1)
Weighted average
price paid per share
Total number of shares
purchased as part of
publicly announced
program (2)
Dollar value of shares
that may yet be
purchased under the
program
September 29 - October 26
— $
—
— $
214,979,702
October 27 - November 23
—
—
—
214,979,702
November 24 - December 28
—
—
—
214,979,702
Total
— $
—
—
(1) The total number of shares repurchased excludes shares withheld upon the vesting of share-based awards.
(2) On December 11, 2023, the Company announced that its Board of Directors approved a share repurchase program (the "2023 Repurchase
Program"). The 2023 Repurchase Program authorizes the repurchase of up to $300.0 million of the Company's outstanding Common Stock through
open market or privately negotiated transactions. The 2023 Repurchase Program does not have an expiration date but may be suspended, modified,
or terminated at any time without prior notice.
ITEM 6. RESERVED.
Not applicable.
Kontoor Brands, Inc. 2024 Form 10-K 25
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide readers of our
financial statements with a narrative from management's perspective on our financial condition, results of operations and liquidity as
well as certain other factors that may affect our future results. This section should be read in conjunction with the Consolidated
Financial Statements and related Notes included in Part IV of this Annual Report on Form 10-K. Refer to Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-K for the fiscal year ended December 30,
2023, for discussion of the results of operations for the year ended December 30, 2023, compared to the year ended December 31,
2022.
The following discussion and analysis includes forward-looking statements. These forward-looking statements are subject to risks,
uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by the forward-
looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in
“Special Note On Forward-Looking Statements” included in Part I of this Annual Report on Form 10-K and in Part I, Item 1A "Risk
Factors" in this Annual Report on Form 10-K.
Description of Business
Kontoor Brands, Inc. ("Kontoor," the "Company," "we," "us" or "our") is a global lifestyle apparel company headquartered in the United
States ("U.S."). The Company designs, manufactures, procures, sells and licenses apparel, footwear and accessories, primarily
under the brand names Wrangler® and Lee®. The Company's products are sold in the U.S. through mass merchants, specialty stores,
department stores, company-operated stores and online, including digital marketplaces. The Company’s products are also sold
internationally, primarily in the Europe, Middle East and Africa ("EMEA"), Asia-Pacific (“APAC”) and Non-U.S. Americas regions,
through department stores, specialty stores, company-operated stores, concession retail stores, independently-operated partnership
stores and online, including digital marketplaces.
Fiscal Year and Basis of Presentation
The Company operates and reports using a 52/53-week fiscal year ending on the Saturday closest to December 31 of each year. For
presentation purposes herein, all references to periods ended December 2024, December 2023 and December 2022 correspond to
the 52-week fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively.
References to fiscal 2024 foreign currency amounts herein reflect the impact of changes in foreign exchange rates from fiscal 2023
and the corresponding impact on translating foreign currencies into U.S. dollars and on foreign currency-denominated transactions.
The Company's most significant foreign currency translation exposure is typically driven by business conducted in euro-based
countries, the Chinese yuan and the Mexican peso. However, the Company conducts business in other developed and emerging
markets around the world with exposure to other foreign currencies.
Amounts herein may not recalculate due to the use of unrounded numbers.
Macroeconomic Environment and Other Recent Developments
Global macroeconomic conditions that continued to impact the Company during 2024 included ongoing elevated interest rates,
moderating inflation, fluctuating foreign currency exchange rates, supply chain issues and inconsistent consumer demand. These
factors continued to contribute to uncertain global economic conditions and consumer spending patterns, which impacted retailers'
and the Company's operations. Additionally, the U.S. government has recently enacted and proposed tariff increases on imports.
These actions may result in reciprocal tariffs or other restrictive trade measures by foreign jurisdictions. These conditions are causing
greater uncertainty in the global economy.
The macroeconomic factors discussed above, primarily interest rates and inflation, contributed to ongoing retailer actions to
conservatively manage inventory levels, which impacted our results during 2024.
Our global supply chain was affected by ongoing disruptions to key trade routes such as the Red Sea and Panama Canal, political
unrest in Bangladesh and port strikes on the East and Gulf Coasts of the U.S. These disruptions did not have a significant impact on
results.
The Company has responded to ongoing macroeconomic conditions by controlling expenses, adjusting pricing and proactively
managing our global supply chain. While we anticipate continued uncertainty related to the macroeconomic environment during 2025,
including the potential impact of tariff increases on product costs, we believe we are appropriately positioned to successfully manage
through operational challenges that may arise. We continue to closely monitor macroeconomic conditions, including consumer
behavior and the impact of these factors on consumer demand.
As discussed in Note 23 to the Company's financial statements in this Form 10-K, on February 18, 2025, the Company entered into a
definitive agreement to acquire the global outdoor and workwear brand Helly Hansen, a wholly-owned subsidiary of Canadian Tire
Corporation, Limited, for $1.276 billion Canadian dollars ("CAD") or approximately $900 million as of the agreement date, subject to
working capital and other closing adjustments. On February 19, 2025, the Company entered into foreign currency exchange contracts
26 Kontoor Brands, Inc 2024 Form 10-K
totaling $1.275 billion CAD to mitigate any impact of foreign currency fluctuations prior to the closing date. The transaction is
expected to close in the second fiscal quarter of 2025, upon receipt of required regulatory approval and completion of customary
closing conditions.
Business Overview
We continue to execute on our strategic vision which focuses on four growth vectors: (i) expansion of our core U.S. Wholesale
business, (ii) category extensions such as outdoor, workwear and tops, (iii) geographic expansion of our Wrangler® and Lee® brands
and (iv) channel expansion focused on the digital platforms in our U.S. Wholesale and Direct-to-Consumer channels. We are focused
on driving brand growth and delivering long-term value to our stakeholders including our consumers, customers, shareholders,
suppliers and communities around the world.
In addition, our capital allocation strategy allows us the option to (i) invest in our business, (ii) pay down debt, (iii) provide for a
superior dividend payout, (iv) effectively manage our share repurchase authorization and (v) act on strategic acquisition opportunities
that may arise.
During 2024, the Company incurred total restructuring and transformation charges of $38.3 million, of which $13.1 million related to
continued charges to streamline and transfer select production within our internal manufacturing network and $25.2 million related to
Project Jeanius. Of the $38.3 million of restructuring and transformation charges recognized during 2024, $22.9 million were reflected
within "selling, general and administrative expenses" and $15.4 million were reflected within "cost of goods sold."
During 2024, we moved into the execution phase of Project Jeanius, a comprehensive end-to-end business model transformation
with the goal of creating significant investment capacity through gross and operating margin expansion. We anticipate continued
transformation costs as we execute on this multi-year initiative, which are expected to drive benefits in cost of goods sold and selling,
general and administrative expenses.
During 2023, the Company incurred total restructuring charges of $14.3 million to drive efficiencies in our operations, which included
reducing our global workforce, streamlining and transferring select production within our internal manufacturing network and
optimizing and globalizing our operating model. Of the $14.3 million of restructuring charges recognized during 2023, $8.5 million
were reflected within "selling, general and administrative expenses" and $5.8 million were reflected within "cost of goods sold".
Refer to Note 22 to the Company's financial statements in this Form 10-K for additional information related to restructuring charges.
Out-of-Period Duty Expense Recorded in 2023
During 2023, management identified inaccuracies in processing certain transactions with U.S. Customs and Border Protection ("U.S.
Customs") arising from the implementation of the Company's enterprise resource planning system, which resulted in an
underpayment of duties owed to U.S. Customs for the 2021 to 2023 periods. Accordingly, the Company recorded an out-of-period
adjustment in 2023 to accrue for the underpayment of duty expense related to the 2022 and 2021 periods. The $14.5 million out-of-
period expense, recorded within "cost of goods sold" in 2023, results in a lack of comparability between periods in the statements of
operations.
HIGHLIGHTS OF THE YEAR ENDED DECEMBER 2024
•
Net revenues of $2.6 billion were flat compared to the year ended December 2023.
•
U.S. Wholesale revenues increased 1% compared to the year ended December 2023, and represented 73% of total
revenues in the current year.
•
Non-U.S. Wholesale revenues decreased 7% compared to the year ended December 2023, and represented 15% of total
revenues in the current year.
•
Direct-to-Consumer revenues increased 4% compared to the year ended December 2023, and represented 12% of total
revenues in the current year.
•
Gross margin increased 280 basis points to 44.5% compared to the year ended December 2023.
•
Selling, general and administrative expenses as a percentage of revenues increased to 31.4% compared to 29.5% for the
year ended December 2023.
•
Operating income increased 7% to $342.3 million compared to the year ended December 2023.
•
Net income increased 6% to $245.8 million compared to the year ended December 2023.
•
Diluted earnings per share was $4.36 in 2024, compared to $4.06 in 2023.
•
Cash provided by operating activities was $368.2 million as compared to $356.5 million in the prior year period.
Kontoor Brands, Inc. 2024 Form 10-K 27
ANALYSIS OF RESULTS OF OPERATIONS
Consolidated Statements of Operations
The following table presents components of the Company's statements of operations:
Year Ended December
(Dollars in thousands)
2024
2023
Net revenues
$
2,607,578
$
2,607,472
Gross margin (net revenues less cost of goods sold)
$
1,161,570
$
1,087,837
As a percentage of net revenues
44.5 %
41.7 %
Selling, general and administrative expenses
$
819,281
$
768,568
As a percentage of net revenues
31.4 %
29.5 %
Operating income
$
342,289
$
319,269
As a percentage of net revenues
13.1 %
12.2 %
Additionally, the following table presents a summary of the changes in net revenues for the year ended December 2024 as compared
to December 2023:
(In millions)
Year Ended December
Net revenues — 2023
$
2,607.5
Operations
2.2
Impact of foreign currency
(2.1)
Net revenues — 2024
$
2,607.6
2024 Compared to 2023
Net revenues were flat, with growth in the U.S. Wholesale and Direct-to-Consumer channels offset by a decline in the Non-U.S.
Wholesale channel. U.S. Wholesale revenues increased 1% primarily attributable to growth in our digital wholesale business and
strength in our Outdoor and Western businesses, partially offset by retailer actions to conservatively manage inventory levels and a
decrease in revenue from seasonal product. Direct-to-Consumer revenues increased 4% with growth in e-commerce sales partially
offset by declines in retail store sales. The increases in U.S. Wholesale and Direct-to-Consumer were offset by a 7% decrease in
Non-U.S. Wholesale revenues, driven by reduced wholesale shipments in all regions.
Additional details on changes in net revenues for the year ended December 2024 as compared to December 2023 are provided in the
section titled “Information by Business Segment.”
Gross margin increased 280 basis points, primarily related to 360 basis points of favorability from product costs, channel mix and
product mix and 60 basis points due to the out-of-period duty expense recorded in 2023. These benefits to gross margin were
partially offset by 90 basis points from lower pricing and proactive inventory management actions and 40 basis points from
restructuring and transformation charges.
Selling, general and administrative expenses increased $50.7 million, from 29.5% to 31.4% of net revenues, driven by a
$24.7 million increase in incentive compensation expense, a $14.4 million increase in restructuring and transformation charges and
$14.4 million of higher investments in our direct-to-consumer business, demand creation and information technology. These
increases were partially offset by a $4.2 million reduction in distribution and freight costs.
The effective income tax rate for the year ended December 2024 was 18.5% compared to 15.0% for the year ended December
2023. The 2024 effective income tax rate included a net discrete tax benefit primarily related to a decrease in unrecognized tax
benefits and interest as well as benefits from stock-based compensation. The net discrete tax benefit for the year ended December
2024 decreased the effective income tax rate by 1.5%. The year ended December 2023 included a net discrete tax benefit primarily
related to changes in deferred tax valuation allowances, a decrease in unrecognized tax benefits and interest as well as benefits from
stock-based compensation. These net discrete tax benefits for the year ended December 2023 decreased the effective income tax
rate by 4.1%.
The effective tax rate without discrete items for the year ended December 2024 was 20.0% compared to 19.1% for the year ended
December 2023. The increase was primarily due to changes in our jurisdictional mix of earnings. Our effective income tax rate for
foreign operations was 8.2% and 9.2% for the years ended December 2024 and December 2023, respectively.
28 Kontoor Brands, Inc 2024 Form 10-K
Information by Business Segment
The Company's two reportable segments are Wrangler® and Lee®. Refer to Note 3 to the Company's financial statements in this
Form 10-K for additional information.
The following tables present a summary of the changes in segment revenues and segment profit for the years ended December 2024
and December 2023:
Segment Revenues:
Year Ended December
(In millions)
Wrangler
Lee
Total
Segment revenues — 2023
$
1,754.1 $
842.5 $
2,596.7
Operations
51.5
(49.4)
2.0
Impact of foreign currency
0.4
(2.5)
(2.1)
Segment revenues — 2024
$
1,806.0 $
790.6 $
2,596.6
Segment Profit:
Year Ended December
(In millions)
Wrangler
Lee
Total
Segment profit — 2023
$
307.5 $
98.1 $
405.7
Operations
58.4
(8.4)
49.9
Impact of foreign currency
0.4
—
0.4
Segment profit — 2024
$
366.3 $
89.7 $
456.0
The following sections discuss the changes in segment revenues and segment profit.
Wrangler
Year Ended December
(Dollars in millions)
2024
2023
Percent Change
Segment revenues
$
1,806.0
$
1,754.1
3.0 %
Segment profit
$
366.3
$
307.5
19.1 %
Operating margin
20.3 %
17.5 %
2024 Compared to 2023
Global revenues for the Wrangler® brand increased 3%, due to growth in the U.S. Wholesale and Direct-to-Consumer channels,
partially offset by a decline in the Non-U.S. Wholesale channel.
•
Revenues in the Americas region increased 3%, primarily due to growth in our wholesale and direct-to-consumer businesses.
Growth in wholesale was driven by an increase in our U.S. digital wholesale business and category growth. Growth in our direct-
to-consumer business was attributable to higher e-commerce and retail store sales.
•
Revenues in the EMEA region decreased 4%, due to a decline in our wholesale business, partially offset by growth in our direct-
to-consumer business and a 2% favorable impact from foreign currency.
•
Revenues in the APAC region increased slightly.
Operating margin increased to 20.3%, compared to 17.5% for 2023, primarily attributable to favorability from lower product costs,
the out-of-period duty expense recorded in 2023, downtime in our manufacturing plants taken in 2023, product mix and a reduction in
distribution and freight costs. These improvements were partially offset by higher investments in our direct-to-consumer business,
demand creation and information technology, as well as an increase in restructuring and transformation charges, lower pricing and
higher incentive compensation expense.
Kontoor Brands, Inc. 2024 Form 10-K 29
Lee
Year Ended December
(Dollars in millions)
2024
2023
Percent Change
Segment revenues
$
790.6
$
842.5
(6.2) %
Segment profit
$
89.7
$
98.1
(8.6) %
Operating margin
11.3 %
11.6 %
2024 Compared to 2023
Global revenues for the Lee® brand decreased 6%, due to declines in all regions and channels.
•
Revenues in the Americas region decreased 6%, driven by declines in our wholesale and direct-to-consumer businesses. The
decrease in wholesale revenues was due to a decline in the U.S. Wholesale channel, as well as our Non-U.S. Americas
wholesale business, primarily due to lower sales in Mexico. The decline in the U.S. Wholesale channel was primarily due to
retailer actions to conservatively manage inventory levels and a decrease in seasonal product sales, partially offset by growth in
digital wholesale. The decline in our direct-to-consumer business was due to lower retail store sales, partially offset by higher e-
commerce sales.
•
Revenues in the APAC region decreased 6%, primarily resulting from declines in wholesale revenue and retail store sales in
China, partially offset by higher e-commerce sales.
•
Revenues in the EMEA region decreased 6%, attributable to a decline in our wholesale business, partially offset by higher e-
commerce sales.
Operating margin decreased to 11.3%, compared to 11.6% for 2023. Benefits from lower product costs, the out-of-period duty
expense recorded in 2023 and a reduction in distribution and freight costs were more than offset by lower pricing, unfavorable
product mix, higher incentive compensation expense, higher investments in our direct-to-consumer business and demand creation
and deleverage of fixed expenses on lower revenues.
Other
In addition, we report an "Other" category to reconcile segment revenues and segment profit to the Company's operating results, but
the Other category does not meet the criteria to be considered a reportable segment. Other includes sales and licensing of Chic®,
Rock & Republic®, other company-owned brands and private label apparel, and the associated costs.
Year Ended December
(Dollars in millions)
2024
2023
Percent Change
Other revenues
$
11.0
$
10.8
1.3%
Loss related to other revenues
$
(1.6)
$
(1.1)
51.5%
Operating margin
(14.9) %
(10.0) %
30 Kontoor Brands, Inc 2024 Form 10-K
Reconciliation of Segment Profit to Income Before Income Taxes
The costs below are necessary to reconcile total reportable segment profit to income before taxes. Corporate and other expenses,
including certain restructuring and transformation costs, and interest income and expense are not controlled by segment
management and therefore are excluded from the measurement of segment profit.
Year Ended December
(Dollars in millions)
2024
2023
Percent Change
Total reportable segment profit
$
456.0
$
405.7
12.4 %
Corporate and other expenses
(123.2)
(96.1)
28.3 %
Interest expense
(40.8)
(40.4)
1.0 %
Interest income
11.1
3.8
194.1 %
Loss related to other revenues
(1.6)
(1.1)
51.5 %
Income before income taxes
$
301.4
$
271.9
10.9 %
2024 Compared to 2023
Corporate and other expenses increased $27.2 million, primarily due to increases in incentive compensation expense and higher
restructuring and transformation charges compared to the prior period.
Interest expense increased $0.4 million, primarily due to the maturity of the 2019 Swap Agreements (as defined in Note 15 to the
Company's financial statements in this Form 10-K) in April 2024, partially offset by the effect of lower average debt outstanding during
the twelve months ended December 2024 compared to the twelve months ended December 2023. In addition, the twelve months
ended December 2023 included interest attributable to the out-of-period duty expense recorded in 2023.
ANALYSIS OF FINANCIAL CONDITION
Liquidity and Capital Resources
The Company's ability to fund our operating needs is dependent upon our ability to generate positive long-term cash flows from
operations and maintain our debt financing on acceptable terms. The Company has historically generated strong positive cash flows
from operations and continues to take proactive measures to manage working capital. We believe cash flows from operations will
support our short-term liquidity needs as well as any future liquidity and capital requirements, in combination with available cash
balances and borrowing capacity from our revolving credit facility.
The Company is party to a senior secured Credit Agreement, as amended and restated on November 18, 2021 (the "Credit
Agreement"), which provides for (i) a five-year $400.0 million term loan A facility (“Term Loan A”) and (ii) a five-year $500.0 million
revolving credit facility (the “Revolving Credit Facility”), collectively referred to as “Credit Facilities,” with the lenders and agents party
thereto. Term Loan A requires quarterly repayments of $5.0 million, with the remaining principal of $335.0 million due at maturity in
November 2026. During the year ended December 2024, the Company repaid a total of $45.0 million of the principal outstanding on
Term Loan A, including a $25.0 million voluntary early repayment which eliminated future required quarterly repayments until June
2026. Additionally, the Company has outstanding $400.0 million of unsecured 4.125% senior notes due 2029. The Company has
"floating to fixed" interest rate swap agreements to mitigate exposure to volatility in reference rates on the Company's future interest
payments. These debt obligations could restrict our future business strategies and could adversely impact our future results of
operations, financial conditions or cash flows.
