V F CORP 10-Q

ITEM 1 — FINANCIAL STATEMENTS (UNAUDITED). VF CORPORATION Consolidated Balance Sheets (Unaudited) (In thousands, except share amounts) December 2022 March 2022 December 2021 ASSETS Current assets Cash and equivalents $ 571,347 $ 1,275,943 $ 1,333,839 Accounts receivable, less allowance for doubtful accounts of: December 2022 - $ 29,087 ; March 2022 - $ 27,959 ; December 2021 - $ 33,363 1,564,957 1,467,842 1,495,859 Inventories 2,591,915 1,418,673 1,287,210 Other current assets 515,763 425,622 483,738 Total current assets 5,243,982 4,588,080 4,600,646 Property, plant and equipment, net 932,663 1,041,777 1,049,691 Intangible assets, net 2,790,512 3,000,351 3,010,517 Goodwill 2,142,401 2,393,807 2,409,260 Operating lease right-of-use assets 1,293,041 1,247,056 1,302,545 Other assets 1,910,698 1,071,137 1,163,663 TOTAL ASSETS $ 14,313,297 $ 13,342,208 $ 13,536,322 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Short-term borrowings $ 901,668 $ 335,462 $ 106,010 Current portion of long-term debt 910,616 501,051 500,915 Accounts payable 906,340 562,992 559,716 Accrued liabilities 1,827,610 1,915,892 2,057,237 Total current liabilities 4,546,234 3,315,397 3,223,878 Long-term debt 4,617,441 4,584,261 4,646,379 Operating lease liabilities 1,068,744 1,023,759 1,093,013 Other liabilities 761,246 888,436 919,652 Total liabilities 10,993,665 9,811,853 9,882,922 Commitments and contingencies Stockholders’ equity Preferred Stock, par value $ 1 ; shares authorized, 25,000,000 ; 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 December 2022 - 388,660,385 ; March 2022 - 388,298,375 ; December 2021 - 388,885,032 97,165 97,075 97,221 Additional paid-in capital 3,766,304 3,916,384 3,884,935 Accumulated other comprehensive income (loss) ( 929,588 ) ( 926,579 ) ( 937,457 ) Retained earnings 385,751 443,475 608,701 Total stockholders’ equity 3,319,632 3,530,355 3,653,400 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 14,313,297 $ 13,342,208 $ 13,536,322 See notes to consolidated financial statements. 3 VF Corporation Q3 FY23 Form 10-Q Table of Con tents VF CORPORATION Consolidated Statements of Operations (Unaudited) Three Months Ended December Nine Months Ended December (In thousands, except per share amounts) 2022 2021 2022 2021 Net revenues $ 3,530,667 $ 3,624,384 $ 8,872,862 $ 9,017,176 Costs and operating expenses Cost of goods sold 1,593,048 1,592,604 4,134,207 4,027,601 Selling, general and administrative expenses 1,421,586 1,353,338 3,828,157 3,549,763 Impairment of goodwill and intangible assets — — 421,922 — Total costs and operating expenses 3,014,634 2,945,942 8,384,286 7,577,364 Operating income 516,033 678,442 488,576 1,439,812 Interest income 3,914 606 6,020 4,266 Interest expense ( 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 from continuing operations before income taxes 455,902 641,314 259,286 1,352,129 Income tax expense (benefit) ( 51,966 ) 123,513 ( 74,190 ) 216,303 Income from continuing operations 507,868 517,801 333,476 1,135,826 Income from discontinued operations, net of tax — — — 170,273 Net income $ 507,868 $ 517,801 $ 333,476 $ 1,306,099 Earnings per common share - basic Continuing operations $ 1.31 $ 1.33 $ 0.86 $ 2.90 Discontinued operations — — — 0.44 Total earnings per common share - basic $ 1.31 $ 1.33 $ 0.86 $ 3.34 Earnings per common share - diluted Continuing operations $ 1.31 $ 1.32 $ 0.86 $ 2.89 Discontinued operations — — — 0.43 Total earnings per common share - diluted $ 1.31 $ 1.32 $ 0.86 $ 3.32 Weighted average shares outstanding Basic 387,739 390,430 387,663 391,187 Diluted 388,192 392,495 388,357 393,547 See notes to consolidated financial statements. VF Corporation Q3 FY23 Form 10-Q 4 Table of Con tents VF CORPORATION Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended December Nine Months Ended December (In thousands) 2022 2021 2022 2021 Net income $ 507,868 $ 517,801 $ 333,476 $ 1,306,099 Other comprehensive income (loss) Foreign currency translation and other Gains (losses) arising during the period ( 1,506 ) ( 15,757 ) ( 74,924 ) 5,100 Income tax effect 43,475 ( 9,954 ) ( 15,321 ) ( 17,758 ) Defined benefit pension plans Current period actuarial gains (losses) ( 1,307 ) 514 ( 15,449 ) ( 3,938 ) Amortization of net deferred actuarial losses 3,858 2,858 11,532 8,569 Amortization of deferred prior service credits ( 112 ) ( 117 ) ( 335 ) ( 352 ) Reclassification of net actuarial loss from settlement charges 695 5,660 93,597 6,684 Income tax effect ( 935 ) ( 2,251 ) ( 23,401 ) ( 2,187 ) Derivative financial instruments Gains (losses) arising during the period ( 119,635 ) 14,185 82,480 43,983 Income tax effect 17,970 ( 2,224 ) ( 13,761 ) ( 8,010 ) Reclassification of net (gains) losses realized ( 32,905 ) 12,439 ( 56,053 ) 45,984 Income tax effect 4,979 ( 1,976 ) 8,626 ( 6,532 ) Other comprehensive income (loss) ( 85,423 ) 3,377 ( 3,009 ) 71,543 Comprehensive income $ 422,445 $ 521,178 $ 330,467 $ 1,377,642 See notes to consolidated financial statements. 