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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(Mark One)

|      |  |                                                                                                                                            
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|[X]   |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended August 31, 2002 or  
|     
|[   ] |  | Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from                  to

Commission File Number 0-19402



VANS, INC.
(Exact Name of Registrant as Specified in its Charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 33-0272893                          
|(State or Other Jurisdiction
of Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)



15700 Shoemaker Avenue
Santa Fe Springs, California 90670-5515
(Address of Principal Executive Offices) (Zip Code)



(562) 565-8267
(Registrants Telephone Number, Including Area Code)



Not applicable
(Former Name, Former Address and Formal Fiscal Year,
if Changed Since Last Report)



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to
such filing requirements for the past 90 days.   YES  [X]   NO  [   ]

Indicate the number of shares outstanding of each of the registrants
classes of common stock, as of the latest practicable date: 17,998,787 shares
of Common Stock, $.001 par value, as of October 10, 2002.





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TABLE OF CONTENTS



|                             |                                                                                               |                                                      |  |  |  |  |  | 
|---------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | ITEM 1. FINANCIAL STATEMENTS.                                                                
|                             |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                             |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS       
|                             |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                             |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                             | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                             | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                             | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II OTHER INFORMATION   
|                             | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                  
|EXHIBIT 10.1                
|EXHIBIT 10.2                
|EXHIBIT 10.3                
|EXHIBIT 99.1                
|EXHIBIT 99.2                



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##### Table of Contents






PART I
FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS.




VANS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AUGUST 31, 2002 (UNAUDITED) AND MAY 31, 2002
(AMOUNTS IN THOUSANDS)

|                                                                                                                                                           |                                                                                                                                     |                            |         |        |         |            |         |         |         |  |  | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ------ | ------- | ---------- | ------- | ------- | ------- |  |  | 
|                                                                                                                                                           |                                                                                                                                     |                            |         |        |         | AUGUST 31, |         | MAY 31,
|                                                                                                                                                           |                                                                                                                                     |                            |         |        |         | 2002       |         | 2002   
|                                                                                                                                                           |                                                                                                                                     |                            |         |        |         |            |         |        
|ASSETS                                                                                                                                                    
|Current assets:                                                                                                                                            |                                                                                                                                     |                            |         |        |         |            |         |        
|                                                                                                                                                           | Cash                                                                                                                                |                            | $       | 39,904 |         |            | $       | 28,447  |        
|                                                                                                                                                           | Marketable and debt securities                                                                                                      |                            |         | 8,293  |         |            |         | 27,544  |        
|                                                                                                                                                           | Accounts receivable, net of allowance for doubtful accounts of $5,108 and $4,226
at August 31, 2002, and May 31, 2002, respectively |                            |         | 54,984 |         |            |         | 28,024  |        
|                                                                                                                                                           | Inventories                                                                                                                         |                            |         | 43,090 |         |            |         | 48,835  |        
|                                                                                                                                                           | Deferred tax assets                                                                                                                 |                            |         | 9,337  |         |            |         | 9,260   |        
|                                                                                                                                                           | Prepaid and other expenses                                                                                                          |                            |         | 8,901  |         |            |         | 14,957  |        
|                                                                                                                                                           |                                                                                                                                     |                            |         |        |         |            |         |        
|                                                                                                                                                           |                                                                                                                                     | Total current assets       |         |        | 164,509 |            |         |         | 157,067 | 
|                                                                                                                                                           | Property, plant and equipment, net                                                                                                  |                            |         | 43,798 |         |            |         | 41,127  |        
|                                                                                                                                                           | Trademarks and patents, net of accumulated amortization of $832 and $644 at
August 31, 2002, and May 31, 2002, respectively         |                            |         | 15,850 |         |            |         | 15,926  |        
|                                                                                                                                                           | Goodwill                                                                                                                            |                            |         | 34,753 |         |            |         | 33,752  |        
|                                                                                                                                                           | Other assets                                                                                                                        |                            |         | 9,010  |         |            |         | 8,855   |        
|                                                                                                                                                           |                                                                                                                                     |                            |         |        |         |            |         |        
|                                                                                                                                                           |                                                                                                                                     | Total Assets               |         | $      | 267,920 |            |         | $       | 256,727 | 
|                                                                                                                                                           |                                                                                                                                     |                            |         |        |         |            |         |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                      
|Current liabilities:                                                                                                                                      
|                                                                                                                                                           | Short-term borrowings                                                                                                               |                            | $       | 1,259  |         |            | $       | 5,451   |        
|                                                                                                                                                           | Accounts payable                                                                                                                    |                            |         | 18,949 |         |            |         | 16,578  |        
|                                                                                                                                                           | Accrued liabilities                                                                                                                 |                            |         | 13,165 |         |            |         | 10,197  |        
|                                                                                                                                                           | Income taxes payable                                                                                                                |                            |         | 8,456  |         |            |         | 2,946   |        
|                                                                                                                                                           |                                                                                                                                     |                            |         |        |         |            |         |        
|                                                                                                                                                           |                                                                                                                                     | Total current liabilities  |         |        | 41,829  |            |         |         | 35,172  | 
|Deferred tax liabilities                                                                                                                                   |                                                                                                                                     |                            | 11,481  |        |         |            | 10,480  |        
|Long-term debt                                                                                                                                             |                                                                                                                                     |                            | 2,952   |        |         |            | 3,192   |        
|                                                                                                                                                           |                                                                                                                                     |                            |         |        |         |            |         |        
|                                                                                                                                                           |                                                                                                                                     | Total Liabilities          |         |        | 56,262  |            |         |         | 48,844  | 
|                                                                                                                                                           |                                                                                                                                     |                            |         |        |         |            |         |        
|Minority interest                                                                                                                                          |                                                                                                                                     |                            | 2,663   |        |         |            | 3,576   |        
|Stockholders equity:                                                                                                                                      |                                                                                                                                     |                            |         |        |         |            |         |        
|Common stock, $.001 par value, 40,000 shares authorized, 17,907 and 18,302 shares
issued and outstanding at August 31, 2002 and May 31, 2002, respectively |                                                                                                                                     |                            | 18      |        |         |            | 18      |        
|Accumulated other comprehensive income                                                                                                                     |                                                                                                                                     |                            | (965    | )      |         |            | (2,344  | )      
|Additional paid-in capital                                                                                                                                 |                                                                                                                                     |                            | 187,349 |        |         |            | 189,462 |        
|Retained earnings                                                                                                                                          |                                                                                                                                     |                            | 22,593  |        |         |            | 17,171  |        
|                                                                                                                                                           |                                                                                                                                     |                            |         |        |         |            |         |        
|                                                                                                                                                           |                                                                                                                                     | Total Stockholders Equity |         |        | 208,995 |            |         |         | 204,307 | 
|                                                                                                                                                           |                                                                                                                                     |                            |         |        |         |            |         |        
|Total Liabilities and Stockholders Equity                                                                                                                 |                                                                                                                                     | $                          | 267,920 |        |         | $          | 256,727 |        
|                                                                                                                                                           |                                                                                                                                     |                            |         |        |         |            |         |        

See accompanying notes to condensed consolidated financial statements.

