Hello, and welcome to the VF Corporation Fourth Quarter 2024 Earnings Call. [Operator Instructions] A question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It’s now my pleasure to turn the floor over to Vice President of Investor Relations, Allegra Perry. Please go ahead, Allegra.

Good afternoon, and welcome to VF Corporation's fourth quarter fiscal 2024 conference call. Participants on today's call will make forward-looking statements. These statements are based on current expectations and are subject to uncertainties that could cause actual results to differ materially. These uncertainties are detailed in documents filed regularly with the SEC. Unless otherwise noted, amounts referred to on today's call will be on an adjusted constant dollar basis which we've defined in the press release that was issued this afternoon, and which we use as lead numbers in our discussion, because we believe they more accurately represent the true operational performance and underlying results of our business. You may also hear us refer to reported amounts, which are in accordance with U.S. GAAP. Reconciliations of GAAP measures to adjusted amounts can be found in the supplemental financial tables included in the press release, which identify and quantify all excluded items and provide management's view of why this information is useful to investors. Joining me on the call will be VF's President and Chief Executive Officer, Bracken Darrell; EVP, Chief Commercial Officer, and President, Emerging Brands, Martino Scabbia Guerrini; and EVP and Chief Financial Officer, Matt Puckett. Following our prepared remarks, we'll open the call for questions. I'll now hand over to Bracken.

Thanks so much for joining us. I finished 10 months here, and we've made a lot of progress. I'll begin today with a deep dive on our Reinvent program and why I'm confident we'll position VF to return to strong, sustainable growth. Then I'll briefly touch on our financial results before turning it over to Martino and Matt. While I've discussed Reinvent on our prior calls, I'd like to go a few layers deeper today, so you can have a better understanding of how we're approaching this, the progress we've made so far and what's next. Almost everything is playing out as I expected it would when I took the role. We've taken the tough medicine that we needed to return to growth. Key organizational changes, leadership changes and strategic moves have largely been executed by the time we get to the end of my first year, and I feel really, really good about them. Reinvent, which we introduced back in Q2, is fundamentally how we get back to strong growth. Some perceive this as a simple restructuring plan or tactical steps. It wasn't and it isn't. Reinvent is a blueprint for transforming a company from declining to growing. It has three key phases running in parallel: reset, ignite, and accelerate. Reset is focused on a reset of the U.S. business, Vans, the cost base, and the balance sheet. Ignite is about elevating how we show up in front of the customer. Here our focus is on product, design innovation and merchandising, on commercial excellence and brand building. Our reset and ignite phases are occurring in parallel and together we'll set the stage for the third phase which will be accelerating growth. Before I get into details on the reset phase, let me talk a little bit about people. No…

Thank you, Bracken, and good day everyone. Nice to speak to you again in my new role of Chief Commercial Officer at VF, where I oversee our newly created global commercial organization and our emerging brands. Today, I'm going to give you some additional details on our key priorities within this new operating model. These details will be primarily focused on the Americas, the region where we see the biggest incremental opportunities and we stand to benefit the most from leveraging processes and tools that have led to commercial success in Europe and Asia. Three key messages I want to leave you with. One, we're driving our integrated marketplace strategy with speed and agility and clear focus on our best wholesale partners. Two, we're elevating our retail execution in DTC, direct-to-consumer across brick and mortar and digital. Three, we're driving commercial excellence through our operating model, scaling new capabilities and best practices across regions. First, integrated marketplace strategy. Integrated marketplace strategy is an holistic view across the channels to elevate our brand execution and capture consumers engagement at every touch point. We see opportunities to perform better across wholesale and DTC. We're making clear choices and we're executing intensely against those choices in each region and across brands. As the macro cycle adjusts and inventories return to normalized levels, an impeccable marketplace as a cushion is critical to take back market share and drive growth across portfolio, starting from our Americas region even more than anywhere else. We continue to see a strategic place for wholesale in our model, and we believe we can be much stronger with key strategic partners. As we roll out our regional commercial model and transfer best practice across region, our immediate focus is on establishing robust marketplace management processes in the Americas, supported by…

