VF Corporation Approves Separation of Kontoor Brands, Inc.

GREENSBORO, N.C.–(BUSINESS WIRE)–VF Corporation (NYSE: VFC), a global leader in branded lifestyle
apparel, footwear and accessories, today announced that its Board of
Directors has approved the previously announced separation of VF’s
Jeanswear organization into an independent, publicly traded company. The
new company, named Kontoor Brands, Inc., will include the Wrangler®Lee® and Rock
& Republic
® brands, and the VF OutletTM

The separation will be achieved through the distribution of 100 percent
of the shares of Kontoor Brands to holders of VF common stock. VF
shareholders entitled to receive the distribution will receive a
book-entry account statement or a credit to their brokerage account
reflecting their ownership of Kontoor Brands common stock.

The distribution of Kontoor Brands’ shares is expected to be completed
after the market close on May 22, 2019, with VF shareholders receiving
one share of Kontoor Brands common stock for every seven shares of VF
common stock held at the close of business on the record date of May 10,
2019. Fractional shares of Kontoor Brands common stock will not be
distributed. Any fractional share of Kontoor Brands common stock
otherwise issuable to a VF shareholder will be sold in the open market
on such shareholder’s behalf, and such shareholder will receive a cash
payment for the fractional share based on its pro rata portion of the
net cash proceeds from all sales of fractional shares.

Following the distribution of Kontoor Brands’ common stock on May 22,
2019, Kontoor Brands will be an independent, publicly traded company.
Kontoor Brands has received approval for the listing of its common stock
on the New York Stock Exchange under the symbol “KTB.”

Prior to the distribution, VF expects to mail an information statement
to all shareholders entitled to receive the distribution of shares of
Kontoor Brands’ common stock. The information statement will describe
Kontoor Brands, including the risks of owning Kontoor Brands’ common
stock and other details regarding the spin-off.

The completion of the distribution is subject to a number of customary
conditions, including the Securities and Exchange Commission (SEC)
having declared effective Kontoor Brands’ Registration Statement on Form
10, as amended, which Kontoor Brands has filed with the SEC and is
available at the SEC’s website at http://www.sec.gov.

VF expects to receive an opinion from its tax advisors confirming the
tax-free status of the spin-off to VF and its stockholders (except to
the extent of cash received in lieu of fractional shares).

VF expects that a “when-issued” public trading market for Kontoor
Brands’ common stock will commence on or about May 9, 2019 under the
symbol “KTB WI,” and will continue through the distribution date. VF
also anticipates that “regular-way” trading of Kontoor Brands’ common
stock will begin on May 23, 2019, the first trading day following the
distribution date.

Beginning on or about May 9, 2019, and through the distribution date, it
is expected that there will be two ways to trade VF common stock –
either with or without the distribution of Kontoor Brands’ common stock.
VF shareholders who sell their shares of VF common stock in the
“regular-way” market (that is, the normal trading market on the NYSE
under the symbol “VFC”) after the record date and on or prior to the
distribution date will be selling their right to receive shares of
Kontoor common stock in connection with the spin-off. It is anticipated
that shares of VF common stock will also trade ex-distribution (that is,
without the right to receive the Kontoor Brands distribution) during
that period under the symbol “VFC WI.” Investors are encouraged to
consult with their financial advisors regarding the specific
implications of buying or selling shares of VF common stock on or before
the distribution date.

Barclays acted as financial advisor to VF regarding the spin-off.

About VF

VF Corporation (NYSE: VFC) outfits consumers around the world with its
diverse portfolio of iconic lifestyle brands, including Vans®,
The North Face
® and Lee®.
Founded in 1899, VF is one of the world’s largest apparel, footwear and
accessories companies with socially and environmentally responsible
operations spanning numerous geographies, product categories and
distribution channels. VF is committed to delivering innovative products
to consumers and creating long-term value for its customers and
shareholders. For more information, visit www.vfc.com.

