What changed in this filing

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Item 1. Financial Statements

2024-10-30 compared with 2024-08-07 · 403 added, 191 removed, 608 unchanged (49% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

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

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

Current assets

2 unchanged sentences

Accounts receivable, less allowance for doubtful accounts of:

June 2024 - $ 28,542 ;

September 2024 - $ 35,674 ;

March 2024 - $ 26,369 ;

June 2023 - $ 33,076

September 2023 - $ 28,040

1,820,197 1,263,329 1,881,531

2 unchanged sentences

472,595 493,194 358,124

Current assets of discontinued operations

1,590,984 116,225 113,791

Total current assets 6,458,858 4,226,947 5,243,562

7 unchanged sentences

1,265,320 1,210,470 1,143,728

Other assets of discontinued operations

— 1,709,642 1,695,992

TOTAL ASSETS $ 12,219,638 $ 11,612,963 $ 13,142,352

9 unchanged sentences

1,486,706 1,323,982 1,486,757

Current liabilities of discontinued operations

147,791 79,861 72,167

Total current liabilities 4,982,431 3,456,979 3,544,833

5 unchanged sentences

665,686 636,090 598,409

Other liabilities of discontinued operations

— 71,941 65,407

Total liabilities 10,813,271 9,954,598 10,932,307

3 unchanged sentences

shares authorized, 25,000,000 ;

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

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

Common Stock, stated value $ 0.25 ;

shares authorized, 1,200,000,000 ;

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

shares outstanding at September 2024 - 389,283,419 ;

March 2024 - 388,836,219 ;

June 2023 - 388,836,545

September 2023 - 388,883,825

97,321 97,209 97,221

11 unchanged sentences

Consolidated Statements of Operations

Three Months Ended June

Three Months Ended September Six Months Ended September

(In thousands, except per share amounts) 2024 2023 2024 2023

5 unchanged sentences

1,166,654 1,139,390 2,195,352 2,197,668

Impairment of goodwill and intangible assets

Total costs and operating expenses

2,484,045 2,569,584 4,376,125 4,567,496

Operating loss

Operating income

273,903 350,539 150,883 320,690

Interest income

3,678 4,548 7,073 9,665

Interest expense

2 unchanged sentences

( 660 ) ( 2,183 ) ( 2,146 ) ( 5,826 )

Loss before income taxes

Income from continuing operations before income taxes

230,555 307,245 65,102 238,177

Income tax benefit

Income tax expense

28,046 758,887 14,620 752,794

Income (loss) from continuing operations

202,509 ( 451,642 ) 50,482 ( 514,617 )

Net loss per common share

Income (loss) from discontinued operations, net of tax

( 150,331 ) 945 ( 257,190 ) 6,495

Net income (loss) $ 52,178 $ ( 450,697 ) $ ( 206,708 ) $ ( 508,122 )

Earnings (loss) per common share - basic

Continuing operations

$ 0.52 $ ( 1.16 ) $ 0.13 $ ( 1.33 )

Discontinued operations

( 0.39 ) — ( 0.66 ) 0.02

Total earnings (loss) per common share - basic $ 0.13 $ ( 1.16 ) $ ( 0.53 ) $ ( 1.31 )

Earnings (loss) per common share - diluted

Continuing operations

$ 0.52 $ ( 1.16 ) $ 0.13 $ ( 1.33 )

Discontinued operations

( 0.38 ) — ( 0.66 ) 0.02

Total earnings (loss) per common share - diluted

$ 0.13 $ ( 1.16 ) $ ( 0.53 ) $ ( 1.31 )

Weighted average shares outstanding

4 unchanged sentences

VF CORPORATION

Consolidated Statements of Comprehensive Loss

Three Months Ended June

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended September Six Months Ended September

(In thousands) 2024 2023 2024 2023

Net income (loss)

$ 52,178 $ ( 450,697 ) $ ( 206,708 ) $ ( 508,122 )

1 unchanged sentence

Foreign currency translation and other

Losses arising during the period

Gains (losses) arising during the period

( 4,519 ) 17,094 ( 20,292 ) 564

4 unchanged sentences

Amortization of net deferred actuarial losses

5,051 4,170 10,097 8,402

Amortization of deferred prior service credits

14 unchanged sentences

( 16,953 ) 41,824 ( 6,249 ) 7,813

Comprehensive loss

Comprehensive income (loss)

$ 35,225 $ ( 408,873 ) $ ( 212,957 ) $ ( 500,309 )

3 unchanged sentences

Consolidated Statements of Cash Flows

Three Months Ended June

Six Months Ended September

(In thousands) 2024 2023

1 unchanged sentence

$ ( 206,708 ) $ ( 508,122 )

