V F CORP 10-Q

ITEM 1 — FINANCIAL STATEMENTS (UNAUDITED). VF CORPORATION Consolidated Balance Sheets (Unaudited) (In thousands, except share amounts) June 2022 March 2022 June 2021 ASSETS Current assets Cash and equivalents $ 528,029 $ 1,275,943 $ 1,274,926 Accounts receivable, less allowance for doubtful accounts of: June 2022 - $ 29,780 ; March 2022 - $ 27,959 ; June 2021 - $ 33,666 1,249,713 1,467,842 1,138,811 Inventories 2,341,395 1,418,673 1,216,818 Short-term investments — — 598,806 Other current assets 492,569 425,622 334,777 Total current assets 4,611,706 4,588,080 4,564,138 Property, plant and equipment, net 1,007,853 1,041,777 1,016,465 Intangible assets, net 2,984,136 3,000,351 3,027,886 Goodwill 2,359,548 2,393,807 2,427,324 Operating lease right-of-use assets 1,227,462 1,247,056 1,426,706 Other assets 1,021,048 1,071,137 1,087,832 TOTAL ASSETS $ 13,211,753 $ 13,342,208 $ 13,550,351 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Short-term borrowings $ 827,380 $ 335,462 $ 8,091 Current portion of long-term debt 1,058 501,051 1,001,030 Accounts payable 1,022,755 562,992 534,803 Accrued liabilities 1,612,804 1,915,892 1,527,522 Total current liabilities 3,463,997 3,315,397 3,071,446 Long-term debt 4,468,399 4,584,261 4,726,234 Operating lease liabilities 1,006,274 1,023,759 1,192,792 Other liabilities 920,590 888,436 1,285,849 Total liabilities 9,859,260 9,811,853 10,276,321 Commitments and contingencies Stockholders’ equity Preferred Stock, par value $ 1 ; shares authorized, 25,000,000 ; no shares outstanding at June 2022, March 2022 or June 2021 — — — Common Stock, stated value $ 0.25 ; shares authorized, 1,200,000,000 ; shares outstanding at June 2022 - 388,490,713 ; March 2022 - 388,298,375 ; June 2021 - 392,621,561 97,123 97,075 98,155 Additional paid-in capital 3,941,440 3,916,384 3,824,656 Accumulated other comprehensive income (loss) ( 874,876 ) ( 926,579 ) ( 965,886 ) Retained earnings 188,806 443,475 317,105 Total stockholders’ equity 3,352,493 3,530,355 3,274,030 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,211,753 $ 13,342,208 $ 13,550,351 See notes to consolidated financial statements. 3 VF Corporation Q1 FY23 Form 10-Q Table of Contents VF CORPORATION Consolidated Statements of Operations (Unaudited) Three Months Ended June (In thousands, except per share amounts) 2022 2021 Net revenues $ 2,261,595 $ 2,194,557 Costs and operating expenses Cost of goods sold 1,042,982 955,551 Selling, general and administrative expenses 1,155,251 1,036,122 Total costs and operating expenses 2,198,233 1,991,673 Operating income 63,362 202,884 Interest income 1,283 2,142 Interest expense ( 32,545 ) ( 34,917 ) Other income (expense), net ( 94,714 ) 9,041 Income (loss) from continuing operations before income taxes ( 62,614 ) 179,150 Income tax expense (benefit) ( 6,654 ) 25,178 Income (loss) from continuing operations ( 55,960 ) 153,972 Income from discontinued operations, net of tax — 170,273 Net income (loss) $ ( 55,960 ) $ 324,245 Earnings (loss) per common share - basic Continuing operations $ ( 0.14 ) $ 0.39 Discontinued operations — 0.44 Total earnings (loss) per common share - basic $ ( 0.14 ) $ 0.83 Earnings (loss) per common share - diluted Continuing operations $ ( 0.14 ) $ 0.39 Discontinued operations — 0.43 Total earnings (loss) per common share - diluted $ ( 0.14 ) $ 0.82 Weighted average shares outstanding Basic 387,563 391,351 Diluted 387,563 394,128 See notes to consolidated financial statements. VF Corporation Q1 FY23 Form 10-Q 4 Table of Contents VF CORPORATION Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three Months Ended June (In thousands) 2022 2021 Net income (loss) $ ( 55,960 ) $ 324,245 Other comprehensive income (loss) Foreign currency translation and other Gains (losses) arising during the period ( 51,524 ) 33,171 Income tax effect ( 30,010 ) 3,882 Defined benefit pension plans Current period actuarial losses ( 19,568 ) ( 4,013 ) Amortization of net deferred actuarial losses 3,721 2,840 Amortization of deferred prior service credits ( 112 ) ( 118 ) Reclassification of net actuarial loss from settlement charges 91,761 948 Income tax effect ( 19,651 ) 659 Derivative financial instruments Gains (losses) arising during the period 99,430 ( 4,563 ) Income tax effect ( 15,375 ) 192 Reclassification of net (gains) losses realized ( 8,242 ) 10,559 Income tax effect 1,273 ( 443 ) Other comprehensive income (loss) 51,703 43,114 Comprehensive income (loss) $ ( 4,257 ) $ 367,359 See notes to consolidated financial statements. 5 VF Corporation Q1 FY23 Form 10-Q Table of Contents VF CORPORATION Consolidated Statements of Cash Flows (Unaudited) Three Months Ended June (In thousands) 2022 2021 OPERATING ACTIVITIES Net income (loss) $ ( 55,960 ) $ 324,245 Income from discontinued operations, net of tax — 170,273 Income (loss) from continuing operations, net of tax ( 55,960 ) 153,972 Adjustments to reconcile net income (loss) to cash provided (used) by operating activities: Depreciation and amortization 66,754 68,050 Reduction in the carrying amount of right-of-use assets 93,337 104,930 Stock-based compensation 22,297 21,701 Provision for doubtful accounts 899 1,850 Pension expense in excess of (less than) contributions 89,277 ( 6,759 ) Other, net 6,813 ( 176,493 ) Changes in operating assets and liabilities: Accounts receivable 174,125 167,798 Inventories ( 961,113 ) ( 150,966 ) Accounts payable 471,065 70,197 Income taxes ( 70,727 ) 134,115 Accrued liabilities ( 94,746 ) ( 71,905 ) Operating lease right-of-use assets and liabilities ( 93,734 ) ( 113,465 ) Other assets and liabilities ( 6,607 ) ( 128,107 ) Cash provided (used) by operating activities - continuing operations ( 358,320 ) 74,918 Cash provided by operating activities - discontinued operations — 6,090 Cash provided (used) by operating activities ( 358,320 ) 81,008 INVESTING ACTIVITIES Proceeds from sale of businesses, net of cash sold — 616,529 Capital expenditures ( 52,657 ) ( 93,218 ) Software purchases ( 26,907 ) ( 21,006 ) Other, net 10,045 7,048 Cash provided (used) by investing activities - continuing operations ( 69,519 ) 509,353 Cash used by investing activities - discontinued operations — ( 525 ) Cash provided (used) by investing activities ( 69,519 ) 508,828 FINANCING ACTIVITIES Contingent consideration payment ( 56,976 ) — Net increase (decrease) in short-term borrowings 491,917 ( 2,973 ) Payments on long-term debt ( 500,261 ) ( 253 ) Cash dividends paid ( 194,135 ) ( 192,131 ) Proceeds from issuance of Common Stock, net of (payments) for tax withholdings ( 1,766 ) 20,910 Cash used by financing activities ( 261,221 ) ( 174,447 ) Effect of foreign currency rate changes on cash, cash equivalents and restricted cash ( 58,988 ) 10,003 Net change in cash, cash equivalents and restricted cash ( 748,048 ) 425,392 Cash, cash equivalents and restricted cash – beginning of year 1,277,082 851,205 Cash, cash equivalents and restricted cash – end of period $ 529,034 $ 1,276,597 Balances per Consolidated Balance Sheets: Cash and cash equivalents $ 528,029 $ 1,274,926 Other current assets 880 1,643 Other assets 125 28 Total cash, cash equivalents and restricted cash $ 529,034 $ 1,276,597 See notes to