What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-07 compared with 2024-02-07 · 240 added, 421 removed, 559 unchanged (54% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

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

(In thousands, except share amounts) June 2024 March 2024 June 2023

Current assets

2 unchanged sentences

Accounts receivable, less allowance for doubtful accounts of:

December 2023 - $ 30,011 ;

June 2024 - $ 28,542 ;

March 2024 - $ 26,369 ;

December 2022 - $ 29,087

June 2023 - $ 33,076

1,055,571 1,273,965 1,214,223

34 unchanged sentences

shares authorized, 25,000,000 ;

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

no shares outstanding at June 2024, March 2024 or June 2023

Common Stock, stated value $ 0.25 ;

shares authorized, 1,200,000,000 ;

shares outstanding at December 2023 - 388,819,204 ;

shares outstanding at June 2024 - 389,181,642 ;

March 2024 - 388,836,219 ;

December 2022 - 388,660,385

June 2023 - 388,836,545

97,295 97,209 97,209

3 unchanged sentences

( 1,053,627 ) ( 1,064,331 ) ( 1,053,529 )

Retained earnings (accumulated deficit)

Accumulated deficit

( 1,235,938 ) ( 974,584 ) ( 60,694 )

5 unchanged sentences

Consolidated Statements of Operations

Three Months Ended December Nine Months Ended December

Three Months Ended June

(In thousands, except per share amounts) 2024 2023

6 unchanged sentences

Impairment of goodwill and intangible assets

257,096 — 257,096 421,922

Total costs and operating expenses

2,147,194 2,095,328

Operating income (loss)

Operating loss

( 239,893 ) ( 8,992 )

Interest income

4,211 3,914 14,513 6,020

Interest expense

2 unchanged sentences

( 1,950 ) ( 3,567 )

Income (loss) before income taxes

Loss before income taxes

( 297,520 ) ( 62,278 )

Income tax expense (benefit)

Income tax benefit

( 38,634 ) ( 4,853 )

Net income (loss)

$ ( 258,886 ) $ ( 57,425 )

Earnings (loss) per common share

Net loss per common share

$ ( 0.67 ) $ ( 0.15 )

6 unchanged sentences

VF CORPORATION

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended December Nine Months Ended December

Consolidated Statements of Comprehensive Loss

Three Months Ended June

(In thousands) 2024 2023

Net income (loss)

$ ( 258,886 ) $ ( 57,425 )

6 unchanged sentences

Defined benefit pension plans

Current period actuarial gains (losses)

( 4,046 ) ( 1,307 ) 697 ( 15,449 )

Current period actuarial gains

Amortization of net deferred actuarial losses

4,106 3,858 12,508 11,532

Amortization of deferred prior service credits

1 unchanged sentence

Reclassification of net actuarial loss from settlement charges

131 695 3,430 93,597

Income tax effect

9 unchanged sentences

( 2,989 ) 1,939

Other comprehensive loss

Other comprehensive income (loss)

10,704 ( 34,011 )

Comprehensive income (loss)

Comprehensive loss

$ ( 248,182 ) $ ( 91,436 )

3 unchanged sentences

Consolidated Statements of Cash Flows

Nine Months Ended December

Three Months Ended June

(In thousands) 2024 2023

OPERATING ACTIVITIES

Net income (loss)

$ ( 258,886 ) $ ( 57,425 )

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

Adjustments to reconcile net loss to cash provided by operating activities:

Impairment of goodwill and intangible assets

257,096 421,922

Depreciation and amortization

7 unchanged sentences

2,219 ( 10,661 )

Deferred income taxes

( 20,220 ) 10,645

Write-off of income tax receivables and interest

( 10,931 ) 15,228

Changes in operating assets and liabilities:

11 unchanged sentences

17,926 ( 8,140 )

Cash provided (used) by operating activities

Cash provided by operating activities

19,830 163,575

INVESTING ACTIVITIES

Proceeds from sale of assets

Capital expenditures

6 unchanged sentences

FINANCING ACTIVITIES

Contingent consideration payment

Net increase in short-term borrowings

Net increase (decrease) in short-term borrowings

( 230 ) 47,029

2 unchanged sentences

Payment of debt issuance costs

( 576 ) ( 819 )

Proceeds from long-term debt

Cash dividends paid

2 unchanged sentences

( 1,924 ) ( 1,725 )

Cash provided (used) by financing activities

Cash used by financing activities

( 37,444 ) ( 71,885 )

16 unchanged sentences

Consolidated Statements of Stockholders’ Equity

Three Months Ended December 2023

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

(In thousands, except share amounts) Shares Amounts Total

Balance, September 2023 388,883,825 $ 97,221 $ 3,638,029 $ ( 1,011,705 ) $ ( 513,500 ) $ 2,210,045

Net income (loss)

— — — — ( 42,452 ) ( 42,452 )

Dividends on Common Stock ($ 0.09 per share)

— — ( 34,983 ) — — ( 34,983 )

Stock-based compensation, net

( 64,621 ) ( 16 ) 16,608 — ( 341 ) 16,251

Foreign currency translation and other

— — — 21,236 — 21,236

Defined benefit pension plans

— — — ( 63 ) — ( 63 )

Derivative financial instruments

— — — ( 60,841 ) — ( 60,841 )

Balance, December 2023 388,819,204 $ 97,205 $ 3,619,654 $ ( 1,051,373 ) $ ( 556,293 ) $ 2,109,193

Three Months Ended December 2022

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

Net income (loss)

— — — — 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

Continued on next page.

See notes to consolidated financial statements.

7 VF Corporation Q3 FY24 Form 10-Q

VF CORPORATION

Consolidated Statements of Stockholders’ Equity

Nine Months Ended December 2023

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

Three Months Ended June 2024

Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit

(In thousands, except share amounts) Shares Amounts Total

Balance, March 2024 388,836,219 $ 97,209 $ 3,600,071 $ ( 1,064,331 ) $ ( 974,584 ) $ 1,658,365

Net income (loss)

— — — — ( 258,886 ) ( 258,886 )

9 unchanged sentences

— — — 26,525 — 26,525

Balance, December 2023 388,819,204 $ 97,205 $ 3,619,654 $ ( 1,051,373 ) $ ( 556,293 ) $ 2,109,193

Nine Months Ended December 2022

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

Balance, June 2024 389,181,642 $ 97,295 $ 3,580,175 $ ( 1,053,627 ) $ ( 1,235,938 ) $ 1,387,905

Three Months Ended June 2023

Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit

(In thousands, except share amounts) Shares Amounts Total

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

Net income (loss)

— — — — ( 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

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

See notes to consolidated financial statements.

