What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-02-08 compared with 2022-11-02 · 276 added, 234 removed, 796 unchanged (39% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

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

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

Current assets

2 unchanged sentences

Accounts receivable, less allowance for doubtful accounts of:

September 2022 - $ 27,515 ;

December 2022 - $ 29,087 ;

March 2022 - $ 27,959 ;

September 2021 - $ 33,822

December 2021 - $ 33,363

1,564,957 1,467,842 1,495,859

34 unchanged sentences

shares authorized, 25,000,000 ;

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

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

Common Stock, stated value $ 0.25 ;

shares authorized, 1,200,000,000 ;

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

shares outstanding at December 2022 - 388,660,385 ;

March 2022 - 388,298,375 ;

September 2021 - 392,758,016

December 2021 - 388,885,032

97,165 97,075 97,221

3 unchanged sentences

( 929,588 ) ( 926,579 ) ( 937,457 )

Retained earnings (accumulated deficit)

Retained earnings

385,751 443,475 608,701

3 unchanged sentences

3 VF Corporation Q3 FY23 Form 10-Q

Table of Con tents

VF CORPORATION

Consolidated Statements of Operations

Three Months Ended September Six Months Ended September

Three Months Ended December Nine Months Ended December

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

9 unchanged sentences

3,014,634 2,945,942 8,384,286 7,577,364

Operating income (loss)

Operating income

516,033 678,442 488,576 1,439,812

3 unchanged sentences

( 54,144 ) ( 33,994 ) ( 121,415 ) ( 104,799 )

Loss on debt extinguishment

— ( 3,645 ) — ( 3,645 )

Other income (expense), net

( 9,901 ) ( 95 ) ( 113,895 ) 16,495

Income (loss) from continuing operations before income taxes

Income from continuing operations before income taxes

455,902 641,314 259,286 1,352,129

1 unchanged sentence

( 51,966 ) 123,513 ( 74,190 ) 216,303

Income (loss) from continuing operations

Income from continuing operations

507,868 517,801 333,476 1,135,826

1 unchanged sentence

— — — 170,273

Net income (loss)

$ 507,868 $ 517,801 $ 333,476 $ 1,306,099

Earnings (loss) per common share - basic

Earnings per common share - basic

Continuing operations

1 unchanged sentence

Discontinued operations

Total earnings (loss) per common share - basic

Total earnings per common share - basic

$ 1.31 $ 1.33 $ 0.86 $ 3.34

Earnings (loss) per common share - diluted

Earnings per common share - diluted

Continuing operations

1 unchanged sentence

Discontinued operations

Total earnings (loss) per common share - diluted

Total earnings per common share - diluted

$ 1.31 $ 1.32 $ 0.86 $ 3.32

4 unchanged sentences

VF Corporation Q3 FY23 Form 10-Q 4

Table of Con tents

VF CORPORATION

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended September Six Months Ended September

Consolidated Statements of Comprehensive Income

Three Months Ended December Nine Months Ended December

(In thousands) 2022 2021 2022 2021

Net income (loss)

$ 507,868 $ 517,801 $ 333,476 $ 1,306,099

17 unchanged sentences

Derivative financial instruments

Gains arising during the period

Gains (losses) arising during the period

( 119,635 ) 14,185 82,480 43,983

7 unchanged sentences

( 85,423 ) 3,377 ( 3,009 ) 71,543

Comprehensive income (loss)

Comprehensive income

$ 422,445 $ 521,178 $ 330,467 $ 1,377,642

3 unchanged sentences

Consolidated Statements of Cash Flows

Six Months Ended September

Nine Months Ended December

(In thousands) 2022 2021

OPERATING ACTIVITIES

Net income (loss)

$ 333,476 $ 1,306,099

Income from discontinued operations, net of tax

Income (loss) from continuing operations, net of tax

Income from continuing operations, net of tax

333,476 1,135,826

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

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

Impairment of goodwill and intangible assets

8 unchanged sentences

83,278 ( 27,514 )

