What changed in this filing

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Item 1. Financial Statements

2023-08-03 compared with 2023-02-08 · 210 added, 498 removed, 574 unchanged (55% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

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

(In thousands, except share amounts) June 2023 March 2023 June 2022

Current assets

2 unchanged sentences

Accounts receivable, less allowance for doubtful accounts of:

December 2022 - $ 29,087 ;

June 2023 - $ 33,076 ;

March 2023 - $ 28,075 ;

December 2021 - $ 33,363

June 2022 - $ 29,780

1,214,223 1,610,295 1,249,713

34 unchanged sentences

shares authorized, 25,000,000 ;

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

no shares outstanding at June 2023, March 2023 or June 2022

Common Stock, stated value $ 0.25 ;

shares authorized, 1,200,000,000 ;

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

shares outstanding at June 2023 - 388,836,545 ;

March 2023 - 388,665,531 ;

December 2021 - 388,885,032

June 2022 - 388,490,713

97,209 97,166 97,123

1 unchanged sentence

3,733,777 3,775,979 3,941,440

Accumulated other comprehensive income (loss)

Accumulated other comprehensive loss

( 1,053,529 ) ( 1,019,518 ) ( 874,876 )

Retained earnings

Retained earnings (accumulated deficit)

( 60,694 ) 57,086 188,806

3 unchanged sentences

3 VF Corporation Q1 FY24 Form 10-Q

Table of Con tents

VF CORPORATION

Consolidated Statements of Operations

Three Months Ended December Nine Months Ended December

Three Months Ended June

(In thousands, except per share amounts) 2023 2022

5 unchanged sentences

1,110,059 1,155,251

Impairment of goodwill and intangible assets

— — 421,922 —

Total costs and operating expenses

2,095,328 2,198,233

Operating income

Operating income (loss)

( 8,992 ) 63,362

Interest income

3,914 606 6,020 4,266

Interest expense

( 55,213 ) ( 32,545 )

Loss on debt extinguishment

— ( 3,645 ) — ( 3,645 )

Other income (expense), net

( 3,567 ) ( 94,714 )

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

Loss before income taxes

( 62,278 ) ( 62,614 )

Earnings per common share - basic

Continuing operations

Income tax benefit

( 4,853 ) ( 6,654 )

Discontinued operations

Total earnings per common share - basic

$ ( 57,425 ) $ ( 55,960 )

Earnings per common share - diluted

Continuing operations

Net loss per common share

$ ( 0.15 ) $ ( 0.14 )

Discontinued operations

Total earnings per common share - diluted

$ ( 0.15 ) $ ( 0.14 )

4 unchanged sentences

VF Corporation Q1 FY24 Form 10-Q 4

Table of Con tents

VF CORPORATION

Consolidated Statements of Comprehensive Income

Three Months Ended December Nine Months Ended December

Consolidated Statements of Comprehensive Loss

Three Months Ended June

(In thousands) 2023 2022

2 unchanged sentences

Foreign currency translation and other

Gains (losses) arising during the period

Losses arising during the period

( 16,530 ) ( 51,524 )

5 unchanged sentences

Amortization of net deferred actuarial losses

3,858 2,858 11,532 8,569

Amortization of deferred prior service credits

1 unchanged sentence

Reclassification of net actuarial loss from settlement charges

695 5,660 93,597 6,684

Income tax effect

8 unchanged sentences

Income tax effect

4,979 ( 1,976 ) 8,626 ( 6,532 )

Other comprehensive income (loss)

( 34,011 ) 51,703

Comprehensive income

Comprehensive loss

$ ( 91,436 ) $ ( 4,257 )

3 unchanged sentences

Consolidated Statements of Cash Flows

Nine Months Ended December

Three Months Ended June

(In thousands) 2023 2022

1 unchanged sentence

$ ( 57,425 ) $ ( 55,960 )

