UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~December 26, 2020~~July 3, 2021

☐ 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)

1551 Wewatta Street

Denver, Colorado 80202

(Address of principal executive offices)

(720) 778-4000

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
(Title of each class)	(Trading Symbol(s))	(Name of each exchange on which registered)
Common Stock, without par value, stated capital, $0.25 per share	VFC	New York Stock Exchange
0.625% Senior Notes due 2023	VFC23	New York Stock Exchange
0.250% Senior Notes due 2028	VFC28	New York Stock Exchange
0.625% Senior Notes due 2032	VFC32	New York Stock Exchange

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. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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

☑

Accelerated filer

☐

Non-accelerated filer

☐

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 ☐ No ☑

On ~~January 23,~~July 31, 2021, there were ~~391,713,717~~392,638,627 shares of the registrant’s common stock outstanding.

VF CORPORATION

Table of Contents


			PAGE NUMBER
Part I — Financial Information			3
Item 1 — Financial Statements (Unaudited)			3
Consolidated Balance Sheets: ~~Consolidated Balance Sheets:~~ ~~December 2020,~~June 2021, March ~~2020~~2021 and June 202 ~~December 2019~~0			3
Consolidated Statements of Operations: Three ~~and~~ ~~nine~~months ended ~~December 2020~~June 2021 and June 20 ~~December 2019~~20			4
Consolidated Statements of Comprehensive Income (L oss): Three ~~and~~ ~~nine~~months ended ~~Dec~~June ~~ember~~ 202 1 and June 2020 ~~and~~ ~~December 2019~~			5
Consolidated Statements of Cash Flows: ~~Nine~~Three months ended ~~Dec~~June 2021 ~~ember 2020~~ and ~~Dec~~J ~~ember 2019~~une 2020			6
Consolidated Statements of Stockholders’ Equity: Three ~~and~~ ~~nine~~ months ended ~~Dec~~June ~~ember 2020~~ 202 1 and ~~Dec~~June ~~ember 2019~~2020			8
Notes to Consolidated Financial Statements			109
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations			2925
Item 3 — Quantitative and Qualitative Disclosures about Market Risk			4135
Item 4 — Controls and Procedures			4135
Part II — Other Information			4236
Item 1 — Legal Proceedings			4236
Item 1A — Risk Factors			4236
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds			4336
Item 6 — Exhibits			4436
Signatures			4537

Table of Contents

PART I — FINANCIAL INFORMATION


ITEM 1 — FINANCIAL STATEMENTS (UNAUDITED).

VF CORPORATION

Consolidated Balance Sheets

(Unaudited)

(In thousands, except share amounts) December 2020 March 2020 December 2019
ASSETS
Current assets
Cash and equivalents $ 3,254,236 $ 1,369,028 $ 540,029
Accounts receivable, less allowance for doubtful accounts of: December 2020 - $39,622; March 2020 - $37,099; December 2019 - $20,374 1,411,565 1,308,051 1,539,923
Inventories 1,075,983 1,293,912 1,254,460
Short-term investments 599,403 0 0
Other current assets 383,384 444,886 356,882
Current assets of discontinued operations 560,648 611,139 464,404
Total current assets 7,285,219 5,027,016 4,155,698
Property, plant and equipment, net 955,845 954,406 867,205
Intangible assets, net 1,862,042 1,854,545 1,887,789
Goodwill 1,194,212 1,156,019 1,489,949
Operating lease right-of-use assets 1,476,503 1,273,514 1,259,066
Other assets 970,520 867,751 958,253
Other assets of discontinued operations 0 0 196,302
TOTAL ASSETS $ 13,744,341 $ 11,133,251 $ 10,814,262
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Short-term borrowings $ 299,748 $ 1,228,812 $ 56,001
Current portion of long-term debt 1,006 1,018 4,677
Accounts payable 412,324 407,021 389,749
Accrued liabilities 1,664,760 1,260,252 1,410,609
Current liabilities of discontinued operations 120,185 126,781 101,056
Total current liabilities 2,498,023 3,023,884 1,962,092
Long-term debt 5,786,552 2,608,269 2,110,488
Operating lease liabilities 1,211,655 1,020,651 1,014,544
Other liabilities 1,109,937 1,123,113 1,128,834
Other liabilities of discontinued operations 0 0 30,714
Total liabilities 10,606,167 7,775,917 6,246,672
Commitments and contingencies 0 0 0
Stockholders’ equity
Preferred Stock, par value $1; shares authorized, 25,000,000; 0 shares outstanding at December 2020, March 2020 or December 2019 0 0 0
Common Stock, stated value $0.25; shares authorized, 1,200,000,000; shares outstanding at December 2020 - 390,985,837; March 2020 - 388,812,158; December 2019 - 394,528,067 97,746 97,203 98,632
Additional paid-in capital 3,735,896 4,183,780 4,182,102
Accumulated other comprehensive income (loss) (995,963) (930,958) (895,372)
Retained earnings 300,495 7,309 1,182,228
Total stockholders’ equity 3,138,174 3,357,334 4,567,590
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,744,341 $ 11,133,251 $ 10,814,262


(In thousands, except share amounts)	June 2021		March 2021		June 2020
ASSETS
Current assets
Cash and equivalents	$	1,274,926	$	815,750	$	2,145,111
Accounts receivable, less allowance for doubtful accounts of: June 2021 - $33,666; March 2021 - $33,654; June 2020 - $38,179	1,138,811		1,298,020		934,984
Inventories	1,216,818		1,061,839		1,402,858
Short-term investments	598,806		598,806		700,000
Other current assets	334,777		423,877		513,049

Current assets of discontinued operations	0		587,578		565,135
Total current assets	4,564,138		4,785,870		6,261,137
Property, plant and equipment, net	1,016,465		975,876		957,309
Intangible assets, net	3,027,886		3,029,545		1,855,764
Goodwill	2,427,324		2,425,427		1,162,606
Operating lease right-of-use assets	1,426,706		1,474,434		1,354,308
Other assets	1,087,832		1,062,877		887,921

TOTAL ASSETS	$	13,550,351	$	13,754,029	$	12,479,045
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Short-term borrowings	$	8,091	$	11,061	$	19,256
Current portion of long-term debt	1,001,030		1,023		1,025
Accounts payable	534,803		463,208		348,932
Accrued liabilities	1,527,522		1,609,928		1,254,967

Current liabilities of discontinued operations	0		125,257		91,283
Total current liabilities	3,071,446		2,210,477		1,715,463
Long-term debt	4,726,234		5,709,149		5,609,792
Operating lease liabilities	1,192,792		1,236,461		1,104,500
Other liabilities	1,285,849		1,541,778		1,136,692

Total liabilities	10,276,321		10,697,865		9,566,447
Commitments and contingencies	0		0		0
Stockholders’ equity
Preferred Stock, par value $1; shares authorized, 25,000,000; 0 shares outstanding at June 2021, March 2021 or June 2020	0		0		0
Common Stock, stated value $0.25; shares authorized, 1,200,000,000; shares outstanding at June 2021 - 392,621,561; March 2021 - 391,941,477; June 2020 - 389,641,245	98,155		97,985		97,410
Additional paid-in capital	3,824,656		3,777,645		4,010,817
Accumulated other comprehensive income (loss)	(965,886)		(1,009,000)		(897,541)
Retained earnings (accumulated deficit)	317,105		189,534		(298,088)
Total stockholders’ equity	3,274,030		3,056,164		2,912,598
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	13,550,351	$	13,754,029	$	12,479,045

See notes to consolidated financial statements.

3 VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q

Table of Contents

VF CORPORATION

Consolidated Statements of Operations

(Unaudited)


		Three Months Ended December				Nine Months Ended December					Three Months Ended June

(In thousands, except per share amounts)	(In thousands, except per share amounts)	2020		2019		2020		2019		(In thousands, except per share amounts)	2021		2020
Net revenues	Net revenues	$	2,971,541	$	3,155,723	$	6,656,158	$	8,386,135	Net revenues	$	2,194,557	$	1,076,293
Costs and operating expenses	Costs and operating expenses									Costs and operating expenses
Cost of goods sold	Cost of goods sold	1,345,024		1,351,653		3,134,381		3,704,254		Cost of goods sold	955,551		506,951
Selling, general and administrative expenses	Selling, general and administrative expenses	1,214,518		1,264,031		3,036,639		3,497,315		Selling, general and administrative expenses	1,036,122		816,151

Total costs and operating expenses	Total costs and operating expenses	2,559,542		2,615,684		6,171,020		7,201,569		Total costs and operating expenses	1,991,673		1,323,102
Operating income		411,999		540,039		485,138		1,184,566
Operating income (loss)										Operating income (loss)	202,884		(246,809)
Interest income	Interest income	2,539		4,966		7,028		15,934		Interest income	2,142		1,313
Interest expense	Interest expense	(34,315)		(22,303)		(97,684)		(65,240)		Interest expense	(34,917)		(29,262)
Other income (expense), net	Other income (expense), net	6,484		(22,144)		(27,059)		(18,361)		Other income (expense), net	9,041		(38,187)
Income from continuing operations before income taxes		386,707		500,558		367,423		1,116,899
Income tax expense		59,048		78,976		74,260		4,667
Income from continuing operations		327,659		421,582		293,163		1,112,232
Income from discontinued operations, net of tax		19,581		43,421		25,186		50,993
Net income		$	347,240	$	465,003	$	318,349	$	1,163,225
Earnings per common share - basic
Income (loss) from continuing operations before income taxes										Income (loss) from continuing operations before income taxes	179,150		(312,945)
Income tax expense (benefit)										Income tax expense (benefit)	25,178		(35,203)
Income (loss) from continuing operations										Income (loss) from continuing operations	153,972		(277,742)
Income (loss) from discontinued operations, net of tax										Income (loss) from discontinued operations, net of tax	170,273		(7,871)
Net income (loss)										Net income (loss)	$	324,245	$	(285,613)
Earnings (loss) per common share - basic										Earnings (loss) per common share - basic
Continuing operations	Continuing operations	$	0.84	$	1.06	$	0.75	$	2.80	Continuing operations	$	0.39	$	(0.71)
Discontinued operations	Discontinued operations	0.05		0.11		0.06		0.13		Discontinued operations	0.44		(0.02)
Total earnings per common share - basic		$	0.89	$	1.17	$	0.82	$	2.93
Earnings per common share - diluted
Total earnings (loss) per common share - basic										Total earnings (loss) per common share - basic	$	0.83	$	(0.73)
Earnings (loss) per common share - diluted										Earnings (loss) per common share - diluted
Continuing operations	Continuing operations	$	0.83	$	1.05	$	0.75	$	2.77	Continuing operations	$	0.39	$	(0.71)
Discontinued operations	Discontinued operations	0.05		0.11		0.06		0.13		Discontinued operations	0.43		(0.02)
Total earnings per common share - diluted		$	0.88	$	1.16	$	0.81	$	2.90
Total earnings (loss) per common share - diluted										Total earnings (loss) per common share - diluted	$	0.82	$	(0.73)
Weighted average shares outstanding	Weighted average shares outstanding									Weighted average shares outstanding
Basic	Basic	389,872		395,940		389,262		396,806		Basic	391,351		388,695
Diluted	Diluted	392,851		400,322		391,607		401,499		Diluted	394,128		390,791

See notes to consolidated financial statements.

VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q 4

Table of Contents

VF CORPORATION

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)


		Three Months Ended December				Nine Months Ended December				Three Months Ended June

(In thousands)	(In thousands)	2020		2019		2020		2019			(In thousands)	2021		2020
Net income		$	347,240	$	465,003	$	318,349	$	1,163,225
Net income (loss)											Net income (loss)	$	324,245	$	(285,613)
Other comprehensive income (loss)	Other comprehensive income (loss)										Other comprehensive income (loss)
Foreign currency translation and other	Foreign currency translation and other										Foreign currency translation and other
Gains (losses) arising during the period		9,495		46,813		(20,134)		(10,831)
Gains arising during the period											Gains arising during the period	33,171		3,854
Reclassification of foreign currency translation losses	Reclassification of foreign currency translation losses	0		0		42,364		0			Reclassification of foreign currency translation losses	0		42,364
Income tax effect	Income tax effect	26,779		5,154		51,616		(815)			Income tax effect	3,882		6,255
Defined benefit pension plans	Defined benefit pension plans										Defined benefit pension plans
Current period actuarial gains (losses)		(4,636)		35,971		(13,489)		21,361
Current period actuarial losses											Current period actuarial losses	(4,013)		0
Amortization of net deferred actuarial losses	Amortization of net deferred actuarial losses	3,020		4,203		8,781		12,236			Amortization of net deferred actuarial losses	2,840		2,863
Amortization of deferred prior service costs (credits)		(19)		13		(53)		38
Amortization of deferred prior service credits											Amortization of deferred prior service credits	(118)		(17)
Reclassification of net actuarial loss from settlement charge	Reclassification of net actuarial loss from settlement charge	544		24,943		1,116		25,462			Reclassification of net actuarial loss from settlement charge	948		0

Income tax effect	Income tax effect	429		(16,334)		1,151		(15,835)			Income tax effect	659		336
Derivative financial instruments	Derivative financial instruments										Derivative financial instruments
Gains (losses) arising during the period	Gains (losses) arising during the period	(82,491)		(56,699)		(129,817)		9,471			Gains (losses) arising during the period	(4,563)		(7,595)
Income tax effect	Income tax effect	14,118		10,163		22,845		(759)			Income tax effect	192		1,530
Reclassification of net gains realized		(4,271)		(22,563)		(35,930)		(56,746)
Reclassification of net (gains) losses realized											Reclassification of net (gains) losses realized	10,559		(20,280)
Income tax effect	Income tax effect	727		3,689		6,545		9,689			Income tax effect	(443)		4,107
Other comprehensive income (loss)	Other comprehensive income (loss)	(36,305)		35,353		(65,005)		(6,729)			Other comprehensive income (loss)	43,114		33,417
Comprehensive income		$	310,935	$	500,356	$	253,344	$	1,156,496
Comprehensive income (loss)											Comprehensive income (loss)	$	367,359	$	(252,196)

See notes to consolidated financial statements.

5 VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q

Table of Contents

VF CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)


		Nine Months Ended December					Three Months Ended June

(In thousands)	(In thousands)	2020		2019		(In thousands)	2021		2020
OPERATING ACTIVITIES	OPERATING ACTIVITIES					OPERATING ACTIVITIES
Net income		$	318,349	$	1,163,225
Income from discontinued operations, net of tax		25,186		50,993
Income from continuing operations, net of tax		293,163		1,112,232
Adjustments to reconcile net income to cash provided by operating activities:
Net income (loss)						Net income (loss)	$	324,245	$	(285,613)
Income (loss) from discontinued operations, net of tax						Income (loss) from discontinued operations, net of tax	170,273		(7,871)
Income (loss) from continuing operations, net of tax						Income (loss) from continuing operations, net of tax	153,972		(277,742)
Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:						Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:

Depreciation and amortization	Depreciation and amortization	204,580		194,647		Depreciation and amortization	68,050		63,026
Reduction in the carrying amount of right-of-use assets	Reduction in the carrying amount of right-of-use assets	309,579		282,531		Reduction in the carrying amount of right-of-use assets	104,930		101,772
Stock-based compensation	Stock-based compensation	46,109		93,460		Stock-based compensation	21,701		9,686
Provision for doubtful accounts	Provision for doubtful accounts	22,494		8,999		Provision for doubtful accounts	1,850		8,145
Pension expense in excess of (less than) contributions		(12,111)		9,428
Pension expense less than contributions						Pension expense less than contributions	(6,759)		(3,802)

Other, net	Other, net	(83)		(124,122)		Other, net	(176,493)		32,858
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(46,835)		(176,524)		Accounts receivable	167,798		372,754
Inventories	Inventories	266,713		(82,698)		Inventories	(150,966)		(100,129)
Accounts payable	Accounts payable	(6,696)		(97,379)		Accounts payable	70,197		(59,768)
Income taxes	Income taxes	(18,235)		(45,529)		Income taxes	134,115		(65,128)
Accrued liabilities	Accrued liabilities	248,679		(80,357)		Accrued liabilities	(71,905)		(26,917)
Operating lease right-of-use assets and liabilities	Operating lease right-of-use assets and liabilities	(254,544)		(314,465)		Operating lease right-of-use assets and liabilities	(113,465)		(51,579)
Other assets and liabilities	Other assets and liabilities	31,464		33,754		Other assets and liabilities	(128,107)		(13,630)
Cash provided by operating activities - continuing operations		1,084,277		813,977
Cash provided (used) by operating activities - continuing operations						Cash provided (used) by operating activities - continuing operations	74,918		(10,454)
Cash provided by operating activities - discontinued operations	Cash provided by operating activities - discontinued operations	57,779		27,649		Cash provided by operating activities - discontinued operations	6,090		7,266
Cash provided by operating activities		1,142,056		841,626
Cash provided (used) by operating activities						Cash provided (used) by operating activities	81,008		(3,188)
INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES

Proceeds from sale of businesses, net of cash sold						Proceeds from sale of businesses, net of cash sold	616,529		0
Purchases of short-term investments						Purchases of short-term investments	0		(700,000)

Purchases of short-term investments		(800,000)		0
Proceeds from maturities of short-term investments		200,000		0
Capital expenditures	Capital expenditures	(152,446)		(179,195)		Capital expenditures	(93,218)		(69,191)
Software purchases	Software purchases	(51,964)		(36,104)		Software purchases	(21,006)		(13,477)
Other, net	Other, net	(9,116)		52,728		Other, net	7,048		(573)
Cash used by investing activities - continuing operations		(813,526)		(162,571)
Cash provided (used) by investing activities - continuing operations						Cash provided (used) by investing activities - continuing operations	509,353		(783,241)
Cash used by investing activities - discontinued operations	Cash used by investing activities - discontinued operations	(3,171)		(11,385)		Cash used by investing activities - discontinued operations	(525)		(1,914)
Cash used by investing activities		(816,697)		(173,956)
Cash provided (used) by investing activities						Cash provided (used) by investing activities	508,828		(785,155)
FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES
Net decrease in short-term borrowings	Net decrease in short-term borrowings	(929,074)		(596,559)		Net decrease in short-term borrowings	(2,973)		(1,209,556)
Payments on long-term debt	Payments on long-term debt	(1,152)		(4,496)		Payments on long-term debt	(253)		(222)
Payment of debt issuance costs	Payment of debt issuance costs	(21,438)		0		Payment of debt issuance costs	0		(21,271)
Proceeds from long-term debt	Proceeds from long-term debt	2,996,090		0		Proceeds from long-term debt	0		2,996,090
Share repurchases		0		(500,003)

Cash dividends paid	Cash dividends paid	(564,904)		(562,298)		Cash dividends paid	(192,131)		(186,746)
Cash received from Kontoor Brands, net of cash transferred of $126.8 million		0		906,148
Proceeds from issuance of Common Stock, net of payments for tax withholdings		45,867		135,086

Proceeds from issuance of Common Stock, net of (payments) for tax withholdings						Proceeds from issuance of Common Stock, net of (payments) for tax withholdings	20,910		(15,634)

Cash provided (used) by financing activities	Cash provided (used) by financing activities	1,525,389		(622,122)		Cash provided (used) by financing activities	(174,447)		1,562,661
Effect of foreign currency rate changes on cash, cash equivalents and restricted cash	Effect of foreign currency rate changes on cash, cash equivalents and restricted cash	12,513		(4,927)		Effect of foreign currency rate changes on cash, cash equivalents and restricted cash	10,003		4,126
Net change in cash, cash equivalents and restricted cash	Net change in cash, cash equivalents and restricted cash	1,863,261		40,621		Net change in cash, cash equivalents and restricted cash	425,392		778,444
Cash, cash equivalents and restricted cash – beginning of year	Cash, cash equivalents and restricted cash – beginning of year	1,411,322		556,587		Cash, cash equivalents and restricted cash – beginning of year	851,205		1,411,322
Cash, cash equivalents and restricted cash – end of period	Cash, cash equivalents and restricted cash – end of period	$	3,274,583	$	597,208	Cash, cash equivalents and restricted cash – end of period	$	1,276,597	$	2,189,766

Continued on next page.

See notes to consolidated financial statements.

VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q 6

Table of Contents

VF CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)


		Nine Months Ended December					Three Months Ended June

(In thousands)	(In thousands)	2020		2019		(In thousands)	2021		2020
Balances per Consolidated Balance Sheets:	Balances per Consolidated Balance Sheets:					Balances per Consolidated Balance Sheets:
Cash and cash equivalents	Cash and cash equivalents	$	3,254,236	$	540,029	Cash and cash equivalents	$	1,274,926	$	2,145,111
Other current assets	Other current assets	1,104		3,448		Other current assets	1,643		1,216

Current assets of discontinued operations	Current assets of discontinued operations	18,771		43,922		Current assets of discontinued operations	0		42,986
Other assets	Other assets	472		9,809		Other assets	28		453
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	3,274,583	$	597,208	Total cash, cash equivalents and restricted cash	$	1,276,597	$	2,189,766

See notes to consolidated financial statements.