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

Impairment of goodwill and intangible assets

Income (loss) from discontinued operations, net of tax

( 257,190 ) 6,495

Income (loss) from continuing operations, net of tax

50,482 ( 514,617 )

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

Depreciation and amortization

7 unchanged sentences

4,028 ( 10,151 )

Deferred income taxes

( 7,237 ) ( 256,048 )

Write-off of income tax receivables and interest

( 24,132 ) 3,024

Changes in operating assets and liabilities:

11 unchanged sentences

27,423 ( 43,523 )

Cash provided by operating activities

Cash used by operating activities - continuing operations

( 301,823 ) ( 60,720 )

Cash provided by operating activities - discontinued operations

20,052 41,459

Cash used by operating activities

( 281,771 ) ( 19,261 )

INVESTING ACTIVITIES

5 unchanged sentences

( 21,424 ) ( 11,026 )

Cash used by investing activities - continuing operations

( 16,421 ) ( 145,728 )

Cash used by investing activities - discontinued operations

( 4,413 ) ( 4,003 )

Cash used by investing activities

1 unchanged sentence

FINANCING ACTIVITIES

Net increase (decrease) in short-term borrowings

Net increase in short-term borrowings

199,262 1,017,895

6 unchanged sentences

( 2,689 ) ( 2,392 )

Cash used by financing activities

Cash provided (used) by financing activities

125,974 ( 125,901 )

7 unchanged sentences

$ 514,630 $ 500,236

Continued on next page.

See notes to consolidated financial statements.

VF Corporation Q2 FY25 Form 10-Q 6

VF CORPORATION

Consolidated Statements of Cash Flows

Six Months Ended September

(In thousands) 2024 2023

Balances per Consolidated Balance Sheets:

1 unchanged sentence

Other current assets 2,154 1,197

Current and other assets of discontinued operations 20,312 14,206

Other assets — 8

4 unchanged sentences

Consolidated Statements of Stockholders’ Equity

Three Months Ended June 2024

Three Months Ended September 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

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

Net income (loss)

— — — — 52,178 52,178

9 unchanged sentences

— — — ( 38,465 ) — ( 38,465 )

Balance, September 2024 389,283,419 $ 97,321 $ 3,565,198 $ ( 1,070,580 ) $ ( 1,185,572 ) $ 1,406,367

Three Months Ended September 2023

Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit

(In thousands, except share amounts) Shares Amounts Total

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

Three Months Ended June 2023

Net income (loss)

— — — — ( 450,697 ) ( 450,697 )

Dividends on Common Stock ($ 0.30 per share)

— — ( 116,597 ) — — ( 116,597 )

Stock-based compensation, net

47,280 12 20,849 — ( 2,109 ) 18,752

Foreign currency translation and other

— — — ( 5,289 ) — ( 5,289 )

Defined benefit pension plans

— — — 5,573 — 5,573

Derivative financial instruments

— — — 41,540 — 41,540

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

Continued on next page.

See notes to consolidated financial statements.

VF Corporation Q2 FY25 Form 10-Q 8

VF CORPORATION

Consolidated Statements of Stockholders’ Equity

Six Months Ended September 2024

Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit

1 unchanged sentence

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

Net income (loss)

— — — — ( 206,708 ) ( 206,708 )

9 unchanged sentences

— — — ( 11,940 ) — ( 11,940 )

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

Balance, September 2024 389,283,419 $ 97,321 $ 3,565,198 $ ( 1,070,580 ) $ ( 1,185,572 ) $ 1,406,367

Six Months Ended September 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)

— — — — ( 508,122 ) ( 508,122 )

Dividends on Common Stock ($ 0.60 per share)

— — ( 176,086 ) — ( 57,086 ) ( 233,172 )

Stock-based compensation, net

218,294 55 38,136 — ( 5,378 ) 32,813

Foreign currency translation and other

— — — ( 18,438 ) — ( 18,438 )

Defined benefit pension plans

— — — 12,054 — 12,054

Derivative financial instruments

— — — 14,197 — 14,197

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

See notes to consolidated financial statements.

6 unchanged sentences

NOTE 3 Revenues

NOTE 4 Discontinued Operations

NOTE 5 Inventories

8 unchanged sentences

NOTE 14 Reportable Segment Information

NOTE 14 Net Loss Per Share

NOTE 15 Earnings ( Loss) Per Share

NOTE 16 Fair Value Measurements

1 unchanged sentence

NOTE 18 Restructuring

NOTE 18 Subsequent Event s

NOTE 19 Subsequent Events

VF Corporation Q2 FY25 Form 10-Q 10

2 unchanged sentences

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.