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VANS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
THIRTEEN WEEKS ENDED AUGUST 31, 2002 AND SEPTEMBER 1, 2001
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
(unaudited)

|                                |                                                    |                         |        |         |        |                      |        |              |        |  |  | 
|------------------------------- | -------------------------------------------------- | ----------------------- | ------ | ------- | ------ | -------------------- | ------ | ------------ | ------ |  |  | 
|                                |                                                    |                         |        |         |        | THIRTEEN WEEKS ENDED
|                                |                                                    |                         |        |         |        |                     
|                                |                                                    |                         |        |         |        | AUGUST 31,           |        | SEPTEMBER 1,
|                                |                                                    |                         |        |         |        | 2002                 |        | 2001        
|                                |                                                    |                         |        |         |        |                      |        |             
|Retail sales                    |                                                    | $                       | 36,004 |         |        | $                    | 33,601 |             
|National sales                  |                                                    |                         | 55,569 |         |        |                      | 53,172 |             
|International sales             |                                                    |                         | 33,060 |         |        |                      | 31,287 |             
|                                |                                                    |                         |        |         |        |                      |        |             
|                                | Net sales                                          |                         |        | 124,633 |        |                      |        | 118,060      |       
|Cost of sales                   |                                                    |                         | 72,522 |         |        |                      | 62,721 |             
|                                |                                                    |                         |        |         |        |                      |        |             
|                                | Gross profit                                       |                         |        | 52,111  |        |                      |        | 55,339       |       
|Operating Expenses:             |                                                    |                         |        |         |        |                      |        |             
|                                | Retail                                             |                         |        | 17,691  |        |                      |        | 13,867       |       
|                                | Marketing, advertising and promotion               |                         |        | 10,722  |        |                      |        | 11,271       |       
|                                | Selling, distribution and general & administrative |                         |        | 14,240  |        |                      |        | 13,631       |       
|                                | Provision for doubtful accounts                    |                         |        | 502     |        |                      |        | 150          |       
|                                | Amortization of intangibles                        |                         |        | 188     |        |                      |        | 41           |       
|                                |                                                    |                         |        |         |        |                      |        |             
|Total operating expenses        |                                                    |                         | 43,343 |         |        |                      | 38,960 |             
|Earnings from operations        |                                                    |                         | 8,768  |         |        |                      | 16,379 |             
|Interest income                 |                                                    |                         | 446    |         |        |                      | 518    |             
|Interest and debt expense       |                                                    |                         | (178   | )       |        |                      | (383   | )           
|Other income (expense), net     |                                                    |                         | (762   | )       |        |                      | 103    |             
|                                |                                                    |                         |        |         |        |                      |        |             
|Earnings before taxes           |                                                    |                         | 8,274  |         |        |                      | 16,617 |             
|Income tax expense              |                                                    |                         | 2,482  |         |        |                      | 4,985  |             
|Minority share of income        |                                                    |                         | 371    |         |        |                      | 289    |             
|                                |                                                    |                         |        |         |        |                      |        |             
|Net income                      |                                                    | $                       | 5,421  |         |        | $                    | 11,343 |             
|                                |                                                    |                         |        |         |        |                      |        |             
|Earnings per share information: |                                                    |                         |        |         |        |                      |        |             
|                                | Basic:                                             |                         |        |         |        |                      |        |              |       
|                                |                                                    | Weighted average shares |        |         | 18,166 |                      |        |              | 17,658 | 
|                                |                                                    | Net earnings per share  |        | $       | 0.30   |                      |        | $            | 0.64   | 
|                                |                                                    |                         |        |         |        |                      |        |             
|                                | Diluted:                                           |                         |        |         |        |                      |        |              |       
|                                |                                                    | Weighted average shares |        |         | 18,352 |                      |        |              | 18,641 | 
|                                |                                                    | Net earnings per share  |        | $       | 0.30   |                      |        | $            | 0.61   | 
|                                |                                                    |                         |        |         |        |                      |        |             

See accompanying notes to condensed consolidated financial statements

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VANS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THIRTEEN WEEKS ENDED AUGUST 31, 2002 AND SEPTEMBER 1, 2001
(AMOUNTS IN THOUSANDS)
(unaudited)

|                                                                                              |                                                                             |                            |                                                      |       |                      |        |              |       |         |         |  
|--------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | -------------------------- | ---------------------------------------------------- | ----- | -------------------- | ------ | ------------ | ----- | ------- | ------- | -
|                                                                                              |                                                                             |                            |                                                      |       | THIRTEEN WEEKS ENDED
|                                                                                              |                                                                             |                            |                                                      |       |                     
|                                                                                              |                                                                             |                            |                                                      |       | AUGUST 31,           |        | SEPTEMBER 1,
|                                                                                              |                                                                             |                            |                                                      |       | 2002                 |        | 2001        
|                                                                                              |                                                                             |                            |                                                      |       |                      |        |             
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                         |                                                                             |                            |                                                      |       |                      |        |              |      
|Net earnings                                                                                  |                                                                             | $                          | 5,421                                                |       |                      | $      | 11,343       |      
|Adjustments
to reconcile net earnings to net cash provided by (used in) operating activities: |                                                                             |                            |                                                      |       |                      |        |              |      
|                                                                                              | Depreciation and amortization                                               |                            |                                                      | 2,625 |                      |        |              | 1,779 |        
|                                                                                              | Net loss on sale of property, plant and equipment                           |                            |                                                      | 27    |                      |        |              | 44    |        
|                                                                                              | Minority share of income                                                    |                            |                                                      | 371   |                      |        |              | 289   |        
|                                                                                              | Provision for losses on accounts receivable and sales returns               |                            |                                                      | 876   |                      |        |              | 151   |        
|                                                                                              | Changes in assets and liabilities, net of effects of business acquisitions: |                            |                                                      |       |                      |        |              |       |        
|                                                                                              |                                                                             | Accounts receivable        |                                                      |       | (28,229              | )      |              |       | (21,020 | )      
|                                                                                              |                                                                             | Inventories                |                                                      |       | 6,308                |        |              |       | (6,123  | )      
|                                                                                              |                                                                             | Deferred income taxes      |                                                      |       | 924                  |        |              |       | (120    | )      
|                                                                                              |                                                                             | Prepaid and other expenses |                                                      |       | 6,056                |        |              |       | 125     |        
|                                                                                              |                                                                             | Other assets               |                                                      |       | (322                 | )      |              |       | 160     |        
|                                                                                              |                                                                             | Accounts payable           |                                                      |       | 1,705                |        |              |       | (2,215  | )      
|                                                                                              |                                                                             | Accrued liabilities        |                                                      |       | 3,183                |        |              |       | (1,120  | )      
|                                                                                              |                                                                             | Income taxes payable       |                                                      |       | 5,510                |        |              |       | 1,580   |        
|                                                                                              |                                                                             |                            |                                                      |       |                      |        |              |      
|                                                                                              |                                                                             |                            | Net cash provided by (used in) operating activities  |       |                      | 4,455  |              |       |         | (15,127 | )
|                                                                                              |                                                                             |                            |                                                      |       |                      |        |              |      
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                         |                                                                             |                            |                                                      |       |                      |        |              |      
|Purchases of property, plant and equipment                                                    |                                                                             |                            | (5,176                                               | )     |                      |        | (5,539       | )    
|Investments in other companies                                                                |                                                                             |                            | (982                                                 | )     |                      |        |             |      
|Purchases of marketable securities                                                            |                                                                             |                            | (516                                                 | )     |                      |        |             |      
|Maturities of marketable securities                                                           |                                                                             |                            | 1,015                                                |       |                      |        |             |      
|Sales of marketable securities                                                                |                                                                             |                            | 18,752                                               |       |                      |        |             |      
|Proceeds from sale of property, plant and equipment                                           |                                                                             |                            |                                                     |       |                      |        | 3            |      
|Proceeds from sale of investment                                                              |                                                                             |                            | 75                                                   |       |                      |        |             |      
|                                                                                              |                                                                             |                            |                                                      |       |                      |        |              |      
|                                                                                              |                                                                             |                            | Net cash provided by (used in) investing activities  |       |                      | 13,168 |              |       |         | (5,536  | )
|                                                                                              |                                                                             |                            |                                                      |       |                      |        |              |      
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                         |                                                                             |                            |                                                      |       |                      |        |              |      
|Payments on short term borrowings, net                                                        |                                                                             |                            | (4,192                                               | )     |                      |        | (1,974       | )    
|Proceeds
from (payments on) long term debt                                                    |                                                                             |                            | (240                                                 | )     |                      |        | 1,115        |      
|Consolidated subsidiary dividends paid to minority shareholders                               |                                                                             |                            | (198                                                 | )     |                      |        | (228         | )    
|Proceeds from issuance of common stock                                                        |                                                                             |                            | 71                                                   |       |                      |        | 9,606        |      
|Payment for repurchase of common stock                                                        |                                                                             |                            | (2,184                                               | )     |                      |        |             |      
|                                                                                              |                                                                             |                            |                                                      |       |                      |        |              |      
|                                                                                              |                                                                             |                            | Net cash provided by financing activities            |       |                      | (6,743 | )            |       |         | 8,519   |  
|Effect of exchange rate changes on cash and cash equivalents                                  |                                                                             |                            | 577                                                  |       |                      |        | 444          |      
|                                                                                              |                                                                             |                            |                                                      |       |                      |        |              |      
|                                                                                              |                                                                             |                            | Net
increase (decrease) in cash and cash equivalents |       |                      | 11,457 |              |       |         | (11,700 | )
|Cash and cash equivalents, beginning of period                                                |                                                                             |                            | 28,447                                               |       |                      |        | 59,748       |      
|                                                                                              |                                                                             |                            |                                                      |       |                      |        |              |      
|Cash and cash equivalents, end of period                                                      |                                                                             | $                          | 39,904                                               |       |                      | $      | 48,048       |      
|                                                                                              |                                                                             |                            |                                                      |       |                      |        |              |      
|SUPPLEMENTAL CASH FLOW INFORMATION  AMOUNTS PAID FOR:                                        |                                                                             |                            |                                                      |       |                      |        |              |      
|                                                                                              |                                                                             | Interest                   |                                                      | $     | 163                  |        |              | $     | 31      |        
|                                                                                              |                                                                             | Income taxes paid (refund) |                                                      | $     | (3,251               | )      |              | $     | 3,425   |        

