Lance Allega - Director of Investor Relations Eric C. Wiseman - Chairman, Chief Executive Officer, President and Ex Officio Member of Finance Committee Steven E. Rendle - Group President of Outdoor & Action Sports Americas and Vice President Karl Heinz Salzburger - Group President of International and Vice President Scott H. Baxter - Group President of Jeanswear Americas & Imagewear and Vice President Robert K. Shearer - Chief Financial Officer and Senior Vice President

Michael Binetti - UBS Investment Bank, Research Division Matthew R. Boss - JP Morgan Chase & Co, Research Division Jim Duffy - Stifel, Nicolaus & Co., Inc., Research Division Robert F. Ohmes - BofA Merrill Lynch, Research Division Lindsay Drucker Mann - Goldman Sachs Group Inc., Research Division Christian Buss - Crédit Suisse AG, Research Division Kate McShane - Citigroup Inc, Research Division Eric B. Tracy - Janney Montgomery Scott LLC, Research Division Mitchel J. Kummetz - Robert W. Baird & Co. Incorporated, Research Division Kimberly C. Greenberger - Morgan Stanley, Research Division John D. Kernan - Cowen and Company, LLC, Research Division Erinn E. Murphy - Piper Jaffray Companies, Research Division

Good day, and welcome to the VF Corporation Third Quarter 2013 Earnings Conference Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Mr. Lance Allega, Director of Investor Relations. Please go ahead, sir.

Thank you, operator. Hello, everyone, and thanks for joining us today to discuss VF's third quarter 2013 results. Before we begin, I'd like to remind participants that certain commentary included in today's prepared remarks and the Q&A session may constitute forward-looking statements under definition of federal securities law. Forward-looking statements include management's current expectations, estimates and other projections about our business, results of operations and the industries in which VF operates. Actual results may differ materially from those projected in these forward-looking statements. Important factors that could cause actual results to differ materially from these projected statements in the forward-looking statements are discussed in the documents filed with the SEC. Additionally, participants on today's call may discuss non-GAAP financial measures, and you'll find an appropriate reconciliation in our press release, which was issued about an hour ago, and at our website that vfc.com. Joining us on today's call will be VF's Chairman and CEO, Eric Wiseman; Bob Shearer, our CFO; and our Group Presidents, Scott Baxter, Steve Rendle and Karl Heinz Salzburger. Following our prepared remarks, we'll take your questions, and we'll ask that you limit your initial questions to 2. [Operator Instructions] I'll now turn the call over to VF's Chairman and CEO, Eric Wiseman. Eric?

Thanks, Lance. Good morning, everyone, and thank you for joining us today. Let me begin by saying that we're very proud of the solid results we achieved in our third quarter, especially earnings that far exceeded our expectations. While we faced some headwinds associated with the challenging economic environment and consumer buying behavior that was a little inconsistent market to market, I have great confidence that we'll finish 2013 strong and post another record year for VF. I'm more excited now than I've ever been by the long-term growth prospects for VF. In June, we laid out a detailed 5-year growth plan supported by a sharp focus on 4 powerful strategic actions: leading through innovation, connecting with consumers, serving those consumers directly and expanding geographically. We're already making meaningful progress that's consistent with and sometimes ahead of our expectations. Our powerful ecosystem of brands and platforms, combined with proven strategies and great execution, enable us to consistently deliver on our growth objectives. Every day at VF, every brand at VF works tirelessly to deliver innovative products, to find better and more creative ways to connect with and inspire our consumers, and we're always working to engineer new ways to be even more efficient and effective across our operations. In the third quarter, we grew revenues by 5% to $3.3 billion, reflecting strength in all global regions and across both our wholesale and direct-to-consumer businesses. The retailer calendar shift negatively impacted these growth rates by 2 percentage points. At the brand level, 14 of our 15 largest brands grew revenues on a global basis, and the one that missed was due to that retail calendar shift. So I'd say that's a pretty good success rate. Gross margin once again exceeded our expectations, reaching 47.6%, a 90-basis-point improvement that we've seen across…

Thanks, Eric. Third quarter global revenues for The North Face were up 3%, which is right on track with what we expected. Our D2C business was really strong, increasing more than 25% during the quarter, with balanced growth in all 3 regions. As expected, our wholesale business was flat. You'll recall from last quarter's call that in addition to order shifting from Q3 to Q4 because of retailer caution, our wholesale partners' calendars also shifted 1 week from September into October. Combined, these shifts pressured our third quarter results and moved revenue into this year's fourth quarter. Absent the calendar shift, which totaled about $40 million in revenues for The North Face, third quarter revenues would have been up nicely at a high-single digit rate. As you'd expect, you will see this benefit in our fourth quarter results when revenues should approximate a low double-digit growth rate. Revenues in the Americas region were up at the same rate as global North Face, 3%, with flat wholesale results that were held back by the calendar shift. D2C performance in the quarter, however, was very strong with 30% growth. In both channels, we were really encouraged with the trends we're seeing in apparel, footwear and equipment demand as we head into the cooler months ahead. In fact, when I think about The North Face business and the position we're in, especially in the context following 2 challenging winters here in the U.S., we're the best positioned to succeed in the outdoor industry. Given a terrific innovative product lineup, supported by a strong integrated marketing campaign, exciting programs with key wholesale partners and strong D2C momentum that we see continuing well into 2014, we are incredibly confident about the future. A great example of this work is Thermoball. As one of our biggest product innovations for this upcoming season, early reads on Thermoball have exceeded our expectations. In addition, due to very strong sell-through we've had in our own D2C, we're rolling out an exclusive in-store concept at 300 Dick's Sporting Goods locations, featuring Thermoball as part of an overall brand shop in their seasonal outerwear pad. On the marketing front, our new Never Stop Exploring campaign will be strengthened by the incremental investments that Eric mentioned. This emotional brand campaign does an incredible job of personalizing the meaning of outdoor exploration. Using all mediums, TV, print, digital and in-store, we're extremely confident this will intensify our connection with a wide range of North Face consumers. So all factors considered, we're right where we expected to be, and there is significant momentum in the Americas business moving into the fourth quarter, lining us up for a strong finish to the year. Now let me turn it over to Karl Heinz to discuss the North Face's International business.

