POWERFUL BRANDS. POWERFUL PLATFORMS. ONE VF. VF CORPORATION 2013 ANNUAL REPORT 03 05 20 30 36 ONE VF: LETTER TO SHAREHOLDERS POWERFUL BRANDS POWERFUL PLATFORMS FINANCIAL UPDATE BOARD OF DIRECTORS & OPERATING COMMITTEE Organized in 1899, VF Corporation is a global leader in branded lifestyle apparel and footwear with more than 30 brands and about 59,000 associates. VF’s businesses and brands are organized into five coalitions: Outdoor & Action Sports, Jeanswear, Imagewear, Sportswear and Contemporary Brands. While VF is highly diversified across brands, products, distribution channels and geographies, our one-company approach to doing business provides a unique and powerful competitive advantage. VF’s diverse portfolio of more than 30 brands reflects our company’s 115-year history of achievement and growth. Today, these powerful brands and our ability to connect with a broad base of consumers as diverse as our portfolio create an unparalleled opportunity for sustainable, long-term growth. VF supports this growth with a business model built on powerful platforms that empower our teams to make their brands as strong as they can be. Our international, direct-to-consumer, supply chain, strategy and sustainability platforms work behind the scenes to drive a singular approach to efficiency, profitability and total shareholder return. One passionate global team. One culture of authenticity, collaboration and innovation. One VF. FINANCIAL HIGHLIGHTS (All amounts in U.S. dollars.) REVENUES (Billions) ANNUAL EARNINGS PER SHARE (Diluted) 2009 2010 2011 2012 2013 ANNUAL DIVIDENDS PER SHARE 2009 2010 2011 2012 2013 $ 7 .2 $ 7 .7 $ 9 .5 $ 10 .9 $ 11 .4 $ 0 .59 $ 0 .61 $ 0 .65 $ 0 .76 $ 0 .92 2009 2010 2011 2012 2013 CASH FLOW FROM OPERATIONS (Billions) 2009 2010 2011 2012 2013 $ 1 .03 $ 1 .29 $ 2 .00 $ 2 .43 $ 2 .71 $ 1 . 0 $ 1 . 0 $ 1 . 1 $ 1 . 3 $ 1 . 5 CEO LETTER ERIC C. WISEMAN Chairman, President & Chief Executive Officer To Our Shareholders: 2013 was a terrific year at VF Corporation. of higher dividend payments to shareholders. Our track It’s difficult to pick one or two things that we’re most proud of. We turned in a strong financial performance: record annual revenues of $11.4 billion, up 5 percent; record gross margin performance, improving 160 basis points to 48.1 percent; and record adjusted earnings per share of $2.73, representing an increase of 13 percent. VF’s reported earnings per share reached $2.71 — also a record. Meanwhile, operating income increased, reaching $1.6 billion, and net income reached $1.2 billion. Beyond our performance by the numbers, we also opened an ideally situated — and environmentally responsible — international headquarters in Stabio, Switzerland; successfully integrated the Timberland® brand’s European operations into our international business; completed five SAP implementations that will enable our continued growth in Asia; placed 11th on Chief Executive magazine’s “Best Companies for Leaders,” and, once again, were selected as one of FORTUNE magazine’s “World’s Most Admired Companies.” Simply put, it was quite a year — a year that saw our stock price increase 65 percent, hitting record highs. And that’s compared with a benchmark S&P 500 Index that rose 30 percent in its best performance since 1997. To the extent that our share price is a proxy for investor satisfaction and confidence, we’re pleased with the strong response to our performance and the outlook for our company. Our dividend remains a high priority for us, and in 2013 we announced a 21 percent increase in our quarterly dividend rate. That marked our 41st consecutive year record of returning cash to shareholders is solid. In 2013, we returned nearly $700 million to shareholders in the form of cash and share buybacks. Powerful Brands. Powerful Platforms. We define a powerful brand as one that has strong equity with consumers, that has a business model that is capable of self-funding its future and that consistently generates superior returns for our shareholders. In other words, we’ve set the bar high. At VF, we have powerful brands. They are diverse, iconic and positioned to serve customers and consumers around the world. We treasure our brands. We value their uniqueness. And we invest in them, so that — collectively and individually — our brands can continue to engage people wherever they live and however they shop. The insights we have into consumers’ wants and needs help us innovate, merchandise and tell stories that bring our brands to life in our consumers’ hearts and minds. We work hard to connect with people around the world. The strength of those connections is measured by our growth. VF’s business platforms also play a vital role in that growth. Across our company, our teams collaborate and share, providing capabilities that include: strategy and innovation counsel, leadership development, direct-to-consumer expertise, supply chain leadership, international know- how and sustainability excellence. Their contributions consistently make our strong brands stronger. Achieving Near- and Long-Term Growth First, we will lead in innovation. That means developing a constant stream of new and better products, new and better In 2011, we established a five-year plan that was intended store environments, and new and better digital experiences to be in place through 2015. But by early 2013, it was evident that deliver what consumers want. that we would surpass many of the five-year goals earlier than planned. The right thing for us to do was to challenge ourselves, to rethink what’s possible and to introduce a new five-year plan. Second, we will connect with consumers. We’re confident in our ability to do that, not just because we understand our consumers, but also because we listen to them. We ask, and they tell us what they want, what inspires them and how In June 2013, we presented what we call our 17 x 17 Plan, best to communicate with them. aimed at achieving $17 billion in revenue by 2017. The plan defines targets for the years 2013 through 2017 and outlines the actions we’ll take to create an even more successful VF. In summary, starting with 2012 as the baseline, by 2017 we plan to achieve annual: » Revenue of $17.3 billion, representing a five-year compound annual growth rate (CAGR) of 10 percent, with organic growth representing eight percentage points and acquisitions representing two points; » International revenues of $7.4 billion, equating to 43 percent of total VF revenues, based on a five-year CAGR of 13 percent; » Direct-to-consumer revenues of $4.4 billion, representing 25 percent of total VF revenues, based on a five-year CAGR of 14 percent; » Gross margin of 49.5 percent, up 300 basis points compared with 2012; » Operating margin of 16 percent, up 250 basis points compared with 2012; » Earnings per share of $4.50, equating to a five-year CAGR of 13 percent; » Return on invested capital of 20 percent, up 360 basis points compared with 2012; » Cash flow from operations reaching $2.4 billion, with a five-year cumulative total of $9.5 billion; and, » An annual dividend of $1.80, at a payout ratio of 40 percent. We are confident that our 17 x 17 Plan is achievable. We’ve delivered this rate of growth before, and we plan to do it again. Underlying our plan is our focus on four of VF’s growth drivers. Third, we will serve our consumers directly, wherever and however they want to engage our brands. Fourth, we will expand geographically. We will grow in more mature markets by leveraging our platforms and extending our strong brands. And we will continue to develop our brands in emerging markets where we have abundant opportunity and the means to capture that opportunity. One VF: Our Culture, Our Advantage Before I close, a few words about the business culture that is a true competitive advantage for VF. It’s a culture of respect, of treating people the way you’d want to be treated. It’s a culture of listening more than talking. It’s a culture of collaboration and sharing. And it didn’t happen