VF Announces Record Third Quarter Revenues and EPS and Increases Dividend

-- Revenues increase 6.4% to $2.2 billion

-- Gross margins expand to 44.4% from 43.9%

-- Earnings from continuing operations up 13% to $2.10 per share, including a net benefit of $.07 from unusual items

-- Continue to expect record 4Q and full year revenues and earnings; reducing 4Q guidance to reflect current market challenges

-- Raising quarterly dividend to $.59 per share from $.58 per share

Information regarding VF's third quarter conference call webcast today at 8:30 a.m. can be found at the end of this release.

GREENSBORO, N.C.--

VF Corporation (NYSE: VFC), a global leader in branded lifestyle apparel, today announced record results for the third quarter of 2008. All per share amounts are presented on a diluted basis and, unless otherwise noted, reflect continuing operations.

Third quarter revenues rose over 6% to a record $2,206.6 million, compared with $2,073.2 million in the third quarter of 2007. Due primarily to the continued deterioration in market conditions, as well as the impact of the strengthening dollar on foreign currency translations, this increase was below our prior expectation for 9% growth in revenues. Income from continuing operations in the current quarter was $233.9 million, compared with $209.3 million in the prior year's quarter. Earnings per share from continuing operations reached $2.10 in the third quarter, compared with $1.86 last year. Current period results included a net benefit of $.07 per share from unusual items. Net favorable income tax adjustments benefited earnings by $.14 per share, while charges for cost reduction initiatives and for costs for a duty and tax issue related to a recent acquisition negatively impacted earnings by $.07 per share.

For the first nine months of 2008, revenues were up 9% to a record $5,730.5 million from $5,264.2 million. Income from continuing operations increased 8% to $486.9 million, compared with $449.2 million in the prior year period. Earnings per share from continuing operations were up 10% to $4.37.

"The achievement of another quarter of record revenues and earnings is a tremendous accomplishment by our brands and businesses given the challenging market conditions," said Eric Wiseman, Chairman and Chief Executive Officer. "We remain confident in our business model, which is built on a strong foundation of diversity across geographies, products and channels of distribution and supported by some of the best-known and most powerful apparel brands in the world."

He continued, "However, global market conditions have continued to deteriorate beyond what we could have anticipated, with a marked change particularly during the last several weeks. While our brand portfolio is healthy, general economic conditions are not, necessitating that we take a much more conservative stance toward our fourth quarter guidance. Despite this additional caution, we continue to look forward to record revenues and earnings in the fourth quarter, and to delivering our sixth consecutive year of record performance in 2008."

    Third Quarter Coalition Performance

    Outdoor

    Our Outdoor coalition continued its positive momentum, with
    revenues up 12% in the quarter and strong growth in both our
    domestic and international businesses. On a global basis, revenues
    of The North Face(R), Vans(R), Kipling(R), Reef(R), Eastpak(R) and
    Napapijri(R) brands each grew at double-digit rates. Our two
    largest Outdoor brands, The North Face(R) and Vans(R), grew
    revenues 15% and 11% in the quarter, respectively. We opened a
    total of 14 stores during the quarter, with new stores added for
    our Vans(R), The North Face(R), Napapijri(R) and Kipling(R)
    brands.

    Outdoor operating income rose 17% while operating margins expanded
    by nearly a full percentage point to 20.8%.

    We continue to anticipate a strong, mid-teen revenue gain in the
    fourth quarter and healthy increases in operating income and
    margins for our Outdoor coalition.

    Jeanswear

    Total Jeanswear revenues declined 2% in the current quarter, with
    a slight gain in our international business offset by lower
    revenues in our domestic jeans business. Our Mass business in the
    U.S. continued to perform well in the current environment, with
    revenues flat in the quarter. Our businesses in Asia and Latin
    America continued to exhibit healthy growth, while our European
    business declined slightly reflecting increasingly difficult
    market conditions.

    Jeanswear operating margins remained healthy at 16.5% in the
    quarter, but were down from prior year levels reflecting, in part,
    $2.4 million in expenses related to cost reduction initiatives.

    New programs in our Wrangler(R), Lee(R) and Riders(R) brands in
    the U.S. in the fourth quarter have shown positive early results
    and we're continuing our focus on driving product innovation
    across all brands and channels of distribution; however, given
    current economic conditions, we expect that our global Jeanswear
    revenues will show a low single digit percentage decline in the
    fourth quarter. We also expect a decline in operating margins due
    to investments in advertising, a fashion-forward new product mix
    and heightened promotional activity designed to support retail
    sales.