Income from discontinued operations, net of tax

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

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

Depreciation and amortization

7 unchanged sentences

( 10,661 ) 89,277

Loss on extinguishment of debt

10,740 ( 291,054 )

Changes in operating assets and liabilities:

11 unchanged sentences

( 8,140 ) ( 6,607 )

Cash provided (used) by operating activities - continuing operations

( 833,472 ) 791,290

Cash provided by operating activities - discontinued operations

Cash provided (used) by operating activities

1 unchanged sentence

INVESTING ACTIVITIES

Business acquisitions, net of cash received

Proceeds from sale of businesses, net of cash sold

Proceeds from sale of short-term investments

Capital expenditures

3 unchanged sentences

( 5,972 ) 10,045

Cash provided (used) by investing activities - continuing operations

( 206,833 ) 953,936

Cash used by investing activities - discontinued operations

Cash provided (used) by investing activities

Cash used by investing activities

( 90,562 ) ( 69,519 )

6 unchanged sentences

Payment of debt issuance costs

( 819 ) ( 2,415 )

Proceeds from long-term debt

Share repurchases

— ( 299,999 )

Cash dividends paid

2 unchanged sentences

( 1,725 ) ( 1,766 )

Cash provided (used) by financing activities

Cash used by financing activities

( 71,885 ) ( 261,221 )

7 unchanged sentences

$ 808,121 $ 529,034

Continued on next page.

See notes to consolidated financial statements.

VF Corporation Q3 FY23 Form 10-Q 6

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VF CORPORATION

Consolidated Statements of Cash Flows

Nine Months Ended December

(In thousands) 2022 2021

Balances per Consolidated Balance Sheets:

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VF Corporation Q1 FY24 Form 10-Q 6

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VF CORPORATION

Consolidated Statements of Stockholders’ Equity

Three Months Ended December 2022

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

Three Months Ended June 2023

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

(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

Balance, March 2023 388,665,531 $ 97,166 $ 3,775,979 $ ( 1,019,518 ) $ 57,086 $ 2,910,713

— — — — ( 57,425 ) ( 57,425 )

9 unchanged sentences

— — — ( 27,343 ) — ( 27,343 )

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

Balance, June 2023 388,836,545 $ 97,209 $ 3,733,777 $ ( 1,053,529 ) $ ( 60,694 ) $ 2,716,763

Three Months Ended June 2022

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

(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

Balance, March 2022 388,298,375 $ 97,075 $ 3,916,384 $ ( 926,579 ) $ 443,475 $ 3,530,355

— — — — ( 55,960 ) ( 55,960 )

1 unchanged sentence

— — — — ( 194,135 ) ( 194,135 )

Share repurchases

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

Stock-based compensation, net

6 unchanged sentences

— — — 77,086 — 77,086

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

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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 — — — — 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

(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

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

See notes to consolidated financial statements.

7 VF Corporation Q1 FY24 Form 10-Q

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VF CORPORATION

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE NUMBER

NOTE 1 Basis of Presentation and Summary of Significant Accounting Policies

NOTE 2 Recently Issued Accounting Standards

NOTE 1 Basis of Presentation

NOTE 2 Recently Adopted Accounting Standards

NOTE 3 Revenues

NOTE 4 Discontinued Operation s

NOTE 4 Inventories

2 unchanged sentences

NOTE 7 Leases

NOTE 9 Long-term Debt

NOTE 8 Supply Chain Financing Program

NOTE 9 Pension Plans

NOTE 11 Capital and Accumulated Other Comprehensive Income (Loss)

NOTE 10 Capital and Accumulated Other Comprehensive Loss

NOTE 11 Stock-based Compensation

1 unchanged sentence

NOTE 13 Reportable Segment Information

NOTE 15 Earnings Per Share

NOTE 14 Net Loss Per Share

NOTE 15 Fair Value Measurements

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VF Corporation Q1 FY24 Form 10-Q 8

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

NOTE 1 — BASIS OF PRESENTATION

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.