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

For presentation purposes herein, all references to periods ended September 2024 and September 2023 relate to the fiscal periods ended on September 28, 2024 and September 30, 2023, respectively.

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

Basis of Presentation

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 ("Supreme").

On October 1, 2024, VF completed the sale of Supreme.

During the three months ended September 2024, the Company determined that Supreme met the held-for-sale and discontinued operations accounting criteria.

Accordingly, b eginning in the second quarter of Fiscal 2025, VF has reported the results of Supreme and the related cash flows as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively.

The related held-for-sale assets and liabilities have been reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets.

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 2025 presentation.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all of the information and notes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements.

Similarly, the March 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 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.

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

Operating results for the three and six months ended September 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

14 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 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.

16 unchanged sentences

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

(In thousands) June 2024 March 2024 June 2023

(In thousands) September 2024 March 2024 September 2023

Contract assets (a)

4 unchanged sentences

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

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.

For the three and six months ended September 2024, the Company recognized $ 52.4 million and $ 97.4 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.

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

Performance Obligations

As of June 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.

As of September 2024, the Company expects to recognize $ 69.7 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 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.

As of September 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 June 2024

Three Months Ended September 2024

(In thousands) Outdoor Active Work Total

10 unchanged sentences

VF Corporation Q2 FY25 Form 10-Q 12

Three Months Ended June 2023

Three Months Ended September 2023

(In thousands) Outdoor Active Work Total

9 unchanged sentences

Total $ 1,713,679 $ 968,171 $ 238,273 $ 2,920,123

Six Months Ended September 2024

(In thousands) Outdoor Active Work Total

Channel revenues

Wholesale $ 1,646,821 $ 878,111 $ 316,637 $ 2,841,569

Direct-to-consumer 796,148 791,993 67,751 1,655,892

Royalty 5,902 13,561 10,084 29,547

Total $ 2,448,871 $ 1,683,665 $ 394,472 $ 4,527,008

Geographic revenues

Americas $ 1,076,494 $ 940,290 $ 314,773 $ 2,331,557

Europe 916,051 572,671 53,169 1,541,891

Asia-Pacific 456,326 170,704 26,530 653,560

Total $ 2,448,871 $ 1,683,665 $ 394,472 $ 4,527,008

Six Months Ended September 2023

(In thousands) Outdoor Active Work Total

Channel revenues

Wholesale $ 1,765,474 $ 899,266 $ 338,789 $ 3,003,529

Direct-to-consumer 769,404 1,003,779 79,611 1,852,794

Royalty 8,498 12,862 10,503 31,863

Total $ 2,543,376 $ 1,915,907 $ 428,903 $ 4,888,186

Geographic revenues

Americas $ 1,200,154 $ 1,084,277 $ 340,439 $ 2,624,870

Europe 945,427 608,679 52,947 1,607,053

Asia-Pacific 397,795 222,951 35,517 656,263

Total $ 2,543,376 $ 1,915,907 $ 428,903 $ 4,888,186

13 VF Corporation Q2 FY25 Form 10-Q

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.

On July 16, 2024, VF entered into a Purchase Agreement with EssilorLuxottica S.A.

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

On October 1, 2024, VF completed the sale of Supreme.

VF received proceeds of $ 1.5 billion, subject to post closing adjustments, and recognized an after-tax estimated loss on sale of Supreme of $ 124.8 million, which is included in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Operations for the three and six months ended September 2024.

VF used a portion of the net cash proceeds to prepay $ 1.0 billion of its delayed draw Term Loan ("DDTL") pursuant to the terms of the DDTL Agreement, as amended, which required repayment within ten business days of VF’s receipt of the net cash proceeds from the sale of Supreme.

During the three months ended September 2024, the Company determined that Supreme met the held-for-sale and discontinued operations accounting criteria.

The related held-for-sale assets and liabilities have been reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets.

These changes have been applied to all periods presented.

The results of Supreme were previously reported in the Active segment.

The results of Supreme recorded in the income (loss) from discontinued operations, net of tax line item in the

Consolidated Statements of Operations were losses of $ 150.3 million (including an after-tax estimated loss on sale of $ 124.8 million) and $ 257.2 million (including an after-tax estimated loss on sale of $ 124.8 million and goodwill and intangible asset impairment charges of $ 145.0 million) for the three and six months ended September 2024, respectively, and income of $ 0.9 million and $ 6.5 million for the three and six months ended September 2023 , respectively.

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.

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.

Under the terms of a transition services agreement, the Company will provide certain post-closing accounting, tax, treasury, digital technology, supply chain and human resource services on a transitional basis for periods generally up to 12 months from the closing date of the transaction.