Thanks, Martino, and good afternoon, everyone. My plan today is to give you a high level overview of fiscal 2024, a more in-depth review of Q4 results and highlight some themes for our key areas of focus and some guardrails for fiscal '25. We closed out our fiscal year having made further progress on the initial phase of reinvent. And even though our fiscal year '24 P&L results remain difficult with revenue down 11% and adjusted earnings per share of $0.74 we delivered against our near-term balance sheet and cash flow objectives. We exceeded our free cash flow guidance largely driven by lower working capital namely inventory, with $804 million generated for the year, which I'll cover in more detail in a minute. Now turning to our fourth quarter results, which were largely in line with our expectations. Throughout Q4, we continue to take proactive measures to improve our operating performance and strengthen our business and balance sheet, while implementing additional actions as part of the Reinvent transformation program. We advanced the work against the strategic portfolio review, which is now complete and are on track with our plan to continue paying down debt and strengthening our balance sheet. While the underlying financial results from Q4 remain challenging, there was a slight sequential improvement relative to last quarter and importantly we've seen some encouraging developments stemming from the recent actions we have taken. Now let's unpack the performance starting with the areas we guided on, inventory, cash flow and liquidity where we delivered stronger results than anticipated. First on inventory, we made significant progress in the quarter, a direct benefit of our ongoing efforts to clean up the marketplace and operate with a more efficient level of inventories across each of our businesses. Inventory declined by 23% in the quarter…

[Operator Instructions] Our first question is coming from Michael Bennett from Evercore ISI.

Let me ask, Bracken, you spoke to Vans Europe DTC turning positive. Can you just help us maybe connect the dots in that market a little bit more? I know you like that as a leading indicator. You said this is happening with the inventory cleaned up, the DTC turned positive. Is it safe to say that inventories in the wholesale channel there also had to be clean for that to happen in direct-to-consumer? And if so, are there any signs of improvements in the forward season order books from wholesale that we can look to or thoughts that we can anything we can maybe think about as far as order book stabilizing similar to DTC as the I guess, I'm trying to think, are there reasons to think the rebuild there will be more uneven between the channels? Or is DTC or do you see some evidence that DTC could be a leading indicator on wholesale?

Okay. Yes, just to start. Thank you, Michael, and great to hear from you. Yes, I do think as I think I mentioned in the last call and I mentioned in the opening today, I do think that turnaround start in one channel or one part of the world and then they start to spread, not virally but systematically and I think that's where, that's what we're seeing now in Europe. I'm going to let Martino answer the specific question about Europe and DTC versus wholesale, but I think you can generally say that I think we're seeing we're going to see wholesale come pretty quickly there, but DTC is already positive. Go ahead, Martino.

Thank you, Bracken. Hi, Michael. Nice to hear from you. I think people see direct-to-consumer in Europe has definitely improved and is simply driven by focus and experience, a bit of newness starting to get traction and definitely a better assortment mix that allows a much stronger conversion from consumers. So that was a little bit of set traffic that may remain challenging, but we will see an improved engagement with the brand. At the same time, we have better inventories in the marketplace as we discussed. And definitely we see search trends improving and we see a better opportunity to win with our partners that are really interested in the brand. They love the brand, they want to engage with the brand and they want to win again together with us. So we've been, I think, creating the conditions to now work against that opportunity.

Yes. And if I can just add, I think it is a good leading indicator because we were never as overloaded in the channels in Europe as we were in the Americas, which meant the cleanup in Americas didn't need to happen in Europe, same way.

Next question is coming from Laurent Vasilescu from BNP Paribas.

Bracken, I'd love to ask about The North Face. I know Nicole is not on the call tonight. But in the press release it says, ongoing wholesale weakness in the U.S. Can you maybe just give a little bit of framework around there? How do we think about I know you're not guiding by brands or by revenues for the company, but how do we think about North Face overall for this coming year?