overnight. We will turn 115 years old in 2014. Our culture has been carefully nurtured by the tens of thousands of people who came before us. It’s a culture that enables us. It enables us to take risks, and it allows us to fail … because we know that those around us will help pick us up, dust us off and push us to do better. That VF culture gives us strength; it unites us and gives us great potential to succeed and grow as One VF. We sum up our story in six simple words: Powerful Brands. Powerful Platforms. One VF. Those words represent who we are and how we will seize the opportunities ahead. And, after a truly exceptional 2013, those opportunities are exciting. I’m grateful to you, our shareholders, to our 59,000 associates and to our customers and consumers around the globe for choosing to join us on our journey. Eric C. Wiseman Chairman, President & Chief Executive Officer POWERFUL BRANDS At VF, we have a diverse portfolio of powerful brands around the world. Keeping them powerful requires strong equity with consumers, earned through authentic, inspirational storytelling that’s inspired by our innovative apparel and footwear. And it means delivering all that whenever and wherever consumers shop. The talented, achievement- focused people at VF leverage our proven business model to develop and advance our brands. By doing so, we enable reinvestment, promote growth and deliver superior returns to our shareholders. Powerful brands … they set VF apart. OUTDOOR & ACTION SPORTS Founded: 1994 Lee North America Founded: 1889 Founded: 1976 Founded: 1966 Founded: 1952 Lee Asia Pacific Lee Europe Lee South America Founded: 1937 Founded: 1966 Founded: 1999 Founded: 1949 SPORTSWEAR Founded: 1973 Founded: 1975 Founded: 1965 Founded: 1983 Founded: 1987 Founded: 2002 JEANSWEAR CONTEMPORARY BRANDS Founded: 1987 Founded: 1947 Founded: 2000 IMAGEWEAR Founded: 1967 Wrangler Western Founded: 1923 Founded: 2002 Founded: 1984 Wrangler Europe Wrangler South America Founded: 1971 Founded: 2001 POWERFUL BRANDS — Outdoor & Action Sports NEVER STOP EXPLORING TM At The North Face® brand, these three words define who In 2013, The North Face® brand became VF’s first-ever we are, what we do and how we do it. They also capture $2 billion brand. Whether you’re scaling the world’s our passion for outfitting the world’s best athletes, who highest peaks, simply exploring the outdoors, or walking trust The North Face® brand to protect them and boost the metropolitan streets of major cities — our athlete- their performance while they redefine what’s possible. tested, expedition-proven outdoor, action sports and As the world’s largest outdoor brand, you might say performance apparel, footwear and equipment inspire we’re advocates of adventure. and reward the adventurer in all of us. For nearly 50 years, The North Face® brand has partnered with the world’s best outdoor athletes to create our industry’s most innovative performance products. In 2013, we went to the extremes to equip our athletes as they pushed the edge of their physical potential and further expanded the boundaries of our technology. One expedition team went to Antarctica to snowboard the treacherous terrain of the earth’s southernmost landmass — the ultimate test lab to confirm the authenticity of Steep Series™, our latest line of big-mountain riding gear. At the other end of the globe, some of the world’s most accomplished extreme skiers helped us analyze product design features in Alaska’s Denali National Park and British Columbia’s rugged western ranges. Then there was Iceland — the ultimate proving ground for two of our ultra-runners and an all-new collection of cold-weather running apparel. 2013 was a good year for The North Face® brand. One product highlight — the first in our Science of Warmth platform — was our ThermoBall™ technology. This proprietary, synthetic insulation is lightweight and compressible. It serves as a sustainable substitute for down that doesn’t lose precious heat when it becomes wet. Sales exceeded our expectations, giving us great $2B in revenues in 2013 35% increase in e-commerce sales in 2013 the continued expansion of our Ultra footwear collections and ThermoBall™ products, we’ve never been more excited about the chance to grow this brand into a four-season consumer opportunity, while delivering value to shareholders. confidence in our ability to further expand this science As part of our five-year plan, we expect The North Face® and drive more innovation in heat management. brand to reach $3.3 billion by 2017, based on a five-year Additionally, as a sponsor of the U.S. Ski and Snowboard compound annual growth rate of 12 percent. That includes Association, we worked with our U.S. Freeskiing athletes double-digit growth rates in the Americas, Europe and to create a unique uniform collection for those competing Asia Pacific regions. at the Winter Olympics in Sochi. Global revenues for The North Face® brand were up as ever about pushing our limits and driving product 7 percent in 2013 compared with 2012, driven by a mid innovation that benefits everyone who draws inner single-digit increase in the Americas and European strength from the great outdoors. While we’ll always focus businesses and greater than 20 percent growth in the on outfitting the most accomplished outdoor athletes As we keep that goal in our sights, we’re as passionate Asia Pacific region. In 2014, we’re looking forward to another year of growth for The North Face® brand. With continued emphasis on industry-leading product innovations, including the launch of our Mountain Athletics training apparel and for the world’s most extreme conditions, we’ll also keep working to inspire all those among us who never stop exploring — whoever they are, wherever they go. POWERFUL BRANDS — Outdoor & Action Sports THE VANS® BRAND IS A STATE OF MIND. Embracing creative self-expression. Authenticity and Today, the Vans® brand evolution continues — from progression. Choosing your own line on your board and its foundation as an original skateboarding company in your life. As it approaches 50 years of connecting in ’66, to its emergence as a leading action sports brand, with youth culture, the Vans® brand continues to advance to defining its anthem of living “Off the Wall” as youth its roots in action sports while recognizing the global culture — the Vans® brand has taken on a power that “Off the Wall” connectivity between the brand and art, matches its business performance. music and street culture enthusiasts. Global revenues for the Vans® brand were up 17 percent to $1.7 billion in 2013 compared with 2012, with strong double-digit growth across all regions as well as the brand’s wholesale and direct-to-consumer businesses. The Vans® brand is VF’s second largest and it’s well on its way to reaching $2.9 billion by 2017, targeting a five- year compound annual growth rate of 15 percent. From its birthplace on the West Coast, the Vans® brand has grown beyond a shoe. Today it’s a movement — reaching from Barcelona to Beijing, São Paulo to Sydney, Orange County to New York. Looking ahead to 2017, we anticipate that our regional growth rates around the world will continue strong. In fact, we expect five-year compound annual growth rates of 10 percent in the Americas, 20 percent in Europe and 25 percent in our Asia Pacific region. The Vans® brand goes to market through its network of deeply rooted wholesale partners and VF’s largest direct-to-consumer platform, with 415 owned retail stores worldwide. Given this amazing platform for connecting with consumers, we’re constantly looking for better and more creative ways to amplify the brand’s in-store presence. And equally strong is the brand’s extraordinary e-commerce and social media presence, including its digital video platform, Off TheWall.tv. Through its various online channels, the Vans® brand has access to more than 14 million brand loyalists at any given time. At the intersection of action sports, music, art and street culture — that’s where