UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



xþ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2017~~2018



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 1-5256

V. F. CORPORATION

(Exact name of registrant as specified in its charter)



Pennsylvania		23-1180120
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

105 Corporate Center Boulevard

Greensboro, North Carolina 27408

(Address of principal executive offices)

(336) 424-6000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesxþ No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesxþ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x þ	Accelerated filer	¨

Non-accelerated filer	¨ ~~(Do~~(Do not check if a smaller reporting company)	Smaller reporting company	¨
		Emerging growth company	¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Noxþ

On ~~October~~July 28, ~~2017,~~2018, there were ~~395,149,073~~396,461,022 shares of the registrant’s common stock outstanding.

VF CORPORATION

Table of Contents



	Page No.
Part I — Financial Information

Item 1 — Financial Statements (Unaudited)	3

Consolidated Balance Sheets: ~~September~~June 2018, March 2018 and June 2017 ~~December 2016 and September 2016~~	3

Consolidated Statements of Income: Three ~~and nine~~ months ended ~~September~~June 2018 and June 2017 ~~and September 2016~~	4

Consolidated Statements of Comprehensive Income: Three ~~and nine~~ months ended ~~September~~June 2018 and June 2017 ~~and September 2016~~	5

Consolidated Statements of Cash Flows: ~~Nine~~Three months ended ~~September~~June 2018 and June 2017 ~~and September 2016~~	6

Consolidated ~~Statements~~Statement of Stockholders’ Equity: ~~Year ended December 2016 and nine~~Three months ended ~~September 2017~~June 2018	7

Notes to Consolidated Financial Statements	8

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	2531

Item 3 — Quantitative and Qualitative Disclosures about Market Risk	3541

Item 4 — Controls and Procedures	3541

Part II — Other Information

Item 1 — Legal Proceedings	3642

Item 1A — Risk Factors	3642

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds	3642

Item 6 — Exhibits	3743

Signatures	3844

~~Part~~

PART I — ~~Financial Information~~FINANCIAL INFORMATION

~~Item 1 —~~ ~~Financial Statements (Unaudited)~~

ITEM 1 — FINANCIAL STATEMENTS (UNAUDITED)

VF CORPORATION

Consolidated Balance Sheets

(Unaudited)

~~(In thousands, except share amounts)~~


	September 2017			December 2016			September 2016
(In thousands, except share amounts)										June 2018			March 2018			June 2017
ASSETS
Current assets
Cash and equivalents	$	1,546,128		$	1,227,862		$	737,825		$	467,917		$	680,762		$	672,045
Accounts receivable, less allowance for doubtful accounts of: September 2017 – $21,469; December 2016 – $20,539; September 2016 – $22,654	1,851,430			1,161,393			1,736,521
Accounts receivable, less allowance for doubtful accounts of: June 2018 – $25,204; March 2018 – $24,993; June 2017 – $18,817										1,428,535			1,408,587			1,143,573
Inventories	1,909,563			1,471,300			1,897,546			1,993,825			1,861,441			1,663,052
Other current assets	319,991			296,698			293,904			439,870			358,953			355,283
Current assets of discontinued operations	315			135,845			153,227			—			373,580			63,697
Total current assets	5,627,427			4,293,098			4,819,023			4,330,147			4,683,323			3,897,650
Property, plant and equipment, net	921,217			926,010			935,015			1,018,164			1,011,617			903,024
Intangible assets, net	1,936,522			1,797,271			1,925,955			2,184,276			2,120,110			1,630,939
Goodwill	1,642,873			1,708,323			1,769,838			1,816,162			1,693,219			1,582,751
Other assets	746,882			929,190			904,742			843,005			803,041			722,578
Other assets of discontinued operations	—			85,395			88,536			—			—			436,786
Total assets	$	10,874,921		$	9,739,287		$	10,443,109
TOTAL ASSETS										$	10,191,754		$	10,311,310		$	9,173,728
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Short-term borrowings	$	1,985,287		$	26,029		$	737,660		$	1,316,923		$	1,525,106		$	921,109
Current portion of long-term debt	253,831			253,689			3,643			6,189			6,265			253,783
Accounts payable	554,107			642,970			550,427			675,581			583,004			492,480
Accrued liabilities	1,028,170			827,507			860,383			996,863			938,427			738,050
Current liabilities of discontinued operations	—			35,205			25,083			—			86,027			25,721
Total current liabilities	3,821,395			1,785,400			2,177,196			2,995,556			3,138,829			2,431,143
Long-term debt	2,144,221			2,039,180			2,347,122			2,156,627			2,212,555			2,111,623
Other liabilities	971,885			977,076			1,049,353			1,308,455			1,271,830			896,581
Other liabilities of discontinued operations	—			(3,290		)	(3,339		)	—			—			90,042
Commitments and contingencies
Total liabilities	6,937,501			4,798,366			5,570,332			6,460,638			6,623,214			5,529,389
Stockholders’ equity
Preferred Stock, par value $1; shares authorized, 25,000,000; no shares outstanding at September 2017, December 2016 or September 2016	—			—			—
Common Stock, stated value $0.25; shares authorized, 1,200,000,000; shares outstanding at September 2017 – 394,502,698; December 2016 – 414,012,954; September 2016 – 413,682,259	98,626			103,503			103,421
Preferred Stock, par value $1; shares authorized, 25,000,000; no shares outstanding at June 2018, March 2018 or June 2017										—			—			—
Common Stock, stated value $0.25; shares authorized, 1,200,000,000; shares outstanding at June 2018 – 395,509,138; March 2018 – 394,313,070; June 2017 – 393,308,684										98,877			98,578			98,327
Additional paid-in capital	3,456,661			3,333,423			3,313,077			3,688,529			3,607,424			3,398,901
Accumulated other comprehensive loss	(914,896		)	(1,041,463		)	(998,020		)
Accumulated other comprehensive income (loss)										(882,078		)	(864,030		)	(930,597		)
Retained earnings	1,297,029			2,545,458			2,454,299			825,788			846,124			1,077,708
Total stockholders’ equity	3,937,420			4,940,921			4,872,777			3,731,116			3,688,096			3,644,339
Total liabilities and stockholders’ equity	$	10,874,921		$	9,739,287		$	10,443,109
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY										$	10,191,754		$	10,311,310		$	9,173,728

See notes to consolidated financial statements.

3 VF Corporation Q1 2019 Form 10-Q

VF CORPORATION

Consolidated Statements of Income

(Unaudited)

~~(In thousands, except per share amounts)~~


	Three Months Ended September						Nine Months Ended September						Three Months Ended June
	2017			2016			2017			2016
Net sales	$	3,481,202		$	3,298,484		$	8,370,183		$	8,200,228
Royalty income	27,616			29,232			79,893			82,371
Total revenues	3,508,818			3,327,716			8,450,076			8,282,599
(In thousands, except per share amounts)													2018			2017
Net revenues													$	2,788,146		$	2,268,620
Costs and operating expenses
Cost of goods sold	1,751,748			1,693,071			4,225,444			4,229,018			1,384,977			1,142,476
Selling, general and administrative expenses	1,168,470			1,026,398			3,176,536			2,939,115			1,172,287			966,468
Impairment of goodwill	104,651			—			104,651			—
Total costs and operating expenses	3,024,869			2,719,469			7,506,631			7,168,133			2,557,264			2,108,944
Operating income	483,949			608,247			943,445			1,114,466			230,882			159,676
Interest income	4,571			2,215			11,672			6,459			3,393			3,583
Interest expense	(27,108		)	(24,783		)	(75,004		)	(70,441		)	(27,277		)	(24,190		)
Other income (expense), net	(332		)	(1,097		)	(2,052		)	1,696			(20,666		)	(3,217		)
Income from continuing operations before income taxes	461,080			584,582			878,061			1,052,180			186,332			135,852
Income taxes	74,316			99,358			161,753			188,528			26,379			28,760
Income from continuing operations	386,764			485,224			716,308			863,652			159,953			107,092
Income (loss) from discontinued operations, net of tax	(624		)	13,265			(11,116		)	(53,879		)
Income from discontinued operations, net of tax													405			2,797
Net income	$	386,140		$	498,489		$	705,192		$	809,773		$	160,358		$	109,889
Earnings (loss) per common share - basic
Earnings per common share - basic
Continuing operations	$	0.98		$	1.17		$	1.79		$	2.07		$	0.41		$	0.27
Discontinued operations	—			0.03			(0.03		)	(0.13		)	—			0.01
Total earnings per common share - basic	$	0.98		$	1.21		$	1.76		$	1.94		$	0.41		$	0.28
Earnings (loss) per common share - diluted
Earnings per common share - diluted
Continuing operations	$	0.97		$	1.16		$	1.77		$	2.04		$	0.40		$	0.27
Discontinued operations	—			0.03			(0.03		)	(0.13		)	—			0.01
Total earnings per common share - diluted	$	0.97		$	1.19		$	1.74		$	1.91		$	0.40		$	0.27
Cash dividends per common share	$	0.42		$	0.37		$	1.26		$	1.11		$	0.46		$	0.42

See notes to consolidated financial statements.

VF Corporation Q1 2019 Form 10-Q 4

VF CORPORATION

Consolidated Statements of Comprehensive Income

(Unaudited)

~~(In thousands)~~


	Three Months Ended September						Nine Months Ended September						Three Months Ended June
	2017			2016			2017			2016
(In thousands)													2018			2017
Net income	$	386,140		$	498,489		$	705,192		$	809,773		$	160,358		$	109,889
Other comprehensive income (loss)
Foreign currency translation and other
Gains (losses) arising during the period	53,481			4,154			188,649			48,222			(161,158		)	87,343
Less income tax effect	11,764			508			37,966			(604		)
Income tax effect													(13,712		)	21,729
Defined benefit pension plans
Amortization of net deferred actuarial losses	10,030			16,303			31,414			48,928			8,822			10,002
Amortization of deferred prior service costs	643			645			2,000			1,937			669			645
Current year actuarial gains (losses) and curtailment loss	—			—			20,996			—
Less income tax effect	(3,743		)	(6,541		)	(19,872		)	(19,561		)
Current period actuarial gains													53,940			—
Curtailment losses and settlement charges													16,325			—
Income tax effect													(20,655		)	(4,015		)
Derivative financial instruments
Gains (losses) arising during the period	(51,147		)	9,571			(117,580		)	32,837			94,629			(56,339		)
Less income tax effect	(679		)	(3,675		)	9,744			(12,506		)
Income tax effect													(11,358		)	7,863
Reclassification to net income for (gains) losses realized	(4,609		)	(28,458		)	(32,419		)	(87,777		)	16,317			(11,319		)
Less income tax effect	(39		)	10,928			5,669			33,726
Income tax effect													(1,867		)	1,534
Other comprehensive income (loss)	15,701			3,435			126,567			45,202			(18,048		)	57,443
Comprehensive income	$	401,841		$	501,924		$	831,759		$	854,975		$	142,310		$	167,332

See notes to consolidated financial statements.

5 VF Corporation Q1 2019 Form 10-Q

VF CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)

~~(In thousands)~~


	Nine Months Ended September						Three Months Ended June
	2017			2016
Operating activities
(In thousands)							2018 ^(a)			2017 ^(a)
OPERATING ACTIVITIES
Net income	$	705,192		$	809,773		$	160,358		$	109,889
Adjustments to reconcile net income to cash provided by operating activities:
Impairment of goodwill	104,651			—
Depreciation and amortization	207,590			205,491			71,130			65,470
Stock-based compensation	57,709			54,933			26,772			19,420
Provision for doubtful accounts	11,396			16,193			2,809			3,793
Pension expense in excess of contributions	17,601			33,866			2,537			5,206
Loss on sale of businesses	4,936			104,357
(Gain) loss on sale of businesses, net of tax							(5,003		)	2,771
Other, net	15,187			22,466			10,525			11,526
Changes in operating assets and liabilities:
Accounts receivable	(625,574		)	(501,186		)	(25,482		)	127,500
Inventories	(390,419		)	(443,115		)	(140,751		)	(48,272		)
Accounts payable	(111,276		)	(116,800		)	87,126			49,100
Income taxes	(77,125		)	(141,262		)	(78,688		)	(92,983		)
Accrued liabilities	126,247			56,055			166,543			(47,408		)
Other assets and liabilities	(39,432		)	(53,574		)	(732		)	(396		)
Cash provided by operating activities	6,683			47,197			277,144			205,616
Investing activities
INVESTING ACTIVITIES
Business acquisitions, net of cash received							(321,395		)	—
Proceeds from sale of businesses, net of cash sold	213,494			115,983			288,273			208,215
Capital expenditures	(124,393		)	(129,947		)	(68,919		)	(37,355		)
Software purchases	(53,451		)	(31,843		)	(21,546		)	(13,074		)
Other, net	(10,558		)	(4,997		)	(5,643		)	(324		)
Cash provided (used) by investing activities	25,092			(50,804		)
Financing activities
Net increase in short-term borrowings	1,959,335			287,759
Cash (used) provided by investing activities							(129,230		)	157,462
FINANCING ACTIVITIES
Net (decrease) increase in short-term borrowings							(214,383		)	632,552
Payments on long-term debt	(2,749		)	(12,385		)	(1,557		)	(917		)
Payment of debt issuance costs	—			(6,772		)
Proceeds from long-term debt	—			951,782
Purchases of treasury stock	(1,200,356		)	(1,000,230		)	—			(762,007		)
Cash dividends paid	(502,993		)	(462,406		)	(181,517		)	(164,893		)
Proceeds from issuance of Common Stock, net of shares withheld for taxes	48,144			40,667			53,500			11,430
Cash provided (used) by financing activities	301,381			(201,585		)
Cash used by financing activities							(343,957		)	(283,835		)
Effect of foreign currency rate changes on cash, cash equivalents and restricted cash	(13,914		)	1,018			(19,998		)	(10,583		)
Net change in cash, cash equivalents and restricted cash	319,242			(204,174		)	(216,041		)	68,660
Cash, cash equivalents and restricted cash – beginning of year	1,231,026			946,396			689,190			608,280
Cash, cash equivalents and restricted cash – end of period	$	1,550,268		$	742,222		$	473,149		$	676,940

Balances per Consolidated Balance Sheets:
Cash and cash equivalents	$	1,546,128		$	737,825		$	467,917		$	672,045
Other current assets	3,309			3,686			4,067			3,716
Current assets of discontinued operations							—			497
Other assets	831			711			1,165			682
Total cash, cash equivalents and restricted cash	$	1,550,268		$	742,222		$	473,149		$	676,940


^(a)	The cash flows related to discontinued operations have not been segregated, and are included in the Consolidated Statements of Cash Flows.

See notes to consolidated financial statements.

VF Corporation Q1 2019 Form 10-Q 6

VF CORPORATION

Consolidated ~~Statements~~Statement of Stockholders’ Equity

(Unaudited)

~~(In thousands, except share amounts)~~


						Additional Paid-in Capital				Accumulated Other Comprehensive Loss												Additional Paid-in Capital				Accumulated Other Comprehensive Loss
	Common Stock								Retained Earnings				Common Stock								Retained Earnings
	Shares		Amounts						Retained Earnings												Retained Earnings
Balance, December 2015	426,614,274		$	106,654				$	3,192,675			$	(1,043,222	)		$	3,128,731
(In thousands, except share amounts)																	Shares		Amounts			Additional Paid-in Capital				Accumulated Other Comprehensive Loss			Retained Earnings
Balance, March 2018																	394,313,070		$	98,578									Retained Earnings
Adoption of new accounting standard																	—		—						1,956
Net income	—		—					—				—				1,074,106		—			—						—			—			160,358
Dividends on Common Stock	—		—			—				—				(635,994		)	—		—					—				—			(181,517	)
Purchase of treasury stock	(15,932,075	)	(3,983		)	—				—				(996,485		)
Stock-based compensation, net	3,330,755		832			140,748				—				(24,900		)	1,196,068		299			81,105				—			(1,133		)
Foreign currency translation and other	—		—			—				(76,410		)		—			—		—			—				(174,870		)	—
Defined benefit pension plans	—		—			—				69,498				—			—		—			—				59,101			—
Derivative financial instruments	—		—			—				8,671				—			—		—			—				97,721			—
Balance, December 2016	414,012,954		103,503			3,333,423				(1,041,463		)		2,545,458
Adoption of new accounting standard	—		—			—				—				(237,764		)
Net income	—		—			—				—				705,192
Dividends on Common Stock	—		—			—				—				(502,993		)
Purchase of treasury stock	(22,213,162	)	(5,553		)	—				—				(1,194,803		)
Stock-based compensation, net	2,702,906		676			123,238				—				(18,061		)
Foreign currency translation and other	—		—			—				226,615				—
Defined benefit pension plans	—		—			—				34,538				—
Derivative financial instruments	—		—			—				(134,586		)		—
Balance, September 2017	394,502,698		$	98,626		$	3,456,661			$	(914,896	)		$	1,297,029
Balance, June 2018																	395,509,138		$	98,877		$	3,688,529			$	(882,078	)	$	825,788

See notes to consolidated financial statements.

7 VF Corporation Q1 2019 Form 10-Q

VF CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

~~Note A – Basis of Presentation~~NOTE 1 — BASIS OF PRESENTATION

VF Corporation (together with its subsidiaries, collectively known as “VF” or ~~“the Company”~~the “Company”) ~~uses~~changed to a 52/53 week fiscal year ending on the Saturday closest to March 31 of each year. VF previously used a 52/53 week fiscal year ending on the Saturday closest to December 31 of each year. For presentation purposes herein, all references to periods ended September 2017, December 2016 and September 2016 relate to the fiscal periods ended on September 30, 2017, December 31, 2016 and October 1, 2016, respectively. During the first quarter of 2017, the Company approved a change in fiscal year end to the Saturday closest to March 31 from the Saturday closest to December 31. Accordingly, the Company’s 2017 fiscal year will end as planned on December 30, 2017, followed by a three-month transition period from December 31, 2017 through March 31, 2018. The ~~Company’s next~~Company's current fiscal year will run from April 1, 2018 through March 30, 2019 (“("Fiscal 2019"). This document reflects the Company's first quarter of Fiscal 2019. For presentation purposes herein, all references to periods ended June 2018, March 2018 and June 2017 relate to the fiscal ~~2019”).~~periods ended on June 30, 2018, March 31, 2018 and July 1, 2017, respectively.

~~On April 28, 2017, VF completed~~The Nautica^® brand business and the ~~sale of its~~Licensing Business (which comprised the Licensed Sports Group (“LSG”) business. As a result, VF reported the operating results for this business in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Income for all periods presented. In addition, the related assets and liabilities have been reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets through the date of sale. In conjunction with the LSG divestiture, VF executed its plan to entirely exit the licensing business and has included the JanSport^® brand collegiate ~~business~~businesses) have been reported as discontinued operations in our Consolidated Statements of Income, and the related assets and liabilities have been presented as held-for-sale in the Consolidated Balance Sheets, ~~for~~through their dates of disposal. These changes have been applied to all periods presented.

In addition, VF completed the sale of its Contemporary Brands coalition on August 26, 2016, and has reported the operating results for this business in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Income for the three and nine months ended September 2016. Unless otherwise noted, discussion within these notes

to the consolidated financial statements relates to continuing operations. Refer to Note C5 for additional information on discontinued operations.

The accompanying unaudited condensed 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 December 2016 condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP.~~ In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to fairly state the consolidated financial position, results of operations and cash flows of VF for the interim periods presented. Operating results for the three ~~and nine~~ months ended ~~September 2017~~June 2018 are not necessarily indicative of results that may be expected for any other interim period or for ~~the year ending December 30, 2017.~~Fiscal 2019. 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 December ~~2016~~30, 2017 (“~~2016~~2017 Form 10-K”).

~~Note B~~NOTE 2 – ~~Acquisition~~RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS

Recently Adopted Accounting Standards

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers (Topic 606)", a new accounting standard on revenue recognition that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The FASB subsequently issued updates to the standard to provide additional clarification on specific topics. Collectively, the guidance is referred to as FASB Accounting Standards Codification ("ASC") 606. The standard prescribes a five-step approach to revenue recognition: (1) identify the contracts with the customer; (2) identify the separate performance obligations in the contracts; (3) determine the transaction price; (4) allocate the transaction price to separate performance obligations; and (5) recognize revenue when, or as, each performance obligation is satisfied. The standard also requires additional disclosure regarding the nature, amount, timing and uncertainty of revenues and cash flows arising from contracts with customers. The Company adopted this standard on April 1, 2018, utilizing the modified retrospective method and applying this approach to contracts not completed as of that date. The cumulative effect of initially applying the new standard has been recognized in retained earnings. Comparative prior period information has not been restated and continues to be reported under accounting standards in effect for those periods.

The adoption of ASC 606 resulted in a net increase of$2.0 millionin the retained earnings line item of the Consolidated Balance Sheet as of April 1, 2018. The cumulative effect adjustment relates primarily to i) recognition of revenues for certain wholesale and e-commerce transactions at shipment rather than upon delivery to the customer based on our evaluation of the transfer of control of the goods, ii) discontinued capitalization of certain costs related to ongoing customer arrangements and iii) adjustments to the timing of recognition for certain royalty amounts.

Other effects of the adoption include presentation of allowances for sales incentive programs, discounts, markdowns, chargebacks, and returns as refund liabilities rather than as a reduction to accounts receivable and presentation of the right of return asset within other current assets rather than as a component of inventory in the Consolidated Balance Sheets. Additionally, sourcing fees received from customers and advertising contributions from licensees that had previously been reported as an offset to costs or expenses are now reported as revenue in the Consolidated Statement of Income. Refer to Note 3 for additional revenue disclosures.

VF Corporation Q1 2019 Form 10-Q 8

The following tables compare amounts reported in accordance with the requirements of ASC 606 to the amounts that would have been reported had the new standard not been applied:



Condensed Consolidated Balance Sheet
	June 2018
(In thousands)	As Reported		Impact of Adoption			Balances without Adoption of ASC 606
ASSETS
Cash and equivalents	$	467,917	$	—		$	467,917
Accounts receivable, net	1,428,535		(179,981		)	1,248,554
Inventories	1,993,825		54,368			2,048,193
Other current assets	439,870		(49,400		)	390,470
Total current assets	4,330,147		(175,013		)	4,155,134
Property, plant and equipment, net	1,018,164		—			1,018,164
Goodwill and intangible assets, net	4,000,438		—			4,000,438
Other assets	843,005		381			843,386
TOTAL ASSETS	$	10,191,754	$	(174,632	)	$	10,017,122
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term borrowings and current portion of long-term debt	$	1,323,112	$	—		$	1,323,112
Accounts payable	675,581		—			675,581
Accrued liabilities	996,863		(167,292		)	829,571
Total current liabilities	2,995,556		(167,292		)	2,828,264
Long-term debt	2,156,627		—			2,156,627
Other liabilities	1,308,455		(1,545		)	1,306,910
Total liabilities	6,460,638		(168,837		)	6,291,801
Total stockholders' equity	3,731,116		(5,795		)	3,725,321
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	10,191,754	$	(174,632	)	$	10,017,122



Condensed Consolidated Statement of Income
	Three Months Ended June 2018
(In thousands)	As Reported			Impact of Adoption			Balances without Adoption of ASC 606
Net revenues	$	2,788,146		$	(9,695	)	$	2,778,451
Cost of goods sold	1,384,977			(12,806		)	1,372,171
Selling, general and administrative expenses	1,172,287			3,576			1,175,863
Total costs and operating expenses	2,557,264			(9,230		)	2,548,034
Operating income	230,882			(465		)	230,417
Interest income (expense) and other income (expense), net	(44,550		)	—			(44,550		)
Income from continuing operations before income taxes	186,332			(465		)	185,867
Income taxes	26,379			(82		)	26,297
Income from continuing operations	159,953			(383		)	159,570
Income (loss) from discontinued operations, net of tax	405			(3,456		)	(3,051		)
Net income	$	160,358		$	(3,839	)	$	156,519

9 VF Corporation Q1 2019 Form 10-Q



Condensed Consolidated Statement of Cash Flows - Operating Activities
	Three Months Ended June 2018
(In thousands)	As Reported			Impact of Adoption			Activities without Adoption of ASC 606
OPERATING ACTIVITIES
Net income	$	160,358		$	(3,839	)	$	156,519
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	71,130			144			71,274
Other adjustments, net	37,640			3,456			41,096
Changes in operating assets and liabilities:
Accounts receivable	(25,482		)	169,972			144,490
Inventories	(140,751		)	(48,565		)	(189,316		)
Accounts payable	87,126			—			87,126
Income taxes	(78,688		)	(82		)	(78,770		)
Accrued liabilities	166,543			(166,013		)	530
Other assets and liabilities	(732		)	44,927			44,195
Cash provided by operating activities	$	277,144		$	—		$	277,144

There was no impact to investing or financing activities within the Consolidated Statement of Cash Flows as a result of the adoption of ASC 606.