Loss on extinguishment of debt

10,740 ( 291,054 )

12 unchanged sentences

59,698 ( 382,410 )

Cash used by operating activities - continuing operations

Cash provided (used) by operating activities - continuing operations

( 833,472 ) 791,290

Cash provided by operating activities - discontinued operations

Cash used by operating activities

Cash provided (used) by operating activities

( 833,472 ) 797,380

7 unchanged sentences

( 75,460 ) ( 63,758 )

( 1,159 ) 12,819

Cash provided (used) by investing activities - continuing operations

5 unchanged sentences

Contingent consideration payment

Net increase (decrease) in short-term borrowings

Net increase in short-term borrowings

566,206 94,958

2 unchanged sentences

Payment of debt issuance costs

( 819 ) ( 2,415 )

Proceeds from long-term debt

Share repurchases

— ( 299,999 )

Cash dividends paid

15 unchanged sentences

VF Corporation Q3 FY23 Form 10-Q 6

Table of Con tents

VF CORPORATION

Consolidated Statements of Cash Flows

Six Months Ended September

Nine Months Ended December

(In thousands) 2022 2021

6 unchanged sentences

7 VF Corporation Q3 FY23 Form 10-Q

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VF CORPORATION

Consolidated Statements of Stockholders’ Equity

Three Months Ended September 2022

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

Three Months Ended December 2022

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

(In thousands, except share amounts) Shares Amounts Total

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

Net income (loss)

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

— — — — 507,868 507,868

9 unchanged sentences

— — — ( 129,591 ) — ( 129,591 )

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)

Balance, December 2022 388,660,385 $ 97,165 $ 3,766,304 $ ( 929,588 ) $ 385,751 $ 3,319,632

Three Months Ended December 2021

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

(In thousands, except share amounts) Shares Amounts Total

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

Net income (loss)

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

— — — — 517,801 517,801

1 unchanged sentence

— — — — ( 194,767 ) ( 194,767 )

Share repurchases

( 4,029,722 ) ( 1,007 ) — — ( 298,992 ) ( 299,999 )

Stock-based compensation, net

6 unchanged sentences

— — — 22,424 — 22,424

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

Balance, December 2021 388,885,032 $ 97,221 $ 3,884,935 $ ( 937,457 ) $ 608,701 $ 3,653,400

Continued on next page.

1 unchanged sentence

VF Corporation Q3 FY23 Form 10-Q 8

Six Months Ended September 2022

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

Table of Con tents

VF CORPORATION

Consolidated Statements of Stockholders’ Equity

Nine Months Ended December 2022

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

(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 )

Net income — — — — 333,476 333,476

Dividends on Common Stock ($ 1.51 per share)

4 unchanged sentences

Derivative financial instruments — — — 21,292 — 21,292

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)

Balance, December 2022 388,660,385 $ 97,165 $ 3,766,304 $ ( 929,588 ) $ 385,751 $ 3,319,632

Nine Months Ended December 2021

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

(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

Net income — — — — 1,306,099 1,306,099

Dividends on Common Stock ($ 1.48 per share)

— — ( 2,597 ) — ( 576,597 ) ( 579,194 )

Share repurchases ( 4,029,722 ) ( 1,007 ) — — ( 298,992 ) ( 299,999 )

Stock-based compensation, net 973,277 243 109,887 — ( 11,343 ) 98,787

2 unchanged sentences

Derivative financial instruments — — — 75,425 — 75,425

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

Balance, December 2021 388,885,032 $ 97,221 $ 3,884,935 $ ( 937,457 ) $ 608,701 $ 3,653,400

See notes to consolidated financial statements.

9 VF Corporation Q3 FY23 Form 10-Q

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VF CORPORATION

22 unchanged sentences

VF Corporation Q3 FY23 Form 10-Q 10

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NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

The Company's current fiscal year runs from April 3, 2022 through April 1, 2023 ("Fiscal 2023").

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.

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

For presentation purposes herein, all references to periods ended December 2022 and December 2021 relate to the fiscal periods ended on December 31, 2022 and January 1, 2022, 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 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.