The Company's current fiscal year runs from April 2, 2023 through March 30, 2024 ("Fiscal 2024").

Accordingly, this Form 10-Q presents our first quarter of Fiscal 2024.

For presentation purposes herein, all references to periods ended June 2023 and June 2022 relate to the fiscal periods ended on July 1, 2023 and July 2, 2022, respectively.

References to March 2023 relate to information as of April 1, 2023.

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.

1 unchanged sentence

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.

Operating results for the three months ended June 2023 are not necessarily indicative of results that may be

expected for any other interim period or for Fiscal 2024.

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 1, 2023 (“Fiscal 2023 Form 10-K”).

Recent Developments and Uncertainties

There is ongoing uncertainty around the global economy and macroeconomic environment, which we expect to continue and cause disruption and near-term challenges for our business.

Macroeconomic conditions include inflationary pressures, higher interest rates and weakening consumer sentiment.

These conditions have led to elevated inventories in certain markets and an increased promotional environment, and increased borrowing costs.

VF has considered the impact of these developments on the estimates and assumptions used when preparing the interim consolidated financial statements and accompanying notes.

The duration and severity of these recent developments, 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.

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

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NOTE 2 — RECENTLY ISSUED ACCOUNTING STANDARDS

Recently Issued Accounting Standards

NOTE 2 — RECENTLY ADOPTED ACCOUNTING STANDARDS

In March 2020, January 2021 and December 2022, the Financial Accounting Standards Board (" FASB") issued Accounting Standards Update (" ASU") No.

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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.

This guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging r elationships and other transactions affected by reference rate reform if certain criteria are met.

The guidance is provided to ease the potential burden of accounting for reference rate reform.

During the first quarter of Fiscal 2024, the Company amended the terms of its $ 2.25 billion senior unsecured revolving line of credit (the “Global Credit Facility”), which replaced the LIBOR benchmark interest rate with a benchmark interest rate based on the forward-looking secured overnight financing rate ("Term SOFR").

This guidance was adopted in the first quarter of Fiscal 2024, but did not impact VF's consolidated financial statements.

In September 2022, the FASB issued ASU No.

2 unchanged sentences

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.

The guidance became effective for VF in the first quarter of Fiscal 2024, except for the rollforward information that will be effective for annual periods beginning in Fiscal 2025 on a prospective basis.

Early adoption is permitted.

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

The Company adopted the required guidance in the first quarter of Fiscal 2024 and is evaluating the impact of adopting the guidance related to the rollforward information.

Refer to Note 8 for disclosures related to the Company’s supply chain financing program.

9 VF Corporation Q1 FY24 Form 10-Q

NOTE 3 — REVENUES

1 unchanged sentence

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

(In thousands) December 2022 March 2022 December 2021

(In thousands) June 2023 March 2023 June 2022

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 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.

(b) Included in the accrued liabilities and other liabilities line items in the Consolidated Balance Sheets.

For the three months ended June 2023, the Company recognized $ 68.2 million of revenue that was included in the contract liability balance during the period, including amounts recorded as a contract liability and subsequently recognized as revenue as performance obligations were satisfied within the same period, such as order deposits from customers.

The change in the contract asset and contract liability balances primarily results from the timing differences between the Company's satisfaction of performance obligations and the customer's payment.

Performance Obligations

As of 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.

As of June 2023, the Company expects to recognize $ 63.6 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

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As of June 2023, there were no arrang ements with transaction price allocated to remaining performance obligations other than contracts for which the Company has applied the practical expedients and the fixed consideration related to future minimum guarantees discussed above.

For the three months ended June 2023, revenue recognized from performance obligations satisfied, or partially satisfied, in prior periods was not material.

Disaggregation of Revenues

The following tables disaggregate our revenues by channel and geography, which provides a meaningful depiction of how the nature, timing and uncertainty of revenues are affected by economic factors.