See accompanying notes to condensed consolidated financial statements

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VANS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



|1. |  | The condensed consolidated financial statements included herein are
unaudited and reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of the results of the
interim periods presented. The results of operations for the current
interim periods are not necessarily indicative of results to be expected
for the current year. Certain amounts in the prior period financial
statements have been reclassified to conform to the current period
presentation.                                                                                                                                                                                                                
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | As of August 31, 2002 and May 31, 2002, inventories are substantially
comprised of finished goods.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|3. |  | Basic earnings per share represents net earnings divided by the
weighted-average number of common shares outstanding for the period.
Diluted earnings per share represents net earnings divided by the
weighted-average number of shares outstanding, inclusive of all
potentially dilutive common shares. During the thirteen-week periods ended
August 31, 2002 and September 1, 2001, the difference between the weighted
average number of shares used in the basic computation compared to that
used in the diluted computation was due to the dilutive impact of all
dilutive stock options and restricted stock grants. The reconciliations of
basic to diluted weighted average shares are as follows (in thousands):

|                                                      |  |                      |        |              |  |  |        | 
|----------------------------------------------------- |  | -------------------- | ------ | ------------ |  |  | ------ | 
|                                                      |  | THIRTEEN WEEKS ENDED
|                                                      |  |                     
|                                                      |  | AUGUST 31,           |        | SEPTEMBER 1,
|                                                      |  | 2002                 |        | 2001        
|                                                      |  |                      |        |             
|Weighted average shares
used in basic computation     |  |                      | 18,166 |              |  |  | 17,658 | 
|Restricted stock grant                                |  |                      | 89     |              |  |  | 111    | 
|Dilutive stock options                                |  |                      | 97     |              |  |  | 872    | 
|                                                      |  |                      |        |              |  |  |        | 
|Weighted average shares
used for dilutive
computation |  |                      | 18,352 |              |  |  | 18,641 | 
|                                                      |  |                      |        |              |  |  |        | 



|   |  | For the thirteen-week periods ended August 31, 2002 and September 1, 2001,
respectively, 1,261,789 and 20,000 shares, relating to the possible exercise
of outstanding stock options, were not included in the computation of diluted
earnings per share as their effect would have been anti-dilutive.                                                                                                                                               
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|4. |  | Income taxes for the interim periods were computed using the effective
tax rate estimated to be applicable for the full fiscal year, which is
subject to ongoing review and evaluation by management.                                                                                                                                                                                                                                                 
|  
|5. |  | Our reportable segments are based
on three distinct product sales channels: Retail, National
(wholesale) and International. Sales through our international retail
stores are included in overall international sales. Activities
combined under the other caption below consist of
skatepark sessions and concessions (included in the
Retail total) and the Vans Warped Tour and High Cascade
Snowboard Camp (included in the National total).
|  

|              |  |                                                     |         |       |  |       |        |  |  |   |         | 
|------------- |  | --------------------------------------------------- | ------- | ----- |  | ----- | ------ |  |  | - | ------- | 
|              |  | THIRTEEN
WEEKS ENDED AUGUST 31, 2002 (IN THOUSANDS)
|              |  |                                                    
|              |  | PRODUCTS                                            |         | OTHER |  | TOTAL
|              |  |                                                     |         |       |  |      
|Retail        |  | $                                                   | 33,455  |       |  | $     | 2,549  |  |  | $ | 36,004  | 
|National      |  |                                                     | 45,358  |       |  |       | 10,211 |  |  |   | 55,569  | 
|International |  |                                                     | 33,060  |       |  |       |       |  |  |   | 33,060  | 
|              |  |                                                     |         |       |  |       |        |  |  |   |         | 
|Net sales     |  |                                                     | 111,873 |       |  |       | 12,760 |  |  |   | 124,633 | 
|Cost of sales |  |                                                     | 62,781  |       |  |       | 9,741  |  |  |   | 72,522  | 
|              |  |                                                     |         |       |  |       |        |  |  |   |         | 
|Gross profit  |  | $                                                   | 49,092  |       |  | $     | 3,019  |  |  | $ | 52,111  | 
|              |  |                                                     |         |       |  |       |        |  |  |   |         | 

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|              |  |                                                      |         |       |  |       |       |  |  |   |         | 
|------------- |  | ---------------------------------------------------- | ------- | ----- |  | ----- | ----- |  |  | - | ------- | 
|              |  | THIRTEEN
WEEKS ENDED SEPTEMBER 1, 2001(IN THOUSANDS)
|              |  |                                                     
|              |  | PRODUCTS                                             |         | OTHER |  | TOTAL
|              |  |                                                      |         |       |  |      
|Retail        |  | $                                                    | 31,094  |       |  | $     | 2,507 |  |  | $ | 33,601  | 
|National      |  |                                                      | 51,316  |       |  |       | 1,856 |  |  |   | 53,172  | 
|International |  |                                                      | 31,287  |       |  |       |      |  |  |   | 31,287  | 
|              |  |                                                      |         |       |  |       |       |  |  |   |         | 
|Net sales     |  |                                                      | 113,697 |       |  |       | 4,363 |  |  |   | 118,060 | 
|Cost of sales |  |                                                      | 61,331  |       |  |       | 1,390 |  |  |   | 62,721  | 
|              |  |                                                      |         |       |  |       |       |  |  |   |         | 
|Gross profit  |  | $                                                    | 52,366  |       |  | $     | 2,973 |  |  | $ | 55,339  | 
|              |  |                                                      |         |       |  |       |       |  |  |   |         | 