Operating results for the three and nine months ended December 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”).

12 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 $ 201.2 million at September 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.

The amounts settled through the SCF program during the three and nine months ended December 2022 were $ 333.8 million and $ 766.0 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 Q3 FY23 Form 10-Q

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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.

In March 2020, January 2021 and December 2022, 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.

Facilitation of the Effects of Reference Rate Reform on Financial Reporting ", ASU No.

2021-01, " Reference Rate Reform (Topic 848):

Scope" , respectively.

Scope " and ASU No.

2022-06, " Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 ", 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.

17 unchanged sentences

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

(In thousands) September 2022 March 2022 September 2021

(In thousands) December 2022 March 2022 December 2021

Contract assets (a)

3 unchanged sentences

(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 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.

(b) Included in the accrued liabilities line item in the Consolidated Balance Sheets.

For the three and nine months ended December 2022, the Company recognized $ 79.2 million and $ 239.8 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 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

As of December 2022, the Company expects to recognize $ 73.9 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.

1 unchanged sentence

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 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.

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

VF Corporation Q3 FY23 Form 10-Q 12

Table of Con tents

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 September 2022

Three Months Ended December 2022

(In thousands) Outdoor Active Work Other Total

9 unchanged sentences

Total $ 2,003,045 $ 1,258,682 $ 268,940 $ — $ 3,530,667

Three Months Ended September 2021

Three Months Ended December 2021

(In thousands) Outdoor Active Work Other Total

9 unchanged sentences

Total $ 1,928,427 $ 1,410,577 $ 285,101 $ 279 $ 3,624,384

Six Months Ended September 2022

Nine Months Ended December 2022

(In thousands) Outdoor Active Work Other Total

10 unchanged sentences

13 VF Corporation Q3 FY23 Form 10-Q

Six Months Ended September 2021

Table of Con tents

Nine Months Ended December 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 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 Company has received proceeds of $ 616.9 million, net of cash sold, resulting in a final 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 nine months ended December 2021.

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 six months ended September 2021.

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 (includin g an estimated aft er-tax gain on sale of $ 145.6 million) for the nine months ended December 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:

Six Months Ended September

Nine Months Ended December

(In thousands) 2022 2021

10 unchanged sentences

$ — $ 170,273

(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.

(a) Income tax benefit for the nine months ended December 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 December 2022 and 2021.

VF Corporation Q3 FY23 Form 10-Q 14

Table of Con tents

NOTE 5 — INVENTORIES

(In thousands) September 2022 March 2022 September 2021

(In thousands) December 2022 March 2022 December 2021

Finished products $ 2,535,759 $ 1,353,483 $ 1,218,099

3 unchanged sentences

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.

Finished products included $ 509.3 million, $ 67.7 million and $ 94.2 million of in-transit inventory as of December 2022, March 2022 and December 2021, respectively.

NOTE 6 — INTANGIBLE ASSETS

September 2022 March 2022

December 2022 March 2022

(In thousands) Weighted

7 unchanged sentences

Intangible assets, net $ 2,790,512 $ 3,000,351

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.

During the second quarter of Fiscal 2023, 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.

Amortization expense for the three and nine months ended December 2022 was $ 3.5 million and $ 10.6 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 $ 14.4 million, $ 13.9 million, $ 13.3 million, $ 12.4 million and $ 11.9 million, respectively.

15 VF Corporation Q2 FY23 Form 10-Q

NOTE 7 — GOODWILL

4 unchanged sentences

Currency translation ( 7,017 ) ( 14,507 ) ( 838 ) ( 22,362 )

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.

Balance, December 2022 $ 653,769 $ 1,375,570 $ 113,062 $ 2,142,401

During the second quarter of Fiscal 2023, 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.

