What changed in this filing

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Item 1. Financial Statements

2022-11-02 compared with 2022-08-05 · 339 added, 162 removed, 691 unchanged (42% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

(In thousands, except share amounts) June 2022 March 2022 June 2021

(In thousands, except share amounts) September 2022 March 2022 September 2021

Current assets

2 unchanged sentences

Accounts receivable, less allowance for doubtful accounts of:

June 2022 - $ 29,780 ;

September 2022 - $ 27,515 ;

March 2022 - $ 27,959 ;

June 2021 - $ 33,666

September 2021 - $ 33,822

1,834,598 1,467,842 1,787,331

2,749,894 1,418,673 1,464,714

Short-term investments

Other current assets

32 unchanged sentences

shares authorized, 25,000,000 ;

no shares outstanding at June 2022, March 2022 or June 2021

no shares outstanding at September 2022, March 2022 or September 2021

Common Stock, stated value $ 0.25 ;

shares authorized, 1,200,000,000 ;

shares outstanding at June 2022 - 388,490,713 ;

shares outstanding at September 2022 - 388,569,062 ;

March 2022 - 388,298,375 ;

June 2021 - 392,621,561

September 2021 - 392,758,016

97,142 97,075 98,190

3 unchanged sentences

( 844,165 ) ( 926,579 ) ( 940,834 )

Retained earnings

Retained earnings (accumulated deficit)

( 120,127 ) 443,475 586,438

5 unchanged sentences

Consolidated Statements of Operations

Three Months Ended June

Three Months Ended September Six Months Ended September

(In thousands, except per share amounts) 2022 2021 2022 2021

5 unchanged sentences

1,251,320 1,160,303 2,406,571 2,196,425

Impairment of goodwill and intangible assets

421,922 — 421,922 —

Total costs and operating expenses

3,171,419 2,639,749 5,369,652 4,631,422

Operating income

Operating income (loss)

( 90,819 ) 558,486 ( 27,457 ) 761,370

Interest income

823 1,518 2,106 3,660

Interest expense

9 unchanged sentences

Income from discontinued operations, net of tax

— — — 170,273

Net income (loss)

19 unchanged sentences

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended June

Three Months Ended September Six Months Ended September

(In thousands) 2022 2021 2022 2021

8 unchanged sentences

Defined benefit pension plans

Current period actuarial losses

Current period actuarial gains (losses)

5,426 ( 439 ) ( 14,142 ) ( 4,452 )

Amortization of net deferred actuarial losses

3,953 2,871 7,674 5,711

Amortization of deferred prior service credits

1 unchanged sentence

Reclassification of net actuarial loss from settlement charges

1,141 76 92,902 1,024

Income tax effect

1 unchanged sentence

Derivative financial instruments

Gains (losses) arising during the period

Gains arising during the period

102,685 34,361 202,115 29,798

13 unchanged sentences

Consolidated Statements of Cash Flows

Three Months Ended June

Six Months Ended September

(In thousands) 2022 2021

5 unchanged sentences

( 174,392 ) 618,025

Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:

Adjustments to reconcile net income (loss) to cash used by operating activities:

Impairment of goodwill and intangible assets

Depreciation and amortization

21 unchanged sentences

52,123 ( 257,016 )

Cash provided (used) by operating activities - continuing operations

Cash used by operating activities - continuing operations

( 913,957 ) ( 177,227 )

Cash provided by operating activities - discontinued operations

Cash provided (used) by operating activities

Cash used by operating activities

( 913,957 ) ( 171,137 )

INVESTING ACTIVITIES

Business acquisitions, net of cash received

Proceeds from sale of businesses, net of cash sold

Proceeds from sale of short-term investments

Capital expenditures

13 unchanged sentences

( 500,522 ) ( 508 )

Payment of debt issuance costs

Cash dividends paid

2 unchanged sentences

( 1,931 ) 25,971

Cash used by financing activities

Cash provided (used) by financing activities

408,764 ( 359,853 )

7 unchanged sentences

$ 554,297 $ 1,361,617

Continued on next page.

See notes to consolidated financial statements

VF Corporation Q2 FY23 Form 10-Q 6

VF CORPORATION

Consolidated Statements of Cash Flows

Six Months Ended September

(In thousands) 2022 2021

Balances per Consolidated Balance Sheets:

7 unchanged sentences

Consolidated Statements of Stockholders’ Equity

Three Months Ended June 2022

Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings

Three Months Ended September 2022

Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings (Accumulated Deficit)

(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

Balance, June 2022 388,490,713 $ 97,123 $ 3,941,440 $ ( 874,876 ) $ 188,806 $ 3,352,493

Net income (loss)

10 unchanged sentences

— — — 73,797 — 73,797

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

Balance, September 2022 388,569,062 $ 97,142 $ 3,952,786 $ ( 844,165 ) $ ( 120,127 ) $ 3,085,636

