SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JULY 1, 2000 Commission file number: 1-5256 ---------------------------- V. F. CORPORATION (Exact name of registrant as specified in its charter) PENNSYLVANIA 23-1180120 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number)
628 GREEN VALLEY ROAD, SUITE 500 GREENSBORO, NORTH CAROLINA 27408 (Address of principal executive offices) (336) 547-6000 (Registrant's telephone number, including area code) 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 and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- On July 29, 2000, there were 114,539,575 shares of the registrant's Common Stock outstanding. VF CORPORATION INDEX
PAGE NO. PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Consolidated Statements of Income - Three months and six months ended July 1, 2000 and July 3, 1999 ............................................................ 3 Consolidated Balance Sheets - July 1, 2000, January 1, 2000 and July 3, 1999 ........................................ 4 Consolidated Statements of Cash Flows - Six months ended July 1, 2000 and July 3, 1999 ............................................................ 5 Notes to Consolidated Financial Statements .............................. 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations ..................................... 10 Item 3 - Quantitative and Qualitative Disclosures about Market Risk ............... 12 PART II - OTHER INFORMATION Item 1 - Legal Proceedings ........................................................ 12 Item 6 - Exhibits and Reports on Form 8-K ......................................... 12
2 VF CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED SIX MONTHS ENDED ------------------------------- ------------------------------- JULY 1 JULY 3 JULY 1 JULY 3 2000 1999 2000 1999 ----------- ----------- ----------- ----------- NET SALES $ 1,351,053 $ 1,364,830 $ 2,717,801 $ 2,723,074 COSTS AND OPERATING EXPENSES Cost of products sold 880,100 902,895 1,784,884 1,793,669 Marketing, administrative and general expenses 321,713 314,193 636,131 624,737 Other operating expense 3,745 3,032 7,307 6,006 ----------- ----------- ----------- ----------- 1,205,558 1,220,120 2,428,322 2,424,412 ----------- ----------- ----------- ----------- OPERATING INCOME 145,495 144,710 289,479 298,662 OTHER INCOME (EXPENSE) Interest income 1,210 1,214 2,512 3,227 Interest expense (20,485) (18,379) (38,011) (35,044) Miscellaneous, net 3,030 1,073 4,400 904 ----------- ----------- ----------- ----------- (16,245) (16,092) (31,099) (30,913) ----------- ----------- ----------- ----------- INCOME BEFORE INCOME TAXES 129,250 128,618 258,380 267,749 INCOME TAXES 48,446 49,036 96,999 102,601 ----------- ----------- ----------- ----------- NET INCOME $ 80,804 $ 79,582 $ 161,381 $ 165,148 =========== =========== =========== =========== EARNINGS PER COMMON SHARE Basic $ 0.70 $ 0.65 $ 1.39 $ 1.35 Diluted 0.69 0.64 1.37 1.33 CASH DIVIDENDS PER COMMON SHARE $ 0.22 $ 0.21 $ 0.44 $ 0.42
See notes to consolidated financial statements. 3 CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS)
JULY 1 JANUARY 1 JULY 3 2000 2000 1999 ----------- ----------- ----------- ASSETS CURRENT ASSETS Cash and equivalents $ 98,388 $ 79,861 $ 83,465 Accounts receivable, less allowances: July 1 - $58,789; Jan 1 - $54,477; July 3 - $52,721 879,232 732,502 835,939 Inventories Finished products 729,170 575,617 623,667 Work in process 220,277 171,275 220,682 Material and supplies 204,214 217,148 187,227 ----------- ----------- ----------- 1,153,661 964,040 1,031,576 Other current assets 120,328 101,013 149,409 ----------- ----------- ----------- Total current assets 2,251,609 1,877,416 2,100,389 PROPERTY, PLANT AND EQUIPMENT 1,832,643 1,814,062 1,773,145 Less accumulated depreciation 1,043,273 1,009,640 972,438 ----------- ----------- ----------- 789,370 804,422 800,707 INTANGIBLE ASSETS 1,125,307 992,463 967,182 OTHER ASSETS 360,977 352,213 318,686 ----------- ----------- ----------- $ 4,527,263 $ 4,026,514 $ 4,186,964 =========== =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short-term borrowings $ 745,691 $ 408,932 $ 562,040 Current portion of long-term debt 105,199 4,751 833 Accounts payable 365,335 332,666 314,597 Accrued liabilities 446,158 