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

15 VF Corporation Q3 FY23 Form 10-Q

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NOTE 8 — LEASES

3 unchanged sentences

Components of lease cost were as follows:

Three Months Ended September Six Months Ended September

Three Months Ended December Nine Months Ended December

(In thousands) 2022 2021 2022 2021

2 unchanged sentences

Total lease cost $ 140,911 $ 139,980 $ 411,219 $ 414,070

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.

During the nine months ended December 2022 and 2021, the Company paid $ 315.0 million and $ 357.9 million for operating leases, respectively.

During the nine months ended December 2022 and 2021, the Company obtained $ 356.1 million and $ 147.2 million of right-of-use assets in exchange for lease liabilities, respectively.

NOTE 9 — LONG-TERM DEBT

1 unchanged sentence

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.

Under the DDTL Agreement, the lenders 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 termination date of December 14, 2024.

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

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

The Company is permitted at any time to prepay outstanding Delayed Draws without premium or penalty.

During the three months ended December 2022 , VF completed two draws under the DDTL Agreement totaling $ 1.0 billion, all of which will mature on December 14, 2024.

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

The weighted average interest rate at December 2022 was 5.17 %.

NOTE 10 — PENSION PLANS

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

Three Months Ended September Six Months Ended September

Three Months Ended December Nine Months Ended December

(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 $ 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.

VF contributed $ 15.1 million to its defined benefit plans during the nine months ended December 2022, and intends to make approximately $ 6.2 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.

2 unchanged sentences

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”) .

The transaction will not change the amount or timing of monthly retirement benefit payments .

VF recorded a $ 91.8 million

VF Corporation Q3 FY23 Form 10-Q 16

Table of Con tents

settlement charge in the other income (expense), net line item in the Consolidated Statement of Operations during the nine months ended December 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 $ 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 .

Additionally, VF recorded $ 0.7 million and $ 1.8 million in settlement charges in the other income (expense), net line item in the Consolidated Statements of Operations for the three and

nine months ended December 2022, respectively, as well as $ 5.7 million and $ 6.7 million for the three and nine months ended December 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

The discount rate used to determine the supplemental defined benefit pension obligation as of December 2022 and September 2022 was 5.58 % and 5.71 %, respectively.

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

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.

During the nine months ended December 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 September 2022, March 2022 or September 2021.

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

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).

Comprehensive income consists of net income and specified components of OCI, which relate to changes in assets and liabilities that are not included in net income under GAAP but are instead deferred and accumulated within a separate component of stockholders’ equity in the balance sheet.

VF’s comprehensive income is presented in the Consolidated Statements of Comprehensive Income.

The deferred components of OCI are reported, net of related income taxes, in accumulated OCI in stockholders’ equity, as follows:

(In thousands) September 2022 March 2022 September 2021

(In thousands) December 2022 March 2022 December 2021

Foreign currency translation and other $ ( 841,877 ) $ ( 751,632 ) $ ( 712,831 )

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

Three Months Ended September 2022

Three Months Ended December 2022

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

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

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

Other comprehensive income (loss) before reclassifications

4 unchanged sentences

41,969 2,199 ( 129,591 ) ( 85,423 )

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

Three Months Ended September 2021

Balance, December 2022 $ ( 841,877 ) $ ( 164,346 ) $ 76,635 $ ( 929,588 )

17 VF Corporation Q3 FY23 Form 10-Q

Table of Con tents

Three Months Ended December 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 )

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

Other comprehensive income (loss) before reclassifications

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( 25,711 ) 6,664 22,424 3,377

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

VF Corporation Q2 FY23 Form 10-Q 18

Six Months Ended September 2022

Balance, December 2021 $ ( 712,831 ) $ ( 248,971 ) $ 24,345 $ ( 937,457 )

Nine Months Ended December 2022

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

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( 90,245 ) 65,944 21,292 ( 3,009 )

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

Six Months Ended September 2021

Balance, December 2022 $ ( 841,877 ) $ ( 164,346 ) $ 76,635 $ ( 929,588 )

Nine Months Ended December 2021

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

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( 12,658 ) 8,776 75,425 71,543

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

Balance, December 2021 $ ( 712,831 ) $ ( 248,971 ) $ 24,345 $ ( 937,457 )

VF Corporation Q3 FY23 Form 10-Q 18

Table of Con tents

Reclassifications out of accumulated OCI were as follows:

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

(In thousands) Three Months Ended December Nine Months Ended December

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

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Total reclassifications for the period, net of tax $ 24,877 $ ( 16,744 ) $ ( 29,743 ) $ ( 50,583 )

19 VF Corporation Q2 FY23 Form 10-Q

NOTE 12 — STOCK-BASED COMPENSATION

Incentive Equity Awards Granted

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.