Thanks, Steve, and good morning, everyone. In Europe, the North Face business was down at the low single-digit rate. It was impacted by the opening of a new distribution center for the region. Fourth quarter revenue is expected to grow at the mid-teen rate. In the third quarter, momentum in our D2C business continued with revenues up nearly 20%, including more than 60% growth in our e-comm business. We're also seeing good early seasonal response to new product introductions with Thermoball being cited by wholesale partners as the best-selling insulator product among multiple points of distribution. On top of that, our European-specific designs continue to be a big hit as well with almost half of our product lineup now personalized for the unique local needs of this discerning consumer. No one is better positioned than we are to execute this strategy, which is a competitive advantage we're quite proud of as it builds long-term authenticity and creates confidence and loyalties with our consumers. On the marketing front, we recently launched our first pan-European inter-sport marketing campaign in 10 countries and 600 doors to TV, billboards, cinema, print and in-store. The featured product that takes center stage to the campaign is the exploration to a climate jacket, a premium outdoor piece with a GORE-TEX shell that is exclusive to winter sport. This represents meaningful collection points and a lot of good momentum in Europe going into the fourth quarter. Turning to Asia Pacific. We had a solid third quarter with revenues up 11% in the region driven by mid-teen percentage growth in China. And for the first time ever, we're about to launch a major national TV campaign known as the Explorer for The North Face [ph]. In fact, in the fourth quarter, we are doubling our marketing investment for this powerful brand in China, which will build consumer brand awareness and engage them in the outdoor market. Indeed, this is a very good example of incremental marketing spend you've heard us talk about today. Now back to Steve to talk about Vans.

Vans continues to be a very strong performer. Global revenues for Vans in the third quarter were up 16% with high-teen D2C growth and a mid-teen percentage increase in our wholesale business. In the brand's largest region, the Americas, revenues were up at a low-teens rate during the quarter with both the D2C and wholesale channels showing strong double-digit momentum on the heels of a solid back-to-school season. Vans' wholesale distribution discipline has been a key growth strategy for the brand for a decade and continues to prove its worth in 2013. Within footwear, growth across all aspiration channels has been significant with positive trends across all tiers, including double-digit growth in core board shop, boutique, lifestyle and family footwear channels. Vans also launched 2 new Pro Skater shoes using innovative performance characteristics, including WAFFLECUP, DURACAP and UltraCush in signature athlete models that have received strong adoption in core board shops. And just recently, we celebrated the anniversary of the LXVI launch at Foot Locker with a revised in-store branding execution and expanded the product categories to include the OTW and Classics collections. And I'm also happy to report that the actions we've taken across Vans apparel are gaining traction and expanding share. Vans apparel has cracked the top 10 men's brands in 8 of the 11 categories in Q3 of 2013 as measured by ActionWatch, which measures independent board shop trends, a key indicator of brand aspiration that creates downstream, wholesaler and consumer adoption. As recently as 2011, we were absent in these apparel rankings. And in apparel, we've moved into colder and wetter climates such as Canada and the Northeastern U.S. where product differentiation is important to retailers and expected from our consumers. Turning to D2C. We're in the process of finalizing enhancements to our D2C channel that…

In Europe, Vans revenue was up 25%, underscoring the strength of the brand. We are confident that we will deliver another year of remarkable results in Europe. On the product side, we are focused on optimizing our cold weather footwear strategy by expanding our product offering and growing Vans' share against competitors. On the D2C front, we opened our first store in Dublin during the quarter, which coincided with our e-comm launch in Ireland. With this launch, we now have Vans e-comm platforms in 7 key countries across Europe, which is a nice growth since December 2012. Vans Asia Pacific business grew at the high single-digit rate during the third quarter. In Asia, we continue to support local initiatives to ensure that the brand remains inspirational to youth culture and relevant to the region, a strategy that is working very well for us. In China, our best-selling apparel categories are those that have been locally developed. We work closely with key local influences to sell the Vans story and are constantly gathering and assessing local consumer insights to ensure our brand story also resonates with consumers in the region. So overall, really solid results representing strong momentum through the first 3 quarters for Vans, momentum we expect to see continue into the fourth quarter and beyond. And with that, let's move on to Timberland.