the Vans® brand connects with consumers. Because of this, we create brand loyalists, not just product fans. We make a special connection via The Vans® Warped Tour — one of the world’s longest-running music festivals. The tour celebrated its 19th year in 2013, drawing more than a half-million people in the United States, Mexico, Australia and Europe. Other brand events 415 owned retail stores at the end of 2013 14M brand loyalists reached through various online channels include: Vans® Triple Crown of Surfing, Vans® Downtown Showdown, Vans® Pool Party, House of Vans® House Parties and the Vans® US Open of Surfing. If it’s the weekend, a Vans® brand event is likely happening somewhere around the world. As with all of our brands, consumer-focused product is essential. And among some of the toughest critics around — the world’s youth — the continued relevance and authenticity of the Vans® product, whether performance-based or fashion-forward, must maintain the right balance at all times. By leveraging the power of One VF, we’re reaching across our global family of brands to bring new features to the Vans® brand. From weatherizing the head-to-toe collections to enhancing the durability of our performance-based footwear, we’re elevating the levels of quality and technology and enabling active consumers everywhere to enjoy the Vans® brand through all four seasons. POWERFUL BRANDS — Outdoor & Action Sports MORE STYLE. MORE ENERGY. When the Timberland® brand joined the VF family The Timberland® brand has a rich history of designing of powerful brands in 2011, we made a commitment — and engineering some of the world’s most iconic footwear, help this brand reach its global growth potential, but apparel and accessories for the outdoor lifestyle. Yet the never, ever lose its unique essence. By drawing on the brand stands for more than New England ingenuity and resources of VF’s powerful platforms, we’ve made great-looking, well-crafted, innovative products. It also a strong start on doing just that. stands for environmental and social responsibility, for being a caring corporate citizen and an engaging place to work — qualities that also make the brand a natural fit with VF. 2013 was a breakout year for the Timberland® brand. Leveraging two years of extensive consumer insights work, we set out to introduce a new Timberland® brand to a new generation. The research showed that, while consumers worldwide loved the Timberland® brand for its heritage and authenticity, they wanted more. More style. More new looks. More energy. And that’s just what they got. On the product side, the Timberland® brand introduced its strongest collection ever, reflecting a new design philosophy we sum up in three words: Style, Performance and Green. We call it simply SPG. Style that’s relevant to today’s consumer, but also true to the brand’s rugged, yet refined, DNA. Performance that delivers benefits such as comfort, durability and waterproof protection. And green, through the use of recycled, renewable and organic materials to reduce environmental impact. The result is a truly ownable design formula that is now the basis for all Timberland® brand product collections, from footwear to apparel to accessories. It’s a formula that came to life in the brand’s largest- ever global marketing campaign: Best Then. Better Now. Starting with the 40th anniversary of the iconic yellow boot, the campaign reminded consumers of all they love about the Timberland® brand, then introduced them to a fresher, more modern head-to-toe style, setting the stage for the brand’s next phase of growth. 60% revenue outside of the U.S. in 2013 $2.3B revenue expected in 2017 were up 5 percent in 2013, compared with double-digit constant dollar revenue growth in the Americas and Asia Pacific regions, offset by a slight decline in Europe where the brand took steps to position itself for stronger future growth. In the year ahead, we’ll continue to focus on our consumers, combining their insights for direction on innovative and relevant products with expertise from across VF. And we’ll ensure that the Timberland® brand continues to tap the value of VF’s business platforms to help drive success. With an anticipated 10 percent five-year compound annual growth rate, we expect the brand’s revenue to reach The Timberland® brand has returned to strong growth $2.3 billion by 2017. and profitability in North America, has maintained momentum in Asia and has stabilized in Europe among challenging economic conditions. Global revenues POWERFUL BRANDS — Jeanswear REAL. COMFORTABLE. JEANS.TM The American Heritage® Dictionary of the English For the millions of loyal consumers around the world Language defines “wrangler” as “a cowboy or cowgirl, who have purchased jeanswear and apparel from the especially one who tends saddle horses.” Factually Wrangler® brand during the past 67 years, this is a brand accurate? Yes. But our Wrangler® brand is so much that represents honesty, integrity and getting the job more than that. done. The Wrangler® brand is authentic. In 1947, the 13MWZ — the jean “made for cowboys by cowboys” — featured seven belt loops, a wide-scoop watch pocket, flat rivets, a rope logo and a “W” stitched on each pocket that stood for “western wear.” These key features remain today, as the 13MWZ is still a favorite with western consumers. In 2002, the Wrangler® brand broke the mold with Wrangler Five Star® Premium Denim, a line of jeans featuring traditional five-pocket styling and the unique U-Shape design that never binds or pinches like other jean brands can. Then, we took it a step further with Wrangler Jeans Co.® jeans, combining comfort and value with updated fits and finishes. Each pair is designed to be ultra-comfortable, thanks again to the innovative U-Shape construction that gives more room where it’s needed and comfort where it counts. This unique combination of history and innovation is the reason why Wrangler® brand jeans may still be the single most important piece of apparel in a man’s closet. From cowboys and ranchers to construction workers and weekend warriors, Wrangler® men consider jeans to be their most comfortable, go-to apparel. These jeans are worn for all occasions: work, play, church, school and just about everything in between. Nothing beats the Wrangler® brand’s comfort and value. In 2013, we launched our Wrangler® Advanced Comfort jeans, which allow men more movement while working on the ranch or at the job site. The Advanced Comfort jeans debuted a new fabric construction, using a unique blend of fibers that results in denim that moves with you and lasts twice as long. Our goal at the Wrangler® brand is to completely satisfy our consumers. To do that, we work closely with them to learn firsthand what they need from their jeans; and we back our jeans with a one-year satisfaction guarantee. NO.1 market share in the U.S. mass merchandise channel 67 years of getting the job done For decades, the Wrangler® brand has grown in popularity and drawn loyal fans from all walks of life. From the country music fan and the urban cowboy to the diehard NASCAR® fan and the football enthusiast, the Wrangler® brand epitomizes authenticity, comfort and value. The Wrangler® brand is available in key markets around the world through mass merchandise and mid-tier channels. As you’d expect from its strong and steadfast connection to the western lifestyle, it’s also sold in western and specialty stores. Global revenues for the Wrangler® brand were up 3 percent in 2013 compared with 2012. POWERFUL BRANDS — Jeanswear ICONIC BRANDS STAND THE TEST OF TIME. Strong brands innovate, grow, prosper, stay contemporary its reach and is even more relevant than a century ago. and become global in scope. That’s certainly the case Why? It’s the simple, consumer-focused innovation that with the Lee® brand. In 1889, Henry David Lee founded makes the Lee® brand products forever new. the H.D. Lee Mercantile Company, which later became the Lee Jeans Company. The brand’s heritage is