consolidated financial statements. VF Corporation Q1 FY23 Form 10-Q 6 Table of Contents VF CORPORATION Consolidated Statements of Stockholders’ Equity (Unaudited) Three Months Ended June 2022 Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Common Stock (In thousands, except share amounts) Shares Amounts Total Balance, March 2022 388,298,375 $ 97,075 $ 3,916,384 $ ( 926,579 ) $ 443,475 $ 3,530,355 Net income (loss) — — — — ( 55,960 ) ( 55,960 ) Dividends on Common Stock ($ 0.50 per share) — — — — ( 194,135 ) ( 194,135 ) Stock-based compensation, net 192,338 48 25,056 — ( 4,574 ) 20,530 Foreign currency translation and other — — — ( 81,534 ) — ( 81,534 ) Defined benefit pension plans — — — 56,151 — 56,151 Derivative financial instruments — — — 77,086 — 77,086 Balance, June 2022 388,490,713 $ 97,123 $ 3,941,440 $ ( 874,876 ) $ 188,806 $ 3,352,493 Three Months Ended June 2021 Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Common Stock (In thousands, except share amounts) Shares Amounts Total Balance, March 2021 391,941,477 $ 97,985 $ 3,777,645 $ ( 1,009,000 ) $ 189,534 $ 3,056,164 Net income (loss) — — — — 324,245 324,245 Dividends on Common Stock ($ 0.49 per share) — — ( 2,597 ) — ( 189,534 ) ( 192,131 ) Stock-based compensation, net 680,084 170 49,608 — ( 7,140 ) 42,638 Foreign currency translation and other — — — 37,053 — 37,053 Defined benefit pension plans — — — 316 — 316 Derivative financial instruments — — — 5,745 — 5,745 Balance, June 2021 392,621,561 $ 98,155 $ 3,824,656 $ ( 965,886 ) $ 317,105 $ 3,274,030 See notes to consolidated financial statements. 7 VF Corporation Q1 FY23 Form 10-Q Table of Contents VF CORPORATION Notes to Consolidated Financial Statements (Unaudited) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE NUMBER NOTE 1 Basis of Presentation and Summary of Significant Accounting Policies 9 NOTE 2 Recently Issued Accounting Standards 9 NOTE 3 Revenues 10 NOTE 4 Discontinued Operation s 11 NOTE 5 Inventories 12 NOTE 6 Intangible Assets 12 NOTE 7 Goodwill 12 NOTE 8 Leases 12 NOTE 9 Pension Plans 13 NOTE 10 Capital and Accumulated Other Comprehensive Income (Loss) 13 NOTE 11 Stock-based Compensation 15 NOTE 12 Income Taxes 16 NOTE 13 Reportable Segment Information 16 NOTE 14 Earnings Per Share 17 NOTE 15 Fair Value Measurements 17 NOTE 16 Derivative Financial Instruments and Hedging Activities 19 NOTE 17 Restructuring 20 NOTE 18 Contingencies 21 NOTE 19 Subsequent Event 21 VF Corporation Q1 FY23 Form 10-Q 8 Table of Contents NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fiscal Year VF Corporation (together with its subsidiaries, collectively known as “VF” or the “Company”) uses a 52/53 week fiscal year ending on the Saturday closest to March 31 of each year. The Company's current fiscal year runs from April 3, 2022 through April 1, 2023 ("Fiscal 2023"). Accordingly, this Form 10-Q presents our first quarter of Fiscal 2023. For presentation purposes herein, all references to periods ended June 2022 and June 2021 relate to the fiscal periods ended on July 2, 2022 and July 3, 2021, respectively. References to March 2022 relate to information as of April 2, 2022. Basis of Presentation On June 28, 2021, VF completed the sale of its Occupational Workwear business. The Occupational Workwear business was comprised primarily of the following brands and businesses: Red Kap ® , VF Solutions ® , Bulwark ® , Workrite ® , Walls ® , Terra ® , Kodiak ® , Work Authority ® and Horace Small ® . The business also included the license of certain Dickies ® occupational workwear products that have historically been sold through the business-to-business channel. The results of the Occupational Workwear business and the related cash flows have been reported as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively, through the date of sale. These changes have been applied to all periods presented. Unless otherwise noted, discussion within these notes to the interim consolidated financial statements relates to continuing operations. Refer to Note 4 for additional information on discontinued operations. Certain prior year amounts have been reclassified to conform to the Fiscal 2023 presentation. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all of the information and notes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. Similarly, the March 2022 consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all normal and recurring adjustments necessary to fairly state the consolidated financial position, results of operations and cash flows of VF for the interim periods presented. Operating results for the three months ended June 2022 are not necessarily indicative of results that may be expected for any other interim period or for Fiscal 2023. For further information, refer to the consolidated financial statements and notes included in VF’s Annual Report on Form 10-K for the year ended April 2, 2022 (“Fiscal 2022 Form 10-K”). Use of Estimates In preparing the interim consolidated financial statements, management makes estimates and assumptions that affect amounts reported in the interim consolidated financial statements and accompanying notes. The duration and severity of the coronavirus ("COVID-19") pandemic and the conflict between Russia and Ukraine, and the impact on VF's business is subject to uncertainty; however, the estimates and assumptions made by management include those related to COVID-19 and the Russia-Ukraine conflict based on available information. Actual results may differ from those estimates. Significant Accounting Policies Supply Chain Financing Program During the three months ended June 2022, VF reinstated its voluntary supply chain finance ("SCF") program. The SCF program enables a significant portion of our suppliers of inventory to leverage VF's credit rating to receive payment from participating financial institutions prior to the payment date specified in the terms between VF and the supplier. The SCF program is administered through third-party platforms that allow participating suppliers to track payments from VF and elect which VF receivables, if any, to sell to the financial institutions. The transactions are at the sole discretion of both the suppliers and financial institutions, and VF is not a party to the agreements and has no economic interest in the supplier's decision to sell a receivable. The terms between VF and the supplier, including the amount due and scheduled payment dates, are not impacted by a supplier's participation in the SCF program. Amounts due to suppliers who voluntarily participate in the SCF program are included in the accounts payable line item in VF's Consolidated Balance Sheets and VF payments made under the SCF program are reflected in cash flows from operating activities in VF's Consolidated Statements of Cash Flows. VF has been informed by the participating financial institutions that amounts payable to them for suppliers who voluntarily participated in the SCF program and included in the accounts payable line item in VF's Consolidated Balance Sheet was $ 164.1 million at June 2022. The amount settled through the SCF program was $ 15.0 million during the three months ended June 2022. There have been no other changes to the Company's significant accounting policies described in Note 1 to the consolidated financial statements included in the Fiscal 2022 Form 10-K. NOTE 2 — RECENTLY ISSUED ACCOUNTING STANDARDS Recently Issued Accounting Standards In March 2020 and January 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" and ASU No. 2021-01 , "Reference Rate Reform (Topic 848): Scope" , respectively. This guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The optional guidance is provided to ease the potential burden of accounting for reference rate reform. The guidance is effective and can be adopted no later than December 31, 2022. The Company does not expect this guidance to have a material impact on VF's consolidated financial statements. 