    Sportswear

    Revenues of our Sportswear coalition dipped 5% in the quarter.
    Nautica(R) brand revenues declined in the quarter reflecting in
    part the exit of our women's wholesale sportswear business, in
    addition to challenging overall conditions in department stores.
    The momentum in our Kipling(R) U.S. and John Varvatos(R)
    businesses continued in the quarter, with both achieving
    double-digit revenue gains.

    Sportswear operating margins improved in the quarter, reaching
    double-digit levels despite the inclusion of $1.5 million in
    expenses related to recent cost reduction actions.

    Looking forward, Sportswear revenues should be flat to up slightly
    in the fourth quarter, with continued improvement in operating
    margins over both prior year levels and those achieved in the
    third quarter.

    Contemporary Brands

    Revenues of our Contemporary Brands coalition, which consists of
    the 7 For All Mankind(R) and lucy(R) brands acquired in August
    2007, exceeded $100 million in the quarter. On a comparable basis
    reflecting a full quarter, revenues rose 12%, driven by continued
    growth in both our 7 For All Mankind(R) and lucy(R) brands.

    Operating income in the quarter included a $6 million charge
    related to the aforementioned tax and duty matters, which arose
    prior to our acquisition of the 7 For All Mankind(R) brand.

    For the fourth quarter, we expect mid-single digit revenue growth,
    with comparisons impacted by the exit of a low margin,
    customer-specific program that had been included in our Seven For
    All Mankind business. Operating income and margins are both
    expected to be above prior year levels. Full year revenues should
    approximate $400 million in 2008.

    Imagewear

    Imagewear revenues declined 3%, with low single digit declines in
    both our Image and Activewear businesses. Imagewear operating
    margins rose in the quarter with operating income essentially flat
    with the 2007 period.

    Our Imagewear business is also not immune to current economic
    pressures; accordingly, fourth quarter revenues and operating
    income are both expected to post slight declines from prior year
    levels.

We continued to experience strong top line performance in both our international and direct-to-consumer businesses in the third quarter. Our international revenues increased 22% in the quarter and represented 34% of total revenues. For the first nine months of 2008, international revenues increased 21%. Retail revenues increased 12% in the quarter and represented 14% of total VF revenues. Retail revenues of our Vans(R), The North Face(R), Kipling(R), John Varvatos(R), Napapijri(R), lucy(R) and Lee(R) brands each grew at double-digit rates. Retail revenues in the first nine months of 2008 have grown by 16%. At the end of the quarter, we had 662 owned retail stores, and we are on track to open approximately 90 stores this year.

Our focus on controlling costs and inventories clearly benefited our results this quarter. Gross margins rose 50 basis points, reflecting healthy growth in many of our lifestyle brands and continued expansion in our retail and international businesses. Operating margins were 15.9% and were relatively flat with those in the prior year's quarter; however, margins in the current period included a 50 basis point impact from the aforementioned cost reduction initiatives and charge for taxes and duties.

Our financial liquidity remains solid. Cash and equivalents were $226 million at the end of the quarter and we expect solid cash flow from operations of $650 to $700 million in 2008. Considering the strong seasonal cash flow of our fourth quarter, we anticipate that all of our outstanding commercial paper, which represents most of our short-term borrowing obligations, will be repaid by year-end. In addition, we have $1.3 billion available in domestic and international lines of credit through a strong, diversified group of domestic and international lenders. Our balance sheet is in excellent condition and we have no long-term debt repayments due until October 2010. Our debt to total capital ratio was 28.8% at the end of September and should approximate 23% by year-end. Reflecting our focus on tight inventory control, inventories were up only 4% from the prior year's third quarter.

Outlook

We continue to anticipate record fourth quarter revenues and earnings per share. However, the month of September -- particularly the second half -- marked a turning point in market conditions, with a significant deepening of the global financial crisis and worsening economic conditions taking a heavy toll on consumer confidence and spending in many markets around the world. Accordingly, we have reduced our expectations for the quarter and now anticipate a 3 to 4% rise in revenues and a 1 to 5% increase in earnings per share. Our previous guidance was for revenue and earnings per share increases of 8% and 20%, respectively.