5 VF Corporation Q3 FY23 Form 10-Q VF CORPORATION Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended December (In thousands) 2022 2021 OPERATING ACTIVITIES Net income $ 333,476 $ 1,306,099 Income from discontinued operations, net of tax — 170,273 Income from continuing operations, net of tax 333,476 1,135,826 Adjustments to reconcile net income to cash provided (used) by operating activities: Impairment of goodwill and intangible assets 421,922 — Depreciation and amortization 192,174 199,652 Reduction in the carrying amount of right-of-use assets 280,845 309,588 Stock-based compensation 47,714 65,833 Provision for doubtful accounts 1,231 3,143 Pension expense in excess of (less than) contributions 83,278 ( 27,514 ) Loss on extinguishment of debt — 3,645 Other, net 10,740 ( 291,054 ) Changes in operating assets and liabilities: Accounts receivable ( 120,081 ) ( 214,644 ) Inventories ( 1,200,438 ) ( 237,285 ) Accounts payable 352,047 99,565 Income taxes ( 1,178,547 ) 219,097 Accrued liabilities 173,148 250,170 Operating lease right-of-use assets and liabilities ( 290,679 ) ( 342,322 ) Other assets and liabilities 59,698 ( 382,410 ) Cash provided (used) by operating activities - continuing operations ( 833,472 ) 791,290 Cash provided by operating activities - discontinued operations — 6,090 Cash provided (used) by operating activities ( 833,472 ) 797,380 INVESTING ACTIVITIES Business acquisitions, net of cash received — 3,760 Proceeds from sale of businesses, net of cash sold — 616,529 Proceeds from sale of short-term investments — 598,806 Capital expenditures ( 130,214 ) ( 214,220 ) Software purchases ( 75,460 ) ( 63,758 ) Other, net ( 1,159 ) 12,819 Cash provided (used) by investing activities - continuing operations ( 206,833 ) 953,936 Cash used by investing activities - discontinued operations — ( 525 ) Cash provided (used) by investing activities ( 206,833 ) 953,411 FINANCING ACTIVITIES Contingent consideration payment ( 56,976 ) — Net increase in short-term borrowings 566,206 94,958 Payments on long-term debt ( 500,786 ) ( 503,943 ) Payment of debt issuance costs ( 819 ) ( 2,415 ) Proceeds from long-term debt 1,000,000 — Share repurchases — ( 299,999 ) Cash dividends paid ( 586,335 ) ( 579,194 ) Proceeds from issuance of Common Stock, net of (payments) for tax withholdings ( 2,571 ) 32,929 Cash provided (used) by financing activities 418,719 ( 1,257,664 ) Effect of foreign currency rate changes on cash, cash equivalents and restricted cash ( 82,512 ) ( 9,339 ) Net change in cash, cash equivalents and restricted cash ( 704,098 ) 483,788 Cash, cash equivalents and restricted cash – beginning of year 1,277,082 851,205 Cash, cash equivalents and restricted cash – end of period $ 572,984 $ 1,334,993 Continued on next page. See notes to consolidated financial statements. VF Corporation Q3 FY23 Form 10-Q 6 Table of Con tents VF CORPORATION Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended December (In thousands) 2022 2021 Balances per Consolidated Balance Sheets: Cash and cash equivalents $ 571,347 $ 1,333,839 Other current assets 1,511 1,124 Other assets 126 30 Total cash, cash equivalents and restricted cash $ 572,984 $ 1,334,993 See notes to consolidated financial statements. 7 VF Corporation Q3 FY23 Form 10-Q Table of Con tents VF CORPORATION Consolidated Statements of Stockholders’ Equity (Unaudited) Three Months Ended December 2022 Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Common Stock (In thousands, except share amounts) Shares Amounts Total Balance, September 2022 388,569,062 $ 97,142 $ 3,952,786 $ ( 844,165 ) $ ( 120,127 ) $ 3,085,636 Net income — — — — 507,868 507,868 Dividends on Common Stock ($ 0.51 per share) — — ( 198,051 ) — — ( 198,051 ) Stock-based compensation, net 91,323 23 11,569 — ( 1,990 ) 9,602 Foreign currency translation and other — — — 41,969 — 41,969 Defined benefit pension plans — — — 2,199 — 2,199 Derivative financial instruments — — — ( 129,591 ) — ( 129,591 ) 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 Common Stock (In thousands, except share amounts) Shares Amounts Total Balance, September 2021 392,758,016 $ 98,190 $ 3,854,687 $ ( 940,834 ) $ 586,438 $ 3,598,481 Net income — — — — 517,801 517,801 Dividends on Common Stock ($ 0.50 per share) — — — — ( 194,767 ) ( 194,767 ) Share repurchases ( 4,029,722 ) ( 1,007 ) — — ( 298,992 ) ( 299,999 ) Stock-based compensation, net 156,738 38 30,248 — ( 1,779 ) 28,507 Foreign currency translation and other — — — ( 25,711 ) — ( 25,711 ) Defined benefit pension plans — — — 6,664 — 6,664 Derivative financial instruments — — — 22,424 — 22,424 Balance, December 2021 388,885,032 $ 97,221 $ 3,884,935 $ ( 937,457 ) $ 608,701 $ 3,653,400 Continued on next page. See notes to consolidated financial statements. VF Corporation Q3 FY23 Form 10-Q 8 Table of Con tents VF CORPORATION Consolidated Statements of Stockholders’ Equity (Unaudited) Nine Months Ended December 2022 Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Common Stock (In thousands, except share amounts) Shares Amounts Total Balance, March 2022 388,298,375 $ 97,075 $ 3,916,384 $ ( 926,579 ) $ 443,475 $ 3,530,355 Net income — — — — 333,476 333,476 Dividends on Common Stock ($ 1.51 per share) — — ( 203,394 ) — ( 382,941 ) ( 586,335 ) Stock-based compensation, net 362,010 90 53,314 — ( 8,259 ) 45,145 Foreign currency translation and other — — — ( 90,245 ) — ( 90,245 ) Defined benefit pension plans — — — 65,944 — 65,944 Derivative financial instruments — — — 21,292 — 21,292 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 Common Stock (In thousands, except