United States securities and exchange commission logo
November 7, 2023
Joseph Alkire
Chief Financial Officer
Kontoor Brands, Inc.
400 N. Elm Street
Greensboro , North Carolina 27401
Re: Kontoor Brands,
Inc.
Form 10-K for the
year ended December 31, 2022
Form 8-K furnished
November 2, 2023
File No. 1-38854
Dear Joseph Alkire:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2022
Macroeconomic Environment and Other Recent Developments, page 25
1. We note your disclosure
that "macroeconomic conditions, including inflation" is a current
trend impacting your
business. We note, for example, your disclosure that gross margins
have been impacted by
'increased product and ocean freight costs due to inflationary
pressures.' In future
filings, please expand your disclosures to identify the principal factors
contributing to the
inflationary pressures the company has experienced and clarify the
resulting impact to the
company, if material. Please also identify actions planned or taken,
if any, to mitigate
inflationary pressures.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
2022 Compared to 2021, page 27
2. We note that inyour
discussion of your results of operations, starting on page 27, you
qualitatively describe
multiple factors that impacted the income statement line items in
each respective
reporting period. For example, your discussion of the year over year
Joseph Alkire
Kontoor Brands, Inc.
November 7, 2023
Page 2
drivers of gross margin was "primarily driven by increased product and
ocean freight
costs due to inflationary pressures, as well as higher provisions for
inventory losses. These
decreases were partially offset by benefits from strategic pricing."
In future filings, please
revise to further describe material changes to a line item in both
quantitative and
qualitative terms for each disclosed component, including the impact
of offsetting factors.
Refer to Item 303(b) of Regulation S-K.
Form 8-K furnished November 2, 2023
2023 Outlook, page 4
3. We note that in the bullet points at the top of the earnings release,
as well as in the 2023
Outlook section on page 4, you disclose several adjusted GAAP
measures. Please revise
future filings to reconcile any forward-looking non-GAAP measures to
the most
comparable GAAP measure, or alternatively, disclose that the
reconciliation cannot be
provided without unreasonable efforts as set forth in Item
10(e)(1)(i)(B) of Regulation S-
K. Also see guidance in Question 102.10(b) of the SEC Staff s
Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures.
Summary of Select GAAP and Non-GAAP Measures, page 15
4. We note that you present a column titled "GAAP" for the three months
ended September
30, 2023 and 2022 and a column titled Adjusted for the three
months ended September
30, 2022. We also note that measures for EBIT and EBITDA are included
under the
GAAP columns. Please note that both EBIT and EBITDA are considered
Non-GAAP
financial measures and should not be included in a column that is
labeled as
GAAP. Please revise future filings accordingly.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Charles Eastman at 202-551-3794 or Claire Erlanger at
202-551-3301 with
any questions.
FirstName LastNameJoseph Alkire Sincerely,
Comapany NameKontoor Brands, Inc.
Division of
Corporation Finance
November 7, 2023 Page 2 Office of
Manufacturing
FirstName LastName