367,124 436,960 ----------- ----------- ----------- Total current liabilities 1,662,383 1,113,473 1,314,430 LONG-TERM DEBT 417,521 517,834 520,220 OTHER LIABILITIES 203,672 194,113 191,851 REDEEMABLE PREFERRED STOCK 49,783 51,544 52,886 DEFERRED CONTRIBUTIONS TO EMPLOYEE STOCK OWNERSHIP PLAN (11,039) (14,268) (17,283) ----------- ----------- ----------- 38,744 37,276 35,603 COMMON SHAREHOLDERS' EQUITY Common Stock, stated value $1; shares 114,195 116,205 119,196 authorized, 300,000,000; shares outstanding; July 1 - 114,194,967; Jan 1 - 116,204,655; July 3 - 119,195,507 Additional paid-in capital 832,248 831,054 829,256 Accumulated other comprehensive income (82,232) (64,756) (61,039) Retained earnings 1,340,732 1,281,315 1,237,447 ----------- ----------- ----------- Total common shareholders' equity 2,204,943 2,163,818 2,124,860 ----------- ----------- ----------- $ 4,527,263 $ 4,026,514 $ 4,186,964 =========== =========== ===========
See notes to consolidated financial statements. 4 VF CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
SIX MONTHS ENDED --------------------------- JULY 1 JULY 3 2000 1999 --------- --------- OPERATIONS Net income $ 161,381 $ 165,148 Adjustments to reconcile net income to cash provided by operations: Depreciation 67,281 65,931 Amortization of intangible assets 17,488 16,681 Other, net 6,711 (15,215) Changes in current assets and liabilities: Accounts receivable (112,407) (118,672) Inventories (108,114) (19,679) Accounts payable (12,913) (36,657) Other, net 54,830 (43,374) --------- --------- Cash provided by operations 74,257 14,163 INVESTMENTS Capital expenditures (55,353) (90,051) Business acquisitions (241,879) (117,133) Other, net 9,016 (11,826) --------- --------- Cash invested (288,216) (219,010) FINANCING Increase in short-term borrowings 336,829 303,885 Payment of long-term debt (843) (1,085) Purchase of Common Stock (50,285) (45,571) Cash dividends paid (52,123) (52,052) Proceeds from issuance of stock 593 23,479 Other, net 1,988 1,139 --------- --------- Cash provided by financing 236,159 229,795 EFFECT OF FOREIGN CURRENCY RATE CHANGES ON CASH (3,673) (4,691) --------- --------- NET CHANGE IN CASH AND EQUIVALENTS 18,527 20,257 CASH AND EQUIVALENTS - BEGINNING OF YEAR 79,861 63,208 --------- --------- CASH AND EQUIVALENTS - END OF PERIOD $ 98,388 $ 83,465 ========= =========
See notes to consolidated financial statements. 5 VF CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. Similarly, the 1999 year-end consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended July 1, 2000 are not necessarily indicative of results that may be expected for the year ending December 30, 2000. For further information, refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended January 1, 2000. NOTE B - ACQUISITIONS During the second quarter of 2000, the Company acquired the trademark rights to the CHIC(R) brand name, and the rights to the H.I.S(R) brand name outside of Europe, from Durango Apparel Inc. ("Durango"). The Company also acquired approximately 81% of the common stock of The North Face, Inc. ("The North Face") on May 24 and the Eastpak backpack and daypack business from Sunbeam Corporation on May 26. The purchase prices totaled $254.3 million, including the repayment of $107.7 million of indebtedness. These acquisitions have been accounted for as purchases, and accordingly, operating results have been included in the financial statements from the dates of acquisition. The net assets of these companies are included in the Company's financial presentation based on preliminary allocations of the purchase prices, with approximately $145 million representing intangible assets to be amortized over 40 years. Final asset and liability valuations are not expected to have a material effect on the financial statements. The following unaudited pro forma results of operations assume that acquisitions during the last two years had occurred at the beginning of 1999 (in thousands, except per share amounts):
Second Quarter Six Months ------------------------- -------------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ----------- Net sales $ 1,390,279 $ 1,451,307 $ 2,829,671 $ 2,925,183 Net income 64,650 73,354 130,529 149,157 Earnings per common share: Basic $0.56 $0.60 $1.12 $1.22 Diluted 0.55 0.59 1.10 1.20