Global revenues for Timberland were up 2% in the third quarter, right in line with our plans. This result included positive growth in our D2C and wholesale businesses, a balance we're very encouraged by. The work we've done during the past 2 years at Timberland is really paying off. In the Americas, we saw revenues up in the mid-single-digit range during the third quarter, which was in line with our expectations. Results in this region were driven by sales of boots in D2C and wholesale as somewhat more seasonal weather began slightly earlier than last year. We continue to see strong results from core and new programs. For example, core styles in the premium boots and hiking categories performed really well with our wholesale partners and our own D2C locations. Plus, as you know, we officially relaunched our apparel offering in North American market. Timberland's new rugged and refined apparel is available at select Nordstrom locations, through key specialty independent retailers and at Timberland stores. The early reads on the product, particularly in the outerwear category, have been very encouraging. As we mentioned before, we'll take what we've learned from this year's relaunch to shape next year's go-to-market strategy. The collection's early acceptance has us very confident that our current plan has us set in the right direction to achieve our long-term goals. We also launched our Best Then. Better Now advertising campaign to coincide with Timberland's fourth -- 40th anniversary of the yellow boot. To kick off the campaign, we invited more than 350 editors, stylists, bloggers and influencers to an interactive style workshop where they got to experience firsthand the new positioning of this iconic brand. We also launched a newly designed homepage for the Timberland brand, which offers an enhanced consumer experience, one that has already nearly doubled the average time consumers spend on the site. And we also launched the When Your Feet Hurt, Your Work Suffers campaign for Timberland PRO, featuring the Hyperion work boot. And speaking of PRO, that collection continues to post consistent gains in this important sector with a mid-teen comp during the quarter. We're also pleased to report that our target operational initiatives designed to drive conversion are continuing to take hold, resulting in another quarter of strong growth in the Americas for Timberland's D2C business. In short, we continue to make significant progress with Timberland and remain confident that we have set the right path for stronger long-term growth. We couldn't be more confident in our ability to grow this brand. The product is stellar. Our distribution is well positioned, and we're telling our amazing stories. Now let's take a look at Timberland's International business.

In line with expectations, revenue in Europe were flat, reflecting a slight increase in our wholesale business, offset by weaker D2C sales where we continue to work on resetting key locations across the continent. While overall market conditions have remained relatively soft, our comparisons have continued to improve. In fact, in the fourth quarter, we expect to see mid-single-digit growth for the brand. Similar to the Americas, both core and new categories in Timberland are performing well and our apparel has seeing favorable responses, particularly in bottoms and outerwear. We also are celebrating the brand's 40th anniversary as a way to connect consumers to the Timberland story. We participated in Bread and Butter trade show for the first time and showcased our collections and celebrated our anniversary. The event was a great success with almost 3,000 visitors. Through media, we reached an additional 15 million consumers. We're now working to translate this experience to events at stores throughout Europe. In Asia, revenues were up 9% in constant dollars, and we saw strong growth across the region in both women's and men's footwear. On the men's side, growth came from the boot category, driven by the 40th anniversary marketing campaign. In women's, classic styles led the way, with the boot category doubling over last year. In addition, women's apparel saw strong results, driven by sweaters and wovens. Overall, we are really placed with our progress in Timberland's International business and have put ourselves in a great position for a strong 2014. And with that, I turn it over to Scott to take a look at Jeanswear.

Thank you, Karl Heinz, and good morning, everyone. Global Jeanswear posted solid results this quarter with revenues up 4%. This increase was driven by mid-single-digit growth in the Americas, which included a high single-digit increase in the mass channel, along with strong results in Europe. Q3 was also a highly profitable quarter for Jeanswear, posting a 21.2% operating margin. This strong profitability was due primarily to gross margin improvements and some favorable mix shifts. Third quarter global revenues for Wrangler were up 8%, driven by strong results in Europe and a high single-digit increase in our Americas region. We remain sharply focused on conveying the Wrangler message of innovation, authenticity and value to our consumers to enhance the way we engage with the brand. During the quarter, we launched 2 new ad campaigns that aim to do just that. Drew Brees, Brett Favre and Dale Earnhardt, Jr. are now featured in ads shown during NFL and NCAA broadcasts. So great connection points into the heart of that consumer. We've also just finalized a campaign aimed at Hispanic consumers that will launch during the fourth quarter. We saw solid results in our Western business, driven by momentum in our Premium Performance Cowboy Cut Jeans. The initial sell-throughs of our new Premium Performance Cowboy Cut with advanced comfort has exceed our expectations. We're also working with our innovation team on a pipeline to develop and implement solutions for the Western consumers' needs. We know this is a very important and growing consumer segment for us, so we are creating more innovative products to give them what they want, when they want it. Of note, we recently launched a comprehensive new Wrangler Patch campaign, featuring our advanced comfort products featuring Trevor Brazile, the #1 ranked cowboy in the PRCA. Our Americas non-U.S. business continued to be one of the fastest-growing regions for the Wrangler brand, posting solid growth during the quarter with revenues up at a high-single digit constant dollar rate with particular strength in Latin America. Karl Heinz?

It's been a while since I've been able to say this, so I'll treasure it a bit. Our Wrangler business in Europe was up about 10% in constant dollars compared with last year with [ph] improvement in profitability that contributed strongly to the overall global Jeanswear results. We are seeing improved sell-through in our product, driven by our focus on denim performance. Specifically, consumers are responding well to our water-resistant fabrics and multi-pocket functionality. And we continue to experience strength in Germany, Poland and Russia, some of our key markets in Europe. Now back to Scott with Lee.