Yes, the overall the ongoing wholesale weakness is especially true in the U.S. and in the kind of winter apparel products. So, I think that's very relevant. I'm going to let, I'm going to start to let Martino take a lot of these regional questions and I'll buy brands, so I'll let you take this one.

Yes. I think one comment is about honestly our performance overall in the Americas region and specifically in the wholesale channel. I think it's been one of our key challenges. You probably know the numbers that we lost there. But also this is our biggest information opportunity and TNF can North Face can definitely lead into that. The brand specifically has now the opportunity to double down on the stronger partnership that we are really focused to reset and actually strategically frame for the future in the Americas, the wholesale market. So I would say, it's a bit of a common opportunity or issue so far in the Americas region across brands and the opportunity for the North Face to deleverage into their strength to have a more relevant and more diversified and more segmented play into the Americas distribution, including also higher tiers of the distribution.

We're not guiding brand, certainly not by brand by region of the world. But I continue to be very bullish about the aerospace. I think it's a great brand, great position. We have a lot of awesome products out and coming and we're going to continue to invest at the same kind of rate in both product and brand building.

And then, Matt, if I heard correctly, I think you said you expect you're going to pay down the $1 billion tranche in December. Should we assume refinancing of the $750 million that comes due in April? And if so, how should we think about interest expense for fiscal year '25? I don't know if you can kind of give us some guardrails for the audience on that front.

Yes. You want me to take that one, Bracken?

Yes. Why don't you go ahead, Matt?

Yes. So, yes, what I said in the prepared remarks there was that we can end we'll end the year with more than $2 billion liquidity which contemplates the pay down of the $1 billion in December, right. So that's going to come from we've got a little bit excess cash on the balance sheet coming into the year. We are going to generate quite a bit of cash. We kind of talked about what that is. And then, quite honestly, probably a little bit of an increase in short-term borrowings that we would kind of fund with and pay back pretty quickly just from cash from the business. So that's the assumptions there. And I think you're right. I mean, you start to do the math, it gets pretty difficult to see the $750 million not needing to be refinanced barring other actions, which obviously we're aggressively looking at some other things, right. And we talked about the strategic portfolio review is now complete and obviously ongoing work there associated with that. So, but I think you have the math right. The other thing on interest, it will be modestly lower year-over-year, but not dramatically so.

And if I could just add and Matt said it, but we don't have any intention to refinance any of that.

Next question today is coming from Simeon Siegel from BMO Capital Markets.

Hey, good afternoon, everyone. And Matt, just want to again wish you best of luck in the next chapter. Bracken, just to follow-up on the last one, nice to hear about the positivity around North Face. Just maybe higher level, how do you think about The North Face revenue declines? How do they differ from Vans? Like, any thoughts on just diagnosing the depth of any potential declines there would probably be helpful. And then sorry if I missed it. Did you give North Face's wholesale sell in versus sell through? Just trying to think through what the challenge at U.S. Wholesale North Face versus its growth tells you about the brand and how people are seeing it? Thanks, guys.

I'm going to take the first one, I'm going to let Matt handle the second one. But yes, I'd say, overall, I feel very good about The North Face. I think we're in quite a different position from Vans. The growth in The North Face in general is not concentrated in a few styles. It's really broad based and we've got a very strong portfolio. We have strong dynamics across the world in The North Face and very strong in China. But, I think in general, we have a lot of share gain opportunity over time. The underlying sell out continues to be strong, it was 7% this quarter. It's been strong and strong around the world by the way. So, I think we're in a really different position. We had a question last quarter and we said you'll see DTC continue to be stronger than it has been. Matt, you want to answer that question about sell out versus sell-through in our phase?

Yes. I think, Simeon, what I would say is sellout generally been pretty good, right. I said in my comments that outerwear overall across the year was good and growing and that was across channels. Another factor here as we've talked a lot about reset, there's really no real reset actions happening in The North Face because inventories at wholesale were in a pretty good place and we sold in less this year, right. The fall order books were down. We said that from the very beginning of the year, some of that is the continued residual kind of challenges we had from disappointing the marketplace couple of seasons ago, right. And so, we need to build back credibility in terms of on time deliveries and sell-through etcetera that is happening. And obviously as we look forward into future seasons, we'll start to see the benefit of some of those things.