In March 2018, the FASB issued ASU 2018-05, "Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118", which allowed Securities and Exchange Commission ("SEC") registrants to record provisional amounts in earnings for the year ended December 30, 2017 due to the complexities involved in accounting for the enactment of the Tax Cuts and Jobs Act (“Tax Act”). The Company recognized the estimated income tax effects of the Tax Act in its 2017 consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 118 ("SAB 118") and recorded revisions of our provisional estimate during the three months ended June 2018 and March 2018. Refer to Note 13 for more information regarding the amounts recorded.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities", an update to their accounting guidance related to the recognition and measurement of certain financial instruments. This guidance affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. This guidance became effective for VF in the first quarter of Fiscal 2019, but did not impact VF's consolidated financial statements. The FASB has subsequently issued an update to clarify the previous guidance. The amendments in this updated guidance will be effective for VF in the second quarter of Fiscal 2019. The Company does not expect the adoption of this subsequent guidance to have a material impact on VF’s consolidated financial statements.

In March 2016, the FASB issued ASU 2016-04, "Liabilities—Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products", an update to their accounting guidance on extinguishments of financial liabilities that exempts prepaid stored-value products, or gift cards, from the existing guidance. The updated guidance requires that financial liabilities related to prepaid stored-value products be subject to breakage accounting, consistent with ASC 606. This guidance became effective for VF in the first quarter of Fiscal 2019, but did not impact VF’s consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments", an update to their accounting guidance that addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance became effective for VF in the first quarter of Fiscal 2019 but did not impact VF’s Consolidated Statements of Cash Flows.

In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business", an update that provides a more narrow framework to be used in evaluating whether a set of assets and activities constitutes a business. This guidance became effective for VF in the first quarter of Fiscal 2019 and was applied when accounting for the acquisitions completed during the period, but did not impact our conclusions on whether they are a business. Refer to Note 4 for further information related to acquisitions.

In March 2017, the FASB issued ASU 2017-07, "Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost", an update which requires employers to disaggregate the service cost component from other components of net periodic benefit costs. The standard requires employers to report the service cost component in the same line item as other compensation costs and to report the other components of net periodic benefit costs (which include interest cost, expected return on plan assets, amortization of prior service costs or credits and actuarial gains and losses) separately and outside of operating income. The update specifies that only the service cost component is eligible for capitalization, which is consistent with VF’s current practice. The presentation change in the Consolidated Statements of Income requires application on a retrospective basis. The ASU was adopted by the Company on April 1, 2018, and as a result, operating income increased and non-operating expense increased $1.6 million for the three months ended June 2017. VF applied the practical expedient permitted under the guidance which allows entities to use information previously disclosed in the pension and other post-retirement benefit plans footnote as the basis to apply the

VF Corporation Q1 2019 Form 10-Q 10

retrospective presentation requirements. Refer to pension disclosure in Note 10.

In May 2017, the FASB issued ASU 2017-09, "Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting", an update that amends the scope of modification accounting for share-based payment arrangements. This update provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. This guidance became effective for VF beginning in the first quarter of Fiscal 2019, but did not impact VF’s consolidated financial statements.

Recently Issued Accounting Standards

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)", a new accounting standard on leasing. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics, including permitted transition methods. This new standard will require companies to record most leased assets and related liabilities on the balance sheet, and also retains a dual model approach for assessing lease classification and recognizing expense. VF's cross-functional implementation team has completed the design phase of the project, which involved reviewing the standard's provisions, evaluating real estate and non-real estate lease arrangements and identifying arrangements that may contain embedded leases. This project is now in the implementation phase and the team is collecting information from lease contracts, assessing potential embedded leases and evaluating accounting policy elections. VF is also evaluating the impact of the new accounting standard on the Company's systems, processes and controls. Based on the efforts to date, VF expects this standard will have a material impact on the Consolidated Balance Sheets but does not expect it to have a material impact on the Consolidated Statements of Income. The Company will adopt the new standard in the first quarter of the year ended March 28, 2020 ("Fiscal 2020") utilizing the modified retrospective method and will recognize a cumulative-effect adjustment in retained earnings at the beginning of the period of adoption.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. This guidance will be effective for VF in the first quarter of the year ended April 3, 2021 ("Fiscal 2021") with early adoption permitted. The Company is evaluating the impact that adopting this guidance will have on VF’s consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities", an update that amends and simplifies certain aspects of hedge accounting rules to better portray the economic results of risk management activities in the financial statements. This guidance will be effective for VF in the first quarter of Fiscal 2020 with early adoption permitted. The Company is evaluating the impact that adopting this guidance will have on VF’s consolidated financial statements.

In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income ("GILTI") provisions of the Tax Act. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that companies must make a policy decision to either record deferred taxes related to GILTI inclusions or treat any taxes on GILTI inclusions as period costs. The Company is continuing to evaluate these options and will make its decision regarding the accounting policy election within the measurement period as provided under SAB 118. The Company has considered the taxes resulting from GILTI as a current-period expense for the three months ended June 2018.

In February 2018, the FASB issued ASU 2018-02, "Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income", an update that addresses the effect of the change in the U.S. federal corporate income tax rate due to the enactment of the Tax Act on items within accumulated other comprehensive income (loss). The guidance will be effective for VF in the first quarter of Fiscal 2020 with early adoption permitted. The Company is evaluating the impact that adopting this guidance will have on VF’s consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, "Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting", an update that expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance will be effective for VF in the first quarter of Fiscal 2020 with early adoption permitted. The Company is evaluating the impact that adopting this guidance will have on VF's consolidated financial statements.

In July 2018, the FASB issued ASU 2018-09, "Codification Improvements", an update that provides technical corrections, clarifications and other improvements across a variety of accounting topics. The transition and effective date guidance is based on the facts and circumstances of each amendment included in the ASU; however, many will be effective for VF in the first quarter of Fiscal 2020. The Company is evaluating the impact that adopting this guidance will have on VF's consolidated financial statements.

11 VF Corporation Q1 2019 Form 10-Q

NOTE 3 - REVENUES

Revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied based on the transfer of control of promised goods or services. The transfer of control typically occurs at a point in time based on consideration of when the customer has i) an obligation to pay for, ii) physical possession of, iii) legal title to, iv) risks and rewards of ownership of and v) accepted the goods or services. The timing of revenue recognition within the wholesale channel occurs either on shipment or delivery of goods based on contractual terms with the customer. The timing of revenue recognition in the direct-to-consumer channel generally occurs at the point of sale within VF-operated or concession retail stores and either on shipment or delivery of goods for e-commerce transactions based on contractual terms with the customer. For finished products shipped directly to customers from our suppliers, the Company's promise to the customer is a performance obligation to provide the specified goods, and thus the Company is the principal in the arrangement and revenue is recognized on a gross basis at the transaction price. For sourcing arrangements, the Company's promise to the customer is to arrange for certain goods, typically finished products, to be provided and thus the Company is acting as an agent and revenue is recognized on a net basis at the fee amount earned.

The duration of contractual arrangements with our customers in the wholesale and direct-to-consumer channels is typically less than one year. Payment terms with customers are generally between 30 and 60 days. The Company does not adjust the promised amount of consideration for the effects of a significant financing component as it is expected, at contract inception, that the period between the transfer of the promised good or service to the customer and the customer payment for the good or service will be one year or less.

The amount of revenue recognized in both wholesale and direct-to-consumer channels reflects the expected consideration to be received for providing the goods or services to the customer, which includes estimates for variable consideration. Variable consideration includes allowances for trade terms, sales incentive programs, discounts, markdowns, chargebacks and product returns. Estimates of variable consideration are determined at contract inception and reassessed at each reporting date, at a minimum, to reflect any changes in facts and circumstances. The Company utilizes the expected value method in determining its estimates of variable consideration, based on evaluations of specific product and customer circumstances, historical and anticipated trends, and current economic conditions.

Certain products sold by the Company include an assurance warranty. Product warranty costs are estimated based on historical and anticipated trends, and are recorded as cost of goods sold at the time revenue is recognized.

Revenue from the sale of gift cards is deferred and recorded as a contract liability until the gift card is redeemed by the customer, factoring in breakage as appropriate.

Various VF brands maintain customer loyalty programs where customers earn rewards from qualifying purchases or activities, which are redeemable for discounts on future purchases or other rewards. For its customer loyalty programs, the Company estimates the stand-alone selling price of the loyalty rewards and allocates a portion of the consideration for the sale of products to the loyalty points earned. The deferred amount is recorded as a

contract liability, and is recognized as revenue when the points are redeemed or when the likelihood of redemption is remote.

The Company has elected to treat all shipping and handling activities as fulfillment costs and recognize the costs as selling, general and administrative expenses at the time the related revenue is recognized. Shipping and handling costs billed to customers are included in net revenues. Sales taxes and value added taxes collected from customers and remitted directly to governmental authorities are excluded from the transaction price.

The Company has licensing agreements for its symbolic intellectual property, most of which include minimum guaranteed royalties. Royalty income is recognized as earned over the respective license term based on the greater of minimum guarantees or the licensees' sales of licensed products at rates specified in the licensing contracts. Royalty income related to the minimum guarantees is recognized using a measure of progress with variable amounts recognized only when the cumulative earned royalty exceeds the minimum guarantees. As of June 2018, the Company expects to recognize $119.3 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 through December 2024. The variable consideration is not disclosed as a remaining performance obligation as the licensing arrangements qualify for the sales-based royalty exemption.

The Company has applied the practical expedient to recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that otherwise would have been recognized is one year or less.

Performance Obligations

Disclosure is required for the aggregate transaction price allocated to performance obligations that are unsatisfied at the end of a reporting period, unless the optional practical expedients are applicable. VF is electing the practical expedients to not disclose the transaction price allocated to remaining performance obligations for i) variable consideration related to sales-based royalty arrangements and ii) contracts with an original expected duration of one year or less.

As of June 2018, there are no arrangements with transaction price allocated to remaining performance obligations other than contracts for which the Company has applied the practical expedients and fixed consideration related to future minimum guarantees discussed above.

For the three months ended June 2018, revenue recognized from performance obligations satisfied, or partially satisfied, in prior periods was not material.

Contract Balances

Accounts receivable represent the Company's unconditional right to receive consideration from a customer and are recorded at net invoiced amounts, less an estimated allowance for doubtful accounts.

Contract assets are rights to consideration in exchange for goods or services that have been transferred to a customer when that right is conditional on something other than the passage of time. Once the Company has an unconditional right to consideration

VF Corporation Q1 2019 Form 10-Q 12

under a contract, amounts are invoiced and contract assets are reclassified to accounts receivable. The Company's primary contract assets relate to sales-based royalty arrangements, which are discussed in more detail above.

Contract liabilities are recorded when a customer pays consideration, or the Company has a right to an amount of

consideration that is unconditional, before the transfer of a good or service to the customer and thus represent the Company's obligation to transfer the good or service to the customer at a future date. The Company's primary contract liabilities relate to gift cards, loyalty programs and sales-based royalty arrangements, which are discussed in more detail above.

The following table provides information about accounts receivable, contract assets and contract liabilities:



(In thousands)	June 2018		At Adoption - April 1, 2018
Accounts receivable, net	$	1,428,535	$	1,408,587
Contract assets ^(a)	2,931		2,600
Contract liabilities ^(b)	30,297		28,252


^(a)	Included in the other current assets line item in the Consolidated Balance Sheets.


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

For the three months ended June 2018, the Company recognized $13.1 million of revenue that was previously included in the contract liability balance. 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.

Disaggregation of Revenue

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. The wholesale channel includes fees generated from sourcing activities as the customers and point-in-time revenue recognition are similar to other wholesale arrangements.



	Three Months Ended June 2018
(In thousands)	Outdoor		Active		Work		Jeans		Other		Total
Channel revenues
Wholesale	$	309,776	$	654,848	$	399,673	$	525,455	$	10,137	$	1,899,889
Direct-to-consumer	255,964		475,536		37,838		70,365		26,103		865,806
Royalty	2,860		6,553		5,091		7,947		—		22,451
Total	$	568,600	$	1,136,937	$	442,602	$	603,767	$	36,240	$	2,788,146

Geographic revenues
United States	$	262,856	$	644,105	$	350,136	$	440,312	$	36,240	$	1,733,649
International	305,744		492,832		92,466		163,455		—		1,054,497
Total	$	568,600	$	1,136,937	$	442,602	$	603,767	$	36,240	$	2,788,146



	Three Months Ended June 2017
(In thousands)	Outdoor		Active		Work		Jeans		Other		Total
Channel revenues
Wholesale	$	290,237	$	541,476	$	205,010	$	509,851	$	—	$	1,546,574
Direct-to-consumer	242,904		362,280		1,847		70,665		28,320		706,016
Royalty	3,109		5,534		—		7,387		—		16,030
Total	$	536,250	$	909,290	$	206,857	$	587,903	$	28,320	$	2,268,620

Geographic revenues
United States	$	272,591	$	505,099	$	202,248	$	430,385	$	28,320	$	1,438,643
International	263,659		404,191		4,609		157,518		—		829,977
Total	$	536,250	$	909,290	$	206,857	$	587,903	$	28,320	$	2,268,620

13 VF Corporation Q1 2019 Form 10-Q

NOTE 4 — ACQUISITIONS

Williamson-Dickie

On ~~August 11,~~October 2, 2017, VF ~~entered into a definitive merger agreement to acquire~~acquired 100% of the outstanding shares of Williamson-Dickie Mfg. Co. (“Williamson-Dickie”)~~. The acquisition was completed on October 2, 2017~~ for $800.7 million in cash, subject to working capital and other adjustments. The purchase price was primarily funded with short-term borrowings. During the three months ended March 2018, the purchase consideration was reduced by $2.3 million associated with the final working capital adjustment, resulting in a revised purchase price of $798.4 million.

Williamson-Dickie iswas a privately held company based in Ft. Worth, ~~TX,~~Texas, and iswas one of the largest companies in the workwear sector with a portfolio of brands including Dickies^®, Workrite^®, Kodiak^®, Terra^® and Walls^®. The ~~Company believes the~~ acquisition of Williamson-Dickie brings

together complementary assets and capabilities, and creates a workwear business that will now serve an even broader set of consumers and industries around the world.

For the three months ended June 2018, Williamson-Dickie contributed revenues of $219.1 million and net income of $14.8 million, including restructuring charges.

The allocation of the purchase price is preliminary and subject to change for certain income tax matters. Accordingly, adjustments may be made to the values of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the acquisition date.

The following table summarizes the estimated fair values of the Williamson-Dickie assets acquired and liabilities assumed at the date of acquisition:



(In thousands)	October 2, 2017
Cash and equivalents	$	60,172
Accounts receivable	146,403
Inventories	251,778
Other current assets	8,447
Property, plant and equipment	105,119
Intangible assets	397,755
Other assets	9,665
Total assets acquired	979,339

Short-term borrowings	17,565
Accounts payable	88,052
Other current liabilities	109,964
Deferred income tax liabilities	15,160
Other non-current liabilities	33,066
Total liabilities assumed	263,807

Net assets acquired	715,532
Goodwill	82,863
Purchase price	$	798,395

The goodwill is attributable to the acquired workforce of Williamson-Dickie and the significant synergies expected to arise as a result of the acquisition. All of the goodwill was assigned to the Work segment and $52.3 million is expected to be deductible for tax purposes.

The Dickies^®, Kodiak^®, Terra^® and Walls^® trademarks, which management determined to have indefinite lives, have been valued at $316.1 million. The Workrite^® trademark, valued at $0.8 million, is being amortized over three years.

Amortizable intangible assets have been assigned values of $78.6 million for customer relationships and $2.3 million for distribution

agreements. Customer relationships are being amortized using an accelerated method over periods ranging from 10-13 years. Distribution agreements are being amortized on a straight-line basis over four years.

Total transaction expenses for the Williamson-Dickie acquisition were $15.0 million, all of which were recognized in the year ended December 30, 2017 in the selling, general and administrative expenses line item in VF's Consolidated Statements of Income.

VF Corporation Q1 2019 Form 10-Q 14

The following unaudited pro forma summary presents consolidated information of VF as if the acquisition of Williamson-Dickie had occurred on January 3, 2016:



(In thousands)	Three Months Ended June 2017 (unaudited)
Total revenues	$	2,484,272
Income from continuing operations	113,919
Earnings per common share from continuing operations
Basic	$	0.29
Diluted	0.28

These pro forma amounts have been calculated after applying VF’s accounting policies and adjusting the results of Williamson-Dickie to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment and intangible assets had been applied from January 3, 2016, with related tax effects.

Pro forma financial information is not necessarily indicative of VF’s operating results if the acquisition had been effected at the date indicated, nor is it necessarily indicative of future operating results. Amounts do not include any marketing leverage, operating efficiencies or cost savings that VF believes are achievable.

Icebreaker

On April 3, 2018, VF acquired 100% of the stock of Icebreaker Holdings Limited ("Icebreaker") forNZ$274.4 million ($198.5 million) in cash. The purchase price decreased NZ$1.0 million ($0.7 million) during the first quarter of Fiscal 2019 related to a working capital adjustment, and remains subject to further working capital

and other adjustments. The purchase price was primarily funded with short-term borrowings.

Icebreaker was a privately held company based in Auckland, New Zealand. Icebreaker^®,the primary brand, specializes in high-performance apparel based on natural fibers, including Merino wool, plant-based fibers and recycled fibers. It is an ideal complement to VF's Smartwool^® brand, which also features Merino wool in its clothing and accessories. Together, the Smartwool^® and Icebreaker^® brands will position VF as a global leader in the Merino wool and natural fiber categories.

For the three months ended June 2018, Icebreakercontributed revenues of $25.7 million and a net loss of $0.8 million.

The allocation of the purchase price is preliminary and subject to change, primarily for certain income tax matters. Accordingly, adjustments may be made to the value of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the acquisition date.

The following table summarizes the estimated fair values of the Icebreaker assets acquired and liabilities assumed at the date of acquisition:



(In thousands)	April 3, 2018
Cash and equivalents	$	6,444
Accounts receivable	16,781
Inventories	31,728
Other current assets	3,931
Property, plant and equipment	3,858
Intangible assets	98,041
Other assets	4,758
Total assets acquired	165,541

Short-term borrowings	7,235
Accounts payable	2,075
Other current liabilities	21,919
Deferred income tax liabilities	22,802
Other non-current liabilities	433
Total liabilities assumed	54,464

Net assets acquired	111,077
Goodwill	86,760
Purchase price	$	197,837

15 VF Corporation Q1 2019 Form 10-Q

The goodwill is attributable to the acquired workforce of Icebreaker and the significant synergies expected to arise as a result of the acquisition. All of the goodwill has been assigned to the Outdoor segment and none is expected to be deductible for tax purposes.

The Icebreaker^®trademark, which management determined to have an indefinite life, has been valued at $70.1 million.Amortizable intangible assets have been assigned values of $27.8 million for customer relationships and $0.2 million for distribution agreements. Customer relationships are being amortized using an accelerated method over 11.5 years. Distribution agreements are being amortized on a straight-line basis over four years.

Total transaction expenses for the Icebreaker acquisition of $7.4 million have been recognized in the selling, general and administrative expenses line item in the Consolidated Statements of Income, of which $4.1 million was recognized during the three months ended June 2018. In addition, the Company has recognized a $9.9 million gain on derivatives used to hedge the purchase price of Icebreakerin the other income (expense), net line item in the Consolidated Statements of Income, of which $0.3 million was recognized during the three months ended June 2018.

Pro forma results of operations of the Company would not be materially different as a result of the Icebreaker acquisition and therefore are not presented.

Altra

On June 1, 2018, VF acquired 100% of the stock of Icon-Altra LLC, plus certain assets in Europe ("Altra"). The purchase price was $131.7 million in cash, subject to working capital and other adjustments and was primarily funded with short-term borrowings.

Altra^®, the primary brand, is an athletic and performance-based lifestyle footwear brand, based in Logan, Utah. Altra provides VF with a unique and differentiated technical footwear brand and a capability that, when applied across VF's footwear, direct-to-consumer and international platforms, will serve as a catalyst for growth.

For the three months ended June 2018, Altracontributed revenues of $4.0 million and net income of $0.1 million.

The Altra acquisition occurred late in the first quarter of Fiscal 2019, and VF is still in the process of ~~aligning accounting policies and~~ valuing the assets acquired and liabilities ~~assumed,~~assumed. Accordingly, the allocation of the purchase price is preliminary and subject to change, primarily for final adjustments to net working capital, income tax and limited other valuation matters. Adjustments may be made to the values of the acquired assets and liabilities as ~~such, certain disclosures regarding this transaction have not been included herein.~~additional information is obtained about the facts and circumstances that existed at the valuation date.

The ~~Company~~following table summarizes the estimated fair values of the Altra assets acquired and liabilities assumed at the date of acquisition:



(In thousands)	June 1, 2018
Accounts receivable	$	10,101
Inventories	9,434
Other current assets	575
Property, plant and equipment	1,214
Intangible assets	59,700
Total assets acquired	81,024

Accounts payable	5,068
Other current liabilities	7,415
Total liabilities assumed	12,483

Net assets acquired	68,541
Goodwill	63,122
Purchase price	$	131,663

The goodwill is attributable to the significant growth and synergies expected to arise as a result of the acquisition. All of the goodwill was assigned to the Outdoor segment and is expected to be deductible for tax purposes. The Altra^®trademark, which management determined to have an indefinite life, has been valued at $46.4 million.Amortizable intangible assets have been assigned values of $13.0 million for customer relationships and $0.3 million for distribution agreements. Customer relationships are being amortized using an accelerated method over 15 years. Distribution agreements are being amortized on a straight-line basis over four years.

Total transaction expenses for the Altra acquisition of $2.3 million have been recognized ~~$4.9 million of transaction and deal-related expenses~~ in the ~~three~~selling, general and ~~nine~~administrative expenses line item in the Consolidated Statements of Income during the three months ended ~~September 2017.~~June 2018.

Pro forma results of operations of the Company would not be materially different as a result of the Altra acquisition and therefore are not presented.

~~Note C – Discontinued Operations~~

VF Corporation Q1 2019 Form 10-Q 16

NOTE 5 — DISCONTINUED OPERATIONS

The Company continuously assesses the composition of our portfolio to ensure it is aligned with our strategic objectives and positioned to maximize growth and return to our shareholders.

~~Divestiture~~Nautica^® Brand Business

During the three months ended December 30, 2017, the Company reached the strategic decision to exit the Nautica^® brand business, and determined that it met the held-for-sale and discontinued operations accounting criteria. Accordingly, the Company has reported the results of the Nautica^® brand business as discontinued operations in the Consolidated Statements of Income and presented the related assets and liabilities as held-for-sale in the Consolidated Balance Sheets. These changes have been applied for all periods presented.

On April 30, 2018, VF completed the sale of the Nautica^® brand business for $289.1 million in cash. The estimated after-tax loss on sale is $38.6 million, which is subject to working capital and other adjustments.

The results of the Nautica^®brand's North America business were previously reported in the former Sportswear segment, and the results of the Asia business were previously reported in the former Outdoor & Action Sports segment. The results of the Nautica^® brand business recorded in the income from discontinued operations, net of tax line item in the Consolidated Statements of Income were income of $0.4 million (including a $5.0 million decrease in the estimated loss on sale) for the three months ended June 2018 and income of $7.8 million for the three months ended June 2017.

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

Under the terms of the transition services agreement, the Company will provide certain support services for periods up to 12 months from the closing date of the transaction. Revenue and expense items associated with the transition services are recorded in the other category included in the reconciliation of segment revenues and segment profit in Note 14.

Licensing Business

During the three months ended April 1, 2017, the Company reached the strategic decision to exit its Licensing Business, which comprised the Licensed Sports Group ("LSG") and the JanSport^®

brand collegiate businesses. Accordingly, the Company has reported the results of the businesses as discontinued operations in the Consolidated Statements of Income and presented the related assets and liabilities as held-for-sale in the Consolidated Balance Sheets. These changes have been applied for all periods presented.

LSG included the Majestic^® brand and was previously reported within the former Imagewear segment. On April 28, 2017, VF completed the sale of LSG to Fanatics, Inc. The Company received ~~net~~ proceeds of $213.5 million, ~~and recorded an~~net of cash sold, resulting in a final after-tax loss on sale of $4.1 million, of which $3.0 million is included in the income ~~(loss)~~ from discontinued operations, net of tax line item in the Consolidated Statements of Income for the ~~first nine~~three months ended June 2017.