The Company accrued various restructuring charges in connection with the acquired businesses. The charges relate to severance, closure of manufacturing and distribution facilities, and lease and contract termination costs. Cash payments related to these actions will be completed by early 2002. The charges are summarized as follows (in thousands): 6
Facilities Lease and Exit Contract Severance Costs Termination Total --------- ---------- ----------- ----- Accrual at beginning of 2000 $ 3,699 $ 1,414 $ 15,730 $ 20,843 Acquisitions 5,766 1,188 284 7,238 Cash payments (3,816) (546) (6,325) (10,687) -------- -------- -------- -------- Estimated remaining costs $ 5,649 $ 2,056 $ 9,689 $ 17,394 ======== ======== ======== ========
Subsequent to the end of the second quarter, the Company entered into a stock purchase agreement with Durango to acquire its majority interest in H.I.S. Sportswear AG (which markets H.I.S. products in Europe), subject to the successful completion of a tender offer that would result in the Company owning more than 75% of the shares of H.I.S. Sportswear AG. The acquisition is expected to be completed during the fourth quarter of 2000. In addition, after the end of the second quarter of 2000, the Company acquired the trademarks and inventory of the Gitano(R) brand and the remaining 19% of the common stock of The North Face. NOTE C - BUSINESS SEGMENT INFORMATION Financial information for the Company's reportable segments is as follows:
Second Quarter Six Months ------------------------------- ------------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- (In thousands) Net sales: Consumer Apparel $ 995,436 $ 1,033,043 $ 2,077,657 $ 2,144,884 Occupational Apparel 163,540 171,338 332,694 298,210 All Other 192,077 160,449 307,450 279,980 ----------- ----------- ----------- ----------- Consolidated net sales $ 1,351,053 $ 1,364,830 $ 2,717,801 $ 2,723,074 =========== =========== =========== =========== Segment profit: Consumer Apparel $ 157,281 $ 138,145 $ 326,269 $ 305,726 Occupational Apparel 9,236 21,490 24,857 40,605 All Other 16,035 21,414 16,653 24,302 ----------- ----------- ----------- ----------- Total segment profit 182,552 181,049 367,779 370,633 Interest, net (19,275) (17,165) (35,499) (31,817) Amortization of intangible assets (8,875) (8,429) (17,488) (16,681) Corporate and other expenses (25,152) (26,837) (56,412) (54,386) ----------- ----------- ----------- ----------- Consolidated income before income taxes $ 129,250 $ 128,618 $ 258,380 $ 267,749 =========== =========== =========== ===========
7 NOTE D - EARNINGS PER SHARE Earnings per share are computed as follows (in thousands, except per share amounts):
Second Quarter Six Months -------------------------- -------------------------- 2000 1999 2000 1999 --------- --------- --------- --------- Basic earnings per share: Net income $ 80,804 $ 79,582 $ 161,381 $ 165,148 Less Preferred Stock dividends and redemption premium 1,013 1,802 2,199 3,682 --------- --------- --------- --------- Net income available for Common Stock $ 79,791 $ 77,780 $ 159,182 $ 161,466 ========= ========= ========= ========= Weighted average Common Stock outstanding 114,125 119,447 114,743 119,418 ========= ========= ========= ========= Basic earnings per share $ 0.70 $ 0.65 $ 1.39 $ 1.35 ========= ========= ========= ========= Diluted earnings per share: Net income $ 80,804 $ 79,582 $ 161,381 $ 165,148 Increased ESOP expense if Preferred Stock were converted to Common Stock 238 264 475 530 --------- --------- --------- --------- Net income available for Common Stock and dilutive securities $ 80,566 $ 79,318 $ 160,906 $ 164,618 ========= ========= ========= ========= Weighted average Common Stock 114,125 119,447 114,743 119,418 outstanding Additional Common Stock resulting from dilutive securities: Preferred Stock 2,579 2,741 2,595 2,758 Stock options and other 579 1,294 527 1,267 --------- --------- --------- --------- Weighted average Common Stock and dilutive securities outstanding 117,283 123,482 117,865 123,443 ========= ========= ========= ========= Diluted earnings per share $ 0.69 $ 0.64 $ 1.37 $ 1.33 ========= ========= ========= =========