4 unchanged sentences

NOTE 1 Basis of Presentation

NOTE 2 Recently Adopted a nd Issued Accounting Standards

NOTE 2 Recently Adopted and Issued Accounting Standards

NOTE 3 Revenues

3 unchanged sentences

NOTE 7 Leases

NOTE 8 Short-term Borrowings and Long-term Debt

NOTE 8 Supply Chain Financing Program

4 unchanged sentences

NOTE 13 Reportable Segment Information

NOTE 15 Earnings (Loss) Per Share

NOTE 14 Net Loss Per Share

NOTE 15 Fair Value Measurements

1 unchanged sentence

NOTE 17 Restructuring

NOTE 19 Subsequent Event

NOTE 18 Subsequent Event s

VF Corporation Q1 FY25 Form 10-Q 8

1 unchanged sentence

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 2, 2023 through March 30, 2024 ("Fiscal 2024").

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

For presentation purposes herein, all references to periods ended December 2023 and December 2022 relate to the fiscal periods ended on December 30, 2023 and December 31, 2022, respectively.

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

The Company's current fiscal year runs from March 31, 2024 through March 29, 2025 (“Fiscal 2025”).

Accordingly, this Form 10-Q presents our first quarter of Fiscal 2025.

For presentation purposes herein, all references to periods ended June 2024 and June 2023 relate to the fiscal periods ended on June 29, 2024 and July 1, 2023, respectively.

References to March 2024 relate to information as of March 30, 2024.

Basis of Presentation

1 unchanged sentence

Similarly, the March 2024 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

Operating results for the three and nine months ended December 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 Development

On October 30, 2023, VF introduced Reinvent, a transformation program to enhance focus on brand-building and to improve operating performance and allow VF to achieve its full potential.

The first announced steps in this transformation cover the following priorities:

improve North America results, deliver the Vans ® turnaround, reduce costs and strengthen the balance sheet.

Refer to Note 18 for additional information on the program.

In the opinion of management,

the accompanying unaudited interim consolidated financial statements contain all normal and recurring adjustments necessary to fairly state the consolidated financial position, results of operations and cash flows of VF for the interim periods presented.

Operating results for the three months ended June 2024 are not necessarily indicative of results that may be expected for any other interim period or for Fiscal 2025.

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 March 30, 2024 (“Fiscal 2024 Form 10-K”).

Certain prior year amounts have been reclassified to conform to

the Fiscal 2025 presentation.

Use of Estimates

3 unchanged sentences

Recently Adopted 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 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.

In September 2022, the Financial Accounting Standards Board (" FASB") issued A ccounting Standards Update ("ASU") No.

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

2 unchanged sentences

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 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.

The Company adopted the required guidance in the first quarter of Fiscal 2024 and will disclose the rollforward information in our Annual Report on Form 10-K for the year ended March 29, 2025.

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

3 unchanged sentences

Improvements to Reportable Segment Disclosures" , which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses that are regularly provided to the individual or group identified as the chief operating decision maker ("CODM").

The guidance also requires disclosure of the title and position of the CODM and how reported measures of segment profit or loss are used to assess performance and allocate resources.

The guidance will be effective for annual disclosures beginning in Fiscal 2025, and has expanded requirements to include all annual disclosures about a reportable segment's profit or loss and assets in subsequent interim periods.

The guidance also requires disclosure of the title and position of the CODM and how reported measures of

segment profit or loss are used to assess performance and allocate resources.

The guidance will be effective for annual disclosures beginning in Fiscal 2025, and has expanded requirements to include all disclosures about a reportable segment's profit or loss and assets in subsequent interim periods.

Early adoption is permitted.

5 unchanged sentences

The rate reconciliation disclosures will require specific categories and additional information for reconciling items that meet a quantitative threshold.

The income taxes paid disclosures

VF Corporation Q3 FY24 Form 10-Q 10

will require disaggregation by individual jurisdictions that are greater than 5% of total income taxes paid.

The income taxes paid disclosures will require disaggregation by individual jurisdictions that are greater than 5% of total income taxes paid.

The guidance will be effective for annual disclosures beginning in Fiscal 2026.

Early adoption is permitted.

The amendments are required to be

applied on a prospective basis;

The amendments are required to be applied on a prospective basis;

however, retrospective application is permitted.

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

9 VF Corporation Q1 FY25 Form 10-Q

NOTE 3 — REVENUES

1 unchanged sentence

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

(In thousands) December 2023 March 2023 December 2022

(In thousands) June 2024 March 2024 June 2023

Contract assets (a)

4 unchanged sentences

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

For the three and nine months ended December 2023, the Company recognized $ 59.9 million and $ 187.1 million, respectively, of revenue that was included in the contract liability balance during the periods, including amounts recorded as a contract liability and subsequently recognized as revenue as performance obligations were satisfied within the same period, such as order deposits from customers.

For the three months ended June 2024, the Company recognized $ 46.3 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 2023, the Company expects to recognize $ 84.6 million of fixed consideration related to the future minimum guarantees in effect under its licensing agreements and expects such amounts to be recognized over time based on the

contractual terms through March 2031.

As of June 2024, the Company expects to recognize $ 75.8 million of fixed consideration related to the future minimum guarantees in effect under its licensing agreements and expects such

amounts to be recognized over time based on the contractual terms through March 2031.

The variable consideration related to licensing arrangements is not disclosed as a remaining performance obligation as it qualifies for the sales-based royalty exemption.

VF has also elected the practical expedient to not disclose the transaction price allocated to remaining performance obligations for contracts with an original expected duration of one year or less.

As of December 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 and nine months ended December 2023, revenue recognized from performance obligations satisfied, or partially satisfied, in prior periods was not material.

As of June 2024, 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.

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 2023

(In thousands) Outdoor Active Work Other Total

Three Months Ended June 2024

(In thousands) Outdoor Active Work Total

Channel revenues

9 unchanged sentences

VF Corporation Q1 FY25 Form 10-Q 10

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

Nine Months Ended December 2023

(In thousands) Outdoor Active Work Other Total

Channel revenues

Wholesale $ 2,499,604 $ 1,163,874 $ 496,630 $ — $ 4,160,108

Direct-to-consumer 1,769,098 1,964,645 137,649 — 3,871,392

Royalty 13,253 19,173 16,932 — 49,358

Total $ 4,281,955 $ 3,147,692 $ 651,211 $ — $ 8,080,858

Geographic revenues

Americas $ 2,021,660 $ 1,790,686 $ 526,355 $ — $ 4,338,701

Europe 1,567,804 915,086 75,776 — 2,558,666

Asia-Pacific 692,491 441,920 49,080 — 1,183,491

Total $ 4,281,955 $ 3,147,692 $ 651,211 $ — $ 8,080,858

Nine Months Ended December 2022

(In thousands) Outdoor Active Work Other Total

Three Months Ended June 2023

(In thousands) Outdoor Active Work Total

Channel revenues

9 unchanged sentences

NOTE 4 — INVENTORIES

(In thousands) December 2023 March 2023 December 2022

(In thousands) June 2024 March 2024 June 2023

Finished products $ 2,063,417 $ 1,718,676 $ 2,731,511

2 unchanged sentences

Total inventories $ 2,110,598 $ 1,766,366 $ 2,787,021

VF Corporation Q3 FY24 Form 10-Q 12

NOTE 5 — INTANGIBLE ASSETS

December 2023 March 2023

June 2024 March 2024

(In thousands) Weighted

7 unchanged sentences

Intangible assets, net $ 2,571,765 $ 2,628,482

Amortization expense for the three and nine months ended December 2023 was $ 3.5 million and $ 10.4 million, respectively.