Thank you, Karl Heinz. The Lee brand grew 3% on a global basis in the third quarter. Revenues in the Americas region grew at a mid-single-digit range with balanced growth across all channels. Our strong revenue growth was driven by a combination of new product launches and our new fall marketing campaign. We've also made several strategic enhancements to lease in-store visual presentation, which makes it easier for consumers to find our attractive new products. We are pleased with the early results of our men's casual business, which is being driven by the introduction of our Total Freedom pant. Based on early selling, this pant is being expanded to 340 additional doors this fall. And taking advantage of what appears to be an emerging casual pant trend, we've begun testing the Weekend Chino across most accounts in the fourth quarter. Turning to our department store business. Our Lee Platinum label products continue to grow and are now available at nearly 400 key department store locations and a major test coming with another retailer partner this fall. The Slender Secret jean and the Monaco trouser have been real standout performers for us. Early sales results are quite strong and these programs will be expanded in 2014. We are definitely excited to see increasing momentum in this brand as we welcome more consumers to the Lee story. Now back to Karl Heinz to discuss Lee's International business.

In Europe, Lee men revenues were up at the low single-digit rate in constant dollars with strength in Northern Europe. We are pleased with the continued momentum in our new Stretch Deluxe women's product, as well as in the performance of our overall women's category. In addition, we have enhanced our marketing efforts to drive more traffic in targeted regions and around specific channels. Sales of our new men's collection, Blue Label, continue to exceed our expectations as customers respond favorably to the product's outstanding fit and comfort. In Asia, sequentially, our results continue to improve and our gross margin benefited from lower product costs, which led to improved profits. And in line with expectations, we have continued to make progress against a wholesale denim inventory overhang that has affected the denim category in China, and we expect to return to growth in the fourth quarter. Our Fall/Winter Collection has received a positive response, particularly the premium Stretch Deluxe women's product, as well as the Urban Riders line. In China and India, we recently launched our first sustainability program, E Think [ph], with an environmentally friendly and fashionable product collection. We are confident that we're in the right track with this business and that we'll see healthy growth once inventory levels return to normal. Now here's Bob to take you through our financial highlights.

Thanks, KH. Well, all in all, I'd say we delivered a really solid third quarter, particularly in light of an environment that's not exactly robust. How do we do it? A powerful brand portfolio, a highly effective strategy focused on innovation and consumer connectivity, strong platforms, and of course, outstanding execution on the part of our passionate team around the world. Let's take a look at how we did. Total VF revenue grew 5% in the third quarter or 4% if you exclude the impact of foreign currency. As Eric mentioned, the retailer calendar shift negatively impacted these growth rates by 2 percentage points. On a regional basis, revenues in the U.S. were up 3% with growth in both the Direct-to-Consumer and wholesale channels. Total International revenues were up 7%, driven by 13% growth in the Americas, now that's the non-U.S. region; a 7% increase in European revenues, where the economic environment remains challenging; and 2% growth in the Asia Pacific region where China was up 10%. Our Direct-to-Consumer business had another great quarter with revenues up 14% and strong performances from The North Face, Vans, Nautica, Kipling and Napapijri brands. We continue to be really pleased with the contribution our D2C business mix, both in terms of sales and earnings. We're adding more stores. Our profitability is improving, and the earnings per share contribution continues to grow substantially from this business. And we expect that momentum to continue with even greater growth and positive results from nearly every brand in our portfolio during the fourth quarter. Now let's take a look at our gross margin performance. Our gross margin rate for the quarter was 47.6%. That's a 90-basis-point improvement over last year. The drivers of this improvement are the same, a continued favorable mix shift toward higher-margin businesses with…

I've got no additional comments. I know you have questions, so let's get to that session, please.

[Operator Instructions] And we'll take our first question from Michael Binetti with UBS.

So, Bob, you mentioned the outdoor coalition EBIT margins in the quarter. They were a little bit lower. Can you just clarify for me, excluding the shift that we saw on the wholesale side with margins a bit higher, and will we be back to positive territory on the margins there when you pick up that shift in the fourth quarter?

Yes, Michael, there were 2 things. Number one, almost all of the $10 million of the incremental investment was in Outdoor & Action Sports, almost every single dollar of it. So that's one thing, right, so that would have gone right to the bottom line. And in addition to that, the shift, the shift in revenues, as you can imagine, we lost all of that gross margin, right, in the quarter. And our expense structure, the SG&A structure, for example, would have changed very, very little. So all of that gross margin, pretty much all of the gross margin would have flowed through in the quarter, so it would have made a very, very different -- a very different picture for the quarter. So sure, when we get those gross margins into the fourth quarter, it will look differently than it did in the third.

Okay. And, Bob, you also said that -- I think you said on the third quarter, around the last conference call, that third quarter gross margin increase would be less of an increase than fourth quarter. But I think the guidance implies it to be a little bit high -- I'm sorry, a little bit lower in the fourth quarter. Now is there anything that's changed in the formula? Maybe you can give us a little bit of how you're thinking about the change in the formula in the third quarter -- fourth quarter versus what you're thinking last quarter?

Yes, Michael, really not a lot different. The -- yes, the gains in both quarters, at this point in time, look to be -- look to actually be pretty similar. So the third quarter was a little bit stronger than we anticipated. And right now, if you do the math, it says that the fourth quarter is going to be slightly above the 48% level, so we're going to see the gain there as well, and it's driven mostly by the mix shift that we've been seeing pretty consistently.

And we'll take our next question from Matthew Boss with JPMorgan. Matthew R. Boss - JP Morgan Chase & Co, Research Division: Can you talk about some of the changes underway and progress at North Face and making the brand a bit more transitional, less winter focused? And how are some of your retail partners adjusting? What's the best way to think about the order flow going forward as we get into next year?