9 VF Corporation Q1 FY23 Form 10-Q Table of Contents In November 2021, the FASB issued ASU No. 2021-10, "Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance" , an update that requires annual disclosures about government assistance, including the types of assistance and the effect on the financial statements. The guidance is effective for VF in Fiscal 2023. The Company is evaluating the impact that adopting this guidance will have on VF's annual disclosures. NOTE 3 — REVENUES Contract Balances The following table provides information about contract assets and contract liabilities: (In thousands) June 2022 March 2022 June 2021 Contract assets (a) $ 2,022 $ 1,065 $ 1,135 Contract liabilities (b) 81,167 71,067 68,921 (a) Included in the other current assets line item in the Consolidated Balance Sheets. (b) Included in the accrued liabilities and other liabilities line items in the Consolidated Balance Sheets. For the three months ended June 2022, the Company recognized $ 64.4 million of revenue that was included in the contract liability balance during the period, including amounts recorded as a contract liability and subsequently recognized as revenue as performance obligations were satisfied within the same period, such as order deposits from customers. The change in the contract asset and contract liability balances primarily results from the timing differences between the Company's satisfaction of performance obligations and the customer's payment. Performance Obligations As of June 2022, the Company expects to recognize $ 75.3 million of fixed consideration related to the future minimum guarantees in effect under its licensing agreements and expects such amounts to be recognized over time based on the contractual terms through March 2031. The variable consideration related to licensing arrangements is not disclosed as a remaining performance obligation as it qualifies for the sales-based royalty exemption. VF has also elected the practical expedient to not disclose the transaction price allocated to remaining performance obligations for contracts with an original expected duration of one year or less. As of June 2022, there were no arrang ements with transaction price allocated to remaining performance obligations other than contracts for which the Company has applied the practical expedients and the fixed consideration related to future minimum guarantees discussed above. For the three months ended June 2022, revenue recognized from performance obligations satisfied, or partially satisfied, in prior periods was not material. Disaggregation of Revenues The following tables disaggregate our revenues by channel and geography, which provides a meaningful depiction of how the nature, timing and uncertainty of revenues are affected by economic factors. Three Months Ended June 2022 (In thousands) Outdoor Active Work Other Total Channel revenues Wholesale $ 472,282 $ 582,160 $ 193,191 $ 148 $ 1,247,781 Direct-to-consumer 292,685 666,156 40,249 — 999,090 Royalty 3,657 5,629 5,438 — 14,724 Total $ 768,624 $ 1,253,945 $ 238,878 $ 148 $ 2,261,595 Geographic revenues Americas $ 394,515 $ 790,729 $ 199,660 $ 148 $ 1,385,052 Europe 275,045 303,275 16,293 — 594,613 Asia-Pacific 99,064 159,941 22,925 — 281,930 Total $ 768,624 $ 1,253,945 $ 238,878 $ 148 $ 2,261,595 VF Corporation Q1 FY23 Form 10-Q 10 Table of Contents Three Months Ended June 2021 (In thousands) Outdoor Active Work Other Total Channel revenues Wholesale $ 334,875 $ 546,025 $ 226,871 $ — $ 1,107,771 Direct-to-consumer 279,658 751,235 42,812 — 1,073,705 Royalty 3,221 4,808 5,052 — 13,081 Total $ 617,754 $ 1,302,068 $ 274,735 $ — $ 2,194,557 Geographic revenues Americas $ 311,139 $ 756,379 $ 234,400 $ — $ 1,301,918 Europe 218,555 307,216 14,196 — 539,967 Asia-Pacific 88,060 238,473 26,139 — 352,672 Total $ 617,754 $ 1,302,068 $ 274,735 $ — $ 2,194,557 NOTE 4 — DISCONTINUED OPERATIONS The Company continuously assesses the composition of its portfolio to ensure it is aligned with its strategic objectives and positioned to maximize growth and return to shareholders. Occupational Workwear Business On January 21, 2020, VF announced its decision to explore the divestiture of its Occupational Workwear business. The Occupational Workwear business was comprised primarily of the following brands and businesses: Red Kap ® , VF Solutions ® , Bulwark ® , Workrite ® , Walls ® , Terra ® , Kodiak ® , Work Authority ® and Horace Small ® . The business also included the license of certain Dickies ® occupational workwear products that have historically been sold through the business-to-business channel. As of March 28, 2020, the Occupational Workwear business met the held-for-sale and discontinued operations accounting criteria. Accordingly, the Company has reported the results of the Occupational Workwear business and the related cash flows as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively, through the date of sale. On June 28, 2021, VF completed the sale of the Occupational Workwear business. The Company has received proceeds of $ 616.9 million, net of cash sold, resulting in an estimated after-tax gain on sale of $ 146.0 million, of which $ 145.6 million was included i n the income from discontinued operations, net of tax line item in the Consolidated Statement o f Operations for the three months ended June 2021, and is subject to adjustment for certain income tax matters. The results of the Occupational Workwear business were previously reported in the Work segment. The results of the Occupational Workwear business recorded in the income from discontinued operations, net of tax line item in the Consolidated Statement of Operations were income of $ 170.3 million (including an estimated after-tax gain on sale of $ 145.6 million) for the three months ended June 2021. Under the terms of a transition services agreement, the Company will provide certain support services for periods generally between 12 and 24 months from the closing date of the transaction. Summarized Discontinued Operations Financial Information The following table summarizes the major line items for the Occupational Workwear business that are included in the income from discontinued operations, net of tax line item in the Consolidated Statements of Operations: Three Months Ended June (In thousands) 2022 2021 Net revenues $ — $ 181,424 Cost of goods sold — 117,193 Selling, general and administrative expenses — 38,735 Interest income, net — 194 Other income (expense), net — 6 Income from discontinued operations before income taxes — 25,696 Gain on the sale of discontinued operations before income taxes — 133,571 Total income from discontinued operations before income taxes — 159,267 Income tax benefit (a) — ( 11,006 ) Income from discontinued operations, net of tax $ — $ 170,273 (a) Income tax benefit for the three months ended June 2021 includes $ 12.0 million of deferred tax benefit related to capital and other losses realized upon the sale of the Occupational Workwear business. 