7 VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q

Table of Contents

VF CORPORATION

Consolidated Statements of Stockholders’ Equity

(Unaudited)


		Three Months Ended December 2020																					Three Months Ended June 2021
					Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Accumulated Deficit)																Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)				Retained Earnings (Accumulated Deficit)
		Common Stock														Common Stock
(In thousands, except share amounts)	(In thousands, except share amounts)	Shares	Amounts								Total						(In thousands, except share amounts)		Shares				Amounts							Total
Balance, September 2020		389,964,718	$	97,491			$	3,852,358						$	(959,658)					$	(44,953)			$	2,945,238
Balance, March 2021																						Balance, March 2021	391,941,477			$	97,985			$	3,777,645			$	(1,009,000)			$	189,534			$	3,056,164

Net income		—	—				—					—					347,240					347,240
Net income (loss)																						Net income (loss)	—			—				—				—				324,245				324,245
Dividends on Common Stock ($0.49 per share)	Dividends on Common Stock ($0.49 per share)	—	—		(191,266)				—			—					(191,266)					Dividends on Common Stock ($0.49 per share)	—			—		(2,597)				—				(189,534)				(192,131)

Stock-based compensation, net	Stock-based compensation, net	1,021,119	255		74,804				—			(1,792)					73,267					Stock-based compensation, net	680,084			170		49,608				—				(7,140)				42,638
Foreign currency translation and other	Foreign currency translation and other	—	—		—				36,274			—					36,274					Foreign currency translation and other	—			—		—				37,053				—				37,053
Defined benefit pension plans	Defined benefit pension plans	—	—		—				(662)			—					(662)					Defined benefit pension plans	—			—		—				316				—				316
Derivative financial instruments	Derivative financial instruments	—	—		—				(71,917)			—					(71,917)					Derivative financial instruments	—			—		—				5,745				—				5,745

Balance, December 2020		390,985,837	$	97,746	$	3,735,896			$	(995,963)		$	300,495				$	3,138,174
Balance, June 2021																						Balance, June 2021	392,621,561			$	98,155	$	3,824,656			$	(965,886)			$	317,105			$	3,274,030

		Three Months Ended December 2019																					Three Months Ended June 2020
					Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)			Retained Earnings																Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)				Retained Earnings (Accumulated Deficit)
		Common Stock														Common Stock
(In thousands, except share amounts)	(In thousands, except share amounts)	Shares	Amounts								Total						(In thousands, except share amounts)		Shares				Amounts							Total
Balance, September 2019		398,865,790	$	99,716			$	4,072,640						$	(930,725)					$	1,405,988			$	4,647,619
Balance, March 2020																						Balance, March 2020	388,812,158			$	97,203			$	4,183,780			$	(930,958)			$	7,309			$	3,357,334

Net income		—	—				—					—					465,003					465,003
Net income (loss)																						Net income (loss)	—			—				—				—				(285,613)				(285,613)
Dividends on Common Stock ($0.48 per share)	Dividends on Common Stock ($0.48 per share)	—	—		—				—			(188,694)					(188,694)					Dividends on Common Stock ($0.48 per share)	—			—		(186,746)				—				—				(186,746)
Share repurchases		(5,840,550)	(1,460)		—				—			(498,543)					(500,003)

Stock-based compensation, net	Stock-based compensation, net	1,502,827	376		109,462				—			(1,526)					108,312					Stock-based compensation, net	829,087			207		13,783				—				(19,784)				(5,794)
Foreign currency translation and other	Foreign currency translation and other	—	—		—				51,967			—					51,967					Foreign currency translation and other	—			—		—				52,473				—				52,473
Defined benefit pension plans	Defined benefit pension plans	—	—		—				48,796			—					48,796					Defined benefit pension plans	—			—		—				3,182				—				3,182
Derivative financial instruments	Derivative financial instruments	—	—		—				(65,410)			—					(65,410)					Derivative financial instruments	—			—		—				(22,238)				—				(22,238)

Balance, December 2019		394,528,067	$	98,632	$	4,182,102			$	(895,372)		$	1,182,228				$	4,567,590
Balance, June 2020																						Balance, June 2020	389,641,245			$	97,410	$	4,010,817			$	(897,541)			$	(298,088)			$	2,912,598

~~Continued on next page.~~

~~See notes to consolidated financial statements.~~

~~VF Corporation Q3 FY21 Form 10-Q~~ 8

~~Table of Contents~~

~~VF CORPORATION~~

~~Consolidated Statements of Stockholders’ Equity~~

~~(Unaudited)~~

Nine Months Ended December 2020
Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings
Common Stock
(In thousands, except share amounts) Shares Amounts Total
Balance, March 2020 388,812,158 $ 97,203 $ 4,183,780 $ (930,958) $ 7,309 $ 3,357,334
Net income — — — — 318,349 318,349
Dividends on Common Stock ($1.45 per share) — — (564,904) — — (564,904)
Stock-based compensation, net 2,173,679 543 117,020 — (25,163) 92,400
Foreign currency translation and other — — — 73,846 — 73,846
Defined benefit pension plans — — — (2,494) — (2,494)
Derivative financial instruments — — — (136,357) — (136,357)
Balance, December 2020 390,985,837 $ 97,746 $ 3,735,896 $ (995,963) $ 300,495 $ 3,138,174
Nine Months Ended December 2019
Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings
Common Stock
(In thousands, except share amounts) Shares Amounts Total
Balance, March 2019 396,824,662 $ 99,206 $ 3,921,784 $ (902,075) $ 1,179,601 $ 4,298,516
Adoption of new accounting standard, ASU 2016-02 — — — — (2,491) (2,491)
Adoption of new accounting standard, ASU 2018-02 — — — (61,861) 61,861 —
Net income — — — — 1,163,225 1,163,225
Dividends on Common Stock ($1.42 per share) — — — — (562,298) (562,298)
Share repurchases (5,840,550) (1,460) — — (498,543) (500,003)
Stock-based compensation, net 3,543,955 886 260,318 — (28,919) 232,285
Foreign currency translation and other — — — (11,646) — (11,646)
Defined benefit pension plans — — — 43,262 — 43,262
Derivative financial instruments — — — (38,345) — (38,345)
Spin-off of Jeans Business — — — 75,293 (130,208) (54,915)
Balance, December 2019 394,528,067 $ 98,632 $ 4,182,102 $ (895,372) $ 1,182,228 $ 4,567,590

See notes to consolidated financial statements.

9VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q8

Table of Contents

VF CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS		PAGE NUMBER

NOTE 1	Basis of Presentation	1110
NOTE 2	Recently Adopted and Issued Accounting Standards	1110
NOTE 3	Revenues	1210
NOTE 4	Acquisition	1412
NOTE 5	Discontinued Operations	1413
NOTE 6	Inventories	1614
NOTE 7	Intangible Assets	1615
NOTE 8	Goodwill	1715
NOTE 9	Leases	1715
NOTE 10	~~Short-term Borrowings and Long-term Debt~~Pension Plans	1816
NOTE 11	~~Pension Plans~~	18
~~NOTE 12~~	Capital and Accumulated Other Comprehensive Income (Loss)	1916
NOTE 12	Stock-based Compensation	18
NOTE 13	~~Stock-based Compensation~~Income Taxes	2218
NOTE 14	~~Income Taxes~~	22
~~NOTE 15~~	Reportable Segment Information	2319
NOTE 1615	Earnings Per Share	2420
NOTE 1716	Fair Value Measurements	2420
NOTE 1817	Derivative Financial Instruments and Hedging Activities	2522
NOTE 18	Restructuring	24
NOTE 19	~~Restructuring~~Contingencies	2724
NOTE 20	~~Contingencies~~Subsequent Event	28
~~NOTE 21~~	~~Subsequent Event~~s	2824

9VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q10

Table of Contents

NOTE 1 — BASIS OF PRESENTATION

VF Corporation (together with its subsidiaries, collectively known as “VF” or the “Company”) uses a 52/53 week fiscal year ending on the Saturday closest to March 31 of each year. The Company's current fiscal year runs from ~~March 29, 2020~~April 4, 2021 through April ~~3, 2021~~2, 2022 ("Fiscal ~~2021"~~2022"). Accordingly, this Form 10-Q presents our ~~third~~first quarter of Fiscal ~~2021.~~2022. For presentation purposes herein, all references to periods ended ~~December~~June 2021 and June 2020 ~~and December 2019~~ relate to the fiscal periods ended on ~~December 26,~~July 3, 2021 and June 27, 2020, ~~and December 28, 2019,~~ respectively. References to March ~~2020~~2021 relate to information as of ~~March 28, 2020.~~April 3, 2021.

On ~~January 21, 2020,~~June 28, 2021, VF ~~announced its decision to explore~~completed the ~~divestiture~~sale of its Occupational Workwear business. The Occupational Workwear business iswas comprised primarily of the following brands and businesses: Red Kap®, VF Solutions®, Bulwark®, Workrite®, Walls®, Terra®, Kodiak®, Work Authority® and Horace Small®. The business also ~~includes~~included the license of certain Dickies® occupational workwear products that have historically been sold through the business-to-business channel. During the three months ended March 2020, the Company determined that the Occupational Workwear business met the held-for-sale and discontinued operations accounting criteria. Accordingly, the Company has reported theThe results of the Occupational Workwear business and the related cash flows have been reported as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, ~~respectively.~~respectively, through the date of sale. The related held-for-sale assets and liabilities have been reported as assets and liabilities of discontinued operations in the Consolidated Balance ~~Sheets.~~Sheets, through the date of sale. These changes have been applied to all periods presented.

~~On May 22, 2019, VF completed~~Unless otherwise noted, discussion within these notes to the ~~spin-off of its Jeans business, which included the~~ ~~Wrangler~~®, ~~Lee~~® ~~and~~ ~~Rock & Republic~~® ~~brands, as well as the~~ ~~VF Outlet~~TM ~~business, into an independent, publicly traded company. As a result, VF reported the results~~condensed consolidated financial statements relates to continuing operations. Refer to Note 5 for ~~the Jeans business and the related cash flows as~~additional information on discontinued ~~operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows,~~operations.

~~respectively. These changes have been applied to all periods presented.~~

Certain prior year amounts have been reclassified to conform to the Fiscal ~~2021~~2022 presentation.

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 March ~~2020~~2021 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 ~~December 2020~~June 2021 are not necessarily indicative of results that may be expected for any other interim period or for Fiscal ~~2021.~~2022. For further information, refer to the consolidated financial statements and notes included in VF’s Annual Report on Form 10-K for the year ended ~~March 28, 2020~~April 3, 2021 (“Fiscal ~~2020~~2021 Form 10-K”).

In preparing the condensed consolidated financial statements, management makes estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes. The duration and severity of the novel coronavirus ("COVID-19") pandemic, which is subject to uncertainty, ~~is having a significant~~continues to impact on VF's business. Management's estimates and assumptions have contemplated both current and expected impacts related to COVID-19 based on available information. Actual results may differ from those estimates.

NOTE 2 — RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS

Recently Adopted Accounting Standards

In ~~June 2016,~~December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ~~No. 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. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. The guidance became effective for VF in the first quarter of Fiscal 2021, but did not have a material impact on VF's consolidated financial statements. As a result of the adoption of this guidance, the following significant accounting policy from the Company’s Fiscal 2020 Form 10-K has been updated:

~~Accounts Receivable~~

Trade accounts receivable are recorded at invoiced amounts, less contractual allowances for trade terms, sales incentive programs and discounts. Royalty receivables are recorded at amounts earned based on the licensees' sales of licensed products, subject in some cases to contractual minimum

royalties due from individual licensees. VF maintains an allowance for doubtful accounts for estimated losses that will result from the inability of customers and licensees to make required payments. The allowance is determined based on review of specific customer accounts where collection is doubtful, as well as an assessment of the collectability of total receivables, which are grouped based on similar risk characteristics, considering historical trends, adjusted for current economic conditions and reasonable and supportable forecasts when appropriate. The allowance represents the current estimate of lifetime expected credit losses for all outstanding accounts receivable and reflects the Company's ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses and future expectations. Receivables are written off against the allowance when it is determined that the amounts will not be recovered.

~~In August 2018, the FASB issued ASU No. 2018-13,~~ ~~"Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement", an update that modifies the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. The guidance became effective for VF in the first~~

11 ~~VF Corporation Q3 FY21 Form 10-Q~~

~~Table of Contents~~

~~quarter of Fiscal 2021, but did not have a material impact on VF's disclosures.~~

~~In August 2018, the FASB issued ASU No. 2018-15,~~ ~~"Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract"~~, an update that aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance became effective for VF in the first quarter of Fiscal 2021, but did not have a material impact on VF's consolidated financial statements.

~~Recently Issued Accounting Standards~~

~~In August 2018, the FASB issued ASU No. 2018-14,~~ ~~"Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans"~~, an update that modifies the annual disclosure requirements for employers who sponsor defined benefit pension or other postretirement plans. The guidance is effective for VF in Fiscal 2021, but the Company does not expect the adoption of this guidance to have a material impact on VF's annual disclosures.

~~In December 2019, the FASB issued ASU~~ No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes", an update that amends and simplifies the accounting for income taxes by removing certain exceptions in existing guidance and providing new guidance to reduce complexity in certain areas. The guidance ~~will be~~became effective for VF in the first quarter of ~~the year ending April 2,~~Fiscal 2022, ~~("Fiscal 2022") with early adoption permitted. The Company does~~but did not ~~expect the adoption of this guidance to~~ have a material impact on VF's consolidated financial statements.

Recently Issued Accounting Standards

In March 2020 and January 2021, the FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting"and ASU No. 2021-01, ~~an update that~~"Reference Rate Reform (Topic 848): Scope", respectively.This guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The optional guidance is provided to ease the potential burden of accounting for reference rate reform. The guidance is effective and can be adopted no later than December 31, 2022. The Company is evaluating the impact that adopting this guidance would have on VF's consolidated financial statements.

NOTE 3 — REVENUES

Contract Balances

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


(In thousands)	(In thousands)	December 2020		March 2020		December 2019		(In thousands)	June 2021		March 2021		June 2020
Accounts receivable, net		$	1,411,565	$	1,308,051	$	1,539,923
Contract assets (a)	Contract assets (a)	1,512		1,181		1,789		Contract assets (a)	$	1,135	$	880	$	2,487
Contract liabilities (b)	Contract liabilities (b)	55,995		37,498		54,260		Contract liabilities (b)	68,921		49,869		45,622

(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.

VF Corporation Q1 FY22 Form 10-Q 10

Table of Contents

For the three ~~and nine~~ months ended ~~December 2020,~~June 2021, the Company recognized ~~$75.2~~$91.0 million ~~and $195.9 million, respectively,~~ of revenue that was included in the contract liability balance during the ~~periods,~~period, including amounts recorded as a contract liability and subsequently recognized as revenue as performance obligations were satisfied within the same period, such as order deposits from customers. The change in the contract asset and contract liability balances primarily results from the timing differences between the Company's satisfaction of performance obligations and the customer's payment.

~~For the three and nine months ended December 2020, revenue recognized from performance obligations satisfied, or partially satisfied, in prior periods was not material.~~Performance Obligations

As of ~~December 2020,~~June 2021, the Company expects to recognize ~~$68.6~~$63.8 million of fixed consideration related to the future

minimum guarantees in effect under its licensing agreements and expects such amounts to be recognized over time based on the contractual terms, ~~including $5.8 million during~~with the ~~remainder~~majority of the revenue recognized by Fiscal ~~2021.~~

2025.The variable consideration related to licensing arrangements is not disclosed as a remaining performance obligation as it qualifies for the sales-based royalty exemption. VF has also elected the practical expedient to not disclose the transaction price allocated to remaining performance obligations for contracts with an original expected duration of one year or less.

As of ~~December 2020,~~June 2021, there were no arrangements with transaction price allocated to remaining performance obligations other than contracts for which the Company has applied the practical expedients and the fixed consideration related to future minimum guarantees discussed above.

~~VF Corporation Q3 FY21 Form 10-Q~~ 12For the three months ended June 2021, revenue recognized from performance obligations satisfied, or partially satisfied, in prior periods was not material.

~~Table of Contents~~

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 ~~were~~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 December 2020											Three Months Ended June 2021
(In thousands)	(In thousands)	Outdoor		Active		Work		Other		Total		(In thousands)	Outdoor		Active		Work		Other		Total
Channel revenues	Channel revenues											Channel revenues
Wholesale	Wholesale	$	763,743	$	465,857	$	200,872	$	3,106	$	1,433,578	Wholesale	$	334,875	$	546,025	$	226,871	$	0	$	1,107,771
Direct-to-consumer	Direct-to-consumer	804,711		655,922		63,470		89		1,524,192		Direct-to-consumer	279,658		751,235		42,812		0		1,073,705
Royalty	Royalty	2,589		5,342		5,840		0		13,771		Royalty	3,221		4,808		5,052		0		13,081
Total	Total	$	1,571,043	$	1,127,121	$	270,182	$	3,195	$	2,971,541	Total	$	617,754	$	1,302,068	$	274,735	$	0	$	2,194,557

Geographic revenues	Geographic revenues											Geographic revenues
United States	United States	$	776,674	$	620,261	$	170,760	$	0	$	1,567,695	United States	$	283,158	$	695,835	$	217,526	$	0	$	1,196,519
International		794,369		506,860		99,422		3,195		1,403,846
International:												International:
Europe												Europe	218,555		307,216		14,196		0		539,967
Asia-Pacific												Asia-Pacific	88,060		238,473		26,139		0		352,672
Americas (non-U.S.)												Americas (non-U.S.)	27,981		60,544		16,874		0		105,399
Total	Total	$	1,571,043	$	1,127,121	$	270,182	$	3,195	$	2,971,541	Total	$	617,754	$	1,302,068	$	274,735	$	0	$	2,194,557

Three Months Ended December 2019
(In thousands) Outdoor Active Work Other Total
Channel revenues
Wholesale $ 857,939 $ 527,206 $ 196,342 $ 4,750 $ 1,586,237
Direct-to-consumer 796,632 706,186 46,384 1,340 1,550,542
Royalty 4,537 6,070 8,337 0 18,944
Total $ 1,659,108 $ 1,239,462 $ 251,063 $ 6,090 $ 3,155,723
Geographic revenues
United States $ 903,184 $ 686,733 $ 162,411 $ 0 $ 1,752,328
International 755,924 552,729 88,652 6,090 1,403,395
Total $ 1,659,108 $ 1,239,462 $ 251,063 $ 6,090 $ 3,155,723


		Nine Months Ended December 2020											Three Months Ended June 2020
(In thousands)	(In thousands)	Outdoor		Active		Work		Other		Total		(In thousands)	Outdoor		Active		Work		Other		Total
Channel revenues	Channel revenues											Channel revenues
Wholesale	Wholesale	$	1,746,203	$	1,371,889	$	527,378	$	4,381	$	3,649,851	Wholesale	$	158,506	$	241,164	$	117,604	$	1,275	$	518,549
Direct-to-consumer	Direct-to-consumer	1,314,386		1,510,354		144,113		297		2,969,150		Direct-to-consumer	180,014		324,201		40,615		44		544,874
Royalty	Royalty	6,089		16,396		14,672		0		37,157		Royalty	2,708		5,951		4,211		0		12,870
Total	Total	$	3,066,678	$	2,898,639	$	686,163	$	4,678	$	6,656,158	Total	$	341,228	$	571,316	$	162,430	$	1,319	$	1,076,293

Geographic revenues	Geographic revenues											Geographic revenues
United States	United States	$	1,451,827	$	1,472,145	$	446,850	$	0	$	3,370,822	United States	$	152,477	$	265,507	$	114,632	$	0	$	532,616
International		1,614,851		1,426,494		239,313		4,678		3,285,336
International:												International:
Europe												Europe	99,024		125,526		13,301		1,319		239,170
Asia-Pacific												Asia-Pacific	79,267		162,414		24,509		0		266,190
Americas (non-U.S.)												Americas (non-U.S.)	10,460		17,869		9,988		0		38,317
Total	Total	$	3,066,678	$	2,898,639	$	686,163	$	4,678	$	6,656,158	Total	$	341,228	$	571,316	$	162,430	$	1,319	$	1,076,293

1311 VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q

Table of Contents

Nine Months Ended December 2019
(In thousands) Outdoor Active Work Other Total
Channel revenues
Wholesale $ 2,375,117 $ 1,897,118 $ 547,104 $ 22,730 $ 4,842,069
Direct-to-consumer 1,410,658 1,969,700 110,356 7,692 3,498,406
Royalty 9,890 18,404 17,366 0 45,660
Total $ 3,795,665 $ 3,885,222 $ 674,826 $ 30,422 $ 8,386,135
Geographic revenues
United States $ 1,943,491 $ 2,109,479 $ 454,565 $ 0 $ 4,507,535
International 1,852,174 1,775,743 220,261 30,422 3,878,600
Total $ 3,795,665 $ 3,885,222 $ 674,826 $ 30,422 $ 8,386,135

NOTE 4 — ACQUISITION

On ~~November 8,~~December 28, 2020, VF ~~entered into a definitive merger agreement to acquire~~acquired 100% of the outstanding shares of Supreme Holdings, Inc. ("Supreme")~~. The acquisition was completed on December 28, 2020, in VF's fourth quarter of Fiscal 2021,~~ for ~~an aggregate base purchase price of $2.1 billion, which was funded with cash on hand and short-term borrowings. At the end of the third quarter, VF designated~~ $2.2 billion ofin cash, ~~for the acquisition,~~ which ~~is included in the cash and equivalents line item in the Consolidated Balance Sheet as of December 2020, as there were no legal or other restrictions related to these amounts. The base purchase price~~ is subject to working capital and other adjustments. VFThe transaction also included $0.2 billion of cash acquired by VF. The preliminary purchase price was primarily funded with cash on hand.

The acquisition of Supreme includes a contingent arrangement that may ~~make an~~require additional ~~future payment~~cash consideration to be paid to the selling shareholders of upSupreme ranging from 0 to $300.0 million, subject to the ~~satisfaction~~achievement of certain ~~post-closing performance milestones through~~financial targets over the one-year earn-out period ending January 31, 2022. The initial estimated fair value of the contingent consideration of $207.0 million is included in the preliminary purchase price and was reported in the other liabilities line item in the Consolidated Balance Sheet at March 2021. The estimated fair value of the contingent consideration was determined based on the probability-weighted present value of various future cash payment outcomes. In subsequent reporting periods, the contingent consideration liability is remeasured at fair value with changes recognized in the selling, general and administrative expenses line item in the Consolidated Statements of Operations. Refer to Note 16 for additional information on fair value measurements.

Supreme was a privately-held company based in New York, New York and is a global streetwear leader that sells apparel, accessories and footwear under its namesake brand, Supreme®, through direct-to-consumer channels, including digital. The acquisition of Supreme accelerates VF's ~~consumer-minded, retail-centric, hyper-digital business model transformation~~long-term growth

strategy and builds on a long-standing relationship between Supreme and VF, with the Supreme® brand being a regular collaborator with VF's

Vans®, The North Face® and Timberland® brands. The acquisition also provides VF with deeper access to attractive consumer segments and the ability to leverage VF's enterprise platforms and capabilities to enable sustainable long-term growth.

The Company recognized $6.6 million of transaction and deal-related expenses in the three and nine months ended December 2020 in the selling, general and administrative expenses line item in the Consolidated Statements of Operations.

In connection with the acquisition, VF deposited in escrow 605,050 shares of VF Common ~~Stock, which are subject to certain restrictions, for a key member of Supreme management.~~Stock. The common shares are subject to certain future service requirements and vest over periods of up to four years. For accounting purposes, VF will recognize the stock-based compensation cost for the fair value of these awards of $51.7 million over the vesting periods.

For the three months ended June 2021, Supreme contributed revenues of $145.7 million and net income of $26.3 million. The ~~Company is still~~results of Supreme have been reported in the ~~process~~Active segment since the date of ~~aligning accounting policies, determining~~acquisition. Total transaction expenses for the Supreme acquisition were $8.7 million, all of which were recognized in the year ended March 2021 in the selling, general and administrative expenses line item in the Consolidated Statement of Operations.

The allocation of the purchase price is preliminary and ~~valuing~~subject to change, primarily for certain income tax matters and final adjustments for net working capital. 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 valuation date.

