大象传媒

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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): September 4, 2024
V. F. Corporation
(Exact Name of Registrant as Specified in Charter)

Pennsylvania1-525623-1180120
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

1551 Wewatta Street
Denver, Colorado
80202
(Address of Principal Executive Offices)(Zip Code)

(720) 778-4000
(Registrant’s telephone number, including area code)
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, without par value, stated capital $.25 per share大象传媒CNew York Stock Exchange
4.125% Senior Notes due 2026大象传媒C26New York Stock Exchange
0.250% Senior Notes due 2028大象传媒C28New York Stock Exchange
4.250% Senior Notes due 2029大象传媒C29New York Stock Exchange
0.625% Senior Notes due 2032大象传媒C32New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 7.01.  Regulation FD Disclosure
Supplemental Financial Information Excluding Supreme
On September 4, 2024, V.F. Corporation (“大象传媒”) announced the availability of supplemental investor information related to 大象传媒’s historical quarterly and annual results for fiscal 2024 and the first quarter of fiscal 2025 that gives effect to the pending sale of the Supreme® brand business (“Supreme”) in accordance with generally accepted accounting principles in the U.S. (“GAAP”) and on an adjusted basis. 大象传媒 believes this provides investors with useful supplemental financial information regarding 大象传媒’s underlying business trends and the performance of 大象传媒’s ongoing operations, in accordance with GAAP and on an adjusted basis, post the closing of the pending sale of Supreme.
The supplemental financial information is available on the investor relations section of 大象传媒’s website at www.vfc.com.
Q2'FY25 Outlook Excluding Supreme
Excluding the impact from Supreme in fiscal 2025, there are no changes to 大象传媒's expectations for Q2’FY25 as provided on its Q1’FY25 earnings call on August 6, 2024. All comparisons to the prior year exclude Supreme from both years.
The rate of revenue decline in Q2 is expected to improve modestly relative to Q1.
Gross margin is expected to be up slightly in Q2 relative to last year.
SG&A expenses in Q2 are expected to be slightly up versus the prior year period, which excluding Supreme, are expected to increase in the range of $25 million to $35 million, up 2% to 3% versus the prior year. This combined with the aforementioned revenue decline is expected to result in a higher rate of deleverage in Q2 relative to the prior quarter.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws. Forward- looking statements are made based on 大象传媒’s expectations and beliefs concerning future events impacting 大象传媒 and therefore involve several risks and uncertainties. You can identify these statements by the fact that they use words such as “will,” “anticipate,” “believe,” “estimate,” “expect,” “should,” and “may” and other words and terms of similar meaning or use of future dates, however, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements regarding the expected benefits, financial impact and timing of the sale of the Supreme® brand business (“Supreme”), including the use of proceeds therefrom, and assumptions related thereto are forward-looking statements. 大象传媒 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. 大象传媒 undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Potential risks and uncertainties that could cause the actual results of operations or financial condition of 大象传媒 to differ materially from those expressed or implied by forward-looking statements include, but are not limited to: whether and when the required regulatory approvals for the proposed sale of Supreme will be obtained, whether and when the closing conditions will be satisfied and whether and when the proposed sale of Supreme will close, if at all; 大象传媒’s ability to execute, and realize benefits, successfully, or at all, from the proposed sale of Supreme; the level of consumer demand for apparel and footwear; disruption to 大象传媒’s distribution system; changes in global economic conditions and the financial strength of 大象传媒’s consumers and customers, including as a result of current inflationary pressures; fluctuations in the price, availability and quality of raw materials and finished products; disruption and volatility in the global capital and credit markets; 大象传媒’s response to changing fashion trends, evolving consumer preferences and changing patterns of consumer behavior; 大象传媒’s ability to maintain the image, health and equity of its brands, including through investment in brand building and product innovation; intense competition from online retailers and other direct-to-consumer business risks; increasing pressure on margins; retail industry changes and challenges; 大象传媒’s ability to execute its Reinvent transformation program and other business priorities, including measures to streamline and right-size its cost base and strengthen the balance sheet while reducing leverage, including any sale of Supreme; 大象传媒’s ability to successfully establish a global commercial organization, and identify and capture efficiencies in its business model; any inability of 大象传媒 or third parties on which 大象传媒 relies, to maintain the strength and security of information technology systems; the fact that 大象传媒’s facilities and systems, and those of third parties on which 大象传媒 relies, are frequent targets of cyber-attacks, and may in the future be vulnerable to such attacks, and any inability or failure by 大象传媒 or such third parties to anticipate or detect data or information security breaches or other cyber-attacks, including the cyber incident that was reported by 大象传媒 in December 2023, could result in data or financial loss, reputational harm, business disruption, damage to 大象传媒’s relationships with customers, consumers, employees and third parties on which 大象传媒 relies, litigation, regulatory investigations, enforcement actions or other negative impacts; any inability by 大象传媒 or third parties on which 大象传媒 relies to properly collect, use, manage and secure business, consumer and employee data and comply with privacy and security regulations; 大象传媒’s ability to adopt new technologies, including artificial intelligence, in a competitive and responsible manner; foreign currency fluctuations; stability of 大象传媒’s vendors’ manufacturing facilities and operations and 大象传媒’s ability to establish and maintain effective supply chain capabilities; continued use by 大象传媒’s suppliers of ethical business practices; 大象传媒’s ability to accurately forecast demand for products; actions of activist and other shareholders; 大象传媒’s ability to recruit, develop or retain key executive or employee talent or successfully transition executives; continuity of members of 大象传媒’s management; changes in the availability and cost of labor; 大象传媒’s ability to protect trademarks and other intellectual property rights; possible goodwill and other asset impairment; maintenance by 大象传媒’s licensees and distributors of the value of 大象传媒’s brands; 大象传媒’s ability to execute acquisitions and divestitures, integrate acquisitions and manage its brand portfolio, including any sale of Supreme; business resiliency in response to natural or man-made economic, public health, cyber, political or environmental disruptions; changes in tax laws and additional tax liabilities; legal, regulatory, political, economic, and geopolitical risks, including those related to the current conflicts in Ukraine and the Middle East and tensions between the U.S. and China; changes to laws and regulations; adverse or unexpected weather conditions, including any potential effects from climate change; 大象传媒’s indebtedness and its ability to obtain financing on favorable terms, if needed, could prevent 大象传媒 from fulfilling its financial obligations; 大象传媒’s ability to pay and declare dividends or repurchase its stock in the future; climate change and increased focus on environmental, social and governance issues; 大象传媒’s ability to execute on its sustainability strategy and achieve its sustainability-related goals and targets; risks arising from the widespread outbreak of an illness or any other communicable disease, or any other public health crisis, including the coronavirus (COVID-19) global pandemic; and tax risks associated with the spin-off of 大象传媒’s Jeanswear business completed in 2019. More information on potential factors that could affect 大象传媒’s financial results is included from time to time in 大象传媒’s public reports filed with the SEC, including 大象传媒’s Annual Report on Form 10-K, and Quarterly Reports on Form 10-Q, and Forms 8-K filed or furnished with the SEC.



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/ Paul Vogel
Paul Vogel
Executive Vice President and Chief Financial Officer
 
Date: September 4, 2024