Under the terms of a secondment agreement, certain employees associated with the Supreme business will remain employees of VF and work exclusively in support of Supreme, and at Supreme's expense, through the end of Fiscal 2025.

Certain corporate overhead costs and segment costs previously allocated to the Supreme brand for segment reporting purposes did not qualify for classification within discontinued operations and have been allocated to continuing operations.

In addition, interest expense and the related interest rate swap impact for the DDTL were reallocated to discontinued operations due to the requirement within the DDTL Agreement, as amended, that the DDTL be prepaid upon the receipt of the net cash proceeds from the sale of Supreme.

Summarized Discontinued Operations Financial Information

The following table summarizes the major line items for Supreme that are included in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Operations:

Three Months Ended September Six Months Ended September

(In thousands) 2024 2023 2024 2023

Net revenues $ 101,253 $ 114,116 $ 239,494 $ 232,389

Cost of goods sold 41,688 48,834 93,949 94,469

Selling, general and administrative expenses 50,700 52,894 108,553 104,675

Impairment of goodwill and intangible assets — — 145,000 —

Interest expense, net (a)

( 16,037 ) ( 14,533 ) ( 30,767 ) ( 28,676 )

Other income (expense), net 447 ( 1,327 ) ( 17 ) ( 1,251 )

Income (loss) from discontinued operations before income taxes ( 6,725 ) ( 3,472 ) ( 138,792 ) 3,318

Estimated loss on the sale of discontinued operations before income taxes ( 132,538 ) — ( 132,538 ) —

Total income (loss) from discontinued operations before income taxes ( 139,263 ) ( 3,472 ) ( 271,330 ) 3,318

Income tax expense (benefit) 11,068 ( 4,417 ) ( 14,140 ) ( 3,177 )

Income (loss) from discontinued operations, net of tax $ ( 150,331 ) $ 945 $ ( 257,190 ) $ 6,495

(a) As noted above, interest expense and the related interest rate swap im pact for the DDTL were realloc ated to discontinued operations.

VF Corporation Q2 FY25 Form 10-Q 14

The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations for each of the periods presented:

(In thousands) September 2024 March 2024 September 2023

Cash and equivalents $ 20,188 $ 18,229 $ 14,087

Accounts receivable, net 13,066 10,636 8,273

Inventories 89,779 68,543 75,760

Other current assets 18,910 18,817 15,671

Property, plant and equipment, net 36,166 34,894 30,689

Intangible assets, net 801,000 852,000 852,000

Goodwill 724,800 815,058 815,351

Operating lease right-of-use assets 86,465 75,287 59,119

Other assets 19,157 19,882 28,348

Deferred income tax assets (a)

( 86,009 ) ( 87,479 ) ( 89,515 )

Allowance to reduce assets to estimated fair value, less costs to sell ( 132,538 ) — —

Total assets of discontinued operations $ 1,590,984 $ 1,825,867 $ 1,809,783

Accounts payable $ 27,665 $ 28,651 $ 31,244

Accrued liabilities 38,872 51,210 40,923

Operating lease liabilities 78,723 69,554 54,725

Other liabilities 2,531 2,387 10,682

Total liabilities of discontinued operations $ 147,791 $ 151,802 $ 137,574

(a) Deferred income tax balances reflect VF’s consolidated netting by jurisdiction.

NOTE 5 — INVENTORIES

(In thousands) June 2024 March 2024 June 2023

(In thousands) September 2024 March 2024 September 2023

Finished products $ 2,046,494 $ 1,658,168 $ 2,362,262

3 unchanged sentences

NOTE 6 — INTANGIBLE ASSETS

June 2024 March 2024

September 2024 March 2024

(In thousands) Weighted

7 unchanged sentences

Intangible assets, net $ 1,774,694 $ 1,776,482

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.

Amortization expense for the three and six months ended September 2024 was $ 3.4 million and $ 6.7 million, respectively.

Based on the carrying amounts of amortizable intangible assets noted above, estimated amortization expense for the next five years beginning in Fiscal 2025 is $ 13.3 million, $ 12.3 million, $ 11.9 million, $ 10.9 million and $ 9.9 million, respectively.

15 VF Corporation Q2 FY25 Form 10-Q

3 unchanged sentences

Balance, March 2024 $ 205,868 $ 387,988 $ 51,500 $ 645,356

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

Foreign currency translation 2,013 4,565 — 6,578

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 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 .

Balance, September 2024 $ 207,881 $ 392,553 $ 51,500 $ 651,934

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

No impai rment charges were recorded during the six months ended September 2024 .