If I could just add one more thing, Simeon. It's just hard not to bring up the Americas operating model of the past in the context of any of our brands and certainly true in The North Face. We underperformed in the Americas in general for several years, many years. So, as we bring that operating model in, I'm really bullish on that too. I think over time, it's really going to take hold and we're going to see a pretty dramatic improvement in The North Face and in the Americas. Don't expect that this quarter or next quarter, but it's going to come.

Next question is coming from Brooke Roach from Goldman Sachs.

I wanted to follow-up on the inventory and marketplace cleanup actions that you've taken, including SKU count reductions in both DTC and wholesale, will that initiative be complete at the end of the first quarter? And as a result, how are you thinking about the puts and takes to gross margin between promotion, pricing and mix relative to other items that might be driving your gross margin for the year?

Thank you, Brooke, and great to hear from you. I'm going to make a high-level comment, but then I'm going to hand it off to Matt. Yes, generally speaking, those actions are going to be complete by the end of first quarter, but not the, we may or may not be fully complete on selling through the rest of that inventory that we brought back, which is what Matt referenced in his opening remarks. Matt, you want to finish that?

Yes, for sure. So, I'll just be, I'll be pretty definitive. We're largely done, Brooke, with the actual reset actions meaning getting the marketplace, the full price marketplace clean, right. So getting inventory out of the system obviously selling through and clearing through excesses through the season as well. So that's in a pretty good place. We will have a residual impact at a minimum through the first quarter fairly meaningfully as we sell-through some of that inventory that we pulled out of the full price channels, right. We're going to sell-through that in clearance channels largely in our own outlets, right. And so that's kind of the story there. But looking beyond that and you think about kind of the puts and takes of margin in the fiscal '25 and kind of through the year, there's several things to consider. I mean, mix benefits will continue. There will be a lot there will be less than they were in fiscal '24 would be the expectation as wholesale in the Americas generally improves a bit across time. Product costs are not going to be an issue. If anything, they could be slightly down on a full year basis in fiscal '25. Foreign currency which has been a meaningful headwind will be less so. It will still be a bit of a headwind, but not to the degree that it has been. And then of course you've got the impact of the actions themselves. We're going to be cleaner from an inventory standpoint. Marketplace appears to be cleaner. Hard to know exactly what the market place will do and what consumers will do across the year. But certainly we're coming into the year cleaner. So, those are the key things I think to pay attention to.

Yes. If I could just add one last comment. I think the way to think about it is this chapter as Matt said, this chapter on reset, resetting the marketplace for Vans is largely done. We just got the residual effects of selling through what we brought back through our own outlets.

Next question is coming from Matthew Boss from JPMorgan.

Bracken, I wanted to pick up maybe where you just left off. So on Vans, what actions do remain as part of the reset phase or where do you see us today versus the potential bottom at Vans? How do you feel about inventory on hand? And just what's the timeline to scale some of the new product innovation that you cited in your remarks?

I'm really excited about the new product innovations happening. Going back into my opening remarks, we launched the new school very early in my tenure at the company and through really strong marketing and a great product, it's now the number two style. So, I think it shows that we can launch a new style and turn it into a strong franchise almost out of the gate. We just recently launched the AVE 2.0, which is the best skate shoe that's ever been made, I believe, certainly our best skate shoe ever and it's done very, very well out of the gate. It's a niche product that's really focused on skaters. But stay tuned because we're going to have news on that for everybody soon. So I feel good about the steps we're taking, but there's so much more ahead of us and so much more we can do. You asked, do I feel like we're at the bottom? I feel like we're either at the bottom or super close. I really do believe we're going to speak. I could see the turn ahead through the tunnel. I'm not going to sit here and predict the quarter for you, but I can see it coming. I love the fact that we DTC went positive in Europe this quarter, that's a great sign. Google search trends much better now than they were in the last three months versus last 12 months. Again, things can wobble when you're looking at external data, but that feels good. So, I think there's some real green shoots here.