11 VF Corporation Q1 FY23 Form 10-Q Table of Contents NOTE 5 — INVENTORIES (In thousands) June 2022 March 2022 June 2021 Finished products $ 2,277,145 $ 1,353,483 $ 1,139,926 Work-in-process 49,002 50,774 53,202 Raw materials 15,248 14,416 23,690 Total inventories $ 2,341,395 $ 1,418,673 $ 1,216,818 During the three months ended June 2022, the Company modified terms with the majority of its suppliers to take ownership of inventory near point of shipment rather than destination. Finished products included $ 621.5 million, $ 67.7 million and $ 73.4 million of in-transit inventory as of June 2022, March 2022 and June 2021, respectively. NOTE 6 — INTANGIBLE ASSETS June 2022 March 2022 (In thousands) Weighted Average Amortization Period Amortization Method Cost Accumulated Amortization Net Carrying Amount Net Carrying Amount Amortizable intangible assets: Customer relationships and other 19 years Accelerated $ 258,824 $ 160,669 $ 98,155 $ 103,703 Indefinite-lived intangible assets: Trademarks and trade names 2,885,981 2,896,648 Intangible assets, net $ 2,984,136 $ 3,000,351 Amortization expense for the three months ended June 2022 was $ 3.6 million. Based on the carrying amounts of amortizable intangible assets noted above, estimated amortization expense for the next five years beginning in Fiscal 2023 is $ 14.4 million, $ 13.9 million, $ 13.4 million, $ 12.4 million and $ 11.9 million, respectively. NOTE 7 — GOODWILL Changes in goodwill are summarized by reportable segment as follows: (In thousands) Outdoor Active Work Total Balance, March 2022 $ 660,786 $ 1,619,121 $ 113,900 $ 2,393,807 Currency translation ( 9,397 ) ( 23,955 ) ( 907 ) ( 34,259 ) Balance, June 2022 $ 651,389 $ 1,595,166 $ 112,993 $ 2,359,548 Accum ulated impairm ent charges for the Outdoor segment were $ 323.2 million as of June 2022 and March 2022. No impairment charges were recorded during the three months ended June 2022. NOTE 8 — LEASES The Company leases certain retail locations, office space, distribution facilities, machinery and equipment, and vehicles. The substantial majority of these leases are operating leases. Total lease cost includes operating lease cost, variable lease cost, finance lease cost, short-term lease cost and impairment. Components of lease cost were as follows: Three Months Ended June (In thousands) 2022 2021 Operating lease cost $ 101,705 $ 113,500 Other lease cost 33,165 27,939 Total lease cost $ 134,870 $ 141,439 During the three months ended June 2022 and 2021, the Company paid $ 102.3 million and $ 119.4 million of cash for operating leases, respectively. During the three months ended June 2022 and 2021, the Company obtained $ 105.9 million and $ 52.3 million of right-of-use assets in exchange for lease liabilities, respectively. VF Corporation Q1 FY23 Form 10-Q 12 Table of Contents NOTE 9 — PENSION PLANS The components of pension cost (income) for VF’s defined benefit plans were as follows: Three Months Ended June (In thousands) 2022 2021 Service cost – benefits earned during the period $ 2,646 $ 3,613 Interest cost on projected benefit obligations 12,631 9,475 Expected return on plan assets ( 18,860 ) ( 19,385 ) Settlement charges 91,761 948 Amortization of deferred amounts: Net deferred actuarial losses 3,721 2,840 Deferred prior service credits ( 112 ) ( 118 ) Net periodic pension cost (income) $ 91,787 $ ( 2,627 ) The amounts reported in these disclosures have not been segregated between continuing and discontinued operations. VF has reported the service cost component of net periodic pension cost (income) in operating income and the other components, which include interest cost, expected return on plan assets, settlement charges and amortization of deferred actuarial losses and prior service credits, in the other income (expense), net line item in the Consolidated Statements of Operations. VF contributed $ 2.5 million to its defined benefit plans during the three months ended June 2022, and intends to make approximately $ 19.1 million of contributions during the remainder of Fiscal 2023. During the three months ended June 2022, VF entered into an agreement with The Prudential Insurance Company of America (“Prudential”) to purchase an irrevocable group annuity contract relating to approximately $ 330 million of the U.S. qualified defined benefit pension plan obligations. The transaction closed on June 30, 2022 and was funded entirely by existing assets of the plan. Under the group annuity contract, Prudential assumed responsibility for benefit payments and annuity administration for approximately 17,700 retirees and beneficiaries. The transaction will not change the amount or timing of monthly retirement benefit payments. VF recorded a $ 91.8 million settlement charge in the other income (expense), net line item in the Consolidated Statement of Operations during the three months ended June 2022 to recognize the related deferred actuarial losses in accumulated other comprehensive income (“OCI”) . Actuarial assumptions used in the interim valuation were reviewed and revised as appropriate. The discount rate used to determine the pension obligation as of June 2022 was 4.93 %. Additionally, VF recorded a $ 0.9 million settlement charge in the other income (expense), net line item in the Consolidated Statement of Operations for the three months ended June 2021. The settlement charge related to the recognition of deferred actuarial losses resulting from lump sum payments of retirement benefits in the supplemental defined benefit pension plan. NOTE 10 — CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Common Stock During the three months ended June 2022, the Company did no t purchase shares of Common Stock in open market transactions under its share repurchase program authorized by VF’s Board of Directors. These are treated as treasury stock transactions when shares are repurchased. Common Stock outstanding is net of shares held in treasury which are, in substance, retired. There were no shares held in treasury at the end of June 2022, March 2022 or June 2021. The excess of the cost of treasury shares acquired over the $ 0.25 per share stated value of Common Stock is deducted from retained earnings. 