We think the shift that we see taking place at The North Face, we've talked about in some of the calls here in the past, and it starts first with the activity-based model, which really came online a little over 4 years ago, where we moved the brand into an expanded set of activities and, with that, an expanded focus on some new incremental categories. This shift was very focused on moving the brand to more of a fourth quarter brand. And as we said, it really lines up well with how we've seen these last 2 warm winters. As we have gone into spring selling with 2 new collections, we've seen this strategy really take hold. We'll be launching a new training apparel collection within our performance activity under the name of Mountain Athletic. That has been received extremely well by our retail partners and also supported by our Ultra Protection footwear collection, where there is both training as well as light hiking and hiking footwear, again, coming out of that focus of the activity-based model. So feeling very strong about how we're evolving the brand through this new perspective, and these are trends that we've seen, coming out of 2013, we think give us great momentum into 2014. Matthew R. Boss - JP Morgan Chase & Co, Research Division: Great. And then Timberland's revenue performance seems to be inflecting mid-single digits in the Americas. Can you talk about progress there and how you're thinking about that brand into next year and, also, opportunity on the margin side with Timberland?

Yes, so why don't I start with that, answering this question, and I'll past it over to Karl Heinz. So in the Americas, as we mentioned here in the notes, we've seen really good performance with our footwear business, specifically boots in light hiking and many of the new casual styles in Q3, giving us really great confidence that the work done over the past 2 years is right on track. The relaunch of apparel here in the U.S. market, early reads, specifically with our outerwear, is giving us really good confidence that we've got the right vision for this strategy. And most importantly, what this is showing us is that we're on track to shift the perspective of that American consumer to think of Timberland more of a lifestyle brand versus what has been historically a boot brand. So really, really confident and excited about the momentum we have coming out of '13 into '14.

So this is KH. Starting with Europe, I think the good news is we see it coming also. We had a couple of tough quarters at the beginning of the year. We are flat this quarter, and we expect growth in the Q4. So the brand has, for sure, momentum. We have some work to do, but we see it coming. Also, the spring indications we have are very positive. Asia continues simply to grow. We always had consistent growth in Asia. It's a very strong retail model there, health is apparent, so it's a good picture there.

And we'll take our next question from Jim Duffy with Stifel. Jim Duffy - Stifel, Nicolaus & Co., Inc., Research Division: A couple questions. Can you speak to the spring backlog for the forward order businesses? And then secondly, the Jeanswear operating profit has carried a pretty heavy load through the first 3 quarters. Bob, could you speak to the prospects for Jeanswear margins going forward and your thoughts on the coalition mix, to contribution to profit?

So, Jim, on the spring backlog for next year, we stopped quantifying our order books for The North Face about a year ago, so we really aren't prepared to comment on that. What I can tell you, though, at this point, the momentum, we've talked about coming out of Q3 into Q4, the positive reception of these new collections, Mountain Athletic, the Ultra Protection footwear and some of the new equipment products that we are selling into the market, really confident and are in line with our long-term plans and expectations.

And, Jim, I'll speak to the Jeanswear piece. Yes, the third quarter -- you're right, the third quarter Jeanswear numbers, and particularly the profitability, was a little stronger than we had anticipated, and it's driven by a couple things. One, the gross margin was a little bit better than we thought but -- in particular, the European business. Karl Heinz mentioned that he hadn't had a chance to mention that for a little while. But the European jeans business really, really had a nice -- had a very, very strong quarter for us, and that helped us. In terms of -- I think your question, Jim, was as we look at the fourth quarter and in terms of the overall profitability and mix for Jeanswear, specifically for Jeanswear, that the improvement will start to flatten out a little bit, although we do expect some expansion in the fourth quarter. And we expect also margin expansion in some of the other businesses where we've been seeing that today, and then we saw it in the third quarter, for example, in Imagewear, Sportswear as well, and Contemporary. So that's how the year will shake out.

And we'll take our next question from Robbie Ohmes with Bank of America Merrill Lynch.

Two questions. First, I was hoping you could give us a little more color, broadly speaking, on what's going on in China. It looks like Vans maybe slowed down versus previous trends, just looking at the APAC up only high-single digits. And then Lee, you're now expecting a return to growth in the fourth quarter, but is there a sustainable improvement that you see in the Jeanswear business happening in China? And then maybe just a little more on the Timberland outlook and maybe just some broad color on what exactly you guys are seeing going on in the consumer market over there. And then the second question is, if we could get a little more detail on the marketing investments. You mentioned the TV in China. I understand the focus on Europe in the key brands. But is it TV and print in Europe? Or what -- maybe a little more color on what you guys are going to be doing in the fourth quarter.