During the nine months ended December 2022, VF granted stock options to employees and nonemployee members of VF's Board of Directors to purchase 2,472,423 shares of its Common Stock at a weighted average exercise price of $ 45.15 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.

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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:

Six Months Ended September 2022

Nine Months Ended December 2022

Expected volatility 30 % to 45 %

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Weighted average fair value at date of grant $ 13.48

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.

During the nine months ended December 2022, VF granted 364,192 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 $ 45.23 per share.

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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.

During the six months ended September 2022, VF granted 21,471 nonperformance-based RSUs to nonemployee members of the Board of Directors.

19 VF Corporation Q3 FY23 Form 10-Q

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During the nine months ended December 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 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.

In addition, VF granted 933,767 nonperformance-based RSUs to employees during the nine months ended December 2022.

These units generally vest over periods up to four years from the date of grant and each unit entitles the holder to one share of VF

Common Stock.

The weighted average fair market value of VF Common Stock at the dates the units were granted was $ 40.08 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

VF also granted 125,981 restricted shares of VF Common Stock to members of management during the nine months ended December 2022.

These shares vest over periods up to four years from the date of grant.

The weighted average fair market value of VF Common Stock at the dates the shares were granted was $ 35.72 per share.

NOTE 13 — INCOME TAXES

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.

The effective income tax rate for the nine months ended December 2022 was ( 28.6 )% compared to 16.0 % in the 2021 period.

The nine months ended December 2022 included a net discrete tax benefit of $ 98.8 million, which primarily related to the Internal Revenue Service ("IRS") examinations for tax year 2017 and short-tax year 2018 resulting in a $ 94.9 million favorable adjustment to VF's transition tax liability under the Tax Cuts and Jobs Act.

Excluding the $ 98.8 million net discrete tax benefit in the 2022 period, the effective income tax rate would have been 9.5 %.

The nine months ended December 2021 included a net discrete tax expense of $ 43.7 million, which included a $ 92.3 million net tax expense related to unrecognized tax benefits and interest, a $ 9.6 million net tax benefit related to return to accrual adjustments, a $ 35.2 million net tax benefit related to withholding taxes on prior foreign earnings, a $ 1.7 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 $ 43.7 million net discrete tax expense in the 2021 period, the effective income tax rate would have been 12.8 %.

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.

Without discrete items, the effective income tax rate for the nine months ended December 2022 decreased by 3.3 % compared with the 2021 period primarily due to the jurisdictional mix of earnings.

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.

In the U.S., the IRS examinations for tax years throug h 2015 have been effectively settled.

As previously reported, VF petitioned the U.S.

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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.

On October 19, 2022, VF paid $ 875.7 million related to the 2011 taxes and interest being disputed, which was recorded as an income tax receivable and is included in the other assets line item in VF's Consolidated Balance Sheet at December 2022, based on our assessment of the position under the more-likely-than-not standard of the accounting literature.

Refer to Note 19 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 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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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 2017 and 2018, VF Europe BVBA was assessed and paid € 35.0 million tax and interest, which was recorded as an income tax receivable and is included in the other current assets line item in VF's Consolidated Balance Sheets, 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.

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If this matter is adversely resolved, these amounts will not be collected by VF.

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.

During the nine months ended December 2022, the amount of net unrecognized tax benefits and associated interest increased by $ 9.9 million to $ 287.7 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 $ 271.4 million related to the completion of examinations and other settlements with tax authorities and the expiration of statutes of limitations, of which $ 24.9 million would reduce income tax expense.