And then maybe just a follow-up, across the organization, what holds currently remain in terms of different leadership position sell this out?

I think we talked about my leadership team in the opening and I'm super excited about that. I have to say I'm really proud and excited that we've been able to attract somebody like Brent Hyder who came from Salesforce, he was CHRO there, company is 25x larger than ours, but he is now he is a unicorn. He has such a strong background in the retail industry that preceded his time at Salesforce. And then we've attracted Abhishek Dalmia, who came from BCG, but it's been time with Lululemon and really has extremely strong background in this industry. His primary focus was the apparel and footwear industry at BCG for 7 or 8 years. So, and I could go on and on. So, I'm really excited about the people we've brought in here. We've got, there's several jobs that we're filling right now. So the Americas President role, for example, will be in internal promotion, and we're really excited about him and he's going in there. We announced today that we'll have new Vans presence come in. You're never completely finished when it comes to people, because there's always some people coming in and some people going out, and I feel really good about where we are.

Next question is coming from Dana Telsey from Telsey Advisory Group.

Bracken, as you think about the portfolio restructuring and how I think as you mentioned, turning over nothing is a sacred cow, so to speak, where are you in that process? What does it look like? And when do you think we'll have an update on any particular changes?

Yes, thanks for the question. I was hoping I'd get this one. First of all, I just have to say I feel so lucky that we're sitting here with such an incredibly rich assortment of brands to deal with, which gives us great optionality. The portfolio review is complete and so we're acting. We made a decision not to share what we're acting on or what we might be doing publicly, but you can believe completely that we are acting and we have optionality there. So, we have multiple directions to go. I can't give you the timeframe when you'll see those actions come out, but we will obviously, we're going to announce them when they do. But I feel very good about where we are and very good about the review.

And just following up on that, when you think about the channels of distribution, wholesale, digital and your own physical store base, in digital and your physical store base, what are you seeing there? And is the store base going to stay at the same level? What's your view in the capital allocation to it?

First of all, they're all three supercritical and I would not prioritize one over the other. They each play a different role. And I think the mistake that could be made and probably hasn't made in our industry is to swing the pendulum in one direction or another. I think, boy, you don't know if you're winning if you're not in wholesale, because you might just be winning in a private room. And if you're only in wholesale, you're not taking advantage of the amazing brand strength we have. We're lucky because we have a very balanced distribution model between our own brick and mortar and online DTC and of course wholesale. We have not done as good a job on wholesale. We have not done a good job in our own retail especially in the Americas as we could have and we are ending stores. We are probably down about 115 stores over the last two years in Vans. We'll probably drop another 40 this year. So, we're aggressively and [indiscernible] had said 20% reduction in total fleet, if I got that right, Matt. So, we're pretty aggressively managing the store count there, but I think they're really smart decisions. And you want to add anything, Martino, you can.

Yes. I think what is important is the integrated marketplace view, how we're going to look at the channels and the consumer journey and how we're going to try to be a better version of ourselves anywhere. I think I spoke about full integrated approach to wholesale, stronger partnership with the winners globally. And I think more dynamic innovation in our stores with new formats, new concepts, testing, adopting and then scale across regions. So, when I speak about that in Shanghai and then adopting them into Europe or elevating our flagships first in Europe and adopted in the future in U.S., that's I think the agility and the opportunity that we have more than ever. And to Bracken's point, we have two legs in the way we're going to walk and hopefully run and it's really half and half. It's wholesale and direct-to-consumer and in all the best ways that we can innovate within.

Next question today is coming from Lorraine Hutchinson from Bank of America.

I wanted to follow-up on the $600 million of the cash flow target. What exactly is included in that? Is that the just sale, the APAC business, anything else? Just wondering what noncore assets you had planned when you put that $600 million together?