The LSG results recorded in the income from discontinued operations, net of ~~2017. The final~~tax line item in the Consolidated Statements of Income were losses of $4.6 million (including a $3.0 million adjustment to the ~~after-tax~~estimated loss on ~~sale was $0.3 million in~~sale) for the ~~third quarter of~~three months ended June 2017.

~~LSG included~~During the three months ended December 30, 2017, VF completed the sale of the assets associated with the ~~Majestic~~JanSport^® brand collegiate business, which ~~supplied apparel and fanware through licensing agreements with U.S. and international professional sports leagues and teams, and~~ was previously included within ~~our Imagewear coalition.~~ the former Outdoor & Action Sports segment. The Company received net proceeds of $1.5 million and recorded a final after-tax loss on sale of $0.2 million, of which a $0.2 million gain is included in the income from discontinued operations, net of tax line item in the Consolidated Statements of Income for the three months ended June 2017.

The JanSport^® brand collegiate results recorded in the income from discontinued operations, net of tax line item in the Consolidated Statements of Income were losses of $0.4 million (including a $0.2 million decrease to the estimated loss on sale) for the three months ended June 2017.

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

Under the terms of the transition services agreement, the Company is providing certain support services for periods ~~ranging from three~~up to 24 months from the closing date of the transaction. Revenue and expense items associated with the transition services are primarily recorded in the ~~Imagewear coalition.~~Work segment.

17 VF Corporation Q1 2019 Form 10-Q

~~Beginning~~

Summarized Discontinued Operations Financial Information

The following table summarizes the major line items for the Nautica^® brand business and the Licensing Business that are included in the ~~first quarter of 2017, VF reported the results of LSG in the~~ income ~~(loss)~~ from discontinued operations, net of tax line item in the Consolidated Statements of Income; accordingly, the results have been excluded from continuing operations and segment results for all periods presented. The LSG results, including the loss on sale, recorded in the income (loss) from discontinued operations, net of tax line item were income of $0.3 million and losses of $4.6 million for the third quarter and first nine months of 2017, respectively, and income of $18.1 million and $45.1 million for the third quarter and first nine months of 2016, respectively. Prior to the sale, the related assets and liabilities of LSG were reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets.

~~In conjunction with the LSG divestiture, VF executed its plan to entirely exit all of its licensing businesses, and has classified the assets of the~~ Income:~~JanSport~~^® ~~brand collegiate business as held-for-sale in VF’s Consolidated Balance Sheets for all periods presented. The assets of the~~ ~~JanSport~~^® ~~brand collegiate business are recorded at their fair value of $0.3 million at September 2017.~~

~~Management determined that the expected sale of the~~ ~~JanSport~~^® ~~brand collegiate business met the criteria for presentation as discontinued operations in the first quarter of 2017. Accordingly, the results of the~~ ~~JanSport~~^® brand collegiate business have been presented as discontinued operations in VF’s Consolidated Statements of Income beginning in the first quarter of 2017, and thus have been excluded from continuing operations and segment results for all periods presented. The ~~JanSport~~^® brand collegiate results, including the estimated loss on sale, recorded in the income (loss) from discontinued operations, net of tax line item were losses of $0.9 million and $6.5 million for the third quarter and first nine months of 2017, respectively, and losses of $0.3 million and $0.6 million for the third quarter and first nine months of 2016, respectively. The ~~JanSport~~^® ~~brand collegiate business was previously included within our Outdoor & Action Sports coalition.~~

Certain corporate overhead and other costs previously allocated to the licensing business for segment reporting purposes do not qualify for classification within discontinued operations and have been reallocated to continuing operations.

~~Divestiture of the Contemporary Brands Coalition~~

~~On August 26, 2016, VF completed the sale of its Contemporary Brands coalition to Delta Galil Industries, Ltd. for $116.9 million. The Contemporary Brands coalition included the businesses of the~~ ~~7 For All Mankind~~^®, ~~Splendid~~^® ~~and~~ ~~Ella Moss~~^® ~~brands (the “Businesses”) and was previously disclosed as a separate reportable segment of VF.~~

The transaction resulted in an after-tax loss on sale of $104.4 million which was included in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Income for the first nine months of 2016. The after-tax loss on sale included in the income (loss) from discontinued operations, net of tax line item for the third quarter of 2016 was $3.8 million.

VF reported the results of the Businesses as discontinued operations for the third quarter and first nine months of 2016 and excluded them from continuing operations and segment results. The results of the Businesses, including the loss on sale, recorded in the income (loss) from discontinued operations, net of tax line item for the third quarter and first nine months of 2016 were losses of $4.5 million and $98.4 million, respectively.

VF provided certain support services under transition services agreements and completed these services during the third quarter of 2017. These services did not have a material impact on VF’s Consolidated Statement of Income for the nine months ended September 2017.

~~Summarized Discontinued Operations Financial Information~~

~~The following table summarizes the major line items included in the income (loss) from discontinued operations for the divestitures of the licensing business and Contemporary Brands coalition:~~


	Three Months Ended September						Nine Months Ended September						Three Months Ended June
In thousands	2017			2016			2017			2016
(In thousands)													2018			2017
Revenues	$	6,498		$	203,696		$	160,323		$	603,651		$	21,913		$	123,456
Cost of goods sold	6,580			127,876			121,172			362,215			14,706			70,906
Selling, general and administrative expenses	1,341			51,714			36,059			173,574			12,391			45,602
Interest expense, net	(1		)	(21		)	(26		)	(183		)	—			(7		)
Other income (expense), net	—			7			—			3
Other income, net													272			5
Income (loss) from discontinued operations before income taxes	(1,424		)	24,092			3,066			67,682			(4,912		)	6,946
Gain (loss) on the sale of discontinued operations before income taxes	411			(4,439		)	(9,506		)	(154,275		)	4,206			(6,386		)
Total income (loss) from discontinued operations before income taxes	(1,013		)	19,653			(6,440		)	(86,593		)	(706		)	560
Income tax (expense) benefit^(a)	389			(6,388		)	(4,676		)	32,714
Income (loss) from discontinued operations, net of tax	$	(624	)	$	13,265		$	(11,116	)	$	(53,879	)
Income tax benefit													1,111			2,237
Income from discontinued operations, net of tax													$	405		$	2,797


^(a)	~~Income tax (expense) benefit for the nine months ended September 2017 includes $8.6 million of deferred tax expense related to GAAP and tax basis differences for LSG.~~

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


In thousands	September 2017		December 2016			September 2016
(In thousands)									June 2018		March 2018			June 2017
Cash									$	—	$	2,330		$	497
Accounts receivable, net	$	—	$	36,285		$	48,768		—		26,298			12,101
Inventories	—		98,025			102,450			—		55,610			49,920
Other current assets	—		1,535			2,009			—		1,247			864
Property, plant and equipment, net	315		13,640			14,297			—		15,021			16,266
Intangible assets	—		42,427			44,833			—		262,202			264,348
Goodwill	—		28,636			28,636			—		49,005			153,656
Other assets	—		692			770			—		3,961			2,831
Allowance to reduce assets to estimated fair value, less costs to sell									—		(42,094		)	—
Total assets of discontinued operations^(a)	$	315	$	221,240		$	241,763		$	—	$	373,580		$	500,483


Accounts payable	$	—	$	21,674		$	15,318		$	—	$	11,619		$	10,428
Accrued liabilities	—		13,531			9,765			—		10,658			15,293
Other liabilities	—		791			801			—		11,912			12,311
Deferred income tax liabilities^(b)	—		(4,081		)	(4,140		)	—		51,838			77,731
Total liabilities of discontinued operations^(a)	$	—	$	31,915		$	21,744		$	—	$	86,027		$	115,763


^(a)	Amounts at ~~December 2016 and September 2016~~June 2017 related to the Nautica^®brand business have been classified as current and long-term in the Consolidated Balance Sheets.


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

The cash flows related to discontinued operations have not been segregated, and are included in the Consolidated Statements of Cash Flows. There were no significant capital expenditures and operating noncash items for any periods presented. Depreciation and amortization expense was ~~$3.0 million and $10.9~~$3.1 million for the ~~nine~~three months ended ~~September 2017 and 2016, respectively.~~June 2017.

~~Note D – Sale of Accounts Receivable~~

VF Corporation Q1 2019 Form 10-Q 18

NOTE 6 — SALE OF ACCOUNTS RECEIVABLE

VF has an agreement with a financial institution to sell selected trade accounts receivable on a recurring, nonrecourse basis. Under the agreement, up to $367.5 million of VF’s accounts receivable may be sold to the financial institution and remain outstanding at any point in time. VF removes the accounts receivable from the Consolidated Balance Sheets at the time of sale. VF does not retain any interests in the sold accounts receivable but continues to service and collect outstanding accounts receivable on behalf of the financial institution. During the ~~first nine~~three months ofended June 2018 and 2017, VF sold total accounts receivable of ~~$871.6 million.~~$317.6 million and $299.7 million, respectively. As of ~~September~~

June 2018, March 2018 and June 2017, ~~December 2016 and September 2016, $191.4~~$212.8 million, ~~$209.5~~$191.2 million and ~~$212.3~~$199.3 million, respectively, of the sold accounts receivable had been removed from the Consolidated Balance Sheets but remained outstanding with the financial institution. The funding fee charged by the financial institution is included in the other income (expense), net line item in the Consolidated Statements of Income, and was ~~$0.8~~$1.6 million and ~~$2.7~~$1.0 million for the ~~third quarter~~three months ended June 2018 and ~~first nine months of~~ 2017, ~~respectively, and $0.8 million and $2.5 million for the third quarter and first nine months of 2016,~~ respectively. Net proceeds of this program are classified in operating activities in the Consolidated Statements of Cash Flows.

~~Note E – Inventories~~NOTE 7 — INVENTORIES


In thousands	September 2017		December 2016		September 2016
(In thousands)							June 2018		March 2018		June 2017
Finished products	$	1,717,516	$	1,278,504	$	1,706,612	$	1,766,072	$	1,654,137	$	1,462,010
Work-in-process	106,120		97,725		96,727		116,935		103,757		101,728
Raw materials	85,927		95,071		94,207		110,818		103,547		99,314
Total inventories	$	1,909,563	$	1,471,300	$	1,897,546	$	1,993,825	$	1,861,441	$	1,663,052

~~Note F – Intangible Assets~~NOTE 8 — INTANGIBLE ASSETS


				September 2017						December 2016					June 2018						March 2018
In thousands		Weighted Average Amortization Period	Amortization Method	Cost		Accumulated Amortization		Net Carrying Amount		Net Carrying Amount
(In thousands)													Weighted Average Amortization Period	Amortization Method	Cost		Accumulated Amortization		Net Carrying Amount		Net Carrying Amount
Amortizable intangible assets:
Customer relationships		20 years	Accelerated	$	265,725	$	134,246	$	131,479	$	128,422		17 years	Accelerated	$	370,718	$	143,481	$	227,237	$	201,544
License agreements		28 years	Accelerated	109,370		62,278		47,092		49,682			20 years	Accelerated	19,798		13,894		5,904		6,256
Trademark		16 years	Straight-line	58,132		6,358		51,774		54,499
Trademarks													16 years	Straight-line	58,932		9,283		49,649		50,623
Other		9 years	Straight-line	9,658		3,846		5,812		3,297			8 years	Straight-line	9,287		4,191		5,096		5,170
Amortizable intangible assets, net	Amortizable intangible assets, net							236,157		235,900		Amortizable intangible assets, net							287,886		263,593
Indefinite-lived intangible assets:	Indefinite-lived intangible assets:											Indefinite-lived intangible assets:
Trademarks and trade names	Trademarks and trade names							1,700,365		1,561,371		Trademarks and trade names							1,896,390		1,856,517
Intangible assets, net								$	1,936,522	$	1,797,271								$	2,184,276	$	2,120,110

Intangible assets increased during the three months ended June 2018 due to the addition of intangible assets from the Icebreakerand Altra acquisitions, which was partially offset by the impact of foreign currency fluctuations.

Amortization expense for the ~~third quarter and first nine~~three months ~~of 2017~~ended June 2018 was ~~$5.6 million and $16.3 million, respectively.~~$7.9 million. Based on the carrying amounts of amortizable intangible assets noted above, estimated amortization expense for the next five ~~12-month periods~~years beginning in ~~2017~~Fiscal 2019 is ~~$21.9~~$33.5 million, ~~$21.9~~$32.8 million, ~~$21.3~~$31.2 million, ~~$20.4~~$29.2 million and ~~$19.4~~$27.6 million, respectively.

Rock & Republic^® Impairment Analysis

The Rock & Republic^®brand has an exclusive wholesale distribution and licensing arrangement with Kohl's Corporation that covers all branded apparel, accessories and other merchandise. As of June 30, 2018, VF performed a quantitative impairment analysis of the

Rock & Republic^® amortizing trademark intangible asset to determine if the carrying value was recoverable. We determined this testing was necessary based on the expectation that certain customer contract terms would be modified. Management used the income-based relief-from-royalty method and the contractual 4% royalty rate to calculate the pre-tax undiscounted future cash flows. Based on the analysis performed, management concluded that the trademark intangible asset does not require further testing as the undiscounted cash flows exceeded the carrying value of $49.0 million.

It is possible that VF's conclusion regarding the recoverability of the intangible asset could change in future periods as there can be no assurance that the estimates and assumptions used in the analysis as of June 30, 2018 will prove to be accurate predictions of the future.

~~Note G – Goodwill~~

19 VF Corporation Q1 2019 Form 10-Q

NOTE 9 — GOODWILL

Changes in goodwill are summarized by ~~business~~reportable segment as follows:

In thousands
Outdoor &
Action Sports
Jeanswear Imagewear Sportswear Total
Balance, December 2016 $ 1,310,133
$ 210,765
$ 30,111
$ 157,314
$ 1,708,323
Impairment charge —
—
—
(104,651 ) (104,651 )
Currency translation 32,260
6,941
—
—
39,201
Balance, September 2017 $ 1,342,393
$ 217,706
$ 30,111
$ 52,663
$ 1,642,873



(In thousands)	Outdoor			Active			Work			Jeans			Total
Balance, March 2018	$	844,726		$	463,187		$	172,472		$	212,834		$	1,693,219
Fiscal 2019 acquisitions	149,882			—			—			—			149,882
Currency translation	(8,820		)	(12,772		)	(1,193		)	(4,154		)	(26,939		)
Balance, June 2018	$	985,788		$	450,415		$	171,279		$	208,680		$	1,816,162

~~During~~

In connection with the ~~third~~realignment of the Company's segment reporting structure, the Company allocated goodwill to any newly identified reporting units using a relative fair value approach as of the first day of the first quarter of ~~2017, VF performed an interim impairment analysis~~Fiscal 2019. Balances as of March 2018 have been retrospectively adjusted to reflect the ~~Nautica~~^® ~~reporting unit and recorded an impairment charge of $104.7 million.~~ ~~Nautica~~^®~~is part of the Sportswear coalition.~~ reallocation.

Refer to Note N14 for additional information ~~on fair value measurements.~~regarding the Company's reportable segments.

~~As of September 2017, accumulated~~Accumulated impairment charges for the ~~Outdoor & Action Sports~~Active segment were $31.1 million as of June 2018 and ~~Sportswear coalitions were $82.7 million and $163.2 million, respectively. As of December 2016, accumulated~~March 2018. No impairment charges ~~for~~were recorded during the ~~Outdoor & Action Sports and Sportswear coalitions were $82.7 million and $58.5 million, respectively.~~three months ended June 2018.

~~Note H – Pension Plans~~NOTE 10 - PENSION PLANS

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


	Three Months Ended September						Nine Months Ended September						Three Months Ended June
In thousands	2017			2016			2017			2016
(In thousands)													2018			2017
Service cost – benefits earned during the period	$	6,202		$	6,478		$	18,733		$	19,434		$	6,224		$	6,115
Interest cost on projected benefit obligations	14,730			16,991			44,254			51,066			16,013			14,709
Expected return on plan assets	(23,825		)	(24,869		)	(70,977		)	(74,714		)	(23,834		)	(23,797		)
Pension settlement charges													6,842			—
Pension curtailment losses													9,483			—
Amortization of deferred amounts:
Net deferred actuarial losses	10,030			16,303			31,414			48,928			8,822			10,002
Deferred prior service costs	643			645			2,000			1,937			669			645
Net periodic pension cost	$	7,780		$	15,548		$	25,424		$	46,651		$	24,219		$	7,674

The amounts reported in these disclosures have not been segregated between continuing and discontinued operations.

On April 1, 2018, VF adopted ASU 2017-07, "Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost", which requires the Company to disaggregate the service cost component from other components of net periodic pension cost. Accordingly, in the Consolidated Statements of Income, VF has reported the service cost component within operating income and the other components of net periodic pension cost (which include interest cost, expected return on plan assets, amortization of prior service costs or credits and actuarial gains and losses) in the other income (expense), net line item.

VF contributed ~~$7.8~~$21.7 million to its defined benefit plans during the ~~first nine~~three months ~~of 2017,~~ended June 2018, and intends to make approximately ~~$7.2~~$20.1 million of ~~additional~~ contributions during the remainder of ~~2017.~~Fiscal 2019.

In ~~conjunction with~~ the ~~sale~~first quarter of Fiscal 2019, VF approved a freeze of all future benefit accruals under the ~~licensing business,~~U.S. qualified defined benefit pension plan and the supplemental defined benefit pension plan, effective December 31, 2018. Accordingly, the Company recognized a ~~$1.1~~$9.5 million pension curtailment loss in the other income ~~(loss) from discontinued operations,~~(expense), net ~~of tax~~ line item in the Consolidated Statement of Income for the three months ended June 2018. Actuarial valuations were obtained as of June 30, 2018.

Additionally, VF reported $6.8 million in settlement charges in the ~~first nine~~other income (expense), net line item in the Consolidated Statement of Income for the three months ended June 2018 related to the recognition of ~~2017.~~deferred actuarial losses resulting from lump sum payments of retirement benefits in the supplemental defined benefit pension plan. An actuarial valuation was obtained as of April 30, 2018 ("April 2018").

Actuarial assumptions used in the interim valuations were reviewed and revised as appropriate. The discount rates used to determine pension obligations were as follows:



	June 2018		April 2018
U.S. qualified defined benefit pension plan	4.25	%	N/A
Supplemental defined benefit pension plan	4.24	%	4.22	%

VF Corporation Q1 2019 Form 10-Q 20

~~Note I – Capital and Accumulated Other Comprehensive Loss~~

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

Common Stock

During the ~~first nine~~three months ~~of 2017,~~ended June 2018, the Company ~~purchased 22.2 million~~did not purchase shares of Common Stock in open market transactions ~~for $1.2 billion~~ under its share repurchase program authorized by VF’s Board of Directors. ~~These transactions were treated as treasury stock transactions.~~

Common Stock outstanding is net of shares held in treasury which are, in substance, retired. ~~During the first nine months of 2017, VF restored 22.3 million treasury shares to an unissued status, after which they were no longer recognized as shares held in treasury.~~ There were no shares held in treasury at the end of ~~September 2017~~ June 2018, March 2018or ~~December 2016, and 2,600 shares held in treasury at the end of September 2016.~~June 2017. 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.

VF Common Stock is also held by the Company’s deferred compensation plans and is treated as treasury shares for financial reporting purposes. During the ~~first nine~~three months ~~of 2017,~~ended June 2018, the Company ~~purchased 6,540~~did not purchase shares of Common Stock in open market transactions ~~for $0.4 million.~~ related to its deferred compensation plans.

Balances related to shares held for deferred compensation plans were as follows:


In thousands, except share amounts	September 2017		December 2016		September 2016
(In thousands, except share amounts)							June 2018		March 2018		June 2017
Shares held for deferred compensation plans	320,615		439,667		450,067		210,124		284,785		343,975
Cost of shares held for deferred compensation plans	$	3,973	$	5,464	$	5,434	$	2,663	$	3,621	$	4,167

Accumulated Other Comprehensive ~~Loss~~Income (Loss)

Comprehensive income consists of net income and specified components of other comprehensive income (“OCI”), which relates to changes in assets and liabilities that are not included in net income under GAAP but are instead deferred and accumulated within a separate component of stockholders’ equity in the balance sheet. VF’s comprehensive income is presented in the Consolidated Statements of Comprehensive Income. The deferred components of OCI are reported, net of related income taxes, in accumulated OCI in stockholders’ equity, as follows:


In thousands	September 2017			December 2016			September 2016
(In thousands)										June 2018			March 2018			June 2017
Foreign currency translation and other	$	(567,964	)	$	(794,579	)	$	(670,551	)	$	(651,739	)	$	(476,869	)	$	(633,209	)
Defined benefit pension plans	(268,159		)	(302,697		)	(340,891		)	(230,517		)	(289,618		)	(275,089		)
Derivative financial instruments	(78,773		)	55,813			13,422			178			(97,543		)	(22,299		)
Accumulated other comprehensive loss	$	(914,896	)	$	(1,041,463	)	$	(998,020	)
Accumulated other comprehensive income (loss)										$	(882,078	)	$	(864,030	)	$	(930,597	)

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


	Three Months Ended September 2017												Three Months Ended June 2018
In thousands	Foreign Currency Translation and Other			Defined Benefit Pension Plans			Derivative Financial Instruments			Total
Balance, June 2017	$	(633,209	)	$	(275,089	)	$	(22,299	)	$	(930,597	)
(In thousands)													Foreign Currency Translation and Other			Defined Benefit Pension Plans			Derivative Financial Instruments			Total
Balance, March 2018													$	(476,869	)	$	(289,618	)	$	(97,543	)	$	(864,030	)
Other comprehensive income (loss) before reclassifications	65,245			—			(51,826		)	13,419			(174,870		)	40,228			83,271			(51,371		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			6,930			(4,648		)	2,282			—			18,873			14,450			33,323
Net other comprehensive income (loss)	65,245			6,930			(56,474		)	15,701			(174,870		)	59,101			97,721			(18,048		)
Balance, September 2017	$	(567,964	)	$	(268,159	)	$	(78,773	)	$	(914,896	)
Balance, June 2018													$	(651,739	)	$	(230,517	)	$	178		$	(882,078	)


	Three Months Ended September 2016												Three Months Ended June 2017
In thousands	Foreign Currency Translation and Other			Defined Benefit Pension Plans			Derivative Financial Instruments			Total
Balance, June 2016	$	(675,213	)	$	(351,298	)	$	25,056		$	(1,001,455	)
(In thousands)													Foreign Currency Translation and Other			Defined Benefit Pension Plans			Derivative Financial Instruments			Total
Balance, March 2017													$	(742,281	)	$	(281,721	)	$	35,962		$	(988,040	)
Other comprehensive income (loss) before reclassifications	4,662			—			5,896			10,558			109,072			—			(48,476		)	60,596
Amounts reclassified from accumulated other comprehensive income (loss)	—			10,407			(17,530		)	(7,123		)	—			6,632			(9,785		)	(3,153		)
Net other comprehensive income (loss)	4,662			10,407			(11,634		)	3,435			109,072			6,632			(58,261		)	57,443
Balance, September 2016	$	(670,551	)	$	(340,891	)	$	13,422		$	(998,020	)
Balance, June 2017													$	(633,209	)	$	(275,089	)	$	(22,299	)	$	(930,597	)

Nine Months Ended September 2017
In thousands Foreign Currency Translation and Other Defined Benefit Pension Plans Derivative Financial Instruments Total
Balance, December 2016 $ (794,579 ) $ (302,697 ) $ 55,813
$ (1,041,463 )
Other comprehensive income (loss) before reclassifications 226,615
12,253
(107,836 ) 131,032
Amounts reclassified from accumulated other comprehensive income (loss) —
22,285
(26,750 ) (4,465 )
Net other comprehensive income (loss) 226,615
34,538
(134,586 ) 126,567
Balance, September 2017 $ (567,964 ) $ (268,159 ) $ (78,773 ) $ (914,896 )

21 VF Corporation Q1 2019 Form 10-Q

Nine Months Ended September 2016
In thousands Foreign Currency Translation and Other Defined Benefit Pension Plans Derivative Financial Instruments Total
Balance, December 2015 $ (718,169 ) $ (372,195 ) $ 47,142
$ (1,043,222 )
Other comprehensive income (loss) before reclassifications 47,618
—
20,331
67,949
Amounts reclassified from accumulated other comprehensive income (loss) —
31,304
(54,051 ) (22,747 )
Net other comprehensive income (loss) 47,618
31,304
(33,720 ) 45,202
Balance, September 2016 $ (670,551 ) $ (340,891 ) $ 13,422
$ (998,020 )

Reclassifications out of accumulated OCI are as follows:

In thousands Affected Line Item in the Consolidated Statements of Income Three Months Ended September Nine Months Ended September
Details About Accumulated Other Comprehensive Income (Loss) Components
2017 2016 2017 2016
Amortization of defined benefit pension plans:
Net deferred actuarial losses
^(a)
$ (10,030 ) $ (16,303 ) $ (31,414 ) $ (48,928 )
Deferred prior service costs
^(a)
(643 ) (645 ) (2,000 ) (1,937 )
Pension curtailment loss Income (loss) from discontinued operations, net of tax —
—
(1,105 ) —
Total before tax (10,673 ) (16,948 ) (34,519 ) (50,865 )
Tax benefit 3,743
6,541
12,234
19,561
Net of tax (6,930 ) (10,407 ) (22,285 ) (31,304 )
Gains (losses) on derivative financial instruments:
Foreign exchange contracts Net sales 11,614
14,676
25,074
11,997
Foreign exchange contracts Cost of goods sold (4,164 ) 15,485
12,763
80,094
Foreign exchange contracts Selling, general and administrative expenses (882 ) (1,098 ) (1,212 ) (3,611 )
Foreign exchange contracts Other income (expense), net (774 ) 526
(688 ) 2,653
Interest rate contracts Interest expense (1,185 ) (1,131 ) (3,518 ) (3,356 )
Total before tax 4,609
28,458
32,419
87,777
Tax benefit (expense) 39
(10,928 ) (5,669 ) (33,726 )
Net of tax 4,648
17,530
26,750
54,051
Total reclassifications for the period Net of tax $ (2,282 ) $ 7,123
$ 4,465
$ 22,747



(In thousands) Details About Accumulated Other Comprehensive Income (Loss) Components	Affected Line Item in the Consolidated Statements of Income	Three Months Ended June
		Three Months Ended June
		2018			2017
Amortization of defined benefit pension plans:
Net deferred actuarial losses	Other income (expense), net	$	(8,822	)	$	(10,002	)
Deferred prior service costs	Other income (expense), net	(669		)	(645		)
Pension curtailment losses and settlement charges	Other income (expense), net	(16,325		)	—
Total before tax		(25,816		)	(10,647		)
Tax benefit		6,943			4,015
Net of tax		(18,873		)	(6,632		)
Gains (losses) on derivative financial instruments:
Foreign exchange contracts	Net sales	945			7,047
Foreign exchange contracts	Cost of goods sold	(11,938		)	5,653
Foreign exchange contracts	Selling, general and administrative expenses	(2,698		)	(243		)
Foreign exchange contracts	Other income (expense), net	(1,393		)	37
Interest rate contracts	Interest expense	(1,233		)	(1,175		)
Total before tax		(16,317		)	11,319
Tax benefit (expense)		1,867			(1,534		)
Net of tax		(14,450		)	9,785
Total reclassifications for the period, net of tax		$	(33,323	)	$	3,153


^(a)	~~These accumulated OCI components are included in the computation of net periodic pension cost (refer to Note H for additional details).~~

~~Note J – Stock-based Compensation~~

VF Corporation Q1 2019 Form 10-Q 22

NOTE 12 — STOCK-BASED COMPENSATION

During the ~~first nine~~three months ~~of 2017,~~ended June 2018, VF granted stock options to employees ~~and nonemployee members of VF’s Board of Directors~~ to purchase ~~3,508,940~~43,110 shares of its Common Stock at ~~a weighted average~~an exercise price of ~~$53.68~~$77.23 per share. The exercise price of each option granted was equal to the fair market value of VF Common Stock on the date of grant. Employee stock options vest in equal annual installments over three years. ~~Stock options granted to nonemployee members of VF’s Board of Directors become exercisable one year from the date of grant.~~

The grant date fair value of each option award is calculated using a lattice option-pricing valuation model, which incorporates a range of assumptions for inputs as follows:



	~~2017~~	Three Months Ended June 2018
Expected volatility	~~23%~~	24% to ~~30%~~29%
Weighted average expected volatility	~~24%~~	25%
Expected term (in years)	~~6.3~~	6.1 to ~~7.7~~7.5
Weighted average dividend yield	~~2.8%~~	2.7%
Risk-free interest rate	~~0.7%~~	2.1% to ~~2.4%~~3.0%
Weighted average fair value at date of grant		$~~9.90~~16.00

Also during the ~~first nine~~three months ~~of 2017,~~ended June 2018, VF granted ~~615,937~~9,185 performance-based restricted stock units (“RSU”) to employees that enable them to receive shares of VF Common Stock at the end of a three-year ~~period.~~performance cycle. Each performance-based RSU has a potential final payout ranging from zero to two shares of VF Common Stock. The number of shares earned by participants, if any, is based on achievement of a three-year ~~baseline profitability goal and annually established performance goals~~financial targets set by the Talent and Compensation Committee of the Board of Directors. Shares are issued to participants in the year following the conclusion of ~~each~~the three-year performance period. The ~~weighted average~~ fair market value of VF Common Stock at the date the units were granted was ~~$53.69~~$77.23 per share.

The actual number of performance-based RSUs earned may also be adjusted upward or downward by 25% of the target award, based on how VF’s total shareholder return (“TSR”) over the three-year period compares to the TSR for companies included in the Standard & Poor’s 500 Consumer Discretionary Index. The grant date fair value of the TSR-based adjustment related to the ~~2017~~ performance-based RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was ~~$2.67~~$4.61 per share.

VF granted 17,964 nonperformance-based RSUs to nonemployee members of the Board of Directors during the first quarter of 2017. These units vest upon grant and will be settled in shares of VF Common Stock one year from the date of grant. The fair market value of VF Common Stock at the date the units were granted was $53.47 per share.

~~VF granted 186,447~~41,666 nonperformance-based RSUs to certain key employees in international jurisdictions during the ~~first nine~~three months ~~of 2017.~~ended June 2018. These units generally vest over periods of up to ~~four~~three 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 $76.82 per share.

In addition, VF granted 10,676 nonperformance-based RSUs to employees during the three months ended June 2018. These awards generally vest 50% over a two-year period and 50% over a four-year period from the date of grant and entitle the holder to one share of VF Common Stock. The fair market value of VF Common Stock at the date the units were granted was ~~$57.70.~~$77.23 per share.

For all nonperformance-based RSUs granted during the three months ended June 2018, dividend equivalents accrue and are payable in additional shares of VF Common Stock at the vesting date. Dividend equivalents are subject to the same risk of forfeiture as the nonperformance-based RSUs.

VF granted ~~385,915~~15,323 restricted shares of VF Common Stock to certain members of management during the ~~first nine~~three months ~~of 2017.~~ended June 2018. These shares vest over periods of up to ~~five~~four years from the date of grant. The weighted average fair market value of VF Common Stock at the ~~date~~dates the shares were granted was ~~$55.74~~$79.66 per share.

23 VF Corporation Q1 2019 Form 10-Q

NOTE 13 — INCOME TAXES

On December 22, 2017, the U.S. government enacted the Tax Act, which included a broad range of complex provisions impacting the taxation of multi-national companies. Generally, accounting for the impacts of newly enacted tax legislation is required to be completed in the period of enactment; however, in response to the complexities and ambiguity surrounding the Tax Act, the SEC released SAB 118 to provide companies with relief around the initial accounting for the Tax Act. Pursuant to SAB 118, the SEC has provided a one-year measurement period for companies to analyze and finalize accounting for the Tax Act. During the one-year measurement period, SAB 118 allows companies to recognize provisional amounts when reasonable estimates can be made for the impacts resulting from the Tax Act.

During the fourth quarter of 2017, VF recognized a provisional charge of approximately $465.5 million to reflect the impacts resulting from the Tax Act, primarily comprised of approximately $512.4 million related to the transition tax and approximately $89.5 million of tax benefits related to revaluing U.S. deferred tax assets and liabilities using the new U.S. corporate tax rate of 21%. Other provisional charges of $42.6 million were primarily related to U.S. federal and state tax on foreign income and dividends and establishing a deferred tax liability for foreign withholding taxes as the Company is not asserting indefinite reinvestment on short-term liquid assets of certain foreign subsidiaries. All other foreign earnings, including basis differences of certain foreign subsidiaries, continue to be considered indefinitely reinvested. All amounts recorded in 2017 related to the Tax Act remain provisional.

Under GAAP, companies are allowed to make an accounting policy election to either treat taxes resulting from global intangible low-tax income ("GILTI") as a current-period expense when they are incurred or factor such amounts into the measurement of deferred taxes. The Company has not completed its analysis related to this accounting policy election and has therefore considered the taxes resulting from GILTI as a current-period expense for the three-month period ended June 2018. See Note ~~K – Income Taxes~~2 for additional discussion on GILTI policy election.

The Tax Act has significant complexity and our final tax liability may materially differ from provisional estimates due to additional guidance and regulations that may be issued by the U.S. Treasury Department, the Internal Revenue Service ("IRS") and state and local tax authorities, and for VF's finalization of the relevant calculations required by the new tax legislation. VF will finalize accounting for the Tax Act during the one-year measurement period, and any adjustments to the provisional amounts will be included in income tax expense or benefit in the appropriate periods, and disclosed if material, in accordance with guidance provided by SAB 118.

The effective income tax rate for the ~~first nine~~three months ~~of 2017~~ended June 2018 was ~~18.4%~~14.2% compared to ~~17.9%~~21.2% in the ~~first nine~~2017 period. The three months ~~of 2016. The first nine months of 2017~~ended June 2018 included a net discrete tax benefit of ~~$14.4~~$6.6 million, which included a ~~$12.5~~$6.4 million tax benefit related to stock compensation, ~~$4.1~~$1.1 million of net tax ~~benefits~~expense related to unrecognized tax benefits and interest, a $2.9 million net tax benefit related to adjustments to provisional amounts recorded in 2017 under the ~~realization~~Tax Act and $1.6 million of tax expense related to adjustments to previously recognized state income tax credits. The $6.6 million net discrete tax benefit in the three months ended June 2018 reduced the effective income tax rate by 3.5%. The 2017 period included a net discrete tax expense of $1.1 million, which included a $2.0 million tax benefit related to stock compensation, $1.2

million of net tax expense related to unrecognized tax benefits and interest, and $1.9 million of discrete tax expense related to the effects of tax rate changes. The ~~$14.4~~$1.1 million net discrete tax ~~benefit~~expense in the 2017 ~~reduced~~period increased the effective income tax rate by 1.6%. The first nine months of 2016 included a net discrete tax benefit of $40.3 million, which included a $26.3 million tax benefit related to the early adoption of the accounting standards update on stock compensation, $15.6 million of net tax benefits related to the realization of previously unrecognized tax benefits and interest, and $4.1 million of discrete tax expense related to the effects of tax rate changes. The $40.3 million net discrete tax benefit in 2016 reduced the effective income tax rate by 3.8%0.9%. Without discrete items, the effective income tax rate for the ~~first nine~~three months ~~of 2017~~ended June 2018 decreased by ~~1.7%~~2.6% compared with the ~~2016~~2017 period primarily due to a ~~higher percentage of~~lower U.S. corporate income ~~in lower~~ tax rate ~~jurisdictions and the impact of early adopting the accounting standards update regardingintra-entity asset transfers, partially offset by the impact of goodwill impairment recorded in the quarter.~~that was effective beginning January 1, 2018.

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”)~~IRS examinations for tax years through ~~2012~~2014 have been effectively settled. The examination of Timberland’s 2011 tax return is ongoing. The IRS has proposed material adjustments to Timberland’s 2011 tax return that would significantly impact ~~the timing of cash~~ tax ~~payments~~expense and assessment of interest charges. The Company has formally disagreed with the proposed adjustments. During 2015, VF filed a petition to the U.S. Tax Court to begin the process of resolving this matter, but it has not yet reached a resolution. In addition, VF is currently subject to examination by various state and international tax authorities. Management regularly assesses the potential outcomes of both ongoing and future examinations for the current and prior years, and has concluded that VF’s provision for income taxes is adequate. The outcome of any one examination is not expected to have a material impact on VF’s consolidated financial statements. Management believes that some of these audits and negotiations will conclude during the next 12 months.

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. In February 2015, the European Union Commission (“EU”) opened a state aid investigation into Belgium’s rulings. On January 11, 2016, the EU announced its decision that these rulings were illegal and ordered that tax benefits granted under these rulings should be collected from the affected companies, including VF. On March 22, 2016, the Belgium government filed an appeal seeking annulment of the EU decision. Additionally, on June 21, 2016, VF Europe BVBA filed its own application for annulment of the EU decision. Both of the listed requests for annulment remain open and unresolved.

On December 22, 2016, Belgium adopted a law which entitled the Belgium tax authorities to issue tax assessments, and demand timely payments from companies which benefited from the excess profits regime. On January 10, 2017, VF Europe BVBA received an assessment for €31.9 million tax and interest related to excess profits benefits received in prior years. VF Europe BVBA remitted €31.9 million ($33.9 million) on January 13, 2017, which was recorded as an income tax receivable based on the expected success of the aforementioned requests for annulment. An additional assessment of €3.1 million ($3.8 million) was received and paid in January 2018. If this matter is adversely resolved, these amounts will not be collected by VF.

During the ~~first nine~~three months ~~of 2017,~~ended June 2018, the amount of net unrecognized tax benefits and associated interest increased by ~~$2.6~~$2.5 million to ~~$153.1~~$171.5 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 ~~$19.1~~$13.0 million related to the completion of examinations and other settlements with tax authorities and the expiration of statutes of limitations, of which ~~$16.9~~$12.0 million would reduce income tax expense.

~~Note L – Business~~

VF Corporation Q1 2019 Form 10-Q 24

NOTE 14 — REPORTABLE SEGMENT INFORMATION

In light of recently completed portfolio management actions and organizational realignments, the Company has realigned its internal reporting structure to reflect the organizational changes to better support and assess the operations of the business. The chief operating decision maker allocates resources and assesses performance based on a global brand view which represents VF's

operating segments. The operating segments have been evaluated and combined into reportable segments because they have met the similar economic characteristics and qualitative aggregation criteria set forth in the relevant accounting guidance. Based on this assessment, the Company's new reportable segments have been identified as: Outdoor, Active, Work and Jeans.

Below is a description of VF's reportable segments and the primary brands included within each:



REPORTABLE SEGMENT		PRIMARY BRANDS
Outdoor - Outdoor apparel, footwear and equipment		The North Face^®
		Timberland^®(excluding Timberland PRO^®)
		Smartwool^®
		Icebreaker^®
		Altra^®

Active - Active apparel, footwear and accessories		Vans^®
		Kipling^®
		Napapijri^®
		JanSport^®
		Reef^®
		Eastpak^®
		Eagle Creek^®

Work - Work and work-inspired lifestyle apparel, footwear and occupational apparel		Dickies^®
		Bulwark^®
		Red Kap^®
		Timberland PRO^®
		Wrangler^® RIGGS
		Walls^®
		Terra^®
		Kodiak^®
		Horace Small^®

Jeans - Denim and casual apparel		Wrangler^®(excluding Wrangler^® RIGGS)
		Lee^®
		Rock and Republic^®

Other - included in the tables below for purposes of reconciliation of revenues and profit, but it is not considered a reportable segment. Includes sales of non-VF products at VF Outlet^® stores and results from transition services related to the sale of the Nautica^®brand business.

In the tables below, the Company has recast historical financial information to reflect the new reportable segments. The recast historical information has no impact on the Company's previously reported consolidated financial statements.

The results of Williamson-Dickie have been included in the Work segment since the October 2, 2017 acquisition date. The results of Kipling North America, which were previously included in the former Sportswear segment, have been included in the Active segment for all periods presented. The results of Icebreaker and

Altra have been included in the Outdoor segment since their acquisition dates of April 3, 2018 and June 1, 2018, respectively.

The primary financial measures used by management to evaluate the financial results of VF's reportable segments are segment revenues and segment profit. Segment ~~Information~~profit comprises the operating income and other income (expense), net line items of each segment.

~~VF’s businesses are grouped into product categories, and by brands within those product categories,~~Accounting policies used for internal ~~financial~~management reporting ~~used~~at the individual segments are consistent with those in Note A of the 2017

25 VF Corporation Q1 2019 Form 10-Q

Form 10-K, except as stated below. Corporate costs (other than common costs allocated to the segments), impairment charges and net interest expense are not controlled by ~~management. These groupings~~segment management and therefore are excluded from the measurement of ~~businesses within VF~~segment profit. Common costs such as information systems processing, retirement benefits and insurance are ~~referred~~allocated from corporate costs to the segments based on appropriate metrics such as ~~“coalitions”~~usage or employment. Corporate costs that are not allocated to the segments consist of corporate headquarters expenses (including compensation and benefits of corporate

management and staff, certain legal and professional fees and administrative and general costs) and other expenses which include a portion of defined benefit pension costs, development costs for management information systems, costs of registering, maintaining and enforcing certain of VF's trademarks and miscellaneous consolidated costs. Defined benefit pension plans in the U.S. are centrally managed. The current year service component of pension costs is allocated to the ~~basis for VF’s reportable segments.~~ segments, while the remaining pension cost components are reported in corporate and other expenses.

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

Three Months Ended September Nine Months Ended September
In thousands 2017 2016 2017 2016
Coalition revenues:
Outdoor & Action Sports $ 2,502,590
$ 2,326,436
$ 5,647,587
$ 5,378,272
Jeanswear 697,701
701,416
1,945,950
2,041,186
Imagewear 138,885
127,992
423,859
404,633
Sportswear 140,272
140,705
352,848
373,977
Other 29,370
31,167
79,832
84,531
Total coalition revenues $ 3,508,818
$ 3,327,716
$ 8,450,076
$ 8,282,599
Coalition profit: ^(a)

Outdoor & Action Sports $ 524,489
$ 491,015
$ 877,206
$ 842,378
Jeanswear 121,218
142,427
323,994
388,564
Imagewear 22,377
23,981
72,349
74,497
Sportswear 17,488
15,080
27,764
26,156
Other (737 ) (341 ) (3,225 ) (3,523 )
Total coalition profit 684,835
672,162
1,298,088
1,328,072
Impairment of goodwill ^(b)
(104,651 ) —
(104,651 ) —
Corporate and other expenses ^(a)
(96,567 ) (65,012 ) (252,044 ) (211,910 )
Interest expense, net (22,537 ) (22,568 ) (63,332 ) (63,982 )
Income from continuing operations before income taxes $ 461,080
$ 584,582
$ 878,061
$ 1,052,180



	Three Months Ended June
(In thousands)	2018			2017
Segment revenues:
Outdoor	$	568,600		$	536,250
Active	1,136,937			909,290
Work	442,602			206,857
Jeans	603,767			587,903
Other	36,240			28,320
Total segment revenues	$	2,788,146		$	2,268,620
Segment profit:
Outdoor	$	(83,495	)	$	(62,018	)
Active	269,197			184,628
Work	55,244			34,159
Jeans	87,049			81,258
Other	2,160			(322		)
Total segment profit	330,155			237,705
Corporate and other expenses ^(a)	(119,939		)	(81,246		)
Interest expense, net	(23,884		)	(20,607		)
Income from continuing operations before income taxes	$	186,332		$	135,852

^(a)

Certain corporate overhead and other costs of ~~$6.0~~$4.2 million ~~and $18.2 million~~ for the three ~~and nine-month periods~~-month period ended ~~September 2016, respectively,~~June 2017, previously allocated to the ~~Imagewear~~former Sportswear and Outdoor & Action Sports ~~coalitions~~segments for segment reporting purposes, have been reallocated to continuing operations as discussed in Note C.


^(b)5.	Represents goodwill impairment charge in 2017 related to the Sportswear coalition as discussed in Notes G and N. The impairment charge was excluded from the profit of the Sportswear coalition since it is not part of the ongoing operations of the business.

~~Note M~~NOTE 15 – ~~Earnings Per Share~~EARNINGS PER SHARE


	Three Months Ended September				Nine Months Ended September				Three Months Ended June
In thousands, except per share amounts	2017		2016		2017		2016
(In thousands, except per share amounts)									2018		2017
Earnings per share – basic:
Income from continuing operations	$	386,764	$	485,224	$	716,308	$	863,652	$	159,953	$	107,092
Weighted average common shares outstanding	393,258		413,461		400,771		417,067		394,165		397,065
Earnings per share from continuing operations	$	0.98	$	1.17	$	1.79	$	2.07	$	0.41	$	0.27
Earnings per share – diluted:
Income from continuing operations	$	386,764	$	485,224	$	716,308	$	863,652	$	159,953	$	107,092
Weighted average common shares outstanding	393,258		413,461		400,771		417,067		394,165		397,065
Incremental shares from stock options and other dilutive securities	4,126		5,779		3,848		6,410		5,383		3,447
Adjusted weighted average common shares outstanding	397,384		419,240		404,619		423,477		399,548		400,512
Earnings per share from continuing operations	$	0.97	$	1.16	$	1.77	$	2.04	$	0.40	$	0.27

For the three months ended June 2018, all outstanding options to purchase shares were dilutive and included in the calculation of diluted earnings per share. Outstanding options to purchase ~~4.9~~10.3 million ~~and 8.6 million~~ shares ~~of Common Stock~~ were excluded from the ~~calculations~~calculation of diluted earnings per share for the ~~three and nine-month periods~~three-month period ended ~~September~~June 2017 ~~respectively, and options to purchase 5.2~~

~~million and 5.3 million shares were excluded from the calculations of diluted earnings per share for the three and nine-month periods ended September 2016, respectively,~~ because the effect of their inclusion would have been ~~antidilutive to those periods.~~ antidilutive.

VF Corporation Q1 2019 Form 10-Q 26

In addition, 0.9 million and 1.1 million shares of performance-based RSUs were excluded from the calculations of diluted earnings per share for ~~both~~ the ~~three and nine-month~~three-month periods ended ~~September~~June 2018 and June 2017, ~~and 1.0 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 September 2016~~respectively, because these units were not considered to be contingent outstanding shares in those periods.

~~Note N~~NOTE 16 – ~~Fair Value Measurements~~FAIR VALUE MEASUREMENTS

Financial assets and financial liabilities measured and reported at fair value are classified in a three-level hierarchy that prioritizes the inputs used in the valuation process. A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The hierarchy is based on the observability and objectivity of the pricing inputs, as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable

data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data.

Level 3 — Prices or valuation techniques that require significant unobservable data inputs. These inputs would normally be VF’s own data and judgments about assumptions that market participants would use in pricing the asset or liability.

Recurring Fair Value Measurements

The following table summarizes financial assets and financial liabilities that are measured and recorded in the consolidated financial statements at fair value on a recurring basis:


	Total Fair Value		Fair Value Measurement Using ^(a)						Total Fair Value		Fair Value Measurement Using ^(a)
In thousands			Level 1		Level 2		Level 3
September 2017
(In thousands)									Total Fair Value		Level 1		Level 2		Level 3
June 2018
Financial assets:
Cash equivalents:
Money market funds	$	405,045	$	405,045	$	—	$	—	$	237,797	$	237,797	$	—	$	—
Time deposits	8,307		8,307		—		—		4,266		4,266		—		—
Derivative financial instruments	26,658		—		26,658		—		53,417		—		53,417		—
Investment securities	202,721		189,744		12,977		—		192,065		182,063		10,002		—
Financial liabilities:
Derivative financial instruments	89,212		—		89,212		—		34,189		—		34,189		—
Deferred compensation	233,151		—		233,151		—		216,263		—		216,263		—
December 2016
									Total Fair Value		Fair Value Measurement Using ^(a)
(In thousands)											Level 1		Level 2		Level 3
March 2018
Financial assets:
Cash equivalents:
Money market funds	$	840,842	$	840,842	$	—	$	—	$	185,118	$	185,118	$	—	$	—
Time deposits	14,774		14,774		—		—		7,714		7,714		—		—
Derivative financial instruments	103,340		—		103,340		—		31,400		—		31,400		—
Investment securities	196,738		179,673		17,065		—		194,160		183,802		10,358		—
Financial liabilities:
Derivative financial instruments	25,574		—		25,574		—		106,174		—		106,174		—
Deferred compensation	232,214		—		232,214		—		227,808		—		227,808		—


^(a)	There were no transfers among the levels within the fair value hierarchy during the ~~first nine~~three months ~~of 2017~~ended June 2018 or ~~the year ended December 2016.~~March 2018.

VF’s cash equivalents include money market funds and short-term time deposits that approximate fair value based on Level 1 measurements. The fair value of derivative financial instruments, which consist of ~~forward~~ foreign ~~currency~~ exchange forward contracts, is determined based on observable market inputs (Level 2), including spot and forward exchange rates for foreign currencies, and

considers the

credit risk of the Company and its counterparties. Investment securities are held in VF’s deferred compensation plans as an economic hedge of the related deferred compensation liabilities. These investments are classified as trading securities and primarily include mutual funds (Level 1) that are valued based on quoted prices in active markets and a separately managed ~~fixed-income~~fixed-

27 VF Corporation Q1 2019 Form 10-Q

income fund (Level 2) with underlying investments that are valued based on quoted prices for similar assets in active markets or quoted prices in inactive markets for identical assets. 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.