13 VF Corporation Q1 FY23 Form 10-Q Table of Contents Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and specified components of OCI, which relate to changes in assets and liabilities that are not included in net income (loss) under GAAP but are instead deferred and accumulated within a separate component of stockholders’ equity in the balance sheet. VF’s comprehensive income (loss) is presented in the Consolidated Statements of Comprehensive Income (Loss). The deferred components of OCI are reported, net of related income taxes, in accumulated OCI in stockholders’ equity, as follows: (In thousands) June 2022 March 2022 June 2021 Foreign currency translation and other $ ( 833,166 ) $ ( 751,632 ) $ ( 663,120 ) Defined benefit pension plans ( 174,139 ) ( 230,290 ) ( 257,431 ) Derivative financial instruments 132,429 55,343 ( 45,335 ) Accumulated other comprehensive income (loss) $ ( 874,876 ) $ ( 926,579 ) $ ( 965,886 ) The changes in accumulated OCI, net of related taxes, were as follows: Three Months Ended June 2022 (In thousands) Foreign Currency Translation and Other Defined Benefit Pension Plans Derivative Financial Instruments Total Balance, March 2022 $ ( 751,632 ) $ ( 230,290 ) $ 55,343 $ ( 926,579 ) Other comprehensive income (loss) before reclassifications ( 81,534 ) ( 14,484 ) 84,055 ( 11,963 ) Amounts reclassified from accumulated other comprehensive income (loss) — 70,635 ( 6,969 ) 63,666 Net other comprehensive income (loss) ( 81,534 ) 56,151 77,086 51,703 Balance, June 2022 $ ( 833,166 ) $ ( 174,139 ) $ 132,429 $ ( 874,876 ) Three Months Ended June 2021 (In thousands) Foreign Currency Translation and Other Defined Benefit Pension Plans Derivative Financial Instruments Total Balance, March 2021 $ ( 700,173 ) $ ( 257,747 ) $ ( 51,080 ) $ ( 1,009,000 ) Other comprehensive income (loss) before reclassifications 37,053 ( 2,411 ) ( 4,371 ) 30,271 Amounts reclassified from accumulated other comprehensive income (loss) — 2,727 10,116 12,843 Net other comprehensive income (loss) 37,053 316 5,745 43,114 Balance, June 2021 $ ( 663,120 ) $ ( 257,431 ) $ ( 45,335 ) $ ( 965,886 ) VF Corporation Q1 FY23 Form 10-Q 14 Table of Contents Reclassifications out of accumulated OCI were as follows: (In thousands) Three Months Ended June Details About Accumulated Other Comprehensive Income (Loss) Components Affected Line Item in the Consolidated Statements of Operations 2022 2021 Amortization of defined benefit pension plans: Net deferred actuarial losses Other income (expense), net $ ( 3,721 ) $ ( 2,840 ) Deferred prior service credits Other income (expense), net 112 118 Pension settlement charges Other income (expense), net ( 91,761 ) ( 948 ) Total before tax ( 95,370 ) ( 3,670 ) Tax benefit 24,735 943 Net of tax ( 70,635 ) ( 2,727 ) Gains (losses) on derivative financial instruments: Foreign exchange contracts Net revenues ( 4,750 ) ( 1,798 ) Foreign exchange contracts Cost of goods sold 5,924 ( 6,169 ) Foreign exchange contracts Selling, general and administrative expenses 1,609 ( 917 ) Foreign exchange contracts Other income (expense), net 5,432 ( 1,702 ) Interest rate contracts Interest expense 27 27 Total before tax 8,242 ( 10,559 ) Tax (expense) benefit ( 1,273 ) 443 Net of tax 6,969 ( 10,116 ) Total reclassifications for the period, net of tax $ ( 63,666 ) $ ( 12,843 ) NOTE 11 — STOCK-BASED COMPENSATION Incentive Equity Awards Granted During the three months ended June 2022, VF granted stock options to employees and nonemployee members of VF's Board of Directors to purchase 2,360,068 shares of its Common Stock at an exercise price of $ 45.34 per share. The exercise price of each option granted was equal to the fair market value of VF Common Stock on the date of grant. Employee stock options vest in equal annual installments over three years . Stock options granted to nonemployee members of VF's Board of Directors vest upon grant and become exercisable one year from the date of grant. All options have ten-year terms. The grant date fair value of each option award was calculated using a lattice option-pricing valuation model, which incorporated a range of assumptions for inputs as follows: Three Months Ended June 2022 Expected volatility 30 % to 41 % Weighted average expected volatility 38 % Expected term (in years) 6.0 to 7.7 Weighted average dividend yield 2.9 % Risk-free interest rate 1.53 % to 2.76 % Weighted average fair value at date of grant $ 13.52 During the three months ended June 2022, VF granted 340,571 performance-based restricted stock units ("RSUs") to employees that enable them to receive shares of VF Common Stock at the end of a three-year performance cycle. The fair market value of VF Common Stock at the date the units were granted was $ 45.34 per share. Each performance-based RSU has a potential final payout ranging from zero to two shares of VF Common Stock. The number of shares earned by participants, if any, is based on achievement of three-year financial targets set by the Talent and Compensation Committee of the Board of Directors. Shares will be issued to participants in the year following the conclusion of the three-year performance period. The financial targets include 50 % weighting based on VF's revenue growth and 50 % weighting based on VF's gross margin performance over the three-year period compared to financial targets. Additionally, the actual number of shares earned may be adjusted upward or downward by 25 % of the target award, based on how VF's total shareholder return ("TSR") over the three-year period compares to the TSR for companies included in the Standard & Poor's 500 Consumer Discretionary Index. The grant date fair value of the TSR-based adjustment related to the performance-based RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $ 3.46 per share. 15 VF Corporation Q1 FY23 Form 10-Q Table of Contents During the three months ended June 2022, VF granted 19,860 nonperformance-based RSUs to nonemployee members of the Board of Directors. These units vest upon grant and will be settled in shares of VF Common Stock one year from the date of grant. The fair market value of VF Common Stock at the date the units were granted was $ 45.34 per share. In addition, VF granted 589,208 nonperformance-based RSUs to employees during the three months ended June 2022. These units generally vest over periods of up to four years from the date of grant and each unit entitles the holder to one share of VF Common Stock. The fair market value of VF Common Stock at the date the units were granted was $ 45.34 per share. NOTE 12 — INCOME TAXES The effective income tax rate for the three months ended June 2022 was 10.6 % compared to 14.1 % in the 2021 period. The three months ended June 2022 included a net discrete tax expense of $ 0.8 million, which included a $ 1.6 million net tax expense related to unrecognized tax benefits and interest and a $ 0.8 million net tax benefit related to withholding taxes on prior foreign earnings. Excluding the $ 0.8 million net discrete tax expense in the 2022 period, the effective income tax rate would have been 12.0 %. The three months ended June 2021 included a net discrete tax benefit of $ 2.3 million, which included a $ 1.2 million net tax expense related to unrecognized tax benefits and interest, a $ 1.1 million tax benefit related to stock compensation and a $ 2.4 million net tax benefit related to tax rate change on deferred tax items. Excluding the $ 2.3 million net discrete tax benefit in the 2021 period, the effective income tax rate would have been 15.3 %. Without discrete items, the effective income tax rate for the three months ended June 2022 decreased by 3.3 % compared with the 2021 