Based on the carrying amounts of amortizable intangible assets noted above, estimated amortization expense for the next five years beginning in Fiscal 2024 is $ 13.7 million, $ 13.1 million, $ 12.2 million, $ 11.7 million and $ 10.8 million, respectively.

During the three months ended June 2024, VF determined that a triggering event had occurred requiring impairment testing of the Supreme ® indefinite-lived trademark intangible asset.

VF's assessment gave consideration to the ongoing negotiations to sell the Supreme ® brand.

As a result of the impairment testing performed, VF recorded an impairment charge of $ 51.0 million to the Supreme ® indefinite-lived trademark intangible asset related to an increase in the market-based discount rate applied.

Refer to Note 15 for additional information on fair value measurements.

Amortization expense for the three months ended June 2024 was $ 3.3 million.

B ased on the carrying amounts of amortizable intangible assets noted above, estimated amortization expense for the next five years beginning in Fiscal 2025 is $ 13.2 million, $ 12.2 million, $ 11.7 million, $ 10.8 million and $ 9.8 million, respectively.

11 VF Corporation Q1 FY25 Form 10-Q

NOTE 6 — GOODWILL

2 unchanged sentences

Balance, March 2024 $ 205,868 $ 1,203,046 $ 51,500 $ 1,460,414

Impairment charges ( 195,287 ) — ( 61,809 ) ( 257,096 )

Impairment charge — ( 94,000 ) — ( 94,000 )

Foreign currency translation 383 ( 6,015 ) — ( 5,632 )

Balance, December 2023 $ 459,759 $ 1,212,379 $ 51,500 $ 1,723,638

During the three months ended December 2023, VF performed interim impairment analyses of the Timberland and Dickies reporting units and recorded impairment charges of $ 195.3 million and $ 61.8 million, respectively.

The Timberland reporting unit is part of the Outdoor segment and the Dickies reporting unit is part of the Work segment.

Balance, June 2024 $ 206,251 $ 1,103,031 $ 51,500 $ 1,360,782

During the three months ended June 2024, VF determined that a triggering event had occurred requiring impairment testing of the Supreme reporting unit goodwill.

VF's assessment gave consideration to the ongoing negotiations to sell the Supreme reporting unit.

As a result of the impairment testing performed, VF recorded an impairment charge of $ 94.0 million to the Supreme reporting unit goodwill related to the estimates of fair value subsequently confirmed by the transaction price discussed in Note 18.

The Supreme reporting unit is part of the Active

Refer to Note 15 for additional information on fair value measurements.

Accum ulated impairm ent charges for the Outdoor segment were $ 518.5 million and $ 323.2 million as of December 2023 and March 2023, respectively.

Accumulated impairment charges for the Active segment were $ 394.1 million as of December 2023 and March 2023, and accumulated impairment charges were $ 61.8 million for the Work segment as of December 2023.

Accum ulated impairm ent charges for the Outdoor and Work segments were $ 769.0 million and $ 61.8 million , respectively, as of June 2024 and March 2024 .

Accum ulated impairm ent charges for the Active segment were $ 488.1 million and $ 394.1 million a s of June 2024 and March 2024, respectively .

NOTE 7 — LEASES

1 unchanged sentence

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

Total lease cost includes operating lease cost, variable lease cost, finance lease cost, short-term lease cost and gain recognized from a sale leaseback transaction.

The components of lease cost were as follows:

Three Months Ended June

(In thousands) 2024 2023

2 unchanged sentences

Total lease cost $ 127,374 $ 141,450

During the nine months ended December 2023 and 2022, the Company paid $ 321.1 million and $ 315.0 million for operating leases, respectively.

During the nine months ended December 2023 and 2022, the Company obtained $ 220.7 million and $ 356.1 million of right-of-use assets in exchange for lease liabilities, respectively.

NOTE 8 — SHORT-TERM BORROWINGS AND LONG-TERM DEBT

Commercial Paper Program

During the second quarter of Fiscal 2024, VF commenced a euro commercial paper program, which in addition to the existing U.S.

commercial paper program, is supported by VF's $ 2.25 billion Global Credit Facility.

The Company designates its euro commercial paper borrowings as a net investment hedge of VF's investment in certain foreign operations.

Refer to Note 17 for additional

13 VF Corporation Q3 FY24 Form 10-Q

As of December 2023, there were no outstanding euro commercial paper borrowings under this program.

There were $ 437.0 million and $ 889.9 million in U.S.

commercial paper borrowings as of December 2023 and December 2022, respectively.

Senior Notes Maturity

On September 18, 2023, VF repaid € 850.0 million ( $ 907.1 million) in aggregate principal amount of its outstanding 0.625 % Senior Notes due in September 2023, in accordance with the terms of the notes.

During the three months ended June 2024, the Company entered into a sale leaseback transaction for certain warehouse real estate and related assets.

The transaction qualified as a sale, and thus the Company recognized a gain of $ 15.5 million in the selling, general and administrative expenses line item in VF's Consolidated Statement of Operations for the three months ended June 2024.

During the three months ended June 2024 and 2023, the Company paid $ 105.4 million and $ 114.2 million for operating leases, respectively.

During the three months ended June 2024 and 2023, the Company obtained $ 102.7 million and $ 71.8 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.

VF facilitates a voluntary supply chain finance ("SCF") program that enables a significant portion of our inventory suppliers 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.

3 unchanged sentences

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 December 2023, March 2023 and December 2022, the accounts payable line item in VF’s Consolidated Balance Sheets included total outstanding obligations of $ 599.0 million, $ 510.9 million and $ 502.8 million, respectively, due to suppliers that are eligible to participate in the SCF program.

At June 2024, March 2024 and June 2023, the accounts payable line item in VF’s Consolidated Balance Sheets included total outstanding obligations of $ 843.0 million, $ 485.0 million and $ 931.0 million, respectively, due to suppliers that are eligible to participate in the SCF program.

VF Corporation Q1 FY25 Form 10-Q 12

NOTE 9 — PENSION PLANS

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

Three Months Ended December Nine Months Ended December

Three Months Ended June

(In thousands) 2024 2023

2 unchanged sentences

Expected return on plan assets ( 15,296 ) ( 15,877 )

Settlement charges 131 695 3,430 93,597

Settlement charge — 3,292

Amortization of deferred amounts:

2 unchanged sentences

Net periodic pension cost $ 3,694 $ 5,516

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 $ 20.6 million to its defined benefit plans during the nine months ended December 2023, and intends to make approximately $ 10.2 million of contributions during the remainder of Fiscal 2024.