share amounts) Shares Amounts Total Balance, March 2021 391,941,477 $ 97,985 $ 3,777,645 $ ( 1,009,000 ) $ 189,534 $ 3,056,164 Net income — — — — 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 Foreign currency translation and other — — — ( 12,658 ) — ( 12,658 ) Defined benefit pension plans — — — 8,776 — 8,776 Derivative financial instruments — — — 75,425 — 75,425 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 Table of Con tents VF CORPORATION Notes to Consolidated Financial Statements (Unaudited) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE NUMBER NOTE 1 Basis of Presentation and Summary of Significant Accounting Policies 11 NOTE 2 Recently Issued Accounting Standards 12 NOTE 3 Revenues 12 NOTE 4 Discontinued Operation s 14 NOTE 5 Inventories 15 NOTE 6 Intangible Assets 15 NOTE 7 Goodwill 15 NOTE 8 Leases 16 NOTE 9 Long-term Debt 16 NOTE 10 Pension Plans 16 NOTE 11 Capital and Accumulated Other Comprehensive Income (Loss) 17 NOTE 12 Stock-based Compensation 19 NOTE 13 Income Taxes 20 NOTE 14 Reportable Segment Information 21 NOTE 15 Earnings Per Share 21 NOTE 16 Fair Value Measurements 22 NOTE 17 Derivative Financial Instruments and Hedging Activities 24 NOTE 18 Restructuring 27 NOTE 19 Contingencies 28 NOTE 20 Subsequent Event 28 VF Corporation Q3 FY23 Form 10-Q 10 Table of Con tents NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fiscal Year VF Corporation (together with its subsidiaries, collectively known as “VF” or the “Company”) uses a 52/53 week fiscal year ending on the Saturday closest to March 31 of each year. The Company's current fiscal year runs from April 3, 2022 through April 1, 2023 ("Fiscal 2023"). Accordingly, this Form 10-Q presents our 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. Basis of Presentation On June 28, 2021, VF completed the sale of its Occupational Workwear business. The Occupational Workwear business was comprised primarily of the following brands and businesses: Red Kap ® , VF Solutions ® , Bulwark ® , Workrite ® , Walls ® , Terra ® , Kodiak ® , Work Authority ® and Horace Small ® . The business also included the license of certain Dickies ® occupational workwear products that have historically been sold through the business-to-business channel. The results of the Occupational Workwear business and the related cash flows have been reported as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively, through the date of sale. These changes have been applied to all periods presented. Unless otherwise noted, discussion within these notes to the interim consolidated financial statements relates to continuing operations. Refer to Note 4 for additional information on discontinued operations. Certain prior year amounts have been reclassified to conform to the Fiscal 2023 presentation. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all of the information and notes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. Similarly, the March 2022 consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all normal and recurring adjustments necessary to fairly state the consolidated financial position, results of operations and cash flows of VF for the interim periods presented. Operating results for the three 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”). 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 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. Significant Accounting Policies Supply Chain Financing 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. The SCF program is administered through third-party platforms that allow participating suppliers to track payments from VF and elect which VF receivables, if any, to sell to the financial institutions. The transactions are at the sole discretion of both the suppliers and financial institutions, and VF is not a party to the agreements and has no economic interest in the supplier's decision to sell a receivable. The terms between VF and the supplier, including the amount due and scheduled payment dates, are not impacted by a supplier's participation in the SCF program. Amounts due to suppliers who voluntarily participate in the SCF program are included in the accounts payable line item in VF's Consolidated Balance Sheets and VF payments made under the SCF program are reflected in cash flows from operating activities in VF's Consolidated Statements of Cash Flows. VF has been informed by the participating financial institutions that amounts payable to them for suppliers who voluntarily participated in the SCF program and included in the accounts payable line item in VF's Consolidated Balance Sheet was $ 159.9 million at December 2022. 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 Table of Con tents NOTE 2 — RECENTLY ISSUED ACCOUNTING STANDARDS Recently Issued Accounting Standards 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 ", ASU No. 2021-01, " Reference Rate Reform (Topic 848): 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. The optional guidance is provided to ease the potential burden of accounting for reference rate reform. The guidance is effective and can be adopted no later than December 31, 2024. The Company does not expect this guidance to have a material impact on VF's consolidated financial statements. 