|6. |  | Effective June 1, 2001, we adopted Statements of Financial Accounting
Standards Board Standards Nos. 141 and 142 on Business Combinations and
Goodwill and Other Intangible Assets which require that we prospectively
cease amortization of goodwill and intangible assets with indefinite
lines and instead conduct periodic tests of such assets for impairment. The intangible asset balances included in
trademarks and patents still subject to amortization are as follows (in
thousands):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                   |  |            |        |         |  |   |        |  
|-------------------------------------------------- |  | ---------- | ------ | ------- |  | - | ------ | -
|                                                   |  | AUGUST 31, |        | MAY 31,
|                                                   |  | 2002       |        | 2002   
|                                                   |  |            |        |        
|Trademarks
and patents not subject to amortization |  | $          | 10,885 |         |  | $ | 10,885 |  
|Trademarks
and patents subject to amortization     |  |            | 5,797  |         |  |   | 5,685  |  
|                                                   |  |            |        |         |  |   |        |  
|Total
trademarks and patents, gross                |  |            | 16,682 |         |  |   | 16,570 |  
|Accumulated
Amortization                           |  |            | (832   | )       |  |   | (644   | )
|                                                   |  |            |        |         |  |   |        |  
|Total
trademarks and patents, net                  |  | $          | 15,850 |         |  | $ | 15,926 |  
|                                                   |  |            |        |         |  |   |        |  

Changes in the carrying amount of goodwill are summarized as follows (in
thousands):

|                                |  |            |        |              |  |   |        | 
|------------------------------- |  | ---------- | ------ | ------------ |  | - | ------ | 
|                                |  | AUGUST 31, |        | SEPTEMBER 1,
|                                |  | 2002       |        | 2001        
|                                |  |            |        |             
|Balance at beginning of quarter |  | $          | 33,752 |              |  | $ | 23,018 | 
|Goodwill acquired               |  | $          | 1,001  |              |  | $ | -0-    | 
|                                |  |            |        |              |  |   |        | 
|Balance at end of quarter       |  | $          | 34,753 |              |  | $ | 23,018 | 
|                                |  |            |        |              |  |   |        | 



|7. |  | Effective June 1, 2001, we adopted Statement of Financial Accounting
Standards No. 133 Accounting for Derivative Instruments and Hedging
Activities which requires us to recognize all derivatives as either
assets or liabilities in the statements of financial position and measure
those instruments at fair value. Derivatives that are not hedges must be
adjusted to fair value through income. Derivatives that are hedges,
depending on the nature of the hedge, are adjusted to fair value with the
effective portion of the adjustment reported in other comprehensive income
until the hedge is recognized in earnings. All ineffective changes in the
derivatives fair value are recognized currently in earnings. The amounts
included in the statements of earnings are immaterial for the periods
presented.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Management believes it is prudent to limit the variability caused by foreign
currency risk. We are exposed to foreign currency risk primarily through our
wholly-owned subsidiaries, Vans Far East Limited (VFEL), whose functional
currency is the euro, and Vans Inc. Limited (VIL), whose functional
currency is the British sterling. The currency risk is created because our
subsidiaries purchases of inventory are priced and settled in U.S. dollars.
To hedge this risk, our subsidiaries enter into cash flow hedges of
forecasted inventory purchases, therefore fixing the cost of the product and
the associated gross margins in their functional currency. As of August 31,
2002, we hedged approximately 100% of our forecasted purchases through the
third quarter of Fiscal 2003.                      
|  
|   |  | Gains or losses recorded in other comprehensive income are reclassified to
cost of goods sold when the product is sold and the revenue recognized. A
portion of the hedge is de-designated when the forecasted purchase occurs and
the U.S. dollar payable is recognized. All of the existing gains or losses
included in other comprehensive income are expected to be reclassified into
earnings within the next 12 months.                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|8. |  | Other comprehensive income (loss) refers to revenue, expenses, gains and
losses that are recorded as an element of stockholders equity but are
excluded from net income. Other comprehensive income is comprised of: (i)
unrealized gains and losses on marketable securities categorized as
available for sale under Statement of Financial Accounting Standards No.
115; (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                             

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| |  | unrealized gains and losses on derivative instruments qualifying as cash flow
hedges; and (iii) foreign currency translation adjustments. The components of
total comprehensive income (loss) for the thirteen-week period ended August
31, 2002 were as follows (in thousands):
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                      |                                               |                              |       |                      |      |              |        |     |      |  
|------------------------------------- | --------------------------------------------- | ---------------------------- | ----- | -------------------- | ---- | ------------ | ------ | --- | ---- | -
|                                      |                                               |                              |       | THIRTEEN WEEKS ENDED
|                                      |                                               |                              |       |                     
|                                      |                                               |                              |       | AUGUST 31,           |      | SEPTEMBER 1,
|                                      |                                               |                              |       | 2002                 |      | 2001        
|                                      |                                               |                              |       |                      |      |             
|Net income                            |                                               | $                            | 5,421 |                      |      | $            | 11,343 |    
|Other comprehensive income (expense): |                                               |                              |       |                      |      |              |        |    
|                                      | Derivatives qualifying as hedges, net of tax: |                              |       |                      |      |              |        |     |     
|                                      |                                               | Net derivative loss          |       |                      | (390 | )            |        |     | (194 | )
|                                      |                                               | Reclassifications to expense |       |                      | (62  | )            |        |     | (12  | )
|                                      | Foreign currency translation adjustments      |                              |       | 1,831                |      |              |        | (60 | )   
|                                      |                                               |                              |       |                      |      |              |        |    
|Total comprehensive income (loss)     |                                               | $                            | 6,800 |                      |      | $            | 11,077 |    
|                                      |                                               |                              |       |                      |      |              |        |    



|9. |  | In February 2002, we acquired majority ownership
of the Vans Warped Tour®, a traveling lifestyle, music and sports festival
that visits top young adult markets throughout North America. On April 15, 2002, we acquired 100% of the outstanding capital stock of Mosa
Extreme Sports, Inc. Mosa manufactures and
distributes Pro-tec brand helmets, protective gear and pads for active
sports.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Selected unaudited pro forma combined results of operations for the
thirteen-week period ended September 1, 2001, assuming the Mosa and Vans
Warped Tour acquisitions occurred on June 1, 2001, compared to our actual
results for the thirteen-week period ended August 31, 2002, are presented as
follows (in thousands):                                                                     

|                       |          |                                |         |                 |        |                   |         |   |        | 
|---------------------- | -------- | ------------------------------ | ------- | --------------- | ------ | ----------------- | ------- | - | ------ | 
|                       |          |                                |         | ACTUAL          |        | PRO FORMA        
|                       |          |                                |         | AUGUST 31, 2002 |        | SEPTEMBER 1, 2001
|                       |          |                                |         |                 |        |                  
|Net sales              |          | $                              | 124,633 |                 |        | $                 | 129,779 |  
|Gross profit           |          | $                              | 52,111  |                 |        | $                 | 58,656  |  
|Operating expenses     |          | $                              | 43,343  |                 |        | $                 | 40,243  |  
|Net income             |          | $                              | 5,421   |                 |        | $                 | 12,729  |  
|Per share information: |          |                                |         |                 |        |                   |         |  
|                       | Basic:   |                                |         |                 |        |                   |         |   |       
|                       |          | Net earnings per share         |         | $               | 0.30   |                   |         | $ | 0.70   | 
|                       |          | Weighted average common shares |         |                 | 18,166 |                   |         |   | 18,247 | 
|                       | Diluted: |                                |         |                 |        |                   |         |   |       
|                       |          | Net earnings per share         |         | $               | 0.30   |                   |         | $ | 0.66   | 
|                       |          | Weighted average common shares |         |                 | 18,352 |                   |         |   | 19,230 | 




ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

The following discussion contains forward-looking statements about our
revenues, earnings, spending, margins, orders, products, plans, strategies and
objectives that involve risk and uncertainties. Forward-looking statements
include any statement that may predict, forecast or imply future results, and
may contain words like believe, anticipate, expect, estimate,
project, or words similar to those. Our actual results could differ
materially from those discussed herein. Factors that could cause or contribute
to such differences include, but are not limited to, those discussed in
footnotes accompanying certain forward-looking statements, as well as those
discussed under the caption Risk Factors on page 14 of our Annual Report on
Form 10-K for the year ended May 31, 2002, and in our press release dated
September 25, 2002.