So, Robbie, I'll get us started a little bit on this. The first question, I think, was what's going on in China, and it's pretty widely publicized that the Chinese market, while it has slowed down overall in apparel and footwear, it's still the fastest-growing consumer market in the world for apparel and footwear. And our third quarter is -- we had a couple unusual things going on with the timing of shipments in the North Face. And the Lee question that you asked really gets to an inventory build that we've talked about before, and the denim category in total in China, that the industry is working through an inventory glut, and we said that we'd expect to return to growth in the fourth quarter, but that's just the beginning. The good news is that consumer takeaway in the specialty stores where we sell Lee jeans has still been strong. It just -- we came into the year with a big inventory build. Timberland in Asia, as Karl Heinz just said, continues to be strong. That business has been on a growth track. It is based primarily in Japan, and we've had some currency translation issues in our reported results. But we continue to grow and have expansion opportunities throughout the Asian region. And on to the marketing investments, it's $40 million. The really good news is when you commit late in the year to increase your marketing, it's all going to go against the consumer. We're not creating new ads, there's no production costs, the spend is really just increasing our voice. So for example, with The North Face in China, as Karl Heinz mentioned, we've more than doubled our investment there in The North Face. We originally planned to do some TV in just a few markets. With this additional investment, we've doubled the number of markets that we're going to be doing local TV advertising, and we've added a significant national TV advertising campaign that will reach everywhere in China. So it's all spent directly against the consumer. And there is a mix between what's being spent online and digitally versus TV and print, but I don't have those details for you, Karl Heinz has one other point.

Yes, I just want to -- I didn't cover it all, but I think you have a specific question on Vans in China. You picked up relatively slow growth in Q3, this is true, but there was some timing involved. You might recall, last year, we reported explosive growth in Australia. We got a big order from a distributor there. And it's just a timing issue. So Vans will be going back to growth -- strong double-digit growth in Q4, as it had been in Q1 and Q2.

And, Karl Heinz, the 25% Vans growth in Europe, how sustainable does that look?

Well, you heard us saying in the past, we reported the growth on Vans, which was substantially higher, right, 40%, 50% in the past calls, that was high. We have now a business model where we believe the 20% is sustainable for the following reason. We started Vans with high initiatives, with high marketing initiatives in one specific market, which is the U.K., where we reached a great success. From there then, we moved on in other countries with a little bit less risks, so Germany, France, Italy would be great examples and Scandinavia. So we still have a long way to go in terms of penetration and market size. Our competitor there is also bigger than us. So we still see opportunities going forward with Vans.

And we'll go next to Lindsay Drucker Mann with Goldman Sachs.

On your dividend, with the balance sheet in such good shape and your debt ratio back down below Timberland levels and your explicit target to get to 40% payout ratio just sort of rolling up your algorithm earnings growth we're still easily below that, can you talk about how you think about the timing to get to 40% payout and why not up the dividend a little bit more?

Sure, I'll start on that. The -- in our 2017 plan, what we indicated there was that we would work back up to the 40% by that point in time. It's just something that we'll constantly evaluate. We'll be at about 34% in 2013, and with our plans, we'll move that up a couple -- 2 or 3 percentage points each year is what we would plan to do. And we're still -- we remain very acquisition-minded, it's always the trade-off, and looking at all the pieces and balancing all the pieces to the right level. So once again, if we're not seeing acquisitions flow through, we'll look at a number of different things in the past. We've upped our buyback program, if it made sense to do so. What we've been pretty consistent in saying is what we're not looking to do is stockpile a lot of cash in the balance sheet. So we will put it to work in the most effective means that we determine as we go forward. So sure, we'll look at changing that dividend payout or even increasing it based on all other factors.

And given the volatility we've seen in the consumer backdrop, are you feeling any better or worse about the pipeline of acquisition opportunities out there?

I don't think we're feeling better or worse. The honest truth is after we acquired Timberland just over 2 years ago, we took a good year, 1.5 years off and focused on creating the value that we promised through Timberland. And as you see in our results, from an earnings per share contribution basis, Timberland is running ahead of schedule. So thrilled with that, feel like we have Timberland moving in exactly the direction we want it to move, and then we're very proud of the work that team is doing. And now we're looking again. But it is bumpy. They tend to come in waves, and we're always looking for the next opportunity. And I can't think of a week that's gone by when we haven't had a discussion at one level or another about businesses that we'd like to have join our company, but I can't say anything more specific than that.

And we'll go next to Christian Buss with Crédit Suisse. Christian Buss - Crédit Suisse AG, Research Division: I was wondering if you could talk a little bit about your comfort level with inventories at retail and your expectations for order patterns over the course of the quarter from your customers.

I'll take a shot at that. It's Eric here, Christian. We've talked about, particularly in the -- using the Outdoor industry as an example, the industry has approached this season very cautiously, and that means that they've bought conservatively because the last 2 winters have been so difficult. So we think it's hard to generalize for global company with 30 brands, but if there was a generalization, it would be that the inventories at retail are in pretty good shape, with the one exception of the denim -- being the denim category, jeans category in China. Other than that, we don't see any issues. And we are positioned to respond to an increase in demand. Our inventories are really clean, right? We ended the quarter with inventories flat on last year, and the math would suggest we're going to grow around 10% in the fourth quarter, and we're starting with flat inventories. So our inventories are clean, and we think the retailers are pretty clean as well, in general.

And we'll go next to Kate McShane with Citi.

With regards to the marketing spend, can you walk us through how soon you saw results from the higher marketing spend when you increased this a year ago and then also 3 years ago? I would assume that one of the objectives of increasing marketing spending in Europe is similar to what you did in the U.S. 3 years ago.

Yes, Kate, it is similar. And the way we look at it is that it's certainly -- we do believe that it will help sell-throughs in the current year. But we believe that most of the benefit would be a next year type of thing. So we look at these as a little bit longer term. We -- as we thought about making these investments, we thought a lot about our -- the plans that we laid out for 2017 and the growth rates over that period of time and what it took to achieve those. So that was really the driving force -- rate driving force in terms of making these investments, so a little bit longer-term view. But -- so again, specifically to your question, I think I'd say that we'll see more benefit in 2014 than we might in 2013.