VF recorded $ 0.1 million and $ 3.4 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 2023, respectively, as well as $ 0.7 million and $ 1.8 million for the three and nine months ended December 2022, 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 2023, September 2023 and June 2023 was 5.24 %, 6.10 % and 5.44 %, respectively.

Additionally, 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 $ 330.0 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 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 nine months ended December 2022 to recognize the related deferred actuarial losses in accumulated other comprehensive loss (“OCL” ).

VF Corporation Q3 FY24 Form 10-Q 14

VF has reported the service cost component of net periodic pension cost in operating 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 $ 1.5 million to its defined benefit plans during the three months ended June 2024, and intends to make approximately $ 7.7 million of contributions during the remainder of Fiscal 2025.

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.

NOTE 10 — CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSS

During the nine months ended December 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.

During the three months ended June 2024, the Company di d 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 2023, March 2023 or December 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.

There were no shares held in treasury at the end of June 2024, March 2024 or June 2023.

The excess of the cost of treasury shares acquired over the $ 0.25 per sh are stated value of Common Stock is deducted from retained earnings (accumulated deficit).

Accumulated Other Comprehensive Loss

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

VF’s comprehensive income (loss) is presented in the Consolidated Statements of Comprehensive Income (Loss).

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

(In thousands) December 2023 March 2023 December 2022

Comprehensive loss consists of net loss and specified components of other comprehensive income (loss), 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 o f other comprehensive income (loss) are reported, net of related income taxes, in accumulated other comprehensive loss ("OCL") in stockholders’ equity, as follows:

(In thousands) June 2024 March 2024 June 2023

Foreign currency translation and other $ ( 887,892 ) $ ( 868,439 ) $ ( 872,800 )

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Accumulated other comprehensive loss $ ( 1,053,627 ) $ ( 1,064,331 ) $ ( 1,053,529 )

13 VF Corporation Q1 FY25 Form 10-Q

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

Three Months Ended December 2023

Three Months Ended June 2024

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

Balance, September 2023 $ ( 878,089 ) $ ( 155,638 ) $ 22,022 $ ( 1,011,705 )

Balance, March 2024 $ ( 868,439 ) $ ( 182,333 ) $ ( 13,559 ) $ ( 1,064,331 )

Other comprehensive income (loss) before reclassifications

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( 19,453 ) 3,632 26,525 10,704

Balance, December 2023 $ ( 856,853 ) $ ( 155,701 ) $ ( 38,819 ) $ ( 1,051,373 )

Three Months Ended December 2022

Balance, June 2024 $ ( 887,892 ) $ ( 178,701 ) $ 12,966 $ ( 1,053,627 )

Three Months Ended June 2023

(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 )

Balance, March 2023 $ ( 859,651 ) $ ( 167,692 ) $ 7,825 $ ( 1,019,518 )

Other comprehensive income (loss) before reclassifications

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

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

15 VF Corporation Q3 FY24 Form 10-Q

Nine Months Ended December 2023

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

Balance, March 2023 $ ( 859,651 ) $ ( 167,692 ) $ 7,825 $ ( 1,019,518 )

Other comprehensive income (loss) before reclassifications 2,798 762 ( 30,144 ) ( 26,584 )

Amounts reclassified from accumulated other comprehensive loss — 11,229 ( 16,500 ) ( 5,271 )

Net other comprehensive income (loss) 2,798 11,991 ( 46,644 ) ( 31,855 )

Balance, December 2023 $ ( 856,853 ) $ ( 155,701 ) $ ( 38,819 ) $ ( 1,051,373 )

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 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 )

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

Reclassifications out of accumulated OCL were as follows:

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

(In thousands) Three Months Ended June

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

2023 2022 2023 2022

Amortization of defined benefit pension plans:

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( 3,642 ) ( 5,393 )

( 2,939 ) ( 3,049 ) ( 11,229 ) ( 77,170 )

Gains (losses) on derivative financial instruments:

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( 13,729 ) 10,680

Tax benefit (expense)

2,989 ( 1,939 )

3 unchanged sentences

NOTE 11 — STOCK-BASED COMPENSATION

Incentive Equity Awards Granted

During the nine months ended December 2023, VF granted stock options to employees and nonemployee members of VF's Board of Directors to purchase 5,837,052 shares of its Common Stock at a weighted average exercise price of $ 18.12 per share.

Stock Options Granted

During the three months ended June 2024, VF granted stock options to employees and nonemployee members of VF's Board of Directors to purchase 5,485,215 shares of its Common Stock at an exercise price of $ 12.35 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 typically vest and become exercisable in equal annual installments over three years .

Employee stock options vest and become exercisable in equal annual installments over three years .

St ock options granted to nonemployee members of VF's Board of Directors vest upon grant and become exercisable one year from 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 2023

Three Months Ended June 2024

Expected volatility 37 % to 53 %

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Weighted average fair value at date of grant $ 4.93

During the nine months ended December 2023, VF granted 709,338 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 weighted average fair market value of VF Common Stock at the dates the units were granted was $ 18.29 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.

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.

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.

During the nine months ended December 2023, VF granted 50,883 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 $ 17.88 per share.

In addition, VF granted 3,354,593 nonperformance-based RSUs to employees during the nine months ended December 2023.

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 $ 17.18 per share.

Equity Awards Contingent Upon Shareholder Approval

During the three months ended June 2024, VF contingently granted certain equity awards under VF's 1996 Stock Compensation Plan (the “1996 Plan”) as part of VF’s regular annual grant program.

Grants for performance-based restricted stock units (“RSUs”) and nonperformance-based RSUs, totaling 3,642,883 shares, were contingent upon shareholder approval of

an amendment and restatement of VF’s 1996 Plan.

Proposed changes to the 1996 Plan included an increase in the number of shares of common stock available for awards.

Shareholders approved the proposed changes to the 1996 Plan at the 2024 Annual Meeting of Shareholders held on July 23, 2024, which is the accounting grant date for the contingently awarded RSUs.

NOTE 12 — INCOME TAXES

The effective income tax rate for the nine months ended December 2023 was 412.9 % compared to ( 28.6 )% in the 2022 period.

The nine months ended December 2023 included a net discrete tax expense of $ 693.6 million, primarily related to the tax effects of decisions in the Timberland tax case and Belgium excess profits ruling, which are discussed further below.

The effective income tax rate for the three months ended June 2024 was 13.0 % compared to 7.8 % in the 2023 period.

The three months ended June 2024 included a net discrete tax expense of $ 7.1 million, which was comprised primarily of a $ 3.6 million net tax expense related to unrecognized tax benefits and interest, and a $ 4.3 million tax expense related to stock compensation.

Excluding the $ 7.1 million net discrete tax expense in the 2024 period, the effective income tax rate would have been 15.4 %.

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 %.

Without discrete items, the effective income tax rate for the nine months ended December 2023 increased by 9.2 % compared with the 2022 period primarily due to the jurisdictional mix of earnings and losses.

As previously reported, VF petitioned the U.S.

Tax Court (the “Tax 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 argued that all such income should have been immediately included in 2011, VF reported periodic income inclusions in subsequent tax years.