Three Months Ended 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

Three Months Ended June 2023

(In thousands) Outdoor Active Work Other Total

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VF Corporation Q1 FY24 Form 10-Q 10

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Nine Months Ended December 2021

Three Months Ended June 2022

(In thousands) Outdoor Active Work Other Total

9 unchanged sentences

Total $ 768,624 $ 1,253,945 $ 238,878 $ 148 $ 2,261,595

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

$ — $ 181,424

Cost of goods sold

Selling, general and administrative expenses

Interest income, net

Other income (expense), net

Income from discontinued operations before income taxes

Gain on the sale of discontinued operations before income taxes

Total income from discontinued operations before income taxes

Income tax benefit (a)

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

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NOTE 4 — INVENTORIES

(In thousands) December 2022 March 2022 December 2021

(In thousands) June 2023 March 2023 June 2022

Finished products $ 2,731,511 $ 2,240,215 $ 2,277,145

2 unchanged sentences

Total inventories $ 2,787,021 $ 2,292,790 $ 2,341,395

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 5 — INTANGIBLE ASSETS

December 2022 March 2022

June 2023 March 2023

(In thousands) Weighted

7 unchanged sentences

Intangible assets, net $ 2,640,827 $ 2,642,821

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.

Amortization expense for the three months ended June 2023 was $ 3.5 million.

Based on the carrying amounts of amortizable intangible assets noted above, estimated amortization expense for the next five years beginning in Fiscal 2024 is $ 13.6 million, $ 13.1 million, $ 12.1 million, $ 11.7 million and $ 10.7 million, respectively.

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Balance, March 2023 $ 653,787 $ 1,211,244 $ 113,382 $ 1,978,413

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

Currency translation ( 1,218 ) ( 3,273 ) ( 307 ) ( 4,798 )

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.

Balance, June 2023 $ 652,569 $ 1,207,971 $ 113,075 $ 1,973,615

Accum ulated impairm ent charges were $ 323.2 million for the Outdoor segment and $ 394.1 million for the Active segment as of the dates presented above.

No impairment charges were recorded during the three months ended June 2023.

11 VF Corporation Q1 FY24 Form 10-Q

Table of Con tents

NOTE 7 — LEASES

3 unchanged sentences

Components of lease cost were as follows:

Three Months Ended December Nine Months Ended December

Three Months Ended June

(In thousands) 2023 2022

2 unchanged sentences

Total lease cost $ 141,450 $ 134,870

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 %.

During the three months ended June 2023 and 2022, the Company paid $ 114.2 million and $ 102.3 million for operating leases, respectively.

During the three months ended June 2023 and 2022, the Company obtained $ 71.8 million and $ 105.9 million of right-of-use assets in exchange for lease liabilities, respectively.

NOTE 8 — SUPPLY CHAIN FINANCING PROGRAM

VF facilitates a voluntary supply chain finance ("SCF") program that 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 receivables, if any, to sell to the financial institutions.

The terms between VF and the supplier, including the amount due and scheduled payment terms (which are generally

within 90 days of the invoice date), are not impacted by a supplier's participation in the SCF program.

All amounts due to suppliers that are eligible to 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.

At June 2023, March 2023 and June 2022, the accounts payable line item in VF’s Consolidated Balance Sheets included total outstanding obligations of $ 931.0 million, $ 510.9 million and $ 506.5 million, respectively, due to suppliers that are eligible to participate in the SCF program.

NOTE 9 — 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

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

Three Months Ended June

(In thousands) 2023 2022

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Deferred prior service credits ( 135 ) ( 112 )

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.

Net periodic pension cost $ 5,516 $ 91,787

VF has reported the service cost component of net periodic pension cost in operating income (loss) 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 $ 16.2 million to its defined benefit plans during the three months ended June 2023, and intends to make approximately $ 13.5 million of contributions during the remainder of Fiscal 2024.

VF recorded a $ 3.3 million settlement charge in the other income (expense), net line item in the Consolidated Statement of Operations for the three months ended June 2023.