Refer to Note 11 to the Company's financial statements in this Form 10-K for additional information regarding the Company's debt
obligations, and refer to Note 15 to the Company's financial statements in this Form 10-K for additional information regarding the
Company's interest rate swap agreements.
As of December 2024, the Company was in compliance with all applicable covenants under the Credit Agreement and expects to
maintain compliance with the applicable covenants for at least one year from the issuance of these financial statements. If economic
conditions significantly deteriorate for a prolonged period, this could impact the Company's operating results and cash flows and thus
our ability to maintain compliance with the applicable covenants. As a result, the Company could be required to seek new
amendments to the Credit Agreement or secure other sources of liquidity, such as refinancing of existing borrowings, the issuance of
debt or equity securities, or sales of assets. However, there can be no assurance that the Company would be able to obtain such
additional financing on commercially reasonable terms or at all.
The Revolving Credit Facility may be used to borrow funds in both U.S. dollar and certain non-U.S. dollar currencies, and has a
maximum borrowing capacity of $500.0 million with a $75.0 million letter of credit sublimit. There were no outstanding borrowings
under the Revolving Credit Facility as of December 2024.
Kontoor Brands, Inc. 2024 Form 10-K 31
The following table presents outstanding borrowings and available borrowing capacity under the Revolving Credit Facility and our
cash and cash equivalents balances as of December 2024:
(In millions)
December 2024
Outstanding borrowings under the Revolving Credit Facility
$
—
Available borrowing capacity under the Revolving Credit Facility (1)
$
493.5
Cash and cash equivalents
$
334.1
(1) Available borrowing capacity under the Revolving Credit Facility is net of $6.5 million of outstanding standby letters of credit issued on behalf of the
Company under this facility.
At December 2024 and December 2023, the Company had $19.2 million and $24.1 million, respectively, of international lines of credit
with various banks, which are uncommitted and may be terminated at any time by either the Company or the banks. There were no
outstanding balances under these arrangements at December 2024 and December 2023.
On August 5, 2021, the Company's Board of Directors approved a share repurchase program (the "2021 Repurchase Program")
which authorized the repurchase of up to $200.0 million of the Company's outstanding Common Stock through open market or
privately negotiated transactions. During the year ended December 2023, the Company repurchased 0.6 million shares of Common
Stock for $30.0 million, including commissions, under the 2021 Repurchase Program.
On December 11, 2023, the Company announced that its Board of Directors approved a new share repurchase program (the "2023
Repurchase Program") which authorizes the repurchase of up to $300.0 million of the Company's outstanding Common Stock
through open market or privately negotiated transactions. The 2023 Repurchase Program replaced all remaining shares under the
2021 Repurchase Program and does not have an expiration date but may be suspended, modified or terminated at any time without
prior notice. During the year ended December 2024, the Company repurchased 1.2 million shares of Common Stock for $85.0 million,
including commissions, under the 2023 Repurchase Program. As of December 2024, $215.0 million remained available for
repurchase under the program.
The timing and amount of repurchases are determined by the Company's management based on its evaluation of market conditions,
continued compliance with its debt covenants and other factors. All shares reacquired in connection with the Company's repurchase
programs are treated as authorized and unissued shares upon repurchase.
During 2024, the Company paid $112.1 million of dividends to its shareholders. On February 13, 2025, the Board of Directors
declared a regular quarterly cash dividend of $0.52 per share of the Company's Common Stock. The cash dividend will be payable on
March 20, 2025, to shareholders of record at the close of business on March 10, 2025.
The Company intends to continue to pay cash dividends in future periods. The declaration and amount of any future dividends will be
dependent upon multiple factors including our financial condition, earnings, cash flows, capital requirements, covenants associated
with our debt obligations, legal requirements, regulatory constraints, industry practice and any other factors or considerations that our
Board of Directors deems relevant.
We anticipate that we will have sufficient cash flows from operations, along with existing borrowing capacity, to support continued
investments in our brands, infrastructure, talent and capabilities, dividend payments to shareholders, repayment of our debt
obligations when due and repurchases of Common Stock. In addition, we would use current liquidity as well as access to capital
markets to fund any strategic acquisition opportunities that may arise.
We currently expect capital expenditures to be approximately $35.0 million in 2025, primarily to support manufacturing, distribution,
facility improvement, information technology and owned retail store investments.
32 Kontoor Brands, Inc 2024 Form 10-K
The following table presents our cash flows during the periods:
(In millions)
Year Ended December
Cash provided (used) by:
2024
2023
Operating activities
$
368.2
$
356.5
Investing activities
$
(22.3) $
(39.1)
Financing activities
$
(240.4) $
(155.7)
Operating Activities
During 2024, cash provided by operating activities was $368.2 million as compared to $356.5 million in the prior year period. The
increase was primarily due to favorable changes in income tax and accounts payable and higher net income, partially offset by
unfavorable changes in accounts receivable.
Investing Activities
During 2024, cash used by investing activities was $22.3 million as compared to $39.1 million in the prior year period, primarily due to
decreases in property, plant and equipment and capitalized computer software expenditures in the current year period.
Financing Activities
During 2024, cash used by financing activities was $240.4 million as compared to $155.7 million in the prior year period. This
increase was primarily due to a $55.6 million increase in Common Stock repurchases and a $35.0 million increase in repayments of
Term Loan A in the current year period.
Contractual Obligations
The Company believes it has sufficient liquidity to fund its operations and meet its short-term and long-term obligations. The
Company's estimated contractual obligations and other commercial commitments at December 2024 and the future periods in which
such obligations are expected to be settled in cash are described below.
Contractual commitments on the Company's balance sheets include obligations to make principal payments on $745.0 million of long-
term debt based on the defined terms of our debt agreements. Refer to Note 11 to the Company's financial statements in this Form
10-K for additional information. These debt agreements also require periodic interest payments on floating and fixed rate terms.
Future estimated interest payments under these agreements, based on interest rates in effect as of December 2024 and the
remaining terms of the debt arrangements, are $37.3 million, $34.8 million, $16.5 million, $16.5 million and $16.5 million for 2025
through 2029, respectively, with no remaining payments thereafter.
The Company has future payments related to "other liabilities" recorded in the balance sheets, which primarily represent long-term
liabilities for deferred compensation and other employee-related benefits. Refer to Note 12 and Note 13 to the Company's financial
statements in this Form 10-K for additional information.
The Company is committed under noncancelable operating leases. Refer to Note 20 to the Company's financial statements in this
Form 10-K for additional information related to future lease payments.
The Company has unrecorded commitments consisting of inventory obligations, minimum royalty payments and other obligations.
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, (ii) capital spending and (iii) advertising. Refer to Note 21 to the Company's financial statements in this Form 10-
K for additional information.
Off-Balance Sheet Arrangements
We do not engage in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or
future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
Kontoor Brands, Inc. 2024 Form 10-K 33
Critical Accounting Policies and Estimates
We have chosen accounting policies that management believes are appropriate to accurately and fairly report our operating results
and financial position in conformity with Generally Accepted Accounting Principles. We apply these accounting policies in a consistent
manner. Significant accounting policies are summarized in Note 1 to the Company's financial statements included in Part IV of this
Annual Report on Form 10-K.
The application of these accounting policies requires that we make estimates and assumptions about future events and apply
judgments that affect the reported amounts of assets, liabilities, net revenues, expenses, contingent assets and liabilities and related
disclosures. These estimates, assumptions and judgments are based on historical experience, current trends and other factors
believed to be reasonable under the circumstances. Management evaluates these estimates and assumptions on an ongoing basis.
Because our business cycle is relatively short (i.e., from the date that inventory is received until that inventory is sold and the trade
accounts receivable is collected), actual results related to most estimates are known within a few months after any balance sheet
date. In addition, we may retain outside specialists to assist in impairment testing of long-lived assets. Several of the estimates and
assumptions we are required to make relate to future events and are therefore inherently uncertain, especially as it relates to events
outside of our control. If actual results ultimately differ from previous estimates, the revisions are included in results of operations
when the actual amounts become known.
We believe the following accounting policies involve the most significant management estimates, assumptions and judgments used in
preparation of the financial statements or are the most sensitive to change from outside factors. The selection and application of the
Company’s critical accounting policies and estimates are periodically discussed with the Audit Committee of the Board of Directors.
Impairment Testing of Long-Lived Assets
Long Lived Assets — Property, Plant and Equipment and Operating Lease Assets
Description
Our policy is to review property, plant and equipment and operating lease assets for potential impairment whenever events or
changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. In addition, the
Company's policy is to perform impairment testing at least annually for retail store assets, including the related operating lease
assets. We test for potential impairment at the asset or asset group level, which is the lowest level for which there are identifiable
cash flows that are largely independent, by comparing the carrying value to the estimated undiscounted cash flows expected to be
generated by the asset. If the forecasted undiscounted cash flows to be generated by the asset are not expected to be adequate to
recover the asset’s carrying value, a fair value analysis must be performed, and an impairment charge is recorded if there is an
excess of the asset’s carrying value over its estimated fair value.
Judgments and Uncertainties
When testing property, plant and equipment or operating lease assets for potential impairment, management uses the income-based
discounted cash flow method using the estimated cash flows of the respective asset or asset group. We include assumptions about
sales growth and operating margins, which are compared to our budgets, business plans and economic projections. Assumptions are
also made for varying terminal growth rates for years beyond the forecast period. Generally, we utilize operating margin assumptions
based on future expectations, operating margins historically realized in the reporting units’ industries and industry marketplace
valuation multiples.
Initially, the estimated undiscounted cash flows of the asset or asset group through the end of its useful life are compared to its
carrying value. If the undiscounted cash flows of the asset or asset group exceed its carrying value, there is no impairment charge. If
the undiscounted cash flows of the asset or asset group are less than its carrying value, then the estimated fair value of the asset or
asset group is calculated based on discounted cash flows using an applicable discount rate or weighted average cost of capital
(“WACC”). An impairment charge is recognized for the difference, if any, between the estimated fair value of the asset or asset group
and its carrying value.
Effect if Actual Results Differ From Assumptions
We have not made any material changes in the methodology used to evaluate the impairment of property, plant and equipment and
operating lease assets during 2024. We do not believe there is a reasonable likelihood there will be a material change in the
estimates or assumptions used to calculate impairments, useful lives of property, plant and equipment or term length of leases.
However, if actual results are not consistent with our estimates and assumptions used to calculate estimated future cash flows, we
may be exposed to potentially material impairments.
34 Kontoor Brands, Inc 2024 Form 10-K
Goodwill
Description
Our policy is to evaluate goodwill for possible impairment as of the beginning of the fourth quarter of each year, or whenever events
or changes in circumstances indicate that the fair value of goodwill may be below its carrying amount. As part of our annual
impairment testing, we may elect to assess qualitative factors as a basis for determining whether it is necessary to perform
quantitative impairment testing. If the Company elects to perform a qualitative analysis and determines that it is not more likely than
not that the fair value of a reporting unit is less than its carrying value, then no further testing is required. Otherwise, the asset must
be quantitatively tested for possible impairment. Alternatively, the Company may elect to bypass a qualitative analysis and perform a
quantitative analysis.
Judgments and Uncertainties
Goodwill is quantitatively evaluated for possible impairment by comparing the estimated fair value of a reporting unit to its carrying
value. Reporting units are businesses with discrete financial information that is available and reviewed by segment management.
For goodwill impairment testing, we estimate the fair value of a reporting unit using both income-based and market-based valuation
methods. The income-based approach is based on the reporting unit’s forecasted future cash flows that are discounted to present
value using the reporting unit’s WACC that considers market participant assumptions, plus a spread that factors in the risk of the
asset. For the market-based approach, management uses both the guideline company and similar transaction methods. The
guideline company method analyzes market multiples of net revenues and earnings before interest, taxes, depreciation and
amortization (“EBITDA”) for a group of comparable public companies. The market multiples used in the valuation are based on the
relative strengths and weaknesses of the reporting unit compared to the selected guideline companies. Under the similar transactions
method, valuation multiples are calculated utilizing actual transaction prices and net revenue / EBITDA data from target companies
deemed similar to the reporting unit.
Based on the range of estimated fair values developed from the income and market-based methods, we determine the estimated fair
value of the reporting unit. If the estimated fair value of the reporting unit exceeds its carrying value, the goodwill is not impaired and
no further review is required. However, if the estimated fair value of the reporting unit is less than its carrying value, we calculate the
impairment loss as the difference between the carrying value of the reporting unit and the estimated fair value.
The income-based fair value methodology requires management’s assumptions and judgments regarding economic conditions in the
markets in which we operate and conditions in the capital markets, many of which are outside of management’s control. At the
reporting unit level, fair value estimation requires management’s assumptions and judgments regarding the effects of overall
economic conditions on the specific reporting unit, along with assessment of the reporting unit’s strategies and forecasts of future
cash flows. Forecasts of individual reporting unit cash flows involve management’s estimates and assumptions regarding:
•
Annual cash flows, on a debt-free basis, arising from future net revenues and profitability, changes in working capital, capital
spending and income taxes for at least a ten-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.
Under the market-based fair value methodology, judgment is required in evaluating market multiples and recent transactions.
Management believes that the assumptions used for its impairment tests are representative of those that would be used by market
participants performing similar valuations of our reporting units.
Effect if Actual Results Differ From Assumptions
Management makes its estimates based on information available as of the date of our assessment, using assumptions we believe
market participants would use in performing an independent valuation of the business. It is possible that our conclusions regarding
impairment or recoverability of goodwill in any reporting unit could change in future periods. There can be no assurance that the
estimates and assumptions used in our goodwill impairment testing will prove to be accurate predictions of the future, if, for example,
(i) the businesses do not perform as projected, (ii) overall economic conditions in future years vary from current assumptions
(including changes in discount rates), (iii) business conditions or strategies for a specific reporting unit change from current
assumptions, including loss of major customers, (iv) investors require higher rates of return on equity investments in the marketplace
or (v) enterprise values of comparable publicly traded companies, or actual sales transactions of comparable companies, were to
decline, resulting in lower multiples of net revenues and EBITDA. A future impairment charge for goodwill could have a material effect
on our financial position and results of operations.
Kontoor Brands, Inc. 2024 Form 10-K 35
Income Taxes
Description
As a global company, Kontoor is subject to taxation and files income tax returns in over 50 U.S. and foreign jurisdictions each year.
The determination of our provision for income taxes, as it relates to estimates for deferred income taxes and liabilities for
unrecognized tax benefits, requires significant judgment, the use of estimates, and the interpretation and application of complex tax
laws.
Judgments and Uncertainties
Deferred income tax assets and liabilities reflect the net future tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has $65.5 million
of gross deferred income tax assets related to income tax credit carryforwards and $33.3 million of gross deferred income tax assets
related to operating loss carryforwards. We periodically assess the realizability of deferred tax assets, which often requires significant
judgment. If management believes that the Company will not be able to generate sufficient taxable income to offset losses during the
carryforward periods, the Company records valuation allowances to reduce those deferred tax assets to amounts expected to be
ultimately realized. Based on the Company's assessment, it has recorded valuation allowances of $61.1 million related to income tax
credit carryforwards and $17.4 million related to operating loss carryforwards based on the weight of available evidence and the
conclusion that it is more-likely-than-not (likelihood of more than 50%) that some portion, or all, of these deferred tax assets will not
be realized.
The calculation of liabilities for unrecognized tax benefits involves uncertainties in the application of complex tax laws and regulations,
which are subject to legal interpretation and significant management judgment. The Company’s income tax returns are regularly
examined by federal, state and foreign tax authorities, and those audits may result in proposed adjustments. The Company has
reviewed all issues raised upon examination, as well as any exposure for issues that may be raised in future examinations. The
Company has evaluated these potential issues under the “more-likely-than-not” standard of the accounting literature. A tax benefit is
recognized if it meets this standard and is measured at the largest amount of benefit that has a greater than 50% likelihood of being
realized.
Effect if Actual Results Differ From Assumptions
Realization of deferred tax assets related to income tax credit and operating loss carryforwards is dependent on future taxable
income in specific jurisdictions, the amount and timing of which are uncertain, and on possible changes in tax laws. If management
determines in a future period that the amount of deferred tax assets to be realized differs from the net recorded amount, the
Company would record an adjustment to the valuation allowance and income tax expense in that future period.
Judgments and estimates in the calculation of the liability for unrecognized tax benefits may change based on audit settlements, court
cases, proposed tax regulations and interpretation of tax laws and regulations. Income tax expense could be materially affected to the
extent the Company prevails in a tax position or when the statute of limitations expires for a tax position for which a liability for
unrecognized tax benefits has been established, or to the extent the Company is required to pay amounts greater than the
established liability for unrecognized tax benefits.
The Company does not currently anticipate any material impact on earnings from the ultimate resolution of these income tax
estimates.
Recently Issued and Adopted Accounting Standards
Refer to Note 1 to the Company's financial statements included elsewhere in this Annual Report on Form 10-K for discussion of
recently issued and adopted accounting standards.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are exposed to risks in the ordinary course of business. Management regularly assesses and manages exposures to these risks
through operating and financing activities and, when appropriate, by taking advantage of natural hedges. Potential risks are
discussed below.
Insured Risks
The Company is self-insured for a significant portion of its employee medical, workers’ compensation, property and general liability
exposures, and purchases from highly-rated commercial carriers to cover other risks, including property, casualty and umbrella, and
to establish stop-loss limits on self-insurance arrangements.
Cash and Cash Equivalents Risks
We had $334.1 million of cash and cash equivalents at the end of 2024. Management continually monitors the credit ratings of the
financial institutions with whom we conduct business. Similarly, management monitors the credit quality of cash equivalents.
36 Kontoor Brands, Inc 2024 Form 10-K
Deferred Compensation and Related Investment Security Risks
The Company sponsors a nonqualified retirement savings plan for employees whose contributions to a 401(k) plan would be limited
by provisions of the Internal Revenue Code. This plan allows participants to defer a portion of their compensation and to receive
matching contributions for a portion of the deferred amounts. Certain of the Company’s employees participate in this plan. The
Company has purchased publicly traded mutual funds in the same amounts as the participant-directed hypothetical investments
underlying the employee deferred compensation liabilities. Changes in the fair value of the participants’ hypothetical investments are
recorded as an adjustment to deferred compensation liabilities. The increases and decreases in deferred compensation liabilities are
offset by corresponding increases and decreases in the market value of the mutual funds purchased by the Company, resulting in an
insignificant net exposure to operating results and financial position.
Interest Rate Risks
The Company's debt outstanding under the Credit Facilities bears interest at variable interest rates plus applicable spreads. In
addition, the funding fees charged by the financial institution for the trade accounts receivable sale program are based on underlying
variable interest rates and customer credit risk. The Company uses derivative financial instruments to mitigate some of these
exposures to the volatility in interest rates. However, changes in interest rates would also affect interest income earned on our cash
equivalents. Based on balances of outstanding debt, sold trade accounts receivable and cash equivalents as of December 2024, the
effect of a hypothetical 1% increase in interest rates would be a decrease in reported net income of approximately $2.6 million.
Foreign Currency Exchange Rate Risks
We are a global enterprise subject to the risk of foreign currency fluctuations. Approximately 20% of our net revenues in 2024 were
generated in international markets. Most of our foreign businesses operate in functional currencies other than the U.S. dollar. In
periods where the U.S. dollar strengthens relative to the euro or other foreign currencies where we have operations, there is a
negative impact on our operating results upon translation of those foreign operating results into the U.S. dollar. Management hedges
certain of the Company's foreign currency transactions and may hedge investments in certain foreign operations.