jeanswear quality, comfort and fit. We like to say we are America’s “go-to” jean. That said, today’s Lee® brand has extended The appeal of the Lee® brand is found in its attractive range of apparel for men and women — girls and boys. The inspiration began with denim, but today the 125 years of being America’s “go-to” jean 2,500 locations remodeled to excite and engage consumers Lee® brand means casual and seasonal business wear — from what you wear on the weekend with friends, to what you wear out for date night, to what you wear to work. The Lee® brand offers versatile styling and superior comfort. It’s what sets the brand apart and gives us a competitive edge. In 2013, the Lee® brand launched new product lines for women and men. For the ladies, the Lee® brand now features the Perfect Fit Collection. This popular collection features jeans made with premium-quality denim and fabrics. The Perfect Fit Collection also features innovative Shapetastic™ technology that gives the wearer a sleeker silhouette. Another new line that’s a hit with women is the Lee® brand Platinum Label Collection. It includes select styles crafted with extra-soft, quality denim and fabrics that provide a smooth, slimming silhouette and a premium feel for comfortable, all-day wear that holds its shape. Our new offerings for guys are highlighted by the Modern Series, inspired by the denim details featured in the Lee® brand products of the past. With our Active Comfort Denim — the brand’s most innovative fabric — this premium ring-spun construct features a unique blend of fibers with four-way flex designed to move with you, so it’s as soft as it is strong. In 2014, the Lee® brand will celebrate its 125th anniversary. The brand remains robust and recognizable, with passionately loyal consumers. But we’re not resting on past achievements. In 2013, we worked to remodel more than 2,500 Lee® brand locations to keep the brand top of mind with consumers and give them an enjoyable shopping experience. And, the Lee® brand continues to drive growth in key, well-known department store channels by staying focused on the consumer at all times. Global revenues for the Lee® brand were flat in 2013 compared with 2012, with low single-digit growth in the Americas and Europe, and a low single-digit decline in Asia Pacific. POWERFUL BRANDS — Sportswear $700 million in annual revenue planned by 2017 Founded in 1983, the Nautica® brand is a modern American classic that captures the spirit of an active lifestyle. Rich in performance, color and authentic style, the Nautica® brand takes you to the water. 2013 was a good year for our Nautica® brand, with sales up 5 percent, driven by strong direct- to-consumer sales and international momentum. The brand was also launched in Russia, Turkey, Ukraine and Brazil. In 2014, we will grow our direct-to-consumer business and set the stage to open full-price stores in the United States. By 2017, the Nautica® brand plans to achieve $700 million in annual revenue. Meaningful growth initiatives include the continued introduction of new products with performance features, an elevated consumer connection that amplifies the Nautica® brand’s unique positioning, and robust e-commerce and mobile platforms. POWERFUL BRANDS — Outdoor & Action Sports 20% increase in 2013 revenues 18% average compound annual growth rate since acquisition in 2004 This is a story about a fun, happy — and some would say magical — brand. It’s a story that began in Antwerp, Belgium, in 1987. Featuring stylish handbags, luggage, backpacks, totes and accessories, the Kipling® brand is available in more than 55 countries around the world. And it’s a brand that benefits tremendously from VF’s powerful global business platform. We promise our consumers a global lifestyle brand with bags and accessories that will lighten their day. At the Kipling® brand, we don’t just make bags, we make consumers happy. The spirit of the monkey — the self-appointed mascot of fun and adventure — touches every Kipling® bag. Today the Kipling® brand is approaching the $300 million annual revenue mark. And in 2013, with revenues up 20 percent, it was VF’s fastest- growing brand. Since we acquired the Kipling® brand in 2004, it has delivered an 18 percent compound annual growth rate. POWERFUL BRANDS — Contemporary $645 million in annual coalition revenue planned by 2017 VF’s Contemporary Brands coalition features the 7 For All Mankind®, Splendid® and Ella Moss® brands for consumers who value an upscale lifestyle. All are known for fashion, innovative design, luxurious fabrics and unmatched comfort. The 7 For All Mankind® brand is a California-born lifestyle brand that designs, makes and markets premium denim jeans, novelty bottoms, knit and woven tops, sweaters, jackets and accessories for discerning men and women globally. Ella Moss® is a women’s and girls’ fashion sportswear brand inspired by its L.A. roots. The Splendid® brand is known for soft, wearable fabric and vibrant colors worn by women, men and children in markets around the world. The U.S. market for these premium products faced challenges in 2013, primarily due to weakness in demand for premium denim products in high-end department stores. Excluding the John Varvatos® brand, which was sold in April 2012, revenues for the Contemporary Brands coalition in 2013 were down 2 percent from the prior year. We expect coalition revenues to reach $645 million by 2017. POWERFUL BRANDS — Imagewear Imagewear is the VF business coalition that includes licensed sports apparel, business and occupational apparel and uniforms. The business is comprised of two operating units: Licensed Sports Group and Image. In our Licensed Sports Group, professional athletes and fans alike are “Always Game” with VF’s Majestic® brand. As the on-field provider of all Major League Baseball® uniforms, we consistently set the bar higher with performance, fit and comfort elements. For both men and women, the Majestic® brand is the first to bring new graphics and styles to fanwear. Since no two fan bases are alike, the brand customizes designs to reflect the unique passion of each one. Starting in 2014, National Football League® fans will also be able to wear the Majestic® brand. Additionally, we produce high-quality fanwear for the National Basketball Association®, the National Hockey League®, the Japan League™ and major colleges throughout the world. And we’re the largest licensee of Harley-Davidson® performance and lifestyle apparel. On the Image side of the business, we provide our customers uniform and workwear solutions to enhance their image, while improving worker productivity and comfort. Our garments are worn by millions of workers across a wide range of industrial, service and government organizations. You’ll find our industry-leading brands, Red Kap®, Bulwark®, Horace Small® and Wrangler Workwear™, hard at work from the firehouse to the warehouse, from the assembly line to the garage, on patrol and on the border — and just about everywhere else work gets done. The Imagewear coalition had revenue of $1.1 billion in 2013 and plans to reach $1.3 billion by 2017. POWERFUL PLATFORMS — International A CLEAR PATH TOWARD GROWTH STABIO: WHERE COLLABORATION IS RIGHT AT HOME “One of the keys to our global success is tapping the knowledge of our team and ensuring that we share the best ideas and approaches across brands and regions. To facilitate that collaboration, VF established a new international headquarters in Stabio, Switzerland, in 2013. Thirty-five nationalities are represented among our 700 employees. It’s home to brands with global reach across geographies and markets, and it’s already setting a new standard for cross-brand sharing and teamwork.” Karl Heinz Salzburger Vice President & Group President – International As a proven catalyst for growth path to growth in a changing global helped the Timberland® brand build outside the United States, VF’s marketplace. From mature markets on its strengths by commissioning international platform gives