Outstanding options to purchase 5.1 million shares and 6.5 million shares of Common Stock have been excluded from the computation of diluted earnings per share for the second quarter and the six months of 2000, respectively, because the option exercise prices were greater than the average market price of the Common Stock. NOTE E - COMPREHENSIVE INCOME Comprehensive income consists of net income from operations, plus certain changes in assets and liabilities that are not included in net income but are instead reported within a separate component of shareholders' equity under generally accepted accounting principles. The Company's comprehensive income was as follows (in thousands): 8
Second Quarter Six Months --------------------------- --------------------------- 2000 1999 2000 1999 --------- --------- --------- --------- Net income as reported $ 80,804 $ 79,582 $ 161,381 $ 165,148 Other comprehensive income: Foreign currency translation adjustments, net of income taxes (15,524) (15,787) (17,476) (35,400) --------- --------- --------- --------- Comprehensive income $ 65,280 $ 63,795 $ 143,905 $ 129,748 ========= ========= ========= =========
The impact in foreign currency translation adjustments in both years was due to the strengthening of the U.S. dollar in relation to the currencies of most European countries where the Company has operations. NOTE F - SHORT-TERM BORROWINGS The Company maintains an unsecured revolving credit agreement with a group of banks for $750.0 million that supports commercial paper borrowings and is otherwise available for general corporate purposes. In addition, in June 2000, the Company entered into a $100.0 million unsecured revolving credit agreement that terminates in December 2000. Terms for this facility are similar to the terms of the $750.0 million credit agreement. There are no borrowings outstanding under the $100.0 million credit agreement. NOTE G - CAPITAL Common shares outstanding are net of shares held in treasury, and in substance retired, of 23,139,897 at July 1, 2000, 21,136,952 at January 1, 2000 and 18,385,851 at July 3, 1999. In addition, 344,608, 306,698 and 248,899 shares of VF Common Stock held in trust for deferred compensation plans are treated for financial accounting purposes as treasury stock at each of the respective dates. There are 25,000,000 authorized shares of Preferred Stock, $1 par value. Of these shares, 2,000,000 were designated as Series A, of which none have been issued, and 2,105,263 shares were designated and issued as 6.75% Series B Preferred Stock, of which 1,612,398 shares were outstanding at July 1, 2000, 1,669,444 at January 1, 2000 and 1,712,895 at July 3, 1999. NOTE H - RECENT ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board has issued FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, which will be effective for the Company in 2001. Management anticipates that, due to its limited use of derivative instruments, the adoption of the Statement will not have a significant effect on the Company. 9 VF CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Consolidated sales decreased 1% for the second quarter and decreased less than 1% for the six months ended July 1, 2000, compared with 1999. In translating foreign currencies to the U.S. dollar, a stronger U.S. dollar reduced sales comparisons by $12 million in the second quarter of 2000 and by $31 million in the first half. Gross margins were 34.9% of sales in the quarter and 34.3% in the six months, compared with 33.8% and 34.1% in the same 1999 periods. Gross margins improved in most businesses due to the continuing shift to lower cost sourcing, lower raw material costs and improved operating efficiencies. These improvements were partially offset by declines in workwear principally due to costs related to the integration of recent acquisitions. In addition, the second quarter of 1999 included costs related to closing the Jantzen women's sportswear business. Marketing, administrative and general expenses were 23.8% of sales during the quarter and 23.4% in the six months of 2000, compared with 23.0% and 22.9% in the 1999 periods. Expenses were higher in 2000 due primarily to higher expense ratios in the recently acquired companies. Other operating expense, which includes amortization of intangible assets and net royalty income, increased in 2000 due to amortization of intangible