Three Months Ended September 2021

Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings (Accumulated Deficit)

(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

Balance, June 2021 392,621,561 $ 98,155 $ 3,824,656 $ ( 965,886 ) $ 317,105 $ 3,274,030

Net income (loss)

10 unchanged sentences

— — — 47,256 — 47,256

Balance, June 2021 392,621,561 $ 98,155 $ 3,824,656 $ ( 965,886 ) $ 317,105 $ 3,274,030

Balance, September 2021 392,758,016 $ 98,190 $ 3,854,687 $ ( 940,834 ) $ 586,438 $ 3,598,481

Continued on next page.

See notes to consolidated financial statements.

VF Corporation Q2 FY23 Form 10-Q 8

Six Months Ended September 2022

Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings (Accumulated Deficit)

(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) — — — — ( 174,392 ) ( 174,392 )

Dividends on Common Stock ($ 1.00 per share)

— — ( 5,343 ) — ( 382,941 ) ( 388,284 )

Stock-based compensation, net 270,687 67 41,745 — ( 6,269 ) 35,543

Foreign currency translation and other — — — ( 132,214 ) — ( 132,214 )

Defined benefit pension plans — — — 63,745 — 63,745

Derivative financial instruments — — — 150,883 — 150,883

Balance, September 2022 388,569,062 $ 97,142 $ 3,952,786 $ ( 844,165 ) $ ( 120,127 ) $ 3,085,636

Six Months Ended September 2021

Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings (Accumulated Deficit)

(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) — — — — 788,298 788,298

Dividends on Common Stock ($ 0.98 per share)

— — ( 2,597 ) — ( 381,830 ) ( 384,427 )

Stock-based compensation, net 816,539 205 79,639 — ( 9,564 ) 70,280

Foreign currency translation and other — — — 13,053 — 13,053

Defined benefit pension plans — — — 2,112 — 2,112

Derivative financial instruments — — — 53,001 — 53,001

Balance, September 2021 392,758,016 $ 98,190 $ 3,854,687 $ ( 940,834 ) $ 586,438 $ 3,598,481

See notes to consolidated financial statements.

9 VF Corporation Q2 FY23 Form 10-Q

VF CORPORATION

9 unchanged sentences

NOTE 8 Leases

NOTE 9 Long-term Debt 16

NOTE 10 Pension Plans

13 unchanged sentences

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.

Accordingly, this Form 10-Q presents our second quarter of Fiscal 2023.

For presentation purposes herein, all references to periods ended September 2022 and September 2021 relate to the fiscal periods ended on October 1, 2022 and October 2, 2021, respectively.

References to March 2022 relate to information as of April 2, 2022.

12 unchanged sentences

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.

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”).

Operating results for the three and six months ended September 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.

The duration and severity of the challenging macroeconomic environment, the coronavirus ("COVID-19") pandemic and the conflict between Russia and Ukraine, and the related impacts on VF's business are subject to uncertainty;

however, the estimates and assumptions made by management are based on available information.

Actual results may differ from those estimates.

1 unchanged sentence

Supply Chain Financing Program

During the three months ended June 2022, VF reinstated its voluntary supply chain finance ("SCF") program.

During the first quarter of Fiscal 2023, 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.

3 unchanged sentences

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.

The amounts settled through the SCF program during the three and six months ended September 2022 were $ 417.2 million and $ 432.2 million, respectively.

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.

11 VF Corporation Q2 FY23 Form 10-Q

NOTE 2 — RECENTLY ISSUED ACCOUNTING STANDARDS

5 unchanged sentences

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.

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.

1 unchanged sentence

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

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.

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, but the Company does not expect the adoption of this guidance to have a material impact on VF's annual disclosures.

In September 2022, the FASB issued ASU No.

2022-04, " Liabilities — Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations".

This guidance requires companies with supplier finance programs to disclose sufficient qualitative and quantitative information about the program to allow a user of the financial statements to understand the nature of, activity in, and potential magnitude of the program.

The guidance will be effective for VF in the first quarter of Fiscal 2024, except for certain quantitative disclosures that will be effective in Fiscal 2025.

Early adoption is permitted.

The Company is evaluating the impact that adopting this guidance will have on VF's disclosures.

NOTE 3 — REVENUES

1 unchanged sentence

The following table provides information about contract assets and contract liabilities:

(In thousands) June 2022 March 2022 June 2021

(In thousands) September 2022 March 2022 September 2021

Contract assets (a)

4 unchanged sentences

(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.

For the three and six months ended September 2022, the Company recognized $ 96.2 million and $ 160.6 million, respectively, 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.

As of September 2022, the Company expects to recognize $ 75.4 million of fixed consideration related to the future mini mum 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.