"While admittedly difficult, today's environment is creating opportunities for strong companies with strong brands," said Mr. Wiseman. "In fact, we're planning higher spending in both advertising and product development in the fourth quarter, as we believe this is the right time to invest behind our brands to support their continued long-term growth."

We are pleased by the fact that we continue to expect record revenues and earnings this year, considering all the challenges of 2008 and our more conservative outlook for the fourth quarter. Full year revenues are now expected to rise 7 to 8% while earnings per share should rise approximately 8 to 9%.

"Clearly, there remains a great deal of uncertainty about where markets are headed, in both the short and long-term," said Mr. Wiseman. "We will continue to plan our business cautiously, manage both costs and inventories aggressively, and focus our efforts on superior short-term execution while we invest and build for the future."

Dividend Increased

The Board of Directors declared a quarterly cash dividend of $.59 per share, an increase of $.01. The dividend is payable on December 19, 2008 to shareholders of record as of the close of business on December 9, 2008. This will mark the 36th consecutive year of higher dividend payments to shareholders.

Webcast Information

VF will hold its third quarter conference call and webcast today at 8:30 a.m. ET. Interested parties should call 1-800-432-7890 domestic, or 1-913-312-0827 international, to access the call. You may also access this call via the Internet at www.vfc.com. A replay will be available through October 31 and can be accessed by dialing 1-888-203-1112 domestic, and 1-719-457-0820 international. The pass code is 4672357. A replay also can be accessed at the Company's web site at www.vfc.com.

Cautionary Statement on Forward-looking Statements

Certain statements included in this release 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 therefore involve a number of risks and uncertainties. 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 to differ materially from those expressed or implied by forward-looking statements in this release include VF's reliance on a small number of large customers; the financial strength of VF's customers; changing fashion trends and consumer demand; increasing pressure on margins; VF's ability to implement its growth strategy; VF's ability to grow its international and direct-to-consumer businesses; VF's ability to successfully integrate and grow acquisitions; VF's ability to maintain the strength and security of its information technology systems; stability of VF's manufacturing facilities and foreign suppliers; continued use by VF's suppliers of ethical business practices; VF's ability to accurately forecast demand for products; continuity of members of VF's management; VF's ability to protect trademarks and other intellectual property rights; maintenance by VF's licensees and distributors of the value of VF's brands; the overall level of consumer spending; disruption and volatility in the global capital and credit markets; general economic conditions and other factors affecting consumer confidence; fluctuations in the price, availability and quality of raw materials and contracted products; foreign currency fluctuations; and legal, regulatory, political and economic risks in international markets. 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.

About VF

VF Corporation is a global leader in lifestyle apparel with a diverse portfolio of jeanswear, outdoor, imagewear, sportswear and contemporary apparel brands. Its principal brands include Wrangler(R), Lee(R), Riders(R), The North Face(R), Vans(R), Reef(R), Eagle Creek(R), Eastpak(R), JanSport(R), Napapijri(R), Nautica(R), Kipling(R), John Varvatos(R), 7 For All Mankind(R), lucy(R), Majestic(R) and Red Kap(R).

VF Corporation's press releases, annual report and other information can be accessed through the Company's home page, www.vfc.com.

                            VF CORPORATION
                  Consolidated Statements of Income
               (In thousands, except per share amounts)


                         Three Months Ended      Nine Months Ended
                              September               September
                       ----------------------- -----------------------

                          2008        2007        2008        2007
                       ----------- ----------- ----------- -----------

Net Sales              $2,185,825  $2,053,136  $5,669,503  $5,207,175
Royalty Income             20,802      20,023      60,947      56,996
                       ----------- ----------- ----------- -----------

Total Revenues          2,206,627   2,073,159   5,730,450   5,264,171
                       ----------- ----------- ----------- -----------

Costs and Operating
 Expenses
 Cost of goods sold     1,227,577   1,163,399   3,184,470   2,975,009
 Marketing,
  administrative and
  general expenses        627,839     578,721   1,786,788   1,574,336
                       ----------- ----------- ----------- -----------
                        1,855,416   1,742,120   4,971,258   4,549,345
                       ----------- ----------- ----------- -----------

Operating Income          351,211     331,039     759,192     714,826

Other Income (Expense)
 Interest income            1,435       2,202       4,696       7,494
 Interest expense         (24,310)    (19,349)    (69,516)    (46,373)
 Miscellaneous, net        (1,950)      1,834         950       3,583
                       ----------- ----------- ----------- -----------
                          (24,825)    (15,313)    (63,870)    (35,296)
                       ----------- ----------- ----------- -----------