The reported values of assets and liabilities in these foreign businesses are subject to fluctuations in foreign currency exchange
rates. The Company monitors and actively manages its net foreign currency market exposures and may enter into derivative
contracts with external counterparties to hedge certain foreign currency accounts payable and accounts receivable transactions.
The Company's practice is to buy or sell foreign currency exchange contracts that cover up to 80% of foreign currency exposures for
periods of up to 20 months. Currently, the Company uses only foreign exchange forward contracts to hedge foreign currency
exposures but may use options or collars in the future. This use of financial instruments allows management to reduce the overall
exposure to risks from exchange rate fluctuations on our cash flows and earnings, since gains and losses on these contracts will
offset losses and gains on the transactions being hedged.
For cash flow hedging contracts outstanding at December 2024, if there were a hypothetical 10% change in foreign currency
exchange rates compared to rates at the end of 2024, it would result in a change in fair value of those contracts of approximately
$20.8 million. However, any change in the fair value of the hedging contracts would be substantially offset by a change in the fair
value of the underlying hedged exposure impacted by the currency rate changes.
Counterparty Risks
We are exposed to credit-related losses in the event of nonperformance by counterparties to derivative hedging instruments. To
manage this risk, we have established counterparty credit guidelines and only enter into derivative transactions with financial
institutions that have ‘A minus/A3’ investment grade credit ratings or better. The Company monitors the credit rating of, and limits the
amount hedged with, each counterparty. Additionally, management utilizes a portfolio of financial institutions to minimize exposure to
potential counterparty defaults and adjusts positions as necessary.
Commodity Price Risks
We are exposed to market risks for the pricing of cotton, synthetics and other materials, which we typically purchase in a converted
form such as fabric, including denim. To manage risks of commodity price changes, management negotiates prices in advance when
possible. We have not historically managed commodity price exposures by using derivative instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See “Item 15. Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K for information required by this
Item 8.
Kontoor Brands, Inc. 2024 Form 10-K 37
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES.
CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
As required by Exchange Act Rule 13a-15(b), the Company's management, under the supervision of the Chief Executive Officer and
the Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s “disclosure
controls and procedures” as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act. Based on that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that, as of December 28, 2024, the Company's disclosure controls and
procedures were effective to (1) ensure that the Company is able to record, process, summarize and report the information it is
required to disclose in the reports it files with or submits to the SEC within the required time periods specified in the Commission's
rules and forms and (2) accumulate and communicate this information to management, including its Chief Executive and Chief
Financial Officers, as appropriate to allow timely decisions regarding this disclosure.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process
designed 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Management of the Company has assessed the effectiveness of the Company's internal control over financial reporting as of
December 28, 2024. In making this assessment, management used criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).
Based on this assessment, management concluded that the Company's internal control over financial reporting was effective as of
December 28, 2024.
The effectiveness of the Company's internal control over financial reporting as of December 28, 2024, has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8.
Financial Statements and Supplementary Data and Item 15. Exhibits and Financial Statement Schedules.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 28,
2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
During the three months ended December 2024, no director or Section 16 officer of the Company adopted or terminated a "Rule
10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
38 Kontoor Brands, Inc 2024 Form 10-K
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Information required by Item 10 of this Part III is included under the captions “Proposal No. 1—Election of Directors,” “Executive
Officers,” “Corporate Governance—Code of Conduct,” “Corporate Governance—Board Committees,” “Corporate Governance—
Insider Trading Policy” and “Additional Information—Delinquent Section 16(a) Reports” (to the extent reported therein) in Kontoor’s
definitive 2025 Proxy Statement that will be filed with the SEC within 120 days after the close of our year ended December 28, 2024,
which information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information required by Item 11 of this Part III is included under the captions “Corporate Governance—Talent and Compensation
Committee Interlocks and Insider Participation," "Director Compensation” and “Executive Compensation” in Kontoor’s definitive 2025
Proxy Statement that will be filed with the SEC within 120 days after the close of our year ended December 28, 2024, which
information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
Information required by Item 12 of this Part III is included under the captions "Executive Compensation—2024 Equity Compensation
Plan Information Table" and “Security Ownership of Certain Beneficial Owners and Management” in Kontoor’s definitive 2025 Proxy
Statement that will be filed with the SEC within 120 days after the close of our year ended December 28, 2024, which information is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
Information required by Item 13 of this Part III is included under the captions "Corporate Governance—Related Person Transactions
Policy" and "Corporate Governance—Director Independence" in Kontoor's definitive 2025 Proxy Statement that will be filed with the
SEC within 120 days after the close of our year ended December 28, 2024, which information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Information required by Item 14 of this Part III is included under the caption “Proposal No. 2—Ratification of Appointment of
Independent Registered Public Accounting Firm” in Kontoor’s definitive 2025 Proxy Statement that will be filed with the SEC within
120 days after the close of our year ended December 28, 2024, which information is incorporated herein by reference.
Kontoor Brands, Inc. 2024 Form 10-K 39
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as a part of this Annual Report on Form 10-K:
1. Financial statements:
PAGE NUMBER
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
44
Consolidated Balance Sheets
46
Consolidated Statements of Operations
47
Consolidated Statements of Comprehensive Income
48
Consolidated Statements of Cash Flows
49
Consolidated Statements of Equity
50
Notes to Consolidated Financial Statements
51
2. Financial statement schedules:
PAGE NUMBER
Schedule II — Valuation and Qualifying Accounts
83
All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related
instructions or are inapplicable and therefore have been omitted.
3. Exhibits:
2.1
Separation and Distribution Agreement dated May 22, 2019 (incorporated by reference to Exhibit 2.1 to the
Company's Form 8-K filed with the SEC on May 23, 2019)
3.1
Amended and Restated Articles of Incorporation of Kontoor Brands, Inc., as amended through April 18, 2024
(incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed with the SEC on April 19, 2024)
3.2
Bylaws of Kontoor Brands, Inc., as amended through April 20, 2023 (incorporated by reference to Exhibit 3.2 to the
Company's Form 8-K filed with the SEC on April 21, 2023)
4.1*
Description of Securities
4.2
Indenture, dated as of November 18, 2021 by and among Kontoor Brands, Inc., the guarantors party thereto and U.S.
Bank National Association, as trustee, governing the 4.125% Senior Notes due 2029 (incorporated by reference to
Exhibit 4.1 to the Company's Form 8-K filed with the SEC on November 19, 2021)
10.1
Tax Matters Agreement dated May 22, 2019 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K
filed with the SEC on May 23, 2019)
10.2
VF Intellectual Property License Agreement dated May 17, 2019 (incorporated by reference to Exhibit 10.3 to the
Company's Form 8-K filed with the SEC on May 23, 2019)
10.3
Kontoor Intellectual Property License Agreement dated May 17, 2019 (incorporated by reference to Exhibit 10.4 to the
Company's Form 8-K filed with the SEC on May 23, 2019)
10.4
Employee Matters Agreement dated May 22, 2019 (incorporated by reference to Exhibit 10.5 to the Company's Form
8-K filed with the SEC on May 23, 2019)
10.5+
Change in Control Agreement by and between Scott H. Baxter and Kontoor Brands, Inc. dated May 23, 2019
(incorporated by reference to Exhibit 10.7 to the Company's Form 8-K filed with the SEC on May 23, 2019)
10.6+
Change in Control Agreement by and between Thomas E. Waldron and Kontoor Brands, Inc. dated May 23, 2019
(incorporated by reference to Exhibit 10.9 to the Company's Form 8-K filed with the SEC on May 23, 2019)
10.7+
Form of Change in Control Agreement (incorporated by reference to Exhibit 10.15 to the Company's Registration
Statement on Form 10 filed with the SEC on April 1, 2019)
10.8+
Kontoor Brands, Inc. 2019 Stock Compensation Plan (incorporated by reference to Exhibit 10.13 to the Company's
Quarterly Report on Form 10-Q filed with the SEC on August 13, 2019)
10.9+
Kontoor Brands Executive Deferred Savings Plan (incorporated by reference to Exhibit 10.13 to the Company's
Registration Statement on Form 10 filed with the SEC on April 1, 2019)
40 Kontoor Brands, Inc 2024 Form 10-K
10.10+
Kontoor Brands Executive Deferred Savings Plan II (2020 Restatement) (incorporated by reference to Exhibit 10.43 to
the Company's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2022)
10.11+
Form of Non-Qualified Stock Option Certificate (incorporated by reference to Exhibit 10.7 to the Company's
Registration Statement on Form 10 filed with the SEC on April 1, 2019)
10.12+
Form of Non-Qualified Stock Option Certificate for Non-Employee Directors (incorporated by reference to Exhibit 10.8
to the Company's Registration Statement on Form 10 filed with the SEC on April 1, 2019)
10.13+
Kontoor Brands, Inc. Deferred Savings Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.17 to
the Company's Registration Statement on Form 10 filed with the SEC on April 1, 2019)
10.14
Form of Indemnification Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.18 to the
Company's Registration Statement on Form 10 filed with the SEC on April 1, 2019)
10.15+
Kontoor Brands Executive Deferred Savings Plan II Amendment No. 1 (incorporated by reference to Exhibit 10.30 to
the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2020)
10.16+
Kontoor Brands Executive Deferred Savings Plan II Amendment No. 2 (incorporated by reference to Exhibit 10.37 to
the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020)
10.17+
Kontoor Brands, Inc. Mid-Term Incentive Plan, a subplan under the Stock Compensation Plan, as Amended and
Restated effective December 16, 2021 (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on
Form 10-K filed with the SEC on March 2, 2022)
10.18+
Form of Award Certificate for Restricted Stock Units (Standard Form) (incorporated by reference to Exhibit 10.41 to
the Company's Annual Report on Form 10-K filed with the SEC on March 2, 2022)
10.19+
Form of Award Certificate for Performance-Based Restricted Stock Units (Standard Form) (incorporated by reference
to Exhibit 10.42 to the Company's Annual Report on Form 10-K filed with the SEC on March 2, 2022)
10.20
Amendment No. 1, dated as of December 12, 2022, to the Amended and Restated Credit Agreement, dated as of
November 18, 2021, by and among Kontoor Brands, Inc., the co-borrowers and guarantors party thereto, and the
lenders and agents from time to time party thereto. (incorporated by reference to Exhibit 10.41 to the Company's
Annual Report on Form 10-K filed with the SEC on March 1, 2023)
10.21+
Kontoor Brands, Inc. 2019 Stock Compensation Plan Amendment No. 1 (incorporated by reference to Exhibit 10.42 to
the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023)
10.22+
Form of Award Certificate for Performance-Based Restricted Stock Units (2023 Form) (incorporated by reference to
Exhibit 10.43 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023)
10.23+
Form of Award Certificate for Restricted Stock Units (Cash Settled) (incorporated by reference to Exhibit 10.44 to the
Company's Annual Report on Form 10-K filed with the SEC on February 28, 2024)
10.24+
Form of Award Certificate for Performance-Based Restricted Stock Units (Cash Settled) (incorporated by reference to
Exhibit 10.45 to the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2024)
10.25+
Separation Agreement entered into April 2, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-
K filed with the SEC on April 5, 2024)
10.26
Share Purchase Agreement, dated as of February 18, 2025, among Kontoor Nordic Holdings AS, Kontoor Brands, Inc.
and Canadian Tire Corporation, Limited (incorporated by reference to Exhibit 2 to the Company's Form 8-K filed with
the SEC on February 21, 2025)
19*
Kontoor Brands, Inc. Insider Trading Policy
21*
Subsidiaries of the Company
23.1*
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
24.1*
Power of Attorney (included in signature pages of this Form 10-K)
31.1*
Certification of Scott H. Baxter, President, Chief Executive Officer and Chairman of the Board of Directors, pursuant to
15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Joseph A. Alkire, Executive Vice President and Chief Financial Officer, pursuant to 15 U.S.C.
Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Scott H. Baxter, President, Chief Executive Officer and Chairman of the Board of Directors, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Joseph A. Alkire, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
Kontoor Brands, Inc. Forfeiture and Recovery Policy for Equity and Incentive Awards (incorporated by reference to
Exhibit 97.1 to the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2024)
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.
Kontoor Brands, Inc. 2024 Form 10-K 41
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
*
Filed herewith.
**
Furnished herewith.
+
Management contract or compensatory plan or arrangement
ITEM 16. FORM 10-K SUMMARY.
None.
42 Kontoor Brands, Inc 2024 Form 10-K
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
KONTOOR BRANDS, INC.
February 25, 2025
By:
/s/ Scott H. Baxter
Scott H. Baxter
President, Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Scott H. Baxter and Joseph A. Alkire, and each or any of them,
his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K,
and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities as of February 25, 2025:
Signature
Capacity
/s/ Scott H. Baxter
President, Chief Executive Officer and Chairman of the Board of Directors
Scott H. Baxter
(Principal Executive Officer)
/s/ Joseph A. Alkire
Executive Vice President and Chief Financial Officer
Joseph A. Alkire
(Principal Financial Officer)
/s/ S. Denise Sumner
Vice President and Chief Accounting Officer
S. Denise Sumner
(Principal Accounting Officer)
/s/ Robert K. Shearer
Director
Robert K. Shearer
/s/ Maryelizabeth R. Campbell
Director
Maryelizabeth R. Campbell
/s/ Ashley D. Goldsmith
Director
Ashley D. Goldsmith
/s/ Robert M. Lynch
Director
Robert M. Lynch
/s/ Andrew E. Page
Director
Andrew E. Page
/s/ Mark L. Schiller
Director
Mark L. Schiller
/s/ Shelley Stewart, Jr.
Director
Shelley Stewart, Jr.
Kontoor Brands, Inc. 2024 Form 10-K 43
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Kontoor Brands, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Kontoor Brands, Inc. and its subsidiaries (the "Company") as of
December 28, 2024 and December 30, 2023, and the related consolidated statements of operations, of comprehensive income, of
equity and of cash flows for each of the three years in the period ended December 28, 2024, including the related notes and schedule
of valuation and qualifying accounts for each of the three years in the period ended December 28, 2024 listed in the index appearing
under Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal
control over financial reporting as of December 28, 2024, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
the Company as of December 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the
three years in the period ended December 28, 2024 in conformity with accounting principles generally accepted in the United States
of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as
of December 28, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's
Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the
Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of
the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are
material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on
the accounts or disclosures to which it relates.
44 Kontoor Brands, Inc. 2024 Form 10-K
Accounting for Deferred Income Taxes
As described in Notes 1 and 18 to the financial statements, the Company has net deferred income tax assets of $70.3 million,
including a valuation allowance of $82.6 million, as of December 28, 2024. Deferred income tax assets and deferred income tax
liabilities reflect the net future tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Net temporary differences and net operating loss carryforwards
are recorded utilizing tax rates currently enacted for the years in which the items are expected to be settled or realized. Management
periodically assesses the realizability of deferred income tax assets and the adequacy of deferred income tax liabilities, including
changes in estimates and judgments used. As disclosed by management, the Company is subject to taxation and files income tax
returns in over 50 U.S. and foreign jurisdictions each year.
The principal considerations for our determination that performing procedures relating to the accounting for deferred income taxes is
a critical audit matter are (i) the significant judgment by management when assessing complex tax laws and regulations and when
identifying and measuring deferred income tax assets and liabilities in such jurisdictions to which the Company is subject; (ii) a high
degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's assessment of complex
tax laws and regulations and the identification and measurement of deferred income tax assets and liabilities; and (iii) the audit effort
involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion
on the financial statements. These procedures included testing the effectiveness of controls relating to accounting for deferred
income taxes. These procedures also included, among others, (i) testing deferred income tax calculations and the financial data used
in the deferred income tax calculations, (ii) testing the accuracy of the income tax rates utilized in the deferred income tax
calculations, and (iii) evaluating management’s assessment of the realizability of deferred income tax assets. Professionals with
specialized skill and knowledge were used to assist in evaluating the application of relevant tax laws and regulations by jurisdiction.
/s/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
February 25, 2025
We have served as the Company’s auditor since 2018.
Kontoor Brands, Inc. 2024 Form 10-K 45
(In thousands, except share amounts)
December 2024
December 2023
ASSETS
Current assets
Cash and cash equivalents
$
334,066
$
215,050
Accounts receivable, net
243,660
217,673
Inventories
390,209
500,353
Prepaid expenses and other current assets
96,346
110,808
Total current assets
1,064,281
1,043,884
Property, plant and equipment, net
103,300
112,045
Operating lease assets
47,171
54,812
Intangible assets, net
11,232
12,497
Goodwill
208,787
209,862
Deferred income tax assets
76,065
75,081
Other assets
139,703
137,258
TOTAL ASSETS
$
1,650,539
$
1,645,439
LIABILITIES AND EQUITY
Current liabilities
Current portion of long-term debt
$
—
$
20,000
Accounts payable
179,680
180,220
Accrued and other current liabilities
193,335
171,414
Operating lease liabilities, current
20,890
21,003
Total current liabilities
393,905
392,637
Operating lease liabilities, noncurrent
29,955
36,753
Deferred income tax liabilities
5,722
5,611
Other liabilities
80,587
74,604
Long-term debt
740,315
763,921
Total liabilities
1,250,484
1,273,526
Commitments and contingencies
Equity
Preferred Stock, no par value; shares authorized, 90,000,000; no shares outstanding at
December 2024 and 2023
—
—
Common Stock, no par value; shares authorized, 600,000,000; outstanding shares of
55,310,671 at December 2024 and 55,720,251 at December 2023
—
—
Additional paid-in capital
316,746
273,197
Retained earnings
199,959
166,567
Accumulated other comprehensive loss
(116,650)
(67,851)
Total equity
400,055
371,913
TOTAL LIABILITIES AND EQUITY
$
1,650,539
$
1,645,439
See accompanying notes to consolidated financial statements.
KONTOOR BRANDS, INC.
Consolidated Balance Sheets
46 Kontoor Brands, Inc. 2024 Form 10-K
Year Ended December
(In thousands, except per share amounts)
2024
2023
2022
Net revenues
$
2,607,578
$
2,607,472 $
2,631,444
Costs and operating expenses
Cost of goods sold
1,446,008
1,519,635
1,497,076
Selling, general and administrative expenses
819,281
768,568
777,703
Total costs and operating expenses
2,265,289
2,288,203
2,274,779
Operating income
342,289
319,269
356,665
Interest expense
(40,824)
(40,408)
(34,919)
Interest income
11,149
3,791
1,352
Other expense, net
(11,191)
(10,753)
(3,962)
Income before income taxes
301,423
271,899
319,136
Income taxes
55,621
40,905
73,643
Net income
$
245,802
$
230,994 $
245,493
Earnings per common share
Basic
$
4.42
$
4.13 $
4.40
Diluted
$
4.36
$
4.06 $
4.31
Weighted average shares outstanding
Basic
55,549
55,961
55,744
Diluted
56,321
56,931
56,962
See accompanying notes to consolidated financial statements.
KONTOOR BRANDS, INC.
Consolidated Statements of Operations
Kontoor Brands, Inc. 2024 Form 10-K 47
Year Ended December
(In thousands)
2024
2023
2022
Net income
$
245,802
$
230,994 $
245,493
Other comprehensive (loss) income
Net change in foreign currency translation
(24,448)
16,405
(14,337)
Net change in defined benefit pension plans
(794)
670
4,420
Net change in derivative financial instruments
(23,557)
(5,261)
23,008
Total other comprehensive (loss) income, net of related taxes
(48,799)
11,814
13,091
Comprehensive income
$
197,003
$
242,808 $
258,584
See accompanying notes to consolidated financial statements.