In Fiscal 2023, the Tax Court issued its final decision in favor of the IRS, which was appealed by VF.

On October 19, 2022, VF paid $ 875.7 million related to the 2011 taxes and interest being disputed, which was recorded as an income tax receivable and began to accrue interest income.

These amounts were included in the other assets line item in VF's Consolidated Balance Sheet, based on our assessment of the position under the more-likely-than-not standard of the accounting literature.

On September 8, 2023, the U.S.

Court of Appeals for the First Circuit (“Appeals Court”) upheld the Tax Court’s decision in favor of the IRS.

As a result of the Appeals Court decision, VF determined that its position no longer met the more-likely-than-not threshold, and thus wrote off the related income tax receivable and associated interest and recorded $ 690.0 million of income tax expense in

17 VF Corporation Q3 FY24 Form 10-Q

the second quarter of Fiscal 2024.

This amount includes the reversal of $ 19.6 million of interest income, of which $ 7.5 million was recorded in the first quarter of Fiscal 2024.

This amount reflects the total estimated net impact to VF’s tax expense, which includes the expected reduction in taxes paid on the periodic inclusions that VF has reported, release of related deferred tax liabilities, and consideration of indirect tax effects resulting from the decision.

The estimated impact is subject to future adjustments based on finalization with tax authorities.

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.

During 2017 and 2018, VF Europe BVBA was assessed and paid € 35.0 million in tax and interest, which was recorded as an income tax receivable and was included in the other current assets line item in VF's Consolidated Balance Sheets, based on the expected success of the requests for annulment.

After subsequent annulments and appeals, the General Court confirmed the decision of the EU on September 20, 2023.

As a result, VF wrote off the related income tax receivable and recorded a benefit for the associated foreign tax credit, resulting in $ 26.1 million of net income tax expense in the second quarter of Fiscal 2024.

The three months ended June 2023 included a net discrete tax expense of $ 0.2 million, which was comprised primarily of 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 income tax receivables.

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 three months ended June 2024 increased by 7.2 % compared with the 2023 period primarily due to the jurisdictional mix of earnings and year-to-date losses generated in the current year, including non-deductible goodwill impairment.

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 through 2015 have been effectively settled.

federal income tax return, as well as separate and combined income tax returns in numerous state and international jurisdictions.

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

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

2 unchanged sentences

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

During the nine months ended December 2023, the amount of net unrecognized tax benefits and associated interest increased by $ 0.9 million to $ 298.5 million, which includes a net reduction of $ 183.0 million due to settlement with the tax authorities related to intellectual property transfers completed in a prior period and a net increase of $ 192.5 million due to uncertainty in the application of court decisions upheld upon appeal, which were recorded in the second quarter of Fiscal 2024.

During the three months ended June 2024, the amount of net unrecognized tax benefits and associated interest increased by $ 5.3 million to $ 308.1 million.

Management believes that it is reasonably possible that the amount of unrecognized income tax benefits and interest may decrease during the next 12 months by approximately $ 4.1 million due to settlement of audits and expiration of statutes of limitations, of which $ 1.0 million would reduce income tax expense.

15 VF Corporation Q1 FY25 Form 10-Q

NOTE 13 — REPORTABLE SEGMENT INFORMATION

The CODM allocates resources and assesses performance based on a global brand view which represents VF's operating segments.

VF's President and Chief Executive Officer, who is considered the Company's CODM, allocates resources and assesses performance based on a global brand view that 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.

1 unchanged sentence

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

Three Months Ended June

(In thousands) 2024 2023

3 unchanged sentences

Work 174,963 190,630

Other — — — 148

Total segment revenues $ 1,907,301 $ 2,086,336

1 unchanged sentence

Outdoor $ ( 83,415 ) $ ( 43,661 )

94,020 146,885 351,772 541,171

Active 98,549 123,782

Work 5,328 6,831

Other — ( 134 ) — ( 516 )

Total segment profit 20,462 86,952

4 unchanged sentences

Interest expense, net ( 55,677 ) ( 49,719 )

Income (loss) before income taxes

Loss before income taxes

$ ( 297,520 ) $ ( 62,278 )

(a) Includes legal settlement gains of $ 29.1 million in the three and nine months ended December 2023.

VF Corporation Q3 FY24 Form 10-Q 18

NOTE 15 — EARNINGS (LOSS) 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) 2024 2023

Earnings (loss) per common share – basic:

Net income (loss)

Net loss per common share – basic:

$ ( 258,886 ) $ ( 57,425 )

1 unchanged sentence

388,741 388,160

Earnings (loss) per common share

Net loss per common share

$ ( 0.67 ) $ ( 0.15 )

Earnings (loss) per common share – diluted:

Net income (loss)

Net loss per common share – diluted:

$ ( 258,886 ) $ ( 57,425 )

4 unchanged sentences

388,741 388,160

Earnings (loss) per common share

Net loss per common share

$ ( 0.67 ) $ ( 0.15 )

In the three and nine-month periods ended December 2023, 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 19.2 million and 19.0 million potentially dilutive shares related to stock options and other dilutive securities were excluded from the diluted loss per share calculations for the three and nine-month periods ended December 2023, respectively.

Outstanding stock options and other dilutive securities of approximately 9.9 million and 9.7 million shares were excluded

from the calculations of diluted earnings per share for the three and nine-month periods ended December 2022, respectively, because the effect of their inclusion would have been anti-dilutive.

In addition, 0.6 million shares of performance-based RSUs were excluded from the calculations of diluted earnings per share for both the three and nine-month periods ended December 2022, because these units were not considered to be contingent outstanding shares in those periods.

In the three-month periods ended June 2024 and June 2023, the dilutive impacts of all 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

22.6 million and 18.6 million potentially dilutive shares related to stock options and other dilutive securities were excluded from the diluted loss per share calculations for the three-month periods ended June 2024 and June 2023, respectively.

VF Corporation Q1 FY25 Form 10-Q 16

NOTE 15 — FAIR VALUE MEASUREMENTS

8 unchanged sentences

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

19 VF Corporation Q3 FY24 Form 10-Q

Recurring Fair Value Measurements

2 unchanged sentences

(In thousands) Level 1 Level 2 Level 3

December 2023

Financial assets:

3 unchanged sentences

Derivative financial instruments 41,357 — 41,357 —

Deferred compensation 91,666 91,666 — —

Deferred compensation and other 94,365 94,365 — —

Financial liabilities:

8 unchanged sentences

Derivative financial instruments 32,548 — 32,548 —

Deferred compensation 99,200 99,200 — —

Deferred compensation and other 95,236 95,236 — —

Financial liabilities:

1 unchanged sentence

Deferred compensation 90,804 — 90,804 —

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

(a) There w ere no tr ansfers among the levels within the fair value hierarchy during the three months ended June 2024 or the year ended March 2024.

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 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.

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.

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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 2023 and March 2023, their carrying values

approximated fair value.