period primarily due to year-to-date losses generated in the current quarter. VF files a consolidated U.S. federal income tax return, as well as separate and combined income tax returns in numerous state and international jurisdictions. In the U.S., the Internal Revenue Service ("IRS") examinations for tax years throug h 2015 have been effectively settled. As previously reported, VF petitioned the U.S. Tax Court (the “Court”) to resolve an IRS dispute regarding the timing of income inclusion associated with VF’s acquisition of The Timberland Company in September 2011. While the IRS argues that all such income should have been immediately included in 2011, VF has reported periodic income inclusions in subsequent tax years. Both parties moved for summary judgment on the issue. On January 31, 2022, the Court issued its opinion in favor of the IRS and on July 14, 2022 issued its final decision. VF believes the opinion of the Court was in error based on the technical merits and intends to appeal. VF continues to believe its timing and treatment of the income inclusion is appropriate and VF is vigorously defending its position. No impact of the Court opinion has been recorded in the consolidated financial statements based on our assessment of the position under the more-likely-than-not standard of the accounting literature. Refer to Note 18 for additional details on this matter. In addition, VF is currently subject to examination by various state and international tax authorities. Management regularly assesses the potential outcomes of both ongoing and future examinations for the current and prior years and has concluded that VF’s provision for income taxes is adequate. Management believes that some of these audits and negotiations will conclude during the next 12 months. VF was granted a ruling which lowered the effective income tax rate on taxable earnings for years 2010 through 2014 under Belgium’s excess profit tax regime. During 2015, the European Union Commission (“EU”) investigated and announced its decision that these rulings were illegal and ordered the tax benefits to be collected from affected companies, including VF. Requests for annulment were filed by Belgium and VF Europe BVBA individually. During 2017 and 2018, VF Europe BVBA was assessed and paid € 35.0 million tax and interest, which was recorded as an income tax receivable based on the expected success of the requests for annulment. During 2019, the General Court annulled the EU decision and the EU subsequently appealed the General Court’s annulment. In September 2021, the General Court's judgment was set aside by the Court of Justice of the EU and the case was sent back to the General Court to determine whether the excess profit tax regime amounted to illegal State aid. The case remains open and unresolved. If this matter is adversely resolved, these amounts will not be collected by VF. During the three months ended June 2022, the amount of net unrecognized tax benefits and associated interest increased by $ 1.9 million to $ 279.6 million. Management believes that it is reasonably possible that the amount of unrecognized income tax benefits and interest may decrease during the next 12 months by approximately $ 257.1 million related to the completion of examinations and other settlements with tax authorities and the expiration of statutes of limitations, of which $ 12.5 million would reduce income tax expense. NOTE 13 — REPORTABLE SEGMENT INFORMATION The chief operating decision maker allocates resources and assesses performance based on a global brand view which represents VF's operating segments. The operating segments have been evaluated and combined into reportable segments because they meet the similar economic characteristics and qualitative aggregation criteria set forth in the relevant accounting guidance. The Company's reportable segments have been identified as: Outdoor, Active and Work. We have included an Other category in the table below for purposes of reconciliation of revenues and profit, but it is not considered a reportable segment. Other includes results primarily related to the sale of non-VF products and sourcing activities related to transition services. VF Corporation Q1 FY23 Form 10-Q 16 Table of Contents Financial information for VF's reportable segments is as follows: Three Months Ended June (In thousands) 2022 2021 Segment revenues: Outdoor $ 768,624 $ 617,754 Active 1,253,945 1,302,068 Work 238,878 274,735 Other 148 — Total segment revenues $ 2,261,595 $ 2,194,557 Segment profit (loss): Outdoor $ ( 46,851 ) $ ( 71,747 ) Active 214,031 270,862 Work 35,002 41,004 Other ( 225 ) ( 282 ) Total segment profit 201,957 239,837 Corporate and other expenses ( 233,309 ) ( 27,912 ) Interest expense, net ( 31,262 ) ( 32,775 ) Income (loss) from continuing operations before income taxes $ ( 62,614 ) $ 179,150 NOTE 14 — EARNINGS PER SHARE Three Months Ended June (In thousands, except per share amounts) 2022 2021 Earnings (loss) per share – basic: Income (loss) from continuing operations $ ( 55,960 ) $ 153,972 Weighted average common shares outstanding 387,563 391,351 Earnings (loss) per share from continuing operations $ ( 0.14 ) $ 0.39 Earnings (loss) per share – diluted: Income (loss) from continuing operations $ ( 55,960 ) $ 153,972 Weighted average common shares outstanding 387,563 391,351 Incremental shares from stock options and other dilutive securities — 2,777 Adjusted weighted average common shares outstanding 387,563 394,128 Earnings (loss) per share from continuing operations $ ( 0.14 ) $ 0.39 In the three-month period ended June 2022, the dilutive impact of outstanding options and other securities was excluded from dilutive shares as a result of the Company's net loss for the period and, as such, their inclusion would have been anti-dilutive. Outstanding options to purchase approximately 2.9 million shares were excluded from the calculation of diluted earnings per share for the three-month period ended June 2021 because the effect of their inclusion would have been anti-dilutive. In addition, 0.6 million shares of performance-based RSUs were excluded from the calculation of diluted earnings per share for the three-month period ended June 2021 because these units were not considered to be contingent outstanding shares in the period. NOTE 15 — FAIR VALUE MEASUREMENTS Financial assets and financial liabilities measured and reported at fair value are classified in a three-level hierarchy that prioritizes the inputs used in the valuation process. A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The hierarchy is based on the observability and objectivity of the pricing inputs, as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities, or (iii) information derived from or corroborated by observable market data. 17 VF Corporation Q1 FY23 Form 10-Q Table of Contents • Level 3 — Prices or valuation techniques that require significant unobservable data inputs. These inputs would normally be VF’s own data and judgments about assumptions that market participants would use in pricing the asset or liability. The following table summarizes financial assets and financial liabilities that are measured and recorded