KONTOOR BRANDS, INC.
Consolidated Statements of Comprehensive Income
48 Kontoor Brands, Inc. 2024 Form 10-K
Year Ended December
(In thousands)
2024
2023
2022
OPERATING ACTIVITIES
Net income
$
245,802
$
230,994 $
245,493
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization
42,635
38,046
37,126
Stock-based compensation
26,585
16,725
21,891
Provision for doubtful accounts
670
(807)
(44)
Deferred income taxes
(6,706)
(3,750)
127
Other
(255)
5,359
(592)
Changes in operating assets and liabilities:
Accounts receivable
(35,412)
14,905
56,696
Inventories
102,992
101,284
(236,166)
Accounts payable
1,869
(19,916)
(4,117)
Income taxes
9,348
(29,335)
6,916
Accrued and other current liabilities
4,613
(1,858)
(31,108)
Other assets and liabilities
(23,911)
4,902
(12,637)
Cash provided by operating activities
368,230
356,549
83,585
INVESTING ACTIVITIES
Property, plant and equipment expenditures
(18,788)
(27,366)
(18,375)
Capitalized computer software
(3,334)
(10,018)
(10,022)
Proceeds from sales of assets
3,603
510
64
Other
(3,741)
(2,264)
(1,785)
Cash used by investing activities
(22,260)
(39,138)
(30,118)
FINANCING ACTIVITIES
Borrowings under revolving credit facility
—
288,000
163,000
Repayments under revolving credit facility
—
(288,000)
(163,000)
Payment of deferred financing costs
—
—
(298)
Repayments of term loan
(45,000)
(10,000)
—
Repurchases of Common Stock
(85,677)
(30,111)
(62,494)
Dividends paid
(112,060)
(108,574)
(103,661)
Proceeds from issuance of Common Stock, net of shares withheld for taxes
2,382
284
(11,700)
Other
—
(7,297)
7,246
Cash used by financing activities
(240,355)
(155,698)
(170,907)
Effect of foreign currency rate changes on cash and cash equivalents
13,401
(5,842)
(8,703)
Net change in cash and cash equivalents
119,016
155,871
(126,143)
Cash and cash equivalents - beginning of period
215,050
59,179
185,322
Cash and cash equivalents - end of period
$
334,066
$
215,050 $
59,179
Supplemental cash flow information:
Interest paid, net of amounts capitalized
$
40,720
$
36,405 $
31,955
Income taxes paid
53,374
74,184
67,798
Change in accrual for property, plant and equipment
(368)
(3,747)
2,522
Change in accrual for capitalized computer software
196
(981)
2,958
See accompanying notes to consolidated financial statements.
KONTOOR BRANDS, INC.
Consolidated Statements of Cash Flows
Kontoor Brands, Inc. 2024 Form 10-K 49
Common Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Equity
(In thousands)
Shares
Amounts
Balance, December 2021
56,381 $
— $
218,259 $
22,635 $
(92,756) $ 148,138
Net income
—
—
—
245,493
—
245,493
Stock-based compensation, net
631
—
25,437
(15,247)
—
10,190
Other comprehensive income
—
—
—
—
13,091
13,091
Dividends on Common Stock
($1.86 per share)
—
—
—
(103,661)
— (103,661)
Repurchases of Common Stock
(1,495)
—
—
(62,494)
—
(62,494)
Balance, December 2022
55,517 $
— $
243,696 $
86,726 $
(79,665) $ 250,757
Net income
—
—
—
230,994
—
230,994
Stock-based compensation, net
782
—
29,612
(12,579)
—
17,033
Other comprehensive income
—
—
—
—
11,814
11,814
Dividends on Common Stock
($1.94 per share)
—
—
—
(108,574)
— (108,574)
Repurchases of Common Stock,
including excise tax
(579)
—
(111)
(30,000)
—
(30,111)
Balance, December 2023
55,720 $
— $
273,197 $
166,567 $
(67,851) $ 371,913
Net income
—
—
—
245,802
—
245,802
Stock-based compensation, net
838
—
43,716
(15,330)
—
28,386
Other comprehensive income
—
—
—
—
(48,799)
(48,799)
Dividends on Common Stock
($2.02 per share)
—
—
—
(112,060)
— (112,060)
Repurchases of Common Stock,
including excise tax
(1,247)
—
(167)
(85,020)
—
(85,187)
Balance, December 2024
55,311 $
— $
316,746 $
199,959 $
(116,650) $ 400,055
See accompanying notes to consolidated financial statements.
KONTOOR BRANDS, INC.
Consolidated Statements of Equity
50 Kontoor Brands, Inc. 2024 Form 10-K
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:
PAGE NUMBER
Note 1
Basis of Presentation and Summary of Significant Accounting Policies
52
Note 2
Revenues
58
Note 3
Business Segment Information
59
Note 4
Accounts Receivable
61
Note 5
Inventories
61
Note 6
Property, Plant and Equipment
62
Note 7
Intangible Assets
62
Note 8
Goodwill
63
Note 9
Other Assets
63
Note 10
Supply Chain Financing
63
Note 11
Short-term Borrowings and Long-term Debt
64
Note 12
Accrued and Other Current Liabilities and Other Liabilities
66
Note 13
Retirement and Savings Benefit Plans
66
Note 14
Fair Value Measurements
68
Note 15
Derivative Financial Instruments and Hedging Activities
70
Note 16
Capital and Accumulated Other Comprehensive Loss
72
Note 17
Stock-Based Compensation
74
Note 18
Income Taxes
76
Note 19
Earnings Per Share
79
Note 20
Leases
79
Note 21
Commitments
80
Note 22
Restructuring
81
Note 23
Subsequent Events
82
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 51
NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Kontoor Brands, Inc. ("Kontoor," the "Company," "we," "us" or "our") is a global lifestyle apparel company headquartered in the United
States ("U.S."). The Company designs, manufactures, procures, sells and licenses apparel, footwear and accessories, primarily
under the brand names Wrangler® and Lee®. The Company's products are sold in the U.S. through mass merchants, specialty stores,
department stores, company-operated stores and online, including digital marketplaces. The Company's products are also sold
internationally, primarily in the Europe, Asia-Pacific and Non-U.S. Americas regions, through department stores, specialty stores,
company-operated stores, concession retail stores, independently-operated partnership stores and online, including digital
marketplaces.
Fiscal Year
The Company operates and reports using a 52/53-week fiscal year ending on the Saturday closest to December 31 of each year. For
presentation purposes herein, all references to periods ended December 2024, December 2023 and December 2022 correspond to
the 52-week fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively.
Macroeconomic Environment and Other Recent Developments
Global macroeconomic conditions that continued to impact the Company during 2024 included ongoing elevated interest rates,
moderating inflation, fluctuating foreign currency exchange rates, supply chain issues and inconsistent consumer demand. These
factors continued to contribute to uncertain global economic conditions and consumer spending patterns, which impacted retailers'
and the Company's operations. Additionally, the U.S. government has recently enacted and proposed tariff increases on imports.
These actions may result in reciprocal tariffs or other restrictive trade measures by foreign jurisdictions. These conditions are causing
greater uncertainty in the global economy. The Company considered the impact of these developments on the assumptions and
estimates used when preparing these annual financial statements including, but not limited to, our allowance for doubtful accounts,
inventory valuations, liabilities for variable consideration, deferred tax valuation allowances, fair value measurements including asset
impairment evaluations, the effectiveness of the Company’s hedging instruments and expected compliance with all applicable
financial covenants in our Credit Agreement (as defined in Note 11 to the Company's financial statements in this Form 10-K). These
assumptions and estimates may change as new events occur and additional information is obtained regarding the impact of the
above conditions. Such future changes may have an adverse impact on the Company's results of operations, financial position and
liquidity.
Basis of Presentation - Consolidated Financial Statements
The consolidated financial statements and related disclosures are presented in accordance with generally accepted accounting
principles in the U.S. ("GAAP"). The Company’s consolidated financial statements are referred to throughout this Annual Report on
Form 10-K as "financial statements."
Use of Estimates
In preparing the financial statements in accordance with GAAP, management makes estimates and assumptions that affect amounts
reported in the financial statements and accompanying notes. Actual results may differ from those estimates.
Foreign Currency Translation and Transactions
The financial statements of most foreign subsidiaries are measured using the foreign currency as their functional currency. Assets
and liabilities denominated in a foreign currency are translated into U.S. dollars using exchange rates in effect at the balance sheet
dates, and revenues and expenses are translated at average exchange rates during the period. Resulting translation gains and
losses are reported in other comprehensive income (“OCI”).
When transactions are denominated in a currency other than the functional currency of a particular subsidiary, they typically result in
receivables or payables that are denominated in the foreign currency. Transaction gains or losses arise when exchange rate
fluctuations either increase or decrease the functional currency cash flows from the originally recorded transactions.
As discussed in Note 15 to the Company's financial statements in this Form 10-K, the Company enters into contracts to manage
foreign currency risk. Net foreign currency transaction gains reported in the statements of operations, net of the related hedging gains
and losses, were $12.7 million, $12.5 million and $7.9 million in 2024, 2023 and 2022, respectively.
Cash and Cash Equivalents
Cash and cash equivalents are demand deposits, receivables from third-party credit card processors and highly liquid investments
that mature within three months of their purchase dates. Cash equivalents totaling $266.2 million and $147.8 million at December
2024 and 2023, respectively, consist of money market funds and short-term time deposits.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
52 Kontoor Brands, Inc. 2024 Form 10-K
Accounts Receivable, Net of Allowance for Doubtful Accounts
Trade accounts receivable are recorded at invoiced amounts, less contractual allowances for trade terms and discounts. Royalty
receivables are recorded at invoiced amounts based on the greater of licensees’ sales of licensed products or contractual minimum
amounts.
The Company is exposed to credit losses, primarily through trade accounts receivable from customers and licensees, which are
generally short-term in nature. The Company maintains an allowance that represents management's best estimate of probable credit
losses. In estimating this allowance, accounts receivable are evaluated on a pooled basis at each reporting date and aggregated on
the basis of similar risk characteristics, including current and forecasted industry trends and economic conditions, aging status of
accounts, geographical location, and the financial strength and credit standing of customers, including payment and default
history. Additionally, specific allowance amounts are established for customer balances that have a higher probability of default.
Receivables are written off against the allowance when all collection efforts have been exhausted and the likelihood of collection is
remote.
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined using standard cost, which approximates
the first-in, first-out method. Existence of physical inventory is verified through periodic physical inventory counts and ongoing cycle
counts throughout the year.
Property, Plant and Equipment
Property, plant and equipment is initially recorded at cost. The Company capitalizes improvements to property, plant and equipment
that substantially extend the useful life of an asset, and interest costs incurred during construction of major assets. Depreciation is
computed using the straight-line method over each asset's estimated useful life, ranging from three to ten years for machinery and
equipment and up to 40 years for buildings and improvements. Amortization expense for leasehold improvements is recognized over
the shorter of the estimated useful life or lease term. Repair and maintenance costs are expensed as incurred.
Capitalized Computer Software and Cloud Computing Arrangements
Expenditures for major software purchases and software developed for internal use, including cloud computing arrangements with
software licenses purchased from vendors, are capitalized and amortized on a straight-line basis over periods ranging from two to ten
years. The Company's policy provides for the capitalization of external direct costs associated with developing or obtaining internal-
use computer software. Capitalized computer software costs are included in the balance sheet within "other assets." Costs
associated with preliminary project stage activities, training, maintenance and post-implementation stage activities are expensed as
incurred.
Cloud computing arrangements that do not include a license, including any related implementation costs, are accounted for as
service contracts and the associated fees are expensed as incurred. Cloud computing arrangements that include a license are
capitalized in the balance sheets within "prepaid expenses and other current assets" for the current portion and "other assets" for the
long-term portion.
Intangible Assets
Intangible assets include acquired trademarks and trade names, some of which are registered in multiple countries. Amortization of
finite-lived trademarks and trade names is computed on a straight-line basis over a 16-year estimated useful life. Trademarks and
trade names determined to have indefinite lives are not amortized.
Depreciation and Amortization Expense
Depreciation and amortization expense related to producing or otherwise obtaining finished goods inventories is reflected in the
Company's statements of operations within "cost of goods sold" and all other depreciation and amortization expense is reflected
within "selling, general and administrative expenses."
Impairment of Long-lived Assets
Property, Plant and Equipment, Operating Lease Assets and Finite-lived Intangible Assets — The Company’s policy is to review
property, plant and equipment, right-of-use operating lease assets and amortizable intangible assets for possible impairment
whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. If
the forecasted undiscounted cash flows to be generated by an asset are not expected to recover the asset’s carrying value, the
estimated fair value is calculated, and an impairment charge is recorded to the extent that the asset’s carrying value exceeds its
estimated fair value.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 53
Goodwill and Indefinite-lived Intangible Assets — The Company’s policy is to evaluate goodwill and indefinite-lived intangible assets
for possible impairment as of the beginning of the fourth quarter of each year, or whenever events or changes in circumstances
indicate that the fair value of such assets may be below their carrying value. The Company may first assess qualitative factors as a
basis for determining whether it is necessary to perform quantitative impairment testing. If the Company performs a qualitative
analysis and determines that it is not more likely than not that the fair value of an asset or reporting unit is less than its carrying value,
then no further testing is required. Otherwise, the assets must be quantitatively tested for possible impairment. Alternatively, the
Company may elect to bypass a qualitative analysis and perform a quantitative analysis.
If goodwill is quantitatively tested for possible impairment, the estimated fair value of a reporting unit is compared with its carrying
value, including the goodwill assigned to that reporting unit. An impairment charge is recorded to the extent that the carrying value of
the reporting unit exceeds its estimated fair value. An indefinite-lived intangible asset is quantitatively tested for possible impairment
by comparing the estimated fair value of the asset with its carrying value. An impairment charge is recorded to the extent that the
asset's carrying value exceeds its estimated fair value.
Leases and Rent Expense
The Company enters into operating leases for retail stores, operational facilities, vehicles and equipment, with terms expiring at
various dates through 2033. Leases for real estate typically have initial terms ranging from one to ten years, generally with renewal
options. Leases for vehicles and equipment typically have initial terms ranging from one to seven years.
The Company determines whether an arrangement is a lease at inception and combines lease and non-lease components as a
single component for all asset classes. For leases with a term of 12 months or less, the Company does not recognize a right-of-use
asset and related lease liability.
Most leases have fixed rentals, with many of the real estate leases requiring additional payments for real estate taxes and
occupancy-related costs. Certain of the Company’s leases contain fixed, indexed, or market-based escalation clauses which impact
future payments. Variable payment provisions, such as contingent rent based on percent of sales or excess mileage over specified
levels, are recognized when the liability is probable. The Company's leases typically contain customary covenants and restrictions.
Rent expense for leases is recorded on a straight-line basis over the lease term beginning on the lease commencement date, which
is the date the underlying asset is made available to the Company, and incorporates the effects of any associated landlord incentives
or scheduled rent fluctuations.
Lease agreements may include optional renewals, terminations or purchases, which are considered in the Company’s assessments
of lease terms when such options are reasonably certain to be exercised. For retail real estate leases, the Company does not
typically assume exercise of renewal options in its assessment of the underlying lease term. For non-retail real estate leases, the
Company includes the renewal options in its assessment of the underlying lease term if renewal options are reasonably certain to be
exercised. Renewals for all other leases are determined on a lease-by-lease basis.
The Company measures right-of-use operating lease assets and related operating lease liabilities based on the present value of
remaining lease payments, including in-substance fixed payments, the current payment amount when payments depend on an index
or rate (e.g., inflation adjustments, market renewals) and the amount the Company believes is probable to be paid to the lessor under
residual value guarantees, when applicable. As applicable borrowing rates are not typically implied within our lease arrangements,
the Company discounts lease payments based on its estimated incremental borrowing rate at lease commencement, or modification,
which is based on the Company’s estimated credit rating, the lease term at commencement or modification and the jurisdiction where
the lease is being executed.
Revenue Recognition
The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied based
on the transfer of control of promised goods or services. Revenue recognition within the wholesale channels occurs either upon
shipment or delivery of goods based on contractual terms with the customer. Revenue recognition in the Direct-to-Consumer channel
typically occurs at the point of sale for Company-operated or concession retail stores and either upon shipment or delivery of goods
for e-commerce transactions based on contractual terms with the customer. For finished products shipped directly to customers from
our suppliers or other third parties, the Company’s promise to the customer is a performance obligation to provide the specified goods
and the Company has discretion in establishing pricing. For all arrangements, the Company is the principal in the transaction.
Contractual arrangements with customers in our wholesale channels are typically on a purchase order basis with payment terms
between 30 and 60 days.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
54 Kontoor Brands, Inc. 2024 Form 10-K
The net revenue recognized reflects the expected consideration to be received for providing the goods or services to the customer,
net of estimates for variable consideration which includes allowances for trade terms, sales incentive programs, discounts,
markdowns, chargebacks and product returns. Estimates of variable consideration are determined at contract inception and
reassessed at each reporting date, at a minimum, to reflect any changes in facts and circumstances. The Company utilizes the
expected value method in determining its estimates of variable consideration, based on evaluations of specific product and customer
circumstances, historical and anticipated trends and current economic conditions. Estimates for variable consideration are recorded
as "accrued and other current liabilities" in the Company's balance sheets.
Revenue from the sale of gift cards is deferred and recorded as a contract liability until the gift card is redeemed by the customer,
factoring in breakage as appropriate, which considers whether the Company has a legal obligation to remit the value of the
unredeemed gift card to any jurisdiction under unclaimed property regulations.
The Company sponsors a customer loyalty program in certain regions which allows its direct-to-consumer customers to earn rewards
that are redeemable for discounts on future purchases. Under the program, the Company estimates the standalone selling price of
the loyalty rewards and allocates a portion of the consideration for the sale of products to the loyalty points earned. This deferred
amount is recorded as a contract liability, and recognized as revenue when the points are redeemed or when the likelihood of
redemption is remote.
The Company has elected to treat all shipping and handling activities as fulfillment costs and recognize the costs as selling, general
and administrative expenses rather than an additional performance obligation. Shipping and handling costs billed to customers are
included in net revenues. Sales taxes and value added taxes collected from customers and remitted to governmental authorities are
excluded from net revenues.
The Company has licensing agreements for the use of its intellectual property, most of which include minimum guarantees for sales-
based royalties. Royalty income is recognized as earned over the respective license term based on the greater of minimum
guarantees or the licensees’ sales of licensed products at rates specified in the licensing contracts. Royalty income related to the
minimum guarantees is recognized using a measure of progress with variable amounts recognized only when the cumulative earned
royalty exceeds the minimum guarantees and collection is probable. As of December 2024, the Company has contractual rights
under its licensing agreements to receive $85.5 million of fixed consideration related to the future minimum guarantees through
December 2029. The variable consideration is not disclosed as a remaining performance obligation because the licensing
arrangements qualify for the sales-based royalty exemption. Royalty income included within "net revenues" in the Company's
statements of operations was $45.8 million, $37.1 million and $32.5 million in 2024, 2023 and 2022, respectively.
