Kontoor Brands, Inc. Completes Separation From VF Corporation

Since the separation from VF was first announced last August, we have planned for this moment and we are fully prepared to succeed.

Information


Kontoor Brands, Inc. (NYSE: KTB) today announced that it has completed
the previously announced separation from VF Corporation and is now a
global, independent, publicly traded company, headquartered in
Greensboro, N.C. Kontoor Brands shares will begin trading today on the
New York Stock Exchange under the ticker symbol “KTB.”

This press release features multimedia. View the full release here:
https://www.businesswire.com/news/home/20190523005205/en/

: Kontoor Brands is a global lifestyle apparel company, with a portfolio of some of the world's most ...

: Kontoor Brands is a global lifestyle apparel company, with a portfolio of some of the world's most iconic denim brands: Wrangler®, Lee® and Rock & Republic®. (Photo: Business Wire)

“This is a historic day for everyone connected with Kontoor as we now
accelerate to the next stage of our journey as a public company,” said
Scott Baxter, President & CEO of Kontoor Brands. “Since the separation
from VF was first announced last August, we have planned for this moment
and we are fully prepared to succeed. We are grateful to the VF and
Kontoor teams that worked collaboratively to stand-up this terrific
organization. We have a historic opportunity ahead of us. We are
confident that Kontoor and its brands are positioned for value-creating
performance.”

A Global Leader in Lifestyle Apparel

Kontoor is a global lifestyle apparel company, founded with an iconic
brand portfolio including two of the world’s most beloved denim brands:
Wrangler
® and Lee ®.
Combined, the Wrangler® and Lee® brands
have been denim must-haves for loyal consumers for more than 200 years.
Today, the brands have significant global scale and strong relationships
with winning retailers and e-commerce platforms.

Strategic Priorities

Kontoor is focused on pursuing five strategic priorities: 1) scaling its
advantage in the core denim business; 2) accelerating its positions in
high-value segments, channels and geographies; 3) building advantaged
positions to reach new consumers; 4) driving an unwavering focus on
margin expansion and improving capital efficiency; and 5) creating a
highly engaged and performance-driven team.

Kontoor is determined to deliver consistent and reliable shareholder
returns through solid execution and an efficient long-term Total
Shareholder Return (TSR) operating model, underpinned by strong margins
and cash flow generation. The long-term TSR model assumes an approximate
5 percent dividend yield, 2 percent to 3 percent margin expansion
and 1 percent to 2 percent revenue growth, equating to 8 percent to 10
percent annualized returns. This TSR algorithm does not incorporate
share repurchases, M&A or multiple expansion.

Share Distribution

The separation was 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 received 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 was 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 were not 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.

As of the completion of the separation, the Kontoor Brands Board of
Directors and Executive Leadership Team comprise the following members:

Board of Directors

  • Robert Shearer: Serves as Chairman of the Board and has
    extensive familiarly with Kontoor’s business and the apparel industry,
    having served as Senior Vice President and Chief Financial Officer of
    VF from 2005 to 2015.
  • Kathleen Barclay: Has extensive experience in human resource
    and retail management, including previously serving as Senior Vice
    President, Human Resources of The Kroger Co. and Vice President,
    Global Human Resources of General Motors Company.
  • Scott Baxter: Serves as President & CEO of Kontoor Brands.
    Served in various leadership positions with VF, including most
    recently as Vice President and Group President of Americas West, where
    he was responsible for overseeing brands such as The North Face®
    and Vans®, and previously as Group President
    of VF’s Jeanswear Americas business.
  • Richard Carucci: Is a seasoned leader with experience managing
    a large global multi-brand company with retail consumers and is a
    member of VF’s Board of Directors, serving since 2009. Carucci also
    previously served as President of Yum! Brands, Inc.
  • Juliana Chugg: Has experience leading major functions and
    divisions of large, publicly traded companies and is a member of VF’s
    Board of Directors, serving since 2009. She previously served as EVP,
    Chief Brands Officer, Mattel, Inc. and Senior Vice President of
    General Mills, Inc.
  • Shelley Stewart, Jr.: Has held previous senior-level supply
    chain and operations positions with leading industrial companies. This
    includes serving as Chief Procurement Officer at E. I. du Pont de
    Nemours & Co. and Tyco International plc. and as a board member for
    Cleco Corporation.

Executive Leadership Team

  • Scott Baxter – President & CEO – As the leader of Kontoor
    Brands, Baxter oversees the company’s business globally, including its
    strategies and business objectives, and is responsible for delivering
    sustainable, long-term value creation and total shareholder return.
  • Rustin Welton – Vice President & Chief Financial Officer
    In this role, Welton has primary responsibility for financial
    planning, analysis and management, accounting, tax, treasury, internal
    audit and information technology.
  • Tom Waldron – Vice President & Global Brand President, Wrangler®
    – Waldron is responsible for the brand’s global business,
    including marketing, sales and distribution.
  • Chris Waldeck - Vice President & Global Brand President, Lee®
    – Waldeck is responsible for the brand’s global business, including
    marketing, sales and distribution.
  • Laurel Krueger – Vice President, General Counsel and Corporate
    Secretary
    – Krueger oversees Kontoor’s legal department, with
    oversight of corporate governance, intellectual property, securities,
    compliance and other corporate activities.
  • Sara Bland – Vice President, Chief Strategy Officer – Bland is
    responsible for leading the company’s strategy, innovation, consumer
    insights and sustainability functions.
  • Scott Deitz – Vice President, Investor & Corporate Relations
    – Deitz leads government relations, investor relations, corporate
    communications and philanthropic activities for the company.
  • Randy Fortenberry – Vice President, Global Supply Chain
    Fortenberry’s responsibilities include management of Kontoor’s global
    manufacturing, sourcing and supply chain activities.
  • Scott Shoener – Vice President, Chief Human Resources Officer
    In this role, Shoener leads global human resources activities across
    Kontoor’s organization.

“Our Board of Directors and Executive Leadership Team feature a unique
range of management experience, both from within VF and from other
leading multi-national companies and global brands. Our team’s depth and
breadth of experience and extensive sector knowledge will help to drive
the success of our company,” Baxter said. “I look forward to working
with this talented group to establish Kontoor as a respected, thriving,
independent, publicly traded company.”

Biographies and additional information on the Board of Directors and
Executive Leadership Team are available on the Kontoor Brands website: www.KontoorBrands.com

About Kontoor Brands

Kontoor Brands, Inc. (NYSE: KTB) is 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 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.

For more information about Kontoor Brands, please visit www.KontoorBrands.com.

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 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 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 Kontoor’s spin off from VF Corporation, including the
risk of disruption to Kontoor’s business in connection with the spin-off
and that Kontoor could lose revenue as a result of such disruption; the
risk that Kontoor does 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; and 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 Kontoor. Other risks
for Kontoor includes foreign currency fluctuations; the level of
consumer demand for apparel; disruption to distribution 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 Kontoor’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 Kontoor’s financial results is
included from time to time in Kontoor’s public reports filed with the
Securities and Exchange Commission and Kontoor Brands’ registration
statement on Form 10 filed with the Securities and Exchange Commission.