All other 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 ~~September 2017~~June 2018 and ~~December 2016,~~March 2018, their carrying values approximated their fair values. Additionally, at ~~September 2017~~June 2018 and ~~December 2016,~~March 2018, the carrying values of VF’s long-term debt, including the current portion, were ~~$2,398.1~~$2,162.8 million and ~~$2,292.9~~$2,218.8 million, respectively, compared with fair values of ~~$2,614.6~~$2,325.2 million and ~~$2,486.6~~$2,403.9 million at those respective dates. Fair value for long-term debt is a Level 2 estimate based on quoted market prices or values of comparable borrowings.

Nonrecurring Fair Value Measurements

Certain non-financial assets, primarily property, plant and equipment, goodwill and intangible assets, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, these assets are required to be assessed for impairment whenever events or circumstances indicate that their carrying value may not be fully recoverable, and at least annually for goodwill and indefinite-lived intangible assets. In the event an impairment is required, the asset is adjusted to estimated fair value, using market-based assumptions.

~~The Company recorded $8.6 million of fixed asset impairments in the third quarter~~See Critical Accounting Policies and ~~first nine months of 2017,~~Estimates within Management's Discussion and the charges are recorded in the selling, general and administrative expenses line item in the Consolidated Statements of Income. There were no significant impairment charges related to property, plant and equipment in the third quarter and first nine months of 2016.

~~Subsequent to our annual impairment testing completed in the fourth quarter of 2016, the Company continued to monitor the actual performance of the~~ ~~Nautica~~^®~~brand reporting unit and determined that there were no triggering events in the first and second quarters of fiscal 2017. On August 26, 2017, management commenced a strategic assessment of the~~ ~~Nautica~~^®~~brand which was considered a triggering event~~Analysis for ~~the reporting unit and trademark intangible asset.~~

~~The~~ ~~Nautica~~^® ~~brand was acquired in 2003 and sells sportswear in the U.S. through department stores, specialty stores, VF-operated stores and online. It also has significant global licensing arrangements. The~~ ~~Nautica~~^®brand is part of the Sportswear coalition and represents substantially all of the coalition’s goodwill value. As part of the 2009 annual impairment analysis,VF recorded an impairment charge of $58.5 million to write the goodwill down to its estimatedadditional discussion regarding non-recurring fair ~~value. The remaining book values of the goodwill and trademark intangible asset at the 2017 testing date were $153.7 million and $217.4 million, respectively.~~

The impairment testing of goodwill and the trademark intangible asset utilized significant unobservable inputs (Level 3) to determine the estimated fair value. As a result of the interim impairment testing performed, VF recognized a goodwill impairment charge of $104.7 million in the Consolidated Statements of Income forvalue measurements during the three ~~and nine~~ months ended September 2017. VF early adopted the recently issued accounting guidance that simplifies the subsequent measurement of goodwill and calculated the impairment charge as the difference between the carrying value of the reporting unit and the estimated fair value. The estimated fair value of the trademark intangible asset exceeded its carrying value by a substantial amount and thus the asset was not impaired.June 2018.

~~The estimated fair value of the~~ ~~Nautica~~^®reporting unit for goodwill impairment testing was determined using a combination of two valuation methods: an income approach and a market approach. The income approach was based on projected future (debt-free) cash flows that were discounted to present value and assumed a terminal growth value. The discount rate was based on the reporting unit’s weighted average cost of capital (“WACC”) that takes market participant assumptions into consideration. For the market approach, management used both the guideline company and similar transaction methods. The guideline company method analyzed market multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) for a group of comparable public companies. The market multiples used in the valuation were based on the relative strengths and weaknesses of the reporting unit compared to the selected guideline companies. Under the similar transactions method, valuation multiples were calculated utilizing actual transaction prices and revenue/EBITDA data from target companies deemed similar to the reporting unit.

~~Management used the income-based relief-from-royalty method to value the~~ ~~Nautica~~^®trademark intangible asset. Under this method, revenues expected to be generated by the trademark were multiplied by a selected royalty rate. The royalty rate was selected based on consideration of i) royalty rates included in active license agreements, ii) royalty rates received by market participants in the apparel industry, and iii) the current performance of the reporting unit. The estimated after-tax royalty revenue

~~stream was then discounted to present value using the reporting unit’s WACC plus a spread that factors in the risk of the intangible asset.~~

~~Management’s revenue and profitability forecasts used in the~~ ~~Nautica~~^®~~reporting unit and intangible asset valuations considered recent and historical~~ ~~Nautica~~^®~~performance, strategic initiatives for the~~ ~~Nautica~~^®~~reporting unit and industry trends. Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of these businesses.~~

~~Key assumptions developed by VF management and used in the quantitative analysis include:~~

~~Near-term revenue declines with later-term improvements over the projection period.~~

~~Improved profitability over the projection period, trending consistent with revenues.~~

~~Royalty rates based on active license agreements of the brand.~~

~~Market-based discount rates.~~

~~It is possible VF’s conclusions regarding impairment of the~~ ~~Nautica~~^® reporting unit goodwill or trademark intangible asset could change in future periods. There can be no assurance the estimates and assumptions used in our goodwill and intangible asset impairment testing performed in the third quarter of 2017 will prove to be accurate predictions of the future. For example, variations in our assumptions related to discount rates, comparable company market approach inputs, business performance and execution of planned growth strategies could impact future conclusions. A future impairment charge for goodwill or intangible assets could have a material effect on VF’s consolidated financial position and results of operations.

~~Note O~~NOTE 17 – ~~Derivative Financial Instruments and Hedging Activities~~DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Summary of Derivative Financial Instruments

All of VF’s outstanding derivative financial instruments are ~~forward~~ foreign ~~currency~~ exchange forward contracts. Although derivatives meet the criteria for hedge accounting at the inception of the hedging relationship, a limited number of derivative contracts intended to hedge assets and liabilities are not designated as hedges for accounting purposes. The notional amounts of all outstanding derivative contracts were ~~$2.4 billion at September 2017, and $2.2~~$2.9 billion at both ~~December 2016~~June 2018 and ~~September 2016,~~March 2018 and

$2.4 billionatJune 2017, consisting primarily of contracts hedging exposures to the euro, British pound, Canadian dollar, Mexican peso, Swiss franc, ~~Mexican peso,~~ Swedish krona, South Korean won, Japanese yen, Polish zloty and ~~Turkish lira.~~New Zealand dollar. Derivative contracts have maturities up to 20 months.

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


	Fair Value of Derivatives with Unrealized Gains						Fair Value of Derivatives with Unrealized Losses									Fair Value of Derivatives with Unrealized Gains						Fair Value of Derivatives with Unrealized Losses
In thousands	September 2017		December 2016		September 2016		September 2017			December 2016			September 2016

(In thousands)																June 2018		March 2018		June 2017		June 2018			March 2018			June 2017
Foreign currency exchange contracts designated as hedging instruments	$	26,451	$	103,340	$	75,497	$	(88,593	)	$	(25,292	)	$	(31,996	)	$	53,417	$	21,496	$	36,265	$	(33,984	)	$	(105,795	)	$	(52,447	)
Foreign currency exchange contracts not designated as hedging instruments	207		—		—		(619		)	(282		)	(185		)	—		9,904		—		(205		)	(379		)	(187		)
Total derivatives	$	26,658	$	103,340	$	75,497	$	(89,212	)	$	(25,574	)	$	(32,181	)	$	53,417	$	31,400	$	36,265	$	(34,189	)	$	(106,174	)	$	(52,634	)

VF records and presents the fair values of all of its derivative assets and liabilities in the Consolidated Balance Sheets on a gross basis, even though they are subject to master netting agreements. If VF were to offset and record the asset and liability balances of its ~~forward~~ foreign ~~currency~~ exchange forward contracts on a net basis in accordance with the terms of its master netting agreements, the amounts presented in the Consolidated Balance Sheets would be adjusted from the current gross presentation to the net amounts as detailed in the following table:


	September 2017						December 2016						September 2016						June 2018						March 2018						June 2017
In thousands	Derivative Asset			Derivative Liability			Derivative Asset			Derivative Liability			Derivative Asset			Derivative Liability

(In thousands)																			Derivative Asset			Derivative Liability			Derivative Asset			Derivative Liability			Derivative Asset			Derivative Liability
Gross amounts presented in the Consolidated Balance Sheets	$	26,658		$	(89,212	)	$	103,340		$	(25,574	)	$	75,497		$	(32,181	)	$	53,417		$	(34,189	)	$	31,400		$	(106,174	)	$	36,265		$	(52,634	)
Gross amounts not offset in the Consolidated Balance Sheets	(26,001		)	26,001			(22,341		)	22,341			(19,328		)	19,328			(30,304		)	30,304			(20,918		)	20,918			(31,054		)	31,054
Net amounts	$	657		$	(63,211	)	$	80,999		$	(3,233	)	$	56,169		$	(12,853	)	$	23,113		$	(3,885	)	$	10,482		$	(85,256	)	$	5,211		$	(21,580	)

VF Corporation Q1 2019 Form 10-Q 28

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


In thousands	September 2017			December 2016			September 2016
(In thousands)										June 2018			March 2018			June 2017
Other current assets	$	23,387		$	84,519		$	66,231		$	32,144		$	26,741		$	30,780
Accrued liabilities	(75,266		)	(18,574		)	(28,852		)	(32,508		)	(96,087		)	(32,299		)
Other assets	3,271			18,821			9,266			21,273			4,659			5,485
Other liabilities	(13,946		)	(7,000		)	(3,329		)	(1,681		)	(10,087		)	(20,335		)

Cash Flow Hedges

VF uses derivative contracts primarily to hedge a portion of the exchange risk for its forecasted sales, purchases, production costs, operating costs and intercompany royalties. The effects of cash flow hedging included in VF’s Consolidated Statements of Income and Consolidated Statements of Comprehensive Income are summarized as follows:


In thousands	Gain (Loss) on Derivatives Recognized in OCI Three Months Ended September					Gain (Loss) on Derivatives Recognized in OCI Nine Months Ended September
(In thousands)											Gain (Loss) on Derivatives Recognized in OCI Three Months Ended June

Cash Flow Hedging Relationships	2017			2016		2017			2016		2018		2017
Foreign currency exchange	$	(51,147	)	$	9,571	$	(117,580	)	$	32,837	$	94,629	$	(56,339	)


In thousands	Gain (Loss) Reclassified from Accumulated OCI into Income Three Months Ended September						Gain (Loss) Reclassified from Accumulated OCI into Income Nine Months Ended September
(In thousands)													Gain (Loss) Reclassified from Accumulated OCI into Income Three Months Ended June

Location of Gain (Loss)	2017			2016			2017			2016			2018			2017
Net sales	$	11,614		$	14,676		$	25,074		$	11,997		$	945		$	7,047
Cost of goods sold	(4,164		)	15,485			12,763			80,094			(11,938		)	5,653
Selling, general and administrative expenses	(882		)	(1,098		)	(1,212		)	(3,611		)	(2,698		)	(243		)
Other income (expense), net	(774		)	526			(688		)	2,653			(1,393		)	37
Interest expense	(1,185		)	(1,131		)	(3,518		)	(3,356		)	(1,233		)	(1,175		)
Total	$	4,609		$	28,458		$	32,419		$	87,777		$	(16,317	)	$	11,319

Derivative Contracts Not Designated as Hedges

VF uses derivative contracts to manage foreign currency exchange risk on third-party accounts receivable and payable, as well as intercompany borrowings. These contracts are not designated as hedges and are recorded at fair value in the Consolidated Balance Sheets. Changes in the fair values of these instruments are recognized directly in earnings. Gains or losses on these contracts largely offset the net transaction ~~gains~~losses or ~~losses~~gains on the related assets and liabilities.

In addition, VF entered into foreign exchange forward contracts to hedge the purchase price of the Icebreaker acquisition. These contracts were not designated as hedges, and were recorded at fair value in the Consolidated Balance Sheets. Changes in the fair values of these instruments were recognized directly in earnings. All contracts were settled in conjunction with the acquisition.

Following is a summary of these derivatives included in VF’s Consolidated Statements of Income:


In thousands Derivatives Not Designated as Hedges	Location of Gain (Loss) on Derivatives Recognized in Income	Gain (Loss) on Derivatives Recognized in Income Three Months Ended September						Gain (Loss) on Derivatives Recognized in Income Nine Months Ended September
In thousands Derivatives Not Designated as Hedges	Location of Gain (Loss) on Derivatives Recognized in Income	2017			2016			2017			2016
(In thousands)														Location of Gain (Loss) on Derivatives Recognized in Income	Gain (Loss) on Derivatives Recognized in Income Three Months Ended June

Derivatives Not Designated as Hedges															2018			2017
Foreign currency exchange	Cost of goods sold	$	(927	)	$	(510	)	$	(294	)	$	225		Cost of goods sold	$	(1,841	)	$	359
Foreign currency exchange	Other income (expense), net	(339		)	(110		)	(2,078		)	(1,196		)	Other income (expense), net	1,096			(1,270		)
Total		$	(1,266	)	$	(620	)	$	(2,372	)	$	(971	)		$	(745	)	$	(911	)

Other Derivative Information

There were no significant amounts recognized in earnings for the ineffective portion of any hedging relationships during the ~~three and nine-month~~three-month periods ended ~~September 2017~~June 2018 and ~~September 2016.~~June 2017.

At ~~September 2017,~~June 2018, accumulated OCI included ~~$42.8~~$14.3 million of pre-tax net deferred losses for foreign currency exchange contracts that are expected to be reclassified to earnings during the next 12 months. The amounts ultimately reclassified to earnings will

depend on exchange rates in effect when outstanding derivative contracts are settled.

VF entered into interest rate swap derivative contracts in 2011 and 2003 to hedge the interest rate risk for issuance of long-term debt due in 2021 and 2033, respectively. In each case, the contracts were terminated concurrent with the issuance of the debt, and the realized gain or loss was deferred in accumulated OCI. The remaining pre-tax net deferred loss in accumulated OCI was ~~$19.2~~$15.5 million at ~~September 2017,~~June 2018, which will be reclassified into interest

29 VF Corporation Q1 2019 Form 10-Q

expense in the Consolidated Statements of Income over the

remaining terms of the associated debt instruments. VF reclassified $1.2 million ~~and $3.5 million~~ of net deferred losses from accumulated OCI into interest expense ~~for~~in each of the ~~three and nine-month~~three-month periods ended ~~September 2017, respectively,~~June 2018 and ~~$1.1 million and $3.4 million for the three and nine-month periods ended September 2016, respectively.~~June 2017. VF expects to reclassify ~~$4.9~~$5.1 million to interest expense during the next 12 months.

Net Investment Hedge

The Company has designated its €850.0 million of euro-denominated fixed-rate notes as a net investment hedge of VF’s investment in certain foreign operations. Because this debt qualified as a nonderivative hedging instrument, foreign currency

transaction gains or losses of the debt are deferred in the foreign currency translation and other component of accumulated OCI as an offset to the foreign currency translation adjustments on the hedged investments. ~~The net investment hedge was initiated in September 2016 and there were no significant amounts recognized in accumulated OCI during the third quarter of 2016.~~ During the ~~three and nine-month~~three-month periods ended ~~September~~June 2018 and June 2017, the Company recognized an after-tax gain of $41.0 million and an after-tax loss of ~~$20.4 million and $65.5~~$37.3 million, respectively, in OCI related to the net investment hedge. Any amounts deferred in accumulated OCI will remain until the hedged investment is sold or substantially liquidated. The Company recorded no ineffectiveness from its net investment hedge during the ~~three and nine-month~~three-month periods ended ~~September 2017~~June 2018 and ~~the three and nine-month periods ended September 2016.~~June 2017.

~~Note P – Recently Adopted and Issued Accounting Standards~~

~~Recently Adopted Accounting Standards~~

In July 2015, the FASB issued an update to their accounting guidance related to inventory that changes the measurement principle from lower of cost or market to lower of cost or net realizable value. This guidance became effective in the first quarter of 2017, but did not impact VF’s consolidated financial statements.

In March 2016, the FASB issued an update to their accounting guidance on equity method accounting. The guidance eliminates the requirement to retroactively apply the equity method when an entity obtains significant influence over a previously held investment. This guidance became effective in the first quarter of 2017, but did not impact VF’s consolidated financial statements.

In March 2016, the FASB issued an update to their accounting guidance on derivative financial instruments when there is a change in the counterparty to a derivative contract (novation). The new guidance clarifies that the novation of a derivative contract that has been designated as a hedging instrument does not, in and of itself, require dedesignation of that hedging relationship, provided that all other hedge accounting criteria continue to be met. This guidance became effective in the first quarter of 2017, but did not impact VF’s consolidated financial statements.

In March 2016, the FASB issued an update to their accounting guidance on derivative financial instruments that clarifies the steps required to determine bifurcation of an embedded derivative. This guidance became effective in the first quarter of 2017, but did not impact VF’s consolidated financial statements.

In October 2016, the FASB issued an update to their accounting guidance on the recognition of current and deferred income taxes for intra-entity asset transfers. The new guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The Company early adopted this guidance in the first quarter of 2017 using the modified retrospective method, which requires a cumulative adjustment to retained earnings as of the beginning of the period of adoption. The cumulative adjustment to the January 1, 2017 Consolidated Balance Sheet was a reduction in both the other assets and retained earnings line items of $237.8 million.

In October 2016, the FASB issued an update to their accounting guidance that changes how a single decision maker will consider its indirect interests when performing the primary beneficiary analysis under the variable interest entity model. This guidance became effective in the first quarter of 2017, but did not impact VF’s consolidated financial statements.

In November 2016, the FASB issued an update that requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statements of cash flows. The Company early adopted this guidance in the first quarter of 2017 on a retrospective basis and the Consolidated Statements of Cash Flows included herein reflect $4.1 million and $4.4 million of restricted cash for September 2017 and September 2016, respectively. The Company’s restricted cash is generally held as collateral for certain transactions.

In January 2017, the FASB issued an update that simplifies the subsequent measurement of goodwill by eliminating the second step from the quantitative goodwill impairment test. The single quantitative step test requires companies to compare the fair value of a reporting unit with its carrying amount and record an impairment charge for the amount that the carrying amount exceeds the fair value, up to the total amount of goodwill allocated to that reporting unit. VF will continue to have the option of first performing a qualitative assessment to determine whether it is necessary to complete the quantitative goodwill impairment test. The CompanyNOTE 18 — RESTRUCTURING

~~early adopted this guidance in the third quarter of 2017 by applying the single quantitative step test to our interim goodwill impairment analysis and recorded an impairment charge of $104.7 million.~~

~~Recently Issued Accounting Standards~~

In May 2014, the FASB issued a new accounting standard on revenue recognition that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. The standard prescribes a five-step approach to revenue recognition: (1) identify the contracts with the customer; (2) identify the separate performance obligations in the contracts; (3) determine the transaction price; (4) allocate the transaction price to separate performance obligations; and (5) recognize revenue when, or as, each performance obligation is satisfied. This guidance will be effective for VF in the first quarter of fiscal 2019 with early adoption permitted. A cross-functional implementation team has completed VF’s impact analysis and is commencing the disclosure assessment phase of the project. The new guidance is not expected to have a material impact on VF’s significant revenue streams within the wholesale, direct-to-consumer and royalty channels. VF is in the process of concluding on the impact on less significant revenue streams within those channels. The Company ~~expects to adopt the new standard utilizing the modified retrospective method in the first quarter of fiscal 2019.~~

~~In January 2016, the FASB issued an update to their accounting guidance~~typically incurs restructuring charges related to the ~~recognition and measurement~~cost optimization of ~~certain financial instruments. This guidance affects~~business activities. During the ~~accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. This guidance will be effective for~~three months ended June 2018, VF ~~in the first quarter~~leadership approved $10.7 million of ~~fiscal 2019 with early adoption permitted. The Company does not expect the adoption~~restructuring charges related to cost optimization activities, of ~~this accounting guidance to have a significant impact on VF’s consolidated financial statements.~~

In February 2016, the FASB issued a new accounting standard on leasing. This new standard will require companies to record most leased assets and liabilities on the balance sheet, and also retains a dual model approach for assessing lease classification and recognizing expense. The Company has formed a cross-functional implementation team to address the standard and has started the design and assessment phase of the project. This guidance will be effective for VFwhich $7.9 million was recognized in the first quarter of fiscal 2020 with early adoption permitted. The standard requires use of the modified retrospective transition approach. Given the Company’s significant number of leases, VF expects this standard will have a material impact on VF’s Consolidated Balance Sheets but does not expect it to have a material impact on the Consolidated Statements of Income. The Company expects to adopt the new standard in the first quarter of fiscal 2020.

In March 2016, the FASB issued an update to their accounting guidance on extinguishments of financial liabilities that exempts prepaid stored-value products, or gift cards, from the existing guidance. The updated guidance requires that gift card liabilities be subject to breakage accounting, consistent with the new revenue recognition standard discussed above. This guidance will be effective for VF in the first quarter of fiscal 2019 with early adoption permitted. The Company does not expect the adoption of this accounting guidance to have a significant impact on VF’s consolidated financial statements.

In June 2016, the FASB issued an update to their accounting guidance on the measurement of credit losses on financial instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. This guidance will be effective for VF in the first quarter of fiscal 2021 with early adoption permitted. The Company is evaluating the impact that adopting this guidance will have on VF’s consolidated financial statements.

In August 2016, the FASB issued an update to their accounting guidance addressing how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance will be effective for VF in the first quarter of fiscal 2019 with early adoption permitted. The Company does not expect the adoption of this guidance to have a significant impact on VF’s consolidated financial statements.

In January 2017, the FASB issued an update that provides a more narrow framework to be used in evaluating whether a set of assets and activities constitutes a business. This guidance will be effective for VF in the first quarter of fiscal 2019 with early adoption permitted. The Company will apply this guidance to any transactions after adoption but does not expect it to have a significant impact on VF’s consolidated financial statements.

In March 2017, the FASB issued an update which requires employers to disaggregate the service cost component from other components of net periodic benefit costs and to disclose the amounts of net periodic benefit costs that are included in each income statement line item. The standard requires employers to report the service cost component in the same line item as other compensation costs and to report the other components of net periodic benefit costs (which include interest cost, expected return on plan assets, amortization of prior service costs or credits and actuarial gains and losses) separately and outside of operating income. The amendments in this update specify that only the service cost component is eligible for capitalization, which is consistent with VF’s current practice. The presentation change in the Consolidated Statements of Income will be applied on a retrospective

~~basis. This guidance will be effective for VF beginning in the first quarter of fiscal 2019. Upon adoption, VF will reclassify the other components of net periodic benefit costs from the~~ selling, general and administrative expenses ~~line item~~and $2.8 million in cost of goods sold. The Company has not recognized significant incremental costs related to the ~~Consolidated Statements of Income. Except~~2016 and 2017 initiatives. Management expects to recognize

additional expense for cost optimization activities during Fiscal 2019.

Of the ~~reclassification~~$48.7 million total restructuring accrual at June 2018, $41.3 million is expected to be paid out within the ~~Consolidated Statements of Income noted above, the Company does not expect the adoption of this accounting guidance to have a significant impact on VF’s consolidated financial statements.~~

In May 2017, the FASB issued an update that amends the scope of modification accounting for share-based payment arrangements. This update provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. This guidancenext 12 months and is classified within accrued liabilities. The remaining $7.4 million will be ~~effective for VF beginning in~~paid out beyond the ~~first quarter of fiscal 2019 with early adoption permitted. The guidance~~next 12 months and thus is required to be applied prospectively to an award modified on or after the adoption date. The Company will apply this guidance to any future changes made to the terms or conditions of share-based payment awards after adoption but does not expect it to have a significant impact on VF’s consolidated financial statements.classified within other liabilities.

In August 2017, the FASB issued an update that amends and simplifies certain aspects of hedge accounting rules to better portray the economic results of risk management activities in the financial statements. This guidance will be effective for VF in the first quarter of fiscal 2020 with early adoption permitted. The Company is evaluating the impact that adopting this guidance will have on VF’s consolidated financial statements.

~~Note Q — Restructuring~~

~~In the fourth quarter of 2016, VF leadership approved restructuring charges related to cost alignment initiatives, and recognized $58.1 million~~ of restructuring charges. The Company did not recognize additional costs associated with these actions in the first nine months of 2017 and does not expect to recognize significant additional costs relating to these actions for the remainder of 2017. The Company expects a substantial amount of the restructuring activities to be completed by the end of 2017.

The activity in the restructuring accrual for the ~~nine-month~~three-month period ended ~~September 2017~~June 2018 is as follows:


In thousands	Severance			Other			Total
Amounts recorded in accrued liabilities at December 2016	$	52,720		$	878		$	53,598
(In thousands)										Severance			Other			Total
Accrual at March 2018										$	43,145		$	444		$	43,589
Charges										9,915			748			10,663
Cash payments	(24,515		)	(878		)	(25,393		)	(5,404		)	(444		)	(5,848		)
Adjustments to accruals	(3,001		)	—			(3,001		)	490			—			490
Currency translation	824			—			824			(157		)	—			(157		)
Amounts recorded in accrued liabilities at September 2017	$	26,028		$	—		$	26,028
Accrual at June 2018										$	47,989		$	748		$	48,737

Restructuring charges were incurred as follows:



(In thousands)	Three Months Ended June 2018
Outdoor	$	2,898
Active	2,559
Work	2,828
Jeans	872
Corporate and other	1,506
Total	$	10,663

~~Note R~~NOTE 19 – ~~Subsequent Events~~SUBSEQUENT EVENTS

On ~~October 2, 2017, VF completed the acquisition of Williamson-Dickie for $800.7 million in cash, subject to working capital and other adjustments. Refer to Note B for additional information.~~

~~On October 19, 2017,~~July 17, 2018, VF’s Board of Directors declared a quarterly cash dividend of $0.46 per share, payable on ~~December 18, 2017~~September 20, 2018 to stockholders of record on ~~December 8, 2017.~~September 10, 2018.

~~On November 1, 2017, VF repaid $250.0 million of 5.95% fixed-rate notes in accordance with the terms of the notes.~~

On November 1, 2017, VF entered into a definitive agreement to acquire 100% of the stock of Icebreaker Holdings, Ltd., a privately held company based in Auckland, New Zealand. The transaction is expected to close in April 2018, and the purchase price is not material to VF.

~~Item 2 —~~VF Corporation Q1 2019 Form 10-Q ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~30

ITEM 2 — MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

All per share amounts are presented on a diluted basis and all percentages shown in the tables below and the following discussion have been calculated using unrounded numbers. All references to foreign currency amounts below reflect the changes in foreign exchange rates from the ~~2016 comparable~~same period in 2017 and their impact on ~~both~~ translating foreign currencies into U.S. ~~dollars and on transactions denominated in a foreign currency.~~dollars. VF’s most significant foreign currency exposure relates to business conducted in euro-based countries. Additionally, VF conducts business in other developed and emerging markets around the world with exposure to foreign currencies other than the euro.

In light of the recently completed portfolio management actions and organizational realignments, the Company has realigned its internal reporting structure to reflect the organizational changes to better support and assess the operations of the business. The chief operating decision maker allocates resources and assesses performance based on a global brand view with the new reportable segments: Outdoor, Active, Work and Jeans. In the tables below,

the Company has recast historical financial information to reflect the new reportable segments. These changes had no impact on previously reported consolidated results of operations. Refer to additional discussion in the “Information by Reportable Segment” section below and Note 14 to VF's consolidated financial statements.

On October 2, 2017, VF acquired 100% of the outstanding shares of Williamson-Dickie Mfg. Co. ("Williamson-Dickie") and the business results have been included in the Work segment. On April ~~28, 2017,~~3, 2018, VF ~~completed~~acquired 100% of the ~~sale~~stock of ~~its~~Icebreaker Holdings Limited ("Icebreaker"). On June 1, 2018, VF acquired 100% of the stock of Icon-Altra LLC, plus certain assets in Europe ("Altra"). The business results for both acquisitions have been included in the Outdoor segment. Refer to Note 4 to VF's consolidated financial statements for additional information on acquisitions.

The Nautica^® brand business and the Licensing Business (which comprised the Licensed Sports Group (“LSG”) business. As a result, VF reported the operating results for this business in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Income for all periods presented. In addition, the related assets and liabilities have been reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets through the date of sale. In conjunction with the LSG divestiture, VF executed its plan to entirely exit the licensing business and has included the JanSport^® brand collegiate ~~business~~businesses) have been reported as discontinued operations in our Consolidated Statements of Income, and the related assets and liabilities have been presented as held-for-sale in the Consolidated Balance Sheets, ~~for~~through their dates of disposal. These changes have been applied to all periods presented.

Unless otherwise noted, amounts, percentages and ~~percentages~~discussion for all periods ~~discussed~~included below reflect the results of operations and financial condition from VF’s continuing operations. Refer to Note C5 to VF’s consolidated financial statements for additional information on discontinued operations.

~~Highlights of the Third Quarter of 2017~~

HIGHLIGHTS OF THE FIRST QUARTER OF FISCAL 2019

Revenues were up 5%23% to ~~$3.5~~$2.8 billion compared to the ~~third quarter of 2016,~~three months ended June 2017, including a 1%$248.8 million, or 11-percentage point, contribution from acquisitions and a 2% favorable impact from foreign currency.

~~Outdoor & Action Sports coalition~~

Active segment revenues increased 8%25% to ~~$2.5~~$1.1 billion compared to the ~~third quarter of 2016,~~three months ended June 2017, including a 3% favorable impact from foreign currency.

Direct-to-consumer revenues were up 22% over the 2017 period, including a 2% favorable impact from foreign ~~currency.~~

~~Direct-to-consumer revenues were up 18% over the 2016 quarter, including a favorable 1% impact from foreign~~ currency and ~~accounted for 27% of total revenues in the quarter.~~a 6-percentage point contribution from acquisitions. E-commerce revenues increased ~~38%~~54% in the ~~quarter.~~

~~International revenues increased 13% compared to the 2016 quarter,~~current period, including a 3%4% favorable impact from foreign currency and a 21-percentage point contribution from acquisitions. Direct-to-consumer revenues accounted for 31% of total revenues for the three months ended June 2018.

International revenues increased 27% compared to the three months ended June 2017, including a 5% favorable impact from foreign currency and a 13-percentage point contribution from acquisitions. International revenues represented ~~44%~~38% of total revenues in the ~~quarter.~~current period.

Gross margin increased ~~100~~70 basis points to 50.3% in the ~~third quarter to 50.1%, including 80 basis points of negative impact from changes in foreign currency.~~three months ended June 2018.

Earnings per share ~~decreased 16%~~increased 50% to ~~$0.97~~$0.40 from ~~$1.16~~$0.27 in the ~~2016 quarter, due primarily to~~2017 period, driven by organic growth in the Active segment and continued strength in our direct-to-consumer and international businesses, a ~~$104.7 million goodwill impairment charge, which negatively impacted earnings per share by 20%,~~decrease in the effective tax rate, contributions from acquisitions and a ~~4% unfavorable~~favorable impact from foreign currency. These improvements were partially offset by expenses related to the acquisition and integration of businesses.

~~Analysis of Results of Operations~~

31 VF Corporation Q1 2019 Form 10-Q

ANALYSIS OF RESULTS OF OPERATIONS

Consolidated Statements of Income

The following table presents a summary of the changes in total revenues for the three months ended June 2018 from the comparable ~~periods~~period in ~~2016:~~2017:

In millions Third Quarter Nine Months
Total revenues — 2016 $ 3,327.7
$ 8,282.6
Operations 146.2
181.3
Impact of foreign currency 34.9
(13.8 )
Total revenues — 2017 $ 3,508.8
$ 8,450.1



(In millions)	Three Months Ended June
Net revenues — 2017	$	2,268.6
Organic growth	225.0
Acquisitions	248.8
Impact of foreign currency	45.7
Net revenues — 2018	$	2,788.1

VF reported a ~~5% and 2%~~23% increase in revenues infor the ~~third quarter and first nine~~three months ~~of 2017, respectively,~~ended June 2018 compared to the ~~2016 periods.~~2017 period. The revenue increase was attributable to organic growth in ~~both periods was driven by~~the Active segment, contributions

from acquisitions and continued strength in ~~the Outdoor & Action Sports and Imagewear coalitions and~~ our direct-to-consumer and international ~~businesses, offset by declines in the Jeanswear and Sportswear coalitions. Excluding the impacts from foreign currency, international~~businesses. International sales grew in ~~nearly~~ every region in ~~both~~ the ~~third quarter and first nine~~three months ~~of 2017.~~ended June 2018.

Additional details on revenues are provided in the section titled “Information by ~~Business~~Reportable Segment.”

The following table presents the percentage relationships to total revenues for components of the Consolidated Statements of Income:


	Third Quarter				Nine Months				Three Months Ended June
	2017		2016		2017		2016		2018		2017
Gross margin (total revenues less cost of goods sold)	50.1	%	49.1	%	50.0	%	48.9	%	50.3	%	49.6	%
Selling, general and administrative expenses	33.3		30.8		37.6		35.5		42.0		42.6
Impairment of goodwill	3.0		—		1.2		—
Operating income	13.8	%	18.3	%	11.2	%	13.5	%	8.3	%	7.0	%

Gross margin increased ~~100 and 110 basis points in the third quarter and first nine months of 2017, respectively, compared to the 2016 periods. Foreign currency negatively impacted gross margin by approximately 80 and~~ 70 basis points in the ~~third quarter and first nine~~three months ofended June 2018 compared to the 2017 ~~respectively. The improvement in gross~~period. Gross margin ~~in the third quarter~~ was ~~due to pricing and~~favorably impacted by a mix-shift to higher margin businesses, increases in pricing and foreign currency changes, partially offset by lower margins attributable to acquired businesses, acquisition and integration costs and certain increases in product costs. ~~In the year-to-date period, gross margin improvement was due to pricing, lower product costs and a mix-shift to higher margin businesses.~~

Selling, general and administrative expenses as a percentage of total revenues ~~increased 250 and 210~~decreased 60 basis points during the ~~third quarter and first nine~~three months ~~of 2017, respectively,~~ended June 2018 compared to the ~~2016 periods.~~2017 period. The ~~increase in both periods~~decrease was ~~primarily~~ due to leverage of operating expenses on higher ~~investments in our key growth priorities, which include direct-to-consumer, product innovation, demand creation~~revenues and ~~technology. Higher compensation costs also impacted the third quarter of 2017.~~

~~During the third quarter of 2017, VF performed an interim impairment analysis of the goodwill and trademark intangible asset of the~~ ~~Nautica~~^® brand and recorded a $104.7 million noncash impairment charge to reduce the book value of goodwill to its estimated fair value. No impairment charges were required in the 2016 periods. For additional information, refer to Notes G and Nwas partially offset by expenses related to the ~~consolidated financial statements.~~acquisition and integration of businesses.

Net interest expense ~~was flat~~increased $3.3 million during the ~~third quarter and decreased $0.7 million in the first nine~~three months ~~of 2017,~~ended June 2018 compared to the ~~2016 periods. The decrease in net interest expense in the first nine months~~2017 period. This increase was due to ~~a decrease in average~~higher levels of short-term borrowings ~~outstanding during~~at higher interest rates compared to 2017, ~~and an increase in international short-term investments,~~which was partially offset by ~~higher~~lower interest on long-term debt ~~balances~~ due to the ~~issuance~~payoff of ~~€850.0~~the $250.0 million of ~~euro-denominated 0.625%~~5.95% fixed-rate notes in September 2016 and an increase in short-term borrowing rates. Of the $2.0 billion increase in short-term borrowings from December 2016, approximately $890 million was borrowed near the end of the third quarter to prepare to fund the Williamson-Dickie transaction, which closed on ~~October 2,~~November 1, 2017. Total outstanding debt averaged ~~$3.0~~$3.5 billion in the ~~first nine~~three months ~~of 2017~~ended June 2018 and ~~$2.6~~$3.0 billion in the same period in ~~2016,~~2017, with weighted average interest rates of ~~3.2%~~3.0% and ~~3.6% in the first nine months of 2017 and 2016,~~3.2%, respectively.

The effective income tax rate for the ~~first nine~~three months ~~of 2017~~ended June 2018 was ~~18.4%~~14.2% compared to ~~17.9%~~21.2% in the ~~first nine~~2017 period. The three months ~~of 2016. The first nine months of 2017~~ended June 2018 included a net discrete tax benefit of ~~$14.4~~$6.6 million, which included a ~~$12.5~~$6.4 million tax benefit related to stock compensation, ~~$4.1~~$1.1 million of net tax ~~benefits~~expense related to unrecognized tax benefits and interest, a $2.9 million net tax benefit related to adjustments to provisional amounts recorded in 2017 under the ~~realization~~Tax Cuts and Jobs Act (“Tax Act”), and $1.6 million of tax expense related to adjustments to previously recognized state income tax credits. The $6.6 million net discrete tax benefit in the three months ended June 2018 reduced the effective income tax rate by 3.5%. The 2017 period included a net discrete tax expense of $1.1 million, which included a $2.0 million tax benefit related to stock compensation, $1.2 million of net tax expense related to unrecognized tax benefits and interest, and $1.9 million of discrete tax expense related to the effects of tax rate changes. The ~~$14.4~~$1.1 million net discrete tax ~~benefit~~expense in the 2017 ~~reduced~~period increased the effective income tax rate by ~~1.6%. The first nine months of 2016 included a net discrete tax benefit~~

of $40.3 million, which included a $26.3 million tax benefit related to the early adoption of the accounting standards update on stock compensation, $15.6 million of net tax benefits related to the realization of previously unrecognized tax benefits and interest, and $4.1 million of discrete tax expense related to the effects of tax rate changes. The $40.3 million net discrete tax benefit in 2016 reduced the effective income tax rate by 3.8%0.9%. Without discrete items, the effective income tax rate for the ~~first nine~~three months ~~of 2017~~ended June 2018 decreased by ~~1.7%~~2.6% compared with the ~~2016~~2017 period primarily due to a ~~higher percentage of~~lower U.S. corporate income ~~in lower~~ tax rate ~~jurisdictions and the impact of early adopting the accounting standards update regardingintra-entity asset transfers, partially offset by the impact of goodwill impairment recorded in the quarter.~~that was effective beginning January 1, 2018.

As a result of the above, ~~net~~ income from continuing operations in the ~~third quarter of 2017~~three months ended June 2018 was ~~$386.8~~$160.0 million ($~~0.97~~0.40 per share) compared to ~~$485.2~~$107.1 million ($~~1.16~~0.27 per share) in the ~~2016 period, and net income in the first nine months of~~ 2017 ~~was $716.3 million ($1.77 per share) compared to $863.7 million ($2.04 per share) in the first nine months of 2016.~~period. Refer to additional discussion in the “Information by ~~Business~~Reportable Segment” section below.

~~Information by Business Segment~~

~~VF’s businesses are grouped into product categories,~~

VF Corporation Q1 2019 Form 10-Q 32

Information by Reportable Segment

As discussed above, VF has realigned its internal reporting structure to reflect organizational changes to better support and ~~by brands within those product categories,~~assess the operations of the business. The new reportable segments are: Outdoor, Active, Work and Jeans. We have included an other category in the tables below for ~~management~~purposes of reconciliation of revenues and ~~internal~~profit, but it is not considered a reportable segment. The Company has recast historical financial ~~reporting purposes.~~information

to reflect the new reportable segments. These ~~groupings~~changes had no impact on previously reported consolidated results of ~~businesses within VF are referred to as “coalitions.” These coalitions are the basis for VF’s reportable business segments.~~operations.

Refer to Note L14 to the consolidated financial statements for a summary of results of operations by ~~coalition,~~segment, along with a reconciliation of ~~coalition~~segment profit to income before income taxes.

The following tables present a summary of the changes in ~~coalition~~segment revenues and profit in the ~~third quarter and first nine~~three months ~~of 2017~~ended June 2018 from the comparable ~~periods~~period in ~~2016:~~

~~Coalition revenues~~2017:

Third Quarter
In millions
Outdoor &
Action Sports
Jeanswear Imagewear Sportswear Other Total
Revenues — 2016 $ 2,326.4
$ 701.4
$ 128.0
$ 140.7
$ 31.2
$ 3,327.7
Operations 147.0
(9.2 ) 10.7
(0.4 ) (1.9 ) 146.2
Impact of foreign currency 29.2
5.5
0.2
—
—
34.9
Revenues — 2017 $ 2,502.6
$ 697.7
$ 138.9
$ 140.3
$ 29.3
$ 3,508.8



	Three Months Ended June
(In millions)	Outdoor			Active		Work		Jeans		Other		Total
Segment revenues — 2017	$	536.3		$	909.3	$	206.9	$	587.9	$	28.2	$	2,268.6
Organic	(13.2		)	200.7		16.1		13.4		8.0		225.0
Acquisitions	29.7			—		219.1		—		—		248.8
Impact of foreign currency	15.8			26.9		0.5		2.5		—		45.7
Segment revenues — 2018	$	568.6		$	1,136.9	$	442.6	$	603.8	$	36.2	$	2,788.1

Nine Months
In millions
Outdoor &
Action Sports
Jeanswear Imagewear Sportswear Other Total
Revenues — 2016 $ 5,378.3
$ 2,041.2
$ 404.6
$ 374.0
$ 84.5
$ 8,282.6
Operations 277.6
(89.6 ) 19.2
(21.2 ) (4.7 ) 181.3
Impact of foreign currency (8.3 ) (5.6 ) 0.1
—
—
(13.8 )
Revenues — 2017 $ 5,647.6
$ 1,946.0
$ 423.9
$ 352.8
$ 79.8
$ 8,450.1

~~Coalition profit~~

Third Quarter
In millions
Outdoor &
Action Sports
Jeanswear Imagewear Sportswear Other Total
Profit — 2016 $ 491.0
$ 142.4
$ 24.0
$ 15.1
$ (0.3 ) $ 672.2
Operations 56.4
(23.0 ) (2.4 ) 2.4
(0.5 ) 32.9
Impact of foreign currency (22.9 ) 1.8
0.8
—
—
(20.3 )
Profit — 2017 $ 524.5
$ 121.2
$ 22.4
$ 17.5
$ (0.8 ) $ 684.8

Nine Months
In millions
Outdoor &
Action Sports
Jeanswear Imagewear Sportswear Other Total
Profit — 2016 $ 842.4
$ 388.6
$ 74.5
$ 26.2
$ (3.6 ) $ 1,328.1
Operations 87.9
(65.0 ) (3.2 ) 1.6
0.4
21.7
Impact of foreign currency (53.1 ) 0.4
1.0
—
—
(51.7 )
Profit — 2017 $ 877.2
$ 324.0
$ 72.3
$ 27.8
$ (3.2 ) $ 1,298.1



	Three Months Ended June
(In millions)	Outdoor			Active		Work		Jeans		Other			Total
Segment profit — 2017	$	(62.0	)	$	184.6	$	34.2	$	81.3	$	(0.4	)	$	237.7
Organic	(18.5		)	77.3		3.8		3.7		2.7			69.0
Acquisitions	(1.0		)	—		17.2		—		—			16.2
Impact of foreign currency	(2.0		)	7.3		—		2.0		—			7.3
Segment profit — 2018	$	(83.5	)	$	269.2	$	55.2	$	87.0	$	2.3		$	330.2

The following sections discuss the changes in revenues and profitability by ~~coalition:~~segment. For purposes of this analysis, royalty revenues have been included in the wholesale channel for all periods.

Outdoor ~~& Action Sports~~

Third Quarter Nine Months
Dollars in millions 2017 2016 Percent
Change 2017 2016 Percent
Change
Coalition revenues $ 2,502.6
$ 2,326.4
7.6 % $ 5,647.6
$ 5,378.3
5.0 %
Coalition profit 524.5
491.0
6.8 % 877.2
842.4
4.1 %
Operating margin 21.0 % 21.1 %
15.5 % 15.7 %



	Three Months Ended June
(Dollars in millions)	2018			2017			Percent Change
Segment revenues	$	568.6		$	536.3		6.0	%
Segment profit (loss)	(83.5		)	(62.0		)	(34.6	)%
Operating margin	(14.7		)%	(11.6		)%

The Outdoor segment includes the following brands: The North Face^®, Timberland^®(excluding Timberland PRO^®), Smartwool^®, Icebreaker^® and Altra^®.

Global revenues for Outdoor ~~& Action Sports~~increased 6% in the three months ended June 2018 compared to 2017, including a 3% favorable impact due to foreign currency. Revenues in the Americas region decreased 3% in the three months ended June 2018. Revenues in the Europe region increased 18% in the three months ended June 2018, including a 7% favorable impact from foreign currency. Revenues in the Asia-Pacific region increased 15%, with a 5% favorable impact from foreign currency. Included in these results are revenues from the Icebreaker acquisition of $25.7 million and revenues from the Altra acquisition of $4.0 million. Excluding revenues from Icebreaker and Altra, Outdoor revenues were flat in the three months ended June 2018, including a 2% favorable impact from foreign currency.

Global revenues for The North Face^® brand increased 8% in the ~~third quarter of 2017~~three months ended June 2018 compared to ~~2016,~~the 2017 period. The increase in the period was primarily due to growth in the direct-to-consumer channel, driven by comparable store and e-commerce growth, and an overall 3% favorable impact from foreign currency. Increases in the wholesale channel were driven by growth in the Europe and Asia-Pacific regions and a 3% favorable foreign currency impact, partially offset by declines in the Americas region.

Global revenues for the Timberland^®brand (excluding Timberland PRO^®) decreased 1% in the three months ended June 2018 due to declines across all channels, partially offset by an overall 4% favorable impact from foreign currency.

33 VF Corporation Q1 2019 Form 10-Q

Global direct-to-consumer revenues for Outdoor increased 5% in the three months ended June 2018, including a 3% favorable impact from foreign currency. Excluding revenues from acquisitions, global direct-to-consumer revenues were flat in the three months ended June 2018 compared to the 2017 period as a growing e-commerce business and a 3% favorable impact from foreign currency were offset by negative comparable store sales. Wholesale revenues increased 7% in the three months ended June 2018, including a 3% favorable impact from foreign currency. Excluding revenues from acquisitions, wholesale ~~channels.~~revenues increased 1% in the three months ended June 2018, driven by

broad-based growth across our brands in the Europe region and a 3% favorable impact from foreign currency, partially offset by declines in the Americas and Asia-Pacific regions.

Operating margin decreased 310 basis points in the three months ended June 2018 compared to the 2017 period due to increased selling, general and administrative investments in product development and demand creation initiatives. The decrease was partially offset by an overall favorable impact from foreign currency.

Active



	Three Months Ended June
(Dollars in millions)	2018			2017			Percent Change
Segment revenues	$	1,136.9		$	909.3		25.0	%
Segment profit	269.2			184.6			45.8	%
Operating margin	23.7		%	20.3		%

The Active segment includes the following brands: Vans^®, Kipling^®, Napapijri^®, JanSport^®, Reef^®, Eastpak^® and Eagle Creek^®.

Global revenues for Active increased 25% in the three months ended June 2018 compared to 2017, driven by growth across all channels and regions, including a 3% favorable impact due to foreign currency. The direct-to-consumer growth was driven by strong e-commerce and comparable store growth. Revenues in the Americas region increased 1%26% in the ~~third quarter of 2017, driven by growth outside of the United States.~~three months ended June 2018. Revenues in the Europe region increased ~~19%~~25%, including a 3%9% favorable impact from foreign currency. Revenues in the Asia-Pacific region increased ~~8%.~~

Global revenues for Outdoor & Action Sports increased 5% in the first nine months of 2017 compared to 2016. Strong growth in the direct-to-consumer channel, driven by both comparable store and e-commerce growth, was partially offset by lower revenues in the wholesale channel. Revenues in the Americas region increased 2% in the first nine months of 2017, driven by growth throughout the region. Revenues in Europe increased 10% and revenues in the Asia-Pacific region increased 7%21%, ~~which included~~with a ~~1% unfavorable~~6% favorable impact from foreign currency.

Vans^® brand global revenues increased ~~28% and 14%~~35% in the ~~third quarter and first nine~~three months ~~of 2017, respectively,~~ended June 2018 compared to the ~~2016 periods.~~2017 period. The increase in ~~both periods~~the period was due to strong operational growth ~~in both the wholesale and direct-to-consumer~~across all channels and regions, including an overall 3% favorable impact from foreign currency ~~impacted revenue growth favorably by 2% in the third quarter~~ and ~~unfavorably by 1% in the first nine months of 2017. The growth in the direct-to-consumer channel for both periods was driven by~~ strong comparable store and e-commerce growth.

~~Global revenues for~~ ~~The North Face~~^® brand decreased 2% in the third quarter of 2017 as growth in the direct-to-consumer channel, driven by comparable store and e-commerce growth, and a 1% favorable impact from foreign currency, was more than offset by a decline in wholesale growth. Global revenues for ~~The North Face~~^® brand increased 2% during the first nine months of 2017, as growth in the direct-to-consumer channel, driven by comparable store and e-commerce growth, was partially offset by a decline in wholesale growth. Global wholesale revenue growth for ~~The North Face~~^® brand was tempered by U.S. retailer bankruptcies, a shift in the timing of fall order book shipments between the third and fourth quarter of 2017 and less year-over-year off-price shipments, which drove a 7% and 5% decrease in wholesale revenues in the third quarter and first nine months of 2017, respectively.

~~Global revenues for the~~ ~~Timberland~~^® brand decreased 1% in the third quarter of 2017 as growth in the direct-to-consumer channel, driven by comparable store and e-commerce growth, and a 1% favorable impact from foreign currency was more than offset by a decline in wholesale growth. In the first nine months of 2017, global revenues for the ~~Timberland~~^® ~~brand decreased 2% due to declines in the wholesale channel, which more than offset e-commerce and comparable store sales growth in the direct-to-consumer~~

channel. Wholesale revenue growth was impacted by a shift in the timing of fall order book shipments between the third and fourth quarter of 2017, which drove wholesale revenue decreases of 6% and 3% in the third quarter and year-to-date periods, respectively.

Global direct-to-consumer revenues for ~~Outdoor & Action Sports~~Active grew ~~22% and 16%~~31% in the ~~third quarter and first nine~~three months ~~of 2017, respectively,~~ended June 2018 compared to the ~~2016 periods.~~2017 period. Growth in the direct-to-consumer channel ~~for both periods~~ was driven by ~~an expanding~~a growing e-commerce business, ~~and~~ comparable store ~~growth.~~growth and a 2% favorable impact from foreign currency. Wholesale revenues increased 2%21% in the ~~third quarter,~~three months ended June 2018, driven by global growth in the Vans^® brand and broad-based growth across our brands in the Europe region, in addition to a 3% favorable 1% impact from foreign currency, partially offset by the above mentioned U.S. retailer bankruptcies, a shift in the timing of fall order book shipments between the third and fourth quarter of 2017 and less year-over-year off-price shipments. Wholesale revenues were flat in the year-to-date period, as operational growth was impacted by the above mentioned factors.currency.

Operating margin ~~declined 10 and 20~~increased 340 basis points in the ~~third quarter and first nine~~three months ~~of 2017, respectively,~~ended June 2018 compared to the ~~2016 periods due to the negative impact from foreign currency in both periods. Excluding the impact of foreign currency,~~2017 period, reflecting gross margin expansion driven ~~in both periods~~ by a mix-shift to higher margin businesses ~~pricing~~ and ~~lower product costs, was offset by increased investments in direct-to-consumer, product development~~products, leverage of operating expenses on higher revenues and ~~innovation, demand creation and technology.~~an overall favorable impact from foreign currency.

~~Jeanswear~~

VF Corporation Q1 2019 Form 10-Q 34

Work

Third Quarter Nine Months
Dollars in millions 2017 2016 Percent
Change 2017 2016 Percent
Change
Coalition revenues $ 697.7
$ 701.4
(0.5 )% $ 1,946.0
$ 2,041.2
(4.7 )%
Coalition profit 121.2
142.4
(14.9 )% 324.0
388.6
(16.6 )%
Operating margin 17.4 % 20.3 % 16.6 % 19.0 %



	Three Months Ended June
(Dollars in millions)	2018			2017			Percent Change
Segment revenues	$	442.6		$	206.9		114.0	%
Segment profit	55.2			34.2			61.7	%
Operating margin	12.5		%	16.5		%

~~Global Jeanswear revenues decreased 1%~~

The Work segment consists of occupational apparel and 5%uniform product categories including the Bulwark^®, RedKap^®, Timberland PRO^®, Wrangler^® RIGGS and Horace Small^® brand industrial businesses, as well as the workwear apparel brands from the Williamson-Dickie acquisition including Dickies^®, Workrite^®, Walls^®, Terra^® and Kodiak^®. The Work segment also included the results of certain transition services related to the sale of the Licensed Sports Group (the "LSG transition services") that commenced in the ~~third~~second quarter ~~and first nine~~of 2017.

Global Work revenues increased 114% in the three months ~~of 2017, respectively,~~ended June 2018 compared to the ~~2016 periods, as~~2017 period. Included in these results are revenues from the Williamson-Dickie acquisition of $219.1 million. Excluding revenues from Williamson-Dickie, Work revenues increased 8% in the three months ended June 2018 compared to the 2017 period. The revenue increase was primarily due to growth in the ~~direct-to-consumer channel was more than~~Timberland PRO^®,Bulwark^®andWrangler^® RIGGS brands, partially offset by ~~U.S. wholesale declines~~a decline in LSG transition services revenues.

Operating margin decreased 400 basis points in the ~~mass, mid-tier~~three months ended June 2018 compared to the 2017 period. Excluding amounts related to the acquisition and ~~department store channels. Specifically, our U.S. wholesale business has been impacted~~integration of Williamson-Dickie, operating margin increased 50 basis points in the three months ended June 2018. The increase was driven by a ~~key customer’s inventory destocking decision~~mix-shift to higher margin businesses and ~~continued~~pricing, partially offset by higher product costs.

Jeans



	Three Months Ended June
(Dollars in millions)	2018			2017			Percent Change
Segment revenues	$	603.8		$	587.9		2.7	%
Segment profit	87.0			81.3			7.1	%
Operating margin	14.4		%	13.8		%

The Jeans segment consists of the global jeans businesses, led by the Wrangler^®(excluding Wrangler^®RIGGS) and Lee^® brands.

Global Jeans revenues increased 3% in the three months ended June 2018 compared to the 2017 period, driven by growth in the wholesale channel ~~consolidation, which was partially mitigated by strong growth with our digital wholesale partners in both periods.~~and a 1% favorable impact from foreign currency. Revenues in the Americas region ~~decreased~~increased 1% ~~and 6%~~ in the ~~third quarter and first nine~~three months ~~of 2017, respectively,~~ended June 2018, driven by ~~softness in the wholesale channel. Revenues in the Asia-Pacific region decreased 3% and 4% in the third quarter and first nine months of 2017, respectively, due to declines~~growth in the wholesale channel, partially offset by a 1% unfavorable impact from foreign currency. Revenues in the Asia-Pacific region increased 10% in the three months ended June 2018 primarily due to growth in the wholesale channel and a 5% favorable impact from foreign currency. Revenues in the Europe region increased 6% in the three months ended June 2018, primarily due to a 6% favorable impact from foreign currency ~~of 2%~~and growth in the ~~third quarter. Foreign currency negatively impacted the year-to-date period~~wholesale channel, partially offset by ~~1%. European revenues increased 7% and 2% in the third quarter and first nine months of 2017, respectively, due to growth~~declines in our ~~wholesale and~~ direct-to-consumer ~~businesses and favorable impacts from foreign currency of 5% and 1% in the third quarter and first nine months of 2017, respectively.~~businesses.

Global revenues for the Wrangler^® brand (excluding Wrangler^®RIGGS) increased 5%3% in the ~~third quarter~~three months ended June 2018 compared to the ~~2016~~2017 period, driven by growth in the U.S. wholesale channel, partially offset by declines in the direct-to-consumer ~~and wholesale channels~~channel and a ~~favorable~~ 1% unfavorable impact from foreign currency. ~~Global revenues for the~~ ~~Wrangler~~^® ~~brand decreased 2% in the first nine months of 2017 compared to the 2016 period, driven by declines in the mass and western specialty businesses.~~ Global revenues for the Lee^® brand decreased 7% in the third quarter and 8% in the first nine months of 2017, due to declines in the U.S. mid-tier and department store channels, which were partially offset by growth in the direct-to-consumer channel. Foreign currency favorably impacted ~~Lee~~^® ~~brand global revenues by~~increased 1% in the ~~third quarter and unfavorably by 1% in the first nine~~three months ~~of 2017.~~ended June 2018 primarily due to favorable impacts from foreign currencies.

Operating margin ~~decreased 290 and 240~~increased 60 basis points in the ~~third quarter and first nine~~three months ~~of 2017, respectively,~~ended June 2018 compared to the ~~2016 periods.~~2017 period. The ~~decrease in both periods~~increase was primarily due to ~~lower revenues, gross margin contraction~~pricing and an overall favorable impact from foreign currency, partially offset by higher product costs ~~and product mix,~~ and additional investments in our strategic growth ~~priorities.~~priorities, including product development.

~~Imagewear~~

Third Quarter Nine Months
Dollars in millions 2017 2016 Percent
Change 2017 2016 Percent
Change
Coalition revenues $ 138.9
$ 128.0
8.5 % $ 423.9
$ 404.6
4.8 %
Coalition profit 22.4
24.0
(6.7 )% 72.3
74.5
(2.9 )%
Operating margin 16.1 % 18.7 %
17.1 % 18.4 %

~~The Imagewear coalition consists of occupational apparel and uniform product categories including the~~ ~~RedKap~~^®~~and~~ ~~Bulwark~~^®35 brand industrial businesses and the results of certain transition services related to the sale of LSG (the transition services) that commenced in the second quarter of 2017. Revenue from these transition services was $5.4 million and $18.0 million in the third quarter and first nine months of 2017, respectively.VF Corporation Q1 2019 Form 10-Q

Excluding the transition services, Imagewear revenues increased 4% in the third quarter and were flat in the first nine months of 2017. The revenue increase in the third quarter was driven by growth in our ~~Bulwark~~^® brand, which was fueled by increased oil and gas exploration activities. The revenue results in the first nine months of 2017, compared to the 2016 period, were largely due to growth in the third quarter that was mostly offset by industry consolidation and a shift in the timing of orders to the fourth quarter of 2016 from the first quarter of 2017 that impacted year-to-date revenues.

Operating margin decreased 260 and 130 basis points in the third quarter and first nine months of 2017, respectively, compared to the 2016 periods. Excluding the impact of the transition services, operating margin in the third quarter of 2017 decreased 270 basis points, primarily driven by lower gross margin attributable to business mix and higher inventory costs. Excluding the impact of the transition services, operating margin in the year-to-date period decreased 100 basis points, driven by higher selling, general and administrative expenses.

~~Sportswear~~

Third Quarter Nine Months
Dollars in millions 2017 2016 Percent
Change 2017 2016 Percent
Change
Coalition revenues $ 140.3
$ 140.7
(0.3 )% $ 352.8
$ 374.0
(5.6 )%
Coalition profit 17.5
15.1
16.0 % 27.8
26.2
6.1 %
Operating margin 12.5 % 10.7 %
7.9 % 7.0 %

~~Sportswear revenues were flat in the third quarter and decreased 6% in the first nine months of 2017 compared to the 2016 periods.~~ ~~Nautica~~^® ~~brand revenues decreased 1% and 9% in the third quarter and first nine months of 2017, respectively, due to continued challenges in the U.S. department store channel and reduced in-store traffic.~~ ~~Kipling~~^® ~~brand revenues in North America increased 2% and 5% in the third quarter and first nine months of 2017, respectively, due to growth in the direct-to-consumer and wholesale channels.~~

Operating margin increased 180 and 90 basis points in the third quarter and first nine months of 2017, respectively, compared to the 2016 periods. The increase in both periods was primarily due to lower selling, general and administrative expenses, and the year-to-date period was impacted by improved gross margin from lower product costs.

~~During the third quarter of 2017, VF performed an interim impairment analysis of the goodwill and trademark intangible asset of the~~ ~~Nautica~~^® brand and recorded a $104.7 million noncash impairment charge to reduce the book value of goodwill to its estimated fair value. The impairment charge was excluded from the profit of the Sportswear coalition since it is not part of the ongoing operations of the business. For additional information, refer to Notes G and N to the consolidated financial statements.

Other

Third Quarter Nine Months
Dollars in millions 2017 2016 Percent
Change 2017 2016 Percent
Change
Coalition revenues $ 29.3
$ 31.2
(5.8 )% $ 79.8
$ 84.5
(5.6 )%
Coalition loss (0.8 ) (0.3 ) (116.1 )% (3.2 ) (3.6 ) 8.5 %
Operating margin (2.5 )% (1.1 )%
(4.0 )% (4.2 )%



	Three Months Ended June
(Dollars in millions)	2018			2017			Percent Change
Segment revenues	$	36.2		$	28.2		28.0	%
Segment profit (loss)	2.3			(0.4		)	*
Operating margin	6.0		%	(1.1		)%

*Calculation not meaningful

VF Outlet^® stores in the U.S. sell both VF and non-VF products. Revenues and profits of VF products sold in these stores are reported as part of the operating results of the applicable ~~coalition,~~segment, while revenues and profits of non-VF products are reported in this “other” category. Also included in this category are results from transition services related to the sale of Nautica^®that commenced in the three months ended June 2018.

~~Reconciliation of Coalition~~

Reconciliation of Segment Profit to Income Before Income Taxes

There are ~~three~~two types of costs necessary to reconcile total ~~coalition~~segment profit, as discussed in the preceding paragraphs, to consolidated income before income taxes. These costs are (i) ~~impairment of goodwill, which is excluded from coalition profit because this cost is not part of the ongoing operations of the respective business, (ii)~~ corporate and other expenses, discussed below, and ~~(iii)~~(ii) interest expense, ~~net. Impairment of goodwill and~~ net, ~~interest expense are~~which was discussed in the “Consolidated Statements of Income” ~~section, and corporate and other expenses are discussed below.~~section.


	Third Quarter						Nine Months						Three Months Ended June
Dollars in millions	2017		2016		Percent Change		2017		2016		Percent Change
Impairment of goodwill	$	104.7	$	—	100.0	%	$	104.7	$	—	100.0	%
(Dollars in millions)													2018		2017		Percent Change
Corporate and other expenses	96.6		65.0		48.5	%	252.0		211.9		18.9	%	$	119.9	$	81.2	47.6	%
Interest expense, net	22.5		22.6		(0.1	)%	63.3		64.0		(1.0	)%	23.9		20.6		15.9	%

Corporate and other expenses are those that have not been allocated to the ~~coalitions~~segments for internal management reporting, including (i) information systems and shared service costs, (ii) corporate headquarters costs and (iii) certain other income and expenses. The increases in corporate and other expenses in the ~~third quarter and first nine~~three months ~~of 2017~~ended June 2018 compared to the ~~2016 periods~~2017 period resulted primarily from higher compensation costs and

investments in our key strategic growth initiatives, including ~~our digital platform~~expenses related to the acquisition and ~~technology.~~integration of businesses. Certain corporate overhead costs previously allocated in 2017 to the ~~Imagewear~~former Sportswear segment and the former Outdoor & Action Sports ~~coalitions~~segments for segment reporting purposes have been reallocated to continuing operations as discussed in Note C5 to the consolidated financial statements.

~~International Operations~~

International Operations

International revenues increased ~~13% and 7%~~27% in the ~~third quarter and first nine~~three months ~~of 2017, respectively,~~ended June 2018 compared to the ~~2016 periods.~~2017 period. Foreign currency favorably impacted international revenue growth by 3%5% in the ~~third quarter and negatively impacted~~three months ended June 2018. The growth in international revenues was driven by 1%strong operational performance in the ~~first nine months of 2017. Revenues in~~ Europe, ~~increased 18% in the third quarter~~Asia-Pacific and 9% in the first nine months of 2017, reflecting operational growth in both periods and favorable impacts from foreign currency of 4% in the third quarter of 2017. In the Asia-Pacific region, revenues increased 5% in both the third quarter and first nine months of 2017, driven by growth across the region, particularly in China. Foreign currency favorably impacted revenues in the Asia-Pacific region in the third quarter by 1% and negatively impacted revenues in the year-to-date period by 1%. Revenue

Americas (non-U.S.) regions. International revenue growth in the ~~Americas (non-U.S.) region increased 8% in the third quarter and 6% in the first nine~~three months ~~of 2017. Results in both periods reflect operational growth, and the third quarter was favorably impacted by 3%~~ended June 2018 included a 13-percentage point contribution from ~~foreign currencies in the region.~~acquisitions. International revenues were ~~44%~~38% and ~~41%~~37% of total revenues in the ~~third quarter of~~three months ended June 2018 and 2017, ~~and 2016, respectively, and 41% and 39% of total revenues in the first nine months of 2017 and 2016,~~ respectively.

~~Direct-to-consumer Operations~~

Direct-to-Consumer Operations

Direct-to-consumer revenues grew ~~18%~~22% in the ~~third quarter and 13% in the first nine~~three months ~~of 2017, as both periods reflected~~ended June 2018, reflecting growth in all regions and in nearly every brand with direct-to-consumer operations, and a ~~retail format, and~~2% favorable ~~impacts~~impact from foreign ~~currency in the third quarter of 2017 of 1%.~~currency. The increase in direct-to-consumer revenues ~~in both periods~~ was due to comparable store growth for locations open at least twelve months at each reporting date, and an expanding e-commerce business, which grew ~~38% and 32%~~54% in the ~~third quarter~~three months ended June 2018, including a 4% favorable impact from foreign currency. Acquisitions contributed 6-percentage points to the direct-to-

consumer revenue growth and ~~first nine~~21-percentage points to the e-commerce revenue growth in the three months ~~of 2017, respectively.~~ended June 2018. There were ~~1,508~~1,513 VF-owned retail stores at the end of ~~September 2017~~June 2018, including 97 Williamson-Dickie, Icebreaker and Altra stores compared to ~~1,475~~1,432 at the end of ~~September 2016.~~June 2017. Direct-to-consumer revenues were ~~27% and 24%~~31% of total revenues in both the ~~third quarter of 2017~~three months ended June 2018 and ~~2016, respectively. Direct-to-consumer revenues were 29% of total revenues in~~2017.

VF Corporation Q1 2019 Form 10-Q 36

ANALYSIS OF FINANCIAL CONDITION

Consolidated Balance Sheets

Acquisitions significantly impacted the ~~first nine months of 2017~~June 2018 Consolidated Balance Sheets as compared to ~~26% in~~ the ~~2016 period.~~June 2017 balances. Accordingly, the table below presents the June 2018 balance sheet accounts excluding the Williamson-Dickie, Icebreaker and Altra balances at that date so that the remaining VF balances are comparable with the June 2017 balances.



	March 2018		June 2018						June 2017
(In thousands)	As Reported		As Reported		Acquisitions		VF Excluding Acquisitions		As Reported
Accounts receivable	$	1,408,587	$	1,428,535	$	150,328	$	1,278,207	$	1,143,573
Inventories	1,861,441		1,993,825		304,929		1,688,896		1,663,052
Other current assets	358,953		439,870		16,114		423,756		355,283
Property, plant and equipment	1,011,617		1,018,164		90,844		927,320		903,024
Intangible assets and goodwill	3,813,329		4,000,438		768,468		3,231,970		3,213,690
Other assets	803,041		843,005		20,648		822,357		722,578
Short-term borrowings	1,525,106		1,316,923		—		1,316,923		921,109
Current portion of long-term debt	6,265		6,189		2,210		3,979		253,783
Accounts payable	583,004		675,581		105,657		569,924		492,480
Accrued liabilities	938,427		996,863		64,319		932,544		738,050
Long-term debt	2,212,555		2,156,627		24,438		2,132,189		2,111,623
Other liabilities	1,271,830		1,308,455		37,409		1,271,046		896,581

~~Analysis of Financial Condition~~

~~Consolidated Balance Sheets~~

The following discussion refers to significant changes in balances at ~~September 2017~~June 2018 compared to ~~December 2016:~~March 2018 on an as-reported basis:

Increase in accounts receivable— primarily due to reclassification of certain allowances to accrued liabilities due to the ~~seasonality~~adoption of Financial Accounting Standards Board Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC 606"), partially offset by the ~~business.~~timing of cash collections.

Increase in inventories — due to the seasonality of the ~~business.~~business and additional inventory related to the Icebreaker and Altra acquisitions, partially offset by reclassifications to other current assets due to the adoption of ASC 606.

Increase in other current assets — primarily due to higher levels of prepaid expenses and the reclassifications from inventories due to the adoption of ASC 606.

Increase in intangible assets and goodwill — ~~driven~~primarily due to amounts recorded in connection with the Icebreaker and Altra acquisitions, partially offset by the impact of foreign ~~currency fluctuations.~~currencies.

Decrease ~~in other assets~~ ~~— primarily due to the cumulative-effect adjustment to retained earnings of a deferred charge upon the early adoption of the accounting standards update regarding intra-entity asset transfers.~~

~~Increase~~ in short-term borrowings — due to repayment of commercial paper ~~borrowings needed to prepare to fund the Williamson-Dickie transaction which closed on October 2, 2017, and to support general corporate purposes and share repurchases.~~borrowings.

~~Decrease~~Increase in accounts payable — driven by the timing of inventory purchases and payments to vendors.

Increase in accrued liabilities — primarily due to reclassification of certain allowances from accounts receivable due to the adoption of ASC 606 and higher accrued compensation, partially offset by lower accrued income taxes and the timing of payments for other accruals.

~~Increase in long-term debt~~ ~~— due to foreign currency fluctuations of euro-denominated bonds.~~

The following discussion refers to significant changes in balances at ~~September 2017~~June 2018 for VF excluding acquisitions compared to ~~September 2016:~~June 2017 on an as-reported basis:

Increase in accounts receivable — primarily due to higher wholesale shipments, the reclassification of certain allowances to accrued liabilities due to the adoption of ASC 606 and the impact of foreign ~~currency fluctuations and timing of collections from customers.~~currencies.


•	~~Decrease in goodwill~~ ~~— driven by goodwill impairment charges for the~~ ~~Nautica~~^®~~brand reporting unit recorded in the third quarter of 2017 and the~~ ~~lucy~~^® ~~brand reporting unit recorded in the fourth quarter of 2016. Refer to Notes G and N to the consolidated financial statements for additional information regarding the~~ ~~Nautica~~^®~~reporting unit.~~

~~Decrease~~Increase in other current assets — primarily due to reclassifications from inventories due to the adoption of ASC 606 and higher levels of prepaid expenses.

Increase in other assets — primarily due to an increase in the ~~cumulative-effect adjustment to retained earnings of a deferred charge upon the early adoption~~net funded status of the ~~accounting standards update regarding intra-entity asset transfers.~~qualified defined benefit pension plan due to an interim remeasurement and higher capitalized software costs.

Increase in short-term borrowings — due to commercial paper borrowings needed to ~~prepare to fund the Williamson-Dickie transaction which closed on October 2, 2017, and to~~ support general corporate purposes and ~~share repurchases.~~to provide funding for acquisitions.

~~Increase~~Decrease in the current portion of long-term debt — due to the repayment of $250.0 million of long-term notes ~~due~~that matured in the fourth quarter of 2017.

Increase in accounts payable — driven by the timing of inventory purchases and payments to vendors.

Increase in accrued liabilities — primarily due to ~~higher accrued compensation, and~~reclassification of certain allowances from accounts receivable due to the ~~timing~~adoption of ~~payments for other accruals.~~ASC 606.

~~Decrease in long-term debt~~ ~~— due to $250.0 million of long-term notes due in the fourth quarter of 2017, partially offset by foreign currency fluctuations of euro-denominated bonds.~~

~~Decrease~~Increase in other liabilities — primarily due to ~~lower~~higher accrued income taxes from the noncurrent portion of the transition tax recorded in 2017 under the Tax Act, partially offset by a decrease in deferred income ~~taxes.~~taxes resulting from revaluation at the lower U.S. corporate rate required by the Tax Act.

37 VF Corporation Q1 2019 Form 10-Q

Liquidity and Capital Resources

The financial condition of VF is reflected in the following:


	September			December			September			June			March			June
Dollars in millions	2017			2016			2016
(Dollars in millions)										2018			2018			2017
Working capital	$	1,805.7		$	2,407.1		$	2,513.7		$	1,334.6		$	1,256.9		$	1,428.5
Current ratio	1.5 to 1			2.4 to 1			2.2 to 1			1.4 to 1			1.4 to 1			1.6 to 1
Debt to total capital	52.7		%	31.9		%	38.8		%	48.3		%	50.4		%	47.4		%

The decrease in the current ratio at June 2018 compared to June 2017 was primarily driven by the increase in short-term borrowings.

For the ratio of debt to total capital, debt is defined as short-term and long-term borrowings, and total capital is defined as debt plus stockholders’ equity. The ~~increase~~decrease in the debt to total capital ratio at ~~September 2017~~June 2018 compared to ~~both December 2016 and September 2016~~March 2018 was due to the decrease in short-term borrowings, as discussed in the "Consolidated Balance Sheets" section above. The increase in the debt to capital ratio at June 2018 compared to June 2017 was due to the increase in short-term borrowings, ~~and reductions in stockholders’ equity due to changes in accumulated other comprehensive income,~~partially offset by the cumulative-effect adjustment to retained earnings upon the early adoption of the accounting standards update regarding intra-entity asset transfers, goodwill impairments, the payment of dividends and repurchases of stock.