Disclosure is required for the aggregate transaction price allocated to performance obligations that are unsatisfied at the end of a
reporting period, unless the optional practical expedients are applicable. The Company elected the practical expedients that do not
require disclosure of the transaction price allocated to remaining performance obligations for (i) variable consideration related to
sales-based royalty arrangements and (ii) contracts with an original expected duration of one year or less.
The Company has applied the practical expedient to recognize the incremental costs of obtaining a contract as an expense when
incurred if the amortization period of the asset that otherwise would have been recognized is one year or less.
Cost of Goods Sold
Cost of goods sold for company-manufactured goods includes all materials, labor and overhead costs incurred in the production
process. Cost of goods sold for purchased finished goods includes the purchase costs and related overhead. In both cases, cost of
goods sold includes all costs related to manufacturing or purchasing finished goods, including costs of planning, purchasing, quality
control, depreciation, amortization, restructuring, freight, duties, royalties paid to third parties and shrinkage.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include costs of product development, selling, advertising and marketing, direct-to-
consumer operations, warehousing, distribution, shipping and handling, licensing, restructuring and administration. Advertising and
marketing costs are expensed as incurred and totaled $140.5 million, $133.0 million and $137.8 million in 2024, 2023 and 2022,
respectively. Advertising and marketing costs include traditional and digital media, as well as other expenses related to demand
creation and internal payroll costs for advertising and marketing employees. Advertising and marketing costs also include cooperative
advertising payments made to the Company's customers as reimbursement for their costs of advertising the Company’s products,
and totaled $3.1 million, $2.8 million and $4.3 million in 2024, 2023 and 2022, respectively. Shipping and handling costs for delivery
of products to customers totaled $85.8 million, $93.5 million and $89.0 million in 2024, 2023 and 2022, respectively.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 55
Derivative Financial Instruments
Derivative financial instruments are measured at fair value in the Company's balance sheets. Unrealized gains and losses are
recognized as assets and liabilities, respectively, and classified as current or noncurrent based on the derivatives’ maturity dates. The
accounting for changes in the fair value of a derivative instrument (i.e., gains and losses) depends on the intended use of the
derivative, whether the Company has elected to designate the derivative in a hedging relationship and apply hedge accounting and
whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.
To qualify for hedge accounting treatment, all hedging relationships must be formally documented at the inception of the hedges and
must be highly effective in offsetting changes in future cash flows of hedged transactions. Further, at the inception of a contract and
on an ongoing basis, the Company assesses whether the hedging instruments are effective in offsetting the risk of the hedged
transactions. Occasionally, a portion of a derivative instrument will be considered ineffective in hedging the originally identified
exposure due to a decline in amount or a change in timing of the hedged exposure. In such cases, hedge accounting treatment is
discontinued for the ineffective portion of that hedging instrument. Changes in fair value for the ineffective portion of hedges are
recognized in net income. The Company does not use derivative instruments for trading or speculative purposes. Hedging cash flows
are classified in the Company's statements of cash flows in the same category as the items being hedged.
Cash Flow Hedges — The Company uses foreign currency exchange contracts primarily to hedge a portion of the exchange risk for
its forecasted sales, purchases, intercompany service fees and royalties. The Company uses interest rate swap agreements to
partially hedge the interest rate risk associated with the volatility of the applicable monthly interest rate benchmark in our Credit
Agreement (as defined in Note 11 to the Company's financial statements in this Form 10-K).
Derivative Contracts Not Designated as Hedges — Any contracts that are not designated as hedges are recorded at fair value in the
Company's balance sheets, and changes in the fair values are recognized directly in earnings.
The counterparties to our derivative contracts are financial institutions with investment grade credit ratings, but this does not eliminate
the Company's exposure to credit risk with these institutions. To manage its credit risk, the Company monitors the credit risks of its
counterparties, limits its exposure in the aggregate and to any single counterparty, and adjusts its hedging positions as appropriate.
The credit risk impact of the Company and its counterparties, as well as the ability of each party to fulfill its obligations under the
contracts, is considered in determining the fair value of the derivative contracts. Credit risk has not had a significant effect on the fair
value of our derivative contracts. The counterparties to our derivative contracts are also lenders under our Credit Facilities (as defined
in Note 11 to the Company's financial statements in this Form 10-K). These derivative contracts are secured by the same collateral
that secures our Credit Facilities.
Self-insurance
The Company is self-insured for a significant portion of its employee medical, workers’ compensation, property and general liability
exposures. Liabilities for self-insured exposures are accrued at the present value of amounts expected to be paid based on historical
claims experience and actuarial data for forecasted settlements of claims filed and for incurred but not yet reported claims. Accruals
for self-insured exposures are included in current and noncurrent liabilities based on the expected periods of payment. Excess liability
insurance has been purchased to limit the amount of self-insured risk on claims.
Income Taxes
Income taxes are provided on pre-tax income for financial reporting purposes. "Deferred income tax assets" and "deferred income tax
liabilities," as presented in the Company's balance sheets, reflect the net future tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Net
temporary differences and net operating losses are recorded utilizing tax rates currently enacted for the years in which the items are
expected to be settled or realized. We periodically assess the realizability of deferred tax assets and the adequacy of deferred tax
liabilities, including changes in estimates and judgments used. A valuation allowance is recognized if, based on the weight of
available evidence, it is more likely than not (likelihood of more than 50%) that some portion, or all, of a deferred tax asset will not be
realized. Accrued income taxes in the Company's balance sheets include unrecognized income tax benefits along with related
interest and penalties, which are appropriately classified as current or noncurrent. All deferred tax assets and liabilities are classified
as noncurrent in the Company's balance sheets. The provision for income taxes as presented in the Company's statements of
operations also includes estimated interest and penalties related to uncertain tax positions.
Concentration of Risks
The Company markets products to a broad customer base throughout the world. Products are sold at a range of price points through
our wholesale and direct-to-consumer channels. The Company’s largest and second-largest customers, both U.S.-based retailers,
accounted for 36% and 13% of 2024 net revenues, respectively, and the top ten customers accounted for 62% of 2024 net revenues.
Sales are typically made on an unsecured basis under customary terms that vary by product, channel of distribution or geographic
region. The Company continuously monitors the creditworthiness of its customers and has established internal policies regarding
customer credit limits. The Company is not aware of any issues with respect to relationships with any of its top customers.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
56 Kontoor Brands, Inc. 2024 Form 10-K
Legal and Other Contingencies
Management periodically assesses liabilities and contingencies in connection with legal proceedings and other claims that may arise
from time to time. When it is probable that a loss has been or will be incurred, an estimate of the loss is recorded in the financial
statements. Estimates of losses are adjusted when additional information becomes available or circumstances change. A contingent
liability is disclosed when there is at least a reasonable possibility that a material loss may have been incurred. Based on the
information currently available, management believes that the outcome of any outstanding or pending matters, individually and in the
aggregate, will not have a material adverse effect on the financial statements.
Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock
outstanding during the period. Diluted earnings per share assumes conversion of potentially dilutive securities such as stock options,
restricted stock and restricted stock units.
Reclassifications
Certain prior year amounts in the Company's disclosures have been reclassified to conform with the current year presentation.
Out-of-Period Duty Expense Recorded in 2023
During 2023, management identified inaccuracies in processing certain transactions with U.S. Customs and Border Protection ("U.S.
Customs") arising from the implementation of the Company's enterprise resource planning system, which resulted in an
underpayment of duties owed to U.S. Customs for the 2021 to 2023 periods. Accordingly, the Company recorded an out-of-period
adjustment in 2023 to accrue for the underpayment of duty expense related to the 2022 and 2021 periods. The $14.5 million out-of-
period expense, recorded within "cost of goods sold" in 2023, results in a lack of comparability between periods in the statements of
operations.
Recently Adopted Accounting Standards
In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04,
"Disclosure of Supplier Finance Program Obligations," which requires entities that provide supplier finance programs in connection
with the purchase of goods and services to disclose key terms of the programs, outstanding confirmed amounts as of period end, a
description of where those obligations are presented in the balance sheets and an annual rollforward of obligations. This guidance
was adopted by the Company during the first quarter of 2023, except for the requirement to include a rollforward of obligations which
was adopted by the Company during the fourth quarter of 2024. Refer to Note 10 to the Company's financial statements in this Form
10-K for additional information related to our supply chain finance programs.
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures," which requires enhanced disclosures about significant segment expenses. This guidance was adopted by the Company
during the fourth quarter of 2024 and requires retrospective application to all prior periods presented in the financial statements. Refer
to Note 3 to the Company's financial statements in this Form 10-K for additional information related to segment expenses.
Recently Issued Accounting Standards
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which
requires disclosure of specific categories and greater disaggregation within the income tax rate reconciliation, and disclosure of
disaggregated income taxes paid. This guidance is effective for the Company for the annual reporting period ending in 2025, and the
Company is currently evaluating the impact that adoption of this guidance will have on its financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses," and in January 2025, the FASB
issued ASU 2025-01, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic
220-40): Clarifying the Effective Date." This guidance requires disclosure of detailed expense information, including inventory and
manufacturing expense, employee compensation, depreciation and intangible asset amortization, for certain income statement line
items. This guidance is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after
December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that adoption of this guidance will
have on its financial statements and disclosures.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 57
NOTE 2 — REVENUES
Disaggregation of Revenue
The following tables present revenues disaggregated by channel and geography. Revenues from licensing arrangements are
included within the U.S. or Non-U.S. Wholesale channels, based on the respective region where the licensee sells the product.
Direct-to-Consumer revenues include sales from company-operated Wrangler® and Lee® branded full-price and outlet stores, online
and international concession arrangements.
Other includes sales and licensing of Chic®, Rock & Republic®, other company-owned brands and private label apparel.
Year Ended December 2024
(In thousands)
Wrangler
Lee
Other
Total
Channel revenues
U.S. Wholesale
$
1,460,102 $
414,803 $
10,200 $
1,885,105
Non-U.S. Wholesale
177,107
222,308
—
399,415
Direct-to-Consumer
168,780
153,514
764
323,058
Total
$
1,805,989 $
790,625 $
10,964 $
2,607,578
Geographic revenues
U.S.
$
1,602,413 $
473,672 $
10,964 $
2,087,049
International
203,576
316,953
—
520,529
Total
$
1,805,989 $
790,625 $
10,964 $
2,607,578
Year Ended December 2023
(In thousands)
Wrangler
Lee
Other
Total
Channel revenues
U.S. Wholesale
$
1,418,102 $
440,690 $
10,149 $
1,868,941
Non-U.S. Wholesale
181,766
246,873
10
428,649
Direct-to-Consumer
154,262
154,957
663
309,882
Total
$
1,754,130 $
842,520 $
10,822 $
2,607,472
Geographic revenues
U.S.
$
1,549,051 $
500,816 $
10,812 $
2,060,679
International
205,079
341,704
10
546,793
Total
$
1,754,130 $
842,520 $
10,822 $
2,607,472
Year Ended December 2022
(In thousands)
Wrangler
Lee
Other
Total
Channel revenues
U.S. Wholesale
$
1,423,757 $
460,799 $
9,903 $
1,894,459
Non-U.S. Wholesale
183,714
266,201
903
450,818
Direct-to-Consumer
138,334
147,366
467
286,167
Total
$
1,745,805 $
874,366 $
11,273 $
2,631,444
Geographic revenues
U.S.
$
1,542,593 $
521,636 $
10,370 $
2,074,599
International
203,212
352,730
903
556,845
Total
$
1,745,805 $
874,366 $
11,273 $
2,631,444
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
58 Kontoor Brands, Inc. 2024 Form 10-K
Contract Balances
Accounts receivable represent the Company's unconditional right to receive consideration from a customer and are recorded at net
invoiced amounts, less estimated allowances.
Contract assets are rights to receive consideration in exchange for goods or services that have been transferred to a customer when
that right is conditional on something other than the passage of time. When the Company's right to receive consideration under a
contract becomes unconditional, amounts are invoiced and contract assets are reclassified to "accounts receivable" within the
Company's balance sheets. The Company's primary contract assets relate to sales-based royalty arrangements.
Contract liabilities are recorded when a customer pays consideration, but the Company still has a remaining obligation to transfer the
good or service to the customer.
The following table presents information about contract balances recorded in the Company's balance sheets:
(In thousands)
December 2024
December 2023
Accounts receivable, net
$
243,660
$
217,673
Contract assets (a)
$
16,576
$
10,929
Contract liabilities (b)
$
1,757
$
1,713
(a) Included within "prepaid expenses and other current assets" in the Company's balance sheets.
(b) Included within "accrued and other current liabilities" in the Company's balance sheets.
For the year ended December 2024, revenue of $1.1 million was recognized that was included in contract liabilities as of December
2023. For the year ended December 2023, revenue of $0.4 million was recognized that was included in contract liabilities as of
December 2022.
Performance Obligations
As of December 2024, there were no arrangements with any transaction price allocated to remaining performance obligations other
than (i) contracts for which the Company has applied the practical expedients and (ii) fixed consideration related to future minimum
guarantees. For the year ended December 2024, revenue recognized from performance obligations satisfied, or partially satisfied, in
prior periods was not significant.
NOTE 3 — BUSINESS SEGMENT INFORMATION
The Company has two reportable segments:
•
Wrangler — Wrangler® branded denim, apparel, footwear and accessories.
•
Lee — Lee® branded denim, apparel, footwear and accessories.
The Company considers its chief executive officer to be its chief operating decision maker. The chief operating decision maker
allocates resources and assesses performance based on the global brand net revenues and segment profit of Wrangler® and Lee®,
which are the Company's reportable segments. Segment profit is defined as income before income taxes, interest expense, interest
income and corporate and other expenses. Segment net revenues and segment profit are reviewed and compared against forecasted
amounts in order to guide execution of the Company's strategic goals. Segment assets and segment expenditures for long-lived
assets are not regularly provided to or used by the chief operating decision maker and thus are not disclosed.
In addition, we report an "Other" category to reconcile segment revenues and segment profit to the Company's operating results, but
the Other category does not meet the criteria to be considered a reportable segment. Other includes sales and licensing of Chic®,
Rock & Republic®, other company-owned brands and private label apparel, and the associated costs.
Accounting policies utilized for internal management reporting at the individual segments are consistent with those included in Note 1
to the Company's financial statements in this Form 10-K. In addition, the Company has certain shared costs in each region that it
allocates between the Wrangler® and Lee® segments. In addition, the Company allocates costs for certain centralized functions and
programs to the Wrangler® and Lee® segments. These centralized functions and programs include, but are not limited to, information
technology, human resources, supply chain, insurance and related benefit costs associated with those functions. Allocations are
based on appropriate metrics such as usage or production of net revenues.
Corporate and other expenses, including certain restructuring and transformation costs, and interest income and expense are not
controlled by segment management and therefore are excluded from the measurement of segment profit.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 59
The following tables present financial information for the Company's reportable segments and income before income taxes:
Year Ended December
(In thousands)
2024
2023
2022
Wrangler
Net revenues (1)
$
1,805,989
$
1,754,130 $
1,745,805
Cost of goods sold
1,023,548
1,052,091
1,031,293
Selling, general and administrative expenses
407,897
386,032
389,351
Other segment items (2)
8,235
8,486
3,988
Segment profit
$
366,309
$
307,521 $
321,173
Lee
Net revenues (1)
$
790,625
$
842,520 $
874,366
Cost of goods sold
413,344
459,859
459,334
Selling, general and administrative expenses
284,335
282,246
291,182
Other segment items (2)
3,284
2,267
2,794
Segment profit
$
89,662
$
98,148 $
121,056
Total reportable segment profit
$
455,971
$
405,669 $
442,229
Corporate and other expenses
(123,240)
(96,075)
(88,932)
Interest expense
(40,824)
(40,408)
(34,919)
Interest income
11,149
3,791
1,352
Loss related to other revenues (3)
(1,633)
(1,078)
(594)
Income before income taxes
$
301,423
$
271,899 $
319,136
(1) Refer to Note 2 to the Company's financial statements in this Form 10-K for the reconciliation of reportable segment revenues to consolidated net
revenues.
(2) "Other segment items" primarily includes funding fees related to the sale of trade accounts receivable program discussed in Note 4 to the
Company's financial statements in this Form 10-K. Funding fees are reflected in the Company's statements of operations within "other expense, net".
(3) "Loss related to other revenues" includes sales and licensing of Chic®, Rock & Republic®, other company-owned brands and private label apparel,
and the associated costs, for purposes of reconciling "total reportable segment profit" to consolidated "income before income taxes."
The following table presents supplemental information of net revenues by geographic area based on the location of the customer:
Year Ended December
(In thousands)
2024
2023
2022
Revenues:
U.S.
$
2,087,049
$
2,060,679 $
2,074,599
International
520,529
546,793
556,845
Total
$
2,607,578
$
2,607,472 $
2,631,444
Our largest customer accounted for 36% of the Company's total net revenues in 2024, 2023 and 2022. Our second-largest customer
accounted for 13% of total net revenues in 2024, and 11% of total net revenues in both 2023 and 2022. Sales to these two customers
are included in both the Wrangler® and Lee® reportable segments.
The following table presents "property, plant and equipment, net" recorded in the Company's balance sheets by geographic area
based on physical location:
(In thousands)
December 2024
December 2023
Property, plant and equipment, net:
U.S.
$
68,601
$
66,803
International
34,699
45,242
Total
$
103,300
$
112,045
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
60 Kontoor Brands, Inc. 2024 Form 10-K
NOTE 4 — ACCOUNTS RECEIVABLE
The following table presents components of "accounts receivable, net" recorded in the Company's balance sheets:
(In thousands)
December 2024
December 2023
Trade
$
235,774
$
200,911
Royalty and other
14,324
23,977
Total accounts receivable
250,098
224,888
Less: allowance for doubtful accounts
(6,438)
(7,215)
Accounts receivable, net
$
243,660
$
217,673
Allowance for Doubtful Accounts
The following table presents a rollforward of the allowance for doubtful accounts:
(In thousands)
Balance, December 2022
$
9,918
Decrease in provision for expected credit losses
(807)
Accounts receivable balances written off
(2,388)
Other (1)
492
Balance, December 2023
$
7,215
Increase in provision for expected credit losses
670
Accounts receivable balances written off
(1,215)
Other (1)
(232)
Balance, December 2024
$
6,438
(1) Other primarily includes the impact of foreign currency translation and recoveries of amounts previously written off, none of which were individually
significant.
Sale of Trade Accounts Receivable
The Company is party to an agreement with a financial institution to sell selected trade accounts receivable on a nonrecourse basis.
Under this agreement, up to $377.5 million of the Company’s trade accounts receivable may be sold to the financial institution and
remain outstanding at any point in time. The Company removes the sold balances from "accounts receivable, net" in its balance sheet
at the time of sale. The Company does not retain any interests in the sold trade accounts receivable but continues to service and
collect outstanding trade accounts receivable on behalf of the financial institution.
The Company sold total trade accounts receivable of $1.4 billion during 2024, 2023, and 2022. As of December 2024 and December
2023, $178.2 million and $197.7 million, respectively, of the sold trade accounts receivable remained outstanding with the financial
institution.
The funding fees charged by the financial institution for this program are reflected in the Company's statements of operations within
"other expense, net" and were $11.7 million, $12.0 million and $5.6 million in 2024, 2023 and 2022, respectively. Net proceeds of this
program are reflected as operating activities in the Company's statements of cash flows.