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


(In thousands)	December 28, 2020
Cash and equivalents	$	218,104
Accounts receivable	19,698
Inventories	44,937
Other current assets	35,091
Property, plant and equipment	18,914
Intangible asset	1,201,000
Operating lease right-of-use assets	55,668
Other assets	58,479
Total assets acquired	1,651,891

Accounts payable	25,717
Other current liabilities	78,205
Operating lease liabilities	53,062
Deferred income tax liabilities	275,718
Other liabilities	35,245
Total liabilities assumed	467,947

Net assets acquired	1,183,944
Goodwill	1,250,311
Purchase price	$	2,434,255

VF Corporation Q1 FY22 Form 10-Q 12

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The preliminary purchase price consisted of the following components:


(In thousands)	December 28, 2020
Cash consideration	$	2,227,255
Contingent consideration	207,000
Purchase price	$	2,434,255

The goodwill is attributable to our ability to expand the Supreme®brand into new markets, the acquired workforce and future collaboration opportunities for the Supreme® brand. All of the goodwill was assigned to the Active segment and will not be deductible for tax purposes.

The Supreme®trademark, which management believes to have an indefinite life, has been valued at $1.2 billion using the relief-from-royalty method, which is an income valuation approach. The relief-from-royalty method requires the use of significant estimates and assumptions, including but not limited to, future revenues, growth rates, royalty rate, tax rates and discount rate.

The following unaudited pro forma summary presents consolidated information of VF as ~~such, certain disclosures regarding this transaction~~if the acquisition of Supreme had occurred on March 31, 2019:


(In thousands, except per share amounts)	Three Months Ended June 2020 (unaudited)
Total revenues	$	1,190,285
Income (loss) from continuing operations	(264,463)
Earnings (loss) per common share from continuing operations
Basic	$	(0.68)
Diluted	(0.68)

These pro forma amounts have been calculated after applying VF’s accounting policies and adjusting the results of Supreme to reflect the fair value adjustments to intangible assets, property, plant and equipment and inventory. The results of Supreme have also been adjusted for historical interest expense as the acquired business was debt-free on the acquisition date. These changes have been applied from March 31, 2019, with related tax effects.

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

NOTE 5 — DISCONTINUED OPERATIONS

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

Occupational Workwear Business

On January 21, 2020, VF announced its decision to explore the divestiture of its Occupational Workwear business. The Occupational Workwear business is comprised primarily of the following brands and businesses: Red Kap®, VF Solutions®, Bulwark®, Workrite®, Walls®, Terra®, Kodiak®, Work Authority® and Horace Small®.The business also includes the license of certain Dickies® occupational workwear products that have historically been sold through the business-to-business channel.

~~During the three months ended~~ As of March 28, 2020, ~~the Company determined~~ the Occupational Workwear business met the held-for-sale and discontinued operations accounting criteria. Accordingly, the Company has reported the results of the Occupational Workwear business and the related cash flows as

discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, ~~respectively.~~respectively, through the date of sale. The related held-for-sale assets and ~~liabilities~~liabilities have been reported as assets and liabilities of discontinued operations in the Consolidated Balance ~~Sheets.~~Sheets, through the date of sale.

On June 28, 2021, VF completed the sale of the Occupational Workwear business. The Company received proceeds of $616.5 million, net of cash sold, resulting in an estimated after-tax gain on sale of $145.6 million, which is included in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statement of Operations for the three months ended June 2021, and is subject to working capital and other adjustments.

The results of the Occupational Workwear business were previously reported in the Work segment. The results of the Occupational Workwear business recorded in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Operations were income of ~~$19.6~~$170.3 million (including an estimated after-tax gain on sale of $145.6 million) and ~~$25.2~~a loss of $7.9 million for the three ~~and nine~~ months ended ~~December~~June 2021 and June 2020, ~~respectively, and~~ ~~$31.1 million~~ ~~and~~ ~~$86.8 million~~respectively.

Under the terms of a transition services agreement, the Company will provide certain support services for periods generally up to 12 months from the ~~three and nine months ended~~ ~~December 2019, respectively.~~

~~Certain corporate overhead costs and segment costs previously allocated to~~closing date of the ~~Occupational Workwear business for segment reporting purposes did not qualify for classification within discontinued operations and have been reallocated to continuing operations.~~transaction.

13VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q14

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~~Jeans Business~~

~~On May 22, 2019, VF completed the spin-off its Jeans business, which included the~~ ~~Wrangler~~®, ~~Lee~~® ~~and~~ ~~Rock & Republic~~® ~~brands, as well as the~~ ~~VF Outlet~~TM business, into an independent, publicly traded company now operating under the name Kontoor Brands, Inc. ("Kontoor Brands") and trading under the symbol "KTB" on the New York Stock Exchange. The spin-off was effected through a distribution to VF shareholders of one share of Kontoor Brands common stock for every seven shares of VF common stock held on the record date of May 10, 2019. Accordingly, the Company has reported the results of the Jeans business and the related cash flows as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively.

In connection with the spin-off, Kontoor Brands entered into a credit agreement with respect to $1.55 billion in senior secured credit facilities consisting of a senior secured five-year $750.0 million term loan A facility, a senior secured seven-year $300.0 million term loan B facility and a five-year $500.0 million senior secured revolving credit facility (collectively, the "Kontoor Credit Facilities"). Prior to the effective date of the spin-off, Kontoor Brands incurred $1.05 billion of indebtedness under the Kontoor Credit Facilities, which was primarily used to fund a transfer of $906.1 million to VF and its subsidiaries, net of $126.8 million of cash received from VF. As a result of the spin-off, VF divested net assets of $54.9 million, including the indebtedness under the Kontoor Credit Facilities. Also included in the net assets divested was $75.3 million of net accumulated other comprehensive losses attributable to the Jeans business, primarily related to foreign currency translation.

~~The results of the~~ ~~Wrangler~~®, ~~Lee~~® ~~and~~ ~~Rock & Republic~~® ~~brands were previously reported in the Jeans segment, the results of~~

~~the~~ ~~Wrangler~~® ~~RIGGS~~ ~~brand were previously reported in the Work segment, and the results of the non-VF products sold in~~ ~~VF Outlet~~TM stores were previously reported in the Other category included in the reconciliation of segment revenues and segment profit. The results of the Jeans business recorded in the income from discontinued operations, net of tax line item in the Consolidated Statement of Operations were income of $12.3 million~~and a loss of $35.8 million for the three and nine months ended December 2019, respectively, including $59.5 million of separation and related expenses during the nine months ended December 2019.~~

In connection with the spin-off of the Jeans business, the Company entered into several agreements with Kontoor Brands that govern the relationship of the parties following the spin-off including the Separation and Distribution Agreement, the Tax Matters Agreement, the Transition Services Agreement, the VF Intellectual Property License Agreement and the Employee Matters Agreement. Under the terms of the Transition Services Agreement, the Company and Kontoor Brands agreed to provide each other certain transitional services including information technology, information management, human resources, employee benefits administration, supply chain, facilities, and other limited finance and accounting related services for periods up to 24 months. VF and Kontoor Brands have agreed to continue certain services on commercial terms, primarily related to information technology services, for various periods but no longer than through May 31, 2022. Payments and operating expense reimbursements for transition services are recorded within the reportable segments or within the corporate and other expenses line item, in the reconciliation of segment profit in Note 15, based on the function providing the service.

Summarized Discontinued Operations Financial Information

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


		Three Months Ended December				Nine Months Ended December					Three Months Ended June

(In thousands)	(In thousands)	2020		2019		2020		2019		(In thousands)	2021		2020
Net revenues	Net revenues	$	176,464	$	229,023	$	464,107	$	998,561	Net revenues	$	181,424	$	125,333
Cost of goods sold	Cost of goods sold	115,801		148,810		330,418		632,754		Cost of goods sold	117,193		101,470
Selling, general and administrative expenses	Selling, general and administrative expenses	35,576		41,450		103,743		279,933		Selling, general and administrative expenses	38,735		33,256

Interest income, net	Interest income, net	68		523		541		1,115		Interest income, net	194		293
Other income (expense), net	Other income (expense), net	22		(8)		101		(672)		Other income (expense), net	6		0
Income from discontinued operations before income taxes		25,177		39,278		30,588		86,317

Income tax expense (benefit) (a)		5,596		(4,143)		5,402		35,324
Income from discontinued operations, net of tax		$	19,581	$	43,421	$	25,186	$	50,993
Income (loss) from discontinued operations before income taxes										Income (loss) from discontinued operations before income taxes	25,696		(9,100)
Gain on the sale of discontinued operations before income taxes										Gain on the sale of discontinued operations before income taxes	133,571		0
Total income (loss) from discontinued operations before income taxes										Total income (loss) from discontinued operations before income taxes	159,267		(9,100)
Income tax benefit (a)										Income tax benefit (a)	(11,006)		(1,229)
Income (loss) from discontinued operations, net of tax										Income (loss) from discontinued operations, net of tax	$	170,273	$	(7,871)

(a)Income tax benefit for the three months ended ~~December 2019 reflects a return to accrual adjustment to the previously recorded~~June 2021 includes $12.0 million of deferred tax ~~expense~~benefit related to capital and other losses realized upon the ~~Jeans business. Income tax expense for~~sale of the ~~nine months ended December 2019 includes additional tax expense on nondeductible transaction costs and uncertain tax positions related to the Jeans~~Occupational Workwear business.

15 ~~VF Corporation Q3 FY21 Form 10-Q~~

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


(In thousands)	(In thousands)	December 2020		March 2020		December 2019		(In thousands)	June 2021		March 2021		June 2020
Cash and equivalents	Cash and equivalents	$	18,771	$	39,752	$	43,922	Cash and equivalents	$	0	$	34,132	$	42,986
Accounts receivable, net	Accounts receivable, net	91,554		83,650		101,835		Accounts receivable, net	0		103,835		64,065
Inventories	Inventories	242,204		294,000		310,510		Inventories	0		245,227		258,632
Other current assets	Other current assets	12,802		6,701		8,137		Other current assets	0		8,208		10,027
Property, plant and equipment, net	Property, plant and equipment, net	48,605		44,863		41,566		Property, plant and equipment, net	0		49,394		46,697
Intangible assets, net	Intangible assets, net	54,472		54,471		60,443		Intangible assets, net	0		54,471		54,471
Goodwill	Goodwill	43,530		43,530		49,630		Goodwill	0		43,530		43,530
Operating lease right-of-use assets	Operating lease right-of-use assets	42,930		38,941		39,565		Operating lease right-of-use assets	0		43,220		39,452
Other assets	Other assets	5,780		5,231		5,098		Other assets	0		5,561		5,275

Total assets of discontinued operations	Total assets of discontinued operations	$	560,648	$	611,139	$	660,706	Total assets of discontinued operations	$	0	$	587,578	$	565,135

Accounts payable	Accounts payable	$	50,434	$	63,380	$	67,244	Accounts payable	$	0	$	59,965	$	27,810
Accrued liabilities	Accrued liabilities	34,470		29,699		33,812		Accrued liabilities	0		38,956		31,134
Operating lease liabilities	Operating lease liabilities	33,073		35,867		38,310		Operating lease liabilities	0		31,301		34,462
Other liabilities	Other liabilities	6,303		2,270		2,651		Other liabilities	0		3,863		2,284
Deferred income tax liabilities (a)	Deferred income tax liabilities (a)	(4,095)		(4,435)		(10,247)		Deferred income tax liabilities (a)	0		(8,828)		(4,407)
Total liabilities of discontinued operations	Total liabilities of discontinued operations	$	120,185	$	126,781	$	131,770	Total liabilities of discontinued operations	$	0	$	125,257	$	91,283

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

NOTE 6 — INVENTORIES


(In thousands)	(In thousands)	December 2020		March 2020		December 2019		(In thousands)	June 2021		March 2021		June 2020
Finished products	Finished products	$	1,008,796	$	1,201,562	$	1,164,967	Finished products	$	1,139,926	$	983,472	$	1,314,399
Work-in-process	Work-in-process	55,352		67,603		66,124		Work-in-process	53,202		54,386		64,401
Raw materials	Raw materials	11,835		24,747		23,369		Raw materials	23,690		23,981		24,058
Total inventories	Total inventories	$	1,075,983	$	1,293,912	$	1,254,460	Total inventories	$	1,216,818	$	1,061,839	$	1,402,858

VF Corporation Q1 FY22 Form 10-Q 14

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NOTE 7 — INTANGIBLE ASSETS


				December 2020						March 2020					June 2021						March 2021
(In thousands)	(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:	Amortizable intangible assets:											Amortizable intangible assets:
Customer relationships	Customer relationships	19 years	Accelerated	$	271,910	$	149,553	$	122,357	$	137,017	Customer relationships	19 years	Accelerated	$	264,354	$	150,845	$	113,509	$	117,207
License agreements	License agreements	19 years	Accelerated	8,095		5,478		2,617		2,548		License agreements	20 years	Accelerated	6,794		4,372		2,422		2,448
Other	Other	8 years	Straight-line	8,796		6,440		2,356		2,909		Other	9 years	Straight-line	6,941		5,151		1,790		1,986
Amortizable intangible assets, net	Amortizable intangible assets, net							127,330		142,474		Amortizable intangible assets, net							117,721		121,641
Indefinite-lived intangible assets:	Indefinite-lived intangible assets:											Indefinite-lived intangible assets:
Trademarks and trade names	Trademarks and trade names							1,734,712		1,712,071		Trademarks and trade names							2,910,165		2,907,904
Intangible assets, net	Intangible assets, net							$	1,862,042	$	1,854,545	Intangible assets, net							$	3,027,886	$	3,029,545

Amortization expense for the three ~~and nine~~ months ended ~~December 2020~~June 2021 was ~~$4.3 million and $13.2 million, respectively.~~$4.1 million. Based on the carrying amounts of amortizable intangible assets noted above, estimated amortization expense for the next five years beginning in Fiscal ~~2021~~2022 is ~~$17.0~~$15.6 million, ~~$15.4~~$14.6 million, ~~$14.3~~$14.1 million, ~~$13.8~~$13.6 million and ~~$13.3~~$12.6 million, respectively.

~~VF Corporation Q3 FY21 Form 10-Q~~ 16

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NOTE 8 — GOODWILL

Changes in goodwill are summarized by reportable segment as follows:


(In thousands)	(In thousands)	Outdoor		Active		Work		Total		(In thousands)	Outdoor		Active		Work		Total
Balance, March 2020		$	653,433	$	389,848	$	112,738	$	1,156,019
Balance, March 2021										Balance, March 2021	$	665,278	$	1,645,769	$	114,380	$	2,425,427

Currency translation	Currency translation	14,772		21,618		1,803		38,193		Currency translation	365		1,211		321		1,897
Balance, December 2020		$	668,205	$	411,466	$	114,541	$	1,194,212
Balance, June 2021										Balance, June 2021	$	665,643	$	1,646,980	$	114,701	$	2,427,324

~~Accumulated impairment~~Accumulated impairment charges for the Outdoor segment were $323.2 million as of ~~December 2020~~June 2021 and March ~~2020.~~2021. NaN impairment charges were recorded during the ~~nine~~three months ended ~~December 2020.~~June 2021.

NOTE 9 — LEASES

The Company leases certain retail locations, office space, distribution facilities, machinery and equipment, and vehicles. The substantial majority of these leases are operating leases. Total lease cost includes operating lease cost, variable lease cost, finance lease cost, short-term lease cost ~~impairment~~ and ~~gain recognized from sale-leaseback transactions.~~impairment. Components of lease cost were as follows:


		Three Months Ended December				Nine Months Ended December				Three Months Ended June

(In thousands)	(In thousands)	2020		2019		2020		2019			(In thousands)	2021		2020
Operating lease cost	Operating lease cost	$	110,970	$	103,339	$	326,501	$	309,950		Operating lease cost	$	113,500	$	108,852
Other lease costs	Other lease costs	19,336		36,165		53,906		85,271			Other lease costs	27,939		14,998
Total lease cost	Total lease cost	$	130,306	$	139,504	$	380,407	$	395,221		Total lease cost	$	141,439	$	123,850

During the ~~nine~~three months ended ~~December~~June 2021 and 2020, ~~and 2019,~~ the Company paid ~~$289.4~~$119.4 million and ~~$314.7~~$65.0 million of cash for operating leases, respectively. The ~~decrease~~increase was primarily driven by the timing of payments and lease concessions related to the effects of ~~COVID-19.~~COVID-19 in the three months ended June 2020. During the ~~nine~~three months ended ~~December~~June 2021 and 2020, ~~and 2019,~~ the Company obtained ~~$506.7~~$52.3 million and ~~$347.9~~$190.2 million of right-of-use assets in exchange for lease liabilities, respectively. The decrease was primarily driven by the commencement of a new distribution center lease during the three months ended June 2020.

1715 VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q

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NOTE 10 ~~— SHORT-TERM BORROWINGS AND LONG-TERM DEBT~~

~~Revolving Credit Facility~~

In April 2020, VF entered into Amendment No. 1 to its $2.25 billion senior unsecured revolving line of credit (the "Global Credit Facility") (the “Amendment”). The Amendment provides for (i) an increase in VF’s consolidated indebtedness to consolidated capitalization ratio financial covenant to 0.70 to 1.00 (from 0.60 to 1.00) through the last day of the fiscal quarter ending March 31, 2022, (ii) calculation of consolidated indebtedness (and, thereby consolidated capitalization) net of unrestricted cash of VF and its subsidiaries and (iii) testing of such financial covenant solely as of the last day of each fiscal quarter during such period. In addition, the Amendment requires VF and its subsidiaries to maintain minimum liquidity in the form of unrestricted cash and unused financing commitments of not

~~less than $750.0 million at all times during such period.~~ ~~As of~~ ~~December 2020, VF was in compliance with all covenants.~~

~~Short-term Borrowings~~

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 the Global Credit Facility. Commercial paper borrowings as of December 2020 were $286.0 million. VF also has $71.2 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 $13.7 million at December 2020.

~~Senior Notes Issuance~~

~~In April 2020, VF issued senior unsecured notes, as outlined in the table below:~~

(Dollars in thousands)
Scheduled Maturity Aggregate Principal Effective Annual Interest Rate Interest Payments
2.050% notes, due 2022 $ 1,000,000 2.277 % Semiannually
2.400% notes, due 2025 750,000 2.603 % Semiannually
2.800% notes, due 2027 500,000 2.953 % Semiannually
2.950% notes, due 2030 750,000 3.071 % Semiannually
Total Issuance $ 3,000,000

VF used a portion of the net proceeds from this offering to repay borrowings under its Global Credit Facility. The aggregate outstanding balance of these notes was $2.98 billion at December 2020, which was net of unamortized original issue discount and debt issuance costs.

~~NOTE 11~~ — PENSION PLANS

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


		Three Months Ended December				Nine Months Ended December					Three Months Ended June

(In thousands)	(In thousands)	2020		2019		2020		2019		(In thousands)	2021		2020
Service cost – benefits earned during the period	Service cost – benefits earned during the period	$	3,837	$	3,401	$	11,252	$	10,192	Service cost – benefits earned during the period	$	3,613	$	3,632
Interest cost on projected benefit obligations	Interest cost on projected benefit obligations	11,764		14,581		35,693		44,085		Interest cost on projected benefit obligations	9,475		11,948
Expected return on plan assets	Expected return on plan assets	(20,586)		(23,176)		(61,696)		(69,505)		Expected return on plan assets	(19,385)		(20,539)
Settlement charges		544		24,943		1,116		25,462
Settlement charge										Settlement charge	948		0

Amortization of deferred amounts:	Amortization of deferred amounts:									Amortization of deferred amounts:
Net deferred actuarial losses	Net deferred actuarial losses	3,020		4,203		8,781		12,236		Net deferred actuarial losses	2,840		2,863
Deferred prior service costs (credits)		(19)		13		(53)		38
Deferred prior service credits										Deferred prior service credits	(118)		(17)
Net periodic pension cost (income)	Net periodic pension cost (income)	$	(1,440)	$	23,965	$	(4,907)	$	22,508	Net periodic pension cost (income)	$	(2,627)	$	(2,113)

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

VF has reported the service cost component of net periodic pension cost (income) in operating income and the other components, which include interest cost, expected return on plan assets, settlement charges and amortization of deferred actuarial losses and prior service ~~costs (credits),~~credits, in the other income (expense), net line item in the Consolidated Statements of Operations.

VF contributed ~~$7.3~~$4.1 million to its defined benefit plans during the ~~nine~~three months ended ~~December 2020,~~June 2021, and intends to make

approximately ~~$11.5~~$23.4 million of contributions during the remainder of Fiscal ~~2021.~~2022.

VF recorded ~~$0.5~~a $0.9 million ~~and $1.1 million in~~ settlement ~~charges~~charge in the other income (expense), net line item in the Consolidated ~~Statements~~Statement of Operations for the three ~~and nine~~ months ended ~~December 2020, respectively.~~June 2021. The settlement ~~charges~~charge related to the recognition of deferred actuarial losses resulting from lump sum payments of retirement benefits in the supplemental defined benefit pension plan. Actuarial assumptions used in the interim ~~valuations~~valuation were reviewed and revised as appropriate.

~~VF Corporation Q3 FY21 Form 10-Q~~ 18

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The discount rate used to determine the supplemental defined benefit pension obligation ~~was 2.62% and 2.87%~~ as of ~~December 2020 and September 2020, respectively.~~

Additionally, during the three months ended December 2019, the Company offered former employees in the U.S. qualified defined benefit pension plan a one-time option to receive a distribution of their deferred vested benefits. As a result, VF recorded a $22.9 million settlement charge in the other income (expense),

net line item in the Consolidated Statement of Operations during the three months ended December 2019 to recognize the related deferred actuarial losses in accumulated other comprehensive income (loss)June 2021 was 2.90%. ~~VF also recorded $2.0 million and $2.5 million in settlement charges for the three and nine months ended December 2019, respectively, related to the supplemental defined benefit pension plan.~~

NOTE 1211 — CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Common Stock

During the ~~nine~~three months ended ~~December 2020,~~June 2021, the Company did 0t purchase shares of Common Stock in open market transactions under its share repurchase program authorized by VF’s Board of Directors. These are treated as treasury stock transactions when shares are repurchased.

Common Stock outstanding is net of shares held in treasury which are, in substance, retired. There were 0 shares held in treasury at the end of ~~December 2020,~~June 2021, March ~~2020~~2021 or ~~December 2019.~~June 2020. The excess of the cost of treasury shares acquired over the $0.25 per share stated value of Common Stock is deducted from retained earnings.