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In July 2002, a decision was made to terminate our South American joint
ventures located in Brazil, Argentina and Uruguay. Prior to this decision,
these three joint ventures were fully consolidated in our consolidated balance
sheets and statements of earnings. As a result of this decision, we
deconsolidated these joint ventures as of June 30, 2002. We have
no remaining obligations to the joint ventures or investments in the joint
ventures other than our trade
receivables from the joint ventures which were written down to their
estimated realizable value of $1.0 million during the fourth
quarter of fiscal 2002.

OVERVIEW

Vans is a leading global sports and lifestyle company that merchandises,
designs, sources and distributes VANS-branded active-casual and performance
footwear, apparel and accessories for Core Sports. Core Sports, including
skateboarding, snowboarding, surfing, wakeboarding, BMX riding and motocross,
are generally recognized for the fun, creativity and individual achievement
experienced while attempting various tricks or maneuvers within these sports.
Our focus has been proprietary branding with the goal of creating a leadership
position for our brand and a strong emotional connection with our customers.
Our VANS brand targets 10 to 24 year old participants, enthusiasts and
emulators of the Core Sports culture. We have implemented a unique marketing
plan to reach our customers through multiple points of contact which include
owning and operating Core Sports entertainment events and venues, such as the
VANS Triple Crown Series, 12 VANS skateparks and the VANS High Cascade
Snowboard Camp®, sponsoring numerous professional and amateur athletes and the
VANS Warped Tour®, as well as advertising in targeted print and television
media.

CRITICAL ACCOUNTING POLICIES

Our financial condition and results of operations are impacted by the methods,
assumptions and estimates used in the application of critical accounting
policies. Changes in the estimates or other judgements of matters inherently
uncertain that are included within these accounting policies could result in a
significant change to the information presented in the financial statements. We
believe our most critical accounting policies relate to:

Accounts Receivable.We evaluate the collectibility of our accounts
receivable on a case-by-case basis, and make adjustments to the provision for
doubtful accounts for expected losses. We consider such things as ability to
pay, bankruptcy, credit ratings and payment history. For all other accounts, we
estimate the provision for doubtful accounts based on historical experience and
past due status of the accounts. If actual market conditions are less favorable
than those projected by us, additional provisions for doubtful accounts may be
required.

Inventory.Inventories are valued at the lower of cost or market. We
determine finished goods inventories by the first-in, first-out method
(FIFO). We write-down our inventories for estimated obsolescence or
unmarketable inventory equal to the difference between the cost of inventory
and the estimated market value based upon assumptions about future demand and
market conditions. If actual market conditions are less favorable than those
projected by us, additional inventory write-downs may be required.

Impairment Losses on Property, Plant and Equipment.We evaluate the
carrying value of assets for impairment when the assets experience a negative
event (i.e., significant downturn in operations, natural disaster, etc.). When
these events are identified, we review the last two years of operations, for
example, on a store-by-store basis and, if there are increasing trends in
losses, we estimate future undiscounted cash flows. If the projected
undiscounted cash flows do not exceed the carrying value of the assets, we
write-down the assets to fair value based on discounted projected cash flows.
The most significant assumptions we use in this analysis are those made in
estimating future discounted cash flows. In estimating cash flows, we generally
used the financial assumptions in our current budget and our strategic plan and
modify them on a store-by-store basis if other factors should be considered.
Although we believe our assumptions are reasonable given our current operating
performance, any change in market conditions could result in additional
impairment losses.

Impairment losses on Goodwill.Goodwill is tested for impairment annually
at the reporting unit level. The impairment, if any, is measured based on the
estimated fair value of the associated goodwill. Fair value is determined by
using a combination of techniques, such as the traditional present value
approach, the expected cash flow approach, and the multiple of earnings
approach. The most significant assumptions we use in this analysis are those
made in estimating future cash flows. In estimating future cash flows, we
generally use the financial assumptions in our current budget and our strategic
plan including sales and expense growth rates and the discount rate we estimate
to represent our cost of funds.

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RESULTS OF OPERATIONS

The following table sets forth our operating results, expressed as a
percentage of net sales, for the periods indicated.

|                            |                                      |                                                    |                          |      |                      |      |              |      |      |      | 
|--------------------------- | ------------------------------------ | -------------------------------------------------- | ------------------------ | ---- | -------------------- | ---- | ------------ | ---- | ---- | ---- | 
|                            |                                      |                                                    |                          |      | THIRTEEN WEEKS ENDED
|                            |                                      |                                                    |                          |      |                     
|                            |                                      |                                                    |                          |      | AUGUST 31,           |      | SEPTEMBER 1,
|                            |                                      |                                                    |                          |      | 2002                 |      | 2001        
|                            |                                      |                                                    |                          |      |                      |      |             
|Retail sales                |                                      |                                                    | 28.9                     |      |                      |      | 28.5         |     
|National sales              |                                      |                                                    | 44.6                     |      |                      |      | 45.0         |     
|International sales         |                                      |                                                    | 26.5                     |      |                      |      | 26.5         |     
|                            |                                      |                                                    |                          |      |                      |      |              |     
|Net sales                   |                                      |                                                    | 100.0                    | %    |                      |      | 100.0        | %   
|Cost of sales               |                                      |                                                    | 58.2                     |      |                      |      | 53.1         |     
|                            |                                      |                                                    |                          |      |                      |      |              |     
|Gross profit                |                                      |                                                    | 41.8                     |      |                      |      | 46.9         |     
|Operating expenses:         |                                      |                                                    |                          |      |                      |      |              |     
|                            | Retail                               |                                                    |                          | 14.2 |                      |      |              | 11.7 |     
|                            | Marketing, advertising and
promotion |                                                    |                          | 8.6  |                      |      |              | 9.5  |     
|                            | Selling, distribution and G & A      |                                                    |                          | 11.4 |                      |      |              | 11.5 |     
|                            | Provision for doubtful accounts      |                                                    |                          | 0.4  |                      |      |              | 0.1  |     
|                            | Amortization of intangibles          |                                                    |                          | 0.2  |                      |      |              | 0.0  |     
|                            |                                      |                                                    |                          |      |                      |      |              |     
|                            |                                      |                                                    | Total operating expenses |      |                      | 34.8 |              |      |      | 33.0 | 
|                            |                                      |                                                    |                          |      |                      |      |              |     
|                            |                                      | Earnings from operations                           |                          |      | 7.0                  |      |              |      | 13.9 |     
|Interest income             |                                      |                                                    | 0.4                      |      |                      |      | 0.4          |     
|Interest and debt expense   |                                      |                                                    | (0.1                     | )    |                      |      | (0.3         | )   
|Other income (expense), net |                                      |                                                    | (0.6                     | )    |                      |      | 0.1          |     
|                            |                                      |                                                    |                          |      |                      |      |              |     
|                            |                                      | Earnings before income taxes
and minority interest |                          |      | 6.6                  |      |              |      | 14.1 |     
|Income tax expense          |                                      |                                                    | 2.0                      |      |                      |      | 4.2          |     
|Minority share of income    |                                      |                                                    | 0.3                      |      |                      |      | 0.2          |     
|                            |                                      |                                                    |                          |      |                      |      |              |     
|Net income                  |                                      |                                                    | 4.3                      | %    |                      |      | 9.6          | %   
|                            |                                      |                                                    |                          |      |                      |      |              |     

QUARTERLY PERIOD ENDED AUGUST 31, 2002 (Q1 FISCAL 2003), AS COMPARED TO
QUARTERLY PERIOD ENDED SEPTEMBER 1, 2001 (Q1 FISCAL 2002)

Net Sales

Net sales for Q1 Fiscal 2003 increased 5.6% to $124.6 million from $118.0
million for Q1 Fiscal 2002. The sales increase was the net effect of changes
in all three of our sales channels, as discussed below.