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, 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 Contract Balances The following table provides information about contract assets and contract liabilities: (In thousands) December 2022 March 2022 December 2021 Contract assets (a) $ 1,273 $ 1,065 $ 1,425 Contract liabilities (b) 80,456 71,067 73,890 (a) Included in the other current assets line item in the Consolidated Balance Sheets. (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 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. 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 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 December 2022 (In thousands) Outdoor Active Work Other Total Channel revenues Wholesale $ 973,292 $ 401,521 $ 198,956 $ — $ 1,573,769 Direct-to-consumer 1,023,428 850,167 63,773 — 1,937,368 Royalty 6,325 6,994 6,211 — 19,530 Total $ 2,003,045 $ 1,258,682 $ 268,940 $ — $ 3,530,667 Geographic revenues Americas $ 1,110,134 $ 766,394 $ 217,408 $ — $ 2,093,936 Europe 643,740 312,857 26,752 — 983,349 Asia-Pacific 249,171 179,431 24,780 — 453,382 Total $ 2,003,045 $ 1,258,682 $ 268,940 $ — $ 3,530,667 Three Months Ended December 2021 (In thousands) Outdoor Active Work Other Total Channel revenues Wholesale $ 960,020 $ 448,690 $ 215,023 $ 279 $ 1,624,012 Direct-to-consumer 964,016 956,393 61,077 — 1,981,486 Royalty 4,391 5,494 9,001 — 18,886 Total $ 1,928,427 $ 1,410,577 $ 285,101 $ 279 $ 3,624,384 Geographic revenues Americas $ 1,040,827 $ 862,524 $ 229,109 $ 279 $ 2,132,739 Europe 651,252 333,415 18,631 — 1,003,298 Asia-Pacific 236,348 214,638 37,361 — 488,347 Total $ 1,928,427 $ 1,410,577 $ 285,101 $ 279 $ 3,624,384 Nine Months Ended December 2022 (In thousands) Outdoor Active Work Other Total Channel revenues Wholesale $ 2,602,744 $ 1,524,712 $ 608,972 $ 148 $ 4,736,576 Direct-to-consumer 1,710,437 2,226,870 145,274 — 4,082,581 Royalty 13,816 21,155 18,734 — 53,705 Total $ 4,326,997 $ 3,772,737 $ 772,980 $ 148 $ 8,872,862 Geographic revenues Americas $ 2,325,405 $ 2,282,005 $ 625,565 $ 148 $ 5,233,123 Europe 1,447,353 994,783 68,255 — 2,510,391 Asia-Pacific 554,239 495,949 79,160 — 1,129,348 Total $ 4,326,997 $ 3,772,737 $ 772,980 $ 148 $ 8,872,862 13 VF Corporation Q3 FY23 Form 10-Q Table of Con tents Nine Months Ended December 2021 (In thousands) Outdoor Active Work Other Total Channel revenues Wholesale $ 2,426,963 $ 1,600,238 $ 693,910 $ 557 $ 4,721,668 Direct-to-consumer 1,614,783 2,488,454 144,029 — 4,247,266 Royalty 11,056 16,126 21,060 — 48,242 Total $ 4,052,802 $ 4,104,818 $ 858,999 $ 557 $ 9,017,176 Geographic revenues Americas $ 2,139,763 $ 2,412,228 $ 689,191 $ 557 $ 5,241,739 Europe 1,406,329 1,051,301 58,247 — 2,515,877 Asia-Pacific 506,710 641,289 111,561 — 1,259,560 Total $ 4,052,802 $ 4,104,818 $ 858,999 $ 557 $ 9,017,176 NOTE 4 — DISCONTINUED OPERATIONS The Company continuously assesses the composition of its portfolio to ensure it is aligned with its strategic objectives and positioned to maximize growth and return to shareholders. Occupational Workwear Business On January 21, 2020, VF announced its decision to explore the divestiture of its Occupational Workwear business. The Occupational Workwear business was comprised primarily of the following brands and businesses: Red Kap ® , VF Solutions ® , Bulwark ® , Workrite ® , Walls ® , Terra ® , Kodiak ® , Work Authority ® and Horace Small ® . The business also included the license of certain Dickies ® occupational workwear products that have historically been sold through the business-to-business channel. As of March 28, 2020, the Occupational Workwear business met the held-for-sale and discontinued operations accounting criteria. Accordingly, the Company has reported the results of the Occupational Workwear business and the related cash flows as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively, through the date of sale. On June 28, 2021, VF completed the sale of the Occupational Workwear business. The Company has received proceeds of $ 616.9 million, net of cash sold, resulting in 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 (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. 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: Nine Months Ended December (In thousands) 2022 2021 Net revenues $ — $ 181,424 Cost of goods sold — 117,193 Selling, general and administrative expenses — 38,735 Interest income, net — 194 Other income (expense), net — 6 Income from discontinued operations before income taxes — 25,696 Gain on the sale of discontinued operations before income taxes — 133,571 Total income from discontinued operations before income taxes — 159,267 Income tax benefit (a) — ( 11,006 ) Income from discontinued operations, net of tax (b) $ — $ 170,273 (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) December 2022 March 2022 December 2021 Finished products $ 2,535,759 $ 1,353,483 $ 1,218,099 Work-in-process 41,307 50,774 49,933 Raw materials 14,849 14,416 19,178 Total inventories $ 2,591,915 $ 1,418,673 $ 1,287,210 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 $ 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 December 2022 March 2022 (In thousands) Weighted Average Amortization Period Amortization Method Cost Accumulated Amortization Net Carrying Amount Net Carrying Amount Amortizable intangible assets: Customer relationships and other 19 years Accelerated $ 261,365 $ 169,401 $ 91,964 $ 103,703 Indefinite-lived intangible assets: Trademarks and trade names 2,698,548 2,896,648 Intangible assets, net $ 2,790,512 $ 3,000,351 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 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. NOTE 7 — GOODWILL Changes in goodwill are summarized by reportable segment as follows: (In thousands) Outdoor Active Work Total Balance, March 2022 $ 660,786 $ 1,619,121 $ 113,900 $ 2,393,807 Impairment charge — ( 229,044 ) — ( 229,044 ) Currency translation ( 7,017 ) ( 14,507 ) ( 838 ) ( 22,362 ) 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 December 2022, respectively, and $ 323.3 million for the Outdoor segment as of March 2022. 