Okay, great. And part of the benefit, I know, to gross margins was lower product costs. Will you see a similar level of that impacting Q4 gross margins as you did in Q3?

In the third quarter, of the 90 basis points, 50 was mix. So once again, as we've been saying, very, very consistently, we see that mix somewhere in the 50- to 70-basis-point range. And so that implies in the third quarter there was about 40 basis points of improvement coming from cost reductions. As we look to the fourth quarter, so once again, we're looking at about 60 to 70 basis points of improvement, that's what the math implies in our gross margin, and most of that will be driven by mix. Not quite the same level coming from costs, but there may be maybe 10 or 20 basis points versus the 40 that we saw in the third quarter, so a little bit less, and the mix -- though the mix benefit will hold.

And we'll go next to Eric Tracy with Janney Capital Markets.

I guess if I could -- you talked a lot about China broadly and some on Vans. I guess back to North Face, Eric, I think you started to say a little bit of a timing shift there in 3Q, but just wanted to get a little more color there because it does seem to have moderated a bit. And given the stepped-up sort of marketing spend, is there anything sort of structural going on in the region there that we should be thinking about or just more of a timing issue?

No, Eric, it was purely a timing issue. We will get back to growth in the 20% range in the fourth quarter. And The North Face in China was the single biggest investment that we're making. Within the $40 million, The North Face brand in China is our single biggest investment. We have unbelievably low awareness in China and an unbelievably big opportunity, and we hope to move the needle on awareness and sell-through this winter to set us up for a great 2014 in China.

Okay. And then -- and I guess, Bob, following on, on the gross margin, obviously, a lot of sort of structure levers here at work given the mix shift towards higher-margin D2C international. Anything that really -- potential headwinds going into '14 that potentially somewhat mute that? Anything, be it currency, be it structural, that we should be thinking about?

No, not really. We've been pretty consistent in saying that it does feel that we're at a point where we've seen some cost increases and we would expect some level of cost increase then in -- as we look at 2014, and we'll have a lot more to say about that. But no, relative to our story, as I said in my comments, we made huge improvement this year towards that 49.5% goal in 2017, kind of halfway there, actually, in this 1 year. And we continue to expect that we'll move forward towards that 49.5%, and mix will clearly be a significant piece. And relative to any cost increases, with the strength of our brands, we're in a great position to offset those challenges with pricing. So we'll have a lot more to say about that as -- in February.

And we'll go next to Mitch Kummetz with Robert Baird. Mitchel J. Kummetz - Robert W. Baird & Co. Incorporated, Research Division: A couple things. I don't mean to beat gross margin with -- up too much here. I'm just -- on Q4, Bob -- Q3 mix was a 50-basis-point benefit. Q4, I mean, in theory, shouldn't mix be a greater benefit? You've got shifts in the Outdoor & Action Sports coalition that are more favorable in Q4 than Q3. And then I think to your point, you're looking for 10% revenue growth in Q4 and a lot of that coming from D2C, which is, obviously, a high-margin business. So when you guys are saying 50 basis points of mix benefit in Q4, is that just you guys being conservative? It seems like in theory, mix should do more for you there.

Well, we said -- so we said 50 basis points in third quarter, and yes, there's 50 to 60 basis points of -- coming from mix in the fourth quarter. And then filling in the gaps there, we're looking for 60 to 70 basis points, once again, that's what the math would imply, so 10 to 20 basis points coming from costs. So yes, Mitch, you're right, it should be a little stronger on the mix side, and it will be. Mitchel J. Kummetz - Robert W. Baird & Co. Incorporated, Research Division: Okay. And then just on kind of Q4 assumption, you guys mentioned some things on the last call, I just want to be clear that you guys are still looking kind of for the same items. I think last quarter, I think, Eric, you had mentioned that you're looking for sort of modestly or planning for modestly better weather in North America versus last year. And I think specifically, I think Steve mentioned reorders on The North Face up high-single digits, and I can't remember who said this, but I think you're seeing sort of global comp up high-single digits in the back half, and I'm wondering if you can just say what that was in Q3 and kind of what your Q4 outlook for comp is. I just want to go down on some of the assumptions to kind of get to Q4 guidance.

Yes, we're not really -- we don't really give guidance -- comp store guidance, Mitch. But I'll -- let me try to help you some. If you look at our fourth quarter and you do the math, it says that we need to grow about 10% in the fourth quarter to hit the number. Now remember, we had a 2% shift out of the third quarter into the fourth. So you back that up and there's been a -- you start with -- so how does that compare to the third quarter? The third quarter, we were up 5%. And you add 2% to that, you're 7%. So what we're looking for, 1-percentage-point improvement, and that should come. We're going into the quarter with 100 more doors, owned and operated doors, than we had this time last year. Our e-commerce business is our fastest-growing business. And we're spending a lot of money to drive product through our wholesale customers. So all of that, plus a modestly better winter, we're not -- our guidance, as we said all year long, we assumed a more normal winter. We did not assume a blizzard winter. That's really a U.S. discussion because Europe had a good winter last year. Does that give you enough helpful color? Mitchel J. Kummetz - Robert W. Baird & Co. Incorporated, Research Division: Yes, that's helpful. I appreciate that.