As of September 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 and six months ended September 2022, revenue recognized from performance obligations satisfied, or partially satisfied, in prior periods was not material.

VF Corporation Q2 FY23 Form 10-Q 12

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

Three Months Ended September 2022

(In thousands) Outdoor Active Work Other Total

9 unchanged sentences

Total $ 1,555,328 $ 1,260,110 $ 265,162 $ — $ 3,080,600

Three Months Ended September 2021

(In thousands) Outdoor Active Work Other Total

Channel revenues

Wholesale $ 1,132,068 $ 605,523 $ 252,016 $ 278 $ 1,989,885

Direct-to-consumer 371,109 780,826 40,140 — 1,192,075

Royalty 3,444 5,824 7,007 — 16,275

Total $ 1,506,621 $ 1,392,173 $ 299,163 $ 278 $ 3,198,235

Geographic revenues

Americas $ 787,797 $ 793,325 $ 225,682 $ 278 $ 1,807,082

Europe 536,522 410,670 25,420 — 972,612

Asia-Pacific 182,302 188,178 48,061 — 418,541

Total $ 1,506,621 $ 1,392,173 $ 299,163 $ 278 $ 3,198,235

Six Months Ended September 2022

(In thousands) Outdoor Active Work Other Total

Channel revenues

Wholesale $ 1,629,452 $ 1,123,191 $ 410,016 $ 148 $ 3,162,807

Direct-to-consumer 687,009 1,376,703 81,501 — 2,145,213

Royalty 7,491 14,161 12,523 — 34,175

Total $ 2,323,952 $ 2,514,055 $ 504,040 $ 148 $ 5,342,195

Geographic revenues

Americas $ 1,215,271 $ 1,515,611 $ 408,157 $ 148 $ 3,139,187

Europe 803,613 681,926 41,503 — 1,527,042

Asia-Pacific 305,068 316,518 54,380 — 675,966

Total $ 2,323,952 $ 2,514,055 $ 504,040 $ 148 $ 5,342,195

13 VF Corporation Q2 FY23 Form 10-Q

Three Months Ended June 2021

Six Months Ended September 2021

(In thousands) Outdoor Active Work Other Total

19 unchanged sentences

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 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 in the income from discontinued operations, net of tax line item in the Consolidated Statement o f Operations for the six months ended September 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.

VF Corporation Q2 FY23 Form 10-Q 14

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

Six Months Ended September

(In thousands) 2022 2021

8 unchanged sentences

Income tax benefit (a)

Income from discontinued operations, net of tax

Income from discontinued operations, net of tax (b)

$ — $ 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

(a) Income tax benefit for the six months ended September 2021 includes $ 12.0 million of deferred tax benefit related to capital and other losses realized upon the sale of the Occupational Workwear business.

(b) There was no activity during the three months ended September 2022 and 2021.

NOTE 5 — INVENTORIES

(In thousands) June 2022 March 2022 June 2021

(In thousands) September 2022 March 2022 September 2021

Finished products $ 2,689,412 $ 1,353,483 $ 1,397,988

2 unchanged sentences

Total inventories $ 2,749,894 $ 1,418,673 $ 1,464,714

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.

During the first quarter of Fiscal 2023, 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 $ 618.7 million, $ 67.7 million and $ 112.0 million of in-transit inventory as of September 2022, March 2022 and September 2021, respectively.

NOTE 6 — INTANGIBLE ASSETS

June 2022 March 2022

September 2022 March 2022

(In thousands) Weighted

7 unchanged sentences

Intangible assets, net $ 2,776,022 $ 3,000,351

Amortization expense for the three months ended June 2022 was $ 3.6 million.

In the three months ended September 2022, VF performed an interim impairment analysis of the Supreme ® indefinite-lived trademark intangible asset and recorded an impairment charge of $ 192.9 million to reduce the carrying value to fair value.

Refer to Note 16 for additional information on fair value measurements.

Amortization expense for the three and six months ended September 2022 was $ 3.5 million and $ 7.1 million, respectively.

Based on the carrying amounts of amortizable intangible assets noted above, estimated amortization expense for the next five years beginning in Fiscal 2023 is $ 14.1 million, $ 13.6 million, $ 13.1 million, $ 12.1 million and $ 11.6 million, respectively.

15 VF Corporation Q2 FY23 Form 10-Q

NOTE 7 — GOODWILL

2 unchanged sentences

Balance, March 2022 $ 660,786 $ 1,619,121 $ 113,900 $ 2,393,807

Impairment charge — ( 229,044 ) — ( 229,044 )

Currency translation ( 17,261 ) ( 43,060 ) ( 1,742 ) ( 62,063 )

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.