Retail sales, which includes sales through our U.S. retail stores,
increased 7.2% to $36.0 million in Q1 Fiscal 2003 from $33.6 million in Q1
Fiscal 2002. This increase was driven by the addition of 19 stores, including
four skateparks, over the last year. Comparable store sales (excluding revenue
from concessions and skate sessions at our skateparks) declined 4.9%
year-over-year, primarily due to a year-over-year decline in average selling
price of 7.0% across all of our stores.

National sales, which includes all U.S. sales except sales through our
U.S. retail stores, increased 4.5% to $55.6 million in Q1 Fiscal 2003 from
$53.2 million in Q1 Fiscal 2002. This increase was primarily due to the
acquisition of the Pro-tec brand and the Vans Warped Tour®. We acquired the
Pro-tec brand and the Vans Warped Tour in the second half of fiscal 2002.
Excluding revenue from these two acquisitions, National sales decreased 16.9%
to $44.2 million in Q1 Fiscal 2003 from $53.2 million in Q1 Fiscal 2002,
primarily due to a 51% sales decrease in our womens footwear product line.

International sales, which include sales through our seven European
stores, increased 5.8% to $33.1 million in Q1 Fiscal 2003 from $31.3 million in
Q1 Fiscal 2002. This increase was primarily due to a $5.4 million increase in
European sales, which was partially offset by a decrease of $1.0 million in
sales to Pacific Rim and Latin American distributors and a $1.5 million
decrease attributable to the deconsolidation of the South American joint
ventures discussed above. Due to this deconsolidation, Q1 Fiscal 2003 results
included only one month of sales for the South American joint ventures.

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Gross Profit

Gross profit decreased 5.8% to $52.1 million in Q1 Fiscal 2003 from $55.3
million in Q1 Fiscal 2003. As a percentage of net sales, gross profit decreased
to 41.8% for Q1 Fiscal 2003, versus 46.9% for Q1 Fiscal 2002, primarily due to
the absence of margin contribution from the newly acquired Vans Warped Tour in
Q1 Fiscal 2003, the liquidation of certain excess inventory at no margin which
was reserved for in the fourth quarter of fiscal 2002, a 7.0% decrease in
average selling price across all of our retail stores, and the continued
decline in sessions at our skateparks.

Earnings from Operations

Our earnings from operations decreased 46.5% to $8.8 million in Q1 Fiscal
2003, versus $16.4 million in Q1 Fiscal 2002. As a percentage of sales,
earnings from operations decreased to 7.0% for Q1 Fiscal 2003 versus 13.9% last
year. Operating expenses in Q1 Fiscal 2003 increased 11.3% to $43.3 million
from $39.0 million in Q1 Fiscal 2002. As a percentage of sales, operating
expenses increased to 34.8% versus 33.0% last year. The material components of
the increase in operating expenses are discussed below.

Retail.Retail expenses increased 27.6% to $17.7 million in Q1 Fiscal 2003
from $13.9 million in Q1 Fiscal 2002, primarily due to increased costs of
approximately $3.2 million associated with the expansion of our retail division
by the net addition of 19 new stores, including four skateparks.

Marketing, advertising and promotion.Marketing, advertising and promotion
expenses decreased 4.9% to $10.7 million in Q1 Fiscal 2003 from $11.3 million
in Q1 Fiscal 2002, primarily due to a planned decrease in advertising
expenditures related to the back-to-school selling season.

Selling, distribution, general and administrative.Selling, distribution,
general and administrative expenses increased 4.5% to $14.2 million in Q1
Fiscal 2003 from $13.6 million in Q1 Fiscal 2002, primarily due to: (i)
increased costs due to the growth of sales in Europe; and (ii) increased costs
due to the acquisition of the Pro-tec brand in the fourth quarter of Fiscal
2002, partially offset by the deconsolidation of our South American joint
ventures and decreased corporate expenditures due to headcount and other cost
reductions.

Provision for doubtful accounts.The amount that was added to the
allowance for doubtful accounts increased to $503,000 in Q1 Fiscal 2003 from
$151,000 in Q1 Fiscal 2002, primarily due to: (i) a specific reserve primarily
related to the failure of one of our service providers to make timely payments
under its contract; and (ii) an increase to the U.S. wholesale reserve
based on an analysis of our aged receivables in Q1 Fiscal 2003 as compared to
Q1 Fiscal 2002.

Interest and Debt Expense

Interest and debt expense decreased to $178,000 for Q1 Fiscal 2003 from
$383,000 in Q1 Fiscal 2002, primarily due to decreased borrowings under our
credit facility. See Liquidity and Capital Resources  Borrowings.

Other (Income) Expense, Net

Other (income) expense, net, primarily consists of royalty payments
received from the non-footwear related licensing of our trademarks, exchange
rate gains and losses, and rental income. Other (income) expense, net,
decreased to $762,000 of expense for Q1 Fiscal 2003 from $103,000 of income for
Q1 Fiscal 2002, primarily due to: (i) foreign currency losses recognized in
South America prior to the deconsolidation of our joint ventures in Brazil,
Argentina and Uruguay; and (ii) foreign currency losses in Europe.

Income Tax Expense

Income tax expense decreased to $2.5 million in Q1 Fiscal 2003 from $5.0
million in Q1 Fiscal 2002, primarily as a result of the decrease in earnings
discussed above. Our effective tax rate was 30% in Q1 Fiscal 2003 and Q1 Fiscal
2002.

Liquidity and Capital Resources

Cash Flows

We have historically financed our operations with a combination of cash
flows from operations, borrowings under a credit facility and the sale of
equity securities. In May 2001, we completed an underwritten public offering of
our common stock. In connection with

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the offering, 2.8 million shares of our common stock were sold for net
proceeds of $60.1 million. In June 2001, an additional 420,000 shares were sold
for net proceeds of $9.2 million to cover over-allotments. Most of the
remaining proceeds of such offering are currently being used for general
corporate purposes, including the repurchase of our common stock pursuant to
the share repurchase program we adopted on September 21, 2001. Certain of the
proceeds were used to repay debt.

We experienced an inflow of cash from operating activities of $4.5 million
for Q1 Fiscal 2003, compared to an outflow of $15.1 million for the same period
a year ago. Cash provided by operations during Q1 Fiscal 2003 primarily
resulted from earnings, the add-back for depreciation and amortization of $2.6
million, a decrease in prepaids of $6.1 million, a decrease in
inventories of $6.3 million, and an increase in liabilities
of $10.4 million. These cash inflows were partially offset by an increase of
$28.2 million in accounts receivable. Cash used in operations during Q1 Fiscal 2002 was primarily due
to an increase of $21.0 million in accounts receivable, an increase of $6.1
million in inventory, and a net decrease of $1.8 million in liabilities. These
cash outflows were partially offset by earnings and the add-back for
depreciation and amortization.

We had a net cash inflow from investing activities of $13.2 million in Q1
Fiscal 2003, compared to a net cash outflow of $5.5 million in the same period
a year ago. The net cash inflow in Q1 Fiscal 2003 was primarily due to a
decrease in marketable and debt securities of $19.3 million, partially offset
by capital expenditures of $5.2 million. The net cash outflow in Q1 Fiscal
2002 was primarily due to capital expenditures of $5.5 million.