us such as Western Europe and Japan, a global consumer segmentation a strong competitive advantage. to emerging markets such as Eastern study and providing operational In 2013, our international revenue Europe, China and South America, support in key regions, as well reached $4.3 billion, representing VF is there. And we’re there with our as by offering efficient and reliable growth of 8 percent over 2012. We amazing portfolio of scalable brands supply chain resources and access expect VF’s international revenue — listening to and inspiring existing to capital. As a result, the Timberland® to reach $7.4 billion by 2017, and future brand loyalists. In many brand has maintained its core DNA representing a five-year compound cases, we’re leading the conversation. and is better positioned than ever annual growth rate of 13 percent. Whether it’s The North Face® brand to establish vital retail partnerships As a percentage of total revenues, VF’s inspiring people in China to get and attract new consumers in key international business represented outdoors for the first time or the markets across Europe and Asia. 38 percent of total sales in 2013. Our Vans® brand giving a new palette of goal is for international revenues to self-expression to the street culture reach 43 percent of total sales in 2017. of European youth, we’re really just That’s strategic business change that getting started. delivers growth and value creation. The outcome? A strong brand got even stronger … achieving higher- quality revenue, improved market share and profitability, lower The Timberland® brand’s integration inventories and improved on-time Our international business platform into our global family is a strong deliveries — thanks to the One VF is one more example of how we’re example of our international approach to global growth. transforming VF to provide a clear platform’s ability to grow. VF has International Revenue Growth by Region 2008-2013 (5-year CAGR) AMERICAS (non-United States) EUROPE ASIA PACIFIC 10% 9% 34% POWERFUL PLATFORMS — Direct-to-Consumer BUILDING STRONG CONNECTIONS GOING DIGITAL “E-commerce is VF’s fastest-growing consumer channel, accounting for 13 percent of our direct- to-consumer sales in 2013. It includes consumer connections through all devices including desktops, tablets, mobile phones and social media. VF’s Project Digital Excellence is focused on creating operational efficiency in the digital age. It’s about building an e-commerce platform we can leverage across all of VF’s brands and geographies. It’s about connecting with consumers … in all the ways they connect with the world.” Mike Gannaway Vice President – VF Direct/Customer Teams At VF, we think of ourselves as In the grand scheme of things, At the same time, we anticipate brand builders, not retailers. It may we’re relatively young in our combined annual growth rates for sound like a subtle distinction. But direct-to-consumer journey, having full-price stores, outlet stores and it makes a big difference in driving launched these businesses with e-commerce of 14 percent, 9 percent our decisions and investments. We full strategic focus in 2006. Since and 25 percent, respectively. work with our portfolio of brands then, we’ve built this platform into to optimize their growth, while we a high-performance mix of full-price connect with consumers — in stores stores, outlet stores and e-commerce. and online — to build relationships And the growth has been terrific. based on mutual trust and loyalty. Our 2013 direct-to-consumer revenue The success of our One VF direct- to-consumer business platform reached $2.6 billion, reflecting 22 percent of the company’s revenue. By any measure, direct-to-consumer is a powerful, profitable growth platform for our brands. And there’s plenty of untapped potential ahead. Consider this: Across our brands, VF had 1,246 stores at the end of 2013, but only three of our brands flows from three growth strategies: By 2017, we expect direct-to-consumer had more than 100 stores around continuously driving comp-store revenue to reach $4.4 billion, or the world. Clearly, a robust growth performance, opening new stores 25 percent of VF’s anticipated total trajectory lies ahead of us. Our goal that feature the right brands in the revenue — a five-year compound is to reach 1,775 stores by the end right locations and accelerating our annual growth rate of 14 percent. of 2017, with about two-thirds of e-commerce sales. It’s rooted in our And this growth will be well-balanced our new store openings coming belief that building strong, direct-to- across all direct-to-consumer channels from outside the United States. consumer connections is as much and geographies. In fact, between an art as a science. It requires focus, 2012 and 2017 we expect a compound discipline, data-driven decision annual growth rate of 12 percent in making and engaging brand the Americas, 21 percent in Europe storytelling that fuels growth. and 15 percent in Asia Pacific. OWNED STORES BRANDS 2008-2013 (5-year revenue CAGR) 1,246 14 17% POWERFUL PLATFORMS — Strategy & Innovation INNOVATION DRIVEN BY INSIGHT ACCELERATING INNOVATION “In 2013, VF announced the creation of three Global Innovation Centers. The teams of scientists, engineers and technical designers who staff these centers will focus on game-changing product innovations in jeans, footwear and technical apparel. Taking a One VF approach, we’ll be combining proprietary insights into consumer needs with a deep understanding of technology and new materials. The expected outcome? Breakthrough products that drive brand equity, consumer loyalty and long-term growth.” Stephen Dull Vice President – Strategy & Innovation At VF, business strategy, consumer insights and We’ve gone on expeditions with them. They’ve opened innovation are all about making fact-based, well- their closets and duffels to us; we’ve gone shopping with informed choices. But it’s not just about choosing what them. That insight enables us to make sure our products, to do; it’s also about choosing what not to do. We take marketing and messaging all ring true with them. What’s a disciplined approach to making choices that deliver more, it equips us to invest with the greatest likelihood long-term consumer loyalty and value to shareholders. of success — to invest in winning opportunities at the And it all starts with understanding consumers and right place, at the right time. defining what we must do to win their loyalty. That’s because the consumer is our guide. We include For example, we’ve done similar work on the Wrangler® them in everything we do and constantly seek insights brand with cowboys, workers and consumers in the into who they are, how they live and what unmet United States, India, China, Brazil and Europe. We’ve lived needs they have. Those insights play a meaningful on ranches for weeks at a time. That deep connection part in defining our strategy and prioritizing our has led to a global string of new products and upcoming Our other brands receive the same kind of attention. actions across VF. Our curiosity about consumer motivations, values and needs is insatiable. During the past four years we’ve conducted more than 1,000 video ethnographies and 3,000 in-person interviews in homes and stores, as well as where our consumers work and play. And we’ve surveyed more than 100,000 people regarding our top-seven brands in 15 countries. We analyze … learn … and act on what we learn. At The North Face® brand, for example, we partner with enthusiasts on new product research and development. breakthroughs across our jeans brands. We learn and share across all of our brands. That’s because we know that the experiences and learning of one brand can guide another brand to profitable growth. Connecting with consumers drives innovation at VF. And that innovation will be a major driver of VF’s ability to reach $17 billion in annual revenue by 2017, helping us shape the future of the apparel and footwear sectors and deliver