Balance, September 2022 $ 643,525 $ 1,347,017 $ 112,158 $ 2,102,700

During the three months ended September 2022, VF performed an interim impairment analysis of the Supreme reporting unit and recorded an impairment charge of $ 229.0 million.

The Supreme reporting unit is part of the Active segment.

Refer to Note 16 for additional information on fair value measurements.

Accum ulated impairm ent charges for the Outdoor and Active segments were $ 323.3 million and $ 229.0 million as of September 2022, respectively, and $ 323.3 million for the Outdoor segment as of March 2022.

NOTE 8 — LEASES

3 unchanged sentences

Components of lease cost were as follows:

Three Months Ended June

Three Months Ended September Six Months Ended September

(In thousands) 2022 2021 2022 2021

2 unchanged sentences

Total lease cost $ 135,438 $ 132,651 $ 270,308 $ 274,090

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.

During the six months ended September 2022 and 2021, the Company paid $ 204.5 million and $ 241.8 million of cash for operating leases, respectively.

During the six months ended September 2022 and 2021, the Company obtained $ 215.1 million and $ 123.1 million of right-of-use assets in exchange for lease liabilities, respectively.

NOTE 9 — LONG-TERM DEBT

Term Debt Facility

On August 11, 2022, the Company entered into a delayed draw Term Loan Agreement (the “DDTL Agreement”).

Under the DDTL Agreement, the lenders have agreed to provide up to three separate delayed draw term loans (each, a “Delayed Draw”) to the Company in an aggregate principal amount of up to $ 1.0 billion (which may be increased to $ 1.1 billion subject to the terms and conditions of the DDTL Agreement).

The DDTL Agreement has a stated termination date of the earlier of December 30, 2024 or the two-year anniversary of the latest Delayed Draw under the DDTL Agreement.

Subject to the terms and conditions of the DDTL Agreement, the Company may request extensions of the stated termination date.

Any commitments of the lenders to provide Delayed Draws (“DDTL Commitments”) that remain undrawn will automatically

terminate on December 30, 2022.

Interest on the borrowings under the DDTL Agreement will generally be at Term Secured Overnight Financing Rate ("SOFR"), plus a 10 basis point credit spread adjustment, plus a margin.

The margin ranges from 0.70 % to 0.875 % per annum based on the Company’s credit ratings.

A ticking fee of 0.07 % per annum on the undrawn DDTL Commitments accrues during the period from November 10, 2022 to December 29, 2022.

The Company is permitted at any time to terminate unused DDTL Commitments and to prepay outstanding Delayed Draws without premium or penalty.

VF completed its first draw under the DDTL Agreement of $ 800.0 million on October 18, 2022, which will mature no later than December 30, 2024.

In connection with the draw, VF elected a base rate of one-month term SOFR.

VF Corporation Q2 FY23 Form 10-Q 16

1 unchanged sentence

The components of pension cost (income) for VF’s defined benefit plans were as follows:

Three Months Ended June

Three Months Ended September Six Months Ended September

(In thousands) 2022 2021 2022 2021

9 unchanged sentences

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.

VF contributed $ 9.5 million to its defined benefit plans during the six months ended September 2022, and intends to make approximately $ 11.4 million of contributions during the remainder of Fiscal 2023.

In the first quarter of Fiscal 2023, 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”) .

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 six months ended September 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.

Additionally, VF recorded $ 1.1 million in settlement charges in the other income (expense), net line item in the Consolidated Statements of Operations for the three and six months ended September 2022, as well as $ 0.1 million and $ 1.0 million for the three and six months ended September 2021, respectively .

The settlement charges related to the recognition of deferred actuarial losses resulting from lump sum payments of retirement benefits in the supplemental defined benefit pension plan.

Actuarial assumptions used in the interim valuations were reviewed and revised as appropriate.

The discount rate used to determine the supplemental defined benefit pension obligation as of September 2022 was 5.71 %.

17 VF Corporation Q2 FY23 Form 10-Q

NOTE 11 — CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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.

During the six months ended September 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.

There were no shares held in treasury at the end of September 2022, March 2022 or September 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

Accumulated Other Comprehensive Income (Loss)

2 unchanged sentences

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

(In thousands) September 2022 March 2022 September 2021

Foreign currency translation and other $ ( 883,846 ) $ ( 751,632 ) $ ( 687,120 )

3 unchanged sentences

The changes in accumulated OCI, net of related taxes, were as follows:

Three Months Ended June 2022

Three Months Ended September 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 )

Balance, June 2022 $ ( 833,166 ) $ ( 174,139 ) $ 132,429 $ ( 874,876 )

Other comprehensive income (loss) before reclassifications

4 unchanged sentences

( 50,680 ) 7,594 73,797 30,711

Balance, September 2022 $ ( 883,846 ) $ ( 166,545 ) $ 206,226 $ ( 844,165 )