And we'll go next to Kimberly Greenberger with Morgan Stanley.

I just wanted to follow up on the gross margin outlook. I'm wondering if you can just help us understand the puts and takes into 2014. Would you expect some of the mix benefits that you're seeing this year to continue into 2014? And then secondarily, on the cost side, it sounds like you're starting to see some slight increases in cost on 2014 orders. Is that coming in labor, materials, both? If you could just help us understand that, that would be great.

Yes, Kimberly, we'll be really happy to lay all that out for you in February in terms of the puts and takes for 2014, but it's just -- it's too early for us to do that at this point in time. And you're right, so I did mention, I think, in terms of VF Corporation, and our competitors would say that it looks like there's some cost pressure coming at us in 2014. We're still working through that. Frankly, a lot of that is going to have to do with the supply and demand rule is always at play in terms of what we'll ultimately pay for, for products. So yes, the cost increases are coming a little bit across the board. There's some in fabrics, there's some just in our overall source costs impacted by labor. So there are a number of factors, I'd say, that will probably impact that, but we'll have a lot more to say about that when we talk about 2014 in February.

But, Kimberly, you are right in your assumption about -- when we laid out our 2017 plan, we said that our growth getting to $17 billion would come disproportionately from growth in our International business, growth in our direct-to-consumer business and growth in Outdoor & Action Sports, all of which have higher margins. And we've talked about that contributing somewhere in the neighborhood of 50 basis points, so I think, Bob, too, annually, over time, and how we're going to get there?

Yes, that's right.

And we're not changing that outlook for the future.

Terrific. That's very helpful. And I was wondering if you could just comment a little bit on Asia with the 2% growth here this quarter. Obviously, China, at high-single digits, is quite good. But is Jeanswear the business that's holding down the Asia growth or is there something else going on there?

Kimberly, this is KH here. You're right, we had this year our weakest quarter. We had Q1 and Q2, which were up double-digit. And we expect Q4 to be again up double-digit. Actually, it would become our strongest quarter. You said it right, we had issues with jeans, which I did say in my script we expect the overhang to be finished and be positive again in Q4. We had also some issues with currency. Timberland's biggest market is Japan, and we had some pressure with the yen. And a similar thing happened in India with the rupee. So I would say there was more extraordinary noise, and we still see big and great opportunities in China.

And we'll go next to John Kernan with Cowen and Company.

A lot of my questions have been answered, but I was just wondering from a strategic perspective and given all the cash that could potentially be on the balance sheet next year and your leverage ratios coming down, would you potentially look outside the U.S. for an acquisition? I mean, historically, I think most of your acquisitions have been U.S.-based brands, but would you look to Europe and Asia for potentially acquiring a brand as well?

Sure, John. Yes, and we have in the past. So the answer to that question would be yes. Certainly, yes. In terms -- and particularly, I'd say, probably a little more Europe than Asia at this point in time, possibly Asia down the road, but at this point, Europe. So sure, we look for brands that ideally we could take across the globe, but also we've looked for brands that have been primarily centered in a region like Europe. And if we can grow them across Europe and get the kind of returns that we and our shareholders are looking for, we would certainly entertain that as a possibility.

And, John, Napa and Kipling are 2 great examples. We rarely talk about this brand, but I think we did mention Kipling lately, it was the fastest-growing brand in sight we have for 2 quarters. So we're very happy with that performance.

And our last question will come from Erinn Murphy with Piper Jaffray.

A lot of them have been answered, but Karl Heinz, I was hoping if you could just maybe comment on how you're feeling about the health of the consumer in Europe right now and maybe just parse it out between Northern and Southern Europe. And then secondly, as it relates that you mentioned briefly the Bread & Butter show and your Timberland brand being showcased there, if you could just speak a little bit more about kind of the appetite -- or the increasing appetite for that brand. Are you seeing kind of new accounts that were being drawn towards the brand or just current accounts going deeper within the product offering?

Thank you for the question. So let's start with the first part, right, the sentiment in Europe. There's no big changes, I would say, in Europe. There are couple of big indicators showing. We are slowly going the right direction, which is good. But I wouldn't say -- there's no radical change to our last call. Having said that, we act to the portfolio of brands, and we act geographically in different areas, so we are clearly using that. And we are pushing where we see bigger opportunities. Emerging market in Europe, which is basically Russia down to Turkey, is a big opportunity, but so are the larger ones like German, Austria, Switzerland, that block. So I would say all in all, no big change, but we are doing pretty well with our brands. Specifically Bread & Butter and Timberland, this was our first time we went to that show with Timberland. We did go with other brands there in the past. Timberland was the first time. I think the response was shockingly strong for us. We did not expect such a response. In terms of participation, we had 3,000 people at the booth, which normally it doesn't happen. But we also did some additional activities around the 40-years history of Timberland. And to make it short, we see Timberland coming in Europe. I said that in the script, we expect Q4 to be positive, first time this year. The sellout data we see are good, especially in footwear, men's footwear, but also on apparel. So all in all, we see the brand coming, and we expect a great 2014.

If that concludes our questions, I'll close with a quick comment. We're focused right now on execution around our holiday season. It's a big season for us. And we're very focused, while investing more in our big brands, to create momentum as we approach 2014. We'll give you the wrap-up of all that on Valentine's Day. Looking forward to talking to you then when we talk about our fourth quarter performance and our 2014 plans. Take care.

Thank you. This does conclude today's conference. We appreciate your participation.