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

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

The discount rate used to determine the supplemental defined benefit pension obligation as of June 2023 was 5.44 %

Additionally, during the three months ended June 2022, VF entered into an agreement with The Prudential Insurance

VF Corporation Q1 FY24 Form 10-Q 12

Company of America (“Prudential”) to purchase an irrevocable group annuity contract relating to approximately $ 330.0 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

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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)

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.

Under the group annuity contract, Prudential assumed responsibility for benefit payments and annuity administration for approximately 17,700 retirees and

beneficiaries.

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

VF recorded a $ 91.8 million settlement charge in the other income (expense), net line item in the Consolidated Statement of Operations during the three months ended June 2022 to recognize the related deferred actuarial losses in accumulated other comprehensive loss (“OCL”).

NOTE 10 — CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSS

During the three months ended June 2023, 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.

There were no shares held in treasury at the end of June 2023, March 2023 or June 2022.

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

Accumulated Other Comprehensive Loss

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

VF’s comprehensive loss is presented in the Consolidated Statements of Comprehensive Loss.

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

(In thousands) June 2023 March 2023 June 2022

Foreign currency translation and other $ ( 872,800 ) $ ( 859,651 ) $ ( 833,166 )

1 unchanged sentence

Derivative financial instruments ( 19,518 ) 7,825 132,429

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

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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

Accumulated other comprehensive loss $ ( 1,053,529 ) $ ( 1,019,518 ) $ ( 874,876 )

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

Three Months Ended June 2023

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

2 unchanged sentences

( 13,149 ) 1,088 ( 18,602 ) ( 30,663 )

Amounts reclassified from accumulated other comprehensive income (loss)

Amounts reclassified from accumulated other comprehensive loss

— 5,393 ( 8,741 ) ( 3,348 )

1 unchanged sentence

( 13,149 ) 6,481 ( 27,343 ) ( 34,011 )

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

Nine Months Ended December 2021

Balance, June 2023 $ ( 872,800 ) $ ( 161,211 ) $ ( 19,518 ) $ ( 1,053,529 )

Three Months Ended June 2022

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

2 unchanged sentences

( 81,534 ) ( 14,484 ) 84,055 ( 11,963 )

Amounts reclassified from accumulated other comprehensive income (loss)

Amounts reclassified from accumulated other comprehensive loss

— 70,635 ( 6,969 ) 63,666

1 unchanged sentence

( 81,534 ) 56,151 77,086 51,703

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

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

13 VF Corporation Q1 FY24 Form 10-Q

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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

Reclassifications out of accumulated OCL were as follows:

(In thousands) Three Months Ended June

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

Amortization of defined benefit pension plans:

8 unchanged sentences

( 5,393 ) ( 70,635 )

( 3,049 ) ( 6,281 ) ( 77,170 ) ( 11,131 )

Gains (losses) on derivative financial instruments:

11 unchanged sentences

( 1,939 ) ( 1,273 )

Tax (expense) benefit

( 4,979 ) 1,976 ( 8,626 ) 6,532

27,926 ( 10,463 ) 47,427 ( 39,452 )

Total reclassifications for the period, net of tax $ 3,348 $ ( 63,666 )

1 unchanged sentence

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.

During the three months ended June 2023, VF granted stock options to employees and nonemployee members of VF's Board of Directors to purchase 4,566,907 shares of its Common Stock at an exercise price of $ 17.95 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:

Nine Months Ended December 2022

Three Months Ended June 2023

Expected volatility 33 % to 52 %

4 unchanged sentences

Weighted average fair value at date of grant $ 5.72

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.

During the three months ended June 2023, VF granted 426,885 performance-based restricted stock units ("RSUs") to executives that enable them to receive shares of VF Common Stock at the end of a three-year performance cycle.

The fair market value of VF Common Stock at the date the units were granted was $ 17.95 per share.

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

The number of shares earned by participants, if any, is based on achievement of three-year financial and relative total shareholder return 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.

1 unchanged sentence

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.