Accumulated Other Comprehensive Income (Loss)

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


(In thousands)	(In thousands)	December 2020		March 2020		December 2019		(In thousands)	June 2021		March 2021		June 2020
Foreign currency translation and other	Foreign currency translation and other	$	(663,863)	$	(737,709)	$	(663,319)	Foreign currency translation and other	$	(663,120)	$	(700,173)	$	(685,236)
Defined benefit pension plans	Defined benefit pension plans	(264,966)		(262,472)		(249,530)		Defined benefit pension plans	(257,431)		(257,747)		(259,290)
Derivative financial instruments	Derivative financial instruments	(67,134)		69,223		17,477		Derivative financial instruments	(45,335)		(51,080)		46,985
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	$	(995,963)	$	(930,958)	$	(895,372)	Accumulated other comprehensive income (loss)	$	(965,886)	$	(1,009,000)	$	(897,541)

VF Corporation Q1 FY22 Form 10-Q 16

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


		Three Months Ended December 2020									Three Months Ended June 2021
(In thousands)	(In thousands)	Foreign Currency Translation and Other		Defined Benefit Pension Plans		Derivative Financial Instruments		Total		(In thousands)	Foreign Currency Translation and Other		Defined Benefit Pension Plans		Derivative Financial Instruments		Total
Balance, September 2020		$	(700,137)	$	(264,304)	$	4,783	$	(959,658)
Balance, March 2021										Balance, March 2021	$	(700,173)	$	(257,747)	$	(51,080)	$	(1,009,000)

Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	36,274		(3,541)		(68,373)		(35,640)		Other comprehensive income (loss) before reclassifications	37,053		(2,411)		(4,371)		30,271
Amounts reclassified from accumulated other comprehensive income (loss)	Amounts reclassified from accumulated other comprehensive income (loss)	0		2,879		(3,544)		(665)		Amounts reclassified from accumulated other comprehensive income (loss)	0		2,727		10,116		12,843
Net other comprehensive income (loss)	Net other comprehensive income (loss)	36,274		(662)		(71,917)		(36,305)		Net other comprehensive income (loss)	37,053		316		5,745		43,114
Balance, December 2020		$	(663,863)	$	(264,966)	$	(67,134)	$	(995,963)
Balance, June 2021										Balance, June 2021	$	(663,120)	$	(257,431)	$	(45,335)	$	(965,886)

Three Months Ended December 2019
(In thousands) Foreign Currency Translation and Other Defined Benefit Pension Plans Derivative Financial Instruments Total
Balance, September 2019 $ (715,286) $ (298,326) $ 82,887 $ (930,725)
Other comprehensive income (loss) before reclassifications 51,967 26,827 (46,536) 32,258
Amounts reclassified from accumulated other comprehensive income (loss) 0 21,969 (18,874) 3,095
Net other comprehensive income (loss) 51,967 48,796 (65,410) 35,353
Balance, December 2019 $ (663,319) $ (249,530) $ 17,477 $ (895,372)

19 ~~VF Corporation Q3 FY21 Form 10-Q~~

~~Table of Contents~~

Nine Months Ended December 2020
(In thousands) Foreign Currency Translation and Other Defined Benefit Pension Plans Derivative Financial Instruments Total
Balance, March 2020 $ (737,709) $ (262,472) $ 69,223 $ (930,958)
Other comprehensive income (loss) before reclassifications 31,482 (10,183) (106,972) (85,673)
Amounts reclassified from accumulated other comprehensive income (loss) 42,364 7,689 (29,385) 20,668
Net other comprehensive income (loss) 73,846 (2,494) (136,357) (65,005)
Balance, December 2020 $ (663,863) $ (264,966) $ (67,134) $ (995,963)

Nine Months Ended December 2019
(In thousands) Foreign Currency Translation and Other Defined Benefit Pension Plans Derivative Financial Instruments Total
Balance, March 2019 $ (725,679) $ (243,184) $ 66,788 $ (902,075)
Adoption of new accounting standard, ASU 2018-02 (9,088) (50,402) (2,371) (61,861)
Other comprehensive income (loss) before reclassifications (11,646) 15,108 8,712 12,174
Amounts reclassified from accumulated other comprehensive income (loss) 0 28,154 (47,057) (18,903)
Spin-off of Jeans Business 83,094 794 (8,595) 75,293
Net other comprehensive income (loss) 62,360 (6,346) (49,311) 6,703
Balance, December 2019 $ (663,319) $ (249,530) $ 17,477 $ (895,372)

~~VF Corporation Q3 FY21 Form 10-Q~~ 20

~~Table of Contents~~


	Three Months Ended June 2020
(In thousands)	Foreign Currency Translation and Other		Defined Benefit Pension Plans		Derivative Financial Instruments		Total
Balance, March 2020	$	(737,709)	$	(262,472)	$	69,223	$	(930,958)

Other comprehensive income (loss) before reclassifications	10,109		987		(6,065)		5,031
Amounts reclassified from accumulated other comprehensive income (loss)	42,364		2,195		(16,173)		28,386

Net other comprehensive income (loss)	52,473		3,182		(22,238)		33,417
Balance, June 2020	$	(685,236)	$	(259,290)	$	46,985	$	(897,541)

Reclassifications out of accumulated OCI were as follows:


(In thousands)	(In thousands)		Three Months Ended December				Nine Months Ended December				(In thousands)			Three Months Ended June
Details About Accumulated Other Comprehensive Income (Loss) Components	Details About Accumulated Other Comprehensive Income (Loss) Components	Affected Line Item in the Consolidated Statements of Operations									Details About Accumulated Other Comprehensive Income (Loss) Components	Affected Line Item in the Consolidated Statements of Operations

			2020		2019		2020		2019					2021		2020
Losses on foreign currency translation and other:	Losses on foreign currency translation and other:												Losses on foreign currency translation and other:
Liquidation of foreign entities	Liquidation of foreign entities	Other income (expense), net	$	0	$	0	$	(42,364)	$	0	Liquidation of foreign entities	Other income (expense), net		$	0	$	(42,364)
Total before tax	Total before tax		0		0		(42,364)		0		Total before tax			0		(42,364)
Tax (expense) benefit	Tax (expense) benefit		0		0		0		0		Tax (expense) benefit			0		0
Net of tax	Net of tax		0		0		(42,364)		0		Net of tax			0		(42,364)
Amortization of defined benefit pension plans:	Amortization of defined benefit pension plans:										Amortization of defined benefit pension plans:
Net deferred actuarial losses	Net deferred actuarial losses	Other income (expense), net	(3,020)		(4,203)		(8,781)		(12,236)		Net deferred actuarial losses	Other income (expense), net		(2,840)		(2,863)
Deferred prior service (costs) credits		Other income (expense), net	19		(13)		53		(38)
Deferred prior service credits											Deferred prior service credits	Other income (expense), net		118		17

Pension settlement charges		Other income (expense), net	(544)		(24,943)		(1,116)		(25,462)
Pension settlement charge											Pension settlement charge	Other income (expense), net		(948)		0
Total before tax	Total before tax		(3,545)		(29,159)		(9,844)		(37,736)		Total before tax			(3,670)		(2,846)
Tax benefit	Tax benefit		666		7,190		2,155		9,582		Tax benefit			943		651
Net of tax	Net of tax		(2,879)		(21,969)		(7,689)		(28,154)		Net of tax			(2,727)		(2,195)
Gains (losses) on derivative financial instruments:	Gains (losses) on derivative financial instruments:										Gains (losses) on derivative financial instruments:
Foreign exchange contracts	Foreign exchange contracts	Net revenues	4,048		(5,507)		6,354		(11,226)		Foreign exchange contracts	Net revenues		(1,798)		171
Foreign exchange contracts	Foreign exchange contracts	Cost of goods sold	224		27,157		25,372		60,989		Foreign exchange contracts	Cost of goods sold		(6,169)		16,705
Foreign exchange contracts	Foreign exchange contracts	Selling, general and administrative expenses	586		1,231		2,934		3,329		Foreign exchange contracts	Selling, general and administrative expenses		(917)		1,607
Foreign exchange contracts	Foreign exchange contracts	Other income (expense), net	(613)		1,006		1,190		7,574		Foreign exchange contracts	Other income (expense), net		(1,702)		1,770
Interest rate contracts	Interest rate contracts	Interest expense	26		(1,324)		80		(3,920)		Interest rate contracts	Interest expense		27		27
Total before tax	Total before tax		4,271		22,563		35,930		56,746		Total before tax			(10,559)		20,280
Tax expense			(727)		(3,689)		(6,545)		(9,689)
Tax (expense) benefit											Tax (expense) benefit			443		(4,107)
Net of tax	Net of tax		3,544		18,874		29,385		47,057		Net of tax			(10,116)		16,173
Total reclassifications for the period, net of tax	Total reclassifications for the period, net of tax		$	665	$	(3,095)	$	(20,668)	$	18,903	Total reclassifications for the period, net of tax			$	(12,843)	$	(28,386)

2117 VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q

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NOTE 1312 — STOCK-BASED COMPENSATION

Incentive Equity Awards Granted

During the ~~nine~~three months ended ~~December 2020,~~June 2021, VF granted stock options to employees and nonemployee members of VF's Board of Directors to purchase ~~1,687,794~~1,491,580 shares of its Common Stock at ~~a weighted average~~an exercise price of ~~$55.79~~$77.78 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 vest upon grant and become exercisable one year from the date of grant. All options have ten-year terms.

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


						~~Nine~~Three Months Ended ~~December 2020~~June 2021
Expected volatility						28% to ~~48%~~40%
Weighted average expected volatility						~~37%~~36%
Expected term (in years)						6.2 to ~~8.0~~7.9
Weighted average dividend yield						~~2.4%~~2.6%
Risk-free interest rate						~~0.1%~~0.04% to ~~0.8%~~1.56%
Weighted average fair value at date of grant						$~~15.79~~20.20

During the ~~nine~~three months ended ~~December 2020,~~June 2021, VF granted ~~398,203~~323,718 performance-based restricted stock units ("RSUs") to employees that enable them to receive shares of VF Common Stock at the end of a three-year performance cycle. The fair market value of VF Common Stock at the date the units were granted was $77.78 per share. Each performance-based RSU has a potential final payout ranging from 0 to 2 shares of VF Common Stock. The number of shares earned by participants, if any, is based on achievement of three-year financial targets set by the Talent and Compensation Committee of the Board of Directors. Shares will be issued to participants in the year following the conclusion of the three-year performance period. ~~The weighted average fair market value of VF Common Stock at the dates the units were granted was $60.12 per share.~~ The financial targets include 50% weighting based on VF's revenue growth over the three-year period compared to a group of industry peers and 50% weighting based on VF's total shareholder return ("TSR") over the three-year period compared to the TSR for companies included in the Standard & Poor's 500 Consumer Discretionary Index. The grant date fair value of the TSR portion of the performance-based RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was ~~$81.60~~$101.56 per share. Additionally, the actual number of performance-based RSUs earned may be adjusted upward or downward by 25% of the target award, based on VF's gross margin performance over the three-year period.

~~Also during~~

During the ~~nine~~three months ended ~~December 2020,~~June 2021, VF granted ~~16,775~~12,023 nonperformance-based RSUs to nonemployee members

of the Board of Directors. These units vest upon grant and will be settled in shares of VF Common Stock one year from the date of grant. The fair market value of VF Common Stock at the date the units were granted was ~~$55.74~~$77.78 per share.

In addition, VF granted ~~30,500~~280,202 nonperformance-based RSUs to ~~certain key~~ employees ~~in international jurisdictions~~ during the ~~nine~~three months ended ~~December 2020.~~June 2021. These units generally vest over periods of up to four years from the date of grant and each unit entitles the holder to 1 share of VF Common Stock. The ~~weighted average~~ fair market value of VF Common Stock at the ~~dates~~date the units were granted was ~~$59.80 per share.~~

In addition, VF granted 269,836 nonperformance-based RSUs to employees during the nine months ended December 2020. These awards vest 50% over a two-year period and 50% over a four-year period from the date of grant and each unit entitles the holder to 1 share of VF Common Stock. The weighted average fair market value of VF Common Stock at the dates the units were granted was $55.90$77.78 per share.

VF also granted ~~94,242~~31,214 restricted shares of VF Common Stock to certain members of management during the ~~nine~~three months ended ~~December 2020.~~June 2021. These shares vest over periods of up to four years from the date of grant. The ~~weighted average~~ fair market value of VF Common Stock at the ~~dates~~date the shares were granted was ~~$59.42~~$77.78 per share.

NOTE 1413 — INCOME TAXES

The effective income tax rate for the ~~nine~~three months ended ~~December 2020~~June 2021 was ~~20.2%~~14.1% compared to ~~0.4%~~11.2% in the ~~2019~~2020 period. The ~~nine~~three months ended ~~December~~June 2021 included a net discrete tax benefit of $2.3 million, which included a $1.2 million net tax expense related to unrecognized tax benefits and interest, a $1.1 million tax benefit related to stock compensation, and a $2.4 millionnet tax benefit related to tax rate change on deferred tax items. Excluding the $2.3 million net discrete tax benefit in the 2021 period, the effective income tax rate would have been 15.3%. The three months ended June 2020 included a net discrete tax expense of ~~$3.7~~$1.8 million, which ~~included a $15.2 million net tax expense~~primarily related to unrecognized tax benefits and ~~interest, a $2.3 million tax benefit related to stock compensation, a $4.9 millionnet tax benefit related to return to accrual adjustments and a $4.3 million net tax benefit related to withholding taxes on prior foreign earnings. Excluding the $3.7~~interest. The $1.8 million net discrete tax expense in the 2020 period reduced the effective income tax rate ~~would have been 19.2%. The nine months ended December 2019 included a net discrete tax benefit of $169.4 million, which~~

primarily related to the $164.4 million tax benefit recognized due to the enactment of Switzerland's Federal Act on Tax Reform and AHV Financing. Excluding the $169.4 million net discrete tax benefit in the 2019 period, the effective income tax rate would have been 15.6%by 0.6%. Without discrete items, the effective income tax rate for the ~~nine~~three months ended ~~December 2020~~June 2021 increased by ~~3.6%~~3.5% compared

with the ~~2019~~2020 period primarily due to losses generated in the ~~current~~prior year.

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

~~VF Corporation Q3 FY21 Form 10-Q~~ 22

~~Table of Contents~~

Service ("IRS") examinations for tax years ~~through~~through 2015 have been effectively settled. The examination of Timberland’s 2011 tax return is ongoing.

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

VF Corporation Q1 FY22 Form 10-Q 18

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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~~During 2015, the European Union Commission (“EU”) ~~opened a state aid investigation into Belgium’s rulings. On January 11, 2016, the EU~~investigated and announced its decision that these rulings were illegal and ordered ~~that~~the tax benefits ~~granted under these rulings should~~to be collected from ~~the~~ affected companies, including VF.

~~On March 22, 2016, the~~ Requests for annulment were filed by Belgium ~~government filed an appeal seeking annulment of the EU decision. Additionally, on June 21, 2016,~~and VF Europe BVBA ~~filed its own application for annulment of the EU decision.~~

~~On December 22, 2016, Belgium adopted a law which entitled the Belgium tax authorities to issue tax assessments,~~individually. During 2017 and ~~demand~~

~~timely payments from companies which benefited from the excess profits regime. On January 10, 2017,~~2018, VF Europe BVBA ~~received an assessment for €31.9~~was assessed and paid €35.0 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 ~~in 2017~~ 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. On February 14,~~During 2019, the General

Court annulled the EU decision and ~~on April 26, 2019,~~ the EU subsequently appealed the General Court’s annulment. Both ~~listed~~ requests ~~for annulment~~ remain open and unresolved. ~~Additionally, the EU has initiated proceedings related to individual rulings granted by Belgium, including the ruling granted to VF.~~ If this matter is adversely resolved, these amounts will not be collected by VF.

During the ~~nine~~three months ended ~~December 2020,~~June 2021, the amount of net unrecognized tax benefits and associated interest increased by ~~$17.7~~$5.9 million to ~~$182.9~~$196.1 million. Management believes that it is reasonably possible that the amount of unrecognized income tax benefits and interest may decrease during the next 12 months by approximately ~~$31.1~~$34.6 million related to the completion of examinations and other settlements with tax authorities and the expiration of statutes of limitations, of which ~~$12.7~~$12.1 million would reduce income tax expense.

NOTE 1514 — REPORTABLE SEGMENT INFORMATION

The chief operating decision maker allocates resources and assesses performance based on a global brand view which represents VF's operating segments. The operating segments have been evaluated and combined into reportable segments because they meet the similar economic characteristics and qualitative aggregation criteria set forth in the relevant accounting guidance.

The Company's reportable segments have been identified as: Outdoor, Active and Work. We have included an Other category in the table below for purposes of reconciliation of revenues and profit (loss), but it is not considered a reportable segment. Other includes results primarily related to the sale of non-VF products.

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

Three Months Ended December Nine Months Ended December
(In thousands) 2020 2019 2020 2019
Segment revenues:
Outdoor $ 1,571,043 $ 1,659,108 $ 3,066,678 $ 3,795,665
Active 1,127,121 1,239,462 2,898,639 3,885,222
Work 270,182 251,063 686,163 674,826
Other 3,195 6,090 4,678 30,422
Total segment revenues $ 2,971,541 $ 3,155,723 $ 6,656,158 $ 8,386,135
Segment profit (loss):
Outdoor $ 311,767 $ 348,995 $ 283,531 $ 525,107
Active 201,373 286,474 467,632 982,240
Work 16,900 22,111 13,672 52,129
Other (4,435) (2,800) (9,322) (2,035)
Total segment profit 525,605 654,780 755,513 1,557,441
Corporate and other expenses (a)
(107,122) (136,885) (297,434) (391,236)
Interest expense, net (31,776) (17,337) (90,656) (49,306)
Income from continuing operations before income taxes $ 386,707 $ 500,558 $ 367,423 $ 1,116,899

~~(a)Certain corporate overhead and other costs of~~ ~~$6.6 million and $18.9 million for the~~ ~~three and nine-month periods ended December 2019, respectively, previously allocated to the Work segment have been reallocated to continuing operations.~~


	Three Months Ended June

(In thousands)	2021		2020
Segment revenues:
Outdoor	$	617,754	$	341,228
Active	1,302,068		571,316
Work	274,735		162,430
Other	0		1,319
Total segment revenues	$	2,194,557	$	1,076,293
Segment profit (loss):
Outdoor	$	(71,747)	$	(160,711)
Active	270,862		7,136
Work	41,004		(11,401)
Other	(282)		(2,361)
Total segment profit (loss)	239,837		(167,337)

Corporate and other expenses	(27,912)		(117,659)
Interest expense, net	(32,775)		(27,949)
Income (loss) from continuing operations before income taxes	$	179,150	$	(312,945)

2319 VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q

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NOTE 1615 — EARNINGS PER SHARE

Three Months Ended December Nine Months Ended December
(In thousands, except per share amounts) 2020 2019 2020 2019
Earnings per share – basic:
Income from continuing operations $ 327,659 $ 421,582 $ 293,163 $ 1,112,232
Weighted average common shares outstanding 389,872 395,940 389,262 396,806
Earnings per share from continuing operations $ 0.84 $ 1.06 $ 0.75 $ 2.80
Earnings per share – diluted:
Income from continuing operations $ 327,659 $ 421,582 $ 293,163 $ 1,112,232
Weighted average common shares outstanding 389,872 395,940 389,262 396,806
Incremental shares from stock options and other dilutive securities 2,979 4,382 2,345 4,693
Adjusted weighted average common shares outstanding 392,851 400,322 391,607 401,499
Earnings per share from continuing operations $ 0.83 $ 1.05 $ 0.75 $ 2.77


	Three Months Ended June

(In thousands, except per share amounts)	2021		2020
Earnings (loss) per share – basic:
Income (loss) from continuing operations	$	153,972	$	(277,742)
Weighted average common shares outstanding	391,351		388,695
Earnings (loss) per share from continuing operations	$	0.39	$	(0.71)
Earnings (loss) per share – diluted:
Income (loss) from continuing operations	$	153,972	$	(277,742)
Weighted average common shares outstanding	391,351		388,695
Incremental shares from stock options and other dilutive securities	2,777		2,096
Adjusted weighted average common shares outstanding	394,128		390,791
Earnings (loss) per share from continuing operations	$	0.39	$	(0.71)

Outstanding options to purchase approximately ~~1.5~~2.9 million and ~~4.1~~5.4 million shares were excluded from the calculations of diluted earnings per share for the ~~three and nine-month~~three-month periods ended ~~December~~June 2021 and June 2020, respectively ~~and outstanding options to purchase approximately 1.5 million shares were excluded from the calculations of diluted earnings per share for both the three and nine-month periods ended December 2019,~~ because the effect of their inclusion would have been anti-dilutive.

In addition, ~~0.8~~0.6 million and0.4 million~~0.6 million~~ shares of performance-based RSUs were excluded from the calculations of diluted earnings per share for the ~~three and nine-month~~three-month periods ended ~~December~~June 2021 and June 2020, respectively, ~~and 0.8 million shares of performance-based RSUs were excluded from the calculations of diluted earnings per share for both the three and nine-month periods ended December 2019,~~ because these units were not considered to be contingent outstanding shares in those periods.

NOTE 1716 — 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.

VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q 2420

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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)	(In thousands)			Level 1		Level 2		Level 3		(In thousands)			Level 1		Level 2		Level 3
December 2020
June 2021										June 2021
Financial assets:	Financial assets:									Financial assets:
Cash equivalents:	Cash equivalents:									Cash equivalents:
Money market funds	Money market funds	$	546,719	$	546,719	$	0	$	0	Money market funds	$	368,227	$	368,227	$	0	$	0
Time deposits	Time deposits	17,408		17,408		0		0		Time deposits	4,856		4,856		0		0
Short-term investments	Short-term investments	599,403		599,403		0		0		Short-term investments	598,806		598,806		0		0

Derivative financial instruments	Derivative financial instruments	16,209		0		16,209		0��		Derivative financial instruments	13,838		0		13,838		0
Deferred compensation	Deferred compensation	135,710		135,710		0		0		Deferred compensation	143,633		143,633		0		0
Financial liabilities:	Financial liabilities:									Financial liabilities:
Derivative financial instruments	Derivative financial instruments	97,835		0		97,835		0		Derivative financial instruments	65,725		0		65,725		0
Deferred compensation	Deferred compensation	148,179		0		148,179		—		Deferred compensation	154,338		0		154,338		0
Contingent consideration										Contingent consideration	134,000		0		0		134,000
		Total Fair Value		Fair Value Measurement Using (a)							Total Fair Value		Fair Value Measurement Using (a)
(In thousands)	(In thousands)			Level 1		Level 2		Level 3		(In thousands)			Level 1		Level 2		Level 3
March 2020
March 2021										March 2021
Financial assets:	Financial assets:									Financial assets:
Cash equivalents:	Cash equivalents:									Cash equivalents:
Money market funds	Money market funds	$	1,211,887	$	1,211,887	$	0	$	0	Money market funds	$	216,591	$	216,591	$	0	$	0
Time deposits	Time deposits	1,932		1,932		0		0		Time deposits	102,914		102,914		0		0
Short-term investments										Short-term investments	598,806		598,806		0		0
Derivative financial instruments	Derivative financial instruments	91,834		0		91,834		0		Derivative financial instruments	13,257		0		13,257		0
Deferred compensation	Deferred compensation	105,706		105,706		0		0		Deferred compensation	141,072		141,072		0		0
Financial liabilities:	Financial liabilities:									Financial liabilities:
Derivative financial instruments	Derivative financial instruments	14,531		0		14,531		0		Derivative financial instruments	74,255		0		74,255		0
Deferred compensation	Deferred compensation	113,289		0		113,289		0		Deferred compensation	150,713		0		150,713		0
Contingent consideration										Contingent consideration	207,000		0		0		207,000

(a)There were no transfers among the levels within the fair value hierarchy during the ~~nine~~three months ended ~~December 2020~~June 2021 or the year ended March ~~2020.~~2021.