NOTE 5 — INVENTORIES
The following table presents components of "inventories" recorded in the Company's balance sheets:
(In thousands)
December 2024
December 2023
Finished products
$
323,654
$
421,051
Work-in-process
33,011
35,722
Raw materials
33,544
43,580
Total inventories
$
390,209
$
500,353
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 61
NOTE 6 — PROPERTY, PLANT AND EQUIPMENT
The following table presents components of "property, plant and equipment, net" recorded in the Company's balance sheets:
(In thousands)
December 2024
December 2023
Land and improvements
$
10,236
$
10,795
Buildings and improvements
168,171
184,173
Machinery and equipment
314,239
335,574
Property, plant and equipment, at cost
492,646
530,542
Less: accumulated depreciation and amortization
(389,346)
(418,497)
Property, plant and equipment, net
$
103,300
$
112,045
Depreciation expense was $24.0 million, $20.2 million and $21.4 million in 2024, 2023 and 2022, respectively.
Refer to Note 14 to the Company's financial statements in this Form 10-K for information on the related fair value considerations.
NOTE 7 — INTANGIBLE ASSETS
The following tables present components of "intangible assets, net" recorded in the Company's balance sheets:
(In thousands)
Amortization
Period
Amortization
Method
Cost
Accumulated
Amortization
Net Carrying
Amount
December 2024
Finite-lived intangible assets:
Trademarks
16 years
Straight-line
$
58,132 $
51,089 $
7,043
Indefinite-lived intangible assets:
Trademarks and trade names
4,189
Intangible assets, net
$
11,232
(In thousands)
Amortization
Period
Amortization
Method
Cost
Accumulated
Amortization
Net Carrying
Amount
December 2023
Finite-lived intangible assets:
Trademarks
16 years
Straight-line
$
58,132 $
50,083 $
8,049
Indefinite-lived intangible assets:
Trademarks and trade names
4,448
Intangible assets, net
$
12,497
Amortization expense was $1.0 million in 2024, 2023 and 2022. Estimated amortization expense for the next five years is $1.0 million
each year.
Refer to Note 14 to the Company's financial statements in this Form 10-K for information on the related fair value considerations.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
62 Kontoor Brands, Inc. 2024 Form 10-K
NOTE 8 — GOODWILL
The following table presents changes in "goodwill" recorded in the Company's balance sheets, summarized by reportable segment:
(In thousands)
Wrangler
Lee
Total
Balance, December 2022
$
129,327 $
80,300 $
209,627
Currency translation
145
90
235
Balance, December 2023
129,472
80,390
209,862
Currency translation
(663)
(412)
(1,075)
Balance, December 2024
$
128,809 $
79,978 $
208,787
Refer to Note 14 to the Company's financial statements in this Form 10-K for information on the related fair value considerations.
NOTE 9 — OTHER ASSETS
The following table presents components of "other assets" recorded in the Company's balance sheets:
(In thousands)
December 2024
December 2023
Investments held for deferred compensation plans (Note 13)
$
42,872
$
39,966
Capitalized computer software, net of accumulated amortization of $56,069 in 2024 and
$43,108 in 2023
63,051
74,481
Partnership stores and shop-in-shop costs, net of accumulated amortization of $16,109 in
2024 and $16,380 in 2023
4,586
3,888
Derivative assets (Note 15)
7,265
1,438
Other
21,929
17,485
Total other assets
$
139,703
$
137,258
NOTE 10 — SUPPLY CHAIN FINANCING
The Company facilitates Supply Chain Finance ("SCF") programs with its financial institutions that allow certain suppliers the option
to sell or assign their rights to receivables due from the Company, enabling the suppliers to receive payment from the financial
institutions sooner than our negotiated payment terms. Participation in an SCF program is voluntary and based on terms and
conditions negotiated directly between the suppliers and the financial institutions. The Company agrees to commercial terms with
suppliers independent of their participation in an SCF program, and thus their participation has no impact on our payment terms. The
Company is not a party to the agreements between our suppliers and the financial institutions, and has no economic interest in our
suppliers' decision to participate in an SCF program. Suppliers who participate in an SCF program have sole discretion to determine
which invoices, if any, are to be sold to the financial institutions. All amounts payable to suppliers who participate in SCF programs
are included within "accounts payable" in the Company's balance sheets, and the Company's associated payments are included in
operating activities in the Company's statements of cash flows.
The following table presents a rollforward of total outstanding balances included in accounts payable due to suppliers that participate
in the SCF programs:
(In thousands)
Balance, December 2022
$
24,664
Invoices issued to suppliers and made available for sale to financial institutions
189,138
Invoices paid by the Company to suppliers
(194,132)
Balance, December 2023
$
19,670
Invoices issued to suppliers and made available for sale to financial institutions
207,024
Invoices paid by the Company to suppliers
(195,567)
Balance, December 2024
$
31,127
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 63
NOTE 11 — SHORT-TERM BORROWINGS AND LONG-TERM DEBT
Short-term Borrowings
At December 2024 and December 2023, the Company had $19.2 million and $24.1 million, respectively, of international lines of credit
with various banks, which are uncommitted and may be terminated at any time by either the Company or the banks. There were no
outstanding balances under these arrangements at December 2024 and December 2023.
Long-term Debt
The following table presents the components of "long-term debt" recorded in the Company's balance sheets:
(In thousands)
December 2024
December 2023
Revolving Credit Facility
$
—
$
—
Term Loan A
344,100
388,481
4.125% Notes, due 2029
396,215
395,440
Total long-term debt
740,315
783,921
Less: current portion
—
(20,000)
Long-term debt, due beyond one year
$
740,315
$
763,921
Credit Facilities
The Company is party to a senior secured Credit Agreement, as amended and restated on November 18, 2021 (the "Credit
Agreement"), which provides for (i) a five-year $400.0 million term loan A facility (“Term Loan A”) and (ii) a five-year $500.0 million
revolving credit facility (the “Revolving Credit Facility”), collectively referred to as “Credit Facilities,” with the lenders and agents party
thereto.
Term Loan A requires quarterly repayments of $5.0 million, with the remaining principal of $335.0 million due at maturity in November
2026. During the year ended December 2024, the Company repaid a total of $45.0 million of the principal outstanding on Term Loan
A, including a $25.0 million voluntary early repayment which eliminated future required quarterly repayments until June 2026. Term
Loan A had an outstanding principal amount of $345.0 million and $390.0 million at December 2024 and December 2023,
respectively, which is reported net of unamortized deferred financing costs. As of December 2024, interest expense on Term Loan A
was being recorded at an effective annual interest rate of 5.6%, including the amortization of deferred financing costs and the impact
of the Company’s interest rate swap agreements.
The Revolving Credit Facility may be used to borrow funds in both U.S. dollar and certain non-U.S. dollar currencies, and has a
$75.0 million letter of credit sublimit. As of December 2024, the Company had no outstanding borrowings under the Revolving Credit
Facility and $6.5 million of outstanding standby letters of credit issued on behalf of the Company, leaving $493.5 million available for
borrowing against this facility.
The interest rate per annum applicable to borrowings under the Credit Facilities is an interest rate benchmark elected by the
Company based on the currency and term of the borrowing plus an applicable margin, as defined therein.
The Credit Agreement contains certain affirmative and negative covenants customary for financings of this type that, among other
things, limit the ability of the Company and its subsidiaries to incur additional indebtedness or liens, to dispose of assets, to make
certain fundamental changes, to designate subsidiaries as unrestricted, to make certain investments, to prepay certain indebtedness
and to pay dividends, or to make other distributions or redemptions/repurchases, in respect of the Company and its subsidiaries’
equity interests. In addition, the Credit Agreement contains financial covenants which require compliance with (i) a total leverage ratio
not to exceed 4.50 to 1.00 as of the last day of any test period, with an allowance for up to two elections to increase the limit to 5.00
to 1.00 in connection with certain material acquisitions, and (ii) a consolidated interest coverage ratio as of the last day of any test
period to be no less than 3.00 to 1.00. The Credit Agreement also contains events of default customary for financings of this type,
including certain customary change of control events. As of December 2024, the Company was in compliance with all covenants
under the Credit Agreement and expects to maintain compliance with the applicable covenants for at least one year from the
issuance of these financial statements.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
64 Kontoor Brands, Inc. 2024 Form 10-K
Senior Notes
On November 18, 2021, the Company entered into an indenture (the “Indenture”) by and among the Company and certain
subsidiaries of the Company named as guarantors therein (the "Guarantors"), pursuant to which it issued $400.0 million of unsecured
senior notes due 2029 bearing interest at a fixed rate of 4.125% per annum (the “Notes”) through a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United
States to non-U.S. persons pursuant to Regulation S under the Securities Act. Interest on the Notes is payable in cash in arrears on
May 15 and November 15 of each year.
The Notes had an outstanding principal amount of $400.0 million at both December 2024 and December 2023, which is reported net
of unamortized deferred financing costs. As of December 2024, interest expense on the Notes was being recorded at an effective
annual interest rate of 4.3%, including the amortization of deferred financing costs.
The Notes are guaranteed on a senior unsecured basis by the Company’s existing and future domestic subsidiaries (other than
certain excluded subsidiaries) that are borrowers under or guarantors of the Credit Facilities or certain other indebtedness. The Notes
rank pari passu in right of payment with all existing and future senior indebtedness of the Company and the Guarantors and are
effectively subordinated to all of the Company’s and the Guarantors’ existing and future secured indebtedness, to the extent of the
value of the collateral securing such indebtedness.
The Notes mature in November 2029. Prior to maturity, the Company may redeem all or a portion of the Notes at the redemption
prices set forth in the Indenture. In addition, in connection with any tender offer for the Notes, including a change of control offer, if
holders of not less than 90% in aggregate principal amount of the Notes validly tender their Notes, the Company or a third party in
lieu of the Company would have the right to redeem all Notes that remain outstanding following such tender at a redemption price
equal to the price offered to each other holder of the Notes (excluding any early tender or incentive fee) in such tender offer (including
a change of control offer) plus, to the extent not included in the tender offer payment (or payment pursuant to the change of control
offer), accrued and unpaid interest to, but excluding, the date of redemption.
The Indenture governing the Notes contains customary negative covenants for financings of this type that, among other things, limit
the ability of the Company and its restricted subsidiaries to incur additional indebtedness or issue certain preferred shares, pay
dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens,
consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets, enter into certain transactions with
affiliates and designate subsidiaries as unrestricted subsidiaries. The Indenture does not contain any financial covenants. As of
December 2024, the Company was in compliance with the covenants of the Indenture.
The following table presents scheduled payments of long-term debt as of December 2024 for the next five years and thereafter:
(In thousands)
Future Principal Payments
2025
$
—
2026
345,000
2027
—
2028
—
2029
400,000
Thereafter
—
745,000
Less: unamortized deferred financing costs
(4,685)
Total long-term debt
740,315
Less: current portion
—
Long-term debt, due beyond one year
$
740,315
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 65
NOTE 12 — ACCRUED AND OTHER CURRENT LIABILITIES AND OTHER LIABILITIES
The following table presents components of "accrued and other current liabilities" recorded in the Company's balance sheets:
(In thousands)
December 2024
December 2023
Advertising
$
6,737
$
7,826
Compensation
59,234
37,501
Contract liabilities (Note 2)
1,757
1,713
Customer deposits
6,391
5,833
Customer discounts, allowances and incentives
39,510
42,159
Deferred compensation (Note 13)
6,104
6,284
Derivative liabilities (Note 15)
10,659
4,009
Income taxes payable
10,478
11,552
Other taxes
22,350
21,580
Professional services
8,967
8,598
Restructuring (Note 22)
1,830
827
Other
19,318
23,532
Accrued and other current liabilities
$
193,335
$
171,414
The following table presents components of "other liabilities" recorded in the Company's balance sheets:
(In thousands)
December 2024
December 2023
Deferred compensation (Note 13)
$
47,229
$
42,855
Derivative liabilities (Note 15)
961
1,112
Income taxes payable
15,256
13,949
Pension liabilities (Note 13)
4,007
3,491
Restructuring (Note 22)
65
—
Other
13,069
13,197
Other liabilities
$
80,587
$
74,604
NOTE 13 — RETIREMENT AND SAVINGS BENEFIT PLANS
Pension Plan
The Company sponsors a defined benefit pension plan for certain international employees. The Company uses a December 31
measurement date for the pension plan. Net pension costs and obligations are developed utilizing actuarial valuations. Inherent in
these valuations are key assumptions, including discount rates, salary growth, long-term return on plan assets, retirement rates,
mortality rates and other factors. The Company's selection of assumptions is based on historical trends and known economic and
market conditions at the time of valuation, as well as independent studies of trends performed by actuaries. However, actual results
may differ substantially from the estimates that were based on the critical assumptions.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
66 Kontoor Brands, Inc. 2024 Form 10-K
The following tables present key components of pension costs, amounts recorded in the balance sheets and related key
assumptions:
Year Ended December
(In thousands)
2024
2023
2022
Amounts included in the statements of operations:
Net pension costs
$
251
$
322
$
811
Curtailments
$
—
$
—
$
(2,581)
Actuarial assumptions used to determine pension expense:
Discount rate in effect for determining service cost
3.18 %
0.91 %
0.64 %
Rate of inflation
2.20 %
1.90 %
1.70 %
Expected long-term return on plan assets
3.00 %
3.00 %
3.00 %
Rate of compensation increase
3.40 %
3.10 %
2.90 %
(In thousands)
December 2024
December 2023
Amounts included in the balance sheets:
Projected benefit obligations
$
14,789
$
14,348
Fair value of plan assets
10,782
10,857
Funded status - recorded in other liabilities (Note 12)
$
4,007
$
3,491
Accumulated other comprehensive gain, pretax - net deferred amounts
2,838
3,875
Actuarial assumptions used to determine pension obligations:
Discount rate
3.76 %
3.18 %
Rate of compensation increase
3.30 %
3.40 %
Accumulated benefit obligations
$
12,378
$
11,808
Net pension costs are reflected in the Company's statements of operations primarily within "selling, general and administrative
expenses." The Company also recognized a $2.6 million pension curtailment gain within "other expense, net" in the Company's
statements of operations for the year ended December 2022 attributable to employee restructuring in Europe as discussed in Note 22
to the Company's financial statements in this Form 10-K. Plan assets are invested in group insurance contracts, the fair values of
which are provided by the insurance companies (Level 2). Refer to Note 14 to the Company's financial statements in this Form 10-K
for a description of the three levels of the fair value hierarchy.
Other Retirement and Savings Plans
The Company sponsors a nonqualified retirement savings plan for employees whose contributions to a 401(k) plan would be limited
by provisions of the Internal Revenue Code. This plan allows participants to defer a portion of their compensation and to receive
matching contributions for a portion of the deferred amounts. Participants earn a return on their deferred compensation based on their
selection of a hypothetical portfolio of publicly traded mutual funds. Changes in the fair value of the participants’ hypothetical
investments are recorded as an adjustment to deferred compensation liabilities. Deferred compensation, including accumulated
earnings, is distributable in cash at participant-specified dates upon retirement, death, disability or termination of employment. At
December 2024, the liability to the Company’s participants was $49.0 million, of which $6.1 million was recorded in "accrued and
other current liabilities" (Note 12) and $42.9 million was recorded in "other liabilities" (Note 12). At December 2023, the liability to the
Company’s participants was $46.3 million, of which $6.3 million was recorded in "accrued and other current liabilities" (Note 12) and
$40.0 million was recorded in "other liabilities" (Note 12). The Company also sponsors a similar nonqualified plan that permits
nonemployee members of the Board of Directors to defer their Board compensation. At December 2024 and December 2023, the
Company's liability for this plan was $4.4 million and $2.9 million, respectively, all of which was recorded in "other liabilities" (Note 12).
The Company has purchased publicly traded mutual funds in the same amounts as the participant-directed hypothetical investments
underlying the employee deferred compensation liabilities. These investment securities and earnings thereon are intended to provide
a source of funds to meet the deferred compensation obligations, and serve as an economic hedge of the financial impact of changes
in deferred compensation liabilities. They are held in an irrevocable trust but are subject to claims of creditors in the event of the
Company's insolvency. At December 2024, the fair value of these investments was $49.0 million, of which $6.1 million was recorded
in "prepaid expenses and other current assets" and $42.9 million was recorded in "other assets" (Note 9). At December 2023, the fair
value of these investments was $46.3 million, of which $6.3 million was recorded in "prepaid expenses and other current assets" and
$40.0 million was recorded in "other assets" (Note 9).
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 67
The Company sponsors 401(k) plans as well as other foreign retirement and savings plans. The Company’s expense under these
plans was $10.0 million in 2024, $9.8 million in 2023 and $9.3 million in 2022.
NOTE 14 — FAIR VALUE MEASUREMENTS
Financial assets and liabilities measured and reported at fair value are classified in a three-level hierarchy that prioritizes the inputs
used in the valuation process. Categorization within the valuation hierarchy is based on the lowest level of any input that is significant
to the fair value measurement. The hierarchy is based on the observability and objectivity of the pricing inputs, as follows:
•
Level 1 — Quoted prices in active markets for identical assets or liabilities.
•
Level 2 — Significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data
through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar
assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived
from or corroborated by observable market data.
•
Level 3 — Prices or valuation techniques that require significant unobservable data inputs. These inputs would normally be the
Company's own data and judgments about assumptions that market participants would use in pricing the asset or liability.
Recurring Fair Value Measurements
The following tables present financial assets and financial liabilities that are measured and recorded in the Company's financial
statements at fair value on a recurring basis:
Fair Value Measurement Using
(In thousands)
Total Fair Value
Level 1
Level 2
Level 3
December 2024
Financial assets:
Cash equivalents:
Money market funds
$
263,637 $
263,637 $
— $
—
Time deposits
2,575
2,575
—
—
Foreign currency exchange contracts
7,720
—
7,720
—
Interest rate swap agreements
5,390
—
5,390
—
Investment securities
48,976
48,976
—
—
Financial liabilities:
Foreign currency exchange contracts
11,620
—
11,620
—
Deferred compensation
53,333
—
53,333
—
Fair Value Measurement Using
(In thousands)
Total Fair Value
Level 1
Level 2
Level 3
December 2023
Financial assets:
Cash equivalents:
Money market funds
$
145,554 $
145,554 $
— $
—
Time deposits
2,283
2,283
—
—
Foreign currency exchange contracts
16,504
—
16,504
—
Interest rate swap agreements
3,253
—
3,253
—
Investment securities
46,250
46,250
—
—
Financial liabilities:
Foreign currency exchange contracts
5,121
—
5,121
—
Deferred compensation
49,139
—
49,139
—
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
68 Kontoor Brands, Inc. 2024 Form 10-K
The Company's cash equivalents include money market funds and short-term time deposits that approximate fair value based on
Level 1 measurements. The fair value of derivative financial instruments, which consist of foreign currency exchange contracts and
interest rate swap agreements, is determined based on observable market inputs (Level 2), including spot and forward exchange
rates for foreign currencies and observable interest rate yield curves for interest rate swap agreements. Investment securities are
held in the Company's deferred compensation plans as an economic hedge of the related deferred compensation liabilities and are
comprised of mutual funds that are valued based on quoted prices in active markets (Level 1). Liabilities related to the Company's
deferred compensation plans are recorded at amounts due to participants, based on the fair value of the participants’ selection of
hypothetical investments (Level 2).
Additionally, at December 2024, the carrying value of the Company's long-term debt was $740.3 million compared to a fair value of
$710.8 million. At December 2023, the carrying value of the Company's long-term debt, including the current portion, was $783.9
million compared to a fair value of $747.1 million. The fair value of long-term debt is a Level 2 estimate based on quoted market
prices or values of comparable borrowings.