Three Months Ended September 2021

(In thousands) Foreign Currency Translation and Other Defined Benefit Pension Plans Derivative Financial Instruments Total

Balance, June 2021 $ ( 663,120 ) $ ( 257,431 ) $ ( 45,335 ) $ ( 965,886 )

Three Months Ended June 2021

Other comprehensive income (loss) before reclassifications

( 24,000 ) ( 327 ) 28,383 4,056

Amounts reclassified from accumulated other comprehensive income (loss)

— 2,123 18,873 20,996

Net other comprehensive income (loss)

( 24,000 ) 1,796 47,256 25,052

Balance, September 2021 $ ( 687,120 ) $ ( 255,635 ) $ 1,921 $ ( 940,834 )

VF Corporation Q2 FY23 Form 10-Q 18

Six Months Ended September 2022

(In thousands) Foreign Currency Translation and Other Defined Benefit Pension Plans Derivative Financial Instruments Total

6 unchanged sentences

( 132,214 ) 63,745 150,883 82,414

Balance, June 2021 $ ( 663,120 ) $ ( 257,431 ) $ ( 45,335 ) $ ( 965,886 )

VF Corporation Q1 FY23 Form 10-Q 14

Balance, September 2022 $ ( 883,846 ) $ ( 166,545 ) $ 206,226 $ ( 844,165 )

Six Months Ended September 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

13,053 ( 2,738 ) 24,012 34,327

Amounts reclassified from accumulated other comprehensive income (loss)

— 4,850 28,989 33,839

Net other comprehensive income (loss)

13,053 2,112 53,001 68,166

Balance, September 2021 $ ( 687,120 ) $ ( 255,635 ) $ 1,921 $ ( 940,834 )

Reclassifications out of accumulated OCI were as follows:

(In thousands) Three Months Ended June

(In thousands) Three Months Ended September Six Months Ended September

Details About Accumulated Other Comprehensive Income (Loss) Components Affected Line Item in the Consolidated Statements of Operations

2022 2021 2022 2021

Amortization of defined benefit pension plans:

8 unchanged sentences

1,497 707 26,232 1,650

( 3,486 ) ( 2,123 ) ( 74,121 ) ( 4,850 )

Gains (losses) on derivative financial instruments:

15 unchanged sentences

Total reclassifications for the period, net of tax $ 9,046 $ ( 20,996 ) $ ( 54,620 ) $ ( 33,839 )

19 VF Corporation Q2 FY23 Form 10-Q

NOTE 12 — 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.

During the six months ended September 2022, VF granted stock options to employees and nonemployee members of VF's Board of Directors to purchase 2,447,202 shares of its Common Stock at a weighted average exercise price of $ 45.32 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 .

Employee stock options vest and become exercisable 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.

1 unchanged sentence

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

Six Months Ended September 2022

Expected volatility 30 % to 42 %

4 unchanged sentences

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.

During the six months ended September 2022, VF granted 362,627 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 weighted average fair market value of VF Common Stock at the dates the units were granted was $ 45.30 per share.

Each performance-based RSU has a potential final payout ranging from zero to two shares of VF Common Stock.

1 unchanged sentence

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.

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

During the three months ended June 2022, VF granted 19,860 nonperformance-based RSUs to nonemployee members of the Board of Directors.

During the six months ended September 2022, VF granted 21,471 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.

The weighted average fair market value of VF Common Stock at the dates the units were granted was $ 45.29 per share.

In addition, VF granted 639,575 nonperformance-based RSUs to employees during the six months ended September 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.

The weighted average fair market value of VF Common Stock at the dates the units were granted was $ 45.29 per share.

VF also granted 55,879 restricted shares of VF Common Stock to a member of management during the six months ended September 2022.

These shares vest ratably over a four-year period from the date of grant.

The fair market value of VF Common Stock at the date the shares were granted was $ 44.74 per share.

VF Corporation Q2 FY23 Form 10-Q 20

NOTE 13 — 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.

The effective income tax rate for the six months ended September 2022 was 11.3 % compared to 13.1 % in the 2021 period.

The six months ended September 2022 included a net discrete tax expense of $ 5.1 million, which primarily related to unrecognized tax benefits and interest.

Excluding the $ 5.1 million net discrete tax expense in the 2022 period, the effective income tax rate would have been 13.9 %.

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.

The six months ended September 2021 included a net discrete tax benefit of $ 0.2 million, which included a $ 3.4 million net tax expense related to unrecognized tax benefits and interest, a $ 1.4 million tax benefit related to stock compensation, and a $ 2.4 million net tax benefit related to tax rate change on deferred tax items.

The $ 0.2 million net discrete tax benefit in the 2021 period had an insignificant impact on the effective income tax rate.