Income from Continuing
 Operations Before
 Income Taxes             326,386     315,726     695,322     679,530

Income Taxes               92,511     106,409     208,437     230,330
                       ----------- ----------- ----------- -----------

Income from Continuing
 Operations               233,875     209,317     486,885     449,200

Discontinued
 Operations                     -      (2,110)          -     (21,987)
                       ----------- ----------- ----------- -----------

Net Income             $  233,875  $  207,207  $  486,885  $  427,213
                       =========== =========== =========== ===========

Earnings Per Common
 Share - Basic
 Income from
  continuing
  operations           $     2.14  $     1.91  $     4.46        4.06
 Discontinued
  operations                    -       (0.02)          -       (0.20)
 Net income                  2.14        1.89        4.46        3.86

Earnings Per Common
 Share - Diluted
 Income from
  continuing
  operations           $     2.10  $     1.86  $     4.37  $     3.96
 Discontinued
  operations                    -       (0.02)          -       (0.20)
 Net income                  2.10        1.84        4.37        3.76


Weighted Average
 Shares Outstanding
 Basic                    109,106     109,671     109,059     110,689
 Diluted                  111,258     112,424     111,369     113,568


Cash Dividends Per
 Common Share          $     0.58  $     0.55  $     1.74  $     1.65


 Fiscal Periods: VF operates and reports using a 52/53 week fiscal
  year ending on the Saturday closest to December 31 of each year.
  Similarly, the fiscal third quarter ends on the Saturday closest to
  September 30. For presentation purposes herein, all references to
  periods ended September 2008, December 2007 and September 2007
  relate to the fiscal periods ended as of September 27, 2008,
  December 29, 2007 and September 29, 2007, respectively.
                            VF CORPORATION
                     Consolidated Balance Sheets
                            (In thousands)



                                     September   December   September
                                        2008       2007       2007
                                     ---------- ---------- -----------

ASSETS

Current Assets
 Cash and equivalents                $  225,957 $  321,863 $  193,855
 Accounts receivable, net             1,313,919    970,951  1,266,490
 Inventories                          1,341,842  1,138,752  1,295,994
 Other current assets                   222,669    213,563    209,422
 Current assets of discontinued
  operations                                  -          -     14,861
                                     ---------- ---------- -----------
  Total current assets                3,104,387  2,645,129  2,980,622

Property, Plant and Equipment         1,582,337  1,529,015  1,524,030
 Less accumulated depreciation          920,760    877,157    883,304
                                     ---------- ---------- -----------
                                        661,577    651,858    640,726

Intangible Assets                     1,390,402  1,435,269  1,434,904

Goodwill                              1,323,808  1,278,163  1,265,878

Other Assets                            504,091    436,266    373,854
                                     ---------- ---------- -----------

                                     $6,984,265 $6,446,685 $6,695,984
                                     ========== ========== ===========


LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
 Short-term borrowings               $  413,469 $  131,545 $  461,043
 Current portion of long-term debt        3,427      3,803     67,403
 Accounts payable                       418,712    509,879    413,814
 Accrued liabilities                    577,647    488,089    606,348
 Current liabilities of discontinued
  operations                                 69      1,071        267
                                     ---------- ---------- -----------
  Total current liabilities           1,413,324  1,134,387  1,548,875

Long-term Debt                        1,142,170  1,144,810  1,186,792

Other Liabilities                       567,769    590,659    592,524

Commitments and Contingencies

Common Stockholders' Equity
 Common Stock                           109,827    109,798    109,737
 Additional paid-in capital           1,747,775  1,619,320  1,601,708
 Accumulated other comprehensive
  income (loss)                          78,268     61,495    (29,634)
 Retained earnings                    1,925,132  1,786,216  1,685,982
                                     ---------- ---------- -----------
  Total common stockholders' equity   3,861,002  3,576,829  3,367,793
                                     ---------- ---------- -----------

                                     $6,984,265 $6,446,685 $6,695,984
                                     ========== ========== ===========
                            VF CORPORATION
                Consolidated Statements of Cash Flows
                            (In thousands)


                                                 Nine Months Ended
                                                      September
                                               -----------------------

                                                  2008        2007
                                               ---------- ------------