All other financial assets and financial liabilities are recorded in the Company's financial statements at cost. These other financial
assets and financial liabilities include cash held as demand deposits, accounts receivable, short-term borrowings, accounts payable
and accrued liabilities. At December 2024 and December 2023, their carrying values approximated fair value due to the short-term
nature of these instruments.
Nonrecurring Fair Value Measurements
Certain non-financial assets, primarily property, plant and equipment, capitalized computer software, operating lease assets and
goodwill and intangible assets, are not required to be measured at fair value on a recurring basis and are reported at carrying value.
However, these assets are required to be assessed for impairment whenever events or circumstances indicate that the carrying value
may not be recoverable, and at least annually for goodwill and indefinite-lived intangible assets.
Finite-lived Intangible Assets Impairment Analysis
During the years ended December 2024, December 2023 and December 2022, no triggering events were identified that required an
impairment assessment.
Retail Store Asset Impairment Analysis
During the years ended December 2024 and December 2023, the Company recorded impairment charges of $1.7 million and $1.4
million, respectively, related to retail store assets. All impairment charges were reflected within "selling, general and administrative
expenses" in the Company's statements of operations. During the year ended December 2022, no material charges were recorded.
Other Long-lived Asset Impairment Analysis
During the year ended December 2024, the Company recorded impairment charges of $3.6 million primarily related to property, plant
and equipment from continuing actions to streamline and transfer select production within our internal manufacturing network. During
the year ended December 2023, the Company recorded impairment charges of $2.3 million related to a right-of-use operating lease
asset and $0.8 million related to property, plant and equipment resulting from actions to streamline and transfer select production
within our internal manufacturing network. All impairment charges were reflected within "cost of goods sold" in the Company's
statements of operations. During the year ended December 2022, no material charges were recorded.
Annual Goodwill and Indefinite-lived Intangible Assets Impairment Analysis
Management performs its annual impairment testing of goodwill and indefinite-lived intangible assets as of the beginning of the fourth
quarter. Based on results of testing, there were no impairment charges for the years ended December 2024, 2023 and 2022.
For the years ended December 2024 and December 2022, for both reporting units, management elected to perform a qualitative
impairment assessment to determine whether it is more likely than not that the goodwill in the reporting units was impaired. In
performing qualitative impairment assessments, management considered relevant events and circumstances for each reporting unit,
including (i) current year results, (ii) financial performance versus management’s annual and five-year strategic plans, (iii) changes in
the reporting unit carrying value since prior year, (iv) industry and market conditions in which the reporting unit operates, (v)
macroeconomic conditions, including discount rate changes and (vi) changes in products or services offered by the reporting unit. If
applicable, performance in recent years was compared to forecasts included in prior valuations. Based on results of the qualitative
assessments performed, further testing was not considered necessary.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 69
For the year ended December 2023, management elected to perform a quantitative impairment assessment for goodwill to determine
whether the estimated fair value of the reporting units exceeded their carrying value. The fair value of each reporting unit was
estimated based on a combination of two valuation methods: an income approach and a market approach. The income approach was
based on the present value of projected discounted cash flows for each reporting unit. The discount rate is based on the reporting
unit's weighted average cost of capital that takes market participant assumptions into consideration. The market approach was based
on the guideline company method, which analyzed market multiples of revenue and earnings before interest, taxes, depreciation and
amortization for a group of comparable companies, as well as the similar transaction method. Based on results of the quantitative
impairment assessment performed, the fair value of goodwill exceeded the carrying value for both reporting units.
For the years ended December 2024, 2023 and 2022, management elected to perform a qualitative impairment assessment to
determine whether it is more likely than not that the indefinite-lived trademark intangible asset was impaired. Based on results of the
qualitative assessments performed, further testing was not considered necessary
Refer to Part II, Item 7 - Critical Accounting Policies and Estimates for additional discussion regarding fair value measurements,
including significant assumptions utilized.
NOTE 15 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
Summary of Derivative Financial Instruments
The Company enters into derivative contracts with external counterparties to hedge certain foreign currency transactions. The
notional amount of all outstanding foreign currency exchange contracts was $303.0 million at December 2024 and $348.8 million at
December 2023, consisting primarily of contracts hedging exposures to the euro, Mexican peso, Canadian dollar, British pound,
Polish zloty and Swedish krona. Foreign currency exchange contracts have maturities up to 20 months.
The Company periodically enters into "floating to fixed" interest rate swap agreements to mitigate exposure to volatility in reference
rates on the Company's future interest payments on indebtedness. Because these swap agreements meet the criteria for hedge
accounting, all related gains and losses are deferred within accumulated other comprehensive loss ("AOCL") and are amortized
through the swap maturity dates.
During 2019, the Company entered into "floating to fixed" interest rate swap agreements (the "2019 Swap Agreements") that matured
on April 18, 2024. On September 9, 2024, the Company entered into new "floating to fixed" interest rate swap agreements (the "2024
Swap Agreements") that mature on August 18, 2029. The notional amount of the 2024 Swap Agreements was $150.0 million at
December 2024. The notional amount of the 2019 Swap Agreements was $300.0 million at December 2023.
The Company's outstanding derivative financial instruments met the criteria for hedge accounting at the inception of the hedging
relationship. At each reporting period, the Company assesses whether the hedging relationships continue to be highly effective in
offsetting changes in cash flows of hedged items. If the Company determines that a specific hedging relationship has ceased to be
highly effective, it discontinues hedge accounting. All designated hedging relationships were determined to be highly effective as of
December 2024.
The following table presents the fair value of outstanding derivatives on an individual contract basis:
Fair Value of Derivatives
with Unrealized Gains
Fair Value of Derivatives
with Unrealized Losses
(In thousands)
December
2024
December
2023
December
2024
December
2023
Derivatives designated as hedging instruments:
Foreign currency exchange contracts
$
7,720
$
16,490
$
(11,620) $
(5,098)
Interest rate swap agreements
5,390
3,253
—
—
Derivatives not designated as hedging instruments:
Foreign currency exchange contracts
—
14
—
(23)
Total derivatives
$
13,110
$
19,757
$
(11,620) $
(5,121)
The Company records and presents the fair value of all derivative assets and liabilities in the Company's balance sheets on a gross
basis, even though certain derivative contracts are subject to master netting agreements. If the Company were to offset and record
the asset and liability balances of its derivative contracts on a net basis in accordance with the terms of its master netting
agreements, the amounts presented in the Company's balance sheets would be adjusted from the current gross presentation to the
net amounts.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
70 Kontoor Brands, Inc. 2024 Form 10-K
The following table presents a reconciliation of gross to net amounts for derivative asset and liability balances:
December 2024
December 2023
(In thousands)
Derivative
Asset
Derivative
Liability
Derivative
Asset
Derivative
Liability
Gross amounts presented in the balance sheet
$
13,110 $
(11,620) $
19,757 $
(5,121)
Gross amounts not offset in the balance sheet
(3,468)
3,468
(894)
894
Net amounts
$
9,642 $
(8,152) $
18,863 $
(4,227)
The following table presents the location of derivatives in the Company's balance sheets, with current or noncurrent classification
based on maturity dates:
(In thousands)
December 2024
December 2023
Prepaid expenses and other current assets
$
5,845
$
18,319
Accrued and other current liabilities
(10,659)
(4,009)
Other assets
7,265
1,438
Other liabilities
(961)
(1,112)
Cash Flow Hedges
The following tables present the pre-tax effects of cash flow hedges included in the Company's statements of operations and
statements of comprehensive income:
Gain (Loss) on Derivatives Recognized in AOCL
(In thousands)
Year Ended December
Cash Flow Hedging Relationships
2024
2023
2022
Foreign currency exchange contracts
$
(6,164) $
22,590 $
23,480
Interest rate swap agreements
6,084
1,829
17,148
Total
$
(80) $
24,419 $
40,628
Gain (Loss) Reclassified from AOCL into Income
(In thousands)
Year Ended December
Location of Gain (Loss)
2024
2023
2022
Net revenues
$
(2,019) $
(219) $
(1,093)
Cost of goods sold
17,476
23,588
13,531
Other expense, net
361
527
245
Interest expense
3,947
9,933
(261)
Total
$
19,765
$
33,829 $
12,422
Other Derivative Information
There were no significant amounts recognized in earnings for changes in the fair values of derivative contracts not designated as
hedges or the ineffective portion of any hedging relationships during 2024, 2023 or 2022.
At December 2024, AOCL included $3.2 million of pre-tax net deferred losses for foreign currency exchange contracts and interest
rate swap agreements that are expected to be reclassified to earnings during the next 12 months. The amounts ultimately reclassified
to earnings will depend on rates in effect when outstanding derivative contracts are settled.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 71
NOTE 16 — CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSS
Common Stock
On August 5, 2021, the Company's Board of Directors approved a share repurchase program (the "2021 Repurchase Program")
which authorized the repurchase of up to $200.0 million of the Company's outstanding Common Stock through open market or
privately negotiated transactions. During the years ended December 2023 and December 2022, the Company repurchased
0.6 million and 1.5 million shares of Common Stock, respectively, for $30.0 million and $62.5 million, respectively, including
commissions, under the 2021 Repurchase Program.
On December 11, 2023, the Company announced that its Board of Directors approved a new share repurchase program (the "2023
Repurchase Program") which authorizes the repurchase of up to $300.0 million of the Company's outstanding Common Stock
through open market or privately negotiated transactions. The 2023 Repurchase Program replaced all remaining shares under the
2021 Repurchase Program and does not have an expiration date but may be suspended, modified or terminated at any time without
prior notice. During the year ended December 2024, the Company repurchased 1.2 million shares of Common Stock for $85.0 million,
including commissions, under the 2023 Repurchase Program.
The timing and amount of repurchases are determined by the Company's management based on its evaluation of market conditions,
continued compliance with its debt covenants and other factors. All shares reacquired in connection with the Company's repurchase
programs are treated as authorized and unissued shares upon repurchase.
Accumulated Other Comprehensive Loss
The Company's comprehensive income consists of net income and specified components of OCI, which relate to changes in assets
and liabilities that are not included in net income but are instead deferred and accumulated within a separate component of equity in
the Company's balance sheets. The Company's comprehensive income is presented in the Company's statements of comprehensive
income.
The following table presents deferred components of AOCL in equity, net of related taxes:
(In thousands)
December 2024
December 2023
December 2022
Foreign currency translation
$
(115,505) $
(91,057) $
(107,462)
Defined benefit pension plans
2,119
2,913
2,243
Derivative financial instruments
(3,264)
20,293
25,554
Accumulated other comprehensive loss
$
(116,650) $
(67,851) $
(79,665)
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
72 Kontoor Brands, Inc. 2024 Form 10-K
The following table presents changes in AOCL and related tax impact:
(In thousands)
Foreign
Currency
Translation
Defined
Benefit
Pension Plans
Derivative
Financial
Instruments
Total
Balance, December 2021
$
(93,125) $
(2,177) $
2,546 $
(92,756)
Other comprehensive income (loss) due to gains (losses)
arising before reclassifications
(14,337)
8,438
40,628
34,729
Reclassifications to net income of previously deferred
(gains) losses
—
(2,549)
(12,422)
(14,971)
Net other comprehensive income (loss)
(14,337)
5,889
28,206
19,758
Income taxes
—
(1,469)
(5,198)
(6,667)
Balance, December 2022
$
(107,462) $
2,243 $
25,554 $
(79,665)
Other comprehensive income (loss) due to gains (losses)
arising before reclassifications
16,405
1,077
24,419
41,901
Reclassifications to net income of previously deferred
(gains) losses
—
(187)
(33,829)
(34,016)
Net other comprehensive income (loss)
16,405
890
(9,410)
7,885
Income taxes
—
(220)
4,149
3,929
Balance, December 2023
$
(91,057) $
2,913 $
20,293 $
(67,851)
Other comprehensive income (loss) due to gains (losses)
arising before reclassifications
(24,448)
(664)
(80)
(25,192)
Reclassifications to net income of previously deferred
(gains) losses
—
(373)
(19,765)
(20,138)
Net other comprehensive income (loss)
(24,448)
(1,037)
(19,845)
(45,330)
Income taxes
—
243
(3,712)
(3,469)
Balance, December 2024
$
(115,505) $
2,119 $
(3,264) $
(116,650)
The following table presents reclassifications out of AOCL:
(In thousands)
Year Ended December
Details About Accumulated Other
Comprehensive Loss Reclassifications
Affected Line Item in the
Financial Statements
2024
2023
2022
Defined benefit pension plans:
Net change in deferred losses during the period
Selling, general and
administrative expenses
$
373
$
187 $
(32)
Pension curtailment gains
Other expense, net
$
—
$
— $
2,581
Total before tax
373
187
2,549
Income taxes
Income taxes
(93)
(47)
(637)
Net of tax
280
140
1,912
Gains (losses) on derivative financial instruments:
Foreign currency exchange contracts
Net revenues
$
(2,019) $
(219) $
(1,093)
Foreign currency exchange contracts
Cost of goods sold
17,476
23,588
13,531
Foreign currency exchange contracts
Other expense, net
361
527
245
Interest rate swap agreements
Interest expense
3,947
9,933
(261)
Total before tax
19,765
33,829
12,422
Income taxes
Income taxes
(1,012)
(3,541)
(924)
Net of tax
18,753
30,288
11,498
Total reclassifications for the period, net of tax
$
19,033
$
30,428 $
13,410
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 73
NOTE 17 — STOCK-BASED COMPENSATION
Description of Plans
Pursuant to the Kontoor Brands, Inc. 2019 Stock Compensation Plan (the "2019 Plan"), the Company is authorized to grant equity-
based awards to officers, key employees and nonemployee members of the Board of Directors in the form of options, time-based
restricted stock units (“RSUs”), performance-based restricted stock units ("PRSUs") and restricted stock awards ("RSAs"). The 2019
Plan also provided for the issuance of replacement grants related to the conversion of VF Corporation ("VF") awards for employees
that transferred from VF to the Company (defined below as “Converted Awards”). A maximum of 7.5 million shares of Common Stock,
plus shares subject to Converted Awards, may be issued under the 2019 Plan. As of December 2024, 3.3 million shares remained
available for future grants. Shares distributed under the 2019 Plan are issued from Kontoor's authorized but unissued Common
Stock. The Company has stock repurchase programs, as discussed in Note 16 to the Company's financial statements in this Form
10-K, which allow us to purchase shares on the open market to offset outstanding share dilution caused by awards under equity
compensation programs.
Substantially all of the Company’s outstanding awards are classified as equity awards, which are accounted for within "equity" in the
Company's balance sheets. Compensation cost for all awards expected to vest is recognized over the shorter of the requisite service
period or the vesting period, including accelerated recognition for retirement-eligible employees. Awards that do not vest are forfeited.
Conversion at Separation
We completed a spin-off transaction from VF on May 22, 2019 (the "Separation") and began to trade as a standalone public company
on May 23, 2019. Prior to the Separation, certain Company employees participated in the VF amended and restated 1996 Stock
Compensation Plan (the "VF Plan"). In accordance with the terms of the Separation, share-based awards granted to Company
employees under the VF Plan were converted at the time of Separation to options, RSUs, PRSUs and RSAs totaling approximately
2.4 million shares of Kontoor Common Stock (the "Converted Awards"). Certain stock option and PRSU awards were retained by VF
and settled in accordance with their original terms under the VF Plan.
Stock-based Compensation Expense
The following table presents total stock-based compensation expense and the associated income tax benefits recognized in the
statements of operations for all awards:
Year Ended December
(In thousands)
2024
2023
2022
Stock-based compensation expense
$
26,585
$
16,725 $
21,891
Income tax benefits
2,777
1,960
2,571
There were no material amounts of stock-based compensation costs included in inventory at December 2024, December 2023 and
December 2022.
At December 2024, there was $15.7 million of total unrecognized compensation cost related to all stock-based compensation
arrangements that will be recognized over a weighted average period of approximately 1.3 years.
During 2024, 191,870 shares were withheld to settle employee tax withholding related to vesting of awards.
Restricted Stock Units
Kontoor grants RSUs to certain key employees and nonemployee members of the Board of Directors. Each employee RSU entitles
the holder to one share of Kontoor Common Stock and typically vests over a three-year period. Each RSU granted to a nonemployee
member of the Board of Directors vests upon grant and will be settled in one share of Kontoor Common Stock one year from the date
of grant.
Kontoor also grants PRSUs that enable employees to receive shares of Kontoor Common Stock. Each PRSU has a potential final
payout ranging from zero to two shares of Kontoor Common Stock. The number of shares earned by participants, if any, is based on
achievement of performance goals as set by the Talent and Compensation Committee of the Board of Directors. Commencing with
awards granted in 2022, the performance goals are set for a three-year period. Shares earned will be issued to participants following
the conclusion of their final performance period. Compensation expense for all PRSUs expected to vest is recognized over the
shorter of the requisite service period or the vesting period, including accelerated recognition for retirement-eligible employees, when
attainment of the performance goal is deemed probable.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
74 Kontoor Brands, Inc. 2024 Form 10-K
For PRSUs, the actual number of shares earned may also be adjusted upward or downward by up to 25% of the target award based
on how Kontoor’s total shareholder return (“TSR”) over a three-year period compares to the TSR for companies included in a
Company-selected peer group. The TSR-based adjustment is valued as a separate award using a Monte Carlo simulation technique
that incorporates option-pricing model inputs. The fair value was $5.73, $6.59 and $4.03 per share for 2024, 2023 and 2022,
respectively.
Dividend equivalents on the RSUs and PRSUs accumulate during the vesting period, are payable in additional shares of Kontoor
Common Stock when the RSUs and PRSUs vest and are subject to the same risk of forfeiture as the RSUs and PRSUs.
The grant date fair value of RSUs and PRSUs is equal to the per share fair market value of the underlying Kontoor Common Stock on
each grant date.
The following table presents PRSU and RSU activity from December 2023 to December 2024:
Performance-based
Nonperformance-based
Number
Outstanding
Weighted Average
Grant Date
Fair Value
Number
Outstanding
Weighted Average
Grant Date
Fair Value
Outstanding at December 2023
778,092 $
43.80
513,335 $
45.75
Granted (1)
250,729
57.54
230,466
63.19
Issued as Common Stock
(248,253)
43.43
(262,906)
45.56
Forfeited/canceled
(19,799)
48.22
(17,874)
51.56
Outstanding at December 2024
760,769 $
48.34
463,021 $
54.31
Vested at December 2024
171,951 $
40.34
19,357 $
—
(1) Granted activity includes new awards granted during the year and dividend equivalents for both PRSUs and RSUs, as well as changes due to
finalization of performance and market condition achievement for PRSUs. Weighted average grant date fair value of the PRSU awards excludes the
TSR-based adjustment disclosed above.
The weighted average fair value of PRSUs granted during the years ended December 2024 and December 2023 was $57.54 and
$47.50 per share, respectively, which was equal to the fair market value of the underlying Kontoor Common Stock on each grant
date.
The weighted average fair value of RSUs granted during the years ended December 2024 and December 2023 was $63.19 and
$48.45 per share, respectively, which was equal to the fair market value of the underlying Kontoor Common Stock on each grant
date.
Stock Options
Prior to the Separation, VF granted stock options to employees that transferred from VF to the Company with the Separation. All
employee stock options were included in the Converted Awards as discussed above except for retirement eligible employees, whose
options remained with VF. The adjusted exercise price and outstanding quantities of the Converted Awards are included in the table
below and no new stock options have been granted by the Company subsequent to the Separation.