Additionally, at December 2023 and March 2023, the carrying values of VF’s long-term debt, including the current portion, were $ 5,755.8 million and $ 6,635.3 million, respectively, compared with fair values of $ 5,280.7 million and $ 6,244.4 million at those respective dates.

These other financial assets and financial liabilities

17 VF Corporation Q1 FY25 Form 10-Q

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

At June 2024 and March 2024, their carrying values approximated their fair v alues.

Additionally, at June 2024 and March 2024, the carrying values of VF’s long-term debt, including the current portion, were $ 5,690.3 million and $ 5,703.0 million, respectively, compared with fair values of $ 5,231.4 million and $ 5,263.3 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

Timberland Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis

During the three months ended December 2023, management determined that the recent downturn in the Timberland historical financial results, combined with a downward revision to the latest Fiscal 2024 forecast and forward-looking financial projections, was a triggering event that required management to perform a quantitative impairment analysis of both the Timberland reporting unit goodwill, which includes the Timberland ® brand, and the Timberland indefinite-lived trademark intangible asset, which includes both the Timberland ® and Timberland PRO ® brands.

The carrying values of the goodwill and indefinite-lived trademark intangible asset at the December 30, 2023 testing date were $ 407.9 million and $ 999.5 million, respectively.

As a result of the impairment testing performed, VF

VF Corporation Q3 FY24 Form 10-Q 20

recorded a goodwill impairment charge of $ 195.3 million in the Consolidated Statements of Operations for the three and nine months ended December 2023 to write down the Timberland reporting unit carrying value to its estimated fair value.

No impairment charge was recorded on the indefinite-lived trademark intangible asset.

The estimated fair value of the indefinite-lived trademark intangible asset exceeded its carrying value by a significant amount.

The Timberland ® brand, acquired in 2011, offers outdoor, adventure-inspired lifestyle footwear, apparel and accessories that combine performance benefits and versatile styling for men, women and children.

Products are sold globally through chain, department and specialty stores, independent distributors and licensees, independently-operated partnership stores, concession retail stores, VF-operated stores, on websites with strategic digital partners and online at www.timberland.com.

The Timberland reporting unit is included in the Outdoor reportable segment.

The fair values of the Timberland reporting unit and indefinite-lived trademark intangible asset were estimated using valuation techniques consistent with those discussed in the Critical Accounting Policies and Estimates section included in Management's Discussion and Analysis in the Fiscal 2023 Form 10-K.

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

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

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

• Financial projections and future cash flows that considered recent historical results, actual results lower than previous internal forecasts, with forecasted revenue growth and profitability improvement throughout the forecast period that reflects the long-term strategy for the business with a return to historical averages, 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;

• Royalty rates based on market data as well as active license agreements for the brand and similar VF brands;

• Market-based discount rates.

The valuation model used by management in the impairment testing assumes recovery from the recent downturn in the brand's operating results and the return to revenue growth and improved profitability over the projection period.

If the brand is unable to achieve the financial projections, an impairment on the indefinite-lived trademark intangible asset or additional impairment on the reporting unit goodwill could occur in the future.

Dickies Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis

September 30, 2023 Testing

During the three months ended September 2023, management determined that the recent downturn in the Dickies historical financial results, combined with a downward revision to the latest Fiscal 2024 forecast, was a triggering event that required management to perform a quantitative impairment analysis of both the Dickies reporting unit goodwill and the Dickies indefinite-lived trademark intangible asset.

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

For goodwill, the estimated fair value of the reporting unit exceeded the carrying value by 8 %.

The estimated fair value of the indefinite-lived trademark intangible asset exceeded its carrying value by a significant amount.

The carrying values of the goodwill and indefinite-lived trademark intangible asset at the September 30, 2023 testing date were $ 61.2 million and $ 290.0 million, respectively.

December 30, 2023 Testing

During the three months ended December 2023, management determined that the continued downturn in the Dickies financial results, weakness in certain key U.S.

wholesale customer accounts, including lost product placement, and weakness in certain international markets, combined with expectations of a slower recovery, which have resulted in further reductions to the financial projections, was a triggering event that required management to perform a quantitative impairment analysis of both the Dickies reporting unit goodwill and the Dickies indefinite-lived trademark intangible asset.

The carrying values of the goodwill and indefinite-lived trademark intangible asset at the December 30, 2023 testing date were $ 61.8 million and $ 290.0 million, respectively.

Based on the analysis, management concluded that the Dickies reporting unit goodwill was fully impaired and thus recorded an impairment charge of $ 61.8 million in the Consolidated Statements of Operations for the three and nine months ended December 2023.

Based on the analysis, management concluded that the indefinite-lived trademark intangible asset was not impaired and the estimated fair value exceeded its carrying value by a significant amount.

The Dickies ® brand, acquired in 2017, is a leader in authentic, functional, durable and affordable workwear and has expanded to produce work-inspired, casual-use products.

Products are sold globally through mass merchants, specialty stores, independent distributors and licensees, independently-operated partnership stores, concession retail stores, VF-operated stores, on websites with strategic digital partners and online at www.dickies.com.

The Dickies reporting unit is included in the Work reportable segment.

The fair values of the Dickies reporting unit and indefinite-lived trademark intangible asset were estimated using valuation techniques consistent with those discussed in the Critical Accounting Policies and Estimates section included in Management's Discussion and Analysis in the Fiscal 2023 Form 10-K.

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

Assumptions used in the valuations were similar to those that

21 VF Corporation Q3 FY24 Form 10-Q

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 Dickies reporting unit and indefinite-lived trademark intangible asset include:

• Financial projections and future cash flows, including a base year that considered recent actual results lower than previous internal forecasts, continued weakness in certain key accounts and markets, slower recovery from the recent downturn, with moderate revenue growth and improved profitability throughout the forecast period that reflects the long-term strategy for the business, 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;

• Royalty rates based on market data as well as active license agreements for the brand and similar VF brands;

• Market-based discount rates.

If the brand is unable to achieve the financial projections, an impairment of the indefinite-lived trademark intangible asset could occur in the future.

Management's Use of Estimates and Assumptions

Management made its estimates based on information available as of the date of our assessments, using assumptions we believe market participants would use in performing an independent valuation of the business.

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 or recoverability of the Timberland reporting unit goodwill or the Timberland and Dickies indefinite-lived trademark intangible assets could change in future periods.

There can be no assurance the estimates and assumptions, particularly our long-term financial projections, used in our goodwill and indefinite-lived intangible asset impairment testing will prove to be accurate predictions of the future, if, for example, (i) the businesses do not perform as projected, (ii) overall economic conditions in the remainder of Fiscal 2024 or future years vary from current assumptions (including changes in discount rates, royalty rates and foreign currency exchange rates), (iii) business conditions or strategies change from current assumptions, including loss of major customers or channels, (iv) investors require higher rates of return on equity investments in the marketplace, or (v) enterprise values of comparable publicly traded companies, or actual sales transactions of comparable companies, were to decline, resulting in lower multiples of revenues and earnings before interest, tax, depreciation and amortization ("EBITDA").