~~The~~ decrease in the current ~~ratio at September 2017 compared to both December 2016 and September 2016 was primarily driven by~~

portion of long-term debt, as discussed in the ~~increase in short-term borrowings.~~

"Consolidated Balance Sheets" section above.

VF’s primary source of liquidity is the strong annual cash flow from operating activities. Cash from operations is typically lower in the first half of the calendar year as inventory builds to support peak sales periods in the second half of the calendar year. Cash provided by operating activities in the second half of the calendar year is substantially higher as inventories are sold and accounts receivable are collected. Additionally, direct-to-consumer sales are highest in the fourth quarter of the calendar year.

In summary, our cash flows were as follows:

Nine Months
In thousands 2017 2016
Cash provided by operating activities $ 6,683
$ 47,197
Cash provided (used) by investing activities 25,092
(50,804 )
Cash provided (used) by financing activities 301,381
(201,585 )



	Three Months Ended June
(In thousands)	2018			2017
Cash provided by operating activities	$	277,144		$	205,616
Cash (used) provided by investing activities	(129,230		)	157,462
Cash used by financing activities	(343,957		)	(283,835		)

The cash flows related to discontinued operations have not been segregated, and are included in the Consolidated Statements of Cash Flows. Accordingly, the information in the table above and cash flow discussion below include the results of continuing and discontinued operations.

Cash Provided by Operating Activities

Cash flow ~~provided by~~related to operating activities is dependent on net income, adjustments to net income and changes in working capital. The ~~decrease~~increase in cash ~~flows~~provided by operating activities in the ~~first nine~~three months ofended June 2018 compared to June 2017 is primarily due to ~~a decrease in both~~higher net income and an increase in net cash ~~usage from~~generated by working ~~capital.~~capital driven by the timing of payments and cash collections.

Cash (Used) Provided ~~(Used)~~ by Investing Activities

~~VF’s~~The increase in cash used by investing activities in the ~~first nine~~three months ~~of 2017~~ended June 2018 related primarily to ~~$213.5~~$321.4 million of net cash paid for acquisitions. Investing activities also included $288.3 million of proceeds from the sale of ~~LSG,~~the Nautica^®brand business, which is ~~$97.5~~$80.1 million higher than the proceeds received from the sale of the ~~Contemporary Brands coalition~~Licensed Sports Group business during the same period in ~~the third quarter of 2016.~~2017. Capital expenditures ~~of $124.4 million and software purchases of $53.5 million partially offset the proceeds received. Capital expenditures decreased $5.6~~increased $31.6 million compared to the ~~2016 period. Software~~2017 period and software purchases increased ~~$21.6~~$8.5 million compared to the ~~2016 period primarily due to system implementations and investments in our digital platform.~~2017 period.

Cash ~~Provided (Used)~~Used by Financing Activities

The increase in cash ~~provided~~used by financing activities during the ~~first nine~~three months ~~of 2017~~ended June 2018 was ~~driven by a $1.7 billion increase~~primarily due to an $847.6 million net decrease in ~~net~~ cash generated by short-term borrowings driven by net repayments in the three months ended June 2018 compared to ~~$951.8~~net borrowings in the three months ended June 2017, partially offset by a $762.0 million ~~of proceeds from long-term debt received~~decrease in ~~2016. In addition, the first nine months of 2017 reflected $200.1 million of incremental~~ treasury stock purchases and $40.6 million of incremental cash dividends paid compared with the 2016 period. Short-term borrowings included additional amounts needed to prepare to fund the Williamson-Dickie transaction which closed on October 2, 2017, and also support general corporate purposes and share repurchases. Outstanding short-term balances may vary from period to period depending on the level of corporate requirements.purchases.

During the ~~first nine~~three months ~~of 2017,~~ended June 2018, VF ~~purchased 22.2 million~~did not purchase shares of its Common Stock in the open ~~market transactions at a total cost of $1.2 billion (average price per share of $54.04) under the share repurchase programs authorized by VF’s Board of Directors in 2013 and 2017.~~market. During the ~~first nine~~three months ~~of 2016, VF purchased 15.9 million shares of its Common Stock in open market transactions at a total cost of $1.0 billion (average price per share of $62.80).~~

~~In March 2017, VF’s Board of Directors approved a $5.0 billion share repurchase authorization, replacing the 2013 authorization. As of September 30,~~ended June 2017, VF ~~has~~ purchased 14.0 million shares of its Common Stock in open market transactions at a total cost of ~~$762.1~~$762.0 million (average price per share of $54.46) ~~under~~.

As of the ~~new share repurchase authorization, and~~end of June 2018, the Company had ~~$4.2~~$4.0 billion remaining for future ~~repurchases.~~repurchases under its share repurchase program. VF will continue to evaluate its use of capital, giving first priority to business acquisitions and then to direct shareholder return in the form of dividends and share repurchases.

VF relies on continued strong cash generation to finance its ongoing operations. In addition, VF has significant liquidity from its available cash balances and credit facilities. VF maintains a $2.25 billion senior unsecured revolving line of credit (the “Global Credit Facility”). The Global Credit Facility expires in April 2020 and VF may request two extensions of one year each, subject to stated terms and conditions. The Global Credit Facility may be used to borrow funds in both U.S. dollar and certain non-U.S. dollar currencies, and has a $50.0 million letter of credit sublimit. In addition, the Global Credit Facility supports VF’s U.S. commercial paper program for short-term, seasonal working capital requirements and general corporate purposes, including share ~~repurchases.~~repurchases and acquisitions. Outstanding short-term balances may vary from period to period depending on the level of corporate requirements.

VF has a commercial paper program that allows for borrowings of up to $2.25 billion to the extent that it has borrowing capacity under

VF Corporation Q1 2019 Form 10-Q 38

the Global Credit Facility. Commercial paper borrowings and standby letters of credit issued as of ~~September 2017~~June 2018 were ~~$1.9~~$1.3 billion and ~~$15.6~~$15.4 million, respectively, leaving ~~$287.4~~approximately $934.6 million available for borrowing against the Global Credit Facility at

~~September 2017. Approximately $800 million of commercial paper borrowings was used to finance the Williamson-Dickie purchase price on October 2, 2017.~~ June 2018.

VF has ~~$131.6~~$196.5 million of international lines of credit with various banks, which are uncommitted and may be terminated at any time by either VF or the banks. Total outstanding balances under these arrangements were ~~$38.3~~$16.9 million and ~~$37.7~~$21.0 million at ~~September~~June 2018 and June 2017, ~~and September 2016,~~ respectively.

~~VF repaid $250.0 million of 5.95% fixed-rate notes on November 1, 2017, using a combination of operating cash flows and commercial paper borrowings.~~

VF’s favorable credit agency ratings allow for access to additional liquidity at competitive rates. At the end of ~~September 2017,~~June 2018, VF’s long-term debt ratings were ‘A’ by Standard & Poor’s Ratings Services and ‘A3’ by Moody’s Investors Service, and commercial paper ratings by those rating agencies were ‘A-1’ and ‘Prime-2’, respectively.

None of VF’s long-term debt agreements contain acceleration of maturity clauses based solely on changes in credit ratings. However, if there were a change in control of VF and, as a result of the change in control, the 2021, 2023 and 2037 notes were rated below investment grade by recognized rating agencies, VF would be obligated to repurchase the notes at 101% of the aggregate principal amount, plus any accrued and unpaid interest.

Management’s Discussion and Analysis in the ~~2016~~2017 Form 10-K provided a table summarizing VF’s contractual obligations and

commercial commitments at the end of ~~2016~~2017 that would require the use of funds. As of ~~September 2017,~~June 2018, there have been no material changes in the amounts disclosed in the ~~2016~~2017 Form 10-K, except as noted below:

Inventory purchase obligations ~~decreased~~increased by approximately ~~$220.5~~$665.0 million at the end of ~~September 2017~~June 2018 due to the ~~timing~~seasonality of ~~purchase commitments and the removal of commitments related to the licensing business.~~VF's businesses.

In addition, the Company ~~disclosed amounts for minimum royalty payment obligations as of December 2016, substantially all of which were related~~entered into a 10-year power purchase agreement to ~~the licensing business. These obligations were no longer commitments of VF as~~procure electricity generated from renewable energy sources to meet a portion of the ~~closing~~electricity needs for certain facilities in Mexico. The contract has a total purchase commitment of $44.4 million over the ~~LSG sale transaction on April 28, 2017.~~contract term and requires delivery of electricity to commence no later than March 2020.

Management believes that VF’s cash balances and funds provided by operating activities, as well as its Global Credit Facility, additional borrowing capacity and access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of its current and long-term obligations when due, (ii) adequate liquidity to fund capital expenditures and to maintain the planned dividend payout rate and (iii) flexibility to meet investment opportunities, including acquisitions, that may arise.

Recent Accounting Pronouncements

Refer to Note P2 to VF’s consolidated financial statements for information on recently issued and adopted accounting standards, including reclassifications made to ~~2016~~2017 amounts.

~~Critical Accounting Policies and Estimates~~

Critical Accounting Policies and Estimates

Management has chosen accounting policies it considers to be appropriate to accurately and fairly report VF’s operating results and financial position in conformity with generally accepted accounting principles in the United States of America. Our critical accounting policies are applied in a consistent manner. Significant accounting policies are summarized in Note A to the consolidated financial statements included in the ~~2016~~2017 Form 10-K.

The application of these accounting policies requires management to make estimates and assumptions about future events and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses, contingent assets and liabilities, and related disclosures. These estimates, assumptions and judgments are based on historical experience, current trends and other factors believed to be reasonable under the circumstances. Management evaluates these estimates and assumptions, and may retain outside consultants to assist in the evaluation. If actual results ultimately differ from previous estimates, the revisions are included in results of operations in the period in which the actual amounts become known.

The accounting policies that involve the most significant estimates, assumptions and management judgments used in preparation of the consolidated financial statements, or are the most sensitive to change from outside factors, are discussed in Management’s Discussion and Analysis in the ~~2016~~2017 Form 10-K. ~~There~~Except as disclosed in Note 2 and Note 3 to VF's consolidated financial statements,

pertaining to adoption of new accounting pronouncements, there have been no material changes in these ~~policies other than~~policies.

The following discussion provides additional detail of critical accounting estimates during the ~~early adoption~~three months ended June 2018.

Timberland Reporting Unit Impairment Analysis

The historical Timberland reporting unit included the Timberland PRO^® brand and was included in the former Outdoor & Action Sports segment. In connection with the segment reporting changes in the first quarter of Fiscal 2019, Timberland PRO was identified as a new reporting unit. Accordingly, VF was required to evaluate whether there was any impairment at the historical Timberland reporting unit, and allocate to Timberland PRO a portion of the ~~accounting guidance~~historical Timberland reporting unit goodwill of $844.6 million at the April 1, 2018 assessment date.

Management performed a quantitative impairment analysis and concluded that ~~simplifies~~ the ~~subsequent measurement~~estimated fair value of the historical Timberland reporting unit exceeded the carrying value by a substantial amount, and thus the goodwill ~~by eliminating~~was not impaired.

Management allocated $51.5 million of the ~~second step~~historical Timberland reporting unit goodwill balance to Timberland PRO, based on estimated relative fair values. The goodwill for the Timberland PRO reporting unit is included in the Work reportable segment. The

39 VF Corporation Q1 2019 Form 10-Q

remaining goodwill from the historical Timberland reporting unit is included in the Outdoor reportable segment.

The fair values of the reporting units were estimated using valuation techniques described in the Critical Accounting Policies and Estimates included in Management’s Discussion and Analysis in the 2017 Form 10-K.

Management considered whether there were any triggering events that would require impairment testing for the new reporting units and determined that there were none.

Jeanswear North America Reporting Unit Impairment Analysis

The historical Jeanswear North America reporting unit included the Wrangler^®RIGGS brand and was included in the former Jeanswear segment. In connection with the segment reporting changes in the first quarter of Fiscal 2019, Wrangler RIGGS was identified as a new reporting unit. Accordingly, VF was required evaluate whether there was any impairment at the historical Jeanswear North America reporting unit, and allocate to Wrangler RIGGS a portion of the historical Jeanswear North America reporting unit goodwill of $142.1 million at the April 1, 2018 assessment date.

Management performed a quantitative impairment analysis and concluded that the estimated fair value of the historical Jeanswear North America reporting unit exceeded the carrying value by a substantial amount, and thus the goodwill was not impaired.

Management allocated $7.4 million of the historical Jeanswear North America reporting unit goodwill balance to Wrangler RIGGS, based on estimated relative fair values. The goodwill for the Wrangler RIGGS reporting unit is included in the Work reportable segment. The remaining goodwill from the historical Jeanswear North America reporting unit is included in the Jeans reportable segment.

Management considered whether there were any triggering events that would require impairment ~~test.~~testing for the new reporting units and determined that there were none.

Reef^® Impairment Analysis

In May 2018, management commenced a strategic assessment of the Reef^® brand, which was considered a triggering event that required management to perform a quantitative impairment analysis of the goodwill and trademark intangible asset for the Reef^® reporting unit. Based on the analyses, management concluded that the goodwill and trademark were not impaired. For goodwill, the estimated fair value of the reporting unit exceeded the carrying value by 16%. The estimated fair value of the trademark exceeded its carrying value by a significant amount.

The Reef^® brand, acquired in 2005, sells surf-inspired products including sandals, shoes, swimwear, casual apparel and accessories for men, women and children. Products are sold globally through specialty shops, sporting goods chains, department stores, independent distributors and online. As part of the 2009 annual impairment analyses, VF recorded impairment charges of $31.1 million and $5.6 million related to the goodwill and trademark, respectively. The remaining carrying values of the

goodwill and trademark at the May 26, 2018 testing date were $48.3 million and $74.4 million, respectively. The Reef^® brand is included in the Active reportable segment.

The fair values of the Reef^® reporting unit and trademark intangible asset were estimated using valuation techniques consistent with those discussed in the Critical Accounting Policies and Estimates included in Management’s Discussion and Analysis in the 2017 Form 10-K.

Management’s revenue and profitability forecasts used in the Reef^® reporting unit and intangible asset valuations considered historical Reef^® performance, strategic initiatives for the Reef^® reporting unit and industry trends. Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.

Key assumptions developed by VF management and used in the quantitative analyses of the Reef^® reporting unit and trademark include:

Modest growth in the wholesale channel driven by new product offerings and door expansion with existing and new customers

Modest growth in the e-commerce business


•	Gross margin and selling, general and administrative expenses trending consistent with historical Reef^® performance

Royalty rates based on active license agreements of the brand

Market-based discount rates

Management made its estimates based on information available as of the date of our assessment, using assumptions we believe market participants would use in performing an independent valuation of the business. It is possible that VF’s conclusions regarding impairment of the Reef^® reporting unit goodwill or trademark intangible asset could change in future periods. There can be no assurance the estimates and assumptions used in our goodwill and intangible asset impairment testing in the first quarter of Fiscal 2019 will prove to be accurate predictions of the future. For example, variations in our assumptions related to discount rates, comparable company market approach inputs, business performance and execution of planned growth strategies could impact future conclusions. Accordingly, actual results could be negatively impacted and the goodwill may require additional impairment testing in future periods. Future impairment tests could result in a reduction of the 16% excess of fair value over reporting unit carrying value, and possibly an impairment charge. A future impairment charge for goodwill or intangible assets could have a material effect on VF’s consolidated financial position and results of operations.

Management performed sensitivity analyses on the impairment model and concluded that the goodwill was not impaired, even with negative changes made to key assumptions. For goodwill, a 10% decrease in projected cash flows did not cause the estimated fair value of the reporting unit to decline below its carrying value. Separately, a 200 basis point increase in the discount rate did not cause the estimated fair value of the reporting unit to decline below its carrying value.

~~Cautionary Statement on Forward-looking Statements~~

VF Corporation Q1 2019 Form 10-Q 40

Cautionary Statement on Forward-looking Statements

From time to time, VF may make oral or written statements, including statements in this quarterly report that constitute “forward-looking statements” within the meaning of the federal securities laws. These include statements concerning plans, objectives, projections and expectations relating to VF’s operations or economic performance and assumptions related thereto. Forward-looking statements are made based on management’s expectations and beliefs concerning future events impacting VF and therefore involve a number of risks and uncertainties. Forward-looking statements are not guarantees, and actual results could differ materially from those expressed or implied in the forward-looking statements.

Potential risks and uncertainties that could cause the actual results of operations or financial condition of VF to differ materially from those expressed or implied by forward-looking statements in this quarterly report on Form 10-Q include, but are not limited to: foreign currency fluctuations; the level of consumer demand for apparel, footwear and accessories; disruption to VF’s distribution system; VF’s reliance on a small number of large customers; the financial strength of VF’s customers; fluctuations in the price, availability and quality of raw materials and contracted products; disruption and volatility in the global capital and credit markets;

VF’s response to changing fashion trends; evolving consumer preferences and changing patterns of consumer behavior; intense competition from online retailers; manufacturing and product innovation; increasing pressure on margins; VF’s ability to implement its business strategy; VF’s ability to grow its international and direct-to-consumer businesses; VF’s and its customers’ and vendors’ ability to maintain the strength and security of information technology systems; stability of VF’s manufacturing facilities and foreign suppliers; continued use by VF’s suppliers of ethical business practices; VF’s ability to accurately forecast demand for products; continuity of members of VF’s management; VF’s ability to protect trademarks and other intellectual property rights; possible goodwill and other asset impairment; maintenance by VF’s licensees and distributors of the value of VF’s brands; VF's ability to execute and integrate acquisitions; changes in tax laws and liabilities; legal, regulatory, political and economic risks; and adverse or unexpected weather conditions. More information on potential factors that could affect VF’s financial results is included from time to time in VF’s public reports filed with the Securities and Exchange Commission, including VF’s Annual Report on Form 10-K.

~~Item 3 —~~ ~~Quantitative and Qualitative Disclosures about Market Risk~~

ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes in VF’s market risk exposures from what was disclosed in Item 7A in the ~~2016~~2017 Form 10-K.

~~Item 4 —~~ ~~Controls and Procedures~~

ITEM 4 — CONTROLS AND PROCEDURES

Disclosure controls and procedures:

Under the supervision of the Chief Executive Officer and Chief Financial Officer, a Disclosure Committee comprising various members of management has evaluated the effectiveness of the disclosure controls and procedures at VF and its subsidiaries as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded as of the Evaluation Date that such controls and procedures were effective.

Changes in internal control over financial reporting:

There have been no changes during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, VF’s internal control over financial reporting.

~~Part~~

41 VF Corporation Q1 2019 Form 10-Q

PART II — ~~Other Information~~OTHER INFORMATION

~~Item 1 —~~ ~~Legal Proceedings~~

ITEM 1 — LEGAL PROCEEDINGS

Information on VF’s legal proceedings is set forth under Part I, Item 3, “Legal Proceedings,” in the ~~2016~~2017 Form 10-K. There have been no material changes to the legal proceedings from those described in the ~~2016~~2017 Form 10-K.

~~Item 1A —~~ ~~Risk Factors~~

ITEM 1A — RISK FACTORS

You should carefully consider the risk factors set forth under Part I, Item 1A, “Risk Factors,” in the ~~2016~~2017 Form 10-K. There have been no material changes to the risk factors from those disclosed in the ~~2016~~2017 Form 10-K.

~~Item 2 —~~ ~~Unregistered Sales of Equity Securities and Use of Proceeds~~

ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


(c)	Issuer purchases of equity securities:

~~The following table sets forth VF’s~~There were no repurchases of our Common Stock during the fiscal quarter ended ~~September~~June 30, ~~2017~~2018 under the share repurchase program authorized by VF’s Board of Directors in 2017.

Third Quarter 2017
Total
Number of
Shares
Purchased ⁽¹⁾

Weighted
Average
Price Paid
per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Programs ⁽¹⁾

Dollar Value
of Shares that May
Yet be Purchased
Under the Program
July 2 – July 29, 2017 —
$ —
—
4,237,993,373
July 30 – August 26, 2017 —
—
—
4,237,993,373
August 27 – September 30, 2017 840
62.69
840
4,237,940,717
Total 840
840


⁽¹⁾	~~Includes 840 shares of Common Stock that were purchased during the quarter in connection with VF’s deferred compensation plans.~~

The VF Board of Directors approved a new $5.0 billion share repurchase authorization on March 29, 2017, which replaced all remaining shares under the 2013 authorization. VF began repurchasing shares under this new authorization during the second quarter of 2017.



First Quarter 2019	Total Number of Shares Purchased	Weighted Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Dollar Value of Shares that May Yet be Purchased Under the Program
April 1 – April 28, 2018	—	$	—	—	$	3,987,658,568
April 29 – May 26, 2018	—	—		—	3,987,658,568
May 27 – June 30, 2018	—	—		—	3,987,658,568
Total	—			—

VF will continue to evaluate future share repurchases, considering funding required for business acquisitions, VF’s Common Stock price and levels of stock option exercises.

~~Item 6 —~~VF Corporation Q1 2019 Form 10-Q ~~Exhibits~~42

ITEM 6 — EXHIBITS



~~10.1~~		~~2004 Mid-Term Incentive Plan, a subplan under the 1996 Stock Compensation Plan, as amended and restated as of October 18, 2017~~

31.1		Certification of Steven E. Rendle, Chairman, President and Chief Executive Officer, ~~and President,~~ pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Scott A. Roe, Vice President and Chief Financial Officer, pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Steven E. Rendle, Chairman, President and Chief Executive Officer, ~~and President,~~ pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Scott A. Roe, Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

43 VF Corporation Q1 2019 Form 10-Q

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	V.F. CORPORATION
	(Registrant)

	By:	/s/ Scott A. Roe
		Scott A. Roe
		Vice President and Chief Financial Officer (~~Chief~~Principal Financial Officer)

Date: ~~November 2, 2017~~August 9, 2018	By:	/s/ Bryan H. McNeill
		Bryan H. McNeill
		Vice ~~President—~~President, Controller and Chief Accounting Officer (~~Chief~~Principal Accounting Officer)

38VF Corporation Q1 2019 Form 10-Q 44



In thousands	Outdoor & Action Sports		Jeanswear		Imagewear		Sportswear			Total
Balance, December 2016	$	1,310,133	$	210,765	$	30,111	$	157,314		$	1,708,323
Impairment charge	—		—		—		(104,651		)	(104,651		)
Currency translation	32,260		6,941		—		—			39,201
Balance, September 2017	$	1,342,393	$	217,706	$	30,111	$	52,663		$	1,642,873



	Nine Months Ended September 2017
In thousands	Foreign Currency Translation and Other			Defined Benefit Pension Plans			Derivative Financial Instruments			Total
Balance, December 2016	$	(794,579	)	$	(302,697	)	$	55,813		$	(1,041,463	)
Other comprehensive income (loss) before reclassifications	226,615			12,253			(107,836		)	131,032
Amounts reclassified from accumulated other comprehensive income (loss)	—			22,285			(26,750		)	(4,465		)
Net other comprehensive income (loss)	226,615			34,538			(134,586		)	126,567
Balance, September 2017	$	(567,964	)	$	(268,159	)	$	(78,773	)	$	(914,896	)



	Nine Months Ended September 2016
In thousands	Foreign Currency Translation and Other			Defined Benefit Pension Plans			Derivative Financial Instruments			Total
Balance, December 2015	$	(718,169	)	$	(372,195	)	$	47,142		$	(1,043,222	)
Other comprehensive income (loss) before reclassifications	47,618			—			20,331			67,949
Amounts reclassified from accumulated other comprehensive income (loss)	—			31,304			(54,051		)	(22,747		)
Net other comprehensive income (loss)	47,618			31,304			(33,720		)	45,202
Balance, September 2016	$	(670,551	)	$	(340,891	)	$	13,422		$	(998,020	)



In millions	Third Quarter		Nine Months
Total revenues — 2016	$	3,327.7	$	8,282.6
Operations	146.2		181.3
Impact of foreign currency	34.9		(13.8		)
Total revenues — 2017	$	3,508.8	$	8,450.1



Third Quarter 2017	Total Number of Shares Purchased ⁽¹⁾	Weighted Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs ⁽¹⁾	Dollar Value of Shares that May Yet be Purchased Under the Program
July 2 – July 29, 2017	—	$	—	—	4,237,993,373
July 30 – August 26, 2017	—	—		—	4,237,993,373
August 27 – September 30, 2017	840	62.69		840	4,237,940,717
Total	840			840