15 VF Corporation Q3 FY23 Form 10-Q Table of Con tents NOTE 8 — LEASES The Company leases certain retail locations, office space, distribution facilities, machinery and equipment, and vehicles. The substantial majority of these leases are operating leases. Total lease cost includes operating lease cost, variable lease cost, finance lease cost, short-term lease cost and impairment. Components of lease cost were as follows: Three Months Ended December Nine Months Ended December (In thousands) 2022 2021 2022 2021 Operating lease cost $ 103,127 $ 105,888 $ 306,259 $ 329,548 Other lease cost 37,784 34,092 104,960 84,522 Total lease cost $ 140,911 $ 139,980 $ 411,219 $ 414,070 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 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 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. 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 December Nine Months Ended December (In thousands) 2022 2021 2022 2021 Service cost – benefits earned during the period $ 2,632 $ 3,547 $ 7,904 $ 10,737 Interest cost on projected benefit obligations 10,754 9,332 34,065 28,174 Expected return on plan assets ( 14,752 ) ( 19,347 ) ( 48,364 ) ( 58,100 ) Settlement charges 695 5,660 93,597 6,684 Amortization of deferred amounts: Net deferred actuarial losses 3,858 2,858 11,532 8,569 Deferred prior service credits ( 112 ) ( 117 ) ( 335 ) ( 352 ) Net periodic pension cost (income) $ 3,075 $ 1,933 $ 98,399 $ ( 4,288 ) The amounts reported in these disclosures have not been segregated between continuing and discontinued operations. VF has reported the service cost component of net periodic pension cost (income) in operating income and the other components, which include interest cost, expected return on plan assets, settlement charges and amortization of deferred actuarial losses and prior service credits, in the other income (expense), net line item in the Consolidated Statements of Operations. VF contributed $ 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. 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 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 $ 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 December 2022 and September 2022 was 5.58 % and 5.71 %, respectively. NOTE 11 — CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Common Stock 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 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 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) December 2022 March 2022 December 2021 Foreign currency translation and other $ ( 841,877 ) $ ( 751,632 ) $ ( 712,831 ) Defined benefit pension plans ( 164,346 ) ( 230,290 ) ( 248,971 ) Derivative financial instruments 76,635 55,343 24,345 Accumulated other comprehensive income (loss) $ ( 929,588 ) $ ( 926,579 ) $ ( 937,457 ) The changes in accumulated OCI, net of related taxes, were as follows: Three Months Ended December 2022 (In thousands) Foreign Currency Translation and Other Defined Benefit Pension Plans Derivative Financial Instruments Total Balance, September 2022 $ ( 883,846 ) $ ( 166,545 ) $ 206,226 $ ( 844,165 ) Other comprehensive income (loss) before reclassifications 41,969 ( 850 ) ( 101,665 ) ( 60,546 ) Amounts reclassified from accumulated other comprehensive income (loss) — 3,049 ( 27,926 ) ( 24,877 ) Net other comprehensive income (loss) 41,969 2,199 ( 129,591 ) ( 85,423 ) 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, September 2021 $ ( 687,120 ) $ ( 255,635 ) $ 1,921 $ ( 940,834 ) Other comprehensive income (loss) before reclassifications ( 25,711 ) 383 11,961 ( 13,367 ) Amounts reclassified from accumulated other comprehensive income (loss) — 6,281 10,463 16,744 Net other comprehensive income (loss) ( 25,711 ) 6,664 22,424 3,377 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 Balance, March 2022 $ ( 751,632 ) $ ( 230,290 ) $ 55,343 $ ( 926,579 ) Other comprehensive income (loss) before reclassifications ( 90,245 ) ( 11,226 ) 68,719 ( 32,752 ) Amounts reclassified from accumulated other comprehensive income (loss) — 77,170 ( 47,427 ) 29,743 Net other comprehensive income (loss) ( 90,245 ) 65,944 21,292 ( 3,009 ) 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 Balance, March 2021 $ ( 700,173 ) $ ( 257,747 ) $ ( 51,080 ) $ ( 1,009,000 ) Other comprehensive income (loss) before reclassifications ( 12,658 ) ( 2,355 ) 35,973 20,960 Amounts reclassified from accumulated other comprehensive income (loss) — 11,131 39,452 50,583 Net other comprehensive income (loss) ( 