VF Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

ACQUISITIONS

ACQUISITIONS

12 Months Ended

Dec. 30, 2017

Williamson-Dickie

On August 11, 2017, VF entered into a definitive merger agreement to acquire 100% of the outstanding shares of Williamson-Dickie Mfg. Co. (“Williamson-Dickie”). The acquisition was completed on October 2, 2017 for $800.7 million in cash, which is subject to working capital and other adjustments. The purchase price was primarily funded with short-term borrowings.

Williamson-Dickie was a privately held company based in Ft. Worth, Texas, and is one of the largest companies in the workwear sector with a portfolio of brands including Dickies^®, Workrite^®, Kodiak^®, Terra^® and Walls^®. The acquisition of Williamson-Dickie brings together complementary assets and capabilities, and creates a workwear business that will now serve an even broader set of consumers and industries around the world.

Williamson-Dickie contributed revenues of $247.2 million and net income of $11.4 million to VF for the period from October 2, 2017 through December 30, 2017.

The allocation of the purchase price is preliminary and subject to change, primarily for certain income tax matters and final adjustments for net working capital. Accordingly, adjustments may be made to the values of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the valuation date.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:



(In thousands)	October 2, 2017
Cash and equivalents	$	60,172
Accounts receivable	146,403
Inventories	251,778
Other current assets	8,447
Property, plant and equipment	105,119
Intangible assets	397,755
Other assets	9,665
Total assets acquired	979,339

Short-term borrowings	17,565
Accounts payable	88,052
Other current liabilities	117,621
Deferred income tax liabilities	15,160
Other non-current liabilities	33,066
Total liabilities assumed	271,464

Net assets acquired	707,875
Goodwill	92,837
Purchase Price	$	800,712

The goodwill is attributable to the acquired workforce of Williamson-Dickie and the significant synergies expected to arise as a result of the acquisition. All of the goodwill was assigned to the Imagewear coalition and $53.6 million is expected to be deductible for tax purposes.

The Dickies^®, Kodiak^®, Terra^® and Walls^® trademarks, which management believes to have indefinite lives, have been valued at $316.1 million. The Workrite^® trademark, valued at $0.8 million, will be amortized over three years.

Amortizable intangible assets have been assigned values of $78.6 million for customer relationships and $2.3 million for distribution agreements. Customer relationships are being amortized using an accelerated method over periods ranging from 10 to 13 years. Distribution agreements are being amortized on a straight-line basis over four years.

The following unaudited pro forma summary presents consolidated information of VF as if the acquisition of Williamson-Dickie had occurred on January 3, 2016:



(In thousands)	Pro forma year ended December 2017 (unaudited)		Pro forma year ended December 2016 (unaudited)
Total revenues	$	12,475,116	$	11,888,704
Income from continuing operations	763,563		1,097,572
Earnings per common share from continuing operations
Basic	$	1.91	$	2.64
Diluted	1.89		2.60

These pro forma amounts have been calculated after applying VF’s accounting policies and adjusting the results of Williamson-Dickie to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment, and intangible assets had been applied from January 3, 2016, with consequential tax effects.

The pro forma financial information in 2017 and 2016 excludes $41.6 million and $4.1 million, respectively, of expense related to Williamson-Dickie’s executive compensation plans, which were terminated concurrent with the merger. The pro forma financial information in 2016 includes $12.2 million of VF’s transaction expenses related to the acquisition.

Pro forma financial information is not necessarily indicative of VF’s operating results if the acquisition had been effected at the date indicated, nor is it necessarily indicative of future operating results. Amounts do not include any marketing leverage, operating efficiencies or cost savings that VF believes are achievable.

Icebreaker Holdings, Ltd.

On November 1, 2017, VF entered into a definitive merger agreement to acquire 100% of the stock of Icebreaker Holdings, Ltd., a privately held company based in Auckland, New Zealand. The purchase price is NZ$288 million ($204.3 million at December 30, 2017), subject to working capital adjustments. VF has entered into foreign exchange forward contracts to hedge the purchase price. The acquisition is expected to close in the first quarter of Fiscal 2019, subject to satisfaction of customary closing conditions.