assets related to the businesses acquired in the second quarter. Net interest expense increased 12% in both the second quarter and first half of 2000, compared with the same periods in 1999. The increase is due to higher short-term borrowing rates in 2000 as well as higher average short-term borrowings to support acquisitions. The effective income tax rate for the six months of 2000 was 37.5%, based on the expected rate for the year, compared with 38.3% in the prior year. The lower tax rate for 2000 is due to an expected reduction in foreign operating losses with no benefit, reduction in state income taxes and an increase in employment-related tax credits. Net income increased 2% during the second quarter and declined 2% in the six months of 2000. Earnings per share increased 8% during the quarter and 3% in the six months, including the benefit of the Company's share repurchase program. The recent acquisitions had a $.02 dilutive effect on earnings per share in the second quarter. The dilutive impact of acquisitions on an annual basis is expected to be $.10 to $.15 per share. INFORMATION BY BUSINESS SEGMENT The Consumer Apparel segment consists of jeanswear, women's intimate apparel, swimwear and the children's apparel businesses. Overall, this segment's sales decreased 4% for the second quarter of 2000 and 3% for the six months, compared with the same periods of 1999. Domestic jeans sales declined slightly in the second quarter of 2000 and increased 1% for the six months. Sales increased in the Company's Western business in both periods and in the Mass Market business in the six months. Although sales declined at Lee in both periods, first quality sales increased in the second quarter over prior year, improving profitability. International jeans sales were lower by 7% in the second quarter and 8% in the six months due to jeanswearmarket declines in our primary markets of the United Kingdom, Italy, Germany and Japan, as well as foreign currency translation effects. Domestic intimate apparel sales declined 9% in the quarter and 10% in the six months, with increases in the Vanity Fair, Lily of France and Bestform branded business offset primarily by lower Private Label sales. Playwear achieved record results with sales up significantly in the quarter and six months, due primarily to increases in the NIKE brand. Segment profit increased 14% for the quarter and 7% for the six months of 2000, due in part to increases in domestic jeanswear profitability in both periods. While European 10 jeanswear profit increased in the second quarter, total international jeanswear profit declined in the quarter and six months of 2000 primarily due to operating losses in Asia. Additionally, last year's second quarter results included provisions for inventory losses and other costs of approximately $12 million related to exiting the Jantzen women's sportswear business. The Occupational Apparel segment includes the Company's industrial, career and safety apparel businesses. Sales increased during the six months of 2000 due to acquisitions made during 1999. Segment profit decreased in the second quarter and six months due to manufacturing and distribution inefficiencies related to integration of the four businesses acquired in late 1998 and early 1999. The All Other segment includes the Company's knitwear, daypack and outdoor businesses. Sales increased in the second quarter and six months due to the acquisitions of Eastpak and The North Face. The decline in this segment's profit during the quarter and six months resulted from a loss at The North Face from the acquisition date to the end of the quarter and lower profits at knitwear due to changes in their business cycle. FINANCIAL CONDITION AND LIQUIDITY The financial condition of the Company is reflected in the following:
July 1 January 1 July 3 2000 2000 1999 ---- ---- -------- (Dollars in millions) Working capital $589.2 $763.9 $786.0 Current ratio 1.4 to 1 1.7 to 1 1.6 to 1 Debt to total capital 36.5% 30.1% 33.7%