Without discrete items, the effective income tax rate for the six months ended September 2022 increased by 0.8 % compared with the 2021 period primarily due to year-to-date losses generated in the current year.

VF files a consolidated U.S.

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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 believes the opinion of the Court was in error based on the technical merits and filed a notice of appeal on October 7, 2022.

VF continues to believe its timing and treatment of the income inclusion is appropriate and VF is vigorously defending its position.

2 unchanged sentences

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 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.

The IRS examinations for tax year 2017 and short-tax year 2018 are anticipated to close during Fiscal 2023, resulting in a favorable adjustment of approximately $ 95 million to VF’s transition tax liability under the Tax Cuts and Jobs Act.

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.

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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.

During the six months ended September 2022, the amount of net unrecognized tax benefits and associated interest increased by $ 4.3 million to $ 282.1 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 $ 253.4 million related to the completion of examinations and other settlements with tax authorities and the expiration of statutes of limitations, of which $ 7.7 million would reduce income tax expense.

On August 16, 2022, the U.S.

enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy.

Based on the current analysis of the provisions, the Company does not expect this legislation to have a material impact on VF's income tax accounts.

21 VF Corporation Q2 FY23 Form 10-Q

NOTE 14 — REPORTABLE SEGMENT INFORMATION

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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

Other includes results primarily related to sourcing activities related to transition services.

Financial information for VF's reportable segments is as follows:

Three Months Ended June

Three Months Ended September Six Months Ended September

(In thousands) 2022 2021 2022 2021

3 unchanged sentences

Work 265,162 299,163 504,040 573,898

Other — 278 148 278

Total segment revenues $ 3,080,600 $ 3,198,235 $ 5,342,195 $ 5,392,792

5 unchanged sentences

Total segment profit 480,037 630,028 681,994 869,865

Impairment of goodwill and intangible assets

( 421,922 ) — ( 421,922 ) —

Corporate and other expenses

4 unchanged sentences

NOTE 15 — EARNINGS PER SHARE

Three Months Ended June

Three Months Ended September Six Months Ended September

(In thousands, except per share amounts) 2022 2021 2022 2021

12 unchanged sentences

Incremental shares from stock options and other dilutive securities

— 2,238 — 2,507

Adjusted weighted average common shares outstanding

2 unchanged sentences

$ ( 0.31 ) $ 1.18 $ ( 0.45 ) $ 1.57

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.

In both the three and six-month periods ended September 2022, the dilutive impact of outstanding options and other securities were excluded from dilutive shares as a result of the Company's net loss for the periods and, as such, their inclusion would have been anti-dilutive.

Outstanding options to purchase approximately 2.8 million shares were excluded from the calculations of diluted earnings per share for both the three and

six-month periods ended September 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 calculations of diluted earnings per share for both the three and six-month periods ended September 2021, because these units were not considered to be contingent outstanding shares in those periods.

VF Corporation Q2 FY23 Form 10-Q 22

NOTE 16 — FAIR VALUE MEASUREMENTS

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• 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.

• 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

• 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.

These inputs would normally be VF’s own data and judgments about assumptions that market participants would use in pricing the asset or liability.

Recurring Fair Value Measurements

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:

1 unchanged sentence

(In thousands) Level 1 Level 2 Level 3

September 2022

Financial assets:

19 unchanged sentences

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.

(a) There were no transfers among the levels within the fair value hierarchy during the six months ended September 2022 or the year ended March 2022.

23 VF Corporation Q2 FY23 Form 10-Q

The following table presents the activity related to the contingent consideration liability designated as Level 3:

Three Months Ended June

Three Months Ended September Six Months Ended September

(In thousands) 2022 2021 2022 2021

6 unchanged sentences

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.

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.

2 unchanged sentences

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

and $ 134.0 million as of June 2021.

and was paid during the six months ended September 2022.

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.

All other significant 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.

At September 2022 and March 2022, their carrying values approximated fair value.

Additionally, at September 2022 and March 2022, the carrying values of VF’s long-term debt, including the current portion, were $ 4,358.2 million and $ 5,085.3 million, respectively, compared with fair values of $ 3,906.2 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.

Nonrecurring Fair Value Measurements

Certain non-financial assets, primarily property, plant and equipment, goodwill and intangible assets, are not required to be measured at fair value on a recurring basis and are reported at carrying value.

However, these assets are required to be assessed for impairment whenever events or circumstances indicate their carrying value may not be fully recoverable, and at least annually for goodwill and indefinite-lived intangible assets.

In the event an impairment is required, the asset is adjusted to its estimate fair value, using market-based assumptions.

In conjunction with VF's annual goodwill and indefinite-live intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2022, management performed quantitative impairment analysis of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset.

Based on the quantitative impairment analysis, management concluded the goodwill and indefinite-lived trademark intangible asset were not impaired.