NOTE 8 — 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 gain recognized from a sale leaseback transaction.

Total lease cost includes operating lease cost, variable lease cost, finance lease cost, short-term lease cost and gains recognized from sale leaseback transactions.

The components of lease cost were as follows:

Three Months Ended June

Three Months Ended September Six Months Ended September

(In thousands) 2024 2023 2024 2023

2 unchanged sentences

Total lease cost $ 134,805 $ 139,119 $ 257,663 $ 276,720

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.

During the six months ended September 2024, the Company entered int o a sale leaseback transaction for certain warehouse real estate and related assets.

The transaction qualified as a sale, and thus the Company reco gnized a ga in of $ 15.5 million in the selling, general and administrative expenses line item in VF's Consolidated Statement of Operations for the six months ended September 2024.

During the six months ended September 2024 and 2023, the Company pai d $ 211.8 million and $ 209.3 million for operating leases, respectively.

During the six months ended September 2024 and 2023, the Company obtained $ 227.9 million and $ 139.1 million of right-of-use assets in exchange for lease liabili ties, respectively.

NOTE 9 — SUPPLY CHAIN FINANCING PROGRAM

5 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 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.

At September 2024, March 2024 and September 2023, the accounts payable line item in VF’s Consolidated Balance Sheets included total outstanding obligations of $ 804.9 million, $ 485.0 million and $ 688.0 million, respectively, due to suppliers that are eligible to participate in the SCF program.

VF Corporation Q2 FY25 Form 10-Q 16

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

Three Months Ended June

Three Months Ended September Six Months Ended September

(In thousands) 2024 2023 2024 2023

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Expected return on plan assets ( 15,334 ) ( 15,902 ) ( 30,630 ) ( 31,779 )

Settlement charge — 3,292

Settlement charges — 7 — 3,299

Amortization of deferred amounts:

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Net periodic pension cost $ 3,780 $ 2,150 $ 7,474 $ 7,666

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.

VF has reported the service cost component of net periodic pension cost i n operating income an d 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 co ntributed $ 3.4 million to its defined benefit plans during the six months ended September 2024, and intends to make approximately $ 12.7 million of contributions during the remainder of Fiscal 2025.

VF recorded $ 3.3 million in settlement charges in the other income (expense), net line item in the Consolidated Statement of Operations for the six months ended September 2023.

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.

NOTE 11 — CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSS

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.

During the six months ended September 2024, the Company did no t purc hase shares of Common Stock in open market transactions under its share repurchase program authorized by VF’s Board of Directors.

These are treated as treasury stock transactions when shares are repurchased.

Common Stock outstanding is net of shares held in treasury which are, in substance, retired.

There were no shares held in treasury at the end of June 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).

Common Stock out standing is net of shares held in treasury which are, in substance, retired.

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

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 deficit).

Accumulated Other Comprehensive Loss

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

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 o f other comprehensive income (loss) are reported, net of related income taxes, in accu mulated other comprehensive loss ("OC L") in stockholders’ equity, as follows:

(In thousands) September 2024 March 2024 September 2023

Foreign currency translation and other $ ( 869,994 ) $ ( 868,439 ) $ ( 878,089 )

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17 VF Corporation Q2 FY25 Form 10-Q

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

Three Months Ended June 2024

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

Three Months Ended September 2024

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

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

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

Other comprehensive income (loss) before reclassifications

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17,898 3,614 ( 38,465 ) ( 16,953 )

Balance, September 2024 $ ( 869,994 ) $ ( 175,087 ) $ ( 25,499 ) $ ( 1,070,580 )

Three Months Ended September 2023

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

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

Three Months Ended June 2023

Other comprehensive income (loss) before reclassifications

( 5,289 ) 2,676 50,043 47,430

Amounts reclassified from accumulated other comprehensive loss

— 2,897 ( 8,503 ) ( 5,606 )

Net other comprehensive income (loss)

( 5,289 ) 5,573 41,540 41,824

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

Six Months Ended September 2024

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

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

Other comprehensive loss before reclassifications ( 1,555 ) ( 36 ) ( 32,053 ) ( 33,644 )

Amounts reclassified from accumulated other comprehensive loss

— 7,282 20,113 27,395

Net other comprehensive income (loss)

( 1,555 ) 7,246 ( 11,940 ) ( 6,249 )

Balance, September 2024 $ ( 869,994 ) $ ( 175,087 ) $ ( 25,499 ) $ ( 1,070,580 )

Six Months Ended September 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

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( 18,438 ) 12,054 14,197 7,813

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

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

VF Corporation Q2 FY25 Form 10-Q 18

Reclassifications out of accumulated OCL were as follows:

(In thousands) Three Months Ended June

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

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

2024 2023 2024 2023

Amortization of defined benefit pension plans:

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1,261 1,143 2,521 3,139

( 3,640 ) ( 2,897 ) ( 7,282 ) ( 8,290 )

Gains (losses) on derivative financial instruments:

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Interest expense 27 27 54 54

Interest rate contracts

Income (loss) from discontinued operations, net of tax 1,134 1,071 2,299 1,769

Total before tax

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NOTE 12 — STOCK-BASED COMPENSATION

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.

Incentive Equity Awards Granted

During the six months ended September 2024, VF granted stock options to employees and nonemployee members of VF's Board of Directors to purchase 6,415,325 shares of its Common Stock at a weighted average exercise price of $ 13.08 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:

Three Months Ended June 2024

Six Months Ended September 2024

Expected volatility 37 % to 53 %

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Weighted average fair value at date of grant $ 5.22

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.

During the six months ended September 2024, VF granted 1,510,938 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 $ 16.51 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 the achievement of financial targets and relative total shareholder return ("TSR") 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 are based on the average, for the three years of the performance cycle, of the annual levels of achievement of VF's total revenue, weighted 50 %, and the average, for the three years of the performance cycle, of the annual levels of achievement of VF's gross margin, weighted 50 %.

Furthermore, the actual number of shares earned may be adjusted upward or downward by 25 % of the target award, based on how VF's TSR over the three-year period compares to the TSR for companies included in the

Standard & Poor's 600 Consumer Discretionary Sector 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 $ 2.05 per share.

During the six months ended September 2024, VF granted 92,384 nonperformance-based stock units 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 $ 16.42 per share.

In addition, VF granted 3,249,172 nonperformance-based RSUs to employees during the six months ended September 2024.

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 $ 16.58 per share.

NOTE 13 — INCOME TAXES

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 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.

The effective income tax rate for the six months ended September 2024 was 22.5 % compared to 316.1 % in the 2023 period.

The six months ended September 2024 included a net discrete tax benefit of $ 5.8 million, which was comprised primarily of a $ 9.5 million net tax benefit related to unrecognized tax benefits and interest, and a $ 5.3 million tax expense related to stock compensation.

Excluding the $ 5.8 million net discrete tax benefit in the 2024 period, the effective income tax rate would have been 31.4 %.

The six months ended September 2023 included a net discrete tax expense of $ 703.3 million, primarily related to the tax effects of decisions in the Timberland tax case and Belgium excess profits ruling, which are discussed further below.

Excluding the $ 703.3 million net discrete tax expense in the 2023 period, the effective income tax rate would have been 20.8 %.

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.

Without discrete items, the effective income tax rate for the six months ended September 2024 increased by 10.6 % compared with the 2023 period primarily due to disproportionate

year-to-date losses in jurisdictions with no tax benefit, as well as the jurisdictional mix of earnings.

As previously reported, VF petitioned the U.S.

Tax Court (the "Tax Court”) to resolve an Internal Revenue Service ("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.

VF Corporation Q2 FY25 Form 10-Q 20

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 the three months ended September 2023.

This amount included 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 three months ended September 2023.

VF files a consolidated U.S.

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

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

In the U.S., the 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.

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

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.

During the six months ended September 2024, the amount of net unrecognized tax benefits and associated interest decreased by $ 6.3 million to $ 296.5 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 $ 5.0 million due to settlement of audits and expiration of statutes of limitations, of which $ 1.8 million would reduce income tax expense.

15 VF Corporation Q1 FY25 Form 10-Q

NOTE 14 — REPORTABLE SEGMENT INFORMATION

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

Three Months Ended June

Three Months Ended September Six Months Ended September

(In thousands) 2024 2023 2024 2023

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Total segment revenues $ 2,757,948 $ 2,920,123 $ 4,527,008 $ 4,888,186

Segment profit (loss):

Segment profit:

Outdoor $ 287,414 $ 296,750 $ 203,999 $ 253,089

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Total segment profit 411,481 426,454 402,494 490,759

Impairment of goodwill and intangible assets

( 145,000 ) —

Corporate and other expenses ( 138,238 ) ( 78,098 ) ( 253,757 ) ( 175,895 )

Interest expense, net (a)

( 42,688 ) ( 41,111 ) ( 83,635 ) ( 76,687 )

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

Loss before income taxes

Income from continuing operations before income taxes

$ 230,555 $ 307,245 $ 65,102 $ 238,177

NOTE 14 — NET LOSS PER SHARE

Three Months Ended June

(a) Interest expense and the related interest rate swap im pact for the DDTL, which totaled $ 16.2 million and $ 31.1 million for the three and six months ended September 2024, respectively, and $ 14.8 million and $ 29.3 million for the three and six months ended September 2023, respectively, were reallocated to discontinued operations due to the requiremen t within the DDTL's amended agreement that the DDTL be prepaid upon the receipt of the net cash proceeds from the sale of Supreme.