Hi, Lorraine. The $600 million is free cash flow plus a little bit of benefit from noncore asset sales. It's not brand sales at all. So these are physical assets. We said we were eliminating our aviation program, a little bit of that got done in fiscal '24. Most of that will occur in '25 in terms of the selloff of those assets. A couple of smaller things are building as part of that, but most of the $600 million in the probably 90% range is kind of free cash flow and there's a little bit coming from sales of assets.

If I could double that, I'll take it back to that comment though to say we have been extremely aggressive about consolidating space, about, as Matt said, exiting the expensive aircraft program that we had and should not have in the context of a turnaround like this. So, you can bet we're going to be out of this place in that hangar pretty quickly now as we enter the new fiscal year. Even where we couldn't re lease space, we have pulled our space together. So, for example, we've dropped two floors in our Denver office to really bring people together. We'll probably release that and get some benefit from that, but the real focus is to get the culture moving in a fast, intense, urgent way where people are in the office and running into each other, so creativity can happen and a sense of urgency can be felt across the company. And we're doing that across all of our sites. We're moving from two buildings to one building here in Costa Mesa where I am today at Vans. So, it's a generalized practice and you can feel the energy returning.

Great. And then, Bracken, I think you mentioned that you don't have any intention of refinancing the debt. Would that imply brand sales would come ahead of the $750 million maturity?

Yes.

Next question today is coming from Bob Drbul from Guggenheim.

Bracken, I was wondering if you could just talk a little bit more about your decision to bring in Paul Vogel, sort of what attracted you to him as a candidate? And then I guess the other thing is, can you just give us an update on what you're seeing with Supreme and sort of the outlook there that you might be willing to share? Thanks.

Yes, I'll start with Supreme. Supreme continues to be a strong performer. We don't report those public those numbers transparently publicly, but you can bet they look good. We feel really good about them. The team is executing very well. I'm really proud of their performance. And this quarter they opened we got a little piece of Shanghai in the period and a quarter of so. So, we're up to it's a very low store count, very high sales per store and it's just performing very well. And I have said, I've learned a lot from the Supreme team and what things we can do throughout the rest of the year. Paul, we went through a very broad and deep slate of candidates across multiple industries and multiple parts of the world to really get to Paul Vogel and I feel very good about him. I think the best CFOs are have a strong backbone, they're tough, but they also have EQ and especially that's super important in the context of transformation and culture like we're going through here. So, I especially like Paul, because he does have that he started in finance, he went through IR, he then spent good solid length of time at a lot of transition and change at Spotify and worked under one of the top and most respected CFOs in Silicon Valley, Netflix and then to Spotify, Barry McCarthy. Barry had a stint at Peloton after that, but he really is a super CFO by every account and he really trained for all. So, the combination of all those things and then just Paul's interpersonal skills really took him straight to the top.

Next question today is coming from Paul Lejuez from Citigroup.

Within that free cash flow guidance, can you talk about how you plan to manage inventory and working capital, whether you're assuming a benefit from inventory this year or you're just too low at this point? Also, I'm not sure if I missed it, but did you say what the CapEx was, and if you could give that number and just how it breaks down on spend? Thanks.

Yes. So, we didn't say anything specific about inventory. We made a lot of progress in fiscal '24. Actually, we got further than we thought we would get in terms of bringing those levels down, which is a tribute to across the organization, both on the kind of the supply side as well as kind of getting it sell-through and managed in the marketplace. So kudos to the team. So we end the year in a much better place than when we began the year and by little better than we thought we would be. I'd be remiss if I said we still didn't have some opportunity and we expect to continue to bring it down. But it'll be pretty modest next year at least in our assumptions. So I'd say kind of low to mid-single digit decline in inventory is what we're thinking about. So a much more modest impact next year from overall working capital relative to inventory. CapEx, we didn't say, but it won't be so different from where we've been.

About the breakdown on that CapEx in stores, new stores, maintenance and even share?