The estimated fair values of the reporting unit and indefinite lived trademark intangible asset exceeded the carrying values by 5 % and 3 %, respectively.

The Company has continued to monitor macroeconomic events after its most recent annual goodwill and indefinite-lived intangible asset impairment testing.

During the three months ended September 2022, due to continued increases in the federal funds rate and strengthening of the U.S.

dollar relative to other currencies, the Company determined that a triggering event had

occurred requiring impairment testing of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset.

Supreme was acquired by VF in Fiscal 2021.

Supreme is a global streetwear leader that sells apparel, accessories and footwear under its namesake brand, Supreme ® .

Products are sold globally through VF-operated stores and online.

The Supreme reporting unit is included in the Active reportable segment.

The carrying values of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset at the October 1, 2022 testing date were $ 1.21 billion and $ 1.19 billion, respectively.

The fair values of the Supreme reporting unit and indefinite-lived trademark intangible asset were estimated using valuation techniques consistent with those discussed in Critical Accounting Policies and Estimates included in Management's Discussion and Analysis in the Fiscal 2022 Form 10-K, and utilized significant unobservable inputs (Level 3).

As a result of the interim impairment testing performed, VF recorded impairment charges of $ 229.0 million and $ 192.9 million to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively, in the Consolidated Statements of Operations.

The impairment related to an increase in the market-based discount rates used in the valuations and the negative impact of foreign currency exchange rate changes on financial projections.

VF Corporation Q2 FY23 Form 10-Q 24

Management’s revenue and profitability forecasts used in the Supreme reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives and industry trends.

Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.

Key assumptions developed by management and used in the quantitative analysis of the Supreme reporting unit and indefinite-lived trademark intangible asset include:

• Financial projections and future cash flows reflecting results lower than forecasts used in the Fiscal 2022 annual test primarily driven by the negative impacts of foreign currency exchange rate changes.

The projections assume revenue growth and profitability improvement throughout the forecast period reflecting the long-term strategy for the business which is largely unchanged from the business combination valuation, and terminal growth rates based on the expected long-term growth rate of the business;

• Tax rates based on the statutory rates for the countries in which the brand operates and the related intellectual property is domiciled, which consider intellectual property transfers completed by the Company during Fiscal 2022;

• Royalty rates based on market data as well as active license agreements with similar VF brands, which are consistent with the Fiscal 2022 annual test valuation assumptions;

• Market-based discount rates above those used in the Fiscal 2022 annual test valuation primarily driven by a higher federal funds rate;

• Market approach reflecting lower recent historical financial measures for Supreme and valuation multiples below those used in the Fiscal 2022 annual test.

The valuation model used by management in the impairment testing assumes revenue growth and profitability improvement, and execution of Supreme's long-term growth strategy, including expansion into new markets.

Management's estimates were based on information available as of the date of our assessment.

Although management believes the estimates and assumptions used in the impairment testing are reasonable and appropriate, it is possible that VF's assumptions and conclusions regarding impairment of the Supreme reporting unit goodwill or indefinite-lived trademark intangible asset could change in future periods.

There can be no assurance the estimates and assumptions, particularly our long-term financial projections, used in the impairment testing during the three months ended September 2022 will prove to be accurate predictions of the future.

For example, variations in our assumptions related to brand performance and execution of planned growth strategies, foreign currency exchange rates, discount rates, or comparable company market approach inputs could impact future conclusions.

A future impairment charge of the Supreme reporting unit goodwill or indefinite-lived trademark intangible asset could have a material effect on VF's consolidated financial position and results of operations.

The Company owns a broad, diverse portfolio of brands and businesses for which material amounts of goodwill and intangible assets have been recorded in the Consolidated Balance Sheets.

Management continuously evaluates the performance of VF's brands and businesses, as well as other relevant factors, in assessing whether potential triggering events have occurred.

Although no other triggering events for impairment testing were identified during the three or six months ended September 2022, it is possible that VF's conclusions regarding impairment or recoverability of goodwill or intangible assets could change in future periods.

A future impairment charge of goodwill or intangible assets could have a material effect on VF's consolidated financial position and results of operations.

NOTE 17 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

2 unchanged sentences

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.

The notional amounts of all outstanding derivative contracts were $ 3.0 billion at September 2022, $ 2.9

billion at March 2022 and $ 2.5 billion at September 2021, consisting primarily of contracts hedging exposures to the euro, British pound, Canadian dollar, Swiss franc, Mexican peso, South Korean won, Swedish krona, Polish zloty, Japanese yen and New Zealand dollar.

Derivative contracts have maturities up to 20 months.