We had a net cash outflow from financing activities of $6.7 million in Q1
Fiscal 2003, compared to a net cash inflow of $8.5 million for the same period
a year ago. The net cash outflow in Q1 Fiscal 2003 was primarily due to
payments on short-term borrowings of $4.2 million and repurchases of our common
stock totaling $2.2 million. The net cash inflow in Q1 Fiscal 2002 was
primarily due to the completion of the sale of our common stock in the public
offering to cover over-allotments, partially offset by payments on short term
borrowings of $2.0 million.

Accounts receivable, net of the allowance for doubtful accounts, increased
from $28.0 million at May 31, 2002, to $55.0 million at August 31, 2002,
primarily due to the seasonality of our sales. Historically, first quarter
revenues are significantly higher than fourth quarter revenues. Inventories
decreased to $43.1 million at August 31, 2002, from $48.8 million at May 31,
2002, primarily due to the seasonality of our sales.

Borrowings

We maintain a $45.0 million unsecured revolving credit facility pursuant
to a credit agreement with several lenders. This credit facility permits us to
utilize the funds thereof for general corporate purposes, capital expenditures,
acquisitions and stock repurchases.

The revolving credit facility expires on April 30, 2004. We have the
option to pay interest on revolving line of credit advances at a rate equal to
either LIBOR plus a margin, or the base rate plus a margin. The LIBOR rate
margin and the base rate margin are based on our ratio of Funded Debt to
EBITDA, each as defined in the credit agreement.

Under the credit agreement, we must maintain certain financial covenants
and are prohibited from engaging in certain transactions or taking certain
corporate actions, such as the payment of dividends, without the consent of the
lenders. At August 31, 2002, we had no borrowings under the credit facility and
were in full compliance with all of the financial covenants thereunder.

Vans Latinoamericana, our subsidiary for Mexico, maintains a note payable
to Tavistock Holdings A.G., a 49.99% owner of Vans Latinoamericana. The loans
evidenced by the note were made by Tavistock pursuant to a shareholders
agreement requiring Tavistock to provide operating capital, on an as-needed
basis, in the form of loans to Vans Latinoamericana. At August 31, 2002, the
aggregate outstanding balance under the note was $2.5 million.

Share Repurchase Program

On September 21, 2001, we adopted a 1.0 million share repurchase program.
Through the date of this report, we had repurchased 455,700 shares under the
program for an aggregate of $2.8 million.

Capital Expenditures

Our material commitments for capital expenditures are currently primarily
related to the opening and remodeling of retail stores and the opening of one
skatepark. We have opened eight full price stores to date in fiscal 2003 and
currently plan to open one more store in the balance of fiscal 2003. We also
plan to remodel approximately seven existing stores in the balance of fiscal
2003. We estimate the aggregate cost of these new stores and remodels to be
approximately $2.0 million.

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We also plan to open one skatepark in calendar year 2003 and estimate our
portion of the cost of this park to be approximately $3.0 million.

Capital Resources

Our liquid asset position at August 31, 2002, consisted of cash and money
market mutual funds of $39.9 million and $8.3 million of investment grade
federal agency notes, corporate bonds and asset-backed debt securities with
remaining maturities of three months to two years. This compares to cash and
money market mutual funds of $28.4 million and marketable securities of $27.5
million at September 1, 2001. We believe our capital resources, including the
availability under our credit facility and cash flow from operations, will be
sufficient to fund our operations and capital expenditures and anticipated
growth plan for the foreseeable future.*

NEW ACCOUNTING PRONOUNCEMENTS

Effective June 1, 2002, we adopted Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets (SFAS 144), which addresses the impairment for all tangible assets.
SFAS 144 became effective for us in Q1 Fiscal 2003. The adoption of SFAS No.
144 had no financial impact to our financial statements.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement 13 and Technical
Corrections (SFAS No. 145), which became effective for us in fiscal 2003.
SFAS 145 eliminates the classification of debt extinguishment activity as
extraordinary items; eliminates inconsistencies in lease modification
treatment; and makes various technical corrections or clarifications of other
existing authoritative pronouncements. The adoption of SFAS No. 145 had no
financial impact to our financial statements.

In July 2002, the FASB issued SFAS No. 146, Accounting For Costs
Associated With Exit or Disposal Activities (SFAS 146), which addresses
financial accounting and reporting for costs associated with exit or disposal
activities and nullifies EITF Issue No. 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). SFAS 146 is effective
for exit or disposal activities that are initiated after December 31, 2002,
with earlier application encouraged. We do not expect that the impact of
adopting SFAS No. 146 will be material to our financial statements.

SEASONALITY

The following table contains unaudited selected quarterly financial data
for the eight quarters ended August 31, 2002, and this data as a percentage of
net sales. In the opinion of management, this unaudited information has been
prepared on the same basis as the audited information and includes all
adjustments necessary to fairly present the information set forth therein.
Results of a particular quarter are not necessarily indicative of the results
for any subsequent quarter.











---

|* |  | Note: This is a forward-looking statement. Our actual cash requirements could
differ materially. Important factors that could cause our need for additional
capital to change include: (i) our rate of growth; (ii) the number of new
stores we decide to open and the number of store remodels we undertake; (iii)
the amount of stock we repurchase under our repurchase program; (iv) our
ability to effectively manage our inventory levels; (v) timing differences in
payment for our foreign-sourced product; and (vi) slowing in the U.S. and
global economies which could materially impact our business.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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QUARTERLY RESULTS
(DOLLARS IN THOUSANDS)

|                              |                                            |  |               |        |               |  |         |        |              |  |             |        |          |  |         |         |            |  |   |        |    |  |   |        |    |  |   |         |    |  |   |         |   
|----------------------------- | ------------------------------------------ |  | ------------- | ------ | ------------- |  | ------- | ------ | ------------ |  | ----------- | ------ | -------- |  | ------- | ------- | ---------- |  | - | ------ | -- |  | - | ------ | -- |  | - | ------- | -- |  | - | ------- | --
|                              |                                            |  | QUARTER ENDED |        | QUARTER ENDED
|                              |                                            |  |               |        |              
|                              |                                            |  | NOVEMBER 25,  |        | FEBRUARY 24,  |  | MAY 31, |        | SEPTEMBER 1, |  | DECEMBER 1, |        | MARCH 2, |  | MAY 31, |         | AUGUST 31,
|                              |                                            |  | 2000          |        | 2001          |  | 2001    |        | 2001         |  | 2001        |        | 2002     |  | 2002    |         | 2002      
|                              |                                            |  |               |        |               |  |         |        |              |  |             |        |          |  |         |         |           
|STATEMENT OF
OPERATIONS DATA: |                                            |  |               |        |               |  |         |        |              |  |             |        |          |  |         |         |            |  |   |        |    |  |   |        |    |  |   |         |    |  |   |        
|                              | Net sales                                  |  | $             | 74,520 |               |  | $       | 80,865 |              |  | $           | 85,231 |          |  | $       | 118,060 |            |  | $ | 68,333 |    |  | $ | 82,151 |    |  | $ | 63,807  |    |  | $ | 124,633 |   
|                              | Gross profit                               |  |               | 32,452 |               |  |         | 34,299 |              |  |             | 37,519 |          |  |         | 55,339  |            |  |   | 33,260 |    |  |   | 37,737 |    |  |   | 26,042  |    |  |   | 52,111  |   
|                              | Earnings from
operations                   |  |               | 5,656  |               |  |         | 3,816  |              |  |             | 4,640  |          |  |         | 16,379  |            |  |   | 1,327  |    |  |   | 641    |    |  |   | (20,323 | )  |  |   | 8,768   |   
|                              | Net income                                 |  |               | 3,204  |               |  |         | 2,015  |              |  |             | 2,699  |          |  |         | 11,343  |            |  |   | 513    |    |  |   | 483    |    |  |   | (14,934 | )  |  |   | 5,421   |   
|AS A PERCENTAGE OF
NET SALES: |                                            |  |               |        |               |  |         |        |              |  |             |        |          |  |         |         |            |  |   |        |    |  |   |        |    |  |   |         |    |  |   |        
|                              | Net sales                                  |  |               | 100    | %             |  |         | 100    | %            |  |             | 100    | %        |  |         | 100     | %          |  |   | 100    | %  |  |   | 100    | %  |  |   | 100     | %  |  |   | 100     | % 
|                              | Gross profit                               |  |               | 44     |               |  |         | 42     |              |  |             | 44     |          |  |         | 47      |            |  |   | 49     |    |  |   | 46     |    |  |   | 41      |    |  |   | 42      |   
|                              | Earnings from operations                   |  |               | 8      |               |  |         | 5      |              |  |             | 6      |          |  |         | 14      |            |  |   | 2      |    |  |   | 1      |    |  |   | (32     | )  |  |   | 7       |   
|                              | Net income                                 |  |               | 4      |               |  |         | 2      |              |  |             | 3      |          |  |         | 10      |            |  |   | 1      |    |  |   | 1      |    |  |   | (23     | )  |  |   | 4       |   
|                              | Comparable store sales
Increase (decrease) |  |               | 16.8   | %             |  |         | 16.3   | %            |  |             | 9.2    | %        |  |         | 4.7     | %          |  |   | (8.9   | )% |  |   | (5.1   | )% |  |   | (7.4    | )% |  |   | (4.9    | )%