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VF Corporation Q3 FY23 Form 10-Q 20

Table of Con tents

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 sourcing activities related to transition services.

Other primarily includes sourcing activities related to transition services.

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

Three Months Ended September Six Months Ended September

Three Months Ended December Nine Months Ended December

(In thousands) 2022 2021 2022 2021

16 unchanged sentences

Interest expense, net ( 50,230 ) ( 33,388 ) ( 115,395 ) ( 100,533 )

Income (loss) from continuing operations before income taxes

Loss on debt extinguishment — ( 3,645 ) — ( 3,645 )

Income from continuing operations before income taxes

$ 455,902 $ 641,314 $ 259,286 $ 1,352,129

NOTE 15 — EARNINGS PER SHARE

Three Months Ended September Six Months Ended September

Three Months Ended December Nine Months Ended December

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

Earnings (loss) per share – basic:

Income (loss) from continuing operations

Earnings per share – basic:

Income from continuing operations

$ 507,868 $ 517,801 $ 333,476 $ 1,135,826

1 unchanged sentence

387,739 390,430 387,663 391,187

Earnings (loss) per share from continuing operations

Earnings per share from continuing operations

$ 1.31 $ 1.33 $ 0.86 $ 2.90

Earnings (loss) per share – diluted:

Income (loss) from continuing operations

Earnings per share – diluted:

Income from continuing operations

$ 507,868 $ 517,801 $ 333,476 $ 1,135,826

5 unchanged sentences

388,192 392,495 388,357 393,547

Earnings (loss) per share from continuing operations

Earnings per share from continuing operations

$ 1.31 $ 1.32 $ 0.86 $ 2.89

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.

Outstanding options to purchase approximately 9.4 million shares were excluded from the calculations of diluted earnings per share for both the three and nine-month periods ended December 2022, and outstanding options to purchase approximately 2.8 million shares were excluded from the calculations of diluted earnings per share for both the three and nine-month periods ended December 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 the three and nine -month periods ended December 2022 and December 2021, because these units were not considered to be contingent outstanding shares in those periods.

21 VF Corporation Q3 FY23 Form 10-Q

Table of Con tents

NOTE 16 — FAIR VALUE MEASUREMENTS

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(In thousands) Level 1 Level 2 Level 3

September 2022

December 2022

Financial assets:

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Contingent consideration 56,976 — — 56,976

(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.

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

VF Corporation Q3 FY23 Form 10-Q 22

Table of Con tents

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

Three Months Ended September Six Months Ended September

Three Months Ended December Nine Months Ended December

(In thousands) 2022 2021 2022 2021

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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.

The fair value of derivative financial instruments, which consist of foreign exchange forward contracts and interest rate swap 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.

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("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

and was paid during the six months ended September 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 and was paid during the nine months ended December 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.

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These other financial assets and financial liabilities include cash held as demand deposits, accounts receivable, short-term borrowings, accounts payable and accrued liabilities.

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.

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

Additionally, at December 2022 and March 2022, the carrying values of VF’s long-term debt, including the current portion, were $ 5,528.1 million and $ 5,085.3 million, respectively, compared with fair values of $ 5,079.0 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.

Certain non-financial assets, primarily property, plant and equipment, goodwill and intangible assets, and operating lease right-of-use 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.

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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.

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 during the second quarter of Fiscal 2023.

Supreme was acquired by VF in Fiscal 2021.

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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.

Assumptions used in the

23 VF Corporation Q3 FY23 Form 10-Q

Table of Con tents

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:

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• 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.

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.

There can be no assurance the estimates and assumptions, particularly our long-term financial projections, used in the impairment testing during the second quarter of Fiscal 2023 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.

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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.

Although no other triggering events for impairment testing were identified during the three or nine months ended December 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.

VF will perform its required annual impairment testing of goodwill and indefinite-lived intangible assets during the fourth quarter of Fiscal 2023.

