Quarterly report pursuant to Section 13 or 15(d)

Acquisitions and Dispositions

Acquisitions and Dispositions
6 Months Ended
Jun. 30, 2012
Acquisitions and Dispositions

Note B — Acquisitions and Dispositions

On September 13, 2011, VF acquired 100% of the outstanding shares of The Timberland Company (“Timberland”) for $2.3 billion in cash. The purchase price was funded by the issuance of $900.0 million of term debt, together with available cash on hand and short-term borrowings.

Timberland is a global footwear and apparel company based in New Hampshire whose primary brands are Timberland® and SmartWool®. The results of Timberland have been included in VF’s consolidated financial statements since the date of acquisition and are reported as part of the Outdoor & Action Sports Coalition. Timberland contributed $239.4 million and $595.4 million of revenues and $(37.2) million and $(26.3) million of pretax losses in the second quarter and first six months of 2012, respectively.

This acquisition strengthens VF’s position within the outdoor apparel and footwear industry by adding two strong, global and authentic brands with significant growth opportunities. Factors that contributed to recognition of goodwill for the acquisition included (1) expected growth rates and profitability of Timberland, (2) the opportunity to leverage VF’s skills to achieve higher growth in sales, income and cash flows of the business and (3) expected synergies with existing VF business units. Goodwill resulting from this transaction is not tax deductible and has been assigned to the Outdoor & Action Sports Coalition.

The Timberland® and SmartWool® trademarks and trade names, which management believes have indefinite lives, have been valued at $1,274.1 million. Amortizable intangible assets have been assigned values of $174.4 million for customer relationships, $5.8 million for distributor agreements and $4.5 million for license agreements. Customer relationships are being amortized using an accelerated method over 20 years. Distributor agreements and license agreements are being amortized on a straight-line basis over ten and five years, respectively.

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


In thousands       

Cash and equivalents

   $ 92,442   



Other current assets


Property, plant and equipment


Intangible assets


Other assets





Total assets acquired


Current liabilities


Other liabilities, primarily deferred income taxes





Total liabilities assumed


Net assets acquired







Purchase price

   $ 2,299,507   




Since December 2011, goodwill decreased by $20.0 million as a result of adjustments to the acquired income tax balances. The purchase price allocation related to income tax balances was finalized in the second quarter of 2012.

Unaudited pro forma results of operations for VF are presented below assuming that the 2011 acquisition of Timberland had occurred at the beginning of 2010.


     Three Months      Six Months  

In thousands, except per share amounts

   Ended June 2011      Ended June 2011  

Total Revenues

   $ 2,080,250       $ 4,388,053   

Net Income attributable to VF Corporation

     101,105         311,254   

Earnings per common share



   $ 0.93       $ 2.86   


     0.91         2.82   

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.

Information on Timberland’s historical filings with the Securities and Exchange Commission can be located at www.sec.gov.

On April 30, 2012, VF sold its ownership in John Varvatos Enterprises, Inc. (John Varvatos). VF recorded a $41.7 million gain on the sale which is included in Miscellaneous Income (Expense).