About Kontoor Brands

Kontoor Brands, Inc. (NYSE: KTB) will be a global lifestyle apparel
company, with a portfolio led by some of the world’s most iconic denim
brands: Wrangler®Lee® and Rock
& Republic
®. Kontoor Brands designs,
manufactures and distributes superior high-quality products that look
good and fit right, giving people around the world the freedom and
confidence to express themselves. Kontoor Brands is focused on
leveraging its global platform, strategic sourcing model and
best-in-class supply chain to drive brand growth and deliver long-term
value for its stakeholders.

Forward-looking Statements

Certain statements included in this release and attachments are
“forward-looking statements” within the meaning of the federal
securities laws. Forward-looking statements are made based on our
expectations and beliefs concerning future events impacting VF and
Kontoor and therefore involve several risks and uncertainties. You can
identify these statements by the fact that they use words such as
“will,” “anticipate,” “estimate,” “expect,” “should,” and “may” and
other words and terms of similar meaning or use of future dates. We
caution that forward-looking statements are not guarantees and that
actual results could differ materially from those expressed or implied
in the forward-looking statements. Potential risks and uncertainties
that could cause the actual results of operations or financial condition
of VF or Kontoor to differ materially from those expressed or implied by
forward-looking statements in this release include, but are not limited
to: risks associated with the proposed spin-off of VF’s Jeanswear
business, including the risk that the spin-off
will not be
consummated within the anticipated time period or at all; the risk of
disruption to VF’s business in connection with the proposed spin-off and
that VF could lose revenue as a result of such disruption; the risk that
the companies resulting from the spin-off do not realize all of the
expected benefits of the spin-off; the risk that the spin-off will not
be tax-free for U.S. federal income tax purposes; the risk that there
will be a loss of synergies from separating the businesses that could
negatively impact the balance sheet, profit margins or earnings of both
businesses; and the risk that the combined value of the common stock of
the two publicly-traded companies will not be equal to or
than the value of VF common stock had the spin-off not occurred.
are also risks associated with the relocation of VF’s global
headquarters and a number of brands to the metro Denver area, including
the risk of significant disruption to VF operations, the temporary
diversion of management resources and loss of key employees who have
substantial experience and expertise in VF’s business, the risk that VF
may encounter difficulties retaining employees who elect to transfer and
attracting new talent in the Denver area to replace our employees who
are unwilling to relocate, the risk that the relocation may involve
significant additional costs to us and that the expected benefits of the
move may not be fully realized.
Other risks for both companies
include foreign currency fluctuations; the level of consumer demand for
apparel, footwear and accessories; disruption to
systems; reliance on a small number of large customers; the financial
strength of
customers; fluctuations in the price, availability
and quality of raw materials and contracted products; disruption and
volatility in the global capital and credit markets; response to
changing fashion trends, evolving consumer preferences and changing
patterns of consumer behavior, intense competition from online
retailers, manufacturing and product innovation; increasing pressure on
margins; ability to implement their business strategy; ability to grow
their international and direct-to-consumer businesses; each company and
its vendors’ ability to maintain the strength and security of
information technology systems; the risk that
facilities and
systems and those of third-party service providers may be vulnerable to
and unable to anticipate or detect data security breaches and data or
financial loss; ability to properly collect, use, manage and secure
consumer and employee data; stability of manufacturing facilities and
foreign suppliers; continued use by
suppliers of ethical business
practices; ability to accurately forecast demand for products;
continuity of members of
management; ability to protect
trademarks and other intellectual property rights; possible goodwill and
other asset impairment; maintenance by
licensees and distributors
of the value of VF’s brands; ability to execute and integrate
acquisitions; changes in tax laws and liabilities; legal, regulatory,
political and economic risks; the risk of economic uncertainty
associated with the pending exit of the United Kingdom from the European
Union (“Brexit”) or any other similar referendums that may be held; and
adverse or unexpected weather conditions. More information on potential
factors that could affect VF’s financial results is included from time
to time in VF’s public reports filed with the Securities and Exchange
Commission, including VF’s Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q and more information on potential factors that
could affect Kontoor Brands’ financial results is included in Kontoor
Brands’ registration statement on Form 10 filed with the Securities and
Exchange Commission.


VF Corporation
Joe Alkire, 336-424-7711
President, Corporate Development, Investor Relations and
Planning & Analysis
Craig Hodges, 336-424-5636
President, Corporate Affairs

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