21 VF Corporation Q2 FY25 Form 10-Q

NOTE 15 — EARNINGS (LOSS) PER SHARE

Three Months Ended September Six Months Ended September

(In thousands, except per share amounts) 2024 2023 2024 2023

Net loss per common share – basic:

Earnings (loss) per share – basic:

Income (loss) from continuing operations

$ 202,509 $ ( 451,642 ) $ 50,482 $ ( 514,617 )

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389,044 388,338 388,892 388,249

Net loss per common share

Earnings (loss) per share from continuing operations

$ 0.52 $ ( 1.16 ) $ 0.13 $ ( 1.33 )

Net loss per common share – diluted:

Earnings (loss) per share – diluted:

Income (loss) from continuing operations

$ 202,509 $ ( 451,642 ) $ 50,482 $ ( 514,617 )

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Incremental shares from stock options and other dilutive securities

1,901 — 1,306 —

Adjusted weighted average common shares outstanding

390,945 388,338 390,198 388,249

Net loss per common share

Earning (loss) per share from continuing operations

$ 0.52 $ ( 1.16 ) $ 0.13 $ ( 1.33 )

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

Outstanding stock options and other potentially dilutive securities of approximately 13.1 million and 15.9 million shares were excluded from the calculations of diluted earnings per share for the three and six-month periods ended September 2024 , respectively, because the effect of their inclusion would have been anti-dilutive to those periods.

In addition, 2.4 million and 1.6 million shares of performance-based RSUs were excluded from the calculations of diluted earnings per share for the three and six-months periods ended September 2024 , respectively, because these units were not considered to be contingent outstanding shares in those periods.

In the three and six-month periods ended September 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 loss from continuing operations for the periods and, as such, their inclusion would have been anti-dilutive.

As a result, a total of 19.3 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 six-month periods ended September 2023, respectively.

NOTE 16 — FAIR VALUE MEASUREMENTS

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

VF Corporation Q2 FY25 Form 10-Q 22

Recurring Fair Value Measurements

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(In thousands) Level 1 Level 2 Level 3

September 2024

Financial assets:

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Deferred compensation 92,024 — 92,024 —

Contingent consulting fees 13,563 — — 13,563

Total Fair Value Fair Value Measurement Using (a)

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Deferred compensation 90,804 — 90,804 —

(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.

(a) There w ere no tra nsfers among the levels within the fair value hierarchy during the six months ended September 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.

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.

During the three months ended September 2024, VF entered into a contract with a consulting firm to support Reinvent, VF's transformation program.

The contract includes contingent fees tied to increases in VF's stock price.

These fees are accounted for under Accounting Standards Codification Topic 718 — Stock Compensation ("ASC 718") as a liability award to a non-employee.

Accordingly, VF has utilized the Monte Carlo valuation model

(Level 3) to estimate the fair value of the award at its inception, and will adjust such fair value on a quarterly basis over the measurement period, which concludes on June 30, 2027.

The valuation includes the effects of market conditions that are based upon VF's stock price performance relative to stock price targets and a minimum payout dependent on the Standard & Poor's 500 Index return and VF's TSR versus that of peer companies over the measurement period.

As of September 2024, the total fair value of the contingent fees was $ 30.7 million, of which $ 13.6 million was recognized as of September 2024.

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

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.

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

At September 2024 and March 2024, their carrying values approximated their fair values.

Additionally, at September 2024 and March 2024, the carrying values of VF’s long-term debt, including the current portion, were $ 5,778.6 million and $ 5,703.0 million, respectively, compared with fair values of $ 5,437.7 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

Supreme Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis

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.

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.

23 VF Corporation Q2 FY25 Form 10-Q

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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 $ 3.1 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.

The notional amounts of all outstanding foreign currency exchange forward contracts were $ 3.1 billion at September 2024, $ 3.1 billion at March 2024 and $ 3.3 billion at September

2023, consisting primarily of contracts hedging exposures to the euro, British pound, Canadian dollar, Swiss franc, Mexican peso, Chinese renminbi, Polish zloty, Swedish krona, South Korean won, and Japanese yen.

These derivative contracts have maturities up to 20 months.

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

These contracts hedge the cash flow risk of interest payments on the variable-rate DDTL Agreement.