Operating Activities
 Net income                                    $ 486,885  $   427,213
 Adjustments to reconcile net income to cash
  provided by operating activities of
  continuing operations:
  Loss from discontinued operations                    -       21,987
  Depreciation                                    77,482       69,081
  Amortization of intangible assets               29,781       17,655
  Other amortization                               9,862       11,352
  Stock-based compensation                        33,824       48,449
  Other, net                                       4,911       22,327
  Changes in operating assets and liabilities,
   net of acquisitions:
   Accounts receivable                          (363,767)    (353,469)
   Inventories                                  (193,485)    (196,290)
   Accounts payable                              (93,990)      (9,694)
   Accrued compensation                          (24,259)     (11,907)
   Accrued income taxes                           36,373       60,792
   Accrued liabilities                            52,588       86,522
   Other assets and liabilities                    3,598      (28,225)
                                               ---------- ------------

  Cash provided by operating activities of
   continuing operations                          59,803      165,793

 Loss from discontinued operations                     -      (21,987)
 Adjustments to reconcile loss from
  discontinued operations to cash used by
  discontinued operations                         (1,002)       8,816
                                               ---------- ------------
  Cash used by discontinued operations            (1,002)     (13,171)
                                               ---------- ------------
  Cash provided by operating activities           58,801      152,622

Investing Activities
 Capital expenditures                            (88,319)     (79,085)
 Business acquisitions, net of cash acquired     (93,377)  (1,054,501)
 Software purchases                               (7,349)      (1,885)
 Sale of property, plant and equipment             5,851       11,745
 Sale of intimate apparel business                     -      348,714
 Other, net                                        1,020          597
                                               ---------- ------------
  Cash used by investing activities of
   continuing operations                        (182,174)    (774,415)
 Discontinued operations, net                          -         (243)
                                               ---------- ------------
  Cash used by investing activities             (182,174)    (774,658)

Financing Activities
 Increase in short-term borrowings               281,340      963,713
 Payments on long-term debt                       (2,945)     (57,971)
 Purchase of Common Stock                       (149,729)    (350,000)
 Cash dividends paid                            (190,347)    (182,831)
 Proceeds from issuance of Common Stock, net      63,450       77,594
 Tax benefits of stock option excercises          22,246       15,119
 Other, net                                         (305)           -
                                               ---------- ------------

  Cash provided by financing activities           23,710      465,624

Effect of Foreign Currency Rate Changes on Cash    3,757        7,043
                                               ---------- ------------

Net Change in Cash and Equivalents               (95,906)    (149,369)

Cash and Equivalents - Beginning of Year         321,863      343,224
                                               ---------- ------------

Cash and Equivalents - End of Period           $ 225,957  $   193,855
                                               ========== ============
                            VF CORPORATION
                  Supplemental Financial Information
                     Business Segment Information
                            (In thousands)


                         Three Months Ended      Nine Months Ended
                               September              September
                       ----------------------- -----------------------

                          2008        2007        2008        2007
                       ----------- ----------- ----------- -----------

 Coalition Revenues
 Jeanswear             $  743,180  $  758,485  $2,101,635  $2,174,691
 Outdoor                  906,608     806,113   2,066,351   1,791,611
 Imagewear                260,099     267,470     748,384     711,046
 Sportswear               163,733     172,964     444,238     475,055
 Contemporary Brands      100,489      32,667     284,009      32,667
 Other                     32,518      35,460      85,833      79,101
                       ----------- ----------- ----------- -----------

 Total coalition
  revenues             $2,206,627  $2,073,159  $5,730,450  $5,264,171
                       =========== =========== =========== ===========


 Coalition Profit
 Jeanswear             $  122,868  $  135,727  $  323,499  $  366,617
 Outdoor                  188,621     161,305     352,762     298,012
 Imagewear                 40,757      41,553     104,529      98,059
 Sportswear                16,512      17,110      31,472      45,918
 Contemporary Brands       11,674       4,854      40,617       4,854
 Other                       (994)        530      (3,008)      2,988
                       ----------- ----------- ----------- -----------

 Total coalition profit   379,438     361,079     849,871     816,448

 Corporate and Other
  Expenses                (30,177)    (28,206)    (89,729)    (98,039)
 Interest, net            (22,875)    (17,147)    (64,820)    (38,879)
                       ----------- ----------- ----------- -----------


 Income from Continuing
  Operations Before
  Income Taxes         $  326,386  $  315,726  $  695,322  $  679,530
                       =========== =========== =========== ===========

Source: VF Corporation