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

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

Management continuously evaluates the current and future performance of VF's brands and businesses, as well as other relevant factors, in assessing the recoverability of these assets.

There can be no assurances that the estimates and assumptions used in our long-term financial projections, among other factors, will prove to be accurate predictions of the future.

As such, a future impairment charge of goodwill or intangible assets could occur, and if so, could have a material effect on VF's consolidated financial position and results of operations.

Supreme Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis

During the three months ended June 2024, VF determined that a triggering event had occurred requiring impairment testing of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset.

VF's assessment gave consideration to the ongoing negotiations to sell the Supreme reporting unit.

The carrying values of the goodwill and indefinite-lived trademark intangible asset at the testing date were $ 811.6 million and $ 852.0 million, respectively.

As a result of the impairment testing performed, VF recorded impairment charges of $ 94.0 million and $ 51.0 million to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively.

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

Management estimated the fair value of the Supreme reporting unit using Company-specific inputs, including estimates of fair value subsequently confirmed by the transaction price discussed in Note 18.

The fair value of the Supreme ® indefinite-lived trademark intangible asset was estimated using valuation

techniques consistent with those discussed in the Critical Accounting Policies and Estimates section included in Management’s Discussion and Analysis in the Fiscal 2024 Form 10-K.

Management’s revenue forecasts used in the Supreme ® indefinite-lived trademark intangible asset valuation considered recent and historical performance, strategic initiatives, industry trends and macroeconomic factors.

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

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

• Financial projections that are comparable to those used in the prior year testing, as the brand is executing on its strategy, with moderate revenue growth throughout the forecast period that reflects the long-term strategy for the business, 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 related intellectual property is domiciled;

• Royalty rates based on market data as well as active license agreements with similar VF brands;

• Market-based discount rates that are slightly higher than prior testing due to overall market conditions.

The valuation models used by management in the impairment testing assumes continued recovery in the brand’s operating results with revenue growth over the projection period.

If the brand is unable to achieve the financial projections or if market-based discount rates increase, additional impairment of the reporting unit goodwill and indefinite-lived trademark intangible asset could occur in the future.

VF Corporation Q1 FY25 Form 10-Q 18

3 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 $ 3.0 billion at December 2023, $ 3.4 billion at March 2023 and $ 3.3 billion at December 2022,

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

The notional amounts of all outstanding foreign currency exchange forward contracts were $ 3.1 billion at June 2024, $ 3.1 billion at March 2024 and $ 3.5 billion at June 2023, consisting primarily of contracts hedging exposures to the euro, British

pound, Canadian dollar, Swiss franc, Mexican peso, Polish zloty, Swedish krona, South Korean won, Chinese renminbi and Japanese yen.

These derivative contracts have maturities up to 20 months.

The notional amounts of VF's outstanding interest rate swap contracts were $ 500.0 million at December 2023, March 2023 and December 2022.

The notional amount of VF's outstanding interest rate swap contracts was $ 500.0 million at June 2024, March 2024 and June 2023.

These contracts hedge the cash flow risk of interest payments on VF's variable-rate delayed draw Term Loan ("DDTL") Agreement.

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

2 unchanged sentences

with Unrealized Losses

(In thousands) December 2023 March 2023 December 2022 December 2023 March 2023 December 2022

(In thousands) June 2024 March 2024 June 2023 June 2024 March 2024 June 2023

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 2023 March 2023 December 2022

June 2024 March 2024 June 2023

(In thousands) Derivative

10 unchanged sentences

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

(In thousands) December 2023 March 2023 December 2022

(In thousands) June 2024 March 2024 June 2023

Derivative Instruments Balance Sheet Location

5 unchanged sentences

Interest rate contracts Other assets — — 4,582

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

19 VF Corporation Q1 FY25 Form 10-Q

1 unchanged sentence

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 Comprehensive Income (Loss) and Consolidated Statements of Operations are summarized as follows:

The Company also uses interest rate 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 Comprehensive Loss and Consolidated Statements of Operations are summarized as follows:

(In thousands) Gain (Loss) on Derivatives

Recognized in Accumulated OCL

Three Months Ended December

Gain (Loss) on Derivatives

Recognized in Accumulated OCL

Nine Months Ended December

Three Months Ended June

Cash Flow Hedging Relationships 2024 2023

2 unchanged sentences

Total $ 20,021 $ ( 22,740 )

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

Three Months Ended December

Gain (Loss) Reclassified from Accumulated OCL into Net Income (Loss)

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) 2024 2023

6 unchanged sentences

Derivative Contracts Not Designated as Hedges

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.

VF uses foreign currency exchange contracts to manage foreign currency exchange risk on third-party and intercompany accounts receivable and payable, as well as third-party and intercompany borrowings and interest payments.

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.

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

Accordingly, the Company reclassified amounts from accumulated OCL and recognized an $ 8.3 million loss in cost of goods sold during the nine months ended December 2023.

During the three months ended June 2023, certain derivative contracts were de-designated as the related 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 during the three months ended June 2023.

Other Derivative Information

A t December 2023, accumulated OCL included $ 40.7 million of pre-tax net deferred losses for foreign currency exchange contracts and a $ 1.7 million pre-tax deferred gain for interest rate swap contracts, which 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.

A t June 2024, accumulated OCL included $ 4.0 million of pre-tax net deferred losses for foreign currency exchange contracts and

a $ 1.7 million pre-tax deferred gain for interest rate swap contracts, which are expected to be reclassified to earnings during the next 12 months.

The amounts ultimately reclassified to earnings will depend on exchange rates and interest rates in effect when outstanding derivative contracts are settled.

Net Investment Hedge

The Company has designated its euro-denominated fixed-rate notes and euro commercial paper borrowings, which represented € 2.0 billion in aggregate principal as of December 2023, as a net investment hedge of VF’s investment in certain foreign operations.

The Company has designated its euro-denominated fixed-rate notes, which represented € 2.0 billion in aggregate principal as of June 2024, 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 OCL as an offset to the foreign currency translation adjustments on the hedged investments.

During the three and nine-month periods ended December 2023, the Company recognized an after-tax loss of $ 74.8 million and $ 19.3 million, respectively, in other comprehensive income (loss) related to the net investment hedge transaction, and an after-tax loss of $ 126.5 million and an after-tax gain of $ 45.2 million for the three and nine-month periods ended December 2022, respectively.

During the three-month periods ended June 2024 and June 2023, the Company recognized an after-tax gain of $ 10.8 million and an after-tax loss of $ 10.4 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.

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The Company incurs restructuring charges related to strategic initiatives and cost optimization of business activities.

Beginning in the three months ended December 2023, restructuring costs include charges related to Reinvent, a transformation program to enhance focus on brand-building and to improve operating performance and allow VF to achieve its full potential.

The Company currently estimates that it will incur approximately $ 80.0 million to $ 130.0 million in restructuring and restructuring-related charges in connection with Reinvent, and that substantially all actions will be completed by the end of Fiscal 2025.