Accounts receivable at the end of the second quarter of 2000 are higher than in 1999 due to businesses acquired during the second quarter of 2000 without their related sales. Receivables are higher than at the end of 1999 due to seasonal sales patterns and the impact of acquisitions completed during 2000. Inventories at the end of the second quarter of 2000 are 12% higher than at the comparable date in 1999 due to higher levels of inventory existing in the recently acquired companies. Excluding these acquisitions, inventory balances would have been 3% higher. Inventories are higher than at the end of 1999 due to seasonal sales patterns and the impact of acquisitions completed during 2000. Accounts payable balances at the end of the second quarter increased over year-end levels due to the recently acquired companies and higher inventory levels. Accrued liabilities at the end of the quarter are higher than year-end due to seasonal sales patterns. The increase in short-term borrowings since the end of 1999 relates to business acquisitions completed during 2000 and to higher seasonal working capital requirements. During the first six months of 2000, the Company repurchased 2.0 million shares of its Common Stock in open market transactions for a total cost of $50.3 million. Under its current authorization from the Board of Directors, the Company may repurchase up to an additional 6.0 million common shares. 11 For information regarding the Company's exposure to certain market risks, see Item 7A, Quantitative and Qualitative Disclosures about Market Risk, in the annual report on Form 10-K for fiscal 1999. There have been no significant changes in the Company's market risk exposures since year-end. CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS From time to time, the Company and its representatives may make oral or written statements, including statements in this quarterly report, that constitute "forward-looking statements" within the meaning of the federal securities laws. This includes statements concerning plans and objectives of management relating to the Company's operations or economic performance, and assumptions related thereto. Forward-looking statements are made based on management's expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. Management cautions that forward-looking statements are not guarantees and actual results could differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause the actual results of operations or financial condition of the Company to differ include, but are not necessarily 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 of the retail industry; actions of competitors that may impact the Company's business; and the impact of unforeseen economic changes in the markets where the Company competes, such as changes in interest rates, currency exchange rates, inflation rates, recession, and other external economic and political factors over which the Company has no control. PART II - OTHER INFORMATION Item 1 - Legal Proceedings The Company is a party to litigation arising in the ordinary course of its business. The Company, its subsidiary, The North Face, Inc., and certain of The North Face's former and current officers and directors have been named parties in various purported shareholder actions in California, Colorado and Delaware, including ENG v. Cason, et al., Civil Action No. 810726-0 (California Superior Court, Alameda County) and Polacheck v. VF Corporation, et al. (Court of Chancery, Delaware). The actions allege, among other things, self-dealing, breach of fiduciary duties and violations of federal and state laws. The North Face has filed motions to dismiss in each of the cases, except for Polacheck with respect to which the parties on July 26, 2000 entered into a memorandum of understanding to settle. In management's opinion, there are no pending claims or litigation, the outcome of which would have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. Item 6 - Exhibits and Reports on Form 8-K (a) Exhibit 27 - Financial data schedule as of July 1, 2000 (b) Reports on Form 8-K - There were no reports on Form 8-K filed for the three months ended July 1, 2000. 12 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 thereunto duly authorized. V.F. CORPORATION ---------------- (Registrant) By: /s/ Robert K. Shearer ------------------------ Robert K. Shearer Vice President - Finance (Chief Financial Officer) Date: August 14, 2000 By: /s/ Peter E. Keene -------------------- Peter E. Keene Vice President - Controller (Chief Accounting Officer) 13