in the consolidated financial statements at fair value on a recurring basis: Total Fair Value Fair Value Measurement Using (a) (In thousands) Level 1 Level 2 Level 3 June 2022 Financial assets: Cash equivalents: Money market funds $ 50,619 $ 50,619 $ — $ — Time deposits 27,009 27,009 — — Derivative financial instruments 156,458 — 156,458 — Deferred compensation 106,658 106,658 — — Financial liabilities: Derivative financial instruments 23,770 — 23,770 — Deferred compensation 109,832 — 109,832 — Total Fair Value Fair Value Measurement Using (a) (In thousands) Level 1 Level 2 Level 3 March 2022 Financial assets: Cash equivalents: Money market funds $ 324,868 $ 324,868 $ — $ — Time deposits 1,100 1,100 — — Derivative financial instruments 79,046 — 79,046 — Deferred compensation 125,323 125,323 — — Financial liabilities: Derivative financial instruments 27,723 — 27,723 — Deferred compensation 129,078 — 129,078 — Contingent consideration 56,976 — — 56,976 (a) There were no transfers among the levels within the fair value hierarchy during the three months ended June 2022 or the year ended March 2022. The following table presents the activity related to the contingent consideration liability designated as Level 3: Three Months Ended June (In thousands) 2022 2021 Beginning Balance $ 56,976 $ 207,000 Change in fair value — ( 73,000 ) Cash payout ( 56,976 ) — Ending Balance $ — $ 134,000 VF’s cash equivalents include money market funds and time deposits with maturities within three months of their purchase dates, that approximate fair value based on Level 1 measurements. The fair value of derivative financial instruments, which consist of foreign exchange forward contracts, is determined based on observable market inputs (Level 2), including spot and forward exchange rates for foreign currencies, and considers the credit risk of the Company and its counterparties. VF’s deferred compensation assets primarily represent investments held within plan trusts as an economic hedge of the related deferred compensation liabilities. These investments primarily include mutual funds (Level 1) that are valued based on quoted prices in active markets. Liabilities related to VF’s deferred compensation plans are recorded at amounts due to participants, based on the fair value of the participants’ selection of hypothetical investments. The contingent consideration liability represented the amount of additional cash consideration paid to the selling shareholders of Supreme Holdings, Inc. ("Supreme"), which was dependent upon the achievement of certain financial targets over the one-year earn-out period ended January 31, 2022. The estimated fair value of the contingent consideration liability, which could range from zero to $ 300.0 million, was $ 57.0 million as of March 2022 VF Corporation Q1 FY23 Form 10-Q 18 Table of Contents and $ 134.0 million as of June 2021. During Fiscal 2022, the contingent consideration liability was remeasured at fair value based on the probability-weighted present value of various future cash payment outcomes resulting from the estimated achievement levels of the financial targets, with changes recognized in the selling, general and administrative expenses line item in the Consolidated Statements of Operations. The contingent consideration was paid during the three months ended June 2022. All other financial assets and financial liabilities are recorded in the consolidated financial statements at cost, except life insurance contracts which are recorded at cash surrender value. These other financial assets and financial liabilities include cash held as demand deposits, accounts receivable, short-term borrowings, accounts payable and accrued liabilities. At June 2022 and March 2022, their carrying values approximated fair value. Additionally, at June 2022 and March 2022, the carrying values of VF’s long-term debt, including the current portion, were $ 4,469.5 million and $ 5,085.3 million, respectively, compared with fair values of $ 4,208.3 million and $ 5,042.5 million at those respective dates. Fair value for long-term debt is a Level 2 estimate based on quoted market prices or values of comparable borrowings. NOTE 16 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES Summary of Derivative Financial Instruments All of VF’s outstanding derivative financial instruments are foreign exchange forward contracts. Although derivatives meet the criteria for hedge accounting at the inception of the hedging relationship, a limited number of derivative contracts intended to hedge assets and liabilities are not designated as hedges for accounting purposes. The notional amounts of all outstanding derivative contracts were $ 3.3 billion at June 2022, $ 2.9 billion at March 2022 and $ 2.7 billion at June 2021, consisting primarily of contracts hedging exposures to the euro, British pound, Canadian dollar, Swiss franc, South Korean won, Mexican peso, Swedish krona, Polish zloty, Japanese yen and New Zealand dollar. Derivative contracts have maturities up to 20 months. The following table presents outstanding derivatives on an individual contract basis: Fair Value of Derivatives with Unrealized Gains Fair Value of Derivatives with Unrealized Losses (In thousands) June 2022 March 2022 June 2021 June 2022 March 2022 June 2021 Foreign currency exchange contracts designated as hedging instruments $ 154,231 $ 79,046 $ 13,580 $ ( 22,612 ) $ ( 27,678 ) $ ( 64,616 ) Foreign currency exchange contracts not designated as hedging instruments 2,227 — 258 ( 1,158 ) ( 45 ) ( 1,109 ) Total derivatives $ 156,458 $ 79,046 $ 13,838 $ ( 23,770 ) $ ( 27,723 ) $ ( 65,725 ) VF records and presents the fair values of all of its derivative assets and liabilities in the Consolidated Balance Sheets on a gross basis, even though they are subject to master netting agreements. If VF were to offset and record the asset and liability balances of its foreign exchange forward contracts on a net basis in accordance with the terms of its master netting agreements, the amounts presented in the Consolidated Balance Sheets would be adjusted from the current gross presentation to the net amounts as detailed in the following table: June 2022 March 2022 June 2021 (In thousands) Derivative Asset Derivative Liability Derivative Asset Derivative Liability Derivative Asset Derivative Liability Gross amounts presented in the Consolidated Balance Sheets $ 156,458 $ ( 23,770 ) $ 79,046 $ ( 27,723 ) $ 13,838 $ ( 65,725 ) Gross amounts not offset in the Consolidated Balance Sheets ( 23,018 ) 23,018 ( 18,721 ) 18,721 ( 13,825 ) 13,825 Net amounts $ 133,440 $ ( 752 ) $ 60,325 $ ( 9,002 ) $ 13 $ ( 51,900 ) Derivatives are classified as current or noncurrent based on maturity dates, as follows: (In thousands) June 2022 March 2022 June 2021 Other current assets $ 133,859 $ 71,910 $ 6,746 Accrued liabilities ( 20,549 ) ( 24,267 ) ( 61,391 ) Other assets 22,599 7,136 7,092 Other liabilities ( 3,221 ) ( 3,456 ) ( 4,334 ) 19 VF Corporation Q1 FY23 Form 10-Q Table of Contents Cash Flow Hedges VF uses derivative contracts primarily to hedge a portion of the exchange risk for its forecasted sales, inventory purchases, operating costs and intercompany royalties. The