Employee stock options vested in equal annual installments over three years, and compensation cost was recognized ratably over
the shorter of the requisite service period or the vesting period, including accelerated recognition for retirement-eligible employees. All
options have ten-year terms.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 75
The following table presents stock option activity for the year ended December 2024:
Number of Shares
Weighted Average
Exercise Price
Weighted Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic Value
(In thousands)
Outstanding at December 2023
821,221 $
26.66
2.8
$
29,368
Exercised
(517,731)
28.12
Outstanding at December 2024
303,490 $
24.17
2.1
$
18,519
Exercisable at December 2024
303,490 $
24.17
2.1
$
18,519
All stock options were vested as of December 2022. The total intrinsic value of stock options exercised during 2024 and 2023 was
$22.6 million and $9.2 million, respectively.
NOTE 18 — INCOME TAXES
The following table presents income before income taxes used to calculate the provision for income taxes:
Year Ended December
(In thousands)
2024
2023
2022
Domestic
$
153,220
$
128,026 $
153,936
Foreign
148,203
143,873
165,200
Income before income taxes
$
301,423
$
271,899 $
319,136
The following table presents components of the provision for income taxes:
Year Ended December
(In thousands)
2024
2023
2022
Current:
Federal
$
44,248
$
26,290 $
53,990
Foreign
12,793
16,950
12,397
State
5,286
1,415
7,129
Total current income taxes
62,327
44,655
73,516
Deferred:
Federal and state
(6,838)
6,848
(9,828)
Foreign
132
(10,598)
9,955
Total deferred income taxes
(6,706)
(3,750)
127
Total provision for income taxes
$
55,621
$
40,905 $
73,643
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
76 Kontoor Brands, Inc. 2024 Form 10-K
The following table presents a reconciliation of the differences between income taxes computed by applying the statutory federal
income tax rate and "income taxes" recorded in the Company's statements of operations:
Year Ended December
(In thousands)
2024
2023
2022
Tax at federal statutory rate
$
63,299
$
57,099 $
67,019
State income tax, net of federal tax benefit
3,677
2,614
4,542
Foreign rate differences
(22,860)
(20,354)
(9,849)
Employee compensation
2,169
1,216
2,121
Change in valuation allowance
3,165
(5,089)
4,881
Global intangible low-tax income ("GILTI")
8,674
5,518
3,586
Other
(2,503)
(99)
1,343
Income taxes
$
55,621
$
40,905 $
73,643
Foreign rate differences include tax benefits of $7.2 million, $5.4 million and $10.3 million in 2024, 2023 and 2022, respectively, from
statutorily exempt foreign income.
During the year ended December 2023, the Company was granted local income tax credits in a foreign jurisdiction totaling
$65.5 million that will expire in 2031. A full valuation allowance was recorded against these tax credits in the Company's financial
statements and has been presented net in the table above.
The following table presents the components of "deferred income tax assets" and "deferred income tax liabilities" recorded in the
Company's balance sheets:
(In thousands)
December 2024
December 2023
Deferred income tax assets:
Inventories
$
9,209
$
11,592
Deferred compensation
11,133
10,290
Other employee benefits
10,425
7,989
Stock-based compensation
3,837
4,139
Other accrued expenses
9,750
16,741
Intangible assets
28,840
29,232
Leases
12,059
12,055
Operating loss carryforwards
33,275
30,871
Tax credit carryforwards
65,563
69,221
Gross deferred income tax assets
184,091
192,130
Less: valuation allowance
(82,565)
(86,213)
Net deferred income tax assets
101,526
105,917
Deferred income tax liabilities:
Leases
11,423
11,595
Depreciation
17,102
20,929
Taxes on unremitted earnings
2,658
3,923
Deferred income tax liabilities
31,183
36,447
Total net deferred income tax assets
$
70,343
$
69,470
Amounts included in the balance sheets:
Deferred income tax assets
$
76,065
$
75,081
Deferred income tax liabilities
(5,722)
(5,611)
$
70,343
$
69,470
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 77
At the end of 2024, the Company is asserting indefinite reinvestment on foreign earnings totaling $139.0 million. The Company has
determined the unrecorded deferred tax liability associated with the $139.0 million basis difference is approximately $1.0 million,
primarily related to withholding taxes.
The Company has $60.9 million of local income tax credit carryforwards in a foreign jurisdiction that will expire in 2031, $27.1 million
of potential tax benefits for foreign operating loss carryforwards, $24.0 million of which will expire between 2025 and 2034, and $4.4
million of foreign tax credit carryforwards that will expire between 2030 and 2034. In addition, there are $6.4 million of potential tax
benefits for state operating loss and credit carryforwards, $5.0 million of which expire between 2025 and 2044.
A valuation allowance has been provided where it is more likely than not that deferred tax assets related to operating loss and tax
credit carryforwards will not be realized. Valuation allowances totaled $60.9 million for local income tax credit carryforwards, $13.0
million for foreign operating loss carryforwards, $4.6 million for state operating loss and credit carryforwards, $2.7 million for other
foreign deferred income tax assets and $1.4 million for other federal deferred income tax assets.
During 2024, the Company recorded a $4.6 million decrease in valuation allowances related to local income tax credits due to the
impact of foreign currency effects. In addition, the Company recorded tax expense of $2.5 million due to a net increase in valuation
allowances related to current year foreign operating losses and other deferred income tax assets, inclusive of foreign currency
effects. The Company also recorded a tax benefit due to a $1.5 million decrease in valuation allowances related to state operating
loss and credit carryforwards as well as other state deferred income tax assets.
The following table presents a reconciliation of the change in the accrual for unrecognized income tax benefits:
(In thousands)
Unrecognized
Income Tax
Benefits
Accrued Interest
and Penalties
Unrecognized
Income Tax
Benefits
Including Interest
and Penalties
Balance, December 2021
$
11,717 $
5,049 $
16,766
Additions for current year tax positions
169
—
169
Additions for prior year tax positions
853
857
1,710
Reductions for prior year tax positions
—
(30)
(30)
Reductions due to statute expirations
(137)
(58)
(195)
Balance, December 2022
12,602
5,818
18,420
Additions for current year tax positions
248
—
248
Additions for prior year tax positions
79
931
1,010
Reductions for prior year tax positions
(345)
(140)
(485)
Reductions due to statute expirations
(2,249)
(296)
(2,545)
Balance, December 2023
10,335
6,313
16,648
Additions for current year tax positions
245
—
245
Additions for prior year tax positions
169
857
1,026
Reductions due to statute expirations
(1,775)
(888)
(2,663)
Balance, December 2024
$
8,974 $
6,282 $
15,256
(In thousands)
December 2024
December 2023
Amounts included in the balance sheets:
Unrecognized income tax benefits, including interest and penalties
$
15,256
$
16,648
Less: deferred tax benefits
(2,726)
(3,035)
Total unrecognized tax benefits
$
12,530
$
13,613
The unrecognized tax benefits of $12.5 million at the end of 2024, if recognized, would reduce tax expense and the annual effective
tax rate.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
78 Kontoor Brands, Inc. 2024 Form 10-K
The Company files a consolidated U.S. federal income tax return, as well as separate and combined income tax returns in numerous
state and international jurisdictions. In the U.S., the Company’s 2021 through 2023 tax years are currently under examination by the
Internal Revenue Service. In addition, the Company is currently subject to examination by various state and international tax
authorities. Management regularly assesses the potential outcomes of both ongoing and future examinations for the current and prior
years and has concluded that the Company’s provision for income taxes is adequate. The outcome of any one examination is not
expected to have a material impact on the Company’s financial statements. Management does not believe that the amount of
unrecognized tax benefits will materially decrease within the next 12 months.
NOTE 19 — EARNINGS PER SHARE
The calculations of basic and diluted earnings per share ("EPS") are based on net income divided by the basic weighted average
number of common shares and diluted weighted average number of common shares outstanding, respectively.
The following table presents the calculations of basic and diluted EPS:
Year Ended December
(In thousands, except per share amounts)
2024
2023
2022
Net income
$
245,802
$
230,994 $
245,493
Basic weighted average shares outstanding
55,549
55,961
55,744
Dilutive effect of stock-based awards
772
970
1,218
Diluted weighted average shares outstanding
56,321
56,931
56,962
Earnings per share:
Basic earnings per share
$
4.42
$
4.13 $
4.40
Diluted earnings per share
$
4.36
$
4.06 $
4.31
For the years ended December 2024, December 2023 and December 2022, an immaterial number of shares were excluded from the
dilutive earnings per share calculations because the effect of their inclusion would have been anti-dilutive.
For the years ended December 2024, December 2023 and December 2022, a total of 0.6 million, 0.6 million and 0.3 million shares of
PRSUs, respectively, were excluded from the calculations of diluted earnings per share as the units were not considered to be
contingent outstanding shares.
NOTE 20 — LEASES
The following table presents lease-related assets and liabilities recorded in the Company's balance sheets:
(In thousands)
December 2024
December 2023
Assets
Operating lease assets, noncurrent
$
47,171
$
54,812
Total lease assets
$
47,171
$
54,812
Liabilities
Operating lease liabilities, current
$
20,890
$
21,003
Operating lease liabilities, noncurrent
29,955
36,753
Total lease liabilities
$
50,845
$
57,756
Weighted-average remaining lease term (in years)
Operating leases
4.00
4.19
Weighted-average discount rate
Operating leases
5.76 %
5.67 %
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 79
Lease costs
The following table presents certain information related to lease costs for operating leases:
Year Ended December
(In thousands)
2024
2023
2022
Operating lease costs
$
29,163
$
31,543 $
26,634
Short-term lease costs (excluding leases of one month or less)
558
603
279
Variable lease costs
4,929
4,070
3,145
Total lease costs
$
34,650
$
36,216 $
30,058
Other information
The following table presents supplemental cash flow and non-cash information related to operating leases:
Year Ended December
(In thousands)
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities
- operating cash flows
$
33,037
$
31,457 $
29,977
Right-of-use operating lease assets obtained in exchange for new
operating lease liabilities - non-cash activity
$
7,891
$
14,964 $
17,684
The following table presents future maturities of operating lease liabilities as of December 2024:
(In thousands)
Lease Obligations
2025
$
24,709
2026
12,485
2027
8,279
2028
4,492
2029
2,939
Thereafter
4,951
Total future minimum lease payments
57,855
Less: amounts related to imputed interest
(7,010)
Present value of future minimum lease payments
50,845
Less: operating lease liabilities, current
(20,890)
Operating lease liabilities, noncurrent
$
29,955
As of December 2024, the Company had not entered into any operating lease arrangements that had not yet commenced. The
Company continuously monitors lease contracts and may negotiate amendments that include extensions or modifications to existing
leases.
Refer to Note 14 to the Company's financial statements in this Form 10-K for additional information on the related fair value
measurements.
NOTE 21 — COMMITMENTS
The Company is obligated under noncancelable operating leases. Refer to Note 20 to the Company's financial statements in this
Form 10-K for additional information related to future lease payments.
The Company has entered into licensing agreements that provide the Company rights to market products under trademarks owned
by other parties. Royalties under these agreements are recognized within "cost of goods sold" in the statements of operations.
Certain of these agreements contain minimum royalty and minimum advertising requirements. As of December 2024, future minimum
royalty payments, including any required advertising payments, are $1.6 million, $1.8 million, $1.3 million and $1.1 million for 2025
through 2028, respectively. There are currently no contractual payments due beyond 2028.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
80 Kontoor Brands, Inc. 2024 Form 10-K
In the ordinary course of business, the Company has entered into purchase commitments for raw materials, contract production and
finished products that typically range from one to five months in duration. As of December 2024, these agreements will require total
payments of $576.1 million in 2025.
The Company has entered into commitments for (i) service and maintenance agreements related to management information
systems, (ii) capital spending and (iii) advertising. As of December 2024, future payments under these agreements are $23.6 million,
$17.5 million, $11.7 million, $6.8 million and $0.4 million for 2025 through 2029, respectively. There are currently no contractual
payments due beyond 2029.
Surety bonds, customs bonds, standby letters of credit and international bank guarantees, all of which represent contingent
guarantees of performance under self-insurance and other programs, totaled $41.2 million as of December 2024. These
commitments would only be drawn upon if the Company were to fail to meet related claims or other obligations.
NOTE 22 — RESTRUCTURING
The Company generally incurs restructuring charges related to cost optimization of business activities. In 2024, the Company
incurred additional restructuring charges related to actions to streamline and transfer select production within our internal
manufacturing network and other business optimization activities. In 2023, the Company took actions to drive efficiencies in our
operations, which included reducing our global workforce and streamlining and transferring select production within our internal
manufacturing network. In 2022, restructuring costs related to the globalization of the Company's operating model and relocation of
the European headquarters to Geneva, Switzerland.
The following table presents the restructuring costs included in the Company's statements of operations:
Year Ended December
(In thousands)
2024
2023
2022
Cost of goods sold
$
15,387
$
5,780 $
—
Selling, general and administrative expenses
1,801
5,689
13,688
Other expense, net
—
—
(2,581)
Total
$
17,188
$
11,469 $
11,107
The following table presents the components of restructuring charges:
Year Ended December
(In thousands)
2024
2023
2022
Severance and employee-related benefits
$
4,557
$
7,223 $
13,688
Asset impairments
3,603
3,064
—
Inventory write-downs
4,310
—
—
Pension curtailment gain
—
—
(2,581)
Other
4,718
1,182
—
Total restructuring charges
$
17,188
$
11,469 $
11,107
The following table presents the restructuring costs by business segment:
Year Ended December
(In thousands)
2024
2023
2022
Wrangler
$
15,080
$
4,564 $
—
Lee
40
43
—
Corporate and other
2,068
6,862
11,107
Total
$
17,188
$
11,469 $
11,107
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
Kontoor Brands, Inc. 2024 Form 10-K 81
The following table presents activity in the restructuring accrual, primarily related to severance and employee-related benefits, for the
years ended December 2024 and December 2023:
(In thousands)
Accrual at December 2022
$
10,695
Charges
7,223
Cash payments
(17,338)
Adjustments to accruals
6
Currency translation
241
Accrual at December 2023
$
827
Charges
7,717
Cash payments
(6,323)
Adjustments to accruals
(318)
Currency translation
(8)
Accrual at December 2024
$
1,895
Of the $1.9 million total restructuring accrual reported in the Company's balance sheet at December 2024, $1.8 million is expected to
be paid out within the next 12 months and was classified within "accrued and other current liabilities," and the remaining $0.1 million
was classified within "other liabilities." All of the $0.8 million restructuring accrual reported in the Company's balance sheet at
December 2023 was classified within "accrued and other current liabilities."
NOTE 23 — SUBSEQUENT EVENTS
Dividend
On February 13, 2025, the Board of Directors declared a regular quarterly cash dividend of $0.52 per share of the Company's
Common Stock. The cash dividend will be payable on March 20, 2025, to shareholders of record at the close of business on
March 10, 2025.
Helly Hansen Acquisition
On February 18, 2025, the Company entered into a definitive agreement to acquire the global outdoor and workwear brand Helly
Hansen, a wholly-owned subsidiary of Canadian Tire Corporation, Limited, for $1.276 billion Canadian dollars ("CAD") or
approximately $900 million as of the agreement date, subject to working capital and other closing adjustments. On February 19,
2025, the Company entered into foreign currency exchange contracts totaling $1.275 billion CAD to mitigate any impact of foreign
currency fluctuations prior to the closing date. The transaction is expected to close in the second fiscal quarter of 2025, upon receipt
of required regulatory approval and completion of customary closing conditions.
KONTOOR BRANDS, INC.
Notes to Consolidated Financial Statements
82 Kontoor Brands, Inc. 2024 Form 10-K
Schedule II — Valuation and Qualifying Accounts
ADDITIONS
Description
Balance at
Beginning
of Period
Charged to
Costs and
Expenses
Charged to
Other
Accounts
Deductions
Balance at
End of
Period
(In thousands)
Year ended December 2022
Allowance for doubtful accounts (a)
$
11,705
(44)
—
1,743 $
9,918
Valuation allowance for deferred income tax
assets (b)
$
21,789
4,881
(871)
— $
25,799
Year ended December 2023
Allowance for doubtful accounts (a)
$
9,918
(807)
—
1,896 $
7,215
Valuation allowance for deferred income tax
assets (b)
$
25,799
(5,089)
65,503
— $
86,213
Year ended December 2024
Allowance for doubtful accounts (a)
$
7,215
670
—
1,447 $
6,438
Valuation allowance for deferred income tax
assets (b)
$
86,213
3,165
(6,813)
— $
82,565
(a)
Deductions include accounts written off, net of recoveries, and the effects of foreign currency translation.
(b)
Amounts charged to costs and expenses relate to circumstances where it is more likely than not that deferred income tax assets will not be
realized as well as the effects of foreign currency translation.
Kontoor Brands, Inc. 2024 Form 10-K 83
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STOCK INFORMATION
CORPORATE INFORMATION
Common Stock
Listed on the New York Stock Exchange — trading
symbol KTB.
Shareholders of Record
As of the close of business on the record date,
February 13, 2025, there were 2,262 shareholders
of record.
Dividend Policy
Quarterly dividends of Kontoor Brands, Inc. Common
Stock, when declared, are paid on or about the 20th day
of March, June, September, and December.
Dividend Direct Deposit
Shareholders may have their dividends deposited into
their savings or checking account at any bank that is
a member of the Automated Clearing House system.
Questions concerning this service should be directed
to Computershare Trust Company, N.A., at
www.computershare.com/investor.
Dividend Reinvestment Plan
The Plan is offered to shareholders by Computershare
Trust Company, N.A. The Plan provides for automatic
dividend reinvestment and voluntary cash contributions
for the purchase of additional shares of Kontoor Brands
Common Stock. Questions concerning general Plan
information should be directed to the Office of the
Executive Vice President, General Counsel & Secretary
of Kontoor Brands, Inc.
Transfer Agent and Registrar
Communications concerning shareholder address
changes, stock transfers, changes of ownership,
lost stock certificates, payment of dividends, dividend
check replacements, duplicate mailings or other account
services should be directed to the following:
Mailing Addresses
Shareholder correspondence should be mailed to:
Computershare
P.O. Box 43006
Providence, RI 02940-3006
Overnight correspondence should be sent to:
Computershare
150 Royall Street
Suite 101
Canton, MA 02021
Shareholder Online Inquiries
https://www-us.computershare.com/investor/contact
Corporate Office & Mailing Address
Kontoor Brands World Headquarters
400 North Elm Street
Greensboro, NC 27401
Telephone: 336.332.3400
Kontoor Brands Contacts
Mame Annan-Brown
Executive Vice President,
Global Communications & Public Affairs
Michael Karapetian
Vice President, Corporate Development,
Strategy, & Investor Relations
Forward-Looking Statements
The Kontoor Brands 2024 Annual Report to Shareholders
contains forward-looking statements as defined by
federal securities laws. Important factors that could cause
future results to differ materially from those projected
in the forward-looking statements are discussed within
Part 1 of Kontoor Brands, Inc. 2024 Form 10-K.
Kontoor Brands Website
www.KontoorBrands.com
Shareholder Website
https://www-us.computershare.com/investor
400 North Elm Street
Greensboro, NC 27401
For additional information, visit
KontoorBrands.com
A PDF version of this Annual Report
is posted on our website.
Printed on paper that consists of at
least 10% post-consumer fiber.
TM