The following table presents the changes in fair value of the contingent consideration liability designated as Level 3:


(In thousands)	Contingent Consideration
Balance, March 2021	$	207,000

Change in fair value	(73,000)
Balance, June 2021	$	134,000

VF’s cash equivalents include money market funds and time deposits with maturities within three months of their purchase dates, that approximate fair value based on Level 1 measurements. The fair value of derivative financial instruments, which consist of foreign exchange forward contracts, is determined based on observable market inputs (Level 2), including spot and forward exchange rates for foreign currencies, and considers the credit risk of the Company and its counterparties. VF's short-term investments include excess cash invested in a managed income fund that approximates fair value based on Level 1 measurements. VF’s deferred compensation assets primarily represent investments held within plan trusts as an economic hedge of the related deferred compensation liabilities. These investments primarily include mutual funds (Level 1) that are valued based on quoted prices in

active markets. Liabilities related to VF’s deferred compensation plans are recorded at amounts due to participants, based on the

fair value of the participants’ selection of hypothetical investments.

The contingent consideration liability represents the estimated amount of additional cash consideration to be paid to the selling shareholders of Supreme, which is dependent upon the achievement of certain financial targets over the one-year earn-out period ending January 31, 2022. The estimated fair value of the contingent consideration liability, which could range from 0 to $300.0 million, was $207.0 million as of March 2021. The contingent consideration liability is remeasured at fair value with changes recognized in the selling, general and administrative expenses line item in the Consolidated Statements of

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Operations. As of June 2021, the fair value of the contingent consideration liability was remeasured to an estimated fair value of $134.0 million based on the probability-weighted present value of various future cash payment outcomes resulting from the estimated achievement levels of the financial targets. Refer to Note 4 for additional information on the acquisition of Supreme.

All ~~other~~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 ~~December 2020~~June 2021 and March ~~2020,~~2021, their carrying values approximated fair value. Additionally, at ~~December 2020~~June 2021 and March ~~2020,~~2021, the carrying values of VF’s long-term debt, including the current portion, were ~~$5,787.6~~$5,727.3 million and ~~$2,609.3~~$5,710.2 million, respectively, compared with fair values of ~~$6,276.8~~ $6,082.1 million and ~~$2,672.9~~$6,017.3 million at those respective dates. Fair value for long-term debt is a Level 2 estimate based on quoted market prices or values of comparable borrowings.

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NOTE 1817 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Summary of Derivative Financial Instruments

All of VF’s outstanding derivative financial instruments are foreign 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 $2.5 billion at December 2020~~,

~~$2.6~~derivative contracts were $2.7 billion at June 2021, $2.5 billion atMarch ~~2020~~2021 and $~~2.8~~2.9 billion at ~~December 2019,~~June 2020, consisting primarily of contracts hedging exposures to the euro, British pound, Canadian dollar, Swiss franc, South Korean won, Mexican peso, Swedish krona, Polish zloty, Japanese yen and New Zealand ~~dollar.~~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)	(In thousands)	December 2020		March 2020		December 2019		December 2020		March 2020		December 2019		(In thousands)	June 2021		March 2021		June 2020		June 2021		March 2021		June 2020
Foreign currency exchange contracts designated as hedging instruments	Foreign currency exchange contracts designated as hedging instruments	$	12,457	$	78,298	$	46,573	$	(96,437)	$	(12,682)	$	(42,050)	Foreign currency exchange contracts designated as hedging instruments	$	13,580	$	12,301	$	53,810	$	(64,616)	$	(73,087)	$	(13,329)
Foreign currency exchange contracts not designated as hedging instruments	Foreign currency exchange contracts not designated as hedging instruments	3,752		13,536		5,070		(1,398)		(1,849)		(929)		Foreign currency exchange contracts not designated as hedging instruments	258		956		14,775		(1,109)		(1,168)		(2,302)
Total derivatives	Total derivatives	$	16,209	$	91,834	$	51,643	$	(97,835)	$	(14,531)	$	(42,979)	Total derivatives	$	13,838	$	13,257	$	68,585	$	(65,725)	$	(74,255)	$	(15,631)

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 foreign 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:


		December 2020				March 2020				December 2019					June 2021				March 2021				June 2020

(In thousands)	(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	Gross amounts presented in the Consolidated Balance Sheets	$	16,209	$	(97,835)	$	91,834	$	(14,531)	$	51,643	$	(42,979)	Gross amounts presented in the Consolidated Balance Sheets	$	13,838	$	(65,725)	$	13,257	$	(74,255)	$	68,585	$	(15,631)
Gross amounts not offset in the Consolidated Balance Sheets	Gross amounts not offset in the Consolidated Balance Sheets	(16,209)		16,209		(14,393)		14,393		(27,958)		27,958		Gross amounts not offset in the Consolidated Balance Sheets	(13,825)		13,825		(13,246)		13,246		(15,607)		15,607
Net amounts	Net amounts	$	0	$	(81,626)	$	77,441	$	(138)	$	23,685	$	(15,021)	Net amounts	$	13	$	(51,900)	$	11	$	(61,009)	$	52,978	$	(24)

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


(In thousands)	(In thousands)	December 2020		March 2020		December 2019		(In thousands)	June 2021		March 2021		June 2020
Other current assets	Other current assets	$	15,510	$	71,784	$	49,650	Other current assets	$	6,746	$	7,440	$	56,428
Accrued liabilities	Accrued liabilities	(77,317)		(11,378)		(34,710)		Accrued liabilities	(61,391)		(66,351)		(10,103)
Other assets	Other assets	699		20,050		1,993		Other assets	7,092		5,817		12,157
Other liabilities	Other liabilities	(20,518)		(3,153)		(8,269)		Other liabilities	(4,334)		(7,904)		(5,528)

VF Corporation Q1 FY22 Form 10-Q 22

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


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

Cash Flow Hedging Relationships	Cash Flow Hedging Relationships	2020		2019		2020		2019		Cash Flow Hedging Relationships	2021		2020
Foreign currency exchange	Foreign currency exchange	$	(82,491)	$	(56,699)	$	(129,817)	$	9,471	Foreign currency exchange	$	(4,563)	$	(7,595)

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

Location of Gain (Loss)	Location of Gain (Loss)	2020		2019			2020		2019		Location of Gain (Loss)	2021		2020
Net revenues	Net revenues	$	4,048	$	(5,507)		$	6,354	$	(11,226)	Net revenues	$	(1,798)	$	171
Cost of goods sold	Cost of goods sold	224		27,157			25,372		60,989		Cost of goods sold	(6,169)		16,705
Selling, general and administrative expenses	Selling, general and administrative expenses	586		1,231			2,934		3,329		Selling, general and administrative expenses	(917)		1,607
Other income (expense), net	Other income (expense), net	(613)		1,006			1,190		7,574		Other income (expense), net	(1,702)		1,770
Interest expense	Interest expense	26		(1,324)			80		(3,920)		Interest expense	27		27
Total	Total	$	4,271	$	22,563		$	35,930	$	56,746	Total	$	(10,559)	$	20,280

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 losses or gains on the related assets and liabilities. In the case of derivative contracts executed on foreign currency exposures that

are no longer probable of occurring, VF de-designates these hedges and the fair value changes of these instruments are also recognized directly in earnings. ~~Certain~~

During the three months ended June 2020, primarily as a result of the COVID-19 pandemic and actions expected to be taken by the Company, certain derivative contracts were de-designated as the hedged forecasted transactions were no longer deemed probable of ~~occurring primarily as a result of the COVID-19 pandemic and other actions taken by the Company.~~occurring. Accordingly, the Company reclassified amounts from accumulated OCI and recognized a ~~$0.6 million and $4.3~~$5.0 million net gain during the three ~~and nine~~ months ended ~~December~~June 2020, ~~respectively,~~ which ~~were~~was primarily recorded in ~~net revenues and~~ cost of goods sold.The impact of de-designated derivative contracts was 0t significant in the three months ended June 2021.

The changes in fair value of derivative contracts not designated as hedges that have been recognized as gains or losses in VF's Consolidated Statements of Operations were not material for the three ~~and nine~~ months ended ~~December 2020~~June 2021 and ~~December 2019.~~June 2020.

Other Derivative Information

At ~~December 2020,~~June 2021, accumulated OCI included ~~$55.3~~$63.3 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.

Net Investment Hedge

The Company has designated its €1.850 billion 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. During the ~~three and nine-month~~three-month periods ended ~~December~~June 2021 and June 2020, the Company recognized an after-tax ~~loss~~losses of ~~$79.2~~$11.5 million and ~~$150.8~~$18.1 million, respectively, in OCI related to the net investment hedge ~~transaction, and an after-tax loss of $15.3 million and an after-tax gain of $2.3 million for the three and nine-month periods ended December 2019, respectively.~~transaction. Any amounts deferred in accumulated OCI will remain until the hedged investment is sold or substantially liquidated.

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NOTE 1918 — RESTRUCTURING

The Company typically incurs restructuring charges related to strategic initiatives and cost optimization of business activities, primarily related to severance and employee-related benefits. During the three ~~and nine~~ months ended ~~December 2020,~~June 2021, VF recognized ~~$38.2 million and $84.0~~$4.3 million of restructuring charges, ~~respectively,~~ related to approved initiatives. Of the restructuring charges recognized in the three ~~and nine~~ months ended ~~December 2020, $15.7 million and $44.4~~June 2021, $2.9 million were reflected in selling, general and administrative expenses, ~~respectively,~~ and ~~$22.5 million and $39.6~~$1.4 million in cost of goods

sold, respectively. The Company has not recognized any

significant incremental costs related to accruals for the year ended March ~~2020~~2021 or prior periods.

Of the ~~$60.0~~$54.9 million total restructuring accrual at ~~December 2020, $54.8~~June 2021, $52.8 million is expected to be paid out within the next 12 months and is classified within accrued liabilities. The remaining ~~$5.2~~$2.1 million will be paid out beyond the next 12 months and thus is classified within other liabilities.

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The components of the restructuring charges are as follows:


		Three Months Ended December				Nine Months Ended December					Three Months Ended June

(In thousands)	(In thousands)	2020		2019		2020		2019		(In thousands)	2021		2020
Severance and employee-related benefits	Severance and employee-related benefits	$	24,545	$	3,859	$	52,937	$	7,116	Severance and employee-related benefits	$	2,874	$	18,509
Asset impairments		0		0		10,557		0

Accelerated depreciation	Accelerated depreciation	3,429		0		10,093		0		Accelerated depreciation	1,431		3,807
Inventory write-downs		7,115		0		7,115		0

Contract termination and other	Contract termination and other	3,107		0		3,324		2,121		Contract termination and other	0		141
Total restructuring charges	Total restructuring charges	$	38,196	$	3,859	$	84,026	$	9,237	Total restructuring charges	$	4,305	$	22,457

Restructuring costs by business segment are as follows:


		Three Months Ended December				Nine Months Ended December					Three Months Ended June

(In thousands)	(In thousands)	2020		2019		2020		2019		(In thousands)	2021		2020
Outdoor	Outdoor	$	2,676	$	1,670	$	9,271	$	6,400	Outdoor	$	2,223	$	4,750
Active	Active	3,275		322		3,938		789		Active	732		370
Work	Work	8,409		1,460		27,216		1,641		Work	0		429
Corporate and other		23,836		407		43,601		407
Other										Other	1,350		16,908
Total	Total	$	38,196	$	3,859	$	84,026	$	9,237	Total	$	4,305	$	22,457

The activity in the restructuring accrual for the ~~nine-month~~three-month period ended ~~December 2020~~June 2021 was as follows:


(In thousands)	(In thousands)	Severance		Other		Total		(In thousands)	Severance		Other		Total
Accrual at March 2020		$	38,052	$	2,888	$	40,940
Accrual at March 2021								Accrual at March 2021	$	59,810	$	6,944	$	66,754
Charges	Charges	52,937		3,693		56,630		Charges	2,874		0		2,874
Cash payments		(35,393)		(2,392)		(37,785)
Cash payments and settlements								Cash payments and settlements	(12,929)		(3,223)		(16,152)
Adjustments to accruals	Adjustments to accruals	(166)		189		23		Adjustments to accruals	1,352		5		1,357
Impact of foreign currency	Impact of foreign currency	15		170		185		Impact of foreign currency	63		5		68
Accrual at December 2020		$	55,445	$	4,548	$	59,993
Accrual at June 2021								Accrual at June 2021	$	51,170	$	3,731	$	54,901

NOTE 2019 — CONTINGENCIES

The Company petitioned the U.S. Tax Court to resolve an IRS dispute regarding the timing of income inclusion associated with the 2011 Timberland acquisition. The Company remains confident in our timing and treatment of the income inclusion, and therefore this matter is not reflected in our consolidated financial statements. We are vigorously defending our position, and do not expect the resolution to have a material adverse impact on the Company's financial position, results of operations or cash flows. While the IRS argues immediate income inclusion, the Company's position is to include the income over a period of years. As the matter relates to 2011, nearly half of the timing at dispute has passed with the Company including the income, and paying the related tax, on our income tax returns. The Company

notes that should the IRS prevail in this timing matter, the net interest expense would be up to ~~$175~~$186.2 million. Further, this timing matter is impacted by the Tax Cuts and Jobs Act that reduced the U.S. corporate income tax rate from 35% to 21%. If the IRS is successful, this rate differential would increase tax expense by approximately ~~$136~~$136.3 million.

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

NOTE 2120 — SUBSEQUENT ~~EVENTS~~EVENT

On ~~December 28, 2020,~~ ~~in VF's fourth quarter of Fiscal 2021,~~ ~~VF completed the acquisition of Supreme for an aggregate base purchase price of $2.1 billion in cash, subject to working capital and other adjustments. Refer to Note 4 for additional information.~~

~~On January 20,~~July 27, 2021, VF’s Board of Directors declared a quarterly cash dividend of $0.49 per share, payable on ~~March 22,~~September 20, 2021 to stockholders of record on ~~March~~September 10, 2021.

VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q 2824

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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~~

References to the three months ended June 2021 foreign currency amounts below reflect the changes in foreign ~~currency~~ exchange rates from the ~~same period in 2019~~three months ended June 2020 and their impact on translating foreign currencies into U.S. 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.

On December 28, 2020, VF acquired 100% of the outstanding shares of Supreme Holdings, Inc. ("Supreme"). The business results for Supreme have been included in the Active segment.

All references to contributions from acquisition below represent the operating results of Supreme for the three months ended June 2021. Refer to Note 4 to VF's consolidated financial statements for additional information on the acquisition.

On ~~May 22, 2019,~~June 28, 2021, VF completed the ~~spin-off of its Jeans business, which included the~~ ~~Wrangler~~®, ~~Lee~~® ~~and~~ ~~Rock & Republic~~® ~~brands, as well as the~~ ~~VF Outlet~~TM business, into an independent, publicly traded company now operating under the name Kontoor Brands, Inc. ("Kontoor Brands"). As a result, VF reported the results for the Jeans business and the related cash flows as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively. These changes have been applied to all periods presented.

~~On January 21, 2020, VF announced its decision to explore the divestiture~~sale of its Occupational Workwear business. The

Occupational Workwear business iswas comprised primarily of the following brands and businesses: Red Kap®, VF Solutions®, Bulwark®, Workrite®, Walls®, Terra®, Kodiak®, Work Authority® and Horace Small®. The business also ~~includes~~included the license of certain Dickies® occupational workwear products that have historically been sold through the business-to-business channel. During the three months ended March 2020, the Company determined that the Occupational Workwear business met the held-for-sale and discontinued operations accounting criteria. Accordingly, the Company has reported theThe results of the Occupational Workwear business and the related cash flows have been reported as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, ~~respectively.~~respectively, through the date of sale. The related held-for-sale assets and liabilities have been reported as assets and liabilities of discontinued operations in the Consolidated Balance ~~Sheets.~~Sheets, through the date of sale. These changes have been applied to all periods presented.

Refer to Note 5 to VF’s consolidated financial statements for additional information on discontinued operations.

Unless otherwise noted, amounts, percentages and discussion for all periods included below reflect the results of operations and financial condition from VF’s continuing operations.

~~Refer to Note 5 to VF’s consolidated financial statements for additional information on discontinued operations.~~

On November 8, 2020, VF entered into a definitive merger agreement to acquire 100% of the outstanding shares of Supreme Holdings, Inc. ("Supreme"). The acquisition was completed on December 28, 2020, in VF's fourth quarter of Fiscal 2021, for an aggregate base purchase price of $2.1 billion, ~~subject to working capital and other adjustments,~~ ~~which was funded with cash on hand and short-term borrowings.~~

~~Refer to Note 4 to VF's consolidated financial statements for additional information on the acquisition.~~


RECENT DEVELOPMENTS


Impact of COVID-19

As the global impact of the novel coronavirus ("COVID-19") continues, VF remains first and foremost focused on a people-first approach that prioritizes the health and well-being of its employees, customers, trade partners and consumers around the world. To help mitigate the spread of COVID-19 and in response to health advisories and governmental actions and regulations, VF has modified its business practices including the temporary closing of offices and retail stores, instituting travel bans and restrictions and implementing health and safety measures including social distancing and quarantines. VF has also implemented measures that are designed to ensure the health, safety and well-being of associates employed in its distribution, fulfillment and manufacturing centers around the world.

~~During the third quarter, nearly all of the VF-operated retail stores in the Asia-Pacific region remained open.~~ In North America, over ~~95 percent~~95% of VF-operated retail stores were open at the beginning of the ~~third~~first quarter of Fiscal 2022, with all VF-owned retail stores reopened by ~~mid-October. Since that time, additional stores in North America have reclosed, with approximately 15 percent of stores closed at~~ the end of the ~~third~~first quarter. ~~The~~

~~majority~~In the Europe region, approximately 60% of VF-operated retail stores were closed at the beginning of the ~~closures were~~ ~~Vans~~®first quarter of Fiscal 2022, with all stores ~~predominantly based in California. In addition, other stores in North America were operating with reduced capacity. Subsequent to~~reopened by the end of the ~~third quarter, stores in North America have begun to reopen and currently less than 10 percent of stores are closed in the region.~~first quarter. In the ~~Europe~~Asia-Pacific region, nearly all VF-operated retail stores were open at the beginning of the ~~third~~first quarter of Fiscal 2022; however, ~~due to stores that~~approximately 5% reclosed ~~approximately 50 percent of stores were open at~~by the end of the ~~third~~first quarter. ~~Subsequent to~~In comparison, at the beginning of the first quarter of Fiscal 2021, all VF-operated retail stores in North America and in the Europe region were closed. By the end of the ~~third~~first quarter ~~additional~~of Fiscal 2021, approximately 75% and 90% of VF-operated retail stores were open in North America and the Europe region, ~~have reclosed, resulting in over 60 percent~~

respectively. In the Asia-Pacific region, approximately 5% of VF-owned retail stores ~~currently closed.~~were closed at the beginning of the first quarter of Fiscal 2021, with all opened by the end of the first quarter of Fiscal 2021. VF is continuing to monitor the COVID-19 outbreak globally and will comply with guidance from government entities and public health authorities to prioritize the health and well-being of its employees, customers, trade partners and consumers. As COVID-19 uncertainty continues, retail store reclosures may occur.

Consistent with VF’s long-term strategy, the Company’s digital platform remains a high priority through which its brands stay connected with consumer communities while providing experiential content. Prior to the COVID-19 pandemic, consumer

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spending had started shifting to brand e-commerce sites and other digital platforms, which has accelerated due to changes in the retail landscape resulting from the COVID-19 pandemic.

COVID-19 has also impacted some of VF's suppliers, including third-party manufacturers, logistics providers and other vendors. At this time, the majority of VF's supply chain is operational. Suppliers are complying with local health advisories and governmental restrictions which has resulted in isolated product ~~delays; however,~~delays. The resurgence of COVID-19 lockdowns in key sourcing countries has resulted in additional manufacturing capacity constraints during the first quarter. Additionally, port delays, equipment availability and other logistics challenges have contributed to product delays. VF is ~~actively~~ working with its suppliers to minimize ~~disruption.~~disruption and is employing expedited

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freight as needed. VF's distribution centers are operational in accordance with local government guidelines while maintaining enhanced health and safety protocols.

In response to COVID-19, various government programs have been announced to provide financial relief to affected businesses including the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). The CARES Act, among other things, provides employer payroll tax credits for wages paid to employees unable to work during the COVID-19 pandemic and options to defer payroll tax payments. Other foreign government programs available to VF also provide certain payroll tax credits and wage subsidies. The Company recognized $8.3 million and $76.0 million during the three and nine months ended December 2020,

respectively, as a result of relief from the CARES Act and other governmental packages, which were recorded as a reduction in selling, general and administrative expenses. The Company also intends to defer qualified payroll and other tax payments as permitted by the CARES Act and other governmental packages.

The COVID-19 pandemic is ongoing and dynamic in nature, and has driven global uncertainty and disruption. As a result, COVID-19 had a significant negative impact on the Company's business, including the consolidated financial condition, results of operations and cash flows during the three and nine months ended December 2020. While we are not

able to determine the ultimate length and severity of the COVID-19 pandemic, we expect ongoing disruption to our business. Given our current business operations, assuming no material deterioration as a result of COVID-19, governmental actions and regulations, full-year Fiscal 2021 revenue is expected to be between $9.1 billion and $9.2 billion, which reflects a decrease of approximately 12% to 13% when compared to full-year Fiscal 2020. This outlook includes the expected revenue contribution during the fourth quarter from Supreme. Additionally, we expect COVID-19 will have a significant negative impact on full-year Fiscal 2021 net income when compared to full-year Fiscal 2020.