Our business is seasonal, with the largest percentage of net income and
U.S. sales realized in the first fiscal quarter (June through August), the
back to school selling months. In addition, because snowboarding is a winter
sport, sales of our snowboard boots and the Switch Autolock binding system have
historically been strongest in the first and second fiscal quarters (June
through November).

In addition to seasonal fluctuations, our operating results fluctuate
quarter-to-quarter as a result of the timing of marketing expenditures and
holidays, weather, timing of shipments, product mix, cost of materials and the
mix between wholesale and retail channels. Because of such fluctuations, the
results of operations of any quarter are not necessarily indicative of the
results that may be achieved for a full fiscal year or any future quarter. In
addition, there can be no assurance that our future results will be consistent
with past results or the projections of securities analysts.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our exposure to market risk associated with changes in interest rates
relates primarily to our debt obligations. The revolving line of credit bears
interest at a rate equal to either (i) LIBOR plus a margin, or (ii) a base rate
plus a margin. The margins are based on our rate of Funded Debt to EBITDA,
each as defined in the credit agreement. See Item 2. Managements Discussion
and Analysis of Financial Condition and Results of Operations  Liquidity and
Capital Resources. As of August 31, 2002, we had no amounts outstanding under
the credit agreement. However, for each $1.0 million outstanding annually under
the agreement, a hypothetical increase of 100 basis points in short-term
interest rates would result in a reduction of approximately $10,000 in annual
pre-tax earnings. We do not use derivative or other financial instruments to
hedge interest rate risks.

Foreign Currency Risk

We operate our business and sell our products in a number of countries
throughout the world and, as a result, we are exposed to movements on foreign
currency exchange rates. Although we have most of our products manufactured
outside of the United States on a per order basis, these purchases are made in
U.S. dollars. The major foreign currency exposure for us involves Europe, Latin
America and Japan. In particular, weaknesses in Latin American economies in
fiscal 2002, particularly Argentina, negatively affected our Latin American
business. Our exposure in Latin America consists primarily of our intercompany
trade receivable of $3.7 million, of which $1.7 million relates to Mexico and
$2.0 million relates to Argentina, Brazil and Uruguay. In the fourth quarter of
fiscal 2002, we established a reserve of $1.6 million against our intercompany
receivable due from Brazil, Argentina and Uruguay as these joint ventures have
experienced significant operating declines as a result of the regions economic
difficulties. In July 2002, we made the decision to close our joint venture
operations in these countries, and as of July 1, 2002, the entities for the
joint venture operations are no longer consolidated in our balance sheet.

In order to protect against the volatility associated with earnings
currency translations, we may, from time to time, utilize forward foreign
exchange contracts and/or foreign currency options with durations of generally
from three to 12 months. As of August 31, 2002, we had $18.8 million
outstanding in foreign exchange forward contracts, which were entered into to
hedge specific transactions denominated in currencies other than the U.S.
dollar.

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ITEM 4. CONTROLS AND PROCEDURES

As of a date within 90 days of the date of this report (the Evaluation
Date), we carried out an evaluation, under the supervision and with the
participation of our management, including our President and Chief Executive
Officer and our Senior Vice President and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934,
as amended (the Exchange Act). Based upon this evaluation, our President and
Chief Executive Officer and our Senior Vice President and Chief Financial
Officer concluded that, as of the Evaluation Date, our disclosure controls and
procedures were adequate to ensure that information required to be disclosed by
us in the reports filed or submitted by us under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
SECs rules and forms.

Additionally, our President and Chief Executive Officer and Senior Vice
President and Chief Financial Officer determined, as of a date within 90 days
of the date of this report, that there were no significant changes in our
internal controls or in other factors that could significantly affect our
internal controls subsequent to the date of their evaluation.

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PART II
OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

|     |  |                                                                                                                                               
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Amendment No. 1 to Employment Agreement of Craig E. Gosselin                                                                                  
|10.2 |  | Amendment No. 2 to Employment Agreement of Steven J. Van Doren                                                                                
|10.3 |  | Amendment No. 3 to Employment Agreement of Stephen M. Murray                                                                                  
|99.1 |  | Certification of Gary H. Schoenfeld Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  
|99.2 |  | Certification of Andrew J. Greenebaum Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002



|(b) |  | Reports on Form 8-K. We filed two reports on Form 8-K during the
quarterly period ended August 31, 2002. The first report was dated July
18, 2002, and contained certain Regulation FD disclosure, and the second
report was dated July 29, 2002 and disclosed the re-commencement of our
stock repurchase program.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





| | VANS, INC.
(Registrant)
| | -----------------------





|                        |  |     |  |                                                                                                                    
|----------------------- |  | --- |  | -------------------------------------------------------------------------------------------------------------------
|Date:  October 10, 2002 |  | By: |  | /s/  Gary H. Schoenfeld                                                                                            
|                        |  |     |  |                                                                                                                    
|                        |  |     |  | GARY H. SCHOENFELD
President and Chief Executive Officer                                                           
|                       
|                       
|Date:  October 10, 2002 |  | By: |  | /s/  Andrew J. Greenebaum                                                                                          
|                        |  |     |  |                                                                                                                    
|                        |  |     |  | ANDREW J. GREENEBAUM
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

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##### Table of Contents



CERTIFICATIONS PURSUANT TO
RULE 13a-14 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

I, Gary H. Schoenfeld, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Vans, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6. The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: October 10, 2002

| |  |                                                         
| |  | --------------------------------------------------------
| |  | /s/  Gary H. Schoenfeld                                 
| |  |                                                         
| |  | Gary H. Schoenfeld
President and Chief Executive Officer

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CERTIFICATIONS PURSUANT TO
RULE 13a-14 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

I, Andrew J. Greenebaum, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Vans, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6. The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: October 10, 2002

| |  |                                                                       
| |  | ----------------------------------------------------------------------
| |  | /s/  Andrew J. Greenebaum                                             
| |  |                                                                       
| |  | Andrew J. Greenebaum
Senior Vice President and Chief Financial Officer

18