groundbreaking, sustainable products and services that fit our consumers’ lives. When the consumer wins, VF and our shareholders win. POWERFUL PLATFORMS — Supply Chain KEEPING OUR BALANCE VF Supply Chain SUPPLY & DEMAND PLANNING MATERIAL PROCUREMENT PRODUCT SOURCING: MAKE OR BUY QUALITY ASSURANCE LOGISTICS & DISTRIBUTION CUSTOMER SERVICE Managing complexity in making » Buy about 600 million yards of And if there’s one word that things and doing so in a balanced way fabric every year — enough to wrap best describes our global sourcing is what we’ve done for 115 years at VF. around the earth 13 times. strategy, it’s “balanced.” We’re not We follow that same approach today to support our more than 30 very diverse brands around the world. At VF, we: » Benefit from the talents of nearly 30,000 associates who work directly in our global supply chain organization; » Produce about 500 million units of apparel and footwear every year — about 1.3 million a day — and that number is growing; » Make about 760,000 combinations of style and color; » Manufacture about 30 percent of our products and source the remaining 70 percent from 40 countries, working with some 2,000 factory partners on any given day; and, In an environment of this scale and complexity, you might consider supply chain excellence as a challenge to be overcome. Not so at VF. We see supply chain excellence as a competitive advantage to be leveraged — a high- performance platform that sets us apart in the very competitive global overly dependent on any given region or country. This allows us to competitively manage cost, as well as source closer to end markets. For example, we source about 40 percent of our manufacturing and production in the Americas, compared with an industry average in the mid-teens. apparel and footwear industry. Our proven ability to do all that, Our skill in sourcing is complemented by an engineering expertise that guides how we make things. We know how to engineer products and that guides how we build plants and operate factories to produce the apparel and to do it well, is one of the most powerful advantages our brands gain from being part of VF. And it’s one of the most effective tools we have for bringing new brands into the VF family. and footwear retailers and consumers When we acquired and integrated expect. It’s what we call “hard skills.” the Timberland® brand, we quickly These are skills that we leverage in shared staffing excellence and developing our sourcing partners in sourcing approaches. The result: lower key regions around the world. costs, smaller inventories, improved buying power and happy consumers. POWERFUL PLATFORMS — Sustainability AN OPPORTUNITY TO LEAD GROWING BETTER COTTON “Cotton is one of VF’s most important raw materials. In fact, our apparel and footwear products use about 1 percent of the world’s production. Accordingly, cotton is a main focus of our sustainability activities. VF has joined the Better Cotton Initiative (BCI) as a “fast-track member” and has aligned our activities with Solidaridad — an organization that works to improve farmers’ livelihoods by promoting sustainable cotton. These organizations seek to make global cotton production better for the people who produce it, better for the land where it grows and better for the future of our industry. This is one way VF is helping to shape the future of apparel, sustainably.” Letitia Webster Senior Director – Corporate Sustainability For any company, sustainability is a journey that begins and influence: resource efficiency — including our use with a question: “What kind of company do we want of energy, materials and water — as well as sustainable to be?” At VF, the answer starts with the kind of company products, and employee and community engagement. we already are. Sustainability is a fundamental business platform, an essential part of our core values. It’s also an area where we aspire to lead by reducing our environmental impact and by innovating to deliver groundbreaking sustainable products and services. For us, sustainability comes down to a promise — creating tangible value by providing a company-wide platform for identifying new opportunities, reducing and managing risks and lowering our costs. In that context, we view sustainable operations both as a competitive advantage and an opportunity to help move the apparel and footwear industry toward a more sustainable business model. Of course, we understand that what matters on this front isn’t what we say. It’s really what we do. On our own and in collaboration with others, we’re focusing on doing what matters most and addressing things we can control As an important part of these efforts, we’re working to increase our energy efficiency and begin the move to renewable, clean energy resources. By 2015, we plan to have reduced our greenhouse gas emissions by 5 percent from our 2009 baseline year. We’re looking across VF and our brands to identify ways to be more innovative and sustainable with the materials we use in our business, as well as to recycle, reuse or compost what we cannot reduce to keep it out of landfills. We’re also committed to using water wisely and efficiently. In 2014, we’ll share our sustainability aspirations, goals, measurable achievements and targets in VF’s first corporate responsibility report. As we move forward, we expect to be held to high standards of achievement. And that’s as it should be. Inspired by the Timberland® brand and its longstanding commitment to community service, VF’s Outdoor & Action Sports coalition holds an annual Earth Day community-service event. All VF brands are active serving communities where their employees live and work around the world. POWERFUL PERFORMANCE ROBERT K. SHEARER Senior Vice President and Chief Financial Officer 2013 was marked by solid achievements at VF, especially given a global business environment that faced its share of challenges. And if you know VF, you know that a challenging business climate brings out the best in our people, our diverse brands and our powerful business platforms. In 2013, we achieved all-time highs in revenue, gross margin, earnings and cash flow, all while staying sharply » SG&A as a percent of revenue rose 50 basis points to 33.6 percent. Marketing alone was up 60 basis focused on investing in our brands to drive future growth. points due to strategic incremental investments. This It was also the first year of our new five-year plan, and our indicates leverage in other areas of our business, further results have us nicely on track to deliver against our long- underscoring our commitment to executing the right term targets. Let’s take a closer look: investments to maximize returns to our shareholders. » Our 2013 revenues increased 5 percent to a record $11.4 billion, compared with $10.9 billion in 2012. » Adjusted operating margin was 14.5 percent, one of the highest in our industry, compared with 13.8 percent in Leading the way were continued, strong results 2012. On a GAAP basis, operating margin was 14.4 percent from our Outdoor & Action Sports coalition, and our versus 13.5 percent in 2012. international and direct-to-consumer businesses, which created excellent momentum that we expect to continue into 2014. » Improvement in gross margin also continued in 2013 with a 160 basis point expansion to reach a record » Net income on an adjusted basis reached $1.2 billion, compared with $1.1 billion in 2012. That’s an increase of 13 percent! Adjusted earnings per share in 2013 also increased 13 percent to $2.73. On a GAAP basis, full year net income was $1.2 billion, while earnings per share 48.1 percent, reflecting the ongoing shift in our revenue grew 12 percent to $2.71 per share. mix toward higher-margin businesses as well as lower product costs. Coalition Performance Imagewear is VF’s third-largest coalition, consisting of our Image business, which includes occupational Our Outdoor & Action Sports coalition was, once again, apparel and uniforms, and our Licensed Sports Group, one of the great highlights of 2013, with 9 percent which features authentic fanwear. Revenues were revenue growth. Our three largest businesses, including down 1 percent in 2013. The North Face®, Vans® and Timberland® brands, achieved healthy global growth of 7 percent, 17 percent and 5 percent, respectively. There were two milestones we’re particularly proud of: The North Face® brand passed $2 billion in global revenues, and the Vans® brand reached $1.7 billion in sales, putting it squarely in place as VF’s second-largest brand. Revenue growth across the coalition was balanced by region and channel. “OUR INVESTMENT THESIS IS SIMPLE: DELIVER CONSISTENT, LONG-TERM VALUE TO SHAREHOLDERS BY CREATING SUSTAINABLE, PROFITABLE GROWTH FOR OUR BRANDS.” In 2013, global revenues of our Jeanswear coalition were up 1 percent over 2012. This reflected a low single-digit percentage increase in the Americas region and a low single-digit decline in our international business. In the United States, revenues were negatively affected by continued weakness in the mid-tier and mass channels, as well as by more challenged trends in women’s basic denim. European Jeanswear revenues were up at a low single-digit rate, as we gained traction with our efforts to optimize product and distribution, and connect more effectively with consumers. And in Asia, revenues were down 8 percent as category-specific inventory issues tempered our full-year growth. VF’s Sportswear coalition had a strong year in 2013, with revenues up 8 percent. Nautica® brand revenues were up 5 percent, and our Kipling® brand continued to show very strong growth, up 29 percent in the United States. Kipling® is now VF’s seventh-largest brand. Revenues in our Contemporary Brands coalition, excluding the impact of the sale of the John Varvatos® brand in 2012, were down 2 percent in 2013 compared with the prior year. This decrease was due to challenges in premium denim trends, partially offset by higher direct-to-consumer revenues from new stores and an accelerating e-commerce business. Our Focus: Total Shareholder Return VF’s balance sheet remains very healthy. In 2013, we repaid all short-term debt, contributed $100 million to our pension plan, which is now nearly fully funded, and raised our annual dividend by 21 percent. I’m pleased to say that in 2013 we returned nearly $700 million to you, our shareholders, in the form of dividends and share repurchases. Our investment thesis is simple: deliver consistent, long-term value to shareholders by creating sustainable, profitable growth for our brands. Backed by our unwavering focus on providing consumers with the industry’s most innovative apparel and footwear products and by our proven ability to tell inspirational stories to connect them with our brands, our confidence in the future is stronger than it’s ever been. With another record year in the books, we look forward to performing at an even higher level in 2014 and beyond. Robert K. Shearer Senior Vice President & Chief Financial Officer 5-YEAR FINANCIAL SUMMARY In thousands, except per share amounts 2013 8 2012 8 2011 8 2010 2009 YEAR ENDED DECEMBER $ 11,419,648 $ 10,879,855 $ 9,459,232 $ 7,702,589 $ 7,220,286 1,647,147 1,210,119 1,465,267 1,085,999 1,244,791 888,089 820,860 571,362 $ 2.76 $ 2.47 $ 2.03 $ 1.31 $ 736,817 461,271 1.04 1.03 0.5925 46.0% 2.00 0.6525 32.7% 1.29 0.6075 37.6% Summary of Operations1 Total revenues Operating income Net income attributable to VF Corporation Earnings (loss) per common share attributable to VF Corporation common stockholders — basic Earnings (loss) per common share attributable to VF Corporation common stockholders — diluted Dividends per share Dividend payout ratio2,7 Financial Position Working capital Current ratio Total assets Long-term debt Stockholders’ equity Debt to total capital ratio3 Weighted average common shares outstanding 2.71 0.9150 33.8% $ 2,314,981 2.5 $ 10,315,443 $ $ 1,426,829 6,077,038 19.3% 438,657 2.43 0.7575 31.2% 1,717,371 2.0 9,633,021 1,429,166 5,125,625 26.5% 439,292 $ $ 1,521,912 $ 1,716,585 $ 1,536,773 1.9 2.5 2.4 9,313,126 $ 6,457,556 $ 6,473,863 1,831,781 4,525,175 31.9% 437,148 935,882 3,861,319 20.2% 435,056 938,494 3,813,285 23.7% 441,556 Book value per common share $ 13.80 $ 11.63 $ 10.23 $ 8.94 $ 8.64 Other Statistics 4 Operating margin 7 Return on invested capital 5,6,7 Return on average stockholders’ equity 6,7 Return on average total assets 6,7 14.4% 17.6% 23.7% 12.8% 13.5% 16.2% 24.7% 11.9% 13.2% 15.8% 22.0% 11.9% 13.3% 15.6% 20.1% 11.8% 11.9% 12.6% 17.2% 9.6% Cash provided by operations $ 1,506,041 $ 1,275,000 $ 1,081,371 $ 1,001,282 $ 973,485 Cash dividends paid 402,136 333,229 285,722 264,281 261,682 1 Operating results for 2010 include a noncash charge for impairment 4 Operating statistics exclude the charges for impairment of goodwill of goodwill and intangible assets — $201.7 million (pretax) in operating income and $141.8 million (after tax) in net income attributable to VF Corporation, $0.33 basic earnings per share and $0.32 diluted earnings per share. Operating results for 2009 include a noncash charge for impairment of goodwill and intangible assets — $122.0 million (pretax) in operating income and $114.4 million (after tax) in net income attributable to VF Corporation, $0.26 basic and diluted earnings per share. 2 Dividends per share divided by earnings per diluted share (excluding the charges for impairment of goodwill and intangible assets in 2010 and 2009). 3 Total capital is defined as stockholders’ equity plus short-term and long-term debt. and intangible assets in 2010 and 2009. 5 Invested capital is defined as average stockholders’ equity plus average short-term and long-term debt. 6 Return is defined as net income attributable to VF Corporation plus total interest income/expense, net of taxes. 7 Information presented for 2010 and 2009 excludes the impairment charges for goodwill and intangible assets as discussed in (1) above. 8 The Timberland® Company was purchased on September 13, 2011, and its results have been included since the date of acquisition. Basis of presentation: VF 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 “2013,” “2012” and “2011” relate to the 52-week fiscal periods ended December 28, 2013, December 29, 2012, and December 31, 2011, respectively. CONSOLIDATED BALANCE SHEETS In thousands Assets Current Assets Cash and equivalents Accounts receivable, net Inventories Other current assets Total current assets Property, Plant and Equipment Intangible Assets Goodwill Other Assets Liabilities and Stockholders’ Equity Current Liabilities Short-term borrowings Current portion of long-term debt Accounts payable Accrued liabilities YEAR ENDED DECEMBER 2013 2012 $ 776,403 $ 597,461 1,360,443 1,399,062 347,074 3,882,982 932,792 2,960,201 2,021,750 517,718 1,222,345 1,354,158 275,619 3,449,583 828,218 2,917,058 2,009,757 428,405 $ 10,315,443 $ 9,633,021 $ 18,810 $ 5,167 638,732 905,292 12,559 402,873 562,638 754,142 Total current liabilities 1,568,001 1,732,212 Long-term Debt Other Liabilities Commitments and Contingencies Stockholders’ Equity Common Stock Additional paid-in capital Accumulated other comprehensive income (loss) Retained earnings Total stockholders’ equity 1,426,829 1,243,575 1,429,166 1,346,018 110,078 2,746,590 (211,720) 3,432,090 6,077,038 110,205 2,527,868 (453,895) 2,941,447 5,125,625 $ 10,315,443 $ 9,633,021 CONSOLIDATED STATEMENTS OF INCOME In thousands, except per share amounts 2013 2012 2011 YEAR ENDED DECEMBER Net Sales Royalty Income Total Revenues Costs and Operating Expenses Cost of goods sold Selling, general and administrative expenses Operating Income Interest income Interest expense Other income (expense), net Income Before Income Taxes Income Taxes Net Income Net (Income) Loss Attributable to Noncontrolling Interests $ 11,302,350 $ 10,766,020 $ 9,365,477 117,298 113,835 93,755 11,419,648 10,879,855 9,459,232 5,931,469 3,841,032 9,772,501 1,647,147 4,141 (84,773) (4,025) 1,562,490 352,371 1,210,119 – 5,817,880 3,596,708 9,414,588 1,465,267 3,353 (93,605) 46,860 1,421,875 335,737 1,086,138 (139) 5,128,602 3,085,839 8,214,441 1,244,791 4,778 (77,578) (7,248) 1,164,743 274,350 890,393 (2,304) Net Income Attributable to VF Corporation $ 1,210,119 $ 1,085,999 $ 888,089 Earnings Per Common Share Attributable to VF Corporation Common Stockholders Basic Diluted Weighted Average Shares Outstanding Basic Diluted $ $ 2.76 2.71 $ 2.47 2.43 2.03 2.00 438,657 446,809 439,292 447,616 437,148 445,152 Cash Dividends Per Common Share $ 0.9150 $ 0.7575 $ 0.6525 CONSOLIDATED STATEMENTS OF CASH FLOWS In thousands Operating Activities Net income YEAR ENDED DECEMBER 2013 2012 2011 $ 1,210,119 $ 1,086,138 $ 890,393 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization Stock-based compensation Provision for doubtful accounts Deferred income taxes Pension expense in excess of (less than) contributions Gain on sale of business Other, net Changes in operating assets and liabilities, net of purchases and sales of business 253,273 87,118 15,756 (12,370) (28,102) – 14,306 (34,059) 237,956 92,814 19,264 (20,797) (20,198) (44,485) (40,931) (34,761) 198,735 76,739 12,490 (10,867) 46,346 – 32,665 (165,130) Cash provided by operating activities 1,506,041 1,275,000 1,081,371 Investing Activities Capital expenditures Business acquisitions, net of cash acquired Proceeds from sale of businesses Trademarks acquisition Software purchases Other, net (271,153) (251,940) – – – (53,989) (25,131) (1,750) 72,519 – (30,890) (8,230) (170,894) (2,207,065) – (58,132) (20,102) (3,840) Cash used by investing activities (350,273) (220,291) (2,460,033) Financing Activities Net increase (decrease) in short-term borrowings Payments on long-term debt Proceeds from long-term debt Payments of debt issuance costs and hedging settlement costs Purchase of Common Stock Cash dividends paid Proceeds from issuance of Common Stock, net Tax benefits of stock option exercises Acquisitions of noncontrolling interests Other, net 9,032 (404,872) – – (282,024) (402,136) 48,029 48,140 – – (269,010) (2,776) – – (307,282) (333,229) 62,770 47,213 – (201) Cash provided (used) by financing activities (983,831) (802,515) Effect of Foreign Currency Rate Changes on Cash and Equivalents Net Change in Cash and Equivalents Cash and Equivalents — Beginning of Year 7,005 4,039 178,942 597,461 256,233 341,228 Cash and Equivalents — End of Period $ 776,403 $ 597,461 $ 250,824 (2,738) 898,450 (55,536) (7,420) (285,722) 134,012 33,153 (52,440) (338) 912,245 15,406 (451,011) 792,239 341,228 From left to right: Standing: George Fellows, W. Alan McCollough, Robert J. Hurst, Clarence Otis, Jr., Eric C. Wiseman, Juliana L. Chugg, Richard T. Carucci, Juan Ernesto de Bedout, Ursula O. Fairbairn Seated: Laura W. Lang, Matthew J. Shattock, Raymond G. Viault BOARD OF DIRECTORS Eric C. Wiseman 2,3* Chairman, President & Chief Executive Officer Director since 2006, Age 58 Richard T. Carucci 1,3 President Yum! Brands, Inc. Louisville, Kentucky Director since 2009, Age 56 Juliana L. Chugg 1,2,4 Senior Vice President & President, Meals Division General Mills, Inc. Minneapolis, Minnesota Director since 2009, Age 46 Juan Ernesto de Bedout 1,2,3 Former Group President Latin American Operations Kimberly-Clark Corporation Roswell, Georgia Director since 2000, Age 69 Ursula O. Fairbairn 4,5 President & Chief Executive Officer Fairbairn Group LLC Sarasota, Florida Director since 1994, Age 71 STOCK INFORMATION Common Stock Listed on the New York Stock Exchange — trading symbol VFC. Shareholders of Record As of Jan. 31, 2014, there were 3,748 shareholders of record. Dividend Policy Quarterly dividends of VF Corporation 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 computershare.com/investor. George Fellows 1,4 Chief Executive Officer G. F. Enterprise L.L.C. Jupiter, Florida Director since 1997, Age 71 Robert J. Hurst 2,3,4 Managing Director Crestview Partners LLC New York, New York Director since 1994, Age 68 Laura W. Lang 3,5 Managing Member Narragansett Ventures, LLC New York, New York Director since 2011, Age 58 W. Alan McCollough 4,5 Former Chairman of the Board Circuit City Stores Inc. Richmond, Virginia Director since 2000, Age 64 Clarence Otis, Jr. 1,2,4 Chairman & Chief Executive Officer Darden Restaurants, Inc. Orlando, Florida Director since 2004, Age 57 Matthew J. Shattock 3,5 President & Chief Executive Officer Beam Inc. Deerfield, Illinois Director since 2013, Age 51 Raymond G. Viault 2,3,5 Former Vice Chairman General Mills, Inc. Minneapolis, Minnesota Director Since 2002, Age 69 Committees of the Board: 1 Audit Committee 2 Executive Committee 3 Finance Committee 4 Nominating and Governance Committee 5 Compensation Committee * Ex officio member 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 VF Corporation Common Stock. Questions concerning general Plan information should be directed to the Office of the Vice President, General Counsel and Secretary of VF Corporation. Quarterly Common Stock Price Information The following table shows the high and low sales prices on a fiscal quarter basis for the years 2011-20131: Quarterly Common Stock Price 2013 2012 2011 High Low High Low High Low Q1 Q2 Q3 Q4 $ 42.21 $ 35.70 $ 38.13 $ 32.23 $ 25.06 $ 20.10 48.77 51.24 62.48 41.13 46.41 47.33 39.04 41.09 42.46 33.11 32.38 36.53 27.89 33.21 35.63 22.90 25.44 28.98 1 Adjusted for 4:1 split, which occurred Dec. 20, 2013. From left to right: Standing: Martin S. Schneider, Stephen F. Dull, Thomas A. Glaser, Anita Graham, Robert K. Shearer, Steven E. Rendle, Scott A. Roe, Laura C. Meagher, Michael T. Gannaway, Scott H. Baxter Seated: Karl Heinz Salzburger, Eric C. Wiseman, Susan L. McDonald, Franklin L. Terkelsen OPERATING COMMITTEE Eric C. Wiseman Chairman, President & Chief Executive Officer Robert K. Shearer Senior Vice President & Chief Financial Officer Scott H. Baxter Vice President & Group President — Jeanswear Americas, Imagewear & South America Steven E. Rendle Vice President & Group President — Outdoor & Action Sports Americas Karl Heinz Salzburger Vice President & Group President — International Stephen F. Dull Vice President Strategy & Innovation Michael T. Gannaway Vice President VF Direct/Customer Teams Susan L. McDonald Vice President Human Resources (retired) Martin S. Schneider Vice President & Chief Information Officer Thomas A. Glaser Vice President & President — Supply Chain Laura C. Meagher Vice President General Counsel & Secretary Franklin L. Terkelsen Vice President Business Development Anita Graham Vice President Human Resources Scott A. Roe Vice President Controller & Chief Accounting Officer CORPORATE INFORMATION Corporate Office VF Contacts Transfer Agent and Registrar VF World Headquarters 105 Corporate Center Blvd. Greensboro, NC 27408 Lance Allega Vice President Investor Relations 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: Telephone: 336.424.6000 Facsimile: 336.424.7696 Mailing Address: P.O. Box 21488 Greensboro, NC 27420 Carole Crosslin Director Corporate Communications Letitia Webster Senior Director Corporate Sustainability Forward Looking Statements The VF Corporation 2013 Annual Report 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 in VF Corporation’s 2013 Form 10-K. Mailing Addresses Shareholder correspondence should be mailed to: Computershare P.O. BOX 30170 College Station, TX 77842-3170 Overnight correspondence should be sent to: Computershare 211 Quality Circle, Suite 210 College Station, TX 77845 Shareholder Website www.computershare.com/investor Shareholder Online Inquiries https://www-us.computershare.com/investor/Contact VF CORPORATION 105 CORPORATE CENTER BLVD. GREENSBORO, NC 27408 336.424.6000 FOR ADDITIONAL INFORMATION VISIT: VFC.COM The paper used in this report contains 30% post-consumer fiber, and it was printed using solvent-free inks and emission-free coatings. The body sections were printed in an SGP-certified facility. And the electricity used has been offset 100% with Missouri wind energy credits. Sustainability matters – please recycle.