effects of cash flow hedging included in VF’s Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) are summarized as follows: (In thousands) Gain (Loss) on Derivatives Recognized in OCI Three Months Ended June Cash Flow Hedging Relationships 2022 2021 Foreign currency exchange $ 99,430 $ ( 4,563 ) (In thousands) Gain (Loss) Reclassified from Accumulated OCI into Income (Loss) Three Months Ended June Location of Gain (Loss) 2022 2021 Net revenues $ ( 4,750 ) $ ( 1,798 ) Cost of goods sold 5,924 ( 6,169 ) Selling, general and administrative expenses 1,609 ( 917 ) Other income (expense), net 5,432 ( 1,702 ) Interest expense 27 27 Total $ 8,242 $ ( 10,559 ) Derivative Contracts Not Designated as Hedges VF uses derivative contracts to manage foreign currency exchange risk on third-party accounts receivable and payable, as well as intercompany borrowings. These contracts are not designated as hedges, and are recorded at fair value in the Consolidated Balance Sheets. Changes in the fair values of these instruments are recognized directly in earnings. Gains or losses on these contracts largely offset the net transaction losses or gains on the related assets and liabilities. In the case of derivative contracts executed on foreign currency exposures that are no longer probable of occurring, VF de-designates these hedges and the fair value changes of these instruments are also recognized directly in earnings. The impact of de-designated derivative contracts and changes in the fair value of derivative contracts not designated as hedges, recognized as gains or losses in VF's Consolidated Statements of Operations wer e not material f or the three months ended June 2022 and June 2021. Other Derivative Information At June 2022, accumulated OCI include d $ 108.9 million of pre-tax net deferred gains for foreign currency exchange contracts that are expected to be reclassified to earnings during the next 12 months. The amounts ultimately reclassified to earnings will depend on exchange rates in effect when outstanding derivative contracts are settled. Net Investment Hedge The Company has designated its euro-denominated fixed-rate notes, which represent € 1.850 billion in aggregate principal, as a net investment hedge of VF’s investment in certain foreign operations. Because this debt qualified as a nonderivative hedging instrument, foreign currency transaction gains or losses of the debt are deferred in the foreign currency translation and other component of accumulated OCI as an offset to the foreign currency translation adjustments on the hedged investments. During the three-month periods ended June 2022 and June 2021, the Company recognized an after-tax gain of $ 87.7 million and an after-tax loss of $ 11.5 million, respectively, in OCI related to the net investment hedge transaction. Any amounts deferred in accumulated OCI will remain until the hedged investment is sold or substantially liquidated. NOTE 17 — RESTRUCTURING The Company incurs restructuring charges related to strategic initiatives and cost optimization of business activities, primarily related to severance and employee-related benefits. During the three months ended June 2022, VF recognized $ 6.1 million of restructuring charges, related to approved initiatives. Of the restructuring charges recognized in the three months ended June 2022, $ 4.7 million were reflected in selling, general and administrative expenses and $ 1.4 million in cost of goods sold. The Company has not recognized any significant incremental costs related to accruals for the year ended March 2022 or prior periods. Of the $ 21.2 million total restructuring accrual at June 2022, $ 20.5 million is expected to be paid out within the next 12 months and is classified within accrued liabilities. The remaining $ 0.7 million will be paid out beyond the next 12 months and thus is classified within other liabilities. VF Corporation Q1 FY23 Form 10-Q 20 Table of Contents The components of the restructuring charges are as follows: Three Months Ended June (In thousands) 2022 2021 Severance and employee-related benefits $ 2,094 $ 2,874 Accelerated depreciation 3,668 1,431 Contract termination and other 344 — Total restructuring charges $ 6,106 $ 4,305 Restructuring costs by business segment are as follows: Three Months Ended June (In thousands) 2022 2021 Outdoor $ — $ 2,223 Active — 732 Work — — Other 6,106 1,350 Total $ 6,106 $ 4,305 The activity in the restructuring accrual for the three-month period ended June 2022 was as follows: (In thousands) Severance Other Total Accrual at March 2022 $ 25,640 $ 1,211 $ 26,851 Charges 2,094 344 2,438 Cash payments and settlements ( 7,773 ) ( 84 ) ( 7,857 ) Adjustments to accruals ( 150 ) 62 ( 88 ) Impact of foreign currency ( 93 ) ( 45 ) ( 138 ) Accrual at June 2022 $ 19,718 $ 1,488 $ 21,206 NOTE 18 — CONTINGENCIES As previously reported, VF petitioned the U.S. Tax Court (the “Court”) to resolve an IRS dispute regarding the timing of income inclusion associated with VF’s acquisition of The Timberland Company in September 2011. While the IRS argues that all such income should have been immediately included in 2011, VF has reported periodic income inclusions in subsequent tax years. Both parties moved for summary judgment on the issue. On January 31, 2022, the Court issued its opinion in favor of the IRS and on July 14, 2022 issued its final decision. VF believes the opinion of the Court was in error based on the technical merits and intends to appeal; however, VF will be required to pay the 2011 taxes and interest being disputed or post a surety bond. It is anticipated that during Fiscal 2023, the IRS will assess, and VF will pay, the 2011 taxes and interest, which would be recorded as a tax receivable based on the technical merits of our position with regards to the case. The gross amount of taxes and interest as of July 2, 2022 was estimated at approximately $ 857.5 million and will continue to accrue interest until paid. VF continues to believe its timing and treatment of the income inclusion is appropriate and VF is vigorously defending its position. However, should the Court opinion ultimately be upheld on appeal, this tax receivable may not be collected by VF. If the Court opinion is upheld, VF should be entitled to a refund of taxes paid on the periodic inclusions that VF has reported. However, any such refund could be substantially reduced by potential indirect tax effects resulting from application of the Court opinion. Deferred tax liabilities, representing VF’s future tax on annual inclusions, would also be released. The net impact to tax expense estimated as of July 2, 2022 could be up to $ 715.0 million. The Company is currently involved in other legal proceedings that are ordinary, routine litigation incidental to the business. The resolution of which is not currently expected to have a material adverse impact on the Company's financial position, results of operations or cash flows. NOTE 19 — SUBSEQUENT EVENT On July 26, 2022, VF’s Board of Directors declared a quarterly cash dividend of $ 0.50 per share, payable on September 20, 2022 to stockholders of record on September 12, 2022. 21 VF Corporation Q1 FY23 Form 10-Q Table of Contents