Enterprise Protection Strategy

VF has taken a number of actions to advance its Enterprise Protection Strategy in response to the COVID-19 pandemic.

On April 23, 2020, VF closed its sale of senior unsecured notes, which provided net proceeds to the Company of approximately $2.97 billion. A portion of the net proceeds was used to repay borrowings under the Company's senior unsecured revolving credit facility (the "Global Credit Facility") and the remaining net proceeds will be used for general corporate purposes. At ~~December 2020,~~June 2021, VF had approximately ~~$3.9~~$1.9 billion of cash and equivalents and short-term ~~investments, including $2.2 billion of cash designated for the Supreme acquisition that was completed in the fourth quarter.~~investments. Additionally, VF had approximately ~~$1.9~~$2.2 billion available for borrowing against ~~the~~its Global Credit Facility, subject to certain restrictions including a $750.0 million minimum liquidity requirement.

Other actions VF has taken to support its business in response to the COVID-19 pandemic include the Company's decision to temporarily pause its share repurchase program. The Company currently has $2.8 billion remaining under its current share repurchase authorization. The Company paid a cash dividend of $0.49 per share ~~and $1.45 per share~~ during the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021, and has declared a cash dividend of $0.49 per share that is payable in the ~~fourth~~second quarter of Fiscal ~~2021.~~2022. Subject to approval by its Board of Directors, VF intends to continue to pay its regularly scheduled dividend and is not contemplating the suspension of its dividend at this time. ~~VF's planned divestiture of the Occupational Workwear business would provide an additional source of cash.~~

~~VF has implemented cost controls to reduce discretionary spending to help mitigate the loss of sales and to conserve cash while continuing to support employees.~~ The Company has also commenced a multi-year initiative designed to enable our ability to accelerate and advance VF's

business model transformation. One of the key objectives of this initiative is to deliver global cost savings over a three-year period that will be used to support the transformation agenda and highest-priority growth drivers. As VF continues to actively monitor the situation and advance our business model transformation, we may take further actions that affect our operations.

We believe the Company has sufficient liquidity and flexibility to operate and continue to execute our strategy during the disruptions caused by the COVID-19 pandemic and related governmental actions and regulations and health authority advisories, and meet its obligations as they become due. However, due to the uncertainty of the duration and severity of the COVID-19 pandemic, governmental actions in response to the pandemic, and the impact on us and our consumers, customers and suppliers, there is no certainty that the measures we take will be sufficient to mitigate the risks posed by COVID-19. See Part ~~II, "Item~~I, “Item 1A. Risk ~~Factors." below~~Factors” in the Fiscal 2021 Form 10-K for additional discussion.

~~VF Corporation Q3 FY21 Form 10-Q~~ 30

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HIGHLIGHTS OF THE ~~THIRD~~FIRST QUARTER OF FISCAL ~~2021~~2022

•Revenues were ~~down 6%~~up 104% to ~~$3.0~~$2.2 billion compared to the three months ended ~~December 2019,~~June 2020, primarily due to recovery from the significant negative impact of COVID-19 on the the prior year period, and included an 8% favorable impact from foreign currency and a 2%14% contribution from the Supreme acquisition.

•Active segment revenues increased 128% to $1.3 billion compared to the three months ended June 2020, including a $145.7 million contribution from the Supreme acquisition and an 8% favorable impact from foreign currency.

•Outdoor segment revenues ~~decreased 5%~~increased 81% to ~~$1.6 billion~~$617.8 million compared to the three months ended ~~December 2019,~~June 2020, including a ~~2% favorable impact from foreign currency.~~

•~~Active segment revenues decreased~~ 9% ~~to $1.1 billion compared to the three months ended December 2019, including a 2%~~ favorable impact from foreign currency.

•Work segment revenues increased 8%69% to ~~$270.2~~$274.7 million compared to the three months ended ~~December 2019,~~June 2020, including a 2%3% favorable impact from foreign currency.

•Direct-to-consumer revenues were ~~down 2%~~up 97% over the ~~2019~~2020 period, including a 2%7% favorable impact from foreign ~~currency.~~currency and a 27% contribution from the Supreme acquisition. E-commerce revenues increased ~~53%~~25% in the current period, including a 4%5% favorable impact from

foreign ~~currency.~~currency and a 29% contribution from the Supreme acquisition. Excluding the Supreme acquisition, the decrease in e-commerce revenues was primarily due to the shift in consumer spending during significant temporary store closures in the prior year period due to COVID-19. Direct-to-consumer revenues accounted for ~~51%~~49% of VF's net revenues for the three months ended ~~December 2020.~~June 2021.

•International revenues ~~were flat~~increased 84% compared to the three months ended ~~December 2019,~~June 2020, including a 4%16% favorable impact from foreign currency. Greater China (which includes Mainland China, Hong Kong and Taiwan) revenues ~~were up 18%~~increased 19%, including a 7%10% favorable impact from foreign currency. International revenues represented ~~47%~~45% of VF's net revenues for the three months ended ~~December 2020.~~June 2021.

•Gross margin ~~decreased 250~~increased 360 basis points to ~~54.7%~~56.5% compared to the three months ended ~~December 2019,~~June 2020, primarily driven by ~~elevated~~reduced promotional ~~activity and the timing of net foreign currency transaction~~ activity.

•Earnings (loss) per share was ~~$0.83~~$0.39 compared to ~~$1.05~~$(0.71) in the ~~2019~~2020 period. The ~~decrease~~increase was primarily driven by recovery from the significant negative impact of COVID-19 on the ~~three months ended~~prior year period.

VF Corporation Q1 FY22 Form 10-Q ~~December 2020~~.26

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ANALYSIS OF RESULTS OF OPERATIONS


Consolidated Statements of Operations

The following table presents a summary of the changes in net revenues for the three ~~and nine~~ months ended ~~December 2020~~June 2021 from the comparable ~~periods~~period in ~~2019:~~2020:

(In millions) Three Months Ended December Nine Months Ended December
Net revenues — 2019 $ 3,155.7 $ 8,386.1
Organic (244.8) (1,815.1)
Impact of foreign currency 60.6 85.2
Net revenues — 2020 $ 2,971.5 $ 6,656.2


(In millions)	Three Months Ended June
Net revenues — 2020	$	1,076.3
Organic	889.6
Acquisition	145.7

Impact of foreign currency	83.0
Net revenues — 2021	$	2,194.6

VF reported a ~~6% and 21% decrease~~104% increase in revenues for the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021 compared to the ~~2019 periods.~~2020 period. The revenue ~~decrease in both periods~~increase was primarily attributable to recovery from the significant negative impact of COVID-19 ~~including~~on the prior year period, which included temporary closures of VF-operated retail and VF's wholesale customer stores, supply chain disruption and reduced consumer demand. The ~~decrease~~increase in the three months ended June 2021 also included ~~a 2% and 1%~~an 8% favorable impact from foreign currency and a $145.7 million contribution from the Supreme acquisition.

Revenues increased across all regions in the three ~~and nine~~ months ended ~~December 2020, respectively.~~June 2021. The largest increases were in the United States, Europe and Americas (non-U.S.) regions, which experienced the most significant negative impact of COVID-19 in the prior year period.

Revenues ~~decreased~~increased in both our wholesale and direct-to-consumer channels in the three ~~and nine~~ months ended ~~December 2020. Decreases~~June 2021. The overall increase in the direct-to-consumer channel ~~for both periods were~~was driven by ~~declines in~~reopenings of our owned retail stores, which ~~were partially offset by~~had significant ~~e-commerce revenue growth~~temporary closures in the prior year period due to COVID-19, and the contribution from the Supreme acquisition during the three ~~and nine~~ months ended ~~December 2020.~~June 2021. The overall increase in the wholesale channel also reflects recovery from the significant negative impact of COVID-19 on the prior year period.

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

31 ~~VF Corporation Q3 FY21 Form 10-Q~~

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The following table presents the percentage relationships to net revenues for components of the Consolidated Statements of Operations:


		Three Months Ended December				Nine Months Ended December					Three Months Ended June

		2020		2019		2020		2019			2021		2020
Gross margin (net revenues less cost of goods sold)	Gross margin (net revenues less cost of goods sold)	54.7	%	57.2	%	52.9	%	55.8	%	Gross margin (net revenues less cost of goods sold)	56.5	%	52.9	%
Selling, general and administrative expenses	Selling, general and administrative expenses	40.8		40.1		45.6		41.7		Selling, general and administrative expenses	47.3		75.8

Operating margin	Operating margin	13.9	%	17.1	%	7.3	%	14.1	%	Operating margin	9.2	%	(22.9)	%

Gross margin ~~decreased 250 and 290~~increased 360 basis points in the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021 compared to the ~~2019 periods. Gross margin in both the three and nine months ended December~~ 2020 period. The increase was ~~negatively impacted~~primarily driven by higher levels of full-price sales as increased promotional activity was used to clear elevated inventory levels in the ~~timing~~prior year period, primarily due to the negative impact of ~~net foreign currency transaction activity,~~COVID-19. The increase in gross margin was partially offset by expedited freight costs and an unfavorable mix shift towards our lower margin wholesale channel. The three months ended June 2020 also had higher charges associated with cost optimization and other activities indirectly related to the strategic review of the Occupational Workwear business and costs related to a transformation initiative for our Asia-Pacific regional operations. The decrease in the three and nine months ended December 2020 was partially offset by a favorable mix shift to higher margin businesses and channels.business.

Selling, general and administrative expenses as a percentage of total revenues ~~increased 70 and 390 basis points~~decreased during the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021 compared to the ~~2019 periods,~~2020 period, primarily reflecting ~~lower~~ leverage of operating expenses due to ~~decreased~~increased revenues ~~as a result of~~compared to the ~~negative impact of COVID-19 and continued investments in strategic growth initiatives.~~prior year period, which was negatively impacted by COVID-19. Selling, general and administrative expenses ~~decreased $49.5 million and $460.7~~increased $220.0 million in the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021 compared to the ~~2019 periods,~~2020 period, primarily due to cost controls taken in the prior year period in response to COVID-19 and payroll relief in the prior year period from the Coronavirus Aid,

Relief, and Economic Security Act ("CARES ~~Act~~Act") and other governmental packages. The increase was also due to continued investments in direct-to-consumer and digital strategic growth initiatives. The increase was partially offset by a $73.0 million decrease ~~for~~in the ~~nine~~estimated fair value of the contingent consideration liability associated with the Supreme acquisition, which was recognized in the selling, general and administrative expense line item during the three months ended ~~December 2020 was also attributable to lower transaction and deal-related costs and lower costs related to the relocation of our global headquarters and certain brands to Denver, Colorado.~~June 2021.

Net interest expense ~~increased $14.4~~increased $4.8 million ~~and $41.4 million during~~during the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021 compared to the ~~2019 periods.~~2020 period. The increase in net interest expense in ~~both~~ the three ~~and nine~~ months ended ~~December 2020~~June 2021 was primarily due to additional borrowings of long-term debt and lower investment interest ~~rates, partially offset by lower interest rates on borrowings.~~rates. Total outstanding debt averaged ~~$5.7~~$5.8 billion in the ~~nine~~three months ended ~~December 2020~~June 2021 and ~~$2.4~~$5.4 billion in the same period in ~~2019,~~2020, with weighted average interest rates of 2.1% and ~~3.1%~~2.0%, respectively.

Other income (expense), net decreased ~~$28.6 million and increased $8.7~~$47.2 million during the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021 compared to the ~~2019 periods.~~2020 period. The decrease in the three months ended ~~December 2020 was primarily due to lower pension settlement charges of $24.4 million~~. ~~The increase in the nine months ended December 2020~~June 2021 was primarily due to a $42.4 million expense recorded in the three months

27 VF Corporation Q1 FY22 Form 10-Q

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ended June 2020 related to the release of currency translation amounts associated with the substantial liquidation of foreign entities in certain countries in South ~~America, partially offset by lower pension settlement charges of $24.3 million and lower net foreign currency transaction losses.~~America.

The effective income tax rate for the ~~nine~~three months ended ~~December 2020~~June 2021 was ~~20.2%~~14.1% compared ~~0.4%~~to 11.2% in the ~~2019~~2020 period. The ~~nine~~three months ended ~~December 2020~~June 2021 included a net discrete tax ~~expense~~benefit of ~~$3.7~~$2.3 million, which included a ~~$15.2~~$1.2 million net tax expense related to unrecognized tax benefits and interest, a ~~$2.3~~$1.1 million tax benefit related to stock compensation and a ~~$4.9~~$2.4 million net tax benefit related to ~~return to accrual adjustments and a $4.3~~tax rate change on deferred tax items. Excluding the $2.3 million net discrete tax benefit in the 2021 period, the effective income tax rate would have been 15.3%. The three months ended June 2020 included a net discrete tax

expense of $1.8 million, which primarily related to ~~withholding taxes on prior foreign earnings. Excluding the $3.7~~unrecognized tax benefits and interest. The $1.8 million net discrete tax expense in the 2020 period reduced the effective income tax rate would have been 19.2%. The nine months ended December 2019 included a net discrete tax benefit of $169.4 million, which primarily related to the $164.4 million tax benefit recognized due to the enactment of Switzerland's Federal Act on Tax Reform and AHV Financing. Excluding the $169.4 million net discrete tax benefit in the 2019 period, the effective income tax rate would have been 15.6%by 0.6%. Without discrete items, the effective income tax rate for the ~~nine~~three months ended ~~December 2020~~June 2021 increased by ~~3.6%~~3.5% compared with the ~~2019~~2020 period primarily due to losses generated in the ~~current~~prior year.

As a result of the above, income (loss) from continuing operations in the three months ended ~~December 2020~~June 2021 was ~~$327.7~~$154.0 million ($~~0.83~~0.39 per diluted share) compared to ~~$421.6~~$(277.7) million ($~~1.05~~(0.71) per diluted share) in the ~~2019 period, and income from continuing operations in the nine months ended December~~ 2020 ~~was $293.2 million ($0.75 per diluted share) compared to $1,112.2 million ($2.77 per diluted share) in the 2019~~ period. Refer to additional discussion in the “Information by Reportable Segment” section below.

~~VF Corporation Q3 FY21 Form 10-Q~~ 32

~~Table of Contents~~


Information by Reportable Segment

VF's reportable segments are: Outdoor, Active and Work. We have included an Other category in the tables below for purposes of reconciliation of revenues and profit, but it is not considered a reportable segment. Included in this Other category are results primarily related to the sale of non-VF products.

Refer to Note 1514 to the consolidated financial statements for a summary of results of operations by segment, along with a reconciliation of segment profit to income before income taxes.

The following tables present a summary of the changes in segment revenues and profit (loss) in the three ~~and nine~~ months ended ~~December 2020~~June 2021 from the comparable ~~periods~~period in ~~2019:~~2020 and revenues by region for our Top 4 brands for the three months ended June 2021 and 2020:

Segment Revenues:

Three Months Ended December
(In millions) Outdoor Active Work Other Total
Segment revenues — 2019 $ 1,659.1 $ 1,239.5 $ 251.1 $ 6.0 $ 3,155.7
Organic (123.9) (134.1) 15.3 (2.1) (244.8)
Impact of foreign currency 35.8 21.7 3.8 (0.7) 60.6
Segment revenues — 2020 $ 1,571.0 $ 1,127.1 $ 270.2 $ 3.2 $ 2,971.5


		Nine Months Ended December											Three Months Ended June
(In millions)	(In millions)	Outdoor		Active		Work		Other		Total		(In millions)	Outdoor		Active		Work		Other		Total
Segment revenues — 2019		$	3,795.7	$	3,885.2	$	674.8	$	30.4	$	8,386.1
Segment revenues — 2020												Segment revenues — 2020	$	341.2	$	571.3	$	162.4	$	1.4	$	1,076.3
Organic	Organic	(783.8)		(1,014.5)		8.2		(25.0)		(1,815.1)		Organic	246.4		537.3		107.3		(1.4)		889.6
Acquisition												Acquisition	—		145.7		—		—		145.7

Impact of foreign currency												Impact of foreign currency	30.2		47.8		5.0		—		83.0
Segment revenues — 2021												Segment revenues — 2021	$	617.8	$	1,302.1	$	274.7	$	—	$	2,194.6

Impact of foreign currency		54.8		27.9		3.2		(0.7)		85.2
Segment revenues — 2020		$	3,066.7	$	2,898.6	$	686.2	$	4.7	$	6,656.2

Segment Profit (Loss):


		Three Months Ended December											Three Months Ended June
(In millions)	(In millions)	Outdoor		Active		Work		Other		Total		(In millions)	Outdoor		Active		Work		Other		Total
Segment profit (loss) — 2019		$	349.0	$	286.5	$	22.1	$	(2.8)	$	654.8
Segment profit (loss) — 2020												Segment profit (loss) — 2020	$	(160.7)	$	7.1	$	(11.4)	$	(2.3)	$	(167.3)
Organic	Organic	(43.9)		(88.3)		(4.8)		(3.2)		(140.2)		Organic	90.2		220.8		51.6		1.9		364.5
Acquisition												Acquisition	—		32.2		—		—		32.2

Impact of foreign currency												Impact of foreign currency	(1.2)		10.8		0.8		—		10.4
Segment profit (loss) — 2021												Segment profit (loss) — 2021	$	(71.7)	$	270.9	$	41.0	$	(0.4)	$	239.8

Impact of foreign currency		6.7		3.2		(0.4)		1.5		11.0
Segment profit (loss) — 2020		$	311.8	$	201.4	$	16.9	$	(4.5)	$	525.6

Nine Months Ended December
(In millions) Outdoor Active Work Other Total
Segment profit (loss) — 2019 $ 525.1 $ 982.2 $ 52.1 $ (2.0) $ 1,557.4
Organic (254.6) (521.3) (38.5) (10.4) (824.8)
Impact of foreign currency 13.0 6.7 0.1 3.1 22.9
Segment profit (loss) — 2020 $ 283.5 $ 467.6 $ 13.7 $ (9.3) $ 755.5


Top Brand Revenues:
	Three Months Ended June 2021
(In millions)	Vans®		The North Face®		Timberland® (a)		Dickies®		Total
United States	$	556.1	$	171.6	$	124.3	$	155.1	$	1,007.1
International:
Europe	211.9		128.8		74.8		14.2		429.7
Asia-Pacific	194.1		51.8		28.0		26.1		300.0
Americas (non-U.S.)	57.8		14.0		22.3		3.9		98.0
Global	$	1,019.9	$	366.2	$	249.4	$	199.3	$	1,834.8

33VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q28

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	Three Months Ended June 2020
(In millions)	Vans®		The North Face®		Timberland® (a)		Dickies®		Total
United States	$	232.1	$	97.8	$	60.9	$	81.7	$	472.5
International:
Europe	85.6		48.0		43.0		13.0		189.6
Asia-Pacific	150.8		39.6		34.0		24.5		248.9
Americas (non-U.S.)	17.1		4.5		8.5		4.7		34.8
Global	$	485.6	$	189.9	$	146.4	$	123.9	$	945.8

(a) The global Timberland brand includes Timberland®, reported within the Outdoor segment and Timberland PRO®, reported within the Work segment.

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

Outdoor


		Three Months Ended December								Nine Months Ended December									Three Months Ended June

(Dollars in millions)	(Dollars in millions)	2020			2019			Percent Change		2020			2019			Percent Change		(Dollars in millions)	2021			2020			Percent Change
Segment revenues	Segment revenues	$	1,571.0		$	1,659.1		(5.3)	%	$	3,066.7		$	3,795.7		(19.2)	%	Segment revenues	$	617.8		$	341.2		81.0	%
Segment profit		311.8			349.0			(10.7)	%	283.5			525.1			(46.0)	%
Segment profit (loss)																		Segment profit (loss)	(71.7)			(160.7)			55.4	%
Operating margin	Operating margin	19.8		%	21.0		%			9.2		%	13.8		%			Operating margin	(11.6)		%	(47.1)		%

The Outdoor segment includes the following brands: The North Face®, Timberland®, ~~Icebreaker~~Smartwool®, ~~Smartwool~~Icebreaker® and Altra®.

Global revenues for Outdoor ~~decreased 5%~~increased 81% in the three months ended ~~December 2020~~June 2021 compared to ~~2019,~~2020, including a 2%9% favorable impact due to foreign currency. The overall ~~decrease~~increase in revenues during the period was primarily ~~related~~due to recovery from the significant negative impact of ~~COVID-19.~~COVID-19 on the the prior year period. Revenues in the ~~Americas region decreased 13%.~~United States increased 86% in the three months ended June 2021. Revenues in the Europe region increased 7%121%, including a 5%21% favorable impact from foreign currency. Revenues in the Asia-Pacific region increased 4%11%, including ~~a 6% favorable impact from foreign currency.~~

Global revenues for Outdoor decreased 19% in the nine months ended December 2020 compared to the 2019 period, including a 2% favorable impact due to foreign currency. The decrease in revenues during the period was primarily related to the negative impact of COVID-19. Revenues in the Americas region decreased 26%. Revenues in the Europe region decreased 13%, including a 4%an 8% favorable impact from foreign currency. Revenues in the ~~Asia-Pacific~~Americas (non-U.S.) region ~~decreased 4%~~increased 167%, including a 3%28% favorable impact from foreign currency.

Global revenues for The North Face® brand ~~were flat and decreased 17%~~increased 93% in the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021 compared to the ~~2019 periods.~~2020 period. This includes a ~~2% and 1%~~10% favorable impact from foreign currency in the three ~~and nine~~ months ended ~~December 2020, respectively. Increases~~June 2021. The increases in ~~the Asia-Pacific and Europe~~all regions during the three months ended ~~December 2020,~~June 2021, were ~~offset by declines in the Americas region due to the negative impact of COVID-19. The decrease in the nine months ended December 2020 was~~ primarily due to recovery from the significant negative impact of COVID-19 on the the prior year period. The growth was led by the Europe region, which increased 168% in the ~~Americas and Europe regions. Both periods were positively impacted by e-commerce growth.~~three months ended June 2021, including a 26% favorable impact from foreign currency.

Global revenues for the Timberland® brand ~~decreased~~increased ~~16% and 25%~~61% in the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021 compared to the ~~2019 periods,~~2020 period, including ~~a 3% and 2%~~an 8% favorable impact from foreign ~~currency~~currency. The increases in the ~~three~~United States, Europe and ~~nine months ended December 2020, respectively. The decrease in all~~ Americas (non-U.S.)

regions ~~for both periods was~~were primarily due to recovery from the significant negative impact of COVID-19 ~~partially offset~~on the the prior year period. The growth was led by ~~e-commerce growth.~~an increase of 120% in the United States in the three months ended June 2021. The decrease in the Asia-Pacific region in the three months ended June 2021 is primarily attributed to the timing of wholesale shipments.