Yes. So, I'm not going to give you numbers, but I will say percentage wise is a little bit more focused toward consumer facing right in terms of stores and both new stores as well as refreshment and remodeling of the current store base.

Next question is coming from Adrienne Yih from Barclays.

Great. Thank you very much. Matt, thanks for all your help over the years and best of luck. So my first question, Bracken, is for you on inventory. When you, oftentimes when you take a kind of big cut at inventory, you kind of take a broad brush approach. It's obviously TNF was cleaner. How much in style or SKU reduction has been done and how did you strategically kind of go through that, the different categories? And then, Matt, any notion of the forecast for the end of FY '25 leverage ratio or how should we think about net debt? I guess, excluding asset sales? Thank you.

Thank you very much, Adrienne. I'll start with the inventory kind. I would say it was pretty surgical. Our inventory reduction really focused, especially when you talk about the inventory in the channel. We are really our real focus here was to clear out the channel of some of the older icons, so we have room for progressive products to flow in or newer products to flow in like New School. And so I think that is going to serve us super well over the next coming quarters. Matt you want to answer the second part of that question.

Yes, nothing on leverage. We haven't given a number there and aren't prepared to do that. But you could probably do the math yourself relative to the net debt. But it's going to be down a few $100 million based on I'll call it the base plan which doesn't include any brand asset sales. But as Bracken indicated ultimately that's not our plan. Our plan is to ensure that we're positioned to pay off that $750 million which is due in April and honestly could be paid in March with no penalty as well.

Next question is coming from Jonathan Komp from Baird.

If I could just follow-up on the $600 million cash outlook for the year. I know you've talked about embedding sequential improvement in the top line. Could I ask if that outlook implies getting back to growth at some point for total revenue during the year at some point? And then just separately one follow-up, Bracken, I don't know if you and Paul have talked or have a view, given the discussion about the improving predictability and forecasting ability. Is there a point in the near future you're thinking about is the right timing to reinstall your broader financial targets? Thanks again.

Yes. Okay. Let me answer the first one. I'm going to effectively dodge your question about it. We did say sequential improvements. I hope they're sequential and that they're consistent across the year. I think, generally speaking, when you look across the year, you're going to see us get better and better. I will not answer your question about whether we're going to be that's going to show a positive number by the end of the year, but we'll come back to that. I'm pretty optimistic about the business in general. You can feel it, I hope you can feel it. In terms of reinstating guidance, Paul and I have talked about a lot of things, not that one. We talked about that in his early interviews. I think we all like the idea of reinstating guidance. We've now got five consecutive months of predictability relative to where we were in the past. I mean, really it's a big change. I also feel good about steps taken across the business to really improve the overall performance and make future improvement on top of this predictability a reality. So, stay tuned. I don't think we're too far away, but we're not ready to do that today.

Next question is coming from Ike Boruchow from Wells Fargo.

Matt, just a couple of quick ones. Just like CapEx, I think you said kind of similar as historical or something like that. Is it kind of same response for D&A as well?

D&A will be a little bit lower because there were some one time write offs in fiscal '24 that probably won't repeat to the same degree, but it will be closer to where we were if you look back to kind of fiscal '23 I would suggest.

And then I know you're not going to give an exact number, but maybe just looking at Q4, Q4's gross margin decline as kind of giving us context. The way you're kind of talking about the clearance activity needed in the first quarter, it sounds like it's going to be a larger erosion sequentially versus 4Q. Is there any way to put context on how much impact we should expect, however you'd like to answer that. And then my question, just to follow that one up is, after the first quarter, like are you quote/unquote clean? Like do you think the gross margins can start to flatten out? Or is there more work to be done even after the first quarter?

See, Matt, before you answer that, maybe I'm going to add another question, because I want to get this out and make sure this discussion is clear about Q1. Why don't you give a general overview of Q1, Matt, since we set up those guardrails, the opening to let's close on?