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

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with Unrealized Losses

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

(In thousands) September 2024 March 2024 September 2023 September 2024 March 2024 September 2023

Derivatives Designated as Hedging Instruments:

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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:

June 2024 March 2024 June 2023

September 2024 March 2024 September 2023

(In thousands) Derivative

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

(In thousands) June 2024 March 2024 June 2023

(In thousands) September 2024 March 2024 September 2023

Derivative Instruments Balance Sheet Location

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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:

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:

(In thousands) Gain (Loss) on Derivatives

Recognized in Accumulated OCL

Three Months Ended June

Three Months Ended September Gain (Loss) on Derivatives

Recognized in Accumulated OCL

Six Months Ended September

Cash Flow Hedging Relationships 2024 2023 2024 2023

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(In thousands) Gain (Loss) Reclassified from

Accumulated OCL into Net Loss

Three Months Ended June

Accumulated OCL into Net Income (Loss)

Three Months Ended September Gain (Loss) Reclassified from Accumulated OCL into Net Income (Loss)

Six Months Ended September

Cash Flow Hedging Relationships Location of Gain (Loss) 2024 2023 2024 2023

4 unchanged sentences

Interest rate contracts Interest expense 27 27 54 54

Interest rate contracts Income (loss) from discontinued operations, net of tax 1,134 1,071 2,299 1,769

Total $ ( 10,685 ) $ 10,238 $ ( 24,414 ) $ 20,918

5 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 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.

During the six months ended September 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 $ 8.1 million loss in cost of goods sold during the six months ended September 2023.

There were no material reclassifications in the other periods presented.

Other Derivative Information

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.

A t September 2024, accumulated OCL included $ 21.4 million of pre-tax net deferred losses for foreign currency exchange

contracts and a $ 0.3 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, 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.

The Company has designated its euro-denominated fixed-rate notes, which represented € 2.0 billion in aggregate principal as of September 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-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.

During the three and six-month periods ended September 2024, the Company recognized an after-tax loss of $ 64.8 million and an after-tax loss of $ 54.0 million, respectively, in other comprehensive income (loss) related to the net investment hedge transaction and an after-tax gain of $ 65.9 million and $ 55.5 million for the three and six-month periods ended September 2023, respectively.

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

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

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

During the six months ended September 2024, $ 21.3 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 and six months ended September 2024, and the cumulative charges recorded since the inception of Reinvent were as follows:

(In thousands) Three Months Ended September 2024 Six Months Ended September 2024 Cumulative Charges

Type of Cost Statement of Operations Location

4 unchanged sentences

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

Pension withdrawal Selling, general and administrative expenses 3,619 3,619 3,619

Accelerated depreciation Selling, general and administrative expenses 18 879 879

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.

Total Reinvent Restructuring Charges $ 11,795 $ 25,389 $ 134,107

All restructuring charges related to Reinvent recognized in the three and six months ended September 2024 were reported within 'Corporate and other' expenses in Note 14, 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

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

Three Months Ended September Six Months Ended September

(In thousands) 2024 2023 2024 2023

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Total Other Restructuring Charges $ 154 $ 435 $ 591 $ 1,130

VF Corporation Q2 FY25 Form 10-Q 26

Other Restructuring Charges by business segment were as follows:

Three Months Ended June

Three Months Ended September Six Months Ended September

(In thousands) 2024 2023 2024 2023

Outdoor $ — $ — $ — $ 242

Active — — — 434

Corporate and other 154 435 591 454

Total $ 154 $ 435 $ 591 $ 1,130

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:

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

(In thousands) Severance Other Total

4 unchanged sentences

Impact of foreign currency 56 — 56

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.

Accrual at September 2024 $ 56,363 $ 337 $ 56,700

Of the $ 56.7 million total restructuring accrual at September 2024, $ 54.8 million is expected to be paid out within the next 12 months and is classified within accrued liabilities.

The remaining $ 1.9 million will be paid out beyond the next 12 months and thus is classified within other liabilities.

1 unchanged sentence

NOTE 19 — 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.

On October 1, 2024, VF completed the sale of Supreme to EssilorLuxottica S.A.

for $ 1.5 billion, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses as set forth in the Purchase Agreement.

Refer to Note 4 for additional information.

O n October 4, 2024, VF made an aggregate $ 1.0 billion prepayment of the DDTL using the net cash proceeds from the sale of Supreme, pursuant to the terms of the DDTL Agreement, as amended.

On October 22, 2024, VF’s Board of Directors declared a quarterly cash dividend of $ 0.09 per share, payable on December 18, 2024 to stockholders of record on December 10, 2024.

27 VF Corporation Q2 FY25 Form 10-Q

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