Of the total estimated charges, the Company anticipates that approximately one-half will relate to severance and employee-related benefits and that the remainder will relate to asset impairments and other non-cash write-downs.

A description of significant restructuring programs and other restructuring charges is provided below.

On October 30, 2023, VF introduced Reinvent, a transformation program to enhance focus on brand-building and to improve operating performance and allow VF to achieve its full potential.

The Company currently estimates it will incur approximately $ 140.0 million to $ 160.0 million in restructuring charges in connection with Reinvent, and that substantially all actions will be completed by the end of Fiscal 2025.

Of the total estimated

charges, the Company anticipates that approximately 70 % will relate to severance and employee-related benefits and the remainder will primarily relate to asset impairments and write-downs.

Cash payments are generally expected to be paid within one year of charges incurred.

During the three and nine months ended December 2023, VF recorded $ 50.3 million of charges in connection with Reinvent, of which $ 31.6 million related to severance and employee-related benefits and $ 18.7 million related to non-cash asset write-downs.

As of December 2023,

$ 3.7 million of cash payments related to the Reinvent charges have been made.

During the three and nine months ended December 2023, VF recognized $ 50.8 million and $ 51.9 million, respectively, of total restructuring charges, related to approved initiatives.

Of the total restructuring charges recognized in the three and nine months ended December 2023, $ 46.6 million and $ 47.7 million were reflected in selling, general and administrative expenses, respectively, and $ 4.2 million in cost of goods sold in both periods.

The Company has not recognized any significant incremental costs related to accruals for the year ended March 2023 or prior periods.

Of the $ 45.2 million total restructuring accrual at December 2023, $ 43.7 million is expected to be paid out within the next 12 months and is classified within accrued liabilities.

The remaining $ 1.5 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

During the three months ended June 2024, $ 12.3 million of cash payments related to the Reinvent charges were made.

The type of cost and respective location of restructuring charges related to Reinvent for the three months ended June 2024 and the cumulative charges recorded since the inception of Reinvent were as follows:

(In thousands) Three Months Ended June 2024 Cumulative Charges

Type of Cost Statement of Operations Location

Severance and employee-related benefits Selling, general and administrative expenses $ 11,141 $ 75,963

Severance and employee-related benefits Cost of goods sold 181 4,691

Contract termination and other Selling, general and administrative expenses 737 737

Contract termination and other Cost of goods sold 157 157

Asset impairments and write-downs Selling, general and administrative expenses 500 39,886

Accelerated depreciation Selling, general and administrative expenses 861 861

Accelerated depreciation Cost of goods sold 17 17

Total Reinvent Charges $ 13,594 $ 122,312

All restructuring charges related to Reinvent recognized in the three months ended June 2024 as well as all the cumulative charges were reported within 'Corporate and other' expenses in Note 13, Reportable Segment Information.

Other Restructuring Charges

Other Restructuring Charges are related to various approved initiatives.

The type of cost and respective location of Other Restructuring Charges for the three months ended June 2024 and 2023 were as follows:

Three Months Ended June

(In thousands) 2024 2023

Severance and employee-related benefits $ 31,602 $ 10,607 $ 32,278 $ 50,165

Asset impairments and write-downs 18,739 — 18,739 —

Accelerated depreciation — 25 — 7,276

Contract termination and other 435 460 889 5,563

Total restructuring charges $ 50,776 $ 11,092 $ 51,906 $ 63,004

Restructuring costs by business segment are as follows:

Three Months Ended December Nine Months Ended December

Type of Cost Statement of Operations Location

Severance and employee-related benefits Selling, general and administrative expenses $ — $ 676

Contract termination and other Selling, general and administrative expenses 437 19

Total Other Restructuring Charges $ 437 $ 695

Other Restructuring Charges by business segment were as follows:

Three Months Ended June

(In thousands) 2024 2023

Outdoor $ — $ 242

Active — — 434 1,478

Corporate and other 437 19

Total $ 437 $ 695

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

21 VF Corporation Q1 FY25 Form 10-Q

Consolidated Restructuring Charges

The activity in the restructuring accrual related to Reinvent and Other Restructuring Charges for the three-month period ended June 2024 was as follows:

(In thousands) Severance Other Total

4 unchanged sentences

Impact of foreign currency ( 15 ) — ( 15 )

Accrual at December 2023 $ 44,064 $ 1,150 $ 45,214

NOTE 19 — SUBSEQUENT EVENT

On January 23, 2024, VF’s Board of Directors declared a quarterly cash dividend of $ 0.09 per share, payable on March 20, 2024 to stockholders of record on March 11, 2024.

Accrual at June 2024 $ 57,931 $ 342 $ 58,273

Of the $ 58.3 million total restructuring accrual at June 2024, $ 55.3 million is expected to be paid out within the next 12 months and is classified within accrued liabilities.

The remaining $ 3.0 million will be paid out beyond the next 12 months and thus is classified within other liabilities.

The Company has not recognized any significant incremental costs related to the accruals for the year ended March 2024 or prior periods.

NOTE 18 — SUBSEQUENT EVENTS

On July 16, 2024, VF entered into a definitive Stock and Asset Purchase Agreement (the "Purchase Agreement") with EssilorLuxottica S.A.

to sell the Supreme ® brand business for an aggregate base purchase price of $ 1.5 billion in cash, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses as more fully set forth in the Purchase Agreement.

The divestiture of the Supreme ® brand business is expected to meet the "held-for-sale" criteria in the second quarter of Fiscal 2025, and VF has determined that the sale represents a strategic shift that will have a significant effect on VF's operations.

As such, the results of operations, including any expected loss recognized, and the related cash flows will be reclassified to discontinued operations on the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively, for all periods presented beginning in the second quarter of Fiscal 2025.

In addition, the assets and liabilities will be presented separately on the Consolidated Balance Sheets for both current and prior periods beginning in the second quarter of Fiscal 2025.

VF could incur a loss upon closing the transaction, but is unable to estimate with certainty, pending

determination of amounts to be transferred.

The transaction is expected to close by the end of the third quarter of Fiscal 2025.

On July 23, 2024, VF’s Board of Directors declared a quarterly cash dividend of $ 0.09 per share, payable on September 18, 2024 to stockholders of record on September 10, 2024.

On August 2, 2024, VF entered into amendments to its $ 2.25 billion senior unsecured revolving line of credit (the “Global Credit Facility”) and its DDTL Agreement.

The amended agreements define restrictive covenants, including a consolidated net indebtedness to consolidated net capitalization financial ratio covenant.

The calculation of consolidated net indebtedness is net of unrestricted cash and the calculation of consolidated net capitalization permits certain addbacks, including non-cash impairment charges and material impacts resulting from adverse legal rulings, as defined in the amended agreements.

Additionally, the amended agreements require the repayment of the DDTL upon the completion of the sale of the Supreme ® brand business.

VF Corporation Q1 FY25 Form 10-Q 22

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