Global direct-to-consumer revenues for Outdoor increased ~~1% and decreased 7%~~55% in the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021 compared to the ~~2019 periods,~~2020 period, including ~~a 2%~~an 8% favorable impact from foreign ~~currency in both the three and nine months ended December 2020. Excluding the impact of foreign currency, the decrease in both periods~~currency. The increase was primarily due to the reopening of VF-operated retail stores, which had significant temporary closures in the prior year period due to COVID-19. Global wholesale revenues increased 110% in the three months ended June 2021 compared to the 2020 period, including a 10% favorable impact from foreign currency. The increase also reflects recovery from the significant negative impact of COVID-19 ~~and related closures of VF-operated retail stores, partially offset by e-commerce growth across all regions, which~~on the prior year period.

Operating margin increased ~~56% and 61%~~ in the three ~~and nine~~ months ended December 2020, respectively, including a 4% and 3% favorable impact from foreign currency in the three and nine months ended December 2020, respectively. Global wholesale revenues decreased 11% and 27% in the three and nine months ended December 2020, respectively,June 2021 compared to the ~~2019 periods, including a 2% and 1% favorable impact from foreign currency in the three and nine months ended December~~ 2020 ~~respectively. The decrease in both periods was~~period primarily ~~driven by the negative impact of COVID-19.~~

~~Operating margin decreased in the three and nine months ended December 2020 compared~~due to ~~the 2019 periods reflecting lower~~ leverage of operating expenses ~~due to decreased~~on increased revenues ~~elevated sales~~and reduced promotional activity ~~negative impact from~~compared to the ~~timing of net foreign currency transaction activity and~~prior year period, which was negatively impacted by COVID-19. The increase was partially offset by continued investments in digital strategic growth initiatives. The decrease in the three and nine months ended December 2020 was partially offset by cost controls taken in response to COVID-19 and payroll relief from the CARES Act and other governmental packages. The nine months ended December 2019prior year period also included ~~a gain of approximately $11 million on the sale of office real estate and related assets in connection with the relocation of VF's global headquarters and certain brands to Denver, Colorado.~~

~~VF Corporation Q3 FY21 Form 10-Q~~ 34

~~Table of Contents~~

~~Active~~

Three Months Ended December Nine Months Ended December
(Dollars in millions) 2020 2019 Percent
Change 2020 2019 Percent
Change
Segment revenues $ 1,127.1 $ 1,239.5 (9.1) % $ 2,898.6 $ 3,885.2 (25.4) %
Segment profit 201.4 286.5 (29.7) % 467.6 982.2 (52.4) %
Operating margin 17.9 % 23.1 % 16.1 % 25.3 %

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

Global revenues for Active decreased 9% in the three months ended December 2020, compared to the 2019 period, including a 2% favorable impact from foreign currency. The overall decrease in revenues during the period was primarily related to the negative impact of COVID-19. Revenues in the Americas region decreased 13%, including a 1% unfavorable impact from foreign currency. Revenues in the Europe region decreased 10%, including a 5% favorable impact from foreign currency. Revenues in the Asia-Pacific region increased 7%, including a 5% favorable impact from foreign currency.

Global revenues for Active decreased 25% in the nine months ended December 2020 compared to the 2019 period, including a 1% favorable impact from foreign currency. The decrease in revenues during the period was primarily related to the negative impact of COVID-19. Revenues in the Americas region decreased 32%. Revenues in the Europe region decreased 22%, including a 3% favorable impact from foreign currency. Revenues in the Asia-Pacific region decreased 1%, with a 1% favorable impact from foreign currency.

~~Vans~~® brand global revenues decreased 6% and 22% in the three and nine months ended December 2020, respectively, compared to the 2019 periods. This includes a 2% and 1% favorable impact from foreign currency in the three and nine months ended December 2020, respectively. The decrease in both periods was primarily due to the negative impact of COVID-19 in the Americas and Europe regions, partially offset by e-commerce growth and growth in Greater China.

Global direct-to-consumer revenues for Active decreased 7% and 23% in the three and nine months ended December 2020, respectively, compared to the 2019 periods, including a 2% and 1% favorable impact from foreign currency in the three and nine months ended December 2020, respectively. The decrease in the direct-to-consumer channel in both periods was primarily due to the negative impact of COVID-19 and related closures of VF-operated retail stores, partially offset by e-commerce growth across all regions. E-commerce revenues increased 50% and 54% in the three and nine months ended December 2020, respectively, including a 4% and 2% favorable impact from foreign currency in the three and nine months ended December 2020, respectively. Global wholesale revenues decreased 12% and 28% in the three and nine months ended December 2020, respectively, primarily due to the negative impact of COVID-19, and included a 2% favorable impact from foreign currency in the three months ended December 2020.

Operating margin decreased in the three and nine months ended December 2020 compared to the 2019 periods reflecting lower leverage of operating expenses due to decreased revenues, elevated sales promotional activity, negative impact from the timing of net foreign currency transaction activity and continued investments in direct-to-consumer and digital strategic growth initiatives. The decrease in the three and nine months ended December 2020 was partially offset by cost controls taken in response to COVID-19 and payroll relief from the CARES Act and other governmental packages.

3529 VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q

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~~Work~~Active


		Three Months Ended December								Nine Months Ended December									Three Months Ended June

(Dollars in millions)	(Dollars in millions)	2020			2019			Percent Change		2020			2019			Percent Change		(Dollars in millions)	2021			2020			Percent Change
Segment revenues	Segment revenues	$	270.2		$	251.1		7.6	%	$	686.2		$	674.8		1.7	%	Segment revenues	$	1,302.1		$	571.3		127.9	%
Segment profit	Segment profit	16.9			22.1			(23.6)	%	13.7			52.1			(73.8)	%	Segment profit	270.9			7.1			*
Operating margin	Operating margin	6.3		%	8.8		%			2.0		%	7.7		%			Operating margin	20.8		%	1.2		%

*Calculation not meaningful

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

Global revenues for Active increased 128% in the three months ended June 2021 compared to the 2020 period, including an 8% favorable impact from foreign currency. The overall increase in revenues during the period was primarily due to recovery from the significant negative impact of COVID-19 on the the prior year period. Revenues in the United States increased 162%. Revenues in the Europe region increased 145%, including a 21% favorable impact from foreign currency. Revenues in the Asia-Pacific region increased 47%, including a 10% favorable impact from foreign currency. Revenues in the Americas (non-U.S.) region increased 239%, including a 35% favorable impact from foreign currency. Included in these results are revenues from the Supreme acquisition of $145.7 million. Excluding revenues from Supreme, Active revenues increased 102% in the three months ended June 2021, including an 8% favorable impact from foreign currency.

Vans® brand global revenues increased 110% in the three months ended June 2021 compared to the 2020 period. This includes an 8% favorable impact from foreign currency in the three months ended June 2021. The increases in all regions were primarily due to recovery from the significant negative impact of COVID-19 on the the prior year period. The growth in the three months ended June 2021 was led by an increase of 140% in the United States and an increase of 148% in the Europe

region, including a 23% favorable impact from foreign currency.

Global direct-to-consumer revenues for Active increased 132% in the three months ended June 2021 compared to the 2020 period, including a 6% favorable impact from foreign currency. Excluding revenues from the Supreme acquisition, global direct-to-consumer revenues increased 87%, including a 6% favorable impact from foreign currency. The increase in the direct-to-consumer channel was primarily due to the reopening of VF-operated retail stores, which had significant temporary closures in the prior year period due to COVID-19. Global wholesale revenues increased 123% in the three months ended June 2021, and included an 11% favorable impact from foreign currency. The increase also reflects recovery from the significant negative impact of COVID-19 on the prior year period.

Operating margin increased in the three months ended June 2021 compared to the 2020 period primarily due to leverage of operating expenses on increased revenues and less promotional activity compared to the prior year period, which was negatively impacted by COVID-19. The increase was partially offset by continued investments in digital strategic growth initiatives. The prior year period also included cost controls taken in response to COVID-19 and payroll relief from the CARES Act and other governmental packages.

Work


	Three Months Ended June

(Dollars in millions)	2021			2020			Percent Change
Segment revenues	$	274.7		$	162.4		69.1	%
Segment profit (loss)	41.0			(11.4)			*
Operating margin	14.9		%	(7.0)		%

*Calculation not meaningful

The Work segment includes the following brands: Dickies® and Timberland PRO®.

Global Work revenues increased 8%69% in the three months ended ~~December 2020~~June 2021 compared to the ~~2019,~~2020 period, including a 2%3% favorable impact from foreign currency. The increase in revenues during the period was driven by ~~broad-based operational strength.~~overall growth in both the Dickies® andTimberland PRO® brands primarily due to recovery from the significant negative impact of COVID-19 on the the prior year period. Revenues in the ~~Americas region~~United States increased 6%90%. Revenues in the Europe region increased 9%7%, ~~including a 4%~~driven by an 11% favorable impact from foreign currency. Revenues in the Asia-Pacific region increased ~~14%~~7%, ~~including~~driven by a ~~6% favorable impact from foreign currency.~~

Global Work revenues increased 2% in the nine months ended December 2020 compared to the 2019 period, including a 1% favorable impact from foreign currency. The increase in revenues during the period was due to positive operational performance, partially offset by the negative impact of COVID 19. Revenues in the Americas region decreased 1%. Revenues in the Europe region decreased 2%, including a 3%7% favorable impact from foreign currency. Revenues in the ~~Asia-Pacific~~Americas (non-U.S.) region increased ~~20%~~ 69%, including a 3%20% favorable impact from foreign currency.

Dickies® brand global revenues increased ~~9% and 5%~~61% in the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021 compared to the ~~2019 periods,~~2020 period, including

a ~~2% and 1%~~3% favorable impact from foreign ~~currency~~currency. The growth in the three ~~and nine~~ months ended ~~December~~June 2021 was led by an increase of 90% in the United States, primarily due to recovery from the significant negative impact of COVID-19 on the the prior year period and strong performance in work-inspired lifestyle products.

Operating margin increased in the three months ended June 2021 compared to the 2020 ~~respectively.~~period. The increase in ~~both~~ the three ~~and nine~~ months ended ~~December 2020~~June 2021 was ~~led by growth in e-commerce and in Greater China.~~

~~Operating margin decreased in the three and nine months ended December 2020~~primarily due to leverage of operating expenses on increased revenues compared to the ~~2019 periods.~~prior year period, which was negatively impacted by COVID-19. The ~~decrease in the three and nine months ended December 2020~~increase was ~~primarily attributed to charges associated with cost optimization and other activities indirectly related to the strategic review of the Occupational Workwear business,~~ partially offset by ~~increased pricing and~~continued investments in digital strategic growth initiatives. The prior year period also included cost controls taken in response to ~~COVID-19.~~COVID-19 and payroll relief from the CARES Act and other governmental packages.

VF Corporation Q1 FY22 Form 10-Q 30

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Reconciliation of Segment Profit (Loss) to Income (Loss) Before Income Taxes

There are two types of costs necessary to reconcile total segment profit (loss), as discussed in the preceding paragraphs, to consolidated income (loss) from continuing operations before income taxes. These costs are (i) corporate and other expenses, discussed below, and (ii) interest expense, net, which was discussed in the “Consolidated Statements of Operations” section.


		Three Months Ended December						Nine Months Ended December							Three Months Ended June

(Dollars in millions)	(Dollars in millions)	2020		2019		Percent Change		2020		2019		Percent Change		(Dollars in millions)	2021		2020		Percent Change

Corporate and other expenses	Corporate and other expenses	$	107.1	$	136.9	(21.7)	%	$	297.4	$	391.2	(24.0)	%	Corporate and other expenses	$	27.9	$	117.7	(76.3)	%
Interest expense, net	Interest expense, net	31.8		17.3		83.3	%	90.7		49.3		83.9	%	Interest expense, net	32.8		27.9		17.3	%

Corporate and other expenses are those that have not been allocated to the 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 decrease in the three ~~and nine~~ months ended ~~December 2020~~June 2021 was primarily attributed to a $73.0 million decrease in the estimated fair value of the contingent consideration liability associated with the Supreme acquisition. The decrease was also due to lower charges associated with cost ~~controls to reduce discretionary spending, lower costs~~optimization and other

activities indirectly related to the ~~relocation~~strategic review of ~~our global headquarters and certain brands to Denver, Colorado and lower pension settlement charges. The decrease in~~ the ~~three and nine months ended December 2020 was partially offset by expenses associated with the acquisition~~

of Supreme and costs related to a transformation initiative for our Asia-Pacific regional operations. The decrease in the nine months ended December 2020 was partially offset by a $42.4 million expense recorded inOccupational Workwear business. In addition, the three months ended June 2020 included a $42.4 million expense related to the release of currency translation amounts associated with the substantial liquidation of foreign entities in certain countries in South ~~America, and increased charges~~America. The decrease in the three months ended June 2021 was partially offset by expenses associated with ~~cost optimization~~the integration of Supreme and ~~other activities indirectly~~costs related to ~~the strategic review of the Occupational Workwear business.~~a transformation initiative for our Asia-Pacific regional operations.

~~VF Corporation Q3 FY21 Form 10-Q~~ 36

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International Operations

International revenues ~~were flat and decreased 15%~~increased 84% in the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021 compared to the ~~2019 periods~~2020 period primarily due to recovery from the significant negative impact of ~~COVID-19.~~COVID-19 on the the prior year period, and included a 10% contribution from the Supreme acquisition. Foreign currency had a favorable impact of ~~4% and 2%~~16% on international revenue in the three ~~and nine~~ months ended ~~December 2020, respectively.~~June 2021. Revenues in Europe increased ~~1% and decreased 17%~~126% in the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021, including a ~~5% and 3%~~20% favorable impact from foreign ~~currency in the three and nine months ended December 2020, respectively.~~currency. In the Asia-Pacific region, revenues increased ~~6% and were flat~~32% in the three ~~and nine~~ months ended ~~December 2020, respectively.~~June 2021. Foreign currency had a

favorable impact of ~~5% and 2%~~8% on Asia-Pacific revenue in the three ~~and nine~~ months ended ~~December 2020, respectively.~~

June 2021. Revenues in Greater China increased ~~18% and 13%~~19% in the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021, including a ~~7% and 3%~~10% favorable impact from foreign ~~currency in the three and nine months ended December 2020, respectively.~~currency. Revenues in the Americas (non-U.S.) region ~~decreased 17% and 39%~~increased 175% in the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021, including ~~the impact of business model changes in the region and~~ a ~~1% unfavorable~~29% favorable impact from foreign ~~currency in both periods.~~currency. International revenues were ~~47%~~45% and ~~44%~~51% of total revenues in the three-month periods ended ~~December~~June 2021 and 2020, ~~and 2019, respectively, and 49% and 46% of total revenues in the nine-month periods ended December 2020 and 2019,~~ respectively.


Direct-to-Consumer Operations

Direct-to-consumer revenues ~~decreased 2% and 15%~~increased 97% in the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021 compared to the ~~2019 periods,~~2020 period, including a ~~2% and 1%~~7% favorable impact from foreign currency inand a 27% contribution from the ~~three and nine months ended December 2020, respectively.~~Supreme acquisition. The ~~decrease~~increase in direct-to-consumer revenues ~~in both periods~~ was primarily due to the ~~negative impact of COVID-19 and related closures~~reopening of VF-operated retail stores, ~~as discussed~~which had significant temporary closures in the ~~"Impact of COVID-19" section above.~~prior year period due to COVID-19. Our e-commerce business grew ~~53% and 56%~~25% in the three ~~and nine~~ months ended ~~December 2020, respectively,~~June 2021, including a ~~4% and 2%~~5% favorable impact from foreign currency inand a 29% contribution from the Supreme acquisition. Excluding the Supreme acquisition, e-commerce revenues decreased 4%, including a 5% favorable impact from foreign currency. The

decrease was primarily due to the reopening of VF-operated retail and wholesale customer stores, which had significant temporary closures in the prior year period due to COVID-19, as consumer spending shifted to VF's brand e-commerce sites and other digital platforms during the temporary store closures. Consistent with VF’s long-term strategy, the Company’s digital platform remains a high priority and e-commerce revenues in the three ~~and nine~~ months ended ~~December 2020, respectively. The e-commerce growth~~June 2021 remain well above levels in ~~both~~ periods ~~occurred across all regions and partially offset the declines in our other direct-to-consumer operations for the three and nine months ended December 2020.~~prior to COVID-19. There were ~~1,396~~1,364 VF-owned retail stores at ~~December 2020~~June 2021 compared to ~~1,397~~1,376 at ~~December 2019.~~June 2020. Direct-to-consumer revenues were ~~51%~~49% and ~~49%~~51% of total revenues in the three-month periods ended ~~December~~June 2021 and 2020, ~~and 2019, respectively, and 45% and 42% of total revenues in the~~ ~~nine-month periods ended December 2020 and 2019,~~ respectively.

3731 VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q

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ANALYSIS OF FINANCIAL CONDITION


Consolidated Balance Sheets

The following discussion refers to significant changes in balances at ~~December 2020~~June 2021 compared to March ~~2020:~~2021:

•~~Increase~~Decrease in accounts receivable — primarily due to the seasonality of the business and timing of wholesale shipments.

•Increase in inventories — primarily due to the seasonality of the business.

•Increase in the current portion of long-term debt — due to the reclassification of $1.0 billion of long-term notes due in April 2022.

•Decrease in long-term debt — due to the reclassification of $1.0 billion of long-term notes due in April 2022.

•Decrease in other liabilities — primarily due to lower deferred income taxes and a $73.0 million decrease in the estimated fair value of the contingent consideration liability associated with the Supreme acquisition.

The following discussion refers to significant changes in balances at June 2021 compared to June 2020:

•Increase in accounts receivable — primarily due to higher wholesale shipments driven by recovery from the significant negative impact of COVID-19 on the prior year period.

•Decrease in inventories — primarily due to ~~lower~~recovery from COVID-19 and actions taken to reduce inventory ~~purchases as part of our inventory management to ensure proper matching of supply and demand resulting from reduced consumer demand~~levels.

•Decrease in other current assets — primarily due to ~~the impact of COVID-19.~~lower prepaid income taxes and a decrease in derivative assets.

•Increase in ~~short-term investments~~ ~~— due to new investments of excess cash entered into during Fiscal 2021.~~

•~~Increase in operating lease right-of-use~~intangible assets — primarily due to the ~~commencement~~acquired indefinite-lived Supreme® trademark intangible asset of ~~new distribution center leases~~$1.2 billion recorded in ~~Europe and North America during Fiscal 2021.~~connection with the acquisition.

•~~Decrease~~Increase in ~~short-term borrowings~~goodwill — primarily due to the amounts recorded in connection with the Supreme acquisition of $1.25 billion.

•Increase in other assets — primarily due to amounts recorded in connection with the Supreme acquisition and higher deferred software costs.

•Increase in the current portion of long-term debt — due to the reclassification of $1.0 billion of long-term notes due in April 2022.

•Increase in accounts payable — due to ~~net repayment~~the timing of ~~borrowings under the Global Credit Facility using a portion of the net proceeds~~payments to vendors and an overall reduction in purchases and spending resulting from the ~~issuance of senior unsecured fixed-rate notes~~COVID-19 impact in ~~April 2020.~~the prior year period.

•Increase in accrued liabilities — primarily due to amounts recorded in connection with the Supreme acquisition, and an increase in ~~current operating lease liabilities~~accrued income taxes and derivative liabilities.

•~~Increase~~Decrease in long-term debt— due to the ~~issuance~~reclassification of ~~$3.0~~$1.0 billion of ~~senior unsecured fixed-rate~~ long-term notes due in April ~~2020.~~2022.

•Increase in ~~operating lease~~other liabilities — primarily due to the ~~commencement of new distribution center leases~~contingent consideration liability recorded in ~~Europe and North America during Fiscal 2021.~~

~~The following discussion refers to significant changes in balances at December 2020 compared to December 2019:~~

•~~Decrease in accounts receivable~~ ~~— primarily due to lower wholesale shipments resulting from the negative impact of COVID-19.~~

•~~Decrease in inventories~~ ~~— primarily due to lower inventory purchases as part of our inventory management to ensure proper matching of supply and demand resulting from reduced consumer demand due to the impact of COVID-19.~~

•~~Increase in short-term investments~~ ~~— due to new investments of excess cash entered into during Fiscal 2021.~~

•~~Decrease in goodwill~~ ~~— primarily due to a $323.2 million goodwill impairment charge related to the Timberland reporting unit in the fourth quarter of Fiscal 2020.~~

•~~Increase in operating lease right-of-use assets~~ ~~— primarily due to new and renewed retail store leases and new distribution center leases in Europe and North America that commenced during Fiscal 2021.~~

•~~Increase in short-term borrowings~~ ~~— due to an increase in commercial paper borrowings in advance of~~connection with the Supreme acquisition.

•~~Increase in accrued liabilities~~ ~~— primarily due to an increase in current operating lease liabilities.~~

•~~Increase in long-term debt~~ — due to the issuance of $3.0 billion fixed-rate notes in April 2020 and the issuance of €1.0 billion euro-denominated fixed-rate notes in February 2020, partially offset by the full redemption of $500.0 million of VF's outstanding 2021 notes in March 2020.