Furthermore, 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, resulting in a maximum payout of 225 % of the target award.

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 $ 0.35 per share.

VF Corporation Q1 FY24 Form 10-Q 14

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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.

During the three months ended June 2023, VF granted 45,126 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.

The fair market value of VF Common Stock at the date the units were granted was $ 17.95 per share.

In addition, VF granted 2,565,204 nonperformance-based RSUs to employees during the three months ended June 2023.

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 fair market value of VF Common Stock at the date the units were granted was $ 17.95 per share.

NOTE 12 — 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.

The effective income tax rate for the three months ended June 2023 was 7.8 % compared to 10.6 % in the 2022 period.

The three months ended June 2023 included a net discrete tax expense of $ 0.2 million, which included a $ 4.7 million net tax expense related to unrecognized tax benefits and interest, a $ 3.1 million tax expense related to stock compensation and a $ 7.5 million net tax benefit for interest on the income tax receivable related to the Timberland court case.

Excluding the $ 0.2 million net discrete tax expense in the 2023 period, the effective income tax rate would have been 8.2 %.

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.

The three months ended June 2022 included a net discrete tax expense of $ 0.8 million, which included a $ 1.6 million net tax expense related to unrecognized tax benefits and interest and a $ 0.8 million net tax benefit related to withholding taxes on prior foreign earnings.

Excluding the $ 0.8 million net discrete tax expense in the 2022 period, the effective income tax rate would have been 12.0 %.

Without discrete items, the effective income tax rate for the three months ended June 2023 decreased by 3.8 % compared with the 2022 period primarily due to disproportionate year-to-date losses in jurisdictions with no tax benefit.

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.

In the U.S., the Internal Revenue Service ("IRS") examinations for tax years throug h 2015 have been effectively settled.

As previously reported, VF petitioned the U.S.

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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.

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.

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 will accrue interest income.

These amounts are included in the other assets line item in VF's Consolidated Balance Sheet at June 2023, based on our

assessment of the position under the more-likely-than-not standard of the accounting literature.

Refer to Note 18 for additional details on this matter.

In addition, VF is currently subject to examination by various state and international tax authorities.

Management regularly assesses the potential outcomes of both ongoing and future examinations for the current and prior years and has concluded that VF’s provision for income taxes is adequate.

Management believes that some of these audits and negotiations will conclude during the next 12 months.

VF was granted a ruling which lowered the effective income tax rate on taxable earnings for years 2010 through 2014 under Belgium’s excess profit tax regime.

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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.

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.

The outcome of any one examination is not expected to have a material impact on VF’s consolidated financial statements.

Management believes that some of these audits and negotiations will conclude during the next 12 months.

During the three months ended June 2023, the amount of net unrecognized tax benefits and associated interest increased by $ 7.0 million to $ 304.6 million.

Management believes that it is reasonably possible that the amount of unrecognized income tax benefits and interest may decrease during the next 12 months by approximately $ 301.3 million due to settlement of audits and expiration of statutes of limitations, primarily comprised of tax payments related to intellectual property transfers completed in a prior period.

The overall decrease of unrecognized tax benefits would reduce income tax expense by $ 24.8 million.

15 VF Corporation Q1 FY24 Form 10-Q

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NOTE 13 — REPORTABLE SEGMENT INFORMATION

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

Three Months Ended December Nine Months Ended December

Three Months Ended June

(In thousands) 2023 2022

3 unchanged sentences

Work 190,630 238,878

Other — 279 148 557

Total segment revenues $ 2,086,336 $ 2,261,595

5 unchanged sentences

Total segment profit 86,952 201,957

Impairment of goodwill and intangible assets

— — ( 421,922 ) —

Corporate and other expenses

1 unchanged sentence

Interest expense, net ( 49,719 ) ( 31,262 )

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

Income from continuing operations before income taxes

Loss before income taxes

$ ( 62,278 ) $ ( 62,614 )