12,658 ) 8,776 75,425 71,543 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 December Nine Months Ended December 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: Net deferred actuarial losses Other income (expense), net $ ( 3,858 ) $ ( 2,858 ) $ ( 11,532 ) $ ( 8,569 ) Deferred prior service credits Other income (expense), net 112 117 335 352 Pension settlement charges Other income (expense), net ( 695 ) ( 5,660 ) ( 93,597 ) ( 6,684 ) Total before tax ( 4,441 ) ( 8,401 ) ( 104,794 ) ( 14,901 ) Tax benefit 1,392 2,120 27,624 3,770 Net of tax ( 3,049 ) ( 6,281 ) ( 77,170 ) ( 11,131 ) Gains (losses) on derivative financial instruments: 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 before tax 32,905 ( 12,439 ) 56,053 ( 45,984 ) Tax (expense) benefit ( 4,979 ) 1,976 ( 8,626 ) 6,532 Net of tax 27,926 ( 10,463 ) 47,427 ( 39,452 ) Total reclassifications for the period, net of tax $ 24,877 $ ( 16,744 ) $ ( 29,743 ) $ ( 50,583 ) NOTE 12 — STOCK-BASED COMPENSATION Incentive Equity Awards Granted 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. 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. All options have ten-year terms. The grant date fair value of each option award was calculated using a lattice option-pricing valuation model, which incorporated a range of assumptions for inputs as follows: Nine Months Ended December 2022 Expected volatility 30 % to 45 % Weighted average expected volatility 39 % Expected term (in years) 6.0 to 7.8 Weighted average dividend yield 2.9 % Risk-free interest rate 1.53 % to 4.75 % Weighted average fair value at date of grant $ 13.48 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. Each performance-based RSU has a potential final payout ranging from zero to two shares of VF Common Stock. The number of shares earned by participants, if any, is based on achievement of three-year financial targets set by the Talent and Compensation Committee of the Board of Directors. Shares will be issued to participants in the year following the conclusion of the three-year performance period. The financial targets include 50 % weighting based on VF's revenue growth and 50 % weighting based on VF's gross margin performance over the three-year period compared to financial targets. Additionally, the actual number of shares earned may be adjusted upward or downward by 25 % of the target award, based on how VF's total shareholder return ("TSR") over the three-year period compares to the TSR for companies included in the Standard & Poor's 500 Consumer Discretionary Index. The grant date fair value of the TSR-based adjustment related to the performance-based RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $ 3.46 per share. 19 VF Corporation Q3 FY23 Form 10-Q Table of Con tents 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 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 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 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 %. 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 IRS examinations for tax years throug h 2015 have been effectively settled. As previously reported, VF petitioned the U.S. Tax Court (the “Court”) to resolve an IRS dispute regarding the timing of income inclusion associated with VF’s acquisition of The Timberland Company in September 2011. While the IRS argues that all such income should have been immediately included in 2011, VF has reported periodic income inclusions in subsequent tax years. Both parties moved for summary judgment on the issue. On January 31, 2022, the Court issued its opinion in favor of the IRS and on July 14, 2022 issued its final decision. VF believes the opinion of the Court was in error based on the technical merits and 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. 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 believes that some of these audits and negotiations will conclude during the next 12 months. VF was granted a ruling which lowered the effective income tax rate on taxable earnings for years 2010 through 2014 under Belgium’s excess profit tax regime. During 2015, the European Union Commission (“EU”) investigated and announced its decision that these rulings were illegal and ordered the tax benefits to be collected from affected companies, including VF. Requests for annulment were filed by Belgium and VF Europe BVBA individually. During 2017 and 2018, VF Europe BVBA was assessed and paid € 35.0 million tax and interest, which was recorded as an income tax receivable 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. In September 2021, the General Court's judgment was set aside by the Court of Justice of the EU and the case was sent back to the General Court to determine whether the excess profit tax regime amounted to illegal State aid. The case remains open and unresolved. If this matter is adversely resolved, these amounts will not be collected by VF. During the 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. 