NOTE 17 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Summary of Derivative Financial Instruments

All of VF’s outstanding derivative financial instruments are foreign exchange forward contracts.

VF’s outstanding derivative financial instruments include foreign currency exchange forward contracts and interest rate swap 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 $ 3.0 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.

The notional amounts of all outstanding foreign currency exchange forward contracts were $ 3.3 billion at December 2022, $ 2.9 billion at March 2022 and $ 2.8 billion at December 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.

These derivative contracts have maturities up to 20 months.

In the three months ended December 2022, VF entered into interest rate swap contracts to hedge the cash flow risk of interest payments on its variable-rate DDTL Agreement.

The notional amount of VF's outstanding interest rate swap contracts was $ 500.0 million at December 2022.

Refer to Note 9 for additional information on the debt agreement.

VF Corporation Q3 FY23 Form 10-Q 24

Table of Con tents

The following table presents outstanding derivatives on an individual contract basis:

2 unchanged sentences

with Unrealized Losses

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

Foreign currency exchange contracts designated as hedging instruments

$ 209,837 $ 79,046 $ 35,674 $ ( 31,844 ) $ ( 27,678 ) $ ( 32,853 )

Foreign currency exchange contracts not designated as hedging instruments

5,427 — 154 ( 1,077 ) ( 45 ) ( 870 )

(In thousands) December 2022 March 2022 December 2021 December 2022 March 2022 December 2021

Derivatives Designated as Hedging Instruments:

Foreign exchange contracts $ 80,435 $ 79,046 $ 55,000 $ ( 58,455 ) $ ( 27,678 ) $ ( 32,660 )

Interest rate contracts 422 — — — — —

Total derivatives designated as hedging instruments 80,857 79,046 55,000 ( 58,455 ) ( 27,678 ) ( 32,660 )

Derivatives Not Designated as Hedging Instruments:

Foreign exchange contracts 4,061 — 2,466 ( 321 ) ( 45 ) ( 327 )

Total derivatives

$ 84,918 $ 79,046 $ 57,466 $ ( 58,776 ) $ ( 27,723 ) $ ( 32,987 )

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:

September 2022 March 2022 September 2021

If VF were to offset and record the asset and liability balances 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:

December 2022 March 2022 December 2021

(In thousands) Derivative

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

(In thousands) September 2022 March 2022 September 2021

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

Accrued liabilities ( 28,484 ) ( 24,267 ) ( 31,609 )

Other assets 28,338 7,136 7,925

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

(In thousands) December 2022 March 2022 December 2021

Derivative Instruments Balance Sheet Location

Foreign exchange contracts Other current assets $ 79,862 $ 71,910 $ 50,298

Foreign exchange contracts Accrued liabilities ( 42,274 ) ( 24,267 ) ( 28,326 )

Foreign exchange contracts Other assets 4,634 7,136 7,168

Foreign exchange contracts Other liabilities ( 16,502 ) ( 3,456 ) ( 4,661 )

Interest rate contracts Other assets 422 — —

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 on Derivatives Recognized in OCI

Three Months Ended September

Gain on Derivatives Recognized in OCI

Six Months Ended September

VF primarily uses foreign currency exchange forward contracts to hedge a portion of the exchange risk for its forecasted sales, inventory purchases, operating costs and intercompany royalties.

The company also uses interest swap contracts to hedge against a portion of the exposure related to its variable-rate debt.

The effects of cash flow hedging included in VF’s Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income are summarized as follows:

(In thousands) Gain (Loss) on Derivatives

Recognized in OCI

Three Months Ended December

Gain (Loss) on Derivatives

Recognized in OCI

Nine Months Ended December

Cash Flow Hedging Relationships 2022 2021 2022 2021

Foreign currency exchange $ 102,685 $ 34,361 $ 202,115 $ 29,798

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

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

$ ( 10,734 ) $ ( 4,963 ) $ ( 15,484 ) $ ( 6,761 )

Cost of goods sold

11,837 ( 16,501 ) 17,761 ( 22,670 )