NOTE 15 — EARNINGS PER SHARE

Three Months Ended December Nine Months Ended December

NOTE 14 — NET LOSS PER SHARE

Three Months Ended June

(In thousands, except per share amounts) 2023 2022

Earnings per share – basic:

Income from continuing operations

Net loss per common share – basic:

$ ( 57,425 ) $ ( 55,960 )

1 unchanged sentence

388,160 387,563

Earnings per share from continuing operations

Net loss per common share

$ ( 0.15 ) $ ( 0.14 )

Earnings per share – diluted:

Income from continuing operations

Net loss per common share – diluted:

$ ( 57,425 ) $ ( 55,960 )

2 unchanged sentences

Incremental shares from stock options and other dilutive securities

453 2,065 694 2,360

Adjusted weighted average common shares outstanding

388,160 387,563

Earnings per share from continuing operations

Net loss per common share

$ ( 0.15 ) $ ( 0.14 )

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.

In the three-month periods ended June 2023 and June 2022, the dilutive impacts of outstanding stock options and other dilutive 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.

As a result, a total of 18.6 million and 13.3 million potentially dilutive shares related to stock options and other dilutive securities were excluded from the diluted earnings per share calculations for the three-month periods ended June 2023 and June 2022, respectively.

VF Corporation Q1 FY24 Form 10-Q 16

Table of Con tents

NOTE 15 — FAIR VALUE MEASUREMENTS

12 unchanged sentences

(In thousands) Level 1 Level 2 Level 3

December 2022

Financial assets:

18 unchanged sentences

Deferred compensation 96,364 — 96,364 —

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

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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

(a) There were no transfers among the levels within the fair value hierarchy during the three months ended June 2023 or the year ended March 2023.

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.

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 interest rate forward curves, 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

These other financial assets and financial liabilities

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

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

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

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

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

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

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

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

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

including expansion into new markets.

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

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

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

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

At June 2023 and March 2023, their carrying values approximated fair value.

Additionally, at June 2023 and March 2023, the carrying values of VF’s long-term debt, including the

current portion, were $ 6,651.2 million and $ 6,635.3 million, respectively, compared with fair values of $ 6,170.7 million and $ 6,244.4 million at those respective dates.

Fair value for long-term debt is a Level 2 estimate based on quoted market prices or values of comparable borrowings.

NOTE 16 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

2 unchanged sentences

Although derivatives meet the criteria for hedge accounting at the inception of the hedging relationship, a limited number of derivative contracts intended to hedge assets and liabilities are not designated as hedges for accounting purposes.

The notional amounts of all outstanding 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.

The notional amounts of all outstanding foreign currency exchange forward contracts were $ 3.5 billion at June 2023, $ 3.4 billion at March 2023 and $ 3.3 billion at June 2022, consisting

primarily of contracts hedging exposures to the euro, British pound, Canadian dollar, Swiss franc, Mexican peso, Chinese renminbi, South Korean won, Swedish krona, Polish zloty and Japanese yen.

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 notional amounts of VF's outstanding interest rate swap contracts were $ 500.0 million at June 2023 and March 2023.

There were no notional amounts outstanding on interest rate swap contracts at June 2022.

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

2 unchanged sentences

with Unrealized Losses

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

(In thousands) June 2023 March 2023 June 2022 June 2023 March 2023 June 2022

Derivatives Designated as Hedging Instruments:

8 unchanged sentences

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

June 2023 March 2023 June 2022

(In thousands) Derivative

9 unchanged sentences

$ 5,760 $ ( 54,900 ) $ 23,218 $ ( 46,183 ) $ 133,440 $ ( 752 )

VF Corporation Q1 FY24 Form 10-Q 18

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

(In thousands) December 2022 March 2022 December 2021

(In thousands) June 2023 March 2023 June 2022

Derivative Instruments Balance Sheet Location

4 unchanged sentences

Interest rate contracts Other assets 4,582 — —

Interest rate contracts Other liabilities — ( 1,140 ) —

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

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 certain intercompany transactions, including sourcing and management fees and royalties.