Yes. So the two things we talked about, right, revenue and margins, let me just let me give you a little bit more color there. I think that's that'll be helpful for everybody. We said top line similar to Q4 excluding the reset, right. So we reported down 13 reset a couple of points, so that it give you a sense there. I think I would say it's a couple of things to remember as you think about that. It's the smallest quarter of the year, has a little bit more outsized exposure to the Americas region from a penetration standpoint. Americas is kind of 55% of the business in the first quarter and a little less than 50% even in the most recent quarter, right. So, there's that. Remember the spring '24 wholesale order books, which impacted fiscal, '24 Q4 will kind of comparably impact Q1. Order books are written across the season, right. So, the implications from Q4 extend into Q1. We'd have a little bit different expectation as we look into later parts of the year and future seasons. And then, we're comping a really big growth number in the APAC region last year, which was nearly 20% as kind of post COVID reopenings where there were some pent up demand in the marketplace. We're planning a little more conservatively and the two-year stack for the region will still be double digits, but much more modest in terms of our expectations in short-term. So a little bit of color there to help you, I think understand why we think the thing, while we think overall it looks the same on the surface for Q1, but there's some factors. Gross margin, I'll just tell you, it'll be down relatively similar to what it was in Q4 from a year-over-year point of view. I think that's the simplest way to think about it and probably gives you everything you need.

Our final question today is coming from Sam Poser from Williams Trading.

Thank you for taking my question. I think you've covered almost everything. I guess you've chose, it sounds to me, one, you've chosen the brands you want to potentially sell. The tax issue has been going on for a while. So is there any update there? And two, as far as thinking about how the expenses fall away in the year-over-year expenses in the first quarter just to complete the whole picture there. Can you, Matt, maybe help us with that? And I'm sorry to see you go.

Let me start with the tax, then I'll hand it back to Matt on the expenses. On tax, what I would say about the update I'll give you on PACs is, wow, PACs is really a good business. It continues to perform very well at the top and bottom line. And we have made our decisions in the portfolio review and PACs is for sale. We have optionality in our review. So, that's all I would really say. Matt, you want to have it pass that, you want to answer that question?

Yes. So for SG&A, we are starting to see reductions, right, and we saw a little bit in Q4. Actually fiscal '24 spend was down about 3% on a constant dollar basis. So we are seeing reductions. The benefits of the actions we're taking around cost savings, we've gotten something that's coming in terms of I'd say an acceleration of that as we move in and through fiscal '25. So I think that's one thing, but remember some of that is going to hit gross margin, not so not all of its SG&A, probably more like 85%, 90% of it will hit SG&A. And we're going to reinvest. We've talked about quarter to a third or maybe a little bit higher than that depending on circumstance and our confidence in the places that we're looking to reinvest. So, we're going to start seeing that be more meaningful as we look forward and get more kind of more certain in terms of those directions. We've got incentive compensation that is a headwind and other inflationary factors whether it's compensation, merit, things like that, certainly inflationary factors in our stores and our distribution centers. So there's several puts and takes, but the underlying cost savings program will accelerate and we're really focused on rightsizing and driving the SG&A down, the underlying SG&A down to an appropriate level given where we are from a business standpoint and at the same time looking to reinvest. And I think that's the intent of the program as we started it and that remains exactly where we are.

Thank you. We have reached the end of our question-and-answer session. I'd like to turn the floor back over to Bracken for any further or closing comments.

Thank you. Thank you, Sam. I just want to say three things or four things. I'm super excited about the team here. I'm even more excited about the actions because they've already happened and they're ongoing. And it's great to see green shoots start to come through in some of these areas we've been talking about. So, I think those are a good indication of what's to come. I do want to just close on that. This is as we said since last earnings call, Paul will be in the next one and I would really like to take the opportunity to thank you for your really terrific contributions over 23 years of service to VF. We will always be grateful for all the years you've worked here and how dedicated you've been, the positive impact you've had from start to finish. And it will be felt that will be felt way beyond your tenure, Matt. So thank you. And thanks to all of you for joining the call.

Thank you. That does conclude today's teleconference. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today.