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. VF Corporation Q3 FY23 Form 10-Q 20 Table of Con tents NOTE 14 — REPORTABLE SEGMENT INFORMATION The chief operating decision maker allocates resources and assesses performance based on a global brand view which represents VF's operating segments. The operating segments have been evaluated and combined into reportable segments because they meet the similar economic characteristics and qualitative aggregation criteria set forth in the relevant accounting guidance. The Company's reportable segments have been identified as: Outdoor, Active and Work. We have included an Other category in the table below for purposes of reconciliation of revenues and profit, but it is not considered a reportable segment. Other primarily includes sourcing activities related to transition services. Financial information for VF's reportable segments is as follows: Three Months Ended December Nine Months Ended December (In thousands) 2022 2021 2022 2021 Segment revenues: Outdoor $ 2,003,045 $ 1,928,427 $ 4,326,997 $ 4,052,802 Active 1,258,682 1,410,577 3,772,737 4,104,818 Work 268,940 285,101 772,980 858,999 Other — 279 148 557 Total segment revenues $ 3,530,667 $ 3,624,384 $ 8,872,862 $ 9,017,176 Segment profit (loss): Outdoor $ 457,027 $ 450,432 $ 670,615 $ 662,761 Active 146,885 254,497 541,171 809,708 Work 18,487 47,672 92,989 150,649 Other ( 134 ) ( 44 ) ( 516 ) ( 696 ) Total segment profit 622,265 752,557 1,304,259 1,622,422 Impairment of goodwill and intangible assets — — ( 421,922 ) — Corporate and other expenses ( 116,133 ) ( 74,210 ) ( 507,656 ) ( 166,115 ) Interest expense, net ( 50,230 ) ( 33,388 ) ( 115,395 ) ( 100,533 ) 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 December Nine Months Ended December (In thousands, except per share amounts) 2022 2021 2022 2021 Earnings per share – basic: Income from continuing operations $ 507,868 $ 517,801 $ 333,476 $ 1,135,826 Weighted average common shares outstanding 387,739 390,430 387,663 391,187 Earnings per share from continuing operations $ 1.31 $ 1.33 $ 0.86 $ 2.90 Earnings per share – diluted: Income from continuing operations $ 507,868 $ 517,801 $ 333,476 $ 1,135,826 Weighted average common shares outstanding 387,739 390,430 387,663 391,187 Incremental shares from stock options and other dilutive securities 453 2,065 694 2,360 Adjusted weighted average common shares outstanding 388,192 392,495 388,357 393,547 Earnings per share from continuing operations $ 1.31 $ 1.32 $ 0.86 $ 2.89 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 Financial assets and financial liabilities measured and reported at fair value are classified in a three-level hierarchy that prioritizes the inputs used in the valuation process. A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The hierarchy is based on the observability and objectivity of the pricing inputs, as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities, or (iii) information derived from or corroborated by observable market data. • 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. 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: Total Fair Value Fair Value Measurement Using (a) (In thousands) Level 1 Level 2 Level 3 December 2022 Financial assets: Cash equivalents: Money market funds $ 37,237 $ 37,237 $ — $ — Time deposits 60,572 60,572 — — Derivative financial instruments 84,918 — 84,918 — Deferred compensation 98,221 98,221 — — Financial liabilities: Derivative financial instruments 58,776 — 58,776 — Deferred compensation 98,905 — 98,905 — Total Fair Value Fair Value Measurement Using (a) (In thousands) Level 1 Level 2 Level 3 March 2022 Financial assets: Cash equivalents: Money market funds $ 324,868 $ 324,868 $ — $ — Time deposits 1,100 1,100 — — Derivative financial instruments 79,046 — 79,046 — Deferred compensation 125,323 125,323 — — Financial liabilities: Derivative financial instruments 27,723 — 27,723 — Deferred compensation 129,078 — 129,078 — Contingent consideration 56,976 — — 56,976 (a) There were no transfers among the levels within the fair value hierarchy during the 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 December Nine Months Ended December (In thousands) 2022 2021 2022 2021 Beginning Balance $ — $ 99,000 $ 56,976 $ 207,000 Change in fair value — ( 50,000 ) — ( 158,000 ) Cash payout — — ( 56,976 ) — Ending Balance $ — $ 49,000 $ — $ 49,000 VF’s cash equivalents include money market funds and time deposits with maturities within three months of their purchase dates that approximate fair value based on Level 1 measurements. The fair value of derivative financial instruments, which consist of foreign exchange forward contracts 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. These investments primarily include mutual funds (Level 1) that are valued based on quoted prices in active markets. Liabilities related to VF’s deferred compensation plans are recorded at amounts due to participants, based on the fair value of the participants’ selection of hypothetical investments. The contingent consideration liability represented the amount of additional cash consideration paid to the selling shareholders of Supreme Holdings, Inc. ("Supreme"), which was dependent upon the achievement of certain financial targets over the one-year earn-out period ended January 31, 2022. The estimated fair value of the contingent consideration liability, which could range from zero to $ 300.0 million, was $ 57.0 million as of March 2022 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. 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 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, 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. 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. 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. 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 Statement of Operations for the nine months ended December 2022. 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. 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 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: • 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; and, • 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 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. 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 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 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 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: Fair Value of Derivatives with Unrealized Gains Fair Value of Derivatives with Unrealized Losses (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 ) 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 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 Asset Derivative Liability Derivative Asset Derivative Liability Derivative Asset Derivative Liability Gross amounts presented in the Consolidated Balance Sheets $ 84,918 $ ( 58,776 ) $ 79,046 $ ( 27,723 ) $ 57,466 $ ( 32,987 ) Gross amounts not offset in the Consolidated Balance Sheets ( 24,024 ) 24,024 ( 18,721 ) 18,721 ( 22,964 ) 22,964 Net amounts $ 60,894 $ ( 34,752 ) $ 60,325 $ ( 9,002 ) $ 34,502 $ ( 10,023 ) Derivatives are classified as current or noncurrent based on maturity dates, as follows: (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 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 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 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. Changes in the fair values of these instruments are recognized directly in earnings. Gains or losses on these contracts largely offset the net transaction losses or gains on the related assets and liabilities. In the case of derivative contracts executed on foreign currency exposures that are no longer probable of occurring, VF de-designates these hedges and the fair value changes of these instruments are also recognized directly in earnings. The impact of de-designated derivative contracts and changes in the fair value of derivative contracts not designated as hedges, recognized as gains or losses in VF's Consolidated Statements of Operations wer e not material f or the three and nine months ended December 2022 and December 2021. Other Derivative Information 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 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 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 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 $ 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 December Nine Months Ended December (In thousands) 2022 2021 2022 2021 Severance and employee-related benefits $ 10,607 $ 3,056 $ 50,165 $ 7,352 Accelerated depreciation 25 590 7,276 4,057 Contract termination and other 460 — 5,563 — Total restructuring charges $ 11,092 $ 3,646 $ 63,004 $ 11,409 Restructuring costs by business segment are as follows: Three Months Ended December Nine Months Ended December (In thousands) 2022 2021 2022 2021 Outdoor $ 391 $ 1,529 $ 887 $ 4,206 Active — — 1,478 1,008 Work — 1,527 9 2,315 Corporate and other 10,701 590 60,630 3,880 Total $ 11,092 $ 3,646 $ 63,004 $ 11,409 The activity in the restructuring accrual for the nine-month period ended December 2022 was as follows: (In thousands) Severance Other Total Accrual at March 2022 $ 25,640 $ 1,211 $ 26,851 Charges 50,165 5,563 55,728 Cash payments and settlements ( 30,598 ) ( 457 ) ( 31,055 ) Adjustments to accruals ( 3,205 ) 53 ( 3,152 ) Impact of foreign currency 192 363 555 Accrual at December 2022 $ 42,194 $ 6,733 $ 48,927 27 VF Corporation Q3 FY23 Form 10-Q Table of Con tents NOTE 19 — CONTINGENCIES As previously reported, VF petitioned the U.S. Tax Court (the “Court”) to resolve an IRS dispute regarding the timing of income inclusion associated with VF’s acquisition of The Timberland Company in September 2011. While the IRS argues that all such income should have been immediately included in 2011, VF has reported periodic income inclusions in subsequent tax years. Both parties moved for summary judgment on the issue. On January 31, 2022, the Court issued its opinion in favor of the IRS and on July 14, 2022 issued its final decision. VF believes the opinion of the Court was in error based on the technical merits and 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 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. However, any such refund could be substantially reduced by potential indirect tax effects resulting from application of the Court opinion. Deferred tax liabilities, representing VF’s future tax on annual inclusions, would also be released. The net impact to tax expense 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. The resolution of which is not currently expected to have a material adverse impact on the Company's financial position, results of operations or cash flows. NOTE 20 — SUBSEQUENT EVENT 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 Table of Con tents