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

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

(In thousands) Gain (Loss) on Derivatives Recognized in OCL

Three Months Ended June

Cash Flow Hedging Relationships 2023 2022

2 unchanged sentences

Total $ ( 22,740 ) $ 99,430

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(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

(In thousands) Gain (Loss) Reclassified from Accumulated OCL into Net Loss

Three Months Ended June

Cash Flow Hedging Relationships Location of Gain (Loss) 2023 2022

6 unchanged sentences

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.

VF uses foreign currency exchange contracts to manage foreign currency exchange risk on third-party and intercompany 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.

2 unchanged sentences

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.

During the three months ended June 2023, certain derivative contracts were de-designated as hedged forecasted transactions were no longer deemed probable of occurring.

Accordingly, the Company reclassified amounts from accumulated OCL and recognized an $ 8.4 million loss in cost of goods sold.

The changes in fair value of derivative contracts not designated as hedges and recognized as gains or losses in VF's Consolidated Statements of Operations were not material fo r the three months ended June 2023 and June 2022.

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.

At June 2023, accumulated OCL included $ 13.2 million of pre-tax net deferred losses 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.

1 unchanged sentence

The Company has designated its euro-denominated fixed-rate notes, which represent € 2.850 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.

Because this debt qualified as a nonderivative hedging instrument, foreign currency transaction gains or losses

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of the debt are deferred in the foreign currency translation and other component of accumulated OCL as an offset to the foreign currency translation adjustments on the hedged investments.

During the three-month periods ended June 2023 and June 2022, the Company recognized an after-tax loss of $ 10.4 million and an

after-tax gain of $ 87.7 million, respectively, in OCL related to the net investment hedge transaction.

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

NOTE 17 — RESTRUCTURING

The Company incurs restructuring charges related to strategic initiatives and cost optimization of business activities, primarily related to severance and employee-related benefits.

During the three 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.

During the three months ended June 2023, VF recognized $ 0.7 million of restructuring charges, related to approved initiatives.

All restructuring charges recognized in the three months ended June 2023, were reflected in selling, general and administrative expenses.

The Company has not recognized any significant

incremental costs related to accruals for the year ended March 2023 or prior periods.

Of the $ 30.5 million total restructuring accrual at June 2023, $ 29.2 million is expected to be paid out within the next 12 months and is classified within accrued liabilities.

The remaining $ 1.3 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

Three Months Ended June

(In thousands) 2023 2022

4 unchanged sentences

Restructuring costs by business segment are as follows:

Three Months Ended December Nine Months Ended December

Three Months Ended June

(In thousands) 2023 2022

Outdoor $ 242 $ —

Active — — 1,478 1,008

Work — 1,527 9 2,315

Corporate and other 19 6,106

Total $ 695 $ 6,106

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

The activity in the restructuring accrual for the three-month period ended June 2023 was as follows:

(In thousands) Severance Other Total

4 unchanged sentences

Impact of foreign currency 15 16 31

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

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Accrual at June 2023 $ 28,520 $ 1,935 $ 30,455

NOTE 18 — CONTINGENCIES

4 unchanged sentences

On January 31, 2022, the Court issued its opinion in favor of the IRS and on July 14, 2022 issued its final decision.

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

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.

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.

If the Court opinion is upheld, VF should be entitled to a

VF Corporation Q1 FY24 Form 10-Q 20

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.

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, which was approximately $ 19.6 million at June 2023.

The Company is currently involved in other legal proceedings that are ordinary, routine litigation incidental to the business, the resolution of which is not currently expected to have a material adverse impact on the Company's financial position, results of operations or cash flows.

NOTE 19 — SUBSEQUENT EVENT

On 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.

On July 25, 2023, VF’s Board of Directors declared a quarterly cash dividend of $ 0.30 per share, payable on September 20, 2023 to stockholders of record on September 11, 2023.

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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