3 unchanged sentences

with Unrealized Losses

(In thousands) June 2022 March 2022 June 2021 June 2022 March 2022 June 2021

(In thousands) September 2022 March 2022 September 2021 September 2022 March 2022 September 2021

Foreign currency exchange contracts designated as hedging instruments

4 unchanged sentences

$ 215,264 $ 79,046 $ 35,828 $ ( 32,921 ) $ ( 27,723 ) $ ( 33,723 )

25 VF Corporation Q2 FY23 Form 10-Q

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

September 2022 March 2022 September 2021

(In thousands) Derivative

10 unchanged sentences

Derivatives are classified as current or noncurrent based on maturity dates, as follows:

(In thousands) June 2022 March 2022 June 2021

(In thousands) September 2022 March 2022 September 2021

Other current assets $ 186,926 $ 71,910 $ 27,903

2 unchanged sentences

Other liabilities ( 4,437 ) ( 3,456 ) ( 2,114 )

19 VF Corporation Q1 FY23 Form 10-Q

Cash Flow Hedges

1 unchanged sentence

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

(In thousands) Gain on Derivatives Recognized in OCI

Three Months Ended September

Gain on Derivatives Recognized in OCI

Six Months Ended September

Cash Flow Hedging Relationships 2022 2021 2022 2021

1 unchanged sentence

(In thousands) Gain (Loss) Reclassified from Accumulated OCI into Income (Loss)

Three Months Ended June

Three Months Ended September

Gain (Loss) Reclassified from Accumulated OCI into Income (Loss)

Six Months Ended September

Location of Gain (Loss) 2022 2021 2022 2021

13 unchanged sentences

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.

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.

VF Corporation Q2 FY23 Form 10-Q 26

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.

At September 2022, accumulated O CI included $ 168.5 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.

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

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.

During the three and six-month periods ended September 2022, the Company recognized an after-tax gain of $ 84.0 million and $ 171.7 million, respectively, in OCI related to the net investment hedge transaction, and an after-tax gain of $ 34.1 million and $ 22.6 million for the three and six-month periods ended September 2021, respectively.

Any amounts deferred in accumulated OCI will remain until the hedged investment is sold or substantially liquidated.

1 unchanged sentence

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.

During the three and six months ended September 2022, VF recognized $ 45.8 million and $ 51.9 million, respectively, of restructuring charges, related to approved initiatives.

Of the restructuring charges recognized in the three and six months ended September 2022, $ 43.8 million and $ 48.5 million were reflected in selling, general and administrative expenses and $ 2.0 million

and $ 3.4 million in cost of goods sold, respectively.

The Company has not recognized any significant incremental costs related to accruals for the year ended March 2022 or prior periods.

Of the $ 50.4 million total restructuring accrual at September 2022, $ 47.8 million is expected to be paid out within the next 12 months and is classified within accrued liabilities.

The remaining $ 2.6 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

The components of the restructuring charges are as follows:

Three Months Ended June

Three Months Ended September Six Months Ended September

(In thousands) 2022 2021 2022 2021

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Restructuring costs by business segment are as follows:

Three Months Ended June

Three Months Ended September Six Months Ended September

(In thousands) 2022 2021 2022 2021

Outdoor $ 496 $ 454 $ 496 $ 2,677

Other 6,106 1,350

Active 1,478 276 1,478 1,008

Work 9 788 9 788

Corporate and other 43,823 1,940 49,929 3,290

Total $ 45,806 $ 3,458 $ 51,912 $ 7,763

The activity in the restructuring accrual for the three-month period ended June 2022 was as follows:

The activity in the restructuring accrual for the six-month period ended September 2022 was as follows:

(In thousands) Severance Other Total

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Impact of foreign currency ( 260 ) ( 140 ) ( 400 )

Accrual at June 2022 $ 19,718 $ 1,488 $ 21,206

Accrual at September 2022 $ 44,223 $ 6,143 $ 50,366

27 VF Corporation Q2 FY23 Form 10-Q

NOTE 19 — CONTINGENCIES

4 unchanged sentences

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 believes the opinion of the Court was in error based on the technical merits and filed a notice of appeal on October 7, 2022.

On October 19, 2022, VF paid $ 875.7 million related to the 2011 taxes and interest being disputed, which will be recorded as a tax receivable based on the technical merits of our position with regards to the case.

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.

However, should the Court

opinion ultimately be upheld on appeal, this tax receivable will 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.

1 unchanged sentence

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 net impact to tax expense is estimated to be up to $ 730.0 million.

The Company is currently involved in other legal proceedings that are ordinary, routine litigation incidental to the business.

1 unchanged sentence

NOTE 20 — 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.

On October 18, 2022, VF’s Board of Directors declared a quarterly cash dividend of $ 0.51 per share, payable on December 20, 2022 to stockholders of record on December 12, 2022.

VF Corporation Q2 FY23 Form 10-Q 28

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements