-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NTknVWPeKrYU5zl3zIVD4wrYR1lZ/QLqhmkUj1uMn06pLCcotGxIyA+jq8l1T7ek ybLgSbCwcyhHLgHKivaaBQ== 0001157523-06-000962.txt : 20060202 0001157523-06-000962.hdr.sgml : 20060202 20060201182409 ACCESSION NUMBER: 0001157523-06-000962 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060201 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060202 DATE AS OF CHANGE: 20060201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: V F CORP CENTRAL INDEX KEY: 0000103379 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 231180120 STATE OF INCORPORATION: PA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05256 FILM NUMBER: 06571057 BUSINESS ADDRESS: STREET 1: 628 GREEN VALLEY RD., STE. 500 CITY: GREENSBORO STATE: NC ZIP: 27408 BUSINESS PHONE: (336)547-6000 MAIL ADDRESS: STREET 2: PO BOX 21488 CITY: GREENSBORO STATE: NC ZIP: 27420 FORMER COMPANY: FORMER CONFORMED NAME: VF CORPORATION DATE OF NAME CHANGE: 19900621 FORMER COMPANY: FORMER CONFORMED NAME: VANITY FAIR MILLS INC DATE OF NAME CHANGE: 19690520 8-K 1 a5070431.txt VF CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2006 V. F. Corporation (Exact Name of Registrant as Specified in Charter) Pennsylvania 1-5256 23-1180120 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 105 Corporate Center Boulevard Greensboro, North Carolina 27408 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code 336-424-6000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- Item 7.01. Regulation FD Disclosure. The following information is furnished pursuant to Item 7.01, "Regulation FD Disclosure." On February 1, 2006, VF Corporation issued a press release setting forth its plan to begin expensing stock options in the fourth quarter of 2005. A copy of VF's press release is attached hereto as Exhibit 99 and hereby incorporated by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. The following is furnished as an exhibit to this report: 99 VF Corporation press release dated February 1, 2006. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. V.F. CORPORATION ---------------- (Registrant) By: /s/ Robert K. Shearer ------------------------------ Robert K. Shearer Senior Vice President and Chief Financial Officer (Chief Financial Officer) Date: February 1, 2006 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99 VF Corporate press release dated February 1, 2006 4 EX-99 2 a5070431ex99.txt EXHIBIT 99 Exhibit 99 VF to Begin Expensing Stock Options in the Fourth Quarter of 2005 GREENSBORO, N.C.--(BUSINESS WIRE)--Feb. 1, 2006--VF Corporation (NYSE:VFC) announced today that it will early adopt the provisions of Financial Accounting Standards Board Statement No. 123 (Revised 2004), Share-Based Payment ("Statement 123(R)"), during the fourth quarter of 2005. This Statement requires the expensing of stock options and also modifies the accounting for certain other share-based compensation. Under the method of adoption chosen by VF, full year 2005 operating results will be reported as though stock options had been expensed beginning in January 2005. Accordingly, the Company will be restating its operating results for the first three quarters of 2005. Prior years' financial statements will not be restated. The Company estimates that the impact of adopting Statement 123(R) on 2005 after-tax earnings (before a cumulative effect adjustment) will be $17 million or $0.15 per diluted share. In addition, a one-time after-tax cumulative effect adjustment of $12 million or $0.10 per diluted share related to the adoption of this new Statement will be recognized as of the beginning of 2005. For 2006, the Company estimates that the new rules will impact net income by $19 million or $0.17 per diluted share. The attached table summarizes the estimated additional expense under Statement No. 123(R) for each of the 2005 quarters. The higher impact in the first quarter reflects the requirement under Statement 123(R) of expensing stock options granted to retirement-eligible employees at the date of the stock option grant. Restated 2005 quarterly financial statements and other data will be included in the Company's fourth quarter earnings release on February 8, 2006. The Company will hold a conference call the same morning at 8:30 a.m. EST. The call will be broadcast live over the Internet via www.vfc.com. For those who are unavailable to listen to the live broadcast, a replay will be available shortly after the call on the above website for two weeks. Cautionary Statement on Forward-looking Statements Certain statements included in this release are "forward-looking statements" within the meaning of the federal securities laws. Management cautions that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Important risk factors that could cause the actual results of operations or financial condition of the Company to differ include, but are not limited to, the overall level of consumer spending for apparel; changes in trends in the segments of the market in which the Company competes; the financial strength and competitive conditions, including consolidation, of our customers and of our suppliers; actions of competitors, customers, suppliers and service providers that may impact the Company's business; the Company's ability to make and integrate acquisitions successfully; the Company's ability to achieve expected sales and earnings growth from ongoing businesses and acquisitions; the Company's ability to achieve its planned cost savings; natural disasters; terrorist actions; and the impact of economic and political factors in the markets where the Company competes, such as recession or changes in interest rates, currency exchange rates, price levels, capital market valuations and other factors over which the Company has no control. Investors are also directed to consider the risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission. About the Company VF Corporation is a leader in branded apparel including jeanswear, outdoor products, intimate apparel, image apparel and sportswear. Its principal brands include Lee(R), Wrangler(R), Riders(R), Rustler(R), Vanity Fair(R), Vassarette(R), Bestform(R), Lily of France(R), Nautica(R), John Varvatos(R), JanSport(R), Eastpak(R), The North Face(R), Vans(R), Reef(R), Napapijri(R), Kipling(R), Lee Sport(R) and Red Kap(R). VF Corporation's press releases, annual reports and other information can be accessed through the Company's home page, www.vfc.com VF CORPORATION Summary of Impact of Adoption of FASB Statement No. 123(R), Share-Based Payment 2005 Income Statements (In thousands, except per share amounts) First Second Third Fourth Full Quarter Quarter Quarter Quarter Year Stock-based ------- ------- ------- ------- ------- compensation expense included in ongoing operations: Cost of goods sold $ 1,140 $ 591 $ 549 $ 644 $ 2,924 Marketing, administrative and general expenses 11,250 4,295 3,914 4,312 23,771 ------------------------------------------- Effect before income tax benefit 12,390 4,886 4,463 4,956 26,695 Income tax benefit (4,208) (1,648) (2,228) (1,742) (9,826) ------------------------------------------- Effect before cumulative adjustment 8,182 3,238 2,235 3,214 16,869 Cumulative effect of change in accounting policy 11,833 - - - 11,833 ------------------------------------------- Effect on net income $20,015 $ 3,238 $ 2,235 $ 3,214 $28,702 =========================================== Impact on diluted earnings per share: Ongoing operations $ 0.07 $ 0.03 $ 0.02 $ 0.03 $ 0.15 Cumulative effect of change in accounting policy 0.10 - - - 0.10 ------------------------------------------- Total $ 0.17 $ 0.03 $ 0.02 $ 0.03 $ 0.25 =========================================== CONTACT: VF Services, Inc. Cindy Knoebel, 336-424-6189 or 212-841-7141 VP, Financial & Corporate Communications -----END PRIVACY-ENHANCED MESSAGE-----