Selling, general and administrative expenses

1,955 ( 189 ) 3,564 ( 1,106 )

Other income (expense), net

11,821 ( 1,360 ) 17,253 ( 3,062 )

Interest expense

Foreign exchange contracts $ ( 120,057 ) $ 14,185 $ 82,058 $ 43,983

Interest rate contracts 422 — 422 —

Total $ ( 119,635 ) $ 14,185 $ 82,480 $ 43,983

25 VF Corporation Q3 FY23 Form 10-Q

Table of Con tents

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

Three Months Ended December

Gain (Loss) Reclassified from Accumulated OCI into Income

Nine Months Ended December

Cash Flow Hedging Relationships Location of Gain (Loss) 2022 2021 2022 2021

Foreign exchange contracts Net revenues $ ( 2,759 ) $ ( 9,284 ) $ ( 18,243 ) $ ( 16,045 )

Foreign exchange contracts Cost of goods sold 27,019 ( 3,974 ) 44,780 ( 26,644 )

Foreign exchange contracts Selling, general and administrative expenses 1,816 688 5,380 ( 418 )

Foreign exchange contracts Other income (expense), net 6,802 104 24,055 ( 2,958 )

Interest rate contracts Interest expense 27 27 81 81

Total $ 32,905 $ ( 12,439 ) $ 56,053 $ ( 45,984 )

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.

VF uses foreign currency exchange 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.

1 unchanged sentence

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 and six months ended September 2022 and September 2021.

VF Corporation Q2 FY23 Form 10-Q 26

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.

Other Derivative Information

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.

At December 2022, accumulated O CI included $ 101.1 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

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 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.

During the three and nine-month periods ended December 2022, the Company recognized an after-tax loss of $ 126.5 million and an after-tax gain of $ 45.2 million, respectively, in OCI related to the net investment hedge transaction, and an after-tax gain of $ 29.1 million and $ 51.7 million for the three and nine-month periods ended December 2021, respectively.

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

VF Corporation Q3 FY23 Form 10-Q 26

Table of Con tents

NOTE 18 — 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 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

During the three and nine months ended December 2022, VF recognized $ 11.1 million and $ 63.0 million, respectively, of restructuring charges, related to approved initiatives.

Of the restructuring charges recognized in the three and nine months ended December 2022, $ 10.4 million and $ 58.9 million were reflected in selling, general and administrative expenses and $ 0.7 million

and $ 4.1 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.

Of the $ 48.9 million total restructuring accrual at December 2022, $ 45.8 million is expected to be paid out within the next 12 months and is classified within accrued liabilities.

The remaining $ 3.1 million will be paid out beyond the next 12 months and thus is classified within other liabilities.

The components of the restructuring charges are as follows:

Three Months Ended September Six Months Ended September

Three Months Ended December Nine Months Ended December

(In thousands) 2022 2021 2022 2021

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Restructuring costs by business segment are as follows:

Three Months Ended September Six Months Ended September

Three Months Ended December Nine Months Ended December

(In thousands) 2022 2021 2022 2021

4 unchanged sentences

Total $ 11,092 $ 3,646 $ 63,004 $ 11,409

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

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

(In thousands) Severance Other Total

4 unchanged sentences

Impact of foreign currency 192 363 555

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

Accrual at December 2022 $ 42,194 $ 6,733 $ 48,927

27 VF Corporation Q3 FY23 Form 10-Q

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NOTE 19 — CONTINGENCIES

5 unchanged sentences

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 will not be collected by VF.

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

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 income 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 is estimated to be up to $ 730.0 million.

The net impact to tax expense is estimated to be up to $ 730.0 million, plus the reversal of any interest income accrued on the payment.

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

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NOTE 20 — SUBSEQUENT EVENT

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.

On February 2, 2023, VF’s Board of Directors declared a quarterly cash dividend of $ 0.30 per share, payable on March 21, 2023 to stockholders of record on March 10, 2023.

VF Corporation Q3 FY23 Form 10-Q 28

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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