•~~Increase in operating lease liabilities~~ ~~— due to new and renewed retail store leases and new distribution center leases in Europe and North America that commenced during Fiscal 2021.~~


Liquidity and Capital Resources

~~The financial condition~~We consider the following to be measures of ~~VF is reflected in the following:~~our liquidity and capital resources:


		December	March	December		June	March	June
(Dollars in millions)	(Dollars in millions)	2020	2020	2019	(Dollars in millions)	2021	2021	2020
Working capital	Working capital	$4,346.7	$1,518.8	$1,830.3	Working capital	$1,492.7	$2,113.1	$4,071.8
Current ratio	Current ratio	2.8 to 1	1.5 to 1	2.0 to 1	Current ratio	1.5 to 1	2.0 to 1	3.5 to 1
Net debt to total capital	Net debt to total capital	58.7%	53.4%	39.3%	Net debt to total capital	64.9%	68.2%	63.1%

The ~~increase~~decrease in the current ratio at ~~December 2020~~June 2021 compared to both March ~~2020~~2021 and ~~December 2019~~June 2020 was primarily due to a net increase in current liabilities driven by a higher current portion of long-term debt, as discussed in the "Consolidated Balance Sheets" section above. The decrease in the current ratio at June 2021 compared to both March 2021 and June 2020 was partially offset by the cash proceeds from the sale of the Occupational Workwear business during the three months ended June 2021, as discussed in the "Cash Provided (Used) by Investing Activities" section below. The decrease in the current ratio at June 2021 compared to June 2020 was also due to a net decrease in current assets driven by ~~higher~~lower cash balances ~~and short-term investments~~ due to the timing of proceeds from long-term debt during the three months ended June 2020, as discussed in the "Cash Provided (Used) by Financing Activities" section below. ~~The increase in the current ratio at December 2020 compared to March 2020 was also due to~~ ~~a net decrease in current liabilities driven by lower short-term borrowings, as discussed in the "Consolidated Balance Sheets" section above.~~

For the ratio of net debt to total capital, net debt is defined as short-term and long-term borrowings, in addition to operating lease liabilities, net of unrestricted cash. Total capital is defined

as net debt plus stockholders’ equity. The decrease in the net debt to total capital ratio at June 2021 compared to March 2021 was primarily driven by a decrease in net debt due to higher cash

balances at June 2021 and an increase in stockholders' equity. The increase in the net debt to total capital ratio at ~~December 2020~~June 2021 compared to ~~both March~~June 2020 ~~and December 2019~~ was attributed to ~~the~~an increased net debt balance due to lower cash balances at June 2021, partially offset by an increase in ~~long-term debt, as discussed in the "Consolidated Balance Sheets" section above.~~stockholders' equity. The increase in stockholders' equity for both comparisons was driven by net income in the ~~net debt to total capital ratio at December 2020 compared to March 2020 was~~respective periods, partially offset by the decrease in short-term borrowings, as discussed in the "Consolidated Balance Sheets" section above. The increase in the net debt to total capital ratio at December 2020 compared to December 2019 was also due to the decrease in stockholders' equity, which was primarily driven by payments of ~~dividends and share repurchases.~~

~~VF Corporation Q3 FY21 Form 10-Q~~ 38

~~Table of Contents~~

As of December 2020, VF designated $2.2 billion of cash for the acquisition of Supreme. The cash is included in the cash and equivalents line item in the Consolidated Balance Sheet as there were no legal or other restrictions related to these amounts. ~~As such, the cash designated for acquisition is included in all liquidity and capital ratio calculations at December 2020. The acquisition was completed on December 28, 2020,~~ ~~in VF's fourth quarter of Fiscal 2021~~.dividends.

VF’s primary source of liquidity is its expected 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. VF's additional sources of liquidity include available borrowing capacity against its Global Credit Facility, available cash and investment balances and international lines of credit.

VF Corporation Q1 FY22 Form 10-Q 32

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In summary, our cash flows from continuing operations were as follows:


		Nine Months Ended December					Three Months Ended June

(In thousands)	(In thousands)	2020		2019		(In thousands)	2021		2020
Cash provided by operating activities		$	1,084,277	$	813,977
Cash used by investing activities		(813,526)		(162,571)
Cash provided (used) by operating activities						Cash provided (used) by operating activities	$	74,918	$	(10,454)
Cash provided (used) by investing activities						Cash provided (used) by investing activities	509,353		(783,241)
Cash provided (used) by financing activities	Cash provided (used) by financing activities	1,525,389		(622,122)		Cash provided (used) by financing activities	(174,447)		1,562,661

Cash Provided (Used) by Operating Activities

Cash flows related to operating activities are dependent on net income (loss), adjustments to net income (loss) and changes in working capital. The decrease in~~crease in~~ cash ~~provided~~used by operating activities in the ~~nine~~three months ended ~~December 2020~~June 2021 compared to ~~December 2019~~June 2020 is primarily due to higher earnings for the periods compared, partially offset by a decrease in net cash ~~usage for~~provided by working ~~capital, partially offset by lower earnings for the periods compared.~~capital.

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

The ~~increase~~decrease in cash used by investing activities in the ~~nine~~three months ended ~~December 2020 related~~June 2021 was primarily due to $616.5 million of net proceeds from the sale of the Occupational Workwear business in the three months ended June 2021 and purchases of short-term investments of ~~$800.0~~$700.0 million ~~partially offset by proceeds from maturities of short-term investments of $200.0 million. The nine~~in the three months ended ~~December 2019 included $63.7 million from the sale of office real estate and related assets in connection with the relocation of VF's global headquarters and certain brands to Denver, Colorado.~~June 2020. Capital expenditures ~~decreased~~ ~~$26.7~~increased $24.0 million and software purchases increased ~~$15.9~~$7.5 million in the ~~in the nine~~three months ended ~~December 2020~~June 2021 compared to the ~~2019~~2020 period.

Cash Provided (Used) by Financing Activities

The ~~increase~~decrease in cash provided by financing activities during the ~~nine~~three months ended ~~December 2020~~June 2021 was primarily due to the net proceeds from long-term debt issuance of $3.0 billion fixed-rate notes ~~and a $500.0 million decrease~~ in ~~share repurchases,~~the three months ended June 2020, which was partially offset by a ~~$332.5 million~~$1.2 billion net decrease in short-term borrowings for the periods compared.~~The increase was also partially offset by $906.1 million of cash received from Kontoor Brands, net of cash transferred, in the nine months ended December 2019.~~

Share Repurchases

VF did not purchase shares of its Common Stock in the open market during the ~~nine~~three months ended ~~December 2020. During~~June 2021 or the ~~nine~~three months ended ~~December 2019, VF purchased 5.8 million shares of its Common Stock in open market transactions at a total cost of $500.0 million (average price per share of $85.61)~~June 2020 under the share repurchase program authorized by VF's Board of Directors.

In response to the COVID-19 outbreak and to preserve financial liquidity, VF has made the decision to temporarily pause its share repurchase program. As of the end of ~~December 2020,~~June 2021, the Company had $2.8 billion remaining for future repurchases under its share repurchase program. VF will continue to evaluate its use of capital, giving first priority to enterprise protection and then to business acquisitions and direct shareholder return in the form of dividends and share repurchases.

Revolving Credit Facility and Short-term Borrowings

VF relies on its ability to generate cash flows to finance its ongoing operations. In addition, VF has significant liquidity from its available cash and investment balances and credit facilities. VF maintains a $2.25 billion senior unsecured revolving line of credit (the “Global Credit Facility”) that expires December 2023. VF may request an unlimited number of one year extensions so long as each extension does not cause the remaining life of the Global Credit Facility to exceed five years, 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 and acquisitions. Outstanding short-term balances may vary from period to period depending on the level of corporate requirements.

~~In April 2020,~~ VF ~~entered into an amendment to the~~has restrictive covenants on its Global Credit Facility, ~~that resulted in certain changes to the restrictive covenants,~~ including ~~an increase to the~~a consolidated indebtedness to consolidated capitalization financial ratio covenant toof 70% ~~and a revision to the~~. The calculation of consolidated indebtedness ~~to be~~is net of unrestricted cash. As of ~~December 2020,~~June 2021, the covenant calculation includes cash and equivalents and short-term investments, and excludes consolidated operating lease liabilities. In addition, ~~the amendment requires~~ VF and its subsidiaries are required to maintain minimum liquidity in the form of unrestricted cash and unused financing commitments of not less than $750.0 million. As of ~~December 2020,~~June 2021, VF was in compliance with all covenants.

39 ~~VF Corporation Q3 FY21 Form 10-Q~~

~~Table of Contents~~

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 the Global Credit Facility. ~~Commercial~~There were no commercial paper borrowings as of ~~December 2020 were~~ June 2021~~$286.0 million.~~. Standby letters of credit issued as of ~~December 2020~~June 2021 were ~~$24.2~~$26.2 million, leaving approximately ~~$1.9~~$2.2 billion available for borrowing against the Global Credit Facility at ~~December 2020.~~June 2021. Additionally, VF had approximately ~~$3.9~~$1.9 billion of cash and equivalents and short-term investments at ~~December 2020, including $2.2 billion of cash designated for the Supreme acquisition that was completed in the fourth quarter.~~June 2021.

VF has $~~71.2~~62.8 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 $~~13.7~~8.0 million at ~~December 2020.~~June 2021.

On April 23, 2020, VF closed its sale of senior unsecured notes including $1.0 billion of 2.050% notes due April 2022, $750.0 million of 2.400% notes due April 2025, $500.0 million of 2.800% notes due April 2027 and $750.0 million of 2.950% notes due April 2030. The net proceeds received by the Company were approximately $2.97 billion. A portion of the net proceeds was used to repay $2.0 billion of outstanding borrowings under the Global Credit Facility resulting from actions taken by VF to strengthen the Company's cash position in response to the COVID-19 pandemic, and the remaining net proceeds will be used for general corporate purposes.Rating Agencies

VF’s favorable credit agency ratings allow for access to additional liquidity at competitive rates. At the end of ~~December 2020,~~June 2021, VF’s long-term debt ratings were ‘A-’ by Standard & Poor’s Global Ratings ~~Services~~ and ~~‘A3’~~‘Baa1’ by Moody’s Investors Service, and commercial paper ratings by those rating agencies were ‘A-2’ and ~~‘Prime-2’~~‘P-2’, respectively. In December 2020, Standard & Poor's Ratings Services downgraded VF reflecting their forecast that VF's leverage will stay elevated for a prolonged period, resulting in higher financial risk. In conjunction with the downgrade, Standard & Poor's also revised VF's credit rating outlook to 'stable' from 'negative' due to its belief that VF will prioritize deleveraging over the next two years. Moody's Investor Services revised VF's credit rating outlook to 'negative' in April 2020, and in November 2020, VF's long term ratings were placed on review for downgrade.

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 ~~2023, 2028, 2032 and 2037~~ notes were rated below investment grade by recognized rating agencies, then VF would be obligated to repurchase the notes at 101% of the aggregate principal amount, plus any accrued and unpaid interest, if required by the respective holders of the notes. The change of control provision applies to all notes, except for the 2033 notes.

33 VF Corporation Q1 FY22 Form 10-Q

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Dividends

The Company paid a cash dividend of $0.49 per share ~~and $1.45 per share~~ during the three ~~and nine~~ months ended ~~December 2020,~~June 2021, and the Company has declared a cash di~~vidend~~dividend of $0.49 per share that is payable in the ~~fourth~~second quarter of Fiscal ~~2021.~~2022. Subject to approval by its Board of Directors, VF intends to continue to pay its regularly scheduled dividend and is not contemplating the suspension of its dividend at this time.

Contractual Obligations

Management’s Discussion and Analysis in the Fiscal ~~2020~~2021 Form 10-K provided a table summarizing VF’s material contractual obligations and commercial commitments at the end of Fiscal ~~2020~~2021 that would require the use of funds. As of ~~December 2020,~~June 2021, there

have been no material changes in the amounts disclosed in the Fiscal ~~2020~~2021 Form 10-K, except as noted below:

•~~Leases committed but not yet commenced decreased~~Inventory purchase obligations increased by approximately ~~$300~~$260.0 million asat the end of ~~December 2020~~ June 2021 primarily due to the ~~commencement~~seasonality of ~~distribution center leases which were committed at the end of March 2020.~~

•VF's ~~required principal payments on long-term debt increased during the period due to the issuance of senior unsecured notes with an aggregate principal value of $3.0 billion.~~business.

There continues to be significant uncertainty about the duration and extent of the impact of ~~COVID-19 and we expect there will be a significant negative impact to our Fiscal 2021 cash flows.~~COVID-19. However, management believes that VF has sufficient liquidity and flexibility to operate during and after the disruptions caused by the COVID-19 pandemic and related governmental actions and regulations and health authority advisories and meet its current and long-term obligations as they become due.


Recent Accounting Pronouncements

Refer to Note 2 to VF’s consolidated financial statements for information on recently issued and adopted accounting standards.


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 1 to the consolidated financial statements included in the Fiscal ~~2020~~2021 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 Fiscal ~~2020~~2021 Form 10-K.

Except as disclosed in Note 2 to VF's consolidated financial statements, there have been no material changes in VF's accounting policies.

VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q 4034

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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 include, but are not limited to: risks arising from the widespread outbreak of an illness or any other communicable disease, or any other public health crisis, including the coronavirus (COVID-19) global pandemic; the level of consumer demand for apparel, footwear and accessories; disruption to VF’s distribution system; 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;~~retailers and other direct-to-consumer business risks; manufacturing and product innovation; increasing pressure on margins; VF’s ability to implement its business strategy; VF’s ability to grow its international, direct-to-consumer and ~~direct-to-consumer~~digital businesses; VF's ability to transform its model to be more consumer-minded, retail-centric and hyper-digital; retail industry changes and challenges; VF's ability to create and maintain an agile and efficient operating model and organizational structure; VF’s and its vendors’ ability to maintain the strength and security of information technology systems; the ~~risk that~~

risk that VF’s facilities and systems and those of our third-party service providers may be vulnerable to and unable to anticipate or detect data security breaches and data or financial loss; VF’s ability to properly collect, use, manage and secure business, consumer and employee ~~data;~~data and comply with privacy and security regulations; foreign currency fluctuations; stability of VF’s and VF's vendors' manufacturing facilities and ~~foreign suppliers;~~VF's ability to establish and maintain effective supply chain capabilities; 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 recruit, develop or retain qualified employees; 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 acquisitions and dispositions and integrate acquisitions, including the recently acquired Supreme® brand; business resiliency in response to natural or man-made economic, political or environmental disruptions; changes in tax laws and liabilities; legal, regulatory, political and economic ~~risks; the risk of economic uncertainty associated with the exit of the United Kingdom from the European Union (“Brexit”) or any other similar referendums that may be held;~~risks and changes to laws and regulations; adverse or unexpected weather conditions; VF's indebtedness and its ability to obtain financing on favorable terms, if needed, could prevent VF from fulfilling its financial obligations; climate change and increased focus on sustainability issues; and risks associated with the spin-off of our Jeanswear business completed on May 22, 2019, including the risk that VF will not realize all of the expected benefits of the spin-off; the risk that the spin-off will not be tax-free for U.S. federal income tax purposes; and the risk that there will be a loss of synergies from separating the businesses that could negatively impact the balance sheet, profit margins or earnings of VF. 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.

There have been no significant changes in VF’s market risk exposures from what was disclosed in Item 7A in the Fiscal ~~2020~~2021 Form 10-K.


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. ~~We have not experienced any material impact to our internal controls over financial reporting despite the fact that~~ ~~a significant number o~~f our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.

4135 VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q

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PART II — OTHER INFORMATION


ITEM 1 — LEGAL PROCEEDINGS.

Information on VF’s legal proceedings is set forth under Part I, "Item 3. Legal Proceedings” in the Fiscal ~~2020~~2021 Form 10-K. There have been no material changes to the legal proceedings from those described in the Fiscal ~~2020~~2021 Form 10-K.

SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental regulations if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to SEC regulations, VF uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required. VF believes that this threshold is reasonably designed to result in disclosure of any such proceedings that are material to VF’s business or financial condition. Applying this threshold, there are no such proceedings to disclose for this period.


ITEM 1A — RISK FACTORS.

~~In addition to~~You should carefully consider the ~~other information~~risk factors set forth in this report and in our other reports and statements that we file with the Securities and Exchange Commission, including our quarterly reports on Form 10-Q, careful consideration should be given to the factors discussed inunder Part I, “Item 1A. Risk Factors” in the Fiscal ~~2020~~2021 Form 10-K, ~~as updated and supplemented below,~~ which could materially affect our business, financial condition and future results. The risks described in the Fiscal ~~2020~~2021 Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

~~Other than the risks identified below, there~~There have been no material changes to the risk factors identified in Part I, “Item 1A. Risk Factors” in the Fiscal ~~2020~~2021 Form 10-K.

~~The recent coronavirus (COVID-19) global pandemic has and will continue to materially and adversely affect our business, financial condition and results of operations.~~

Our business has been, and will continue to be, impacted by the effects of the COVID-19 global pandemic in countries and territories where we operate and our employees, suppliers, third-party service providers, consumers or customers are located. These effects include recommendations or mandates from governmental authorities to close businesses, require staged reopening, limit travel, prevent large gatherings, and require individuals to follow self-quarantine, curfew, shelter-in-place, and stay-at-home orders. The countries and territories in which our products are made, manufactured, distributed or sold are in varying stages of restrictions and reopening to address the COVID-19 pandemic. Certain jurisdictions have begun reopening following precautionary measures such as limited operating hours and limited occupancy levels, only to return to further restrictions and closures in the face of a rising number of COVID-19 cases. There is significant uncertainty around retail store openings and the extent to which stores may remain open if and where there is a resurgence in COVID-19, and the duration and severity of any related restrictions. Some of the impacts of the COVID-19 pandemic on our business have included, and could continue to include, the following:

•significant reductions in demand and significant volatility in demand for our products by consumers and customers resulting in reduced orders, order cancellations, lower revenues, higher discounts, increased inventories, decreased value of inventories and lower gross margins, which continue to be caused by, among other things: the inability of consumers to purchase our products due to illness, quarantine or other restrictions or out of fear of exposure to COVID-19, phased reopenings and reclosures of our owned stores as well as stores of our customers or reduced store hours across the Americas, Europe and Asia Pacific due to a resurgence of COVID-19, significant declines in consumer retail store traffic to stores that have reopened, or financial hardship and unemployment, shifts in demand away from consumer discretionary products and reduced options for marketing and

~~promotion of products or other restrictions in connection with the COVID-19 pandemic;~~

•significant uncertainty and turmoil in global economic and financial market conditions causing, among other things: decreased consumer confidence and decreased consumer spending, now and in the mid and long-term, inability to access financing in the credit and capital markets (including the commercial paper market) at reasonable rates (or at all) in the event we, our customers or suppliers find it desirable to do so, increased exposure to fluctuations in foreign currency exchange rates relative to the U.S. Dollar, and volatility in the availability and prices for commodities and raw materials we use for our products and in our supply chain;

•inability to meet our consumers’ and customers’ needs for inventory production and fulfillment due to disruptions in our supply chain and increased costs associated with mitigating the effects of the pandemic caused by, among other things: reduction or loss of workforce due to illness, quarantine or other restrictions or facility closures, scarcity of and/or increased prices for raw materials, scrutiny or embargoing of goods produced in infected areas, and increased freight and logistics costs, expenses and times; failure of third parties on which we rely, including our suppliers, customers, distributors, service providers and commercial banks, to meet their obligations to us or to timely meet those obligations, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties, including business failure or insolvency and collectability of existing receivables;

•significant changes in the conditions in markets in which we do business, including quarantines, governmental or regulatory actions, closures or other restrictions, including voluntarily adopted practices, that limit or close our operating and manufacturing facilities and restrict our employees’ ability to perform necessary business functions, including operations necessary for the design, development, production, distribution, sale, marketing and support of our products and increase the likelihood of litigation;

•increased costs, including increased employee costs, such as for expanded benefits and essential employee incentives, and increased operating costs, including those associated with provision of personal protective equipment and compliance with governmental or public health organization mandates or guidance, allowances or extended payment terms for customers, inventory write-offs, all of which have negatively impacted our profitability;

•~~increased risk to the health, safety and wellness, including mental and emotional health, of our employees due to the virus or the impact of related restrictions; and~~

~~VF Corporation Q3 FY21 Form 10-Q~~ 42

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•amplified data security risks as a result of more employees working remotely, including increased demand on our information technology resources and systems, increased phishing and other cybersecurity attacks, and an increase in the number of points of potential attack, such as laptops and mobile devices.

These impacts have placed, and will continue to place, limitations on our ability to execute our business plan and materially and adversely affect our business, financial condition and results of operations. We continue to monitor the situation

and may adjust our current policies and procedures as more information and guidance become available regarding the evolving situation. The impact of COVID-19 may also exacerbate other risks discussed in the “Risk Factors” section of the Fiscal ~~2020~~ Form 10-K, any of which could have a material effect on us. The extent of the impact of the COVID-19 pandemic will depend on future developments, including the duration, severity and any resurgences of COVID-19, which are uncertain and cannot be predicted. This situation is dynamic and changing rapidly and additional impacts may arise that we are not aware of currently.


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

(c)Issuer purchases of equity securities:

The following table sets forth VF's repurchases of our Common Stock during the fiscal quarter ended ~~December 26, 2020~~July 3, 2021 under the share repurchase program authorized by VF’s Board of Directors in 2017.


~~Third~~First Quarter Fiscal ~~2021~~2022	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
~~September 27~~April 4 - ~~October 24, 2020~~May 1, 2021	—	$	—	—	$	2,836,975,339
~~October 25~~May 2 - ~~November 21, 2020~~May 29, 2021	—	—		—	2,836,975,339
~~November 22~~May 30 - ~~December 26, 2020~~July 3, 2021	—	—		—	2,836,975,339
Total	—			—

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

43 ~~VF Corporation Q3 FY21 Form 10-Q~~

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ITEM 6 — EXHIBITS.


~~2.1~~*						Agreement and Plan of Merger dated as of November 8, 2020 among V.F. Corporation, New Ross Acquisition Corp., Supreme Holdings, Inc. and TC Group VI, L.P. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by VF with the SEC on November 9, 2020)
31.1						Certification of Steven E. Rendle, Chairman, President and Chief Executive Officer, 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,~~Matthew H. Puckett, Executive 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, 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,~~Matthew H. Puckett, Executive 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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
104						Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

* Certain schedules and exhibits and Amendment have been omitted pursuant to Item 601(b)(2) of Regulation S-K. VF hereby agrees to furnish a copy of any omitted schedule or exhibit or Amendment to the SEC upon request.

VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q 4436

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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~~Matthew H. Puckett
		~~Scott A. Roe~~Matthew H. Puckett
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: ~~February 2,~~August 6, 2021	By:	/s/ Bryan H. McNeill
		Bryan H. McNeill
		Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)

4537 VF Corporation ~~Q3 FY21~~Q1 FY22 Form 10-Q


	Nine Months Ended December 2019
(In thousands)	Outdoor		Active		Work		Other		Total
Channel revenues
Wholesale	$	2,375,117	$	1,897,118	$	547,104	$	22,730	$	4,842,069
Direct-to-consumer	1,410,658		1,969,700		110,356		7,692		3,498,406
Royalty	9,890		18,404		17,366		0		45,660
Total	$	3,795,665	$	3,885,222	$	674,826	$	30,422	$	8,386,135

Geographic revenues
United States	$	1,943,491	$	2,109,479	$	454,565	$	0	$	4,507,535
International	1,852,174		1,775,743		220,261		30,422		3,878,600
Total	$	3,795,665	$	3,885,222	$	674,826	$	30,422	$	8,386,135


(Dollars in thousands)
Scheduled Maturity	Aggregate Principal		Effective Annual Interest Rate		Interest Payments
2.050% notes, due 2022	$	1,000,000	2.277	%	Semiannually
2.400% notes, due 2025	750,000		2.603	%	Semiannually
2.800% notes, due 2027	500,000		2.953	%	Semiannually
2.950% notes, due 2030	750,000		3.071	%	Semiannually
Total Issuance	$	3,000,000